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Terms of Service

 

IMPORTANT NOTICE:  This Agreement (“Agreement”) is a binding legal contract between you or the entity on whose behalf you accept this Agreement (“you”) and Johnson Controls International plc. (including its Affiliates such as Johnson Controls, Inc.) with a corporate address at 507 E Michigan Street, Milwaukee, WI (“JCI”, “we”, or “us”) that governs your use of the JCI platform as a service, software as a service, or other hosted offering made available to you under this Agreement (the “Service”).  By entering into a Subscription or by accessing or using the Service, you consent to be bound by the terms of this Agreement.  If you do not agree to the terms of this Agreement, JCI is not willing to grant you any right to use or access the Service.  In such event, you may not access or use the Service. If this Agreement is being agreed to by a company or other legal entity, then the person agreeing to this Agreement on behalf of that company or entity represents and warrants that he or she is authorized and lawfully able to bind that company or entity to this Agreement.  You should print and retain a copy of this Agreement for your records.   

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE ENTERING INTO A SUBSCRIPTION OR ACCESSING OR USING THE SERVICE.  THIS AGREEMENT CONTAINS MANDANTORY ARBITRATION OF DISPUTES PROVISIONS THAT REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

  1. Right to Use; Subscriptions.  During the term of this Agreement, you and your Authorized Users (as defined in Section 3) may access and use the Service for your internal use only, subject to the terms of this Agreement and the applicable Subscription Agreement, including all Scope Restrictions therein.  The Subscription Agreement sets forth the specifics of your Subscription, including the price and payment terms of the Subscription and any additional terms limiting your use and access, including, but not limited to, a specified number of users or specific systems, geographic areas, etc. (collectively, “Scope Restrictions”).  The Service includes access to JCI’s then-current generally available documentation for use and operation of the Service (the “Documentation”).  “Subscription Agreement” means any separate agreement (e.g., a Planned Service Agreement) between you and us (or one of our authorized distributors) pursuant to which you purchase a term based right to use to the Service (a “Subscription”) and into which these terms and conditions are incorporated.  In the event of any conflict between the provisions of this Agreement and the provisions of any Subscription Agreement, the terms of this Agreement shall control.
  2. Updates; Availability of Features and Functions.  JCI may, at any time and in its sole discretion, modify, deprecate, upgrade, or release a new version of the Service, or any portion of its features and functions.  Unless otherwise expressly and separately agreed to by JCI, any modification or new version of the Service will be subject to the terms of this Agreement.  You may be required to pay additional fees to access new features or functions.  Certain features and functions of the Service may be made available based on specific configuration of products or on certain Subscription levels and, thus, may not be available to you as part of your Subscription level.  We will notify you of any material change to or discontinuation of the Service.  If a change made by us pursuant to this Section has a materially adverse effect on your authorized use of the Service, you may notify us in writing, and we may propose resolutions or work-arounds.  If we are unable to provide you with a resolution or work-around reasonable satisfactory to you, then notwithstanding anything to the contrary, you may terminate this Agreement upon written notice to us.  JCI may change, discontinue or deprecate any APIs utilized for the Service, if any, from time to time but will use commercially reasonable efforts to continue supporting the previous version of any API changed, discontinued, or deprecated for 12 months after the change, discontinuation or deprecation unless supporting the previous version (a) would pose a security or intellectual property issue, (b) is economically or technically burdensome, or (c) is rendered impossible or impractical as a result of a requirement of law or request from governmental entities.  The Services may require the installation of Equipment (as defined in Section 6 below) and/or embedded or other software (the “Software”) at your location or on your hardware to function.  If we provide Software to you as part of the Service and such Software is not licensed to you under another agreement (such as our standard End User License Agreement), JCI grants you a royalty free, non-assignable, non-exclusive license to use the Software provided to you by JCI as part of the Services for the sole purpose of enabling you to use and enjoy the benefit of the Services as permitted under this Agreement. The Software may update automatically on your hardware and equipment once a new version is available to you.  
  3. Authorized Users; Your Account. The Service may only be accessed and used by you and your employees that you have authorized to access and use the Service (collectively, the “Authorized Users”).  You will ensure that your Authorized Users comply with the terms of this Agreement.  You agree to be jointly and severally liable for all actions of Authorized Users related to their access or use of the Service and any failure by such Authorized Users to comply with the terms of this Agreement will constitute a breach by you.  You may be required to set up an account to access and use the Service.  Your account information can be used to access your account, including the Service Data (defined in Section 16).  You are responsible for all activities that occur under your account, and except to the extent caused by our breach of this Agreement, we are not responsible for unauthorized access to your account.  You are responsible for maintaining the confidentiality of all authentication credentials associated with your or your Authorized Users’ access to and use of the Service, and you must promptly notify us if you discover any possible misuse, loss, or disclosure of such credentials.
  4. Restrictions.  You may not use the Service in any manner or for any purpose, other than as expressly permitted by this Agreement. Your use of the Service must be in accordance with the Documentation.  You will be solely responsible for ensuring your use of the Service is in compliance with all applicable foreign, federal, state and local laws, rules, and regulations.  You may not (a) distribute, sell, rent, or lease the Service or make the Service available as a commercial product or service; (b) modify, alter, tamper with, copy, or create derivative works of the Service, including any software included therein; (c) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code of any software included in the Service or the trade secrets embodied in the Service, except and only to the extent that such activity may be expressly permitted, notwithstanding this limitation or another limitation contained in this agreement, either by applicable law or, in the case of open source software, the applicable open source license; (d) use the Service for purposes of developing a competing product or service; (f) remove any copyright, trademark, proprietary rights, disclaimer, or warning notice included on or embedded in any part of the Documentation and Service; (g) use the Service in any manner that is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable or in a manner that impersonates any person or entity, including without limitation any employee or representative of JCI; (h) use the Service upload, transmit or distribute any computer viruses, worms or any software intended to damage or alter a computer or communication network, computer, handheld mobile device, data, Service or any other system, device or proper; (i) jeopardizes the security of your Service account or anyone else’s account (such as allowing someone else to log in to the Service as you) or (j) runs Maillist, Listserv or any form of auto-responder or “spam” on the Service or any processes that otherwise interfere with the proper working of the Service (including by placing an unreasonable load on the Service infrastructure).  Under no circumstances will JCI be liable or responsible for any use, or any results obtained by the use, of the Service in conjunction with any services, software, or hardware that are not provided by JCI. All such use will be at your sole risk and liability. 
  5. Evaluation Offerings.  From time to time, we may offer you access to certain Services, and certain pre-release versions, features and functions of the Services, to you on a beta, trial, or evaluation basis (the “Trial Services”).  Trial Services are provided to you free of charge, except as otherwise specified by us, and may only be used for your own internal testing and evaluation of such Trial Services.  We may limit, suspend, or terminate your access to any portion of the Trial Services for any reason in our sole discretion.  All restrictions, limitations, and obligations related to your access to and use of the Services set forth in this Agreement shall apply to your access and use of the Trial Services.  Any Trial Services are subject to change without notice and may differ substantially upon commercial release.
  6. Third Party Software, Products and Services.  To the extent any software licensed from third parties, including open source software, (collectively, “Third Party Software”) is provided with or incorporated into the Service or the Software, you will comply with the terms and conditions of the applicable third party licenses associated with the Third Party Software, in addition to the terms and restrictions contained in this Agreement.  All relevant licenses for the Third Party Software are provided at www.johnsoncontrols.com/buildings/legal/digital.  By using the Service you are also agreeing to be bound to the terms of such third party licenses.  If provided for in the applicable third party license, you may have a right to reverse engineer such open source software or receive an open source code for such open source software for use and distribution in any program that you create, so long as you in turn agree to be bound to the terms of the applicable third party license, and your programs are distributed under the terms of that license.  If applicable, a copy of such open source code may be obtained free of charge by contacting your Johnson Controls representative. Unless otherwise set forth in applicable Subscription Agreement or other agreement between you and us, you acknowledge that: (i) the availability of the Service may be dependent on your computers, data collectors, mobile devices, wiring, network, and other related equipment (“Equipment”), your Internet service provider (“ISP”) and your mobile device carrier (“Carrier”); (ii) you are responsible for all fees charged by your ISP and Carrier in connection with your use of the Service; and (iii) you are responsible for compliance with all applicable agreements, terms of use/service and other policies of your ISP and Carrier.  JCI is not responsible for third parties or their products and services, including, without limitation, app stores, your Equipment, ISPs and/or Carriers. JCI hereby disclaims and you hereby discharge, waive and release JCI and its licensors and suppliers from any past, present and future claims, liabilities and damages, known or unknown, arising out of or relating to your Authorized Users or your interactions with such third parties and their products and services.  JCI MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY SOFTWARE.  ALL THIRD PARTY SOFTWARE IS PROVIDED "AS-IS," WITHOUT WARRANTIES OF ANY KIND.  IN NO EVENT WILL JCI BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE THIRD PARTY SOFTWARE, EVEN IF JCI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. 
  7.  Term and Termination.  This Agreement will commence on the earlier of: (a) the date you enter into a Subscription Agreement or (b) the date you first access or use the Service (the “Effective Date”) and, unless earlier terminated in accordance with this Agreement, continue in effect until the last expiration of your Subscriptions (the “Term”).  Either party may terminate this Agreement on written notice to the other party if the other party is in material breach of its obligations hereunder and fails to cure the breach within thirty (30) days of such written notice.  In addition, either party may, in its sole discretion, elect to terminate this Agreement on written notice to the other party upon the bankruptcy or insolvency of the other party or upon the bankruptcy or insolvency of the other party upon the commencement of any voluntary or involuntary winding up, or upon the filing of any petition seeking the winding up of the other party.  Upon any termination or expiration of this Agreement, the use and access rights granted to you Section 1 will automatically terminate and you will have no further right to use or access the Service.
  8. Suspensions.  JCI may suspend your access to or use of the Service, in whole or in part, immediately without notice to you, if JCI determines that:  (a) you are in breach of this Agreement or the Subscription Agreement; (b) it is reasonably necessary to prevent unauthorized access to the Service; or (c) your or your Authorized Users’ access or use of the Service (i) poses a security risk to the Service or any third party; (ii) may adversely impact the Service or the systems related thereto, (iii) may subject us or a third party to any liability, or (iv) may be fraudulent or prohibited by applicable law, rule or regulation.  You will remain responsible for all fees for the Subscriptions you have purchased and the use of the Subscriptions not suspended.
  9. Fees; Taxes.  You will pay the fees, if any, associated with the Service.  Unless otherwise set forth in the applicable Subscription Agreement, all amounts due hereunder shall be paid within thirty (30) days of the date of the invoice and payments not made within such time period shall be subject to late charges equal to the lesser of (i) one and one-half percent (1.5%) per month of the overdue amount or (ii) the maximum amount permitted under applicable law.  All taxes, duties, fees and other governmental charges of any kind (including sales and use taxes, but excluding taxes based on the gross revenues or net income of JCI) that are imposed by or under the authority of any government or any political subdivision thereof on the fees for the Service shall be borne solely by you, unless you can evidence tax exemption and shall not be considered a part of a deduction from or an offset against such fees. If you lose tax exempt status, you will pay any taxes due as part of any renewal or payment.  You will promptly notify JCI if your tax status changes.  You will pay all court costs, fees, expenses, and reasonable attorneys’ fees incurred by JCI in collecting delinquent fees.
  10. Intended Use.  The Service is intended to be accessed and used for non-time-critical information, not as a primary and real-time alarm and/or life safety monitoring platform.  THE SERVICE IS NOT INTENDED TO PROVIDE ANY EMERGENCY, MISSION CRITICAL OR SAFETY RELATED FUNCTIONALITY, AND YOU SHALL NOT USE THE SERVICE IN THAT MANNER. The Service is subject to sporadic interruptions and failures for a variety of reasons beyond JCI’s control, including Wi-Fi intermittency, service provider uptime, mobile carriers, among others, as well as routine system maintenance. You acknowledge these limitations and agree that JCI is not responsible for any damages allegedly caused by any interruption, failure or delay of the Service. 
  11. Limited Warranty; Disclaimer.  JCI warrants that the Service will perform substantially in conformance with its Documentation.  Except to the extent prohibited by applicable law, JCI’s sole obligation and your sole and exclusive remedy for breach of the foregoing warranty shall be that JCI will use commercially reasonable efforts to correct the non-conforming Service functionality without charge. JCI shall not be liable for warranty nonconformance caused by use or combination with hardware and software not provided by JCI, misuse of the Service, or your negligence or willful misconduct.  EXCEPT AS PROVIDED IN THIS SECTION, THE SERVICE IS PROVIDED ON AN “AS AVAILABLE,” “AS IS” BASIS.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, JCI AND ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, LICENSORS, SERVICE PROVIDERS, SUPPLIERS, SUBCONTRACTORS, DISTRIBUTORS AND VENDORS (THE “JCI PARTIES”) DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, AND FITNESS FOR A PARTICULAR PURPOSE.  WITHOUT LIMITING THE FOREGOING, THE JCI PARTIES DO NOT WARRANT THAT: (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE (INCLUDING INTERRUPTIONS DUE TO CYBERATTACKS OR MALICIOUS CODE OR OTHERWISE); OR (C) WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE NOT EXPLICITLY SPECIFIED IN THE DOCUMENATION, OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY JCI OR ANY OF ITS PERSONNEL OR AGENTS SHALL CREATE ANY ADDITIONAL JCI WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF JCI’S OBLIGATIONS HEREUNDER. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF EXPRESS OR IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG SUCH WARRANTIES LAST, SO THE EXCLUSIONS OR LIMITATIONS SET FORTH IN THIS SECTION 11 MAY NOT APPLY TO YOU. 
  12. Indemnities
    1. BY US.  JCI will defend and/or settle, at our cost and expense, any third party claim, suit, action, or proceeding (“Claim”) brought against you (the “Customer Indemnified Party”) alleging that the Service infringes a United States patent or a United States registered copyright of that third party, and JCI will pay all damages finally awarded and settlement amounts entered into by us on your behalf related to a covered Claim. The foregoing indemnification obligation of JCI is contingent upon you promptly notifying JCI in writing of such claim, permitting JCI sole authority to control the defense or settlement of such claim, and providing JCI reasonable assistance in connection therewith. If a claim of infringement under this Section occurs, or if JCI determines a claim is likely to occur, JCI will have the right, in its sole discretion, to either: (a) procure for you the right to continue to use the Service free of the infringement claim; or (b) replace or modify the Service to make it non-infringing, without loss of material functionality.  If either of these remedies is not reasonably available to JCI, JCI may, in its sole discretion, immediately terminate this Agreement and refund to you any fees paid for Services not yet provided as of the termination date.  Notwithstanding the foregoing, JCI shall have no obligation with respect to any claim of infringement that is based upon or arises out of (the “Excluded Claims”): (a) the use or combination of the Service with any hardware, software, products, data, or other materials not provided by us, including your own systems and data; (b) modification or alteration of the Service by anyone other than JCI or its agents; (c) your misuse of the Service or use of the Service in excess of the rights granted in this Agreement; (d) use of infringing aspects of the Service after we have provided a non infringing alternative or after we have terminated the agreement, (e) compliance with your designs, specification or instructions, or (f) any Third Party Software.  EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAWS, The provisions of this Section state the sole and exclusive obligations and liability of THE JCI PARTIES for any claim of intellectual property infringement, MISAPPROPRIATION, OR OTHER VIOLATION OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS arising out of or relating to the Service and/or this Agreement. 
    2. BY YOU.  You will indemnify, defend, and hold the JCI Parties harmless from any claims, damages, losses, liabilities, costs and expenses (including reasonable attorney’s fees) arising out of or related to a Claim arising out of or related to (a) the Excluded Claims; (b) your access to or use of the Service in breach of this Agreement, or (c) any allegation that the materials or content that you submit or otherwise make available under the Agreement infringe, misappropriate or violate the intellectual property rights of a third party. JCI must promptly notify you in writing of any such claim, permit you sole authority to control the defense or settlement of the claim, and provide you reasonable assistance in connection therewith. 
  13. Limitation of Liability.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE JCI PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY, FOR ANY CAUSE OF ACTION OR THEORY OF LIABILITY EVEN IF ADVISED OF THE POSSIBLITY OF SUCH DAMAGES, FOR ANY: (A) SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES; (B) DAMAGES FOR PERSONAL INJURY; (C) LOST PROFITS, REVENUES, DATA, CUSTOMER OPPORTUNITIES, BUSINESS, ANTICIPATED SAVINGS OR GOODWILL; AND (D) BUSINESS INTERRUPTION, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN ANY CASE, THE ENTIRE AGGREGATE LIABILITY OF THE JCI PARTIES UNDER THIS AGREEMENT FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL BE LIMITED TO FEES PAID BY YOU FOR THE SERVICE DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE LIABILITY. 
  14. Confidentiality.  You acknowledge that the ideas, methods, techniques, and expressions thereof contained in the Service (collectively, “JCI Confidential Information”) constitute confidential and proprietary information of JCI, the unauthorized use or disclosure of which would be damaging to JCI.  You agree to: (a) disclose the JCI Confidential Information only to Authorized Users, each of whom are under confidentiality obligations no less restrictive than the requirements of this Section 14; (b) use JCI Confidential Information only in connection with your use of the Service as permitted under this Agreement; and (c) take all reasonable measures to avoid disclosure, dissemination, or unauthorized use of the JCI Confidential Information, including at a minimum, the measures you take to protect your own confidential information of a similar nature. You may disclose JCI Confidential Information if you are required to do so pursuant to a valid order of a governmental agency, a court of law, or to any other competent authority, so long as you provide JCI with written notice of such request prior to such disclosure and cooperate with JCI to obtain a protective order.  JCI Confidential Information does not include any information that: (w) is or becomes publically available without breach of this Agreement; (x) can be shown by documentation to have been known by you at the time of your receipt from us; (y) is received from a third party without restriction who did not acquire or disclose such information by a wrongful or tortious act; or (z) can be shown by documentation to have been independently developed by you without reference to JCI Confidential Information.
  15. Equitable Remedy.  You recognize and agree that a remedy at law for damages will not be adequate to fully compensate JCI for the breach of Sections 1, 4, or 14. Therefore, JCI will be entitled to temporary injunctive relief against you without the necessity of proving actual damages and without posting bond or other security.  Injunctive relief will in no way limit any other remedies JCI may have as a result of breach by you of the foregoing Sections or any other provision of this Agreement.
  16. Data.  You acknowledge and agree that we collect, transmit and process information relating to the Services and other Submitted Data (“Service Data”).  You consent to our collection, ownership, use, and disclosure of the Service Data as described in this Section 16.
    1. Data Security.  We are committed to protecting the security and integrity of the Service Data. We have implemented and will maintain and follow appropriate technical and organizational measures intended to protect the Service Data against accidental, unauthorized or unlawful access, disclosure, alteration, loss, or destruction.
    2. Service Data.  We own the Service Data, and the Service Data may be used by us for any purpose including (a) to provide, maintain, support, protect, and improve the Service; and (b) to perform data analytics and develop, improve, enhance, or modify our products or services.  The Service Data may be disclosed by us to anyone including (i) to our affiliates; (ii) to our service providers, who provide services such as data analytics, information technology, and related infrastructure provision, application development, platform hosting, customer service, product development, auditing advisory and other services; (iii) to component manufacturers to permit them to study the use of their products, to improve their products and to develop new products; and (iv) to a third party in the event of any reorganization, bankruptcy, merger, sale, joint venture, assignment, transfer, or other disposition of all or any portion of our or any of our affiliates’ business, assets, or stock.
    3. De-Identified Data.  Notwithstanding the other terms of this Section 16, we may use or disclose De-Identified Data for any purpose.  “De-Identified Data” means Service Data that does not identify you directly or by inference.
    4. Submitted Data.  You will secure and maintain all legally required consents and rights and have provided all legally required notices to provide the Submitted Data to us.  You are solely responsible for all Submitted Data including the creation or maintaining of backups and copies of all Submitted Data and the accuracy, integrity, quality, legality, and appropriateness of the Submitted Data. JCI does not make any representations and warranties with respect to the Submitted Data.  “Submitted Data” means data you submit or otherwise make available to us under this Agreement.
    5. Location of Data.  Service Data may be transferred to or stored and/or processed in the United States or other countries in which we or our affiliates or subcontractors operate.  We will act in accordance with the requirements of this Agreement regardless of where we store or process the Service Data.
    6. Legal Purpose Disclosure.  Notwithstanding the other terms of this Section 16, we may use or disclose Service Data as we believe in good faith to be necessary or appropriate: (a) under applicable law, including laws outside your country of residence; (b) to comply with legal process; (c) to respond to lawful requests from public or government authorities; and (d) to enforce this Agreement or allow us to pursue available remedies or limit the damages that we may sustain.
    7. Personal Information.  All of the personally identifiable information that JCI collects from you and the operation of the Services, such as registration information, is subject to JCI's privacy policy then-currently in effect (the “Privacy Policy”), and applicable privacy laws. Please go to www.johnsoncontrols.com/legal/privacy to see JCI's current full Privacy Policy.  By installing or using the Services, you also consent to the collection, processing, and international transfer of data and information related to the business relationship between you and JCI, including the transfer of personally identifiable data (for example names, addresses, email addresses, telephone numbers) to and between JCI and its affiliates and third party processors engaged by us, wherever they may be located, any other authority and, except for security details, to any credit reference, debt collection, or public telecommunications agency for the purposes of fulfilling JCI’s obligations under this Agreement and implementing any business. You have the right to: (a) request access to this data; (b) rectify or cancel any inaccurate or expired data; and (c) object to any processing that does not conform to these purposes.  You may exercise your rights by writing to JCI at https://www.johnsoncontrols.com/contact-us or to such other location as JCI may designate.
  17. Proprietary Rights. 
    1. Service.  Other than as expressly set forth in this Agreement, JCI and its licensors reserve all right, title and interest in and to the Service and all intellectual property rights in or pertaining to the Service or its use. 
    2. Feedback.  You may provide suggestions, comments, or other feedback (collectively, “Feedback”) to JCI with respect to its products and services, including the Service. Feedback is voluntary, and JCI is not required to hold it in confidence. JCI may use Feedback for any purpose without obligation of any kind.  To the extent a license is required under your intellectual property rights to make use of the Feedback, you grant JCI an irrevocable, non-exclusive, perpetual, world-wide, royalty-free license to use the Feedback in connection with JCI’s business, including enhancement of the Service, and the provision of products and services to JCI’s customers.
  18. Governing Law and Arbitration, Class-Action Waiver and Jury Waiver. 
    1. Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Wisconsin, as applied to agreements entered into and wholly performed within Wisconsin between Wisconsin residents. In the event the foregoing sentence is determined by a court of competent jurisdiction to not be enforceable or applicable to an action or proceeding brought by either party relating to or under this Agreement, the parties agree to the application of the laws of the country in which you entered into this Agreement to govern, interpret, and enforce all of your and JCI’s respective rights, duties, and obligations arising from, or relating in any manner to, the subject matter of this Agreement, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to any such action or proceeding.
    2. Arbitration.  All disputes, claims or controversies arising out of or relating to this Agreement will be resolved by binding arbitration.
  19. General. This Agreement and any related Subscription Agreement constitutes the entire understanding and agreement between the parties with respect to the transactions contemplated in this Agreement and supersedes all prior or contemporaneous oral or written communications with respect to the subject matter of this Agreement, all of which are merged in this Agreement.  This Agreement shall not be modified, amended, or in any way altered except by an instrument in writing signed by authorized representatives of both parties.  In the event that any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree, the remainder of this Agreement shall remain valid and enforceable according to its terms.  Any failure by JCI to strictly enforce any provision of this Agreement will not operate as a waiver of that provision or any subsequent breach of that provision.  The following provisions shall survive any termination or expiration of this Agreement:  Sections 4 (Restrictions), 7 (Term and Termination), 9 (Fees and Taxes) (to the extent of any fees accrued prior to the date of termination), 13 (Limitation of Liability), 14 (Confidentiality), 16 (Data), 17 (Proprietary Rights), 18 (Governing Law and Jurisdiction), 19 (General), and 21 (U.S. Government Rights).  JCI may assign any of its rights or obligations hereunder as it deems appropriate.  IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN EFFECT.
  20. Export/Import.  The Service is licensed for use in the specific country authorized by JCI. You may not export or import the Service to another country without JCI’s written permission and payment of any applicable country specific surcharges. You agree to comply fully with all relevant and applicable export and import laws and regulations of the United States and foreign nations in which the Service will be used (“Export/Import Laws”) to ensure that neither the Service nor any direct product thereof are (a) exported or imported, directly or indirectly, in violation of any Export/Import Laws; or (b) are intended to be used for any purposes prohibited by the Export/Import Laws. Without limiting the foregoing, you will not export, re-export or import the Service: (x) to any country to which the United States or European Union has embargoed or restricted the export of goods or services to or to any national of any such country, wherever located, who intends to transmit or transport the Service back to such country; (y) to any user who you know or have reason to know will utilize the Service in the design, development or production of nuclear, chemical, or biological weapons; or (z) to any user who has been prohibited from participating in export transactions by any federal or national agency of the U.S. government or European Union. 
  21. U.S. Government Rights.  The Service is a “commercial item” as that term is defined at 48 CFR 2.101 (October 1995), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 CFR 12.212 (September 1995), and is provided to the U.S. Government only as a commercial end item.  Consistent with 48 CFR 12.212 and 48 CFR 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire the Service with only those rights set forth herein.
  22. Electronic Acceptance.  This Agreement may be accepted in electronic form (e.g., by an electronic or other means of demonstrating assent) and your acceptance will be deemed binding between the parties. Neither party may contest the validity or enforceability of this Agreement, including under any applicable statute of frauds, because it was accepted or signed in electronic form. Electronically maintained records when produced in hard copy form shall constitute business records and shall have the same validity as any other generally recognized business records.
  23. Notice.  You agree that JCI may contact you by any reasonable means to provide you with information and notices relating to the Services, this Agreement or for other purposes related to the subject matter of this Agreement.  Such means of communication may include email (via the contact information you have provided in your Services account) or through the user interface for the Services.  Notices to JCI will be delivered by registered or certified mail only, return receipt requested, to the following address: Johnson Controls 507 E Michigan Street, Milwaukee, WI 53202, Attn:  Legal. Unless otherwise provided by applicable laws, notices are effective (a) when delivered personally, (b) seven (7) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, (c) two (2) business days after deposit with a private industry express courier, with written confirmation of receipt, (d) for email or other electronic transmission, when sent, or (e) if posted in the user interface for the Services, when posted.  You are responsible for ensuring that the email address and contact information in your account is accurate and current. Notices sent via email, electronic transmission or user interface for the Service will be effective when sent, regardless of whether actually received
  24. Changes to this Agreement.  Except to the extent prohibited by applicable laws, we may modify this Agreement by posting a revised version to our site on which this Agreement is posted, via any means permitted under Section 23, or by any other reasonable means.  You should ensure that you have read and agree with our most recent Agreement terms when you use the Service.  Continued use of the Service following notice of such changes shall indicate your acknowledgment of such changes and agreement to be bound by the revised Agreement terms.