Terms and Conditions

These Product Terms and Conditions ("Terms") govern the purchase, rental, deployment, and use of Bluesonde Technologies, Inc. (“Bluesonde”) products, devices, software, and services (collectively, the “Products and Services”). By placing an order, deploying a device, creating an account, or using any Products or Services, you (“Customer”) agree to be bound by these Terms. If you are accepting these Terms on behalf of an organization, you represent that you have authority to bind that organization.

Please read these Terms carefully. If you do not agree to these Terms, you may not use our products or services.

1. Definitions

"Aggregated Data" means data derived from Customer Data or Device Data that has been anonymized or aggregated such that it does not reasonably identify Customer or any individual.

"Customer Data" means data or information provided by or on behalf of Customer to Bluesonde in connection with the Products or Services, excluding Device Data.

"Device" means any Bluesonde water-monitoring buoy, sensor, or related hardware provided to Customer.

"Device Data" means data collected by a Device deployed by Customer.

"Order" means a quote, order form, invoice, or similar document issued by Bluesonde and accepted by Customer that specifies Products, pricing, and applicable terms.

"Platform" means Bluesonde’s web-based or cloud-based platform used to access Device Data.

"Services" means Bluesonde’s data access, software, analytics, support, and related services associated with the Devices.

"Usage Data" means anonymized technical and operational data generated from use of the Products or Services that does not identify Customer or any individual.

2. Scope of Use

Subject to these Terms and any applicable Order, Customer may use the Products and Services solely for Customer’s internal business, research, or operational purposes. Customer may not resell, sublicense, or provide access to the Products or Services to third parties without Bluesonde’s prior written consent.

Customer is responsible for all activity conducted using its accounts or Devices.

3. Devices

3.1 Installation and Operation

Unless otherwise agreed in writing, Customer is solely responsible for installation, deployment, operation, retrieval, and maintenance of Devices, including obtaining any required permits, permissions, or regulatory approvals.

3.2 Risk of Loss

Customer bears all risk of loss, damage, theft, or destruction of Devices from the time of delivery or deployment, except to the extent caused by Bluesonde’s gross negligence or willful misconduct.

3.3 Rented vs. Sold Devices

Devices may be sold or rented as specified in an Order. Title to sold Devices transfers upon full payment. Rented Devices remain the property of Bluesonde and must be returned in accordance with the applicable Order.

4. Support and Updates

Bluesonde may provide reasonable remote support as described in an Order or documentation. Bluesonde may update or modify the Services from time to time. Bluesonde is not obligated to provide new features or upgrades unless expressly agreed.

5. Data

5.1 Ownership of Data

As between the parties, Customer owns all right, title, and interest in and to (a) all data collected by or through Devices deployed by Customer (“Device Data”), and (b) all Customer Data.

5.2 License to Bluesonde

Customer grants Bluesonde a non-exclusive, worldwide, royalty-free, sublicensable license to use, copy, store, transmit, process, display, modify, and create derivative works from Customer Data and Device Data during and after the Term solely as necessary to:

(a) provide, operate, and support the Products, Services, and Platform;
(b) maintain, diagnose, and improve Bluesonde’s hardware, software, and data models;
(c) derive Aggregated Data and Usage Data; and
(d) comply with applicable laws and regulations.

Bluesonde will not sell or publicly disclose identifiable Customer Data or Device Data.

5.3 Usage Data and Aggregated Data

Bluesonde may collect, retain, and use Usage Data and Aggregated Data for legitimate business purposes, including analytics, research, algorithm development, product improvement, and marketing, provided such data does not identify Customer or any individual.

5.4 Data Access and Retention

Customer will have access to Device Data through the Platform during the term of any active Order. Upon written request, Bluesonde will delete or return Customer Data where technically feasible, except where retention is required by law. Bluesonde may retain and use Usage Data and Aggregated Data in accordance with these Terms.

6. Customer Responsibilities

Customer represents and warrants that it has all rights and permissions necessary to provide Customer Data and to deploy Devices as used. Customer will use the Products and Services in compliance with applicable laws and documentation.

7. Fees and Payment

Fees are specified in the applicable Order. Unless otherwise stated, invoices are due within thirty (30) days. Fees are non-refundable except as expressly stated. Customer is responsible for applicable taxes, excluding Bluesonde’s income taxes.

8. Disclaimers

THE PRODUCTS, DEVICES, PLATFORM, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” BLUESONDE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Devices and Services are intended to support environmental monitoring and decision-making but do not guarantee regulatory compliance or accuracy. Customer is solely responsible for interpretation and use of data.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BLUESONDE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR LOST PROFITS DAMAGES.

BLUESONDE’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE PRODUCTS OR SERVICES WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO BLUESONDE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. Termination

Either party may terminate an Order if the other party materially breaches these Terms and does not correct the breach within thirty (30) days after receiving written notice. Upon termination, Customer must promptly return any rented Devices and stop using the Services. Customer will retain access to its Device Data as described in Section 5.

11. Confidentiality

Each party agrees to protect the other party’s confidential information and to use it solely to perform under these Terms.

12. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles.

13. SMS / Text Message Alerts Program

13.1 Program Description

Bluesonde offers an optional automated alerts program that delivers transactional text messages to authorized users when alert rules configured on the Platform (including observed-property threshold breaches, severity escalations, and geofence exits) fire on a Customer deployment. The SMS alerts program is operational, not promotional.

13.2 Consent to Receive Messages

By enabling SMS notifications for a specific alert rule in the Platform, you provide express written consent to receive automated alert text messages from Bluesonde at the verified mobile number associated with your account. Consent to receive SMS alerts is not a condition of purchasing, deploying, or using any other Bluesonde product or service.

13.3 Message Frequency

Message frequency varies and depends entirely on the alert rules you have configured and the conditions detected by your deployment's devices. Bluesonde does not guarantee any minimum or maximum message volume.

13.4 Opt-Out

You may opt out of SMS alerts at any time by either (a) disabling the SMS channel for the relevant alert rule in the Platform, or (b) replying STOP, END, QUIT, CANCEL, or UNSUBSCRIBE to any text message you receive from Bluesonde. After opting out you may receive one final confirmation message, after which no further alert messages will be sent on that channel.

13.5 Help

For help, reply HELP to any Bluesonde text message or contact support@bluesonde.com.

13.6 Message and Data Rates

Message and data rates may apply. Consult your wireless plan for details. You are solely responsible for any carrier charges incurred from receiving Bluesonde alert messages.

13.7 Carriers and Delivery

The SMS alerts program is supported on most major U.S. wireless carriers, including AT&T, T-Mobile, Verizon Wireless, Sprint, and others. Carriers are not liable for delayed or undelivered messages. Bluesonde does not guarantee that any alert message will be delivered, delivered on time, or received by you.

13.8 Phone Number Handling and Privacy

Phone numbers provided for SMS alerts are used solely to deliver the alerts you have opted into and to satisfy carrier and regulatory requirements. Bluesonde does not sell, rent, or share your phone number with third parties for marketing or promotional purposes. Numbers may be shared only with our messaging service provider (Twilio) to the extent necessary to transmit your messages, and with carriers as required for delivery.

13.9 Eligibility

You must be at least eighteen (18) years of age, or have the consent of a parent or legal guardian, and be the account holder or have authorized use of the mobile device on the verified number, to opt in to the SMS alerts program.

13.10 Modification or Termination of the Program

Bluesonde may modify, suspend, or terminate the SMS alerts program at any time, with or without notice. Bluesonde is not liable for any modification, suspension, or termination of the program.

14. General

14.1 Separate Agreements; Order of Precedence

If Customer has entered into a separate written agreement with Bluesonde governing the Products or Services (including a Cloud Services Agreement), such agreement will control solely with respect to any conflicting terms, and these Terms will otherwise remain in full force and effect. In the event of a conflict between an applicable Order and these Terms, the Order will control solely with respect to the subject matter of such conflict.

14.2 Entire Agreement

These Terms, together with any applicable Orders and any applicable separate written agreement signed by both parties, constitute the entire agreement between the parties regarding the Products and Services and supersede all prior or contemporaneous agreements, proposals, or representations, whether written or oral, relating to the Products and Services.

14.3 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect.

14.4 Updates to Terms

Bluesonde may update these Terms from time to time by posting a revised version on its website. Updated Terms will apply to new Orders and ongoing use of the Products and Services following such posting, except where a separate written agreement provides otherwise.

By using Bluesonde products and services, you acknowledge that you have read and understood these Terms and Conditions and agree to be bound by them.