iotellme, LLC ("iotellme", "we" or "us") provides a platform to enable clients ("iotellme Clients") to create and manage various mobile and/or web applications ("App" or "Apps") as well as related support and hosting services. iotellme Clients in turn make the Apps available to their customers ("End Users") for use.

PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

We offer various services (the "Service" or "Services") to you, the "User". Services include our Apps, online services that integrates with the individual items of hardware ("Device") that have been provisioned to access iotellme Cloud (or "Cloud") to perform various Internet of Things related tasks and functions.

Services are conditioned on your agreement to adhere to the following Terms of Service without modification of any kind. Your use of the Service, your download of an App, or your registration with us constitutes your agreement to these Terms of Service. These Terms of Service are subject to change at any time, without prior notice. Any changes that are made to these Terms of Service will not apply retroactively and will not apply to disputes or events occurring before the change is published. These Terms of Service apply to all visitors and all who access our Services.

We respect the privacy and security of our Users, as described in more detail in our Privacy Policy . And by connecting with a third-party service (e.g., Facebook, Twitter, GitHub, Google+), you give us express permission to access and use your information from that service as permitted by that third-party service. You also agree to abide by our Acceptable Use policy and the DMCA policy.

Registration

In connection with your use of the Service, you agree and represent as follows:

• You are of legal age (at least 13 years of age) and are otherwise capable of forming a legally binding contract.

• You have authority to bind the legal entity (the iotellme Client) with which you are associa.

• You expressly agree to be contacted via Email, SMS, text messaging and Push Notifications by us, and third parties, if relevant, regarding our Services.

• You hereby grant us permission to email you or display your profile and such other information as may be supplied by you for public display as you designate.

• By using the Service, you are granting us (and any service providers or Providers used by us) permission to access your account and those messages, data, information, text, graphics, audio, video or other material and content of any kind posted/uploaded/transmitted to or through the Service using your account, to process and submit said material to End Users.

Devices

You are solely responsible and liable for your Devices, and for supporting the Devices. On each Device in which you use the iotellme Service, you shall prominently display and comply with a Privacy Policy on such Device that includes a full, accurate and clear disclosure regarding iotellme's collection, use and distribution of personal information collected via the iotellme Service in accordance with our Privacy Policy .

You represent and warrant that your Device will not:

• violate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right.

• In connection with your use of the Service, you agree and represent as follows:.

• violate any laws or regulations (including any privacy laws) or any obligations or restrictions imposed by any third party.

• be harassing, abusive, tortious, threatening, harmful, invasive of another's privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, or patently offensive, or promote racism, bigotry, hatred, or physical harm of any kind against any group or individual, or be otherwise objectionable.

• be harmful to minors in any way:

• contain any computer viruses, worms, or any software intended to damage or alter a computer system or data; (vi) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, text messages, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise

• offer or promote services that may be damaging to, disparaging of, or otherwise detrimental to iotellme or its licensors, licensees, affiliates and partners.

Monitoring

• You agree to provide us with access to your Device and other materials related to your use of the iotellme Service as reasonably requested by us to verify your compliance with this Agreement.

Unauthorized Applications

• You understand that the iotellme Services are not designed, intended, authorized or warranted to be suitable for use in the following "Unauthorized Applications": life support applications, devices or systems, the operation of nuclear facilities; aircraft navigation systems; aircraft communication systems; air and road traffic control; direct life support machines; weapons systems; military or space equipment requiring radiation hardened components; and Enhanced 911 or E911 emergency calling system. You warrant that you will not use the iotellme Properties for Unauthorized Applications.

Ownership

• As between you and iotellme, iotellme owns all right, title and interest in and to the iotellme Services. Except for the license granted (License Grant), this Agreement grants you no right, title, or interest in any intellectual property owned or licensed by us, including the iotellme Service, Software and Brand Features (as defined below). You agree to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices and restrictions contained in this Agreement. We claim no ownership or control over your Device or the content sent, posted or displayed through your Device, except for any iotellme Services therein.

Brand Features

• We grant you a limited, non-exclusive license to display our name, logos and domain names (collectively, "Brand Features") to promote and advertise your use of the iotellme Services in accordance with this section. When you promote your Device, you must not imply that your Device is created or endorsed in any manner by iotellme, although you may state facts (e.g., the Device is used with the iotellme Service). You agree, however, not to remove, obscure, distort, or alter any of our Brand Features or display our Brand Features in any way that is misleading, defamatory, infringing, libelous, disparaging, obscene, or otherwise objectionable to iotellme. All use by you of the Brand Features (including any goodwill associated therewith) will inure to the benefit of iotellme. At no time during or after the term of this Agreement will you challenge or assist others to challenge the Brand Features (except to the extent such restriction is prohibited by law) or the registration thereof by iotellme, nor will you attempt to register any trademarks that are confusingly similar in any way to any Brand Features. You must submit to us a copy or image of any media release or advertising that includes any the Brand Features by emailing us at support@iotellme.io

Marketing

• We may publicly refer to you, orally or in writing, as a iotellme Properties licensee of iotellme (including in a directory of our developers) and we may publish your name and logo on the iotellme website or promotional materials without prior written consent. You grant us all necessary rights and licenses to do so.

Support

• We may provide you with support, upgrades, or modifications for the iotellme Services in accordance with our service level agreement set forth at www.iotellme.io/plans In the event we provide any support, it will be considered part of the iotellme Services for purposes of Section 9 (Disclaimer and Liability) and Section 10 (Indemnification) below, and we may terminate the provision of such support or modifications to you at any time without notice or liability to you. You understand and agree that you are solely responsible for providing user support and any other technical assistance for your Device. We may redirect users and potential users of your Device to your email address on file for purposes of answering general Device inquiries and support questions.

Responsibility For User Content (DMCA Policy)

• We respect the rights of third party creators and content owners and expect that you will do the same. Given the nature of the Service and the volume of information submitted, we cannot and do not monitor all of the Materials (defined below) posted or transmitted by you and other third-party information providers via the Service. You expressly agree that we:

• will not be liable for Materials

• reserve the right to review, reject, delete, remove, modify, or edit any Materials at any time for any reason, without liability and without notice to you. We reserve the right, but are not obligated, to remove User Content from the Service for any reason, including User Content that we believe violates these Terms or our Acceptable Use Policy below.

• It is our policy to respond to all claims of intellectual property infringement. We will promptly investigate notices of alleged infringement and will take appropriate actions required under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) ("DMCA") and other applicable intellectual property laws. Pursuant to the DMCA, notifications of claimed copyright infringement should be sent to a Service Provider's Designated Agent. Notification must be submitted to the following Designated Agent for this web site: support@iotellme.io

• To be effective, the notification must be a written communication that includes the following:

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.

• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material.

• Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted.

• A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law.

Acceptable Use Policy

The following is a partial list of the kinds of activities that are prohibited on or through the Service:

• submitting Materials that are patently offensive to the online community, such as content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual.

• engaging in activities or submitting Materials that could be harmful to minors

• engaging in activity that involves the transmission of "junk mail" or unsolicited mass mailing or "spam" or harvesting or otherwise collecting personally identifiable information about Service users, including names, phone numbers, addresses, email addresses, (collectively, "User Data") without their consent2

• engaging in activity, or submitting Materials, or promoting information that is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous .

• submitting Materials that contain restricted or password only access pages, or hidden pages or images.

• submitting Materials that displays pornographic or sexually explicit material of any kind .

• submitting Materials that provide instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses.

• submitting Materials that contain viruses, Trojan horses, worms, or any other similar forms of malware.

• engaging in activities or submitting Materials that solicit passwords or personally identifiable information for unlawful purposes from other users .

• engaging in unauthorized commercial activities and/or sales without our prior written consent such as advertising, solicitations, contests, sweepstakes, barter, and pyramid schemes .

• using any robot, spider, other automatic device, or manual process to monitor, copy, or "scrape" web pages or the content contained in the Service or for any other unauthorized purpose without our prior written consent.

• using any device, software, or routine to interfere or attempt to interfere with the proper working of the Service .

• decompiling, reverse engineering, or disassembling the software or attempting to do so .

• taking any action that imposes an unreasonable or disproportionately large load on the Service or our hardware and software infrastructure or that of any of its Licensors or Suppliers. In addition, you covenant and represent that you will not use the Service for any purpose other than those that are personal, nor will you use this Service in violation of the law or these Terms of Service. While we are not under any obligation to monitor content provided by Users, we may, in its sole determination, remove any content that we deem objectionable, offensive, unlawful or in violation of these Terms of Service.

Mobile Apps

• We make various mobile Apps to access the Service via a mobile device. To use the Apps you must have a mobile device that is compatible with our mobile service. We do not warrant that the App will be compatible with your mobile device. We grant to you a non-exclusive, non-transferable, revocable license to use a compiled code copy of each App for one account on one mobile device.

• You may not:

• modify, disassemble, decompile or reverse engineer the App, except to the extent that such restriction is expressly prohibited by law.

• rent, lease, loan, resell, sublicense, distribute or otherwise transfer the App to any third party or use the App to provide time sharing or similar services for any third party

• make any copies of the App

• remove, circumvent, disable, damage or otherwise interfere with security-related features of the App, features that prevent or restrict use or copying of any content accessible through the App, or features that enforce limitations on use of the App or delete the copyright and other proprietary rights notices on the App. You acknowledge that we may from time to time issue upgraded versions of the App, and may automatically electronically upgrade the version of the App that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of these Terms will apply to all such upgrades. The foregoing license grant is not a sale of the App or any copy thereof, and we or our third party licensors or suppliers retain all right, title, and interest in and to the App (and any copy of the App). You agree to comply with all United States and foreign laws related to use of the App and the Service. Standard carrier data charges may apply to your use of the App.

• Mobile App from Google Play and other online and offline sources sources - The following also applies to any App you acquire from us from the Google Play Store ("Google Play Sourced Software"): You acknowledge and agree that these Terms are solely between you and us, not Google, and that Google has no responsibility for the Google Play Sourced Software or content thereof. Your use of the Google Play Sourced Software must comply with the Google Play Terms of Service. You acknowledge that Google has no obligation whatsoever to furnish any maintenance and support services with respect to the Google Play Sourced Software.

Representations and Warranties and Indemnification

• You hereby represent and warrant that:

• you have all necessary authority, rights and permissions to submit the Materials and grant the licenses described in these Terms of Service .

• the Materials are accurate, current and complete .

• the Materials and your use of the Service shall not infringe or misappropriate any copyright, trademark, trade secret, patent, or other intellectual property right of any third party or violate any other rights of third party, including, without limitation, any rights of privacy or publicity or any contractual rights .

• the Materials and your use of the Service shall not violate any applicable law or regulation or cause injury to any person .

• your use of the Service shall not violate any agreements between you and a third party. You agree to indemnify, defend and hold harmless us, and its officers, directors, employees, agents, and contractors and suppliers from and against any and all claims, costs, demands, damages, liabilities, or expenses, including, without limitation, reasonable attorneys' fees, arising from or related to

• the Materials you provide or approve for publication .

• your use of the Service .

• your breach of these Terms of Service, or any actual, prospective, completed or terminated purchase, sale or other transaction between you and a third party.

Disclaimers and Limitations

• We intend that the information contained in our Service be accurate and reliable; however, errors sometimes occur. From time to time, we may issue an update to the Service which may add, modify, and/or remove features from the Service. These updates may be launched automatically with little or no notice, although we may make reasonable efforts to notify you in advance of an upcoming update.

• THE SERVICE AND THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ASSOCIATED WITH IT ARE PROVIDED "AS IS." WE AND/OR OUR SUPPLIERS, LICENSORS, PARTNERS AND AFFILIATES DISCLAIM ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO THE SERVICE AND ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES PROVIDED HEREIN, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. USE OF OUR SERVICE IS AT YOUR OWN RISK. WE AND/OR OUR SUPPLIERS, ARE NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR OTHER INJURY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OUR SERVICE OR WITH THE DELAY OR INABILITY TO USE THE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES OBTAINED THROUGH US, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICE, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WE AND/OR OUR SUPPLIERS HAD BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. LIMITATION OF LIABILITY IN NO EVENT SHALL WE OR OUR SUPPLIERS OR LICENSORS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. OUR LIABILITY, AND THE LIABILITY OF OUR SUPPLIERS, LICENSORS AND AFFILIATES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE, SHALL NOT EXCEED THE TOTAL SUM OF $99.00. THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE CONTRACT BETWEEN US AND YOU. Some states do not allow the limitation of liability, so the foregoing limitation may not always apply.

Errors and Delays

• We are not responsible for any errors or delays or other technical problems beyond our reasonable control.