Please read this User Licence Agreement 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.
This User Licence Agreement is entered into on the Effective Date (as defined below), by and between:
- “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
- 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”.
Before You access the Sensor Platform (as defined below), or using any Sensor Global Service, You give Your express agreement to the provisions of this User Licence Agreement. If You do not agree to the provisions of this User Licence Agreement, do not access the Sensor Platform.
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 Global’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 User Licence Agreement is full and valuable consideration for entering into and receiving the Services under this User Licence Agreement.
Sensor Global acknowledges that consideration Sensor Global will receive from granting the User access to use the Sensor Platform in accordance with the provisions of this User Licence Agreement is the value of Services, being full and valuable consideration for entering into this User Licence Agreement
Terms and Conditions of User Licence
- Electronic Formation of Contract
This User Licence Agreement 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 Global 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 Global’s offer binding the User to the provisions of this User Licence Agreement. Should Sensor Global require physical (wet) signature, the User will accommodate such request and physically sign and email a scan of this User Licence Agreement to Sensor Global.
- This User Licence Agreement shall come into effect upon the Effective Date.
- This User Licence Agreement shall continue in force indefinitely, until the earlier of:
- the date on which the User’s Login Account is terminated by Sensor Global, which may occur as a result of a determination made by Sensor Global in its discretion or in accordance with an applicable SaaS Agreement.
- the date on which the corresponding SaaS Agreement terminates; and
- the date of termination of this User Licence Agreement in accordance with the terms of this User Licence Agreement.
- Licence and Limitations
- Subject to the compliance by the User with the provisions of this User Licence Agreement, and in the case of a User for such time as the User’s Login Account remains valid, Sensor Global hereby grants to the User from the Effective Date for the Term, a limited personal, revocable, non-exclusive, royalty-free, non-transferrable, licence without any right to sub-licence, to use the Sensor Platform, for Integrated Devices, and subject to the limitations and prohibitions set out and referred to in this Section
- Where the User is a registered or named User of a related Customer, the User’s licence is conditional upon compliance by the applicable Customer of the terms of the related SaaS Agreement, including full payment of all fees and charges for subscriptions under that SaaS Agreement by the Customer to Sensor Global.
- 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.
- Reputation and Media
- The User must not do any act which prejudices or brings into disrepute the good name and reputation of Sensor Global or its Customers or any of Sensor Global’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 Global 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.
- 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 Global’s policy to terminate in appropriate circumstances the services of customers who are repeat infringers.
- Source Code
Nothing in this User Licence Agreement shall give to the User or any other person any right to access or use the Source Code or constitute any licence of the Source Code.
- Subject to the compliance by the User with the provisions of this User Licence Agreement, and in the case of a User for such time as the User’s Login Account remains valid, Sensor Global hereby grants to the User from the Effective Date for the Term, a limited personal, revocable, non-exclusive, royalty-free, non-transferrable, licence without any right to sub-licence, to use the Sensor Platform, subject to the limitations and prohibitions set out and referred to in Section 3.
- Sensor Global 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 Global 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 User Licence Agreement and are expressed to relate to the Sensor Platform shall apply in respect of the Sensor Platform Services in addition to the Sensor Platform.
- 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 Global’s security procedures (whether by Sensor Global or its Customer(s)), the User must treat such information as confidential.
- Users may only access the Sensor Platform by entering a username (valid user identification code) and password. The User must keep the log in credentials in a secure and safe place.
- Sensor Global 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 Global or the Customer at any time, if in Sensor Global’s or Customer’s reasonable opinion(s), the User has failed to comply with any provision of this User Licence Agreement, and any applicable Customer policies and rules.
- In the event of cancellation of the Login Account of a User in accordance with this Section 8, the User may not object, and such User shall no longer seek to access the Sensor Platform.
- User Content
The User hereby grants to Sensor Global and its Related Bodies Corporate a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit, and translate the User Content to the extent reasonably required for the performance of Sensor Global’s obligations and the exercise of Sensor Global’s rights under this User Licence Agreement. The User also grants to Sensor Global and its Related Bodies Corporate the right to sub-licence these rights to its hosting, connectivity, and telecommunications service providers, subject to any express restrictions elsewhere in this User Licence Agreement.
- Maintenance Services
- Sensor Global 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 Global 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 Global’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 Global may use technical measures to enforce this Section 3.
- The User acknowledges that the supply and licensing of Upgrades may, at the discretion of Sensor Global, be subject to additional terms and conditions.
- Support Services
- From time to time during the Term, Sensor Global may provide Support Services to the Customer through the SaaS Agreement in respect of which the User may benefit, but Sensor Global shall have no obligation to do so under this User Licence Agreement.
- Sensor Global 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 Global 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 SaaS Agreement;
- the improper use of the Sensor Platform by the User; or
- any alteration to the Sensor Platform made without the prior consent of Sensor Global.
- The User acknowledges and agrees that Sensor Global gives no warranties or guarantees in relation to the outcome of the Support Services.
- Assignment – No Assignment of Intellectual Property Rights
- Sensor Global 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 Global’s prior written consent.
- Nothing in this User Licence Agreement shall operate to assign or transfer any Sensor Global IP from Sensor Global to the User, or any Intellectual Property Rights of User from the User to Sensor Global.
- The Parties acknowledge that any Intellectual Property Rights arising out of the performance of the Services by Sensor Global remain our exclusive property, which automatically vests in us upon its creation.
- Suspension of Services
Sensor Global 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 User Licence Agreement, and any applicable Policies of the Customer.
- User Indemnity
Save for Your rights under Australian Consumer Law, the User shall indemnify and keep indemnified Sensor Global 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 Global 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 Global 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 Global and arising directly or indirectly as a result of any breach by the User of this User Licence Agreement.
- Each Party warrants to the other Party that it has the legal right and authority to enter into this User Licence Agreement and to perform its obligations under this User Licence Agreement.
- Sensor Global warrants to the User that the Sensor Platform, when used by the User in accordance with this User Licence Agreement, will not infringe the copyright rights of any person in Australia and the United States only.
- If Sensor Global reasonably determines, or any third party alleges, that the use of the Sensor Platform by the User in accordance with this User Licence Agreement infringes any person’s copyright rights, Sensor Global 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 User Licence Agreement.
- These Sections 2 and 16.3 represents Sensor Global’s sole obligations, and the User’s exclusive remedy with respect to Intellectual Property Rights infringement claims.
- The User warrants to Sensor Global 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 Global and its Related Bodies Corporate that the User will comply with applicable law and all regulatory requirements in accessing the Sensor Global Platform.
- All of the Parties’ warranties and representations in respect of the subject matter of this User Licence Agreement are expressly set out in this User Licence Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this User Licence Agreement will be implied into this User Licence Agreement or any related contract.
- Acknowledgements and Warranty Limitations
- The User acknowledges that:
- the Services are provided by Sensor Global 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 Global 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 User Licence Agreement, Sensor Global 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 User Licence Agreement, Sensor Global 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 Global will not provide any legal, financial, accountancy or taxation advice under this User Licence Agreement or in relation to the Sensor Platform; and, except to the extent expressly provided otherwise in this User Licence Agreement, Sensor Global 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 Global 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 Global of those linked websites or information the User may obtain from them. Sensor Global 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.
- Limitations and Exclusions of Liability
- Nothing in this User Licence Agreement 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 User Licence Agreement, 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 Global however caused, suffered or incurred by the You because of a failure to comply with Australian Consumer Law is limited, at Sensor Global’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 Global’s option, to supplying the Services again or payment of the cost of having the Services supplied again.
- Sensor Global 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 Global 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
- In addition to Sensor Global’s suspension rights, Sensor Global may terminate this User Licence Agreement in the event of a breach of any of the provisions of this User Licence Agreement by the User, or without the need to specify a cause immediately. Sensor Global may communicate termination by disabling the User’s Login Account which may occur as a result of a determination made by Sensor Global in its discretion or in accordance with an applicable SaaS Agreement.
- This User Licence Agreement shall terminate for all Users immediately and without notice upon termination of the SaaS Agreement with the related Customer.
- Effects of Termination
- Upon the termination of this User Licence Agreement, all of the provisions of this User Licence Agreement shall cease to have effect, save that the following provisions of this User Licence Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely):
|1||Electronic Formation of Contract|
|3||Licence and Limitations|
|8||User Login and Access Credentials|
|13||No Assignment of Intellectual Property Rights|
|14||Suspension of Services|
|17||Acknowledgements and Warranty Limitations|
|18||Limitations and Exclusions of Liability|
|20||Effects of Termination|
- Except to the extent that this User Licence Agreement expressly provides otherwise, the termination of this User Licence Agreement shall not affect the accrued rights of either Party.
- No breach of any provision of this User Licence Agreement shall be waived except with the express written consent of the Party not in breach.
- If any provision of this User Licence Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this User Licence Agreement 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 User Licence Agreement 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 Global may assign Sensor Global’s contractual rights and obligations under this User Licence Agreement to its Related Bodies Corporate OR to any successor to all or a substantial part of the business of Sensor Global 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 User Licence Agreement. Save to the extent expressly permitted by applicable law, the User must not without the prior written consent of Sensor Global assign, transfer or otherwise deal with any of the User’s contractual rights or obligations under this User Licence Agreement.
- This User Licence Agreement 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 User Licence Agreement are not subject to the consent of any third party.
- The User Licence Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this User Licence Agreement, 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 Global and nothing in this Agreement is intended to or will imply or constitute an ownership, joint venture, or agency relationship between the Parties.
- This User Licence Agreement 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 User Licence Agreement.
- Related Bodies Corporate
You acknowledge that:
- Sensor Global enters this Agreement on its own behalf and for the beneﬁt of each of the Sensor Global Group the context permits or requires;
- the beneﬁt of this Agreement is held by Sensor Global on its own behalf and on trust for each Sensor Global Group member;
- Sensor Global may enforce and recover under this Agreement for and on behalf of any Sensor Global Group member; and
- Sensor Global is free to make any amendments to these Terms without reference to any Sensor Global Group member.
- Export control
- The User acknowledges that materials and/or information supplied to the User under this User Licence Agreement 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 User Licence Agreement.
- Without prejudice to the generality of Section 2, the User:
- must not import, export, supply, disclose, transfer, or transmit any materials or information supplied to the User under this User Licence Agreement 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 licences 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 User Licence Agreement.
In this User Licence Agreement, 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.
In this User Licence Agreement, 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 Global and Customers, or Sensor Global’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 User Licence Agreement;
“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;
“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 User Licence Agreement has come into force following the User’s express consent to this User Licence 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 Global in respect of the Products;
“Integrated Device(s)“ means hub and connected devices approved by Sensor Global, which are integrated with the Sensor Platform;
“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 supply to the User of Updates and Upgrades in respect of the Sensor Platform;
“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 related services supplied or to be supplied by Sensor Global to a Customer as specified on a Product Order form, whether manufactured by a third party or otherwise
“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 Agreement” means the commercial agreement between the Customer and Sensor Global in respect of Sensor Platform services;
“SaaS Services” the SaaS Services provided by Sensor Global to a Customer under the SaaS Agreement, 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 Global IP” means the Intellectual Property Rights (including the IP in the provision of Services) owned by or licensed to Sensor Global;
“Sensor Platform” means Sensor Global’s cloud-based platform (including Sensor Global’s applications and database software, system and server software and computer hardware which provides an ecosystem of cloud connectivity with integrated smart IoT devices enabling a real time vision of the compliance status of connected IoT devices (such as smoke alarms, water leak detectors and gas alarms) allowing the User to manage by exception and improve the customer experience;
“Services” means any services that Sensor Global provides to the User, or has an obligation to provide to the User, under this User Licence Agreement;
“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 Global elects to support in connection with the Services from time to time;
“Supported Web Browser“ means the current release of Microsoft Internet Explorer, Mozilla Firefox, Google Chrome, or Apple Safari from time to time;
“Support Services” means support reasonably necessary in relation to the use of, and the identification and resolution of errors in, the SaaS Services to ensure that the SaaS Services remain in substantial conformity with the requirements described in the SaaS Agreement in relation to the use of the Sensor Platform and the identification and resolution of errors in the Sensor Platform provided by Sensor Global to the Customer under the applicable SaaS Agreement, and shall not include the provision of training services whether in relation to the Sensor Platform or otherwise;
“Term” means the term of this User Licence Agreement, commencing in accordance with Section Error! Reference source not found. and ending in accordance with Section 2.1;
“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 Global grants a right to use the Sensor Platform under this User Licence Agreement, 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” includes attempting to probe, scan, penetrate or test the vulnerability of the Sensor Platform or the Services or to breach the Sensor Global’s security or authentication measures, whether by passive or intrusive techniques, without Sensor Global’s express written consent.