OKOS SMART HOMES SERVICE AGREEMENT

This is a legal agreement (the “Service Agreement”) entered into between Okos Smart Homes (“Okos” or “we”) and the customer (“you”) named in one or more order confirmations (each, an “Order Confirmation”). This Service Agreement sets out the terms upon which Okos will provide the services set out in the Order Confirmation (the “Services”) and the devices or equipment set out in the Order Confirmation (the “Equipment”) required to access and/or use the Services at the service address set out in the Order Confirmation (the “Premises”).

This Service Agreement is also posted and available for review at Okos.ca.

This Service Agreement works together with the following materials to form your complete agreement with us (the “Agreement”), and provide you with the important information you need to help you fully understand your Services and Equipment: (1) the terms of service (the “Terms”) that accompany this Service Agreement and are also posted and available for review at Okos.ca; (2) the Order Confirmation(s); (3) our Privacy Policy, which sets out our policies in relation to the collection, use and disclosure of your personal information; (4) Third-party End User Terms and Conditions; and (5) any additional terms and conditions that may apply to a specific Service that you subscribe to or use.

Unless otherwise defined in this Service Agreement, capitalized terms in this Service Agreement have the meanings given to them in the Terms.

1. Term of Service and Termination

This Service Agreement begins on the date set out in the Order Confirmation and ends when the Agreement is terminated in accordance with its terms. The minimum term of this Service Agreement starts on the order date set out in the Order Confirmation and ends on the date indicated in the Order Confirmation (the “Minimum Term”), unless extended or terminated as described below. Following the Minimum Term, this Service Agreement will automatically continue until terminated in accordance with the terms set forth herein.

This Service Agreement may be terminated: (i) by you at any time after the end of the Minimum Term; (ii) by you during the Minimum Term upon payment of the early termination fee (see section 6 below); (iii) by us if you Default (see section 10 below); or (iv) by us at any time and for any reason, in our sole discretion. For greater certainty, you will continue to be obligated to pay all fees due and payable under this Service Agreement up to and including the effective date of termination and, following the effective date of termination, you will be entitled to retain possession of the Equipment.

If your Services include an extended limited-warranty and/or additional support services (the “Additional Services”, or “Plan”), you may cancel any or all such Additional Services within the first thirty (30) days of the Order Confirmation and receive a full refund, less the cost of services received (if any). However, where the Additional Equipment (as defined in Section 5 below) has not been purchased by you, and we have included the cost of such Additional Equipment in the monthly charges payable by you in respect of the Additional Services (as set forth in the applicable Order Confirmation), the minimum term in respect of the Additional Services starts on the date listed in the Order Confirmation (the “Additional Services Minimum Term”). If you terminate your Additional Services prior to the end of the Additional Services Minimum Term, you will be required to pay the Additional Services component of the early termination fee (see section 6 below). No Services or will be received after cancellation or expiry of the Additional Services.

2. Personal Information

We collect personal information about you in order to establish and manage our, and our authorized service providers’, business relationship with you. We will not knowingly share this information with third parties without your permission, other than to service providers, parties that provide us with credit information, parties to whom we transfer, assign, encumber or otherwise dispose of this Service Agreement or otherwise in accordance with our Privacy Policy, which is available at Okos.ca/privacy or can be obtained from our Privacy Officer.

In light of this, you hereby: (i) consent to the collection, use, disclosure and maintenance of personal information and to receiving commercial electronic messages and promotional offers (such as tips to help you run your home or place of business more efficiently and reliably, special offers available to our customers and news about products and services that may be of interest to you) in accordance with the terms of our Privacy Policy (you may opt out at any time by contacting our Privacy Officer using the information below); (ii) authorize us to use and disclose your personal information to: verify your identity when you request information about your account by telephone or email; bill, collect payment, manage your account and/or supply services to you under this Service Agreement; review information about your bill payments; provide to our authorized technicians and other companies that provide service under this Service Agreement; comply with law enforcement and/or a legal requirement; process past due accounts of yours which have been passed to a debt collection agency; and undertake a credit reference check and we agree that the results thereof, any other personal information provided by or about you shall be handled by us in accordance with applicable laws and the Privacy Policy; and (iii) if your Services are billed by your gas or electric utility, you authorize your gas or electric utility to provide us with any information about your Services, including charges and payment information. We may record our telephone conversations with you and disclose the recordings to achieve the purposes set out in this section.

You may contact our Privacy Officer to discuss any questions or concerns related to the Privacy Policy, how your information is being handled, or to request that your personal information be revised or removed from our promotional list by telephone at: 1-855-321-OKOS, email at: info@okos.ca, or mail at: 

Privacy Officer, Okos Smart Homes Inc., 

421 7 Ave SW Suite 1600, Calgary, AB T2P 4K9

3. Service and Equipment Fees

The details with respect to the Services you have selected and the Equipment you have purchased, including the fees payable for such Services and Equipment, are set forth in the Order Confirmation. All amounts set out in the Order Confirmations do not include applicable taxes. In consideration of receiving and using the Services and Equipment, you agree that:

• You will pay charges billed to you under this Service Agreement when due. You agree to pay GST and any other taxes payable in connection with this Service Agreement.
• By registering for, or purchasing Services and Equipment and providing billing information, you grant Okos and our authorized third-party payment processor(s) the right to process payment using the debit card, credit card, bank information, third-party payment provider you provide, authorize, or maintain on your account (individually, and collectively, “Payment Method”). We reserve the right, at our option, to accept or require another method of payment. If you have any questions in respect to your Services and Equipment or wish to change your method of payment, you may call 1-855-321-OKOS or visit okos.ca.
• You will promptly inform us of any change in: i) your mailing address by providing at least 30 days advance notice of such change; and/or ii) if previously provided, bank account or credit card information you provided us promptly after such change is made and prior to the next bill due date.
• Your charges may be included on your utility bill, or we may choose to bill you directly or through our service provider. Acceptable methods of payment, which currently include online credit card payment, direct bank transfer or by telephone, will be set out on the bill you receive. Should any payment be returned for non-sufficient funds (“NSF”), Okos may charge you an NSF charge of $25. A late payment charge will apply to all overdue amounts on your bill, including applicable federal and provincial taxes. The rate for late payment charges is 1.5% per month or 18% per year (for an effective rate of 19.56% per year). Your bill is due on the date indicated on the bill.
• The monthly fees are set out in the Order Confirmation. You agree that following the end of the Minimum Term we may increase our monthly fees on January 1 of each calendar year by a percentage up to the percentage increase to CPI plus 2%. For the purposes of this Agreement, “CPI” means the All-items Consumer Price Index (not seasonally adjusted) for Ontario or the equivalent thereof, or any comparable successor index thereof, published by Statistics Canada in October in respect of the immediately preceding September to September period, or by any other equivalent or duly authorized department of the Government of Canada (for clarity, the Consumer Price Index in Canada is expressed in terms of 2002 = 100). We will notify you of any such increases in advance by bill inserts, by letter or by any other method permitted by law.

4. Installation

We will deliver to you and an Okos representative will install the Equipment at your Premises. You will be able to choose your installation date shortly after the Order Confirmation, as soon as 10 business days following the Order Confirmation or on such other mutually agreed upon date. You will not be charged any installation fee at the time you order the Services as set out in the Order Confirmation. You acknowledge that you own the Premises where the Equipment will be installed or that you have the authority to allow an Okos representative to install the Equipment at the Premises and enter into an agreement for the Services at the Premises.

We require a safe working environment and reserve the right to refuse or reschedule Service(s) due to conditions we deem dangerous, unsafe, or hazardous, including, but not limited to, possible code violations, extreme temperatures, natural disasters, or other hazards – real or perceived. We require that you safely and comfortably secure any and all pets prior to and during the duration of the Service appointment.

Services involving installation or work on plaster surfaces may result in cracking or chipping.  While we will take all reasonable efforts to prevent or minimize that possibility, we are not responsible for any cracking or chipping that may occur as a result of the Service(s).

You will not be charged any fee if you change or cancel your installation date up to 24h before your scheduled appointment. For any changes or cancellations made within 24 hours of the scheduled appointment, or if you are not present at the Premises on your installation date, Okos may charge you the full installation fee of $400 to cover your installation.

At Okos’s sole discretion, if for any reason part of the Equipment ordered cannot be installed at the time of installation, you may be asked to return the affected Equipment. At Okos’s option and expense, you will have fourteen (14) days to return the affected Equipment. When sending Equipment to us for a refund, you are responsible for properly packaging your product and it must be delivered in either its original packaging or packaging affording an equal degree of protection.

5. Limited Equipment Warranty

(a) Limited Warranty (Basic Equipment)

Subject to the limitations below, Okos warrants to you that any smart speakers, smart bulbs, smart plugs, smart thermostat and smart sensors (the “Basic Equipment”) shall be free from material defects in workmanship and materials, under normal use, from the date such Basic Equipment is set forth in the Order Confirmation to the expiry of the Minimum Term. This limited warranty is absolutely conditional upon the Basic Equipment having been properly installed (installed by Okos), maintained and operated under conditions of normal use in accordance with the manufacturer’s recommended operating instructions. Okos’s sole obligation under this limited warranty is, at Okos’s option and expense, to repair the affected Basic Equipment or replace it with similarly functioning Basic Equipment then made available by Okos. This limited warranty applies to any replaced or repaired Basic Equipment through to the end of the Minimum Term. The replacement Basic Equipment provided to you may be new or refurbished at Okos’s sole discretion. This limited warranty complements but does not replace the manufacturer’s warranty or warranty obligations. Basic Equipment and Services covered by the manufacturer’s warranty and warranty obligations are the responsibility of the manufacturer only. During the manufacturer’s warranty and warranty obligations period, please contact the manufacturer directly for all such claims. Should you contact Okos with respect to Services for a problem covered by the manufacturer’s warranty or warranty obligations, Okos may attempt to diagnose and correct the malfunction or other defect over the telephone. If Okos is unable to do so, you may be referred to the applicable manufacturer. During the term of the manufacturer’s warranty, this limited warranty may provide certain additional Services for which the manufacturer may not provide coverage. Neither this limited warranty nor any of the rights hereunder are transferable by you. Your original Order Confirmation is required to obtain Services. For more information regarding this limited warranty, call Okos Technical Support at 1-855-321-OKOS.

(b) Limited Warranty (Additional Equipment)

Subject to the limitations below, Okos warrants to you that all Equipment other than the Basic Equipment (the “Additional Equipment”) set out in the Order Confirmation shall be free from material defects in workmanship and materials, under normal use, for a period of one (1) year from the date set forth in the Order Confirmation. This limited warranty is absolutely conditional upon the Additional Equipment having been properly installed (installed by Okos), maintained and operated under conditions of normal use in accordance with the manufacturer’s recommended operating instructions. Okos’s sole obligation under this limited warranty is, at Okos’s option and expense, to repair the affected Additional Equipment or replace it with similarly functioning Additional Equipment then made available by Okos. This limited warranty applies to any replaced or repaired Additional Equipment through to the end of the initial one (1) year warranty period referred to above. The replacement Additional Equipment provided to you may be new or refurbished at Okos’s sole discretion. This limited warranty complements but does not replace the manufacturer’s warranty or warranty obligations. Additional Equipment and Services covered by the manufacturer’s warranty and warranty obligations are the responsibility of the manufacturer only. During the manufacturer’s warranty and warranty obligations period, please contact the manufacturer directly for all such claims. Should you contact Okos with respect to Services for a problem covered by the manufacturer’s warranty or warranty obligations, Okos may attempt to diagnose and correct the malfunction or other defect over the telephone. If Okos is unable to do so, you may be referred to the applicable manufacturer. During the term of the manufacturer’s warranty, this limited warranty may provide certain additional Services for which the manufacturer may not provide coverage. Neither this limited warranty nor any of the rights hereunder are transferable by you. Your original Order Confirmation is required to obtain Services. For more information regarding this limited warranty, call Okos Technical Support at 1-855-321-OKOS.

(c) Extended Limited Warranty (Protection Plan)

If you purchase an optional Protection Plan, Okos warrants to you that all Equipment set out in the Order Confirmation shall be free from material defects in workmanship and materials, under normal use, for the whole Protection Plan Term; either four (4) years or five (5) years from the date following your Bundle purchase as set forth in your original Order Confirmation, as stated in the Order Confirmation. The Protection Plan purchase price payable is as shown on your original Order Confirmation. This Protection Plan is absolutely conditional upon the Equipment having been properly installed (installed by Okos), maintained and operated under conditions of normal use in accordance with the manufacturer’s recommended operating instructions. Okos’s sole obligation under this Protection Plan is, at Okos’s option and expense, to repair the affected Equipment or replace it with similarly functioning Equipment then made available by Okos. This Protection Plan applies to any replaced or repaired Equipment through to the end of the Protection Plan Term. The replacement Equipment provided to you may be new or refurbished at Okos’s sole discretion. This Protection Plan complements but does not replace the manufacturer’s warranty or warranty obligations. Equipment and Services covered by the manufacturer’s warranty and warranty obligations are the responsibility of the manufacturer only. During the manufacturer’s warranty and warranty obligations period, please contact the manufacturer directly for all such claims. Should you contact Okos with respect to Services for a problem covered by the manufacturer’s warranty or warranty obligations, Okos may attempt to diagnose and correct the malfunction or other defect over the telephone. If Okos is unable to do so, you may be referred to the applicable manufacturer. During the term of the manufacturer’s warranty, this Protection Plan may provide certain additional Services for which the manufacturer may not provide coverage. Your original Order Confirmation is required to obtain Services. For more information regarding this Protection Plan, call Okos Technical Support at 1-855-321-OKOS.

(d) Warranty Service

Before returning the Equipment to Okos for warranty service within the applicable warranty period, you must call Okos Technical Support at 1-855-321-OKOS to attempt to diagnose and correct the malfunction or other defect over the telephone. If Okos is unable to do so, Okos may dispatch a technician to your Premises. Should the technician determine that the problem is not covered by the limited warranties set out in section 5(a) 5(b) or 5(c), Okos may charge you a fee, plus applicable taxes, for the dispatch of the technician. In the case of replacement of Equipment, you may be asked to return the affected Equipment. At Okos’s option and expense, you will have fourteen (14) days to return the affected Equipment. When sending Equipment to us for exchange or repair, you are responsible for properly packaging your product and it must be delivered in either its original packaging or packaging affording an equal degree of protection. Before providing your Equipment for service or exchange, remove any confidential, proprietary or personal information, and removable media, such as SD cards, or other kinds of storage. It is your responsibility to back up the contents of your storage and remove any data from parts or Equipment being returned, including any data you have stored or software you have installed. It is possible that the contents of any hard drive or data storage component will be lost or reformatted. Okos will not be responsible for any damage to or loss of any data, or other information stored on any media or any part of any Equipment that is replaced or serviced by us.

(e) Non-Warranty Service

If you require service to Equipment that is not covered by the limited warranties set out in section 5(a) 5(b) or 5(c), you may call Okos Technical Support at 1-855-321-OKOS. Before providing you with the available options, Okos may attempt to diagnose and correct the malfunction or other defect over the telephone. If Okos is unable to do so, Okos may dispatch a technician to your Premises and Okos may charge you a fee, plus applicable taxes, for the dispatch of the technician and the cost to repair the defective Equipment.

(f) No Other Warranties

To the maximum extent permitted by applicable law the limited warranties set out in section 5(a) 5(b) or 5(c) are exclusive and are in lieu of all other warranties, obligations, liabilities, terms, or conditions provided by Okos, whether written or oral, express or implied, either in fact or by operation of law, statutory or otherwise, including warranties, terms, or conditions of merchantable quality and fitness for a particular purpose. Okos shall not be liable under these limited warranties unless the Equipment has been purchased from Okos and properly installed (installed by Okos), maintained and operated under conditions of normal use in accordance with the manufacturer’s recommended operating instructions and, for greater certainty, Okos shall not be liable under these limited warranties if: (i) the material defect or malfunction was caused by your or any third person’s misuse, neglect, improper installation or testing, transport, unauthorized attempts to open, repair, or modify the Equipment, or any other cause beyond the range of the intended use, or by accident, fire, lightning, power cuts, surges or outages, other hazards, or acts of God; (ii) the material defect or malfunction results from the use of the Equipment in conjunction with accessories, other products, or ancillary or peripheral equipment; (iii) the Equipment is lost or stolen; (iv) the Equipment is not used primarily for personal, family or household purposes or in a home office setting, unless specifically noted as a commercial Protection Plan on your Order Confirmation; (v) the material defect or malfunction results from lost parts (remotes, keys, or other similar parts) or consumable parts, including, but not limited to, light bulbs, knobs, dials, filters, end-user replaceable batteries; (vi) the Equipment has removed or altered serial numbers; (vii) the material defect or malfunction has caused indirect, consequential or incidental damages, including, but not limited to, loss of profits, loss of data, down-time and charges for time and effort; (viii) the material defect or malfunction renders a “no problem found” or “no fault” type diagnosis and intermittent errors that cannot be reproduced; or (ix) the Equipment has minor imperfections in units that meet design specifications or cosmetic imperfections that do not alter functionality.

(g) Limitations of Liability

In addition to the limitations of liability in the Terms under “Limitation of Liability”, to the maximum extent permitted by applicable law, Okos’s sole liability hereunder and your sole remedy in respect of the limited warranties set out in section 5(a) 5(b) or 5(c), is limited to the replacement or repair, at Okos’s sole option and discretion and in accordance with the procedures set forth in this Section 5, of the Equipment covered by the limited warranties set out in section 5(a) 5(b) or 5(c).

6. Early Termination Fees

You can request to cancel an order for Equipment purchased within three (3) days of the Order Confirmation without any early termination fee. If this timeframe is not complied with, a fee of $50 will be charged to cover our logistical costs incurred in preparing your order and transportation.

Prior to your Equipment being shipped, you can modify an order for Equipment purchased at no charge; however, we cannot guarantee that any additional Equipment requested will be included if your order is already being processed. 

If you terminate this Service Agreement before the end of the Minimum Term, you will be charged an early termination fee equal to 100% of the monthly charges due for the balance of the Minimum Term. If you terminate any of your Additional Services before the end of the Additional Services Minimum Term, you will be charged an additional early termination fee equal to 100% of the monthly charges due in respect of such Additional Services for the balance of the Additional Services Minimum Term.

7. Broadband and Cellular Connection

You agree to maintain a broadband connection compatible with the Services, as determined by us, at your Premises at all times during which you have subscribed to the Services. Your failure to maintain such a broadband connection may affect the proper operation of the Services. You acknowledge and agree that the Premises must be located within an area of wireless telemetry coverage sufficient for proper operation of the Services at all times during which you have subscribed to the Services. Okos is not responsible for any loss or failure of the Services due to your failure to obtain or maintain the necessary broadband connection/wireless telemetry coverage to permit the proper operation of the Services.

8. Battery Power

Some of the Equipment is not connected to the electrical system of your Premises and is operated by battery power. This battery-powered Equipment will not operate if, for any reason, the battery is inoperative or does not function. You agree to regularly inspect such Equipment and to replace batteries, as necessary, and where applicable, test such Equipment at least once per month, or more frequently if required, to help maintain continued operability.

9. Third-Party End User Terms and Conditions

By accessing, browsing or using the Services or downloading any content from the Services, you acknowledge that you have read, understood and agree to be bound by the terms of the different Third-Party End User Terms and Conditions required to use the Service. Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all users and others who access or use the Service. By accessing or using the Service, you agree to be bound by these Terms.

Our Service may contain third-party services that are not owned or controlled by Okos. Your access to and use of the Service is conditioned on your acceptance of and compliance with these Third-Party ’s Terms. Okos has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any Third-Party services. You further acknowledge and agree that Okos shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such services.

Some Services may require access to your PC, tablet, or smartphone.  We may use tools we deem necessary for diagnostics and repair, including remote access.  We may install software that allows you to obtain additional technology services or functionality.  For software installations, you authorize us to and agree that we may accept End User License Agreements on your behalf. 

10. Termination by Okos

Each of the following will be events of default (a “Default”) by you:

• If any bankruptcy, insolvency or receivership proceedings are commenced with respect to you;
• If you breach any provision of, or fail to perform any of your obligations under, this Service Agreement, including but not limited to any failure to pay any amount when due;
• If you commit fraud or misrepresentation;
• If you use the Equipment for commercial or rental use (except where permitted by a commercial Protection Plan);
• If a repair of Equipment is not performed by a certified and qualified technician authorized by the manufacturer during the manufacturer’s warranty period, or;
• If a repair of a product not performed by a certified and qualified technician authorized by us after the manufacturer’s warranty period.

At any time while there is a Default, we may, on 30 days written notice require that you immediately pay the early termination fees set out in section 6. If we choose not to exercise this option, or if you fail to pay the early termination fees, then we may also exercise one or more of the following rights without further advance notice:

• Terminate this Service Agreement; and
• Pursue any other remedies we may have at law.

Upon termination of this Service Agreement, all amounts owing hereunder, including, for greater certainty, any early termination fees, are due and payable.

11. Indemnity

You agree to defend, indemnify and hold Okos and the Okos Parties harmless from any damages, liabilities, claims or demands (including costs and attorneys’ fees) made by any third party due to or arising out of: (i) your use and each Authorized User’s use of the Equipment or Services; (ii) your or your Authorized Users’ violation of the Agreement; or (iii) your or your Authorized Users’ violation of any law or the rights of any third party. Okos reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Okos and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without Okos’s prior written consent. Okos will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

BY ACCEPTING THESE TERMS, YOU AND WE AGREE TO MANDATORY AND BINDING ARBITRATION TO RESOLVE ANY AND ALL DISPUTES RELATED TO OR ARISING FROM YOUR USE OF THE OKOS SITE AND ANY PRODUCTS OR SERVICES ORDERED ON THE OKOS SITE. YOU AND WE UNDERSTAND AND ACKNOWLEDGE THAT BY AGREEING TO MANDATORY AND BINDING ARBITRATION, YOU AND WE HAVE WAIVED THE RIGHT TO A TRIAL BY JURY OR A TRIAL BY A JUDGE.

BY ACCEPTING THESE TERMS, YOU AND WE ACKNOWLEDGE AND AGREE THAT YOU SHALL NOT BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR ARBITRATE ANY CLAIM IN A REPRESENTATIVE CAPACITY, INCLUDING, WITHOUT LIMITATION, AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY, IN CONNECTION WITH ANY DISPUTE.

12. Sale of Premises

You may not transfer, assign or encumber all or part of this Service Agreement. If you are the owner and you sell or otherwise transfer the Premises at any time before the end of the Minimum Term, you are required to terminate this Service Agreement effective as of the date of such sale or transfer and pay to Okos the early termination fees in accordance with section 6.

13. Invalidity of Provision 

If any provision of this Service Agreement or the application thereof to any person or circumstance is held to be invalid or unenforceable, such provision shall be severed and the remainder of this Service Agreement shall continue to remain in full force and effect subject to such modifications as may be necessary to carry out the provisions and intent of this Service Agreement.

14. Governing Law

This Service Agreement will be governed by and construed in accordance with the laws of the Province of Alberta and federal laws of Canada applicable therein. You hereby irrevocably submit to the nonexclusive jurisdiction of any applicable court of Alberta located in the City of Calgary for the purpose of all legal proceedings arising out of or relating to this Service Agreement.

15. Amendments

This Service Agreement may be amended from time to time by us by notice by bill inserts, by letter or by any other method permitted by law.

16. Assignment

We may transfer, assign, encumber or otherwise dispose of all or any part of our interest in this Service Agreement to another party at any time without notice to you and without your permission. To the extent permitted by law, you will not assert against any transferee any claims, defences, set-offs, deductions or counter-claims which you may now or in the future be entitled to assert against us.

17. Survivability

Any provision of this Service Agreement which, by its nature, would survive termination or expiration of this Service Agreement, will survive any such termination or expiration of this Service Agreement.

18. How To Contact Us:

Okos Smart Homes Inc., 

421 7 Ave SW Suite 1600, Calgary, AB T2P 4K9

1-855-321-OKOS

info@okos.ca

OKOS SMART HOMES SERVICE PLAN TERMS AND CONDITIONS

This is a legal agreement (the “Terms”) entered into between Okos Smart Homes (“Okos” or “we”) and the customer (“you”) named in one or more order confirmations (each, an “Order Confirmation”). These Terms and Conditions set out the terms upon which Okos will provide the services set out in the Order Confirmation (the “Services”) set out in the Order Confirmation required to access and/or use the Services at the service address set out in the Order Confirmation (the “Premises”).

This Service Agreement is also posted and available for review at Okos.ca.

1. Services

You may use certain Services that Okos provides under the Plan during the Term of your Plan, subject to these Terms and Conditions. The current Services offering is set out at Okos.ca and is subject to change from time to time without notice (except where prohibited by applicable law). 

The Plan you purchase, register for, order, or renew includes the features set forth in the Plan description. The purchase price of the Plan (the “Plan Purchase Price”) is the applicable annual payment multiplied by the number of years in the Term of your Plan, or monthly payment multiplied by the number of months in the Term of your Plan, as applicable, plus applicable taxes. Okos grants you access to the Services for the term length set forth at the time of purchase, either during online checkout or as specified on the Order Confirmation (the “Initial Term”) in strict accordance with these Terms. Any renewal of the Initial Term (or a Renewal Term), whether such renewal occurs by way of your automatic renewal, online checkout, a renewal Order Confirmation, or otherwise, shall be deemed a “Renewal Term”, and together with the Initial Term, the “Term”, as applicable.

In addition to the Plan Purchase Price, Service fees apply and are payable in respect of Services used under the Plan, unless otherwise stated in the Services offering set out at okos.ca.  The current pricing and applicable Service fees for the Plan are set out at okos.ca. 

To access the Plan, you may be asked to provide certain information to help us create and maintain an Okos membership for you. As such, it is a condition of your use of the Plan that all information you provide is correct, current, and complete. You agree that all information you provide is governed by our Privacy Policy and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

Except as expressly provided herein, you may not transfer your membership to any other person and you may not use anyone else’s membership at any time. In cases where you have nevertheless authorized or registered another person to use your membership or Plan, or where you have acted negligently in safeguarding your account as set forth above, you agree you are fully responsible for (i) the acts and omissions of such person accessing the plan via your account, (ii) controlling the person’s access to and use of the Plan, and (iii) the consequences of any use or misuse by such person(s).

2. Payment Details

Access to the Services is expressly conditioned on timely payment of the then-applicable fee(s) in advance for your Plan in the amount set forth during online checkout or in an Order Confirmation unless you are accessing the Services via a free trial or other no-fee arrangements. We reserve the right to increase or decrease any fee at any time; however, to the extent you have paid your fee(s) in advance, the increase or decrease will not become effective for your Plan or service until the end of your current Term.

(a) Annual Payments

If the Purchase Price of your Plan is payable in annual payments, your first annual payment must be paid at the time of registration for the Plan. Subsequent annual payments will begin after the expiration of the first year and will be charged to the credit card account designated by you at the time of registration. You will be required to pay the applicable annual payment amount for the Plan, plus applicable taxes, each year during the Term of the Plan until the Plan is cancelled as set forth in these Terms and Conditions. 

(b) Monthly Payments

If the Purchase Price of your Plan is payable in monthly payments, your first monthly payment must be paid at the time of registration for the Plan unless you are accessing the Services via a free trial or other no-fee arrangements as stated on your Order Confirmation. Subsequent monthly payments will begin after the expiration of the first month and will be charged to the credit card account designated by you at the time of registration. You will be required to pay the applicable monthly payment amount for the Plan, plus applicable taxes, each month during the Term of the Plan until the Plan is cancelled as set forth in these Terms and Conditions. 

By registering for, or purchasing a Plan and providing billing information, with each applicable payment for the Plan as described above and grant Okos and our authorized third-party payment processor(s) the right to process payment using the debit card, credit card, bank information, third-party payment provider you provide, authorize, or maintain on your account (individually, and collectively, “Payment Method”). We reserve the right, at our option, to accept or require another method of payment. If you have any questions in respect to the Plan Purchase Price or wish to change your method of payment, you may call 1-855-321-OKOS or visit okos.ca. 

YOU UNDERSTAND AND AGREE THAT AT THE END OF EACH APPLICABLE TERM WE WILL AUTOMATICALLY RENEW YOUR PLAN (INCLUDING ALL FEATURES ON YOUR PLAN AT THAT TIME) FOR AN RENEWAL TERM OF EQUAL DURATION AND PROCESS YOUR PAYMENT METHOD OR INVOICE FOR PAYMENT FOR THE RENEWAL TERM UP TO FIFTEEN DAYS PRIOR TO YOUR RENEWAL DATE AT THE THEN-APPLICABLE PRICE FOR YOUR PLAN.

Your Plan may begin with a free trial (“Trial”). The length of your Trial will be set out at registration. We reserve the right, in our absolute discretion, to determine your eligibility for a Trial, including creating multiple free trial accounts, and to withdraw or to modify your Trial at any time without prior notice and with no liability. As a Trial member, you acknowledge and agree that use and access to the Plan is subject to these Terms.

3. Changes

Except where prohibited by applicable law, Okos may change these Terms and Conditions, the pricing of the Plan and/or the Service fees for Services under the Plan from time to time, and such changes will apply to you no earlier than thirty (30) days following notice to you, or following such notice period as required by applicable law (if longer). You may cancel the Plan with no penalty to you within thirty (30) days of Okos’s notice of any such change (or within such period as required by applicable law (if longer)) and you will receive a pro-rata refund of any unearned prepaid portion of the Plan Purchase Price paid by you in your last payment collected by Okos. 

4. Manufacturer and Other Warranties

THIS PLAN IS A SERVICES CONTRACT, IT IS NOT A WARRANTY. For any warranty related issues you must contact your warranty provider. 

5. Duration of Plan

Access to Services under this Plan commences on the Plan registration date and will continue until the Plan is cancelled by you or Okos. Following the cancellation of the Plan, you will have no further rights in respect of the Plan and Okos will have no liabilities or obligations to you. 

6. Cancellation

At its option, Okos may cancel your Plan and Contract on the basis of: (a) your fraud or misrepresentation; (b) your commercial use of the Plan (unless specifically noted as a commercial Plan on your original purchase invoice); (c) unauthorized use of the Plan; (d) your non-payment of the Plan Purchase Price; (e) your failure to comply with any of these Terms and Conditions. In addition, Okos may cancel your Plan at its discretion at any time upon thirty (30) days prior notice to you. 

You may cancel this Plan for any reason at any time within the first thirty (30) days of your registration for the Plan and receive a full refund of any payment of the Plan Purchase Price you made less the cost of Services received (if any), unless otherwise prohibited by law. Cancellation of the Plan within the first (30) days may be subject to a full month’s membership fee.

After the first thirty (30) days of your registration for the Plan, you may cancel your Plan for any reason at any time, provided, however, that if you cancel your Plan prior to paying the equivalent of twelve (12) monthly payments of the Plan Purchase Price, you will be required to pay the equivalent of (1) full month’s membership fee.

If you file a chargeback disputing charges made to Payment Method by Okos and the chargeback is granted, your account will be deactivated.

Contact Okos at 1-855-321-OKOS for any cancellation requests. 

No Services may be received or used after cancellation of this Plan. 

7. Transferable

You acknowledge and agree that the member access is specific to you. Except as set forth in your Order Confirmation, access granted under these Terms are not transferable to any other individual for any reason, and you will not grant access to the Plan to any other individuals.

This Plan is transferable to another Premise or residence at any time, provided the registered Plan holder can provide acceptable documentation demonstrating proof of address change. Please contact Okos at 1-855-321-OKOS to process transfer requests. The registered Plan holder must have original documentation and proof of residency at the address registered under the Plan in order to receive the Services. 

8. Entire Agreement

Your Plan Order Confirmation and these Terms and Conditions contain the entire agreement between you and Okos and supersede all prior written or oral negotiations, understandings and agreements concerning the subject matter of the agreement (the “Contract”). No amendment or modification of the Contract by you will be binding on Okos without the written agreement of Okos. 

9. General

Okos may assign this Contract without your consent upon notice to you. If Okos assigns this Contract, you agree that Okos is released of all obligations, and you agree to look solely to the assignee for the performance of all obligations under the Contract. This Contract will be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein. If any term of this Contract is held to be illegal or unenforceable, the legality and enforceability of the remaining provisions shall not be affected or impaired. Upon request, any user of this Plan must show government-issued identification demonstrating proof of address in order to receive any Services. 

10. General Exclusions

The following are not provided as Services under this Plan: 

10.1. Physical maintenance, repair or replacement of any product; 

10.2. replacement cost for lost or consumer replaceable parts (such as, for example, light bulbs, racks, shelves, trays, knobs or dials, rinse aids, filter, belts, crisper trays etc.); 

10.3. unauthorized servicing and transportation charges; 

10.4. products or services used for commercial purposes, used by the general public, used as a lease or rental or used in common areas in multi-family housing, or for any other non-personal use, unless noted specifically as a commercial Plan on the original purchase invoice; 

10.5. indirect, consequential or incidental damages, including, but not limited to, loss of profits, down-time and charges for time and effort (For Quebec only: The foregoing is not intended to liberate Okos from the consequences of Okos’s own acts or the acts of its representatives); 

10.6. fees related to third party contracts; 

10.7. “no problem found” or “no fault found” type diagnosis and intermittent errors that cannot be reproduced; or 

10.8. any services that are not specifically set out in this Plan. 

11. Limitations

11.1. THE SERVICES UNDER THIS PLAN ARE ONLY AVAILABLE IN CANADA. 

11.2. THE SERVICES UNDER THIS PLAN MAY ONLY BE USED BY YOU. 

11.3. ANY IN-HOME SERVICES PROVIDED UNDER THIS PLAN WILL ONLY BE PROVIDED AT THE SERVICE ADDRESS YOU PROVIDED AT TIME OF REGISTRATION. 

11.4. OKOS IS NOT LIABLE TO YOU IF IT IS UNABLE TO PERFORM ITS OBLIGATIONS HEREUNDER DUE TO EVENTS IT IS NOT ABLE TO CONTROL, SUCH AS ACTS OF GOD. 

11.5. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OKOS IS NOT AND WILL NOT BE LIABLE TO YOU FOR PERSONAL INJURY, DEATH, PROPERTY DAMAGE, LOSS OF USE, INTERRUPTION OF BUSINESS, DATA LOSS, LOST PROFITS, DOWNTIME, OR OTHER CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, HOWSOEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE (For Quebec only: The foregoing is not intended to liberate Okos from the consequences of Okos’s own acts or the acts of its representatives). 

11.6. OKOS’S MAXIMUM LIABILITY TO YOU HEREUNDER IS LIMITED TO THE AMOUNT OF THE PLAN PURCHASE PRICE PAID BY YOU. YOU WAIVE ALL SPECIAL, INDIRECT AND CONSEQUENTIAL DAMAGES AGAINST OKOS. 

11.7. WE RESERVE THE RIGHT TO REFRAIN FROM PROVIDING ANY SERVICES, INCLUDING, WITHOUT LIMITATION, IF MINIMUM SYSTEM REQUIREMENTS ARE NOT MET OR IF YOUR TECHNICAL NEEDS OR OTHER REQUIREMENTS OR REQUESTS ARE UNUSUAL OR EXTENSIVE, AS DETERMINED BY US. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IF APPLICABLE TO THE PLAN, IS LIMITED IN DURATION TO THE DURATION OF THE PLAN. OKOS MAKES NO WARRANTY THAT THE PLAN OR SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, NOR DOES OKOS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER/SYSTEM OR LOSS OF DATA RESULTING FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OKOS OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. IT IS YOUR RESPONSIBILITY TO BACK-UP THE SOFTWARE AND DATA THAT IS STORED ON YOUR COMPUTERS, HARD DISK DRIVE(S), AND/OR ON ANY OTHER STORAGE DEVICES YOU MAY HAVE, AND OKOS SHALL NOT BE RESPONSIBLE AT ANY TIME FOR ANY LOSS, ALTERATION, OR CORRUPTION OF ANY SOFTWARE, DATA, OR FILES. OKOS SHALL NOT BE LIABLE IN ANY WAY FOR DAMAGES ARISING FROM ANY PART, EQUIPMENT, PERIPHERAL, SOFTWARE OR OTHER PRODUCT SUPPLIED TO YOU BY OKOS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. 

11.8. SERVICES UNDER THIS PLAN ARE ONLY OFFERED FOR DEVICES AVAILABLE FOR SALE OR LEASE FROM OKOS, ITS PARTNERS, AND MAJOR SMART DEVICE MANUFACTURER INCLUDING BUT NOT LIMITED TO: GOOGLE NEST, AMAZON, RING, ARLO, PHILIPS, BLINK HOME, APPLE, HONEYWELL HOME, AUGUST, YALE, ECOBEE, BITDEFENDER, TP-LINK, SCHLAGE, SENGLED, DETERMINED AT THE SOLE DISCRETION OF OKOS. WE RESERVE THE RIGHT TO REFRAIN FROM PROVIDING ANY SERVICES, INCLUDING, WITHOUT LIMITATION, IF MINIMUM SYSTEM REQUIREMENTS ARE NOT MET OR IF YOUR TECHNICAL NEEDS OR OTHER REQUIREMENTS OR REQUESTS ARE UNUSUAL OR EXTENSIVE, AS DETERMINED BY US.

11.9. NO SERVICES WILL BE PROVIDED UNDER THE PLAN WHILE ANY UNPAID AMOUNTS ARE DUE AND PAYABLE. 

11.10. YOU MUST BE 18 YEARS OF AGE, OR THE AGE OF MAJORITY IN YOUR PROVINCE OR TERRITORY, TO REGISTER AS A PLAN HOLDER. MINORS MAY ONLY USE THE SERVICES UNDER THE SUPERVISION OF AN ADULT. 

SOME PROVINCES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXCLUSIONS OR LIMITATIONS ON THE DURATION OF IMPLIED WARRANTIES AND CONDITIONS, THEREFORE, SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. 

In addition to the exclusions and limitations specifically mentioned in these terms and conditions, the Services provided under this Plan are limited to the descriptions for each Service provided on okos.ca or other written scope document applicable to a particular Service, which we will make available to you on your request. 

12. Third-Party End User Terms and Conditions

By accessing, browsing or using the Services or downloading any content from the Services, you acknowledge that you have read, understood and agree to be bound by the terms of the different Third-Party End User Terms and Conditions required to use the Service. Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all users and others who access or use the Service. By accessing or using the Service, you agree to be bound by these Terms.

Our Service may contain third-party services that are not owned or controlled by Okos. Your access to and use of the Service is conditioned on your acceptance of and compliance with these Third-Party’s Terms. Okos has no control over and assumes no responsibility for, the content, privacy policies, or practices of any Third-Party services. You further acknowledge and agree that Okos shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such services.

13. Disclosure

13.1 Your information may be processed and stored in the United States or another country and may be subject to access by United States authorities or other international authorities under applicable laws. 

13.2 Okos’s Privacy Policy can be found at Okos.ca. Okos’s Privacy Policy includes information about how Okos uses your personal information. 

14. Definitions

“Term” refers to the duration of your Plan. “Services” refers to the particular services and benefits provided under this Plan from time to time, as described on Okos.ca as may be revised and updated from time to time. “Okos” refers to Okos Smart Homes Inc.. The “Plan” refers to the Okos Smart Homes Service Plan, which also operates under Okos Premium and the Rümi Smart Home Membership used under licence. “Terms and Conditions” refers to the terms and conditions set out in this document that governs the Services provided pursuant to the Plan. “You” or “your” refer to the registered Plan holder. 

To obtain Services under this Plan, or if you have any questions about this Plan, please visit okos.ca, chat with an Online Support Agent or call us at 1-855-321-OKOS.

15. How To Contact Us

Okos Smart Homes Inc., 

421 7 Ave SW Suite 1600, Calgary, AB T2P 4K9

1-855-321-OKOS

info@okos.ca