PLEASE READ CAREFULLY THESE TERMS OF USE, AS THEY CONSTITUTE A BINDING LEGAL AGREEMENT BETWEEN YOU AND CRESTRON , INC. ("CRESTRON"), AND GOVERN YOUR USE OF THIS WEBSITE AND THE INTERNET AND APPLICATION SERVICES ACCESSED THROUGH CRESTRON. BY USING THIS WEBSITE OR SUCH SERVICES, YOU ARE ACCEPTING AND AGREEING TO THESE TERMS OF USE ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ACCEPT AND AGREE TO THESE TERMS OF USE ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE USED AS EVIDENCE OF YOUR AGREEMENT TO THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THESE TERMS OF USE, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES ACCESSED THROUGH THIS WEBSITE. IN PARTICULAR, IF YOU DO NOT INDICATE YOU YOUR AGREEMENT TO THESE TERMS OF USE BY CHECKING THE "I AGREE" BOX BELOW, YOU WILL NOT BE PERMITTED TO REGISTER FOR USE OF THE SERVICES ACCESSED THROUGH THIS WEBSITE.
1. Introduction and Scope
Crestron ("Crestron") sells hardware products ("Crestron Hardware") and software, either embedded in the Crestron Hardware or distributed separately (the "Crestron Software" and together with the Crestron Hardware, the "Crestron System"). Crestron also owns and operates the websites located at www.crestron.com, applicationmarket.crestron.com, and other related Crestron web pages (collectively the "Website"), and provides access to certain Internet and software application services related to the use and operation of Crestron Hardware and Crestron Systems (the "Services"). These Terms of Use, together with the Crestron privacy policy, located at applicationmarket.crestron.com/privacy-policy/ ("Privacy Policy"), form a binding legal agreement between you and Crestron (the "Agreement") that sets forth the terms and conditions under which Crestron agrees to make the Website and the Services available to you and which govern your use of the Website and the Services provided to you.
For the avoidance of doubt, the Crestron End-User Software Tools License Agreement between you and Crestron (the "EULA") sets forth the terms and conditions that apply to your use of any Crestron Software, and the Third-Party Software Product "As Is" Warranty Statement ("Third-Party Software Warranty") sets forth the terms and conditions that apply to your use of any Third-Party Software.
Crestron may, in its sole discretion and without prior notice to you, add, delete or otherwise change the provisions of these Terms of Use by posting on the Website a version of these Terms of Use containing such changes. You should periodically check the Website for the most current version of these Terms of Use. If you are dissatisfied with any such changes to these Terms of Use, your sole recourse will be to cease use of the Website and the Services or any portion thereof, in accordance with Section 9 below.
2. Services
The features and functions of the Services are described in more detail in the applicable documentation and guidelines available elsewhere on the Website. The Services include any additional features and functionality that Crestron may, in its sole discretion and from time to time, offer to you. Crestron may, in its sole discretion and without notice to you, add, delete, or otherwise change features and functions of the Services at any time. If you are dissatisfied with any such changes to the Services, you may immediately cancel your use of such Services as provided in Section 9 below.
3. Eligibility and Registration
(a) You may register to use the Services only if you have the legal capacity to form a binding contract with Crestron. You may not use the Services if Crestron has previously prohibited you from use of the Website and/or the Services.
(b) During the registration process you may be asked to provide certain information (the "User Information") to Crestron such as: (a) your full name; (b) your mailing address; and (c) your e-mail address. You agree to provide accurate and complete User Information during the registration process. Crestron respects the privacy of your User Information and will treat User Information in accordance with the Privacy Policy.
4. License Rights and Use Restrictions
(a) Access and Use. Subject to the terms and conditions of this Agreement and payment of any applicable fees, Crestron grants you a non-transferable, non-exclusive, right (without the right to sublicense) to access and use the Services as provided to you by Crestron and solely for the purpose of downloading available Crestron Software or Third-Party Software for use with Crestron Hardware (the "Permitted Purpose").
(b) Certain Restrictions. Your use of the Services is subject to the following restrictions: you agree:
(c) IN ADDITION, IN NO EVENT DOES CRESTRON AUTHORIZE YOU OR ANYONE ELSE TO USE THE SERVICES WHERE THE FAILURE OF THE SERVICES TO PERFORM CAN REASONABLY BE EXPECTED TO RESULT IN SIGNIFICANT PHYSICAL INJURY, OR IN LOSS OR PROPERTY, OR IN LOSS OF LIFE. ANY SUCH USE IS ENTIRELY AT YOUR OWN RISK, AND YOU AGREE TO INDEMNIFY AND HOLD CRESTRON HARMLESS FROM ANY AND ALL CLAIMS OR LOSSES RELATING TO SUCH UNAUTHORIZED USE.
(d) Modification. Crestron reserves the right, at any time, to modify, suspend, or discontinue the Services or any part thereof, with or without notice. You agree that Crestron will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services or any part thereof.
5. Third-Party Software
(a) The Services may give you the ability to access Third-Party Software, such as graphical user interfaces, control modules, device drivers, and other application software controlled or provided by third parties. You understand and acknowledge that:
(b) You agree that Crestron will have no liability to you or to any third parties, including without limitation to anyone who uses a Crestron System in conjunction with any Third-Party Software. You also agree that the Services will not be used to illegally copy, display, or otherwise make use of Third-Party Software without authorization from the appropriate rights holder or in violation of applicable law. Unauthorized copying or distribution of copyrighted material or trademarks may constitute an infringement of the copyright or trademark holders' intellectual property rights. Crestron reserves the right to terminate your right to access and use the Services and delete your account if Crestron believes in good faith that you have used the Services to infringe the intellectual property rights of others.
6. Fees and Payment
(a) Fees. Most Third-Party Software is available for download free of charge. However, certain Third-Party Software may only be downloaded after payment of a fee. You agree to pay any applicable fee charged by Crestron prior to downloading the particular Third-Party Software.
(b) Payment. Download of fee-based Third-Party Software will not be permitted until Crestron has verified that the credit card information is accurate and that your credit card account is in good standing. Crestron reserves the right to suspend or terminate your access to the Services without notifying you upon rejection of any credit card charges or if your card issuer (or its agent or affiliate) seeks return of payments previously made to Crestron for the Services. Such rights are in addition to and not in lieu of any other legal right or remedies available to Crestron. Crestron reserves the right to refer your account to a third party for collection in the event of an ongoing default, and you agree to reimburse Crestron for any costs incurred by Crestron in the collection of amounts that are past due, including for any reasonable attorneys' fees and court costs.
(c) Changes in Fees. Crestron may, in its sole discretion, change fees from time to time and charge additional fees for any features and functionalities that are not a part of the initial Services covered by a Fee. Crestron will use commercially reasonable efforts to notify you (by email or such other method reasonably selected by Crestron) thirty (30) days in advance of any fee changes or new fees.
(d) Taxes. The amounts payable by you to Crestron hereunder are exclusive of any applicable sales, use, value added, excise or similar taxes that may apply to the transactions contemplated hereunder. Any such taxes shall be your responsibility and you agree to pay to Crestron any such taxes that Crestron is required to collect under applicable law.
7. Internet Service Provider Charges
Access to and use of the Services requires the use of, and you are responsible for, a broadband Internet connection. Crestron is not responsible for and does not make any assurances about the availability or functionality of any broadband Internet connection. Network protection for your Internet connection is strongly advised to protect your Crestron System or computer against viruses and other types of harm. You are responsible for any service charges for your Internet connection incurred as a result of using or accessing the Website and/or the Services and acknowledge and agree that you shall be solely responsible for all disputes with any Internet service provider related to the same.
8. Your Representations and Warranties to Crestron
You represent and warrant to Crestron that:
9. Term and Termination
These Terms of Use will remain in full force and effect so long as you continue to use or access the Website and/or the Services, or until terminated in accordance with the provisions of this section. You may terminate your account and your right to use the Services for any reason, at any time. Your access to the Services and your account will be terminated upon your written or emailed request. At any time Crestron may suspend or terminate your rights to use the Services, if Crestron in good faith believes that you have used the Services in violation of this Agreement. In addition, Crestron reserves the right to terminate your Services account and this Agreement for any reason or no reason, if Crestron gives you at least thirty (30) days advance notice of such termination.
10. Ownership
You acknowledge that all right title and interest in and to the Services, including all intellectual property rights therein and thereto, remain the exclusive property of Crestron, and this Agreement grants to you no right or interest therein other than the limited rights expressly set forth herein, and Crestron reserves all rights not granted in this Agreement.
11. Your Indemnification of Crestron
You agree to defend, indemnify, and hold harmless Crestron, and its officers, directors, employees, consultants, agents, and other representatives, from and against any and all suits, claims, actions, proceedings, damages, demands, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys' fees), arising from or related to: (a) your negligence or willful misconduct; (b) your use of the Services; (c) your breach of any of your representations, warranties, obligations, or covenants in this Agreement; (d) your use of Crestron Software; and (e) your use of Third-Party Software.
12. Warranty Disclaimers
(a) THE WEBSITE AND THE SERVICES ARE PROVIDED FOR YOUR CONVENIENCE, ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, AND CRESTRON EXPRESSLY DISCLAIMS, TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.
(b) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CRESTRON MAKES NO WARRANTY THAT DEFECTS WILL BE CORRECTED OR THAT THE WEBSITE OR THE SERVICES: (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE COMPATIBLE WITH YOUR COMPUTER OR MOBILE DEVICE; {Ill) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR {IV) WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CRESTRON OR THROUGH THE WEBSITE OR THE SERVICES SHALL CREATE ANY WARRANTY WITH RESPECT TO THE WEBSITE OR THE SERVICES. FURTHER, CRESTRON DOES NOT WARRANT THAT THE WEBSITE OR THE SERVICES OR THE CRESTRON SERVERS THAT PROVIDE YOU WITH SOFTWARE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME THE ENTIRE RISK WITH RESPECT TO YOUR USE OF THE SERVICES.
13. LIMITATION OF LIABILITY
IN NO EVENT WILL CRESTRON BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY: (A) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING FROM OR RELATED TO CRESTRON'S PERFORMANCE OR FAILURE TO PERFORM IN ACCORDANCE WITH THIS AGREEMENT, OR YOUR USE OF THE WEBSITE AND/OR THE SERVICES, OR THE OPERATION OR USE OF THE SERVICES THROUGH YOUR ACCOUNT BY ANYONE ELSE, INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM LOSS OF DATA, PROGRAMMING, OR THIRD-PARTY SOFTWARE, LOSS OF REVENUE OR PROFITS, OR FOR BUSINESS INTERRUPTION; (B) FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, DAMAGE TO EQUIPMENT, AND CLAIMS AGAINST YOU BY ANY THIRD PERSON; (C) DAMAGES (REGARDLESS OF THEIR NATURE) FOR ANY DELAY OR FAILURE BY CRESTRON TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT DUE TO ANY CAUSE BEYOND CRESTRON'S REASONABLE CONTROL, OR (D) CLAIMS MADE A SUBJECT OF A LEGAL PROCEEDING AGAINST CRESTRON MORE THAN ONE YEAR AFTER ANY SUCH CAUSE OF ACTION FIRST AROSE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, CRESTRON'S TOTAL, CUMULATIVE LIABILITY ARISING FROM OR RELATED TO YOUR USE OF THE WEBSITE AND/OR THE SERVICES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL NOT EXCEED THE FEES ACTUALLY PAID BY YOU TO CRESTRON FOR THE SERVICES GIVING RISE TO LIABILITY IN THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO LIABILITY. YOU AGREE THAT THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 13 APPLY WHETHER A CLAIM IS ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ALSO AGREE THAT THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY ARE A REASONABLE ALLOCATION OF THE RISK BETWEEN THE PARTIES, FORM A MATERIAL PART OF THIS AGREEMENT, AND WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY LIMITED REMEDY PROVIDED TO YOU FAILS IN ITS ESSENTIAL PURPOSE.
14. Exclusions
Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This Agreement gives you specific legal rights, and you may also have other rights, which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under this Agreement will not apply to the extent prohibited by applicable law.
15. Updates
Crestron may make improvements and/or changes to this Website at any time. Although we attempt to periodically update information on this website, the information, materials and services provided on or through this Website may occasionally be inaccurate, incomplete or out of date. Crestron does not have a duty to update information contained in this Website, and Crestron will not be liable for any failure to update such information. Crestron makes no representation as to the completeness, accuracy, or currentness of any information on this Website, and Crestron undertakes no obligation to update or revise the information contained on this Website, whether as a result of new information, future events or circumstances or otherwise. It is your responsibility to verify any information contained in this Website before relying upon it.
16. Governing Law and Dispute Resolution
(a) This AGREEMENT and any claims arising hereunder will be governed and construed in accordance with the laws of New York, United States, applicable to contracts made and to be wholly performed within such state, without giving effect to any conflict of laws provisions thereof. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. In any action to enforce this AGREEMENT, the prevailing Party shall be entitled to reasonable costs and reasonable attorneys’ fees from the non-prevailing Party.
(b) In the event of any dispute arising between the Parties under this AGREEMENT, the Parties agree that such dispute shall be resolved informally, if possible, and failing an informal resolution, then through binding arbitration.
17. Miscellaneous
This Agreement represents the entire agreement between you and Crestron with respect to your use, and Crestron's provision, of the Website and the Services, and its terms supersede and replace any prior or contemporaneous written or oral statements by Crestron. If any provision of this Agreement is held by a court to be invalid or unenforceable under applicable law, such provision will be deemed modified to the extent necessary to render such provision valid and enforceable, and the other provisions of this Agreement will remain in full force and effect. The official text of this Agreement or notice submitted hereunder shall be in English. In the event of any dispute concerning the construction or meaning of this Agreement, reference shall be made only to this Agreement as written in English and not to any translation into another language, and this Agreement will not be construed against the drafting party. You may not amend this Agreement. You may not assign, sublicense, or transfer any of your rights and obligations under this Agreement to a third party without Crestron's prior written consent. Any attempted assignment, sublicense, or transfer without the prior written consent of Crestron shall be null and void. Crestron's failure to enforce any of the terms of the terms and conditions of this Agreement shall not constitute a waiver or relinquishment of Crestron's right to do so at any time. Sections 4(b), 6, 9 - 14, and 16 shall survive any termination or expiration of this Agreement.
All brand names, product names, and trademarks are the property of their respective owners. Certain trademarks, registered trademarks, and trade names may be used in this document to refer to either the entities claiming the marks and names or their products. Crestron disclaims any proprietary interest in the marks and names of others.
You are not permitted to use any of the Trademarks without the applicable prior written consent of Crestron or such respective holders.
Crestron reserves the right to alter product and services offerings, specifications, and pricing at any time without notice, and is not responsible for typographical or graphical errors that may appear in this or in related documents.
Copyright © 2013 Crestron Electronics, Inc. All rights reserved.