End User License Agreement
Last Updated: May 24, 2016
Halo Smart Labs
Product: Halo and/or Halo+
By using the software (“Product Software”) that is embedded in the Halo Smart Labs product (“Product”), you agree to the terms of this End User License Agreement (“EULA”) between you and Halo Smart Labs, LLC. (“Halo Smart Labs” or “we”).
THIS IS A LEGAL AGREEMENT. BY ACCESSING AND USING THE PRODUCT SOFTWARE, YOU ARE ACCEPTING AND AGREEING TO THIS EULA ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT IN CONNECTION WITH THE ACCESS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ACCEPT AND AGREE TO THIS EULA ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT. YOU REPRESENT THAT YOU ARE OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION OR RESIDENCE TO USE OR ACCESS THE PRODUCT SOFTWARE AND TO ENTER INTO THIS EULA.
IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, YOU MAY NOT USE THE PRODUCT SOFTWARE AND YOU MAY CHOOSE TO PROMPTLY RETURN THE PRODUCT FOR A REFUND OF THE PRODUCT PURCHASE PRICE BY CONTACTING HALO SMART LABS AT THE ADDRESS BELOW.
This EULA only governs your access to and use of Product Software. Any Product you purchase (excluding Product Software) from Halo Smart Labs is governed by the Limited Warrant which is provided with the Product. Halo Smart Labs Terms of Service govern your use of (a) the website located at halosmartlabs.com (“Site”), (b) services through the Site (and any updates thereto) (“Site Services”), and (c) certain software or applications that may be downloaded to your mobile device (and any updates thereto) (“Mobile Applications”). This EULA does not govern your use of the Site, Site Services, or Mobile Applications, or your purchase of the Product (excluding the Product Software).
- GRANT OF LICENSE. This EULA grants you the following limited, non-exclusive, non-transferable, non-sublicensable right to use the Software, with the following limitations:
- You may install and use the Product Software only on one hardware device per user and may use the software on only that device. You may not reproduce or otherwise distribute the Software.
- You may not use the Product Software for any illegal purpose or copy or use the Product Software for any purpose other than as permitted in this Section 1.
- You acknowledges and agrees that its use of the Product Software with any third party components may be subject to additional licensing terms and conditions of those third party components.
- DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS. You may not use any services of Halo Smart Labs associated with the Product Software in any manner that could damage, disable, overburden, or impair the services or interfere with any other party's use and enjoyment of them. You may not attempt to gain unauthorized access to any service, account, computer systems or networks associated with the Product Software.
- RESERVATION OF RIGHTS AND OWNERSHIP. The Software is licensed, not sold. Halo Smart Labs reserves all rights not expressly granted to you in this EULA. The Product Software is protected by copyright and other intellectual property laws and treaties. Halo Smart Labs owns the title, copyright, and other intellectual property rights in the Product Software. This EULA does not grant you any rights to trademarks or service marks of Halo Smart Labs. All suggestions or feedback provided by you to Halo Smart Labs with respect to the Product Software will be Halo Smart Labs’ property.
- LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY. You may not reverse engineer, decompile, or disassemble the Product Software, except and only to the extent that the activity is expressly permitted by this EULA or applicable law notwithstanding this limitation.
- SEPARATION OF COMPONENTS. The Product Software is licensed as a single product. Its component parts may not be separated for use on more than one device.
- SOFTWARE TRANSFER. You may not transfer your rights to another enterprise or third-party under this EULA.
- NO RENTAL. You may not rent, lease, or lend the Product Software.
- CONSENT TO USE OF DATA.You agree that Halo Smart Labs and its affiliates may collect and use technical information gathered as part of the product support services provided to you, if any, related to the Product Software. Halo Smart Labs may use this information solely to improve Halo Smart Labs’ products or to provide customized services or technologies to you and will not disclose this information to any third parties in a form that personally identifies you.
- AUTOMATIC SOFTWARE UPDATES. Halo Smart Labs may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Product Software and related services (“Updates”). These may be automatically installed without providing any additional notice or receiving any additional consent. You consent to this automatic update. If you do not want such Updates, your remedy is to stop using the Product. If you do not cease using the Product, you will receive Updates automatically. You acknowledge that you may be required to install Updates to use the Product and the Product Software and you agree to promptly install any Updates Halo Smart Labs provides.
- ADDITIONAL SOFTWARE/SERVICES. This EULA applies to updates, supplements, add-on components, or Internet-based services components of the Product Software that Halo Smart Labs may provide to you or make available to you after the date you obtain your initial copy of the Product Software, unless they are accompanied by separate terms.
- OPEN SOURCE. Certain items of software included with the Product Software are subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of this EULA. Instead, each item of Open Source Software is licensed under the terms of the end user license that accompanies such Open Source Software. Nothing in this EULA limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, Halo Smart Labs makes such Open Source Software, and Halo Smart Labs’ modifications to that Open Source Software, available by written request to Halo Smart Labs at the email or mailing address listed below.
- EXPORT RESTRICTIONS. You acknowledge that the Product Software is subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Product Software, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments.
- TERMINATION. This EULA and the license granted in these terms are effective on the date you first use the Product Software or Product and will continue for as long as you own the Product, unless this EULA is terminated under this section. Halo Smart Labs may terminate this EULA if you fail to comply with the terms and conditions of this EULA, without prejudice to any other rights. Upon notice of such termination, you must immediately delete the Product Software and all of its component parts from your systems.
- COPYRIGHT. All title and copyrights in the Product Software (including but not limited to any images, photographs, clipart, libraries, and examples incorporated in the Software), the accompanying printed materials, and any copies of the Software are owned by Halo Smart Labs or are legally licensed from third parties. The Product Software is protected by copyright laws and international treaty provisions and You must treat the Product Software like any other copyrighted material. You may not remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product Software.
- REMEDIES. You acknowledge that the Product Software contains valuable trade secrets and proprietary information of Halo Smart Labs. You understand that in the event you fail to comply with this Agreement, Halo Smart Labs may suffer irreparable harm which may not be adequately compensated for by monetary damages alone. In the event of breach or threatened breach of this Agreement, Halo Smart Labs will be entitled to injunctive and/or other preliminary or equitable relief, in addition to any other remedies available at law. In the event of any litigation between the parties arising out of or in relation to this Agreement, the prevailing party will be entitled to recover, in addition to any other relief, all of its costs and expenses including reasonable attorney's fees.
DISCLAIMER OF WARRANTIES. Halo Smart Labs represents and warrants that it has the requisite right and legal authority to grant the license and provide the Product Software as contemplated by this Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HALO SMART LABS PROVIDES THE PRODUCT SOFTWARE “AS-IS” AND DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. HALO SMART LABS DOES NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE USE OF THE PRODUCT SOFTWARE. HALO SMART LABS MAKES NO WARRANTY THAT THE PRODUCT SOFTWARE WILL BE UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL CODE, TIMELY, SECURE, OR ERROR-FREE.
YOU USE ALL PRODUCT INFORMATION (AS DEFINED BELOW), THE PRODUCT SOFTWARE, AND THE PRODUCT AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR (AND HALO SMART LABS DISCLAIMS) ANY AND ALL LOSS, LIABILITY, OR DAMAGES, INCLUDING TO YOUR HVAC SYSTEM, PLUMBING, HOME, PRODUCT, OTHER PERIPHERALS CONNECTED TO THE PRODUCT, COMPUTER, MOBILE DEVICE, AND ALL OTHER ITEMS AND PETS IN YOUR HOME, RESULTING FROM YOUR USE OF THE PRODUCT INFORMATION, PRODUCT SOFTWARE, OR PRODUCT.
Some states or jurisdictions do not allow the exclusion of implied warranties, so the above limitations may not apply to You.
LIMITATIONS OF LIABILITY. Nothing in this EULA and in particular within this "Limitation of Liability" clause will attempt to exclude liability that cannot be excluded under applicable law.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE ABOVE WARRANTY DISCLAIMERS, IN NO EVENT WILL (A) HALO SMART LABS BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING FROM OR RELATING TO THE PRODUCTS OR PRODUCT SOFTWARE, EVEN IF HALO SMART LABS KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) HALO SMART LABS’ TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE PRODUCTS AND PRODUCT SOFTWARE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEED THE FEES ACTUALLY PAID BY YOU TO HALO SMART LABS OR HALO SMART LABS’ AUTHORIZED RESELLER FOR THE PRODUCT AT ISSUE IN THE PRIOR 12 MONTHS (IF ANY). THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. HALO SMART LABS DISCLAIMS ALL LIABILITY OF ANY KIND OF HALO SMART LABS’ LICENSORS AND SUPPLIERS.
LIMITATIONS OF PRODUCT SOFTWARE.
You acknowledge that the Products and Product Software are not certified for emergency response. YOU UNDERSTAND THAT THE PRODUCTS AND PRODUCT SOFTWARE ARE NOT A THIRD-PARTY MONITORED EMERGENCY NOTIFICATION SYSTEM -- HALO SMART LABS DOES NOT MONITOR EMERGENCY NOTIFICATIONS AND WILL NOT DISPATCH EMERGENCY AUTHORITIES TO YOUR HOME IN THE EVENT OF AN EMERGENCY. In addition, the Halo Smart Labs Customer Care and Support contacts cannot be considered a lifesaving solution for people at risk in the home, and they are no substitute for emergency services. All life threatening and emergency events should be directed to the appropriate response services.
Unless explicitly promising a “guarantee,” Halo Smart Labs does not guarantee or promise any specific level of reduced risk or prevention of environmental disasters or other monetary benefit, including those related to insurance, from the use of the Products or Product Software or any feature of them. Actual reduced risk or prevention of environmental disasters and monetary benefits vary with factors beyond Halo Smart Labs’ control or knowledge.The Product Software provides you information (“Product Information”) regarding the Products in your home and their connection with other products and services. All Product Information is provided “as is” and “as available”. We cannot guarantee that it is correct or up to date. In cases where it is critical, accessing Product Information through the Product Software is not a substitute for direct access of the information in the home.
- APPLICABLE LAW. This EULA is governed and interpreted in accordance with North Carolina law notwithstanding applicable choice of law principles. Any action brought to enforce this Agreement will be brought in the Mecklenburg County, North Carolina or the United States District Court for the Mecklenburg District of North Carolina and each party specifically submits itself to personal jurisdiction in those courts. The prevailing party in any action will be entitled to payment of its costs and reasonable expenses in bringing the action, including attorney fees.
- ENTIRE AGREEMENT; SEVERABILITY. This EULA (including any addendum or amendment to this EULA which is included with the Product Software) is the entire agreement between You and Halo Smart Labs relating to the Product Software and the terms of this Agreement supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Product Software or any other subject matter covered by this EULA. If any provision of this EULA is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.
- NOTICES. Any notice to you may be provided by email to the address that you registered with Halo Smart Labs.
- WAIVER. All waivers by Halo Smart Labs will be effective only if in writing. Any waiver or failure by Halo Smart Labs to enforce any provision of this EULA on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
GENERAL. The Product Software is deemed irrevocably accepted upon your use of the Product Software or Product. Halo Smart Labs will have no responsibility to provide maintenance or support services with respect to the Product Software.
Questions or Additional Information. If you have questions regarding this EULA, please contact Halo Smart Labs at email@example.com or (888) 434-4256.