Updated and Effective as of March 9th, 2020
Welcome to the Internet sites (“Sites”), applications and services provided by SensChirp, Inc. (collectively, the “Services”). These Terms of Use govern your access and use of the Services provided by SensChirp , Inc., and any all of its subsidiaries, affiliates, brands and entities that it controls. Please read these Terms carefully before accessing or using the Services.
By joining, or each time you access and use the Services, you signify that you have read and understand, and agree to be bound by, these Terms. If you do not agree to these terms, you are not permitted to use the Services. These Terms have the same force and effect as an agreement in writing.
If you wish to contact us in writing, have a complaint or are required to give us notice in writing, you can send this to us by email at info@senschirp.ca. If we have to contact you or give you notice in writing, we will do so by email or post to any (email) address you provide to us.
Important Notices:
- The key terms you should consider are the limitations on liability contained in the sections titled Disclaimer of Warranties and Limitation of Liability.
- Your access to and use of the Services is also governed by our Privacy Policy and Cookie Policy.
- We recommend that you print a copy of these Terms and the Privacy Policy for your future reference.
Your Responsibilities
You are responsible for obtaining and maintaining at your own cost all equipment and services needed for access to and use of the Services. When you register with us and each time you access the Services, you may be providing certain information about yourself. You agree that we may use any information that we obtain about you in accordance with the provisions of our Privacy Policy and that you have no ownership or proprietary interest in your account other than as set out in these Terms. If you elect to register with us, you agree to: (a) provide true, accurate, current, and complete information as prompted by the registration form; and (b) maintain and update such information to keep it true, accurate, current, and complete at all times. If any information you provide is or becomes untrue, inaccurate, or incomplete, we have the right to terminate your access to and use of your account and the Services. In addition, you agree not to use the Services to: (a) violate any local, state, national, or international law or regulation; (b) transmit any material that is abusive, harassing, tortious, defamatory, vulgar, pornographic, obscene, libellous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable; (c) transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation; (d) transmit any material that contains adware, malware, spyware, software viruses, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (e) stalk, harass, or harm another individual, including revealing the real name of any fellow user that has chosen to use an alias on the Services; (f) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (g) use any robot, spider, rover,”scraper or any other data-mining technology or automatic or manual process to monitor, cache, frame, mask, extract data from, copy or distribute any data from the Services, our network or databases; (h) use any features of the Services for anything other than their intended purpose; (i) interfere with or disrupt the Services or servers or our networks, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services; or (j) assist, permit or encourage any person to perform any of the activities described above.
User Submissions
We do not claim ownership of any information, data, text, software, music, sound, photographs, graphics, video, messages, tags or other materials you submit for display or distribution to others through the Services (collectively, “User Submissions”). As between you and us, you own all rights to your User Submissions. However, you grant (and confirm and promise to us that you have the right to grant) to us and our affiliates, representatives, sublicensees and assigns an irrevocable, perpetual, non-exclusive, sub-licensable, royalty-free and fully-paid, licence (sublicensable through multiple tiers) throughout the universe to use, distribute, syndicate, license, reproduce, modify, adapt, publish, translate, publicly perform, create derivate works and publicly display your User Submissions (in whole or in part) in any format or medium now known or later developed; provided, however, that our exercise of our rights under the foregoing licence shall at all times be subject to the limitations upon disclosure of your User Submissions imposed on us under our Privacy Policy. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attributions with respect to your User Submissions. We reserve the right to display advertisements in connection with User Submissions and to use User Submissions for advertising and promotional purposes without any compensation to you. These advertisements may be targeted to the content or information stored on the Services. In consideration for us granting you access and use of the Services, you agree that we may place such advertisements throughout our Services. We do not pre-screen User Submissions, and you agree that you are solely responsible for all of your User Submissions. We are not required to backup, host, display, or distribute any User Submissions, and may remove at any time or refuse any User Submissions. We are not responsible for any loss, theft or damage of any kind to any User Submissions. You represent and warrant that your User Submissions and our authorized use of such submissions do not and will not infringe the rights of any third party (including, without limitation, intellectual property rights, rights of privacy or publicity, or any other legal or moral rights). Your User Submissions must not violate our policies. You may not represent or imply to others that your User Submissions are in any way provided, sponsored or endorsed by us. You, and not we, are responsible for any consequences of sharing personal information about yourself on public areas of the Service, such as your home address or the home address of others.
We own all rights, title, and interests in any compilation, collective work or other derivative work created by us using or incorporating your content (but not your original content). When you use a feature on the Services that allows users to share, transform, readapt, modify, or combine user content with other content, you grant us and our users an irrevocable, non-exclusive, royalty free, perpetual, right and licence in the universe to use, reproduce, modify, display, remix, perform, distribute, redistribute, adapt, promote, create derivative works, and syndicate your content in any medium and through any form of technology or distribution and to permit any derivative works to be licensed under these same licence terms. The rights granted under this section 2 will survive the termination of these Terms.
All content and materials provided on the Services are intended for general information, general discussion, education, and entertainment purposes only. Do not construe that such content is either endorsed or verified by us. The content is provided “as is,” and your use or reliance on such materials are solely at your own risk.
Materials Published By Users
If you do not have a contract with the publisher of a property that is hosted on the Chorus Platform as a paid contributor, but you are given the right to publish material to one or more of the properties on the Chorus platform for which you do not have a contributor contract, you are a designated “Trusted Access User” with regard to such property(ies). As a Trusted Access User, you are voluntarily contributing and there are no ongoing expectations or requirements for your contributions, except adherence to these Terms and any Community Guidelines. You acknowledge that you do not have any expectation of compensation for your contributions as a Trusted Access User. Although SensChirp shall own the copyrights to any content you publish as a Trusted Access User, you shall retain a perpetual, royalty-free license to any material you publish as a Trusted Access User and you may use and distribute such material freely.
Copyright Infringement and Trademark Rights
We respect the intellectual property rights of others. Accordingly, we have a policy of removing User Submissions that violate copyright law, suspending access to the Services (or any portion thereof) to any user who uses the Services in violation of copyright law, and/or terminating in appropriate circumstances the account of any user who uses the Services in violation of copyright law. Pursuant to Title 17 of the United States Code, Section 512, we have implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If you believe a user of the Services is infringing your copyright, please provide written notice to our agent listed below for notice of claims of copyright infringement.
SensChirp Inc.
Email: info@senschirp.ca
Your written notice must: (a) contain your physical or electronic signature; (b) identify the copyrighted work alleged to have been infringed; (c) identify the allegedly infringing material in a sufficiently precise manner to allow us to locate that material; (d) contain adequate information by which we can contact you (including postal address, telephone number, and e-mail address); (e) contain a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, the copyright owner’s agent, or the law; (f) contain a statement that the information in the written notice is accurate; and (g) contain a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. Please do not send notices or inquiries unrelated to alleged copyright infringement to our designated copyright agent.
If you believe that your trademark is being used somewhere on the Services in a way that constitutes trademark infringement, the owner or an agent of the owner may notify us at info@senschirp.ca. We ask that any complaints provide the accurate identity of the owner, how we may contact you, and the specific nature of the complaint.
Termination
We may terminate your membership or suspend your access to all or part of the Services, without notice, if you violate these Terms or you engage in any conduct that we, in our sole and absolute discretion, believe is in violation of any applicable law or regulation or is otherwise harmful to the interests of us, any other user of the Services, or any third party. You agree that SensChirp, Inc. shall not be liable to you or any third party for removing your user submissions or suspending or terminating your access to the Services (or any portion thereof). You may discontinue your participation in and access to the Services at any time. We reserve the right to investigate your use of the Services in the event we, in our sole and absolute discretion, believe you have violated these Terms. Upon termination, we have no obligation to retain, store, or provide you with any data, information or other content that you uploaded, stored, or transferred on or through the Services, other than as provided by law and in accordance with our Privacy Policy. You can delete your account at any time, for any reason, by emailing us at info@senschirp.ca with the subject “Close My Account”.
Modifications To Terms
We may, in our sole and absolute discretion, change these Terms from time to time. We may notify you of any changes by any reasonable means, including by posting a revised version of these Terms through the Services or by emailing you at the address you provided upon registering for an account. If you object to any such changes, your sole recourse shall be to stop using the Services. Your continued use of the Services following notice of any such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
Modifications To the Services
We reserve the right to modify, suspend or discontinue all or any aspect of the Services with or without notice to you. Without limitation to the preceding sentence, we may periodically schedule system downtime for maintenance and other purposes. You also acknowledge that unplanned system outages may occur. The Internet site is provided over the Internet and so the quality and availability of the site may be affected by factors outside our reasonable control. Accordingly, we cannot accept any responsibility for any connectivity issues that you may experience when using the Sites or for any loss of material, data, transactions or other information caused by system outages, whether planned or unplanned. You agree that we shall not be liable to you or any third party should SensChirp, Inc. exercise its right to modify, suspend or discontinue the Services.
Fees
We reserve the right at any time to charge fees for access to the Services or to any specific new feature or content that we may introduce from time to time. In no event will you be charged for access to any Services unless we obtain your prior agreement to pay such fees. If you do not consent to the payment of such fees, however, you may not have access to paid content or services. Details regarding the content or services you will receive in exchange for fees, as well as the payment terms and conditions that apply, will be disclosed to you prior to your agreement to pay such fees. You agree to pay such fees if you sign up for any fee-based service. Any such terms and conditions shall be deemed to be a part of (and are hereby incorporated by reference into) these Terms.
Password, Security and Confidentiality
You are responsible for maintaining the confidentiality of your password to access the Services, and you are solely responsible for all activities that occur under your password. You agree to immediately change your password and notify us at info@senschirp.ca if you suspect or become aware of any unauthorized use of your password or any other breach of security related to the Services. We reserve the right to require you to alter your password if we believe that your password is no longer secure. You agree that we will not be liable for any loss or damage arising from your failure to adequately safeguard your password or someone else’s use of your account.
Information obtained by you via your account and information disclosed directly to you by us (“Confidential Information”) shall be kept strictly confidential by you and used only for the purpose of interacting with and transacting on the platform and shall not be disclosed by you in whole or in part, directly or indirectly to any third party, provided that: (a) you may disclose such information to any of your employees, solicitors and other professional advisors (if appropriate) for the purpose of working with you in connection with your decision to use the Services, on the basis that you understand that you will be responsible for their use and handling of such information; and (b) Confidential Information shall not include information that: (i) was in your lawful possession before it was disclosed, without confidentiality restrictions; (ii) you obtain from a third party on an unrestricted basis other than through breach of these Terms or breach of any other obligation of confidentiality on you or the third party; (iii) is developed by you independently of us and any information received by you from us; or (iv) you are required to disclose in accordance with applicable law, provided that you give us as much advance written notice of such requirement as is reasonably practicable in the circumstances.
Links
We may provide links to other Web sites or Internet resources for your convenience only, and such links do not signify or imply our endorsement of such other Web site or resource or its contents over which we have no control and which we do not monitor. You use those links at your own risk and should apply a reasonable level of caution and discretion in doing so. You agree that we shall have no responsibility or liability for any information, software, or materials found at any other web site or internet resource.
Applications
We may offer software applications to help you gain access to our Services. In such circumstances, we grant you a personal, non-exclusive, non-transferable, limited licence to install such software applications solely on the devices you will use to access the Services. You agree that we may provide you from time to time with automatic upgrades of these applications, which you will accept for installation. Please note that certain retail application stores that offer our applications may have separate sales terms that will be binding on you if you elect to download our applications from such merchants.
For users in the United States, our software is a “commercial item,” as that term is defined in 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the software with only those rights set forth herein. Your use of the software must comply with all applicable import and export control laws and regulations of the United States and other countries.
Restrictions and Commercial Use
Other than as set provided for in these Terms: You may not copy, make derivative works, resell, distribute, or make any commercial use of (other than to keep and share information for your own non-commercial purposes) any content, materials, or databases from our network or systems. You may not sell, sublicense or redistribute our software applications or incorporate them (or any portion of them) into another product. You may not reverse engineer, decompile or disassemble the software or otherwise attempt to derive the source code (except where expressly permitted by law) or the communications protocol for accessing the Services or out networks. You may not modify, adapt or create derivative works from the software or remove proprietary notices in the software. You undertake not to use the Services for any purpose that is fraudulent or unlawful, not to interfere with the operation of the Services. Your use of the Services must comply with our policies.
Disclaimer of Warranties
You expressly agree that use of the services is at your sole risk. We provide the Services on an “as is” and “as available” basis. We expressly disclaim all warranties of any kind, whether express or implied, with respect to the SensChirp, Inc. network (including, but not limited to, the implied warranties of merchantability, fitness for a particular use or purpose, and non-infringement). SensChirp, Inc. makes no warranty that SensChirp, Inc. network will meet your requirements, or that the services will be uninterrupted, timely, secure, free of viruses or other harmful components or error free, or that defects will be corrected. You acknowledge that access to data (including, but not limited to, documents, photographs, and software files) stored by you or others on the Services is not guaranteed and that we shall not be responsible to you for any loss of data caused by the Services or their unavailability. We make no warranty as to the results that may be obtained from the use of the Services, or as to the accuracy or reliability of any information obtained through the Services, or that defects in the Services will be corrected. you understand and agree that any material and/or information downloaded or otherwise obtained through the use of the Services is done at your own discretion and risk and that you will be solely responsible for any damage arising therefrom. No advice or information, whether oral or written, obtained by you from SensChirp, Inc. or through the Services shall create any warranty not expressly made herein.
You represent and warrant to us that execution, delivery and performance of any aspect(s) of these terms will not violate any law, ordinance, charter, by-law or rule applicable to you, or any other agreement by which you are bound or by which any of your or their assets are affected.
Limitations of Liability
Nothing in these Terms shall limit or exclude our liability for: (i) death or personal injury resulting from our negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that cannot be excluded or limited under English law. We are responsible for loss or damage you suffer that is a foreseeable result of our breaching these Terms or our failing to use reasonable care and skill. However, you understand that to the extent permitted under applicable law, in no event will we or our officers, employees, directors, shareholders, parents, subsidiaries, affiliates, agents, subcontractors or licensors be liable under any theory of liability (whether in contract, tort, statutory, or otherwise) for any unforeseeable, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of revenues, profits, business, business interruption, business opportunity goodwill, use, data or other intangible losses (even if such parties were advised of, knew of or should have known of the possibility of such damages), resulting from your (or anyone using your account’s) use of the Services. We will not be liable for damages which you could have avoided by following our advice, including to apply an update, patch or error correction offered to you free of charge or to have in place the minimum system requirements advised by us. We will not be liable or responsible for any failure to perform, or any delay in the performance of, any of our obligations under these Terms that is caused by any event or circumstances beyond our reasonable control, including any failure of public or private telecommunications networks or any delays or latency due to your physical location or your wireless data service provider’s network. Unless otherwise provided by applicable law, in no event shall our liability to you exceed the amount of fees you paid us (if applicable) for a period of three months prior to the date you submit a claim.
Exclusions and Limitations
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of our liability shall be the minimum permitted under such applicable law.
Indemnification
You agree to indemnify, defend, and hold harmless us, our parents, subsidiaries, affiliates, officers, directors, employees, consultants, subcontractors and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorney fees) that such parties may incur as a result of or arising from your (or anyone using your accounts) violation of these Terms. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defence of such claim.
Trademarks & Patents
” SensChirp, Inc.,” SensChirp, Inc. design, our site names and logos, as well as certain other names, logos, and materials displayed in the Services constitute trademarks, trade names, service marks or logos (“Marks”) of us or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities.
Copyrights – Restrictions on Use
The content on the Services (the “Content”), including without limitation, video, text, photos, and graphics, is protected under Canadian and international copyright laws, is subject to other intellectual property and proprietary rights and laws, and is owned by us or our licensors. Other than with respect to your own User Submissions: (a) the Content may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and that of our applicable licensors; and (b) you must abide by all copyright notices, information, or restrictions contained in or attached to any Content. We give you a personal, revocable, non-assignable, non-sublicensable and non-exclusive right to access and use the Services in the manner permitted by these Terms. You acknowledge that you have no right to have access to all or any part of the Services in source code form.
Electronic Notices
You agree to transact with us electronically. Your affirmative act of registering, using or logging into the Services constitutes your acceptance signature to these Terms. We may provide notices to you electronically (1) via e-mail if you have provided us with a valid email address or (2) by posting the notice on a website designated by us for this purpose. The delivery of any Notice is effective when sent or posted by us, regardless of whether you read the Notice or actually receive delivery. You can withdraw your consent to receive Notices electronically by discontinuing your use of the Service.
Governing Law and Jurisdiction
For users outside of the European Union: these Terms and the relationship between you and us shall be governed by the laws of the District of Columbia as applied to agreements made, entered into, and performed entirely in the District of Columbia residents, notwithstanding your actual place of residence. All lawsuits arising from or relating to these Terms or your use of the Services shall be brought in the courts located in Washington, DC, District of Columbia, and you hereby irrevocably submit to the exclusive personal jurisdiction of such courts for such purpose.
For users in the UK and within the European Union: these Terms are governed by English law and we both agree to submit to the nonexclusive jurisdiction of the English courts. If you are resident in another country in the EU, you may bring a claim to enforce your consumer protection rights in connection with these Terms in England or in the EU country in which you live.
Entire Agreement: These Terms, together with the terms of any end user licence agreement to which you agree when downloading any software that we make available through the Services and any additional terms to which you agree when using particular elements of the Services (for example, terms specific to a site within the network of Sites or relating to the payment of fees for certain Services content or services), constitute the entire and exclusive and final statement of the agreement between you and us with respect to the subject matter hereof, and govern your use of the Services, superseding any prior agreements or negotiations between you and us with respect to the subject matter hereof.
Transfer of Rights: You may not transfer your rights or obligations under these Terms to anyone else without our prior written consent.
Conflicts: In the event of any conflict between these Terms and terms of a specific site within the network of Sites, these Terms shall govern.
Waiver and Severability: Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you nevertheless agree that the court should endeavour to give effect to the intentions of us and you as reflected in the provision, and that the other provisions of these Terms remain in full force and effect. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking these Terms, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
For users outside of the European Union Only: You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Headings: The section titles in these Terms are for convenience only and have no legal or contractual effect.
Survival: The terms of sections 2 and 12 through 20 of these Terms, as well as any other limitations on liability explicitly set forth herein, shall remain in full force and effect notwithstanding any termination of your use of the Services.
Our Relationship: Both parties are independent contractors of each other. No other person shall have any rights to enforce any of the provisions contained in these Terms. Neither party shall be deemed an employee, agent, partner, joint venture or legal representative of the other for any purpose, and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other, solely as a result of these Terms. In no event shall you be deemed under these Terms as being one of our employees or entitled to any of our employee benefits.
