Updated March 10, 2023.

Welcome to SiteOwl. SiteOwl 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 its customers, including their business users and technicians (“Customer”, “you” or “your”) for building and maintaining commercial security, audio and fire systems (as modified, the “Security Systems Services”).The website at https://getsiteowl.com/(the “Site”), and the various other related tools, services, premium and other features, functions, software, applications and websites (together with the SiteOwl Platform, the Security Systems Services and the Site, collectively the “SiteOwl Services”) are provided and operated, and are being made available to you and the other Customers, and the other users of any of the SiteOwl Services (collectively, “Users”) by SiteOwl LLC(“SiteOwl”, “us” or “we”). All defined terms used herein shall have the meanings prescribed to these terms in these Terms of Service.

IMPORTANT! THESE TERMS OF SERVICE (THE “AGREEMENT”) GOVERN YOUR USE OF THE SITE, THE SECURITY SYSTEMS SERVICES, THE SITEOWL PLATFORM 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 SECURITY SYSTEMS SERVICES, THE SITEOWL PLATFORM AND THE OTHER SITEOWL SERVICES ON BEHALF OF SUCH ORGANIZATION. BY CLICKING “I AGREE”, USING, OR ACCESSING THE SITE, THE SECURITY SYSTEMS SERVICES, THE SITEOWL PLATFORM 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 (HTTPS://getsiteowl.com/PRIVACY) (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 Users” means Customer’s business, technical and other users who have been authorized by the Administrator to access and use the Security Systems Services and the SiteOwl Platform, as set forth in, and which may be increased during the Term in accordance with, the applicable Order.

“Customer Data” means any data, information, or material provided or submitted by Customer to SiteOwl in the course of utilizing the Security Systems Services and the SiteOwl Platform, including, the list of Permitted Devices.

“Documentation” means the technical 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.

“Endpoint(s)” means the access control and security hardware managed by the Security Systems Services and the SiteOwl Platform, which may include, cameras, motion sensors, and access control devices and their associated hardware, wiring, and other installation material.

“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.

“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 Levels and the Additional Services.

“Permitted Devices” means the devices covered by the Security Systems Services and the SiteOwl Platform for Customer, as set forth in, and which may be increased or decreased during the Term in accordance with, the applicable Order.

“Representatives” means, with respect to a party, that party’s 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 and (b)Permitted Devices.

“SiteOwl Content” means the audio and visual 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 Site and the other SiteOwl Services.

“Usage Data” means the information and data that is collected based on, or in connection with, Customer’s use of the Security Systems Services, the SiteOwl Platform and the other SiteOwl Services.

2. Eligibility. To access and use the Security Systems Services, the SiteOwlPlatform, the Site 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 is important to SiteOwl. Our goal is to make the SiteOwl Platform 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. TheSecurity 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 4.1).

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 at a time. 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. Upon the termination of employment of an Authorized User, Customer will immediately change the User’s User ID. Customer will inform SiteOwl immediately following any unauthorized use of the Security Systems Services or the Site 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.

4.3 Registration Data. In registering and creating an account, you agree to (i) provide true, accurate, current, and complete information about yourself as prompted during the registration and account creation process (“Registration Data”), and (ii) 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 information, or on behalf of someone other than yourself. You agree that you shall not have more than one account. You agree not to create an account or to access and use the Security Systems Services and the SiteOwl Platform or any of the other SiteOwl Services if you have been previously removed by SiteOwl or if you have been previously banned from accessing and using the Security Systems Services and the SiteOwl Platform or any of the

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 and other fees as set forth on the applicable Order (collectively, the “Fees”)The fees for any Renewal Term shall be SiteOwl’s current standard subscriptions fees at the time of renewal unless otherwise agreed in writing by the parties.

(b) Customer may add additional Authorized Users and add or remove Permitted Devices at any time during a Term subject to payment of the applicable Fees in accordance with the applicable Order.

5.2 Payment and Taxes.
(a) Payments. Unless otherwise agreed by SiteOwl, the Fees must be paid by check or credit or debit card in advance in accordance with the Order. If you are paying by credit card, you authorize SiteOwl to automatically charge your credit or debit card through the Payment Processor for any such Fees.
(b) Payment Processing. SiteOwl may use a third-party payment processor as determined by SiteOwl (e.g., WePay, Stripe, etc.) (any such third-party payment processor, the “Payment Processor”) to process credit and debit card payments. Customer agrees to be bound by the applicable agreement of the applicable Payment Processor. As a condition of SiteOwl’s enabling payment processing services through a Payment Processor, Customer agrees to provide SiteOwl accurate and complete information about it, its business, its credit card and such other information required by the Payment Processor, and Customer authorizes SiteOwl to share it and any relevant transaction information related to Customer’s use of the payment processing services provided by the Payment Processor. SiteOwl shall not be responsible or liable for any mistakes or any other acts or omissions of the Payment Processor.

(c) 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.

(d) 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 at any time to change the Fees (including to begin charging for services that it is currently providing free of charge or for new premium features) and the payment or billing methods, either immediately upon posting on the Security Systems Services, the Site, any of the other SiteOwl Services or by notifying you by email.

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; Marketing; 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.

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”).

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. Customer shall execute and comply with appropriate purchase, license, or services agreements or terms of service from Third-Party Software providers (collectively “Third Party Software Agreements”) and agrees to be bound by such Third Party Software Agreements.

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 .Customer agrees to review any such Open Source Licenses and other related documentation in order to determine which portions of the Security Systems Services or the SiteOwl Platform are Open Source Software and are licensed under an Open Source License. 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 A. If there is any conflict between the terms of this Agreement and the terms and conditions set forth in Exhibit A, the terms and conditions of Exhibit A shall prevail.

6.6 Marketing. Customer acknowledges and agrees that SiteOwl may use Client’s name, logo and related trademarks in any of its marketing and promotional materials and on its website in connection with the Security Systems Services and the SiteOwl Platform.

6.7 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, including, but not limited to, technological barriers, IP mapping, and directly contacting your Internet Service Provider (ISP) regarding such unauthorized use.

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
(a) provide the support as agreed upon by both parties and
(b) use commercially reasonable efforts to issue error corrections for all errors reported by Customer via email, phone or the Mobile Apps to SiteOwl. 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 and the License 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, where such failure is not cured within ten (10) days after SiteOwl provides written notice of such failure (“Payment 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; or
• by either party, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose;
  (ii) becomes insolvent or is generally unable to pay its debts as they become due;
  (iii) becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law;
  (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for, or consents 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 this Agreement by Customer, including the failure to pay any Fees when due, SiteOwl may immediately suspend Customer’s 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 and except as provided in Section 8.4: (a) all rights and obligations of both parties, including the Right to Use, the License and any all licenses granted hereunder, will immediately terminate; (b) any amounts owed to SiteOwl under this Agreement or the applicable Order will become immediately due and payable; and (c) each party will destroy or return to the other all property (including any Confidential Information, Customer Data and SiteOwl Content) of the other party.

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, 8.4, 14.2(b), 16, 20, 21, 22, and 23 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 Site 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. Respecting other People’s Rights.

SiteOwl respects the rights of others and so should you. You therefore shall not:

• violate or infringe someone else’s rights of publicity, privacy, copyright, trademark, or other intellectual property right;
• 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;
• post anything that is false, misleading, untruthful or inaccurate or that includes anyone’s personal information; or
• impersonate any person or entity, including any of SiteOwl’s Representatives or any other customer or User.

11. Security

11.1 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 you change or deactivate the email that you used to create a SiteOwl account, you must update your account information within 72 hours to prevent us from sending to someone else messages intended for you.

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.

12. 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 Site 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 ALL OF THE 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.

13. 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 Site 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.

14. Usage Data; Customer Data; SiteOwl Content.

14.1 Tracking and Data Storage. Customer acknowledges and agrees that SiteOwl may (a) collect and store the Usage Data and (b) use the Usage Data to improve the SiteOwl Services and its business without restriction. SiteOwl will not share any Usage Data with any unrelated third parties.

14.2 Data Licenses.

• As between Customer and SiteOwl, Customer will at all times remain the exclusive owner of the Customer Data, and SiteOwl will at all times remain the exclusive owner of the Usage 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; provided, that no Customer Data that is identifiable to Customer will be disclosed to third parties without Customer’s consent.
• SiteOwl hereby grants to Customer a non-exclusive, non-sublicensable and non-transferable, limited license to use any Usage Data that SiteOwl shares with Customer for Customer’s internal business purposes during the Term.

14.3 Customer Data Responsibilities. Customer 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, 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.

14.4 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 only for Customer’s internal business use during the Term. Unauthorized use, resale, or commercial exploitation of the SiteOwl Content in any way is expressly prohibited. Customer shall not copy, license, sell, transfer, make available, distribute, or assign this license or the SiteOwl Content to any third-party.

15. Permitted Devices. 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.

16. Confidential Information.

16.1 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 to the other party (as the “Receiving Party”) Confidential Information. 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) the Customer Data are the Confidential Information of Customer and (b) the Usage Data, the Security Systems Services and SiteOwl Platform are the Confidential Information of SiteOwl.

16.2 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.

16.3 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 16.4, 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 16; 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 16;
• 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 16.

16.4 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 16.3; 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 16.4, 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 16.
17. Prohibited Conduct.

BY ACCESSING OR USING THE SECURITY SYSTEMS SERVICES, THE SITEOWL PLATFORM OR ANY OF THE OTHER SITEOWL SERVICES OR SITEOWL CONTENT YOU AGREE NOT TO:

17.1 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);

17.2 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 this Agreement 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;

17.3 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;

17.4 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;”

17.5 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;

17.6 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;

17.7 Take any action that SiteOwl determines, in its sole discretion, imposes or may impose, an unreasonable or disproportionately large load on its infrastructure;

17.8 Upload invalid data, viruses, worms or other software agents through the SiteOwl Platform and/or any of the other SiteOwl Services;

17.9 Collect or derive any personally identifiable information, including names, email addresses from the SiteOwl Platform and/or any of the other SiteOwl Services except as may be expressly contemplated by this Agreement and the Privacy Policy;

17.10 Impersonate any person or entity, use a fictitious name, or misrepresent your affiliation with a person or entity;

17.11 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; or

17.12 Use the SiteOwl Services or the SiteOwl Platform for any commercial solicitation purposes.

18. Third-Party Sites. The Security Systems Services, the SiteOwl Platform and the other SiteOwl Services may now or in the future include links or references to other web sites or services (“Third-Party Sites”) solely as a convenience to Customers and other Users. SiteOwl does not endorse any such Third-Party Sites or the services, information, materials, products, or services contained on or accessible through Third-Party Sites. In addition, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through any of the SiteOwl Services are solely between you and such advertiser. Access and use of Third-Party Sites, including the information, materials, products, and services on or available through Third-Party Sites are solely at your own risk.

19. Mobile and Data Services. You are responsible for any mobile and data charges that you may incur for accessing and using the Security Systems Services, the SiteOwl Platform or any of the other SiteOwl Services. If you are unsure what those charges may be, you should ask your service provider before using any of the SiteOwl Services. 

20. Ownership; Feedback.

20.1 Ownership. SiteOwl  shall own all right, title and interest in the Security Systems Services, the SiteOwl Platform, the Site and the other SiteOwl Services. 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 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.

20.2 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 SiteOwlPlatform 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. You grant us the right to use the name that you submit in connection with any Feedback.

21. Indemnification

21.1 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; provided that SiteOwl shall not be obligated to indemnify Customer to the extent that any Infringement Claim arises out of or results from:

1. 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;
2. 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, or Customer’s negligence, abuse, misapplication, or misuse of the Security Systems Services, the SiteOwl Platform or any of the other SiteOwl Services, if such infringement would not have occurred but for such modification;
3. 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;
4. 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;
5. 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
6. 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 data set-up fees) for the remainder of the then current Term.

21.2 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 or (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, except to the extent arising 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 21.1.

21.3  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 21.1 or Section 21.2 (an “Indemnification Claim”). The party seeking indemnification (the “Indemnitee”) shall cooperate with the other party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor shall immediately take control of the defense and investigation of such Indemnification Claim and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any obligations under this Section 21.3 will not relieve the Indemnitor of its obligations under this Section 21 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitor shall not settle any claim that would require the admission of liability or the payment of money by the Indemnitee without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

22. No Warranties; Disclaimers.

22.1 No Warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SITEOWL AND ITS AFFILIATES, CONTRACTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, THIRD-PARTY PARTNERS, LICENSORS AND SUPPLIERS (COLLECTIVELY, THE “SITEOWL PARTIES”) DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED WITH RESPECT TO THE SECURITY SYSTEMS SERVICES, THE SITEOWL  PLATFORM, THE SITE AND THE OTHER SITEOWL SERVICES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, SITEOWL PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, THAT THE SECURITY SYSTEMS SERVICES, THE SITEOWL  PLATFORM, THE SITE OR THE OTHER SITEOWL SERVICES, INCLUDING, WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY INTENDED RESULTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITEOWL PARTIES OR THROUGH THE SECURITY SYSTEMS SERVICES, THE SITEOWL  PLATFORM, THE SITE OR THE OTHER SITEOWL SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.  

22.2 “As Is” and “As Available” and “With all Faults”. YOU EXPRESSLY AGREE THAT THE SECURITY SYSTEMS SERVICES, THE SITEOWL  PLATFORM, THE SITE OR ANY OF THE OTHER SITEOWL SERVICES, ANY DATA, ASSESSMENTS, RESULTS, INFORMATION, THIRD-PARTY SOFTWARE, CONTENT, THIRD-PARTY SITE, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SECURITY SYSTEMS SERVICES, THE SITEOWL PLATFORM OR ANY OF THE OTHER SITEOWL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.

22.3 SiteOwl Platform Operations and Content. THE SITEOWL PARTIES DO NOT WARRANT THAT THE DATA, RESULTS, CONTENT, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE SECURITY SYSTEMS SERVICES, THE SITEOWL PLATFORM OR ANY OF THE OTHER SITEOWL SERVICES, OR ANY THIRD-PARTY SITE WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.

22.4 Accuracy. EXCEPT AS SPECIFICALLY PROVIDED IN WRITING BY SITEOWL, THE SITEOWL PARTIES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SECURITY SYSTEMS SERVICES, THE SITEOWL PLATFORM  AND THE OTHER SITEOWL SERVICES OR ANY THIRD-PARTY SITE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. 

22.5 Harm to Your Computer. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN CONTENT, INFORMATION, MATERIALS, ASSESSMENTS, RESULTS OR DATA THROUGH THE SECURITY SYSTEMS SERVICES, THE SITEOWL PLATFORM  OR ANY OF THE OTHER SITEOWL SERVICES OR ANY THIRD-PARTY SITE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.

23. LIMITATION OF LIABILITY AND DAMAGES.

23.1 Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING, NEGLIGENCE, WILL THE SITEOWL 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 SITE OR ANY OF THE OTHER SITEOWL SERVICES OR ANY THIRD-PARTY SITE, EVEN IF SITEOWL OR A SITEOWL AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, SITEOWL’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

23.2 Limitation of Damages. IN NO EVENT WILL THE SITEOWL PARTIES’ TOTAL LIABILITY TO YOU 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 SITE OR ANY OF THE OTHER SITEOWL SERVICES, OR YOUR 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.

23.3 Release for Disputes between Users. If you have a dispute with any other Users (including any other customer) 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.”

23.4 Third-party Sites. THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY THIRD-PARTY SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN SITEOWL AND RECEIVED THROUGH OR ADVERTISED ON ANY OF THE SITEOWL SERVICES OR RECEIVED THROUGH ANY THIRD-PARTY SITES.

23.5 Basis of the Bargain. YOU ACKNOWLEDGE AND AGREE THAT SITEOWL HAS OFFERED THE SECURITY SYSTEMS SERVICES, THE SITEOWL  PLATFORM, THE SITE 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.

23.6 Limitations by Applicable Law. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THIS AGREEMENT APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.

24. 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.

25. Miscellaneous.

25.1 Notice. SiteOwl may provide you with notices, including those regarding changes to this Agreement, by email, regular mail or postings on any of the SiteOwl Services. Notice will be deemed given twenty-four hours after the email is sent, unless SiteOwl is notified that the email address is invalid. Alternatively, SiteOwl may give you legal notice by mail to a postal address, if provided by you through any of the SiteOwl Services. In such case, notice will be deemed given three (3) days after the date of mailing. Notices posted on any of the SiteOwl Services are deemed given thirty (30) days following the initial posting.

25.2 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.

25.3 Dispute Resolution. If a dispute arises between you and SiteOwl, the goal is to provide you with a neutral and cost-effective method of resolving the dispute quickly. Accordingly, you and SiteOwl agree that any dispute, claim or controversy at law or equity that arises out of this Agreement, the Security Systems Services, the SiteOwl Platform, the Site or any of the other SiteOwl Services (a “Dispute”) will be resolved in accordance with this Section 24.3 or as SiteOwl and you otherwise agree in writing. Before resorting to these dispute methods, SiteOwl strongly encourages you to first contact SiteOwl directly to seek a resolution.

(a) Choice of Law. This Agreement shall be governed in all respects by the laws of the State of Texas, without regard to its conflict of law provisions. 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 DISPUTE OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE SITEOWL SERVICES.

(b) Arbitration and Class Action Waiver.

PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS.

(i)  ARBITRATION. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND SITEOWL (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) IN CONNECTION WITH THIS AGREEMENT, ANY ORDER, THE PRIVACY POLICY,THE SECURITY SYSTEMS SERVICES, THE SITEOWL  PLATFORM, THE SITE OR ANY OF THE SITEOWL SERVICES, INCLUDING WITHOUT LIMITATION YOUR RIGHTS OF PRIVACY WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION’S RULES FOR ARBITRATION AND YOU AND SITEOWL HEREBY EXPRESSLY WAIVE TRIAL BY JURY. ANY ARBITRATION SHALL BE IN ENGLISH AND THE PLACE OF ARBITRATION SHALL BE SAN ANTONIO, TEXAS. YOUR ARBITRATION FEES AND YOUR SHARE OF ARBITRATOR COMPENSATION SHALL BE GOVERNED BY SUCH RULES. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND SITEOWL WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. YOU MAY BRING DISPUTES ONLY ON YOUR OWN BEHALF.

Neither you nor SiteOwl will participate in a class action or class-wide arbitration for any disputes covered by this Agreement to arbitrate. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST SITEOWL INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if SiteOwl is a party to the proceeding.

This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with this Agreement.

(ii) Judicial Forum for Disputes. In the event that the agreement to arbitrate under Section 25.3(b) is found not to apply to you or your claim, you and SiteOwl agree that any judicial proceeding (other than small claims actions) 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 San Antonio, TX. Both you and SiteOwl irrevocably consent to venue and personal jurisdiction there. Notwithstanding the foregoing, SiteOwl may bring a claim for equitable relief in any court with proper jurisdiction.

(iii) Survival. This arbitration agreement will survive the termination of your use of the SiteOwl Platform or any of the other SiteOwl Services or your relationship with SiteOwl.

 

(c) 30 Day Right to Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in this Section 25.3 above by sending written notice of your decision to opt-out to support@getsiteowl.com. The notice must be sent to SiteOwl within thirty (30) days of your use of any of the SiteOwl Services or agreeing to this Agreement, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those sections. If you opt-out of these arbitration provisions, we also will not be bound by them.

(d) Improperly Filed Claims. All claims you bring against SiteOwl must be resolved in accordance with this Section 25.3. All claims filed or brought contrary to this Section 25.3 shall be considered improperly filed. Should you file a claim contrary to this Section 25.3, SiteOwl may recover attorneys’ fees and costs up to $15,000, provided that SiteOwl has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

(e) Prevailing Party. In the event that either party institutes any legal suit, action or proceeding against the other party arising out of or relating to this Agreement,  any Order, the Privacy Policy, the Security Systems Services, the SiteOwl  Platform, the Site 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.

(f) Limitation on Time to File Claims. ANY CAUSE OF ACTION OR DISPUTE YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PRIVACY POLICY, ANY OF THE SITEOWL SERVICES OR YOUR RELATIONSHIP WITH SITEOWL MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR DISPUTE IS PERMANENTLY BARRED.

25.4 Force Majeure. The obligations of SiteOwl in connection with the Security Systems Services and the other SiteOwl Services will be suspended by the occurrence of any event beyond its reasonable control, that renders its performance impossible including, acts of God, war, fire, flood, accident, strike, casualty, power or internet failures or interruptions, pandemics, governmental acts, orders or restrictions or inability to obtain suitable and sufficient labor and materials.

25.5 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.

25.6 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. 

25.7 Assignment. This Agreement and related Policies, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by SiteOwl without restriction. Any assignment attempted to be made in violation of this Agreement shall be void.

25.8 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.

25.9 Entire Agreement. This Agreement, together with 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 12 above.

25.10 No Agency. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement

25.11 Geographic Restrictions, Storage and Transfer of Your Information. SiteOwl is based in the state of Texas in the United States. SiteOwl makes no claims that accessing or using or that any of the SiteOwl Services or any of the content is accessible or appropriate outside of the United States. Accessing or using the  Security Systems Services, the Site or any of the other SiteOwl Services may not be legal by certain persons or in certain countries. If you access any of these SiteOwl Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against SiteOwl with respect thereto. Although users from all over the world may access the Site, keep in mind that no matter where you live or where you happen to use our services, you consent to us processing and transferring information in and to the United States and other countries whose data-protection and privacy laws may offer fewer protections than those in your home country.

25.12 Electronic Communications. The communications between you and SiteOwl use electronic means, whether you visit the Site or the other SiteOwl Services or send SiteOwl e-mails, or whether SiteOwl posts notices on the Site 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

25.13 Disclosures.

The Security Systems Services, the SiteOwl Platform, the Site and the other SiteOwl Services are offered by SiteOwl LLC, 1218 Arion Parkway, Suite 120, San Antonio, 78216 and email: support@getsiteowl.com.

If you are a California resident, you may have this same information emailed to you by sending a letter to SiteOwl LLC, 1218 Arion Parkway, Suite 120, San Antonio, 78216with your email address and a request for this information.

California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

©2022 SiteOwl LLC

Exhibit A

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 “Terms”):

1. Customer shall pay the Additional Services Fees in accordance with the applicable Order Form.
2. The Additional Services will be detailed in a separate statement of work. Customer may terminate a statement of work upon ten (10) day’s prior written notice to SiteOwl.
3. SiteOwl shall use commercially reasonable efforts to provide the Additional Services in accordance with the schedule as mutually agreed by the parties.
4. 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 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.
5. 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.
6. The Additional Services are subject to (i) the warranty disclaimers set forth in Section 22 of the Agreement and (ii) the limitation of liability provisions of Sections 23.1 and 23.2.
7. 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. 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. SiteOwl shall have no claim against Customer hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee or other benefits of any kind. Nothing in this Agreement shall create any obligation between either party and a third party.
8. To the extent that there is a conflict between these Terms and the terms of the Agreement, these Terms shall prevail.