Terms of Service

Perceptive Things, Inc. ( “Perceptive Things” or “We”) provides the website located at www.perceptivethings.com (the “Site”), mobile application (“App”), and/or on-line dashboard made available at the Site via login for viewing and analyzing Sensor Data (as defined herein) for use in conjunction with hardware products, services, IoT plug-ins and other software (the “Services”). Some of the Services can be used together or in ways that integrate with products and services from third parties.

These Terms of Use and Privacy Policy (collectively, the "Terms") are a binding contract between you and Perceptive Things. You must agree to and accept all of the Terms, or you don't have the right to use the Site and/or Services. Your use of the Site and/or Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services.  We reserve the right, at our sole discretion, to update or revise these Terms.  Please check the Terms periodically for changes.  Your continued use of the Site and/or Services following the posting of any changes to the Terms constitutes acceptance of those changes.

By accessing or using the site or services, or downloading, opening and/or installing the app or any related application, you (“licensee” or “you”) represent and warrant that you are 18 years of age or older, and accept and agree to be bound by these terms. If you’re agreeing to these terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity's behalf and bind them to these Terms. If your use of the Services is prohibited by applicable laws, then you aren't authorized to use the Site and/or Services and Perceptive Things cannot and will not be responsible for your using the Site and/or Services in a way that breaks the law.  IF YOU DO NOT AGREE WITH THESE TERMS, YOU MAY NOT USE THE SITE AND/OR SERVICES AND YOU MUST DELETE THE APP FROM YOUR MOBILE DEVICE.

Your Account

In order to use the Site and/or Services, you may be required to sign up for an account, provide a verifiable email address, provide your name, and select a password and user name (which may be your email address) ("Account").  In conjunction with your login, you may be required to register by providing information about you or your company.  If you do not provide the information you may be refused access to the site and/or Services.  You agree that any information you provide in creating your Account is complete and accurate, and you agree to keep it up to date.  You may not select as part of your Account a name that you don't have the right to use, or another person's name with the intent to impersonate that person.  You may not transfer your Account to anyone else without our prior written permission.

Each individual permitted to access the Services through the Account is referred to in these Terms as a “User.” Each User who accesses the Site and/or Services through your Account and must be your employee, member, director, partner, affiliate, consultant, contractor or agent accessing the Services on your behalf. User subscriptions are for named Users only and cannot be shared or used by more than one User, but may be transferred to new Users from Users who no longer require ongoing use of the Services. You are responsible for maintaining the confidentiality of passwords and internal management or administration of the Services for your Users. You agree that Perceptive Things has no liability with regard to the use of such passwords by third parties unless such unauthorized use was the fault of, or a result of the gross negligence of, Perceptive Things. You agree to notify Perceptive Things promptly if you have any reason to believe that the security of your Account has been compromised.

License

Perceptive Things grants you a non-exclusive, non-transferable and non-sublicensable license (except as set forth herein) to use the Site and/or Services subject to these Terms and solely in connection with a Perceptive Things product or hardware. You acknowledge and agree that Perceptive Things has and will retain all right, title, interest and ownership in and to the Site and/or the Services, including, but not limited to, any trademarks, copyrights, patents, trade secrets and all IP Rights with respect thereto or contained therein; certain components of the Services may be licensed by Perceptive Things from third parties, and as to such components, such third parties retain ownership and have authorized Perceptive Things to grant the license herein as a sublicense to you.

You acknowledge that these Terms are entered into between you and Perceptive Things only, and not with any mobile application service provider (e.g., such as Apple or Google; each an “Application Provider”). Perceptive Things is responsible only for the Site and/or Services. Notwithstanding the foregoing, to the extent that any Application Provider’s terms of service are more restrictive than, or otherwise in conflict with these Terms, you are responsible for compliance with your Application Provider’s terms of service, in addition to continual compliance with the Perceptive Things Terms herein. You acknowledge that you have had the opportunity to review your Application Provider’s terms of service and its use of the Site and/or Services will comply with such terms.

Changes in the Site and/or Service

We're always trying to improve the Site and/or Services. We may suspend or discontinue any part of the Site and/or Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Site and/or Services. In some cases, the changes we make to the Site and/or Services may cause older hardware devices, third party services, software configurations or setups to no longer work with the Site and/or Services, and you may be required to upgrade or change these devices, services, configurations or setups in order to continue using the Site and/or Services. We'll try to give you notice when we make a material change to the Site and/or Services that would adversely affect you, but this isn't always practical. Similarly, we reserve the right to remove any Content (as defined below) from the Site and/or Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice. Your continued use of our Site and/or Services constitutes acceptance of any changes made to the Site and/or Services.

Use Restrictions

You represent, warrant, and agree that you will not use the Site and/or Services or interact with the Site and/or Services in a manner that:

  1. Infringes or violates the intellectual property rights or any other rights of Perceptive Things or any third parties;

  2. Violates any law or regulation;

  3. Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;

  4. Jeopardizes the security of your Account or anyone else's (such as allowing someone else to log on as you on the Site and/or Services);

  5. Attempts, in any manner, to obtain the password, account, or other security information from any other user;

  6. Violates the security of any computer network, or cracks any passwords, or security encryption codes;

  7. Runs Maillist, Listserv, any form of auto-responder or "spam" on the Site and/or Services, or that otherwise interfere with the proper working of the Site and/or Services (including by placing an unreasonable load on the site and/or Services' infrastructure);

  8. "Crawls," "scrapes," or "spiders" any page or portion of the Site and/or Services (through use of manual or automated means);

  9. Copies or stores any significant portion of the Content (as defined below);

  10. Decompiles, reverse engineers, or otherwise attempts to obtain the source code of the Site and/or Services, to the extent such restriction is prohibited by applicable law. In addition, if you connect any video or audio recording devices to the Site and/or Services (e.g., video cameras), you understand and acknowledge that (i) Perceptive Things’ use of any information collected from such devices, including audio/video information, is subject to Perceptive Things Privacy Policy, and (ii) you are responsible for obtaining (and you represent and warrant that you have obtained), any and all consents that may be required under applicable local law from all individuals who will be recorded by such devices. Without limiting any other remedy available to Perceptive Things, your violation of any of the foregoing is grounds for termination of your right to use or access the Site and/or Services.

Customer Service

If you have any questions or concerns regarding the Site, the Services or these Terms, please contact Perceptive Things. You understand and agree that customer service and any customer care and support offered and provided by Perceptive Things is not a 911 service or dispatch center, an emergency service provider or dispatch service, or a lifesaving solution for people at risk in their home or otherwise. PLEASE DO NOT CONTACT CUSTOMER SERVICE OR ANY CUSTOMER CARE AND SUPPORT OFFERED BY PERCEPTIVE THINGS WITH ANY LIFE/SAFETY EMERGENCY, MEDICAL EMERGENCY, OR ANY OTHER EMERGENCY. IF YOU HAVE ANY SUCH EMERGENCY, YOU SHOULD IMMEDIATELY CONTACT THE POLICE, FIRE DEPARTMENT, 911 OR APPROPRIATE EMERGENCY RESPONSE SERVICE.

User Submission and Sensor Data

You may post, upload, share, store, or otherwise provide content, information, or data to or through the Site and/or Services in various ways.  Any Content, information, materials or data that you provide to us in any way through the Site and/or Services is referred to as your "User Content." When you connect sensors provided by Perceptive Things, third party services, or applications with the Services, those sensors and applications may provide information or data to the Site and/or Services, often in an automated fashion (the "Sensor Data").  Sensor Data is aggregated from use of the Services and does not identify or otherwise permit the identification of you or in conjunction with any of your personal or financial information or results of operations. Perceptive Things may use and disclose Sensor Data to improve the Site and/or Services, statistical analysis, benchmarking and other purposes.  Any Sensor Data shall be owned by Perceptive Things and subject to our Privacy Policy (where applicable). 

You own your User Content and Perceptive Things does not claim any ownership over your User Content. You grant us certain rights in your User Content, subject to the Privacy Policy, as further detailed below. You represent and warrant that you own or otherwise control all rights to such User Content and Sensor Data and that disclosure and use of such User Submissions and Sensor Data by Perceptive Things (including without limitation, publishing content on the Services) will not infringe or violate the rights of any third party.

Subject to our Privacy Policy (where applicable), for all User Content, you hereby do and shall grant Perceptive Things a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, share, prepare derivative works of, display, perform, and otherwise fully exploit the User Content in connection with the Site and/or Services, and Perceptive Things (and its successors' and assigns') business, including without limitation for promoting and redistributing part or all of the Site and/or Services in any media formats and through any media channels (including, without limitation, third party websites and services).

Unless explicitly acknowledged or committed to as part of a feature of the Site and/or Services, Perceptive Things has no obligation: (i) to maintain your User Content or Sensor Data for any specified period of time or (ii) to guarantee access to User Content or Sensor Data.  Perceptive Things shall have no liability for User Content or Sensor Data submitted to the Services that are or become unavailable through the Site and/or Services.

Perceptive Things does not endorse and has no control over any User Content. You acknowledge that all User Content accessed by you using the Service and all User Content provided by you are at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.

Intellectual Property

Except as expressly stated, this agreement does not grant either party any rights, implied or otherwise, to the other's intellectual property. Perceptive Things owns all IP Rights in the Content on the Site and/or Services, Perceptive Things’ trademarks and Sensor Data.  “IP Rights” means all current and future worldwide intellectual property rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights. “Content” means, without limitation, the materials displayed or performed on the Site and/or Services, including, but not limited to, applications, software and/or services that are designed to operate with the Services, text, graphics, articles, photos, images, illustrations.

You promise to abide by all copyright and trademark notices, and all other restrictions contained in any Content you access through the Site and/or Services, and you won't use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else's rights.  You won't modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works based on, or otherwise exploit any of the Services.

Copyright Infringement and The Digital Millennium Copyright Act Of 1998 (DMCA)

Perceptive Things respect others' intellectual property rights, and it shall, in its sole discretion, terminate the access of Users of the Site and/or Services who infringe upon the copyrights of Perceptive Things or others. Perceptive Things has designated an agent to receive notices of claimed copyright infringement relating to the Site under the Digital Millennium Copyright Act, 17 U.S.C. § 512(c) (the “DMCA”). If you believe that your copyright, or the copyright of a person on whose behalf you are authorized to act, has been infringed, you must send a written notice to Perceptive Things containing the following information:

                             i.            A physical or electronic signature of the owner of, or a person authorized to act on behalf of the owner of, an exclusive right that is allegedly infringed.

                            ii.            Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works.

                           iii.            Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.

                           iv.            Contact information for the notifying party, including name, address, telephone number, and email address.

                            v.            A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.

                           vi.            A statement that the information in the notification is accurate, and under penalty of perjury, that you are the owner of, or authorized to act on behalf of the owner of, an exclusive right that is allegedly infringed.

You must submit your written notice containing the above information by fax, email, or postal to the following Designated Agent:

303 Spring St., Second Floor

New York, NY 10013

If you believe that the User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent or pursuant to the law to post and use the material in your User Content, you may send a counter-notice containing the following information to the Designated Agent: (i) Your physical or electronic signature; (ii) Identification of the User Content that has been removed, or to which access has been disabled, and the location at which the User Content appeared before it was removed or disabled; (iii) A statement that you have a good-faith belief that the User Content was removed or disabled as a result of mistake or misidentification of the User Content; and (iv) Your name, address, telephone number and email address, a statement that you consent to the jurisdiction of the federal court in New York, NY, USA and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Designated Agent, Perceptive Things may send a copy of the counter-notice to the original complainant informing that person that they may replace the removed Content or cease disabling it in 10 working days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed User Content may be replaced, or access to it restored, in 10 to 14 working days or more after receipt of the counter-notice, at Perceptive Things’ sole discretion.

Beta Services  

From time to time, Perceptive Things may invite you to try Beta Services at no charge. You may accept or decline any such trial in your sole discretion.  Beta Services will be clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation or by a description of similar import.  Beta Services are for evaluation purposes and not for production use, are not considered “Services” under this Agreement, are not supported, and may be subject to additional terms.  Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date that a version of the Beta Services becomes generally available.  We may discontinue Beta Services at any time in our sole discretion and may never make them generally available.  We will have no liability for any harm or damage arising out of or in connection with a Beta Service.

Term and Termination

You can terminate your Account at any time with 30 days notice and for any reason by informing us that you wish to delete your Account.  Upon termination, all licenses and other rights granted to you under these Terms will immediately cease.  Perceptive Things may terminate (or suspend access to) your use of the Site and/or Services or your Account, for any reason in our discretion, including your breach of these Terms. Perceptive Things has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.  In no case will Perceptive Things’ closure of your Account, or reduction of your access to the Site and/or Services, waive or affect any other right or relief to which Perceptive Things may be entitled.

Account termination may result in destruction of any User Content and/or Sensor Data associated with your Account, so keep that in mind before you decide to terminate your Account. We will try to provide advance notice to you prior to our terminating your Account so that you are able to retrieve any important User Content or Sensor Data you may have stored in your Account (to the extent allowed by law, these Terms, and the functionality of the Services), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone's safety or security, or otherwise harmful to the rights or property of Perceptive Things.

If you have deleted your Account by mistake, contact us immediately at contact@perceptivethings.com. We will try to restore your Account, but unfortunately, we can't promise that we can recover or restore anything.

Disclaimer of Warranty

EXCEPT AS MAY OTHERWISE BE PROVIDED BY PERCEPTIVE THINGS, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE SITE AND/OR SERVICES IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND/OR SERVICES IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND PERCEPTIVE THINGS HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SITE AND/OR SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. PERCEPTIVE THINGS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN OR SERVICES PERFORMED OR PROVIDED BY THE SITE AND/OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SITE AND/OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PERCEPTIVE THINGS, SHMC OR ANY AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SITE AND/OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability

YOUR USE OF THE SITE AND/OR SERVICES IS ENTIRELY AT YOUR OWN RISK. UNDER NO CIRCUMSTANCE WILL PERCEPTIVE THINGS, ITS RESPECTIVE AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE TO YOU ON ACCOUNT OF YOUR USE OR MISUSE OF, OR RELIANCE ON, THE SITE AND/OR SERVICES TO THE EXTENT PERMITTED BY LAW. IN NO EVENT WILL PERCEPTIVE THINGS, ITS RESPECTIVE AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE TO YOU FOR ANY ACTUAL, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES OR OTHER DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SITE AND/OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR HAVE LEGISLATION THAT RESTRICTS THE LIMITATION OR EXCLUSION OF LIABILITY, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. PERCEPTIVE THINGS’ CUMULATIVE LIABILITY UNDER THESE TERMS FOR ANY AND ALL DAMAGES OR UNDER ANY THEORY OF RECOVERY IS LIMITED TO $10 USD OR THE AMOUNT OF THE FEES PAID BY YOU FOR USE OF THE SITE AND/OR SERVICES (IF ANY) IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO LIABILITY.

Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend, release and hold Perceptive Things and its licensors, suppliers and affiliates (collectively, the “Perceptive Things Parties”) harmless from and against (i) all claims, actions, lawsuits and any other legal action brought by any third party against any of the perceptive things parties arising from or relating to (a) your use and each authorized User’s use of the Site and/or Services; (b) your or your authorized Users’ violation of these Terms; (c) any User Content or feedback you provide; or (d) your or your authorized Users’ violation of any law or the rights of any third-party (collectively, “Third Party Actions”); and (ii) any and all related losses, damages, settlements and judgements (including payment of the Perceptive Things Parties’ attorneys’ fees and costs) incurred by any of the Perceptive Things Parties, assessed or found against any of the Perceptive Things Parties, or made by any of the Perceptive Things Parties, relating to or arising from any such third party action. You understand and agree that your indemnification obligation to the Perceptive Things Parties applies even if such Third-Party Action arises from the negligence of any kind or degree, breach of contract or warranty, strict liability, non-compliance with applicable law, or other fault or wrongdoing of any of the Perceptive Things Parties. However, nothing contained herein shall be construed to require any indemnification which would render or make this clause, in whole or in part, void and/or unenforceable under applicable law. Further, your indemnification obligation shall not apply to any willful, wanton, intentional or reckless misconduct of the Perceptive Things Parties, or gross negligence of the Perceptive Things Parties in those states that do not permit indemnification for gross negligence.  

Outside the United States

Perceptive Things makes no claims that the Site and/or Services may be lawfully viewed, downloaded, used or accessed outside of the United States. Access to the Site and/or Services may not be legal by certain persons or in certain countries. Perceptive Things is not responsible for ensuring the Site and/or Services complies with laws outside of the United States, and you do so at your own risk. Notwithstanding the foregoing, and in particular, but without limitation, the Site and/or Services may not be exported or re-exported (a) into (or to a national or resident of) any U.S. embargoed countries (including without limitation Cuba, Iran, Iraq, Libya, North Korea, Serbia, Sudan, and Syria) or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Site and/or Services, Licensee represents and warrants that it is are not located in, under control of, or a national or resident of any such country or on any such list.

Choice of Law and Forum

These Terms shall be governed by and construed in accordance with the laws of the state of New York, without regard to such state's rules regarding conflicts of laws. By accessing this Site and/or Services, you agree that courts located in the Eastern and Southern Districts of New York or in the counties within those federal judicial districts shall have exclusive jurisdiction over all claims and actions arising out of or relating to these Terms and/or your use of the Site and/or Services, and you further agree and submit to the exercise of personal jurisdiction of such courts and consent to extra-territorial service of process for the purpose of litigating any such claim or action.

Disputes/Arbitration

For purposes of this section, “Dispute” shall mean any dispute, claim, or controversy arising out of or relating to these Terms (such as with respect to their validity or enforceability), the Services, your (or anybody else’s) access to and/or use of the Services, and/or the provision of content, Products, Services, and/or technology on or through the Site.

Disputes concerning patents, copyrights, moral rights, trademarks, and trade secrets and claims of piracy or unauthorized use of the Site shall not be subject to arbitration, and the notice and 30-day negotiation period required by this paragraph shall not apply to these types of Disputes.

Except as otherwise specifically set forth below, any Dispute of any kind, if unresolved through informal discussions within 30 days of the sending of the notice described above, shall be resolved by binding arbitration to be held in New York. You agree to submit to the personal jurisdiction of any state or federal court in New York, New York to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator(s).

The arbitration shall be conducted in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and administered by the AAA. The AAA Rules and fee information are available at www.adr.org or by calling the AAA at 1 (800) 778-7879.

Payment of all filings, administration and arbitration fees will be governed by the AAA Rules.  The decision from the arbitration will be in writing and binding and conclusive on Perceptive Things and you, and judgment to enforce the decision may be entered by any court of competent jurisdiction. Perceptive Things and you agree that dispositive motions, including without limitation motions to dismiss and motions for summary judgment, will be allowed in the arbitration. The arbitrator(s) must follow these Terms and can award the same damages and relief as a court, including injunctive or other equitable relief and attorney’s fees. Perceptive Things and you understand that, absent this mandatory arbitration provision, Perceptive Things and you would have the right to sue in court and have a jury trial. Perceptive Things and you further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and that the right to discovery may be more limited in arbitration than in court.

You or Perceptive Things may choose to pursue a claim in small claims court where jurisdiction and venue over you and Perceptive Things otherwise qualifies for such small claims court and where the claim does not include a request for any type of equitable relief. However, if you decide to pursue a claim in small claims court, you agree to still provide Perceptive Things 30-day advance notice by email to contact@perceptivethings.com and by U.S. Mail to 303 Spring St., Second Floor, New York, NY 10013.

You have the right to opt out and not be bound by the provisions requiring arbitration by sending written notice of your decision to opt out to Perceptive Things by email to contact@perceptivethings.com AND by U.S. Mail to 303 Spring St., Second Floor, New York, NY 10013. The notice must be sent within 30 days of your first use of any of the Site. If you do not opt out via this method, you will be bound to arbitrate Disputes in accordance with the terms of these paragraphs. If you opt out of the provisions requiring arbitration, Perceptive Things will not be bound by these provisions either. If any clause within this Disputes/Arbitration section is found to be illegal or unenforceable, that specific clause will be severed from this section, and the remainder of its provisions will be given full force and effect. In any event, if for any reason a Dispute between Perceptive Things and you is before a court (e.g., if the arbitration provisions are found unenforceable or if pursuant to these Terms the matter is not subject to arbitration), Perceptive Things and you agree to waive, to the fullest extent allowed by law, any trial by jury.

This Disputes/Arbitration section will also apply to any claims asserted by you against any present or future parent, subsidiary, or affiliated company of Perceptive Things, or any employee, officer, director, or investor of Perceptive Things, and to any claims asserted by any of them against you, to the extent that any such claims arise out of or relate to these Terms (such as with respect to their validity or enforceability), the Services, any person’s access to and/or use of the Site, and/or the provision of content, Products, Services, and/or technology on or through the Site.

Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS.

Perceptive Things and you agree to resolve any Dispute in an individual capacity, and not on behalf of, or as part of, any purported class, consolidated, or representative proceeding. Perceptive Things and you further agree to not participate in any consolidated, class, or representative proceeding (existing or future) brought by any third party arising out of or relating to any Dispute with a third party.

If any court or arbitrator determines that the class/consolidated/representative action waiver set forth in this section is void or unenforceable for any reason or that arbitration can proceed on a class, consolidated, or representative basis, then the disputes, claims, or controversies will not be subject to arbitration and must be litigated in federal court located in New York County, New York.

If any clause within this Class Action Waiver section is found to be illegal or unenforceable, that specific clause will be severed from this section, and the remainder of its provisions will be given full force and effect.

This Class Action Waiver section will also apply to any claims asserted by you against any present or future parent, subsidiary or affiliated company of Perceptive Things, or any employee, officer, director, or investor of Perceptive Things, and to any claims asserted by any of them against you, to the extent that any such claims is a Dispute.

MISCELLANEOUS

A printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings relating to these Terms to the same extent and subject to the same conditions as other business documents originally generated and maintained in printed form. For purposes of any dispute, Perceptive Things' records shall be conclusive in all respects. These Terms constitute the entire agreement between you and Perceptive Things with respect to the Site and/or Services and supersede all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and Perceptive Things with respect to the Terms, the Site and/or Services. If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. You will be responsible for withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Site and/or Services. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. All modifications to these Terms must be in a writing signed by both parties (except as otherwise provided herein). No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind Perceptive Things in any respect whatsoever. Except as expressly set forth in the section above regarding the Site and/or Services, you and Perceptive Things agree there are no third party beneficiaries intended under this Agreement.