Terms of Service
Westbrook Labs, Inc. Terms of Service
Agreement to Terms
These terms were last modified on December 1, 2016
You must not access the Services if You are a competitor of Ours, except with prior written consent. You must not access the Services for any benchmarking or competitive purposes.
The Service consists of the installation of a device (the “Device”) on the property (the “Property”) described in the invoice from Westbrook Labs for the Service (“Order”). The Device typically consists of the following elements: a micro-controller, a battery, an enclosure, a power source, a temperature sensor, other sensors, as well as any user-added components.
The Device actuates electronic devices, measures sensors and sends this data to Westbrook Labs by means of a cellular connection. This data is processed by Westbrook Labs’ software (the “Software”). The data is then provided to the user, either through the App or through pre-configured alerts.
You may not: (i) modify, disassemble, decompile or reverse engineer any part of the Service or Software or Device, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer any part of the Service, Software or Device to any third party or use any part of the Service, Software or Device to provide time sharing or similar services for any third party; (iii) make any copies of the Service or Software; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Service, Software or Device, features that prevent or restrict use or copying of any content accessible through the Service, Software or Device, or features that enforce limitations on use of the Service, Software or Device; or (v) delete the copyright and other proprietary rights notices on the Service, Software or Device.
You agree that Your purchases are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Us regarding future functionality or features.
Changes to Terms
We may modify the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Services or through other communications. It’s important that you review the Terms whenever we modify them because if you continue to use the Services after we have posted modified Terms on the Services, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
The payment and billing terms are set forth in the purchase agreement between you and Westbrook Labs.
Who May Use the Services
You may use the Services only if you are 13 years or older and are not barred from using the Services under applicable law, and you have completed a purchase agreement with complete and accurate billing and contact information or you have received a free trial offer from us. You represent and warrant that your use of the Services complies with all applicable laws.
Registration and Your Information
If you want to use the Services you’ll have to create an account (“Account”). You can do this via the Services [or through your account with certain third-party communication tools such as Google Apps (each, a “Third Party Account”). If you choose the Third Party Account option we’ll create your Account by extracting from your Third Party Account certain personal information such as your name and email address and other personal information that your privacy settings on the Third Party Account permit us to access.
You agree that you won’t disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them.
In order to make use of the Services you must have the Westbrook Labs Device. You may purchase the Device together with access to the Services, or Westbrook Labs may provide you with a promotional device and a free trial period for use of the Services.
If You send or transmit any communications, comments, questions, suggestions, or related materials to Westbrook Labs, whether by letter, e-mail, telephone, or otherwise (collectively, “Feedback”), suggesting or recommending changes to the Device, Software or the Services, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non- proprietary. You hereby assign all right, title, and interest in, and Westbrook Labs is free to use, without any attribution or compensation to You, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that Westbrook Labs is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and You have no right to compel such use, display, reproduction, or distribution.
Content and Content Rights
For purposes of these Terms: (i) “Content” means text, graphics, images, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services, including data, analysis, and results created by Westbrook Labs as part of the Services that is based on your User Content; and (ii) “User Content” means any Content that Account holders (including you) provide to be made available through the Services. Content includes without limitation User Content. For the most part, your User Content will consist of sensor data transmitted from your Westbrook Labs Devices to the Services, but it may also include metadata about sensors and assets that you enter (such as names, tags, etc.)
Content Ownership, Responsibility and Removal
Westbrook Labs does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, Westbrook Labs and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.
Rights in User Content Granted by You
We want to be very clear that your User Content, especially the sensor data provided by your Westbrook Labs’ Device to the Service, is yours. You have the right to use the data however you wish, including deleting it. However, you hereby acknowledge that Altrac has the right to use and disclose data derived from your use of Our Service: (i) as part of Altrac’s business operations, to use and disclose aggregate statistics obtained and/or derived in connection with your use of the Service in a manner that prevents individual identification of you or your information (we will not include your data in aggregate statistics where your data comprises more than 20% of the total data set); (ii) to operate, manage, test, maintain and enhance Altrac’s products, programs and/or services; (iii) when you have specifically authorized us to share the data with a third party (for example, a weather aggregation website).
You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Westbrook Labs on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You can remove your User Content at any time utilizing the delete function within the Services or by submitting a support ticket to Westbrook Labs Support, including upon termination of your use of the Services. However, some User Content may not be removed while you are signed up to use the Services, as the deletion of your User Data would interfere with our ability to perform the Services for you. Upon your request, we will use commercially reasonable efforts to remove your User Content, but we can’t guarantee that some of your User Content isn’t stored in a general backup or archive of our systems. We are not responsible or liable for the failure to remove or delete any of your User Content.
Rights in Content Granted by Us
Subject to your compliance with these Terms, Westbrook Labs grants you a limited, non-exclusive, non- transferable, non-sublicensable license to download, view, copy, display and print the Content solely in connection with your permitted use of the Services.
General Prohibitions and Westbrook Labs’ Enforcement Rights
You agree not to do any of the following:
- Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.
- Use, display, mirror or frame the Services or any individual element within the Services, Westbrook Labs’s name, any Westbrook Labs trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Westbrook Labs’s express written consent;
- Access, tamper with, or use non-public areas of the Services, Westbrook Labs’s computer systems, or the technical delivery systems of Westbrook Labs’s providers;
- Attempt to probe, scan or test the vulnerability of any Westbrook Labs system or network or breach any security or authentication;
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Westbrook Labs or any of Westbrook Labs’s providers or any other third party (including another user) to protect the Services or Content;
- Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Westbrook Labs or other generally available third-party web browsers;
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
- Use any meta tags or other hidden text or metadata utilizing a Westbrook Labs trademark, logo URL or product name without Westbrook Labs’s express written consent;
- Use the Services or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Content to send altered, deceptive or false source-identifying information;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
- Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
- Impersonate or misrepresent your affiliation with any person or entity;
- Violate any applicable law or regulation; or
- Encourage or enable any other individual to do any of the foregoing.
Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
Notification Regarding Communications from Westbrook Labs
By registering with the Site or App, you understand that we may send you communications or data from the Site, including but not limited to (i) notices about products or services in which we believe you may be interested, newsletters or any other promotional material regarding Westbrook Labs. By using and registering on the Site, you agree to receive such email messages from us.
We want to communicate with you only if you want to hear from us. If you prefer not to receive promotional information from us, please let us know by contacting us via email at firstname.lastname@example.org. Please be sure to include your full name and the e-mail address you used when you registered with us. It may take up to 3 days to process your email request, during which period you may continue to receive communications from Westbrook Labs. You may also unsubscribe by using the unsubscribe link situated at the bottom of any promotional message you receive from Westbrook Labs.
Links to Third Party Websites or Resources
The Services and App may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.
The term of these Terms begin upon your creation of an Account, or as set forth on the purchase agreement, and shall continue in perpetuity, unless terminated earlier as provided in these Terms.
We may terminate your access to and use of the Services, at our sole discretion, at any time upon notice to you. You may cancel your Account at any time by submitting a support ticket to Westbrook Labs Support. Upon any termination, discontinuation or cancellation of Services or your Account, the following provisions of these Terms will survive: Feedback, Content and Content Rights, Content Ownership, Responsibility and Removal, Rights in User Content Granted by You, Termination, Warranty Disclaimers, Indemnity, Limitation of Liability, Dispute Resolution, and General Terms. Note that if we terminate your Account prior to the end of the pre-paid order form duration, you are not entitled to any proration of the amounts paid for the Services. Any refund provided is solely at Westbrook Labs’s discretion.
EXCEPT AS SET FORTH ABOVE, WESTBROOK LABS PROVIDES THE SERVICE AND DEVICE ON AN “AS-IS” AND “AS-AVAILABLE” BASIS, AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT OF THIRD PARTY RIGHTS. WESTBROOK LABS MAKES NO WARRANTY THAT (i) THE SERVICE OR ANY DEVICE PROVIDED TO YOU WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THAT THERE WILL BE NO ERRORS IN THE SERVICE OR DEVICE, OR THAT WESTBROOK LABS WILL FIX ANY ERRORS; OR (iv) THAT THE SERVICE WILL FULFILL YOUR PARTICULAR APPLICATION'S REQUIREMENTS. YOU UNDERSTAND THAT SERVICE MAY BE AFFECTED OR INTERRUPTED BY WEATHER, HEAT, FLOODS, CELLULAR NETWORK INTERRUPTIONS AND OTHER FACTORS AND ACTS OF GOD, AND THAT WESTBROOK LABS BEARS NO RESPONSIBILITY FOR THE SAME.
ANY DATA OR OTHER INFORMATION OBTAINED THROUGH USE OF THE SERVICE ARE OBTAINED AT YOUR OWN DISCRETION AND RISK AND WESTBROOK LABS SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE CAUSED TO YOU, YOUR PROPERTY OR YOUR COMPUTER OR DATA OR FOR ANY BUGS, VIRUSES, TROJAN HORSES OR OTHER DESTRUCTIVE CODE RESULTING FROM USE OF THE SERVICE OR ANY CONTENT OBTAINED FROM THE SERVICE.
SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS, WHICH VARY FROM STATE TO STATE.
You will defend, indemnify, and hold Westbrook Labs harmless from and against any and all claims, actions, liabilities, losses, damages, settlements, judgments, arbitration awards, costs, and expenses, including without limitation, attorneys’ fees and expenses (collectively, “Claims”) resulting from, arising out of or relating to Your use of the Device, the Software and the Service, including without limitation any claims for property damage, personal injury or death occurring on the Property relating to the Device, Software and Service. Westbrook Labs will promptly notify You in writing of any such Claim and will allow You to control, and will cooperate with You in, the defense and all related settlement negotiations; provided, however, that Westbrook Labs may participate in such defense and negotiations through counsel of its own choosing at its own expense. You will reimburse Westbrook Labs for all expenses incurred by Westbrook Labs through such cooperation with You in the defense and related settlement negotiations. No settlement of a Claim may be made by You without Westbrook Labs’s prior written consent, which shall not be unreasonably withheld.
Limitation of Liability
YOUR USE OF THE DEVICE AND THE SERVICE IS ENTIRELY AT YOUR OWN RISK. NEITHER WESTBROOK LABS NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WESTBROOK LABS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
IN NO EVENT WILL WESTBROOK LABS’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO WESTBROOK LABS FOR USE OF THE SERVICES OR CONTENT OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO WESTBROOK LABS, AS APPLICABLE.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN WESTBROOK LABS AND YOU.
These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. Exclusive jurisdiction and venue for actions related to these Terms or your use of the Services will be the state and federal courts located in Alameda County, California, United States, and both parties consent to the jurisdiction of such courts with respect to any such actions.
These Terms together with any applicable order form constitute the entire and exclusive understanding and agreement between Westbrook Labs and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Westbrook Labs and you regarding the Services and Content, however if an order form differs from these Terms then the order form supersedes these Terms. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
You may not assign or transfer these Terms, by operation of law or otherwise, without Westbrook Labs’s prior written consent, except in the case of a merger, acquisition, or sale of all or substantially all assets of your company. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Westbrook Labs may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by Westbrook Labs under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Westbrook Labs’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Westbrook Labs. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
If you have any questions about these Terms or the Services, please contact Westbrook Labs at email@example.com.