These Terms and Conditions (“Terms and Conditions”) govern the manner in which you may use and access CoolAutomation’s Services (as defined below) which are available via CoolAutomation’s website and applications.
By clicking the “I Agree” button or otherwise signifying your acceptance, you accept the Terms and Conditions and agree to be bound by their provisions towards Cool Control (S.D.) Ltd (“CoolAutomation” or “we”). In these Terms and Conditions “you” means you, the person who will be using CoolAutomation’s Services.
CoolAutomation reserves the right, in its sole discretion, to modify these Terms and Conditions at any time by posting the modified provisions at https://coolautomation.com/terms-of-use/ , and you shall be responsible for reviewing and becoming familiar with any such modifications. Please note that any such modifications shall become effective immediately upon posting. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, DO NOT ACCESS AND USE ANY PART OF THE SERVICES.
CoolAutomation provides an application which connect through a proprietary cloud based platform (the "Cloud"), to CoolAutomation's proprietary hardware device (the "Device") that is integrated with a customer's HVAC system, for controlling and monitoring such HVAC system (respectively, the “Service” and the "System"). Users who register for the Services using an account allocated to them by an administrator, service provider (such as technician), place of employment, home-owner or other administrator (“Administrator”) will become members of their Administrator’s control and monitoring group.
The Services are available only to individuals who (i) can form legally binding contracts under applicable law, and (ii) are authorized to use the Services pursuant to their Administrator’s procedures and policies (if any). You hereby warrant that you have the authority to enter into these Terms and Conditions, and that your use of the Service is authorized and compatible with your Administrator’s procedures and policies.
If you are accepting these Terms on behalf of an Administrator, you represent and warrant that: (i) you have full legal authority to bind the Administrator to these Terms; and (ii) you agree, on behalf of the party that you represent, to these Terms and Conditions. In such case, any reference these Terms and Conditions shall be binding on the Administrator, and any reference to "you" shall refer to you and to the Administrator. If you don't have the legal authority to bind the applicable Administrator entity, you may not accept these Terms and the Administrator may not use the Service.
CoolAutomation may (i) change, suspend or discontinue the Services (or any part thereof) at any time, including the availability of any feature, content or data, without notice or liability; (ii) offer alternative and/or additional Services to certain Users, that may not be offered to general Users.
We reserve the right at any time to charge fees for access to any part of the Service that are now free. All new fees, if any, will be posted prominently on the Service website and in other appropriate locations.
Administrator; Other Permissions
Please note that the Administrator has administrative control over your account, and members of the Administrator, have ability to view and delete data and activities of the Users, monitor Users' accounts, manage Users' accounts and monitor and control their Systems. In addition, in some cases, you may grant such permissions to third parties, such as Technicians ("Super Users"). The Administrator and the Super Users, and any party on their behalf, are solely responsible for their activity and for compliance with applicable laws, and CoolAutomation shall not have any responsibility or liability in that respect.
If you are an Administrator or a Super User, you are solely liable and responsible for (i) any of your acts or omissions towards the Users; (ii) maintaining the confidentiality of the password and Administrator or Super User accounts; (iii) designating those individuals who are authorized to access the Administrator or Super User accounts; (iv) compliance with applicable law.
You agree that we are not responsible to the internal management or administration of the Service.
CoolAutomation reserves the right to refuse User’s registration or to block User’s access to the Services, at its sole discretion. The User is solely responsible for the activity that occurs on the User's account, and must keep the account credentials secured. The User must notify CoolAutomation immediately of any breach of security or unauthorized use of his/her account.
Our order form may be completed and placed in various ways, among which, online form or in-product screens or any other offline form delivered by you to CoolAutomation, including via mail, email or any other electronic or physical delivery mechanism. The Service is provided on a subscription basis for the term specified in your order form (the “Subscription Term” and the “Subscription Plan”, respectively, and collectively the “Subscription”).
In consideration for the provision of the Service, you shall pay us the applicable fees per the purchased Subscription, as set forth in the applicable order form (the “Fees”). Unless indicated otherwise, Fees are stated in US dollars. You hereby authorize us, either directly or through our payment, to charge such Fees via your selected payment method, upon the due date. Unless expressly set forth herein, the Fees are non-cancelable and non-refundable. We reserve the right to change the Fees at any time, upon notice to you if such change may affect your existing subscriptions.
In order to ensure that you do not experience any interruption or loss of services, your Subscription shall include an automatic renewal by default, according to which, unless cancel your Subscription at least 14 days prior to its expiration, your Subscription will automatically renew upon the end of the applicable Subscription Term, for a renewal period equal in time to the original Subscription Term (excluding extended periods) and, unless otherwise notified to you, at the same price (subject to applicable taxes changes and excluding any discount or other promotional offer provided for the previous Subscription Term). Accordingly, unless either you or us cancel the Subscription prior to its expiration, we will automatically charge you the applicable Subscription Fees upon or prior to the expiration of the Subscription Term.
All orders are final. Billing for our payment programs is ongoing, until terminated by you at least 14 days before the next billing cycle. Upon such termination, the services purchased will be available to you until the end of the current cycle. Amounts paid to us are not refundable, unless required by mandatory law. If we are unable to charge our fees through your approved payment means, we may, in addition to other remedies, suspend or terminate the services granted to you.
Credit card details may be needed to complete an order, and the service will be available to you following successful completion of billing. You will be notified accordingly. You authorize us to continue to charge your credit card or any replacement card upon the beginning of each billing period for the agreed amount of such period, but failure to charge your card does not limit your payment obligation.
After your subscription is canceled, you won't be able to access the subscription features, or any content, data and information stored in your account.
All fees charged hereunder are, except where otherwise explicitly stated, exclusive of all taxes. You acknowledge and agree that you will bear and be responsible for all applicable taxes and other governmental charges imposed on it with respect to this Agreement, if any. Your payment obligation is not subject to any lien, withholding or set off. Failure to timely pay any fees due is grounds for termination or suspension of the services provided, without prejudice to other remedies. Prices are subject to change with respect to new billing periods, provided that notice is given at least 30 days in advance. No refund or protection is given in case of price decrease or promotional offering. In case of a service becomes permanently unavailable during a billing period, you will be entitled to a pro-rata refund. In all other cases, claims for refund are excluded.
Delinquent payments may bear compounded interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. You will be responsible for all reasonable expenses (including attorneys' fees) incurred by us in collecting such delinquent amounts.
Payments are being processed by a third party in its exclusive responsibility. We will not be liable for the actions and omissions of such third party provider. Your use of payment processing service may be subject to terms and conditions posted within, adjacent to or linked to the payment process. You hereby authorize the payment processor to provide data and information to us. We are free to replace the payment processor service from time to time or process payments ourselves.
Intellectual Property and License
Subject to these Terms and Conditions and to CoolAutomation's agreement with the Administrator, CoolAutomation grants you a limited, non-transferable, non-exclusive, non-assignable, non-sub-licensable personal license to access and use the Service for non-commercial use, for as long as your account is active and CoolAutomation's agreement with your Administrator is in effect (if applicable), provided that you are in full compliance with these Terms and Conditions. Except as expressly provided herein, no other rights or licenses, expressed or implied, are granted to you by CoolAutomation with respect to the Services, including any proprietary information, patent, copyright, trademark, trade secret, or other intellectual property right, whether registered or not.
All right, title and interest in the Services and the Device and any materials provided by CoolAutomation to you, and any development or derivative thereof, including without limitation, all copyrights, trade secrets, and other intellectual property rights pertaining thereto shall remain vested in CoolAutomation and its licensors and these Terms and Conditions do not convey to you any interest in or to the Services or the Device, except for a limited right of use as set forth herein, terminable in accordance with these Terms and Conditions.
All photos, texts, scripts, designs, graphics, logos, audios, videos, songs, interactive features, trademarks, service marks, trade names and other content (“Content”) used, displayed, included, incorporated, uploaded, posted or published by CoolAutomation or other third parties, as part of the Services (other than User Content (as such term is defined below)), are the sole property of CoolAutomation and/or its licensors (“CoolAutomation’s Content”), subject to copyright and other intellectual property rights under applicable laws, and you may not use, download, distribute and/or copy them, in whole or in part, without the prior written permission of CoolAutomation or any relevant third party. For the sake of clarity, you may not copy, reproduce, modify, publicly display, publicly perform, publish, distribute sell, license, rent, transfer, reproduce, create derivative works based on, or exploit in any way, CoolAutomation’s Content or any part thereof.
If you send CoolAutomation feedback or suggestions regarding the Services, such feedback and suggestions shall become CoolAutomation’s property and you acknowledge that CoolAutomation may use them at its sole discretion, without any obligation to compensate you in any manner for such feedback or suggestions.
If CoolAutomation believes that the Service, or any part thereof, may so infringe, then CoolAutomation may in its sole discretion: (i) obtain (at no additional cost to you) the right to continue to use the Service; (ii) replace or modify the allegedly infringing part of the Service so that it becomes non-infringing while giving substantially equivalent performance; or (iii) if CoolAutomation determines that the foregoing remedies are not reasonably available, then CoolAutomation may require that use of the (allegedly) infringing Service (or part thereof) shall cease and in such an event you shall receive a prorated refund of any fees paid for the unused portion of the subscription term. THIS SECTION STATES COOLAUTOMATION’S SOLE AND ENTIRE LIABILITY AND YOUR AND YOUR EXCLUSIVE REMEDY, FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION BY COOLAUTOMATION AND/OR ITS SERVICES AND UNDERLYING TECHNOLOGY.
Third Party Materials
The Services may contain software or other materials provided by third parties (including "open source" software) ("Third Party Materials"). The license terms, copyright notices and available source code with respect to Third Party Materials can be found at https://coolautomation.com/support/. Use of such Third Party Materials shall be governed by the license agreements specific to each such Third Party Material, provided, however, that in addition to any terms and conditions of any third party software license as set forth in the abovementioned webpage, and without derogating from such terms, the disclaimer of warranty and limitation of liability set forth herein shall apply to all software. If the Software contains any software provided by third parties not noted in the abovementioned webpage, the restrictions contained in these Terms and Conditions shall apply to all such third party software providers and third party software as if they were CoolAutomation and the Software, respectively. By using the Services, you agree to the licenses that apply to any Third Party Materials.
Prior to installing any part of the Services, you may be required to install additional third party software, if such third party software is not already installed on your hardware or devices. This third party software is separate and independent of the Services. The use of such software is not governed by these Terms and Conditions, and shall be governed only by the license agreements specific to such software, to which CoolAutomation is not a party. No legal relationship shall be formed between CoolAutomation and a User with respect to such third party software. IN NO EVENT SHALL COOLAUTOMATION BE LIABLE FOR ANY DAMAGE CAUSED BY SUCH SEPARATE AND INDEPENDENT THIRD PARTY SOFTWARE. SUCH SOFTWARE IS PROVIDED "AS IS", WITHOUT ANY WARRANTY BY COOLAUTOMATION.
Reporting of Violations
CoolAutomation does not permit violation or third party rights, breaches of these Terms and Conditions or infringement of intellectual property rights. To file a violation notification, please send a written communication to email@example.com and we will follow with additional instructions.
You may not, and may not permit or aid others to: (i) use the Service and the Device for any purpose other than the purpose explicitly permitted by CoolAutomation, including, without limitation, for monitoring any space other than standard residential or office space; (ii) copy, alter, translate, emulate, create derivative works based on, or reproduce the Service or the Device; (iii) publish, sell, distribute, assign, pledge or transfer (by any means), display, sublicense, rent, lease or otherwise share the rights granted under these Terms; (iv) reverse engineer, de-compile, modify, revise or disassemble the Service or the Device or any part thereof, emulate or create derivative works thereof, or extract source code from the object code of the Service or the Device, or access the Service or the Device in order to build a competing product or service; (v) use the Service or the Device in any manner that is illegal, immoral, or not authorized by these Terms and Conditions; or (vi) grant access to the Service or the Device to third parties or attempt to do so or purport to be entitled to do so, except as required for the use of the Service; (vii) engage in any activity that interferes with or disrupts the Service (or the servers and networks which are related to the Service); (viii) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or its third party providers’) infrastructure; (ix) bypass any measures we may use to prevent or restrict access to the Service or the Device and/or take any action intended to circumvent or disable the operation of any security feature or measure of the Service or the Device; (x) provide any information if you do not own or have permission to use such information; (xi) access the Service or the Device via any means other than through the interface provided by us, or via automated means, including by crawling, scraping, caching or otherwise (except as may be the result of standard search engine protocols or technologies used by a search engine with our express consent); (xii) disrupt the use of other users or otherwise act in a manner that negatively affects other users’ ability to engage using the Service or the Device.
CoolAutomation may terminate or suspend your license, account and access to the Services (or any part thereof) immediately, without prior notice or liability, if you breach, or fail to comply with, any of the provisions contained in these Terms and Condition. All the provisions of these Terms and Conditions which by their nature should survive termination (including, without limitation, ownership provisions, warranty disclaimers, indemnification obligations and limitations of liability) shall remain in full force and effect following termination thereof, for any reason whatsoever. Termination of these Terms and Conditions shall not relieve you from any obligation arising or accruing prior to such termination or limit any liability which you otherwise may have to CoolAutomation.
Without derogating from our termination rights above, we may decide to temporarily suspend your account (including any access thereto) and/or the Service, in the following events: (i) we believe, in our sole discretion, that you or any third party, are using the Service in a manner that may impose a security risk, may cause harm to us or any third party, and/or may raise any liability by us or any third party; (ii) we believe, in our sole discretion, that you or any third party, are using the Service in breach of these Terms and Conditions or applicable laws; (iii) the payment obligations under your account, in accordance with these Terms and Conditions, are or are likely to become, overdue. The afore-mentioned suspension rights are in addition to any remedies that may be available to us in accordance with these Terms and Conditions and/or applicable law.
CoolAutomation may collect, use and publish Anonymous Information (defined below), and disclose it to its third party service providers, inter alia to provide, develop improve and publicize the CoolAutomation's Service. You hereby grant CoolAutomation full access to such Anonymous Information. “Anonymous Information” means information about use of the Service, the Device or the System which does not enable identification of an individual, such as aggregated and analytics information about use of the Service.
Warranty and Disclaimer; Limitation of Liability
The Service provides certain data, information and analyses, which are all provided for information purpose only, and not as an advice. We accept no responsibility or liability in contract, tort, negligence, breach of statutory duty or otherwise for any inconvenience, loss, damage, costs or expenses whatsoever incurred or suffered by anyone as a result of any information contained in or provided by the Service (unless such liability may not be excluded or limited as a matter of law, and in such case, our liability will be limited to the maximum extent permitted by law).
YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AVAILABILITY, SECURITY, COMPATIBILITY OR NON-INFRINGEMENT, AS TO THE SERVICE, OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED IN THE SERVICE. WE MAKE NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES, OR THAT ANY INFORMATION OR DATA OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY OR IMPOSE ANY LIABILITY NOT EXPRESSLY STATED IN THE TERMS. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR SYSTEMS OR ELECTRONIC DEVICE OR LOSS OF DATA, OR ANY OTHER LOSS OR DAMAGE THAT RESULTS FROM YOUR USE OF THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THEREFORE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES.
IN NO EVENT SHALL COOLAUTOMATION, ITS SHAREHOLDERS, DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES BE LIABLE TOWARDS YOU, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, INDIRECT OR OTHER DAMAGES, INCLUDING LABOR COSTS, LOSS OR CORRUPTION OF DATA OR INFORMATION, LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF BUSINESS INFORMATION, PURE ECONOMIC LOSS, OR LOSS OF USE OR PECUNIARY LOSS, IN CONNECTION WITH OR ARISING OUT OF THESE TERMS AND CONDITIONS, THE SERVICES OR YOUR USE OF OR INABILITY TO USE THE SERVICES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY (WHETHER BASED ON BREACH OF CONTRACT, WARRANTY, TORT, NEGLIGENCE, EQUITY, PRODUCT LIABILITY, OR OTHERWISE), AND REGARDLESS OF WHETHER COOLAUTOMATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORESEEABLE.
YOU SPECIFICALLY AGREE THAT COOLAUTOMATION IS NOT RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE FOR ANY UNLAWFUL, EXPLICIT OR OTHERWISE OBJECTIONABLE CONDUCT OF ANY OTHER PARTY ON OR THROUGH THE SERVICE, OR FOR ANY INFRINGEMENT OR VIOLATION OF YOUR RIGHTS BY ANY OTHER PARTY, INCLUDING, WITHOUT LIMITATION, PRIVACY RIGHTS.
TO THE EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ALL DIRECT CLAIMS, DAMAGES AND LOSSES (WHETHER IN CONTRACT, TORT OR OTHERWISE), INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICE IN THE SIX MONTHS PRECEDING THE CAUSE OF THE CLAIM.
THIS SECTION DOES NOT LIMIT OUR LIABILITY FOR DEATH OR BODILY INJURY OF A PERSON CAUSED BY OUR NEGLIGENCE IN JURISDICTIONS IN WHICH SUCH LIABILITY MAY NOT BE EXCLUDED BY APPLICABLE LAW.
Your use of the Service constitutes your agreement to defend, indemnify, and hold harmless CoolAutomation and its affiliates, officers, directors, employees and agents from and against any and all claims, damages, obligations, liabilities, loss, reasonable expense or costs (collectively, “Losses”) incurred as a result of (i) your use or misuse of the Service; (ii) or the use or misuse of contents of the Service by a third party even if using your password; (iii) if you are accepting these Terms on behalf of an Administrator or a Super User – (a) the use or misuse of the Service by any person or entity related to the Administrator or Super User, (b) any claim of by any person or entity related to the applicable organization or entity, or (c) any of your users’ violation of these Terms and Conditions or applicable laws. This Indemnification section of the Terms survives termination of your account with the Service or of your use of the Service.
Use of the Services by Children
The Services are intended for the general audience and is not directed to children under the age of 18. By accessing or using our Services, you certify you are at least 18 years old. Children under the age of 18 may NOT access or use our Services.
The Service may be subject to foreign export controls, laws and regulations (the “Export Controls”), and you acknowledge and confirm that: (i) you are not located or use, export, re-export or import the Service (or any portion thereof) in or to, any person, entity, organization, jurisdiction or otherwise, in violation of the Export Controls; and (ii) you are solely responsible for complying with applicable Export Controls which may impose additional restrictions, prohibitions or requirements on the use, export, re-export or import of the Services.
WHERE PERMITTED UNDER APPLICABLE LAWS, YOU AND COOLAUTOMATION AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and CoolAutomation agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.
Neither us nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, interruption or failure of the internet or any utility service, failures in third-party hosting services, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
These Terms and Conditions and its performance shall be governed by the laws of the State of Israel, without regard to conflict of laws provisions that would result in the application of the laws of any other jurisdiction. The parties hereto submit the exclusive jurisdiction to the courts of Tel-Aviv-Jaffa.
CoolAutomation may assign at any time any of its rights and/or obligations hereunder to any third party without User’s consent.
These Terms and Conditions will also govern any future upgrades or updates or new releases provided by CoolAutomation in connection with the Services, unless any such upgrades or updates are accompanied by a separate license, in which case the terms of that separate license will govern.
In the event that a court of competent jurisdiction finds any provision of these Terms and Conditions to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect, and such provision shall be reformed only to the extent necessary to make it valid, enforceable and legal.
The failure of CoolAutomation to enforce any right or provision in these Terms and Conditions will not constitute a waiver of such right or provision unless acknowledged and agreed by CoolAutomation in writing.
If you have any questions or queries about these Terms and Conditions or our Services in general, please do not hesitate to contact us via e-mail or postal mail , to addresses published under https://coolautomation.com/contact-us/.