NURO CORP. and its subsidiaries and affiliates (collectively, NURO) provides: (1) a website that may be accessed at www.nuro.world and/or www.nuro.world subdomains or via other websites such as www.nuro.ca or any other external website linked or forwarded to www.nuro.world (herein-referrred to as Site), (2) services accessible through the Site (herein-referred to as Services), and (3) software, hardware, algorithms and/or Artificial Intelligence that may be accessed, tested, purchased and/or downloaded via the Site, all parts of and/or for use in conjunction with all NURO products (herein-referred to as Products) and in any other ways that NURO provides.

These Terms and Conditions (herein-referred to as Terms) govern your access to and use of the Site and your ability to access and purchase an end-user license to use the Services and/or the Products. These Terms give you specific legal rights, and you may also have other legal rights in addition, which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under these Terms will not apply to the extent prohibited by applicable law. Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages or other rights, so those provisions of these Terms may not apply to you.

THIS IS A LEGAL AGREEMENT. BY ACCESSING AND USING THE SITE, THE SERVICES AND/OR THE PRODUCTS, YOU ARE ACCEPTING AND AGREEING TO THESE TERMS ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT IN CONNECTION WITH THE ACCESS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ACCEPT AND AGREE TO THESE TERMS ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT. YOU REPRESENT THAT YOU ARE OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION OR RESIDENCE OR THAT YOU HAVE OBTAINED LEGAL GUARDIANSHIP FOR A THIRD-PARTY IN YOUR JURISDICTION OR RESIDENCE TO USE OR ACCESS THE SITE, THE SERVICES AND/OR THE PRODUCTS AND TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THESE TERMS, YOU SHOULD CEASE IMMEDIATELY ALL ACCESS AND USE OF THE SITE, THE SERVICES AND/OR THE PRODUCTS.

AS DESCRIBED BELOW, YOU ARE CONSENTING TO AUTOMATIC AND/OR MANUAL UPDATES OF THE SITE, THE SERVICES AND/OR THE PRODUCTS. IF YOU DO NOT AGREE, YOU SHOULD CEASE IMMEDIATELY ALL ACCESS AND USE OF THE SITE, THE SERVICES AND/OR THE PRODUCTS.

AS DESCRIBED BELOW, SECTIONS 4 AND 5 DESCRIBE IMPORTANT LIMITATIONS, ESPECIALLY IN CONNECTION WITH LIFE SAFETY AND CRITICAL USES. PLEASE READ THESE DISCLOSURES CAREFULLY, AS YOU ARE ACKNOWLEDGING THEM AND ACCEPTING THEM.

1. Overview, Eligibility, Customer Service, Term and Termination

(a) Overview and Relation to Other Agreements. These Terms govern your use of the Site, the Services and/or the Products. Your purchase of Services and/or Products is governed by the limited warranty provided with the Services and/or the Products (herein-referred to as Limited Warranty) and may further be governed by the Terms & Conditions of Sale under a separate Purchase Agreement based on your specific needs. The software embedded in the Products (and any updates thereto) (herein-referred to as Product Software) is licensed and governed by an End User Licensing Agreement. Certain features of the Services may be subject to additional guidelines, terms, or rules, which will be posted on the Services in connection with such features. All additional guidelines, terms, or rules, and privacy policies (herein-referred to as Website Privacy Policy), and the Privacy Statement(herein-referred to as Privacy Statement), are incorporated by reference into these Terms and you are agreeing to accept and abide by them by using the Site, the Services and/or the Products.

(b) Eligibility. You may use the Site, the Services and/or the Products only if you can form a binding contract with NURO, and only if you are in compliance with these Terms and all applicable local, state/provincial, national, and international laws, rules, and regulations. Any use or access to the Site, the Services and/or the Products by anyone under the age of 18 is strictly prohibited and is a violation of these Terms, unless authorized by an external federal, state or provincial regulatory body. The Services amd/or the Products are not available to any user previously prohibited in writing from using the Services and/or the Products by NURO.

(c) Customer Service. If you have any questions or concerns regarding the Site, the Services, the Products or these Terms, please contact NURO in writing via email (hello@nuro.ca) or via its Website Contact Form(s).

(d) Term and Termination. These Terms will remain in full force and effect so long as you continue to access or use the Site, the Services and/or the Products, or until terminated in accordance with the provisions of these Terms. At any time, NURO may (i) suspend or terminate your rights to access or use the Services and/or the Products, or (ii) terminate these Terms with respect to you if NURO in good faith believes that you have used the Services and/or the Products in violation of these Terms, including any incorporated guidelines, terms, notices to user, consultations, professional advices or rules. If you transfer the Services and/or the Products to a new owner, your right to use the Services and/or the Products with respect to these Services and/or Products automatically terminates, and the new owner will have no right to use the Product or Services and will need to register with NURO as a new user subject to licensing.

(e) Effect of Termination. Upon termination of these Terms, your right to use the Services and/or Products will automatically terminate.

2. Accounts

To use the Services, you must register with NURO for a user account (herein-referred to as Account) and provide certain information about yourself. You represent and warrant that: (a) all required registration information you submit to NURO is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) your use of the Services and/or Products does not violate any Canadian or other applicable law or regulation (e.g., you are not located in an embargoed country or are not listed as a prohibited or restricted party under applicable export control laws and regulations). You are entirely responsible for maintaining the confidentiality of your Account login information and for all activities that occur under your Account. You agree to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your Account if needed, and to maintain your password securely to prevent others from gaining access without your permission. You agree to immediately notify NURO of any unauthorized use, or suspected unauthorized use, of your Account, the Services and/or the Products or any other breach of security. NURO is not liable for any loss or damage arising from your failure to comply with the above requirements.

3. Access to Services and/or Products

(a) Access and Use. Subject to these Terms, NURO grants you a non-transferable, non-exclusive, right (without the right to sublicense) to access and use the Services by using Software in connection with the Services and/or the Products, and solely for the purpose of accessing a limited service explicitly provided by NURO for your use (herein-referred to as Permitted Purpose) and solely for the Permitted Purpose.

(b) Software Updates. NURO may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Services and/or the Products (herein-referred to as Updates). These may be manually installed or automatically installed without providing any additional notice or receiving any additional consent. You consent that you may be receiving such automatic update. If you do not want such Updates, your remedy is to terminate your Account and stop using the Services and/or the Products. If you do not terminate a previously created Account by notifying NURO in writing, you will receive Updates automatically. You acknowledge that you may be required to install Updates to use the Services and/or the Products and you agree to promptly install any Updates NURO provides. Your continued use of the Services and/or the Products is your agreement – (i) to these Terms with respect to the Services and/or the Products, and (ii) to the End User License Agreement.

(c) Interface to Third Party Products and Services. Over time, NURO may provide the opportunity for you to interface the Services and/or the Products to one or more third-party services and/or third-party products, through and by using the Services and/or the Products. Your explicit consent and authorization is required for this interface, and is revocable by you at any time. Once your consent is given for a particular third-party service and/or third-part product, you agree that NURO may exchange information regarding you, including your personal information, in order to enable the interface you have authorized. Once this information is shared with the third-party service and/or third-party product, its use will be governed by the third-party privacy policy and not by the privacy documentation from NURO. You acknowledge and agree that NURO makes no representation or warranty about the safety of any third-party service and/or third-party product. Accordingly, NURO is not responsible for your use of any third-party service and/or third-party product or any personal injury, death, property damage (including, without limitation, to your home), or other harm or losses arising from or relating to your use of any third-party service and/or third-party product. It is your responsibility to contact the third party with any question that you may have about their third-party service and/or third-party product.

(d) Certain materials may be displayed or performed on the Services and/or Products, including but not limited to text, graphics, articles, photographs, videos, images, tutorials, and/or illustrations of various kinds (herein-referred to as Content). The Content also includes information that you and other users provide NURO in the course of using the Services and/or the Products (collectively, User Submissions), which NURO may use to provide, maintain and improve the Services and/or the Products. Some content may be visible to others via the Site, the Services and/or the Products. You may also post feedback, comments, questions, suggestions, ideas, concepts or other information on the Site or via third-party web platforms which relate or discuss the Services and/or the Products. You are solely responsible for all Content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services and/or the Products, or that you contribute in any manner to the Services and/or the Products; you represent and warrant that you have all rights necessary to do so, in the manner in which you contribute it; and you automatically license to NURO this Content related to the Services and/or the Products, including any and all patent, trademark, trade secret, copyright or other proprietary rights in and to such Content for publication pursuant to these Terms. You shall abide by all copyright notices, trademark rules, patent law, trademark law, and regulated information, and restrictions contained in any Content accessed through the Services and/or the Products, and you shall not use, copy, reproduce, modify, reverse engineer, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Content or third party submissions or other proprietary rights not owned by you: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates NURO-protected intellectual property rights or any third-party right. NURO reserves the right to remove any Content from the Services and/or the Products at any time, 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 breached the immediately preceding sentence), or for no reason at all.

(e) Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (i) you agree not to license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services and/or Products; (ii) you agree not to modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Services and/or the Products; (iii) you agree not to access the Services and/or the Products in order to build a similar or competitive service and/or product; (iv) except as expressly stated herein, no part of the Services and/or the Products may be copied, reproduced, modified, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means; (v) you agree not to use, upload, transmit, or distribute any computer viruses, worms, trojans, or any software intended to exploit, damage or alter a computer or communication network, computer, handheld mobile device, data, the Services, the Products, or any other system, device or property which is related or connected to NURO in any way; (vi) you agree not to interfere with, disrupt, or attempt to gain unauthorized access to, the servers or networks connected to the Services and/or the Products or violate the regulations, policies, or procedures of such networks and/or infrastructure; (vii) you agree not to access (or attempt to access) any of the Services and/or the Products by means other than through the specific interface that is provided by NURO; and (viii) you agree not to remove, obscure or alter any proprietary rights notices (including copyrights and trademark notices) which may be contained in or displayed in connection with the Services and/or the Products. Any future release, update, or other addition to functionality of the Services and/or the Products shall be subject to these Terms.

(f) Open Source. Certain items of independent, third party code may be included in the Services and/or the Products that are subject to the GNU General Public License (herein-referred to as GPL) or other open source licenses (herein-referred to as Open Source Software). The Open Source Software is licensed under the terms of the license that accompanies such Open Source Software. Nothing in these Terms limits your rights under, or grants you rights that supersede, the Terms of any applicable end user license for such Open Source Software.

(g) Privacy Statement. At NURO, we are dedicated to respecting your privacy.

We pledge to:

- Be transparent about the different types of information we collect and how we use them. - Ask your permission before sharing your Personally Identifiable Information with third parties for purposes other than to provide the Services, and to do so only when we think they will provide you with a welcomed additional service. - Use data security tools to keep your data safe and protect the NURO Services and/or Products from unauthorized access. - By using the Services and/or the Products, you agree to allow us to collect and process information as described below.

We use any and all information in order to provide you with all relevant information you might need while using our Services, Software or Products. We may use your contact details to send you this information, or to ask you to participate in surveys about your use of the Services, Software or Products. We may use third-party service providers to perform some of these functions. Those service providers are restricted from sharing your information for any other purpose.

We use industry-standard methods to keep this information safe and secure while it is transmitted over your home network and through the Internet to our servers. Depending on your location and type of data. NURO may process your personal information on servers that may or may not be in your home country.

Under no circumstance do we share personal information for any commercial or marketing purpose unrelated to the delivery of NURO Services, Software or Products without asking you first.

The following are the limited situations where we may share personal information:

- With your consent: We may share personal information when we have your consent. Your explicit consent is required to allow any information exchange on your behalf and you can change your mind at any time.

- We have service technicians who help to answer your questions and who also assist with monitoring our servers for technical problems. These technicians (as well as NURO employees) can access certain information about you or your account in line with this work but these technicians are not allowed to use this data for non-NURO purposes.

- Business Transitions: Upon the sale or transfer of the company and/or all or part of its assets, your personal information may be among the items sold or transferred. We will request a purchaser to treat our data under the privacy statement in place at the time of its collection.

- We may provide information to a third party if we believe in good faith that we are required to do so for legal reasons. For example, to respond to legal process, or comply with state/provincial and/or federal laws (or the applicable laws of any foreign countries other than Canada). As a result, your personal information may be subject to legal requirements, including lawful requirements to disclose personal information to government authorities, in those jurisdictions.

- If you select an outside party (such as an independent authorized distributor) for the purchase, installation, or service of your NURO Services and/or Products and share your personal information in the process with that outside party, we cannot control the collection, storage or sharing of such information collected by that outside party.

NURO may store your personal information on internal servers and/or cloud-based servers for as long as you remain a NURO customer in order to provide you with the Services and/or the Products.

You may amend or delete your personal information from the Services and/or Products at any time and upon your written request to NURO when required. Please note that if asked by law enforcement or other legal reasons, we may retain certain data for a longer period of time, such data being fully disposed of safely once we are authorized to do so.

Please note that this privacy statement may change from time to time via this Site or by contacting you.

If you have any question, please contact us via the Contact Form(s) on this Site or by addressing your e-mailed correspondence to NURO via hello@nuro.ca.

(h) Security. NURO cares about the integrity and security of your personal information. However, NURO cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

(i) Modification. NURO reserves the right, at any time, to modify, suspend, or discontinue the Services and/or the Products or any part thereof with or without notice, and for any reason. You agree that NURO will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services and/or the Products, or any part thereof.

(j) Access Outside Certain Countries. Although the Site is accessible worldwide, the Services and/or Products provided or accessed through or on the Site are not available to all persons or in all countries. If you choose to access the Site from outside a country in which NURO commercializes and supports the Services and/or the Products listed here (“Target Country”), you do so on your own initiative and you are solely responsible for complying with applicable local laws in your country. You understand and accept that the Site is not designed for use in a non-Target Country and some or all of the features of the Site may not work or be appropriate for use in such a country. To the extent permissible by law, NURO accepts no responsibility or liability for any damage or loss caused by your accessing or use of the Site, the Services and/or the Products in a non-Target Country. You will be bound by these Terms wherever you access or use the Site or use the Services and/or the Products.

4. Agreed Usage and Limitations

(a) Intended Use. The Services are intended to be accessed and used for non-time-critical information and control of NURO Products. While we aim for the Services to be highly reliable and available, they are not intended to be reliable or available 100% of the time. The Services are subject to sporadic interruptions and failures for a variety of reasons beyond NURO’s control, including Cellular intermittency, GPS constellation uptime, mobile notifications and carriers, ISP uptime, ISP maintenance requirements, among others. You acknowledge these limitations and agree that NURO is not responsible for any damages allegedly caused by the failure or delay of the Services to reflect current status or notifications.

(b) No Life-Safety or Critical Uses of the Services. You acknowledge and agree that the Services and/or the Products, whether standing alone or when interfaced with third-party services and/or third-party products are not to be used for a Life-Safety response although they may offer a similar functionality in certain iterations or versionings. NURO makes no warranty or representation that use of the Services and/or Products, either independently or with any third-party service or third-party product will affect or increase any level of safety. YOU UNDERSTAND THAT ALL SERVICES AND PRODUCTS, WHETHER STANDING ALONE OR INTERFACED WITH THIRD-PARTY SERVICES OR THIRD-PARTY PRODUCTS, ARE NOT AN INDEPENDENT OR A THIRD-PARTY MONITORED EMERGENCY NOTIFICATION SYSTEM AND THAT NURO WILL NOT BE HELD LIABLE OR RESPONSIBLE TO PHYSICALLY DISPATCH EMERGENCY AUTHORITIES TO ANYONE IN THE EVENT OF AN EMERGENCY. In addition, the NURO Customer Care and Technical Support Representatives cannot be considered a lifesaving solution for people at risk, and they are not trained as nor can be considered as a substitute for professional emergency services. All life threatening and emergency events should be directed to the appropriate response services regardless of any offered functionality in the Services and/or the Products.

(c) Reliability of Notifications. You acknowledge that the Services and/or the Products, including remote access and mobile notifications, are not intended to be 100% reliable and 100% available. We cannot and do not guarantee that you will receive notifications in any given time or at all. YOU AGREE THAT YOU WILL NOT RELY ON THE SERVICES AND/OR THE PRODUCTS FOR ANY LIFE SAFETY OR CRITICAL PURPOSES. ANY NOTIFICATIONS REGARDING THE STATUS AND/OR ALARMS IN THE SERVICES AND/OR PRODUCTS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY – THEY ARE NOT A SUBSTITUTE FOR A THIRD-PARTY MONITORED EMERGENCY NOTIFICATION SYSTEM AND/OR EMERGENCY PROFESSIONALS AND/OR MEDICAL PROFESSIONALS. There is no way for NURO to also provide specific information relating to a situation in your home or elsewhere. You acknowledge that it is your responsibility to educate yourself on how to respond to an emergency and to respond according to the specifics of your situation.

(d) Temporary Suspension. The Services and/or the Products may be suspended temporarily without notice for security reasons, system failure, maintenance and repair, or other circumstances. You agree that you will not be entitled to any refund or rebate for such suspensions. NURO does not offer any specific uptime guarantee for the Services and/or the Products.

(e) System Requirements. The Services and/or the Products will not be accessible without: (i) a working Internet Service Provider network in your area that is positioned to communicate reliably with the Products; (ii) an Account; (iii) a computer or mobile computer-based client; (iv) always-on broadband Internet access in your close vicinity; and (v) other system elements that may be specified by NURO. It is your responsibility to ensure that you have all required system elements and that they are compatible and properly configured. You acknowledge that the Services may not work as described when the requirements and compatibility have not been met.

(f) The Services provide you information (“Product Information”) regarding the Products in your possession. All Product Information is provided “as is” and “as available”. We cannot guarantee that it is correct or up to date. In cases where it is critical, accessing Product Information is not a substitute for direct access of the information in the possession.

(g) All information publicly posted or privately transmitted through the Services and/or the Products is the sole responsibility of the person from which such Content originated and NURO will not be liable for any error or omission in any Content. NURO cannot guarantee the identity of any other user with whom you may interact in the course of using the Services and/or the Products. Additionally, we cannot guarantee the authenticity of any data that users or merchants may provide about themselves. You acknowledge that all Content accessed by you using the Services and/or the Products is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release NURO from all liability for you having acquired or not acquired Content through the Services and/or the Products.

(h) You warrant, represent and agree that you will not contribute any Content or otherwise use the Services and/or the Products in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of NURO or any third party; (ii) violates any law, statute, ordinance or regulation; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (iv) impersonates any person or entity, including without limitation any employee or representative of NURO; (v) contains a virus, trojan, worm, time bomb, or other harmful computer code, file, or program; (vi) jeopardizes the security of your NURO Account or anyone else’s Account (such as allowing someone else to log in to the Services as you); (vii) attempts, in any manner, to obtain the password, account, or other security information from any other user; (viii) violates the security of any computer network, or cracks any passwords or security encryption codes; (ix) runs Maillist, Listserv, or any form of auto-responder or “spam” on the Services, or any processes that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure); (x) copies or stores any significant portion of the Content; or (xi) decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services and/or the Products.

5. Limitations Due to Third Parties

(a) General. NURO Services rely on or interoperate with third-party organizations and their services and/or products. These third-party services and/or third-party products are beyond NURO’s control, but their operation may impact or be impacted by the use and reliability of the NURO Services and/or Products. You acknowledge and agree that: (i) the use and availability of the Services and/or Products is dependent on third-party service providers and/or product vendors, (ii) these third-party services and/or third-party products may not operate in a reliable manner 100% of the time, and they may impact the way that the NURO Services and/or Products operate, and (iii) NURO is not responsible for damages and losses due to the operation of these third-party services and/or third-party products.

(b) Third-Party Service Providers. You acknowledge that NURO may at its own discretion use third-party providers to enable some aspects of the Services and/or the Products – such as, for example, cellular networks, cloud-based data centers, weather prediction services, GPS satellites, and mobile device notifications through mobile operating system vendors and mobile carriers. YOU AGREE NOT TO RELY ON THE SERVICES FOR ANY LIFE SAFETY OR TIME-CRITICAL PURPOSES.

(c) Equipment, ISP, and Carrier. You acknowledge that the availability of the Services and/or the Products is dependent on (i) your computer, mobile device, home wiring, home Wi-Fi network, and other related equipment (herein-referred to as Equipment), (ii) your Internet service provider (herein-referred to as ISP), and (iii) your mobile device carrier (herein-referred to as Carrier). You acknowledge that you are responsible for all fees charged by your ISP and Carrier in connection with your use of the Services. You also acknowledge that you are responsible for compliance with all applicable agreements, terms of use/service, and other policies of your ISP and Carrier.

(d) Third-Party Products and Services that Work With NURO Services. NURO may provide the opportunity for you to interface to third-party products and services. Use of any third-party products and services is governed by separate terms and conditions provided by the operator(s) of the applicable third-party products and services. You acknowledge and agree that NURO makes no representation or warranty about the safety of any third-party products or services. Accordingly, NURO is not responsible for your use of any third-party product or service or any personal injury, death, property damage (including, without limitation, to your home), or other harm or losses arising from or relating to your use of any third-party products or services.

(e) App Stores. You acknowledge and agree that the availability of third party Apps may be dependent on the third party providers from which you download the Apps. You acknowledge that these Terms are between you and NURO and not with an App Store. Each App Store may have its own terms and conditions to which you must agree before downloading Apps from it. You agree to comply with, and your license to use the Apps is conditioned upon your compliance with, such App Store Terms. To the extent such other Terms from such App Store are less restrictive than, or otherwise conflict with, the Terms of these Terms, the more restrictive or conflicting Terms in these Terms apply.

(f) Third-Party Links and Referrals. The Site may contain links to other web sites operated by third-parties (herein-referred to as Third-Party Sites) and referrals to third-party vendors (herein-referred to as Referred Vendors). Such Third-Party Sites and Referred Vendors are not under NURO’s control. NURO may provide these links and referrals only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to such Third-Party Sites or Referred Vendors. Your use of these Third Party Sites is at your own risk.

(g) Release Regarding Third-Parties. NURO is not responsible for third-parties or their products and services, including, without limitation, the App Stores, Third-Party Products and Services, Third-Party Sites, Referred Vendors, Equipment, ISPs, and Carriers. NURO hereby disclaims and you hereby discharge, waive and release NURO and its licensors and suppliers from any past, present, and future claims, liabilities, and damages, known or unknown, arising out of or relating to your interactions with such third parties and their products and services. YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU HEREBY WAIVE ANY SIMILAR PROVISION IN ANY OTHER JURISDICTION.

6. Confidentiality

In order to access, use, license or purchase any of NURO Services and/or Products, you shall agree that NURO may share with you Confidential Information (herein-referred to as Confidential Information). Confidential Information is any information in whatever form or medium (and includes any copies of such information that receiving Party (herein-referred to as Recipient) is authorized to make hereunder) that is: (a) proprietary or confidential to Discloser or its affiliated companies or to their respective customers, suppliers or other business partners including, without limitation, patent-pending applications, patent applications, patents, designs, know-how, trade secrets, configurations, business plans, operational methods, processes, costs and pricing, sales and marketing techniques, finances, technology, hardware and software systems, mathematical algorithms, mathematical classifiers, computer code and any and all non-public, competitively or technically valuable information in whatever form or media; (b) is either specifically identified as confidential prior to or at the time of its disclosure or would generally be considered confidential in the industry of the Discloser; and (c) directly or indirectly disclosed or to which the Recipient is otherwise provided access by Discloser or on Discloser’s behalf.

For the purposes of clarification, in relation to any discussions relating to patent rights, any lists of prior art identified by Discloser as a result of Discloser expending time and/or money shall constitute Confidential Information and may be used, reproduced or disclosed only as specifically provided herein. For clarification purposes, NURO shall remain the Party disclosing the Confidential Information (herein-referred to as Discloser) and you are the recipient of the Confidential Information (herein-referred to as Recipient). Except as specifically provided herein, Recipient shall hold Confidential Information in strict confidence. Recipient shall use and reproduce the Confidential Information only to the extent reasonably required to fulfill the Purpose. It shall not be a breach of the obligations of the Recipient if the Recipient provides access to Confidential Information to, and authorizes the use and reproduction of the Confidential Information as is reasonably required to fulfill the Purpose by: (a) wholly owned subsidiaries of Recipient (herein-referred to as Subsidiaries) and/or (b) Recipient’s employees (herein-referred to as Employees), provided that Recipient is vicariously liable for the failure of any Subsidiary and/or Employee to whom Confidential Information is disclosed to comply with Recipient’s obligations hereunder and further provided that the Subsidiary and/or Employee: (i) has a need to know the Confidential Information to fulfill the Purpose; and (ii) has entered into a confidentiality agreement with Recipient with terms that afford no less protection to the Confidential Information than the terms of this Agreement. Recipient shall not use any Residual Information for any purpose whatsoever, including without limitation, the development of its own products, services or business. For the purposes of this Agreement, “Residual Information” shall mean any Confidential Information of the Discloser which may be retained in intangible form in the minds of those representatives, employees, partners, associates or agents of the Recipient who have had access to such Confidential Information. Recipient may also disclose Confidential Information if and only to the extent: (i) it is required to do so by law provided that Recipient gives Discloser a significantly sufficient notice to enable it to seek an order limiting or precluding such disclosure; or (ii) Discloser gives its prior written authorization to do so which is signed by an officer of the Discloser. Recipient agrees that except to the extent that the Discloser is expressly precluded by law from prohibiting Recipient from doing so, Recipient shall not alter, modify, adapt, create derivative works, translate, transfer, deface, decompile, disassemble, convert into human readable form, or reverse engineer all, or any part, of any materials to which it is provided access by Discloser. Recipient’s duties with respect to Confidential Information under this Agreement expire five (5) years from the date of its disclosure hereunder (except for trade secrets, which shall be held in confidence for so long as they constitute and can be identified as trade secrets by the Discloser). In particular, Recipient shall not acquire any ownership right, interest or title in or to the Confidential Information or any intellectual property rights therein or the right to obtain or apply for such rights under this Agreement. Recipient further acknowledges that the Confidential Information has been developed at significant cost and has significant commercial value to Discloser and that knowledge of all or any part of the Confidential Information may constitute insider information under securities laws or yield a competitive advantage over others not having such knowledge. Recipient agrees that disclosure or inappropriate use of the Confidential Information could cause Discloser irreparable harm. Recipient further agrees therefore that Discloser will have the right to seek, in addition to any of its other rights and remedies, injunctive relief for any violation of this Agreement without posting bond, or by posting bond at the lowest amount required by law.

7. Ownership and Intellectual Property

(a) NURO Property. You acknowledge that all intellectual property rights, including without limitation copyrights, patents, trademarks, and trade secrets, in the Services and/or the Products are owned by NURO or its affiliates or our licensors. Your possession, access, and use of the Services and/or the Products do not transfer to you or any third-party any rights, title, or interest in or to such intellectual property rights. NURO and its affiliates and licensors and suppliers reserve all rights not granted in these Terms. The Services and/or the Products are licensed to you, not sold, under these Terms.

You may only copy parts of the Services (including this Site) on to your own computer for your own personal use. You may not use the content of the Services and/or the Products in any other public or commercial way nor may you copy or incorporate any of the content of the Services and/or the Products into any other work, including your own website or any third-party website without the explicit written consent of NURO. NURO retains full and complete title to all content in the Services and in the Products, including any downloadable software and all data that accompanies it. You must not copy, modify or in any way reproduce or damage the structure or presentation of the Services and/or the Products or any content therein.

(b) Feedback. You may choose to, or NURO may invite you to submit comments, suggestions, or ideas about the Services and/or Products, including how to improve the Services and/or the Products (herein-referred to as Ideas). By submitting any of these Ideas, you agree that your submissions are voluntary, gratuitous, unsolicited, and without restriction and will not place NURO under any fiduciary or other obligation. NURO may use, copy, modify, publish, or redistribute the submission and its contents for any purpose and in any way without any compensation to you. You also agree that NURO does not waive any rights to use similar or related Ideas previously known to NURO, developed by its employees, or obtained from other sources.

(c) User Submissions. You hereby grant NURO with a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sublicenseable and transferable right to access, display, or otherwise use any of your User Submissions (including all related intellectual property rights) solely in connection with providing you the Services and/or the Products and as directed by you. You also hereby do and shall grant each user of the Services and/or the Products a non-exclusive license to access and use any of your User Submissions through the Services and/or the Products and as permitted through the functionality of the Site, the Services and/or the Products and under these Terms. Furthermore, you understand that NURO retains the right at perpetuity to reformat, modify, create derivative works of, excerpt, and translate any User Submissions submitted by you and this without any compensation owed to you at any point in time.

8. Indemnity

You agree to defend, indemnify and hold NURO and its licensors and suppliers harmless from any damages, liabilities, claims or demands (including costs and attorney-issued fees) made by any third-party due to or arising out of (i) your use of the Services and/or the Products, (ii) your violation of these Terms, (iii) any User Submissions or Feedback you provide; or (iv) your violation of any law or the rights of any third party. NURO reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify NURO and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without NURO’s prior written consent. NURO will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

9. Warranty Disclaimers

(a) THE WARRANTY FOR ALL NURO PRODUCTS AND SERVICES -- INCLUDING BUT NOT LIMITED TO ALL HARDWARE, SOFTWARE, ALGORITHMS, ARTIFICIAL INTELLIGENCE, WEBSITE, MOBILE APPLICATIONS AND CLOUD-BASED SERVICES -- ARE SET FORTH HEREIN IN THIS LIMITED WARRANTY AND END-USER LICENSE AGREEMENT, RESPECTIVELY.

(b) THE SERVICES, SOFTWARE OR PRODUCTS ARE PROVIDED FOR YOUR CONVENIENCE, “AS IS” AND “AS AVAILABLE” AND NURO AND OUR LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.

(c) NURO AND OUR LICENSORS AND SUPPLIERS MAKE NO WARRANTY THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES: (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE COMPATIBLE WITH YOUR HOME NETWORK, COMPUTER OR MOBILE DEVICE; (III) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (IV) WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NURO OR THOUGH THE SERVICES SHALL CREATE ANY WARRANTY.

(d) NURO DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD-PARTY THROUGH OR IN CONNECTION WITH THE PRODUCTS OR SERVICES (INCLUDING, BUT NOT LIMITED TO, THIRD-PARTY PRODUCTS AND SERVICES CONNECTED THROUGH THE WORKS WITH NURO PLATFORM) OR ANY HYPERLINKED WEBSITE OR SERVICE, AND NURO WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF SUCH PRODUCTS OR SERVICES.

(e) WHEN YOU INSTALL, SETUP OR USE PRODUCTS AND SERVICES LIKE THOSE PROVIDED BY NURO YOU ARE GIVEN THE OPPORTUNITY TO ALTER DEFAULTS OR CHOOSE PARTICULAR SETTINGS. THE CHOICES YOU MAKE CAN CAUSE DAMAGE OR LEAD TO NON-RECOMMENDED OPERATION OF YOUR CONNECTED EQUIPMENT OR SYSTEMS. YOU ASSUME ALL LIABILITY FOR SUCH DAMAGE WHEN YOU CHOOSE PARTICULAR SETTINGS OR SET OR ADJUST DEFAULTS.

(f) NURO MAKES NO REPRESENTATIONS CONCERNING ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THE SERVICES, AND NURO WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED THROUGH THE SERVICES. NURO MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING SUGGESTIONS OR RECOMMENDATIONS OF SERVICES OR PRODUCTS OFFERED OR PURCHASED THROUGH THE SERVICES.

10. Limitation of Liability

Nothing in these Terms and in particular within this “Limitation of Liability” clause shall attempt to exclude liability that cannot be excluded under applicable law.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE ABOVE WARRANTY DISCLAIMERS, IN NO EVENT WILL (A) NURO BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING FROM OR RELATING TO THE SERVICES, SOFTWARE OR PRODUCTS, EVEN IF NURO KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) NURO’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE SERVICES AND THE PRODUCTS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEED THE FEES ACTUALLY PAID BY YOU TO NURO OR any AUTHORIZED RESELLER FOR THE SERVICES and/OR THE PRODUCTS AT ISSUE IN THE PRIOR 12 MONTHS (IF ANY). THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. NURO DISCLAIMS ALL LIABILITY OF ANY KIND OF AND FROM ANY LICENSORS AND/OR SUPPLIERS. UNDER NO CIRCUMSTANCES WILL NURO BE LIABLE IN ANY WAY FOR ANY CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED IN CONNECTION WITH USE OF OR EXPOSURE TO ANY CONTENT POSTED, EMAILED, ACCESSED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.

11. Fees and Payment

Although access to the Site is at no charge, certain aspects of the Services and/or Products may be provided for a fee. You shall pay all applicable fees, as described on the Site, in connection with such Services and/or Products selected by you. NURO reserves the right to change its price list and to institute new charges at any time, which may be sent by email to you or posted for public access via the Site. Your use of the Services and/or Products following such notification constitutes your acceptance of any new or increased charges. Any fees paid hereunder for Services are non-refundable. If you have purchased Services and/or Product from NURO, please refer to the Support Section of the Site for all returns and warranty information, or contact our Technical Support if you have any questions.

12. Disputes and Arbitration

(a) Contact NURO First. If a dispute arises between you and NURO, our goal is to learn about and address your concerns. You agree that you will notify NURO about any dispute you have with NURO regarding these Terms or our Services and/or Products by contacting NURO in writing first.

(b) Binding Arbitration. You and NURO agree, subject to clause 11(c), to submit any claim, dispute, action, cause of action, issue, or request for relief arising out of or relating to these Terms or your use of the Services and/or Products to binding arbitration rather than by filing any lawsuit in any forum other than set forth in this section. Further you agree arbitration is final and binding and subject to only very limited review by a court. You also waive your right to any form of appeal, review or recourse to any court or other judicial authority, insofar as such waiver may be validly made. This provision is intended to be interpreted broadly to encompass all disputes or claims arising out of or relating to your use of the Services and/or Products. Subject to clause 11(c), any dispute or claim made by you against us or us against you arising out of or relating to these Terms or your use of the Services and/or Products (whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory) will be resolved by binding arbitration except that you may take claims to small claims court if they qualify for hearing by such a court.

(c) Arbitration Procedures. You must first present any claim or dispute to us by contacting NURO to allow us an opportunity to resolve the dispute. You may request arbitration if your claim or dispute cannot be resolved within ninety (90) days after presenting the claim or dispute to NURO. NURO may request arbitration against you at any time after it has notified you of a claim or dispute in accordance with clause 11(f). The arbitration of any dispute or claim shall be conducted in accordance with the then current and applicable rules of the Canadian Arbitration Association as modified by this agreement. The place of any arbitration will be Waterloo, Ontario, Canada, and will be conducted in the English language. Claims will be heard by a single arbitrator. The arbitrator may not award relief in excess of or contrary to what this agreement provides, order consolidation or arbitration on a class wide or representative basis, award punitive or consequential damages or any other damages aside from the prevailing party’s actual damages, or order injunctive or declaratory relief, except that the arbitrator may award on an individual basis damages required by statute and may order injunctive or declaratory relief pursuant to an applicable consumer protection statute. Any arbitration shall be confidential, and neither you, nor NURO nor the arbitrator may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement or appeal of the arbitration award. Judgment on any arbitration award may be entered in any court having proper jurisdiction. If any portion of this arbitration clause is determined by a court to be inapplicable or invalid, then the remainder shall still be given full force and effect.

(d) No Class Actions. There shall be no right or authority for any claims subject to this arbitration clause to be arbitrated on a class action or consolidated basis or on bases involving claims brought in a purported representative capacity on behalf of the general public (including, but not limited to, as a private attorney general).

(e) Fees and Expenses. All administrative fees and expenses of arbitration will be divided equally between you and NURO. Each party will bear the expense of its own counsel, experts, witnesses and preparation and presentation of evidence at the arbitration hearing.

(f) YOU MUST CONTACT NURO WITHIN ONE (1) YEAR OF THE DATE OF THE OCCURRENCE OF THE EVENT OR FACTS GIVING RISE TO A DISPUTE, OR YOU WAIVE THE RIGHT TO PURSUE ANY CLAIM BASED UPON SUCH EVENT, FACTS, OR DISPUTE.

This arbitration clause shall survive termination of these Terms.

13. Digital Millennium Copyright Act

(a) If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail): (i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material; (iv) Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail; (v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

(b) Only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to NURO customer service through NURO support. You acknowledge that if you fail to comply with all of the requirements of this Section 12(b), your DMCA notice may not be valid.

(c) Counter-Notice. If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the material in your Content, you may send a counter-notice containing the following information to the Copyright Agent: (i) Your physical or electronic signature; (ii) Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled; (iii) A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and (iv) Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the provincial court in Waterloo, Ontario, Canada, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

(d) If a counter-notice is received by the Copyright Agent, NURO may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at NURO’s sole discretion.

14. General

(a) Changes to these Terms. NURO reserves the right to make changes to these Terms. You should ensure that you have read and agree with our most recent Terms publically disclosed on the Site when you use the Services and/or Products. Continued use of the Services and/or Products shall indicate your acknowledgment of such changes and agreement to be bound by the revised Terms.

(b) Governing Law. The courts in some countries will not apply Ontario Law or Canada Law to some types of disputes. If you reside in one of those countries, then where Ontario Law or Canada Law is excluded from applying, your country’s laws will apply to such disputes related to these terms. Otherwise, you agree that these Terms, and any claim, dispute, action, cause of action, issue, or request for relief arising out of or relating to these Terms or your use of the Services and/or Products shall be governed by the laws of the Province of Ontario, Canada, and in superior courts by the laws of the Country of Canada, without giving effect to any conflict of law principles that may provide the application of the law of another jurisdiction.

(c) Protection of Confidentiality and Intellectual Property Rights. Notwithstanding the foregoing, NURO may seek injunctive or other equitable relief to protect its confidential information and intellectual property rights or to prevent loss of data or damage to its servers in any court of competent jurisdiction.

(d) Entire Agreement/Severability. These Terms constitute the entire agreement between you and NURO regarding the use of the Services and/or the Products. Any failure by NURO to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Neither party is an agent or partner of the other party.

(e) Assignment. These Terms, and any associated rights or obligations, may not be assigned or otherwise transferred by you without NURO’s prior written consent. These Terms may be assigned by NURO without restriction. These Terms are binding upon any permitted assignee.

(f) Notifications. NURO may provide notifications to you as required by law or for marketing or other purposes via (at its option) email to the primary email associated with your Account, hard copy, or posting of such notice or change via the Site. NURO is not responsible for any automatic filtering you or your network provider may apply to email notifications. NURO recommends that you add @nuro.ca email addresses to your email address book to help ensure you receive email notifications from NURO.

(g) Copyright/Trademark Information. Copyright © 2014-2024, NURO CORP. All Rights Reserved. All trademarks, logos, and service marks (“Marks”) displayed on the Services and/or Products are the property of NURO or of their respective holders. You are not permitted to use any of the Marks without the applicable prior written consent of NURO or such respective holders. NURO reserves the right to alter the Services and/or Products and any other offerings, specifications, and pricing at any time without notice, and is not responsible for typographical or graphical errors that may appear in this or in related documents.