End User License Agreement

COSMOS™ HEALTHY HOME SYSTEM  

END USER LICENSE AGREEMENT 

Last updated: March 15, 2021 

IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN YOU ("you" or the "Authorized User") AND PANASONIC CORPORATION OF NORTH AMERICA ("We" or "Panasonic").  BEFORE DOWNLOADING, ACCESSING, OR USING ANY PART OF THE COSMOS HEALTHY HOME SYSTEM MOBILE APPLICATION (including all related user account descriptions and other documentation, the “Application”), YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS COSMOS™ END USER LICENSE AGREEMENT (the or this "EULA") AS THEY GOVERN YOUR ACCESS TO AND USE OF THE  Panasonic COSMOS™ HEALTHY HOME SYSTEM SOFTWARE-AS-A-SERVICE PLATFORM THROUGH THIS Application (collectively, the or this "Cosmos Platform").  Panasonic IS WILLING TO LICENSE AND ALLOW THE USE OF THIS Application ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS EULA.  IF YOU DO NOT AGREE WITH THIS EULA, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THE Application. 

BY CLICKING THE "AGREE" BUTTON YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS EULA; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER; AND (C) ACCEPT THIS EULA AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. 

  1. License Grant. Subject to the terms of this EULA, Company grants to you a limited, personal, revocable, non-exclusive, royalty-free, and nontransferable license to use the Application conditioned on your continued compliance with the terms and conditions of this EULA.  This EULA permits you to (i) download, install and use the Application from the Internet or through an on-line network for your personal, non-commercial use in authorized jurisdictions strictly in accordance with the terms of this EULA and the Application’s documentation.  You may also load information from the Application into your mobile device or computer's temporary memory (RAM) and print and download materials and information from the Application solely for your personal or business use, provided that all hard copies contain all copyright and other applicable notices contained in such materials and information.  If you are using the Cosmos Platform on behalf of a company or other form of entity, please note that such a company or entity may have a separate agreement with Panasonic regarding access and usage privileges for the Cosmos Platform.  Nevertheless, your personal use of the Application will be subject to the obligations and restrictions regarding use of the Application as set forth in this EULA. 

  1. License Restrictions. The foregoing license is limited. You may not:  

  1. use the Application in any way that is contrary to the purposes described by Company in the Application’s documentation; 

  1. copy the Application, except as expressly permitted by this license; 

  1. modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Application; 

  1. reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Application or any part thereof; 

  1. remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Application, including any copy thereof; 

  1. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Application or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time; 

  1. remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Application; or  

  1. use the Application in, or in association with, the design, construction, maintenance or operation of any hazardous environments or systems, including any power generation systems; aircraft navigation or communication systems, air traffic control systems or any other transport management systems; safety-critical applications, including medical or life-support systems, or any police, fire or other safety response systems; and military or aerospace applications, weapons systems or environments. 

  1. Reservation of Rights. You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application under this EULA, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions and restrictions, under this EULA. Company and its licensors and service providers reserve and shall retain their entire right, title and interest in and to the Application, including all copyrights, trademarks and other intellectual property rights therein or relating thereto, except as expressly granted to you in this EULA.   

  1. Collection and Use of Your Information. You acknowledge that when you download, install or use the Application, Company may use automatic means (including, for example, cookies and web beacons) to collect information about your mobile device or desktop computer and about your use of the Application. You also may be required to provide certain information about yourself as a condition to downloading, installing or using the Application or certain of its features or functionality. All information we collect through or in connection with this Application is subject to the Cosmos Privacy Policy.  By downloading, installing, using and providing information to or through this Application, you consent to all actions taken by us with respect to your information in compliance with the Cosmos Privacy Policy. If you choose to limit information that you share with us as necessary to provide the Content and Services (defined below) to you,  you may be restricted from accessing or using certain of the Application’s features and functionality 

  1. Access to Content and Services.  

  1. You may access information, features, and services (collectively, the “Content and Services”) relating to the Cosmos Platform through the Application. You may also access information about the Cosmos Platform products via the Cosmos Platform website at https://na.panasonic.com/us/cosmos-healthy-home-system (the “Website”). Your access to and use of the Content and Services via the Application are governed by the this EULA and the Cosmos Privacy Policy (collectively, the “Cosmos Terms”) available at https://na.panasonic.com/us/home-and-building-solutions/ventilation-indoor-air-quality/end-user-license-agreement, which is incorporated herein by reference. We may require you to acknowledge your acceptance of such Cosmos Terms and your failure to do so may restrict you from accessing or using certain of the features and functionality of the Content and Services. Any violation of such Cosmos Terms will also be deemed a violation of this EULA.  

  1. Updates. Company may from time to time in its sole discretion develop and provide updates to both the mobile and desktop versions of the Application. Such updates may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on the settings of your mobile device, when your mobile device is connected to the internet and you have installed the Application on that mobile device, either: 

  1. the Application will automatically download and install all available Updates; or 

  1. You may receive notice of or be prompted to download and install available Updates. 

You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate on your mobile device should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this EULA. 

  1. Third Party Materials. The Application may display, include or make available third-party content (including data, information, applications and other products services and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third Party Materials”). You acknowledge and agree that Company is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you and you access and use them at entirely at your own risk and subject to such third parties’ terms and conditions. 

  1. Term and Termination. 

  1. The term of this EULA commences when you acknowledge your acceptance and will continue in effect until terminated by you or Company as set forth in this Section 9. 

  1. You may terminate this EULA by deleting the Application and all copies thereof from your mobile device or canceling your user account. 

  1. Company may terminate this EULA at any time without notice if it ceases to support the Application, which Company may do in its sole discretion.  

  1. In addition, this EULA will terminate immediately and automatically without any notice if You violate any of the terms and conditions of this EULA. 

  1. Upon termination: 

  1. all rights granted to you under this EULA will also terminate; and 

  1. You must cease all use of the Application and delete all copies of the Application from your mobile device and account. 

  1. Termination will not limit any of Company's rights or remedies at law or in equity. 

  1. Warranty; Disclaimers. COMPANY PROVIDES THE APPLICATION TO YOU "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.  

  1. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, AGENTS, EMPLOYEES OR DIRECTORS OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES FOR: 

  1. PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, OR  

  1. DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED ONE THOUSAND DOLLARS.  

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.  

  1. Indemnification. You agree to indemnify, defend and hold harmless Company and its officers, directors, employees, agents, affiliates, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or relating to your use or misuse of the Application or your breach of this EULA. Furthermore, you agree that Company assumes no responsibility for the content you submit or make available through this Application. 

  1. Geographic Restrictions and Prohibitions. You acknowledge that you may not be able to access all or some of the Content and Services outside of the United States of America (“U.S.”) and that access thereto may not be legal by certain persons or in certain countries. If you access the Content and Services from outside the U.S., you are responsible for compliance with local laws. You further represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. 

  1. Export Regulation. The Application may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Application available outside the U.S. 

  1. U.S. Government Rights. The Application is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the U.S. Government or any contractor therefor, you receive only those rights with respect to the Application as are customarily granted to all other end users of the public under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other U.S. Government licensees and their contractors.  

  1. Severability. If any provision of this EULA is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this EULA will continue in full force and effect. 

  1. Governing Law. This EULA is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of or related to this EULA or the Application shall be instituted exclusively in the federal courts of the U.S. or the courts of the State of New York in each case located in the city of New York and the county of New York. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.  

  1. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. 

  1. Entire Agreement.This EULA, the Cosmos Privacy Policy,  and any other terms of service that Panasonic publishes to you with respect to your use of the Cosmos Services, constitute the entire agreement between you and Company with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application.  

  1. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this EULA and any applicable purchase or other terms, the terms of this EULA shall govern.  

  1. Other Submissions.  The personal information you submit to Company through the Application is governed by the Cosmos Privacy Policy To the extent there is an inconsistency between this EULA and the Cosmos Privacy Policy, this EULA shall govern.  

 

We might ask you to take and share pictures or videos of your System from time-to-time as necessary to fulfill our customer service commitment to You. You agree that you will not share any such pictures or other media that contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of the Application. 

By uploading any media like a photo or video, (a) you grant to Company a perpetual, non-exclusive, worldwide, royalty-free license to use, copy, print, display, reproduce, modify, publish, post, transmit and distribute the media and any material included in the media; (b) you certify that any person pictured in the submitted media (or, if a minor, his/her parent/legal guardian) authorizes Company to use, copy, print, display, reproduce, modify, publish, post, transmit and distribute the media and any material included in such media; and (c) you agree to indemnify Company and its affiliates, directors, officers and employees and hold them harmless from any and all claims and expenses, including attorneys' fees, arising from the media and/or your failure to comply with these the terms described in this EULA. Company reserves the right to review all media prior to submission to the site and to remove any media for any reason, at any time, without prior notice, at its sole discretion. 

  1. Personal Information.  When you download or use the Application, you may be asked to provide information by which you may be personally identified, such as name, postal address, e-mail address, telephone number, social security number or ANY OTHER INFORMATION THE SOFTWARE COLLECTS THAT IS DEFINED AS PERSONAL OR PERSONALLY IDENTIFIABLE INFORMATION UNDER AN APPLICABLE LAW ("personal information"). This information includes data that you provide by filling in forms in the Application. It also includes information provided at the time of first using the Application and subscribing to the Cosmos Platform. You may also be asked to provide information when you report a problem with the Application.  This information includes records and copies of your correspondence (including e-mail addresses and phone numbers), if you contact us. You may provide information to be published or displayed (“Posted”) within your registered account’s user group through the use of the Application (collectively, “User Contributions”). Your User Contributions are Posted and transmitted at your own risk. Although Company will give you choices about privacy settings by logging into your user profile, please be aware that no security measures are perfect or impenetrable. Additionally, Company cannot control the actions of third parties with whom you may choose to share your User Contributions. Therefore, Company cannot and does not guarantee that only authorized persons will view your User Contributions.    

 

  1. Passwords. The Application has several tools that allow you to record and store information. You are responsible for taking all reasonable steps to ensure that only authorized persons shall have access to your passwords or accounts. It is your sole responsibility to (1) control the dissemination and use of your sign-in name, screen name and passwords; (2) authorize, monitor, and control access to and use of your account and password; (3) promptly inform Company if you believe your account or password has been compromised or if there is any other reason you need to deactivate a password. To contact us about your passwords, please log in to the app and use the support function or contact us at the following email address: ventfans@us.panasonic.com. You grant Company and all other persons or entities involved in the operation of the Application the right to transmit, monitor, retrieve, store, and use your information in connection with the operation of the Application. Company cannot and does not assume any responsibility or liability for any information you submit, or your or third parties' use or misuse of information transmitted or received using the Application tools and services. 

  1. Contact Information. If you have any questions, complaints, or claims with respect to the Application, please contact the Company at: 

 

Panasonic Corporation of North America 

Cosmos Customer Support 

Two Riverfront Plaza 

Newark, NJ 07102-5430 

Tel: 1-866-292-7292 

Email:  ventfans@us.panasonic.com