Last updated April 1st, 2017 (See previous version as of Decemberth, 2016 here)
The Master Agreement is between you and Somfy Protect by Myfox S.A.S, a simplified stock company (SAS) with 16 347 497,25 euros in capital, located at Regent Part II, Bat. 1, 2460 l’Occitane, 31670 Labege, France, registered in the Toulouse Companies and Trade Registry under number 483 015 749. The Master Agreement includes the following (each, a “Somfy Protect Agreement” or “Sub-Agreement”):
- Somfy Protect Sales Terms & Conditions Agreement, found here
- Somfy Protect Hardware, Applications, and Embedded Software End User License Agreement, found here
- Somfy Protect Services Agreement, found here
- Somfy Protect Product & Services Warranty and Safety Warnings, found here
- Somfy Protect Additional Terms Applicable to Specific Territories, found here
2. Updates to the Terms
Somfy Protect reserves the right, at our discretion, to change, modify, add or remove portions of the Terms at any time by posting the amended agreement on or within the Sites. We may, in our sole discretion, provide additional notice, such as an e-mail message or messaging within the Sites, of any changes, but it is your responsibility to periodically check the Terms for changes. Unless otherwise stated, the amended Terms shall be effective immediately after they are initially posted.
3. Updates to the Sites
You understand that the Sites are constantly evolving. Somfy Protect may require that you accept updates to the Sites, and may automatically update the Sites at any time with or without notifying you. By using the Sites, you consent to these automatic updates. You may need to update third party software from time to time in order to continue to use the Sites.
4. Use of the Sites
You may only use the Sites if you are over the age of 13 and are not barred from using the Sites by law. If you are between 13 and 17 years of age, you must show your parent or guardian these Terms and they must agree before you may use the Sites.
- You may not use the Sites for any commercial purpose
- You may not abuse, hack, attack, interfere with, gain unauthorized access to, or otherwise disrupt the Sites
- You may not access the Sites in a way that could violate applicable law, or in any manner not expressly authorized by Somfy Protect under these Terms or the Master Agreement
- You may not use the Sites to infringe on the intellectual property rights of others, to obtain personal information of others without authorization, or to otherwise violate applicable law
The following rules shall apply to your use of the Sites:
5. Suspension & Termination
Somfy Protect reserves the right to suspend or terminate your right to access the Sites at any time if Somfy Protect suspects you have violated these Terms or any of the terms of the Master Agreement. Somfy Protect reserves the right to stop offering and/or supporting the Sites or a particular part of the Sites at any time either permanently or temporarily. In such event, Somfy Protect shall have no liability in connection with such discontinued elements of the Sites.
You agree to indemnify and hold Somfy Protect, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners (the “Somfy Protect Parties”) harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Sites, any violation by you of these Terms, or any breach of the representations, warranties, and covenants made by you herein. Somfy Protect reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify the Somfy Protect Parties, and you agree to cooperate with Somfy Protect’s defense of these claims. Somfy Protect will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
You agree that the provisions in this paragraph will survive any termination of the Sites or of your rights to use the Sites.
7. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT EXCEPT TO THE EXTENT SPECIFICALLY PROVIDED IN THE MASTER AGREEMENT, USE OF THE SITES IS AT YOUR SOLE RISK AND IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE SOMFY PROTECT PARTIES DO NOT WARRANT THAT THE SITES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIALS THROUGH THE SITES AT YOUR OWN RISK, AND THE SOMFY PROTECT PARTIES ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS.
8. LIMITATION OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SITES UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT THE SOMFY PROTECT PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF PROFITS, GOODWILL OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SITES.
NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. ACCORDINGLY, ONLY THOSE ABOVE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
10. Dispute Resolution
a. Contact Somfy Protect
If a dispute arises between you and Somfy Protect, our goal is to address your concerns and resolve the dispute. You agree that you will notify Somfy Protect about any dispute you have with Somfy Protect regarding the Service by emailing Somfy Protect at the following address: [email@example.com].
b. Applicable Law
This Agreement and any dispute arising out of or related to it or the Service shall be governed in all respects by the laws of France, without regard to conflict of law provisions. You agree to submit to the personal jurisdiction of the courts located within Toulouse, France.
Somfy Protect may assign or delegate its obligations under the Terms, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations without Somfy Protect’s prior written consent, and any unauthorized assignment and delegation by you is void and ineffective.
12. Entire Agreement
The Somfy Protect Agreements represent the complete understanding between you and Somfy Protect relating to the subject matter described therein, and supersede any and all other prior or contemporaneous agreements or understandings, whether written or oral.
13. No Waiver
The failure of Somfy Protect to require or enforce strict performance by you of any provision of these Terms or failure to exercise any right under them shall not be construed as a waiver or relinquishment of Somfy Protect's right to assert or rely upon any such provision or right in that or any other instance.
The express waiver by Somfy Protect of any provision, condition, or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
Except as expressly and specifically set forth in this these Terms, no representations, statements, consents, waivers, or other acts or omissions by Somfy Protect shall be deemed a modification of these Terms nor be legally binding, unless documented in physical writing, hand signed by you and a duly appointed officer of Somfy Protect.
We may notify you via postings on the Sites and via e-mail or any other communications means to contact information you provide to us. All notices given by you or required from you under these Terms shall be in writing and addressed to:
Somfy Protect by Myfox S.A.S
Regent Part II – Bat 1
Tel: +33 51 61 00 07 11
Mail : firstname.lastname@example.org
Any notices that you provide without compliance with this Section on Notices shall have no legal effect.
You and Somfy Protect agree that if any portion of these Terms is found to be unenforceable by any court of competent jurisdiction, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such unenforceability, and the remaining terms shall continue in full force and effect.
18. No Third Party Beneficiaries