General Terms and Conditions for Services

Last updated: 2025-04-19

1.            Applicability.  These General Terms and Conditions for Services apply to all Services, and your use of all Company Technology.  These General Terms and Conditions for Services hereby incorporate by this reference the Terms of Service, the Service Level Agreement, and the Privacy Policy.
2.            Definitions. Capitalized terms not defined in the Agreement shall have the following meanings:

(a)          “Agreement” means that certain Hardware-as-a-Service Agreement or Purchase & Software-as-a-Service Agreement (as applicable) entered into by the parties set forth therein, and all other documents referenced and incorporated therein, including these General Terms and Conditions.
(b)          “Application” means our software application(s), mobile application(s), or API(s) which allow for the remote collection, analysis, viewing, or management of data transmitted to us by Devices or provided to us by you.
(c)           “Authorized User” means any of your employees, customer representatives, or independent contractors who you authorize to access the applicable Company Technology as permitted hereunder.
(d)          “Company Technology” means the Devices, Firmware, Application, and results of the Services.
(e)          “Customer Success Team” means our customer support and helpdesk personnel.
(f)           “Devices” means monitors or sensors and related accessories (e.g., cables) that are intended to be installed on Tanks.
(g)          “Firmware” means the software that enables the Devices to interact with a sensor, with the Company Technology, or with a Third-Party Provider.
(h)          “Installation Services” means those services we perform to install Devices or parts thereof on Tanks, to the extent agreed by the parties in an Order.
(i)            “Installed Device” means a Device that is installed on your Tank (or that of your customer) pursuant to an Order.
(j)            “Order” means an accepted purchase order issued by you under the Agreement and accepted by us.
(k)           “Privacy Policy” means that certain privacy notice set forth at https://terms.anova.com/ which describes our collection and use of personal information through the use of the Company Technology (as such notice is amended by us from time to time in our discretion).
(l)            “Service Level Agreement” means the support terms made available to you at https://terms.anova.com/, which is hereby incorporated by this reference (as we may amend from time to time in our discretion).
(m)         “Services” means the following services provided to you under the Agreement, to the extent agreed by the parties in an Order: (i) your use of Devices pursuant to a Hardware-as-a-Service Agreement, or our sale of Devices to you pursuant to a Purchase & Software-as-a-Service Agreement, as applicable, (ii) collection of data from Devices used by you as permitted hereunder, (iii) allowing you access to and use of the Company Technology, (iv) Support Services, and (v) Installation Services.
(n)          “Support Services” means support and customer care that we provide through our Customer Success Team pursuant to the terms of the Service Level Agreement.
(o)          “Tanks” means tanks or other containers owned or operated by you or your customers, which hold bulk gases or liquids.
(p)          “Terms of Service” means those terms applicable to the use of the Application, and use of any corresponding mobile applications or online portals we may make available, and are set forth at https://terms.anova.com/ (as we may amend from time to time in our discretion).
3.            Orders. We shall make available the Company Technology and provide the Services as set forth in the applicable Agreement, and each applicable Order agreed between the parties in writing. Each Order shall be governed by the terms of the Agreement (including these General Terms and Conditions for Services), and must be executed by both parties to be effective. We are not obligated to and shall not perform any Services that are not included in a mutually executed Order. You may not add terms or modify any terms of the Agreement by including such different or additional terms in a purchase order or other document. No such additional or conflicting terms shall be applicable, and all such terms shall be void, even if we accept the Order.
4.            Conflicts.  Subject to the provisions of Section 3, if a conflict arises between the Agreement documents, they shall be resolved in the following order of priority: (1) the main body of the Agreement; (2) any additional terms attached to the main body of the Agreement; (3) these General Terms and Conditions for Services; (4) any terms referenced herein (e.g., Privacy Policy, Terms of Service, Service Level Agreement); and (5) an Order.
5.            Hosted Application.  The Application and all software we offer hereunder are hosted by us or our affiliates or on our behalf, and each will be offered as a cloud-based tool only.
6.            Updates to Company Technology.  We or our affiliates or service providers may in our or their sole discretion provide corrections, modifications, enhancements, upgrades, and/or new releases to the Company Technology or any part thereof from time to time.
7.            Term and Termination of Agreement.  If you breach any obligation contained in the Agreement and fail to cure such breach within fifteen (15) days of written notice from us, then we shall have the right to immediately terminate the Agreement and/or suspend any Service. Upon termination or expiration of the Agreement, you shall destroy all of our Confidential Information in your possession or under your control that is not required of you to continue receiving any Services that survive such termination, or making payments to us hereunder.
8.            Confidentiality. Each party hereunder (the “Disclosing Party”) may disclose to the other party (the “Receiving Party”), information about its business operations, customers, suppliers and service providers, whether disclosed orally, in writing, or through other means, and whether or not designated as “confidential” at the time of disclosure (“Confidential Information”). All information related to Company Technology and the Services, and the terms of the Agreement which are not publicly available, including, but not limited to, specifications, samples, designs, drawings, pricing, and Application workflows, shall be considered our Confidential Information hereunder.  Except as permitted herein, the Receiving Party shall not disclose the Confidential Information of the Disclosing Party or share such Confidential Information with any third party, unless authorized in advance in writing by the Disclosing Party, except for disclosure to a party’s affiliates and contractors with a need to know the information to allow the Receiving Party to perform its obligations hereunder.  The parties agree that the Disclosing Party shall be responsible for the acts and omissions of such parties as if they were its own. The foregoing restrictions will not apply to Confidential Information to the extent it (i) is, or through no fault of the Receiving Party has become generally available to the public; (ii) was lawfully received by the Receiving Party from a third party without restrictions on use or disclosure; (iii) was known to the Receiving Party prior to receipt from the Disclosing Party; or (iv) was independently developed by the Receiving Party without breach of the Agreement or access to, reference or use of the Confidential Information of the other party. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent the disclosure is required by law, regulation, or judicial order, provided that the Receiving Party will provide to the Disclosing Party prompt notice, where permitted by law, of such order and will take reasonable steps to contest or limit any required disclosure.  The Disclosing Party shall be entitled to injunctive relief for any violation of the foregoing provisions.
9.            Intellectual Property.  Ownership of the Company Technology (except for the physical Devices, in the case of purchase by you of same pursuant to a Purchase & Software-as-a-Service Agreement) shall remain with us, and we retain all right, title and interest (including intellectual property rights) in the Company Technology, including all associated specifications and documentation.  Regardless of your purchase of Devices, all intellectual property in and to and related to the Devices, including their documentation, specifications and operating manuals, shall remain with us, and we do not grant you any rights in such intellectual property when we transfer the Devices to you.  We reserve all such rights for ourselves.  Nothing herein is intended to and shall not be deemed to grant any right or license to you or any other person of any of our or our affiliates’ or service providers’ trademarks, service marks or trade names. You shall not use any such trademarks or other designations of origin without our express prior written consent.
10.          Customer Use of Company Technology.   You will use the Company Technology solely for your business purposes and as contemplated by the Agreement, and, except as specifically permitted herein or therein, will not use the Company Technology or any part thereof to: (a) transmit through or post unlawful, immoral, libelous, tortuous, infringing, defamatory, threatening, vulgar, or obscene material or material harmful to minors; (b) transmit material containing software viruses or other harmful or deleterious computer codes, files, scripts, agents, or programs; (c) interfere with or disrupt the integrity or performance of the Company Technology; (d) attempt to gain unauthorized access to the Company Technology or any part thereof, or any computer systems or networks related thereto; or (e) harass or interfere with another user’s use and enjoyment of the Company Technology (e.g., through denial of service attacks, attempts to stop other uses from accessing the Application). Further, you will not: (w) modify, copy or make derivative works of any Company Technology; (x) disassemble, reverse-engineer, or decompile any Company Technology; (y) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Company Technology; (z) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Company Technology, or any features or functionality thereof, to any third party for any reason (except that you may use the Services to provide services to your customers, and may install Devices on Tanks owned or operated by your customers).
11.          Use of APIs.  Subject to the provisions of the Agreement, including the provisions of Section 11 above, and conditioned on and only to the extent of timely payment of all fees due to us pursuant to the Agreement for use of same, we hereby grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license to access and use our application programming interfaces (“APIs”) that we make available to you, subject to the following conditions: (i) you must not share any API access codes with third parties; (ii) the right to access and use the APIs is granted solely for use in connection with Devices that we monitor on your behalf; (iii) you must use the API solely to monitor Devices which are part of our Services or which we have sold to you; and (iv) you must always use the most up to date version of the API we make available to you.
12.          Prohibited Uses. YOU MAY NOT INSTALL A NON-INTRINSICALLY SAFE PRODUCT IN A HAZARDOUS OR FLAMMABLE ENVIRONMENT.  IT IS YOUR RESPONSIBILITY TO ENSURE THAT ALL DEVICES ARE COMPATIBLE WITH THE ENVIRONMENT IN WHICH THEY ARE USED, INCLUDING USE IN PRESSURIZED, FLAMMABLE, CORROSIVE OR HAZARDOUS CONDITIONS, ENVIRONMENTS OR TANKS.
13.          Authorized Users.  You will not allow any person to access the Company Technology or Services Data, or any part thereof, who is not an Authorized User.  Authorized Users must each have their own individual login credentials, and such credentials may not be shared between users.  You are responsible for all acts and omissions of Authorized Users (or anyone else using their credentials).  Security of the login credentials is your responsibility.
14.          Installation and Use of Products. You are responsible for: (a) selecting the Devices that are compatible with the Tanks based on their characteristics, contents, location, and other requirements, regardless of any assistance or recommendations provided by us or our affiliates; and (b) installing (except to the extent the parties agreed in an Order that we would install them) and maintaining all Devices, including checking, purchasing, and replacing any batteries or other power sources, if applicable, and ensuring the Devices are stored and used in a suitable environment; and (c) obtaining any required consents and providing any required disclosures to allow us to collect and process Device data, and to use it in our business, and to create derivative works and distribute same.  We are not responsible for any installation costs or damages to a Device due to improper Device handling, installation, or activation by you or your representatives. You acknowledge and agree that not all Devices are intrinsically safe or suitable for use in flammable, hazardous or pressurized environments, and that even though we may perform initial Installation Services, you are responsible for ongoing maintenance of the Devices, and their proper storage. You further acknowledge and agree that the improper use or installation of Devices on Tanks that are incompatible, including those that are pressurized or contain hazardous materials, may pose safety risks. You acknowledge that in order to provide the Services, Devices may provide data to us at any time. You hereby release and hold us and our affiliates and each of our respective officers, directors, employees, shareholders, members, service providers and representatives harmless from and against any and all liability, damages and losses arising in connection with the selection, installation, data transmission, use, and maintenance of Devices, including if a Device is installed on or used in connection with a Tank with which such Device is incompatible (e.g., Tanks that are pressurized or contain hazardous, corrosive, or flammable materials).
15.          Network Limitations. We shall not be responsible or liable for interruptions of the Services due to limitations in, changes to, or unavailability of Third-Party Provider products or services, including GPS, satellite network, wireless network, or other data infrastructure, such as changes in coverage area or sunset of a technology or protocol.  We shall not be responsible for the security of data transmissions from Devices to us or you for purposes of performing Services.  All such transmissions are over open lines not controlled by us.  You hereby release and hold us and our affiliates and each of our respective officers, directors, employees, shareholders, members, service providers and representatives harmless from and against any and all liability, damages and losses arising in connection with any such transmissions or failure thereof.
16.          Installation Services.  If the parties agree in an Order, we shall provide the Installation Services at agreed locations.  You acknowledge and agree that we may provide the Installation Services ourselves, or engage an affiliate or subcontractor to perform same, in our discretion.  It shall be your responsibility to obtain all necessary hardware, power supply, mobile data access, and connectivity to Devices, as needed for the Devices to connect and transmit data to us for processing. You acknowledge and agree that we have no obligation to confirm the contents of any Tanks prior to installing Devices on them.  You must disclose to us all Tank locations and Tank contents in advance of installation. Such locations must be in reasonable proximity and density to the total population, and no more than 20 miles from any other location. We may supply common installation accessories and optional add-ons at prices set forth in the Agreement. You shall provide access to facilities and Tanks as needed for us or our affiliates or subcontractors to perform the Installation Services. Tanks shall be empty or otherwise safe for the installer to work on, and not contain any hazardous, corrosive, or other dangerous chemicals. Tanks will be safely and reasonably accessible to the installer, without the need of climbing or moving debris or equipment. If any personal protective equipment is necessary for installation of Devices, it shall be your responsibility to procure and provide same to the installer.  The term of the Installation Services shall begin on the date of execution of an Order, and end upon completion of the Installation Services.  Pricing may vary based on location, purchase, quantities, and availability. It is YOUR obligation to ensure the Tanks are safe to open, if installation requires opening them, and that the Device to be installed is safe FOR AND EFFECTIVE IN the particular environment and the contents and working conditions of each Tank.
17.          Prohibited Uses. You may not use the Company Technology or any part thereof in any manner or in any application that (a) could result in personal injury, death, property loss, or contrary to the intended use of the Company Technology; (b) involves use on Tanks or contents that are incompatible with the Devices, including pressurized Tanks or Tanks that contain corrosive, flammable or hazardous materials; (c) subjects the activities to regulation by agencies with authority over licensing and approval of health and medical applications, including the Food and Drug Administration; (d) the failure of which to function as intended could result in the discharge, dispersal, seepage, migration, release or escape of hazardous materials or pollutants; or (e) has a significant and detrimental impact on the network of any Third-Party Provider. YOU MAY NOT INSTALL A NON-INTRINSICALLY SAFE PRODUCT IN A HAZARDOUS OR FLAMMABLE ENVIRONMENT.  IT IS YOUR RESPONSIBILITY TO ENSURE THAT ALL DEVICES ARE COMPATIBLE WITH THE ENVIRONMENT IN WHICH THEY ARE USED, INCLUDING USE IN PRESSURIZED, FLAMMABLE, CORROSIVE OR HAZARDOUS CONDITIONS, ENVIRONMENTS OR TANKS.
18.          Indemnification.  You hereby agree to defend, indemnify and hold harmless us and our affiliates, and our respective officers, directors, shareholders, members, employees, contractors, service providers, agents and representatives from and against any and all losses, damages, costs, expenses, including attorneys’ and legal fees and costs, arising in connection with any data that you share with us, or that we process on your behalf or as part of providing you Services, including in the event that sharing such data with us results in a violation of privacy or data security laws.
19.          Representations and Warranties.  You hereby represent and warrant to us and our affiliates that throughout the term of your use of any Device, you have obtained all rights and permissions and provided all notices required in order to share with us any data collected through the use of each such Device.
20.          No Other Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, THE COMPANY TECHNOLOGY AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.  ALL IMPLIED, STATUTORY OR OTHER WARRANTIES NOT SPECIFICALLY SET FORTH IN THE AGREEMENT ARE HEREBY DISCLAIMED. WE FURTHER DISCLAIM ANY WARRANTY THAT THE COMPANY TECHNOLOGY OR SERVICES WILL BE UNINTERRUPTED, COMPLETE, SECURE, OR ERROR FREE.
21.          LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST DATA, LOST PROFITS, LOST SALES OR LOST REVENUE, REGARDLESS OF THEIR FORESEEABILITY. WE SHALL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES, INCLUDING DIRECT DAMAGES, RESULTING FROM OR RELATED TO THE SELECTION, INSTALLATION, OR USE OF DEVICES, EVEN IF USED IN CONNECTION WITH TANKS FOR WHICH THEY ARE INCOMPATIBLE, INCLUDING THE USE OF DEVICES IN PRESSURIZED, FLAMMABLE, CORROSIVE OR HAZARDOUS CONDITIONS, AND EVEN IF THE DEVICES ARE RECOMMENDED BY OR PROPOSED FOR USE BY US OR OUR AFFILIATES OR OUR RESPECTIVE REPRESENTATIVES, PERSONNEL OR SERVICE PROVIDERS. IN NO EVENT SHALL OUR TOTAL CUMULATIVE LIABILITY UNDER THE AGREEMENT EXCEED THE AMOUNTS PAID TO US BY YOU DURING THE 2 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE SUBJECT CLAIM.
22.          Insurance. You shall at all times maintain insurance with coverage and liability limits appropriate to risks arising in connection with the Agreement and shall look solely to your insurer for recovery of losses with respect to which we disclaim liability and, on behalf of yourself and your insurer(s), hereby waive any and all claims for such losses, including any right of subrogation.
23.          Export Regulation. You shall comply with all applicable laws, regulations, and rules regarding the U.S. Export Administration Act, and other equivalent laws in other jurisdictions, and complete all required undertakings, including obtaining any necessary export license or other governmental approval, prior to exporting or re-exporting the Company Technology or using the Company Technology outside the United States or such other jurisdiction. We may require that you provide export compliance and end-use/end-user certifications prior to delivery of any Company Technology or Services.
24.          Imports.  You agree that you are the importer of record for shipments that must cross international boundaries.  As the importer of record, you are solely responsible for compliance with all applicable laws and regulations of the destination country, including but not limited to customs, duties, taxes, import documentation, and any other requirements necessary for the lawful importation of all goods shipped to you hereunder.
25.          Electronic Equipment Waste.  You agree to comply with all applicable laws, rules, regulations, ordinances and other legal requirements governing electronic waste applicable in the destination country.
26.          Amendments. The terms of the Agreement may not be modified by either party without the prior written consent of the other party, except as specifically stated herein. Notwithstanding the foregoing, the parties agree that we may amend all terms described herein which reside online (e.g., these General Terms and Conditions for Services, Privacy Policy, Terms of Service, Service Level Agreement) in our discretion at any time, without the need to obtain your consent or acceptance, and that such terms, once modified, shall be binding on you from that date forward.
27.          Severability. If any term or provision of the Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
28.          Waiver. A party’s failure to enforce any provision of the Agreement shall not constitute a waiver of the right of such party thereafter to enforce such provision or any other.
29.          Assignment. You may not assign, novate, or otherwise transfer the Agreement or its rights or obligations hereunder without our prior written consent. A merger or change of control shall be considered an assignment hereunder.  We may freely assign the Agreement, or any of our obligations or rights hereunder, including in the event of a sale of our assets or voting securities, a merger or other corporate reorganization.  We may also assign our right to payments hereunder to an affiliate or third party.
30.          Relationship of the Parties. You and us are independent contractors acting for our own accounts hereunder. Nothing in the Agreement is intended to create an agency, employment, or partnership relationship, or joint venture, between the parties.
31.          Force Majeure. Neither party shall be liable for failure to perform hereunder if such failure is attributable to an act of God, act of government, war, terrorism, epidemic, pandemic, civil disturbance, fire, flood, power outage, or other casualty, or any other condition beyond the non-performing party’s reasonable control, but only for the time and to the extent such failure is occasioned by such a condition. We may modify our pricing in the event that any such force majeure event creates supply chain disruptions or causes our costs to make the Company Technology or Services available hereunder to be higher.
32.          Governing Law/Venue. The Agreement will be governed by the law and construed in accordance with the laws of the states or countries set forth in the chart below, depending which of our company group entity is the contracting party pursuant to the Agreement. The parties agree that any controversy or claim arising out of the Agreement must be exclusively brought in the courts set forth in the chart below, depending on the contracting entity. The parties hereby expressly subject themselves to the jurisdiction of such courts, and waive any objection they may have to the laying of such venue.  Notwithstanding the foregoing, our applicable contracting entity also reserves the right to bring suit against you in any court of competent jurisdiction over you.

33.          Survival. Provisions of the Agreement which by their nature should apply beyond their term will remain in force after any termination of the Agreement include, but are not limited to, the following: Minimum Service Commitment, Confidentiality, Limitations of Liability, Governing Law/Venue, and Survival.  Specifically, you acknowledge that the Service Term will extend beyond the Contract Term hereof, but that, while we may not accept orders for new Devices after the end of the Contract Term, that all terms of the Agreement shall remain in effect throughout the Service Term.
34.          Entire Agreement. The Agreement (including these General Terms and Conditions and all documents referenced herein) constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes, except as stated herein, all prior and contemporaneous agreements, express or implied, between the parties with respect to the subject matter hereof.
35.          Third Party Beneficiaries.  Except as otherwise provided herein, the Agreement is entered into solely between, and may be enforced only by, you and us, and the Agreement will not be deemed to create any rights in third parties, or to create any obligations of a party to any such third parties, except that the parties agree that our affiliates shall be third-party beneficiaries hereunder.
36.          Notices. Any notice required to be given or delivered to either party under the terms of the Agreement will be in writing, addressed to such party at the address indicated below, if to us, or the address set forth in the Agreement, if to you.  Either party can change their address for notices in writing, from time to time pursuant to the provisions of this section.  Notices must be sent by recognized overnight courier (e.g., FedEx, UPS) with delivery confirmation, registered mail with return receipt, or via email with confirmation of message delivery and opening. All such notices shall be deemed to have been given or delivered three (3) days after placement in the hands of the overnight courier or the U.S. Postal Service.

 
37.          Counterparts/E-signatures.  The Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Any signature made and transmitted by facsimile, email, DocuSign or other electronic or digital means for the purpose of executing the Agreement shall be deemed equivalent to manually executed originals and binding for all purposes upon the party who transmits the signature page; and if using digital signatures, affixing such digital signature shall evidence the party’s intent to be bound hereby.