Insensi, Inc. (“Insensi”, “we”, “us”)brings families closer by facilitating communications using its ILY device (“ILY”), and its mobile software applications (each application, an “App”),all available at ily.co (the “Site”) or elsewhere (ILY, the Apps, and the Site are collectively referred to herein as the “Services”).
By purchasing andusing ILY, downloading our Apps, visiting the Site, or otherwise accessing or using the Services, you agree that you have read, understood, and agree to be bound by these Terms of Service (these “Terms of Service”). If you do not agree, you may not use the Services.You are solely responsible for your use of the Services. By using the Services you acknowledge that your use of the Services is solely at your own risk.
In addition to these Terms of Service, the following additional terms apply to your use of the Services. By using the Services, you agree to be bound by these additional terms, as applicable, which are incorporated herein by reference (collectively the “AdditionalTerms”):
- Any purchasing terms Insensi includes when you purchase ILY.
- Any additional terms or conditions Insensi may supply from time to time.
In the event of a conflict between the Terms of Service and the terms in any of the Additional Terms, these Terms of Service will control.We reserve the right at any time, with or without cause, to:
- Change the terms and conditions of these Terms of Service or Additional Terms.
- Change the Services, including eliminating or discontinuing any information, application or other feature of the Services.
- Deny or terminate your use of the Services or access to the Services, or both.
Using the Services
By using the Services, you represent that you are at least 18 years old or, if you are under 18 but are atleast 13 years old (a “Minor”), that you are using the Services with the consent of your parent or legalguardian and that you have received your parent’s or legal guardian’s permission to agree to theseTerms of Service and use the Services. If you are a parent or legal guardian of a Minor, you hereby agree to bindthe Minor to these Terms of Service and to fully indemnify and hold harmless Insensi if the Minor breaches any ofthese Terms of Service. If you are under 13, you may not use the Services.
You may be required to setup an ILY account to use the Services. You acknowledge that your account is personal to you and agree not to provide any other person with access to the Services using your username and password. You are responsible for the quality and integrity of the data in your account.You will take all reasonable precautions to prevent unauthorized access to or use of the Services and agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security.
In order to provide you with the best user experience, Insensi may release new versions of the software for the Services, including the ILY. You agree that Insensi may automatically and wirelessly provide these new versions of the software to the ILY.
You agree not to do the following:
- Use the Services in any way that violates any applicable law or regulation, including applicable export and re-export control laws and regulations.
- Engage in any conduct that restricts anyone's use or enjoyment of the Services, or which, in our opinion, may harm Insensi or users of the Services.
- Use the Services in any manner that could disable, overburden, damage, or limit our ability to provide the Services.
- Use any robot, spider or other automatic device, process or means to access the Services for any purpose, including monitoring, scraping, or copying any of the materials on the Services.
- Use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without our prior written consent.
- Attempt to interfere with the proper working of the Services.
- Reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the Services.
- Use the Services for any commercial or fraudulent purposes.
- Transfer, resell, lease, license or otherwise make the Services available to third parties.
- Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services, or any server, computer or database connected to the Services.
Ownership of Intellectual Property.
The Services are owned by Insensi, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
Insensi, the Insensi logo, ILY, the ILY logo, and all related names, logos, product and service names, designs and slogans are trademarks of Insensi or its affiliates or licensors. You may not use such marks without Insensi’s prior written permission. All other names, logos, product and service names, designs and slogans included in the Services are the trademarks of their respective owners.
Subject to these Terms of Service, Insensi grants you a limited, non-exclusive, non-transferable, term-limited, non-sublicensable, revocable license to use any software that is provided by Insensi that is pre-installed on, embedded in or incorporated into ILY solely in connection with your use of the Services.
If you send or transmit any comments, questions, or related materials to Insensi, (collectively,“Feedback”), recommending any changes to the Services, all such Feedback is, and will be treated as,non-confidential and non-proprietary. You represent that you have all rights necessary to submit theFeedback. You hereby grant to Insensi, with or without any attribution to you, a fully paid, royalty-free,perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use,market, reproduce, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback.
- Pre-Orders. You may pre-order ILY through itsKickstarter page.By pre-ordering ILY you acknowledge and agree that you are contributing (i.e., making a donation) to a work in progress and not making a direct purchase. Your reward for your contribution is the number of ILYs you pre-order. During the pre-order process Insensi will act with a high standard of effort, honest communication, and dedication to bring the project to life. At the same time, this is a work in progress, and you must understand that you are helping Insensito create something new — not ordering something that already exists. There may be changes or delays, and there’s a chance something could happen that prevents Insensi from being able to finish the project as promised.You will be charged at the time you place your pre-order, not when your order is shipped. If Insensi is unable to fulfill your reward, the parties agree that these Terms of Service will apply (including the Dispute Resolution section below). Insensi may cancel or refund your contribution at any time and for any reason, and if Insensi does so, Insensi is not required to fulfill the reward.
- Orders, Generally. Insensi may make ILYs available for purchase through the Site. Any sale of ILYs through the Site or any element of the Services is subject to these Termsof Service and to any applicable bill of sale or purchase agreement. You agree to pay any amounts and fees Insensi charges for your purchase of ILY (a “Payment”). Before you are required to make any Payment, you will have an opportunity to review and accept the amount that you will be charged for such Payment. All Payments are in U.S. Dollars and are non-refundable, except as otherwise provided for by these Terms of Service or Additional Terms. Insensi may change the Payment required for any component of the Services, including by changing the price for each ILY, on a going-forward basis, at any time. Insensi will charge the payment method you specify at the time of purchase, not when your order is shipped. You authorize Insensi to charge all sums described herein to such payment method.
- Online Payments. We will make the ILY and Services available for you to purchase on the Site. We will provide a link in the payment section of our website to Shopify, a third party vendor, which will process your payment. When you click submit your order, your payment information will be handled by an independent third party service, Stripe, which operates under separate terms and conditions with respect to your online payment transaction.
- Order Acceptance. We reserve the right, at our sole discretion, to refuse or cancel any order for any reason. Your account may also be restricted or terminated for any reason, at our sole discretion. You will be charged at the time you place your order, not when your order is shipped. Some situations that may result in your order being canceled include limitations on quantities available for purchase, inaccuracies or errors in product or pricing information, or problems identified by our credit and fraud avoidance department. We will contact you if all or any portion of your order is canceled.
Third Party Content and Linked Accounts.
- Third Party Content. Insensi displays through the Services various materials and content from third parties (“Third Party Materials”). The display on or through the Services of such Third Party Materials does not in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by Insensi of any third party or any affiliation between any such third party and Insensi. Furthermore, in using and accessing the Services, you agree that Insensi is in no way responsible for the accuracy, timeliness, or completeness of Third Party Materials. Insensi’s display of specific Third Party Materials does not suggest a recommendation by Insensi of the third party or any products, services, websites or plans offered. Your interaction with any third party accessed through the Services (whether online or offline) is at your own risk, and Insensi will have no liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence of any such third party or for any personal injuries, death, property damage, or other damages or expenses resulting from your interactions with the third party.
- Linked Accounts. Some features of the Services may allow you to link your Insensiaccount to your accounts on third party services, such as Twitter or Facebook (collectively, the “Integrated Services”). If you link your Insensiaccount to any Integrated Services, you are authorizing Insensi to store and use your access credentials to access your account on your behalf as your agent to integrate your experience with the Services with content, information, and features available through such Integrated Services. Use of Integrated Services in this manner may be subject to additional terms established by the applicable third parties providing the Integrated Services, and it is your sole responsibility to comply with such third party terms. Insensi provides such information and links as a convenience to you and such links and references should not be considered endorsements or recommendations of such sites or any content, products or information offered on such sites.
These Terms of Service will remain in effect until terminated. Your rights and licenses under these Terms of Service will terminate immediately upon your breach of any section of these Terms of Service. You may terminate these Terms of Service by canceling your account with Insensi, and, if applicable, uninstalling and ceasing use of ILY. Insensi may terminate the Services, or limit or terminate your access to the Services at any time for any reason or no reason at all. No refunds will be granted in connection with any termination of the Services. You agree that termination of your account is your sole remedy for any dissatisfaction with the Services.
Organizations, companies, and businesses may not use the Services for any purpose without Insensi’s consent, which may be provided or denied in Insensi’s sole discretion. Insensi may investigate and take any available legal action in response to illegal or unauthorized uses of the Services.
Reliance on Information Posted.
Any information contained in the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other user of the Services, or by anyone who may be informed of any of its contents.
Disclaimer of Warranties.
Please read this carefully. It affects your rights. Most customer concerns can be resolved quickly and effectively to a customer’s satisfaction by contacting us at firstname.lastname@example.org.
Your use of the Services is at your own risk. The Services are provided on an “as is” and “as available” basis, without any warranties of any kind, either express or implied. Neither Insensi nor any person associated with Insensi makes any warranty or representation with respect to the completeness, security, reliability, quality, accuracy or availability of the Services. Without limiting the foregoing, neither Insensi nor anyone associated with Insensi represents that the Services will be accurate, reliable, error-free or uninterrupted, that defects will be corrected, that the Services are free of viruses or other harmful components or that the Services will otherwise meet your needs or expectations.
Insensi hereby disclaims all warranties of any kind, whether express or implied, statutory or otherwise, including but not limited to any warranties of merchantability, non-infringement and fitness for particular purpose.
Limitation on Liability.
When permitted by law, Insensi, its affiliates or their licensors, service providers, employees, agents, officers or directors will not be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use, the Services, including any direct, indirect, special, incidental, consequential or punitive damages.
You agree to defend, indemnify and hold harmless Insensi, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Service or your use of the Services.
- Generally. The laws of the state of Delaware, without giving effect to its principles of conflicts of law, govern all adversarial proceedings arising out of these Terms of Service and your use of the Services.In the interest of resolving disputes between you and Insensi in the most expedient and cost effective manner, you and Insensi agree that any and all disputes arising out of or relating in any way with these Terms of Service or your use of the Services shall be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes, but is not limited to all claims arising out of or relating to any aspect of these Terms of Service or the Services, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether the claims arise during or after the termination of these Terms of Service. You understand and agree that, by entering into these terms of service, you and Insensiare each waiving the right to a trial by jury or to participate in a class action.
- Exceptions. Notwithstanding Section13(a), we both agree that nothing herein shall be deemed to waive, preclude, or otherwise limit either of our rights to (1) seek injunctive relief in a court of law, or (2) file suit in a court of law to address intellectual property infringement claims.
- Fees. Any arbitration hearings will take place at a location to be agreed upon in New York, New York provided that if the claim is for $10,000 or less, the party requesting relief may choose whether the arbitration will be conducted through binding non-appearance-based arbitration. This non-appearance-based arbitration must comply with the following rules: (a) the arbitration shall be conducted by telephone, online, and/or be solely based on written submissions (the specific manner shall be chosen by the party initiating the arbitration); (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction. If the arbitrator finds that either the substance of your claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the American Arbitration Association Rules. In such case, you agree to reimburse Insensi for all monies previously disbursed by it that are otherwise your obligation to pay under the American Arbitration Association Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
- No Class Actions. You and Insensi agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Further, unless both you and Insensi agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
- Enforceability. If Sections13(a) or 13(c) are found to be unenforceable, then the parties agree that the laws of the state of Delaware, without giving effect to its principles of conflicts of law, govern all adversarial proceedings arising out of these Terms of Service and your use of the Services. Any legal suit, action or proceeding arising out of, or related to, these Terms of Service or your use of the Services must be instituted exclusively in New York, New York, and each party hereby submits to the exclusive jurisdiction of those courts for purposes of any such proceeding.
- Force Majeure. You acknowledge and understand that if Insensi is unable to provide the Services as a result of a force majeure event Insensi will not be in breach of these Terms of Service. A force majeure event means any event beyond the control of Insensi.
- Compliance with Laws. You agree to familiarize yourself with and abide by all applicable local, state, national and international laws and regulations and you are solely responsible for all acts or omissions that occur under their account, including without limitation the content of the phone calls and messages transmitted through the Services.
- Limitation on Time to File Claims. Any cause of action or claim you may have arising out of or relating to the Terms of Service or the Services must be commenced within one year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.
- Severability. If any provision of the Terms of Service is held to be unenforceable, then that provision will be modified to the minimum extent necessary to make it enforceable, unless that modification is not permitted by law, in which case that provision will be disregarded.
- Entire Agreement. These Terms of Service and the Additional Terms constitute the entire understanding between you and Insensi with respect to the Services and supersedes all other agreements, whether written and oral, between you and Insensi.
The Services are offered by Insensi, Inc.:
115 W. 30th St., Ste. 709
New York, NY 10001