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THESE TERMS OF SERVICE (THE “AGREEMENT”) GOVERN YOUR USE OF THE PRODUCTS AND SERVICES PROVIDED BY CIELO WIGLE, INC. BY USING A CIELO WIGLE PRODUCT OR ACCEPTING A CIELO WIGLE SERVICE YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS OF SERVICE AND YOU AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, PLEASE DO NOT USE THE PRODUCTS OR SERVICES.
This Agreement describes the terms and conditions under which Cielo WiGle Inc. (“Cielo” or “we” or “us” or “our”) will provide you (“you” or “your” or “Customer”), use of Cielo products and equipment, including Cielo smart thermostats, Cielo smart AC controllers, Cielo Sense and Cielo Linked (the “Product(s)”), and the related services, systems and software, including web applications and web portals (collectively, the “Services”) for the location in which the Product is installed (the “Premises”). “Additional User” shall mean any agent, employee, contractor, assignee, or other authorized individual that uses the Services to access, use, and/or control a Cielo Product. Whether or not specifically stated, “you” or “your” within this Agreement shall at all times include you and your Additional Users.
Use of our Cielo mobile application is governed independently by the Cielo End User License Agreement (“EULA”), available at https://cielowigle.com/legal/EULA
Basic Cielo Services are currently provided at no cost; however, a monthly service fee may apply for additional capabilities. We may change our prices, fees, the Services and/or the terms and conditions of this Agreement in the future. Unless this Agreement or applicable law specifies otherwise, we will give you thirty (30) days prior notice of any material changes to this Agreement. We may provide such notice on your monthly bill, as a bill insert, using the email address you have provided to us, using the Cielo portal, or other communication permitted under applicable law. If you find the change unacceptable, you have the right to cancel your Service(s) by providing us with notice that you terminate your Services. However, if you continue to receive Service(s) after the end of the notice period (the “Effective Date”) of the change, we will consider that you have accepted the changes.
By using the Products or Services, you are agreeing to and accepting all the terms and conditions in this Agreement, as well as the terms and conditions in the End User License Agreement (EULA)for use of the native mobile application and the Cielo Privacy policies regarding it’s product(s) and website. You may not modify this Agreement by making any typed, handwritten, or any other changes to it for any purpose. Cielo privacy policies are available at https://cielowigle.com/legal/ , each of which are incorporated in this Agreement for reference.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ADDITIONAL USER, A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE NECESSARY AUTHORITY TO BIND THAT ADDITIONAL USER, ENTITY AND ITS AFFILIATES TO THIS AGREEMENT IN WHICH CASE THE TERMS “YOU” OR “YOUR” OR “CUSTOMER” IN THIS AGREEMENT WILL REFER TO THAT INDIVIDUAL, ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH ANY PART OF THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE PRODUCTS OR SERVICES. THIS TERMS OF SERVICE CONSTITUTES A BINDING AGREEMENT BETWEEN YOU AND CIELO.
CIELO HAS NO RESPONSIBILITY FOR THE OPERATION OR SUPPORT, MAINTENANCE OR REPAIR OF ANY THIRD PARTY EQUIPMENT, SOFTWARE OR SERVICES (the “Customer Equipment”) THAT YOU ELECT TO USE IN CONNECTION WITH THE CIELO PRODUCTS OR SERVICES, EXCEPT AS PROVIDED IN THE CIELO MOBILE APPLICATION END USER LICENSE AGREEMENT WITH RESPECT TO OUR CIELO MOBILE APPLICATION.
To use the Services, you will need a compatible broadband gateway / router. You agree to keep the gateway connected, and your Internet connection active, at all times. We have the unrestricted right, but not the obligation, to upgrade or change the firmware in the Product devices (whether they are owned by you or us) remotely at any time that we determine an upgrade or change necessary to continue to provide Services to you in accordance with our specifications and requirements.
Customer equipment that does not meet our minimum technical configuration constitutes a “Non-Recommended Configuration.” NEITHER CIELO NOR ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS OR CONTRACTORS WARRANT THAT A NON-RECOMMENDED CONFIGURATION WILL ENABLE YOU TO SUCCESSFULLY INSTALL, ACCESS, OPERATE OR USE THE SERVICES. YOU ACKNOWLEDGE THAT ANY SUCH INSTALLATION, ACCESS, OPERATION, OR USE COULD CAUSE THE PRODUCT TO FAIL TO OPERATE OR CAUSE DAMAGE TO THE PRODUCT, YOU AND/OR YOUR PREMISES. NEITHER CIELO NOR ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS OR CONTRACTORS SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY SUCH FAILURE OR DAMAGE.
We reserve the right to deny you customer support for the Services and/or terminate Services if you use a Non-Recommended Configuration.
You agree not to attach any unauthorized device to the Services. If you make any unauthorized connection or modification to the Services, we may terminate your Services and recover such damages as may result from your actions. Unless expressly authorized by us, you agree not to install anything to intercept or receive any of the Services offered to you or to assist any person in intercepting or receiving any of the Services offered to you. You also agree that you will not attach anything to Customer Equipment, whether installed by you or us, which singly or together with the Customer Equipment impairs the integrity of the Services.
You agree that the Services will be used only by you and/or your Additional Users. You agree and represent that you will not resell or permit another to resell the Services in whole or in part. You will not use or permit another to use the Services, directly or indirectly, for any unlawful purpose, including, but not limited to, in violation of any posted Cielo policy applicable to the Services. Use of the Services for transmission, communications or storage of any information, data or material in violation of any applicable regulation or law is prohibited. You acknowledge that you are accepting this Agreement on behalf of all persons who use the Services, including Additional Users, and that you shall have sole responsibility for ensuring that all other users understand and comply with the terms and conditions of this Agreement and any applicable Cielo policies including, but not limited to, Cielo use and privacy policies. You further acknowledge and agree that you shall be solely responsible for any transactions, including, without limitation, purchases made through or in connection with the Services. You agree to indemnify, defend and hold harmless Cielo and its affiliates, suppliers, and agents against all claims and expenses (including reasonable attorney fees) arising out of the misuse of the Services and/or the Products or the breach of this Agreement or violation of any of the applicable Cielo policies or agreements by you or any Additional User.
This Agreement will be in effect from the time the Services are activated until (i) it is terminated as provided by this Agreement or (ii) it is replaced by a revised Agreement.
You have the right to cancel your Services by properly disconnecting the Products and providing us with notice that you terminate your Services and the Services for any Additional User linked to or accessing your Product(s).
Cielo reserves the right, subject to applicable law, to act immediately and without notice to terminate or suspend the Services at Cielo’s sole discretion in the event that you have used our Services in violation of these Terms. After termination, data transfer may continue until you properly disconnect the Products, and the Services are able to be cancelled or terminated. Third party controllers, utility and smart energy program partners, or Additional Users you have authorized to access or control your device may also continue to have access until you properly terminate and/or disconnect with them.
You agree that upon termination of this Agreement and/or Services you will immediately cease all use of the Services.
If you fail to pay the full amount for any add-on paid Service Subscriptions due and payable to Cielo or a third party, then Cielo, at its sole discretion in accordance with applicable law, may suspend or disconnect any or all the Services you receive.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE SERVICES SHOULD NOT BE USED AS AN ALARM OR ALERT TO (i) PROTECT AGAINST THE LOSS OF PERSONAL PROPERTY, (ii) BE USED FOR MEDICALLY RELATED PURPOSES OR APPLICATIONS, AND (iii) BE USED FOR PERSONS WITH HEIGHTENED SENSITIVITIES TO HEAT AND COLD. NEITHER CIELO NOR ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS OR CONTRACTORS WARRANT THAT THE SERVICES WILL DELIVER SPECIFIC RESULTS OR MEET YOUR REQUIREMENTS, PROVIDE UNINTERRUPTED USE, OR OPERATE AS REQUIRED, WITHOUT DELAY, OR WITHOUT ERROR. NEITHER CIELO NOR ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS OR CONTRACTORS WARRANT THAT ANY COMMUNICATIONS WILL BE TRANSMITTED IN UNCORRUPTED FORM OR WILL WORK PROPERLY WHEN USED WITH A THIRD-PARTY CONTROL DEVICE. ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF PERFORMANCE, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, ARE HEREBY DISCLAIMED AND EXCLUDED. YOU MAY, NEVERTHELESS, HAVE RIGHTS THAT VARY FROM STATE TO STATE.
The limitations of liability set forth in this Section 6 apply to any acts, omissions, and negligence of Cielo and its affiliates, suppliers, employees, agents or contractor, including underlying third-party service providers (and their respective officers, employees, agents, or contractors) which, but for these provisions, would give rise to a cause of action in contract, tort or under any other legal doctrine.
CUSTOMER EQUIPMENT MAY BE DAMAGED OR SUFFER SERVICE OUTAGES AS A RESULT OF THE INSTALLATION, USE, INSPECTION, MAINTENANCE, REPAIR, AND REMOVAL OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR THE RESULTS OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY CIELO, NEITHER CIELO NOR ANY OF ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS OR CONTRACTORS SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY DAMAGE, LOSS, OR DESTRUCTION TO THE CUSTOMER EQUIPMENT. IN THE EVENT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY CIELO, ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS OR CONTRACTORS, WE SHALL PAY AT OUR SOLE DISCRETION FOR THE REPAIR OR REPLACEMENT OF THE DAMAGED CUSTOMER EQUIPMENT. THIS SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO SUCH ACTIVITY. YOU UNDERSTAND THAT YOUR COMPUTER OR OTHER DEVICES MAY NEED TO BE ACCESSED OR USED EITHER BY YOU OR BY US OR OTHER THIRD PARTIES, IN CONNECTION WITH THE INSTALLATION OR REPAIR OF THE CIELO HARDWARE OR SERVICES. THE OPENING, ACCESSING OR USE OF YOUR COMPUTER OR OTHER DEVICES USED IN CONNECTION WITH YOUR COMPUTER MAY VOID WARRANTIES PROVIDED BY THE COMPUTER OR DEVICE MANUFACTURER OR OTHER PARTIES RELATING TO THE COMPUTER’S OR DEVICE’S HARDWARE OR SOFTWARE. NEITHER CIELO NOR ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS OR CONTRACTORS SHALL HAVE ANY LIABILITY WHATSOEVER AS THE RESULT OF THE VOIDING OF ANY SUCH WARRANTIES.
BY ACCEPTING THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE ALL CLAIMS AGAINST CIELO FOR INTERFERENCE, DISRUPTION, OR INCOMPATIBILITY BETWEEN THE CIELO SERVICES AND ANY OTHER SERVICES, SYSTEMS, OR EQUIPMENT. IN THE EVENT OF SUCH INTERFERENCE, DISRUPTION, OR INCOMPATIBILITY, YOUR SOLE REMEDY SHALL BE TO TERMINATE THE SERVICES IN ACCORDANCE WITH SECTION 4.
When you use certain features of the Services, such as online features (where available), you may require special software, applications, and/or access to the Internet. Cielo makes no representation or warranty that any software or application installed on Customer Equipment, downloaded from the Services, or available through the Internet does not contain a virus or other harmful feature. It is your sole responsibility to take appropriate precautions to protect any Customer Equipment from damage to its software, files, and data as a result of any such virus or other harmful feature.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND IN THE ABSENSE OF GROSS NEGLIGENCE OR RECKLESS MISCONDUCT BY CIELO, NEITHER CIELO NOR ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS OR CONTRACTORS SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY DAMAGE TO OR LOSS OF ANY HARDWARE, SOFTWARE, FILES, OR DATA RESULTING FROM A VIRUS, ANY OTHER HARMFUL FEATURE, OR FROM ANY ATTEMPT TO REMOVE IT.
The Services are not fail-safe and are not designed or intended for use in situations requiring fail-safe performance or in which an error or interruption in the Services could lead to injury to business, persons, property or environment (“High Risk Activities”). You expressly assume the risks of any damages resulting from High-Risk Activities. We shall not be liable for any inconvenience, loss, liability, or damage resulting from any interruption of the Services, directly or indirectly caused by, or proximately resulting from, any circumstances beyond our control, including, but not limited to, causes attributable to you or your property; inability to obtain access to the Premises; failure of any internet connection; failure of utility facilities; strike; labor dispute; riot or insurrection; war; explosion; malicious mischief; fire, flood, lightening, earthquake, wind, ice, extreme weather conditions or other acts of God; failure or reduction of power; or any court order, law, act or order of government restricting or prohibiting the operation or delivery of the Services. If any credits are provided by Cielo to compensate for a disruption of services, they are provided in our sole discretion and in no event shall constitute or be construed as a course of conduct by Cielo.
Notwithstanding anything to the contrary in this Agreement, you acknowledge and understand that we may use third parties to provide components of the Services, including without limitation their services, equipment, infrastructure, or content. Cielo shall not be bound by any undertaking, representation or warranty made by an agent or employee of Cielo or our underlying third-party providers and suppliers in connection with the installation, maintenance or provision of the Services, if that undertaking, representation or warranty is inconsistent with the terms of this Agreement. In addition, you understand that you will have access to the services and content of third parties through the Service(s), including without limitation that of content providers (whether or not accessible directly from the Service). Cielo is not responsible for any services, equipment, infrastructure and content that are not provided by us (even if they are components of the Service or recommended by us), and we shall have no liability with respect to such services, equipment, infrastructure and content. You should address questions or concerns relating to such third party services, equipment, infrastructure and content to the creators of such services, equipment, infrastructure and content. While our Products may be compatible with third party products, we do not endorse or warrant any third-party products, services or content that are distributed or advertised over the Services. You or your Additional Users connection to a third party product authorizes Cielo to transfer information to that third party to operate the service(s).
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, NEITHER CIELO NOR ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS OR CONTRACTORS SHALL UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY (INCLUDING BUT NOT LIMITED TO TORT OR CONTRACT) HAVE ANY LIABILITY TO THE CUSTOMER, ADDITIONAL USER, OR TO ANY OTHER PERSON OR ENTITY FOR THE FOLLOWING LOSSES, DAMAGES, OR COSTS: (I) INDIRECT, INCIDENTAL, SPECIAL, TREBLE, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL LOSSES OR DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF EARNINGS, LOSS OF BUSINESS OPPORTUNITIES, PERSONAL INJURIES OR DEATH) THAT RESULT DIRECTLY OR INDIRECTLY FROM OR IN CONNECTION WITH (A) YOUR RELIANCE ON OR USE OF THE SERVICES OR (B) THE INSTALLATION, MAINTENANCE, FAILURE, OR REMOVAL OF THE SERVICES (INCLUDING BUT NOT LIMITED TO ANY MISTAKES, OMISSIONS, INTERRUPTIONS, COMPUTER OR OTHER HARDWARE OR SOFTWARE BREACH, FAILURES OR MALFUNCTIONS, DELETION OR CORRUPTION OF FILES, WORK STOPPAGE, ERRORS, DEFECTS, DELAYS IN OPERATION, DELAYS IN TRANSMISSION OR FAILURE OF PERFORMANCE OF THE SERVICE, THE CUSTOMER EQUIPMENT, OR ANY OTHER MISTAKES, OMISSIONS, LOSS OF INFORMATION OR DATA OR DAMAGE TO YOUR HVAC SYSTEM); OR (II) ANY LOSSES, CLAIMS, DAMAGES, EXPENSES, LIABILITIES, LEGAL FEES, OR OTHER COSTS THAT RESULT DIRECTLY OR INDIRECTLY FROM OR IN CONNECTION WITH ANY ALLEGATION, CLAIM, SUIT, OR OTHER PROCEEDING BASED UPON A CONTENTION THAT THE USE OF THE SERVICES BY YOU OR ANY OTHER PERSON OR ENTITY INFRINGES UPON THE CONTRACTUAL RIGHTS, PRIVACY, CONFIDENTIALITY, COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CIELO’S (INCLUDING CIELO’S AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS OR CONTRACTORS) TOTAL LIABILITY TO YOU FOR ALL DIRECT DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE TOTAL PRICE PAID FOR THE PRODUCT. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS SET OUT IN THIS AGREEMENT MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
Your sole and exclusive remedies under this Agreement are as expressly set forth in this Agreement. If the above limitations, the exclusion or limitation of implied warranties, or the limitation or exclusion of incidental or consequential damages are not permitted by law, the liability of Cielo and its employee, affiliates, suppliers, agents and contractors is limited to the maximum extent permitted by law.
All representations, warranties, indemnifications, and limitations of liability contained in this Agreement shall survive the termination of this Agreement; any other obligations of the parties hereunder shall also survive, if they relate to the period before termination or if, by their terms, they would be expected to survive such termination.
YOU AGREE THAT YOU SHALL BE RESPONSIBLE FOR AND SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS CIELO AND ITS EMPLOYEES, AFFILIATES, SUPPLIERS, AGENTS AND CONTRACTORS AND SHALL REIMBURSE US FOR ANY DAMAGES, LOSSES OR EXPENSES (INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEY’S FEES AND COSTS) INCURRED BY US IN CONNECTION WITH ANY CLAIMS, SUITS, JUDGMENTS AND CAUSES OF ACTION ARISING OUT OF THE FOLLOWING BY YOU AND ANY OF YOUR ADDITIONAL USERS (I) MISUSE OF THE SERVICE; (II) VIOLATION OR INFRINGEMENT OF CONTRACTUAL RIGHTS, PRIVACY, CONFIDENTIALITY, COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS ARISING FROM MISUSE OF THE SERVICE OR ANY UNAUTHORIZED APPARATUS OR SYSTEM; (III) BREACH OF ANY PROVISION OF THIS AGREEMENT; (IV) ACCOUNT ACCESS OR ACTIVITY DUE TO FAILURE TO PROTECT LOG-ON CREDENTIALS; AND (V) ANY CAUSE OF ACTION BY ANY OF YOUR ADDITIONAL USERS, INCLUDING ANY AND ALL ALLEGATIONS, SUITS, CLAIMS AND PROCEEDINGS (INCLUDING REASONABLE ATTORNEYS’ AND PROFESSIONAL FEES) (COLLECTIVELY, “CLAIMS”) AND ALL RELATED DAMAGES INCURRED BY YOU OR CIELO AS A RESULT OF OR ARISING FROM YOUR ADDITIONAL USER’S BREACH OR ALLEGED BREACH. IT IS UNDERSTOOD AND AGREED THAT YOU THE CUSTOMER ASSUMES FULL LIABILITY FOR A BREACH BY ANY OF YOUR ADDITIONAL USERS OF THIS AGREEMENT.
This Agreement and any other documents incorporated by reference constitute the entire agreement and understanding between the parties with respect to the subject matter of this Agreement, and they replace any and all prior written or verbal agreements. If any portion of this Agreement is held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties and the remainder of the provisions shall remain in full force and effect. If Cielo fails to insist upon or enforce strict performance of any provision of this Agreement, it shall not thereby waive any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement.
In addition to representations and warranties you make elsewhere in this Agreement, you also represent and warrant that during the term of this Agreement, you have provided and will provide to Cielo information that is accurate, complete and current, including without limitation your legal name, address, telephone number(s), email address and payment data (including without limitation information provided when authorizing recurring payments). You agree to notify us promptly, in accordance with the terms of this Agreement, if there is any change in the information that you have provided to us. If you fail to provide and maintain accurate information, you will breach this Agreement.
The Products and Services are protected by trademark, copyright, patent and/or other intellectual property laws and international treaty provisions. You are granted a revocable license to use the Products and the Services in accordance with this Agreement. You acknowledge and understand that you are not granted any other license to use the firmware or software used to provide the Services. You shall not take any action nor allow anyone else to take any action that will reverse compile, disassemble, or reverse engineer or otherwise attempt to derive the source code from the binary code of the firmware or software. Cielo retains the non-revocable license to use or incorporate feedback.
All Service information, documents, and materials on our Web sites are protected by trademark, copyright or other intellectual property laws, and international treaty provisions. All Web sites, corporate names, service marks, trademarks, trade names, logos, and domain names (collectively “marks”) of Cielo and its affiliates are and shall remain the exclusive property of Cielo. Nothing in this Agreement shall grant you the right or license to use any of the marks.
You expressly agree to comply with all applicable export and re-export laws, including but not limited to the Export Administration Act, the Arms Export Control Act, and their implementing regulations. You further expressly agree not to use the Services in any way that violates any provision of these export and re-export laws or their implementing regulations.
Nothing contained in this Agreement shall be construed to limit Cielo’s rights and remedies available at law or in equity. Upon termination of this Agreement for any reason, Cielo and its suppliers reserve the right to delete all your data, files, electronic messages or other Customer information that is stored on Cielo’s or its suppliers’ servers or systems. We shall have no liability whatsoever as the result of the loss of any such data.
PLEASE READ THIS SECTION CAREFULLY. PLEASE FOLLOW THE INSTRUCTIONS BELOW.
Cielo and you agree to arbitrate all disputes and claims that arise from or relate to these Terms or the Services or Products in any way, except for claims arising from bodily injury. THIS ARBITRATION IS MANDATORY AND NOT PERMISSIVE. This agreement to arbitrate is intended to be broadly interpreted, including, for example: (1) claims arising out of or relating to any aspect of the relationship between us that is created by or involves these Terms or the Services or Products, regardless of the legal theory;(2) claims for mental or emotional distress or other emotional/mental injury arising from the relationship between us;(3) claims that arose before you accepted these Terms (such as claims related to disclosures or the marketing of the Services or Products, or the process for seeking approval to use the Services or Products);(4) claims that may arise after the termination of your use of the Services or Products or any agreement between us; and (5) claims brought by or against our respective subsidiaries, parent companies, members and affiliates, as well as the respective officers, directors, employees, agents, predecessors, successors and assigns of these entities, you, and Cielo.
This arbitration agreement does not preclude either of us from bringing an individualized action in small claims court. It also does not preclude either of us from seeking an individualized preliminary injunction or temporary restraining order, pending arbitration, in any court that has jurisdiction. Nor does this arbitration agreement bar you from bringing issues to the attention of federal, state or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf. In addition, you or Cielo may seek injunctive or other equitable relief to protect your or its trade secrets and intellectual property rights or to prevent loss or damage to its services in any court with competent jurisdiction.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE, LAW, YOU UNDERSTAND AND AGREE THAT WE ARE EACH (1) WAIVING THE RIGHT TO A TRIAL BY JURY; (2) WAIVING THE RIGHT TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION. These Terms evidence a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision.
If either of us intends to seek arbitration of a dispute, that party must provide the other with notice in writing. The notice to Cielo should be sent to: Cielo Legal Department 168th Ave NE, SUITE 103, Redmond, WA, 98052, USA. Cielo will send notice to you at the email and/or mailing addresses associated with your account. Your notice to Cielo must (1) provide your name, mailing address, and email address; (2) describe the dispute; and (3) state the relief you are requesting. If we are unable to reach an agreement to resolve the dispute within 60 days after the notice is received, you or we may commence arbitration.
The arbitration will be governed by the Consumer Arbitration Rules (“AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules are available online at www.adr.org.If the AAA is unavailable; the parties shall agree to another arbitration provider or the court shall appoint a substitute. Unless you and we agree otherwise, any arbitration hearings will take place in the county where you are receiving Cielo Services. If the value of your claim is USD $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, by telephone, or by an in-person hearing. If the value of your claim exceeds USD $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. All issues are for the arbitrator to decide, except those issues relating to the scope and enforceability of this arbitration provision or the arbitrability of disputes are for the court to decide. The arbitrator may consider, but is not bound by, rulings in other arbitrations between Cielo and Cielo users. The arbitrator can award the same individualized damages and relief that a court can award. Judgement on the award may be entered by any court having jurisdiction.
The AAA’s fee schedule is subject to change and may be found online in the AAA Rules. Cielo will pay all AAA filing, administrative and arbitrator fees for any arbitration that Cielo commences.
The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND CIELO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED GROUP LITIGATION OR PRIVATE ATTORNEY GENERAL PROCEEDING. Further, unless all affected parties agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or group proceeding. If a court decides that applicable law precludes enforcement of any of this subsection’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
If you do not wish to be bound by the arbitration and class-action waiver provisions in these terms, you must notify Cielo in writing within 30 days of the date that you first accept these Terms (unless a longer period is required by applicable law). Your written notification must be mailed to Cielo at the following address: Cielo Legal Department, 168th Ave NE, Suite 103, WA 98052, USA. If you do not notify Cielo regarding Opt-out from these terms, you agree to be bound by the arbitration and group litigation waiver provisions of these Terms, including such provisions in any Terms revised after the date of your first acceptance. Such notification must include: (1) your name, (2) your Cielo account email address, (3) your mailing address and (d) a statement that you do not wish to resolve disputes with Cielo through arbitration. This notification affects these Terms only; if you previously entered into other arbitration agreements with Cielo or enter into other such agreements in the future, your notification that you are opting out of the arbitration provision in these Terms shall not affect the other arbitration agreements between you and Cielo.
If Cielo makes any changes to the Dispute Resolution and Arbitration Section of these Terms (other than a change to the address at which Cielo will receive notices of dispute, opt-out notices or rejections of future changes to the Dispute Resolution and Arbitration Section), you may reject any such change by sending us written notice within 30 days of the change to Cielo Legal Department, 168th Ave NE, Suite 103, WA 98052, USA. It is not necessary to send us a rejection of a future change to the Dispute Resolution and Arbitration Section of these Terms if you had properly opted out of the arbitration and group litigation waiver provisions in these terms within the first 30 days after you first accepted these Terms. If you have not properly opted out of the arbitration and group litigation waiver provisions in these terms, by rejecting a future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this arbitration provision, as modified by any changes you did not reject.
If you sign up for additional add-on Services that are Service Subscriptions directly with Cielo, not a third party or contractor, additional terms and conditions apply and may be found within the specific portals or applications of that paid Service Subscription, or by separate agreement between you and Cielo. The additional terms, in combination with these Terms of Service, will constitute the entire Terms of Service Agreement for the Product or Services, including any paid Service Subscriptions.
If you sign up for a paid service with a third party or contractor, terms of that relationship are between you and the third party and not with Cielo. You acknowledge that you may incur charges with third-party service providers or contractors. These may include charges resulting from accessing the Internet, purchasing or subscribing to other offerings via the Internet or purchasing equipment for use with or recommended by the Service. You are solely responsible for all charges payable to third parties, including all applicable taxes.
You agree to accept all communications from us regarding use of the Services at the address and/or email address you provide during registration. Please promptly update any changes to your account registration information. Cielo is entitled to rely on the email address and mail address that you last provided to us. You agree to waive all claims resulting from failure to receive communications because of changes in your email or mail address. From time to time we would like to send you information about Cielo products and services. If you register for a Service, you are granting Cielo permission to communicate with you by email.
You agree to be bound by any affirmation, assent or agreement you transmit through the Services you access by computer or other electronic device, including internet, telephonic and wireless devices, including but not limited to any consent you give to receive communications from us solely through electronic transmission. You agree that, when in the future you click on an “I agree,” “I consent” or other similarly worded “button” or entry field with your mouse, keystroke or other device, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature.
Contact Address of Cielo:
Customer Support Team
7901, 168th Ave NE
Redmond, WA, 98052
Telephone: +1 425 529 5775
Last Updated: January 1, 2023