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eClip Terms of Use

Acceptance of Terms of Use

These Terms of Use govern the relationship between you and Elepho, Inc., a Delaware corporation (“Elepho”, “us” or “our” or such similar term) with respect to our product known as the eClip or “Product” or such other name pertaining to that Product. The term eClip and Product includes any hardware, software or application pertaining to the product. By opening the box or using the eClip, you accept and agree to be bound by these Terms of Use. If you do not agree to these Terms of Use, you should not use nor permit the use of the eClip.

Changes to Terms of Use.

Elepho reserves the right, from time to time, with or without notice to you, to change these Terms of Use in our sole discretion. The most current version of these Terms of Use can be reviewed by clicking on the "Terms of Use" hyperlink located at the bottom of the pages of our website currently located at www.elepho.com/eclip (the “Website”). The most current version of the Terms of Use will supersede all previous versions. Your use of the eClip after changes are made means that you agree to be bound by such changes.

Privacy

Any information submitted on the Elepho Web site is subject to our Privacy Policy, the terms of which are incorporated herein. Please review our Privacy Policy to understand our practices.

Intellectual Property

The eClip, any other products of Elepho and the Website and its contents are provided "as is" and we make no representations or warranties of any kind with respect to them.

 The eClip is intended as a tool to assist those who are responsible for infants (“Caretaker”) monitor the temperature to which an infant is exposed while inside a vehicle and to alert the Caretaker if the infant is left behind in the vehicle. The eClip is not foolproof and is not a substitute for the vigilance of the Caretaker in ensuring that the infant does not come to harm in the vehicle. The responsibility for the infant is solely and exclusively that of the Caretaker and not Elepho. Elepho disclaims all responsibility and liability for injury to any infant or other person, including without limitation, for loss of life, arising from the use of the eClip.

 The eClip generates, uses and can radiate radio frequency energy and may cause interference to radio communications. Individuals may be harmed by the radio frequency energy and Elepho disclaims any such damage or injury - use of the eClip is at the risk of the user. However, there is no guarantee that interference will not occur in a particular installation. Any changes or modifications to this unit not expressly approved by the party responsible for compliance could void the user’s authority to operate the equipment.

 The eClip must be used in accordance with the instructions provided with the unit or as otherwise set forth in the User Guide for the eClip or on the Website including without limitation, by giving permissions to access the following services on your smartphone:
- Bluetooth and GPS/location services – for BLE Bluetooth Low Energy pairing between eClip and app
- Audio permission – to sound eClip audio alerts and adjust volume for alerts
- Camera to take a picture to add in baby profile picture
- Storage to save and retrieve images for baby profile picture
- Wake lock – to allow the screen to wake up from sleep mode for eClip alerts

Elepho shall bear no liability arising, directly or indirectly, from the granting of these permissions. Use of the eClip in a manner which is inconsistent with the instructions shall be the sole responsibility of the user. Without derogating from the generality of the foregoing, the Caretaker must ensure at all times that the hardware battery is charged to at least 3 bars as indicated on the app, that the receiver of signals from the hardware whether a cellular phone or otherwise (the “Receiver”) is adequately charged, that no obstruction interferes with the signal between the hardware and the receiver and that the receiver is operating correctly. It is an integral part of the development, improvement and debugging of the eClip, that Elepho may from time to time issue updates to the app/software - You agree to allow such updates to install automatically.

 The eClip may only be used in accordance and in compliance with applicable law. Specifically, you may not access the application nor hardware while driving a motor vehicle if doing so is not in accordance with local law - eClip disclaims any liability for any use by you which contravenes applicable law.

 Without derogating from that otherwise noted above, use of the eClip is subject to adequate reception between the eClip hardware and the Receiver and that the eClip application is not subject to interference from any other software or application on the Receiver. Elepho disclaims any liability for the failure of the eClip to operate as expected due to a failure in interaction between the eClip hardware, the Receiver and applications which run on the Receiver.

We assume no liability or responsibility for any errors or omissions in the operation of eClip hardware nor software/app, any failures, delays, or interruptions in the operation of eClip nor any losses or damages arising from the use of eClip or any conduct by users of eClip.

In no event shall Elepho, its shareholders, directors, officers, or employees be liable (jointly or severally) to you for any special, incidental, indirect or consequential damages of any kind, or any damages whatsoever resulting from loss of use, whether or not advised of the possibility of damage, and on any theory of liability, arising out of or in connection with the use or performance of the Product. If any applicable authority holds any portion of this section to be unenforceable, then liability will be limited to the fullest possible extent permitted by applicable law.

You or your end-users may only use eClip for lawful purposes any contrary use is prohibited.

USE OF THE eClip AND ANY RELIANCE BY YOU UPON THE eClip, INCLUDING ANY ACTION TAKEN BY YOU BECAUSE OF SUCH USE OR RELIANCE, IS AT YOUR SOLE RISK. ELEPHO DOES NOT WARRANT THAT THE SERVICE OF THE eClip WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. THE SERVICES ARE PROVIDED "AS IS" AND ELEPHO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

Your sole and exclusive remedy for any failure or nonperformance of the Services shall be for Elepho to use commercially reasonable efforts to adjust, repair or at its sole and absolute discretion, replace the eClip.

WITHOUT DEROGATING FROM THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL ELEPHO OR ANY OF ITS BUSINESS PARTNERS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS "ELEPHO ") BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF ELEPHO SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN THE EVENT THAT NOTWITHSTANDING THE FOREGOING, ELEPHO IS FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE LIABILITY OF ELEPHO TO YOU WILL BE LIMITED TO THE PURCHASE PRICE PAID BY YOU FOR THE PRODUCT.

MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

Elepho and you agree that the Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of the Agreement.

In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover its costs and attorneys' fees.

The Agreement shall be governed by the laws of the State of New York without regard to its choice or law or conflict of laws provisions. All legal actions in connection with the Agreement brought by you shall be brought exclusively in the state or federal courts located in New York City, New York.

© 2018 Elepho, Inc. All product or service names mentioned herein or on the Website are or may be trademarks or registered trademarks of their respective owners. The products or services described in this document may be protected by U.S. patents, foreign patents, or pending applications.