PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING, USING, OR INSTALLING THE SERVICE OR ANY PORTION THEREOF IN ANY MANNER (WHETHER AUTOMATED OR OTHERWISE), YOU:
ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT AND BY SUCH OTHER TERMS, CONDITIONS, POLICIES, AND DOCUMENTS THAT MAY BE INCORPORATED HEREIN BY REFERENCE;
AFFIRM THAT YOU ARE AT LEAST 18 YEARS OF AGE (OR HAVE REACHED THE AGE OF MAJORITY IN THE JURISDICTION WHERE YOU RESIDE); AND
IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER ORGANIZATION, REPRESENT AND WARRANT THAT YOU HAVE THE ORGANIZATIONAL AND LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT ON SUCH COMPANY’S OR OTHER ORGANIZATION’S BEHALF AND TO BIND SUCH COMPANY OR ORGANIZATION.
THIS AGREEMENT REQUIRES THE USE OF BINDING ARBITRATION TO RESOLVE DISPUTES RATHER THAN JURY TRIALS OR CLASS ACTIONS, IN ACCORDANCE WITH THE SECTION 32 (DISPUTE RESOLUTION) BELOW.
THIS AGREEMENT IS VOID WHERE PROHIBITED BY LAW, AND ANY RIGHTS TO ACCESS OR USE THE SERVICES ARE REVOKED IN SUCH JURISDICTIONS.
IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT ACCESS, USE, INSTALL, OR ORDER THE SERVICE.
Definitions. The terms below have the following meanings:
“You” means an Individual User or a Subscriber and its Authorized User(s). Depending on your role, You are one of the following:
A “Subscriber”, which is the legal entity that purchases or otherwise registers for access to the Service on a subscription or other basis. If You are a Subscriber, You represent and warrant that You are duly authorized to bind such a corporation or legal entity and that You, and any other Authorized Users (as defined below) of the Subscriber, are authorized to provide the User Data (as defined below) contemplated herein to Sensor Tower.
An “Authorized User”, which is an individual employee of a Subscriber who accesses or uses the Service as an authorized user of such Subscriber.
An “Individual User”, which is an individual that accesses or uses the Service personally.
"Affiliate" means any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, such person or entity.
"App Platforms" mean application platforms, such as Apple App Store ™, Google Play Store™ , and Google Firebase™, that provide for the download, installation, management, and/or analysis of third-party Apps.
“App Platform Accounts” mean your App Platform accounts (each an “App Platform Account”), which You may optionally choose to connect with the Service.
"Apps" mean the mobile applications provided by or developed using the App Platforms and for which insights are provided by the Service.
“Confidential Information” means any confidential information belonging to the Subscriber with which You are associated (as an Authorized User of that Subscriber), including without limitation material non-public information as defined by applicable securities laws and regulation, disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with the Service.
"Free Tier” means a free version of the Service made available to users at our sole discretion that is limited in terms of functionality and/or content.
"Service" means our websites, including without limitation sensortower.com and pathmatics.com, or any subdomain thereof, our mobile, browser, or desktop applications, our application programming interfaces, or any content, functionality, or online services offered on or through any of the foregoing.
The “Parties” means You and Sensor Tower, and a “Party” means either You or Sensor Tower.
"Service Data" means any content, including without limitation any text, insights, digital media, software links, reports, numerical data, or other information provided by the Service, whether obtained via a web browser used to access the Service, the Service’s user interface(s), the Service's file export features, electronic notifications (e.g., email and alerts), application programming interfaces (“APIs”), and/or other means.
"User Data" means information or other data provided by You to Sensor Tower through or in connection with the Service, including without limitation Connected Account Data (as defined below) and/or any other data, materials, trademarks, logos, tradenames, or information that You upload, import, input or post (or if You are a Subscriber, that any Authorized User uploads, imports, inputs, or posts), including without limitation verbally or in audio or visual format, into, through, or in connection with the Service.
Modifications to this Agreement. Sensor Tower may update this Agreement from time-to-time and may amend it at any time to incorporate additional rules, policies, procedures and other instructions concerning access to, and use of, the Service or additional features, materials, products, opportunities, or services that Sensor Tower may make available on or through the Service. Any modifications or changes will be effective immediately upon posting on the Service, unless otherwise specified in the updated Agreement. You waive any right You may have to receive specific notice of any modifications or changes, except as otherwise required by law. Your continued access to or use of the Service confirms your acceptance of this Agreement and any changes or modifications made to the Agreement. You should review this Agreement frequently and ensure You understand all terms, conditions, and policies applicable to your access to and use of the Service.
Payment for, Access to and Use of Service.
You will pay Sensor Tower the fees and applicable charges ("Fees") for the Services as listed on an applicable Order Form. Sensor Tower reserves the right to change the Fees (e.g., by removing charges, instituting new charges, modifying existing charges, etc.) at its sole discretion.
If You believe that Sensor Tower has billed You incorrectly, You must contact Sensor Tower no later than sixty (60) days after (a) the date you were charged or (b) the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Sensor Tower’s customer support department. Sensor Tower shall respond to Customer within three (3) business days after receiving such inquires.
Unless otherwise specified by an Order Form, you agree to authorize debit(s) from a bank account or credit card charges for the full amount of the Fees upon subscribing for the Services. If the Order Form specifies that Sensor Tower shall bill through an invoice, full payment for undisputed invoices issued in any given month must be received by sixty (60) days after the date of your receipt of the invoice. Failure to timely pay the Fees is a material breach of this agreement and could, at Sensor Tower's sole discretion, result in suspension of access to the Services, termination of access to the Services, termination of this Agreement, or other adverse outcomes.
You are responsible for all taxes associated with Services, including any and all applicable sales taxes that Sensor Tower may be required to collect on your behalf, provided You shall have no liability for US taxes based on Sensor Tower’s net income, property or employees.
Access for Authorized Users or Individual Users with Valid Order Form. We will provide to Subscriber’s Authorized Users, or to individual users as the case may be, access to and use of the Service as set forth in the Order Form, subject to and conditioned upon compliance with the terms and conditions of this Agreement.
Access without an Order Form. If no Order Form applies to You (or has since expired), then You are an Individual User that has been provided access to the Service under the Free Tier, subject to and conditioned upon your compliance with these Terms.
Limited Use of Service Data.
Service Data may only be used internally within Subscriber’s business and only for Subscriber’s internal use (and only in accordance with any applicable documentation).
You may not redistribute or disclose the Service Data to any third parties including any Affiliates unless expressly provided for in an applicable Order Form.
You may not allow any third parties including Affiliates to access the Service, unless expressly provided for in an applicable Order Form.
You must immediately cease to use the Service and any Service Data upon termination of the Agreement, and any limited rights in the Service or Service Data received under this Agreement are expressly revoked.
User Account; No Sharing. To access and use the Service or certain features of the Service, You may be required to establish a user account (a “User Account”). You: i) may establish only one User Account, ii) must provide true, accurate, current, and complete information as prompted by the applicable registration process, and iii) are responsible for promptly keeping such information up to date. You represent and agree that all information You provide to Sensor Tower in connection with your access to and use of the Service is, and shall be, true, accurate and complete to the best of your knowledge, ability and belief. You are responsible and liable for all activities conducted through your User Account (and, if You are a Subscriber, through the User Accounts of your Authorized Users), regardless of who conducts those activities. You are responsible for maintaining the confidentiality of any user IDs, passwords and other credentials (“User Credentials”) associated with your User Account, and shall immediately notify us of any actual or suspected unauthorized access to or use of your User Account or any associated user IDs, passwords, and other credentials. You are not allowed to share your User Account with anyone else and must keep your User Credentials confidential. Any sharing of your User Account with any other individuals is considered a material breach of this Agreement. You will cooperate fully with us and take all actions that we reasonably deem necessary to maintain or enhance the security of the Service, our computing systems and networks, and your access to the Service. We are not and shall not be deemed liable for any loss or damage to You arising from your, and if You are a Subscriber, your Authorized Users’, failure to comply with this Section.
Access Management. Subscriber shall be responsible for determining the scope and level of each Authorized User’s access to the Service; subject, however, to the scope and limitations of the rights granted under this Agreement including without limitation the Order Form. Subscriber may, at any time and in its sole discretion, revoke or limit the access of any Authorized User to the Service and that Authorized User must abide by any such limitations. Subscriber shall not allow any sharing of User Accounts and each seat provided for under an Order Form shall only be associated with one Authorized User at a time. Subscriber may not encourage or allow the sharing of User Accounts between individuals.
Restrictions. You shall not:
share seats provided under an Order Form or share User Accounts between two or more individuals;
modify, or improve, or make derivative works based on the Service;
publish Service Data or provide access to the Service to any third parties including without limitation unauthorized Affiliates;
misrepresent your identity;
use the Service to monitor its availability, performance or functionality or for any benchmarking or competitive purposes;
stalk or harass any other user of the Service;
reproduce the Service;
access or use the Service to build any software, product, or service that is competitive or similar to the Service or any portion thereof;
decompile, disassemble, or reverse engineer any object code that is part of the Service or attempt to reverse engineer, reconstruct, identify, or discover any source code of any such software, the structure, sequence, or organization of such source code or any algorithms, methods, or models contained therein;
create Internet "links" to the Service or "frame" or "mirror" any content on any other server or wireless or Internet-based device;
rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or any underlying software;
enter into time-sharing or data processing service arrangements involving use of Service with any third party;
remove any product identification, trademark, copyright, patent, or other notices or markings contained in, displayed by, or provided with the Service;
submit User Data or any other material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs;
interfere with, impede, or disrupt the integrity or performance of the Service or the data contained therein or part thereof;
attempt to gain unauthorized access to the Service or its related systems or networks;
access, use, scrape, copy, or index any portion of the Service, through the use of bots, spiders, Web crawlers, indexing agents, browser extensions, or other automated devices or mechanisms;
create any denial of service with respect to the Service;
falsify the origin of your communications, or attempt to do any of the foregoing; or
use the Service for any illegal or injurious purpose.
Term and Termination.
This Agreement shall remain in full force and effect for the initial serviced term ("Initial Term") provided in an applicable Order Form, and the Agreement shall be automatically renewed for additional periods (each, a “Renewal Term” and collectively with the Initial Service Term, the “Term”) of the same duration as the Initial Service Term as specified in the Order Form, unless either Party requests termination at least ninety (90) days prior to the end of the then current Term.
If You have a User Account under a Free Tier and no Order Form applies, then this Agreement shall remain in full force and effect until terminated by You or Sensor Tower. If You have a User Account under a Free Tier, no Order Form applies, and You and wish to cancel the User Account and terminate the Agreement, please send a written cancellation request via email to Sensor Tower at email@example.com and include the phrase “CANCEL ACCOUNT” in the subject line.
Unless otherwise provided for by an applicable Order Form, Sensor Tower shall have the right to immediately terminate or suspend, in its discretion, your access to all or part of the Service with or without notice for any reason. Sensor Tower shall not be liable for any failure to provide access to or use of the Service during any such suspension or termination.
Technical Requirements. You acknowledge and agree that the access to and use of the Service by You (and, if You are a Subscriber, by any Authorized User) is dependent upon access to telecommunications and Internet services. You acknowledge that Sensor Tower is not responsible for acquiring or maintaining any telecommunications or Internet services or other hardware or software that You (or, if You are a Subscriber, that any Authorized User) may need to access and use the Service, or for any costs, fees, expenses, or taxes of any kind related to the foregoing.
Support and Service Availability. If You encounter technical problems when using the Service, please email firstname.lastname@example.org. It is possible that on occasion the Service will be unavailable due to maintenance or other development activity. If for any reason we have to interrupt the Service for longer periods than we would normally expect, we will use reasonable endeavors to publish in advance details of such activity on the Service, in email, or through another suitable channel. We are not and shall not be deemed liable for any loss or damage to You arising from the unavailability of the Service.
Force Majeure. We will not be liable for any delay or failure in the performance of our obligations under this Agreement if the delay or failure is due to any cause outside of our reasonable control.
Compliance with Laws. You are responsible for all activity occurring under your User Account (or the User Accounts of any Authorized Users if You are a Subscriber) and You shall abide by all applicable local, state, federal and foreign laws, treaties and regulations in connection with your access to and use of the Service, including those laws related to data privacy, and the transmission of technical or personal data. You shall not use the Service for any unlawful purpose, and You will not export, directly or indirectly, the Service to any country for which the United States requires any export license or other governmental approval without first obtaining such license or approval.
Reliance on Service. You, not Sensor Tower, are solely responsible for your use and application of the Service and the Service Data. SENSOR TOWER MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES REGARDING THE ACCURACY, COMPLETENESS OR CONTENTS OF ANY REPORTS OR OTHER OUTPUT INCLUDED IN THE SERVICE DATA AND GENERATED USING THE SERVICE. YOU ACKNOWLEDGE AND AGREE THAT ITS USE AND RELIANCE ON THE SERVICE DATA AND THE SERVICE IS AT YOUR OWN RISK.
License to Sensor Tower for User Data. You acknowledge that, in order for Sensor Tower to deliver the Service at a high level of quality, Sensor Tower requires the ability to apply its algorithms, know-how and methodology. You grant Sensor Tower a non-exclusive, world-wide, perpetual, royalty-free, irrevocable, sublicensable and transferable license to use the User Data for the purposes of providing and improving the Service and/or performing any other obligations set forth in this Agreement. You are responsible for obtaining all rights, permissions, and authorizations to provide the User Data, including Connected Account Data, to Sensor Tower for use as contemplated under this Agreement. You agree to indemnify Sensor Tower for any third-party claims, demands or losses arising as a result of your failure to obtain all such necessary rights, permissions and authorizations.
License to Sensor Tower for Connected Account Data. You have the option to connect one or more of your App Platform Accounts to the Service, responsive to which You can use the Service to view and analyze the information about your App(s) stored in and received by the Service from such an App Platform. By doing so, You understand and agree that Sensor Tower will receive certain information about You and your App(s) through each such connected App Platform Account ("Connected Account Data"). Notwithstanding anything to the contrary herein, You hereby grant Sensor Tower (and our successors and assigns) a non-exclusive, world-wide, perpetual, royalty-free, irrevocable, sublicensable and transferable license to retain and use your Connected Account Data for the purposes of (i) generating aggregate insights, (ii) developing and optimizing the Service, (iii) developing and selling new products or services, and (iv) expanding the features and functionality of existing products or services. Subject to this Section 14, Connected Account Data is considered your Confidential Information and the confidentiality provisions of this Agreement shall apply to it.
Other User Data Use Rights. You grant to Sensor Tower permission to generate aggregate, anonymized data (“Anonymized Data”) from the User Data, including Connected Account Data, and agree that Sensor Tower shall own, and hereby grant any rights, title, and interest in, any such Anonymized Data and may use it for any purpose including sharing, distributing, and/or licensing it to third parties.
Information Security. Consistent with Sensor Tower's then current practices and procedures, Sensor Tower will maintain and enforce administrative, technical, and physical safeguards to reasonably protect the confidentiality, availability, and integrity of your User Data. Solely if and to the extent that Sensor Tower processes any personal data of which You are the data controller, the Data Processing Addendum available at https://sensortower.com/dpa (“DPA”) forms part of this Agreement.
Intellectual Property. The Service contains material that is protected by intellectual property laws, including copyright and trade secret law, and by international treaty provisions. All rights not expressly granted to You under this Agreement are expressly reserved by Sensor Tower and its licensors. All copyrights, patents, trade secrets, trademarks, service marks, trade names, moral rights and other intellectual property and proprietary rights in the Service shall remain the sole and exclusive property of Sensor Tower or its licensors, as applicable, and this Agreement grants You no title or rights of ownership in the Service or any subsets or components thereof.
User Data Limitations.
You are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all User Data, including without limitation, all data, information, materials, or content that You (or, if You are a Subscriber, that any of your Authorized Users) upload, import, input, or post, or authorize for upload, importation, input, or posting, to or otherwise in connection with the Service.
You shall not (or if You are a Subscriber, You shall not permit any Authorized User to) upload, import, input, or post (or authorize the upload, importation, input, or posting of) any User Data or other information, materials or content that (i) infringes the intellectual property rights, rights of privacy or publicity, or other proprietary rights of any third party, (ii) violates any applicable law, (iii) is, or is likely to be considered, immoral, libelous, tortuous, defamatory, threatening, vulgar, or obscene or harmful to minors, or (iv) contains any malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code.
You acknowledge and agree that Sensor Tower does not, nor is it obligated to, monitor or police any communications or data, information, materials, or content (including User Data) integrated or imported into, transmitted through, or posted to the Service and that Sensor Tower will not be responsible for such data, information, materials, or content. Notwithstanding the foregoing, however, Sensor Tower may, at its option and in its sole discretion, remove or delete from the Service any data, information, materials, or content (including any User Data) that Sensor Tower determines violates the terms of this Agreement.
Feedback. You or any Authorized User may provide User Data in the form of suggestions, ideas, inventions, innovations, improvement or enhancement requests, feedback, recommendations, or other information to Sensor Tower regarding the Service, in whatever form, whether or not patentable or copyrightable or made or conceived solely or jointly with others (collectively, "User Feedback"). Such User Feedback is voluntary. Unless otherwise not permitted by applicable laws or regulations, Sensor Tower may use User Feedback for any purpose without obligation of any kind, and You acknowledge and agree that such User Feedback shall become the sole property of Sensor Tower, and You hereby transfer and assign all right, title and interest in the User Feedback exclusively to Sensor Tower and any and all related patent, copyrights, trademarks, trade names and other intellectual property rights and applications therefor, in the United States and elsewhere else.
Electronic Communication. By accepting this Agreement, on behalf of an entity, on your behalf, and on behalf of any other persons that You are responsible for:
You consent that Sensor Tower can communicate with You by phone or electronically via in-app messages, texts, e-mails or any other suitable form of electronic communication (“Messages”).
You consent to receiving Messages from Sensor Tower related to the Service such as but not limited to Messages about access, tasks, events, appointments, quality of service, and availability, as well as Messages that are ancillary to the Service, such as but not limited to Messages about new product announcements, product recommendations, and other promotions.
You agree that Sensor Tower can contact You at any time regarding the Service.
You agree that Sensor Tower can employ and use automated means and/or a third-party messaging service to send Messages or contact You regarding the Service.
You understand that You can revoke your consent to receiving promotional Messages at any time by updating your notification preferences in the account settings of the Service.
You accept that You are responsible for keeping your contact information up-to-date in the account settings of the Service.
Document Retention. You agree and acknowledge that Sensor Tower is not a provider of data back-up, archiving, or data retention services. As between You and Sensor Tower, You are solely and exclusively responsible for the backing up, archiving, and retaining of all User Data. While Sensor Tower adheres to reasonable policies and procedures intended to prevent the loss of User Data, including a regular back-up regime, Sensor Tower does not make any representations, warranties or guarantees that the User Data will not be lost, altered, destroyed, damaged, or corrupted. SENSOR TOWER HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF ANY USER DATA.
Protection of Confidential Information. The Receiving Party will maintain the Disclosing Party’s Confidential Information in strict confidence for a period lasting the duration of the Service Term plus one (1) year after the Subscription End-Date, and will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to a contractor or vendor to the extent necessary to perform our obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein, or in association with an Assignment as provided for under the Assignment section of this Agreement.
Confidential Information does not include information that the Receiving Party can document:
has or becomes generally available to the public other than through a wrongful act of the Receiving Party; or
was lawfully in its possession or known by them prior to receipt from the Disclosing Party; or
was rightfully disclosed to them without restriction by a third party who is not bound by any confidentiality obligations with respect thereto; or
is independently developed by the Receiving Party, their employees or third-party contractors without use of or reference to the Confidential Information.
Compelled Disclosure. The Receive Party may disclose Confidential Information to the extent required by law, provided that the Receiving Party gives the Disclosing Party reasonable advance notice of such required disclosure and cooperates with the Disclosing Party so that the Disclosing Party may obtain appropriate confidential treatment for such Confidential Information.
Indemnity. You agree to indemnify and hold harmless Sensor Tower and Sensor Tower's officers, directors, employees, agents and licensors from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of, or in connection with any claim brought by any third party in connection with or arising out of (a) your access to and use of the Service, (b) the User Data (including Connected Account Data), or (c) your violation of this Agreement or your violation of any rights of another. Sensor Tower reserves, and You grant to Sensor Tower, the right to assume exclusive defense and control of any matter subject to indemnification by You. All rights and duties of indemnification that are set forth herein shall survive termination of this Agreement.
Publicity. You hereby grant Sensor Tower a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable, and transferable right to Sensor Tower to use your name, company name, logo(s), and app logo(s) and app Icon(s) in Sensor Tower's marketing and press materials.
Non-Exclusive Relationship. Notwithstanding anything to the contrary, this Agreement shall be non-exclusive in nature, and nothing in this Agreement shall be construed as preventing Sensor Tower from performing the same or similar services (or products resulting from such services) for other third parties or for itself and its Affiliates.
Copyright Policy and Digital Millennium Copyright Act (DMCA) Procedures. Sensor Tower reserves the right to terminate your or any third-party's right to use the Service if such use infringes the copyrights of another. Sensor Tower may, under appropriate circumstances and at its discretion, terminate your or any third-party's right to access to the Service, if Sensor Tower determines that You or a third-party is a repeat infringer. If You believe that any material has been posted via the Service by any third-party in a way that constitutes copyright infringement, and You would like to bring it to Sensor Tower's attention, You must provide Sensor Tower's DMCA Agent identified below with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification of the copyrighted work and the location on the Service of the allegedly infringing work; (c) a written statement that You have a good faith belief that the disputed use is not authorized by the owner, its agent or the law; (d) your name and contact information, including telephone number and email address; and (e) a statement by You that the above information in your notice is accurate and, under penalty of perjury, that You are the copyright owner or authorized to act on the copyright owner's behalf. The contact information for Sensor Tower's DMCA Agent for notice of claims of copyright infringement is: Sensor Tower, Inc., Attn: Copyright Agent 2261 Market Street #4331, San Francisco, CA 94114 email: email@example.com
WARRANTY DISCLAIMERS. THE SERVICE AND ALL SERVICE DATA IS PROVIDED "AS IS," WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY KIND. SENSOR TOWER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, TITLE/NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. SENSOR TOWER DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION, MARKETING OR PROMOTIONAL MATERIALS, OR ADVICE GIVEN BY SENSOR TOWER OR SENSOR TOWER'S AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE EXPRESS WARRANTIES PROVIDED HEREIN. YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT USE OF THE SERVICE AND ALL SERVICE DATA HEREUNDER IS AT YOUR SOLE RISK.
LIMITATION OF LIABILITY. IN NO EVENT SHALL SENSOR TOWER OR ITS LICENSORS, BE LIABLE TO YOU, OR YOUR AUTHORIZED USERS, OR ANY THIRD PARTY FOR ANY GENERAL, SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THE SERVICE, ANY SERVICES RENDERED HEREUNDER, OR THIS AGREEMENT, EVEN IF SENSOR TOWER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF SENSOR TOWER TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OR THE CAUSE OF ACTION IS PERMANENTLY BARRED. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, ALL OR A PORTION OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Assignment. You may not assign this Agreement, or any rights, benefits or obligations hereunder, by operation of law or otherwise, without the express written permission of Sensor Tower. Any attempted assignment that does not comply with this Agreement shall be null and void. Sensor Tower may assign this Agreement, in whole or in part, to any party in its sole discretion.
Governing Law. The validity, construction and performance of this Agreement and the legal relations among the parties to this Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding that body of law applicable to choice of law.
Dispute Resolution. PLEASE READ THIS SECTION CAREFULLY. IT IMPACTS THE RIGHTS THAT YOU MAY OTHERWISE HAVE. IT PROVIDES FOR RESOLUTION OF MOST DISPUTES THROUGH INDIVIDUAL ARBITRATION INSTEAD OF TRIAL COURTS AND CLASS ACTIONS. THIS SECTION SURVIVES ANY EXPIRATION OR EARLIER TERMINATION OF THESE TERMS.
Informal Dispute Resolution. As a condition precedent which must be satisfied prior to initiating any arbitration or other action against the other Party, both You and Sensor Tower agree to the following dispute resolution procedure: In the event of any controversy, claim, action or dispute arising out of or related to the Service, or the breach, enforcement, interpretation, or validity of this Agreement ("Claim"), the Party asserting the Claim must first try in good faith to settle such Claim by providing written notice, by first class or registered mail, to the other Party describing the facts and circumstances (including any supporting documentation) of the Claim. The Party asserting the Claim must allow the receiving Party 30 days in which to respond to or settle the Claim.
For purposes of this Section, notices must be sent as follows:
If to Sensor Tower, to firstname.lastname@example.org.
If to You, the email address listed in your User Account or an applicable Order Form.
Arbitration. To the extent You cannot resolve any Claim through the informal dispute resolution procedure set forth above, and except as otherwise set forth herein, a Claim must be resolved through binding individual arbitration. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Sensor Tower agree that any Claim arising out of or related to the Service must commence within one (1) year after the Claim arose; otherwise, such Claim is permanently barred. Any Claim arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in San Francisco, California, using the English language in accordance with the Arbitration Rules and Procedures of 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 the Arbitration Rules and Procedures of JAMS. The prevailing Party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each Party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the Parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Northern District of California. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of this Agreement, including without limitation, this section. We each agree that we shall bring any dispute against the other in our respective individual capacities and not as a plaintiff or class member in any purported class, representative proceeding or as an association. In addition, we each agree that disputes shall be arbitrated only on an individual basis and not in a class, consolidated or representative action. The arbitrator does not have the power to vary these provisions. If any part of this provision is ruled to be unenforceable, then the balance of this provision shall remain in full effect and construed and enforced as if the portion ruled unenforceable were not contained herein.
Severability and Waiver. If any part or provision of this Agreement is held by a court of competent jurisdiction to be invalid, unenforceable, or in conflict with the law, that part or provision shall be replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision, and the remainder of this Agreement will continue in full force and effect. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If we waive any breach of this Agreement, such waiver will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Additional Disclosures. No waiver by either You or Sensor Tower of any breach or default or failure to exercise any right allowed under this Agreement is a waiver of any preceding or subsequent breach or default or a waiver or forfeiture of any similar or future rights under this Agreement. The section headings used herein are for convenience only and shall be of no legal force or effect. If a court of competent jurisdiction holds any provision of this Agreement invalid, such invalidity shall not affect the enforceability of any other provisions contained in this Agreement, and the remaining portions of our Agreement shall continue in full force and effect. You are contracting with Sensor Tower, Inc. Correspondence should be directed to: Sensor Tower, 2261 Market Street #4331, San Francisco, CA 94114. If You are a California resident, You may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210. The provisions of this Agreement apply equally to and are for the benefit of Sensor Tower, its subsidiaries, Affiliates and licensors, and each shall have the right to assert and enforce such provisions directly. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither Party has any authority of any kind to bind or attempt to bind the other Party in any respect whatsoever. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. In any action or proceeding to enforce rights under this Agreement, the prevailing Party will be entitled to recover costs and reasonable outside attorneys’ fees. The Parties agree that any material breach of Section 3 or 22 will cause irreparable injury and that injunctive relief in a court of competent jurisdiction will be appropriate to prevent an initial or continuing breach of Section 3 or 22, in addition to any other relief to which the owner of such Proprietary Information may be entitled. Both Parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed on behalf of both Parties by their duly authorized representatives, except as otherwise provided herein.
Date of Last Update. This Agreement was last updated on November 6, 2023.