Terms of Use

Acceptance of the Terms

This Terms of Use Agreement (this “Agreement”), is a legally binding agreement between you and Perception Systems, Inc. (“Perception,” “Company,” “we,” “us” or “our”) governs your access to and use of the publicly accessible portions of our website, perception.io (the “Site”), along with any other products or services offered by us, whether through the Site or otherwise (collectively and together with the Site, the “Services”). Provided, however, to access some of our Services, including, without limitation, our free account, individual account, and perception enterprise account Services, along with any Services wherein you register with the Site and create a user account (“Account”), you shall be required to agree to our separate services agreement (the “Services Agreement”), which will be provided to you for acceptance upon Account registration. For any conflicting terms and conditions between this Agreement and the Services Agreement, the terms and conditions of the Services Agreement shall govern.

PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING, BROWSING OR OTHERWISE USING THE SERVICES OR BY CLICKING TO ACCEPT OR AGREE TO THE TERMS AND CONDITIONS OF USE, INCLUDING YOUR RIGHTS AND OBLIGATIONS PROVIDED HEREIN (THE “TERMS”) WHEN THIS OPTION IS MADE AVAILABLE TO YOU, YOU (1) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS, (2) REPRESENT AND WARRANT THAT YOU MEET ALL OF OUR ELIGIBILITY REQUIREMENTS FOR USING THE SERVICES AS DESCRIBED IN THESE TERMS, AND (3) ACCEPT AND AGREE TO BE BOUND BY THESE TERMS, INCLUDING ANY OTHER TERMS APPLICABLE TO THE SERVICES THAT ARE INCORPORATED HEREIN BY REFERENCE. IF YOU ARE USING THE SERVICES ON BEHALF OF AN ENTITY, YOU ARE AGREEING TO THESE TERMS FOR THAT ENTITY AND ARE REPRESENTING TO US THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THESE TERMS (IN WHICH CASE “YOU” WILL REFER TO THAT ENTITY). IF YOU DO NOT ACCEPT THESE TERMS OR DO NOT SATISFY THE ELIGIBILITY REQUIREMENTS SET FORTH BELOW, YOU MAY NOT ACCESS OR USE THE SERVICES.

Privacy Policy

Your use of, and participation in, the Services offered by the Company is subject to the terms set forth in our privacy policy located at https://perception.io/legal/privacy-policy (the “Privacy Policy”). Our Privacy Policy details how we collect and use your information.

Changes to the Terms of Use

We reserve the right to update and revise these Terms at any time. We'll make sure to also change the “Last Updated” date at the top of this page so you can tell if these Terms have changed since your last visit. Any such changes are effective immediately when we post them and apply to all access to and use of the Services thereafter. Please review these Terms regularly because once we post any changes, your continued use of the Services constitutes your acceptance of the revised Terms.

Access to Services; Account Registration

By accessing the Services, you represent and warrant that:

• You are legally capable of entering into binding contracts;
• By entering into this Agreement you will not be in violation of any other legal obligation or agreement with any third party;
• All registration information you submit is truthful and accurate;
• You will maintain the accuracy of such information; and
• Your use of the Services does not violate any applicable law or regulation.

Eligibility; User Restrictions

Individuals under the age of 18, or the applicable age of majority, (“Minors”) may utilize the Services only with the consent and support of a parent, legal guardian, or other qualified adult. If you are a parent or guardian and you allow your Minor to use the Services, you agree to be bound by the Minor's use of the Services and by these Terms. If you are a Minor, please do not attempt to access or use the Services.

You can only use or receive the Services to the extent the laws of your jurisdiction or the United States do not bar you from doing so. Please make sure these Terms are in compliance with all laws, rules and regulations that apply to you. You are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

Use of the Services; Restrictions on Use

We may from time to time in our sole discretion develop and provide updates to the Services, change the Services, restrict access to the Services (including to registered users) or withdraw or terminate the Services entirely, and we reserve the right to do so in our sole discretion without notice. Any such updates or changes will be deemed part of the Services and subject to all terms and conditions of these Terms. We will not be liable to you or any third party for any modification, suspension or discontinuance of the Services. In the event of modification or termination, you will still be bound by your obligations under these Terms, including the warranties made by you, and by the disclaimers and limitations of liability.

You may only use the Services as explicitly authorized and in compliance with any policies made available to you within the Services. You may not use such proprietary information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. Without limiting the foregoing, except as otherwise provided herein or otherwise agreed between the parties in writing, you may not do any of the following while accessing or using the Services:

• Use the Services for any revenue generating endeavor, commercial enterprise, or other purpose other than for personal, non-commercial use, without our express written consent;
• Express or imply that any statements you make are endorsed by Perception;
• Scrape any information or content on the Site or relating to the Services in any manner or use other automated or manual means to take our content without our express prior written consent;
• Modify, adapt, translate, reverse engineer, decompile, disassemble or convert into human readable form any of the contents of the Services not intended to be so read;
• Take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our or our third party providers’ infrastructure (and in no event may you perform automated queries on our Site or in relation to our Services, except as otherwise agreed in writing between the parties);
• Interfere or attempt to interfere with the operation or functionality of the Services or any activities conducted in relation to the Services;
• Bypass, circumvent, or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services, including without limitation, other accounts, computer systems, or networks connected to the Services;
• Run any form of auto-responder or “spam” on the Services;
• Access or use the Services for any illegal or unauthorized purpose, including to harass, abuse, defame, or otherwise infringe or violate the rights of any third-party; or
• Otherwise take any action in violation of these Terms or this Agreement.

Compliance with Laws

You agree to access the Services and the information contained therein and results derived therefrom, in compliance with all applicable laws, including, without limitation any international, federal, state, provincial, or local, rules, regulations, or court orders of any kind.

Links and Third Party Websites

Perception is not responsible for anything that you may access from third parties or third party websites that may be accessed through or linked to this Site. We may provide links to third party websites or services for you to access. You acknowledge that any access is at your sole discretion and for your information only. We do not review or endorse any of those websites or services. We are not responsible in any way for: (a) the availability of, (b) the privacy practices of, (c) the content, advertising, products, goods or other materials or resources on or available from, or (d) the use to which others make of these other websites and services. We are also not responsible for any damage, loss or offense caused or alleged to be caused by, or in connection with, the use of or reliance on such websites or services. You may be permitted to link to our Site from other websites; however, we in no way operate, control or endorse linking sites, and we reserve the right to disallow any such link at any time in our sole discretion.

Intellectual Property

Except as otherwise expressly granted to you in these Terms, we reserve and retain all right, title, and interest in and to the Services, including, without limitation, all technology, software, processes, methods, innovations, discoveries, inventions, data, databases (including the selection, coordination, and arrangement thereof and all underlying works stored therein), information, content, source code, object code, trademarks, service marks, site design, text, video, graphics, logos, images and icons, as well as the arrangement thereof, and all enhancements, modifications, or derivative works in relation thereto, along with any and all intellectual property rights derived from any of the foregoing (collectively “Intellectual Property Rights”). You acknowledge that the Services contain proprietary content, information and material protected by applicable intellectual property and other laws, including, without limitation, patent, copyright, trademark, and trade secret laws, and you agree that, except as expressly agreed to in writing by Perception, or as explicitly provided herein, using the Services does not: (1) transfer any ownership or any, right, title, or interest in or to any Intellectual Property Rights; or (2) grant you any licenses of any kind, including, without limitation, the right to display, modify, reproduce, distribute, create derivative works of, download, scrape, store, transmit or otherwise use or exploit any Intellectual Property Rights therein. Any unauthorized use of any Intellectual Property Rights in connection to the Services is strictly prohibited.

For the avoidance of doubt, any content or related Intellectual Property Rights provided in connection with the Services that is not explicitly indicated as downloadable may not be downloaded or copied from the Services. You may not otherwise download, display, copy, reproduce, distribute, modify, perform, transfer, create derivative works of, sell or otherwise exploit any content or Intellectual Property Rights in the Services. If you make other use of the Services, or the content or Intellectual Property Rights therein, except as otherwise provided, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use. We reserve the right to take any legal action to enforce our Intellectual Property Rights or prevent any illegal or unauthorized use of the Services.

To inquire about obtaining authorization to use the materials or content other than as permitted in these Terms, please contact us at media@perception.io.

Trademark Notice

Trademarks, trade names, service marks, and logos used in connection with the Services, found on our Site, or otherwise used by Perception or its affiliates are owned by Perception or its respective affiliates (the “Marks”). Except as expressly agreed in writing, you agree not to display or use in any manner the Marks.

Copyright Notice

If you believe any copyrightable content, including, without limitation, any photograph, content, text, or media, infringes your copyright, please submit provide notice of such claim of copyright infringement to media@perception.io. Any such notice must include the specific content that is subject to the claim of infringement on our website, visual or textual representation of the copyrighted work, the copyright registration number, a statement, made under penalty of perjury, that you are the copyright owner or duly authorized legal representative of the copyright owner, and your contact information.

Availability of the Services

Although we aim to offer you the best service possible, we make no promise, representations, or warranties, of any kind that the Services will meet your requirements and we cannot guarantee that the Services will be fault free. If a fault occurs in our Services, please report it to us at contactus@perception.io and we will review your complaint and, where we determine it appropriate to do so, correct the fault. We will not be liable to you or any other party if the Services are unavailable from time to time or discontinued in the sole discretion of Perception.

Your access to the Services may be occasionally restricted to allow for repairs, maintenance, or the introduction of new facilities or Services. We will restore the Services as soon as we reasonably can.

Third Party Materials and Content

You understand that the Services may display, include, or make available content, data, information, applications or materials from third parties or provide links to certain third party websites (“Third Party Materials”). In consideration for Perception allowing you to use the Services, you agree that we, our affiliates, and third party partners may place advertising on the Services.

You acknowledge and agree that the Company is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials. We expressly disclaim any responsibility for all aspects of the Third Party Materials and you further acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, goods or services in connection with any Third Party Materials.

Use of any third party trademarks or third party content on or in connection with the Services does not constitute affiliation with or endorsement of these third parties. Nothing in these Terms grants you any license to third party trademarks or content, which shall remain the property of their respective owners.

Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION WHATSOEVER. THE COMPANY DISCLAIMS ANY WARRANTY THAT THE SERVICES WILL MEET ANY USER’S PARTICULAR REQUIREMENTS OR THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THE COMPANY MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS WITH RESPECT TO THE SERVICES HEREUNDER, AND THE COMPANY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, ARISING OUT OF OR RELATED TO THE SERVICES OR RESULTS DERIVED THEREFROM, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR CONDITIONS REGARDING ACCURACY, QUALITY, CORRECTNESS, COMPLETENESS, COMPREHENSIVENESS, SUITABILITY, SYSTEM AVAILABILITY, COMPATIBILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OR OTHERWISE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE).

YOU ACKNOWLEDGE THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, LATENCY ISSUES AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND THAT THE COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. THE COMPANY RECEIVES DATA AND INFORMATION FROM MANY INDEPENDENT SOURCES. THE COMPANY CANNOT, AND DOES NOT, INDEPENDENTLY REVIEW, VERIFY, TEST, INVESTIGATE OR SUBSTANTIATE ANY OF THE CONTENT FOR CORRECTNESS, ACCURACY, TIMELINESS OR COMPLETENESS, INCLUDING WITH RESPECT TO ANY CONTENT DESCRIPTIONS OR INFORMATION, AND DISCLAIMS ALL RESPONSIBILITY FOR ANY ERRORS THEREIN AND FOR ANY ADVERSE CONSEQUENCES RESULTING THEREFROM.

NO EMPLOYEE OR AGENT OF THE COMPANY IS AUTHORIZED TO MAKE ANY STATEMENT THAT ADDS TO OR AMENDS THE WARRANTIES, CONDITIONS OR LIMITATIONS CONTAINED IN THESE TERMS. THESE DISCLAIMERS ARE MADE TO THE FULLEST EXTENT PERMITTED BY LAW.

Limitation of Liability

NOTWITHSTANDING ANYTHING IN THESE TERMS TO THE CONTRARY, IN NO EVENT SHALL THE COMPANY OR ANY OF ITS AFFILIATES, LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, AGENTS, OR REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PARTY WHOSE CLAIM IS RELATED TO THE SERVICES, UNDER ANY LEGAL THEORY, INCLUDING, WITHOUT LIMITATION, CLAIMS OF TORT, CONTRACT, STRICT LIABILITY, INTELLECTUAL PROPERTY INFRINGEMENT, OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES OR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SIMILAR DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER THE APPLICABLE ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY AND THE DISCLAIMERS SET FORTH IN THESE TERMS ARE INDEPENDENT OF ANY REMEDIES SET FORTH HEREIN AND WILL SURVIVE AND APPLY EVEN IF SUCH REMEDIES ARE FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS, COMPANY IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH YOUR USE OF ANY SERVICES, COMPANY’S LIABILITY SHALL IN NO EVENT EXCEED THE TOTAL OF ANY FEES PAID BY YOU TO COMPANY IN THE TWELVE (12) MONTHS PRIOR TO THE DATE THE CLAIM IS ASSERTED FOR ANY OF THE SERVICES OR FEATURE RELEVANT TO THE CLAIM. THESE LIMITATIONS OF LIABILITY ARE MADE TO THE FULLEST EXTENT PERMITTED BY LAW.

Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Services or your use of any information obtained through the Services.

Governing Law

No matter where you’re located, the laws of the state of California will govern these Terms and the relationship between you and the Company as if you signed these Terms in California, without regard to California state’s conflicts of laws rules. If any provisions of these Terms are inconsistent with any applicable law, those provisions will be superseded and/or modified only to the extent such provisions are inconsistent. Except as otherwise provided herein, the parties agree to submit to the federal or state courts in California for exclusive jurisdiction of any dispute arising out of or related to your use of the Services or your breach of these Terms.

Arbitration

At our sole discretion, we may require you to submit any disputes arising out of or relating to these Terms, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. The arbitration shall be seated in Orange County, California.

Severability

If it turns out that any part of these Terms is invalid, void, or for any reason unenforceable, that term will be deemed severable and limited or eliminated to the minimum extent necessary. The limitation or elimination of the term will not affect any other terms.

Entire Agreement

These Terms constitute the entire agreement between you and the Company and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written with respect to these Services. Any rights not expressly granted herein are reserved.

Force Majeure

We take our commitment to customers seriously, and we’ll do what we can for you. However, sometimes things may come up that are outside of our control. We will not be liable for any failure to perform any of our obligations stated in these Terms if the failure results from a cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation, strikes or other labor disputes (whether or not relating to our workforce), restraints or delays affecting carriers, pandemics, or our inability or delay in obtaining supplies of adequate or suitable materials.

Assignment

You cannot assign, transfer or sublicense these Terms without first obtaining our consent. We may assign, transfer, or delegate any of our rights and obligations herein without your consent. These Terms do not create any agency, partnership, joint venture, or employment relationship, and neither party has any authority to bind the other in any respect.

Waiver

In no manner do we waive any rights of any kind to enforce any rights provided in relation to these Terms or our Services in any manner, including, without limitation, where we have been informed of any event giving rise to an opportunity to enforce such right, where we have (or should have) knowledge of the right to enforce such Terms, or in connection with any delays in enforcing such rights. For any waiver of compliance with these Terms to be binding, we must provide you with express written notice of such waiver.

Comments, Concerns and Complaints

All feedback, comments, requests for technical support and other communications relating to the Services should be directed to: contactus@perception.io.