PLEASE READ THIS LEGAL DOCUMENT CAREFULLY. M8 Systems, Inc. (together with our affiliates, “M8 Systems”, “we”, or “us”) empowers farmers with AIoT irrigation and related products, services, content and features through M8 Systems app and website, such as those for our WaterGuard device, support (the “M8 Systems Site(s)”), the interfaces on tablets connected to M8 Systems WaterGuard equipment, mobile, desktop, or device applications (including iOS and Android applications (“Apps”)) and M8 Systems- controlled social media pages (including on Facebook, Instagram, Spotify and Twitter). To make these Terms easier to read, the M8 Systems Sites and Apps, along with the M8 Systems tablet and studio interfaces and M8 Systems-controlled social media pages are collectively called the “M8 Systems Service” or “the Services”. By registering as a member or by visiting, browsing, or using the M8 Systems Service in any way and have your usual residence in the US, you (as a “user”) accept and agree to be bound by these Terms of Service (“Terms”), which forms a binding agreement between you and M8 Systems.
PLEASE READ: THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 19). READ CAREFULLY, BY ENTERING INTO THESE TERMS YOU EXPRESSLY AGREE THAT DISPUTES BETWEEN YOU AND M8 SYSTEMS WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU HEREBY WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
If you do not wish to be bound by these Terms, you may not access or use the M8 Systems Service. Certain elements of the M8 Systems Service may be subject to additional terms and conditions specified from time to time; your use of those elements of the M8 Systems Service is subject to those additional terms and conditions, which are incorporated into these Terms by this reference.
Age Requirement. You must be at least 18 years old to purchase a M8 Systems membership subscription and become a Membership Holder (as defined in the Membership Terms).
We may, in our sole discretion, refuse to offer the M8 Systems Service to any person or entity and change the eligibility criteria at any time. You are solely responsible for ensuring that these Terms are in compliance with all laws, rules and regulations applicable to you, and the right to access and use the M8 Systems Service is revoked where these Terms or use of the M8 Systems Service is prohibited or conflicts with any applicable law, rule or regulation. Further, the M8 Systems Service is offered only for your irrigation management solutions, and not for the use or benefit of any third party.
Subject to your compliance with these Terms and solely for so long as you are permitted by us to access and use the M8 Systems Service, M8 Systems grants you a limited, non-transferable, non- exclusive, revocable right and license to access and use the M8 Systems Service for your irrigation management solutions, a right which may not be assigned or sublicensed to anyone. This license includes the right to view Content (defined below) available on the M8 Systems Service and the right to download one copy of the application to any single device for your irrigation management purposes, provided you keep intact all copyright and other proprietary notices. This license grant is subject to you agreeing to and abiding by the M8 Systems Intellectual Property and DMCA Policy, which forms a part of these Terms. This license will remain in effect unless and until you violate these Terms or this license is terminated by you or M8 Systems.
Restrictions.Except as expressly permitted in writing by an authorized representative of M8 Systems, you will not reproduce, redistribute, sell, transfer, create derivative works from, decompile, reverse engineer, or disassemble the M8 Systems Service, nor will you take any measures to interfere with or damage the M8 Systems Service. Unless otherwise specified, copying or modifying any Content or using Content for any purpose other than your irrigation purposes of the M8 Systems Service, including use of any such Content on any other website or networked computer environment, is strictly prohibited. All rights not expressly granted by M8 Systems in these Terms are reserved.
To enjoy full access to the M8 Systems Service, you must register as a member of the M8 Systems Service and enter into a subscription agreement for access to our AIoT end-to end management solution for irrigation, Content and features (a “Subscription”). Your Subscription is also governed by the Membership Terms. You must provide complete and accurate registration information to M8 Systems, complete the Subscription process, and notify us if any of your information changes. If you fail to keep your account information up to date, we may have to suspend or terminate your Subscription.
Profile Information. You may not use someone else’s name, or any name, location, other public profile information or image that violates any third party rights, is against the law, or that is offensive, obscene or otherwise objectionable (in M8 System’s sole discretion).
Account Security. You are responsible for all activity that occurs under your account, including any activity by unauthorized users. You may not allow others to use your account. You must safeguard the confidentiality of your password, and if you are using a device that others have access to, log out of your account after using the M8 Systems Service. If you become aware of an unauthorized access to your account, change your password and notify our Support team immediately.
M8 Systems will provide information on its then-current membership and Subscription requirements on the M8 Systems Site and/or by other means through the M8 Systems Service. Features and prices are subject to change.
M8 Systems accepts orders for its WaterGuard device and any other equipment or accessories that we may offer through the M8 Systems Site. Unfortunately, availability of products cannot be guaranteed. Please note that product, service and other information provided is subject to corrections and changes without notice. Advertising depictions, graphics and diagrams are for illustrative purposes only and may not accurately reflect actual product or component availability. Errors will be corrected where discovered, and we reserve the right to revoke any stated offer and to correct any errors, inaccuracies or omissions.
Unless otherwise specified at the time of purchase, you must pay for products when you place the order. All products ordered will be delivered to the shipping address you provide. We reserve the right to cancel an order placed by you at any time and for any lawful reason prior to our delivery of the product(s) and receipt of payment in full from you, provided that we will refund any fees that you prepaid for those products if we cancel. We may send an acknowledgment of receipt of your order to the email address you provide and/or proof of purchase information through the M8 Systems Site or to your email address after your payment has been processed. Please see our Warranty and Return Policy for further information about M8 Systems products.
These Terms begin on the date you first use the M8 Systems Service and continue as long as you have an account with us and/or continue to use the M8 Systems Service.
Termination. M8 Systems may, in M8 System’s sole discretion, suspend, disable, or delete your account (or any part thereof) or block or remove any User Content (defined below) that has been compiled or submitted, for any lawful reason, including if M8 Systems determines that you have violated these Terms or that your conduct or User Content would tend to damage M8 System’s reputation or goodwill. If M8 Systems deletes your account, you may not re-register for or use the M8 Systems Service under any other user name or profile. M8 Systems may block your access to the M8 Systems Service to prevent re- registration.
Effect of Termination / Account Deletion. Upon termination of these Terms all licenses granted by M8 Systems will terminate. The following sections survive termination: Privacy (Section 3), User Content (Section 8), Indemnification (Section 12), No Warranties (Section 15), Limitation of Liability (Section 16), Safety Warnings (Section 17), Intellectual Property (Section 18), Arbitration Requirement & Class Action Waiver (Section 19), Contracting Entities, Governing Law and Jurisdiction (Section 20), and all general provisions. In the event of account deletion for any reason, User Content and data may no longer be available and M8 Systems is not responsible for the deletion or loss of such User Content and data. For clarity, if you cancel your Subscription or it is terminated for any reason, you will lose access to data, dashboards, irrigation management solutions and any other Content or features provided through the M8 Systems Service. M8 Systems, in its sole discretion, may make available a very limited amount of Content or features to non-subscribers from time to time, and any use of those features and Content is governed by these Terms.
“Content” means text, data, dashboard, graphs, graphics, images, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the M8 Systems Service; and (ii) ”User Content” means any content that users (including you) provide to be made available through the M8 Systems Service. Content includes, without limitation, data compilation sets and User Content.
Any User Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content submitted by or on behalf of you is accurate, complete, up-to-date, and in compliance with these Terms and with all applicable laws, rules and regulations. You acknowledge that all Content, including User Content, accessed by you using the M8 Systems Service is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. To the full extent permitted by law, we make no representations, warranties or guarantees with respect to any Content that you access on or through the M8 Systems Service.
As between you and M8 Systems, you represent that you own (or have all rights necessary to grant M8 Systems the rights below to) all User Content that you submit to the M8 Systems Service, and that M8 Systems will not need to obtain licenses from any third party or pay royalties to any third party in order to use such User Content. You grant M8 Systems a worldwide, perpetual, irrevocable, non-exclusive, sublicensable (through multiple tiers), transferable royalty-free license and right to use, copy, transmit, distribute, publicly perform and display (through all media now known or later created), edit, modify, and make derivative works from your User Content (including, without limitation, translations) for any purpose whatsoever, commercial or otherwise, without compensation to you. In addition, you waive any so-called “moral rights” or rights of privacy or publicity in your User Content. If you make suggestions to M8 Systems or through the M8 Systems Service about improving or adding new features or products to the M8 Systems Service or you otherwise provide feedback, product or service reviews or testimonials, you hereby grant to M8 Systems a worldwide, perpetual, irrevocable, non-exclusive, sublicensable (through multiple tiers), transferable royalty-free license and right to use, copy, modify, create derivative works based upon and otherwise exploit your suggestions, feedback, reviews and testimonials for any purpose (including for marketing), without any notice, compensation or other obligation to you.
You can remove your User Content by specifically deleting it. However, in certain instances, some of your User Content (such as data compilations or comments you make) may not be completely removed and copies of your User Content may continue to exist on the M8 Systems Service. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
Subject to your compliance with these Terms, M8 Systems grants to you a limited non-exclusive, non-transferable, revocable license, with no right to sublicense, to download and install a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for your irrigation management solution purposes. You may not copy the App, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms, you may not:
M8 Systems reserves all rights in and to the App not expressly granted to you under these Terms.
Accessing App from an App Store. The following terms apply to any App accessed through or downloaded from any app store or distribution platform (like the Apple App Store or Google Play) where the App may now or in the future be made available (each an “App Provider”). You acknowledge and agree that:
You agree not to do any of the following:
Although we’re not obligated to monitor access to or use of the M8 Systems Service or Content or to review or edit any User Content, we have the right to do so for the purpose of operating the M8 Systems Service, to ensure compliance with these Terms, to comply with applicable law or other legal requirements and to maintain the integrity and reputation of the M8 Systems Service and M8 System’s systems. We reserve the right, but are not obligated, to remove or disable access to any User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any User Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the M8 Systems Service. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
When interacting with other M8 Systems members, you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other people you don’t know. Your participation, correspondence or personal or business dealings with any third party found on or through the M8 Systems Service, whether regarding payment or delivery of specific goods and services, and any other terms, conditions, representations or warranties associated with such dealings, are solely between you and such third party. You agree that M8 Systems is not responsible or liable for any loss, damage, injury, or other matters of any sort incurred as the result of such dealings.
You agree to indemnify, defend, and hold harmless M8 Systems and its directors, officers, employees, and agents, from and against all claims, damages, losses and costs that arise from or relate to
Downloading and/or installing any third party software and/or applications that are not expressly authorized by M8 Systems on any M8 Systems hardware constitutes a breach of these Terms; any such downloading or installation is done at your own risk and may void any applicable warranty or support commitments by M8 Systems.
There may be links on the M8 Systems Service that let you leave the particular M8 Systems Service you are accessing in order to access a linked site that is operated by a third party. M8 Systems neither controls nor endorses these sites, nor has M8 Systems reviewed or approved the content that appears on them. M8 Systems is not responsible for the legality, accuracy or inappropriate nature of any content, advertising, products or other materials on or available from any such third party sites. You acknowledge and agree that M8 Systems is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the access or use of any of the links, content, goods or services available on or through these third party sites.
M8 Systems reserves the right to modify the M8 Systems Service, including, but not limited to updating, adding to, enhancing, modifying, removing or altering any Content or features of the M8 Systems Service, at any time, in its sole discretion. You are responsible for providing your own access (e.g., computer, mobile device, cellular connection or internet connection, etc.) to the M8 Systems Service. M8 Systems has no obligation to screen or monitor any Content and does not guarantee that any Content available on the M8 Systems Service is suitable for all users or that it will continue to be available for any length of time.
M8 Systems provides the M8 Systems Service on an “AS IS” and “AS AVAILABLE” basis. You therefore use the M8 Systems Service at your own risk. Other than as expressly provided in writing by M8 Systems in connection with your purchase of a M8 Systems product, to the extent permitted by law, M8 Systems expressly disclaims any and all warranties of any kind, whether express or implied, including, but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, quiet enjoyment and any other warranty that might arise under any law. Without limiting the foregoing, M8 Systems makes no representations or warranties:
To the extent that another party may have access to or view Content on your device, you are solely responsible for informing such party of all disclaimers and warnings in these Terms. TO THE EXTENT ANY DISCLAIMER OR LIMITATION OF LIABILITY DOES NOT APPLY, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL APPLICABLE EXPRESS, IMPLIED, AND STATUTORY WARRANTIES WILL BE LIMITED IN DURATION TO A PERIOD OF 30 DAYS AFTER THE DATE ON WHICH YOU FIRST USED THE M8 SYSTEMS SERVICE, AND NO WARRANTIES SHALL APPLY AFTER SUCH PERIOD.
To the fullest extent permitted by law:
The exclusions and limitations of damages set forth above are fundamental elements of the basis of the bargain between M8 Systems and you.
You acknowledge and agree that your use of the M8 Systems Services and any Content contained therein is dependent upon you agreeing to and abiding by the M8 Systems Intellectual Property Policy at all times. You further acknowledge that the M8 Systems Service contains software and other content that is protected by copyrights, patents, trademarks, trade secrets or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. All M8 Systems- generated content, and content provided to M8 Systems by its partners and licensors, is copyrighted individually and/or as a collective work under the U.S. copyright laws and all applicable international copyright (or equivalent) laws in all jurisdictions and protected under other intellectual property laws worldwide; further, as between you and M8 Systems, M8 Systems own intellectual property rights in the selection, coordination, arrangement and enhancement of all content in the M8 Systems Service.
M8 Systems respects the intellectual property of others, and we ask our users to do the same. Each user is responsible for ensuring that their User Content does not infringe any third party’s right or other intellectual property rights. If you believe that the M8 Systems Service or any Content contains elements that infringe or misappropriate your copyrights or other intellectual property rights (or the intellectual property rights of others), please go to the M8 Systems Intellectual Property Policy for directions on how to report it to us.
If JAMS fails or declines to conduct the arbitration for any reason, we will mutually select a different arbitration administrator. If we cannot agree, a court will appoint a different arbitration administrator. Any arbitration hearings will take place in the county (or other municipality) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. During the arbitration, both you and M8 Systems may take one deposition of the opposing party, limited to 4 hours. If we cannot agree on a time and location for a deposition, the arbitrator will resolve any scheduling disputes.
All users are contracting with M8 Systems, Inc. unless otherwise specified in these Terms. These Terms shall be governed by the laws of the State of California, United States of America, without regard to principles of conflicts of law. The Uniform Commercial Code, the Uniform Computer Information Transaction Act, and the United Nations Convention of Controls for International Sale of Goods shall not apply.
Headings are for convenience only and shall not be used to construe these Terms. If any term of these Terms is found invalid or unenforceable by any court of competent jurisdiction, that term will be severed from these Terms. No failure or delay by M8 Systems in exercising any right hereunder will waive any further exercise of that right. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of M8 Systems. M8 Systems rights and remedies hereunder are cumulative and not exclusive.
These Terms are binding upon and will inure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns. You may not assign or transfer these Terms without M8 System’s prior written consent. M8 Systems may assign its rights, obligations and/or these Terms at any time in its sole discretion without notice to you.
You consent to receive all communications including notices, agreements, disclosures, or other information from M8 Systems electronically. M8 Systems may communicate by email or by posting to the M8 Systems Service. For support-related inquiries, you may email Support. For all other notices to M8 Systems, write to the following address:
M8 Systems, Inc.
30962 Via Mirador
San Juan Capistrano, CA 92675
Attn. Legal Department
Nothing in these Terms or otherwise limits M8 System’s right to object to subpoenas, claims, or other demands.
We may update these Terms at any time, in our sole discretion. If we do so, we’ll let you know by, at a minimum, posting the updated Terms (as indicated by a revised “Last Updated” date at the top of this page) on the M8 Systems Site and/or through the M8 Systems Service. Modifications will be effective on the date that they are posted to the M8 Systems Site. It’s important that you review the Terms whenever we update them before you use the M8 Systems Service. If you continue to use the M8 Systems Service after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then you may not use the M8 Systems Service anymore. Because the M8 Systems Service is evolving over time we may change or discontinue all or any part of the M8 Systems Service, at any time and without notice, at our sole discretion.
These Terms incorporate the following legal documents by reference, as well as any other policies or procedures referenced herein that are posted to the M8 Systems Site from time to time:
In the event of a conflict between any policies posted on the M8 Systems Service and these Terms, these Terms will control. These Terms represent the entire understanding between M8 Systems and you regarding the M8 Systems Service or Content and supersede all prior agreements and understandings regarding the same. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
Neither Party shall be liable for any failure or delay in performance under these terms (other than for delay in the payment of money due and payable in accordance with these terms) for causes beyond the party’s reasonable control and not caused by that party’s fault, or negligence, including, but not limited to, “acts of God”, acts of government, flood, fire, pandemic, civil unrest, acts of terror, strikes or other labor problems, computer attacks or malicious acts, such as attacks on or through the internet, any internet service provider, telecommunications or hosting facility, but in each case, only if and to the extent that the non-performing Party is without fault in causing such failure or delay, and the failure or delay could not have been prevented by reasonable precautions and measures and cannot reasonably be circumvented by the non-conforming Party through the use of alternate sources, workaround plans, disaster recovery, business continuity measures or other means. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.