Introduction
This privacy policy establishes the conditions for the processing of personal data of users (the “user”) of the thethings.iO service (the “Service” or “thethings.iO”) by DIPRO TECHNOLOGIES S.L. (“DIPROTECH” from now) as well as the conditions for the processing of personal data by DIPROTECH in behalf of users within the Service.DIPRO TECHNOLOGIES S.L. shall process personal data in accordance with European Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“GDPR”), and repealing Directive 95/46/EC and applicable data protection laws.
Processing Of Personal Data Of Users By DIPRO TECHNOLOGIES S.L
DIPROTECH shall process as controller your personal data to provide you with the Service and to manage and improve the Service, including the sending of communications regarding the Service or with information about the Service or DIPROTECH.Personal data of Users processed by DIPROTECH for the above purposes may include contact information, such as name or email address, language preferences, the current location for the proper price/currency displaying, payment data, and other personal data provided by the User in the context of the provision of the Service.In addition, DIPROTECH collects the email addresses of those who communicate with us via email, and information submitted through voluntary activities such as site registrations or participation in surveys. DIPROTECH also collects aggregated, anonymous user data regarding usage. The user data we collect is used to improve DIPROTECH and the quality of thethings.iO service. We only collect personal data that is required to provide our Service.Personal data of the Users will be processed by DIPROTECH throughout the term of the contractual relationship for the Service and subsequently for the period during which applicable regulations require such personal data be he held thereafter.
Third-Party Service Providers
We share information, including personal information, with our third-party service providers that we use to provide hosting for and maintenance of our Websites, application development, backup, storage, payment processing, analytics and other services for us. These third-party service providers may have access to or process your personal information for the purpose of providing these services for us. We do not permit our third-party service providers to use the personal information that we share with them for their marketing purposes or for any other purpose than in connection with the services they provide to us.Some of which may be located outside of the European Economic Area, only for the provision of the Service and at all times subject to the guarantees and requirements provided by applicable data protection laws.
Rights
The User may at all times exercise his rights to access, rectification, suppression, opposition, limitation of treatment, portability and data portability as provided in the GDPR and applicable regulations by contacting DIPRO TECHNOLOGIES S.L. at Hipòlit Làzaro 25, LOCAL 3, 08025 Barcelona (Spain); or, by sending an email to hello@thethings.io. The User may also lodge a complaint before the Spanish Data Protection Authority at www.agpd.es.If at any time the User wishes to stop receiving communications regarding DIPROTECH or with commercial information about the Service, the User may request so by sending an email to hello@thethings.io.
Accessed Data
Additionally, and by the inner nature of the service, DIPROTECH process personal data on behalf of the users as data processor, that is, when the purposes and means for the processing of the data are decided by the User and DIPROTECH only access the data for the rendering of the Service and on behalf of the User.Sometimes the accessed data comprises emails, gps, timestamp, among others.Accessed Data is the only information to which DIPROTECH shall access to provide the Service. Authorizations for DIPROTECH client to provide the service, but do not imply the access by DIPROTECH to any data or information of the User other than the Accessed Data.
Security
DIPROTECH shall process all personal data in the strictest confidentiality and implement the appropriate technical and organizational measures as required by applicable regulations.We use industry-standard encryption to protect your data in transit. This is commonly referred to as transport layer security (“TLS”) or secure socket layer (“SSL”) technology.
Children’s Personal Information
We do not knowingly collect any personal information from minor children under the age of 18. If you are under the age of 18, please do not submit any personal information through our Websites or Services. We encourage parents and legal guardians to monitor their children’s Internet usage and to help enforce this Policy by instructing their children never to provide personal information through the Websites or Services without their permission. If you have reason to believe that a person under the age of 18 has provided personal information to us through the Websites or Services, contact us at hello@thethings.io, and we will use commercially reasonable efforts to delete that information.
Changes
If our privacy policies practices change at some time in the future, we will post the policy changes to our web site to notify you of these changes and we will use for these new purposes only data collected from the time of the policy change forward. If you are concerned about how your information is used, you should check back at our Web site periodically.
DIPROTECH Obligations
DIPROTECH shall not process the Accessed Data for a purpose other than the provision of the Service requested by the User and shall not transfer such data, not even for their storage, to unauthorized parties.DIPROTECH shall notify the User promptly if it becomes aware of any data breach and shall provide full details of the relevant breach.DIPROTECH shall ensure that persons authorized to process the Accessed Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.Taking into account the nature of the processing, assist the User by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of the Users’ obligation to respond to requests for exercising the data subject’s rights.DIPROTECH shall take all measures required pursuant to Article 32 of the GDPR (Security of Processing).DIPROTECH assist the User in complying with its obligations pursuant to Articles 32 to 36 of GDPR with: (a) at the choice of the User, delete or return all the Accessed Data to the User after the end of the provision of Service, unless the storing of the data is required by applicable law; and (b) make available to the User all the information necessary to demonstrate compliance with the obligations laid down in Article 28 of GDPR and allow for and contribute to audits, including inspections, conducted by the User or another auditor mandated by the User.thethings.iO has been independently audited in a dedicated DPIA, and now we are working hard to fully align our service with GDPR provisions. More information available by sending an email to hello@thethings.io.
Thethings.Io Platform Terms Of Service
This agreement together with any applicable Purchase Order issued hereunder (the “AGREEMENT“), effective as of the date set forth on an applicable Purchase Order (“EFFECTIVE DATE”), is established as a legal agreement between the entity or person accepting these terms (the “CUSTOMER“;) and the legal entity of thehtings.io named DIPRO TECHNOLOGIES S.L. (“DIPROTECH“), with offices at Hipòlit Làzaro 25, LOCAL 3, 08025 Barcelona (Spain).THIS AGREEMENT REGULATES THE ACCESS AND USE OF THE SERVICE BY THE CUSTOMER. BY ACCESSING THIS SERVICE OR USING IT, THE CUSTOMER ACCEPTS, IN REPRESENTATION OF A PHYSICAL OR LEGAL PERSON, TO COMPLY WITH THE CONDITIONS OF THIS AGREEMENT.For the purposes of this AGREEMENT, Party shall mean DIPROTECH or the CUSTOMER according to the meaningof the expression in each case and Parties shall mean DIPROTECH and the CUSTOMER jointly.
SERVICES
Subscription LicenseSubject to the terms and conditions of this AGREEMENT, DIPROTECH (a) will use commercially reasonable efforts to host, operate and maintain the Services as set forth on the Purchase Order, which may include the thehtings.io Platform (the “Platform”), the and/or other services offered by DIPROTECH (collectively, the “Services”), and (b) grants the CUSTOMER a non-exclusive, non-transferable, non-sublicensable right and subscription license to access and use the Services.Access and Account SetupDIPROTECH will render the Services in accordance with this AGREEMENT. DIPROTECH will provide the CUSTOMER with an Administrator Account that can be used to manage the User Accounts, thehtings.io Panel and other functionalities of the Services. The CUSTOMER shall administer the Services through the thehtings.io Panel Console.Additional ServicesThe CUSTOMER may subscribe to additional Services by submitting an additional Order From or by sending an email to customer.support@thehtings.io. This AGREEMENT will apply to all Purchase Orders and to all additional Services that the CUSTOMER may subscribe.Availability DIPROTECH will use commercially reasonable efforts to guarantee access to subscribed Services available 24 hours a day, 7 days a week, with the exception of interruptions scheduled for maintenance tasks. In the event that the CUSTOMER requires additional guarantees of availability, he or she must explicitly subscribe to the Platinum Service Level Agreement (SLA).Modification to ServicesDIPROTECH may at any time make changes to the Services, which are reasonable from a commercial point of view (e.g. new features and improvements of thehtings.io Software). If, as a consequence of any adaptation or new version of the Services, DIPROTECH will consider it necessary to modify these Terms of Service, DIPROTECH will inform the CUSTOMER through the route that DIPROTECH establishes, provided that the CUSTOMER has subscribed to be informed of such changes.
Thehtings.Io PLATFORM: TERMS OF SERVICE (SaaS)
DIPROTECH will not assess the contents of CUSTOMER Data in order to identify information subject to any specific legal requirements. The CUSTOMER is solely responsible for complying with incident notification laws applicable to the CUSTOMER and fulfilling any third-party notification obligations related to any Data Incident(s).
Data Correction, Blocking and Deletion
During the period of this AGREEMENT, DIPROTECH will provide the CUSTOMER or End Users with the ability to correct, block, export and delete CUSTOMER Data consistently with the functions of the Services. Once theCUSTOMER deletes the CUSTOMER Data (without being able to recover them), DIPROTECH will remove such CUSTOMER Data from its systems as soon as reasonably possible and within a maximum period of 180 days.On expiry of the Term, the CUSTOMER instructs DIPROTECH to delete all CUSTOMER Data (including existing copies) from DIPROTECH systems in accordance with applicable law. DIPROTECH will, after a recovery period of up to 30 days following such expiry, comply with this instruction as soon as reasonably practicable and within a maximum period of 180 days, unless EU or EU Member State law requires storage. The CUSTOMER acknowledges and agrees that CUSTOMER will be responsible for exporting, before the Term expires, any CUSTOMER Data it wishes to retain afterwards.
Access to Data
DIPROTECH shall provide the CUSTOMER with the CUSTOMER Data in accordance with the terms of theAGREEMENT in a manner consistent with the functions of the Services, including the applicable SLA. To the extent that the CUSTOMER, in its use and administration of the Services, does not have the ability to modify or delete CUSTOMER Data (as required by applicable law), or to migrate CUSTOMER Data to another system or service provider, DIPROTECH will respond to reasonable requests made by the CUSTOMER to help facilitate such actions provided that DIPROTECH is legally allowed and has reasonable access to the CUSTOMER Data.
Data Protection Officer
According to General Data Protection Regulation (“GDPR”, EU 2016/679) compliance directives of responsibility and accountability, the CUSTOMER can contact Data Protection Officer designated by DIPROTECH at hello@thethings.io
Data Storage, Processing and Transfer
The CUSTOMER may select in the Purchase Order, from locations where DIPROTECH or its Cloud service providers have facilities, where certain CUSTOMER Data will be stored (the Data Location Selection), and DIPROTECH will store it there in accordance with this AGREEMENT.If a Data Location Selection is not made by the CUSTOMER in respect of any CUSTOMER Data, as part of the provision of Services, DIPROTECH may store and process the CUSTOMER Data in European Union countries or in any other country where DIPROTECH or its Cloud service providers have facilities, in any case complying with the provisions in the Data Protection Legislation.DIPROTECH’s
Security Assistance
The CUSTOMER agrees that DIPROTECH will (taking into account the nature of the processing of CUSTOMER Personal Data and the information available to DIPROTECH) assist the CUSTOMER in ensuring compliance with any of CUSTOMER’s obligations in respect of security of personal data and personal data breaches, including if applicable CUSTOMER’s obligations pursuant to Articles 32 to 34 (inclusive) of the GDPR, by:
- Implementing and maintaining the Security Measures in accordance with DIPROTECH Security Measures complying with the terms of Section Data Incidents; andproviding CUSTOMER with the information contained in the AGREEMENT including these Terms.
Subcontractors
DIPROTECH may hire or engage one or more Subcontractors to provide parts of the Services. DIPROTECH will ensure that Subcontractors only access and use CUSTOMER Data in accordance with the terms of the AGREEMENT and that they are bound by written obligations that require them to provide at least the level of data protection required by the AGREEMENT. The CUSTOMER gives its consent to DIPROTECH to subcontract the processing of the CUSTOMER Data to Subcontractors in accordance with the terms stipulated in this AGREEMENT.
CUSTOMER OBLIGATIONS: TERMS OF SERVICE (SaaS)Compliance
The CUSTOMER must ensure that the CUSTOMER and the Users use the Services in accordance with the provisions of terms and conditions of this AGREEMENT, the Privacy Policy and applicable regulations.DIPROTECH may incorporate at any time new applications, services or additional functions to the Services, whose use may be subject to acceptance by the CUSTOMER of new terms and conditions.
Management of Services: TERMS OF SERVICE (SaaS)Through the thehtings.io Panel, the CUSTOMER shall designate an Administrator, who can access the Administrator Account from which he/she can manage the User Accounts. It shall be the responsibility of the CUSTOMER: (a) to maintain the confidentiality of the password and the Administrator Account; (b) verify that all activities developed in connection with or through the Administrator Account and User Account(s) comply with the provisions of this AGREEMENT, assuming full responsibility for any breach by Administrator or Users of any such provisions.
Privacy and User Consent
The CUSTOMER will obtain and maintain any required consents necessary to permit the processing of CUSTOMER Data under this AGREEMENT.The Administrator designed by the CUSTOMER shall have the ability to access, monitor, use or disclose data available to Users contained in User Accounts through the thehtings.io Panel. The CUSTOMER agrees to obtain and to conserve the consents of the Users that are necessary in order to allow: (a) such access, supervision, use and/or disclosure by the CUSTOMER; and (b) DIPROTECH the provision of the Services in the manner provided in this AGREEMENT.
Unauthorized uses
The CUSTOMER will make reasonable efforts to prevent unauthorized use or access to the Services, as well as to stop any unauthorized use. The CUSTOMER will immediately notify DIPROTECH of any unauthorized use or access to the Services of which it may have knowledge.
Restrictions of use
Except to the extent expressly authorized by this AGREEMENT or otherwise agreed in writing by DIPROTECH, the CUSTOMER shall not: (a) sell, resell, or lease the Services to a third party, or otherwise make the Services available to third parties; (b) attempt to perform reverse engineering in connection with the Services or any component of the Services, except to the extent permitted by applicable law; (c) seek to create a substitute or similar service through the use or access to the Services; (d) use the Services for High-Risk Activities; or (e) use the Services to store or transfer any CUSTOMER Data that is controlled for export purposes in accordance with the Export Control Laws and will use reasonable efforts to ensure that no third party performs any such action.Without limiting the rights of DIPROTECH with respect to any other breach of this Clause, breach of Clause will lead to termination of the Subscription to thehtings.io Platform.
Responsibilities under European Legislation
If the European Data Protection Legislation applies to the processing of CUSTOMER Personal Data, the CUSTOMER agrees and acknowledges that it is compliant with obligations applicable to it under the European Data Protection Legislation with respect to the processing of that CUSTOMER Personal Data.
SUBSCRIPTION FEES AND PAYMENT
Subscription Fee
The Subscription Fees will be fixed during the subscription Term, except that: (i) the CUSTOMER exceeds the Limits established in the subscription and as defined in the corresponding Purchase Order, in particular the limit of users or other limitations that may apply (see the section Subscription Limits); or (ii) the CUSTOMER subscribes to additional Services or change Subscription Limits, including Users, Devices and/or additional Places. In the case of Services to which limits of Users, Devices or Places apply, the CUSTOMER will be charged the fees associated with all Users, Devices and/or Places to be invoiced.
Subscription Limits
The Purchase Order associated with the subscribed Services sets the monthly usage limits established in it. These limits are designated based on particular Service being purchased and may include the following options. In the case of Services to which user limits apply, the CUSTOMER will be charged the additional fees associated with the excess of the number of users in a calendar month with respect to the limit contracted in the subscription Term.
Limit Adjustments In The Next Calendar Month
DIPROTECH will determine if the CUSTOMER has exceeded the monthly Subscription Limits established in the subscription for the next calendar month. This revision is completed at the end of each calendar month. If the CUSTOMER exceeds any monthly limit by more than 20% unless specified otherwise in the Purchase Order, when this revision is completed, the CUSTOMER’s Subscription Fee will increase at the beginning of the next calendar month to bring it to the price of the level corresponding to the maximum limit revised. This review and update process will be applied to each calendar month during the subscription Term.
Payment
All payments must be made in the currency indicated in the Purchase Order or invoice (as applicable). The CUSTOMER will pay for the Services according to one of the methods included below, which the CUSTOMER must choose when placing an order for Services. Payment methods may not be available to all CUSTOMERS.
Payment by credit card
The Prices of orders paid by credit or debit card, or by direct debit from the CUSTOMER’s bank account, expire at the beginning of the subscription Term during which the CUSTOMER receives the Services. The CUSTOMER expressly authorizes that DIPROTECH will charge to the CUSTOMER’s credit or debit card, or to the CUSTOMERs bank account (as applicable), all applicable Prices once expired. Likewise, the CUSTOMER authorizes DIPROTECH to employ a third party to process the payments, and accepts the disclosure of its payment information to said third party.
Payment against invoice
If the CUSTOMER chooses payment against invoice, he expressly authorizes DIPROTECH to invoice no more than forty-five (45) days before the beginning of the subscription Term and each subsequent Billing Period, and other times during the subscription Term when there are fees that must be paid. All invoiced amounts are due and payable within thirty (30) days from the date of the invoice, unless specified otherwise in the Purchase Order, and are considered pending payment from that date.DIPROTECH may occasionally offer the CUSTOMER alternative options or billing plans (for example, in the Purchase Order). If the CUSTOMER accepts an option or alternative billing plan, the terms of said option or plan will be applicable as identified in the offer.
Suspension for non-paymentAutomatic Suspension
If the CUSTOMER does not pay DIPROTECH the fees pending payment within 30 days from its due date, DIPROTECH may automatically suspend the use of the Services by the CUSTOMER until the CUSTOMER pays the remaining amount.
During Suspension
If the CUSTOMER has an annual commitment to DIPROTECH Services and is suspended for non-payment, DIPROTECH will continue charging the subscription fee while the CUSTOMER is suspended.
Termination after Suspension
If any pending amount is not paid within 60 days of its expiration, DIPROTECH may immediately terminate this AGREEMENT with a written notice to the CUSTOMER (which may be by email).
Claims regarding billing
Any claim related to billing must be submitted prior to the due date of the invoice. If the parties determine that certain billing system errors are attributable to DIPROTECH, DIPROTECH will not issue a corrected invoice but a credit voucher specifying the amount of the invoice that was found to be incorrect. If the claimed invoice has not yet been paid, DIPROTECH will apply the amount of the credit voucher to it and the CUSTOMER will be responsible for paying the resulting net balance due on said invoice.
Purchase Orders
If the CUSTOMER requests a purchase order number on his/her invoice, the CUSTOMER must inform DIPROTECH and DIPROTECH will include that order number in the invoices after the notification. If the CUSTOMER does not provide the order number, the CUSTOMER waives any order requirement and (a) DIPROTECH will invoice the CUSTOMER without order number; And (b) the CUSTOMER agrees to pay those invoices without a referenced order number. The parties agree that none of the terms and conditions set forth in the purchase orders issued by the CUSTOMER shall apply to this AGREEMENT and may not modify it, and that any term or condition set forth in such purchase orders shall be null and void.The CUSTOMER acknowledges and accepts that the information contained in the DIPROTECH website about the contracting of the Services does not constitute a contractual offer or the beginning of a commercial relationship with the CUSTOMER, but must comply with the established requirements for the purchasing process as stated in this AGREEMENT and in accordance with the applicable regulations
Taxes
All subscription fees exclude taxes, which will be charged accordingly with the applicable regulations. CUSTOMER is responsible for any Taxes, and CUSTOMER will pay DIPROTECH for the Services without any reduction for Taxes. The CUSTOMER is not responsible for any taxes that corresponds to gross income or net income of DIPROTECH.If the CUSTOMER resides in the European Union, the CUSTOMER may provide DIPROTECH in a timely fashion with a valid tax exemption certificate issued by the relevant tax authority in his/her corresponding member state in order to be exempt from VAT tax. Otherwise, DIPROTECH is obliged to collect taxes, and these will be billed to the CUSTOMER.If the CUSTOMER is subject to the GST (Tax on goods and services), we inform you that none of the DIPROTECH rates include this tax. In the event that the CUSTOMER must deduct or withhold any tax, he/she must pay the corresponding amount required by law and pay the DIPROTECH an additional amount so that DIPROTECH receives the full payment without any deduction or withholding.
TECHNICAL SUPPORT SERVICES
Provided By The CUSTOMER
The CUSTOMER must, at his/her own expense, answer any questions and claims that may be raised by the Users or any third parties in relation to the use of the Services by the CUSTOMER or the Users. The CUSTOMER shall make reasonable efforts in order to solve for itself the incidents that in the matter of technical support could be notified, before forwarding them to DIPROTECH in accordance with what is established in “Provided by DIPROTECH” Clause.
Provided By DIPROTECH
If the CUSTOMER is unable to solve an incident in accordance with the provisions of Clause “Provided by Customer”, he/her may submit it to DIPROTECH in accordance with the terms associated with the subscribed Services in the corresponding Purchase Order.
SUSPENSION Of The User Accounts By DIPROTECH
If DIPROTECH warns that a User Account is being used in breach of this AGREEMENT, DIPROTECH may specifically request the CUSTOMER to suspend the corresponding User Account. If the CUSTOMER does not suspend a certain User Account at the request of DIPROTECH, DIPROTECH may suspend it by itself. Such suspension will continue until the User in question corrects the breach that would have given rise to it.
Security Emergencies
Notwithstanding the foregoing, in the event of any Security Emergency, DIPROTECH may automatically suspend the impacted User Accounts. The Suspension will have the minimum entity and the shortest duration necessary, according to DIPROTECH, to prevent or solve the Security Emergency. In case DIPROTECH Suspends any User Account(s), for any reason, without previous notification to the CUSTOMER, at the request of the latter, DIPROTECH will provide to the CUSTOMER the reasons that have motivated the Suspension, as soon as reasonably practicable.CONFIDENTIAL INFORMATIONThe recipient of any Confidential Information may not disclose such information, except to Group Companies, Subcontractors, Employees or Professional Advisers who need to know it and who have agreed in writing (or in the case of professional advisers, who are obliged to do so in accordance with the applicable regulations) to maintain the confidentiality of the same. The recipient shall ensure that such persons and entities use such Confidential Information only to exercise rights and to fulfill obligations under this Agreement and shall take all reasonable measures to protect it. Likewise, the recipient may disclose the Confidential Information if required by law, after reasonable notice, if permitted by law, the person or entity that disclosed it. Said notification must be made sufficiently in advance for the discloser to request a confidential treatment, a protection order or other similar solutions prior to disclosure.The Confidential Information does not include information:a) that is already known by the recipient,b) that it is made public without responsibility of the recipient, c) that the recipient generates independently or d) that a third party transmits it legitimately.INTELLECTUAL PROPERTY RIGHTS, BRAND ELEMENTS, ADVERTISING
Intellectual Property Rights
Except as expressly provided herein, this AGREEMENT does not guarantee to any party any right, title or interest in the Intellectual Property Rights of the other party or its licensors. As agreed between the parties, the CUSTOMER is the owner of all Intellectual Property Rights corresponding to the CUSTOMER Data and DIPROTECH is the owner of all Intellectual Property Rights corresponding to the Services and to the thehtings.io Platform and related materials.In particular, the CUSTOMER hereby acknowledges and agrees that the thehtings.io Platform, including the thehtings.io Software and any other software, hardware and associated documentation has been created by DIPROTECH, who shall retain all intellectual, industrial or other rights over the same, which may not be subject to further modification, copying, alteration, reproduction, adaptation or translation by the CUSTOMER.The structure, characteristics, codes, working methods, information systems, development tools, know-how, methodologies, processes, technologies or algorithms of the thehtings.io Platform are owned by DIPROTECH, or its suppliers, having been, in the latter case, subject to license or assignment by them, and are protected by Spanish or international standards of intellectual and industrial property, and may not be subject to further modification, copying, alteration, reproduction, adaptation or translation by the CUSTOMER .Consequently, any use by the CUSTOMER of the thehtings.io Platform, its Services or Associated Materials that is made without the authorization of DIPROTECH is strictly prohibited, including its exploitation, reproduction, dissemination, transformation, distribution, transmission by any means, subsequent publication, exhibition, public communication or total or partial representation, which, if they occur, will constitute infractions of DIPROTECHs intellectual or industrial property rights, sanctioned by current legislation.
Distinctive Signs
Neither party may display or use the Distinctive Signs of the other party, except as expressly permitted in this AGREEMENT, without the prior written consent of the other party. DIPROTECH will only be able to display those Distinctive Signs of the CUSTOMER that the CUSTOMER would have authorized (such authorization is understood granted when CUSTOMER uploads its Distinctive Signs to the Services), and only in those sections of the Service pages expressly designated for the purpose. The CUSTOMER may specify the nature of this use through the thehtings.io Panel. If the CUSTOMER wants to display the DIPROTECH Distinctive Signs in connection with the Services, the CUSTOMER must comply with the Brand Guidelines. DIPROTECH may include the Distinctive Signs of DIPROTECH on the Service pages to indicate its status as a provider of the Services.
Limitations of Distinctive Signs
Any goodwill resulting from the use by either party of the Distinctive Signs of the other shall belong to that other party. Either party may revoke its consent to the use by the other party of its Distinctive Signs under this AGREEMENT, by written notice thereof, at any time in due time.
Advertising
The CUSTOMER agrees that DIPROTECH may include the CUSTOMER name or his/her brand elements in a list of DIPROTECH clients, online or in promotional materials. In addition, the CUSTOMER also accepts that DIPROTECH may make a verbal reference to the CUSTOMER as a client of DIPROTECH products or services, as stipulated in this AGREEMENT. This clause is subject to Clause “Limitations of Distinctive Signs”.
Guarantees
Each party warrants to the other party that it will devote all its reasonable efforts and efforts to fulfill its obligations under this AGREEMENT.
Disclaimers
No condition, warranty or other terms shall apply to any Service or other goods or services provided by DIPROTECH pursuant to this AGREEMENT unless expressly set forth in this AGREEMENT. For the sake of clarity, no implied terms, warranties or conditions (including conditions relating to satisfactory quality, suitability for a particular purpose or compliance with the description) shall apply.DIPROTECH does not make any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. DIPROTECH make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services.SUBSCRIPTION TERM AND RENEWAL
Duration Of These Terms
This AGREEMENT will take effect on the Effective Date and shall remain in force during the subscription Term or other Term specified in the Purchase Order, except in the case of early termination. The subscription will be renewed automatically as indicated once achieved the period of the Subscription Term. Renewal subscription fee indicated in the Purchase Order will apply. If the renewal fee is not included in the Purchase Order, DIPROTECH subscription fee available at that time will be applied on the day of the renewal.
Purchases During The Term Of Services
DIPROTECH will provide the Services to the CUSTOMER during each subscription Term of the Services. Unless the parties agree otherwise in writing, the additional Services purchased during the subscription Term for the Services will have a prorated period ending on the last day of the subscription Term for the Services. If the CUSTOMER adds or modifies the additional Services during the subscription Term, the fees for these additional Services will be prorated and renewed along with the subscription, unless otherwise indicated in the corresponding Purchase Order.
Review of subscription fees
DIPROTECH may revise its subscription fees for any Renewal Term by notifying it in writing or by e-mail to the CUSTOMER at least 45 days before the Renewal Term begins, unless otherwise indicated in the corresponding Purchase Order.
RenewalSubscription renewal
The Services will be renewed at the end of each subscription Term of the Services in accordance with the choice of the CUSTOMER in the Purchase Order or in the thehtings.io Panel or Website (if this option is provided). The renewal fees indicated in the Purchase Order will apply. This fee will be subject to adjustments as specified in previous sections. Renewal fee is not included in the Purchase Order, DIPROTECH subscription fee available at that time will be applied on the day of the renewal.
Modification of Subscription
The CUSTOMER may modify the subscribed Services by communicating to DIPROTECH a new Purchase Order for the account to be renewed or directly through the thehtings.io Panel or Website (if this option is provided). The CUSTOMER will continue to pay DIPROTECH the current subscription according to the applicable fees for renewal unless the CUSTOMER and DIPROTECH agree otherwise.
Notice of non-renewal by CUSTOMER
Unless otherwise specified in the Purchase Order, the subscription will be renewed automatically. In order to prevent the service subscription from being automatically renewed, the CUSTOMER must send a written notification no less than forty-five (45) days before the end of the subscription Term. If the CUSTOMER decides not to renew his subscription, he must send a Notice of Non-renewal by email to customer.support@thehtings.io. This notification of non-renewal will be effective once the current service subscription Term expires, at which time the AGREEMENT will terminate automatically.
Notice of non-renewal by INNOQUANT
Unless otherwise specified in the Purchase Order, if DIPROTECH does not wish to renew the Services, DIPROTECH will notify the CUSTOMER in writing (including sending email to the Notification Email Address) at least forty-five (45) days before the current service subscription Term ends. This notification of non-renewal will be effective once the current service subscription Term expires, at which time the AGREEMENT will terminate automatically.
TERMINATION
Resolution in case of non-compliance
Either party may suspend compliance and/or resolve the AGREEMENT (including any Purchase Order issued on the basis thereof), with immediate effect, if the other party: (i) fails to comply with the present AGREEMENT, and the breach in question is not susceptible to correction; (Ii) fails to comply with this AGREEMENT in an essential manner twice or more, without prejudice to any remedy of non-compliance; or (iii) fundamentally breaches this AGREEMENT and, notwithstanding that such breach may be remedied, the party in question will not remedy it within a period of thirty (30) days from the receipt of the written notification in this regard sent by the other part.
Resolution in cases of insolvency
Either party may suspend compliance with this AGREEMENT and/or terminate it (including any Purchase Order issued on the basis thereof), with immediate effect: (i) in the event that the other party reaches any settlement or composition with its creditors or for the benefit of the latter, or be subject to any form of judicial administration or liquidation, be declared bankrupt or insolvent, or be dissolved or in any other way cease its activity; or (ii) in the event that said other party is subject to any similar event or procedure in the jurisdiction in which it was incorporated or was a resident, or in which it carried out its activity or had assets.
Effects Of Contract Termination
In the event of resolution or termination of this AGREEMENT (including Purchase Orders): (i) immediately cease any rights granted by either party to the other; (Ii) DIPROTECH shall allow the CUSTOMER to access and export the CUSTOMER Data for a reasonable period of time, with DIPROTECHs pricing rates in effect at that time in respect of the applicable Services in question; (iii) after a reasonable period of time, DIPROTECH will delete the CUSTOMER Data by deleting all associated information from the active and replicated DIPROTECH storage servers and overwriting such information over time; and (iv) each party shall, at the request of the other, make reasonable efforts to immediately return or destroy any Confidential Information of the other party in its possession.INDEMNIFICATION If the CUSTOMER receives any claim from a third party in which it alleges that either the technology used by DIPROTECH for the purpose of providing the Services, or any DIPROTECH Distinctive Sign infringes any copyright, secret or trademark of that third party (a) shall immediately notify such circumstance to DIPROTECH, and (b) provide DIPROTECH with any information, assistance and reasonable assistance in order to respond and, in its sole discretion, and (c) allow DIPROTECH to control and hold, on an exclusive basis, the defense against such claim and, as the case may be, any AGREEMENT that could be reached in this regard. The CUSTOMER may, at his/her expense, designate the counsel of his/her choice to supervise the handling of such claim.DIPROTECH shall not be liable in any case under this Clause for any Intellectual and Industrial Property Claims derived from: (a) the use of DIPROTECH Distinctive Services or Signs in any way that does not comply with provided in this AGREEMENT, any modification or alteration of Distinctive Services or Signs, or any combination thereof with third party Products; and/or (b) any content, information or data provided by the CUSTOMER, Users or any other third party, to DIPROTECH.In the event that a third party alleges, or DIPROTECH understands, that the use of the Services by the CUSTOMER infringes Intellectual and Industrial Property Rights, DIPROTECH may (in its sole discretion) suspend the use by the CUSTOMER of any of the Services, or modify such Services in order to remedy the violation. In the event that neither option is commercially reasonable, DIPROTECH may suspend or terminate the use by the CUSTOMER of the affected Services. If any suspension that may occur under this clause extends for more than 30 days, the CUSTOMER may, at any time and until the date on which the provision of the Services in question is resumed, immediately resolve this AGREEMENT by sending to DIPROTECH a written notice. In the event of termination of the Services in accordance with the provisions of this Clause, DIPROTECH will reimburse in the proportion that proceeds any amount actually paid by the CUSTOMER corresponding to the period after the termination.If DIPROTECH receives any claim from a third party in which it alleges that the CUSTOMER Data, the CUSTOMER Name or Domain Names and/or the CUSTOMER Distinctive Signs infringe Intellectual and Industrial Property Rights, DIPROTECH (a) shall immediately notify such circumstance to the CUSTOMER, and (b) provide the CUSTOMER with any information, assistance and reasonable cooperation for the purpose of responding and, if appropriate, raising the defense corresponding to such claim in respect of Intellectual and Industrial Property of the CUSTOMER, and (c) allow the CUSTOMER to control and hold, exclusively, the defense against such claim and, if applicable, any extrajudicial agreement that could be achieved in this regard. DIPROTECH may, at its expense, designate the lawyer of its choice to supervise the handling of said claim.This Clause includes the liability and corresponding actions of each party in the event of infringement of the Intellectual and Industrial Property Rights of a third party, excluding any other responsibilities or actions.LIMITATION OF LIABILITYThe provisions of this AGREEMENT shall not exclude or limit the liability of any party in the event of:(a) death or personal injury attributable to the gross negligence of either party or its employees, agents or representatives;(b) false or fraudulent statement;(c) breach of any implied term of ownership or peaceful possession; or(d) misuse of confidential Information.Except as expressly provided otherwise in this AGREEMENT, none of the provisions of this AGREEMENT constitutes an exclusion or limitation of the liability of the parties under Clause “Indemnification”.Under Clause “Limitation of Liability”, neither party shall be liable under this AGREEMENT (under contract, tort (including negligence) or otherwise) of the following losses affecting the other party or (whether or not the parties have contemplated the possibility of such losses on the date of entry into force of this AGREEMENT):
- a) Loss of actual or anticipated benefits (including contract benefits)
- b) Loss of anticipated saving
- c) Loss of business opportunities
- d) Loss of prestige or damage to goodwill
- e) Special, indirect or derivative losses.
OTHER PROVISIONS
Notifications
Unless otherwise provided in this AGREEMENT, any notice or notice of termination or breach of this AGREEMENT shall be made in English or in Spanish by writing to the Legal Department of the other party and forwarded to the registered office (or to address for notifications specified in the Purchase Order) or (as applicable) to the email address customer.support@thethings.io, or in each case to any other address which either party has notified to the other. The notifications will be understood delivered at the moment of their reception as a result of the corresponding physical or electronic acknowledgment (as applicable in each case). Any other communication must be made in English or in Spanish by writing to the main contact of the other party and sent to the postal address or email of the latter in force at that time.
Assignment
Neither party may assign its rights or obligations under this AGREEMENT without the prior written consent of the other party, except in the case of assignment to any Company in its Company Group, provided that:(i) the assignee undertakes for written to be bound by the terms of this AGREEMENT;(Ii) the assignor notifies the assignment to the other party; and(iii) in those cases where the assignor is the CUSTOMER, the assignee satisfactorily passes all the credit controls required by DIPROTECH.
Subcontracting
Subject to this AGREEMENT, DIPROTECH may subcontract in whole or in part compliance with its obligations under this AGREEMENT without the prior written consent of the CUSTOMER. DIPROTECH will nevertheless continue to be fully responsible for compliance with them, in particular for any actions and/or omissions of its subcontractors in this regard, as if it were their own actions and/or omissions.
Force Majeure
The Parties shall not be liable for breach of the obligations set forth in this AGREEMENT to the extent that such breach is due to causes reasonably beyond the control of the defaulting Party, such as, but not limited to, fires, floods, strikes, labor disputes or other social disorders, shortage or unavailability of fuel or electric power, unavailability or anomalous functioning of communications networks, accidents, wars (declared or not declared), commercial embargoes, blockades, disturbances or insurrections.
Disclaimers
The lack of exercise or delay in the exercise of any right or action contemplated or derived from this AGREEMENT shall not imply any waiver to enforce said (or any other) right or action.
Partial Nullity
Any nullity, annul ability or inability, total or partial, of any of the terms of this AGREEMENT will not prejudice the validity or effectiveness of the same or the remaining part of the affected clause (if any).
Relationship Between The Parties
Except as expressly provided otherwise, the provisions of this AGREEMENT shall not create any type of agency relationship, partnership or joint venture between the parties.
Modifications
Any modification to this AGREEMENT must be made in writing, expressly indicate its character as such and must be notified by DIPROTECH to the CUSTOMER.
Applicable Law
Any dispute arising from the interpretation or execution of these Terms of Service or any of its possible modifications, as well as any breach thereof, shall be interpreted in accordance with Spanish law.
Competent Jurisdiction
In order to resolve any controversy related to the provisions of this AGREEMENT or in execution thereof, DIPROTECH and the CUSTOMER expressly submit to the Courts and Tribunals of Barcelona, with waiver of any other jurisdiction that may correspond to them. The language to be used will be Spanish.
APPENDIX I. DEFINITIONS
For the purposes of this AGREEMENT, and unless otherwise expressly provided herein:Additional Products refers to additional products that the CUSTOMER installs, uses or activates that interact with the Services but are not part of the Services themselves. Administrators means the technical personnel designated by the CUSTOMER and responsible on behalf of the CUSTOMER to administer and manage the Account and Services for Users. “Amounts refers to the amounts that DIPROTECH charges the CUSTOMER for the Services. Brand Guidelines means the DIPROTECH terms and conditions applicable to the use by third parties of DIPROTECHConfidential Information means any information disclosed by either party to the other party under this AGREEMENT which is identified as such or which, in view of its nature, content or the circumstances of its disclosure, should reasonably be considered confidential.CUSTOMER: The entity that contracts the thehtings.io Platform Services in SaaS mode. CUSTOMER Data has the meaning given in the AGREEMENT; or, if no such meaning is given, means any data (includingpersonal data) collected, provided, generated, transmitted or published by the CUSTOMER or on behalf of the CUSTOMER including CUSTOMER thehtings.io Panel or Website Users, or End Users of CUSTOMER’s thehtings.io Pleatform, via the Services under the User Account. CUSTOMER Personal Data means any personal data collected, provided, generated, transmitted, or published by the CUSTOMER, its thehtings.io Panel or Website Users, or End Users of its Mobile Applications or Websites, and processed through the Services under the User Account. “Data Incident” means a breach of DIPROTECH’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, CUSTOMER Data on systems managed by or otherwise controlled by DIPROTECH. “Data Incidents” will not include unsuccessful attempts or activities that do not compromise the security of CUSTOMER Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems.Data Protection Policy means the national rules adopted in implementation of the Data Protection Legislation in European Union or in the country where the CUSTOMER is established.Distinctive Signs means the trademarks, trade names and logos of each party, as well as their domain names and any other distinctive signs belonging thereto. “GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.Intellectual property rights means all copyrights, moral rights, patent rights, trademarks, design rights, database rights or related rights, confidential or related information rights, domain names or related to these and all other intellectual property rights (registered or unregistered) in the world.thehtings.io Panel: represents the online tool that DIPROTECH provides to the CUSTOMER to access and use the subscribed Services thehtings.io Platform means an IoT platform owned by DIPROTECH, composed of different elements of hardware, software, among others.
