Last Update: May 18, 2023
READ BEFORE USING: This document and any other documents mentioned herein (collectively referred to as “Terms of Use”) are binding on you. Using the “Narwal” application, including software installed on your mobile or other device and the associated communication protocols, (“the App”) represents an agreement between you and Yunjing Intelligence Innovation (Shenzhen) Co., Ltd. (“Narwal” or “we”) as follows: you are at least 18 years old, or the age of legal majority in your jurisdiction of residence, with full civil capacity, and you understand and agree to the Terms of Use. If you do not understand or agree to one or more of the terms or conditions herein, you should not use the App and you should remove it from any device you use on which it is installed. The Terms of Use grants you certain rights and imposes on you certain obligations; your rights and obligations may be subject to applicable laws and regulations. If you have any questions about the Terms of Use or your rights and obligations in connection with the App, please contact us at legal@narwal.com. The Terms of Use does not govern your use of any website owned or operated by Narwal or any of its affiliates or the software in any “Narwal” robot: please refer to any agreements and policies related to any of the aforementioned to understand your rights and obligations in connection therewith.
Please read the following terms and conditions carefully, especially the bold and underlined parts which will offer you important information about the services we provide for you. You agree (1) that you may not amend the Terms of Use except to the extent the amendment is approved by Narwal in writing and (2) that Narwal may at its discretion and from time to time amend the Terms of Use, and as long as such amendments and relevant texts are communicated to you through the App and you use the App, we’ll deem you to have understood and agreed with such amendments and updates. You should visit this page from time to time to check the latest applicable Terms of Use. For the avoidance of doubt, by using the App after any amendments, you consent to any and all amendments therein.
To the extent the App is modified by Narwal, including without limitation via software updates, bug fixes, upgrades, etc. implemented at Narwal’s discretion, the term App as used in the Terms of Use will incorporate such modification and the Terms of Use will apply to the modified App. By using the App, you consent to software updates, bug fixes, upgrades, etc.
1. Usage
You must register or log in to your Narwal account and provide certain personal information on relevant pages. If you don’t agree to register an account, you won’t be able to use our service provide through the App. You must promise and guarantee that: (1) all information you provide for registration is truthful and accurate and you will perform your rights and obligations about the registration, use, etc. of your account as per the Terms of Use; (2) your use of the App must be legal; (3) you may terminate your account at any time in accordance with the instructions.
The App will keep or terminate your account in accordance with the Terms of Use. You must promise that you will keep your login information only to yourself and you will be responsible for all your behaviors under your account. You must immediately inform us of any behaviors that may break the law or are unauthorized or suspected to be unauthorized. Narwal bears no legal liability for any of your losses caused by your failure to comply with the above requirements.
2. License Grant
Subject to the terms and conditions in the Terms of Use, Narwal grants you a revocable, royalty-free, personal, non-exclusive, non-sublicensable, non-transferable, non-assignable, non-commercial license to install and run one copy of the App, in executable object code form only, in conjunction with one or more other “Narwal” products.
3. Restrictions
You agree that you will not and will not permit anyone else to: (1) rent, lease, sell, license, assign, distribute, or transfer the App or any part thereof (including but not limited to the App’s source code), whether “for profit” or “not for profit,” to any third party; (2) use the App or any part thereof (including but not limited to the App’s source code), by itself or in conjunction with other “Narwal” products, to perform any work, or produce any result, for a fee, compensation, reimbursement, or any other remuneration; (3) modify, make derivative works of, disassemble, decompile, reverse compile, or reverse engineer the App or any part thereof (including but not limited to the App’s source code); (4) use the App or any part thereof (including but not limited to the App’s source code) for any purpose, or in any way, that is (or threatens or encourages conduct that is) prohibited by applicable law or would give rise to civil liability or criminal liability or that would breach any intellectual property or other right of any third party; or (5) use the App or any part thereof (including but not limited to the App’s source code) for any purpose other than as permitted in the Terms of Use.
If you wish to use the App or any part thereof (including but not limited to the App’s source code) for any commercial purpose, or any other purpose not permitted in the Terms of Use, you may request permission, which Narwal may refuse for any or for no reason at its sole discretion but which can be granted only in writing by Narwal, by writing to legal@narwal.com.
4. Ownership
The App is licensed, not sold, to you; except as expressly provided in the Terms of Use, Narwal does not grant you any title, license, or other right (whether by implication or otherwise) to any patent, copyright, trademark, trade name, service mark, trade secret, or other intellectual property of Narwal or its licensors, whether protected by law or not. The title and other ownership interests to the App and all parts thereof remain with Narwal and/or its licensors.
For any and all feedback, suggestions, and other materials (including but not limited to text, images, and sounds) concerning the App or any part thereof, using any mode of transmission to Narwal (including but not limited to the App’s source code), you (1) represent that you own or otherwise control all the rights to such feedback, suggestions, and other materials and have the capacity and authority to freely transfer all such rights to the extent permitted by applicable law, and (2) agree such feedback, suggestions, and other materials will be Narwal’s property and that Narwal may copy, incorporate, modify, display, publish, redistribute, license and sublicense, and otherwise use your transmission and its content for any purposes (including but not limited to commercial as well as non-commercial purposes), in any way and at any time (including but not limited to the termination of the Terms of Use), subject to Narwal's Privacy Policy and applicable law, and you waive (A) any right to confidentiality or other protections to such transmission and content and (B) any right to any fee, compensation, reimbursement, or other remuneration for the transmission, its content, and/or any use thereof by Narwal. To the extent applicable law limits any of the above with respect to the feedback, suggestions, and other materials, you hereby grant Narwal a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display the same throughout the world in any media and for any purposes (including but not limited to commercial as well as non-commercial purposes). You hereby waive all “rights of authorship” in all feedback, suggestions, and other materials you transmit in any way to Narwal. You also hereby waive all rights to make any claims against Narwal and/or its affiliates relating to unsolicited submissions, including but not limited to claims based on unfair competition, breach of implied contract, or breach of confidentiality.
You will indemnify, hold harmless, and defend Narwal and its affiliates for any losses (including but not limited to goodwill and including but not limited to fees of arbitration institutions, arbitrators, courts, attorneys, accountants, and other third parties) suffered by Narwal or any of its affiliates as a result of any breach of any of your representations or agreements in this section 4.
5. Open Source
One or more part(s) of the App may be subject to “open source” or “free software” licenses (each an “Open Source Component”). No Open Source Component is subject to the terms and conditions of the Terms of Use. The Terms of Use does not modify, whether by limiting or extending or otherwise, any right or obligation you may have under any agreement governing any Open Source Component. Narwal makes available, upon written requests to Narwal at legal@narwal.com, any information about any Open Source Component required to be made available under any agreement governing the Open Source Component.
6. No Warranty
To the maximum extent permitted by applicable law, Narwal provides the App “as-is” and, on behalf of itself and its affiliates and its and their respective officers, directors, employees, shareholders, agents, successors, and assignees, disclaims all warranties, whether express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose, title, accuracy, and non-infringement of third-party rights as well as any warranty arising out of any information, advice, proposal, specification, or sample provided by Narwal or any of the above-mentioned parties. Narwal does not guarantee that any specific result from use of the App or the App, any part thereof, or any use thereof, will be timely, uninterrupted, error-free, or secure (including but not limited to data intrusion, computer viruses, or other harmful codes).
7. Limitation of Liability
You agree that your use of the App and any and all part(s) thereof is at your own discretion and risk. To the maximum extent permitted by applicable law, Narwal and its affiliates and its and their respective officers, directors, employees, shareholders, agents, successors, and assignees will not be liable for any damage or loss (including but not limited to consequential, incidental, exemplary, and special damages and lost profit and lost data) arising out of or connected with the App, any part thereof, or any use thereof, or any inability to use the app or any part thereof, whether based on warranty, contract, tort, or any other legal reasons and whether or not Narwal and/or any of its affiliates knew or should have known of the possibility of such damage or loss. This limitation of liability does not apply to personal injury claims or claims for consumer fraud. In the event of any problem with your use of the App, you agree that your sole remedy is to cease using the App. To the extent the preceding limitation of liability is invalid or ineffective, then to the maximum extent permitted by applicable law, in no event will the total cumulative liability of Narwal and/or its affiliates arising out of connection with the App, any part thereof, or any use thereof, or any inability to use the app or any part thereof, exceed the monetary amount actually paid by you to Narwal or Narwal’s authorized reseller. Nothing in the Terms of Use attempts to or will limit the liability of Narwal or any of its affiliates beyond the extent permitted by applicable law.
8. Termination
You agree that the Terms of Use is effective from the first time you use the App or any part thereof until terminated as provided in the Terms of Use or by operation of applicable law. Narwal may, by notice to you, terminate the Terms of Use at any time you are in breach of (1) any provision in the Terms of Use; (2) any provision of any other agreement between you and either Narwal or any affiliate of Narwal; or (3) any agreement, term, or other requirement of any service provider whose services are required in order for Narwal to develop, provide, maintain, or support the App.
You may terminate the Terms of Use at any time. Upon termination, (1) any and all licenses granted to you under the Terms of Use will be automatically revoked unless expressly stated otherwise in a written document executed by Narwal and (2) you agree to cease using, and to remove from any and all devices you own or control, any and all copies of the App and any parts thereof (including but not limited to the App’s source code), however (3) sections 4 through 16 will survive and remain in full force and effect after the termination.
Unless otherwise agreed in writing, this section does not limit, and Narwal reserves, any and all of Narwal’s rights if you breach any provision of the Terms of Use or any other agreement between you and Narwal.
9. Notices
You agree to send any notices to Narwal at legal@narwal.com and that any notice to you may be provided by any of the following: notifications appearing in the App, email to any email address that you registered with Narwal, and any other method of notice permitted under applicable law.
For purpose of providing new features or fix potential bugs, we may from time to time release upgraded version for firmware. You can open the “Auto Upgrade” button under “OTA Upgrade” in this application, and whenever there is an upgraded firmware, this application will automatically download and install the upgraded firmware. You can also close the “Auto Upgrade” button, and whenever there is an upgraded firmware, this application will first seek your permission before downloading or installing the upgraded firmware. HOWEVER, IN THE SPECIAL CIRCUMSTANCE WHERE NOT UPGRADING FIRMWARE MAY CAUSE SERIOUS DAMAGES TO YOUR NARWAL DEVICES OR MAY CAUSE SERIOUS PERSONAL INJURY OR PROPERTY DAMAGE, WE RESERVE THE RIGHT TO FORCE FIRMWARE UPGRADE, AT OUR SOLE DISCRETION.
11. Assignment
You agree not to assign, to any third party, any rights or obligations you have or may have under the Terms of Use and that any attempted assignment by you will be null, void, and without effect. You agree that Narwal may, at its sole discretion and without any consent from or notification to you, assign any of its rights and any of its obligations under the Terms of Use to any affiliate of Narwal, which may likewise assign any right or obligation assigned to it.
12. Waiver
You agree that no waiver by Narwal of any of its rights under the Terms of Use will be effective except if in writing and that any waiver or failure by Narwal to exercise or enforce any of its rights under the Terms of Use will not constitute a waiver of any other of Narwal’s rights or of another exercise or enforcement of the right(s) waived or failed to be exercised or enforced.
13. Severability
You agree that if any part of the Terms of Use is deemed invalid or cannot be enforced in any instance, such part will in that instance be interpreted or changed to accomplish the objectives of the part to the greatest extent possible under applicable law and the Terms of Use will not be affected in any other way.
14. Interpretation
The headings of the sections of the Terms of Use are for convenience and you agree they will not be used in interpreting the Terms of Use or any part thereof.
15. Integration
This document represents the complete agreement concerning the subject matter hereof, and any and all other understandings and communications, oral and written, concerning the same subject matter are merged into and superseded by this document, except as expressly provided in the Terms of Use. You agree that no such understanding or communication will have any force or effect and that you will not refer to any such understanding or communication in any proceeding arising out of or in connection with the Terms of Use.
16. Protection of Privacy Right
Narwal attaches great importance to the protection of your personal information. You should read our Privacy Policy so that you could have a better understanding of our collection, use, and processing of your personal information. Privacy Policy constitutes a part of the Terms of Use.
17. Governing Law and Dispute Resolution
Narwal welcomes all complaints and seeks to resolve them most efficiently through its customer service, which you can reach by emailing legal@narwal.com.
You agree that the Terms of Use and any and all dispute(s) arising out of or connected with it or the App will be interpreted and governed by the laws and regulations of the People’s Republic of China.
You agree to resolve any and all dispute(s) arising out of or connected with the Terms of Use or the App through friendly negotiation with Narwal; if the negotiation fails, any party may notify the other party in writing (“Notice of Dispute”) and submit the dispute to the China International Economic and Trade Arbitration Commission (“Trade Arbitration”) for final resolution. The arbitration shall be carried out in accordance with the Trade Arbitration’s rules effective upon the submission, which shall be a part of the Terms of Service. The arbitration shall be held in Shenzhen, in the language of Mandarin Chinese. You irrevocably agree that, in the absence of obvious errors, the arbitration award of any and all dispute(s) arising out of or connected with the Terms of Use or the App shall be final and is binding and enforceable on you. The arbitral tribunal may ask the losing party to pay the fees or to handle it in other ways it considers appropriate.
（This document may be translated into multiple languages. In case of any inconsistency, the English version shall prevail）