EFFECTIVE DATE: August 1, 2019
1. THIS IS A LEGAL AGREEMENT.
This is an agreement between you and Constellation Connect, LLC (with its service providers and affiliates, “Constellation,” “we,” “us,” or “our”), governing the terms by which Constellation will provide its Constellation Connect Services to you at the address you supply (the “Premises”).
PLEASE READ THESE TERMS OF SERVICE CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. Your use of our service will be bound by the following terms and conditions and any other terms and conditions referred to herein and incorporated by reference. In addition, please see any additional terms and conditions provided with Constellation Connect compatible products. These terms of service and such other terms and conditions as referred to herein and incorporated by reference are collectively referred to as the “Terms.” If you do not agree to any of the Terms, including if you have any objection to the Privacy Statement below, do not subscribe for or use Constellation Connect.
THESE TERMS CONTAIN CERTAIN PROVISIONS, LIMITATIONS, EXCLUSIONS, PROMISES MADE BY YOU, AND NOTICES THAT AFFECT YOUR LEGAL RIGHTS, INCLUDING BUT NOT LIMITED TO, YOUR WAIVER OF YOUR RIGHT TO GO TO COURT TO HAVE A JUDGE OR JURY HEAR A DISPUTE YOU HAVE WITH US (SEE SECTION 7, ARBITRATION), OUR DISCLAIMER OF ALL WARRANTIES (PROVIDING CONSTELLATION CONNECT TO YOU ON AN “AS-IS” BASIS), OUR LIMITATION OF OUR LIABILITY TO YOU, OUR REQUIREMENT THAT YOU INDEMNIFY Constellation (INCLUDING ITS AFFILIATES) and OUR agents, officers, directors, employees, representatives, SUPPLIERS, service providers, contractors, subcontractors, successors and assigns (the “COVERED PARTIES”), AND YOUR CONSENT TO OUR RECURRING BILLING TO AND COLLECTION FROM YOUR PAYMENT METHOD FOR PAID SERVICES YOU SELECT AT SIGN-UP (OR LATER) OR UPON EXPIRATION OF A PROMOTIONAL TRIAL.
You acknowledge that you have received a copy of THESE TERMS and that you have read and understood THEM.
If you have questions about Constellation Connect, the Services, or these Terms, please feel free to contact us at: firstname.lastname@example.org or 1-855-281-9449.
For the purpose of these Terms:
“Account” means the profile you create on a Constellation Connect application or at www.constellationconnect.com in order to use the Constellation Connect Products and Services. Your Account contains user information and is protected by your password.
“Constellation Connect” or “Constellation Connect System” means all of the Constellation Connect Products (for example the Hub (as defined below in Section 4.10.4 of these Terms)); the Constellation Connect software platform; compatible devices; your Account; Constellation Connect customer service; Constellation Connect call centers; the Constellation Connect websites, web applications, and mobile application; other user interfaces we may offer; and the Constellation Connect Services we provide in conjunction with the Constellation Connect Products.
“Constellation Connect Services” or “Services” means the options and features, both free and paid, that we provide to Constellation Connect users, including the software and technology platforms, and any related customer support services that are more fully described at www.constellationconnect.com. The price and scope of the Services are subject to change so you should refer to www.constellationconnect.com for the latest details and for any additional terms or restrictions. Some of these Services may require you to purchase or own certain Products to enable their features and functionality.
“Products” means all of the smart devices that you use to connect to or access the Services and include Constellation Connect Products, Certified Products, and Uncertified Devices. “Constellation Connect Products” are all of the devices we brand with the Constellation Connect name and logo, such as the Hub; “Certified Products” are devices that are listed under “Works with Connect” at www.constellationconnect.com; and “Uncertified Devices” are devices that may work with Constellation Connect but that we have not tested and are not listed at www.constellationconnect.com and are not authorized to have our logo.
“You,” and “your” refer to the person accepting these Terms.
3. YOUR ACCOUNT
3.1. Account Registration. By using Constellation Connect, you represent to us that you are legally allowed to enter into a binding contract with us, are 18 years of age or older, and understand that your ability to use and access the Constellation Connect Services is conditioned on your compliance with these Terms. Further, you represent and warrant that all information you provide us, including for Constellation Connect registration and Account creation, is truthful and accurate and that you will update such information so that it remains truthful and accurate.
3.2. Control of Your Account. If you use Constellation Connect, you are solely responsible for maintaining the confidentiality of your Account and password and for restricting access to your Products, and you agree to accept responsibility for all activities that occur under your account or password. Similarly, you are responsible for the actions of any person you authorize to access your Constellation Connect System.
3.3. Billing. You are responsible for all fees, charges and taxes for Constellation Connect Services that have a monthly fee (“Monthly Charges”), payable monthly on the date you select (the “Billing Date”). Such fees will continue month-to-month until you cancel your Services or we terminate them. We automatically bill your Payment Method (as defined below in Section 3.5 of these Terms, “Payment Method”) each month on the calendar day corresponding to your Billing Date. If your Billing Date is a day not contained in a given month (for example, the 31st), we will bill your Payment Method on the last day of such month. You acknowledge that your Monthly Charges may vary each month (for reasons that may include promotional offers or changes to the Services or pricing), and you authorize us to charge your Payment Method for such varying amounts.
FOR ALL PAID SERVICES, WE WILL BILL YOUR CREDIT CARD OR OTHER PAYMENT METHOD FOR MONTHLY CHARGES AUTOMATICALLY ON YOUR BILLING DATE, AND ON A RECURRING BASIS UNTIL YOU CANCEL THE SERVICES REQUIRING PAYMENT. FOR USERS OF A FREE TRIAL PERIOD PROMOTIONAL OFFERING FOR PAID SERVICES, YOU SHOULD UPDATE OR CANCEL ANY PAID SERVICES BEFORE YOUR TRIAL ENDS TO AVOID RECURRING BILLING IF YOU DO NOT WISH PAY FOR SERVICES.
3.4. Changes, Cancellations, and Failure to Pay. You may change the Services you purchase in accordance with these Terms and any other terms posted with the Services. Any request to change your Services will take effect as of your next Billing Date after Constellation processes the request. In order to avoid a lag between your request and the effective date of your requested change, you should submit your request in advance of your next Billing Date. Your Monthly Charges will change on the next Billing Date following the effective date of the change in Services. In other words, if the next Billing Date after Constellation processes your Services change request is January 15th, the effective date for the Services change will be January 15th, and your Payment Method will be charged the new Monthly Charge on February 15th.
TO CHANGE OR CANCEL YOUR SERVICES, CALL 888-918-7128 TO SUBMIT A CANCELLATION TO CANCEL THE DESIRED SERVICE.
If you cancel the Constellation Connect Services altogether by closing your Account, your cancellation will be effective as of the month following your next Billing Date. Your Payment Method will be billed for your last Monthly Charge on that Billing Date. Cancelling your Services will not affect your ownership of any Products that you have purchased from us or others, or your obligation to pay for them, and we will be under no obligation to accept their return, or provide any credit or refund for them relating to cancellation or termination of Constellation Connect Services.
If you fail to make any payment when due, or if you breach any part of these Terms, we may immediately terminate your Constellation Connect Services without any notification, compensation or liability to you. In addition, we will have the right to pursue any other legal or equitable remedy we may have, such as our right to collect any amounts you owe to us.
3.5. Payment Method. Registration, activation, and use of Constellation Connect may require a credit or debit instrument (“Payment Method”) acceptable to us. By submitting your Payment Method to us you represent and warrant that you are authorized to use the Payment Method, including to meet your obligations under these Terms. We will bill any Monthly Charges or other fees to the Payment Method you provide to us during registration.
If you want to use a different Payment Method or if there is a change in Payment Method, such as your credit card validity or expiration date, please call 888-918-7128 to provide changes or updates to your payment method. If your Payment Method reaches its stated expiration date or otherwise ceases to accept charges and you do not edit your Payment Method information or cancel your Account and all Services, you authorize us to, at our discretion, (1) continue billing that Payment Method, in which case you will remain responsible for any uncollected amounts, (2) contact you for an alternate form of payment, including to pay any Monthly Charges that remain outstanding or uncollected, or (3) terminate your use of Constellation Connect, in which case you will remain responsible for any uncollected amounts. As part of the benefits of your Constellation Connect Services, certain Payment Method providers may provide us the ability to subscribe to automatically receive updated Payment Method information, such as if your provider issues you a new credit card to replace a lost, stolen, or compromised credit card.
For certain Payment Methods, the issuer of your Payment Method may charge you a foreign transaction fee or related charges. It is your responsibility to check with the issuer of your Payment Method for details on any interest, fees, or charges associated with your Payment Method. All payments will be made in U.S. Dollars.
3.6. Fees, Charges, Taxes, and Credits. All Monthly Charges are payable via your Payment Method on the Billing Date. You agree to pay all charges for the level of Services you select and any applicable federal, state, or local taxes.
We may change the fees and charges in effect, or add new fees and charges from time to time, but we will give you advance notice of these changes by email or through other Constellation Connect notifications.
At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our members (“Credits”). The amount and form of such Credits, and the decision to provide them, are at our sole and absolute discretion. The provision of Credits in one instance does not entitle you to Credits in the future for similar instances.
3.7. Promotional Offerings. Your Constellation Connect membership may start with a promotional trial of paid Services provided to you for free or at a reduced cost. This trial will last for as long as we specify during sign-up. You should note that promotional trials may not be combined with any other offers. You must have a current valid accepted Payment Method, as indicated during registration for a promotional trial, to use the Constellation Connect Services. Certain eligibility restrictions may apply. See www.constellationconnect.com for details.
We will begin billing your Payment Method for selected Services at the current price listed at www.constellationconnect.com at the end of the initial promotional offering unless, prior to the end of the free or reduced cost trial period, you cancel the selected Services in the manner specified in the offering. To view the specific details of your Constellation Connect Services, login to your Account at www.constellationconnect.com and navigate to the “subscription” section. Your Payment Method will be authorized for up to approximately one (1) month of service as soon as you register. In some instances, your available balance or credit limit may be reduced to reflect the authorization; however, charges will be made (settled) against the Payment Method only if you do not cancel the Services prior to the end of your initial promotional offering in the manner specified in the offering. You may receive a notice from us that your initial promotional offering has ended or that your paid subscription to your Services has begun. IF YOU CANCEL PRIOR TO THE END OF YOUR FREE OR REDUCED COST TRIAL IN THE MANNER SPECIFIED IN THE OFFERING, THERE WILL BE NO CHARGES TO YOUR PAYMENT METHOD. TO DO SO, LOGIN TO YOUR ACCOUNT AT www.constellationconnect.com AND NAVIGATE TO THE “SETTINGS, MY ACCOUNT” SECTION AND UPDATE OR CANCEL YOUR SERVICE. We will continue to bill your Payment Method on a monthly basis for applicable Monthly Charges until you either change to a free version of the Services (if any) or cancel your Services. You may cancel or change your Constellation Connect Services at any time.
3.8. Bundled Offerings. Your Constellation Connect Services may be part of a bundled product from our affiliate that includes the Constellation Connect Services with a commodity contract. Your use of the Constellation Connect Services will last for as long as the term of the commodity contract. At the end of the term, the Constellation Connect Services will end. If you terminate the commodity contract early, the Constellation Connect Services will also terminate early.
You may receive a notice from us that your term has ended or is about to end, with information about how to enroll for a paid subscription to continue to receive the Constellation Connect Services. You may cancel or change your Constellation Connect Services at any time, as provided in these Terms.
4. CONSTELLATION CONNECT FEATURES AND REQUIREMENTS
4.1. System Requirements. To use Constellation Connect you will need (i) the Products you wish to use with Constellation Connect, (ii) broadband internet access for your Products and the Constellation Connect Services and (iii) a supported user interface(s) to install, configure, and use Constellation Connect, to create and manage your Account, and to control, manage, and communicate with Constellation Connect. Your ability to use Constellation Connect and the performance of Constellation Connect may be affected by the Products you use, your internet connection, and compatible software. The Products you use to access user interfaces (such as your mobile phone, tablet, laptop, or other device) must meet system and compatibility requirements to access Constellation Connect. These system and compatibility requirements are solely determined by us, and we may update and modify them in our sole discretion. You acknowledge that system and compatibility requirements updates and modifications may result in your Products no longer being compatible with Constellation Connect. You are responsible for continuing to ensure that your Products meet updated or modified system and compatibility requirements.
4.2. Broadband Internet and Power Required for Constellation Connect Operation; Constellation Not Responsible for Your Internet or Electricity. The Hub requires a reliable and working broadband internet connection or cellular service to send and receive information from your Products, including to use any notification, alarm event, or alert functions. If Constellation Connect loses power, your Hub may continue to operate in the home on its battery, but your Constellation Connect Services may be inoperable or limited unless you have functioning Cellular Service provided as part of your Services, as further described in Section 11.5 of these Terms (“Cellular Services”). Your receipt of notifications sent to you by Constellation Connect depends on your various Products, devices and service providers (and equipment they supply you to deliver their services). We cannot and do not provide any guarantees for the availability or security of these products and services (including any equipment not provided by us). It is your responsibility to ensure that your Hub’s batteries have power.
4.3. Smart Device Standards. Constellation Connect may use various open or commonly available standards or means to work with smart, or connected, devices that are also used by other systems or services in relation to smart or connected devices and products, including Z-Wave, Zigbee HA, Wi-Fi, Bluetooth, and IP devices. However, not all smart or connected devices will work with Constellation Connect, or they may have limited features or functionality, even if designed to operate using these connection methods.
4.4. Uncertified Devices. You agree we are not responsible for any failures as a consequence of attempting to register or use Uncertified Devices with Constellation Connect, even if those devices are sold by us. When you attempt to register an Uncertified Device with Constellation Connect, we accept no responsibility for the device’s operation and reserve the right to disconnect it from Constellation Connect. In addition, you agree we may terminate your Account without any notification or compensation or liability to you if we, in our sole discretion, believe an Uncertified Device’s operation causes an issue to Constellation Connect, your Constellation Connect Services, or with our liability to you or others.
4.5. Disclaimer of Product Warranty. UNLESS WE PROVIDE YOU AN EXPRESS WARRANTY COVERING A CONSTELLATION CONNECT PRODUCT, YOU AGREE THAT WE ARE NOT RESPONSIBLE FOR PRODUCTS, AND THAT WE MAKE NO WARRANTY OF ANY KIND AS TO PRODUCTS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND YOU AGREE TO RELEASE US AND HOLD US HARMLESS OF AND FROM ANY LOSSES, DAMAGES, HARM, ACTIONS, OR CAUSES OF ACTION ARISING OUT OF OR RELATING TO YOUR PRODUCTS.
4.6. Product or Service Registration with Others. Some Products or third party services require registration in order to function, work with Constellation Connect, or access all the features or uses you may want from those Products or third party services. You understand that your registration with third parties may contain terms, conditions, privacy statements or notices, limitations, and exclusions between you and these third parties. You agree that we are not responsible to you for these additional registration requirements and you must look solely to those third parties for any issues, concerns, loss, damages, harm, or liability related to the requirement to register your Products and the terms of such registration.
4.7. Smoke and Carbon Monoxide Detectors / Battery-Powered Devices: YOU AGREE THAT YOU ARE RESPONSIBLE FOR COMPLIANCE WITH ANY LAW, CODE AND REQUIREMENTS THAT APPLY TO INSTALLATION OR SERVICE OF SMOKE OR CARBON MONOXIDE DETECTORS. THE INSTALLATION OF SUCH DEVICES DOES NOT NECESSARILY CONSTITUTE A FIRE ALARM SYSTEM AS MAY BE REQUIRED BY LOCAL CODE OR DESCRIBED IN the APPLICABLE national fire alarm and signaling code STANDARDS. SUCH DEVICES REQUIRE ELECTRICITY AND BATTERIES FOR PROPER OPERATION AND IT IS YOUR RESPONSIBILITY TO REGULARLY TEST SUCH DEVICES AND REPLACE BATTERIES AND THE DEVICES AS RECOMMENDED BY THE DEVICE MANUFACTURERS. YOU ARE SOLELY RESPONSIBLE FOR CHECKING AND REPLACING BATTERIES THAT ARE LOW OR DEAD.
We make no representation that the fire alarm equipment meets local code requirements or constitutes a fire alarm system as that term is defined by any local authorities that may regulate or otherwise have jurisdiction over fire alarm systems in your Premises. We recommend that you have a fire alarm system installed by a licensed alarm professional pursuant to the applicable National Fire Alarm and Signaling Code standards and your local authorities’ recommendations.
4.8. Restrictions Outside the United States. You may not use Constellation Connect outside the United States, or for any Premises located outside the United States, except as expressly permitted herein. You may access, control, and manage Constellation Connect from outside of the United States for a Hub and associated Products located on a Premises within the United States. Such access to Constellation Connect while outside the United States may incur additional charges from third party providers (such as your cellular service carrier for your mobile phone you use to access Constellation Connect) or be limited, disrupted, or prevented due to third-party equipment or service limitations.
4.9. Access to Premises. You agree to allow Constellation Connect, LLC (including its service providers, agents, and affiliates) the right to enter your Premises physically, remotely or electronically at reasonable times if and as may be necessary for any support, repair or maintenance services that you may request from time to time. Such services, if offered, will be provided to you for an additional charge. You represent and warrant that you are either the owner of such Premises or have the authority to give Constellation Connect, LLC (including its service providers, agents, and affiliates) access to such Premises. If you are not the owner of such Premises, you are responsible for obtaining any necessary approval from the owner to allow Constellation Connect, LLC (including its service providers, agents, and affiliates) onto the Premises to perform such Services. In addition, you agree to supply us, if requested, with the Premises owner’s contact information and/or evidence that the owner has authorized you to grant access to the Premises. You are not aware of any hazardous conditions on the Premises. You agree to notify Constellation Connect, LLC immediately of any changes of ownership or occupancy of the Premises.
4.10. Constellation Connect Products.
4.10.1. You agree to use the Constellation Connect Products only for purposes of accessing and using the Services pursuant to these Terms. If you need customer support Services in connection with your use of the Constellation Connect Products or Services for this purpose, please visit www.constellationconnect.com You acknowledge that any removal, change or update to the Constellation Connect Products may interrupt your Services. The Constellation Connect Products may only be used for your Premises. You understand and acknowledge that if you attempt to install or use Constellation Connect at a location other than your Premises, the Services may fail to function or may function improperly. You agree that you will not allow anyone other than Constellation or its agents to service the Constellation Connect System.
4.10.2. The Constellation Connect Products, including any firmware or software embedded in, or “downloaded” from time to time to, the Constellation Connect Products or used to provide the Services, is protected by trademark, copyright, patent, and/or intellectual property laws and international treaty provisions. You are granted a revocable, limited, non-exclusive, non-transferrable, non-sublicenseable license to use such firmware and software in object code form (without making any modification thereto) strictly for your personal use in accordance with these Terms. You acknowledge and understand that you are not granted any other license to use the firmware or software embedded in the Constellation Connect Products or used to provide the Services. You expressly agree that you will use the Constellation Connect Products exclusively in connection with your authorized use of the Services. You shall not take any action nor allow anyone else to take any actions that will reverse compile, disassemble, reverse engineer or otherwise attempt to derive the source code from the binary code of the firmware or software.
4.10.3. Constellation’s battery powered motion detectors, contact transmitters, and other detection sensors are not connected to the electrical system of the Premises. Such detection sensors require batteries to operate. These battery powered detection sensors will not operate, and the alarm will not sound, if the batteries are low or dead. You are responsible for maintaining and replacing the batteries in these battery powered detection sensors and you should regularly inspect such sensors for dirt and dust buildup and test them weekly to help maintain continued operation. YOU SHOULD ALSO READ AND COMPLY WITH ALL INSTRUCTIONS, WARNINGS, MANUALS AND OTHER INFORMATION RELATED TO, OR ON, THE Constellation CONNECT PRODUCTS.
4.10.4. The Constellation Connect Products may include a Hub (the “Hub”) from which you may, among other things, operate and control Constellation Connect. The Hub also will permit you to access and use certain features and applications which will be made available to you subject to a revocable, limited, non-exclusive, non-transferrable, non-sublicenseable license either by Constellation or a third party. You are required to agree to and comply with all applicable license terms and conditions associated with the Hub and any such applications and any use of the Hub and any such applications shall constitute your acceptance and agreement to such license terms. Certain features or applications may only be available upon entering into a separate agreement with Constellation. Constellation may remotely activate or disable any feature or application on the Hub with or without notice to you. You agree to pay all charges assessed with respect to the downloading, license or use of any feature or application with the Hub. The Hub contains software that consists of interactive applications that send a variety of communications over the internet as part of the Hub’s normal operation. Some of these communications features are automatic and are enabled by default. By installing and using the Hub, you consent to such communications features. Once you use the Hub, user information, including your Account information, may be transmitted with communications to Constellation or to Constellation’s service providers’ servers. This information is used to provide certain Services to you and as described in the Constellation Connect Privacy Statement found below.
5. PRIVACY STATEMENT AND SECURITY.
5.1. Privacy Statement.
5.1.1. This Section 5.1 (the “Privacy Statement”) describes how we collect, use, share, and protect your information when you visit the www.constellationconnect.com site or use the Constellation Connect Products, Services, or applications provided hereunder. Please read this Privacy Statement carefully.
- Customer Support: We and the Exelon companies may use your User Information to provide you support or other services you request. For example, we may need certain information in order to respond to your alerts, to provide technical support or to answer questions about the Services;
- To Improve and Develop Services: We and the Exelon companies may use your User Information for statistical analyses, generating surveys, and doing market research in order to improve the Services and to develop new services;
- Legitimate Business Purposes. We and the Exelon companies may use your User Information for any other business purpose we deem legitimate, including to provide you with offers for services we think may be of interest you, to the extent permitted by applicable law;
and (ii) we and the Exelon companies reserve the right to share your User Information with third parties, as described below:
- Service Providers: We and the Exelon companies may share your User Information with our service providers that help us provide the Services to you. For example, we share User Information with electronic bill payment service providers so that you may pay for the Services through our website; and
- Affiliates and Franchisees: We and the Exelon companies may share your User Information with our parent companies, franchisees, subsidiaries, joint ventures, or other companies under common control with us, for any of our or their lawful business purposes, including to provide you with offers for services we or they think may be of interest you, to the extent permitted by applicable law.
5.2. Contacts and Notification. We may provide you the ability to have your Constellation Connect notifications sent to people other than you. By choosing to do so, you agree that you are authorizing us to share certain information about your Constellation Connect Services, Products, and Account as indicated by the options you choose. You also agree that we are not responsible for the failure of any person to receive a notification due to circumstances that are not within our direct control or for which we would not be responsible to you if you were the contact set to receive the notification (such as the contact’s use of an unsupported device, data restrictions on the contact’s device, or lack of ability to receive certain types of notifications, such as push notifications or text messages), or for your contact’s actions or failure to act in response to a notification. You are responsible for ensuring that all of your contacts’ information is up to date and accurate.
5.3.1. We care about the integrity and security of your personal information, the Constellation Connect System, and your Products, user interfaces, computers, networks, product data, and home. However, while our security measures are intended, in combination with other reasonable measures taken by you, to minimize the risk of unauthorized access or use by third parties, we do not, and use of the Services cannot, guaranty the elimination of such risk. Unauthorized third parties may be able to defeat our security measures or yours and use your personal information, your Products, or the Constellation Connect System for improper and harmful purposes. You provide your personal information at your own risk. Furthermore, you alone are responsible for protecting your computer hardware, software, network, data, Products, devices (including those you use to access Constellation Connect), user interfaces, and home (collectively, “Your Network”) from unauthorized access, and from viruses, spyware, and all other types of malicious code. You agree to take such measures as may be necessary or appropriate to prevent unauthorized access to Your Network. You are responsible for keeping any and all Security Items confidential, under your control and secure. “Security Items” may include but are not limited to login information, including your user name, password, PIN numbers, security tokens, or security question answers used for accessing Constellation Connect confidential, as well as keyfobs, as applicable. We are entitled to rely on any information, selections, or instructions entered or submitted through or authenticated with the use of Security Items. You must notify us immediately if you believe that any Security Item has become known to any unauthorized person or that the security of your account may have been compromised in any way. You acknowledge that data transmitted between you and us may be intercepted, lost or compromised by others and we accept no liability for the interception, loss or compromise of such data.
5.3.2. YOU UNDERSTAND, ACKNOWLEDGE, AND AGREE TO THE FOLLOWING:
184.108.40.206. THAT BY USING THE SECURITY ITEMS, ANY PERSON WILL BE ABLE TO USE THE PRODUCTS AND SERVICES ON YOUR BEHALF, USING THE PRODUCTS AND SERVICES AT YOUR RISK AND LIABILITY;
220.127.116.11. YOUR FAILURE TO PROTECT THE SECURITY ITEMS AND USE ANY SECURITY PROCEDURES OFFERED BY US MAY ALLOW AN UNAUTHORIZED PARTY TO (1) USE THE PRODUCTS OR SERVICES, INCLUDING, BUT NOT LIMITED TO INITIATING ACTIONS, ACTIVATING INSTRUCTIONS, OR TRANSFERRING INFORMATION, ALL IN YOUR NAME AND AT YOUR RISK AND LIABILITY, (2) ADD, CHANGE, OR SEND DATA USED WITH THE PRODUCTS OR SERVICES, (3) SEND INFORMATION AND COMMUNICATIONS TO OR RECEIVE INFORMATION AND COMMUNICATIONS FROM US, AND (4) ACCESS YOUR COMMUNICATIONS AND DATA;
18.104.22.168. YOU ARE SOLELY RESPONSIBLE FOR THE ACTS OF EACH PERSON, WHETHER OR NOT AUTHORIZED, WHO USES ANY SECURITY ITEM; AND
22.214.171.124. YOU ASSUME THE RISK OF LOSS AND ALL LIABILITY FOR ALL SUCH ACTS AND FOR ALL FRAUDULENT OR UNAUTHORIZED ACTS AND/OR USE OF ALL SECURITY ITEMS.
5.3.3. Constellation makes no representation or warranty that any software or application installed on or with Constellation Connect, or available through the internet, does not contain a virus or other harmful feature. Constellation may, but is not required to, terminate all or any portion of the installation or operation of Constellation Connect if a virus or other harmful feature is found. We are not required to provide you with any assistance in removal of any viruses or other harmful features. You acknowledge that you may incur additional charges for any service call made or required on account of any problem related to a virus or other harmful feature detected on your Constellation Connect System or Product. Constellation shall have no liability whatsoever for any damage to or loss of any hardware, software, files or data resulting from a virus, from any other harmful feature, or from any attempt to remove the foregoing.
5.4. Video and Audio Requirements; Consent; Storage; Retention. If your Constellation Connect system captures, records, stores, or sends video or audio, then you agree to (i) inform all persons on your Premises that they may be monitored by video; (ii) not use or permit the use of Products that stream or record video or audio installed where any person may have a reasonable expectation of privacy; and (iii) not use the video or audio system for any unlawful activity. You, on behalf of yourself and as the authorized agent of your family, guests, agents, employees, representatives, and any person you permit to access your Constellation Connect System (collectively, “Your Group”), hereby consent to us intercepting, recording, storing, retrieving, reviewing, copying, disclosing, and using the contents of all Covered Communications. “Covered Communications” means all telephone, cellular phone, video, wire, oral, electronic, internet, broadband, and other forms of transmissions or communications to which you and/or any individual in Your Group is a participant, that are captured by, recorded by, sent from, sent through, or received by any part of the Constellation Connect System. Subject to applicable laws and other legal requirements, we may determine in our sole discretion the period during which we will store data we receive from you related to your Constellation Connect System, including, but not limited to, audio and video data transmitted to us from your Constellation Connect System. We may delete all or any portion of that data at any time for any reason, or no reason, without providing notice to you. YOU AGREE THAT WE WILL HAVE NO LIABILITY TO YOU ARISING FROM OUR DELETION OF VIDEO OR AUDIO DATA TRANSMITTED TO US FROM YOUR CONSTELLATION CONNECT SYSTEM.
6. WARRANTIES’ DISCLAIMER, LIMITATION OF LIABILITY, EXCLUSIVE REMEDY, AND INDEMNITY
6.1. AS-IS; Warranties’ Disclaimer and Releases from You. WE PROVIDE CONSTELLATION CONNECT TO YOU ON AN “AS-IS” BASIS AND MAKE NO WARRANTIES, REPRESENTATIONS, OR STATEMENTS OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO CONSTELLATION CONNECT, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES OF NON-INFRINGEMENT, UNLESS EXPRESSLY PROVIDED BY US IN WRITING AND SPECIFICALLY REFERENCING THAT SUCH WRITING IS AN EXPRESS WARRANTY OR GUARANTEE, AND THEN ONLY TO THE EXTENT OF SUCH WRITTEN WARRANTY OR GUARANTEE PROVIDED BY US, AND YOU AGREE TO RELEASE US AND HOLD US HARMLESS OF AND FROM ANY LOSSES, DAMAGES, HARM, ACTIONS, OR CAUSES OF ACTION ARISING OUT OF OR RELATING TO YOUR USE OF CONSTELLATION CONNECT. NOTHING IN THESE TERMS IS A WARRANTY OR GUARANTEE OF ANY KIND AS TO CONSTELLATION CONNECT.
6.2. NO GUARANTEE. DURING THE TERM HEREOF, WE MAY, IN OUR SOLE DISCRETION, RELEASE ERROR CORRECTIONS AND UPDATES AS AND WHEN THEY BECOME AVAILABLE. WE MAKE NO WARRANTY THAT ANY DEFECTS, ISSUES, OR ERRORS RELATING TO CONSTELLATION CONNECT WILL BE CORRECTED OR THAT CONSTELLATION CONNECT WILL MEET YOUR REQUIREMENTS, BE COMPATIBLE WITH YOUR HOME NETWORK, PRODUCTS OR THE DEVICES YOU WISH TO USE AS YOUR USER INTERFACE WITH CONSTELLATION CONNECT OR YOUR OTHER SERVICE PROVIDERS, BE FREE OF ERRORS OR DEFECTS, OPERATE UNINTERRUPTED, OR BE ACCURATE OR RELIABLE OR MEET ANY OTHER PARTICULAR NEEDS YOU MAY HAVE UNLESS WE HAVE PROVIDED YOU WITH A WRITING THAT SPECIFICALLY STATES THAT IT IS AN EXPRESS WARRANTY OR GUARANTEE, AND THEN ONLY TO THE EXTENT OF SUCH WRITTEN WARRANTY OR GUARANTEE.
6.3. Limitation of Liability. We accept no liability for any failure of the Constellation Connect System, Services or Products, and you should not use the Constellation Connect System in circumstances or applications where any such failure could result in hazards, damage or losses of any kind. You acknowledge that we are not insuring you against any losses that may result from any failure of the Constellation Connect System, Services or Products. You acknowledge that the payments you make under these Terms are not related to the value of the Premises, your possessions or the persons occupying or at any time present in or on the Premises, but rather are based on the cost of the Constellation Connect System.
6.4. Constellation Connect Does Not Eliminate Underlying Events. Constellation Connect Services and Products cannot eliminate the occurrences of events including, but not limited to, fires, floods, burglaries, robberies, thefts, smoke, carbon monoxide poisoning, physical harm to any person, entry in or on the Premises, medical issues or otherwise. We make no guaranty or warranty, including any implied warranty of merchantability or fitness for a particular purpose, that Constellation Connect will detect, avert or minimize such incidents or their consequences. You understand that no form of monitoring is error-free. We do not accept any risk that you or your property, or the person or property of others, may be subject to damage, injury or loss if such an event occurs, and we accept no liability for any such damage, injury or loss. The allocation of such risk remains with you and not with us. In accepting these Terms, you release, waive, discharge and promise not to sue or bring any claim of any type against us for any damage, injury or loss relating or alleged to relate in any way to the Constellation Connect System, Services or Products.
6.5. Exclusion of Consequential Damages. IN NO EVENT WILL ANY COVERED PARTY BE LIABLE TO YOU (AND IN NO EVENT WILL YOU ATTEMPT TO HOLD ANY COVERED PARTY LIABLE) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, AGGRAVATED, EXEMPLARY OR CONSEQUENTIAL DAMAGE, LOSS, COST OR EXPENSE OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, OPPORTUNITY COSTS AND ANY SUCH DAMAGES RESULTING FROM PERSONAL INJURY OR PROPERTY DAMAGE OR LOSS). THE FOREGOING SHALL APPLY REGARDLESS OF NEGLIGENCE OR OTHER FAULT AND REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER THEORY OF LEGAL LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES RELATED TO YOUR USE OF OR INABILITY TO USE CONSTELLATION CONNECT OR ANY SERVICE OR PRODUCT UNLESS OTHERWISE EXPRESSLY AGREED TO BY THE APPLICABLE COVERED PARTY. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you and you may also have other legal rights that vary from state to state. In those states, the liability of THE COVERED PARTIES is limited to the maximum extent permitted by law.
6.6. No Insurance; Subrogation Waiver. You acknowledge that we are not providing insurance of any type. Your payments are not insurance premiums. Our fees for Services and Products are not related to the value of your property, anyone else’s property located in your Premises or any risk of loss at your Premises. Fees for Services are based solely upon their own inherent value and reflect the limited liability that we assume under these Terms. You should protect against any risk of loss to or at your property and Premises with the appropriate insurance coverage. In the event of any loss, damage or injury, you must look exclusively to your insurer, and not to us, for compensation. In accepting these Terms, you release and waive for yourself and your insurer all subrogation and other rights to recover against us arising as a result of the payment of any claim for loss, damage or injury.
6.7. Liquidated Damages of $500. It is impractical and extremely difficult to determine the actual damages, if any, that may result from a failure by us to perform any of our obligations hereunder. If, notwithstanding the provisions of this Section 6, we are found liable for loss, damage or injury under any legal theory relating in any way to Constellation Connect, our liability to you shall be limited to a maximum aggregate amount of $500. This agreed-upon amount is not a penalty. Rather, it is your sole remedy.
6.8. Regardless of Cause. The provisions of this Section 6 apply no matter how any alleged loss, damage, injury or other consequence occurs, even if due to the performance or nonperformance by us of our obligations or from negligence (active or otherwise), strict liability, violation of any applicable law, or any other theory of liability or alleged fault on the part of us, our agents or our employees.
6.9. Indemnity. If any other person or entity, including your subrogating insurer, makes any claim or files any lawsuit against any Covered Party in any way related to your possession, purchase, use, ownership, receipt of, registration for, Account creation for, or participation in any equipment or services (including the Constellation Connect System, Services and Products) provided hereunder by any Covered Party or on any Covered Party’s behalf, you agree to indemnify, defend and hold the Covered Parties harmless from and against any and all such claims and lawsuits, including the payment of all damages, expenses, costs and attorneys’ fees. Your duty to defend is separate and distinct from the duty to indemnify and hold harmless and arises upon the assertion of a claim or demand against any Covered Party and regardless of whether such Covered Party has been found liable or incurred any expense.
WE HOPE TO MAKE YOU A SATISFIED CUSTOMER, BUT IF THERE IS AN ISSUE THAT NEEDS TO BE RESOLVED, THIS SECTION OUTLINES WHAT IS EXPECTED OF BOTH OF US.
YOU AND WE BOTH AGREE TO RESOLVE ALL DISPUTES RELATING TO OR ARISING OUT OF THE INTERACTIONS BETWEEN US (INCLUDING OUR AFFILIATES, AGENTS, EMPLOYEES, DIRECTORS, OFFICERS AND ASSIGNS) ONLY BY ARBITRATION OR BY AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND THE PROCEDURES MAY BE DIFFERENT, BUT AN ARBITRATOR CAN AWARD THE SAME DAMAGES AND RELIEF TO YOU, AND MUST HONOR THE SAME TERMS IN THESE TERMS, AS A COURT WOULD. IF THE LAW ALLOWS FOR AN AWARD OF ATTORNEYS’ FEES, AN ARBITRATOR CAN AWARD THEM TOO. WE ALSO BOTH AGREE THAT:
1) The Federal Arbitration Act applies to these Terms and governs any arbitration between us. Prior to initiating any arbitration, we both agree to try to resolve any dispute informally. To initiate informal dispute resolution, contact our customer care department at 888-918-7128 or via email at email@example.com. We will assign someone to attempt to resolve the dispute.
2) If the dispute cannot be resolved informally within ninety (90) days after the party raising it informed the other in writing of the nature and basis of the dispute and made a written demand for resolution (“Demand”), either party may seek formal arbitration. Any arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules are available online at adr.org, or by calling the AAA at 1-800-778-7879. The arbitrator is bound by these Terms and all issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration provision are for the court to decide. This dispute resolution provision does not preclude you from bringing any issues you may have to the attention of any governmental authorities.
3) WE BOTH AGREE THAT THESE TERMS DO NOT ALLOW CLASS ACTIONS IN COURT OR CLASS ARBITRATIONS, EVEN IF THE AAA PROCEDURES OR RULES WOULD ALLOW SUCH PROCEDURES. RELIEF MAY BE AWARDED ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THE PARTY’S INDIVIDUAL CLAIM. IF FOR SOME REASON THE CLASS ACTION WAIVER IS UNENFORCEABLE THEN THE AGREEMENT TO ARBITRATE WILL NOT APPLY.
4) Any arbitration hearings will take place in the county of your billing address. If you are unable to pay the AAA filing, administration, and arbitrator fees for any arbitration properly initiated seeking damages up to $10,000, we will pay such amounts. Otherwise, the payment of these amounts will be governed by the AAA Rules. In addition, for claims less than $10,000, any arbitration hearing may be held by telephone.
5) If the arbitrator issues you an award that is greater than the value of our last written settlement offer made prior to an arbitration hearing, then we will reimburse any expenses reasonably incurred for pursuing your claim in arbitration . If the award in your favor is lower than our offer we will only pay you the amount of the award. Any arbitration award will be final and binding and judgment confirming the award shall apply only to the specific case to enforce the award in that case.
6) IF FOR ANY REASON A CLAIM PROCEEDS IN COURT, WE BOTH AGREE THAT WE ARE WAIVING OUR RIGHT TO A JURY TRIAL. This dispute resolution provision shall survive termination of these Terms.
8. TIME LIMIT FOR CLAIMS; THIRD PARTY BENEFICIARIES.
8.1. Time to Bring Claim or Suit. Notwithstanding the Arbitration Section, no arbitration, suit or action can be brought against us more than one (1) year after the date of the incident alleged to have resulted in the loss, injury or damage (or, if greater, the shortest duration permitted under applicable law).
8.2. Benefit to Others. The provisions of Sections 6, 7 and 8 shall apply to and benefit all of the Covered Parties and each of their agents, employees, contractors, subsidiaries, dealers, affiliates, parents (both direct and indirect), affinity marketers and other third party suppliers, providers, and partners.
8.3. Other Party’s Limitation. If you purchased equipment or services from us through another entity or person (or based on a referral from another entity or person), you accept that such other entity or person acts solely as an independent contractor and that such other person or entity is entitled to the same rights to which we are entitled under these Terms, including Sections 7 and 8.
9. CONTACT INFORMATION AND INTERPRETING THE CONTRACT.
9.1. Official Contact. Please send any formal Demands or notices to us by email at firstname.lastname@example.org and confirm them by mail to Constellation Connect, 1310 Point Street, Baltimore MD 21231 Attn: Legal Department.
9.2. Non-Waiver. Our failure to exercise any of our rights under these Terms shall not be deemed to be a waiver of such rights or a waiver of any breach of these Terms. We may assign any of our rights or delegate any of our obligations under these Terms without your prior consent. You shall not assign any of your rights, nor delegate any of your duties, under these Terms without our prior written consent.
9.3. Severable Agreement. If any term or provision of these Terms should be held to be invalid, unenforceable, or illegal, such holding will not invalidate or render unenforceable any other provision of these Terms, and the remaining provisions will be unimpaired.
9.4. Choice of Law. Maryland law shall govern and guide the interpretation of these Terms, without regard to the choice of law rules of any state, except that the Federal Arbitration Act governs the Arbitration Section. You agree that the exclusive jurisdiction (personal and, as allowed, subject matter) and venue for any action that is not subject to arbitration, if any, relating to these Terms shall be a federal or state court in Baltimore, Maryland, and you consent to such jurisdiction and venue.
9.5. Complete Agreement. These Terms, as they may be amended or modified from time to time by us, is the entire agreement between you and us concerning Constellation Connect. These Terms replace and supersede any earlier written agreements and all oral agreements, whether made earlier or at the same time as these Terms, concerning Constellation Connect.
9.6. Survival. The provisions in these Terms that, by their nature, do not terminate with the termination of these Terms will survive the termination of these Terms. The surviving provisions include, but are not limited to, Sections 3.4, 3.6, 4.5, 4.7, and 5-13.
10. TERM AND TERMINATION.
10.1. Term. These Terms will remain in effect so long as you continue to access or use Constellation Connect, or until terminated in accordance with the provisions of these Terms. You agree we may, in our sole discretion, suspend or terminate your Constellation Connect Services or access to Constellation Connect in whole or in part, at any time for any reason, without prior notice to you, including if we become unable to provide such Constellation Connect Services or if we believe or suspect in good faith that you have violated, or are alleged by a third party to have violated, any part of these Terms.
10.2. Effect of Termination. In addition to our termination rights described throughout these Terms, you may terminate these Terms by cancelling your Account, as described in Section 3.4 of these Terms (“Changes, Cancellations, and Failure to Pay”). Upon termination by either you or us, access to your Account and your right to use the Constellation Connect Services will end. You must cease using the Constellation Connect Services. Termination will not change your liability for charges, fees, subscriptions, and payments until the termination is effective pursuant to Section 3.4. Termination creates no liability to us for Products and no obligation to accept returns of Products.
11.1. Core Services and Service Availability. The Core Services in Section 11.1 are applicable to all Constellation Connect Systems regardless of your chosen Constellation Connect Services.
11.1.1. Constellation Connect Services Availability; No Uptime Guarantee or Warranty; Temporary Suspensions. While we strive to maintain Constellation Connect in a manner to avoid any interruptions, suspensions, or “down time,” we do not offer any uptime guarantee or a warranty for Constellation Connect. Constellation Connect Services may be temporarily suspended without notice for security reasons, system failure, maintenance and repair, Upgrades (as defined below in Section 12.6 of these Terms, “Upgrades and Modifications”), or circumstances beyond our reasonable control. You agree that you will not be entitled to any credit, refund, or rebate for suspensions, modifications, limitations, or loss of service. Without limiting the foregoing, we will not be responsible for, nor provide a credit or refund for, loss or interruption of the Constellation Connect Services or the benefits of the Constellation Connect Services caused by third parties, including your internet broadband service provider, cell phone service provider, or utility providers, or any Products or equipment a third party provides to you or that you use to access the Constellation Connect user interfaces. You understand that neither Constellation nor its affiliates is responsible for any interruption of Services due to faulty equipment, faulty transmission systems, power outages, other interruptions in transmission services, transmission systems that have been tampered with or any damage or destruction to our equipment or facilities. Constellation is not required to supply monitoring service to you while such interruption continues.
11.1.2. Notifications. Your desired uses of Constellation Connect may require you to receive notifications from us and your Constellation Connect System. Depending on choices you make and options we make available to you, these notifications may include important email, push notifications, phone calls, videos, text messages, in app notifications, or other forms of communication we may use or develop, relating to alerts, system status and important account updates (not all communication types may be available to you). Your ability to receive, and your receipt of, such notifications depends on your various devices, service providers, and options we make available to you. Also, within Constellation Connect, your devices, or the devices you use to interface with Constellation Connect (such as your mobile phone using a Constellation Connect mobile application), may give you the ability to select whether, when, or how you receive such notifications. Given these factors, we cannot and do not provide any guarantees for your ability to receive notifications we send to you or your contacts. You must test your Constellation Connect System to ensure compatibility and reliability of notifications and your ability to receive them. You are responsible for reviewing your plan with your carrier for any charges related to notifications, such as any text or email messages consuming data usage, and checking with your operator to test your system when travelling, particularly outside the United States, including for any additional charges that may apply or issues with use of Constellation Connect. We may use push notifications to your push-notification enabled device as the primary method of communication. As such, you are responsible for ensuring that the device you use to receive Constellation Connect notifications is a device capable of receiving push notifications and that the device’s settings are set to allow push notifications.
11.1.3. Events Beyond Our Control. You acknowledge that the Constellation Connect Services, Products and related equipment may experience signal transmission failures or delays for any number of reasons. You understand that Constellation and/or any of its affiliated parties, including the monitors, will not receive signals from constellation connect if your transmission systems are not working properLy, transmissions are interrupted for any reason, or if changes to the transmission systems prevent CONSTELLATION CONNECT from communicating. You are responsible for testing constellation connect on a weekly basis, as well as immediately following any storm, power outage, transmission system outage or any change to any transmission system in order to verify the continued function of CONSTELLATION CONNECT. You represent to us that your designated contacts are authorized to act on your behalf. You acknowledge that the Constellation Connect System employs a number of measures to help reduce occurrences of false alarms (including, without limitation, the implementation of default, minimum, or maximum settings and various procedures to determine when and how to respond or issue notification, if at all, to certain events captured by one or more devices) and you accept our use of these measures. You acknowledge that the Constellation Connect System has not been designed or programmed pursuant to any law, code or rule that may be applicable to your particular Premises or jurisdiction, including, but not limited to, any state or local codes, including any requiring permits for security systems, provisions of the National Fire Protection Association, or the International Residential Code (collectively “Codes”). Where Codes require permits, you acknowledge that it is your sole responsibility to comply with the Codes and acquire any such permits.
11.2 Self-Monitoring Services.
11.2.1. Generally. You may choose to use Constellation Connect to provide self-monitored, alert-based security or protection for your home. You may also choose to use Constellation Connect to provide additional assistance in your efforts to provide care to another person, or to assist others in providing care to you. You acknowledge that the self-monitoring part of the Constellation Connect System is not an emergency response service and it cannot be connected directly to the police or other public services. It is your responsibility to monitor your system, or have someone you trust monitor your system, and to respond appropriately to information and events. It is your responsibility to ensure that the appropriate notifications (including any alarm event messages) can be relayed to you and your designated contacts. It is also your responsibility to determine the appropriate response to all events. You accept that you are entirely responsible for your response and that of your designated contacts and users. If a response incurs costs, you accept full liability for those costs. You agree that we will not be responsible for the security or care of yourself, those you provide care to, your family, your home or the Premises where you use devices connected to Constellation Connect, or your possessions. You agree that we will not be responsible for any security breaches or losses under any circumstances. You acknowledge that Constellation Connect is not a lifesaving solution for people at risk in the home or on the Premises and it is no substitute for emergency services. All life threatening and emergency events should be directed to the appropriate response services.
11.2.2. Not Certified Emergency Response or Medical Monitoring Service; False Alarms. The Constellation Connect Services are not certified services for emergency response and may not be directly linked to any emergency service contact numbers, such as 911 or to your local police or fire department. It is your responsibility to ensure that the appropriate notifications (including any alarm event messages) can be relayed to you and your designated contacts. It is also your responsibility to determine the appropriate response to all events and you accept that, upon receiving a notification, you are entirely responsible for your response and that of your designated contacts. Should such a response incur costs, you accept full liability for those costs.
IF YOU ATTEMPT TO USE CONSTELLATION CONNECT PRODUCTS AND SERVICES FOR MEDICAL EMERGENCY OR EMERGENCY RESPONSE NOTIFICATION, YOU ACCEPT THAT SUCH USE OF THE SERVICES, REGARDLESS OF ANY DELAY, INVOLVES UNCERTAINTY, RISK AND POSSIBLE SERIOUS INJURY, DISABILITY OR DEATH, FOR WHICH YOU WILL NOT ATTEMPT TO HOLD US RESPONSIBLE OR LIABLE.
11.3 Central Monitoring Service.
11.3.1. Applicability. Central Monitoring Services will to be supplied to registered customers subject to the terms of the End User Registration Forms and the additional Central Monitoring Services Terms of Service located at www.constellationconnect.com. You must complete and return an End User Registration Form through the mobile sign up process and elect to receive Central Monitoring Services as a condition of receiving these services. The terms in this Section 11.3 will also apply to such registered customers who receive the Central Monitoring Service. These terms supplement, and are not in lieu of, the other terms in these Terms except to the extent that they conflict with those other terms. To the extent that there is a conflict between the terms in this Section 11.3 and the other provisions of these Terms, the terms in this Section 11.3 will control. By using the Central Monitoring Service, you agree to all the terms in this Section 11.3. You acknowledge that we will not provide the Central Monitoring Service to you unless you register for that service and we agree to provide that service to you.
11.3.2. Our Performance of Central Monitoring Services. Following our confirmation and acceptance of a completed End User Registration, we will commence the Central Monitoring Services, which shall consist exclusively of monitoring service personnel (the “Monitors”) responding to alerts from your Constellation Connect System by making a reasonable effort to contact you, a third party professional emergency agency such as police, emergency medical technicians, or the fire department(the “Responder”) or the person or persons you designate in writing (“CM Contacts”) upon receipt of an alert from your Constellation Connect System. With respect to each alert we receive from your Constellation Connect System, our obligations under this Section 11.3 will be satisfied completely once a Monitor attempts to contact you, the Responder, or your CM Contact, as applicable, by telephone in accordance with this Section 11.3.2. You acknowledge that the persons the Monitor will attempt to contact, and the order in which the Monitor will attempt to contact them, will vary based on the type of alert the Monitor receives from your Constellation Connect System. Before the Monitor attempts to contact a Responder, the Monitor may, but is not required to, attempt to verify the alert by (i) contacting you or your CM Contact; (ii) reviewing video or audio transmitted from your Constellation Connect System; or (iii) taking any other reasonable measures. The Monitor may also attempt to contact the Responder before attempting to contact you or your CM Contact. IF THE MONITOR REASONABLY DETERMINES THAT CONTACTING A RESPONDER IS UNWARRANTED, THEN WE AND THEY WILL HAVE NO OBLIGATION TO DO SO. YOU AGREE THAT WE ARE NOT RESPONSIBLE FOR, AND WILL HAVE NO LIABILITY ARISING FROM, A RESPONDER’S FAILURE, INTENTIONAL OR OTHERWISE, TO RESPOND TO AN ALERT FOLLOWING NOTIFICATION FROM US. You understand that, upon receiving notification from the Monitor, the police, fire department or other Responder may forcibly enter your Premises.
11.3.3. Your Requirements to Subscribe and Use the Central Monitoring Service. You represent and warrant to us that you are using the Central Monitoring Service at a residential address. You acknowledge that the Central Monitoring Service is not intended for commercial properties. You acknowledge and agree that you must maintain the minimum number of active devices connected to Constellation Connect to utilize the Central Monitoring Service, and it is your sole responsibility to maintain those devices’ connectivity to Constellation Connect. You acknowledge that you must maintain a valid Payment Method to receive the Central Monitoring Service.
11.3.4. Service Not Insurance; Release of Subrogation; Release of Insured Losses. WE MAKE NO GUARANTEE, REPRESENTATION OR WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, IN CONNECTION WITH THE CENTRAL MONITORING SERVICES. THE SERVICES ARE DESIGNED TO REDUCE, BUT NOT ELIMINATE, CERTAIN RISKS OF LOSS AND THE AMOUNTS BEING CHARGED ARE NOT SUFFICIENT TO WARRANT OR GUARANTEE THAT EITHER NO LOSS OR DAMAGE WILL OCCUR OR INCREASED LOSS OR DAMAGE WILL NOT OCCUR TO YOU OR ANY THIRD PARTY. YOU ACKNOWLEDGE THAT (I) WE ARE NOT AN INSURER (II) THE CENTRAL MONITORING SERVICE IS NOT A FORM OF INSURANCE; AND (III) THE AMOUNTS YOU PAY US ARE NOT INSURANCE PREMIUMS AND ARE NOT RELATED TO THE VALUE OF YOUR PROPERTY. YOU REPRESENT AND WARRANT THAT YOU CURRENTLY HAVE AND WILL MAINTAIN INSURANCE COVERING ALL LOSSES, DAMAGES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO, PROPERTY DAMAGE, PERSONAL INJURY (INCLUDING DEATH), OR ECONOMIC LOSS, ARISING FROM EVENTS THAT OCCUR ON YOUR PREMISES THROUGHOUT THE TERM (“INSURED LOSSES”). YOU HEREBY RELEASE, ON YOUR OWN BEHALF AND ON BEHALF OF YOUR INSURER, ALL SUBROGATION RIGHTS AND OTHER RIGHTS TO RECOVER FROM US THE PAYMENT OF ANY CLAIM. YOU HEREBY RELEASE, ON YOUR OWN BEHALF AND ON BEHALF OF YOUR INSURER, ALL RIGHTS TO RECOVER INSURED LOSSES FROM US.
11.3.5. Limited Warranty; Limitation of Liability; Time Limit on Claims. EXCEPT FOR SUCH WARRANTIES AS MAY BE PROVIDED BY A THIRD PARTY SERVICE PROVIDER IN THE END USER REGISTRATION FORMS, WE ARE OFFERING, AND WILL PROVIDE, THE CENTRAL MONITORING SERVICE TO YOU “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND STATEMENTS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH REGARD TO THE CENTRAL MONITORING SERVICE INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES OF NON-INFRINGEMENT. YOU HEREBY RELEASE US AND HOLD US HARMLESS FROM LIABILITY FOR ANY LOSSES, DAMAGES, HARM, OR CAUSES OF ACTION ARISING OUT OF, OR RELATING TO THE CENTRAL MONITORING SERVICE. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCIDENTAL DAMAGES, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, WHETHER BASED IN CONTRACT, NEGLIGENCE, TORT, PRODUCTS LIABILITY, EQUITY, STATUTE, REGULATION OR ANY OTHER THEORY OF LEGAL LIABILITY, ARISING FROM, OR RELATED TO, THE CENTRAL MONITORING SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU FURTHER AGREE THAT OUR LIABILITY TO YOU FOR DIRECT DAMAGES BASED IN CONTRACT, NEGLIGENCE, TORT, PRODUCTS LIABILITY, EQUITY, STATUTE, REGULATION, OR ANY OTHER THEORY OF LEGAL LIABILITY, ARISING FROM, OR RELATED TO, THE CENTRAL MONITORING SERVICE AND ANY OTHER SERVICES PROVIDED HEREUNDER WILL NOT EXCEED $500.00 IN THE AGGREGATE. YOU UNDERSTAND THAT SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CONSEQUENTIAL DAMAGES, INCIDENTAL DAMAGES, SPECIAL DAMAGES, AND/OR PUNITIVE DAMAGES AND THAT THE EXCLUSION OF THESE DAMAGES IN THIS SECTION MIGHT NOT APPLY TO YOU. IF THE EXCLUSION OF THESE DAMAGES IN THIS SECTION DOES NOT APPLY TO YOU, THEN YOU AGREE THAT OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES OF EVERY KIND BASED IN CONTRACT, NEGLIGENCE,TORT, PRODUCTS LIABILITY, EQUITY, STATUTE, REGULATION, OR ANY OTHER THEORY OF LEGAL LIABILITY, ARISING FROM, OR RELATED TO, THE CENTRAL MONITORING SERVICE AND ANY OTHER SERVICES PROVIDED HEREUNDER WILL NOT EXCEED $1,500.00 IN THE AGGREGATE. Notwithstanding the Arbitration Section, no arbitration, suit, or action related to the Central Monitoring Service can be brought against us more than one (1) year after the date of the incident alleged to have resulted in the loss, injury or damage (or, if greater, the shortest duration permitted under applicable law). SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
11.3.6. Indemnity. You agree to indemnify, defend, and hold us harmless from and against any third party losses, damages, or expenses (including reasonable attorneys’ fees) arising from (i) our provision of, of failure to provide, the Central Monitoring Service; (ii) your or our breach of an obligation in this Section 11.3; (iii) your or our active or passive, sole or joint, negligence; (iv) product or strict liability; (v) a claim for subrogation, indemnification, or contribution; (vi) a violation of any law prohibiting the interception of oral communications by electronic means; (vii) any third party’s actions or omissions in responding to an alert from your Constellation Connect system; or (viii) any claimed violation of a right to privacy, data protection law, or data breach notification law. Some jurisdictions prohibit our indemnification and defense rights in this Section 11.3.6. If you reside in one of those jurisdictions, then this Section will not apply to you to the extent prohibited.
11.3.7. Test; Start of Service. After you order the Central Monitoring Service from us, we will test your system (the “Test”) and notify you that your system either did or did not pass the Test. You acknowledge that we will not provide the Central Monitoring Service to you or otherwise respond to alerts from your Constellation Connect system UNTIL AFTER YOU RECEIVE NOTIFICATION THAT YOUR SYSTEM HAS PASSED THE TEST.
11.3.8. False Alarms. You understand that it is your responsibility to prevent false alarms and that you will be responsible for all fines, fees, costs, expenses, and penalties assessed against you or us by any government agency or court. If we must pay any such fines, fees, costs, or penalties, you agree to reimburse us promptly.
11.3.9. Right to Subcontract. In our sole discretion, we may subcontract the performance of the Central Monitoring Service to one or more subcontractors (the “Subcontractors”). You acknowledge that those Subcontractors will be third party independent contractors and not our employees, partners, or joint venturers. You agree that these Terms will inure to the benefit of, and are applicable to, any Subcontractors we engage to provide the Central Monitoring Service to you, and bind you to those Subcontractors with the same force and effect as they bind you to us. You hereby authorize us to act as your agent for the purposes of working with, or providing directions to, any Subcontractors we engage to perform the Central Monitoring Service. You authorize us to share your personal information with those Subcontractors. You acknowledge and agree that no Subcontractor, supplier, service provider or other vendor of Constellation makes any warranty, including any implied warranty, other than such express warranties as may be provided by such person to you in a separate writing.
11.3.10. Automatic Suspension of Service for Events. If any Event occurs, then you agree that our obligations and warranties under this Section 11.3 will be waived automatically without notice and you release us for all resulting losses, liabilities, damages, and expenses. “Event” means (i) the interruption, circumvention, compromise, destruction, damage to, inoperability of, or malfunctioning of a facility, equipment, or service necessary to operate your Constellation Connect System, or to provide the Central Monitoring Service; (ii) a suspension or termination of the agreement between us and a Subcontractor we engage to perform the Central Monitoring Service; (iii) your System sending excessive alerts to the Monitors; (iv) a Responder requesting that we suspend your Central Monitoring Service; or (v) your use of the Central Monitoring Service at a non-residential property.
11.3.11. Consent to Communication. You, on behalf of yourself and as an authorized agent for your CM Contacts, hereby consent to us communicating with you and your CM Contacts through live telephone or cellular phone calls, pre-recorded telephone messages using an auto-dialer, an SMS or other form of text message, email, or any other form of electronic communication. Before you provide us with your CM Contacts’ contact information, you must first (i) notify your CM Contacts that we will communicate with them using the contact information you provide us and (ii) obtain your CM Contacts’ unequivocal permission to us initiating those communications.
11.3.12. Video and Audio Requirements; Consent; Storage; Retention. If your Constellation Connect System captures, records, stores, or sends video or audio to the Monitors or Constellation Connect, then you agree to (i) inform all persons on your Premises that they may be monitored by video; (ii) not use or permit the use of Products that stream or record video or audio installed where any person may have a reasonable expectation of privacy; and (iii) not use the video or audio system for any unlawful activity. You, on behalf of yourself and as the authorized agent of your family, guests, representatives, and your CM Contacts (collectively, “Your CM Group”), hereby consent to us intercepting, recording, storing, retrieving, reviewing, copying, disclosing, and using the contents of all Covered CM Communications. “Covered CM Communications” means all Central Monitoring Service related telephone, cellular phone, video, wire, oral, electronic, internet, broadband, and other forms of transmissions or communications to which you and/or any individual in Your CM Group is a participant that are captured by, sent from, sent through, or received by the Monitors or any other part of the Constellation Connect System. Subject to applicable laws and other legal requirements, we may determine in our sole discretion the period during which we will store data we receive from you related to the Central Monitoring Services, including, but not limited to, audio and video data transmitted to us from your Constellation Connect System. We may delete all or any portion of that data at any time for any reason, or no reason, without providing notice to you. YOU AGREE THAT WE WILL HAVE NO LIABILITY TO YOU ARISING FROM OUR DELETION OF VIDEO OR AUDIO DATA TRANSMITTED TO US FROM YOUR CONSTELLATION CONNECT SYSTEM.
11.4. Location Specific Requirements. We are regulated by and maintain the following licensure in the states indicated (note that not all states require licensure), and complaints against the licensee may be directed to:
Texas Department of Public Safety license number B07305101; Texas Department of Public Safety, Regulatory Services Division, 5806 Guadalupe Street, Austin, Texas 78752; http://www.dps.texas.gov.
Department of Maryland State Police license number 107-2276; Department of Maryland State Police, 1201 Reisterstown Road, Pikesville, Maryland 211208; http://www.mdsp.maryland.gov.
SOME MUNICIPALITIES REQUIRE AN ALARM PERMIT AND MAY NOT DISPATCH EMERGENCY PERSONNEL IF YOU DO NOT HAVE THE PROPER PERMITS. SOME MAY REQUIRE THE PERMIT TO BE ON FILE BEFORE DISPATCHING EMERGENCY PERSONNEL. SOME JURISDICTIONS REQUIRE THAT YOU OBTAIN THE ALARM PERMIT PRIOR TO THE INSTALLATION AND ACTIVATION OF THE EQUIPMENT. YOU ARE REQUIRED TO OBTAIN THE NECESSARY PERMIT(S) FROM THE LAW ENFORCEMENT AUTHORITY. IT IS YOUR SOLE RESPONSIBILITY, TO OBTAIN, PAY FOR, AND MAINTAIN ALL NECESSARY PERMIT(S). You are responsible for acquiring and renewing all applicable licenses and permits required by any and all local authorities having jurisdiction where you have Central Monitoring Services. While you have Central Monitoring Services you must provide us with updated licenses and permit information if necessary for provision of the Services. IF YOU FAIL TO MAINTAIN ANY REQUIRED LICENSES OR PERMIT(S), WE WILL NOT BE HELD RESPONSIBLE FOR PERFORMING THE CENTRAL MONITORING SERVICES AND MAY TERMINATE THE CENTRAL MONITORING SERVICES WITHOUT NOTICE TO YOU. YOU ACCEPT RESPONSIBILITY, AND WILL INDEMNIFY, DEFEND, PAY AND HOLD US HARMLESS, FROM AND AGAINST ANY AND ALL FINES AND PENALTIES ASSOCIATED WITH USING THE SYSTEM WITHOUT THE PROPER PERMITS AND LICENSES. Upon commencement of the Central Monitoring Service, we will provide you with reasonable instruction (and in no event less instruction than is required by applicable law) in the proper use of the Constellation Connect Products. Some municipalities require a third party, other than the law enforcement agency, to respond to alarm activations. We do not provide third-party alarm response service.
11.5. Cellular Services.
11.5.1. Constellation Connect Compatible Cellular Services; Available from Third Party Carriers; Constellation Connect Certified Device Required to Function. As part of the Constellation Connect Services, we may make available to you one or more Constellation Connect compatible cellular data service options that will utilize cellular service to perform the function of your internet broadband connection in the event of temporary outage or unavailability (each such offering is a “Cellular Service” and together the “Cellular Services”). A particular Certified Product in the form of a cellular data modem will be required to access or use Cellular Services (a “Cellular Modem”); uncertified cellular data modems will not work with Cellular Services, or may not function as desired. Some functions and features referenced in the Manufacturer’s manual provided with your Cellular Modem or other Certified Product may not be available with Cellular Services.
11.5.2. Cellular Services and Other Parts of these Terms; Additional Terms. All portions of these Terms that reference “Constellation Connect” are deemed to include and apply equally to any Cellular Services used, accessed, or purchased by you or offered by us to you. The definition of “Constellation Connect Certified Devices” includes any “Cellular Modem” and all terms relating to Constellation Connect Certified Devices apply equally to Cellular Modems. Additional terms for Cellular Services and Cellular Modems are set forth below.
11.5.3. Carriers; IP address and Phone Numbers. The wireless telecommunications networks used to transmit calls for Constellation Connect are owned and operated by various third-party licensed commercial mobile radio service providers (“Carriers”). Please note that you have no ownership rights to IP address, phone number, or any other identifier associated with your Services and you acknowledge and agree that we may change any such number, IP address or other identifier associated with your Constellation Connect Services at any time without prior notice to you.
11.5.4. Service Plans. Your Cellular Services will only operate after you have subscribed to one of the Cellular Service options and for so long as you have service days left on your plan’s cycle. Please visit our website at www.constellationconnect.com for the latest information regarding our service plans for Cellular Services.
11.5.5. Coverage; Availability and Interruptions; Data Speeds. Cellular Services can only be activated where such Services are offered and supported by us and by Carriers that support the Cellular Services. We do not guarantee the availability of Cellular Services in your coverage area and reserve the right to modify, suspend, interrupt, discontinue, or permanently cancel Cellular Services, or portions of the Cellular Services, without notice. Cellular Services are not available outside of your coverage area. We provide Cellular Services at our discretion. We are not responsible and will not be liable for any modifications, interruptions, or discontinuation of the Cellular Services. If Cellular Services are modified, interrupted, discontinued, or cancelled, we will not issue any refunds or reimburse you for any unused Cellular Services. Actual data speeds are subject to various factors, including those beyond our control, such as your Cellular Modem’s capabilities, coverage availability in your local area, and existing network conditions. As such, actual availability, coverage, and data speeds may vary.
11.5.6. Authorized Uses; Additional Types of Misuse/Unauthorized Use Applicable to Cellular Services. Cellular Service may ONLY be used for the following purposes: (a) to backup your Constellation Connect System and related devices for existing broadband data failure(s), (b) for specific transmissions initiated by your broadband failure, and (c) for maintaining Constellation Connect connectivity during a broadband failure. Cellular Service may not be used for unauthorized uses that adversely impact our Services. In addition to other unauthorized uses of Constellation Connect, examples of unauthorized uses of Cellular Services include, without limitation, the following: (i) uploading, downloading, or streaming of uninterrupted continuous video; or (ii) server devices or host computer applications, including, but not limited to, web camera posts or broadcasts, automatic data feeds, automated machine-to-machine connections or peer-to-peer (“P2P”) file sharing.
11.5.7. Excessive Cellular Consumption. We may stop providing Cellular Service to you, discontinue your Account, terminate your data connections, and/or reduce data throughput speeds if your usage, in our sole judgment: (1) appears likely to generate abnormally high cellular data volumes or data usage and/or abnormally long data usage as compared to the usage of other Constellation Connect customers or (2) may be harmful, disruptive, or interfere with the Carrier’s network, Constellation Connect, or the ability to provide quality service to other customers. By initiating Cellular Service, you acknowledge and agree to our right to terminate your Cellular Service under these circumstances. We may modify or cancel any Services or take corrective action at any time without prior notice and for any reason, including but not limited to your violation of these Terms.
11.5.8. Additional Limitations for Cellular Services; Data Transmission Security. Cellular Service is subject to transmission limitations caused by certain equipment and compatibility issues, atmospheric, topographical, and other conditions. Cellular Service may be temporarily refused, limited, interrupted, or curtailed due to system capacity limitations, technology migration or limitations imposed by the Carrier, or because of equipment modifications, upgrades, repairs or relocations, or other similar activities necessary or proper for the operation or improvement of the Carrier’s radio telephone system. We cannot and do not guarantee that your communications or data transmitted via Cellular Services will be private or secure. Although it is illegal for unauthorized people to intercept your communications, such interceptions can occur. We do not warrant or guarantee availability of the network or of any Services at any specific time or geographic location or that the Cellular Services will be provided without interruption. Neither Constellation Connect, nor any Carrier, will be liable for Cellular Service failures, outages, or limitations of Cellular Service.
11.5.9. Unauthorized Use; Tampering; SIM Card Changes by Carriers, Constellation Connect, or Their Service Providers. The Cellular Services are provided exclusively for use by you for your Constellation Connect System. The unlocking or resale of your Cellular Modem or its components (including any SIM card) constitutes a violation of these Terms. You agree not to unlock, reflash, tamper with or alter Cellular Modem or its components (including any SIM card) in any manner that conflicts with these Terms. Your Cellular Modem may contain a SIM card. The Carriers, Constellation Connect, or their service providers, may, from time to time, remotely update or change the encoded information on your SIM card. You agree not to, and not to allow any other person to, directly or indirectly alter, bypass, copy, deactivate, remove, reverse-engineer, or otherwise circumvent or reproduce the encoded information stored on, or the encryption mechanisms of, your SIM card. You also agree not to use either your SIM card or your Constellation Connect approved Cellular Modem in any device other than the Hub or other Products expressly indicated by us to be authorized for use with the Cellular Modem. Any violation of the restrictions on the use of your SIM card or Cellular Modem that are contained in these Terms may, in our sole discretion, result in the immediate termination of your Cellular Service, Constellation Connect Services, or both without notice. In the event that we detect unauthorized or excessive use, you agree to reimburse us for all of the data usage associated with the unauthorized use of the SIM card, Cellular Modem, or both at the rates and tiers equal to what the particular Carrier for your Cellular Service option normally charges its cellular service customers in your area for exceeding the Carrier’s initial cellular data service allotment or level.
11.6. Third Party Services. YOU AGREE THAT WE ARE NOT RESPONSIBLE FOR THIRD-PARTY SERVICES, EVEN IF WE HAVE SPONSORED SUCH SERVICES, AND THAT WE MAKE NO WARRANTY OF ANY KIND, INCLUDING ANY WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY OF NON-INFRINGEMENT AS TO THIRD-PARTY SERVICES AND YOU AGREE TO RELEASE US AND HOLD US HARMLESS OF AND FROM ANY LOSSES, DAMAGES, HARM, ACTIONS, OR CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE THIRD-PARTY SERVICES UNLESS OTHERWISE EXPRESSLY STATED BY US.
12. USING THE CONSTELLATION CONNECT SERVICES; END USER LICENSE AGREEMENT; INTELLECTUAL PROPERTY.
12.1. Conditional, Limited Permission to Use the Constellation Connect Services. Subject to these Terms and your acceptance and continued compliance with these Terms, we grant you a revocable, non-transferable, non-exclusive, right (without the right to sublicense) to access and use Constellation Connect for your personal use in a lawful manner that is also otherwise consistent with these Terms, in connection with, and solely for the purpose of, controlling and monitoring the Products owned by you or authorized by the owner for you to use, where such Products are installed and used on your Premises or with the permission of the Premises owner, and to use the Services offered by us for your personal, non-commercial use otherwise consistent with these Terms and any applicable third party terms.
12.2. Our Intellectual Property: You acknowledge that all intellectual property rights, world-wide, including without limitation copyrights, patents, trademarks, moral rights, and trade secrets, in or relating to Constellation Connect or any component or part of Constellation Connect (including but not limited to any websites, web applications, mobile applications, other user interfaces, technology platforms, the Hub, and any software in any of the foregoing) are owned by us or our licensors. Your possession, access, and use of any part of Constellation Connect, and your possession, access, use, ownership of or other rights relating to any Product, including any products compatible with Constellation Connect whether supplied or sold by us or others, does not grant or transfer to you any additional rights to Constellation Connect, any part of Constellation Connect, or any patent, trademark, copyright, trade secret or other intellectual property rights except as expressly set forth in these Terms. In addition, we exclusively own, and grant you no rights in, any intellectual property rights, including any patentable ideas or expressions, trade secrets, or innovations, derived in whole or in part from data associated with Constellation Connect or from any devices connected to Constellation Connect or from our customer base’s use (including your use) of Constellation Connect or any devices connected to Constellation Connect.
12.3. Additional Restrictions on Using Constellation Connect. The rights granted to you in these Terms are subject to the following restrictions: (i) you may not use Constellation Connect in any manner that violates any laws, ordinances, or regulations (including U.S., state, county, or municipal laws, ordinances, or regulations), for your location, the location where you use your Products and Constellation Connect, or applicable to you or your use of Constellation Connect; (ii) you agree to the terms for your service level or levels in effect during your use of Constellation Connect, including any usage restrictions or limitations we may impose upon you or your Account; (iii) you may not sell, lease, license, rent, distribute, transfer, assign, host, or otherwise commercially exploit Constellation Connect or any portion of Constellation Connect or offer to do any of the foregoing to or for others; (iv) you may not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of Constellation Connect or access Constellation Connect to build a similar or competitive service, offering, or one or more components of a such a service or offering; (v) you may not upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter Constellation Connect, any computer network, computer, handheld mobile device, data, product, or any other system, device or property; (vi) you may not interfere with, disrupt, or attempt to gain unauthorized access to the servers, networks, or technology platforms connected to Constellation Connect or violate the regulations, policies, or procedures of such networks; (vii) you may not access (or attempt to access) Constellation Connect by means other than through the interfaces that are provided for you by us; and (viii) you may not remove, obscure, or alter any proprietary rights notices (including copyrights and trademark notices) contained or displayed in connection with Constellation Connect.
12.4. Promises You Make About Your Use (Code of Conduct). You agree not to use Constellation Connect in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party; (ii) violates any law, statute, ordinance or regulation applicable to you, where you live, where you use Constellation Connect, or where you maintain or use your Products; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (iv) impersonates any person or entity, including without limitation any of our employees or representatives; (v) contains a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program; (vi) jeopardizes the security of your Account or anyone else’s Account; (vii) attempts, in any fraudulent or deceptive manner as determined by us, to obtain the password, account, or other security information from any other user; (viii) violates the security of any computer network, or “hacks” or “cracks” any passwords or security encryption codes; (ix) runs Maillist, Listserv, or any form of auto-responder or “spam” on Constellation Connect or any portion of it, or any processes that otherwise interfere with the proper working of Constellation Connect (including by placing an unreasonable load on the Constellation Connect infrastructure); (x) copies or stores any significant portion of the Covered Communications in violation of any applicable laws; or (xi) decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to Constellation Connect.
12.5. Usage Limitations and Additional Costs from Carriers. You agree we may impose other reasonable restrictions on your use of Constellation Connect, including limiting the number of notifications (emails, texts, alarm events, push notifications, or other communications) you or your contacts receive from Constellation Connect or your Products, and particularly any usage that we believe in good faith degrades or jeopardizes Constellation Connect’s performance or increases our costs of the providing Constellation Connect to you beyond what we have reasonably anticipated in providing Constellation Connect to a member of our user base (including the amount of data consumed with a Constellation Connect compatible cellular modem). We may restrict messaging, calls, alarm events, and system notifications to any phone numbers or addresses that would levy any form of incremental cost to us for messaging and we accept no responsibility for message delivery or costs to you when you are deemed by your carrier to be roaming nationally or overseas.
12.6. Upgrades and Modifications. You hereby authorize us to access your Hub, Products, or Account to make changes to all or portions of Constellation Connect (including user interfaces), or to issue upgrades, bug fixes, patches, or other modifications to maintain or improve Constellation Connect in our discretion ( “Upgrades”). You agree we may make Upgrades without advance notice to you or additional consent from you. Upgrades may temporarily interfere with your Constellation Connect, or temporarily or permanently change the features, functionality, benefits, or uses of the Constellation Connect and you agree those will be done at our discretion. If you do not want the Upgrades, then you agree that your sole remedy is to terminate your use of Constellation Connect altogether and cancel according to these Terms as you accept the risk that prior versions of Constellation Connect may not be supported. Your continued use of the Services after any Upgrade(s) will indicate your acceptance of those Upgrades.
12.7. UCITA Not Applicable. Except if prohibited by applicable laws, you agree that the Uniform Computer Information Transactions Act, or any version thereof, adopted by any state located in the United States, in any form (“UCITA”) shall not apply to these Terms. To the extent that UCITA is applicable, you and Constellation agree to opt out of the applicability of UCITA pursuant to the opt-out provisions contained therein.
13. TERMS IN EFFECT.
You have the right to request a paper copy of these Terms from Constellation at any time, at no charge. Such request may be made in writing to Constellation at email@example.com or 1-855-532-1979. You may print a copy of these Terms. You may also save these Terms in Adobe PDF format. These Terms are also available at www.constellationconnect.com. Constellation reserves the right to change or amend these Terms at any time by making such amended terms available to you at www.constellationconnect.com. You understand that advance notice of any such changes or amendments will not be provided except as required by applicable laws, so you should regularly check these Terms for any such updates. If you are unwilling to be bound by the updated Terms, you must cancel your Constellation Connect Services. You understand and agree that failure to cancel your Constellation Connect Services shall constitute your consent to be bound by those new terms.