Terms of Service

Please read these Terms of Service (collectively with Udisense, Inc. DBA: Nanit ("Nanit", we", "us" or "our") Privacy Policy and DMCA Copyright Policy, the "Terms of Service") fully and carefully before using https://www.nanit.com (the "Site") and the services, features, content or applications offered by Nanit (together with the Site, the "Services"). The term "you" or "You" shall refer to any person or entity who views, uses, accesses, browses or submits any content or material to the Site. These Terms of Service set forth the legally binding terms and conditions for your use of the Site and the Services. We take the privacy of our users very seriously. For our current Privacy Policy, please click here.

  1. Acceptance of Terms of Service.

    1. By registering for and/or using the Services in any manner, including but not limited to visiting or browsing the Site, you expressly acknowledge and agree that you are entering into a legal agreement with Nanit, and have understood and agree to comply with, and be legally bound by, the terms and conditions of these Terms of Service, and all other operating rules, policies and procedures that may be published from time to time on the Services by us. . While we will timely provide notice of modifications, it is also your responsibility to check these Terms of Service periodically for changes. Your continued use of the Services following notification of any changes to these Terms of Service constitutes acceptance of those changes, which will apply to your continued use of the Services going forward. Your use of the Services is subject to the Terms of Service in effect at the time of such use. If you do not agree to be bound by this Terms of Service please do not download, install or use our Services.

    2. These Terms of Service apply to all users of the Services, including, without limitation, users who are contributors of content, information, and other materials or services, registered or otherwise.

    3. ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION

    4. Our Services offers you the possibility to enable the recording or streaming features for the Services (i.e., depending on the Nanit's model, Nanit will use some of the following features: video, record, etc.), to obtain the breathing motion monitoring of the baby, to send alerts, and to provide sleep analytics, to participate in community activities and sleep training courses, and to purchase additional goods and services. Please review our Privacy Policy, which also governs your use of the Services, for information on how we collect, use and share your information.

    5. We do not guarantee that any content you access or information you obtain on or through the Services, including from conversations with any of our sleep training specialists, is or will continue to be accurate. The content and information made available on or through the Services, including from conversations with any of our sleep training specialists, should not be relied upon when making medical or health decisions, or to diagnose or treat a medical or health condition. Any health-related content information you may find in or learn from the Services is not intended to be used to diagnose, treat, cure or prevent conditions, as a medical guide or as a substitute for consulting with a doctor. For medical advice, you should consult a medical professional. YOUR USE OF THE SERVICES AND ANY INFORMATION PROVIDED IN CONNECTION WITH THE SERVICES IS AT YOUR OWN RISK.

  2. Eligibility. If you are under age 18, you may not, under any circumstances or for any reason, use the Services. You agree that the nature of the Services may require us to collect personally identifiable information of children under age 18 in order to receive the full functionality of the Services, and you consent to such collection, use and disclosure of such information as set forth further in our Privacy Policy and you represent and warrant having all the relevant permissions and consents for granting such consent. The right to access the Services is revoked where these Terms of Service or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for your use (including the babies and your authorized users), and not for the use or benefit of any third party.

  3. Registration. To sign up for the Services, you must be eligible and register for an account on the Services (an “Account”). You must provide accurate and complete information and keep your Account information updated. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene or do anything illegal in the creation or use of the Account. You are solely responsible for the activity that occurs on your Account, and for keeping your Account password secure. You may never use another person’s user account or registration information for the Services without permission. You shall not publish, distribute or post your or third parties log-in information of any Account. You have the right to delete your Account, either directly or through a request made to one of our employees or affiliates.

  4. License.

    1. Subject to this Terms of Service, Nanit hereby grants you a limited, personal, revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable license (“License”) to: (i) download, install and use the App on a mobile telephone, tablet or device (each a “Device”) that you own or control to make use of the Services; and (ii) access and use the App on that Device in accordance with this Terms of Service and subject to the License restrictions described in Section 4.2 below. This License is granted for the sole purpose of authorizing you, as an individual, to use and enjoy the App’s benefits and the Services in accordance with this Terms of Service and our Privacy Policy. Nanit also grants you permission to visit and use the Site provided that you comply with these Terms of Service and applicable law.

    2. License Restrictions. You shall not (directly or indirectly): (i) sublicense, redistribute, sell, lease, lend or rent the Services; (ii) make the Services available over a network where it could be used by multiple devices owned or operated by different people at the same time; (iii) disassemble, reverse engineer, decompile, decrypt, or attempt to derive the source code of, the Services; (iv) copy (except for back-up purposes), modify, improve, or create derivative works of the Services or any part thereof; (v) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction; (vi) circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Services; (vi) remove, alter or obscure any proprietary notice or identification, including copyright, trademark, patent or other notices, contained in or displayed on or via the Services; (vii) use any communications systems provided by the Services to send unauthorized and/or unsolicited commercial communications; (viii) use the Nanit name, logo or trademarks without our prior written consent; (ix) use the Services to violate any applicable laws, rules or regulations, or for any unlawful, harmful, irresponsible, or inappropriate purpose, or in any manner that breaches this Terms of Service; (x) modify, translate, or otherwise create derivative works of any part of the Services; (xi) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder; (xii) run any form of auto-responder or “spam” on the Services; and/or (xiii) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site. You shall abide by all applicable local, state, national and international laws and regulations;.

  5. Content.

    1. Definition. For purposes of these Terms of Service, the term “Content” includes, without limitation, information, data, text, photographs, videos, audio clips, software, algorithms, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. For the purposes of this Agreement, “Content” also includes all User Content (as defined below).

    2. User Content. All Content added, created, uploaded, submitted, distributed, or posted to the Services by users (collectively “User Content”), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with any and all applicable laws, rules and regulations. You acknowledge that all Content, including User Content, accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any Content you access on or through the Services is or will continue to be accurate.

    3. Notices and Restrictions. The Services may contain Content provided by us, our partners or our users that is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services.

    4. License Grant. By submitting User Content through the Services, you hereby do and shall grant us a worldwide, non-exclusive, perpetual, royalty-free, sub-licensable and transferable license to use, process, store, edit, modify, truncate, aggregate, reproduce, transfer, modify, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Content in connection with the Site, the App and the Services and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of the Site, the App or the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your termination of your Account or the Services. For clarity, the foregoing license grants to us and our users does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights. We reserve the right, upon Your prior consent, to use the sleep metrics (which, for clarity, do not include personal data) for research purposes, You can find more information regarding this use in Our Privacy Policy.

    5. Availability of Content. We do not guarantee that any Content will be made available on the Site or through the Services. We reserve the right to, but do not have any obligation to, (i) remove, edit or modify any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms of Service), or for no reason at all and (ii) to remove or block any Content from the Services.

  6. Intellectually Property Rights.

    1. Ownership. You acknowledge that Nanit retains all right, title, interest, ownership rights and Intellectual Property Rights in and to the Services. We reserve all rights not expressly granted herein to the Services. “Intellectual Property Rights” means any and all rights, titles and interests in and to any and all trade secrets, patents, copyrights, service marks, trademarks, feedbacks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, whether foreign or domestic.

    2. Materials and Marks. The: (i) content on the App, including without limitation, the text, information, documents, descriptions, products, software, graphics, photos, sounds, videos, interactive features, and services (the “Materials”); and (ii) the trademarks, service marks and logos contained therein (“Marks”), is Nanit's property and may be protected by applicable copyright or other intellectual property laws and treaties. “Nanit” and the Nanit logo are Our Marks. All other Marks used on the Services are the trademarks, service marks, or logos of their respective owners.

    3. Use of Materials and Marks. The Material and Marks on the Services are provided to you “as is” for your personal use only and may not be used, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent. If you download or print a copy of the Material and Marks you must retain all copyright and other proprietary notices contained therein.

  7. Rules of Conduct.

    1. As a condition of use, you promise not to use the Services for any purpose that is prohibited by these Terms of Service and/or under law. You are responsible for all of your activity in connection with the Services.

    2. You shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service, including, without limitation, any User Content, that:

      1. infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty (see our DMCA Copyright Policy);

      2. you know is false, misleading, untruthful or inaccurate;

      3. is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion;

      4. constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);

      5. contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party;

      6. impersonates any person or entity, including any of our employees or representatives; or

      7. includes anyone’s identification documents or sensitive financial information.

    3. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Service, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public.

  8. Third Party Services. To the fullest extent permitted by applicable law, the Services may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Services. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.

  9. Updates and Upgrades. We may from time to time provide updates or upgrades to the App and the Services (each a “Revision”), but are not under any obligation to do so. Such Revisions will be supplied according to our then-current policies, which may include automatic updating or upgrading without any additional notice to you. You consent to any such automatic updating or upgrading of the App and Services. All references herein to the App shall include Revisions. This Agreement shall govern any Revisions that replace or supplement the original App, unless the Revision is accompanied by a separate license agreement which will govern the Revision.

  10. Study terms. When you provide us with your consent in the registration process, we will use data, as described in our Privacy Policy. If you want to withdraw your consent from the studies, please send an email to privacy@nanit.com

  11. Apple, Inc. Device and Service Terms. If you are accessing the Services on a device provided by Apple, Inc. (“Apple”) or otherwise obtained access to the Services through the Apple App Store, the following terms shall apply:

    1. Both you and we acknowledge that these Terms of Service are concluded between you and us only, and not with Apple, and that Apple is not responsible for, does not endorse, and is not involved in the Services or Content;

    2. The Services are licensed to you on a limited, non-exclusive, non-transferrable, non-sub-licensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms of Service as applicable;

    3. You will only use the Services in connection with an Apple device that you own or control;

    4. You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Services;

    5. In the event of any failure of the Services to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Services;

    6. You acknowledge and agree that we, and not Apple, are responsible for addressing any claims you or any third party may have in relation to our Services;

    7. You acknowledge and agree that, in the event of any third party claim that the Services or your possession and use of the Services infringes that third party’s intellectual property rights, we, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;

    8. You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;

    9. Both you and we acknowledge and agree that, in your use of the Services, you will comply with any applicable third party terms of agreement which may affect or be affected by such use; and

    10. Both you and we acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of these Terms of Service, and that upon your acceptance of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you as the third party beneficiary hereof.

  12. Payments and Billing.

    1. Paid Services. Certain of our Services may be subject to payments now or in the future (the “Paid Services”). Please see individual products or services pages for a description of the current Paid Services for that product or service. Certain Paid Services may require you to pair the hardware and software of the product in order to use the Services, or pay for such services on a third party site, such as Calendly or Stripe. You agree to pay all applicable fees, as described in the applicable Services and the individual products pages (and/or on the applicable App Store or Google Play pages) for the applicable product or service, in connection with such Services, and any related taxes or additional charges. Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of this Agreement.

    2. Billing. When you chose to use a credit card for your payment, we use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your Account on the Services (your “Billing Account”) for use of the Paid Services. Presently, and depending on the Service that you decided to purchase, we offer Payment processors such as, Stripe, Shopify payments, Paypal, Amazon pay, Google pay, Affirm, Apple Pay, or any other Payment Processors that may be utilized by the App Store or on Google Play. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for error by the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.

    3. Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, your account will be suspended.

    4. Recurring Billing. Some of the Paid Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE (OR THE AUTHORIZED PAYMENT PROVIDER, AS APPLICABLE) MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO HTTPS://MY.NANIT.COM OR VIEW YOUR SUBSCRIPTIONS OPTIONS ON YOUR IOS OR ANDROID DEVICE.

    5. Product Orders. All products, specifications, subscriptions and prices described on the Services are subject to change at any time without notice. Prices for the products may be displayed in US dollars or in local currency, depending on the location from which you access the Services. Prices do not include any tax, value added tax or other governmental charge or assessment on the sale, shipment, production or use of any products hereunder. The applicable shipping rates will be displayed during the checkout process. Products purchased via the Services will be shipped to the address you designate as the shipping address during the check-out process. Shipping will be made on date(s) selected by us. All items will be packed for shipment and shipped in accordance with our standard practices. We shall not be liable for any damages or penalties for delivery delay or for failure to give notice of delay. The products are covered by a limited warranty as described in the Warranty Terms. The foregoing terms shall only apply to the extent you purchase product directly from Nanit.

  13. Returns. You may return products that you purchase via the Services in accordance with our return policy available here. Restrictions may apply; our return policy only applies to products purchased directly from Nanit.

  14. Replacement Products. By submitting your credit card information to us and our Payment Processor, you acknowledge that if you request a replacement product, you are required to return your original product to us. You hereby accept responsibility for returning such original product to us within thirty (30) days’ of receipt of your replacement product. IF SUCH ORIGINAL PRODUCT IS NOT RETURNED, YOU ACKNOWLEDGE THAT WE MAY SUBMIT A CHARGE TO YOUR CREDIT CARD INFORMATION STORED WITH OUR PAYMENT PROCESSOR EQUAL TO THE THEN-CURRENT RATE FOR THE REPLACEMENT PRODUCT WITHOUT FURTHER AUTHORIZATION FROM YOU.

  15. Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT HTTPS://MY.NANIT.COM OR WITHIN YOUR PAYMENT OPTIONS FOR YOUR IOS OR ANDROID DEVICE, IF APPLICABLE. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.

  16. Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

  17. Auto-Renewal for Subscription Services. Unless you opt out of auto-renewal, which can be done through your Account Settings or through the settings on your iOS or Android device, if applicable, any Subscription Services you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. To change your Subscription Services at any time, go to Account Settings (or the settings on your iOS or Android device, if applicable). If you terminate a Subscription Service, you may use your subscription until the end of your then-current term; your subscription will not be renewed after your then-current term expires. However, you won't be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period.

  18. Reaffirmation of Authorization. Your non-termination or continued use of a Paid Service reaffirms that we (and our applicable payment processors) are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.

  19. Free Trials and Other Promotions. Any free trial or other promotion that provides access to a Paid Service must be used within the specified time of the trial. You must stop using a Paid Service before the end of the trial period in order to avoid being charged for that Paid Service. If you cancel prior to the end of the trial period and are inadvertently charged for a Paid Service, please contact us at help@nanit.com.

  20. Termination. This Terms of Service shall be effective until terminated by us or you. We reserve the right, at any time, with or without notice, to: (i) discontinue or modify any aspect of the App and the Services; and/or (ii) terminate this Terms of Service and your use of the App with or without cause, and shall not be liable to you or any third party for any of the foregoing. If you object to any term or condition of this Agreement or any subsequent modifications thereto, or become dissatisfied with the App in any way, your only remedy and recourse is to immediately discontinue use of the Services.

  21. Termination of your account. If you wish to terminate your Account, you may do so by following the instructions on the Site or through the Services. Any fees paid hereunder are non-refundable. All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, this section, licenses of User Content, ownership and intellectual property rights provisions, warranty disclaimers, assignment, privacy, indemnity and limitations of liability. Please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services.

  22. Warranty Disclaimer.

    1. We have no special relationship with or fiduciary duty to you. You acknowledge that We have no duty to take any action regarding

      1. which users gain access to the Services;

      2. what Content you access via the Services; or

      3. how you may interpret or use the Content.

    2. To the maximum extent permitted by law, You release us from all liability for you having acquired or not acquired Content through the Services. We make no representations concerning any Content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or Content contained in or accessed through the Services.

    3. 3. THE SERVICES, INCLUDING ANY SLEEP TRAINING CONSULTATIONS YOU SCHEDULE WITH OUR SPECIALISTS, ARE FOR NON-EMERGENCY PURPOSES ONLY. WE DO NOT CARRY EMERGENCY OR TIME-CRITICAL COMMUNICATIONS TO ANY TYPE OF HOSPITAL, MEDICAL PRACTICE, OR ANY OTHER KIND OF EMERGENCY OR TIME-CRITICAL SERVICE. THE SERVICES DO NOT REPLACE 911, YOUR PEDIATRICIAN, PEDIATRIC HEALTH CARE PROVIDERS, ADVICE NURSES, OR OTHER EMERGENCY ASSISTANCE. DO NOT ATTEMPT TO ACCESS EMERGENCY CARE THROUGH THE SERVICES OR RELY ON THE SERVICES IN ANY WAY FOR EMERGENCY ASSISTANCE. IF AT ANY TIME YOU ARE CONCERNED ABOUT YOUR OR YOUR CHILD’S HEALTH, OR IF YOU THINK YOU OR YOUR CHILD HAS A MEDICAL EMERGENCY, CALL 911 OR GO TO THE NEAREST OPEN EMERGENCY ROOM IMMEDIATELY.

    4. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND CONTENT ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK AND YOU ACKNOWLEDGE AND AGREE THAT YOU DO NOT RELY ON THE SERVICES. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS).

    5. NOT A MEDICAL DEVICE. The Services, Content and our products are not medical devices and are not intended to be used as medical devices. Furthermore, the Services and the products are neither regulated nor approved by the U.S. Food and Drug Administration, and are not designed to detect or prevent causes of any medical condition. The Services and Content are not a substitute for medical care or adult supervision. You acknowledge, understand and agree that your use of the Services, Content and the products is entirely at your own risk.

    6. All risk of loss of or damage to products shall be assumed by you upon our delivery of such products to the carrier for shipment to you. Any and all claims by you for damage, loss or delays in transit shall be made by you against the carrier (with notice thereof to us), and we shall have no responsibility or obligation with respect to any such damage, loss or delay.

  23. Indemnification. You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Services, Content, or otherwise from your User Content, violation of these Terms of Service, or infringement by you, or any third party using your Account or identity in the Services, of any intellectual property or other right of any person or entity, including your use of the Services to provide a link to another website or to upload Content or other information to the Services. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

  24. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE FULLEST EXTENT PERMISSIBLE BY LAW: (A) IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), AND (B) IN NO EVENT SHALL OUR LIABILITY, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS LIABILITY UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS (INCLUDING THE SITE AND THE SERVICE), EXCEED THE GREATER OF THE TOTAL AMOUNT PAID BY YOU (IF ANY) IN CONNECTION WITH THE APPLICABLE SERVICE IN THE THREE (3) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY OR (B) $500.00.

  25. ARBITRATION CLAUSE & CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS

    1. Arbitration. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS OF SERVICE, YOUR USE OF THE SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION'S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES AND YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY; PROVIDED, HOWEVER, THAT TO THE EXTENT THAT YOU HAVE IN ANY MANNER VIOLATED OR THREATENED TO VIOLATE OUR INTELLECTUAL PROPERTY RIGHTS, WE MAY SEEK INJUNCTIVE OR OTHER APPROPRIATE RELIEF IN ANY STATE OR FEDERAL COURT IN THE STATE OF NEW YORK. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. As an alternative, you may bring your claim in your local “small claims” court, if permitted by that small claims court's rules and if within such court’s jurisdiction, unless such action is transferred, removed or appealed to a different court. You may bring claims only on your own behalf. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by this agreement to arbitrate. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's account, if we are a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either we or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Service. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Services or these Terms of Services must be filed within one (1) year after such claim of action arose or be forever banned.

    2. 30-Day Opt-Out Period. If you do not wish to be bound by the arbitration and class-action waiver provisions in this Section 13, you must notify us in writing within 30 days of the date that you first accept these Terms (unless a longer period is required by applicable law). Your written notification must be mailed to us at the following address: 244 Fifth Avenue, Suite #2702, New York, NY 10011. If you do not notify us in accordance with this Section 13(b), you agree to be bound by the arbitration and class-action waiver provisions of these Terms, including such provisions in any Terms revised after the date of your first acceptance. Such notification must include: (i) your name; (ii) your mailing address and (iv) a statement that you do not wish to resolve disputes with us through arbitration. If we make any changes to the Arbitration and Class Action Waiver section of these Terms (other than a change to the address at which we will receive notices of dispute, opt-out notices, or rejections of future changes to the Arbitration and Clause Action Waiver section), you may reject any such change by sending us written notice within 30 days of the change to the address set forth in this Section 13(b). It is not necessary to send us a rejection of a future change to the Arbitration and Class Action Waiver section of these Terms if you had properly opted out of the arbitration and class-action waiver provisions in this Section 13 within the first 30 days after you first accepted these Terms. If you have not properly opted out of the arbitration and class-action waiver provisions in this Section 13, by rejecting a future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this arbitration provision, as modified by any changes you did not reject. This notification affects these Terms only; if you previously entered into other arbitration agreements with us or enter into other such agreements in the future, your notification that you are opting out of the arbitration provision in these Terms shall not affect the other arbitration agreements between you and us.

    3. Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration section will be null and void. This arbitration agreement will survive the termination of your relationship with us.

  26. Governing Law and Jurisdiction. These Terms of Service shall be governed by and construed in accordance with the laws of the State of New York, including its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of these Terms of Service shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of New York City, New York.

  27. Feedback. We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Services (“Feedback”). You may submit Feedback by emailing us at feedback@nanit.com. You acknowledge and agree that all Feedback will be the sole and exclusive property of us and, to the maximum extent permitted by law, you hereby irrevocably assign to us and agree to irrevocably assign to us all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein. At our request and expense, you will execute documents and take such further acts as we may reasonably request to assist us to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

  28. Miscellaneous.

    1. Entire Agreement and Severability. These Terms of Service are the entire agreement between you and us with respect to the Services, including use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Services. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Notwithstanding anything to the contrary, nothing in these terms shall limit your statutory rights under laws applicable in your country of residence.

    2. Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.

    3. Assignment. These Terms of Service are personal to you, and are not assignable, transferable or sub-licensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.

    4. Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and neither party has any authority of any kind to bind the other in any respect.

    5. Export Laws. You agree to comply fully with all applicable export laws and regulations to ensure that neither the App and the Services nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.

    6. Notices. Unless otherwise specified in these Term of Service, all notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to feedback@nanit.com

    7. No Waiver. Our failure to enforce any part of these Terms of Service shall not constitute a waiver of our right to later enforce that or any other part of these Terms of Service. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Service to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.

    8. Headings. The section and paragraph headings in these Terms of Service are for convenience only and shall not affect their interpretation.

Contact. You may contact us at the following address:

244 Fifth Avenue, Suite #2702

New York, NY 10011

Effective Date of Terms of Service: November 26th, 2021

Previous Terms of Service (effective through April 5th, 2020) available here.