Terms of service
NOWi Sensors – Terms of Service
NOWi Sensors LLC (“NOWi Sensors”) provides: (1) a user account website that may be accessed at www.nowisensors.com (the“Site”) and (2) web applications accessible through the Site, including a web monitoring platform for viewing and managing Product data and a web installation app for configuring and commissioning Products (collectively, the “Web Apps”), all for use in conjunction with NOWi Sensors’ hardware products (“Products”). Each Product contains embedded software, including any updates thereto (the“Firmware”). The term “Services” means the Site and Web Apps.
These Terms govern your access to and use of the Services, the Products, and the Firmware. Please read these Terms carefully. The term “you,” as used in these Terms, means any person or entity who accesses or uses the Services or Products and any person or entity who creates an Account (as defined in Section 2) and accepts these Terms.
These terms constitute a legal agreement. By acknowledging the agreement or by accessing and using the Services (including the Sites) and the Products, you are accepting and agreeing to these terms on behalf of yourself or the entity you represent. You represent and warrant that you have the right, authority, and capacity to accept and agree to these terms on behalf of yourself or the entity you represent, and that you are of sufficient legal age in your jurisdiction of residence to use or access the Services and Firmware and to enter into this Agreement.
IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THESE TERMS, YOU SHOULD DISCONNECT YOUR PRODUCTS FROM YOUR ACCOUNT (AS DESCRIBED BELOW) AND CEASE ACCESSING OR USING THE SERVICES AND FIRMWARE.
THESE TERMS DESCRIBE IMPORTANT LIMITATIONS OF THE SERVICES, ESPECIALLY IN CONNECTION WITH LIFE SAFETY AND CRITICAL USES. PLEASE READ THESE DISCLOSURES CAREFULLY, AS YOU ARE ACKNOWLEDGING THEM AND ACCEPTING THEM.
A. THE SERVICES
1. General.
Overview. Certain features of the Services may be subject to additional guidelines, terms, or rules, which will be posted on the Services in connection with such features. All additional guidelines, terms, or rules are incorporated by reference into these Terms and you are agreeing to accept and abide by them by using the Services.
Eligibility. You may use the Services only if you can form a binding contract with NOWi Sensors and only if you are in compliance with these Terms and all applicable local, state/provincial, national, and international laws, rules, and regulations.
2. Your Account.
To use the Services, you must register for a user account (“Account”) and provide certain information about yourself as prompted by the applicable registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. You are entirely responsible for maintaining the confidentiality of your Account login information and for all activities that occur under your Account. You agree to immediately notify NOWi Sensors of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security.
3. Access to Services.
Access and Use. Subject to these Terms, NOWi Sensors grants you a non-transferable, non-exclusive right (without the right to sublicense) to access and use the Services by using the Web Apps to monitor, install, configure, or otherwise access a service explicitly provided by NOWi Sensors for your use (the “Permitted Purpose”), and solely for the Permitted Purpose.
Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (i) you agree not to license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services; (ii) you agree not to modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Services; (iii) you agree not to access the Services in order to build a similar or competitive service; (iv) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means; (v) you agree not to upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer or communication network, computer, handheld mobile device, data, the Services, the Products, the Firmware, or any other system, device or property; (vi) you agree not to interfere with, disrupt, or attempt to gain unauthorized access to the servers or networks connected to the Services or violate the regulations, policies, or procedures of such networks; (vii) you agree not to access (or attempt to access) any of the Services by means other than through the interface provided by NOWi Sensors; and (viii) you agree not to remove, obscure, or alter any proprietary rights notices (including copyrights and trademark notices) which may be contained in or displayed in connection with the Services. Any future release, update, or other addition to functionality of the Services shall be subject to these Terms.
Security. While NOWi Sensors makes all reasonable efforts to follow, or implement, security best practices, NOWi Sensors cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your information for improper purposes.
Modification. NOWi Sensors reserves the right, at any time, to modify, suspend, or discontinue the Services or any part thereof with or without notice, provided that NOWi Sensors shall use commercially reasonable efforts to provide notice as soon as possible. You
agree that NOWi Sensors will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services or any part thereof.
4. Agreed Usage and Limitations of the Services.
Intended Use of Services. The Services may be subject to interruptions and failures for a variety of reasons beyond NOWi Sensors’control, including data connection intermittency, third-party service provider uptime, mobile notifications and carriers, among others. You acknowledge these limitations and agree that NOWi Sensors is not responsible for any damages allegedly caused by the failure or delay of the Services.
Reliability of Notifications. You acknowledge that the Services, including remote access and mobile notifications, are not intended to be 100% reliable and 100% available. We cannot and do not guarantee that you will receive notifications for every possible future problematic situation. YOU AGREE THAT YOU WILL NOT RELY ON THE SERVICES FOR ANY LIFE SAFETY OR CRITICAL PURPOSES. MOBILE NOTIFICATIONS REGARDING THE STATUS AND ALARMS ON YOUR NOWI SENSORS PRODUCTS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. You acknowledge that it is your responsibility to educate yourself on how to respond to an emergency and to respond according to the specifics of your situation.
Temporary Suspension. The Services may be suspended temporarily without notice for security reasons, system failure, maintenance and repair, or other circumstances. You agree that you will not be entitled to any refund or rebate for such suspensions. For the systems within NOWi Sensors’ direct control, NOWi Sensors targets an uptime of 99%.
Equipment, ISP, Carrier, and Wireless Network Provider. You acknowledge that the availability of the Services is dependent on (i)
your computer, mobile device, building wiring, and other related equipment, (ii) your Internet service provider (“ISP”), (iii) your mobile device carrier (“Carrier”), and (iv) your wireless network provider or providers (“WNPs”). You acknowledge that you are responsible for compliance with all applicable agreements, terms of use/service, and other policies of your ISP and Carrier. Under no circumstances will NOWi Sensors be liable for the reliability or suspension of availability of the services provided by the ISP, Carrier, or WNPs.
5. Indemnity.
You agree to defend, indemnify, and hold NOWi Sensors and its licensors and suppliers harmless from any damages, liabilities, claims, or demands (including costs and attorneys’ fees) made by any third party due to or arising out of (i) your use of the Products or Services, (ii) your violation of these Terms, or (iii) your violation of any law or the rights of any third party. NOWi Sensors reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify NOWi Sensors, and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without NOWi Sensors’prior written consent. NOWi Sensors will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
6. Fees and Payment.
Certain Services may be provided for a fee. You shall promptly pay all applicable fees in connection with the Services selected by you. Refund rights specific to Products are governed by the NOWi Sensors 30-Day Return and Refund Agreement and the NOWi Sensors Subscription Device Warranty, as described in Section 10.
B. THE FIRMWARE
You are consenting to automatic update of the Firmware. If you do not agree, you should not use the Products.
7. License.
Your acquisition and use of a Product includes a limited, non-exclusive, non-transferable license (without the right to sublicense) to use the Firmware solely as embedded in, and as necessary to operate, the Product. The Firmware is licensed, not sold. NOWi Sensors and its licensors reserve all rights in the Firmware not expressly granted under these Terms; there are no implied licenses.
8. Open Source.
Certain components of the Firmware are subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to these Terms; instead, each item of Open Source Software is licensed under the terms of the end user license that accompanies it. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software.
9. Automatic Firmware Updates.
NOWi Sensors may from time to time develop patches, bug fixes, updates, upgrades, and other modifications to improve the performance of the Firmware and related Services (“Updates”). These may be automatically installed on the Products without providing any additional notice or receiving any additional consent. You hereby consent to these automatic Updates. If you do not want such Updates, you must cease using the Products. If you do not cease using the Products, you will receive Updates automatically.
C. THE PRODUCTS
10. Product Warranty and 30-Day Return.
Products covered by an active NOWi subscription are warranted under the NOWi Sensors Subscription Device Warranty, a separate document delivered with the Product and available at https://www.nowisensors.com/pages/warranty. The Subscription Device Warranty governs all matters relating to Product warranty coverage, eligibility, exclusive warranty remedies, the warranty RMA process, and warranty-specific disclaimers and liability limitations.
Within thirty (30) days of a Product’s deployment date, you may also return the Product for any reason under the NOWi Sensors 30-Day Return and Refund Agreement, a separate document delivered with the Product and available at
https://www.nowisensors.com/returns. That agreement governs all matters relating to the 30-day return right, including the deployment-date calculation, refund scope, the single return condition (as-new, less normal installation wear), the return process, and the effect of a refund on the related subscription.
To the extent of any conflict between these Terms and the Subscription Device Warranty as to warranty matters, the Subscription Device Warranty controls. To the extent of any conflict between these Terms and the 30-Day Return and Refund Agreement as to the 30-day return right, that agreement controls.
D. GENERAL
11. Limitations – Safety and Savings.
You acknowledge and agree that the Products and Services, whether standing alone or when interfaced with third-party products or services, are not certified for emergency response. NOWi Sensors makes no warranty or representation that use of the Products or Services will affect or increase any level of safety. YOU UNDERSTAND THAT THE PRODUCTS AND SERVICES, WHETHER STANDING ALONE OR INTERFACED WITH THIRD-PARTY PRODUCTS OR SERVICES, ARE NOT A THIRD-PARTY MONITORED EMERGENCY NOTIFICATION SYSTEM – NOWI SENSORS WILL NOT DISPATCH EMERGENCY AUTHORITIES TO YOUR BUILDING IN THE EVENT OF AN EMERGENCY. The Services are no substitute for emergency services, and all life-threatening and emergency events should be directed to the appropriate response services.
NOWi Sensors does not guarantee or promise any specific level of utilities savings or other monetary benefit from the use of the Products, Services, or Firmware. Actual utilities savings and monetary benefits vary with factors beyond NOWi Sensors’ control. From time to time, NOWi Sensors may use the Services or Firmware to provide you with information that is unique to you and your utilities usage and suggests an opportunity to save money on bills. You acknowledge that any such suggestions are not a guarantee of actual savings, and you agree not to seek monetary or other remedies from NOWi Sensors if your savings differ.
12. Intellectual Property and Ownership.
You acknowledge that all intellectual property rights, including without limitation copyrights, patents, trademarks, trade secrets, designs, drawings, documentation, manuals, and software, in the Products, Firmware, and Services (i.e., the Sites and Web Apps) are owned by NOWi Sensors or its affiliates, licensors, and suppliers. Your possession, access, and use of the Products, Firmware, and Services does not transfer any rights, title, or interest in or to such intellectual property rights to you or any third party. The Products, Firmware, and Services are licensed to you, not sold, under these Terms. NOWi Sensors and its affiliates, licensors, and suppliers reserve all rights not expressly granted in these Terms; there are no implied licenses.
You may not use the content of the Services in any other public or commercial way, nor may you copy or incorporate any of the content of the Services into any other work, including your own website, without the prior written consent of NOWi Sensors. You must not copy, modify, or in any way reproduce or damage the structure or presentation of the Services or any content therein.
Ideas. You may choose to, or NOWi Sensors may invite you to, submit comments, suggestions, or ideas about the Products or Services, including how to improve them (“Ideas”). By submitting any Ideas, you agree that your submissions are voluntary, gratuitous, unsolicited, and without restriction, and will not place NOWi Sensors under any fiduciary or other obligation. NOWi Sensors may use, copy, modify, publish, or redistribute the submission and its contents for any purpose and in any way without any compensation to you.
13. Disclaimers.
THE SERVICES AND FIRMWARE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOWI SENSORS AND OUR LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.
NOWI SENSORS AND OUR LICENSORS AND SUPPLIERS MAKE NO WARRANTY THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES OR FIRMWARE: (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE COMPATIBLE WITH YOUR NETWORK, COMPUTER, OR MOBILE DEVICE; (III) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (IV) WILL BE FREE OF VIRUSES OR OTHER HARMFUL CODE; OR (V) WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NOWI SENSORS OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY.
YOU USE THE FIRMWARE AND SERVICES AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR (AND NOWI SENSORS DISCLAIMS) ANY AND ALL LOSS, LIABILITY, OR DAMAGES, INCLUDING TO YOUR PLUMBING, WIRING, BUILDING, PERIPHERALS CONNECTED TO THE PRODUCTS, COMPUTER, MOBILE DEVICE, AND ALL OTHER ITEMS, RESULTING FROM YOUR USE OF THE FIRMWARE OR SERVICES.
Disclaimers and limitations specific to the Products are set forth in the NOWi Sensors Subscription Device Warranty and the NOWi Sensors 30-Day Return and Refund Agreement and control over this Section as to the matters they cover.
14. Limitation of Liability.
Nothing in these Terms shall attempt to exclude liability that cannot be excluded under applicable law.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE ABOVE DISCLAIMERS, IN NO EVENT WILL (A) NOWI SENSORS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING FROM OR RELATING TO THE SERVICES, THE FIRMWARE, OR THE PRODUCTS, EVEN IF NOWI SENSORS KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) NOWI SENSORS’ TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE SERVICES AND THE PRODUCTS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE FEES ACTUALLY PAID BY YOU TO NOWI SENSORS OR NOWI SENSORS’ AUTHORIZED RESELLER FOR THE SERVICES OR THE PRODUCTS AT ISSUE IN THE PRIOR 12 MONTHS (IF ANY). THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. NOWI SENSORS DISCLAIMS ALL LIABILITY OF ANY KIND OF NOWI SENSORS’ LICENSORS AND SUPPLIERS.
Liability limitations specific to defective Products covered by the Subscription Device Warranty are set forth in that warranty and control over this Section as to warranty matters. Liability limitations specific to the 30-day return right are set forth in the NOWi Sensors 30-Day Return and Refund Agreement and control over this Section as to that right.
15. Privacy.
NOWi Sensors’ collection, use, and sharing of personal information are described in the NOWi Sensors Privacy Policy, available at https://www.nowisensors.com/privacy, which is incorporated into these Terms by reference.
16. Term and Termination.
These Terms and the licenses granted hereunder are effective on the date you first use the Services or the Products and shall continue for as long as you own the Products or until terminated in accordance with the provisions of these Terms. At any time, NOWi Sensors may (i) suspend or terminate your rights to access or use the Services, or (ii) terminate these Terms with respect to you, if NOWi Sensors in good faith believes that you have used the Services in violation of these Terms, including any incorporated guidelines, terms, or rules. If you transfer a Product to a new owner, your right to use the Services with respect to that Product automatically terminates, and the new owner will have no right to use the Product or Services under your Account.
Upon termination of these Terms, your Account and your right to use the Services and the licenses granted hereunder will terminate, and you must stop all use of the Products. Sections 1 through 8 and 10 through 22 (inclusive) will remain in effect after any such termination.
17. Governing Law and Jurisdiction.
This Agreement is governed by, and is to be construed and interpreted in accordance with, the laws of the State of Connecticut, without regard to its conflict-of-laws principles. The parties agree first to attempt in good faith to resolve any dispute amicably through written negotiation. If the parties are unable to resolve the dispute within thirty (30) days, the dispute shall be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, with the place of arbitration in Hartford, Connecticut. Judgment on the award rendered may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
18. Assignment.
These Terms, and any associated rights or obligations, may not be assigned or otherwise transferred by you without NOWi Sensors’prior written consent. These Terms may be assigned by NOWi Sensors without restriction. These Terms are binding upon any permitted assignee.
19. Notifications.
NOWi Sensors may provide notifications to you as required by law or for marketing or other purposes via (at its option) email to the primary email associated with your Account, mobile notifications, hard copy, or posting of such notice on the Site.
20. Entire Agreement/Severability.
These Terms, together with the NOWi Sensors Subscription Device Warranty and the NOWi Sensors 30-Day Return and Refund Agreement, constitute the entire agreement between you and NOWi Sensors regarding the use of the Products and Services. Any failure by NOWi Sensors to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or
unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Neither party is an agent or partner of the other party.
21. Trademark Information.
All trademarks, logos, and service marks (“Marks”) displayed on the Products or Services are the property of NOWi Sensors or of their respective holders. You are not permitted to use any of the Marks without the applicable prior written consent of NOWi Sensors or such respective holders. NOWi Sensors reserves the right to alter Products and Services offerings, specifications, and pricing at any time without notice, and is not responsible for typographical or graphical errors that may appear in this or in related documents.
22. General.
The Products and Firmware are deemed irrevocably accepted upon your use of the Products, subject to your rights under the NOWi Sensors 30-Day Return and Refund Agreement. NOWi Sensors will have no responsibility to provide maintenance or support services with respect to the Products or the Firmware, except as provided under the Subscription Device Warranty and except for Firmware Updates provided as part of an active subscription. You acknowledge that the Products and the Firmware contain valuable trade secrets and proprietary information of NOWi Sensors, that any actual or threatened breach of this Agreement may constitute immediate, irreparable harm to NOWi Sensors for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach.
NOWi Sensors reserves the right to make changes to these Terms. Modifications to these Terms will be posted at
www.nowisensors.com. You should ensure that you have read and agree with our most recent Terms when you use the Products and Services. Continued use of the Products and/or Services following notice of such changes shall indicate your acknowledgment of such changes and agreement to be bound by the revised Terms.