Terms of Service
Owl Labs is pleased to offer you and the entity, if any, you represent (“you” or “your”) access to services, software, apps or devices provided by Owl Labs conditioned on your acceptance without modification of the following Terms of Service.
IF YOU ARE ENTERING THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. YOU ALSO REPRESENT AND WARRANT THAT YOUR EXECUTION OF AND PERFORMANCE UNDER THIS AGREEMENT SHALL NOT BREACH ANY ORAL OR WRITTEN AGREEMENT WITH ANY THIRD PARTY OR ANY OBLIGATION OWED BY SUCH PARTY TO ANY THIRD PARTY TO KEEP ANY INFORMATION OR MATERIALS IN CONFIDENCE OR IN TRUST. YOU MUST click “I agree” or otherwise purchase devices or subscribe to the Services only if you agree to be legally bound by all terms and conditions of this Agreement. If you are viewing this on your mobile device, you can also view this Agreement via a web browser at: https://www.owllabs.com/terms-of-service.com. Your acceptance of this Agreement creates a legally binding contract between you and Owl Labs, and governs your use of THE WEBSITE AND OWL LABS’ DEVICES and services. If you are a party to a separate written agreement with OwL Labs, that separate written agreement will control in the event of a conflict with this Agreement. IF YOU ARE PARTY TO A PURCHASE AGREEMENT WITH A RESELLER OF ANY OWL PRODUCT (“RESELLER AGREEMENT”), THAT RESELLER AGREEMENT SHALL CONTINUE TO APPLY BETWEEN YOU AND SUCH RESELLER WITH RESPECT TO SUCH OWL PRODUCT. If you do not agree with any aspect of this Agreement, subject to the foregoing, then do not press “I agree,” in which case you may not purchase or subscribe to THE OWL LABS products or services.
“Account” means your account on the Owl Labs Platform as you may establish from time to time.
“Affiliate” means any corporation or entity of either Party, which is owned or controlled by or under common control with a Party.
For purposes of this definition, “control” shall mean the right to exercise directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the shares of the corporation or entity or the power to direct or cause the direction of the management or policies of the corporation or entity.
“Devices” means the Owl Labs devices purchased by you pursuant to, and as specified in, the applicable Order.
“Documentation” means any proprietary user documentation made available to you by Owl Labs for use with the Owl Labs Platform, including any documentation available online or otherwise, as amended or updated by Owl Labs from time to time in its discretion.
“Embedded Software” means software provided by Owl Labs on the Device or for downloading to the Device.
“Intellectual Property Rights” shall mean all intellectual property rights or similar proprietary rights, including (a) patent rights and utility models, (b) copyrights and database rights, (c) trademarks, trade names, domain names and trade dress and the goodwill associated therewith, (d) trade secrets, (e) mask works, and (f) industrial design rights; in each case, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing in any jurisdiction in the world.
“Owl Labs Platform” means Owl Labs systems and technology underlying the performance of the Services.
“Party” means Owl Labs or you and “Parties” means Owl Labs and you.
“Purchase Order” means an order to purchase Devices and/or related Services hereunder as agreed by both you and Owl Labs (or an authorized reseller or designee of Owl Labs) from time to time, which shall specify (i) the Device(s) to be purchased by you, (ii) the Purchase Price for such Devices, (iii) the scope of the Services to be provided hereunder and the Subscription Term thereof, and (iv) the Service Fees associated with such Services.
“Service Fees” means the fees for the Services as set forth in the applicable Purchase Order.
“Services” means Owl Labs’ provision of the Owl Labs Platform and the Support Services to you as a subscriber to the Owl Labs Platform and the Support Services as contemplated under a Purchase Order.
“Subscription Effective Date” is the date the device is registered or 30 days after product was shipped to the end user.
Subscription Term” means 12 months from the Subscription Effective Date, unless otherwise agreed upon in writing.
“Support Services” means Owl Labs’ standard support and maintenance services to maintain and support the Embedded Software and Owl Labs Platform as in effect from time to time.
“Users” means employees or agents of you who are authorized by you to use the Owl Labs Platform in connection with their service to you.
“User Information” means information submitted by your or any other User through the Owl Labs Platform.
You affirm that you are of legal age, authorized by your employer (if applicable) and that you are otherwise fully able and competent to enter into these Terms and to abide by and comply with these Terms. You represent that you are over 18 years of age
Use of Services
The OWL Devices and the App work together, and the Devices may be configured via the App. When you configure your Device, you will be able to assign a name to the Device.
You agree that the information you provide to Owl Labs at all times will be true, accurate, current, and complete. To use the App, and register your Device, you will be asked to provide your name and email address, which is the only personally identifiable information collected by Owl Labs. To use the Services, you may be asked to enter a user ID or password that has been provided to you. You are solely responsible for maintaining the confidentiality of your Device portal, user ID, and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur on your device or with your Device. Owl Labs currently makes the Services available over the Internet. You shall provide at your own expense, all necessary telephone lines, Internet connections, equipment, software (including a compatible web browser), and services for you to effectively access the Services. You are responsible for upgrading and configuring your internal systems (e.g. network settings, Internet routing, fire walls, and web browsers) to be and remain compatible with and optimize the performance of the Services. Except for the Devices and Services purchased under a Purchase Order, Owl Labs shall not be responsible for supplying any hardware, software or other equipment to you under these Terms.
BY USING THE SERVICES YOU REPRESENT AND WARRANT THAT YOU WILL NOT: (a) stream or otherwise make available copyrighted material that is not your own or that you do not have the legal right to distribute, display and otherwise make available to others; (b) harass, threaten, or defraud other Services users; (c) stream or otherwise make available content that is threatening, embarrassing, hateful, racially or ethnically insulting, defamatory, pornographic, violates the intellectual property rights, privacy rights or other legal rights of third parties or is otherwise inappropriate; (d) impersonate another person or access another user's PIN or Product without that person's permission; (e) share passwords issued by Owl Labs or PINs with any third party or encourage any other user to do so (except when providing PINs to third parties you authorize to access your Streaming Content (as defined below); (f) misrepresent the source, identity, or content of information transmitted in connection with your use of the Services; (g) use the Services for any unlawful purpose or in violation of any applicable law or regulation; (h) upload material that is damaging to computer systems or data of Owl Labs or other users of the Services (e.g. a virus, Trojan horse, or other malicious code); or (i) use the Services to advertise any product or service that is prohibited or regulated by applicable laws or regulations, or to engage in any false or misleading or otherwise unlawful or objectionable advertising practice.
You may not use the Services in any manner that in Owl Labs’ sole discretion could damage, disable, overburden, or impair them or interfere with any other party's use and enjoyment of the Services. You may not attempt to gain unauthorized access to the Services, other accounts, computer systems or networks connected to the Services, or any part of them, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services. The Services may contain systems designed to restrict or regulate access to the Services. You agree that you will not bypass any measures Owl Labs may use to prevent or restrict access to the Services.
For users of Devices, the Services provide certain features which may enable you to share video, by streaming such video live over the Internet (“Streaming Content”). You understand that all Streaming Content is the sole responsibility of the person from whom such content originated. This means that you, and not Owl Labs, are entirely responsible for all content that you stream or otherwise make available through the Internet. All your Streaming Content is subject to the restrictions in this Agreement, including without limitation Section 5.7 hereof. You acknowledge that Owl Labs does not pre-screen, monitor or approve Streaming Content and that Owl Labs makes no representations and has no liability with respect to the content or availability of any Streaming Content. Although Owl Labs has no obligation to do so, Owl Labs reserves the right, in its sole discretion, to deactivate a Device, if, for example, it deems such content to be in violation of these terms.
You understand that Owl Labs does not endorse and is not responsible for the appropriateness, accuracy, usefulness, safety, or intellectual property rights of or relating to such Streaming Content. You further understand and acknowledge that you may be exposed to Streaming Content that is inaccurate, offensive, indecent, or objectionable. YOU AGREE TO WAIVE, AND HEREBY DO WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST OWL LABS WITH RESPECT THERETO.
The Services may provide features that enable Owl Labs to tailor your experience based on the Device’s location. For example, the Device may use its Internet Protocol address (“IP Address”) to ensure that content is delivered to you, or bandwidth information to improve the speed and quality of your Streaming Content. In order to use Location-based Services, you must allow Owl Labs access to your localized position, which Owl Labs may access through a variety of means, including, if available, GPS, IP address, cellular tower, and/or other location identifiers now known or later developed, none of which are transmitted to Owl Labs by the Device. If you choose to disable Location-based services on your Device, you will not be able to utilize certain features of the Services. You agree and acknowledge that: (i) Owl Labs may collect device data from your Device, none of which contains personally identifiable information, in connection with the Services and your use of the App, and (ii) if enabled, your Device may provide Location-based Services related to your then-current location for the duration of your session. You acknowledge and agree that Owl Labs does not guarantee the accuracy of any location information, and your use of any Location-based Services is at your sole risk.
Consent to Use of Data
Notice Regarding Apple and Google
You acknowledge that these Terms are between you and Owl Labs only, not with Apple or Google or any other third party, and neither Apple nor Google or any other third party is responsible for the App and the content thereof. Neither Apple nor Google has no obligation whatsoever to furnish any maintenance and support services with respect to the App. Neither Apple nor Google has any other warranty obligation whatsoever with respect to the App, and neither is responsible for addressing any claims by you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Neither Apple nor Google is responsible for the investigation, defense, settlement and discharge of any third party claim that the App or your possession and use of the App infringes that third party intellectual property rights. You agree to comply with any applicable third party terms, when using the App. Apple, Google and their subsidiaries, are third party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple and Google will have the right (and will be deemed to have accepted the right) to enforce the Terms against you as a third party beneficiary of the Terms. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. This license is subject to applicable Apple and Google Store Terms and Conditions.
Website Contents and Specifications; Inappropriate Material
All features, content, specifications, products, and prices of products and services described or depicted on the Owl Labs website (collectively “Website”) are subject to change at any time without notice. The inclusion of any products or services on the Website at a particular time does not imply or warrant that these products or services will be available for purchase at any time. It is your responsibility to ascertain and obey all applicable local, state, federal, and international laws (including minimum age requirements) in regard to the possession, use, and sale of any item purchased from the Website. By placing an order, you represent that the products ordered will be used only in a lawful manner.
Accuracy of Information
Owl Labs uses reasonable efforts to ensure that information on the Website is complete, accurate, and current. Despite Owl Labs’ efforts, the information on the Website may occasionally be inaccurate, incomplete, or out of date. Owl Labs makes no representation as to the completeness, accuracy, or currency of any information on the Website.
Use of Website
The Website, including its design, text, graphics, content visual material, and all information contained on the Website (“Information”), is copyrighted and protected by worldwide copyright laws and treaty provisions. The Information Owl Labs authorizes you to view and download copies of this Information only for your personal, non-commercial use, subject to the following conditions: (1) you must retain, on all copies of the Information downloaded, all copyright and other proprietary notices contained in such Information; (2) you may not modify the Information in any way, reproduce, publicly display, distribute, or otherwise use such Information for any public or commercial purpose; and (3) you must not transfer the Information to any other person unless you give them notice of, and they agree to accept, the obligations arising under these terms and conditions of use. You agree to abide by all additional restrictions displayed on the Website as it may be updated from time to time. Except as expressly provided herein, or as may be otherwise agreed by the parties in writing, Owl Labs does not grant any express or implied right or license to you under any patents, design patents, trademarks, copyrights, or trade secret information.
Third Party Links
From time to time, the Website may contain links to websites that are not owned, operated or controlled by Owl Labs or its Affiliates. Owl Labs does not make any representation whatsoever regarding the content of any other website, which you may access from the Website. When you access a non-Owl Labs website, please understand that it is independent from Owl Labs and that Owl Labs does not have any control over the content on that website. A link to a non-Owl Labs website does not mean that Owl Labs endorses or accepts any responsibility for the content or use of such website. All such links are provided solely as a convenience to you. If you use these links, you will leave the Website. Neither Owl Labs nor any of its Affiliates are responsible for any content, materials or other information located on or accessible from any other website. Neither Owl Labs nor any of its Affiliates endorse, guarantee, or make any representations or warranties regarding any other websites, or any content, materials or other information located or accessible from any other websites, or the results that you may obtain from using any other websites. If you decide to access any other websites linked to or from the Website, you do so entirely at your own risk. Please also review the terms and conditions of any other website that you access from the Website, as they may be different from these Terms. The contents of the Website are ©2017-2021 Owl Labs Inc. All rights reserved.
Owl Labs may own or otherwise have rights to a number of trademarks. Those trademarks followed by a TM are registered trademarks of Owl Labs in the United States; all other marks are trademarks or common law marks of Owl Labs in the United States, except as noted below. Failure of a mark to appear on the Website does not mean that Owl Labs does not use the mark, nor does it mean that the product is not actively marketed or is not significant within its relevant market. Other trademarks, trade names, and service marks used or displayed on the Website are the registered and unregistered trademarks, trade names and service marks of their respective owners. Nothing contained on the Website grants or should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademarks, trade names, service marks or logos displayed on the Website without the written permission of Owl Labs or such other owner.
Linking to the Website
Creating or maintaining any link from another website to any page on the Website without Owl Labs’ prior written permission is prohibited. Running or displaying the Website or any information or material displayed on the Website in frames or through similar means on another website without Owl Labs’ prior written permission is prohibited. Any permitted links to the Website must comply with all applicable laws, rules, and regulations.
You are prohibited from posting or transmitting any unlawful, threatening, defamatory, libelous, obscene, pornographic, or profane material or any material through the Services that could constitute or encourage conduct that would be considered a criminal offense or give rise to civil liability, or otherwise violate any law. In addition to any remedies that Owl Labs may have at law or in equity, if Owl Labs determines, in Owl Labs’ sole discretion, that you have violated or are likely to violate the foregoing prohibitions, Owl Labs may take any action Owl Labs deems necessary to cure or prevent the violation, including without limitation, the immediate removal of the related materials from the Website. Owl Labs will fully cooperate with any law enforcement authorities or court order or subpoena requesting or directing Owl Labs to disclose the identity of anyone posting such materials.
ACCESS TO EMBEDDED SOFTWARE AND THE OWL LABS PLATFORM
Access and Use to Owl Labs Platform
Subject to the terms and conditions of this Agreement, Owl Labs hereby grants to you during the Subscription Term a limited, non-exclusive, non-transferable right, without the right to sublicense, to access and use the Services via the Device in accordance with the Documentation, solely for your internal business purposes. For the avoidance of doubt, you will not have the right to access or use the Owl Labs Platform except for the access and use of Services through the Owl Labs Platform as provided in this Section 1.
License to the Embedded Software
Subject to the terms and conditions of this Agreement, Owl Labs hereby grants to you a limited, non-exclusive, non-transferable right, without the right to sublicense, to use the Embedded Software solely for use of the Device for your internal business purposes. For the avoidance of doubt, the Embedded Software will be provided in executable form only and not in source code form.
You shall not, directly or indirectly, and You shall not permit any User or third party to, (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of the Owl Labs Platform or Embedded Software; (ii) modify, translate, or create derivative works based on any element of the Owl Labs Platform, Embedded Software or any related documentation; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use the Services, Owl Labs Platform or Embedded Software; (iv) use the Services, Owl Labs Platform or Embedded Software for timesharing purposes or otherwise for the benefit of any person or entity other than for your benefit; (v) remove any proprietary notices from the Documentation; (vi) publish or disclose to third parties any evaluation of the Services, Owl Labs Platform or Embedded Software without Owl Labs’ prior written consent; (vii) use the Services, Owl Labs Platform or Embedded Software for any purpose other than its intended purpose; (viii) interfere with or disrupt the integrity or performance of the Services, Owl Labs Platform or Embedded Software; or (ix) attempt to gain unauthorized access to the Services, Owl Labs Platform or Embedded Software.
No Circumvention of Security
You shall not circumvent or otherwise interfere with any user authentication or security of the Device or Owl Labs Platform. You will immediately notify Owl Labs of any breach, or attempted breach, of security known to you
OWL LABS DEVICES
Purchase and Sale of Devices
Owl Labs hereby sells to you, and you hereby purchase from Owl Labs, the Device(s) set forth in each Purchase Order for the prices set forth in the applicable Purchase Order (the “Purchase Price”). Except as may be otherwise agreed by Owl Labs, you are responsible for installation and use of the Device(s). When an order is placed, it will be shipped to a valid address designated by you. Risk of loss and title for items purchased from Owl Labs will pass to you upon delivery of the items to Owl Labs’ common carrier. You are responsible for filing any claims with carriers for damaged or lost shipments, without limiting the warranty commitments set forth below. You may return the Device(s), in its original condition without damage, in accordance with the terms of the Owl Labs return policy located at: Owl Labs Warranty and Review Policy
Device(s) shall otherwise not be returnable.
Title to all Embedded Software and Intellectual Property Rights in the Devices shall remain the sole and exclusive property of Owl Labs and its licensors, and you and your Users shall not take any action inconsistent with such title and ownership. You are not licensed to copy, access or use the Embedded Software in the Devices, except to use such Devices as set forth in this Agreement. You shall not, and shall not permit any third party to, copy or reverse engineer the Devices or Embedded Software therein, or remove or obscure any proprietary marks on or in the Devices, except as Owl Labs may approve on a case-by-case basis or as agreed by the Parties.
Performance and Term
Subject to the terms and conditions of this Agreement, following the registration of a given Device, Owl Labs will use commercially reasonable efforts to provide the Support Services for the Embedded Software and Owl Platform during the Subscription Term. Certain enhancements to the Embedded Software and Owl Labs Platform made generally available at no cost to all subscribing customers for Services during the applicable Subscription Term will be made available to User at no additional charge. However, the availability of some new enhancements to the Embedded Software or Owl Labs Platform may require the payment of additional fees, and Owl Labs will determine at its sole discretion whether access to any other such new enhancements will require an additional fee. This Agreement will apply to, and the Embedded Software and Owl Labs Platform include, any enhancements, updates, upgrades and new modules or offerings subsequently provided by Owl Labs to you hereunder.
Owl Labs shall provide core bug fixes for the Embedded Software and Owl Labs Platform which are made generally commercially available to its customers at no additional charge as part of the Support Services in the next chronological minor release of the Owl Labs Platform.
Unless otherwise agreed in writing by the Parties, Owl Labs will not be responsible for providing Support Services for: (i) any modifications to the Device or Owl Labs Platform made by, or for, you (other than by Owl Labs, its Affiliates or subcontractors); (ii) defects in any software or equipment not supplied by Owl Labs; (iii) defects resulting from the misuse, improper use or abuse of the Device or Owl Labs Platform by you or any User; (iv) any Embedded Software which is more than one (1) update or upgrade out of date; and (v) use of Services in connection with Device versions which are no longer supported by Owl Labs for its customers generally.
FEES AND PAYMENT TERMS
Purchase Prices; Fees
You shall pay to Owl Labs the Purchase Prices and the Service Fees for the applicable Subscription Term as set forth in the Purchase Order.
Invoices and Payment Terms
For any Services for which Owl Labs charges a fee and for Purchase Price, you agree that Owl Labs may charge to your credit card or other payment mechanism selected by you and approved by Owl Labs, all amounts due and owing for the Services, including Purchase Prices, Service Fees, set up fees, subscription fees, or any other fee or charge associated with your Account. Owl Labs may change prices at any time, including changing from a free service to a paid service and charging for Services that were previously offered free of charge; provided, however, that Owl Labs will provide you with prior notice and an opportunity to terminate your Account if Owl Labs changes the price of Services to which you are subscribed and will not charge you for previously free Services unless you have been notified of the applicable fees and agreed to pay such fees. You agree that in the event Owl Labs is unable to collect the Service Fees and Purchase Prices through your Account, Owl Labs may take any other steps it deems necessary to collect such fees from you and that you will be responsible for all costs and expenses incurred by Owl Labs in connection with such collection activity, including collection fees, court costs and attorney fees. Past due amounts will be subject to an interest charge equal to the lesser of one and one-half percent (1.5%) per month or the highest rate allowed by applicable law. If your account is past due for thirty (30) days or more, then Owl Labs reserves the right to discontinue access to the Owl Labs Platform and the Services and suspend the Services until all past due invoices are paid in full. All amounts payable under this Agreement will be made without setoff or counterclaim, and without any deduction. You understand and acknowledge that third party fees may apply to your use of the Services, including without limitation fees charged by your mobile service provider or Internet provider for network access, data transmission, or other similar fees. You are solely responsible for all such fees.
You shall pay all applicable sales (unless an exemption certificate is furnished by you to Owl Labs), use and value-added taxes (but not taxes imposed on Owl Labs’ net income) with respect to this Agreement or furnish Owl Labs with evidence acceptable to the taxing authority to sustain an exemption therefrom. All payments under this Agreement shall be made free and clear of (and without deduction for or grossed up for, as applicable) any withholding or other taxes levied by any country or jurisdiction on payments to be made pursuant to this Agreement that applicable law requires to withhold.
REPRESENTATIONS AND WARRANTIES
Owl Labs Limited Warranty | Owl Labs Service Warranty
Owl Labs warrants to you that the Services will, under normal use and service, substantially conform to, and perform in all material respects, the functions described in the applicable Documentation and the Purchase Order. If any such Services fail to comply with the foregoing warranty, you shall provide written notice to Owl Labs prior to the expiration of the warranty period set forth above and such notice will describe in reasonable detail the nature of the non-conformity. In such event, Owl Labs shall use reasonable efforts to repair or rectify such non-conformity. If Owl Labs is unable to repair or rectify such non-conformity, then Owl Labs may terminate this Agreement (including without limitation the licenses granted in this Agreement) with respect to the non-conforming Services and in such event, Owl Labs will refund to you on a pro-rata basis as applicable the portion of Service Fees paid to Owl Labs prior to termination applicable to the access and use of such non-conforming Services after the termination date. THE REMEDY SET FORTH IN THIS SECTION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY AND OWL LABS’ SOLE OBLIGATION FOR ANY BREACH OF THE WARRANTY SET FORTH IN THIS SECTION.
The warranty set forth in this Section 1 (Owl Labs Limited Warranty) does not cover defects or non-conformities arising from (i) misuse of the Owl Labs Platform or the Documentation, (ii) any modifications to the Owl Labs Platform made by any person or entity other than Owl Labs that is not previously approved by Owl Labs, (iii) any use of the Services or Owl Labs Platform by you or your Users beyond the scope of the express rights licenses granted in this Agreement, (iv) any use of the Owl Labs Platform in combination with other software, hardware or data, or (v) Owl Labs’ compliance with your request for changes to the Owl Labs Platform or with your designs, specifications or instructions.
Owl Labs Limited Product Warranty
Each Device shall be subject to the terms of the Owl Labs Warranty, Return and Repair Policy located at https://owl-labs.helpscoutdocs.com/article/64-owl-labs-warranty-return-and-repair-policy and as in effect as of the date of delivery of the applicable Device to you (the “Device Warranty”). NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE, APPLIES TO THE DEVICES. In the event of any conflict or inconsistency between this Agreement and the terms of the Device Warranty, the Device Warranty shall govern.
User Information Warranty
You represent and warrant to Owl Labs that you have the right, including in respect of all relevant Intellectual Property Rights and applicable data privacy and other laws, to provide Owl Labs access to and use of the User Information, including without limitation for use in connection with the Owl Labs Platform and all other Services.
THE WARRANTIES SET FORTH IN THIS SECTION 10 ARE IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, AND, EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 10, THE DEVICES, OWL LABS PLATFORM, SERVICES AND ANY OTHER OWL PRODUCTS ARE PROVIDED ON AN AS-IS BASIS. YOUR USE OF THE WEBSITE, APP, DEVICES, OWL LABS PLATFORM, SERVICES AND ANY OTHER OWL PRODUCTS IS AT YOUR OWN RISK. OWL LABS DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. OWL LABS DOES NOT WARRANT THAT THE DEVICES OR SERVICE WILL BE ERROR FREE OR THAT THE SERVICE WILL BE UNINTERRUPTED.
NO AGENT OF OWL LABS IS AUTHORIZED TO ALTER OR EXPAND THE WARRANTIES OF OWL LABS AS SET FORTH HEREIN. OWL LABS DOES NOT WARRANT THAT THE SERVICES OR OWL LABS PLATFORM IS OR WILL BE UNINTERRUPTED OR ERROR FREE. YOU ACKNOWLEDGE AND AGREE THAT THE OWL LABS PLATFORM AND SERVICES (AS WITH TECHNOLOGY GENERALLY), MAY HAVE ERRORS (OR “BUGS”) AND MAY ENCOUNTER UNEXPECTED TECHNICAL PROBLEMS. ACCORDINGLY, FROM TIME TO TIME, YOU MAY EXPERIENCE DOWNTIME AND ERRORS IN THE OPERATION, FUNCTIONALITY OR PERFORMANCE OF THE OWL LABS PLATFORM, SERVICES OR OWL PRODUCTS.
You agree to indemnify, defend, and hold Owl Labs, its Affiliates, contractors, employees, agents and its Affiliates, suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Apps or Services, your communications, transactions, or dealings with third parties initiated through the Services, your violation of these Terms or any law or regulation, or any breach of the representations, warranties, and covenants made by you in the Terms. Owl Labs reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Owl Labs, and you agree to cooperate with Owl Labs’ defense of these claims. Owl Labs will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
“Confidential Information” means any and all non-public information disclosed by Owl Labs to you in any form or medium, whether oral, written, graphical or electronic, pursuant to this Agreement, that is marked confidential and proprietary, or that the Owl Labs identifies as confidential and proprietary, or that by the nature of the circumstances surrounding the disclosure or receipt ought to be treated as confidential and proprietary information, including but not limited to: (i) techniques, sketches, drawings, models, inventions (whether or not patented or patentable), know-how, processes, apparatus, formulae, equipment, algorithms, software programs, software source documents, APIs, and other creative works (whether or not copyrighted or copyrightable); (ii) information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising and marketing plans and information; (iii) proprietary or confidential information of any third party who may disclose such information to Owl Labs or you in the course of Owl Labs’ business; and (iv) the terms of this Agreement and any Purchase Orders. Confidential Information of Owl Labs shall include the Owl Labs Platform and S Confidential Information also includes all summaries and abstracts of Confidential Information.
You acknowledge that in the course of the performance of this Agreement, you may obtain the Confidential Information of Owl Labs. You shall, at all times, both during the Term and thereafter, keep in confidence and trust all of Owl Labs’ Confidential Information received by it. You shall not use the Confidential Information of Owl Labs other than as necessary to fulfill your obligations or to exercise your rights under the terms of this Agreement. Each Party agrees to secure and protect the other Party’s Confidential Information with the same degree of care and in a manner consistent with the maintenance of such Party’s own Confidential Information (but in no event less than reasonable care), and to take appropriate action by instruction or agreement with its employees, Affiliates or other agents who are permitted access to the other Party’s Confidential Information to satisfy its obligations under this Section. You shall not disclose Confidential Information of Owl Labs to any person or entity other than its officers, employees, Affiliates and agents who need access to such Confidential Information in order to effect the intent of this Agreement and who are subject to confidentiality obligations at least as stringent as the obligations set forth in this Agreement.
Exceptions to Confidential Information
The obligations set forth in Section 2 (Non-Disclosure) shall not apply to the extent that Confidential Information includes information which: (i) was known by you prior to receipt from Owl Labs either itself or through receipt directly or indirectly from a source other than one having an obligation of confidentiality to Owl Labs; (ii) was developed by you without use of Owl Labs’ Confidential Information; or (iii) becomes publicly known or otherwise ceases to be secret or confidential, except as a result of a breach of this Agreement or any obligation of confidentiality by you. Nothing in this Agreement shall prevent you from disclosing Confidential Information to the extent you are legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, you shall (i) assert the confidential nature of the Confidential Information to the agency; (ii) immediately notify Owl Labs in writing of the agency’s order or request to disclose; and (iii) cooperate fully with Owl Labs in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.
You acknowledge that the Owl Labs Platform and the Services, and all Intellectual Property Rights therein or in the Device, are the sole and exclusive property of Owl Labs and its licensors. Owl Labs acknowledges that the User Information, and all Intellectual Property Rights therein, is the sole and exclusive property of you and your licensors. Each Party retains all other rights not expressly granted in this Agreement.
Owl Labs Developments
All inventions, works of authorship and developments conceived, created, written, or generated by or on behalf of Owl Labs, whether solely or jointly, including without limitation, in connection with Owl Labs’ performance of the Services hereunder, (“Owl Labs Developments”) including all Intellectual Property Rights therein, shall be the sole and exclusive property of Owl Labs.
Notwithstanding anything else in the Agreement or otherwise, Owl Labs may monitor your and your Users’ use of the Device, Services and Owl Labs Platform and use data and information related to your and your Users’ use of the Services in an aggregate or de-identified manner, including to compile statistical and performance information related to the provision and operation of, and to improve, the Device, Owl Labs Platform and Services. You agree that Owl Labs may make such data and information publicly available, and use such information to the extent and in the manner required by applicable law or regulation and/or for purposes of data gathering, analysis, service enhancement and marketing, provided that such data and information does not identify you. Owl Labs retains all Intellectual Property Rights in such data and information.
Limited Feedback License
You hereby grants to Owl Labs, at no charge, a non-exclusive, royalty-free, worldwide, transferable, sublicensable (through one or more tiers), perpetual, irrevocable license under your Intellectual Property Rights in and to suggestions, comments and other forms of feedback (“Feedback”) regarding the Website, Devices, Owl Labs Platform and Owl Labs Developments provided by or on your behalf to Owl Labs, including Feedback regarding features, usability and use, and bug reports, to reproduce, perform, display, create derivative works of the Feedback and distribute such Feedback and/or derivative works in the Owl Labs Platform or any other products or services. Feedback is provided “as is” without warranty of any kind and shall not include any of your Confidential Information
Owl Labs company policy does not allow it to accept or consider creative ideas, suggestions, or materials other than those it has specifically requested. Accordingly, Owl Labs must request that no visitors to this site submit or send any original creative materials, including but not limited to submissions of suggestions, ideas or concepts related to current or future products or business ideas. If at Owl Labs’ request you send certain specific submissions (e.g., customer reviews) or, despite Owl Labs’ request that you not send Owl Labs any other creative materials, you send Owl Labs creative suggestions, ideas, notes, drawings, concepts, or other information (collectively the “Submissions”), the Submissions shall be deemed and shall remain the property of Owl Labs in perpetuity. By making any Submission, the sender automatically grants, or warrants that the owner of such material expressly grants Owl Labs the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, and distribute such material (in whole or in part) throughout the universe and/or to incorporate it in other works in any form, media, or technology now known or hereafter developed, for the full term of any copyright, trademark or patent that may exist in such material for any purpose that Owl Labs chooses, whether internal, public, commercial, or otherwise, without any compensation, credit, or notice to the sender whatsoever. The sender waives all so-called “moral rights” in all Submissions. The sender further waives the right to make any claims against Owl Labs relating to unsolicited submissions, including, but not limited to, unfair competition, breach of implied contract, or breach of confidentiality.
Limitation of Liability
No Consequential Damages
Owl Labs does not assume any responsibility, and Owl Labs will not be liable, for any damages to, or any viruses that may infect, your computer, telecommunication equipment, or other property caused by or arising from your access to, use of, or browsing the Website, Services or Device.
OWL LABS AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE WEBSITE, APP, DEVICES, OWL LABS PLATFORM, SERVICES OR OTHER OWL PRODUCTS, EVEN IF OWL LABS OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING OUT OF THE LICENSING, PROVISION OR USE OF THE OWL LABS PLATFORM OR OTHER SERVICES. OWL LABS WILL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.
Limits on Liability
IN THE EVENT OF ANY PROBLEM WITH YOUR USE OF THE WEBSITE OR SERVICES, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE WEBSITE OR SERVICES. YOU HEREBY RELEASE OWL LABS AND ITS LICENSORS FROM ALL OBLIGATIONS, LIABILITY, CLAIMS, OR DEMANDS RELATING TO THE WEBSITE, OWL LABS PLATFORM, SERVICES OR OTHER OWL LABS PRODUCTS, AND THIS AGREEMENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
You acknowledge that the terms in this Section 14 (Limitation of Liability) are an essential basis of the bargain described in this Agreement and that, were Owl Labs to assume any further liability, the fees payable hereunder would out of necessity, be set much higher. THE LIMITATIONS IN THIS SECTION 14 (LIMITATION OF LIABILITY) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE.
Term and Termination
Except as set forth in Section 2, Section 15.3 and Section 15.4 with respect to your subscription to the Services, you or Owl Labs may suspend or terminate your account or your use of the Website or the Services at any time, for any reason or for no reason. You are personally liable for any orders placed or charges incurred through your account prior to termination. Owl Labs reserves the right to change, suspend, or discontinue all or any aspect of the Website at any time without notice.
The term of any subscription to the Services shall commence on the Subscription Effective Date and continue until the expiration or termination of the initial Subscription Term for Services (“Initial Subscription Term”) and each Renewal Subscription Term (as defined below), unless earlier terminated as provided in this Agreement.
The Subscription Term will automatically renew for subsequent terms of one year (each, a "Renewal Subscription Term”) unless either party notifies the other Party of nonrenewal at least fifteen (15) days prior to the end of the Initial Subscription Term or then current Renewal Subscription Term, as applicable.
Cancellation of Subscription
You may cancel your subscription to the Services with immediate effect through the Owl Labs subscriber portal or by contacting Owl Labs customer support at firstname.lastname@example.org. If you cancel your subscription to the Services within thirty (30) days after the Subscription Effective Date, you will be fully refunded for any invoices for the Service Fees (but not any Purchase Prices) paid by you to Owl Labs hereunder. If you cancel your subscription to the Services more than thirty (30) days after the Subscription Effective Date, you will be required to pay a prorated portion of the Service Fees for the then-current Initial Subscription Term or the then current Renewal Subscription Term, as applicable, for the portion of the then-current Initial Subscription Term or the then-current Renewal Subscription Term prior to the effectiveness of such cancellation.
Termination for Cause
Either Party may terminate this Agreement (and the Subscription Term) upon written notice to the other Party in the event the other Party (a) becomes insolvent or bankrupt or admits its inability to pay its debts as they mature, makes an assignment for the benefit of its creditors or ceases to function as a going concern or to conduct its operations in the normal course of business and such termination shall occur immediately upon notice; or (b) commits a material breach of any provision of this Agreement and does not remedy such breach within thirty (30) days after receipt of notice from the non-defaulting Party or such other period as the Parties may agree.
Effects of Termination
Upon expiration or termination of this Agreement, (i) Subscriber’s use of and access to the Services and Owl Labs Platform and the performance of all Services shall cease; (ii) all Purchase Orders shall terminate; and (iii) all fees and other amounts owed under this Agreement shall be immediately due and payable by Subscriber. In addition, within ten (10) days after the effective date of termination you shall (a) return to Owl Labs or at Owl Labs’ option, you shall destroy, all items of Confidential Information then in your possession or control, including any copies, extracts or portions thereof, and (b) upon request shall certify in writing to Owl Labs that it has complied with the foregoing. Following such 10-day period, Owl Labs shall have no obligation to maintain or provide any User Information and may thereafter in its sole discretion unless legally prohibited, delete all User Information in its systems or otherwise in its possession or under its control.
This Section 6 (Survival) and Sections 1 (Definitions), 2 (Access to Embedded Software and the Owl Labs Platform), 9 (Service Fees and Payments), 10 (Representations and Warranties), 11 (Indemnification), 12 (Confidentiality), 13 (Proprietary Rights), 14 (Limitation of Liability), 15.5 (Effects of Termination), and 16 (Miscellaneous), as well as any accrued obligations, shall survive any termination or expiration of this Agreement.
All notices and other communications under this Agreement shall be in writing and may be given by any of the following methods: (a) personal delivery; (b) registered or certified mail, postage prepaid, return receipt requested; (c) reputable overnight delivery service or (d) email. Notices shall be sent to Owl Labs at the appropriate party at the address provided in the applicable Purchase Order.
Except with respect to Sections 2 and 15.3, these Terms may be revised at any time by Owl Labs by updating this posting. You should visit this page from time to time to review the then current Terms because they are binding on you. Certain provisions of these Terms may be superseded by legal notices or terms located on particular pages of the Website.
Use of Your Name and Logo
If you are a corporation, non-profit organization, public entity, educational institution or other type of organization, Owl Labs may use your name and logo to identify you as a customer of Owl Labs on the Website and on presentations, marketing materials and other documents identifying or listing Owl Labs customers. If you do not wish to be identified as a customer of Owl Labs, you may send an email to Marketing (email@example.com) to request to be removed from publicly available customer lists and Owl Labs will remove you from such list.
The provisions of these Terms are intended to be interpreted in a manner which makes them valid, legal, and enforceable. In the event any provision of the provisions are found to be partially or wholly invalid, illegal or unenforceable, such provisions shall be modified or restricted to the extent and in the manner necessary to render them valid, legal, and enforceable. It is expressly understood and agreed between the parties that such modification or restriction may be accomplished unilaterally by Owl Labs, or alternatively, by disposition of a court of law or arbitrator. If such provisions cannot under any circumstances be so modified or restricted, they shall be excised from these Terms without affecting the validity, legality or enforceability of any of the remaining provisions.
These Terms and any dispute hereunder shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, excluding its conflict of law rules. You further expressly consent and agree to submit to the exclusive jurisdiction and venue of a state court of competent jurisdiction located in Massachusetts or federal court of competent jurisdiction in the District Court of Massachusetts.
In any action to enforce this Agreement, the prevailing Party shall be awarded all court costs and reasonable attorneys’ fees incurred, including such costs and attorneys’ fees incurred in enforcing and collecting any judgment.
Neither Party shall be liable for any failure or delay in performance under this Agreement due to fire, explosion, earthquake, storm, flood or other weather; unavailability of necessary utilities or raw materials; Internet service provider failures or delays, or denial of service attacks; war, civil unrest, acts of terror, insurrection, riot, acts of God or the public enemy; strikes or other labor problems; the Covid-19 pandemic or any other epidemic or pandemic or outbreak of infectious disease; any law, act, order, proclamation, decree, regulation, ordinance, or instructions of government or other public authorities, or judgment or decree of a court of competent jurisdiction (not arising out of breach by such Party of this Agreement), including in response to the Covid-19 pandemic, any other epidemic or pandemic or outbreak of infectious disease; or any other event beyond the reasonable control of the Party whose performance is to be excused.
Neither Party may assign its rights or obligations under this Agreement, whether voluntarily or by operation of law or otherwise, without the other Party’s prior written consent. Notwithstanding the foregoing, either Party may assign this Agreement in connection with an acquisition, sale or transfer of all or substantially all of its assets, stock or business by sale, merger, consolidation, or similar transaction. Any purported assignment or transfer in violation of this section shall be void. Subject to the foregoing restrictions, this Agreement will bind and benefit the Parties and their successors and permitted assigns.
Relationship of the Parties
Owl Labs is an independent contractor to you. There is no relationship of agency, partnership, joint venture, employment, or franchise between the Parties. Neither Party has the authority to bind the other or to incur any obligation on its behalf.
No Third Party Beneficiaries
This Agreement is not intended to create a benefit to any Party other than the Parties hereto and the indemnitees set forth in Section 11, and no Party other than a Party hereto may bring an action hereunder.
Construction of Agreement
Each Party acknowledges that it has had the opportunity to have legal counsel review this Agreement and to negotiate its terms and conditions. Should any questions of construction or interpretation of this Agreement arise, then the Parties agree that no presumption shall be applied against the Party drafting this Agreement or any portion thereof and that the language of this Agreement shall, in all cases, be construed as a whole according to its fair meaning and not strictly for or against either Party.
Counterparts; Fax Signatures
This Agreement may be executed in two counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. If this Agreement is executed in counterparts, no signatory hereto shall be bound until both the Parties named below have duly executed or caused to be duly executed a counterpart of this Agreement. Facsimile and electronic images of the signatures of the Parties shall be binding.
This Agreement, including all Purchase Orders, and Exhibits to this Agreement and the Device Warranty, constitutes the entire agreement between the Parties relating to this subject matter and supersedes all prior or simultaneous understandings, representations, discussions, negotiations, and agreements, whether written or oral.
The Device, Services and Owl Labs Platform utilize software and technology that may be subject to United States and foreign export controls. You acknowledge and agree that the Services shall not be used, and neither the Device nor any of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Services, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The Owl Labs Platform may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000. You agree to comply strictly with all applicable export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. Owl Labs and its licensors make no representation that the Services are appropriate or available for use in other locations. Any diversion of the User Information or Processed Data contrary to law is prohibited. None of the User Information or Processed Data, nor any information acquired through the use of the Services, is or will be used for nuclear activities, chemical or biological weapons, or missile projects.
The App and Services and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. ß2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. ß12.212 or 48 C.F.R. ß227.7202, as applicable. Consistent with 48 C.F.R. ß12.212 or 48 C.F.R. ß227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
If you do not understand any of the foregoing Terms or if you have any questions or comments, please contact Owl Labs at firstname.lastname@example.org.