End user license agreement for Eaton smart connected wi-fi wiring devices product and services

LAST UPDATED: December 16, 2021

This End User License Agreement (the “Agreement”) governs your use of the Product software (the “Product Software”), as supplied to you by Eaton Corporation.

When this Agreement uses the terms “Eaton”, “we” or “our” we are referring to Eaton Corporation.  When this Agreement uses the terms “you”, “your”, or “user”, we are referring to the person who is operating the device on which the Product Software is deployed, whether as an Installed Software or an Online Service (each as defined below).

By selecting “I have read and agree to the Terms & Conditions” (or other option indicating acceptance), you agree to the terms of this Agreement. Your right to use the Product Software is expressly conditioned on your acceptance of this Agreement.

Please read this Agreement and keep a copy for your records. This Agreement includes important information to help you understand what rights you will receive, and what we need from you in order to meet our commitments to you.]

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1.       DEFINITIONS

1.1.    Documentation means any user guides or other documents that Eaton makes available to you to assist with your use of the Product Software.

1.2.    Installed Software means any portion of the Product Software that consists of software installed on a device that you own or operate. Examples include a downloadable app that you install on your mobile electronic device, or as software or firmware that is embedded in hardware that Eaton supplied.

1.3.    Original Device means your device on which the Product Software is first installed, whether as a downloadable app, as preinstalled by Eaton on hardware that Eaton supplied, or otherwise.

1.4.    Online Service means any portion of the Product Software that we make available to you via a hosted service. Examples include a hosted service that you may access via a web browser, or services that we host and which an Installed Software may call through a communications network.

1.5.    Product License has the meaning stated in Section 2.1 below.

1.6.    Subscription has the meaning stated in Section 2.2 below.

2.       YOUR LICENSE RIGHTS

2.1.    Installed Software. To the extent that the Product Software is an Installed Software, Eaton grants you a limited, non-exclusive license to use the Installed Software for your personal purposes, subject to the terms of this Agreement (the “Product License”). The Product License will persist so long as you continue to own or operate the Original Device and comply with the terms of this Agreement, unless earlier terminated according to Section 9 below.

2.2.    Online Service. To the extent that the Product Software is an Online Service, Eaton grants you a limited, non-exclusive license to access the Online Service for your personal purposes, subject to the terms of this Agreement (the “Subscription”). The Subscription will persist so long as you continue to comply with the terms of this Agreement pay the applicable service fees, unless earlier terminated according to Section 9 below.

2.3.    Service Changes.  We reserve the right to change or discontinue any feature or component of the Product Software. You agree that your obligations are neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written comments that we may make with respect to future functionality or features. Eaton is not liable to you or to any third party for any update, change, suspension or discontinuance of any feature or component of the Product Software.

3.       REQUIRED EQUIPMENT AND OTHER CONDITIONS ON YOUR USE OF THE PRODUCT SOFTWARE

3.1.    Equipment and Communication Systems.  You are responsible for obtaining, installing, maintaining and operating all hardware, software and communication network access necessary to access and use the Product Software. You are also responsible for all fees associated with Internet and/or mobile data services. We do not guarantee that the Product Software will be compatible with all computing devices, Internet browsers, or other hardware and/or software. You are responsible for ensuring that Product Software system meets any applicable technical requirements that we may establish for use of the Services.

3.2.    Network Limitations.  There may be delays, limitations and other problems inherent in the use of the Internet and wireless communication technologies. Eaton is not responsible for any delays, failures or other damages resulting from such problems. Also, you should be aware that Internet transmissions are never completely private or secure. Any message or information that you send to or via the Product Software may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

3.3.    Updates.  Eaton is not obligated to provide updates to the Product Software. However, Eaton may provide updates to you from time to time. If so, you agree to install or allow automatic installation of all updates that correct substantial defects, or that provide security patches or bug fixes, or which Eaton otherwise designates as a required update. Eaton reserves the right to determine the timing and content of software updates, which may be automatically downloaded and installed without your notice. If you chose to not install an update or if you opt out of automatic updates, you may not be able to continue using the Product Software.

4.       RESTRICTIONS

4.1.    Transfer Restrictions. You must not:

4.1.1. transfer the Product License to any other party, other than to a party to whom you transfer the Original Device and who also accepts the terms of this Agreement, in which case you agree that you will cease all use of the Product Software;

4.1.2. transfer the Subscription to any other party; or

4.1.3. allow any third party to use your Subscription to access the Online Service.

4.2.    Use Restrictions.  You must not:

4.2.1.  license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Product Software, whether in whole or in part, or any content displayed on the Product Software;

4.2.2. decompile, modify, make derivative works of, disassemble, reverse compile or reverse engineer, or attempt to derive the source of code of any part of the Product Software;

4.2.3. copy, distribute, republish, download (other than as permitted by Section 2.1), display, post or transmit the whole or any part of the Product Software in any form or by any means, except as expressly permitted in this Agreement;

4.2.4. install or use the Product Software on multiple devices or in multiple locations beyond the permitted scope of your Product License or Subscription without purchasing additional rights from Eaton;

4.2.5. interfere with or disrupt the use of the Online Service by any other user;

4.2.6. use the Product Software in such a manner as to gain unauthorized entry or access to the computer systems of others;

4.2.7. if the Product Software requires a license key or a user credential, transfer your license key or user credential to others, or use the Product Software without the license key or user credential; 

4.2.8. use the Product Software with any third party hardware and/or software not approved by Eaton;

4.2.9. access or view the Product Software in order to build a similar or competitive product or service to the Product Software;

4.2.10.    use the Product Software in any way that is unlawful, fraudulent or deceptive;

4.2.11.    use the Product Software to intercept data or other communications that are not intended for you;

4.2.12.    use the Product Software to transmit, or procure the sending of, any unsolicited or unauthorized advertising, promotional material, chain letters, mass mailings or any other form of similar solicitation (spam) or of any material that is illegal, offensive, abusive, indecent, defamatory, obscene, menacing or in breach of proprietary rights, confidence, privacy or any other right, or is injurious to third parties;

4.2.13.    use the Product Software to harvest or otherwise collect by any means any program material or any information whatsoever (including without limitation email addresses or other personal details of other users);

4.2.14.    attack the Product Software via a denial of service attack, or misuse the Product Software by knowingly or recklessly introducing viruses, Trojans, worms, logic bombs, harmful data or other materials which is malicious or harmful; or

4.2.15.    create liability for us or our affiliates, distributors or service providers, or cause us to lose (in whole or in part) the services of any of our service providers; or

4.3.    If you violate any of the restrictions above, then you agree that, in addition to any other remedies available to us, we have the right to enjoin your actions via injunctive relief.

5.       HOW WE USE YOUR DATA

5.1.    The Product Software may use location data sent from your devices. If you use the Product Software, you consent and agree that Eaton, our affiliates and our licensees may collect, transmit, retain, process and use your location data to provide and improve our products and services. Where applicable, you can turn off this functionality at any time by turning off the location services settings for the Product Software on the device.

5.2.    How we may use and disclose your personally identifiable information is addressed in the Privacy Statement for the Product Software, which is linked here www.eaton.com/wifismartprivacy .You agree that all information and content that you may provide to Eaton, and data regarding your use of the Product Software, is provided to Eaton on a non-proprietary and non-confidential basis. You agree that Eaton has a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display any information or data for the purpose of operating and/or marketing any products or services rendered, and that Eaton may share such information and data with others.

6.       FEES

6.1.    Where applicable, we may charge you fees for access to the Product Software, as provided in Appendix. You agree to pay all fees and charges, within the agreed upon billing period, including taxes, incurred through your account at the rates in effect for the billing period in which such fees and charges are incurred, including but not limited to, charges for any products or services offered for sale through the Product Software by Eaton (such fees, charges and taxes shall collectively be referred to as “Fees”).

6.2.    Installed Software. Your use of any Installed Software may be contingent on your payment of Fees in full for the Product License and, if the Original Device is supplied by Eaton, payment of Fees in full for the Original Device.

6.3.    Online Service. Your use of any Online Service may be contingent on your payment in full of the applicable Subscription Fees. If you do not pay the applicable Subscription Fees when due, then we may terminate your Subscription.

6.4.    Modifications.  We reserve the right to change the amount of, or basis for determining, any Fees, effective upon notice to you, whether by direct communication or through the Product Software.

7.       WARRANTIES; LIMITATIONS

7.1.    Performance Warranty.  Eaton represents and warrants that the Product Software will substantially perform in accordance with its published specifications, provided that it is not modified, altered or used in combination with other software or hardware with which it was not intended to be combined. This warranty will endure: (i) with respect to an Installed Software, for the term of the equipment warranty that accompanied the Original Device; and (ii) with respect the Online Service, for the period during which you pay the applicable Subscription Fees.

7.2.    Remedy.  In the event of a breach of the warranty provided in Section 7.1, Eaton will use commercially reasonable efforts to remedy the issue. The remedy set forth in this paragraph constitutes Eaton’s sole liability, and your exclusive remedy, in the event of a breach of warranty.

7.3.    Disclaimer.  Except for the express limited warranty set forth in Section 7.1 and to the extent allowed by applicable law, Eaton disclaims all other warranties, whether express, implied, statutory or otherwise, including implied warranties of merchantability, fitness for a particular use or purpose and non-infringement, and those arising from a course of dealing or usage of trade. Eaton does not warrant, guarantee or make any representations that any Product Software will be error-free or provide uninterrupted use.

7.4.    Third Party Links.  The Product Software may contain links to third party websites, applications or other services (“Third Party Links”). Third Party Links are not under Eaton’s control. Eaton disclaims all liability and responsibility for any Third Party Links. Your use of any Third Party Link is at your own risk and is subject to the terms and conditions of the applicable third party.

8.       INDEMNIFICATION; LIMITATION ON LIABILITY.

8.1.    Indemnification. You agree to indemnify, defend, and hold harmless Eaton and our officers, directors, employees, affiliates, distributors, agents, authorized representatives, business partners, and respective successors and assigns (the “Indemnified Parties”) from and against any and all claims, losses, damages, or costs and expenses (including reasonable legal fees) that any of the Indemnified Parties incur relating to or arising from any claim or demand from a third party that relates to your: (a) breach of this Agreement; (b) infringement, misappropriation or any violation of the rights of any other party from use of the Product Software in violation of this Agreement; (c) violation or non-compliance with any applicable law, rule, guidelines, acts, decrees, orders or regulations; (d) use, alteration or export of the Product Software (or any component thereof) in violation of this Agreement; and (e) the use of the Product Software by you or any person using your account.

8.2.    Control of Defense.  Eaton reserves the right to assume the defense and control of any claims or actions subject to indemnification by you and all negotiations for its settlement or compromise, and you agree to fully cooperate with Eaton upon request.

8.3.    Limitation of Liability.  In no event shall Eaton nor affiliates, distributors or representatives be liable for any loss or damages arising out of or in connection with your use, inability to use or reliance on any services, functions /or content offered through or from the Product Software. To the extent permitted by law, Eaton’s total liability for any reason to you relating to the Product Software is limited to the amount that you paid to Eaton for your use of the Product Software during the one-year period that immediately preceded your claim.

9.       TERMINATION

9.1.    Termination for Convenience. You may terminate this Agreement at any time by providing notice to Eaton using the address listed in Section 11 below. Amounts that you have prepaid will not be refunded if you terminate for convenience.

9.2.    Termination for Cause. Eaton may terminate this Agreement at any time if you breach any term of this Agreement. To the extent that the Product Software includes an Online Service, Eaton will notify you via the Online Service prior to termination and Eaton may, at its option, provide you with a brief period to remedy the breach. To the extent that the Product Software includes an Installed Software, Eaton will attempt to notify you prior to termination but cannot guarantee that its attempt will reach you. Amounts that you have prepaid will not be refunded if we terminate for cause.

9.3.    Suspension of Services.  Eaton may suspend or terminate any portion of the Online Service. Eaton will notify you via the Online Service prior to termination. If Eaton terminates or suspends an Online Service, Eaton will refund any Subscription fees you may have prepaid to cover dates that extend beyond the date of termination.

9.4.    Effect of Termination. Upon termination of this Agreement must cease all use of the Product Software. We may remotely access your devices and remove the Product Software from them.

9.5.    Survival. Sections 8, 9.4, 10.2, 10.4 and 12, along with any payment obligations that you have not fulfilled at the time, will survive any termination of this Agreement.

10.   INTELLECTUAL PROPERTY; CONFIDENTIAL INFORMATION  

10.1. Eaton’s Intellectual Property. You agree that this Agreement does not transfer any patent, copyright, trademark or other intellectual property right from Eaton to you. All right, title and interest in and to any intellectual property in or relating to the Product Software remains solely with Eaton and its licensors.

10.2. Eaton’s Right to Use Feedback.  You may provide suggestions, comments or other feedback (“Feedback”) relating to the Product Software. By providing Feedback, you agree that Eaton, its affiliates, distributors successors and assigns are free to use, disclose, reproduce, license or otherwise distribute and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind.

10.3. Documentation. You may print or make copies of the Documentation as you may reasonably need to use the Product Software. Such copies must be used only for your internal business purposes. You must not modify or create derivative works from the Documentation. 

10.4. Confidential Information.  All information provided via the Product Software is Eaton’s confidential information. You agree to protect Eaton’s confidential information, using the same degree of care used to protect your own confidential or proprietary information, but in any case, using no less than a reasonable degree of care. You agree to only use Eaton’s confidential information for the purposes of obtaining the benefit set out in this Agreement and for no other purpose. You agree not to use or disclose Eaton’s confidential information without the prior written consent of Eaton. You agree not to otherwise disclose such information to any third party without the prior written consent of Eaton. 

11.   HOW TO CONTACT EATON 

11.1. Any questions regarding this Agreement should be directed to Eaton at:

Eaton
Attn: IP Law Group
1000 Eaton Boulevard
Mail Code 4N
Cleveland, OH 44122

11.2. Any questions regarding the Product Software should be directed to Eaton at:

Customer Service Contact Information:
Phone: 877-386-2273
Email:  BLSupport@eaton.com

11.3. For California Consumers:

11.3.1.    In compliance with California Civil Code §1789.3, if you reside in California you have the right to contact Eaton with any complaints or to seek additional information. You may do so by emailing Eaton at dataprotection@eaton.com.

11.3.2.    If you reside in California and have any questions or complaints about the use of the Eaton provided Product Software you may also contact: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs through writing at 400 R Street, Suite 1080, Sacramento, CA 95814, or by telephone at (916) 445-1254 or (800) 952-5210. Hearing impaired persons may call (916) 928-1227 or (800) 326-2297 via TTY device. For further details, please visit https://www.dca.ca.gov/about_us/contactus.shtml. 

11.3.3.    You acknowledge and agree that this Section 11.3 only applies to you if and when you reside in California.

12.   GOVERNING LAW; DISPUTES

12.1. Ohio Law and Venue.  You agree that this Agreement and all disputes, claims, actions, suits or other proceedings arising under it will be governed by, and construed in accordance with, the law of the State of Ohio. You irrevocably submit to the sole and exclusive jurisdiction of the courts of Ohio or the Federal courts of the Northern District of Ohio. You irrevocably consent to the exercise of personal jurisdiction by such courts and waive any right to plead, claim or allege that Ohio is an inconvenient forum.

12.2. Time Limit. You agree that you must initiate a cause of action for any claim(s) arising out of or relating to this Agreement and its subject matter within one (1) year from the date when you knew, or should have known after reasonable investigation, of the facts giving rise to the claim(s).

13.   REGULATORY MATTERS

13.1. Export Laws.  The Product Software and Documentation are subject to export laws of various countries (“Export Laws”). You agree that you will not submit the Product Software, Documentation or parts of any of these to any government agency for licensing consideration or other regulatory approval without the prior written consent of Eaton, and that you will not export, re-export or import any Product Software or Documentation to countries, persons or entities prohibited by any applicable Export Law. You represent and warrant that you are not located within an embargoed nation and that you are not otherwise prohibited under the Export Laws from receiving access to or using the Product Software or Documentation. You are responsible for complying with all applicable Export Laws.

13.2. US. Government Agencies.  If you are an agency of the U.S. Government, the Product Software is a "commercial item" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation", as such terms are used in 48 C.F.R. § 12.212, and is provided to the U.S. Government only as a commercial end item. Consistent with 48 C.F.R. § 12.212 and 48 C.F.R. §§ 227.7202-1 through 227.7202-4, all U.S. Government End Users acquire the Product Software with only those rights set forth herein. Contractor/manufacturer is Eaton Corporation, 1000 Eaton Boulevard, Cleveland, Ohio 44122.

14.   OTHER TERMS

14.1. Third Party Services.  Some portions of the Product Software may incorporate services or systems that we obtain from third parties. Third party components in the Product Software are not licensed or warranted under the terms of this Agreement, but are instead subject to any license arrangements between Eaton and any such third parties. We may make the relevant portions of those terms available to you for review, either through a direct communication or via the Product Software.

14.2. Open Source Software. Some components of the Product Software may contain, be provided with, or link to other software that is that are subject to an open source license. To the extent there are any conflicts between the terms of this Agreement and any open source license with respect to such components, the terms of the open source license shall govern your use of those components.

15.   MISCELLANEOUS

15.1. Amendments to this Agreement.  Eaton may modify this Agreement at any time upon written notice to you, whether by direct communication to you, when you next login to the Product Software, by posting on an Eaton website, or otherwise. Your continued use of the Product Software will constitute your acceptance of the amended Agreement.

15.2. Integration.  If any term of this Agreement is found to unenforceable or invalid, that term will be enforced to the maximum extent permissible and the remaining provisions of the Agreement will remain in full force and effect, and an enforceable term will be substituted reflecting our intent as closely as possible.

15.3. No Waiver. If Eaton fails to enforce a term of this Agreement, that is not a waiver of Eaton’s right to do so later. No failure or delay by Eaton to exercise any right or enforce any obligation shall be construed as a waiver of that right.

15.4. Entire Agreement.  This Agreement (and any associated order form, applicable Privacy Policy, and other agreements referenced in this Agreement) constitutes the entire and exclusive agreement between you and Eaton with respect to the Product Software. This Agreement and supersedes and replaces any other prior or contemporaneous agreements, or terms and conditions.