Terms of Sale
Welcome to the online store (the “Store”) made available by Latch Systems, Inc. (“Latch” or “we”). By placing an order of hardware products (“Products”) and/or subscription services (“Services”) on the Store, you agree to these Terms and Conditions of Sale (“Terms of Sale”) and any additional terms provided by Latch, including but not limited to our Terms of Service, End User License Agreement and Limited Warranty.
Please read these Terms of Sale carefully. This is a binding legal agreement between you or the entity on behalf of which you are placing an order and Latch. If you do not agree with any of these Terms of Sale, you should not make a purchase on the Store.
Products or Services
We have made every effort to display as accurately as possible the colors and images of our Products that appear at the Store. We cannot guarantee that your computer monitor's display of any color will be accurate. We do not warrant that the quality of any Products, Services, information, or other material purchased or obtained by you on the Store will meet your expectations, or that any errors in the Service will be corrected. All descriptions of Products and pricing are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue any Product at any time.
Order Acceptance; Cancellation
We reserve the right to cancel or refuse any order for any reason at any time prior to shipment, whether or not the order has been confirmed, and to limit the quantities of any Products or Services that we offer. We may attempt to contact you if all or a portion of your order is cancelled, or if additional information is needed to complete and accept your order. We reserve the right to limit the sale of our Products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. Purchases made on the Store are not authorized for resale. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
Return and Exchange Policy
Latch will accept requests for the return and exchange of defective Products purchased on the Store in accordance with our Limited Warranty.
Accuracy of Billing and Account Information in the Store
You agree to provide current, complete and accurate purchase and account information for all purchases made at our Store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed. You understand that any information you share in the Store (not including credit card information), may be transferred unencrypted and involves (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
Payments
Your credit card information will be processed by our third-party payment processor Stripe (see Payment Cards Payments), which is integrated with the Shopify platform. Credit card information is always encrypted during transfer over networks.
Product Limited Warranty; License Agreement
Your purchase and use of a Latch Product is governed by our Limited Warranty. The software embedded in the Product is licensed to you under the terms of the Latch End User License Agreement.
Order Processing; Shipping; Title; Risk of Loss
We typically process your order within 3-5 business days from receipt. Pricing for the Products does not include shipping costs, which will be added at checkout. Latch is not responsible for any errors, omissions, misdirected, lost or delayed orders. Any delivery dates we provide on the Store or by email are estimates only. The Products are intended for sale in the United States only, and accordingly, we will only ship to addresses within the United States. Title to any Product you purchase will pass to you when we ship it from our warehouse.
Installation
You agree that you are responsible for the installation of the Product you purchase on the Store. Latch is not responsible for any damage or injury resulting from self-installation or installation by third-party installers.
Changes to Terms of Sale
Latch reserves the right to revise these Terms of Sale or any other terms at any time, without notice.
Contact
If you have any questions or concerns or would like to share feedback, please contact us by email at support@latch.com.
Subscription Services Terms
The following Subscription Services Terms (“Subscription Terms”) will govern your use and access to the Software Subscription Services offered on the Store.
Recurring Billing
If you purchase a Latch Software Subscription on the Store, you expressly authorize Latch to charge the payment method associated with your account an annual subscription fee (plus any applicable taxes) based on the applicable billing cycle. You agree that your subscription will automatically renew for the same subscription period unless you cancel it at least 30 days in advance of the subscription period end date or your access is terminated in accordance with the Terms of Services or these Terms of Sale. Subscription fees are non-refundable.
Right of Use
Subject to your compliance with these Subscription Terms, Latch grants you a subscription-based, non-sublicensable, non-exclusive, non-transferable and revocable right to access and use the software (the “Software”) provided by Latch, including Latch’s web-based and mobile access management platforms, websites, and mobile applications (“Apps”) and all Updates (defined below) thereto. You may only access and use the Software to manage the use and operation of the Products or as otherwise necessary to operate the Products or, as applicable, any hardware, software, or other goods manufactured or supplied by third parties, including smart home devices, that are intended to be used in combination with or alongside the Products or Services your purchased on the Store.
Third Party Products
In connection with the Services, Latch may use, or may provide you with access to third-party products, software, source code or other technology licensed to Latch from third parties, and which may be owned by such third parties, including without limitation open source software which may be covered by a different license (collectively, “Third Party Products”). You agree to comply with any terms of service, end user license agreement, software agreement, or other terms required by any third party in connection with your use of Third-Party Products.
Beta Services
Latch may provide you with early access to new products or services prior to their release for general availability (“Beta Services”). Notwithstanding anything to the contrary in these Subscription Terms, Beta Services are subject to the terms and conditions provided with such Beta Services.
Accounts
Subject to your compliance with these Subscription Terms and the Terms of Service, Latch will provide you with access privileges to allow you to access and manage the Services and access Usage Data and other related data (an “Account”). If you are a multifamily building Owner (as defined in our Terms of Service), you may create additional Accounts for your authorized employees, agents, and customers that require access to the Services. You agree to take all reasonable steps to protect access to the Services and to your Account. You agree to be responsible for (a) maintaining the security of your Account and all passwords and files associated with it; (b) all uses of your Account, whether with or without your knowledge or consent and (c) for the acts or omissions of any person who accesses the Services using Accounts, passwords or access procedures provided to or created by you.
Additional Terms
You agree to abide by, and to use the Services in accordance with any additional terms of service provided or posted by Latch and associated with the Services, including without limitation, to the extent applicable, the Terms of Service, the Privacy Policy, and such other terms and conditions that may be provided by Latch from time to time, each of which are hereby incorporated by reference.
Restrictions
Your use of the Services is subject to the following restrictions: (a) you agree to use the Services solely as permitted under these Subscription Terms, and shall not license, sell, rent, lease, transfer, assign, distribute, host, outsource, disclose or otherwise commercially exploit the Services or make the Services available to any third party for any use; (b) you agree not to modify, make derivative works of, disassemble, reverse compile or reverse engineer or otherwise attempt to discover any source code or underlying ideas or algorithms of, any part of the Services (except solely to the extent affirmatively required under applicable statutory law); (c) you agree not to use or access the Services for benchmarking or competitive analysis, or in order to build a similar or competitive product or service; (d) except as expressly stated herein, you agree not to copy, reproduce, distribute, republish, download, display, post, or transmit the Services in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording or other means; (e) you agree to only use the Services in compliance with all applicable laws, rules and regulations, including without limitation all data privacy and security regulations and building codes and regulations. If you are a multifamily building Owner, you agree to ensure that there is no breach, compromise or violation, by your employees, consultants, agents, customers, suppliers or independent contractors, of such obligations.
Services Updates
Latch may from time to time develop patches, bug fixes, updates, upgrades and other modifications to the Services and may, in its discretion, make them generally publicly available to its users (collectively, “Updates”). You acknowledge that such Updates may be required to use certain features or components of the Services, and agree (a) that you will promptly install any Updates Latch requires or makes available to you and (b) to the automatic installation of the Updates if performed by or on behalf of Latch.
Support
Latch will provide you with technical assistance to resolve general issues relating to your use of the Software. Please contact support@latch.com if you need technical assistance. Latch is not responsible for providing technical support to Residents (as defined in the Terms of Service) who are not Owners.
Ownership
With respect to you, except for the limited rights and licenses expressly granted hereunder, no other license is granted, no other use is permitted and you (and your licensors, if applicable) shall retain all rights, title and interest (including all intellectual property and proprietary rights) in and to Usage Data. With respect to Latch, except for the limited rights and licenses expressly granted hereunder, no other license is granted, no other use is permitted and Latch (and its licensors) shall retain all rights, title and interest (including all intellectual property and proprietary rights) in and to the Services, all copies, modifications and derivative works thereof, and all Latch trademarks, names, logos, all rights to patent, copyright, trade secret and other proprietary or intellectual property rights.
Feedback
If you share any suggestions, ideas, comments or other feedback (“Feedback”) with Latch regarding the Services and/or the Products, then you agree to assign to Latch all of your right, title and interest in the Feedback, including but not limited to all intellectual and proprietary rights, without any compensation or attribution to you, for any purpose whatsoever.
Taxes
The Subscription fees do not include any taxes. Any applicable taxes will be added at checkout.
Price Changes
Latch reserves the right to change the pricing for the Services at any time; provided that such change will not become effective until the next Renewal Term (as defined below). If you do not agree to the new pricing, you may cancel your Services by emailing Latch at least 30 days in advance of the applicable subscription period end date.
Privacy
Latch will collect and use your Personal Information in accordance with Latch’s Privacy Policy. By using the Services, you agree to the collection and use of your Personal Information as set forth in the Privacy Policy and you agree to comply with all applicable data privacy and security laws, regulations, or orders. If you are a multifamily building Owner, you acknowledge and agree that we may collect personal information from your Residents (as defined in the Terms of Service) and such personal information will not be a part of your Personal Information. Latch will collect and use any such personal information in accordance with its Privacy Notice and will obtain any consents, as may be necessary, directly from the relevant Residents.
Warranties
You represent and warrant that you have full power, right and authority to agree to the Subscription Terms, to carry out your obligations and to grant the rights granted to Latch under these Subscription Terms.
Exclusions/Restrictions
Latch shall have no obligations to you with respect to the Services for errors that (a) result from alteration, modification or damage to the Services not performed by Latch; (b) result from any combination of the Services with any computer hardware or software not provided by Latch; (d) result from use of other than the most-current release of the Services; (e) result from the installation of the Services on any hardware that is not supported by Latch; or (f) are not reproducible in standalone form.
Indemnity
You shall defend, indemnify and hold harmless Latch and its employees, from any third-party claims, damages, liabilities, costs and fees (including reasonable attorney fees) arising from Licensee’s use of the Services in a manner that does not comply with these Subscription Terms.
WARRANTY DISCLAIMER
THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND, AND LATCH DOES NOT MAKE ANY, AND HEREBY DISCLAIMS ALL, EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THESE SUBSCRIPTION TERMS.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER LATCH OR ITS SUPPLIERS, DISTRIBUTORS, OR LICENSORS SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS OR TERMS OR CONDITIONS RELATED THERETO UNDER BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY FOR ANY (A) LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (B) INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, BUSINESS INTERRUPTION, LOSS OF REVENUES AND LOSS OF PROFITS OR (C) ANY AMOUNTS THAT EXCEED, IN THE AGGREGATE, THE AMOUNT PAID BY YOU FOR THE SERVICES THAT CAUSED SUCH DAMAGE IN THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM ARISING. THE FOREGOING SHALL APPLY EVEN IF LATCH KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
Subscription Period. Your subscription will start 30 days from the date of purchase on the Store and will continue for one (1) year. Your subscription will automatically renew for consecutive periods of one (1) year (each, a “Renewal Term”), unless, you cancel at least thirty (30) days prior to the end of the then-current term.
Termination; Effect of Termination. Latch may terminate your subscription effective immediately if you fail to comply with these Subscription Terms. To the extent you were granted access to Third-Party Products, you acknowledge and agree that Latch may terminate your access to any software or services provided by Latch in connection with or supporting a Third Party Product at any time. Upon termination of your subscription, your right to use and access the Services will terminate. For clarity, there will be no refunds in the event your subscription is terminated.
Export
You agree to comply with all U.S. and foreign export laws and regulations to ensure that neither the Services, nor any technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws or regulations.
Dispute resolution
Please review this section regarding arbitration and class action waiver as this affects your legal rights.
You agree that all disputes between you and us (whether or not such dispute involves a third party) with regard to your relationship with us, including without limitation disputes related to these Subscription Terms, your use of the Services, and/or rights of privacy and/or publicity, will be resolved by binding, individual arbitration in accordance with the streamlined arbitration rules and procedures of JAMS then in effect, and you and we hereby expressly waive trial by jury; provided, however, that to the extent that you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the state of New York.
Discovery and rights to appeal in arbitration are generally more limited than in a lawsuit, and other rights that you and we would have in court may not be available in arbitration. As an alternative, you may bring your claim in your local “small claims” court, if permitted by that small claims court's rules and if within such court’s jurisdiction. You may bring claims only on your own behalf. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by this agreement to arbitrate. You are giving up your right to participate as a class representative or class member on any class claim you may have against us including any right to class arbitration or any consolidation of individual arbitrations (the “class action waiver”).
You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's account, if we are a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Subscription Terms. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Latch Devices or Services or these Subscription Terms must be filed within one (1) year after such claim of action arose or be forever banned.
If you do not wish to be bound by the arbitration and class action waiver provisions in this section, you must notify Latch in writing within 30 days of the date that you first accept these Subscription Terms (unless a longer period is required by applicable law). Your written notification must be emailed to Latch at support@latch.com. If you do not notify Latch in accordance with this section, you agree to be bound by the arbitration and class action waiver provisions of these Subscription Terms, including such provisions in any Subscription Terms revised after the date of your first acceptance. Such notification must include: (i) your name, (ii) your Latch Account email address; (c) your mailing address and (d) a statement that you do not wish to resolve disputes with Latch through arbitration and that you do not wish to waive your class action rights. If Latch makes any changes to the arbitration and class action waiver section of these Subscription Terms (other than a change to the address at which Latch will receive notices of dispute, opt-out notices, or rejections of future changes to the arbitration and class action waiver provisions of this Dispute Resolution section, you may reject any such change by sending us written notice within 30 days of the change to the address set forth in this section. It is not necessary to send us a rejection of a future change to the arbitration and class action waiver provisions of these Subscription Terms if you had properly opted out of the arbitration and class action waiver provisions in this section within the first 30 days after you first accepted these Subscription Terms. If you have not properly opted out of the arbitration and class action waiver provisions in this section, by rejecting a future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this arbitration provision, as modified by any changes you did not reject. This notification affects these Subscription Terms only; if you previously entered into other arbitration agreements with Latch or enter into other such agreements in the future, your notification that you are opting out of the arbitration provision in these Subscription Terms shall not affect the other arbitration agreements between you and Latch.
If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this arbitration and class action waiver section will be null and void. This arbitration agreement will survive the termination of your relationship with us.
Governing Law; Jurisdiction & Venue.
You agree that these Subscription Terms and any dispute that may arise related thereto will be governed by and construed in accordance with the laws of the State of New York without taking into account its principles on conflicts of law. You agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to these Subscription Terms. You agree that, except as described in the Dispute Resolution section above, exclusive jurisdiction and venue for any litigation arising under these Subscription Terms is in the federal and state courts located in New York, New York and you hereby consent to such jurisdiction and venue for this purpose.
Entire Agreement
These Subscription Terms, together with the Terms of Service and Privacy Policy and any other applicable terms provided to you by Latch, are the entire agreement between you and Latch with respect to the Services, and supersede any prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Latch with respect to the Services.
Severability
If any provision of these Subscription Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Subscription Terms will otherwise remain in full force and effect and enforceable.
Assignment
Unless otherwise stated herein, your Subscription is personal to you, and is not assignable, transferable or sublicensable by you except with Latch’s prior written consent. As a multifamily building Owner only, you may assign and transfer your subscription in connection with the sale of the underlying property provided that: (i) you promptly notify Latch prior to the forthcoming assignment and transfer; (ii) you warrant and represent that the Agreement is free of any adverse liens, claims, or encumbrances; (iii) any assignment shall only be effective upon execution by you and assignee (the “Assignee”) of a valid assignment and assumption agreement acceptable to Latch; and (iv) Assignee unconditionally accepts such assignment and assumes all of your duties, liabilities and obligations under the transferred subscription, and agrees to pay and perform all of your obligations under these Subscription Terms. You understand that you will remain responsible for any breach of user’s obligations occurring during the Subscription Period. Latch may assign, transfer or delegate any of Latch’s rights and obligations hereunder without consent. Latch shall not be liable for any failure to perform Latch’s obligations hereunder where such failure results from any cause beyond Latch’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
Independent Contractor
Except as otherwise set forth herein, no agency, partnership, joint venture, or employment relationship is created as a result of these Subscription Terms and neither party has any authority of any kind to bind the other in any respect.
Notices
All notices under these Subscription Terms shall be given in writing and will be deemed to have been duly given, if to you, when sent by email to the email address associated with your Account; if to Latch, by email to support@latch.com, with copy to legal@latch.com.
No Waiver
Latch’s failure to enforce any part of these Subscription Terms shall not constitute a waiver of Latch’s right to later enforce that right or any other provision herein.
Headings
The section and paragraph headings in this Agreement are for convenience only and shall not affect their interpretation.
Interpretation
Any use of “including” “for example” or “such as” in these Subscription Terms shall be read as being followed by “without limitation” where appropriate.