This End User License Agreement (“Agreement”) is a binding agreement between you (“Authorized User” or “you”) and Elemental Machines, Inc. (“Elemental Machines”). This Agreement governs your access to and use of the Elemental Machines’ Platform, including the Software, Devices, and Data, as well as any associated documentation. By accessing or using the Platform as an employee or agent of your company (“Company”), you agree to comply with this Agreement. If you do not agree, do not access or use the Platform.
1. Definitions
1.1 Platform: Refers collectively to the Software, Devices, and Data as defined below.
1.2 Software: The proprietary software, including web-based and mobile applications, provided by Elemental Machines for use by the Company and its Authorized Users.
1.3 Devices: Any physical hardware, sensors, or equipment provided or authorized by Elemental Machines to interact with or support the Platform.
1.4 Data: Includes all information, data, and materials generated, collected, transmitted, or stored through the Platform, including:
- User Data: Data associated with an individual User’s interaction with the Platform.
- Company Data: Data collected or generated by the Company through its use of the Platform including data related to environmental conditions, equipment, Device status or measurements, Software performance, metadata about the Company or Platform, reports, and all other derivative data.
- Aggregate Data: Anonymized and aggregated data derived from the Company’s use of the Platform, used by Elemental Machines for improving the Platform and other business purposes.
2. License Grant and Scope of Use
2.1 License: Subject to the terms of this Agreement and your Company’s license agreement with Elemental Machines, you are granted a nonexclusive, nontransferable, revocable right to access and use the Platform solely for your Company’s internal business purposes
2.2 Restrictions: Authorized Users will only use the Platform in a careful and proper manner. You shall not:
- Copy, modify, or create derivative works of the Platform or any of its components.
- Reverse engineer or decompile the Software’s source code.
- Disassemble or deconstruct the Devices.
- Use the Platform for personal or non-Company-related purposes.
- Lease, sell, sublicense, distribute, or grant access to the Platform to any unauthorized third party.
2.3 Prohibited Uses: The Platform is not designed, intended, or authorized for use in environments or applications where its failure could lead to death, personal injury, or severe property or environmental damage, including but not limited to life-support systems, emergency medical equipment, or critical safety infrastructure. You agree not to use the Platform for any such purpose or in any environment where the failure or malfunction of the Platform could reasonably be expected to result in such consequences.
3. User Obligations
3.1 Account Security: You are responsible for maintaining the confidentiality of your login credentials including username, password, personal identification number, and other account access details. You must report any known breaches of confidentiality or unauthorized use to your Company and Elemental Machines.
3.2 Authorized Use: You must use the Platform solely in compliance with this Agreement, the Company’s license agreement, all Company Standard Operating Procedures, and all applicable laws and regulations.
3.3 Device Care: Elemental Machines leases the Devices to your Company. You are responsible for using them in accordance with all accompanying Device documentation and instructions to ensure they are maintained in proper working condition. You and the Company may be held liable for misuse or damage to Devices under your control.
4. Ownership and Intellectual Property
4.1 Ownership: The Platform and all related intellectual property rights are and remain the exclusive property of Elemental Machines. The Platform is licensed, not sold.
4.2 Company Data: The Company retains ownership of its Data. By using the Platform, the Company grants Elemental Machines a non-exclusive, royalty-free, worldwide license to process Company Data as necessary to provide and improve the Platform.
4.3 Aggregated Data: Elemental Machines retains ownership of any Aggregated Data created by anonymizing and aggregating Data from multiple users.
5. Privacy and Data Use
5.1 Data Collection: The Platform may collect and process Data to enable its functionality, monitor performance, and provide analytics for the Company.
5.2 Data Use: Your use of the Platform is subject to Elemental Machines’ Privacy Policy. Elemental Machines may use Aggregated Data to improve the Platform and other products or services.
5.3 Data Retention: Access to Data is governed by the terms of the Company’s license agreement. Upon termination of the Company’s license or your authorization as a User, access to Data may be restricted or terminated.
6. Updates and Support
6.1 Platform Updates: Elemental Machines may provide updates, upgrades, or patches to the Software or Devices. You are required to use the most up-to-date version of the Platform to ensure functionality and security.
6.2 Support: Support services are provided as described in the Company’s license agreement with Elemental Machines. If you encounter issues, contact your Company’s designated support representative.
7. Disclaimer of Warranties
The Platform is provided “as is” and “as available,” without warranties of any kind, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and noninfringement. Elemental Machines does not warrant that the Platform will be error-free, uninterrupted, or meet your specific requirements.
8. Termination
8.1 By Company: Your access to the Platform may be terminated if your Company terminates its agreement with Elemental Machines or your status as an Authorized User changes.
8.2 By Elemental Machines: Elemental Machines may terminate your access for any violation of this Agreement or if the Company’s license is terminated.
8.3 Effect of Termination: Upon termination, your access to the Platform will cease, and you must comply with any instructions regarding the return or deletion of Devices or Software.
9. General Terms
9.1 Governing Law: This Agreement is governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws principles.
9.2 Entire Agreement: This Agreement, together with your Company’s license agreement, constitutes the entire agreement regarding your use of the Platform.
9.3 Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in effect.
By using the Platform, you acknowledge that you have read and understand this Agreement and agree to its terms as an Authorized User.
Contact Information:
Elemental Machines, Inc.
185 Alewife Brook Parkway, Suite 401, Cambridge, MA 02138
Email: support@elementalmachines.com