Terms and Conditions

By accessing, registering for, or using the SENSORAP platform, web application, APIs, device management infrastructure, analytics services, and any associated products or documentation (collectively, the "Services"), you ("Customer", "User", or "you") agree to be bound by these Terms and Conditions ("Terms"). These Terms constitute a legally binding agreement between you and SENSORAP LLC ("SENSORAP", "we", "us", or "our").

If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms. In that case, "you" refers to both you individually and the entity you represent. If you do not have such authority, or if you do not agree to these Terms, you must not access or use the Services.

We reserve the right to update these Terms at any time. Material changes will be communicated via email or in-platform notification. Continued use of the Services following such notification constitutes acceptance of the updated Terms.

To access the full capabilities of the SENSORAP platform, you must register for an account. You agree to provide accurate, current, and complete information during registration and to keep this information updated at all times. You are solely responsible for maintaining the confidentiality of your account credentials, including your username, password, and any API keys generated under your account.

• You must immediately notify SENSORAP of any unauthorized use of your account or any known or suspected security breach.
• SENSORAP will not be liable for any loss or damage arising from your failure to maintain the security of your account credentials.
• You are responsible for all activity that occurs under your account, whether authorized by you or not.
• You may not share your account credentials with third parties or allow multiple individuals to use the same account login simultaneously.
• SENSORAP reserves the right to suspend or terminate your account if fraudulent, abusive, or inappropriate activity is detected.

As a Customer of the SENSORAP platform, you represent, warrant, and agree that:

• Legal Authority: You have the full legal authority to enter into and be bound by these Terms on behalf of your organization.
• Lawful Use: You will only use the Services for lawful purposes and in strict compliance with all applicable local, national, and international laws and regulations.
• Data Rights: You have obtained all necessary rights, permissions, consents, and licenses to collect, transmit, and process data from your physical environments, sensors, and connected devices through the SENSORAP platform.
• Acceptable Use: You will not use the Services in any manner that could harm, overload, impair, or compromise the SENSORAP infrastructure or any other user's access to the platform.
• No Reverse Engineering: You will not attempt to reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of the SENSORAP software platform.
• No Resale: You will not resell, sublicense, or otherwise redistribute access to the Services to any third party without SENSORAP's prior written consent.
• Accurate Data: You are solely responsible for the accuracy, quality, integrity, and legality of the data you transmit to the platform via connected sensors and devices.

SENSORAP provides the software infrastructure, API connectivity layer, and data processing engine to receive, store, analyze, and act on physical signals transmitted by IoT sensors and connected hardware devices. The following terms apply to device connectivity:

• SENSORAP is not responsible for the physical procurement, installation, configuration, maintenance, calibration, or replacement of third-party hardware sensors, gateways, or edge computing devices unless explicitly agreed upon in a separate Enterprise hardware service agreement.
• The Customer is responsible for ensuring that all connected devices comply with applicable telecommunications, safety, and product certification regulations in their jurisdiction of use.
• SENSORAP does not guarantee that all third-party hardware devices are compatible with the SENSORAP platform. Device compatibility is subject to the supported protocol specifications published in the SENSORAP developer documentation.
• SENSORAP will not be liable for data loss, inaccuracy, or service disruption caused by sensor hardware failure, connectivity issues, power outages, or physical interference at the Customer's facility.

You retain all right, title, and interest in and to the data you transmit to, store within, or generate using the SENSORAP platform ("Customer Data"). SENSORAP does not claim any ownership over Customer Data.

By using the Services, you grant SENSORAP a worldwide, non-exclusive, royalty-free, limited license to receive, store, process, analyze, and display the Customer Data solely to the extent necessary to provide the Services to you, maintain platform performance, enforce these Terms, and comply with applicable legal obligations. This license terminates upon the expiration or termination of your service subscription, subject to data retention provisions.

SENSORAP may derive anonymized, aggregated, and de-identified insights from Customer Data for the purpose of improving platform algorithms, benchmarking, and industry analytics, provided such derived data cannot be used to identify your organization or any individual.

The SENSORAP platform — including but not limited to its software code, architecture, algorithms, interfaces, visual designs, data models, documentation, trademarks, and branding — is the exclusive intellectual property of SENSORAP LLC and its licensors. All rights not expressly granted to you under these Terms are reserved by SENSORAP.

Nothing in these Terms grants you any right to use SENSORAP's trademarks, service marks, trade names, logos, or domain names without our prior written consent. Any feedback, suggestions, or feature requests you provide regarding the Services may be used by SENSORAP without restriction and without any obligation to compensate you.

The SENSORAP platform may allow you to integrate with or connect to third-party systems, including Computerized Maintenance Management Systems (CMMS), Enterprise Resource Planning (ERP) systems, Building Management Systems (BMS), communication platforms, and external data services via the SENSORAP API and Webhook infrastructure.

• SENSORAP does not endorse and is not responsible for the performance, security, availability, or accuracy of any third-party service or integration.
• Your use of any third-party service in connection with the SENSORAP platform is subject to the terms and privacy policies of that third party.
• SENSORAP will not be liable for any damages or losses arising from your use of third-party integrations, including data corruption, unauthorized access, or service failures originating within third-party systems.
• SENSORAP API access is subject to rate limits and usage quotas as defined in your service tier. Exceeding these limits may result in temporary suspension of API access.

SENSORAP strives to provide a reliable and highly available platform. We target a monthly uptime of 99.5% for the core platform infrastructure, excluding scheduled maintenance windows, which will be communicated in advance. Uptime commitments specific to your service tier are outlined in your Enterprise Service Agreement where applicable.

SENSORAP does not guarantee uninterrupted or error-free service. The platform may be temporarily unavailable due to scheduled maintenance, emergency infrastructure repairs, third-party service failures, or circumstances beyond our reasonable control (force majeure events).

Access to the SENSORAP platform is provided on a subscription basis. Subscription fees are billed in advance on a monthly or annual schedule as selected during checkout or as defined in your Enterprise Service Agreement. All fees are stated in US Dollars unless otherwise agreed in writing.

• You authorize SENSORAP to charge your designated payment method for all applicable fees on the agreed billing schedule.
• Failure to pay fees when due may result in suspension of platform access after a grace period. Accounts suspended for non-payment for more than 60 days may be terminated.
• All fees are exclusive of applicable taxes, levies, or duties imposed by taxing authorities. You are responsible for payment of all such taxes.
• SENSORAP reserves the right to revise its pricing. Pricing changes will be communicated with at least 30 days' notice prior to your next billing cycle.

Each party acknowledges that in the course of using the Services, it may receive or have access to confidential information of the other party. "Confidential Information" means any non-public information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of its disclosure.

Each party agrees to protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Neither party will disclose the other party's Confidential Information to any third party without prior written consent, except as required by law.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SENSORAP, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY:

• Indirect, incidental, special, consequential, punitive, or exemplary damages;
• Loss of profits, revenue, business, data, goodwill, or anticipated savings;
• Damages arising from unauthorized access to, or alteration of, your data transmissions or Customer Data;
• Damages arising from service interruptions, delays, or failures attributable to sensor hardware, connectivity issues, or third-party infrastructure;
• Any matter beyond SENSORAP's reasonable control.

In any event, SENSORAP's total cumulative liability to you for all claims arising out of or related to these Terms or the Services, whether based on contract, tort, statute, or otherwise, shall not exceed the greater of (a) the amount paid by you to SENSORAP in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) USD $500.

You agree to defend, indemnify, and hold harmless SENSORAP, its officers, directors, employees, agents, and licensors from and against any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Services in violation of these Terms; (b) your Customer Data, including any claims that your data infringes the intellectual property, privacy, or other rights of any third party; (c) your violation of any applicable law or regulation; or (d) your negligence or willful misconduct.

Either party may terminate these Terms and the associated Service subscription at any time, subject to the following:

• Customer Termination: You may cancel your subscription at any time via the account management portal or by contacting our support team. Cancellation takes effect at the end of the current billing cycle.
• SENSORAP Termination for Cause: SENSORAP may suspend or terminate your account immediately, without prior notice, if you materially breach these Terms, engage in prohibited activities, fail to pay fees, or if required by law.
• Effect of Termination: Upon termination, your right to access and use the Services will immediately cease. Customer Data will be made available for export for 30 days post-termination, after which it will be permanently deleted.

These Terms shall be governed by and construed in accordance with the laws of the State of Missouri, United States, without regard to its conflict of law provisions. Any disputes arising out of or in connection with these Terms shall first be attempted to be resolved through good-faith negotiation. If negotiation fails, disputes shall be subject to binding arbitration under the rules of the American Arbitration Association (AAA), conducted in English in Columbia, Missouri.

For questions regarding these Terms, contractual inquiries, or legal notices, please contact:

SENSORAP LLC — Legal Department
Email: support@sensorap.com
Subject Line: Terms of Service Inquiry