LINKETT, sensor, online platform and demographic data agreement terms and conditions
This Agreement is a legally-binding agreement between you and WestonExpressionsInc. These Terms and Conditions govern: (a) your access to and use of theHardware (the “Sensor”) (b) the online software platform (the “Online Platform”) and (b)the demographic data (the “Demographic Data”).
Term.
Licence Grants.
Reservation of Rights and Feedback
User ID; Limitations; Your Responsibilities:
Fees & Credit Card Billing Authorization.
(a) You will pay fees outlined in the subscription you purchased at www.linkett.com/pricing. You authorize WestonExpressions Inc. to bill these charges your credit card we have on file. If you would like to change the credit card you have on file, please call 1 844 546 5388.Termination.
(a) Termination:
(i) WestonExpressions may terminate this Agreement immediately upon written notice if the Customer utilizes the Hardware in a manner not permitted by this Agreement.(b) Survival: Sections a, b, 4, 5, b, 7, 8, 9, and 10 will survive expiration or termination of this Agreement for any reason.
Disclaimer and Limitation of Liability.
(a) YOU ACKNOWLEDGE THAT THE DISCLAIMER AND LIMITATION OF LIABILITY IN THIS AGREEMENT REFLECT A FAIR APPORTIONMENT OF LIABILITY. THE SOFTWARE (INCLUDING ANY INTELLECTUAL PROPERTY INCLUDED THEREIN) IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. WESTONEXPRESSIONS DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE SOFTWARE AND SERVICES WHETHER EXPRESS, IMPLIED OR COLLATERAL OR WHETHER ARISING BY STATUTE, COURSE OF DEALING, CUSTOM OR USAGE OF TRADE, INCLUDING, WITHOUT LIMITATION (I) THAT THE SOFTWARE WILL BE OF MERCHANTABLE QUALITY AND FIT FOR A PARTICULAR PURPOSE, (II) THAT SERVICES WILL BE ACCURATE, COMPLETED, CURRENT, RELIABLE, OR TIMELY, (III) THAT SOFTWARE WILL BE AVAILABLE OR OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE (IV) THAT DEFECTS OR ERRORS IN THE SOFTWARE (BE THEY HUMAN OR COMPUTER ERROR(S)) WILL BE CORRECTED, (V) THAT THE SOFTWARE WILL BE FREE FROM VIRUSES OR HARMFUL COMPONENTS, (VI) THAT COMMUNICATIONS TO OR FROM THE ONLINE PLATFORM WILL BE SECURE AND/OR NOT INTERCEPTED, AND (VI) ANY AND ALL WARRANTIES, OBLIGATIONS, AND CONDITIONS ARISING OTHERWISE. YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE LINKETT SENSOR, ONLINE PLATFORM AND DEMOGRAPHIC DATA IS ENTIRELY AT YOUR OWN RISK.
(b) SUBJECT TO APPLICABLE LAW, IN NO EVENT SHALL WESTONEXPRESSIONS, OR ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS OR LICENSORS BE LIABLE FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, ANY LOSS OR DAMAGES IN THE NATURE OF, OR RELATING TO, LOST REVENUE, LOST PROFIT, BUSINESS INTERRUPTION, INACCURATE INFORMATION, LOST PROGRAMS OR DATA (INCLUDING ANY USER DATA) OR ANY OTHER LOSS INCURRED IN CONNECTION WITH YOUR USE, INABILITY TO USE, OR MISUSE OF THE SENSOR, ONLINE PLATFORM AND DEMOGRAPHIC DATA REGARDLESS OF THE CAUSE AND WHETHER ARISING IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE), OR OTHERWISE. THE FOREGOING LIMITATION SHALL APPLY EVEN IF WESTONEXPRESSIONS KNEW OF OR OUGHT TO HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.Confidential Information.
Publicity.
General.
(a) This Agreement constitutes the entire agreement between WestonExpressions and you pertaining to the subject matter of this Agreement and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and WestonExpressions with respect to the subject matter of this Agreement. This Agreement shall be construed and governed by the laws of the Province of Ontario and the laws of Canada applicable therein, and each party further consents to exclusive jurisdiction of the courts of Ontario. You may not assign this Agreement to any third party without WestonExpressions’ prior written consent. Any assignment in violation of this section shall be void. The terms of this Agreement shall enure to the benefit of and be binding upon the parties, their successors and permitted assignees. In the event that any of the provision of this Agreement is held to be invalid or unenforceable to any extent, then the remainder of the provisions will have full force and effect.
(b) It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
(c) This Agreement may be executed by the parties in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.
This Agreement is effective on the Effective Date of order for a term of 1 year and will automatically renew on an annual subscription, unless you cancel it by calling 1 844 546 5388 or emailing info@linkett.com. The charges outlined in the subscription you chose at www.linkett.com/pricingwill be automatically billed to your credit card unless cancelled.
(a) Licence Grants by WestonExpressions: Subject to these Terms and Conditions, WestonExpressions grants you a revocable, limited, non-exclusive licence to use the Online Platform and the Demographics Data.
(b) Licence Grants by You: You grant WestonExpressions during the Term, a non-exclusive, revocable, limited, non-exclusive right to access, use, and modify the User Data (as defined below) as required for to provide the Services without any further consent, notice, or compensation to you or to any third parties.
(a) Reservation of Rights: Except for the limited licence granted to you under this Agreement, all right, title and interest in and to the Online Platform and Demographic Data and all other materials provided or made accessible by WestonExpressions under this Agreement, and all intellectual property rights therein will remain with WestonExpressions (or its third party suppliers and licensors, if applicable). The Sensor, Online Platform and Demographic Data and all other online materials provided or made accessible by WestonExpressions under this Agreement are licensed and not “sold” to you. All rights in any information you provide to WestonExpressions remains with you, including any files that you load, transmit to or enter into the Online Platform (the “User Data”). You control the User Data and you can request that WestonExpressions delete the User Data stored on the Online Platform at any time.
(b) Feedback: By submitting ideas, suggestions, documents, or proposals to WestonExpressions regarding the Sensor, Online Platform and Demographic Data (the “Feedback”), you acknowledge and agree that: (i) the Feedback does not contain confidential or proprietary information and WestonExpressions is not under any obligation of confidentiality with respect to the Feedback; and (ii) WestonExpressions shall be entitled to use, commercialize or disclose (or choose not to use, commercialize or disclose) such Feedback for any purpose, in any way, in any manner and to anyone worldwide without consent of, or accounting to you or any compensation or reimbursement of any kind to you.
(a) User ID: You are required to open an account in order to access and use the Online Portal. You must provide accurate, current and complete information as prompted through the registration process. You will also be required to choose: (a) a user name for the account, and (b) a password which conforms to the password strength requirements of the account page (collectively, your “User ID”). You must maintain the confidentiality of your User ID. You are entirely responsible for all activities that occur on your account. You agree to notify WestonExpressions immediately of any misuse of your account or any security breach of which you become aware.
(b) Limitations: You will not be permitted to and will not permit any other person to: (i) access or use the Sensor, Online Platform and Demographic Data other than your employees who have a need to use it and to other personnel approved by WestonExpressions; (ii) modify, adapt, alter or translate the Sensor, Online Platform and Demographic Data, except as expressly allowed under this Agreement; or (iii) sublicense, lease, rent, loan, distribute, or otherwise transfer the Sensor, Online Platform and Demographics Data to any other person.
You, your officers, directors, employees, agents, representatives, or contractors shall not disclose to any person, firm or corporation any proprietary or confidential information of WestonExpressions, including without limitation the Sensor, Online Platform and Demographic Data user interface, and any information associated with the Linkett Sensor, Online Platform and Demographic Data which would reasonably be viewed as proprietary or confidential in the circumstances of the disclosure (the “Confidential Information”), which you, your officers, directors, employees, agents, representatives, or contractors may learn or become familiar with during the Term of this Agreement. The foregoing obligations will not apply to: (i) information that is or becomes generally publicly available through no fault of your own; (ii) information that you obtain from a third party who is under no obligation of confidentiality; or (iii) information that you independently develop. You may disclose Confidential Information if required to be disclosed pursuant to a lawful order of a court or a person having jurisdiction to make such an order, provided that, if permitted by law, you notify us and provide us with an opportunity to obtain a protective order regarding the confidentiality of the Confidential Information. You agree that this Agreement will not be disclosed to others, except with our prior written consent.
WestonExpressions shall be entitled to use your name on WestonExpressions’s website, general sales collateral and in sales and marketing communications for the sole purpose of identifying you as a partner of WestonExpressions. You will have the right to approve any use of your names, logos and trademarks by WestonExpressions prior to such use, including those described in the preceding sentence. You may revoke consent previously given at any time, and upon such revocation, WestonExpressions will make reasonable efforts to promptly remove your name from the website or in the next printing of any printed materials.
