END USER LICENCE AGREEMENT (EULA)

Last updated May 29, 2024

Zendo is licensed to You (End-User) by Asarum ltd, located and registered at 2 Bedford Mews, London, N2 9DF, United Kingdom (‘Licensor’), for use only under the terms of this Licence Agreement.

By downloading the Licensed Application from Apple’s software distribution platform (‘App Store’) and Google’s software distribution platform (‘Play Store’), and any update thereto (as permitted by this Licence Agreement), You indicate that You agree to be bound by all of the terms and conditions of this Licence Agreement, and that You accept this Licence Agreement. App Store and Play Store are referred to in this Licence Agreement as ‘Services’.

The parties to this Licence Agreement acknowledge that the Services are not a party to this Licence Agreement and are not bound by any provisions or obligations relating to the Licensed Application, such as warranty, liability, maintenance, and support. Asarum ltd, and not the Services, is solely responsible for the Licensed Application and its content.

This Licence Agreement may not provide for usage rules for the Licensed Application that conflict with the latest Apple Media Services Terms and Conditions and Google Play Terms of Service (‘Usage Rules’). Asarum ltd acknowledges that it had the opportunity to review the Usage Rules and that this Licence Agreement does not conflict with them.

Zendo, when purchased or downloaded through the Services, is licensed to You for use only under the terms of this Licence Agreement. The Licensor reserves all rights not expressly granted to You. Zendo is to be used on devices that operate with Apple’s operating systems (‘iOS’ and ‘Mac OS’) or Google’s operating system (‘Android’).

1. THE APPLICATION

Zendo (‘Licensed Application’) is a piece of software created to connect with compatible third-party smart home, residential, and commercial automation systems and customised for iOS and Android mobile devices (‘Devices’). It is used to view information from, and send user-initiated commands to, your smart home, residential, or commercial automation system.

The Licensed Application is only a software interface. It does not manufacture, install, commission, inspect, certify, maintain, monitor, supervise, or physically control any third-party automation system, device, hardware, wiring, motor, sensor, alarm, lock, gate, shutter, door, panel, controller, cloud service, or integration.

The Licensed Application is not a monitored alarm service, emergency service, safety system, life-safety system, security service, or substitute for local controls, physical supervision, legally required safety equipment, or professional monitoring.

You acknowledge that third-party automation systems, devices, integrations, operating systems, wireless networks, internet connections, cloud services, and push notification services may be unavailable, delayed, interrupted, insecure, inaccurate, misconfigured, or fail without warning. Status information, sensor readings, notifications, and command execution shown in the Licensed Application may therefore be delayed, incomplete, duplicated, incorrect, or unavailable.

The Licensed Application is not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use this Licensed Application. You may not use the Licensed Application in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

2. SCOPE OF LICENCE

2.1  You are given a non-transferable, non-exclusive, non-sublicensable licence to install and use the Licensed Application on any Devices that You (End-User) own or control and as permitted by the Usage Rules, with the exception that such Licensed Application may be accessed and used by other accounts associated with You (End-User, The Purchaser) via Family Sharing or volume purchasing.

2.2  This licence will also govern any updates of the Licensed Application provided by Licensor that replace, repair, and/or supplement the first Licensed Application, unless a separate licence is provided for such update, in which case the terms of that new licence will govern.

2.3  You may not share or make the Licensed Application available to third parties (unless to the degree allowed by the Usage Rules, and with Asarum ltd’s prior written consent), sell, rent, lend, lease or otherwise redistribute the Licensed Application.

2.4  You may not reverse engineer, translate, disassemble, integrate, decompile, remove, modify, combine, create derivative works or updates of, adapt, or attempt to derive the source code of the Licensed Application, or any part thereof (except with Asarum ltd’s prior written consent).

2.5  You may not copy (excluding when expressly authorised by this licence and the Usage Rules) or alter the Licensed Application or portions thereof. You may create and store copies only on devices that You own or control for backup keeping under the terms of this licence, the Usage Rules, and any other terms and conditions that apply to the device or software used. You may not remove any intellectual property notices. You acknowledge that no unauthorised third parties may gain access to these copies at any time. If you sell your Devices to a third party, you must remove the Licensed Application from the Devices before doing so.

2.6  Violations of the obligations mentioned above, as well as the attempt of such infringement, may be subject to prosecution and damages.

2.7 Licensor reserves the right to modify the terms of this licence.

2.8  Nothing in this licence should be interpreted to restrict third-party terms. When using the Licensed Application, You must ensure that You comply with applicable third-party terms and conditions.

3. TECHNICAL REQUIREMENTS

3.1  Licensor attempts to keep the Licensed Application updated so that it complies with modified/new versions of the firmware and new hardware. You are not granted rights to claim such an update.

3.2  Licensor reserves the right to modify the technical specifications as it sees appropriate at any time.

3.3 You are solely responsible for selecting, installing, configuring, testing, operating, monitoring, maintaining, and securing your residential or commercial automation system and any connected third-party devices, hardware, software, accounts, users, permissions, automations, scenes, notifications, schedules, timers, geofences, presence detection, occupancy detection, location-based automations, time-based triggers, sensor-based triggers, rules, scripts, and integrations.

3.4 You are solely responsible for ensuring that your residential or commercial automation system, including any gates, garage doors, shutters, blinds, windows, doors, locks, alarms, sensors, cameras, access control systems, heating systems, boilers, fireplaces, stoves, water heaters, appliances, leak detectors, flood sensors, shut-off valves, pumps, and other connected devices, is safe, suitable for your intended use, and compliant with all applicable laws, regulations, codes, standards, manufacturer instructions, and insurance requirements in each place where it is used, including in homes, apartments, rental properties, short-let properties, hotels, shops, offices, and other commercial premises.

3.5 You must not use the Licensed Application as the sole or primary means of controlling, monitoring, securing, or receiving alerts for any safety-critical, security-critical, emergency, access-control, fire, intrusion, medical, vulnerable-person, child-safety, or other high-risk function. You must use independent safeguards, warnings, physical checks, manual overrides, and professionally appropriate safety measures.

3.6 Before using the Licensed Application with any device or system that can move, unlock, open, close, arm, disarm, heat, ignite, admit access, deny access, detect leaks, trigger pumps or shut-off valves, or otherwise cause injury, death, unauthorised entry, fire, flooding, or property damage, You must ensure that the underlying third-party system has appropriate fail-safe protections and is correctly installed, configured, and tested. This includes, where relevant, obstacle detection, entrapment protection, force limitation, emergency stop, local alarms, manual override, supervised operation, independent monitoring, and any other safeguards required by law, regulation, code, standard, or the device manufacturer.

3.7 If the Licensed Application is used in the course of a business, trade, craft, or profession, or at any hotel, shop, office, rental property, short-let property, serviced apartment, or other commercial premises, the installer, integrator, customer, site operator, or other person or organisation that selects, installs, configures, administers, or operates the Licensed Application or any connected system is solely responsible, as between that person or organisation and Licensor, for system design, compatibility assessment, device selection, installation, commissioning, configuration, acceptance testing, legal compliance, staff training, user permissions, warnings to end users, local operating procedures, maintenance, and ongoing safe operation.

4. MAINTENANCE AND SUPPORT

4.1 The Licensor is solely responsible for providing any maintenance and support services for this Licensed Application. You can contact the Licensor using the email address listed in the App Store or Play Store listing for this Licensed Application.

4.2 Asarum ltd and the End-User acknowledge that the Services have no obligation whatsoever to provide any maintenance or support services for the Licensed Application.

5. USE OF DATA

You acknowledge that Licensor may access and adjust Your downloaded Licensed Application content and Your personal data, and that Licensor’s use of such material and information is subject to Your legal agreements with Licensor and Licensor’s privacy policy: https://myzendo.com/privacy.

You acknowledge that the Licensor may periodically collect and use technical data and related information about your device, system, application software, and peripherals to provide product support, facilitate software updates, and provide other services to you, if any, related to the Licensed Application. Licensor may also use this information to improve its products or provide services or technologies to you, provided it is in a form that does not personally identify you.

6. USER-GENERATED CONTRIBUTIONS

The Licensed Application does not offer users to submit or post content. We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or in the Licensed Application, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, ‘Contributions’). Contributions may be viewable by other users of the Licensed Application and through third-party websites or applications. As such, any Contributions you transmit may be treated in accordance with the Licensed Application Privacy Policy. When you create or make available any Contributions, you thereby represent and warrant that:

  1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.

  2. You are the creator and owner of or have the necessary licences, rights, consents, releases, and permissions to use and to authorise us, the Licensed Application, and other users of the Licensed Application to use your Contributions in any manner contemplated by the Licensed Application and this Licence Agreement.

  3. You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness or each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Licensed Application and this Licence Agreement.

  4. Your Contributions are not false, inaccurate, or misleading.

  5. Your Contributions are not unsolicited or unauthorised advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.

  6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libellous, slanderous, or otherwise objectionable (as determined by us).

  7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.

  8. Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.

  9. Your Contributions do not violate any applicable law, regulation, or rule.

  10. Your Contributions do not violate the privacy or publicity rights of any third party.

  11. Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or wellbeing of minors.

  12. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.

  13. Your Contributions do not otherwise violate, or link to material that violates, any provision of this Licence Agreement, or any applicable law or regulation.

Any use of the Licensed Application in violation of the foregoing violates this Licence Agreement and may result in, among other things, termination or suspension of your rights to use the Licensed Application.

7. CONTRIBUTION LICENCE

You agree that we may access, store, process, and use any information and personal data that you provide following the terms of the Privacy Policy and your choices (including settings).

By submitting suggestions of other feedback regarding the Licensed Application, you agree that we can use and share such feedback for any purpose without compensation to you.

We do not claim ownership of your Contributions. You retain full ownership of your Contributions and any intellectual property rights or other proprietary rights associated with them. We are not liable for any statements or representations in your Contributions made by you in any area of the Licensed Application. You are solely responsible for your Contributions to the Licensed Application and you expressly agree to release us from any and all responsibility and to refrain from taking legal action against us regarding your Contributions.

8. LIABILITY

8.1 To the maximum extent permitted by applicable law, the Licensed Application is provided on an ‘as is’ and ‘as available’ basis.

8.2 The Licensed Application depends on third-party automation systems, hardware, software, firmware, cloud services, integrations, mobile operating systems, wireless networks, internet connectivity, device settings, permissions, push notification services, location services, geofencing services, presence detection, occupancy detection, schedules, timers, and time-based or event-based triggers that are outside Licensor’s reasonable control. The Licensed Application may also depend on third-party SDKs, APIs, open-source components, dependencies, package registries, build services, hosting providers, and other software supply-chain components. Licensor does not warrant that any command, automation, notification, status update, sensor reading, alert, event log, unlock, lock, opening, closing, arming, disarming, geofence event, presence event, scheduled action, timed action, or other function will be available, timely, secure, accurate, complete, uninterrupted, or error-free, or that it will be executed, prevented, reversed, recorded, or reported exactly as intended.

8.3 To the maximum extent permitted by applicable law, Licensor is not responsible for any loss, damage, cost, claim, or injury arising out of or relating to:

  1. any fault, defect, unsafe condition, incompatibility, misconfiguration, delay, outage, or failure in any third-party automation system, device, hardware, software, firmware, network, cloud service, installer configuration, or integration;

  2. any act or omission by You, members of your household, your guests, occupants, tenants, agents, installers, integrators, monitoring providers, internet or telecoms providers, device manufacturers, or other third parties;

  3. any delayed, missed, intercepted, blocked, duplicated, corrupted, or incorrect command, notification, alert, message, event, or status update;

  4. any accidental, repeated, delayed, unauthorised, mistaken, or unintended opening, closing, locking, unlocking, arming, disarming, activation, deactivation, or other operation of a third-party system or device, whether caused by user input, shared access, automations, scenes, schedules, timers, geofences, presence detection, occupancy detection, integrations, operating system behaviour, connectivity issues, third-party services, or a failure of the underlying system;

  5. any use of the Licensed Application in connection with gates, garage doors, shutters, blinds, windows, doors, locks, alarms, detectors, cameras, access control, fire systems, intruder or burglar alarms, heating systems, boilers, fireplaces, stoves, water heaters, leak detectors, flood sensors, shut-off valves, pumps, appliances, or any other device or system that may cause injury, death, unauthorised access, fire, flooding, or property damage; or

  6. any malware, spyware, ransomware, trojan, malicious code, compromised dependency, compromised third-party SDK, package registry compromise, software supply-chain attack, unauthorised third-party access, or other security incident affecting any third-party system, device, service, integration, component, dependency, or infrastructure outside Licensor’s reasonable control.

8.4 Without limiting Section 8.3, You must not rely on the Licensed Application as the sole or primary means for emergency response, life-safety, security monitoring, fire detection, intruder detection, access control assurance, child safety, vulnerable-person protection, or the prevention of injury, death, property damage, burglary, or other loss.

8.5 Nothing in this Licence Agreement excludes or limits any liability that can't be excluded or limited under applicable law. This includes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, and any other liability that applicable law does not allow Licensor to exclude or limit.

8.6 Subject to Section 8.5, and to the maximum extent permitted by applicable law, Licensor excludes all implied warranties, conditions, guarantees, representations, and other terms that may otherwise apply to the Licensed Application.

8.7 Subject to Section 8.5, and to the maximum extent permitted by applicable law, Licensor will not be liable for any indirect, incidental, special, exemplary, punitive, or consequential loss, or for any loss of profit, loss of revenue, loss of business, loss of goodwill, loss of use, loss of opportunity, loss of anticipated savings, business interruption, corruption or loss of data, or damage to property or equipment arising out of or in connection with the Licensed Application.

8.8 Subject to Sections 8.5 to 8.7, and to the maximum extent permitted by applicable law, Licensor’s total aggregate liability arising out of or in connection with the Licensed Application or this Licence Agreement will not exceed the greater of: (a) the total amount paid by You for the Licensed Application in the twelve (12) months immediately before the event giving rise to the claim; or (b) one hundred pounds sterling (£100).

8.9 If You use the Licensed Application in the course of a business, trade, craft, or profession, You will indemnify and hold harmless Licensor, its affiliates, licensors, and suppliers from and against claims, liabilities, damages, losses, and reasonable costs (including legal fees) arising out of or relating to system design, compatibility assessment, device selection, installation, commissioning, configuration, acceptance testing, staff training, user permissions, end-user warnings, operation, misuse, unsafe use, unlawful use, or failure to maintain any third-party automation system, device, premises, trigger, automation, or integration.

8.10 To the maximum extent permitted by applicable law, no action arising out of or relating to this Licence Agreement may be brought more than one (1) year after the cause of action arose.

9. WARRANTY

9.1 To the maximum extent permitted by applicable law, and except as expressly stated in this Licence Agreement, Licensor does not give any express or implied warranty that the Licensed Application will be uninterrupted, error-free, secure, accurate, reliable, available at any particular time, compatible with any particular third-party system, or fit for any particular purpose.

9.2 In particular, Licensor does not warrant that the Licensed Application will prevent burglary, trespass, fire, flooding, injury, death, or other loss, or that any alert or notification will always be sent, received, or received in time for You or any third party to take action.

9.3 No warranty is provided for issues caused by any third-party system, installation, device, hardware, software, firmware, network, cloud service, integration, mobile operating system, app store service, device settings, permissions, geofencing service, location service, schedules, timers, third-party SDK, open-source component, dependency, package registry, build service, compromised supply chain, malware, spyware, ransomware, trojan, malicious code, inappropriate accessories, unauthorised modification, misuse, or any other matter outside Asarum ltd’s reasonable control.

9.4 If You discover a defect in the Licensed Application, please notify Asarum ltd without undue delay using the contact details in the Contact Information section. If we confirm that the Licensed Application is defective, Asarum ltd may, at its option and to the extent permitted by applicable law, repair the defect, provide a workaround, replace the Licensed Application, or provide any other remedy required by law.

9.5 In the event of any failure of the Licensed Application to conform to any applicable warranty, You may notify the relevant app store operator, and Your purchase price for the Licensed Application may be refunded to You. To the maximum extent permitted by applicable law, the relevant app store operator will have no other warranty obligation in respect of the Licensed Application, and any other losses, claims, damages, liabilities, expenses, and costs attributable to any failure to comply with any warranty will be Licensor’s responsibility only to the extent required by applicable law.

9.6 If You use the Licensed Application in the course of a business, trade, craft, or profession, any claim based on defects expires twelve (12) months after the Licensed Application was made available to You. The statutory limitation periods provided by law apply to consumers.

10. PRODUCT CLAIMS

Asarum ltd and the End-User acknowledge that Asarum ltd, and not the Services, is responsible for addressing any claims of the End-User or any third party relating to the Licensed Application or the End-User’s possession and/or use of that Licensed Application, including, but not limited to:

  1. product liability claims;

  2. any claim that the Licensed Application fails to conform to any applicable legal or regulatory requirement; and

  3. claims arising under consumer protection, privacy, or similar legislation, including in connection with Your Licensed Application’s use of the HealthKit and HomeKit.

11. LEGAL COMPLIANCE

You represent and warrant that You are not located in a country that is subject to a US Government embargo, or that has been designated by the US Government as a country supporting terrorism, and that You are not listed on any US Government list of prohibited or restricted parties.

12. CONTACT INFORMATION

For general inquiries, complaints, questions or claims concerning the Licensed Application, please contact:

Zendo, 2 Bedford Mews, London, N2 9DF, United Kingdom

hello@myzendo.com

13. TERMINATION

The licence is valid until terminated by Asarum ltd or by You. Your rights under this licence will terminate automatically and without notice from Asarum ltd if You fail to adhere to any term(s) of this licence. Upon Licence termination, You shall stop all use of the Licensed Application, and destroy all copies, full or partial, of the Licensed Application.

14. THIRD-PARTY TERMS OF AGREEMENTS AND BENEFICIARY

Asarum ltd will comply with applicable third-party terms of agreement when using the Licensed Application.

In accordance with Section 9 of the ‘Instructions for Minimum Terms of Developer’s End-User Licence Agreement’, Apple, Google, and their subsidiaries are third-party beneficiaries of this End User Licence Agreement and, upon Your acceptance of its terms and conditions, Apple and Google will have the right, and will be deemed to have accepted the right, to enforce this End User Licence Agreement against You as third-party beneficiaries.

15. INTELLECTUAL PROPERTY RIGHTS

Asarum ltd and the End-User acknowledge that, in the event of any third-party claim that the Licensed Application or the End-User’s possession and use of the Licensed Application infringes that third party’s intellectual property rights, Asarum ltd, and not the Services, will be solely responsible for the investigation, defence, settlement, and discharge of any such intellectual property infringement claim.

16. APPLICABLE LAW

This Licence Agreement is governed by the laws of England and Wales, excluding its conflicts of law rules. If You are a consumer and live in a country with mandatory consumer protection laws that apply to You, nothing in this Licence Agreement deprives You of those mandatory protections.

17. MISCELLANEOUS

17.1 If any term of this Licence Agreement is or becomes invalid, the validity of the remaining provisions will not be affected. Any invalid term will be replaced by a valid term that most closely achieves the original commercial purpose.

17.2 Side agreements, changes, and amendments are valid only if made in writing. This requirement may only be waived in writing.

17.3 If You are a consumer, nothing in this Licence Agreement affects any non-excludable statutory rights that apply to You under the law of your usual place of residence.

17.4 If the Licensed Application is provided to You or your organisation under a separate written order form, proposal, statement of work, invoice, subscription agreement, or other business terms with Asarum ltd, those terms will govern the commercial relationship to the extent they address the same subject matter, and will prevail over this Licence Agreement to the extent of any inconsistency, except where app store rules require this Licence Agreement or any part of it to apply.