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Terms of Service - Dealer Portal - EU

 

Last updated on April 1st, 2021 

This Terms of Service (“Agreement”) is a binding agreement between you (“Dealer” or “Dealer’s”) and Pentair Management Company (for itself and for its affiliates (“Pentair”). This Agreement governs your use of the Dealer Portal (together with any materials and services available therein, and any successor(s) thereto, the “Service”). 

By clicking the “ I HAVE READ THESE TERMS OF SERVICE AND ACCEPT” button or by otherwise indicating your consent, you: (a) accept and agree to be bound by this Agreement, on behalf of yourself and, if applicable, any enterprise, company, corporation, governmental organization or other legal entity on whose behalf you are acting; (b) represent and warrant that you are of sufficient legal age in the jurisdiction in which you reside to use or access the Service and to enter into this Agreement; and (c) do not enter this Agreement acting as consumer in the meaning of the Consumer Rights Directive 2011/83/EU, whereby a consumer means a natural person, who is acting outside the scope of an economic activity (trade, business, craft, liberal profession); (d) have the right, power and authority to enter into this Agreement, including on behalf of any such entity, if applicable. The terms “you”, and “your” will include both you and any such entity, if applicable. 

If you do not agree to the terms of this Agreement, Pentair will not and does not license the Service to you, and you must not download, install, access or use the Service. 

You are consenting to automatic software or firmware updates of portions of the Service or Pentair IoT Devices (later defined) as further described in Section 8 and to the extent local laws allow it. If you do not consent to automatic software updates you should not use the Service. 

Pentair may change this Agreement from time to time by notifying Dealer of such changes in accordance with Section 24. Any such changes will not apply to any dispute between Dealer and Pentair arising prior to the date on which Pentair posted the revised Agreement, or otherwise notified Dealer of such changes in accordance with Section 24. If you do not agree to the new terms, you should remove your content and stop using the Services. Dealer’s use of the Service following any changes to this Agreement will constitute Dealer acceptance of such changes. The “Last Updated” legend above indicates when this Agreement was last changed. Pentair may, at any time and without liability, modify or discontinue all or part of the Service; charge, modify or waive any fees required to use the Service upon notice to Dealer in accordance with Section 24; or offer opportunities to some or all Service users.  

Pentair makes available the Service on the terms and conditions set forth in this Agreement and on the condition that you accept and comply with them.  

  1. Definitions.

  • “Data Protection Laws” means all applicable Laws relating to data protection, the processing of personal data and privacy, including without limitation: (a) the General Data Protection Regulation (EU) 2016/679; (b) the UK Data Protection Act 2018; (c) the ePrivacy Directive 2002/58/EC and the UK Privacy and Electronic Communications (EC Directive) Regulations 2003 and all such national data protection legislation as may be applicable upon Pentair and the Dealer, all as may be amended from time to time; 

  • “IoT Device” means any internet of things connected or connectable device. 

  •  “Third Party” means any person or entity other than Dealer and Pentair, and includes any of Dealer’s subcontractors, independent contractors, affiliates or service providers. 

  • The meaning of other capitalized terms is as defined in this Agreement. 

A provision of law is a reference to that provision as amended or re-enacted. 

  1. License Grant and Scope.  

Subject to Dealer’s strict compliance with all terms and conditions of this Agreement, Pentair hereby grants to Dealer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the Term (as defined below), to use the Service as set forth in this Section 2. This license grants to Dealer the right to: 

  • download, install and use any software made available by Pentair as part of the Service on a mobile device that Dealer owns or controls, in accordance with any applicable documentation, for Dealer’s internal business purposes; and 

  • view one (1) copy of any portion of the Service on any single device for Dealer’s internal business purposes. 

  1. License Restrictions.  

Dealer shall not, directly or indirectly: 

  • use (including make any copies of) the Service beyond the scope of the license granted under Section 2; 

  • use the Service in connection a business which you have sold or otherwise transferred or you have no right to control; 

  • except as expressly enabled within the Service, provide any Third Party with access to or use of the Service; 

  • modify, translate, adapt or otherwise create derivative works, improvements or other modifications, whether or not patentable or copyrightable, of the Service or any part thereof; 

  • reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Service or any part thereof; 

  • remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notice provided on or with the Service, including any copy thereof; 

  • copy the Service, in whole or in part; 

  • rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Service, or any features or functionality of the Service, to any Third Party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud or other technology or service; 

  • use the Service in violation of any national, state, provincial and local laws, rules, regulations, directives, statutes, orders, judgments, decrees, rulings, and enforceable regulatory guidance (“Law”) applicable to Dealer’s use; 

  • use the Service for purposes of competitive analysis of the Service, the development of a competing website or app, product or service, or any other purpose that is to Pentair’s commercial disadvantage; 

  • use the Service in connection with any sale, licensing or making available of Pentair’s competitor’s products, any copycat products or products which Pentair believes, in its sole opinion, infringe, misappropriate or violate Pentair’s intellectual property rights; 

  • allow any content, images, information or any other part of the Service to be made available on any other platform, whether in print or electronic form, to any Third Party, except to the extent that the Service’s functionality specifically allows this action; or 

  • use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Service content, or reproduce or circumvent the navigational structure or presentation of the Service without Pentair’s express prior written consent. 

 

  1. Third-Party Materials/Services.  

Dealer acknowledges and agrees that the Service may include software, products, services, content, data or other materials that are owned by Third Parties (“Third-Party Materials/Services”) and that are made available to Dealer on terms (including licenses and privacy policies) that are in addition to and/or different from those contained in this Agreement (“Third-Party Terms”). Pentair neither controls nor endorses, nor is Pentair responsible for, any Third-Party Materials/Services, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness, or safety of Third-Party Materials/Services, or any intellectual property rights therein. Nothing in this Agreement shall be deemed to be a representation or warranty by Pentair with respect to any Third-Party Materials/Services. Pentair has no obligation to monitor Third-Party Materials/Services, and Pentair may block or disable access to any Third-Party Materials/Services (in whole or in part) through the Service at any time. In addition, the availability of any Third-Party Materials/Services through the Service does not imply Pentair’s endorsement of, or Pentair’s affiliation with, any provider of such Third-Party Materials/Services. 

  • Dealer hereby agrees to be bound by and shall comply with all Third-Party Terms. In particular, Dealer’s use of Google Maps is subject to the then-current Google Maps/Google Earth Additional Terms of Service at https://maps.google.com/help/terms_maps.html and Google Privacy Policy at https://www.google.com/policies/privacy/ . Any breach by Dealer of any Third-Party Terms is also a breach of this Agreement. In the event Third-Party Terms expire or are terminated for any reason, Pentair may immediately terminate the portion of the Service affected, including all rights and licenses to such portion of the Service, without penalty or further obligation to Dealer, upon notice to Dealer in accordance with Section 24. 

  • The Service may be provided together with, or otherwise contain, certain open source software components (“Open Source Components”) under their respective open source license agreements (“Open Source Licenses”) which are acknowledged in the Service or at such other location as designated by Pentair from time to time. Dealer acknowledges and agrees to the terms and conditions in each such Open Source License and to comply with all such terms and conditions. With respect to each Open Source Component, to the extent there are any conflicts between any terms of this Agreement and any terms of the respective Open Source License, such conflicting terms of this Agreement will not apply.  

  • The Service may permit Dealer to initiate the communication, transfer and exchange of certain information or personal data between the Service and certain software, devices or systems owned and operated by Third Parties (“Third-Party Assets”). Pentair does not exercise control over the form or quality of any (personal) data or information generated by or transmitted to the Third-Party Assets, including through APIs. Therefore, Dealer agrees to the following:  

  • Dealer accepts all limitations in the display and use of all data and information imported via Third-Party Assets; 

  • Dealer will be and will remain responsible for the personal data uploaded and imported via Third-Party Asset; and 

  • Pentair may restrict the volume and type of data and information transmitted to and from the Service if Pentair believes that such volume or type of data or information may adversely affect performance of the Service or other equipment or systems. 

  1. Responsibility for Use of Service.  

  • Dealer is responsible and liable for all uses of the Service through access provided by Dealer, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Dealer is responsible and liable for all actions and failures to take action with respect to the Service by any person or entity to whom Dealer may provide access to or use of the Service. Dealer shall keep all login IDs, passwords and other access credentials pertaining to the Service confidential and secure from all unauthorized Third Parties. 

  • The Service may include functionality that allows Dealer to control the machines or equipment associated with the IoT Devices, including to remotely activate certain aspects of the machines or equipment associated with IoT Devices. Pentair and its licensors, service providers, suppliers, subcontractors and distributors are not responsible for any access to or use of such functionality. Any access to or use of such functionality is solely at your own risk. The Service does not prevent performance or maintenance issues with respect to the machines or equipment associated with the IoT Devices. Accordingly, Dealer, and Dealer End Users (as defined below) , remain exclusively responsible for the operation and maintenance of the machines or equipment associated with the IoT Devices. The Service does not provide insurance for the machines or equipment associated with the IoT Devices, is not an insurance product and does not replace regular maintenance of the machines or equipment associated with the IoT Devices. 

  • The Service may collect, transmit and process information and personal data relating to, among other things, IoT Devices and mobile devices and their use and operation, as further detailed in Pentair’s Privacy Notice (See Section 7 below) or the Third Party Terms (as applicable) as such notice and terms may be updated over time (referred to together with “Device Data” as the “Service Information”). “Device Data” means the (personal) data forwarded or otherwise made available to Pentair and/or its subcontractors by or on behalf of Dealer and Dealer’s employees, agents and/or contractors, in connection with their use of the Service, or relating to Dealer’s IoT Devices and mobile devices used with the Service. By accessing or using the Service, Dealer consents to the collection, storing, processing, use, sharing and disclosure of all Service Information, as described in Pentair’s Privacy Notice or the Third Party Terms (as applicable).  

  • Dealer understands and agrees that the Service Information may be transmitted to and processed in countries that have different data protection Laws than in the country in which Dealer is located or where Dealer has Dealer’s principal place of business. Dealer does not assume any obligations with respect to the Service Information, other than as expressly set forth in this Agreement or as required by applicable Law. 

  • Dealer hereby grants to Pentair a non-exclusive, worldwide, perpetual, paid-up, right and license, including the right to grant and authorize sublicenses through multiple levels, to access, use, process, manipulate, modify, compile with other data or works and/or create derivative works of the Service Information: (i) for all of the purposes described in, and in accordance with, Pentair’s Privacy Notice; (ii) to otherwise perform Pentair’s obligations to Dealer and provide analytics, business intelligence, operational intelligence and other services to Dealer; and (iii) to improve Pentair’s products and services and provide analytics, business intelligence, operational intelligence and other services, including for Pentair’s other licensees in accordance with Pentair’s Privacy Notice. 

  • Each Dealer hereby agrees it is solely responsible for complying with all applicable Laws, including: (1) procurements Laws; (2) Laws related to bribery, fraud, corruption, or international trade, such as the UK Bribery Act, articles 246-252 Belgian Criminal Code (public bribery-; articles 504bis and ter Belgian Criminal Code (private bribery)  and any applicable anti-bribery or trade Laws of other countries, as amended; (3) all Laws relating to intellectual property Laws; (4) all EU competition Laws, including art. 101 and 102 TFEU (5) Laws that apply to online conduct, online content, consumer protection, and Laws with respect to Dealer’s use of the Services or other processing of the Service Information, including by obtaining all required consents from all other individuals that have enabled communication or other connectivity with it through the Service (“Dealer End Users”), and with respect to the transfer of (personal) data outside the European Economic Area . Dealer will also cause Dealer’s  End Users to comply with all such Laws.  

  • Each Dealer hereby represents, warrants and covenants to Pentair that: (x)  it has secured and will maintain all rights, and has provided all required notices and obtained all legally required consents, necessary to use and make available the Service Information (including Submissions) forwarded, submitted or otherwise made available by Dealer End Users directly or through devices and equipment hereunder without violating the rights of the Dealer End User or any Third Party, and without otherwise obligating Pentair to Dealer End Users. Each Dealer will notify Pentair immediately upon any Dealer End User revoking any applicable consent or exercising any applicable objection or opt out right with respect to the Dealer’s collection, use, sharing, disclosure and other processing of Service Information in accordance with this Agreement; and (y) it will maintain a current list of all Dealer employees, consultants, or other affiliates who shall have access to the Service as a user under the Dealer account. 

  • With respect to Service Information that a Dealer submits or otherwise makes available to Pentair (“Dealer Data”), each Dealer is solely responsible for Dealer Data, including: (x) the accuracy, integrity, quality, legality, reliability, and appropriateness of Dealer Data; (y) creating and maintaining backups and copies of all Dealer Data, including for use in the event of a disaster or loss of Dealer Data stored in the Service; and (z) adopting procedures to identify and correct errors and omissions in Dealer Data and correcting such errors and omissions. Except as expressly allowed by Pentair, Dealers shall not copy or store Service Information (including Dealer Data) obtained through the Service. Dealers’ rights to Dealer Data shall remain subject to any additional restrictions or terms that apply to Dealer Data under any other agreement Dealer has with Pentair or any Third Party, and Pentair does not make any representations or warranties to Dealers with respect to Dealer Data under this Agreement. 

  • Some features of the Service may require use of various communications systems, such as telematics wireless communications carriers, satellite-based communication systems, internet service providers and other similar systems. Pentair uses various technologies and processes designed to secure communications within Pentair-provided communications systems; however, Dealer recognize that such communication methods have an inherent risk of interception and/or interference and, therefore, may not be secure. Dealer hereby consent to such communications and waive any claims that Dealer may have against Pentair with respect to such communication. Pentair has no responsibility for the availability, quality or performance of communications services or equipment furnished by telecommunication carriers. 

  • Pentair reserves the right to refuse to accept any Service Information (including Dealer Data) that Dealer may provide. Notwithstanding the foregoing, Dealer acknowledge that Pentair has no responsibility for the deletion or failure to store any Service Information. 

(i)   

 

  1. Compliance Measures. 

During the Term, Pentair has the right (but not the obligation) to monitor, analyse and audit Dealer’s use of the Service to verify Dealer’s compliance with this Agreement. 

  1. Privacy Notice – Data Protection.  

Both Dealer and Pentair shall (i) comply with the Data Protection Laws and (ii) not cause the other party to breach any obligation under the Data Protection Laws. Dealer shall notify Pentair without undue delay if it identifies any areas of actual or potential non-compliance with the Data Protection Laws. 

Dealer shall inform Dealer End Users that any request regarding their rights as provided under the Data Protection Laws (e.g. right of access, the right to rectification, the right to erasure, the right to restrict processing, the right to data portability, the right to object and the right not to be subject)  should be submitted directly to Pentair. Without limiting the provisions of Section 5 or any applicable Third Party Terms, Dealer agrees that the Privacy Notice, as published on the website located at [https://www.pentair.com/en/privacy-notice.html], applies to the processing of all personal data under this Agreement. Dealer hereby declares to have read and hereby acknowledges and expressly agrees to the Privacy Notice. Pentair has the right to change the Privacy Policy from time and will communicate any such changes in accordance with section 24.  

  1. Maintenance and Support.  

  • “Update” means any applicable update, patch, bug or error correction, or other modification of the Service or Pentair IoT Device or any component thereof, through a medium that Pentair may choose in its sole discretion. “Upgrade” means any minor enhancement to functionality or other minor modification to the Service that is not an Update. Pentair may develop Updates or Upgrades. These may be automatically installed without additional notices or consents. Dealer hereby consent to automatic Updates or Upgrades. If Dealer does not consent to automatic Updates or Upgrades, Dealer agrees not to use the Service and you should cease using the Service and Pentair IoT Device and terminate your account for the Service.  

  • Dealer acknowledges and agrees that Pentair is not required to offer or make available any maintenance, support, repair, Updates or Upgrades, or assistance with respect to the Service. If, however, Pentair makes any Update or Upgrade to the Service generally publicly available to its licensees, other than on a customized basis, then Pentair may, but is not obligated to, provide Dealer with the same Update or Upgrade at no additional cost. Dealer acknowledges and agrees that you may be required to install Updates for proper functioning of the Service or the Pentair IoT Device and you will install any such required Updates promptly. 

  • For clarity, any such Update or Upgrade made available to Dealer hereunder will be deemed to be included within the Service and subject to the terms and conditions of this Agreement. To the extent not prohibited by applicable Laws, Pentair may remotely access and program the IoT Devices, including telematics devices installed on IoT Devices, for any purpose, including by way of example, (i) to install updates and upgrades to software, firmware, or operating systems (for example, to enhance safety, security or maintain proper operation of IoT Devices); or (ii) to introduce new features, and/or change the type and frequency of data transmitted through devices (for example, to conduct remote troubleshooting and/or provide increased customer value).   Pentair cannot guarantee that user preferences and configuration settings that have been established by Dealer will be preserved following an update to IoT Devices, whether performed remotely or otherwise. Except to the extent prohibited by applicable Laws, Pentair may perform such activities without notifying Dealer. 

  1. Intellectual Property Rights.  

Dealer acknowledges and agrees that the Service is provided under license, and not sold, to Dealer, and as between Dealer and Pentair, all intellectual property rights in the Service including, without limitation, copyrights, patents, and trademarks are owned by Pentair. Dealer does not acquire any ownership interest in the Service under this Agreement, or any other rights thereto other than to use the same in accordance with the license granted, and subject to all terms, conditions and restrictions, under this Agreement. Pentair reserves and shall retain its entire right, title and interest in and to the Service and all copyrights, patents, trademarks and other intellectual property rights arising out of or relating to the Service (including the “look and feel” and structure, sequence and organization of the Service), except as expressly granted to Dealer in this Agreement. Dealer shall safeguard the Service (including all copies thereof) from infringement, misappropriation, theft, misuse or unauthorized access. Dealer shall promptly notify Pentair if Dealer become aware of any infringement of Pentair’s intellectual property rights in the Service, and fully cooperate with Pentair, at Pentair’s sole expense, in any legal action taken by Pentair to enforce its intellectual property rights.  

 

  1. Trademark and Copyrighted Materials. 

Pentair hereby grants to Dealer a non-transferable, non-sublicensable, royalty-free, revocable, limited license to use the trademarks, trade names, service marks, slogans, labels, logos and other trade identifying symbols of Pentair, whether or not registered with local, state, provincial or federal authorities, (the “Pentair Marks”) for the sole purpose of marketing and selling those Products and services in the geographic region(s) set forth in its agreement(s) with Pentair. Dealer will not make any other use of Pentair Marks. Dealer’s use of Pentair Marks will be in full compliance with Pentair’s then-current Partner Brand Guide posted on or linked to www.pentair.com, which Pentair periodically may modify. The contents of the then-current Partner Brand Guide are incorporated into this paragraph by reference. 

  • Dealer will cooperate with Pentair in facilitating Pentair’s control over the nature and quality of Dealer’s use of Pentair Marks.  Dealer will promptly report any infringement of, and will assist Pentair in protecting Pentair’s rights in and to, Pentair Marks and the related Products and services, and will not take (or omit to take) any action that diminishes or injures Pentair’s intellectual property rights or its position in any suit or claim concerning such rights. 

  • Dealer may request from Pentair any advertising, display and promotional materials that Pentair uses and generally makes available to other sales representatives, subject to the reasonable availability of such materials.  Dealer will use only such materials that comply with Pentair’s then-current trademark and marketing standards, which Pentair periodically may modify.  If Dealer desire to use any marketing materials that Pentair has not supplied or previously approved, Dealer must submit such materials to Pentair for review prior to use.   

  • Dealer shall not use or permit to be used by any person any Pentair Mark without Pentair's prior written consent.  Dealer shall not make any copies of Pentair's copyrighted material including, but not limited to, any printed matter concerning any Product, without Pentair's prior written consent.   Dealer shall display, without alteration, on the Product, those Pentair Marks and/or such other trademarks and trade names affixed thereto or designated by Pentair.  Dealer shall not use any additional trademarks or trade names other than its name, trademark, or logo on or in connection with Products unless permission is granted in writing by Pentair. 

  • Dealer will not use as part of Dealer’s trade name or entity name the word “Pentair”, any Pentair Mark, or any confusingly similar trademark.  Further, Dealer will not register or use in any website address or URL, a Pentair Mark or any confusingly similar trademark.  In the event that Dealer do register a website address or URL with a Pentair Mark, Dealer hereby assign such site address or URL to Pentair.  

  • The term of the license granted to Dealer above shall be coterminous with the term of the Dealer’s agreement with Pentair, unless sooner terminated by Pentair upon thirty (30) days prior written notice to Dealer.  

  1. Submissions. 

  • The Service may include functionality that enables Dealer to make available materials (each, a “Submission”) through or in connection with the Service, such as message boards and other forums, and chatting, commenting and other messaging functionality. Pentair has no control over and is not responsible for any use or misuse (including any distribution) by any Third Party of any Submission. IF YOU MAKE ANY PERSONALLY IDENTIFIABLE OR OTHER INFORMATION PUBLICLY AVAILABLE THROUGH THE SERVICE, IT IS SOLELY AT YOUR OWN RISK. 

  • For each Submission, Dealer hereby grants to Pentair a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to Dealer or any Third Party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit such Submission, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials). Dealer grant us the right to edit, copy, display, publish and distribute any Submission. 

  • In addition, if Dealer provides Pentair any ideas, proposals, suggestions or other materials (“Feedback”), whether related to the Service or otherwise, such Feedback will be deemed a Submission, and Dealer hereby acknowledges and agrees that such Feedback is not confidential, that the provision of such Feedback is gratuitous, unsolicited and without restriction, does not place Pentair under any fiduciary or other obligation, and Pentair may use such Feedback for any purpose whatsoever. 

  • Dealer represents and warrants that Dealer has all rights necessary to grant the licenses granted in this Section 11, and that no Submission is incomplete or inaccurate, or fraudulent, tortious or otherwise in violation of any applicable Law (including Data Protection Laws) or any right of any Third Party. 

  1. Term and Termination. 

  • This Agreement and the license granted hereunder shall remain in effect until terminated as set forth in this Agreement (the “Term”). In addition to the foregoing, Pentair may terminate or suspend Dealer’s access to or use of the Service, in whole or in part, immediately, without judicial intervention, without notice to Dealer, if Pentair determines that: (a) it is reasonably necessary to prevent unauthorized access to Service Information; (b) Dealer fail to abide by any terms of this Agreement, or (c) Dealer’s use of the Service (i) poses a security risk to the Service or any Third Party, (ii) may adversely impact the Service or the systems of Pentair or any Third Party, (iii) may subject Pentair or any Third Party to liability, or (iv) may be prohibited by applicable Laws. Pentair also may cease making the Service with short notice, if Pentair determines that market demand no longer warrants continuing to make available the Service, or immediately, in order to comply with any applicable Laws. In addition, Pentair may restrict the Service’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction, if Pentair reasonably determines that continuing to make the Service available is no longer warranted for legal or regulatory reasons. Upon any such termination or suspension by Pentair, Dealer’s right to use the Service will immediately cease, and Pentair may, without liability to Dealer or any Third Party, immediately deactivate or delete Dealer’s username, password and account and all associated materials, without any obligation to provide any further access to such materials. If Dealer no longer desire to use the Service, Dealer may discontinue Dealer’s use and delete the Service from Dealer’s devices. 

  • If you sell or otherwise transfer an IoT Device to a new owner or you otherwise no longer have the right to control or monitor an IoT Device with the Service, your right to use the Service with respect to that IoT Device automatically terminates and you agree to immediately remove the IoT Device from your account on the Service. The new owner will have no right to use the IoT Device or Service under your account and will need to register for a separate account and accept this Agreement. 

  • Upon termination of this Agreement, the license granted hereunder shall also terminate, and Dealer shall cease using and shall destroy all copies of materials within the Service that are in Dealer’s possession or control. 

  1. Warranty Disclaimer.  

THE SERVICE AND ANY THIRD-PARTY MATERIALS/SERVICES (WHICH MAY INCLUDE SUBMISSIONS) ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND DEFECTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, PENTAIR EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICE, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PENTAIR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND, THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER APPLICATION, SYSTEM, DEVICE OR SERVICE, PROCESS OR COMPILE DATA ACCURATELY OR COMPLETELY, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. NOTWITHSTANDING YOUR ACCESS TO AND USE OF THE SERVICE AND REGARDLESS OF ANY INFORMATION PROVIDED THROUGH THE SERVICE (WHETHER ACCURATE OR INACCURATE), INCLUDING WITH RESPECT TO THE OPERATION, MAINTENANCE OR PERFORMANCE STATUS OF PRODUCTS AND SERVICES USED IN CONNECTION WITH THE SERVICE, YOU ARE SOLELY RESPONSIBLE FOR, AND ASSUME ALL RISK RELATED TO THE PROPER OPERATION, SUPPORT AND MAINTENANCE OF PRODUCTS AND SERVICES USED IN CONNECTION WITH THE SERVICE. THE EXCLUSION OF CERTAIN WARRANTIES IS PROHIBITED IN SOME JURISDICTIONS, IN WHICH CASE SOME OF THESE EXCLUSIONS MAY NOT APPLY TO YOU. 

 

  1. Limitation of Liability.  

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PENTAIR HAVE ANY LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT AND/OR YOUR USE OF OR INABILITY TO USE THE SERVICE (OR ARISING FROM OR RELATED TO ANY PRODUCT OR COMPONENT WITH WHICH THE SERVICE CONNECTS), FOR BODILY INJURY, PROPERTY DAMAGE (INCLUDING DAMAGE TO EQUIPMENT), FOR INDIRECT DAMAGES OR CONSEQUANTIAL DAMAGES INCLUDING BUT NOT LIMITED TO LOST PROFITS, COST OF SUBSTITUTE SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION. 

IN NO EVENT SHALL PENTAIR’S MAXIMUM AGGREGATE LIABILITY HEREUNDER EXCEED EUR [100]. PENTAIR’S LIMITATION OF LIABILITY IS CUMULATIVE, AND THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE OR EXTEND SUCH LIMIT. 

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES OR LIABILITY ARISE OUT OF A CONTRACTUAL OR EXTRA-CONTRACTUAL BREACH , AND REGARDLESS OF WHETHER SUCH DAMAGES OR LIABILITY WERE FORESEEABLE OR PENTAIR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITY. Indemnification.  

 

  1. Indemnification.  

Dealer agrees to indemnify, defend and hold harmless Pentair, its subsidiaries and other affiliates, and its and their directors, officers, employees, licensors, suppliers and agents (“Indemnitees”), from and against any claim, demand or cause of action brought by any Third Party arising out of or related to: (a) access to or use of the Service by Dealer or by any other person or entity to whom Dealer may provide access to or use of the Service including personal injury or damage to equipment or other property; (b) any Service Information (including Device Data) and/or any other data made available to Dealer or by Dealer or any such other person or entity; (c) any Submission; (d) Dealer’s breach of this Agreement, including the warranties and representations provided herein; (e) Dealer’s negligence or willful misconduct; or (f) Dealer’s infringement, misappropriation or violation of any proprietary or other right of any Third Party. 

 

  1. Export Regulation. 

Dealer shall not, directly or indirectly, export, re-export or release the Service to, or make the Service accessible from, any jurisdiction or country outside the EU or any jurisdiction or country to which export, re-export or release is prohibited by Law. Dealer shall comply with all applicable Laws, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Service available outside the EU. Dealer represents and warrants that Dealer is not: (a) located in any country that is subject to a US, EU or UN t embargo, or that has been designated as a “terrorist supporting” country; or (b) listed on the EU Sanctions Map. 

  1. Telematics Devices. 

Transmission of information using a telematics device (including cellular, satellite, local area networks and other similar systems) may be subject to legal requirements (including with respect to radio frequency use authorization) that may vary from location to location. Dealer agrees to comply with all legal requirements relating to transmission of information using telematics devices, including limiting use of any such device to those locations where all legal requirements for the use of the device and related communications networks have been satisfied. Except to the extent prohibited by applicable Laws, Pentair disclaims all liability related to any failure to comply with any legal requirements relating to transmission of information using telematics devices. If Pentair discovers any such non-compliance, Pentair may discontinue the transmission of information from that device. 

 

 

  1. Confidentiality.  

Except as expressly provided in this Agreement or if required by law or court order, all information about Pentair’s business, including but not limited to information relating to its computer programs or processes, customers, object code or source code, products, prices, employees, sales, marketing, or financial matters disclosed to Dealer in the course of using the Service is confidential and/or proprietary information of Pentair, and, may not be disclosed by Dealer or Dealer’s employees, consultants or contractors to any Third Party. Further, no such information may be used by Dealer or Dealer’s employees, consultants or contractors for their own benefit or for the benefit of any Third Party, unless expressly authorized in this Agreement, or for any purpose other than to use the Service. 

 If it appears that Dealer or Dealer’s employees, consultants or contractors have breached the provisions of this Section (or have threatened to breach those provisions), Pentair shall be entitled to apply to any court of competent jurisdiction for temporary or permanent injunctive relief restraining Dealer and Dealer’s employees, consultants and contractors from further breaches, and from providing services to any Third Party to whom Pentair’s confidential and/or proprietary information has been or may be disclosed. Pentair shall in addition be entitled to pursue any other available remedies, including any claim for damages. The provisions of this Section shall apply during the term of this Agreement and remain in full force and effect until (5) five years after termination of this Agreement. 

  1. Severability.  

If any provision of this Agreement is illegal or unenforceable under applicable Law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term, and all other provisions of this Agreement will continue in full force and effect. 

 

  1. Governing Law. 

This Agreement is governed by and construed in accordance with Belgian law, without regard to its principles of conflicts of Law that would cause the application of the Laws of any other jurisdiction, and regardless of Dealer’s location.  

 

  1. Jurisdiction.  

To the fullest extent permitted by applicable Laws, any legal suit, action or proceeding arising out of or related to this Agreement or the Service shall be settled exclusively by the courts of Brussels, Belgium.  

 

  1. Waiver. 

No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.  

 

  1. Construction. 

Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular will have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement will be construed as if followed by the phrase “without limitation”. 

 

  1. Notices. 

Dealer agrees that Pentair may contact Dealer by any reasonable means, including via the contact information Dealer has provided in the Service account, by e-mail or the user interface for the Service, to provide Dealer with information and notices relating to the Service or to this Agreement  

Notices to Pentair will be delivered by registered mail , return receipt requested, or e-mail to the following address: Av. de Sévelin 20, 1004 Lausanne, Switzerland , Attention: Marketing Directoror to the following e-mail address: Laurent.Droulez@PENTAIR.COM Unless otherwise provided by applicable Laws, notices are effective (a) when delivered personally, (b) seven (7) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, (c) two (2) business days after deposit with a private industry express courier, with written confirmation of receipt, (d) for email or other electronic transmission to Dealer, when sent, or (e) if posted in the user interface for the Service for Dealer, when posted. Dealer is responsible for ensuring that the email address and contact information in Dealer’s account is accurate and current.  

 

  1. Assignment.  

Dealer may not assign this Agreement, or any of Dealer’s rights or obligations under this Agreement, without the prior written consent of an authorized representative of Pentair. Pentair may assign this Agreement and any of Pentair’s rights or obligations under this Agreement, in whole or in part, without consent. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns. 

 

  1. Third Party Beneficiaries.  

This Agreement is intended for the sole and exclusive benefit of the parties and is not intended to benefit any Third Party unless expressly provided otherwise herein. Only the parties to this Agreement may enforce it. 

  1. Survival.  

The provisions of Sections 1 (“Definitions”), 5 (“Responsibility for Use of Service”), 9 (“Intellectual Property Rights”), 11 (“Submissions”), 12(“Termination”), 13 (“Warranty Disclaimer”), 14 (“Limitation of Liability”), 15 (“Indemnification”), 18 (“Confidentiality”), 20 (“Governing Law”), 21, (“Jurisdiction”), this Section 27 (“Survival”), and any other Section, exhibit, addenda or attachment that, by its nature, is intended to survive termination, shall survive any expiration or termination of this Agreement. 

  1. Information or Complaints.  

If Dealer has a question or complaint regarding the Service, please contact Pentair at the address listed in Section 24. Please note that e-mails may not be secure, so Dealer should not include any sensitive information or special categories of personal data in any e-mail. 

  1. Apple-Specific Terms.  

In addition to Dealer’s agreement with the foregoing terms and conditions, and notwithstanding anything to the contrary herein, the following provisions apply with respect to Dealer’s use of any version of a mobile app included in the Service that is compatible with the iOS operating system of Apple Inc. (“Apple”, and any such app, the “iOS App”). Apple is not a party to this Agreement and does not own and is not responsible for the iOS App. Apple is not providing any warranty for the iOS App except, if applicable, to refund the purchase price for it. Apple is not responsible for maintenance or other support services for the iOS App and shall not be responsible for any other claims, losses, liabilities, damages, costs or expenses with respect to the iOS App, including any third-party product liability claims, claims that the iOS App fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement. Any inquiries or complaints relating to the use of the iOS App, including those pertaining to intellectual property rights, must be directed to Pentair in accordance with the “Information or Complaints” section above. The license Dealer has been granted herein is limited to a non-transferable license to use the iOS App on an Apple-branded product that runs Apple’s iOS operating system and is owned or controlled by Dealer, or as otherwise permitted by the Usage Rules set forth in Apple’s App Store Terms of Service, except that the iOS App may also be accessed and used by other accounts associated with Dealer via Apple’s Family Sharing or volume purchasing programs. In addition, Dealer must comply with the terms of any third-party agreement applicable to Dealer when using the iOS App, such as Dealer’s wireless data service agreement. Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement and, upon Dealer’s acceptance of the terms and conditions of this Agreement, will have the right (and will be deemed to have accepted the right) to enforce this Agreement against Dealer as a third-party beneficiary thereof; notwithstanding the foregoing, Pentair’s right to enter into, rescind or terminate any variation, waiver or settlement under this Agreement is not subject to the consent of any Third Party. 

 

  1. Electronic Signature and Disclosure Consent Notice.  

In accordance with the eIDAS Regulation No 910/2014, Dealer agrees to the use of electronic signatures and digital documents and records in connection with this Agreement and all future documents and records in connection with the iOS App—including this electronic signature and Disclosure Consent Notice and that this use satisfies any requirement that Pentair provides Dealer these documents and their content in writing. [Dealer has the right to receive a paper copy of all documents and records. Dealer may (a) obtain a paper copy of any document or record (free of charge), (b) withdraw Dealer’s consent to the use of electronic / digital documents and records, or (c)] update Dealer’s contact information through your iOS App account.  

  1. Entire Agreement.  

This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter addressed herein and supersedes any and all prior or contemporaneous oral or written communications with respect to the subject matter hereof, all of which are merged herein. 

 

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