Aprilaire® Thermostat Mobile Application End User License Agreement
Notice: Please read this end user license agreement carefully before installing or using this software. This agreement is a legal contract between you and Research Products Corporation, Inc. (“RPC,” a Wisconsin corporation), and applies to your use of the Aprilaire Thermostat mobile application (“Software”) for use in connection with a Wi-Fi enabled Aprilaire Thermostat (“Product”) you have purchased. By making any use of the Software, you agree that you have read, understand and accept all of the terms and conditions stated in this agreement, the terms of service located at our website, the privacy policy located at our website, and the Product software license agreement located at my.aprilaire.com, all of which are hereby incorporated by reference. If you do not agree to the terms and conditions of this agreement, the terms of service and privacy policy, do not download or use the Software. You must be 18 or older and a resident of the United States or Canada to download or use the Software and by using the Software, you represent that you are at least 18 years of age and are a resident of the United States or Canada.
1. License Grant and Restrictions. Subject to the terms and conditions of this agreement, RPC hereby grants you, a limited, personal, nonexclusive, non-transferable, non-sublicensable, license to use the Software, in executable object code format, for the sole purpose of using the Product and accessing your account with RPC, during the term of this agreement and no longer. The first time you access the Software, you will be required to create your own, unique login credentials for accessing your account with RPC and controlling your Product, including creation of a user name and password. You shall not share your user name and password with others, as this helps avoid unauthorized usage by other persons or entities. You also shall not use other person’s user names and passwords. In addition, you shall not and shall not permit others to do any of the following: (i) translate, reverse engineer, decompile, recompile, update, modify or create any derivative work from the Software; (ii) sell, assign, sublicense, host, disclose, outsource or otherwise commercially exploit the Software; (iii) make any copies of the Software; (iv) make any use of the Software outside of your mobile device; or (v) alter or remove any logo, trademark, copyright or other proprietary notices from the Software.
RPC may develop patches, updates, bug fixes, upgrades, feature additions/deletions, and other modifications or improvements to the Software (“Updates”). Any Updates will be made available to you to download through the same mobile operating platform that you used to download the Software. If you do not download the Updates in a timely manner, your use of the Software and its output may be adversely effected.
2. Proprietary Rights. Except for the limited license granted in section 1, RPC hereby reserves all right, title, and interest to all intellectual property rights in and to the Software, including all inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, interaction data, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world, together with any suggestions, ideas, enhancement requests, feedback, recommendations, or other information you provide relating to the Software. Any rights not explicitly licensed to you under this agreement are hereby reserved by RPC. The Software is protected under federal and state law including applicable patent, copyright and trade secret laws. Further, RPC will own all Product Knowledge. For purposes of this section, “Product Knowledge” means all information, data, methods and processes that relate in any way to: (i) the Product; and (ii) your use of Software. To the extent you are the author or creator of any Product Knowledge, you hereby assign all right, title and interest to all such Product Knowledge to RPC. Product Knowledge excludes all of your personal information (e.g. name, address, telephone number, email address, etc.). Certain items of independent, third party code may be included in the Software that is subject to the GNU General Public License (“GPL”) or other open source licenses (“Open Source Software”). The Open Source Software is licensed under the terms of the license that accompanies such Open Source Software. Nothing in this agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for such Open Source Software. In particular, nothing in this agreement restricts your right to copy, modify, and distribute such Open Source Software that is subject to the terms of the GPL.
3. Term and Termination. This agreement is effective from the date of your acceptance and will run until terminated by you or RPC. This agreement will immediately terminate, without notice: (i) upon your breach of any of the terms of this agreement; or (ii) you breach the terms and conditions of the end user license agreement for your Product. Upon any termination: (a) RPC may immediately terminate your user account and its access to the Software; and (b) you shall immediately, delete all versions of the Software from your mobile devices. Upon request, you shall provide RPC with a certification of destruction reasonably acceptable to RPC. RPC may terminate this Agreement, including the license granted hereunder, by providing notice to you of such termination.
4. Limited Warranty and Disclaimer. RPC hereby represents that it has all necessary rights to enter into this agreement and grant the license described in section 1. Except for the limited warranty contained within this section, your use of the Software is at your sole risk and the entire risk as to satisfactory quality, performance, accuracy and effort is with you. To the maximum extent permitted by applicable law, the Software is provided “AS-IS” and “AS-AVAILABLE,” with all faults and without warranty of any kind, and RPC hereby disclaims all warranties and conditions with respect to the Software, either express, implied or statutory, including the implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, quiet enjoyment, and non-infringement of third party rights. RPC does not warrant against interference with your use of the Product or the Software, that the functions contained within the Software will meet your requirements, that the operations of the Software will be uninterrupted or error-free, or that defects in the Software will be corrected. No oral or written information or advice given by RPC or its authorized representative will create a warranty. Some jurisdictions do not allow the exclusion of implied warranties or limitations, so the above exclusion and limitations may not apply to you.
5. Internet Outages and Delays. Your use of the Software is subject to limitations, delays, and other problems inherent in the use of the internet, wireless networks and electronic communications. RPC is not responsible for any delays, delivery failures, or other damages resulting from such problems.
6. Exclusion of Damages; Limitation of Liability. To the maximum extent permitted by applicable law, RPC and it affiliates will not be liable to you for any direct, special, incidental, indirect, or consequential damages whatsoever, including damages for loss of profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty and any other pecuniary or other loss or inability to use the Software, even if the possibility of such damages is known to you or RPC. Some jurisdictions do not allow the limitation of liability for incidental, consequential, or certain other types of damages, so the exclusions set forth above may not apply to you. To the extent the foregoing limitation of liability is impacted by applicable law, in no event will RPC’s total liability to you for all damages, whether in contract, tort or otherwise, exceed $100. Additionally, the Software is not fail-safe and is not designed or intended for use in situations requiring fail-safe performance or in which an error or interruption in the Software could lead to injury to business, persons, property, or environment (“High Risk Activities”). You expressly assume the risks of any damages resulting from High Risk Activities.
7. Indemnification. You shall indemnify, defend and hold RPC and its affiliates, officers, directors, suppliers and agents harmless for all claims, losses and liabilities arising out of: (i) your use of the Software; (ii) your breach of this agreement; or (iii) your breach of RPC’s terms of service.
8. Export Restrictions. The Software may be subject to U.S. export controls administered by the U.S. Department of Commerce, the U.S. Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. You shall not use the Software or otherwise transfer, export or re-export it to countries against which the United States, Switzerland, or the European Union maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. You hereby represent and warrants that you are not located in, under the control of, or are a national or resident of an Embargoed Country; that you are not a Designated National; and that you shall comply strictly with all U.S., Swiss, and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.
9. Severability. The invalidity or unenforceability of one or more provisions of this agreement will not affect the validity or enforceability of any other provision.
10. Survival. Sections 2, 4, 6, 7, 9, 11 and 13 will survive any termination of this agreement.
11. Entire Agreement. This agreement, together with the terms of service, privacy policy, and Product software license agreement represent the complete agreement between the parties relating to the subject matter hereof.
12. Modification of Terms. Due to circumstances like changes in the law or changes in functionality offered in the Software, RPC may change the terms of this agreement from time to time and require you to accept such revised terms to continue to use the Software.
13. General. This agreement will be governed by the laws of the State of Wisconsin and controlling U.S. Federal Law, without regard to the choice or conflicts of law provisions of any jurisdiction. The exclusive forum for any disputes arising out of or relating to this agreement shall be an appropriate federal or state court sitting in Dane County, Wisconsin, and you hereby submit to the jurisdiction of these courts. No joint venture, partnership, employment, or agency relationship exists between you and RPC as a result of this agreement. RPC may assign this agreement at any time without notice to you. The failure of RPC to enforce any right or provision in this agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by RPC in writing. References to singular terms include the plural and references to plural terms include the singular. If you have questions or claims regarding the Software, please Contact RPC.
Aprilaire® Website End User License Agreement
Welcome to our website. If you continue to browse and use this website, you are agreeing to comply with and be bound by the following terms and conditions of use. If you disagree with any part of these terms and conditions, please do not use our website.
Notice: Please read this end user license agreement carefully before using this website or any of the software available through this software. This agreement is a legal contract between you and Research Products Corporation, Inc. (“RPC,” a Wisconsin corporation), and applies to your use of the Aprilaire website (“Software”) for use in connection with a Wi-Fi enabled Aprilaire Thermostat (“Product”) you have purchased. Your use of an Aprilaire Mobile Application, as well as use of Product, are governed by separate agreements. By making any use of the Software, you agree that you have read, understand and accept all of the terms and conditions stated in this agreement, the privacy policy located at our website, and the Product software license agreement located at my.aprilaire.com, all of which are hereby incorporated by reference. If you do not agree to the terms and conditions of this agreement and privacy policy, do not use the Software. You must be 18 or older and a resident of the United States or Canada to use the Software and this website, and by using the Software and this website, you represent that you are at least 18 years of age and are a resident of the United States or Canada.
1. License Grant and Restrictions. Subject to the terms and conditions of this agreement, RPC hereby grants you, a limited, personal, nonexclusive, non-transferable, non-sublicensable, license to use the Software, in executable object code format, for the sole purpose of using the Product and accessing your account with RPC, during the term of this agreement and no longer. The first time you access the Software, you will be required to create your own, unique login credentials for accessing your account with RPC and controlling your Product, including creation of a user name and password. You shall not share your user name and password with others, as this helps avoid unauthorized usage by other persons or entities. You also shall not use other person’s user names and passwords. In addition, you shall not and shall not permit others to do any of the following: (i) translate, reverse engineer, decompile, recompile, update, modify or create any derivative work from the Software; (ii) sell, assign, sublicense, host, disclose, outsource or otherwise commercially exploit the Software; (iii) make any copies of the Software; (iv) make any use of the Software outside of your mobile device; or (v) alter or remove any logo, trademark, copyright or other proprietary notices from the Software.
2. Proprietary Rights. Except for the limited license granted in section 1, RPC hereby reserves all right, title, and interest to all intellectual property rights in and to the Software, including all inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, interaction data, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world, together with any suggestions, ideas, enhancement requests, feedback, recommendations, or other information you provide relating to the Software. Any rights not explicitly licensed to you under this agreement are hereby reserved by RPC. The Software is protected under federal and state law including applicable patent, copyright and trade secret laws. Further, RPC will own all Product Knowledge. For purposes of this section, “Product Knowledge” means all information, data, methods and processes that relate in any way to: (i) the Product; and (ii) your use of Software. To the extent you are the author or creator of any Product Knowledge, you hereby assign all right, title and interest to all such Product Knowledge to RPC. Product Knowledge excludes all of your personal information (e.g. name, address, telephone number, email address, etc.). Certain items of independent, third party code may be included in the Software that is subject to the GNU General Public License (“GPL”) or other open source licenses (“Open Source Software”). The Open Source Software is licensed under the terms of the license that accompanies such Open Source Software. Nothing in this agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for such Open Source Software. In particular, nothing in this agreement restricts your right to copy, modify, and distribute such Open Source Software that is subject to the terms of the GPL.
3. Term and Termination. This agreement is effective from the date of your acceptance and will run until terminated by you or RPC. This agreement will immediately terminate, without notice: (i) upon your breach of any of the terms of this agreement; or (ii) you breach the terms and conditions of the end user license agreement for your Product. Upon any termination: (a) RPC may immediately terminate your user account and its access to the Software; and (b) you shall immediately, delete all versions of the Software from your mobile devices. Upon request, you shall provide RPC with a certification of destruction reasonably acceptable to RPC. RPC may terminate this Agreement, including the license granted here under, by providing notice to you of such termination.
4. Limited Warranty and Disclaimer. RPC hereby represents that it has all necessary rights to enter into this agreement and grant the license described in section 1. Except for the limited warranty contained within this section, your use of the Software is at your sole risk and the entire risk as to satisfactory quality, performance, accuracy and effort is with you. To the maximum extent permitted by applicable law, the Software is provided “AS-IS” and “AS-AVAILABLE,” with all faults and without warranty of any kind, and RPC hereby disclaims all warranties and conditions with respect to the Software, either express, implied or statutory, including the implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, quiet enjoyment, and non-infringement of third party rights. RPC does not warrant against interference with your use of the Product or the Software, that the functions contained within the Software will meet your requirements, that the operations of the Software will be uninterrupted or error-free, or that defects in the Software will be corrected. No oral or written information or advice given by RPC or its authorized representative will create a warranty. Some jurisdictions do not allow the exclusion of implied warranties or limitations, so the above exclusion and limitations may not apply to you.
5. Links to Other Sites & Third Party Products / Services. RPC may provide links, in its sole discretion, to other sites on the World Wide Web for your convenience in locating or accessing related information, products, and services. These sites have not necessarily been reviewed by RPC and are maintained by third parties over which RPC exercises no control. Accordingly, RPC expressly disclaims any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third-party Web sites. Moreover, these links do not imply an endorsement with respect to any third party or any Web site or the products or services provided by any third party. In addition, RPC, in its sole discretion, may post the advertisements of third parties on the RPC website and/or feature the materials, programs, products, and services provided by third parties. RPC makes no representations with respect to, nor does it guarantee or endorse, the quality, non-infringement, accuracy, completeness, timeliness, reliability, or correct sequencing of such third-party materials, programs, products, and services or any other materials, programs, products, and services such third party materials, products, and services may access. Your correspondence or any other dealings with third parties found the RPC website are solely between you and such third party. Accordingly, RPC expressly disclaims responsibility and liability for all third third-party provided materials, programs, products, and services contained or accessed through the RPC website, and you agree that RPC shall not be responsible for any loss or damage of any sort incurred as a result of any such dealings or as the result of the presence of such third parties on the RPC website.
6. Internet Outages and Delays. Your use of the Software is subject to limitations, delays, and other problems inherent in the use of the internet, wireless networks and electronic communications. RPC is not responsible for any delays, delivery failures, or other damages resulting from such problems.
7. Exclusion of Damages; Limitation of Liability. To the maximum extent permitted by applicable law, RPC and it affiliates will not be liable to you for any direct, special, incidental, indirect, or consequential damages whatsoever, including damages for loss of profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty and any other pecuniary or other loss or inability to use the Software, even if the possibility of such damages is known to you or RPC. Some jurisdictions do not allow the limitation of liability for incidental, consequential, or certain other types of damages, so the exclusions set forth above may not apply to you. To the extent the foregoing limitation of liability is impacted by applicable law, in no event will RPC’s total liability to you for all damages, whether in contract, tort or otherwise, exceed $100. Additionally, the Software is not fail-safe and is not designed or intended for use in situations requiring fail-safe performance or in which an error or interruption in the Software could lead to injury to business, persons, property, or environment (“High Risk Activities”). You expressly assume the risks of any damages resulting from High Risk Activities.
8. Indemnification. You shall indemnify, defend and hold RPC and its affiliates, officers, directors, suppliers and agents harmless for all claims, losses and liabilities arising out of: (i) your use of the Software; (ii) your breach of this agreement; or (iii) your breach of RPC’s terms of service.
9. Export Restrictions. The Software may be subject to U.S. export controls administered by the U.S. Department of Commerce, the U.S. Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. You shall not use the Software or otherwise transfer, export or re-export it to countries against which the United States, Switzerland, or the European Union maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. You hereby represent and warrants that you are not located in, under the control of, or are a national or resident of an Embargoed Country; that you are not a Designated National; and that you shall comply strictly with all U.S., Swiss, and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.
10. Severability. The invalidity or unenforceability of one or more provisions of this agreement will not affect the validity or enforceability of any other provision.
11. Survival. Sections 2, 4, 6, 7, 8, 9, 12 and 14 will survive any termination of this agreement.
12. Entire Agreement. This agreement, together with the terms of service, privacy policy, and Product software license agreement represent the complete agreement between the parties relating to the subject matter hereof.
13. Modification of Terms. Due to circumstances like changes in the law or changes in functionality offered in the Software, RPC may change the terms of this agreement from time to time and require you to accept such revised terms to continue to use the Software.
14. General. This agreement will be governed by the laws of the State of Wisconsin and controlling U.S. Federal Law, without regard to the choice or conflicts of law provisions of any jurisdiction. The exclusive forum for any disputes arising out of or relating to this agreement shall be an appropriate federal or state court sitting in Dane County, Wisconsin, and you hereby submit to the jurisdiction of these courts. No joint venture, partnership, employment, or agency relationship exists between you and RPC as a result of this agreement. RPC may assign this agreement at any time without notice to you. The failure of RPC to enforce any right or provision in this agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by RPC in writing. References to singular terms include the plural and references to plural terms include the singular. If you have questions or claims regarding the Software, please Contact RPC.
Aprilaire® Thermostat End User License Agreement
Please read this end user license agreement carefully before installing or using your Wi-Fi enabled Aprilaire Thermostat (“Product”). This agreement is a legal contract between you (on behalf of yourself and any entity that you represent or acting on your behalf) and Research Products Corporation, Inc. (“RPC,” a Wisconsin corporation) and applies to your use of the software (“Product Software”) that has been preinstalled on your Product. References to “you” include both you individually and any entity that you represent. By installing the Product in your home or facility and using the Product Software, you agree that you have read, understand and accept all of the terms and conditions stated in this agreement. Your use of RPC’s website located at my.aprilaire.com, is subject to RPC’s terms of service located at aprilaire.com. If you download RPC’s mobile application to a device, then you will be required to accept RPC’s Mobile Application End User License Agreement.
You represent and warrant that you have all necessary rights and authority to accept and agree to this agreement on behalf of yourself and any entity you represent or acting on your behalf. You represent and warrant that you are of sufficient legal age in your jurisdiction or residence to use or access the Product Software and to enter into this agreement. You further respresent and warrant that you are a resident of the United States or Canada and will use the Product only in the United States or Canada. If you do not agree to the terms and conditions of this agreement, do not use the Product Software and promptly return the Product to RPC for a refund of the purchase price.
As described in detail below, this agreement provides for automatic updates of the Product Software and notifies you of important limitations of the Product Software and related services. Please read these carefully as they may impact safety and uses of the Product.
1. License Grant and Restrictions. Subject to the terms and conditions of this agreement, RPC hereby grants you a limited, personal, nonexclusive, non-transferable, non-sublicensable, license to use the Product Software (and any Updates), in executable object code format only, for the sole purpose of using the Product that you own or control and only on the Product that you own or control, during the term of this agreement. You shall not do, and shall not permit others to do, any of the following: (i) translate, reverse engineer, decompile, recompile, update, modify or create any derivative work from the Product Software; (ii) sell, assign, sublicense, host, disclose, outsource or otherwise commercially exploit the Product Software; (iii) make any copies of the Product Software; (iv) make any use of the Product Software outside of the Product; or (v) alter or remove any logo, trademark, copyright or other proprietary notices from the Product Software.
2. Proprietary Rights. Except for the limited license granted in section 1, RPC hereby reserves all right, title, and interest to all intellectual property rights in and to the Product Software, including all inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, interaction data, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world. If you provide any suggestions, comments or input (including comments, suggestions or input regarding the possible creation, modification, correction, improvement or enhancement) regarding the Product or Product Software (collectively “Feedback”), then you shall assign and hereby assign to RPC all right, title and interest in such Feedback. RPC may make any use of the Feedback without any compensation to you. Any rights not explicitly licensed to you under this agreement are hereby reserved by RPC. The Software is protected under federal and state law including applicable patent, copyright and trade secret laws. Further, RPC will own all Product Knowledge. For purposes of this section, “Product Knowledge” means all information, data, methods and processes that relate in any way to: (i) the Product; or (ii) your use of Product Software. To the extent you are the author or creator of any Product Knowledge, you hereby assign all right, title and interest to all such Product Knowledge to RPC. Product Knowledge excludes all of your personal information (e.g. name, address, telephone number, email address, etc.). Certain items of independent, third party code may be included in the Software that is subject to the GNU General Public License (“GPL”) or other open source licenses (“Open Source Software”). The Open Source Software is licensed under the terms of the license that accompanies such Open Source Software. Nothing in this agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for such Open Source Software. In particular, nothing in this agreement restricts your right to copy, modify, and distribute such Open Source Software that is subject to the terms of the GPL.
3. Automatic Updates. RPC may develop patches, updates, bug fixes, upgrades, feature additions/deletions, and other modifications or improvements to the Product Software (“Updates”). RPC may install the Updates on your Product (via the wireless network the Product is connected to) at any time and without any further notice to you, and without any further consent being required. You hereby consent to the installation of each Update and the access of your wireless network by the Product Software to receive the Updates. If you do not wish to receive Updates, your sole remedies are to either: (i) stop using the Product entirely; or (ii) disconnect the Product from your wireless network.
4. Term and Termination. This agreement is effective from the date of your first use of your Product or the Product Software, and will continue as long as you own your Product unless sooner terminated by you or RPC. You may terminate this agreement by providing notice of termination to RPC. This agreement will immediately terminate, without notice upon your breach of any of the terms of this agreement. Upon any termination: (a) RPC may immediately terminate your user account and its access to the Product Software; (b) RPC may delete the Product Software from your Product; (c) all Product warranties are terminated. RPC may terminate this Agreement, including the license granted hereunder, by providing notice to you of such termination
5. Product Software Limitations. The Product and Product Software do not provide any emergency notifications to third parties and are not certified for emergency response. The Product and Product Software are not a third-party monitored emergency notification system. RPC does not monitor any emergency notifications to you, and will not dispatch emergency authorities to your home in the event of an emergency. The Product and Product Software cannot be considered a lifesaving solution for people at risk in the home, and are no substitute for emergency services. All life threatening and emergency events should be directed to the appropriate response services.
The Product Software may provide you with information (“Product Data”) regarding the Product in your home and its connection with other products and services. All Product Data is provided “as is” and “as available”. RPC does not guarantee that any Product Data will be correct or up to date. In cases where it is critical, accessing Product Data through the Product Software is not a substitute for direct access to the information in your home.
RPC does not guarantee any energy savings or other monetary benefit from the use of the Product or Product Software. Actual energy savings and monetary benefits vary with factors beyond RPC’s control or knowledge. RPC may use the Product Software to provide you with Product Data that is unique to you and your energy usage, and which suggests an opportunity to save money on energy bills if you adopt suggestions or features. Any such Product Data is based upon an automated analysis of the information you provide to RPC and the Product Knowledge. You acknowledge that any potential energy saving information provided by RPC is not a guarantee of actual savings, and you shall not seek monetary or other remedies from RPC if actual savings are not realized.
6. Limited Warranty and Disclaimer. RPC hereby represents that it has all necessary rights to enter into this agreement and grant the license described in section 1. Except for the limited warranty contained within this section, your use of the Product Software is at your sole risk and the entire risk as to satisfactory quality, performance, accuracy and effort is with you. RPC does not guarantee any specific functionality of the Product Software or specific results from its use. To the maximum extent permitted by applicable law, the Software is provided “AS-IS” and “AS-AVAILABLE,” with all faults and without warranty of any kind, and RPC hereby disclaims all warranties and conditions with respect to the Software, either express, implied or statutory, including the implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, quiet enjoyment, and non-infringement of third party rights. RPC does not warrant against interference with your use of the Software, that the functions contained within the Software will meet your requirements, that the operations of the Software will be uninterrupted or error-free, or that defects in the Software will be corrected. No oral or written information or advice given by RPC or its authorized representative will create a warranty. Some jurisdictions do not allow the exclusion of implied warranties or limitations, so the above exclusion and limitations may not apply to you.
Your use of the Product Data, Product Software and Product are at your own discretion and risk. You will be solely responsible for all losses, liabilities and damages relating to your use of the Product Data, Product Software and Product, including losses, liabilities and damages to your HVAC, plumbing, or electrical systems, or to other peripherals, computers and mobile devices connected to the Product or that access the Product Software.
7. Internet Outages and Delays. The Product and Product Software will function even if you do not have an internet connection, or if there is an interruption in your service. If your Product is not connected to a wireless network, or in the event of an outage, some of the features of the Product Software, Product Data and other services you may receive from RPC may also be interrupted until your service is restored. Your use of the Product Software is subject to limitations, delays, and other problems inherent in the use of the internet, wireless networks and electronic communications. RPC is not responsible for any delays, delivery failures, or other damages resulting from such problems.
8. Exclusion of Damages; Limitation of Liability. To the maximum extent permitted by applicable law, RPC and its affiliates will not be liable to you for any direct, special, incidental, indirect, or consequential damages whatsoever, including damages for loss of profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty, negligence, and any other pecuniary or other loss or inability to use the Product or Product Software, even if the possibility of such damages is known to you or RPC and its affiliates. Some jurisdictions do not allow the limitation of liability for incidental, consequential, or certain other types of damages, so the exclusions set forth above may not apply to you. To the extent the foregoing limitation of liability is impacted by applicable law, in no event will RPC’s and its affiliates’ total liability to you for all damages, whether in contract, tort or otherwise, exceed the greater of: (i) the actual fees you have paid to RPC over the previous 12 months (if any); (ii) $100; or (iii) the minimum amount required by applicable law. Additionally, the Software is not fail-safe and is not designed or intended for use in situations requiring fail-safe performance or in which an error or interruption in the Software could lead to injury to business, persons, property, or environment (“High Risk Activities”). You expressly assume the risks of any damages resulting from High Risk Activities.
9. Indemnification. You shall indemnify, defend and hold RPC and its affiliates, officers, directors, suppliers and agents harmless for all claims, losses and liabilities arising out of: (i) your use of the Product Software; (ii) your breach of this agreement; or (iii) your breach of RPC’s terms of service.
10. Export Restrictions. The Product Software may be subject to U.S. export controls administered by the U.S. Department of Commerce, the U.S. Department of Treasury Office of Foreign Assets Control, and other U.S. agencies, and the export control regulations of Switzerland and the European Union. You shall not use the Product Software or otherwise transfer, export or re-export it to countries against which the United States, Switzerland, or the European Union maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. You hereby represent and warrant that you are not located in, under the control of, or are a national or resident of an Embargoed Country; that you are not a Designated National; and that you shall comply strictly with all U.S., Swiss, and European Union export laws, and assume sole responsibility for obtaining licenses to export or re-export as may be required.
11. Government End Users. The Product Software is a “commercial item,” as that term is defined at 48 C.F.R. 2.101, and more precisely is “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, the Product 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 and conditions herein.
12. Severability. The invalidity or unenforceability of one or more provisions of this agreement will not affect the validity or enforceability of any other provision.
13. Survival. Sections 2, 4, 6, 8, 9, 10, 11, 12, 14 and 16 will survive any termination of this agreement.
14. Entire Agreement. This agreement, together with the terms of service, privacy policy, and any mobile application end user license agreement represent the complete agreement between the parties relating to the subject matter hereof.
15. Modification of Terms. Due to circumstances like changes in the law or changes in functionality offered in the Product Software, RPC may change the terms of this agreement from time to time and require you to accept such revised terms to continue to use the Product Software.
16. General. This agreement will be governed by the laws of the State of Wisconsin and controlling U.S. Federal Law, without regard to the choice or conflicts of law provisions of any jurisdiction. The exclusive forum for any disputes arising out of or relating to this agreement shall be an appropriate federal or state court sitting in Dane County, Wisconsin, and you hereby submit to the jurisdiction of these courts. No joint venture, partnership, employment, or agency relationship exists between you and RPC as a result of this agreement. RPC may assign this agreement at any time without notice to you. The failure of RPC to enforce any right or provision in this agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by RPC in writing. References to singular terms include the plural and references to plural terms include the singular. If you have questions or claims regarding the Software, please Contact RPC.