These Terms of Service (this “Agreement”) create a binding agreement between Atmosphere IoT Corp., with an address of 6050 Annapolis Ln. N. Minneapolis, MN 55446 (“Atmosphere IoT” or “Company”) and you (“End User,” “Licensee,” “You” or “Your”). This Agreement governs your download, access and use of the Atmosphere IoT Platform which includes Atmosphere IoT’s client software agent (the “Atmosphere IoT Agent”), and Atmosphere IoT’s cloud-based services platform (the “Atmosphere IoT Cloud”) and any related software, services and documentation as may be made be available through our website, any optimized version of our website via a wireless device or through our mobile application (collectively the “Services”).
BY CLICKING THE “ACCEPT” BUTTON AND/OR DOWNLOADING OR USING ANY PORTION OF THE SERVICES, YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT (1) YOU HAVE CAREFULLY READ AND UNDERSTOOD THE TERMS OF THIS AGREEMENT, (2) YOU ARE 18 YEARS OF AGE OR OLDER OR OTHERWISE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (3) IF LICENSEE IS A CORPORATION, GOVERNMENTAL ORGANIZATION OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE AND BIND LICENSEE TO ITS TERMS.
IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, ATMOSPHERE IOT CORP. DOES NOT LICENSE THE SERVICES TO YOU AND YOU MUST NOT DOWNLOAD, INSTALL, NOR USE THE SERVICES. THIS AGREEMENT IS ENFORCEABLE AGAINST ANY PERSON OR ENTITY THAT DOWNLOADS, INSTALLS, COPIES, ACCESSES OR USES THE SERVICES. NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION OR OTHERWISE), AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING THE SERVICES THAT YOU DID NOT LAWFULLY ACQUIRE THE RIGHT TO ACCESS OR USE, OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF THE ATMOSPHERE IOT PLATFORM OR ANY OTHER PORTION OF THE SERVICES.
In order to use the Services, you must register and create an account. Certain users are or may be designated as administrative users (“Admin Users”). Admin Users can create additional authorized user accounts and assign certain permissions to such additional accounts. Depending on the level of permissions assigned to your user account, you may not have access to or be able to view or use all of the functions or features of the Services.
You may need to provide certain registration details or other information on behalf of yourself or other users to create an account and to otherwise access and use the Services. It is a condition of your access and use of the Services that all the information you provide is correct, current, and complete.
The Services are available under basic or premium monthly or annual subscription plans as offered on the pricing plan options page. Your agreement for purchasing a paid subscription plan becomes binding upon clicking “Pay” for a paid plan. Each paid subscription term will automatically renew for the agreed upon term (e.g. 1 month or 12 months), unless you cancel the subscription before the current term expires. The full amount for each renewal term will be charged on the first day of the renewal.
If You terminate a free account or a premium subscription plan, your account will become unusable and your access to the Services will be terminated. Users are not entitled to any refund of subscription fees. We are under no further obligations to you upon your termination of the subscription. Atmosphere IoT reserves the right to cancel free trial accounts or paid subscriptions at any time for any reason.
In order to purchase a subscription, you will be required to provide credit or payment card information, your billing address and related information. You represent and warrant that you have the right to use any credit or payment card or other payment mechanism that you submit in connection with the purchase of a subscription and that you have all authority necessary to purchase a subscription using the credit card or payment mechanism that you submit. By submitting such information, you grant us the right to provide such information to third parties for the purposes of facilitating your purchase. You acknowledge and agree that we are not responsible for how any third party credit card or other payment method processor transmits, stores, uses or shares your information.
Subject to the terms of this Agreement and Your strict compliance thereof, Company grants You a limited, non-exclusive, non-sublicensable, nontransferable, revocable license during the Term to: (a) access and use the Services as made available by Company, download, install, and use a single copy of the Atmosphere IoT Agent on a single computing device owned or otherwise controlled by You (e.g. a desktop, laptop, or tablet device) (“Computing Device”) to create applications and embedded firmware (“Your Applications”) solely for use in conjunction with, or interface with, any proprietary products with which the Services are designed to be used, or their successors (which may be updated from time to time), in accordance with any documentation (including user manuals, technical manuals and any other materials provided by Licensor, that describe the installation, operation, use or technical specifications of the (“Documentation”), any applicable third party licenses, and this Agreement, and for so long as this Agreement is in effect; and (b) access, stream, download and/or use on such Computing Device the Documentation as well as any content made available or otherwise accessible through the Company’s websites or mobile application.
End Users shall not: (a) use (including make any copies of) the Services or Documentation beyond the scope of the license granted under the “Access Rights” section above; (b) provide any other person, including any subcontractor, independent contractor, affiliate or service provider of You, with access to or use of the Services or Documentation; (c) modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Services; (d) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Services or any part thereof; (e) remove, delete, alter or obscure any titles, trademarks, service marks, trade names, legends, watermarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Services, including any copy thereof; (f) provide use of the Services to a third party, including but not limited to providing an evaluation license to the Services to any other person or entity, or otherwise permitting any other person or entity to evaluate the Services; (g) remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Services; (h) use the Services or Documentation, the development of a competing software product or service or any other purpose that is to the Licensor’s commercial disadvantage.
End Users shall not engage in activities when using the Services that: (i) violate the law, regulation, rule, court verdicts, resolutions or orders, or administrative measures that are legally binding; (ii) infringe any intellectual property rights of the Company and/or a third party; (iii) post or transmit any objectionable content including, but not limited to, violent or sexual expressions, expressions that lead to discrimination by race, national origin, creed, sex, social status, family origin, etc.; (iv) lead to the misrepresentation of the Company and/or a third party, or intentionally spread false information; (v) interfere with the servers and/or network systems related to the Services, (vi) abuse the Services and/or servers and/or network systems related to the Services by means of BOTs, cheat tools, or other technical measures; (vi) use the Services for sales, marketing, advertisement, soliciting or other commercial purposes (except for those approved by the Company); or (viii) other activities that may be deemed by the Company to be inappropriate.
Any violation of the above limitations or restricted activities shall be deemed a material breach of this Agreement for which Company, in its sole discretion, may terminate this Agreement and your access to the Services.
You hereby acknowledge and agree that the Services, Documentation including any copies thereof) and all intellectual property rights therein are the exclusive proprietary technology and materials of Company (and/or Company’s third party licensors, as may be appropriate) and are protected by copyright laws and international treaties as well as other intellectual property laws, and are provided to You solely under the limited license as described in this Agreement. All rights not granted are expressly reserved by Company and its third party licensors. In the event that you develop any unauthorized copies, modifications, translations, adaptations, derivative works of, or improvements to, the Services or components, such items shall be exclusively owned by Company, and You hereby (i) assign and shall assign any and all rights, title, and interests in the foregoing to Company, (ii) will promptly sign any other documents necessary to perfect Company’s rights in and to the foregoing, and (iii) expressly waive any rights You may obtain inconsistent with the foregoing through application of law or otherwise. You hereby covenant that you will not assert any claim that the Services, components thereof, modifications or derivative works thereof created by or for Company infringe any intellectual property right owned or controlled by You.
You shall not, directly or indirectly, export, re-export or release the Services to, or make the Services accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Services or your Applications available outside of the United States.
If you access the Content and Services from outside of the United States, you are responsible for compliance with local laws. You acknowledge that you may not be able to access all or some of the Services or content from outside of the United States and that access thereto may not be legal by certain persons or in certain countries.
You agree that, unless specified within Your premium paid subscription plan, Company has no obligation to provide Services support or updates, upgrades, bug fixes, patches, enhancements and other error corrections, new features, or technical support for the Services (collectively, including related documentation, “Support/Updates”), or to continue to provide or enable any particular features or functionality. Company may from time to time, however, in its sole discretion develop and provide Support/Updates without any notice to You. Support/Updates may also modify or delete in their entirety certain features and functionality. Based on Your Computing Device settings, when Your Computing Device is connected to the Internet either: the Atmosphere IoT Agent may automatically download and install all available Support/Updates; or You may receive notice of or be prompted to download and install available Support/Updates to the Atmosphere IoT Agent. You shall promptly download and install all Support/Updates, and acknowledge and hereby agree that the Services or portions thereof may not properly operate should You fail to do so. With respect to the Atmosphere IoT Cloud, Support/Updates may be made automatically without any need for your Computing Device to be connected to the Internet.
The Services may display, include or make available third-party content (including data, information, applications and other products, services and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third Party Materials”). You acknowledge and agree that Company is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Company does not assume and will not have any liability or responsibility to You or any other person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to You and You access and use them entirely at Your own risk and subject to such third parties’ terms and conditions.
The term of Services commences when You download/install, access and/or use the Services and will continue in effect until the expiration of the term unless earlier terminated by You or Company as set forth in these terms. You may terminate this Agreement by ceasing to access and use the Services and Documentation, and deleting all copies of the Atmosphere IoT Agent and Documentation. Company may terminate this Agreement at any time and for any reason in its sole discretion including without limitation for any violation of any of the terms of this Agreement. Upon termination: (i) all rights granted to You under this Agreement will also terminate; and (ii) You must cease all use of the Services and Documentation and delete all copies of the Atmosphere IoT Agent and Documentation. Termination will not limit any of Company’s rights or remedies at law or in equity.
THE SERVICES AND ACCESS TO YOUR APPLICATION(S) ARE PROVIDED TO LICENSEE “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES AND YOUR APPLICATION(S), INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICES OR YOUR APPLICATION(S) WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE ATMOSPHERE IOT PLATFORM, YOUR APPLICATION(S) OR THE CONTENT AND SERVICES FOR: (a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES; (b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO ATMOSPHERE IOT FOR THE SERVICES IN THE PAST 12 MONTHS. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OR LIMITATIONS IMPLIED WARRANTIES OR CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
You agree to defend (at Company request), indemnify, and hold Company harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected with any of the following (including as a result of Your direct activities or those conducted on Your behalf): (i) Your download, access to, or use of the Services; (ii) Your breach or alleged breach of this Agreement; (iii) Your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iv) Your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; (v) any misrepresentation made by You; or (vi) your creation, use, distribution, sale, offer for sale, of Your Application(s). You will cooperate as fully required by Company in the defense of any claim. Company reserves the right to assume the exclusive defense and control of any matter subject to indemnification by You, and You will not in any event settle any claim without the prior written consent of Company. You agree that Company assumes no responsibility for the content You submit or make available through or per the use of the Services.
This Agreement, along with the terms on any order form page, constitute the entire agreement between the parties with respect to the Services. If any provision in this Agreement is found to be illegal, unenforceable or invalid, the remaining provisions shall survive in full effect. You may not assign this Agreement or any interest in this Agreement without the prior written approval of Company. This Agreement shall not be construed to create any employment, partnership, joint venture, and franchise or agency relationship between You and Company or to authorize either party to enter into any commitment or agreement binding on the other party. No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of those rights. This Agreement may only be modified, or any rights under it waived, by a written document executed by the party against which it is asserted. This Agreement will be governed by Minnesota law, without regard to its choice of law principles, and You and Company hereby agree to submit to the exclusive jurisdiction of the state and federal courts located in Minnesota. Company will not be responsible or liable to Licensee, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to circumstances or causes beyond Company’s reasonable control. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been given on the date sent by e-mail if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient. Such communications must be sent to Company at email@example.com and will be sent to You at the email address provided at the time of registration to download, acquire access to and/or use of the Services (or to such other address as may be designated by a party from time to time in writing).
If you have questions or comments about the Services or this Agreement, please contact us by e-mail or mail at the address below:
Atmosphere IoT Corp., 6050 Annapolis Lane North, Minneapolis, MN USA 55446