The App provides users with certain Services free of charge (“Free Services”). The current Free Services are listed in Annex 3 to these Terms, as may be updated by Philips Lighting from time to time without notice. In addition, the App provides professionals with certain additional services, information and feature sets (“Premium Services”) which are currently offered to you, free of charge, for a limited period only. Philips Lighting explicitly reserves the right to amend or change these additional services, or to treat them as Payable Upgrades (defined below). All Services are more fully set out in the Documentation.
Access Rights and Use Requirements
In the App, different user profiles with associated access rights and capabilities are available. These user profiles control the access level with regard to, inter alia, data, light control schedules and manual overrides, as more fully set out in Annex 1 to these Terms and in the Documentation (“Access Rights and Use Requirements”), all as may be updated from time to time by Philips Lighting without notice.
Protection of personal data of our users is important to Philips Lighting. Please read our Privacy Statement that is available on http://www.lighting.philips.com/main/privacy/legal-information carefully. This Privacy Statement may change from time to time, so you are recommended to review it with regularity and care.
Data Processing terms
Access to the App and use of the Services by Customer and Service Provider (both as defined in Annex 2) will be subject to data processing terms as set out in Annex 2 to these Terms.
You explicitly acknowledge and agree that Philips Lighting may collect information and data generated from the Interact Pro System and your use of the App, and the Services (“Usage Data”). Philips Lighting is entitled to use the Usage Data, free of charge, at any time during your use of the Services and afterwards, in its sole discretion for any purposes, including but not limited to, to aggregate or compile Usage Data with other data, create intellectual property rights or derivative works of or modify or adapt Usage Data to provide, maintain and improve products and services, and to develop new products or features or services. Philips Lighting shall ensure that the use of Usage Data beyond providing the Services and access to the App will exclude any personal data.
The proper functionality of the Services requires that it be used only with Interact Pro Systems from Philips Lighting as indicated in the Documentation, and in compliance with the relevant operating instructions and other Documentation, and for no other use than the Services.
You acknowledge that the availability of the Services is subject to the availability and correct functioning of third party product, components (including accessories, cables, cable trays, etc.) and/or services, including switches, data, connectivity and communication services. These are outside of the control of Philips Lighting, and Philips Lighting will have no responsibility or liability in this respect for such third-party products, components or services.
Account and (de)activation
Accessing and using the App requires to be registered as a user with an account (“Account”).
Philips Lighting reserves the right to limit the number of Accounts that can be created from a location and device, and the number of devices that can be associated with an Account. We may at any time and at our own discretion, suspend and/or block access to App for security or other justified reasons.
You shall be responsible for maintaining the confidentiality and security of the Account and for all activities that occur on or through your Account. The Account, login name and password are strictly for you and it not allowed to share the foregoing details with anyone else. You are also responsible for restricting access to your computer(s) or mobile device(s) on which you use or access the App. You agree to accept responsibility for all activities occurring under your Account, user name, and/or password that are due to your conduct, action, inaction, or negligence. You shall immediately notify Philips Lighting of any loss of passwords or security breach of your Account. Philips Lighting shall not be responsible and you shall indemnify Philips Lighting for any losses arising out of the unauthorized use of your Account.
You may choose to de-activate or delete your Account on the App or through Philips Lighting Customer Care. Philips Lighting reserves the right to de-active or delete Accounts that are not used for 30 or more calendar days from the date of creation.
You will find information on the App on the consequences of such deactivation or deletion. Philips Lighting assumes no liability whatsoever in relation to de-activation or deletion of an Account.
Third Party Services and Open Source Software
Suspension, Termination and Discontinuation
These Terms will remain in effect so long as you continue to access or use the App or Services, or until terminated in accordance with the provisions of these Terms. Philips Lighting may at any time suspend or terminate your rights to access to the App or use of the Services. Upon termination you are no longer authorized to access the App or use the Services. Your obligations and the rights of Philips Lighting will survive any termination of these Terms.
Philips Lighting reserves the right, at any time, to modify, suspend, or discontinue the Services, the App or any part thereof without notice. You agree that Philips Lighting will not be liable to you or to any third party for the exercise of this right.
Access and Use
Subject to these Terms, Philips Lighting grants you a non-transferable, non-exclusive, revocable right (without the right to sublicense) to access the App and use the Services in accordance with the Access Rights and Use Requirements, and the Documentation.
You shall not, and you shall not permit any third party to:
- reverse engineer, decompile, or disassemble the App or any software embedded in the Interact Pro System, except to the extent that applicable law expressly prohibits the foregoing restriction;
- modify or adapt the App, merge the App into another program or create derivative works based upon the App;
- use the App or the Services in violation of any laws, regulation or court order, or for any unlawful or abusive purpose; for any other purpose as intended by Philips Lighting; in any manner that could harm Philips Lighting, its service providers, or any other third party, person or users;
- republish, reproduce, distribute, display, post or transmit any part of the App or Services, and to comply with any other reasonable requirements or restrictions requested or imposed by Philips Lighting from time to time;
- perform an action with the intent of introducing to the App, the Services or the Interact Pro System viruses, worms, defects, trojan horses, malware or any items of a destructive nature or disabling the App, the Services or the Interact Pro System or other users’ devices;
- circumvent or attempt to tamper with the security settings and/or access settings of the App; and/or
- create or upload on the App any abusive, obscene or inappropriate content or content violating laws and regulations or that infringe someone else’s rights.
You and the entity that you represent assume full responsibility for the legal and responsible access to and use of the App and the Services.
Free of Charge; Payable Upgrades
Please note that access to the App and use of the Services is currently offered to you free of charge, but certain limitations and exclusions apply. Philips Lighting reserves the right to change these limitations and feature sets at any time without prior notice.
Philips Lighting may decide to offer additional services or feature sets for a fee (“Payable Upgrades”). Philips Lighting will timely inform you of additional Payable Upgrades, or in the event that a Service that is currently offered to free, but will be subject to payment in the future. In such a case, you may choose to either continue your use of the currently offered Services for free, if applicable, or choose the Payable Upgrade for the required fee, or to terminate your use of the Service.
(Automatic) Upgrades, updates
Customer acknowledges that Philips Lighting may at any time change, revise, update or modify the operation, working methods, communication systems, or any element or components of the Interact Pro System, the App, the Services, and related Documentation at its discretion.
Philips Lighting may make upgrades or updates to the App and the Services, and may do so remotely without notifying you. Updates or updates are subject to these Terms, unless such upgrade or update is accompanied by a separate license in which case the terms of that license will govern. If you do not want such updates or upgrades, your sole remedy is to cease accessing the App or using the Services. Your continued access to the App or use of the Services implies deemed acceptance of such updates and upgrades by you.
Philips Lighting and its licensors own the intellectual property rights (including patents, utility models, registered and unregistered designs, copyrights, database rights, trademarks, domain names, trade secrets, know-how, semiconductor IC topography rights and all registrations, applications, renewals, extensions, combinations, divisions, continuations or reissues of any of the foregoing, collectively: “IPR”) in and to the App and the Services and to all materials in and content displayed on or otherwise in connection with the App and the Services (but excluding user generated content). You shall not reproduce, modify, create derivative works from, display, frame, perform, publish, distribute, disseminate, transmit, broadcast or circulate any such materials or content to any third party (including displaying or distributing the material using a third- party website) without Philips Lighting’s prior written consent except to use the Services for their intended purposes.
Subject to these Terms, Philips Lighting grants you the non-exclusive and non-transferable limited right (without the right to grant sublicenses) under any IPR of Philips Lighting and its licensors, to the limited extent that such IPR is embodied or embedded in the Services, to use the Services (including the Documentation) for the duration of you having the right to access the App and use the Services and in accordance with the Documentation and the Access Rights and Use Requirements. Any software used or provided to you in relation to the Services is licensed according to these Terms and not sold to Customer. No rights to IPR are conferred to you or any third party other than explicitly granted under these Terms.
You acknowledge that third parties may own IPR related to the Services. If reproduction of such IPR is allowed, you shall reproduce, without any amendments or changes, any proprietary rights legends of Philips Lighting or its third-party suppliers in any software or Documentation provided by Philips Lighting.
If you submit a comment, suggestion or any other material (“Feedback”) to Philips Lighting related to the App or the Services (excluding any illegal content), you hereby assign all ownership in and to such Feedback to Philips Lighting, and acknowledge that we will be entitled to use and implement any such Feedback in any manner without restriction, and without any obligation of confidentiality, attribution or compensation to you, or to the extent the foregoing is deemed ineffective, grant Philips Lighting a license to use such Feedback without any restrictions.
Warranty Disclaimer; Limitation of Liability
PHILIPS LIGHTING PROVIDEs YOU ACCESS TO THE APP AND USE OF THE SERVICES FREE OF CHARGE AND ON AN "AS-IS" AND “AS-AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND. PHILIPS LIGHTING AND ITS LICENSORS AND SUPPLIERS HEREBY EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, OR AS TO THE OPERATION OF THE APP AND ITS CONTENT. NEITHER PHILIPS LIGHTING NOR LICENSORS AND SUPPLIERS WARRANTS OR MAKES ANY REPRESENTATIONS THAT (I) THE APP OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE APP OR THE SERVICES (INCLUDING ANY INFORMATION AND MATERIALS OR CONTENT ON OR IN THE APP) WILL BE CORRECT, COMPLETE, ACCURATE, SECURE, RELIABLE, OR OTHERWISE MEET YOUR REQUIREMENTS. PHILIPS LIGHTING has no duty to update, supplement, support, maintain or otherwise modify the APP OR THE SERVICES at any time.
IN NO EVENT WILL PHILIPS LIGHTING, OR ANY AFFILIATES OR OWNERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST SAVINGS, LOSS OF REPUTATION, LOSS OF GOODWILL, LOSS OF USE, LOSS OF DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND/OR YOUR USE OF THE APP OR THE SERVICES WHETHER OR NOT SUCH DAMAGES ARE BASED ON TORT, WARRANTY, CONTRACT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
You agree to indemnify and hold harmless Philips Lighting, its Affiliates, licensors and suppliers from and against any damages, liabilities, costs and expenses (including reasonable attorneys' and professionals' fees and litigation costs) that arise out of the posting, content, or transmission of any message, data, material or any other content you submit on the App, or due to violation of these Terms and/or applicable law by you or any person acting on your behalf.
The Services, including App and Documentation and any software and content (but excluding user generated content) are all confidential information of Philips Lighting (“Confidential Information”). You shall not disclose Confidential Information to any third party, or use Confidential Information for any other purpose than the Services, without the written approval of Philips Lighting.
Amendments; Formal Communication
From time to time, we may amend or update these Terms. If we do, we communicate this through the App. If we make a major change in the important points of these Terms, we may alert you to the changes in a more prominent way. Your inaction or continued use of the Services, including accessing the App, will confirm your agreement to these changes. You are advised to regularly review these Terms, the Documentation and related terms and conditions for updates, if any.
For purposes of these Terms, the term “Affiliate” means Philips Lighting N.V. and any and all companies, firms and legal entities with respect to which now or hereafter Philips Lighting N.V. directly or indirectly holds 50% or more of the nominal value of the issued share capital or ownership interest and/or 50% or more of the voting power at general meetings and/or has the power to appoint a majority of directors and/or to otherwise direct their activities and such other companies, firms or legal entities as may be appointed by Philips Lighting N.V.
The laws of the Netherlands govern these Terms, without regard to conflict of law principles. Any legal action or proceeding arising out of or in connection with these Terms will be brought exclusively in the courts of Amsterdam, The Netherlands, provided that Philips Lighting will always be permitted to bring any action or proceedings against you in any other court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply. Nothing in this section will be construed or interpreted as a limitation on Philips Lighting’s right under applicable law to seek injunctive or other equitable relief or to take any action to safeguard its possibility to have recourse on you.
You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S Government as a “terrorist supporting country”; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. Also, you irrevocably
grant Apple the right (who will be deemed to have accepted that right) to enforce these conditions against you as a third-party beneficiary thereof.
You agree that you will not directly or indirectly, export or re-export the App and/or Services or use or access the App and/or Services in any country for which the United States Export Administration Act, or any similar United States law or regulation requires an export license or other U.S. Government approval, unless the appropriate export license or approval has first been obtained.
Access Rights and Use Requirements
General. The App allows the following four different access levels depending on the roles and requirements:
- Customer, meaning the entity that has accepted the Terms and has access to the App and the right to use the Services. Customer defines and grants or revokes access to relevant users;
- Service Provider, meaning a service provider for Customer. Service Provider defines and grants or revokes access to relevant users;
- Installer, meaning the installer that installs the Interact Pro System for Customer or Service Provider;
- End-user, meaning personnel of Customer that has access to the App and uses Services, as authorized by the Customer).
Access rights and obligations for each of the four roles:
The App allows you to:
- Commission, control and adjust the light levels and settings of specific luminaires and lamps that are part of the Interact Pro System
- monitor the Interact Pro System status and performance for the purposes of receiving the services from the Service Provider and/or Installer
- administer End-User rights and grant or revoke relevant access via the App
- inform End-Users in case of changes in the access rights, including without limitation blocking or revoking access and informing the new users of their access rights.
In addition to the Terms, the following conditions will apply to Customers:
- Customer is solely responsible for any invitations to grant access for the use of the App are sent to correct and legitimate email addresses, and will ensure that none of the Users or non-users are spammed.
- Customer is solely responsible for all activities occurring under the Accounts created and/or allowed by Customer to access and use the App. Customer acknowledges and agrees that Philips Lighting makes the App available but will not be liable for use of such App by the Service Providers, Installers and/or End Users that use and access the App and Services as authorized by Company or on Company's behalf.
- Customer explicitly acknowledges and agrees that the Service Provider and/or Installer that creates a project on the App in connection with Customer’s Interact Pro System and that uploads details of your Interact Pro System onto the App to enable the use of the Services through the App and/or the App will have access to and will use your Usage Data in accordance with this Annex. Philips Lighting shall not be responsible for any action by Service Provider or Installer, including for any losses arising out of unauthorized use of Customer’s Interact Pro System or Services or of Usage Data or any other data by Service Provider or Installer.
2. Service Provider
The App allows Service Providers to:
- Commission, control and adjust the light levels and settings of specific luminaires and lamps that are part of the Interact Pro System as authorized by the Customer;
- monitor the Interact Pro System status and performance for the purposes providing services to Customer;
- on behalf of Customer initiate the project via the App for installation on Customer’s site of the Interact Pro System by Service Provider or an Installer engaged by Service Provider;
- administer and grant or revoke access for the Customer, Installer and/or End User via the Application as authorized by the Customer
In addition to the Terms, the following conditions will apply to Service Provider:
- Service Provider shall initiate and work on a project only on behalf of the Customer after you have obtained written authorization from the Customer to do so.
- Service Provider shall keep Customer informed of who has access to the specific project of Customer and what are their access rights.
- Service Provider shall ensure that Service Provider creates user accounts for legitimate and correct user accounts. Service Provider shall not spam users and non-users.
- Service Provider shall set the access levels for users correctly and on a need to know basis, and shall ensure that each project for each Customer will be a separately created instance and one Customer’s data will not be visible to or accessible by other customers or users. Access levels provides different rights to End Users, Installers, Customers and this should be done correctly.
- Service Provider shall not make changes to access levels of an End User, Installer, Customer or any changes to the System via the App without prior written authorization of the Customer.
- Service Provider shall immediately cease accessing a Customer project after being instructed by that Customer to do so.
The App allows Installer to commission, control and adjust the light levels and settings of specific luminaires and lamps that are part of the Interact Pro System as authorized by the Customer;
In addition to the Terms, the following conditions will apply to Installer:
- Installer shall not try to circumvent any access levels granted to Installer or cause any changes to access levels of other users, Service Providers, other Installers or Customer.
- Installer shall not cause any changes to the project or the Interact Pro System without prior written authorization from the Customer or the Service Provider.
- Installer shall immediately cease accessing a Customer project after being instructed by that Customer or the relevant Service Provider to do so.
The App allows End-User to control and adjust the light levels and settings of specific luminaires and lamps that are part of the Interact Pro System for the sole purposes of using the Interact Pro System as authorized by Customer.
In addition to the Terms, the following conditions will apply to End-User:
- End-User shall not try to circumvent any access levels granted to End-User or cause any changes to access levels of other users, Service Providers, Installers or Customer.
- End-User shall not cause any changes to the project(s) or the Interact Pro System without authorization from the Customer.
- End-User shall immediately cease accessing a Customer project after being instructed by Customer or the relevant Service Provider to do so.
Data Processing Terms
- Customer shall collect and further process Customer Data (defined below) in accordance with requirements of applicable data protection laws, in particular for justification of any transmission of such Customer Data to Philips Lighting, including providing any required notices and obtaining any required consents of the individuals to permit the processing of Customer Data under these Terms. Customer’s instructions for the processing of Customer Data shall comply with applicable data protection laws. Customer shall have sole responsibility for the accuracy, quality, and legality of Customer Data.
- With regard to the Processing of Customer Data, the parties to the Terms acknowledge and agree that Customer is the Controller, and Philips Lighting (or members of the Philips Lighting Group) is the Processor.
- Philips Lighting will Process Personal Data as necessary to perform the Services pursuant to these Terms and as further instructed by Customer in its use of the Services. Customer may submit Personal Data to the Services, the extent of which is determined and controlled by Customer in its sole discretion, and which may include, but is not limited to: (a) Personal Data relating to the following categories of data subjects: customers, business partners, employees, advisors, freelances, visitors, other users authorized by the Customer to use the Services; or (b) the following categories of Personal Data: first and last name, contact information (email address). Subject to section 11 of this section, Philips Lighting will Process Customer Data for the duration of the Terms.
- Philips Lighting will treat Customer Data as confidential information and will only Process Customer Data on behalf of and in accordance with Customers’ documented instructions for the following purposes: (i) Processing in accordance with these Terms; (ii) Processing initiated by users in their use of the Services; and (iii) Processing to comply with the documented reasonable instructions provided by the Customer where such instructions are consistent with the terms of these Terms and do not require any material modification to the functionality of the Services. This Agreement contains Customer’s complete and final instructions for the Processing of Customer Data. Any additional or alternate instructions must be agreed upon separately.
- Philips Lighting will, to the extent legally permitted, promptly notify Customer if it receives a request from a user of the Service to access, correct or delete that person’s Personal Data or if a user of the Service objects to the Processing thereof (“Data Subject Request”). Philips Lighting will not respond to a Data Subject Request directly except to confirm that the request relates to Customer. To the extent Customer, in its use of the Services, does not have the ability to address a Data Subject Request, Philips Lighting will upon Customer’s request provide commercially reasonable assistance to facilitate such Data Subject Request to the extent Philips Lighting is legally permitted to do so and provided that such Data Subject Request is exercised in accordance with Data Protection Laws and Regulations. To the extent legally permitted, Customer shall be responsible for any costs arising from Philips Lighting’s provision of such assistance.
- Philips Lighting will make sure that its personnel engaged in the Processing of Customer Data are informed of the confidential nature of the Customer Data, have received appropriate training on their responsibilities and have executed written confidentiality agreements. Philips Lighting will also ensure that Philips Lighting’s access to Customer Data is limited to those personnel performing Services in accordance with these Terms.
- Customer acknowledges and agrees that: (i) Philips Lighting affiliates may be retained as Sub-Processors for the Processing of Customer Data; and (ii) Philips Lighting and Philips Lighting affiliates respectively may engage Sub-Processors for the Processing of Customer Data. In any case, upon written request, Philips Lighting will make available to Customer a list of existing Sub-Processors (if any) used to process Customer Data. If Customer has a reasonable basis to object to Philips Lighting’s use of a Sub-Processor, Customer shall notify in writing its objections to Philips Lighting. In the event Customer objects to a Sub-Processor, and that objection is not unreasonable, Philips Lighting will use reasonable efforts to make available to Customer a change in the Services or recommend a commercially reasonable change to Customer’s configuration or use of the Services to avoid Processing of Customer Data by the objected Sub-Processor.
- Philips Lighting will assume liability for the acts and omissions of its Sub-Processors to the same extent Philips Lighting would be liable if performing the services of each Sub-Processor directly under this section.
- Philips Lighting will maintain administrative, physical and technical safeguards for the protection of the security (including protection against unauthorized or unlawful processing and against accidental loss, destruction or damage), confidentiality and integrity of Customer Data, as set forth in the Documentation.
- Philips Lighting will notify Customer without undue delay after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data, transmitted, stored or otherwise Processed by Philips Lighting or its Sub-processors of which Philips Lighting becomes aware (a “Customer Data Incident”). Philips Lighting will make reasonable efforts to identify the cause of such Customer Data Incident and take those steps as Philips Lighting deems necessary and reasonable in order to remediate the cause of such a Customer Data Incident to the extent the remediation is within Philips Lighting’s reasonable control. The obligations herein shall not apply to incidents that are caused by Customer or Customer’s users.
- At the termination of the Service or upon request of the Customer, Philips Lighting will delete Customer Data, except where applicable data protection law provides otherwise.
- Customer acknowledges and agrees that Customer Data may be transferred to and/or accessed from any countries in which Philips Lighting or its Sub-Processors maintain facilities. Customer or Service Provider or Installer (all as defined in Annex 1) shall be responsible to ensure that transfer of Customer Data outside of the jurisdiction from which it has been made available to Philips Lighting or from which Customer Data has originated is compliant with applicable data protection law.
- If required by data protection law applicable to the Customer, to the extent Customer does not otherwise have access to the relevant information and to the extent such information is available to Philips Lighting, upon Customer’s request, Philips Lighting will provide Customer with reasonable cooperation and assistance needed to fulfil Customer’s obligation under applicable data protection law.
Defined terms. When used in these data processing terms, capitalized terms shall have the following meanings:
“Controller” means the entity which determines the purpose and the means of the Processing of Personal Data.
“Customer” as used in these data processing terms means the Customer and Service Provider, collectively, as defined in Annex 1)
“Customer Data” means any Personal Data processed by Philips Lighting on behalf and under the documented instructions of the Customer.
“Personal Data” means any information relating to an identified or identifiable natural person.
“Processing” means any operation or set of operations which is performed upon Customer Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
“Processor” means the entity which Processes Personal Data on behalf of the Controller; when a Processor hires another entity to act on its behalf and under its instructions for the Processing of the Customer Data, such entity will be referred to as “Sub-Processor”.
List of Free Services
- User registration
- Creation of new sites, commissioning of new installation
- Creation of Installation report
- App page providing Multi Project Overview for up to 5 sites
- Operational control of lighting installation by End User
- Basic Energy reporting at site level
- Regular software updates to deploy improvements for Free Services