Terms of Service

Last update: September 20, 2019

We welcome you to Nespra. Read the following Terms of Service (the "Contract") carefully, as they govern your use of our products and services.

Definitions

1.1. Accounts: refers to the accounts created by the Customer, through the Hosted Services, to access the Customer Data.

1.2. Affiliate: refers to any other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is subject to common control with, the Client.

1.3. Apps: refers to computer applications for smartphones and tablets distributed by Nespra through Google Play or the Apple App Store.

1.4. Client: refers to the company or legal entity in whose name you accept this contract and the subsidiaries of such company or legal entity.

1.5. Client data: refers to the data collected on the occasion of the use of the Hardware by the Client, the data entered by the Client in Apps and Hosted Software and the analyzes, reports and alerts generated by the Products that contain such data. So that there is no doubt, the Customer Data does not include the Nespra Software.

1.6. Firmware: refers to software integrated in the Hardware or that is otherwise executed in it.

1.7. Hardware: refers to Nespra hardware devices, such as LoRaWAN Communications Gateways (hereafter Nesgates ), devices that carry sensors or connect external sensors (hereafter Nesmotes ) and accessories that the Client buys, receives to try for free or otherwise acquires through an order form.

1.8. Hosted Software: refers to the Nespra web software platform, including the interface accessed via the Internet at www.nescloud.net .

1.9. Order form: refers to the budget that describes the purchase of Nespra products and licenses issued by Nespra.

1.10. Products: refers to hardware, firmware, services and Apps.

1.11. Refund: refers to the amount reimbursed to the customer in accordance with the terms of this contract that is determined based on the original purchase price specified in an order form and proportional according to the time between (a) the receipt by Nespra of any notification of Resolution issued in accordance with this contract and (b) the date of resolution of the license specified in an order form. So that there is no doubt, refunds may only be issued as expressly provided below.

1.12. Software by Nespra: refers to the Apps, firmware and hosted software, as well as any improvements, modifications, patches, updates and improvements that apply to them and that Nespra develops or provides in relation to this contract.

1.13. Services: refers to hosted software and support services that are included with Nespra products.

1.14. Assistance Services: refers to the customer support services described in www.nespra.net/support and any product training, technical services , product documentation available through the Nespra website or other additional professional services included in the customer's purchase.

1.15. Terms: refers to the terms included in this contract.

2. Acceptance of the Terms: By accepting this Agreement, by clicking on a box that indicates your acceptance or by signing an order form that references this contract, you agree to be bound by these terms. In case you do not agree with these Terms, do not use the Products. If you access the Products and use them on behalf of a company (for example, your employer) or another legal person that is our Customer, you declare and guarantee that you have the necessary powers to bind such company or another legal person in accordance with these Terms. References to "you" and "your (s)" in these Terms refer to that company or other legal entity, our Client. You may not use the Services if you are our direct competence, at our sole discretion, unless our prior written consent mediates.

3. Changes to the Terms or Services: We may modify the Terms at any time, at our sole discretion. In doing so, we will inform you by incorporating the modified Terms into the Services or by other communications with you, our Client. It is important that you consult the Terms whenever we modify them, because if you continue to use the Services after incorporating the modified Terms into the Services, you will indicate that you agree to be bound by the modified Terms. If you do not agree to be bound by the modified Terms, you may not continue to use the Services.

4. License: Subject to the terms and conditions specified in this Contract or an applicable Order Form, Nespra grants the Client a license, which he may not grant in a subsequent, non-exclusive and non-transferable manner, to use the, and access the , Nespra Software until the license period that appears on the applicable Order Form expires or, if it happens before, until this Agreement is terminated. The service level agreement applicable to Support Services and Hosted Software provided at www.nespra.net/en/sla-hosted-software is included in the granting of the license and is subject to the existence of a valid license. The Firmware license for each Hardware item that the Client acquires is subject to the Client acquiring and maintaining a valid license with respect to the Nespra Software.

5. License Restrictions: The Client agrees to refrain from proceeding with any of the following actions without the express prior written consent of Nespra: (i) distribute, develop white label products based on, or reproduce the Nespra Software or any specific element of the Nespra Software , the name of Nespra, any trademark of Nespra, its logo or other proprietary information or the layout and design of any part of the Nespra Software; (ii) access, falsify or use non-public sections of the Nespra Software, Nespra computer systems or the technical supply systems of Nespra suppliers; (iii) try to probe, scan or test the vulnerability of any Nespra system or network or violate any security or authentication measure; (iv) avoid, circumvent, suppress, deactivate, alter, decode or otherwise circumvent any technological measure adopted by Nespra or any of Nespra's suppliers or any other third party (including other users) to protect the Nespra Software; (v) transmit, copy, modify, license, lease, lend, rent or otherwise distribute the Firmware to any third party; (vi) unless permitted by applicable law, disarticulate, decompile or reverse engineer the Nespra Software, in whole or in part, or allow a third party to, or authorize it to, proceed in that regard; (vii) penetrate, disable, dismantle or access without authorization any part of the Services or attempt any of the above actions; (viii) try to decipher, decompile or dismantle the, or subject to reverse engineering tasks any aspect of the Nespra Software; (ix) impersonate or mislead affiliation with any person or entity; (x) use the, or access the, Nespra Software for any competitive purpose; (xi) perform reference tests with respect to the Nespra Software; (xii) violate any applicable law or regulation; or (xiii) encourage or allow any other natural person to carry out any of the above actions. Nespra may investigate violations of these Terms or behaviors that affect the Nespra Software. Nespra may also consult and collaborate with law enforcement authorities to prosecute users who break the law.

6. Hardware Installation: The Client is responsible for the installation of the Hardware. Depending on the use that the Client intends to give to the Products, the Client may require professional services for the installation of the Hardware. In the event that the Client is not able to install the Hardware or if the Client is not certain of hosting the necessary skills and knowledge, the Client agrees to consult a qualified installer. Improper installation of the Hardware can result in damage to the equipment in which the Client carries out the installation or dangerous conditions or that pose a threat to life, capable of causing material damage, injury or death.

7. Software Updates: Nespra continuously improves the Products and may, at any time, update the Nespra Software and ensure that Firmware updates are automatically installed in the Client's Nespra Hardware, as well as updating the Apps. Nespra may modify or interrupt all or part of the Products, at any time and without prior notice, according to the criteria of Nespra. In the event that we interrupt the Products or Services that you have requested, you may request a refund. Updates may include security or error corrections, performance improvements or new functions and may be issued with or without prior notification to the Customer. The Client hereby authorizes such automatic updates.

8. Payment, shipping and delivery: The terms of payment and billing are set out in the Order Form. The Client is responsible for all applicable tax payments, regardless of how they are designated or supported under this Agreement, and the Client will reimburse Nespra for any taxes that are paid or payable on behalf of the Client. All shipments are FOB port of origin, with postage paid, and are incorporated into the Customer's invoice.

9. Accounts: The Client will be solely responsible for managing and protecting the Accounts. The Client agrees to provide access to the Nespra Software only to Authorized Users and require such Authorized Users to ensure strict confidentiality of the access data to the Account, including usernames and passwords, and not to provide such access data to the Account to any unauthorized parties. The Client will be solely responsible for following and controlling access to the Nespra Software and maintaining the confidentiality of the access data to the Account and any API tokens provided. In the event that the Client or any Authorized User has proof that the security of the access data to any Account has been compromised, the Client will notify said end immediately to Nespra and deactivate such Account or modify the access data to the Account.

10. Client data

10.1. Ownership and use: Customer Data can be accessed through the Nespra Software. The Customer is the owner of all Customer Data and Nespra will ensure the confidentiality of Customer Data. In this act, the Client grants Nespra a non-exclusive, transferable license, capable of granting in a subsequent, worldwide way and free of the payment of fees to use, copy, modify, create derivative works of its object, display and distribute Customer Data in relationship with the exploitation and provision of the Services. Nespra will maintain reasonable administrative, physical and technical mechanisms to safeguard the security, confidentiality and integrity of Customer Data. Nespra will not share Client Data without the Client's consent, except when the disclosure of the data is by legal imperative. Nespra may collect analyzes, statistics or other data related to the Client Data and the use by the Client of the Nespra Software (i) to facilitate the Nespra Software to the Client; (ii) for statistical purposes or to provide third-party services for the provision or improvement of the Nespra Software (provided that such data is not personally identifiable); or (iii) to control, analyze, further develop, maintain and improve the Nespra Software. The Client may export the Client Data at any time through the export functions included in the Nespra control panel or through the Nespra API. The Client acknowledges that some information may not be exportable through the Nespra control panel or the API. In the event that this Agreement is terminated or expired and the Client does not renew it, the Client Data may be deleted immediately.

10.2. Declaration and warranty of Customer Data: The Client declares and guarantees that: (i) the Client will obtain all the rights and will provide the necessary notifications or obtain any consents from any employees or third parties that are necessary for Nespra to collect, use and share Customer Data in accordance with the These Terms and that (ii) none of the Customer Data infringes the intellectual property, privacy, publicity or other rights of any other third parties. ACCEPTS TO COMPENSATE AND DEFEND, AND SEEK FOR THE INDEMNITY OF, NESPRA AGAINST ANY RESPONSIBILITIES, DAMAGES AND INJURIES, DEMANDS, LOSSES, CLAIMS, COSTS, FEES (INCLUDING HONORARY LEGAL PROCEDURES IN THIRD PARTY PROCEDURES) THAT ARE DERIVED FROM NON-COMPLIANCE BY THE CUSTOMER OF THIS STIPULATION.

10.3. Confidentiality and intellectual property rights: The client undertakes not to infringe the intellectual and industrial property rights of which Nespra owns in accordance with the provisions of the applicable current regulations. In the event that the Supplies are subject to the rights of the Intellectual and Industrial Property of third parties, including patents, know-how, trademarks, copyrights, design rights, use rights, database use rights and others Third party rights, Nespra does not grant any right or license to the Client, except for the right to use the Supplies or resell the Goods in the ordinary course of the Client's business. The Company will not be liable in any way in the event that any claim is made for breach of any of said rights, whatever the form in which it is made. Any invention, design, documentation or technical information created or generated by the Company under the contract shall belong to the Company, unless otherwise agreed between the parties. The parties mutually agree not to disclose information that, where appropriate, is considered confidential not only during the provision of the service but also during the two years following its termination.

11. Property rights

11.1. Software by Nespra: Nespra and its license holders are the exclusive owners of all rights, titles and interests related to the Nespra Software to which the Client accesses or with respect to which he grants a license, including all associated intellectual property rights. The Client acknowledges that the Nespra Software is protected by copyright, trademark and other laws of the European Union and foreign countries. The Client agrees not to withdraw, modify or hide any notices about copyright, trademarks, service marks or other proprietary rights that are incorporated into or accompanied by the Services. The Client will transmit and assign, and transmits and transfers in this act, irrevocably to Nespra all the rights, titles and interests that may be lodged in relation to the Nespra Software to Nespra and Nespra accepts this transmission in this act. No ownership rights are transmitted to the Client in accordance with this Agreement. Except with respect to the express rights granted herein, Nespra does not grant any other license or access rights, either express or implied, over any other software, services, technologies or intellectual property rights of Nespra.

11.2. Firmware: License is granted with respect to the Firmware, it is not sold. The Client owns the Hardware in which the Firmware is registered, although Nespra maintains ownership of the same copy of the Firmware, including all intellectual property rights in this regard. The Firmware is protected by the European Union copyright law and international treaties. Nespra reserves all rights related to the Firmware that are not expressly granted to the Client in these Terms. The Client accepts and recognizes that the parts of the Firmware, including, without limitation, the source code and the specific design and structure of specific modules or programs, constitute or contain industrial secrets of Nespra and its license holders.

12. Links to third-party websites or resources: The Services may contain links to third-party websites or resources. Nespra provides these links only for ease of use and is not responsible for the content, products or services that are included in, or provided through, such websites or resources or links displayed on such websites. The Client accepts exclusive responsibility and assumes the entire risk arising from the use of any third party websites or resources.

13. Advertising: The Client grants in this act permission to Nespra to use the name of the Company and its logo on the Nespra website, its lists of clients and its marketing materials to list the Client as such. However, Nespra will refrain from using the name, trademarks or logos of the Client in any way without the prior consent of the Client.

14. Period of validity: The period of validity of this Contract begins on the Effective Date and will last until the expiration of the last active Order Form when the license period ends or until it is terminated in advance in another way as provided herein.

14.1. Resolution: We may resolve your access to, and your use of, the Services, at our sole discretion, at any time, by giving you notice in this regard. However, if we resolve your access to the Services at our convenience and not for a breach by you of these Terms, we will reimburse you for the remaining value related to the license you had paid in advance in your purchase contract. You can cancel your Account at any time by sending an incident case to Nespra support.

14.2. Effects of resolution: In case of resolution, whatever the reason, the following sections of these Terms will continue to take effect: 5 (Restrictions), 8 (Payment), 10 (Customer Data), 11 (Property Rights), 15 (Period validity), 16 (Notices of warranty disclaimer), 17 (Limitation of liability), 18 (Dispute resolution), 19 (Applicable law) and 20 (General terms). At the Client's request and subject to the conservation and backup policies of Nespra, Nespra will delete and delete any Client Data contained in the Hosted Services.

15. Warranty Disclaimer Notices: THE SERVICES ARE PROVIDED "AS A CERTAIN BODY", WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITATION OF THE ABOVE, NESPRA EXPRESSLY EXCLUDES ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A CONCRETE END, ABSENCE OF INFRINGEMENT AND ANY WARRANTIES GUARANTEE OF THE DEVELOPMENT OF COMMERCIAL ACTIVITY OR COMMERCIAL USES. Nespra does not guarantee that the Services will satisfy the Client's requirements or that they will be available uninterruptedly, securely or without errors. Nespra makes no guarantee about the quality, accuracy, timeliness, truthfulness, integrity or reliability of any of the analyzes or Customer Data. For more information on the Nespra Hardware warranty, visit https://www.nespra.net/support/hardware-warranty

16. Limitation of Liability

16.1. Absence of emerging damages: NEITHER NESPRA OR THE CUSTOMER OR ANY OTHER PARTY INVOLVED IN THE CREATION, PRODUCTION OR PROVISION OF THE SERVICES WILL ASSUME ANY RESPONSIBILITY FOR ANY DAMAGES ACCESSORIES, SPECIAL, PUNITIVE, EXEMPLARY OR EMERGING, INCLUDING LATER THAN FUND INTERRUPTION OF THE SERVICE, COMPUTER DAMAGES OR FAILURES OF THE SYSTEM OR THE COST OF SUBSTITUTING SERVICES DIMINATING, OR RELATED TO, THE PRESENT TERMS OR OF THE USE OR OF THE DISABILITY OF USE OF THE SERVICES, WITHOUT INDEPENDENCE OF WHICH IS PROVIDED FOR IN THE WARRANTY OR CONTRACTUAL OR EXTRACONTRACTUAL CHARACTER MAGAZINE (NEGLIGENCE INCLUDED), PRODUCT RESPONSIBILITY OR ANY OTHER LEGAL DOCTRINE, WITHOUT INDEPENDENCE THAT THE OTHER PART HAD BEEN INFORMED, OR NOT, OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF IT IS NOT ESSENTIAL ANY LEGAL SOLUTION HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR EMERGING DAMAGES OR ACCESSORIES, SO THE ABOVE LIMITATION MAY NOT RESULT FROM APPLICATION.

16.2. Upper limit: EXCEPT AS REGARDS THE EXPRESS INDEMNIFICATION OBLIGATION HEREIN, THE TOTAL RESPONSIBILITY OF ANY OF THE PARTIES DIMANING, OR RELATED TO, THE PRESENT TERMS OR THE USE OR THE DISABILITY OF USE OF THE SERVICES WILL NOT EXCEED IN ANY CASE THE AMOUNTS THE CUSTOMER WOULD HAVE PAYED TO NESPRA IN ACCORDANCE WITH THE PROVISIONS HEREIN.

16.3. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE AGREEMENT BETWEEN NESPRA AND THE CLIENT.

17. Dispute resolution: The resolution of all disputes or issues related to this website or the activities developed therein, Spanish legislation will apply, to which the parties expressly submit, being competent to resolve all derived or related conflicts with its use the Courts and Courts of Valencia.

18. General terms: These terms, together with any applicable order form, constitute the complete and exclusive expression of the agreement reached between Nespra and the customer with respect to the services, and these terms replace and replace any previous agreements, verbal or written, reached between Nespra and the customer with respect to the Services, although, in the event that an Order Form differs from these Terms, the terms of the order form will prevail over these terms. If, for any reason, a court of competent jurisdiction considers that any of the stipulations of these Terms lack validity or enforceability, the stipulation in question will be applied as widely as possible and the other stipulations of these Terms They will continue to enjoy full validity and effect. You may not assign or transmit these Terms, by rule of law or otherwise, without the prior written consent of Nespra, except in the case of merger, acquisition or sale of all or a substantial part of your company's assets . Any attempt by you to assign or transmit these Terms without such consent will be void. Nespra may freely assign or transmit these Terms without restrictions. Subject to the foregoing, these Terms will be binding for, and will be for the benefit of, the parties, their successors and their authorized assignees. Any notification or other communication made by Nespra in accordance with these Terms, including those relating to modifications to these Terms, shall be made: (i) by email; (ii) publishing on the Nespra website; or (iii) joining the Services. In the case of notifications made by email, it will be considered that the date of receipt will be the date on which the notification in question is transmitted. The abstention of any of the Parties from enforcing any right or stipulation of these Terms shall not be considered a waiver of such right or stipulation. The waiver of any such rights or stipulations will only be effective when signed in writing by a duly authorized representative of both parties. Except as provided in these Terms expressly stipulate otherwise, the exercise by any of the Parties of any of the legal solutions that assist them under these Terms will be without prejudice to the other legal solutions that assist them under these Terms or otherwise.

19. Contact information: If you have any questions about these Terms or Services, please contact Nespra at info@nespra.net