Terms of use.
Neut Terms of Use Agreement
This Terms of Use Agreement (the “Agreement”) is effective as of the moment of acceptance of these terms, by and among each User (as defined herein) and Innogized Technologies, Inc. (hereinafter “Innogized”). Each User and Innogized may be referred to herein singularly as a “Party” and collectively as the “Parties.”
A. Innogized has developed proprietary software and related proprietary information to assist parents and caregivers in properly dressing infants and to assist parents and caregivers in safe sleep practices (collectively, the “Neut App”); and
B. Each “User” is (i) a parent/legal guardian (“Parent/Guardian”) of a Child, (ii) a caregiver to a Child (“Caregiver”), or (iii) an infant of whom each undersigned Parent/Guardian has legal custody (“Child”); “you” refers to each User, whether such User is a Parent/Guardian or a Caregiver.
Therefore, acknowledging the accuracy of the foregoing, and for good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:
1. License Grant. Subject to the terms of this Agreement, Innogized grants you a limited, non-exclusive, non-sublicensable and nontransferable license to download, install, and use Neut App for your personal, non-commercial use on a single mobile device/tablet owned or otherwise controlled by you ("Mobile Device"), and two other Mobile Devices of a Parent/Guardian or Caregiver to your Child, strictly in accordance with the Neut App's documentation, and access, stream, download, and use on each such Mobile Device the Content and Services (as defined in Section 5) made available in or otherwise accessible through Neut App, strictly in accordance with this Agreement and the Terms of Use applicable to such Content and Services as set forth in Section 5.
2. License Restrictions. Except as may be expressly permitted by applicable law or expressly authorized by Neut App, each User shall not:
(a) Copy, modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of Neut App;
(b) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of Neut App or any part thereof;
(c) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from Neut App, including any copy thereof;
(d) rent, lease, lend, sell, distribute, publish, or otherwise make available Neut App, or any features or functionality of Neut App, to any third party for any reason, including by making Neut App available on a network where it is capable of being accessed by others;
(e) use any robot, spider, or other automatic device, process, or means to access Neut App for any purpose, including monitoring or copying any of the material on Neut App;
(f) use any manual process to monitor or copy any of the material on Neut App, or for any other purpose not expressly authorized in this Agreement, without Innogized's prior written consent;
(g) frame, mirror, or otherwise incorporate Neut App or any portion of Neut App as part of any other mobile application, website, or service;
(h) use Neut App in any manner that could disable, overburden, damage, or impair Neut App or interfere with any other party's use of Neut App; or
(i) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting Neut App.
3. Reservation of Rights. You acknowledge and agree that Neut App is provided under license, and not sold, to you. You do not acquire any ownership interest in Neut App under this Agreement. Innogized reserves and retains all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
4. Collection and Use of Your Information. You acknowledge that when you download, install, or use Neut App, Innogized may use automatic means (including, for example, cookies and web beacons) to collect information about your Mobile Device and about your use of Neut App. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using Neut App or certain of its features or functionality, and Neut App may provide you with opportunities to share information about yourself with others. All information we collect through or in connection with this Application is subject to our Privacy Policy www.neutsleep.com/privacy . By downloading, installing, using, and providing information to or through this Application, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
5. Content and Services. Neut App may provide you with access to Innogized's website located at www.innogizedtechnologies.com and www.neutsleep.com (the "Website") and products and services accessible thereon, and certain features, functionality, and content accessible on or through Neut App may be hosted on the Website (collectively, "Content and Services"). Your access to and use of such Content and Services are governed by Website's Terms of Use and Privacy Policy located at www.neutsleep.com/terms and www.neutsleep.com/privacy , which are incorporated herein by this reference. Your access to and use of such Content and Services may require you to acknowledge your acceptance of such Terms of Use and Privacy Policy and/or to register with the Website, and your failure to do so may restrict you from accessing or using certain of Neut App's features and functionality. Any violation of such Terms of Use will also be deemed a violation of this Agreement.
6. Updates. Innogized may from time to time in its sole discretion develop and provide application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Innogized has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality, or to provide help-desk services or other support. You shall promptly download and install all Updates and acknowledge and agree that Neut App or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of Neut App and be subject to all terms and conditions of this Agreement.
7. Third-Party Materials. Neut App may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third-Party Materials"). You acknowledge and agree that Innogized is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Innogized does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.
8. Term and Termination. You may terminate this Agreement by deleting Neut App and all copies thereof from your Mobile Device. Innogized may terminate this Agreement at any time without notice. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. Upon termination, all rights granted to you under this Agreement will also terminate, and you must cease all use of Neut App and delete all copies of Neut App from your Mobile Device and account. Termination will not limit any of Innogized's rights or remedies at law or in equity.
9. Rules and Instructions. Each adult User hereby represents, warrants and covenants that he/she: (a) has read the Rules and Instructions on Schedule A, including but not limited to the safety instructions and safety warnings and (b) will comply with the Rules and Instructions and any other instructions or requests made by Innogized during the use of the Neut App to supplement or modify any provision of the Rules and Instructions.
10. Assumption of Risk. All use of all or any part of the Neut App shall be at each such User’s sole risk and responsibility. The Neut App shall be used at all times in a safe manner to provide all reasonably necessary and appropriate measures to protect the safety of people and property.
11. No Warranties; Limited Liability.
(a) User agress to use the NEUT APP ONLY IN NON-CRITICAL ENVIRONMENTS AND CIRCUMSTANCES, AND ONLY WITH DUE CARE FOR THE SAFETY OF THE PARTICIPATING INFANT.
(b) INNOGIZED DISCLAIMS ANY AND ALL WARRANTIES RELATED TO THE NEUT APP, EXPRESS, IMPLIED OR STATUTORY, INCLUDING (WITHOUT LIMITATION) ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
(c) IN NO EVENT SHALL INNOGIZED BE LIABLE TO USER, THE PARTICIPATING CHILD, OR TO ANY THIRD PARTY FOR (i) LOST PROFITS, SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR (ii) FOR ANY DAMAGES ASSOCIATED WITH ANY PERSONAL INJURY, PROPERTY DAMAGE, IN EITHER CASE, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE NEUT APP, OR OTHERWISE RELATED TO THIS AGREEMENT, WHETHER IN AN ACTION IN CONTRACT, STRICT LIABILITY OR IN TORT INCLUDING NEGLIGENCE.
(d) USER SHALL INDEMNIFY AND HOLD INNOGIZED HARMLESS FROM ALL COSTS, AWARDS, DAMAGES, EXPENSES AND FEES (INCLUDING ATTORNEYS FEES) RESULTING FROM OR RELATED TO ANY THIRD-PARTY CLAIMS (INCLUDING AGENTS AND EMPLOYEES OF USER) AGAINST INNOGIZED, ITS OFFICERS, DIRECTORS AND/OR EMPLOYEES, FOR PERSONAL INJURY (INCLUDING DEATH) OR PROPERTY DAMAGE RELATED TO OR RESULTING FROM THE USE OF THE NEUT APP, OR OTHERWISE RELATED TO THIS AGREEMENT.
12. Assignment. No User is entitled to assign or otherwise transfer this Agreement, in whole or in part, without the prior written consent of Innogized, whose consent may be withheld at the sole discretion of Innogized.
13. Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of Ohio, without reference to its principles of conflicts of laws.
14. Beneficiaries; Severability; Headings and Captions. This Agreement shall be binding upon and inure to the benefit of the Parties and each of their respective successors, heirs and permitted assigns. If a provision of this Agreement is held invalid or unenforceable under any applicable law, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof shall continue in full force and effect. Headings used in this Agreement are for reference only and shall not be used or relied upon in the interpretation of this Agreement.
15. Minor Acknowledgment. Each Parent/Guardian acknowledges that he/she is not only signing this Agreement on his/her behalf, but that he/she is also signing on behalf of the minor Child and that the minor Child shall be bound by all the terms of this Agreement. Additionally, by signing this Agreement as the parent or legal guardian of a minor, each Parent/Guardian understands that he/she is also waiving rights on behalf of the Child that the Child otherwise may have. Each undersigned Parent/Guardian agrees that, but for the foregoing, the Child would not be permitted to participate in the use of the Neut App.
16. Modification. No modification, termination, or attempted waiver of this Agreement, or any provision thereof, shall be valid unless in writing signed by the Party against whom the same is sought to be enforced.
17. Complete Agreement. This Agreement constitutes the complete agreement and sets forth the entire understanding and agreement of the Parties as to the subject matter of this Agreement and supersedes all prior discussions and understandings in respect to the subject of this Agreement, whether written or oral.
18. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. This Agreement may be delivered by electronic application or other electronic means and electronic signatures of acceptance shall be treated as original signatures for all applicable purposes.
IN WITNESS OF, by accepting these terms, the Parties hereto have each caused this Terms of Use Agreement to be executed by them effective as of the date recorded at the moment of acceptance.
Schedule A
Rules and Instructions
The intent of this Neut App is to provide caregivers with useful, broad, scientifically based guidelines when unsure about dressing an infant for sleep, and to provide further reassurance as required. It is not intended that infant care become ‘so scientific’ that parents ignore their instincts and rely solely on technology.
1. Information to be Collected by Innogized.
The Neut App uses only basic personal information that families disclose to Innogized:
- Baby’s first name
- Email address
- Baby age (in months)
- Photographs of baby clothing and clothing size information
- Usage Data (for more information please see our Privacy Policy)
Innogized does not process sensitive personal information. Innogized does not receive any information from third parties.
The Neut App sends push notifications regarding certain of its features. If you wish to opt out of receiving these types of communications, they can be turned off in the phone settings.
The Neut App processes application data to maintain the security and operation of our application, for troubleshooting, and for internal analytic and reporting purposes. The information we collect includes Log and Usage Data, which is service-related, diagnostic, usage & performance information which is recorded in a log file on a NoSQL Realtime Database. “Firebase” and “Firestore” perform this service for us and are used to securely collect and store this data. This log data includes non-identifiable data, such as the mathematical measurements performed by the Neut App, the room temperature, clothing pictures and the allocated thermal resistance, for example. This log data also includes the baby’s first name in order to enable Innogized to associate data with specific evaluations.
Innogized has implemented appropriate and reasonable technical and organizational security measures designed to protect the security of any information we possess. However, despite our best safeguards and efforts to secure Users information, no electronic transmission over the Internet or information storage technology can be guaranteed to be 100% secure, so we cannot promise or guarantee that hackers, cybercriminals or other unauthorized third parties will not be able to defeat our security and improperly collect, access, steal or modify Users information. Although we will do our best to protect Users personal information, the transmission of personal information to and from our Services is at Users own risk.
Innogized does not knowingly collect data from or market to children under 18 years of age. By using the services, you represent that you are at least 18 or that you are the parent or guardian of such a minor.
2. Important Safety Instructions and Safety Warnings.
The Neut App is a new technology designed to help take some of the guesswork out of dressing an infant for healthy sleep. The Neut App analyzes information from the User regarding sleep clothing and room temperature and predicts the thermal resistance of chosen sleep clothes and matches them to room conditions. The Neut App relies on the User to input reliable information accurately describing sleep clothing and room temperature. It is the sole responsibility of the User to ensure high quality input data. The parent of caregiver hereby acknowledges that poor quality input data may result in poor quality recommendations.
Recommendations from the Neut App should be observed and evaluated by Users based on the User’s own experience. The recommendations from the Neut App are only recommendations based on the Neut App’s analysis of the fabric, or input data provided by the User, and the temperature within the room, which may also have been provided by the User. Recommendations are provided for the consideration of the caregiver, who has ultimate accountability for actions and results that follow.
The Child’s safety is the responsibility of each Parent/Guardian and Caregiver. When deciding how to dress the Child, each Parent/Guardian and Caregiver should consider factors such as:
· illness or potential illness, and state of health,
· whether the Child has a general tendency to run hot or cold, and
· proximity of the Child to any HVAC vents, windows or doors that may impact the temperature of the crib/immediate area/room, where the Child will sleep.
· adequate airflow and humidity in the room can affect your child’s temperature.
It is the responsibility of the parent or caregiver to check on the infant while sleeping. Touching the back of their neck of stomach regularly is advised. If skin is sweaty, or there is cause to suspect that the infant may be too hot, remove a layer or decrease the room temperature.
The Neut App is not for use with a baby nest, cot duvet or blanket. Always use a clear, flat mattress and check your child regularly to make sure they are not too warm or cold using touch. If your baby has a fever, the amount of sleep clothing should not increase, and may need to be reduced. If in doubt, consult a healthcare professional.
Do not use sleep sacks in combination with swaddles. Do not use multiple layers of either sleep sacks or swaddles. Do not use short and long-sleeved bodysuits together, or multiple layers of either. Do not use Romper (footless) PJ and Footie (footed) PJ together, or multiple layers of either.
Traditional Swaddling (creating a swaddle using a sheet of fabric material) techniques, skill and capabilities, vary greatly and can influence the effective thermal resistance of your child’s sleep clothing. Guidance provided by the Neut App is only for consideration by the caregiver.
The Neut App performs best when:
· fabric measurements are taken on a wrinkle and fold free section of single-ply material representing a single layer of the sleep clothing material.
· fabric measurements are taken on a section of the clothing material that best represents the majority of the garment that contributes towards thermal resistance.
· the caregiver provides regular and consistent feedback at the end of a sleep session.
The Neut App is not a substitute for dressing infants for sleep safely with due care and attention and will not function under all circumstances. The caregiver should not assume that the Neut App will correct errors of judgment in dressing an infant for sleep. Please consult Innogized for more details. If in doubt please consult a healthcare professional. If you are facing a medical emergency, call your local emergency services immediately, or visit the nearest Emergency Room or Urgent Care center. You should consult your healthcare provider before starting any new wellness program.
The content provided by the Neut App is general in nature and for informational purposes only and does not constitute medical advice; the content is not intended to be a substitute for professional medical advice, diagnosis, or treatment. Always consult your doctor or other qualified healthcare provider with any questions you may have regarding a medical condition, procedure, or treatment.
The Neut App is not a “Medical Device” as such term is used in the rules and regulations of the U.S. Food and Drug Administration, and is not intended for use in the diagnosis of disease or other conditions, or in the cure, mitigation, treatment, or prevention of disease.
These statements have not been evaluated by the Food and Drug Administration.
3. To discontinue use at any time, close the Neut App on your phone.
4. If You Have Questions.
Contact: