This End User License Agreement (“EULA”) is effective between you and Grid Connect, Inc. (“Grid Connect”). By using the ConnectSense.com software (“ConnectSense Software”) that is used with Grid Connect ConnectSense Sensors (“Sensor”), you agree to the terms of this EULA between you and Grid Connect. Your purchase of the Sensor (excluding the ConnectSense Software) is governed by the Grid Connect Limited Warranty, the terms of which are provided with the Sensor.
IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA YOU MUST IMMEDIATELY DISCONTINUE USE OF THE SENSOR AND CONNECTSENSE SOFTWARE.
Your use of our website located connectsense.com & www.gridconnect.com ("Website") and any services or information provided by Grid Connect through the Website ("Website Services") are governed by the Policies, available at http://gridconnect.com/customer-service/policies.
Subject to the terms of this EULA, Grid Connect grants to you a limited and nonexclusive license (without the right to sublicense) to execute one (1) copy of the ConnectSense Software, in executable object code form only, solely on the Sensor that you own or control and solely for use in conjunction with the Sensor for your personal, non-commercial purposes.
You agree not to, and you will not permit others to, (a) license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the ConnectSense Software or make the ConnectSense Software available to any third party, (b) copy or use the ConnectSense Software for any purpose other than as permitted under this EULA, (c) use any portion of the ConnectSense Software on any device or computer other than the Sensor that you own or control, (d) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the ConnectSense Software, or (4) modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the ConnectSense Software (except to the extent applicable laws specifically prohibit such restriction for interoperability purposes, in which case you agree to first contact Grid Connect and provide Grid Connect an opportunity to create such changes as are needed for interoperability purposes). You may not release the results of any performance or functional evaluation of any of the ConnectSense Software to any third party without prior written approval of Grid Connect for such release.
Any future release, update, or other addition to the functionality of the ConnectSense Software, if any, provided by Grid Connect (collectively, “Software Updates”) will be subject to the terms of this EULA, unless Grid Connect states otherwise in writing. To keep your ConnectSense Software up-to-date, Grid Connect may automatically provide your Sensor with Software Updates to the ConnectSense Software.
The ConnectSense Software and all worldwide copyrights, trade secrets, and other intellectual property rights therein are the exclusive property of Grid Connect and its licensors. Grid Connect and its licensors reserve all rights in and to the ConnectSense Software not expressly granted to you in this EULA. The ConnectSense Software (and all copies thereof) is licensed to you, not sold, under this EULA. There are no implied licenses in this EULA. All suggestions or feedback provided by you to Grid Connect with respect to the ConnectSense Software shall be Grid Connect’s property and deemed Confidential Information (as defined below) of Grid Connect.
Certain items of software included with the ConnectSense Software are subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of this EULA. Instead, each item of Open Source Software is licensed under the terms of the end user license that accompanies such Open Source Software. Nothing in this EULA limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, Grid Connect makes such Open Source Software, and Grid Connect’ modifications to that Open Source Software, available by written request to Grid Connect at the email or mailing address listed below.
This EULA and the license granted hereunder are effective on the date you first use the ConnectSense Software or Sensor and shall continue for three (3) years from the date of first use, unless this EULA is terminated under this section. Grid Connect may terminate this EULA at any time if you fail to comply with any term(s) hereof. You may terminate this EULA effective immediately upon written notice to Grid Connect. Upon termination of this EULA, the license granted hereunder will terminate and you must stop all use of the ConnectSense Software, but the terms of Sections 2 through 14 (inclusive) will remain in effect, after any such termination.
NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GRID CONNECT PROVIDES THE CONNECTSENSE SOFTWARE “AS-IS” AND DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. GRID CONNECT DOES NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE USE OF THE CONNECTSENSE SOFTWARE. GRID CONNECT MAKES NO WARRANTY THAT THE CONNECTSENSE SOFTWARE WILL BE UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL CODE, TIMELY, SECURE, OR ERROR-FREE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY BUT SUBJECT TO THE LAST SENTENCE OF THIS SECTION, (A) GRID CONNECT WILL NOT BE LIABLE TO YOU, OR ANY THIRD PARTY, FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS OR INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES RELATING TO THE SENSOR, THE CONNECTSENSE SOFTWARE, OR THIS EULA, EVEN IF GRID CONNECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) GRID CONNECT’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THE SENSOR, CONNECTSENSE SOFTWARE, AND THIS EULA, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL AT ALL TIMES BE LIMITED TO FIFTY U.S. DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. GRID CONNECT DISCLAIMS ALL LIABILITY OF ANY KIND OF GRID CONNECT’ SUPPLIERS.
THE WEBSITE SERVICES MAY PROVIDE YOU WITH INFORMATION (“SENSOR INFORMATION”) REGARDING PERIPHERALS CONNECTED TO YOUR SENSOR (“SENSOR PERIPHERALS”). THE TYPE OF SENSOR PERIPHERALS THAT MAY BE CONNECTED TO YOUR SENSOR MAY CHANGE FROM TIME TO TIME. THE WEBSITE SERVICES MAY BE USED TO CONTROL YOUR SENSOR PERIPHERALS (VIA THE SENSOR AND CONNECTSENSE SOFTWARE). WITHOUT LIMITING THE GENERALITY OF THE DISCLAIMERS ABOVE, ALL SENSOR INFORMATION IS PROVIDED FOR YOUR CONVENIENCE, “AS IS”, AND “AS AVAILABLE”. WE DO NOT REPRESENT OR WARRANT THAT SENSOR INFORMATION WILL BE AVAILABLE, ACCURATE, OR RELIABLE. YOU USE ALL SENSOR INFORMATION, THE WEBSITE SERVICES, THE CONNECTSENSE SOFTWARE, AND THE SENSOR AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR (AND GRID CONNECT DISCLAIMS) ANY AND ALL LOSS, LIABILITY, OR DAMAGES RESULTING FROM YOUR USE OF THE SENSOR INFORMATION, WEBSITE SERVICES, CONNECTSENSE SOFTWARE, OR SENSOR. SENSOR INFORMATION IS NOT INTENDED AS A SUBSTITUTE FOR DIRECT MEANS OF OBTAINING THE INFORMATION.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS EULA GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS EULA WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
"Confidential Information" shall mean the Sensor, ConnectSense Software and all other information disclosed to you that Grid Connect characterizes as confidential at the time of its disclosure either in writing or orally, except for information which you can demonstrate: (a) is previously rightfully known to you without restriction on disclosure; (b) is or becomes, from no act or failure to act on your part, generally known in the relevant industry or public domain; (c) is disclosed to you by a third party as a matter of right and without restriction on disclosure; or (d) is independently developed by you without access to the Confidential Information. You shall use your best efforts to preserve and protect the confidentiality of the Confidential Information at all times, both during the term hereof and for a period of at least 3 years after termination of this Agreement, provided, however, that any source code you receive shall be held in confidence in perpetuity. You shall not disclose, disseminate or otherwise publish or communicate Confidential Information to any person, firm, corporation or other third party without the prior written consent of Grid Connect. You shall not use any Confidential Information other than in the course of the activities permitted hereunder. You shall notify Grid Connect in writing immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement, and will cooperate with Grid Connect in every reasonable way to regain possession of Confidential Information and prevent any further unauthorized use. If you are legally compelled to disclose any of the Confidential Information, then, prior to such disclosure, you will (i) immediately notify Grid Connect prior to such disclosure to allow Grid Connect an opportunity to contest the disclosure, (ii) assert the privileged and confidential nature of the Confidential Information, and (iii) cooperate fully with Grid Connect in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event such protection is not obtained, you shall disclose the Confidential Information only to the extent necessary to comply with the applicable legal requirements.
The ConnectSense Software and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to strictly comply with all such laws and regulations and acknowledge that you have the responsibility to obtain authorization to export, re-export, or import the ConnectSense Software and related technology, as may be required. You will indemnify and hold Grid Connect harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney’s fees) arising from or relating to any breach by you of your obligations under this section.
This EULA, and any claim, dispute or controversy relating to this EULA, will be governed by the laws of the State of Illinois, without giving effect to any conflicts of laws principles that require the application of the laws of a different jurisdiction. Any action or proceeding relating to this EULA must be brought in a federal or state court serving DuPage County, Illinois and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding, except that Grid Connect may seek injunctive relief in any court having jurisdiction to protect its intellectual property or Confidential Information.
Neither the rights nor the obligations arising under this EULA are assignable by you, and any such attempted assignment shall be void and without effect. Any notice to you may be provided by email to the address that you registered with Grid Connect. The ConnectSense Software is deemed irrevocably accepted upon your use of the ConnectSense Software or Sensor. Grid Connect will have no responsibility to provide maintenance or support services with respect to the ConnectSense Software. The parties are independent contractors. If any provision of this EULA is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. All waivers by Grid Connect will be effective only if in writing. Any waiver or failure by Grid Connect to enforce any provision of this EULA on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. You acknowledge that the ConnectSense Software contains valuable trade secrets and proprietary information of Grid Connect, that any actual or threatened breach of Section 2 (Restrictions) of this EULA will constitute immediate, irreparable harm to Grid Connect for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. The headings of Sections of this EULA are for convenience and are not to be used in interpreting this EULA. This EULA constitutes the final, complete, and exclusive agreement between the parties regarding the ConnectSense Software and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. Except as otherwise provided in this section, no amendment to this EULA will be valid unless in a writing hand-signed by the parties. If any term of this EULA is held by a court of competent jurisdiction to be invalid or unenforceable, then this EULA, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
If you are using the ConnectSense Software outside the United States, then the following shall apply: (a) You confirm that this EULA and all related documentation is and will be in the English language; (b) you are responsible for complying with any local laws in your jurisdiction which might impact your right to import, export or use the ConnectSense Software, and you represent that you have complied with any regulations or registration procedures required by applicable law to make this license enforceable.