TERMS AND CONDITIONS
1.1. These terms and conditions set out the legally binding agreement (the “Agreement”) by and between Emrit Inc. (“Emrit”/”We”) and you, an individual or an entity, who order or/and signup for CoolSpot or/and avail Products and Services (“You”/”you”/”your”) via Emrit or/and entities authorized by Emrit;
1.2. These terms and conditions will apply to Services and Products or/and CoolSpots (Emrit’s Helium Hotspot miner), software and customer support (the “CoolSpot”) ordered, provisioned, installed, or/and activated by you. You agree that upon registering with Emrit or/and ordering Products and Services from Emrit or any of Emrit’s authorized entities, you may be contacted by Emrit, including Emrit’s customer support team, directly or indirectly via phone, email, text, phone or any other viable medium seeking confirmation of Product or/and Service order details placed by you or any other follow ups and you consent to be contacted for the same;
1.3. For purposes of this Agreement, the term “Products” may include but is not limited to (i) Emrit CoolSpot and other devices or any accessories and related applications, (ii) the remote monitoring, notifications services and other applications or other services provided by Emrit under this Agreement (the “Service”);
1.4. Where these terms and conditions are translated into a language other than English, the English text shall prevail; and
1.5. WHEN YOU CLICK “I AGREE”, CHECK A BOX OR OTHERWISE PROVIDE CONSENT DURING THE ORDERING PROCESS, YOU AND WE ARE AGREEING TO BE BOUND BY THIS AGREEMENT TO THE SAME EXTENT AS IF YOU AND WE HAD MANUALLY EXECUTED A PAPER COPY OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU SHOULD NOT PROCEED WITH THE REGISTRATION PROCESS OR PURCHASE PRODUCTS OR SERVICES.
2. SCOPE OF TERMS AND CONDITIONS
2.2. You will not, directly or indirectly, (a) sell, lend, rent, distribute, resell, lease, assign, license, sublicense or otherwise transfer to any third party any Product and/or Service, or the rights granted to you with respect to any Product and/or Service, (b) translate, port, modify, reproduce, distribute, republish, frame, download, cache, or make or create derivative works based on any Product and/or Service, (c) access or use the Products and/or Services in a way that implicates illegal or illicit activities or any other purpose other than to be a host, (d) derive or attempt to derive the source code, source files, or any component or structure of all or any portion of any Product and/or Service by reverse engineering, disassembly, decompilation, or any other means (the foregoing prohibitions include review of data structures or similar materials produced by programs), or access or use any Service in order to build or support or assist a third party in building or supporting, products or services competitive to Emrit or its products and services, (e) remove, obscure or alter any proprietary notice on Products, (f) use the Service to collect, process or store financial or personal information, (g) use or permit the access to or use of any Product, including the Service, for any unlawful activity, including exporting in violation of applicable law, or (h) access or use the Products, Service or any other deliverable for any use other than the those authorized in this Agreement. You acknowledge and agree that, except as set forth in this Agreement, Emrit does not provide support for the Products and/or Services. Without limiting our other remedies, we may (but are not required to) remotely suspend or disable Products and/or Services that we believe have been transferred or are being used in violation of this Agreement or for any other reason.
2.3. In order to use the Products and/or Services, the CoolSpot must be plugged into an object that provides electrical power and Internet provided by independent and third-party companies. The electric power and/or Internet may have outages from time to time, and during any such outage the Products and/or Service will be unable to operate, and Emrit is not obligated to provide Services during any such outages and neither Emrit nor any of its affiliates, suppliers or agents shall have any liability whatsoever for any such failure.
2.4. CoolSpots are owned by Emrit and Emrit retains all right, title, and interest in all CoolSpots provided to you under this Agreement, and nothing in this Agreement shall be construed to grant you any interest therein. Your use of CoolSpot shall be at the sole discretion of Emrit.
2.5. As between you and Emrit, all content, hardware, software or data made available to you through access or use of the Products or Service or otherwise provided by Emrit (“Emrit Content”), is and will remain the exclusive property of Emrit and its licensors. You may only use the Emrit Content for your own internal use in connection with a Product or Service
2.6. You will not promote the CoolSpots in a way that implies or states that the CoolSpots are owned or have been developed by you;
2.7. You will not use Emrit’s/CoolSpot trademarks, logo, of to violate, infringe or misappropriate the intellectual property rights of Emrit or any third party;
2.8. You will not assume or create any obligation or responsibility, express or implied, on behalf of or in the name of Emrit, or act for or bind Emrit in any respect;
2.9. You will use only Emrit-provided and/or Emrit-approved promotional material in describing and marketing the Emrit Products and Services;
2.10. You will not engage in any deceptive, misleading, or unethical practices that are or might be detrimental to Emrit, Emrit Products and Services, or to the public;
2.11. You will not have any right or authority to, and shall not, make any representation or give any warranty or guarantee regarding the capability of the Emrit Products or/and Services without the specific prior written consent of Emrit in each instance;
2.12. You are responsible for installing and activating the CoolSpot in accordance with the instructions We provide, inclusive of granting access to your premises to Emrit or/and its vendors in order to maintain, operate, replace, repair, modify, or otherwise service or/and install the CoolSpot. It is Host’s responsibility to obtain and keep in effect all consents, authorizations, permits or licenses that may be required for the installation and operation of the CoolSpot on the Host’s premises. In the event your installation address changes, CoolSpot must be returned by you to Emrit, promptly in substantially the same condition as it was provided to you subject to reasonable wear and tear, for reassertions and you may initiate your return process by sending an email to email@example.com; and
2.13. You hereby represent and warrant that you will at all times continue to use the CoolSpot in compliance with these terms and conditions including without limitation social media conducts and shall not disparage or malign the reputation of Emrit in any way. You may review our glossary of terms set forth herein Annexure I. You agree that you will not at any time indulge in an unauthorized use, distribution, re-distribution or/and dissemination of Emrit’s intellectual property and the same shall be deemed as an infringement of Emrit’s intellectual property and Emrit’s at its sole discretion will be entitled to terminate this Agreement with immediate effect with or without notification and Emrit shall be entitled to an amount deemed reasonable for the aforementioned breach/infringement of Emrit’s intellectual property rights.
3. APPLICATION FOR COOLSPOT.
To be eligible to become a Host you must:
3.1. Be at least 18 years of age and above; or of the legally competent age as per your country of residence;
3.2. Be legally competent to enter into this Agreement;
3.3. Have your ordered accepted by Emrit; and
3.4. Provide the required information in Form 1099 if you are USA resident and earning more than USD 600/- (US Dollars Six Hundred Only) per annum.
4. YOUR ACCOUNT.
In order to sign up to use the Products and Service, you must provide certain personal information about you to set up an account, a social security number or EIN, as applicable, solely for Emrit to comply with its tax obligations relating to your status as an independent contractor, the public key to Your Wallet to send you HNT, or your account information to receive a deposit of local fiat. During the registration process, you will be redirected to a secure partner(s) where you will enter the required tax and banking related information. You must provide complete and accurate registration and account information when you perform this registration. You must promptly notify us of any updates to this information. After the completion of the registration process, Emrit will provide you the opportunity to create a password-protected online account through which you can manage your account. You are responsible for maintaining the confidentiality of your user login, password and user codes, and you are responsible for all uses of your login, password and user codes, and any related changes, whether or not authorized by you. You are also responsible for keeping all contact information current and accurate. Emirt does not take any responsibility or liability for any use or misuse of the login IDs, passwords or user codes.
In exchange for your agreement to host a CoolSpot, Emrit will compensate you monthly. In order to receive compensation from Emrit, you must host the CoolSpot for a minimum period of one (1) month and must establish a secure wallet (“Your Wallet”) for your Helium Network Tokens (“HNT”). At the end of each month, Emrit will deposit into Your Wallet an amount equal to twenty percent (20%) of HNT actually received by Emrit as a direct result of the mining done by your specific CoolSpot that you host. In the event a CoolSpot is hosted for a period of less than one (1) month, the aforementioned payment will be made in arrears in the subsequent payment cycle. You will also be entitled to receive an additional 5% of referral mining rewards subject to the terms and conditions set forth herein Clause 19. The aforesaid payments will be made in Your Wallet by the 10th of each month. You acknowledge and agree that you only earn HNT when the Product is powered on, connected to the Internet, and mining HNT. Likewise, moving or obstructing the Products and/or Services may make it more difficult for third-party devices to connect to the Products which can reduce earnings. Emrit does not guarantee any Products and/or Services will earn HNT. Furthermore, HNT may have no value, and Emrit makes no promises or warranties as to the value of HNT. You may choose to be paid in local fiat. In such event, Emrit will choose the appropriate fiat and pay you at the end of each month, which may be made through a third party.
6. PAYMENT ENQUIRY. If you have a payment inquiry, please submit an email to: firstname.lastname@example.org.
7. TAXES. You acknowledge and agree that the receipt of HNT into Your Wallet may constitute a taxable event and that the HNTs deposited into Your Wallet do not include any reduction for taxes. You acknowledge and agree that you are solely responsible and liable for the withholding and payment of all applicable federal, state and local taxes. You agree to and will file in a timely manner all returns and reports in relation to your relationship with Emrit as may be required by applicable law. You agree to defend, indemnify and hold Emrit harmless from and against all damages resulting from any alleged failure by you to withhold or pay any applicable federal, state or local taxes. You acknowledge and agree that you are an independent contractor with respect to Emrit, and that this Agreement does not form a partnership, joint venture or employment relationship between you and Emrit. You acknowledge and agree that you are not and will not be considered employees of Emrit for any purpose.
8. SECURITY. YOU ARE SOLELY RESPONSIBLE FOR APPLYING APPROPRIATE SECURITY MEASURES TO YOUR DATA AND YOUR USE OF THE PRODUCTS AND SERVICES. Notwithstanding the foregoing, Emrit will use commercially reasonable efforts to maintain industry standard safeguards reasonably designed to protect the confidentiality and integrity of, and to prevent unauthorized access to or use of the Products. SECURITY THIRD PARTY PROVIDER PRODUCTS OR SERVICES ARE BETWEEN YOU AND THOSE THIRD PARTIES AND NOT EMRIT. IF YOU ARE NOT COMFORTABLE WITH ANY THIRD PARTY PROVIDER OR DISAGREE WITH THEIR USE, WE RESPECT THAT AND YOU SHOULD NOT BE A HOST.
11. CONFIDENTIALITY. You shall not use any Confidential Information of Emrit except as expressly and specifically authorized by this Agreement. “Confidential Information” means any and all information which Emrit designates as confidential or which you knows or has reason to know is confidential to Emrit. Confidential information does not include information which is: (a) already known by you at the time of disclosure; (b) is or becomes, through no act or fault of you, publicly known; (c) received by you from a third party without a restriction on disclosure or use; (d) independently developed by you without reference to Emrit’s Confidential Information; or (e) required to be disclosed by a court or governmental agency pursuant to a statute, regulation or valid order. You shall hold the Emrit’s Confidential Information in confidence and shall not disclose Emrit’s Confidential Information to third parties nor use Emrit’s Confidential Information for any purpose other than as permitted in this Agreement.
12. INTELLECTUAL PROPERTY RIGHTS. Intellectual Property means any proprietary rights, title and interest in patents, patent applications, extensions, supplementary protection certificates, design rights, data rights, copyrights, trade secrets, trademarks, service marks, trade names, trade dress, know-how, business processes, technology and all other intellectual property rights, derivatives thereof, and any forms of protection of a similar nature anywhere in the world. All Intellectual Property rights of Emrit related to this Agreement that are pre-existing or developed during the course of this Agreement shall be and remain the exclusive property of Emrit.
13. DISCLAIMER OF WARRANTIES. YOUR USE OF THE PRODUCTS AND SERVICE IS AT YOUR SOLE RISK. THE PRODUCTS AND SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED BY EMRIT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. EMRIT MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE PRODUCTS AND SERVICE. EMRIT DOES NOT REPRESENT OR WARRANT THAT THE USE OF THE PRODUCTS AND SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; THAT THE PRODUCTS AND SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; OR THAT THE PRODUCTS AND SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EMRIT’S PRODUCTS AND SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, THE OPEN SOURCE ENVIRONMENT AND THIRD PARTIES INCLUDING PRODUCTS SUPPLIED BY EMRIT. EMRIT IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
14. LIMITED SUPPORT SERVICES. Please contact our service department in the manner prescribed by Emrit. If the problem with the Product and/or Service cannot be resolved remotely, we will send you instructions on how to obtain a replacement Product and return the non-working Product to us. You are obligated to return the non-working Product to us within thirty (30) days of receiving a return shipment label. If you fail to do so, we may charge you our prevailing price for the Product.
15. LIMITATION OF LIABILITY. IN NO EVENT WILL EMRIT, OR EMRIT’S AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AGREEMENTORS, SUPPLIERS, OR SUBAGREEMENTORS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS OR ANY FORM OF SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING TORT, AGREEMENT AND BREACH OF WARRANTY, EVEN IF EMRIT HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. Emrit has no responsibility for the operation or support, maintenance or repair of any equipment, software or services that you elect to use in connection with the Products and/or Services (the “Customer Equipment”). CUSTOMER EQUIPMENT MAY BE DAMAGED OR SUFFER SERVICE OUTAGES AS A RESULT OF THE INSTALLATION, USE, INSPECTION, MAINTENANCE, REPAIR, AND REMOVAL OF PRODUCTS. EXCEPT FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER EMRIT NOR ANY OF ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS OR CONTRACTORS SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY DAMAGE, LOSS, OR DESTRUCTION TO THE CUSTOMER EQUIPMENT. IN THE EVENT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY EMRIT, SUPPLIERS, EMPLOYEES, AGENTS OR CONTRACTORS, WE SHALL PAY AT OUR SOLE DISCRETION FOR THE REPAIR OR REPLACEMENT OF THE DAMAGED CUSTOMER EQUIPMENT UP TO A MAXIMUM OF $100 (U.S. Dollars). THIS SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO SUCH ACTIVITY. UNLESS OTHERWISE SET FORTH HEREIN, IN NO EVENT SHALL EMRIT’S AGGREGATE LIABILITY EXCEED FIFTY US DOLLARS ($50.00) FOR ANY REASON AND UPON ANY CAUSE OF ACTION INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
16. INDEMNITY. You shall indemnify and hold harmless Emrit, and its officers, directors, vendors, contractors, employees, or affiliates from and against any claims, causes of action, proceedings, losses, damages, costs, expenses (including, without limitation, attorneys’ fees), liabilities, and settlements to the extent they arise out of or in connection with or resulting from your actions or inactions, or the use of the Product or Services.
17. CANCELLATIONS AND RETURNS. You may decide at any time to stop using the Products and Service by notifying Emrit at email@example.com or other alternative email address or method as provided by Emrit from time to time. Upon receipt of your notice, we will provide you instructions on discontinuing your use of the Product and Service and your cancellation or decision to stop using the Products will be deemed a termination of this Agreement under the terms hereof. Post termination of this Agreement the CoolSpot must be returned by you to Emrit, promptly in substantially the same condition as it was provided to you subject to reasonable wear and tear. Notwithstanding anything contrary to the terms and conditions set forth herein, in the event the CoolSpot is found to be damaged, or if any terms and conditions of this Agreement is breached by you, Emrit shall be entitled to withhold the payment set forth herein Clause 5, Clause 18 and Clause 19.
18. TERMINATION. Emrit may, from time to time and without prior notice, modify the terms of this Agreement or, add, wholly discontinue, delete or change the features or functionality of the Products or Service. Emrit or You may terminate this Agreement at any time subject to the terms hereof. All terms that by their nature would survive the termination of this Agreement shall survive such termination (including, for example and without limitation, all return obligations, limits of liabilities and indemnities, and other provisions). Any payment due to you by Emrit post such termination shall be settled wihin ninety (90) days of such termination. This Agreement will be valid from the time it is entered into by you and till the time it is terminated by either you or Emrit (the “Term”).
19. REFERRALS. Emrit, in its sole discretion, may offer a referral program (“Referral Program”), allowing you to earn 5% of the HNT earned by the referral for the applicable CoolSpot for the first 12 (twelve) months, paid monthly by inviting your eligible friends, family or other persons to register as new Emrit users. Referred friends, family or other persons will be disqualified if Emrit already has them with an existing active or inactive Emrit account or Emrit has reason to believe it is not a bona fide referral. HNTs earned through referrals will be deposited into Your Wallet or account that you have for you Coolspots you are hosting. You agree Emrit may change the terms and conditions of the Referral Program, terminate the Referral Program, or expire, deduct, limit, or modify your Referral Program Rewards at any time for any reason, including but not limited to, if Emrit determines or believes that your participation in the Referral Program is in error, fraudulent, illegal, or otherwise in violation of this Agreement or the spirit of this Agreement.
20. GOVERNING LAW; ATTORNEYS’ FEES. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of Georgia, as if performed wholly within the state and without giving effect to the principles of conflicts of laws. The application of the United Nations Convention of Agreements for the International Sale of Goods is expressly excluded. Any dispute between you and Emrit regarding this Agreement will be subject to the exclusive venue and applicable laws of the state and federal courts located in Fulton County, Georgia. The prevailing party in any arbitration, suit, or action brought against the other party to enforce the terms of this Agreement or any rights or obligations hereunder, shall be entitled to receive its reasonable costs, expenses, and attorneys’ fees of bringing such or defending arbitration, suit, or action.
21.1. Emrit may send you promotional products from third parties. If you choose to accept or use such products, your use of those products and any and all issues relating thereto are between you and the third party and not Emrit;
21.2. This Agreement constitutes the entire agreement between you and Emrit. By entering into this Agreement, you affirm that you are not relying on our advice, advertisements, or any other representation, promise, condition, inducement, or warranty, express or implied, from any person that is not expressly and specifically set forth in writing in this Agreement. In the event of a conflict between this Agreement and any other communication, request, agreement or order, the terms of this Agreement shall prevail;
21.3. Emrit shall not be deemed in default of this Agreement, nor shall it be responsible for any condition that was beyond Emrit’s reasonable control and that could not have been prevented or avoided by the exercise of all good faith and reasonable efforts by Emrit;
21.4. If any provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired, and the provision that is held to be invalid, illegal or unenforceable shall remain in effect as far as possible in accordance with the intention of you and Emrit. The failure of either Emrit or you to exercise any right provided under this Agreement shall not be deemed a waiver of any such right;
21.5. To the extent that either party’s performance is prevented or delayed, either totally or in part, for reasons beyond that party’s reasonable control, then that party will not be liable for not performing, so long as it resumes performance as soon as practicable after the reason delaying performance no longer exists. The ability of Emrit to continue to maintain and support the Products or Services depend on third parties and Emrit is not liable in any way for the failure of those third parties to continue to perform or provide any products, services, or maintenance related thereto;
21.6. If you or we wish to give the other party written notices under this Agreement, the notice must be (a) in writing, (b) if to you, sent to your email address on file with us (or posted in your account if no email address is on file), (c) if to us, sent to our email address at firstname.lastname@example.org. Notices will be effective upon delivery.
21.7.CoolSpots are not provided to you on an exclusive basis and Emrit retains the right to provide CoolSpots to other users; and
21.8. We reserve the right to assign this Agreement or to subcontract any of our obligations hereunder without notifying you and without obtaining your consent. You may not transfer this Agreement to anyone else unless we approve the transfer in writing.
- CoolSpot means the Emrit supplied, Helium compatible miner provided to all Emrit hosts.
- Payment Cycle means the Emrit payment cycle is for the month PRIOR to be paid for the entire month by the 10th of the following month. EX. February 1-28th will be paid out by March 10th.
- Referral means any LEGITIMATE host brought to Emrit through an existing host. Only activated and online CoolSpots generate $HNT. Monitor your referral’s activity.
- Lone wolf means there are no CoolSpots/Hotspots that are within the expected range of the placement. There will be no witnesses, thus lowest earnings applicable.
- Proximity Score means all installation addresses are tested for a proximity score. This allows us to send Coolspots to those locations where hosts will be able to earn $HNT as soon as the CoolSpot is synced to the blockchain.
- Hit- High Proximity Score means 2 or more Helium compatible devices within 1.5 KM’s from the requested installation address.
- Miss-Low Proximity Score means no Helium compatible units within 1.5KM from the requested installation address.
- Provisioning means the process of “/hard coding” the CoolSpot to the supplied installation address from the host to the Helium blockchain.
- Reassertion means sending the unit back to Emrit (Emrit will supply a shipping label) for a reconfiguration of location, new installation address.
- Shipping address means the physical address where the unit will be shipped from Emrit to the host.
- Installation address means the physical address where the CoolSpot will be placed and stay until shipped back for reprovisioning or cancelation of service.
- Host means any person or persons who host an Emrit CoolSpot.
- RDP means Regional Deployment Partner, responsible for distribution and upkeep of all Emrit CoolSpots under their care.