Terms and Conditions

Welcome to the Kirio experience! The purchase and/or use of any component of this website, Kirio hardware and related products ("Products") and/or hosted services and applications ("Subscription Services") is governed by the following Terms & Conditions ("Terms & Conditions") as well as any additional terms that govern specific Kirio offerings, including but not limited to Purchase Orders, end user license agreements for mobile or web-based applications and in-box warranties that may accompany any hardware devices.

THIS IS A LEGAL AGREEMENT. BY PLACING AN ORDER FOR PRODUCTS AND/OR SUBSCRIPTION SERVICES, YOU ARE ACCEPTING AND AGREEING TO THESE TERMS & CONDITIONS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ACCEPT AND AGREE TO THESE TERMS & CONDITIONS. YOU REPRESENT THAT YOU ARE OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION OR RESIDENCE TO PURCHASE AND USE PRODUCTS AND TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THESE TERMS & CONDITIONS, YOU SHOULD NOT PURCHASE THE PRODUCTS OR USE ANY OF THE SERVICES PROVIDED IN CONNECTION WITH THE PRODUCT.

Using Kirio Products and Services

Although this website is accessible worldwide, the Products and Subscription Services offered by Kirio are not designed and tested for use in all countries. If you choose to use the Products and Subscription Services outside the United States or Canada (each, an “Intended Territory”), as applicable, you do so on your own initiative and you are solely responsible for complying with applicable local laws in your country. You understand and accept that the Products and Subscription Services are not designed for use in countries except Intended Territories and some or all of the features of the Products and Subscription Services may not work or be appropriate for use outside the Intended Territories. To the extent permissible by law, Kirio accepts no responsibility or liability for any damage or loss caused by your access or use of this website, its Products and its Subscription Services in a non-Intended Territory.

Subscription Services

We may offer different subscription plans for Subscription Services. For more information about these plans, please contact [email protected].

• Continuous Subscriptions. When you purchase any of our Subscription Services, you expressly acknowledge and agree that Kirio is authorized to charge you a monthly or annual subscription service fee depending on the services you choose (in addition to any applicable taxes) for as long as your subscription continues, and (2) your subscription is continuous until you cancel it or such Subscription Service is suspended, discontinued or terminated .

• Billing. We automatically bill the payment method associated with your Kirio account on a monthly or annual basis (depending on the services you choose). Day one of your billing cycle is tied to the date you activate your Subscription Services by pairing with a Kirio hardware device or using the software application associated with such service. You acknowledge that the amount billed may vary due to promotional offers, changes in your Subscription Services plan and changes in applicable taxes, and you authorize us to charge your payment method for the corresponding amounts.

• Cancellations and Refunds. You may cancel your Subscription Services at any time by logging into your Kirio account and selecting "Cancel Subscription." Note that merely unpairing a Product from a Subscription Service will not trigger cancellation of the Subscription Service. In the event you cancel a Subscription Service, we will provide a prorated refund for the period of time starting the day after cancellation of the Subscription Service through the remainder of your billing cycle.

• Free Trials. We may offer free trials of our Subscription Services for limited periods of time. If we offer you a free trial, the specific terms of your free trial will be provided at registration. We have no obligation to notify you when your free trial ends, and we reserve the right to modify or terminate free trials at any time, without notice and in our sole discretion.

• Feedback. You may choose to, or Kirio may invite you to, submit comments, suggestions, or ideas about the Products or Services, including how to improve the Products or Services (“Ideas”). By submitting any Ideas, you agree that your submissions are voluntary, gratuitous, and without restriction and will not place Kirio under any fiduciary or other obligation. We 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 Kirio does not waive any rights to use similar or related ideas previously known to Kirio, developed by its employees, or obtained from other sources.

Availability and Pricing

All Products offered by Kirio are subject to availability, and we reserve the right to impose quantity limits on any order, to reject all or part of an order and to discontinue offering certain Products and/or Subscription Services without prior notice. Prices for the Products and Subscription Services are subject to change at any time, but changes will not affect any order for Products you have already placed. In the event we change the pricing for any Subscription Service you have purchased, we will give you advance notice of this change. After receiving this notice, you will be deemed to have accepted the change in pricing, unless you cancel your subscription within 30 days of notification (or any longer period identified in the notice we send to you).

The Products offered by Kirio have been designed, marketed and sold for use by residents of the United States and Canada. All safety warnings, information, instructions, packaging, in-box materials, mobile apps, and support services are provided only in English. Kirio Products are not intended for use outside of the United States and Canada. You are responsible for complying with all applicable laws and regulations of the country for which the Product is destined. We are not liable or responsible if you break any such law.

Professional Installation

Kirio Products require professional installation. Kirio maintains a list of recommended installers of the Products, which is available on our website or upon email request to: [email protected]. These installers are not Kirio employees and are not affiliated with Kirio or any of its suppliers. Kirio is not responsible for any conduct of or liability associated with these installers. You should do your own diligence of the installers to select one that best fits your needs.

Any warranties associated with a Product may be null and void if the Product is improperly installed. Kirio is not responsible for any injury or damage caused by self-installation.

Intellectual Property Rights

This website and all contents, features and functionality made available via the website and its subdomains (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Kirio, its licensors or other providers of such material and are protected by United States and international intellectual property or proprietary rights laws. These Terms & Conditions permit you to use the website solely for your own, non-commercial purposes. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material displayed or made available via our website. No right, title or interest in or to the website or any of its components is transferred to you, and all rights not expressly granted are reserved. Any use of the website, Kirio Products and/or Services not expressly permitted by these Terms & Conditions is a breach of these Terms & Conditions and may additionally violate copyright, trademark, patent and other applicable laws and treaties.

Trademarks

The Company name, Company logo, and all related names, logos, Product and Service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You are prohibited from removing or obscuring any Kirio trademarks or other attributions of Kirio ownership affixed to, or natively displayed within, its Products or Services. Any reproduction or third party use of such marks require the prior written permission of the Company.

Information About You and Your Visits to the Website

All information we collect on this website is subject to our Privacy Policy. By using the website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Links from the Website

Our website may contain links to other sites and resources provided by third parties. These links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Dispute Resolution and Arbitration

PLEASE READ THIS SECTION CAREFULLY. FOLLOW THE INSTRUCTIONS BELOW IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS.

• Arbitration. Kirio and you agree to arbitrate all disputes and claims that arise from or relating to these Terms & Conditions or your use of the Products and/or Subscription Services in any way, except for claims arising from bodily injury. This agreement to arbitrate is intended to be broadly interpreted, including, for example:
  • claims arising out of or relating to any aspect of the relationship between us that is created by or involves these Terms & Conditions and/or your use of the Products and/or Subscription Services, regardless of the legal theory;
  • claims for mental or emotional distress or other emotional/mental injury arising from the relationship between us;
  • claims that arose before you accepted these Terms & Conditions (such as claims related to disclosures or the marketing of the Products and/or Subscription Services or the process for seeking approval to use the Products and/or Subscription Services);
  • claims that may arise after the termination of your use of the Products and/or Subscription Services or any agreement between us; and
  • claims brought by or against our respective subsidiaries, parent companies, members, affiliates, as well as the respective officers, directors, employees, agents, predecessors, successors, and assigns of these entities, you, and Kirio.

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 Kirio 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.

You agree that, by entering into this agreement, we are each waiving the right to a trial by jury or to participate in a class or representative action. These Terms & Conditions evidence a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision.

• Notice of disputes. If either of us intends to seek arbitration of a dispute, that party must provide the other with notice in writing. The notice to Kirio should be sent to: Kirio — 19502 56th Ave. W, Suite 104, Lynnwood, WA 98036. Kirio will send notice to you at the email and/or mailing addresses associated with your account. Your notice to Kirio must (a) provide your name, mailing address, and email address; (b) describe the dispute; and (c) 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.

• Arbitration procedures. 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 or by calling the AAA at 1 800 778 7879. 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 (or parish) where you are receiving Kirio Services. If the value of your claim is $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 $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 that 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 Kirio and Kirio users. The arbitrator can award the same individualized damages and relief that a court can award. Judgment on the award may be entered by any court having jurisdiction.

• Costs of arbitration. The AAA’s fee schedule is subject to change and may be found in the AAA Rules (available online at www.adr.org or by calling the AAA at 1 800 778 7879). Kirio will pay all AAA filing, administrative, and arbitrator fees for any arbitration that Kirio commences. If you provided Kirio with 60 days’ notice of your intent to arbitrate before commencing arbitration and the value of your claim is $75,000 or less, Kirio will pay your share of any such AAA fees. If the value of your claim exceeds $75,000, the allocation of AAA fees will be governed by the AAA Rules (unless the law of your state requires Kirio to pay all such fees). If, however, the arbitrator finds that either the substance of your claim or the relief sought is frivolous or brought for an improper purpose (as measured by the standards in Federal Rule of Civil Procedure 11(b)), then the payment of all AAA fees shall be governed by the AAA Rules. In such cases, the arbitrator may direct you to reimburse Kirio for amounts that Kirio paid on your behalf.

• No class arbitration. 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. YOU AND KIRIO 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 CLASS, REPRESENTATIVE, 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 class 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.

• 30-Day Opt-Out Period. If you do not wish to be bound by the arbitration and class-action waiver provisions in this section 11, you must notify Kirio in writing within 30 days of the date that you first accept these Terms & Conditions (unless a longer period is required by applicable law). Your written notification must be mailed to Kirio at the following address: Kirio Legal Department, C/O Kirio — 19502 56th Ave. W, Suite 104, Lynnwood, WA 98036. Subject to section 11(g) below, if you do not notify Kirio in accordance with this section 11(f), you agree to be bound by the arbitration and class-action waiver provisions of these Terms & Conditions, including such provisions in any Terms & Conditions revised after the date of your first acceptance. Such notification must include: (a) your name, (b) the email address associated with your Kirio account, (c) your mailing address, and (d) a statement that you do not wish to resolve disputes with Kirio through arbitration. This notification affects these Terms & Conditions only; if you previously entered into other arbitration agreements with Kirio or enter into other such agreements in the future, your notification that you are opting out of the arbitration provision in these Terms & Conditions shall not affect the other arbitration agreements between you and Kirio.

• Future changes to arbitration provision. If Kirio makes any changes to the Dispute Resolutions and Arbitration section of these Terms & Conditions (other than a change to the address at which Kirio 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 Kirio written notice within 30 days of the change. It is not necessary to send us a rejection of a future change to the Dispute Resolution and Arbitration section of these Terms & Conditions if you had properly opted out of the arbitration and class-action waiver provisions in this section 11 within the first 30 days after you first accepted these Terms & Conditions. If you have not properly opted out of the arbitration and class-action waiver provisions in this section 11, 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.

Warranties and Disclaimers

Website and Content. This website and all content displayed within this website (including descriptions of Products and Services) may be incomplete, out of date and/or include information that is erroneous or inaccurate. All such content is provided solely for informational and illustrative purposes and do not create any Product or Service warranties or conditions of any kind, either express or implied, including, without limitation, warranties of title or implied warranties of merchantability or fitness for a particular purpose.

All Products and Services are provided on an "as-is" basis unless otherwise noted in any written agreements between the parties or as may otherwise be applicable to a particular Product or Service. With respect to any such additional warranties, you may choose whether to make a claim under these Terms & Conditions or the relevant warranties accompanying the Product or Service, or both, but you may not recover twice in respect of the same loss.

Your use of any Product or Subscription Services is at your own discretion and risk. You will be solely responsible for (and Kirio disclaims) any and all loss, liability or damages resulting from your use of a Product and/or Subscription Service, including damage or loss to your HVAC system, appliances or peripherals connected to the Product, including your computer, mobile device, and all other items in your home. Unless explicitly promising a "guarantee," Kirio does not guarantee or promise any specific level of energy savings or other monetary benefit from the use of a Product and/or Subscription Services or any feature of them. Actual energy savings and monetary benefits vary with factors beyond Kirio’s knowledge or control.

Kirio gives no warranty regarding the life of the batteries used in a Product. Actual battery life may vary depending on a number of factors, including the configuration and usage of a Product.

Limitation of Liability

Nothing in these Terms & Conditions and in particular within this "Limitation of Liability" section shall attempt to exclude or limit 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) KIRIO BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING FROM OR RELATING TO THE PRODUCTS OR SUBSCRIPTION SERVICES, EVEN IF KIRIO KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) KIRIO’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE PRODUCTS AND SUBSCRIPTION SERVICES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO KIRIO OR KIRIO’S AUTHORIZED RESELLER FOR THE PRODUCT AT ISSUE IN THE PRIOR SIX (6)MONTHS (IF ANY). THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. KIRIO DISCLAIMS ALL LIABILITY OF ANY KIND OF KIRIO’S LICENSORS AND SUPPLIERS.

• Electronic Communications. You are communicating with Kirio electronically when you send email to Kirio. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. When you place an order with Kirio, we collect and store information about you, as further described in our Privacy Policy. From that point forward, your email address may be used to send you information about Kirio’s products and services unless you opt-out of such emails using the opt-out link in the emails.

• Notifications. Kirio may provide notifications to you as required by law or for marketing or other purposes via (at its option) email to the primary email associated with your Kirio account, hard copy, or posting of such notice on the Kirio website. Kirio is not responsible for any automatic filtering you or your network provider may apply to email notifications. Kirio recommends that you add @mykirio.com URLs to your email address book to help ensure you receive email notifications from Kirio.

• Force Majeure. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a contract that is caused by an act or event beyond our reasonable control, including without limitation acts of God, strikes, lock-outs or other industrial action by third parties, civil commotion, riot, terrorist attack, war, fire, explosion, storm, flood, earthquake, epidemic or other natural disaster, failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.

• Severability. If any part of these Terms & Conditions becomes illegal, invalid, unenforceable, or prohibited in any respect under any applicable law or regulation, such provision or part thereof will be deemed to not form part of the contract between us. The legality, validity or enforceability of the remainder of these Terms & Conditions will remain in full force and effect.

• Survivability. With the exception of the parties ongoing obligations to provide Product and/or Subscription Services and to pay for the same, the remaining terms and conditions of this Agreement will survive any termination or expiration of this Agreement.

• Waiver. Failure or delay by us to enforce any these Terms & Conditions will not constitute a waiver of our rights against you and does not affect our right to require future performance thereof.

• Governing Law and Jurisdiction. These Terms & Conditions are governed by the laws of the State of Washington without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. You agree to submit to the personal jurisdiction of the state and federal courts in or for King County, Washington for the purpose of litigating all such claims or disputes, unless such claim or dispute is required to be arbitrated as set forth above.

Entire Agreement

These Terms & Conditions, our Privacy Policy and any additional terms that may accompany your specific Product or Subscription Service constitute the entire agreement between you and Kirio, Inc. with respect to your use of any Kirio offering, including this website and Kirio Products and Subscription Services.

Your Comments and Concerns

This website is operated by Kirio, Inc, located at 19502 56th Avenue W, Suite 104, Lynnwood WA 98036.

All other feedback, comments, requests for technical support and other communications relating to the Website, Products or Subscription Services should be directed to: [email protected] or to the mailing address set forth above.

Thank you for visiting the Website and using the Kirio Products and Services.