PLEASE READ THESE TERMS AND CONDITIONS OF USE (“TERMS”) CAREFULLY BEFORE USING OR ACCESSING THIS SITE OR ANY SOFTWARE OR SERVICES.

The Terms set forth below, including any incorporated terms or documents, apply to use of the websites (“Sites”), mobile applications (“Apps”), products (“Products”), software (“Software”), and other services made available by Intermatic Incorporated (“Intermatic,” “we,” “us,” or “our”), including the content, information, functionality and services provided through such items (all of the foregoing collectively, the “Services”). Intermatic may use service providers (“Providers”) to host or provide certain aspects of the Services. THESE TERMS CONSTITUTE AN AGREEMENT BETWEEN YOU AND INTERMATIC THAT GOVERNS YOUR RIGHT TO ACCESS AND USE THE SERVICES.  By using or accessing a Service or otherwise accepting an agreement incorporating these Terms, you agree to be bound by all of the Terms.  If you do not agree to all of the terms, you may not use or access the Services.

Access To The Services

You agree to access and use the Services only in accordance with these Terms and any applicable laws and regulations. You may need to register and create an account (an “Account”) to access certain Services. Intermatic reserves the right to refuse to register your Account because your requested user name or email address is being used by someone else, because you may be impersonating another person, or for any other reason in our sole discretion.  All required Account registration information you submit must be truthful and accurate, and you must maintain the accuracy of such information, including your correct email address, so we may send you notifications and other Account-related communication. You are not allowed to transfer your Account, disclose your Account credentials to third parties or permit others to use your usernames/passwords. If you transfer a Product to a new owner, your right to use the Services with respect to that Product automatically terminates, and the new owner will have no right to use the Product or Services under your Account. You are responsible for maintaining the confidentiality of your password and username, and for all activities that occur under your Account. You must notify us immediately of any breach of security or unauthorized use of your Account.  You agree that you have the sole responsibility for adequate protection and backup of data, computer systems, mobile devices and other equipment used in connection with the Services.  In the event that you lose your mobile device or if you suspect unauthorized access you should immediately change the password on your Account.  It is your responsibility to ensure that you have all required components, hardware and network connectivity necessary to access the Services and that such items are compatible, up to date, and properly configured. The Services are not intended for persons under 18 years of age. We do not knowingly solicit or collect personal information from or about children, and we do not knowingly market our products or services to children.

Limited Use License And Acceptable Use

Intermatic grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services only in accordance with and for the purposes set forth in these Terms. You agree not to (or assist others to): (a) use any part of the Services or related data in contravention of any federal, state, local, foreign or other applicable law, or rules or regulations of regulatory or administrative organizations; (b) use the Services to send or store infringing or unlawful material or for any invasive, infringing, defamatory or fraudulent purpose; (c) access the Services or related data for the purpose of building a competitive product or service or testing or copying features, capabilities, content or user interfaces, including by screen scraping; (d) attempt to bypass the security infrastructure used by the Services; (e) infect or introduce any spyware, virus or any other form malicious software into the Services; (f) attempt to interrupt or crash a Service host or network or engage in “denial of service” attacks or “flooding” attacks; (g) modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services (except to the extent applicable laws specifically permit such activity for interoperability purposes); (h) access or use the Services by means of any interfacing program, script, automated program, electronic agent or “bot”; (i) interfere with the use of the Services by other authorized users; or (j) redistribute, resell, lease, time-share, retransmit, frame, republish or commercially exploit the Services or their contents. Except as expressly provided herein nothing shall be construed as conferring any license under any intellectual property right of Intermatic or any third party, including any right in the nature of patent, trademark or copyright, , whether by estoppel, implication, or otherwise. 

You agree you will impose only that load on Intermatic’s servers that is necessary for your use of a Service in the ordinary course as contemplated in these Terms.  Violation of these Terms shall automatically terminate the license granted herein. Upon Intermatic's belief that your conduct fails to conform with these Terms, Intermatic or its Providers shall have the right to suspend the Services without notice, and to take such defensive or civil action as it may deem necessary. Intermatic and its Providers will have no liability to you or any user arising out of, or in connection with, any such suspension or action. Intermatic will assist law-enforcement officials investigating illegal activity or violations of these Terms.

Service Terms And Software

When you use certain Services you also will be subject to the additional guidelines, legal notices, terms and agreements applicable to that Service of which you are notified (“Service Terms”) which Service Terms are hereby incorporated into these Terms.  For example, if you have downloaded an App from an App Store, you are also subject to any Terms of that App Store (e.g., in the case of an Intermatic iOS^® App, the Apple^® Licensed Application End User License Agreement terms constitute Service Terms for that App). To the extent the Service Terms are less restrictive than, or otherwise conflict with, these Terms, the more restrictive or conflicting terms and conditions in these Terms shall apply. Software that is embedded in or associated with a Product, including any App you download (collectively, “Software”), is licensed and not sold, and your use thereof is subject to these Terms (including any applicable Service Terms). All Software is an unpublished work, and you agree to take commercially reasonable measures to protect the confidentiality of such Software and to use it only in connection with the Services as permitted herein.

Product Use And Data

You agree to use a Product and related Services in accordance with any product manual provided with the Product. You agree to abide by any warnings and notices set forth in any such product manual. 

User Content And Feedback

You are solely responsible for the information, data and other content that you (or those on your behalf) upload, publish, display, stream, link to or otherwise make available on or to the Services or otherwise provide to Intermatic (“User Content”).  Intermatic does not want to receive, and you agree not to provide, any confidential or proprietary information as User Content, including via the Services, e-mail, discussion groups or chat rooms, or through any social media. You agree that any User Content  provided to Intermatic will not be considered confidential or proprietary.  You represent and warrant that (a) you have proper right and authorization to provide, distribute and use any User Content (including under any laws requiring notice to or consent of third parties) and to authorize Intermatic, Providers and users of the Services to use User Content as necessary to carry out the Services; (b) your User Content does not violate any applicable law, regulation, proprietary right or custom; and (c) your User Content is not infringing, defamatory, obscene, pornographic, threatening, abusive, illegal or otherwise improper. You hereby grant Intermatic and its Providers the non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable right to use, reproduce, display, disclose, modify, publicly perform, copy and distribute User Content in connection with the operation of the Services and to use and disclose User Content as provided in these Terms. Intermatic reserves the right to remove any User Content from the Services at any time for any reason. Intermatic will have no liability for any deleted or inaccessible User Content.  

You further grant Intermatic an unrestricted, perpetual, irrevocable, worldwide, sublicensable, transferable license to use any all suggestions, know-how, ideas, concepts or feedback provided to Intermatic with respect to the Services (“Feedback”). You agree that Intermatic and its affiliates may use, copy, modify, publish, or redistribute such Feedback for any purpose and in any way without any compensation or obligation to you.

Service Content and Proprietary Rights

“Service Content” means the text, graphics, images, content, data, information, analysis and output provided by the Services, but does not include User Content as provided by you. Service Content is considered part of the “Services.” You acknowledge that Service Content is proprietary to us, and you agree not to use or disclose it except as expressly permitted in these Terms. Except as otherwise provided in these Terms, Service Content may be used for informational purposes only.  Your use of Service Content is subject to the following restrictions: (a) You must retain, on all copies of the Service Content downloaded, all copyright and other proprietary notices contained in the Service Content; (b) You may not change or modify Service Content in any way or reproduce or publicly display, perform, or distribute or otherwise use Service Content for any public or commercial purpose; and (c) you must not transfer the Service Content to any other person unless you give them notice of, and they agree to accept, the obligations arising under these Terms. Title to and ownership of the Services, Software, Service Content (excluding User Content), any materials or other derivative work based on or derived therefrom or improvements thereto, and all copyrights and associated intellectual property rights, shall belong to Intermatic or its affiliates or Providers. These Terms do not limit your rights under, or grant you rights that supersede, the license terms of any applicable open source software that may be included in or used by the Software or Services, and your use of such open source software is governed by those third party license terms.  No permission is granted to use any Intermatic brand or logo unless a request for such use is made and written permission is first granted. Registered trademark are registered in the United States of America (and other applicable jurisdictions). All brands and names are the property of their respective owners. The compilation of all Service Content is the exclusive property of Intermatic and is protected by U.S. and international copyright law.  Unless otherwise indicated, the Software and Service Content are copyright Intermatic, all rights reserved. Your use of any Service Content, except as provided in these Terms of Use, without the written permission of Intermatic, is strictly prohibited. You are also advised that Intermatic will aggressively enforce its intellectual property rights to the fullest extent of the law, including by seeking criminal prosecution.

Availability

Intermatic will use commercially reasonable efforts to cause the Services to be continually accessible to you, except for scheduled maintenance and required repairs, and except for any interruption due to any Force Majeure Event (as defined below). IN THE EVENT OF ANY INTERRUPTION IN OR INABILITY TO ACCESS THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY (AND OUR SOLE AND EXCLUSIVE LIABILITY THEREFOR) SHALL BE FOR INTERMATIC TO USE COMMERCIALLY REASONABLE EFFORTS TO RESUME ACCESS TO THE SERVICES AS PROMPTLY AS PRACTICABLE, AND INTERMATIC AND ITS PROVIDERS SHALL NOT HAVE ANY LIABILITY TO YOU FOR ANY MONEY DAMAGES RESULTING FROM ANY SUCH CLAIMS.  In no event will we have any responsibility for your inability to access a Service due to issues arising from the hardware, systems, environment or networks of you or third parties (including any cellular provider).

Automatic Software Updates

Intermatic may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Product, Software or Services (“Updates”). Unless you have expressly turned off such Updates using any functionality provided by the Services, Updates may be automatically installed without providing any additional notice or receiving any additional consent from you. You acknowledge that you may be required to install certain Updates in order to continue to use the Services following a change to the Services. Updates are subject to these Terms together with any additional terms that may be provided with such Update. If you do not want Updates, your remedy is to terminate the Services and/or stop using an applicable App or Product.

Push Notifications

You acknowledge that the Services may use push notifications to send alerts regarding certain actions or other conditions. INTERMATIC AND ITS AFFILIATES SHALL NOT BE LIABLE FOR THE TRANSMISSION OF, OR ERRORS OR FAILURES IN TRANSMISSION OF, ANY PUSH NOTIFICATION OR ALERT, INCLUDING ANY LIABILITY FOR ANY UNWANTED, MISSED OR IGNORED PUSH NOTIFICATIONS OR ALERTS.

Disclaimer of Warranties 

A PRODUCT IS WARRANTED BY ANY LIMITED WARRANTY PROVIDED WITH THE PRODUCT, AND SUCH LIMITED WARRANTY SHALL CONTROL IN ANY CONFLICT WITH THESE TERMS WITH RESPECT TO THE PRODUCT. NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTERMATIC PROVIDES THE SERVICES (INCLUDING SERVICE CONTENT) ON AN “AS-IS” AND “AS AVAILABLE” BASIS “WITH ALL FAULTS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTERMATIC AND ITS PROVIDERS DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SATISFACTORY QUALITY, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. INTERMATIC AND ITS PROVIDERS DO NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE USE OF THE SERVICES OR SERVICE CONTENT. INTERMATIC AND ITS PROVIDERS MAKE NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL CODE, TIMELY, SECURE, OR ERROR-FREE. USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE FOREGOING MAY NOT APPLY TO YOU. IF IMPLIED WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW, THEN ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 30 DAYS FROM THE DATE OF FIRST ACCESS TO THE SERVICES.  This warranty gives you specific legal rights, and you may also have other rights which vary from state to state.

Limitation of Liability

Nothing in these Terms including this section shall attempt to exclude liability that cannot be excluded under applicable law.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTERMATIC AND ITS PROVIDERS WILL NOT BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY DAMAGES FOR LOST DATA, LOSS OF REVENUE, BUSINESS INTERRUPTION, LOST BUSINESS OR LOST OR ANTICIPATED PROFITS, ARISING FROM OR RELATING TO THE SERVICES (INCLUDING SERVICE CONTENT OR PRODUCTS) OR THE INABILITY TO USE THE SERVICES, EVEN IF THEY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF INTERMATIC AND ITS PROVIDERS ARISING FROM OR RELATED TO THE SERVICES WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL NOT EXCEED THE FEES ACTUALLY PAID BY YOU, IF ANY, FOR THE SERVICES (INCLUDING ANY RELATED PRODUCT) IN THE 12 MONTHS PRIOR TO THE TIME YOUR CLAIM AROSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES OR OTHER RIGHTS, SO THE FOREGOING PROVISIONS OF THESE TERMS MAY NOT APPLY TO YOU. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

Indemnity and Covenant Not To Sue

To the maximum extent permitted by law, you agree to indemnify, defend and hold Intermatic and its affiliates and Providers harmless from, and you covenant not to sue them for, any claims relating to: (1) your breach of these Terms or of your obligations under these Terms; (2) your Account; (3) your User Content; (4) your use of, misuse of, or reliance on the Services or Service Content or any related Intermatic Product; (5) violation of any applicable law or regulation or of any rights of another person or entity by you or your User Content; or (6) any liability disclaimed in these Terms.  You agree to hold Intermatic and its Providers harmless from any liabilities, fines and costs (including reasonable attorney’s fees) incurred by them or their affiliates, employees, or representatives in connection with the above claims.  You agree not to settle any such claim or incur any liability or admission of guilt on our behalf without the indemnified party’s consent.  We reserve the right, at our expense, to assume the defense and control of any matter subject to indemnification by you.

Term and Termination

These Terms shall be effective as of the first date that you receive access to the Services and shall continue for so long as you use any of the Services. Subject to any subscription term for a Service for which you have paid, you agree that Intermatic, in its sole discretion, may terminate your access to or use of this Services at any time, and for any reason, including, but not limited to, if Intermatic believes that you have violated or acted inconsistently with the letter or spirit of these Terms. You agree that any such termination may be made by Intermatic without prior notice to you. Subject to any subscription term for a Service to which you have previously agreed, you may terminate these Terms at any time by giving us written notice.  Either you or us may terminate these Terms if the other party breaches any provision of these Terms with immediate effect.  Upon expiration or termination of these Terms, the rights and license granted hereunder shall immediately cease, and you will immediately cease use of the Services, including any Software. Your access to User Content via the Services will also terminate as of any such termination. We reserve the right in our discretion to delete any User Content after termination of these Terms.  You agree that Intermatic will not be liable to you, or any third party, for any termination of access to the Services or to any information held by Intermatic. The provisions of Sections entitled “User Content and Feedback,” “Service Content and Proprietary Rights,” “Disclaimer of Warranties,” “Limitation of Liability,” Indemnity and Covenant Not to Sue,” “Dispute Resolution” and “General” and any other provisions contained herein which by their nature or effect are required or intended to be observed after termination of these Terms (including perpetual licenses granted) will survive the termination and remain binding.

Changes

We reserve the right to change these Terms at any time by providing notice to you, including via posting online, email or through the Services, and your use of a Service after any change signifies your acceptance of the changed terms. If you do not agree to the new terms, please stop using the Services. Please check these Terms periodically for changes.  We reserve the right to modify, enhance, remove or terminate any part of the Services at any time, in our discretion, without prior notice (provided that we will attempt to give reasonable notice of any suspension, termination or material change).

Dispute Resolution

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. The Services are operated and administered from within the United States of America. If you access the Services from a location outside of the United States, you are responsible for compliance with all applicable export and local laws. To the fullest extent permitted by law, these Terms, and any claim, dispute, action, cause of action, issue, or request for relief relating to these Terms or Use, the Services or Product, will be governed by the laws of Illinois, U.S.A., without giving effect to any conflicts of laws principles that require the application of the laws of a different jurisdiction. To the fullest extent permitted by law, any dispute or claim relating to these Terms or the Services will be resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), rather than in court (except that you may assert claims in small claims court if your claims qualify, and you or we may seek injunctive or equitable relief in court to stop infringement or other misuse of intellectual property rights). The Federal Arbitration Act and federal arbitration law apply to the enforcement of this agreement to arbitrate. TO THE FULLEST EXTENT PERMITTED BY LAW WE EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. 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.  If for any reason a claim proceeds in court (other than small claims court) rather than in arbitration you and Intermatic each waive any right to a jury trial and irrevocably consent to the exclusive jurisdiction of the courts located in the state of Illinois in connection with any such action. You and us waive any objection based on lack of personal jurisdiction, place of residence, improper venue or forum non conveniens in any such action. 

Export Compliance

Although the Services and Software may be accessible worldwide, our Products and Services are not designed for use in all countries, and some or all of the features of the Service may not work or be appropriate for use in a particular country. The Services and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You represent that you are not named on any U.S. government list of persons or entities prohibited from receiving exports, and agree to comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. You will not permit anyone to access or use the Services in violation of any U.S. export law, embargo, prohibition or restriction.  

Electronic Communications

When you use the Services, or send us e-mails, you are communicating with us electronically, and you consent to receive communications from us electronically. We may communicate with you by e-mail or by transmitting notices via the Services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Privacy Policy

Please see our Privacy Policy above for information regarding the collection and use of personal information in connection with the Services.

Despite any representations concerning privacy, Intermatic reserves the right to disclose without notice to you any information in its possession if required to do so by law or upon a good-faith belief that such action is necessary to comply with the law, to protect or defend our rights or property, or to respond to an emergency situation.  Specific areas or portions of the Services may include additional or different terms relating to the use of personal information collected from such areas or Services.

Confidentiality And Security

While Intermatic uses commercially reasonable physical, electronic, and administrative safeguards to protect from unauthorized or inappropriate access any personal information that is included in User Content, we cannot guarantee its absolute security due to transmission errors, outside events, third party hacking or other causes, and we will not be liable therefor. Please see our Privacy Policy for details. 

Entire Agreement

These Terms, including any applicable Service Terms, our Privacy Policy, and other materials incorporated herein, represent the entire agreement and understanding relating to the use of the Services and prevail over any prior or contemporaneous, conflicting or additional communications. The English version of these Terms shall govern over any translation.  You acknowledge and agree that each of Intermatic’s Providers shall be considered a third party beneficiary of these Terms and shall have the right to enforce these Terms directly against you in connection with any dispute or breach. Intermatic and its Providers shall not be responsible for delays or failures in performance resulting from acts or circumstances beyond their control, including without limitation acts of God, strikes or other labor disputes, riots, acts of war, malfunction of portions of the Internet or another third party network, governmental regulations promulgated after the effective date of these Terms, communication line, power or equipment failures, fires or other disasters, and acts of third parties, including hackers (each a “Force Majeure Event”).

General

If any provision of these Terms is deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the remaining terms and shall not affect the validity and enforceability of any remaining provisions which shall remain in effect. The parties agree that any invalid provision shall be deemed to be restated so as to be enforceable to the maximum extent permissible under law consistent with the original intent and economic terms of the invalid provision.  Our failure to assert a right or insist upon compliance with any term or condition shall not constitute a waiver of that right or excuse any subsequent noncompliance. 

Contacting Us

If you have any questions about these Terms, please email: [email protected]