Last update: March 27, 2019.
This Website is owned and operated by Sensatus Limited (a company incorporated under the laws of Ireland with registered number 638717 having its registered office at 11 The Vicarage, Castletreasure, Douglas, Cork (referred to herein as “Sensatus”).
Please read these Terms of Service (these “Terms”) carefully as they contain important information about your rights and obligations as a user of the Website (referred to herein as “you”/ “your”). If you are entering into this Agreement as an agent, employee or representative of your employer, the terms “you” and “your” also includes your employer and/or any other party on whose behalf you act, and you represent and warrant on a continuous basis throughout your use of the Services that you have the authority to act on such party’s behalf. You shall procure that all Users use the Services and the Website in accordance with the terms and conditions of this Agreement. You shall be responsible for any User’s breach of this Agreement as if it was your breach of this Agreement.
These Terms shall apply to all [Services provided to you on or through the Website] [to the exclusion of all other terms and conditions] and subject to any other rules and restrictions which are made available to you by Sensatus. It is your responsibility to familiarise yourself with Sensatus’s terms, policies and any other rules and restrictions on each occasion you use the Services.
Sensatus may at any time modify this Agreement. Any such modifications will take effect immediately when posted on this Website (see date at top). It is your responsibility to read this Agreement on each occasion you use this Website or the Services and your continued use of this Website and the Services (defined below) will be conditioned upon the terms and conditions in force at the time of your use. Your [registration for], or use of, the Services shall signify your acceptance to be bound by the latest terms of this Agreement including those related to any materials available on the Website. For reference, a Definitions section is included at the end of these Terms. Capitalised terms not otherwise defined herein have the meaning set forth in that section.
You acknowledge that Sensatus’s ability to provide the Services is dependent upon your full and timely co-operation (which you agree to provide) as well as the accuracy and completeness of any specification, information and data that you provide to Sensatus. Accordingly, you shall provide Sensatus with access to and use of, all information, data and documentation reasonably required by Sensatus for the performance of the Services.
If any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favouring or disfavouring any Party by virtue of the authorship of any of the provisions of this Agreement.
You shall use the Services and the Website solely for the purposes of the extraction of data from [publicly accessible websites]. In all cases where copyrighted data may be included as part or all of the extracted data, you shall comply with all copyright laws and rules covering such data including (but not limited to) the reproduction and resale of such data.
You are responsible for all activity occurring under your user account(s) and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Services, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Sensatus immediately of any unauthorised use of any password or account or any other known or suspected breach of security; (ii) report to Sensatus immediately and stop immediately or procure the immediate stopping of any infringement of Sensatus Technology and/or any copying or distribution of content or other use of any of the Services which is contrary to applicable law, infringes any third party rights or which is in contrary to the terms of this Agreement that is known or suspected by you or your users; and (iii) not impersonate another Sensatus user or provide false identity information to gain access to or use the Services.
You shall use all reasonable endeavours to ensure that the information transmitted to or from Sensatus’s servers with respect to the Services you require is secure. You shall procure that each person having access to such servers is made aware of, and agrees in writing to apply and follow all reasonable security and safety measures as may be specified by Sensatus from time to time. Sensatus shall have no liability (in contract, tort (including without limitation, negligence or otherwise) for any action taken by (i) such authorised person on the assets deployed for you and (ii) individuals who were not authorised to have access to the servers and the Services but who were able to gain access because of your default (including disclosing of the usernames, passwords or accounts details and other security breaches by you).
You shall not use any of the Services or this Website: (i) to generate fraudulent impressions of or fraudulent clicks on its advertisements(s) or third-party advertisement(s) through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots, agents or other automated query tools and/or computer generated search requests, and/or the unauthorised use of other search engine optimization services and/or software; (ii) for any extraction of data which is contrary to applicable laws or third party rights (including Intellectual Property) Rights); or (iii) to engage in any other conduct which is contrary to applicable laws or third party rights (including Intellectual Property Rights) or which constitutes a fraudulent business practice under any applicable laws.
Any breach of this Clause may result in immediate termination of your use of any of the Services or this Website without notice, and may subject you to state and federal penalties and other legal consequences.
License grant and restrictions
The websites you scrape
Sensatus shall have no liability (in contract, tort (including without limitation, negligence or otherwise) for any Loss suffered or incurred by you arising out of or in connection with any dispute between you and any website which you scrape, from which you extract data or from which you copy data. In the event of any such dispute, you release Sensatus (and its officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, Losses, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
You represent, warrant and undertake to Sensatus on a continuous basis throughout your use of the Services that the [agent] you build will be used legally and ethically and that you will obtain all permissions necessary for you to use it on the targeted data source.
Sensatus may immediately suspend your use of the Services if it is contacted by your chosen data extraction source, website, target or repository and asked to cease all extraction activity.
Subject to Clause 3.8, Sensatus accepts no liability or responsibility for any use which may be made by you (or any third party authorised by you) of any of the Services, nor for any reliance which may be placed by you (or any third party authorised by you) on any of the Services, nor for advice or information given in connection with any of the Services.
Subject to Clause 3.8, Sensatus’s total liability in contract, tort (including, without limitation, negligence) or otherwise arising out of or in connection with or in relation to the Services or the supply or non-supply or purported supply or delay in supply of any Services or otherwise out of or in connection with or in relation to this Agreement or any transaction or matter contemplated by them shall be limited to five (5) times the total platform cost accrued by you, or any organization created by you or , in aggregate. The limitation of Liability under this sub-clause has effect in relation both to any liability expressly provided for under this Agreement and to any liability arising by reason of the invalidity or unenforceability of any of this Agreement.
Subject to Clause 3.8, Sensatus shall not be liable in contract, tort (including without limitation, negligence) or otherwise howsoever for any of the following losses or damage (whether or not such loss or damage was foreseen, foreseeable, known or otherwise): (a) loss of revenue; (b) loss of actual or anticipated profits; (c) loss of contracts; (d) loss of the use of money; (e) loss of anticipated savings; (f) loss of business; (g) loss of opportunity; (h) loss of goodwill; (i) loss of reputation; (j) loss of, damage to or corruption of data, or (k) any indirect or consequential loss howsoever caused (including, for the avoidance of doubt, whether such loss or damage is of a type specified in sub-clauses (a) to (j) above) whether arising out of, or in connection with, or in relation to any Services or the supply or non-supply or purported supply or delay in supply of any Services or otherwise out of or in connection with or in relation to this Agreement or any transaction or matter contemplated by any of them.
Subject to Clause 3.8, Sensatus does not accept, and excludes, all liability for breach of any obligation or duty to take reasonable care or exercise reasonable skill other than any such obligation or duty arising under this Agreement.
Nothing in this Agreement shall exclude or limit Sensatus’s liability (a) under the tort of deceit; (b) for death or personal injury caused by any Breach of Duty; or (c) any other liability to the extent that, under applicable law, it cannot be excluded or limited.
Sensatus’s charges are determined on the basis of the limits of Liability set out in this Clause 3.
This Clause and Clause 4 prevails over all other provisions of this Agreement, and sets forth the entire liability of Sensatus in respect of the performance, non-performance, purported performance or delay in performance by the Sensatus of its obligations under this Agreement; and otherwise in relation to this Agreement or the entering into or performance of this Agreement.
Sensatus shall not be liable to you for any failure or delay in the performance of any of its obligations [under this Agreement] which is caused by any Force Majeure. For purposes of this Agreement, “Force Majeure” means a cause or event that is not reasonably foreseeable or not otherwise caused by or under the reasonable control of Sensatus, including acts of God, fires, floods, explosions, riots, wars, hurricane, sabotage terrorism, vandalism. accident, restraint of government, governmental acts, injunctions, labour strikes, other like events.
If performance of a material obligation of Sensatus under [this Agreement] is prevented by any such event or circumstance for a continuous period of  days or more, then each of you and Sensatus shall be entitled, by the giving of notice in writing to the other party, immediately to terminate [this Agreement].
Sensatus’s non-performance of its obligations under [this Agreement] shall be excused if and to the extent such Sensatus non-performance results from your failure to perform your responsibilities.
User submitted data
The Website allows you and other Users to import, post, publish, create new applications based on, and otherwise use data from third party websites and other sources. This data is referred to herein as “User Content”. You are exclusively responsible for User Content and the consequences of Sensatus or any third party importing, posting, publishing, creating new applications based on, and otherwise using such User Content. In connection with any such User Content, you represent, warrant and undertake on a continuous basis throughout your use of the Services that you will own or will have all necessary licenses, rights, consents, and permissions related to the User Content and its use by you, Sensatus, and any other third party.
In connection with User Content, you further represent, warrant and undertake on a continuous basis throughout your use of the Services that you will not: (i) submit import, post, publish, create new applications based on or otherwise use material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner for such use of the material and to grant Sensatus all of the rights and licenses granted herein; (ii) submit import, post, publish or otherwise use falsehoods or misrepresentations that could damage Sensatus or any third party; (iii) submit import, post, publish, create new applications based on or otherwise use material that is unlawful, obscene, defamatory, libellous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offence, give rise to civil liability, violate any law or third party rights (including Intellectual Property Rights) or is otherwise inappropriate; (iv) submit import, post, publish or otherwise use material that is advertisements or solicitations of business; (v) impersonate another person ; (vi) submit import, post, publish, create new applications based on or otherwise use material that may harass any person or cause damage or injury to any person or property; (vii) submit import, post, publish, create new applications based on or otherwise use material that may violate Data Protection Law, privacy rights or promote hatred or harm; or (viii) submit import, post, publish, create new applications based on or otherwise use material that may constitute unsolicited bulk e-mail, spam or junk.
Sensatus does not endorse any User Content or any data, opinion, recommendation, or advice expressed therein, and it shall have no liability (whether in contract, tort (including without limitation, negligence) or otherwise) arising out of or in connection with any User Content. Sensatus does not currently monitor the Website or User Content but reserves the right to monitor the Website and/or User Content at any time and without any notice being provided you].
[Sensatus also reserves the right to decide whether User Content is appropriate and complies with this Agreement.
Sensatus may remove or choose not to publish any User Content at any time, without prior notice and at its sole discretion.
Sensatus may at its sole discretion terminate your access to the Website immediately without prior notice to you for uploading any material to the Website which is in violation of the terms of this Agreement].
[Sensatus reserves the right to refuse service to anyone wishing to use the Services in an illegal manner or any in other manner contrary to this Agreement.]
The accuracy, veracity, legality and validity of the data, materials or contents provided by you and/or your authorised representatives and transmitted to or from Sensatus’s servers, housed in any of Sensatus’s servers or in any of Sensatus’s databases shall be your exclusive responsibility and Sensatus shall have no liability in contract, tort (including without limitation, negligence) or otherwise in respect of it. You acknowledge that Sensatus is solely hosting data and/or information on your and/or your authorised representative’s instructions, and you shall be exclusively liable for and shall indemnify the Indemnified Persons on demand from and against any and all Losses suffered or incurred by any of the Indemnified Persons arising out of or in connection with any action on such instructions and the results thereof. You shall not be liable (in contract, tort (including without limitation, negligence or otherwise for) and you shall indemnify the Indemnified Persons on demand for any and all Losses suffered or incurred by any of them arising out of or in connection with: (i) any false and/or inaccurate and/or illegal data transmitted to or from the servers of Sensatus or housed in any of the servers or databases of Sensatus, and (ii) any outcome and/or result of such processing, transmitting to or from the servers of Sensatus, housed in any of the servers or databases of Sensatus.
Customer data and confidentiality
You shall retain all of your Intellectual Property Rights in the Customer Data. You grant Sensatus a non-exclusive, royalty free, irrevocable licence to use the Customer Data for the purpose of providing the Services. You represent, warrant and undertake on a continuous basis throughout your use of the Services that you will have all licences, permits, authorities and consents necessary for the use by Sensatus of the Customer Data for the purpose of providing the Services.
Sensatus may not disclose Client Data other than: (a) where necessary for the exercise of Sensatus’s rights, and performance of its obligations, under this Agreement; (b) to comply with law or comply with any legal process, any order by any court or order of any governmental or regulatory authority, (c) to protect and defend Sensatus’s rights or the rights of customers or the rights of third parties, or (d) to avoid liability for Sensatus or the liability of Sensatus’s customers or the rights of third parties. The obligations of Sensatus under this Clause shall not apply to information which: (i) was, at the time of receipt by Sensatus, in the public domain; or (ii) has, after receipt by Sensatus, entered the public domain, through no act or omission of Sensatus or its servants, agents or contractors; or (iii) Sensatus can demonstrate was already lawfully in its possession at the time of receipt, without any restrictions on its disclosure; or (d) Sensatus can demonstrate, was independently developed by it or on its behalf without reference to the Customer Data or; (e) is obtained by Sensatus from a third party free from any obligation of confidentiality for your benefit.
Sensatus may gather and use any information describing the habits, usage patterns or demographics relating to any Customer Data.
You, not Sensatus, shall have exclusive responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Sensatus shall not be responsible for or liable (in contract, tort (including without limitation negligence) or otherwise) for any Losses suffered or incurred arising out of or in connection with the deletion, correction, destruction, damage, loss or failure to store any Customer Data.
You acknowledge and agree that all other documents and information related to the development of or contained in, any of the Services (the “Confidential Information”) will constitute valuable trade secrets of Sensatus. You shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without Sensatus’s prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information.
The Services and all Sensatus Materials shall be provided to you strictly on an “as is” basis. Sensatus makes or gives no representation, warranty, undertaking or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of any of the Services or any Sensatus materials. Sensatus does not represent, warrant, guarantee or undertake that (a) the use of any of the Services will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (b) any of the Services will meet any of your requirements or expectations, (c) any stored data will be accurate or reliable, (d) the quality of any products, services, information, content or other material purchased or obtained by you through the Services will meet any of your requirements or expectations, (e) any errors or defects will be corrected, or (f) any of the Services or any of the server(s) that make the Services available are free of viruses or other harmful components.
The terms of this Agreement are in lieu of all other conditions, warranties, representations and other terms concerning the supply or purported supply of, or failure to supply or delay in supplying, of any services which might but for this Clause have effect between Sensatus and you or would otherwise be implied or incorporated into this Agreement or any collateral contract, whether by statute, common law or otherwise (including the implied conditions, warranties or other terms as to satisfactory quality, merchantability, fitness for purpose or as to the use of reasonable skill and care), all of which are hereby excluded. Subject to Clause 3.8, Sensatus does not accept, and excludes, all liability for breach of any obligation or duty to take reasonable care or exercise reasonable skill other than any such obligation or duty arising under this Agreement.
You shall pay all applicable [charges under these Terms], including any applicable taxes or charges imposed by any government entity. [Sensatus may change its pricing at any time.] Each [applicable charge] payable by you: (i) shall be paid within 15 days of the date [of each invoice]; (ii) shall be paid in euro, US dollars, or any currency which Sensatus provides a written acceptance for; (iii) shall be paid by electronic funds transfer to such bank account of Sensatus as it may specify in writing to you from time to time, or in such other manner as Sensatus may from time to time stipulate; (iv) is exclusive of value added tax and any other taxes or charges imposed by any government entity and, accordingly, is to be construed as a reference to that amount plus any value added tax and any other taxes or charges imposed by any government entity payable in respect of it; and any such value added tax and any other taxes or charges imposed by any government entity shall be paid by you to Sensatus in addition to the amount in question; (v) shall not be reduced by any right of set-off or counterclaim, recoupment, defence or other right which you may have, whether in connection with [any Contract] or otherwise; and (vi) be free of all withholdings of whatsoever nature except to the extent otherwise required by law, and if any withholding is so required, you shall pay to Sensatus an additional amount such that after deduction of all amounts required to be withheld, the net amount actually received by Sensatus shall equal the amount which Sensatus would have received if the relevant withholding had not been required. Charges shall be calculated solely based on invoicing records maintained by Sensatus for purposes of billing. No other measurements or statistics of any kind shall be accepted by you or Sensatus.
If you fail to pay to Sensatus any amount payable to it under [this Agreement] on the due date then (i) you shall pay on demand from time to time to Sensatus, interest (as well after as before any judgment) on that amount, from the due date to the date of payment in full, at the rate of two per cent per calendar month; and (ii) Sensatus shall be entitled, by giving written notice to that effect to you, to suspend the provision of the Services until payment in full has been made by you to Sensatus. The rights of Sensatus under this Clause are in addition to its other rights under this Agreement and otherwise. The exercise by of its rights under this Clause shall not prejudice any of its other rights under this Agreement or otherwise, or your payment and other obligations under this Agreement.
If you dispute any portion of an invoice in good faith you shall notify Sensatus in writing of the amount in the dispute and the basis of such dispute within 15 days of the date of such invoice and shall pay the undisputed portion of such invoice in accordance with this Clause (if applicable). Your failure to so notify Sensatus shall constitute a waiver by you of any right which you may otherwise have to dispute any portion of such invoice.
Representations and warranties
Term and termination
[This Agreement] shall come into effect on the Effective Date and shall continue in full force and effect for a period up to and including 12 months after the end of user’s active lifetime on Sensatus’s platform, subject to early termination pursuant to Clauses 4.2, 12.2 or 12.3.
This Agreement may be terminated by Sensatus, by the giving of not less than 3 days’ notice in writing to that effect to you.
Either Party (each a “terminating party”) may terminate [this Agreement] forthwith upon written notice to the other Party (a “defaulting party”) to that effect if and Event of Default occurs in relation to the defaulting party concerned. Each of the following shall be an Event of Default with regard to the defaulting party concerned: (a) the defaulting party commits a breach of its obligations under [this Agreement] which breach is (in the reasonable opinion of the terminating party) material and, where such breach is (in the reasonable opinion of the terminating party) capable of remedy, fails to remedy that breach within 14 days of having been given notice by the terminating party to remedy that breach; or (b) the defaulting party is, or is deemed for the purposes of any relevant law to be, unable to pay its debts as they fall due or to be insolvent, or admits inability to pay its debts as they fall due; or the defaulting party suspends making payments on all or any class of its debts or announces an intention to do so, or a moratorium is declared in respect of any of its indebtedness; or (c) any step (including the making of any proposal, the convening of any meeting, the passing of any resolution, the presenting of any petition or the making of any order) is taken with a view to a composition, assignment or arrangement with any creditors of, or the winding up, liquidation or dissolution of, the defaulting party; any liquidator, provisional liquidator, receiver or examiner is appointed to or in respect of the defaulting party or any of its assets or anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the defaulting party; or (d) in your case only, you fail to pay any amount due from you under [this Agreement] within five business days of the due date; or (e) in your case only, you breach any provision of Clause 1 or Clause 5.
The termination of any of this Agreement shall be without prejudice to the rights of each of the parties accrued up to the effective date of termination.
The provisions of the Background section and Clauses 1, 3, 4, 5, 6, 7, 11, 14, to the extent applicable, Clause 13 and this Clause 12 shall survive any of the termination this [Agreement] however it arises, and shall continue to bind the parties or the relevant party (as applicable) and shall continue in full force and effect in accordance with their respective provisions subject to any applicable statute of limitation periods.
Upon the termination of [this Agreement] for any reason, you shall: (a) promptly deliver to Sensatus or, at Sensatus’s option, destroy all Confidential Information and Sensatus Materials (including all copies thereof) in your possession or control; and (b) deliver up all Sensatus property, equipment or materials in its possession or under you control and all licences granted by Sensatus to you shall terminate immediately.
(a) This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of the Ireland. (b) This Clause 13.1(b) is for the benefit of Sensatus only. The Irish courts shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement and any non-contractual obligations arising out of or in connection with this Agreement and the Parties submit to the exclusive jurisdiction of the Irish courts for that purpose. Nothing in this clause limits the right of Sensatus to bring proceedings against you arising out of or in connection with this Agreement: (i) in any other court of competent jurisdiction; or (ii) concurrently in more than one court of competent jurisdiction. (c) The Parties waive any objection to the Irish courts on grounds that they are an inconvenient or inappropriate forum to settle any such dispute. (d) Each Party irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal action or proceeding arising, directly or indirectly, out of or relating to this Agreement or the transactions contemplated by it and for any counterclaim therein (in each case whether based on contract, tort or any other theory and whether predicated on common law, statute or otherwise). Each Party: (i) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party have been induced to enter into this agreement by, amongst other things, the mutual waivers and certifications in this Clause 13.1.
Unless otherwise expressly set forth herein, any notices shall be sent to (a) in the case of Sensatus: Sensatus Limited. 91 Harty's Quay, Rochestown, Cork; and (b) in your case, to the address then on record with Sensatus for your account. Notice shall be given via (x) confirmed facsimile, with a copy sent via post; or (y) overnight courier, and such notice shall be deemed given upon receipt.
The waiver by either Party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such Party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.
If the whole or any part of a provision of this Agreement is or becomes illegal, invalid or unenforceable, that will not affect the legality, validity or enforceability of the remainder of the provision in question or any other provision of this Agreement. In relation to any illegal, invalid or unenforceable part of this Agreement, the Parties agree to amend such part in such manner as may be requested from time to time by any of the Parties provided that such proposed amendment is legal, valid and enforceable and to the maximum extent possible carries out the original intent of the Parties in relation to that part.
You may not sell, assign, or transfer any of your rights or obligations hereunder without the prior written consent of Sensatus. Any purported assignment or transfer in breach of this Clause shall be void. This Agreement shall be construed as if both parties jointly wrote it.
This Agreement is made only in the English language. If there is any conflict in meaning between the English language version of this Agreement and any version or translation of this Agreement in any other language, the English language version shall prevail. Each document and communication referred to in this agreement or to be delivered under it shall be in the English language or, if not, accompanied by an English translation of it, certified as accurate by an officer of the party issuing that document or communication; and in the case of conflict between English language version and any other version, English language version shall prevail.
As used in this Agreement:
“Agreement” means these Terms and any materials available on the Sensatus website specifically incorporated by reference herein, as such materials, including these Terms, may be updated by Sensatus from time to time in its sole discretion;
“Breach of Duty” means the breach of any obligation or duty to take reasonable care or exercise reasonable skill which arises from the express or implied terms of a contract or under common law (but not any stricter duty);
“Customer Data” means any data, information or material provided or submitted by you to the Services in the course of using the Services;
“Data Protection Acts” means the Data Protection Acts 1988 and 2003 of Ireland;
“Data Protection Law” means all legislation and regulations relating to the protection of personal data including (without limitation) the Data Protection Acts and all other industry guidelines (whether statutory or non-statutory) or codes of practice or guidance issued by the Data Protection Commissioner relating to the processing of personal data or privacy or any amendments and re-enactments thereof;
“Effective Date” means the earlier of either the date this Agreement is accepted by selecting the “I Accept” option presented on the screen after this Agreement is displayed or the date you begin using the Services.
“Indemnified Persons” means Sensatus, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (including without limitation all partner(s), licensors, licensees, consultants and contractors of Sensatus;
“Intellectual Property Rights” includes any patent, trade or other mark, registered design, topography right, copyright, database right or any other right in the nature of any of the foregoing (or application, or right to apply for, any of the foregoing), and trade or business name, invention, discovery, improvement, design, technique, confidential process or information or know how, in each case subsisting anywhere in the world and whether registered, unregistered or unregisterable, and any licence or right of user of any of the foregoing , and the full right to all legal protection relating to the same;
“Liability” means liability for breach of contract, Breach of Duty, misrepresentation, restitution or any other cause of action whatsoever relating to or arising under or in connection with this Agreement, including liability expressly provided for under this agreement or arising by reason of the invalidity or unenforceability of any term of this Agreement (and for the purposes of this definition, all references to ‘this Agreement’ shall be deemed to include any collateral contract);
“Loss” includes any demand, claim, proceeding, suit, judgement, loss, liability, cost, expense, fee, damages, settlement amount, penalty or fine;
“Parties” means you and Sensatus and each a “Party”
“Sensatus Materials” means the text, images, other components, technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information), tools and applications made available to you by Sensatus in providing the Services;
“Sensatus Technology” means all of Sensatus’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Sensatus in providing the Services;
“Services” means technologies, tools, applications, and products made available from time to time on the Website;]
“User(s)” means you or your representatives, consultants, contractors or agents who are authorised to use the Services and have been supplied user identifications and passwords by you (or by Sensatus at your request).