Proof of Concept Terms and Conditions
TERMS AND CONDITIONS OF USE OF SENSIO AIR DEVICES AND PRODUCTS
1. GENERAL OVERVIEW
By using WLAB LTD’S products, you agree to the conditions below, any breach to these conditions could damage the equipment, present an attempt to reverse engineer the technology or be dangerous for the user.
The user acknowledges that in the case of a breach this may cause WLAB LTD the loss of capital, intellectual property or cause damage to the equipment itself.
The terms of this agreement are between WLAB LTD, a UK Limited company and the user, the company of the user, any aﬃliate, subsidiary or part of the company group worldwide, employee or consultant.
The usage of the device is to be limited to the employees, of the company that has signed and approved:
The Non-Disclosure agreement
The terms and conditions agreement
The commercial agreement
2. AGREEMENT TO PROVIDE THE SERVICE
Until this Agreement is terminated, cancelled, or rescinded pursuant to its terms, WLAB, LTD agrees to provide to you its product, on the terms and conditions set forth herein. You represent, warrant, and covenant that you are, and will continue to be during the term of this Agreement, eligible to receive the products and will only use the product as permitted by the terms of this Agreement.
WLAB LTD is not obligated to provide customer support for, and shall not be responsible or liable for, any malfunction or failure of the product or any damages resulting from your failure to implement the Software in accordance with WLAB, LTD Instructions.
Each time you use the Product, the current version of the Agreement will apply for your use of the Software. Accordingly, you should periodically check the date of the Agreement and review any changes since the last version. If you do not agree with the Agreement at any time, please cease use of the Product.
3. CONDITIONS OF OPERATION OF THE DEVICE
The devices must be connected to a secured Wi-Fi connection that is unmonitored and without attempts to intercept the data transmitted. Should the connection be monitored this will constitute a breach of the conditions of use and such breach shall be subject to termination of the contract and forfeiture of any payment received by WLAB, LTD
Devices are to be operated at indoor room temperatures and in reasonable condition for human dwellings. The devices are not to be exposed to water, extreme humidity or steam. Should the devices be exposed to high pollution or dusty environments, they might not operate normally and might require frequent cleaning.
The devices rented might be prototypes and haven’t yet undergone certification should any issue arise from their usage you agree to not hold Wlab Ltd liable and you will only use them to test and validate the proof of concept for the biological particle identification that are larger than 2.5 microns.
The results that are provided by the devices sent by WLAB LTD are meant to categorize and identify by class: Pollen, Mold, Dust Mites and Pet Dander and is limited to the number of particles currently identified by the scientists of WLAB LTD.
The level of accuracy of each of the identification varies between 65% and 90% and the results might be inconclusive in certain instances.
All device require a secured unmonitored Wi-Fi connection setup and pre-authorization with the account setup and email confirmation. The devices are powered with one or two USB plugs with steady power.
All device setup and operation requires the completion of a form in order to confirm the conformity of operation.
The device particle sensor should not be exposed to direct and bright light and might not operate normally when in presence of certain sources of light that interfere with light analysis.
4. SENSORS AND HARDWARE
The allergen-tracking sensor may monitor but is not limited to the following particles:
- Pet Dander
- Dust Mites
- Storage of other particles not currently in our database for up to 3 months.
The pollution-tracking device may monitor but is not limited to the following parameters:
- Normal Temperature
- Relative Humidity
- Normal Noise (dB)
5. USER RIGHTS AND LIMITATIONS
By accessing and using, the Products,
Comply with applicable laws
Comply with any codes of conduct or other notices provided by WLAB, LTD;
Promptly notify WLAB LTD if it learns of a security breach or unauthorized access to the Software
Client may not:
Use the Products in any way that harms WLAB or its Affiliates, resellers, distributors and/or vendors, or any customer of a WLAB party or the Product or other Users of the Product;
Engage in, facilitate, or further unlawful conduct;
Damage, disable, overburden or impair the Product;
Resell or redistribute the Product, or any part of the Product, unless Client has a contract with WLAB that permits it to do so;
Use any unauthorized means to modify or reroute, or attempt to modify or reroute, the Products or work around any of the technical limitations in the Product;
Modify, create derivative works from, reverse engineer, decompile or disassemble or otherwise attempt to discover any trade secret contained in the Product or in any technology, or system used by WLAB in connection with providing the Software, except and only to the extent that applicable law expressly permits Customer to do so despite this limitation;
Copy any ideas, features, functions or graphics of the Products.
6. CONDITIONS OF USAGE OF THE APIS, SOFTWARE AND INTERFACES
Each sensor reading will be sent to the servers of WLAB LTD and could be used for data analysis, data aggregation, and oﬀering recommendations or for any of the following actions:
Analysis and identification of the collected particles
Generation of the Sensio Air index.
Generation of custom recommendation based on the particle levels
All interface, data usage or distribution of the data is a the sole discretion of WLAB LTD , data can only be used by the “User” after written consent by WLAB LTD.
Historical data oﬀered by WLAB LTD can cover 3 months can be requested, however WLAB LTD gives no guarantees of the safe keeping of the information, information can be discarded at the sole discretion, and remains the sole ownership of WLAB LTD. WLAB LTD may keep the collected data indefinitely.
7. OWNERSHIP OF THE HARDWARE DATA AND SOFTWARE
The device, software and data will remain the sole property of WLAB LTD.
8. INTELLECTUAL, ARTISTIC AND INDUSTRIAL PROPERTY
All intellectual, artistic and industrial property will remain the sole property of WLAB LTD, all developments and technology, process, methods or tools are the property of WLAB LTD.
The user understands that WLAB LTD has disclosed or may disclose intellectual, business, technical or financial information. The user agrees to take all necessary precautions to protect such proprietary information, and not to disclose or expose to any third person, company any of such Proprietary Information.
Notwithstanding anything to the contrary in this Agreement, WLAB LTD retains ownership of all right, title and interest to the intellectual property rights (including without limitation, all patent rights, design rights, copyrights and trade secret rights) of the WLAB LTD Software/Hardware , the Software/Hardware and technology upon which is it based, and any suggestions, ideas, enhancement requests, feedback, test results, recommendations, modifications, improvements or other information provided by Customer relating to the Services. All rights not expressly granted herein are retained by WLAB LTD. Customer hereby assigns to WLAB LTD Customer’s entire right, title and interest in any suggestions, ideas, enhancement requests, feedback, test results, recommendations, modifications or improvements to the Software/Hardware or the WLAB LTD Software/Hardware which Customer may propose or make or which Customer and WLAB LTD may jointly make.
9. CONDITION OF USAGE
The user is only authorized to use the products at the pre-approved sites in the usage agreement for the length of the paid for period. The user may not use the Device for any other purpose, and shall be solely liable to WLAB LTD for any breach of these terms.
The user understands that tampering with the equipment, attempting to open or reverse engineer the technology, scan or damage the enclosures in order to analyze the content will be considered as an attempt reverse engineer proprietary information that can lead a breach of the present agreement to great financial losses to WLAB LTD .
10. TERM AND TERMINATION
10.1 Initial Term; Renewal Terms
The Term of this agreement[DH4] will commence when WLAB LTD makes the Product available to the Client. The Term shall continue in effect for the period paid for in advance by the Client (the “Initial Term”), unless earlier terminated as provided in these Terms and Conditions. Upon expiration of the Initial Term, the Product Term shall be renewed or terminated, as agreed by both parties.
10.2 Termination for Breach
Notwithstanding Section 10.1, WLAB, LTD may terminate this agreement as a result of a material breach of these Terms and conditions by the client, if (a) WLAB, LTD shall provides written notification to the other party of the material breach, and (b) Such material breach is not resolved within thirty (30) days of notification, or, in the case of a failure to pay fees in a timely manner by Client after a ten (10) day late payment period.
10.3 Termination for Convenience
Client has the right to terminate this contract at any time during the Renewal term, but latest 30 days before the end of the Renewal Term and the client shall be refunded the remainder of the monies paid after sending a prior notice of 30 days to WLAB, LTD. The termination will be effective at the end of the Renewal term.
11. OTHER RESTRICTIONS
The use of the Product is restricted to use by the specific licensing entity only, and only in the context of the Client Content. Client may not use the Product for the benefit of any third parties or provide service bureau. Client may not reverse engineer, disassemble, decompile or attempt to ascertain, derive or obtain the source code the Product related Client software.
12. DISCLAIMER OF WARRANTY
The user accepts the software, data and hardware are provided “as is” with any errors or defects. WLAB LTD makes no express or implied warranty of any kind and specifically disclaims the implied warranties of merchantability and fitness for a particular purpose, as well as any warranty of non-infringement.
By using any of WLAB LTD’s products, you approve and acknowledge the present document.
13.1 By WLAB LTD
WLAB LTD shall have no liability to indemnify and defend Client to the extent (i) the alleged infringement is based on infringing information, data, software, applications, services, or programs created or furnished by or on behalf of Client; (ii) the alleged infringement is the result of a modification made by anyone other than WLAB LTD; or (iii) Client uses the Product other than in accordance with these Terms and Conditions or any documentation delivered by WLAB LTD. This Section states WLAB LTD’s entire liability and Client’s sole and exclusive remedy for claims relating to infringement.
13.2 By Client
Client shall indemnify and defend WLAB LTD against any claims resulting from the use of the Software, or Services; (i) that any Client Services or Products infringes or violates any rights of third parties, including without limitation, rights of publicity, rights of privacy, intellectual property, trade secrets or licenses; or (ii) arising from or relating to Client’s or its users’ failure to comply with these Terms and Conditions. The indemnification clause will under no circumstance exceed the total amount of the device.
The terms of this Section 13 shall survive termination of the Product Term.
14. LIMITATION OF LIABILITY
, WLAB LTD’S MAXIMUM LIABILITY FOR ANY ACTION ARISING UNDER THESE TERMS AND CONDITIONS, REGARDLESS OF THE FORM OF ACTION AND WHETHER IN TORT, CONTRACT OR OTHER FORM OF LIABILITY, SHALL IN NO EVENT EXCEED THE FEES PAID BY CLIENT DURING THE CONTRACT TERM TO WLAB LTD OF CLIENT’S LOSS. THE CLIENT ALSO SHALL IN IT’S OWN DISCRETION, ATTAIN A LEVEL OF DUE DILIGENCE IN THE USE OF THE PRODUCTS AND SHALL ENSURE THAT THE USE OF WLAB. LTD PRODUCT SHALL IN NO WAY INFRINGES ON ANY OTHER EXISTING PATENTS OR COPYRIGHTS, AS WLAB, LTD SHALL NOT BE LIABLE FOR SUCH INFRINGEMENT. IN NO EVENT SHALL WLAB LTD BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST DATA, LOST PROFITS, OPPORTUNITIES OR CONTRIBUTIONS, LOSS OF USE, GOOD WILL, BUSINESS INTERRUPTION, COST OF COVER, OR OTHER PECUNIARY OR NON-PECUNIARY LOSS, HOWEVER ARISING, EVEN IF WLAB,LTD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WLAB LTD SHALL HAVE NO LIABILITY OR RESPONSIBILITY IN THE EVENT OF ANY LOSS OR INTERRUPTION IN ACCESS TO THE PRODUCT DUE TO CAUSES BEYOND ITS REASONABLE CONTROL OR FORESEEABILITY, SUCH AS LOSS, INTERRUPTION OR FAILURE OF TELECOMMUNICATIONS OR DIGITAL TRANSMISSIONS AND LINKS, INTERNET SLOWDOWN OR FAILURES. THE PARTIES AGREE TO THE ALLOCATION OF RISK SET FORTH HEREIN.
15. FORCE MAJEURE
Except for Client’s obligation to pay WLAB LTD, neither party shall be liable for any failure to perform its obligations under these Terms and Conditions if prevented from doing so by a cause or causes beyond its control, including without limitation, acts of God, failure of suppliers to perform, fire, floods, storms, epidemic or quarantine restrictions, earthquakes, riots or civil commotion, strikes, war, and restraints of government freight or other embargoes, weather conditions or any failures by WLAB LTD’s subcontractors.
All notices or other communications referenced under these Terms and Conditions shall be made in writing and sent to at WLAB’s address available to Client. All notices shall be deemed given to the other party if delivered receipt confirmed using one of the following methods: registered or certified first class mail, postage prepaid; recognized courier delivery; or electronic mail.
17. GOVERNING LAW
The Agreement and these Conditions shall be governed by and construed in accordance with the law of England and Wales.