iControl Service Terms of Use

Welcome to the Service  provided to you by iControl Networks, Inc. (“iControl”).  We hope you find the Service valuable and easy to use.  This Agreement explains the terms and conditions that will apply to your use of the Service and the iControl.com website (the “Site”), and constitutes a legally binding agreement between you and iControl.

iControl  reserves the right to change these Terms from time to time.  It is your responsibility to review these Terms and to remain informed about any changes to them, so we encourage you to review these Terms frequently.  If iControl makes a change to these Terms that we believe has material impact on the Service, we will notify you of such change by email.

All references to “us,” “our” and “iControl” in this Agreement are intended to refer to iControl, Inc. and its affiliate entities.  All references to “you,” “your” and “user” in this Agreement are intended to refer to the subscriber to the Service (whether on a trial basis or through purchase of a subscription) and by or on whose behalf the “I Accept” button at the bottom of this page is clicked.

If you are an individual, you must be an adult of at least 18 years of age to enroll in the Service and by accepting these Terms, you confirm you are an adult of at least 18 years of age and that you are accepting these Terms on behalf of yourself and anyone in your household who will use the Service.  If you are an entity, by accepting these Terms, you confirm (through your duly authorized representative) that you are a corporation, partnership or other legal entity duly formed (and incorporated if applicable) in good standing where required to do business with all legal authority and power to accept these Terms.  You are also confirming that these Terms constitute a valid and binding obligation of yours. 

A.  Use of The Service

You agree to adhere to these Terms.  You also agree that the Service is provided for your personal, non-commercial use, is non-transferable and may not be resold.

B.  Compliance with Law

As a condition of your use of the Service you will comply with all applicable laws, rules and regulations in your use of the Service. In particular, applicable law may limit your usage of video and audio surveillance.  You agree that iControl will not be responsible for informing you of any such laws, rules or regulations or monitoring your use of the Service.

However, if iControl is notified of or has any reason to suspect that you are violating any applicable law, rule or regulation, iControl may investigate the allegation and determine in its sole discretion whether to notify the proper authorities and/or terminate your access to the Service.  iControl may disclose any of your electronic communications of any kind to satisfy any law, regulation, or government request; or if such disclosure is necessary to protect the rights or property of iControl or any a third party. 

C.  Use of iControl Box and Software

1. iControl Box.  You may access and use the Service only with an iControl box (the “iControl Box”) that is authorized to receive the Service and you agree not to tamper with or otherwise modify the iControl Box or any software embedded in the iControl Box (“Software”).  By using the Service, you agree to receive any software updates and upgrades that iControl sends to your iControl Box. 

2. Software Licenses.  You agree to comply with any software licenses that accompany any products or software provided by iControl.

3. Automatic Communications Features.  The iControl Box contains Software that consists of interactive Internet applications that perform a variety of communications over the Internet as part of their normal operation.  Some of these communications features are automatic and are enabled by default.  By installing and/or using the iControl Box that contains such Software, you consent to such Software’s communications features.  Once you use the iControl Box, user information including your User ID may be sent in communications with iControl’s servers.  This information is used to access your account and to provide the Service.  iControl may match this information to personally identifiable information in order to provide you with the Service. 

4.  Telephone Access and Possible Charges.  You are responsible for any telecommunications or other connectivity charges (including SMS charges) incurred as a result of using the Service and acknowledge and agree that you shall be solely responsible for all disputes with any telephone company related to the same.

D.  Privacy

Please review the iControl Privacy Policy [add link] to understand our practices.  You agree that the Privacy Policy is incorporated in these Terms. 

E.  Registration and Unauthorized Use

1. Registration.  All information that you provide to iControl must be accurate, including your name, address, credit or charge card numbers and expiration dates and any Service payment information (“Registration Data”).  You are responsible for keeping such information up to date and must provide changes promptly to iControl by entering such information on the Site or by contacting customer service.

2. Unauthorized Use.

a. Security Violation.  You understand and agree that any attempt to break security or to access an account that does not belong to you will be considered a material breach of these Terms, and such breach may result in suspension or termination of the Service and possibly referral to law enforcement authorities.  Obtaining unauthorized access to the Service, restricted portions of the Service or the telecommunications or computer facilities used to deliver the Service is a breach of these Terms whether or not such activities are a violation of the law.  Further, you are required to take adequate security measures to prohibit others from unauthorized access or use of the Service, including public use, and you must take prompt remedial measures upon notice of breaches or potential breaches of security.

b. Notification.  You agree to immediately notify iControl of any unauthorized use of your password or account or any other breach of security. 

c. Misuse of Network.  As a condition of your use of the Service, you will not:

• Transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software;
• Interfere with or disrupt (or attempt to interfere with or disrupt) the Service, Site or servers or networks used in connection with the Service, or disobey any requirements, procedures, policies or regulations of networks used in connection with the Service; or
• Provide any information to iControl that is false or misleading, that attempts to hide your identity or that you do not have the right to disclose including, but not limited to, sending material to iControl from an anonymous or false email address.

F.  Service Levels

iControl will use its reasonable commercial efforts to ensure the availability of the Service, but iControl makes no commitments regarding any particular uptime level.  iControl will use its reasonable commercial efforts to notify you in advance of any scheduled downtime, but does not guarantee that you will receive prior notice of downtime in all cases.

G.  Limitations

You understand that your use of the Service does not guarantee that your premises, or persons or property on your premises, will be safe or secure.  iControl is not an insurer and you will obtain from an insurer any insurance you desire.  The amount you pay us is based upon the services that iControl performs and the limited liability that iControl assumes under this Agreement and is unrelated to the value of your property or the property of others located in your premises.  In the event of any loss or injury to any person or property, you agree to look exclusively to your insurer to recover damages.  You waive all subrogation and other rights of recovery against us that any insurer or other person may have as a result of paying any claim for loss or injury to any other person.

H.  Changes To The Site and Service

iControl may make changes to the Service and the Site at any time without notice.

I.  Intellectual Property

The content, information, software, images, files, logos, service names, graphics, text, documents and services (“Materials”) offered on this Site, as well as their selection and arrangement, are protected by copyright, trademark, patent, and/or other intellectual property laws, and any unauthorized use of the Materials on this Site may violate such laws and these Terms.  Except as expressly provided herein, iControl and its suppliers do not grant any express or implied rights to use the Materials.  iControl is a trademark or registered trademark of iControl, Inc. in the United States and/or other countries. Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners. You may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software.

J.  Indemnification

You agree to indemnify and hold iControl, its officers, directors, employees, agents, successors, affiliates, sublicensees and assigns harmless from and against any and all claims, damages, losses, costs, liabilities and expenses (including reasonable attorneys’ fees and court costs) arising out of or related to any breach of these Terms or violation of any law or the rights of a third party, by you, anyone in your household, any of your employees or anyone acting under your direction, authority or control.

K.  Third Party Products and Services

Third party products and services may be made available or advertised on the Site.  You understand and acknowledge that iControl does not control, endorse, or accept responsibility for any content, products or service offered by third parties through the Site, including, without limitation, third party vendors and third parties accessible through links on the Site, and that any dealings you may have with such third parties are at your own risk.

L.  DISCLAIMERS

THE SERVICE IS PROVIDED BY ICONTROL “AS IS” AND ICONTROL AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES AND CONDITIONS, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  WITHOUT LIMITING THE FOREGOING:

(i) iCONTROL MAKES NO WARRANTY THAT THE SERVICE WILL BE EFFECTIVE, RELIABLE OR SECURE; 

(ii) iCONTROL MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOVER ABOUT ANY THIRD PARTY CONTENT, PRODUCTS OR SERVICE THAT MAY BE OFFERED OR PURCHASED THROUGH THIS SITE (OTHER THAN CERTAIN EXPRESS LIMITED WARRANITES THAT MAY BE PROVIDED FOR PRODUCTS PURCHASED FROM iCONTROL);

(iii) iCONTROL MAKES NO REPRESENTATION OR WARRANTY THAT YOUR PREMISES OR PERSONS OR PROPERTY ON YOUR PREMISES WILL BE SAFE OR SECURE; AND

(iv) iCONTROL DOES NOT WARRANT THAT THE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT the SERVICE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

M.  LIMITATION OF LIABILITY

TO THE FULLEST EXTENT ALLOWED BY LAW, iCONTROL AND ITS SUPPLIERS WILL NOT BE LIABLE FOR ANY LOST PROFITS, LOSS OF USE, COST OF COVER OR OTHER, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICE, THE SOFTWARE OR THE SITE, INCLUDING, WITHOUT LIMITATION, ANY LIABILITY FOR:

(i) DAMAGES TO PREMISES, PERSONS OR PROPERTY ARISING OUT OF OR RELATING TO THE USE OF THE SERVICE OR INABILITY TO USE THE SERVICE,

(ii) DAMAGES ARISING OUT OF SERVICE UNAVAILABILITY, AND

(iii) DAMAGES CAUSED BY THIRD PARTY PRODUCTS OR SERVICES MADE AVAILABLE THROUGH THE SITE. 

THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY WHETHER IN AN ACTION FOR BREACH OF CONTRACT, NEGLIGENCE, OTHER TORT, OR ANY OTHER THEORY, EVEN IF AN AUTHORIZED REPRESENTATIVE OF ICONTROL HAS BEEN ADVISED OR SHOULD HAVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES. 

OUR LIABILITY, AND THE LIABILITY OF OUR AFFILIATES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF SERVICE SUBSCRIPTION FEES YOU PAID TO US IN THE TWELVE (12) MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION GIVING RISE TO LIABILITY AROSE, OR (B) $100.

THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

N.  Termination

iControl may terminate this Agreement and your access to the Service and the Site at any time, with or without cause.  Sections J, L, M, Q and S will survive.  In the event of termination by iControl without cause, then iControl will refund to you any pre-paid Service subscription fees pro rata based on the number of unused months.

O.  International Use

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content. Please note that information published on the Site may refer to products, programs or services that are not available in your country. Contact iControl directly info@icontrol.com for information regarding the products, programs and services that may be available to you.

This Site is controlled, operated, and administered by iControl from its and its contractors’ facilities within the United States of America.  iControl makes no representation that this Site or the Service are appropriate or available for use at other locations outside the United States, and access to this Site from territories where the Site or the Service is illegal is prohibited. If you access this Site or use the Service from a location outside the United States, you are responsible for compliance with all local laws where you reside.  See Section P for further information on export control laws.

P.  Export Controls

You agree not to download any content, services or software or otherwise export or re-export into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria or any other country which the United States has embargoed goods or to anyone on the U.S. Treasury Department’s List of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders.  By downloading or using any content, services or software from the Site, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident, of any such country, or on any such list.

Q.  Governing Law; Dispute Resolutions

All legal issues arising from or related to the use of this Site, the Service, the Software and this Agreement will be construed in accordance with the laws of the State of California without regard to conflicts of law principles, and without regard to the United Nations Convention on the International Sale of Goods.  You irrevocably consent to bring any action to enforce this Agreement in the state or federal courts of Santa Clara County, California or the Northern District of California.

R.  Assignment

These Terms are personal to you and you may not assign or transfer these Terms under any circumstances, by operation of law or otherwise.  You agree that this Agreement and all incorporated agreements may be automatically assigned by iControl, in its sole discretion, to a third party in the event of a merger, acquisition, sale of assets or bankruptcy.

S.  Entire Agreement; Waiver; Severability

These Terms constitute the entire agreement between you and iControl with respect to the subject matter hereof. iControl’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision or of any other rights or provisions in these Terms.  If a court should find that one or more rights or provisions set forth in these Terms are invalid, you agree that the remainder of the Terms will be enforceable and that the invalid provision will be enforceable to the fullest extent permitted by law.

T.  Notice for California Users

Under California Civil Code Section 1789.3, California users are entitled to the following specific consumer rights notice: the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

U.  Contact Information

For any questions concerning this Agreement, please contact us in writing at legal@icontrol.com or iControl Networks, Inc., 3045 Park Blvd., Palo Alto, California 94306, Attention: Customer Service or by telephone at (650) 322-2300.