End User License Agreement
Ezlo Innovation, LLC (d/b/a Vera Control, Ltd.) (together with its affiliates and subsidiaries, collectively, “Ezlo”) have updated this End User License Agreement (the “Agreement”) in order to incorporate new terms. This Agreement applies to the Ezlo platform, which is inclusive of Ezlo hardware products, associated firmware, applications, and cloud infrastructure. By using the Ezlo platform (the “Platform”), you agree to the terms of this Agreement between you and Ezlo. If you are entering into this Agreement on behalf of an organization, you represent and warrant that you have the authority to enter into this Agreement on behalf of the organization, and that the organization agrees to be bound by all of the terms of this Agreement. You also represent that you are of sufficient legal age in your jurisdiction or area of residence to use or access the Software and to enter into this Agreement. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, OR IF YOU DO NOT HAVE THE LEGAL CAPACITY FOR YOURSELF OR AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE ORGANIZATION, YOU MAY NOT USE THE SOFTWARE OR THE PRODUCT.
2. Grant of License
Provided that you comply with all terms and conditions of this Agreement and all Accompanying Document(s) and pay all applicable fees, Ezlo grants you a terminable, non-exclusive, non-transferable, internal, limited license to use the applicable Software hereby licensed to you, in executable object code form only, solely for use on the applicable device that you own or control and solely for use in conjunction with the applicable Products. All rights of every kind that are not expressly granted to you in this Agreement are entirely and exclusively reserved to and by Ezlo. You may use this Software only as expressly provided in this Agreement. You may not rent, lease, loan, sublicense, modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Product(s) or Software, nor assist or permit anyone else to do so. You may not remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or on the Product(s).
3. Ezlo and Third-party Intellectual Property
You understand that you are provided and/or otherwise receiving or able to access the Software and Services as a part of your purchase of the applicable hardware Product, and that a portion of the purchase price for your hardware Product is attributed towards the Software and Services (including all applicable licenses, updates and maintenance). The Software and Services and associated documentation and all worldwide copyrights, trade secrets, and other intellectual property rights therein are the exclusive property of Ezlo and its licensors. Ezlo and its licensors reserve all rights in and to the Software and Services not expressly granted to you in this Agreement. The Software and Services (including Software and Services included with the applicable hardware Product) is licensed to you under this Agreement and is for use only under the terms of this Agreement and any Accompanying Documents, and not sold to you. There are no implied licenses in this Agreement. Certain items of independent, third-party code may be included in the Software that are 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 this Agreement 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. If required by any license for particular Open Source Software, Ezlo makes such Open Source Software, and Ezlo’s modifications to that Open Source Software, available by written request to Ezlo at the email or mailing address listed below. Any feedback, comments, ideas or suggestions you provide with respect to the Products, Software or related Services are the property of Ezlo and may be used, published or incorporated into Ezlo Products without further need for permission from you.
4. Ezlo Services and Third-Party Providers
Certain Services made available by Ezlo to users of its Products are provided through third-party vendors and subcontractors selected by Ezlo at its discretion (“Third Party Providers”). These Services (“Third Party Services”) include, without limitation, digital photography and video archiving services (“Video Archiving Services”) which are provided as standard features of most Ezlo home controller Products (and generally described below and any Accompanying Document(s)), along with other Services such as central monitoring services (as generally described below) (“Central Monitoring Services”) and Central Monitoring Services with cellular backup service (in each case, as generally described on the Website, Apps and any Accompanying Document(s)).
The standard “Video Archiving Services” allows users to archive automatically up to 1 GB of video footage in the aggregate, which is stored on servers maintained by third party providers who have contracted with Ezlo. When a user’s archived data reaches the 1 GB limit, Ezlo automatically deletes photos and videos on a first-in, first-out basis, unless a user has specifically marked video footage or photographs as not to be deleted.
“Central Monitoring Services” describe the security alarm services provided by Ezlo through licensed operators in each jurisdiction where such Central Monitoring Services are offered, which react to signals and notifications received at the Ezlo Central Monitoring Service station sent by the home automation system and/or security alarm system comprised of components linked to and compatible with the Product(s) installed at your residential premises.
In addition to the ability to access, operate and control your Products and utilize the Services while at your residence on the same WiFi network (collectively, “Local Access”), you may also access, operate and control your Products and utilize the Services while away from your residence or not connected to your home WiFi network (collectively, “Anywhere Access”), all as more specifically described below.
From when you first set up your Products on our Platform and/or otherwise utilize the Services, subject to the terms of this Agreement, in addition to Local Access, Anywhere Access will also be included in the Services for a period of thirty six (36) months (the “Initial Access Period”). Local Access and Anywhere Access may be changed, modified or discontinued from time to time in our discretion, including, with respect to availability, functionality and pricing. Following the expiration of the Initial Access Period, you may continue to subscribe to Anywhere Access by enrolling in a paid subscription plan, which will continue until you or we cancel your subscription. These subscription plans entitle you to Anywhere Access for each payment period until such subscription is cancelled. Your paid subscription will automatically commence the later of: (i) the first day following the expiration of the Initial Access Period; and (ii) following the payment for your applicable subscription in full. If you do not enter into a paid subscription for Anywhere Access before the expiration of the Initial Access Period, certain of your data stored via the “cloud” storage services accessible with Anywhere Access may be deleted and you will no longer have access to Anywhere Access and its features (including such “cloud” storage). Whether or not you enter into a paid subscription for Anywhere Access following the expiration of the Initial Access Period, you will still have access to the Local Access.
Subscription fees are billed or charged on or about the first day of the applicable subscription period. If any payment is not received, is returned unpaid or if any credit card or similar transaction is rejected or denied, Ezlo reserves the right to cancel your Anywhere Access subscription unless you provide us with a new payment method. If you provide us with a new payment method and are successfully charged before your subscription is cancelled, your new subscription period will be based on the original renewal date and not the date of the successful charge.
Ezlo may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Software (“Updates”). You acknowledge that you may be required to install Updates to use the Software and you agree to promptly install any Updates provided by Ezlo. In addition, you acknowledge that Ezlo may update the Software without requiring any additional consent or action from you, and you consent to Ezlo so automatically updating the Software at any time. Upgrades may temporarily interfere with your Software, Services and/or Products, or temporarily or permanently change the features, functionality or use of the Software, Services and/or Products and you agree those will be done at our discretion. If you do not want such automatic Updates, your sole remedy is to stop using the applicable Internet services in conjunction with the Software, Services and Product or stop using the Software, Services and Product altogether.
This Agreement and the license granted hereunder are effective on the date you first use the Software, Services or Product and shall continue for as long as you use the Software or Services or own the Product, unless this Agreement is terminated earlier as provided herein. Ezlo may terminate this Agreement at any time if you fail to comply with any term(s) hereof or fail to pay any fees when due to Ezlo. You may terminate this Agreement upon written notice to Ezlo. In the event of any termination of this Agreement or your rights hereunder, all provisions of this Agreement except your rights under the grant of license shall survive such termination and you agree to continue to be bound by these terms. Upon termination, you may no longer use the Software or Services.
8. Disclaimer of Warranty
NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND UNLESS EXPRESSLY STATED OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL OTHER WARRANTIES ARE DISCLAIMED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EZLO OR AN EZLO AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY EXPRESS WARRANTY PROVIDED BY EZLO, IF ANY. EZLO MAKES NO WARRANTY THAT THE SOFTWARE WILL BE UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL CODE, TIMELY, SECURE, OR ERROR-FREE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EZLO MAKES NO REPRESENTATION OR WARRANTY THAT: (A) THE SOFTWARE, SERVICES AND/OR PRODUCTS MAY NOT BE COMPROMISED OR CIRCUMVENTED, (B) THE SOFTWARE, SERVICES AND/OR PRODUCTS WILL PREVENT ANY PERSONAL INJURY OR PROPERTY LOSS; OR (C) THAT THE SOFTWARE, SERVICES AND/OR PRODUCTS WILL PROVIDE ADEQUATE WARNING OR PROTECTION. EZLO’S PRODUCTS AND SERVICES DO NOT CAUSE AND CANNOT ELIMINATE OCCURRENCES OF THE EVENTS THEY ARE INTENDED TO DETECT OR AVERT, INCLUDING, BUT NOT LIMITED TO, BURGLARIES, ROBBERIES, FIRES, FLOODS, AND MEDICAL PROBLEMS. YOU UNDERSTAND THAT PROPERLY INSTALLED AND MAINTAINED PRODUCTS MAY ONLY REDUCE THE RISK OF A BURGLARY, ROBBERY OR OTHER EVENTS OCCURRING, BUT THE PRODUCTS ARE NOT, AND EZLO IS NOT PROVIDING, INSURANCE OR A GUARANTEE THAT THE PRODUCTS, SOFTWARE AND/OR SERVICES PURCHASED WILL DETECT OR AVERT SUCH INCIDENTS OR THEIR CONSEQUENCES, OR THAT THERE WILL BE NO PERSONAL INJURY OR PROPERTY LOSS AS A RESULT.
9. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY BUT SUBJECT TO THE LAST SENTENCE OF THIS SECTION, (A) EZLO WILL NOT BE LIABLE TO YOU, 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 SOFTWARE, SERVICES OR THIS AGREEMENT, EVEN IF EZLO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) EZLO’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THE SOFTWARE, SERVICES AND PRODUCTS AND THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL NOT EXCEED IN THE AGGREGATE EITHER (1) THE PORTION OF THE PAID FEES APPLICABLE TO THE PRODUCTS, SOFTWARE OR SERVICES RELATING TO SUCH CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY OR (2) REPLACEMENT OF DEFECTIVE MEDIA OR PROVISION OF A REASONABLY SIMILAR PRODUCT, AS DETERMINED IN EZLO’S SOLE DISCRETION. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. EZLO DISCLAIMS ALL LIABILITY OF ANY KIND OF EZLO’S SUPPLIERS, DISTRIBUTORS, RESELLERS AND DEALERS. EZLO IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT PROVIDED BY YOU OR A THIRD PARTY THAT IS ACCESSED THROUGH THE PRODUCT, SERVICES, SOFTWARE AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT AND/OR ANY SERVICES PROVIDED BY A THIRD PARTY INCLUDING ANY THIRD PARTY VENDOR, THIRD PARTY PROVIDER OR SUBCONTRACTOR. YOU USE ALL PRODUCT INFORMATION (AS DEFINED BELOW), THE SOFTWARE, THE SERVICES, AND THE PRODUCT AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR (AND EZLO 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, SOFTWARE, SERVICES OR PRODUCT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, SO SOME OF THE EXCLUSIONS AND LIMITATIONS CONTAINED IN THIS AGREEMENT MAY NOT BE APPLICABLE.
10. Restrictions and Export Controls
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. For example, you may not export or re-export any commodities, software, or technical data received from Ezlo, or any direct product of such commodities, software or technical data, to any proscribed country, party, or entity listed in the applicable laws, regulations, and rules of the U.S. government, or any applicable foreign governmental authority, unless properly authorized. As applicable, you and Ezlo each shall obtain and bear all expenses and responsibility relating to any necessary agreements and/or exemptions with respect to its own export or re-export of the Software. The information regarding export laws set forth herein is not necessarily complete, and you should refer to the relevant governmental authority for more information.
The Software is commercial in nature, and is a “Commercial Item” as that term is defined in 48 C.F.R.2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation” as such terms are defined in 48 C.F.R. 252.227-7014(a)(5) and 48 C.F.R. 252.227-7014(a)(1), and used in 48 C.F.R. 12.212 and 48 C.F.R. 227.7202, as applicable. Pursuant to 48 C.F.R. 12.212, 48 C.F.R.252.227-7015, 48 C.F.R. 227.7202 through 227.7202-4, 48 C.F.R. 52.227-19, and other relevant sections of the Code of Federal Regulations, as applicable, the Software and all related publications, commercial computer software, and commercial computer software documentation are distributed and licensed to United States Government end users, if at all, with only those rights as granted to all other end users, according to the terms and conditions contained in this Agreement.
11. Data Protection
Customer security and privacy is our top priority. We understand the importance of your personal data, and we take steps to secure and protect it whenever it is stored in our infrastructure. The General Data Protection Regulation (GDPR) imposes additional requirements for companies that collect or store personal data of European Union residents.
Our policies regarding data ownership and protection are focused on providing you with confidence that your data remains secure, and under your control. We have established a number of measures to ensure that customers and their data are treated in a manner consistent with privacy principles and industry best practices.
12. Contact Us
Your questions regarding this Agreement may be sent to us by email to Legal@Ezlo.com. You may also write to us at Ezlo Innovation, LLC, Attn: Legal Department, 1255 Broad Street, Clifton, NJ 07013. You should include your name and email address with email requests, and your name and postal address with in mail requests.
13. Miscellaneous Legal