Terms of Use

Thank you for visiting the Momentum IoT website (the “Site”), owned and operated by Momentum IoT LLC.  Please carefully read these Terms of Use; all the terms, conditions, and notices contained or referenced herein; and all of Our other operating rules and policies (including the Momentum IoT Privacy Policy, available at http://momentumiot.com/legal/app/privacy) (“Terms of Use”) before accessing or using Our Site.

These Terms of Use are a legal and binding agreement between You and Momentum IoT and govern Your access to, and use of, Site, mobile website, and mobile application (each a “Service”, collectively the “Services”) as well as any related features or functionality. 

These Terms of Use grant You specific legal rights.  In addition, You may also have other legal rights which vary from jurisdiction to jurisdiction.  These Terms of Use require the use of mandatory binding arbitration to resolve disputes rather than jury trials or group litigation.  The disclaimers, exclusions, mandatory and binding arbitration, limitations of liability, indemnification, waiver of jury trial, waiver of class action and waiver of punitive damages under these Terms of Use will not apply to the extent prohibited by applicable law.  Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages or other rights, so those provisions of these Terms of Use may not apply to You.

We understand that You may not agree with everything in these Terms of Use.  If that is the case, we ask that You do not access or use Our Site, use Our Products or Services, or provide Us with any information.

As a reminder, these Terms of Use govern Your use of Momentum IoT’s Services.  The software embedded in the Product (and any updates thereto) is licensed and governed by the Subscriber Agreement.  Certain features of the Products and Services may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features.

“You,” and “Your” refer to the individual person, company, or organization that has visited or is using the Site; that accesses or uses any part of the Site; or that directs the use of the Site in the performance of its functions.

These Terms of Use include the following:

  1. Definitions
  2. Acceptable Use
  3. Access to the Site and Our Services
  4. Links
  5. Intellectual Property Notice
  6. Communications with Momentum IoT
  7. Termination and Suspension
  8. Can I bring a class action lawsuit?
  9. Arbitration and Dispute Resolution
  10. Disclaimer of Warranties
  11. Limitation of Liability
  12. Indemnity
  13. Third-Party Links
  14. Changes to These Terms of Use
  15. What if I live outside of the United States?
  16. Miscellaneous
  17. How to Contact Us

1.Definitions

  1. The “Agreement” refers, collectively, to all the terms, conditions, notices contained or referenced in this document (the “Terms of Service” or the “Terms”) and all other operating rules, policies (including the Momentum IoT’s Privacy Notice, available at http://momentumiot.com/legal/app/privacy).
  2. The “Site” or “Service” refers to Momentum Iot’s website located at www.momentumiot.com, and all content, services, and products provided by us at or through the Site
  3. “You,” and “Your” refer to the individual person, company, or organization that has visited or is using the Site; that accesses or uses any part of the Site; or that directs the use of the Site in the performance of its functions.  You must be at least 13 years of age.
  4. “Momentum IoT,” www.momentumiot.com, “We,” and “Us” refer to (Momentum IoT, Inc.), as well as our affiliates, directors, subsidiaries, contractors, licensors, officers, agents, and employees.
  5. “Content” refers to content featured or displayed through the Site, including without limitation text, data, articles, images, photographs, graphics, software, designs, features, and other materials that are available on the Site.
  6. “User” includes visitors and customers.

2. Acceptable Use

Your use of the Site must not violate any applicable laws, including export control laws, or other laws in Your jurisdiction.  You are responsible for making sure that Your use of the Site follows the law and any applicable regulations.

You further agree that you will not under any circumstances upload, post, host, or transmit any content that: is discriminatory, obscene, libelous, defamatory, or fraudulent; contains or installs any active malware or exploits, or uses our platform for exploit delivery (such as part of a command and control system); or infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Site, use of the Site, or access to the Site without Our express written permission.

3. Access to the Site and Our Services

Content.

Certain materials may be displayed or performed on the Services (including, but not limited to, text, graphics, articles, photographs, video, images and illustrations (“Content”)). Momentum IoT reserves the right to remove any Content from the Services at any time, for any reason, or for no reason at all.

Restrictions.

The rights granted to You by these Terms of Use are subject to the following restrictions: (i) You agree not to license, sell, rent, lease, transfer, assign, distribute, host or otherwise commercially exploit the Services or Products; (ii) You agree not to modify, reverse-compile or reverse-engineer any part of the Services or Products; (iii) You agree not to access the Services or Products in order to build a similar or competitive service or product; (iv) except as expressly stated herein, no part of the Services or Products may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means by any person other than Momentum IoT; (v) You agree not to upload, transmit or distribute any computer viruses, worms or any software intended to damage or alter a computer or communications network, computer, handheld mobile device, data, the Services, the Products, Momentum IoT’s software, or any other system, device, or property; (vi) You agree not to interfere with, disrupt or attempt to gain unauthorized access to the servers or networks connected to the Services Device or violate the regulations, policies, or procedures of such networks; (vii) You agree not to access (or attempt to access) any of the Services by means other than through the interface that is provided by Momentum IoT; and (viii) You agree not to remove, obscure or alter any proprietary rights notices (including copyrights and trademark notices) that may be contained in, or displayed in connection with, the Services or Products.  Any future release, update or other addition to functionality of the Services shall be subject to these Terms of Use.

Security.

Momentum IoT cares about the integrity and security of Your personal information. We endeavor to implement appropriate security measures. However, Momentum IoT cannot guarantee that unauthorized third parties will never be able to defeat Our security measures or use Your personal information for improper purposes. You acknowledge that You provide Your personal information at Your own risk. You are responsible for keeping Your Account secure while You use Our Site.  You are responsible for maintaining the security of Your Account and password. We cannot and will not be liable for any loss or damage from Your failure to comply with this security obligation.  Please promptly notify Us if You become aware of any unauthorized use of, or access to, Our Site through Your Account, including any unauthorized use of Your password or Account.

4. Links

The Site may contain links to websites operated by other parties. Momentum IoT provides these links to other websites as a convenience and use of these websites is at your own risk. The linked websites are not under the control of Momentum IoT and We are not responsible for the content available on the other websites. Such links do not imply Our endorsement of information or material on any other website and We disclaim all liability with regard to your access to and use of such linked websites. 

5. Intellectual Property Notice

Momentum IoT as well as Our licensors, vendors, agents, and/or Our content providers retain ownership of all intellectual property rights of any kind related to the Site.  You should assume that everything You see or read on the Site is proprietary information protected by copyright or trademark unless otherwise noted and may not be used except with the written permission of Momentum IoT.  We reserve all rights that are not expressly granted to You under these Terms of Use or by law.  The look and feel of the Site is Our copyright.  All rights reserved.  You may not duplicate, copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts without express written permission from Momentum IoT.

All trademarks, service marks, trade names, logos and trade dress, whether registered or unregistered (collectively the “Marks”) that appear on the Site are proprietary to Momentum IoT or such Marks’ respective owners.  You may not display or reproduce the Marks other than with Our prior written consent, and You may not remove or otherwise modify any trademark notices from any content available on or through the Site.  The Marks are protected by trademark, trade dress, copyright, and various other intellectual property rights and unfair competition laws.

6. Communications with Momentum IoT

We use email and other electronic means to stay in touch with Our users.  For contractual purposes, You (1) consent to receive communications from Us in an electronic form via any email address You provide to Us or to our service providers; and (2) agree that all terms of use, agreements, notices, policies, and other communications that we provide to You electronically satisfy any legal requirement that those communications would satisfy if they were on paper.  This Section 6 does not affect Your non-waivable rights.

7. Termination and Suspension

Momentum IoT has the right to (i) suspend or terminate Your access to all or any part of the Site at any time and/or (ii) suspend or terminate Your Account, with or without cause, with or without notice, effective immediately.  Momentum IoT reserves the right to refuse service to anyone for any reason at any time.

All provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability, class action waiver, and arbitration agreement.

8. Can I bring a class action lawsuit?

No.  This is a Class Action Waiver.  YOU AND MOMENTUM IOT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.

Unless both You and Momentum IoT agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The court may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.

9. Arbitration and Dispute Resolution

Certain portions of this Section 9 are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act.  You and Momentum IoT agree that we intend that this Section 11 satisfies the “writing” requirement of the Federal Arbitration Act.

A. First – Try to Resolve Disputes and Excluded Disputes. If any controversy, allegation, or claim arises out of or relates to the Site, these Terms of Use, or any additional terms, whether heretofore or hereafter arising (collectively, “Dispute”), or to any of Our actual or alleged intellectual property rights (an “Excluded Dispute”), which includes those actions set forth herein, then You agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it.  Our notice to You will be sent to You based using the most recent contact information that You provide to us; if no such information has been provided or if such information is not current, then we owe You no obligation under this Section.  Your notice to Us must be sent to: Momentum IoT, Attn: Legal, 100 W. Broadway, Suite 500, Long Beach, CA 90802 and customersuccess@momentumiot.com. For a period of sixty (60) days from the date of receipt of notice from the other party, Momentum IoT and You will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either You or Momentum IoT to resolve the Dispute or Excluded Dispute on terms with respect to which You and Momentum IoT, in each of Our/Your sole discretion, are not comfortable.

B. Forums for Alternative Dispute Resolution. If You are located in, are based in, have offices in, or do business in a jurisdiction in which this Section 9 is enforceable, the following mandatory arbitration provisions apply to You:

(i) Arbitration. If we cannot resolve a Dispute as set forth in Section 9(A) within sixty (60) days of receipt of the notice, then either You or we may submit the Dispute to formal arbitration.  If we cannot resolve an Excluded Dispute as set forth in Section 9(A) within sixty (60) days of Our receipt of the notice, then either You or We may submit the Excluded Dispute to formal arbitration only if You and Momentum IoT consent, in a writing signed by You and an officer or legal representative of Momentum IoT, to have that Excluded Dispute subject to arbitration.  In such a case, (and only in such a case), that Excluded Dispute will be deemed a “Dispute” for the remainder of this Section 9(B).

Upon expiration of the applicable sixty-day period and to the fullest extent permitted by applicable law, a Dispute will be resolved solely by binding arbitration in accordance with the then-current Comprehensive Arbitration Rules & Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”).  If the Dispute has a claimed value of not more than $250,000, then the arbitration will be heard and determined by a single neutral arbitrator who is a retired judge or a lawyer with not less than fifteen (15) years’ experience as a practicing member of the bar in the substantive practice area related to the Dispute, who will administer the proceedings. If the Dispute has a claimed value of more than $250,000, or if Momentum IoT elects, in its sole discretion, to bear the costs of arbitration in excess of those that would occur for a proceeding before a single neutral arbitrator, then the arbitration will be heard and determined by a three-member panel, with one member to be selected by each party and the third (who will be chair of the panel) selected by the two party-appointed members or by JAMS in accordance with the then-current Comprehensive Arbitration Rules & Procedures.  The arbitrator or arbitration panel, as the case may be, will apply applicable law, the provisions of these Terms of Use, and any additional terms set forth in Momentum IoT’s Privacy Policy, Privacy Statement, and Subscriber Agreement to resolve any Dispute.  Such resolution shall be made according to the applicable law and facts and will issue a reasoned award on no other basis. If You and Momentum Io do not both consent to the arbitration of an Excluded Dispute as set forth in the immediately preceding paragraph of this Section 9(B)(i), then this paragraph and the remainder of this Section 9 will not apply to the Excluded Dispute.

If a party properly submits the Dispute to JAMS for formal arbitration and JAMS is unwilling or unable to set a hearing date within sixty (60) days of the filing of a “demand for arbitration,” then either party can elect to have the arbitration administered by the American Arbitration Association (“AAA”) using AAA’s then-existing Commercial Arbitration Rules, or by any other arbitration administration Site that You and an officer or legal representative of Momentum IoT consent to in writing. The substantive practice area requirements for the arbitrator and the $250,000 threshold for the number of arbitrators assigned to the Dispute set forth in the paragraph above for the JAMS arbitration will also apply to any such arbitration under AAA or another arbitration Site.

You can obtain JAMS and AAA procedures, rules, and fee information as follows:

JAMS: 949.224.1810 http://www.jamsadr.com

AAA: 800.778.7879 http://www.adr.org

(ii) Nature, Limitations, and Location of Alternative Dispute Resolution. In arbitration, as with a court, the arbitrator must honor the terms of these Terms of Use (and any Additional Terms) and can award the prevailing party damages and other relief (including attorneys’ fees).  However, WITH ARBITRATION (A) THERE IS NO JUDGE OR JURY, (B) THE ARBITRATION PROCEEDINGS AND ARBITRATION OUTCOME ARE SUBJECT TO CERTAIN CONFIDENTIALITY RULES, AND (C) JUDICIAL REVIEW OF THE ARBITRATION OUTCOME IS LIMITED.  All parties to the arbitration will have the right, at their own expense, to be represented by an attorney or other advocate of their choosing. If an in-person arbitration hearing is required, then it will be conducted in the City and County of Los Angeles, California. You and we will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Momentum IoT to pay a greater portion or all of such fees and costs in order for this Section 9 to be enforceable, then Momentum IoT will have the right to elect to pay the fees and costs and proceed to arbitration, or to decline to do so and have the matter resolved through the courts.  Discovery will be permitted pursuant to the applicable arbitration rules.  The arbitrator’s decision must consist of a written statement stating the disposition of each claim of the Dispute, and must provide a statement of the essential findings and conclusions on which the decision and any award (if any) is based.  Judgment on the arbitration decision and award (if any) may be entered in or by any court that has jurisdiction over the parties pursuant to Section 9 of the Federal Arbitration Act.

10. Disclaimer of Warranties

The Site is provided “as is” and “as available,” without warranty of any kind.  We do not warrant that the Site will meet Your requirements; that the Site will be uninterrupted, timely, secure, or error-free; that the information provided through the Site is accurate, reliable or correct; that any defects or errors will be corrected; that the Services will be available at any particular time or location; or that the Services or Products are free of viruses or other harmful components.  You assume full responsibility and risk of loss resulting from Your downloading and/or use of files, information, content or other material obtained from the Services or the Products.

We make no promises or guarantees about this Site.  Without limiting this, we expressly disclaim all warranties, whether express, implied or statutory, regarding the Site including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.

11. Limitation of Liability

We will not be liable for damages or losses arising from Your use or inability to use the Site or otherwise arising under these Terms of Use.  You understand and agree that we will not be liable to You or any third party for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from:

  1. Your use or inability to use the Site;
  2. Any modification, price change, suspension or discontinuance of the Site;
  3. Unauthorized access to or alterations of Your transmissions or data;
  4. Statements or conduct of any third party on the Site;
  5. Any other user interactions that You input or receive through Your use of the Site; or
  6. Any other matter relating to the Site.

Our liability is limited whether or not we have been informed of the possibility of such damages, and even if a remedy set forth in these Terms of Use is found to have failed of its essential purpose.  We will have no liability for any failure or delay due to matters beyond Our reasonable control.

WITHOUT LIMITING THE FOREGOING, IN NO CASE SHALL THE LIABILITY OF MOMENTUM IOT EXCEED ONE HUNDRED DOLLARS ($100).

Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, the liability of Momentum IoT shall be limited to the fullest extent permitted by law.

12. Indemnity

You agree to indemnify, defend, and hold harmless Momentum IoT, its affiliates, officers, directors, employees, consultants, agents, and representatives from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from Your access to or use of the Site, Your violation of these Terms of Use, or Your infringement, or infringement by any other user of Your account, of any intellectual property or other right of any person or entity.  Momentum IoT will notify You promptly of any such claim, loss, liability, or demand and will provide You with reasonable assistance, at Your expense, in defending any such claim, loss, liability, damage, or cost.

13. Third-Party Links

We may link to or be linked from other websites that are not maintained by, or related to, Momentum IoT.  We do not endorse, and are not responsible for, the content of any of those third-party websites.  You acknowledge Momentum IoT has not reviewed and does not endorse the content of all sites linked to from this Site and is not responsible for the content or actions of any other sites linked to from this Site.  We do not promise that the contents of any linked site are accurate, compliant with local, state or federal law, including any intellectual property laws.  Your use of any linked site is at Your own risk and You assume all responsibilities and consequences resulting from such reliance.

14. Changes to These Terms of Use

We reserve the right, at Our sole discretion, to amend these Terms of Use at any time.  We will notify Our Users of material changes to these Terms of Use.  We want You to be informed of important changes to Our terms, but some changes aren’t that important — we don’t want to bother You every time we fix a typo.  So while we may modify these Terms of Use at any time, we will only notify You of any changes that affect Your rights.  We reserve the right, at any time and from time to time, to modify or discontinue, temporarily or permanently, the Site (or any part of it) with or without notice.

15. What if I live outside of the United States?

Momentum IoT is hosted and operated entirely in the United States and is subject to United States law.  Please do not provide Us with any information or attempt to purchase Our products if You live outside of the United States.  We do not ship outside of the 48-contiguous states.  If You are from a jurisdiction outside of the United States, please notify Us so that we may take necessary action.  This may include terminating Your Account and deleting Your information.  We are committed to resolving these issues, so if You have any questions about how we collect or use Your information You may email Us customersuccess@momentumiot.com.

16. Miscellaneous

Governing Law

Except to the extent applicable law provides otherwise, these Terms of Use between You and Momentum IoT and any access to or use of the Site are governed by the federal laws of the United States of America and the laws of the State of California, without regard to conflict of law provisions.  You and Momentum IoT agree to submit to the exclusive jurisdiction and venue of the courts located in the City and County of Los Angeles, California.

Section Headings and Summaries

Throughout these Terms of Use, each section includes titles and/or brief summaries of its terms and conditions.  These section titles and brief summaries are not legally binding.

Severability, No Waiver, and Survival

If any part of these Terms of Use is held invalid or unenforceable, that portion of these Terms of Use will be construed to reflect the parties’ original intent.  The remaining portions will remain in full force and effect.  Any failure on the part of Momentum IoT to enforce any provision of these Terms of Use will not be considered a waiver of Our right to enforce such provision.  Our rights under these Terms of Use will survive any termination of these Terms of Use.

Amendments; Complete Agreement

These Terms of Use may only be modified by a written amendment signed by an authorized representative of Momentum IoT, or by the posting by a revised version in accordance with Section 16.  These Terms of Use supersede any proposal or prior agreement oral or written, and any other communications between You and Momentum IoT relating to the subject matter of these Terms of Use, including any confidentiality or nondisclosure agreements.

17. How to Contact Us

If You have any questions or comments relating to the Momentum IoT Site or these Terms of Use, You can submit a question on Our Site, send an email to at customersuccess@momentumiot.com, or by calling Our Customer Success team at (323) 831-3475.

Last updated: February 25, 2020