This TrustHab Administrative Platform User License Agreement (this “APULA”) is a binding contract between you (“you” or “your”) and TrustHab, LLC (“TrustHab”, “we”, “us or “our”), a Florida limited liability company, and certain of its affiliates (“Affiliates” and, together with TrustHab, the “TrustHab Parties”) and applies to the use of TrustHab’s administrative website platform (“Administrative Platform”), which may be used by you or any of your agents, employees or authorized users (such persons, “Authorized Users”) in connection with administrative functions relating to TrustHab connected devices (the “Connected Devices”). Certain use of the Administrative Platform is also governed by the TrustHab Terms of Service (the “Terms of Service”), which may be accessed by clicking the following link: https://trusthab.com/terms-of-service/.

By using the Administrative Platform, you agree that you have read, agreed with, and accepted all the terms and conditions in this APULA, the Terms of Service and the TrustHab Privacy Policy (the “Privacy Policy”), which may be accessed by clicking the following link: https://trusthab.com/privacy-policy/. Each of the Terms of Service and the Privacy Policy are incorporated into this APULA by reference. You may not modify this APULA by making any typed, handwritten or other changes to it for any purpose. You acknowledge that you are accepting this APULA on behalf of all persons who use the Administrative Platform, including your Authorized Users, and that you shall have the sole responsibility for ensuring that all other users understand and comply with this APULA and any applicable TrustHab policies, including the Terms of Service and the Privacy Policy.

You acknowledge and agree that this APULA is between you and the TrustHab Parties, and not with any third party, and that TrustHab is solely responsible for the Administrative Platform.

THIS APULA CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. IT INCLUDES VARIOUS LIMITATIONS ON, AND EXCLUSIONS OF, OUR LIABILITY TO YOU AND YOUR INDEMNITY OF US.

1. SCOPE OF LICENSE. The license granted to you for the Administrative Platform is the “Administrative Platform License” as set forth in the TrustHab Connected Devices Purchase and Platform Services Licensing Agreement between you and TrustHab (as the same may be amended and supplemented from time to time, the “Sale Agreement”), which Sale Agreement is hereby incorporated by reference. All rights not expressly granted to you by this APULA are hereby reserved by TrustHab.
2. ELIGIBILITY. You must be 18 years old and a resident of the United States of America to use the Administrative Platform. You agree that you may and will only use the Administrative Platform in a manner consistent with this APULA
3. RESTRICTED USE. You may not rent, lease, lend, sell, redistribute, sublicense, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Administrative Platform. Any attempt to do so, including any alteration of any proprietary notices, is a violation of the rights of TrustHab and its licensors. If you breach this restriction, you may be subject to prosecution and liable to TrustHab and/or its licensors for damages.
4. UPDATES. The Administrative Platform may incorporate updates from TrustHab from time to time, which updates are designed to improve, enhance and further develop the Administrative Platform and may take the form of big fixes, new or enhanced functions or entirely new software or firmware. You agree to ensure at all times that your and your Authorized Users’ web browsers are compatible with the Administrative Platform and updated so as to meet or exceed the minimum requirements of the Administrative Platform to allow you and your Authorized Users to access and use the Administrative Platform. If at any time you or your Authorized Users do not maintain such a compatible and updated web browser, then TrustHab may, in its sole discretion, disconnect and cease providing the Administrative Platform to you.
5. INTELLECTUAL PROPERTY RIGHTS. The Administrative Platform and all information, documents and materials available on or through the Administrative Platform are protected by trademark, copyright or other intellectual property laws and international treaty provisions. All websites, corporate names, service marks, trademarks, trade names, logos and domain names (collectively, the “Marks”) of the TrustHab Parties are and shall remain TrustHab’s exclusive property. Nothing in this APULA shall grant you the right or license to use any of the Marks. TrustHab has a non-revocable, worldwide license to use or incorporate feedback received into the Administrative Platform.
6. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY. You understand and agree that devices used to access the Administrative Platform may rely on internet service providers or wireless networks, including, but not limited to, 5G LTE, 4G LTE, CDMA and GSM (“Wireless Networks”) and that actual internet or Wireless Network signal availability may depend on a combination of the third-party Wireless Network carriers and the availability and actions of roaming partners, and other factors outside TrustHab’s control, such as weather, buildings, topography, usage or maintenance activities of wireless network providers may limit or interrupt the Administrative Platform or alerts. TrustHab is not responsible for the interruption or limitation of the Administrative Platform related to issues with Wireless Networks or internet service providers.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE ADMINISTRATIVE PLATFORM IS AT YOUR SOLE RISK, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ADMINISTRATIVE PLATFORM ARE PROVIDED “AS-IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND TRUSTHAB HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE ADMINISTRATIVE PLATFORM, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. TRUSTHAB DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE ADMINISTRATIVE PLATFORM, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE ADMINISTRATIVE PLATFORM WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE ADMINISTRATIVE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE ADMINISTRATIVE PLATFORM WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY TRUSTHAB PARTY, NOR AN AUTHORIZED REPRESENTATIVE THEREOF, SHALL CREATE ANY WARRANTY. IF YOUR ADMINISTRATIVE PLATFORM ARE DEFECTIVE, YOU UNDERSTAND AND AGREE THAT YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TRUSTHAB’S LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY REQUIRED BY LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE LESSER OF:  (I) FIVE HUNDRED DOLLARS ($500); OR (II) THE AGGREGATE AMOUNT OF MONTHLY LICENSE FEES PAID BY THE PURCHASER TO THE SELLER FOR THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THAT SUCH LOSSES ACCRUED.

7. INDEMNIFICATION. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU SHALL BE RESPONSIBLE FOR, AND SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS, EACH TRUSTHAB PARTY FROM AND AGAINST ANY LOSSES (AS DEFINED BELOW) INCURRED BY SUCH TRUSTHAB PARTY IN CONNECTION WITH ANY CLAIMS OR JUDGMENTS ARISING OUT OF, DIRECTLY OR INDIRECTLY, OR RELATING IN ANY WAY TO ANY OF THE FOLLOWING, WHETHER BY YOU OR AN AUTHORIZED USER: (I) MISUSE OF THE CONNECTED DEVICES OR ADMINISTRATIVE PLATFORM; (II) VIOLATION OR INFRINGEMENT OF CONTRACTUAL RIGHTS, PRIVACY, CONFIDENTIALITY, COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS ARISING FROM OR RELATING TO MISUSE OF THE CONNECTED DEVICES OR ADMINISTRATIVE PLATFORM OR ANY THIRD-PARTY EQUIPMENT; (III) BREACH OF THIS APULA, THE TERMS OF SERVICE OR THE PRIVACY POLICY, REGARDLESS OF MATERIALITY; (IV) ACCOUNT ACCESS OR ACTIVITY DUE TO THE FAILURE TO PROTECT LOGIN CREDENTIALS; (V) ANY FAILURE OF THE CONNECTED DEVICES OR ADMINISTRATIVE PLATOFRM TO PERFORM; AND (VI) ANY CLAIMS BY ANY OF YOUR AUTHORIZED USERS AND LOSSES RESULTING FROM YOUR OR YOUR AUTHORIZED USERS’ BREACH OR ALLEGED BREACH OF THIS APULA. IT IS UNDERSTOOD AND AGREED THAT YOU ASSUME FULL LIABILITY FOR A BREACH OF ANY OF YOUR AUTHORIZED USERS OF THIS APULA AND TRUSTHAB SHALL HAVE NO LIABILITY FOR ANY MISUSE OR ACTION BY ANY AUTHORIZED USER OR ANY OF YOUR AFFILIATES, SUPPLIERS OR AGENTS.

In connection with the indemnification provided above, if such indemnification relates to a claim made by a third party (a “Third Party Claim”), then you agree that TrustHab shall have the right to assume and control the defense of such Third Party Claim, including engaging legal counsel to defend TrustHab in such Third Party Claim and settling such Third Party Claim, and you shall be liable for all Losses (as defined below) incurred by TrustHab in connection with such Third Party Claim.  You shall pay directly to TrustHab all amounts due pursuant to this Section 7 within seven days after written demand is given by TrustHab. For purposes of this Agreement, “Losses” means all liabilities, obligations, losses, damages, proceedings, claims, demands, actions, suits, judgments, orders or other sanctions, payments, charges, penalties, fines (whether criminal or civil), fees, costs, disbursements and expenses (including reasonable legal fees and related expenses, including reasonable legal fees and expenses incurred to enforce, in accordance with the applicable provisions hereof, any applicable indemnity).

8. LEGAL COMPLIANCE. You acknowledge and agree that you may not use, export or re-export the Administrative Platform except as authorized by United States federal law and the laws of the state in which the Administrative Platform were obtained or are used, installed, maintained or accessed and with TrustHab’s prior written consent. In particular, but without limitation, the Administrative Platform may not be exported or re-exported (i) into any U.S.-embargoed countries (such countries, “Sanctioned Countries”) or (ii) to anyone on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List (such persons or entities, “Sanctions Persons”). By using the Administrative Platform, you represent that you are not located in a Sanctioned Country and that you are not a Sanctioned Person. You also agree that you will not use any of the Administrative Platform for any purposes prohibited by United States federal or state law, including, without limitation, to develop, design, manufacture or produce nuclear, missile, chemical or biological weapons.
9. PRIVACY. By using the Administrative Platform, you agree that you have read, agreed with and accepted the terms of our Privacy Policy. We will collect, use and disclose your personal information and the personal information of your Authorized Users as set out in the Privacy Policy, and you and the Authorized Users or third parties to which you have granted access or control hereby consent to us doing so.
10. TERMINATION. This APULA is effective until properly terminated by either TrustHab or you or any Authorized User of the Administrative Platform. Your rights under this APULA will terminate automatically without notice from TrustHab if you fail to comply with any term of this APULA or the Terms of Service. Upon termination of this APULA, you shall cease all use of the Administrative Platform and destroy all copies, full or partial, of the Administrative Platform.

All representations, warranties, indemnifications and limitations of liability contained in this APULA shall survive termination of this APULA. In addition, any other obligations of you or TrustHab hereunder shall also survive, if they relate to the period before termination or if, by their terms, they would be expected or are expressed to survive termination of this APULA.

11. THIRD-PARTY TERMS. You must comply with all terms of any applicable third-party agreement when using the Administrative Platform.
12. MISCELLANEOUS. You agree that (i) neither your rights nor your obligations under this APULA are assignable and (ii) we may freely assign our rights and obligations under this APULA in our sole discretion, without notice to you. This APULA shall bind and inure to the benefit of you and TrustHab and their successors and permitted assigns. Each of you and TrustHab acknowledge and confirm that you are acting as an independent contractor with respect to the activities covered by this APULA.

This APULA and any other documents incorporated by reference constitute the entire agreement and understanding between you and TrustHab with respect to the subject matter of this APULA, and they replace any and all prior written or verbal agreements between you and TrustHab. If any portion of this APULA is held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of you and TrustHab, and the remainder of the provisions shall remain in full force and effect. If TrustHab fails to insist upon or enforce strict performance of any provision of this APULA, it shall not thereby waiver or be deemed to have waived any provision or right that it has under this APULA or applicable law. Neither course of conduct or dealing between you and TrustHab , nor TrustHab’s trade practice shall act to modify any provision of this APULA. The language of this APULA shall be construed as a whole, according to its fair meaning and intent, and not strictly for or against either you or TrustHab, regardless of which party drafted or was principally responsible for drafting this APULA or any specific term or condition hereof.

This Agreement and any other documents incorporated herein by reference are governed by, and shall be construed in accordance with, the laws of the State of Florida, without regard to its conflict of law principles.

13. MAINTENANCE AND SUPPORT. Please contact us at the address, telephone or email set forth in the Sale Agreement for customer support.