If You are a new Subscriber, then this Terms of Service will be effective as of August 1, 2017. If You are an existing Subscriber, we are providing You with prior notice of these changes which will be effective as of August 1, 2017.
THIS AGREEMENT CONSTITUTES A BINDING CONTRACT ON YOU AND GOVERNS YOUR USE OF AND ACCESS TO THE SERVICES BY YOU, AGENTS AND END-USERS WHETHER IN CONNECTION WITH A PAID OR FREE TRIAL SUBSCRIPTION TO THE SERVICES.
By accepting this Agreement, either by accessing or using a Service, or authorizing or permitting any Agent or End-User to access or use a Service, You agree to be bound by this Agreement. If You are entering into this Agreement on behalf of a company, organization or another legal entity (an “Entity”), You are agreeing to this Agreement for that Entity and representing to IoT Systems Inc. that You have the authority to bind such Entity and its Affiliates to this Agreement, in which case the terms “Subscriber,” “You,” “Your” or a related capitalized term herein shall refer to such Entity and its Affiliates. If You do not have such authority, or if You do not agree with this Agreement, You must not accept this Agreement and may not use any of the Services.
General Terms and Conditions:
Copyright Infringement Notice & Takedown Policy
Supplemental Terms and Conditions:
When used in this Agreement with the initial letters capitalized, in addition to the terms defined elsewhere in this Agreement, the following terms have the following meanings:
Account: means any accounts or instances created by or on behalf of Subscriber or its Agents within the Services.
Affiliate: means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
Agent: means an individual authorized to use a Service through Your Account as an agent and/or administrator as identified through a unique login.
Applicable Data Protection Law: means Directive 95/46/EC (or a successor thereto) on the protection of individuals with regard to the processing of Personal Data and on the free movement of such data.
API: means the application programming interfaces developed and enabled by IoT Systems Inc. that permit Subscribers to access certain functionality provided by the Services, including, without limitation, the REST API that enables the interaction with the Services automatically through HTTP requests and the application development API that enables the integration of the Services with other web applications.
Associated Services: means products, services, features and functionality designed to be used in conjunction with the Services but not included in the Service Plan to which You subscribe, including, without limitation, integrations and applications created or developed by IoT Systems Inc. or its Affiliates which will be governed by this Agreement unless IoT Systems Inc. otherwise communicates a different agreement to You at the time of Your deployment of or access to the integration or application. For avoidance of doubt, none of the Services or any other product, service, feature or functionality that is expressly stated to be governed by any alternative license, agreement or terms shall be deemed an Associated Service.
Beta Services: means a product, service or functionality provided by IoT Systems Inc. that may be made available to You to try at Your option at no additional charge which is clearly designated as beta, pilot, limited release, non-production, early access, evaluation or by a similar description.
Confidential Information: means all information disclosed by You to IoT Systems Inc. or by IoT Systems Inc. to You which is in tangible form and labeled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including, but not limited to, information relating to IoT Systems Inc.’s security policies and procedures. For purposes of this Agreement, this Agreement as well as Service Data shall be deemed Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving Party at the time of disclosure by the disclosing Party; (b) was or is obtained by the receiving Party by a third party not known by the receiving Party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of this Agreement or another valid agreement between the Parties; or (d) was or is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information.
Consulting Services: means consulting and professional services (including any training, success or implementation services) provided by IoT Systems Inc. or its authorized subcontractors as indicated on an Order Form or other written document such as a statement of work “SOW”, as defined below.
Documentation: means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Services or describing Service Plans, as applicable, provided or made available by IoT Systems Inc. to You in the applicable IoT Systems Inc. help center(s); provided, however, that Documentation shall specifically exclude any “community moderated” forums as provided or accessible through such knowledge base(s).
End-User: means any person or entity other than Subscriber or Agents with whom Subscriber or its Agents interact using a Service.
Order Form: means any of Our generated service order forms executed or approved by You with respect to Your subscription to a Service, which form may detail, among other things, the number of Agents authorized to use a Service under Your subscription to a Service and the Service Plan applicable to Your subscription to a Service.
Payment Agent: means IoT Systems Inc., Inc. or a payment agent designated by IoT Systems Inc. For example, if You choose to pay for a Service with a credit card or certain other payment instruments in a currency other than the U.S. Dollar, IoT Systems Inc. may designate the Payment Agent to be IoT Systems Inc., a corporation organized under the laws of the state of Delaware, Registration No. 5922701.
Personal Data: means any information relating to an identified or identifiable natural person where an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to their physical, physiological, mental, economic, cultural or social identity.
Personnel: means employees and/or non-employee service providers and contractors of IoT Systems Inc. engaged by IoT Systems Inc. in connection with performance hereunder.
Processing/To Process/Processed: means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.
Service(s): means the products and services that are ordered by You online through a link or via an Order Form referencing this Agreement, whether on a trial or paid basis, and made available online by Us, via the applicable subscriber login link and other web pages designated by Us, including, individually and collectively, the applicable Software, updates, API, Documentation, and all applicable Associated Services that You have purchased or deployed or to which You have subscribed (“Deployed Associated Services”) that are provided under this Agreement. “Services” exclude Third Party Services as that term is defined in this Agreement and Associated Services that are not provided under this Agreement. From time to time the names and descriptions of the Services or any individual Service may be changed. To the extent Subscriber is given access to such Service as so described by virtue of a prior Order Form or other prior acceptance of this Agreement, this Agreement shall be deemed to apply to such Service as newly named or described.
Service Data: means electronic data, text, messages, communications or other materials submitted to and stored within a Service by You, Agents and End-Users in connection with Your use of such Service, which may include, without limitation, Personal Data.
Service Plan(s): means the packaged service plan(s) and the functionality and services associated therewith (as detailed on the Site applicable to the Service) for the Services to which You subscribe.
Site: means a website operated by IoT Systems Inc., including www.iotsyst.com, as well as all other websites that IoT Systems Inc. operates.
Software: means software provided by IoT Systems Inc. (either by download or access through the Internet) that allows Agents or End-Users to use any functionality in connection with the applicable Service.
Subscription Term: means the period during which You have agreed to subscribe to a Service with respect to any individual Agent.
Supplemental Terms: means the additional terms and conditions that are (a) contained in this Agreement under the Section entitled, “Supplemental Terms and Conditions” which apply and are incorporated into this Agreement with certain Services, features, or functionality; (b) included or incorporated on an Order Form (e.g. when a Deployed Associated Service is purchased); or (c) applicable to Consulting Services when purchased by You.
Third Party Services: means third party products, applications, services, software, networks, systems, directories, websites, databases and information obtained separately by You which a Service links to, or which You may connect to or enable in conjunction with a Service, including, without limitation, Third Party Services which may be integrated directly into Your Account by You or at Your direction.
“We,” “Us” or “Our”: means IoT Systems Inc. as defined below.
IoT Systems Inc.: means IoT Systems Inc., a Massachusetts corporation, or any of its successors or assignees.
2.1 During the Subscription Term and subject to compliance by You, Agents and End-Users with this Agreement, You have the limited right to access and use a Service consistent with the Service Plan(s) that You subscribe to, together with all applicable Deployed Associated Services, for Your internal business purposes. We will (a) make the Services and Service Data available to You pursuant to this Agreement and the applicable Order Forms; (b) provide applicable standard customer support for the Services to You at no additional charge as detailed on the applicable Site and Documentation and/or upgraded support if purchased; (c) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except (i) during planned downtime for upgrades and maintenance to the Services (of which We will use commercially reasonable efforts to notify You in advance both through Our Site and a notice to Your Account owner and Agents) (“Planned Downtime”); and (ii) for any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, Third Party Services, or acts undertaken by third parties, including without limitation, denial of service attack (“Force Majeure Event”). IoT Systems Inc. reserves the right to monitor and periodically audit Your use of the IoT Systems Inc. Services to ensure that Your use complies with the Agreement and the Service Plan restrictions on Our Site. Should IoT Systems Inc. discover that Your or any Agent’s use of a IoT Systems Inc. Service is not in compliance with the Agreement or the Service Plan restrictions on Our Site, IoT Systems Inc. reserves the right to charge You, and You hereby agree to pay for, said usage in addition to other remedies available to Us.
2.2 You may not use the Services to provide customer service, support or other outsourced business process services on behalf of more than one third party (other than Affiliates) through a single Account. Without limiting the foregoing, Your right to access and use the API is also subject to the restrictions and policies implemented by IoT Systems Inc. from time to time with respect to the API as set forth in the Documentation or otherwise communicated to You in writing.
2.3 A high speed Internet connection is required for proper transmission of the Services. You are responsible for procuring and maintaining the network connections that connect Your network to the Services, including, but not limited to, “browser” software that supports protocols used by IoT Systems Inc., including the Transport Layer Security (TLS) protocol or other protocols accepted by IoT Systems Inc., and to follow procedures for accessing services that support such protocols. We are not responsible for notifying You, Agents or End-Users of any upgrades, fixes or enhancements to any such software or for any compromise of data, including Service Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by IoT Systems Inc. We assume no responsibility for the reliability or performance of any connections as described in this section.
2.4 In addition to complying with the other terms, conditions and restrictions set forth below in this Agreement, You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party, other than authorized Agents and End-Users in furtherance of Your internal business purposes as expressly permitted by this Agreement; (b) use the Services to Process data on behalf of any third party other than Agents or End-Users; (c) modify, adapt, or hack the Services or otherwise attempt to gain unauthorized access to the Services or related systems or networks; (d) falsely imply any sponsorship or association with IoT Systems Inc.; (e) use the Services in any unlawful manner, including, but not limited to, violation of any person’s privacy rights; (f) use the Services to send unsolicited or unauthorized bulk mail, junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages; (g) use the Services to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person’s intellectual property rights; (h) use the Services in any manner that interferes with or disrupts the integrity or performance of the Services and its components; (i) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any Software making up the Services; (j) use the Services to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; (k) use the Services to store or transmit any “protected health information” as that term is defined in 45 C.F.R. 160.103, unless expressly agreed to otherwise in writing by IoT Systems Inc.; (l) use the Services to knowingly post transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, ransomware, or any other similar harmful software (“Malicious Software”); (m) use or launch any automated system that accesses a Service (i.e., bot) in a manner that sends more request messages to a Service server in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser; or (n) attempt to use, or use the Services in violation of this Agreement.
2.5 You are responsible for compliance with the provisions of this Agreement by Agents and End-Users and for any and all activities that occur under Your Account, as well as for all Service Data. Without limiting the foregoing, You are solely responsible for ensuring that use of the Services to store and transmit Service Data is compliant with all applicable laws and regulations as well as any and all privacy policies, agreements or other obligations You may maintain or enter into with Agents or End-Users. You also maintain all responsibility for determining whether the Services or the information generated thereby is accurate or sufficient for Your purposes. Subject to any limitation on the number of individual Agents available under the applicable Service Plan(s) to which You subscribed or applicable Deployed Associated Service, access to and use of the Services is restricted to the specified number of individual Agents permitted under Your subscription to the applicable Service. You agree and acknowledge that each Agent will be identified by a unique username and password (“Login”) and that an Agent Login may only be used by one (1) individual. You will not share an Agent Login among multiple individuals. You and Your Agents are responsible for maintaining the confidentiality of all Login information for Your Account.
2.6 In addition to Our rights as set forth in Sections 2 and 8.4, We reserve the right, in Our reasonable discretion, to temporarily suspend Your access to and use of a Service if We suspect or detect any Malicious Software connected to Your Account or use of a Service by You, Agents or End-Users.
2.7 You acknowledge that IoT Systems Inc. may modify the features and functionality of the Services during the Subscription Term.
2.8 You may not access the Services if You are a direct competitor of IoT Systems Inc., except with IoT Systems Inc.’s prior written consent. You may not access the Services for the purposes of monitoring performance, availability, functionality, or for any benchmarking or competitive purposes.
2.9 If You register for a free trial for any of the Services, We will make such Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which You registered to use the applicable Service(s); (b) the start date of any subscription to such Service purchased by You for such Service(s); or (c) termination of the trial by Us in our sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. Please review the applicable Documentation during the trial period so that You become familiar with the features and functions of the Services under applicable Service Plans before You make Your purchase.
ANY SERVICE DATA YOU ENTER INTO A SERVICE, AND ANY CONFIGURATIONS OR CUSTOMIZATIONS MADE TO A SERVICE BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICE AS COVERED BY THE TRIAL, PURCHASE THE APPLICABLE SERVICE, OR EXPORT SUCH SERVICE DATA, BEFORE THE END OF THE TRIAL PERIOD.
3.1 Subject to the express permissions of this Agreement, each Party will protect each other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, each of us may use each other’s Confidential Information solely to exercise our respective rights and perform our respective obligations under this Agreement and shall disclose such Confidential Information (a) solely to the Personnel who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information; (b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any applicable law or regulation. The provisions of this Section
3.1 shall supersede any non-disclosure agreement by and between the Parties that would purport to address the confidentiality and security of Service Data and such agreement shall have no further force or effect with respect to Service Data.
3.2 IoT Systems Inc. will maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Service Data, as described in the Agreement, the Supplemental Terms entitled, “How We Protect Service Data” attached hereto, and Supplemental Terms for the Deployed Associated Services, as applicable. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Service Data by Personnel except (a) to provide the Services and prevent or address service, support or technical problems; (b) as compelled by law in accordance with Sections
3.1(b) or 3.1(c); (c) in accordance with the provisions of Section 3.4; or (d) as You expressly permit in writing. IoT Systems Inc.’s compliance with the provisions of Sections
3.2 through 3.5 and the Security Measures set forth in Exhibit B, Section 2 (“How We Protect Service Data”) shall be deemed compliance with IoT Systems Inc.’s obligations to protect Service Data as set forth in the Agreement.
3.3 To the extent Service Data constitutes Personal Data, You and IoT Systems Inc. hereby agree that You shall be deemed to be the data controller and the relevant entity in IoT Systems Inc. Party shall be deemed to be the data processor as those terms are understood under the Applicable Data Protection Law. Unless otherwise specifically agreed to by IoT Systems Inc., Service Data may be hosted by IoT Systems Inc. or their respective authorized third-party service providers in the United States, the European Economic Area (the “EEA”) or other locations around the world. In providing the Services, IoT Systems Inc. will engage entities within IoT Systems Inc. and other authorized service providers, to Process Service Data, including and without limitation, any associated Personal Data pursuant to this Agreement within the EEA, the United States and in other countries and territories. Under no circumstances will any entity in IoT Systems Inc. be deemed a data controller with respect to Service Data under Applicable Data Protection Law or any relevant law or regulation of any Member State as defined in Applicable Data Protection Law.
3.4 If Personal Data originates from an Agent or End-User in the EEA, We will ensure, pursuant to Applicable Data Protection Law that, to the extent that any Service Data constitutes Personal Data, if Service Data is transferred to a country or territory outside of the EEA (a “non-EEA country”), that such transfer will only take place if: (a) the non-EEA country in question ensures an adequate level of data protection; (b) one of the conditions listed in Article 26(1) of Directive 95/46/EC (or its equivalent under any successor legislation) is satisfied; (c) done so on the basis of IoT Systems Inc.’s approved binding corporate rules known as the IoT Systems Inc. Binding Corporate Rules (“IoT Systems Inc.’s BCR”) which establish adequate protection of such personal information and are legally binding on IoT Systems Inc; or (d) the transfer is via the EU-U.S. or Swiss-U.S. Privacy Shield Frameworks. Upon Your request and subject to Your entry into IoT Systems Inc.’s Data Processing Agreement (“DPA”) We will further ensure that the transfer is subject to the standard contractual clauses designed to facilitate transfers of Personal Data from the EEA to all third countries that have been adopted by the European Commission (known as the, “Model Clauses”), which have been incorporated into the DPA. As a Subscriber, You can execute Our DPA by emailing Your request to Us at firstname.lastname@example.org
3.5 You agree that IoT Systems Inc. and the third-party service providers that are utilized by IoT Systems Inc. to assist in providing the Services to You shall have the right to access Your Account and to use, modify, reproduce, distribute, display and disclose Service Data to the extent necessary to provide the Services, including, without limitation, in response to Your support requests. Any third-party service providers utilized by IoT Systems Inc. will only be given access to Your Account and Service Data as is reasonably necessary to provide the Services and will be subject to (a) confidentiality obligations which are commercially reasonable and substantially consistent with the standards described in Section 3.2; and (b) their agreement to comply with the data transfer restrictions applicable to Personal Data as set forth in Section 3.4.
3.6 Whenever You, Your Agents or End-Users interact with our Services, We automatically receive and record information on Our server logs from the browser or device, which may include IP address, “cookie” information, the type of browser and/or device being used to access the Services. “Cookies” are identifiers We transfer to the browser or device of Your Agents or End-Users that allow Us to recognize Agent or End-User and their browser or device along with how our Services are being utilized. When We collect this information, We only use this data in aggregate form, and not in a manner that would identify Your Agents or End-Users personally. For example, this aggregate data can tell Us how often users use a particular feature of the Services, and We can use that knowledge to improve the Services.
3.7 We receive and store any information You knowingly provide to Us. For example, through the registration process for Our Services and/or through your Account settings, We may collect Personal Data such as your name, email address, phone number, credit card information and third-party account credentials (for example, your log-in credentials for third party sites that integrate with the Services as further detailed in Section 3.9) of You and Your Agents. In addition, We may communicate with You and Your Agents. For example, We may send You and Your Agents product announcements and promotional offers or contact You and Your Agents about Your use of the Services. If You or an Agent does not want to receive communications from Us, please indicate this preference by sending an email to email@example.com and provide us with the name and email address of each Agent that no longer wishes to receive these communications.
3.8 We neither rent nor sell Your Personal Data in personally identifiable form to anyone. However, we may share your Personal Data with third parties in the following ways:
a. Collecting Usage Data. For the purposes of this section, “Usage Data” means aggregated, encoded or anonymized data that IoT Systems Inc. may collect about a group or category of services, features or users while You, Your Agents or End-Users use a Service for certain purposes, including analytics, and which does not contain Personal Data, which is used to help understand trends in usage of the Services. In addition to collecting and using Usage Data ourselves, IoT Systems Inc. may share the Usage Data with third parties, including Our subscribers, partners and service providers, for various purposes, including to help Us better understand Our subscribers’ needs and improve Our Services. We may also publish Usage Data to provide relevant information about the Services and for purposes of marketing.
b. Aggregated Personal Data that is not personally identifiable. We may anonymize the Personal Data of Your Agents or End-Users so that they cannot be individually identified, and publish this anonymized information, as segmented by industry, geography and other metrics to provide qualitative insight on customer support metrics and other relevant insights.
c. Aggregated Personal Data that is not personally identifiable. We may anonymize the Personal Data of Your Agents or End-Users so that they cannot be individually identified, and provide that information to our partners. We may also provide aggregate usage information to our partners for analytics purposes, who may use such information to help us understand how often and in what ways people use our Services. However, We never disclose aggregate information to a partner in a manner that would identify Your Agents or End-Users personally, as an individual.
Each Party shall retain all rights, title and interest in and to all its respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”). The rights granted to You, Agents and End-Users to use the Service(s) under this Agreement do not convey any additional rights in the Service(s) or in any Intellectual Property Rights associated therewith. Subject only to limited rights to access and use the Service(s) as expressly stated herein, all rights, title and interest in and to the Services and all hardware, Software and other components of or used to provide the Services, including all related Intellectual Property Rights, will remain with IoT Systems Inc. and belong exclusively to IoT Systems Inc. IoT Systems Inc. shall have a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, and/or incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback We receive from You, Agents, End-Users, or other third parties acting on Your behalf. IoT Systems Inc., and IoT Systems Inc.’s other product and service names and logos used or displayed in or on the Services are registered or unregistered trademarks of IoT Systems Inc. (collectively, “Marks”), and You may only use applicable Marks in a manner permitted by Our Trademark Usage Guidelines to identify You as a Subscriber; provided You do not attempt, now or in the future, to claim any rights in the Marks, degrade the distinctiveness of the Marks, or use the Marks to disparage or misrepresent Us, Our services or products.
If You decide to enable, access or use Third Party Services, be advised that Your access and use of such Third Party Services are governed solely by the terms and conditions of such Third Party Services, and We do not endorse, are not responsible or liable for, and make no representations as to any aspect of such Third Party Services, including, without limitation, their content or the manner in which they handle, protect, manage or Process data (including Service Data) or any interaction between You and the provider of such Third Party Services. We cannot guarantee the continued availability of such Third Party Service features, and may cease enabling access to them without entitling You to any refund, credit, or Third Party compensation, if, for example and without limitation, the provider of an Third Party Service ceases to make the Third Party Service available for interoperation with the corresponding Service in a manner acceptable to Us. You irrevocably waive any claim against IoT Systems Inc. with respect to such Third Party Services. We are not liable for any damage or loss caused or alleged to be caused by or in connection with Your enablement, access or use of any such Third Party Services, or Your reliance on the privacy practices, data security processes or other policies of such Third Party Services. You may be required to register for or log into such Third Party Services on their respective websites. By enabling any Third Party Services, You are expressly permitting IoT Systems Inc. to disclose Your Login, as well as Service Data as necessary to facilitate the use or enablement of such Third Party Services.
6.1 Unless otherwise indicated on an Order Form referencing this Agreement, in the Supplemental Terms entitled “Service Specific Terms”, or Additional Terms (as defined in Section 12.2) and subject to Section 6.2, all charges associated with Your access to and use of a Service (“Subscription Charges”) are due in full upon commencement of Your Subscription Term, or, with respect to a Deployed Associated Service, at the time such Deployed Associated Service is purchased, subscribed to or otherwise deployed. If You fail to pay Your Subscription Charges or other charges indicated on any Order Form within five (5) business days of Our notice to You that payment is due or delinquent, or if You do not update payment information upon Our request, in addition to Our other remedies, We may suspend or terminate access to and use of such Service by You, Agents and End-Users.
6.2 Unless otherwise stated, Our charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying Taxes, except those assessable against IoT Systems Inc. measured by its net income. We will invoice You for such Taxes if We believe We have a legal obligation to do so and You agree to pay such Taxes if so invoiced.
6.3 If You pay by credit card or certain other payment instruments, the Services provide an interface for the Account owner to change credit card information (e.g. upon card renewal). The Account owner will receive a receipt upon each receipt of payment by the Payment Agent, or they may obtain a receipt from within the Services to track subscription status. You hereby authorize the Payment Agent to bill Your credit card or other payment instrument in advance on a periodic basis in accordance with the terms of the Service Plan for the Services and for periodic Subscription Charges applicable to Deployed Associated Services to which You subscribe until Your subscription to the Services terminates, and You further agree to pay any Subscription Charges so incurred. If applicable, You hereby authorize IoT Systems Inc. and the Payment Agent to charge Your credit card or other payment instrument to establish such prepaid credit. You agree to promptly update Your Account information with any changes (for example, a change in Your billing address or credit card expiration date) that may occur. The Payment Agent uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain or use Your billing information except to process Your credit card information for the Payment Agent.
6.4 Payments made by credit card, debit card or certain other payment instruments for the IoT Systems Inc. Service are billed and processed by IoT Systems Inc.’s Payment Agent. To the extent the Payment Agent is not IoT Systems Inc., the Payment Agent is acting solely as a billing and processing agent for and on behalf of IoT Systems Inc. and shall not be construed to be providing the applicable Service.
6.5 Any Subscriber that mandates IoT Systems Inc. to use a vendor payment portal or compliance portal which charges IoT Systems Inc. a subscription fee or a percentage of any uploaded invoice as a required cost of doing business, shall be invoiced by IoT Systems Inc. for the cost of this fee
7.1 Either Party may elect to terminate Your Account and subscription to a Service as of the end of Your then current Subscription Term by providing notice, in accordance with this Agreement, on or prior to the date thirty (30) days preceding the end of such Subscription Term. Unless Your Account and subscription to a Service is so terminated, Your subscription to a Service (including any and all Deployed Associated Services) will renew for a Subscription Term equivalent in length to the then expiring Subscription Term. Unless otherwise provided for in an Order Form, the Subscription Charges applicable to Your subscription to a Service for any such subsequent Subscription Term shall be Our standard Subscription Charges for the Service Plan and Deployed Associated Services to which You have subscribed or which You have deployed, as applicable, as of the time such subsequent Subscription Term commences.
7.2 No refunds or credits for Subscription Charges or other fees or payments will be provided to You if You elect to terminate Your subscription to the Service or cancel Your Account prior to the end of Your then effective Subscription Term.
7.3 Except for Your termination under Section 7.5, if You terminate Your subscription to a Service or cancel Your Account prior to the end of Your then effective Subscription Term or We effect such termination or cancellation pursuant to Sections 2, 7.4 and 7.5, in addition to other amounts You may owe IoT Systems Inc., You must immediately pay any then unpaid Subscription Charges associated with the remainder of such Subscription Term. This amount will not be payable by You in the event You terminate Your subscription to a Service or cancel Your Account as a result of a material breach of this Agreement by IoT Systems Inc., provided that You provide advance notice of such breach to IoT Systems Inc. and afford IoT Systems Inc. not less than thirty (30) days to reasonably cure such breach as provided for in Section 7.5 herein.
7.4 We reserve the right to modify, suspend or terminate the Services (or any part thereof), Your Account or Your and/or Agents’ or End-Users’ rights to access and use the
Services, and remove, disable and discard any Service Data if We believe that You, Agents or End-Users have violated this Agreement. This includes the removal or disablement of Service Data in
accordance with Our Copyright Infringement Notice and Takedown Policy as “Copyright Infringement Notice Policy”, attached hereto. Unless legally prohibited from doing so, We will use commercially
reasonable efforts to contact You directly via email to notify You when taking any of the foregoing actions. We shall not be liable to You, Agents, End-Users or any other third party for any such
modification, suspension or discontinuation of Your rights to access and use the Services. Any suspected fraudulent, abusive, or illegal activity by You, Agents or End-Users may be referred to law
enforcement authorities at Our sole discretion.
7.5 A Party may terminate this Agreement for cause (a) upon thirty (30) days’ written notice to the other Party of a
material breach if such breach remains uncured at the expiration of such period; or (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to
insolvency, receivership, liquidation or assignment for the benefit of creditors. If this Agreement is terminated by You in accordance with this section, We will, to the extent permitted by
applicable law, refund You any prepaid fees covering the remainder of the Subscription Term after the effective date of termination. If this Agreement is terminated by Us in accordance with this
section, You will pay any unpaid fees covering the remainder of the Subscription Term pursuant to all applicable Order Forms. In no event will termination relieve You of Your obligation to pay any
fees payable to Us for the period prior to the effective date of termination.
7.6 Upon request by You made within thirty (30) days after the effective date of termination
or expiration of this Agreement, We will make Service Data available to You for export or download as provided in the Documentation. After such 30-day period, We will have no obligation to
maintain or provide any Service Data, and, as provided in the Documentation, will have the right to delete or destroy all copies of Service Data in Our systems or otherwise in Our possession or
control, unless prohibited by law.
8.1 Each Party represents that it has validly entered into this Agreement and has the legal power to do so.
8.2 We warrant that during an applicable Subscription Term (a) this Agreement and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Service Data; and (b) the Services will perform materially in accordance with the applicable Documentation. For any breach of a warranty above, Your exclusive remedies are those described in Section 7.5 herein.
8.3 EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 8.2, THE SITES AND THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM US OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
9.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THIS AGREEMENT, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR ANY OTHER LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, THE SERVICES OR CONSULTING SERVICES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
9.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IOT SYSTEMS INC.’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH ANY SUBSCRIPTION TO, OR USE OR EMPLOYMENT OF THE SERVICES, SHALL IN NO EVENT EXCEED THE SUBSCRIPTION CHARGES FOR SUCH SERVICES PAID BY YOU DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION 9.2 IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SUBSCRIPTION CHARGES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF WE WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. WE HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE YOU THE RIGHTS TO ACCESS AND USE THE SERVICES PROVIDED FOR IN THIS AGREEMENT.
9.3 Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. IN THESE JURISDICTIONS, IOT SYSTEMS INC.’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
9.4 Any claims or damages that You may have against IoT Systems Inc. shall only be enforceable against IoT Systems Inc. and not any other entity or its officers, directors, representatives or agents.
10.1 We will indemnify and hold You harmless, from and against any claim against You by reason of Your use of a Service as permitted hereunder, brought by a third party alleging that such Service infringes or misappropriates a third party’s valid patent, copyright, trademark or trade secret (an “IP Claim”). We shall, at Our expense, defend such IP Claim and pay damages finally awarded against You in connection therewith, including the reasonable fees and expenses of the attorneys engaged by IoT Systems Inc. for such defense, provided that (a) You promptly notify IoT Systems Inc. of the threat or notice of such IP Claim; (b) We will have the sole and exclusive control and authority to select defense attorneys, and defend and/or settle any such IP Claim; and (c) You fully cooperate with IoT Systems Inc. in connection therewith. If use of a Service by You, Agents or End-Users has become, or, in Our opinion, is likely to become, the subject of any such IP Claim, We may, at Our option and expense, (a) procure for You the right to continue using the Service(s) as set forth hereunder; (b) replace or modify a Service to make it non-infringing; or (c) if options (a) or (b) are not commercially reasonable or practicable as determined by IoT Systems Inc., terminate Your subscription to the Service(s) and repay You, on a pro-rata basis, any Subscription Charges previously paid to IoT Systems Inc. for the corresponding unused portion of Your Subscription Term for such Service(s). We will have no liability or obligation under this Section 11.1 with respect to any IP Claim if such claim is caused in whole or in part by (i) compliance with designs, data, instructions or specifications provided by You; (ii) modification of the Service(s) by anyone other than IoT Systems Inc.; or (iii) the combination, operation or use of the Service(s) with other hardware or software where a Service would not by itself be infringing.
The provisions of this Section 10.1 state the sole, exclusive and entire liability of IoT Systems Inc. to You and constitute Your sole remedy with respect to an IP Claim brought by reason of access to or use of a Service by You, Agents or End-Users.
10.2 You will indemnify and hold IoT Systems Inc. harmless against any claim brought by a third party against IoT Systems Inc. arising from or related to use of a Service by You, Agents or End-Users in breach of this Agreement or matters for which You have expressly agreed to be responsible pursuant to this Agreement; provided (a) We shall promptly notify You of the threat or notice of such claim; (b) You will have the sole and exclusive control and authority to select defense attorneys, and defend and/or settle any such claim (however, You shall not settle or compromise any claim that results in liability or admission of any liability by Us without Our prior written consent); and (c) We fully cooperate with You in connection therewith.
11.1 You may not, directly or indirectly, by operation of law or otherwise, assign all or any part of this Agreement or Your rights under this Agreement or delegate performance of Your duties under this Agreement without Our prior consent, which consent will not be unreasonably withheld. We may, without Your consent, assign this Agreement to any member of IoT Systems Inc. or in connection with any merger or change of control of IoT Systems Inc. or IoT Systems Inc. or the sale of all or substantially all of Our assets provided that any such successor agrees to fulfill its obligations pursuant to this Agreement. Subject to the foregoing restrictions, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.
11.2 This Agreement, together with any Order Form(s) and Supplemental Term(s) constitute the entire agreement, and supersede any and all prior agreements between You and IoT Systems Inc. with regard to the subject matter hereof. This Agreement shall apply in lieu of the terms or conditions in any purchase order or other order documentation You or any Entity which You represent provides (all such terms or conditions being null and void), and, except as expressly stated herein, there are no other agreements, representations, warranties, or commitments which may be relied upon by either Party with respect to the subject matter hereof. There are no oral promises, conditions, representations, understandings, interpretations, or terms of any kind between the Parties, except as may otherwise be expressly provided herein.
Notwithstanding the foregoing, Supplemental Terms may apply to certain features, functionality, or services as detailed in a Supplement hereto or that We offer as part of or distinct from the Services (the “Additional Terms”). In those instances, We will notify You of such Additional Terms prior to the activation of these features, functionality, or services and the activation of these features, functionality, or services in Your Account will be considered acceptance of the Additional Terms. All such Additional Terms will be considered incorporated into this Agreement when You or any Agent authorized as an administrator in Your Account activate the feature, functionality, or service. Where there is a conflict between this Agreement and the Additional Terms, the Additional Terms will control.
11.3 We may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. We will notify You not less than ten (10) days prior to the effective date of any such amendment and Your continued use of the Services following the effective date of any such amendment may be relied upon by IoT Systems Inc. as Your consent to any such amendment. Our failure to enforce at any time any provision of this Agreement does not constitute a waiver of that provision or of any other provision of this Agreement.
If any provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
The Services and other Software or components of the Services that We may provide or make available to You, Agents or End-Users may be subject to U.S. export control and economic sanctions laws. You agree to comply with all such laws and regulations as they relate to access to and use of the Services, Software and such other components by You, Agents and End-Users. You shall not access or use the Services if You are located in any jurisdiction in which the provision of the Services, Software or other components is prohibited under U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”) and You shall not provide access to the Services to any government, entity or individual located in any Prohibited Jurisdiction. You represent, warrant and covenant that (a) You are not named on any U.S. government list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S. person; (b) You are not a national of, or a company registered in, any Prohibited Jurisdiction; (c) You shall not permit Agents or End-Users to access or use the Services in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions; and (d) You shall comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which You, Agents and End-Users are located.
The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the Parties.
All notices to be provided by IoT Systems Inc. to You under this Agreement may be delivered in writing (a) by nationally recognized overnight delivery service (“Courier”) or U.S. mail to the contact mailing address provided by You on any Order Form; or (b) electronic mail to the electronic mail address provided for Your Account owner. You must give notice to IoT Systems Inc. in writing by Courier or U.S. mail to 1019 Market Street, San Francisco, California 94103 U.S.A. Attn: Legal Department. All notices shall be deemed to have been given immediately upon delivery by electronic mail; or, if otherwise delivered upon the earlier of receipt or two (2) business days after being deposited in the mail or with a Courier as permitted above.
This Agreement shall be governed by the laws of the State of California, without reference to conflict of laws principles. Any disputes under this Agreement shall be resolved in a court of general jurisdiction in San Francisco County, California. You hereby expressly agree to submit to the exclusive personal jurisdiction of this jurisdiction for the purpose of resolving any dispute relating to this Agreement or access to or use of the Services by You, Agents or End Users.
If You are a U.S. federal government department or agency or contracting on behalf of such department or agency, each of the Services is a “Commercial Item” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Services are licensed to You with only those rights as provided under the terms and conditions of this Agreement.
You agree that You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify firstname.lastname@example.org.
Sections 1, 3.1, 4 and 8-20 shall survive any termination of our agreement with respect to use of the Services by You, Agents or End Users. Termination of such agreement shall not limit a Party’s liability for obligations accrued as of or prior to such termination or for any breach of this Agreement.
IoT Systems Inc. abides by the federal Digital Millennium Copyright Act (DMCA) and similar regulations in other jurisdictions by responding to written notifications of alleged infringement by legitimate copyright holders. As part of our response, we may remove or disable access to allegedly infringing material residing on our websites and within the Service. Please note that IoT Systems Inc. does not control content hosted on any third party website, and cannot remove content from any website it does not own or control.
To submit a copyright infringement notification to IoT Systems Inc., send a written communication to email@example.com, (to “Copyright Agent”), as required by the DMCA, and provide the following information in writing:
Please note that under Section 512(f) of the DMCA and similar regulations in other jurisdictions, anyone who knowingly misrepresents that material or activity is infringing may be liable for damages and attorneys’ fees incurred by the alleged infringer or by IoT Systems Inc. Therefore, if you are not sure whether material infringes your copyright, you should first consider contacting an attorney.
Following receipt of a proper written notification, IoT Systems Inc. will expeditiously remove or disable the allegedly infringing content. We will also notify the customer who submitted or posted the allegedly infringing material, and provide them with a copy of the copyright infringement notification. We may suspend or terminate access to the Service of customers that repeatedly or egregiously infringe the copyrights of others.
If a customer of the Service believes that their content was removed or disabled by mistake or misidentification, the customer can send us a written counter notification that includes the following:
Please note that under Section 512(f) of the DMCA and similar regulations in other jurisdictions, any person who knowingly misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.
IoT Systems Inc. will only accept counter notifications that meet the requirements set forth above and are properly submitted to our Copyright Agent. Upon receipt of a proper written counter notification, IoT Systems Inc. will provide the person that submitted the infringement notification with a copy of the counter notification, and will, on or after 10 business days following receipt of the counter notification, restore the removed material to the Service unless our Copyright Agent first receives notice that a court action has been filed to restrain the customer from engaging in infringement related to the allegedly infringing material.
Both infringement notifications and counter notifications should be submitted to our Copyright Agent using the following information:
IoT Systems Inc.
Attention: Copyright Agent
Subject Line: DMCA Notification / DMCA Counter
Notification Email: firstname.lastname@example.org
Address: 1 Broadway, 14th Floor, MA 02142
Telephone: +1 617 401-3387
The full text of the Digital Millennium Copyright Act can be found at: http://www.copyright.gov/legislation/hr2281.pdf.
The terms and conditions in the section entitled, “General Terms and Conditions” (“General Terms”) apply generally to all Services. This section contains supplemental service-specific terms that are in addition to the General Terms.
Supplemental Terms for IoT Systems Inc.’s Service (“SenseQ”):
If Your Service Plan for IoT Systems Inc. Support allows You to use SenseQ or You otherwise subscribe to or utilize SenseQ as a Service, the following Supplemental Terms apply:
The definition of “Software” in the Agreement shall include connectors that are used by You to connect Your data sources to SenseQ or that allow You to use any functionality in connection with SenseQ.
Use of SenseQ is subject to the obligation to pay applicable Subscription Charges as stated on the pricing pages of the Site. Some features of SenseQ may be subject to additional
Subscription Charges and Consumption Capacity limits as explained on the SenseQ pricing page on the Site. By enabling or otherwise using SenseQ, You are agreeing to pay these charges and agreeing
to the applicable feature terms. “Consumption Capacity” means the maximum number of Ticket deflections available to You for the Service Plan to which You subscribe.
Subscription Charges for certain SenseQ features may be charged in arrears or require You to prepay for expected consumption. Unless an earlier expiration date is communicated to You at
time of purchase, Consumption Capacity will expire and no longer be redeemable at the end of the time period to which the Consumption Capacity is allocated. If Your Account reaches a Consumption
Capacity limit during the applicable time period, the functionality of the relevant feature will not be available in Your Account until the beginning of the next time period unless You purchase
additional Consumption Capacity by upgrading to a higher Service Plan.
Supplemental Terms for Certain IoT Systems Inc. Deployed Associated Services (Add-Ons):
For Subscribers who have purchased or been given access to the Deployed Associated Services listed below, there are Supplemental Terms that will be provided to You on the corresponding Order Form which will supplement the Agreement:
Supplemental Terms for IoT Systems Inc.’s API and SDKs:
If You use or access any API for the purpose of developing, implementing and Publishing Applications (as defined in the API Agreement), You hereby agree that Your use shall be governed by the Application Developer and API License Agreement (“API Agreement”). Further, if You use or access any SDK (defined below), You hereby agree that Your use of the SDK shall be governed by the API Agreement, in addition to this Agreement. “SDK” means any software development kit related to a Service developed by IoT Systems Inc. and made available to You.
IoT Systems Inc. is committed to providing a robust and comprehensive security program including the security measures set forth in these Supplemental Terms (“Security Measures”). During the Subscription Term, these Security Measures may change without notice, as standards evolve or as additional controls are implemented or existing controls are modified as We deem reasonably necessary.
Security Measures Utilized by Us
As provided for in Section 3.2 of the Agreement, We will abide by these Security Measures to protect Service Data as is reasonably necessary to provide the Services:
Technical and Organizational Security Measures for Third-Party Service Providers
As provided for in Section 3.5 of the Agreement, any third-party service providers that are utilized by IoT Systems Inc. will only be given access to Your Account and Service Data as is reasonably necessary to provide the Service and will be subject to, among the other requirements in Section 3.5, their implementing and maintaining compliance with the following appropriate technical and organizational security measures:
You agree that You are responsible for notifying the End-Users using Our Services via Your Account about how IoT Systems Inc. may use End-Users’ Personal Data as described in the Agreement and obtaining prior consent from End-Users to disclose their Personal Data to Us.
Personal Data collected, stored, used and/or processed by IoT Systems Inc., as described in the Agreement, is collected, stored, used and/or processed in accordance with Brazilian Law No. 12,965/2014. By using Our Services You expressly consent to the collection, use, storage and processing of Your Personal Data by Us as described.
Personal Data collected, stored, used and/or processed by IoT Systems Inc., as described in the Agreement, is collected, stored, used and/or processed in compliance with the Australian Privacy Act 1988 (Commonwealth) and the Australian Privacy Principles as is found in further detail here. If You are dissatisfied with Our handling of a complaint or do not agree with the resolution proposed by Us, You may make a complaint to the Office of the Australian Information Commissioner (OAIC) by contacting the OAIC using the methods listed on their website. Alternatively, You may request that We pass on the details of Your complaint to the OAIC directly.
Personal Data collected, stored, used and/or processed by IoT Systems Inc., as described in the Agreement, is collected, stored, used and/or processed in compliance with the New Zealand Privacy Act (1993) and its 12 Information Privacy Principles (NZ IPPs) as is found in further detail here.
Personal Data collected, stored, used and/or processed by IoT Systems Inc., as described in the Agreement, is collected, stored, used and/or processed in compliance with IoT Systems Inc.’s obligations under the Personal Data Protection Act 2012 of Singapore (“PDPA”) as if found in further detail here.
Personal Data (as the term is defined in the Personal Information Protection and Electronic Documents Act of Canada (PIPEDA)) will be collected, stored, used and/or processed by IoT Systems Inc. in compliance with IoT Systems Inc.’s obligations under PIPEDA.
If Subscriber has engaged IoT Systems Inc. for the provision of professional services (including any training, success, and implementation services, “Consulting Services”) as indicated on an Order Form, the provision of such Consulting Services will be governed by the Agreement, including these Supplemental Terms. Unless otherwise agreed to in a Statement of Work, Subscriber agrees that any Consulting Services must be scheduled for completion by Subscriber within six (6) months following the commencement of the Subscription Term as indicated on the Order Form. In consideration of the foregoing, Subscriber and IoT Systems Inc., intending to be legally bound, agree to the terms set forth below.
1. Scope. All Consulting Services pursuant to the Agreement provided by IoT Systems Inc. to Subscriber will be outlined in one or more mutually agreed-upon and jointly executed Statement of Work(s) (“SOW(s)”) or Order Forms, each incorporated into the Agreement and describing in detail the scope, nature and other relevant characteristics of Consulting Services to be provided.
2. Retention. Subscriber hereby retains IoT Systems Inc. to provide the Consulting Services described in one or more SOWs, subject to the terms and conditions set forth in the Agreement. IoT Systems Inc. shall not be obligated to perform any Consulting Services until both Parties have mutually agreed upon and executed an SOW with respect to such Consulting Services. After execution of an SOW, the Consulting Services to be provided under that SOW may only be changed through a change order mutually executed by the Parties (“Change Order”).
3. Performance of Consulting Services.
3.1 Each SOW will include reasonable details about Consulting Services, including, at a minimum, the Fees charged and the qualified employees and/or non-employee contractors of IoT Systems Inc. (“Subcontractors” and together with IoT Systems Inc.’s employees for the purposes of these Supplemental terms, “Consulting Services Personnel”) employed in performing the Consulting Services. IoT Systems Inc. and Subscriber agree to cooperate in good faith to achieve satisfactory completion of the Consulting Services in a timely and professional manner.
3.2 The Parties will each designate a representative to interface and facilitate the successful completion of the Consulting Services (“Subscriber’s Representative” and “IoT Systems Inc.’s Representative”, respectively). Any Subcontractor (defined below) designated by IoT Systems Inc. to perform any portion of the Consulting Services will designate a representative to interface with Subscriber and IoT Systems Inc. on all matters relating to Subcontractor’s performance of Consulting Services (“Subcontractor’s Representative”).
3.3 IoT Systems Inc. will perform the Consulting Services, directly or through a Subcontractor of its choice. Subscriber agrees to provide, at no cost to IoT Systems Inc., timely and adequate assistance and other resources reasonably requested by IoT Systems Inc. to enable the performance of the Consulting Services (collectively, “Assistance”). Neither IoT Systems Inc., nor its Subcontractors will be liable for any deficiency in performance of Consulting Services to the extent resulting from any acts or omissions of Subscriber, including but not limited to, Subscriber’s failure to provide Assistance as required hereunder.
3.4 In performing the Consulting Services, IoT Systems Inc. will provide such resources, and utilize Consulting Services Personnel as it deems necessary to perform the Consulting Services or any portion thereof. Subscriber may object to IoT Systems Inc.’s election of Subcontractors by specifying its objection to IoT Systems Inc., in which case the Parties will cooperate in good faith to appoint another Subcontractor to perform such Consulting Services. IoT Systems Inc. may replace Consulting Services Personnel in its normal course of business, provided that IoT Systems Inc. will be responsible for the performance of Consulting Services by all Consulting Services Personnel.
3.5 IoT Systems Inc. will control the method and manner of performing all work necessary for completion of Consulting Services, including but not limited to the supervision and control of any Personnel performing Consulting Services. IoT Systems Inc. will maintain such number of qualified Consulting Services Personnel and appropriate facilities and other resources sufficient to perform IoT Systems Inc.’s obligations under the Agreement in accordance with its terms.
3.6 With Subscriber’s approval, IoT Systems Inc. may enter (“assume into”) Subscriber’s Account as needed to provide the Consulting Services.
3.7 In the event that Subscriber seeks to change the scope of Consulting Services to be provided under any SOW (including, but not limited to, any changes to the project schedule described in the SOW), Subscriber shall discuss such proposed changes with IoT Systems Inc. If IoT Systems Inc. elects to perform such changes to the Consulting Services, the Parties shall work together in good faith to execute a Change Order. IoT Systems Inc. shall be entitled to an adjustment in Fees pursuant to the changes reflected in the Change Order. IoT Systems Inc. shall not be obligated to perform any differing or additional Consulting Services unless the Parties have mutually agreed upon a written Change Order.
3.8 For SOWs that are deliverable/milestone based, upon delivery of all deliverables or completion of all milestones detailed in the SOW, IoT Systems Inc. shall provide Subscriber with written notice (“Completion Notice”). Thereafter, Subscriber shall have five (5) days after the date of the Completion Notice to provide IoT Systems Inc. with written notice describing any deliverables that have not been provided or milestones not met. The SOW shall be deemed complete and the deliverables accepted absent Subscriber’s timely written notice of any deliverables or milestones not having been met. For the avoidance of doubt, a Completion Notice shall not be necessary for SOWs that are Time and Materials based.
4. Fees; Payment Terms.
4.1 Subscriber will pay IoT Systems Inc. the fees to provide the Consulting Services as detailed or described in an Order Form or SOW (the “Fees”). Unless agreed upon otherwise in the applicable SOW or Order Form, IoT Systems Inc. shall invoice Subscriber for the Consulting Services provided on a monthly basis. All Fees are due and payable upon date of invoice, except for Fees that Subscriber disputes in good faith for reasons articulated in writing by Subscriber within thirty (30) days after receiving such invoice.
4.2 All Consulting Services will be provided on either a time and materials or fixed-fee basis, as indicated in the applicable SOW. Each SOW providing for time and materials based Fees will contain a detailed estimate of such time and materials necessary for performance of Consulting Services (“T&M Estimate”). IoT Systems Inc. will make a commercially reasonable effort to provide such Consulting Services within such T&M Estimate, up to the number of hours agreed to by the Parties. IoT Systems Inc. will make a reasonable effort to notify Subscriber as soon as practicable if it appears that T&M Estimate may be exceeded. Upon receiving such amended T&M Estimate, Subscriber will assess, and accept or reject the amended T&M Estimate. Unless Subscriber rejects such amended T&M Estimate within five (5) days of delivery, such amended T&M Estimate shall be deemed accepted by Subscriber and Subscriber shall be liable for all Fees associated with Consulting Services delivered in reliance on such amended T&M Estimate. Any amended T&M Estimate which is or is deemed accepted by Subscriber shall be deemed a Change Order.
4.3 The performance of Consulting Services may be subject to a retainer to be paid in advance by Subscriber upon execution and delivery of the SOW. Such retainer will be applied against Fees which become payable by Subscriber. IoT Systems Inc. may refuse to perform Consulting Services unless and until such retainer is paid to IoT Systems Inc.
4.4 In addition to any and all Fees, Subscriber will reimburse IoT Systems Inc. for any reasonable expenses for travel, lodging, communications, shipping charges and out-of-pocket expenses, including change fees to travel and accommodations resulting from Subscriber’s request. incurred by IoT Systems Inc. in connection with providing the Consulting Services (“Expenses”). IoT Systems Inc. will provide reasonable documentation for all Expenses as requested by Subscriber. Subscriber shall reimburse IoT Systems Inc. for Expenses within thirty (30) days of submission of the Expenses to Subscriber by IoT Systems Inc.
4.5 Any unpaid Fees or Expenses will become overdue thirty (30) days after payment is due and shall be subject to a late fee of one and a half percent (1.5%) per month for each month where payment is not received.
4.6 Cancellation/Changes: Any cancellations/changes less than five (5) days prior to agreed Consulting Services commencement date are subject to forfeiture of Fees paid and reserved date(s).
5. Relationship of the Parties. IoT Systems Inc. is an independent contractor and will maintain complete control of and responsibility for its Consulting Services Personnel, methods and operations in providing Consulting Services. IoT Systems Inc. at no time will hold itself out as an agent, subsidiary or affiliate of Subscriber for any purpose, including reporting to any government authority. The Agreement will not be construed so as to create a partnership, other joint venture or undertaking, or any agency relationship between the Parties, and neither Party shall become liable for any representation, act or omission of the other Party or have the authority to contractually bind the other Party. Any Fees, Expenses or other amounts paid by Subscriber to IoT Systems Inc. hereunder shall not be considered salary for pension or wage tax purposes and neither IoT Systems Inc. nor its Consulting Services Personnel will be entitled to any fringe benefits, including sick or vacation pay, or other supplemental benefits of Subscriber, unless otherwise required by law. Subscriber shall not be responsible for deducting or withholding from Fees or Expenses paid for Consulting Services any taxes, unemployment, social security or other such expense unless otherwise required by law.
6. Warranties, Limitation of Liability.
6.1 IoT Systems Inc. hereby represents and warrants that:
a. the Consulting Services provided pursuant to the Agreement will be performed in a timely and professional manner by IoT Systems Inc. and its Consulting Services Personnel, consistent with generally-accepted industry standards; provided that Subscriber’s sole and exclusive remedy for any breach of this warranty will be, at IoT Systems Inc.’s option, re-performance of the Consulting Services or termination of the applicable SOW and return of the portion of the Fees paid to IoT Systems Inc. by Subscriber for the nonconforming portion of the Consulting Services; and
b. it is under no contractual or other restrictions or obligations which are inconsistent with the execution of the Agreement, or, to its best knowledge, which will interfere with its performance of the Consulting Services.
6.2 NOTWITHSTANDING SECTION 10.2 OF THE AGREEMENT, IOT SYSTEMS INC.’S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH ANY CONSULTING SERVICES, SHALL IN NO EVENT EXCEED THE FEES PAID BY SUBSCRIBER UNDER THE APPLICABLE SOW. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION 6.2 IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF IOT SYSTEMS INC. WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. IOT SYSTEMS INC. HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE SUBSCRIBER WITH THE CONSULTING SERVICES PROVIDED UNDER THE AGREEMENT.
6.3 The Parties hereby agree that:
CUSTOM APPLICATIONS THAT RESIDE WITHIN THE IOT SYSTEMS INC. SERVICE FRAMEWORK, HELP CENTER CUSTOMIZATIONS, INTEGRATIONS, AND PROGRAMMING SCRIPTS THAT ARE IDENTIFIED AND BEING DELIVERED UNDER A SOW (COLLECTIVELY, “CUSTOMIZED DELIVERABLES”) ARE PROVIDED TO SUBSCRIBER “AS IS” AND IOT SYSTEMS INC. MAKES NO WARRANTIES, EXPRESS OR IMPLIED, OR ANY REPRESENTATIONS TO SUBSCRIBER OR ANY THIRD PARTY REGARDING THE USABILITY, CONDITION, OPERATION OR FITNESS OF THE CUSTOMIZED DELIVERABLES. IOT SYSTEMS INC. SHALL NOT BE RESPONSIBLE, AT LAW OR OTHERWISE, FOR ANY CUSTOMIZED DELIVERABLES DESPITE ANY OTHER WARRANTIES OR GUARANTEES, IN THE EVENT THAT SUBSCRIBER MODIFIES ANY CUSTOMIZED DELIVERABLES IN A MANNER NOT INSTRUCTED BY IOT SYSTEMS INC. IOT SYSTEMS INC. DOES NOT WARRANT THAT SUBSCRIBER’S OR ANY THIRD PARTY’S ACCESS TO OR USE OF THE CUSTOMIZED DELIVERABLES SHALL BE UNINTERRUPTED OR ERROR-FREE, OR THAT IT WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY. IOT SYSTEMS INC. EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING CUSTOMIZED DELIVERABLES, INCLUDING, WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY OR ACCURACY. FURTHER, IOT SYSTEMS INC. EXPRESSLY DISCLAIMS ANY RESPONSIBILITY TO SUPPORT OR MAINTAIN CUSTOMIZED DELIVERABLES AND WILL NOT DO SO UNLESS OTHERWISE AGREED BY THE PARTIES. THIS DISCLAIMER OF WARRANTY AND LIABILITY IS EXPRESSLY MADE IN ADDITION TO ANY DISCLAIMERS MADE BY IOT SYSTEMS INC. OR ITS AFFILIATES UNDER THE AGREEMENT WITH RESPECT TO THE SERVICES AS APPLICABLE TO SUBSCRIBER AND ANY THIRD PARTY’S USE OF THE SERVICES.
7. Rights to Deliverables; Ownership.
7.1 The Parties hereby agree that the specified Consulting Services to be completed pursuant to any SOW primarily involve the configuration of Subscriber’s subscription to a Service and integration of Subscriber data with and into one or more Services using Pre-existing Technology, Developed Technology, and/or Generic Components (each as defined below). Unless otherwise expressly specified in a SOW, no deliverable provided in connection with the Consulting Services provided pursuant to the Agreement shall constitute a “Work Made For Hire” under the Agreement. In the event that any such deliverable is held to be a Work Made For Hire, Subscriber hereby assigns to IoT Systems Inc. all right, title and interest therein or to the extent such assignment is not permitted or effective, hereby grants to IoT Systems Inc. a perpetual, irrevocable, exclusive, worldwide, fully-paid, sub-licensable (through multiple layers), assignable license to any such deliverable. Additionally, IoT Systems Inc. shall have a perpetual, irrevocable, non-exclusive, worldwide, fully-paid, sub-licensable (through multiple layers), assignable license to incorporate into the Pre-existing Technology, Developed Technology, and/or Generic Components or otherwise use any suggestions, enhancement requests, recommendations or other feedback IoT Systems Inc. receives from Subscriber.
7.2 Without limiting the foregoing, IoT Systems Inc. and its licensors reserve and retain ownership of all Preexisting Technology, Developed Technology and Generic Components (each as defined below), and IoT Systems Inc. hereby grants to Subscriber a non-exclusive, fully-paid, limited license to use Preexisting Technology, Developed Technology and Generic Components solely in connection with Subscriber’s use of the Service(s). “Preexisting Technology” means all of IoT Systems Inc.’s inventions (including those of IoT Systems Inc.’s Affiliates) (whether or not patentable), works of authorship, designs, know-how, ideas, concepts, information and tools in existence prior to the commencement of the Consulting Services. “Developed Technology” means ideas (whether or not patentable) know-how, technical data, techniques, concepts, information or tools, and all associated Intellectual Property Rights thereto developed by IoT Systems Inc. and its Affiliates or their Consulting Services Personnel in connection with providing Consulting Services pursuant to the Agreement that derive from, improve, enhance or modify IoT Systems Inc.’s Preexisting Technology. “Generic Components” means all inventions (whether or not patentable), works of authorship, designs, know-how, ideas, information and tools, including without limitation software and programming tools developed by IoT Systems Inc. and its Affiliates or their Consulting Services Personnel in connection with providing Consulting Services generally to support IoT Systems Inc.’s product and/or service offerings (including, without limitation the Services) and which can be so used without use of Subscriber’s Confidential Information.
IoT Systems has the granular AWS knowledge and skills required to quickly take full advantage of the latest evolving AWS cloud technologies.
A web-based interface for accessing and managing all your AWS IoT resources.
Kits that take the complexity out of coding custom IoT applications with APIs for AWS services.
Physical kits from AWS that are designed to help accelerate development on IoT devices using AWS IoT services.
Helps developers get started with AWS IoT and learn about the features of the platform without the need to write device-specific code.
Makes it easier to securely connect your devices to AWS using the AWS IoT Device Gateway and Device Shadows.
The IoT Systems SenseQ engine ingests equipment and sensor data, organizes it in an inventory service, and visualizes data analytics in simple to use dashboards. Our serverless event-driven architecture scales easily as you add more equipment or sensors. New devices are auto-provisioned with secure certificate-based data encryption from device to cloud. All solutions leverage Open Source and are Open Standards compliant.
AWS Advanced Technology Partner
IoT Systems is an Industrial IoT Company focused on integrating the power of Cloud Connected Industrial Systems with the latest automation technologies.
IoT Systems at re:Invent in the AWS Developers Lounge
Visit us at the Sands Expo at The Venetian for a demo or request a one-on-one meeting with a IoT Systems expert and discover how can help your team manage and deploy an Industrial IoT solution.
IoT Systems presentations at re:Invent 2017
Speaker: Soren Peter Nielsen – Chief Software Architect
Automating the provisioning of Greengrass devices
How we have automated the provisioning of Greengrass devices and our data semantics model
Architectural Review: Deploying Greengrass to support an Industrial Automation Solution
Check Our Solutions
SenseQ enables the hidden potential of your connected industrial equipment through a powerful Web dashboard you can access anytime, anywhere, on any device.
In-Circuit Testing “Smart Automation”
Using a customized user-friendly “SMART” robot, In-Circuit Testing is automated with supervisory control of test instruments, “SMART” test fixtures & “SMART” circuit board (PCB) feeder. Rapid product changeover is coupled with unlimited scalability to provide a complete solution. A robust operator interface with remote access is provided for an intuitive user experience which is further enhanced by cloud connected automation with SenseQ. High throughput with an outstanding ROI.
Kevin Stoddard ©
InControl Engineering is an innovative solutions company specializing in the design and integration of smart sensors for manufacturing in numerous industries.
In 2016, Kevin Stoddard, a managing partner, had a problem.
InControl’s customers required sensors on equipment distributed across multiple manufacturing sites globally.
To accomplish this, InControl needed a cost-effective solution fast.
They also needed this solution to be intuitive for the equipment owners, highly secure, and broadly capable of delivering custom analytics to clients around the world.
Figure 1: SenseQ - How It Works.
To address the customer’s needs, IoT Systems created a serverless infrastructure and dashboard to remotely monitor vacuum pumps on-site at a semiconductor customer and deliver that valuable data and alerts to the equipment owners.
Our SenseQ gateway and SenseQ cloud infrastructure were integrated with InControl’s Smart Sensors to securely and reliably transfer data from behind an enterprise firewall to the cloud via Amazon Web Services (see Figure 1).
Additionally, SenseQ provides quick, secure device provisioning, and scales easily for new equipment.
The solution also includes dynamic thresholds for sensor and alarm types, defined by the SenseQ Engine, to differentiate routine warnings from critical failures.
Finally, to meet changing customer needs, we built a configurable dashboard template with visualized equipment data.
Equipment owners and operators can use the dashboard from their smartphone, tablet, or PC and receive alarms via in-dashboard notifications, email, or SMS.
By delivering unprecedented access to actionable insights, IoT Systems has improved situational awareness of predictive maintenance requirements for InControl and their clients, and has lowered costs for all parties.
IoT Systems’ products securely and reliably transmit data between equipment, sensors, and the equipment owners’ smartphone to limit unplanned downtime.
With IoT Systems’ infrastructure to support them, our clients can be more efficient and innovative than ever before.
SenseQ Security Overview
IoT Systems builds custom Industrial IoT solutions, while providing the security measures and compliance certifications organizations require. With a multi-layered approach that combines a robust back-end infrastructure with a customizable set of policies, we provide businesses a powerful solution that can be tailored to their unique needs.
AWS Greengrass is an edge processing service created by Amazon Web Services (AWS) which enables IoT device management independent of a remote cloud. While typical AWS-based IoT device management happens in the AWS cloud, some firms have additional considerations that require some or all device management to be outside the cloud. AWS Greengrass allows local servers to run AWS Lambda, the AWS cloud’s “serverless” compute service, and thus manage IoT devices with at least 128 MB of memory and a 1+ GHz x86 or ARM CPU as if those servers were the AWS cloud.
For many firms, IoT device management must never be interrupted. IoT Systems’ solutions for those firms can include typical AWS-based management with AWS Greengrass-powered servers as backups, meaning that in the unlikely event of an AWS service outage, business can continue without skipping a beat.
When firms need to capture and use big data in real time, some processes need local management. IoT Systems’ AWS Greengrass-based solutions allows local network connections between IoT device owners and their devices. This ensures device owners will always have the fastest possible access to their valuable, actionable data.
Often, firms’ IoT devices transmit sensitive data that, due to professional, ethical, or legal factors, cannot be stored off-site. By using AWS Greengrass to enable local storage, IoT Systems’ solutions enable these firms to maintain and grow their operations in Industry 4.0 activities.
A broad overview of what SensorThings is, how it works, and why IoT Systems, Inc. uses it.
SensorThings is an application programming interface (API) developed in 2015 by the Open Geospatial Consortium (OGC) to manage sensors and actuators in the Internet of Things (IoT).
The OGC, founded in 1994, is a non-profit that formulates open standards and best practices for geospatial data, data sharing, geographic information system (GIS) data processing, and IoT devices.
In 2005, with new developments in sensor technology and wireless Internet connectivity making it possible to place more sensors in more remote locations than ever before, the OGC developed Sensor Web Enablement (SWE) standards to enable sensor and Web-based application interoperability. The SensorThings API is the OGC’s latest expansion of SWE standards in sensor and actuator management.
In order to manage sensors and actuators, the SensorThings API needs a server implementation for use with Web services (e.g. Amazon Web Services) and with on-premises server hardware.
The Fraunhofer Institute, an applied science research organization founded in 1949 in Germany, has built an open source server implementation of SensorThings to scale their work for the Industrial Internet of Things (IIoT), and has released that implementation for public use. The Fraunhofer IOSB SensorThingsServer is licensed under the GNU Lesser General Public License 3.0.
Supporting and implementing SensorThings allows IoT Systems, Inc.’s partners to monitor, control, and scale devices with unprecedented ease.
The SensorThings API is a two-part system (see Figure 1):
I. Sensing: This retrieves and manages time-series data (periodical) and state data (event-specific) from sensors, sending them to the cloud in lightweight MQTT payloads.
II. Tasking: This allows logic engines and dashboards to maintain remote control of devices.
Figure 1: How Sensors, Actuators, and Applications Interact in the SensorThings API.
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