A. GENERAL TERMS
This Agreement describes the terms governing your use of the InfoSense online services provided to you on the SL-DOG website at www.sl-dog.com, including content, updates, and new releases, (collectively, the “Services”). It includes by reference:
- InfoSense's Privacy Statement provided to you in the Services available on the website or provided to you otherwise.
- Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, etc.
2. YOUR RIGHTS TO USE THE SERVICES
2.1 The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by InfoSense. InfoSense reserves all other rights in the Services. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, InfoSense grants to you a personal, limited, nonexclusive, nontransferable right and license to use the Services.
2.2 You agree not to use, nor permit any third party to use, the Services or content in a manner that violates any applicable law, regulation, or this Agreement. You agree you will not:
- Provide access to or give any part of the Services to any unauthorized third party.
- Reproduce, modify, copy, deconstruct, sell, trade, or resell the Services.
- Reverse engineer, disassemble, decompile, or make any attempt to discover the source code of the Services.
- Share your dataset with entities that may attempt to aggregate and/or analyze it for benchmarking, predictive maintenance, or similar applications that require aggregated access to the acoustic blockage assessment data generated by devices based on the U.S. Patent # 8,220,484 B2.
- Make the Services available on any public, file-sharing, or application hosting service.
2.4 Each Authorized User will be provided with a unique identifier to access and use the Service (“Username”). The Username shall only be used by the Authorized User to whom it is assigned, and shall not be shared with, or used by any other person, including other Authorized Users. All access to and use of the Service via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Service is strictly prohibited.
2.5 Authorized Users and the licensing entity shall be responsible for protecting the security of Usernames and passwords, or any other codes associated to the Service known to them, and for the accuracy and adequacy of personal information provided to the Service. The licensing entity will implement policies and procedures to prevent unauthorized use of Usernames, and will promptly notify Us, upon suspicion that a Username has been lost, stolen, compromised, or misused. The licensing entity agrees to (a) immediately notify Us of any unauthorized access to or use of your password or account or any other breach of security and (b) ensure that you exit (log off) from your account at the end of each session. We cannot and will not be liable for any loss, damage or other liability arising from your failure to comply with this Section or from any unauthorized access to or use of your account. In the event of any dispute between two or more parties as to account ownership, you agree that We shall be the sole arbiter of such dispute in its sole and exclusive discretion and that Our decision (which may include termination or suspension of any account subject to dispute) shall be final and binding on all parties concerned.
3. PAYMENT. For Services offered on a payment or subscription basis, the following terms apply if the licensing entity is the User paying for the Services, unless InfoSense or its third-party affiliate notifies the licensing entity otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to the licensing entity on the website for the Services:
- Payments will be billed to the licensing entity, and the licensing entity will pay such invoices within 30 days. If payment is not received within 30 days access to the Services may be suspended.
- The licensing entity must pay with one of the following:
- A valid credit card acceptable to InfoSense;
- Sufficient funds in a checking or savings account to cover an electronic debit of the payment due;
- By another payment option InfoSense provides to the licensing entity in writing.
- If the licensing entity’s payment and registration information is not accurate, current, and complete and the licensing entity does not notify us promptly when such information changes, we may suspend or terminate the licensing entity’s account and refuse the licensing entity’s use of the Services.
- InfoSense will contact the licensing entity to renew the annual Services at the then-current rates, unless the Services are cancelled or terminated under this Agreement.
- Additional cancellation or renewal terms may be provided to you on the website for the Services.
- IF the Services are terminated cancelled or suspended you will not have access to your data on the site.
4. USE WITH YOUR MOBILE DEVICE
Use of these Services may be available through a compatible mobile device and the Internet. You agree that you are solely responsible for these requirements to access the Services, including any applicable changes, updates, and fees as well as the terms of your agreement with your mobile device and telecommunications provider.
INFOSENSE MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED AS TO:
- THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION;
- ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND
- ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.
5. YOUR PERSONAL INFORMATION. You can view InfoSense’s Privacy Statement provided with the Services and on the website for the Services. You agree to the applicable InfoSense Privacy Statement, and any changes published by InfoSense. You agree that InfoSense may use and maintain your data according to the InfoSense Privacy Statement, as part of the Services. You give InfoSense permission to combine non-identifiable information you enter or upload to the Services with that of other users of the Services and/or other InfoSense services. For example, this means that InfoSense may use your and other users’ non-identifiable, aggregated data to improve the Services or to provide ways for you to compare business practices with other users. InfoSense is a global company and may access or store personal information in multiple countries, including countries outside of your own country to the extent permitted by applicable law.
6.1 You are responsible for your content. You are responsible for all materials, data, and personal information ("Content") uploaded, posted, or stored through your use of the Services. You grant InfoSense a worldwide, royalty-free, non-exclusive license to host and use any Content provided through your use of the Services. Archive your Content frequently. You are responsible for any lost or unrecoverable Content. InfoSense is not responsible for the Content or data you submit through the Services. You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:
- Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage "flaming" others, or criminal or civil liability under any local, state, federal or foreign law;
- Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy;
- Except as permitted by InfoSense in writing, unsolicited commercial communication or engage in spamming or flooding;
- Virus, trojan horse, worm or other disruptive or harmful software or data; and
- Any information, software or Content which is not legally yours and without permission from the copyright owner or intellectual property rights owner.
6.2 Community forums. The Services may include a community forum or other social features to exchange Content and information with other users of the Services and the public (“Community Forum”). InfoSense does not support and is not responsible for the content in these Community Forums. Please use respect when you interact with other users in a Community Forum. Do not reveal confidential or other information that you do not want to make public. Users may post hypertext links to content of third parties for which InfoSense is not responsible.
6.3 InfoSense may freely use feedback you provide. You agree that InfoSense may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising, or marketing materials. You grant InfoSense a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to InfoSense in any way.
6.4 InfoSense may monitor your Content. InfoSense may, but has no obligation to, monitor content on the Services. We may disclose any information necessary to satisfy our legal obligations, protect InfoSense or its customers, or operate the Services properly. InfoSense, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
7. ADDITIONAL TERMS
7.1 InfoSense does not give professional advice. Unless specifically included with the Services, InfoSense is not in the business of providing engineering, or management consulting services. Consult the services of a competent professional when you need this type of assistance.
7.2 We may tell you about other InfoSense services. You may be offered other services, products, or promotions by InfoSense. Additional terms and conditions and fees may apply.
7.3 You will manage your passwords and accept updates. You are responsible for securely managing your password(s) for the Services and to contact InfoSense if you become aware of any unauthorized access to your account. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.
7.4 You, any authorized users and related entities shall hold all data or information, including, without limitation, ours or our related parties’ or customers business activities, the terms of this Agreement, any pricing, scope details, quotes, invoices, customer list or other confidential information received, or produced, by you or your related parties’ (collectively the “Confidential Information”), in absolute and strict confidence. You will not disclose, or permit any of your related parties to disclose, such Confidential Information of any person or customer, to a third party without our prior written consent. Unless we expressly acknowledge to the contrary in writing, all information obtained by you or your related entities pursuant to this Agreement will be presumed to be Confidential Information and will be so treated.
7.5 The Service may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to Our sites. When you access third party websites, you do so at your own risk. These other websites are not under Our control, and you acknowledge that We are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Us or any association with its operators. You further acknowledge and agree that We shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such website or resource.
8. DISCLAIMER OF WARRANTIES
8.1 YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INFOSENSE, ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY,"SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. INFOSENSE AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.
8.2 INFOSENSE, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
9. LIMITATION OF LIABILITY AND INDEMNITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF INFOSENSE, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, INFOSENSE, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET INFOSENSE SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF INFOSENSE AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF INFOSENSE, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.
You agree to indemnify and hold InfoSense and its affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). InfoSense reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by InfoSense in the defense of any Claims.
10. CHANGES We reserve the right to change this Agreement at any time, and the changes will be effective when posted through the Services, on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. Your continued use of the Services indicates your agreement to the changes.
11. TERMINATION InfoSense may immediately, in its sole discretion and without notice terminate this Agreement or suspend the Services if you fail to comply with this Agreement or if you no longer agree to receive electronic communications. Upon termination you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect InfoSense’s rights to any payments due to it. InfoSense may terminate a free account at any time. Sections 2.2, and 3 through 15 will survive and remain in effect even if the Agreement is terminated.
12. EXPORT RESTRICTIONS You acknowledge that the Services, including the mobile application, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you will comply with these laws and regulations, and you will not export or re-export any part of the Services, in violation of these laws and regulations, directly or indirectly.
13. GOVERNING LAW. North Carolina state law governs this Agreement without regard to its conflicts of laws provisions.
14. DISPUTES ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE SERVICES OR THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator shall apply North Carolina law to all other matters. Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. WE EACH AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU AND INFOSENSE ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.
To begin an arbitration proceeding, send a letter requesting arbitration and describing your claim to InfoSense Inc., Attn: Legal Affairs, InfoSense, Inc, 8116 S. Tryon Street, STE B3-203, Charlotte, NC 28273. Arbitration will be conducted by the American Arbitration Association (AAA) before a single AAA arbitrator under the AAA’s rules, which are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees and costs will be governed by the AAA’s rules. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The decision of the arbitrator shall be final and not appealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. This Section 14 shall survive expiration, termination or rescission of this Agreement.
15. GENERAL This Agreement, including the Additional Terms below, is the entire agreement between you and InfoSense and replaces all prior understandings, communications, and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without written approval of InfoSense. However, InfoSense may assign or transfer it without your consent to (a) an affiliate, (b) a company through a sale of assets by InfoSense or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement, contact InfoSense via an email to: firstname.lastname@example.org. We won’t be held liable for any delays or failure in performance of any part of the Service, from any cause beyond Our control. This includes, but is not limited to, acts of God, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers or third-party internet service providers. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. The Services are controlled, operated and administered by us from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the Content accessed through Site in any country or in any manner prohibited by any applicable laws, restrictions, or regulations.