TERMS AND CONDITIONS OF USE OF AV SENSING, LLC WEBSITE

These Terms and Conditions of Use (the "Terms and Conditions”) apply to all AV Sensing LLC (“AV”) websites and any pages thereon (“Site” or Sites’) and are between the user of the Site (“User” or “you”) and AV.  This is a binding contract.  By accessing the Site, you are unconditionally agreeing to the Terms and Conditions set forth herein.  If you access the Site for business or commercial purposes, then you unconditionally agree to bind not only yourself but also the company or business enterprise (in whatever form it exists) for whose benefit you are accessing the Site (“Business Enterprise”), and you personally represent and warrant that you have the express authority to bind such Business Enterprise to the Terms and Conditions. Both you and the Business Enterprise constitute the User for purposes of this agreement.

GENERAL RULES

Access by User to the Site or Site content constitutes User's unconditional agreement with these Terms and Conditions. User acknowledges that User has read these Terms and Conditions and that User accepts the terms thereof. USER AGREES TO READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THE SITE each time User accesses the Site or Site content. AV reserves the right, at its sole discretion to change, modify, add or remove any portion of these Terms and Conditions, in whole or in part, at any time. Modification of these Terms and Conditions will be posted on the Site, and User's continued use of the Site affirmatively indicates User's acknowledgment of such changes and User's agreement to be bound by the Terms and Conditions as modified.  User agrees to read the Terms and Conditions each time User accesses the Site to ensure User is aware of changes to the Terms and Conditions since the last access of the Site by User.  By accessing the Site, User represents and warrants to AV that it has reviewed the Terms and Conditions before each instance of access to the Site.  Unless otherwise agreed in writing, User's right to use the Site is not transferable and is subject to any restrictions established by AV in its sole discretion.  AV may change, suspend, or discontinue any aspect of the Site at any time, at its sole discretion, without prior notice and without liability to User or any third party for such change, suspension, or discontinuance. AV may also impose limits on certain features and services or restrict User's access to parts or all of the Site without notice or liability.

 

SHOULD USER OBJECT TO ANY OF THESE TERMS AND CONDITIONS OR ANY SUBSEQUENT CHANGE OR MODIFICATION TO THESE TERMS AND CONDITIONS, OR SHOULD USER BECOME DISSATISFIED WITH THE SITE IN ANY WAY, USER'S ONLY RECOURSE IS TO IMMEDIATELY DISCONTINUE USE OF THE SITE. SO LONG AS USER CONTINUES TO USE THE SITE, AV WILL CONTINUE TO RELY ON USER'S FULL AND UNQUALIFIED ACCEPTANCE AND COMPLIANCE WITH THESE TERMS AND CONDITIONS.

ACCESS TO THE SITE

User shall not have the right to sell, license, market, copy, reproduce, transfer or lease the Site or any content on the Site to any party whatsoever without the prior written consent of AV. User shall not have the right to distribute the Site content in any manner to any third party or unauthorized user.  User shall not have the right to create derivative works from the Site or Site content.  User hereby acknowledges that, as between AV and User or any party acting through User, all title to and ownership of the Site and its content remains vested in AV and nothing in these Terms and Conditions serves to transfer such ownership or title or license to User or any party acting through User. All copies and representations of content from the Site, including merged or modified portions, shall, as between User and AV, remain AV's exclusive property, shall continue to be subject to these Terms and Conditions, and shall contain all AV copyright and other proprietary notices.  User agrees to use the Site only non-commercially except in the conduct of commerce directly with AV, and only for User's bona fide development or legitimate business purposes in accordance with these Terms and Conditions. User shall use all reasonable endeavors not to permit or allow the Site to be used by any party whatsoever for purposes not connected with User's legitimate business purposes with AV.

 

User agrees to report promptly to AV any observed violation of the above. User agrees that the Site shall not be used in any manner or for any purpose other than the permitted purposes as expressly described in these Terms and Conditions.

User shall notify the AV of any known or suspected unauthorized use(s) of the Site through User's account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of User's means of access.

User may not share User's means of access with others. User acknowledges that User is responsible for all usage or activity on User's Site account, including such use of the account by any third party. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of User's account, at AV's sole discretion, and User may be referred to appropriate law enforcement agencies. User agrees to indemnify, defend, and hold AV harmless against liability for any and all use of User's access to the Site or Site content.

AUTHORIZED USAGE OF THE SITE CONTENT

The contents of the Site are intended for the benefit of User's legitimate commercial business with AV. All materials displayed on the Site (including, but not limited to articles, reports, photographs, images, illustrations, audio clips and video clips, each also known as the "Content") are protected by copyright, and owned or controlled by AV or the party credited as the provider of the Content, software, or other materials. User shall abide by all copyright notices, information, or restrictions contained in any Content accessed through the Site. User acknowledges that he/she has no claim of ownership or other right to any Content by reason of its access, use, or otherwise.

 

The Site is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other copyright laws. Copying or storing of any Content is expressly prohibited without the prior written consent of AV or the copyright holder identified in the individual Content's copyright notice. IN NO EVENT SHALL USER ALTER OR DELETE ANY AUTHOR ATTRIBUTION OR COPYRIGHT NOTICE.

 

Except as specifically provided in these Terms and Conditions, User may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works from, distribute, display, or in any way exploit, any of the Content, software, materials, or the Site in whole or in part. No use is permitted which benefits any party other than AV or User.  Other featured logos, product and company names are or may be service/trademarks of their respective owners.

USER-GENERATED CONTENT

You remain the owner of the content that you upload to the Site, but you the User grant AV a worldwide, fully prepaid, irrevocable and perpetual license to use any content uploaded to, or posted on, the Site by User, including the right of AV to sub-license such User-generated content.

 

User represents and warrants that all content uploaded to the Site of submitted to AV by User is owned by User and/or that User has the legal right to upload or submit the content to the Site and/or AV and that this submission is not in violation of any law, contractual restrictions, or other third party rights and is not obscene, threatening, harassing, defamatory, libelous, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable.

WARRANTY AND AVAILABILITY OF SERVICE AND LINKS

User expressly acknowledges and accepts that AV disclaims the accuracy or reliability of any advice, opinion, statement, content or other information displayed, downloaded, or present on the Site in any fashion.  User represents and warrants that it will independently verify the truthfulness, accuracy and reliability of any and all information on the Site before User relies on such information or content.   User acknowledges that any reliance upon any such opinion, advice, statement, content or information shall be at User's sole risk. AV reserves the right but not the obligation, in its sole discretion, to correct any errors or omissions in any portion of the Site.

THE SITE IS DISTRIBUTED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, NON-INFRINGEMENT, OR MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE SITE OR ANY MATERIALS OBTAINED THROUGH THE SITE ARE VIRUS-FREE OR ERROR-FREE. NEITHER AV NOR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE CONTENT SHALL BE LIABLE UNDER ANY THEORY OF LAW (INCLUDING NEGLIGENCE) FOR ANY LOSS OR DAMAGE THAT MAY ARISE IN CONNECTION WITH THE FURNISHING, PERFORMANCE, USER's INABILITY TO USE, OR USER's USE OF THE SITE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, ECONOMIC, LOST PROFIT, OR CONSEQUENTIAL DAMAGES, OR OTHER KIND OF LOSS OR DAMAGE WHATSOEVER, EVEN IF AV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL USER BE ENTITLED UNDER ANY THEORY OF LAW (INCLUDING NEGLIGENCE) TO ANY MONETARY DAMAGES IN EXCESS OF ANY FEE PAID BY USER FOR USE OF THE SITE DURING THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES. USER's RIGHT TO MONETARY DAMAGES IN SUCH AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES THAT USER MAY HAVE OTHERWISE HAD AGAINST AV. USER EXPRESSLY ACKNOWLEDGES THAT USE OF THE SITE ISAT USER'S SOLE RISK.

 

User shall defend, indemnify and hold harmless AV, its officers, diriectors, employees and representatives from and against any and all claims, causes of action, damages, loss, costs, including without limitation atorneys’ fees and litigation costs resulting from any use of the Site or Site content by User or resulting from breach by User of these Terms and Conditions.

 

The Site may contain links to other related Internet sites, resources, and sponsors of the Site. AV is not responsible in any way for the availability of these outside resources or their contents. User should direct any concerns regarding any external link to that link's site administrator or webmaster.

AV is not responsible for the contents of any linked site or any link contained in a linked site. AV is providing these links only as a convenience, and the inclusion of any link does not imply endorsement by AV of the linked site or its contents.  User expressly acknowledges and covenants that it will not assert any claim or cause of action of any nature whatsoever against AV as a result of User’s access to such sites or use or reliance on the content of such sites.

GENERAL PROVISIONS

These Terms and Conditions shall be construed and enforced in accordance with the laws of the state of California. Any action to enforce these Terms and Conditions shall be brought in the federal or state courts located in Santa Clara County, California.

Any rights not expressly granted to User in these Terms and Conditions are reserved to AV.

 

Any failure by AV to enforce any provision of these Terms and Conditions shall not be construed as a continuing waiver of any rights under such provision.

These Terms and Conditions represent the entire agreement between AV and User concerning User's use of the Site and supersede any prior understanding or agreement whether oral or written.