Updated Dec 21, 2020 – subject to change
- Your purchase of IoT Inform and mcThings products (“Products”)
- Your access to and use of our websites (“Websites”)
- Your use of phone and tablet applications (“Apps”)
- Your use of the programming interface, your use of the mcThings script as loaded in the mcThings devices, your use of the device operating system in the mcThings devices (“Software”)
- Your use of the data storage service and processing services (“Services”)
- Your use of your use of content provided by or on behalf of mcThings in connection with the Products, Websites, Apps, Software and Services, including, without limitation, the IoT Inform and mcThings logo, text, graphics, pictures, information, data, code, documentation, labeling, packaging, collectively, mcThings content.
1 Our Hardware
The mcThings line of hardware products you have purchased (“Product”) is subject to the following limited warranty (“Limited Warranty”). This Limited Warranty contains important information about your rights and obligations, as well as limitations and exclusions that may apply to you, in connection with your use of the Product.
1.1 Limited Warranty
mcThings warrants that the Product will be free from defects in materials and workmanship for a period of one (1) year from the date of delivery to the customer (the ”Warranty Period”). Subject to the “Claims Process,” described below, if a defect in the Product arises within the Warranty Period, mcThings will, subject to applicable laws, have the option, in its sole discretion to: (a) repair or replace the covered unit with a new or refurbished Product or Product component; or (b) refund the original unit purchase price upon the return of the defective Product.
1.2 Not covered
To initiate a Warranty Claim, you must supply details regarding the date and method of Product purchase and the issue encountered with the Product. Please email our team at email@example.com.
If we determine that you have submitted a valid claim as the original purchaser of the Product prior to the end of the Warranty Period, we will send you a Return Material Authorization (“RMA”). An RMA is required in order to return any Product to mcThings. You must return the defective Product together with proof of Product purchase from mcThings or an authorized IoT Inform reseller, including date of delivery, to the address specified by us in the RMA. You shall bear all costs of returning the Product to mcThings, including any insurance you elect to purchase. mcThings is not responsible for any Product lost or destroyed in shipping during the Claims Process.
You acknowledge and agree that by mailing the Product to us, mcThings may not return the original Product to you. Upon receipt of the returned Product, mcThings will determine whether you have met the requirements of the Claims Process. If the Limited Warranty claim is accepted, we will, in our sole discretion: (a) refund amounts paid by you for the Product; or (b) repair or replace the Product and return it to you at our expense. Any such repaired or replaced Product shall be covered by the Limited Warranty for the remainder of the original Warranty Period… If we determine that you have not met the requirements of the Claims Process, we will, in our sole discretion, return the Product to you (subject to your prepayment of shipping costs) or dispose of the Product.
1.3 Our Service
mcThings offers the IoT Inform online service that integrates with individual items of hardware that have been provisioned to access the IoT Inform platform and be imported into IoT Inform systems (each, a “Device”) to perform various tasks and functions (the “Hosted Service”). “Gateways” connect Devices to the hosted services and are not categorized as Devices.
You may use the service for non-profit purposes only! Non-profit purposes means that you may not use the mcThings hardware and software:
- directly or indirectly in or for a profit organization or business purposes or other undertaking intended for profit.
- direct or indirect within any other commercial environment (e.g. office)
- to use it to either earn money or reasonably anticipate the receipt of monetary gain from it
Any other use of IoT Inform is prohibited.
1.4 Registration and Account
In order to use the Hosted Service, you must register for a IoT Inform account (an “Account”).
You represent and warrant that: (i) all required registration information you submit is truthful and accurate; and (ii) you will maintain the accuracy of such information and update such information to keep it accurate, current and complete, including but not limited to, changes to your billing address or e-mail address.
mcThings may suspend or terminate your Account if you breach any of the terms of this Agreement. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify mcThings of any unauthorized use, or suspected unauthorized use, of your Account, or any other breach of security. mcThings will not be liable for any loss or damage arising from your failure to comply with the above requirements.
2 LICENSED USES AND RESTRICTIONS
2.1 Access Grant
Subject to your compliance with the terms and conditions of this Agreement, we grant you a limited, non-exclusive, non-assignable, non-transferable license to internally use and access the Hosted Service solely as necessary to develop, maintain and support your Devices in accordance with the documentation or specifications included in the Hosted Service.
You agree that you will not, and will not assist, permit, authorize, or enable others to do any of the following restrictions (each, a “Restriction”) without our express written consent: (i) reverse engineer or decompile the Hosted Service or Software or any component thereof, or attempt to create a substitute or similar service through use of or access to the Hosted Service or Software, unless this is expressly permitted or required by applicable law; (ii) copy, rent, lease, sell, transfer, assign, sublicense, or alter any part of the Hosted Service, Software or accompanying documentation (collectively, the “mcThings Properties”); (iii) use mcThings name to endorse or promote any product, including a product derived from the mcThings Properties; (iv) use the mcThings Properties for any illegal, unauthorized, or otherwise improper purposes, or in any manner which would violate this Agreement; (v) remove any legal, copyright, trademark, or other proprietary rights notices contained in or on the mcThings Properties; (vi) use the mcThings Properties in a manner that, as determined by mcThings, in our sole discretion, exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of the mcThings Properties documentation; or (vii) imply inaccurate creation, affiliation, sponsorship, or endorsement of you, or your Devices.
3.1 Device Policy
You are solely responsible and liable for your Devices, and for supporting the Devices. You represent and warrant that your Device will not: (i) violate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) violate any laws or regulations (including any privacy laws) or any obligations or restrictions imposed by any third party; (iii) be harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, or patently offensive, or promote racism, bigotry, hatred, or physical harm of any kind against any group or individual, or be otherwise objectionable; (iv) be harmful to minors in any way; (v) contain any computer viruses, worms, or any software intended to damage or alter a computer system or data; (vi) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, text messages, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; or (vii) offer or promote services that may be damaging to, disparaging of, or otherwise detrimental to mcThings or its licensors, licensees, affiliates and partners.
3.2 Refusal of Devices
mcThings will have the right, in its sole discretion, to refuse to permit your use of the mcThings Properties with a particular Device. Unless mcThings states otherwise, such rejection will not terminate this Agreement with respect to any other Device. mcThings will have no liability to you for such refusal.
You agree to provide us with access to your Device and other materials related to your use of the Hosted Service as reasonably requested by us to verify your compliance with this Agreement.
3.4 Unauthorized Applications
You understand that the mcThings Properties are not designed, intended, authorized or warranted to be suitable for use in the following “Unauthorized Applications”: life support applications, the operation of nuclear facilities; aircraft navigation systems; aircraft communication systems; air traffic control; direct life support machines; weapons systems; military or space equipment requiring radiation hardened components; and Enhanced 911 or E911 emergency calling system. You warrant that you will not use the mcThings Properties for Unauthorized Applications.
As between you and mcThings, mcThings owns all right, title and interest in and to the mcThings Properties. Except for the license granted in Section 2.1 (License Grant), this Agreement grants you no right, title, or interest in any intellectual property owned or licensed by us, including the Hosted Service, Software and Brand Features (as defined below). You agree to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices and restrictions contained in this Agreement. We claim no ownership or control over your Device or the content sent, posted or displayed through your Device, except for any mcThings Properties therein.
4.2 Brand Features
We grant you a limited, non-exclusive license to display our name, logos and domain names (collectively, “Brand Features”) to promote and advertise your use of the mcThings Properties in accordance with this section. When you promote your Device, you must not imply that your Device is created or endorsed in any manner by mcThings, although you may state facts (e.g., the Device is used with the Hosted Service). You agree, however, not to remove, obscure, distort, or alter any of our Brand Features or display our Brand Features in any way that is misleading, defamatory, infringing, libelous, disparaging, obscene, or otherwise objectionable to mcThings. All use by you of the Brand Features (including any goodwill associated therewith) will inure to the benefit of mcThings. At no time during or after the term of this Agreement will you challenge or assist others to challenge the Brand Features (except to the extent such restriction is prohibited by law) or the registration thereof by mcThings, nor will you attempt to register any trademarks that are confusingly similar in any way to any Brand Features. You must submit to us a copy or image of any media release or advertising that includes any the Brand Features by contacting us via www.mcthings.com/contact.
We may provide you with support, upgrades, or modifications for the mcThings Properties. In the event we provide any support, it will be considered part of the mcThings Properties for purposes of Section 9 (Disclaimer and Liability) and Section 10 (Indemnification) below, and we may terminate the provision of such support or modifications to you at any time without notice or liability to you. You understand and agree that you are solely responsible for providing user support and any other technical assistance for your Device. We may redirect users and potential users of your Device to your email address on file for purposes of answering general Device inquiries and support questions.
5.2 Independent Development
You acknowledge and agree that mcThings may be independently creating applications, content and other products and services that may be similar to or competitive with your Device and its content, and nothing in this Agreement will be construed as restricting or preventing mcThings from creating and fully exploiting such applications, content and other items, without any obligation to you. If you elect to provide us with any comments, suggestions, or feedback related to our mcThings Properties, you assign all right, title and interest in and to such comments, suggestions and feedback to us, and acknowledge that we will be entitled to use, implement and exploit any such feedback in any manner without restriction, and without any obligation of confidentiality, attribution, accounting, or compensation or other duty to account.
6 FEES AND PAYMENT TERMS
A pricing plan for IoT Inform is due to be introduced early in 2021 and will pertain to transmitted data. Please consult the fee schedule for further details on plans and payment when using IoT Inform.
7 TERM AND TERMINATION
7.1 Suspension and Termination
We may change, suspend, or discontinue the availability or any functionality of the mcThings Properties, or any aspect of your access to the mcThings Properties, at any time without notice to you and without incurring any liability to you. We may also impose limits on certain features and services or restrict your access to part or all of the mcThings Properties without notice to you and without incurring any liability to you. Furthermore, mcThings may limit, suspend, or terminate your use of the mcThings Properties (and your rights under this Agreement) at any time. In addition, this Agreement will terminate automatically and without notice immediately upon any breach of the terms of this Agreement by you.
7.2 Your Termination
You may terminate this Agreement for any reason or no reason at all, at your convenience, by removing all the Device from the Domain deleting your account.
7.3 Effect on Termination
Upon termination of this Agreement: (i) all rights and licenses granted will terminate immediately; (ii) any and all payment obligations, if any, will be due; and (iii) each party will promptly return to the other party all Confidential Information of such party in its possession, custody, or control. Neither party will be liable to the other party for damages of any sort resulting solely from the termination of this Agreement. Notwithstanding clause 7.3(i), mcThings sole obligation as it relates to copies of, or references or links to, your Device will be to, upon written request from you, make commercially reasonable efforts, as determined in its sole discretion, to remove all such references and links.
7.4 Deletion of Data
mcThings will use reasonable efforts to delete of your password, name, credit card information and all related information associated with or inside your Account (or any part thereof), excluding data related to past Transactions upon termination of this Agreement, or upon request.
Sections 4.1 (Ownership), 4.2 (Brand Features), 5.2 (Independent Development), 6 (Fees and Payment Terms), 7.5 (Survival), and 8 (Confidentiality) through 11 (General) will survive any termination of this Agreement.
“ Confidential Information ” means all written and oral information, disclosed by either Party to the other, related to the operations of either Party or a third party that has been identified as confidential or that by the nature of the information or the circumstances surrounding disclosure ought reasonably to be treated as confidential. The Parties acknowledge that during the performance of this Agreement, each Party will have access to certain of the other Party’s Confidential Information. All Confidential Information is proprietary to the disclosing Party or such third party, as applicable, and will remain the sole property of the disclosing Party or such third party. Each Party agrees as follows: (i) to use the Confidential Information only for the purposes described herein; (ii) that such Party will not reproduce the Confidential Information and will hold in confidence and protect the Confidential Information from dissemination to, and use by, any third party; (iii) that, except as required in performance of a Party’s obligations under this Agreement, neither Party will create any derivative work from Confidential Information disclosed to such Party by the other Party; (iv) to restrict access to the Confidential Information to such of its personnel, agents and consultants, if any, who have a need to have access and who have been advised of and have agreed in writing or are otherwise bound to treat such information in accordance with the terms of this Agreement; and (v) to return or destroy all Confidential Information of the other Party in its possession upon termination or expiration of this Agreement. In the event of any unauthorized disclosure or loss of Confidential Information, the receiving Party will notify the disclosing Party as soon as possible.
The foregoing provisions will not apply to Confidential Information that: (i) is or becomes generally publicly available or enters the public domain through no fault of the receiving Party; (ii) is rightfully communicated to the receiving Party by persons not bound by confidentiality obligations with respect thereto; (iii) is already in the receiving Party’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (iv) is independently developed by the receiving Party without use or reference to the Confidential Information of the disclosing Party; or (v) is approved for release or disclosure by the disclosing Party without restriction. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (1) to comply with the order of a court or other governmental body or applicable law, provided the Party making the disclosure pursuant to the order will first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (2) to establish a Party’s rights under this Agreement.
9 DISCLAIMER AND LIABILITY
THE MCTHINGS PROPERTIES ARE PROVIDED “AS IS,” “WHERE IS,” “WITH ALL FAULTS” AND WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND. MCTHINGS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND/ NON-INFRINGEMENT. SOME ASPECTS OF THE MCTHINGS PROPERTIES ARE EXPERIMENTAL AND HAVE NOT BEEN TESTED IN ANY MANNER. WE DO NOT REPRESENT, WARRANT, OR MAKE ANY CONDITION THAT THE MCTHINGS PROPERTIES ARE FREE OF INACCURACIES, ERRORS, BUGS, OR INTERRUPTIONS, OR ARE RELIABLE, ACCURATE, COMPLETE, OR OTHERWISE VALID. WE ARE NOT RESPONSIBLE FOR ANY CONTENT OR OTHER MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE MCTHINGS PROPERTIES, ALL OF WHICH IS OBTAINED AT YOUR OWN DISCRETION AND RISK. YOUR USE OF THE MCTHINGS PROPERTIES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM USE OF THE MCTHINGS PROPERTIES INCLUDING, BUT NOT LIMITED TO, FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM OUR SERVICES WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THE USER AGREEMENT.
9.2 Limitation of Liability
MCTHINGS WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, SPECIAL, OR RELIANCE DAMAGES RELATED TO THIS AGREEMENT OR THE mcThings Properties. CONSEQUENTIAL DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOST PROFITS, LOST REVENUES AND LOST BUSINESS OPPORTUNITIES, WHETHER YOU WERE OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF THESE DAMAGES. IN NO EVENT WILL OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT OR RELATED TO THE MCTHINGS PROPERTIES EXCEED THE AMOUNTS PAID BY YOU TO MCTHINGS DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDEING THE ACT(S) GIVING RISE TO LIABILITY HEREUNDER. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. THE PARTIES HAVE NEGOTIATED THIS AGREEMENT WITH DUE REGARD FOR THE BUSINESS RISK ASSOCIATED WITH THE ARRANGEMENTS DESCRIBED IN THIS AGREEMENT.
10.1 By You
You will defend, indemnify and hold harmless mcThings and its affiliates, and their respective directors, officers, agents, licensors, and other partners and employees from and against any third-party claim arising from or in any way related to your Device, your use of the mcThings Properties, or your breach of any obligation herein, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature.
10.2 By mcThings
mcThings will, at its expense, defend or, at its option, settle any claim, action or allegation brought against any user with a Premium Account alleging that the mcThings Properties infringe any valid copyright, United States patent or misappropriate a trade secret of a third party and will pay any final judgments entered into. You will give prompt written notice to us of such a claim and you will give us the exclusive right to defend any such claim, action, or allegation and or to make settlements thereof at our discretion. You will give such assistance and information as we may reasonably require to settle or to oppose such claims. This Section 10.2 provides your exclusive remedy for any infringement claims or remedies.
In the event any infringement claim, action or allegation is brought or threatened, we may, at our sole option and expense: (i) procure for you the right to continue use of the mcThings Properties or infringing part thereof; (ii) modify or amend the mcThings Properties or infringing part thereof, or replace the mcThings Properties or infringing part thereof with similar functionality; or (iii) if neither of the preceding is commercially practicable terminate the Agreement and the licenses granted herein.
This indemnification obligation will not apply if the infringement arises as a result of (i) any use of the mcThings Properties in a manner other than as specified in this Agreement, (ii) any use of the mcThings Properties in combination with other products, equipment, devices, systems, or data not supplied by us to the extent such claim is directed against such combination, or (iii) any alteration, modification, or customization of the mcThings Properties made by any party other than mcThings or our authorized representative if such infringement would not have occurred without such alteration, modification or customization.
11.1 Entire Agreement; Amendment
This Agreement constitutes the entire agreement between you and mcThings and governs your use of the mcThings Properties. If, through accessing or using the mcThings Properties, you utilize or obtain any product or service from a third party, you may additionally be subject to such third party’s terms and conditions applicable thereto, and this Agreement will not affect your legal relationship with such third party.
11.2 Relationship of Parties
The Parties hereto are independent operators. Nothing in this Agreement will be deemed to create an agency, employment, partnership, fiduciary, or joint venture relationship between the Parties. Neither Party is the representative of the other Party for any purpose and neither Party has the power or authority as agent, employee, or in any other capacity to represent, act for, bind, or otherwise create or assume any obligation on behalf of the other Party for any purpose whatsoever.
11.3 Governing Law
This Agreement will be governed in accordance with the laws of the province of Alberta, Canada without reference to its conflicts of law principles. The Parties agree that the exclusive jurisdiction of any actions arising out of this Agreement will be in the state or federal courts, as applicable, located in Calgary Alberta, Canada.
If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such term or provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Neither Party may assign this Agreement or any of its rights or obligations hereunder, to a third party without the other Party’s written consent. Any assignment in violation of the foregoing is null and void. This Agreement inures to the benefit of and is binding upon the Parties hereto and their successors and assigns.
Failure to enforce or a waiver by either Party of one default or breach of the other Party will not be considered to be a waiver of any subsequent default or breach.
All notices required or permitted hereunder will be in writing, delivered personally, by email, or by nationally recognized overnight courier (e.g., FedEx) at the Parties’ respective addresses set forth on the Cover Page. All notices will be deemed effective upon personal delivery, or when received if sent by email or overnight courier. You agree that mcThings may send any privacy or other notices, disclosures, reports, documents, communications and other records regarding the Service (collectively, “Notices”) in electronic form to: (1) the email address that you provided during registration, or (2) by posting the Notice on the Service. The delivery of any Notice is effective when posted to the Service or sent by mcThings (whichever first occurs), regardless of whether you read the Notice when you receive it or whether you actually receive the delivery. You can withdraw your consent to receive Notices electronically by canceling your Account. You must give notice to us in writing via email to hello@mcThings.io or another address otherwise expressly provided.
11.8 Force Majeure
Neither party will be liable to the other for failure to fulfill obligations hereunder if such failure is due to causes beyond its control, including acts of God, earthquake, fire, flood, embargo, catastrophe, sabotage, utility or transmission failures, governmental prohibitions or regulations, national emergencies, insurrections, riots or war.
11.9 Government End Users
The mcThings Properties are “commercial computer software” and any associated documentation is “commercial computer software documentation,” pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction, release, performance, display, or disclosure of the mcThings Properties or such documentation by the United States Government will be governed solely by the terms of this Agreement.
All rights and remedies of the parties, under this Agreement, in law or at equity, are cumulative and may be exercised concurrently or separately. The exercise of one remedy will not be an election of that remedy to the exclusion of other remedies. A party’s breach or threatened breach of any of its covenants or agreements in this Agreement may cause irreparable injury that is inadequately compensable in monetary damages.