Terms of service
Last modified: August 2024
These Terms of Use (the “Terms”) are a legal agreement between you and Nimba Wellness Technology Limited (collectively, “Nimba”, “we”, “us”, and “our”). These Terms apply to all Nimba website, software, devices and associated firmware, applications, products and any other services, features, or content offered or made available by Nimba (collectively, the “Services”). By accessing, using, or interacting with the Services, you are indicating that you have read, understand, and agree to be bound by these Terms. If you do not agree to these Terms, then you must stop accessing and using the Services. We may revise these Terms, at our sole discretion, at any time. It is your responsibility to check these Terms periodically for changes. Your continued use of the Services after any such update constitutes your binding acceptance of such changes, except where applicable law requires additional notice regarding such updates, in which case we will comply with such additional notice requirements.
Certain Services may be subject to additional or separate terms and conditions. If there is a conflict between these Terms and such other terms and conditions, such other terms and conditions shall control.
Eligibility
You must be over the age of majority in your jurisdiction to use the Services, unless your parent or legal guardian agrees to these Terms on your behalf and grants you permission to use the Services. If you’re agreeing to these Terms on behalf of an organisation or entity, you represent and warrant that you are authorised to do so. You cannot access or use the Services if you are barred from receiving the Services under applicable law or have previously been suspended or removed from the Services.
Intellectual property
“Content” means all websites, software, designs, text, art, audio, video, graphics, images, music, user interfaces, works of authorship of any kind, names, logos, trademarks, and information or other materials that are posted, generated, provided or otherwise made available through the Services. The Services and Content are protected by copyright, trademark, patent, trade secret and other laws of the United States and foreign jurisdictions. Except as expressly provided in these Terms, Nimba exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights.
You will not remove, alter or obscure any copyright, trademark, or other proprietary rights or notices incorporated in or accompanying the Services or Content. Any unauthorised use of any material contained on or through the Services may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.
Licence
We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access, view, and use the Services and Content, and access and use any software embedded into our products or devices, whether such software is provided by us or third parties. This licence is provided solely for your personal, non-commercial use and enjoyment of the Services as permitted in these Terms.
You will not use, sublicense, copy, adapt, modify, translate, disclose, prepare derivative works based upon, distribute, license, sell, rent, lease, assign, transfer, publicly display, publicly perform, transmit, broadcast, or otherwise exploit the Content, Services, or any portion thereof (including any third-party software), except as expressly permitted in these Terms. No licences or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by us, except for the licences and rights expressly granted in these Terms.
Nimba may revoke this licence at any time, in its sole discretion. Upon any such revocation, you must promptly destroy all materials downloaded or otherwise obtained from the Services, as well as all copies of such materials, whether made in accordance with these Terms or otherwise.
Account registration
You may be required to create an account to use parts of the Services. To create an account, you may need to provide a password, username, and other information such as your name and email address. You are solely responsible for keeping your information confidential. You may not transfer, sell, assign, or sublicense your account without our prior written approval. You are solely responsible for all usage or activity that occurs under your account, including, but not limited to, use of the Services by any person who uses your account, with or without authorisation. You agree to immediately notify us of any unauthorised use or any other breach of security of your account. Nimba will not be liable for losses incurred as a result of an unauthorised use of your account. Information submitted by you is governed according to the Nimba Privacy Policy.
User content and feedback
1. User Content. You maintain sole responsibility for any Content that you submit, display, post, or otherwise make available through the Services (“User Content”), including any necessary third-party rights in the User Content. When you submit User Content, you grant Nimba a worldwide, perpetual, irrevocable, royalty-free, non-exclusive, and sub-licensable licence to use, copy, cache, distribute, reproduce, modify, edit, adapt, publicly perform, publicly display, translate, create derivative works from, sell, lease, transmit, communicate to the public, disassemble, and publish such User Content, in whole or in part, in any format or medium now known or hereafter devised, without compensation to you, for any purpose including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof).
We may, in our sole discretion, pre-screen User Content before its appearance on the Services, and may forbid or prevent you from posting, uploading, storing, sharing, sending, or displaying User Content to and via the Services at any time. We may, in our sole discretion, reject, move, edit, or remove any User Content that is submitted to the Services for any reason whatsoever, including without limitation User Content that violates these Terms. For further information, see the Acceptable use section below.
2. Feedback. We will not consider any unsolicited submission of ideas and ask that you refrain from sending them to us. If, however, you choose to still submit your ideas in any form, whether in User Content or otherwise (“Feedback”), the following terms will apply:
(a) Feedback shall be Nimba’s sole and exclusive property, with no compensation to you. You hereby irrevocably assign to Nimba and agree to irrevocably assign to Nimba all right, title, and interest in and to all Feedback, including any intellectual property rights therein.
(b) Nimba shall have no obligation of any kind with respect to Feedback and shall be free, without any compensation or credit to you of any kind, to reproduce, use, disclose, and distribute Feedback, including any ideas, concepts, know-how or techniques contained therein, on an unrestricted basis for any purpose whatsoever, including but not limited to developing, manufacturing, and marketing products and services incorporating the Feedback.
Acceptable use
In order to promote a safe and positive experience, the following conduct is strictly prohibited in connection with your access to and use of the Services. Without limitation, you will not using the Services and Content:
(a) for any unlawful purpose;
(b) to solicit others to perform or participate in any unlawful acts;
(c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances;
(d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others;
(e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
(f) to submit false or misleading information;
(g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet;
(h) to collect or track the personal information of others;
(i) to spam, phish, pharm, pretext, spider, crawl, or scrape;
(j) for any obscene or immoral purpose; or
(k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet.
We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
Privacy
For information about our data practices, including our collection and use of your information, please see our Privacy Policy. Our Privacy Policy applies to your use of the Services and is incorporated by reference into these Terms.
Warranties, disclaimers, and limitation of liability
We do not guarantee, represent or warrant that your use of our Services will be uninterrupted, timely, secure or error-free. We do not warrant that the results that may be obtained from the use of the Services will be accurate or reliable. You agree that from time to time we may remove the Services for indefinite periods of time or cancel the Service at any time, without notice to you.
You expressly agree that your use of, or inability to use, the Services is at your sole risk. The Services and all products and Services delivered to you through the Services are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no case shall Nimba, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, Service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the Services or any products procured using the Services, or for any other claim related in any way to your use of the Services or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Services or any Content (or product) posted, transmitted, or otherwise made available via the Service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
Indemnity
You agree to indemnify, defend and hold harmless NIMBA and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, Service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
Modification and termination
1. Modification of Services. Except where not permitted by applicable local legal requirements, Nimba reserves the right at any time to modify or discontinue, temporarily or permanently, the Services (or any part thereof), with or without notice. Nimba shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Services.
2. Termination. We may, in our sole and absolute discretion, terminate, suspend, or otherwise deny your access to all or part of the Services at any time for any or no reason at all, with or without notice to you. If we terminate your right to access the Services, these Terms will terminate and all rights that you have to access the Services will be terminated immediately. Termination of your use or access to the Services may also include, at Nimba’s sole discretion, the deletion of your account and/or User Content, and you will not be able to retrieve any information related to your account except as required by applicable law.
Notice of intellectual property infringement
In accordance with the applicable law, it is the policy of Nimba, in appropriate circumstances, to terminate the registration account of a user who is deemed to infringe third-party intellectual property rights and/or to remove User Content that is deemed to be infringing.
Controlling law
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of Hong Kong Special Administrative Region.
General terms
1. Force majeure. Under no circumstances will Nimba be liable for any delay or failure in performance resulting directly or indirectly from an event beyond its reasonable control.
2. No waiver. The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
3. Severability. Each of the provisions of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining provisions will remain in full force and effect.
4. Third-party beneficiaries. Except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.
5. Entire agreement. These Terms of Service and any policies or operating rules posted by us on this site or in respect to the Service constitutes the entire agreement and understanding between you and Nimba and governs your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
6. Assignment. These Terms, and any rights or licences granted hereunder, may not be assigned or delegated by you. These Terms, and any rights or licences granted hereunder, may be assigned or delegated by Nimba without restriction. These Terms bind and inure to the benefit of each party and the party’s successors and permitted assigns.
7. Modification. These Terms may only be modified by agreement between you and an authorised signatory of Nimba, specifically referencing and specifically modifying these Terms.
8. No agency. No agency, partnership, joint venture or employee-employer relationship is intended or created by these Terms, and you shall have no right or authority to assume or create any obligations or to make any representations on behalf of Nimba, or to bind Nimba in any respect.
9. Electronic processing. You agree that any agreements made by and between you and us in electronic form are as legally binding as if made in physical written form.
10. Headings. Headings and subheadings in these Terms are for convenience only and have no legal or contractual effect.
11. Survival. Any provision of these Terms that by its nature is reasonably intended to survive beyond termination of these Terms shall survive.
12. Notices. We may deliver notice to you by email, posting a notice on the Services, or any other method we choose and such notice will be effective on dispatch.
Contact us
If you have any questions about these Terms of Services, please contact us at customercare@nimba.co.