PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.
Effective date: September 18, 2015
Welcome to Placemeter. Please read on to learn the rules and restrictions that govern your use of our website(s), products, services and applications (the “Services”). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at firstname.lastname@example.org, 212-226-6984, orPlacemeter Inc.
New York, NY 10013
You represent and warrant that you are of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and gotten your parent or guardian to agree to these Terms on your behalf). If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).
Will these Terms ever change?
We are constantly trying to improve our Services, so these Terms may need to change along with the Services. We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on the placemeter.com website, by sending you an email, and/or by some other means.
If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes. Further, if you choose to reject these Terms, you must return any products that you have purchased from Placemeter within fourteen (14) days of the date your purchase. If you purchased a product from the www.placemeter.com website, please contact us at email@example.com for further instructions on returning the product due to your rejection of these Terms.
Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
What about my privacy?
The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. We do not knowingly collect or solicit personally identifiable information from children under 13; if you are a child under 13, please do not attempt to register for the Services or send any personal information about yourself to us. If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible. If you believe that a child under 13 may have provided us personal information, please contact us at firstname.lastname@example.org.
What are the basics of using Placemeter?
You may be required to sign up for an account, and select a password and user name (“Placemeter User ID”). You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your Placemeter User ID a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.
Placemeter may provide you with a hardware component or software application to install on your mobile device(s) that records, gathers, senses and/or analyzes data about activity in physical places (a “Sensor”). You agree to pay Placemeter any applicable fees charged by Placemeter for any such Sensor. Without limiting anything contained in the Product Software End User License Agreement, you will not and will not permit any third party to reverse engineer, disassemble or otherwise attempt to discover any source code, object code, or underlying technology, structure, ideas or algorithms of any software, documentation or data related to any Sensor.
You will only use the Services for your own internal, personal, non-commercial use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law. You may only use products you receive from Placemeter (such as the Sensor defined below) in connection with the Services, and for no other use. Any software component embodied in Placemeter products are licensed to you, and not sold. That license can be found here. Placemeter products may only be used within the United States.
You represent and warrant that you will not submit to Placemeter content in violation of any party’s rights including, without limitation, privacy rights. You agree to indemnify and hold Placemeter, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to your User Submissions.
You will not share your account or password with anyone, and you must protect the security of your account and your password. You’re responsible for any activity associated with your account.
Placemeter users may have the opportunity to stream video for the Services (such users are “Video Contributors”). To learn more about applying to become a Video Contributor, please click here. Placemeter reserves the right approve or reject you to be a Video Contributor at Placemeter’s sole discretion.
If you stream or otherwise provide video content to Placemeter through the Services (“Video Submissions”), you hereby assign to Placemeter all right, title and interest (including all intellectual property rights of any sort throughout the world) relating to Video Submissions. If and to the extent you are unable to make such an assignment, you hereby grant Placemeter a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sublicensable and transferable right and license to exploit, use and exercise all rights in and to the data and content and any and all intellectual property relating thereto.
If you are accepted as Video Contributor, Placemeter may provide you with a Sensor or software application to install on your mobile device(s) that records, gathers, senses and/or analyzes data about activity in physical places solely for the purpose of streaming video for Placemeter. You agree to pay Placemeter any applicable fees charged by Placemeter for any such Sensor. You will not and will not permit any third party to reverse engineer, disassemble or otherwise attempt to discover any source code, object code, or underlying technology, structure, ideas or algorithms of any software, documentation or data related to any Sensor. Placemeter may pay you a certain amount per month as a Video Contributor for providing Video Submissions at Placemeter’s sole discretion. To learn more about obtaining a Sensor and streaming video content, please visit placemeter.com/meter.
As a Video Contributor, you represent and warrant that you will not stream to Placemeter content in violation of any party’s rights including, without limitation, privacy rights. You agree to indemnify and hold Placemeter, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to your Video Submissions.
Your use of the Services is subject to the following additional restrictions:
You represent, warrant, and agree that you will not contribute any Content or User Submission (each of those terms is defined below) or otherwise use the Services or interact with the Services in a manner that:
A. Infringes or violates the intellectual property rights or any other rights of anyone else (including Placemeter);
B. Violates any law or regulation;
C. Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
D. Jeopardizes the security of your Placemeter account or anyone else’s (such as allowing someone else to log in to the Services as you);
E. Attempts, in any manner, to obtain the password, account, or other security information from any other user;
F. Violates the security of any computer network, or cracks any passwords or security encryption codes;
G. Runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
H. “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
I. Copies or stores any significant portion of the Content;
J. Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.
A violation of any of the foregoing is grounds for termination of your right to use or access the Services.
What are my rights in the Services?
The materials displayed or performed or available on or through the Services, including, but not limited to, text, video, graphics, data, articles, photos, images, illustrations, User Submissions, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Placemeter’s) rights.
You understand that Placemeter owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services.
The Services may allow you to copy or download certain Content; please remember that just because this functionality exists, doesn’t mean that all the restrictions above don’t apply – they do!
What do I need to know about my User Submissions?
When you submit content to Placemeter through the Services (“User Submission”), you hereby grant Placemeter a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sublicensable and transferable right and license to exploit, use and exercise all rights in and to the data and content and any and all intellectual property relating thereto, in each case to enable us to operate the Services. This is a license only – your ownership in the User Submission is not affected.
You understand and agree that Placemeter, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your Content to conform and adapt that Content to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.
Under no circumstances will Placemeter be liable in any way for any User Submission, including, but not limited to, any errors or omissions in any User Submission, or any loss or damage of any kind incurred in connection with use of or exposure to any User Submission posted, emailed, accessed, transmitted, or otherwise made available via the Services.
What if I see something on the Services that infringes my copyright?
You may have heard of the Digital Millennium Copyright Act (the “DMCA”), as it relates to online service providers, like Placemeter, being asked to remove material that allegedly violates someone’s copyright. We respect others’ intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers; to review our complete Copyright Dispute Policy and learn how to report potentially infringing content, click here. To learn more about the DMCA, click here.
Who is responsible for what I see and do on the Services?
Any information or content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such content originated, and you access all such information and content at your own risk, and we aren’t liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services.
You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services.
Placemeter has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Services. In addition, Placemeter will not and cannot monitor, verify, censor or edit the content of any third party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third party website or service.
Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Placemeter shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
If there is a dispute between participants on this site, or between users and any third party, you agree that Placemeter is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Placemeter, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor."
Will Placemeter ever change the Services?
We’re always trying to improve the Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical. Similarly, we reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.
Does Placemeter cost anything?
You shall pay all fees for Services and/or products you agree to purchase from Placemeter.
When you sign up for a yearly subscription Service, you agree to pay for the full subscription term regardless of whether you terminate prior to the end of the subscription period. Payments made for subscription Services are due on a month-to-month basis and are non-refundable. We reserve the right to make a one-time charge of all unpaid months in the event you terminate the Services prior to fulfilling all owed payments. For example, if you sign up for a twelve-month subscription and choose to terminate at month six after having made only the first six monthly payments, we may charge your credit card (or other payment method) for the remaining unpaid six months.
Payments for our pay-as-you-go subscription Services may be refundable on a pro-rated basis.
All of our subscription Services automatically renew unless you provide us with notice of non-renewal prior to the expiration date of the expiring Service. We will send you a reminder of this automatic renewal prior to the expiration date of your subscription. You may send your notice of non-renewal to email@example.com.
Placemeter reserves the right to cancel or refuse any product order for any reason at any time prior to shipment, including after an order has been submitted, whether or not the order has been confirmed. We may attempt to contact you if all or a portion of your order is cancelled, or if additional information is needed to complete and accept your order.
Prices for Placemeter products do not include shipping costs. Our delivery charges are as quoted on our website from time to time. The estimated arrival or delivery date is not a guaranteed delivery date for your order. Refused deliveries will be returned to our warehouse. It may take up to 45 days for the returned items to be identified as refused and processed for a refund.
Depending on the order, Placemeter calculates and charges sales tax in accordance with applicable laws.
What if I want to stop using Placemeter?
Placemeter is also free to terminate (or suspend access to) your use of the Services or your account if you breach any of these Terms. Placemeter has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.
What else do I need to know?
If you have purchased a Sensor from Placemeter, subject to your compliance with this Agreement, Placemeter warrants to and only to you that the Sensor will be free from defects in materials and workmanship for one (1) year from the date of your purchase of the Sensor. This warranty is only valid for a Sensor purchased and used by you solely within the United States. This warranty does not cover damage outside Placemeter’s control, including without limitation damage caused by misuse, accident, abuse, use other than as intended and described in the Sensor documentation, normal wear and tear, tampering, or service performed on the product by a service provider not expressly authorized by Placemeter. Placemeter’s sole and exclusive liability (and your sole and exclusive remedy) under the foregoing warranty shall be to repair or replace the Sensor, as determined by Placemeter in its sole discretion.
Neither Placemeter nor its licensors or suppliers makes any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. Excluding the Limited Warranty above, products and services purchased or offered (whether or not following such recommendations and suggestions) relating to the Services are provided “AS IS” and without any warranty of any kind from Placemeter or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product).
EXCEPT AS STATED IN THE LIMITED WARRANTY ABOVE, THE SERVICES AND CONTENT ARE PROVIDED BY PLACEMETER (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OR ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability.
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL PLACEMETER (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) \$100 OR (II) THE AMOUNTS PAID OR PAYABLE BY YOU TO PLACEMETER IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
To the fullest extent allowed by applicable law, You agree to indemnify and hold Placemeter, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Placemeter’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
Choice of Law; Arbitration.
These Terms are governed by and will be construed under the laws of the State of New York, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in New York City, New York, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, New York City, New York, or the Southern District of New York. Any arbitration under this Agreement will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND PLACEMETER ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the Placemeter may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Placemeter agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Placemeter, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Placemeter, and you do not have any authority of any kind to bind Placemeter in any respect whatsoever. Except as expressly set forth in the section above regarding the Apple Application, you and Placemeter agree there are no third party beneficiaries intended under these Terms.