THIS END USER LICENSE AGREEMENT (“LICENSE AGREEMENT”) IS A LEGAL AGREEMENT. YOU SHOULD READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING OR USING ANY SAGES PRODUCT (the “PRODUCT”).
THE PRODUCT CONTAINS EMBEDDED SOFTWARE (“SOFTWARE”), THE ACCESS AND USE OF WHICH IS LICENSED BY XUANHUA TO ITS CUSTOMERS FOR THEIR USE ONLY AS SET FORTH BELOW. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, DO NOT CLICK “I ACCEPT” AND DO NOT USE THE PRODUCT â YOU MAY DECIDE TO PROMPTLY RETURN THE PRODUCT TO XUANHUA BY CONTACTING XUANHUA. BY CLICKING “I ACCEPT” OR ACCESSING OR USING THE PRODUCT, YOU INDICATE THAT YOU ACCEPT AND AGREE TO THESE TERMS.
THE PRODUCT LIMITATIONS SECTION BELOW SPECIFIES IMPORTANT LIMITATIONS OF THE SOFTWARE AND RELATED SERVICES IN CONNECTION WITH LIFE SAFETY AND CRITICAL USES. PLEASE READ THIS SECTION CAREFULLY, AS YOU ARE ACKNOWLEDGING AND AGREEING TO THEM.
CONTRACTUAL RELATIONSHIP
This Agreement is an agreement between you and Shanghai Xuanhua Intelligent Technology Co., Limited. In this Agreement, references to “Xuanhua” “Extra-Sages” and/or “SAGES” mean either THE COMPANY or THE PRODUCT, as appropriate.
You represent and warrant that you have the capacity to enter into this License Agreement relating to the Software and are of sufficient legal age in your jurisdiction or residence to use or access the Software.
These terms give you specific legal rights, and you may also have other legal rights in addition, which vary from jurisdiction to jurisdiction.
LICENSE
Subject to the terms and restrictions set forth in this License Agreement, Xuanhua grants you a limited, non-exclusive license to use the Software, only in object code form, solely as embedded on the SAGES product which you own or control, and only for and in connection with your personal, non-commercial use of the Product. You are not permitted to (and will not permit others to) lease, rent, distribute, assign, commercially exploit, or sublicense the Software or to use the Software in a time-sharing arrangement or in any other unauthorized manner. Further, no license is granted to you in the human readable code of the Software (source code). The Software and accompanying 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 appearing on the Software on any copies that you make.
OTHER SOFTWARE
This License Agreement does not apply to any open-source software which is included in the Product or to any third-party software that is licensed separately under the terms of various separate license agreements (“Other Software”). The Other Software is not subject to the terms and conditions of this License Agreement and is instead licensed to you under the terms of the applicable third-party license agreements (the “Other Software Terms”). Copyrights to the Other Software are held by copyright holders indicated in the Other Software Terms. To the extent required by the Other Software Terms, Xuanhua will make the Product’s open-source software, and any modifications made by Xuanhua, available either on our website or by written request to Xuanhua at the email address listed below. Any terms of this License Agreement that conflict with the terms of any license agreements for Other Software will not apply to the Other Software. Nothing in this License Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the Other Software.
SOFTWARE UPDATES
From time to time, Xuanhua may provide updates, upgrades, patches, bug fixes, and other modifications to improve the Software and related services (“Patches”). You acknowledge that you may be required to install Patches to continue to access and use the Product and the Product Software. You agree and consent to Patches being automatically installed without receiving any additional notice or providing any additional consent.
NO ASSIGNMENT; NO REVERSE ENGINEERING
Modification, reverse engineering, reverse compiling, or disassembly of the Software is expressly prohibited.
EXPORT RESTRICTIONS
The Software and Product may be subject to export or import regulations in other counties. You agree not to export or re-export the Software or accompanying documentation (or any copies thereof) or any products utilizing the Software or such documentation in violation of any applicable laws or regulations of the country in which you obtained them. The software covered by this License Agreement may contain strong data encryption code which cannot be exported outside of the country which you live in. You agree that you will not export/re-export, either physically or electronically, the encryption software or accompanying documentation without obtaining written authorization from the Department of Commerce of your country. You hereby agree to indemnify and hold Xuanhua harmless from all claims, losses, liabilities, damages, fines, penalties, costs, and expenses (including attorneysâ fees) arising out of or resulting from your breach of this paragraph.
TITLE; TRADE SECRETS
You acknowledge and agree that all (a) worldwide copyrights and other intellectual property rights, and (b) ownership of and title to the Software and all subsequent copies thereof regardless of the form or media, are held by and the exclusive property of Xuanhua and its suppliers. You further acknowledge and agree that the Software contains the valuable trade secrets and proprietary information of Xuanhua and its suppliers. 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.
NO IMPLIED RIGHTS
All rights not expressly granted by Xuanhua to you in this License Agreement are hereby reserved by Xuanhua and its suppliers. There are no implied rights in this License Agreement.
TERM AND TERMINATION
This License Agreement is effective from the date you first use the Software or Product and shall continue until terminated. You may terminate it at any time upon written notice to Xuanhua. It will also terminate immediately if you fail to comply with any term of this License Agreement. Upon such termination, the licenses granted by this License Agreement will immediately terminate and you agree to stop all access and use of the Product, Software and documentation. The provisions that by their nature continue and survive will survive any termination of this License Agreement.
GOVERNING LAW & JURISDICTION
The courts in some countries will not apply China law to some types of disputes. If you reside in one of those countries where China law is excluded from applying, you agree that the laws of the P. R. of China govern this License Agreement, as well as any claim, dispute, action or issue that might arise out of or in connection with it excluding their conflicts of laws principles. Any action or proceeding relating to this License must be brought in a Chinese court located in Shanghai and each party irrevocably submits to the jurisdiction and venue of any such court in any such claim or dispute, except that Xuanhua may seek injunctive relief in any court having jurisdiction to protect its confidential information or intellectual property. The United Nations Convention on Contracts for the International Sale of Goods (1980) is hereby excluded in its entirety from application to this License Agreement.
NO ASSIGNMENT
You may not assign or transfer your rights under this License Agreement. Any purported assignment or transfer in violation of this paragraph is void.
LIMITED WARRANTY
The limited warranty for the Product is as stated on Xuanhua’s website or on the Limited Warranty in the user manual accompanying the Product. NO WARRANTY IS PROVIDED FOR THE SOFTWARE.
WARRANTY DISCLAIMER
NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, XUANHUA 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. XUANHUA DOES NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE USE OF THE SOFTWARE. XUANHUA MAKES NO WARRANTY THAT THE SOFTWARE WILL BE UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL CODE, TIMELY, SECURE, OR ERROR-FREE.
PRODUCT LIMITATIONS
You acknowledge that neither the Product nor the Software is certified for safety/emergency response.
YOU UNDERSTAND THAT THE PRODUCT AND SOFTWARE ARE NOT A THIRD-PARTY MONITORED SAFETY/EMERGENCY NOTIFICATION SYSTEM AND XUANHUA AND ITS PRODUCT WILL NEITHER MONITOR SAFETY/EMERGENCY NOTIFICATIONS NOR DISPATCH EMERGENCY AUTHORITIES TO YOUR HOME IN THE EVENT OF AN EMERGENCY. YOUR USE OF THE SOFTWARE AND THE PRODUCT IS AT YOUR OWN DISCRETION AND RISK. YOU ARE SOLELY RESPONSIBLE FOR (AND XUANHUA DISCLAIMS) ANY AND ALL LOSS, LIABILITY, OR DAMAGES ARISING OUT OF OR RESULTING FROM YOUR USE OF THE SOFTWARE OR THE PRODUCT, INCLUDING, BUT NOT LIMITED TO, ANY LOSS, LIABILITY, OR DAMAGES TO YOUR PERSON, POSSESSIONS, PERSONAL PROPERTY (INCLUDING, WITHOUT LIMITATION, THE PRODUCT, OTHER PRODUCTS, OR PERIPHERALS CONNECTED TO THE PRODUCT, COMPUTER, AND MOBILE DEVICE), DATA, HOME, APARTMENT, UNIT, DWELLING, STRUCTURE, OR RESIDENCE.
Xuanhua’s customer support contacts cannot be regarded as a lifesaving solution for people at risk in the home, and are not a suitable substitute for safety/emergency services. All life-threatening and emergency events should be directed to the Police or the appropriate response services. The software app for the Product may allow you to call emergency response services if you are located in a supported area.
LIMITATION OF LIABILITY
Nothing in this License 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, XUANHUA DISCLAIMS AND EXCLUDES FOR ITSELF AND ITS SUPPLIERS 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 SOFTWARE OR PRODUCT, EVEN IF XUANHUA OR ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND LIMITS ITS LIABILITY TO REPLACEMENT, REPAIR, OR REFUND OF THE PURCHASE PRICE PAID, AT XUANHUA’S OPTION. THIS DISCLAIMER OF LIABILITY FOR DAMAGES WILL NOT BE AFFECTED IF ANY REMEDY PROVIDED HEREIN FAILS ITS ESSENTIAL PURPOSE.
DISCLAIMER
In addition to this License 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.
SEVERABILITY
In the event any provision of this License 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.
NOTICES
Xuanhua may send notices to you via email or to a mailing address. Notices will be sent to the address that you registered with Xuanhua.
WAIVERS
All waivers by Xuanhua will be effective only if in writing. Any waiver or failure by Xuanhua to enforce any provision of this License Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
CAPTIONS
The captions and paragraph headings of this License Agreement are for convenience and are not to be used in interpreting this License Agreement.
ENTIRE AGREEMENT & AMENDMENT
This License Agreement sets forth the entire understanding and agreement between you and Xuanhua, supersedes all prior agreements, whether written or oral, with respect to the Software, and may be amended only in a writing signed by both parties that identifies itself as an amendment to this License Agreement.
QUESTIONS OR ADDITIONAL INFORMATION
If you have questions regarding this License Agreement, please contact Xuanhua by sending an email to legal@sagessec.com.
Effective: December 31, 2017