This agreement sets out the terms and conditions on which an individual end-user makes use of the SiteOwl services.
Last Updated: June 17, 2023
These Terms contain 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 or otherwise set forth in these Terms:
“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.
“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 these Terms.
“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 these Terms.
“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 Agreement” means the Terms of Service together with any applicable Order that Customer has agreed to.
“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.
“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 you accept these Terms or first have access to the Security Systems Services.
“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 and the Terms of Service.
“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.
“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 and the Terms of Service.
“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.
“Terms of Service” means SiteOwl’s terms of service or other agreement that any Customer agrees to or executes in order to access and use the Security Systems Services and the SiteOwl Platform.
“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 THESE TERMS 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.
4.The Security Systems Services.
4.1 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.
4.2 Registration 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, 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.Right to Access and Use; License; Unauthorized Use.
5.1 Right to Access and Use. If you have been authorized by Customer to access and use the Security Systems Services and the SiteOwl Platform in accordance with Section 4.1, and subject to your compliance with all of the terms and conditions set out in these Terms, 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, these Terms (collectively, the “Right to Access and Use”). Authorized Users of 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 Users of 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 Users of Authorized Clients shall only have the Right to Access and Use for their internal business use directly in connection with the applicable Contracted Services.
5.2 License. If you have been authorized by Customer to access and use the Security Systems Services and the SiteOwl Platform in accordance with Section 4.1, and subject to your compliance with all of the terms and conditions set out in these Terms, 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 Authorized Users of Service Provider Customers, the License is for use directly in connection with the applicable Contracted Services for Authorized Clients. For Authorized Users of Authorized Service Providers, the License is for use directly in connection with the applicable Contracted Services for the End-User Customer. For Authorized Users of Authorized Clients, the License is for their internal business use directly in connection with the applicable Contracted Services.
5.3 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.
6.Term and Termination.
6.1 Term. These Terms shall become effective on the Effective Date and shall, unless terminated earlier pursuant to any of its express provisions, automatically terminate when (a) the Customer Agreement expires or terminates for any reason or (b) Customer has terminated your right to access and use to the Security Systems Services and the SiteOwl Platform for any reason.
6.2 Termination for Cause. Your Right to Use and License may be terminated at any time by SiteOwl:
- effective on written notice to Customer, if you breach 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 to you or (b) Customer fails to terminate its relationship or agreement with you within ten (10) days of becoming aware of such breach;
- by SiteOwl, effective immediately, if you: (a) are dissolved or liquidated or take any corporate action for such purpose; (b) become insolvent or are generally unable to pay your debts as they become due; (c) become the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law; (d) make or seek to make a general assignment for the benefit of your creditors; or (e) apply for, or consent to, the appointment of a trustee, receiver or custodian for a substantial part of its property.
Notwithstanding the foregoing, in the event of a material breach of these Terms by you, SiteOwl may immediately suspend your access to the Security Systems Services and the SiteOwl Platform until such material breach has been cured.
6.3 Effect of Termination. Upon the termination of these Terms for any reason, you will immediately cease all use of and other activities with respect to the Security Systems Services, the SiteOwl Platform and Documentation.
6.4 Survival. The provisions set forth in the following sections, and any other right, obligation or provision under these Terms that, by its nature, should survive the expiration or termination of these Terms, 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 these Terms for any reason: Sections 1, 2, 3,6.3, 11.1, 12, 14, 15, 16, 18 and 19 and this Section 6.4.
7.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 these Terms.
8.Respecting other People’s Rights.
You shall not:
- violate or infringe someone else’s rights of publicity, privacy, copyright, trademark, or other Intellectual Property Rights;
- post anything that is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by SiteOwl in its sole discretion; or
- post anything that is false, misleading, untruthful or inaccurate or that includes anyone’s personal information.
9.Modification of these Terms.SiteOwl reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms at any time by posting the amended Terms to the Sites or any of the other SiteOwl services. If SiteOwl updates these Terms, it will update the “last updated” date at the top of these Terms. Please check these Terms, 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 these Terms 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 will automatically be effective, replacing the previously-effective Terms, thirty (30) days after they are initially posted on any of the SiteOwl services.
IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, 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 these Terms or Policies are not allowed under applicable laws, the prior most recent version of these Terms or Policies shall continue to apply.
10.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.
11.Customer Data related to Authorized Users.
11.1 Consents and Approvals. You hereby consent and approve SiteOwl’s (a) use of Customer Data related to you 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) use of your personally identifiable information in accordance with these Terms, (c) use of aggregated and anonymized Customer Data related to you,: (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 you in connection with the Security Systems Services and the SiteOwl Platform, SiteOwl shall not disclose any such Customer Data to any third parties without your consent.
11.2 Customer Data Responsibilities. You will not 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.
11.3 SiteOwl Content. Unauthorized use, resale, or commercial exploitation of the SiteOwl Content in any way is expressly prohibited. No Authorized User shall copy, license, sell, transfer, make available, distribute, or assign the SiteOwl Content to any third-party.
12.1 Confidential Information. In connection with these Terms and the Security Systems Services, SiteOwl (as the “Disclosing Party”) may disclose or make available Confidential Information to you (as the “Receiving Party”). Subject to Section 12.2, “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, the SiteOwl Content, the Security Systems Services and SiteOwl Platform are the Confidential Information of SiteOwl.
12.2 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 these Terms; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with these Terms; (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.
12.3 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 these Terms;
- except as may be permitted under the terms and conditions of Section 12.4, 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 12; 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 12;
- 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 12.
12.4 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 12.3; 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 12.4, 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 12.
12.5 Expiration or Termination. The terms of this Section 12 shall continue to apply after the termination of these Terms for any reason to all Confidential Information retained, directly or indirectly, by the Receiving Party, 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.
13.Use Restrictions. You shall not:
13.1 Decipher, decompile, disassemble, reverse engineer, modify, translate, or otherwise attempt to derive source code, algorithms, tags, specifications, architectures, structures or other elements of the Security Systems Services, the SiteOwl Platform or any of the other SiteOwl services or the SiteOwl Content, in whole or in part (except to the extent that the laws of your jurisdiction make such restrictions unenforceable);
13.2 Access or use the Security Systems Services, the SiteOwl Platform or any of the other SiteOwl services or the SiteOwl Content for the benefit of anyone other than yourself except in accordance with these Terms and the applicable Order, including selling, renting, reselling or distributing, in whole or in part, the Security Systems Services, the SiteOwl Platform or using the Security Systems Services or the SiteOwl Platform as part of a service bureau or outsourcing offering;
13.3 Provide any services, directly or indirectly, that are similar to, or based on, the Security Systems Services, the SiteOwl Platform or any of the other SiteOwl services;
13.4 Copy, disclose, or distribute any data or other information available through the SiteOwl Platform or any of the other SiteOwl services or the SiteOwl Content and/or information, in any medium, including without limitation on the Site, by any automated or non-automated “scraping;”
13.5 Interfere with, circumvent or disable any security or other technological features or measures of any of the SiteOwl services or attempt to gain unauthorized access to any of the SiteOwl services or its related systems or networks;
13.6 Use bots or other automated methods to: access the Security Systems Services, the SiteOwl Platform and/or any of the other SiteOwl services or any SiteOwl Content, download any information, send or redirect messages or perform any other activities through any of the SiteOwl services;
13.7 Take any action that SiteOwl determines, in its sole discretion, imposes or may impose, an unreasonable or disproportionately large load on its infrastructure;
13.8 Upload viruses, worms or other software agents through the SiteOwl Platform and/or any of the other SiteOwl services;
13.10 Impersonate any person or entity, use a fictitious name, or misrepresent your affiliation with a person or entity; or
13.11 Use the Security Systems Services, the SiteOwl Platform or any of the other SiteOwl services in violation of any international, Federal, state or local laws, statutes, rules, regulations or ordinances or for any inappropriate activities, such as transmission of deceptive messages, or harassment.
14.1 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 these Terms.
14.2 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.
15.Disclaimer of Warranties.
THE SECURITY SYSTEMS SERVICES, THE SITEOWL PLATFORM, THE SITE 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, 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 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), OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE.
16.LIMITATION OF LIABILITY AND DAMAGES.
16.3 Release for Disputes between Users. If you have a dispute with any other Users (including Customer or any other 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.”
16.4 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 THESE TERMS 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.
17.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.
18.Governing Law; Waiver of Claims; Dispute Resolution.
18.1 Governing Law. These Terms are 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.
18.2 Waiver of Claims. You acknowledge and agree that Customer has authorized your right to access and use the Security Systems Services and the SiteOwl Platform and accordingly, you hereby waive any and all claims that you now have or may have against SiteOwl arising from, or connection with, the Security Systems Services or the SiteOwl Platform, except to the extent prohibited by applicable law.
18.3 Dispute Resolution.
(b) Any Dispute that is not resolved in accordance with Section 18.3(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 THESE TERMS 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 18.3(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 these Terms, 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 18.3 in accordance with Section 18.3(g).
(f) In the event that the agreement to arbitrate under this Section 18.3(b) is found not to apply to SiteOwl or you or either party’s claim, you 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 you and SiteOwl irrevocably consent to venue and personal jurisdiction there.
19.1 Notice. Any notice, request, consent, claim, demand, waiver or other communication under these Terms have binding legal effect only if in writing and addressed to a party as follows (or to such other address or such other person that such party may designate from time to time in accordance with this provision):
|If to SiteOwl:
1401 Lavaca St., PMB 41218
Austin, TX 78701
|If to Authorized User:
|To Customer at the contact information provided by Customer.
Notices sent in accordance with this Section 19 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; or (c) when sent, if by e-mail, (with confirmation of transmission), if sent during the addressee’s normal business hours, and on the next business day, if sent after the addressee’s normal business hours. A party may change the address and other information for notices by sending prior written notice to the other party.
19.2 Waiver. The failure of SiteOwl to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by SiteOwl.
19.3 Force Majeure. The obligations of a party under these Terms 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.
19.4 Severability. If any provision of these Terms (including any Policies) is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
19.5 Relationship of the Parties. The parties agree that nothing in these Terms 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 these Terms shall create any obligation between either party and a third party.
19.6 Assignment. You may not assign these Terms without the prior written approval of SiteOwl. Any assignment attempted to be made or made in violation of these Terms shall be void.
19.7 Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.
19.9 Equitable Remedies. Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 5 (Right to Access and Use; License; Unauthorized Use), Section 8 (Respecting other People’s Rights Section), Section 11.1 (Consents and Approvals), Section 11.3 (SiteOwl Content), Section 12 (Confidential Information), Section 13 (Use Restrictions), Section 14.1 (Ownership) or Section 17 (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.
19.10 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.