Everynet LoRaWAN Network User Agreement

Everynet LoRaWAN Network User Agreement

InfoSec: Public
Version: 1.0.1 (September 2023)


USER DEFINITION any entity that uses the Everynet coverage either under direct contract with Everynet or by virtue of a contractual relationship with a verified reseller of Everynet or its subsidiaries.
EVERYNET NETWORK Everynet owns, maintains, and operates the Everynet Network in the relevant geographies.
EVERYNET COVERAGE. Everynet Network coverage estimates are updated on a monthly basis. The User acknowledges and agrees that due to the complicated matter of radio frequency propagation, Everynet provides coverage estimates on the best endeavours basis and is not liable for the accuracy of coverage estimates.
REQUESTING NEW COVERAGE. If Everynet coverage is not available, the User may contact Everynet to request coverage expansion or extension. In this case, Everynet may provide specific commercial terms for making such additional coverage available.
RIGHT OF USE COVERAGE Everynet grants the User the right to use (including reselling the use of the Everynet Network to other end customers) the Everynet Network in a non-exclusive nature.
LIMITATIONS OF USE. The User is not authorized to either reverse engineer or work around technical limitations of the Everynet Network. The User  may not disable, manipulate, or attempt to circumvent any billing mechanism that measures usage of the Everynet Network.
RESPONSIBILITY FOR THE USE OF THE EVERYNET NETWORK: The User is fully responsible for usage of the Everynet Network whether for its own or third parties' use. Accordingly, the User warrants that such a use will comply with all provisions of this Terms & Contions and the User will indemnify and hold Everynet harmless for any Damage caused by the User itself or third parties.

The User agrees to immediately, as soon as is aware of, to notify Everynet of any expected or actual event, anomaly, defect or failure that may directly or indirectly affect, harm or cause interference in the Everynet Network ("Extraordinary Event").
COOPERATION FOR PREVENTION OF INTERFERENCE. The User acknowledges and agrees that Devices are operating in an unlicensed band therefore, it must adopt on its responsibility and cost, adequate and sufficient measures to prevent and to interrupt any interference caused by any third party’s devices. The User shall cooperate with Everynet to avoid radio interference and investigate claims of Interference. Within a period of five (5) days from Everynet's request, the Userwill provide Everynet with a list of the specifications, including frequencies used, of all the User’s Devices necessary to resolve or investigate Customer Complaints or Interference Claims.
SUSPENSION OF USE Everynet may suspend the use and any data exchange performed by Everynet Network in the following cases: (i) breach of any obligations (including but not limited to financial default by the User ) by the User ; (ii) a court order or act of any Governmental Authority; (iii) non-payment of the Consideration at its due date by the User; (iv) in case of events that harm Everynet network;

The term and termination follow the terms set in the agreement between Everynet and the User.

INDEMNIFICATION. The User shall indemnify and hold Everynet harmless for any Damages incurred by the User when using Everynet’s Network. The indemnification applies to: (i) Damages (including reasonable expenses and reasonable costs for legal proceedings) arising from the use of the Everynet Network by the User ; (ii) a breach of the Applicable Law by the User  ; (iii) acts, omissions, or violations of the User .
This indemnity does not apply to Claims insofar as they arise due to negligence or misconduct of the Party seeking compensation or Indemnities.
Notwithstanding anything to the contrary contained in this terms and conditions, neither the User nor Everynet shall be liable to the other, nor to the indemnitees of the other, for any indirect damages or loss of profits incurred, even when they have been notified of the possibility of occurrence.
Neither Party shall be liable to the other Party for an amount in excess of the total amount paid by the User  in the last twelve (12) months.
The exclusions and limitations of liability referred to in this terms and conditions are only applicable to the extent permitted by law. These exclusions and limitations of liability cease to apply if and insofar as the damage is caused by intent or deliberate recklessness on the part of Everynet or the Client.
CYBER SECURITY. Everynet shall use reasonable efforts (i.e. use industry standard anti-malware and cyber security software) to prevent cyberattacks and malware. Everynet shall not in any circumstance be liable for any damages on Everynet Network including, without limitation, (i) invasion of malware of any kind (ii) any security breach or (iii) interruption and removal of system information for any purpose.

USER ACTIVITY RISK. The User is responsible for all risks related to its activities, for evaluating the peculiarities of the activities it carries out and for seeking solutions that guarantee the level of service and security it deems appropriate, including but not limited to redundancy or alternative technological solutions. Therefore, Everynet shall not be liable for Damages and claims related to the User’s activities due to the use of the Everynet Network. In addition, the User  acknowledges and agrees that there shall be no relationship between Everynet and the User. The User shall indemnify and hold Everynet harmless for all and any claims issued by the User.
DATA. Data encryption and cryptographic message integrity codes are mandatory. During the User's use of the Everynet Network, End Users may transmit data messages through the Everynet Network. The User acknowledges and agrees that Everynet has no access to the encrypted data contents and neither can Everynet forge message integrity codes. The User shall be solely responsible for the contents of any message transacted through the User’s account at the Everynet Network whether this message was originated, (i) by the User, (ii) by User’s contracted suppliers, (iii) by third parties acting on User’s behalf and for its account and order, (iv) by User’s customers, (v) by User and/or (vii) any other individuals or legal entities who are transmitting data through the access provided by Everynet to the User and not parties of the agreement between the User. The User and its representatives are solely responsible for complying with all legal provisions necessary for the transmission of data (such as those relating to privacy in the case of the transmission of personal data). The User shall be responsible for any Claims that require sharing, disclosure, exclusion and any other type of processing of such data. The Usershall at all times defend, indemnify and hold Everynet harmless from and against any and all third-party claims, damages, liabilities, costs and expenses, including legal costs and reasonable counsel fees, arising out of or related to the content of any message transmitted through the Everynet Network by the User or User’s End Users.

INTELLECTUAL PROPERTY. The User hereby recognises that Everynet retains all Intellectual Property Rights in and to the Everynet Technology which is used to perform its obligations under the agreement with the User. The User hereby grants Everynet and shall procure that its Affiliates will grant Everynet a non-exclusive, transferable, world-wide, royalty-free, fully paid-up, perpetual licence to use any modification or improvement to the Everynet Technology by the User in the performance of the use of Everynet Network. The licence granted to Everynet under this clause includes the right to sub-license and transfer such modifications and improvements to any third parties, including affiliates.
CONFIDENTIALITY. No Confidential Information disclosed by one party ("Disclosing Party") to the other party ("Recipient Party") may be disclosed by the Recipient Party to any person except: (i) employees, officers, directors, auditors, subcontractors or affiliates of the Recipient Party requiring the Confidential Information; (ii) with the prior written consent of the Disclosing Party which consent may be given or withheld in its absolute discretion; or (iii) if the Recipient Party is required to disclose, in full or in part, pursuant to a judgement or decision issued by a competent court or another judicial or administrative body with jurisdiction over the Recipient Party.
USE OF CONFIDENTIAL INFORMATION. No Confidential Information of the Disclosing Party may be used by the Recipient Party for any purpose other than the performance of the Recipient Party’s obligations or the exercise of the Recipient Party’s rights. The Recipient Party will take all necessary steps to ensure the confidentiality of all Confidential Information provided to it by the Disclosing Party. In any event, the Recipient Party undertakes to protect this information with the same degree of care and measures equivalent to the measures implemented to ensure the confidentiality of its own key information and confidential business information. Any Party disclosing Confidential Information must use all reasonable efforts to ensure that persons receiving Confidential Information from it: (i) do not disclose or use the Confidential Information; (ii) sign a written confidentiality undertaking in terms at least as restrictive as those binding the Recipient Party. If a demand is made that could ultimately lead to an obligation, the Recipient Party is obliged to: (i) immediately notify the Disclosing Party of the demand and all its related circumstances; (ii) without delay, consult with the Disclosing Party as to the justifiability of legally available actions aimed at decreasing the scope of disclosed information or of denial of the demand, and to pursue, at its own cost, all available legal measures; and (iii) make all efforts to ensure that the Confidential Information is not disclosed further, if the disclosure of the Confidential Information following that demand is necessary or if it is deemed advisable.
EXCEPTIONS TO CONFIDENTIALITY OBLIGATIONS. Confidentiality obligations do not apply to Confidential Information which: (i) is in or becomes part of the public domain other than through breach of this Terms & Contions or an obligation of confidence owed to the Disclosing Party; or (ii) the Recipient Party can prove that they have received a non-confidential information by the Disclosing Party (unless that knowledge arose from disclosure of information in breach of an obligation of confidence).

Everynet’s connectivity services are consumed through its API and Everynet commits to not break the API towards applications and gateways within the major version of Everynet Cloud Platform. Everynet will not perform scheduled maintenance outside of the User business hours to ensure that the User operations team is available during the maintenance. Everynet reserves the right to apply hot fixes at any time. Everynet issue scheduled maintenance notifications through status: 24 hours before updates that do not lead to traffic loss; 8 days before updates that may lead to traffic loss; 24 days before updates that break API compatibility. Everynet does not issue maintenance notifications for hot-fixes. We supply post-mortem explanations in case hot-fixing leads to traffic loss. Everynet reserves the right to fix bugs in API in minor updates. This may break applications that rely on buggy behaviour. Release notes are distributed the next day after the maintenance is done.
TECHNICAL SUPPORT Everynet technical support is directed to the User and delivered according with the agreement between the User and Everynet.
FAIR USE. Everynet’s service is billed on the basis of device activations and messages – and is subject to fair use conditions according with the agreement between Everynet and the User.
CHANGES OF THE TERMS AND CONDITIONS. Everynet reserves the right to change the terms and conditions at its own discretion. Continued usage of the Everynet service will constitute consent with any revised terms. Changes to terms and conditions will be published directly on this page and reflected with an update to the version number of this document
APPLICABLE LAW. These terms and conditions and any non-contractual obligation arising out of or in connection with it shall exclusively be governed by, and construed in accordance with, the Laws of the Netherlands. All disputes arising out of or in connection with the use of Everynet Network, including disputes concerning their existence, their validity and any non-contractual obligation, will be finally and exclusively resolved by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Netherlands (Arbitragereglement van het Nederlands Arbitrage Instituut, the "NAI Arbitration Rules"), taking into account that: (a) the legal seat of the arbitration (plaats van arbitrage) will be Amsterdam, the Netherlands; and (b) the language of the arbitration will be English.

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