SENSENET PLATFORM
TERMS OF USE
Effective:
Acceptance of the Platform Terms of Use
These Terms of Use apply to the SenseNet web platform and all services, applications, and websites offered by SenseNet to you from time to time (collectively, the “Platform”), together with any documents and additional terms expressly incorporated by reference herein (collectively, these “Terms”), constitute a legal agreement and are entered into between you and SenseNet Inc. (“SenseNet” or “we”, “us”, or “our”).
These Terms govern your access to and use of the Platform, including any material, content, software, information, deliverables, functionality, and services offered on or through the Platform, in whatever form, medium or technology (collectively, “Platform Content”).
BY USING THE PLATFORM, OR ACCEPTING THESE TERMS IN ONE OR MORE WAYS, YOU ACCEPT AND AGREE TO BE BOUND AND COMPLY WITH THESE TERMS, ON BEHALF OF YOURSELF AND, IF APPLICABLE, THE ENTITY THAT YOU REPRESENT AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY TO ENTER INTO THESE TERMS, ON BEHALF OF YOURSELF AND THE ENTITY THAT YOU REPRESENT. IF YOU DO NOT AGREE TO THESE TERMS, OR YOU DO NOT HAVE SUCH AUTHORITY, YOU MUST NOT ACCESS OR USE THE PLATFORM.
Privacy Policy and other policies apply
Privacy Policy. By providing or generating any User Content (as defined below), including personal information, and using the Platform, you consent to the collection, use, reproduction, hosting, transmission, and disclosure of any such information in accordance with the Privacy Policy, as we deem necessary for the use and functionality of the Platform. Our privacy policy (the “Privacy Policy”) is located at www.sensenet.ca/privacy.
Policies incorporated by reference. Any other policies or guidelines in effect from time to time and posted or made available on the Platform (collectively, our “Policies”) are hereby incorporated into these Terms by reference.
Use of the Platform, account setup, and security
Account credentials. Any username, password, or any other piece of information chosen by you, or provided to you as part of our security procedures, must be treated as confidential, and you must not disclose it to any other person or entity, even within your organization. You must exercise caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You understand and agree that should you be provided an account, your account is personal to you and you agree not to provide any other person with access to the Platform or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you logout from your account at the end of each session. You are responsible for any password misuse or any unauthorized access.
Right to suspend, disable, or terminate accounts. Subject to these Terms, we reserve the right at any time and from time to time, to suspend, limit, disable, or terminate your account, any username, password, or other identifier, including in respect of any or all User Content that you provide or generate, in our sole discretion for any or no reason, including any violation of any provision of these Terms or to comply with applicable laws.
Security. The security of your personal information is important to us. We use physical, electronic, and administrative measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure.
The safety and security of your information also depends on you. You are responsible for obtaining your own access to the Platform. Access to the Platform may require user registration, including your name and contact information (your “Account Information”). It is a condition of your ongoing use of the Platform that all Account Information that you provide on the Platform is correct, current, and complete.
No circumvention of Platform security. You are prohibited from attempting to circumvent and from violating the security of the Platform, including, without limitation: (a) accessing content and data that is not intended for you; (b) attempting to breach or breaching the security and/or authentication measures which are not authorized; (c) harvesting, collecting, gathering or assembling information or data regarding other users; (d) restricting, disrupting or disabling service to users, hosts, servers, or networks; (e) illicitly reproducing TCP/IP packet header; (f) disrupting network services and otherwise disrupting our ability to monitor the Platform; (g) using any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform; (h) using software or automated agents or scripts or human actors to produce multiple user accounts on the Platform, or to generate automated searches, requests, or queries to, or to strip, scrape, or mine data from, the Platform; (i) introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (j) attacking the Platform via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing, or crashing or similar; and (k) otherwise attempting to interfere with the proper working of the Platform and its security or access by any other user.
Information transmission risks. Unfortunately, the transmission of information via the Internet is not completely secure. Although we try to protect your personal information, we cannot guarantee the security of yours or any information transmitted to, or through, the Platform, including personal or sensitive information. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Platform.
Consent to Interactive Functions. Your Account Information and User Content (as defined below) may be provided or generated on or through the Platform by a variety of means, including directly on the Platform or by email and third-party websites and applications (collectively, “Interactive Functions”). By providing such Account Information or posting User Content, you consent to the submission and collection of same in accordance with our Privacy Policy and our other Policies.
Minimum age. The Platform is not intended for anyone under the age of majority in the jurisdiction of their residence. If you are under the age of majority in the jurisdiction in which you reside, you may access and use the Platform only with the consent of a parent or guardian or an authorized representative and supervisor from the entity that you represent.
Lawful uses only. As a condition of your access to and use of the Platform, you agree that you may use the Platform only for lawful purposes and in accordance with these Terms.
No requirement to monitor User Content. We have no obligation nor any responsibility to any party to monitor the Platform or its use, and do not and cannot undertake to review material that you or other users provide or generate on the Platform. We cannot ensure prompt removal of objectionable material after it has been posted and we have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party, subject to applicable laws.
No support or maintenance unless agreed. Except as expressly agreed with an authorized representative of SenseNet in a duly executed commercial subscription agreement (your “Subscription Agreement”), you acknowledge and agree that we will have no obligation to provide you with any support or maintenance in connection with the Platform.
Fees and billing
Billing. If you purchase a subscription to the Platform, you may be required to provide complete and accurate billing information to SenseNet prior to being granted access to the Platform, including a valid payment method or agreed payment terms. For paid subscriptions, we will automatically charge your payment method on each agreed-upon periodic renewal until you cancel unless otherwise agreed in your Subscription Agreement. You are responsible for all applicable taxes. If your payment cannot be completed in a timely manner for any reason, we may downgrade your account or suspend your access to the Platform until payment is received.
Changes to pricing and payment terms. We reserve the right, at our sole discretion, to change the prices for your access to the Platform or any other terms and conditions of any payment plan. SenseNet will provide written notice at least 30 days prior to the effective date of such change. If you do not wish to accept such change, your sole remedy is the discontinuation of your use and access of the Platform within 30 days. Your continued use of the Platform after the effective date of such change shall constitute your agreement to the amended prices or payment plan terms and conditions, as applicable.
No insurance coverage included in fees. Payment for use of and access to the Platform is intended to only cover applicable subscription fees, and associated services for various SenseNet Products, and does not include insurance coverage for a user. Please discuss with and obtain suitable insurance coverage through your third party insurer.
Platform and Platform Content
SenseNet ownership of the Platform and Platform Content. You understand and agree that the Platform and Platform Content are and will be owned exclusively by SenseNet, its licensors, or other providers of such material and are protected in all forms by intellectual property laws, including copyright, trademark, patent, trade secret, and any other proprietary rights.
Trademarks. SenseNet’s name, logos, and all related or affiliated names, logos, product and service names, designs, images, and slogans are trademarks (collectively, “Trademarks”) of SenseNet or its affiliates or licensors. You will not use SenseNet’s Trademarks without the prior written permission of SenseNet. Other Trademarks mentioned or which appear on the Platform are the Trademarks of their respective owners. Use of any such third party Trademarks, except as expressly authorized herein, will constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action. You are permitted to use our Trademarks strictly in accordance with our Policies posted on the Platform from time to time.
SenseNet license grants. Subject to these Terms and our Policies, SenseNet grants you a limited, non-exclusive, non-assignable, non-sublicensable, non-transferrable, revocable, royalty-free, worldwide license to use the Platform and Platform Content as made available to you from time to time.
Use of and access to the Platform and Platform Content. Except as expressly agreed in your Subscription Agreement, you may only use the Platform and Platform Content for your personal and non-commercial use.
You will not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of Platform Content, in any form, medium or technology whatsoever except:
- your computer and browser may temporarily store or cache copies of materials being accessed and viewed; and
- a reasonable number of copies for personal use only may be printed with any proprietary notices thereon, which may only be used for non-commercial and lawful personal use and not for further reproduction, publication, or distribution of any kind on any medium whatsoever.
Users are not permitted to extract, create, or modify copies of Platform Content and you will not delete or alter any copyright, trademark, or other proprietary rights notices thereon.
If you print, copy or download any part of the Platform or Platform Content in breach of these Terms, your right to use the Platform and Platform Content will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
Reservation of Rights. You have no right, title, or interest in or to the Platform or to Platform Content, and all rights not expressly granted in these Terms are reserved by SenseNet. Any use of the Platform or Platform Content not expressly permitted by these Terms is a breach of these Terms and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws.
Sales and commercial licensing arrangements. Please contact SenseNet at info@sensenet.ca if you are interested in gaining access to the Platform or modifying terms of your Subscription Agreement.
User Content
“User Content” means any and all information and content that a user provides, submits to or engages, uses, accesses, or generates from or using the Platform (e.g. accessing the Platform for fire monitoring services).
User authority. By providing or generating User Content, you represent and warrant that you own or have the necessary rights in such User Content and that you have the right to grant the licenses contemplated herein in respect of the User Content. You represent and warrant that all User Content will comply with applicable laws and regulations and these Terms.
User license grants. By providing any User Content to or using the Platform, you grant us and our licensees, successors and assigns a non-exclusive, world-wide, royalty-free and fully paid, perpetual, irrevocable, assignable and sublicensable, licence and right to use your User Content for any lawful use or business purpose, including analytics, benchmarking, research, and general training and improvements to the Platform, sharing with external third parties, reproducing, copying, and transmitting to third parties, all without requiring further notice or consent and to the extent compliant for privacy laws, including Canadian federal privacy laws such as the Personal Information Protection and Electronic Documents Act (PIPEDA). You further waive any and all moral rights, and upon request will waive all moral rights while using and after ceasing to use the Platform, in respect of your User Content.
Responsibility for User Content. You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you, the entity you represent, or any third party. You may not represent or imply to others that your User Content is in any way provided, sponsored, or endorsed by SenseNet. SenseNet is not obligated to backup any User Content, and your User Content may be deleted from the Platform at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content, if permitted with any access rights or user licenses granted to your account. We are not responsible or legally liable to any third party for the content or accuracy of any User Content provided or generated by you or any other user of the Platform.
Content standards and prohibited uses. The following content standards apply to any and all User Content. Any and all User Content must comply with all applicable federal, provincial, state, local, and international laws, regulations, and terms of service. Without limiting the foregoing, you warrant and agree that your use of the Platform and any User Content will not:
- in any manner violate any applicable federal, provincial, state, local, or international law or regulation including, without limitation, any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others), or any other obligation or restriction imposed by any third party, or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms;
- in any manner violate the terms of use of any third-party website or application that is linked to the Platform, including but not limited to, any third-party social media website or other terms of use that you are required to accept as a condition of being granted access to and use of the Platform;
- include or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such legally prohibited ground or be otherwise objectionable, such determination to be made in SenseNet’s sole discretion;
- involve, provide, or contribute any false, inaccurate, or misleading information;
- impersonate or attempt to impersonate SenseNet, a SenseNet employee, another user, or any other person or entity (including, without limitation, by using email addresses, or screen names associated with any of the foregoing);
- transmit, or procure the sending of, any advertisements or promotions, sales, or encourage any other commercial activities, including, without limitation, any “spam”, “junk mail”, “chain letter”, contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation;
- encourage any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determined by us, may harm SenseNet or users of the Platform or expose them to liability;
- cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, or alarm any other person;
- promote any illegal activity, or advocate, promote, or assist any unlawful act; or
- give the impression that they originate from or are endorsed by us or any other person or entity, if this is not the case.
Feedback. If you provide us with any feedback, suggestions, quotations, endorsements or testimonials regarding the Platform (collectively, “Feedback”), you hereby assign to us all rights, title, and interest in and to such Feedback and agree that we will have the right to use such Feedback and related information for any lawful use or business purpose and in any manner we deem appropriate. We will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to us, for the purposes of providing Feedback or suggestions, any information or ideas that you consider or reasonably ought to have known to be confidential or proprietary.
Confidentiality. None of the User Content you submit to or access on the Platform will be subject to any confidentiality by SenseNet, except as expressly agreed in a Subscription Agreement.
Suspension, termination, and disclosure of User Content
We may without notice do any of the following:
- remove from or refuse to use on the Platform any User Content for any or no reason, in our sole discretion;
- take such actions with respect to any User Content deemed necessary or appropriate in our sole discretion, including, without limitation, for violating these Terms;
- take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Platform and, without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform; and
- terminate, suspend, or limit your access to all or any part of the Platform for any or no reason, including, without limitation, any violation of these Terms.
Lawful disclosure permitted. YOU HEREBY WAIVE AND HOLD HARMLESS SENSENET AND, AS APPLICABLE, ITS PARENT(S), SUBSIDIARIES, AFFILIATES, AND ALL OF THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES, ADVISORS, AGENTS, SERVICE PROVIDERS, LICENSORS, LICENSEES, SUPPLIERS, AND ALL OF THEIR RESPECTIVE SUCCESSORS (COLLECTIVELY, “SENSENET PARTIES”) FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY SENSENET AND ANY OF THE FOREGOING PARTIES RELATING TO ANY INVESTIGATIONS BY EITHER SENSENET OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.
General disclaimers
No reliance and User safeguards. The Platform and Platform Content, including SenseNet Products (as defined below) that have been deployed, are solely provided to support situational awareness and complement existing fire monitoring services. You should not exclusively rely on the Platform or Platform Content for monitoring ambient, meteorological, or environmental conditions, including forest fires (collectively, “Environmental Conditions”). SenseNet and the SenseNet Parties will not be liable for any damage, loss, or injury related to or resulting from a user’s failure to have other active or third party monitoring systems for Environmental Conditions in addition to SenseNet Products, including for any delay or failure to act or inability to sufficient act on any Platform Content made available to you.
No guarantees of accuracy or completeness. Although we make reasonable efforts to update the Platform and Platform Content where necessary or advisable, we make no representations, warranties, or guarantees, whether express or implied, that the Platform or Platform Content are accurate, complete, or up to date. Your use of the Platform and Platform Content is at your own risk and none of the SenseNet Parties will have any responsibility or liability whatsoever for your use of the Platform or Platform Content.
Third-Party Websites and Applications. For your convenience or as part of the functionality of the Platform, the Platform may provide links or pointers to third-party websites or applications. We make no representations about any other websites or applications that may be accessed from the Platform. If you choose to access any such websites or applications, you do so at your own risk. We have no control over the contents of any such websites and applications and accept no responsibility for such websites and applications or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions of such third-party sites and applications.
Disclaimer of warranties
YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE PLATFORM AND PLATFORM CONTENT IS AT YOUR OWN RISK. THE PLATFORM AND PLATFORM CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR ANY OTHER THIRD PARTY RIGHTS. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
THE SENSENET PARTIES DO NOT MAKE ANY WARRANTY, REPRESENTATION, OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE PLATFORM OR PLATFORM CONTENT. WITHOUT LIMITING THE FOREGOING, THE SENSENET PARTIES DO NOT REPRESENT OR WARRANT THAT THE PLATFORM OR PLATFORM CONTENT WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE PLATFORM WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE PLATFORM AND THE PLATFORM CONTENT AND YOUR COMPUTER, INTERNET, AND DATA SECURITY. TO THE FULLEST EXTENT PROVIDED BY LAW, SENSENET AND THE SENSENET PARTIES WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING, OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM, PLATFORM CONTENT, OR ANY SERVICES OR ITEMS USED OR ACCESSED THROUGH THE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
Limitation of liability
EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, AND SUBJECT TO THESE TERMS, UNDER NO CIRCUMSTANCE WILL ANY OF THE SENSENET PARTIES BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, OR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND INCLUDING, BUT NOT LIMITED TO, PROPERTY DAMAGE, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE PLATFORM, PLATFORM CONTENT, ANY LINKED WEBSITES OR SUCH OTHER THIRD-PARTY WEBSITES, NOR ANY WEBSITE CONTENT, MATERIALS, POSTING, OR INFORMATION THEREON EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW.
YOUR SOLE AND EXCLUSIVE REMEDY FOR SERVICEABILITY ISSUES OR OPERABILITY OR AVAILABILITY OF THE PLATFORM OR PLATFORM CONTENT, OR ANY LOSS OR DAMAGE ARISING AS A RESULT OF YOUR USE OR INABILITY TO ACCESS OR USE THE PLATFORM OR PLATFORM CONTENT, IS LIMITED TO ANY AGREED FEE CREDITS IN ACCORDANCE WITH YOUR SUBSCRIPTION AGREEMENT AND YOUR ONLY OTHER RECOURSE IS TO DISCONTINUE USING THE PLATFORM AND PLATFORM CONTENT.
To the maximum extent permitted by law, the maximum aggregate liability of all SenseNet Parties to you or any third party, under these Terms, will not exceed the lesser of (a) $1,000; and (b) any amount paid or payable to SenseNet, for access to the Platform or Platform Content, in the 3 months preceding the event giving rise to the claim.
User responsible for obtaining its insurance. You acknowledge and understand that SenseNet’s products, equipment and services, which utilize or access the Platform or Platform Content, (collectively, “SenseNet Products”) may be operating in or around extreme Environmental Conditions, including within the vicinity of forest fires. SenseNet Products should be used to support situational awareness and complement existing monitoring services for certain Environmental Conditions and is not intended for use as a complete solution for monitoring services nor a substitute for insurance. SenseNet and the SenseNet Parties will not be liable for any damage caused due to insufficient environmental monitoring coverage or insurance coverage by or for the benefit a user.
SenseNet is not an insurer. You acknowledge and accept that SenseNet is not an insurer and assumes no responsibility for any damage, loss, or injury resulting from the use, misuse, or the failure of the Platform or Platform Content (e.g. monitoring failure), User Content, or any SenseNet Products, including, but not limited to, any failure to identify Environmental Conditions or from falsely identifying non-existent Environmental Conditions (e.g. false positive detection of non-existent forest fire). In acknowledging such risks, you will be responsible for obtaining suitable insurance coverage after independent consultation with your insurer.
Third party communications interruptions. Access to and use of the Platform, and the proper functioning of SenseNet Products, relies on third party communication and electrical providers. System failures may occur and SenseNet and the SenseNet Parties are not responsible for any issues, damage, loss, or injury related to or resulting from communication service interruptions, including interruptions or loss of electricity or connectivity with cellular or satellite communications providers.
No liability during certain downtime. The Platform may be unavailable from time to time (“Downtime”) due to planned, emergency, or necessary maintenance or upgrades or repairs, but SenseNet will endeavor to provide notice of availability and updates. The Platform or deployed SenseNet Products may malfunction or not properly function during such times. SenseNet and the SenseNet Parties will not be responsible for any issues, damage, loss, or injury where notice has been provided during or within a reasonable period after such Downtime.
No Third Party Beneficiaries. These Terms do not confer any legal, equitable, or other rights or remedies of any nature whatsoever upon any third person who has not been authorized to use or granted access to the Platform or Platform Content and their respective successors and permitted assigns.
Indemnification
To the maximum extent permitted by applicable law, you will defend, indemnify, and hold harmless any or all of the SenseNet Parties from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal fees, taxes and disbursements) arising out of or relating to your breach of these Terms or your access or use of, or inability to access or use, the Platform, including, but not limited to, Platform Content, yours or other User Content, and third-party websites and applications.
General provisions.
Entire agreement. Subject to modifications as contemplated herein, these Terms constitute the sole and entire agreement between you and SenseNet regarding the subject matter herein and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
Modifications to these Terms and User acceptance. We may in our sole discretion revise and update these Terms from time to time. Any and all such modifications will be deemed to be effective, and automatically incorporated in these Terms, immediately upon publication by us and apply to all access to and continued use of the Platform. You agree to periodically review these Terms to be aware of any such modifications and your continued use of the Platform will be deemed to be your acceptance of such modifications. You may also be asked to confirm your acceptance from time to time and may be prohibited from access or use where you do not accept these Terms.
Platform modifications and availability. The information and material on the Platform, and the availability of the Platform, in whole or in part, may be changed, withdrawn, or terminated at any time in our sole discretion without notice. SenseNet and the SenseNet Parties will not be liable to you if, for any reason, all or any part of the Platform is restricted or unavailable at any time or for any period, including on a permanent basis.
Governing law. These Terms are governed by and are interpreted in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle, or rule (whether of the laws of the Province of British Columbia or any other jurisdiction) and notwithstanding your domicile, residence, or physical location.
Jurisdiction for disputes. Any action or proceeding in connection with these Terms will be instituted in the courts of the Province of British Columbia and/or the Federal Court of Canada, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.
Remedies. In the event of a claim or dispute, you agree that SenseNet may seek any legal or equitable remedies available, including the right to be entitled to injunctive relief, specific performance, or monetary damages to compensate for any harm caused by your breach or threatened breach of these Terms or violation of applicable laws or regulations.
Waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms operates, or may be interpreted, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Severability. If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
Assignment. You may not assign or transfer any rights or obligations under these Terms and any attempt to do so will be void. We may assign our rights or obligations under these Terms to any affiliate, subsidiary, or successor in interest of any business associated with the Platform or Platform Content.
Force majeure. SenseNet and the SenseNet Parties will not be responsible for the delay or performance of these Terms if prevented or delayed from meeting its terms and obligations hereunder for any reason beyond its reasonable control, including acts of God, war, sabotage, terrorism, explosion, fire, flood, earthquakes, tsunami, civil disturbances, riots, strikes, or other labour relations matters, accidents, weather, environmental factors, traffic, airport conditions, interruptions to communications facilities provided by or relying on third parties, or lack of performance or payment by any third-party.
SenseNet contact
Feedback, comments, communications, and sales inquires relating to the Platform should be directed as follows:
