Sani Nudge legal terms and conditions

Explore our commitment to data protection.

Privacy Policy

The data we process through our services and website

Sub-processors

The Sani Nudge solutions partners and the data that they process.

terms and conditions

This policy sets out the basis, under applicable data protection law on which Sani Nudge will processes personal data.

Privacy Policy

This specifies security procedures and practices protecting the information collected by Sani Nudge customers.

We respect your privacy at Sani Nudge ApS (the “Company or “Sani Nudge”).

We believe that you should know how information about you is used and shared, and we appreciate that you trust that we will do so carefully and sensibly. Sani Nudge has implemented and maintains the following security procedures, and practices, which protect the nature of the information Sani Nudge collects from customers to protect customer personal information from unauthorized access, destruction, use, modification, or disclosure. By visiting any site or application within the saninudge.com domain, you accept the practices described in this privacy policy (the “Policy”).

If you have any questions about this Policy, please feel free to contact us via our website, email: help@saninudge.com, or write to us at:

Sani Nudge,

Attn: Privacy Policy

Mikkel Bryggers Gade 4

1460 København K

Denmark

Certain areas of Saninudge.com (the “Site”), including but not limited to the Sani Nudge website, web-based application, and Sani Nudge’ mobile application (each a “Service”), require registration for access. Registered users receive a saninudge.com Login (user ID and password) to access certain sections and features on saninudge.com and related Services. In the future, Sani Nudge may add other features and Services to be accessed through a saninudge.com Login. Information obtained from registered users of these areas may be used by the Terms of Use for that service and this Policy. Please also see the Terms of Use for each particular service for the terms and conditions of use, limitations of liability, and disclaimers of warranty and general terms applicable to that Service.

What information does the Site capture about registered participants?

The Site uses an extended log file format that has the capability to capture: date and time of visit, referring address (location from which a visitor comes to saninudge.com or related Service), type of Internet browser, and visitor’s IP address and DNS name. Each computer that connects to the Internet is assigned a unique number, an IP address, for identification purposes. The log file does not capture a visitor’s email address, or other personal or financial information.

What identifiable information does the Site collect from me?

The Site collects information in several ways. Personal information is gathered when you register for our various Services. During badge or login registration, Sani Nudge asks for information such as your name, email address, and job description. In addition to registration we may ask you for business information at other times, including (but not limited to) when you edit information on your profile, change your profile or service options, or sign up for a Service; when you make a purchase using the Site; and when you report a problem with our services. If you contact the Company we may keep a record of that correspondence. The Company also occasionally asks users to complete surveys that we use for research purposes. Wherever the Site collects business informatio, we musto include a link to this Privacy Policy on that page.

Data integrity

We review our data collection, storage and processing practices to ensure that we only collect, store and process the business information needed to provide or improve our Services. We take reasonable steps to ensure that the business information we process is accurate, complete and current, but we depend on you and our other users to update or correct their business information whenever necessary.

How does the Company use the information?

Please be aware that our Services involve collecting your compliance information and delivering it to our customers / your employer. We also use the information collected through the website to improve the website and our Services. This information is also used to send you email notifications about updates to the website, system updates, and system notifications. Proprietary and confidential information provided by you will not be shared with any third party. For additional information, see “With whom does the Company share my information?” below.

What are cookies and how does Sani Nudge use them?

As part of offering and providing customizable and personalized services, the company uses cookies to store a session token to identify your login to our servers. A cookie is a small amount of encrypted data that is sent to your browser from a web server and stored on your computer’s hard drive. Logging on and using our application require that you accept cookies. No sensitive or personal information is stored in the cookies stored on your computer.

__hs_opt_out

  • This cookie is used by the opt-in privacy policy to remember not to ask the visitor to accept cookies again.
  • This cookie is set when you give visitors the choice to opt-out of cookies.
  • It contains the string “yes” or “no”.
  • It expires in 13 months.

__hs_do_not_track

  • This cookie can be set to prevent the tracking code from sending any information to HubSpot.
  • Setting this cookie is different from opting out of cookies, as it still allows anonymized information to be sent to HubSpot.
  • It contains the string “yes”.
  • It expires in 13 months.

__hs_initial_opt_in

  • This cookie is used to prevent the banner from always displaying when visitors are browsing in strict mode.
  • It contains the string “yes” or “no”.
  • It expires in seven days.

hs_ab_test

  • This cookie is used to consistently serve visitors the same version of an A/B test page they’ve seen before.
  • It contains the id of the A/B test page and the id of thevisitor’s variationr.
  • It expires at the end of the session.

_key

  • When visiting a password-protected page, this cookie is set so future visits to the page from the same browser do not require login again.
  • The cookie name is unique for each password-protected page.
  • It contains an encrypted version of the password so future visits to the page will not require the password again.
  • It expires in 14 days.

hs-messages-is-open

  • This cookie is used to determine and save whether the chat widget is open for future visits.
  • It is set in your visitor’s browser when they start a new chat, and resets to re-close the widget after 30 minutes of inactivity.
  • It contains a boolean value of True if present.
  • It expires in 30 minutes.

hs-messages-hide-welcome-message

  • This cookie is used to prevent the chat widget welcome message from appearing again for one day after it is dismissed.
  • It contains a boolean value of True or False.
  • It expires in one day.

__hsmem

  • This cookie is set when visitors log in to a HubSpot-hosted site.
  • It contains encrypted data that identifies the membership user when they are currently logged in.
  • It expires in one year.

hs-membership-csrf

  • This cookie is used to ensure that content members logins cannot be forged.
  • It contains a random string of letters and numbers used to verify that a membership login is authentic.
  • It expires at the end of the session.

hs_langswitcher_choice

  • This cookie is used to save the visitor’s selected language choice when viewing pages in multiple languages.
  • It gets set when an end-user selects a language from the language switcher and is used as a language preference to redirect them to sites in their chosen language in the future, if they are available.
  • It contains a colon-delimited string with the ISO639 language code choice on the left and the top-level private domain it applies to on the right. An example will be “EN-US:hubspot.com”.
  • It expires in two years.

__cfduidHubSpot’s CDN provider, Cloudflare, sets this cookie. It helps Cloudflare detect malicious visitors to your website and minimizes blocking legitimate users.

  • It may be placed on your visitors’ devices to identify individual clients behind a shared IP address and apply security settings on a per-client basis. It is necessary for supporting Cloudflare’s security features.
  • Learn more about this cookie from Cloudflare.
  • It is a session cookie that lasts a maximum of 30 days.

__cfruid

HubSpot’s CDN provider sets this cookie because of their rate-limiting policies. Learn more about Cloudflare cookies. It expires at the end of the session.

Consent banner cookies

__hstc

  • The main cookie for tracking visitors.
  • It contains the domain, utk, initial timestamp (first visit), last timestamp (last visit), current timestamp (this visit), and session number (increments for each subsequent session).
  • It expires in 13 months.

hubspotutk

  • This cookie keeps track of a visitor’s identity. It is passed to HubSpot on form submission and used when deduplicating contacts.
  • It contains an opaque GUID to represent the current visitor.
  • It expires in 13 months.

__hssc

  • This cookie keeps track of sessions.
  • This is used to determine if HubSpot should increment the session number and timestamps in the __hstc cookie.
  • It contains the domain, viewCount (increments each pageView in a session), and session start timestamp.
  • It expires in 30 minutes.

__hssrc

  • Whenever HubSpot changes the session cookie, this cookie is also set to determine if the visitor has restarted their browser.
  • If this cookie does not exist when HubSpot manages cookies, it is considered a new session.
  • It contains the value “1” when present.
  • It expires at the end of the session.

If you are logged in to HubSpot, HubSpot will set additional authentication cookies. Learn more about cookies set in the HubSpot product. You can also see whether a contact accepted these cookies in their timeline.

Chatflow cookie

messagesUtk

  • This cookie is used to recognize visitors who chat with you via the chatflows tool. If the visitor leaves your site before they’re added as a contact, they will have this cookie associated with their browser.
  • If you chat with a visitor who later returns to your site in the same cookied browser, the chatflows tool will load their conversation history. The cookie is controlled by the Consent to collect chat cookies setting in your chat flow.
  • If this setting is disabled, the Consent controlled the cookie to process setting in your chat flow.
  • It contains an opaque GUID to represent the current chat user.
  • It expires in 13 months.

Chatflow cookie consent text

With the Consent to collect chat cookies setting enabled, HubSpot will prompt visitors for consent to drop a cookie in their browser when they open a chat on your website. This cookie is used to interact with website visitors and provide a visitor’s chat history. If a visitor does not give consent, they will not be able to start the chat. With this setting disabled, a visitor can start a chat and give consent to process their information via the Consent to process setting.

Visitors can also accept or decline cookies on the HubSpot cookie banner if it is enabled on your pages.

  • If a visitor accepts the cookie when they start a chat, but then clicks Decline on the HubSpot cookie banner the cookie will be removed.
  • If a visitor clicks Decline on the HubSpot cookie banner before starting a chat, HubSpot will not drop a cookie or prompt them to consent to cookies in the chat widget.

Ads tracking

If you have the Facebook pixel code installed on your website, Facebook may set a cookie in your visitor’s browser.

If you use the HubSpot ads tool to select and install your Facebook pixel on pages with the HubSpot tracking code, HubSpot will link the placing of that pixel code to the cookie notification banner. If you require opt-in consent via this banner, the Facebook pixel will not set any cookies until the visitor has opted in.

If you have manually placed the pixel code on pages (e.g., by editing your site header HTML), HubSpot will not be able to control which visitors Facebook is able to set cookies on.

For additional information, refer to Facebook’s business tools terms and Facebook’s cookie consent guide.

Cookies from third-party systems

HubSpot cannot control cookies placed by third-party scripts on your website. When a visitor accepts cookies via the HubSpot consent banner, they consent to HubSpot’s cookies only. However, you can put code in place to know when a user has accepted or declined HubSpot cookie tracking, then send that information to your third-party system. Learn more about using HubSpot’s consent banner for third-party scripts.

Other information

Learn about removing the cookies created by the HubSpot tracking code that are included in the consent banner under GDPR. When a visitor’s cookies are removed, the visitor will be considered “new” and will see the cookie policy banner the next time they visit your site.

Visitors who visited your website before your cookie policy banner was set up will already have the cookies created by the HubSpot tracking code in their browser. They will, therefore, not see the cookie policy banner until their cookies are removed or expired.

With whom does the Company share my information?

The User’s right to privacy is of paramount importance to Sani Nudge. Any personal information provided by the User will not be shared with any third party. Sani Nudge reserves the right to use the information to provide the User value-added services and a more personalised online experience. Sani Nudge may also disclose your information in special cases when we have reason to believe that disclosing this information is necessary to identify, contact, or bring legal action against someone who may be violating Sani Nudge’s Terms of Use or may be causing injury to or interference with (either intentionally or unintentionally) Sani Nudge’s rights or property, other users, or anyone else that such activities could harm. We may disclose or access account information when we believe in good faith that the law requires it and for administrative and other purposes that we deem necessary to maintain, service, and improve our products and services.

What is the Company’s policy on allowing me to update, correct, or delete my personal information?

You may edit your profile at any time by contacting help@saninudge.com

What security precautions are in place to protect the loss, misuse, or alteration of my information?

Your Login is password protected. We recommend that you do not divulge your password to anyone. The Company will never ask you for your password in an unsolicited phone call or in an unsolicited email. Also remember to sign out of your account and close your browser window when you have finished your work. This is to ensure that others cannot access your information and correspondence if you share a computer with someone else or are using a computer in a public place like a library or Internet cafe. The Company and Site has users all over the world. When you give the Company your information, that information may be sent electronically to servers outside of the country where you originally entered the information, such as to the United States or other countries. In addition, that information may be used, stored, and processed outside of the country where you entered that information. Whenever the Company handles business information as described above, regardless of where this occurs, the Company takes steps to ensure that your information is treated securely and in accordance with the relevant Terms of Use and this Policy. Unfortunately, no data transmission over the Internet can be guaranteed to be 100% secure. As a result, while we strive to protect your information, the Company cannot ensure or warrant the security of any information you transmit to us or from our registration forms, and online products or services, and you do so at your own risk. Once we receive your transmission, we make our best effort to ensure its security on our systems. We will disclose any breach of security of the system to the party with whom Sani Nudge has a contract following discovery or notification of the breach in the security of the data. In California, Sani Nudge will notify any resident of California if the resident’s encrypted personal information (name, social security number, driver’s license, identification number, account number, medical information or health insurance information) was or is reasonably believed to have been, acquired by an unauthorized person. Any disclosures will be made in the most expedient time possible and without unreasonable delay, consistent with the legitimate needs of law enforcement. Notification may be delayed if a law enforcement agency determines that the notification will impede a criminal investigation. The notification will be made after the law enforcement agency determines that it will not compromise the investigation. Notice will be provided by written notice.

What about children’s privacy and children’s use of the Service?

Saninudge.com is a business website. Persons under 18 years of age are not permitted to use Saninudge.com or the Services.

What happens to my information after the Service is no longer used?

We will take all reasonable steps to destroy or arrange for the destruction of a customer’s record within its custody or control containing personal information which is no longer to be retained by the business by (1) shredding, (2) erasing, or (3) otherwise modifying the personal information in those records to make it unreadable or undecipherable through any means. If the destruction of information may conflict with existing records retention or contractual inspection and audit obligations, we shall inactivate your profile rendering your information inaccessible to users of the Service; provided that the information will be retained solely for the purpose of complying with such obligations.

Policy Enforcement

The Company regularly reviews its compliance with this Policy. Please feel free to direct any questions or concerns regarding this Policy or the Company’s treatment of business information by contacting us through this website, by email at help@saninudge.com.

When we receive formal written complaints at this address, it is the Company’s policy to contact the complaining user regarding his or her concerns. We will cooperate with the appropriate regulatory authorities, including local data protection authorities, to resolve any complaints regarding the transfer of business data that cannot be resolved between the Company and a user.

Changes to this policy

Please note that this Policy may change from time to time to comply with applicable changes in state law, as necessary. The Company reserves the right, in its sole discretion and with reasonable notice posted on the Site and/or sent to your email address provided in the Service, to revise, update, or otherwise modify this Policy. Your continued use of the Service will constitute your acceptance of, and agreement to, such changes. Each version of this Policy will be identified at the top of the page by its effective date.

 

This website uses cookies. 

This is the Cookie Policy for Sani Nudge APS. Your consent to this policy applies to the following domains: saninudge.com.

 

What Are Cookies

This site uses cookies,  which are tiny files that are downloaded to your computer, in order to  improve your experience. This page describes what information that the cookies gather, how we at Sani Nudge use it and why we sometimes need to store these cookies. 

We use cookies, to personalise content and ads, to provide social media features and to analyze our traffic. We also share information about your usage of our site with our social media, advertising, and analytics partners who may combine it with other information that you’ve provided to them or that they’ve collected from your use of their services. 

 

How We Use Cookies

We use cookies for a variety of reasons detailed below. Unfortunately in most cases there are no industry standard options for disabling cookies without completely disabling the functionality and features they add to this site. It is recommended that you leave all cookies if you are not sure whether you need them or not in case they are used to provide a service that you use. The law states that we can store cookies on your device if they are strictly necessary for the operation of this site. For all other types of cookies, we need your permission. This site uses different types of cookies. Some cookies are placed by third party services that appear on our pages.

 

Hotjar Analytics

We use Hotjar in order to better understand our users’ needs and to optimize this service and experience. Hotjar is a technology service that helps us better understand our users’ experience (e.g. how much time they spend on which pages, which links they choose to click, what users do and don’t like, etc.) and this enables us to build and maintain our service with user feedback. Hotjar uses cookies and other technologies to collect data on our users’ behavior and their devices. This includes a device’s IP address (processed during your session and stored in a de-identified form), device screen size, device type (unique device identifiers), browser information, geographic location (country only), and the preferred language used to display our website. Hotjar stores this information on our behalf in a pseudonymized user profile. Hotjar is contractually forbidden to sell any of the data collected on our behalf.

For further details, please see the ‘about Hotjar’ section of Hotjar’s support site.

 

 

Strictly Necessary Cookies

Essential cookies that help make a website functional by enabling basic needs like page navigation and access to secure areas of the website. 

Name

Provider

Purpose

Expiry

Type

–cfduid

Help.saninudge.com

Used by Cloudflare, to identify clients within trusted web traffic on a specific IP address.

29 days

HTTP Cookie

–cfuid

Help.saninudge.com

Provided by Cloudflare – including load-balancing, delivery of website content and serving DNS connection for website operators.

Session

HTTP Cookie

CookieConsent

Cookiebot

Stores user’s cookie consent state for the current domain

1 year

HTTP Cookie

JSESSIONID

New Relic

Preserves users states across page requests.

Session

HTTP Cookie

Preferences (2)

Preference cookies enable a website to recall information that changes the way that the website behaves or how it looks, your preferred language, or the region that you are in.  

 

Name

Provider

Purpose

Expiry

Type

messagesUtk (x2)

Saninudge.com Hubspot Inc.

Stores a unique ID string for each chat-box session. This allows the website- support to see previous issues and reconnect with the previous supporter.

1 year

HTTP Cookie

 

Statistics (5)

Statistic cookies help website owners to understand how visitors interact with websites by collecting and reporting information anonymously.

 

Name

Provider

Purpose

Expiry

Type

_ga

Google

Registers a unique ID that is used to generate statistical data on how the visitor uses the website.

2 years

HTTP Cookie

_gat

Google

Used by Google Analytics to throttle request rate

1 day

HTTP Cookie

_gid

Google

Registers a unique ID that is used to generate a statistical data on how the visitor used the website.

Session

Pixel Tracker

collect

Google

Used to send data to Google Analytics about the visitor’s decive and behavior. Tracks the visitor across devices and marketing channels.

Session

Pixel Tracker

jserrors/1/f9d051f404

New Relic

Registers the website’s speed and performance. This function can be used in context with statistics and load-balancing.

Session

Pixel Tracker

 

 



Marketing (15)

Marketing cookies are third party cookies used for advertising purposes and tracking.

Name

Provider

Purpose

Expiry

Type

_ _ hmpl

Hubspot

Collects information on user preferences and/or interaction with web-campaign-platform used by website owners for promoting events or products.

Persistent

HTML Local Storage

_ _ptq.gif

Hubspot

Sends data to the marketing platform Hubspot about visitor’s device and behaviour. Tracks the visitor across devices and marketing channels.

Session

Pixel Tracker

Embed/v3/counters.gif

Hubspot

Collects information on user preferences and/or interaction with web-campaign-content. This is used on CRM-campaign-platform used by website owners for promoting events or products.

Session

Pixel Tracker

GPS

YouTube

Registers a unique ID on mobile devices to enable tracking based on geographic GPS location.

1 day

HTTP Cookie

HUBLYTICS_EVENTS_53

Hubspot

Collects data on visitor behavior from multiple websites, in order to present more relevant advertisement – This also allows the website to limit the number of times that they are shown the same advertisement.

Persistent

HTML Local Storage

IDE

Google

Used by Google DoubleClick to register and report the website user’s action after viewing or clicking one of the advertiser’s adds with the purpose of measuring the efficacy of an ad and to present targeted ads to the user.

1 year

HTTP Cookie

Test_cookie

Google

Used to check if the user’s browsers support cookies.

1 day

HTTP Cookie

VISITOR_INFO1_LIVE

YouTube

Trys to estimate the users’ bandwidth on pages with integrated YouTube videos.

179 days

HTTP Cookie

YSC

YouTube

Registers a unique ID to keep statistics of what videos from YouTube the user has seen.

Session

HTTP Cookie

yt-remote-cast-installed

YouTube

Stores the users’ video player preferences using embedded YouTube videos.

Session

HTML Local Storage

yt-remote-connected-devices

YouTube

Stores the users’ video player preferences using embedded YouTube video.

Persistent

HTML Local Storage

yt-remote-device.id

YouTube

Stores the users’ video player preferences using embedded YouTube video.

Persistent

HTML Local Storage

yt-remote.fast-check-period

YouTube

Stores the users’ video player preferences using embedded YouTube video.

Session

HTML Local Storage

yt-remote-session-app

YouTube

Stores the users’ video player preferences using embedded YouTube video.

Session

HTML Local Storage

yt-remote-session-name

YouTube

Stores the users’ video player preferences using embedded YouTube video.

Session

HTML Local Storage

Unclassified (1)

Unclassified cookies are cookies that we are in the process of classifying, together with the providers of individual cookies.

Name

Provider

Purpose

Expiry

Type

events/1/#

New Relic

Unclassified

Session

Pixel Tracker

Sub Processors

Solutions Partners

Data they process

Where

Grinn

Grinn develops electric printed circuit boards (PCB) and the firmware of these. They are currently working on/maintaining the Sani ID (firmware) and Sani Sensor (hardware & firmware).

Poland

Vimanet

Vimanet is the sani nudge software developer planning projects through Visual Studio Team Services. 

Poland

Sani virtual machine

Found on Microsoft Azure which is used for tests and prototypes

 

Nordic Semiconductor

The sani nudge system utilizes Bluetooth beacon as the main source of identification from centered around a nRF bluetooth chip from Nordic Semiconductors.

Norway

In addition to the above, the Customer authorises sani nudge to disclose Personal Data to any sani nudge Affiliates where this is necessary for the provision of the Services, including sani nudge Affiliates based outside the EEA. Sani nudge shall not disclose Personal Data to sani nudge Affiliates unless such sani nudge Affiliates are bound by equivalent contractual terms as those set out in the Data Processing Agreement and (in the case of sani nudge Affiliates based outside the EEA) sani nudge has put in place appropriate safeguards to protect such Personal Data. 

Sub-processor

Data they process

Where

Where the data is stored

Microsoft Azure

Stores all sani nudge pseudonymization  sensitive data recommended by the General Data Protection Regulation (GDPR) and hosts the functions for processing both raw data and Aggregated Hand Hygiene Level Data.

Ireland

Cloud Based Data Center

TTI

Process raw data from the sani nudge Gateway.

Italy, England, The Netherland

Germany

TDC IoT

Transmit data to Evernet from the sani nudge Gateway. 

Denmark

Denmark

G-Suite Admin

Stores sani nudge relationship data.

The Netherlands

The Netherland

Vimanet

Stores customer data but not proprietary information.

Poland

Poland

Terms and Conditions

Please read these Terms of Service carefully because they govern your use of Sani Nudge ApS (“Sani Nudge”) products and services. Customer, together with Sani Nudge, may be referred to individually as a “Party” and together as the “Parties”. 
By clicking a box indicating your acceptance of these Terms, by executing an Order Form or other contract that references these Terms, by purchasing Products or otherwise entering into an Order Form or other contract with Sani Nudge, a Sani Nudge reseller, or any other entity or individual for the purchase of Products or under which Products are made available to you, or by otherwise accessing and/or using the Products, whichever is the earlier, you accept and agree to be bound by these Terms. If you do not agree to these Terms or you are not authorized to access and/or use the Products, you will not access or use the Products. 
If you are accessing and/or using the Products on behalf of a company (such as your employer) or other legal entity that is our Customer, you agree to these Terms on behalf of such company or other legal entity, and you represent and warrant that you have the authority to bind such company or other legal entity to these Terms. If you have entered into a separate written contract with Sani Nudge with respect to your purchase of Products or under which Products are made available to you, to the extent there is a conflict between such separate written contract with Sani Nudge and these Terms, such separate contract with Sani Nudge will prevail.
1. Definitions.
1.1 “Affiliates” means any other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, Customer.
1.2 “Mobile Apps” means software applications for smartphones and tablets made available by Sani Nudge.
1.3 “Authorized User” means Customer’s employees and/or contractors whom Customer authorizes to use the Sani Nudge Software on its behalf.
1.4 “Beta Offerings” means any Sani Nudge hardware and/or software offerings and related documentation, features and accessories made available to Customer prior to general release (as determined by Sani Nudge in its sole discretion).  Beta Offerings may, but are not required to be, labeled as “beta,” “preview,” “testing,” “for non-production use only,” “prototype” or any similar term.
1.5 “Customer” or “you” means the company or legal entity for which you are accepting these Terms, and Affiliates of that company or entity.
1.6 “Customer Account” means the accounts Customer creates through the Hosted Software to access Customer Data.
1.7 “Customer Data” means (i) data collected or generated by Customer’s use of the Hardware, (ii) data submitted by or on behalf of Customer into any App or Hosted Software, and (iii) any analyses, insights and reports generated by Customer’s use of the Products to the extent containing such data described in the foregoing clauses (i) or (ii).
1.8 “Documentation” means any documentation describing the Products made available to Customer through the Sani Nudge website or otherwise made available to Customer by Sani Nudge from time-to-time.
1.9 “Firmware” means software embedded in or installed on the Hardware.
1.10 “Hardware” means the Sani Nudge hardware devices such as gateways, portal beams, sensors, controllers, beacons, badges, tags, and accessories, that Customer has purchased, obtained, or otherwise acquired via an Order Form.
1.11 “Hosted Software” means Sani Nudge’s web-based software platform, including the interface accessed online at cloud.Sani Nudge, and as may be described further in any applicable Order Form.
1.12 “Sani Nudge Software” means the Apps, Firmware, and Hosted Software, and any improvements, modifications, patches, updates, and upgrades thereto that Sani Nudge or its agents develop or provide in connection with these Terms, and Support Services.
1.13 “Sani Nudge Software Systems” means the Sani Nudge Software and any networks, systems, products, services, or data of Sani Nudge, its providers, its partners, its customers, or any other third party, integrated with or connected to such Sani Nudge Software.
1.14 “License Expiration Date” means the later of (i) the license termination date set forth in the applicable Order Form or other written agreement you entered into for the purchase of Products or under which Products are made available to you (“Initial Term“), and (ii) if applicable to such contract the end of the then-active Renewal Term (as defined below).
1.15 “Malicious Code” means code, files, scripts, agents, software or programs intended to do harm or allow for unauthorized access, including, for example, viruses, worms, time bombs, and Trojan horses.
1.16 “Order Form” means a (i) mutually executed written or electronic order form or other mutually agreed upon ordering document; (ii) purchase order issued by Customer and accepted by Sani Nudge in writing; or (iii) quote issued by Sani Nudge and accepted by Customer, in each case which sets forth the applicable Products ordered by Customer.
1.17 “Products” means the Hardware and Services.
1.18 “Professional Services” means the training, implementation, or other professional services provided by Sani Nudge to Customer (i) as purchased separately by Customer pursuant to an Order Form, (ii) in Sani Nudge’s sole discretion, or (iii) as otherwise mutually agreed in writing between the Parties.
1.19 “Service Level Agreement” means the service level agreement for Hosted Software set forth below as Appendix 1 to these Terms.
1.20 “Services” means the Sani Nudge Software and Professional Services.
1.21 “Support Services” means the customer support services described at https://saninudge.com, and Documentation, but excluding any Professional Services.
1.22 “Terms” means these Terms of Service, together with any amendments, supplements or addenda that modify these Terms of Service
2. License.  Subject to Customer’s compliance with the terms and conditions specified in these Terms or an applicable Order Form, Sani Nudge grants Customer a non-sublicensable, non-exclusive, non-transferable, limited and revocable license to use and access the applicable Sani Nudge Software specified in the applicable Order Form in accordance with the Documentation, starting from the license start date set forth in such Order Form until the License Expiration Date set forth in such Order Form or the earlier termination of such Order Form or these Terms.  The Support Services and the Service Level Agreement are included as part of the license grant and contingent upon a valid license.  The Firmware license for each item of Hardware is contingent upon Customer purchasing and maintaining a valid license to the Sani Nudge Software.
3. License Restrictions.  Customer will not, directly or indirectly, do or attempt to do, or permit any other person (including any Authorized User) or entity to do, any of the following without Sani Nudge’s express prior written consent: (i) resell, white label, or reproduce the Sani Nudge Software or any individual element within the Sani Nudge Software, Sani Nudge’s name, any Sani Nudge trademark, logo or other proprietary information, or the layout and design of any part of the Sani Nudge Software; (ii) access, disrupt, tamper with, or use non-public areas of the Sani Nudge Software Systems, including any data or content stored therein or transmitted thereby; (iii) gain unauthorized access to, interfere with, disable, or disrupt the integrity or security of the Sani Nudge Software Systems, including any data or content stored therein or transmitted thereby; (iv) avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented to protect the Sani Nudge Software Systems or enforce a contractual usage limit; (v) transfer, sublicense, lease, lend, rent or otherwise distribute the Sani Nudge Software to any third party; (vi) copy, modify, make derivative works, decipher, decompile, disassemble or reverse engineer any aspect of the Sani Nudge Software, in whole or in part; (vii) impersonate or misrepresent an affiliation with any person or entity; (viii) use or access the Sani Nudge Software for any competitive purpose, including to develop or commercialize any product, service or technology that could, directly or indirectly, compete with the Products; (ix) perform benchmark testing on the Sani Nudge Software; (x) use the Sani Nudge Software to store or transmit Malicious Code; (xi) use the Sani Nudge Software to store or transmit infringing, libelous, defamatory, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or contractual rights; or (xii) violate any applicable law or regulation; or (xiii) use the Sani Nudge Software in any manner beyond the scope of rights expressly granted to Customer under these Terms.  Sani Nudge has the right to monitor and investigate violations of this Section or any conduct that affects the Sani Nudge Software Systems and immediately suspend or terminate any or all of Customer’s access to the Sani Nudge Software if it reasonably suspects or determines that Customer has violated this Section or is otherwise using the Sani Nudge Software in a manner that negatively affects the Sani Nudge Software Systems. Sani Nudge may also consult and cooperate with law enforcement authorities to prosecute users who violate the law, which may require the provision of access to Sani Nudge Software Systems and any data stored therein to such authorities.
4. Hardware Installation and Maintenance.  Customer is responsible for installation of the Hardware and ongoing maintenance of any equipment into which Hardware is installed.  Customer may require professional installation of the Hardware or ongoing professional maintenance of any equipment into which Hardware is installed. If Customer is unable to install the Hardware or to conduct such ongoing maintenance, or if Customer is uncertain that Customer has the requisite skills and understanding, Customer agrees to consult with a qualified installer or maintenance professional. Improper installation of the Hardware or maintenance of the equipment into which Hardware is installed can lead to damage of such equipment or dangerous or life-threatening conditions, which can cause property damage, bodily injury, and/or death.
5. Product Updates.
5.1 General. Customer acknowledges and agrees that Sani Nudge reserves the right to continuously improve and modify the Products, and may from time to time (i) update the Sani Nudge Software and cause Firmware updates to be automatically installed onto Hardware; (ii) update the Apps; or (iii) upgrade Hardware equipment to newer models. Updates or upgrades may include security or bug fixes, performance enhancements, or new functionality, and may be issued with or without prior notification to Customer.  Sani Nudge may change or discontinue all or any part of the Products, at any time and without notice, at Sani Nudge’s sole discretion. If Sani Nudge discontinues supporting the Products or Services you have ordered from Sani Nudge in accordance with these Terms prior to the applicable License Expiration Date without offering to replace them with an updated version or newer model, you may, as your sole remedy, upon written notice to Sani Nudge terminate the applicable Order Form for such Product or Services and request a refund equal to the pre-paid fees for Sani Nudge Software the time remaining in an applicable license term prorated to the period of time between (a) the date of termination and (b) the License Expiration Date for the applicable Order Form.
5.2 Beta Offerings.  From time to time, Sani Nudge may in its sole discretion make Beta Offerings available to Customer.  Customer’s use of any Beta Offerings is at its sole discretion and risk.  Should Customer opt to use Beta Offerings: (i) Customer agrees to assume all risk, and waive and release Sani Nudge from any claims, liabilities, damages, and losses, arising from or related to, directly or indirectly, the Beta Offerings; and (ii) Customer agrees to defend, indemnify, and hold harmless Sani Nudge from any third party claims arising from or related to, directly or indirectly, the Beta Offerings. BETA OFFERINGS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND.  Customer acknowledges that Beta Offerings that may interact, interface, or integrate with third party products and/or services may not be validated or supported by such third parties and may interfere with the operations of or void warranties for such third-party products and/or services.  Except as explicitly set forth otherwise in this Section 5.2, Beta Offerings will be treated as a “Product” under these Terms.
6. Payment, Shipping, and Delivery.  Customer’s payment and billing terms are set forth in the Order Form. Unless otherwise set forth herein or in the applicable Order Form, all payments made to Sani Nudge under an Order Form are non-refundable, and will be made without deduction, offset or setoff of any kind.  Sani Nudge may submit Customer contact information and information related to the timeliness of Customer’s payments to credit rating, credit reporting, or similar agencies.  Any payment not received by the date due shall bear interest from the date past due at the lower of a rate of one percent (1%) per month (prorated for partial periods) or the maximum rate permitted by applicable law.  Sani Nudge reserves the right to suspend Services and/or any licenses granted under these Terms if Customer is more than ten (10) days past due on any payment owed to Sani Nudge hereunder.  Customer is responsible for all payments of applicable taxes, however designated or incurred under these Terms, and Customer will reimburse Sani Nudge for any taxes paid or payable on behalf of Customer.  All shipments are FOB (Incoterms 2020) the applicable destination agreed in the applicable Order Form.
7. Accounts. Customer will be solely responsible for administering and protecting Accounts, and will use no less than all commercially reasonable and/or industry standard measures and precautions to do so. Customer will provide Accounts and access to the Sani Nudge Software only to Authorized Users, and to require such Authorized Users to keep Account login information, including user names and passwords, strictly confidential and not provide such Account login information to any unauthorized parties. Customer will ensure that Authorized Users only use the Sani Nudge Software strictly on behalf of Customer and subject to the same terms and conditions applicable to Customer herein.  Customer is responsible and liable for any acts or omissions of an Authorized User (or any person using an Account) in connection with their use or access of the Products, including any act or omission that would constitute a breach of this Agreement if such act or omission was by Customer. Customer is solely responsible for monitoring and controlling access to the Sani Nudge Software and maintaining the confidentiality of Account login information and any provided API tokens. In the event that Customer or any Authorized User becomes aware that the security of any Account login information has been compromised, Customer will immediately notify Sani Nudge, de-activate such Account or change the Account’s login information, and cooperate as directed by Sani Nudge to determine the extent to which any other Accounts, the Products or any Sani Nudge Software Systems may have been compromised.
8. Customer Data.
8.1 Ownership and Usage. As between the parties, Customer owns all Customer Data. Customer hereby grants Sani Nudge a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, display, and distribute Customer Data in connection with operating, providing and improving the Services.  The right to use such data will survive the termination of these Terms, unless legally prohibited or Customer requests in writing upon termination that such use be limited to non-personally identifiable data.  Customer may export Customer Data at any time through the export features in the Sani Nudge dashboard or via the Sani Nudge API. Customer acknowledges that some information may not be exportable via the Sani Nudge dashboard or the API. If these Terms terminate or expire and Customer does not renew, Customer Data may be immediately deleted, and Sani Nudge is under no further obligation to store or transmit such Customer Data.
8.2 Customer Data Warranty. Customer represents and warrants that: (i) Customer will obtain all rights and provide any disclosures to or obtain any consents, approvals, authorizations and/or agreements from any employee or third party that are necessary for Sani Nudge to collect, use, and share Customer Data in accordance with these Terms; (ii) Sani Nudge’s use of the Customer Data as contemplated herein will not violate any applicable law; (iii) no Customer Data infringes upon or violates any other person’s or entity’s intellectual property rights, privacy, publicity or other proprietary or contractual rights and (iii) Customer will adhere to all applicable state, federal and local laws and regulations in the conduct of its business in relation to Sani Nudge and its receipt and use of the Products. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS SANI NUDGE AND, IF RELEVANT, ITS SUBPROCESSORS AGAINST ANY LIABILITIES, DAMAGES, DEMANDS, LOSSES, CLAIMS, COSTS, FEES (INCLUDING LEGAL FEES), AND EXPENSES IN CONNECTION WITH ANY THIRD-PARTY LEGAL OR REGULATORY PROCEEDING ARISING FROM ANY ACT OR OMISSION OF THE CUSTOMER IN RELATION TO CUSTOMER INSTRUCTIONS OR FROM THE CUSTOMER’S BREACH OF THIS SECTION 10.2.
8.3 Data Protection. Sani Nudge will maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. Sani Nudge will not share Customer Data with third parties without Customer’s consent, except as necessary to provide the Services or when the release of data is compelled by law or permitted herein.  In the event of a security breach involving Customer Data, Sani Nudge warrants that it will conduct an internal investigation and following the investigation, and will provide Customer with a written electronic copy of the results of the investigation of the breach.  It is Customer’s sole responsibility to comply with Regulation (EU) 2016/679 and other data protection laws applicable to the Customer and the Customer Data.
9. Confidentiality.
9.1 Confidential Information.  “Confidential Information” means any technical, financial, or business information disclosed by one Party to the other Party that: (i) is marked or identified as “confidential” or “proprietary” at the time of such disclosure; or (ii) under the circumstances surrounding such disclosure, a person exercising reasonable business judgment would understand to be confidential or proprietary.  Sani Nudge Confidential Information includes any information related to the Products, including the pricing or features thereof, Documentation, Sani Nudge Software Systems, and any data or information that Sani Nudge provides to Customer in the course of providing the Products to Customer.  Customer Confidential Information includes Customer Data.  Confidential Information excludes information that: (i) is now or hereafter becomes generally known or available to the public, through no breach of the receiving Party’s confidentiality obligations; (ii) was known, without restriction as to use or disclosure, by the receiving Party prior to receiving such information from the disclosing Party; (iii) is acquired by the receiving Party from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; or  (iv) is independently developed by the receiving Party without use or knowledge of or reference to any Confidential Information of the disclosing Party.
9.2 Confidentiality Obligations.  The receiving Party agrees: (i) to maintain the disclosing Party’s Confidential Information in strict confidence; (ii) not to disclose such Confidential Information to any third parties (except for any contractors, agents or advisors of receiving Party under reasonable confidentiality obligations); and (iii) not to use any such Confidential Information for any purpose except to perform under these Terms or to exercise or enforce its rights under these Terms or as otherwise authorized by the disclosing Party.  Notwithstanding anything to the contrary in these Terms, the receiving Party may disclose the disclosing Party’s Confidential Information to the extent required by law or regulation, provided that the receiving Party uses reasonable efforts to give the disclosing Party advance notice of such requirement and reasonably cooperates with the disclosing Party at the disclosing Party’s expense in preventing, limiting, or protecting such disclosure.
10. Proprietary Rights.
10.1 Sani Nudge Software.  Sani Nudge and its licensors exclusively own all right, title and interest in and to the Sani Nudge Software that Customer accesses or licenses, including all associated intellectual property rights. Customer acknowledges that the Sani Nudge Software is protected by copyright, trademark, and other laws of the United States and foreign countries. Customer agrees not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.   Customer will and hereby does irrevocably transfer and assign to Sani Nudge all right, title, and interest it may have in the Sani Nudge Software (or any improvements, modifications, or derivative works thereof) to Sani Nudge and Sani Nudge hereby accepts such transfer. No ownership rights are being conveyed to Customer under these Terms.  Except for the express rights granted herein, Sani Nudge does not grant any other licenses or access rights, whether express or implied, to any other Sani Nudge software, services, technology or intellectual property rights.
10.2 Firmware. The Firmware is licensed, not sold. Customer rents the Hardware on which the Firmware is recorded, and Sani Nudge retains ownership of the copy of the Firmware itself, including all intellectual property rights therein. Customer acknowledges that the Firmware is protected by patent, copyright, trademark, and other laws of the United States and foreign countries. Sani Nudge reserves all rights in the Firmware not expressly granted to Customer in these Terms.  Customer acknowledges and agrees that portions of the Firmware, including but not limited to the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of Sani Nudge and its licensors.
11. Battery Warranty.  If during the service term set forth in the applicable Order Form for any Hardware, the battery for such Hardware runs out, Customer may submit a warranty request to Sani Nudge (and, if requested by Sani Nudge, return such Hardware to Sani Nudge), and Sani Nudge will, at its option, either replace the battery for such Hardware or replace the applicable Hardware. The foregoing warranty will only apply if Customer is operating the applicable Hardware on its default settings.  For clarity, if Customer reconfigures or modifies the settings for such Hardware, the foregoing warranty will be void.
12. Links to and Integrations with Third Party Products or Services.  The Products may contain links to and/or integrate with third party websites, resources, products and/or services. SANI NUDGE PROVIDES THESE LINKS AND INTEGRATIONS “AS IS” WITHOUT WARRANTY OF ANY KIND AND ONLY AS A CONVENIENCE.  Sani Nudge is not responsible for the content, functionality, or availability of such third-party products and/or services. Customer acknowledges sole responsibility for and assumes all risk arising from its use of any third-party websites, resources, products and/or services and any links or integrations made available thereto.
13. Publicity. Customer hereby grants Sani Nudge permission to use the Customer name and logo on Sani Nudge’s website, press releases, customer lists, and investor and marketing materials to list Customer as a customer. Sani Nudge will not use Customer’s name, trademarks, or logos in any other way without Customer’s prior consent.
14. Term.  The term of these Terms begins upon the date on which you accept these Terms, by clicking a box indicating your acceptance, by executing an Order Form or other contract that references these Terms, by purchasing Products or otherwise entering into an Order Form or other contract with Sani Nudge, a Sani Nudge reseller, or any other entity or individual for the purchase of Products or under which Products are made available to you, or by otherwise accessing and/or using the Products, whichever is the earlier, and will continue until (i) the License Expiration Date for the last active Order Form or other contract you entered into for the purchase of Products or under which Products are made available to you, (ii) you are no longer authorized to access and/or use the Products, or (iii) these Terms are otherwise terminated earlier as provided hereunder, whichever is earliest.
14.1 Renewal. Unless you notify Sani Nudge in writing of your intent to cancel the applicable Order Form or other contract you entered into for the purchase of Products or under which Products are made available to you at least thirty (30) days prior to the License Expiration Date, Sani Nudge may renew your license term, effective on the License Expiration Date, for up to the same period as the immediately preceding license term (or, in Sani Nudge’s discretion, shorter periods to align license expiration dates across multiple active orders) (each such period a “Renewal Term”) at any time up to ninety (90) days after the License Expiration Date. Subject to Sani Nudge’s renewal rights set forth in the foregoing sentence, you and Sani Nudge may mutually agree to enter into a new Order Form to renew your license term upon the License Expiration Date, which new Order Form may include additional or different Products or license terms to the extent mutually agreed. If Sani Nudge renews your license term as described in the first sentence of this paragraph, license pricing for each Renewal Term will not exceed the license price for the immediately preceding license period on a prorated basis (i.e., the Initial Term or immediately preceding Renewal Term, as applicable) plus 10% per year from the original purchase date, and your payment method and terms will remain the same as indicated on the applicable Order Form (e.g., monthly if you were allowed monthly payments, or yearly if you were allowed annual payments or upfront payment).
14.2 Termination.  Sani Nudge may terminate these Terms, any Order Form, and your access to and use of the Sani Nudge Software at its sole discretion, at any time upon notice to you. However, if Sani Nudge so terminates at its convenience under the preceding sentence (i.e., not for breach or for cause as may be otherwise set forth herein or in an applicable Order Form), then Sani Nudge will provide you with a refund equal to the pre-paid fees for Sani Nudge Software the time remaining in an applicable license term prorated to the period of time between (a) the date of termination and (b) the License Expiration Date for the applicable Order Form. Unless otherwise set forth herein or in the applicable Order Form, an Order Form cannot be terminated prior to the License Expiration Date.
14.3 Effect of Termination.  Upon any termination or expiration of these Terms, the following Sections of these Terms will survive: 3 (License Restrictions), 5.2 (Beta Offerings),  6 (Payment, Shipping, and Delivery), 88 (Customer Data), 9 (Confidentiality), 10 (Proprietary Rights), 14 (Term), 15 (Warranty Disclaimers), 16 (Limitation of Liability), 17 (Dispute Resolution), 18 (Jury Trial; Class Action Waiver), and 19 (General Terms).  At the Customer’s request, and subject to Sani Nudge’s data retention and backup policies, Sani Nudge will delete and remove any Customer Data on the Hosted Software.
15. Warranty Disclaimers. THE PRODUCTS AND SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, SANI NUDGE EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Sani Nudge makes no warranty that the Products or Services will meet Customer’s requirements or be available on an uninterrupted, secure, or error-free basis. Sani Nudge makes no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any analytics or Customer Data. For more information about the Sani Nudge Hardware warranty, please visit https://Sani Nudge/returns-warranty-policy/.
16. Limitation of Liability.
16.1 No Consequential Damages. NEITHER SANI NUDGE NOR CUSTOMER NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PRODUCTS WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR  CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE PRODUCTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY.
16.2 Cap. EXCEPT AS TO ANY EXPRESS INDEMNIFICATION OBLIGATION SET FORTH HEREIN, IN NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE PRODUCTS EXCEED THE AMOUNTS CUSTOMER HAS PAID TO SANI NUDGE HEREUNDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE DAMAGE, OR IF CUSTOMER HAS NOT HAD ANY PAYMENT OBLIGATIONS TO SANI NUDGE (FOR EXAMPLE THROUGH A FREE TRIAL), ONE HUNDRED DOLLARS ($100).
16.3 THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SANI NUDGE AND CUSTOMER.
17. Dispute Resolution.
Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action between you and Sani Nudge or its successors or assigns shall exclusively be settled through binding and confidential arbitration and not in a state or federal court of law.
Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”). As modified by this Agreement, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes collectively, the “Rules and Procedures
You must abide by the following rules: the arbitration shall be confidential, and neither you nor Sani Nudge may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award, and each party shall pay its own attorneys’ fees and expenses.
Notwithstanding the foregoing, either you or Sani Nudge may bring an individual action in small claims court. Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other Party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the state or federal courts located in the State of New York. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in the State of New York in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within the State of New York for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
If any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting part was not contained herein. This arbitration provision shall survive termination of this Agreement and the termination of your Sani Nudge account.
If for any reason a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court located in the State of New York.
18. Jury Trial; Class Action Waiver. YOU AND SANI NUDGE 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 Sani Nudge agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of the arbitration provision shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.
19. General Terms.
19.1 Miscellaneous. These Terms together with any applicable Order Form constitute the entire and exclusive understanding and agreement between Sani Nudge and you regarding the Products, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Sani Nudge and you regarding the Products. If there is a conflict between the terms of an Order Form and these Terms, then the terms of the Order Form controls over these Terms. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Sani Nudge’s prior written consent, except in the case of a merger, acquisition, or sale of all or substantially all assets of your company. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Sani Nudge may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the Parties, their successors and permitted assigns. Any notices or other communications provided by Sani Nudge under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; (ii) by posting to Sani Nudge’s website; or (iii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. Either Party’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of both Parties. Except as expressly set forth in these Terms, the exercise by either Party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
19.2 Acceptable Use. Customer may not, and may not allow any third-party, including its Authorized Users, to (a) use the Products: (i) for any inappropriate, improper, discriminatory, illegal, or otherwise harmful purpose or (ii) to violate, or encourage the violation of, the rights of others which includes, without limitation, legal rights (e.g., intellectual property or proprietary rights) or human rights (i.e., the rights inherent to all human beings regardless of race, sex, nationality, ethnicity, language, religion, or any other status, including without limitation the right to life and liberty, freedom from slavery and torture, freedom of opinion and expression, the right to work and education, and many more), each as reasonably determined by Sani Nudge; or (b) engage in abusive, harassing, threatening, offensive, or otherwise improper conduct towards Sani Nudge or its employees, agents, service providers, partners, or other customers.
19.3 Export Restrictions.  Customer will not use the Products in violation of applicable export control or sanctions laws of the United States or any other applicable jurisdiction.  Customer will not use the Products if Customer is or is working on behalf of any restricted person or entity, including those listed on the U.S. Treasury Department’s list of Specially Designated Nationals, the U.S. Department of Commerce Denied Person’s List or Entity List, the State Department’s Debarred list, or similar denied parties list without prior authorization by the U.S. Government.  Customer will not export, re-export, or transfer the Products if for use directly or indirectly in any prohibited activity described in Part 744 of the U.S. Export Administration Regulations, including certain nuclear, chemical or biological weapons, rocket systems or unmanned air vehicle end-uses.
19.4 Force Majeure.  Sani Nudge is not liable or responsible, nor will be deemed to have defaulted under or breached these Terms, for any failure to perform or delay in performing its obligations under these Terms due to an event of force majeure. An event of force majeure is any event or circumstance beyond Sani Nudge’s reasonable control, such as war, hostilities, act of God, earthquake, flood, fire, or other natural disaster, strike or labor conditions, material shortage, epidemic, disease, government action, or failure of utilities, transportation facilities, or communication or electronic systems.
19.5 Usage Data.  Sani Nudge may collect and use (in perpetuity) any and all analytics, statistics or other data related to the Customer Data and Customer’s use of the Products (i) in order to provide the Products to Customer; (ii) for statistical reporting and use (provided that such data is not personally identifiable); or (iii) to monitor, analyze, develop upon, maintain, and improve the Products; including by providing such data to third party services, vendors and contractors for the aforementioned purposes.
19.6 Feedback.  From time-to-time, Customer may provide Sani Nudge with feedback, suggestions, error correction requests and feature requests with respect to the Products (“Feedback”).  Customer acknowledges that Sani Nudge is free to utilize such Feedback, without restriction or compensation payable to Customer, for any business purpose, including, but not limited to the improvement, development, maintenance, marketing and support of the Products and other related technologies.
19.7 Changes to Terms or Services.   Sani Nudge may modify the Terms at any time, in our sole discretion. If Sani Nudge does so, Sani Nudge will inform you by posting the modified Terms to the Services or our website or through other communications with you, our Customer. It’s important that you review the Terms whenever Sani Nudge modifies them because if you continue to use the Products after Sani Nudge has posted or otherwise informed you of the modified Terms, you are indicating to Sani Nudge that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not continue to use the Products.
19.8 Contact Information.  If you have any questions about these Terms or the Products, please contact Sani Nudge info@Sani Nudge.


Appendix 1 – Service Level Agreement
1. Target. Sani Nudge shall exercise reasonable efforts to achieve 99.50% of Uptime (“Target”) in providing the Services. “Uptime” shall mean the ratio of the total monthly number of minutes of availability of the Services to the total monthly number of minutes of unavailability of the Services.
2. Credit.
a. In the event that Uptime falls below the Target but is maintained at a minimum of 99% during any calendar month, Sani Nudge shall credit Customer 15 % of such month’s applicable service fees, which can be applied to the next billing cycle.
b. In the event that Uptime falls below 99% but is maintained at a minimum of 95% during any calendar month, Sani Nudge shall credit Customer 30 % of such month’s applicable service fees, which can be applied to the next billing cycle.
3. Termination. In the event that Uptime falls below 95%, Customer is entitled to terminate this agreement and to a total refund of such months’ applicable service fees. Credits issued pursuant to this Agreement apply to outstanding or future invoices only and are forfeit upon termination of this Agreement.
4. Customer Must Request Service Credit. In order to receive any of the Service Credits described above, Customer must notify Sani Nudge within 30 days from the time Customer becomes eligible to receive a Service Credit. Failure to comply with this requirement will forfeit Customer’s right to receive a Service Credit.
5. Exclusions.
a. Force Majeure. Sani Nudge will not be deemed to have failed to achieve the Target if such failure occurs as a result of an event beyond Sani Nudge’s reasonable control, including but not limited to governmental acts, work stoppages, fire, civil disobedience, riots, terrorist acts, rebellions, accidents, explosions, interruptions or imperfections in telephonic service, communications line or equipment failures, satellite malfunctions, electrical disturbances, brown-outs or black-outs, floods, storms, earthquakes, acts of God and similar occurrences, provided that Sani Nudge uses commercially reasonable efforts to fulfill its obligations under this Agreement.
b. Cloud Services. Sani Nudge will not be deemed to have failed to achieve the Target if such failure occurs as a result of interruptions or imperfections in a cloud computing service such as AWS, Azure or Google Cloud (“Cloud Services”).
c. Act of Customer. Sani Nudge shall also not be deemed to have failed to achieve the Target if such failure occurs due to an act or omission of the Customer.
d. Scheduled Maintenance. Scheduled maintenance shall be excluded from the calculation of Uptime. Scheduled maintenance shall be announced one week prior to release and not exceed 2 hours per month.
6. Support Response Times
a. Support Generally.  Questions and issues related to the Services will be addressed by Sani Nudge during Service Support Hours.
b. Errors.  Sani Nudge shall use commercially reasonable efforts to resolve Errors in a manner consistent with the requirements of this SLA.  If at any point Sani Nudge determines that a problem reported by Customer is not the result of an Error, Sani Nudge will promptly report that determination to Customer. Resolution of problems caused by Outside Factors or not the result of Errors is not covered under Sani Nudge’s Support obligations, and Sani Nudge reserves the right to charge for services performed, at Customer’s request, to diagnose or repair problems not covered under Sani Nudge’s support obligations.
c. Customer’s Obligations Relating to Support Requests.  In order to ensure that Sani Nudge is able to meet the response times set forth above and provide support in the most efficient manner, Customer agrees, in addition to using its reasonable efforts to provide Sani Nudge with all relevant information reasonably necessary for Sani Nudge to respond to a support request and Customer’s general cooperation: (a) to designate primary and secondary liaisons who have been trained on the Services and to provide Sani Nudge with all necessary after-hours contact information for those individuals; (b) that all support requests will be centralized through the primary and secondary liaisons; (c) to submit support requests to Sani Nudge’s designated support contact; (d) to use reasonable efforts to diagnose and resolve problems in the operation of Customer’s interface to the Services prior to contacting Sani Nudge for support; (e) to use reasonable efforts to confirm that reported problems are due to a malfunction of the Services; (f) to use reasonable efforts to consult Sani Nudge-supplied documentation before submitting questions about the Services to Sani Nudge; and (g) to work with Sani Nudge to return support requests to reasonable levels if Sani Nudge deems that Customer’s support requests exceed reasonable or typical levels for the Services.  Customer must notify Sani Nudge of any problems with the Services in a timely manner (depending on the circumstances, but in no event later than thirty (30) days after becoming aware of an issue with the Service).
d. Definitions.
i. “Errors” means verified and reproducible malfunctions of the Services that prevents the Services from performing as described in the Order Form or the applicable documentation.
ii. “Outside Factors” means downtime caused by circumstances beyond Sani Nudge’s control, including without limitation: Customer modifications, events described in Section 5 of this SLA, general internet outages, failure of Client’s infrastructure or connectivity, computer and telecommunications failures and delays not within [Company]’s control, delays or unavailability due to credit bureaus or internet service providers, and network intrusions or denial-of-service attacks.
iii. “Service Support Hours” are the following hours: 9am through 5pm CET during which Sani Nudge’s support teams will be available to provide routine support via help@Saninudge.com .