Terms and Conditions

Registration

By checking the box below and utilizing the Axeda® Developer Connection Site (the “Developer Site”) I agree (a) that my use of the Site and all content and software included therein is governed by the Axeda Developer Connection Agreement, and (b) that Axeda may contact me via email about Axeda and its products and services, including product releases and upgrades, events, surveys, and offers. I will have the opportunity to opt-out of future communications, and Axeda may use data I have provided in accordance with Axeda’s Privacy Policy (available on this Site). I understand that I may access, modify, or request deletion of my data.

AXEDA® DEVELOPER CONNECTION AGREEMENT

THIS AXEDA DEVELOPER CONNECTION AGREEMENT (“AGREEMENT”) GOVERNS YOUR USE OF OUR AXEDA DEVELOPER CONNECTION SITE (THE “DEVELOPER SITE”) AND THE CONTENT (INCLUDING BUT NOT LIMITED TO THE AXEDA® PLATFORM) INCLUDED ON THE SITE.

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE DEVELOPER SITE. ALL REFERENCES TO USE OF THE DEVELOPER SITE INCLUDE USE OF THE CONTENT, INCLUDING BUT NOT LIMITED TO SOFTWARE AND DOCUMENTATION, INCLUDED ON THE SITE EVEN IF DOWNLOADED.

You may not use the Developer Site if You are Axeda’s competitor. You may not use the Developer Site for benchmarking, scalability assessment or similar purposes. Your use of the Developer Site is limited to use with and upload of no more than 10 Assets. One Asset is one device, instrument, item of equipment or object of operational significance in your application. You may not use the Developer Site for scalability or capacity testing. The Developer Site is intended for functionality test and development purposes.

1. DEFINITIONS

“Axeda” means Axeda Corporation, a Delaware corporation with its principal place of business at 25 Forbes Blvd., Foxboro, MA 02035, United States of America.

“Axeda® Platform” means the Axeda® software, development tools, code snippets, sample applications, technical briefs, and documentation made accessible to you via the Developer Site.

"Developer Site" means the online, Web-based Developer Site service provided by Axeda as described in this Agreement and accessible at http://developer.axeda.com.

“Term” means sixty the period commencing upon your acceptance of this Agreement and continuing until terminated by You or Axeda.

"Third-Party Application" means a web application that is provided by a third party and interoperates with the Developer Site.

"Users" means individuals who are authorized by You (if You accepted this Agreement on behalf of a Company or other legal entity) to use the Developer Site. Users may include but are not limited to Your employees, consultants, contractors and agents.

“Your Application” means a web application that You (or a third party acting on Your behalf) create and that interoperates with the Developer Site and/or the Axeda® Platform.

"Your Data" means all electronic data or information submitted by You to the Developer Site.

2. DEVELOPER SITE LICENSE GRANTS

Axeda grants You a limited and non-exclusive license during the Term of this Agreement to use the Developer Site and to download and use the downloadable components of the Axeda® Platform, to create and test Your Application(s) for purposes of evaluating the Axeda® Platform. Any productive or commercial use of the Developer Site and its content, and Your Application(s), requires the purchase of a commercial license from Axeda.

You grant Axeda a non-exclusive and limited license to use, reproduce, transmit, display and adapt Your Applications, and any Third-Party Applications that You install on the Developer Site solely as necessary for Axeda to host Your Applications and such Third-Party Applications for use on the Developer Site in accordance with this Agreement. You also grant Axeda a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into our services and software any suggestions, enhancement requests, recommendations or other feedback provided by You relating to the operation of our services or software, including but not limited to the Axeda® Platform.

3. THIRD-PARTY PROVIDERS

Any other acquisition by You of third-party products or services, including but not limited to Third-Party Applications and implementation, customization and other consulting services, and any exchange of data between You and any third-party provider, is solely between You and the applicable third-party provider. We do not warrant or support third-party products or services, whether or not they are designated by Axeda as certified or interoperable with the Developer Site.

4. NO FEES

The Developer Site is currently provided at no charge. We reserve the right to change our pricing policies for the Developer Site at any time given in accordance with Section 11.2 (Notices). However, please be aware that your wireless network provider’s normal rates and fees will still apply.

5. COMMUNICATIONS

Please be aware that material and communications ("Communications") that you transmit to the Developer Site are considered non-confidential. Axeda reserves the right in its sole discretion on a case by case basis to remove, reject or otherwise modify any such Communication or portion(s) thereof. Axeda may, but it is not obligated to, monitor or review any areas on the Developer Site where users transmit or post Communications, including but not limited to discussion groups, bulletin boards, or other user forums, and the content of any such Communications. Axeda, however, has no liability related to the content of any such Communications, whether or not arising under the laws of copyright, libel, privacy, obscenity or otherwise.

6. RESPONSIBILITIES

You shall not (i) permit any third party to access the Developer Site (including the Axeda® Platform), unless such third party has on its own behalf accepted this Agreement, (ii) use or disclose the content of the Developer Site (including the Axeda® Platform) except as expressly permitted in this Agreement (iii) create derivative works based on the Developer Site, (iv) copy, frame or mirror any part or content of the Developer Site, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes for use as permitted under this Agreement, (v) reverse engineer the Developer Site, the Axeda Platform or any other software supplied thereon in object code format (except to the extent this prohibition is not permitted under applicable laws), or (v) access the Developer Site in order to build a competitive product or service or to copy any features, functions or graphics of the Developer Site. You are responsible for your Users’ compliance with this Agreement, and for the accuracy, quality, integrity and legality of, and for the means by which You acquired Your Data and Your Applications. You shall use the Developer Site only in accordance with applicable laws and government regulations.

You agree that all information you submit to the Developer Site profile pages is accurate and that you will keep it current. It is your responsibility to maintain the confidentiality of your Developer Site password, and you are responsible for any activities that occur in your Developer Site account. You agree that Axeda may send you important information and notices regarding the Developer Site Community and your Developer Site account by email, text messaging or other means based on the information You provide to Axeda. Each individual person is limited to one account. You shall treat other Developer Site users with courtesy and respect. You shall not:

  • Impersonate any other person;
  • Falsely say or imply that you are associated with another person or entity;
  • Submit content in exchange for payment or other consideration from another person or entity;
  • Collect information about other Developer Site users without their consent; or
  • Submit or link to any content, and/or otherwise use the Developer Site in a manner that:
    • Infringes or violates the intellectual property or other rights of any person or entity;
    • Intentionally interferes with the operation of the Developer Site;
    • Violates anyone’s privacy or publicity rights;
    • Breaches any duty of confidentiality that you owe to anyone;
    • Provides any non-public information about Axeda or any other company or person without authorization (including the names and contact information for Axeda employees);
    • Is, in Axeda’s judgment, harassing, defamatory, abusive, lewd, pornographic, obscene or otherwise objectionable or unlawful;
    • Contains or installs any viruses, worms, bugs, Trojan horses, malware or other code, files or programs designed or having the capability to disrupt, damage or limit the functionality of any software or hardware or the Developer Site; or
    • Contains false or deceptive language, unsubstantiated or comparative claims regarding Axeda’s or others’ products, advertising, commercial referrals, spam, chain letters, or any other solicitation, including solicitation of lawsuits.

Please remember that you may be providing content for an international audience. Things that do not seem abusive, obscene, or offensive to you might seem so to others. Axeda reserve the right, in Axeda’s sole discretion and without notice to you, to remove any content submitted or posted by you to the Developer Site pages.

7. PROPRIETARY RIGHTS

  • 7.1 Our Proprietary Rights. Subject to the limited rights expressly granted hereunder, Axeda reserves all rights, title and interest in and to the Developer Site and the content supplied therein, including but not limited to the Axeda® Platform and all related intellectual property rights. Axeda grants no rights to You hereunder other than as expressly set forth herein. All software supplied on the Developer Site is licensed not sold.
  • 7.2 Your Proprietary Rights. Except as provided in this Agreement, Axeda acknowledges and agrees that Axeda obtains no right, title or interest from You (or your licensors) under this Agreement in or to Your Data, any of Your Applications, or any source code You (or a third party acting on Your behalf) create using the Developer Site, including any copyright subsisting therein. Axeda shall not be precluded from using information in non-tangible form, which may be retained in the memories of persons who have had access to Your Applications, including ideas, concepts, know-how or techniques contained therein.

8. DISCLAIMER OF WARRANTIES

THE DEVELOPER SITE IS PROVIDED "AS IS" AND AXEDA MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND AXEDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT YOUR USE OF THE DEVELOPER SITE WILL MEET YOUR REQUIREMENTS OR THAT YOUR USE OF THE DEVELOPER SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR.

9. INDEMNIFICATION: LIMITATION OF LIABILITY

9.1 You agree to defend, indemnify, and hold Axeda harmless from any claims, demands, liabilities, losses, damages, costs and expenses, (including, without limitation, reasonable attorneys' fees) arising from your breach of this Agreement or Your violation of laws and regulations, provided that in the case of a third party claim Axeda (a) promptly gives You written notice of the claim; (b) gives You sole control of the defense and settlement of the claim (provided that You may not settle any Claim unless the settlement unconditionally releases Axeda of all liability); and (c) provide to You all reasonable non-monetary assistance.

9.2 LIMITATION OF LIABILITY

IN NO EVENT SHALL AXEDA HAVE ANY LIABILITY TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, WE SHALL HAVE NO LIABILITY FOR LOSS OF PROFITS, REVENUE OR DATA OR FOR INTERRUPTIONS IN SERVICE. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

10. TERM AND TERMINATION

  • 10.1 Term. This Agreement commences on the date You accept it and continues until the termination of the Term as permitted herein.
  • 10.2 Termination. You may terminate Your Developer Site service without cause at any time upon written notice to Axeda. Axeda may terminate Your Developer Site service at any time without cause upon written notice to You. Upon any termination of Your Developer Site service, you shall cease use of the Axeda® Platform and destroy all copies of the Axeda® Platform components in your possession. Upon a request from Axeda, you will certify compliance with the foregoing in writing.
  • 10.3 LOSS OF APPLICATIONS AND MATERIALS. YOUR APPLICATIONS AND YOUR DATA WILL BE DELETED AND WILL BE PERMANENTLY LOST AFTER THIRTY (30) DAYS FROM THE TERMINATION OF YOUR DEVELOPER SITE SERVICE.
  • 10.4 Surviving Provisions. Sections 7 (Proprietary Rights), 8 (Disclaimer of Warranties), 8 (Indemnification), 9 (Indemnification; Limitation of Liability), and 11 (Miscellaneous) shall survive any termination of this Agreement.

11. MISCELLANEOUS

  • 11.1 Governing Law. This Agreement shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the Commonwealth of Massachusetts without regard to its conflict of laws principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to any transaction between the parties.
  • 11.2 Notices. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (a) personal delivery, (b) the second business day after mailing, (c) the second business day after sending by confirmed facsimile, or (d) the first business day after sending by email (provided email shall not be sufficient for notices of material breach or an indemnifiable claim). Notices to Axeda shall be addressed to the attention of Axeda Corporation, 25 Forbes Blvd., Foxboro, MA 02035, Attention: Contracts Department. Notices to You shall be addressed to the registered developer designated by You for Your relevant Developer Site account.
  • 11.3 Venue; Waiver of Jury Trial. The state and federal courts located in the Commonwealth of Massachusetts shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement
  • 11.4 Export; Government Restricted Rights. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Developer Site-. Without limiting the foregoing, (a) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (b) it shall not permit Users to access or use the Developer Site in violation of any U.S. export embargo, prohibition or restriction. Use, duplication, or disclosure of the Software by the U.S. government is subject to FAR 12.211 and 12.212 which state that Government shall acquire only the technical data and the rights in that data customarily provided to the public with a commercial item or process and commercial computer software or commercial computer software documentation shall be acquired by the Government under licenses customarily provided to the public to the extent such licenses are consistent with Federal law.
  • 11.5 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
  • 11.6 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
  • 11.7 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
  • 11.8 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in their entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
  • 11.9 International Users. The Developer Site is controlled, operated and administered by Axeda Corporation from its offices in the United States of America. Axeda makes no representation that the Developer Site and/or its content are appropriate or available for use in all jurisdictions worldwide. Access to the Developer Site from jurisdictions where the Developer Site and its content are illegal is prohibited. If you access the Developer Site from a location outside the United States, you are responsible for compliance with all local laws and regulations.
  • 11.10 Digital Millennium Copyright Act. If we receive a notice alleging that any material you place on the Developer Site infringes another party’s copyright, we may disable and/or terminate Your access to the Developer’s Site and/or remove or modify any content on the Developer’s Site in accordance with Title II of the Digital Millennium Copyright Act of 1998 (Section 512 of the U.S. Copyright Act). If you believe you have a copyright infringement claim resulting from material posted on this Developer Site, you may notify us in writing by providing the following information to our designated agent, as required by Section 512 of the U.S. Copyright Act:
    • Physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed;
    • Identification of the copyrighted work, or a representative listing of the copyrighted works, claimed to have been infringed;
    • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to allow the service provider to locate the material (preferably a copy of the relevant URL);
    • Information reasonably sufficient to allow us to contact you, including your address, telephone number, and if available, your electronic mail address;
    • A statement that you have a good-faith belief that the use of the material as described is not authorized by the copyright owner, its agent, or the law; and
    • A statement that the information in your notification is accurate, and under the penalty of perjury, that you are the owner, or are authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed.

    Please provide your written notification to our designated agent who may be contacted as follows: Copyright Agent, c/o Legal Department, Axeda Corporation, 25 Forbes Blvd., Foxboro, MA 02035, Fax (508) 718-6386 or e-mail to mailto:contracts@axeda.com

  • 11.11 Links to Other Web Sites. Links to third party Web sites on the Developer Site are provided solely as a convenience to You. If you use these links, You will leave this Developer Site. Axeda does not control and is not responsible for any of these sites or their content. Thus, Axeda not endorse or make any representations about them, or any information, software or other products or materials found there, or any results that may be obtained from using them. If you decide to access any of the third party sites linked to the Developer Site, you do this entirely at your own risk.
  • 11.12 Entire Agreement. This Agreement, including all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted.