IMPORTANT: PLEASE READ THIS END USER SOFTWARE LICENSE AGREEMENT CAREFULLY. DOWNLOADING, INSTALLING OR USING SENSYS OR SENSYS-SUPPLIED SOFTWARE CONSTITUTES ACCEPTANCE OF THIS AGREEMENT.
SENSYS NETWORKS, INC. (“SENSYS”) IS WILLING TO LICENSE ITS SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS END USER SOFTWARE LICENSE AGREEMENT (COLLECTIVELY THE “AGREEMENT”). BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU ARE BINDING YOURSELF AND ANY BUSINESS ENTITY THAT YOU REPRESENT (COLLECTIVELY, “END USER”) TO THE AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THE AGREEMENT, THEN SENSYS IS UNWILLING TO LICENSE THE SOFTWARE TO YOU AND (A) YOU MAY NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE, AND (B) YOU MAY RETURN THE SOFTWARE (INCLUDING ANY UNOPENED CD PACKAGE AND ANY WRITTEN MATERIALS).
THIS SOFTWARE IS DESIGNED TO SEND A SIGNAL TO REQUEST THE WALK SIGNAL AT CERTAIN INTERSECTIONS WHEN THE USER IS IN PROXIMITY, IN LIEU OF THE USER HAVING TO PRESS THE WALK SIGNAL REQUEST BUTTON INSTALLED AT THE INTERSECTION. THE USER MUST STILL STOP AND WAIT AT AN INTERSECTION FOR THE WALK SIGNAL TO ACTIVATE. ADDITIONALLY, IF THE SOFTWARE DOES NOT WORK IN A PARTICULAR INSTANCE, THE USER MAY STILL NEED TO PRESS THE PHYSICAL WALK SIGNAL REQUEST BUTTON AT THE INTERSECTION TO ACTIVATE A WALK SIGNAL. USER SPECIFICALLY WAIVES ANY CLAIM THAT CITY VIOLATED ANY STATUTORY DUTY TO USER RELATING TO THE USE OF THIS SOFTWARE INCLUDING BUT NOT LIMITED TO DUTIES LAID OUT IN CALIFORNIA GOVERNMENT CODE SECTIONS 815.2 AND 835.
The following terms of the Agreement govern End User’s access and use of the Sensys or Sensys-supplied software (“Software”), except to the extent that there is a separate signed agreement between End User and Sensys governing End User’s use of the Software. To the extent of a conflict between the provisions of the foregoing documents, the order of precedence shall be (1) the signed agreement, (2) the Agreement.
License. Conditioned upon compliance with the terms and conditions of the Agreement, Sensys grants to End User a nonexclusive and nontransferable license to use for End User’s internal purposes the Software and the Documentation for which End User has paid the required license fees, if any. “Documentation” means written information (whether contained in user or technical manuals, training materials, specifications or otherwise) pertaining to the Software and made available by Sensys with the Software in any manner. End User’s license to use the Software shall be limited to, and End User shall not use the Software in excess of, a single phone, device or hardware chassis. No other licenses are granted by implication, estoppel or otherwise.
LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL SENSYS, ITS SUPPLIERS, ITS CUSTOMERS OR SYSTEM OPERATORS HAVE ANY LIABILITY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY THEORY OF CONTRACT, OR INTENTIONAL, STRICT LIABILITY OR NEGLIGENT TORT, INCLUDING BUT NOT LIMITED TO LIABILITY FOR: (A) THE USE OF OR INABILITY TO USE THE SOFTWARE OR PRODUCT; (B) END USER’S MISUSE OF THE SOFTWARE OR PRODUCT; (C) LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY; (D) ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. In no event shall Sensys’ or its suppliers’ or customers’ or licensors’ liability to End User, whether in contract, tort (including negligence), breach of warranty, or otherwise, exceed the price paid by End User for the Software that gave rise to the claim or if the Software is part of another Product, the price paid for such other Product. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. End User agrees that the limitations of liability and disclaimers set forth herein will apply regardless of whether End User has accepted the Software or any other product or service delivered by Sensys. End User agrees that End User will not rely on the Software or any Product as a substitute for any bicycle, pedestrian, transportation, or other traffic related safety practices, including but not limited to complying with all traffic laws.
General Limitations. This is a license, not a transfer of title, to the Software and Documentation, and Sensys retains ownership of all copies of the Software and Documentation. End User acknowledges that the Software and Documentation contain trade secrets of Sensys or its suppliers or licensors, including but not limited to the specific internal design and structure of individual programs and associated interface information. Except as otherwise expressly provided under the Agreement, End User shall have no right, and End User specifically agrees not to: (i) transfer, assign or sublicense its license rights to any other person or entity or use the Software on unauthorized equipment, and End User acknowledges that any attempted transfer, assignment, sublicense or use shall be void; (ii) make error corrections to or otherwise modify or adapt the Software or create derivative works based upon the Software, or permit third parties to do the same; (iii) reverse engineer or decompile, decrypt, disassemble or otherwise reduce the Software to human-readable form, except to the extent otherwise expressly permitted under applicable law notwithstanding this restriction; (iv) use or permit the Software to be used to perform services for third parties, whether on a service bureau or time sharing basis or otherwise, without the express written authorization of Sensys; or (v) disclose, provide, or otherwise make available trade secrets contained within the Software and Documentation in any form to any third party without the prior written consent of Sensys. End User shall implement reasonable security measures to protect such trade secrets.
Software, Upgrades and Additional Copies. For purposes of the Agreement, “Software” shall include (and the terms and conditions of the Agreement shall apply to) computer programs, including firmware, as provided to End User by Sensys or an authorized Sensys Customer or System Operator, and any upgrades, updates, bug fixes or modified versions thereto (collectively, “Upgrades”) or backup copies of any of the foregoing. NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT, END USER HAS NO LICENSE OR RIGHT TO MAKE OR USE ANY ADDITIONAL COPIES OR UPGRADES UNLESS END USER, AT THE TIME OF MAKING OR ACQUIRING SUCH COPY OR UPGRADE, ALREADY HOLDS A VALID LICENSE TO THE ORIGINAL SOFTWARE AND HAS PAID ANY APPLICABLE FEE FOR THE UPGRADE OR ADDITIONAL COPIES.
Proprietary Notices. End User agrees to maintain and reproduce all copyright and other proprietary notices on all copies, in any form, of the Software in the same form and manner that such copyright and other proprietary notices are included on the Software. Except as expressly authorized in the Agreement, End User shall not make any copies or duplicates of any Software without the prior written permission of Sensys.
Term and Termination. The Agreement and the license granted herein shall remain effective until terminated. End User may terminate the Agreement and the license at any time by destroying all copies of Software and any Documentation. End User’s rights under the Agreement will terminate immediately without notice from Sensys if End User fails to comply with any provision of the Agreement. Upon termination, End User shall destroy all copies of Software and Documentation in its possession or control. All confidentiality obligations of End User and all limitations of liability and disclaimers and restrictions of warranty shall survive termination of this Agreement. In addition, the provisions of the sections titled “U.S. Government End User Purchasers” and “General Limitations” shall survive termination of the Agreement.
Export. The Software, Documentation and technology or direct products thereof (hereafter referred to as Software and Technology), supplied by Sensys under the Agreement are subject to export controls under the laws and regulations of the United States (U.S.). End User shall comply with such laws and regulations governing export, re-export, transfer and use of Sensys Software and Technology and will obtain all required U.S. and local authorizations, permits, or licenses. Sensys and End User each agree to provide the other information, support documents, and assistance as may reasonably be required by the other in connection with securing authorizations or licenses.
U.S. Government End User. The Software and Documentation qualify as “commercial items,” as that term is defined at Federal Acquisition Regulation (“FAR”) (48 C.F.R.) 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in FAR 12.212. Consistent with FAR 12.212 and DoD FAR Supp. 227.7202-1 through 227.7202-4, and notwithstanding any other FAR or other contractual clause to the contrary in any agreement into which the Agreement may be incorporated, End User may provide to Government end user or, if the Agreement is direct, Government end user will acquire, the Software and Documentation with only those rights set forth in the Agreement. Use of either the Software or Documentation or both constitutes agreement by the Government that the Software and Documentation are “commercial computer software” and “commercial computer software documentation,” and constitutes acceptance of the rights and restrictions herein.
Limited Warranty. Subject to the limitations and conditions set forth herein, Sensys warrants that the Software is provided “AS IS”. This limited warranty extends only to the End User who is the original licensee. End User’s sole and exclusive remedy and the entire liability of Sensys and its suppliers under this limited warranty will be repair, replacement, or refund of the purchase price of the Software, if any, subject to the condition that any error or defect constituting a breach of this limited warranty is reported to Sensys or the party supplying the Software to End User, if different than Sensys. Sensys or the party supplying the Software to End User may, at its option, require return of the Software and/or Documentation as a condition to the remedy. In no event does Sensys warrant that the Software is error free or that End User will be able to operate the Software without problems or interruptions.
Restrictions. This warranty does not apply if the Software, Product or any other equipment upon which the Software is authorized to be used (a) has been altered, except by Sensys or its authorized representative, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by Sensys, (c) has been subjected to abnormal physical or electrical stress, abnormal environmental conditions, misuse, negligence, or accident; or (d) is licensed for beta, evaluation, testing or demonstration purposes. The Software warranty also does not apply to (e) any temporary Software modules; or (f) any Software for which Sensys does not receive a license fee.
DISCLAIMER OF WARRANTY. EXCEPT AS SPECIFIED IN THIS WARRANTY SECTION, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, NON-INTERFERENCE, ACCURACY OF INFORMATIONAL CONTENT, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW AND ARE EXPRESSLY DISCLAIMED BY SENSYS, ITS SUPPLIERS AND LICENSORS. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE EXPRESS WARRANTY PERIOD. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, THE ABOVE LIMITATION MAY NOT APPLY. THIS WARRANTY GIVES END USER SPECIFIC LEGAL RIGHTS, AND END USER MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. This disclaimer and exclusion shall apply even if the express warranty set forth above fails of its essential purpose.
Choice of Law and Jurisdiction. This Agreement is controlled by and construed under the laws of the State of California, United States of America, notwithstanding any conflicts of law provisions; and the state and federal courts of California shall have exclusive jurisdiction over any claim arising under the Agreement.
Sensys Networks, Inc. is committed to protecting your privacy on-line. The following information will help you understand how Sensys Networks collects and uses data from “users” of the GiveMeGreen! app and server (“GMG”).
Collection of Personal Information
GMG includes forms that users use to provide registration and other information. Use of these forms is voluntary; individuals who do not want Sensys Networks to collect such information should not submit the forms or download the app.
Use of Personal Information
Sensys Networks does not sell, rent, or lease any personal information with third parties.
Sensys Networks may use the data collected by GMG to contact you with product information and special offers. If you do not want to be contacted periodically for these purposes, please contact us and request that we not contact you in the future.
Sensys Networks may access and/or disclose your personally identifiable information if required to do so by law or in the good faith belief that such action is necessary to: (a) conform to the edicts of the law or comply with legal process served on Sensys Networks; (b) protect and defend the rights or property of Sensys Networks; or (c) act under exigent circumstances to protect the personal safety of Sensys Networks employees, customers, or members of the public.
Security of Personal Information
Sensys Networks is committed to protecting the security of your personal information and uses a variety of security technologies and procedures to help protect your personal information from unauthorized access, use, or disclosure.
For more information, please contact us.