INET® NOW LICENSE AND SERVICES
Version 1.0, January 31, 2017
Thank you for your interest in Industrial Scientific Corporation (the "Licensor" or “ISC”) products and/or for downloading the "iNet® Now Sync" mobile device app and/or accessing or using the iNet Now activation website and /or iNet Now web application (including all improvements, updates, upgrades, and other modifications) (collectively, the iNet Now Sync mobile device app and iNet Now web application are referred to herein as the "Application") as the sole and exclusive means through which ISC provides access to iNet Now content and services (collectively, such content and services, together with the Application, are referred to herein as the "iNet Now Services"). Download, installation and use of the Application, and access to iNet Now Services, however accessed, are all offered to you, the individual user, by Licensor subject strictly to the terms and conditions set forth below.
ARBITRATION NOTICE: UNLESS YOU OPT-OUT AND/OR EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND ISC WILL BE RESOLVED BY MANDATORY, BINDING ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
1. GENERAL TERMS
1.1 Payment; Term. A minimum initial term of one (1) year (“Term”) shall apply to the iNet Now Services subscription, except in the case of existing iNet Exchange customers, whereby the term will be the term of a customer’s existing iNet Agreement. The rights granted hereunder are strictly contingent upon payment of applicable subscription fees when due. If you are a current iNet Exchange customer in good standing, your iNet Now Services-related fees are addressed in your iNet Exchange customer agreement. For other customers, you must make arrangements to pay iNet Now Services subscription fees at then-current rates when due. You have the option of paying by credit card or purchase order. If you are interested in paying by credit card, Licensor will follow up with you via telephone. No credit card information will be captured and/or stored on the iNet Now Services activation website. In terms of frequency, you may elect a recurring monthly charge over the Term or a one-time upfront fee for the Term, and we will invoice you accordingly. A recurring invoice may be set up monthly in arrears or quarterly, bi-annually, or annually in advance if a purchase order is issued. Licensor will invoice in accordance with the specific details listed on the purchase order. Please note that no third party billing systems will be used by Licensor to submit iNet Now Services invoices. All monthly subscription fees are paid monthly in arrears and are final and non-refundable once invoiced.
1.2 Licenses. Subject to the terms and conditions of this Agreement, Licensor hereby grants to you a personal, fully revocable, non-transferable, non-assignable, and non-exclusive license to (a) download, install and use the Application on a mobile device or on a personal computer that you own or control for the sole purpose of accessing the iNet Now Services, any upgrades, updates or corrections thereto provided by Licensor to you, if any, and related user documentation offered by Licensor to you; and (b) access and use the iNet Now Services exclusively through the Application. No access to iNet Now Services through any means other than the Application is granted hereunder. Licensor reserves the right to refuse access to the iNet Now Services to anyone for any reason at any time.
1.4 iNet Now Brand Materials. The iNet® and iNet® Now name and logo are trademarks and/or service marks of Licensor and may not be copied, imitated or used, in whole or in part, without the prior written permission of Licensor, except to the extent Licensor publishes brand use guidelines on Licensor’s web site from time to time.
1.5 Disclaimer; Nature of Services. THE INET NOW SERVICES, INCLUDING, WITHOUT LIMITATION, THE APPLICATION AND INET NOW CONTENT, IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER LICENSOR NOR ITS EMPLOYEES, MANAGERS, OFFICERS, AGENTS, LICENSORS, OR SUPPLIERS (COLLECTIVELY, THE "LICENSOR PARTIES") MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE APPLICATION; (B) THE INET NOW SERVICES; (C) THE INET NOW CONTENT; OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO, OR FROM, THE INET NOW SERVICES. IN ADDITION, THE ISC PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS. NOTHING HEREIN SHALL BE CONSTRUED AS A WARRANTY OF COMPATIBILITY WITH ANY PARTICULAR MOBILE/COMPUTING DEVICE, OPERATING SYSTEM, OR OTHER SOFTWARE RESIDENT ON YOUR DEVICE.
THE LICENSOR PARTIES DO NOT REPRESENT OR WARRANT THAT THE INET NOW SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE INET NOW SERVICES OR THE SERVER(S) THAT MAKES THE INET NOW SERVICES AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS. THE LICENSOR PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE INET NOW SERVICES IS TRUE, VALID, ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE INET NOW SERVICES IS AT YOUR SOLE RISK AND YOU EXPRESSLY ASSUME AND HEREBY EXPRESSLY RELEASE THE LICENSOR PARTIES FROM ALL LIABILITY, IN TORT, CONTRACT OR OTHERWISE, INCURRED IN CONNECTION WITH THE USE OF THE INET NOW SERVICES. THE LICENSOR PARTIES DO NOT WARRANT THAT YOUR USE OF THE INET NOW SERVICES IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE LICENSOR PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES.
BY ACCESSING OR USING THE SERVICE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICE.
IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE INET NOW SERVICES OR WITH THE DELAY OR INABILITY TO USE THE INET NOW SERVICES, OR RELATING TO OR ARISING FROM LICENSOR’S PROVISION OF REPORTS, DATA OR INFORMATION, OR FAILURE TO PROVIDE OR DELAY IN PROVIDING SUCH REPORTS, DATA OR INFORMATION TO YOU, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, THAT THE USE OF THE INET NOW SERVICES DOES NOT INFRINGE ON ANY PATENT OR COPYRIGHT OF ANY THIRD PARTY.
1.7 Username/Password. You may be asked to create a username and password (combined, the “User Identity”). You shall hold and secure any such User Identity as strictly confidential. Third parties with knowledge of your User Identity can gain access to your account information and take other actions for which you will be held accountable and liable. Licensor is entitled to, and will, assume that any person using the iNet Now Services under your User Identity is you and will hold you liable and responsible for all actions and/or statements made under your User Identity. Licensor shall not be responsible whatsoever in the event that your User Identity is used by an unauthorized entity or misappropriated by a third party. We reserve the right to refuse or reject any username for any reason and/or force forfeiture of any username at any time for any reason.
If you provide any information that is untrue, inaccurate, not current or incomplete, Licensor has the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).
1.8 No Right To Continued Service. Licensor reserves the right to amend iNet Now Services and/or the interface, functionality and/or operation of iNet Now Services at any time and without prior notice. At any time without notice, Licensor may add, delete or disable content, and/or add, delete, disable or modify some or all of the iNet Now Services, at its sole election, and you acknowledge: (1) that you may no longer be able to use the iNet Now Services to the same extent - or at all - as prior to such change or discontinuation, and (2) that Licensor shall have no liability to you in such case. In no event will Licensor be liable for the removal of or disabling of access to any content, materials or functionality. Licensor may also impose limits on the use of or access to certain features or portions of the content, other aspects or components of the iNet Now Services, in any case and without notice or liability.
1.9Google Maps. iNet Now Services utilize the Google Maps service provided by Google, Inc. ("Google"). By using iNet Now Services, you agree and acknowledge that use of Google Maps functionality integrated into the Application is subject to the Google Maps/Earth Terms of Service (https://developers.google.com/maps/terms).
2. OWNERSHIP AND INTELLECTUAL PROPERTY
2.2 Copyright. Unauthorized use of any material accessed through or contained on the iNet Now Services, may violate copyright laws, trademark laws, trade secret laws, the laws of privacy and publicity, and other regulations and statutes. iNet Now Content is owned by Licensor and/or its licensors, and content providers and is protected by applicable domestic and international copyright laws. The compilation of all iNet Now Content through the iNet Now Services and its presentation through the Application is the exclusive property of Licensor and protected by U.S. and international copyright laws. Text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, presented on or through the iNet Now Services is Copyrighted by Industrial Scientific Corporation, all rights reserved. Any rights not expressly granted to you herein are reserved. Any violation of copyright laws may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.
2.3 Trademark. “iNet”, “iNet Now”, the iNet Now logo, and all graphics, logos, page headers, titles, button icons, scripts, service names and other trademarks and service marks on the iNet Now Services are trademarks, trade dress and service marks belonging to Licensor or its licensors (the "Licensor Marks"). Licensor Marks may not be used in connection with any product or service that is not related to Licensor or the iNet Now Services, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Licensor or the iNet Now Services. Licensor Marks may not be copied, imitated or used, in whole or in part, without prior written permission from Licensor. All other trademarks not owned by Licensor that appear via the iNet Now Services are the property of their respective owners, who may or may not be affiliated with, connected to, sponsor, or sponsored by Licensor. Any product, service, or trade name other than those owned by Licensor that identify a third party as the source thereof may, even if not so indicated, be the service mark or trademark of that respective entity or individual. Any unauthorized use of the Licensor Marks or any third party trademark is strictly prohibited.
3. TERMINATION AND INDEMNITY
3.2 Indemnity. You hereby agree to indemnify, defend and hold harmless Licensor and its affiliates from and against any and all liability and costs incurred by Licensor or the affiliates in connection with any claim arising out of (i) any breach or alleged breach of any of your obligations set forth herein; (ii) your access to or use of the iNet Now Services; or (iii) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities. You shall cooperate as fully as reasonably required in the defense of any claim. Licensor reserves the right, at its own expense, but is not obligated, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Licensor.
4. ACCEPTABLE USE POLICY
5.9 Events Beyond Licensor's Control. Licensor will use reasonable efforts to keep the iNet Now Services available for your use; however, Licensor cannot and will not be responsible for any loss or unavailability of access to iNet Now Services that results from any cause including a cause over which it does not have direct control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, wireless data or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, or governmental restrictions.
5.10 Descriptive Headings. The headings of the various sections herein are for convenience of reference only and shall not define, limit or otherwise affect any of the terms or provisions hereof.
5.11 Mandatory Arbitration.
You may opt out of this agreement to arbitrate. If you do so, neither you nor Licensor can require the other to participate in an arbitration proceeding. To opt out, you must notify Licensor in writing within 30 days of the date that you first became subject to this arbitration provision. You must use this address to opt out:
Industrial Scientific Corporation
1 Life Way
Pittsburgh, PA 15205
Attention: Legal Department
You must include your name and residence address, an email address, and a clear and specific statement that you want to unconditionally opt out of this arbitration agreement.
If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration section will be null and void. This arbitration agreement will survive the termination of your relationship with Licensor.
THIRD PARTY LEGAL TERMS INCORPORATED BY REFERENCE:
Apple. In addition to terms and conditions set forth elsewhere in this Agreement, Apple, Inc. ("Apple") also requires that this Agreement between you and Licensor include the following:
(a) Acknowledgement. You and Licensor each hereby acknowledge that this Agreement is concluded between You and Licensor only, and not with Apple. Licensor, not Apple, is solely responsible for the iNet Now Sync mobile app licensed hereunder and the content thereof.
(b) Supplemental License Terms for Licensed Works acquired through Apple App Store: For Licensed Works acquired through the Apple App Store, your internal use licensed hereunder is limited to use of the Licensed Work on any Apple-branded product that you own or control and as may be further permitted by the Apple Usage Rules set forth in the Apple App Store Terms of Service, except that such Licensed Work may be accessed, acquired, and used by other accounts associated with the purchaser via Family Sharing or volume purchasing.
(c) Maintenance and Support. Licensor is solely responsible for providing maintenance and support services with respect to the iNet Now Sync mobile app as required under applicable law, if any. You and Licensor each hereby acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iNet Now Sync mobile app.
(d) Warranty. Licensor shall be solely responsible for any product warranties not effectively disclaimed hereunder. Notwithstanding anything to the contrary herein, and without limiting the disclaimers and limitations set forth in this Agreement, in the event of any failure of the iNet Now Sync mobile app to conform to any such applicable warranty, you may notify Apple, and Apple will refund the purchase price for iNet Now Sync mobile app to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iNet Now Syncmobile app, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Licensor's sole responsibility.
(e) Product Claims: To the extent you, or any third party, has any claims relating to the iNet Now Sync mobile app or your possession and/or use of the iNet Now Sync mobile app including, but not limited to: (i) product liability claims; (ii) any claim that the iNet Now Sync mobile app fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, you and Licensor each acknowledge that Licensor, not Apple, is responsible for addressing any such claims, subject to the terms and conditions set forth in this Agreement and subject to applicable law.
(f) Intellectual Property Rights. In the event of any third party claim that the iNet Now Sync mobile app or your possession and use of that Licensed iINet Now Sync mobile app infringes that third party’s intellectual property rights, as between Licensor and Apple, it is Licensor, not Apple, who will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim arising under this Agreement or applicable law.
(g) Legal Compliance. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country or region of a country that has been embargoed; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
(h) Developer Name and Address. All end-user questions, complaints or claims with respect to the iNet Now Sync mobile app should be directed to Licensor at the addressed to Industrial Scientific Corporation Support, 1 Life Way, Pittsburgh, Pennsylvania 15205, USA, or via e-mail at ISClegal@indsci.com.
(i) Third Party Terms of Agreement. You must comply with applicable third party terms of agreement when using the iNet Now Sync mobile app.
(j) Third Party Beneficiary. You and Licensor each acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary to this Agreement.