1. Applicability​. These Terms and Conditions of Data Plan Services (the “Terms”) apply to and govern all sales of rights of access to and use of data plans on networks of wireless service providers ( the “Plan Services”) offered by NimbeLink Corp. (“NimbeLink”) to customers placing orders for Plan Services that are accepted by NimbeLink as provided in these Terms. (“Customer”). NimbeLink and Customer are each a “Party” and are referred to collectively as the “Parties” in these Terms.

  2. Orders​. Customers may order Plan Services by issuing purchase orders in conformity with quotations issued by NimbeLink or through on-line ordering processes established by NimbeLink (“Orders”). Orders will be binding upon NimbeLink only if accepted by NimbeLink, which may be communicated through written confirmation or by provisioning of Plan Services. The agreement between the Parties for any Order (the “Agreement”) consists of: (i) these Terms; (ii) the data plan access prices, quantities, and payment terms incorporated in the Order; and (iii) and any modifications or additions to these Terms accepted in writing by an officer of NimbeLink; no provision of any Customer purchase order will be binding upon NimbeLink unless expressly accepted by NimbeLink in that manner.

  3. Modification of Orders​. All Orders are fixed commitments of Customer once accepted by NimbeLink and may not be modified or withdrawn after acceptance except by mutual written agreement of the Parties.

  4. Prices; Taxes and Associated Charges.​ All prices quoted by NimbeLink are valid only for Orders placed within the period of validity set forth in the NimbeLink quotation and are otherwise subject to change at any time. Prices are subject to correction for clerical and typographical errors. All prices quoted by NimbeLink are quoted exclusive of: duties, fees, tariffs or other governmental charges, all as they may apply to any Order; all such amounts are payable by Customer and will be reimbursed to NimbeLink at its cost if paid by NimbeLink. If the Plan Services are or become subject to sales, use, value added, excise or other taxes and unless Customer provides NimbeLink with a valid exemption certificate from any such taxes, NimbeLink shall include any such taxes as a separate line item on the invoice for the Order and Customer shall pay such amounts when due.

  5. Permitted Use of Plans​. Customer may use the Plan Services solely in connection with the operation of equipment sold by NimbeLink to Customer and applied to machine-to-machine (“M2M”) communication systems with such devices (“Supported Devices”) installed within the selected wireless service provider network service area (“Permitted Use”); Supported Devices on mobile data plans may use the roaming services of a wireless service provider’s network of roaming partners but may not be permanently located in roaming areas. Customer may not use the Plan Services for remote medical patient monitoring applications. Customer may allow its customers of an M2M solution, if any, (“End Users”) to make use of the Plan Services but only in connection with the Permitted Use and Customer shall be fully responsible for the use of the Plan Services by End Users as fully as if such use were made by Customer directly.

  6. Provisioning and Support Services​. Upon its acceptance of an Order, NimbeLink take steps required to provision the Plan Services and will notify Customer when Plan Service is available and provide direction to Customer in establishing access. NimbeLink will provide support for Customer use of the Plans including technical support helpline services and billing services as set forth in NimbeLink Support Service descriptions posted on the NimbeLink web-site (“Support Services”). The manner of delivery of Support Service may be adjusted by NimbeLink from time-to-time. NimbeLink shall have no obligation to provide any Support Services to End Users.

  7. Service Level and Dependencies​. Nimbelink shall provide Plan Services and Support Services applying its diligent, commercially reasonable efforts. NimbeLink is authorized to provide Plan Services by the wireless service provider, but Plan Services remain dependent upon that provider continuing to provide and support its network and that authorization. Customer acknowledges that Plan Service is subject to interruption due to interruption of the wireless service provider network and is available only within the applicable plan coverage areas, within operating range of wireless systems and with Equipment authorized by the provider to operate on its network. Further, the performance of each Party under this Agreement will be excused only for the duration of any condition or event outside of its reasonable control making performance commercially impractical such as disruptions due to natural disasters, acts of war, riots, strikes or supply chain shortages or delays. 
  8. Disclaimer of Warranties: ​TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NIMBELINK HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PLAN SERVICES WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

  9. Limitations of Damages and Remedies​. ​THE LIABILITY OF NIMBELINK AND ITS WIRELESS NETWORK PROVIDERS FOR ANY CLAIMS, WHETHER BASED IN CONTRACT, WARRANTY, TORT OR OTHERWISE, ARISING FROM OR RELATING TO THE AGREEMENT OR THE PLAN SERVICES ARE LIMITED TO DIRECT DAMAGES INCURRED BY CUSTOMER NOT EXCEEDING THE PURCHASE PRICE PAID FOR THE PLAN SERVICES INVOLVED IN SUCH CLAIM. IN NO EVENT WILL NIMBELINK OR ITS WIRELESS NETWORK PROVIDERS BE LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, AND THE PRICES OF THE PLAN SERVICES ARE SET AS A CONSIDERATION FOR THESE LIMITS.

    IN ADDITION TO THE PRECEDING LIMITS, NIMBELINK AND ITS WIRELESS NETWORK PROVIDERS FULLY DISCLAIMS ANY LIABILITY OF ANY TYPE, WHETHER EXPRESS OR IMPLIED, ARISING FROM OR RELATING TO THE USE OF THE PLAN SERVICES IN APPLICATIONS WHERE DISRUPTION OR FAILURE OF THE PLAN SERVICES COULD RESULT IN LOSS OF LIFE, INCLUDING, BUT NOT LIMITED TO MEDICAL DEVICES, LIFE SAFETY APPLICATIONS, CONTROLS IN NUCLEAR FACILITIES, AND AIR TRAFFIC CONTROL APPLICATIONS; THE PLAN SERVICES ARE NOT INTENDED FOR USE IN SUCH APPLICA TIONS.

  10. Exclusion of Liability for Plan Services​. CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT IT HAS NO CONTRACTUAL RELATIONSHIP WHATSOEVER WITH THE UNDERLYING WIRELESS SERVICE PROVIDER OR ITS AFFILIATES OR CONTRACTORS AND THAT CUSTOMER IS NOT A THIRD PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN NIMBELINK AND THE UNDERLYING CARRIER. CUSTOMER UNDERSTANDS AND AGREES THAT WIRELESS NETWORK SERVICES ARE SUBJECT TO AND CONTROLLED BY TARIFFS, AND THE LAWS, RULES AND REGULATIONS OF THE UNITED STATES AND OTHER GOVERNMENTAL AUTHORITIES WHICH MAY HAVE JURISDICTION. CUSTOMER UNDERSTANDS THAT THE PLAN SERVICES MAY BE TEMPORARILY REFUSED, INTERRUPTED, CURTAILED OR LIMITED BECAUSE OF ATMOSPHERIC, TERRAIN OR OTHER NATURAL OR ARTIFICIAL CONDITIONS AND MAY BE TEMPORARILY INTERRUPTED OR CURTAILED DUE TO USEAGE CONCENTRATIONS, MODIFICATIONS, UPGRADES, RELOCATION AND REPAIRS OF TRANSMISSION NETWORK. NEITHER NIMBELINK NOR THE WIRELESS SERVICE PROVIDER SHALL BE RESPONSIBLE FOR SUCH INTERRUPTIONS NOR THE INABILITY TO USE THE PLAN SERVICES WITHIN OR OUTSIDE ANY TERRITORY. THE WIRELESS NETWORK PROVIDER CAN NOT GUARANTEE THE SECURITY OF WIRELESS TRANSMISSIONS AND WILL NOT BE LIABLE FOR ANY LACK OF SECURITY RELATING TO THE USE OF THE WIRELESS PROVIDER NETWORK. SUBJECT TO FCC PORTABILITY RULES, CUSTOMER HAS NO PROPERTY OR OTHER RIGHTS IN ANY NUMBER ASSIGNED TO IT AND SUCH NUMBER CAN BE CHANGED FROM TIME TO TIME. IN ADDITION, CUSTOMER ACKNOWLEDGES AND AGREES THAT THE UNDERLYING CARRIER AND ITS AFFILIATES AND CONTRACTORS SHALL HAVE NO LEGAL, EQUITABLE, OR OTHER LIABILITY OF ANY KIND TO CUSTOMER AND CUSTOMER HEREBY WAIVES ANY AND ALL CLAIMS OR DEMANDS THEREFOR.

  11. Compliance​. Each Party confirms and agrees to maintain compliance with all laws and regulations applicable to it in any way related to the Services. Customer agrees to supply to NimbeLink such information regarding the usage of the Plan Services by Customer and any End Users as the wireless network provider may legally require of NimbeLink.

  12. Authorized Disclosures​. NimbeLink disclosures to the wireless network provider and government authorities of information related to use of the Plan Services by Customer and End Users as legally required of NimbeLink are hereby authorized by Customer.

  13. Term and Termination.
    1. Term. The Term of this Agreement commences the date NimbeLink accepts the initial Customer Order (the “Acceptance Date”) and continues for so long as any Order remains outstanding, unless sooner terminated as provided in this Section. The term of each Order shall be as set forth in that accepted Order.

    2. Termination. The Agreement may be terminated:
      1. Upon written notice from the non-breaching Party to the other Party if that other Party materially breaches the terms of the Agreement or any Order and has failed to cure such breach in all material respects within twenty (20) days after receipt of written notice from the non-breaching Party identifying that default; such right of termination is optional and an addition to any other rights not inconsistent with termination;

      2. By a Party immediately upon written notice to the other Party, in following events (i) the other Party becomes or applies for insolvency, bankruptcy, reorganization or liquidation, (ii) a receiver is appointed for its business or assets or applied for by the other party, (iii) a third party files, or has filed an action under (i) or (ii) above against the other Party, (iv) an order for relief under the applicable bankruptcy or insolvency law has been issued or applied for by other Party

      3. Or temporarily suspended, without notice, in the event NimbeLink’s agreement with the selected wireless network provider terminates or Customer violates the wireless network provider’s acceptable use policy or other network rules and policies. Customer hereby waives any and all claims against the underlying wireless network provider, including any roaming carrier, for such suspension or termination.

    3. Effect of Termination. Termination of this Agreement shall terminate the obligations of the Parties under any Orders outstanding as of the termination date. Upon termination of the Agreement, Customer shall cease using the Plan Services and each Party shall cease using the Confidential Information of the other Party except as required to enforce its rights under this Agreement. Fees for Plan Services are non-refundable. NimbeLink shall not be obligated to provide Plan Services or perform any Support Services following termination.

  14. Intellectual Property​. Except as expressly provided in these Terms or other provisions of the Agreement, the sale of Plan Services does not constitute a grant of any license in or other right to use any patent, copyright, trademark or other proprietary right (“IP”) of NimbeLink or its suppliers. All rights associated with the IP are expressly reserved by NimbeLink. Customer shall not remove or alter any trademark, copyright notice or other designation of IP interest contain in or on the documentation or other material supplied by NimbeLink to Customer.

  15. I​ndemnities​. Customer hereby indemnifies and agrees to hold NimbeLink, its shareholders, employees, officers, directors, agents, affiliates and suppliers harmless from any claims and resulting costs, expenses, loss of damage related to the use of the Plan Services in any manner inconsistent with the Agreement or an Order or resulting from any failure of Customer or its End Users to comply with applicable laws, regulations or industry standards applicable to their use of the Plan Services. This paragraph shall survive the termination of this Agreement.

  16. Resolution of Disputes; Controlling Law​. If either Party asserts the other has failed to perform its obligations under the Agreement, or asserts any other claim arising from or relating to the Products (a “Claim”) it may provide written notice to the other Party specifying the basis for that Claim; if such circumstances are not fully corrected within twenty (20) days after delivery of that notice, the claiming Party may commence proceedings to resolve that Claim as provided in this Section. All Claims shall be governed by the laws of the State of Minnesota without reference to choice of law or conflict of law principles. The Parties each consent to personal jurisdiction within the State and Federal courts for Hennepin County, Minnesota as the exclusive jurisdiction in which to bring any Claims. ​Any Claim in any form based on any cause of action or legal theory must be brought within one (1) year after the date the cause of action underlying that Claim first accrued​.

  17. Electronic Interchange; Notice​. Each Party agrees that notices provided to the other related to the Agreement will be valid if sent by email to authorized addresses set forth in the Agreement (notwithstanding any failure of the recipient’s email system, spam filters or similar impediments) or by courier service or regular U.S. mail to the authorized address set forth in the Agreement or though subsequent notice to the other Party. Emails constitute writings and electronic facsimiles of original signatures constitute written approval for purposes of the Agreement.

  18. General​. The Agreement constitutes the entire agreement between the Parties hereto with respect to each covered Order and supersedes any and all prior agreements, discussions, negotiations, arrangements, or understandings, whether written, oral or implied, with respect to the subject matter of the Agreement. This Agreement may not be modified or amended without the prior written consent of each Party for accepted Orders as evidenced by a mutually signed written amendment hereto. NimbeLink may alter these Terms at any time and such alterations will apply to any Orders accepted after the date of that modification. Should any one or more parts of this Agreement be declared invalid through arbitration or by any court of competent jurisdiction for any reason, such decisions shall not affect the validity of any remaining portions, which shall remain in full force and effect as if this Agreement had been executed with the invalid parts thereof eliminated. The relationship between the Parties under this Agreement is that of independent contractors. This Agreement does not grant authority for either Party to act for the other in any agency or any other capacity nor to make commitments of any kind for the account of or on behalf of the other Party. The employees or agents of one Party shall not be deemed to be employees or agents of the other Party for any purpose. Except in connection with a change of control event such as a merger or the sale of substantially all the business assets of a Customer, Customer may not assign or transfer any rights or obligations under this Agreement without the prior written consent of NimbeLink. This Agreement is assignable by NimbeLink. This Agreement shall be binding upon and inure to the benefit of each Party and their respective successors and permitted assigns. Failure to insist upon strict compliance of any of the terms of the Agreement shall not be deemed a waiver of such term.


  1. Applicability. These Terms and Conditions (the “Terms”) apply to and govern all offers to use the NimbeLink asset tracking service (“Service”), associated cellular data plan services (“Data Plan”) and tracking devices (“Asset Tracker”) that are offered for sale or license by NimbeLink Corp. (“NimbeLink”) to customers identified in quotations (“Customers”), except to the extent these Terms have been modified or superseded explicitly under another agreement signed in writing by an officer of NimbeLink. NimbeLink and Customer are each a “Party” and are referred to collectively as the “Parties” in these Terms.

  2. Asset Tracking Service. The Service connects Asset Trackers to a NimbeLink enablement platform (“NLink”) through a cellular data connection allowing the Asset Trackers to communicate raw data through NLink. NLink extracts, augments, formulates, and formats data collected by the Asset Trackers. NLink transmits location, temperature, battery, and accelerometer data (“NLink Push Data”) to a cloud-based software interface accessible by Customer. The Service includes updates to firmware and software as determined to be useful or necessary by NimbeLink. Additional support and/or customer modifications to aspects of the Service or its individual components may be available under a separate Agreement. NimbeLink may modify or adjust requested device settings as necessary or desirable. Use of the Service requires a Data Plan approved for use with the Asset Trackers and the Service. Following the initial 3-month deployment period, and unless otherwise agreed, NimbeLink will provide the Data Plan described below and Customer agrees to pay NimbeLink the applicable charges for the Data Plan. If requested, Customer will provide NimbeLink with a single point of contact for support.

  3. Deployment Kit Dashboard. The Service includes a cloud-based user interface for setting Asset Tracker configuration and viewing device data (“Deployment Kit Dashboard”). In addition, NimbeLink may offer Customer additional integration services to Customer managed server end-points. Upon written Agreement, NimbeLink and Customer may agree to remove the Deployment Kit Dashboard from the Service, and send the NLink Push Data to a Customer managed server end-point.

  4. License Grants. NimbeLink grants Customer a non-exclusive, non-sublicensable, non-transferable license to use the Asset Tracker firmware associated with the collection of data by the Asset Tracker solely as part of the Service. NimbeLink grants Customer an irrevocable, perpetual, non-exclusive license to reproduce, publish, modify and otherwise use the NLink Push Data extracted by Customer during the term of the Service in connection with Customer’s business. NimbeLink grants Customer a non- sublicensable, non-transferable, non-exclusive limited right to access NLink as part of the Service. In the event NimbeLink receives Customer information (e.g. email addresses, phone numbers, equipment configurations) in the performance of the Service, Customer grants NimbeLink a non-exclusive license to reproduce and use Customer information in connection with provision of the Service to Customer. During the period of time Customer has the right to access the Service, NimbeLink grants Customer a non-sublicensable, non-transferable, non-exclusive limited right to access the Deployment Kit Dashboard and to extract NLink Push Data from the Service.

  5. Customer Data Plans. Provided Customer’s own cellular data plan has been approved for use with the Asset Trackers, and certain Asset Tracker volume thresholds have been met, Customer may contract with NimbeLink for integration services to enable the Asset Trackers to operate with Customer’s own cellular data plan on a going forward basis.

  6. Credentials. NimbeLink will issue usernames and passwords to Customer for Customer’s use in accessing the Service. Customer represents that all email addresses and registration information provided to NimbeLink are accurate. It is Customer’s sole responsibility to provide NimbeLink written notice of any changes to user information and/or email addresses. Customer will ensure that each username and password issued to a Customer will be used only by an authorized user of Customer. Customer is responsible for maintaining the confidentiality of all usernames and passwords. Customer is solely responsible for all activities that occur under these credentials. Customer agrees: (a) to only allow authorized users to use its account, usernames or passwords; (b) to promptly notify NimbeLink if it becomes aware, or should be aware, of any actual or suspected unauthorized use of its account, usernames or passwords, or any other breach or suspected breach of security related to the Service and take such action to mitigate the breach, suspected breach, or unauthorized use or disclosure of information within or obtained from the Service as NimbeLink may direct, and will cooperate with NimbeLink in investigating and mitigating the same; and (c) to promptly fix any bugs in Customer’s software that causes the Service to be accessed incorrectly; for example, software that generates incorrect API calls to the Service, and software that uses incorrect authentication tokens to access the Service. NimbeLink reserves the right to block, without liability, any Customer data and Customer account that violates the terms of this Section.

  7. Deployment Kits, Additional Asset Trackers and Orders. The Deployment Kit includes three months of Data Plan services, three Asset Trackers, and up to three hours of technical assistance for system integration planning (e.g. data mapping). Customers order the Asset Tracking Service by placing an order for a Deployment Kit at the NimbeLink order website. Additional Asset Trackers may be ordered by issuing purchase orders in conformity with quotations issued by NimbeLink. (Both means of ordering are “Orders”). Orders will be binding upon NimbeLink only if expressly accepted in writing by NimbeLink. The agreement between the Parties for any Order (the “Agreement”) consists of: (i) these Terms; (ii) the prices, quantities, payment and delivery terms consistent with a NimbeLink quote set forth in or incorporated in the Order; and (iii) and any modifications or additions to these Terms accepted in writing by an officer of NimbeLink. No provision of any Customer purchase order will be binding upon NimbeLink unless expressly accepted by NimbeLink in writing by an officer of NimbeLink.

  8. Additional Technical Support. NimbeLink will provide technical support (beyond that included with the Deployment Kit) at its normal hourly rates, or as otherwise specified in a proposal or quotation (e.g. creation of a connector to the Customer’s platform).

  9. Private Labeling of Service. The Service and the Asset Tracker may be private labeled for Customer as specified in a proposal or quotation.

  10. Term and Termination. The Service will begin upon acceptance of an Order by NimbeLink. Either party may terminate this agreement upon 30 days written notice to the other. NimbeLink may terminate this Agreement upon 10 days written notice to Customer if NimbeLink is unable to charge the credit card on file for the Service or Customer fails to pay an invoice on time and payment is not made within said 10-day grace period. Upon termination Customer shall cease using the Service and all components of the Service, the Data Plan (if obtained through NimbeLink) and NimbeLink’s confidential information. Upon termination of this Agreement for any reason Customer shall pay NimbeLink for the Service provided through the date of termination, equitably prorating the charges for any period of time in which the termination date occurs. NimbeLink shall not be obligated to provide the Service, Deployment Kit Dashboard, Data Plan, or perform any support services following termination. Upon termination, NimbeLink may disable Customer’s user credentials and the communication between the Asset Trackers in Customer’s possession and NLink. Pending Orders, if any, will be cancelled as of the termination date.

  11. Data Plans.
    1. Included Service. The Deployment Kit includes 3 months of Data Plan services through Verizon or other NimbeLink approved carriers.

    2. Permitted Use. Customer may use the Data Plan solely in connection with the Service and within Verizon’s (or another permitted carrier’s) service area (“Permitted Use”); Asset Trackers may use the roaming services of the carrier’s roaming partners but may not be permanently located in roaming areas. Customer may not use the Service or the Data Service for remote medical patient monitoring applications. Customer may allow its customers of an M2M solution, if any, (“End Users”) to make use of the Data Plan but only in connection with the Permitted Use and Customer shall be fully responsible for the use of the Data Plan, the NLink Push Data and the Service by End Users as fully as if such use were made by Customer directly.

    3. Service Level and Dependencies. NimbeLink shall provide the Data Plan using diligent, commercially reasonable efforts, to provide support services for the Data Plan in connection with the Service. NimbeLink is authorized to provide the Data Plan by NimbeLink approved carriers, but NimbeLink is dependent upon the carrier continuing to provide and support its network and that authorization. Customer acknowledges that Data Plan is subject to interruption due to interruption of the carrier’s network and is available only within the applicable carrier plan coverage areas, within operating range of wireless systems and with equipment authorized by the carrier to operate on its network.

    4. Returns/Refunds. Data Plan services cannot be returned. There are no refunds on used, unused or partially consumed data plans. Data Plan services may be terminated on 30 days written notice to NimbeLink.

    5. Disclaimer of Data Plan Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NIMBELINK HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE DATA PLAN WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

  12. Shipping and Insurance. The Asset Trackers will be shipped from NimbeLink or its contractor’s facility to a Customer designated location in the United States of America using a tracked shipment means and carrier selected by NimbeLink. Customer receives title to the Asset Trackers and will bear the risk of loss to the Asset Trackers upon delivery of the Asset Trackers by NimbeLink or its contractor to the selected shipper (“Delivery”). The costs of shipping and insurance for the Deployment Kit are included in the Deployment Kit pricing. The costs of shipping and insurance for additional Orders of Asset Trackers following Delivery are additional to quoted prices and are separately payable by Customer or will be reimbursed to NimbeLink if paid by it.

  13. Inspection and Acceptance. Customer shall be deemed to have accepted the Service, Data Plan and Asset Trackers upon Delivery of the Asset Trackers unless it notifies NimbeLink in writing within ten (10) days following Customer receipt of the Asset Trackers at the destination specified in the Order that Customer has identified a defect in the condition, product identification, quantity delivered or functioning of the Asset Tracker against the then-current version of published NimbeLink Asset Tracker specifications (the “Specifications”). Any use of the Asset Trackers in advance of any such notice constitutes acceptance. Unless otherwise stated in the Agreement, NimbeLink may fill Orders through partial shipments. Customer shall inspect the condition of packaging upon receipt and claim directly from the shipper for any identified damage.

  14. Payment. Unless otherwise agreed in writing, all charges for the Service, the Data Plan and the Asset Trackers will be made by credit card prior to shipment or deployment. Customer hereby agrees that NimbeLink may charge the credit card on file for the applicable month’s charges at the time an Order is accepted by NimbeLink and monthly thereafter. In the event NimbeLink issues an invoice to Customer for the Service, the Data Plan, Asset Trackers, or any portion thereof, payment shall be due thirty (30 days after the invoice date. Late payment charges equal to one percent (1%) of any amounts not paid when due shall accrue and be payable by Customer for each calendar month in which those amounts remain unpaid, subject to any limits on such charges at law. NimbeLink retains a purchase money security interest in all Products purchased under an Order until the purchase price and associated charges are paid in full. All amounts due are payable in United States Dollars. In the event of Customer’s failure to pay invoices when due, NimbeLink shall have the rights of a secured Party, in addition to other remedies available to it. Customer shall reimburse NimbeLink for all costs and fees incurred by NimbeLink in collection of past due amounts.

  15. Warranty and Returns

    A. Limited Warranty. NimbeLink has no control over the quality or availability of cellular coverage or Customer’s internet connection or coverage. The Service may be subject to outages, interruptions, attacks by third parties and delay occurrences. Subject to the terms of this Agreement, NimbeLink warrants to Customer only, and not to customers of Customer or others, that the Asset Trackers will conform to the NimbeLink Specifications in all material respects and be free of defects in materials or workmanship for a period of one (1) year from acceptance of an Order by NimbeLink. NimbeLink does not warrant that the Service, NLink, the Asset Trackers or the Deployment Kit Dashboard will be error-free or that they will perform to NimbeLink Specifications if used with products and services that are not part of the Service. NimbeLink shall not have any warranty obligation for Asset Trackers: (i) identified on the NimbeLink quote as “pilot” “trial use”, “beta” or similar designation, (ii) not fully tested by NimbeLink at the written direction of Customer, (iii) damaged following Delivery (in shipping or otherwise), (iv) altered by Customer or others in any manner, (v) used in any manner inconsistent with this Agreement or the NimbeLink specifications, or (vi) caused to fail by a product or service not provided by NimbeLink. NimbeLink is not liable for any loss or damage arising from unauthorized use of any accounts, usernames or passwords. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WARRANTIES SET FORTH ABOVE ARE THE ONLY WARRANTIES MADE BY NIMBELINK WITH RESPECT TO THE SERVICE AND THE ASSET TRACKERS; ALL OTHER WARRANTIES WHETHER EXPRESS OR IMPLIED ARE HEREBY EXCLUDED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

    B. Return Procedures. If Customer believes the Service or the Asset Trackers are subject to a warranty claim, Customer shall contact NimbeLink through its web-site or other published support procedures and provide the information and follow the commercially reasonable tests identified by NimbeLink to confirm whether a defect exists. If the problem persists, NimbeLink shall issue a Return Material Authorization (“RMA”) and Customer shall return the affected Asset Tracker by prepaid shipping at its cost to NimbeLink according to the instructions in the RMA. Promptly upon receipt, NimbeLink will perform factory acceptance tests and similar methods to replicate or confirm the presence of the reported defect. If defects in the Asset Trackers are confirmed, NimbeLink shall, in a prompt, commercially reasonable time, at its option either: (i) repair the Asset Tracker, (ii) replace the Asset Tracker with a functionally equivalent Asset Tracker, or (iii) if repair or replacement is not commercially feasible as reasonably determined by NimbeLink, refund to Customer the purchase price of the Asset Tracker. NimbeLink may request that Customer return an Asset Tracker to NimbeLink for repair or replacement. Customer agrees to cooperate with NimbeLink and follow the directions in the notice. Repaired or replacement Asset Trackers may be reconditioned or new and will be covered by the remaining term of the original warranty term for the defective Asset Tracker. Risk of loss to Asset Trackers returned by Customer will remain with Customer except when in the possession of NimbeLink. Title to all replaced or refunded Asset Trackers will vest in NimbeLink upon Delivery of the replacement or payment of the refund. If no defects are identified, NimbeLink shall notify Customer of that circumstance in writing. Asset Trackers returned to NimbeLink without a valid RMA will be shipped back to Customer unopened at Customer’s cost. NimbeLink will return all repaired, replacement, or non-defective Asset Trackers by prepaid shipping at its cost to Customer according to original shipping instructions, or agreed updated instructions and will bill those charges to Customer for unauthorized returns only. The remedies set forth in this Section are the exclusive remedies available to Customer for any claims related to the condition, use or functioning of the Service and the Asset Trackers.

  16. Limitations of Damages and Remedies. THE LIABILITY OF NIMBELINK FOR ANY CLAIMS, WHETHER BASED IN CONTRACT, WARRANTY, TORT OR OTHERWISE, ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICE, THE DATA PLAN, NLINK, CUSTOMER’S USE OF DATA, THE DEPLOYMENT KIT DASHBOARD OR THE ASSET TRACKERS ARE LIMITED TO DIRECT DAMAGES INCURRED BY CUSTOMER, NOT EXCEEDING THE AMOUNT PAID FOR THE SERVICE OR AFFECTED ASSET TRACKER(S) DURING THE PRECEDING 12 MONTHS. IN NO EVENT WILL NIMBELINK BE LIABLE FOR DAMAGES ARISING FROM CUSTOMER’S FAILURE TO REPLACE ASSET TRACKERS AS DIRECTED OR NEEDED, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE PRICES OF THE SERVICE, ASSET TRACKERS AND DATA PLANS ARE SET AS A CONSIDERATION FOR THESE LIMITS. IN NO EVENT WILL NIMBELINK BE LIABLE FOR ANY DAMAGES, DIRECT OR OTHERWISE, ARISING FROM A CLAIM (I) THAT EQUIPMENT, PRODUCTS, OR OTHER ITEMS HAVE BEEN LOST OR MISPLACED WHILE USING THE AN ASSET TRACKER OR THE SERVICE; (II) BASED UPON USE OF ASSET TRACKERS IDENTIFIED ON THE NIMBELINK QUOTE AS “PILOT”, TRIAL USE“,”BETA" OR SIMILAR DESIGNATION; (III) THAT AN ASSET TRACKER OR AN ASPECT OF THE SERVICE WAS NOT FULLY TESTED IF THE FAILURE TO TEST WAS AT THE WRITTEN DIRECTION OF CUSTOMER; (IV) THAT AN ASSET TRACKER WAS DAMAGED FOLLOWING DELIVERY; (V) ARISING FROMTHE ALTERATION OF AN ASSET TRACKER, NLINK, OR THE DEPLOYMENT KIT DASHBOARD BY CUSTOMER OR A THIRD PARTY; (VI) BASED UPON USE OF THE SERVICE OR ITS COMPONENTS OUTSIDE OF THE LICENSES GRANTED IN THIS AGREEMENT OR IN A MANNER INCONSISTENT WITH THE NIMBELINK SPECIFICATIONS; (VII) ARISING FROM THE FAILURE OF AN ASSET TRACKER OR THE SERVICE IN CONNECTION WITH A PRODUCT OR SERVICE NOT PROVIDED BY NIMBELINK; OR (VIII) BASED UPON CUSTOMER’S FAILURE TO PROTECT ACCOUNTS, USER NAMES AND PASSWORDS FROM UNAUTHORIZED USE.

    NIMBELINK SHALL HAVE NO LIABILITY OF ANY TYPE, WHETHER EXPRESS OR IMPLIED, ARISING FROM OR RELATING TO THE USE OF THE SERVICE, DATA, NLINK OR THE ASSET TRACKERS IN APPLICATIONS WHERE FAILURE OF THE SERVICE OR AN ASSET TRACKER COULD RESULT IN LOSS OF LIFE, SERIOUS PERSONAL INJURY, OR SIGNIFICANT PHYSICAL OR ENVIRONMENTAL DAMAGE INCLUDING, BUT NOT LIMITED TO MEDICAL DEVICES, LIFE SAFETY APPLICATIONS, CONTROLS IN NUCLEAR FACILITIES, AND AIR TRAFFIC CONTROL APPLICATIONS. THE PRODUCTS ARE NOT INTENDED FOR USE IN SUCH APPLICATIONS.

  17. EXCLUSON OF LIABILITY OF DATA PLAN CARRIERS (E.G. VERIZON WIRELESS). CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT IT HAS NO CONTRACTUAL RELATIONSHIP WHATSOEVER WITH THE UNDERLYING WIRELESS SERVICE PROVIDER OR ITS AFFILIATES OR CONTRACTORS AND THAT CUSTOMER IS NOT A THIRD PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN NIMBELINK AND THE UNDERLYING CARRIER, IN ADDITION, CUSTOMER ACKNOWLEDGES AND AGREES THAT THE UNDERLYING CARRIER AND ITS AFFILIATES AND CONTRACTORS SHALL HAVE NO LEGAL, EQUITABLE, OR OTHER LIABILITY OF ANY KIND TO CUSTOMER AND CUSTOMER HEREBY WAIVES ANY AND ALL CLAIMS OR DEMANDS THEREFOR.

  18. Export and Compliance. Customer acknowledges that the Asset Trackers are subject to U.S. export and re-export control regulations and may be subject import regulations of other countries and agrees to fully comply with all such regulations applicable to its use of the Products. Each Party confirms and agrees to maintain compliance with all laws and regulations applicable to it in any way related to the Products or the Agreement, including, without limitation, labor laws and regulations and anti-bribery laws such as the U.S. Foreign Corrupt Practices Act.

  19. Performance. Each Party agrees to perform its obligations under the Agreement using diligent commercially reasonable efforts, but the performance of each Party will be excused only for the duration of any condition or event outside of its reasonable control making performance commercially impractical such as disruptions due to natural disasters, acts of war, riots, strikes or supply chain shortages or delays.

  20. Intellectual Property and Confidentiality of NimbeLink Information. Except as expressly provided in this Agreement, NimbeLink does not grant any license or other right to use any patent, copyright, trademark or other proprietary right (“IP”) of NimbeLink or its suppliers. All rights associated with the IP are expressly reserved by NimbeLink. The Service, NLink, Asset Trackers, and the Deployment Kit Dashboard contain confidential information belonging to NimbeLink, including but not limited to the firmware on the Asset Trackers. Customer shall not reproduce, modify, decompile or otherwise attempt to reverse engineer any software used in the Service or the firmware contained in the Asset Trackers. Customer shall not remove or alter any trademark, copyright notice or other designation of IP interest contained in or on the documentation or other material supplied by NimbeLink to Customer.

  21. Customer Suggestions. Customer hereby grants NimbeLink an irrevocable, sublicensable, non-exclusive, royalty-free right and license to reproduce, adapt, modify, translate, distribute, and otherwise use any ideas, feedback, comments, suggestions or other communications, whether or not patentable or copyrightable, provided by Customer regarding the Service, NLink, the Deployment Kit Dashboard, and the Asset Trackers.

  22. Indemnities. Customer hereby indemnifies and agrees to hold NimbeLink, its shareholders, employees, officers, directors, agents, affiliates and suppliers harmless from any claims and resulting costs, expenses, loss of damage related to (i) the use of the Service, the Asset Trackers or the Data Plan in any manner inconsistent with this Agreement or an Order; (ii) Customer’s use of the NLink Push Data to provide information or services to End Users of Customer; (iii) or resulting from any failure of Customer or Customer’s End Users to comply with applicable laws, regulations or industry standards applicable to their use of the Service, the Asset Trackers or the Data Plan. Further, the performance of each Party under this Agreement will be excused only for the duration of any condition or event outside of its reasonable control making performance commercially impractical such as disruptions due to natural disasters, acts of war, riots, strikes, disruptions in cellular service or supply chain shortages or delays.

  23. Compliance. Each Party confirms and agrees to maintain compliance with all laws and regulations applicable to it in any way related to the Service. Customer agrees to supply to NimbeLink such information regarding the usage of the Data Plan by Customer and any End Users as may legally be required by a communications carrier of NimbeLink.

  24. Authorized Disclosures. NimbeLink disclosures to communications carriers (e.g.Verizon) and government authorities of information related to use of the Data Plan or Service by Customer and Customer’s end users, as legally required of NimbeLink, is authorized by Customer.

  25. Resolution of Disputes; Controlling Law. Any assertion that a Party has failed to perform its obligations under this Agreement, or asserts any other claim arising from or relating to the Service, the Asset Trackers or the Data Plan (a “Claim”) shall be governed by the laws of the State of Minnesota without reference to choice of law or conflict of law principles. The Parties each consent to personal jurisdiction within the State and Federal courts for Hennepin County, Minnesota as the exclusive jurisdiction in which to bring any Claims. Any Claim in any form based on any cause of action or legal theory must be brought within one (1) year after the date the cause of action underlying that Claim first accrued.

  26. Electronic Interchange; Notice. Each Party agrees that notices provided to the other related to the Agreement will be valid if sent by email to authorized addresses (notwithstanding any failure of the recipient’s email system, spam filters or similar impediments) or by courier service or regular U.S. mail to an authorized address, the parties main office or through subsequent notice to the other Party. Emails constitute writings and electronic facsimiles of original signatures constitute written approval for purposes of the Agreement.

  27. General. The Agreement constitutes the entire agreement between the Parties hereto with respect to the Service, the Asset Trackers and Data Plans provided through NimbeLink for the Asset Tracker Service and supersedes any and all prior agreements, discussions, negotiations, arrangements, or understandings, whether written, oral or implied, with respect to the subject matter of the Agreement. Terms which by their natural interpretation extend beyond the term of this Agreement will be deemed to survive the termination of this Agreement (e.g. perpetual license grants). This Agreement may not be modified or amended without the prior written consent of each Party for accepted Orders as evidenced by a mutually signed written amendment hereto. NimbeLink may alter these Terms at any time and such alterations will apply to any Orders accepted after the date of that modification. Should any one or more parts of this Agreement be declared invalid through arbitration or by any court of competent jurisdiction for any reason, such decisions shall not affect the validity of any remaining portions, which shall remain in full force and effect as if this Agreement had been executed with the invalid parts thereof eliminated. The relationship between the Parties under this Agreement is that of independent contractors. This Agreement does not grant authority for either Party to act for the other in any agency or any other capacity nor to make commitments of any kind for the account of or on behalf of the other Party. The employees or agents of one Party shall not be deemed to be employees or agents of the other Party for any purpose. Except in connection with a change of control event such as a merger or the sale of substantially all the business assets of a Party, neither Party may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other Party. This Agreement shall be binding upon and inure to the benefit of each Party and their respective successors and permitted assigns. Failure to insist upon strict compliance of any of the terms of the Agreement shall not be deemed a waiver of such term.


NimbeLink Corp. values the business relationships that help it grow and is committed to protecting the privacy of the personal information shared with it by customers, prospective customers, suppliers and partners. This Privacy Statement describes the approach NimbeLink takes to collecting, using and protecting information of others that identifies them personally (Personal Information). By using this website you consent to NimbeLink’s collection, disclosure and use of your Personal Information in accordance with this Statement.

  1. What information does NimbeLink collect from users?

    Information You Provide​ You may select opportunities to supply NimbeLink with your Personal Information. Examples of things you might do include: using a contact form, signing up for a newsletter or alert, placing orders, requesting quotes, and emailing NimbeLink with questions, comments, or requests.

    • Cookies, Google Analytics and Other Information Automatically Collected From Users - NimbeLink may use “cookies” or other methods of tracking usage of NimbeLink websites and systems that generate Personal Information related to individual users, as well as aggregated usage data. Cookies are files with small amounts of data, which may include an anonymous unique identifier. Cookies are sent to your browser from a website and stored on your computer’s hard drive. You can instruct your browser to refuse all cookies or to tell you when a cookie is being sent. However, if you do not allow cookies, you may not be able to use some portions of the website.

    • Invisible reCAPTCHA.​ NimbeLink uses Invisible reCAPTCHA on its website. By using this website you agree that we may use Invisible reCAPTCHA to collect Personal Information and that you agree to the Google Privacy Policy https://www.google.com/intl/en/policies/privacy/​ and Terms of use (​https://www.google.com/intl/en/policies/terms/​)

    • Google Analytics.​ NimbeLink may implement services available through Google Analytics to receive information regarding usage of NimbeLink web sites and related resources. While this may not result in Personal Information regarding any user, users may implement any controls or restrictions on their usage or other information about them as available through Google Analytics.

    • HubSpot.​ NimbeLink may implement HubSpot’s technology which uses cookies or similar technologies to track visitors of the NimbeLink web sites and gather demographic information about them. These cookies are used to collect information about how visitors use our web sites and help identify them when they return to our sites. We use the information gathered by these cookies to help us improve our website functionality and content and to customize our marketing efforts through various media and formats. Use of HubSpot technology is subject to the HubSpot Privacy Policy (​https://legal.hubspot.com/privacy-policy​)

  2. How does NimbeLink use Personal Information?

    NimbeLink will use Personal Information only for the business purposes related to its submission. Examples of use include:
    • providing the user with requested information or services;
    • communicating with the user;
    • providing the user with information regarding third party goods or services that are relevant to the user;
    • providing the user with information about the website or required notices;
    • improving the NimbeLink website and the services NimbeLink provides;
    • providing NimbeLink’s contractors and vendors sufficient information to provide goods and services requested by the user;
    • generating and analyzing statistics about the use of the NimbeLink website; and
    • detecting, preventing and responding to fraud, violations of the law and misuse of the website.
  3. How does NimbeLink protect Personal Information?

    NimbeLink will use reasonable business measures to ensure Personal Information remains accurate and is protected from unauthorized disclosure or use. While NimbeLink endeavors to maintain reasonable administrative, technical, and physical safeguards for the information collected by the website, no information system is 100% secure. NimbeLink is not responsible for the security of information transmitted by a user to its website over networks that NimbeLink does not control.

    NimbeLink may disclose Personal Information to suppliers, partners and advisors who are under agreement with NimbeLink to protect that information and to use it for the purposes described in section 2 above. NimbeLink may be required to supply Personal Information to various government personnel in connection with data service plans. NimbeLink will not sell or otherwise share Personal Information for any other purpose.

  4. What about the third party links on NimbeLink’s website?

    NimbeLink has relationships with a variety of third parties, some of whom may have links to their organizations included in the NimbeLink website. NimbeLink is not responsible for the websites or the data gathering or usage practices of any other organization.

  5. What if I don’t want NimbeLink to keep or use my Personal Information?

    Users may notify NimbeLink that they no longer want to receive notices or information from NimbeLink. Upon request, NimbeLink will remove a user’s Personal Information from NimbeLink systems (except as required to perform any agreements between NimbeLink and that party, or to comply with applicable law). These steps can be taken by email request to privacy@nimbelink.com​.

  6. What about changes to this Privacy Statement?

    NimbeLink may make changes to this Privacy Statement at any time and will post updates describing any significant changes in the way it collects or uses Personal Information on its website.

    Questions regarding this Privacy Statement should be directed by email to privacy@nimbelink.com​.


  1. Applicability. These Terms and Conditions of Sale (the “Terms”) apply to and govern all sales of products (“Products”) offered for sale by NimbeLink Corp. (“NimbeLink”) to customers identified in quotations from NimbeLink (“Customer”) except to the extent these Terms have been modified or superseded explicitly under any other agreement signed in writing by an officer of NimbeLink. NimbeLink and Customer are each a “Party” and are referred to collectively as the “Parties” in these Terms.

  2. Orders. Customers may order Products by issuing purchase orders in conformity with quotations issued by NimbeLink (“Orders”). Orders will be binding upon NimbeLink only if accepted expressly and in writing by NimbeLink. The agreement between the Parties for any Order (the “Agreement”) consists of: (i) these Terms; (ii) the Products, prices, quantities, payment and delivery terms consistent with a NimbeLink quote set forth in or incorporated in the Order; and (iii) and any modifications or additions to these Terms accepted in writing by an officer of NimbeLink; no provision of any Customer purchase order will be binding upon NimbeLink unless expressly accepted by NimbeLink in that manner.

  3. Modification of Orders. Unless otherwise specified in the Agreement, Customer may modify quantities or schedules for delivery of Product under an accepted Order by delivering written notice to NimbeLink in the method set forth below given more than forty-five (45) days in advance of the first scheduled delivery date set forth in that Order; after that point in time Orders are fixed commitments of Customer and may be modified only if agreed in writing by an officer of NimbeLink.

  4. Prices; Taxes and Associated Charges. All prices quoted by NimbeLink are valid only for Orders placed within the period of validity set forth in the NimbeLink quotation and are otherwise subject to change at any time. Prices are subject to correction for clerical and typographical errors. All prices quoted by NimbeLink are quoted Ex Works the NimbeLink or its contractors’ facility (IncoTerms©2010) and are exclusive of: (i) sales, use, value-added, excise or other taxes, (ii) shipping and insurance charges, and (iii) duties, fees, tariffs or other governmental charges, all as they may apply to any Order; all such amounts are payable by Customer and will be reimbursed to NimbeLink at its cost if paid by NimbeLink. Unless Customer provides NimbeLink with a valid exemption certificate for the destination specified in the Agreement, NimbeLink shall include sales tax as a separate line item on the invoice for the Order and Customer shall pay such amounts when due.

  5. Shipping and Insurance. All Products will be shipped from NimbeLink or its contractor’s facility to a Customer designated location in the United States of America using a tracked shipment means and carrier selected by NimbeLink. Customer receives title to the Products and will bear the risk of loss to Products upon delivery of the Products by NimbeLink or its contractor to the selected shipper (“Delivery”). The costs of shipping and insurance following Delivery are additional to quoted prices and are separately payable by Customer or will be reimbursed to NimbeLink if paid by it.

  6. Inspection and Acceptance. Customer shall be deemed to have accepted the Product upon Delivery unless it notifies NimbeLink in writing within ten (10) days following Customer receipt of the Product at the destination specified in the Agreement (“Receipt”) that Customer has identified any defect in the condition, product identification, quantity delivered or functioning of the Product against the then-current version of published NimbeLink Product specifications for the Product (the “Specifications”). Any use of the Product in advance of any such notice constitutes acceptance. Unless otherwise stated in the Agreement, NimbeLink may fill Orders through partial shipments. Customer shall inspect the condition of packaging upon Receipt and claim directly from the shipper for any identified damage.

  7. Payment. All amounts due for Products and associated charges will be invoiced by NimbeLink upon Delivery and payment by Customer to NimbeLink in United States Dollars according to the instructions set forth in the invoice shall be due thirty (30) days after the invoice date. Late payment charges equal to one percent (1%) of any amounts not paid when due shall accrue and be payable by Customer for each calendar month in which those amounts remain unpaid, subject to any limits on such charges at law. NimbeLink retains a purchase money security interest in all Products purchased under an Order until the purchase price and associated charges are paid in full. In the event of Customer’s failure to pay invoices when due, NimbeLink shall have the rights of a secured Party, in addition to other remedies available to it. Customer shall reimburse NimbeLink for all costs and fees incurred by NimbeLink in collection of past due amounts.

  8. Warranty and Returns

    A. Limited Warranty. Subject to the remaining provisions of these Terms, NimbeLink warrants to Customer only, and not directly to customers of Customer or others, that the Products will conform to the applicable Specifications in all material respects and be free of defects in materials or workmanship for a period of one (1) year beginning on the date of Delivery of that Product. NimbeLink does not warrant that any software incorporated in the Products will be error-free. NimbeLink shall not have any warranty obligation for Products: (i) identified on the NimbeLink quote as “pilot” “trial use”, “beta” or similar designation, (ii) not fully tested by NimbeLink at the written direction of Customer, (iii) damaged following Delivery (in shipping or otherwise), (iv) altered by Customer or others in any manner, (v) used in any manner inconsistent with the Agreement or the Specifications for that Product, or (vi) caused to fail by a product or service not provided by NimbeLink. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WARRANTIES SET FORTH ABOVE ARE THE ONLY WARRANTIES MADE BY NIMBELINK WITH RESPECT TO THE PRODUCT; ALL OTHER WARRANTIES WHETHER EXPRESS OR IMPLIED ARE HEREBY EXCLUDED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

    B. Return Procedures. If Customer believes a Product is subject to a warranty claim, Customer shall contact NimbeLink through its web-site or other published support procedures and provide the information and follow the commercially reasonable tests identified by NimbeLink as designed to confirm whether a defect exists. If the problem persists, NimbeLink shall issue a Return Material Authorization (“RMA”) and Customer shall return the Product by prepaid shipping at its cost to NimbeLink according to the instructions in the RMA. Promptly upon receipt, NimbeLink will perform factory acceptance tests and similar methods to replicate or confirm the presence of the reported defect. If defects are confirmed, NimbeLink shall, in a prompt, commercially reasonable time, at its option either: (i) repair the Product, (ii) replace the Product with a functionally equivalent Product meeting the Specifications, or (iii) if repair or replacement is not commercially feasible as reasonably determined by NimbeLink, refund to Customer the purchase price of the Product. Repaired or replacement Products may be re-conditioned or new and will be covered by the remaining term of the original warranty term for the defective Product. Risk of loss to Products returned by Customer will remain with Customer except when in the possession of NimbeLink. Title to all replaced or refunded Products will vest in NimbeLink upon Delivery of the replacement or payment of the refund. If no defects are identified, NimbeLink shall notify Customer of that circumstance in writing. Product returned to NimbeLink without a valid RMA will be shipped back to Customer unopened at Customer’s cost. NimbeLink will return all repaired, replacement, or non-defective Products by prepaid shipping at its cost to Customer according to original shipping instructions, or agreed updated instructions and will bill those charges to Customer for unauthorized returns only. The remedies set forth in this Section are the exclusive remedies available to Customer for any claims related to the condition, use or functioning of the Products.

  9. Limitations of Damages and Remedies. THE LIABILITY OF NIMBELINK FOR ANY CLAIMS, WHETHER BASED IN CONTRACT, WARRANTY, TORT OR OTHERWISE, ARISING FROM OR RELATING TO THE AGREEMENT OR THE PRODUCTS ARE LIMITED TO DIRECT DAMAGES INCURRED BY CUSTOMER NOT EXCEEDING THE PURCHASE PRICE PAID FOR THE PRODUCTS INVOLVED IN SUCH CLAIM. IN NO EVENT WILL NIMBELINK BE LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, AND THE PRICES OF THE PRODUCTS ARE SET AS A CONSIDERATION FOR THESE LIMITS.

    IN ADDITION TO THE PRECEDING LIMITS, NIMBELINK FULLY DISCLAIMS ANY LIABILITY OF ANY TYPE, WHETHER EXPRESS OR IMPLIED, ARISING FROM OR RELATING TO THE USE OF THE PRODUCTS IN APPLICATIONS WHERE FAILURE OF A PRODUCT COULD RESULT IN LOSS OF LIFE, SERIOUS PERSONAL INJURY, OR SIGNIFICANT PHYSICAL OR ENVIRONMENTAL DAMAGE INCLUDING, BUT NOT LIMITED TO MEDICAL DEVICES, LIFE SAFETY APPLICATIONS, CONTROLS IN NUCLEAR FACILITIES, AND AIR TRAFFIC CONTROL APPLICATIONS; THE PRODUCTS ARE NOT INTENDED FOR USE IN SUCH APPLICATIONS.

  10. Intellectual Property. Except as expressly provided in these Terms or other provisions of the Agreement, the sale of Products does not constitute a grant of any license in or other right to use any patent, copyright, trademark or other proprietary right (“IP”) of NimbeLink or its suppliers, other than the right of Customer to use the Product and its documentation as supplied by NimbeLink for uses consistent with the Specifications and the Agreement, including transfer of such rights to any customer of Customer acquiring the Products. All other rights associated with the IP are expressly reserved by NimbeLink. Customer shall not remove or alter any trademark, copyright notice or other designation of IP interest contain in or on the Product or the documentation or other material supplied by NimbeLink to Customer. Except as separately permitted by law, Customer shall not disassemble, modify, create derivative works from or re-distribute separate from the Product any software contained within the Product.

  11. Export and Compliance. Customer acknowledges that the Products are subject to U.S. export and re-export control regulations and may be subject import regulations of other countries and agrees to fully comply with all such regulations applicable to its use of the Products. Each Party confirms and agrees to maintain compliance with all laws and regulations applicable to it in any way related to the Products or the Agreement, including, without limitation, labor laws and regulations and anti-bribery laws such as the U.S. Foreign Corrupt Practices Act.

  12. Indemnities. Customer hereby indemnifies and agrees to hold NimbeLink, its shareholders, employees, officers, directors, agents, affiliates and suppliers harmless from any claims and resulting costs, expenses, loss of damage related to the use of the Products in any manner inconsistent with the Agreement or Specifications or resulting from any failure of Customer or its customers to comply with applicable laws, regulations or industry standards for product safety applicable to their use of the Products.

  13. Performance. Each Party agrees to perform its obligations under the Agreement using diligent commercially reasonable efforts, but the performance of each Party will be excused only for the duration of any condition or event outside of its reasonable control making performance commercially impractical such as disruptions due to natural disasters, acts of war, riots, strikes or supply chain shortages or delays.

  14. Resolution of Disputes; Controlling Law. If either Party asserts the other has failed to perform its obligations under the Agreement, or asserts any other claim arising from or relating to the Products (a “Claim”) it may provide written notice to the other Party specifying the basis for that Claim; if such circumstances are not fully corrected within twenty (20) days after delivery of that notice, the claiming Party may commence proceedings to resolve that Claim as provided in this Section. All Claims shall be governed by the laws of the State of Minnesota without reference to choice of law or conflict of law principles. The Parties each consent to personal jurisdiction within the State and Federal courts for Hennepin County, Minnesota as the exclusive jurisdiction for bring any Claims. Any Claim in any form based on any cause of action or legal theory must be brought within one (1) year after the date the cause of action underlying that Claim first accrued.

  15. Electronic Interchange; Notice. Each Party agrees that notices provided to the other related to the Agreement will be valid if sent by email to authorized addresses set forth in the Agreement (notwithstanding any failure of the recipient’s email system, spam filters or similar impediments) or by courier service or regular U.S. mail to the authorized address set forth in the Agreement or though subsequent notice to the other Party. Emails constitute writings and electronic facsimiles of original signatures constitute written approval for purposes of the Agreement.

  16. General. The Agreement constitutes the entire agreement between the Parties hereto with respect to each covered Order and supersedes any and all prior agreements, discussions, negotiations, arrangements, or understandings, whether written, oral or implied, with respect to the subject matter of the Agreement. This Agreement may not be modified or amended without the prior written consent of each Party for accepted Orders as evidenced by a mutually signed written amendment hereto. NimbeLink may alter these Terms at any time and such alternations will apply to any Orders accepted after the date of that modification. Should any one or more parts of this Agreement be declared invalid through arbitration or by any court of competent jurisdiction for any reason, such decisions shall not affect the validity of any remaining portions, which shall remain in full force and effect as if this Agreement had been executed with the invalid parts thereof eliminated. The relationship between the Parties under this Agreement is that of independent contractors. This Agreement does not grant authority for either Party to act for the other in any agency or any other capacity nor to make commitments of any kind for the account of or on behalf of the other Party. The employees or agents of one Party shall not be deemed to be employees or agents of the other Party for any purpose. Except in connection with a change of control event such as a merger or the sale of substantially all the business assets of a Party, neither Party may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other Party. This Agreement shall be binding upon and inure to the benefit of each Party and their respective successors and permitted assigns. Failure to insist upon strict compliance of any of the terms of the Agreement shall not be deemed a waiver of such term.


  1. Introduction

    These Terms of Use (“Terms”) document the binding agreement between NimbeLink Corp., a business corporation organized under Delaware law (“NimbeLink”) and each user (“User”) of the NimbeLink web sites and the resources and services made available through those web sites (the “Resources”).

    These Terms are accepted by Users through their access to and use of the Resources. Some Resources, such as interactive support services or specialized technical content, may require Users to provide additional confirmation of their agreement to these and additional terms prior to gaining access to those Resources.

    These Terms relate to use of the Resources. Users may have separate legal agreements with NimbeLink and, if so, these Terms apply in addition to any such agreements but do not alter or override those agreements as to the subject matter of those separate agreements.

  2. Use of Resources

    Users may make use of the Resources for the internal business purposes of Users and the organizations for which they work, consistent with these Terms.

    Users will comply with these Terms and the policies and guidelines for use of Resources that are set forth in or referenced in the Resources. These include, among other items, the NimbeLink Privacy Statement available for review on the Resources.

    Users may not use the Resources for any illegal purpose, may not interfere with the Resources or the use of the Resources by others, may not attempt to access the Resources except through the means and instructions NimbeLink provides, nor reframe or otherwise take actions to pass off the Resources as their own.

    NimbeLink may fully monitor usage of the Resources by all Users and may restrict or block User access to any Resources if it determines, for any reason, that such actions are needed to ensure the Resources are used properly and according to these Terms.

  3. Content

    NimbeLink is pleased to make available to Users an extensive and frequently updated body of content relating to our company, our products and services, our customers and partners, and developments in the realm of the Internet of Things and machine­to­machine communications generally (the “Content”).

    All Content posted by NimbeLink on the Resources, and the copyright and other proprietary rights in that Content, is owned by NimbeLink or third parties as noted, and such rights remain in place when posted. Users may not remove, or obscure any copyright, trademark, or similar notices of such rights from any Content.

    Certain technical Content is made available for review and downloading. Those items contain additional notices regarding the rights in that Content, the manner in which Users may make use of it, disclaimers and other information related to that Content. Compliance with such embedded notices is required by all Users accessing that Content.

    Content that is made available on the Resources, directly or by supported link, owned by third parties (Third Party Content) may be subject to additional terms regarding its use. Compliance with those terms is required of all Users accessing that Third Party Content. While NimbeLink intends for this Third Party Content to be useful for Users, NimbeLink is not responsible for the accuracy or completeness of any Third Party Content and posting or linking to Third Party Content it is not an endorsement of that material by NimbeLink.

    Users acknowledge that Content may become unavailable for any reason and that NimbeLink is not responsible for any interruption in or termination of the availability of any Content, nor for the consequences of User’s reliance on the availability of any Content.

  4. User Information

    Users may have opportunities to supply information in certain contexts when using the Resources (“User Information”). User retains all copyright, trademarks or other proprietary rights it holds in the User Information once submitted. Each User does represent to NimbeLink that the User has the right to supply User Information to NimbeLink without infringing the rights of any other person or organization.

    User will strive to keep User Information accurate and updated. User will not supply User Information that is confidential unless User and NimbeLink have separately entered into an agreement governing the use and nondisclosure of confidential information (an “NDA”) and that User Information is properly noted as confidential when disclosed consistent with the NDA.

    Except as limited in any NDA between User and NimbeLink, and subject to the NimbeLink Privacy Statement with respect to the Personal Information of Users (as defined in that Statement), User grants NimbeLink a worldwide, no cost license to use User Information in interacting with User, and to store, copy, publicly display, make derivate works of and distribute User Information for any purpose.

  5. Changes to Terms and Resources

    NimbeLink may make changes in the Resources and Content at any time. User understands that access to the Resources and Content may be interrupted or terminated as a result of these changes.NimbeLink may also make changes in these Terms by posting updated terms on the Resources, which changes will apply from the time they are posted.

  6. Support Services

    NimbeLink may, as an accommodation to its prospective customers, suppliers or business partners, and at no cost to them, provide specific information requested by Users that have established Support Services accounts on the Resources.

    Such Support Services are voluntary on the part of NimbeLink and may be provided, or declined, by NimbeLink in its sole discretion. Users will supply accurate information in the account set­up and will keep their contact information current.

    Users acknowledge that Support Services are provided by NimbeLink “AS­IS”, without warranty of any type and may not be relied upon by Users except at their own risk. Contracted services may be made available under separate mutual written agreement of NimbeLink and Users.

  7. Disclaimers and Limitations of Liability

    While efforts are made to ensure accuracy, typographical and other errors may exist in this Content and these Terms. NimbeLink welcomes input from Users on the Content and any errors noted, and may post corrections but does not commit to do so.

    NimbeLink products are sold subject to its published Terms and Conditions, subject to any separate agreements with its customers.

    NO WARRANTY OF ANY TYPE IS EXTENDED BY THESE TERMS RELATED TO THE RESOURCES, CONTENT, SUPPORT SERVICES OR ANY PRODUCT OR SERVICE OF NIMBELINK, INCLUDING, BUT NOT LIMITED TO, IMPLIED, EXPRESS OR OTHER WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, AND NON­INFRINGEMENT.

    TO THE FULLEST EXTENT PERMITTED BY CONTROLLING LAW, THE LIABILITY OF NIMBELINK FOR ANY CLAIMS, WHETHER BASED IN CONTRACT, WARRANTY, TORT OR OTHERWISE, ARISING FROM OR RELATING TO THE RESOURCES OR CONTENT ARE LIMITED TO DIRECT DAMAGES INCURRED BY THE OTHER PARTY NOT EXCEEDING $100 OR, IF GREATER, THE MINIMUM LIABILITY PERMITTED UNDER CONTROLLING LAW. IN NO EVENT WILL NIMBELINK BE LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED WARRANTY OR REMEDY HEREIN.

    Users and the organizations on behalf of which they are using the Resources, Content or Support Services, will hold harmless and indemnify NimbeLink and its affiliates, officers, directors, employees and agents from any claim, suit, legal action, or demand arising from or relating to: (i) the accessing or use of the Resources, Content, Support Services by that User or organization or (ii) any violation of these Terms by that User or organization, including, but notlimited to, all costs, liability, expense, and judgements incurred by NimbeLink or arising in connection with any such claim.

  8. Termination of This Agreement

    These Terms will remain in effect, as amended, for all periods in which User access or uses the Resources.

    User may bring the agreement between it and NimbeLink under these Terms to an end by ceasing to access and use all Resources.

  9. General Provisions

    No failure by either NimbeLink or any User to exercise, and no delay in exercising, any right hereunder shall operate as a waiver or that or any future right under these Terms.

    If any one or more of the provisions of these Terms is or becomes invalid, void, illegal or unenforceable, the remaining provisions will not in any way be affected, prejudiced or impaired.

    The agreement of NimbeLink and User to these Terms is personal to each and there are no intended third party beneficiaries of this agreement.

    This agreement is not assignable by either party in whole or in part without the written consent of the other except to any of its majority owned affiliates or to the acquiring person or the merged entity in the event of a merger or a sale of all or a substantial portion of such party’s assets or stock.

    Neither party shall be liable for any failure or delay in fulfilling the Terms due to fire, strike, war, civil unrest, terrorist action, government regulations, Act of Nature, supply chain disruption or other causes which are unavoidable and beyond the reasonable control of the party claiming force majeure.

    The laws of State of Minnesota govern this Agreement and all transactions hereunder exclusive of any provisions of the United Nations Convention on the International Sale of Goods and without regard to principles of conflicts of law. The parties hereto agree that they shall commence any action with respect to any claims or disputes pertaining to this Agreement or to any matter arising out of or related to this Agreement in the United States District Court for the District of Minnesota, so long as the action falls within the subject matter jurisdiction of such Court; in the event any such action shall be determined to be outside its subject matter jurisdiction, then the parties agree to commence any such action in the Minnesota State Courts located within Hennepin County, Minnesota. The parties expressly submit and consent in advance to such jurisdiction in any action or suits commenced in any such Court and hereby waive any objection based upon lack of personal jurisdiction, improper venue or ​forum non conveniens. The parties hereto expressly waive any right they may have to a jury trial and agree that any proceedings under this Agreement shall be tried by a judge without a jury.

    These Terms constitutes the complete agreement between the parties respecting the subject matter. This Agreement may not be extended, amended, terminated, or superseded except by agreement in writing between the parties. This Agreement supersedes all previous agreements between the NimbeLink and the Customer, whether oral or written, regarding subject matter hereof.