End User License Agreement

30 April, 2021

1. This end user license agreement (“EULA”) sets out the terms of use for the software (“Firmware”) that is embedded in your igloohome, iglooworks, or igloocompany Product (“Product”), the software application that may be downloadable to your mobile device (“Mobile App”) to operate the Product and the website located at igloocompany.co or igloohome.co and their sub-domains (each, a “Site”).
2. BY USING THE PRODUCT, YOU AGREE TO THE TERMS OF THIS EULA.
3. For the avoidance of doubt, your use of the services offered by igloocompany through the Sites, Firmware and Mobile App (the “Service”) are governed by the Terms of Service. Your purchase of the Product (excluding the Firmware) is also governed by the Product Warranty. This EULA does not govern your use of the Services or your purchase of the Product (excluding the Firmware). Your use of the igloodeveloper API and SDK hosted on igloocompany’s online platform (“API/SDK”) is covered under the API SDK License Agreement, and is not subject to this EULA.

   Grant of License

4. The Firmware, Mobile App, Sites and all worldwide copyrights, trade secrets, and other intellectual property rights therein are the exclusive property of igloocompany and its licensors. Igloocompany and its licensors reserve all rights in and to the Firmware, Mobile App and Sites not expressly granted to you in this EULA. The Firmware, Mobile App and Sites (and all copies thereof) is licensed to you, not sold, under this EULA. There are no implied licenses in this EULA. You also agree that igloocompany does not waive any rights to use similar or related ideas previously known to igloocompany, developed by its employees, or obtained from other sources.
5. Certain items of software included with the Firmware and Mobile App are subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of this EULA.
6. Subject to the terms herein, igloocompany grants you a limited and nonexclusive license worldwide (without the right to sub-license) to execute the Firmware solely on the Product that you own or control and solely for use in conjunction with the Product. You are further granted a limited and nonexclusive license to execute the Mobile App or Sites solely for use in conjunction with the Product and Firmware.
7. Without limiting the generality of the foregoing, you may make a one-time transfer of all of your license rights to the Firmware to a third party in connection with your transfer of ownership of the Product (including the Firmware embedded therein); provided, such transfer is conditioned upon the third party receiving the Product agreeing to the terms of this Agreement, and if such third party does not agree to the terms of this Agreement, such transfer shall be null and void. Save for the said one-time transfer of ownership, 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.

   Limitations on End User Rights

8. You agree not to, and you will not permit others to:
   1. License, sell, rent, lease, copy, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Firmware or Mobile App or make the Firmware or Mobile App available to any third party;
   2. Use any portion of the Firmware on any device other than the Product that you own or control;
   3. Remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Firmware, Mobile App or Sites; or
   4. Modify, imitate, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Firmware, Mobile App or Sites (except to the extent applicable laws specifically prohibit such restriction for interoperability purposes, in which case you agree to first contact igloocompany and provide igloocompany an opportunity to create such changes as are needed for interoperability purposes). You may not release the results of any performance or functional evaluation of any of the Firmware or Mobile App to any third party without prior written approval of igloocompany for each such release.

   igloocompany Account

9. In order to operate your Product, you must have a compatible mobile device on which to download the Mobile App. After downloading the Mobile App, you must create an account with igloocompany (“Account”) in order to operate your Product and to access the services offered by igloocompany (“Service”). You may also register for an Account on the Sites. The use of the Service is governed by igloocompany’s Terms of Service.
10. You are responsible for maintaining the security of your Product, Firmware, Mobile App and Account, and you must take reasonable steps to protect your Account information, access to your Mobile App, the Product, the Product Firmware and the Sites. All use of the Product, Firmware, Mobile App, Sites and Services through your Account (by you or others) is your responsibility.
11. To the fullest extent allowed by law, you hereby agree to indemnify and hold harmless igloocompany and its affiliates, suppliers, and vendors, and any of their respective officers, directors, employees and agents, from and against any and all threatened or actual claims, actions, suits, and any and all resulting losses, liabilities, damages, expenses, and costs arising out of or relating to the use or misuse of your Account, Product, Firmware, Mobile App, Sites or Services, or your negligence, wilful misconduct, criminal conduct or breach of this Agreement.

    Software updates

12. igloocompany may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Firmware, Mobile App and the Services (“Updates”). These may be automatically installed without providing any additional notice or receiving any additional consent. You consent to this automatic update. If you do not want such Updates, your remedy is to stop using the Product.

    Consent to use of data

13. All information provided to igloocompany in connection with your use of the Firmware and Mobile App is covered by igloocompany’s Privacy Policy. By using the Product, Firmware and Mobile App, you agree to the use of your information in the manner described below and in accordance with igloocompany’s Privacy Policy.

    Confidential information

14. “Confidential Information” shall mean the Firmware, the Mobile App, Sites and all other information disclosed to you that igloocompany characterizes as confidential at the time of its disclosure either in writing or orally, or that reasonably should be considered confidential given the nature or circumstances of disclosure, except for information which you can demonstrate: (a) is previously rightfully known to you without restriction on disclosure; (b) is or becomes, from no act or failure to act on your part, generally known in the relevant industry or public domain; (c) is disclosed to you by a third party as a matter of right and without restriction on disclosure; or (d) is independently developed by you without access to the Confidential Information.
15. You shall preserve and protect the confidentiality of the Confidential Information at all times, both during the term hereof and after termination of this Agreement; provided, however, any source code or trade secrets you receive or have access to shall be held in confidence in perpetuity. You shall not disclose, disseminate or otherwise publish or communicate Confidential Information to any person, firm, corporation or other third party without the prior written consent of igloocompany. You shall not use any Confidential Information other than in the course of the activities permitted hereunder. You shall notify igloocompany in writing immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement, and will cooperate with igloocompany in every reasonable way to regain possession of Confidential Information and prevent any further unauthorized use. If you are legally compelled to disclose any of the Confidential Information, then, prior to such disclosure, you will (i) immediately notify igloocompany prior to such disclosure to allow igloocompany an opportunity to contest the disclosure, (ii) assert the privileged and confidential nature of the Confidential Information, and (iii) cooperate fully with igloocompany in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event such protection is not obtained, you shall disclose the Confidential Information only to the extent necessary to comply with the applicable legal requirements.

    Disclaimer

16. Notwithstanding anything to the contrary and to the maximum extent permitted by applicable law, igloocompany provides the Firmware, Mobile App and Sites “as-is” and disclaims all warranties and conditions, whether express, implied, or statutory, including the warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, and non-infringement of third-party rights. igloocompany does not guarantee any specific results from the use of the Firmware and mobile app. igloocompany makes no warranty that the Firmware will be uninterrupted, free of viruses or other harmful code, timely, secure, or error-free.
17. You use the Firmware, Mobile App, Sites and the Product at your own discretion and risk. You will be solely responsible for any and all loss, liability, or damages resulting from your use of the Firmware, Mobile App, Sites and/or the Product.

    Limitations of Product, Firmware, Sites and Mobile App

18. You acknowledge that the Firmware and Mobile App must be used with an original Product that is correctly installed, properly used, and operating in good condition. You assume all risk associated with the suitability, installation and performance of the Product and other third-party components, hardware, software and services that you select.
19. You acknowledge that the Product, the Firmware, the Sites and the Mobile App (1) are not intended or certified for emergency notification or response and (2) are not a third-party monitored emergency notification system. igloocompany does not monitor emergency notifications and will have no obligation to dispatch or caused to be dispatched emergency authorities to the location the Product is installed or any other location in the event of an emergency. The Product, the Firmware, the Sites, and the Mobile App are not intended for use as a life-saving solution for persons at risk at the location where the Product is installed or otherwise. You shall not use or rely on the Product or the Firmware or the Sites or the Mobile App for any such emergency or live-saving purpose.

    Limitations of remedies and damages

20. Neither igloocompany nor its affiliates shall be responsible or liable with respect to any subject matter of this Agreement or terms or conditions related thereto under breach of contract, negligence, strict liability or any other theory (1) for the loss or inaccuracy of data, (2) cost of procurement of substitute goods, services, or technology, (3) for any indirect, incidental, consequential, special, or punitive damages, or business interruption, loss of revenues, diminution in value or loss of profits, or (4) any damages (regardless of time) arising from or as a result of use of the licensed software or the application by any person other than you. The foregoing shall apply even if igloocompany knew or should have known of the possibility of such damages. To the maximum extent permitted by law, igloocompany’s aggregate cumulative liability hereunder shall not exceed the greater of the amount paid by you for the Product and US$100. This limitation is cumulative and will not be increased by the existence of more than one incident or claim. If the applicable law in your jurisdiction limits the application of the provisions in this clause, igloocompany’s liability will be limited to the maximum extent that is legally permissible.

    Termination

21. This EULA and the license granted hereunder are effective on the date you first use the Firmware, Mobile App, Sites, or Product and shall continue for as long as you own the Product, unless this EULA is terminated. Upon termination of this EULA, you must stop all use of the Product, Firmware and Mobile App. Sections 4 – 29 of this EULA shall survive such termination.

    Severability

22. 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.

    Notices

23. You acknowledge and agree that any notice we provide to you may be delivered through the Mobile App or by email to the email address you provided to us upon registration or by other electronic means.

    Agreed Language

24. You acknowledge that this Agreement is drawn up in the English language only. Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement will govern to the extent not prohibited by local law in your jurisdiction.

    Amendments and Modifications to this End User License Agreement

25. You agree that igloocompany may modify this Agreement from time to time, and that your right to access the Mobile App, and Firmware is conditioned on an ongoing basis with your compliance with the then-current version of this Agreement. We will notify you when we make material revisions or modifications to this Agreement by either posting a notice or new version of this Agreement on the Site or Mobile App, or providing direct notice in a communication to your Account (if you have one), or otherwise in some manner through the Site, or Mobile App that we deem reasonably likely to reach you. By continuing to access the Firmware or Mobile App after revisions become effective, you agree to be bound by the revised Agreement. If you do not agree to the new Agreement, please stop using the Product and the Mobile App.

    Entire Agreement

26. 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 cancelled.

    Governing Law

27. This Agreement shall be governed by and construed in accordance with the laws of Singapore without regard to the conflict of laws provisions therein that would require application of the laws of another jurisdiction.

    Dispute resolution

28. To the maximum extent permitted by law, you agree that all disputes and claims arising out of, or relating to, this Agreement, or your use of the Firmware, Mobile App and Product (including the arbitrability of any claim or dispute and the enforceability of this section), shall be settled in the first instance through friendly consultation. In the event that no settlement can be reached through amicable negotiations within ninety (90) business days, then the dispute shall be referred to on an exclusive basis and finally resolved by final and binding arbitration at the Singapore International Arbitration Centre (“SIAC”). The language of the arbitration shall be English. The arbitrator shall have the power to award security for costs.
29. 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 igloocompany specifically agree to do so following initiation of the arbitration.

    Questions or additional information

30. If you have questions regarding this Agreement, or wish to obtain additional information, please send an e-mail to legal@igloocompany.co.