Terms of Service
Effective as of September 25, 2023
THESE TERMS OF SERVICE (THIS "AGREEMENT") WILL GOVERN YOUR USE OF DENSITY SUBSCRIPTIONS AND USE OF EMBEDDED SOFTWARE IN THE DENSITY HARDWARE (AS SUCH TERMS ARE DEFINED BELOW) AND IS ENTERED INTO BETWEEN DENSITY INC. (AKA ROUTINES.COM) ("DENSITY", "WE", "US" OR "OUR") AND ANY PERSON OR ENTITY WHO EXECUTES AN ORDER DOCUMENT OR OTHER WRITTEN AGREEMENT IN ORDER TO ACCESS THE DENSITY PRODUCTS (TOGETHER WITH THEIR AFFILIATES, AGENTS, PERSONNEL AND REPRESENTATIVES, COLLECTIVELY, "CUSTOMER", "YOU" OR "YOUR").
Table of Contents
Part 1: Terms of Service
1. Definitions
Density Hardware means all physical computer and other data processing hardware and sensors provided by Density from time to time, either directly to Customer or through an authorized reseller.
Density Products means, collectively, the Density Hardware, the Density Subscriptions and such other hardware or software offerings made available by Density from time to time.
Density Subscriptions means those subscriptions to Density software solutions and offerings ordered by Customer from Density or through an authorized reseller.
Embedded Software means software and firmware running on the Density Hardware.
Subscription Term means the term of Customer's Density Subscription purchased from Density pursuant to the Density Terms of Purchase or purchased through an authorized reseller.
2. Density Subscriptions
Subject to the terms and conditions of the Order Documents, solely during the Subscription Term, Density grants to Customer a limited, non-exclusive, non-transferable, revocable right during the Subscription Term to access and use the Density Products solely in connection with Customer's internal business operations and to use the Embedded Software solely in connection with Customer's authorized use of the Density Hardware.
Density will use commercially reasonable efforts to provide Customer with the services during the Subscription Term and in accordance with the service levels set forth in the Density Service Level Agreement and Support Policy.
3. Term and Termination
The term of this Agreement will start at the beginning of the Subscription Term and expire at the end of the Subscription Term, unless earlier terminated in accordance with the Order Documents.
If either party fails to perform any of its material obligations under the Order Documents, the other party may terminate the Order Documents by giving 30 days prior written notice if the matters set forth in such notice are not cured to the other party's reasonable satisfaction within the 30-day period.
4. Proprietary Rights and Data
Density and its licensors own all right, title, and interest, including all intellectual property rights, in and to the Density Products. Customer will have only those rights in or to the Density Products expressly granted pursuant to this Agreement.
Customer will own all right, title, and interest in and to any data collected by Density Hardware and made available to the Customer ("Customer Data"). Customer grants to Density a nonexclusive, worldwide, royalty-free right and license to the Customer Data for the Subscription Term to the extent necessary for Density to provide the services.
5. Warranties
Hardware Warranty
Density warrants that the Density Hardware shall be and shall remain free from defects in design, material and workmanship for a period ending five (5) years from the date of shipment if, and only if, Customer maintains an active and continuous subscription to the Density Subscriptions for the entirety of the period.
If during the Warranty Period any Density Hardware fails or is defective, Customer may submit a request to Density for replacement. Density will evaluate the request and, if determined to be covered, will replace the Density Hardware. Replacement is Customer's sole remedy under this Warranty.
Warranty Disclaimer
OTHER THAN AS SET FORTH IN THIS AGREEMENT, DENSITY MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED, OR STATUTORY. DENSITY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AND TITLE.
7. Confidential Information
Each party agrees to protect the other party's Confidential Information from unauthorized disclosure to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature.
Density will process personal data according to the Density Data Processing Agreement.
8. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE ORDER DOCUMENTS, DENSITY WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTION CONTEMPLATED UNDER THE ORDER DOCUMENTS, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS.
UNDER NO CIRCUMSTANCES WILL DENSITY'S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THE ORDER DOCUMENTS EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO DENSITY UNDER THE ORDER DOCUMENTS WITHIN THE PAST TWELVE (12) MONTHS.
9. General Provisions
Governing Law
The Order Documents will be interpreted, construed, and enforced in accordance with the laws of the State of California, U.S.A without reference to its choice of law rules.
Arbitration
The parties agree to resolve all disputes arising under or in connection with the Order Documents through binding arbitration held in San Francisco County, California, U.S.A.
Updates to this Agreement
From time to time, Density may change, modify, add, or remove portions of this Agreement. If Density Updates this Agreement, it will make the Update available here, and the Update will indicate the date of the latest revision.
Part 2: Terms of Purchase
Pricing and Fees
The prices and fees charged to the Customer for the Density Products are set forth on the applicable order form. Density Products are accessible through two pricing models: 'Platform as a Service' (PaaS) and 'Hardware Purchase'.
Subscription Fees
The fees for the Density Subscriptions will be charged upon commencement of the Density Subscriptions. Upon renewal of a Subscription Term, the fees for any renewal Subscription Terms will be assessed at the then-current fee applicable to the Density Subscriptions.
Payment Terms
Customer authorizes Density to charge Customer through the payment method determined at the time of purchase. All late payments shall be assessed a ten percent (10%) late fee surcharge, compounding monthly until paid in full.
All fees and charges are nonrefundable except as expressly set forth in this Agreement or as otherwise required by applicable law.
Shipping and Delivery
All Density Hardware delivered will be shipped to Customer at the address set forth in the order form, at which time title and risk of loss will pass to Customer. Customer shall pay all freight, insurance and shipping costs expenses, as well as any special packing expenses.
Questions or Concerns
If you have any questions related to this Agreement, please contact us at:
Posted on September 25, 2023