End User License Agreement

Please read this End User License Agreement (EULA) carefully, as it sets out the basis upon which Sensor Global grants access to the Sensor Platform (as defined below), for use by You, the User.

Parties

This EULA is entered into on the Effective Date (as defined below), by and between:

1. “Sensor Global”, ““we”, “us” and “our” mean Sensor Global Pty Ltd ACN 653 273 628, Sensor Pty Ltd ACN 642 017 767, Sensor Global (Wholesale) Pty Ltd ACN 658555036, any other entity trading under the ‘Sensor’ brand and the Related Bodies Corporate, Officers, employees, agents, and contractors of such entities; and
2. The User, being the person who accesses the Sensor Platform via a login (valid user identification code) and password. (“User” or “You” or “Your”),

Each a “Party”, and collectively, the “Parties”.

Background

Before You access the Sensor Platform (as defined below), or using any Sensor Service, You give Your express agreement to the provisions of this EULA. If You do not agree to the provisions of this EULA, do not access the Sensor Platform. This EULA applies to all Users of the Sensor Platform, including property owners, managing agents, tenants, contractors, and agents.

If this is your first time you are seeking access to the Sensor Platform, you will be required to be provided with an Account. To access Your Account. You will be provided with a user identification code, password or any other piece of information as part of Sensor’s security procedures.

You acknowledge that consideration You will receive by accessing the Sensor Platform and using the Sensor Platform in accordance with the provisions of this EULA is full and valuable consideration for entering into and receiving the Services under this EULA.

Sensor acknowledges that consideration Sensor will receive from granting the User access to use the Sensor Platform in accordance with the provisions of this EULA is the value of Services, being full and valuable consideration for entering into this EULA

Terms and Conditions of User Licence

1. Electronic Formation of Contract

This EULA may be formed electronically without the need for physical (wet) ink. The User accepts that the right of access to the Sensor Platform by Sensor constitutes an offer, and the User’s access to the Sensor Platform for the valuable consideration described above constitutes acceptance by the User of Sensor’s offer binding the User to the provisions of this EULA. Should Sensor require physical (wet) signature, the User will accommodate such request and physically sign and email a scan of this EULA to Sensor.

2. Term
   • This EULA shall come into effect upon the Effective Date.
   • This EULA shall continue in force indefinitely, until the earlier of:

• the date on which the User’s Login Account is terminated by Sensor, which may occur as a result of a determination made by Sensor in its discretion or in accordance with the terms of any Subscription Plan.
• the date of termination of this EULA in accordance with the terms of this EULA; and
  • for property owner Users, the date on which the property owner’s applicable Subscription Plan terminates; at which time it shall terminate

3. Licence and Limitations
   • Subject to the compliance by the User with the provisions of this EULA, and in the case of a User for such time as the User’s Login Account remains valid, Sensor hereby grants to the User from the Effective Date for the Term, a limited personal, revocable, non-exclusive, royalty-free, non- transferrable, License without any right to sub-License, to use the Sensor Platform, for Integrated Devices, and subject to the limitations and prohibitions set out and referred to in this Section 3
   • Where the User is a registered or named User of a related Customer, the User’s License is conditional upon compliance by the applicable Customer of the terms of the relevant Subscription Plan, including full payment of all fees and charges for subscriptions under that Subscription Plan by the Customer to Sensor, and any other relevant payments applicable under those Terms.
   • To the maximum extent permitted by law, the User shall apply the Security Measures to prevent the use the Sensor Platform for any Unauthorised Use or Vulnerability Testing.
   • The User shall not access the Sensor Platform in a manner that constitutes Abusive Conduct or Offensive Conduct.
   • The User confirms that if he or she is a natural person, that he or she is 18 years or over.
4. Reputation and Media
   • The User must not do any act which prejudices or brings into disrepute the good name and reputation of Sensor or its Customers or any of Sensor’s and its Customer’s officers, members, servants and agents.
   • The User must not refuse any necessary support, information, materials, and assistance necessary by Sensor to enable it to meet its obligations under this Agreement in relation to the Service; nor fail to maintain and promote the good image and good reputation of Sensor Global.
   • No public announcement or communication relating to the negotiations of the Parties or the subject matter or terms of this Agreement will be made without the written approval of all Parties.

5. Copyrighted Material
   • The User must not use the Sensor Platform to download, publish, distribute, or otherwise copy in any manner any text, Sensor Platform, image or other work protected by copyright law, unless:

• the User has been expressly authorized by the owner of the copyright for the work to copy the work in that manner; or
• the User is otherwise permitted by established Australian and United States copyright law to copy the work in that manner; or
• the User comes within the DMCA “safe harbor” under United States copyright law It is Sensor’s policy to terminate in appropriate circumstances the services of customers who are repeat infringers.

6. Source Code

Nothing in this EULA shall give to the User or any other person any right to access or use the Source Code or constitute any License of the Source Code.

7. Services
   • Subject to the compliance by the User with the provisions of this EULA, and in the case of a User for such time as the User’s Login Account remains valid, Sensor hereby grants to the User from the Effective Date for the Term, a limited personal, revocable, non-exclusive, royalty-free, non- transferrable, License without any right to sub-License, to use the Sensor Platform, subject to the limitations and prohibitions set out and referred to in Section 3.
   • Sensor shall use reasonable commercial endeavours to maintain the availability of the Services to the User for Integrated Devices via Supported Apps and Supported Web Browsers, at the gateway between the public internet and the network of the hosting services provider for the Sensor Platform, but Sensor does not guarantee availability.
   • The User must not use the Services in any way that causes, or may cause, damage to the Services or the Sensor Platform or impairment of the availability or accessibility of the Services.
   • All the limitations and exclusions of liability and warranties, and the special acknowledgements by the User, that are set out in this EULA and are expressed to relate to the Sensor Platform shall apply in respect of the Sensor Platform Services in addition to the Sensor Platform.
8. Monitoring of Devices, Safety and Critical Uses
   • Sensor is not a monitoring service. Sensor offers a platform to enable the connection of the Devices in your Property or properties to an online software dashboard which is intended to be monitored by you, your agent or other representative. Sensor does not monitor products on your behalf and accepts no liability in relation to the monitoring of the products, or any actions you or your agent undertake or omit to undertake relating to the products or as the result of any electronic or onsite alert notification generated by the Products. Platform monitoring is solely the responsibility of you or your agent.
   • You acknowledge that we do not provide a monitoring service or dispatch emergency authorities to your home in the event of an emergency. Sensor makes no warranty or representation that use of the Products will affect or increase any level of safety as the safety of property occupants is determined by how they react to alarms or alerts they hear, see or are provided in other communications.
   • We cannot and do not guarantee that you will receive notifications in any given timeframe or at all. All life threatening, safety and emergency events should be directed to the appropriate response services. It is the your sole responsibility to exercise at all times all reasonable precautions that can be expected from a prudent and diligent owner, controller, manager or occupier of premises.
   • Without limiting Section 16, you must indemnify us and keep us indemnified against any and all claims, liabilities, damages, losses, costs, and expenses (including legal expenses and amounts suffered or incurred by us) arising directly or indirectly as a result of or in connection with any injury to any occupant or person at the Property resulting from your (or your Agent’s, if applicable) actions or inactions relating to the monitoring of the Products or any electronic or onsite alert notification generated by the Products.
9. User Login and Access Credentials
   • Where the User is provided with a user identification code, password or any other piece of information as part of Sensor’s security procedures (whether by Sensor or its Customer(s)), the User must treat such information as confidential.
   • Users may only access the Sensor Platform by entering user name (valid user identification code) and password. The User must keep the log in credentials in a secure and safe place
   • Sensor and the Customer each has the right to cancel and disable any user identification code or password, without notice, whether chosen by the User or allocated by Sensor or the Customer at any time, if in Sensor’s or Customer’s reasonable opinion(s), the User has failed to comply with any provision of this EULA, and any applicable Customer policies and rules.
   • In the event of cancellation of the Login Account of a User in accordance with this Section 9, the User may not object, and such User shall no longer seek to access the Sensor Platform.
10. User Content

The User hereby grants to Sensor and its Related Bodies Corporate a non-exclusive License to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the User Content to the extent reasonably required for the performance of Sensor’s obligations and the exercise of Sensor’s rights under this EULA. The User also grants to Sensor and its Related Bodies Corporate the right to sub- License these rights to its hosting, connectivity and telecommunications service providers, subject to any express restrictions elsewhere in this EULA.

11. Maintenance Services
    • Sensor may from time to time during the Term provide Maintenance Services to the User, but shall have no obligation to do so.
    • The User must apply each Update and Upgrade to the Sensor Platform made available by Sensor through the Maintenance Services in a timely manner.
    • If the User does not apply an Update or Upgrade to the Sensor Platform, then in Sensor’s discretion, the User may cease to have any right to use the Sensor Platform until such time as it does so. The User acknowledges that Sensor may use technical measures to enforce this Section 11.3.
    • The User acknowledges that the supply and licensing of Upgrades may, at the discretion of Sensor, be subject to additional terms and conditions.
12. Support Services
    • From time to time during the Term, Sensor may provide Support Services to the Customer through an applicable Subscription Plan in respect of which the User may benefit, but Sensor shall have no obligation to do so under this EULA.
    • Sensor may in its discretion, make available to the User a helpdesk for the purpose of enabling the User to request and where relevant receive the Support Services.
    • Any Support Services shall be provided remotely.
    • Sensor shall have no obligation to provide Support Services in respect of any issue caused by:

• any factor outside the scope of the Support Services provided to the Customer through the applicable Subscription Plan;
• the improper use of the Sensor Platform by the User; or
• any alteration to the Sensor Platform made without the prior consent of Sensor.
• The User acknowledges and agrees that Sensor gives no warranties or guarantees in relation to the outcome of the Support Services.

13. Privacy Policy
    • Any personal data that the User supplies to Sensor under or in connection with this EULA shall be processed in accordance with Sensor’s privacy policy, the current version of which can be viewed at the Sensor’s website at www.sensorglobal.com. or another url which may be varied by Sensor from time to time.
14. Assignment – No Assignment of Intellectual Property Rights
    • Sensor may assign, transfer, or otherwise deal with our contractual rights and subcontract or delegate its obligations under this Agreement to any person, provided that we provide written notice to you.
    • You must not assign, transfer, or otherwise deal with your contractual rights or subcontract or delegate your obligations under this Agreement without Sensor’s prior written consent.
    • Nothing in this EULA shall operate to assign or transfer any Sensor IP from Sensor to the User, or any Intellectual Property Rights of User from the User to Sensor.
    • The Parties acknowledge that any Intellectual Property Rights arising out of the performance of the Services by Sensor remain our exclusive property, which automatically vests in us upon its creation.
15. Suspension of Services

Sensor may suspend the provision of any or all of the Services at any time, including where the User is in breach of any of the provisions of this EULA, and any applicable Policies of the Customer.

16. User Indemnity

Save for Your rights under Australian Consumer Law, the User shall indemnify and keep indemnified Sensor and its Related Bodies Corporate indemnified against liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by Sensor in connection with the User’s acts or omissions, including but not limited to the User’s negligence or any unauthorised representation made or warranty given by the User in connection with the Services. The User shall indemnify and shall keep indemnified Sensor and its Related Bodies Corporate indemnified against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by Sensor and arising directly or indirectly as a result of any breach by the User of this EULA.

17. Warranties
    • Each Party warrants to the other Party that it has the legal right and authority to enter into this EULA and to perform its obligations under this EULA.
    • Sensor warrants to the User that the Sensor Platform, when used by the User in accordance with this EULA, will not infringe the copyright rights of any person in Australia and the United States only.
    • If Sensor reasonably determines, or any third party alleges, that the use of the Sensor Platform by the User in accordance with this EULA infringes any person's copyright rights, Sensor may acting reasonably at its own cost and expense:

• modify the Sensor Platform in such a way that it no longer infringes the relevant copyright rights; or
• procure for the User the right to use the Sensor Platform in accordance with this EULA.
  • These Sections 2 and 3 represents Sensor’s sole obligations, and the User’s exclusive remedy with respect to Intellectual Property Rights infringement claims.
  • The User warrants to Sensor and its Related Bodies Corporate that the User Content does not and will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.
  • The User warrants to Sensor and its Related Bodies Corporate that the User will comply with applicable law and all regulatory requirements in accessing the Sensor Platform.
  • All of the Parties' warranties and representations in respect of the subject matter of this EULA are expressly set out in this EULA. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this EULA will be implied into this EULA or any related contract.

18. Acknowledgements and Warranty Limitations
    • The User acknowledges that:
    • the Services are provided by Sensor on an “as is” basis;
    • use of the Services by the User is at the User’s own risk;
    • the Services are not free from security vulnerabilities;
    • the Services will not be compatible with devices which are not Integrated Devices;
    • Sensor makes no warranty as to suitability of the Services for the User’s use; and
    • any Product warranty, which is as described in the Hardware Product Terms.
    • The User acknowledges that the Sensor Platform is never wholly free from defects, errors and bugs; and subject to the other provisions of this EULA, Sensor gives no warranty or representation that the Sensor Platform will be wholly free from Malicious Code, defects, errors and bugs.
    • The User acknowledges that the Sensor Platform is never entirely free from security vulnerabilities; and subject to the other provisions of this EULA, Sensor gives no warranty or representation that the Sensor Platform will be entirely secure.
    • The User acknowledges that it will be responsible for configuring its own technology to access the Service.
    • The User acknowledges that Sensor will not provide any legal, financial, accountancy or taxation advice under this EULA or in relation to the Sensor Platform; and, except to the extent expressly provided otherwise in this EULA, Sensor does not warrant or represent that the Sensor Platform or the use of the Sensor Platform by the User will not give rise to any legal liability on the part of the User or any other person.
    • The User acknowledges that where the Sensor Platform or website of Sensor contains links to other sites (including banner advertisements and sponsored links) and resources provided by third parties, these links are provided for the User’s information only. Such links should not be interpreted as approval by Sensor of those linked websites or information the User may obtain from them. Sensor has no control over the contents of those sites or resources, and the User accesses third party websites entirely at their own risk and subject to the terms and conditions of use for those websites.
19. Limitations and Exclusions of Liability
    • Nothing in this EULA will:

• limit or exclude any liability for death or personal injury resulting from negligence.
• limit or exclude any liability for fraud or fraudulent misrepresentation;
• limit any liabilities in any way that is not permitted under applicable law; or
• exclude any liabilities that may not be excluded under applicable law, and,
• if a Party is a Consumer, that Party's statutory rights will not be excluded or limited by this EULA, except to the extent permitted by law.
  • The User may have rights to implied guarantees and warranties under Australian Consumer Law, including that the Services are of acceptable quality, rights for defective Services to be re-performed, and rights to compensation for damage and loss. All such implied guarantees and warranties are incorporated, and none excluded. The liability of Sensor however caused, suffered or incurred by the You because of a failure to comply with Australian Consumer Law is limited, at Sensor’s option, to replacement of the product or supply of equivalent product; repair of the product; payment of the cost of replacing the Product or acquiring equivalent product; or payment of the cost of having the Product repaired; or at Sensor’s option, to supplying the Services again or payment of the cost of having the Services supplied again.
  • Sensor will not be liable to the User in respect of any
• any losses arising out of a Force Majeure Event;
• any loss of profits or anticipated savings;
• any loss of revenue or income, or loss of or damage to reputation;
• any loss of use or production;
• any loss of business, contracts or opportunities;
• any loss or corruption of any data, database, or software; or
• any special, indirect, or consequential loss or damage.
  • Sensor makes no warranty with respect to batteries, expressed or implied, written or oral, including that of merchantability or fitness for any particular purpose.
  • Subject to Sections 18.1, and Section 18.2, the aggregate liability of Sensor to the User under this EULA in respect of any and all events or series of related events for the Term shall not exceed $AUD500

20. Termination
    • In addition to Sensor’s suspension rights, Sensor may terminate this EULA in the event of a breach of any of the provisions of this EULA by the User, or without the need to specify a cause immediately. Sensor may communicate termination by disabling the User’s Login Account which may occur as a result of a determination made by Sensor in its discretion or in accordance with an applicable Subscription Plan.
21. Effects of Termination
    • Upon the termination of this EULA, all of the provisions of this EULA shall cease to have effect, save that the following provisions of this EULA shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely):

Section	Subject
1	Electronic Formation of Contract
2	Term
3	Licence and Limitations
4	Reputation
5	Copyrighted Materials
6	Source Code
7	Services
8	Monitoring of Devices, Safety and Critical Uses
9	User Login and Access Credentials
10	User Content
11	Maintenance Services
12	Support Services
13	Privacy Policy
14	No Assignment of Intellectual Property Rights
15	Suspension of Services
16	User Indemnity
17	Warranties
18	Acknowledgements and Warranty Limitations
19	Limitations and Exclusions of Liability
20	Termination
21	Effects of Termination

• Except to the extent that this EULA expressly provides otherwise, the termination of this EULA shall not affect the accrued rights of either Party.

22. General
    • No breach of any provision of this EULA shall be waived except with the express written consent of the Party not in breach.
    • If any provision of this EULA is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this EULA will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
    • This EULA may not be varied except by a written document signed by or on behalf of each of the parties.
    • The User hereby agrees that Sensor may assign Sensor's contractual rights and obligations under this EULA to its Related Bodies Corporate OR to any successor to all or a substantial part of the business of Sensor from time to time OR to any third party, providing that, if the User is a consumer, such action does not serve to reduce the guarantees benefiting the User under this EULA. Save to the extent expressly permitted by applicable law, the User must not without the prior written consent of Sensor assign, transfer or otherwise deal with any of the User's contractual rights or obligations under this EULA.
    • This EULA is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this EULA are not subject to the consent of any third party.
    • The EULA shall constitute the entire agreement between the parties in relation to the subject matter of this EULA, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
    • You are not a partner, joint venturer, or agent of Sensor and nothing in this Agreement is intended to or will imply or constitute an ownership, joint venture, or agency relationship between the Parties.
    • This EULA shall be governed by and construed in accordance with the laws of the state of New South Wales.
    • The courts of New South Wales shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this EULA.
23. Related Bodies Corporate

You acknowledge that:

• Sensor enters this Agreement on its own behalf and for the benefit of each of the Sensor Group the context permits or requires;
• the benefit of this Agreement is held by Sensor on its own behalf and on trust for each Sensor Group member;
• Sensor may enforce and recover under this Agreement for and on behalf of any Sensor Group member; and
• Sensor is free to make any amendments to these Terms without reference to any Sensor Group member.

24. Export control
    • The User acknowledges that materials and/or information supplied to the User under this EULA may be subject to the Export Laws.
    • The User must comply with the Export Laws insofar as they affect materials and information supplied to the User under this EULA.
    • Without prejudice to the generality of Section 2, the User:

• mmust not import, export, supply, disclose, transfer or transmit any materials or information supplied to the User under this EULA if such import, export, supply, disclosure, transfer or transmission would contravene any embargo or exclusion list applying under the Export Laws; and
• must, where applicable, obtain all Licenses and consents required under the Export Laws for any import, export, supply, disclosure, transfer or transmission by or on behalf of the User of materials or information supplied to the User under this EULA.

25. Interpretation

In this EULA, a reference to a statute or statutory provision includes a reference to:

• that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
• any subordinate legislation made under that statute or statutory provision.

26. Definitions

In this EULA, except to the extent expressly provided otherwise:

“Account” means an account enabling a person to access and use the Sensor Platform and Services, including both administrator accounts and user accounts;

“Abusive Conduct” includes:

• Unauthorized access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express authorization of the owner of the system or network;
• granting logins or password information to any person or affiliate who does not directly carry out data entry or administrative functions in relation to the Services;
• monitoring data or traffic on any network or system without the express authorization of the owner of the system or network;
• interference with service to any User of Sensor Platform or the Services, including, without limitation, deliberate attempts to overload a system and broadcast attacks;
• use of an Internet account or computer without the owner’s authorisation;
• collecting or using personal information, email addresses, screen names or other identifiers without the consent of the person identified (including, without limitation, phishing, Internet scamming, password robbery, spidering, and harvesting);
• collecting or using information without the consent of the owner of the information;
• use of the Sensor Platform or the Services to distribute Sensor Platform that covertly gathers information about a user or covertly transmits information about the user.
• any conduct that is likely to result in retaliation against Sensor and Customers, or Sensor’s and Customers’ employees, officers or other agents, including engaging in behaviour that results in any server being the target of a denial of service attack (DoS);
• any act that constitutes a misuse of a Party’s or any other person’s confidential information; or
• devise any form of “work around” to the Services or attempt to run the Service on any unsupported platform;

“Agreement“ means this EULA;

“Australian Consumer Law” means Schedule 2 of the Competition and Consumer Act 2010 (Cth), and the Australian Consumer Law Regulations being as set out in Parts 6 and 7 of the Competition and Consumer Regulations 2010;

“Consumer” has the meaning given to it in the Australian Consumer Law;

“Customer“ means a customer of Sensor Global who has entered into a SaaS Agreement or the Hardware Product Terms;

“Devices” means the equipment provided to you and owned or controlled by Sensor that is required to receive the Sensor Service and includes hub and connected Devices such as smoke alarms, gas and water leak detectors that are integrated with the Sensor Platform. It also includes any future Devices that Sensor may offer at any time. If applicable, it also includes any other such equipment that is already installed by Sensor at your address before the beginning of your Sensor service.

“Effective Date” means the earlier of:

• the date on which the User first uses the login and password to access the Sensor Platform; and
• the date upon which the User receives a written confirmation that EULA has come into force following the User’s express consent to this EULA.

“Excluded Support Services” means any of the following:

• correction of errors or defects arising directly or indirectly from your failure to perform or observe any of your obligations in this Agreement;
• rectification of errors caused by a fault in any designated equipment or Devices;
• equipment maintenance;
• diagnosis or rectification of faults not associated with the SaaS Services;
• enhancements designed to extend the SaaS Services to provide facilities or capabilities not contemplated by the parties at the date of this Agreement;
• furnishing or maintenance of accessories, attachments, supplies, consumables or associated items, whether or not manufactured or distributed by us; and
• maintenance made more difficult by a failure of you to perform or observe any of your obligations in this Agreement

“Export Laws” means all applicable laws restricting and/or regulating:

• the inter-jurisdictional import, export, supply, disclosure, transfer or transmission of goods, services, Sensor Platform, technology, technical know-how, data and/or information; and/or
• the import, export, supply, disclosure, transfer or transmission of goods, services, Sensor Platform, technology, technical know-how, data and/or information to designated entities or persons, or to designated classes of entities or persons;

“Force Majeure Event” means an act, event, or circumstance that is beyond our reasonable control, including but not limited to any of the following:

• acts of God, lightning, earthquakes, cyclones, floods, landslides, storms, explosions, drought, fires, and any other natural disaster
• epidemic, pandemic, or any other public health and safety emergency
• any action taken or ordered by a Regulatory Authority
• acts of war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, blockade or breaking off of public relations, acts of public enemies, terrorism, public disorder, riots, civil commotion, malicious damage, vandalism, sabotage, and revolution
• explosions and nuclear, chemical, or biological contamination
• maritime, aviation, or space industry or space object disaster
• strikes, labour disputes, and other industrial disturbances
• any road closure or congestion of roads
• any quarantine or customs restriction
• any interruption of power supply or scarcity of fuel
• accident, collision, or breakdown of vehicle, machinery, or equipment
• failures of the internet or any public telecommunications network
• hacker attacks, denial of service attacks, virus, or other malicious software attacks or infections
• power failures
• changes to the law

“Hardware Product Terms “means the commercial agreement between a Customer and Sensor in respect of the Products;

“Intellectual Property Rights” or “IP“ means any and all present and future intellectual property rights of whatever nature, whether registered or otherwise (including but not limited to moral rights, worldwide patents, trademarks, database rights and current and future copyright works, circuit layouts, and all modifications and enhancements to them);

“Malicious Code” means:

• any code, program, or sub-program whose purpose is to damage or interfere with the operation of the computer system containing the code, program, or sub-program, or to halt, disable or interfere with the operation of software, code, a program, or a sub-program, itself; or
• any device, method or token that permits any person to circumvent the normal security of the Sensor Platform or the system containing the code or infiltrates a computer, system or Sensor Platform without the prior consent or knowledge of the user, owner or licensee of such computer, system, or software; and including any virus, timebomb, software lock;

“Maintenance Services” means the general maintenance of the Sensor Platform and Services, and the application of Updates and Upgrades to be performed by us in accordance with the terms of this agreement but for the avoidance of doubt this excludes the Excluded Maintenance Services.

“Offensive Content” includes conduct that:

• Constitutes, depicts, fosters, promotes, or relates in any manner to pornography, bestiality, or non-consensual sex acts;
• is violent, incites violence, threatens violence, or contains harassing content or hate speech;
• enables a minor to access material inappropriate for a minor or to establish (or try to establish) contact with a minor not otherwise known to a Party;
• is unfair or deceptive under the consumer protection laws of any jurisdiction, including chain letters and pyramid schemes;
• is defamatory or violates a person’s privacy;
• creates an imminent risk to a person’s safety or health, creates a risk to public safety or health, compromises national security or interferes with an investigation by law enforcement;
• knowingly improperly exposes trade secrets or other confidential or proprietary information of another person;
• is intended to assist others in defeating technical copyright protections;
• knowingly infringes on another person’s Intellectual Property Rights;
• is intended to promote illegal drugs, violates export control laws, relates to illegal gambling or illegal arms trafficking;
• is otherwise known to be illegal or solicits conduct that is known to be illegal under laws applicable to you or to Sensor Global; or
• is otherwise malicious, fraudulent, or likely to result in retaliation against Sensor Global by offended viewers.

“Products“ means all goods and/or services supplied or to be supplied by Sensor to a purchaser, including Devices and SaaS Services.

“Regulatory Authority“ means any government or any public, statutory, governmental (including local authority), semi- governmental, local governmental, administrative, monetary, fiscal, regulatory, or judicial body, department, commission, authority, tribunal, agency or entity in any part of the world (including any successor entity or authority to any such entity or authority);

“Related Body Corporate” means as described in Section 50 of the Corporations Act 2001 (Cth);

“SaaS Services” he SaaS Services provided by Sensor to a Customer under a Subscription Plan, which include set up services, Maintenance Services and Support Services.

“Security Measures” include reasonable security measures relating to administrator account access details, to ensure that no unauthorised person may gain access to the SaaS Services or Sensor Platform using an administrator account;

“Sensor IP” means the Intellectual Property Rights (including the IP in the provision of Services) owned by or licensed to Sensor;

“Subscription Plan” means the commercial agreement between the Customer and Sensor in respect of Sensor Platform services, including under any monthly, annual, pay-up front or other subscription terms offered by Sensor from time to time;

“Sensor Platform” means the platform managed by Sensor and used by Sensor to provide the SaaS Services, including the application and database software for the SaaS Services, the system and server software used to provide the SaaS Services, and the computer hardware on which the application, database, system, and server software installed which provides an ecosystem of cloud connectivity with integrated smart IoT Devices (such as smoke alarms, gas and water leak detectors) allowing the User to manage by exception and improve the customer experience;

“Services” means any services that Sensor provides to the User, or has an obligation to provide to the User, under this EULA;

“Source Code” means, in respect of the Sensor Platform, the Sensor Platform code in human-readable form or any part of the Sensor Platform code in human-readable form, including code compiled to create the Sensor Platform or decompiled from the Sensor Platform, but excluding interpreted code comprised in the Sensor Platform;

“Supported Apps“ means apps compatible with iOS and Android devices or any other devices that Sensor elects to support in connection with the Services from time to time;

“Supported Web Browser“ means the current release of Microsoft Internet Explorer, Bing, Mozilla Firefox, Google Chrome, or Apple Safari from time to time;

“Support Services” means reasonably necessary support in relation to the use of, and the identification and resolution of errors in, the SaaS Services, but for the avoidance of doubt this excludes the Excluded Support Services.;

“Term” means the term of this EULA, commencing in accordance with Section 2.1 and ending in accordance with Section 2.2;

“Unauthorised Use” means any of the following:

• sale, resell, rent, lease, loan, supply, publish, distribute, otherwise commercially exploit, or redistribute the Sensor Platform;
• alter, modify, edit, or adapt the Sensor Platform;
• decompile, de-obfuscate or reverse engineer, or attempt to decompile, disassemble, de-obfuscate or reverse engineer, the Sensor Platform, or cause a third party to do so;
• use of the Sensor Platform in breach of an applicable SaaS Agreement and related policies;
• use of the Sensor Platform in a manner which causes the Sensor Platform to function in a degraded manner, prevents availability or accessibility, or interference with use of the Sensor Platform by other means or circumstances which may place Sensor Global in potential or actual breach of any agreements with third parties;
• provide access to the Sensor Platform to parties who do not have valid authority to have access;
• allow any Malicious Code to be transmitted or disseminated in or by the Sensor Platform;
• not create a false identity or to otherwise mislead any person as to the identity, source or origin of any communications;
• not copy, disclose, publish, create a derivative work, or otherwise make available to any third party, any compilation of data obtained through the use of the Sensor Platform; and
• any activity which is fraudulent, harmful, a breach of applicable law, or illegal or in connection with any such activity.

“Update” means a hotfix, patch or minor version update to the Sensor Platform;

“Upgrade” means a major version upgrade of the Sensor Platform;

“User” means the person to whom Sensor grants a right to use the Sensor Platform under this EULA, including property owners, managing agents, tenants, contractors, and agents;

“User Content” means all data, works and materials: uploaded to or stored on the Sensor Platform by the User; (Raw Data), and transmitted by the Sensor Platform at the instigation of the User; supplied by the User to Sensor Global for uploading to, transmission by or storage on the Sensor Platform; or generated by the Sensor Platform as a result of the use of Services by the User (but excluding analytics data relating to the use of the Sensor Platform and server log files), and all content, data, information and other materials, in whatever format, generated, stored, processed, retrieved, printed or produced using the Raw Data; and

“Vulnerability Testing” ncludes attempting to probe, scan, penetrate or test the vulnerability of the Sensor Platform or the Services or to breach the Sensor’s security or authentication measures, whether by passive or intrusive techniques, without Sensor’s express written consent.