Last updated and effective as of: January 17, 2025
Subject to an Order Form and Statement of Work ("Order") pursuant to which you ("you" or "Customer") have licensed software and technology services and devices (collectively, the "Technology Services") and, if applicable, purchased professional services ("Professional Services", and together with the Technology Services, the "Sanalife Solution") from InTech Energy, Inc. DBA Sanalife ("Sanalife," "we" or "us"), the terms and conditions set forth below (the "Terms") govern Customer's use of the Sanalife Solution, including as made available through the website located at [energy360.net; energy360save.com (the "Site"). The Order, Statement(s) of Work, and these Terms (collectively, the "Agreement") form a legal contract between you and Sanalife and govern Customer's access to and use of the Sanalife Solution and the Site. If you have executed a Master Services Agreement or other Agreement with Sanalife which does not specifically reference these Terms, that Agreement, and not these Terms, governs your use of the Sanalife Solution and the Site.
The Sanalife Solution (a) is an end-to-end solution that allows Customer the ability to access and use its utility, air quality and/or controls data gathered from Sanalife devices ("Devices") that are installed on Customer's utility, electrical, gas, water, air quality meters and equipment and/ disinfection equipment ("Assets"), as set forth in and pursuant to an agreed upon Order; (b) makes the data available to Customer in useful form through the Technology Services; and (c) depending on Customer's Asset type, permits the Customer to send data and/or commands to Customer's Assets, where applicable. Sanalife may make changes to the Content and the Technology Services offered on the Site at any time.
a) License; Intellectual Property. Subject to the terms of this Agreement, Sanalife grants Customer a non-exclusive, non-transferable, non-sublicensable license to access and use the Sanalife Solution and Site during the Term. Except as expressly set out in this Agreement, all rights (including all intellectual property rights) in and to the Sanalife Solution and Site are, and will always remain, vested in Sanalife and its licensors. Customer shall not engage or permit any third party to engage in any act or omission that would impair Sanalife's or Its licensors' rights in the Sanalife Solution or the Site. Customer shall not, and shall not permit any third party to (a) copy or duplicate any software or technology comprising a component of the Device or Sanalife Solution; (b) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software component of the Device or Sanalife Solution is compiled or interpreted, and Customer acknowledges nothing in this Agreement will be construed to grant Customer any right to obtain or use or examine such source code or any design documentation relating to any software; (c) modify, revise, enhance, change, upgrade, or otherwise alter or adjust any Device or the Sanalife Solution (or any portion thereof) or create any derivative product from any of the foregoing; or (d) assign, license, sublicense, rent, lease, resell or otherwise transfer, distribute or redistribute, any component of the Sanalife Solution. Customer will use the Sanalife Solution strictly in accordance with this Agreement and any applicable documentation provided by Sanalife (the '"Documentation"), will use the Sanalife Solution solely for Customer's own internal purposes, and will use any Documentation provided to Customer solely as required to enable Customer to access and use the applicable Technology Services as contemplated by, and in accordance with, the Agreement. Customer will ensure its use of the Devices and Sanalife Solution and the Customer Content complies with all applicable laws, statutes, regulations, or rules promulgated by governing authorities having jurisdiction over the parties or the Sanalife Solution.
b) Authorized Users. Customer's use of the Sanalife Solution includes use by the following (known collectively as the "Authorized Users" ): (i) the Customer's employees; (ii) any contractors or other staff who are working for Customer; and (iii) any other person working with, or on behalf, of Customer; provided that: (a) such Authorized User is accessing and using the Technology Services exclusively on Customer's behalf; and (b) Customer will at all times be responsible for the actions and omissions of each Authorized User as if such actions and omissions were Customer's own.
c) Restrictions. Only Authorized Users are permitted to access and use the Technology Services, and Sanalife reserves the right to audit such use. Customer will be responsible for ensuring the security and confidentiality of all log-on identifiers, including usernames and passwords, assigned to, or created by, Customer or any of Customer's Authorized Users to access or use the Technology Services (an "ID"). Customer accepts that Customer will be solely responsible for all access and use of the Technology Services that occur under Customer's ID and will promptly notify Sanalife upon becoming aware of any unauthorized access to or use of the Technology Services. Customer will provide all reasonable assistance to Sanalife to bring an end to such unauthorized access or use. Customer will not and will not permit any third party to: (i) access or use the Technology Services (which includes operating any form of facility on behalf of any third party or operating a software bureau or similar service) or; (ii) copy, modify, adapt or create derivative works from any applications or functionalities made available as part of the Sanalife Solution or attempt to discover or gain access to the source code for such software or reverse engineer, modify, decrypt, extract, disassemble or decompile such software except to the extent that Customer are permitted to do so under applicable law in circumstances under which Sanalife is not lawfully entitled to restrict, prevent or limit the same; or (iii) attempt to interfere with the proper working of the Technology Services and, in particular, must not attempt to circumvent security, license control or other protection mechanisms, or tamper with, hack into or otherwise disrupt the Technology Services, software, website, computer system or other Device used in connection with the provision of the Technology Services; or (iv) cause or permit any robot or any automated process to act upon or interact with the Technology Services; or (v) obscure, amend or remove any copyright notice, trade mark or other proprietary marking on, or visible during the operation or use of the Technology Services.
d) Reservation of Rights. Neither this Agreement nor any provision herein transfers ownership or any license not expressly granted from Sanalife to Customer of any Sanalife intellectual property right of any kind whatsoever, including, but not limited to, the Sanalife Solution or the Site, and all rights, title, and interest in and to the foregoing and Sanalife's legally protectable methods, processes, systems, operations, Network or customer support methodology or technology, or any other technology of any kind whatsoever and all intellectual property rights therein will remain solely with Sanalife.
e) Proprietary Notices. Customer shall not, and shall not permit any third party to, remove, obscure, deface or alter any intellectual property notices or markings (including, without limitation, notices, or markings with respect to copyrights, trademarks, patents, and patent applications) placed on Devices or appearing on the Technology Services (or any related documentation, software, advertising displays, media or designations) by Sanalife, its licensors or suppliers or at Sanalife's direction.
a) As between the parties, Customer will remain the owner of all rights (including all intellectual property rights) in all data, Information, or material provided or made available by Customer to Sanalife through access to or use of the Technology Services, including the Customer Asset Data (as defined below) but excluding Statistical Data (as defined below) ("Customer Content"). Customer grants Sanalife a perpetual, irrevocable, non-exclusive, worldwide, and royalty-free license to use, reproduce, distribute, publish, and publicly display the Customer Content and the right to modify, adapt, translate, create derivative works from and/or incorporate the same into other works in any form, media or technology (whether now known or later developed), solely for the purpose of providing the Technology Services and performing its obligations under this Agreement. This license includes the right for Sanalife to assign and/or sub-license the same to any of its affiliates or sub-license to licensors, but only to the extent required by Sanalife to provide the Technology Services and perform its obligations under this Agreement. "Statistical Data" means any data, individually or in the aggregate, that Sanalife derives through its website and performance of the Technology Services, which does not include personally identifiable data or data that can be specifically attributed to Customer by a third party. For the avoidance of doubt, Sanalife may use Statistical Data for the modification, enhancement, and improvement of the Sanalife Solution (including training and improving Sanalife's machine learning (ML) and artificial intelligence (AI) algorithms and modeling) and for the marketing or promotion of Sanalife, the Sanalife Solution or any future product or service offering, provided that any such use of Statistical Data cannot reasonably be identified as Customer's Information alone.
b) Third-Party Content. Certain Information, third-party user content, submissions, and other Content appearing in the Technology Services may be the material of other customers, third-party licensors, and suppliers to Sanalife ("Third-Party Content"). Third-party Content does not include the Customer Content. The Third-Party Content is, in each case, the copyrighted and/or trademarked Work of the creator/licensor. Customer agrees to only display the Third-Party Content on Customer's computer or other display device solely for Customer's personal use or internal business use. Customer acknowledges and agrees that under these terms alone, Customer has no right to download, cache, reproduce, modify, display, edit, alter, or enhance any of the Third-Party Content in any manner unless Customer has permission from the owner of the Third-Party Content.
a) Technology Services. Subject to these Terms, Sanalife shall provide Customer with access to the Sanalife Solution on a non-exclusive, non-transferable, non-sublicensable basis during the Term solely for Customer's internal use and not for resale or sublicensing, and only for use with Sanalife Devices. The Technology Services are not designed to be or offered as compatible with any other data source, and any attempt to connect any other data source to the Technology Services that threatens the security and functionality of the Technology Services is a violation of these Terms and causes for immediate termination of the Sanalife Solution and the Agreement without refund of amounts previously paid. The Technology Services primarily collect power usage, process and report energy analytics and control energy loads in buildings. Sanalife reserves the right to make enhancements or other modifications to the Technology Services from time to time without materially detracting from their overall functionality.
b) Suspension of Technology Services. Sanalife may temporarily suspend (in whole or part) access to the Sanalife Solution: (i) for the purpose of performing maintenance and/or of updating the Technology Services (whether on a scheduled or unscheduled basis); (ii) due to a security threat or prejudicial use of the Technology Services (perceived or actual); (iii) to comply with any applicable law or the requirement of any internet or, if applicable, telecommunication networks service provider upon whom Sanalife relies for the provision of the Technology Services; or (iv) to address, remedy or prevent any breach of this Agreement by Customer, provided always that Sanalife will use its reasonable endeavors to inform Customer by email (or where not possible, verbally by telephone with a confirmatory email) of any such interruption as soon as reasonably practicable beforehand (except in the case of emergency or where prevented by applicable law or regulations); and to minimize any period of interruption and restore the Technology Services as soon as reasonably possible, except where the cause of suspension arises from Customer's breach and Customer have failed to take the necessary steps to remedy the breach.
c) Procedures and Technical Protocols. Sanalife will, from time to time, specify to Customer procedures according to which Customer may establish and obtain access to, and use of, the features and functions of the Technology Services, including provision of any access codes, passwords, technical specifications, connectivity standards or protocols, or any other relevant procedures, to the limited extent any of the foregoing may be necessary to enable Customer to obtain access to the features and functions of the Technology Services via the Internet, WAN or other dedicated point-to-point connection.
d) Customer Responsibilities. Customer shall be solely responsible for providing, at its own cost and expense, all equipment (other than the Devices provided by Sanalife) and telecommunications service necessary to use the Sanalife Solution, including computers, modems, and internet access. Customer assumes the responsibility to make sure that its networks, computers, and related systems have the capacity to receive the Technology Service and to correct promptly any problems with such networks, computers and related systems that interfere with or prevent its use.
e) Customer Asset Data. Customer acknowledges and understands that the Technology Services will generate utility, air quality, controls, and other data from specific Customer Assets ("Customer Asset Data"). During the Term, Sanalife will make Customer Asset Data available to the Customer through online access for a period of twelve (12) months from the date that such data is generated. Thereafter, Sanalife will archive and retain Customer Asset Data for the shorter of three (3) years or the remainder of the Term (after which time Sanalife may, but is not obligated to, delete such data) and, upon Customer's request, will retrieve and make available such Customer Asset Data, provided that Customer pays Sanalife's then standard, applicable rates for such retrieval services. Notwithstanding any of the foregoing, Customer acknowledges and agrees Sanalife may use and retain indefinitely any Statistical Data pertaining to the Customer Asset Data as outlined in these Terms.
f) Service Level Availability and Support. Subject to the other provisions of this Section 5, Sanalife will use commercially reasonable efforts to make the Sanalife Solution available to the Customer in accordance with the service levels and provide technical support in accordance with the terms, as set forth at https://sanalife.io/service-level. Notwithstanding the foregoing, Customer acknowledges the Technology Services provided by Sanalife depend on cellular and/or onsite Wi-Fi service and other communication services (collectively, "Networks") furnished by various providers ("Carriers") or the Customer. Customer understands and acknowledges the cellular service is made available only within the operating range of the Network. Service may be temporarily refused, interrupted, or limited because of (a) facilities limitations; (b) transmission limitations caused by atmospheric, terrain, other natural or artificial conditions adversely affecting transmission, and other causes outside of Sanalife's or the Carriers' control; or (c) Device modifications, relocations, repairs, and other similar activities necessary for the proper or improved operation of service. Connections may be "dropped" (i.e., involuntarily disconnected) for a variety of reasons, including atmospheric conditions, topography, low battery charge level, system overcapacity, movement outside a service area, or gaps in coverage within a service area. Neither Sanalife nor Its Carriers make any warranties or representations as to the availability or quality of such service provided by the Carriers, and neither Sanalife nor the Carriers shall have any liability whatsoever for any errors, outages, or failures. Customer understands neither Sanalife nor the Carriers can guarantee the security of cellular transmissions and will not be liable for any lack of security relating to the use of the Services. Sanalife may, without liability, provide alternate cellular services if Sanalife's Agreement with the Carrier providing cellular services to the Customer's Site is terminated for any reason. All applicable subscription fees shall be suspended during the period that such Service(s) are not provided in accordance with this Section.
a) Delivery. Device delivery terms are Ex Works (EXW) from the location of Sanalife's supplier or distribution facility. All shipping costs, taxes, and fees, including, without limitation, duties, customs clearance, or customs brokerage fees or charges, shall be paid by the Customer. Sanalife will use commercially reasonable efforts to meet shipping dates requested by the Customer, subject to Sanalife's available Inventory and then-current lead times. Sanalife may make partial and advance deliveries at its sole discretion upon written notice to the Customer. At the Customer's request and sole cost, Sanalife will arrange for expedited shipping and/or insurance on the Devices while in transit.
b) Installation and Use. All responsibilities related to the installation of the devices, the training for the use of the software, and device maintenance will be outlined in a Statement of Work. Except for the specified warranties and support to be provided by Sanalife and unless otherwise set forth in the Statement of Work, Customer is responsible for and assumes all costs and liabilities associated with the operation of the Devices. Customer shall strictly comply with all Sanalife instructions provided with the Devices for their operation and use or as otherwise provided to Customer by Sanalife from time to time. Customer shall not, and shall not permit any third party to use the Devices with any device or service not provided or authorized by Sanalife without Sanalife's prior written approval.
c) License. Further to the license provisions stated in these Terms, Sanalife grants Customer a non-exclusive, non-transferable, non-sublicensable license to use the software furnished in connection with the Devices by Sanalife during the applicable Term while resident on and in connection with the use of the Devices for the sole purpose of obtaining and sending data or commands in the operation of Customer's business over the Internet to Customer's existing information systems through the Technology Services.
d) Warranty. Sanalife warrants the Devices, when delivered by Sanalife, will be operational and capable of transmitting data as set forth in the manufacturer's original warranty, which will be provided upon request. During the Initial Term, Sanalife will, in its sole discretion, either repair or replace non-operational Devices covered by this warranty at no charge if the Customer's account is in good standing and all fees due have been paid when due. After the Initial Term, Sanalife will repair or replace non-operational Devices covered by this warranty at the Customer's expense and then the current price of the Devices. Customer is responsible for removing the non-operational Device and returning it to Sanalife for repair or replacement. For non-operational Devices not covered by the warranty set forth in this Section 4, Customer shall report such damage to Sanalife. Customer may order a new replacement Device subject to a Lost/Damaged Device fee with no additional fee for the Initial Term. Customers may request a new replacement Device by submitting a request to Sanalife Customer Care. This warranty does not cover defects or nonconformity caused by abuse, mishandling, accident, improper storage, installation, operation, maintenance, or temperature, nor does it extend to Devices that have been modified or repaired by anyone except Sanalife or its authorized service representative, including Customer trained personnel, or whose serial numbers or identification marks have been altered or removed. To obtain a replacement for a non-operational Device covered by warranty, Customer shall notify Sanalife that the Device is not operational and (a) obtain a Return Material Authorization ("RMA") from Sanalife and (b) promptly upon receipt of the RMA ship the non-operational Device to Sanalife's designated location at Customer's expense. Provided the Device is non-operational for reasons covered by the Device warranty, Sanalife will ship a replacement Device at no cost to the Customer as soon as practicable after the RMA is issued. Sanalife may replace the original Device with a different model if the replacement Device can deliver data in accordance with this Agreement, and such replacement Device may be either new or refurbished. Customer acknowledges that Sanalife agrees to ship replacement Devices in advance of receiving the non-operational Devices for the Customer's convenience and that receipt of the non-operational Device (s) by Sanalife is a requirement. If Sanalife does not receive the original non-operational Device for which the RMA was issued within thirty (30) days of the shipment of the replacement Device, Sanalife shall invoice Customer for, and Customer shall pay, the Lost/Damaged Device Fee set forth in the Order as well as a cancellation fee for the original Device.
a) Generally, Sanalife shall perform the Professional Services, if any, described in a Statement of Work attached to an Order and made a part thereof, subject to these Terms. All Professional Services shall be performed in a professional and workmanlike manner by individuals with appropriate levels of knowledge, skill, training, and experience for the tasks specified. Sanalife reserves the right to subcontract any or all of the Professional Services to a third-party independent contractor, subcontractor, or non-employee consultant, provided that Sanalife shall remain responsible for any such services so performed as though they were performed by Sanalife itself.
a) Generally. In exchange for receipt of the Technology Services and any Professional Services, Customer agrees to pay those fees set forth in an applicable Order.
b) Expenses. Customer shall reimburse Sanalife for reasonable, out-of-pocket, and documented expenses incurred in providing the Sanalife Solution as set forth in any Statement of Work.
c) Taxes. Fees are exclusive of any applicable taxes, duties, tariffs, or governmental fees including without limitation sales, use, excise, import, export or any similar tax or fee to comply with applicable government-imposed regulations that govern or affect the provision of the Sanalife Solution. Taxes and fees will be invoiced to and paid by Customer.
d) Payment. Sanalife will invoice Customer for fees and reimbursable expenses due, and Customer shall pay all fees and expenses in U.S. dollars within thirty (30) days after the invoice date unless otherwise specified in the Order. Customer shall be deemed to have agreed to all fees and expenses invoiced unless Customer notifies Sanalife in writing of any dispute with the invoiced charges prior to the date when payment for such invoice is due. Sanalife may charge a late fee for all past due amounts equal to the lesser of 1.5% per month or the highest rate allowed by law. Customer is responsible for all collection costs, reasonable attorney's fees, and court costs incurred to collect fees.
a) Generally. "Confidential Information" will mean confidential or other non-public proprietary Information that is disclosed by either Party to the other under this Agreement, including without limitation, software code and designs, hardware, product specifications and documentation, financial data, business, marketing and product plans, or technology, and Information whether disclosed verbally or visually that is of a nature or disclosed in a context that a reasonable person would understand to be confidential or proprietary, and any information (which includes, without limitation, Customer's or an Authorized User's name, address, phone number, email, incidents created, notes created, contact history, or communication history).
b) Obligations of Confidentiality. Each Party agrees that it will hold in strict confidence, not disclose the Confidential Information of the other Party to any third party, and use the Confidential Information of the other Party for no purpose other than the purposes expressly permitted by this Agreement. Each Party will only permit access to the other Party's Confidential Information to those of its or its affiliates' employees, contractors, and advisors having a need to know and who have signed confidentiality agreements containing terms at least as restrictive as those contained in this Agreement or are otherwise bound legally to a duty of confidentiality. Each Party will maintain the confidentiality and prevent accidental or other loss or disclosure of any Confidential Information of the other Party with at least the same degree of care as it uses to protect its own Confidential Information of a similar nature but in no event with less than reasonable care.
c) Exclusions from Obligations. A party's obligations of confidentiality under this Agreement will not apply to Information which such Party can document or show by other admissible evidence (i) is in the public domain or known in the industry without the breach of any agreement or fiduciary duty or the violation of any law, (ii) was known to the Party prior to the time of disclosure without the breach of any agreement or fiduciary duty or the violation of any law, (iii) is proven by contemporaneous records to be independently developed by the Party prior to receiving such Confidential Information. Further, Confidential Information does not include Statistics.
d) Legally Required Disclosure. In the event either Party is required to disclose, pursuant to a judicial order, a requirement of a governmental agency or by operation of law, any Confidential Information provided to it by the other Party, then such Party will provide the other Party written notice of any such requirement promptly after learning of any such requirement, and take commercially reasonable measures, at the expense of the Party whose Confidential Information it is, to avoid or limit disclosure under such requirements and to obtain confidential treatment or a protective order and allow the other Party to participate in the proceeding. Nothing in this Section will waive the continuing obligation of confidentiality to any such information disclosed.
e) Privacy. All use of the Sanalife Solution will be subject to the Sanalife Privacy Policy found at https://www.sanalife.io/privacy-policy ("Privacy Policy").
f) Injunctive Relief. Each Party recognizes and acknowledges that any use or disclosure of the Confidential Information of the other Party in a manner inconsistent with the provisions of this Agreement will cause the other party irreparable damage for which remedies at law may be inadequate. Accordingly, the non-breaching Party will have the right to seek an immediate injunction in respect of any breach of these confidentiality obligations to obtain such relief. Notwithstanding the foregoing, this paragraph will not in any way limit the remedies in law or equity otherwise available to the non-breaching Party.
g) Return of Confidential Information. Upon written request by either Party hereto, the other Party will promptly return all documents and other tangible materials representing the requesting Party's Confidential Information and all copies thereof, except for any archived materials that are required to be retained by law or that are not easily retrievable from secured archival systems, or for records created in the ordinary course of business that are kept by a party for contract compliance and enforcement purposes subject to continuing confidentiality.
Customer may, during the Term, provide Sanalife with oral Feedback and/or written Feedback related to Customer's use of the Sanalife Solution, Third-Party Content, or Site, including, but not limited to, a report of any errors which Customer may discover in the foregoing or any related documentation. Customer Content is expressly excluded from Feedback. Such reports and any other materials, Information, ideas, concepts, Feedback, and know-how provided by Customer to Sanalife concerning the Sanalife Solution, Third-Party Content, or Site, and any information reported automatically through the Technology Services to Sanalife ("Feedback") will be the property of Sanalife. Customer agrees to assign, and hereby assign, all rights, title, and interest worldwide in the Feedback, and the related intellectual property rights, to Sanalife and agrees to assist Sanalife, at Sanalife's expense, in perfecting and enforcing such rights.
The Site may contain hyperlinks to websites that are not controlled by Sanalife. Customer acknowledges and agrees that Sanalife is not responsible for and does not endorse or accept any responsibility over the Content or use of these websites, including, without limitation, the accuracy or reliability of any information, data, opinions, advice, or statements made on these websites. Customer further understands that such third-party sites and third-party services may be governed by separate agreements accompanying such portions of the Technology Services, and Customer agrees to be bound by the terms and conditions of such agreements. Customer's dealings with other entities promoted on or through the Technology Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between Customer and such other entity. Customer agrees that Sanalife will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the promotion of such other entities through the Technology Services.
a) Use of Technology Services. Customer agrees that Customer will not upload, post, or otherwise make available on this Site any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark, or other proprietary right owned by a third party, and the burden of determining whether any material is protected by any such right is on Customer. Customer will be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, rights of privacy or publicity, or any other harm resulting from such Customer Content. Customer represents and warrants that: (i) Customer owns all Customer Content and any Feedback posted on or through the Technology Services or otherwise has the right to grant the licenses to Sanalife set forth in this Agreement, and (ii) the posting of Customer Content on or through the Technology Services does not violate the privacy rights, publicity rights, trademark rights, copyrights, contract rights or any other rights of any person or entity. Customer agrees to pay for all royalties, fees, damages, and any other monies owing any person by reason of any of Customer Content. Sanalife will have no obligation to pay the Customer any fees or royalties for Feedback.
b) Unauthorized Activities. Unauthorized use of the Technology Services or Third-Party Content may violate certain laws and regulations. Customer agrees to defend, indemnify, and hold Sanalife and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys' fees and costs of defense) that Sanalife or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party based on Customer Content and/or Customer's use of the Sanalife Solution or Third-Party Content or the use by any person, using Customer's user name and/or password, that violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third party. Sanalife may report to law enforcement authorities any actions that may be illegal and any reports it receives of such conduct. When legally required or at Sanalife's discretion, Sanalife will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Site, the Technology Services, or the Internet.
a) Term. The Agreement will commence on the Order Effective Date and continue for the number of years specified in the Order, which follow the date on which the last Device in such Order is activated for Customer (the "Initial Term") and will thereafter automatically renew for renewal periods of the duration set forth in the Order (each, a "Renewal Period," and collectively with the Initial Term, the "Term") per the Renewal Period pricing in the Order, or, if not stated in the Order, at Sanalife's then-current price for the Technology Services, unless terminated by either Party upon written notice of non-renewal at least ninety (90) days prior to the expiration of the Initial Term or then-current Renewal Period, or earlier in accordance with the applicable Order.
b) Special Conditions. Sanalife may at any time immediately terminate this Agreement and applicable Order and Customer's access to the Sanalife Solution or suspend or restrict Customer's access to the Technology Services, in whole or in part, if Sanalife determines in its sole and exclusive judgment that terminating Customer's access to the Sanalife Solution is advisable for security reasons, to protect Sanalife from liability, or for the continued normal and efficient operation of the Sanalife Solution. Sanalife will use its best efforts to notify Customer prior to any such suspension, restriction, or termination but will have no liability to Customer for failure to provide such notice.
c) Effect of Termination. Immediately upon expiration or termination of this Agreement, Customer's rights to use the Sanalife Solution will terminate, and each Party will have thirty (30) days to return or destroy all Confidential Information it holds that belongs to the other Party. Sanalife may, at its option, retrieve any Devices that are not fully paid for by the Customer. For a period of three (3) months after the expiration or termination of the Agreement, Customer may request a download of Customer Content, after which Sanalife will have no obligation to retain or preserve such Customer Content and may retain or destroy it subject to its confidentiality obligations as provided herein. Customer will remain liable for all amounts due, and all such sums will become immediately due and payable upon termination or expiration of this Agreement. Any other provisions that, by their nature, should survive termination or expiration of this Agreement will survive.
a) Risk. Customer's use of the Site and Sanalife Solution is at Customer's own risk. Neither the Sanalife Solution nor Third-Party Content has been verified or authenticated in whole or in part by Sanalife, and they may include inaccuracies or typographical or other errors. Sanalife does not warrant the accuracy or timeliness of the Sanalife Solution or Third-Party Content. Sanalife has no liability for any errors or omissions in the Sanalife Solution or Third-Party Content, whether provided by Sanalife or our licensors.
b) Disclaimer of Warranties. Except as expressly set forth in this Agreement, Sanalife makes and Customer receives no warranties whatsoever, express or implied, with respect to the Sanalife solution, and Sanalife disclaims all warranties, whether statutory, implied, or arising from the course of dealing or usage of trade, including without limitation warranties of merchantability, fitness for a particular purpose, title, or non-infringement. Access to and all services are provided "as is." Sanalife makes no representations or warranties that the operations of the Sanalife solution will be uninterrupted or error-free, and Sanalife makes no warranty that the Sanalife solution will operate properly as integrated with Customer's networks, systems or applications. Customer acknowledges temporary interruptions of the Sanalife solution may occur as normal events. To the extent that applicable law does not permit Sanalife to disclaim any particular implied warranty, the Term of such implied warranty is limited to the Term of the express warranty stated herein, and claims under such implied warranty are subject to the procedures stated herein for claims under the express warranty.
Except with respect to a breach of confidentiality, (a) neither Party shall be liable for any indirect, incidental, special, consequential, exemplary, punitive, or other similar damages (including, without limitation, loss of profits, loss of service, loss of load, business interruption, loss of or incorrect business information/data, and the like) suffered or incurred by the other Party in connection with the performance or non-performance of any functionality of the Sanalife solution to be provided hereunder, however caused and regardless of theory of liability, whether tort, contract, or strict liability; and (b) to the maximum extent permitted by law, each Party's sole and exclusive remedy for any claims arising out of this Agreement, provision, or use of any part of the Sanalife solution will not exceed the fees received by Sanalife pursuant to the applicable Order during the six (6) month period preceding the act or omission giving rise to such liability.
This Section allocates the risks under this Agreement between the parties and is an intrinsic part of the bargain between the parties. The fees provided in this Agreement reflect this allocation of risks and the limitation of liability, and such limitation shall apply notwithstanding a failure of the essential purpose of any limited remedy and to the fullest extent permitted by law.
The Sanalife Solution and/or Third-Party Content may not be appropriate or available for use outside of the United States of America. If Customer uses the Site or the Sanalife Solution outside the United States of America, Customer is responsible for following applicable local laws and regulations, including any applicable export controls laws.
Both parties to this Agreement have negotiated the provisions of this Agreement and have had access to counsel. Notwithstanding any rules of contract interpretation, both parties will be considered the "drafting party," and no provision of this Agreement will be construed against a party by reason of being the "drafting party." In the event of any conflict between the terms of this Agreement and any exhibit or attachment hereto, the terms of the exhibit or attachment will prevail.
This Agreement will be interpreted in accordance with the laws of the State of California (excluding conflict of laws rules) as applied to agreements entered and to be performed entirely within the State of California between California residents, without giving effect to any conflict of law principles that would require the application of the laws of a different jurisdiction. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Any dispute regarding this Agreement will be subject to the exclusive jurisdiction of the California state courts in Alameda County, or if there is federal jurisdiction, the United States District Court for the Northern District of California, and the parties agree to submit to the personal and exclusive jurisdiction and venue of these courts. Notwithstanding the foregoing, either Party has the right to apply to any court of competent jurisdiction for provisional or equitable relief, including pre-judgment attachments, a temporary restraining order, temporary injunction, permanent injunction, and/or Order of specific performance, as may appear reasonably necessary to preserve the rights of either Party.
Neither Party will be liable to the other for any breach of this Agreement which arises because of any circumstances which the defaulting Party cannot reasonably be expected to control (which shall include, but not be limited to, any act of god, fire, casualty, flood, war, labor disputes, governmental action, failure of public services, interruption or failure of the Internet or of any network, telecommunications, power supply or infrastructure, or any provider of any of the foregoing but, for the avoidance of doubt, shall not include shortage or lack of available funds, provided it promptly notifies the other Party of such circumstances. If performance has been interfered with, hindered, delayed, or prevented for a period more than ninety (90) days, the Party whose performance is not affected may terminate this Agreement immediately by written notice to the other Party.
a) Customer. Customer grants to Sanalife a royalty-free, non-exclusive, worldwide license to use, display, and publish any of Customer's trademarks or logos as necessary for Sanalife to provide the Sanalife Solution. Any use of such trademarks by Sanalife must comply with any reasonable usage guidelines that Sanalife receives written notice of from Customer from time to time. Sanalife acknowledges and agrees that, as between Sanalife and Customer, Customer is the sole owner of all rights in Customer's trademarks, and any goodwill arising from Sanalife's use of such trademarks will inure solely to the benefit of Customer.
b) Either Party. Either Party may disclose the existence of this Agreement, including, without limitation, disclosure deemed reasonably necessary to comply with the disclosure obligations of public companies. Customer agrees that Sanalife may refer to its relationship with Customer and use its logo in Sanalife marketing materials, including its Website, and in discussions with prospective customers.
Customer shall not assign this Agreement without the prior written consent of Sanalife, which consent shall not be unreasonably withheld or delayed, provided that either Party may assign this Agreement in the event of a merger, acquisition, or reorganization relating to all or substantially all such Party's assets. Any other attempt to assign this Agreement without prior consent shall be void.
Pursuant to this Agreement, Sanalife and Customer intends to enter an arm's-length commercial relationship. Nothing in this Agreement shall be construed to create a partnership, agency, joint venture, or employer-employee relationship between Customer and Sanalife or between either Party and the employees of the other Party. Except as expressly set forth herein, neither Party nor its employees shall be entitled to enter into any contract, Agreement, arrangement, or association on behalf of the other Party. Each Party shall comply with all state and federal laws that relate to the employment of its employees and the conduct of its business.
If a court of competent jurisdiction shall hold any provisions of this Agreement invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of this Agreement.
The failure of either Party to enforce at any time or for any period any of the provisions of this Agreement will not be construed to be a waiver of such provisions or of its right thereafter to enforce such provision and each provision thereafter.
If any of the provisions of this Agreement are held to be invalid, illegal, or unenforceable, the provisions shall remain in effect to the extent allowed by law, and the validity, legality, and enforceability of the remaining provisions shall in no way be affected or impaired thereby.
If you have any questions about these Terms, you can contact us by:
By email: [email protected]
By visiting this page on our website: sanalife.io/contact
By phone number: 1-877-781-1667
By mail: 4847 Hopyard Road, Suite #4-231, Pleasanton, CA, 94588, United States
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