March 24, 2016
- DESCRIPTION OF APPLICATION. The Yonomi Application enables you to coordinate and automate certain connected devices and includes (a) any software made available to you by us and (b) the servers to which you will be connected by using such software, as well as any modification, improvements and updates thereto that we may make available to you from time to time (the "Application").
- License Grant. Subject to the terms and conditions of these Terms, we grant to you a limited, non-exclusive and non-transferable right and license to install and use the Application on one phone or tablet device solely for your personal use. We are under no obligation to provide technical support under these Terms and make no assurance that any specific errors in the Application will be corrected.
- Restrictions on Use. You will not, directly or indirectly, (a) modify, adapt, alter, translate, or create derivative works from the Application; (b) merge the Application with other software except as specifically permitted in the documentation; (c) sublicense, lease, rent, loan, distribute, sell or otherwise transfer or make available the Application to any third party except as specifically permitted by these Terms; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Application; (e) use the Application to process data or provide any service bureau activity for any third party except as specifically permitted by these Terms; (f) otherwise use the Application except as expressly allowed under this Section 2; (g) violate any local, state, federal or foreign law, treaty, regulation or convention applicable to you in connection with your use of the Application; (h) willfully tamper with the security of the Application or tamper with other customer accounts; (i) attempt to access data on the Application not belonging to or intended for you; (j) attempt to probe, scan or test the Application to breach the security or authentication measures without proper authorization; (k) willfully render any part of the Application unusable; (l) disclose your user name or password to any third party; or (m) use the Application to access or control devices not belonging to you.
- OWNERSHIP. You acknowledge and agree that as between us and you, title to and ownership of the Application, including all reproductions, corrections, enhancements, and other modifications, whether made by us or any third party, and all intellectual property rights therein, are and will at all times be deemed our sole and exclusive property. All rights not expressly granted to you in these Terms are reserved by us.
- YOUR OBLIGATIONS
- Your Personal Account Data. In order to use the Application, you must create an account. You must not allow anyone other than you to access and use the Account. By using the Application, you may be required to or may choose to provide, post, or make accessible to us, data or information about you ("Your Information"), and we may store Your Information on your behalf, all in connection with your use of the Application. Accordingly, you grant us and our agents and third-party partners a limited non-exclusive, non-transferable license to use, upload, display, copy and store such data in connection with providing the Application to you and for the purposes disclosed in one or more of our privacy policies available at https://www.yonomi.co. You represent and warrant that you have the right to provide us with the foregoing license and that the Data does not infringe or violate any patents, copyrights, trademarks or other intellectual property rights, or misappropriate the trade secret, or violate the privacy rights of any third party. As between you and us, you retain exclusive ownership of the Data. You acknowledge and agree that you remain solely responsible and liable for the Data.
- Your Devices. For the Application to work as designed, we require you to authorize us to access, control and collect data about your connected devices. By granting us this permission you are certifying that you indeed own the devices in question and are authorizing us to monitor and control them via the Application in accordance with your instructions.
- High Risk Activity. You acknowledge and agree that the Application is not intended for use with any high risk or strict liability activity, including, without limitation, life support or emergency medical operations or uses. We make no warranty and will have no liability arising from any use of the Application in any high risk or strict liability activities.
- EXTERNAL SERVICES. The Application may enable you to access third-party services and websites ("External Services"). Use of the External Services may display or make available content, data, information, applications or materials from third parties and may require you to accept additional terms. You understand and agree that we are not responsible for the content or availability of the External Services. You agree to use the External Services at your sole risk and that we will not have any liability to you for the content or availability of the External Services.
- TERMINATION. These Terms are effective until terminated as provided below. We may immediately terminate these Terms and the license granted hereunder if you fail to comply with these Terms. Upon such termination, you must immediately stop using the Application and destroy or delete all copies of the Application. You may terminate these Terms and the license granted hereunder at any time by destroying or deleting all copies of the Application. ALL DISCLAIMERS, LIMITATIONS OF LIABILITY AND ANY OTHER PROVISIONS INTENDED TO SURVIVE TERMINATION WILL SURVIVE ANY TERMINATION OF THESE TERMS AND CONTINUE IN FULL FORCE AND EFFECT.
- NO WARRANTY. THE APPLICATION IS PROVIDED "AS IS." WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE APPLICATION, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WE DO NOT WARRANT THAT THE APPLICATION WILL FUNCTION ERROR-FREE OR WITHOUT INTERRUPTION. YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY WARRANTIES WITH RESPECT TO APPLICATION WHEN ENTERING INTO THESE TERMS AND THAT YOU BEAR THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE APPLICATION.
- LIABILITY LIMITATION. OUR CUMULATIVE LIABILITY TO YOU FOR ANY LOSS OR DAMAGES ARISING OUT OF THESE TERMS OR RELATING TO THE APPLICATION WILL NOT EXCEED $50 OR THE AMOUNT OF LICENSE FEES PAID TO US BY YOU UNDER THESE TERMS, WHICHEVER IS LESS. HOWEVER, IN NO EVENT WILL WE BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OR DAMAGE TO DATA, LOSS OF ANTICIPATED REVENUE OR PROFITS, WORK STOPPAGE OR IMPAIRMENT OF OTHER ASSETS OR LOSS OF GOOD WILL, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT WE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THESE TERMS. We are under no obligation to continue to develop, productize, support, repair or in any way continue to provide the Application to you or any other party.
- INDEMNIFICATION. You will indemnify and hold harmless us and our agents, employees, contractors, directors, and officers, from all claims or causes of action, liabilities, damages, costs, fines, penalties, and expenses (including attorneys' fees) occurring from or related to your use or misuse of the Application, violation of these Terms or violations of any rights of a third party, or any allegation thereof. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification, and you will cooperate in our defense.
- Entire Agreement. These Terms, including any additional terms referenced in Section 4.4 above, constitutes the entire agreement between us and supersedes all previous and contemporaneous agreements, understandings and arrangements with respect to the subject matter hereof, whether oral or written. We reserve the right to change or modify these Terms and any other terms, conditions, or policies related to use of the Application at any time and at our sole discretion by posting revisions on our website (https://www.yonomi.co) or within the Application. Continued use of the Application following the posting of these changes or modifications will constitute your acknowledgement and agreement to the changes or modifications. No term or provision of these Terms will be considered waived by either of us, and no breach excused, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. If any provision of these Terms is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.
- Assignment. You may not assign or transfer, by operation of law or otherwise, any of your rights under these Terms (including any licenses granted herein) to any third party without our prior written consent. Any attempted assignment or transfer in violation of the foregoing will be null and void.
- Compliance With Laws. Each of us is responsible for our own compliance with laws, regulations and other legal requirements applicable to the conduct of its business and these Terms. You agree to comply with all such laws, regulations and other legal requirements.
- Governing Law and Dispute Resolution. These Terms will be governed by and construed under the laws of the United States and the State of Colorado. We both agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms. We each hereby submit to the exclusive jurisdiction of, and waive any venue objections against, the state and federal courts located in Denver, Colorado in any litigation arising out of or in connection with these Terms. Notwithstanding the foregoing, we each will have the right at any time to seek a temporary or permanent injunction or other equitable remedy or relief in any court having subject matter jurisdiction anywhere in the world.
- Contact Information. Any inquiries regarding these Terms or the Application may be addressed to us at 1877 Broadway, Suite 100, Boulder, CO 80302 or firstname.lastname@example.org.