meter.me™ Terms of Service AgreementBeta Testing and Pilot Programmeter.me™ is an application and a service in the beta testing phase which allows You(the individual or legal entity participating in the meter.me™ beta testing and pilot program) to, amongst other things, remotely monitor water flow and tank level and to remotely control valves and pumps associated with Your water system through the meter.me™ application and equipment (collectively, the “Services”).
This Terms of Service Agreement (this “Agreement”) is an agreement between You and Personal Network Computing, Inc., or its affiliates (“PNC”) and governs your Use of the meter.me™ application (the “Application”) and any meter.me™ equipment purchased by or provided to You (the “Equipment”) during the beta testing and pilot period of the Application.
This Agreement and any supplemental terms and any specific product terms available at www.meter.me govern Your Use of the Application. By Using the Application, You agree to be bound by the terms of this Agreement and any specific product terms available at meter.me.
Your use of the Services is limited exclusively to the address you provided in your Order and only for personal, family, house hold or residential use (the “Use”). Commercial uses of the Services are expressly prohibited.
The Services offered are novel, still in beta testing phase, underdevelopment and subject to change. As such, the Services can and will experience unplanned downtimes as our testing improves and progresses, and meter readings may be inaccurate. Accordingly, you are advised that the Application should not be the primary source of your water metering solution during the beta program. You expressly acknowledge and agree that the Services, the Application and the Equipment are a part of a pilot testing phase.
You understand and agree that PNC does not and cannot guarantee that the Application will be continuous or error-free and you expressly assume all such risks. In addition to the fact the Services are still in the beta testing phase, the Application can be interrupted for any reason that disrupts internet access, including, without limitation: (a) Electrical power outages; (b) Natural disasters; (c) Electronic interference; (d) An outage affecting the data transport service; (e) Failure of originating or terminating access lines; (f) Compatibility issues; and (g) Equipment failures relating to Your devices (e.g.,Your mobile phone) or PNC’s equipment, including, hardware or software failures or misconfiguration affecting PNC or its PNC, its offices, and/or any of its data centers. The Application operates over the public internet, and as such, PNC cannot guarantee connectivity and performance of the Application. The Application currently runs on iOS and Android devices. By Using the Application, you expressly assume all such risk and recognize that the Application is being provided on an “AS-IS" basis.
The Application, including, without limitation, its object code and source code, whether or not provided to You, is strictly confidential to PNC. PNC owns exclusively and reserves all – and You may not exercise any – right, title, and interest in and to the Application, including, without limitation, all IntellectualProperty Rights in and to the Application, except to the extent of the limited rights granted to You in this Agreement. No other rights with respect to the Application or any related Intellectual Property Rights are granted or implied.
PNC MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OF THE APPLICATION FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE OR ANY WARRANTY THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS. WITHOUT LIMITING THE FOREGOING, PNC DOES NOT WARRANT THAT THE APPLICATION WILL BE WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR, OR LOSS OF CONTENT. STATEMENTS AND DESCRIPTIONS CONCERNING THE APPLICATION, IF ANY, BY PNC OR ITS’ AGENTS OR INSTALLERS ARE INFORMATIONAL AND ARE NOT GIVEN AS A WARRANTY OF ANY KIND. WE DONOT AUTHORIZE ANYONE, INCLUDING, BUT NOT LIMITED TO, EMPLOYEES,AGENTS OR REPRESENTATIVES, TO MAKE A WARRANTY OF ANY KIND ON OUR BEHALF AND YOU SHOULD NOT RELY ON ANY SUCH STATEMENT. PNC PROVIDES THE APPLICATION “AS IS” AND EXPRESSLY DISCLAIM ALL WARRANTIES, CONDITIONS OR OTHER TERMS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, WARRANTIES, CONDITIONS OR OTHER TERMS REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DESIGN, CONDITION, CAPACITY, PERFORMANCE, TITLE, AND NON-INFRINGEMENT. PNC DOES NOT WARRANT THAT THE APPLICATION WILL OPERATE UNINTERRUPTED OR ERROR-FREE OR THAT ALL ERRORS WILL BE CORRECTED. IN ADDITION, PNC DOES NOT WARRANT THAT THE APPLICATION OR ANY EQUIPMENT, SYSTEM OR NETWORK ON WHICH THE APPLICATION ISUSED WILL BE FREE OF VULNERABILITY TO INTRUSION OR ATTACK.
YOU RECOGNIZE AND AGREE THAT THE FAILURE OF THE APPLICATION TO FUNCTION AS INTENDED OR AS EXPECTED MAY CAUSE SIGNIFICANT DAMAGE, INCLUDING, WITHOUT LIMITATION, PROPERTY DAMAGE, CROP AND LANDSCAPE FAILURE,SUBSTANTIAL WATER LOSS, LOST PROFITS, LIABILITY TO THIRD-PARTIES, FLOODING, OVERFLOWS, AND LEAKS. BY DOWNLOADING AND/OR USING THE APPLICATION, YOU EXPRESSLY ASSUME ALL RISK ASSOCIATED WITH YOUR USE OF THE APPLICATION, INCLUDING, WITHOUT LIMITATION, ANY BODILY INJURY, PROPERTY DAMAGE, THIRD-PARTY CLAIMS, LOSS OF USE, LOSS OF INCOME AND LOST PROFITS.
Your sole right and remedy for breach of this Agreement is to terminate this Agreement, discontinue use of the Application and return any equipment owned by PNC.
PNC’S LIABILITY TO YOU SHALL BE LIMITED TO ACTUAL DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY, OR BODILY INJURY OR DEATH PROXIMATELY CAUSED BY PNC’S FRAUD OR INTENTIONAL MISCONDUCT. EXCEPT FOR DAMAGES THAT ARE THE DIRECT RESULT OF PNC’SFRAUD OR INTENTIONAL MISCONDUCT, YOU WILL NOT BE ENTITLED TO ANY DAMAGES, INCLUDING INDIRECT OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE FORM OF ACTION. IN NO EVENT SHALL PNC, ITS SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS BE LIABLE FORANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES. THE DISCLAIMER AND LIMITATIONS SET FORTH IN THIS PARAGRAPH APPLY TO CLAIMS FOUNDED IN BREACH OF CONTRACT, BREACH OF WARRANTY, PRODUCT LIABILITY, TORT AND ANY AND ALL OTHER THEORIES OF LIABILITY AND APPLY WHETHER ORNOT PNC WAS KNEW OR COULD HAVE KNOWN OF THE LIKELIHOOD OF ANY PARTICULAR TYPE OF DAMAGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL PNC’S AGGREGATE LIABILITY FOR (I) ANY FAILURE OR MISTAKE;(II) ANY CLAIM WITH RESPECT TO PNC’S PERFORMANCE OR NONPERFORMANCE HEREUNDER OR (III) ANY ACT OR OMISSION IN CONNECTION WITH THE SUBJECT MATTER HEREOF. EXCEED THE FEES PAID BY YOU TO PNC OVER THE PREVIOUS TWELVE (12) MONTHS.
YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD PNC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS HARMLESS FROM ANY AND ALL FIRST AND THIRD PARTY CLAIMS, LOSSES,DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS FEES) BY, OR ON BEHALF OF, YOU OR ANY THIRD PARTY OR USER OF THE APPLICATION, RELATING TO OR ARISING OUT OF THE APPLICATION OR THE USE OF THE APPLICATION. THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT. YOU AGREE THAT PNC ISNOT BE RESPONSIBLE FOR ANY THIRD PARTY CLAIMS AGAINST US THAT ARISE FROM YOUR USE OF THE APPLICATION. FURTHER, YOU AGREE TO REIMBURSE USFOR ALL COSTS AND EXPENSES RELATED TO THE DEFENSE OF ANY SUCH CLAIMS, INCLUDING ATTORNEYS' FEES, UNLESS SUCH CLAIMS ARE BASED ONOUR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE. THIS PROVISION WILL CONTINUE TO APPLY AFTER THE AGREEMENT ENDS.
You may not be a representative of other potential claimants or a class of potential claimants in any dispute, nor may two or more individuals' disputes be consolidated or otherwise determined in one proceeding.
This Agreement will be governed by the laws of the State of California without regard to conflict of law rules. In the event of litigation between PNC and You, You agree to the exclusive jurisdiction of the Superior Court of California, County of Solano or the FederalDistrict Court, Northern District of California. In the event that any dispute between or among the parties to this Agreement should result in litigation or arbitration, the prevailing party in the dispute shall be entitled to recover from the other party all reasonable fees, costs and expenses of enforcing any right of the prevailing party, including without limitation reasonable attorneys’ fees, expert fees and expenses. No action arising out of or in connection with this Agreement or the transactions contemplated by the Agreement may be brought by either party against the other more than one year after the action accrues, regardless of when or whether the existence of the action is discovered or could have been discovered.
This Agreement shall remain effective until terminated or until the expiration of the applicable BETA and Pilot program term. Either party may terminate this Agreement for any reason during the BETA and Pilot program term on thirty day’s notice. Any equipment provided that belongs to Valley Internet will be collected (These may include metering equipment and sensors). Any equipment provided by Valley Internet and bought by the customer remains the property of the customer. Upon termination of thisAgreement, you shall cease all use of the Application and delete all copies of the Application from your mobile device or from your desktop and return any equipment owned by PNC.
The rights granted herein are personal to You and may not be transferred, assigned or sublicensed by You in whole or in part to any other person without the prior written consent of PNC, which consent may be withheld inPNC’s sole and absolute discretion. This Agreement may be assigned by PNC to any person or entity whatsoever. Nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement on any persons or entities other than the contracting parties and their respective successors and assigns.
This Agreement will be binding upon and inure to the benefit of the parties, their respective successors, personal representatives and assigns. If any portion of thisAgreement is found to be void or unenforceable, the remaining provisions of the Agreement shall remain in full force and effect. Except as expressly stated or as expressly amended in assigned agreement, the Agreement constitutes the entire agreement between the parties with respect to the Services. PNC reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material we will provide at least thirty days' notice prior to any new terms taking effect. What constitutes a material change will be determined in PNC’s sole discretion.
By e-signing this Agreement, You are providing your consent to sign documents electronically. If you sign this Agreement electronically, be certain to take your time and read the Agreement thoroughly and only sign or initial with your full knowledge and intent to sign.
Mail: 4160 Suisun Valley Road, Suite E-712, Fairfield, CA 94534
Effective Date. The effective date of this Notice is July 16, 2021.