Terms of Use for Armstrong Services

Last Updated: ____________, 2018

The Customer may revoke access to the above third party/third parties at any time at the Customer’s discretion, with written notice to Armstrong at support.Armstrongfluidtechnology.com.  Armstrong will revoke access within 5 days of Customer’s written notice of revocation.

These Terms of Use are between Armstrong Fluid Technology, Inc., including its affiliates (collectively, “Armstrong” or “us” or “we”) and the legal entity that has accepted these Terms of Use (“You” or “Your”) through an online sign-up process or through its access or use of the equipment monitoring services we make available to You from time to time as further defined below (the “Services”). These terms of use are legally binding. Capitalized terms are defined in Section 2 below.

Terms of Use – Equipment monitoring services

1. Agreement to Terms. When You accept the Terms of Use during our sign-up process or when You access or use the Services, You are indicating that You have read, understand, and agree to be bound by these Terms of Use and the other terms, policies, guidelines, and processes they refer to (collectively, the “Agreement”), which apply to and govern Your use of the Services and include:
   • the Terms of Use;
   • the Privacy Policy (as referred to in Section 20);
   • the End User License Agreement (applicable to any application that you may download for use with the Services, as set forth in Appendix A of these Terms of Use); and
   • oother terms, guidelines, policies, or procedures that we post on the Website or communicate through our mobile application.

     If You do not agree with any of these terms, then You should decline this Agreement during our sign-up process or other methods we make available to You. You are not permitted to access or use any of the Services if You do not agree to be bound by the Agreement.

2. “Agreement” is defined in Section 1;

   “Armstrong” is defined in the recital above.

   “Armstrong Persons” is defined in Section 15;

   “Confidential Information” means all non-public and proprietary information of Armstrong, its suppliers or its licensors that we may provide or make available to You in the provision of the Services, whether or not marked as confidential or proprietary.

   “Content” means any data, software and information that You or Your Registered Users may provide, authorize access to, or input to the Service; or that You may generate from Your use of the Service;

   “Equipment” means the Armstrong Services-eligible equipment purchased by You and identified on an Order Form;

   “Equipment Data” is defined in Section 17.6;.

   “Feedback” is defined in Section 17.6;

   “High Risk Use” is defined in Section 12.9;

   “Marks” is defined in Section 18;

   “Payment Account” is defined in Section 4;

   “Registered User” is defined in Section 3.3;

   “Services” means the Equipment monitoring services that we make available to You from time to time, as further described in Section 3 and on the Website;

   “Software” is defined in Section 13.1;

   “us” is defined in the recital above.

   “we” is defined in the recital above.

   “Website” means the website we operate with the landing page located at armstrongfluidtechnology.com;

   “You” and the correlative “Your” are defined in the recital above.

3. Service Details. Our Website describes the available Services, including instructions for Service setup and operation, and any further terms, privacy policies, pricing, conditions, and limitations of the Services. We may add, change, or remove Services from time to time, as described on the Website or other notices we make available to You. You may cancel the Services at any time, as described in Section 5 below. Services that may be available to You include:
   1. Equipment Health Monitoring: Services may be available for the Equipment that collect data from the Equipment and provide You and Us with diagnostic and prognostic notifications. These Services do not report all conditions that may affect the operation of the Equipment. For example, conditions occurring while the Equipment is off or conditions that develop rapidly may not be reported using these Services;
   2. Apps: Services may be available to You that allow You to download or use applications through your mobile device, including services offered through those applications and updates or upgrades to those applications and services (collectively referred to as “Apps”). An App may be offered by us. In addition to the terms of the Agreement, access and use of each App is subject to the End User License Agreement (the “License”) attached as Appendix A to these Terms of Use, and to any additional terms presented when You access or use the App. Please refer to each App for details on the specific features and services that are available through that App.
   3. Account. Only Registered Users may use the Services. A “Registered User” is a user that a Company has individually identified and for which Armstrong has provided a username and password for access to the Services.
   4. Armstrong will not be liable for any losses resulting from unauthorized access to or use of the Services or your account. However, You may be liable to Armstrong or other parties due to such unauthorized access or use.
   5. We are not responsible for any delay or failure in performance that (a) may have been prevented by You taking reasonable precautions, or (b) is caused by acts of nature, or forces or causes beyond our reasonable control (for example: public utility electrical failure, acts of war, government actions, terrorism, civil disturbances, labor shortages or difficulties—regardless of cause—or equipment failures including Internet, computer, telecommunication, or other equipment failures).
   6. We are not obligated to provide any maintenance or support for the Services, technical or otherwise. If we provide any maintenance or support for the Services, we may stop any such maintenance, support, or services at any time.
   7. Where You input or provide Content to the Service, You are responsible for obtaining all necessary rights and permissions to enable, and grant such rights and permissions to Armstrong and its suppliers to use, provide, store and process such Content. This includes Your providing required information, making necessary disclosures and obtaining consent, if required, before providing individuals’ information, including personal or other regulated information in such Content. If any Content could be subject to governmental regulation or may require security measures beyond those specified by Armstrong for the Service, You will not input or provide such Content unless Armstrong has first agreed in writing to implement additional required security measures.
   8. Armstrong, its suppliers and their respective contractors and subprocessors, may, wherever they do business, store and otherwise process Your business contact information of Client, Your personnel and Registered Users, for example, name, business telephone, address, email, and user IDs, for business dealings with them. Where notice to or consent by the individuals is required for such processing, You will notify and obtain such consent.
   9. Armstrong, its suppliers and their respective contractors and subprocessors, may use personnel and resources in locations worldwide, including third party contractors and subprocessors to support the delivery of the Services, and may transfer Content, including personal information, across country borders.
   10. Where Your approval, acceptance, consent, access, cooperation or similar action is required, such action will not be unreasonably delayed or withheld by You.
   11. You may not use the Services in any application or situation where the Service failure could lead to death or serious bodily injury of any person, or to severe physical or environmental damage (“High Risk Use”). Examples of High Risk Use include, but are not limited to: aircraft or other modes of human mass transportation, nuclear or chemical facilities, life support systems, implantable medical equipment, motor vehicles, or weaponry systems. High Risk Use does not include utilization of Services for administrative purposes, to store configuration data, engineering and/or configuration tools, or other non-control applications, the failure of which would not result in death, personal injury, or severe physical or environmental damage. These noncontrolling applications may communicate with the applications that perform the control, but must not be directly or indirectly responsible for the control function.
4. Payment. If You have a credit or debit card account or similar payment account on file with us (collectively, “Payment Account”), we will automatically charge it monthly according to the terms of your authorization if You have not otherwise pre-paid for Services You have requested. You may cancel your authorization at any time by contact us at the address provided in Section 24.3. Once You place your Payment Account on file with us, we may receive automatic updates of that account information from the financial institution for that account in order to keep that payment information current. Applicable fees for the Services, if any, must be paid in advance unless the Service offer expressly states otherwise. If You do not have a Payment Account on file with us You must provide us with payment monthly (or other payment period offered by us and chosen by You) in advance. The price of the Services may change over time, and we will charge the prices then in effect for the applicable payment period. You will be notified of any price increase applicable to Services You are paying for, so that You can cancel the Service if You do not wish to pay the higher price. As part of Pump Manager free trial offer, payment is waived until December 31st, 2018.
5. Your Right to Cancel the Services at any Time. This Agreement applies from the date You accept this Agreement through an online sign-up process or through Your access or use of the Services until the Services are cancelled or terminated by You or us as permitted in this Agreement. You may cancel the Services at any time but You will remain responsible for payments, as applicable, for any unused portion of a fixed term.You may request termination of your Armstrong account at any time and for any reason by sending an email to support@armstrongfluidtechnology.com. You must also contact us in this manner if You wish to sell or transfer the Equipment. You won’t be entitled to any refund for the Services. If You cancel the Services and later wish to reactivate the Services, You may be required to pay reactivation fees.
6. Our Right to Terminate the Services. Armstrong may terminate or suspend your account for (i) violation of this Agreement, (ii) fraudulent, harassing, abusive or illegal behavior, or (iii) behavior that is harmful to other users or the business interests of Armstrong or its suppliers, including a security breach caused by You. If Armstrong believes, in its sole discretion, that a violation of this Agreement or any illegal or inappropriate behavior has occurred, we may take any other corrective action we deem appropriate. We reserve the right to investigate suspected violations of this Agreement or illegal and inappropriate behavior. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or behavior of anyone believed to have violated this Agreement or to have engaged in illegal behavior.
7. Additional Termination Rights; Effect of Termination. In addition to other termination rights provided in this Agreement, we may terminate this Agreement at any time upon thirty (30) days prior written notice to You. We are not liable to You for termination or expiration of this Agreement or the discontinuance of any or all of the Services, unless otherwise expressly provided in this Agreement (including the applicable Service terms). Upon termination or expiration of this Agreement, You must immediately stop using the Services and your license to any Software is automatically and immediately terminated. All provisions of this Agreement which by their nature survive termination or expiration, shall survive termination or expiration of this Agreement. On termination, upon Your written request made no later than 30 days following the effective date of termination, Armstrong will provide a copy of Your Content to You.Armstrong reserves the right to charge You an additional fee if You require the return of Content in a specific format.
8. Notification of Armstrong Upon Sale or Transfer of Equipment. You must notify us if You plan to sell or transfer the Equipment. This is important to help protect your account and your information, and to avoid being charged for Services after your sale or transfer.
9. Modification to Agreement. We may modify this Agreement by giving You notice or by asking You to read and accept a new version of this Agreement. We may give You notice by posting a new version of the Agreement on the Website. If You do not agree with any modification, then You may not use the Services. Your continued access or use of any of the Services after our notice indicates your acceptance to the modified Agreement.
10. Representations and Warranties.You represents and warrants to Armstrong that: (i) You have the full right, power and authority to enter into this Agreement and to perform the acts required of You hereunder; (ii) the execution of this Agreement by You, and the performance by You of Your obligations and duties hereunder, do not and will not violate any agreement to which You are a party or by which You are otherwise bound; (iii) when executed and delivered by You, this Agreement will constitute Your legal, valid and binding obligation, enforceable against You in accordance with its terms. You acknowledge that Armstrong makes no representations, warranties or agreements related to the subject matter hereof that are not expressly provided in this Agreement.
11. Registration and Account. You may be required to create an account to use some of the Services. If You create an account, You must:
    1. provide accurate and complete information, and update that information so it remains accurate and complete;
    2. be solely responsible for your account activity;
    3. keep your account and password secure and not disclose them to anyone; and
    4. notify us immediately of any breach of security or unauthorized use of your account.
12. Service Limitations.
    1. The Equipment must have a power and Internet connectivity for the Services to operate. You are responsible for arranging for and paying applicable charges for telecommunications, including internet connectivity associated with accessing and using the Services.
    2. The Services may not work if:
       1. The Equipment is not properly installed;
       2. You have not maintained the Equipment in good working order;
       3. You do not comply with all applicable laws;
       4. You try to add, connect, or modify the Equipment or software, including firmware, in the Equipment; or
       5. other problems arise that we cannot control that interfere with the delivery or quality of the Services.
13. Software Updates; Suspension or Removal of the Services. You consent to Armstrong’s access to the Equipment for the following purposes:
    1. Software Updates. The Services include software, firmware, data, Apps, and related settings that Armstrong makes available to You (collectively, “Software”). The Software is licensed, not sold to You, and may need to be updated or changed from time to time. You agree that Armstrong may remotely deliver Software updates or changes to the Equipment without any further notice or consent. For example, these updates or changes may enhance safety or security, or may maintain the proper operation of the Equipment. These Software updates or changes may affect or erase data that You have stored in the Equipment. We are not responsible for any affected or erased data due to a Software update or change. If you wish to withdraw Your consent to an update or change to any Software please contact us at the address given in Section 24.3 of this Agreement;
    2. We may be required from time to time to suspend or limit your access to or use of the Services without further notice to You and without liability to You, to address system issues, issues with your account, or other issues that may impact the performance, enjoyment, or security of the Services;
    3. Unless otherwise provided in this Agreement, We may remove or discontinue the Services or your account without further notice to You, and without liability to You. This may occur as a result of our efforts to refine the Services, to address performance degradation, or to address changes in technology, customer interests, regulatory requirements, or business needs;
    4. Notice and Consent. If We provide further notice or request further consent to a Software update or change, the notice or consent may be received or provided by any Registered User of the Services on behalf of You, the Equipment owner(s), and all Your Registered Users. You and the Registered User receiving or providing that notice or consent are responsible for notifying all other Registered Users of the provided notice and consent. However, You agree that in any case, we may access, modify or update the Software without additional notice or consent.
    5. This Agreement will govern any updates or other changes we make to the Services or Software for all Registered Users.
14. Your Additional Representations and Obligations. You agree that:
    1. You have the right and authority to enter into this Agreement;
    2. You will monitor access and use of the Service in connection with the Equipment to ensure that, at all times, such access and use is lawful and complies with the Agreement;
    3. You will permit Armstrong to verify that your use of the Services is in compliance with this Agreement.You agree that, on reasonable notice, Armstrong may verify your compliance with this Agreement at all of your facilities and environments in which You use the Services.Armstrong will conduct such verification during normal business hours in a manner that minimizes disruption to Your business.Armstrong may use an independent auditor to assist with such verification, provided that Armstrong has a written confidentiality agreement with such auditor.You agree that Armstrong may share the results of any such verification with Armstrong’s suppliers who may provide any part of the Service to you, provided that the supplier has a written confidentiality agreement with such supplier.You agree that if you have used the Services in excess of Your authorized use, then You will promptly pay to Armstrong the amount Armstrong specifies in an invoice for such excess use and any additional charges and other liabilities that may be determined by such verification that You owe to Armstrong or its suppliers.
    4. You will provide us with true and accurate information and will keep that information up to date;
    5. You will be responsible for all costs and expenses, including taxes, losses, and liabilities, incurred in connection with your use of the Services and any activities that You undertake in connection with the Services or with this Agreement in any way.Amounts owing for the Services are payable in accordance with the payment terms set forth in Armstrong’s invoices from time to time;
    6. Your agreement to and compliance with this Agreement does not violate any of your existing obligations;
    7. You will access the Services only through your established account;
    8. You will not attempt to breach any security measures of the Services;
    9. You will not copy, reproduce, distribute, decompile, reverse engineer, disassemble, remove, alter, circumvent, or otherwise tamper with any security technology, convert to any use not authorized by us or claim ownership in the Services or our or any other party’s information or materials associated with the Services;
    10. You will not use the Services for any unlawful purpose, to harass any person, or for any purpose not allowed by us;
    11. You will not remove, modify, or obscure any copyright notices, trademarks, or other proprietary rights notices on or contained in or on any portion of the Services or any information or materials on or obtained from the Services;
    12. You will comply worldwide with all local, state, provincial, federal, and national laws, statutes, ordinances, by-laws, and regulations that apply to your use of the Services; and
15. Confidentiality.You agree that all information that You receive from us regarding the Services and this Agreement is the Confidential Information of Armstrong and its suppliers and licensors. You will not disclose this information to third parties or use this information for any purpose unrelated to Your use of the Services.
16. 16.Indemnity. In consideration of Armstrong’s provision of the Services to You and the rights granted to You, to the maximum extent allowable by law and unless prohibited by law, You agree to indemnify Armstrong, its parent, subsidiaries, affiliates, licensors, suppliers and contractors as well as their respective employees, officers, directors, and agents (collectively “Armstrong Persons”) and hold Armstrong Persons harmless from and against any and all losses, damages, injuries (including death), causes of action, claims, penalties, interest, additional taxes, demands, and expenses, including reasonable legal fees and expenses, of any kind or nature arising out of or on account of, or resulting from, any third-party claim or demand made to or against any Armstrong Person(s): (i) arising out of your access to or use of the Services; (ii) arising out of your failure to comply with this Agreement; (iii) relating to the inaccuracy or untruthfulness of any representation or warranty that You made under this Agreement; (iv) arising out of any activities of anyone other than You in connection with the Services conducted through your account; (v) arising out of access to or use of, or inability to access or use, any of the Services; or (vi) arising out of any of your other activities under or in connection with this Agreement or the Services.
17. Unauthorized Use or Modification of the Services. You are not granted the right to and You shall not engage in any of the following activities:
    1. transmit any software or other materials that contain any viruses, worms, trojan horses, defects, date bombs, time bombs, spiders, web-bots, screen-scrapers, or web crawlers or other items of a destructive or disruptive nature;
    2. exploit the Services or Software in any unauthorized way, including by trespass or burdening server or network capacity or infrastructure;
    3. modify, adapt, sublicense, translate, sell, reverse engineer, decompile, or disassemble any portion of the Services or Software or remove, alter, circumvent, or otherwise tamper with any security technology;
    4. “frame,” “mirror,” or resell any part of the Services or Software; or
    5. harvest or collect information about users.

       Any attempt by any user or any other individual or entity to deliberately damage the services or software or undermine the legitimate operation of the services or software is a violation of this agreement. Armstrong reserves the right to investigate any suspicious activity and to take all such actions against and obtain such remedies from any such person to the fullest extent permitted by law. Armstrong reserves the right to disclose any information about you, including your account and access to and use of your account, to law enforcement as necessary to enforce this agreement, to comply with any court order, or as permitted in the privacy policy.

    6. Intellectual Property. The Services and Software are protected by international copyright laws and may be subject to other intellectual property protections, including patent and trademark rights. You may not copy, distribute, modify, perform, broadcast, display, transmit, reuse, re-post, use (except as expressly set out herein), or claim any right in any aspect of the Services or Software, including the content, text, images, audio, and video without Armstrong’s express, prior written permission.

       Between you and Armstrong, Armstrong shall at all times own all intellectual property developed by Armstrong and all intellectual property rights to the Services and Software, including without limitations any developments, enhancements and improvements thereto made or contributed to by Armstrong, alone or together with others shall be and remain the exclusive property of Armstrong. You shall at all times own the Equipment Data and all rights to the Equipment Data shall remain your property. “Equipment Data” means the data collected from the Equipment by way of the Services (in whatever form or manner). You grant Armstrong an exclusive, perpetual, irrevocable worldwide, fully paid up, royalty free license to use the Equipment Data to provide the Services hereunder and for Armstrong’s internal business purposes, including to develop Armstrong’s products and services. It is hereby agreed between the parties that any feedback or input provided to Armstrong by you (including your employees and consultants and/or any clients) in relation to Armstrong’s products and services including but not limited to the Services (“Feedback”) shall be and remain the exclusive property of Armstrong.

18. Trademarks. Any trademarks, logos, and service marks (collectively “Marks”) displayed in connection with the Services are the registered and/or unregistered trademarks of Armstrong or other third parties. Nothing contained in the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use or display any Mark or any variation thereof without the written permission of Armstrong or the other owner thereof.
19. Export Compliance. You will comply worldwide with all laws and regulations applicable to the Services. You may not use, export, re-export, import, sell, or transfer any aspect of the Services or any data contained therein except as authorized by applicable laws and regulations.
20. Data Collection / Privacy. Armstrong collects, uses, and shares information from and about You and the Equipment. The Armstrong Privacy Policy describes what Armstrong does with that information. You consent to the collection, use, and sharing of information described in the Privacy Policy and in any revisions to the Privacy Policy, which may be modified as described in that document. If You sell, transfer, or dispose of the Equipment You are solely responsible for deleting information about You contained in your related account.
21. NO WARRANTY BY ARMSTRONG.
    1. Armstrong makes no representations, conditions, or warranties in respect of the services. The services are provided “as is” and “as available” including with all faults and errors as may occur therein. To the extent permitted by law and unless prohibited by law, Armstrong, on behalf of itself and all persons and parties acting by, through, or for Armstrong, explicitly disclaims all warranties or conditions, express, implied, or collateral, including the implied warranties of merchantability, accuracy, non-infringement, satisfactory quality, and fitness for a particular purpose in respect of the services. Armstrong makes no representations that the services will be free from loss, interruption, corruption, attack, viruses, interference, hacking or other security intrusion, and Armstrong disclaims any liability relating thereto. Armstrong does not provide any warranty as to the availability of the services or that the services will operate without interruption or be error free.
    2. The services are not a substitute for professional advice, diagnosis and maintenance. Any recommendation or suggestions provided by or through the Services are only recommendations. You must independently verify all recommendations made by or through the Services with a trained professional. Armstrong shall have no liability or responsibility for any decisions made on the basis of any recommendations or suggestions made by or through the Services. No advice or information, whether oral or written, obtained by you from Armstrong, shall create any warranty not expressly stated in this Agreement. If you choose to rely on such information, you do so solely at your own risk.
    3. Some jurisdictions limit or do not allow the disclaimer of implied or other warranties, so some of the above disclaimers may not apply to the extent such jurisdictions’ law is applicable to this agreement, in which case Armstrong’s warranties shall be limited to the extent permitted by law.
22. LIMITATIONS OF LIABILITY. To the extent permitted by law and unless prohibited by law: (a) the Armstrong persons will not be liable in any way in connection with this agreement or the services for any indirect, incidental, special, punitive, or consequential damages or amounts or damages for loss of business, value, revenue, income, profits, goodwill, savings or other economic loss arising out of or related to this agreement or the services; (b) the Armstrong persons will not liable in any way, in connection with this agreement or the services, for: (i) any action or inaction of third parties, (ii) any events beyond the reasonable control of the Armstrong persons, (iii) any injuries to persons or property arising out of or relating to your use of the services, (iv) any damages arising out of or relating to the installation, repair, updates, or changes to software or any equipment provided by the Armstrong persons, and (v) any change or reduction in, or any loss of services caused by changes in systems, services, or infrastructure that are made available by third parties; and (c) the Armstrong persons will not be liable in any way in connection with any third-party services. To the extent that any of the Armstrong persons is found liable for any damages, losses, liabilities, or expenses in connection with this agreement or the services, and to the extent allowed by law and unless prohibited by law, you agree that the Armstrong parties’ maximum aggregate liability shall be no greater than $1,000.00. These limits and exclusions apply even if any of the Armstrong persons knew or should have known about the possibility of the damages and whether such damages arose from claims based on negligence, tort, or breach of contract. These limitations survive any termination or expiration of the agreement, and apply to anyone using the services or making a claim on your behalf. No right or cause of action for any third party is created by this agreement or any transaction under it. Neither party will bring a legal action arising out of or related to this agreement more than two years after the cause of action arose.
23. Term. The Term of this Agreement shall be as set forth on an Order Form.Upon any termination of this Agreement, You shall cease all use of the Services.
24. 1. Assignment. You cannot assign this Agreement (or any portion thereof) without Armstrong’s written consent and any attempted assignment without Armstrong’s written consent is null and void. Armstrong may assign this Agreement with or without notice to You.
    2. Relationship. Nothing contained in this Agreement will be construed to make either You or Armstrong partners, joint venturers, principals, agents, or employees of the other. Neither party has any right, power or authority, express or implied, to bind the other.
    3. Notices. Unless otherwise stated in this Agreement, all notices, requests, consents, approvals, and other communications required or permitted by You under this Agreement must be in writing and shall be deemed given when delivered in hand or five business days after being mailed using a reliable national mail service, registered or certified mail, postage prepaid, and addressed to:
       
       Armstrong Fluid Technology, Inc.
       23 Bertrand Avenue
       Toronto, Ontario
       M1L 2P3
       
       Attention:

    
    Email: Service Coordinator

    Armstrong may change its address for notification purposes on giving notice to You. We may issue notices via various channels, including by posting messages on the Website or sending You e-mail. You consent to receive such notices and agree that any such notices that Armstrong sends to You shall be legally effective when sent. You agree that any notices sent by us by e-mail or physical mail satisfy any requirement that the notices be provided in writing. If You do not agree, do not accept this Agreement. By accepting these terms, You verify that You are able to receive, access, and retain the notices we may send.

    4. Severability. If any term or provision of this Agreement, or of any document incorporated herein by reference, is held by a court of competent jurisdiction to be contrary to law, then that term shall be severed from this Agreement, and the remaining provisions of this Agreement or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby. Each provision of this Agreement shall be valid and enforceable to the extent permitted by law and unless prohibited by law.
    5. Waiver. No term or condition of this Agreement is waived and no breach is excused unless that waiver or consent is in writing and signed by the party claimed to have waived or consented. No consent by any party to, or waiver of a breach by the other, whether express or implied, shall constitute a consent to, waiver of, or excuse for any different or subsequent breach.
    6. References; Headings; Examples. In this Agreement, the article and section headings are for convenience of reference only and will not be considered in the interpretation of this Agreement. Examples given in this Agreement, which may be preceded by “including,” “for example,” “such as,” or similar language, are solely intended to be illustrative and are not limitative.
    7. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the Province of Ontario without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the Province of Ontario. Any legal suit, action or proceeding arising out of or related to this Agreement or the Services provided hereunder shall be instituted exclusively in the Superior Court of Justice for the Province of Ontario in each case located in the city of Toronto, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. This Agreement shall not be subject to the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
    8. Entire Agreement. This Agreement, including the additional terms and policies that are referenced in this Agreement, are the entire agreement between the parties with respect to its subject matter, and there are no other representations, understandings or agreements between the parties relative to such subject matter. You cannot change this Agreement unless Armstrong agrees in writing to the change. Unless otherwise provided in this Agreement, for any conflict between this Agreement and other terms, policies, or other materials that are referenced herein, this Agreement will govern.
    9. English Language.The parties have requested that this Agreement and all communications and documents relating hereto be expressed in the English language.Les parties ont exigé que ce contrat ainsi que tous les documents s'y rattachant soient rédigés dans la langue anglaise.

Appendix A to the Terms of Use

End User License Agreement

Last Updated: ________, 2017

This End User License Agreement (“License”) is between Armstrong Fluid Technology, Inc., including its affiliates (collectively, “Armstrong” or “us” or “we”) and the legal entity or individual (“You” or “Your”) that has accepted this license by clicking the “I Agree” button in the activation process for this application (“App”). Additional terms may be presented to You when You access or use the App. In that case, those additional terms apply in addition to the terms of this License, and this License will govern to the extent there are any conflicts. If You do not agree to this License, You must uninstall and not use the App.

1. License. Armstrong is the owner or licensor of all right, title, and interest in and to the App including, without limitation, any content, graphics, audiovisual files, processes, and code, along with all intellectual property rights in the App. Subject to your compliance with this License, Armstrong grants You a limited, personal, non-transferable, non-sublicensable, revocable, non-exclusive license to install and use the App solely in object code form for its intended purpose as describe in this License during the Term (as defined in Section 7 below) of the License. You agree to abide by this License in your installation and use of the App. The App is licensed to You but not sold to You.
2. Armstrong Updates, Modifications and Deletions. From time to time, Armstrong may remotely update, upgrade, modify, or delete the App for certain reasons, including, without limitation, to enhance App or system functionality or stability or to address potential safety or security concerns. By agreeing to the License, You agree that Armstrong may at any time automatically update, upgrade, modify, delete, or stop supporting the App, or cause the App to be removed automatically from your mobile device during synchronization with your account. If the App is updated, upgraded, or modified, whether to enhance or correct features or functionality, then this License shall apply to the updates, upgrades, and modifications in addition to any other terms that are presented to You in connection with the update, upgrade, or modification.
3. Effect of Apps on Mobile Devices. You understand that the download, operation, and/or use of the App may: (i) have an unintended or adverse effect on your mobile device, any system or software operating in or with the mobile device, and/or one or more other Apps, (ii) result in a modification or change to the mobile device, any system or software operating in or with the mobile device, one or more other Apps, and/or the functionality of any one or more of the foregoing; and/or (iii) render all or a portion of the mobile device, any system or software operating in or with the mobile device, and/or one or more other Apps inaccessible or unusable. You understand and agree that the download, operation, and use of Apps is at your own risk and is your own responsibility, and that Armstrong has no obligation to provide customer support for the App or with regard to any effect it may have on the mobile device, any system or software operating in or with the mobile device, and/or one or more other Apps.
4. No reverse engineering; re-distribution or security circumvention. You agree not to reverse engineer, disassemble, use in a compilation, decompile, repurpose, distribute, resell, or modify the App. You may only copy the App for purposes of transferring the App to your mobile device and operating the App on your mobile device. You may not re-distribute the App. You agree to abide by and will not circumvent any security means or access control technology included in or with the App.
5. Confidentiality.You agree that all information that You receive from us regarding the App and this License is the confidential information of Armstrong, its suppliers and licensors. You will not disclose this information to third parties or use this information for any purpose unrelated to Your use of the App.
6. Open Source. If the App includes any open source software, then your rights and responsibilities with respect to the Open Source Software shall be governed according to the terms of the applicable Open Source License. “Open Source Software” means software made available to others under the terms of an Open Source License; “Open Source License” means a software license that includes, but is not limited to, terms that: (a) permit distribution or redistribution of the software, including free of charge and for sale, by others without royalty or fee and allows for such distribution/redistribution to include source code and compiled code; (b) permits modifications, compilations, and derived works be created from the software and be distributed under the same terms as the original software; or (c) attach to the software and applies to all persons, entities, groups, organizations and institutions (the “Recipients”) to whom the software is distributed and/or who redistribute the software without the need for the Recipients to execute or otherwise acquire an additional license.
7. Term. This License continues until terminated by You or Armstrong or You cease use of the App (the “Term”). You may terminate this License at any time by uninstalling the App. This License will terminate automatically at any time upon breach by You of any of the terms of this License and in such event You will cease all use of the App.
8. Service terms and Website Terms apply. If You use the App to access or use any Armstrong service, then You agree to abide by the applicable terms of the service and warrant that You will do so. If You use the App to access or use any Armstrong website, then You agree to abide by the applicable terms of the website and warrant that You shall do so.
9. Data Collection; Use and Back-up. Armstrong may collect and store information about You and any Armstrong equipment through your use of the App. Any information collected by Armstrong is subject to and governed by the Armstrong Privacy Policy included with the App and posted on the Website.

   You have sole responsibility for backing up or archiving any data You use with the App to the extent You have the right to do so. Armstrong does not have any responsibility for maintaining, archiving, or providing any data You use with the App and shall have no liability for any loss of access to or use of such data.

10. Content provided by Armstrong. The App may make available to You content that is the property of Armstrong or of others that give Armstrong permission to provide it to You. This content is provided only for use through the App on the mobile device and no right is provided to You to, and You agree not to, copy, distribute, modify, perform, broadcast, display, transmit, reuse, re-post, use, or claim any right in the content provided by Armstrong. You also agree that You will not use content provided by the Armstrong or through the App to violate any law or harass any person, group, or business. If the App links You to any third party website or service, no right is provided to You to, and You agree not to, copy, distribute, modify, perform, broadcast, display, transmit, reuse, repost, use, or claim any right in the content provided by the third party website or service unless You have legal permission from the third party. You also agree that You will not use content from the third party website or service to violate any law or harass any person, group, or business.
11. Your Transmissions and Use. You agree not to use the App to transmit or send any information or data that You do not have the right to transmit or send. You also agree that You will not use the App to transmit or send any information or data for any unlawful purpose or to harass any person, group, or business.
12. No guarantee of operation of features / networks. For services provided through networks, You are responsible for obtaining a contract with a service provider for network connectivity at your own sole cost. For services provided through networks, Armstrong cannot promise that your communications will not be intercepted by others and cannot promise that connections to websites and services through networks will be available to You, uninterrupted, or error free. You agree that Armstrong will not be liable for any damages for any loss of privacy occurring in communication over such networks or for any loss of connectivity or loss, error, or failure of other functionality provided through networks.
13. NO WARRANTY. Armstrong makes no representations, warranties or conditions in respect of any app or any service or information that Armstrong or an app makes available to you. The apps, any service, and any information that Armstrong makes available to you are provided “as is” and “as available” including with all faults and errors as may occur therein. Armstrong, on behalf of itself and all persons and parties acting by, through, or for Armstrong, explicitly disclaims all warranties and conditions, express, implied, or collateral, including the implied warranties of merchantability, satisfactory quality, fitness for a particular purpose in respect of any apps or any services provided through such apps, accuracy, and non-infringement of third party rights. No oral or written information or advice given by Armstrong or its authorized representative shall create a warranty.
    
    

    Armstrong does not warrant that any apps will continue to operate or remain available for any period of time and does not warrant that future operation will be compatible with current operation or applications. Armstrong does not warrant that use of any apps will be uninterrupted or error-free or that defects in an app will be corrected.

    Some jurisdictions limit or do not allow the disclaimer of implied or other warranties, so some of the above disclaimers may not apply to the extent such jurisdiction’s law is applicable, in which case Armstrong’s warranties shall be limited to the extent permitted by law.

    Exclusion of damages and limitation of liability. To the extent permitted by law and unless prohibited by law, Armstrong, its parent, subsidiaries, affiliates, licensors, suppliers and contractors as well as their respective employees, officers, directors, and agents (collectively “Armstrong parties”) shall not be liable in any way in connection with this license, the equipment, or any services or information the product accesses or provides for any indirect, special, punitive, or consequential damages or amounts for loss of income, profits, or savings arising out of or related to this agreement or the equipment. These limits and exclusions apply even if Armstrong or any Armstrong party knew or should have known about the possibility of the damages and whether arising based on negligence, tort, or breach of contract. To the extent that any court finds Armstrong or any Armstrong party liable for any claim in connection with this license, the equipment, or any services or information the equipment accesses or provides, and to the extent allowed by law, you agree that Armstrong and the Armstrong parties shall collectively only be liable for direct damages and the maximum damages for all such claims in the aggregate shall be no greater than $1,000.00.

14. Indemnification. You will indemnify and hold Armstrong harmless from any and all liabilities, damages, costs, and expense (including legal fees) that it incurs as a result of any third party claim to the extent arising from your breach of this License or any other negligent or intentional misconduct by You or Your representatives.
    1. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the Province of Ontario without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the Province of Ontario. Any legal suit, action or proceeding arising out of or related to this Agreement or the Services provided hereunder shall be instituted exclusively in the Superior Court of Justice for the Province of Ontario in each case located in the city of Toronto, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. This Agreement shall not be subject to the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
15. Export compliance. You will comply worldwide with all laws and regulations applicable to the App. You may not use, export, re-export, import, sell, or transfer the App or any data contained therein except as authorized by applicable law.
16. Notices. Armstrong may provide You with notices regarding the App, including changes to this License, by email to your mail address associated with your Armstrong account if available, by regular mail, or by postings presented through the App or application services in the Equipment.
17. Miscellaneous. You may not assign this License without the permission of Armstrong. You and Armstrong are independent contracting parties. If the App is provided to You by a third party, You agree that Armstrong and its subsidiaries are third party beneficiaries of the License and thus Armstrong or its subsidiaries can enforce this License against You. Accordingly, the parties agree that Armstrong may enforce such rights and agreements in its own right. If any term of this Agreement is invalid or unenforceable, then it shall be severed from this Agreement and the remainder of the agreement shall remain in full force and effect. No condition of this License shall be deemed waived unless waived in writing by the party claimed to have waived. This License is the entire agreement between the parties with respect to its subject matter, and there are no other representations, understandings or agreements between the parties relative to such subject matter. You cannot change this License unless Armstrong agrees in writing to the change. Armstrong may modify this License by providing notice to You, and if You do not agree with any modification, then You must stop using the App. Your continued use of the App will be deemed acceptance of such modifications. The parties have requested that this License and all communications and documents relating hereto be expressed in the English language.Les parties ont exigé que ce contrat ainsi que tous les documents s'y rattachant soient rédigés dans la langue anglaise.

Privacy Policy for Mobile Apps

Your privacy is important to us. This Privacy Policy describes how Armstrong Fluid Technology, Inc. (“Armstrong”), collects, uses, and shares information (including information about Armstrong service eligible equipment (your “Equipment”) and how your Equipment is used) when you download this software application (“App”) to your phone or other Internet-connected device (your “Device”) and when you use the services available through the App, which include services that allow you to view the diagnostic information of your Equipment, to issue commands to your Equipment, and to schedule services you request, such as maintenance appointments (the “Application Services”).

Other individuals with access to the Application Services associated with your Equipment may be able to view your account and Equipment-related information.

This Privacy Policy incorporates the Armstrong Privacy Policy, which is posted at https://armstrongfluidtechnology.com/en/legal/privacy , and which also applies to your use of other Armstrong services. Together, these privacy policies describe our privacy practices for the App and the Application Services. Capitalized terms, if not defined in this Privacy Policy, are defined in the Armstrong Privacy Policy.

Information We Collect

When you install the App or use the Application Services, we collect:

• Device information, such as the location of your Device, Device type, Device operating system, Internet Protocol (IP) address, unique identifier, type of browser, Internet service provider, and phone number;
• Information about your use of the Application, including screen view time, scrolling, specific actions to activate features and/or otherwise navigate the application, reactions to alerts, searches, and your interactions with in-application marketing offers;
• Account information and Equipment-related information; and
• Information about you from additional online and offline sources including commercially or publicly available third party sources.

We collect and treat this information as described in the Armstrong Privacy Policy.

• Provide the Application Services;
• Communicate with you about your account or the Application Services;
• Provide you with marketing offers that may interest you, including offers relevant to your Equipment;
• Improve, troubleshoot, and evaluate the use of our products and Services (including the App); and
• Conduct research.

• third party service providers working on our behalf;
• others when required by law; and
• those you ask us to share this information with.

You may choose to limit the marketing and promotional communications we send you. You can do this by contacting us at feedback@armstrongfluidtechnology.com and setting forth your contact preferences. We will also provide opt-out instructions in all of our promotional communication channels; for example, an Unsubscribe option will appear at the bottom of all marketing-related emails.