SiteOwl Terms of Service

This agreement constitutes a legal and enforceable contract between SiteOwl Inc, and its customers that governs the use of SiteOwl’s Software-as-a-service offering.

Welcome to SiteOwl. SiteOwl, Inc. (“SiteOwl”, “us” or “we”) provides a SaaS-based platform and various mobile apps (as modified, collectively, the “Mobile Apps”) and together with the SaaS-based platform, as modified, collectively, the “SiteOwl Platform”) for building and maintaining security, audio and fire systems (as modified, collectively, the “Security Systems Services”) for its end-user customers and service provider customers, including their business users, technicians and third-party service providers (“Customer”, “you” or “your”). All defined terms used herein shall have the meanings prescribed to these terms in these Terms of Service.

IMPORTANT! THESE TERMS OF SERVICE (THE “TERMS”) TOGETHER WITH THE APPLICABLE ORDER (COLLECTIVELY, THE “AGREEMENT”) GOVERN YOUR USE OF THE SITEOWL PLATFORM, THE SECURITY SYSTEMS SERVICES, THE SITES AND THE OTHER SITEOWL SERVICES. IF YOU ARE AGREEING TO THE TERMS OF THIS AGREEMENT ON BEHALF OF YOUR ORGANIZATION, REFERENCES TO “YOU” OR “YOUR” SHALL MEAN YOU, YOUR ORGANIZATION AND ANY OTHER USER ACCESSING AND USING THE SITEOWL PLATFORM, THE SECURITY SYSTEMS SERVICES AND THE OTHER SITEOWL SERVICES ON BEHALF OF SUCH ORGANIZATION. BY CLICKING “I AGREE”, USING, OR ACCESSING THE SITEOWL PLATFORM, THE SITES OR ANY OF THE OTHER SITEOWL SERVICES, OR OTHERWISE SIGNIFYING YOUR ACCEPTANCE OF THE TERMS OF THIS AGREEMENT, YOU REPRESENT AND WARRANT THAT (A) YOU ARE AUTHORIZED TO ENTER THIS AGREEMENT FOR AND ON BEHALF OF YOURSELF (AND YOUR ORGANIZATION), AND ARE DOING SO, (B) YOU (AND YOUR ORGANIZATION) CAN LEGALLY ENTER INTO THIS AGREEMENT AND (C) YOU HAVE READ AND UNDERSTAND AND AGREE THAT YOU (AND YOUR ORGANIZATION) AND EACH USER SHALL BE BOUND BY THIS AGREEMENT AND SITEOWL’S PRIVACY POLICY [legal/privacy-policy-product] (THE “PRIVACY POLICY”) AND ALL MODIFICATIONS AND ADDITIONS PROVIDED FOR. IF YOU DO NOT HAVE THE LEGAL AUTHORITY TO BIND YOUR ORGANIZATION, PLEASE DO NOT ACCESS OR USE ANY OF THE SITEOWL SERVICES. IF YOU DO NOT AGREE TO THIS AGREEMENT OR THE PRIVACY POLICY, PLEASE DO NOT USE THE SITEOWL PLATFORM, THE SECURITY SYSTEMS SERVICES OR ANY OF THE OTHER SITEOWL SERVICES.

This Agreement contains an Arbitration provision which will, with limited exception, require you to submit disputes you have against SiteOwl to binding and final arbitration. You will only be permitted to pursue claims against SiteOwl on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

1.Definitions. Capitalized terms have the meanings set forth in this Section 1, the Order or otherwise set forth in this Agreement:

“Access Protocols” means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Authorized Users to access the Security Systems Services and the SiteOwl Platform.

“Additional Services” means any additional services to be provided by SiteOwl as specified in the applicable Order.

“Administrator” means the account owner or other representative of Customer who is responsible for managing the access and use of the Security Systems Services and the SiteOwl Platform.

“Authorized Service Provider” means an independent third-party service provider that has been engaged by an End-User Customer or a Service Provider Customer to provide certain services for building and maintaining security, audio and/or fire systems and that has agreed to be bound by the Terms of Use.

“Authorized Client” means an independent third party that has engaged a Service Provider Customer to provide certain services for building and maintaining security, audio and/or fire systems and that has agreed to be bound by the Terms of Use.

“Authorized Users” means a Customer’s business, technical and other users, including any Authorized Service Providers and Authorized Clients, that have been authorized by the Administrator to access and use the Security Systems Services, as set forth in the applicable Order. Authorized Users may also include business, technical and other users of an Authorized Service Provider or an Authorized Client.

Contracted Services” means the services that (a) a Service Provider Customer is providing to an Authorized Client that require the access and use of the Security Systems Services and the SiteOwl Platform and (b) an Authorized Service Provider is providing to an End-User Customer or to or on behalf of a Service Provider Customer that require the access and use of the Security Systems Services and the SiteOwl Platform.

“Customer Data” means any data, information, or material provided or submitted by Customer or an Authorized User to SiteOwl in the course of utilizing the Security Systems Services and the SiteOwl Platform, including, the list of Permitted Devices and any data, information or material of an Authorized User. “Customer Parties” means Customer and its Authorized Users, affiliates, contractors, directors, officers, employees, agents, third-party partners, licensors and suppliers.

“Documentation” means the documentation and other materials, if any, provided or made available by SiteOwl to Customer that describe the features, functionality, or operation of the Security Systems Services.

“Effective Date” means the date that Customer first has access to the Security Systems Services or as otherwise provided in the applicable Order or mutually agreed by the parties.

“End-User Customer” means a Customer that has been authorized in the applicable Order to access and use the Security Systems Services and the SiteOwl Platform for its own internal purposes, subject to and in accordance with the terms of the applicable Order, these Terms and the terms and conditions set forth in Exhibit A.

“Error” means a reproducible failure of the Security Systems Services and/or the SiteOwl Platform to substantially conform to the Documentation.

“Error Corrections” means bug fixes or workarounds intended to correct Errors.

“Intellectual Property Rights” means all (a) patents, patent disclosures and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, (c) copyrights and copyrightable works (including computer programs), and rights in data and databases, (d) trade secrets, know-how and other confidential information, and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

“Losses” means all claims, demands, losses, injuries (including personal injury, sickness, or death), damages (including property damage), liabilities, deficiencies, actions, judgements, interest, awards, penalties, fines, costs or expenses of whatever kind, and other liabilities of any kind or nature, whether sounding in contract, tort, strict liability or otherwise, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“Order” means SiteOwl’s order form or other document that includes the subscription and other fees, the payment terms and other information related to the Security Systems Services and other SiteOwl services, the Service Limits and the Additional Services.

“Payment Processor” means a third-party payment processor as directed by SiteOwl (e.g., Stripe, WePay etc.) that SiteOwl may use to process credit and debit card payments.

“Permitted Devices” means the devices covered by the Security Systems Services and the SiteOwl Platform for Customer and any Authorized User, including access control and security hardware, motion sensors, video cameras and access control devices and their associated hardware, wiring, and other installation materials.

“Representatives” means, with respect to a party, that party’s and its affiliates’ employees, officers, directors, consultants, agents, independent contractors, service providers, sublicensees, subcontractors and legal advisors.

“Service Limits” means, as specifically set forth on the applicable Order, the limits on the number of (a) Authorized Users, (b) Permitted Devices and (c) any other limitations implemented by SiteOwl.

“Service Provider Customer” means a Customer that has been authorized in the applicable Order to access and use the Security Systems Services and the SiteOwl Platform to provide the Contracted Services directly to Authorized Clients, subject to and in accordance with the terms of the applicable Order, these Terms and the terms and conditions set forth in Exhibit A.

“SiteOwl Content” means the information, status of Permitted Devices, documents, software, products and services contained or made available to Customer in the course of using the Security Systems Services, the SiteOwl Platform, the Sites and the other SiteOwl services.

“SiteOwl Parties” means SiteOwl and its affiliates, contractors, directors, officers, employees, agents, third-party partners, licensors and suppliers.

“Sites” means https://getsiteowl.com/, https://site-owl.com and any other websites owned or controlled by SiteOwl.

“Terms of Use” means the terms of use that all Authorized Users must agree to in order to access and use the Security Systems Services and the SiteOwl Platform. The current version of the Terms of Use is available at [https://getsiteowl.com/].

“User” means Customer, any Authorized User or any other user of the Security Systems Services or the SiteOwl Platform.

2.Eligibility. To access and use the Security Systems Services, the SiteOwl Platform, the Sites and the other SiteOwl services, you must be at least 18 years of age. BY CLICKING THE “I AGREE” BOX, BY ACCESSING OR USING THE SECURITY SYSTEMS SERVICES, THE SITEOWL PLATFORM OR ANY OF THE OTHER SITEOWL SERVICES, YOU REPRESENT THAT:

  • YOU HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM THE SITE, THE SECURITY SYSTEMS, THE SITEOWL PLATFORM, OR ANY OF THE OTHER SITEOWL SERVICES;
  • YOU CONFIRM THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH SITEOWL;
  • YOU WILL COMPLY WITH THIS AGREEMENT AND ALL APPLICABLE LOCAL, STATE AND NATIONAL, RULES AND REGULATIONS; AND
  • YOU ARE NOT A COMPETITOR OF SITEOWL AND DO NOT INTEND TO USE THE SITEOWL PLATFORM, THE SECURITY SYSTEMS SERVICES OR ANY OF THE OTHER SITEOWL SERVICES FOR REASONS THAT ARE IN COMPETITION WITH SITEOWL OR OTHERWISE TO REPLICATE SOME OR ALL OF THE OTHER SITEOWL SERVICES FOR ANY REASON.

3.Privacy. Your privacy (and the privacy of any Authorized Users) is important to SiteOwl. Our goal is to make the SiteOwl Platform, the Security Systems Services and the other SiteOwl services as good, useful and rewarding for you as possible. In order to do that, SiteOwl may collect and process information from you when you use the Security Systems Services, the SiteOwl Platform or any of the other SiteOwl services. SiteOwl will collect certain personally identifiable information from you as set forth in more detail in our Privacy Policy. By accessing or using the Security Systems Services and the SiteOwl Platform or any of the other SiteOwl services, you agree that SiteOwl may collect, use and disclose, as set forth in the Privacy Policy, the information you provide when you access and use the Security Systems Services and the SiteOwl Platform or any of the other SiteOwl services, and in some cases, information that is provided by or through any of the SiteOwl services.

4.The Security Systems Services.

4.1 Access and Use. To access and use the Security Systems Services and the SiteOwl Platform, you, as the Administrator, must register and create an account and pay the applicable Fees (as described below in Section 5.1).

4.2 Authorized Users.

(a) The Administrator shall be solely responsible for authorizing potential Authorized Users to access and use the Security Systems Services and the SiteOwl Platform.

(b)Each Authorized User will be assigned a unique user identification name and password (“User ID”) for access to the Security Systems Services and the SiteOwl Platform. User IDs cannot be shared or used by more than one Authorized User. Customer shall be responsible for preventing unauthorized access to, or use of, the Security Systems Services and the SiteOwl Platform, and shall notify SiteOwl promptly of any such unauthorized use known to Customer. Customer will inform SiteOwl immediately following any unauthorized use of the Security Systems Services or the SiteOwl Platform or should any Access Protocols be compromised. Customer shall be (i) fully and solely responsible for all activities that occur under Customer’s account and the security of the Access Protocols, including, the User IDs and the activities of the Authorized Users, and (ii) fully liable for any breach by any User of this Agreement as if such breach were made by Customer.

4.3Registration Data. In registering and creating an account, you agree to (a) provide true, accurate, current, and complete information about yourself as prompted during the registration and account creation process (“Registration Data”), and (b) maintain and promptly update the Registration Data, including your payment information, to keep it true, accurate, current and complete. You are responsible for all activities that occur under your account. If you provide any information that is untrue, inaccurate, not current, or incomplete, or SiteOwl has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, SiteOwl has the right to suspend or terminate your account and prohibit you from accessing and using the Security Systems Services and the SiteOwl Platform and/or any of the other SiteOwl services. You agree not to create an account using a false identity or false information, or on behalf of someone other than yourself.

5.Fees, Payments and Refunds.

5.1 Fees.

(a) To access and use the Security Systems Services and the SiteOwl Platform, you must pay the applicable subscription fees and any fees for Additional Services and any other fees as set forth on the applicable Order (collectively, the “Fees”). The Fees for any Renewal Term shall be SiteOwl’s current (i) standard subscriptions fees , (ii) fees for any Additional Services and (iii) any other fees at the time of renewal unless otherwise agreed in writing by the parties.

(b) Customer may add additional Authorized Users and add Permitted Devices at any time during a Term subject to payment of the applicable Fees in accordance with the applicable Order. The number of Permitted Devices and Authorized Users may only be decreased at the time of the renewal of the applicable Term.

5.2 Payment and Taxes.

(a) Payments. Unless otherwise agreed by SiteOwl, the Fees must be paid by ACH or credit or debit card in advance in accordance with the Order. You authorize SiteOwl to automatically debit your bank account or charge your credit or debit card through the Payment Processor for any such Fees.

(b) Future Services. In paying the Fees, you acknowledge and agree that you are not relying on changes to, the Security Systems Services or the SiteOwl Platform or the availability of any of the SiteOwl services beyond the period for which the Fees that you paid apply.

(c) Taxes. Taxes are separate, and Customer shall be solely responsible for any such taxes. Taxes shall be due and payable when the applicable Fees or other amounts are due and paid.

5.3 Changes in Fees and Payment Methods. SiteOwl reserves the right (a) to change the Fees for any renewal Term upon at least seventy-five (75) days’ written notice prior to the end of the current Term, (b) to begin charging for services that it is currently providing free of charge or for new premium features upon at least thirty (30) days’ prior written notice and (c) to change the payment or billing methods upon at least thirty (30) days’ prior written notice.

5.4 Refunds. ALL FEES ARE NON-REFUNDABLE, NON-CANCELLABLE AND NON-CREDITABLE EXCEPT AS SPECIFICIALLY PROVIDED IN THE APPLICABLE PROPOSAL OR IN THIS AGREEMENT OR UNLESS REQUIRED BY LAW OR AGREED BY SITEOWL IN ITS SOLE DISCRETION.

6. Right to Access and Use; License; Third-Party Software; Open Source Software; Additional Services; Unauthorized Use.

6.1 Right to Access and Use. Subject to your compliance with all of the terms and conditions set out in this Agreement and the applicable Order, including the applicable Service Limits, SiteOwl hereby grants to you a limited, non-exclusive, non-transferable, freely revocable right to access and use the Security Systems Services, the SiteOwl Platform, the Site, and the other SiteOwl services, to the extent of, and in accordance with, this Agreement (collectively, the “Right to Access and Use”). Service Provider Customers shall only have the Right to Access and Use for use directly in connection with the applicable Contracted Services for Authorized Clients. Authorized Service Providers shall only have the Right to Access and Use for use directly in connection with the applicable Contracted Services for the End-User Customer. Authorized Clients shall only have the Right to Access and Use for their internal business use directly in connection with the applicable Contracted Services. Unless you are an Authorized Service Provider or a Service Provider Customer, the Right to Access and Use is for your internal business use only and not for use for the benefit of any third parties.

6.2 License. Subject to your compliance with all of the terms and conditions set out in this Agreement, SiteOwl hereby grants to you a limited, non-exclusive, non-transferable, freely revocable limited license to download, install and use the Mobile Apps solely in connection with the Security Systems Services and the SiteOwl Platform (the “License”). For Service Provider Customers, the License is for use directly in connection with the applicable Contracted Services for Authorized Clients. For Authorized Service Providers, the License is for use directly in connection with the applicable Contracted Services for the End-User Customer. For Authorized Clients, the License is for their internal business use directly in connection with the applicable Contracted Services. Unless you are a Service Provider Customer or an Authorized Service Provider, the License is for your internal business use only and not for use for the benefit of any third parties.

6.3 Third-Party Software. The Security Systems Services, the SiteOwl Platform and the other SiteOwl services may utilize, contain or otherwise use certain third-party software (collectively, the “Third-Party Software”). SiteOwl’s use of any Third-Party Software shall not require Customer to agree to additional licensing terms unless SiteOwl notifies Customer of such additional licensing terms, which SiteOwl may deliver or make available from time to time to Customer, which are incorporated herein by reference, and which supersede any contradictory terms in this Agreement.

6.4 Open Source Software. The Security Systems Services, the SiteOwl Platform and the other SiteOwl services may utilize, contain or otherwise use certain open source software (collectively, the “Open Source Software”). Customer acknowledges that the Open Source Software must be licensed under the specific license terms applicable to such Open Source Software. Acknowledgements, licensing terms, copyright notices and disclaimers for such Open Source Software (the “Open Source Licenses”) are available upon request. To the extent any such Open Source License requires that SiteOwl provide Customer the rights to copy, modify, distribute or otherwise use any Open Source Software that are inconsistent with the limited rights granted to Customer in this Agreement, then such rights in the applicable Open Source License shall take precedence over the rights and restrictions granted in this Agreement, but solely with respect to such Open Source Software. Customer (a) acknowledges that any such Open Source License is solely between Customer and the applicable third-party licensor of the Open Source Software and (b) shall comply with the terms of any such applicable Open Source License. Open Source Software is distributed WITHOUT ANY WARRANTY, WITHOUT EVEN THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Where the terms of an Open Source License entitle Customer to the source code of any such Open Source Software, such source code is available under the terms of the applicable Open Source License by contacting SiteOwl at the address above and identifying the specific Open Source Software for which Customer wants the source code.

6.5 Additional Services. If Customer engages SiteOwl to provide any Additional Services, such Additional Services shall be provided subject to, and in accordance with, the terms of applicable Order and this Agreement and the terms and conditions set forth in Exhibit B. If there is any conflict between the terms of this Agreement and the terms and conditions set forth in Exhibit B, the terms and conditions of Exhibit B shall prevail.

6.6 Prevention of Unauthorized Use. SiteOwl reserves the right to exercise whatever lawful means it deems necessary to prevent the unauthorized access or use of the Security Systems Services or the SiteOwl Platform or the circumvention of the other SiteOwl services.

7.Support.

7.1 Technical Support. SiteOwl provides technical support via email at support@getsiteowl.com, by phone at 888-site-owl or through the Mobile Apps. Support hours are 8:00 am to 5:00 pm CST during Business Days.

7.2 Errors. During the term, SiteOwl will provide the support as agreed upon by both parties. SiteOwl will utilize remote diagnostic procedures whenever possible for Error diagnosis and Error Correction. SiteOwl may not issue Error Corrections for all Errors. Customer acknowledges that the Security Systems Services, the SiteOwl Platform and the other SiteOwl services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. SiteOwl shall not be responsible for any such delays, delivery failures, or other damages.

8. Term and Termination.

8.1 Term. This Agreement shall become effective on the Effective Date and shall, unless terminated earlier pursuant to any of its express provisions in this Agreement or the applicable Order, continue thereafter for the Initial Subscription Term (the “Initial Term”). Upon expiration of the Initial Term and unless the applicable Order provides otherwise, this Agreement, the Right to Use and the License shall automatically renew in accordance with the applicable Order, or for such shorter period as may result from termination pursuant to an express provision hereof, unless either party provides written notice of nonrenewal at least sixty (60) days prior to the end of the then-current term (together with the Initial Term, the “Term”).

8.2 Termination for Cause. This Agreement, the Right to Use, the License and the right to provide the Contracted Services as a Service Provider Customer or an Authorized Service Provider may be terminated at any time:

  • by SiteOwl, effective on written notice to Customer, if Customer fails to pay any amount when due under the applicable Order and this Agreement, if such failure is not cured within ten (10) days after SiteOwl provides written notice of such failure;
  • by either party, effective on written notice to the other party, if the other party breaches this Agreement and such breach: (a) is incapable of cure; or (b) being capable of cure, is not cured within thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach;
  • by SiteOwl, effective on written notice to Customer, if an Authorized User breaches any of these Terms and either (a) such breach is not cured by such Customer or Authorized User within ten (10) days after SiteOwl or Customer provides written notice of such breach or (b) Customer fails to terminate its relationship or agreement with such Authorized User within ten (10) days of becoming aware of such breach;
  • by either party, effective immediately, if the other party: (a) is dissolved or liquidated or takes any corporate action for such purpose; (b) becomes insolvent or is generally unable to pay its debts as they become due; (c) becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law; (d) makes or seeks to make a general assignment for the benefit of its creditors; or (e) applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property.
  • Not with standing the foregoing, in the event of a material breach of this Agreement by Customer or an Authorized User, including the failure to pay any Fees when due, SiteOwl may immediately suspend Customer’s and its Authorized Users’ access to the Security Systems Services and the SiteOwl Platform until such material breach has been cured.

8.3 Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all rights and obligations of both parties and any Authorized Users, including the Right to Use, the License and any all rights and licenses granted hereunder, will immediately terminate, except as provided in Section 8.4; (b) Customer and its Authorized Users will immediately cease all use of and other activities with respect to the Security Systems Services, the SiteOwl Platform and Documentation; (c) any amounts owed to SiteOwl under this Agreement or the applicable Order will become immediately due and payable and (d) Customer will, within fifteen (15) days, deliver to SiteOwl, or at SiteOwl’s written request, destroy and permanently erase from all devices and systems Customer directly or indirectly controls, the Mobile Apps and the Documentation, including all documents, files and tangible materials (and any partial and complete copies) containing, reflecting, incorporating or based on any of the foregoing, whether or not modified or merged into other materials.

8.4 Survival. The provisions set forth in the following sections, and any other right, obligation or provision under this Agreement that, by its nature, should survive the expiration or termination of this Agreement, or the termination of your use of the Security Systems Services, the Site, any of the other SiteOwl services or your relationship with SiteOwl, will survive the expiration or termination of this Agreement for any reason: Sections 1, 2, 3, 5, 8.3, 13.1, 15, 16, 17, 18, 19, 21 and 22 and this Section 8.4.

9. Additional Policies. When accessing or using the Security Systems Services, the SiteOwl Platform or any of the other SiteOwl services, you may be subject to any additional posted policies, guidelines or rules applicable to the Security Systems Services, the SiteOwl Platform, the Sites and the other SiteOwl services which may be posted from time to time (as modified from time to time, the “Policies”). All such Policies are hereby incorporated by reference into this Agreement.

10.Account Security.

When you access and use the Security Systems Services, the SiteOwl Platform or any of the other Services, you may be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer and mobile devices, and you agree to accept responsibility for all activities that occur under your account or password. You agree that the information you provide to SiteOwl when creating an account and at all other times will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times.

If at any time you have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your account ID, password, or any payment information, if applicable), then you shall immediately notify SiteOwl at support@getsiteowl.com. You may be liable for the losses incurred by SiteOwl or others due to any unauthorized use of your account or any of the Services.

11.Modification of this Agreement. SiteOwl reserves the right, at its sole discretion, to change, modify, add, or remove portions of this Agreement at any time by posting the amended Terms to the Sites or any of the other SiteOwl services. If SiteOwl updates this Agreement, it will update the “last updated” date at the top of the Terms. Please check this Agreement, including any Policies, periodically for changes. Your continued use of the Security Systems Services, the SiteOwl Platform or any of the other SiteOwl services after the posting of changes constitutes your binding acceptance of such changes. In the event of a change to this Agreement that materially modifies your rights or obligations (including applicable fees), SiteOwl will use commercially reasonable efforts to notify you of such change. SiteOwl may provide notice through a pop-up or banner within any of the SiteOwl services, by sending an email to any address you may have used to register for an account, or through other similar mechanisms. Additionally, if the changed Terms materially modify your rights or obligations, SiteOwl may require you to provide consent by accepting the changed Terms. If SiteOwl requires your acceptance of the changed Terms, changes are effective only after your acceptance. For all other changes, except as stated elsewhere by SiteOwl, such amended Terms or fees will automatically be effective, replacing the previously-effective Terms or fees, thirty (30) days after they are initially posted on any of the SiteOwl services.

IF AT ANY TIME YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE IMMEDIATELY TERMINATE YOUR USE OF THE SECURITY SYSTEMS SERVICES, THE SITEOWL PLATFORM AND ANY OF THE OTHER SITEOWL SERVICES.

To the extent that any modifications to the Terms or Policies are not allowed under applicable laws, the prior most recent version of the Terms or Policies shall continue to apply.

12.Digital Millennium Copyright Act. It is SiteOwl’s policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. For more information, please go to SiteOwl’s DMCA Notification Guidelines at https://getsiteowl/DMCA. If you file a notice with our copyright agent, it must comply with the requirements set forth in 17 U.S.C. § 512(c)(3). SiteOwl reserves the right to terminate without notice any Customer’s or other User’s access to the Security Systems Services, the SiteOwl Platform, the Sites and the other SiteOwl services if that Customer or other User is determined by SiteOwl to be a “repeat infringer.” In addition, SiteOwl accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials.

13.Customer Data; SiteOwl Content.

13.1 Ownership of Customer Data.

As between Customer and SiteOwl, Customer will at all times remain the exclusive owner of the Customer Data.

Customer hereby grants to SiteOwl a non-exclusive, irrevocable, perpetual, worldwide, royalty-free and fully paid license (a) to use the Customer Data to provide the Security Systems Services to Customer and improve the Security Systems Services, SiteOwl Platform and the other SiteOwl services, and SiteOwl’s related products and service offerings generally, (b) to use aggregated and anonymized Customer Data: (i) to create new services and technologies, and (ii) to generate and disclose statistics and other data regarding the Security Systems Services and the SiteOwl Platform. Customer shall obtain any necessary consents and approvals from its Authorized Users for SiteOwl (a) to use Customer Data related to such Authorized User to provide the Security Systems Services and the SiteOwl Platform and to improve the Security Systems Services, the SiteOwl Platform and the other SiteOwl services, and SiteOwl’s related products and service offerings generally, (b) to use personally identifiable information in accordance with the terms of this Agreement, (c) to use aggregated and anonymized Customer Data, including personally identifiable information, related to such Authorized User: (i) to create new services and technologies, and (ii) to generate and disclose statistics and other data regarding the Security Systems Services and the SiteOwl Platform. Notwithstanding the foregoing, and except for third parties that need access to Customer Data that is personally identifiable to Customer (or an Authorized User) in connection with the Security Systems Services and the SiteOwl Platform, SiteOwl shall not disclose any such Customer Data to any third parties without Customer’s consent.

13.2 Customer Data Responsibilities. Neither Customer nor any of its Authorized Users will knowingly provide any Customer Data that is false or inaccurate, or otherwise intended to disrupt or falsely skew SiteOwl’s data or the Security Systems Services or the SiteOwl Platform, and Customer acknowledges and agrees that SiteOwl has no obligation to confirm the validity or otherwise verify the accuracy of the Customer Data. Customer will have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. Customer is solely responsible for creating backup copies of any Customer Data at Customer’s sole cost and expense. Customer and its Authorized Users will be responsible for all changes to or deletions of Customer Data.

13.3 SiteOwl Content. SiteOwl grants to Customer a non-exclusive, non-sublicensable and non-transferable, limited license to store, manipulate, analyze, print, and display the SiteOwl Content during the Term, consistent with Customer’s internal use or use as an Authorized User in accordance with these Terms. Unauthorized use, resale, or commercial exploitation of the SiteOwl Content in any way is expressly prohibited. Neither Customer nor any Authorized User shall copy, license, sell, transfer, make available, distribute, or assign this license or the SiteOwl Content to any third-party.

14.Customer Network.

(a) It is the sole responsibility of Customer to secure the Permitted Devices, including, but not limited to the physical security of the Permitted Devices, and the security of any Customer information technology infrastructure with access to the Permitted Devices, including computers, software, databases, electronic systems, and Customer intranet or Internet connection, whether operated directly by Customer or through the use of a third party service (collectively, “Customer Network”). Customer is responsible for all access to and use of the Security Systems Services and the SiteOwl Platform directly or indirectly by or through the Customer Network or the Access Protocols, whether with or without Customer’s knowledge or consent. SiteOwl is not responsible for any fraudulent, illegal, or unauthorized thefts, intrusions, alterations, disabling, or entry into any Customer Network (“Intrusion”), whether or not such Intrusion results in injury, loss, claim, or damage to the Permitted Devices, Customer, or any third party.

(b) SiteOwl does NOT have access to the Customer Network, including the Permitted Devices through the Security Systems Services or the SiteOwl Platform.

15.Confidential Information.

15.1 Confidential Information. In connection with this Agreement and the Security Systems Services, each of Customer and SiteOwl (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). Subject to Section 15.2, “Confidential Information” means any proprietary information disclosed by the Disclosing Party to the Receiving Party (whether in writing, or in oral, graphic, electronic or any other form) and includes business and technical information, including, all scientific data, trade secrets, patent strategies and filings, technical or test data, feedback, graphic communication, specifications, techniques, software, formulae, tooling, current development status, development schedule, “know-how,” business plans, customer data, financial data, drawings, designs, bills of material, and other information. Without limiting the foregoing, (a) as between Customer and SiteOwl, the Customer Data are the Confidential Information of Customer and (b) the SiteOwl Content, the Security Systems Services and SiteOwl Platform are the Confidential Information of SiteOwl.

15.2 Exclusions and Exceptions. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party’s knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

15.3 Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall during the Term and for five (5) years thereafter:

  • not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;
  • except as may be permitted under the terms and conditions of Section 15.4, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with these Terms; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Section 15; and (iii) are bound by written confidentiality and restricted use obligations at least as restrictive of the Confidential Information as the terms set forth in this Section 15;
  • safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its most sensitive information and in no event less than a reasonable degree of care;
  • promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and take all reasonable steps to prevent further unauthorized use or disclosure; and
  • ensure its Representatives’ compliance with, and be responsible and liable for any of its Representatives’ non-compliance with, the terms of this Section 15.

15.4 Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) if not prohibited by Law, promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 15.3; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 15.4, the Receiving Party remains required by Law to disclose any Confidential Information, then (a) the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose and, on the Disclosing Party’s request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment and (b) no such disclosure shall otherwise exempt such Confidential Information from being treated as confidential under this Section 15.

15.5 Expiration or Termination. The terms of this Section 15 shall continue to apply after the expiration or termination of this Agreement for any reason to all Confidential Information retained, directly or indirectly, by a Receiving Party (and in the case of Customer, any Authorized Users), including all documents, files and tangible materials (and any partial and complete copies) containing, reflecting, incorporating or based on any of the Disclosing Party’s Confidential Information.

16.Ownership; Feedback.

16.1 Ownership. SiteOwl owns, and will at all times, own all right, title and interest in the Security Systems Services, the SiteOwl Platform, the Sites and the other SiteOwl services including all related Intellectual Property Rights and any modifications to any of the foregoing. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the SiteOwl services provided by SiteOwl (the “Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant Intellectual Property Rights and proprietary rights, and applicable laws. All Materials contained on the Security Systems Services, the SiteOwl Platform or any of the other SiteOwl services are the property of SiteOwl or its subsidiaries or affiliated companies, and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to SiteOwl or its affiliates and/or third-party licensors. Except as expressly authorized by SiteOwl, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. SiteOwl reserves all rights not expressly granted in this Agreement.

16.2 Feedback. You grant to SiteOwl a royalty-free, worldwide, irrevocable, perpetual license to use, publish, edit, translate, distribute, display and incorporate any ratings, comments, suggestions, feedback, improvement requests or other recommendations you provide relating to the Security Systems Services, the SiteOwl Platform or any of the other SiteOwl services without restriction (“Feedback”). You should not submit any Feedback to us that you do not wish to license to us as stated above. We have no obligation (a) to maintain any Feedback in confidence; (b) to pay any compensation for any Feedback; or (c) to respond to any Feedback.

17. Indemnification.

17.1 Indemnification by SiteOwl. SiteOwl shall hold harmless, defend and indemnify Customer and its officers, directors, employees and agents from and against any and all Losses, brought by or resulting from claims by third parties which are based on or arising out of any actual or alleged (a) negligence or willful misconduct of, or breach of the terms of this Agreement by, SiteOwl or any of its Representatives, (b) violation of any applicable law by SiteOwl or any of its Representatives; or (c) infringement of any third party’s US Intellectual Property Rights (an “Infringement Claim”) as a result of using the Security Systems Services, the SiteOwl Platform or any of the other SiteOwl services provided that any such use is in accordance with the terms of this Agreement and any Documentation except to extent than any such Losses arise from Customer’s gross negligence or willful misconduct or any of the events for which Customer is obligated to indemnify SiteOwl in accordance with Section 17.2. Notwithstanding the foregoing, SiteOwl shall not be obligated to indemnify Customer to the extent that any Infringement Claim arises out of or results from:

  • any combination of the Security Systems Services, the SiteOwl Platform or any of the other SiteOwl services with any Endpoints, Permitted Devices or other hardware, system or other software not provided or authorized in writing by SiteOwl, if such infringement would not have occurred but for such combination;
  • any modification of the Security Systems Services, the SiteOwl Platform or any of the other SiteOwl services not provided or authorized in writing by SiteOwl if such infringement would not have occurred but for such modification;
  • any negligence, abuse, misapplication, or misuse of the Security Systems Services, the SiteOwl Platform or any of the other SiteOwl services by or on behalf of Customer, any Authorized User or any third party to which Customer (or an Authorized User) has provided access to the Security Systems Services, the SiteOwl Platform or any of the other SiteOwl services;
  • use of the Security Systems Services, the SiteOwl Platform or any of the other SiteOwl services after SiteOwl’s notice to Customer of such activity’s alleged or actual infringement, misappropriation or other violation of a third party’s rights;
  • negligence, abuse, misapplication or misuse of use of the Security Systems Services, the SiteOwl Platform or any of the other SiteOwl services by or on behalf of Customer or a third party;
  • use of the Security Systems Services, the SiteOwl Platform or any of the other SiteOwl services by or on behalf of Customer that is outside the purpose, scope or manner of use authorized by this Agreement or in any manner contrary to the Directions or SiteOwl’s instructions; or
  • any breach by Customer or its Authorized Users of the terms and conditions of this Agreement.

If an Infringement Claim is made by a third party against Customer or if SiteOwl believes that a likelihood of such an Infringement Claim exists, then SiteOwl, in a reasonable exercise of its discretion, shall either procure for Customer the right to continue using the affected Security Systems Services, the SiteOwl Platform and/or any of the other SiteOwl services, modify the affected part of the Security Systems Services, the SiteOwl Platform and/or any of the other SiteOwl services to make it non-infringing while still able to meet the functionality of the Security Systems Services, the SiteOwl Platform and any of the other SiteOwl services, or replace it with a non-infringing services or platform of like functionality. If none of the foregoing is reasonably available to SiteOwl, as determined by SiteOwl in its sole discretion, SiteOwl may terminate this Agreement, the Right to Use and the License granted herein, in which case Customer shall immediately cease use of the Security Systems Services and the SiteOwl Platform in accordance with Section 8.3 and SiteOwl shall refund to Customer a pro-rata portion of any pre-paid Fees (excluding any set-up fees) for the remainder of the then current Term.

17.2 Indemnification by Customer. Customer shall hold harmless, defend and indemnify SiteOwl and its affiliates and their respective officers, directors, employees and agents from and against any and all Losses brought by or resulting from claims by third parties which are based on or arising out of any actual or alleged: (i) negligence or willful misconduct of, or breach of this Agreement by, Customer or any of its Representatives or Authorized Users, (ii) violation of any applicable law by Customer or any of its Representatives or Authorized Users, (iii) infringement of any third party’s US Intellectual Property Rights relating to, or in connection with, the Customer Data, (iv) the use of the Security Systems Services, the SiteOwl Platform or any of the other SiteOwl services in violation of this Agreement, the Documentation or SiteOwl’s instructions, and (v) any claim brought by an Authorized User, except to extent than any such Losses arise from SiteOwl’s gross negligence or willful misconduct or any of the bases for which SiteOwl is obligated to indemnify Customer in accordance with Section 17.1.

17.3 Indemnification Procedure. Each party shall promptly notify the other party in writing of any matter or claim for which such party believes it is entitled to be indemnified pursuant to Section 17.1 or Section 17.2 (an “Indemnification Claim”). The party seeking indemnification (the “Indemnified Party”) shall cooperate with the other party (the “Indemnifying Party”) at the Indemnifying Party’s sole cost and expense. The Indemnifying Party shall immediately take control of the defense and investigation of such Indemnification Claim and shall employ counsel reasonably acceptable to the Indemnified Party to handle and defend the same, at the Indemnifying Party’s sole cost and expense. The Indemnified Party’s failure to perform any obligations under this Section 17.3 will not relieve the Indemnifying Party of its obligations under this Section 17 except to the extent that the Indemnifying Party can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnifying Party shall not settle any claim that would require the admission of liability or the payment of money by the Indemnified Party without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. The Indemnified Party may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

18. Disclaimer of Warranties.

EXCEPT AS EXPLI CITLY SET FORTH IN THIS AGREEMENT, THE APPLICABLE ORDER OR THE DOCUMENTATION, THE SECURITY SYSTEMS SERVICES, THE SITEOWL PLATFORM, THE SITE, THE ADDITIONAL SERVICES AND THE DOCUMENTATION AND ANY OTHER SERVICES, PRODUCTS, INFORMATION, MATERIALS AND SERVICES PROVIDED BY SITEOWL ARE PROVIDED “AS IS” “WITH ALL FAULTS” AND SITEOWL HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER (INCLUDING ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE), AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, AND EXCEPT AS EXPLICITLY SET FORTH IN THIS AGREEMENT, THE APPLICABLE ORDER OR THE DOCUMENTATION, SITEOWL MAKES NO WARRANTY OF ANY KIND THAT THE SECURITY SYSTEMS SERVICES, THE SITEOWL PLATFORM, THE SITES, THE ADDITIONAL SERVICES AND THE DOCUMENTATION AND ANY OTHER SERVICES, PRODUCTS, INFORMATION, MATERIALS AND SERVICES PROVIDED BY SITEOWL OR THE RESULTS OF THE USE OF ANY OF THEM, WILL MEET CUSTOMER’S, ANY AUTHORIZED USER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OTHER SYSTEM, GOODS, MATERIALS OR SERVICES (INCLUDING ANY SOFTWARE, HARDWARE, SYSTEM OR NETWORK) EXCEPT IF AND TO THE EXTENT EXPRESSLY SET FORTH IN THE DOCUMENTATION, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE.

19.LIMITATION OF LIABILITY AND DAMAGES.

19.1 Limitation of Liability. EXCEPT FOR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR A BREACH OF SECTION 13.1, 13.3, 15 OR 16.1, UNDER NO CIRCUMSTANCES, INCLUDING, NEGLIGENCE, WILL ANY OF THE SITEOWL PARTIES OR THE CUSTOMER PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY ORDER, THE PRIVACY POLICY, THE SECURITY SYSTEMS SERVICES, THE SITEOWL PLATFORM, THE SITES OR ANY OF THE OTHER SITEOWL SERVICES, EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19.2 Limitation of Damages. EXCEPT FOR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR A BREACH OF SECTION 13.1, 13.3, 15, OR 16.1, OR PAYMENTS DUE TO SITEOWL, IN NO EVENT WILL THE SITEOWL PARTIES’ TOTAL AGGREGATE LIABILITY TO THE CUSTOMER PARTIES, AND THE CUSTOMER PARTIES’ TOTAL AGGREGATE LIABILITY TO THE SITEOWL PARTIES, FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY ORDER, THE PRIVACY POLICY, THE SECURITY SYSTEMS SERVICES, THE SITEOWL PLATFORM, THE SITES OR ANY OF THE OTHER SITEOWL SERVICES, OR A PARTY’S INTERACTION WITH OTHER USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE ANNUAL SUBSCRIPTION FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.

19.3 Release for Disputes between Users. If you have a dispute with any other Users (including any Authorized Users) or other third parties, you hereby release SiteOwl and the other SiteOwl Parties from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

19.4 Basis of the Bargain. YOU ACKNOWLEDGE AND AGREE THAT SITEOWL HAS OFFERED THE SECURITY SYSTEMS SERVICES, THE SITEOWL PLATFORM, THE SITES AND THE OTHER SITEOWL SERVICES, SET ITS PRICES, AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND SITEOWL, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND SITEOWL. SITEOWL WOULD NOT BE ABLE TO PROVIDE THE SECURITY SYSTEMS SERVICES, THE SITEOWL PLATFORM OR ANY OF THE OTHER SITEOWL SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

20. Export Controls. You agree not to import, export, re-export, or transfer, directly or indirectly, any part of the SiteOwl Platform or other SiteOwl services or any underlying intellectual property, information or technology except in full compliance with all United States, foreign and other applicable export control laws and regulations.

21.Governing Law; Dispute Resolution.

21.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Texas without regard to its conflict of law principles that would require or permit the application of the laws of any other jurisdiction.

21.2 Dispute Resolution.

(a) In the event of any controversy, claim, or dispute between the Parties arising out of or relating to this Agreement, any Order, the Security Systems Services, the SiteOwl Platform, the Privacy Policy or the Sites, any other services provided by SiteOwl or the breach, termination or invalidity thereof, or any Confidential Information or Intellectual Property Rights (a “Dispute”) is not resolved within thirty (30) days from the date that either party provides the other party with written notice of the existence thereof, then each party shall designate an executive who is authorized to investigate, negotiate and settle the Dispute. The executives shall exercise good faith efforts to settle the Dispute. If the executives do not resolve the Dispute within thirty (30) days (or longer period if they so agree), then the parties shall resolve the Dispute pursuant to binding arbitration in accordance with Section 21.2(b). No arbitration or any other action pertaining to a Dispute shall be pursued unless this dispute resolution procedure has been exhausted. Notwithstanding the foregoing, either party at any time may pursue equitable relief before any court of competent jurisdiction in accordance with Section 22.9.

(b) Any Dispute that is not resolved in accordance with Section 21.2(a) shall be settled by binding arbitration in accordance with the Arbitration Rules of the American Arbitration Association (“AAA”), and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Any such arbitration shall be held in Austin, Texas. Unless otherwise agreed by the parties, the Dispute shall be determined by one arbitrator mutually agreed upon by the parties, or if the parties cannot so mutually agree, a single arbitrator with significant relevant experience appointed in accordance with the rules of the AAA. The award shall be in writing and include the findings of fact and conclusions of law upon which it is based.

The parties will be entitled to engage in reasonable discovery, including requests for production of relevant non-privileged documents. The arbitrator may order depositions and interrogatories upon a showing of need. The arbitrator and counsel of record also have the power of subpoena process as provided by law. It is the parties’ intent that the discovery proceedings be conducted in as cost-effective manner as possible. The arbitrator shall resolve any deposition or discovery disputes.

(c) EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY CLAIM OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT OR ANY STATEMENT OF WORK.

The arbitration shall be governed by the substantive laws of the State of Texas, without regard to its conflicts-of-law rules, and by the arbitration law of the Federal Arbitration Act (Title 9, U.S. Code). Judgment upon the award rendered may be entered in any court having jurisdiction.

(d) Subject to Section 21.2(g), the cost and expenses for the arbitration shall initially be shared equally by the parties. The arbitral proceedings and all pleadings and written evidence shall be in the English language. Any written evidence originally in a language other than English shall be submitted in English translation accompanied by the original true or copy thereof. Except as otherwise required by law, the parties and the arbitrator agree to keep confidential and not disclose to third parties any information or documents obtained in connection with the arbitration process, including the resolution of the Dispute.

(e) If either party fails to proceed with arbitration as provided in this Agreement, or unsuccessfully seeks to stay the arbitration, or fails to comply with the arbitration award, the other party shall be entitled to be awarded the costs in enforcing its rights under this Section 21.2 in accordance with Section 21.2(g).

(f) In the event that the agreement to arbitrate under this Section 21.2(b) is found not to apply to SiteOwl or Customer or either party’s claim, Customer and SiteOwl agree that any judicial proceeding must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the federal or state courts covering Travis County, Texas. Both Customer, on behalf of itself and its Authorized Users, and SiteOwl irrevocably consent to venue and personal jurisdiction there.

(g) In the event that either party institutes any arbitration, legal suit, action or proceeding against the other party arising out of or relating to this Agreement, any Order, the Security Systems Services, the SiteOwl Platform, the Privacy Policy, the Sites or any of the other SiteOwl services, the prevailing party in the suit, action or proceeding shall be entitled to receive in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action or proceeding, including reasonable attorneys’ fees and expenses and court costs.

(h) ANY CAUSE OF ACTION OR DISPUTE CUSTOMER MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY ORDER, THE SECURITY SYSTEMS SERVICES, THE SITEOWL PLATFORM, THE PRIVACY POLICY, THE SITES OR ANY OF THE OTHER SITEOWL SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR DISPUTE IS PERMANENTLY BARRED.

22.Miscellaneous.

22.1 Notice. Any notice, request, consent, claim, demand, waiver or other communication under this Agreement shall be provided in accordance with the notice provision in the applicable Order.

22.2 Waiver. The failure of SiteOwl to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by SiteOwl.

22.3 Force Majeure. The obligations of a party under this Agreement (other than payment) will be suspended by the occurrence of any event beyond its reasonable control and not caused by its negligence, that renders its performance impossible including, acts of God, war, fire, flood, accident, strike, casualty, power failures, governmental acts, orders or restrictions or inability to obtain suitable and sufficient labor and materials. The party invoking force majeure shall (a) send written notice thereof to the other party within a reasonable time after the affected party knew or should have known that performance would be delayed or prevented due to the event of force majeure and (b) take reasonable steps to limit the duration and effect of any such event of force majeure.

22.4 Severability. If any provision of this Agreement (including any Policies) is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from this Agreement to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

22.5 Relationship of the Parties. The parties agree that nothing in this Agreement shall be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between the parties, or as authorizing either party to act as the agent of the other. You are and will remain an independent contractor in your relationship to SiteOwl. Nothing in this Agreement shall create any obligation between either party and a third party.

22.6 Assignment. Neither party may assign this Agreement without the prior written approval of the other party, which approval shall not be unreasonably withheld or delayed, except that a party may assign this Agreement without approval in connection with a merger, acquisition or sale of all or substantially all of its assets so long as (a) the assigning party promptly provides prior written notice of such assignment to the other party and (b) the assignee agrees to assume all of the assigning party’s obligations under this Agreement and any outstanding Orders in writing. Any assignment attempted to be made or made in violation of this Agreement shall be void.

22.7 Headings. The heading references herein are for convenience purposes only, do not constitute a part of this Agreement, and will not be deemed to limit or affect any of the provisions hereof.

22.8 Entire Agreement. This Agreement, together with the applicable Order, the Privacy Policy and the Policies, are the entire agreement between you and SiteOwl relating to the subject matter herein and will not be modified except by a change to this Agreement or Policies made by SiteOwl as set forth in Section 11 above.

22.9 Equitable Remedies. Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 6 (Right to Access and Use; License; Third-Party Software; Open Source Software; Additional Services; Unauthorized Use), Section 13.1 (Ownership of Customer Data), Section 13.3 (SiteOwl Content), Section 15 (Confidential Information), Section 16.1 (Ownership), or Section 20 (Export Control) would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including in a restraining order, an injunction, specific performance and any other relief that may be available from any court of competent jurisdiction, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

22.10 Electronic Communications. The communications between you and SiteOwl use electronic means, whether you visit the Sites or the other SiteOwl services or send SiteOwl e-mails, or whether SiteOwl posts notices on the Sites or the other SiteOwl services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from SiteOwl in an electronic form; and (b) agree that all terms, conditions, agreements, notices, disclosures, and other communications that SiteOwl provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. The foregoing does not affect your statutory rights.

©2023 SiteOwl, Inc.

Exhibit A

Additional Terms and Conditions for Service Provider Customers and Authorized Service Providers

Service Provider Customers

If Customer is a Service Provider Customer, Customer shall be subject to the following additional terms and conditions:

  • Customer shall (a) add each Authorized Client as an Authorized User in accordance with the applicable Order and these Terms and (b) provide such other information reasonably requested by SiteOwl.
  • Customer shall be responsible for handling any technical and other support issues directly with their Authorized Clients.

Authorized Service Providers.

If Customer is an End-User Customer or a Service Provider Customer and engages any Authorized Service Provider to provide any Contracted Services, Customer shall be subject to the following additional terms and conditions:

  • Customer shall (a) add each Authorized Service Provider as an Authorized User in accordance with the applicable Order and these Terms and (b) provide such other information reasonably requested by SiteOwl.
  • Customer shall be responsible for handling any technical and other support issues directly with their Authorized Service Providers.

Exhibit B

Terms and Conditions for Additional Services

Any Additional Services shall be provided subject to, and in accordance with, the terms of the Agreement and the following additional terms and conditions (the “Services Terms”):

  • Customer shall pay the Additional Services Fees in accordance with the applicable Order Form.
  • The Additional Services will be detailed in a separate statement of work. Customer may terminate a statement of work upon ten (10) days’ prior written notice to SiteOwl.
  • SiteOwl shall use commercially reasonable efforts to provide the Additional Services in accordance with the schedule as mutually agreed by the parties.
  • Except as agreed in writing by the parties, Customer acknowledges that all ideas and creative and other work product of whatever type or nature conceived, produced, or developed by SiteOwl and materials of any nature furnished by SiteOwl to Customer in connection with the Additional Services under these Services Terms and the applicable Order (collectively “Work Product”) shall be and remain the property of SiteOwl. Notwithstanding the foregoing, to the extent that the Work Product is incorporated or embodied in any of the Security Systems Services or the SiteOwl Platform, Customer shall have the right to access and use such Work Product in accordance with the Right to Use and/or the License.
  • SiteOwl hereby represents and warrants to Customer that the Additional Services shall be performed in accordance with industry standards and the Work Product shall be of good quality and free from material defects in workmanship and materials.
  • The Additional Services are subject to (i) the warranty disclaimers set forth in Section 18 of the Agreement and (ii) the limitation of liability provisions of Section 19.
  • SiteOwl is and will remain an independent contractor in its relationship to Customer. Customer shall not be responsible for withholding taxes with respect to SiteOwl’s compensation hereunder.
  • To the extent that there is a conflict between these Services Terms and the terms of the Agreement, these Services Terms shall prevail.