This End User Licence Agreement (“Agreement”) is a legal agreement between you and Asavie Technologies Limited (a private limited company incorporated in Ireland under registration number: 390724) whose registered address is Fleming Court, Fleming’s Place, Dublin 4, D04 N4XP, Ireland (“Asavie”) which governs your access to and use of the IoT Connect service (“IoT Connect”) which Asavie is providing to you.
By selecting the “I Agree” option, you agree to the terms of this Agreement. Your right to use IoT Connect is expressly conditioned on acceptance of this Agreement. If you are using IoT Connect on behalf of your company, you represent and warrant that you are duly authorised by your organisation to enter into this Agreement on its behalf. If you do not have this authority or if you do not agree to all of the terms below, please close the window and do not create an iSimplyConnect account (“iSimplyConnect Account”) or use IoT Connect.
1. GRANT AND SCOPE OF LICENCE
In consideration of you agreeing to abide by the terms of this Agreement, Asavie hereby grants to you a limited, personal, non-exclusive, non-transferable, non-sub-licensable licence to create an iSimplyConnect Account and to access and use IoT Connect, which is provided to you, solely for your internal business purposes as permitted in these terms.
Subject to the limited rights expressly granted above, Asavie reserves all right, title and interest in and to IoT Connect, its underlying technology and all intellectual property and proprietary rights therein. You acknowledge that no licenses or rights are granted to you by implication or otherwise in respect of IoT Connect, other than those expressly set forth in this Agreement. You agree not to remove, change or obscure any intellectual property or other proprietary notices incorporated in or accompanying IoT Connect. You agree to abide by all applicable national and international laws in connection with the use of IoT Connect, including those related to data protection, privacy, international communications and the transmission of technical or personal data.
Asavie may make services available to you that are provided, in whole or in part, by other parties. Although Asavie may offer this opportunity, you acknowledge that any third party services that you use in connection with IoT Connect are not part of IoT Connect. You further acknowledge that these terms do not apply to any third party service providers and that your use of those services may require you to agree to additional terms with the third party service provider.
2. ISIMPLYCONNECT ACCOUNT
Full use of IoT Connect requires that you create an iSimplyConnect Account on our website by providing us with a valid email and strong password. Your iSimplyConnect Account will be created once you complete a registration form in accordance with the instructions provided.
In relation to your iSimplyConnect Account, you undertake that:
you will not allow any iSimplyConnect Account profile to be used by any other unregistered user unless it has been reassigned in its entirety to another individual, in which case the prior individual shall no longer have any right to access or use the iSimplyConnect Account;
you shall keep a secure password for use of the iSimplyConnect Account, that such password shall be changed as frequently as is required by Asavie in its absolute discretion, and that you shall keep the password confidential;
you shall permit Asavie to audit the iSimplyConnect Account in order to establish compliance with this Agreement; and
if any of the audits referred to above reveal that any password has been provided to any individual who is not registered to an iSimplyConnect Account, then without prejudice to Asavie’s other rights, you shall promptly disable such passwords and Asavie shall not issue any new passwords to any such individual.
Asavie is not liable for any costs, expenses, liabilities, losses or damages caused by your failure (or the failure of anyone in your organisation) to maintain the confidentiality of your iSimplyConnect Account credentials. It is your responsibility to keep your iSimplyConnect Account information up to date in your account settings.
Asavie reserves the right, without liability to you, to disable your access to your iSimplyConnect Account or to any material as a result of any breach of the provisions of this clause.
3. NECESSARY EQUIPMENT
Full use of IoT Connect is dependent upon your use of a device with a supported sim card and Internet access. The battery life of your device may diminish more quickly when using IoT Connect.
In order for IoT Connect to operate fully, your device may need to be connected to certain wireless and/or communication based technologies. There may be delays, limitations and other problems inherent in the use of the Internet and wireless and/or communication based technologies. Asavie is not responsible for any delays, failures or other damages resulting from such problems.
The maintenance and security of this equipment may affect the performance of IoT Connect and it is your responsibility to ensure the equipment’s functionality is compatible and for making all arrangements necessary for you to have access to IoT Connect.
Internet transmissions are never completely private or secure. Any message or information you send using IoT Connect may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
In relation to IoT Connect, you undertake:
to provide Asavie with accurate and complete information and acknowledge that Asavie’s ability to deliver IoT Connect is dependent upon your cooperation, as well as the accuracy and completeness of any information you provide to Asavie. Asavie shall not be liable for any costs, expenses or liabilities resulting from your failure to cooperate or to provide such information
that you are responsible for your conduct while using IoT Connect and that Asavie is not responsible for your actions on the network. Your conduct should not include (but not limited to) using IoT Connect for:
violating intellectual property rights
any illegal or criminal activities
depicting sexually explicit images
promoting unlawful violence
the storage, distribution or malicious distribution of any viruses or any material during the course of your use of IoT Connect
threatening, obscene, harassing, defamatory, discriminatory, racially or ethically offensive or other objectionable behaviour
causing damage or injury to any person or property
sharing IoT Connect with other users who are not licensed;
using, displaying, mirroring or framing IoT Connect or any individual element within IoT Connect, Asavie’s name, any Asavie trade mark, logo or other proprietary information
altering, tampering or circumventing any part of IoT Connect
providing services to third parties
attempting to obtain, or assist third parties in obtaining access to IoT Connect, other than as provided under this Agreementattempting to reverse compile, disassemble, reverse engineer or otherwise commercially exploit, or otherwise
make IoT Connect available to any third party
attempting to copy, modify, duplicate, create derivative works from framing, mirroring, republishing, downloading, displaying, transmitting or distributing all or any portion of IoT Connect, except to the extent expressly permitted under this Agreement
accessing all or any part of IoT Connect in order to build a product or service which competes with IoT Connect
licensing, selling, renting, transferring, assigning, distributing, displaying, disclosing, or otherwise commercially exploiting, or otherwise making IoT Connect available to third parties; and
testing the vulnerability of any part of IoT Connect or for breaching any security or authentication measures.
You agree not to access your IoT Connect Account and/or IoT Connect through the use of any mechanism other than through the use of an authorised connection.
You shall use reasonable endeavours to prevent any unauthorised access to, or use of, IoT Connect and, in the event of any such unauthorised access or use, immediately without delay notify Asavie in writing by email to firstname.lastname@example.org, and shall immediately without delay telephone Asavie to ensure the email communication has been received.
5. ENFORCEMENT RIGHTS
Asavie are not obligated to monitor the access or use of your iSimplyConnect Account or IoT Connect, but Asavie reserves the right to do so for the purpose of operating IoT Connect, to ensure compliance with these terms, and to comply with applicable law or other legal requirements. Asavie may consult with and disclose unlawful conduct to law enforcement authorities; and pursuant to valid legal process, Asavie may cooperate with law enforcement authorities as part of an investigation and/or to prosecute users who violate the law. In addition to any of its other rights or remedies, Asavie reserves the right to suspend or terminate your access to all or a portion of your iSimplyConnect Account and/or IoT Connect, without any liability, if Asavie suspects that your use of IoT Connect is harming or threatening to harm Asavie’s systems, you fail to pay any amounts properly due or in Asavie’s reasonable opinion you have violated your responsibilities. Asavie reserves the right to investigate any violation of these terms and any conduct that affects IoT Connect.
6. DATA PROTECTION
For the purposes of this clause, personal data, data processor and data controller shall have the meanings given to them in the Data Protection Acts 1988 and 2003 (the “Data Protection Legislation”). You agree to comply with your obligations and Asavie agrees to comply with its respective obligations under Data Protection Legislation.
Asavie is the data controller in relation to the personal data which you have provided to it in order to receive its services. For information on the use of your personal data please see http://www.isimplyconnect.com/privacy/.
Asavie will at all times take all appropriate technical and organisational measures against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data. Although Asavie has undertaken these measures and met the requirements set out in Data Protection Legislation, Asavie cannot guarantee that your personal data is secure when it is sent or transferred by unsecured means.
7. SERVICE UPDATES
We reserve the right to update, change, discontinue (temporarily or permanently) any feature or component of IoT Connect. By continuing to use IoT Connect you accept the updates and changes to IoT Connect including any changes to or removal of features or components. You agree that your obligations (including without limitation your payment obligations) are neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written comments made by us with respect to future functionality or features. Asavie is not liable to you or to any third party for any update, change, suspension, discontinuance of any feature or component of IoT Connect. Asavie reserves the right to determine the timing and content of software updates, which may be automatically downloaded and installed by IoT Connect without your notice.
8. AGREEMENT UPDATES
Asavie reserves the right to amend, modify, update or substitute any of the provisions of this Agreement at any time. Any such amendment, modification, update or substitution shall be notified to you by email and/or when you next login to your iSimplyConnect Account. You have the right to withdraw from this Agreement if you do not accept any amendments, modifications, updates or substitution of any of the provisions of this Agreement and in such an event you must cease all access and use of your iSimplyConnect Account and IoT Connect.
9. LIMITATION OF LIABILITY
In no event will Asavie, its affiliates, suppliers or licensors, nor any other party involved in creating, producing or delivering IoT Connect be liable for any lost revenue, profit, data, goodwill, service interruption, device damage, system failure or the cost of substitute services or for special, indirect, consequential, incidental, or punitive damages howsoever caused and regardless of the theory or liability arising from or out of the use or inability to use IoT Connect even if Asavie or its suppliers have been advised of the possibility of such damages.
In no event shall Asavie’s, its affiliates, suppliers or licensors, nor any other party involved in creating, producing or delivering IoT Connect, total liability to you, whether in contract, tort (including negligence), or otherwise, exceed the amounts actually paid by you to Asavie in connection with IoT Connect.
10. DISCLAIMER OF WARRANTY
To the fullest extent permitted by law, Asavie, its affiliates, suppliers, licensors, nor any other party involved in creating, producing or delivering IoT Connect makes no warranties, either express or implied, about IoT Connect. IoT Connect is provided “as is.” Asavie explicitly disclaims any warranties of merchantability, fitness for a particular purpose, quiet enjoyment, non-infringement, and any warranties arising out of course of dealing or usage of trade. Without limiting the generality of the foregoing, Asavie does not warrant that IoT Connect is free from errors or that you will be able to access and use IoT Connect on a secure basis or without problems or interruptions. Asavie make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of IoT Connect.
You will indemnify and hold harmless Asavie and its affiliates, employees, agents and/or distributors, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses including, without limitation, reasonable legal fees arising out of or in any way connected with (i) your access to or use of your iSimplyConnect Account and/or IoT Connect, or (ii) your breach of any of your responsibilities or any other provision of this Agreement. Asavie reserves the right to assume control of the defence of any third party claim that is subject to indemnification by you, in which event you will cooperate and assist Asavie as required.
You agree that Asavie may use your name and/or logo in a list of customers used in marketing materials until you request that Asavie cease this use. Asavie may publish a press release announcing that you are an Asavie customer, provided that you have an opportunity to review and approve the press release.
14. DURATION AND TERMINATION
This Agreement and the licence granted hereunder, shall come into force on the creation of your iSimplyConnect Account and shall continue in full force and effect unless this Agreement is terminated earlier in accordance with clause 14.2.
All licenses granted to you or to the users within your organisation depend on your or their continued compliance with this Agreement. Asavie is entitled to immediately terminate all or any licenses if you or they do not comply with any provision of this Agreement, and if due to such breach it cannot reasonably be expected that Asavie would continue this Agreement with you or them until the expiry date or cancellation of your contract with the carrier.
Upon termination for any reason:
all rights granted to you under this Agreement shall cease;
you must cease all activities authorised by this Agreement;
you must immediately pay any sums due under this Agreement; and
you must immediately delete, remove and cease access to your iSimplyConnect Account and IoT Connect from all devices on which IoT Connect has been installed and all copies of IoT Connect then in your possession, custody or control. Asavie may also require that you provide it with evidence of compliance with this provision.
This Agreement will be governed by the laws of Ireland and you submit to the exclusive jurisdiction of the Irish courts. This Agreement (and any associated order form or other agreements referenced herein) constitutes the entire and exclusive agreement between you and Asavie with respect to the subject matter of this Agreement, and supersedes and replaces any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of this Agreement. This Agreement creates no third party beneficiary rights. Asavie’s failure to enforce a term of this Agreement is not a waiver of its right to do so later. If a term is found unenforceable or invalid, that term will be enforced to the maximum extent permissible and the remaining provisions of the Agreement will remain in full force and effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign or transfer any of your rights under this Agreement, and any such attempt will be void. Asavie may freely assign or transfer its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with IoT Connect. Subject to the foregoing, this Agreement will bind and enure to the benefit of the parties, their successors and permitted assigns.