SOFTWARE END USER LICENSE AGREEMENT
THIS SOFTWARE END USER LICENSE AGREEMENT (“THIS AGREEMENT”) IS A LEGAL AND BINDING AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR AN ENTITY) AND PHILIPS LIGHTING B.V., A DUTCH LIMITED LIABILITY COMPANY, with ITS PRINCIPAL OFFICE AT HIGH TECH CAMPUS 45, 5656 AE EINDHOVEN, THE NETHERLANDS ("PHILIPS LIGHTING/We"). THIS AGREEMENT GIVES YOU THE RIGHT TO USE HUE SYNC SOFTWARE (THE “SOFTWARE”) INCLUDING USER DOCUMENTATION IN ELECTRONIC FORM WHICH MAY HAVE BEEN PROVIDED SEPARATELY OR TOGETHER WITH A PHILIPS LIGHTING PRODUCT (THE “PRODUCT ”) OR MADE AVAILABLE AT WWW.PHILIPS-HUE.COM. BY DOWNLOADING, INSTALLING OR OTHERWISE USING THE SOFTWARE, YOU ACCEPT AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD, INSTALL OR OTHERWISE USE THE SOFTWARE.
BY ACCEPTING THE TERMS OF THIS AGREEMENT, YOU HEREBY ACKNOWLEDGE THAT YOU ARE LEGALLY AUTHORIZED TO ENTER INTO THIS AGREEMENT AND BE BOUND BY ITS TERMS.
IF YOU ARE NOT THE END USER AND ARE INSTALLING THIS SOFTWARE ON BEHALF OF THE END USER, YOU WARRANT AND REPRESENT THAT YOU ARE AUTHORIZED TO ACT ON BEHALF OF THE END USER AND TO ACCEPT AND BIND THE END USER TO THE TERMS OF THIS AGREEMENT INCLDUING ADHERENCE AND COMPLIANCE TO THIS AGREEMENT.
1. Grant of License. This Agreement grants you a non-exclusive, nontransferable, non-sub licensable license to install and use, on a device or a PC, as applicable, one (1) copy of the specified version of the Software in object code format as set out in the user documentation. The Software is "in use" when it is loaded into the temporary or permanent memory (i.e. RAM, hard disk, etc.) of the PC or the device. You agree to use the Software only as intended by Philips Lighting and comply with any other reasonable requirements or restrictions requested or imposed by Philips Lighting, described in more detail on the website www.philips-hue.com. If you experience any discomfort at any time during the use of the Software due to the light synchronizations or combinations, please discontinue using the Software.
2. Ownership. The Software is licensed and not sold to you. This Agreement grants you only the right to use the Software, but you do not acquire any rights, express or implied, in the Software other than those specified in this Agreement. Philips Lighting and its licensors retain all right, title, and interest in and to the Software, including all patents, copyrights, trade secrets, and other intellectual property rights incorporated therein. The Software is protected by copyright laws, international treaty provisions, and other intellectual property laws. Therefore, other than as expressly set forth herein, you shall not copy the Software without prior written authorization of Philips Lighting, except that you may make one (1) copy of the Software for your back-up purposes only. You shall not copy any printed materials accompanying the Software, nor print more than one (1) copy of any user documentation provided in electronic form, except that you may make one (1) copy of such printed materials for your back-up purposes only.
3. License Restrictions. Except as provided otherwise herein, you shall not, and shall not permit any third party to (a) rent, lease, sublicense, sell, assign, loan, or otherwise transfer the Software or any part thereof (b) reverse engineer, decompile, or disassemble the Software, except to the extent that applicable law expressly prohibits the foregoing restriction, (c) remove or destroy any product identification, copyright notices, or other proprietary markings or restrictions from the Software, (d) modify or adapt the Software, merge the Software into another program or create derivative works based upon the Software, (e) use the Software in violation of any laws, regulation or court order, or for any unlawful or abusive purpose, (f) use the Software in any manner that could harm Philips Lighting, its service providers, or any other person, (g) republish, reproduce, distribute, display, post or transmit any part of the Software, (h) perform an action with the intent of introducing to the Products or Software viruses, worms, defects, trojan horses, malware or any items of a destructive nature or disabling the Products, Software or other end users’ devices and (i) to circumvent or attempt to tamper with the security of or disable any of the Products or Software or other end user devices. All titles, trademarks, and copyright and restricted rights notices shall be reproduced on your back up copy of the Software.
4. Open Source Software. (a) This software may be accompanied by components that are subject to Open Source Terms, as stated in the documentation accompanying a device; such components are only subject to their own license conditions and this Agreement does not apply to such components. (b) Your license rights under this Agreement do not include any right or license to use, distribute or create derivative works of the Software in any manner that would subject the Software to Open Source Terms. "Open Source Terms" means the terms of any license that that require as a condition of use, modification and/or distribution of a work, the making available of source code or other materials preferred for modification, and/or the granting of permission for creating derivative works, and/or the reproduction of certain notices or license terms in derivative works or accompanying documentation, and/or the granting of a royalty-free Intellectual Property license to any party.
5. Termination. This Agreement shall be effective upon installation or first use of the Software and shall terminate (i) at the discretion of Philips Lighting, due to your failure to comply with any term of this Agreement; or (ii) if any fee charged by Philips Lighting for continued use is not paid in due time; or (iii) upon destruction of all copies of the Software and related materials provided to you by Philips Lighting hereunder. Philips Lighting’s rights and your obligations shall survive the termination of this Agreement. You shall either remove or irretrievably delete the Software from your devices and return the Software and any copies thereof and documentation relating thereto to Philips Lighting at your own expense immediately upon the termination of this Agreement.
6. Upgrades. Philips Lighting may, at its sole option, make upgrades to the Software available by general posting on a website or by any other means or methods. Such upgrades may be made available pursuant to the terms of this Agreement or the release of such upgrades to you may be subject to your acceptance of another agreement. We encourage you to keep visiting the website regularly to check for any updates and upgrades and in case of mandatory updates you are advised to immediately update /upgrade your Software.
7. Support Services. Philips Lighting is not obligated to provide technical or other support (“Support Services”) for the Software. If Philips Lighting does provide you with Support Services, these will be governed by separate terms to be agreed between you and Philips Lighting.
8. Feedback. If you submit a comment, suggestion or any other material (“Feedback”) to Philips Lighting related to the Product or Software (excluding any illegal content), you hereby assign all ownership in and to such Feedback to Philips Lighting, and acknowledge that We will be entitled to use and implement any such Feedback in any manner without restriction, and without any obligation of confidentiality, attribution or compensation to you, or you agree to grant Philips Lighting a license to use such Feedback without any restrictions to the extent the foregoing is deemed ineffective. You also agree to waive your moral rights in such Feedback.
9. NO WARRANTY. PHILIPS LIGHTING, ITS AFFILIATES AND ITS LICENSORS PROVIDES THE SOFTWARE AND THE USER DOCUMENTATION ON AN “AS IS” AND “WITH ALL FAULTS” BASIS AND DO NOT WARRANT THAT THE SOFTWARE WILL OPERATE ERROR FREE OR UNINTERRUPTED, OR WILL MEET YOUR REQUIREMENTS. YOU ASSUME ALL RESPONSIBILITIES FOR SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PHILIPS LIGHTING, ITS AFFILIATES AND ITS LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ACCURACY OR COMPLETENESS OF RESULTS WITH RESPECT TO THE SOFTWARE AND THE ACCOMPANYING MATERIALS. THERE IS NO WARRANTY AGAINST INFRINGEMENT.
10. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PHILIPS LIGHTING AND ITS AFFILIATES AND LICENSORS SHALL HAVE NO LIABILITY FOR ANY DAMAGES INCURRED AS A RESULT OF YOUR USE OF THE SOFTWARE OR USER DOCUMENTATION. IN ANY EVENT WE ARE NOT LIABLE FOR AMOUNTS EXCEEDING THE FEES PAID BY YOU IN CONNECTION WITH THE SOFTWARE. IF ANY LIMITATION ON REMEDIES, DAMAGES OR LIABILITY IS PROHIBITED OR RESTRICTED BY LAW, PHILIPS LIGHTING SHALL REMAIN ENTITLED TO THE MAXIMUM DISCLAIMERS AND LIMITATIONS AVAILABLE AT LAW.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
11. YOUR WARRANTY AND INDEMNITY. YOU REPRESENT AND WARRANT, AND GUARANTEE THAT YOU AND THE END USER (IF APPLICABLE ON WHOSE BEHALF YOU ENTERED INTO THIS AGREEMENT) WILL USE THE SOFTWARE IN COMPLIANCE WITH THIS AGREEMENT AND APPLICABLE LAWS AND REGULATIONS. YOU UNDERSTAND THAT THE SOFTWARE WILL SYNC THE HUE LIGHTS ACCORDING TO THE CONTENT YOU ARE VIEWING ON YOUR SCREEN AND YOU AND THE END USER (IF APPLICABLE ON WHOSE BEHALF YOU ENTERED INTO THIS AGREEMENT) WARRANT THAT YOU HAVE LEGITIMATE RIGHT TO ACCESS/VIEW SUCH CONTENT AND OPERATE THE SOFTWARE TO SYNC THE HUE LIGHTS ACCORDING TO THE CONTENT. YOU AGREE THAT YOU AND THE END USER (IF APPLICABLE ON WHOSE BEHALF YOU ENTERED INTO THIS AGREEMENT) SHALL FULLY INDEMNIFY, DEFEND AND HOLD HARMLESS PHILIPS LIGHTING AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, LICENSORS AND AGENTS, AND ANY OTHER SERVICE PROVIDER THAT FURNISHES SERVICES TO YOU IN CONNECTION WITH THE SOFTWARE, FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES AND EXPENSE (INCLUDING ATTORNEYS’ FEES) ARISING FROM OR RELATED TO YOUR USE OR MISUSE OF THE SOFTWARE, OR BREACH BY YOU OF ANY OF THE PROVISIONS OF THIS AGREEMENT OR APPLICABLE LAWS, RULES AND REGULATIONS. PHILIPS LIGHTING RESERVES THE RIGHT, AT YOUR SOLE EXPENSE, TO ASSUME THE EXCLUSIVE DEFENCE AND CONTROL OF ANY CLAIM, ACTION OR PROCEEDING OR ANY OTHER MATTER FOR WHICH YOU ARE TO INDEMNIFY PHILIPS LIGHTING OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS AND YOU AGREE TO FULLY COOPERATE WITH PHILIPS LIGHTING AT ITS REQUEST.
12. Trademarks. Certain of the product and Philips Lighting names used in this Agreement, the Software, and the user documentation may constitute trademarks of Philips Lighting, its licensors or other third parties. This license does not provide you any authorization to use any such trademarks.
13. Export Administration. You agree that you will not directly or indirectly, export or re-export the Software to any country for which the United States Export Administration Act, or any similar United States’ or EU or any EU Member State’s law or regulation requires an export license or other government approval, unless the appropriate export license or approval has first been obtained. By downloading or installing the Software you agree to abide by this export provision.
14. Governing law. This Agreement is governed by the laws of your country of residence, without reference to its conflict of laws principles. Any dispute between you and Philips Lighting regarding this Agreement shall be subject to the non-exclusive jurisdiction of the courts of your country of residence.
If you are a user located in US, then the following section applies to you. To the fullest extent permitted by law, this Agreement shall be construed, interpreted and governed, and the relations of the parties shall be determined, in accordance with the substantive laws of the State of New York without regard to its conflict of laws principles. The applicability of the United Nations Convention on Contracts for the International Sale of Goods, and any other laws that direct the application of the laws of any other jurisdiction, are expressly disclaimed and are thus excluded.
15. General. This Agreement contains the entire agreement between you and Philips Lighting and supersedes any prior representation, undertaking or other communication or advertising with respect to the Software and user documentation. Your purchase of any Product is governed by the terms of sale of that Product. In addition, notwithstanding anything to the contrary herein, you are aware and agree that Philips Lighting may, at its sole discretion, amend, modify, add or remove, any and all of the terms of this Agreement, by either making available such changes on a website or providing you with notice to that effect, at Philips Lighting's sole discretion. By continuing the use of the Software you agree to any and all amendments up to such use. If you do not agree to an amendment, you must immediately cease to use and access the software and this Agreement shall immediately terminate. If any part of this Agreement is held invalid, the remainder of this Agreement will continue in full force and effect. This Agreement will not impair any statutory warranty rights or other statutory rights you have as a consumer in your country of residence.