Terms and Conditions
Welcome to the Sensor Management website ("The Website"), an online service designed and offered by ABM Sensor Technology Incorporated ("ABM"). These Terms of Use are a legal agreement between you and ABM. By accessing, viewing, or using this site, you acknowledge that you have read, understood, and are bound by these Terms of Use without any modification or qualification. If you do not agree, please do not use this website. IT IS IMPORTANT THAT YOU READ ALL THE TERMS AND CONDITIONS CAREFULLY. IF YOU ARE DISSATISFIED WITH THE TERMS, CONDITIONS, RULES, POLICIES, GUIDELINES OR PRACTICES OF OPERATING OUR SERVICE, UNLESS EXPRESSLY SET OUT IN THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE. If for any reason you are unable to meet all the conditions set forth in these Terms of Use, or if you breach any of the Terms of Use contained herein, your permission to use The Website or access any of ABM's Services (defined below) immediately lapses. ABM reserves the right to modify or change these Terms of Use at any time without giving prior notice. We shall, however, notify you of significant changes by posting an announcement on The Website. Your use of The Website is subject to the most current Terms of Use posted on The Website at such time. The most current version can be reviewed by clicking "Terms of Use" hyperlink at the bottom of the login page. A. Definitions. The following terms shall have the following meaning throughout the Terms of Use. "Agreement" or "this agreement" refers to these Terms of Use. "Applicable law" refers to the laws currently in force in the Province of Ontario, Canada which shall govern this agreement. "The Website" means this website, all related webpages, and all related websites operated by affiliates or divisions of ABM, but does not include any third party websites which are linked to or may link from this website whether or not such third party websites are used in connection with the Services. "Sensor Data" means sensor calibration data, configuration data and the measurement data collected by the sensor and transmitted to ABM's sensor server. "Service" and "Services" refer to the online sensor management through The Website, Sensor Data access and storage, Sensor Data analysis and Support offered through ABM from time to time. "Subscriber" refers to any person who maintains an account with us and utilizes our Services. "Support" means technical support and assistance provided to users by ABM. "ABM", "we", "us" and "our" shall refer to ABM Sensor Technology Inc. and all its affiliates and subsidiaries. "Sensor Access" means the The Website and all mobile applications and other applications which provide access to the Services offered by ABM and its affiliates from time to time. "ABM Parties" includes ABM, its affiliates, subsidiaries, partners, service providers, suppliers and contractors and each of their respective officers, directors, agents, and employees. "You" and "user" shall refer to any person who visits The Website and includes a subscriber and its employees and agents. B. General. ABM grants you a non-exclusive, non-transferable limited license to use Sensor Access and related resources in accordance with these Terms of Use. You agree not to infringe our intellectual property and the intellectual property of any third parties with whom we have partnerships, and you will comply with the terms of any applicable license agreements. You agree that any notices, disclosures, agreements and other communications that we may deliver or communicate to you from time to time comply with the terms of any applicable electronic documents legislation, including the requirement that such documents be in writing, are capable of being retrieved, reviewed, printed and stored for further use by you. Electronic Delivery By accepting this Agreement, you agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that we provide in connection with your Account and your use of the Service. Communications include but are not limited to: agreements and policies, such as this Agreement and our Privacy Policy, including updates thereto; annual disclosures; transaction receipts or confirmations; communication in relation to delinquent accounts (which may also be by phone, and may be made by ABM or by anyone on its behalf, including a third party collection agent); Account statements and history. We will provide these Communications to you by emailing them to you at the primary email address listed in your Account registration, by emailing you a link or instructions how to access them on a website, or (if permitted by law) by posting them on the Website. Communications are considered received by you within 24 hours of the time they are emailed to you or posted to our Website. You further agree that your electronic signature has the same effect as your manual, physical signature. By giving your consent, you are confirming that you are able to receive, open, and print or download a copy of any Communications for your records. It is important for you to retain copies of Communications because they may not be accessible in your Account at a later date. How to Withdraw Your Consent You may withdraw your consent to receive Communications electronically by contacting us through Customer Support or as outlined in our Privacy Policy. If you withdraw your consent to receive Communications electronically, ABM may deny your registration for an Account, restrict or close your Account, or charge you additional fees for paper copies. Collaboration ABM may, without notice or liability, add, discontinue or revise any aspect, mode or design of the Services which include but not limited to the scope of service, time of service, or to the software/hardware required for access to the Services. ABM may also limit the geographic locations or jurisdictions where certain Services may be available. Without prejudice to the foregoing, should there be a failure of or error, omission, defect, deficiency, delay causing downtime, or inability of a subscriber to access the Services for any length of time, including as a result of the permanent termination of service, the subscriber acknowledges and agrees that, except as otherwise set out herein, its only remedy for any error, omission, defect, deficiency, delay or other failure of Sensor Access or the Services whatsoever is to discontinue using Sensor Access and the Services. You assume sole responsibility for and shall ensure that any information, data, documents or materials used, disclosed, entered into or created using Sensor Access or in connection with the Services is accurate, reliable and complete and does not violate our content guidelines. You authorize us to monitor your Sensor Data and your use of the Services. You represent and warrant that you have obtained all required consents and comply with all applicable legislation, including without limitation privacy legislation, in connection with any use and disclosure of information relating to the use of Sensor Access and the Services. ABM accepts no responsibility for the accuracy of any information, data, documents or materials entered into or created using Sensor Access or the Services except as otherwise set out herein. The input, posting or uploading of any information and the storage of any information, data, documents or materials on the Service by us does not constitute our endorsement nor warranty as to the compliance of such information or materials with applicable legislation, nor to the accuracy, timeliness, materiality, completeness, or reliability of such information or materials. C. Conditions of Usage. You agree to use Sensor Access and the Services for the purposes that they were intended and only in accordance with the terms of this agreement. If you register an account, you agree, represent and warrant that you will provide us with true, current, complete and accurate information requested in the registration form and from time to time in connection with your use of Sensor Access. Your registration for any of Sensor Access constitutes consent to use any personal information which you provide us in such registration for the purposes set out in our Privacy Policy and for all uses ancillary thereto for which your consent may reasonably be implied. You also will select a username and password. You are responsible for keeping your user name, password, account details, and all information required in connection with your use of Sensor Access confidential and up to date. If you are not the business owner and are registering an account on behalf of a business, you represent and warrant that you have been authorized and directed by your business's principals to open the account and that you have shared all user names, passwords and access credentials with other authorized representatives in your business and that you have provided us with the business contact information of at least one other person. If you leave the business and your business's principal contacts us we may be required to provide access to the Sensor Access account. You agree to hold harmless and release the ABM Parties from any liability if we do so. Furthermore, you are entirely responsible for any activities that occur under your account. You agree to notify us immediately of any unauthorized access to or use of your account. You agree to hold harmless and release the ABM Parties from any loss or liability whatsoever that you may incur as a result of someone other than you using your username, password or account, either with or without your knowledge. You agree to indemnify the ABM Parties for any damages, third party claims or liabilities whatsoever that we may incur as a result of activities that occur on or through your account, whether or not you were directly or personally responsible. D. Software Notice. In the event that a user is required to download or use software in connection with the Services, he or she shall be unable to download and access such software unless he or she first agrees to the license agreement relating to such software. Use of any such software is governed by these Terms of Use and any such license agreement. E. Copyrights, Trademarks and Intellectual Property. ABM and its licensors and suppliers own both the proprietary rights as well as the intellectual property rights to all URLs, materials, products, web content, web page designs, web page layouts, images, text, tools, utilities and software that make up the Services, but excluding your data and information which you provide to us or input using Sensor Access and the Services. The technical procedures, processes, concepts and methods of operation that are inherent within Sensor Access constitute trade secrets. The usage of our Services does not constitute a sale or transfer of any intellectual property rights to the users. Without any prejudice to the foregoing, any information or data entered using Sensor Access by a user or otherwise provided for accessing Sensor Access on the user's behalf shall at all material times remain the property of the user. The user hereby grants to ABM a worldwide, perpetual, royalty free, nonexclusive right and license to use all content provided by the user in connection with Sensor Access and the Services for uses related to the delivery of the Services. Materials on and relating to Sensor Access, including the content of Sensor Access and any software downloaded from Sensor Access, are protected by copyright, trade-mark and other intellectual property laws. Subject to your ownership of your user content and data, ABM reserves all rights in and to such materials. The subscriber will not make store, download, transfer, sell, reproduce, redistribute, transfer to any other server, modify, reverse engineer or copy the Services or any of the materials or software or any part of Sensor Access or any content therefrom without ABM's express written consent. You will also take all reasonable steps to forestall any unauthorized use, copying or transfer of materials on or relating to Sensor Access. Notwithstanding the above, you may, subject to the following conditions, use individual screen displays (screenshots) which you generate as a subscriber using the Services. Your use of screenshots is subject to the following: (a) No screenshot may be used from any beta version of Sensor Access unless it has been commercially released to the public; (b) the use is for illustrative purposes; (c) the use may not imply any endorsement or affiliation by or with ABM; (d) the screenshot does not contain any commentary which may appear to have been attributable to us; (e) the screenshot does not contain any third party content; and (f) the use does not infringe on any of these terms of use. ABM has rights to several trade-marks which it uses in connection with the operation of Sensor Access. ABM does not grant the users any right or license to use the ABM trade-marks or any logo, trade-name or other intellectual property other than as expressly set out herein and in other licenses between you and us. F. Prohibited Use. You agree that your sensor and The Website shall not be used in applications where the failure of the sensor, failure of the sensor to reliably connect to or update ABM's sensor server, failure of The Website or failure of any of ABM's Services would cause life threatening conditions, damages to equipment, damages to properties or financial loss. G. Limitation of Liability. THE SUBSCRIBERS AND THE USERS HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE THE ABM PARTIES FROM ANY AND ALL MANNER OF RIGHTS, LOSSES, COSTS, CLAIMS, COMPLAINTS, DEMANDS, DEBTS, DAMAGES, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY LOST PROFIT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES (COLLECTIVELY, A "CLAIM") WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH (I) THIS AGREEMENT; (II) THE USE OF SENSOR ACCESS AND ITS SERVICES AND ANY THIRD PARTY SERVICES; (III) THE USE OF ANY SOFTWARE RELATED TO SENSOR ACCESS; (IV) VIRUSES, SPYWARE, SERVICE PROVIDER FAILURES, CELLULAR NETWORK FAILURES, CELLULAR NETWORK INTERRUPTIONS OR INTERNET ACCESS INTERRUPTIONS; (V) LOSS OF USE, LOSS OF DATA, ERROR, INACCURACY OF DATA, INACCURATE CALCULATIONS (EXCEPT AS OTHERWISE SET OUT HEREIN), DOWNTIME, IDENTITY THEFT OR UNAUTHORIZED ACCESS; OR (VI) ANY INFORMATION, DOCUMENT, MATERIALS, TOOLS, UTILITIES, PRODUCT OR DATA THAT RELATING TO THE USE OF SENSOR ACCESS AND THE SERVICES; WHETHER SUCH CLAIM IS BASED IN CONTRACT OR TORT OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM, OR SUCH CLAIM WAS REASONABLY FORESEEABLE AND NOTWITHSTANDING THE SUFFICIENCY OR INSUFFICIENCY OF ANY REMEDY PROVIDED FOR HEREIN OR IN ANY LICENSE. FOR GREATER CERTAINTY, IN NO EVENT SHALL WE (AND OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, SENSOR ACCESS AND SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE, MISUSE, ERROR, OR LOSS OF DATA ARISING FROM SUCH ACCESS AND USE. EXCEPT IN THE MANNER PROVIDED FOR IN THESE TERMS OF USE, ABM, ITS LICENSEES, AFFILIATES, AND THIRD PARTY SERVICE PROVIDERS, DISCLAIM, AND EXPRESSLY DO NOT PROVIDE ANY DIRECT OR INDIRECT, EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO TITLE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, OR MERCHANTABILITY OR MERCHANTABLE QUALITY; OR THAT SENSOR ACCESS, THE SERVICES, ANY THIRD PARTY SERVICES AND ONLINE SERVICES, AND ANY CONTENT, MATERIALS, TOOLS, UTILITIES, SOFTWARE AND FUNCTIONALITY WILL: (I) BE FIT OR SUITABLE FOR ANY SPECIFIC PURPOSE OR INTENDED USE; (II) MEET THE USERS' REQUIREMENTS AND EXPECTATIONS; (III) BE UNINTERRUPTED, FLAWLESS, TIMELY, ACCURATE, RELIABLE, SECURE OR ERROR FREE, OR; (IV) BE FREE OF VIRUSES OR OTHER HARMFUL ELEMENTS. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT SENSOR ACCESS AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS AND YOU AGREE TO USE SENSOR ACCESS, THE SERVICES, ANY THIRD PARTY SERVICES AND ONLINE SERVICES, AND ANY CONTENT, MATERIALS, TOOLS, UTILITIES, SOFTWARE AND FUNCTIONALITY RELATED TO SENSOR ACCESS AT YOUR OWN RISK. YOU AGREE TO DETERMINE THE SUITABILITY OF SENSOR ACCESS AND SERVICES FOR YOUR INTENDED USE AND AGREE TO VERIFY ALL RESULTS OBTAINED USING SENSOR ACCESS AND THE SERVICES. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE 1542 IN CONNECTION WITH ANY RELEASE PROVIDED BY YOU IN THESE TERMS OF USE, INCLUDING THE FOREGOING, WHICH SECTION STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." H. Termination of Service. ABM may terminate this agreement and your use of Sensor Access at any time and for any reason with reasonable notice to you and without notice if you breach any of these terms or we suspect that your Account has been compromised in any way. Subscribers may use Sensor Access on an at-will basis until the agreement has been terminated by either party pursuant to the terms of this agreement or any related license agreement. You may also terminate this agreement by following the "Close your Sensor Access Account" instructions found on your Account page. Upon such termination, you must immediately cease using Sensor Access indefinitely. We may at our option immediately block your access to Sensor Access. I. Authorization to Export Data. The subscriber and the user acknowledge that we may retain a copy of his/her/its Sensor Data. We may in certain circumstances export Sensor Data and user information outside the Province of Ontario and outside of Canada. We shall not share personal information with anyone except in the manner provided in our [Privacy Policy]. J. Force Majeure. Neither party should be held liable for a delay or failure in performance of the agreement for services caused by reason of any occurrence of unforeseen event beyond its reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions. The party so affected by the unforeseen event shall be so excused on a day-to-day basis for the period of time equal to that of the underlying cause of delay. K. Severance. All provisions of these Terms of Use are, notwithstanding the manner in which they have been grouped together or linked grammatically, are severable from each other. If any of these Terms of Use should be determined to be unenforceable the remaining Terms of Use shall survive and remain in full force and effect and continue to be binding and enforceable. L. Governing Law and Dispute Resolution. Except as otherwise set out herein, this Agreement shall in all respects be governed by and interpreted, construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein as applied to agreements entered into and to be performed entirely within Ontario, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction. This agreement and any actions whatsoever taken by you in connection herewith and with any Service, software, tool, application or functionality, will be deemed to have been performed in Ontario, Canada. The parties hereto irrevocably submit and attorn to the exclusive jurisdiction and venue of the courts of the Province of Ontario, Canada. You waive all rights to a trial by jury in connection with any legal proceeding or dispute against us. You further agree that any dispute or proceeding which you may bring against us shall be conducted on an individual basis and not a class-wide basis and that any such proceeding or dispute shall not be consolidated with any other dispute or proceeding which might arise between us and any other user. M. Legal Status of ABM Sensor Technology Inc. The websites www.abmsensor.com, sensor.abmsensor.com and the names ABM Sensor Technology, ABM, ABM Sensor, Sensor Access, Sensor Server are property of ABM Sensor Technology Inc. a company incorporated under the Canada Business Corporations Act. N. Language. You and we expressly acknowledge and agree that this agreement and all related agreements, schedules, materials, licenses and policies be drafted in the English language only. O. Privacy Policy. ABM's [Privacy Policy] is hereby incorporated into this Agreement and applies to the collection, use, disclosure, retention, protection and accuracy of your personal information and your business' Sensor Data (the "Information") collected for the purposes of the Services offered through The Website. The ABM Privacy Policy is based on applicable legislation as well as fair information principles, and may be updated from time to time. P. Registration Information. You and your users are responsible for maintaining the confidentiality and security of usernames, passwords and other access credentials which allow the use of Sensor Access and access to the Services. You understand and agree that you are liable for unauthorized use of your account. Q. No Waiver No delay or omission to exercise any right or remedy accruing upon any breach or default hereunder shall impair any such right or remedy nor be construed as a waiver of any such breach or default or of any similar breach or default thereafter occurring, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right or remedy. No waiver (or consecutive waivers) of any single breach or default shall operate or be construed as a waiver of any subsequent breach or default. R. Digital Millennium Copyright Act. ABM respects the intellectual property rights of others. If you believe your copyright in any work has been infringed and such work is accessible through Sensor Access, you may notify ABM's copyright agent pursuant to the Digital Millennium Copyright Act of 1998 (DMCA) by submitting a notice of claims of copyright infringement to ABM's DCMA contact. For your complaint to be valid under the DMCA, you must provide the following information when providing notice of the claimed copyright infringement: (a) identification of the copyrighted material that you believe has been infringed; (b) identification of the allegedly infringing material on Sensor Access, with sufficient detail to enable us to locate it on Sensor Access; (c) your address, telephone number and email address; (d) a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (e) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and (f) provide your or your agent's physical or electronic signature. You may provide this information in writing or by email notification to the following Designated Agent: Attention: DMCA Office Agent ABM Sensor Technology, Inc. 730 The Kingsway Peterborough, ON K9J 6W6 Canada info@abmsensor.com Upon receiving your complaint, ABM may remove content that you believe infringes your copyright.