Wittra Terms of Service for Bell Clients
These Terms of Service (the “Terms”) set forth the terms and conditions that govern Your (Customer) access to and use of the Wittra Cloud Platform (the “Service”) offered by Wittra Networks AB (“Wittra”, “we”, “us” or “our”) on the domain wittra.io (the “Website”).
PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE COMPLETING AN ORDER, USING THE SERVICE OR OPENING AN ACCOUNT. BY CLICKING “I AGREE TO WITTRA’S TERMS OF SERVICE”, CUSTOMER AGREES TO THESE TERMS OF SERVICE.
As used herein, “You” refers to you and, where applicable any Corporation on behalf of which you are acting.
Each party acknowledges that it has read this Agreement, understands it and agrees to be bound by its terms.
IF YOU DO NOT AGREE WITH (OR CANNOT COMPLY WITH) THE AGREEMENT, THEN YOU MAY NOT USE THE SERVICE.
1.1. The following capitalized terms will have the following meaning whenever used in this Agreement.
1.2. “Access Point” means the point or points at which Wittra connects the Service to a public electronic communications network.
1.3. “Customer Data” means any data submitted or transmitted to the Service by Your Hardware as well as data that have been created by the Service based on such submitted or transmitted data as a result of Your use of the Service.
1.4. “Administrative data” means data submitted to the Service by You and excluding Customer Data.
1.5. “Data” means Customer Data and Administrative Data.
1.6. “Documentation” means Wittra’s standard manual related to the Service and use thereof, help windows and readme files for the Service.
1.8. “Platform” means the cloud platform available at portal.wittra.io.
1.10. Hardware” means Your sensors, networks of sensors, mesh routers and gateways, as applicable, that You connect to the Service.
1.11. “Service Specifications” means the documents listed at www.wittra.io, as applicable to the Service under Your Subscription.
1.12. “Software” means (i) the embedded software on the Hardware as well as any downloadable upgrades of such software provided to You on the Platform by or on behalf of us; and (ii) the software provided to You as a software-as-a-service via the internet by or on behalf of us in connection with Your use of the Service.
1.13. “User” means You or, in relation to a Corporation, any individual who uses the Service on Your behalf or through Your account or log in credentials, whether authorized or not.
2. THE SERVICE
2.1. Service Overview. The Service is a cloud service that collects Customer Data from Hardware registered in the customer’s sensor networks and transmits the Customer Data to the customer. The Service also creates Customer Data that is transmitted to the customer. Upon reception of the transmitted Customer Data, the customer can in turn integrate the Customer Data with existing or new user interfaces and provision sensor networks and sensors for the customer’s end user. The Service consists of the Platform and Software and includes any core and surrounding software, Documentation, and other materials made available on the Platform by us. The Service does not include any Hardware, end user interfaces, end user applications or installation services related to Hardware.
3.1. To access the Services, You must create a user account in the Platform (or we will create one for You). Each account is to be associated with a valid email address and account credentials. If You are acting on behalf of a Corporation, an account may be used by several Users, however, each User must have separate log in credentials. If You are not acting on behalf of a Corporation, Your account may only be used by You and additional log in credentials will not be made available.
3.2. In order to register for the Service and create a user account, You may be required to submit information regarding Your full name (first name and last name), email address, and country, and, if You are acting on behalf of a Corporation, basic company information, Your role/title, and any other information we deem necessary.
4. CHANGES TO THE AGREEMENT
5. CUSTOMER RESPONSIBILITIES AND RESTRICTIONS, ACCEPTABLE USE
5.1. Eligibility. By using the Service, You represent that: (a) You are at least 18 years old; and (b) all information that You submit or post in order to use the Service (including any registration information pursuant to Section 4 above) is accurate and that You will maintain the accuracy of such information at all times.
5.2. Hardware. You are responsible for acquiring and maintaining the Sensor Hardware needed for Your use of the Service.
5.3. Access. You are responsible for the communication between You and the Access Point. You are also responsible for third party programs such as web browsers, pdf readers, toolbars, anti-virus and firewalls being correctly installed and that they allow traffic to web sites designated by us. You shall ensure that the web browser is kept up to date with the latest version.
5.4. Acceptable Use. You shall comply with our acceptable use policy, currently posted at www.wittra.io (the ”Acceptable Use Policy”). You shall not, and shall not cause or permit others to:
a) Provide Service passwords or other login information to any third party or in any other way allow third parties to exploit the Service;
b) Share non-public Service features or content with any third party;
c) Use the source code from individual service features outside the service;
d) Access the Service in order to build a competitive product or service, to build a product or service using similar ideas, features, functions, source code or graphics of the Service, or to copy any ideas, features, functions or graphics of the Service;
e) Disassemble, decompile, reverse engineer or otherwise try to discover the source code of the Software, or to create derivative works, compilations, or collective works thereof;
f) Interfere with, damage or disrupt: the Hardware You connect to the Service; any equipment or network on which our Platform is stored; any Software used in the provision of the Service; or any equipment or network or software owned or used by any third party;
g) Take screenshots, record via video, photograph, or otherwise make available the structure and interface of the Service to third parties;
h) Remove or alter any copyright or other proprietary notice or legends appearing in the Service, Software, Platform or Documentation;
i) Use the Service to advertise malicious content, spyware, trojans, or the like;
j) Perform or disclose any benchmarking or availability testing of the Service, or;
k) Perform or disclose any performance or vulnerability testing of the Service without Wittra’s prior written approval, or perform or disclose network discovery, port and service identification, vulnerability scanning, password cracking or remote access testing of the Service.
5.5. Unauthorized Access. You shall take reasonable steps to prevent unauthorized access to the Service, including without limitation by protecting Your passwords and other log-in information. You shall notify us immediately of any known or suspected unauthorized use of the Service or breach of its security and shall use best efforts to stop said breach.
5.6. Compliance with Laws. In Your use of the Service, You shall comply with all applicable laws, including without limitation laws governing intellectual property, trade secrets and the protection of personal data.
5.7. Users & Service Access. You are responsible and liable for: (a) User’s use of the Service, including without limitation unauthorized User conduct and any User conduct that would violate the Acceptable Use Policy or requirements of this Agreement applicable to You; and (b) any use of the Service through Your account, whether authorized or unauthorized.
6. OWNERSHIP AND RIGHT TO USE
6.1. Ownership to the Service. Wittra (or its licensors, as the case may be) retains all right, title, and interest in and to the Service, including without limitation the Platform and all software used to provide the Service, including associated intellectual property rights. This Agreement does not grant You any intellectual property rights in or to the Service (including the Platform) or any of its components or Documentation other than a limited right to use the Service in accordance with the Agreement.
6.2. Right to use the Service. During the Term and subject to Your payment of the Subscription Fee, You may access and use the Service described in the Service Specification pursuant to the terms of Your subscription and the Agreement. If You are acting on behalf of a Corporation, You may allow Your Users to access and use the Service on behalf of You and are responsible for Your User’s compliance with the Agreement.
6.3. Right to data. In the relationship between You and Wittra, You are the holder of all rights pertaining to Data. You represent and warrant that You are either the owner of or have permission to use all of the Data.
6.4. Wittra’s use of Data: You understand and agree that by accessing and using the Service, You grant us a non-exclusive, sub-licensable, royalty free, worldwide, perpetual and irrevocable license to access, process or otherwise use Data and any other metadata originating from Data and Your use of the Service, solely as necessary for:
a) providing, maintaining, securing, supporting, improving, modifying and developing the Service;
b) for developing and marketing new products and services;
c) compiling aggregated statistics and reports for internal business purposes and/or marketing use;
d) clarifying misuse or analyzing infringements.
6.5. Feedback. You accept and agree that any ideas or suggestions for improving or otherwise modifying the Service and/or any other feedback that You or Users provide to us as well as any user behaviors in relation to the Service (together “Feedback”) may be freely used, exploited and profited from by us for any purpose and in any manner without compensation to You or User. All such Feedback will be the sole and exclusive property of Wittra. You hereby assign to Wittra all right, title and interest to Feedback provided to Wittra.
7.1. You have the sole responsibility for Data submitted or transmitted to the Service by You or User or through Your Hardware. You are responsible for the accuracy of Data and for ensuring that Data is free from viruses, Trojans, worms or other malicious software or code and that Data otherwise cannot damage or interfere with the Service.
7.2. You represent and warrant that You are solely responsible for Data and the consequences of using, publishing, promoting and/or distributing it via the Service, except if such consequences are a direct result of a wrongful or intentional act or omission by Wittra. You are liable for and shall indemnify and hold us harmless from and against any infringement by Data of any third party right, including intellectual property rights and privacy rights, or any other non-compliance with applicable law. You shall notify us immediately upon discovery of any infringements or attempted infringements that may affect the Service.
7.3. You are solely responsible for instituting and operating a satisfactory full data backup and a disaster recovery capability facilitating complete data recovery including restoration or reconstruction of all its lost or altered files data or programs, and the security of all Your Confidential Information, Data and personal data.
8. RESTRICTED OR SUSPENDED ACCESS TO THE SERVICE
8.1. If the provision of the Service results in a risk of more than insignificant damage to Wittra or another customer of the Service, we may block or restrict access to the Service.
8.2. If we reasonably suspect any breach of this Agreement (including by repeated minor breaches) and, in particular, the requirements of Section 5, by You or Users, we may suspend Your and/or User’s access to the Service without advance notice, in addition to such other remedies as we may have. If we exercise this right, we shall notify You or User, as applicable.
11.1. We apply a number of security measures in line with industry practice and we will take any reasonable steps and precautions against security breaches to ensure the functionality of the Service and safekeeping of Your Data. We shall comply with our internal security guidelines available on wittra.io or such other place as we designate. We reserve the right to make changes to the security regulations, subject to the terms regarding changes to the Agreement in Section 4.
12. PERSONAL DATA
13.1. We undertake not to disclose Confidential Information of You to any third party without Your consent, during the Term and for a period of three (3) years thereafter. We will protect Your Confidential Information in accordance with our internal security regulations.
13.2. Customer Data residing in the Service, whether created, submitted or transferred by You, User, Hardware or the Service, shall be considered the confidential information of You (“Confidential Information”). Your Confidential Information shall not include information that (a) prior to the time of disclosure was publicly known; (b) after disclosure by You becomes publicly known through no act or omission by Wittra; (c) was already known to Wittra, or otherwise lawfully in Wittra’s possession at the time of disclosure by You; (d) is rightfully obtained by Wittra from a third party without restrictions in respect of disclosures or use; (e) is at any time developed by Wittra independent of and without reference to Confidential Information; or (f) must be disclosed by requirement of mandatory law, court or government order or applicable, binding stock exchange regulations.
14. TECHNICAL SUPPORT
14.1. If the Order or Subscription states that the Agreement includes a Service Level Agreement (“SLA”), You are entitled to technical support by us as specified in the applicable SLA.
14.2. If the Order or Subscription does not include an SLA, we may, at our sole discretion and convenience, provide email support via email@example.com for queries regarding the functionality of the Service. Response time for support queries may vary between different subscription plans. The response time applicable to You may be located within Your account. Any support services provided to You by us are provided “as is” and on an “as available” basis and any implementation thereof by You shall be made at Your own risk and responsibility.
14.3. Queries regarding hardware installation, setting-up or administration of Hardware and the like and correction due to improper use of the Service is not included in the technical support.
15. MAINTENANCE AND SERVICE LIMITATIONS
15.1. Maintenance. During the Term, we shall maintain the Service according to our internal maintenance plan and to the extent we find it appropriate for the Service.
15.2. Availability. We will make commercially reasonable efforts to provide continuous access to the Service at the Access Point and to keep the Service operational. However, Your access to, and use of, the Service may be suspended temporarily for the duration of any scheduled maintenance or unscheduled downtime or unavailability of the Service caused directly or indirectly by circumstances beyond our reasonable control, including (a) force majeure events, (b) because of power outages, Internet service provider or public telecommunications network failures or delays, (c) a fault or failure of Your or a User’s computer systems or networks; or (d) any breach by You or a User of the Agreements. interruptions. You understand and agree that the Service is dependent upon the Internet and that any interruptions, time-lags, bugs and similar impediments between the Service and You or User do not constitute faults in the Service.
15.3. Service Revisions. Wittra is responsible for development of the Service and reserves the right to decide, in its own discretion, what improvements and technical adjustments to make. We are entitled to modify, update or discontinue, temporarily or permanently, the Service or its functions and features at any time, including by removing such features and functions. If any such revision to the Service should cause You more than minor inconvenience and provided that You have paid the Subscription Fee, You are entitled to, within 30 days of the effective date of the revision terminate the Agreement in writing.
16. WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES
16.1. From Wittra. During the Term, we warrant that we will provide the Service in a competent and professional manner and make commercially reasonable efforts to provide continuous access to the Service at the Access Point and to keep the Service operational.
16.2. From You. You represent and warrant that: (a) You have the full right and authority to enter into, execute, and perform its obligations under this Agreement; (b) You have accurately identified yourself and have not provided any inaccurate information about yourself to or through the Service; and (c) You shall only use the Service for the permitted purposes as contemplated by the Agreement.
16.3. Except to the extent set forth in Subsection 16.1 above, YOU ACCEPT THAT THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND THAT YOU USE THE SERVICE AT YOUR OWN RISK. WITTRA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR OTHERWISE REGARDING THE USE, THE INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OF OPERATION OF THE SERVICE. WITTRA DISCLAIMS ALL OTHER WARRANTIES INCLUDING IMPLIED WARRANTIES OF FITNESS OR MERCHANTABILITY FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. Without limiting the generality of the foregoing: Wittra has no obligation to indemnify or defend You or User against claims related to infringement of intellectual property, and Wittra does not represent or warrant (a) that the Service will meet Your requirements; (b) that the Service will perform without interruption or error; and (c) that the Service is safe from hacking or other unauthorized intrusion or that Data will remain private or secure or not otherwise lost or damaged.
17.1. You shall indemnify and hold harmless Wittra and the Wittra Affiliates (as defined below) against any third party claim, suit, proceeding, judgement and/or award, and pay all the losses, damages, costs and expenses (including attorneys fees) connected therewith, which may be imposed on Wittra and its Affiliates arising out of or related to Your alleged or actual use of, misuse of, or failure to use the Service, including without limitation: (a) any claim that Data is in violation of Section 7.1 and 7.2; (b) claims related to infringement or violation of intellectual property rights, privacy rights, trade secret or confidentiality rights of a third party (including any Users) by Data or any other data submitted to the Service through Your account; (c) any claim that You failed to obtain any necessary permit, license or consent in connection with the Agreement; and/or (d) if You are a Corporation, any claim that stems from Your violation or alleged violation of any of Your warranties under the Agreement. The Wittra Affiliates are Wittra’s officers, directors, shareholders, parents, subsidiaries, agents, successors and assigns.
17.2. In case of a claim by a third party in accordance with the indemnity obligations set forth above, Wittra shall promptly notify You in writing of the claim. Wittra reserves the right to, at its own cost, assume sole control of the defense of any such claim, including appeals, negotiations and any settlement thereof, in which case You will fully cooperate with us in asserting any available defenses.
18. LIMITATION OF LIABILITY
18.1. A party’s liability, per calendar year, for damages arising out of or related to this Agreement shall not exceed the aggregate amount actually paid by You for the Service during the twelve (12) months immediately preceding the date of the event that gave rise to such liability.
18.2. In no event will we be liable for any indirect damages of any kind, such as lost profits, loss of data, diminished production, costs of retaining another provider and similar costs or losses arising in connection with the Agreement or the usage of the Service.
18.3. The limitation of liability in this Section 18.1 does not apply in the event of personal injury, intent or gross negligence, nor shall it operate to restrict either party’s liability for any specific indemnity undertakings under Section 17; ; or any damage caused by breach of the confidentiality obligations set forth in Section 13.
18.4. Wittra will not be responsible for any compensation or damages arising in connection with Your inability to use the Service as a result of any termination or suspension of the Agreement or Your use or access to the Service.
19. TERM AND TERMINATION
19.1. The term of this Agreement (the “Term”) begins on the date You accept these Terms, either by clicking on the “I agree to Wittra’s Terms of Service” or similar button or check box presented in the online sign-up process on the Website or Platform, or as of the date You access or use the Service without creating an account. The Agreement will continue until You choose to terminate your , or until we terminate Your access to the Service in accordance with Subsection 8.2 or this Section 19. In the case You have created an account but have not placed an Order for a subscription to the Service within 12 months from the creation of the account, Wittra may delete Your account and Administrative Data and this Agreement will terminate automatically upon such deletion.
19.2. You may terminate Your Subscription to the Service and this Agreement at any time by written notice to us. The termination will take effect the day after the last day of the current Subscription Period. We do not provide refunds or credits for any partial Subscription Periods.
19.3. We may terminate Your subscription to the Service and this Agreement for convenience with three (3) weeks notice before the end of a payment period.
19.4. In addition to what is otherwise stated in the Agreement, either party may terminate the Agreement:
(a) If the other party is in material breach of any of its obligations under the Agreement and fails to remedy such breach within 14 days of written notice of the breach; or
(b) with immediate effect in the event the other party is placed into bankruptcy, commences composition negotiations, enters into liquidation, or might otherwise be deemed to have become insolvent.
If we suspend Your access to the Service in accordance with Section 8.2, You will be deemed to be in material breach of this Agreement.
20. EFFECTS OF TERMINATION
20.1. Upon the date of expiration or termination of Your subscription to the Service (“Termination Date”), (i) all rights granted herein shall terminate immediately; (ii) You shall immediately cease to use the Service and shall purge from Your systems and websites any trace of the Service; and (iii) You shall remit in full all payments due to Wittra according to the Agreement and Your subscription (i.e. we will not refund any Subscription Fees prepaid by You for a period following the Termination Date). Following such final payment, neither party will be entitled to receive any payment from the other party.
20.2. Notwithstanding the foregoing, Wittra will maintain Your account for a period of 12 months following the Termination Date. Unless You have entered into a new subscription to the Service within the 12-month period and subsequently a new agreement regarding the Service, Wittra will delete Your account and Administrative Data after the end of such 12-month period, unless Wittra is required to keep such information by law. After such period, the account and Administrative Data cannot be recovered or recreated.
21.1. We may send notices pursuant to this Agreement to Your email contact points provided by You. Such notices will be deemed given at the time we send the email. We may also give general notices regarding the Service and notices applicable to You by posting such notices on Your account.
21.2. If the last email address that You have provided to us is not valid, or for any reason is not capable of delivering to You any notices required or permitted by the Agreement, our dispatch of the email containing such notice will nonetheless constitute effective notice.
21.3. You may send notices pursuant to this Agreement to firstname.lastname@example.org and such notices will be deemed received 48 hours after they are sent.
23.2. Assignment. You may not assign this Agreement or give or transfer the Service, or any interest in the Service, without our express written consent. Except to the extent forbidden in this Subsection 23.2, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.
23.3. Force Majeure. Neither party shall be responsible for failure or delay of performance to the extent caused by a circumstance beyond the performing party’s reasonable control, including but not limited to acts of war, terrorism or sabotage; fires, floods, earthquakes and lightning strikes or other acts of nature; strikes or other labor disputes; or changes in regulations. This Subsection 23.3 does not excuse Your obligation to pay for the Services.
23.4. Publicity. Wittra has the right to reference Your company name and logo in any materials, presentations or media advertising or promoting You as a Service customer.
23.5. Severability. If any provision of this Agreement is found to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
23.6. Entire Agreement. This Agreement constitutes the complete agreement of the parties for the Services.