THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. FOR MORE INFORMATION ABOUT THE BINDING ARBITRATION PROVISION AND HOW TO OPT OUT, PLEASE SEE BELOW.
Certain features or other promotions of the System, Services, or Site may be subject to additional guidelines, terms, or rules.
We may revise these Terms from time to time. We will advise you of all material changes through a notice in accordance with applicable legal requirements. Each time changes are made they will be posted on our Site. Your continued use of our Site following the posting of any changes to these Terms constitutes your acceptance to these changes.
Excluding your User Content (defined below), the Site and its entire contents, features, and functionality (including but not limited to text, graphics, photographs, videos, sounds, music, logos, trademarks, services marks and the design, selection and arrangement thereof contained on this Site or in the Services are owned by Company, its subsidiaries, licensors, or other providers of such material and are protected by copyright, trademark, trade secret, patent, and other intellectual property ("Intellectual Property ") laws, and other proprietary rights laws. You are not permitted to: (i) reproduce, duplicate, modify, copy, sell, resell, or exploit for any commercial purpose of otherwise, any portion of the Site or its contents other than as expressly authorized by Company in writing; or (ii) remove, obscure, or modify any acknowledgements, credits or legal, intellectual property or proprietary notices, or marks, or logos contained on the Site or its content. You are permitted to use the Site and Services only as expressly stated in these Terms. No right, title, or interest in or to the Site or any content on the Site is transferred to you, and all rights not expressly granted are reserved by Company. Any use of the Site not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.
Your access to and use of the Site and Services is subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site or Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site or Services; (c) you shall not access the Site or Services in order to build a similar or competitive service; and (d) except as expressly stated herein, no part of the Site or Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. All copyright and other proprietary notices on any Site or Services content must be retained on all copies thereof.
We reserve the right, at any time, without notice and for any reason, to modify, remove, suspend, or discontinue the Site or Services, and to deny access of any user to all or any part of the Site or Services. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site or Services or any part thereof. Any update or other addition to functionality of the Site or Services shall be subject to these Terms.
"User Content " means any and all information and content that a user submits to, or uses with, the Site or Services (e.g., content in the user's profile or postings). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. You hereby represent and warrant that your User Content does not violate the Acceptable Use Policy (defined below). You may not state or imply that your User Content is in any way provided, sponsored or endorsed by Company. Because you alone are responsible for your User Content (and not Company), you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Company is not obligated to backup any User Content and User Content may be deleted at any time. You are solely responsible for creating backup copies of your User Content if you desire.
You hereby grant, and you represent and warrant that you have the right to grant, to Company an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing, solely for the purposes of including your User Content in the Site and Services. You irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
The following sets forth Company's "Acceptable Use Policy ":
You agree not to use the Site or Services to collect, upload, transmit, display, or distribute any User Content (a) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another's privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (c) that is harmful to minors in any way; or (d) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
In addition, you agree not to use the Site or Services to: (i) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site or Services or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Site or Services, other computer systems or networks connected to or used together with the Site or Services, through password mining or other means; (vi) harass or interfere with another user's use and enjoyment of the Site or Services; or (vi) introduce software or automated agents or scripts to the Site or Services so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Site or Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials).
We reserve the right (but have no obligation) to review any User Content, investigate, and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such acts may include removing or modifying your User Content, terminating your Account in accordance with the Terms, and/or reporting you to law enforcement authorities.
If you provide Company any feedback or suggestions regarding the Site or Services ("Feedback "), you hereby assign to Company all rights in the Feedback and agree that Company shall have the right to use such Feedback and related information in any manner it deems appropriate. Company will treat any Feedback you provide to Company as non-confidential and non-proprietary. You agree that you will not submit to Company any Feedback that you consider to be confidential or proprietary.
You agree to defend, indemnify, and hold Company (and its affiliates, licensors, owners, officers, employees, and agents) harmless, including costs and reasonable attorneys' fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site or Services, (b) your User Content, (c) your violation of these Terms; or (d) your violation of applicable laws or regulations. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
THE SITE, SYSTEMS AND SERVICES ARE PROVIDED "AS-IS" AND "AS AVAILABLE" AND WE (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE, SYSTEM OR SERVICES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR COMPANY. COMPANY DOES NOT WARRANT THAT YOU WILL QUALIFY FOR SYSTEM OR SERVICES OFFERED ON THE SITE OR THAT THE SYSTEM OR SERVICES OFFERED THROUGH THE SITE ARE AVAILABLE IN ALL JURISDICTIONS.
PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. CONSEQUENTLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES.
TO THE EXTENT PERMITTED BY LAW, COMPANY'S TOTAL LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER OR RELATED TO YOUR USE OF THE SITE OR SERVICES IS LIMITED TO DIRECT MONEY DAMAGES NOT TO EXCEED FIFTY U.S. DOLLARS ($50.00). THIS LIMIT IS CUMULATIVE, AND ALL PAYMENTS MADE BY COMPANY PURSUANT TO THESE TERMS ARE AGGREGATED TO CALCULATE SATISFACTION OF THE LIMIT.
TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE (OR OUR AFFILIATES, LICENSORS, OR SUPPLIERS) BE LIABLE FOR ANY LOST PROFIT OR REVENUE OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF COMPANY IS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. ACCESS TO, AND USE OF, THE SITE, SYSTEMS AND SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM.
PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW CERTAIN LIMITATIONS OR EXCLUSIONS OF LIABILITY. CONSEQUENTLY SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
We are not responsible for the content of any website linked to our Site; for any loss or damage you may incur from dealing with any third party found on or through our Site, including your participation in promotions, the payment for and delivery of goods or services, or any request for products or services presented on our site. We provide these websites only as a convenience and do not review, approve, monitor, endorse, warrant, or make any representations with respect to these websites. We are not responsible for any terms, conditions, warranties, or representations associated with such dealings. Your connection to any such third party website is at your own risk.
Each Site or Service user is solely responsible for any and all of its User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content and we make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content, and we assume no responsibility for any User Content. Your interactions with other Site or Service users are solely between you and such user. You agree that Company will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site or Service user, we are under no obligation to become involved.
You hereby release and forever discharge us (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other Site or Service users or Third Party Sites & Ads. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."
You may order the Systems and certain Services by following the directions on the Site. Once you order the Services on the Site, your subscription to such Services (your "Subscription ") will automatically renew until you cancel such Services by following the directions on the Alarm Systems Sales and Monitoring Services Agreement (the "Service Terms "). Company may change the pricing for the Services (from time to time in its discretion) by updating the Site and without any additional notice to you, provided that any changes will not take effect until your Subscription renews. In addition, the Service fees may increase or decrease in accordance with your request for a policy change or in connection with other factors that affect your Services.
If you order any of the Services, you agree to pay the then-current applicable Service fees listed on the Site. The Site allows for one-time and recurring payments for Services offered either by Company, third party service providers, or by one of the Companies. The "Companies " are: (a) A3 Smart Home LP, (b) California Security Alarms, Inc., (c) AAA of Northern California, Nevada and Utah, (d) all parents, subsidiaries and holding companies of (a) through (c), and (e) any entity or person affiliated with any of the foregoing.
Company will bill your credit card submitted in ordering the Services on the date the Services are activated. Please see the appropriate section in the Service Terms for policies and details on refunds, if any. If you agree to automatic payments for one or more Services, you are consenting to the Companies to deduct the pre-determined amount from the account you specified on a date each month that Company deems appropriate. You agree these charges shall continue until you cancel the automatic payments or cancel the Services. If you feel you have been billed in error or you wish to dispute any charge, or cancel the Services, you may do so by contacting Company. All information that you provide to us or our third party payment processor must be accurate, current and complete. In the event of a dispute the Companies may issue you with a provisional credit until the dispute is resolved. If the Companies issue a provisional credit and the dispute is resolved and the charges were correct, the Companies shall recharge your account to reverse this provisional credit. You expressly consent to this reversal if you falsely or incorrectly dispute a charge.
If you wish to dispute a charge, please contact Company at PO Box 5164, San Ramon 94583. In the event that Company charges any convenience fee for making a payment via a debit card, credit card or electronic check, these fees will be stated at the time of payment before you finalize your charge. In the event of an unauthorized charge using a debit card or electronic check, please consult your bank's rules regarding refunds and reversals. Company complies with all legal requirements of your State's applicable laws regarding providing refunds for unauthorized charges. When you make a charge, Company shall display a completed charge screen. This is your electronic receipt. You should print or save this electronic receipt for your records. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S), DEBIT CARD(S) OR OTHER PAYMENT MEANS USED TO INITIATE ANY TRANSACTION.
Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you are responsible for payment of all such taxes, levies or duties. Any amounts not paid when due may bear interest at the rate set forth in the applicable policy or account. If the interest rate is not made available to you, then Company reserves the right to charge a reasonable interest rate, including up to the maximum legal rate. If any fee cannot be charged to your credit card for any reason, Company may provide you, via email, notice of such non-payment and a link for you to update your payment information. If such non-payment is not remedied within seven (7) days after receiving such notice of non-payment, then Company may terminate the applicable Service, in accordance with the applicable policy or account.
Subject to this section, these Terms will remain in full force and effect while you use the Site or Services. We may (a) suspend your rights to use the Site and/or Services or (b) terminate these Terms, at any time for any reason at our sole discretion, including for any use of the Site or Services in violation of these Terms. Upon termination of these Terms, your right to access and use the Site and Services will terminate immediately. Company will not have any liability whatsoever to you for any termination of this Agreement. Even after these Terms are terminated, the following provisions will remain in effect: the sections 4(Intellectual Property Rights), 6(Modification of Site; Termination), 7(User Content), 8(Acceptable Use Policy), 9(Feedback), 10(Indemnity), 11(No Warranty), 12(Limitation of Liability), 13(Third-Party Websites), 15(Term and Termination), 17(Dispute Resolution) and 18(Miscellaneous).
Company respects the intellectual property of others and asks that users of our Site and Services do the same. In connection with our Site and Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Site and Services who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Site and Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
your physical or electronic signature;
identification of the copyrighted work(s) that you claim to have been infringed;
identification of the material on our Services that you claim is infringing and that you request us to remove;
sufficient information to permit us to locate such material;
your address, telephone number, and e-mail address;
a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney's fees incurred by us in connection with the written notification and allegation of copyright infringement. The designated Copyright Agent for Company is:
Designated Agent: Legal & Compliance
Address of Agent: A3 Smart Home, PO Box 5164, San Ramon, CA 94583
PLEASE READ THIS PROVISION OF THE TERMS CAREFULLY. IT AFFECTS YOUR RIGHTS.
You have the right to reject the Binding Arbitration terms as set forth in this section. If you reject, your Subscription will no longer be subject to an arbitration provision. You can reject arbitration by contacting us by e-mail at email@example.com, stating that you would like to reject the arbitration provision. To be effective, your e-mail must be sent within thirty (30) days of your submission of your Account application. We will not reject your Account application or close your Account if you reject this arbitration provision. You do not have the right to reject any other provisions in these Terms.
This section provides that disputes between you and us may be resolved by binding arbitration. Arbitration replaces the right to go to court, have a jury trial or initiate or participate in a class action. In arbitration, disputes are resolved by an arbitrator, not a judge or jury. This section is governed by the Federal Arbitration Act (FAA), and shall be interpreted in the broadest way the law will allow.
You or we may arbitrate any claim, dispute or controversy between you and us arising out of or related to your current or previous Subscription, or these Terms ("Claims"). If arbitration is chosen by any party, neither you nor we will have the right to litigate that Claim in court or have a jury trial on that Claim.
Except as set forth below, all Claims are subject to arbitration, no matter what legal theory they are based on or what remedy (damages, or injunctive or declaratory relief) they seek, including Claims based on contract, tort (including intentional tort), fraud, agency, your or our negligence, statutory or regulatory provisions, or any other sources of law; Claims made as counterclaims, cross-claims, third-party claims, interpleaders or otherwise; Claims made regarding past, present, or future conduct; and Claims made independently or with other Claims. This also includes Claims made by or against anyone connected with us or you or claiming through us or you, or by someone making a claim through us or you, such as an agent, representative, third party vendor or an affiliated/parent/subsidiary company.
Individual Claims filed in a small claims court are not subject to arbitration, as long as the matter remains in small claims court.
If you assert a Claim against us, we can choose to arbitrate, including actions to collect a debt from you. You may arbitrate on an individual basis Claims brought against you, including Claims to collect a debt.
Claims brought as part of a class action, private attorney general or other representative action can be arbitrated only on an individual basis. The arbitrator has no authority to arbitrate any Claim on a class or representative basis and may award relief only on an individual basis. If arbitration is chosen by any party, neither you nor we may pursue a Claim as part of a class action or other representative action. Claims of two (2) or more persons may not be combined in the same arbitration.
The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures before a single neutral arbitrator. For a copy of JAMS procedures, to file a Claim or for other information, contact JAMS by calling (800) 352-5267 or by visiting www.jamsadr.com . A copy of the current JAMS rules is available from the JAMS website at www.jamsadr.com/rules-comprehensive-arbitration/.
Any award by an arbitrator shall be binding and final. Judgment on the award may be entered in any court having jurisdiction.
The arbitrator may determine how the costs and expenses of the arbitration will be allocated between the parties and may award attorneys' fees.
These Terms shall be governed by the laws of the State of California without giving effect to any conflict of laws principles that may require the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
Notwithstanding the foregoing, Company will have the right to seek preliminary injunctive relief immediately and without first going through the arbitration process set forth above to protect its intellectual property or confidential or proprietary information.
Unless it is submitted to arbitration as set forth above, any other Dispute must be brought in a federal or state court located in San Francisco, California, and each party irrevocably submits to the exclusive jurisdiction and venue of any such court in any such action or proceeding.
Use of our Site is not permitted in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation this paragraph.
Any failure on our part to enforce any of our rights under the Terms or applicable laws shall not constitute a waiver of such right.
These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. These Terms shall be binding upon assignees. Company may assign our rights and obligations under these Terms to a third party without this assignment being deemed a change in these Terms, and without notice to you.
No joint venture, partnership, employment, or agency relationship exists between you and us as a result of your use of the Site.
Our performance under these Terms is subject to existing laws and legal process. We will comply with law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Company with respect to such use.
If a court or arbitrator of competent jurisdiction finds any part of these Terms to be invalid, illegal or unenforceable, then the court shall endeavor to give effect to the intent reflected in that provision in a manner that most closely matches the intent of the original provision and the remainder of the Terms shall continue in effect.
These Terms constitute the entire agreement between you and us with respect to our Site and Services. They supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to our Site and Services.
A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
If you have any questions regarding these Terms or our Site, please contact us at:
A3 Smart Home
PO Box 5164
San Ramon, CA 94583
Phone: (800) 669-7779
This Document was last revised on, and is effective as of, September 13, 2019.
© Copyright 2019 A3 Smart Home LP. All rights reserved.