PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, INCLUDING LIMITATIONS AND EXCLUSIONS THAT MIGHT APPLY TO YOU.
We may, in our sole discretion and without prior notice, revise these Terms at any time. We will notify you any revision to these Terms by posting a notice on our homepage at www.sena.com (the “Site”) or by other means, and the revision shall be effective immediately on such posting on the Site unless stated otherwise. It is your responsibility to review these Terms periodically to be aware of any revisions. If you do not accept these Terms in their entirety, you must immediately leave the Site and cease all use of the Services. Your continued access or use of our Services will constitute your acceptance of the Terms as changed. YOU AGREE THAT BY ACCESSING OR USING THE SERVICES YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD OR THE AGE OF LEGAL MAJORITY IN YOUR JURISDICTION AND THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT.
3. User Account. When you are required to open an account to use or access our Services, you must complete the registration process by providing the complete and accurate information requested on the registration form. You will also be asked to provide a user name and password. You are entirely responsible for maintaining the confidentiality of your password. You may not use the account, username, or password of someone else at any time. You agree to notify us immediately on any unauthorized use of your account, user name, or password. We will not be liable for any loss that you incur as a result of someone else using your password, either with or without your knowledge. You may be held liable for any losses incurred by Sena, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of your account or password.
4. Use of Software. We may make certain software available to you from the Site or through a third party digital distribution services, such as Google Play or Apple App Store. If you download our software product, the software, including all files and images contained in or generated by the software, and accompanying data (collectively, “Software”) are deemed to be licensed to you in accordance with the limited license granted below in Section 5.
5. Limited License. Subject to your agreement and compliance with these Terms, we grants you a limited, non-exclusive, non-transferrable, non-sublicensable, revocable license to access and use the Services (including the Software and Site) for your personal and noncommercial use only.
We reserve the right to revoke the limited license granted to you herein in our sole and absolute discretion. In addition, we reserve the right to change all or part of our Services without any liability to you, at any time without any prior notice to you.
You may not access, use, copy, modify or distribute any of the Services unless expressly authorized by us. You shall keep intact any proprietary notices, including copyright and trademark notices, contained in any portion of the Services. You may not reverse engineer, disassemble, or attempt to extract or otherwise use source code or other data from the Services unless expressly authorized by us.
6. Ownership. We do not transfer or grant to you any rights, title, or interests in or related to the Services and associated intellectual property rights except for the limited license granted above. We retain full and complete title to the Services, as well as all intellectual property rights therein. All trademarks, service marks, logos, and trade names are owned by Sena or its licensors, and you may not copy or use them in any manner. Any rights not expressly granted herein are reserved by Sena.
7. Order Acceptance and Cancellation. Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. We reserve the right at any time after receipt of your order to accept, decline, or limit your order for any reason, whether or not your credit card has been charged. Without limiting the generality of foregoing, we may cancel your order based on the limited availability of products, discontinuance of products, failed credit card transactions or inaccuracies or errors in pricing information. If your credit card has been charged and your order is canceled you will receive a prompt refund credit to your account.
8. Changes in Products and Pricing. We regularly update our offerings of products on the Site, and we may discontinue products at any time without notice. We will not be liable for any lack of availability of products featured on our Site. All pricing for the products available on our Site is subject to change.
9. User Provided Content. We may, in our sole discretion, permit you to submit, post, upload, publish, send or transmit content through our Services.
The term “Content” means any information, data, text, files, images, graphics, photos, audio, video, works of authorship and other content and materials made available or transmitted through the Services. The term “User Content” means any Content that you submit, post, upload, publish, transmit or otherwise make available through the Services, including but not limited to, user profile, forum posts, messages, comments, support requests, and any feedback, idea, or observation on our products and Services.
As between you and Sena, you own the User Content that you submit or post to the Services. However, by providing User Content to us through or as a result of use of the Site or Services, you are granting us and our affiliates a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, and transferable license, with the right to sublicense, to use, make, copy, distribute, transmit, publicly display, publicly perform, modify, create derivative works of, translate, reformat, or otherwise exploit User Content for any purpose in any manner or form and in any medium or forum, whether now known or hereafter devised, without notice, payment or attribution of any kind to you or any third party. You agree that we may also publish or otherwise disclose your name in connection with your User Content.
You represent and warrant that you are the sole and exclusive owner of the User Content or otherwise have all rights, licenses, consents and releases necessary to grant us the license to the User Content as set forth above. Furthermore, you represent and warrant that the User Content or our use of the User Content will not infringe or violate a third party’s intellectual property rights, a third party’s rights of publicity or privacy, these Terms or any applicable law or regulation.
10. Submissions. We do not solicit but welcome your comments regarding our products and services that you may decide to share with us or our user community voluntarily. But do not send us information or share it through the Services unless you are willing to let us and the world know about it. Any comment or feedback you provide shall be deemed non-confidential.
In addition, we shall have no obligation whatsoever with respect to such unsolicited information, including your ideas or observations on our products and services. On the other hand, we shall be free to use such information without any limitation or compensation to you for any purpose whatsoever. Such information you provide shall be deemed as User Content (described in Section 9), for which you grant us a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, and transferable license (also described in Section 9)
11. Compliance with Laws. When accessing or using our Services, you agree not to upload, download, display, perform, transmit, or otherwise distribute any User Content in violation of any third party’s intellectual property or proprietary rights, rights of publicity or privacy, or any applicable law. You shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any User Content you provide or transmit, or that is provided or transmitted using your user account. The burden of proving that any User Content does not violate any laws or third party rights rests solely with you.
12. Inappropriate Content. You agree not to upload, download, display, perform, transmit, or otherwise distribute any Content that (a) is libelous, defamatory, obscene, indecent, pornographic, abusive, threatening, fraudulent, unlawful or otherwise objectionable; (b) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; or (c) advertises or otherwise solicits funds or is a solicitation for goods or services.
We may, in our sole discretion, remove, edit or disable User Content for any reason, including if we reasonably believe that User Content violates these Terms. However, we do not assume any obligation or liability for screening, removing or not removing such User Content. We intend to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of these Terms or of any applicable laws.
13. Prohibited Uses. You are prohibited from violating or attempting to violate any security features of the Services. In addition, you agree not to:
(a) access content or data not intended for you, or log onto a server or account that you are not authorized to access;
(b) attempt to probe, scan, or test the vulnerability of the Services, or any associated system or network, or to breach security or authentication measures without proper authorization;
(c) interfere or attempt to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Services, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing;”
(d) use the Services to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services;
(e) forge any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Services;
(f) attempt to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the software that we use in providing the Services;
(g) make any copy of or otherwise reproduce the Software or other Contents from the Services except as otherwise permitted by these Terms;
(h) rent, lease, loan, sell, sublicense, distribute, transmit, or otherwise transfer the Software or other Contents to any third party;
(i) use data mining, robots, or similar data gathering and extraction tools with respect to any portion of the Services; and
(j) use the Services for any unlawful, unauthorized, fraudulent or malicious purpose. Any violation of system or network security may subject you to civil and/or criminal liability.
14. Indemnity. You agree to indemnify, defend, and hold harmless Sena, its affiliates, licensor, vendor and business partners, and their respective officers, directors, employees, consultants, agents, and representatives, from any and all claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising out of in connection with (i) your access or use of the Services, (ii) your violation of these Terms, (iii) your infringement, or infringement by any other user of your account, of any intellectual property or other right of any person or entity. We will notify you promptly of any such claim, loss, liability, or demand, and will provide you with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost.
15. Termination. We may terminate your access and use of our Services (Including your access to your account) and revoke your limited license granted herein, with or without prior notice to you, at any time for any reason or for no reason, and without liability to you. Without limiting the generality of the foregoing, if we determine in our sole discretion that you have violated these Terms or that there has been otherwise unlawful, improper or fraudulent use of our Services, we may terminate your use of our Services and delete your account without warning. We may also pursue other recourses against you to the full extent of the law.
Notwithstanding such termination or revocation of any license granted hereunder, all other provisions of these Terms (except the grant of license to you under Section 5) shall survive and continue to apply.
16. No Warranties. The Services and all contents thereof, whether provided by us, our licensor, vendors or users, and other information on or accessible from the Services are provided “as is” without warranty of any kind, either expressed or implied. To the maximum extent permitted by law, we hereby disclaim all representations and warranties, express, implied or statutory, regarding our Services, including but not limited to, any implied warranties of merchantability, fitness for a particular purpose, or non-infringement, as well as any warranties alleged to have arisen from custom, usage, or the course of dealing between the parties. In addition, we do not warrant or make any representations regarding the correctness, accuracy, reliability, suitability, quality, timeliness, or availability of the Services, or that the Services or the server that makes the Services available will be uninterrupted or free from errors, bugs, corruption, loss, interference, hacking, virus, or other harmful components. You assume the risk of any and all damage or loss arising from your use of, or inability to use, the Services. Applicable law may not allow the exclusion of implied warranties so some of or the entire exclusion may not apply to you.
17. Limited Liability. To the maximum extent permitted by law, Sena and its employees, directors, officers, affiliates, agents, licensors and business partners, shall not be liable for indirect, consequential, special, incidental, or punitive damages, including without limitation, lost profits, lost data, cost of replacement goods or services, business interruption, personal injury, or property damage related to, in connection with, or otherwise resulting from any use of the Services, regardless of the foreseeability of those damages, and even if Sena has been advised of the possibility of such damages. This limitation shall apply regardless of whether the damages arise out of breach of contract, tort, statute, strict liability, or any other legal theory or form of action. You may recover only direct damages in any amount no greater than what you actually paid for the applicable Services. As some states do not allow the limitation or exclusion of liability, some or all of the above limitations and exclusions may not apply to you.
18. Trademarks and Attributions. The following is a listing of certain trademarks owned by Sena: Sena, 30K, 20S EVO, 20S, 10S, Prism, Tufftalk, 20S, 10S, 10C, 10U, 10Upad, 10R, 3S, SMH10, SMH10R, SMH5, SMH5-FM, SPH10, SPH10H-FM, Expand, RC4, RC3, RC1, SR10, SR10i, SM10, FreeWire; Advancing Adventure; RideConnected; and Sena Prism.
Other trademarks, service marks and trade names referred to on the Services, including but not limited to those listed below, are the property of their respective trademark owners.
19. Copyright Infringement. We have in place certain legally mandated procedures regarding allegations of copyright infringement occurring on the Services. We may suspend and/or terminate any user who is found to have infringed on the rights of Sena or of a third party, or otherwise violated any intellectual property laws or regulations. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want us to delete, edit, or disable the material in question, you must provide us with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to our designated agent at:
20. Links. We have no control over, and assume no liability for any third party websites or materials that may be linked to or from the Services. Such links are provided for your convenience only, and the inclusion of such links should not be interpreted as an endorsement of those sites or contents thereof. We make no guarantees about the accuracy, currency, content, or quality of the information provided by such sites, and we are not responsible for the content of those sites. Similarly, from time to time in connection with your use of the Services, you may have access to content items (including, but not limited to, websites) that are owned by third parties. You acknowledge and agree that we make no guarantees about, and assume no responsibility for, the accuracy, currency, content, or quality of this third party content, and that, unless expressly provided otherwise, these Terms shall govern your use of any and all third party content.
21. Arbitration. PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO RESOLVE ALL DISPUTES WITH US THROUGH BINDING INDIVIDUAL ARBITRATION.
All disputes, claims or controversies arising out of or relating to these Terms, our Services or the relationship between you and us (“Disputes”) shall be determined exclusively by binding arbitration. This includes claims that accrued before you entered into this Agreement. The Disputes do not include any claim regarding the infringement, protection or validity of intellectual property rights or a claim brought in small claims court.
Either party may elect to have the Dispute finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. The arbitration shall be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (“AAA Rules”) then in effect. The AAA Rules are available at www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Rules. The arbitration may be conducted in person, through the submission of documents, by phone or online. Arbitration of any claim not exceeding $10,000 will be conducted solely on the basis of documents you and Sena submit to the arbitrator. The arbitrator shall make a decision in writing, and shall provide a statement of reasons if requested by either party. Either party may litigate in court to compel arbitration, to stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
YOU AND SENA AGREE THAT ANY ARBITRATION WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. The arbitrator shall not consolidate another person’s claims with your claims, and shall not preside over any type of representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.
Unless you and we otherwise agree, arbitration will take place in the county where you live. For residents outside the United States, arbitration shall be initiated in the Orange County, State of California, United States of America.
If the arbitrator rules in your favor on the merits of any claim you bring against us and issues you an award that is greater in monetary value than our last written settlement offer made before our final written submissions to the arbitrator, then we will reimburse the arbitration fees that you paid to the AAA.
22. Governing Law. These Terms shall be construed in accordance with and governed by the laws of the United States and the State of California, without reference to their rules regarding conflicts of law. You hereby irrevocably consent to the exclusive jurisdiction of the state or federal courts in Orange County, California, USA in all disputes, except claims and dispute subject to the arbitration agreement above, arising out of or related to the use of the Services.
23. Severability; Waiver. If, for whatever reason, a court of competent jurisdiction finds any term or condition in these Terms to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect. No waiver of any breach of any provision of these Terms shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
24. Export Control. You agree to obey and comply with any and all applicable United States laws, rules, and regulations governing the export of software.
25. Local Laws. The Services are controlled and operated by Sena from its offices in the State of California. Those who access the Services from locations other than the United States do so on their own initiative and are responsible for compliance with local laws if and to the extent local laws are applicable.
26. No Assignment. You may not assign these Terms or any of the rights granted by Sena hereunder, in whole or in part, without the prior written consent of Sena, and any attempt to do so shall be void. We may assign these Terms without your consent to our affiliate or subsidiary company, any person or entity acquiring our business or assets, or successor of Sena. These Terms are binding on and shall inure to the benefit of the parties and their respective successors and permitted assigns.