DeviceView Terms of Service

These Terms of Service ("Terms") are between DeviceNexus, Inc., a Wyoming corporation ("DeviceNexus," "we," "our," or "us") and the entity or person accepting these Terms ("Customer," "you," or "your").

BY SIGNING AN ORDER FORM, CLICKING "I ACCEPT," OR USING THE SERVICES, YOU AGREE TO THESE TERMS. IF YOU ARE SIGNING UP ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND THAT ORGANIZATION.

1. Definitions

"Services" means the DeviceView platform and related remote device support, monitoring, and control services provided by DeviceNexus.

"Order Form" means a written agreement between you and DeviceNexus that specifies the commercial terms for your use of the Services, including pricing, payment terms, and subscription duration.

"Registered Device" means any device that was enrolled or registered with the Services during a given billing period, regardless of whether it was subsequently removed.

"Documentation" means the technical documentation, user guides, and other materials provided by DeviceNexus related to the Services.

2. Order Form Precedence

If you have executed an Order Form with DeviceNexus, the Order Form controls over these Terms for any conflicting provisions related to pricing, payment terms, payment methods, price adjustments, subscription term length, renewal terms, and service level commitments. All other provisions of these Terms remain in full force and effect.

3. Our Services

DeviceNexus provides cloud-based remote device support, monitoring, and control solutions ("Services") that enable you to manage, troubleshoot, and secure your device fleet. Our Services include:

• Access to the DeviceView platform
• Remote viewing and control capabilities for enrolled devices
• Automated monitoring and alerting functionality
• Device telemetry and diagnostic tools
• Technical documentation and support

4. Your Account

4.1 Account Creation and Security

To use the Services, you will create an account and provide accurate, complete information. You are responsible for:

• Keeping your account information current and accurate
• Maintaining security of passwords and login credentials
• All activity that occurs under your account
• Notifying us immediately of any unauthorized access or security breach

4.2 Authorized Users

You may allow your employees and contractors ("Authorized Users") to use the Services on your behalf. You are responsible for their compliance with these Terms and all actions taken through their accounts.

5. Pricing and Payment

5.1 Fees and Device Counting

Unless otherwise specified in your Order Form, you will be charged based on the number of Registered Devices during each billing period. Fees are calculated monthly in arrears based on actual usage during that billing period.

5.2 Payment Terms

Unless otherwise specified in your Order Form:

• Invoices are issued monthly based on the prior month's usage
• Payment is due within 30 days of the invoice date (Net 30)
• Payment will be made via ACH transfer to the bank account specified on the invoice
• All prices are in US Dollars

5.3 Payment Failures and Late Fees

If payment is not received by the due date, we may:

• Send payment reminders via email
• Charge interest on overdue amounts at 1.5% per month (or the maximum rate allowed by law, whichever is less)
• Suspend access to the Services until payment is received
• Terminate the agreement in accordance with Section 16

You remain responsible for all fees incurred, plus any collection costs, including reasonable attorney fees.

5.4 Taxes

Fees do not include applicable sales, use, value-added, or other taxes. You are responsible for all such taxes, except for taxes based on DeviceNexus's income. If you are tax-exempt, provide us with a valid tax exemption certificate, and we will not charge applicable taxes covered by that certificate.

5.5 Price Changes

Unless your Order Form specifies otherwise, we may change our pricing for future subscription periods. You will be notified at least 30 days before any price change takes effect. Price changes apply starting with your next renewal period after the notice period.

6. Subscription Term and Renewal

6.1 Initial Term

Your subscription begins on the date specified in your Order Form (or, if no Order Form exists, when you complete account setup) and continues for the initial term specified in your Order Form.

6.2 Auto-Renewal

Your subscription will automatically renew for successive periods equal to your initial term length unless either party provides written notice of non-renewal at least 30 days prior to the end of the then-current term.

6.3 30-Day Satisfaction Guarantee

If you are not satisfied with the Services, you may terminate your subscription and request a full refund within 30 days of your initial subscription start date. After 30 days, all fees are non-refundable. To request a refund, email [email protected].

6.4 Mid-Term Cancellation

You may only cancel your subscription effective at the end of your then-current subscription term. To cancel, you must provide written notice at least 30 days prior to the end of the term. If you provide notice less than 30 days before the term ends, or after the term has already renewed, your cancellation will be effective at the end of the subsequent renewal term.

You remain obligated to pay all fees through the end of the term, and your access to the Services will continue through that date. There are no mid-term cancellations except as provided in Section 6.3 (30-Day Satisfaction Guarantee)

7. Acceptable Use

7.1 License Grant

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes during the subscription term.

7.2 Restrictions

You agree not to:

• Share your account with unauthorized users or entities
• Resell, sublicense, or otherwise commercialize the Services
• Reverse engineer, decompile, disassemble, or attempt to derive source code from the Services
• Remove, obscure, or alter any copyright, trademark, or proprietary notices
• Use the Services to violate any applicable laws or third-party rights
• Attempt to gain unauthorized access to our systems or networks
• Interfere with, disrupt, or impose unreasonable loads on the Services
• Use the Services in any manner that could harm DeviceNexus, the Services, or other customers

7.3 Updates and Modifications

We may update, modify, or enhance the Services from time to time. Some updates may be automatic, while others may require action from you. You agree to promptly install any required updates to maintain security and functionality.

8. Your Data

8.1 Customer Responsibilities

You are solely responsible for:

• All data you upload to, collect through, or transmit via the Services ("Customer Data")
• The accuracy, quality, legality, and integrity of Customer Data
• Obtaining all necessary rights, permissions, and consents to collect, use, and process Customer Data
• Maintaining appropriate backups of Customer Data
• Compliance with all applicable privacy and data protection laws

8.2 Our Use of Customer Data

You grant us the right to use Customer Data solely to provide the Services to you, including hosting, processing, transmitting, and displaying Customer Data as necessary to deliver the functionality you have subscribed to. We may also use aggregated, anonymized data (that does not identify you or your organization) to improve our Services, develop new features, and generate usage statistics.

For details on how we handle personal information, see our Privacy Policy at devicenexus.ai/privacy-policy.

8.3 Data Security

We maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data, including:

• Encryption of data in transit and at rest
• Access controls and authentication mechanisms
• Regular security assessments and monitoring

However, no system is completely secure. You acknowledge that you are responsible for maintaining your own backups of Customer Data.

8.4 Data Retention and Deletion

During your active subscription, we will retain Customer Data in accordance with our standard data retention policies. Following termination or cancellation of your subscription:

• We will retain Customer Data for 30 days to allow you to export it
• After 30 days, we will delete Customer Data unless we are required by law to retain it
• You are responsible for exporting any data you wish to retain before the 30-day period expires

9. Intellectual Property

9.1 DeviceNexus Property

DeviceNexus retains all right, title, and interest in and to the Services, including all software, technology, designs, trademarks, Documentation, and other intellectual property. These Terms do not transfer any ownership rights to you. All rights not expressly granted are reserved by DeviceNexus.

9.2 Customer Property

You retain all right, title, and interest in and to your Customer Data. By using the Services, you do not grant us any ownership rights to Customer Data beyond the limited license specified in Section 8.2.

9.3 Feedback

If you provide us with suggestions, ideas, enhancement requests, or other feedback about the Services ("Feedback"), you grant us an unrestricted, perpetual, irrevocable, non-exclusive, royalty-free license to use, reproduce, modify, and incorporate such Feedback into our products and services without any obligation or compensation to you.

10. Third-Party Services

The Services may integrate with or contain links to third-party services, websites, or applications. DeviceNexus is not responsible for any third-party services or content. Your use of third-party services is governed by their own terms of service and privacy policies.

11. Support

We provide technical support via email at [email protected]. Unless your Order Form specifies enhanced support terms, we will use commercially reasonable efforts to respond to support requests in a timely manner during standard business hours (8 AM to 6 PM Pacific Time, Monday through Friday, excluding US holidays).

12. Warranties and Disclaimers

12.1 Our Warranties

DeviceNexus warrants that:

• We have the legal right to provide the Services to you
• The Services will substantially perform as described in the Documentation
• We will use commercially reasonable efforts to maintain the Services free from malware and viruses

If we breach these warranties and cannot remedy the issue within 90 days of receiving written notice, you may terminate your subscription and receive a pro-rata refund of prepaid fees for the unused portion of your subscription term.

12.2 Disclaimers

EXCEPT AS EXPRESSLY STATED IN SECTION 12.1, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

DEVICENEXUS DOES NOT GUARANTEE THAT:

• THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE
• THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS
• ALL ERRORS OR DEFECTS WILL BE CORRECTED
• THE SERVICES WILL BE COMPATIBLE WITH ALL DEVICES, OPERATING SYSTEMS, OR SOFTWARE

DEVICENEXUS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THESE DISCLAIMERS, SO THEY MAY NOT APPLY TO YOU.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

13.1 Exclusion of Consequential Damages

DEVICENEXUS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING:

• LOST PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES
• LOST OR CORRUPTED DATA
• BUSINESS INTERRUPTION OR DOWNTIME
• LOSS OF GOODWILL OR REPUTATION
• COST OF SUBSTITUTE SERVICES OR PROCUREMENT

13.2 Liability Cap

DEVICENEXUS'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE TOTAL AMOUNT YOU PAID TO DEVICENEXUS IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.3 Applicability

THESE LIMITATIONS APPLY REGARDLESS OF:

• THE LEGAL THEORY ASSERTED (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE)
• WHETHER DEVICENEXUS KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES
• WHETHER THE LIMITED REMEDIES PROVIDED HEREIN FAIL THEIR ESSENTIAL PURPOSE

SOME JURISDICTIONS DO NOT ALLOW THESE LIMITATIONS, SO THEY MAY NOT APPLY TO YOU.

14. Indemnification

You agree to defend, indemnify, and hold harmless DeviceNexus, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney fees) arising from or related to:

• Your use or misuse of the Services
• Your Customer Data
• Your violation of these Terms
• Your violation of any applicable laws or third-party rights

15. Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use such information only for purposes related to these Terms. "Confidential Information" means non-public information that is marked as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the receiving party
• Was already known to the receiving party without confidentiality restrictions
• Is independently developed by the receiving party without use of the disclosing party's information
• Is received from a third party without breach of any confidentiality obligation

16. Termination

16.1 Termination by DeviceNexus

DeviceNexus may suspend or terminate your account and access to the Services immediately if:

• You breach these Terms and fail to cure the breach within 10 days of receiving written notice
• Payment is more than 30 days overdue
• We are required to do so by law or governmental authority
• Continuing to provide the Services creates a security risk, legal liability, or regulatory violation
• Your account has been inactive for 180 consecutive days

16.2 Effect of Termination

Upon termination or expiration of your subscription:

• Your access to the Services will end immediately
• You must immediately cease all use of the Services
• Any devices enrolled in the Services may be unenrolled or lose functionality
• Customer Data will be retained for 30 days as specified in Section 8.4
• You remain responsible for all fees incurred through the date of termination
• Sections that by their nature should survive (including payment obligations, intellectual property rights, warranties, limitations of liability, indemnification, and dispute resolution) will continue to apply

17. Changes to These Terms

We may update these Terms from time to time to reflect changes in our business practices, legal requirements, or the Services. If we make material changes, we will notify you via email to the address associated with your account at least 30 days before the changes take effect.

If you do not agree to the updated Terms, you may terminate your subscription by providing written notice within 30 days of receiving notice of the changes. If you terminate under this section, you will receive a pro-rata refund of any prepaid fees for the unused portion of your subscription term. If you do not terminate within the 30-day period, continued use of the Services constitutes acceptance of the updated Terms

18. General Terms

18.1 Governing Law

These Terms are governed by the laws of the State of Washington, USA, without regard to conflict of law principles. DeviceNexus, Inc. is incorporated in Wyoming but operates as a foreign entity registered in Washington State.

18.2 Dispute Resolution

Any disputes arising out of or related to these Terms or the Services will be resolved exclusively in the state or federal courts located in King County, Washington. You consent to the personal jurisdiction of those courts and waive any objection to venue.

YOU WAIVE YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS ACTIONS OR CLASS ARBITRATIONS.

18.3 Entire Agreement

These Terms, together with any executed Order Form, our Privacy Policy, and any Data Processing Addendum, constitute the entire agreement between you and DeviceNexus regarding the Services. They supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

18.4 Assignment

You may not transfer, assign, or delegate these Terms or your rights and obligations hereunder without our prior written consent. Any attempted transfer without consent is void. DeviceNexus may transfer its rights and obligations under these Terms to a successor entity (such as in connection with a merger, acquisition, or sale of assets) without your consent.

18.5 No Waiver

Failure by either party to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by the party granting the waiver.

18.6 Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

18.7 Force Majeure

Neither party will be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, network infrastructure failures, or strikes. Payment obligations are not excused by force majeure events.

18.8 Independent Contractors

The relationship between the parties is that of independent contractors. Nothing in these Terms creates any agency, partnership, joint venture, employment, or fiduciary relationship between the parties. Neither party has authority to bind the other party in any manner.

18.9 Export Compliance

You agree to comply with all applicable export and import control laws and regulations. You will not use the Services in violation of any US export restrictions, embargoes, or sanctions.

18.10 Government Users

If you are a US government entity, the Services are "commercial computer software" and "commercial computer software documentation" as those terms are used in 48 CFR 12.212, and are provided with only those rights as are granted to all other customers pursuant to these Terms.

18.11 Notices

Notices to you will be sent to the email address associated with your account. Notices to DeviceNexus should be sent to:

19. Contact Information

For questions or concerns about these Terms or the Services, contact us at:

• Technical Support: [email protected]
• Billing Questions: [email protected]
• Legal Questions: [email protected]
• Privacy Questions: [email protected]

BY SIGNING AN ORDER FORM, CLICKING "I ACCEPT," OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS.

DeviceNexus, Inc.
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