These Terms of Use (the “Terms”) set forth the terms and conditions under which individuals may access and use the application (the “App”) made available by Korrus, Inc. (“Company”, “we” or “us”) and the services associated with such App (the “Services”). Please read these Terms before using the App or Services. By indicating acceptance of these Terms via click through, electronic signature or other electronic means offered by Company or by otherwise using the App and/or Services, you are entering into a legal contract with Company and you hereby accept and will be bound by these Terms. You represent and warrant that you have the right, capacity, and authority to enter into these Terms. If you object to anything in these Terms, do not use the App or the Services.

1. Our Platform

Our App and our Services enable you to control your connected lights (the “Devices”), including adjusting the spectrum of such lights to help you align your circadian rhythms. Our Services also provide resources and guidance on other steps you can take to help align your circadian rhythms, such as guidance regarding when to eat or exercise (any such resources and/or guidance, “Content”). As used herein, “Platform” refers to our App, our Services, and our Content.

Company reserves the right to modify or update the Platform or any portion thereof from time to time, or to suspend or discontinue the Platform, or any portion thereof, at any time. Company will not be liable to you or to any third party should it exercise such rights. If any modifications or updates to the Platform or any portions thereof are made available to you by Company, these Terms will govern such updates, unless the update is accompanied by a separate agreement in which case the terms of that agreement will apply.

2. Your Account

To use our Platform, you need to create an account. You must be at least 18 years old to create an account. You agree that:

• You will register your account in your own legal name, and will otherwise provide accurate, current and complete information in connection with your registration for an account and use of the Platform;
• You are solely responsible for any and all use of your account and all activities that occur under or in connection with your Account;
• You will not allow another person to use our Platform with your account and will not access our Platform under anyone else’s account; and
• You are responsible for maintaining the confidentiality and security of your Account credentials.

Company is not responsible for any losses arising from the unauthorized use of your account, or any other account. You will notify us immediately if you find out that your account is being used without your permission. Company will not be liable for any loss or damage arising from your failure to comply with the above requirements.

Company reserves the right, but is not obligated, to utilize third party service providers to verify on an ongoing basis that account data submitted by you is accurate. You agree that Company may conduct any such verification and take such action in response as it deems appropriate in its sole discretion, including without limitation suspending and/or terminating your access to the Platform and/or deleting your account.

3. Privacy

Your privacy is important to us. Our Privacy Policy (available at https://www.korrus.com/privacy-policy/) describes how we collect, use, and disclose information about you. Please read our Privacy Policy carefully so you understand how we use and share information we collect about you.

4. Use of the Platform

Subject to your compliance with the terms and conditions of these Terms, you may and use the Platform during the Term. You agree that you will use the Platform only for its intended use. You further agree that you will not, nor enable or permit others to:

• Make the Platform available to others through your account;
• Sell, license, rent, lease or assign the Platform or distribute, display, host, disclose, outsource or otherwise commercially exploit the Platform, including, without limitation, as part of a product or service provided to any third party;
• Use our Platform in a way that negatively affects others or our ability to provide the Platform to you or others or for any illegal or unauthorized purpose;
• Download (other than page caching) any Content contained within the Platform, other than as expressly permitted by Company;
• Use any technology or other means not authorized by us to access our Platform or to extract data therefrom;
• Attempt to gain unauthorized access to our Platform or any services or infrastructure used by us to support the Platform, including by trying to circumvent any restrictions;
• Interfere with, disrupt, or create an undue burden on servers or networks connected to the Platform, or violate the regulations, policies or procedures of such networks;
• Upload, transmit, or distribute to or through the Platform any computer viruses, worms, or any software intended to damage or alter a computer system or data;
• Attempt to decipher, decompile, reverse engineer, disassemble, reproduce, modify, copy, distribute, publicly perform, publicly display or create derivative works of the Platform or any portion thereof or the source code of any software used to provide the Platform (except as and only to the extent permitted by applicable law);
• Use our Platform in excess of any applicable technical or capacity limitations; or
• Use our Platform to create a competitive product or service.

We will use commercially available efforts to make the Platform available to you, but you acknowledge and agree that there may be errors in the Platform or interruptions in its availability, for which we will have no liability.

You further acknowledge and agree that the Platform and the Content provided therein are for your general informational purposes only and that the Platform and the Content are no substitute for professional medical advice, diagnosis, treatment or emergency intervention. You should always seek the advice of your healthcare provider(s) for any questions regarding your health or medical condition(s). You hereby assume all responsibility for your use of the Platform and the Content and for all decisions to take or not take action based on any Content provided or displayed via the Platform. Use of the Platform and the Content is solely at your own risk. Neither Company nor any of its licensors will be liable for any of the foregoing.

5. Third-Party Materials; Links

We may make available through our Platform certain additional products, services, features, or content provided by third parties (including, without limitation, as part of the Content) and our Platform may enable you to interface with certain additional products or services provided by third parties (collectively, “Third-Party Materials”). Your use of Third-Party Materials made available through or that interface with the Platform may be subject to additional terms and conditions of the third party. Company has no responsibility for or liability with respect to your access to, your use of, and/or the availability, functionality or performance of any Third-Party Materials.

Our Platform may also contain links or provide access to other websites or other online services operated by third parties. Those third-party websites are not under our control, and we are not responsible for the content on any third-party website or service linked from the Platform. We provide these links only as a convenience and we don’t have any obligation to review, approve, monitor, endorse, move, remove, warrant, or make any representations with respect to third-party services.

6. Feedback

You may choose to provide Company with ideas, feedback, or suggestions for us about our existing products and services, including the Platform or Content (“Feedback”). If you provide Company with Feedback, you hereby grant Company a non-exclusive, perpetual and irrevocable license to use and exploit such Feedback for any purpose, including to incorporate such Feedback within its products and services, without providing payment or any other consideration to you. Company has no confidentiality or other obligations with respect to your Feedback.

7. Intellectual Property

The intellectual property embodied in the software, code, equipment, proprietary methods, and/or systems used to provide the Platform, and all Content available therein (collectively, “Company Technology”) is owned by Company and/or our licensors under United States and international intellectual property laws. You must abide by all legal notices, information, or restrictions contained in, or attached to, any Company Technology. Nothing in these Terms grants you any rights to receive Company Technology or to obtain access to Company Technology, except as expressly set forth in these Terms. All copyright and other proprietary notices on the Platform (or on any Content available through) must be retained on all copies thereof. Furthermore, nothing in these Terms will be deemed to grant, by implication, estoppel or otherwise, a license to Company Technology.

You acknowledge and agree that Company shall have the right to collect and analyze data related to your use of and the performance of the Platform (“Usage Data”) and that Company shall own all such Usage Data.

The names, logos, and other business identifiers displayed on the Platform, including any Content, constitute trademarks, tradenames, service marks or logos (“Company Marks”) of Company and/or our licensors. You are not authorized to use any Company Marks. Ownership of all such Company Marks and the goodwill associated with those Company Marks remain with Company or the applicable licensor. Company and its affiliates reserve all rights not granted in these Terms.

8. Term and Termination

We may immediately terminate these Terms and consequently your access to your Account and our Platform and/or Content at any time if you violate these Terms, create possible legal liability for Company, or if your use of the Platform and/or Content poses a risk to Company or others. If we terminate these Terms: (i) your Account will be deactivated, and (ii) your rights and obligations under these Terms will terminate (other than those provisions that survive as described below).

You may also remove your Account at any time, which will terminate these Terms (other than those provisions that survive as described below).

We will not have any liability for any termination of these Terms for any reason. The Feedback, Intellectual Property, Disclaimer, Limitation of Liability, Indemnity, and Miscellaneous provisions will survive any termination of these Terms.

9. Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE ARE PROVIDING OUR PLATFORM AND CONTENT ON AN “AS IS” BASIS FOR USE AT YOUR OWN RISK. WE DISCLAIM ALL WARRANTIES WITH RESPECT TO OUR PLATFORM AND CONTENT (INCLUDING ANY THIRD-PARTY MATERIALS AVAILABLE THROUGH OR THAT INTERFACE WITH OUR PLATFORM) PROVIDED UNDER THESE TERMS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INTERFERENCE, SYSTEM INTEGRATION, LOSS OR CORRUPTION OF DATA, OR ACCURACY. WE DO NOT WARRANT THAT YOUR USE OF OUR PLATFORM OR CONTENT (INCLUDING ANY THIRD-PARTY MATERIALS AVAILABLE THROUGH OR THAT INTERFACE OUR PLATFROM) PROVIDED UNDER THESE TERMS WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE OR SECURE. WE ALSO MAKE NO REPRESENTATIONS OR WARRANTIES AND DISCLAIM ALL WARRANTIES OR LIABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY, ON BEHALF OF ANY OF OUR AFFILIATES, AGENTS, SUPPLIERS, DISTRIBUTORS, PARTNERS, OR LICENSORS. THE FEATURES AND FUNCTIONALITY OF OUR PLATFORM (INCLUDING ANY THIRD-PARTY MATERIALS AVAILABLE THROUGH OR THAT INTERFACE WITH OUR PLATFORM) MAY CHANGE AT ANY TIME AND COMPANY DISCLAIMS ANY RESPONSIBILITY FOR SUCH CHANGES OR ANY STATEMENTS COMPANY MAKES OR HAS MADE ABOUT THE EXISTENCE OF SUCH FEATURES OR FUNCTIONALITY. OUR PLATFORM NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN THE DATA OR INFORMATION PROVIDED BY OUR PLATFROM COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

10. Limitation of Liability.

IN NO EVENT WILL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR PLATFORM OR CONTENT (INCLUDING ANY THIRD-PARTY MATERIALS AVAILABLE THROUGH OR THAT INTERFACE WITH OUR PLATFORM), WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THESE TERMS OR OUR PLATORM OR CONTENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT EXCEED ONE HUNDRED DOLLARS ($100).

THE FOREGOING LIMITATIONS OF LIABILITY APPLY TO THE FULLEST EXTENT ALLOWED BY LAW. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU.

11. Indemnity

You will defend, hold harmless, and indemnify Company, its affiliates and its and their directors, officers, employees, agents, contractors, licensors, successors and assigns, from and against any third-party allegation or claim based on, or any loss, damage, settlement, cost, expense and any other liability (including reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification) (collectively, “Claims”) arising from or related to your breach of any provision of these Terms.

12. Miscellaneous

Modifications to these Terms
Company reserves the right to change and make additions to these Terms at any time. If we do, we’ll use reasonable efforts to notify you, for example, by sending a notification to your Account and/or giving notice through our Platform. Unless we say otherwise in our notice, the revised Terms will be effective immediately and your continued use of your Account after we provide notice of the changes will confirm your acceptance of the revised Terms. We encourage you to review the Terms from time to time to ensure you understand the terms and conditions that apply to your use of the Platform.

Governing Law and Venue; Waiver of Jury Trial; Waiver of Class Relief
These Terms will be governed by the laws of the State of Delaware, without reference to rules governing choice of laws or the U.N. Convention on Contracts for the International Sale of Goods. In the event of any dispute, you hereby irrevocably consent to and waive any objection to the exclusive jurisdiction and venue of the federal and state courts located in the State of Delaware with respect to any claims, suits or proceedings arising out of or in connection with these Terms or the Platform. Each party shall have the right to collect from the other party its reasonable costs and necessary disbursements and attorneys’ fees incurred in enforcing these Terms.

YOU AND COMPANY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY OR TO PARTICIPATE IN A CLASS ACTION.
THE PARTIES HEREBY WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. TO THE EXTENT EITHER PARTY IS PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, THE PARTIES AGREE THAT: (I) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS’ FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOT WITHSTANDING ANY OTHER PROVISION TO THE CONTRARY IN THESE TERMS); AND (II) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION.

Compliance
You will comply with all applicable laws and regulations and will not, without prior government authorization, export, re-export, or transfer Company products (including the App), services (including the Services) or technology, either directly or indirectly, in violation of such laws and regulations. You represent and warrant that you (i) are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services, or that has been designated by the U.S. Government as a “terrorist supporting” country; (ii) have not been identified as a “Specially Designated National” by the Office of Foreign Assets Control; (iii) have not been placed on the U.S. Commerce Department’s Denied Persons List;” and (iv) will not use our Platform if any applicable laws in your country prohibit you from doing so in accordance with these Terms.

Communications
You hereby consent to receive communications from us about your Account in an electronic form, whether via email, via the App or posting on our Platform or other reasonable means; and agree that all terms and conditions, agreements, notices, disclosures, and other communications that we send to you electronically satisfy any legal requirement that such communications must be in writing. If you have any questions about this, please reach out to info@korrus.com.

Assignment
These Terms are personal to you, and you may not assign or delegate your right and/or duties under these Terms to anyone else. Company may assign these Terms upon notice to you. Any attempted assignment or delegation in contravention of the foregoing is void.

Remedies and Waiver
You acknowledge that we have the right to seek an injunction, if necessary, to stop or prevent your violation of these Terms. Any delay or failure by us to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. No waiver by us will have effect unless such waiver is in writing, signed by us. No waiver of any breach or default in one instance will constitute a waiver of any subsequent breach or default.

Severability; Entire Agreement
If for any reason a court of competent jurisdiction finds any provision of these Terms to be unenforceable, that provision of these Terms will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of these Terms will continue in full force and effect. These Terms constitute the entire agreement between us with regard to your access to and use of the Platform.