MERIDIAN LIGHTING, INC.
Before accepting the Agreement, read all contents of the Service Agreement (hereinafter referred to as the “Agreement”) and fully understand its terms, especially the restrictive clauses or exceptions. If you have any questions about the terms of the Agreement, please contact the relevant business department of Meridian Lighting, Inc. (hereinafter “Meridian”). You are not allowed to use the Service before you have read and accepted all terms of this Agreement. Once you select “agree and submit” the Agreement and complete the registration procedure, or you use the service in any form, it will be deemed that you have read and agreed to be bound by the Agreement and rules herein. In case of any breach of the Agreement, Meridian has the right to unilaterally restrict, suspend or terminate the service for you, and has the right to request and you must provide any and all documentation, electronic or otherwise, related to your breach.
Meridian reserves the unilateral right to amend, delete or change this Agreement. In case of change, Meridian will announce such change on its official website without further notification. Upon announcement, the amendment, changes or deletions become a part of the Agreement automatically, without further notification to you for your consent. If you object to any amendment, change, or deletion you should stop using Meridian’s Service. If you keep using it, it will be deemed that you accept any amendments, changes or deletions and you agree to abide by this Agreement as amended.
1. Definitions of Terms
1.1 “Software” refers to the software system developed by Meridian or it’s vendors, downloaded from the platform, and installed and applied in specified system mobile terminals.
1.2 “Services” refers to the software system and know how provided to you by Meridian or it’s vendors. Service is further defined in paragraph 2 below. You may use such Services on the mobile terminal with the licensed software.
2.1 Meridian offers you intelligent equipment management services based on which you can access the intelligent terminal on the Meridian Lighting cloud platform whereby you can control and link other intelligent devices and equipment. Service contents include intelligent equipment management, scene interlinkage, and analysis reports. Such functions may be optimized or modified according to changes in users’ demands or the judgment of service supplier. Service may be suspended due to regular and irregular maintenance.
3. Scope of License
3.1 Meridian Lighting Inc. grants you the limited, non-exclusive right to use the Software and Service.
3.2 You are prohibited to license, sell, lease, transfer the Software or Service in any form. Due to limitations of the Software adaptation platform and terminals, you can only use the licensed software in the authorized system platform and terminal; installation of the licensed software on other terminal equipment may damage your hardware or software function and is a breach of this Agreement.
3.3 You acknowledge that the Software can only be used for non-commercial purposes. Installation, application and running of the licensed software commercially is prohibited. If such commercial use is desired, prior written authorization and permission from Meridian must be obtained.
3.4 Meridian may change, upgrade or transfer the licensed software or relevant functions from time to time and may add new functions or services in the software system. If no separate agreements are accompanied by the aforesaid new functions or services, you are entitled to the corresponding functions and services, which will be subject to this Agreement.
3.5 It is your sole responsibility to ensure the accuracy, reliability, integrity, legality of input data, the legality of the way in which you obtain the data and protection of the data and information. It is recommended that you back up the data from time to time. You shall bear all risks for damage and loss of such data or information.
3.6 You shall be responsible for protecting and maintaining the confidentiality of your account number and password. In case of any security breach to your account (including but not limited to divulgence of user password), you shall immediately notify Meridian and Meridian will assist you in taking measures to secure your account. You shall be responsible for all activity related to your account.
4. Use of Third Parties
4.1 You consent to and acknowledge that certain services of Meridian are based on software or services provided by a third party. Such service is set to facilitate your use of the Meridian Software and platform.
4.2 The product includes certain information and services of a third party. Meridian Lighting Inc. neither controls nor bears responsibility for information and services of any third party.
4.3 You acknowledge that Meridian Lighting Inc. cannot guarantee that the licensed software always uses or contains such services, or that other software provided by the same third party will be used in the future. Likewise, it may use similar services supplied by another third party. Upon application, the aforesaid corresponding software or services are subject to this Agreement.
5. Service Application Standard
5.1 You shall use the licensed software as intended. The following uses, among others, constitute a breach of this Agreement:
- Collect information or data from other users without authorization. For example, email address etc.
- Issue or share computer virus, worms, malicious codes, or software that deliberately damages or changes computer system or data;
- Maliciously use the product in an automatic way, causing overload to the server, or interfere with or damage web server and network links in other forms.
- Attempt to access server data or communication data of the product without authorization;
- Interfere with or damage the production application by other users.
5.2 You understand and agree that:
- Meridian will determine whether you are in violation of this Agreement and/or amendments and may suspend, restrict or terminate your application license as it deems necessary.
- Meridian has the right to immediately delete information that is in breach of any laws, or infringes other parties’ legal or intellectual property rights, or is in breach of this Agreement.
- If a third party suffers from damage due to your breach of application standards, you shall independently bear legal responsibility in your name, and protect and indemnify Meridian from losses or additional expenses generated therefrom.
- If Meridian suffers from any loss due to your breach of relevant laws or the Agreement, you shall compensate Meridian for its losses including but not limited to attorneys fees.
6. Information Content Standard
6.1 You promise that you will not violate any laws by using the service. Such acts and behaviors include (but are not limited to):
- Uploading, transferring or sharing information consisting of the following:
- Illegal material
- Discriminating material
- Spreading or promoting social disturbance.
- Spreading obscenity, pornography, gambling, violence, murder, and terror or abetting a crime
- Insulting or slandering others or otherwise infringing on the legal rights and interests of others
- Containing contents of sham, fraud, harm, threat, infringement of others’ privacy, harassment, intellectual property infringement, slander, coarseness, indecency, or morally repulsive contents
- Content that is restricted or forbidden by applicable laws, regulations, rules and/or provisions
8. Exception Clauses
8.1 Unless otherwise specified in laws and regulations, Meridian will do its best to ensure the security, validity, accuracy, and reliability of the licensed software and technologies and information involved. Meridian provides no warranty that the Software and application will work as intended.
8.2 You understand that Meridian Lighting Inc. will not assume responsibility for direct or indirect losses caused by force majeure, acts of god, terrorist acts, social unrest, war and/or the default of a third party.
8.3 You shall be responsible for personal injury or incidental or indirect injury caused by or related to one of the following:
- A third party uses the licensed software or changes your data without permission;
- Expenses and losses caused by using the licensed software;
- Your misunderstanding of the licensed software;
- Other losses related to licensed software caused by reasons not attributable to Meridian Lighting Inc.
8.4 Using any other licensed software with our app that is not developed and released by Meridian or any unauthorized development and release of our app are not permitted by Meridian Lighting Inc. and would be a breach of this Agreement. Downloading, installing and using such software may cause unpredictable risks. Meridian shall be free from legal responsibilities and disputes generated therein and Meridian shall have the right to suspend or terminate application license and/or other services.
8.5 You have been informed that the usage of the Meridian application involves internet service, which may be unstable for various reasons. Although Meridian has taken reasonable safeguard measures, the service may be suspended, terminated, delayed, suffer from application restriction or application failure due to inherent defects of the internet and e-communication as well as factors beyond reasonable control of any party to the Agreement (including but not limited to fire, flood, terrorist attack, pestilence, natural disasters, riot, terminal virus, hacker attack, network fault and terminal fault). You hereby agree to bear the foregoing risks and agree that Meridian is free from any responsibility when normal running of services are influenced by the occurrence of foregoing events.
9. Agreement Termination and Breach of Agreement
9.1 You agree and represent that you shall use the licensed software according to the authorized scope, respecting the intellectual property of software and contents contained in the software and perform obligations according to the Agreement when using Meridian’s services. Meridian will terminate the application license if you are in breach of this Agreement.
9.2 Your application of the software relies on supporting services supplied by Meridian’s related companies/vendors. Breach of terms, agreements, rules, and other relevant regulations of Meridian Lighting Inc. and its related companies/vendors may cause failure in normal usage of licensed software, in which case, Meridian Lighting Inc. shall be entitled to terminate the application license, or take measures to restrain your application license or other rights and interests controlled by Meridian Lighting Inc. as agreed in the Agreement, including suspension or termination of your application license.
9.3 In case of your breach of the Agreement or other agreements signed with Meridian, Meridian shall have the right to notify the related companies/vendors, require that they take restrictive measures including but not limited to restriction, suspension or termination of their services for you.
9.4 The licensed software is downloaded from the downloading platform and you shall abide by stipulations of the download platform, system platform and terminal manufacture on application ways and restrictions of the licensed software. If the above mentioned third party confirms that you are in breach of the agreement and Meridian involvement is required, Meridian Lighting may restrict, suspend or terminate your application license at the third party’s request or on their own discretion.
9.5 When the application license terminates, you shall stop using the licensed software and destroy all copies.
9.6 You shall bear all damages, costs and expenses if Meridian or its vendors suffers from any losses caused by your breach of the terms of the Agreement.
10. Governing Laws and Severability
10.1 Effectiveness, explanation, change, execution and dispute settlement of the Agreement should reference to general international business practices and (or) industrial practices shall be made.
10.2 Waiver. Waiver by Meridian of any term or provision of this Agreement shall not constitute a continuing waiver thereof nor of any further or additional rights such party may hold under this Agreement.
10.3 Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired.
10.4 Governing Law, Disputes Between the Parties, Jurisdiction, Waiver of Class Action and Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF MISSOURI, U.S.A. (WITHOUT GIVING EFFECT TO ANY PROVISIONS THEREOF CONCERNING CHOICE OF LAW). ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS CONTRACT, OR THE BREACH THEREOF, SHALL BE SETTLED BY ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULE AND PROCEEDINGS. ANY LAWSUIT TO ENFORCE THE DECISION OF SUCH ARBITRATOR(S) SHALL BE IN THE STATE OR FEDERAL COURTS OF MISSOURI WHICH SHALL HAVE EXCLUSIVE JURISDICTION. THE PARTIES AGREE TO WAIVE ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING REGARDING THIS AGREEMENT. THE PARTIES AGREE THAT ANY SUCH ARBITRATION SHALL OCCUR IN ST. LOUIS, MISSOURI, USA AND ANY OBJECTIONS TO THE JURISDICTION OF SUCH DISPUTES IS HEREBY WAIVED. YOU FURTHER AGREE THAT ANY DISPUTES CONCERNING THE AGREEMENT MAY BE BROUGHT BY YOU INDIVIDUALLY AND YOU WAIVE ANY RIGHT TO PARTICIPATING IN A CLASS ACTION OR COLLECTIVE ACTION.
2019 Meridian Lighting Inc. All rights reserved.