Services Agreement

This Services Agreement ("Agreement") is between you ("User") and Freenet-uk LTD ("Company") doing business as myhome247. In consideration of the right to access and use Freenet-uk LTD’s website, http://www.myhome247.co.uk ("Website"), and receive services offered through the Website and related services intended only for the uses set forth in Section 19 below (the "Services"), User agrees to the terms and conditions of use set forth in this Agreement and acknowledges that he or she is at least 18 years of age. By accepting these terms and conditions, indicates User's agreement to be legally bound by the terms and conditions of this Agreement as set forth below and User is acknowledging, just as if you signed a written contract, that (1) you expressly agree to do business with Company electronically for the services covered by this Agreement and (2) you have read this Agreement in its entirety and agree to abide by the terms and conditions herein. This Agreement applies to the Services currently offered by Company and any Services that the Company may choose to offer in the future (unless stated otherwise). Company may assign this Agreement and its rights and obligations pertaining to the provision of the Services, or parts thereof, to a parent or affiliated company without notice to User. Company may assign this Agreement and its rights and obligations pertaining to the provision of the Services, or parts thereof, to any other entity with reasonable notice to User. User may not assign this Agreement or its rights and obligations hereunder without prior written consent from Company. User may not assign this Agreement or its rights and obligations hereunder without prior written consent from Company.

1. Covenant to Read Agreement.
User acknowledges that User has read this Agreement and accepts the terms thereof. If User does not agree to these terms and conditions, User may not access or otherwise use the Website or the Services.

2. Company's Use of Independent Contractor to Provide Services.
The term "Provider", when used in this Agreement, shall refer to Company as well as any independent contractor(s) engaged by Company to perform some or all of the Services. Company has contracted with an independent contractor to provide some or all of the Services, including without limitation the storage of images that User may record using the Services. User acknowledges and consents to the provision of some or all of the Services by any independent contractor(s) engaged by Company for such purposes. User also acknowledges and consents to the use of a reputable third-party credit card processing service in connection with the receipt and processing of payments for the Services.

3. Description of Services.
•(a) The Services include an Internet protocol-based facility for viewing and/or recording images ("Images") and receiving data ("Data") generated by video cameras and other related products that are purchased and installed by User. The Images may be a "live" succession of "still" video images. The Data may consist of data produced by contact, temperature, water, or other sensors, to the extent such sensors are available and supported by the system.
•    (b) In some cases, Users may set controls that provide for automatic or manual operation of Image recording. The Images and Data (both of which may only be obtained or stored consistent with the Intended Use set forth below in Section 19) may be recorded, stored, backed-up and archived by Provider. User may use up to 5 megabytes of storage for such purposes at any given time, unless User purchases an upgrade option for a higher storage limit (up to 250 megabytes of storage).
•    (c) User is responsible for establishing, configuring, and using the Services and User's video camera(s) and related products in a lawful manner and for obtaining any transmission or Internet access service and related facilities. User is responsible for maintaining the confidentiality of all passwords that may be issued to User in connection with the use of the Services.
•    (d) The Services do not include monitoring of User's Images or Data by Provider for any reason other than as set forth in Section 4

4. Provider's Control Over Website.
•(a) The Images and other Data collected and stored by User are the property of User. Provider will not appropriate User's Images or Data without User's written consent, provided that Provider may act for the purposes set forth below or in Company's Privacy Policy or Company's Acceptable Use Policy ("AUP"). Click here to view Company's Privacy Policy: http://www.myhome247.com/privacy.html /. Use of the Services is subject to the Company's Privacy Policy and the Company's AUP, both of which are incorporated herein by reference. To the extent any terms may conflict, the order of precedence shall be this Agreement, the Company's Privacy Policy, and the Company's AUP.
•    (b) Provider reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the Website or any related software that may be used to provide the Services.
•    (c) User agrees that Provider may, without notice to User, (i) report to the appropriate authorities any conduct that Provider believes violates applicable law,and (ii) provide any data or information, including User's stored Images and any other Data and User's confidential or identity information, in response to a lawful request from a law enforcement or government agency. Provider may provide any data or information,including User's stored Images and any other Data and User's confidential or identity information, in response to a formal request in a civil action that on its face meets the requirements for such a request.
•    (d) Provider does not control any information, images or material posted (collectively, the "Postings") on the Website by other users and, therefore, Provider does not guarantee the accuracy, integrity or quality of such Postings. Provider reserves the right, in its sole discretion, to refuse to post, or to remove any Posting of User or any other user, for any reason.
•    (e) Provider may remove any data that has been stored using the Website that Provider discovers violates any terms of this Agreement or that is otherwise objectionable to Provider.

5. Company's Right to Amend Agreement or Limit Services.
•(a) Company reserves the right, in its sole discretion, to change,modify, add or remove any portion of this Agreement, in whole or in part, at any time. Notification of changes in the Agreement will be posted on the Website, and Company reserves the right to require User to accept those changes as a condition for User's continued use of the Services. Amendments to the Agreement will take effect immediately upon being posted to the Website, and User's continued use of the Website or Services constitutes User's acceptance thereof.
•    (b) Company may change, suspend or discontinue any aspect of the Website or Services at any time, including, but not limited to, content, services offered, products offered, database, hours of availability, and equipment or software needed for access or use.
•    (c) Company may also impose limits on certain features and Services or restrict User's access to parts or all of the Website, the User's Images and Data without notice or liability.

6. User's Covenants. User represents, warrants and covenants:
•(a) that User will not use the Services or permit the Services to be used by any other person in a manner inconsistent with the Intended Use set forth below in Section 19 of this Agreement;
•     (b) that User shall not upload, post, store, view or transmit to or distribute or otherwise publish through the Website or Services any materials that:
o    (i) restrict or inhibit any other user from using and enjoying the Website or Services;
o(ii) are unlawful, threatening, harassing, abusive, libelous,defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit, invasive of another's privacy, hateful, tortuous or indecent;
o(iii) constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable national or international law;
o     (iv) contain any viruses or other harmful components that are intended to damage,detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
o    (vi) contain any information, software or other material of a commercial nature;
•(d) User also promises not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Website or any business being conducted on the Website or any Services offered. User may not disclose to or share User's account number or password with any third parties or use the password for any unauthorized purposes.
•    (e) User further promises to use the Services, the Website and all related products and software (i) for legal purposes only and (ii) consistent with the Intended Use set forthin Section 19 below, and any failure of User to abide by such promise shall give Company the immediate right to terminate this Agreement and shall immediately and automatically render void all rights of User and obligations of Provider under this Agreement to the fullest extent permissible by law.
•     (f) User will not violate, plagiarize, or infringe any of Provider's rights, including Intellectual Property rights, in connection with the Website or the Services.

7. User's Acknowledgments.
•(a) User acknowledges that Provider may encrypt any Images or Data that are sent or stored in connection with User's use of the Services. Furthermore, while Provider generally maintains commercially reasonable Internet security devices, User acknowledges there is no way to achieve a predictable level of security over the Internet. Accordingly, User further acknowledges that any transmissions to and from the Website could potentially be read or intercepted by third parties not affiliated with Provider.
•    (b) User acknowledges that any reliance upon any Services offered, or related products or software, or any material on the Website or any of its links shall be at User's ownrisk.
•    (c) User is responsible for any and all fees, taxes, and expenses which may be incurred through the use of this Website or as the result of the purchase of Services.
•     (d) User acknowledges that User is responsible for maintaining the confidentiality of User's password and account information and that User is fully liable for all activities that occur under User's password or account. Additionally,User acknowledges that he or she will notify Company immediately if there has been any unauthorized use of User's password or account and ensure that User exits from User's account at the end of each session,and periodically change all passwords.
•    (e) User acknowledges that Provider does not attempt to review, edit, modify, regulate or control the content of any sites that are listed on or otherwise linked to the Website, (individually or collectively, a "Third Party Site")and that Provider shall not be held responsible or liable for the accuracy, legality, decency or copyright and trademark compliance of any Third Party Site or for any goods or services purchased from such site.
•    (f) User acknowledges that use of the Services is subject to Company's AUP (Acceptable Use Policy), and that violations of Company's AUP may also be considered a material breach of this Agreement and may result in suspension or termination of the Services.
•(g) User understands that all User's Images and Data ("User's Content")is User's sole responsibility, as the person from whom such User's Content originated. This means that User, and not Provider, its affiliates, partners or suppliers, is entirely responsible for all User's Content that User uploads, downloads, posts, transmits, or otherwise backs-up or stores via the Services. User expressly agrees that Provider does not control the User's Content that User posts via the Services, and Provider and its affiliates, partners and suppliers do not guarantee the accuracy, integrity, quality, or completeness of such User's Content. There is a risk that others may attempt to access User's computer or User's Content through the Internet or connected networks. User acknowledges this risk as inherent to the nature of the Services and the related products and software, and User agrees to take full responsibility for any unauthorized access to or loss of User's Content. Under no circumstances will Provider nor its affiliates,partners or suppliers be liable in any way for any loss or damage of any kind incurred as a result of the use, loss, or damage of any User's Content uploaded, downloaded, posted, transmitted or otherwise backed-up or stored via the Services.

8. Disclaimers.
•(a) By using the Website and Services, User may have access to Third Party Sites, as well as resources and sponsors of the Website. Access and links to and from any Third Party Site do not constitute an endorsement by Provider or any of its subsidiaries or affiliates of any Third Party Site, or the resources or content available on those sites.Provider makes no guarantees as to Third Party Sites and information found on the Internet which User may access through use of the Website.
•(b) Provider does not represent or endorse the accuracy or reliability of any advice, opinion, or other information displayed or distributed through the Website.
•(c) Provider disclaims any and all responsibility for content contained in any third party materials provided through links on the Website. Advice or information obtained by user, either orally or in writing, from the website or through the services shall not create any warranty of any kind.

9. Liquidated Damages and Provider’s Limited Liability.
•(a) It is understood and agreed by the parties hereto that the payments provided by for herein are based solely on the value of the Services as described herein and are unrelated to the value of any property located on User’s premises; that Provider is not liable for losses which may occur in cases of malfunction or non function of any Services, the Website or any related products or services; that Provider is not liable (except in the case of bodily injury or death) for property or other losses which may actually or allegedly occur as a result of the monitoring, signal handling, or other aspects of the website or the services or the failure of related products or software, even if due to provider’s sole or partial negligence; that Provider is not an insurer;and, if User desires insurance coverage for personal injury, property loss, damage to and on User’s premises, such insurance must be separately obtained and/or maintained by User. User expressly understands and acknowledges that Provider offers several different levels of Services and that both the system and Services and related products and software have been chosen by user after considering and balancing performance of the various systems and the related costs.
•(b) It is agreed that it is impractical and extremely difficult to fix actual damages which may arise in situations where there may be a failure of provider's website, products, software and/or services, due to the uncertain value of user's property or the property of others kept on the premises which may be lost, stolen, destroyed, damaged or otherwise affected by occurrences for which provider's website,products, software or services may be used by user to monitor, the uncertain cause of any failure, and establishing a causal connection between any failure and user's possible loss. Therefore if section11(a) of this agreement is judicially determined to be invalid or unenforceable and any liability is judicially imposed on provider, its employees, agents, representatives, or contractors for property damage or personal injury, such liability shall be limited to the amount paid by user to provider for any products and software licenses and any monthly service charge for the month in which any such damage or injury occurred or 250.00 GBP, whichever is less. This sum shall be paid and received either (i) as liquidated damages and not as a penalty, or (ii)as a limitation of liability approved and agreed upon by the parties.The payment of this amount shall be provider's sole and exclusive liability regardless of whether loss or damage is caused by the performance or nonperformance of obligations under this contract or by negligence, active or otherwise, of provider, its employees, agents or representatives. No suit or action shall be brought against provider more than one (1) year after the accrual of the cause of action thereof.
•(c) Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations in sections 10 and 11 may not apply to you, the User.

10. Indemnification.
•(a) User agrees to indemnify, defend and hold harmless Provider, its affiliates, officers, directors, employees, consultants, agents,representatives, and contractors from any and all third party claims,liability, damages, and/or costs (including, but not limited to,attorneys' fees, costs and expenses) that result from, arise out of or are in anyway connected with User's use of the Services, the Website or any related products or software, User's breach of the terms of this Agreement, or User's infringement, or infringement by any other person using User's account, of any Intellectual Property or other right of any person or entity. The terms of this Agreement will inure to the benefit of the Provider's successors, assigns and licensees.
•(b) The Services, the Website and all related products and software are designed for legal uses only. It is User's responsibility to comply with all laws, rules and ordinances when using the Services, the Website and all related products and software. User shall indemnify and hold harmless Provider, its affiliates, officers, directors, employees,consultants, agents, representatives, and contractors from any and all claims, actual or threatened, actions, damages, liabilities, costs and expenses (including reasonable attorneys' fees, costs and expenses)that result from, arise out of or are in any way connected with User's use of the Services, the Website and all related products and software.
•(c) Since the parties agree that User retains the sole responsibility for the life and safety of all persons on User's premises, and for protecting against losses to his/her own property or the property of others on User's premises, user agrees to indemnify and hold harmless provider and its employees, assigns, agents, and contractors from and against all claims, lawsuits and losses, by persons not a party to this agreement, alleged to be caused by the website or the services or related products or software, whether due to malfunctioning or non functioning of the website, services, or related products or software or the negligent design, performance or nonperformance of the website, services or related products or software by provider or its employees, assigns, agents, or contractors, whether intentional,willful, or inadvertent.
•    (d) User covenants to cooperate fully in the defense of any claim.
•(e) Provider reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User and User shall not in any event settle any matter without the written consent of the Provider.

11. Notices.
Except as explicitly stated otherwise, any notices shall be given by e-mail to support@myhome247.co.uk (in the case of Company) or to the e-mail address User provided to Company during User's use of the Website (in the case of User), or such other address as either party may specify. Notice shall be deemed given 24 hours after e-mail is sent, unless the sending party is notified that the e-mail address is invalid. Notwithstanding anything in this Agreement to the contrary, Company shall have no obligation to notify User if User does not maintain and provide a valid email or other address for notification purposes.

12. Prices and Payments.
Some of the Content and/or Services may be offered to User conditioned on User's purchase of a subscription. User may purchase a subscription on either an (18) eighteen month term, or a 'lifetime' subscription. 'Lifetime' applies to the initial service purchased only and can be upgraded for an additional fee. 'Lifetime' use age cannot be downgraded.  User may also select a service plan based on the number of controllers or physical locations User wishes to monitor. User may upgrade service plans during the term of their subscription without penalty, and the applicable monthly service charge will change to reflect the new service plan with the next month’s billing cycle. If User agrees to subscribe, User further warrants and agrees that all information that User submits to Provider (or a third-party credit card processing service engaged by Provider) is true and accurate (including without limitation, User's credit card number and expiration date), and User shall pay all charges or fees to User's account, including all applicable taxes, in accordance with the billing terms that were in effect at the time the charges or fees became payable. Company reserves the right to change the amount of, or the basis for determining, any charges or fees for the use of the Website or Services and to institute new charges or fees upon reasonable notice to User. User must provide Company with valid credit card information.
•    (a) Unless prior notice is received by Provider, User's subscription will be renewed automatically. The renewal price will be the same as the original price User agreed to pay, unless User is notified in advance by Company.
•    (b) User cannot downgrade subscription until initial term has expired.
•(c) If User's credit card is not valid, or if User's credit card cannot be processed at the time of the renewal charge, Company reserves the right to immediately terminate or suspend User's access to the Website and Services, in the case of termination thereby terminating this Agreement and all of Company's obligations hereunder.
•    (d)Billing for the Services commences when User has purchased a Service.Activation of the Services by Provider takes place upon registration of the controller by User, or, thirty (30) days following receipt of the controller by User if User does not register the controller within that thirty (30) day period. Upon commencement of billing, User will be billed for the first thirty (30) days of Services. Recurring charges for each month's Services will then be billed one (1) month in advance.If User terminates Services within thirty (30) days of service activation, the charge to User will not be pro-rated. If User terminates after the first thirty (30) days, User will be charged for the full month.
•    (e) Fees for the Services can only be paid by a valid credit card or debit card. By authorizing Provider to charge a valid credit or debit card, User is authorizing Provider or a designated representative or agent to automatically continue charging that card (or any replacement credit card account if the original card is renewed, lost, stolen, or changed for any reason by the credit-issuing entity, and such entity informs Provider of such new replacement card account), financial account, or billing account for all fees and charges associated with the Website, Services and any related products and software.
•    (f) Provider reserves the right to stop accepting credit cards from one or more issuers. User hereby authorizes Provider (or a third-party credit card processing service engaged by Provider) to charge User's credit card with respect to any unpaid charges for the Website, Services or any related equipment or software. User authorizes the issuer of the credit card to pay any amounts described herein without requiring a signed receipt,and User agrees that this Agreement is to be accepted as authorization to the issuer of the credit card to pay all such amounts. User authorizes Provider and/or a third-party credit card processing service engaged by Provider to continue to attempt to charge and/or place holds with respect to all sums described herein, or any portion thereof, to User's credit card until such amounts are paid in full and initial term ordered by User is fulfilled. User agrees to provide Provider with updated credit card information upon Provider's request and any time the information User previously provided is no longer valid. User acknowledges and agrees that neither Provider nor any third-party credit card processing service engaged by Provider will have any liability whatsoever for any non-sufficient funds or other charges incurred by User as a result of such attempts to charge User's credit card. If User provides a debit card number, instead of a credit card number, User authorizes all charges described herein to be applied to such debit card. In the event User is enrolled, or later enrolls, in an automatic payment or electronic funds transfer plan, User agrees that all sums described herein may be charged, at Provider's option, to the account number provided for such automatic payment or electronic funds transfer plan.
•    (g) If User believes User has been billed in error in connection with the Website, Services or any related products or software, User must notify Provider within 60 days of the billing date by contacting Customer Service about the error. Customer Service can be reached at support (at) myhome247 (dot) co (dot) uk. Company will not issue refunds or credits after the expiration of this 60-day period, except where required by law or regulation.
•    (h) The risk in the goods shall pass from the seller to the buyer upon delivery of such goods to the buyer. However, notwithstanding delivery and the passing of risk in the goods, title and property in the goods, including full legal and beneficial ownership, shall not pass to the buyer until the seller has received in cash or cleared funds payment in full for all goods and services delivered to the buyer under this and all other contracts between the seller and the buyer for which payment of the full price of the goods there under has not been paid. Payment of the full price of the goods shall include the amount of any interest or other sum payable under the terms of this and all other contracts between the seller and the buyer under which the goods were delivered.  Freenet-uk Ltd reserves the right to charge interest on all outstanding amounts owed and not paid in accordance with this Agreement. Until payment in full is received by Freenet-uk Ltd interest shall be charged at the rate of 4% above Bank of England's base rate for the time being per month. Interest shall accrue notwithstanding termination of this Agreement for whatever reason. In the event of any default in payment the Seller reserves the right to reclaim the Goods or all outstanding costs concerned. The Customer shall also pay all legal fees on a full indemnity basis and other costs of collection of overdue amounts, if any. 

13. Term; Termination. 

The term of this Agreement shall commence when the User first visits the Website and uses the Services and shall apply to all of User's subsequent visits and uses. The Company may, with or without cause,immediately terminate this Agreement, and deny User access to the Website and Services. Without limiting the foregoing, Company has the right to immediately terminate any passwords or accounts created by User in the event that User fails to pay for the Services in a timely manner or otherwise breaches this Agreement or engages in conduct that Company, in its sole discretion, considers unacceptable. If this Agreement is terminated, User will no longer be authorized to access any areas of the Website or use the Services, and any User Images or Data being stored by Provider will be subject to deletion (without backup) at any time. The Client may terminate this contract at any time after the expiry of the initial term or contract period on giving one months prior notice in writing. In the event of termination, the following terms of this Agreement shall survive: Sections 4 (Provider's Control over the Website), 6 (User's Covenants), 7 (User's Acknowledgements), 8 (Disclaimers), 9 (Liquidated Damages and Provider's Limited Liability), 10 (Indemnification), 12 (Prices and Payments), 13 (Term; Termination), 15 (Governing Law), 16 (Enforceability), 18 (Personal Data),  and 19 (Miscellaneous). Company shall have no obligation to retain any of User's Images or other Data upon termination of this Agreement for any reason. If customer unlawfully terminates the contract within the contract term.

14. Breach.
Company may immediately issue a warning, temporarily suspend, indefinitely suspend, or terminate User's account if User breaches this Agreement or if the Company is unable to verify or authenticate any information User has provided. Company's failure to act with respect to a breach by User or others does not constitute a waiver of Company's right to act with respect to subsequent or similar breaches. Without limiting any other rights Company has, User understands and acknowledges that Company, in its sole discretion, may pursue legal and/or equitable relief against User if User breaches or threatens to breach this Agreement.

15. Governing Law and Jurisdiction.
This agreement shall be governed by and construed in accordance with English Law and any disputes subject to the exclusive jurisdiction of the English Courts.

16. Enforceability.
If for any reason a court of competent jurisdiction or an arbitrator finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Agreement, and the remainder of this Agreement shall continue in full force and effect.

17. Intended Use.
•(a) User acknowledges and agrees that the Services and the Website are designed and provided as a non-essential convenience and have not been designed as, and are not intended to function as, a professional security system. User acknowledges and agrees that the Services and the Website are not a substitute for a professional 3rd party monitored security system or for appropriate, in-person adult supervision of children, the elderly, or others in need of such supervision. User understands that Provider does not monitor any Images or other Data generated by User's use of the Website, Services, or any related products or software, except as set forth in Section 4 of this Agreement to ensure compliance or exercise related rights under this Agreement, and that Provider does not make any representation or guarantee with respect to the availability or reliability of any such Images or Data, the Website, Services or any related products or software.
•     (b) User agrees not to use the Website, Services and related products and software in a manner that infringes upon or contravenes any privacy rights or any international or domestic Intellectual Property laws or regulations.
•    (c) User agrees that he/she will only use the Services and the Website and any related products and software for the purposes as stated herein. Without limiting the foregoing, User will not use the Services or the Website or any related products or software to view or record any images of tenants or visitors at rental properties, or to monitor areas outside of User's premises.
•    (d) User agrees that he/she will not use the Services or the Website or any related products or software in any manner that (i) constitutes, fosters, or promotes child pornography;(ii) violates a person's privacy; (iii) creates a risk to a person's safety or health, creates a risk to public safety or health, or interferes with an investigation by law enforcement; (iv) is illegal under laws applicable to User or Provider; (v) may result in retaliation against Provider by offended persons or entities; or (vi)in any manner that violates any of the provisions of this Agreement.
•(e) By registering to use the Services, User acknowledges that in using the Services, User will be causing images, data, and perhaps communications to be sent through computer networks of Company/Provider and other companies, portions of which are located in the United States. As a result, use of the Services may result in the transmission of data and/or communications regardless of where User is physically located at the time of transmission. Accordingly, by agreeing to these Services, User acknowledges that use of the Services results in international data transmissions.

18. Personal Data.
The Company will comply with its obligations under the Data Protection Act1998 and any other applicable data protection legislation. By registering for the Service you consent to the Company using and/or disclosing your personal information but only to the extent necessary to operate the Service. Except as set above or as required by law, we will only use your personal information in accordance with our privacy policy, a copy of which can be viewed on the Website.