1. Definitions

• Service: Refers to the DAR.WIN software platform, mobile applications, reporting dashboards, and associated hardware provided by us.
• Subscriber: The entity (e.g., Assisted Living Facility, Home Health Agency) or individual (e.g., a family member) that has subscribed to the Service.
• Authorized User: An individual (e.g., staff member, caregiver, family member) who is authorized by the Subscriber to access and use the Service.
• Hardware: Refers to the physical sensor devices and any related equipment provided by us for the purposes of enabling the Service.
• User Data: Any data, including but not limited to anonymized motion data and personal information, that is collected by the Service or provided by the Subscriber or its Authorized Users.

2. Description of Service

The DAR.WIN Service uses proprietary, camera-free WiFi sensing technology to monitor motion and activity patterns for the purpose of resident safety and wellness. The Service provides alerts, wellness insights, and operational analytics to Subscribers and their Authorized Users.

Important Disclaimer: The Service is an informational and supplemental monitoring tool. It is NOT a medical device and is not intended to diagnose, treat, cure, or prevent any disease or health condition. The Service is NOT a substitute for professional medical advice or direct supervision by qualified caregivers. All decisions regarding resident care should be made by qualified healthcare professionals and caregivers.

3. Subscriptions and Payment

• Subscription Plans: The Service is provided on a subscription basis. Fees are detailed in your specific Service Agreement or order form.
• Billing Cycle: Subscription fees are billed in advance on a recurring basis (typically monthly or annually).
• Automatic Renewal: Your subscription will automatically renew at the end of each billing cycle unless you cancel it in accordance with your Service Agreement.
• Payment: A valid payment method is required to process the payment for your subscription. By submitting such payment information, you automatically authorize us to charge all subscription fees incurred through your account to any such payment instruments.
• Price Changes: We reserve the right to modify subscription fees at any time. Any fee change will become effective at the end of the then-current billing cycle, with at least thirty (30) days prior notice to you.

4. User Accounts and Responsibilities

• Account Security: You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password. You agree not to disclose your password to any third party.
• Authorized Users: The Subscriber is responsible for all activities conducted by its Authorized Users and for their compliance with these Terms.
• Acceptable Use: You agree not to use the Service for any unlawful purpose or to (i) reverse engineer, decompile, or otherwise attempt to discover the source code of the Service or Hardware; (ii) interfere with the proper working of the Service; or (iii) use the Service in any way that could damage, disable, or impair it.

5. Hardware

• Provision: The Hardware is provided to the Subscriber for the sole purpose of enabling the Service.
• Ownership: Unless otherwise specified in your Service Agreement, the Hardware remains the property of Darwin Software Systems, Inc. at all times.
• Installation & Care: You agree to install and use the Hardware in accordance with our instructions and to protect it from damage, loss, or theft.
• Return of Hardware: Upon termination of your subscription, you must return all Hardware to us in good working condition, reasonable wear and tear excepted, within thirty (30) days. Failure to do so may result in additional fees.

6. Data Privacy and Security

Your privacy is critically important to us.

• Privacy Policy: Our collection and use of personal information in connection with the Service is described in our Privacy Policy, which is incorporated by reference into these Terms.
• HIPAA: For Subscribers who are "Covered Entities" under the Health Insurance Portability and Accountability Act (HIPAA), a separate Business Associate Agreement (BAA) will be required. The terms of the BAA will govern the use and protection of Protected Health Information (PHI).
• Data Usage: You grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, and analyze User Data in an aggregated and anonymized form for the purposes of improving and operating the Service.
• Tracking Technologies: We use cookies, pixels, and other tracking technologies on our websites, including but not limited to Meta (Facebook) Pixel and Reddit Pixel, to measure advertising effectiveness, analyze website usage, and deliver targeted advertisements. By using our websites, you consent to the use of these tracking technologies as described in our Privacy Policy. You may opt out of certain tracking through your browser settings or industry opt-out mechanisms as detailed in our Privacy Policy.

7. Intellectual Property

The Service and its original content, features, and functionality are and will remain the exclusive property of Darwin Software Systems, Inc. and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries.

8. Termination

We may terminate or suspend your access to the Service immediately, without prior notice or liability, for any reason whatsoever, including but not limited to a breach of the Terms. Upon termination, your right to use the Service will immediately cease. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

9. Limitation of Liability

In no event shall Darwin Software Systems, Inc., nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage. Our total liability in any matter arising out of or related to these terms is limited to the amount you paid for the Service in the 12 months preceding the event giving rise to the liability.

10. Governing Law and Dispute Resolution

These Terms shall be governed and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled by arbitration in Wilmington, Delaware.

11. Changes to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. We will provide at least 30 days' notice before any new terms take effect. By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms.

12. Contact Us

If you have any questions about these Terms, please contact us:

• By email: info@dar.win
• By visiting this page on our website
• By mail: New York, NY 10001