CAREFULLY READ ALL OF THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT BEFORE YOU USE THE SOFTWARE EMBEDDED IN THE SERVICE YOU HAVE SUBSCRIBED FOR.
All words used with a capital first letter shall have the meaning set forth hereunder.
Effective: This End User License Agreement is effective as of the date of your first use of the Software.
This end user license agreement (this “Agreement“) is a legally binding agreement between the subscriber or user of the software (the “Subscriber“) and PanopticAI Limited, a Hong Kong incorporated company with registered office located at Unit 561,5/F., Building 19W, No. 19 Science Park West Avenue, Hong Kong Science Park, Pak Shek Kok, N.T., Hong Kong (“PanopticAI or “We”“). By using, installing or clicking the acceptance button of the software embedded in the service subscribed by the Subscriber (the “Software“) the Subscriber is accepting to be bound by all of the terms and conditions of this Agreement.
- Grant of License. The Software and all accompanying documentation (the “Documentation”) are provided to the Subscriber under the terms and conditions set forth in this Agreement. Subject to such terms and conditions, PanopticAI hereby grants to the Subscriber a non-exclusive, non-transferable right to use the Software incorporated in the service subscribed by the Subscriber, and their associated Documentation. The Subscriber may use the Software in the country where the Subscribed for the service or any other country to which the service is legally exported.
- Limitations on Use. The Subscriber will not modify, adapt, translate or create derivative work from the Software or the Documentation without the prior written consent of PanopticAI. The Subscriber will not reverse engineer, decompile, disassemble or otherwise attempt to recreate the source code of the Software. The Subscriber will not separate from the Software any of the component parts of the Software, nor separate the Software from the device within which it is embedded. In the event the Subscriber shall have to enable interoperability of the Software, as and when restrictively permitted by the governing law, the Subscriber shall (i) request PanopticAI to provide information to enable such interoperability with necessary environment, and if necessary to ensure such interoperability (ii) request PanopticAI to make any necessary modification of the Software to enable such interoperability.
- Limitations on Duplication. The Subscriber will not make any copies of the Software or the Documentation; provided, however, that the Subscriber may make one complete copy of the Software or the Documentation solely for backup purposes. The Subscriber shall ensure that all patent, copyright, trademark and other proprietary notices of PanopticAI and its licensors affixed to or displayed on and/or in the Software and/or the Documentation will not be removed or modified.
- Limitations on Transfer. The Subscriber will not sell, rent, lease or otherwise transfer any or all of the Software, the Documentation or any copies thereof, without the prior written consent of PanopticAI. The Subscriber will not sublicense, assign, delegate, rent, lease or otherwise transfer any or all of its rights under this Agreement.
- Ownership and Copyright. The Subscriber has not acquired, by virtue of this Agreement, any right of ownership in or to the Software, the Documentation or any related patent, patent claim, copyright, trademark or other intellectual property right. By virtue of this Agreement, the Subscriber has acquired a right of ownership solely in and to the physical media on which the Software and the Documentation may be recorded or fixed. PanopticAI, its licensors and their respective licensors retain all right, title and interest in and to the Software, the Documentation and any and all copies thereof, except for the rights expressly granted to the Subscriber pursuant to this Agreement and as may be granted by PanopticAI from time to time. Such right, title and interest of PanopticAI and its licensors are protected under applicable intellectual property right laws and international treaties.
- Term and Termination. The term of this Agreement commences upon the first use by the Subscriber of the Software and ends upon expiration of applicable intellectual property rights of PanopticAI or the termination of this Agreement as described below, whichever comes first:-
If the Subscriber fails to comply with any of the terms and conditions set forth in this Agreement, then:
(a) this Agreement will automatically terminate,
(b) immediately upon such termination, the Subscriber will
(i) destroy or permanently erase the Software and any and all copies thereof and
(ii) destroy the Documentation and any and all copies thereof, and
(c) PanopticAI may exercise any or all remedies available to it under applicable laws. In addition, the Subscriber may terminate this Agreement at any time by:
(i) destroying or permanently erasing the Software and any and all copies thereof and
(ii) destroying the Documentation and any and all copies thereof.
- NO WARRANTIES. THE SOFTWARE IS MADE AVAILABLE TO THE SUBSCRIBER ON AN “AS IS” BASIS WITHOUT ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Some jurisdictions may not permit the exclusion of implied warranties; so the above exclusion may not apply to the Subscriber. The Subscriber may have other rights that vary from jurisdiction to jurisdiction.
PanopticAI may from time to time, in its sole discretion, make available to the Subscriber, with or without charge, updates to the Software or the Documentation. Such updates will be subject to the terms of this Agreement unless provided under different terms. No such action will create any warranty obligation on the part of PanopticAI.
- LIMITATION OF REMEDIES. IN NO EVENT WILL PANOPTICAI, ITS LICENSORS OR THEIR RESPECTIVE LICENSORS BE LIABLE FOR ANY DAMAGES OR OTHER RELIEF WHATSOEVER ARISING OUT OF SUBSCRIBER’S USE OR INABILITY TO USE THE SOFTWARE OR THE DOCUMENTATION, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL OR EXEMPLARY DAMAGES OR LEGAL FEES ARISING OUT OF SUCH USE OR INABILITY TO USE THE SOFTWARE, EVEN IF PANOPTICAI, ITS LICENSORS OR THEIR RESPECTIVE LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some jurisdictions may not permit the exclusion or limitation of incidental or consequential damages; so the above exclusion or limitation may not apply to the Subscriber.
- Governing Law. This Agreement will be governed by and construed in accordance with the laws of Hong Kong Special Administrative Region, without giving effect to the conflicts of laws principles thereof.
- Other Terms. Additional or different terms and conditions may be applicable to the Subscriber if so, agreed in writing by the distributor of the Software, PanopticAI, its licensors and/or their respective licensors.
DISCLAIMERS
NOT FOR MEDICAL USE
SERVICES SOLELY FOR ENHANCING GENERAL WELLBEING
OUR PROVISIONS ARE SPECIFICALLY TAILORED FOR BOOSTING OVERALL WELLNESS AND ARE NOT MEDICALLY ORIENTED. THEY ARE NOT DESIGNED FOR USE IN MEDICAL DIAGNOSIS, TREATMENT, OR ANY MEDICAL-RELATED APPLICATIONS. THE ESTIMATED HEALTH INDICATORS (“INDICATORS”) THAT WE PROVIDE, COVERING BOTH PHYSIOLOGICAL AND PSYCHOLOGICAL ASPECTS SUCH AS HEART RATE, STRESS LEVELS, AND BLOOD PRESSURE, SHOULD NOT BE CONSTRUED AS MEDICAL CONSULTATION. THESE INDICATORS ARE NOT CREATED FOR USE IN DIAGNOSIS, TREATMENT, OR PREVENTION OF ANY HEALTH CONDITIONS OR INJURIES. TO THE FULLEST EXTENT ALLOWABLE BY LAW, YOU ACKNOWLEDGE THAT WE DO NOT DISSEMINATE ANY FORM OF MEDICAL COUNSEL THROUGH OUR SERVICES. ALL INFORMATION, INCLUDING THE INDICATORS, SHOULD NOT BE USED AS A REPLACEMENT FOR THE ADVICE OR CONSULTATION OF YOUR PERSONAL PHYSICIAN OR OTHER HEALTHCARE PROFESSIONALS. IF YOU HAVE ANY HEALTH CONCERNS, CONTACT YOUR PHYSICIAN OR HEALTHCARE PROVIDER IMMEDIATELY.
INDICATOR ACCURACY
THE INDICATORS THAT WE DELIVER ARE BASED ON OUR OWN GUIDELINES AND STANDARDS AT PANOPTICAI AND ARE EXCLUSIVELY FOR GENERAL WELLNESS PURPOSES, WITHOUT ANY FORM OF GUARANTEE. ALTHOUGH WE STRIVE TO PROVIDE ACCURATE ESTIMATED INDICATORS, WE DO NOT GUARANTEE, AND HEREBY DISCLAIM RESPONSIBILITY AND LIABILITY FOR THE ACCURACY, RELIABILITY, AVAILABILITY, SECURITY, COMPLETENESS, OR CORRECT USAGE OF THE INDICATORS, INFORMATION, AND ALL OTHER DATA OR RESULTS THAT YOU MAY ACQUIRE THROUGH OUR SERVICES.
