End-User License Agreement
This End-User License Agreement (“Agreement”) between you and Hampton Products International Corporation (the “Company” or “Hampton”) details how the software (the “Licensed Software”) can be used. The Licensed Software is provided in the form of pre-installed, embedded software in your product from Hampton (“Product”), and the form of a software application downloaded and installed on your mobile device (the “App”), if applicable. Changes to the terms of the Agreement and updates to the Licensed Software (see below) may be provided by the Company or an authorized affiliate at any time with or without notice, and use of the Licensed Software after such updates constitutes your acceptance of such changes to the then-current version of this Agreement.
If you do not agree to the terms of this Agreement you may return the Product, in its original, unused condition, within thirty (30) days of the date of purchase, or the return period provided by your place of purchase, whichever is longer, for a refund in accordance with our returns policy as set forth in the warranty for your Product. In such case, you will also cease to use and remove any App in your possession related to such Product. By using the Product, creating a user account, downloading or using the App, clicking “I Agree” or checking any boxes corresponding to this Agreement on our App or our websites, you agree to be bound by the terms of this Agreement.
Permitted License Uses and Restrictions
Subject to the terms and conditions of this Agreement, you are granted a limited non-transferable, non-exclusive license to download and run the Licensed Software on a single compatible Product that you own or control, solely for your own personal non-commercial purposes in order to operate the Product.
You shall not license, sell, rent, lease, transfer, assign, distribute, republish, host, outsource, disclose or otherwise commercially exploit the Licensed Software or make the Licensed Software available to any third party or where it could be used by multiple devices at the same time unless authorized by the Company.
You shall not and agree not to enable others to, copy, modify, make derivative works of, disassemble, attempt to derive the source code of, decrypt, reverse compile or reverse engineer any part of the Product or Licensed Software, except as and only to the extent any foregoing restriction is prohibited by applicable law.
To the fullest extent allowed by law, you hereby agree to indemnify and hold harmless the Company from any liability arising out of or relating to the misuse of your Account, Product, Licensed Software, App or the Service, or your negligence, willful misconduct or breach of this Agreement.
Application, Product and Service Usage
All right, title, and interest, including all intellectual property rights, in and to the Licensed Software shall be owned and retained by the Company or its suppliers. Any rights not expressly granted by the Company in the Agreement are reserved. All Licensed Software is licensed and not sold, and any reference to “sale” or “purchase” shall mean the purchase of a license to the Licensed Software as set forth herein.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE LICENSED SOFTWARE AND ANY SERVICES PERFORMED BY OR ACCESSED THROUGH THE LICENSED SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE LICENSED SOFTWARE AND SERVICE ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY AND ITS AFFILIATES DISCLAIM ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES AND CONDITIONS RELATING TO THE LICENSED SOFTWARE, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY, QUIET ENJOYMENT, TITLE, NON-INFRINGEMENT AND WARRANTIES AGAINST HIDDEN OR LATENT DEFECTS. THE COMPANY DOES NOT WARRANT THAT USE OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, COMPATIBLE WITH YOUR HOME NETWORK, COMPUTER OR MOBILE DEVICE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE LICENSED SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE LICENSED SOFTWARE, THEN TO THE MAXIMUM EXTENT ALLOWED BY LAW, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO ONE (1) YEAR FROM THE DATE OF DOWNLOAD OR PURCHASE, WHICHEVER IS EARLIER. SOME STATES (COUNTRIES AND PROVINCES) DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY (OR CONDITION) MAY LAST, SO THE LIMITATION DESCRIBED ABOVE MAY NOT APPLY TO YOU.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, AGENTS OR PRINCIPALS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA (INCLUDING WITHOUT LIMITATION COURSE INSTRUCTIONS, ASSIGNMENTS AND MATERIALS), BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE LICENSED SOFTWARE AND SERVICES HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF HAMPTON HAS BEEN ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.
To the maximum extent permitted by law, the company’s aggregate cumulative liability hereunder shall not exceed the amount paid by you for the licensed software that caused such damage. This limitation is cumulative and will not be increased by the existence of more than one incident or claim. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to you.
You agree that, unless prohibited by law, any claim or cause of action arising out of or related to use of the Licensed Software, or this Agreement, must be filed within one (1) year after such claim or cause of action arose or be forever barred, regardless of any time limit set forth in any statute or law to the contrary.
You acknowledge that the Product and Licensed Software are not certified for emergency response, and should not be used for this purpose. The Company does not monitor emergency notifications, and is not responsible for dispatching emergency services to your home.
This Agreement and the licenses granted hereunder are effective on the date you first install or use the Licensed Software and shall continue unless and until this Agreement is terminated by the Company pursuant to this section. The Company may terminate this Agreement immediately upon notice in the event that you materially breach any of the terms hereof. You may terminate this Agreement effective immediately upon providing the Company with written notice. Upon termination, the license granted hereunder shall terminate and you shall immediately destroy any copies of the Licensed Software in your possession, but the terms of this Agreement which are intended to survive termination will remain in effect.
You agree to comply with all U.S. and foreign export laws and regulations to ensure that neither the Licensed Software, Product, nor any technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws or regulations. By using the Licensed Software you represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Updates and Modifications
The Licensed Software may, without additional notice, check for updates that are available for automatic download and installation to your Product and let the Company know the Licensed Software is successfully installed. If you do not want such updates, your remedy is to stop using the Product. If you do not cease using the Product, you will receive updates automatically. You acknowledge that you may be required to install updates to use the Product and the Licensed Software and you agree to promptly install any updates that the Company provides. Your continued use of the Product is your consent to this Agreement.
You agree that the Company may modify this Agreement from time to time, and that your right to access the Services and use the Licensed Software is conditioned on an ongoing basis with your compliance with the then-current version of this Agreement. By continuing to access the Licensed Software or Services after modification become effective, you agree to be bound by the revised Agreement. If you do not agree to the new Agreement, please stop using the applicable Licensed Software.
Controlling Law and Severability
Neither the rights nor the obligations arising under this Agreement are assignable by you, and any such attempted assignment or transfer shall be void and without effect. This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflict of law principles. All waivers by the Company will be effective only if in writing. Except as provided under the Arbitration section below, any action under or relating to this Agreement shall be brought solely in the state and federal courts located in California with sole venue in the courts located in Los Angeles or Orange County and each party hereby submits to the personal jurisdiction of such courts, except that the Company may seek relief in any court of competent jurisdiction to protect or enforce its intellectual property and proprietary rights. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. In the event that any provision of this Agreement is found to be contrary to law, then such provision shall be construed as nearly as possible to reflect the intention of the parties, with the other provisions remaining in full force and effect. Any notice to you may be provided by email.
This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and any and all written or oral agreements previously existing between the parties are expressly canceled. Except as otherwise expressly provided in this Agreement, any modifications of this Agreement must be in writing and signed by the Company. The parties acknowledge that they require that this Agreement be drawn up in the English language only.
To the maximum extent permitted by law, you agree that the all disputes and claims arising out of, or relating to, this Agreement, or your use of the Licensed Software and Product (including the arbitrability of any claim or dispute and the enforceability of this section), shall be determined exclusively by final and binding arbitration. Provided however, that you agree that the terms of this arbitration section do not apply to determinations as to the ownership of any intellectual property rights in the Licensed Software or Product.
CLASS ACTION WAIVER: Except as otherwise provided in this section, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action or private attorney general action) unless both you and the Company specifically agree to do so following initiation of the arbitration. If you choose to pursue your dispute in court by opting out of this section, as specified below, this class action waiver will not apply to you. Neither you, nor any other user of the Licensed Software can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding arising out of or relating to this Agreement or the Licensed Software without having complied with the opt-out requirements below.
Except as expressly set forth in this section, you and the Company may litigate in court only to compel arbitration under this Agreement or to confirm, modify, vacate or enter judgment on the award rendered by the arbitrators. To the extent that you have breached or have indicated your intention to breach this Agreement in any manner which violates or may violate the Company’s or any of its licensor’s intellectual property rights, or may cause continuing or irreparable harm to the Company (including, but not limited to, any breach that may impact the Company‘s or its licensor’s intellectual property rights, or a breach by reverse engineering), the Company may seek injunctive relief, or any other appropriate relief, in any court of competent jurisdiction.
Notwithstanding the above, you or the Company may choose to pursue a dispute in court and not by arbitration if (a) the dispute qualifies, it may be initiated in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN THIRTY (30) DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THIS AGREEMENT (the “Opt-Out Deadline”). You may opt out of this Section by mailing written notification to the Company. Your written notification must include (1) your name, (2) your address, and (3) a clear statement that you do not wish to resolve disputes with the Company through arbitration. Your decision to opt-out of this Section will have no adverse effect on your relationship with the Company. Any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your dispute in arbitration or in small claims court. In addition, this arbitration provision does not preclude you from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf.
Last updated: September 23, 2020