SenRa Tech Private Limited
LoRaWAN®
Development Portal Terms of Service
(Last
updated March 24, 2020)
The SenRa Tech Private Limited
LoRaWAN® Development Portal is being made available by SenRa Tech Private Limited, (“SenRa Tech Private Limited,” “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 SenRa Tech Private Limited; (iii) are not
commercial alternatives for, or competitive in the marketplace with, any
components of the Software, or any other SenRa Tech Private Limited products or services; and (iv) are
designed to only function on the SenRa Tech Private Limited LoRaWAN™ network.
“Cloud Services” means the third party
vendors and hosting partners SenRa Tech Private Limited 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 SenRa Tech Private Limited 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 SenRa Tech Private Limited LoRaWAN™
Developer Portal, including the Cloud Services and Software, as well as the
various SenRa Tech Private Limited software products accessible through the Services.
“Software” means any SenRa Tech Private Limited 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, SenRa Tech Private Limited 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 (1) LoRaWAN gateways;
3.2 register
more than ten (5) 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 SenRa Tech Private Limited 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
SenRa Tech Private Limited’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 SenRa Tech Private Limited 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 SenRa Tech Private Limited 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 SenRa Tech Private Limited 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 SenRa Tech Private Limited
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
SenRa Tech Private Limited, You agree that SenRa Tech Private Limited 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
SenRa Tech Private Limited developer portal or the SenRa Tech Private Limited Network Management Services
without written permission from SenRa Tech Private Limited. 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.
SenRa Tech Private Limited
may apply security technologies and procedures to help protect against
unauthorized access or use of the Services. SenRa Tech Private Limited 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. SenRa Tech Private Limited may temporarily suspend all
or any part of the rights granted under this Agreement immediately and without
notice if SenRa Tech Private Limited, 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
SenRa Tech Private Limited or destroy all items, including Software and Documentation, provided by
SenRa Tech Private Limited hereunder. Licensee is solely
responsible for backing up all source code, software, information or other
materials uploaded to the Services.
SenRa Tech Private Limited 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 SenRa Tech Private Limited uses third party vendors and hosting partners to provide
the necessary infrastructure, hardware, software, networking, storage, and
related technology required to run the Services. SenRa Tech Private Limited is not responsible for
the services provided by such third party vendors. The Services may also
include links to third party sites. SenRa Tech Private Limited 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. SenRa Tech Private Limited is not responsible for any
form of transmission received from any linked site. You acknowledge and agree
that SenRa Tech Private Limited 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 SenRa Tech Private Limited that are used in
connection with the Services are and shall at all times remain exclusively
owned by SenRa Tech Private Limited and its licensors. Any and all rights in and to the Services not
expressly granted to Licensee, are reserved and retained by SenRa Tech Private Limited.
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 SENRA TECH PRIVATE LIMITED 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 SENRA TECH PRIVATE LIMITED 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 SENRA TECH PRIVATE LIMITED 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 SENRA TECH PRIVATE LIMITED 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, SENRA TECH PRIVATE LIMITED’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. SENRA TECH PRIVATE LIMITED 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 SenRa Tech Private Limited 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 SenRa Tech Private Limited and any such information shall not, absent a separate written
agreement, create any confidentiality obligation for SenRa Tech Private Limited. 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 SenRa Tech Private Limited’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 SenRa Tech Private Limited’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 SENRA TECH PRIVATE LIMITED AND
YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND
LIABILITIES OF THE PARTIES.