North Star Systems Terms of Use

 

NORTH STAR SYSTEMS INC.

TERMS OF USE

1. The Purchaser acknowledges and accepts that:
(a) it must comply with these Terms of Use, the Terms and Conditions and North Star Systems Inc. Privacy Policy
(collectively the “Agreement”) when operating any Tattle Device(s) or other equipment (the “Hardware”) and/or
software used in the Services, including the content and material in the software, (the “Software”) (independently
or collectively referred to as “Tattle Systems”), Live Dispatch software (the “LD License”) and/or using the Services;
(b) North Star Systems Inc. (the “Company”) may amend the Privacy Policy or these Terms of Use at any time in its sole
discretion and the Purchaser must review any amendments to its satisfaction when alerted by the Company; and
(c) the Purchaser’s continued use of the Tattle Systems, LD License and Services shall denote the Purchaser’s acceptance
of these Terms of Use and North Star Systems Inc. Privacy Policy, as amended.
Tattle Systems and LD License
2. All right, title and interest in the Tattle Systems and LD License shall remain wholly owned by the Company during the
Term and is protected by intellectual property laws.
3. Provided that the Purchaser makes prompt payment of the Price in accordance with the Terms and Conditions, the
Company shall grant to the Purchaser a limited, revocable, non-transferrable, non-exclusive license to use the Tattle
Systems or LD License in accordance with the Agreement.
4. Without limiting the generality of the foregoing, the Purchaser is expressly prohibited from:
(a) distributing or copying the Software and/or LD License;
(b) including the Tattle Systems or LD License with any product or service that the Purchaser sells, leases, licenses or
markets; or
(c) reverse engineering the Tattle Systems and LD License ,
without the prior written consent of the Company.
5. Except as set out in these Terms of Use, nothing shall be construed as conferring any intellectual property right to the
Purchaser from the Company or any other person who owns copyright in the Tattle Systems or LD License.
Data
6. The Company shall own all data collected, stored and transmitted by as a result of the use of the Tattle Systems and LD
License in the performance of the Services (“Data”).
7. The Purchaser may use all Data collected by the Company and provided to the Purchaser during the Term.
8. The Company may aggregate, analyze, extrapolate and expand upon all Data collected from the Purchaser and any other
customers of the Company. The Company may use the Data for any purpose, including sale or license to third parties,
academic research, market trending and product development, provided that any Data provided to third parties cannot
be attributed to the Purchaser.
Disclaimer
9. The Company will not be liable for the Purchaser’s use or access to the Software or LD License. The Company disclaims
making any representations or warranties of any kind, express or implied, whatsoever in respect of the Software or LD
License, including, without limitation, those of merchantability, fitness for a particular purpose, non-infringement of
proprietary rights and those arising by law, under statute, in trade, by course of dealing or otherwise.
10. Without limiting the generality of the foregoing, the Company does not represent or warrant that:
(a) access to the Software or LD License will be secure, timely, error or virus-free, continuous or uninterrupted;
(b) the Software or LD License will be accurate, complete and current; or(c) errors, defects and inaccuracies in the Software or LD License will be corrected.
11. The Purchaser acknowledges and agrees that:
(a) the Software and LD License requires access to continuous internet connection for proper performance;
(b) the Tattle Systems rely upon a solar powered rechargeable battery as their sole power source, which must maintain
sufficient solar exposure to ensure chargeability;
(c) the Company is not responsible for any condition that prevents or restricts the solar exposure of the Hardware ,
including, but not limited to, snow, wind, leaves, high water levels, overhead impediments, ground instability or
vandalism;
(d) it is the Purchaser’s responsibility to ensure that the Hardware has adequate internet access and power supply;
(e) the Company will not be liable for any interruption to internet availability, power supply, strength of connection or
costs of internet service; and
(f) the inability of the to secure adequate internet service or power supply will not void or reduce either party’s
obligations in the Agreement.
Authorization and Access
12. The Purchaser must ensure that only authorized personnel are permitted to access the Services and must protect its
password(s) throughout the Term of the Agreement.
13. If the Purchaser becomes aware of any unauthorized knowledge of its password or access to the Services, it must
immediately notify the Company and take all steps to secure its account.
14. The Purchaser may designate two representatives for the purpose of accessing the Services. The Purchaser may not allow
any other personnel to access the Services without prior consent from the Company.
Consequential Losses
15. The Company will not be responsible for any direct, indirect, special, incidental or consequential damages whatsoever
and howsoever caused, arising out of or in connection with the use or, the inability to use, or from any errors or omissions
contained in, the Tattle Systems, LD License or Services or in reliance on the information provided to the Purchaser,
including any loss of use, lost data, lost business profits, business interruption, personal injury or any other pecuniary
loss, whether the action is in contract, tort (including negligence) or other tortious action, even if the Company has been
advised of the possibility of such damages.
Confidentiality Warning
16. The Purchaser acknowledges and agrees that the internet is not a secure medium and privacy cannot be ensured.
Internet communication is vulnerable to interception and forging. The Company will not be responsible for any damages
that the Purchaser or any third party may suffer as a result of the transmission of confidential information through the
internet, or for any errors, gaps or any changes made to any transmitted information.
Computer Viruses
17. While every effort is made to ensure that all information provided through the Services and Tattle Systems does not
contain computer viruses, the Purchaser must take all reasonable and appropriate precautions to scan for computer
viruses and ensure that it has a complete and current backup of material information stored on its internal systems.
Conformance with Law
18. The Purchaser’s use of the Services, License and Tattle Systems shall not violate any applicable local, provincial, federal
or international law, including but not limited to any regulations having the force of law.
Indemnity
19. The Purchaser must defend, indemnify and hold harmless the Company, and its affiliates, officers, directors, employees,
shareholders and agents from and against any and all costs and expenses, including reasonable legal and accounting fees arising out of or in connection with any act or omission of the Purchaser in its use of the Services, LD License and Tattle
Systems, or any alleged violation by the Purchaser of these Terms of Use. Notwithstanding the foregoing, the Company
retains the exclusive right to defend, settle and pay any and all claims, demands, proceedings, suits, actions or causes of
actions which are brought against the Company by third parties and in no event may the Purchaser settle any such claim
without the prior written approval of the Company.
Enurement
20. These Terms of Use will enure to the benefit of the parties, their successors, affiliates, subsidiaries and assigns.
Defined Terms
21. Any capitalized terms used in these Terms of Use that are not specifically defined will have the meaning given to them in
the Terms and Conditions or North Star Systems Inc. Privacy Policy, as applicable. If there is any conflict, gap, ambiguity,
inconsistency or discrepancy in the standard applicable to the Purchaser’s obligations in the Agreement, the conflict shall
be resolved by applying the more stringent standard or importing the industry standard that affords the greatest protection to the information provided pursuant to the Services.

 

Software

Transform your business using the power of intuitive software customized by North Star Systems.

Hardware

Hard working and customized hardware to complete your IIoT solution.

Software

Tattle Systems Software delivers real time, remote, data driven insights to manage your assets.

Hardware

Tattle devices and sensors powering the full potential of Tattle Systems™ to manage your assets.

Applications

For key segments in many different markets from bulk commodities to precise measurement.