Senet LoRaWAN^® Development Portal Terms of Service

(Last updated December 09, 2019)

The Senet LoRaWAN^® Development Portal is being made available by Senet, Inc. (“Senet,” “we,” “us,” or “our”) to You on the condition that You agree to these terms and conditions (the “Terms of Service” or “Agreement”). “Licensee,” “You,” or “Your” refers to the person accessing or using the Services, or, if the Services are being used on behalf of an organization, such as an employer, “Licensee,” “You,” or “Your” means such organization. In the latter case, the person accessing or using the Services represents and warrants that he or she has the authority to do so and bind such organization to these Terms of Service. Violation of any of the terms below will result in the termination of this Agreement and the Services. BY CLICKING THE “I ACCEPT” BUTTON OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND ACCEPT THESE TERMS AND ARE AUTHORIZED TO ACT ON BEHALF OF, AND BIND TO THIS AGREEMENT, THE OWNER OF THIS ACCOUNT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT ACCESS OR USE THE SERVICES.

1. Certain Definitions.

“Application” means those software applications which: (i) are developed, stored, accessed, and/or supported by You using the Services; (ii) add substantial functionality beyond the functionality provided by the components provided by Senet; (iii) are not commercial alternatives for, or competitive in the marketplace with, any components of the Software, or any other Senet products or services; and (iv) are designed to only function on the Senet LoRaWAN^™ network.

“Cloud Services” means the third party vendors and hosting partners Senet uses to provide the infrastructure, hardware, software, networking and technology to run the Services.

“Content” means all data and content, such as data files, written text, keys, computer software, music, audio files or other sounds, photographs, videos or other images that is processed using the Services, including those used in the development of Your Application.

“Developer Account” means an account specific to one of Your Licensed Developers through which the Licensed Developer accesses the Services for Your benefit or on Your behalf.

“Documentation” means any accompanying documentation made available to You (electronically or otherwise) by Senet for use with the Services.

“Licensed Developer” means (1) You, if you are an individual, or (2) if You are an organization, an individual employee or third-party consultant authorized to develop and use the Services for You in accordance with this Agreement. Each Licensed Developer must register his or her own Developer Account and may not use the Services except under the terms of this Agreement.

“Services” means the Senet LoRaWAN^™ Developer Portal, including the Cloud Services and Software, as well as the various Senet software products accessible through the Services.

“Software” means any Senet proprietary software products, SDKs, code, files, or other software made available to You through the Services, together with any fixes, updates, and upgrades provided to You.

2. Developer License Grant. Subject to the terms and conditions set forth in this Agreement, Senet hereby grants to You, and You hereby accept, a limited, personal, non-transferable, non-sublicensable and non-exclusive license to access and use the Services in the development of Your Application as set forth in the Documentation. Any and all rights in the Services not expressly granted to You hereunder are reserved in all respects. Except as expressly granted in this Agreement, You are not licensed to use, copy, modify, or distribute copies of all or any portion of the Services.

3. License Limitations. Except as specifically permitted in the terms of this Agreement You may not (and You may not allow any of Your Licensed Developers to):

3.1 register more than (2) LoRaWAN gateways;

3.2 register more than ten (10) devices on the LoRaWAN^™ network;

3.3 transmit and receive more than 2,600 messages in any 24 hour period for Your combined devices (including acknowledgements); Uplinks are counted as one message, downlinks are counted as 4 messages.

3.4 copy, modify, adapt, translate, or otherwise create derivative works of the Services (including the Software) or any software, services, or other technology of the third-party vendor(s) or hosting partner(s) who Senet engages to provide the infrastructure, hardware, software, networking, storage, and related technology required to operate and provide the Services;

3.5 reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Services;

3.6 rent, lease, sell, resell, assign, sublicense, or otherwise transfer rights in or to the Services, or make the Services available on a “service bureau” basis or otherwise allow any third party to use or access any of the foregoing (except independent contractors acting on Your behalf);

3.7 remove or modify any proprietary notices, legends, or labels on the Services;

3.8 use, post, transmit, or introduce into the Services any device, software, virus, worm, back door, trojan horse, similar harmful code, or routine which interferes or attempts to interfere with the operation of the Services or Senet’s LoRaWAN^™ network; or

3.9 access or use the Services in a manner that: (a) violates any applicable laws; (b) violates the rights of any third party; (c) purports to subject Senet to any other obligations; or (d) for any purpose not specifically permitted in this Agreement.

4. Content.

The Services do not include storage capabilities. You agree that You are solely responsible for (and that Senet has no responsibility to You or to any third party for) any Content that You or Your Licensed Developer(s) create or display while using the Services and for the consequences of Your and Your Licensed Developer(s) actions (including any loss or damage which Senet may suffer) by doing so. You are solely responsible for the backup of Your Content and acknowledge that You and Your Licensed Developer(s) upload Content at Your own risk.

5. Privacy / Collection and Use of Data.

If You or Your Licensed Developer(s) collect, store, or process personal information when using these Services, You agree to comply with all privacy and data protection laws, taking into account the nature of the information to be processed, as well as the features and limitations of the Services as described in this Agreement or as otherwise provided to You or Your Licensed Developer(s). The Services, in the normal course of operations, provides Senet with aggregated, statistical data (such as product or feature usage and functionality metrics), which is anonymized and aggregated with other such anonymized data (“Aggregated Anonymous Data”). To the extent that any Aggregated Anonymous Data is collected by Senet, You agree that Senet may use, store, analyze, and disclose such Aggregated Anonymous Data for any lawful business purpose without a duty of accounting to You.

This License prohibits the collection and publishing of any data or analysis which benchmarks, evaluates, or otherwise measures features or functionality of the Senet developer portal or the Senet Network Management Services without written permission from Senet. To remove all doubt, publishing is defined as the dissemination and use of the data or the analysis for purposes beyond the internal use of Licensee, including but not limited to blog posts, tweets, reports or any other public forum.

6. Security.

Senet may apply security technologies and procedures to help protect against unauthorized access or use of the Services. Senet does not guarantee the success of such technologies and procedures. You are solely responsible for the security, protection and backup of Your Content, and any other Content or software You or Your Licensed Developer(s) use in connection with the Services.

7. Term and Termination.

7.1 Term and Termination. This Agreement will continue in effect from the date Licensee has clicked on the box until terminated by a party in accordance with this Section. Either party may, upon written notice to the other party, immediately terminate this Agreement at any time and without cause. Senet may temporarily suspend all or any part of the rights granted under this Agreement immediately and without notice if Senet, in its sole discretion, believes that You have violated or attempted to violate any term, condition or the spirit of this Agreement, engages in illegal or malicious activities, interferes with any other user (i.e., hacking or intrusion), or for any other reason.

7.2 Effect of Termination. Upon termination of this Agreement, all rights and licenses granted herein shall cease, and Licensee shall cease all use or access to the Services and shall return to Senet or destroy all items, including Software and Documentation, provided by Senet hereunder. Licensee is solely responsible for backing up all source code, software, information or other materials uploaded to the Services. Senet has no liability for the deletion of such materials after the termination of this Agreement.

8. Use of Third Party Services and Links to Third Party Sites.

You understand that Senet uses third party vendors and hosting partners to provide the necessary infrastructure, hardware, software, networking, storage, and related technology required to run the Services. Senet is not responsible for the services provided by such third party vendors. The Services may also include links to third party sites. Senet does not control such sites and is not responsible for the content of any linked site, any links contained in a linked site, or any changes or updates to such sites. Senet is not responsible for any form of transmission received from any linked site. You acknowledge and agree that Senet is not liable for any loss or damage which may be incurred by You as a result of the availability of third party vendor resources or external sites.

9. Intellectual Property.

All title and ownership rights in and to the Services, the intellectual property embodied in the Services, and any trademarks or service marks of Senet that are used in connection with the Services are and shall at all times remain exclusively owned by Senet and its licensors. Any and all rights in and to the Services not expressly granted to Licensee, are reserved and retained by Senet.

10. Warranties.

THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND SENET EXPRESSLY DISCLAIMS 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. LICENSEE ACKNOWLEDGES THAT SENET DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE AND/OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, IF ANY, AND NO INFORMATION OR ADVICE OBTAINED BY LICENSEE FROM SENET SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.

11. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SENET BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, SENET’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED $5.00, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE. SENET IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT PROVIDED BY LICENSEE OR A THIRD PARTY THAT IS ACCESSED THROUGH THE SOFTWARE AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT.

12. Indemnity.

You agree to indemnify, hold harmless, and defend Senet and its resellers from and against any and all claims, lawsuits and proceedings (collectively “Claims”), and all expenses, costs (including attorney’s fees), judgments, damages and other liabilities resulting from such Claims, that arise or result from Your use of the Services in violation of this Agreement.

13. Confidentiality.

Except as otherwise provided herein, each party expressly undertakes to retain in confidence all information and know-how transmitted or disclosed to the other that the disclosing party has identified as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential, and expressly undertakes to make no use of such information and know-how except under the terms and during the existence of this Agreement. However, neither party shall have an obligation to maintain the confidentiality of information that: (i) it received rightfully from a third party without an obligation to maintain such information in confidence; (ii) the disclosing party has disclosed to a third party without any obligation to maintain such information in confidence; (iii) was known to the receiving party prior to its disclosure by the disclosing party; or (iv) is independently developed by the receiving party without use of the confidential information of the disclosing party. Further, either party may disclose confidential information of the other party as required by governmental or judicial order, provided such party gives the other party prompt written notice prior to such disclosure and complies with any protective order (or equivalent) imposed on such disclosure. Except for the Content You upload to the Services, You agree not to disclose any confidential information to Senet and any such information shall not, absent a separate written agreement, create any confidentiality obligation for Senet. Without limiting the foregoing, Licensee shall treat any source code for the Software as confidential information and shall not disclose, disseminate, or distribute such materials to any third party without Senet’s prior written permission. Each party’s obligations under this Section 13 shall apply at all times during the term of this Agreement and for five (5) years following termination of this Agreement, provided, however, that (i) obligations with respect to source code shall survive in perpetuity and (ii) trade secrets shall be maintained as such until they fall into the public domain.

14. Governing Law.

This Agreement will be governed by the law of the State of New York, U.S.A., without regard to the conflict of laws principles thereof. If any dispute, controversy, or claim cannot be resolved by a good faith discussion between the parties, then it shall be submitted for resolution to a state or Federal court or competent jurisdiction in New York, USA, and the parties hereby agree to submit to the jurisdiction and venue of such court. The Uniform Computer Information Transactions Act and the United Nations Convention on the International Sale of Goods shall not apply to this Agreement. If any provision of this Agreement is to be held unenforceable, such holding will not affect the validity of the other provisions hereof.

15. Entire Agreement.

This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications regarding the subject matter hereof. Use of any purchase order or other Licensee document in connection herewith shall be for administrative convenience only and all terms and conditions stated therein shall be void and of no effect unless otherwise agreed to in writing by both parties.

16. No Assignment.

You may not assign, sublicense, sub-contract, or otherwise transfer this Agreement, or any rights or obligations under it, without Senet’s prior written consent.

17. Survival.

For avoidance of doubt, any provisions of the Agreement containing license restrictions, warranties and warranty disclaimers, confidentiality obligations, limitations of liability and/or indemnity terms, and any provision of the Agreement which, by its nature, is intended to survive shall remain in effect following any termination or expiration of the Agreement.

18. Severability.

If a particular provision of this Agreement is terminated or held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, this Agreement shall remain in full force and effect as to the remaining provisions.

19. Force Majeure.

Neither party shall be deemed in default of this Agreement if failure or delay in performance is caused by an act of God, fire, flood, severe weather conditions, material shortage or unavailability of transportation, government ordinance, laws, regulations or restrictions, war or civil disorder, or any other cause beyond the reasonable control of such party.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, YOU UNDERSTAND THIS AGREEMENT, AND UNDERSTAND THAT BY ACCESSING OR USING THE SERVICES IN ANY WAY, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE. YOU FURTHER AGREE THAT, EXCEPT FOR WRITTEN SEPARATE AGREEMENTS BETWEEN SENET AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES.