1 - BASIC INFORMATION
This License and User Agreement (“Agreement”) is a legal agreement between You and HID Global Corporation, setting out the rights, obligations, liabilities and other matters relating to the App and any HID services provided to and used by You under this Agreement (the “Services”), enabled by the Enterprise.
2 – DEFINITIONS
The terms used in this Agreement shall be defined as follows: “Agreement” means this License and User Agreement. “Device” means Your smart phone or portable device with network communication, to which the Licensed Material is downloaded or issued and which is used for the Services. “Enterprise” means the Enterprise that purchased the Services from HID Global Corporation or an affiliated entity or authorized channel partner, thereby enabling You to use the App. “License” means the license set out in Section 3 to use the Licensed Material and Services. “Licensed Material” means (i) the App and (ii) any other materials, including but not limited to, any digital access ID(s), provided by Us for use of the Services. “App” or “App” means the smart phone application developed by Us, which You need to install in order to use the Services. “Password” or “PIN” means the password or PIN code that You may use to protect access to the App and/or Services on Your Device. “Privacy Notice” means the Privacy Notice which describes the information We collect about You and how such is treated and for what purposes We may share the data and how You can contact Us about Your data. “You” or “Your” means the customer or individual who enters into this Agreement with Us upon accessing and using the App and any Services that We provide under this Agreement. “We” , “Us” or “Our” means HID Global Corporation together with other relevant companies within the ASSA ABLOY group, collectively or individually.
3 - GRANT OF LICENSE
3.1. Scope of license - The Licensed Material and Services are licensed, not sold or transferred, to You for use only under the terms of the license set out in this section (the “License”). We reserve all rights not expressly granted to You under this License. This License is granted by Us to You and is limited to a non-exclusive, non-transferable, revocable license to use the Licensed Material and Services for use on a Device that You own or control and as permitted by this Agreement, for as long as the Enterprise subscribes to the Services.
3.2. Updates - The Licensed Material or Services may be periodically updated in Our sole discretion. The terms of this Agreement will govern any updates and/or upgrades provided by Us, unless such update and/or upgrade is accompanied by a separate license in which case the terms of that license will govern.
4 - YOUR OBLIGATION TO MANAGE PASSWORD OR PIN
4.1. Security and Use – You are responsible for managing Your Password and/or PIN, including selecting a secure Password or PIN and taking all necessary precautions to keep the Password or PIN secret and secure. You will not do any of the following (i) register false information in applying for or amending Your access to the Services; (ii) allow a third-party to use Your ID or a right to access the Licensed Material or the Services; or (iii) replicate or copy any Licensed Material provided to You by Us or the Enterprise, including, but not limited to any digital access ID(s).
4.2. Reporting Unauthorized Access - If Your Password or PIN is hacked or is used by a third-party, You shall immediately notify the Enterprise thereof, and follow given instructions to address the unauthorized access. We shall not be liable for any problems or claims that may result from Your failure to notify the Enterprise or to follow given instructions.
5 - YOUR UNDERTAKINGS
5.1. Lawful Use - You agree to use the Licensed Material exclusively with the Services and in order to gain access to additional Services to which You are lawfully permitted access. You shall not use the Licensed Material or Services for any unlawful, illegal or improper purposes or in order to obtain unauthorized access to Services of any kind. You shall not let any other person use Your Device, the Licensed Material or Services for unlawful, illegal or improper use. Such unlawful, illegal or improper use or access to the Services is a breach of this Agreement and may be subject to criminal prosecution and/or damages.
5.2. Use Limitations - The License provided in this Agreement is limited to what is expressly set out herein and explicitly restricts certain actions. You agree not to: (i) use the Licensed Material or Services on any Device that You do not own or control, and You may not distribute or make the Licensed Material or Services available over a network where they could be used by multiple devices at the same time; (ii) rent, lease, lend, sell, redistribute or sublicense the Licensed Material or Services or a Device on which the Licensed Material is installed; (iii) copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Material or Services, any updates, or any part thereof; (iv) download any software to the Device which may impact the functionality and security of such Device, the Licensed Material or Services (including “rooting” or “jailbreaking” the Device); (v) let anyone tamper with the Device in a way that may impact the functionality and security of such Device; or (vi) engage in any act that interferes with Our business or violates the License or infringes Our intellectual property rights. Any attempt to do any of the above by You or someone to whom You have given access to Your Device, is a violation by You of Our rights, and, if relevant, Our licensors, and is a breach of this Agreement.
5.3. Your Undertakings – You are responsible for and agree to do the following: (i) protect Your Device against unauthorized access; (ii) download updates and/or upgrades of the Licensed Material to Your Device; (iii) ensure that all settings, required network communication, entries, and changes necessary to operate the Licensed Material or Services on Your Device are correct; and (iv) immediately delete, or request deletion, all Licensed Material from Your Device if the Device is lost, to be sold, transferred or assigned to someone else, or when You cease to use the Services.
5.4. Compliance with Laws and Agreement – You shall comply with all applicable laws and the terms and conditions of this Agreement.
5.5. Third-Party User Terms - The Licensed Material or Services may require access to third-party Services such as mobile network connection, roaming etc. We are not liable for any additional terms and costs of service that may apply with respect thereto and We are not responsible for the proper functionality of any such third-party Services.
6 - PROVISION OF SERVICES
6.1. Services Offering - The Services shall be provided in accordance with the service levels, if any, set out in the agreement between Us and the party that purchased the Services. The Services may be interrupted or suspended in accordance with the applicable terms of service between Us and the Enterprise and any applicable service level.
6.2. Notification of Changes - If there is any material change in the content, method of use, or hours of use, of the Services, or if the Services are suspended or ceased, We will notify the Enterprise.
7 - TERMINATION OF AGREEMENT
7.1. Termination. This Agreement is effective until terminated either by You, by Us or by the Enterprise making it possible for You to use the Services. You may terminate this Agreement at any time by deleting the App. We may terminate this Agreement at any time if You fail to comply with any term(s) of this Agreement or as agreed with the Enterprise.
7.2. Effect of Termination. Upon termination of this Agreement: (i) We shall promptly delete Your personal data in accordance as set out in the Privacy Notice; (ii) We may delete, directly or indirectly via a third-party, the Licensed Material and any Applications which are provided for the Services and stored in Your Device and You hereby consent to such deletion; (iii) We will no longer accept requests for issuance of additional Licensed Material and cease such issuance or provide support; and (iv) You shall immediately cease all use of the Licensed Material or Services, and delete all copies, full or partial, of the Licensed Material or Services provided to You.
8 - INTELLECTUAL PROPERTY RIGHTS
The copyright, trademarks and other intellectual property rights to the Licensed Material and Services shall belong to Us. This Agreement does not transfer to You any ownership in the Licensed Material or Services or copyright or intellectual property rights therein but permits You to use the Licensed Material and Services subject to the terms and conditions of the License.
9 - NO WARRANTY/ AS-IS
THE LICENSED MATERIAL AND SERVICES, AND ANY INFORMATION PROVIDED UNDER THE APP, ARE PROVIDED TO YOU 'AS IS' AND WITH ALL RISKS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, AND THIRD-PARTY LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, TITLE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, WITH REGARD TO THE LICENSED MATERIAL OR SERVICES. WE DO NOT WARRANT THAT THE LICENSED MATERIAL OR SERVICES WILL MEET YOUR REQUIREMENTS, THE SERVICES WILL BE UNINTERRUPTED, TIMELY, ERROR-FREE, SECURE OR FREE OF VIRUSES, WORMS, DISABLING CODE OR CONDITIONS OR THE LIKE, OR THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. WE WILL NOT BE LIABLE FOR LOSS OF YOUR PERSONAL DATA. YOU ARE RESPONSIBLE FOR BACKING UP YOUR PERSONAL DATA THAT YOU PROVIDE TO US FOR THE SERVICES. YOU AGREE TO ASSUME THE RISK OF ALL DAMAGES AND LOSS FROM USE OF, OR INABILITY TO USE, THE LICENSED MATERIAL OR SERVICES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US OR OUR AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY OF YOUR ANSWERS TO ANY QUESTIONS PRESENTED THROUGH THE APP. BY PROVIDING YOU ACCESS TO THE APP, WE IS NOT ENDORSING ANY THIRD-PARTY PRODUCTS OR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANYTHING PROVIDED BY OUR AUTHORIZED CHANNEL PARTNERS SEPARATELY OR IN CONJUNCTION WITH THE APP OR OTHER SERVICES PROVIDED BY US TO THE ENTERPRISE.
10 - LIMITATION OF LIABILITY
To the extent permitted by law, We shall in no event be liable for damages, losses, liabilities or claims, including, without limitation, those arising from: (i) any false or inaccurate information provided by You; (ii) property damage due to You or Your failure to perform Your obligations under this Agreement; (iii) resulting from a third-party’s illegal or unauthorized access to or use of the Device, Licensed Material or Services; and (iv) resulting from a third-party’s illegal interruption or suspension of transmission to or from a server or illegal or unauthorized access to or use of a server despite Our commercially reasonable measures to prevent such access.
10.1. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL WE, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, AND THIRD-PARTY LICENSORS OR SUPPLIERS BE LIABLE FOR PERSONAL INJURY, PROPERTY DAMAGE, OR ANY INCIDENTAL, SPECIAL, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, LOSS OF DATA, LOSS OF BUSINESS, LOSS OF ACTUAL OR ANTICIPATED PROFITS OR SAVINGS (INCLUDING LOSS OF CONTRACT), LOSS OF OPPORTUNITY, BUSINESS INTERRUPTION OR ANY OTHER PECUNARY OR COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE LICENSED MATERIAL OR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, INCLUDING NEGLIGENCE OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2. WE DISCLAIM ANY AND ALL LIABILITY WITH RESPECT TO ANY ACTIONS OR OMISSIONS TAKEN BY YOU OR THE ENTERPRISE RELATED TO YOUR OR THE ENTERPRISE’S USE OF THE APP, INCLUDING BUT NOT LIMITED TO YOUR OR THE ENTERPRISE’S RELIANCE THE APP AS MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT, AND ANY RESULTING CONSEQUENCES OF SUCH RELIANCE.
10.3 IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW) EXCEED THE AMOUNT OF FIFTY US DOLLARS ($50.00). THE FOREGOING LIMITATION WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS ITS ESSENTIAL PURPOSE OR IS DECLARED INVALID OR INAPPLICABLE.
10.4. Any failure by Us to enforce this Agreement or any part hereof shall not mean a waiver of Our right to do so.
11 - EXPORT CONTROL
You may not use or otherwise export or re-export the Licensed Material or Services except as authorized by applicable law. By using the Licensed Material or Services, You represent and warrant that You are not located or use the Services in any country to which export or re-export is prohibited under applicable law (such as a country subject to U.S. Government embargo) and that You are not listed on any U.S. Government, EU, UN or any other relevant government list of prohibited or restricted parties and will not export or resell the Licensed Material to any such targeted person, or without any required export licenses and approvals. You also agree that You will not use the Licensed Material or Services for any purposes prohibited by law and in no event will be used for the development, design, manufacture or production of nuclear missiles, or chemical or biological weapons.
12 - NOTICES AND AMENDMENT OF TERMS AND CONDITIONS
12.1. Amendments - We may amend this Agreement at Our discretion. If We consider the changes to be material, You will be notified of such changes through the Services or Enterprise. By continuing to use the Licensed Material or Services after such notification, You expressly acknowledge and accept the changes. 12.2. Changes to Agreement - You must agree to the changes to this Agreement if You are to continue to receive the Services. If You do not agree to the changes in this Agreement and such non-agreement affects Our possibility to provide the Licensed Material or Services, We may terminate this Agreement and Your license to receive the Services.
13 - ASSIGNMENT
We may assign all or part of its rights and obligations under this Agreement to any company or companies part of the ASSA ABLOY group.
14 - GOVERNING LAW
This Agreement is governed by the laws of the State of Texas, without regard to choice or conflict of law principles.
15 - CONTACT DETAILS
HID Global Corporation, [email protected].
16 - THIRD-PARTY BENEFICIARY
If You are acquiring this App from the Apple App Store, You acknowledge and agree that Apple and Apple's subsidiaries, are third-party beneficiaries of this Agreement, and that Apple will have the right (and You will be deemed to have accepted the right) to enforce this Agreement against You as a third-party beneficiary thereof. Version dated August 4, 2020