Customer License Agreement

Iota Customer Licence Agreement

This Agreement is dated 28/06/2024.  Please read this Agreement carefully before using any Iota IoT platforms.

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of this Iota Customer Licence Agreement:

• “Agreement” means this Iota Customer Licence Agreement and any other terms and conditions (the “T&Cs”) that are sent to You from time to time regarding the use of the Iota IoT platforms.
• “Customer” means any Company or Corporation that has accepted this Agreement to access and use any of the Iota IoT platforms.
• “Device” means any device that can access the Iota IoT platforms such as a computer, a cellphone or a digital tablet.
• “End-User” means any employees of Customer that access or use any of the Iota IoT platforms.
• “Fees” means any fees payable to access any Iota IoT platforms as advised by Iota.
• “Footprint Platform” means the Footprint IoT platform which collects and store raw data from utility and/or trade waste meters located on your site (the “Meters”) so You can monitor the water, trade waste or other energy data within your organisation.
• “Iota” means Iota Services Pty Ltd, who has been granted the right to license the Iota IoT platforms to Customers.
• “Lentic Platform” means the Lentic IoT platform which enables management of IoT devices, data validation and alarm management for residential digital metering and other water related use cases.
• “OneBox Platform” means the Onebox IoT platform which enables the management, monitoring and control of smart pressure sewer devices.
• “Platform” means the Iota IoT platforms which where applicable, may include the Footprint Platform, the Lentic Platform and/or the Onebox Platform.
• “T&Cs” means any other terms and conditions provided to the Customer that sets out the Fees and payment terms, the hardware fees and terms for provision and/or installation of any hardware or any reseller terms that may be applicable for use with the Platform.
• “Third-Party Services” means any services or content (including data, information, and other products or services) provided by a third-party that may be displayed, included or made available by the Platform.
• “You” means the Customer in the context of this Agreement.

Acknowledgment

To access the Platform, You will provide us with your End-User’s details so we can create an account on the Platform for You.  Such details may include the Customer’s Mailing and Billing address and telephone number and the End-User’s first name, last name and, email address.  You warrant that any information provided will be accurate, correct and up to date.

By accessing the Platform, You are agreeing to be bound by the terms and conditions of this Agreement. If You do not agree to the terms of this Agreement, please do not access the Platform or provide any information to Iota to access the Platform

This Agreement is a legal document between You and Iota and governs your use of the Platform.

You agree that access to the Platform is subject to payment of the Fees and strictly in accordance with the terms of this Agreement.

Scope of Licence

Subject to the payment of the Fees, Iota grants You a revocable, non-exclusive, non-transferable, license to use the Platform in accordance with the terms of this Agreement.

You acknowledge and agree that this licence will be terminated immediately in the event you fail to pay the Fees when due, and this Agreement will terminate.

You may use the Platform on a Device that You or the End-Users own or control, and as permitted by the term of this Agreement.

Licence Restrictions

You have the sole responsibility for protecting the confidentiality of the End-User’s password and email address, and will immediately notify Iota of any unauthorised use of the End-User’s password or email address or any security breach which You have become aware.

You agree not to, and You will not permit others to:

• Access the End-User’s account in the Platform or make any End-User’s account on the Platform available to any third party.
• Use the Platform to alter, modify, extract, or tamper information from the Platform without the prior written approval or permission from Iota.

Intellectual Property

The Platform, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights are, and shall remain, the sole and exclusive property of Iota.

Iota shall not be obligated to indemnify or defend You with respect to any third-party claim arising out of or relating to use of the Platform. To the extent Iota is required to provide indemnification by applicable law, Iota shall be responsible for the investigation, defense, settlement, and discharge of any claim that the Platform or your use of it infringes any third- party intellectual property rights, but You will provide any assistance Iota may reasonably require from You.

Data Collection

You agree and acknowledge that the Platform will collect and store on a secured database raw data including but not limited to pH, flow, temperature, turbidity, battery voltage, and conductivity from the Meters (the “Data”).  The Data will be made available to You for viewing or use on the Platform.  The Customer acknowledges and agrees that Iota will remove all data relating to the Customer from the Platform 30 days after the termination date of this Agreement.

Privacy

Iota is committed to ensuring your privacy is protected. If we ask You, when using the Platform to provide any information which can identify the End-User as an individual, then we will ensure that such information will only be used in accordance with this Agreement.

You are responsible for ensuring You give us accurate and up to date information. If You provide information to us for another person outside your organisation, You must inform the person of these privacy terms and make sure they agree to us using their information for the purposes set out here.

Iota will only use the End-User’s personal information where we are allowed to by law eg carrying out an agreement we have with You, fulfilling a legal obligation, because we have a legitimate business interest (as listed below) or where You agree to it.  Iota will keep the End-User’s personal  information for as long as You have a relationship with us. After the relationship ends, Iota will keep the information only if we need it for our legitimate purposes, for e.g., to help us respond to queries or audits, and responding to requests from regulators.

Iota may collect: (a) the End-User’s name and job title; and (b) the End-User’s contact information including address, and email address for the following reasons:

• To provide You access to the Platform so you can monitor the water, trade waste, or other energy data within your organisation.
• To improve our products and services, including but not limited to the Platform.
• To send promotional emails about new products, special offers or other information which we believe You may find interesting using the email address which You have provided.
• Contact You in relation to your subscription or payments for the use of the Platform
• Contact You in relation to support or requests around the usage of the Platform.

Iota may use and disclose the End-User’s personal information for the above purposes and other purposes permitted by the privacy laws.  We may disclose the End-User’s personal information to our group entities (including South East Water Corporation), agents, contractors, service providers and advisors for these purposes, but we will not disclose the End-User’s personal information to external companies for marketing purposes. Generally, these parties are in Australia, but this can vary and we may disclose such personal information to overseas recipients where permitted by privacy laws.

Our Privacy Policy, located on our website at iotaservices.com.au, contains additional information regarding how we handle personal information, including how You may seek access to, or correction of, personal information that we hold about You, and how You may make a complaint if You believe we have handled the End-User’s personal information in a way that breaches our privacy obligations.

Updates to the Platform

Iota may from time to time provide enhancements or improvements to the features/functionality of the Platform, which may include patches, bug fixes, updates, upgrades, and other modifications.  You acknowledge and agree that it is in Iota’s discretion whether to increase the Fees after an update/upgrade.

Updates may modify or delete certain features and/or functionalities of the Platform. You agree that Iota  has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Platform to You.

You further agree that all updates or any other modifications will be (i) deemed to constitute an integral part of the Platform, and (ii) subject to the terms and conditions of this Agreement.

Maintenance and Support

Iota does not provide any pro-active support for your access to the Platform; however You may seek assistance from Iota to use the Platform.  Iota will provide high level support free of charge, but further analysis or custom reports are chargeable, and such charges will be notified to You in advance.

Subject to You agreeing and acknowledging that the Platform is provided to You with no warranties, Iota  will use reasonable efforts to maintain the Platform to prevent outages that can affect access to the Data.

In the event any outage is caused by a telecommunication company, You agree and acknowledge that Iota’s only responsibility regarding such outages is to raise the issue with the telecommunication company in a timely manner.

Third-Party Services

The Platform may display, include, or make available third-party content (including data, information, and other products services) or provide links to third-party websites or services.

You acknowledge and agree that Iota shall not be responsible for any third-party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Iota does not assume and shall not have any liability or responsibility to You or any other person or entity for any third-party Services.

You must comply with applicable third parties’ Terms of agreement when using the Platform. Third-party Services and links thereto are provided solely as a convenience to You and You access and use them entirely at your own risk and subject to such third parties’ Terms and conditions.

Term and Termination

This Agreement shall commence on the date when You login to the Platform and accepts this Agreement to access and use the Platform.

This Agreement will remain in effect until terminated by You or Iota with 2 months prior written notice. Furthermore, Iota may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with 30 days’ notice.

This Agreement will terminate immediately, without prior notice from Iota, if You fail to comply with any provision of this Agreement, including payment of any applicable Fees.

Upon termination of this Agreement, You shall cease all use of the Platform, except that within 30 days from the termination date, You can download the Data collected by the Platform up to the termination date.

Termination of this Agreement will not limit any of Iota’s rights or remedies at law or in equity in case of breach by You (during the term of this Agreement) of any of your obligations under the Agreement.

Indemnification

You agree to indemnify and hold Iota and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors including any suppliers or providers  (if any) harmless from any claim or demand, including reasonable attorneys’ fees, due to or arising out of (a) use of the Platform by You or any of the End-Users; (b) violation of any terms in this Agreement or of any law or regulation; or (c) violation of any right of a third party by You or any of the End-Users.

No Warranties

The Platform is provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, Iota, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Platform, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of the course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, Iota provides no warranty or undertaking, and makes no representation of any kind that the Platform will meet your requirements, achieve any intended results, be compatible or work with any other software, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither Iota nor any of Iota’s provider/supplier makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Platform, or the information, content, and materials or products included thereon; (ii) that the Platform will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Platform; or (iv) that the Platform, its servers, the content, or e-mails sent from or on behalf of Iota are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Limitation of Liability

Notwithstanding any damages that You might incur, the entire liability of Iota and any of its providers/suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the Fees paid by You to Iota in the preceding calendar year.

To the maximum extent permitted by applicable law, in no event shall Iota or its providers/suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Platform, third-party software and/or third-party hardware used with the Platform, or otherwise in connection with any provision of this Agreement), even if Iota or any provider/supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.  You further acknowledge and agree that where telecommunication companies have been used in transmission of the Data, Iota will not be liable for any data loss or downtime that is caused by such telecommunication companies.

Severability

If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not affect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

Product Claims

Iota does not make any warranties concerning the Platform. To the extent You have any claim arising from or relating to your use of the Platform, Iota will address any such claims, which may include, but is not limited to: (i) any product liability claims; (ii) any claim that the Platform fails to conform to any applicable legal or regulatory requirement; and (iii) any claim arising under consumer protection, or similar legislation.

Changes to this Agreement

Iota reserves the right, at its sole discretion, to modify or replace this Agreement (including but not limited to increasing the Fees) at any time. If a revision is material, we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at the sole discretion of Iota.

By continuing to access or use the Platform after any revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, You are no longer authorized to use the Platform.

Governing Law

The laws of Victoria, Australia shall govern this Agreement and your use of the Platform. Your use of the Platform may also be subject to other local, state, national, or international laws.

Entire Agreement

This Agreement (and any applicable Other Terms) constitutes the entire agreement between You and Iota regarding your use of the Platform and supersedes all prior and contemporaneous written or oral agreements between You and Iota.

Contact Us

If You have any questions about this Agreement, You can contact Us:

• By clicking here to visit the Contact Us page on our website and submitting your query via the contact form.