RemoteLock Terms of Service (Customer)

Last updated on April 20, 2022. 

These Terms of Service (this “Agreement”) governs your subscription to and/or use of the Services offered by LockState, Inc. dba RemoteLock (“RemoteLock”).  For purposes of this Agreement “you” and “your” refers to the entity (and its affiliates) or the individual that accepts this Agreement in connection with ordering the Services.  If an individual has ordered the Services on behalf of an entity, that individual represents that they have the authority to bind such entity and its affiliates to this Agreement.  You acknowledge and agree that this Agreement may be in addition to any terms and conditions imposed by third parties that integrate with and/or make available to you the Services.

RemoteLock’s Privacy Policy includes information regarding the collection and use of personal information in connection with use of the Services.  You hereby acknowledge that you have reviewed RemoteLock’s Privacy Policy and agree to comply with it.

IMPORTANT NOTICE. READ CAREFULLY:

THIS AGREEMENT INCLUDES AUTOMATIC RENEWAL, BINDING ARBITRATION AND A WAVIER OF CLASS ACTION RIGHTS, AS DETAILED BELOW.  BINDING ARBITRATION AND THE WAVIER OF CLASS ACTION RIGHTS REQUIRE YOU TO ARBITRATE ANY CLAIMS YOU MAY HAVE AGAINST REMOTELOCK ON AN INDIVIDUAL BASIS, MEANING THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED OR REPRESENTATIVE CAPACITY.

EXCEPT AS EXPRESSLY SET FORTH HEREIN OR OTHERWISE PROHIBITED BY LAW, REMOTELOCK MAY UPDATE THIS AGREEMENT, IN WHOLE OR PART, AT ANY TIME BY UPDATING THIS PAGE.  BY CONTINUING TO USE THE SERVICES AND ANY UPDATE THERETO, YOU ARE EXPRESSING YOUR ACKNOWLEDGEMENT AND ACCEPTANCE OF ANY CHANGES TO THIS AGREEMENT.  PLEASE CHECK THIS AGREEMENT OFTEN FOR UPDATES.

Definitions.

“Authorized User” means a user that is authorized, directly and/or indirectly, by a RemoteLock Customer to use the Services.

“Customer” means the individual or entity that has ordered the Services, which may include signing up for a no-charge trial.  You are the Customer for purposes of this Agreement.

“Intellectual Property Rights” means all present and future worldwide copyrights, trademarks, trade secrets, patents, patent applications, moral rights, contract rights and other proprietary rights.

“Service(s)” means RemoteLock remote device control services, including the use of the Software, that are designed to permit you to manage, control and/or access certain remote devices, including access control and security devices (such as locks).  You acknowledge that the Services may change over time and that RemoteLock may suspend or discontinue any part of the Services and/or update or limit features in RemoteLock’s sole discretion, and without notice.  You acknowledge that RemoteLock does not make any representations regarding the availability of integrations with third party software and/or devices and that RemoteLock shall not have any obligation to integrate the Services (including any continued integration) with any third party. 

“Software” means the object code version of the RemoteLock web portal and any other mobile and/or software applications made available to you or your Authorized Users in connection with the Services.

Use and Restrictions

Right to Use Services and Software.  Subject to the terms and conditions of this Agreement and any other applicable limitations, including RemoteLock’s then applicable Terms of Service for Authorized Users  (the “Authorized User Terms”), RemoteLock hereby grants to you a limited, non-exclusive, revocable, non-transferable right to use the Services during the term of this Agreement.  For the avoidance of doubt, this right does not include the right to resell the Services.

Account.  You may be provided with an account through which you may manage access to the Services (the “Account”).  The Account may be accessed and used only by you for purposes of establishing and administering access to the Services. You will be solely responsible for all use of the Account. You will ensure the security and confidentiality of all usernames and passwords associated with the Account and will notify RemoteLock immediately if any such information is lost, stolen or otherwise compromised. You will be fully responsible for all liabilities and damages incurred through use of the Account. Any transactions completed through your Account will be deemed to have been completed by you.

Restrictions. Except as explicitly set forth in this Agreement, you shall not, and shall not permit any third party to: (i) permit other persons or entities to use the Services or Software unless such persons or entities are Authorized Users that have consented to the Authorized User Terms; (ii) reproduce the Services or Software; (iii) modify, translate, adapt or create derivative works from the Services or Software; (iv) reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction) or attempt to extract source code from the Software; (v) lend, lease, distribute or otherwise transfer the Services or Software; (vi) remove or alter any proprietary notices or labels on the Services or Software; (vii) use the Services or Software or any information regarding the Services or Software to create a competing service; (viii) use the Services or Software to obtain unauthorized access to any device; or (ix) use the Services or Software to harass, injure, or harm any individual or entity.

Service Level.  RemoteLock will use commercially reasonable efforts to make the Services available to you and your Authorized Users.

Authorized Users

Each Authorized User must consent to the Authorized User Terms in order to use the Services. You hereby consent to the Authorized User Terms on behalf of all of your Authorized Users and agree to be fully responsible for all actions taken by such Authorized Users relating to the Services.

Compliance with Applicable Law

Privacy, intellectual property and other laws applicable in your jurisdiction may impose certain responsibilities and/or restrictions on you and your use of the Services.  You agree that it is your responsibility, and not the responsibility of RemoteLock, to ensure that you comply with any applicable laws when you use the Services.  If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services and you shall not use the Services. 

Warranty Disclaimer. 

YOU AGREE THAT REMOTELOCK AND ITS LICENSORS AND SUPPLIERS PROVIDE THE SERVICES ON AN “AS IS” BASIS AND WITHOUT ANY WARRANTIES OR REPRESENTATIONS. NEITHER REMOTELOCK NOR ITS LICENSORS OR SUPPLIERS MAKE ANY WARRANTIES WITH RESPECT TO THE PERFORMANCE OF THE SERVICES AND/OR ANY INFORMATION OR SERVICES PROVIDED IN CONNECTION WITH THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND REMOTELOCK ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES WILL ONLY FUNCTION WITH COMPATIBLE DEVICES AND MAY REQUIRE A WORKING CONNECTION TO THE INTERNET.  YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOU SHALL BE SOLELY RESPONSIBLE FOR OBTAINING COMPATIBLE DEVICES AND A WORKING CONNECTION TO THE INTERNET. REMOTELOCK DOES NOT REPRESENT OR WARRANT THAT YOUR DATA IS SECURE OR WILL BE FREE FROM LOSS OR CORRUPTION OR THAT THE SERVICES WILL BE ERROR FREE OR OPERATE WITHOUT INTERRUPTION. REMOTELOCK DOES NOT HAVE ANY OBLIGATION TO BACKUP YOUR DATA.  YOU HEREBY ACKNOWLEDGE THAT THE SERVICES ARE NOT INTENDED TO ACT AS ANY KIND OF SECURITY SYSTEM OR MONITORING OR SAFETY DEVICE. 

Intellectual Property Ownership, Feedback and Data 

Intellectual Property Ownership.  All worldwide Intellectual Property Rights in and to the Services and Software, including any additions, improvements, updates, and modifications thereto which may be developed or otherwise acquired by either party (whether or not contemplated by or made in conjunction with this Agreement) are, and shall remain, the exclusive property of RemoteLock. You acknowledge that you are not receiving any ownership interest in or to any of the foregoing. All rights in and to the Services and Software not expressly granted to you in this Agreement are reserved by RemoteLock.

Feedback. You may communicate with RemoteLock about the Services and hereby agree that RemoteLock shall own all feedback, comments, suggestions, ideas, concepts and changes that you communicate to RemoteLock regarding the Services and all associated Intellectual Property Rights (collectively the “Feedback”).  You hereby assign to RemoteLock all of your right, title and interest thereto. You agree that you will not knowingly provide RemoteLock any Feedback that is subject to third party Intellectual Property Rights. You agree to cooperate fully with RemoteLock with respect to signing further documents and doing such other acts as are reasonably requested by RemoteLock to confirm that RemoteLock owns the Feedback and to enable RemoteLock to register and/or protect any associated Intellectual Property Rights.  For the avoidance of doubt, Feedback shall not be considered your Confidential Information and RemoteLock shall not owe you any compensation in connection with the Feedback.

User Information. You will be responsible for all data, information and other content provided by you and each Authorized User, whether or not such data or information is specifically requested by RemoteLock as part of providing the Services (“User Information”). You grant to RemoteLock all necessary rights and licenses in and to the User Information necessary for RemoteLock to provide the Services and otherwise perform its obligations under this Agreement. You will not, and will not permit any third parties to, provide User Information that, and You represent and warrant that no User Information: (a) infringes, misappropriates or violates any third party rights, including any Intellectual Property Right or privacy rights, or is defamatory, harmful to minors, obscene or child pornographic; (b) contains any viruses or programming routines intended to damage, surreptitiously intercept or expropriate any of the Services, Software, data or personal information; or (c) is false, misleading or inaccurate.

RemoteLock will not be responsible or liable for any deletion, correction, destruction, damage, loss or failure to store or back-up any User Information. RemoteLock may take remedial action if any User Information violates this section; however, RemoteLock is under no obligation to review any User Information for accuracy or potential liability.  You shall be solely responsible for obtaining any required consents for the collection and use of User Information that is provided by you and, hereby, indemnify and hold RemoteLock harmless for its authorized processing of such User Information on your behalf.

Consent to Access User Information.  You may have access to certain User Information collected in connection with Authorized User’s use of the Services, including, without limitation, Authorized User’s personal information and access to devices managed using the Services.  You agree to notify Authorized Users of and obtain Authorized User consent to your access to such User Information in accordance with applicable law.  If you have not obtained such consent, you are not authorized to access such User Information.

Usage Data. RemoteLock shall have the right to capture and analyze data and information from and relating to the use and operation of the Services, provided that such data is not reasonably capable of identifying any particular Customer and/or Authorized User (“Usage Data”). Any Usage Data collected by RemoteLock will be owned by RemoteLock and may be used by RemoteLock for any lawful business purpose without a duty of accounting to you.  For the avoidance of doubt, Usage Data shall not be considered your Confidential Information.

Term and Termination. 

Term.  This Agreement shall commence on the earlier of (a) the date that you order the Services or (b) the date upon which you first use the Services (the “Effective Date”) and shall continue for an “Initial Term”, which shall be the term set forth in the applicable ordering document or web site pursuant to which you ordered the Services.  Thereafter this Agreement shall renew for additional periods of one year (each a “Renewal Term”) unless you provide prior written notice to RemoteLock of your intent not to renew the Services at least sixty (60) days before the end of the then-current term, provided that, if applicable law requires a shorter notice period for cancellation of automatic renewal, such shorter notice period shall apply.  The Initial Term together with all Renewal Terms shall be the “Term”.  RemoteLock may provide you a no-charge trial period.  If you are provided a no-charge trial period and do not continue with a paid subscription, the Term shall conclude at the end of the free trial period. 

Termination. Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated prior to expiration of the Term under the following circumstances.  RemoteLock may terminate this Agreement or suspend access to your use of the Services immediately and without notice for a material breach of this Agreement or any improper use of the Services as may be determined in RemoteLock’s reasonable discretion.  Improper use of the Services may include, without limitation, abuse of RemoteLock customer support.  In the event of a termination pursuant to the foregoing two sentences, you shall not be entitled to any refund of amounts paid, including any amounts paid for future access to the Services.  In addition, RemoteLock may terminate this Agreement and your access to the Services at any time with at least ninety (90) days’ prior written notice to you, provided that RemoteLock will refund any amounts paid for future service if termination is pursuant to this sentence. If the Services are provided on a no-charge basis, RemoteLock may terminate this Agreement and your access to the Services at any time, for any reason and without prior notice.  If RemoteLock materially breaches this Agreement, you may terminate this Agreement “for cause” by providing thirty (30) days’ prior written notice to RemoteLock detailing such material breach, provided that, such termination shall be void if RemoteLock cures its breach within the thirty (30) day period.  If you terminate “for cause” RemoteLock will refund any payments made for future service.  You may also terminate this Agreement “for convenience” at any time by providing written notice to RemoteLock.  You agree that you shall not be entitled to any refund of amounts paid to RemoteLock, including any amounts for future service, if you terminate this Agreement “for convenience”.

Promptly upon termination or expiration of this Agreement, you and your Authorized Users will cease use of the Services.  Provisions that by their nature, should survive termination of this Agreement shall survive termination.  By way of example, the following will survive termination: any obligation you have to pay, indemnification obligations, any limitation of liability, terms regarding ownership of intellectual property and terms regarding disputes.  ON EXPIRATION OR TERMINATION OF THIS AGREEMENT, UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW, REMOTELOCK SHALL NOT HAVE ANY OBLIGATION TO RETAIN OR RETRIVE DATA COLLECTED IN CONNECTION WITH YOUR USE OF THE SERVICES.

Fees. 

Payment.  You agree that RemoteLock may charge you for all applicable fees for the Services that you order or use (“Fees”).  Fees shall be set forth in an ordering document or will be described on RemoteLock’s website.  All quoted Fees will be exclusive of taxes, duties and the like, which may be charged by RemoteLock and will be paid by you (exclusive of taxes based on RemoteLock’s net income).  Unless otherwise set forth in an ordering document, subscription fees shall be charged upon the initial purchase and at the beginning of each Renewal Term.  If you are provided a no-charge trial period and continue to a paid subscription after such no-charge trial period, subscription fees may be charged upon conclusion of the no-charge trial period.  If additional subscriptions for Services are purchased by you during the then-applicable Term, Fees shall be pro-rated for the remainder of the then-applicable Term for such additional subscriptions so that all subscriptions expire/renew at the same time.  You agree that any non-subscription Fees may be charged according to RemoteLock’s then-applicable policy, which may include being immediately charged for such Fees.  If any payment is not received, is returned unpaid or if any credit card or similar transaction is rejected, denied, challenged or reversed, RemoteLock may suspend your access to the Services until payment is made or terminate this Agreement for material breach.

If your ordering document indicates that Fees shall be invoiced, Fees shall be due within thirty (30) days of invoice date. You agree that RemoteLock may send invoices to any address that is set forth on the ordering document.  RemoteLock shall not be required to use your payment system to submit an invoice and you agree that you do not require a purchase order to issue before invoicing.  If you fail to pay the Fees on time, RemoteLock may charge the lesser of 1% interest per month or the maximum allowable under applicable law on overdue amounts.     

UNLESS YOU CANCEL AUTOMATIC RENEWAL OF YOUR SUBSCRIPTION, AS DETAILED ABOVE IN “TERM”, YOU UNDERSTAND THAT YOUR SUBSCRIPTION TO THE SERVICES WILL AUTOMATICALLY CONTINUE AND YOU AUTHORIZE REMOTELOCK (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO COLLECT THE THEN-APPLICABLE SUBSCRIPTION FEES AND ANY TAXES FOR EACH RENEWAL TERM, USING ANY PAYMENT METHOD, INCLUDING ANY CREDIT AND/OR DEBIT CARD, THAT REMOTELOCK HAS ON RECORD FOR YOU.

IF YOU ARE PROVIDED A NO-CHARGE TRIAL PERIOD, YOU UNDERSTAND THAT YOUR SUBSCRIPTION TO THE SERVICES WILL AUTOMATICALLY CONTINUE ON A PAID BASIS UNLESS YOU CANCEL BEFORE THE END OF THE NO-CHARGE TRIAL PERIOD, AND YOU AUTHORIZE REMOTELOCK (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO COLLECT THE THEN-APPLICABLE SUBSCRIPTION FEES AND ANY TAXES FOR THE PAID SUBSCRIPTION, USING ANY PAYMENT METHOD, INCLUDING ANY CREDIT AND/OR DEBIT CARD, THAT REMOTELOCK HAS ON RECORD FOR YOU.

Fee Updates.  RemoteLock may update applicable Fees at any time by updating such Fees on its website or otherwise providing notice to you.  Updates to subscription Fees shall apply upon the next Renewal Term.  Updates to other Fees, including any Fees for the use of integrations and/or premium services, shall apply immediately.

Confidentiality.

Confidential Information. Each party (the “Disclosing Party”) may from time to time during the term of this Agreement disclose to the other party (the “Receiving Party”) certain non-public information regarding the Disclosing Party’s business, including technical, marketing, financial, personnel, planning, and other information (“Confidential Information”). Regardless of whether marked as confidential or not, any non-public information regarding the Services or Software shall be deemed the Confidential Information of RemoteLock.

Protection of Confidential Information. The Receiving Party shall not disclose the Confidential Information of the Disclosing Party, and shall otherwise protect such Confidential Information, using the same degree of care which the Receiving Party ordinarily uses with respect to its own Confidential Information, but in no event with less than reasonable care. The Receiving Party shall not use the Confidential Information of the Disclosing Party for any purpose other than in connection with the Receiving Party’s rights and duties pursuant to this Agreement, and shall limit the disclosure of the Confidential Information of the Disclosing Party to the employees or agents of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement, and who are, with respect to the Confidential Information of the Disclosing Party, bound by confidentiality terms no less restrictive than those contained herein.

Exceptions. Notwithstanding anything herein to the contrary, Confidential Information shall not be deemed to include any information which (i) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party as reflected in the written records of the Receiving Party; (ii) was or becomes lawfully known to the general public without breach of this Agreement; (iii) was independently developed by the Receiving Party without access to, or use of, the Confidential Information; or (iv) is required to be disclosed by law or by the order or a court or similar judicial or administrative body; provided, however, (a) that the Receiving Party shall notify the Disclosing Party of such requirement immediately and in writing, and shall cooperate reasonably with the Disclosing Party, at the Disclosing Party’s expense, in the obtaining of a protective or similar order with respect thereto and (b) such information shall continue to be deemed Confidential Information with respect to any other use or disclosure.

Limitation of Liability. 

YOU AGREE THAT IN NO EVENT SHALL REMOTELOCK OR ITS PARENTS, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, LICENSORS OR SUPPLIERS (COLLECTIVELY, REMOTELOCK AND THE OTHER ENTITIES, THE “REMOTELOCK ENTITIES”) BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND RELATING TO THIS AGREEMENT, THE SERVICE, THE SOFTWARE AND/OR ANY INFORMATION OR OTHER SERVICES PROVIDED IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST DATA, UNAUTHORIZED ACCESS TO YOUR PROPERTY, PROPERTY DAMAGE OR INABILITY TO USE THE SOFTWARE, AND/OR ANY INFORMATION OR SERVICES, EVEN IF THE REMOTELOCK ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. ADDITIONALLY, IN NO EVENT SHALL THE REMOTELOCK ENTITIES AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF THE AMOUNT PAID BY YOU TO REMOTELOCK IN THE TWELVE (12) MONTHS IMMEDIATELY PROCEEDING WHEN THE APPLICABLE CAUSE OF ACTION FIRST AROSE OR ONE HUNDRED DOLLARS (US$100.00). THE LIMITATIONS OF THIS SECTION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.

THE LIMITATION OF LIABILITY DESCRIBED ABOVE SHALL APPLY FULLY TO RESIDENTS OF NEW JERSEY. IF ANY PORTION OF THIS SECTION IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE LIMITATION OF LIABILITY.

Indemnification. 

By RemoteLock.  If you are, or RemoteLock reasonably believes that you will become, subject to any third party claim that your authorized use of the Services infringes any U.S. copyright or U.S. patent, RemoteLock will, at its option and expense: (a) procure for you the right to continue using the Services or (b) replace or modify the Services so as to no longer infringe.  If RemoteLock is unable to reasonably resolve the third party claim through the foregoing options, it may terminate this Agreement and shall promptly refund to you any Fees paid for future use of the Services. RemoteLock’s obligation under this section will not extend to any claim based on or arising from: (i) additions, changes or modifications to the Services by or on behalf of you or your Authorized User(s); (ii) use or incorporation of the Services or any component thereof with or into any other service, product or process; (iii) User Information; or (iv) your or your Authorized User(s)’ unauthorized use of the Services. You will give RemoteLock prompt notice of any infringement or potential infringement covered by the obligations of RemoteLock under this section. THIS SECTION STATES REMOTELOCK’S ENTIRE LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION CLAIMS RELATING TO THIS AGREEMENT AND THE SERVICES. 

By You.   You agree to defend, indemnify and hold harmless the RemoteLock Entities from and against any claims, suits or other actions brought by third parties (including any Authorized User or a government entity), including, without limitation, associated losses, damages, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) resulting from or relating to (i) any breach by you (including your Authorized Users, employees, agents and representatives) of your obligations, duties, or responsibilities under this Agreement; (ii) any negligent actions or omissions on the part of you (including your Authorized Users, employees, agents and representatives); or (iii) an allegation that the authorized use by RemoteLock of any User Information infringes or misappropriates the rights (including Intellectual Property Rights and privacy rights) of, or has caused liability, harm or damage to, any third party, or otherwise relating to the User Information.

You further agree to indemnify the RemoteLock Entities against all costs or expenses incurred by the RemoteLock Entities in connection with legal proceedings between you, your Authorized Users, employees, agents and representatives a third party and/or a government entity related to your or your Authorized User(s)’ activities, including, without limitation, any costs or expenses incurred by the RemoteLock Entities in connection with discovery requests. 

Complaints

Immediately, but in no event more than five (5) business days after you learn of any complaint about the Services involving a real or possible Services defect, you shall submit a full written report concerning the complaint to RemoteLock and shall cooperate fully with RemoteLock in investigating and resolving the complaint. Without limiting the generality of the foregoing, when reporting the complaint, you shall use reasonable efforts to comply with the timelines and procedures as specified by RemoteLock.

Choice of Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, excluding its conflict of law provisions. The parties agree that the Uniform Computer Information Transactions Act (UCITA) is hereby excluded from application to this Agreement and the parties agree that the United Nations Convention for the International Sale of Goods is excluded in its entirety from this Agreement.

Dispute Resolution: Mandatory, Bilateral Arbitration and Waiver of Class Actions

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

YOU AND REMOTELOCK AGREE THAT ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF, OR RELATING TO YOUR USE OF THE SERVICES OR TO THIS AGREEMENT SHALL BE RESOLVED ONLY BY FINAL AND BINDING BILATERAL ARBITRATION, except that (1) you may assert claims in small claims court in your county of residence within the United States if your claims qualify; and (2) this agreement to arbitrate does not include your or RemoteLock’s right to seek injunctive or other equitable relief in state or federal court in Denver County, Colorado to prevent the actual or threatened infringement, misappropriation or violation of a party’s Intellectual Property Rights. The Federal Arbitration Act (the “FAA”), 9 U.S.C. §1, et seq., and federal arbitration law apply to this Agreement and govern all questions as to whether a dispute is subject to arbitration.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. An arbitrator, however, 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.

For the avoidance of doubt, disputes subject to this agreement to arbitrate shall include, but are not limited to, any claims or controversies between you and RemoteLock with respect to sales, returns, refunds, cancellations, defects, policies, privacy, advertising, or any communications between you and RemoteLock, even if the claim arises after you or RemoteLock has terminated your access to the Services and/or this Agreement.

Before initiating an arbitration, you and RemoteLock each agree to first provide the other a written notice (“Notice of Dispute”), which shall contain: (a) a written description of the problem and relevant documents and supporting information; and (b) a statement of the specific relief sought. Other than in the case of potential irreparable harm, you and RemoteLock agree to attempt in good faith to resolve any dispute prior to commencing an arbitration and not to commence an arbitration proceeding until forty-five days after delivery of the applicable Notice of Dispute.

Arbitration Process and Procedure

If you and RemoteLock do not reach an agreed upon solution within forty-five (45) days from delivery of the Notice of Dispute, then either party may initiate binding arbitration as the sole means to resolve claims, subject to this Agreement. Arbitration shall (1) be administered by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), pursuant to the JAMS Streamlined Arbitration Rules & Procedures then in effect (the “JAMS Rules”) and as modified by this agreement to arbitrate, including the rules regarding filing, administration, discovery, and arbitrator fees; (2) be conducted by a single, neutral arbitrator; and (3) take place in the county where you reside or any reasonable location within the United States convenient for you. To the extent that this agreement to arbitrate conflicts with the JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards for Procedural Fairness (the “Minimum Standards”), the Minimum Standards in that regard will apply.

YOU AND REMOTELOCK EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION. Further, unless both you and RemoteLock expressly agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. If a court decides that applicable law precludes enforcement of any of this section’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.

If, for any reason, a claim proceeds in court rather than in arbitration, you and RemoteLock each waive the right to a jury trial.

YOU THEREFORE UNDERSTAND AND AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND REMOTELOCK ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION FOR ANY CLAIMS COVERED BY THIS AGREEMENT.

The JAMS Rules are available on its website at http://www.jamsadr.com/rules-streamlined-arbitration/. Notwithstanding any JAMS Rules to the contrary or any other provision in the arbitration rules chosen, by agreement, to govern, you and RemoteLock each agree that all issues regarding a dispute are delegated to the arbitrator to decide. Further, the arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement, including, but not limited to any claim that all or any part of this Agreement is void or voidable, or whether a claim is subject to arbitration. The arbitrator’s award shall be written, and binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

Hearing

If your claim does not exceed $10,000 (USD), you and RemoteLock agree to waive an oral hearing by the arbitrator and the arbitration will be conducted solely on the basis of documents you and RemoteLock submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. To the extent an oral hearing is requested by you or RemoteLock, or deemed necessary by the arbitrator, you and RemoteLock agree that the hearing will be conducted telephonically or videographically.

Arbitrators Decision

An arbitrator’s award will be a written statement of the disposition of each claim and will also provide a concise written statement of the essential findings and conclusions which form the basis of the award. The arbitrator’s decision and award is final and binding, with some limited court review under the FAA, and judgment on the award may be entered in any court of competent jurisdiction.

Fees

It is each parties’ responsibility to pay any JAMS filing, case management/administrative, and arbitrator fees as set forth in the JAMS Rules. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, RemoteLock will pay the additional cost. If your claim for damages does not exceed $25,000 (USD) and you follow the dispute notice procedure set forth above, RemoteLock will pay all such fees unless the arbitrator finds that either the substance of your dispute or the relief sought was frivolous or was brought for an improper purpose (as measured by the standards set forth in the Federal Rule of Civil Procedure 11(b)).

Small Claims and Government Action

As an alternative to arbitration, you or RemoteLock may resolve disputes in a small claims court that has jurisdiction over your claim. This Agreement and this arbitration agreement do not prevent you from bringing your Dispute to the attention of any federal, state, or local government agency. Such agencies can, if the law allows, seek relief against RemoteLock on your behalf.

General. 

Electronic Communications.  By using the Services, you consent to receiving electronic communications from RemoteLock. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Services. These electronic communications are part of your relationship with RemoteLock and you receive them as part of your agreement with RemoteLock. You agree that any notices, agreements, disclosures or other communications that RemoteLock sends to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

Entire Agreement. Unless you have entered into a separate agreement or ordering document with RemoteLock that contains additional terms (a “Master Agreement”), this Agreement represents the entire understanding between you and RemoteLock relating to your purchase and/or use of the Services.  If a Master Agreements applies to your use of the Services, the terms of the Master Agreement and this Agreement shall apply to your use of the Services unless otherwise set forth in the Master Agreement.  In the event of a conflict between the Master Agreement and this Agreement, the Master Agreement shall control.  For the avoidance of doubt, other than as set forth in the foregoing sentence, this Agreement prevails over any other communications between you, or on your behalf, and RemoteLock, including any prior version of this Agreement.  To the extent that your use of the Services involves or is integrated with products or services of third parties, third party terms may also apply to the third-party services. 

Minors. You must be at least 18 years old (or as may otherwise be required under applicable law but in no event under the age of 18) to use the Services.

Assignment.  You may not assign this Agreement other than to an entity acquiring substantially all of your assets, provided that such assignee is not a RemoteLock competitor, as may be determined in RemoteLock’s reasonable discretion, and such assignee agrees in writing to assume all obligations under this Agreement. Except as set forth above, you may not assign any of your rights or delegate any of your obligations under this Agreement to any party without the express written consent of RemoteLock. Any attempted assignment in violation of the foregoing shall be void and of no effect.  Subject to the above, this Agreement shall be binding upon and inure to the benefit of your successors and assigns.

Notice.  Any notice hereunder shall be in writing and shall be given by certified mail or by email.  Notice to you shall be to any physical and/or email address that is provided by you (or on your behalf) to RemoteLock.  If you do not provide any address to RemoteLock, notice may be provided by RemoteLock in any manner determined in RemoteLock’s reasonable discretion.  Notice to RemoteLock shall be provided by email to legalnotice@remotelock.com.  Notices shall be deemed given when received.

Force Majeure

RemoteLock shall not be liable for any breach of the Agreement or for any delay or failure of performance resulting from any cause beyond RemoteLock’s reasonable control, including but not limited to the weather, civil disturbances, acts of civil or military authorities, pandemics or acts of God.

Other Provisions.

If you’re agreeing to this Agreement on behalf of an entity, you represent and warrant that you are authorized to agree on such entity’s behalf and bind it to these terms.

If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by phone at 800-952-5210.

No waiver, amendment or modification of any provision of this Agreement shall be effective unless in writing and signed by the party against whom such waiver, amendment or modification is sought to be enforced.

No failure or delay by either party in exercising any right, power or remedy under this Agreement, except as specifically provided herein, shall be deemed as a waiver of any such right, power or remedy.

If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect.

You shall not export the Services or Software in violation of any export control laws.

The parties’ relationship shall be solely that of independent contractor and nothing contained in this Agreement shall be construed to make either party an agent, partner, joint venturer or representative of the other for any purpose.