Effective Date: January 1, 2025

These Terms of Service (“Terms”) govern your access to and use of our platform, services, and website (collectively, the “Services”). By creating an account or otherwise accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, please do not use the Services.

These User Terms are Legally Binding

These Terms are a legally binding contract between you and us. As part of these User Terms, you agree to comply with the most recent version of our Acceptable Use Policy which is incorporated by reference into these Terms. If you access or use the Services, or continue accessing or using the Services after being notified of a change to the User Terms or the Acceptable Use Policy, you confirm that you have read, understand and agree to be bound by the Terms and the Acceptable Use Policy. “We”, “our” and “us” refers to the IMSURGE.

1. Acceptance of Terms

By registering for or using the Services, you confirm that you have read, understood, and agree to be bound by these Terms. Your continued use of the Services constitutes acceptance of any modifications made to these Terms.

2. Definitions

For the purposes of these Terms:

  • “Account” means the account you create to access the Services.
  • “Data” means any information or content you upload, store, or connect to the Services.
  • “User Content” means any text, images, or other materials that you or other users submit through the Services.
  • “Services” means the platform, software, APIs, integrations, and related features provided by IMSURGE for IoT data collection, aggregation, and transfer.

3. Description of Services

IMSURGE provides a platform designed to facilitate IoT data collection, aggregation, and seamless integration with analytics tools. Our Services include software, APIs, and integrations that support efficient data management and connectivity between systems. Additional terms may apply to specific features or services provided through our platform.

4. Account Registration and Security

  • Account Information: When you register, you agree to provide accurate and complete information.
  • Security: You are solely responsible for maintaining the confidentiality of your account 

5. User Responsibilities and Prohibited Conduct

You agree to use the Services only for lawful purposes and in compliance with these Terms. You credentials. Notify us promptly of any unauthorized use.

  • Access: You agree not to share your account or use another person’s account without permission.

further agree not to:

  • Use the Services in any manner that could harm IMSURGE, its users, or its infrastructure.
  • Interfere with or disrupt the Security, servers, or networks connected to the Services.
  • Circumvent, disable, or interfere with any security features of the Services.
  • Provide false or misleading information during registration or use of the Services.

6. Payment and Billing

  • Fees: IMSURGE operates on a usage based pricing model. Fees are determined by the number of active pipelines, features enabled, and other usage metrics as described at the time of purchase, onboarding, or in an applicable order form, invoice, or agreement. All prices are exclusive of applicable taxes, which may be added where required.
  • Billing Methods: Fees may be billed through one or more of the following methods, as applicable:
    • Automated Billing: Fees charged through an automated billing provider, including Stripe, are due immediately at the time of billing, which typically occurs at the close of the applicable billing period.
    • Invoiced Accounts: Fees billed by invoice are due within thirty (30) days from the invoice issue date, unless otherwise stated in writing.
  • Billing Period and Accrual: Usage accrues over the applicable billing period. Charges are calculated based on usage during that period and are billed in arrears following the close of the billing period.
  • Refunds: Fees are non refundable except where expressly stated otherwise in writing.
  • Non-Payment: IMSURGE reserves the right to suspend or terminate access to the Services for overdue or unpaid fees.

7. Data Ownership, Use, and Retention

  • Your Data: You retain all rights to the data you upload or connect to the Services. By using the Services, you grant IMSURGE a non-exclusive, worldwide, royalty-free license to use, process, and display your data solely for the purpose of providing and improving the Services.
  • Data Retention:
    • User Account Deletion: Upon the deletion of your account, all data associated with that account will be permanently deleted.
    • Organizational Deletion: If an organization is deleted, all related credentials, integrations, pipelines, and execution records will be permanently removed.
    • Event Data: Event data will be retained until it is older than 90 days, after which it will be automatically deleted.

8. Service Availability and Maintenance

While IMSURGE strives to maintain high availability, we do not currently offer a formal Service Level Agreement (SLA). Scheduled maintenance, updates, or unforeseen technical issues may result in temporary disruptions of the Services.

9. Intellectual Property

  • Ownership: All content, software, and materials provided in the Services are owned by IMSURGE or its licensors and are protected by intellectual property laws.
  • License: You are granted a limited, non-transferable, and revocable license to use the Services for your internal business purposes. No other rights are granted.
  • Restrictions: You may not copy, modify, distribute, or create derivative works based on the Services without our express written permission.

10. Indemnification

You agree to indemnify, defend, and hold harmless IMSURGE, its affiliates, officers, employees, and agents from and against any claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising from:

  • Your use of the Services;
  • Your breach of these Terms;
  • Any violation of applicable laws or rights of a third party.

11. Disclaimer of Warranties

The Services are provided “as is” and “as available” without any warranties, express or implied, including but not limited to any warranties of merchantability, fitness for a particular purpose, or non-infringement. IMSURGE does not guarantee that the Services will be uninterrupted or error-free.

12. Limitation of Liability

To the maximum extent permitted by applicable law, IMSURGE and its affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages (including, without limitation, loss of profits, revenue, data, or use) arising out of or related to your use of or inability to use the Services. In any event, IMSURGE’s aggregate liability for all claims shall not exceed the total fees paid by you in the 12 months preceding the claim.

13. Termination and Suspension

Failure to comply with any of the provisions of this Agreement, IMSURGE may, at its sole discretion, and, without notice: (i) terminate this Agreement and/or your access to IMSURGE SAAS, and you will remain liable to IMSURGE for all amounts due pursuant to the terms of  this agreement; and/or (ii) terminate your license to the software; and/or (iii) preclude your access to the Services.

IMSURGE further reserves the right to modify, suspend, or discontinue the Services (or any part or Content thereof) at any time with or without notice to you, and IMSURGE will not be liable to you or to any third party should it exercise such rights.

Effect of Termination: Upon termination, any licenses granted to you will immediately cease, and you must stop using the Services. Certain provisions of these Terms (including, but not limited to, those regarding data rights, intellectual property, indemnification, and liability) shall survive termination.

14. Dispute Resolution

Agreement to Arbitrate: Waiver of Jury Trial
Claims, disputes or other matters in question between the parties to this Agreement arising out of or relating to this Agreement, the transactions contemplated by this Agreement, or breach thereof shall be subject to mediation and, in the event no mediated resolution is reached, then subject to arbitration by a single arbitrator in the State of New Jersey in accordance with the Rules of the American Arbitration Association currently in effect.  The determination of the arbitrator shall include which party shall pay the cost of the arbitration and shall be final, binding on the parties and non-appealable, and may be entered in any court of competent jurisdiction to enforce it.  The parties acknowledge, agree and stipulate that the activities of the activities of the parties and the actions contemplated by this Agreement include the use of interstate mails, materials and commerce and thus involve interstate commerce, as that term is defined in the Federal Arbitration Act, 9 U.S.C. section 1, et seq.

EACH PARTY EXPRESSLY ACKNOWLEDGES AND AGREES THAT BY AGREEING TO ARBITRATION, IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT UNDER THE CONSTITUTION OF THE STATE OF NEW JERSEY, AND THE LAWS OF THE STATE OF NEW JERSEY, TO HAVE ANY SUCH DISPUTE DECIDED IN A COURT OF LAW BEFORE A JUDGE OR JURY.

The arbitrator’s award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

Class Action Waiver: Except where prohibited by law, you agree that any claim or cause of action arising out of or related to these Terms must be filed individually and not as a plaintiff or class member in any purported class or representative proceeding.

15. Changes to the Terms

IMSURGE reserves the right to modify these Terms at any time. Significant changes will be communicated via email or through the Services. Your continued use of the Services after changes constitutes acceptance of the updated Terms.

16. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the domestic laws of the State of NEW JERSEY without giving effect to any choice or conflict of law provision or rule (whether of the State of NEW JERSEY or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of NEW JERSEY.  Any litigation concerning this Agreement shall be brought only in the State or Federal Court of Mercer County, New Jersey, which court shall have the exclusive venue for and have exclusive jurisdiction over such litigation.  The parties hereby expressly consent to the jurisdiction and venue of said courts and to service of process upon them regardless of where they may be located.

17. Miscellaneous

Entire Agreement: This Agreement (including the documents referred to herein) constitutes the entire agreement among the parties hereto, and there are no agreements, understandings, restrictions, warranties, or representations among the parties other than those set forth herein or herein provided for.  The foregoing supersedes all prior agreements and understandings, written or oral,  to the extent they related in any way to the subject matter hereof.  

Severability: If any portion of this Agreement is held to be invalid or unenforceable for any reason, it is agreed that this invalidity or unenforceability shall not affect the other portions of this Agreement, and that the remaining covenants, terms, and conditions or portions thereof shall remain in full force and any arbitrator or court of competent jurisdiction may so modify the objectionable provision as to make it valid, reasonable, and enforceable.

No Waiver: Failure by IMSURGE to enforce any provision of these Terms shall not be deemed a waiver of future enforcement of that or any other provision.

18. Contact Information

If you have any questions or concerns about these Terms, please reach out to us at:

IMSURGE LLC