ICENTRALTM ACCOUNT REGISTRATION & WIRELESS SERVICE AGREEMENT
This is an agreement for iCentral Account Registration & Wireless Service (“Agreement”) between Rain Master® Control Systems, a subsidiary of The Toro Company’s Irrigation Division (herein called “Company”) and the Subscriber to provide internet-based technology (i.e., through Company’s website at www.icentralirrigation.com) using two-way wireless communications with Company’s RME EagleTM or EagleTM Plus controller (herein called “Service”). The term “Controller” means the wireless receiving and transmitting equipment (including the iCentral communications card, the Company’s irrigation controller and the antenna), which the Company has authorized to be programmed with the Service. In activating the Service, the Subscriber hereby represents that he/she/it has read, agreed with, accepted, and consented to all of the terms and conditions contained in this Agreement.
The Service available under this Agreement is for use within the continental United States only. Company’s Service is not available to minors (i.e., persons under the age of 18) or to temporarily or indefinitely suspended Subscribers. If Subscriber is registering as a business entity, Subscriber represents that he/she has the authority to bind the entity to this Agreement.
In consideration of Subscriber’s use of the Service, Subscriber agrees to: (a) provide accurate, current and complete information about themselves as prompted by the Service registration form ("Registration Data"), and (b) promptly notify Company and update the Registration Data to maintain it as accurate, current and complete. If Subscriber provides any information that is untrue, inaccurate, not current or incomplete, or Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Company has the right to suspend or terminate Subscriber’s iCentral account and terminate and refuse any and all current or future use of the Service (or any portion thereof). Subscriber agrees to pay all applicable fees and charges associated with the Service as defined in the iCentral Service Plan.
In completing the Service registration process for iCentral account activation, the Subscriber will provide a personalized username and password. Subscriber is solely responsible for maintaining the confidentiality of the password and username, and is fully responsible for all activities that occur under their password or account. Subscriber agrees to (a) immediately notify Company at iCentral.Support@Rainmaster.com of any unauthorized use of their password or account or any other breach of security, and (b) ensure that Subscriber exits from their iCentral account at the end of each session. While Wireless IP uses encryption technology, and the law generally prohibits third parties from monitoring transmissions, Company cannot and does not guarantee security with respect to the Service.
Subscriber’s Service term and chosen rate plan are separately described in Company’s iCentral Service Plan. All Controllers shall have an individual iCentral Service Plan.
At time of iCentral account registration, Subscriber will provide to Company his/her/its name, address, credit or charge card numbers and expiration dates or other Service payment information. All information provided by Subscriber must be accurate, and Subscriber is responsible for keeping such information up-to-date and must provide changes promptly by either updating their information on the website or via email to iCentral.Billing@Rainmaster.com. Company will charge Subscriber the appropriate fees as outlined in the iCentral Service Plan Document. iCentral Account Registration charges will be billed at the time of setup/registration. All Service charges will be billed at the end of the month on a monthly basis. All payments are due and payable when invoiced.
SUBSCRIBER WILL SELECT A MONTHLY RATE PLAN FROM THE SERVICE PLAN FOR EACH CONTROLLER. SUBSCRIBER AGREES TO PURCHASE SERVICE ON THAT PLAN ON A MONTH TO MONTH BASIS. This Agreement will continue from month to month until terminated by either party upon 30 days written notice. Subscriber will be in default if any of the following occurs: a) Subscriber fails to pay any amount owed to Company within 15 days after the Invoice date; b) Subscriber has made a misrepresentation to Company; c) Subscriber fails to perform any of the terms and conditions in this Agreement; or d) Subscriber is subject to any proceeding under the Bankruptcy Act or similar laws. As a result, Company may suspend or restrict Service and/or immediately terminate this Agreement, in addition to all other remedies available to Company. Company is entitled to reactivation charges to renew Service after termination or suspension of same. Upon termination of Service, Subscriber is responsible for paying all amounts and charges owing under this Agreement, including any applicable cancellation fee. Subscriber agrees to pay all costs including attorney fees, collection costs, and court costs Company incurs in enforcing this Agreement. Subscriber is responsible for paying all charges to their iCentral account for Service and Controller(s), including but not limited to Account Setup, Controller Activation, monthly service fees, and any applicable service fees imposed as a result of use of the Service, unless Company’s iCentral Service Plan provides otherwise. Subscriber will be charged for data transmitted to and from Subscriber’s Controller(s), even if Subscriber’s connection is dropped, or the data is not actually received. SUBSCRIBER MAY TERMINATE THIS AGREEMENT WITHIN 15 DAYS AFTER SUBSCRIBER’S ACTIVATION DATE, SUBJECT TO ANY APPLICABLE SERVICE FEES. IF SUBSCRIBER TERMINATES AFTER THE 15 DAY PERIOD AND, OR COMPANY TERMINATES SERVICE FOLLOWING SUBSCRIBER’S DEFAULT, OR SUBSCRIBER IS IN BREACH OF THIS AGREEMENT, SUBSCRIBER AGREES TO PAY COMPANY ALL AMOUNTS OWED.
Subscriber may request suspension of service to any controller at any time. Subscriber will be responsible for payment of completion of the current monthly billing cycle as well as any outstanding invoices. Controllers may be suspended for a maximum of 12 months. After 12 months of inactivity all data associated with the suspended Controller will be deleted from the iCentral account. If after 12 months Subscriber does not have at least one Controller with an iCentral Service Plan, Subscriber’s iCentral account will be terminated.
Subscriber shall be allowed to select a different iCentral Service Plan at any time. A processing fee will apply for each service plan change. The new service plan shall become effective within one business day.
Service is available to Subscriber when Subscriber’s Controller is within the operating range of Company’s Wireless Service Network, including via Company’s interconnection with other wireless providers. Wireless Service is subject to transmission limitation or interruption, and interruptions resulting from any nonpayment of charges by Subscriber. Company is not responsible for any interruption of service caused by Subscriber’s Internet Service Provider or other network related interruptions.
THIS SERVICE IS TO BE USED FOR THE REMOTE CONTROL AND MONITORING OF COMPANY’S CONTROLLER(S) ONLY. Subscriber agrees not to use the Service for any unlawful or abusive purpose or in any way, which damages Company’s property or interferes with or disrupts Company’s system or other users. Subscriber will not use the Service to transmit any communication, which would violate any law, court order or regulation, or would likely be offensive. Subscriber will comply with all laws when using the Service. Resale of Service is prohibited without prior contract arrangements with Company and any required regulatory approvals. Subscriber is responsible for all content Subscriber transmits when using the Service and for ensuring that Subscriber Controller(s) is compatible with the Service and meets federal standards. Subscriber’s Controller may contain pre-installed software necessary for Subscriber to obtain Service. By using the Service, Subscriber agrees to abide by the terms and conditions of any applicable software license.
Subscriber may not dismantle, modify or alter the Controller in any way. Subscriber shall not alter modify, program, copy, delete or remove any software or firmware within the Controller. Subscriber shall not attempt to use any telecommunications Controller other than the specified Controller or change the Controller’s serial or other identifying numbers. If Subscriber’s Controller is stolen or Service is fraudulently used, Subscriber must immediately notify Company. Company has the right to interrupt or restrict Service to Subscriber and Subscriber’s Controller, without notice to Subscriber, if Company suspects fraudulent or abusive activity. Subscriber agrees to cooperate with Company in any fraud investigation and to use any fraud prevention measures Company prescribes. Failure to cooperate will result in Subscriber’s liability for all fraudulent usage.
Subscriber, or any person designated by Subscriber in writing to have such authority, may request approval to add Controller to this Agreement by providing Company with an iCentral Service request online using Subscriber’s iCentral account at www.icentralirrigation.com.
Company reserves the right to modify or discontinue, temporarily or permanently, at any time and from time to time, the Service (or any function or feature of the Service or any part thereof) with or without notice. Subscriber agrees that Company will not be liable to Subscriber or to any third party for any such modification, suspension or discontinuance of the Service. Company will provide free technical support (via telephone or e-mail) for Controllers that have an active service plan.
SUBSCRIBER EXPRESSLY UNDERSTANDS AND AGREES THAT:
o SUBSCRIBER’S USE OF THE SERVICE IS AT SUBSCRIBER’S SOLE RISK. THE SERVICE IS PROVIDED TO SUBSCRIBER ON AN “AS IS” BASIS AND “AS AVAILABLE” BASIS. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
o COMPANY MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET SUBSCRIBER’S REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, AND (iv) ANY ERRORS IN THE SERVICE WILL BE CORRECTED.
o ANY DATA SENT FROM THE WEBSITE TO ANY CONTROLLER DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT SUBSCRIBER’S OWN DISCRETION AND RISK AND SUBSCRIBER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES AS A RESULT OF OPERATION.
o NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY SUBSCRIBER FROM COMPANY OR THROUGH OR FROM THE USE OF THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
SUBSCRIBER EXPRESSLY UNDERSTANDS AND AGREES THAT:
o COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR BUSINESS INTERRUPTION AND THE LIKE, LOSS OF PROFITS, BUSINESS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE, AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE).
o COMPANY’S TOTAL LIABILITY TO SUBSCRIBER FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE GREATER OF $50 OR THE AMOUNT PAID FOR SUBSCRIBER FOR ONE MONTH’S ACCESS TO THE SERVICE.
o SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL AND CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF THIS PARAGRAPH AND PARAGRAPH 3 MAY NOT APPLY TO SUBSCRIBER.
o WARRANTY DISCLAIMER. SUBSCRIBER EXPRESSLY UNDERSTANDS AND AGREES THAT: (a) SUBSCRIBER’S USE OF THE SERVICE IS AT SUBSCRIBER’S SOLE RISK. THE SERVICE IS PROVIDED TO SUBSCRIBER ON AN “AS IS” BASIS AND “AS AVAILABLE” BASIS. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. (b) COMPANY MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET SUBSCRIBER’S REQUIREMENTS.
Any notice, demand or request required or permitted to be given or made hereunder shall be in writing and shall be deemed given or made when personally delivered, faxed, or five (5) days after sent by certified or registered mail, return receipt requested, to the following address or such other address of which the notifying party has been notified:
Mail or Fax to:
Rain Master™
iCentral Service Dept.
5825 Jasmine Street
Riverside, CA 92504
Fax: (951) 785-3678
The Paragraph titles, captions and headings in this Agreement are for convenience only and shall not be deemed part of this Agreement or in any way intended to define, limit, extend or define the scope or intent of any provisions hereof.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. Neither party hereto shall assign its rights or delegate its obligations hereunder by operation of law or otherwise without the other party’s express written consent. In particular, a Subscriber’s iCentral account (including feedback) and Username may not be transferred or sold to any other party.
All representations, warranties, covenants and agreements of the parties contained in this Agreement, or in any instrument or other writing provided for herein, shall survive the execution and delivery of this Agreement.
This Agreement shall be interpreted and construed under the laws of the State of California. The exclusive venue for any litigation based upon, resulting from, arising out of, or pertaining to this Agreement or the breach thereof, shall be in the state courts of California. Subscriber agrees that the summons and complaint or any other legal process for any litigation may be served by mailing or faxing to the address provided by Subscriber as part of the Registration Data, and that such service shall be deemed to be complete on the date such process is so mailed and to have the same force and effect as personal service within the State of California.
This Agreement and the iCentral Service Plan constitute the entire agreement among the parties pertaining to the subject matter hereof and supersede all prior agreements and understandings pertaining thereto. No covenant, representation or condition not expressed in this Agreement or in the iCentral Service Plan shall affect or be deemed to interpret, change or restrict the provisions hereof.
In the event that any condition, covenant or other provisions herein contained may be held invalid, void or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall in no way affect any other covenant, condition or provision of this Agreement. If such condition, covenant or other provision shall be deemed invalid due to its scope or breadth, such provision shall be deemed reformed and valid to the extent of the scope or breadth permitted by law.
During the term of this Agreement (and thereafter as provided herein) the parties shall each use their respective best efforts to take all steps which are necessary or reasonable to safeguard the secrecy and confidentiality of all Confidential Information, which includes but is not limited to trade secrets, financial condition, business plans, Subscriber identities, technical information, proprietary information, processes, copyrights and know-how and other tangible or intangible property related thereto, and shall not disclose any of the foregoing to any third party without the prior written consent of the other party.
If any legal action based upon, resulting from, arising out of, or pertaining to this Agreement, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees from the other party.
The Company’s trademarks, trade names, service marks, or logos owned, controlled, or licensed by Company, and all right, title, and interest therein are and shall remain the exclusive property of Company and Subscriber shall acquire no proprietary rights to the Company’s intellectual property by virtue of this Agreement.
Rev.C-
03/07/19