Terms of Use: Passiv App for Passiv Smart Thermostat

PLEASE READ THESE TERMS OF USE CAREFULLY

WHO WE ARE AND THE LICENCE
1. We, Passiv UK Limited (company register number 12929432) licence you to use:
  1. the Passiv mobile application software for use with the Passiv Smart Thermostat together with the data supplied with the software and any updates or supplements to it (Passiv App); and
  2. the related electronic documentation (Documentation),
  in each case, as permitted by these terms.
2. These terms solely apply to your access to the Passiv App (and associated Documentation) and not any other website, platform or application provided by Passiv which will be subject to different terms.
YOUR PRIVACY
1. Under data protection legislation, we are required to provide you with certain information including who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided in our Privacy Policy and it is important that you read that information.
USING THE PASSIV APP
1. By clicking “accept” on installation of the Passiv App, you confirm that:
  1. if and to the extent that you are using the Passiv App for demo purposes, you agree to these terms; and
  2. if and to the extent that you are using the Passiv App with the Passiv Smart Thermostat:
    1. you have a Passiv Smart Thermostat installed at your home;
    2. as at the point of installation of the Passiv App, you are the occupier of the home you have linked the Passiv App to; and
    3. if you cease to be the occupier in respect of the home you have linked Passiv App to, you will cease to use the Passiv App in respect of that home.
2. The ways in which you can use the Passiv App and the Documentation may also be controlled by the App Store’s and/or Google Play’s rules and policies available at https://www.apple.com/uk/legal/internet-services/itunes/uk/terms.html (in respect of the App Store) and https://play.google.com/about/play-terms/index.html (in respect of the Google Play store) (together, the App Provider ToU) and the App Provider ToU will apply instead of these terms of use where there are inconsistencies between the two.
3. In order to use the Passiv App, your device must comply with the minimum device compatibility requirements as may be set out in the App Provider ToU as updated from time to time or as otherwise communicated to you by Passiv from time to time.
4. It is acknowledged and agreed that termination or expiry of any contract between us and any third party who owns the home that you occupy and have linked the Passiv App to will not automatically terminate your licence to use the Passiv App in accordance with these terms of use.
5. You may only use the Passiv App for:
  1. demo purposes where you may be permitted to test the functionality of the Passiv App without connection to a Passiv Smart Thermostat; or
  2. controlling the Passiv Smart Thermostat,
  (Permitted Use).
6. In return for you agreeing to comply with these terms of use you may:
  1. download or stream a copy of the Passiv App onto your mobile device and view, use and display the Passiv App on such device for your personal purposes only in accordance with your Permitted Use;
  2. use any Documentation to support your Permitted Use; and
  3. receive and use any free supplementary software code or update of the Passiv App incorporating “patches” and corrections of errors as we may provide to you.
SUPPORT FOR THE APP AND HOW TO TELL US ABOUT PROBLEMS
1. If you want to learn more about the Passiv App or have any problems using it, please take a look at our support resources here.
2. If you think the Passiv App is faulty or misdescribed or wish to contact us for any other reason use the contact details available here.
3. If we have to contact you, we will do so by email, using the contact details you have provided to us.
CHANGING THESE TERMS
1. We may need to change these terms to reflect changes in law or best practice or to deal with additional features which we introduce.
2. We will notify you of significant changes when you next start the Passiv App and/or by notifying you by email.
3. If you do not accept the notified changes you may not be permitted to continue to use the Passiv App.
4. From time to time, we may automatically update the Passiv App to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Alternatively, we may ask you to update the Passiv App for these reasons.
5. If you choose not to install such updates or if you opt out of automatic updates you may not be able to continue using the Passiv App.
6. The Passiv App will always work with the current or previous version of the operating system (as it may be updated from time to time).
7. If you download or stream the Passiv App onto any phone or other device not owned by you, you must have the owner’s permission to do so. You will be responsible for complying with these terms, whether or not you own the phone or other device.
DISCLAIMERS
1. The Passiv App may contain links to other independent websites which are not provided by us. Such independent sites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any).
2. You will need to make your own independent judgement about whether to use any such independent sites, including whether to buy any products or services offered by them.
3. Whilst we endeavour to ensure that the information on the Passiv App is correct, we do not warrant or guarantee that it is complete or accurate. We are reliant on communications networks to input data into the Passiv App so data may not always be up to date.
4. We do not guarantee that the Passiv App will be compatible with all hardware and software that you may use.
5. We do not guarantee that the Passiv App will be secure or free from bugs or viruses.
6. You are responsible for configuring your information technology and computer programmes to access the Passiv App. You should use your own virus protection software.
LICENCE RESTRICTIONS
1. You agree that you will:
  1. not rent, lease, sub-license, loan, provide, or otherwise make available, the Passiv App in any form, in whole or in part to any person without prior written consent from us;
  2. not copy the Passiv App or the Documentation except as part of the normal use of the Passiv App or where it is necessary for the purpose of back-up or operational security;
  3. not translate, merge, adapt, vary, alter or modify, the whole or any part of the Passiv App or the Documentation nor permit the Passiv App or the Services or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the Passiv App;
  4. not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Passiv App nor attempt to do any such things, the only exception to this being to the extent permitted by law (sections 50B and 296A of the Copyright, Designs and Patents Act 1988) which prevents such actions being prohibited because they are necessary to decompile the Passiv App to obtain the information necessary to create an independent program that can be operated with the Passiv App or with another program (Permitted Objective), and provided that the information obtained by you during such activities:
    1. is not disclosed or communicated without our prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective;
    2. is not used to create any software that is substantially similar in its expression to the Passiv App;
    3. is kept secure;
    4. is used only for the Permitted Objective; and
  5. comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the Passiv App.
ACCEPTABLE USE RESTRICTIONS
1. You must:
  1. be 18 or over to accept these terms and use the Passiv App;
  2. not use the Passiv App in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Passiv App or any operating system;
  3. not infringe our intellectual property rights (see clause 9.2 for what this means) or those of any third party in relation to your use of the Passiv App, including by the submission of any material (if and to the extent that such use is not licensed by these terms of use);
  4. not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Passiv App;
  5. not use the Passiv App in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
  6. not collect or harvest any information or data from the Passiv App or our systems or attempt to decipher any transmissions to or from the servers running the Passiv App.
INTELLECTUAL PROPERTY RIGHTS
1. All intellectual property rights in the Passiv App and the Documentation throughout the world belong to us (or our licensors) and the rights in the Passiv App are licensed (not sold) to you. You have no intellectual property rights in, or to, the Passiv App nor the Documentation other than the right to use them in accordance with these terms of use.
2. For the purposes of these terms of use, an Intellectual Property Right is a right which is granted (at law) to creators and/or owners of works (e.g., written material, films, computer software) and which result from intellectual creativity. Examples of Intellectual Property Rights of which you may be aware include copyright, trade marks, patents, design rights and moral rights. If you have any questions about intellectual property rights, you should seek appropriate legal advice.
OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
1. We are not responsible for losses you suffer caused by us breaking these terms of use if the loss is:
  1. unexpected, i.e., it was not obvious that it would happen (so, at law, the loss was unforeseeable);
  2. caused by a delaying event outside of our control, provided we take the steps as set out in clause 10.7; or
  3. avoidable, i.e., something you could have avoided by taking reasonable action (e.g., damage to your own digital content or device, which was caused by digital content we supplied and which you could have avoided by following our advice to apply a free update or by correctly following the installation instructions or having the minimum system requirements advised by us).
2. We do not exclude or limit in any way our liability to you where it would be unlawful to do so.
3. If defective digital content that we have supplied damages a device or digital content belonging to you, we will either repair the damage or pay you compensation. However, as set out in clause 10.1.3, we will not be liable for damage that you could have avoided by following our advice.
4. The Passiv App is for domestic and private use only. If you use the Passiv App for any commercial, business or resale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
5. The Passiv App is provided for general information purposes only and it does not offer advice on which you should rely. Although we make reasonable efforts to update the information provided by the Passiv App, we cannot guarantee that it will always be accurate and/or up to date.
6. We recommend that you back up any content and data used in connection with the Passiv App, to protect yourself in case of problems with the Passiv App.
7. If our provision or support for the Passiv App is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event but if there is a risk of substantial delay you may contact us to end your contract with us.
WE MAY END YOUR RIGHTS TO USE THE PASSIV APP IF YOU BREACH THESE TERMS OF USE
1. We may end your right to use the Passiv App at any time by contacting you if you have breached these terms of use in a serious way. If what you have done can be put right, we will give you a reasonable opportunity to do so.
2. If we end your right to use the Passiv App:
  1. you must stop all activities authorised by these terms of use, including your use of the Passiv App; and
  2. you must delete or remove the Passiv App from all devices in your possession and immediately destroy all copies of the Passiv App which you have and, if requested by us, confirm to us that you have done this.
OUR RIGHT TO WITHDRAW THE PASSIV APP
1. We may withdraw the Passiv App at any time for any reason. If we do so, we will give you as much notice as we reasonably can, and in any event at least four weeks’ notice. We will provide this notice through the Passiv App and by email.
2. Once we withdraw the Passiv App, you will no longer be able to use it. Provided we give you notice of our withdrawal of the Passiv App in accordance with this clause 12, we will not have any liability to you arising from the withdrawal.
GENERAL TERMS
1. We may transfer our rights and obligations under these terms of use to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under these terms of use.
2. You may only transfer your rights or your obligations under these terms of use to another person if we agree in writing.
3. Nobody other than us or you can enforce any of these terms of use, and neither we nor you will need to ask anybody else to sign-off on changing them.
4. If a court finds any part of these terms of use of use illegal, the rest will continue in force.
5. Even if we delay in enforcing these terms of use, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms of use, or if we delay in taking steps against you in respect of your breach of these terms of use, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
WHICH LAWS APPLY TO THESE TERMS OF USE AND WHERE YOU MAY BRING LEGAL PROCEEDINGS
1. These terms of use are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.