SensorMedia Privacy Policy

Throughout this policy “Site” refers to “Website”, “App” refers to “Mobile Application(s)”, “Products” refer to “Products”, “Services” refer to “Services” the terms “we”, “us”, “our” and “SensorMedia” refer to SensorMedia Inc and its affiliated company, RTF Global Inc. We respect the personal information you provide to us. This Privacy Policy as well as SensorMedia’s Terms of Service (“Terms of Service”) govern Your access and use of the Product (as defined in the Terms of Service). Terms capitalized but not defined in this Privacy Policy have the meanings set out in the Terms of Service. “You”, “Your” and “Yours” refers to you, the End-User, or if You are a company that is registering for user accounts on behalf of Your employees or contractors, as the case may be, and as defined in the License Agreement.

Consent 

SPECIFIC CONSENT TO COLLECTION OF INFORMATION. By using our products and services, you consent and agree to the information collection and practices described in this policy. You may always opt not to disclose certain Personal Information, but which may restrict access to certain features of the Product. For example, your name and email address are necessary to complete the registration process. At any time after registration, you may opt out of most email communication from us by clicking on the opt-out link at the bottom of our emails, or by contacting us at the contact details listed above. However, we may still contact you for administrative purposes. Withdrawing consent will not apply to actions we have already taken based on your prior consent. You may also have provided consent through Google Play, the Apple App Store or any other similar digital distribution platform (“Digital Distributor”). There are certain types of device data that the Product cannot access without your consent. The various application marketplace platforms SensorMedia serves the Product through will notify You the first time the Product requires permission to access certain types of data and will let You decide to consent to that request. You further agree to abide by all the terms in the Digital Distributor end user licensing agreement, or any other applicable application store agreement, so long as such agreement does not conflict with the terms herein or the Terms of Service. CONSENT TO PROCESS THIRD PARTY DATA YOU SEND TO US IS YOUR RESPONSIBILITY. Any data sent to SensorMedia for processing by You is considered to be third party data (“Third Party Data”). For all Third Party Data, consent required upon collection of third party data shall be obtained by the You (“Third Party Data Consent”). CONSENT TO RECEIVING COMMUNICATIONS FROM US: When You sign up for an account, You are opting in to receive emails from the Product for administrative or technical issues and You may occasionally receive SensorMedia newsletters. COMMUNICATIONS IN THE EVENT OF BREACH: In the unlikely event that SensorMedia believes that the security of Your Personal Information in SensorMedia’s possession or control may have been compromised and creates a real risk of significant harm to You, or if SensorMedia believes that a notification is appropriate, SensorMedia may seek to notify You of that development, pursuant to both SensorMedia’s desire to keep You informed and SensorMedia’s legal requirement to do so. If a notification is appropriate, SensorMedia may notify You by the email address registered to Your account. WE WILL NOT REQUEST CONFIDENTIAL PERSONAL INFORMATION: SensorMedia will never send email messages to customers requesting confidential information such as passwords, credit card numbers, or social security or social insurance numbers. Please do not act on any such emails as You may compromise Your Personal Information by replying or by following links to a fraudulent website. When we talk about “Personal Information” in this Privacy Policy, we are talking both about Device Information and Personal Information.

Personal Information We Collect 

We may automatically collect certain Personal Information that can identify you as an individual, such as your name, postal or email address, phone number, occupation, or personal interests including non personal information about your device, web browser, IP address, time zone, and some of the cookies that are installed on your device. Additionally, we collect information about the use and how you interact with the Site or App, device and or software when you:

How do we use your personal information? 

We use the Personal Information that we collect to support your account, our product and services. Additionally, we use this Information to:

Sharing Your Personal Information 

We may share Personal Information or feedback with affiliates, third-party vendors, consultants and other service providers who work for us. We will not tie any other information, other than your first name, that can identify you to your comments or feedback. However, third-parties may be able to tell who you are from your comments, particularly if you provide your full name or your contact information in the comments. For example, we use Google Analytics to help us understand how our customers use the Site(s) – you can read more about how Google uses your Personal Information here: https://www.google.com/intl/en/policies/privacy/. You can also opt-out of Google Analytics here: https://tools.google.com/dlpage/gaoptout. We may share information from or about you with subsidiaries, joint ventures, or other companies under common control, in which case we will require them to honour this Privacy Policy. We may, if required, share your Personal Information to comply with applicable laws and regulations, to respond to a subpoena, search warrant or other lawful request for information we receive, or to otherwise protect our rights.

Third-Party Links 

Links to sites controlled or operated outside of our domain (each individually a “Third-party Site” and collectively the “Third Party Sites”) are provided as a convenience to you only and do not imply an endorsement by us of a Third Party Site or the company it purports to represent. We do not assume any responsibility for information and materials found on, or the privacy practices of, a Third Party Site. This Privacy Policy does not apply to a Third Party Site.

Behavioural Advertising 

As described above, we use your Personal Information to provide you with targeted marketing communications we believe may be of interest to you. Online retargeting is another form of online advertising that may allow us and partners to show you advertising based on your browsing patterns and interactions with a site away from our site. For example, if you visited the website of a retailer, you may start seeing adverts from the same retailer with special offers or showing you the products you browsed. This allows companies to advertise to you if you leave their website without making a purchase.

Opt Out 

You can opt out of targeted marketing by going to the following: FaceBook – https://www.facebook.com/settings/?tab=ads Google – https://www.google.com/settings/ads/anonymous Google Analytics – https://tools.google.com/dlpage/gaoptout  Bing – https://advertise.bingads.microsoft.com/en-us/resources/policies/personalized-ads

Cookies and Tracking Technologies 

We use technologies, such as cookies, web beacons and analytics services like Google Analytics, which allow us to make your visit to our site easier, more efficient and more valuable by providing you with a customized experience and recognizing you when you return. We collect Device Information using the following technologies: For more information about cookies and what they are, click here. Please note that we do not alter our Site’s data collection and use best practices when we see a Do Not Track signal from your browser. We may gather and store certain types of information including: traffic data from your browser, your IP address, location, cookie information, and the pages you visit on the Product. Traffic data is helpful in identifying and fixing problems with the Product.

Data Management 

(a) SensorMedia relies on you to ensure that the Personal Information you enter into our system is as accurate, complete and up-to-date as necessary for the purposes for which it is to be used. You may make changes or corrections to your Personal Information at any time. You may review or update your personal information by clicking your settings tab in your business dashboard or in the menu located within your personal profile. (b) When updating your personal information, we may ask you to verify your identity before we can act on your request. Unless required by law, we may reject requests that are unreasonably repetitive, require disproportionate technical effort, risk the privacy of others, or would be extremely impractical. Where we can provide information access and correction, and when required by law, we will do so for free. (c) We also make every effort to ensure the accuracy of the information in our reports, displays, articles and support queries. However, you must verify all information created from your use of the Product. We recommend that you consult a professional before completing any government or regulatory filing or otherwise relying upon the information, as the use of this information is at your own risk. You are responsible for ensuring that the information you have entered into our system is accurate, reliable and complete.

Retention of Data 

We may retain your personal information while you have an account with us and thereafter for as long as we need it for purposes not prohibited by applicable laws and subject to the provisions in our Terms of Service. After [14] fourteen days of receiving a termination request, or immediately after we terminate our relationship with you, the business profile, including all offered promotions, may be removed from the Product, but we may retain information about you for the purposes authorized under this Privacy Policy and our Terms unless prohibited by law. For example, we may retain information to prevent, investigate, or identify possible wrongdoing in connection with the Product or to comply with legal obligations.

Security Measures 

SensorMedia takes Your privacy very seriously. If You have a security related concern, please contact SensorMedia at the contact details provided above. SensorMedia will work closely with You to ensure a quick and personal response to Your concerns. In addition, SensorMedia restricts unauthorized access through protective policies, procedures, and technical measures, including: To keep Your Personal Information secure, You are required to safeguard Your End-User name and password information in accordance with the License Agreement. SensorMedia will provide physical and electronic safeguards with regard to the storage of Personal Information as required by law, however, and pursuant to disclaimer provided in the License Agreements, You understand that in order for SensorMedia to operate the Product, End-User Data may be transmitted by You to SensorMedia over the internet, public networks or otherwise, and You acknowledge that that no such data transmission can be guaranteed to be completely secure, and that, beyond SensorMedia’s requirements to provide a warranty on information security as required by law [or in accordance with the security protocols agreed to by the parties hereto in writing], SensorMedia cannot warrant the security of any information You transmit to us, and that You do so at Your own risk. A “Data Breach” is defined as any non-authorized access to the storage locations of the data, or access to a storage location by an individual that is potentially suspected of having performed non-authorized activities. In the case where a Data Breach has occurred, if SensorMedia believes that the breach creates a real risk of significant harm to the end-users, you will be notified in the manner required by law, and all details regarding the impact to you will be shared.

Your Rights 

You have the right to access personal information we hold about you and to ask that your personal information be corrected, updated, or deleted. If you would like to exercise this right, please contact us through the contact information provided below. Additionally, if you are a European resident we note that we are processing your information in order to fulfill contracts we might have with you, or otherwise to pursue our legitimate business interests listed above. Additionally, please note that your information may be transferred outside of Europe, including to Canada and the United States.

Rights to Content Provided by You 

By posting content on the Application (the “User Data”), you hereby grant to SensorMedia a worldwide, non-revocable, non-exclusive, perpetual, royalty-free, and sub-licensable right to use, create derivative works of, modify, and to distribute (including without limitation, distribution online, through multiple channels, and bundled with other applications or materials) such content, and further, the agrees to waive any moral rights to such User Data, and agrees that SensorMedia may modify or adapt the User Data in order to transmit, display or distribute it over other applications and in various media. You agrees that you will defend, indemnify and hold harmless SensorMedia from and against any Claims (as defined in the Agreement) arising from the nature of the content submitted and/or the ownership of End-User Data and any claims of infringement of third party intellectual property related to such End-User Data.

Changes 

SensorMedia may amend or change this Privacy Policy at its sole discretion at any time, and in accordance with the amendment provisions set out in the Terms of Use. These changes can be found at: https://sensormedia.com/privacy-policy/  The use of the information we collect at any given point is subject to the Privacy Policy in effect at the time of collection. If we make any material changes we will notify you by email or by means of notice on the Product prior to the change becoming effective. We will post the most current Privacy Policy on the Website, and your use of the Product is subject to the most current Privacy Policy as posted on the Product at any time. We encourage you to periodically check our Privacy Policy for the latest information on our current policy.

Request for Information 

For more information about our privacy practices, if you have questions, or if you would like to make a complaint, please contact us by email at legal@sensormedia.com or by mail to: SensorMedia Inc. 5-165 C-Line, Orangeville, Ontario L9W 3V2 Canada You may review or update your Personal Information or your consent by submitting a request to review or update your Personal Information to to the above contact indicating that you are requesting such review or update, subject to a identity verification process, and with the understanding that SensorMedia may make changes to your Personal Information to meet the technological requirements of Sensormedia’s networks and media

Severability 

If any portion of this Privacy Policy is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Privacy Policy as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Privacy Policy that is unlawful, void or unenforceable shall be stricken from this Privacy Policy. The insertions of headings are for convenient reference only and are not to affect the interpretation of this Privacy Policy.

DISCLAIMER 

IF YOU CHOOSE TO ACCESS THE PRODUCT, YOU DO SO AT YOUR OWN RISK, AND ARE RESPONSIBLE FOR COMPLYING WITH ALL LOCAL LAWS, RULES AND REGULATIONS. WE MAY LIMIT THE AVAILABILITY OF THE PRODUCT, IN WHOLE OR IN PART, TO ANY PERSON, GEOGRAPHIC AREA AND/OR JURISDICTION WE CHOOSE, AT ANY TIME AND IN SENSORMEDIA’S SOLE DISCRETION. SENSORMEDIA’S PRIVACY POLICY DOES NOT COVER THE INFORMATION PRACTICES OF OTHER COMPANIES AND ORGANIZATIONS WHO ADVERTISE SENSORMEDIA’S SERVICES, AND WHO MAY USE COOKIES (DEFINED BELOW) AND OTHER TECHNOLOGIES TO SERVE AND OFFER RELEVANT ADVERTISEMENTS. SEE COMPLETE LIMITATION OF LIABILITY PROVISION AND DISCLAIMER, AND PROHIBITED USE REQUIREMENTS CONTAINED IN THE PRODUCT LICENSE.

SensorMedia Terms of Service

Overview

This Website and Product (as defined below) is operated by SensorMedia Inc. throughout the site, the terms “we”, “us” “our” and “SensorMedia” refer to SensorMedia Inc. SensorMedia offers this Product and Website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here. By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink, and the master services agreement entered into between you or your employer and SensorMedia, the terms of which are incorporated herein by reference (the “Master Services Agreement”). These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content. This Terms of Services will govern your access of the SensorMedia products, websites (including subdomains within these websites), whether accessed: (a) on a computer connected to the internet at www.sensormedia.com, SmartCircle.net SmartCircleOS.com, SmartPriceTags.com or RetailDemoMode.com (the “Websites”); (b) on the SensorMedia social media properties including: https://www.facebook.com/SensorMediaInc  https://www.instagram.com/sensormediainc/  https://www.linkedin.com/company/sensormedia-rdm/#/  and/or (c) on hardware including media players, digital signage, television including smart TVs, and various IoT products containing sensors and/or human machine interfaces such as keyboards, screens, microphones etc.; or (d) downloaded on a mobile hardware device (individually and collectively, (a), (b), (c); and (d) are the “Product”), as owned and operated by SensorMedia. Please read these Terms of Service carefully before accessing or using our websites. By accessing or using any part of the site or Product, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the websites or use any products or services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service. Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to websites, products and/or services following the posting of any changes constitutes acceptance of those changes.

General Conditions

We reserve the right to refuse service to anyone for any reason at any time. You understand that your content (not including payment information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Payment information is always encrypted during transfer over networks and from bank account to bank account. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us. The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

Amendment

Pursuant to the amendment restrictions set out in Applicable Law (as defined below), SensorMedia may add to, discontinue or revise this Agreement or any aspect, mode, design, or service provided under the Product which include but are not limited to the: SensorMedia may amend this Agreement without notice for non-material amendments. In the event of a material change during the Initial Term (as defined below) or prior to a Renewal Term (as defined below), we will provide the you with between [14] fourteen to [90] ninety days’ notice (or the minimum notice period as required under Applicable Law, whichever is greater) of any such change (including changes in pricing) via e-mail to the email address supplied to SensorMedia by you, setting out: It is your responsibility to send such notices of material changes to all end-users associated with the end-user’s account. SensorMedia highly recommends that you read any amendments carefully. Unless explicit consent is required by the law, SensorMedia has the right to assume that you or any end-user accessing the Product through the Product registration has accepted the change to this Terms of Service, unless you notify SensorMedia to the contrary, no later than [14] fourteen days after the amendment comes into force (or the minimum number of days as required under Applicable Law, whichever is greater), that you desire to cancel the contract or deregister or unsubscribe from access to the Product. SensorMedia will post the most current terms to this Agreement conspicuously within the Product and your use of the Product will be subject to the most current terms as posted on the Product at such time. It is your responsibility to visit this page to find any updates that may have been made to the Agreement. You hereby agree that SensorMedia shall not be liable to you for any amendments to the Agreement.

Accuracy, Completeness and Timeliness of Information

We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk. This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.

Modifications to the Service and Prices

Prices for our products are subject to change without notice. We reserve the right at any time to modify or discontinue our Service (or any part or content thereof) without notice at any time. We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.

Grant of License

During the Initial Term or subsequent Renewal Term (as defined below), SensorMedia grants you a non-exclusive, non-transferable, non-sub licensable, revocable license to the Product, the features of which may be described in the software license described in the applicable Master Services Agreement.

Products or Services (if applicable)

We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor’s display of any color will be accurate. SensorMedia makes every effort to ensure that Content delivered to customer locations and devices is accurate and displayed correctly. “Content” is defined as but not limited to: As such, SensorMedia is not responsible for the accuracy of such Content and will not be held responsible for Content which is delivered to customer locations. We reserve the right, but are not obligated to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited. We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.

Accuracy of Billing and Account Information

We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors. You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

Optional Tools

We may provide you with access to third-party tools, such as but not limited to software, SDKs which may or may not be open source and over which we neither monitor nor have any control nor input. You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools. Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s). We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.

Third-Party Links

Certain content, products and services available via our Service may include materials from third-parties. Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

User Comments, Feedback and Other Submissions

If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, ‘comments’), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments. We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service. You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

Personal Information

Your submission of personal information through the store is governed by our Privacy Policy. To view our Privacy Policy: https://sensormedia.com/privacy-policy/ 

Errors, Inaccuracies and Omissions

Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order). We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated. All liability for damages resulting from errors, inaccuracies and omissions as provided for here among others are specifically disclaimed below in the section entitled “Disclaimer of Warranties; Limitation of Liability.”

Prohibited Uses; Acceptable Use

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet; or (l) any reverse engineering, decompiling, disassembling, redistribution, or creation of derivative works of, the Product, or attempt to do the same. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses (the foregoing is the “Prohibited Use Provision”).

Registration Information

You agree and understand that you are responsible for maintaining the confidentiality of your password, which, together with your name and email address (“User ID”), allows you to access the Product. Your ID and password, together with any other contact information you provide SensorMedia at the time of signing up for the Product comprise your “Registration Information.” You agree that all Registration Information provided to SensorMedia will be accurate and up-to-date. You agree to keep your password secure. SensorMedia will not be liable if SensorMedia is unable to retrieve or reset a lost password. If you become aware of any unauthorized use of your password or account, you agree to notify SensorMedia via email at support@smartcircle.net as soon as possible.

Disclaimer of Warranties; Limitation of Liability

We do not guarantee, represent or warrant that: (a) your use of our service will be uninterrupted, timely, secure or error-free. (b) your use of our service will be free from failure of, or damages to, any hardware devices, equipment or networks or internet access, content or data, or third party applications used by you in connection with the Product (c) your use of our service will be free from communication failures or Product downtime: whether due to maintenance or for planned reasons, or for any force majeure event (as defined in the Force Majeure Provision set out below) or any matter beyond SensorMedia’s reasonable control, or other reasons like, any error, inaccuracy, omission, interruption, deletion, defect, delay in operation or transmission, or a communications line failure. (d) your use of our service will be free from loss of access as a result of failure to receive payment, account suspension or termination as a result of insufficient funds to make payment pursuant to the master services agreement between you and SensorMedia; (e) the results that may be obtained from the use of the service will be accurate or reliable; (f) that the information entered into SensorMedia’s system by you (“Client Content”) is accurate, reliable and complete, and you agree that the provision or storage of your data through the Product does not constitute SensorMedia’s endorsement or warranty as to the accuracy of such Client Content, or SensorMedia’s endorsement or warranty as to compliance of the use or storage of Client Content with applicable laws; You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you. You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement. You expressly agree that SensorMedia has no liability for: (a) monitoring the Product for unauthorized or unlawful content on the Product or use of the Product by any of the Product’s users; (b) direct or indirect, express or implied representation or warranty as to title and non-infringement of intellectual property in relation to the Product or Client Content; (c) any damages that may arise by the Client’s use and/or direct or third-party processing of you Data, and you further agrees and acknowledges that SensorMedia is not liable for any damages that may arise if Client Content is misdirected in error, subject to, subject to SensorMedia’s legal requirements relating to the protection of personal information under Applicable Law; (d) any damages that may arise from use of our social media properties included in our Product including communications provided by you through your access to the Product and/or for the posting of information on the Product, Website, blog, account or any affiliated social media, including but not limited to, Client Content, pictures, written reviews, personal information, comments made from your personal point of view; for online discussions, ratings or reviews of you for use of the Product; and ratings and reviews posted to the Product do not reflect SensorMedia’s views; (e) Any damages that may arise from unauthorized activities directed towards the Product or Client Content including identity theft, fraud or unauthorized access; viruses, denial of service attacks, and any items that are included in the definition of Prohibited Use. In no case shall SensorMedia, its directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

Indemnification

You agree to indemnify, defend and hold harmless SensorMedia and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party. You agree that you will be solely responsible for all activities that occur under your account, whether you are aware of them or not. You agree to hold SensorMedia harmless and release SensorMedia from any loss or liability whatsoever that you may incur as a result of someone other than you using your password or account, either with or without your knowledge.  You agree to indemnify SensorMedia for any damages, third party claims or liabilities whatsoever that SensorMedia may incur as a result of activities that occur on or through your account, whether or not you were directly or personally responsible.

Intellectual Property

Rights to content provided by us

You acknowledge and understand that we own all right, title and interest in: (a) the Product and all improvements, enhancements or modifications thereto; (b) the Product and any associated data files; and (c) all computer software; advertisements; sponsored content; and intellectual property associated with the Product (all such information, individually and collectively, being the “Product Content”), which you may have access to when using the Product.

Know-How

Subject to the provisions hereof respecting confidentiality and intellectual property, SensorMedia shall be free to use any ideas, concepts or know-how developed or acquired by SensorMedia during the provision of the Product under this Agreement to the extent obtained and retained by SensorMedia’s personnel as impressions and general learning (the “Know-How”). Nothing in this Agreement shall be construed to preclude SensorMedia from enhancing the Product based on the accumulation of Know-How. You are not required to provide SensorMedia with any comments, suggestions, recommendations, bug reports, requests or any other feedback (“Feedback”). In the event that you do provide SensorMedia with Feedback, SensorMedia may use such feedback to improve the Product or for any other purpose. Furthermore, SensorMedia shall own such Feedback and SensorMedia and its affiliates, licensees, clients, partners, third-party providers and other authorized entitled may use, license, distribute, reproduce and commercialize the Feedback, and the you hereby assign, irrevocably, exclusively and on a royalty-free basis, all such Feedback to SensorMedia.

Limited License

SensorMedia hereby grants you a non-exclusive, non-transferable, revocable, limited license to use the Product in accordance with this Agreement and the License Restrictions set out in the Summary of Terms. This limited license is subject to full payment of applicable fees when due. This license may be revoked by SensorMedia upon breach of this Agreement by you, and shall also automatically be revoked upon termination or expiration of this Terms of Service or the applicable Master Services Agreement.

Licence to Brand Marks

SensorMedia may, now or in the future, own rights to trade-marks, trade names, services marks, logos, domain names and other distinctive brand features which we use in connection with the operation of the Product (each such feature being a “Brand Right” and collectively being the “Brand Rights”). SensorMedia does not grant you any right or license to use any Brand Right other than as expressly set out in this Agreement and in other licenses between you and SensorMedia. SensorMedia and you agree and understand to grant to each other a perpetual, non-exclusive, royalty-free license to use one another’s name, logos, and/or trademark (individually and collectively described as the “brand”) for the purposes of any press release, advertising, webpage, blog or other promotional, advertising or marketing material so long as no confidential information is disclosed, and such license shall be revocable upon written notice provided in the other in the brand owner’s sole discretion, such discretion to be reasonably exercised. None of the parties shall not do or allow to be done any act or thing that will in any way impair the rights of the other party’s brand.

Collection and Analysis of Data

SensorMedia shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the SensorMedia Services and related systems and technologies (the “SensorMedia Data”) provided that such SensorMedia Data may not include any of your data other than to provide an Algorithm Update to you during the Term if provided for in an applicable Statement of Work, in which case your data shall not be shared externally and shall be included solely in aggregate, anonymous, and unidentified form that is in no way identifiable with you, your business, or any personal information related to your data, for the purpose of improving the SensorMedia Service (the “Algorithm Update”), and SensorMedia will be free (during and after the term of this Agreement) to use such information and data to improve and enhance SensorMedia Services and for other development, diagnostic and corrective purposes in connection with the services and other SensorMedia offerings.

Severability

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision(s) shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

Term

This Terms of Services shall apply to you and commencing from the time that such you first register to use the Product (the “Effective Date”) and, subject to the clauses that survive this agreement, until termination of this Terms of Service at the conclusion of a one-month period (the “Initial Term”), or until termination of the applicable Master Services Agreement. Your subscription and this Terms of Services will renew automatically on a month-to-month basis thereafter (each a “Renewal Term”) until such time as it is terminated in accordance with the termination provisions of this Terms of Service.

Termination

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes. These Terms of Service are effective unless and until terminated by either you or us in writing. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site. If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

Force Majeure

You agree that SensorMedia is not liable for a delay or failure in performance of the Product or the provisions of this Terms of Service caused by reason of any occurrence of unforeseen events beyond SensorMedia’s reasonable control, including but not limited to, acts of God, pandemic, epidemic, natural disasters, power failures, server failures, third party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions (the foregoing is the “Force Majeure Provision”).

Entire Agreement

The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. These Terms of Service, the applicable Master Services Agreement and any policies or operating rules posted by us on this site or in respect to the Service and Product constitutes the entire agreement and understanding between you and us and govern your use of the Service and Product, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service). Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

Governing Law

These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of Ontario, Canada (“Applicable Law”).

Change to Terms of Service

You can review the most current version of the Terms of Service at any time at this page. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

Contact Information

Questions about the Terms of Service should be sent to us at legal@sensormedia.com Last update date: May 2021