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Terms of Use

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Welcome to a Private Preview of the Collos Marketplace (the “Marketplace”), an online platform offered in a preview, beta or pre-lease version for hosting a collection of software-implemented location services (“Services”). By visiting the Marketplace, You agree that Your access to and use of the Marketplace and the Services made available through the Marketplace is governed by the terms and conditions described in these Terms of Use (the “Terms”), which You acknowledge represent a binding legal agreement between You and [Semtech (International) AG] (“Semtech”).

If You are agreeing to these Terms on behalf of a company or other organization, You represent that You have the authority to bind that company or organization to these Terms. In such case, the terms “You” and “Your” will refer to that company or organization. If You do not have that authority, or if You do not agree with these Terms, You may not use the Framework or any of the Services and must leave the Marketplace.

IF YOU USE THE MARKETPLACE, INCLUDING ANY OF THE SERVICES, YOU WILL BE BOUND BY THESE TERMS.

Semtech reserves the right to make changes to these Terms at any time and at Semtech’s discretion. If You do not agree with such changes You should cease using the Marketplace and the Services made available by the Marketplace. Your continued use of the Marketplace or any of the Services after any such changes to the Terms shall be deemed acceptance of any such new or modified terms.

Introduction

To obtain Your feedback, Semtech offers this Private Preview of the Marketplace to You at no cost solely for test and evaluation purposes. In this Private Preview offering, the Marketplace may include preview, beta, or other pre-release features, functions and services. The Marketplace should be used for Your own account and only in connection with Your internal business activities. Neither the Marketplace nor any of the Services made available through the Marketplace should be used for any commercial activities.

In the Marketplace, You may browse, locate, view, access and use (in Your capacity as an end user) Services after completing a registration process to set-up a User Account. Services may include software, APIs, content, technology, data and other digital materials that You access and use at the Marketplace. Services also include any updates, upgrades and other changes thereto and versions thereof that You later access or use at the Marketplace. As described in these Terms, many of the Services made available on the Marketplace are provided or licensed to You by third parties.

Accessing the Services, Privacy and Account Security

Prior to accessing or using any of the Services, You will be asked to provide certain information in the process of registering a User Account. It is a condition of Your access and use of the Services that all the information You provide is correct, current, and complete. All information You provide to register a User Account will be governed by Semtech’s Privacy Policy. Semtech’s Privacy Policy explains how we treat Your personal information and protect Your privacy when You use the Marketplace and Services of the Marketplace. You agree that Semtech can collect, store, and use Your personal information for the purposes of operating the Marketplace and providing the Services, in accordance with Semtech’s Privacy Policy and these Terms.

Semtech may need to provide Your personal information, such as Your name and email address, to others, including Third Party Developers that provide Third Party Services distributed by the Marketplace, for the purposes of processing Your transactions and/or provisioning Services to You. You agree that Semtech can communicate Your personal information for use by others in accordance with Semtech’s Privacy Policy and these Terms.

Any user name, password, or other information (“Credentials”) You may select or which Semtech provides to You as part of Semtech’s security procedures for the Marketplace is confidential. You must treat all such information as confidential and not disclose it to any other person or entity. Your account is personal to You and You agree not to provide another with access to any part of the Services using Your Credentials. You agree to notify Semtech immediately of any breach of security involving the unauthorized access to or use of Your account Credentials.

You are responsible for making all arrangements necessary for You to have access to the Marketplace, including the purchase of third party equipment that may be required to use the Services made available by the Marketplace. A high speed Internet connection is required for proper transmission of the Services. You are responsible for procuring and maintaining the network connections that connect Your network to the Marketplace and Services, including, but not limited to, “browser” software that supports protocols used by Semtech in connection with the Marketplace, and to follow procedures for accessing services that support such protocols. You are responsible to ensure that all persons who access the Marketplace through Your internet connection are aware of these Terms and comply with them. Semtech assumes no responsibility for the reliability or performance of any network connections described in this section.

You represent and warrant that You will use the Marketplace and Services in compliance with all applicable laws.

You acknowledge that Semtech has the right to:

  • withdraw or amend the Marketplace, Services or any other service or material Semtech provides under the Marketplace at Semtech’s sole discretion and with reasonable notice;
  • restrict Your access to any part of the Marketplace or the Services, whether or not You have a registered User Account;
  • disable Your access to any part of the Marketplace or the Services, including disabling or deleting a registered account, at any time and in Semtech’s sole discretion, if in Semtech’s opinion You have violated any provision of these Terms;
  • take appropriate legal action, including referral to law enforcement for any illegal or unauthorized use of the Marketplace or the Services; and
  • decline to provide some or all of the Services to You in jurisdictions or countries where use of the Services or communication of any data or content related to the Services is illegal or prohibited.

Third Party Developers

You acknowledge that the Marketplace includes listings for Services that are created, offered, supported and maintained by third parties (“Third Party Developers”) unaffiliated with Semtech (“Third Party Services”). Semtech is not responsible for the Third Party Services. Semtech does not assume any liability or responsibility to You or any other person or entity for Third Party Services. Third Party Services made available via the Marketplace are provided solely as a convenience to You. If You use the Marketplace to access and use any of the Third Party Services, You do so entirely at Your own risk and subject to these Terms and such third parties’ terms and conditions.

Notwithstanding anything to the contrary in these Terms, You acknowledge and agree that: (a) You must use Your own discretion when You access or use Third Party Services through the Marketplace; (b) You should read the terms and conditions and privacy policies associated with any Third Party Services as provided by the applicable Third Party Developer as they will govern Your use of the Third Party Services; and (c) Semtech does not own or control any of these Third Party Developers or the Third Party Services, and You will not hold Semtech responsible or liable for any such Third Party Services or acts or omissions of Third Party Developers, under any circumstances. Semtech does not in any way warrant the accuracy, reliability, performance, security, completeness, usefulness, non-infringement, quality of or results achieved with any Third Party Services (including without limitation the content contained therein). You agree that You bear all risks associated with using or relying on Third Party Services and any data or results output by or achieved with such Third Party Services. If You have any questions about Third Party Services or the terms that govern the use of the Third Party Services, You should contact the Third Party Developer of the Third Party Service directly. For clarity, subject to the foregoing, all Third Party Services are still “Services” for purposes of these Terms.

Use of Your Data by the Marketplace and Services

The Marketplace allows You to submit Your data for processing by one or more Services that You select to enable the provision of software-implemented services to You. You retain ownership of any intellectual property rights that You hold in Your data. When You submit Your data to any of the Services or through the Marketplace, You grant to a license to Semtech and the provider of each selected Service to use, store, copy, modify, communicate, publish, perform, display and distribute Your data, solely for the purposes of operating the Marketplace, performing the selected Service and improving the Marketplace and that Service.

As between Semtech and You, You own any data that is output by a selected Service and communicated to You via the Marketplace (the “Resultant Data”). You grant to Semtech a license to access, use, store, copy, modify, communicate, publish, perform, display and distribute the Resultant Data, which is not specific to a person, does not refer to any specific person, and cannot be used, alone or in conjunction with other information, to identify any specific person (“Aggregate Information”), solely for the purposes of research, marketing and other purposes reasonably required to develop, improve, deliver and provide ongoing innovation for the Marketplace and the Services. For the avoidance of doubt, Semtech also has the right to use analytics to identify statistical patterns and evaluate the performance of the Marketplace and the Services using Aggregate Information. Semtech may extract information from Aggregate Information and use this information with any other data in connection with research and development or creation of data and analytics tools and products in accordance with applicable law.

Service Terms

Your use of a Service provided via the Marketplace may be further governed by the terms and conditions set forth in a separate agreement (“Service Terms”) made available to You at the time of Your initial access of such Service. You must accept the terms and conditions set forth by the Service Terms before using the Service.

With respect to Third Party Services, the Service Terms will be deemed to include the terms and conditions set forth below (the “Mandatory Service Terms”) in addition to any additional terms and conditions included in any Service Terms which may be imposed or required by Third Party Developer of such Third Party Service. If there is a conflict between the Mandatory Service Terms and the Third Party Service Terms, the Mandatory Service Terms will control. The Third Party Developer has the right to enforce the Third Party Service Terms, including the Mandatory Service Terms, against You. Semtech is not a party to the Service Terms for any Third Party Service.

The Mandatory Service Terms include the terms and conditions set forth below in clauses (a) – (e).

  1. Third Party Developer is the licensor of the Service and Semtech is not a party to the Service Terms.
  2. Except as otherwise limited by any Service Terms imposed or required by Third Party Developer, Third Party Developer grants You a non-exclusive, non-transferable and non-sublicensable right to access and use the Service for Your account and solely for internal business purposes. You are not authorized to use the Service in support of any commercial use or “for payment” activity.
  3. Any information that Third Party Developer collects, stores and processes from You or the systems You use to access or deploy the Service, including Service data, will be subject to the Service Terms, privacy notice, or similar terms that Third Party Developer provides to You, and will not be subject to the Semtech’s Privacy Policy.
  4. You may not modify, reverse engineer, decompile or disassemble the Service in whole or in part, or create any derivative works from or sublicense any rights in the Service, unless otherwise expressly authorized in writing by Third Party Developer. You may not sell, rent, lease, redistribute, broadcast, transmit, communicate, modify, sublicense or transfer or assign the Service to any third party without authorization. None of the Services are intended for use in the operation of nuclear facilities, life support systems, emergency communications, aircraft navigation or communication systems, air traffic control systems, or any other such activities in which case the failure of the Services could lead to death, personal injury, or severe physical or environmental damage.
  5. Each of You and the Third Party Developer shall maintain all rights, title and interest in and to all of its respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “IP Rights”). The rights granted to You to use the Service under these Service Terms do not convey any additional rights in the Service, or in any IP Rights associated therewith. Subject only to limited rights to access and use the Service as expressly stated herein, all rights, title and interest in and to the Service and all hardware, software and other components of or used to provide the Service, including all related IP Rights, will remain with and belong exclusively to the Third Party Developer. The Third Party Developer shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback it receives from You.

You hereby acknowledge and agree that any support and maintenance of the Third Party Services shall be provided by the Third Party Developer, and only to the extent described in the Service Terms for the Third Party Services or as otherwise communicated by the Third Party Developer to You. You agree and acknowledge that Semtech has no responsibility for providing such support and maintenance.

You further acknowledge and authorize Semtech to, in connection with Your access to or use of one or more Third Party Services(s), provide the Third Party Developer with any information provided by You as requested by Third Party Developer in connection with such access or use (including, without limitation, Your name, company name (if any), addresses (including e-mail address) and phone number).

You agree that the Third Party Developer and Semtech may collect and use technical data and related information, including without limitation, technical information relating to Your User Account, systems and use of the Service, that is gathered periodically to facilitate the provision of software updates, product support, marketing efforts and other services to You related to the Service. The Third Party Developer and Semtech may use this information to improve their respective products or to provide services or technology to You (including with respect to Semtech, the Marketplace and the Services).

If You evaluate, access or use Third Party Services, those Third Party Services and the Third Party Developers of such Third Party Services may be able to obtain access to Service data and store, process and transmit Service data outside of the Service. Such access may result in the disclosure, modification or deletion of Service data by those Third Party Developers or the Third Party Services. Further, the Third Party Developer, Semtech and their respective agents and partners may collect and use data pertaining to Your configuration and/or use of the Service(s). Semtech is not responsible for any transmission, collection, disclosure, modification, use or deletion of Service data, as described in this paragraph, by or through Third Party Services or the Third Party Developers.

Updates

Semtech may from time to time, and at Semtech’s sole discretion, develop and provide updates to the Marketplace. Updates may include upgrades, bug fixes, patches, new features, or may modify or delete features and functionality. You agree that Semtech has no obligation to provide any updates, upgrades, support or technical assistance for the Marketplace or the Services.

Intellectual Property Rights

Each party shall maintain all rights, title and interest in and to all of its IP Rights. The limited rights granted to You to use the Marketplace under these Terms do not convey any additional rights in the Marketplace or in any IP Rights associated therewith. Subject only to limited rights to access and use the Marketplace as expressly stated herein, as between You and Semtech, all rights, title and interest in and to the Marketplace and all hardware, software and other components of or used to provide the Marketplace, including all related IP Rights, will remain with and belong exclusively to Semtech. Any Service that is distributed to You via the Marketplace is owned by the supplier of that Service, including all IP Rights associated with such Service.

Feedback

For any suggestions, enhancement requests, recommendations or feedback You provide to Semtech regarding the Marketplace or any of the Services (“Feedback”), You agree to grant, and hereby grant to Semtech a worldwide, irrevocable, perpetual, non-exclusive, transferrable, assignable, sublicenseable, royalty-free, fully paid-up, license to copy, distribute, create derivative works of, publicly display and perform, and otherwise commercially exploit such Feedback and to use, make, have made, sell, offer for sale, import, and export products and services based on such Feedback.

Trademarks

The Semtech, COLLOS and LoRa names and marks and all related names, logos, product and service names, designs and slogans are trademarks of Semtech or its affiliates or licensors. You must not use such marks without the prior written permission of Semtech. All other names, logos, product and service names, designs and slogans that appear on the Marketplace and other Services are the trademarks of their respective owners.

Term and Termination

The term of these Terms commences on the earlier of either when You first use any of the Services or when You acknowledge Your acceptance of these Terms, and shall extend until the conclusion of the Private Preview for the Marketplace. Semtech may terminate its provision of the Marketplace and any of the Services in their entirety or any parts thereof, temporarily or permanently, at Semtech’s sole discretion and at any time. If You violate any of the terms and conditions of the Terms, Your usage rights under these Terms will immediately terminate and Semtech may terminate Your access to the Marketplace and the Services. Upon such termination, all rights granted to You under these Terms will terminate and You must cease all use of the Services. You may cease Your use of the Marketplace or any of the Services at any time.

Disclaimer of Warranties

THE MARKETPLACE AND THE SERVICES AND ALL CONTENT PROVIDED TO YOU THROUGH THE MARKETPLACE ARE PROVIDED “AS IS” AND WITHOUT WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SEMTECH AND ITS AFFILIATES, AND THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND PARTNERS, EXPRESSLY DISCLAIM ALL WARRANTIES WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE MARKETPLACE AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, SEMTECH AND ITS AFFILIATES, AND THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND PARTNERS, MAKE NO WARRANTY THAT (a) THE MARKETPLACE OR THE SERVICES WILL MEET YOUR REQUIREMENTS; (b) THE MARKETPLACE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MARKETPLACE OR THE SERVICES WILL BE ACCURATE OR RELIABLE; (d) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, DATA OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE MARKETPLACE OR THE SERVICES WILL MEET YOUR EXPECTATIONS; AND (e) ANY ERRORS IN THE MARKETPLACE OR THE SERVICES WILL BE CORRECTED. YOU ACKNOWLEDGE THAT SEMTECH DOES NOT WARRANT THAT THE MARKETPLACE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO DATA, INFORMATION OR ADVICE OBTAINED BY YOU FROM SEMTECH OR THROUGH THE MARKETPLACE OR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

WITHOUT LIMITING THE FOREGOING, SEMTECH DISCLAIMS ANY WARRANTIES RELATING TO THE MARKETPLACE AND SERVICES. YOU AGREE THAT YOU ASSUME FULL, EXCLUSIVE, AND SOLE RESPONSIBILITY FOR YOUR USE AND RELIANCE ON THE MARKETPLACE AND THE SERVICES. YOUR USE AND RELIANCE ON THE MARKETPLACE OR SERVICES IS MADE ENTIRELY AT YOUR OWN RISK.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU.

Limitation on Liability

YOU EXPRESSLY AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SEMTECH, INCLUDING ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS, AND SEMTECH’S AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, AND ASSIGNS, WILL NOT BE LIABLE FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGE, AND COSTS, EXPENSES, AND PAYMENTS, ARISING FROM OR RELATING TO YOUR USE OR INABILITY TO USE THE MARKETPLACE OR THE SERVICES. THE FOREGOING LIMITATIONS SHALL APPLY WHETHER SUCH DAMAGES ARISE OUT OF CONTRACTUAL, TORT, OR OTHER LIABILITY, AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR SEMTECH WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

CERTAIN JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS ON LIABILITY, SO SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Indemnification

You agree to indemnify, defend, and hold harmless Semtech, its affiliates, and their respective officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses (including reasonable attorney’s fees) of any kind, arising from or relating to Your use or misuse of the Marketplace or the Services, Your breach of these Terms or the Service Terms for Semtech’s Services, or Your violation of any rights of a third party.

Export Control

The Marketplace and Services made available through the Marketplace may be subject to United States export laws. You may not use the Marketplace or any of the Services in violation of United States export laws. Semtech does not make any representation that the Marketplace or the Services are appropriate or available for use in other jurisdictions or countries, and accessing the Services from jurisdictions or countries where the content or use of the Services is illegal is prohibited. You shall not, directly or indirectly, make the Marketplace or the Services accessible from, any jurisdiction or country to which use is prohibited by law, rule, or regulation. Those who choose to access the Services from locations outside of the United States do so on their own initiative and are responsible for compliance with applicable local laws. If You use the Services outside the United States, You expressly agree to the transfer and processing of any information Semtech collects via the Marketplace wherever Semtech may have operations.

Governing Law and Jurisdiction; Waiver and Severability

The Terms shall in all respects be construed and be given legal effect in conformity with the laws of Switzerland. Any dispute between Semtech arising out of or in connection with these Terms shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by a panel of three arbitrators appointed in accordance with said Rules, which rules are deemed to be imported by reference into these Terms. The arbitrators will give full force and effect to the clear intent of the parties as expressed in the terms and conditions of the Terms. The place of arbitration shall be in Geneva, Switzerland. The language of arbitration shall be English. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms. No failure to exercise, and no delay in exercising, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. If any provision of these Terms is illegal or unenforceable under applicable law, the remainder of these Terms shall continue in full force and effect.

Limitation on Time to File Claims

Any cause of action or claim You may have arising out of or relating to the Marketplace or Services must be commenced within one year after the cause of action accrues. Failure to do so will result in the cause of action or claim being permanently barred, and will constitute Your complete and final waiving or the cause of action or claim.

Assignment

Semtech may freely assign or otherwise transfer (by operation of law or otherwise) all of its rights and obligations under these Terms in their entirety without Your consent. You may assign all of Your rights and obligations under these Terms in their entirety without the consent of Semtech to (i) any of Your affiliates or (ii) a successor-in-interest in connection with the sale or transfer to such successor-in interest of all or substantially all of Your business; provided, that no such assignment will relieve You of Your obligations hereunder. No assignment hereunder will increase the obligations for which the non-assigning party would have been liable hereunder in the absence of such assignment. Any assignment in violation of this paragraph will be void and of no effect. Subject to the preceding sentence, the Terms shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Nothing in these Terms shall be construed as an express or implied obligation of either Party to enter into any future agreements.

Entire Agreement

These Terms and Semtech’s Privacy Policy constitute the entire agreement between You and Semtech with respect to the Marketplace and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to You and Semtech in connection with the Marketplace.