URSALEO, INC.** TERMS OF USE**

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Welcome to UrsaLeo, Inc. and thank you for coming – we’re happy you’re here! At UrsaLeo, Inc. we see cloud technology enabling a connected world and we are passionate about making access to this technology as easy as possible for makers of industrial equipment. Please read these Terms of Use and our Privacy Policy available here carefully, as you agree that you consent to these terms and the privacy policy by your use of this website.

These terms of use are entered into by and between you (“you,” or “your”) and UrsaLeo, Inc. (“UrsaLeo”, the “Company,” “we,” “our,” or “us”). The terms are a legally binding contract between you and the Company. The following terms and conditions, together with our Privacy Policy located here (collectively, these “Terms of Use”), govern your access to and use of the http://ursaleo.com/ website, mobile application, and/or Company software (collectively the “Platform”), including any content, functionality, and services offered on or through the Platform.

Please read the Terms of Use carefully before you start to use the Platform. By using the Platform, or by clicking to accept or agree to the Terms of Use if this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, incorporated herein by reference. If you do not agree to these Terms of Use or the Privacy Policy, do not access or use the Platform.

The Company’s Role

Term

This agreement remains in full force and effect while you use the Platform. We may terminate or suspend your access to the Platform at any time, for any reason, and without advance notice. If we do so, you accept that you do not have a contractual or legal right to continue to use our Platform. All provisions of the Terms shall survive termination by either party, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Eligibility

The Platform is intended only for access and use by individuals at least thirteen (13) years old. By accessing or using any of the Platform, you warrant and represent that you are at least thirteen (13) years old and with the full authority, right, and capacity to enter into this Agreement and abide by all of the terms and conditions of this Agreement. If you believe a user is under the age of thirteen (13), please contact us immediately at legal@ursaleo.com.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Platform thereafter. However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Platform.

Your continued use of the Platform following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

User Profile

In order to engage with the services that the Company offers through the platform, you must create a user profile. In order to create a user profile, you must provide payment information, your email address, your company name and the serial numbers of the devices you wish to engage on the Company’s Platform. The information you provide the Company to create your user profile must be accurate, complete, true, and current at all times. Failure to do so constitutes a breach of these terms, which may result in a termination of your user account. If we discover that the information you provided in your user profile is not true, not current, incomplete or inaccurate, the Company, at its sole discretion and without prior notice, is entitled to immediately terminate your rights to continue to use the Platform and to terminate any license to use any related software.

Accessing the Platform

We reserve the right to withdraw or amend the Platform, and any service or material we provide on the Platform, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Platform, or the entire Platform, to users.

Account Security

We care about the security of our users. While we work to protect the security of your content and account, we cannot guarantee that unauthorized third parties will not be able to defeat our security measures. We ask that you keep your password secure. Please notify us immediately at legal@ursaleo.com if your believe your account has been compromised or used without authorization.

Changes to the Platform

We may update the content on the Platform from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Platform may be out of date at any given time, and we are under no obligation to update such material.

Fees

The subscription fees for the Company’s serviceswill be clearly indicated on the Platform prior to purchase of the service(s). All fees are listed in US dollars. Fees are subject to change without notice. Payments must be made online using any major credit card (VISA, Discover, MasterCard, and American Express) when you purchase a subscription.

Intellectual Property Rights

The Platform and its entire contents, features, and functionality (including but not limited to all information, software, code, text, displays, images, video and audio, and the design, selection, and arrangement thereof), are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Platform for your personal use and legitimate business purposes only, subject to the following restrictions:

  • You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Platform, except as it is created and owned by you.
  • You must not delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
  • You must not access or use for any commercial purposes any part of the Platform or any services or materials available through the Platform, except as expressly advertised or permitted on the Platform.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Platform in breach of the Terms of Use, your right to use the Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Platform or any content on the Platform is transferred to you, and all rights not expressly granted are reserved by the Company.

Trademarks

The Company’s name and logo, and all related names, logos, product and service names, designs, and slogans are the property of UrsaLeo or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on the Platform are the trademarks of their respective owners.

Reporting Claims of Copyright Infringement

We take claims of copyright infringement seriously. If you believe that any copyrighted material owned by you has been infringed upon by someone using the Platform, you may request removal of those materials from the Platform by submitting written notification to our Copyright Agent at legal@ursaleo.com. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include the following:

  • Your name.
  • The name and description of the work that is being infringed.
  • Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
  • A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
  • Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
  • A statement that the information in the written notice is accurate.
  • A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

If you fail to comply with all of these requirements, your DMCA Notice may not be effective. Additionally, if you knowingly misrepresent that material or activity on the Platform is infringing your copyright, you may be held liable for damages under Section 512(f) of the DMCA.

Prohibited Uses

You may use the Platform only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Platform:

  • In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
  • For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
  • To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter,” “spam,” or any other similar solicitation.
  • To impersonate or attempt to impersonate UrsaLeo, an UrsaLeo employee, another user, or any other person or entity.
  • In any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.
  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determined by us, may harm or offend UrsaLeo or users of the Platform or expose them to liability.

Additionally, you agree not to:

  • Use the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party’s use of the Platform, including their ability to engage in real time activities through the Platform.
  • Use any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform.
  • Use any manual process to monitor or copy any of the material on the Platform or for any other unauthorized purpose without our prior written consent.
  • Use any device, software, or routine that interferes with the proper working of the Platform.
  • Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer, or database connected to the Platform.
  • Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack.
  • Take any action that may damage or falsify the Company or Platform rating.
  • Otherwise attempt to interfere with the proper working of the Platform.

Monitoring and Enforcement; Termination

The Company has the right to take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform. The Company has the right to terminate or suspend your access to all or part of the Platform for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone engaged with the Platform. YOU WAIVE AND HOLD HARMLESS URSALEO AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

Reliance on Information

We do not warrant the accuracy, completeness, or usefulness of any information on the Platform. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Platform, or by anyone who may be informed of any of its contents.

Links from the Platform

The Platform may contain links to other sites and resources provided by third parties, but these links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to the Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Users Outside the U.S.

The Platform is controlled and operated from the United States and is subject to its laws. If you choose to access the Platform outside of the United States, you do so at your own risk and are responsible for complying with all applicable laws, rules, and regulations. To learn more about review our Privacy Policy, you can see it here.

Disputes

We value our users, but we understand that occasionally disputes may arise. Where permitted under applicable law, you and the Company agree that each may bring claims against the other only in your or its individual capacity. By agreeing to the Terms, you agree to resolve all disputes through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and that you waive your right to participate in class actions, class arbitrations, private attorney-general actions or representative actions. Any arbitration under the Terms will take place on an individual basis; class arbitrations and class actions are not permitted. You understand that by agreeing to the Terms, you and the Company are each waiving the right to trial by jury or to participate in a class action or class arbitration.

Disclaimer of Warranties

YOUR USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES PURCHASED, OBTAINED OR ACCESSED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT, AND ANY SERVICES PURCHASED OR OBTAINED OR ACCESSED THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER URSALEO NOR ANY PERSON ASSOCIATED WITH URSALEO MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, SAFETY, OR AVAILABILITY OF THE PLATFORM OR ANY RELATED USE OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER URSALEO NOR ANYONE ASSOCIATED WITH URSALEO REPRESENTS OR WARRANTS THAT THE PLATFORM, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, SAFE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

URSALEO HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

IN NO EVENT WILL URSALEO, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE PLATFORM, OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

IN NO EVENT WILL THE COLLECTIVE LIABILITY OF URSALEO AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT YOU HAVE PAID TO URSALEO FOR THE APPLICABLE SERVICES IN THE LAST 12 MONTHS OUT OF WHICH LIABILITY AROSE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use, or your use of the Platform, including, but not limited to any use of the Platform’s content, or services, other than as expressly authorized in these Terms of Use or your use of any information obtained from the Platform.

Governing Law and Jurisdiction

All matters relating to the Platform and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provisions or rules.

Waiver and Severability

No waiver by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and the Company with respect to the Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform.

Your Comments and Concerns

The Platform is operated by UrsaLeo.

All feedback, comments, requests for technical support and other communications relating to the Platform should be directed to legal@ursaleo.com.