These terms (“Terms”) set forth certain terms under which Lean App S.A. de CV. & Monitor USA, Inc (“MonitorApp”) provides services (“Services”) and certain software (“Software”) to customers (“Customer”).
MonitorApp hereby agrees to provide the Service to Customer, which Customer may access only through the interface provided by MonitorApp. To the extent the use of the Service requires provision by MonitorApp of Software resident at a Customer location, MonitorApp hereby grants Customer a non-transferable and non-exclusive right and license to use the object code of such Software on the device to which it is provide in connection with such Customer’s use of the Service in order to use the Services in accordance with these terms, and conditional on compliance with the provisions under “Restrictions on Use of Software and Services”.
Customer may not (and may not allow and third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, distribute, rent, lease, loan, sell assign, sublicense, grant a security interest in or otherwise transfer any right in the Software, unless otherwise provided for under these Terms. Software provided through mobile device app stores or other distribution mechanisms (such as the iPhone App Store) may require compliance with additional provisions as required by the applicable distribution method.
MonitorApp retains ownership of all right, title and interest (including copyright) in and to the Service, including any inventions, creations and improvements whether or not patentable or copyrighted, conceived or made in connection with the performance of MonitorApp’s obligations hereunder. The Service collects information concerning the operation of machinery, equipment and operations from the Customer’s premises and from the operation of the software used to provide the Service (“Collected Information”). MonitorApp does not claim ownership of any Collected information, however, Customer authorizes MonitorApp to: (i) use and disclose Collected information as required to provide the Service to Customer and to internally analyze, enhance or improve the performance of the Service; (ii) disclose Collected information to third parties (which may be other providers of services available through or in connection with the Service, such as Amazon Web Services) as authorized by Customer (by sending an authorizing electronic token or other electronic (or written) means specified by MonitorApp); (iii) unless expressly opted-out by notice form Customer to MonitorApp, use Collected Information to create Statistical Data and provide Statistical Data to Customer and other user of the Service for benchmarking purposes (it being understood than only Statistical Data, and not Collected Data, is provided to other users of the Service for that purpose); and (iv) disclose Collected Information to subcontractors (including their affiliates) and authorize their use of such Collected Information for the foregoing purposes (or for other activities expressly permitted under this Agreement). “Statistical Data” means any aggregate information, analysis, rule, projection, statistic or similar summary or conclusion that MonitorApp has obtained through processing or analysis of any Collected Information (but excluding the original Collected Information); provided Statistical Usage Data shall not be in a form which could be used to Identify Customer, and of Customer’s customers or any individual user. Customer warrants that it has agreements with its end users or other appropriate notices (such as privacy policies) or policies consistent with applicable law that are consistent with such usage by MonitorApp.
Customer is responsible for all activities that occur under Customer Account and End User accounts, regardless of whether the activities are undertaken by Customer, Customer employees or a third party (including Customer’s contractors or agents) and MonitorApp is not responsible for unauthorized access to Customer Account and End User accounts. Customer shall notify Evocon immediately of any unauthorized use or other security breach of its Customer Account or End User accounts.
5.- MonitorApp shall not be responsible for any loss, damage or other consequences that may result from any unauthorized use of Customer Account, username or password.
6.- MonitorApp may (in its sole discretion) close or restrict access to any Customer Account that is used to infringe on anyone’s Intellectual Property or proprietary or personal rights.
EXCEPT AS EXPRESSLY STATED IN A SEPARATE WRITTEN AGREEMENT, THE SERVICES AND THE SOFTWARE IS PROVIDED “AS IS”, “WHERE IS”, AND MONITORAPP DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MONITORAPP, ITS AGENTS OR EMPLOYEES SHALL CREATE ANY WARRANTY.
EXCEPT AS EXPRESSLY STATED IN A SEPARATE WRITTEN AGREEMENT, THE SERVICES AND THE SOFTWARE IS PROVIDED “AS IS”, “WHERE IS”, AND MONITORAPP DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MONITORAPP, ITS AGENTS OR EMPLOYEES SHALL CREATE ANY WARRANTY.
MonitorApp will have the right to terminate Customer’s rights to receive Services and use the Software immediately by delivery of written notice if Customer is in material breach of any of the foregoing. In such a situation, all rights granted to the Customer hereunder shall immediately cease and Customer shall, as MonitorApp directs, either return or destroy all Software. For avoidance of doubt, upon termination. MonitorApp’s obligation to provide the Service terminates, such as a backup of the data of the client. After the termination of these Terms, Customer shall have no right to access or otherwise download any data existing on MonitorApp’s servers, for any reason. Upon termination, all provisions of those Terms survive except the under the heading “Provision of Software and Software”. Termination does not relieve a party for breach occurring prior to termination.
These Terms shall be governed by and construed in accordance with the laws of the Estate of Guanajuato, México, excluding its choice of laws provisions and, as to matters affecting copyrights, trademarks and patents, by U.S. and Mexico federal law. Customer agrees that MonitorApp may disclose that Customer is a user of the Service and may use Customer’s name and logo as part of MonitorApp marketing materials. Neither this Agreement nor any other rights or obligations of either party under this Agreement may be assigned without the written consent of non-assigning party; provided, no such consent shall be required in connection with an assignment to an affiliate, or in connection with a business combination transaction (whether by merger, sale of assets, sale of stock or other mechanism). Nothing contained in this Section limits MonitorApp's right to engage subcontractors in connection with its obligations under this Agreement. This Agreement will be binding upon and inure to the benefit of the parties, and their respective successors, permitted assigns and legal representatives.
The trial period is a 30-day period, starting on the day Customer actually starts using the services provided by MonitorApp, i.e. from the moment the first signal arrives and the system is up and running.
The Customer will not be charged for the usage of the service during the trial period.
The Customer will not pay for the ordered hardware used for services during the trial period, provided the hardware is returned to MonitorApp within 14 days from the end of trial period in resaleable condition. The Customer is responsible for shipping fees of returns. In the event the Customer does not start utilizing the granted trial within 30 days from the receipt of the hardware, the Customer shall return the hardware to MonitorApp within 3 days after the end of such 30-day period, provided the Hardware is in a resaleable condition. In the latter case the Customer is responsible for the shipping fees of returns and shall also compensate to MonitorApp the delivery and insurance fees MonitorApp paid for delivering the hardware to the Customer.
The Customer’s access to the services will be canceled at the end of the trial period, unless the Customer subscribes to chargeable services.
