Ezlo Innovation, LLC

End User License, SaaS Services, Privacy and AI Agreement

Last updated: October 30, 2026

1. Definitions

"Products" means any hardware devices manufactured, sold, licensed, distributed, supported, or made available by Vera, Ezlo, or their affiliates, including Vera hubs, Ezlo hubs, controllers, accessories, and related devices.

"Software" means all firmware, software, applications, mobile applications, desktop applications, web applications, APIs, integrations, drivers, plug-ins, updates, patches, upgrades, and related software provided or made available by Vera or Ezlo.

"Platform" means the Vera, Ezlo, MiOS, Ezlo Sense, Ezlo Sense – Property, and related hardware, software, cloud, account, dashboard, workflow, automation, video, data, and service ecosystems.

"Services" means all services provided or made available by Vera or Ezlo, including local services, Cloud Services, AI services, support services, Subscription Services, software-as-a-service (SaaS) dashboard services, video services, automation and workflow services, AI services, notifications, account services, and related offerings.

"Cloud Services" means any Service or feature that relies upon remote servers, hosted infrastructure, internet connectivity, third-party hosted systems, cloud processing, remote access, cloud storage, or hosted account services.

"Subscription Services" means any Product-related service, Software, Platform feature, service plan, package, or other offering made available by Vera or Ezlo under a subscription, service plan, entitlement, promotional offer, trial, or similar arrangement, whether paid or unpaid, including services provided free of charge, at no additional charge, on a complimentary or promotional basis, or as part of a bundled or third-party offering. Subscription Services include, but are not limited to, Cloud Services, remote access, monitoring, support, software, and other service-based offerings, whether made available for a recurring fee, a one-time fee, or no fee. Access to unpaid or promotional Subscription Services does not create an obligation to pay or authorize future recurring charges unless the applicable fees and terms are disclosed and any consent required by law is obtained.

"User Content" means any video, images, recordings, device data, automation data, account information, preferences, logs, scenes, MeshBots, rules, messages, property or business information, workflow configurations, access schedules, access codes, reservation data, third-party account data, or other content or data submitted, generated, stored, transmitted, or processed through the Products, Software, Platform, or Services, subject to any rights held by third parties.

"AI Services" means artificial intelligence, machine learning, predictive analytics, automation generation, natural language interfaces, recommendations, model-based outputs, MeshBot generation, or similar intelligence-enabled features made available through the Platform or Services.

"Ezlo Applications and Platforms" means all software applications, platforms, dashboards, interfaces, and related services made available by Ezlo or Vera, including, but not limited to, MiOS, Resident, Ezlo Protect, Ezlo Sense, Ezlo Sense – Property, EzLogic, and any other current or future Ezlo or Vera applications, platforms, or branded services. These offerings may provide smart home control, security, monitoring, automation, device management, property management, business operations, integrations, workflows, and related functionality. Available features and capabilities depend on the applicable Product, service plan, subscription, supported integrations, permissions, and configuration.

"Third-Party Services" means products, devices, software, accounts, APIs, platforms, infrastructure, or services supplied or operated by parties other than Vera or Ezlo, including connected business applications, property management or reservation systems, access systems, and device platforms.

"Authorized Users" means individuals whom you authorize to access your organization’s accounts or services through supported account and role-management features of Ezlo Applications and Platforms, within applicable plan limits.

"Workflows" means user-configured or approved sequences of triggers, conditions, schedules, communications, and actions involving devices, Ezlo Services, or Third-Party Services.

2. License Grant

Subject to your compliance with this Agreement and payment of all applicable fees, Vera and Ezlo grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the Software and a right to access and use the Services during the applicable service term, solely for your lawful personal or internal business purposes in connection with Products, supported third-party devices, accounts, properties, business locations, or systems that you own, lease, manage, or are otherwise authorized to use. Ezlo Sense may be used without owning an Ezlo or Vera Product where the applicable offering supports such use. Suspension or revocation remains subject to applicable law and any controlling signed agreement.

The Software is licensed, not sold. This Agreement does not transfer any ownership interest in the Software, Platform, Cloud Services, Subscription Services, or any intellectual property rights. You may use the Software and Services only as expressly permitted by this Agreement and any applicable documentation, service description, plan terms, or support materials. All rights not expressly granted are reserved by Vera, Ezlo, and their licensors. An organization may permit its Authorized Users to use Ezlo Sense on its behalf within the purchased plan. Authorized access to properties or systems you lawfully manage for customers, tenants, guests, or other parties is permitted; this does not authorize resale, white-labeling, sublicensing, or provision of a separate service bureau unless Ezlo agrees in writing. You are responsible for your Authorized Users’ compliance with this Agreement.

3. Acceptable Use and Restrictions

You agree not to, and not to permit or assist any third party to, engage in any of the following activities:

Reverse Engineering and Technical Restrictions

• Reverse engineer, decompile, disassemble, decode, modify, adapt, translate, or otherwise attempt to derive source code, underlying ideas, algorithms, protocols, data structures, proprietary technology, or non-public technical information from any Product, Software, Platform, Service, Cloud Service, or Subscription Service, except to the extent such restriction is prohibited by applicable law.
• Circumvent, disable, interfere with, or defeat any security feature, authentication mechanism, access control, licensing mechanism, encryption technology, usage limitation, subscription control, or technical protection measure.
• Access, use, or attempt to use unauthorized APIs, interfaces, endpoints, communication protocols, administrative functions, non-public systems, or system components.
• Remove, alter, obscure, or bypass any proprietary notices, trademarks, copyrights, warnings, labels, branding, or ownership notices contained within or displayed by the Products, Platform, Software, or Services.

Unauthorized Access and Security

• Access or attempt to access any account, device, service, system, data, information, or network for which you do not have authorization.
• Probe, scan, test, benchmark, or attempt to discover vulnerabilities in any Product, Platform, Software, Service, Cloud Service, network, or infrastructure without prior written authorization from Vera or Ezlo.
• Introduce malware, malicious code, viruses, worms, ransomware, spyware, or other harmful technologies.
• Interfere with, disrupt, degrade, damage, or impair the operation, security, integrity, performance, or availability of any Product, Platform, Software, Service, Cloud Service, Subscription Service, network, or related infrastructure.

Subscription and Service Restrictions

• Circumvent subscription requirements, billing mechanisms, service-tier limitations, account restrictions, storage limits, retention limits, usage limits, licensing controls, or access controls.
• Share individual login credentials, transfer, resell, sublicense, lease, rent, distribute, or commercially exploit any Subscription Service, Cloud Service, AI Service, Platform functionality, account access, or service entitlement except as expressly permitted by Section 2 or authorized in writing by Vera or Ezlo.
• Misrepresent entitlement to a Service or use any Service in excess of purchased plan limits or authorized usage rights.

Illegal and Prohibited Activities

• Use any Product, Software, Platform, or Service in violation of any applicable law, regulation, governmental requirement, court order, or third-party right.
• Use any Product, Software, Platform, or Service to facilitate criminal activity, fraud, unauthorized surveillance, harassment, stalking, identity theft, invasion of privacy, unauthorized interception of communications, unlawful recording, or other unlawful conduct.
• Use any Product, Software, Platform, or Service in connection with activities that could result in death, personal injury, property damage, environmental damage, or other high-risk activities where failure of the Product or Service could create significant harm.

Data Protection and Privacy Compliance

You are solely responsible for complying with all laws applicable to your use of cameras, microphones, sensors, recording devices, automation systems, and monitoring capabilities. You agree not to collect, store, monitor, record, process, disclose, or transmit information in violation of applicable privacy, surveillance, biometric, consumer protection, wiretapping, recording consent, data protection, or similar laws.

Automated Access and Resource Abuse

• Use bots, crawlers, scrapers, automated scripts, or similar technologies to access, monitor, copy, extract, or interact with the Platform or Services in a manner not expressly authorized by Vera or Ezlo. Supported Workflows, integrations, and documented API use within their authorized scope are permitted.
• Generate excessive requests, storage consumption, bandwidth usage, API calls, automation executions, or other resource utilization that may impair Platform performance, reliability, security, or availability.

Enforcement. Vera and Ezlo reserve the right to investigate suspected violations of this Agreement and may suspend, restrict, disable, or terminate access to any Product, Platform, Software, Service, Cloud Service, Subscription Service, or account for violations of this section. Vera and Ezlo may cooperate with law enforcement agencies, regulators, courts, governmental authorities, or other authorized parties regarding suspected unlawful conduct to the extent permitted or required by applicable law.

Customer indemnification. To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless Vera, Ezlo, their affiliates, officers, employees and service providers from third-party claims, damages, liabilities, reasonable costs and expenses (including reasonable attorneys’ fees) arising from your unlawful or unauthorized use of the Products or Services; your improper installation, modification or handling of Products; your violation of another person’s privacy, property or access rights; or Workflows, recordings or access permissions you configure or authorize. This obligation applies only to the extent the claim results from your acts or omissions and does not apply to the extent caused by Ezlo’s own negligence, misconduct, product defect or other liability that cannot lawfully be shifted to you. Ezlo will give reasonable notice of a claim and permit your reasonable participation in its defense, subject to Ezlo’s right to control its own defense and any settlement affecting it.

4. Ownership and Intellectual Property

The Products, Platform, Software, Services, documentation, user interfaces, designs, trademarks, trade names, logos, copyrights, trade secrets, proprietary methods, data models, automation engines, AI Services, and all related intellectual property are owned by Vera, Ezlo, their affiliates, or their licensors. Nothing in this Agreement transfers ownership of any intellectual property rights to you. No implied licenses are granted under this Agreement. Feedback, comments, ideas, suggestions, diagnostics, or recommendations that you provide regarding the Products, Software, Platform, or Services may be used by Vera or Ezlo without restriction and without obligation to you, subject to applicable law and the Privacy Policy. Certain third-party or open-source software may be included in or distributed with the Software. Such components are licensed under their applicable license terms. Nothing in this Agreement limits rights you may have under applicable open-source licenses.

5. Cloud & Subscription Services

Certain functionality may require access to Cloud and/or Subscription Services operated by Vera, Ezlo, or third-party service providers. Cloud Services may depend on internet connectivity, account status, subscription status, third-party infrastructure, compatible devices, and supported Software versions. Cloud & Subscription Services may include, without limitation:

• Remote access
• Remote administration
• Live video streaming
• Cloud video storage
• Notifications and alerts
• Backup and synchronization services
• User account management
• Device provisioning
• Automation and MeshBot services
• AI-enabled services
• Customer support and diagnostic tools
• Hosted dashboards, device monitoring, and data aggregation
• Business and property management workflows
• Third-party integrations, APIs, and connected services
• Future cloud-enabled services and features

Cloud Services may be offered on free, paid, promotional, trial, bundled, limited, or subscription bases. Vera and Ezlo may add, modify, suspend, discontinue, replace, limit, or reclassify any Cloud or Subscription Service at any time, subject to applicable law and any required notice obligations. Vera and Ezlo reserve the right to implement technical measures, usage controls, storage limits, rate limits, authentication requirements, account restrictions, and other operational safeguards necessary to protect the Platform and Services.

Promotional Services and Usage Limits. Ezlo may offer promotional or complimentary Cloud Services, including cloud processing, AI processing, video or data storage, and related features, for a limited time or subject to specified usage allowances. Ezlo reserves the right to apply reasonable usage limits, throttle or restrict excessive usage, and modify or discontinue promotional benefits, subject to applicable law and any stated promotional terms. Once a promotional period or allowance expires, continued access or additional usage may require a paid subscription or applicable fees, which will be disclosed before charges are incurred. Promotional services do not create a right to free or unlimited ongoing service.

Service Availability and Pricing. Ezlo may offer cloud connectivity, remote access, AI processing, data processing, storage, and other services on a complimentary, promotional, subscription, or usage-based basis. Ezlo reserves the right to establish, modify, or introduce fees, usage limits, subscription requirements, or service tiers for any such services, including those previously offered without a separate charge or included with the purchase of a Product. Continued access to certain features or services may require a paid plan, subject to applicable law, existing contractual commitments, and any required notice or billing authorization. Vera and Ezlo do not guarantee that any Cloud Service, integration, third-party platform connection, device compatibility, protocol support, or feature will remain available for any specific period of time. Local functionality may differ from Cloud Services and may continue to operate independently of Subscription Services depending upon Product capabilities, Software support, network configuration, and technical requirements.

5A. Hosted Applications, SaaS Dashboards, and Workflows

Hosted service and plan scope. Hosted features of Ezlo Applications and Platforms, including Ezlo Sense and other applicable SaaS dashboards and services, are provided as services, not as a sale of software, a perpetual license, or a guarantee of continued access to any particular third-party integration. Access requires a valid account and any applicable subscription or other entitlement. Your plan or order specifies applicable limits, which may include Authorized Users, hubs, devices, properties, locations, integrations, storage, or workflow usage. Features described as available, supported, or compatible apply only to the specific versions, configurations, permissions, regions, and plans identified in the applicable service description.

Accounts and authority. You must maintain accurate account information, protect credentials and access tokens, assign appropriate user permissions, and promptly remove access when an individual’s authority ends. You represent that you have authority to connect and manage each account, device, property, location, and system and to authorize the associated data access and actions. You are responsible for activities performed through your account or by your Authorized Users, except to the extent caused by Vera’s or Ezlo’s breach of an applicable obligation. Notify Ezlo promptly of suspected unauthorized access.

Connectivity and availability. Dashboard access, synchronization, alerts, and Workflows may depend on supported devices and software, internet or cellular connectivity, power, cloud infrastructure, and Third-Party Services. These functions may be delayed, interrupted, unavailable, or incomplete. Local device operation does not mean that the hosted dashboard or a cloud-dependent Workflow will continue during an outage. Unless expressly agreed in a separate written service-level agreement signed by Ezlo, no minimum uptime, response time, recovery time, support response, or service credit is promised.

Dashboard information. Device status, alerts, reports, histories, recommendations, and information imported from Third-Party Services may be delayed, stale, inaccurate, duplicated, incomplete, or unavailable. A displayed status, successful request, or queued command does not necessarily confirm that a physical device acted, a lock secured, a code was issued or revoked, or a business transaction completed. Verify material conditions through the underlying system or another appropriate means before relying on them. Ezlo and Vera do not guarantee that every event will be detected, logged, delivered, or retained through applicable dashboards or services.

Workflow configuration and physical effects. You are responsible for reviewing, testing, enabling, and supervising your Workflows, including schedules, time zones, daylight saving changes, permissions, triggers, conditions, recipients, access-code validity periods, and device actions. Workflows may affect locks, lights, environmental controls, or other physical systems and may act automatically after you enable them. Test material changes and maintain suitable fallback procedures. Failed, delayed, repeated, or out-of-order events may cause unintended actions or failures to act; no uninterrupted, exactly-once, or error-free execution is guaranteed.

Access and business operations. If you use a Workflow to admit a guest, tenant, employee, contractor, delivery vendor, or other person, you remain responsible for verifying their authority, setting appropriate access limits, and confirming code issuance, expiration, and revocation. For example, an unattended delivery Workflow may depend on a reservation or scheduling API, a lock provider, a device connection, and notification delivery; Ezlo does not guarantee admission, relocking, delivery completion, or the condition of delivered goods. Maintain an appropriate alternative for access, security, and operations. Disabling a Workflow, disconnecting an integration, or canceling a subscription may not revoke existing codes or undo actions already sent to a third-party system; verify and manage those directly where necessary.

Operational limits. Applicable Ezlo Applications and Platforms assist with oversight and coordination; it does not replace professional monitoring, emergency response, required inspections, food-safety controls, employee supervision, or other legally required safeguards. Do not use it as the sole means of maintaining life safety, critical access, or conditions whose failure could cause significant harm. Sections 3, 10, 11, 18, and 19 also apply.

Installation, handling and maintenance. You are responsible for ensuring that Products and connected equipment are installed, wired, configured, operated, maintained and handled in accordance with applicable instructions, safety warnings, building and electrical codes, and laws, including use of qualified professionals where appropriate. To the extent permitted by law, Vera and Ezlo are not responsible for injury, loss or damage caused by improper installation, wiring, modification, repair, maintenance, handling, misuse or operation contrary to instructions, or by third-party equipment or services. Nothing in this paragraph excludes liability that cannot lawfully be excluded. Smart Devices, Installation, and Operational Limitations Ezlo and Vera Products include, but are not limited to, smart home and property technology devices such as hubs, controllers, sensors, smart switches, dimmers, plugs, automated water shutoff valves, and other connected equipment.

Installation and Use. You are responsible for ensuring that Products are installed, configured, operated, and maintained according to the applicable product instructions, safety warnings, electrical and plumbing requirements, and laws. Qualified professionals must be used where required.

Device and Connectivity Limitations. Products may depend on electrical power, batteries, network connectivity, compatible devices, wireless communication, cloud services, and third-party systems. Device performance may be affected by interruptions, interference, improper configuration, equipment failures, or conditions beyond Ezlo's control.

Water Leak Detection and Shutoff. Water sensors and automated shutoff valves are intended to assist with detecting leaks and reducing potential water damage. They do not guarantee detection of every leak, successful valve operation under every condition, or prevention of flooding, water damage, or other losses. Users remain responsible for appropriate plumbing maintenance, inspections, testing, and other reasonable property protection measures.

Electrical Devices. Smart switches, dimmers, plugs, and similar Products must be operated within their published electrical ratings and compatibility requirements. They must not be used with incompatible equipment or as the sole control for equipment where unexpected activation, deactivation, or failure could create a safety hazard.

Maintenance and Automation. You are responsible for maintaining and periodically testing your devices, replacing batteries where applicable, reviewing automation settings, and responding appropriately to alerts or device malfunctions. Automated actions may not execute as intended under all conditions.

Limitations. Products are intended to assist with convenience, monitoring, control, and property management. Unless expressly stated in a separate written agreement, they do not replace required safety equipment, professional inspections, maintenance, emergency response, or other protective measures. Nothing in this section limits rights or remedies that cannot lawfully be excluded, including applicable product liability and consumer warranty protections.

Trials and beta features. Trial, beta, preview, or promotional access may have limited functionality, support, retention, or availability and may be changed or ended subject to disclosed offer terms and applicable law. Inclusion of Ezlo Sense or a beta feature in another subscription does not promise permanent inclusion or future availability at the same price. A trial or promotional offer will convert to a paid recurring service only under disclosed terms and with any consent required by law.

6. Subscription Services, Billing, Renewal, and Cancellation

Certain Services require a paid subscription. Before obtaining billing information or charging you, Vera or Ezlo will disclose the applicable pricing, billing period, renewal terms, service features, limits, and cancellation process and obtain any consent required by law. Purchasing or activating a Subscription Service subjects you to those disclosed terms; use alone does not replace legally required consent to recurring charges. By purchasing a Subscription Service, you authorize Vera, Ezlo, and their designated payment processors to charge all applicable fees, taxes, and charges associated with your selected subscription plan using the payment method you provide. Unless otherwise stated at the time of purchase, subscriptions automatically renew at the end of each billing period until canceled. Subscription fees are billed in advance on a recurring basis. You may cancel a subscription at any time through the designated account management process or another cancellation mechanism identified in the applicable service terms. Vera and Ezlo will provide a simple mechanism to stop recurring charges as required by applicable law. Cancellation will take effect at the conclusion of the then-current billing period unless otherwise required by applicable law or expressly stated in the applicable service terms.

No refunds will be issued for partially used billing periods except where required by applicable law or expressly provided in a separate refund policy. Failure to pay applicable fees may result in suspension, limitation, or termination of the applicable Subscription Services. Subscription Services are licensed and provided as ongoing services and do not convey any ownership interest in Cloud Services, stored content, subscription features, service availability, or future functionality beyond the applicable subscription term.

Ezlo Sense subscriptions do not include fees charged separately by Third-Party Services unless expressly stated in the applicable offering. Disconnecting a third-party account does not cancel your Ezlo subscription, and canceling an Ezlo subscription does not cancel a third-party subscription. Downgrading or exceeding plan limits may restrict dashboard access, users, integrations, or Workflows as disclosed in the applicable plan terms. No additional paid capacity is authorized merely by exceeding a limit without any required disclosure and consent.

7. Pricing Changes

Vera and Ezlo reserve the right to modify subscription pricing, service tiers, storage allocations, retention periods, features, limits, billing cycles, and service offerings from time to time. Where required by applicable law, advance notice of material pricing changes will be provided before such changes take effect. Pricing changes will apply as disclosed in the applicable notice and plan terms, subject to applicable law and any controlling signed agreement. Continued use does not substitute for consent where additional consent is legally required. Customers may cancel Subscription Services in accordance with the applicable cancellation terms and any rights provided by law. Vera and Ezlo reserve the right to change pricing, service tiers, features, and billing arrangements from time to time, subject to applicable law and any controlling written agreement. Nothing in this section limits any nonwaivable statutory right or an express contractual remedy.

8. Video Storage Services

Certain subscription plans may include cloud-based video storage, image storage, event history, video retrieval, playback, download, sharing, or related services. Storage capacity, retention periods, event capture settings, download capabilities, playback functionality, camera support, and related features may vary by service plan, device, region, configuration, or technical limitation. Current plan features and limits will be described in the applicable service offering documentation, pricing pages, account pages, or support materials. Vera and Ezlo reserve the right to modify storage allocations, retention periods, playback features, and related video storage features from time to time, subject to applicable law and any required notice obligations. Vera and Ezlo are not responsible for loss of stored video or other User Content except to the extent required by applicable law.

9. Doorbell Video, Cameras, Audio Recording, and Consent

Certain Products, Software, Platform features, Cloud Services, and Subscription Services, including but not limited to Ezlo Doorbell Video products and camera-enabled devices, may record, transmit, process, store, analyze, and display video, audio, images, motion events, biometric-related characteristics, facial characteristics, voices, likenesses, physical features, and other information relating to individuals.

By installing, activating, accessing, configuring, or using any such Product, Software, Platform feature, Cloud Service, or Subscription Service, you expressly consent to the collection, recording, transmission, processing, storage, retrieval, display, and use of such information by Vera, Ezlo, their affiliates, licensors, service providers, cloud providers, contractors, and authorized third-party providers as necessary to provide, operate, improve, secure, maintain, and support the Products and Services.

You represent and warrant that you have obtained all notices, permissions, authorizations, and consents required by applicable law from all individuals whose information may be captured, recorded, monitored, processed, stored, transmitted, or disclosed through your use of the Products, Software, Platform, or Services.

You acknowledge and agree that:

• Video and audio recordings may include identifiable images, voices, likenesses, facial features, physical characteristics, activities, communications, and other information relating to you, members of your household, guests, visitors, tenants, residents, employees, contractors, invitees, and other individuals.
• You are solely responsible for complying with all applicable laws relating to surveillance, monitoring, recording, privacy, biometric information, wiretapping, consent, notice, consumer protection, and data protection.
• Vera and Ezlo do not determine whether your use of cameras, microphones, recording devices, or monitoring features complies with applicable law.

To the extent permitted by applicable law, you expressly authorize Vera, Ezlo, and their service providers to store, process, transmit, and manage such recordings and related information for security, operational, support, troubleshooting, service improvement, legal compliance, and other purposes described in the Privacy Policy and applicable service documentation.

Vera, Ezlo, and their service providers may disclose video recordings, audio recordings, account information, device information, or related data when required by law, subpoena, court order, warrant, governmental request, emergency disclosure request, or other legal process, or where Vera or Ezlo reasonably believes such disclosure is necessary to protect users, Products, Services, personnel, property, or legal rights.

Nothing in this Agreement obligates Vera or Ezlo to monitor, review, preserve, retrieve, or disclose recordings except as required by applicable law.

10. Security Monitoring Services

Certain Products, Software, Platform features, or Services, including but not limited to, Ezlo Protect, may integrate with, facilitate access to, communicate with, or otherwise support third-party security monitoring services.

Unless expressly stated in a separate written agreement signed by Ezlo, any security monitoring service is provided by independent third-party monitoring providers, dealers, integrators, distributors, installers, alarm companies, monitoring companies, or other third parties and not by Vera or Ezlo.

If security monitoring services are available in your area, such services are offered, sold, provisioned, and supported by the applicable dealer or monitoring provider and not by Vera or Ezlo.

Vera and Ezlo do not provide professional monitoring services and do not undertake any obligation to monitor alarms, emergency signals, security events, life-safety events, intrusion events, fire events, medical emergencies, environmental conditions, or other monitored conditions.

Any monitoring agreement, monitoring fees, monitoring obligations, response obligations, dispatch obligations, service levels, emergency notification obligations, or related services are solely between you and the applicable monitoring provider.

To the maximum extent permitted by law, Vera and Ezlo disclaim all liability arising from:

• Any interruption, delay, failure, omission, defect, error, outage, degradation, or unavailability of any monitoring service;
• Any failure to transmit, receive, process, route, deliver, verify, or respond to any alarm, signal, notification, event, communication, or emergency condition;
• Any act, omission, negligence, gross negligence, misconduct, or failure of any monitoring provider, dealer, installer, distributor, alarm company, emergency responder, telecommunications provider, internet service provider, or other third party;
• Any failure of Products, Software, Services, networks, communications systems, electrical systems, internet connections, cellular networks, cloud services, monitoring systems, or third-party infrastructure;
• Any delay, interruption, failure, omission, or degradation caused by force majeure events, acts of God, natural disasters, severe weather, war, terrorism, civil unrest, governmental action, utility failures, internet outages, telecommunications failures, cloud infrastructure failures, supplier failures, equipment failures, or other causes beyond the reasonable control of Vera, Ezlo, or the applicable monitoring provider.

You acknowledge and agree that security monitoring services, alarm services, emergency notification services, and related technologies cannot guarantee the prevention of loss, injury, death, property damage, theft, fire, intrusion, environmental damage, or other adverse events.

EXCEPT WHERE PROHIBITED BY LAW, THE TOTAL LIABILITY OF ANY MONITORING PROVIDER ARISING OUT OF OR RELATED TO SECURITY MONITORING SERVICES SHALL NOT EXCEED THE GREATER OF:

(A) THE AMOUNT PAID BY YOU FOR THE APPLICABLE MONITORING SERVICE DURING THE PRECEDING TWELVE (12) MONTHS; OR

(B) ONE HUNDRED U.S. DOLLARS ($100.00).

EXCEPT WHERE PROHIBITED BY LAW, THE TOTAL LIABILITY OF VERA, EZLO, THEIR AFFILIATES, LICENSORS, SERVICE PROVIDERS, DEALERS, DISTRIBUTORS, AND MONITORING PARTNERS ARISING OUT OF OR RELATED TO SECURITY MONITORING SERVICES SHALL NOT EXCEED THE GREATER OF:

(A) THE AMOUNT PAID BY YOU TO VERA OR EZLO FOR THE APPLICABLE SERVICES DURING THE PRECEDING TWELVE (12) MONTHS; OR

(B) ONE HUNDRED U.S. DOLLARS ($100.00).

11. Artificial Intelligence, Model Training, and Automation Services

Ezlo AI capabilities. The Platform may provide natural-language assistance, camera event descriptions, suggestions for MeshBots and automations, and related features. Depending on the feature, some processing occurs on the user’s device; cloud-based AI processing may use Ezlo-operated systems and third-party AI models, providers, integrations, and infrastructure. Ezlo reserves the right, in its discretion, to add, replace, modify, or discontinue AI models, providers, integrations, and related technologies from time to time, subject to applicable law, required privacy disclosures, and any legally required notice or consent. AI-generated actions remain subject to applicable user authorization and confirmation safeguards.

AI inputs and context. To provide AI functionality, Ezlo may process your prompts, instructions, conversations, feedback, configuration information, and relevant User Content or connected-system data made available to the feature. Processing information to generate a response or perform an authorized task is distinct from using information for model training. You must have the rights and authority necessary to submit or make information available for each applicable purpose. Do not submit passwords, secret keys, or other authentication credentials in AI prompts; use supported connection and credential-management mechanisms.

No AI model training on customer data. Under the current Ezlo AI implementation, Ezlo and its AI provider do not use customer prompts, feedback, camera images or recordings, or other personal customer data submitted through Ezlo AI to train or fine-tune AI models. Service processing necessary to respond to requests, detect abuse, secure systems and operate the service is distinct from model training. Any future change to this no-training practice will require an updated disclosure and any legally required affirmative consent before it takes effect.

Limited permission for requested AI services. You authorize Ezlo and its contracted service providers to process the data needed to deliver AI features you have enabled, subject to the applicable privacy notice, specific AI-sharing consent, and your permissions. This permission does not authorize model training on customer data or independent advertising uses of private camera footage or AI conversations.

Privacy and confidentiality. Ezlo will apply reasonable safeguards to AI processing, including restricting sharing to the information relevant to an enabled feature, applying the disclosed retention periods and providing controls to decline or withdraw consent to optional external AI sharing. Any processing of sensitive camera, home or security information must comply with applicable law and the separate consent terms below.

Retention and deletion. The current standard camera-storage and AI-service retention period is up to 90 days, subject to the applicable service plan, earlier deletion, user rights, legally required exceptions, and any different retention period expressly disclosed for a particular service. No customer data is retained for AI model training.

Output limitations and verification. AI-generated answers, recommendations, classifications, summaries, rules, code, and actions may be fabricated, biased, inaccurate, incomplete, outdated, inconsistent, insecure, or unsuitable for a particular use. Similar inputs may produce different outputs, and outputs may resemble those provided to other users. A plausible response is not verification of a fact, device condition, permission, or completed action. You must review and validate material outputs, test generated rules and code, and independently verify information before relying on it for business operations, security, access, or other consequential decisions. AI outputs are not professional legal, financial, medical, or safety advice.

Authorized actions and supervision. A suggestion or generated Workflow does not itself authorize execution. AI tools may send device commands or perform actions only within the permissions, instructions, configurations, and execution modes you authorize through supported features. You may authorize automatic execution in advance; this Agreement does not promise that each action will require a separate confirmation. You are responsible for selecting appropriate permissions, testing and approving generated automations before enabling them, supervising their operation, and withdrawing authorization when appropriate. User authorization does not excuse Ezlo from its own applicable obligations.

Physical devices and business Workflows. AI-assisted actions may affect locks, access codes, lighting, environmental controls, communications, or connected business systems. Erroneous interpretation, inaccurate context, failed or repeated commands, or connectivity problems may cause unintended actions or failures to act. Verify material outcomes, use suitably limited access permissions and validity periods, and maintain appropriate manual or independent fallback procedures. Disabling an AI feature or revoking authorization may not undo an action already executed, remove a previously issued access code, or cancel a request already accepted by a third-party system. Sections 5A and 13 apply to these actions.

Rights in inputs, outputs, and models. You retain your rights in your inputs and User Content, subject to third- party rights. Subject to this Agreement and any applicable third-party rights, Ezlo permits you to use AI- generated outputs supplied to you for your lawful personal or internal business purposes, including configuring supported devices and Workflows. Ezlo does not guarantee that an output is unique, eligible for intellectual property protection, or free of third-party claims; no third-party rights are granted by this permission. Ezlo and its licensors retain rights in their models, model parameters, tools, algorithms, and other Platform technology, subject to your retained rights in User Content and applicable law.

Feature and model changes. Ezlo may update, retrain, replace, restrict, or discontinue AI models or features for security, reliability, legal, technical, or business reasons, subject to applicable notice requirements and controlling signed agreements. Model changes may affect outputs or the behavior of AI-assisted functions.

Users should review and retest affected automations after material changes. AI availability, usage allowances, and any additional charges are governed by disclosed plan or feature terms; new charges remain subject to required disclosure and consent.

Prohibited and high-risk uses. Do not use AI Services to generate or execute unlawful instructions, defeat access controls, obtain unauthorized data, or make unlawful discriminatory decisions. AI Services are not intended to make or serve as the sole basis for decisions concerning employment, housing eligibility, credit, insurance, or access to essential services unless Ezlo expressly designates a feature for that use and applicable legal requirements are met. AI Services and automation features are not intended for emergency response, life-safety, medical, critical infrastructure, or other high-risk uses unless expressly designated in writing by Vera or Ezlo for such use. Ordinary authorized property access and business Workflows remain subject to the safeguards in Section 5A.

Existing protections and obligations. The acceptable-use restrictions, privacy provisions, warranty disclaimers, and liability limitations in Sections 3, 15, 18, and 19 apply to AI inputs, outputs, AI-generated code and rules, and AI-assisted actions. AI responses can be inaccurate, incomplete or inappropriate. Ezlo AI is not a substitute for a functioning alarm system, professional monitoring station, emergency response, or emergency services. Do not rely on AI output alone for safety-critical decisions. Nothing excludes liability that cannot lawfully be excluded.

12. Software Updates and Feature Changes

Vera and Ezlo may deploy updates, upgrades, patches, fixes, security enhancements, modifications, configuration changes, and feature changes at any time. Updates may modify functionality, user interfaces, integrations, supported devices, device behavior, APIs, protocols, features, services, or capabilities. Some updates may be required to continue using certain Software, Products, Cloud Services, or Subscription Services. You consent to the delivery and installation of such updates where permitted by applicable law. If you do not install or permit required updates, certain Products, Software, or Services may not function properly or may become unavailable. Vera and Ezlo may discontinue support for older Products, Software versions, integrations, or features when necessary for security, reliability, compliance, operational, or business reasons, subject to applicable law.

13. Third-Party Services

Certain Products, Software, Platform features, or Services may rely on third-party providers, subcontractors, cloud infrastructure, app stores, payment processors, communication providers, analytics providers, monitoring providers, device manufacturers, integrations, APIs, or platforms. Ezlo Sense may aggregate information from and send authorized requests to independent Third-Party Services through APIs and other interfaces. Vera and Ezlo do not own or control those independent services or their APIs, data, policies, security practices, pricing, or continued availability. Providing a connector or displaying third-party information does not make Vera or Ezlo the operator of that Third-Party Service or a guarantor of its performance. Your use of Third-Party Services is subject to their applicable terms, privacy policies, licenses, account requirements, and fees, which you are responsible for reviewing and satisfying. You must not use Ezlo Sense to bypass a provider’s restrictions or obtain unauthorized access. Inclusion of an integration does not imply endorsement, agency, or a partnership unless expressly stated.

API changes and disruption. Third-party providers may modify or withdraw endpoints, permissions, authentication methods, rate limits, data fields, supported features, terms, or APIs; impose new fees; suspend accounts; or discontinue services, with or without notice to Ezlo. These events may break or reduce dashboard functionality, synchronization, access-code operations, notifications, or Workflows even while your Ezlo subscription remains active. Ezlo cannot compel a provider to maintain an API or restore access and does not promise to repair, replace, or maintain every integration within a particular time or indefinitely.

Integration adjustments. Ezlo may modify, restrict, suspend, or remove a connection as reasonably necessary because of provider changes, security concerns, legal requirements, loss of authorization, or technical limitations. Ezlo will provide notice of material changes when reasonably practicable or required by law; urgent security or provider-driven changes may occur without advance notice. Fees and other remedies remain governed by applicable law and any controlling signed agreement; this section does not guarantee a refund or service credit solely because an independent Third-Party Service changes or fails.

Connection permissions and data transfers. When you connect a Third-Party Service, you authorize Vera and Ezlo to use the permissions and credentials or access tokens you approve to obtain, transmit, synchronize, and process data and send commands as needed to provide the selected integration and your enabled Workflows. You must have all necessary rights and permissions to authorize these transfers and actions. Revoking access, changing credentials, or changing provider permissions may stop the integration. Data already transferred may remain with the receiving provider under its own terms and retention practices.

Independent third-party failures. To the maximum extent permitted by law and subject to Section 19, Vera and Ezlo are not liable for failures, delays, incorrect data, rejected commands, lost access, or other losses attributable to an independent Third-Party Service or its API that is outside their reasonable control. This allocation does not exclude liability that cannot lawfully be excluded, excuse Vera’s or Ezlo’s own breach of an express obligation, or eliminate applicable obligations concerning providers acting on their behalf.

14. Website

Information provided to Ezlo or collected through the Website, Platform, Products, Services, or Software is addressed in the Integrated Privacy Notice in Section 15A of this Agreement and any applicable supplemental privacy notice.

15. Privacy and Data Processing

Your use of the Products, Platform, Software, and Services is governed by the Integrated Privacy Notice in Section 15A & 15B of this Agreement, together with any supplemental feature-specific notices and legally required disclosures. You acknowledge that information may be collected, processed, transmitted, stored, analyzed, and disclosed as described in the Privacy Policy and applicable service materials. You are responsible for providing any required notices, obtaining any required consents, and complying with applicable privacy, recording, monitoring, surveillance, biometric, data protection, and consumer protection laws relating to your use of Products, Software, cameras, microphones, sensors, automation, monitoring, or Cloud Services. If you use Products, Software, or Services on behalf of an organization, property, household, tenant, guest, customer, or other third party, you are responsible for ensuring that your use complies with applicable laws and that you have all required authority and permissions.

User Content and service processing. As between you and Vera or Ezlo, you retain your rights in User Content, subject to third-party rights. You grant Vera and Ezlo a non-exclusive right to host, copy, process, transmit, and display User Content and to permit their service providers to do so as necessary to operate, secure, maintain, and support the Services and perform your authorized integrations and Workflows, consistent with the Privacy Policy, applicable law, and any applicable signed data processing agreement. This permission does not transfer ownership of your User Content. AI-specific processing and model-training permissions are addressed in Section 11 and remain subject to the same applicable privacy, confidentiality, and legal requirements.

Organizational data responsibilities. When you supply or connect personal information concerning guests, tenants, employees, customers, or other individuals, you are responsible for determining your lawful basis, providing required notices, and obtaining required authorizations. Accepting this EULA is not a substitute for consent or another lawful basis required for those individuals. The parties’ respective data protection roles and obligations depend on applicable law and any applicable signed data processing agreement; this EULA does not itself constitute a complete data processing agreement.

Retention and export. Ezlo Sense is not an archival or backup service unless an applicable plan expressly provides otherwise. Data retention, history, and export capabilities depend on the plan and supported source systems. Maintain independent copies of material records and export available data before account closure or loss of access. No indefinite retention, comprehensive export, or recovery of deleted information is promised. Following suspension or termination, access and integrations may cease and User Content may be deleted in accordance with disclosed retention practices, applicable law, and any controlling signed agreement.

15A. Integrated Privacy Notice — Ezlo and Vera Products, Apps and Services

Scope and roles. This Notice describes personal information collected, used, stored, shared, and otherwise processed by Ezlo Innovation, LLC and, where applicable, Vera Control, Ltd., in connection with their Products, software, mobile applications (including Resident for iOS and Android), accounts, cloud services, subscription services, video services, Ezlo Sense, AI Services, and supported integrations. This Notice applies to all users and customers, including individuals, households, businesses, property managers, dealers, and other organizations. Depending on the service and applicable law, Ezlo may process personal information for its own purposes or on behalf of customers and partners under applicable agreements, including data processing agreements where required.

Information we process. Depending on enabled features, information may include account and contact details; authentication and subscription records; device identifiers, names, rooms, settings, states, connectivity and diagnostic logs; household, property and business configurations; automation and MeshBot rules, schedules and event history; access permissions and security/house modes; support communications; and, when relevant, camera images, video, audio, event labels and recordings. AI-specific inputs may include user questions, prompts, responses and relevant home context. Not every category is collected by every feature.

Purposes and legal grounds. Information is processed as appropriate to provide and secure requested Products and Services, authenticate users, execute authorized commands, maintain accounts and subscriptions, troubleshoot and improve reliability, comply with law, prevent abuse, and communicate about services. Where applicable, processing relies on performance of a contract, legitimate interests balanced against individual rights, legal obligations, or consent. Consent is requested separately where required, including for covered external AI sharing. Model training is a separate purpose and must meet the specific disclosures and legal requirements in Section 11.

Sharing and recipients. Information may be shared with hosting, infrastructure, analytics, communications, support, billing, security and other vendors as needed for disclosed services, user-authorized connected services, or legal requirements. For enabled cloud AI features, Ezlo may use its own systems and third-party AI models, providers, integrations, and infrastructure, which may change from time to time. With the user’s separate affirmative permission, prompts and relevant home context (which may include device names, rooms, device states and security mode), and camera event images, clips or labels where required by an enabled feature, may be transmitted for the requested AI function. Customer data is not used for AI model training under the current implementation.

AI processing and controls. Some features may run locally on the phone or supported device. With Ezlo AI enabled and separately authorized, questions not answered locally may be sent to the Ezlo cloud AI service (Lens), together with device names, rooms, device states and current security/house mode needed for the request. Camera AI may involve event pictures, clips and labels; supported automation suggestions may use device and event history. Turning off the external-AI option prevents new optional external AI submissions through that control; locally processed functions and non-AI services may remain available. Disabling the feature does not undo previously executed commands or erase information already lawfully processed.

Retention, deletion and security. The current standard retention period for camera storage and AI processing is up to 90 days, subject to the user's plan, earlier deletion, applicable legal requirements, and any different periods or technical exceptions disclosed for a particular service. Other account, billing, security and support data may be retained for different disclosed periods when necessary and lawful. Ezlo maintains reasonable administrative, technical and organizational safeguards and provides applicable access, deletion and other privacy rights.

Individual choices and rights. Depending on location and applicable law, individuals may request access, correction, deletion, portability, restriction, objection or withdrawal of consent, and may have rights to appeal or contact a regulator. Requests may be submitted through the privacy contact method published in Ezlo’s legal or account interface. Ezlo may need to verify identity and may retain information where law permits or requires. Withdrawal of optional AI consent does not invalidate processing lawfully performed before withdrawal. Where required, Ezlo will explain the effect of withdrawal and how to exercise rights.

International transfers, children and updates. Services and providers may operate across jurisdictions; where required, Ezlo will identify transfer destinations and implement applicable safeguards. The Services are not directed to children below the minimum age specified in applicable product notices, and any child-related processing must meet applicable legal requirements. Material changes to this Notice will be communicated as legally required, and any new consent-requiring AI use will not be activated solely because this document was updated.

15B. Specific Consent for Optional Third-Party AI Data Sharing

Separate affirmative consent. Acceptance of this Agreement and permission to share personal information with third-party AI providers for optional cloud AI features are distinct choices. Before sharing personal data with third-party AI services, Ezlo will provide clear disclosures regarding the information shared, the purpose of the sharing, and the third-party recipients, and obtain explicit user permission as required by applicable law and platform rules. Ezlo may change its AI providers, models, and integrations from time to time, subject to applicable disclosure and consent requirements. Users may decline AI sharing without losing unrelated non-AI functionality and may withdraw permission in Settings, preventing future submissions to the provider. Withdrawal does not automatically erase information already processed; applicable deletion rights and retention practices are described in the Privacy Notice. Ezlo records consent choices and related information as described in the Privacy Notice and applicable law. For sensitive actions such as unlocking doors, opening garage doors or disarming security systems, the app will use the confirmations and permissions actually implemented for the feature. AI output is not a substitute for a functioning alarm system, professional monitoring station, emergency services, or independent verification of physical device state. In an emergency, contact the appropriate emergency service directly.

16. Changes to this Agreement

Vera and Ezlo reserve the right to revise this Agreement from time to time to reflect changes in Products, Software, Services, legal requirements, business practices, security requirements, operational needs, or other business reasons. Notice of changes will be provided when required by applicable law or a controlling written agreement, through the Platform, Software, Website, email, account notifications, in-product notices, or other reasonable means. Unless otherwise required by law or a controlling written agreement, no specific advance-notice period is promised. The date of the latest revision will be posted at the top of this Agreement. Your continued use of the Products, Platform, Software, Cloud Services, Subscription Services, or other Services after the effective date of a revised Agreement constitutes your acceptance of the updated contractual terms, to the extent permitted by applicable law, provided that Ezlo has given any notice required by applicable law. Material changes to personal-data processing, including any new third-party AI sharing requiring consent, will be disclosed and will not rely solely on continued use where affirmative consent or other action is legally required. If you do not agree to a revised Agreement, your sole remedy is to discontinue use of the affected Products, Platform, Software, or Services and cancel any applicable Subscription Services. Except as expressly stated in this section, no employee, agent, reseller, distributor, dealer, or other representative of Vera or Ezlo has authority to modify this Agreement.

17. Termination and Suspension

Vera or Ezlo may suspend, restrict, disable, or terminate access to Products, Software, Platform features, Services, Cloud Services, Subscription Services, or accounts for:

• Non-payment
• Fraud
• Abuse
• Security concerns
• Violation of this Agreement
• Violation of applicable law
• Unauthorized access or attempted unauthorized access
• Circumvention of subscription, billing, usage, security, or access controls
• Legal or regulatory requirements
• Protection of the Platform, Services, Vera, Ezlo, third-party providers, or other users

Vera and Ezlo may immediately suspend, restrict, disable, or terminate access to any Product, Platform, Software, Service, Cloud Service, Subscription Service, or account without prior notice where reasonably necessary to protect the security, integrity, availability, lawful operation, or business interests of Vera, Ezlo, their users, or third-party service providers. Upon termination, your right to use the affected Software, Services, Cloud Services, and Subscription Services immediately ceases. Termination does not relieve you of obligations incurred before termination, including payment obligations. For Ezlo Sense, suspension or termination may interrupt data synchronization, notifications, and Workflows and prevent access to dashboard information or settings. You are responsible for reviewing outstanding actions and managing access codes and other permissions directly in the underlying systems when necessary, subject to your available access. Vera and Ezlo do not promise that ending dashboard access will reverse a third-party action or remove data previously transmitted to a Third-Party Service. Sections intended by their nature to survive termination, including ownership, restrictions, privacy, disclaimers, limitations of liability, governing law, and miscellaneous provisions, will survive termination.

You may terminate this Agreement upon written notice to Ezlo. In the event of any termination of this Agreement or your rights hereunder, all provisions of this Agreement except your rights under the grant of license shall survive such termination and you agree to continue to be bound by these terms, including payment of all outstanding fees. Upon termination, you may no longer use the Software.

18. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PRODUCTS, PLATFORM, SOFTWARE, SAAS SERVICES (INCLUDING EZLO SENSE AND EZLO SENSE – PROPERTY), CLOUD SERVICES, SUBSCRIPTION SERVICES, AI SERVICES, VIDEO SERVICES, AUTOMATION SERVICES, AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." VERA AND EZLO DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, RELIABILITY, COMPATIBILITY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. VERA AND EZLO DO NOT WARRANT THAT THE PRODUCTS, SOFTWARE, PLATFORM, OR SERVICES WILL DETECT, PREVENT, OR RESPOND TO ALL EVENTS, SECURITY ISSUES, SAFETY RISKS, DEVICE FAILURES, NETWORK FAILURES, OR EMERGENCIES. YOU USE ALL PRODUCT INFORMATION, AUTOMATIONS, AI OUTPUTS, VIDEO SERVICES, ALERTS, NOTIFICATIONS, AND SERVICES AT YOUR OWN DISCRETION AND RISK. WITHOUT LIMITING THE FOREGOING, EZLO SENSE DOES NOT GUARANTEE REAL-TIME OR COMPLETE DASHBOARD DATA, CONTINUED THIRD-PARTY API ACCESS OR COMPATIBILITY, SUCCESSFUL WORKFLOW EXECUTION, DELIVERY OF ALERTS, OR COMPLETION OR REVERSAL OF DEVICE OR THIRD-PARTY ACTIONS. THESE DISCLAIMERS ARE SUBJECT TO APPLICABLE LAW AND ANY EXPRESS COMMITMENT IN A CONTROLLING SIGNED AGREEMENT.

NO WARRANTIES FOR SAAS SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VERA AND EZLO PROVIDE ALL SOFTWARE-AS-A-SERVICE (SAAS) SERVICES, INCLUDING EZLO SENSE, EZLO SENSE – PROPERTY, HOSTED DASHBOARDS, AI FEATURES, INTEGRATIONS, AND WORKFLOWS, "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. VERA AND EZLO EXPRESSLY DISCLAIM ALL SUCH WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. NO WARRANTY IS MADE REGARDING UPTIME, CONTINUOUS AVAILABILITY, ACCURACY OR COMPLETENESS OF DATA OR AI OUTPUTS, SECURITY, COMPATIBILITY, SUCCESSFUL OR TIMELY EXECUTION OF COMMANDS OR WORKFLOWS, OR UNINTERRUPTED OR ERROR-FREE OPERATION. NO ORAL OR WRITTEN ADVICE, MARKETING STATEMENT, DEMONSTRATION, OR SUPPORT COMMUNICATION CREATES A WARRANTY FOR SAAS SERVICES. ANY HARDWARE WARRANTY DOES NOT EXTEND TO SAAS SERVICES. THIS DISCLAIMER DOES NOT OVERRIDE AN EXPRESS WARRANTY OR SERVICE COMMITMENT IN A SEPARATE WRITTEN AGREEMENT SIGNED BY EZLO OR EXCLUDE ANY WARRANTY OR RIGHT THAT CANNOT LAWFULLY BE EXCLUDED.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VERA, EZLO, THEIR AFFILIATES, LICENSORS, SUPPLIERS, SERVICE PROVIDERS, DISTRIBUTORS, AND DEALERS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR COST OF SUBSTITUTE SERVICES.

THE AGGREGATE LIABILITY OF VERA AND EZLO ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE PRODUCTS, SOFTWARE, PLATFORM, CLOUD SERVICES, SUBSCRIPTION SERVICES, OR OTHER SERVICES SHALL NOT EXCEED THE GREATER OF: (A) FEES PAID BY YOU FOR THE APPLICABLE SERVICES DURING THE PRECEDING TWELVE MONTHS; OR (B) ONE HUNDRED U.S. DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, WARRANTY, STATUTE, OR OTHERWISE, EVEN IF VERA OR EZLO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS OR LIMITATIONS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION ALSO APPLY TO EZLO SENSE DASHBOARD USE, DATA SYNCHRONIZATION, THIRD-PARTY INTEGRATIONS AND APIS, ALERTS, ACCESS-CODE OPERATIONS, AND WORKFLOWS. NOTHING IN THIS AGREEMENT EXCLUDES LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR OVERRIDES AN EXPRESS LIABILITY ALLOCATION IN A CONTROLLING SIGNED AGREEMENT.

20. Export Compliance

You agree to comply with all applicable export and import laws, restrictions, sanctions, and regulations of the United States and any other applicable jurisdiction. You may not export, re-export, import, transfer, or use the Software, Products, Platform, or Services in violation of applicable laws or without required approvals. You may not use the Products, Software, Platform, or Services in any country, region, or by any person, entity, or organization prohibited by applicable export control, sanctions, or similar laws. You are responsible for obtaining any required governmental approvals at your own expense. The Software and related documentation are commercial items and are provided to U.S. Government end users only with the rights granted to all other end users under this Agreement, unless otherwise required by applicable law.

21. Governing Law and Dispute Terms

This Agreement shall be governed by the laws of the State of New Jersey, excluding its conflict of law rules, unless applicable consumer law requires otherwise. You agree that jurisdiction and venue for any claim or dispute arising from or relating to this Agreement, the Products, Software, Platform, or Services shall reside in the federal or state courts located in the State of New Jersey, unless applicable law requires otherwise. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transaction Act, and they are specifically excluded.

YOU, VERA, AND EZLO EACH WAIVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY RIGHT TO A JURY TRIAL FOR ANY CLAIM OR CAUSE OF ACTION ARISING DIRECTLY OR INDIRECTLY OUT OF OR RELATING TO THIS AGREEMENT, THE PRODUCTS, SOFTWARE, PLATFORM, SERVICES, OR THE RELATIONSHIP BETWEEN THE PARTIES.

Arbitration

ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JUDGE OR JURY TRIAL IN A COURT PROCEEDING AND YOUR GROUNDS FOR APPEAL ARE LIMITED.

You agree that any dispute, claim or controversy arising out of this agreement shall be determined by binding arbitration. Before you may begin arbitration with respect to a dispute involving any aspect of this Agreement, you shall notify Ezlo and Vera and any other party to the dispute for the purpose of seeking dispute resolution. The notice to Ezlo and Vera should be addressed to Ezlo Innovation LLC, 200 Broadacres Drive, Second Floor, Bloomfield, New Jersey 07003, USA.

If the dispute is not resolved within sixty (60) days after the initial notice, then a party may proceed in accordance with the following: The laws of New Jersey, USA govern the interpretation, construction, and enforcement of this agreement and all proceedings arising out of it, including tort claims, without regard to any conflicts of law principles. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the International Chamber of Commerce in accordance with its Arbitration Rules if one of the parties is outside the United States or by the American Arbitration Association if both parties are located inside the United States. Venue shall be in Bloomfield, NJ, USA and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The proceeding shall be conducted in English. Either party may appear before the panel by telephone or video conference.

Waiver Of Class Actions And Class Arbitrations

YOU AND EZLO AND VERA AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE IN ANY FORUM WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. NEITHER YOU NOR EZLO WILL SEEK TO HAVE ANY DISPUTE HEARD AS A FEDERAL OR STATE CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. NO ARBITRATION OR PROCEEDING WILL BE COMBINED WITH ANOTHER WITHOUT THE PRIOR WRITTEN CONSENT OF ALL PARTIES TO ALL AFFECTED ARBITRATION OR PROCEEDINGS.

22. Miscellaneous

If any provision of this Agreement is found invalid or unenforceable, that provision shall be enforced to the maximum extent permitted by law and the remaining provisions shall remain in full force and effect. This Agreement, together with any applicable service terms, plan terms, the integrated privacy terms in Section 15, Terms of Use, and other incorporated policies, constitutes the entire agreement between you, Vera, and Ezlo concerning the Products, Software, Platform, and Services and supersedes prior agreements relating to the same subject matter. If an order form, enterprise services agreement, service-level agreement, or data processing agreement signed by you and Ezlo expressly conflicts with this Agreement, that signed agreement controls for its stated subject matter. Disclosed plan terms control the purchased plan’s price, service term, features, and usage limits. Third-party terms govern your relationship with the applicable third-party provider and do not modify Ezlo’s obligations unless Ezlo expressly agrees in writing. No waiver of any provision of this Agreement shall be deemed a continuing waiver or waiver of any other provision. You may not assign or transfer this Agreement or any rights or obligations under it without prior written consent. Vera and Ezlo may assign this Agreement, in whole or in part, to any affiliate, successor, acquirer, or other entity in connection with a merger, acquisition, restructuring, sale of assets, or other business transaction. Neither party shall be liable for delay or failure in performance, except payment obligations, resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemics, labor disputes, internet or telecommunications failures, cyberattacks, governmental actions, power failures, supply chain disruptions, or third-party service failures.

The controlling language of this Agreement is English. Translations may be provided for convenience only. Headings are for convenience only and do not affect interpretation of this Agreement.