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End User License Agreement

END USER LICENSE AGREEMENT

 

This end user license agreement (“Agreement”) is a legal agreement between you (“you”, or “your”) and Origin Wireless™, Inc. (“Origin”, “we”, “us” or “our”), each individually a “Party” and collectively the “Parties”. You should read the following terms and conditions carefully before accessing or using (i) any Origin™ products, devices, hardware, and/or equipment (“Hardware”) you purchased, obtained or otherwise own, (ii) services you are eligible to receive as a result of the Hardware you purchased (“Default Membership Services”), and services you have elected to receive from Origin subject to addition fees, terms and conditions(“Membership Services”; together with Default Membership Services, “Services”), wherein Services are provided by Origin, possibly in conjunction with its contractors and subcontractors (“Subcontractors”), (iii) any Origin software (“Software”) including embedded software in Hardware, downloadable software for your smart phones, computers, tablets or other mobile or portable devices to access Services remotes (“Applications” or “App”), (iv) any servers of Origin and Subcontractors (together “Servers”), (v) any networks of Origin and Subcontractors (together “Networks”), and (vi) any database of Origin and Subcontractors (together “Database”; together with Hardware, Services, Software, Servers, and Networks, “Systems”).

If you do not accept the terms and conditions of this Agreement, do not click “I accept” and do not use the Systems. You may decide to promptly return the Hardware to Origin by contacting Origin at the address below. By clicking “I accept” or accessing or using the Systems, you indicate that you accept and agree to the terms and conditions of this Agreement. The Systems Limitations section below specifies important limitations of the Systems in connection with life safety and critical uses. Please read this section carefully, as you are acknowledging and agreeing to them.

 

  1. Contractual Relationship

You represent and warrant that you have the capacity to enter into this Agreement relating to the Software and are of sufficient legal age in your jurisdiction or residence to use or access the Software.

These terms and conditions give you specific legal rights, and you may also have other legal rights in addition, which vary from jurisdiction to jurisdiction.

 

  1. License

Subject to the terms and restrictions set forth in this Agreement, Origin grants you a limited, non-exclusive license to use the Software, only in object code form, with any embedded Software solely as embedded in the Hardware which you own, and only for your personal, non-commercial use of the Hardware (“License”). No license is granted to you in the human readable code of the Software (source code).

As part of this License, you may (a) operate the Software in the manner described in the user documentation for the Software; (b) where the Software is provided for download onto a personal computer or mobile device, make as many copies of the Software as you reasonably need for your own use (this does not include firmware); and (c) permanently stop using the Systems (including Software) and transfer all of your rights to use the Systems to another person for the person’s personal and non-commercial use, so long as that person also agrees to be bound by this Agreement.

The user documentation may be copied only as essential for backup or archive purposes in support of your use of the Software as permitted hereunder. You must reproduce and include all copyright notices and any other proprietary rights notices in all copies that you make.

 

  1. Open Source Software

You hereby acknowledge that the Software may contain Open Source Software (“OSS”). The License does not apply to the OSS contained in the Software. Rather, the terms and conditions in the applicable OSS licenses shall apply to the OSS. Any terms of this Agreement that conflict with the terms of any OSS license agreement will not apply to the OSS. Nothing in this Agreement limits your rights under, or grants you rights that supersede, any OSS license. You acknowledge that the OSS license is solely between you and the applicable licensor of the OSS. You shall comply with the terms of all applicable OSS licenses, if any. To the extent required by the OSS licenses, license and copyright information for the OSS can be found on Origin websites or by written request to Origin at the email address listed below. Origin is not obligated to provide any maintenance or support for the OSS or any Hardware or Software that has been modified by you pursuant to an OSS license.

OSS means any software or software component or technology that is subject to an open source license. Open source licenses are generally licenses that make source code available for free modification and distribution, but can also apply to technology received and distributed solely in object code form. Examples of open source licenses include: (a) GNU's General Public License (GPL) or Lesser/Library GPL (LGPL); (b) the OpenSSL License; (c) the Mozilla Public License; (d) the Berkeley Software Distribution (BSD) License; (e) the Apache License; and (f) MIT License.

 

  1. License Restrictions

The Software is made available to you on the basis of a limited license only as set out in this Agreement. You have the non-exclusive right to use the Software in accordance with this Agreement. However, you may not (i) modify, adapt or otherwise create derivative works from the Software, Hardware containing the Software, or user documentation (except as may be permitted by an applicable OSS license); (ii) lease, sublicense, resell, rent, loan, redistribute, or otherwise transfer (except as expressly permitted above in Section 2), whether for commercial purposes or otherwise, the Software or user documentation; (iii) reverse engineer, disassemble, decrypt or decompile the Systems, Hardware or Software or otherwise try to reduce the Software to a human-readable form, except where and only to the extent that such activity is permitted by applicable law or where Origin is required to permit such activity under the terms of an applicable open source license; (iv) remove or alter any copyright, trademark or other proprietary notices contained in the Software or user documentation; (v) use the Systems, Hardware, Software or user documentation to develop a competing hardware and/or software product, or otherwise in any manner not set forth in this Agreement or the user documentation; (vi) if the Software is firmware, copy the firmware, use it on a multi-user system or operate it separately from the Hardware onto which it is embedded; (vii) use the Software to transmit software viruses or other harmful computer code, files or programs, or to circumvent, disable or otherwise interfere with security-related features of the Software; (viii) use the Software to collect or harvest any third party’s personally identifiable information, to send unauthorized commercial communications or to invade the privacy rights of any third party; or (ix) use the Software for any unlawful purpose, and/or in any manner that breaches this Agreement. All rights not expressly granted to you by Origin under this Agreement are hereby reserved by Origin and Subcontractors. You will not acquire such rights, whether through estoppel, implication, or otherwise. There are no implied rights in this Agreement.

 

  1. App Software Restrictions

If you have downloaded the Software from an App store (“App Store”), you are also subject to any terms of use of that App Store. Such terms of use may prohibit you from doing some of the things you are permitted to do under this Agreement or permit you to do some of the things you are prohibited from doing under this Agreement. In addition, application of the App Store’s terms of use may result in other terms of this Agreement not being applicable to the Software or applying in a different way than this Agreement states. If your use of the Software is subject to an App Store’s terms of use, then in the event of any conflict or ambiguity between the terms of this Agreement and such App Store’s terms of use, the App Store’s terms of use will govern, but only to the extent necessary to resolve such conflict or ambiguity, and the terms of this Agreement will otherwise remain in full force and effect. Notwithstanding anything to the contrary in this Agreement, by using the Software, you acknowledge and agree that it is solely your responsibility to understand the terms of this Agreement, as well as the terms of use of any App Store that may be relevant to the Software or the Hardware.

 

  1. Software Upgrades and Updates

While Origin is not required to do so, Origin may provide you with upgrades, updates, patches, bug fixes, and other modifications to Software (“Patches”) to improve the System. This Agreement will govern any Patch provided by Origin that replace and/or supplement the original firmware and/or Software, unless such Patch is accompanied by a separate end user license agreement, in which case the terms of that end user license agreement will govern. If you decide not to download and/or to use a Patch provided by Origin, you understand that you could put the Software at risk to serious security threats or cause the Software to become unusable or unstable. Some Systems include an auto-update feature, which gives us the ability to make updates automatically. For example, we may provide an automatic update that fixes a security breach or vulnerability to your network. We may also provide you with updated Software data files automatically to benefit you, such as to provide you with updated device information to enable Software to identify new devices in your network. These data files do not update your firmware but consist of Software files that are cached on your Product and override older files. By agreeing to this Agreement, you agree to automatic updates and you consent to have Patches automatically installed without receiving any additional notice or providing any additional consent.

 

  1. Data and Privacy

Origin is committed to protecting your privacy. Our goal is to provide you with a positive experience when using our Systems, while at the same time keeping your Personal Information secure, as defined in our privacy policy (“Privacy Policy”), found at https://myhexhome.com/policies/privacy-policy, incorporated herein by reference. Our privacy practices are described in the Privacy Policy. At all times your information will be treated in accordance with the Privacy Policy.

 

  1. Intellectual Property Rights

All title and intellectual property rights (including without limitation all copyrights, patents, trade secret rights and trademark rights) in and to the Software (including but not limited to any content incorporated into the Software), the accompanying printed materials, and any copies of the Software, are owned by Origin, its suppliers and Subcontractors. Therefore, you must treat the Software like any other material protected by laws and treaties relating to international property rights and in accordance with this Agreement.

 

You acknowledge and agree that the Software contains valuable trade secrets and proprietary information of Origin, its suppliers and Subcontractors. You agree to hold such trade secrets and proprietary information in confidence and you acknowledge that any actual or threatened breach of this obligation will constitute immediate, irreparable harm for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach.

 

 

  1. Third Party Products and Services

The Software may contain links or other features that make it easier for you to visit or log-in to independent third-party websites (“Linked Sites”). These features are provided solely as a convenience to you. Linked Sites are not under Origin’s control, and Origin is not responsible or liable for and does not endorse the content or practices of such Linked Sites, including any information or materials contained on such Linked Sites. You will need to make your own independent judgment regarding your interaction with any Linked Sites. You hereby waive and release any legal claim you might have against Origin with respect to these sites or third-party products or services, and your use of these sites, third-party products or services. We encourage you to read the terms and conditions and privacy policy of each third party website that you choose to visit.

 

  1. Indemnity

If Origin is the subject of a claim, becomes involved in a legal proceeding, or suffers any economic loss or damage as a result of your violation of this Agreement, to the extent permitted by law, you will be responsible for compensating Origin for the full amount of its loss, as well as any reasonable amounts Origin incurs in lawyers' fees, expenses and court costs, except to the extent that Origin contributed to the loss or damage.

 

 

  1. Term & Termination

This Agreement is effective when you click on the “I Accept” button, or when you in any other way use, copy or install the Software, which will constitute your acceptance of, and agreement to, this Agreement. Once accepted, this Agreement remains in effect until terminated. You may terminate the Agreement at any time upon written notice to Origin. It will also terminate immediately if you fail to comply with any term of this Agreement. Upon such termination, the License granted by this Agreement will immediately terminate and you agree to immediately destroy all programs and documentation related to Software, including all copies made by you, and otherwise stop all access and use of the Systems. If the Software is software or firmware embedded in Hardware, you must stop using the Hardware. The provisions that by their nature continue and survive will survive any termination of this Agreement. All provisions of this Agreement except the License in Section 2 and the limited warranty in Section 13 will survive termination.

 

  1. Governing Law & Jurisdiction

You agree that any claim or dispute arising out of or relating in any way to the License will be resolved solely and exclusively by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this Agreement. The laws of the State of Delaware shall govern this Agreement, and shall be used in any arbitration proceeding. The Parties further agree that under no circumstances shall the interpretation of the Agreement be construed against the drafter.

BOTH PARTIES HEREBY IRREVOCABLY WAIVE THEIR RIGHT TO A JURY TRIAL. This means there will be no judge or jury in arbitration, and court review of an arbitration award will be limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.

To begin an arbitration proceeding, within one (1) year of the occurrence of the cause of the dispute, you must send a letter requesting arbitration and describing your claim to the following address: Origin Wireless Inc., ATTN: Legal Department, 7500 Greenway Center Drive, Suite 1070, Greenbelt, MD 20770, USA. Thereafter, to the fullest extent permitted by applicable law, the Parties agree that any claim or dispute arising from that cause and/or occurrence shall be waived and/or barred.

Arbitration under this Agreement will be conducted by the American Arbitration Association (AAA) under its rules then in effect. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. The Parties hereby agree that the arbitration, and any settlement or resolution thereof shall be considered confidential information. You agree not to disclose or otherwise make this information available to third parties without the prior written consent of Origin.

You and Origin agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, both you and Origin agree that the Parties have each waived any right to a jury trial. Notwithstanding the foregoing, you agree that Origin may bring suit in court to enjoin infringement or other misuse of intellectual property or other proprietary rights.

To the extent arbitration does not apply, you agree that any dispute arising out of or relating to the License may only be brought by you in a state or federal court located in Delaware. YOU HEREBY WAIVE ANY OBJECTION TO THIS VENUE AS INCONVENIENT OR INAPPROPRIATE, AND IRREVOCABLY AGREE TO EXCLUSIVE JURISDICTION AND VENUE IN DELAWARE.

 

  1. Limited Warranty

The limited warranty for the Systems is as stated on Origin’s website or on the Limited Warranty in the user documentation accompanying the Systems. NO WARRANTY IS PROVIDED FOR THE SOFTWARE.

 

  1. Warranty Disclaimer

NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ORIGIN PROVIDES THE SOFTWARE “AS-IS” AND DISCLAIMS AND EXCLUDES ALL WARRANTIES AND CONDITIONS, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. ORIGIN AND SUBCONTRACTORS DO NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE USE OF THE SOFTWARE OR SERVICES. ORIGIN AND SUBCONTRACTORS MAKE NO WARRANTY THAT THE SOFTWARE WILL BE UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL CODE, TIMELY, SECURE, OR ERROR-FREE.

 

  1. Systems Limitations

You acknowledge that the Systems are not certified for emergency response. YOU UNDERSTAND THAT THE SYSTEMS ARE NOT A THIRD-PARTY MONITORED EMERGENCY NOTIFICATION SYSTEM AND ORIGIN AND SUBCONTRACTORS WILL NEITHER MONITOR EMERGENCY NOTIFICATIONS NOR DISPATCH EMERGENCY AUTHORITIES TO YOUR HOME IN THE EVENT OF AN EMERGENCY. YOUR USE OF THE SYSTEMS IS AT YOUR OWN DISCRETION AND RISK. YOU ARE SOLELY RESPONSIBLE FOR (AND ORIGIN AND SUBCONTRACTORS DISCLAIMS) ANY AND ALL LOSS, LIABILITY, OR DAMAGES ARISING OUT OF OR RESULTING FROM YOUR USE OF THE SYSTEMS, INCLUDING, BUT NOT LIMITED TO, ANY LOSS, LIABILITY, OR DAMAGES TO YOUR PERSON, POSSESSIONS, PERSONAL PROPERTY (INCLUDING, WITHOUT LIMITATION, THE SYSTEMS, OTHER HARDWARES, OR PERIPHERALS CONNECTED TO THE SYSTEMS, COMPUTER, AND MOBILE DEVICE), DATA, HOME, APARTMENT, UNIT, DWELLING, STRUCTURE, OR RESIDENCE.

You acknowledge and agree that Origin’s and Subcontractors’ customer support contacts cannot be regarded as a life-saving solution for people at risk in the home, and are not a suitable substitute for emergency services, and all life-threatening and emergency events should be directed to 911 or the appropriate response services. Applications may or may not allow you to call emergency response services, even if you are located in a supported area.

 

  1. Limitation of Liability

Nothing in this Agreement (including anything specified in this "Limitation of Liability" provision) shall attempt to exclude or limit liability that cannot be excluded or limited under applicable law. TO THE FULL EXTENT ALLOWED BY LAW, IN ADDITION TO THE ABOVE WARRANTY DISCLAIMERS, ORIGIN DISCLAIMS AND EXCLUDES FOR ITSELF AND ITS SUPPLIERS, AND SUBCONTRACTORS ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND OR FOR LOSS OF REVENUE OR PROFITS, LOSS OF BUSINESS, LOSS OF INFORMATION OR DATA, OR OTHER LOSS ARISING OUT OF OR IN CONNECTION WITH THE SALE, INSTALLATION, MAINTENANCE, USE, PERFORMANCE, FAILURE, OR INTERRUPTION OF THE SYSTEMS, EVEN IF ORIGIN OR ITS SUPPLIERS OR SUBCONTRACTORS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND LIMITS ITS LIABILITY TO REPLACEMENT, REPAIR, OR REFUND OF THE PURCHASE PRICE PAID, AT ORIGIN’S OPTION. THIS DISCLAIMER OF LIABILITY FOR DAMAGES WILL NOT BE AFFECTED IF ANY REMEDY PROVIDED HEREIN FAILS ITS ESSENTIAL PURPOSE.

 

  1. Disclaimer

In addition to this Agreement, you may also have other legal rights that vary from jurisdiction to jurisdiction. Some countries, states, or provinces do not allow the exclusion or limitation of implied warranties or the limitation of incidental or consequential damages for certain products supplied to consumers, or the limitation of liability for personal injury, so the above limitations and exclusions may be limited in their application to you. When the implied warranties are not allowed to be excluded in their entirety, they will be limited to the extent and duration of the applicable written warranty. Your specific legal rights may vary depending on local law.

 

  1. Severability

In the event any provision of this Agreement is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any of the remaining provisions shall not in any way be affected or impaired and a valid, legal, and enforceable provision of similar intent and economic impact shall be substituted therefor.

 

  1. Notices

Origin or Subcontractors may send notices to you via email or to a mailing address. Notices will be sent to the address that you registered with Origin.

 

  1. Waivers

All waivers by Origin or Subcontractors will be effective only if in writing. Any waiver or failure by Origin or Subcontractors to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

 

  1. Headings

The paragraph headings of this Agreement are for convenience and are not to be used in interpreting this Agreement.

 

  1. Entire Agreement & Amendment

This Agreement sets forth the entire understanding and agreement between you and Origin, supersedes all prior agreements, whether written or oral, with respect to the Systems, and may be amended only in a writing signed by both parties that identifies itself as an amendment to this Agreement.

 

  1. Force Majeure

Origin and Subcontractors will not be liable for any failure to discharge its obligations under this Agreement due to strikes, accidents, wars, pandemics, natural disasters, earthquakes, fires, internet failures, cyber attacks, international supply shortage of electronic components and materials, or shutdowns of its manufacturing plant or plants supplying it or other contingencies beyond the control of Origin and Subcontractors, including those arising out of or in connection with, due to, or caused in whole or in part by emergency conditions.

 

  1. Questions or Additional Information

If you have questions regarding this Agreement, please contact Origin by sending an email to hello@myhexhome.com.

Last Updated: Jun 1, 2021.