TERMS OF SERVICE

INTRODUCTION

Microclimates, Inc. (the “Company”) produces and/or provides a website (the “Site”), software applications (the “Software”), hardware devices and systems (the “Hardware”), and consulting/professional services (the “Services”). The Site, Software, Hardware, and Services are referred to herein as the “Offerings.” The terms “we,” “us,” and “our” refer to Microclimates, Inc. We provide these Offerings to you, the user, customer, or client, conditioned upon your acceptance of all terms, conditions, policies, and notices stated here.

By accessing, using, and/or purchasing any Offerings from the Company, you agree to be bound by the following terms and conditions (“Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/or contributors of content.

Please read these Terms carefully before accessing or using our Offerings. If you do not agree to all the terms and conditions of this agreement, then you may not access or use any Offerings. If these Terms are considered an offer, acceptance is expressly limited to these Terms.

DEFINITIONS

Authorized User: An employee, agent, or independent contractor of yours who is authorized by you to access and use the Offerings in accordance with this agreement.
Customer Data: All electronic data or information submitted by your or your Authorized Users to or through the Offerings, including but not limited to sensor readings, operational parameters, and other data generated from your Environmental Control Systems.
Confidential Information: Has the meaning set forth in the Confidentiality section below.
Documentation: The user manuals, help files, technical specifications, and other materials provided by Company, in written or electronic form, that describe the features, functionality, or operation of the Software.
Environmental Control Systems: The hardware, sensors, actuators, and related equipment that is used by you and which the Software is intended to monitor, control, automate, interface, or otherwise interact. Environmental Control Systems may be employed in any setting, including but not limited to agriculture (e.g., outdoor farms, greenhouses, vertical farms); storage (e.g., self-store facilities, warehouses); and production (e.g., factories, fabrication); and materials processing.
Intellectual Property Rights: Any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
Services: The professional services to be provided by Company to you as described in this agreement and/or an SOW, which may include, but are not limited to, Software implementation, configuration, customization, training, support, and maintenance.
Software: Company’s proprietary software application(s) for controlling and monitoring Environmental Control Systems, including any updates, upgrades, modifications, and enhancements thereto, provided in object code form.
Hardware: Computers, devices, sensors, actuators, networking equipment, and other equipment provided by the Company for controlling and monitoring Environmental Control systems.
Statement of Work (SOW): A written document, executed by you and the Company, that describes the specific Hardware to be provided, Software to be licensed, Services to be performed, fees, and any other transaction-specific terms and conditions. Any SOW shall be incorporated into and form a part of this agreement.
Subscription Term: The period during which you are authorized to use or access the Offerings.

GENERAL TERMS

By agreeing to these Terms, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.

You may not use our Offerings for any illegal or unauthorized purpose nor may you, in the use of the Offerings, violate any laws in your jurisdiction (including but not limited to copyright laws). You must not transmit any worms or viruses or any code of a destructive or malicious nature.

A breach or violation of any of the Terms will result in an immediate termination of your access to or use of the Offerings.

By accessing or using the services provided by Microclimates Inc., you agree to comply with and be bound by these Terms.

We reserve the right to refuse service to anyone for any reason at any time. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Offerings, use of the Offerings, or access to the Offerings or any contact through which the Offerings are provided, without express written permission by us.

The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

ACCURACY, COMPLETENESS, AND TIMELINESS OF INFORMATION

We are not responsible if information made available on this Site is not accurate, complete or current. The material on this Site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.

This Site may contain certain historical information. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our Site. You agree that it is your responsibility to monitor changes to our Site.

MODIFICATIONS TO THE OFFERINGS AND PRICES

Prices for our Offerings are subject to change without notice. We reserve the right at any time to modify or discontinue the Offerings (or any part or content thereof) without notice at any time.

We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Offerings.

PAYMENTS & TERMS

Hardware payments are due prior to the commencement of the hardware procurement process by Microclimates Inc. Software payments are due prior to the use of the software and are invoiced on a monthly or annual basis.

Accepted modes of payment encompass credit card, Automated Clearing House (ACH), and wire transfer.

Late Payment Policy

In the event of a late payment after seven (7) days from the invoice date, the following provisions can apply:

Late Payment Fee: A late interest fee of 12% annually will be applied to the outstanding balance for each day that the payment is overdue.
Suspension of Services: The site reserves the right to suspend or terminate the provision of services if payment is not received within fourteen (14) days from the invoice date.

We will provide you with written notice of late payment before taking any action.

Indemnification for Inaccurate Billing

In the event that you provide inaccurate, outdated, or incomplete billing or account information, you acknowledge and agree to assume full responsibility for any resulting consequences, including: cancellation or delay of orders, additional fees or charges, and the suspension or termination of access. You further agree to indemnify and hold harmless the Company, its officers, directors, employees, and agents from any liabilities, losses, damages, costs, and expenses arising from or in connection with the provision of inaccurate billing or account information.

USER ACCOUNT

You hereby acknowledge and agree to be solely responsible for maintaining the security and confidentiality of your account credentials. The Company explicitly reserves the right to suspend or terminate user accounts without prior notice in the event of any violations of these terms, at the Company’s sole discretion.

INTELLECTUAL PROPERTY

Company IP. As between you and the Company, Company owns all right, title, and interest, including all Intellectual Property Rights, in and to the Software, Documentation, Services, and any improvements, enhancements, modifications, or derivative works thereof (“Company IP”). No rights are granted to you hereunder other than as expressly set forth herein.
Customer Data. As between you and the Company, you own all right, title, and interest, including all Intellectual Property Rights, in and to Customer Data. You grant Company a non-exclusive, worldwide, royalty-free, sublicensable right and license to use, copy, transmit, modify, display, and create derivative works of Customer Data solely to the extent necessary to provide the Offerings to you, and to improve Company’s Offerings (provided that such improvement use is on an aggregated and anonymized basis that does not identify you or any individual).
Feedback. You hereby grant Company a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, and commercially exploit any suggestions, ideas, enhancement requests, or other information relating to the Offerings (“Feedback”), without any obligation or accounting to you.
No Implied Licenses. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party any Intellectual Property Rights or other right, title, or interest in or to any of the Company IP.

SOFTWARE LICENSE

Software License Grant. Subject to your compliance with these terms, Company grants you, during the Subscription Term, a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license to access and use the Software, solely in object code form, for your internal business purposes at a specified site or sites.
License Restrictions. You shall not, and shall not cause or induce anyone to:
- copy, modify, or create derivative works of the Software or Documentation;
- reverse engineer, decompile, or disassemble the Software (except as permitted by law, and only after advance written notice to Company);
- sell, resell, license, or otherwise transfer or make the Software available to any third party (other than Authorized Users);
- use the Software to provide services to third parties (e.g., as a service bureau);
- remove, alter, or obscure any proprietary notices;
- use the Software in any manner that violates any applicable law or third-party right;
- use the Software to store or transmit malicious code, or infringing/unlawful material; or
- attempt to gain unauthorized access to the Software or its related systems.
Authorized Users. You are responsible for all acts and omissions of your Authorized Users.
Support and Maintenance. Company will provide standard support and maintenance services for the Software (“Support Services”) throughout the Subscription Term. Higher-level support services are outlined in a separate SOW.
Implementation and Training. If specified in an SOW, Company will provide implementation, configuration, and training services.

YOUR RESPONSIBILITIES

You shall:

Provide Company with timely access to your premises, personnel, Environmental Control Systems, and information as reasonably necessary for the Services and Software to function.
Ensure that your Environmental Control Systems and IT infrastructure meet the minimum system requirements specified by Company.
Be solely responsible for the accuracy, quality, integrity, and legality of Customer Data and the means by which you acquired it.
Use the Software and other Offerings in compliance with all applicable laws and regulations.
Maintain adequate insurance to cover potential losses from the failure of your Environmental Control Systems, whether caused by a failure of our Offerings or some other cause.

OPTIONAL TOOLS AND THIRD-PARTY LINKS

OPTIONAL TOOLS: We may provide access to third-party tools over which we have no control. YOU ACKNOWLEDGE AND AGREE THAT WE PROVIDE ACCESS TO SUCH TOOLS ‘AS IS’ AND ‘AS AVAILABLE’ WITHOUT ANY WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND AND WITHOUT ANY ENDORSEMENT. We expressly disclaim any responsibility or liability for issues arising from the use of optional third-party tools.

THIRD-PARTY LINKS: We are not responsible for examining or evaluating the content or accuracy of third-party websites linked from our Site, and we are not liable for any harm or damages related to transactions made in connection with any third-party websites.

USER COMMENTS, FEEDBACK, AND OTHER SUBMISSIONS

If you send us creative ideas, suggestions, or other materials (collectively, ‘comments’), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are under no obligation to maintain comments in confidence, pay compensation for comments, or respond to comments.

You are solely responsible for any comments you make and their accuracy. We assume no liability for any comments posted by you or any third party.

PERSONAL INFORMATION AND DATA OWNERSHIP

Your submission of personal information through the site is governed by our Privacy Policy.

Data Ownership and Use Policy

Ownership of Customer Data: You, the customer, own all data collected by our Offerings that pertains to your person, business, including configurations, sensor and camera image data.
Use of Customer Data: While you retain ownership, you grant us a limited, non-exclusive license to utilize your data to improve our Offerings and develop new features.
Anonymization: We may anonymize or aggregate your data before using it for analysis or Offering improvement purposes.
Data Protection: We implement robust security measures to protect your data.
Control: You have the right to access, rectify, or delete your data by contacting us.

ERRORS, INACCURACIES AND OMISSIONS

We reserve the right to correct any errors, inaccuracies or omissions on or provided by our Offerings (including in product descriptions, pricing, and availability) and to change or update information or cancel orders if any information is inaccurate at any time without prior notice.

CONFIDENTIALITY

Definition: “Confidential Information” means all non-public information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), that is designated as confidential or that reasonably should be understood to be confidential.
- Company CI includes, without limitation, the Software (source code and object code), Documentation, pricing, business and marketing plans, and technology.
- Your CI includes, without limitation, Customer Data.
- Exceptions: Information is NOT Confidential if it is or becomes publicly known, was known prior to disclosure, is received from a third party without breach, or was independently developed by the Receiving Party.
Protection: The Receiving Party shall use the same degree of care that it uses to protect its own confidential information (but no less than reasonable care) and shall only use the information for purposes within the scope of this Agreement.
Compelled Disclosure: The Receiving Party may disclose Confidential Information if compelled by law, provided the Disclosing Party is given prior notice (if permitted) and reasonable assistance to contest the disclosure.
Return or Destruction: Upon termination or request, the Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party and certify such return or destruction in writing.

PROHIBITED USES

You are prohibited from using the site or its content for any unlawful purpose; to solicit unlawful acts; to violate any regulations or laws; to infringe upon intellectual property rights; to submit false information; to upload or transmit viruses or malicious code; to spam, phish, crawl, or scrape; for any obscene or immoral purpose; or to interfere with or circumvent the security features of the Service.

WARRANTIES AND DISCLAIMERS

Company Warranties

Software Performance: Warrants that the Software will perform substantially in accordance with the Documentation for a period of one (1) year from purchase.
- Sole Remedy: Repair or replacement of non-conforming Software, or termination of the license and refund of prepaid, unused fees.
Hardware Performance: No warranty is provided beyond that offered by the third-party vendor or manufacturer. Company will make reasonable efforts to coordinate warranty claims.
Services Performance: Warrants that Services will be performed in a professional and workmanlike manner.
Non-Infringement: Warrants that, to its knowledge, the Software does not infringe upon any valid U.S. patent, copyright, or trade secret.

Customer Warranties

You warrant you have the authority to enter the agreement.
You warrant you own or have obtained all necessary rights to submit Customer Data.
You warrant your use of the Offerings will comply with all applicable laws.

DISCLAIMER OF WARRANTIES

EXCEPT FOR THE EXPRESS WARRANTIES, THE OFFERINGS ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING.

You acknowledge that the effectiveness of the Offerings depends on factors beyond Company’s control (e.g., proper functioning and calibration of Your Environmental Control Systems).
COMPANY IS NOT RESPONSIBLE FOR THE OPERATION OR PERFORMANCE OF YOUR ENVIRONMENTAL CONTROL SYSTEMS OR ANY THIRD-PARTY HARDWARE OR SOFTWARE.

LIMITATION OF LIABILITY

EXCLUSION OF CERTAIN DAMAGES: COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (e.g., loss of profits, property damages, loss of business, or personal injury) arising out of this Agreement, however caused.
CAP ON LIABILITY: The aggregate liability of Company shall NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU to Company under the applicable SOW(S) during the TWELVE (12) MONTH PERIOD immediately preceding the event giving rise to the liability.
EXCEPTIONS: These limitations do not apply to: (a) Indemnification Obligations; (b) Breach of Confidentiality (excluding Customer Data liability); (c) Gross Negligence, Willful Misconduct, or Fraud; or (d) Your Payment Obligations.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless Microclimates and its affiliates, partners, officers, directors, and employees from any claim or demand arising out of:

(a) Your breach of these Terms.

(b) Your Customer Data (including IP infringement claims).

(d) Your violation of any law or third-party rights.

SEVERABILITY & TERMINATION

SEVERABILITY: If any provision is deemed unlawful or unenforceable, the rest of the provisions remain valid and enforceable.

TERMINATION: You may terminate these Terms at any time by notifying us. We may terminate without notice if you breach any term. Upon termination, all rights and licenses cease, and you must return or destroy all copies of the Software and Documentation.

ENTIRE AGREEMENT

These Terms, any SOW, and any policies posted by us constitute the entire agreement between you and us, superseding any prior agreements.

GOVERNING LAW AND DISPUTE RESOLUTION

Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of Washington, USA.
Dispute Resolution:
- Negotiation: Parties must first use good faith negotiations (30 days).
- Mediation: If negotiation fails, parties agree to mediation administered by the American Arbitration Association (AAA).
- Arbitration: If mediation fails, any unresolved Dispute shall be finally settled by binding arbitration administered by the AAA in Seattle, Washington.
Equitable Relief: Either Party may seek injunctive or other equitable relief in any court to protect its Intellectual Property Rights or Confidential Information.

CHANGES TO THE AGREEMENT

We reserve the right to update, change or replace any part of these Terms by posting updates and changes to our Site. The Terms in effect on the date of purchase will apply to purchased Software, Hardware, or Services.

CONTACT INFORMATION

Email: legal@microclimates.com
Post: Microclimates, Inc.
959 5th St Mukilteo Washington US 98275

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