Last updated: May 24, 2022

Region: North America

These are the Resideo Pro Terms which, together with the Service-Specific Terms (if any), comprise the Terms of Service that apply to your use of the Services. These Terms of Service are addressed to our business customers in the geographic region indicated above and their Users. For other regions and our consumer terms, please see our website.

1.      Overview

1.1. These Terms of Service are displayed or otherwise provided to you because you are preparing to download, install, access and/or use one of our Services. Certain capitalized words and phrases in these terms have special meanings that are provided where they first appear or in Section 18. These Terms of Service may be executed electronically. Once you indicate your agreement to be bound by these Terms of Service (the "Service Commencement Date" which may be different for each Service your procure), for example, by any of your employees or representatives clicking the "I agree" button or adding their electronic signature to it or similar, or if you earlier utilize in any manner a Service (or any part thereof, for example by accessing a website on which these Terms of Service appear) (" Acceptance"), you are legally bound and become a party to a legal contract between you and the specific affiliate of Resideo Technologies, Inc. identified in the Resideo Pro Terms or the relevant Service-Specific Terms as providing the relevant Service to you ("Resideo", "us", "we", "our"). You agree that your Acceptance is the legal equivalent of your manual signature to these Terms of Service.

1.2. The "Terms of Service" are comprised of:

1.2.1. these Resideo Pro Terms, which apply to all of our Services; and

1.2.2. Service-Specific Terms, which apply to particular Services and which may require you to provide additional information to us or the relevant third party service provider, to make additional representations concerning your compliance with legal requirements, to pay Fees, to assume additional liability or indemnities and/or to agree to a different governing law.

1.3. If you do not indicate your Acceptance of these Terms of Service you will not have access to and must not use the Services.

1.4. In entering into these Terms of Service, you represent and warrant that you are of legal age to form a binding contract, are not a person barred from receiving any Service under the laws of the United States or other applicable jurisdiction, are fully authorized to execute and deliver these Terms of Service, and that you have read and understand the Terms of Service or you have had the benefit of counsel in reviewing these Terms of Service and that you have either done so, or have knowingly and intentionally waived that opportunity.

1.5. If you use multiple different Services, the relevant Service-Specific Terms may be enforced by us or any of our Affiliates.

1.6. If you have entered into a separate written contract with us for the provision of the Services, those contracts are hereby terminated and are of no further force and effect and the terms hereof shall exclusively govern, absent a specific agreement signed by you and us contemporaneously with your acceptance of these terms, identifying which specific obligations shall survive.

1.7. We may update any part of the Terms of Service (including, for the avoidance of doubt, the Pro Terms, any Service-Specific Terms, any Documentation, any description of Fees, any Security Policy, any Support Policy, any Price List (as defined in relevant Service-Specific Terms), from time to time to reflect changes in the Services, our business and/or way of operating, for business, legal, regulatory or security reasons or to prevent abuse or harm. Such updates shall become effective when made available by us to you electronically, including by making such updates publicly available on our website(s) or via the Services.

2.      Use Rights, License

2.1. Subject to payment of the Fees (if any are specified to apply in the relevant Service-Specific Terms) and strict compliance with these Terms of Service, during the Term we shall provide you and your Users, strictly to the extent necessary for your proper access and use of the Services in compliance with these Terms of Service:

2.1.1. access, remotely through the provided portal, app, internet site and/or otherwise to the Services, including in connection with your use of devices, equipment or controls ("Devices") provided by us, Channel Partners or third parties with which we have made our Services compatible;

2.1.2. a personal, revocable, non-exclusive, non-assignable, non-transferable right to:

2.1.2.1. download, install, use and perform the features and functions of the Services on your mobile device or other hardware (subject to the payment of applicable Fees);

2.1.2.2. download, print, display, and reproduce the Documentation for the Services;

2.1.2.3. copy documents published by us on the World Wide Web for personal or non-commercial use only, provided any copy of these documents that you make shall retain all copyright and other proprietary notices contained herein; and

2.1.2.4. access and use data (including Personal Data) relating to Devices and their users in accordance with these Terms of Service. (collectively, “Use Rights”).

2.2. The Use Rights granted in these Terms of Service become effective on the relevant Service Commencement Date. If particular Services are provided to you on a subscription basis, then your right to possess or use the Services and your related Use Rights will terminate at the end of the applicable subscription period. Immediately upon termination or expiration of the Use Rights granted in these Terms of Service and unless otherwise specified in relevant Service Specific Terms, you must destroy all copies of the IPR comprised in the relevant Service(s) and all of its component parts from your systems, and either return to us or destroy the original and any stand-alone copies of such IPR and all of its component parts.

2.3. Service-Specific Terms that form part of these Terms of Service may specify different or additional Use Rights and/or metrics and limitations, including upon the number of users, data volume, numbers of sensors or other means used by us to measure usage or the imposition of Fees (the “Usage Metrics”). Your Use Rights are subject to such Usage Metrics if you exceed Usage Metrics, we may suspend access to the relevant Services until you pay the Fees. Subject to your Users' compliance with these Terms of Service, your Users may exercise all or a portion of your Use Rights.

2.4. No materials available via the Services may be stored, transmitted by any means (including but not limited to electronic, mechanical, scanning, photocopying or recording), unless specifically permitted in these Terms of Service.

3.      Acceptable Use

3.1. You may only use the Services in accordance with the Use Rights. You shall not (to the extent such prohibition is permitted under applicable law):

3.1.1. reverse engineer, decompile, disassemble, make machine code human readable or create derivative works or improvements of any Service;

3.1.2. make copies of the Services, "harvest" (or collect) information from our Services using an automated software tool or manually on a mass basis (this includes, for example, information about other users of our Services and information about the offerings, products, services and promotions available via our Services) or "stream catch" (download, store or transmit copies of streamed content) any part of the Services;

3.1.3. except as specifically set forth in these Terms of Service, rent, lease, copy, modify, translate, create derivative works based on, license, sub-license, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services (and/or any IPR comprised therein);

3.1.4. except as specifically set forth in these Terms of Service, make access to the Services available to any third party outside of your organization, nor make the output generated by the Services available to others in connection with a service bureau, application service provider, or similar business;

3.1.5. introduce, transmit or store viruses, trojans, worms, logic bombs, or other material into or via any Service that is malicious or technologically harmful;

3.1.6. interfere with the security or operation of any Service, "flood" our Services with requests or otherwise overburden, disrupt or harm them;

3.1.7. circumvent, or attempt to circumvent, any license management, security devices, access logs, or other measures provided in connection with the Service, or permit or assist any User or other person or entity to do the same;

3.1.8. attack our Services via a denial-of-service attack or a distributed denial-of service attack;

3.1.9. frame or mirror any Service;

3.1.10. alter or remove any of our or our licensor’s copyright or proprietary rights notices or legends appearing on or in the Services;

3.1.11. use the Services to create, benchmark or gather intelligence for a competitive offering;

3.1.12. use the Services to defame or harass, transmit obscene, libelous or otherwise unlawful materials (and if we, in our sole discretion, deem any Input Data submitted by you as inappropriate we may remove and/or delete it from the Services without prior notice to you);

3.1.13. in connection with your use of the Services:

3.1.13.1. infringe another’s IPR including failing to obtain permission to upload/transfer/display works of authorship;

3.1.13.2. intercept or expropriate data;

3.1.13.3. process Personal Data other than in compliance with these Terms of Service and applicable law; or

3.1.13.4. spam, spoof or otherwise misrepresent transmission sources;

3.1.14. probe, scan, test the vulnerability of any security measures associated with the Services or supporting system or network;

3.1.15. obtain, or attempt to obtain, access to any Service (or part thereof) which is not intended for access by you;

3.1.16. restrict or inhibit any Service and/or Device user(s) from using and enjoying the Services and/or Device(s);

3.1.17. utilize any Service in hazardous environments requiring fail-safe performance where failure could lead directly or indirectly to personal injury (including death) or property or environmental damage, such as nuclear facilities, aircraft navigation or communication, traffic control, direct life support or weapons systems;

3.1.18. use any Service in a way that would reasonably be expected to cause liability or harm (including financial or reputational) to us or our other customers or end users.

3.2. You may link to our publicly available Services, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to our Services in any website that you do not own. Unless specifically permitted in these Terms of Service, our Services must not be framed on any other site, nor may you create a link to any part of our Services that is not publicly available. We reserve the right to withdraw linking permission without notice.

3.3. Where our Services allow you to contact third parties (such as consumers and/or leads notified to you via the Services), you may only contact them with their consent and within the scope authorized by us. You must always respect the contact preferences set by such third parties and you must not contact them if you have separately received an instruction from them not to be contacted by you.

3.4. During the Term and for 24 months after the end of the Term, we or our designee can, during normal business hours upon reasonable notice, access, inspect and audit, your compliance with these Terms of Service and you will furnish such information and access to personnel as we may reasonably request. We have the right to monitor usage of the Services.

3.5. You must comply with all applicable laws and Documentation provided by us in connection with your use of the Services. If you breach this provision:

3.5.1. you may commit a criminal offense under local law, and we will report any such breach to the relevant law enforcement authorities and we will co-operate with them by disclosing your identity and other relevant details to them; and

3.5.2. your right to use our Services will cease immediately.

4.      User Accounts and Obligations in Operating Accounts

4.1. As part of the Services, you and your Users may be required to download and install software, use an Internet portal or site, and/or set up and log in to accounts with particular usernames, identification codes, passwords or other credentials (as issued by us or created by you, "Account Credentials"). You are in all cases responsible for your Users' compliance with these Terms of Service and their actions or inactions concerning the Services.

4.2. In operating such account(s), you and Users must:

4.2.1. maintain strict confidentiality of Account Credentials;

4.2.2. not allow others to use your Account Credentials or access your account;

4.2.3. immediately notify us of any unauthorized use or breach of security related to your account or Account Credentials;

4.2.4. submit only complete and accurate information; and

4.2.5. maintain and promptly update information if it changes.

4.3. We are neither responsible, nor liable for the actions or inactions of your Users, and you will be responsible and liable for all access to and use of the Services via your account (including your Users' accounts), whether or not authorized by you. If you know or suspect that anyone other than you knows your Access Credentials, you must promptly notify us at: prowebsitesupport@resideo.com

4.4. We have the right to disable any User account, identification code or password, whether chosen by you or allocated by us, at any time if in our sole opinion you or a User has failed to comply with any of the provisions of these terms or if such action is otherwise necessary to ensure the continued and secure operation of the Services.

5.      Support, Updates, Communication

5.1. Support and/or service levels for the Services, if any, are stated in the applicable Service-Specific Terms (“Support Policies”). If no Support Policies are specified for the Services, we will use commercially reasonable efforts to maintain the Services subject to scheduled downtime, routine and emergency maintenance and force majeure. We may suspend, modify, discontinue, withdraw or restrict the availability of all or any part of the Services at any time and for any reason and without liability but we will try to give you reasonable notice thereof. We are not responsible or liable for any problems, unavailability or security incidents arising from:

5.1.1. conditions or events outside of our reasonable control;

5.1.2. cyber-attack;

5.1.3. public internet and communications networks;

5.1.4. data, software, hardware, Devices, telecommunications or networking equipment not provided by us;

5.1.5. Installation of any hardware or Devices that are utilized with the Services; 

5.1.6. your and any Users' use of the Services other than in compliance with these Terms of Service, your/their failure to use the latest version of the Services and/or your/their failure to follow published Documentation; and/or

5.1.7. any modifications or alterations not made by us.

5.2. We may from time to time develop and make available enhancements, new features, updates, upgrades and/or bug-fixes in respect of the Services, change or remove features("Updates"), either for free or for a specified Fee. You hereby agree (also on behalf of your Users, whom you must inform appropriately) to us installing Updates automatically on your and your Users' systems where required, and if required by us, you will provide proper notice and support to your Users in connection with any such Update. You hereby release us, our affiliates and third-party suppliers and service providers, of any and all liability arising out of or resulting from such action. These Terms of Service apply to all Updates even if we do not separately require you to re-confirm your agreement.

5.3. We process your, your Users' and other relevant end -users' personal data as set out in the privacy notice applicable to the relevant Services. You and your Users must review such privacy notice before using the relevant Service. You also understand that you and your Users may receive operational, transactional and other legally required correspondence from us such as registration confirmations, security notifications, account actions, purchase receipts, downtime notifications, notifications about changes in these Terms of Service, recall notices or end of Service notifications. Such correspondence is required in order for the Services to function as described, in order for the Services to comply with applicable laws or for us to meet our legal obligations or exercise our rights under these Terms of Service or applicable laws.

5.4. We may also send you and your Users marketing communications in accordance with your and your Users' marketing preferences and applicable law. You are able to opt-out from marketing communications at any time and free of charge, either by using the “unsubscribe” functionality within our marketing messages or by contacting us using the contact information listed in our privacy notice at https://www.resideo.com/privacy.

5.5. If you are established in the United States, you agree to the Resideo group of companies (as listed on our website) using your personal information (including your email address, phone number and other personal information we may hold about you such as your profile or otherwise learn about you such as how you use and interact with the Services) to:

5.5.1. send you personalized marketing via email, other online messaging platforms, telephone and SMS;

5.5.2. tailor the Services to you and/or your Users and this may also include using third parties to show you advertisements elsewhere (for example, on other websites) that we think may be of interest to you.

6.      Fees, Tax

6.1. Fees, if any, together with payment timing and related information are stated in the applicable Service -Specific Terms, and shall be subject to change upon notice. To the extent permitted by applicable law, disputes as to invoices must be accompanied by detailed supporting information and if not raised within 15 days following the invoice date are deemed waived. We reserve the right to correct any incorrect invoices which must be paid by the original invoice payment due date or the issuance date of the corrected invoice, whichever is later.

6.2. Your obligation to pay is not contingent on our performance under different agreements or your receipt of payment from other parties and you may not set off any invoiced amounts against any amount due from us.

6.3. All Fees shall be net of any and all present or future taxes, duties, levies, imposts, assessments or other charges (including penalties, interest and other additions thereto) that are imposed by or on behalf of any political subdivision or territory or possession of any such country or any authority or agency therein or thereof having power to tax, telecommunications fees or charges, VAT, in each case, including without limitation royalties, or other fees and expenses (“Taxes”) and you shall have the obligation to pay any and all such Taxes deemed due and payable arising out of or in connection with the provision of the Services by us to you or your provision of your own services that are, in part, reliant on the Services to any third party or end user, regardless of whether we separately invoice for them. In addition, all payments by you under these Terms of Service will be made free and clear of and without deduction or withholding for or on account of any Taxes unless such withholding or deduction is required by law. If you are required by law to make any such withholding or deduction, you will pay to us such additional amounts as may be necessary so that the net amount received by us after deduction or withholding for or on account of any such present or future Taxes will not be less than the amount then due and payable under these Terms of Service. If any payment to us is subject to withholding tax, you must remit such amount to the appropriate authority in accordance with any applicable law. Delay or failure to pay any such amounts shall be deemed a material breach of these Terms of Service for which you shall indemnify, defend and hold us harmless. For the avoidance of doubt, you shall pay any corresponding taxes to the appropriate taxing agency, including but not limited to VAT. You will provide us with official receipts issued by the appropriate authority to establish that any such withholding or other applicable taxes have been paid, within 30 days following the invoice date.

6.4. We may invoice sales, digital and related taxes (e.g. VAT) unless you provide a valid exemption certificate in advance.

6.5. If you are delinquent in your payment of applicable Fees, we may, without prejudice to any other legal or equitable remedies, suspend performance of the Services with or without prior notice, charge a late payment Fee of 1.5% per month (or the maximum permitted by applicable law, if lower) and collection costs including reasonable attorneys’ and collection fees.

6.6. You understand and agree that our credit group, or agent, has your permission to conduct a credit investigation including, but not limited to bank and trade references and credit bureaus in connection with the provision of credit or the Services to you. A Credit Application may be provided to you. We may take remedial action or impose additional credit obligations if there is an adverse change in your creditworthiness.

7.      Term, Termination

7.1. These Terms of Service become effective on the Service Commencement Date and continue for the duration of your use of the Services (or for the period specified in the relevant Service-Specific Terms, if shorter) unless terminated earlier by us pursuant to this Section or the relevant Service-Specific Terms (the “Term”).

7.2. We may terminate the Terms of Service (and/or any particular Use Rights or Service-Specific Terms) if you:

7.2.1. have breached or are in breach of any of the Terms of Service, including if you fail to pay any Fees when due;

7.2.2. you have used or are using the Services in a manner that is fraudulent, infringes our IPR, or may subject us to third party liability;

7.2.3. have done or are doing anything (including by omission) that has or is likely (in our opinion) to cause us to be in violation of applicable laws or to negatively affect our reputation and/or goodwill;

7.2.4. are insolvent, attempt to obtain protection from creditors or wind down operations; and/or

7.2.5. in our reasonable business judgment, we have determined that the continuation of the provision of relevant Services is either not commercially feasible or not in line with our corporate strategy.

7.3. Instead of termination, we may, with or without notice, suspend Use Rights if we determine that you or Users are or may violate the Terms of Service. During suspension, you and Users will not have access to all or part of the Services and may be unable to access Input Data.

7.4. Upon termination or expiry, you must:

7.4.1. pay all Fees due;

7.4.2. provide, where required under relevant Service-Specific Terms, reasonable assistance and cooperation regarding the transfer of your Input Data to relevant third parties;

7.4.3. discontinue all use of the Services;

7.4.4. delete all copies of the Services (including any part of it, including Account Credentials);

7.4.5. subject to the relevant Service-Specific Terms, destroy all Confidential Information.

7.5. Sections 3 and 6 to 18 and those portions of the Terms of Service that by their nature should survive, survive termination or expiration.

8.      IPR, Data

8.1. As between you and Resideo, all right, title and interest, including all IPR in and to the Services and all of their derivative works and improvements, are retained by Resideo or its licensors. The Services may contain or be derived from IPR of third-party licensors. Such third-party materials may be subject to restrictions in addition to those listed in these Terms of Service and you agree that any third party supplier shall have the right to enforce such restrictions with respect to such third party’s software. Resideo Technologies, the Resideo Technologies logo, and all product names appearing on or within our Services are among the trademarks and/or service marks owned by Resideo Technologies, Inc., or its subsidiaries or affiliates. Our status (and that of any identified contributors) as the authors of the Services must always be acknowledged.

8.2. Except as expressly stated in the Terms of Service, nothing contained in this Section shall be construed (whether by implication, estoppel or otherwise) as conferring any license or right under any of our IPR. Each Service is licensed as a single product and its component parts may not be separated for use on more than one computer.

8.3. You retain all rights over Input Data and you are solely responsible for securing and backing up your Input Data.

8.4. You grant us a limited, non-exclusive, global and royalty-free license (with the right to sublicense) to your Input Data so that we and our Affiliates can retain, transfer, disclose, duplicate, analyze, modify and otherwise use your Input Data (and all IPR contained therein, including but not limited to, your tradenames, trademarks, logos) to provide, protect, improve or develop the Services and our other products or services. You hereby certify that you own all rights, title and interest in and to the Input Data, or otherwise have the right and license to use such Input Data.

8.5. Your Input Data must be of a professional nature, not offensive or in violation of any law or regulation. If you use the Services to display your Input Data on Devices not owned by you (for example, using the Services to show your logo on end user Devices), you must represent and warrant that you have all necessary rights and permissions to do so. We may disclose your identity to any third party who is claiming that your Input Data constitutes a violation of their rights (including their IPR and their right to privacy).

8.6. We and our Affiliates may also use Input Data for any other purpose provided it is in an anonymized form that does not identify you. You waive all IPR in your Feedback and your Feedback shall be deemed to be non-confidential we shall have no obligation of any kind with respect to such Feedback and shall be free to reproduce, use, disclose and distribute the Feedback to others without limitation.

8.7. All information, analysis, insights, inventions and algorithms derived from Input Data and/or Feedback by Resideo or its Affiliates (but excluding the Input Data itself) and any IPRs obtained related thereto, are owned exclusively and solely by us and are our confidential information. You and Users shall not remove, modify or obscure any proprietary rights notices on the Services.

9.      Confidentiality

9.1. All Confidential Information shall be held in strictest confidence and shall not, without the written consent of the disclosing party, be used or disclosed except to the receiving party’s Affiliates, employees and service providers who are bound to substantially similar obligations of confidentiality and have a need to know. All Confidential Information shall remain the property of the disclosing party. Each party will be responsible for any breaches of the confidentiality obligations by its Affiliates, employees or service providers or Users. Neither party will use Confidential Information received from the other party to compete with the other party or for any purpose other than the fulfilment of these Terms of Service. The receiving party will keep the disclosing party's Confidential Information confidential for 10 years from disclosure, with the exception that software comprised in the Services will be kept confidential perpetually. Without limiting the foregoing, the receiving party may, if under order or subpoena, disclose Confidential Information as required under judicial, legislative, or administrative/regulatory investigations or proceedings; provided that, if permitted and reasonably practicable, the receiving party must provide the disclosing party with written notice of the disclosure, including advance notice and reasonable opportunity to contest or limit the disclosure.

9.2. The Services' contents and their internal operation, workings and processes are our Confidential Information. Input Data is your Confidential Information except if in an anonymized form that does not identify you or any individual. Personal Data comprised in Confidential Information is governed by the Data Privacy Agreement. To the extent information or contents of the Services are not recognized as trade secrets or otherwise protected by our IPR in any jurisdiction, such information and contents shall be deemed confidential, non-public information to be held by you in strictest confidence and not, without our express written consent, used or disclosed except to those who have a need to know and agree to be bound by this Section.

9.3. Each party hereby grants to the other party a non -exclusive license to use its Confidential Information disclosed in connection with these Terms of Service solely for performance of the recipient’s obligations under these Terms of Service. Except as expressly authorized under these Terms of Service, no party may transfer or disclose Confidential Information or assign its rights or obligations under this Section without the prior written consent of the disclosing party. All other transfers or assignments shall be null and void.

9.4. The parties acknowledge that damages for violation of the confidentiality obligations of this Section may be inadequate, and the parties agree that injunctive relief for any breach of these Terms of Service by the recipient of Confidential Information may be had in addition to any other remedies available.

9.5. Upon termination of these Terms of Service, the relevant Service -Specific Terms or upon request of the disclosing party, whichever occurs first, the recipient will promptly return to the disclosing party all Confidential Information received pursuant to the Terms of Service or the relevant Service-Specific Terms (as applicable), together with any and all copies thereof, or, if the disclosing party so requests, the recipient will destroy all such Confidential Information and provide the disclosing party with a written certification of the destruction.

9.6. You will not publicly announce or disclose the existence of your commercial relationship with us, or advertise or release any publicity regarding such commercial relationship, except where permitted under relevant Service-Specific Terms or with our prior written consent.

10.   Privacy, Security

10.1. Where we grant you access to Personal Data or you provide Personal Data to us (whether as part of Input Data, Feedback, Confidential Information or as part of your and/or your User's use of the Service), our Data Privacy Agreement applies.

10.2. Security measures and requirements for the Services, if any, are stated in the applicable Service-Specific Terms (the “Security Policy”). If no additional Security Policy is specified:

10.2.1. we will use commercially reasonable and customary administrative, physical and technical safeguards to protect Personal Data and Input Data and follow industry-standard security practices;

10.2.2. as required under applicable law, we will give you notice and reasonable details concerning any confirmed breach of security that, in our opinion, materially affects your use of the Services and you will work with us in good faith to develop any related public statements or required notices that you may issue; and

10.2.3. for Services that are provided free of charge and/or publicly available (including all of our public websites), we do not guarantee that such Services will be secure or free from bugs or viruses.

10.3. You must implement commercially reasonable and customary administrative, physical and technical safeguards in using the Services and follow industry-standard security practices, including by using virus protection software. You are responsible for configuring your information technology, computer programs and platform to be able to access the Services.

11.   Warranty, Disclaimer

11.1. Except as stated in these Pro Terms and applicable Service-Specific Terms, and without limiting our obligations under any specified Support Policy or Security Policy without prejudice to any liability which cannot be excluded or limited at law,

11.1.1. THE SERVICES ARE PROVIDED AS IS; AND

11.1.2. WE DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING (BUT NOT LIMITED TO) THOSE OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF THE SERVICES.

11.2. We do not warrant that the Services will meet your requirements or that the Services will always be available, uninterrupted, error-free or free of charge (where we do not currently require Fees to be paid).

11.3. Subject always to the relevant Service-Specific Terms, software provided by us in a Service will operate as described by the Documentation for 30 days from the date of download or installation, as applicable. Your sole remedy and our only liability for breach of this warranty is to use commercially reasonable efforts to repair or replace the non-conforming portion and, if we cannot accomplish a repair or provide a replacement after reasonable efforts to do so, refund to you any pre-paid but unused Fees in respect of such software on a pro-rata basis. This is the only warranty and only remedies we provide with respect to such software.

11.4. These Terms of Service also apply to our public websites on which these Terms of Service appear or from which they are linked to and which shall be deemed to be Services. Unless otherwise specified on such Services, such Services are operated by Ademco Inc. with an office at 2 Corporate Center Drive, Melville, NY 11747. Such Services are only directed to their intended audience and we do not represent that content available on or through such Services is appropriate for use or available in other locations or by other audiences. Such Services and all other Services provided free of charge are provided for general information only. They are not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from taking, any action on the basis of such Services and we make no representations, warranties or guarantees, whether express or implied, that such content is accurate, complete or up to date. Certain Services may include information and materials uploaded by other users, including to wikis and support forums. This information and these materials have not been verified or approved by us. The views expressed by other users on or via our Services do not necessarily represent our views or values.

11.5. Where our Services contain links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.

12.   Limitation of Liability

12.1. TO THE EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR UNCAPPED EVENTS AND AS OTHERWISE EXPRESSLY SET OUT IN THE RELEVANT SERVICE-SPECIFIC TERMS, IN NO EVENT SHALL WE, OUR AFFILIATES, OUR SERVICE PROVIDERS OR THEIR RESPECTIVE PRINCIPALS, SHAREHOLDERS, OFFICERS, EMPLOYEES, AFFILIATES, CONTRACTORS, SUBSIDIARIES, OR PARENT ORGANIZATIONS, HAVE ANY RESPONSIBILITY OR LIABILITY FOR:

12.1.1. INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS AND/OR LOST DATA;

12.1.2. THE ACCURACY, COMPLETENESS, LEGALITY, RELIABILITY, OR OPERABILITY OR AVAILABILITY OF ANY CONTENT OR INFORMATION OR MATERIAL PROVIDED BY OR ACCESSIBLE THROUGH THE SERVICES, INCLUDING (1) ANY THIRD PARTY-OPERATED PRODUCTS, SERVICES OR SITES THAT THE SERVICES LINK TO; AND (2) THE USE OF OR INABILITY TO USE THE SERVICES; AND (3) THE DELETION, FAILURE TO STORE, MISDELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL; AND (4) BREACHES OF SECURITY; AND (5) INFORMATION COMMUNICATED THROUGH MESSAGE BOARDS OR OTHER FORUMS; AND (6) ANY OTHER FAILURE TO PERFORM BY US; AND (7) DAMAGE, INJURY, OR LOSS OF LIFE OR DAMAGE TO PROPERTY;

12.1.3. ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY INFORMATION OR MATERIAL THROUGH THE SERVICES,

12.1.4. ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING, BUT NOT LIMITED TO, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, PANDEMICS, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, NON-PERFORMANCE OF THIRD PARTIES, OR LOSS OF OR FLUCTUATIONS IN HEAT, LIGHT, OR AIR CONDITIONING.

12.2. OUR, OUR AFFILIATES', OUR SERVICE PROVIDERS' AND THEIR RESPECTIVE PRINCIPALS', SHAREHOLDERS', OFFICERS', EMPLOYEES', AFFILIATES', CONTRACTORS', SUBSIDIARIES', OR PARENT ORGANIZATIONS', CUMULATIVE, AGGREGATE LIABILITY TO YOU REGARDLESS OF THE SERVICES YOU RECEIVE AND WHICH SHALL APPLY TO ALL SERVICES:

12.2.1. THAT ARE PROVIDED FREE OF CHARGE, FOR WHICH YOU DO NOT PAY FEES AND/OR THAT ARE PUBLICLY AVAILABLE (INCLUDING ALL OF OUR PUBLIC WEBSITES), IS EXCLUDED IN FULL; AND 

12.2.2. FOR WHICH YOU PAY FEES, IS LIMITED IN THE AGGREGATE TO DIRECT DAMAGES IN AN AMOUNT EQUAL TO U.S.$ 1,000.

12.3. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION APPLY TO ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE TERMS OF SERVICE, REGARDLESS OF FORM, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF POSSIBILITY OF DAMAGES.

12.4. The following “Uncapped Events” are not subject to the cap or exclusions above:

12.4.1. Indemnification for claims made by third parties for injury or death or physical damage to tangible property resulting solely from negligence of Resideo;

12.4.2. Indemnification for claims made by third parties resulting solely from our gross negligence, fraudulent or willful misconduct;

12.5. Nothing precludes a party from seeking declaratory, injunctive or other equitable relief from a court of competent jurisdiction.

13.   Indemnification

13.1. We will, at our cost and expense, defend your Indemnitees from, and hold them harmless from and pay or reimburse all Covered Liabilities arising out of claims by third parties that your use of the Services under the Use Rights infringed or misappropriated their IPR; provided that, with respect to patents, our obligation is limited to U.S. patents issued before the Service Commencement Date. We have no obligations to the extent a claim arises from:

13.1.1. Input Data, Feedback, your Confidential Information and/or Personal Data or IPR you provide;

13.1.2. your use of the outputs of the Services and where such claim would not have arisen but for the manner in which you have used the Services;

13.1.3. your use of Services that are provided free of charge, for which you do not pay Fees and/or publicly available (including all of our public websites);

13.1.4. use other than under Use Rights;

13.1.5. combining a Service with goods or technology or services not supplied by us;

13.1.6. modifications by anyone other than us; or

13.1.7. compromise or settlement made by you without our written consent.

13.2. If the Service is held to be, or we believe it may be, infringing, we will undertake at least one of the following with respect to the allegedly infringing materials:

13.2.1. procure a license to allow your use;

13.2.2. modify them to make them non-infringing; or

13.2.3. procure a license to a reasonable substitute product.

13.3. If we cannot (using commercially reasonable efforts) do one of these after a reasonable period, we may terminate the relevant Service-Specific Terms by notice and refund a pro-rata portion of pre-paid Fees received during the applicable period. The foregoing are our only liabilities and your Indemnitees’ only remedies for claims Services infringe, misappropriate or violate IPR.

13.4. You will, at your cost and expense, defend our Indemnitees against, and hold them harmless from and pay or reimburse all Covered Liabilities arising out of claims by third parties related to:

13.4.1. the use of the Services we provide to you and/or subsequently provided by you to any third party and/or any product you sell or install at any third-party location;

13.4.2. any failure, interruption, issue or other matter concerning the Services;

13.4.3. possession, processing or use of Input Data, Feedback, your Confidential Information, IPR and/or Personal Data provided by you in relation to the Terms of Service; or

13.4.4. you or Users’ infringement, misappropriation or violation of our or a third party’s IPR (except if caused by your authorized use of the Services).

13.5. The Indemnitees shall notify the indemnifying party in writing of a claim or other event requiring defense or indemnification promptly upon becoming aware thereof. The indemnifying party shall have the reasonable right to control the defense and/or settlement of each claim and the Indemnitees shall provide reasonable assistance.

14.   Compliance

14.1. You must comply with all laws and regulations applicable to your use of Services, including all United States (US), United Nations (UN) and other international or national laws or regulations concerning

14.1.1. prohibition against commercial bribery or giving anything of value to any governmental official or candidate for political office in exchange for commercial advantage of any kind;

14.1.2. prohibition against exporting or facilitating the export, directly or indirectly, of products to certain countries, entities and/or individuals which are embargoed by the United States or other applicable UN, international or national sanctions;

14.1.3. prohibition against complying with the boycott of certain countries covered by US anti-boycott legislation;

14.1.4. transferring any technology, know how or specialized technical information to countries where the transfer is regulated by licensing laws and permitting requirements with respect to such transfers; and

14.1.5. data privacy, transfer and localization laws.

14.2. You shall be solely responsible for obtaining any import, export, re-export approvals and licenses required for you to use the Services and your rights to use the Services are subject to such compliance.

14.3. You represent that neither you nor your Users are located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and further that neither you nor your Users are listed on any U.S. Government list of prohibited or restricted parties.

14.4. For purposes of Federal Acquisition Regulation, Defense Federal Acquisition Regulation Supplement and access by governmental authorities, the Services and Input Data are “commercial computer software”, “commercial computer software documentation” and “restricted data” provided to you under “Limited Rights” and “Restricted Rights” and only as commercial end items.

14.5. The applicable components of our software are “commercial items”, as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), and more specifically, is “commercial computer software” and “commercial computer software documentation”, as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202 -1 through 227.7202-4 (June 1995), the Software is provided to U.S. Government end users only as a commercial end item and with only those rights as are granted to all other customers pursuant to the Terms of Service.

15.   Channel Partners and Third Party Integrations

15.1. We may appoint Channel Partners which are independent entities who unilaterally set pricing and related terms which may include independent support for the Service. We are not responsible for Channel Partners’ acts, omissions, statements or warranties. Unless we agree otherwise, if you give Account Credentials to a Channel Partner and/or they access a Service on your behalf they are your Users including for purposes of restrictions and Fees based on Use Rights and User Metrics. You may remove any Channel Partner from accessing as your User either through the Service or by contacting us. If we end our contractual relationship with a Channel Partner through whom you purchased or operate or support the Services, you may designate a successor by provision of written notice to us within 10 business days of becoming aware they are no longer our Channel Partner. If we do not receive such notice from you, we may:

(a)    deactivate your account and Use Rights; or

(b)    transfer you to a party we select. If the predecessor had been paying Fees on your behalf and fails to pay us, you are responsible for payment of such Fees until transition to the successor is complete. 

15.2. You may be able to integrate services provided by third parties with certain of our Services. We are not responsible for the terms and conditions you enter into with such third-party service providers (whether or not via our Services). Third parties you retain are not our subcontractors or agents and we are not responsible for their acts and omissions even if they adversely affect the Services. We are not liable, to the fullest extent permitted by law, for any fees, damages and/or losses you incur and/or suffer as a result of your access and/or use of such third party services (whether or not integrated by you into our Services), you hereby release us from any and all claims you may have as a result of your access and/or use of such third party services and you indemnify us in full for and against all claims and losses brought against us by any third party as a result of your use of such third party services.

16.   Governing Law

The Terms of Service and the claims arising from it are governed by the substantive laws of the jurisdictions listed below and resolved under the procedural rules in the forums so indicated below:

16.1. The Americas. If the legal entity through which we enter into the Terms of Service is formed in:

16.1.1. the United States, then the construction, interpretation, and performance hereof and all transactions under the Terms of Service will be governed by the laws of the State of New York, U.S.A. without regard to or application of its principles or laws regarding conflicts of laws, and excluding the United Nations Convention on the International Sale of Goods of 1980 (and any amendments or successors thereto), and the federal or state courts in New York, New York will have exclusive jurisdiction of any dispute, arising out of or relating to the Terms of Service;

16.1.2. in Mexico, then the construction, interpretation, and performance hereof and all transactions hereunder will be governed by the laws of Mexico. without regard to or application of its principles or laws regarding conflicts of laws, and excluding the United Nations Convention on the International Sale of Goods of 1980 (and any amendments or successors thereto), and the courts in Mexico City will have exclusive jurisdiction of any dispute, arising out of or relating to the Terms of Service; and

16.1.3. in Canada, then the construction, interpretation, and performance hereof and all transactions hereunder will be governed by the laws of Ontario, Canada without regard to or application of its principles or laws regarding conflicts of laws, and excluding the United Nations Convention on the International Sale of Goods of 1980 (and any amendments or successors thereto), and the courts in Ontario, Canada will have exclusive jurisdiction of any dispute, arising out of or relating to the Terms of Service.

16.2. Asia Pacific.

16.2.1. If the legal entity through which we enter into the Terms of Service is formed in the People’s Republic of China, then the construction, interpretation, performance, and enforcement hereof all transactions hereunder and the parties relationship in connection therewith or any related claims whether founded in contract, tort or otherwise, will be governed by the laws of the People’s Republic of China without regard to or application of its principles or laws regarding conflicts of laws, and excluding the United Nations Convention on the International Sale of Goods of 1980 (and any amendments or successors thereto). Any dispute not resolved by the parties through consultations will be subject to binding arbitration in accordance with the rules of the China International Economic Trade Arbitration Commission (CIETAC). In any arbitration there will be three arbitrators. Each party will select and appoint one arbitrator within 30 days after the date of a request for arbitration. The third arbitrator will be jointly selected and appointed by the parties. If the parties fail to select and appoint the third arbitrator, the Chairman of CIETAC will select the third arbitrator. If a party does not select and appoint an arbitrator within thirty days after the selection and appointment of the first arbitrator, the relevant selection and appointment will be made by the Chairman of CIETAC. The place of arbitration will be Shanghai. The costs of arbitration and the costs of enforcing the arbitration award (including witness expenses and reasonable attorneys’ fees) will be borne by the losing party, unless otherwise determined by the arbitration award.

16.2.2. If the legal entity through which we enter into the Terms of Service is formed in Korea, Hong Kong, Malaysia, Singapore, Indonesia, Vietnam, Australia, and New Zealand, then the construction, interpretation, performance and enforcement hereof, all transactions hereunder and the parties relationship in connection therewith or any related claims whether founded in contract, tort or otherwise, will be governed by the laws of the country under which the legal entity through which we enter into the Terms of Service is formed, excluding the UN Convention on Contracts for the International Sale of Goods of 1980 (and any amendments or successors thereto), and:

16.2.2.1. any dispute arising out of or relating to the Terms of Service, including the breach, termination or validity thereof, will be finally resolved in accordance with the rules of arbitration as noted below:

·       Singapore, Indonesia, Vietnam, Malaysia, Australia, New Zealand - in accordance with the arbitration rules of the Singapore International Arbitration Center

·       Korea - in accordance with the arbitration rules of the Korean Commercial Arbitration Board

·       Hong Kong - in accordance with the arbitration rules of the Hong Kong International Arbitration Center

·       Taiwan - in accordance with the arbitration rules of the local Arbitration Act. The language of the arbitration shall be English;

16.2.2.2. Judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. 

The place of arbitration and the language of arbitration will be selected by Resideo.

16.3. Europe, Middle East, India, and Africa. If the legal entity through which we enter into the Terms of Service is formed in a European, Middle Eastern or African country or formed in a country not identified above, including, but not limited to India, then the construction, interpretation, performance and enforcement hereof and all transactions hereunder and the parties relationship in connection therewith or any related claims whether founded in contract, tort or otherwise, will be governed by the laws of England and Wales , without regard to or application of its principles or laws regarding conflicts of laws, and excluding the UN Convention on Contracts for the International Sale of Goods of 1980 (and any amendments or successors thereto) if applicable in such country. Any dispute arising out of or relating to the Terms of Service, including the breach, termination or validity thereof, will be finally resolved by a panel of three arbitrators in accordance with the Rules for Arbitration of the International Chamber of Commerce. Judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The place of arbitration be London, England and the language of arbitration will be English.

16.4. Additional rules applicable to Arbitration: Any award will be payable in the currency of the Terms of Service. Either party may apply to the arbitrators seeking injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either party also may, without waiving any remedy under the Terms of Service, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party, pending the arbitrators’ determination of the merits of the controversy. Unless otherwise selected by us, the language of the arbitration will be English. Pending settlement or final resolution of any dispute, you will proceed diligently with the performance of your obligations under the Terms of Service. The parties agree to keep confidential the existence of the arbitration, the arbitral proceedings, the submissions made by the parties and the decisions made by the arbitral tribunal, including its awards, except as required by applicable law and to the extent not already in the public domain.

17.   Miscellaneous 

17.1. We may assign or transfer the Terms of Service. You may not assign or transfer the Terms of Service without our prior written consent. Notices must be sent by reputable overnight courier to our address specified in the relevant Service-Specific Terms or, where none are specified, to Resideo Technologies, Inc., FAO: Vice President and General Counsel, 2 Corporate Center Drive, Suite 100, PO Box 9040, Melville, NY 11747, USA (with a copy to legalnotices@resideo.com) and deemed given three business days after sending. We may notify you of changes to these Terms of Service through a variety of means, including electronic mail, pop up notifications, in app notifications or other communications method.

17.2. Failures in performance beyond a party’s reasonable control are excused. Unenforceable provisions will be reformed to permit enforceability with maximum effect to the original intent. Waiver of a breach is not waiver of other or later breaches.

17.3. The parties are independent contractors of each other and neither party acts as the other's agent in connection with these Terms of Service, nor shall any party hold itself out as the agent of the other party. You have no right or authority to assume or create any obligations of any kind or to make any representations or warranties, whether expressed or implied, on behalf of us.

17.4. If required by our written contract with them, certain of our licensors are third party beneficiaries of the Terms of Service.

17.5. The controlling version of the Terms of Service is this English language version regardless of any translation. Les parties aux présentes confirment leur volonté que cette convention de même que tous les documents, y compris tous avis, s’y rattachant, soient rédigés en langue anglaise seulement.

17.6. The Terms of Service are the entire agreement with respect to the Service(s) you use, superseding (subject to Section 1) all prior or contemporaneous written and verbal agreements, pre-printed terms and conditions of any purchase orders issued by you (whether or not in connection with these Terms of Service) or proposals and cannot be modified except by written agreement. If you use a Service with Devices separately purchased from us or a third party, the Terms of Service take precedence for all matters involving the Service and over any terms contained in the documentation or terms of sale for such Devices. Conflicts among the different elements of the Terms of Service (including their Documentation and other linked policies) will be resolved by giving precedence as follows:

17.6.1. the Data Privacy Agreement,

17.6.2. Service-Specific Terms;

17.6.3. these Resideo Pro Terms;

17.6.4. other supplemental terms, agreements, Documentation or polices referenced in the Terms of Service.

17.7. Customer purchase orders are identified only to authorize payment and are not a part of the Terms of Service.

17.8. The word “including” is exemplary meaning “including, but not limited to.” The words “shall,” “will,” and “must” are obligatory while “may” is permissive, giving a right, but not an obligation. The section headings appearing in the Terms of Service are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or extent of such section or in any way affect these Terms of Service. The provisions of the Terms of Service shall apply to the fullest extent permitted by law and be interpreted and applied to a lesser extent, where necessary to be valid. The invalidity or unenforceability of any provision of the Terms of Service shall not affect any other provision and all such other provisions shall remain in full force and effect without change or modification thereof.

18.   Glossary/Definitions

"Affiliate” means any entity that controls, is controlled by, or is under common control with, another entity. An entity “controls” another if it owns directly or indirectly a sufficient voting interest to elect a majority of the directors or managing authority or otherwise to direct the affairs or management of the entity.

 "Channel Partner" means a person or entity that we appoint to resell or support Services, and/or distribute, integrate or bundle them with devices, services and/or equipment they or others own.

 "Confidential Information" means all information one party receives from the other in its performance of the Terms of

 Service that is generally not known, provided that, unless otherwise specified by us:

(a)       it is marked with “CONFIDENTIAL” or “PROPRIETARY” or similar marking at the time of disclosure; or

(b)       if it is disclosed orally or visually, it is identified as confidential at the time of disclosure and designated as confidential in writing within 30 days of disclosure summarizing the Confidential Information sufficiently for identification; or

(c)       solely in relation to information you receive from us, it should reasonably be understood to be confidential given the nature of the information as sensitive and non-public information.

 "Covered Liabilities” means costs, damages, awards, fees (excluding attorney’s fees), penalties, expenses and other amounts incurred by, awarded against or owed to a third party by the Indemnitees under Section 13.1(Indemnification).

 "Data Privacy Agreement" means the document called "Resideo Pro Data Privacy Agreement" available via our website.

 "Documentation" means any documents, manuals, instructions or similar materials provided to you for specific use with a particular Service

 "Feedback" means data and other information that you or your Users provide to us voluntarily via or in relation to our Services and which is not required in order for you or your Users to use the Services, such as questions, comments or suggestions regarding the content of the Services but excluding Personal Data.

 "Fees" means any fees, charges or other amounts identified as payable to us under or in connection with a Service

 "Indemnitees” means each respective party and its parent, Affiliate and subsidiary entities, and each of its and their officers, directors, employees, members, managers, shareholders and representatives. In the case of Resideo, Indemnitees further include our third-party licensors, third party end users of our products and services and third party-service providers engaged by us to provide some or all of the Services.

 "Input Data" means data and other information that you or persons acting on your behalf input, upload, transfer or make available in relation to a Service but excluding Feedback and Personal Data.

"IPR" means all intellectual property rights (including copyrights, trademarks and patents), proprietary rights (including trade secrets), and moral rights (including rights of authorship and modification) throughout the world.

 "Personal Data" has the meaning ascribed to the term "Personal Data" or "Personal Information" or "Personally Identifiable Information" (as relevant) under applicable privacy laws or, where such term is not defined there, means any information relating to an identified or identifiable natural person and an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person.

 "Service" means data, information, website, software, app, API, SDK, SaaS, PaaS, and/or IaaS services provided by us under the Terms of Service, as further described in the relevant Service-Specific Terms.

 "User” means you, your personnel, service providers and/or any third party or person accessing the Service under your Use Rights or on your behalf including any relevant Channel Partner.

 "You”, “your” and their variants mean collectively, the contracting entity executing or otherwise assenting to the Terms of Service as well as any individual who, acting on behalf of such entity, has administrator or similar rights to the Services. References to “you” and “your” in the context of Use Rights restrictions, conditions and related obligations include Users.