Embedded Software EULA
By downloading, installing or using the software that is embedded (“Embedded Software”) in the Masonite M-Pwr Smart Door product (“M-Pwr Smart Door”) or by using the M-Pwr Smart Door in which the Embedded Software is pre-installed, you agree to be bound by the terms of this End-User License Agreement (the “License”) between you and Masonite Corporation (“Masonite” or “we”).
This License is a binding contract between Masonite and the Person (as defined below) downloading, installing, or otherwise using the Embedded Software (hereinafter referred to as “Licensee”). IF YOU DO NOT INTEND TO BE LEGALLY BOUND BY THE TERMS OF THIS LICENSE, DO NOT (A) DOWNLOAD, INSTALL OR USE THE EMBEDDED SOFTWARE OR DOCUMENTATION; OR (B) USE THE M-PWR SMART DOOR ON WHICH THE EMBEDDED SOFTWARE IS PRE-INSTALLED.
This License only governs your access and use of the Embedded Software. This License does not govern (a) your use of the website located at https://masonite.com and its sub-domains (“Websites”), any services through the Website (and any updates thereto), and certain software that may be downloaded to your mobile device (and any updates thereto) (“Mobile Apps”) or any other items within the definition of “Services” (as that term is defined by the Terms of Service available at https://masonite.com/privacy-policy/ (the “Masonite Terms of Service”); or (b) your purchase of the M-Pwr Smart Door (excluding the Embedded Software). (The Services are governed by the Masonite Terms of Service and your purchase of the M-Pwr Smart Door (excluding the Embedded Software) is governed by the Masonite limited warranty, the terms of which are provided with the M-Pwr Smart Door).
This License gives you specific legal rights, and you may also have other legal rights in addition, which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under this License will not apply to the extent prohibited by applicable law. Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages or other rights, so those provisions of this License may not apply to you.
For purposes of this License, a “Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity, and a “Third Party” means any Person other than Licensee or Masonite.
Licensee represents and warrants that Licensee: (a) has obtained the Embedded Software from Masonite or a Third Party authorized by Masonite; (b) is an authorized end‐user of the Embedded Software; (c) has the proper legal authority to enter into this License; (d) has read this License in its entirety; and (e) agrees to be bound by all of the terms of this License. If you are a Third Party (as defined above) that is ordering, registering for, using, or activating the Embedded Software and/or Documentation on behalf of another Person (as defined above), you represent that such Person agrees to be bound, as a Licensee, by the terms and conditions of this License.
THIS IS A LEGAL AGREEMENT. BY ACCESSING AND USING THE EMBEDDED SOFTWARE, YOU ARE ACCEPTING AND AGREEING TO THIS LICENSE ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT IN CONNECTION WITH SUCH ACCESS OR USE. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ACCEPT AND AGREE TO THIS LICENSE ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT. YOU REPRESENT THAT YOU ARE OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION OF RESIDENCE TO USE OR ACCESS THE EMBEDDED SOFTWARE AND TO ENTER INTO THIS LICENSE. IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THIS LICENSE. YOU SHOULD CEASE ACCESSING OR USING THE EMBEDDED SOFTWARE.
AS DESCRIBED IN THE SECTION TITLED “AUTOMATIC SOFTWARE UPDATES” BELOW, YOU ARE CONSENTING TO AUTOMATIC SOFTWARE UPDATES OF THE EMBEDDED SOFTWARE. IF YOU DO NOT AGREE, YOU SHOULD NOT USE THE M-PWR SMART DOOR OR THE EMBEDDED SOFTWARE.
AS DESCRIBED BELOW, THE SECTION TITLED “LIMITATIONS OF EMBEDDED SOFTWARE” DESCRIBES IMPORTANT LIMITATIONS OF THE EMBEDDED SOFTWARE AND RELATED SERVICES, ESPECIALLY IN CONNECTION WITH PERSONAL SAFETY AND CRITICAL USES. PLEASE READ THESE DISCLOSURES CAREFULLY, AS YOU ARE ACKNOWLEDGING THEM AND ACCEPTING THEM.
Subject to the terms of this License, Masonite grants to you a limited and nonexclusive license (without the right to sublicense) to execute one (1) copy of the Embedded Software, in executable object code form only, solely on the M-Pwr Smart Door that you own or control and solely for use in conjunction with the M-Pwr Smart Door for your personal, non-commercial purposes.
You agree not to, and you will not permit others to, (a) license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Embedded Software or make the Embedded Software available to any Third Party for any use other than the personal, noncommercial use and operation of the M-Pwr Smart Door on which it was pre-installed and that you own or control, (b) copy or use the Embedded Software for any purpose other than as permitted in the Section titled “License”, (c) use any portion of the Embedded Software on any device, computer or product other than the M-Pwr Smart Door that you own or control, (d) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Embedded Software, or (e) modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Embedded Software (except to the extent applicable laws specifically prohibit such restriction for interoperability purposes, in which case you agree to first contact Masonite and provide Masonite an opportunity to create such changes as are needed for interoperability purposes). You may not release the results of any performance or functional evaluation of any of the Embedded Software to any Third Party without prior written approval of Masonite for each such release.
Automatic Software Updates
Masonite may from time to time develop patches, bug fixes, updates, upgrades, enhanced functions and other modifications to improve the performance of the Embedded Software and related services (“Software Updates”). These may be automatically installed without providing any additional notice or receiving any additional consent. By installing or using the Embedded Software, you agree to automatically request, receive, consent to and accept such Software Updates, which are also subject to the terms of this License. If you do not want such Software Updates, your remedy is to stop using the M-Pwr Smart Door. If you do not cease using the M-Pwr Smart Door, you will receive Software Updates automatically. You acknowledge that you may be required to install Software Updates to use the M-Pwr Smart Door and the Embedded Software and you agree to promptly install any Software Updates Masonite provides. Your continued use of the M-Pwr Smart Door is your agreement to this License. Except as provided herein, Masonite will have no responsibility to provide maintenance or support services with respect to the Embedded Software.
Subject to the section titled “Open Source,” the Embedded Software and all worldwide copyrights, trade secrets, and other intellectual property rights therein are the exclusive property of Masonite and its licensors. Masonite and its licensors reserve all rights in and to the Embedded Software not expressly granted to you in this License. The Embedded Software (and all copies thereof) is licensed to you, not sold, under this License. There are no implied licenses in this License. All suggestions or feedback provided by you to Masonite with respect to the Embedded Software shall be Masonite’s property. Masonite may use, copy, modify, publish, or redistribute the submission and its contents for any purpose and in any way without any compensation to you. You also agree that Masonite does not waive any rights to use similar or related ideas previously known to Masonite, developed by its employees, or obtained from other sources.
You acknowledge that the Embedded Software contains valuable trade secrets and proprietary information of Masonite, that any actual or threatened breach of the section titled “Restrictions” of this License will constitute immediate, irreparable harm to Masonite for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach.
“Confidential Information” shall mean the Embedded Software and all other information disclosed to you that Masonite characterizes as confidential at the time of its disclosure either in writing or orally, except for information which you can demonstrate: (a) is previously rightfully known to you without restriction on disclosure; (b) is or becomes, through no act or failure to act on your part, generally known in the relevant industry or public domain; (c) is disclosed to you by a Third Party as a matter of right and without restriction on disclosure; or (d) is independently developed by you without access to the Confidential Information. You shall use your best efforts to preserve and protect the confidentiality of the Confidential Information at all times, both during the term hereof and for a period of at least three (3) years after termination of this License, provided, however, that any source code you receive (excluding Open-Source Code) shall be held in confidence in perpetuity. You shall not disclose, disseminate or otherwise publish or communicate Confidential Information to any person, firm, corporation or other Third Party without the prior written consent of Masonite. You shall not use any Confidential Information other than in the course of the activities permitted hereunder.
Certain items of software (the “Open-Source Software”) included within the Embedded Software are subject to “open source” or “free software” licenses such as the Common Public License, GNU Lesser General Public License, Netscape Public License or similar royalty-free/open-source license (collectively, the “Open-Source Licenses”). Some of the Open-Source Software is owned by Third Parties.
This License does not modify or abridge any rights or obligations you may have in Open-Source Software under applicable Open-Source Licenses; however, to the extent that Open-Source Software is incorporated into the Embedded Software, your rights and remedies under this License with respect to such Open-Source Software (i.e., indemnification) shall apply, but only for your use of the Embedded Software that is in compliance with the terms of this License and with the terms of any relevant Open-Source License. Any use of Open-Source Software outside of your licensed use of the Embedded Software is subject to the rights and obligations under the applicable Open-Source License. Open-Source Software programs that are separate from the Embedded Software are provided as a courtesy to you and are licensed solely under the relevant Open-Source License. Any distribution by you of code licensed under an Open-Source License, whether alone or with the Embedded Software, must be under the Open-Source License. Nothing in this License limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the Open-Source Software. If required by any particular Open-Source Software license, Masonite makes such Open-Source Software, and Masonite’s modifications to that Open-Source Software, available on written request to Masonite at the email or mailing address listed below.
NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MASONITE PROVIDES THE EMBEDDED SOFTWARE “AS-IS” AND DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. MASONITE DOES NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE USE OF THE EMBEDDED SOFTWARE. MASONITE MAKES NO WARRANTY THAT THE EMBEDDED SOFTWARE WILL BE UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL CODE, TIMELY, SECURE, OR ERROR-FREE.
ANY OPEN-SOURCE SOFTWARE IS PROVIDED “AS IS” WITHOUT ANY WARRANTY, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY REGARDING TITLE OR AGAINST INFRINGEMENT. IN NO EVENT SHALL ANY OPEN-SOURCE SOFTWARE COPYRIGHT HOLDERS OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF SUCH OPEN SOURCE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
YOUR USE OF THE M-PWR SMART DOOR INFORMATION (AS DEFINED BELOW), THE EMBEDDED SOFTWARE, AND THE M-PWR SMART DOOR IS AT YOUR RISK AND YOUR SOLE RESPONSIBILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MASONITE EXPRESSLY DISCLAIMS LIABILITY FOR ALL LOSSES, INJURIES (INCLUDING PERSONAL INJURY OR DEATH), DAMAGES OR OTHER CLAIMS ARISING FROM THE USE OR MISUSE, BY YOU OR OTHERS, OF THE M-PWR SMART DOOR, EMBEDDED SOFTWARE, OR M-PWR SMART DOOR INFORMATION (COLLECTIVELY “LOSSES”). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LOSSES SHALL INCLUDE ANY DAMAGES TO YOUR HOME, THE M-PWR SMART DOOR, ANY SYSTEMS OR PERIPHERALS CONNECTED TO OR ACTIVATED BY THE M-PWR SMART DOOR, ANY COMPUTER OR MOBILE DEVICE, OR ANY OTHER PROPERTY, PERSONS, PETS, OR OTHER ITEMS IN YOUR HOME.
Limitation of Liability
Nothing in this License and in particular within this “Limitation of Liability” clause shall attempt to exclude liability that cannot be excluded under applicable law.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE ABOVE WARRANTY DISCLAIMERS, IN NO EVENT WILL (A) MASONITE OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO THE LICENSEE OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE EMBEDDED SOFTWARE, LOST REVENUES OR PROFITS, DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN SYSTEM SECURITY, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND EVEN IF MASONITE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) MASONITE’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE M-PWR SMART DOOR AND EMBEDDED SOFTWARE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEED THE FEES ACTUALLY PAID BY YOU TO MASONITE OR MASONITE’S AUTHORIZED RESELLER FOR THE M-PWR SMART DOOR AT ISSUE IN THE PRIOR 12 MONTHS (IF ANY). THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. MASONITE DISCLAIMS ALL LIABILITY OF ANY KIND OF MASONITE’S LICENSORS AND SUPPLIERS.
Interpretation of Warranty Disclaimer and Limitation of Liability
If the disclaimer of warranty and limitation of liability provided above cannot be given local legal effect according to their terms, a reviewing court shall apply local law that most closely approximates an absolute waiver of all civil liability in connection with the Embedded Software. The limitations set forth in the Sections titled “WARRANTY DISCLAIMER” and “Limitation of Liability” shall apply even if the Licensee’s remedies under this License fail their essential purpose
Limitations of Embedded Software
You acknowledge that the M-Pwr Smart Door and Embedded Software are not certified for emergency notification, response or use. YOU UNDERSTAND THAT THE M-PWR SMART DOOR AND EMBEDDED SOFTWARE DO NOT INCLUDE AND DO NOT CONSTITUTE AN EMERGENCY NOTIFICATION SYSTEM OF ANY KIND — MASONITE WILL NOT DISPATCH EMERGENCY AUTHORITIES TO YOUR HOME IN THE EVENT OF AN EMERGENCY. In addition, neither the Masonite customer service nor technical support contacts can be considered a lifesaving solution for people at risk in the home, and they are no substitute for emergency services. All life threatening and emergency events should be directed to the appropriate response services.
The Embedded Software may provide you information (“M-Pwr Smart Door Information”) regarding the M-Pwr Smart Doors you have installed and their connection with other products and services, if any. All M-Pwr Smart Door Information is provided “as is” and “as available”. We cannot guarantee that it is correct or up to date. In cases where it is critical, accessing M-Pwr Smart Door Information through the Embedded Software is not a substitute for direct access of the information in the home.
For U.S. Government End Users
The Embedded Software is a “commercial item,” as that term is defined at 48 C.F.R. 2.101 (OCT 1995), and more specifically is “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), the Embedded Software is provided to U.S. Government End Users only as a commercial end item and with only those rights as are granted to all other customers pursuant to the terms and conditions herein.
The Embedded Software and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to strictly comply with all such laws and regulations and acknowledge that you have the responsibility to obtain authorization to export, re-export, or import the Embedded Software and related technology, as may be required. You will indemnify and hold Masonite harmless from all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney’s fees) arising from or relating to any breach by you of your obligations under this section.
Term and Termination
This License including the license it grants are effective on the date you first use the M-Pwr Smart Door or Embedded Software and shall continue for as long as you own the M-Pwr Smart Door unless this License is terminated under this section. Masonite may terminate this License at any time if you fail to comply with any term(s) hereof. You may terminate this License effective immediately upon written notice to Masonite or by permanently discontinuing all use of the Embedded Software. Upon termination of this License, the license granted hereunder will terminate and you must stop all use of the Embedded Software.
The following sections shall survive the termination of this License for any reason: Restrictions, Confidentiality, Ownership, Open Source, WARRANTY DISCLAIMER, Limitation of Liability, Interpretation of Warranty Disclaimer and Limitation of Liability, Limitations of Embedded Software, Export Compliance and Miscellaneous (including Survival, Governing Law; Venue, Assignment, Notices, Severability, Waiver, Headings, Amendment, and No Third-Party Beneficiaries).
Governing Law; Venue
You agree that this License, and any claim, dispute, action, cause of action, issue, or request for relief relating to this License, will be governed by the laws of Florida, without giving effect to any conflicts of laws principles that require the application of the laws of a different jurisdiction. Any action or proceeding relating to this License must be brought in a federal or state court located in Hillsborough County, Florida and each party irrevocably submits to the jurisdiction and venue of any such court in any such claim or dispute, except that Masonite may seek injunctive relief in any court having jurisdiction to protect its intellectual property or Confidential Information.
Neither the rights nor the obligations arising under this License are assignable by you, and any such attempted assignment shall be void and without effect.
Any notice to you may be provided by email to the address that you registered with Masonite.
If any provision of this License is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
All waivers by Masonite will be effective only if in writing. Any waiver or failure by Masonite to enforce any provision of this License on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
The headings of Sections of this License are for convenience and are not to be used in interpreting this License.
Except as otherwise provided in this License, no amendment to or modification of License will be binding unless in writing and signed by an authorized Masonite representative.
No Third-Party Beneficiaries
This License is for the benefit of, and will be enforceable by, the parties only. This License is not intended to confer any right or benefit on any Third Party. No action may be commenced or prosecuted against a party by any Third Party (including, without limitation, affiliates) claiming as a Third-Party beneficiary of this License or the Licenses granted herein.
If you have questions regarding this License, please contact Masonite via any of the following methods:
1242 East 5th Avenue
Tampa, FL 33605