Universal Remote Control Software License Agreement
Complete Control Programming (CCP) Software
PLEASE READ THIS SOFTWARE LICENSE AGREEMENT (“LICENSE”) CAREFULLY BEFORE USING YOUR COMPLETE CONTROL PROGRAMMING (“CCP”) SOFTWARE. BY USING THE CCP SOFTWARE YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE.
This License agreement is made and entered into as between Universal Remote Control, Inc., a New York corporation (“URC”) and User (as defined below) as of the date of the registration with URC on URC Dealer Portal (urcportal.com) (“Effective Date”) and governs use of the CCP Software.
THIS LICENSE SETS FORTH THE ENTIRE AGREEMENT BETWEEN USER AND URC AND SUPERSEDES ALL PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT TO URC’S CCP SOFTWARE. ELECTRONIC ACCEPTANCE CLICK OF THIS AGREEMENT REPRESENTS TERMINATION BY THE PARTIES OF ANY PRIOR AGREEMENTS WITH RESPECT TO URC’S CCP SOFTWARE WHICH ARE HEREBY TERMINATED AND DEEMED OF NO FURTHER FORCE OR EFFECT.
This agreement is made in Harrison, New York, United States.
2.1 With regard to Consumer End Users: the CCP Software is licensed, not sold. Subject to the terms and conditions of this License, URC grants to Consumer End User, a personal, non-exclusive, non-transferable, non-assignable license to use the CCP Software and URC Documentation in connection with URC Equipment, conditioned upon the purchase and installation of URC Equipment by the Consumer End User through an Authorized URC Dealer, and registration by the Consumer End User with URC by or before the CCP Cutoff Date for consumer CCP Software access with CCP Credentials.
2.2 With regard to Professional End Users: the CCP Software is licensed, not sold. Subject to the terms and conditions of this License, URC grants to Professional End User, a personal, non-exclusive, non-transferable, non-assignable license to use the CCP Software and URC Documentation in connection with URC Equipment, conditioned upon the registration with URC of the Authorized URC Dealer with which the Professional End User is affiliated.
2.3 To the extent that any open source computer code is incorporated in the CCP Software, the terms of the applicable open source software license apply as well to the open source content and nothing in this License shall restrict User’s rights as to such open source content only.
2.4 Installation by the User of any and all Updates to the CCP Software made available by URC subsequent to the Effective Date is required as a condition to this License.
3.1 This License does not transfer any right, title, or interest in and to the CCP Software or URC Documentation, except as to the limited rights granted to User as expressly provided for by this License.
3.2 User shall not copy, reproduce, or transmit the CCP Software or URC Documentation in any form.
3.3 User shall not, directly or indirectly: (a) sell, rent, lease, sublicense, lend, allow access to, or otherwise make available, the CCP Software or URC Documentation to any other entity or person; (b) make modifications to, or generate any derivative work or computer program from, the CCP Software or the URC Documentation, (c) distribute, charge, or receive any fee for access or use of the CCP Software or URC Documentation; or (d) copy, reverse engineer, reverse compile, disassemble, decompile, or otherwise manipulate/convert, develop a modified or derivative of the CCP Software or URC Documentation or attempt to derive information from such.
3.4 The provisions of this License are in addition to and not in lieu of the protections available to URC under applicable law, such as patent, copyright, and trade secret laws.
3.5 URC reserves all rights to inventions, patents, and copyrights and other proprietary rights as well as all computer programs in any way relating to the CCP Software or URC Documentation, under any and all local, state, provincial, or federal laws, rules, and regulations.
3.6 User shall not use the URC Equipment, CCP Software, or URC Documentation for any unlawful/illegal purposes.
3.7 User may not use the URC Equipment, URC Software, or URC Documentation in any manner where such are reasonably expected to cause injury or damage.
3.8 User shall not circumvent any security measures of the CCP Software or cause any configuration on the physical or virtual environment of the CCP Software to prevent full functionality of the CCP Software and/or communication between the CCP Software with URC servers and/or to prevent update of the CCP Software.
3.9 User acknowledges that the laws and regulations of the United States may restrict export independent of the contractual limitations set forth in this License, and that the CCP Software and URC Documentation shall not be exported by User in violation of any export provisions of the United States. User acknowledges that the laws and regulations of countries other than the United States may restrict import independent of the contractual limitations set forth in this License, and that the CCP Software and URC Documentation shall not be imported by User to any country without the prior written consent of URC. User warrants and represents to URC that User is not an ineligible party under any applicable law, regulation, or rule.
- USER RESPONSIBILITIES & REPRESENTATIONS
4.1 Consumer End User is informed and acknowledges that the CCP Software is intended only for professional use, and that the CCP Software requires significant training and expertise to properly operate. URC does not provide technical assistance or support to Consumer End Users for use of the CCP Software, and installation and use of the CCP Software is strictly at the risk of Consumer End User only.
4.2 URC shall not be responsible for any damage caused to URC Equipment as a result of installation or use of the CCP Software by User.
4.3 User shall be solely responsible for back-up of all data, computer systems, and computer programs which may be affected by the installation and use of the CCP Software.
4.4 Professional End User shall ensure that it is at all times educated and trained with up-to-date materials in the proper use and operation of the CCP Software and URC Documentation and that the CCP Software and URC Documentation are used as intended by URC.
4.5 User may not use the URC Equipment, CCP Software, or URC Documentation in any manner where such are reasonably expected to cause injury or damage.
4.6 User is responsible for complying with all rules, regulations and laws relating to the use of the URC Equipment, CCP Software and URC Documentation.
4.7 User agrees that the URC Equipment and CCP Software may permit User and others to access, use, view, and/or interact with third party content such as music, movies, games, internet sites, and the like, and that User and such other persons or entities are solely responsible to strictly comply with the terms and conditions imposed by such third party content providers and that under no circumstances shall URC have any responsibility under this License as to such activities, or otherwise.
4.8 Consumer End User agrees that Authorized URC Dealers are not an employee, agent, partner, or joint venture of URC and are independent entities. Such URC Authorized Dealers may not legally bind URC in any way or make any commitments on the part of URC. URC is not responsible for any acts or omissions of such URC Authorized Dealers. URC is not a party to any agreement between Consumer End User and URC Authorized Dealers. Any dispute between Consumer End User and a URC Authorized Dealer are to be resolved between Consumer End User and such other party.
- WARRANTIES AND DISCLAIMERS
5.1 EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE URC EQUIPMENT, CCP SOFTWARE AND URC DOCUMENTATION ARE SUPPLIED “AS IS” WITHOUT ANY WARRANTY, EXPRESS, STATUTORY, OR IMPLIED, OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, URC EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. URC DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE URC EQUIPMENT OR THE CCP SOFTWARE, THAT THE FUNCTIONS CONTAINED IN THE URC EQUIPMENT OR THE CCP SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE USE OR OPERATION OF THE URC EQUIPMENT OR CCP SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE URC EQUIPMENT, CCP SOFTWARE, OR THE URC DOCUMENTATION WILL BE CORRECTED. NO URC DEALER, AGENT, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATION, EXTENSION, OR ADDITION TO THIS DISCLAIMER OF WARRANTY.
5.2 THE WARRANTY LIMITATIONS AND WARRANTY DISCLAIMERS OF THIS LICENSE MAY NOT APPLY TO USER IN WHOLE OR IN PART, WHERE SUCH ARE RESTRICTED OR EXCLUDED BY APPLICABLE LAW AND SUCH SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
- LIMITATION OF LIABILITY
6.1 IN NO EVENT SHALL URC BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND OR LOSS OF PROFITS OR BUSINESS OPPORTUNITY, EVEN IF URC IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.2 IN NO EVENT SHALL URC BE LIABLE FOR LOSS OF OR DAMAGE TO DATA, COMPUTER SYSTEMS OR COMPUTER PROGRAMS.
6.3 URC’S LIABILITY, IF ANY, FOR DIRECT DAMAGES OF ANY FORM SHALL BE LIMITED TO ACTUAL DAMAGES, NOT IN EXCESS OF AMOUNTS PAID BY USER FOR THE URC EQUIPMENT.
6.4 IN NO EVENT SHALL URC BE LIABLE FOR ANY EVENTS BEYOND ITS CONTROL, INCLUDING ANY INSTANCE OF FORCE MAJEURE INCLUDING GLOBAL PANDEMIC.
6.5 IN NO EVENT SHALL URC BE LIABLE FOR THE ACTS OR OMISSIONS OF USER OR ANY THIRD PARTY.
6.6 THE LIMITATIONS OF LIABILITY OF THIS LICENSE MAY NOT APPLY TO USER IN WHOLE OR IN PART, WHERE SUCH ARE RESTRICTED LIMITED OR EXCLUDED BY APPLICABLE LAW AND SUCH SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
- SOFTWARE LIMITATIONS
7.1 THE CCP SOFTWARE IS NOT INTENDED FOR USE IN THE OPERATIONS OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, MEDICAL DEVICES OR OTHER EQUIPMENT IN WHICH THE FAILURE OF THE CCP SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. YOU ACKNOWLEDGE THAT THE CCP SOFTWARE IS NOT CERTIFIED FOR EMERGENCY PURPOSE AND SHOULD NOT BE USED FOR THIS PURPOSE. URC DOES NOT MONITOR EMERGENCY NOTIFICATIONS, AND IS NOT RESPONSIBLE FOR DISPATCHING EMERGENCY SERVICES TO YOUR HOME.
- U.S. GOVERNMENT USERS
8.1 The CCP 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,” and is being licensed to U.S. Government end users (a) only as Commercial Items, and (b) with only those rights as are granted to all other eligible Users pursuant to the terms and conditions of this License.
9.1 All content, information and data delivered by URC to User, including, but not limited to the CCP Software and URC Documentation are proprietary and confidential to URC (“Confidential Information”). User agrees to protect the Confidential Information and not to distribute, disclose, or allow access to the Confidential Information, to any other entity or person, without the prior written consent of URC. User agrees not to use Confidential Information, except as expressly authorized by this License.
9.2 Information and materials of User are given to URC on a non-confidential basis, except where User and URC, have signed a separate non-disclosure agreement relating to such.
- END USER REGISTRATION
10.1 To maintain the license granted herein, User is required to comply with any registration procedure or updates thereto established by URC. It is User’s responsibility to keep informed of such registration requirements as reasonably provided by URC and to maintain compliance with any such registration requirements.
- CONSENT TO USE OF DATA
11.1 URC may, at any time and from time to time, run certain computer programs included with the CCP Software or otherwise, including diagnostic programs, for all physical and virtual environments of User associated with the CCP Software and the URC Equipment. Such computer programs may involve certain data generating and transmitting attributes which are limited solely to the CCP Software and URC Equipment. Data derived from such computer programs may include, but is not limited to, information such as IP address, device type, operating system version and type, CCP Credentials, and unique device identifiers to detect and prevent fraud and help URC improve the CCP Software and services. By installing and using the CCP Software, User acknowledges and consents to URC, its affiliates’, agents’, principals’, and licensors’, transmission, collection, maintenance, processing, and use of this data as described above.
- THIRD PARTY CONTENT & INSTALLATION
12.1 User acknowledges that any third party content accessed via the URC Equipment or the CCP Software remains the property of the applicable third parties and URC has neither editorial control over it nor distribution rights.
12.2 URC DOES NOT SPONSOR OR ENDORSE ANY THIRD PARTY CONTENT.
12.3 URC HAS NO RESPONSIBILITY, OBLIGATION OR LIABILITY FOR ANY THIRD PARTY CONTENT OR THIRD PARTY SERVICES.
12.4 URC HAS NO RESPONSIBILITY, OBLIGATION OR LIABILITY RELATED TO THE INSTALLATION OF THE CCP SOFTWARE WHETHER SUCH IS INSTALLED BY A URC AUTHORIZED DEALER OR IS USER SELF INSTALLED OR OTHERWISE.
12.5 RC HAS NO RESPONSIBILITY, OBLIGATION OR LIABILITY FOR ANY INTERFACES BETWEEN URC CONTENT AND THIRD PARTY CONTENT ACCESSED OR MODIFIED BY THE URC EQUIPMENT OR CCP SOFTWARE.
- TERM AND TERMINATION
13.1 This License shall continue until terminated. Either party may terminate this License for any reason at any time. The rights granted to User to use the CCP Software and URC Documentation will automatically terminate without notice from URC upon violation of any terms of this License. Upon such termination, User must stop using the CCP Software and URC Documentation and remove any copies of the CCP Software in User’s possession or control.
13.2 Termination will result in deactivation and/or deletion of any CCP Credentials associated with User without notice.
13.3 The provisions of this License which by their nature are intended to survive the termination of this License shall so survive it. Without in any way limiting the generality of the foregoing the following provisions shall survive the termination of this License: the provisions of sections 3, 4, 5, 6, 7, 9, 11, 12.
13.4 URC makes no representation about the future availability of the CCP Software or any Updates and shall not be liable for any unavailability or removal of the CCP Software or Updates. URC shall have no responsibility to provide maintenance or support services with respect to the CCP Software or URC Documentation.
- INTELLECTUAL PROPERTY INDEMNIFICATION
14.1 URC will defend and indemnify User from any actual damages incurred by User arising from a bona fide claim by a third party in the United States that the URC Equipment, CCP Software, or URC Documentation infringes any valid United States patent or United States copyright existing as of the Effective Date or misappropriates any valid trade secret protected under applicable United States law, provided that User shall give prompt written notice to URC of any such claim, User fully cooperates with URC in the defense of any such claim, and URC is granted by User the sole authority, at URC’s election, to defend or to settle the matter, including but not limited to: (1) obtaining the right of continued use; or (2) replacing or modifying the URC Equipment, URC Software, and/or URC Documentation to avoid such claim.
14.2 The foregoing shall not apply to claims arising from intellectual property rights outside of the United States, use of the CCP Software not contemplated by URC, modifications not performed by URC, alterations to meet the specifications of User, or use in combination with any products or services not provided by URC, including Third Party Content.
14.3 This Section states the entire liability of URC and User’s sole and exclusive remedies against URC, for any intellectual property right infringement claims.
- GOVERNING LAW & DISPUTE RESOLUTION
15.1 This License shall be governed by, and construed in accordance with, the internal laws of the State of New York, excluding its conflict of laws/choice of laws principles. Without diminishing the applicability or effect of the below arbitration clause, User consents to the jurisdiction of the state and federal court having jurisdiction for Westchester County, New York State.
15.2 Any action or claim brought in connection with this License or the rights and obligations under it, including if a claim is or is not arbitrable shall be settled before a single arbitrator in New York City in accordance with the Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction. Each party, by entering into this License to arbitrate, expressly waives: (i) its rights to proceed in any court having jurisdiction over any and all claims, (ii) its rights to a jury trial, (iii) its rights to have any federal or state statutory claims heard in court, and (iv) participation in any class action. The arbitrator will be selected from a panel of persons having experience with and knowledge of electronic computers and the computer business. The arbitrators will have no authority to award damages not measured by the prevailing party’s actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of this License. Either party, before or during any arbitration, may apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests pending completion of the arbitration proceedings. In any arbitration of any action or claim is brought by either party to this License against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable and actual attorneys’ fees and expenses of such action.
15.3 User waives any objection on the basis of forum non-convenience as to the jurisdiction and arbitration provisions in this License. User waives any right it may have to participate in any class action by virtue of the arbitration provision in this License. User waives any right it may have to a jury trial.
- GENERAL PROVISIONS
16.1 User may not assign this License or any rights or obligations under it. URC may assign this License and any of its rights or obligations hereunder, in whole or in part. URC may subcontract any of its obligations under this License in whole or in part.
16.2 The failure by any party to exercise any right or remedy provided herein shall not be deemed a waiver or forfeiture of any such right or remedy.
16.3 URC shall be excused from performance and shall not be liable for any delay caused by force majeure only for so long as such condition prevails. These contingencies include, but are not limited to, war, sabotage, insurrection, riot or other act of civil disobedience, labor disturbance or shortage, act of public enemy, failure or delay in transportation, act of any government affecting the terms hereof, global pandemic, accident, fire, explosion, flood, severe weather, or other act of God.
16.4 For the avoidance of doubt, Article 2 or 2A of the Uniform Commercial Code, the U.N. Convention of Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act shall not apply to this License.
16.5 This License may be delivered to End User in electronic form. This License may be delivered to User in printed form by URC as part of packaging materials. A copy of this License may be included in any owner’s manual(s) provided by URC. A copy of this License may be included on any internet website maintained by URC, including, the internet sites known as www.mytotalcontrol.com or www.universalremote.com. Any electronic execution by User by way of any “check the box,” “click through,” “I agree,” or other affirmative indication shall be in addition to the legally binding effect upon User of this License by virtue of use of the CCP Software. URC and User agree that this License may be stored in electronic form.
16.6 If any provision of this License is judicially found invalid, void, or unenforceable, unless such provision(s) materially affects the entire intent and purpose of this License, the balance of this License shall remain in effect. To the extent permitted by applicable law, a valid and enforceable construction shall be given to such invalid, void, or unenforceable provision, as to most closely reflect the commercial intent of the parties expressed in this License.
16.7 The headings in this License are for reference and convenience only and shall not be used in construing this License.
16.8 This License and any documents duly incorporated herein constitute the entire agreement and understanding between the parties with respect to its and their subject matter and may not be contradicted by evidence of any prior or contemporaneous oral or written agreement. This License supersedes and nullifies any proposal, oral or in writing, previously made by URC. No amendments or modifications of this License may be made, except in writing signed by a duly authorized representative of URC.
16.9 In the event of any conflict between this License and the terms of any other document with respect to the CCP Software, the terms of this License shall control.
16.10 The official language of this License and any document referenced in this License is English and any translation into any other language convenience only.
- NOTICES TO URC
17.1 Any notices to URC shall be in writing and deemed given when sent by e-mail to the below e-mail address and by nationally recognized overnight courier service and addressed to URC (signature of receipt requested), at the addresses stated below:
Attn: Technical Support Manager
Universal Remote Control, Inc.
500 Mamaroneck Avenue
Harrison, NY 10528
1.1 “Authorized URC Dealer” shall refer to specialty audio/video equipment dealers and distributors knowledgeable and trained in specifying, installing, programming, and supporting URC components.
1.2 “CCP Software” shall refer to the executable code version of the Complete Control Programming computer program in all forms, and any and all Updates thereto, and includes all executable files, code libraries, databases, DLLs, and device drivers necessary for execution and operation of the CCP Software.
1.3 “CCP Credentials” shall refer to a username and/or password, or any other information required for Users to gain access to use the CCP Software as granted by URC.
1.4 “Consumer CCP Cutoff Date” shall refer to December 31, 2021.
1.5 “Consumer End User” shall refer to customers who have purchased and installed URC Equipment through an Authorized URC Dealer and registered with URC for consumer CCP Software access by or before the CCP Cutoff Date.
1.6 “Professional End User” shall refer to an individual, company, or other entity affiliated with an Authorized URC Dealer.
1.7 “Update” shall mean any changes to the CCP Software made available subsequent to the Effective Date.
1.8 “URC Documentation” shall refer to any information or user operating instructions, including, but not limited to, user guides, references, and manuals available from URC for use with the CCP Software.
1.9 “URC Equipment” shall refer to URC remote control devices, base stations, and any other hardware device produced by URC.
1.10 “User” shall refer to a Consumer End User or a Professional End User, as applicable, eligible as a recipient of the license grant pursuant to this License and subject to all terms set forth herein.