1. Introduction and Scope
Company sells hardware products (“Hardware” or “Products”) and licenses software, either embedded in the Hardware or distributed separately (“Software”, and together with the Hardware, the “System”). Company owns and operates this Website or Application, and provides access to certain internet and software application services related to the use of Company Systems and Company-owned brands (“Services”).
For the avoidance of doubt, the Company End User License Agreement between you and Company (the “EULA”), located at https://www.snapone.com/legal/end-user-license-agreement, sets forth the terms and conditions that apply to the Software. The Company Limited Warranty provided with your Hardware (the “Warranty”), which can be found at https://www.snapone.com/legal/limited-hardware-warranty, sets forth the terms of the limited warranty that apply to the Hardware.
Company may at any time, in its sole discretion, update or modify the Terms, and such modifications will be effective immediately upon being posted on the Website or Application. It is your responsibility to check the Website or Application periodically for changes to these Terms. If you do not accept the changes to these Terms, your sole recourse will be to cease the use of this Website or Application and the Services or any portion thereof, in accordance with Section 12 below.
2. Use of Communication Services
Company’s Website or Applications may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, “Communication Services”). You agree to use the Communication Services only to post, send, and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
- Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
- Advertise any goods or services for any business purpose, unless such Communication Service specifically allows such messages.
- Conduct or forward surveys, contests, pyramid schemes or chain letters.
- Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
- Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
- Violate any applicable laws or regulations.
Company reserves the right to review materials posted to a Communication Service, to evaluate and respond to any request to remove potentially infringing or otherwise objectionable material, and to remove any materials in its sole discretion. Company reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.
Company reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post, or to remove any information or materials, in whole or in part, in its sole discretion.
Always use caution when giving out any personally identifying information about yourself in any Communication Service. Company does not control or endorse the content, messages or information found in any Communication Service and, therefore, Company specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized Company spokespersons, and their views do not necessarily reflect those of the Company.
Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.
Company does not claim ownership of the materials you provide to Company (including feedback and suggestions) or post, upload, input or submit to any Company Website or Application or its associated services (collectively, “Submissions”). However, by posting, uploading, inputting, providing, or submitting your Submission, you are granting the Company, its affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission, and to publish your name in connection with your Submission. No compensation will be paid with respect to the use of your Submission.
By posting, uploading, inputting, providing or submitting your Submission, you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to post, such Submission.
The features and functions of the Services are described in more detail in the applicable Company user documentation and guidelines available elsewhere on the Website or Application. The Services include any additional features and functionality that Company may, in its sole discretion and from time to time, offer to you. Company may, in its sole discretion and without notice or liability, modify features and functions of the Services, or discontinue Services, at any time. If you do not accept such changes to the Services, you may immediately cancel your use of such Services as provided in Section 12 below.
5. Eligibility and Registration
You may subscribe to the Services only if you have the legal capacity to form a binding contract with the Company. In particular, if you are under eighteen (18) years of age, you may not register to use the Services, and must have someone in your household who is at least eighteen (18) years of age register to use the Services. You may not use the Services if Company has previously prohibited you from using the Website or Application and/or the Services.
You may be required to register your System in order to use the Services. During the registration process, you may be asked to provide certain information (“User Information”) to Company including but not limited to: (i) your full name; (ii) your mailing address; and (iii) your e-mail address. You agree to provide accurate and complete User Information during the registration process. User Information shall also include any data collected by the Company from time to time on the installation, settings, and use of your System, including information obtained for use in data analytics or software development and maintenance services.
6. Use Restrictions
(a) Permitted Purpose. Subject to the terms and conditions of this Agreement and any applicable limitations on the number of devices and payment of any applicable fees, Company grants you a non-transferable and non-exclusive right (without the right to sublicense) to access and use the Services solely for the purpose of controlling and monitoring your System or as otherwise explicitly stated in the documentation for Services (the “Permitted Purpose”).
(b) Certain Restrictions. Your use of the Services is subject to the following restrictions: you agree (i) not to license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services; (ii) not to modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Services; (iii) not to access the Services in order to build a similar or competitive service, (iv) not to use the Services for any unlawful purpose, or for any purpose other than the Permitted Purpose; (v) that no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means; (vi) not to upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer or communication network, computer, handheld mobile device, data, the Website or Application, the Services, the System, or any other device or property; (vii) not to interfere with, disrupt, or attempt to gain unauthorized access to, the servers or networks connected to the Website or Application or the Services, or violate the regulations, policies, or procedures of such networks; (viii) not to access or attempt to access any of the Services by means other than through the interface that is provided by Company; (ix) not to remove, obscure or alter any proprietary rights notices (including copyrights and trademark notices) which may be contained in or displayed in connection with the Website or Application or the Services, and (x) not to upload files that contain material protected by privacy or intellectual property laws unless you own or control the rights thereto or have received all necessary consents.
(c) IN ADDITION, IN NO EVENT DOES THE COMPANY AUTHORIZE ANYONE TO USE THE SERVICES WHERE THE FAILURE OF THE SERVICES TO PERFORM CAN REASONABLY BE EXPECTED TO RESULT IN SIGNIFICANT PHYSICAL INJURY, LOSS OF PROPERTY, OR LOSS OF LIFE. ANY SUCH USE IS ENTIRELY AT YOUR OWN RISK, AND YOU AGREE TO INDEMNIFY AND HOLD COMPANY HARMLESS FROM ANY AND ALL CLAIMS OR LOSSES RELATING TO SUCH UNAUTHORIZED USE.
7. Third-Party Content
The Services may give you the ability to access content controlled or provided by third parties (“Third-Party Content”).
You understand and acknowledge that: (i) Third-Party Content remains the property of the applicable third parties, who have the sole right to determine your rights to use such content; (ii) Company is not responsible for, and has no editorial control over, any Third-Party Content, and Company does not sponsor or endorse any such content; and (iii) Company has no control over the distribution of Third-Party Content.
You agree that the Company will have no liability to you or to any third parties, including without limitation to anyone else who uses your System, related to or arising out of to any Third-Party Content. You also agree that the Services shall not be used to illegally copy, display or otherwise make use of Third-Party Content without authorization from the appropriate rights holder. Unauthorized copying or distribution of copyrighted or trademarks may constitute an infringement of the copyright or trademark holders’ intellectual property rights. In addition, steps intended to defeat or bypass security measures designed to prevent infringement of the intellectual property rights of others may be illegal under U.S. law or comparable foreign laws. Company reserves the right to terminate your right to access and use the Services and delete your account if the Company believes in good faith that you have used the Services or your System to infringe upon the intellectual property rights of others.
8. Subscription Fees and Payment; Taxes
(a) Subscription Fees. Access to some Services is provided on a subscription basis and requires the payment of a subscription fee (“Subscription Fee”). Your subscription may require renewal and payment of subsequent Subscription Fee upon expiration of the subscription term. You agree to pay any applicable Subscription Fee charged by Company in advance. If for any reason you need to reactivate a subscription, you may be charged a reactivation fee. If you register for the Services under a promotional Subscription Fee, some additional restrictions and limitations may apply.
(b) Payment. Access to your account will not be permitted until Company has verified that the credit card information is accurate and that your credit card account is in good standing, or payment has been made by other acceptable method. If you choose a subscription option with recurring payments, you agree that Company may automatically charge the subscription fee to your credit card at the beginning of each billing period. Company reserves the right to suspend or terminate your access to the Services without notices upon rejection of any credit card charges or your card issuer (or its agent or affiliate) seeking a return of payments previously made to Company for the Services. Such rights are in addition to and not in lieu of any other legal right or remedies available to Company. Company reserves the right to refer your account to a third party for collection in the event of an ongoing default, and you agree to reimburse Company for any costs incurred by Company in the collection of amounts that are past due, including for any reasonable attorneys’ fees and court costs.
(c) Changes in Subscription Fees. Company may, in its sole discretion, change fees from time to time and charge additional fees for any features and functionalities that are not a part of the initial Services covered by a Subscription Fee. Company will use commercially reasonable efforts to notify you (by email or such other method reasonably selected by Company) thirty (30) days in advance of any fee changes or new fees.
(d) Taxes. The amounts payable by you to Company hereunder are exclusive of any applicable sales, use, value added, excise or similar taxes that may apply to the transactions contemplated hereunder. You agree to pay to Company any such taxes that Company is required to collect under applicable law.
9. Internet Service Provider Charges
Access to and use of the Services may require the use of, and you are responsible for, an always-on broadband Internet connection. Company is not responsible for and does not make any assurances about the availability or functionality of any broadband Internet connection. Network protection for your Internet connection is strongly advised to protect your Company System against viruses and other types of harm. You are responsible for any service charges for your Internet connection incurred as a result of using or accessing the Website or Application and/or the Services, and you agree that you shall be solely responsible for all disputes with any Internet service provider.
10. Certain of Your Representations and Warranties to Company
You represent and warrant to Company that: (i) you are at least eighteen (18) years of age and are competent, and have the authority, to enter into this Agreement; (ii) you have provided or will provide Company with User Information that is correct and complete; (iii) you will not use the Services in violation of any applicable laws, regulations, or ordinances or for any illegal or unauthorized activities; (iv) you take full responsibility for the actions of anyone to whom you disclose your password or login ID or whom you otherwise allow to access your account, including your agents or employees; and (v) you will never circumvent, compromise, nor attempt to circumvent or compromise any Company security measures in connection with the Services.
11. Dealers Are Independent Contractors, Not Agents of Company
You may be required to purchase your Company System or Products from an authorized Company dealer or distributor (“Dealer”) in your area of your choice. Dealers are independent contractors and service providers, and not employees or agents of Company. Accordingly, (i) Company makes no representations or warranties with respect to Dealers or their services and shall not be responsible for their acts or omissions, and (ii) Dealers have no right to bind Company legally or otherwise make commitments on behalf of Company.
You are solely responsible to select a competent Dealer that meets your expectations. Such Dealer may offer additional installation, configuration or ongoing maintenance services. Any disputes, which may arise between you and your Dealer, are to be resolved between you and your Dealer.
12. Term and Termination
These Terms will remain in full force and effect so long as you continue to use or access the Website or Application and/or the Services, or until terminated in accordance with this section 12. You may terminate your account and your right to use the Services for any reason, at any time. Your access to the Services and your account will be terminated upon your written or emailed request, and any unused Subscription Fees that you have paid are nonrefundable. At any time, the Company may suspend or terminate your rights to use the Services, if Company in good faith believes that you have used the Services in violation of this Agreement. If you transfer or assign your Company System or any portion thereof to a new owner, your right to use the Services with respect to such Products automatically terminates, and the new owner will have no right to use the Services under your account (as described below)and will be required to register for a separate account with Company. In addition, Company reserves the right to terminate your Services account and this Agreement with or without cause, if Company gives you at least thirty (30) days advance notice of such termination, except in cases where you have materially breached these Terms or violated applicable law. Upon any such termination of your account by Company, you will remain obligated to pay all outstanding fees and charges relating to your use of the Services prior to termination, but Company will return any unused Subscription Fees that you have paid if your account is terminated for any reason other than your breach of this Agreement or violation of applicable law.
You acknowledge that all right title and interest in and to the Services, including all intellectual property rights therein and thereto, remain the exclusive property of Company and its licensors, and this Agreement grants to you no right or interest therein other than the limited rights expressly set forth herein, and Company and its licensors and suppliers reserve all rights not granted in this Agreement.
You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, consultants, agents, and other representatives, from and against any and all suits, claims, actions, proceedings, damages, demands, injuries, liabilities, losses, costs and expenses (including reasonable attorneys’ fees), arising from or related to: (i) your negligence or willful misconduct; (ii) your use of the Website, Application, or Services; (iii) your breach of any of your representations, warranties, obligations, or covenants in this Agreement; and (iv) your use of Third-Party Content.
15. Warranty Disclaimers
(a) THE WEBSITE, APPLICATION AND/OR THE SERVICES ARE PROVIDED FOR YOUR CONVENIENCE, ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND SNAP ONE, LLC AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF ACCURACY, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY.
(b) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY AND ITS LICENSORS AND SUPPLIERS MAKE NO WARRANTY THAT DEFECTS WILL BE CORRECTED OR THAT THE WEBSITE, APPLICATION AND/OR THE SERVICES WILL: (I) MEET YOUR REQUIREMENTS; (II) BE COMPATIBLE WITH YOUR COMPUTER OR MOBILE DEVICE; (III) BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (IV) BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY, ANY DEALER OR THROUGH THE WEBSITE, APPLICATION AND/OR THE SERVICES SHALL CREATE ANY WARRANTY WITH RESPECT TO THE WEBSITE, APPLICATION AND/OR THE SERVICES. FURTHER, COMPANY DOES NOT WARRANT THAT THE WEBSITE, THE APPLICATION, THE SERVICES, OR THE COMPANY SERVERS THAT PROVIDE YOU WITH DATA AND CONTENT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME THE ENTIRE RISK WITH RESPECT TO YOUR USE OF THE SERVICES. FURTHERMORE, COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PROFESSIONAL SERVICES PERFORMED BY ANY COMPANY DEALERS.
16. LIMITATION OF LIABILITY
IN NO EVENT WILL COMPANY OR ANY OF ITS SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY:
(I) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING FROM THE COMPANY’S PERFORMANCE OR FAILURE TO PERFORM IN ACCORDANCE WITH THIS AGREEMENT, YOUR USE OF THE WEBSITE, APPLICATION AND/OR THE SERVICES, INCLUDING ANY RELATED HARDWARE, OR THE USE OF THE SERVICES OR YOUR COMPANY SYSTEM THROUGH YOUR ACCOUNT BY ANYONE ELSE, INCLUDING WITHOUT LIMITATION, DAMAGES ARISING FROM LOST DATA, PROGRAMMING OR THIRD PARTY CONTENT, LOST REVENUE OR PROFITS, OR BUSINESS INTERRUPTION;
(II) FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, DAMAGE TO EQUIPMENT, AND CLAIMS AGAINST YOU BY ANY THIRD PERSON;
(III) DAMAGES (REGARDLESS OF THEIR NATURE) FOR ANY DELAY OR FAILURE BY COMPANY TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT DUE TO ANY CAUSE BEYOND COMPANY’S REASONABLE CONTROL; OR
(IV) CLAIMS MADE A SUBJECT OF A LEGAL PROCEEDING AGAINST COMPANY MORE THAN ONE YEAR AFTER ANY SUCH CAUSE OF ACTION FIRST AROSE.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, COMPANY’S AND ITS SUPPLIERS’ TOTAL, CUMULATIVE LIABILITY ARISING FROM OR RELATED TO YOUR USE OF THE WEBSITE AND/OR THE SERVICES, INCLUDING ANY RELATED HARDWARE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL NOT EXCEED THE FEES ACTUALLY PAID BY YOU TO COMPANY OR COMPANY’S AUTHORIZED RESELLER FOR THE SERVICES GIVING RISE TO LIABILITY IN THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO LIABILITY. YOU AGREE THAT THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 16 WILL APPLY WHETHER A CLAIM IS ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 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.
Because some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages, in such jurisdictions, our liability shall be limited to the maximum extent permitted by law. This Agreement gives you specific legal rights, and you may also have other rights, which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under this Agreement will not apply to the extent prohibited by applicable law.
Company reserves the right to alter Product and Services offerings, specifications, and pricing at any time without notice, and is not responsible for typographical or graphical errors that may appear in this or in related documents Company may make improvements and/or changes to this Website or Application at any time. Although we attempt to periodically update information on this Website or Application, the information, materials and services provided on or through this Website or Application may occasionally be inaccurate, incomplete or out of date. This Website or Application contains express or implied forward-looking statements, which are based on current expectations of management. These statements are neither promises nor guarantees but are subject to a variety of risks and uncertainties, many of which are beyond our control, and which could cause actual results to differ materially from those contemplated in any forward-looking statement. Company does not have a duty to update information contained in this Website or Application, and Company will not be liable for any failure to update such information. We make no representation as to the completeness, accuracy or currentness of any information on this Website or Application, and we undertake no obligation to update or revise the information contained on this Website or Application, whether as a result of new information, future events or circumstances or otherwise. It is your responsibility to verify any information contained in this Website or Application before relying upon it. Company explicitly disclaims any duty to ensure that the updated Services will interoperate, or continue to interoperate with any external services, software or devices.
19. Governing Law and Jurisdiction; Waiver of Jury Trial
This Agreement and any claims arising hereunder will be governed by the laws of the State of Utah, excluding principles of conflict or choice of law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. To the extent permitted by applicable law, you and Company hereby irrevocably submit to the jurisdiction of any Utah state court or United States federal court, in either case sitting in Utah over any suit, action or other proceeding brought by you, a third party, or Company arising out of or relating to these Terms, and you and Company hereby irrevocably agree that all claims with respect to any such suit, action or other proceeding shall be heard and determined in such courts. THE PARTIES HEREBY UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING DIRECTLY OR INDIRECTLY OUT OF, RELATED TO, OR IN ANY WAY CONNECTED WITH THE PERFORMANCE OR BREACH OF THIS AGREEMENT, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED AMONG THEM. The scope of this waiver is intended to be all encompassing of any and all disputes that may be filed in any court or other tribunal (including, without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims). THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS, OR MODIFICATIONS TO THIS AGREEMENT, AND RELATED DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS TRANSACTION OR ANY RELATED TRANSACTION. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.
Trademark Ownership. All trademarks, logos, trade names and service marks (“Marks”) displayed on the Website or Application or the Services are the property of Company or of their respective holders. You are not permitted to use any of the Marks without the applicable prior written consent of Company or such respective holders.
Content. The official text of this Agreement or notice submitted hereunder shall be in English. In the event of any dispute concerning the construction or meaning of this Agreement, reference shall be made only to this Agreement as written in English and not to any translation into another language, and this Agreement will not be construed against the drafting party.
Assignment. You may not assign, sublicense or transfer any of your rights and obligations under this Agreement to a third party without Company‘s prior written consent. Any attempted assignment, sublicense, or transfer without the prior written consent of Company shall be null and void.
Enforceability. If any provision of this Agreement is held by a court to be invalid or unenforceable under applicable law, such provision will be deemed modified to the extent necessary to render such provision valid and enforceable, and the other provisions of this Agreement will remain in full force and effect.
Waiver. Company’s failure to enforce any of the terms of the terms and conditions of this Agreement shall not constitute a waiver or relinquishment of Company ‘s right to do so at any time.
Survival. Sections 6(b) and (c), 8, 12, and 14 – 20, shall survive any termination or expiration of this Agreement.
Last updated: November 18, 2022