pp-Code product (Watchman) is IoT based sensor and provides logs and alerts on temperature, humidity, gas, water etc. The product comes with an option to subscribe for additional service features.
pp-Code also offers a service that enables its customers generate an authorization to be retrieved by an authorized person, at right place and at right time (per service setup). The validation of the authority and authorization is limited to pp-Code service offering, described and accepted by customer at the sign-up.
pp-Code provides its products and services subject to the terms and conditions contained in these Terms of Service (this "Agreement"). To become eligible to use pp-Code services under this Agreement, you must review and accept the terms of this Agreement by clicking on the "I Accept" button or other mechanism provided.
Please review the terms of this Agreement carefully. Once accepted, this Agreement becomes a binding legal commitment. If you have any questions, you can reach the pp-Code team at firstname.lastname@example.org.
"Customer" means the individual accepting the terms of this Agreement or the entity such individual represents, as applicable.
"Customer Data" means data and other information made available to pp-Code through the use of the pp-Code services under this Agreement, including call records, audio recordings, recording transcriptions, SMS records, and SMS message content.
"End User" means an end user of a pp-Code service.
"Rate Schedule" means the schedule of fees located at pp-Code.com/services-signup, as such may be updated from time to time.
"pp-Code Acceptable Use Policy" means certain terms and conditions relating to the use of the pp-Code Services, as such may be updated from time to time.
"pp-Code Services" means the services provided by pp-Code to Customer under this Agreement, including all programs, features, functions and report formats, and subsequent updates or upgrades of any of the foregoing made generally available by pp-Code, including without limitation of any software provided to Customer in connection with its use of the pp-Code Services.
2. pp-Code Customer Program and Services
Provision of Services. pp-Code will make the pp-Code Services available to Customer in accordance with the SLA and, as applicable, the Support Terms. Subject to the terms and conditions of this Agreement, pp-Code grants Customer a non-exclusive, revocable right to offer and make the pp-Code Services available to End Users in connection with the use of each pp-Code services
Data Storage. Customer acknowledges that, unless expressly agreed otherwise in a writing signed by Customer and pp-Code, data storage is not guaranteed by pp-Code and agrees that pp-Code shall not have any liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Customer may incur with respect to the loss or deletion of Customer Data.
Use of pp-Code Services. Customer will be solely responsible for all use (whether or not authorized) of the pp-Code Services and Documentation under its account, including for the quality and integrity of Customer Data and each pp-Code service. Customer will ensure that it has a written agreement with each End User ("End User Agreement") that enables pp-Code to use all Customer Data as necessary to provide the Services and that protects pp-Code's rights to the same extent as the terms of this Agreement. The End User Agreement must include terms concerning restrictions on use, protection of proprietary rights, disclaimer of warranties and limitations of liability. pp-Code agrees that, subject to the foregoing requirements, the End User Agreement need not specifically refer to pp-Code. Customer will promptly notify pp-Code if it becomes aware of any breach of the terms of the End User Agreement that may affect pp-Code. Customer will take all reasonable precautions to prevent unauthorized access to or use of the pp-Code Services and notify pp-Code promptly of any such unauthorized access or use.
Restrictions. Customer will not transfer, resell, lease, license or otherwise make available the pp-Code Services to third parties. In any event, Customer will not offer the pp-Code Services on a standalone basis. Customer will not use the pp-Code Services to access or allow access to Emergency Services. Customer will ensure that the pp-Code Services provided here under are used in accordance with all applicable laws, regulations and third party rights, as well as the terms of this Agreement, including pp-Code's Acceptable Use Policy, which is hereby incorporated into this Agreement. Specifically and without limitation, Customer will ensure that pp-Code is entitled to use the Customer Data as needed to provide the pp-Code Services and will not use the pp-Code Services in any manner that violates any data protection statute, regulation, order or similar law.
Changes to Service. Customer acknowledges that the features and functions of the pp-Code Services and the terms of the SLA may change over time. Although pp-Code endeavors to avoid changes to the pp-Code services that are not backwards compatible, if any such changes become necessary, pp-Code will use reasonable efforts to notify Customer at least 60 days prior to implementation and to provide information required for Customer to continue to use the Services.
Fees. Customer agrees to pay the usage fees set forth in the Rate Schedule. In addition, if applicable, Customer agrees to pay any applicable support fees in connection with Customer's order of any support services pursuant to the Support Terms.
Net of Taxes. Unless otherwise stated in the Rate Schedule, all applicable federal, state or local taxes and all use, sales, commercial, gross receipts, privilege, surcharges, or other similar taxes, license fees and surcharges, whether charged to or against pp-Code, will be payable by Customer. Customer will not withhold any taxes from any amounts due to pp-Code.
Invoicing. Subject to certain credit requirements as determined by pp-Code, pp-Code may agree to allow Customer to pay amounts due here under in arrears. In such event, Customer will make all of the payments due here under within 30 days of the date of the invoice. If Customer is overdue on any payment and fails to cure such non-payment within 10 days of written notice of the non-payment, then pp-Code may assess and Customer will pay a late fee of the lesser of 1% per month or the maximum amount allowable by law.
Disputes. Customer will notify pp-Code in writing in the event Customer disputes any portion of any fees paid or payable by Customer under this Agreement. Customer will use reasonable efforts to provide such notice to pp-Code within 60 days of the applicable charge and the parties will work together to resolve the applicable dispute promptly. Upon expiration of the 60-day period described in this Section, Customer will not be entitled to dispute any fees paid or payable by Customer.
Suspension. Customer acknowledges that, in the event Customer's usage exceeds the amounts prepaid by Customer or any other failure to pay amounts due as described in this Section, pp-Code will be entitled suspend the pp-Code Services associated with Customer's account without prior notice to Customer. pp-Code will not have any liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Customer may incur with respect to any suspension of pp-Code Services pursuant to this Section.
PP-CODE HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES RELATED TO THIRD PARTY EQUIPMENT, MATERIAL, SERVICES OR SOFTWARE. PP-CODE'S SERVICES AND PROPERTIES ARE PROVIDED "AS IS" TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE EXTENT SUCH DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
5. Exclusion of Damages; Limitation Of Liability
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL PP-CODE BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF PP-CODE HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL PP-CODE BE LIABLE TO CUSTOMER FOR ANY DIRECT DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER DURING THE TWELVE MONTHS PRECEDING THE INCIDENT OR CLAIM.
THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.
THE PP-CODE SERVICES ARE NOT INTENDED TO SUPPORT OR CARRY EMERGENCY CALLS TO ANY EMERGENCY SERVICES. NEITHER PP-CODE NOR ITS REPRESENTATIVES WILL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY CLAIM, DAMAGE, OR LOSS (AND CUSTOMER WILL HOLD PP-CODE HARMLESS AGAINST ANY AND ALL SUCH CLAIMS) ARISING FROM OR RELATING TO THE INABILITY TO USE THE PP-CODE SERVICES TO CONTACT EMERGENCY SERVICES.
Term. The term of this Agreement will commence on the date this Agreement is accepted by Customer and continue for a period of twelve months. This Agreement will automatically renew for additional one-year terms unless either party provides notice of non-renewal no less than 60 days prior to the end of a renewal term.
Termination. Either party may terminate this Agreement for any reason upon 180 days written notice to the other party. Either party may also terminate this Agreement in the event the other party commits any material breach of this Agreement and fails to remedy such breach within 5 days after written notice of such breach. pp-Code may also suspend the pp-Code Services immediately upon notice for cause if: (a) Customer violates (or gives pp-Code reason to believe it has violated) any provision of the pp-Code Acceptable Use Policy; (b) there is an unusual spike or increase in Customer's use of the pp-Code Services for which there is reason to believe such traffic or use is fraudulent or negatively impacting the operating capability of the pp-Code Services; (c) pp-Code determines, in its sole discretion, that its provision of any of the pp-Code Services is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason; or (d) subject to applicable law, upon Customer's liquidation, commencement of dissolution proceedings, disposal of Customer assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if Customer become the subject of bankruptcy or similar proceeding.
Assignment. Customer will not assign or otherwise transfer this Agreement, in whole or in part, without pp-Code's prior written consent. Any attempted assignment, delegation, or transfer in violation hereof will be null and void.
Amendment. pp-Code may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. pp-Code will notify Customer not less than 10 days prior to the effective date of any such amendment and Customer's continued use of the pp-Code Services following the effective date of any such amendment may be relied upon by pp-Code as Customer's consent to any such amendment. pp-Code's failure to enforce at any time any provision of this Agreement does not constitute a waiver of that provision or of any other provision of the Agreement.
Unenforceability. In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect.
Force Majeure. A party is not liable under this Agreement for non-performance caused by events or conditions beyond that party's control (each, a "Force Majeure Event") if the party makes reasonable efforts to perform. Either party may terminate this Agreement on written notice to the other party if the Force Majeure Event continues more than 30 days.