Terms of Use

Welcome to Alchemira. These Terms of Use ("Terms") govern your access to and use of Alchemira's website, products, and services (collectively, the "Services"). Please read these Terms carefully before using our Services.

By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, please do not access or use our Services.

1. Acceptance of Terms

By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as any additional terms and conditions that may apply to specific features of our Services.

2. Changes to Terms

We may modify these Terms at any time, in our sole discretion. If we make changes, we will provide notice of such changes, such as by sending an email notification, providing notice through our Services, or updating the "Last Updated" date at the beginning of these Terms. Your continued use of the Services following the posting of updated Terms means that you accept and agree to the changes.

3. Account Registration and Security

Some of our Services require you to register for an account. When you register, you agree to provide accurate, current, and complete information and to update this information to maintain its accuracy. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security.

4. Intellectual Property Rights

4.1 Our Intellectual Property

The Services and all content, features, and functionality thereof, including but not limited to all information, software, text, displays, images, video, audio, design, and the design, selection, and arrangement thereof (collectively, "Alchemira Content"), are owned by Alchemira, its licensors, or other providers of such material and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

4.2 Limited License

Subject to your compliance with these Terms, Alchemira grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for your internal business purposes. This license does not include any resale or commercial use of the Services or any collection and use of any product listings, descriptions, or prices; any derivative use of the Services or Alchemira Content; or any use of data mining, robots, or similar data gathering and extraction tools.

4.3 Restrictions

You may not:

• Modify, reproduce, duplicate, copy, sell, resell, or exploit any portion of the Services without our express prior written consent
• Use the Services for any illegal purpose or in violation of any local, state, national, or international law
• Remove any copyright, trademark, or other proprietary notices from the Services
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services
• Use the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Services

5. User Content

5.1 Submission of User Content

Our Services may allow you to submit content, including but not limited to text, data, images, and feedback (collectively, "User Content"). You retain all rights in, and are solely responsible for, the User Content you submit to us.

5.2 License to User Content

By submitting User Content to the Services, you grant Alchemira a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such User Content in connection with providing and promoting the Services.

5.3 Representations and Warranties

You represent and warrant that:

• You own or have the necessary rights to submit the User Content and to grant the rights and licenses contained in these Terms
• Your User Content does not violate any third party's intellectual property rights, privacy rights, publicity rights, or other personal or proprietary rights
• Your User Content does not contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable

6. IoT Products and Services

6.1 Implementation and Maintenance

If you purchase or use our IoT products or services, you are responsible for the proper implementation and maintenance of such products as specified in the applicable documentation. Alchemira is not responsible for improper installation, inadequate maintenance, or misuse of our products.

6.2 Data Collection and Use

Our IoT solutions may collect telemetry data and other information from connected devices. The collection, use, and protection of this data is governed by our Privacy Policy and any applicable service-specific agreements.

6.3 Service Level Agreements

If applicable, service level agreements (SLAs) for our IoT services will be provided separately and may include specific terms regarding uptime, support, and maintenance.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ALCHEMIRA, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

8. Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER ALCHEMIRA NOR ANY PERSON ASSOCIATED WITH ALCHEMIRA MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

9. Indemnification

You agree to defend, indemnify, and hold harmless Alchemira, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Services.

10. Governing Law and Jurisdiction

These Terms and your use of the Services shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to these Terms or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of California, in each case located in the City of Irvine, CA. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

11. Arbitration

At Alchemira's sole discretion, it may require you to submit any disputes arising from the use of these Terms or the Services, including disputes arising from or concerning their interpretation, violation, invalidity, non- performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying California law.

12. Severability

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

13. Waiver

No waiver by Alchemira of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Alchemira to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

14. Entire Agreement

These Terms and our Privacy Policy constitute the sole and entire agreement between you and Alchemira regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services.

15. Contact Information

If you have any questions about these Terms, please contact us at: