Effective as of November 30, 2016
By accessing or using the Site or Services, including downloading and installing the App or registering for or using the Services, you represent that (1) you have read, understand and accept (on behalf of yourself or the entity that you represent) the Terms; (2) you are of legal age to form a binding contract with Stilla; and (3) you have the right, authority, and capacity to enter into these Terms (on behalf of yourself or the entity that you represent).
This is a binding agreement between you and Stilla; if you do not agree with all of the provisions of these Terms, do not access and/or use the Stilla Properties.
THE STILLA PROPERTIES, IN PARTICULAR THE STILLA DEVICE AND SERVICES, ARE INTENDED TO FUNCTION AS TOOLS THAT ASSIST YOU IN MONITORING YOUR PERSONAL BELONGINGS. YOU ARE HEREBY NOTIFIED THAT THE STILLA DEVICE AND SERVICES SHOULD NOT BE SOLELY OR EXCLUSIVELY RELIED UPON IN SAFEGUARDING AND MONITORING YOUR PERSONAL BELONGINGS. THE STILLA PROPERTIES, IN PARTICULAR THE STILLA DEVICE AND SERVICES, ARE NOT INTENDED TO BE USED AS A FOOLPROOF ANTI-THEFT PRODUCT OR AS A PRODUCT UPON WHICH YOU SOLELY RELY FOR THE MONITORING AND SAFEGUARDING OF PERSONS AND/OR PROPERTY. YOU HEREBY WARRANT AND REPRESENT THAT YOU UNDERSTAND AND AGREE THAT STILLA SHALL NOT BE HELD LIABLE FOR ANY DAMAGES RESULTING FROM OR CAUSED BY LOST OR STOLEN BELONGINGS, OR PERSONS REMOVED FROM YOUR CARE, REGARDLESS OF THE EXTENT OF YOUR RELIANCE ON THE STILLA PROPERTIES, OTHER THAN THE LIABILITY PROVISIONS IN SECTION 10.
- THE STILLA PROPERTIES
The Stilla Properties, and the information and content available on the Stilla Properties are protected by copyright laws throughout the world. Subject to these Terms, Stilla grants you a limited license to reproduce portions of the Stilla Properties for the sole purpose of using the Stilla Properties for your personal, non-commercial use. Other trademarks, logos, and images that are available in connection with the Service are the property of their respective owner, which may or may not be affiliated with, connected to, or sponsored by Stilla.
Subject to these terms and conditions herein and in consideration of the rights to use the Service granted by Stilla to you, Stilla grants you a personal, revocable, limited, non-transferable, non-sublicenseable license to use the App on either (1) any iOS-enabled mobile device that you own or control, or (2) any Android-enabled mobile device that you own or control. With respect to any App accessed through or downloaded from the Apple App Store, Google Chrome Web Store, Google Play marketplace, or any similar store or marketplace (each, an “App Store” and references to an App Store include the corporate entity and its subsidiaries making such App Store available to you), you agree to comply with all applicable third party terms of the relevant App Store (e.g. Apple App Store’s “Usage Rules”) (the “Usage Rules”).
Subject to the terms and conditions herein, Stilla grants you a personal, revocable, perpetual, limited, non-sublicenseable license to use the software embedded in the Device (“Firmware”) in object code form only, solely for and as necessary to use the Device for your personal, non-commercial use.
The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, communicate to the public, distribute, host, or otherwise commercially exploit the Stilla Properties or any portion of the Stilla Properties; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Stilla Properties (including images, text, page layout, or form) of Stilla; (c) you shall not use any metatags or other “hidden text” using Stilla’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile, or reverse engineer any part of the Stilla Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices, or other processes (including spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to “scrape” or download data from any web pages contained in the Site (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of, and solely to the extent necessary for, creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access the Stilla Properties in order to build a similar or competitive website, application, or service; (g) except as expressly stated herein, no part of the Stilla Properties may be copied, reproduced, communicated to the public, distributed, republished, downloaded, displayed, posted, or transmitted by you in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Stilla Properties. Any future release, update, or other addition to the Stilla Properties shall be subject to the version of these Terms published by Stilla as of the date you install or use such future release, update, or other addition. You agree, however, that we are not obligated to create or provide any support, corrections, updates, upgrades, bug fixes, or enhancements of the Stilla Properties. Stilla, and its suppliers and licensors, reserve all rights not granted in the Terms. Any unauthorized use of the Stilla Properties terminates the licenses granted by Stilla pursuant to the Terms.
- YOUR MEMBER ACCOUNT
In order to use certain features of the Stilla Properties, you may have to create an account (“Member Account”). When you set up your Member Account, you will be required to create log-in credentials by providing certain types of personal information (“Login Credentials”). You are responsible for maintaining the confidentiality of your Login Credentials, and are solely responsible for all activities that occur using your Login Credentials. You agree not to allow a third party to use your Login Credentials at any time. Stilla reserves the right to terminate any username and password, which Stilla reasonably determines may have been used by an unauthorized third party. YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR LOGIN CREDENTIALS AND YOU WILL BE RESPONSIBLE FOR ANY AND ALL ACTIVITIES THAT ARE CONDUCTED THROUGH YOUR MEMBER ACCOUNT.
You may also link your Member Account with certain third party social networking services, including Facebook, (each an “SNS Account”) by either (1) providing your SNS Account login information to Stilla; or (2) allowing Stilla to access your SNS Account, if either or both methods of access are permitted under the applicable terms and conditions that govern your use of each SNS Account. You represent that you are entitled to disclose your SNS Account login information to Stilla and grant Stilla access to your SNS Account without breach by you of any of the terms and conditions that govern your use of the applicable SNS Account and without obligating Stilla to pay any fees or making Stilla subject to any usage limitations imposed by such third party service providers. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE SOCIAL NETWORKING SERVICE PROVIDERS ASSOCIATED WITH YOUR SNS ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENTS WITH SUCH SOCIAL NETWORKING SERVICE PROVIDERS.
- MAKING PURCHASES
Descriptions, images, references, features, content, specifications, products, prices, and availability of any products or services are subject to change without notice, and our current prices can be found on the Site. We make reasonable efforts to accurately display the attributes of our Devices, including the applicable colors; however, the actual color you see will depend on your computer system, and we cannot guarantee that your computer will accurately display such colors. The inclusion of any products or services on the Site at a particular time does not imply or warrant that these products or services will be available at any time. It is your responsibility to ascertain and obey all applicable local, state, federal, and international laws (including minimum age requirements) in regard to the possession, use, and sale of any item purchased through the Site. By placing an order, you represent that the Devices ordered will be used only in a lawful manner. We reserve the right, with or without prior notice, to limit the available quantity of or discontinue any product or service; to honor or impose conditions on the honoring of, any coupon, coupon code, promotional code, or other similar promotions; to bar any user from making any or all purchases; and to refuse to provide any user with any product or service.
Title and risk of loss for any purchases pass to you upon our delivery to our carrier. When you place an order, we will not charge you until we ship the items ordered. We reserve the right to ship partial orders (at no additional cost to you), and the portion of any order that is partially shipped may be charged at the time of purchase.
- DEVICE WARRANTIES AND RETURNS
Stilla provides a limited warranty to our Device as set forth on our Warrant Page, which is incorporated herein by reference. In the event the Devices do not conform to the limited warranties set forth therein, Stilla will provide you the remedy set forth on the Warranty Page.
- UNAUTHORIZED USE OF THE PROPERTIES
You understand that the Stilla Properties provide an easy, simple method to monitor and, where applicable, to track your personal belongings. The Stilla Properties, including, but not limited to, the Devices and Apps, are not designed, intended, authorized, or warranted to be suitable for use in “Unauthorized Applications”, which include but are not limited to the following examples: any undisclosed, unauthorized monitoring/tracking of persons.
You warrant that you will not use the Stilla Properties for or with any Unauthorized Applications, and you further agree to, without limitation, defend, indemnify, and hold harmless Stilla from and against any and all claims, suits, actions, proceedings, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or in connection with your breach of this Section. You further acknowledge and agree that Stilla has no obligation to monitor your use of the Stilla Properties, or any other information uploaded by or through the Stilla Properties to Stilla’s servers, and that the Stilla has no obligation, thought it reserves the right, to take any action in response to such information.
- THIRD PARTY LINKS
- LOG FILES
When you visit our Site, the server housing the pages automatically generates a “session log.” We use session logs to help us determine how people travel through our Site. In this way, we can structure our pages so that the information most frequently visited is easier to find. By tracking page visits, we can also determine if the information we're providing is being used. The only data gathered is the Internet Protocol (IP) address from which you came (which contains no personal information), the web site that referred you, the pages you visited and the date and time of those visits.
- LIMITATION OF LIABILITY
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL STILLA (OR OUR SUPPLIERS AND LICENSORS) BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, DIRECT, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE STILLA PROPERTIES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF STILLA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, in no event shall STILLA’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the greater of: (1) the amounts paid by you to STILLA during the twelve (12) months immediately preceding the events or omissions giving risk to such damages, or (2) the amount of one hundred U.S. dollars ($100.00). The foregoing limitations will apply even if the above stated remedy or any other remedy set forth in these Terms fails of its essential purpose. ACCESS TO, AND USE OF, THE STILLA PROPERTIES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
By using the Stilla Properties you agree that you will defend, indemnify and hold harmless Stilla together with its employees, agents, directors, officers and shareholders, from and against all the liabilities, claims, damages and expenses (including reasonable attorneys' fees and costs) arising out of (a) your use of the Stilla Properties, (b) your breach or alleged breach of these Terms, (c) your violation or alleged violation of applicable laws or regulations or third party rights, and (d) any negligent acts, omissions, or willful misconduct by you. Stilla reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and, in such case, you shall agree to cooperate with Stilla's defense of such claim. You agree not to settle any matter without the prior written consent of Stilla. Stilla will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE STILLA PROPERTIES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND STILLA (AND OUR SUPPLIERS AND LICENSORS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH RESPECT TO THE STILLA PROPERTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT. WE (AND OUR SUPPLIERS AND LICENSORS) MAKE NO WARRANTY THAT THE STILLA PROPERTIES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE FROM VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY STILLA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, REPRESENTATIONS, OR CONDITIONS, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY IN FULL TO YOU. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE STILLA PROPERTIES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) CALENDAR DAYS FROM THE DATE OF FIRST USE AND STILLA’S LIABILITY FOR BREACH THEREOF SHALL BE LIMITED AT STILLA’S OPTION TO ONE OR MORE OF THE FOLLOWING: (1) WHERE THE BREACH OF THE CONDITION OR WARRANTY RELATES TO GOODS, THE REPLACEMENT OR REPAIR OF THE GOODS, THE SUPPLY OF EQUIVALENT GOODS, OR PAYMENT OF THE COST OF DOING SO; AND (2) WHERE THE BREACH OF THE CONDITION OR WARRANTY RELATES TO SERVICES, THE SUPPLY OF SERVICES AGAIN, OR THE PAYMENT OF THE COST OF HAVING THEM SUPPLIED AGAIN.
- APP STORE ADDITIONAL TERMS AND CONDITIONS
The following additional terms and conditions apply to you if you are using an App from an App Store. To the extent the other terms and conditions of these Terms are less restrictive than, or otherwise conflict with, the terms and conditions of this Section, the more restrictive or conflicting terms and conditions in this Section apply, but solely with respect to Apps from the App Store.
Acknowledgement. Stilla and you acknowledge that these Terms are concluded between Stilla and you only, and not with any App Store. Stilla, not the App Store, is solely responsible for the App and the content thereof. To the extent these Terms provide for usage rules for the App that are less restrictive than the Usage Rules as defined in Section 2 of these Terms, or otherwise are in conflict with the application store terms of service, the more restrictive or conflicting App Store terms of service or Usage Terms shall apply, as applicable.
Scope of License. As further described in these Terms, the license granted to you for the App is limited to a non-transferable license to use App on either an iOS or Android device that you own or control and as permitted by the Usage Rules.
Maintenance and Support. Stilla is solely responsible for providing any maintenance and support services (if any) with respect to the App, as specified in these Terms, or as required under applicable law. Stilla and you acknowledge that the App Store has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
Warranty. Stilla, and not the App Store, is responsible for product warranties, whether express or implied by law, as described in these Terms. If the App fails to conform to any applicable warranty, you may notify the App Store, and the App Store may refund the purchase price of the App to you; and to the maximum extent permitted by applicable law, the App Store will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be Stilla’s responsibility.
Product Claims. Stilla and you acknowledge that the App Store is not responsible for addressing any of your or any third party’s claims relating to the App or your possession or use of the App, including, but not limited to: (1) product liability claims; (2) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation. These Terms limit Stilla’s liability to you beyond what is required under applicable law.
Intellectual Property Rights. Stilla and you acknowledge that, in the event of any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, the App Store will not be responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.
Legal Compliance. You represent and warrant that (1) 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 (2) you are not listed on any U.S. Government list of prohibited or restricted parties.
Developer Name and Address. Stilla’s contact information for any questions, complaints, or claims with respect to the App is set forth below.
Third Party Terms of Agreement. You must comply with applicable third party terms of agreement when using the App, if any.
Third Party Beneficiary. You agree that the App Store (and its subsidiaries) is a third party beneficiary of these Terms and will have the right to enforce these Terms.
These Terms are subject to change by Stilla in its sole discretion at any time and from time-to-time. When changes are made, Stilla will make a new copy of the Terms available on the Site. We will also update the Effective date at the top of these Terms. If we make any material changes to these Terms and you have a Member Account, we will send an e-mail to you at the last e-mail address you provided to us pursuant to these Terms. Any changes to these Terms will be effective immediately for new users of the Stilla Properties and will be effective thirty (30) calendar days after posting notice of such changes on the Site for existing users. Stilla may require you to provide consent to the updated Terms in a specified manner before further use of the Stilla Properties is permitted. If you do not agree to any changes after receiving a notice of such changes, you must stop using the Stilla Properties immediately and you are no longer authorized to use the Stilla Properties. Otherwise, your continued use of the Stilla Properties constitutes your acceptance of such changes. PLEASE REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS.
You agree that submission of any ideas, suggestions, documents, or proposals to Stilla through its suggestion, feedback, wiki, forum, or similar pages (“Feedback”), which exist now or which may exist in the future, is at your own risk and that Stilla has no obligations (including, without limitation, obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. In consideration of the rights to use the Service granted herein, you hereby grant to Stilla a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner it deems appropriate, any and all Feedback, and to sublicense the foregoing rights. Stilla will treat any Feedback you provide to Stilla as non-confidential and non-proprietary.
- TERM AND TERMINATION
Subject to this Section, these Terms will remain in full force and effect while you use the Stilla Properties. We may suspend or terminate your rights to use the Stilla Properties (including your Member Account) at any time, and from time-to-time, for any reason in our sole discretion, including for any use of the Stilla Properties in violation of these Terms. Upon termination of your rights under these Terms, your Member Account and right to access and use the Stilla Properties will terminate immediately. We will not have any liability whatsoever to you for any termination of your rights to use the Stilla Properties, including for termination of your Member Account. You may cancel your Member Account at any time by contacting us. Even after your rights under these Terms are terminated, all provisions of these Terms which by their nature should survive, will survive, including, without limitation, ownership provisions, indemnification, warranty disclaimers, and limitations of liability.
- CHOICE OF LAW; DISPUTES
You agree to resolve any claim, cause of action or dispute (together a “claim”) you have with Stilla arising out of or relating to the Properties exclusively in a state or federal court located in the city of San Francisco, California. The laws of the State of California will govern these Terms, as well as any claim that may arise between you and Stilla without regard to conflict of law principles. You agree to submit to the exclusive personal jurisdiction of the courts of the State of California located in the city of San Francisco, for the purpose of litigating all such claims. Any dispute arising hereunder or related to your use and/or access to the Properties shall be solely between you and Stilla, and to the fullest extent permitted by law, no dispute or proceeding shall be joined with any other or decided on a class-action basis. In the event any breach of these Terms portends irreparable injury to Stilla, you agree that Stilla shall be entitled to seek equitable relief, including injunctions and declaratory judgments, in addition to any other remedies permitted by law.
Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Stilla and you regarding the Stilla Properties, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Stilla and you regarding the Stilla Properties. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation.”
Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without Stilla’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and void. Stilla may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Electronic Communications. The communications between you and Stilla use electronic means. For contractual purposes, you (a) consent to receive communications from Stilla in an electronic form, and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Stilla provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights.
Waiver; Remedies. Stilla’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Stilla. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Copyright/Trademark Information. Copyright © 2015 Stilla. All rights reserved. All trademarks, logos, and service marks (“Marks”) displayed on the Stilla Properties are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
Export. The Stilla Properties may be subject to the export control laws of the United States and other countries and may be subject to import regulations in other countries. You agree not to export, re-export, or transfer, directly or indirectly, any technical data acquired from Stilla, or any products utilizing such data, in violation of the export laws or regulations of the United States or other countries.
Release. You hereby release and forever discharge Stilla (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Stilla Properties (including any interactions with, or act or omission of, other users). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
Questions. If you have any questions, complaints or claims with respect to the Stilla Properties, please contact us. We will do our best to address your concerns.
One Market Street
Spear Tower, 36th Floor
San Francisco, CA 94105