1.1 Crestron’s XiO Cloud Provisioning and Management Service (the “XiO Cloud Service”) enables you, as a Crestron Authorized Reseller or a Crestron Service Provider (together, “You”), upon the authorization of Your end-user customers (the “Customers”), to provide monitoring, maintenance, management and/or support services to Your Customers’ XiO Cloud connected rooms and devices and/or Your Customers’ XiO Cloud Service accounts (“Monitoring Services”), in order to maintain such rooms, devices and accounts and identify and resolve technical issues (the “Purpose”).
(a) You may create an account in the XiO Cloud Management Portal (a “Portal Account”), enabling the XiO Cloud licensed rooms and/or devices in Your Customers’ XiO Cloud Service accounts to be associated with your Portal Account, upon Your Customer’s authorization (the “Associated Rooms”);
(b) You may be enabled by Your Customers as a user on the Customers’ XiO Cloud Service accounts (the “Customer Accounts”) to manage their XiO Cloud licensed rooms and/or devices, or a subset of their XiO Cloud licensed rooms or devices (“Customer Rooms”); or
(c) You may create managed rooms for your Customers in Your company’s XiO Cloud Service account (the “Managed Rooms”), where such Managed Rooms are not associated with a separate Customer Account.
1.3 Devices that are included in the Associated Rooms, Customer Rooms and/or Managed Rooms (together, the “Rooms”) will transmit data (“Customer Data”) via the Internet through the XiO Cloud Service, as described in the Crestron Privacy Statement Regarding Internet Data Collection, available at http://www.crestron.com/legal/crestron-privacy-statement-regarding-internet-data-collection, which may be updated by Crestron from time to time. Customer Data for the Rooms will be made available to You through the XiO Cloud Service.
2. Acceptance of Terms
2.1 The right to provide Monitoring Services through the XiO Cloud Service is available solely to those parties that are subject to a separate written agreement (“Underlying Agreement”) with Crestron Electronics, Inc., or its subsidiaries and affiliates (together, “Crestron”). The Underlying Agreement may be: (a) a Crestron Dealer Agreement, (b) an authorized Enterprise Distributor Agreement; (c) a Crestron Service Provider Agreement, or (d) another form of agreement similar in purpose to items (a) through (c).
3. Ownership and License
3.2 Your use of and access to the XiO Cloud Service is subject to the terms of Crestron’s Cloudware License Agreement and Addendum (“Cloudware License”), available at www.crestron.com/Legal/software-products-on-premises-and-cloudware.
3.4 Use of the XiO Cloud Service and provision of Monitoring Services includes but is not limited to creating an XiO Cloud Service Account or a Portal Account; logging into Your or Your Customers’ XiO Cloud Service accounts (together with Portal Accounts, “Accounts”) ; assigning roles to Your personnel; registering, claiming or associating Rooms with Accounts; accessing any Customer Data or other information stored or collected by the XiO Cloud Service, or using the XiO Cloud Service in any way.
3.5 Termination of the Underlying Agreement will automatically terminate your right and license to use the XiO Cloud Service to provide Monitoring Services.
4. Rules and Conduct
4.1 You are required to register with Crestron, in accordance with the instructions provided to You by Crestron, in order to provide Monitoring Services through the XiO Cloud Service. You agree to provide and maintain complete, accurate and up to date registration and user information. You are solely responsible for the activity that occurs on Your Accounts and / or in connection with Monitoring Services You provide, as well as for maintaining the confidentiality of your login credentials to the XiO Cloud Service and/or any Accounts. You are responsible for administering access to the XiO Cloud Service and/or any Account for all persons that You have allowed to access the XiO Cloud Service. This includes You monitoring all Account access and permissions and the removal of access for your terminated employees or other personnel. You must immediately notify Crestron of any unauthorized use of or access to the XiO Cloud Service and/or any Accounts.
4.2 You shall not cause or cause Customer to: (a) take any action that imposes or may impose (as determined by Crestron in its sole discretion) an unreasonable or disproportionately large burden on the XiO Cloud Service’s infrastructure; (b) attempt to access the XiO Cloud Service using any method other than the interfaces and instructions that Crestron provides; (c) circumvent any measure Crestron may use to prevent or restrict access to the XiO Cloud Service ; or (d) interfere or attempt to interfere in any way with the proper working of the XiO Cloud Service or any Accounts.
4.3 You, either through your own actions or by directing or permitting a third party to act, shall not: (a) attempt to discover any source code, underlying ideas or algorithms used by Crestron to develop the XiO Cloud Service through reverse engineering, de-compilation, or disassembly of the XiO Cloud Service, or any portion thereof; (b) modify, translate, or otherwise create derivative works of any part of the XiO Cloud Service; or (c) copy, rent, lease, distribute, or otherwise transfer any of the rights that You receive hereunder.
5. Privacy and Security Obligations
5.1 You shall not access or in any way utilize the Customer Data or other information collected or stored by the XiO Cloud Service for any purpose other than the intended Purpose. You shall use the XiO Cloud Service and/or provide Monitoring Services only as permitted by law, including any and/or all laws, rules, directives and regulations, on any local, provincial, state, federal or national level, pertaining to data privacy, data security and / or the protection of Personal Data including, but not limited to: (a) the European Directive 95/46/EC, as amended, the General Data Protection Regulation (GDPR) and each European Union Member States’ national implementation thereof; (b) the Australian Privacy Act 1988 (Cth), the Australian Privacy Amendment (Enhancing Privacy Protection Act) (2012); (c) the Canadian Personal Information Protection and Electronic Documents Act, SC 2000, c 5 (PIPEDA); (d) the Personal Data Protection Act 2012 of Singapore (PDPA); (e) additional privacy and data protection laws applicable to Customers’ location; (f) the California Consumer Privacy Act; and (g) any successor legislation or regulations applicable thereto.
5.2 Prior to registering, claiming or associating any Rooms in the XiO Cloud Service, You shall
(a) notify Customer that both You and Crestron will collect, transmit, store, access, and process the Customer Data, including as detailed in the Crestron Privacy Statement Regarding Internet Data Collection, available at http://www.crestron.com/legal/crestron-privacy-statement-regarding-internet-data-collection;
(b) provide Customer with the Crestron Privacy Statement Regarding Internet Data Collection;
(c) notify Your Customer of Your intended use of the Customer Data, which must be consistent with the Purpose described above; and
(d) obtain Your Customer’s unambiguous consent to allow You to register, claim or associate the Rooms in the XiO Cloud Service; to provide Monitoring Services hereunder; and to Your and Crestron’s access to and use of Customer Data as described above.
5.3 Prior to registering, claiming or associating Rooms in the XiO Cloud Service and/or providing Monitoring Services, You must advise the Customer of their right, at any time, to terminate the registration or association of the Rooms in XiO Cloud Service and to revoke Your right and/or Crestron’s right to access or use their Customer Data. In the event a Customer revokes rights for Managed Rooms, you will promptly terminate the XiO Cloud Service for such Managed Rooms.
5.5 You shall use industry best practices regarding data security whenever you collect, transmit, process, and store the Customer Data.
5.6 You shall respond without undue delay to any request from a Customer under a data protection law, including but not limited to those identified above, regarding their Customer Data (“Data Subject Request”) by taking the required actions, which may include (a) removing the Rooms from the XiO Cloud Service and/or from Your Accounts; (b) discontinuing Your use or processing of Customer Data for the Rooms; (c) deleting the associated Customer Data that You have obtained through the XiO Cloud Service; (d) providing Customer with information regarding Customer Data; and / or (e) performing other actions as required by the Data Subject Request and/or the applicable data protection law. You shall notify Crestron of any such Data Subject Request and provide Crestron with your full cooperation and assistance in relation to any Data Subject Request received by Crestron regarding Customer Data.
5.7 You shall protect the Customer Data by ensuring that only persons authorized by You process Customer Data and that such persons are subject to binding obligations to maintain the confidentiality of the Customer Data. You shall notify Customer and Crestron without undue delay (and in any event within twenty-four (24) hours) after discovering any failure or defect in security which leads, or might reasonably be expected to lead, to a disclosure of Customer Data to unauthorized persons.
6. Term and Termination
6.2 Termination of the Underlying Agreement will automatically terminate your license to use the XiO Cloud Service to provide Monitoring Services, as described above.
7. Warranty Disclaimer
7.1 Crestron specifically disclaims any and all representations and warranties, either express or implied, including those of merchantability, merchantable quality, non-infringement of third-party rights, and fitness for a particular purpose.
7.2 Except as otherwise expressly provided herein, or in the Cloudware License, the XiO Cloud Service, and any feature or function thereof, including without limitation, any mechanism for the provision of Monitoring Services, is provided on an “as is” basis, without warranty of any kind. More specifically, Crestron disclaims any warranties that the XiO Cloud Service or any portion thereof will meet Your requirements or that the operation of the XiO Cloud Service, including any associated software, functionality, and/or Accounts will be uninterrupted or error free.
7.3 If the disclaimer of warranty provided herein cannot be given local legal effect according to their terms, a reviewing court shall apply local law that most closely approximates an absolute waiver of all civil liability in connection with the XiO Cloud Service.
8. No Obligation to Provide Support Services
10. Limitation of Liability
10.1 In no event will Crestron be liable to You, Your Customers or any third party for any loss of use, interruption of business, or any direct, indirect, special, incidental, or consequential damages of any kind (including lost profits) regardless of the form of action whether in contract, tort (including negligence), strict product liability or otherwise, even if Crestron has been advised of the possibility of such damages.
10.2 If the limitation of liability provided herein cannot be given local legal effect according to their terms, a reviewing court shall apply local law that most closely approximates an absolute waiver of all civil liability in connection with the XiO Cloud Service and the Monitoring Services.
11. Integration and Severability
12. Governing Law and Dispute Resolution
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