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Remote Monitoring Software Licence Agreement and Terms of Use For Authorized Dealers & Installers
1. About These Terms
This Remote Monitoring Software Licence Agreement and Terms of Use (the “Terms”) governs the relationship between us, Wirepath Home Systems, LLC doing business as SnapAV and Control4, as applicable, and our group companies which include subsidiaries that are owned directly and indirectly by Wirepath Home Systems, LLC (“Company”, “we” or “us”), and you, an authorized dealer of our connected products and services ("Dealer", "you", "your") related to our Software (as defined below).
As an authorized Dealer, you supply your customers ("End-Users") with our Products (as defined below) and enable their use of the Products. Some of our Products come embedded with firmware that enables remote monitoring capabilities through the Software. You may provide services of your own in relation to the Products (see the definition of "Your Services") that require you to have remote access to and make use of aspects of the Products. You may use our Software only in accordance with these Terms. In addition to these Terms, your status as an authorized Dealer may be governed by terms of a Dealer Agreement or other Terms of Use with the Company (the “Dealer Agreement”), and any use of our Software is subject to the applicable terms in that agreement as well and nothing in this Agreement supersedes or negates any obligations in your Dealer Agreement. Any violation of these Terms or your Dealer Agreement may be cause for us to terminate you as an authorized dealer of the Company, in additional to pursuing any other remedies available to us.
We have a separate Privacy Policy that explains what personal data we collect and how we use it, you may have been provided with our Privacy Policy previously and it is also available here snapav.com/legal.
If you are an individual accepting these Terms on behalf of another person, a company or organization, you must have the authority to do so and to bind that person, company or organization to these Terms, both in relation to your own use, and that of all employees and contractors who will provide Your Services.
2. Defined Terms
When we use the defined terms below, they have the following meanings:
Applicable Law: any laws, legislation, regulation or legal provision (including binding case law), in force from time to time which apply to a party.
IP: patents, copyright and related rights, trademarks, business names and domain names, goodwill and the right to sue for unfair competition, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which exist or will exist now or in the future in any part of the world.
Personal Data: Information relating to an identified or identifiable individual, who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number (like a customer number or vehicle registration number), location data, an online identifier (like an IP address or e-mail address), or video/ surveillance feed.
Privacy Policy: A document that sets out how an organization uses Personal Data, including, among other things, details of what Personal Data is collected, how it is used, who can access it, and (in some states and countries) what the legal basis for handling the Personal Data is.
Processing (of Personal Data): Anything done with or to Personal Data, whether or not by automated means, including collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
Products: Products produced by us, or sold to our Dealers and by our Dealers to End Users, including the connected features and firmware that are built into certain of the Products, enabling them to integrate to a household, business or wider network, to interact with other devices, as well as any websites and apps we operate and any online accounts that End Users may create with us.
Software: the software, including any downloadable software, software as a service, or related interfaces, that is provided to you by us, which enables collection of any data from any Product, and/or allows the remote monitoring or accessing of Products, including for the purpose of trouble shooting or improving networking or automation systems in which the Products are present. Software includes without limitation Bakpak, OvrC, Luma and Invision.
Your Services: any services performed by you for, or on behalf of or for, the ultimate benefit of an End User (whether or not for payment) with, upon, or in relation to, our Products or the systems in which our Products are installed, including but not limited to installation and set-up, ad hoc and regular trouble shooting and servicing, updates, maintenance, remote access, collection and transmission of data (including Personal Data).
3. Changes to these Terms
We may revise and update these Terms from time to time at our sole discretion. If we make material changes to these Terms or our Privacy Policy that will affect you, we will let you know either through a notice on the homepage or landing page of any online account or app that these Terms cover, or via e-mail (at the e-mail address you provide). All changes are effective immediately when we post them at snapav.com/legal. Your continued use of our Software and continued delivery of Your Services following the posting of revised Terms means that you accept and agree to the changes. If you do not agree to any changes to these Terms then you must stop your use of any Software, which you acknowledge may impact your ability to continue to provide certain features of Your Services.
4. Privacy Responsibilities
Both parties will comply with all applicable requirements of Applicable Law.
You may be asked to provide End Users with copies of our Privacy Policy and End User Terms of Use and/ or End User License Agreement. It is essential that you provide such documentation (including updates to it), in the format we require, to End Users upon and in accordance with our instruction. Failure to do so may result in the loss of your authorized Dealer status and may cause a revocation of your license to use our Software.
Other than Personal Data that you collect on our behalf and transmit directly to us such as basic Product registration information, and the MAC Address and IP address, etc. that we collect directly from the Product without your involvement, you are the Data Controller of all End Users' Personal Data that you handle in the course of your role as an authorized Dealer (including, but not limited to, the provision of Your Services).
Being Data Controller means that you are legally responsible for keeping Personal Data safe and secure and for ensuring that your collection, storage, sharing and use of Personal Data always takes place in accordance with Applicable Law. Note that we collect certain Personal Data directly from End Users and for the data that is transmitted directly to us without your involvement, such as a product's MAC ID etc., we shall be the Data Controller. Without prejudice to the generality of this Section, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to us for the duration and purposes of this agreement.
You should have your own privacy policy available to End Users explaining how you use their Personal Data.
If you use any third parties to collect, store or handle Personal Data for you, they will be a Data Processor, acting on your behalf. This includes any independent contractors that you use. In some states and countries, you must have a written agreement in place with Data Processors before allowing them access to Personal Data.
5. Data Management
As a Data Controller of End User Personal Data, you have specific obligations to End Users, relating to privacy and data handling, under Applicable Law. If a Dealer fails in its obligations to an End User, it is likely to have a negative impact upon our reputation and that of our Products. Accordingly, we require that you adhere to the terms of this Section in relation to your handling of End User, unless they conflict with Applicable Law. You must:
(a) Collect and process Personal Data only after obtaining written permission to do so and in line with your agreement with Customers or otherwise on their clear instructions, unless you are required by Applicable Law to process the Personal Data for other purposes;
(b) Ensure that you have in place appropriate technical and organizational measures, which can be reviewed and approved by us, upon request, to protect against unauthorized or unlawful processing of personal data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorized or unlawful access to such data, processing or accidental loss, destruction or damage and the nature of the data to be protected;
(c) Respond to any request relating to data privacy, from an End User made under Applicable Law, or provide such information or assistance as we may reasonably require to enable us to respond to any such requests received by us;
(d) Comply with your obligations under Applicable Law with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators and provide us with any information or assistance as we may reasonably require in order to enable us to meet any obligations to which we are subject;
(e) Notify us without undue delay and in any event within 24 hours on becoming aware of a Personal Data breach which impacts End Users;
(f) Ensure that you have entered into any agreements with third party data processors as are required by us or by Applicable Law, which incorporate terms that are substantially similar to those set out in this clause 5, remembering that you remain fully liable for all acts or omissions of any third-party data processor appointed by you.
Further, more detailed Guidance on privacy and customer care is provided in our Privacy Guidelines, which may be found at snapav.com/legal.
6. Access, Security, and Updates
Your ability to access our Products and Software in order to provide Your Services is very important to us. We will make all commercially reasonable efforts to ensure that all of our online services for use in connection with our Products and Software, remain available to authorized users and that our Products or Software remain functional. However, we cannot always control Internet access, and we will not be liable if for any reason all or any part of the Products or Software are unavailable at any time or for any period. You are responsible for making all arrangements necessary for you to have Internet access to make use of the Software to the extent necessary to enable you to deliver Your Services. We may at any time, in our absolute discretion decide to alter, amend, modify, terminate or change any functionality or aspect of the Products and Software, and we make no guarantee that any functionality or aspect of the Products and Software will continue to operate or be available for any particular period of time.
We may also in our absolute discretion make available upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, "Updates") to our Products and Software. Updates may also modify or delete, in their entirety, certain features and functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You shall promptly download and install all Updates that are made available to you and shall, if and where required to do so, make Updates available to End Users. You acknowledge and agree that our Products and Software may not properly operate and it may be impossible for you to deliver Your Services, should you fail to accept Updates or make them available to End Users. You acknowledge that we may update Products and Services without requiring any additional consent or action from you, and you consent to us doing so. If you do not want such Updates, your sole remedy is to stop using the Products and Software and to stop providing Your Services. We will not be liable for your inability to deliver Your Services, as a result of a change or reduction in availability, functionality or efficacy of the Products and Services or as a result of any Update.
All Updates will be deemed part of our Products and Software and be subject to all terms and conditions of these Terms.
To access the Software or connected aspects of the resources our Products offer, you may be asked to provide certain registration details or other information or to ask the End User to do so. When so asked, you must provide information that is correct, current and complete or require the End User to do so. You must, and must advise End Users to, treat any user-name, password and any other registration details needed to access the connected aspects of our Products as confidential, and not disclose them or permit their disclosure to any other person or entity, or allow any other person to use them to access the Products or obtain Your Services.
You must notify us immediately upon becoming aware of any unauthorized access to or use of such account or information provided by us to End Users.
7. License Grant
Provided that you comply with all terms and conditions of these Terms and pay all applicable fees, Company grants you a non-exclusive, non-transferable, internal, limited license to use the applicable Software including firmware included with the Products or Services in executable object code form only, solely for use on the applicable device that you own or control, or as instructed by us, and solely for use in conjunction with the sale or installation of applicable Products and Services or the lawful delivery of Your Services to End Users.
Our Products and Software, their IP, including features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof) are owned by the Company, its licensors or other providers of such material and are protected as such. The Company reserves all rights not expressly granted to you in these Terms or our Privacy Policy. You agree that you will not:
a) reproduce, distribute, modify, translate, reprogram, reverse engineer, decompile, disassemble, create derivative works of, publicly display, republish, download, store, transmit, copy or use any portion of our IP, Products and Software or any part of them, including their features or functionality, without our express, written consent;
b) use our IP, Products or Software to perform any activity that is or may be, directly or indirectly, unlawful, harmful, threatening, abusive, harassing, tortious, or defamatory, nor to perform any activity that breaches the rights of any third party;
c) use our IP, Products or Software to monitor or remotely access or modify a third party’s network unless and until you have explicit prior permission of that third-party to do so, and then only for the limited purpose of fulfilling the such third-party’s request for monitoring and (if applicable) remote trouble shooting of networking problems; take any actions that would cause our Products or Software to become subject to any open source or quasi-open source license agreement not otherwise applicable; or
d) transfer your license rights under these Terms, in whole or in part.
8. Third Party IP and Open Source IP
The Products and Software may contain or rely for use upon independent, third-party code that is subject to the GNU General Public License ("GPL") or other open source licenses ("Open Source Software"). The Open Source Software is licensed under the terms of the license that accompanies such Open Source Software. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for such Open Source Software. In particular, nothing in this agreement restricts your right to copy, modify, and distribute such Open Source Software that is subject to the terms of the applicable license.
9. Trademarks
Our Company names, brand, and Product names and all related names, logos, designs, and slogans are our trademarks. You may not use or display such marks, or any substantial similar marks, in whole or in part in any jurisdiction, other than through the use of authorized materials provided to you by the Company, without the prior written permission of the Company, and in accordance with any applicable Branding Guidelines, including as may be posted at snapav.com/legal. All other names, logos, product and service names, designs and slogans featured on our Products and Services are the trademarks of their respective owners.
10. Prohibited Uses
You agree not to use our Products or Software in any way, including in the delivery of Your Services, that violates any Applicable Law. You agree not to use our Products or Software or to deliver Your Services in a way that inhibits anyone’s use or enjoyment of the Products and Software, or in any way that may harm the Company or End Users, or may expose them to liability. Additionally, you agree not to use the Products or Software or deliver Your Services in any manner that could threaten the security of our IP or disable, overburden, damage, or impair the Products or Software.
11. Export Obligations
You agree to comply with all export and import laws and restrictions and regulations of any applicable United States or foreign agency or authority, and not to export, re-export or import the Software or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary approvals. By using and/or downloading any such materials from us or via the Products and Services, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country to which such import, export, or re-export is prohibited or are not a person or entity to which such export is prohibited. These assurances and commitments shall survive any termination of these Terms and your use of the Products and Services.
12. Disclaimer of Warranties
We cannot and do not guarantee or warrant that files available for downloading from the Internet or via the Products or Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.
WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER MATERIAL DUE TO YOUR USE OF THE PRODUCTS OR SOFTWARE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON ANY LINKED WEBSITE WHETHER SUFFERED BY YOU OR AN END USER. YOUR USE OF THE PRODUCTS, THE SOFTWARE, AND THEIR CONTENT AND ANY DATA OBTAINED THROUGH THE PRODUCTS OR SOFTWARE IS AT YOUR OWN RISK. THE PRODUCTS, THE SOFTWARE, AND THEIR CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE PRODUCTS OR THE SOFTWARE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE PRODUCTS, THE SOFTWARE, THEIR CONTENT OR ANY DATA OBTAINED THROUGH THE PRODUCTS OR THE SOFTWARE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR PRODUCTS, SOFTWARE OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE PRODUCTS, THE SOFTWARE OR ANY DATA OBTAINED THROUGH THE PRODUCTS, THE SOFTWARE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
13. Limitation on Liability
IN NO EVENT WILL COMPANY OR ANY OF ITS SUPPLIERS BE LIABLE TO YOU, ANY END USER, OR ANY THIRD-PARTY FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS OR INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES RELATING TO THE PRODUCTS, SERVICES OR THESE TERMS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, COMPANY’S TOTAL, CUMULATIVE LIABILITY ARISING FROM OR RELATED TO YOUR USE OF THE PRODUCTS OR SOFTWARE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF (I) THE FEES ACTUALLY PAID BY YOU TO COMPANY FOR THE SOFTWARE GIVING RISE TO LIABILITY IN THE SIX MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO LIABILITY OR (II) $100. COMPANY DISCLAIMS ALL LIABILITY OF ANY KIND OF COMPANY'S SUPPLIERS, DISTRIBUTORS, DEALERS, THIRD-PARTY SERVICE TECHNICIANS AND INSTALLERS. COMPANY IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT PROVIDED BY YOU OR A THIRD-PARTY THAT IS ACCESSED THROUGH THE PRODUCT AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT. YOU ALSO AGREE THAT THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY ARE A REASONABLE ALLOCATION OF THE RISK BETWEEN THE PARTIES, FORM A MATERIAL PART OF THIS AGREEMENT, AND WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY LIMITED REMEDY PROVIDED TO YOU FAILS IN ITS ESSENTIAL PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
14. 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 Products or the Software , including, but not limited to, the delivery of Your Services and any use of content available from or via the Products or the Software, other than as expressly authorized in these Terms or your use of any information obtained from or via your use of the Products or the Software.
15. Fees and Subscriptions, Termination
If the Products or Software that you are using are subject to a minimum or maximum term, or subject to an ongoing subscription for which fees are payable, either by you or an End User, you will have been informed of this at the time of purchase or subscription. These Terms are effective as of the date of your acceptance and may be terminated by us at any time for any or no reason with at least 30 days' notice to you or immediately if you breach any of these Terms, including for non-payment of any fees owed to us by you. Upon termination, all rights granted to you under these Terms will also terminate and you must cease all use of the Products and Services, including the delivery of Your Services, unless otherwise agreed.
If you have purchased the Products and Software in a jurisdiction in which you are entitled to a cooling-off period between purchase and download of any digital aspect of a Product or Software, you hereby waive your rights to a cooling-off period in order to download the digital aspect of the Product or Software within that cooling-off period.
Company may terminate these terms and the right any license granted hereunder at any time. The obligations in Sections 4, 5, 10-15, and 16-17 shall survive termination.
16. Jurisdiction
The Products and the Software are not intended to submit the Company to the laws or jurisdiction of any state, country or territory other than those of the state of Utah in the United States The laws of the state of Utah (without regard to conflict of law principles) will govern the enforcement of these Terms and any disputes that may arise hereunder or result from your use of the Products or the Software, and you agree to submit to the exclusive personal jurisdiction and venue of any state or federal court located therein (except that we retain the right to bring any suit, action or proceeding against you for breach of these Terms in your country of residence or any other relevant country) and, to the extent possible, you waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. Any cause of action by you with respect to the Products or the Services (and/or any content, information, data, files, software, products or services related thereto) must be instituted within one (1) year after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth in the Terms. The language in the Terms shall be interpreted as to its fair meaning and not strictly for or against either party.
17. Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS, THE PRODUCTS OR THE SOFTWARE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
18. Force Majeure
The Company shall not be liable to you for any delay or failure to perform any obligation to you, if the delay or failure is due to unforeseen events which occur after the signing of this Agreement and which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.
19. No Waiver
No waiver by the Company of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
20. No Partnership or Agency
Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorize any party to make or enter into any commitments for or on behalf of any other party.
21. Entire Agreement
These Terms, any Dealer Agreement and our Privacy Policy constitute the sole and entire agreement between you and us with respect to their subject matter and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Products or the Services.
Form last updated: February 25, 2020
