Product Terms of Service and End User License Agreement

This Product Terms of Service and End User Agreement (this “Agreement”) is a binding agreement between you (“End User” or “you”) and FloLogic, Inc., a North Carolina corporation (the “Company”). This Agreement governs your use of the FloLogic Leak Detection & Auto Water Shutoff System (the “Product”), the FloLogic App and any other available mobile device applications used in connection therewith, whether available through mobile, tablet, browser-based, PC-based, or smart device-based systems and interfaces, (together with all related documentation, the “Application”), and the software and functionality contained in the Product or any other interface device used in connection therewith and related technical information or documentation (collectively, the “Service”, and together with the Product and the Application, the “Covered Products”). This Agreement gives you specific legal rights, and you may have other legal rights in addition, which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under this Agreement will not apply to the extent prohibited by applicable law. 

BY CLICKING THE “AGREE” OR “ACCEPT” BUTTON IF AND WHEN THIS OPTION IS MADE AVAILABLE TO YOU OR ACCESSING OR USING ANY OF THE COVERED PRODUCTS YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER/OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE ANY OF THE COVERED PRODUCTS AND DELETE THE APPLICATION FROM ALL OF YOUR MOBILE DEVICES.

1.                   Use of the Covered Products. To use any of the Covered Products, you must register an account with the Company via the Application or by such other methods permitted by the Company from time to time. By using any of the Covered Products, you agree to: (a) accurately furnish all contact and other information requested by the Company and notify the Company of any change in the information; (b) not use any of the Covered Products in violation of any laws, regulation, or court order, or for any unlawful or abusive purpose; (c) not use any of the Covered Products in any manner unintended by the Company; (d) not use any of the Covered Products in any manner that could harm the Company, its brands, or any other person; and (e) comply with any other reasonable requirements or restrictions requested or imposed by the Company. You shall, at your expense, install the Product at your preferred location. Unless otherwise expressly agreed to by the Company, you represent and warrant that you either have exclusive control or exclusive possession over the property on which the Product and/or the Application is being installed. You represent that you: (i) either have exclusive control or exclusive possession over the real property on which the Product is being installed; (ii) as the owner or the person in possession or control (whether exclusive, or not) of that real property, have the right to install the Product on that real property; or (iii) have permission to install the Product from all persons who occupy that real property or whose consent to install the Product may otherwise be required.

2.                   License Grant . Both the Application and the Service (collectively, the “Software Products”) are licensed, not sold, to you. Pursuant to the terms and subject to the conditions of this Agreement, the Company grants you a limited, non-exclusive, and nontransferable license to:

(a)                Use the Service solely in connection with the Product, which Service may be accessed through the Application;

(b)                 download, install, and use the Application for your personal, non-commercial use on devices owned or otherwise controlled by you (“ Mobile Devices ”) strictly in accordance with this Agreement and the Application’s documentation; and

(c)                access and use on such Mobile Devices the Content and Services (as defined in Section 6 ) made available in or otherwise accessible through the Application, strictly in accordance with this Agreement and the Terms of Use applicable to such Content and Services as set forth in Section 6 .

3.                   License Restrictions . Except as may be expressly permitted by applicable law or expressly authorized by this Agreement, you shall not:

(a)                copy any of the Software Products, except as expressly permitted by this license;

(b)                modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of any of the Software Products;

(c)                reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of any of the Software Products or any part thereof;

(d)                remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any of the Software Products, including any copy thereof;

(e)                rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any of the Software Products, or any features or functionality of any of the Software Products, to any third party for any reason, including by any of the Software Products available on a network where it is capable of being accessed by more than one device at any time;

(f)                 use any robot, spider, or other automatic device, process, or means to access any of the Software Products for any purpose, including monitoring or copying any of the material on any of the Software Products;

(g)                use any manual process to monitor or copy any of the material on any of the Software Products, or for any other purpose not expressly authorized in this Agreement, without the Company’s prior written consent;

(h)                frame, mirror, or otherwise incorporate any of the Software Products or any portion of any of the Software Products as part of any other mobile application, website, or service;

(i)                  use any of the Software Products in any manner that could disable, overburden, damage, or impair any of the Covered Products or interfere with any other party’s use of any of the Covered Products; or

(j)                  remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting any of the Software Products.

4.                   Reservation of Rights . You acknowledge and agree that the Software Products are provided under license, and not sold, to you. You do not acquire any ownership interest or intellectual property rights in any of the Software Products under this Agreement, or any other rights thereto, other than to access and use the Software Products in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. The Company and its licensors and service providers (as applicable) reserve and shall retain their entire right, title, and interest in and to the Software Products, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement. Likewise, the Company and its licensors and service providers (as applicable) reserve and shall retain all intellectual property rights in the Product.

5.                   Collection and Use of Your Information . You acknowledge that when you download, install, or use any of the Covered Products, Company may use automatic means (including, for example, cookies and web beacons) to collect information about your Mobile Devices and about your use of any of the Covered Products. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using any of the Covered Products or certain of their features or functionality. All information we collect through or in connection with the Covered Products is subject to our Product and Mobile App Privacy Policy found at https://www.flologic.com/product-app-privacy-policy/. By downloading, installing, using, and providing information to or through any of the Covered Products, you consent to all actions taken by us with respect to your information in compliance with the Product and Mobile App Privacy Policy. All suggestions, solutions, improvements, corrections, and other contributions (collectively, “Feedback”) you provide regarding any of the Covered Products shall become the sole property of the Company and you hereby assigns all ownership of all Feedback, including all intellectual property rights therein, to the Company. You represent and warrant that you have all rights necessary to provide the Feedback to the Company and make the grant of rights above.

6.                   Content and Services . The Application may provide you with access to Company’s website located at https://www.flologic.com (the “Website”) and products and services accessible thereon (collectively, “Content and Services”). Your access to and use of such Content and Services are governed by the Website’s Terms of Use and Privacy Policy located at https://www.flologic.com/terms-of-use/and https://www.flologic.com/website-privacy-policy/ which are incorporated herein by this reference. Your access to and use of such Content and Services may require you to acknowledge your acceptance of such Terms of Use and Privacy Policy and/or to register with the Website, and your failure to do so may restrict you from accessing or using certain of the Application’s features and functionality. Any violation of such Terms of Use will also be deemed a violation of this Agreement.

7.                   Geographic Restrictions . The Content and Services are based in the state of North Carolina in the United States. You acknowledge that you may not be able to access all or some of the Content and Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Content and Services from outside the United States, you are responsible for compliance with local laws.

8.                   Updates . The Company may from time to time in its sole discretion develop and provide updates to the Software Products, which updates may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that the Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You acknowledge that nothing in this Agreement shall be construed as a commitment by the Company to continue offering any of the Covered Products to you or to anyone else in the future. The Company reserves the right, at any time, to modify, suspend, or discontinue any of the Covered Products or any part thereof with or without notice. You agree that the Company will not be liable to you or to any third party for any modification, suspension, or discontinuance of any of the Covered Products or any part thereof. Based on your Mobile Devices’ settings when your Mobile Devices are connected to the internet either:

(a)                the Application will automatically download and install all available Updates; or

(b)                you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the Software Products or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Software Products and be subject to all terms and conditions of this Agreement.

The Company is not obligated to correct errors or omissions in any of the Covered Products or ensure proper operation with any other products. Although the Company may from time to time provide support for the Covered Products, you acknowledge and agree that the Company has not, and does not thereby, commit to any level of effort or availability.

9.                   Third-Party Materials . The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

10.               Term and Termination .

(a)                The term of Agreement commences on the date you first use any of the Covered Products and shall continue for as long as you own or use any of the Covered Products, unless earlier terminated as provided for in this Section 10.

(b)                You may terminate this Agreement by deleting the Application and all copies thereof from your Mobile Devices and ceasing use of all of the Covered Products.

(c)                The Company may terminate this Agreement at any time without notice if it ceases to support the Covered Products, which the Company may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.

(d)                Upon termination:

(i)                  all rights granted to you under this Agreement will also terminate; and

(ii)               you must cease all use of the Covered Products and delete all copies of the Application from your Mobile Devices.

(e)                Termination will not limit any of the Company’s rights or remedies at law or in equity.

11.               Disclaimer of Warranties . EXCEPT AS EXPRESSLY PROVIDED FOR IN THE COMPANY’S LIMITED WARRANTY, WHICH CAN BE FOUND AT https://www.flologic.com/wp-content/uploads/2023/03/FloLogic-Limited-Warranty-Updated-Feb-2023.pdf THE COVERED PRODUCTS ARE PROVIDED TO END USER “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, EXCEPT AS EXPRESSLY PROVIDED FOR IN THE COMPANY’S LIMITED WARRANTY, THE COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT ANY OF THE COVERED PRODUCTS WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

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.

12.               Limitation of Liability . TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE ANY OF THE COVERED PRODUCTS AND/OR THE CONTENT AND SERVICES FOR:

(a)                PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.

(b)                DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE COVERED PRODUCTS.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

13.               Indemnification . You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your use or misuse of any of the Covered Products, or your breach of this Agreement, including but not limited to the content you submit or make available through the Application , except to the extent such losses or claims are caused by the Company’s gross negligence or willful misconduct.

14.               Export Regulation . The Covered Products may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release any of the Covered Products to, or make any of the Covered Products accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making any of the Covered Products available outside the US.

15.               US Government Rights . The Covered Software is a commercial product, consisting of commercial computer software and commercial computer software documentation, as such terms are defined in 48 C.F.R. § 2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Covered Software as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors.

16.               Reliability of Service. The Covered Products may not be available 100% of the time. The Covered Products are subject to sporadic interruptions and failures for a variety of reasons beyond the Company’s control, including Wi-Fi intermittency and internet service provider downtime, among others. You acknowledge these limitations and agree that the Company is not responsible for any damages allegedly caused by the failure or delay of any of the Covered Products.

17.               Benefits. The Company does not guarantee or promise any specific level of leak detection from the use of any of the Covered Products or any feature of them. Actual leak detection varies with factors beyond the Company’s control or knowledge. You acknowledge that the Covered Products are not certified or appropriate for emergency response. You understand that the Covered Products are not a third-party monitored emergency notification system. The Company will not dispatch emergency authorities in the event of an emergency. In addition, contacting the Company cannot be considered a lifesaving solution for people at risk in the home, and the Company is not a substitute for emergency services. All life threatening and emergency events should be directed to the appropriate response services.

18.               Open Source. Certain items of software included with the Covered Products may be subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software may be owned by third parties. Any Open Source Software is not subject to the terms and conditions of this Agreement. Instead, any item of Open Source Software is licensed under the terms of the end user license that accompanies such Open Source Software. Nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for any Open Source Software. If required by any license for particular Open Source Software, the Company makes such Open Source Software, and the Company’s modifications to that Open Source Software, available by written request to the Company at support@flologic.com

19.               Provider Compliance . You acknowledge and agree that this Agreement is entered into between the Company and yourself only, and not with any mobile application service provider (“ Application Provider ”). The Company is responsible only for the Covered Products. Notwithstanding the foregoing, to the extent that any Application Provider’s terms of service are more restrictive than, or otherwise in conflict with this Agreement, you are responsible for compliance with such Application Provider’s terms of service, in addition to continual compliance with this Agreement. You acknowledge that you have had the opportunity to review any applicable Application Provider’s terms of service and your use of the Covered Products will comply with such terms.

20.               Premium Services . The Company may make certain additional features available with respect to the Covered Products from time to time. Such additional features may be available via a paid subscription or by other means communicated to you from time to time. Your use of such additional features shall be subject to this Agreement and any other agreements entered into between you and the Company with respect to such additional features.

21.               Force Majeure. The Company will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a contract that is caused by an act or event beyond our reasonable control, including without limitation acts of God, strikes, lock-outs or other industrial action by third parties, civil commotion, riot, terrorist attack, war, fire, explosion, storm, flood, earthquake, epidemic or other natural disaster, failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.

22.               Electronic Communications . You are communicating with the Company electronically when you create your account with the Company , use the Services, use the Application, or send the Company an email. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. 

23.               Severability . If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.

24.               Governing Law . This Agreement is governed by and construed in accordance with the internal laws of the State of North Carolina without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or any of the Covered Products shall be instituted exclusively in the federal courts of the United States or the courts of the State of North Carolina in each case located in Guilford County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

25.               Arbitration. At Company’s sole discretion, it may require you to submit any disputes arising from this Agreement or use of any of the Covered Products, including disputes arising from or concerning the interpretation, violation, invalidity, non-performance, or termination of this Agreement, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying North Carolina law.

26.               Limitation of Time to File Claims . ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE COVERED PRODUCTS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

27.               Entire Agreement . This Agreement, our Product and Mobile App Privacy Policy, the Website’s Terms of Use, the Website’s Privacy Policy, our Limited Warranty, and our Terms and Conditions for Online Sale constitute the entire agreement between you and Company with respect to the Covered Products and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Covered Products.

28.               Waiver . No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.

29.               Survival. Those provisions and obligations of this Agreement which by their nature are intended to survive the expiration or termination of this Agreement will survive any expiration or termination of this Agreement.