1. The Purchaser acknowledges and accepts that:
2. All right, title and interest in the Tattle Device(s) and software used in the Services, including the content and material in the software (“Software”), shall remain wholly owned by the Company during the Term and is protected by intellectual property laws.
3. Provided that the Purchaser makes prompt payment of the Price in accordance with the Terms and Conditions, the Company shall grant to the Purchaser a limited, revocable, non-transferrable, non-exclusive license to use the Software in accordance with the Agreement.
4. Without limiting the generality of the foregoing, the Purchaser is expressly prohibited from:
(a) distributing or copying the Software;
(b) including the Software or Tattle Devices with any product or service that the Purchaser sells, leases, licenses or markets; or
(c) reverse engineering the Software or Tattle Devices,
without the prior written consent of the Company.
6. The Company shall own all data collected, stored and transmitted by the Tattle Device(s) in the performance of the Services (“Data”).
7. The Purchaser may use all Data collected by the Company and provided to the Purchaser during the Term.
8. The Company may aggregate, analyze, extrapolate and expand upon all Data collected from the Purchaser and any other customers of the Company. The Company may use the Data for any purpose, including sale or license to third parties, academic research, market trending and product development, provided that any Data provided to third parties cannot be attributed to the Purchaser.
9. The Company will not be liable for the Company’s use or access to the Software. The Company disclaims making any representations or warranties of any kind, express or implied, whatsoever in respect of the Software, including, without limitation, those of merchantability, fitness for a particular purpose, non-infringement of proprietary rights and those arising by law, under statute, in trade, by course of dealing or otherwise.
10. Without limiting the generality of the foregoing, the Company does not represent or warrant that:
(a) access to the Software will be secure, timely, error or virus-free, continuous or uninterrupted;
(b) the Software will be accurate, complete and current;
(c) errors, defects and inaccuracies in the Software will be corrected.
11. The Purchaser acknowledges and agrees that:
(a) the Software requires access to continuous internet connection for proper performance;
(b) the Tattle Device and software rely upon a solar powered rechargeable battery as their sole power source, which must maintain sufficient solar exposure to ensure chargeability;
(c) The Company is not responsible for any condition that prevents or restricts the solar exposure of the Tattle System, including snow, wind, leaves, high water levels, overhead impediments, ground instability or vandalism;
(d) it is the Purchaser’s responsibility to ensure that the Tattle Device(s) have adequate internet access and power supply;
(e) the Company will not be liable for any interruption to internet availability, power supply, strength of connection or costs of internet service; and
(f) inability to secure adequate internet service or power supply will not void or reduce either party’s obligations in the Agreement.
Authorization and Access
12. The Purchaser must ensure that only authorized personnel are permitted to access the Services and must protect its password(s) throughout the Term of the Agreement.
13. If the Purchaser becomes aware of any unauthorized knowledge of its password or access to the Services, it must immediately notify the Company and take all steps to secure its account.
14. The Purchaser may designate two representatives for the purpose of accessing the Services. The Purchaser may not allow any other personnel to access the Services without prior consent from the Company.
15. The Company will not be responsible for any direct, indirect, special, incidental or consequential damages whatsoever and howsoever caused, arising out of or in connection with the use or, the inability to use, or from any errors or omissions contained in, the Software, Tattle Devices or Services or in reliance on the information provided to the Purchaser, including any loss of use, lost data, lost business profits, business interruption, personal injury or any other pecuniary loss, whether the action is in contract, tort (including negligence) or other tortious action, even if the Company has been advised of the possibility of such damages.
16. The Purchaser acknowledges and agrees that the internet is not a secure medium and privacy cannot be ensured. Internet communication is vulnerable to interception and forging. The Company will not be responsible for any damages that the Purchaser or any third party may suffer as a result of the transmission of confidential information through the internet, or for any errors, gaps or any changes made to any transmitted information.
17. While every effort is made to ensure that all information provided through the Services and Software does not contain computer viruses, the Purchaser must take all reasonable and appropriate precautions to scan for computer viruses and ensure that it has a complete and current backup of material information stored on its internal systems.
Conformance with Law
18. The Purchaser’s use of the Services and Software shall not violate any applicable local, provincial, federal or international law, including but not limited to any regulations having the force of law.