IN THE ABSENCE OF A CUSTOM SERVICES AGREEMENT, THIS UBIDOTS TERMS OF SERVICE(S) AGREEMENT (“AGREEMENT”) GOVERNS USE OF UBIDOTS SERVICES (“SERVICES”) IN ACCORDANCE WITH TERMS SET FORTH BELOW. BY SIGNING UP FOR SERVICES BY EMAIL AND WITH AN UBIDOTS REGISTERED USERNAME, YOU (“USER”) AGREE TO THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT IN WHICH CASE THE TERMS “YOU,” “USER”, OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE(S).
You may not use the Services if You are Ubidots direct competitor, except with Ubidots prior written consent. In addition, You may not access the Online Services, under any circumstances, for the purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes.
This Agreement was last updated on May 20th, 2018. It is effective between You and UBIDOTS as of the date of Your acceptance of this Agreement and during each instance of SERVICE use.
As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data; Our Confidential Information shall include Our Online Services; and Confidential Information of each party shall include the terms and conditions of this Agreement, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.
Except as otherwise permitted in writing by the Disclosing Party: (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors, licensees, and agents who need such access for purposes consistent with this Agreement.
The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
Users shall not: (i) permit any third party to access the Online Services except as permitted herein; (ii) create derivative works based on the Online Services; (iii) copy, frame, or mirror any part or content of the Online Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes; (iv) reverse engineer the Online Services; (v) access the Online Services in order to build a competitive product or service or to copy any features, functions, or graphics of the Online Services; (vi) use the Online Services to store or transmit infringing, libelous, or otherwise unlawful or tortuous material, or to store or transmit material in violation of third-party privacy rights; (vii) use the Online Services to store or transmit malicious code or malware, or to engage in phishing or other fraudulent activity; (viii) interfere with or disrupt the integrity or performance of the Online Services or third-party data contained therein; or (ix) attempt to gain unauthorized access to the Online Services, Our systems, Our data, or networks.
User shall: (i) be responsible for Your compliance with this Agreement; (ii) be solely responsible for the accuracy, quality, integrity, and legality of and for the means by which You acquired Your Data and Your Application Resources; (iii) enter into Ubidots-approved agreements with Your Partners and Customers excluding warranties and limiting the liability of Ubidots due to their use of the Online Services; (iv) use commercially reasonable efforts to prevent unauthorized access to or use of the Online Services and notify Ubidots promptly of any such unauthorized access or use; (v) use the Online Services only in accordance with applicable laws and government regulations; and (vi) provide Ubidots with complete and accurate contact information.
Subject to the limited rights expressly granted hereunder, Ubidots reserves all rights, title, and interest in and to Our Online Services and other Proprietary Software, including all related intellectual property rights subsisting therein. We grant no rights to You hereunder other than as expressly set forth herein.
What Ubidots Licenses to Users: Ubidots grants you a worldwide license during the term of this Agreement to use the Services to collect and view Your Data.
What you License to Ubidots: You grant us a worldwide license to use, reproduce, transmit, display, and adapt Your Data and Your Application Resources solely as necessary for Ubidots to provide the Online Services in accordance with this Agreement.
You grant us a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into our Online Services any suggestions, enhancement requests, recommendations, or other feedback provided by You relating to the Online Services.
Property Rights Retained by Ubidots
You acknowledge that Ubidots may incorporate certain computer code, methods, inventions, concepts, and know-how into any source code, compiled code, custom software, or other programming or design work delivered by Ubidots to You (“Deliverables”) that were not or will not be created solely for use in or with such Deliverables. You acknowledge that such code, methods, inventions, concepts, and know-how will not become Your property, and that the rights therein are part of Ubidots stock in trade and general know‑how that will remain Ubidots sole and unencumbered property, without any claim of Yours thereto, other than a perpetual paid-up license to use the same as incorporated in, and only as incorporated in, the Deliverables or any derivatives thereof.
You expressly acknowledge that existing proprietary software of Ubidots and software of third parties, which is provided by Ubidots for use in conjunction with any Deliverables (including subsequent versions of proprietary software of Ours, or third-party software, and enhancements thereof provided by Ubidots), is and will remain the sole and exclusive property of Ubidots or such third parties, subject only to Your rights pursuant to license agreement(s) for such software.
If you visit the Site or are subscribed to and use our Service, the Service will collect information that relates to your use of the Service and may be utilized by 3rd party Service Providers including but not limited to providers of hosting services, email marketing platforms, payment processors, and security/fraud prevention companies submitted through the Site. These Service Providers may have access to your information for the limited purpose of providing the services we have contracted with them to provide.
Ubidots may collect some, all, or none of the following information:
Name, address, telephone number, business name, and email address
Log-in credentials, if you create an account
Information about purchases or other transactions with us
Information about your customer service and technical support interactions with us
Any other information you choose to provide to us in connection with your use of the Service
Ubidots only uses Users personal information to provide the User with Ubidots services or to communicate with the User about service(s) or the Site. With respect to the any type of data user may choose to upload or visualize to/with Ubidots, WE take the privacy and confidentiality of such data seriously, and store said data securely in renowned cloud providers such as, IBM Bluemix and employ industry standard techniques to protect against unauthorized access of data, including but not limited to User personal information. Ubidots does not share personal information without your consent, unless:
Doing so is appropriate to carry out Your own request;
Ubidots believes it's needed to enforce our Terms and Conditions of Service, or it is legally required;
we believe it's needed to detect, prevent or address fraud, security or technical issues;
otherwise protect our property, legal rights, or that of others.
Ubidots and User are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Users are in no way authorized to make any license, contract, agreement, warranty, or representation on behalf of Ubidots, nor to create any obligations, expressed or implied, on behalf of Ubidots except to the extent and for the purposes expressly provided for and set forth herein.
Ubidots may contact User, by email or other means provided by User. For example, Ubidots may send promotional emails relating to Ubidots or its Partners or communicate with User about his/her use of the Website. Ubidots may also use technology to alert Ubidots via a confirmation email when you open an email from us. Users can modify the Website email notification preferences by clicking the appropriate link included in the footer of email notifications. Communication with Ubidots may be terminated by Ubidots or the User at any time and without cause.
Other than any express warranties or service level agreements made in subsequent paragraphs in this section, excluding events in which Ubidots and User have mutually signed and dated superseding contract for SERVICE. Ubidots make NO WARRANTIES OF ANY KIND, whether implied statutory, or otherwise, and we specifically disclaim all implied warranties, including any warranties of merchantability or fitness for a particular purpose, to the maximum extent permitted by applicable law. In addition, Ubidots makes no warranties regarding any third-party software or products provided to ou used by User. Without limiting the generality of the foregoing, we do not represent or warrant that your use of the ONLINE SERVICES will meet your requirements or that you use of the ONLINE SERVICES will be uninterrupted, timely, secure, or free from error.
Except for breaches of confidentiality and indemnification obligations in section: INDEMNITY below, each party hereto: (I) expressly waives any and all claims against the other for consequential, incidental, or special damages (including, without limitation, claims for lost profit, revenues, data, or interruptions in service) arising out of or related to the provisions of any services or work product pursuant to this agreement; and (II) expressly agrees the maximum liability for Ubidots with respect to any claim related to this agreement or the SERVICES hereunder will be limited to the lesser of the amount of fee received by Ubidots for SERVICES in the preceding 6 months, or $1,500.
Each party will INDEMNIFY, defend, and hold the other harmless from any against any and all claims, damages, and the expenses (including reasonable attorneys’ fees and cost of litigation) by any third party resulting from any acts or omissions of the INDEMNIFYING party relating to its activities in the connection with this agreement, their breach of this agreement, or their misrepresentations relating to the other party, the services, or this agreement, regardless of the form of action.
This Agreement commences on the date User accepts it and continues until terminated by either party in accordance with this Agreement. Upon any termination of USER subscription to the Online Services, this Agreement shall also terminate, subject to the Surviving Provisions.
UPON ANY TERMINATION OF YOUR SUBSCRIPTION TO THE ONLINE SERVICES, YOUR INFORMATION AND OTHER MATERIALS DEVELOPED BY YOU USING THE ONLINE SERVICES MAY BE PERMANENTLY LOST.
You may terminate Your subscription to the Online Services without cause at any time upon written request to Ubidots. Such requests shall be deemed accepted by a written response verifying Ubidots received and acknowledged Your request or by executing the “Delete my account” function in each user’s My Profile options included in SERVICES).
We may terminate Your subscription to the Online Services at any time without cause upon 30 days’ written notice to You, or automatically if you fail to comply with any term or condition of this Agreement.
In the event of termination, any fees unpaid and outstanding are to be settled and paid to Ubidots within 30 days of agreement termination.
The following sections shall survive any termination or expiration of this agreement: Property Rights Retained by Ubidots, Our Proprietary Software, Warranties, Limitation of Liability, Indemnity, and General Provisions.
As part of the normal process of operating and updating the Online Services, We reserve the right at any time and from time to time to enhance, amend, or modify the features of the Online Services (or any part thereof) with or without notice. Notwithstanding the foregoing, We will use commercially reasonable efforts to notify User in writing of any major change to the Service that is known to have a substantially negative material impact to You.
The Services being subscribed to, and their associated fees and engagement levels, are described at https://ubidots.com/pricing.
The Online Services are billed for on a monthly basis and are non-refundable. There are no refunds or credits for partial months of service, plan downgrades, or refunds for months unused. You are responsible for paying all charges in accordance with the use of the Online Services associated with Your Data and Your Application Resources, even if you did not use or authorize the use of the Online Services. If You cancel Your subscription to the Online Services before the end of the current month, User cancellation will take effect immediately and You will not be charged again with exception only that You shall be responsible for all charges already incurred or rendered from SERVICES.
We may choose to bill for Online Service Fees through an invoice, in which case, full payment for invoices issued in any given month must be received by Ubidots 30 days after the date of the invoice, or the Online Services may be terminated or suspended as soon as one day after the date due as indicated on the invoice. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. You have 30 days after receiving the invoice to dispute any charges. Agreed-upon changes to a past invoice will be reflected in the next applicable invoice to User.
If payment has been authorized by credit card, no additional notice or consent will be required for billings to that credit card for all amounts (including late charges and termination fees).
To verify payment method validity, Ubidots may choose to issue an advanced payment in the amount equal to or less than a first month’s billing period. Thereafter, any usage of Online Services, in any capacity, is subject to Online Service Fees.
We reserve the right to annually change our Fees (“Fee Changes”) for all Services, including but not limited to monthly subscription plan fees to the Online Services, upon 30 days’ notice via email from Ubidots.
In the event any Fee Changes reflect a reduction in month-over-month fees to User, may be applied by Ubidots in the best interest of the client with all due respect and in good faith to improve the User financial commitment to Ubidots based on the terms herein.
Any opposition or objection of a Fee Change is to be submitted to Ubidots in writing at firstname.lastname@example.org within 90 days of receipt of notifying communication from Ubidots to User or receipt of first invoice containing Fee Change, which ever is to happen sooner. Each fee objection will be addressed individually by Ubidots on a case-by-case basis and dealt with discretion and respect to User and the terms herein.
User will pay any and all applicable taxes, however designated, incurred as a result of or otherwise in connection with this Agreement or the Services, excluding taxes based on Our net income.
Minors and children are not advised to not use Ubidots without parental consent. By using the Website, users represent that they have the legal capacity to enter into this binding agreement, regardless of age and authority.
Notices: Any notice to be given under this Agreement will be sufficient if in writing electronically or physical and sent by email, certified or registered mail or delivered by courier to the addresses set forth at the beginning of this Agreement. A party’s address, digital or otherwise, or designee for purposes of any notices may be changed by written notice to the other party.
Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, either written or oral, concerning its subject matter.
Govern law: This Agreement, and any disputes arising out of or related hereto, shall be governed exclusively by the internal laws of the State of Delaware, without regard to their conflicts of laws rules.
Venue; Waiver of Jury Trial: The state and federal courts located in Wilmington, Delaware, USA shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
Export compliance: Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services.
Assignment: Neither party may assign any interest in this Agreement or any of its duties or rights under this Agreement without the prior written consent of the other except that: (i) each party may assign its rights and obligations to an Affiliate of such party upon advance written notice to the other; and (ii) either party may assign its rights and obligations upon advance notice to the other in connection with any merger, acquisition, or sale of all or substantially all of its assets.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Proprietary Software” means the software that is developed, licensed, or purchased by Ubidots, and includes our Online Services in entirety and other software that can be deployed onto embedded systems, computers, handheld systems, and servers.
“Services” means Online Services and when requested, contracted, and agreed upon accommodating development operations to Ubidots services as extension of services provided by Us.
“We,” ” Us,” ” Our,” “Company” or “Ubidots,” means IoT Services, a Delaware Limited Liability Corporation with a place of business at 8622 NW 112th Court, Doral, Florida 33178, United States of America and accompanying offices at Cra. 43A # 1 - 85 Office 404, 050022, Medellín, Colombia.
“You,” “Your,” or “User” means: (i) the company or other legal entity for which you are accepting this Agreement and Affiliates of that company or entity; or (ii) an individual, in the case of a non-legal entity as defined in the registration information provided to Us.
“Your Application Resources” means a web, server, personal computer, or handheld application and related configuration parameters, that We, You, and/or a third party acting on Your behalf create and that interoperates with the Services.
“Your Data” means all electronic data or information submitted by You, or by devices owned by You or Your Customers or Your Partners, to the Online Services.
“Your Partners” and “Your Customers” means any individuals or entities that are neither You nor your Affiliates, but who use the Online Services while associating with Your services and services provided Ubidots.