CentriosTM End User License Agreement

This CentriosTM End User License Agreement (“EULA”) is a legal agreement between you and ASSA ABLOY Access and Egress Hardware Group, Inc. (an affiliate of ASSA ABLOY Inc.)

The following defined terms are essential to the meaning—and your understanding—of this EULA. Any defined term in this EULA may be stated in the singular or the plural.

Company,” “we,” “us” and “our” mean ASSA ABLOY Access and Egress Hardware Group, Inc.

You” and “your” mean a Device Controller or a User. If you are using a Device on behalf of a business, association, or other entity, “you,” “your” and “User” refer to such business, association, or other entity (collectively, “organization”), unless the context clearly dictates otherwise. If you represent an organization, you agree that you are authorized to consent to these terms on behalf of such organization and that we can rely on this, such that your organization will be bound by this EULA.

As used in this EULA, the terms “party” and “parties” refer to you and us, but the term “third-party” does not refer to a party hereto.

Device” means the ASSA ABLOY CentriosTM physical door lock hardware that you can interact with by using the Licensed Software via the Site or the Application. In the interest of grammatical simplicity, this EULA presumes that a Device Controller or User interacts with just one Device. However, you may interact with more than one Device, in which case all references in this EULA to a single Device will mean and refer to multiple Devices.

Device Controller” means an Owner and certain delegates authorized to use the Licensed Software to grant Users access to one or more Devices. For the avoidance of doubt, a Device Controller may further authorize differing levels of managerial responsibility to other types of managers (who also are Device Controllers), who may then view Account information, operate and control access to one or more Devices, grant additional or existing Users access to one or more Devices, and generally manage the overall CentriosTM system first established by the Owner.

Owner” means anyone, whether a real person or an entity, who establishes the overall CentriosTM system (which includes the Licensed Software) and then can invite one or more Users and Device Controllers to use the Licensed Software.

User” means an end user (but not a Device Controller) who can interact with and operate a Device once a Device Controller grants that person access to the Licensed Software by PIN code, key card, fob, or digital key.

Licensed Software” means the firmware and software information technology programs (including all updates thereto after the date that you agree to this EULA) that are central to the overall CentriosTM system and enable Users and Device Controllers to interact with a Device via the Site or the Application. For the avoidance of doubt, the Licensed Software means firmware embedded in a Device as well as software contained within the Application and the Site. Accordingly, all references in the EULA to Licensed Software shall mean and refer to all such means by which the Licensed Software is contained, accessed, interacted with, and/or used by Users and Device Controllers.

Application” means the CentriosTM mobile app version of the Licensed Software that may be downloaded (from Google Play or Apple’s App Store) and installed on a User’s smartphone, smartwatch, PC, or tablet (hereafter collectively referred to in this EULA as a “personal device”) and becomes functional once a User is granted and then uses a digital key. For the avoidance of doubt, Device Controllers may also use the Application to manage the CentriosTM system and interact with Devices.

Site” means the web portal (accessible here or on Centrios.com) on which a Device Controller uses the Licensed Software to manage the overall CentriosTM end-user system and on which a User can optionally create an Account. The Site may also be used to access the Licensed Software and operate a Device.

Account” means the recordation of differing respective CentriosTM system registration information, whether as a Device Controller or a User. An Owner must initially create an Account on the Site or the Application by inputting their first name, last name, phone number, email address, and postal address, verify their time zone, and establish a username and password. An Owner may invite one or more persons to be a Device Controller. In this case, the CentriosTM system will generate a username and password for each new Device Controller (thereby also establishing an Account on the Site for each new Device Controller). As for each User, the CentriosTM system also will generate a username and password, thereby giving such User the option of having an Account. If a User does decide to have an Account, such User’s phone number is an optional, additional field.

Account Holder” means anyone who creates an Account by inputting certain information into the Site and then can interact with the Licensed Software on a personal device via the Application. For the avoidance of doubt, a User who does not interact with a Device through the Application but does so by PIN code, fob or key card and who chooses not to create an Account is not an Account Holder, but a User who is issued digital key credentials to access a Device through the Application is required to have an Account.

Services” means all CentriosTM brand products, services, tools, web applications, and any other technologies located on any Company websites, including, without limitation, successor websites and applications.

Terms of Service” means the terms and conditions of this EULA (including the specific terms and conditions of the limited license to the Licensed Software contained herein, and the ASSA ABLOY Terms of Use available here, each as further discussed at Section 1.B. of this EULA) and contained in other documentation and/or Company instructions with respect to the Licensed Software, a Device, the Site, the Application, or the Services.

This EULA Sets Forth a Legally Binding Agreement

Please read this EULA very carefully before using a Device. By using/continuing to use a Device, you acknowledge that you have read, understand, and agree to be bound by this EULA, including those additional terms and conditions, and policies referenced in this EULA and/or available by hyperlink. Please print a copy of this EULA for your records. If this EULA is considered a contractual offer, your acceptance is expressly limited to the terms and conditions of this EULA.

If you do not agree to this EULA and the Terms of Service (including the ASSA ABLOY Terms of Use available here and at Section 1.B. of this EULA), you must cease using the Device. Depending upon the applicable return policy and period set forth in the Limited Warranty (located here) for the Device, or the return policy and period provided by your place of purchase, you might be able to return any unused Device (and unopened from its package) for a refund. In such case, you must also uninstall the Application. Also in such case, if you had intended to interact with a Device via the Site, you must not use or cease using the Site.

Important Notices

PLEASE READ THIS EULA CAREFULLY AS IT CONTAINS AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTIONS) THAT YOU WILL SUBMIT ANY CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER THAT (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST COMPANY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR MEMBER OF ANY CLASS OR IN A REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS THAT YOU MAY HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

Eligibility to Use the Licensed Software

To use the Licensed Software you must be, and represent and warrant that you are, at least the age of majority in your state, province, or other jurisdiction where the Device is located (and that you have the authority to represent your business entity, if applicable). You further represent and warrant that you (1) have the necessary right, power, and authority to agree to this EULA and perform your obligations under this EULA, and (2) nothing contained in this EULA, or the performance of such obligations will place you in breach of any other contract or obligation.

1.     Additional Agreements and obligations

A.    Compatible Device; Account.  To operate a Device, you must first have an internet data connection (via broadband or cellular service) on a supported and compatible personal device on which to (1) access the Site and create an Account (optionally for Users) and/or (2) download the Application from Google Play or Apple’s App Store to your personal device.

B.    Terms of Service.  Your use of the Licensed Software, a Device, the Site, the Application, and all CentriosTM Services is governed by ASSA ABLOY’s Terms of Use, available here. You further agree to comply with, and use the Device, the Site, the Licensed Software, the Services, and/or the Application in accordance with, all documentation and instructions provided therewith and further herein. A User who is issued digital key credentials to access a Device via a personal device (e.g., through the Application) must have an Account. If you are an Account Holder, you agree to maintain and promptly update your Account information as necessary for it to remain accurate and current.

C.    Privacy Policy.  Please refer to our Privacy Notice for information about how we collect, use, store, and disclose your personal information. By entering into this EULA and using the Licensed Software you are agreeing to the terms and conditions of our Privacy Notice.

D.    Invited Users and Device Controllers. The Owner and/or a Device Controller can invite Users to access the CentriosTM system to interact with a Device. The Owner or Device Controller will cause the CentriosTM system to generate a username and password, whereby a User (and a new Device Controller) may log into their Account, and then can interact with a Device through the Licensed Software (via the Site or on a personal device (e.g. on the Application via a digital key)). If a User does not elect to have an Account to interact with a Device via a personal device, such User may nevertheless use a Device through credentials issued by the Owner or a Device Controller (such as PIN codes, key cards, and fobs). A Device Controller may also invite other persons to be additional Device Controllers, who also can access the CentriosTM system for purposes of its management and control. Users are not permitted to authorize any other person to access the Licensed Software. Device Controllers remain responsible for the use of the Devices, Licensed Software, and the Application by Users and additional Device Controllers. Device Controllers are responsible to choose only trusted persons to be Users (or additional Device Controllers). In doing so you as a Device Controller are giving Users and any additional Device Controllers the ability to access and operate a Device through the embedded Licensed Software. When a Device Controller offers a User or an additional Device Controller the opportunity to use a Device and the Licensed Software, a Device Controller assumes all responsibility and liability for such interaction with a Device, and any damage or loss that any such person may cause to you, Company, or any third-party.

This EULA (including our Privacy Notice) applies to all uses of the Licensed Software and/or Application by Users and Device Controllers. As further described in our Privacy Notice, we may share User’s Account information with our business partners to enable them to provide you with our Licensed Software, Site, Application, Device and other Services. Device Controllers must make Users aware that, as a Device Controller, you will be able to see information about their use of and access to a Device, the Site, the Application and the Licensed Software and, further, that you may revoke or limit Users’ or other Device Controllers’ access rights in your discretion without notice.

As is related above and elsewhere in this EULA, if a User does not want to utilize the Licensed Software through the Site or the Application, or for your information to be used or shared, please decline the invitation and do not use the Licensed Software through the Site or the Application, as applicable. For the avoidance of doubt, this situation is broader than a User merely declining to log into an Account. Again, depending upon the applicable return policy and period set forth in the Limited Warranty for the Device, and the return policy and period provided by your place of purchase, you might be able to return any unused (and unopened from its package) Device for a refund.

2.     Security; Updates; Open-Source

A.    Security.  Device Controllers are responsible for maintaining the security of controlled Devices and the Licensed Software. Device Controllers also must take reasonable steps to protect Account information and each User’s access to the Licensed Software and any Device. However, use of a Device, the Licensed Software, the Site, the Application, and the Services is each User’s and Device Controller’s responsibility. We strongly recommend that Users should not access or use the Device (and the Licensed Software embedded therein) on or through a personal device that is in “developer mode,” or has a “jail broken” or “rooted” operating system, as this can potentially allow other applications to circumvent security features on your personal device. Any use of a personal device is at each User’s own risk. You agree that we will not be liable for any loss of functionality and you will indemnify us for all damage or liability caused by use of such personal devices.

B.    Updates. The Licensed Software may, without additional notice, automatically download and install updates on your Device and then further inform us of such installation. If you do not agree to such automatic updates, you must not agree to this EULA and should not use the Device. If you agree to this EULA and do not cease using your Device, automatic updates will be installed on your Device from time-to-time. If you do not agree to automatic updates but nevertheless wish to continue using your Device, you acknowledge that you may be required to manually install updates of the Licensed Software to continue to use your Device, and you agree to promptly manually install any such updates that Company provides for such non-automatic updating. Your continued use of the Device is your consent to such automatic or manual updates. Failure to install such updates may expose you to security risks and/or limit the functionality of the Application and/or the Device (including the Licensed Software embedded therein).

C.    Open-Source. The Licensed Software may contain or be distributed with open-source software, which may be covered by a different license. You agree that all open-source software shall be and shall remain subject to the terms and conditions under which it is provided, and that you are responsible for compliance with such terms and conditions (as well as those of this EULA).

3.     license grant to the licensed software

Subject to the terms and conditions of this EULA, Company grants to you a limited, nontransferable, non-sublicensable, nonexclusive, revocable, worldwide license (subject to any legal restrictions on export or use) to use the Licensed Software (and the Application, if you download it) with respect to all Devices that you use, control, install, provide maintenance to, or otherwise utilize, all in accordance with the documentation or instructions provided with the Device. This limited license is granted solely for Device operation by Users and Device Controllers. Documentation and instructions provided with the Licensed Software (including via the Site and/or the Application) and Device shall be considered part of the Licensed Software. Without limiting the generality of the foregoing, an Owner may transfer all of your license rights to the Licensed Software to a third-party in connection with your transfer of a Device (including the Licensed Software embedded therein); provided that such transfer is conditioned upon the transferee (i.e., the ostensible new Owner) of the Device agreeing to the terms and conditions of this EULA, and if such third-party does not agree to the terms and conditions of this EULA, such transfer shall be null and void.

4.     Use Restrictions

The rights granted to you in this EULA are subject to the following restrictions: (a) you shall use the Licensed Software solely as licensed above, and shall not (other than with respect to Device Controllers granting credentials to Users and other Device Controllers in accordance with applicable terms and conditions), otherwise license, sell, rent, lease, transfer, assign (except for a permitted transfer by an Owner of a Device as provided in in Section 3.A. of this EULA), distribute, host, outsource, disclose, or otherwise commercially exploit the Licensed Software or Account information or make the Licensed Software or Account information available to any third-party; (b) you shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of a Device or the Licensed Software (except and only to the extent that such restriction is expressly prohibited under applicable law); (c) you shall not access or use the Licensed Software for benchmarking or competitive analysis, or in order to build a similar or competitive product or service; (d) you shall not let anyone tamper with a Device in a way that impacts the functionality and security of a Device; (e) except as expressly stated in this EULA, no part of the Licensed Software or Account information may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means (electronic or otherwise); (f) unless the Company expressly states otherwise, any future release, update, or other addition to functionality of the Licensed Software shall be subject to the terms and conditions of this EULA; (g) all use of a Device, the Licensed Software, the Application and the Site shall be in compliance with applicable law, including without limitation all local laws, such as building codes and regulations; and (h) all aspects of the use of a Device, the Application, the Licensed Software, and the Site shall be in compliance with any third-party licensing terms that govern the use of open-source components that may be included in the Licensed Software, the Site, the Application, and/or the Device. In using a Device (whether or not such use involves the use of the Licensed Software via the Site or the Application), you shall also comply with the applicable restrictions described above. The limited license granted in this EULA is solely for internal use by Device Controllers and Device installers and personal use (i.e., non-commercial use) by Users.

5.     Intellectual Property Ownership; Feedback

A.    Intellectual Property Ownership. All right, title, and interest, including all intellectual property rights, in and to the Licensed Software, the Site, the Application, and the Devices shall be owned and retained by Company or our content creators, suppliers, or licensors (as applicable). As between you and Company, all right, title, and interest, including all intellectual property rights shall be owned and retained by Company. You shall not engage in any act that interferes with Company’s business or violates or infringes Company’s intellectual property rights or any intellectual property rights of our content creators, suppliers, or licensors (as applicable). Any rights not expressly granted by Company in this EULA are reserved. The Licensed Software and the Application are licensed and not sold. Any reference to “sale” or “purchase” shall only mean and refer to Devices. 

B.    Feedback. By sending us any feedback, comments, questions, ideas, proposals, or suggestions concerning Company, the Licensed Software, the Site, the Application and/or the Device(s), whether online, by email, by postal mail, or otherwise (collectively, “Feedback”), you represent and warrant (i) that you have the right to disclose the Feedback, (ii) that the Feedback does not violate the rights of any other person or entity, including, but not limited to, intellectual property rights (any such violation to include, but not be limited to, infringing a copyright, trademark, or patent; violating a right of privacy, attribution, or withdrawal; or otherwise misappropriating a trade secret), and (iii) that your Feedback does not contain the confidential or proprietary information of any third-party or parties. By sending us any Feedback, you further (1) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (2) acknowledge that we may have something similar to the Feedback already under consideration or in development, and (3) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license, in accordance with all intellectual property rights and laws, to use, make, have made, and incorporate the Feedback into the Licensed Software, the Site, the Application and/or the Device(s), and to modify, copy, display, perform, distribute, prepare derivative works of, or publish, distribute, and sublicense the Feedback, in each case without any credit or compensation to you. The entirety of this Section 5 shall survive any termination of your use of the Licensed Software and/or Device(s).

6.     Confidentiality

A.    Confidential Information. You acknowledge that Company may intentionally or inadvertently disclose, deliver, or permit access by you to information, data, or materials that are secret, proprietary, and/or confidential to Company, including as may be so designated by statute, regulation, common law, or the terms and conditions of this EULA (including the Terms of Service, discussed at Section 1.B. of this EULA). All the foregoing information, data, and materials are referred to collectively in this EULA as the “Confidential Information,” as that term is further defined and described below. Without in any way limiting the generality of the definition of Confidential Information, the term Confidential Information shall also expressly include the Licensed Software, Application, Account information, Site and all other data, information, and materials therein or otherwise disclosed to you by Company that Company identifies as secret, proprietary, and/or confidential, or that a reasonable person would expect to be confidential, given its content or the circumstances surrounding its disclosure. All of the foregoing shall be Confidential Information under this EULA irrespective of its field of use and whether it is: (i) owned by Company, leased, or licensed from third-parties; (ii) in intangible or tangible format (but if intangible format, then regardless of such format, including “virtual” (i.e., electronic) format); and (iii) actually disclosed to you, but if actually disclosed, whether in whole or in part, or orally or in writing.

B.    Non-Disclosure and Non-Use. You shall hold all Confidential Information in the strictest confidence and shall not disclose or provide such Confidential Information to any third-party without the express written consent of Company, both during the term of this EULA and for a period of at least five (5) years after termination of this EULA; provided that any source code or other trade secret you receive or have access to shall be held in confidence in perpetuity or for so long as such information remains a trade secret under applicable law. You shall not make any use of such Confidential Information whatsoever except such limited use as is required to use the Licensed Software, the Application, the Site and/or the Device pursuant to this EULA. You shall immediately notify Company in writing upon discovery or reasonable suspicion of any unauthorized access, use, or disclosure of Confidential Information or any other breach of this EULA and shall cooperate with Company in every reasonable way to regain possession of such Confidential Information and prevent any further unauthorized access, use, or disclosure. If you are required by a court or other body of competent jurisdiction to disclose any Confidential Information, you may disclose only so much Confidential Information as is legally required; provided that you shall have (i) immediately given notice of such compelled disclosure to Company to allow Company a reasonable opportunity to object to such disclosure, and (ii) cooperated fully with Company in obtaining and enforcing a protective order or other appropriate means of safeguarding any Confidential Information so required to be disclosed. In the event such protective order is not obtained, you shall disclose the Confidential Information only to the extent necessary to comply with applicable legal requirements.

7.     Indemnification

A.    Indemnification.  You agree to indemnify, defend, and hold harmless the Company and its subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns, and employees, from and against any and all losses, claims, damages, judgments, demands, actions, proceedings, investigations (whether formal or informal), or expenses (including reasonable attorneys’ fees), or threats thereof (collectively, a “liability event”), due to, arising out of, or relating to (i) your breach of this EULA or the documents incorporated in this EULA by reference or hyperlink, (ii) your violation of (1) any law or regulation, or (2) the rights of a third-party, or (iii) your use of the Licensed Software, Application, Site, and/or Device.

B.    Indemnification Procedures. In case of such liability event referred to in Section 7.A. above, we will attempt to provide you with notice of such liability event at the contact information we have on file for your Account, provided that you are an Account Holder. Our failure or inability to deliver such notice shall not eliminate or reduce your indemnification obligations under this EULA. Company reserves the right, at its own cost, to assume the exclusive defense and control of any liability event otherwise subject to indemnification by you, in which event you will fully cooperate with Company in asserting any available defenses. You agree that the provisions in this Section 7 will survive any termination of your Account (if you have created one), this EULA, or your access to the Licensed Software, Device, Site, and/or Application.

8.     Disclaimers and Limitations on our Liability

A.    Company Makes No Representations or Warranties; Disclaimer.  THE DISCLAIMER OF LIABILITY IN THIS SECTION 8 IS AN ESSENTIAL PART OF THIS EULA.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE USE OF, OR INABILITY TO USE, THE LICENSED SOFTWARE, THE SITE, THE APPLICATION, AND/OR ANY DEVICE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT OF ANY OF THE SAME IS WITH YOU.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE LICENSED SOFTWARE, THE SITE, THE APPLICATION, AND EACH DEVICE ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. COMPANY PROVIDES LIMITED REMEDIES SOLELY AS SET FORTH IN ITS LIMITED WARRANTY WITH RESPECT TO DEVICE HARDWARE ONLY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND ITS AFFILIATES, SUBSIDIARIES, AND ITS SUPPLIERS, LICENSORS, AND RESELLERS, DISCLAIM ALL OTHER IMPLIED OR ANY EXPRESS OR STATUTORY WARRANTIES RELATING TO THE LICENSED SOFTWARE AND/OR DEVICES, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE, NON-INFRINGEMENT, AND WARRANTIES AGAINST HIDDEN OR LATENT DEFECTS. COMPANY AND OUR LICENSORS, SUPPLIERS AND RESELLERS MAKE NO WARRANTY THAT: (I) USE OF THE LICENSED SOFTWARE  WILL BE (1) SECURE, UNINTERRUPTED, TIMELY, OR ERROR-FREE, OR (2) THE SITE, THE DEVICE, OR THE APPLICATION WILL BE COMPATIBLE WITH YOUR NETWORK, COMPUTER OR PERSONAL DEVICE, (II) DEFECTS OR ERRORS IN THE LICENSED SOFTWARE AND/OR ANY DEVICE WILL BE CORRECTED, (III) THAT THE LICENSED SOFTWARE, AND/OR DEVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (IV) THE LICENSED SOFTWARE AND/OR DEVICE ARE FREE OF MALWARE, VIRUSES, OR OTHER HARMFUL COMPONENTS. WE RESERVE THE RIGHT, IN OUR DISCRETION, TO PROVIDE UPDATES OR UPGRADES TO THE LICENSED SOFTWARE AND/OR TO FIX ANY DEFECT, ERROR, OR BUG IN THE LICENSED SOFTWARE AND/OR DEVICE.

The Licensed Software may be subject to sporadic interruptions and failures for a variety of reasons beyond Company’s REASONABLE control, including without limitation, BROADBAND network and/OR mobile network failures and coverage limitations, service provider uptime, and acts of god AND OTHER FORCE MAJEURE EVENTS. Further, THE Licensed Software RELIES on or interoperateS with a number of third-party products and services, which are beyond Company’s control (e.g., the internet generally and third-party service providers that we use for networking and storage), but their operation may impact THE LICENSED SOFTWARE’S use and reliability. These third-party products and services may not operate in a reliable manner all of the time, and they may impact the way that the Licensed Software AND/OR DEVICE operate(s). ACCORDINGLY, Company is not responsible for damage and loss due to the operation of SUCH third-party products and services. You acknowledge these limitations and agree that Company is not responsible for any damage OR LOSS allegedly caused by the failure or delay of the Licensed Software to reflect any current status or notifications.

NO DATA OR INFORMATION (INCLUDING ACCOUNT INFORMATION), WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH THE LICENSED SOFTWARE SHALL CREATE ANY WARRANTY. THE RELIANCE ON ANY SUCH DATA OR INFORMATION OBTAINED THROUGH THE LICENSED SOFTWARE IS AT THE USER’S OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, THE USER IS SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS FROM THE USE OF SUCH DATA OR INFORMATION.

IF APPLICABLE LAW REQUIRES ANY IMPLIED WARRANTIES WITH RESPECT TO THE LICENSED SOFTWARE AND/OR DEVICE, THEN, TO THE MAXIMUM EXTENT ALLOWED BY LAW, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF YOUR FIRST USE OF LICENSED SOFTWARE OR DEVICE PURCHASE, WHICHEVER IS EARLIER. SOME STATES, PROVINCES AND/OR COUNTRIES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE LIMITATIONS DESCRIBED ABOVE MAY NOT APPLY TO YOU.

B.    Limitation on Liability.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO CASE SHALL COMPANY, OUR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, INTERNS, SUPPLIERS, SERVICE PROVIDERS, OR LICENSORS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA (INCLUDING ACCOUNT INFORMATION), REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM THIS EULA, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE LICENSED SOFTWARE, AND/OR DEVICE, IN ANY CASE INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE LICENSED SOFTWARE, AND/OR ANY OTHER CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE LICENSED SOFTWARE, EVEN IF ADVISED OF SUCH POSSIBILITIES.

THIS DISCLAIMER APPLIES, WITHOUT LIMITATION, TO ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, ANY THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR LOSS OR USE OF ANY RECORD OR DATA (INCLUDING ACCOUNT INFORMATION), AND ANY OTHER TANGIBLE OR INTANGIBLE LOSS.

COMPANY AND ITS SUBSIDIARIES AND AFFILIATES WILL HAVE NO LIABILITY FOR ANY: (I) ERRORS, MISTAKES, OR INACCURACIES OF THE LICENSED SOFTWARE; (II) PERSONAL INJURY, PROPERTY DAMAGE OR PROPERTY LOSS RESULTING FROM YOUR ACCESS TO OR USE OF THE LICENSED SOFTWARE AND/OR DEVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL INFORMATION OR USER DATA (INCLUDING ACCOUNT INFORMATION); (IV) ANY INTERRUPTION OF, OR TRANSMISSION TO OR FROM, THE LICENSED SOFTWARE AND A DEVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE LICENSED SOFTWARE; (VI) LOSS OR DAMAGE CAUSED BY ANOTHER USER’S VIOLATION OF THIS EULA; (VII) DAMAGE OR LOSS CAUSED BY DELAYS AND/OR FAILURES TO ENTER THE PREMISES WHEREIN A DEVICE IS LOCATED; AND/OR (VIII) DAMAGE OR LOSS CAUSED BY UNAUTHORIZED SERVICE OR MAINTENANCE TO, OR UNAUTHORIZED ACCESS TO, THE LICNESED SOFTWARE  OR A DEVICE.

UNDER NO CIRCUMSTANCS WILL THE TOTAL AGGREGATE AMOUNT THAT COMPANY MAY BE LIABLE TO YOU EXCEED THE LESSER OF (I) $100.00 OR (II) THE AMOUNT PAID TO COMPANY FOR THE APPLICABLE DEVICE. COMPANY SHALL BEAR NO LIABILITY WHATSOEVER TO ANY USER OR DEVICE CONTROLLER.

BECAUSE SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

9.     Dispute Resolution

A.    Mandatory Arbitration of Disputes.  Except as otherwise specified in this Section 9, you and Company agree that any dispute, claim, or controversy (collectively, “Disputes”) arising out of or relating to this EULA or the breach, termination, enforcement, interpretation, or validity hereof, or the use of the Licensed Software (whether via the Site or the Application) or Device will be resolved solely by binding, individual arbitration and not in a class, representative, or consolidated action or proceeding. You and Company agree that the U.S. Federal Arbitration Act will govern all Disputes, and that you and Company are each waiving the right to a trial by jury or to participate in a class, representative, or consolidated action with respect to any Disputes. This arbitration provision shall survive termination of this EULA.

B.    Exceptions.  As limited exceptions to Section 9.A. above: (i) either party may seek to resolve a Dispute in small claims court, if it so qualifies; and (ii) each party retains the right to seek injunctive or other equitable relief from a court of competent jurisdiction to prevent (or enjoin) the infringement or misappropriation of its respective intellectual property rights.

C.    Conducting Arbitration and Arbitration Rules.  Except as modified by this EULA, the arbitration of any Dispute will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. An AAA form Demand for Arbitration is available here and at www.adr.org.

D.    Arbitration Costs.  Payment of all filing, administration, and arbitration fees for any Dispute will be governed by the AAA Rules, and each party shall bear its own costs and expenses of arbitration, including legal fees.

E.    Injunctive and Declaratory Relief.  Except as provided in Section 9.B. above, the arbitrator of any Dispute shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail in a Dispute and seek public injunctive relief (meaning, with the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual Dispute in arbitration.

F.    Consolidation of Claims.  An arbitrator may not consolidate another person’s claims with the Disputes of either party and may not otherwise preside over any form of a representative, consolidated, or class proceeding with respect to either party. If this specific provision is found to be unenforceable, then the entirety of this Section 9 shall be null and void.

10.  Miscellaneous Terms

A.    This EULA May Change.  We reserve the right, at our sole discretion, to update, change, modify, or replace any part of this EULA by posting updates and changes to the Site and/or Application. We may elect to notify you of such changes by mail, email, online posting (i.e., via the Site or the Application) of a modified EULA, or some other similar manner. However, it is your responsibility to check the Site and/or Application (as applicable) regularly for changes to the EULA. Your continued use of or access to the Licensed Software following the posting of any changes to this EULA on the Site or in the Application constitutes acceptance of those changes.

B.    Severability.  If any provision of this EULA is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from this EULA; provided, however, that such determination shall not affect the validity and enforceability of any other provisions.

C.    Termination.  The terms and conditions of this EULA, and the rights and obligations hereunder, are effective on the date you first use the Licensed Software (whether via the Site, the Application, or on a Device) and shall continue unless and until terminated by you or us. You may terminate this EULA at any time, effective immediately, by notifying us in writing that you no longer wish to use the Licensed Software, or when you cease using our Licensed Software (and delete your Account, if you are an Account Holder). We are free to terminate or suspend your access to the Licensed Software if (i) you fail, or we suspect that you have failed, to comply with any term or provision of this EULA or (ii) for any other reason in our sole discretion. We also may terminate this EULA at any time without notice for any reason and in our sole discretion. In the event you are in violation of this paragraph, Company will use commercially reasonable efforts to provide you with notice of any action to be taken under this EULA, and, in Company’s sole discretion, an opportunity to remedy such violation. In such case, if you believe that you have not violated this EULA and that such action has been made in error, please contact us immediately and directly in accordance with Section 11 of this EULA. Upon termination of this EULA, the rights and obligations granted herein shall terminate and you shall promptly cease any use of the Licensed Software (whether via the Site or the Application) and the Device. In the event the Device cannot be used without your use the Licensed Software (whether via the Site, the Application, or the Device itself), you must cease using the Device, but the terms and conditions of this EULA which by their nature are intended to survive termination shall remain in effect. By way of example, but without limitation, all the following will survive such termination: any obligation you have to indemnify us, any limitations on our liability, and any terms regarding ownership or intellectual property rights.

D.    No Assignment of the EULA.  Except in connection with a permitted transfer of your Device (as described below and in Section 3.A.), you may not assign this EULA to any other person. Notwithstanding anything in this EULA to the contrary, if you, as an Owner, transfer your Device(s) to a new owner, any such transfer will be subject to the terms and conditions of the applicable EULA then in effect. Users may not transfer any Device or credentials to use a Device or the Services to another person. We may freely assign this EULA or delegate any or all of our rights and responsibilities under this EULA to any third-party without notice to you.

E.    Governing Law and Jurisdiction.  Subject to Section 9 of this EULA, all Disputes arising out of or relating to the EULA that are capable of resolution hereunder by resort to civil litigation in keeping with Section 9 shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware in the United States of America, without regard to its conflict of laws principles. Such Disputes will be resolved exclusively in the federal and state courts in Delaware, and you and we consent to personal jurisdiction in those courts.

F.    Waiver.  No delay or omission by us in exercising any rights or remedies under this EULA shall impair such right or remedy or be construed as a waiver of any such right or remedy. Any single or partial exercise of a right or remedy by us shall not preclude our further exercise of such or any other right or remedy. No waiver by us shall be valid unless in writing signed by us.

G.    Headings.  The headings used in this EULA are included for convenience only and will not limit or otherwise affect this EULA.

H.   Entire Agreement.  This EULA (including the Terms of Service discussed at Section 1.B. of this EULA) and any policies or operating rules posted by us on our Site and/or Application in respect to this EULA, the Licensed Software, the Application, the Site, and/or any Device constitutes the complete and exclusive agreement and understanding between you and us related to the Licensed Software, the Application, the Site, and the Device, and supersedes any prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the EULA). Any ambiguities in the interpretation of this EULA shall not be construed against the drafting party.

I.      US Government Users.  The Licensed Software, Application and Device (and all related documentation) are “commercial items” (as such term is defined at 48 C.F.R. Part 2.101) consisting of “commercial computer software” and “computer software documentation” (as such terms are respectively defined in 48 C.F.R. Part 252.227-7014(a)(1) and 48 C.F.R. Part 252.227-7014(a)(5), and used in 48 C.F.R. Part 12.212 and 48 C.F.R. Part 227.7202, as applicable). Consistent with 48 C.F.R. Part 12.212, 48 C.F.R. Part 252.227-7015, 48 C.F.R. Part 227.7202-1 through 227.7202-4, 48 C.F.R. Part 52.227-19, and other relevant sections of the Code of Federal Regulations (C.F.R.), the Licensed Software, the Application, and the Device (and all related documentation with respect to any of the same) are distributed and licensed to U.S. Government Users only (i) as commercial items, and (ii) with such rights as are granted to all other Users pursuant to the terms and conditions of this EULA and the Terms of Service (discussed at Section 1.B. of this EULA).

J.     Compliance with Export Laws.  You agree that the Licensed Software (in the form of the Application) and any Device (and any technical data related thereto or a direct product thereof or derived therefrom) will not be shipped, transferred, exported, or re-exported directly or indirectly into any country or used in any manner prohibited by the United States Export Administration Regulations (“EAR”) and any other export laws, restrictions, or regulations (collectively the “Export Laws”), as applicable to the Licensed Software (in the form of the Application) and any Device (and any technical data related thereto or a direct product thereof or derived therefrom). In addition, if the Licensed Software (in the form of the Application) and any Device (and any technical data related thereto or a direct product thereof or derived therefrom) is identified as an export controlled item under the EAR or Export Laws, you represent and warrant that you are not a citizen of, or otherwise located within, an embargoed nation (including without limitation Iran, Syria, Cuba, North Korea, and the Crimea Region) and that you are not otherwise prohibited under the EAR or Export Laws from receiving the Licensed Software, Application, Device (or any technical data related thereto or direct products thereof). All rights to use the Licensed Software (in the form of the Application) and any Device (and any technical data related thereto or a direct product thereof or derived therefrom), are granted on condition that such rights are forfeited if you fail to comply with the terms and conditions of this EULA.

K.    Notices.  You acknowledge and agree that any notice we provide to you may be delivered through the Licensed Software (whether via the Site or the Application), by email (to the email address you provided to us upon Account registration), or by other electronic means.

11.  Contact Information

Questions about the EULA should be sent to us at care@centrios.com.