seneye connect software licence

SOFTWARE LICENSE AGREEMENT FOR THE SENEYE CONNECT SOFTWARE APPLICATION

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING, AND/OR USING THE SENEYE CONNECT SOFTWARE APPLICATION AND/OR DOCUMENTATION. YOU ARE NOT REQUIRED TO ACCEPT THESE TERMS. IF YOU ARE UNDER THE AGE OF 18 OR ARE OTHERWISE CONSIDERED A MINOR IN YOUR JURISDICTION, YOU MUST REVIEW THESE TERMS AND CONDITIONS WITH YOUR PARENT OR GUARDIAN (COLLECTIVELY, “PARENT”) AND MAKE SURE THAT YOUR PARENT UNDERSTANDS AND AGREES ON YOUR BEHALF TO THESE TERMS AND CONDITIONS.

WHEREVER THIS AGREEMENT REFERS TO “YOU” OR “YOUR,” IT IS MEANT TO INCLUDE BOTH PARENT AND CHILDREN USERS, EXCEPT WHERE A CHILD IS NOT OF SUFFICIENT LEGAL AGE TO ENTER INTO A BINDING CONTRACT (SUCH AS AN E-COMMERCE TRANSACTION) OR PROVIDE ANY REQUIRED CONSENTS (SUCH AS CONSENT TO DATA COLLECTION, PROCESSING, OR TRANSFERS), IN WHICH CASE THE PARENT OF SUCH CHILD HEREBY ACKNOWLEDGES AND AGREES HE/SHE IS ACTING ON THE CHILD'S BEHALF TO EFFECTUATE SUCH CONTRACTS OR CONSENTS AND IS LIABLE FOR THE ACTIONS OR INACTIONS OF SUCH CHILD WITH RESPECT TO THE USE OF THE SENEYE CONNECT SOFTWARE.

This seneye Connect Software License Agreement and Documentation (this "Agreement") is a legally binding instrument between you and seneye ltd. ("seneye"). It governs your use of (a) the seneye Connect software application (which includes any bundled and related device drivers and are collectively referred to as the "seneye Connect Application") that you download and/or lawfully obtain from seneye or an authorized seneye reseller, and (b) any accompanying documentation (the "Documentation").

BY CLICKING ON THE “I ACCEPT THE AGREEMENT” (OR SIMILAR) BUTTON, DOWNLOADING OR OTHERWISE USING OR INSTALLING THE SENEYE CONNECT APPLICATION SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE OR DOWNLOAD THE SENEYE CONNECT APPLICATION AND CONTACT SENEYE OR THE RETAILER YOU PURCHASED THE PRODUCT FROM ABOUT REFUND PROCEDURES. THE LICENSE GRANTED HEREUNDER IS CONDITIONED UPON THE TERMS OF THIS AGREEMENT, AND SENEYE IS NOT WILLING TO ENTER INTO THIS AGREEMENT IF YOU ARE NOT WILLING TO ACCEPT SUCH TERMS.

Your privacy is very important to us. We designed our Privacy Policy to make important disclosures about how you can use seneye to share with others and how we collect and can use your content and information.  We encourage you to read the Privacy Policy, and to use it to help make informed decisions.

1. OWNERSHIP. The seneye Connect Application, Documentation (including all content contained within the seneye Connect Application) and any data collected by a seneye device are owned by seneye, or its licensors, and is protected by United Kingdom and international copyright and other intellectual property laws. The seneye Connect Application may only be used by you in accordance with this Agreement. The seneye Connect Application and Documentation are licensed, not sold. Except as specifically set forth herein, seneye and its licensors retain all right, title and interest, including all intellectual property rights, in and to the seneye Connect Application and Documentation.

2. LICENSE TERMS. seneye grants to you, subject to the terms, conditions and limitations further defined in this Agreement, a non-exclusive, non-sublicensable, non-transferable license to (i) install one (1) copy of the seneye Connect Application on a computer for non-commercial use, and to (ii) use the Documentation in connection with such use of the seneye Connect Application. Any modifications, upgrades, error corrections, or other updates to the seneye Connect Application provided by seneye to you shall be deemed part of the seneye Connect Application and use thereof shall be governed by the terms and conditions of this Agreement, unless the parties have entered into a separate, written agreement governing such modifications, upgrades, error corrections, or other updates. The seneye Connect Application may contain open source or other third party software that requires seneye to make available to you certain notices and code as well as providing you with license terms governing your rights to any such open source code. You agree that seneye may provide you with all such notices, code and license terms at the website https://www.seneye.com/legal.

3. USE OF SENEYECONNECT APPLICATION WITH SENEYE WEBSITES. The features of the seneye Connect Application may be used in connection with seneye websites and related web services, including the seneye.me dashboard (collectively, the “Seneye Services”). The seneye Connect Application and seneye Services may allow you to further interact with and update certain web-enabled seneye products ("Connected Products") and download software and/or files for use with your Connected Products. The seneye Services and use of the seneye Connect Application in connection with the seneye Services are subject to the “Terms of Use for Seneye Web Services” available at https://www.seneye.com/legal. By using the seneye Connect Application in connection with the seneye Services, you also agree to be bound by the most recent version of the Terms of Use for seneye Services.

4. COLLECTION OF INFORMATION AND PRIVACY TERMS. The seneye Connect Application, alone or together with the seneye Services, may be used in a manner that facilitates seneye's collection, processing, use, and storage of certain information and data, including, but not limited to: (i) personal information (e.g., name, email address, etc.) or non-personal information (e.g., demographic or login information) collected from a parent or other adult and required in order to download, use, or register for the seneye Connect Application or seneye Services (“Registration Information”); (ii) technical data about your Connected Products, your computer system, and certain hardware or software connected to or stored on such devices or systems (“Technical Information”); and, (iii) information about your use of and interaction with (including offline use of and interaction with) the Connected Products, seneye Connect Application, or seneye Services (“Usage Information”); (iv) data collected from the seneye device(s). Registration Information, Technical Information, Usage Information, sensor readings, and any other data related to the information collected by the seneye device may be collectively referred to herein as “Data.” Data may be captured and stored locally on your computer, and, in some instances, may be sent back to seneye when you are connected to the Internet so we can provide you with the seneye Connect Application and seneye Services. seneye's online collection and use of your Data is subject to seneye's most current online privacy policy available at (“seneye Online Consumer Privacy Policy“ or “seneye Privacy Policy”), which is expressly incorporated into this Agreement by this reference. The seneye Privacy Policy describes, in more detail, the types of information seneye collects from users of seneye Services and Connected Products, the way we handle such information, and the choices you may have with respect to seneye's collection and use of certain information. SENEYE own all information collected and stored on the seneye servers and may use this information for any application, including, but not limited to, product development, marketing activities, sale or rental to 3^rd parties, and aggregation of data. You are strongly encouraged to read the seneye Privacy Policy prior to and periodically during your use of the seneye Connect Application. By using the seneye Connect Application, you hereby unambiguously consent to the collection and processing of your Account Data by seneye and consent to the use of such information in accordance with the seneye Privacy Policy. You further agree to the transfer of this information, as necessary, across international borders, including, but not limited to, seneye's headquarters in the United Kingdom. You further agree and give seneye the right, without liability to you, to disclose any Data to law enforcement authorities, government officials, and/or a third party, as seneye believes is reasonably necessary or appropriate to enforce and/or verify your compliance with any part of this Agreement (including, but not limited to, seneye's right to cooperate with any legal process in relation to your use of the seneye Connect Application, and/or a third party claim that your use of the seneye Connect Application is unlawful and/or infringes such third party's rights).

5. REVISIONS AND UPDATES. You agree that seneye may (but is not required to) provide modifications, upgrades, error corrections, or other updates (including automatically-installed modifications, upgrades, error corrections, or updates) (collectively, “Updates”) to the seneye Connect Application either through the seneye Services or some other means and thus may modify, with or without your knowledge, the seneye Connect Application that you have already installed on your computer. These Updates may include changes or improvements to the Digital Rights Management (DRM) technology or other similar security system used by seneye (if any) to protect against the unauthorized copying of the seneye Connect Application. You agree and consent to the automatic installation or application of these Updates and to only use the most updated version of the seneye Connect Application provided to you by seneye.

6. RESTRICTIONS ON REVERSE ENGINEERING AND SECURITY. You may make only one copy of the seneye Connect Application and Documentation onto a computer for emergency backup or archival purposes only, provided that it copies all copyright and other notices contained in the original. For purposes of protecting trade secrets in the seneye Connect Application, you may not and may not authorize others to reverse engineer, decompile, disassemble, translate or attempt to learn the source code of the seneye Connect Application except as such activities are expressly permitted under applicable law. You may not copy, modify, create derivative works of, distribute, sell, assign, pledge, sublicense, lease, loan, rent, timeshare, deliver or otherwise transfer the seneye Connect Application; provided, however, that you may transfer your original copy of the seneye Connect Application to a purchaser of the seneye product that accompanied the seneye Connect Application, provided further that the purchaser shall be bound by the terms of this Agreement. You may not remove from the seneye Connect Application, or alter or add, any copyright, trademarks, trade names, logos, notices or markings. As indicated above, seneye may implement a DRM or other similar security system that contains measures designed to prevent unauthorized copying of the seneye Connect Application. You agree not to violate, tamper with or circumvent any such security system or measures.

7. TERM AND TERMINATION. This Agreement and all licenses set forth herein are effective upon your acceptance of the terms contained herein and full payment of all amounts owed for the seneye Connect Application and shall continue in effect until terminated as set forth herein. You may terminate this Agreement, excluding any un-fulfilled payment obligations, at any time by destroying all copies of the seneye Connect Application. If you fail to comply with the provisions of this Agreement, then seneye may immediately terminate this Agreement and all licenses hereunder with or without notice to you. Upon termination of this Agreement, you agree to destroy all copies, including the original, of the seneye Connect Application (in any form including any modified versions) and the Documentation.

8. LIMITED WARRANTY. seneye warrants to you - subject to your compliance with the terms herein - that for a period of thirty (30) days from the date of invoice for the seneye Connect Application, the seneye Connect Application will substantially conform to seneye's published specifications for the seneye Connect Application and that the seneye Connect Application will be delivered via download. Your sole and exclusive remedy under the foregoing warranty shall be for seneye, at its choice, to use commercially reasonable efforts to correct any substantial non-conformity of the seneye Connect Application reported to seneye in writing within the warranty period and/or provide a replacement copy of the seneye Connect Application. The foregoing warranty shall not apply to any non-conformity that is caused by (i) the use or operation of the seneye Connect Application with an application or in an environment other than that intended or recommended by seneye, (ii) modifications to the seneye Connect Application not made by seneye or (iii) third party hardware or software, whether provided by seneye or any third party. SENEYE MAKES NO WARRANTIES THAT THE SENEYE CONNECT APPLICATION IS ERROR-FREE OR IS SUITABLE FOR YOUR PURPOSES. SENEYE MAKES NO WARRANTIES OTHER THAN THOSE SET FORTH ABOVE, AND HEREBY DISCLAIMS ALL OTHER, WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SENEYE CONNECT APPLICATION OR DOCUMENTATION, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SENEYE, ITS RESELLERS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY. Some jurisdictions do not allow the exclusion or limitation of implied warranties, so the above exclusions and limitations may not apply to you. In such event, the scope and duration of any such warranty shall be the minimum required under applicable law.

9. LIMITATION OF LIABILITY. IN NO EVENT SHALL SENEYE OR ITS LICENSORS BE LIABLE FOR ANY LOSS OF PROFITS, USE OF DATA, COST OF REPLACEMENT GOODS OR HARDWARE, OR OTHER INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OR INABILITY TO USE THE SENEYE DEVICE, SENEYE CONNECT APPLICATION OR DOCUMENTATION, EVEN IF SENEYE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. YOU AGREE THAT IN NO EVENT WILL SENEYE'S AGGREGATE LIABILITY HEREUNDER OR RELATED TO YOUR USE OF THE SENEYE CONNECT APPLICATION OR DOCUMENTATION EXCEED THE AMOUNT PAID FOR THE SENEYE CONNECT APPLICATION. Some jurisdictions do not allow the exclusions and limitations of certain types of damages, so some of the foregoing may not apply.

10. ALLOCATION OF RISK. YOU ACKNOWLEDGE THAT: (I) THE LIMITED WARRANTIES, LIMITED REMEDIES AND LIMITATIONS ON LIABILITY SET FORTH IN THIS AGREEMENT ARE A FUNDAMENTAL PART OF THE BASIS OF SENEYE'S BARGAIN HEREUNDER WITHOUT WHICH SENEYE WOULD NOT ENTER INTO THIS AGREEMENT, AND (II) THE FEES PAID FOR SUCH ITEMS REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT.

11. COMPLIANCE WITH LAWS. You agree to use the seneye Connect Application and Documentation in compliance with all applicable federal, international, state and local laws and regulations including, without limitation, all U.S. federal laws governing the export or re-export of the seneye Connect Application or any Documentation.

12. VENUE. You expressly agree that exclusive jurisdiction and venue for any claim or dispute with seneye or relating in any way to your use of the Software resides in the United Kingdom. You hereby irrevocably consent to the personal and exclusive jurisdiction and venue of these courts.

13. MISCELLANEOUS. This Agreement is governed by the laws of the United Kingdom, without reference to its principles of conflicts of laws. If any provision of this Agreement shall be unlawful, void, or unenforceable in your jurisdiction, then that provision shall be deemed severed from this Agreement and shall not affect the validity or enforceability of the remaining provisions of this Agreement. This Agreement is the complete, final and exclusive statement of the agreement between the parties with respect to the subject matter hereof, and supersedes any proposal or prior or contemporaneous agreement or communications between us (whether oral or written) relating to the subject matter hereof. This Agreement may only be modified in a writing signed by both parties. No failure or delay (in whole or in part) on the part of either party to exercise any right or remedy hereunder shall operate as a waiver thereof or affect any other right or remedy. Waiver of a breach shall not waive the right to enforce any subsequent breach under this Agreement.