TERMS AND CONDITIONS
L and M Instruments, LLC
THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU (“YOU”, EITHER AN INDIVIDUAL OR A BUSINESS ENTITY) AND L AND M INSTRUMENTS LLC (“L&M”). BY DOWNLOADING, INSTALLING, AND/OR USING THE HARDWARE, APPLICATIONS, API’S (COLLECTIVELY, THE "PRODUCTS") OR SERVICES (“SERVICES”), YOU ARE INDICATING YOU AGREE WITH THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE, KINDLY DISCONTINUE THE USE OF THE PRODUCTS AND SERVICES.
L&M grants You a license to install and/or use the Products and Services in their unmodified form according to the description in their data sheets or user manual. L&M grants you the right to redistribute the Products in their unmodified form for use with L&M Products and technology. This grant applies to both traditional (delivered, downloaded) and cloud-based Products and Services. The Products and Services can be sold to You directly by L&M, by one of L&M’s partners, or incorporated in a larger work as part of an OEM agreement.
The Products are confidential and copyrighted. Title to the Products and all associated intellectual property rights is retained by L&M and/or its licensors. You are responsible for all users including but not limited to employees, agents, sub-contractors, and any other 3rd parties using the Products under the terms of this agreement. Unless enforcement is prohibited by applicable law, you may not modify, decompile, or reverse engineer the Products. It is further specifically prohibited to use the Products or Services in direct or indirect competition with L&M. You acknowledge that the Products are not designed or intended for use in safety critical applications, such as, but not limited to, medical systems, aviation, and nuclear installation. L&M disclaims any express or implied warranty of fitness for such uses.
3. TECHNICAL SUPPORT
L&M will provide phone and email support on a best-efforts basis. This includes online access to product documentation as well as updates and upgrades on a when and if available basis. If L&M discontinues any version of the Products, L&M reserves the right to limit or cease product support and updates for such discontinued version.
4. SUBSCRIPTION PAYMENTS
Payments for subscription-based Services shall be due to L&M on an annual basis, in accordance with the payment instructions chosen by you and indicated in your subscription form, unless otherwise stated. Payments are non-refundable.
5. CHANGE OF FEES
L&M may change the Services-related fees at any time upon notice to you. If you have already subscribed for the Services at the price payable prior to such notice, the change in price shall take effect on the next payment date (monthly or annually) applicable to you. L&M relies on cost-effective cloud infrastructure to provide free services such as the FREE Tier IoT Service. If the cost of this infrastructure increases to the extent that services cannot be provided for free, L&M may charge a nominal fee to continue to provide these services and/or provide a local networked mechanism to extract data from devices. Cellular and Hot Spot services provide a fixed amount of data on a monthly basis regardless of the term of the service. This monthly data limit is designed to comfortably handle the data required to operate the IoT devices. The monthly data limit does not support other activity at the customer site such as a general hot-spot device. If the data limit is exceeded additional fees will be charged to cover the overage.
6. AUTOMATIC RENEWAL
You agree that subscription based Services will automatically renew at the end of the then-current subscription period, as indicated in the subscription form, at the then-current retail price for the Service, until such time as you request otherwise in writing at least 15 days prior to the beginning of the next billing cycle.
7. OWNERSHIP OF INTELLECTUAL PROPERTY
L&M owns all right, title and interest in and to the Product including copyrights, patents, trade secret rights, trademarks, and other intellectual property rights. L&M expressly reserves all rights not granted to you herein, notwithstanding the right to discontinue or not release any upgrades and updates and to alter prices, and features. Any software Products are licensed and not sold to You by L&M.
8. USER GENERATED FEEDBACK
You have no obligation to provide L&M with any ideas or suggestions (“Feedback”) related to Product and Services. If you submit Feedback to L&M, while you retain ownership of such Feedback, you hereby grant L&M a nonexclusive, royalty-free, fully paid, perpetual, irrevocable, transferable, unlimited license to use your feedback in L&M Products and Services.
9. PATENT AND COPYRIGHT INDEMNITY
L&M represents and warrants that the Products and Services shall not infringe or violate any patents, copyrights, or trade secret rights. In the event that the Products or Services are found to infringe, L&M will have the option, at its expense, to modify the Products or Services to remove any infringement. If this is not commercially feasible, L&M will have the option to terminate the agreement and refund any fees paid for the Products and Services.
L&M shall have no indemnity obligation for claims of infringement that may result from any modification of the Products or Services by a party other than L&M or in the event that You fail, within a reasonable time frame, to implement any modification of the Products and Services provided by L&M to resolve any infringement claim.
10. LIMITED WARRANTIES
L&M does not warrant that the Products or Services will be error-free. All are provided “as is”, without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose, or as to the performance or results You may obtain by using the Products and Services. You are solely responsible for determining the appropriateness of using the Products and Services and assume all risks associated with the use of it, including but not limited to the risks of program errors, damage to or loss of data, or interruptions of operations. Despite best efforts and the application of best practices, L&M makes no warranty that the Products and Services will always be available, that they will be error free, or that they will be secure.
One Year Limited Warranty on Hardware
In the event that the Product fails within the applicable warranty period, and such failure is reasonably determined to have been caused by a failure or defect in the Product, L&M shall refurbish or replace the Product under warranty. Firmware and software are provided "as is" with no expressed or implied warranty. Firmware and software related to the Product will be supported and/or updated when and if updates become available.
11. LIMITATION OF LIABILITY
L&M will not be liable to You or any third party for any loss or damages resulting from any claims, demands, or actions arising out of this Agreement. L&M’s entire liability with respect to its obligations under this agreement or otherwise with respect to the Product and Services shall not exceed the amount of the fees paid by You for the Products and Services.
12. RENTAL AND EVALUATION UNITS
The Renter (for Rental Units) or Evaluator (for Evaluation Units) is responsible for all shipment costs from and back to L&M. This includes any taxes or duties on international shipments.
All Rental Units and Evaluation Units must be received by L&M no later than 3 days after the end of the rental period or evaluation period as stated on the rental invoice or no-charge evaluation invoice. Any units not received within 3 days after then end of the rental or evaluation period will incur a 1 month rental fee.
Rental and Evaluation Units, and any included accessories, are required to be returned in the same condition in which they were received.
Upon return of Rental and Evaluation Units, L&M will clear the database of any recorded data. Please use the Table -> Download to CSV function to save all data locally prior to returning the rental units.
You agree that these Terms and Conditions shall remain in effect for as long as you subscribe to or use the Products or Services.
This agreement is to be governed by the laws and jurisdiction of the defending party. This agreement constitutes the entire agreement between the parties, and supersedes all prior communications, understandings or agreements between parties. Any waiver or modification of this agreement shall only be effective if it is in writing and signed by both parties hereto. If any part of this agreement is found invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it legal, valid, and enforceable and the enforceability of all other provisions shall not be affected.