This Product Agreement and Terms of Service (hereinafter referred to as the “Agreement”) is made and entered into as of the date you agree to or accept these terms and conditions (hereinafter referred to as the “Effective Date”) by and between Streamlabs, having offices at 2727 Paces Ferry Road SE, Building Two, Suite 1800, Atlanta, Georgia 30339, on behalf of itself and its affiliated companies (hereinafter referred to collectively as “Streamlabs”), and you, the user of the product(s), (hereinafter referred to as “User”).
- Products. Streamlabs shall provide to User, at no charge to User, a leak detection product called “Streamlabs” (the “Product”), its related mobile application to access certain services (the “Service”) and related technical information or documentation.
- Term and Termination. User shall be entitled to use the Product(s) and Service from the date on which the Product(s) is/are installed until this Agreement is terminated by either party (the “Term”). Either party may, at its sole discretion, terminate this Agreement at any time upon notice to the other party. The rights and responsibilities of the parties pursuant to sections 7 to 15 inclusive of this Agreement shall survive the termination of this Agreement.
- Installation. Streamlabs shall, at Streamlabs’s expense, install (or at Streamlabs’s option, have a third party contractor install) the Product(s) at User’s location.
- Use. User shall use the Product(s) solely at the installation location.
- Feedback. User acknowledges and agrees that (a) User will use the Product(s) and Service in a manner consistent with the normal use of products and services of this type, and (b) User will use reasonable efforts to provide feedback on the Product(s) and Service and to identify problems encountered.
- Support. Streamlabs is not obligated to correct errors or omissions in the Product(s) or Service or ensure proper operation with any other products. Although Streamlabs may from time to time provide Product or Service support, User understands and agrees that Streamlabs has not, and does not thereby, commit to any level of effort or availability.
- Title. The Product(s) shall remain the personal property of Streamlabs throughout the Term, and title is and shall remain vested in Streamlabs. User shall do nothing inconsistent with Streamlabs’s title. User shall not transfer, sell, assign, sublicense, pledge or otherwise dispose of, encumber or suffer a lien or encumbrance upon or against any interest in the Product(s). Any information or feedback provided by User to Streamlabs, including suggestions for the Products or Service, shall be the exclusive property of Streamlabs, together with all rights therein.
- Removal of Products; Retention after Termination. Upon termination of this Agreement, the right to use the Product(s) and Service as granted to User pursuant to Section 4 shall terminate immediately and User shall immediately discontinue use of the Product(s) and Service and shall allow Streamlabs, at Streamlabs’s expense, to remove (or at Streamlabs’s option, have a third party contractor remove) the Product(s) at User’s location and repair the installation location back to its original condition. Notwithstanding the foregoing, Streamlabs, in its sole discretion and via written notice to User, may allow User to keep the Product(s) and continue using the Product(s) and Service following the termination of the Term. In such event, the Product(s) and Service shall be retained and used by User on an “as is” basis and subject to Section 9 and 11 below (which provisions shall survive termination of this Agreement). User acknowledges that nothing in this Agreement shall be construed as a commitment by Streamlabs to continue support of the Product(s) or Service following the termination of this Agreement.
- Disclaimer of Warranties. USER ACKNOWLEDGES THAT THE PRODUCTS, SERVICE, AND CONFIDENTIAL INFORMATION ARE PROVIDED BY STREAMLABS ON AN “AS IS” BASIS AND WITHOUT WARRANTY. THE PRODUCTS OR SERVICE MAY CONTAIN DEFECTS, ERRORS AND OTHER PROBLEMS THAT COULD CAUSE FAILURES OR MAY NOT PERFORM ALL FUNCTIONS FOR WHICH THEY ARE INTENDED OR REPRESENTED AND THE USE OF SUCH PRODUCTS OR SERVICE IS ENTIRELY AT USER’S RISK. THIS DISCLAIMER IS IN LIEU OF ALL WARRANTIES WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE, OPERATION OF LAW USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE.
- Future Availability. User acknowledges that nothing in this Agreement shall be construed as a commitment by Streamlabs to continue offering the Product(s) or Service to User or to anyone else in the future.
- Limitation of Liability. STREAMLABS SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE TO USER OR ANY THIRD PARTIES CAUSED BY THE PRODUCTS, SERVICE, CONFIDENTIAL INFORMATION OF STREAMLABS, OR BY STREAMLABS’S PERFORMANCE OF THIS AGREEMENT. STREAMLABS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, ARISING OUT OF ANY USE OF THE PRODUCTS OR SERVICE OR ANY PERFORMANCE OF THIS AGREEMENT WHETHER STREAMLABS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE.
- Risk of Loss. User is responsible for any loss or damage to the Product(s) from the time of delivery and installation of the Product(s) until they are returned to Streamlabs, except to the extent such loss or damage is caused by Streamlabs’s gross negligence or willful misconduct.
- Indemnity. User shall fully defend, indemnify, and hold harmless Streamlabs from all claims, losses, costs, damages, expenses (including attorney’s fees), and other liabilities arising out of User’s use, operation, or possession of the Product(s) or Service, to the fullest extent permitted by law, except to the extent such losses or claims are caused by Streamlabs's gross negligence or willful misconduct.
- Intellectual Property Rights. All right, title and interest to all intellectual property with respect to the Product(s) or Service (including, but not limited to software, leak detection algorithms, mobile app and web platform), including that which may be or become protectable by patent, copyright, trademark, trade secret, or similar laws, shall remain exclusively with Streamlabs. No license or other right of any kind is granted by Streamlabs furnishing the Product(s) and Service to User, except for the limited right to use the Product(s) and Service as expressly provided in this Agreement. User shall not use Streamlabs’s copyrights, trademarks, trade names or other intellectual property in any way.
- Confidentiality of Information. “Confidential Information” means nonpublic information that Streamlabs designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential and includes, without limitation, the Product(s), the Service, information relating to the Product(s) or Service including intellectual property, features, functionality, results, output and performance, Streamlabs’s business policies or practices, the existence of this Agreement, and information received from others that Streamlabs is obligated to treat as confidential. User covenants to Streamlabs that it will not at any time, other than in accordance with the terms of the Agreement, disclose the Confidential Information to any person or entity without the prior written approval of Streamlabs, or use any Confidential Information for any purpose, other than for the specific purpose set out in Section 4, unless specifically approved in writing by Streamlabs. User shall maintain the confidential nature of the Confidential Information in its possession by taking commercially reasonable steps to protect it from unauthorized use, access and disclosure. User may disclose Confidential Information only to its own employees and consultants who shall have a need-to-know same for the purposes of this Agreement. User shall not record, make notes of, copy or reproduce the Confidential Information by any means without the written permission of Streamlabs. User shall not reverse engineer, decompile or disassemble the Product(s), Service, or any related intellectual property hereunder provided to it. User acknowledges and agrees that all Confidential Information and all worldwide right, title, and interest whatsoever therein and thereto, both legal and equitable shall belong to and shall remain the sole and exclusive property of Streamlabs. Other than for the use granted to User pursuant to Section 4, nothing in this Agreement shall be construed as granting User any right or interest, by license or otherwise, in the Confidential Information disclosed to User. User agrees to return all originals, copies, reproductions and summaries of Confidential Information at Streamlabs’s request or, at Streamlabs’s option, certify destruction of the same. User agrees to notify Streamlabs immediately upon discovery of any unauthorized use or disclosure of Confidential Information or breach of this Agreement.
- Specific Performance. User acknowledges that any breach of the terms and conditions of this Agreement by it would result in significant damage to Streamlabs not completely compensable monetarily, and agrees that Streamlabs shall be entitled to apply for injunctive relief in a court of appropriate jurisdiction in the event of the breach or threatened breach of any of the terms of this Agreement. User shall not oppose any such application on the basis that damages would be a satisfactory or sufficient remedy.
- Access and Use. Subject to this Agreement, Streamlabs grants User a non-transferable, non-exclusive, right (without the right to sublicense) to access and use the Service by installing and using the mobile application solely on User’s own handheld mobile device.
- Privacy. Streamlabs collects certain information you provide when setting up the Service, water usage information, and other technical information from the Product. Streamlabs uses this information to provide, develop and improve the Product(s) and Service, including to make assessments about possible leaks and your water usage. Streamlabs may also use this information in an aggregated, non-identified form for research purposes. Streamlabs uses industry-standard methods to keep this information safe and secure while it is transmitted over your home network and through the Internet to our servers.
- Security. Streamlabs cannot guarantee that unauthorized third parties will not be able to defeat Streamlabs's security measures or use User’s personal information for improper purposes. User acknowledges that User provides its personal information at its own risk.
- Modification. Streamlabs reserves the right, at any time, to modify, suspend, or discontinue the Service or any part thereof with or without notice. You agree that Streamlabs will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service or any part thereof.
- Reliability of Service. The Service is not intended to be reliable or available 100% of the time. The Service is subject to sporadic interruptions and failures for a variety of reasons beyond Streamlabs’s control, including Wi-Fi intermittency and service provider uptime, among others. You acknowledge these limitations and agree that Streamlabs is not responsible for any damages allegedly caused by the failure or delay of the Service.
- Benefits. Streamlabs does not guarantee or promise any specific level of leak detection from the use of the Product or Service or any feature of them. Actual leak detection varies with factors beyond Streamlabs’s control or knowledge.
- Product Information. The Service provides User with information (“Product Information”) regarding the Product(s) in your home. All Product Information is provided “as is” and “as available”. Streamlabs cannot guarantee that it is correct or up to date.
(a) This Agreement contains the entire understanding and agreement of the parties relating to the subject matter hereof and supersedes any and all prior arrangements, whether oral or written, with respect to the Product(s), Service and Confidential Information. Any representation, promise or condition not explicitly set forth in this Agreement shall not be binding on either party. Any amendments to this Agreement shall be in writing and signed by the authorized representatives of each party.
(b) If any term of this Agreement shall be held to be illegal or unenforceable by a court of competent jurisdiction, the remaining terms shall remain in full force and effect.
(c) This Agreement is personal, indivisible, and non-transferable and may not be assigned, encumbered by security interest or otherwise transferred in whole or in part by User without the prior written consent of Streamlabs. Streamlabs may assign this Agreement at any time upon notice to this effect to User.
(d) This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. Each party hereby agrees to the exclusive jurisdiction of the courts of the State of Georgia and agrees not to oppose any action brought in Georgia on the basis that the courts of Georgia are not an appropriate or convenient forum for same.