Our goal at Ninja Blocks is to provide the underlying infrastructure for the Internet of Things. In order to provide this service and make Ninja Blocks a better experience for all there are some limitations and terms of use that comply with legal requirements and that help us maintain the service. We may need to change these from time to time and reserve the right to do so. Please check back here for the latest information.
Please read the terms and conditions below carefully when you (hereafter, “You” or “Your”) are ordering or accessing the service and/or software.
Basic Terms
By completing the electronic acceptance process, using this website, or any other products or services (the “Service“) operated, controlled or distributed by Ninja Blocks Inc. or its subsidiary Ninja Blocks Pty Ltd. (together, “NBI“), or otherwise indicating your acceptance of these terms you agree to be bound by the following terms and conditions of use (the “Terms of Use“).
NBI reserves the right to update or change the Terms of Use at any time and from time to time without notice by (i) posting a revised Terms of Use document on or accessible through http://ninjablocks.com/tos and/or (ii) sending information regarding the Terms of Use amendment to an email address.
Any new features that extend or enhance the Service, including the release of new tools and resources, shall be subject to the Terms of Use. Continued use of the Service after any of these changes shall constitute your consent to these changes. If You do not agree with any such amended Terms of Use you shall notify NBI during the 30 day period after such amended terms have been posted and at the end of such 30 day period these Terms of Use shall be deemed terminated unless NBI agrees to waive such amended terms to which You object. You can view the most current version of the Terms of Use at any time by visiting: http://ninjablocks.com/tos You are responsible for regularly reviewing the Terms of Use for any updates or changes. NBI reserves the right to modify or discontinue the Service for any reason or no reason with or without notice to You. NBI shall not be liable to You or any third party should NBI exercise its right to revise these Terms of Use or modify or discontinue the Service.
Violation of any of the Terms of Use will result in the termination of your account or the Service. Upon termination of Your account you will no longer be able to use the Service and any of your information on the Service may be deleted by NBI.
Your assent to these Terms of Use constitutes your express understanding and agreement that when User Data, personal data or any other type of data is provided to NBI, such personal data collected from or about users or licensees in connection with the Service or otherwise under these Terms of Use, may be maintained and processed in the United States by NBI or a party acting on its behalf, as the Service and website are provided via equipment and other resources located in the United States. NBI’s Privacy Policy describes how personally identifiable information may be collected, used and disclosed.
Service Description
Ninja Blocks enables its users to store, share and discover real-time data (“User Data“) from any type of internet connected objects or devices. NBI does not select or screen User Data and does not review, test, confirm, approve or verify any User Data or the accuracy of User Data; these Terms of Use, your use of the Service, NBI’s delivery of the Service and NBI’s access to/storing of/use of User Data does not imply or create any liability on the part of NBI for User Data provided by other users and included in the Service.
Your access to and use of the Service or any content is at your own risk. You understand and agree that the Service is provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, NBI AND ITS PARTNERS DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NBI makes no warranty and disclaims all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Service or any content thereon. NBI will not be responsible or liable for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Service. You also agree that NBI has no responsibility or liability for the deletion of, or the failure to store or to transmit, any content maintained by the Service. NBI makes no warranty that the Service will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from NBI will create any warranty not expressly made herein.
Account Terms
API Terms
You may access your User Data via an Application Programming Interface (“API“). Any use of the API, including use of the API through a third party product that accesses the Service, is bound by these Terms of Use (including the “Account Terms” described above), plus the following specific terms:
License Terms
The Service, the API and any software associated with the Service (the “Licensed Items“) are made available for use and download solely for use by You and only according to these Terms of Use. You acknowledge that the Licensed Items are proprietary to NBI or its suppliers and are protected by copyrights, trademarks, service marks, patents and/or other proprietary rights and laws. Unless expressly released under applicable open source code licenses, You may not alter, modify, redistribute, sell, auction, decompile, reverse engineer, disassemble or otherwise reduce the Licensed Items to a human-readable form. Doing so may result in severe civil and criminal penalties. Further, You may not reproduce, distribute or create derivative works based on the Licensed Items without expressly being authorized in writing to do so by NBI. NBI is not transferring title to the Licensed Items to You. This license to the Licensed Items is non-exclusive and may not be rented, leased, granted as a security interest or otherwise transferred by You.
All rights not expressly granted in these Terms of Use are reserved to NBI and its suppliers.
Payment Terms
Cancellation/Termination of Account
Modification to the Service or Prices
Limitations of Liability
YOU AGREE THAT THE CONSIDERATION WHICH NBI IS RECEIVING HEREUNDER DOES NOT INCLUDE CONSIDERATION FOR ASSUMPTION BY NBI OF THE RISK OF YOUR INCIDENTAL, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES. NBI AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER INDIRECT DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, COSTS OF REPLACEMENT PRODUCT OR SERVICE, LOSS OR DAMAGE TO INFORMATION OR DATA ARISING OUT OF OR USED IN CONNECTION WITH THE SERVICE. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL NBI BE LIABLE FOR DAMAGES RESULTING FROM USE OF THE SERVICE, OR RELIANCE ON THE INFORMATION PRESENTED IN CONNECTION WITH THE SERVICE, EVEN IF NBI OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE NOT TO ASSERT ANY SUCH CLAIM AGAINST NBI OR ITS SUBSIDIARIES OR AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, OR EMPLOYEES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. IN NO EVENT SHALL NBI’S TOTAL LIABILITY FROM ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER, IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT YOU PAID TO NBI, IF ANYTHING, FOR THE SERVICE DURING THE 12 MONTHS IMMEDIATELY BEFORE THE CLAIM AROSE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THESE LIMITATIONS OF LIABILITY, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. ALL DISCLAIMERS, LIMITATIONS OF WARRANTIES AND DAMAGES, AND CONFIDENTIALITY COMMITMENTS SET FORTH IN THESE TERMS OR OTHERWISE EXISTING AT LAW (1) ARE OF THE ESSENCE OF THE AGREEMENT OF THE PARTIES, AND (2) SURVIVE ANY TERMINATION, EXPIRATION OR RESCISSION OF THESE TERMS.
Confidentiality
In the event that You are provided with access to any NBI Confidential Information (as defined below) in connection with Your use of the Service, You specifically agree to maintain the confidentiality of such information as follows:
Unless expressly authorized by law (after providing NBI with reasonable notice), You and Your employees, officers, directors or representatives shall not disclose to any third party any non-public information or materials of NBI, including, without limitation, web site material and pages, software, technical documentation, these Terms of Use, and any other non-public communications between the parties, which materials and information are either marked or identified as “confidential” or “proprietary,” or which by the nature of their disclosure You should reasonably believe them to be proprietary and/or confidential (referred to herein as “Confidential Information”). This restriction does not apply to any information that is in the public domain, or in Your possession prior to disclosure by NBI, in each case other than by a breach of a duty of confidentiality. This obligation to keep items confidential shall survive any termination, expirations, or rescission of these Terms of Use, as well as continue beyond any time in which You were using the Service.
Termination
NBI may in its sole discretion immediately terminate these Terms of Use and any subscription or license to use the Service if (i) You declare bankruptcy, are involved in any bankruptcy proceedings or otherwise insolvent, (ii) You breach these Terms of Use; (iii) NBI is unable to verify or authenticate any information You provide to NBI; (iv) such information is or becomes inaccurate; or (v) NBI decides, in its sole discretion, to discontinue offering the Service. NBI shall not be liable to You or any third party for termination of the Service. Upon expiration or termination for any reason, You are no longer authorized to use the Service or at Licensed Items. When these Terms of Use are terminated and/or the subscription is canceled, You will no longer have access to User Data, other data and other materials You have stored in connection with any Service and that material may be deleted by NBI. All disclaimers, limitations of warranties and damages, and confidential commitments set forth in these Terms of Use or otherwise existing at law survive any termination, expiration or rescission of these Terms of Use.
Title
Title, ownership rights and intellectual property rights in the Service shall remain with NBI or its suppliers, as applicable. The Service is protected by copyright and other intellectual property laws and by international treaties. The licenses granted under these Terms of Use gives You no rights to such content. “Ninja Blocks”, “API for Atoms” and associated logos, and other names, logos, icons and marks identifying NBI’s products and services are trademarks or service marks of NBI (collectively the “Trademarks”) and may not be used without the prior written permission of NBI. Nothing should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark without the written permission of NBI or such third party that may own the trademarks. Use by You of the Trademarks except as provided in these Terms is strictly prohibited.
Indemnification
You hereby agree to indemnify, defend and hold NBI and its affiliates, employees, officers, directors, owners, information providers, agents, licensees, licensors (the “Indemnified Parties“) harmless from and against any and all liabilities, claims, costs, including reasonable attorneys’ fees, incurred by the Indemnified Parties in connection with any demand, claims, action, suit, or loss arising as a result of (a) any breach by You of these Terms of Use or claims arising from Your account; (b) any fraud or manipulation by You; or (c) a third-party claim, action or allegation of infringement based on information, User Data, data, files or other content submitted by You. You agree to use best efforts to cooperate with NBI in the defense of any demand, claim, action or suit. NBI reserves the right to assume the exclusive defense of any matter subject to indemnification by You.
High Risk Activities
The Services are not fault-tolerant and are not designed, manufactured or intended for use or resale as or with on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines or weapon systems in which the failure of the Services could lead directly to death, personal injury or severe physical or environmental damage (“High Risk Activities”). Accordingly, NBI and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities.
Force Majeure
No party shall be liable for any performance failure, delay in performance, or lost data under these Terms of Use (other than for delay in the payment of money which may be due and payable hereunder) to the extent said failures or delays are proximately caused by (i) failures of the Service, (ii) natural weather events, or (iii) any other causes beyond that party’s reasonable control and occurring without its fault or negligence, including, without limitation, failure of suppliers, subcontractors, and carriers, or party to substantially meet its performance obligations under these Terms of Use, provided that in any such event, as a condition to the claim of non-liability, the party experiencing the difficulty shall give the other prompt written notice, with full details following the occurrence of the cause relied upon.
Miscellaneous
These Terms of Use represent the complete agreement concerning the subject matter of the Terms of Use and license granted hereunder and, except as set forth herein, may be amended only by a writing executed by both parties. You understand and agree that You are solely responsible for periodically reviewing these Terms of Use.
These Terms of Use shall be governed by and construed in accordance with the laws of the state of California and the laws of the United States of America, without giving effect to any principles of conflict of law. You agree that any action at law or in equity arising out of or relating to these Terms of Use shall be filed only in the state or federal courts located in San Francisco, California, and You hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. The parties specifically disclaim applicability of (i) the United Nations Convention on the Sale of Goods and (ii) any Incoterms.
If any of the provisions of these Terms of Use shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.
You agree that NBI may use any logo and/or name associated with You on NBI’s web site and other marketing materials in order to identify You as NBI’s users.
Notices by NBI to You may be sent to the email address you provide or otherwise by any means that NBI determines in its sole discretion as likely to come to your attention. All legal notices by you sent to NBI in connection with these Terms of Use shall be in writing and sent by first class mail or certified mail (receipt being deemed 72 hours after postage and return receipt requested) or personally delivered at the address of NBI set forth herein.
You agree not to bring or participate in any class action lawsuit against NBI or any of its employees or affiliates. You agree that you will not bring a claim under these Terms of Use more than two years after the expiration of these Terms of Use. The failure of NBI to partially or fully exercise any right shall not prevent the subsequent exercise of such right. The waiver by NBI of any breach shall not be deemed a waiver of any subsequent breach of the same or any other term of these Terms of Use. No remedy made available to NBI by any of the provisions of these Terms of Use is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to every other remedy available at law or in equity.
