HID® Global Professional Services Terms and Conditions

HID GLOBAL PROFESSIONAL SERVICES
TERMS AND CONDITIONS

(Version October 2020)

UNLESS A SEPARATE WRITTEN AGREEMENT IS CURRENTLY IN FORCE BETWEEN PURCHASER AND HID WITH RESPECT TO THE SUBJECT MATTER SET FORTH HEREIN, THESE TERMS AND CONDITIONS (“TERMS”) APPLY TO PROFESSIONAL SERVICES.

HID’S OFFER IS CONDITIONED UPON ACCEPTANCE BY PURCHASER OF THESE TERMS, INCLUDING ANY ADDITIONAL TERMS REFERENCED HEREIN. HID REJECTS ANY PURCHASER TERMS THAT ADD TO, VARY FROM, OR CONFLICT WITH THESE TERMS. HID’S FAILURE TO OBJECT TO PURCHASER TERMS CONTAINED IN ANY COMMUNICATION FROM PURCHASER (INCLUDING, BUT NOT LIMITED TO, AN ORDER) IS NOT A WAIVER OF THIS PARAGRAPH.

IF PURCHASER IS A CHANNEL PARTNER, PURCHASER’S RESALE OF ANY PROFESSIONAL SERVICES IS FURTHER SUBJECT TO THE TERMS OF THE RESELLER AND/OR PARTNER AGREEMENT BETWEEN PURCHASER AND HID, IF ANY (“PARTNER AGREEMENT”) AND COMPLIANCE WITH THE CODE OF CONDUCT – BUSINESS PARTNERS OF HID’S PARENT COMPANY, ASSA ABLOY AB, LOCATED AT: HTTPS://WWW.HIDGLOBAL.COM/SALES-POLICY. IN THE EVENT OF A CONFLICT BETWEEN THE PARTNER AGREEMENT AND THESE TERMS AS IT RELATES TO THE PURCHASE OF PROFESSIONAL SERVICES, THE PARTNER AGREEMENT SHALL GOVERN. ON ANY PROMISE, STATEMENT OR REPRESENTATION MADE OR GIVEN BY OR ON BEHALF OF HID WHICH IS NOT SET OUT IN THESE TERMS.

PURCHASER ACKNOWLEDGES AND AGREES PURCHASER HAS NOT RELIED ON ANY PROMISE, STATEMENT OR REPRESENTATION MADE OR GIVEN BY OR ON BEHALF OF HID WHICH IS NOT SET OUT IN THESE TERMS. HID RESERVES THE RIGHT TO AMEND THESE TERMS FROM TIME TO TIME WHICH SHALL THEREAFTER APPLY TO ALL SUBSEQUENT ORDERS.

FOR CLARITY, THIS AGREEMENT DOES NOT GOVERN THE SALE OR USE OF ANY OTHER PRODUCTS OR SERVICES. SUCH PRODUCTS AND SERVICES ARE GOVERNED BY THE APPLICABLE TERMS LOCATED AT: HTTPS://WWW.HIDGLOBAL.COM/SALES-POLICY.

1. Definitions.

“Agreement” means these Professional Services Terms and Conditions, together with any SOW. In the event of a conflict between these Professional Services Terms and Conditions and the applicable SOW, the applicable SOW shall govern.

“Affiliate” or “Affiliates” means entities which are controlled by a party, which controls a party or which is under common control with a party, where "control" means the direct or indirect ownership of at least fifty percent (50%) of the shares or interests entitled to vote for the directors thereof or the equivalent, so long as such control exists.

“Channel Partner” means an entity that HID has authorized as a “reseller” of the Professional Services.

“Custom Professional Services” means Professional Services engagements that are NOT comprised of commercial off-the-shelf scope of work, as set forth in the applicable SOW.

“Documentation” means the guides and manuals for use with the Services, which are customarily supplied by HID to its customers.

“End Customer” means Purchaser or, if Purchaser is a Channel Partner, the end customer to which the Channel Partner sells the Professional Services, as applicable, for internal use by such party, and not for further resale.

“HID” means HID Global Corporation or the HID Global Corporation affiliated entity listed in the Order Acknowledgment.

“Intellectual Property” means worldwide common law and statutory rights associated with (a) patents and patent applications; (b) works of authorship, including mask work rights, copyrights, copyright applications, copyright registrations and “moral” rights; (c) the protection of trade and industrial secrets and confidential information; (d) all rights to registered and common law trademarks, trade names, trade dress, and service marks; (e) other proprietary rights relating to intangible intellectual property (including but not limited to designs, design rights, source codes, proprietary material, know-how, ideas, concepts, methods, techniques, rights in databases and all other intellectual property rights and rights of a similar character whether registered or capable of registration); (f) analogous rights to those set forth above; and (g) divisions, continuations, renewals, reissuances and extensions of the foregoing (as applicable) now existing or hereafter filed, issued or acquired.

“Order” means the purchase order(s) or other written document provided by Purchaser or mutually agreed by the parties.

“Order Acknowledgement” means a written confirmation notice (electronic or otherwise) that HID issues to Purchaser confirming acceptance of the Order and purchase of the Professional Services.

“Milestone Based Professional Services” means Professional Services delivered based on milestones, invoiced in arrears, as set forth in the applicable SOW.

“Purchaser” means the entity which has issued an Order for the Professional Services.

“SOW” means the applicable Statement of Work that describes the specific Professional Services to be performed by HID.

“HID Materials” means materials, equipment, documents and other property of HID.

“Standard Professional Services” means Professional Services engagements that are comprised of a commercial off-the-shelf scope of work with a standard part number.

“Subscription Based Professional Services” means Professional Services delivered for an annual fee, invoiced in advance, during the then-current subscription term, unless otherwise set forth in the SOW. For clarity, a subscription constitutes a commitment on the part of Purchaser to pay HID for the full subscription term.

“Time and Materials Based Professional Services” mmeans Professional Services delivered on a time and materials basis, as set forth in the applicable SOW.

2. Delivery and Acceptance.

  1. HID shall provide the Professional Services to Purchaser in accordance the applicable SOW. All Professional Services are subject to availability.
  2. For Standard Professional Services, Professional Services shall be deemed accepted at the time of delivery.
  3. For Custom Professional Services, End Customer shall have fourteen (14) calendar days from the date of delivery (the “Acceptance Period”) to examine and verify the Professional Services conform with the applicable SOW and confirm acceptance thereof. End Customer shall provide HID with a written acceptance of the Professional Services or a detailed statement of errors requiring correction within such Acceptance Period. The Professional Services will be deemed accepted if HID does not receive a written statement of errors within the Acceptance Period. If the Professional Services are to be incrementally delivered or otherwise completed in phases, each phase shall be independently accepted or deemed accepted (as appropriate).
  4. For clarity, Purchaser is responsible for all fees associated with any completed Professional Services and other accrued, but unpaid expenses, and HID is permitted to invoice as set forth in these Terms or the applicable SOW. If the Professional Services are terminated for any reason, HID is permitted to immediately invoice Purchaser for completed Professional Services.
  5. Unless otherwise specified in the Agreement, all dates and times for the provision of the Professional Services are estimates only and time shall not be of the essence for the performance of the Professional Services. HID shall not have any liability for delay or for any damages or losses sustained by Purchaser or End Customer as a result of such dates or times not being met.
  6. HID will not be responsible for the loss or corruption of any data or for any system outage. End Customer is responsible for creating backups of all data and scheduling system maintenance windows, as necessary for HID to perform the Professional Services.

3. Invoice and Payment – General.

The following section applies only to the Purchaser of the Services, unless otherwise set forth in the applicable SOW or Section 4 and 5 below:

  1. Invoices are payable within thirty (30) days from the date of invoice in the method and currency identified by HID in the invoice. All payments shall be invoiced and paid in full and are nonrefundable and non-creditable. No discount for early payment is authorized. Purchaser may not offset, defer or deduct any invoiced amounts that HID determined are not erroneous following such period. Invoices shall be deemed accepted by Purchaser upon receipt, unless Purchaser advises HID in writing of a material error within ten (10) days after receipt. For clarity, prepaid amounts are non-refundable. Notwithstanding anything to the contrary, Purchaser may be required to complete a credit application. HID reserves the right to extend credit to the Purchaser based upon credit determination. Specific financing arrangements will be considered on a case by case basis and the terms and conditions for such will be defined by HID and binding upon the Purchaser.
  2. Unless otherwise indicated, all prices are USD. Prices do not include, and Purchaser shall pay, any national, state, local, or international property, license, privilege, sales, use, excise, gross receipts, VAT, duty or other like taxes relating to the sale, delivery, receipt, payment for or use of the Services including any interest, penalty and additional tax or other charge related to delay or failure to pay such amount ("Taxes"). If HID is required to collect any Taxes for those payments made directly to HID such Taxes will be itemized separately on the invoice and paid by Purchaser. HID will accept a valid Tax exemption certificate from Purchaser, if applicable. If an exemption certificate previously accepted by Purchaser is not recognized by the relevant governmental taxing authority, Purchaser agrees to promptly reimburse HID for any Taxes covered by such exemption certificate which HID is required to pay.
  3. Any amount due by Purchaser hereunder which remain unpaid after the due date shall be subject to a late charge equal to 1.5% per month which interest will be immediately due and payable from the due date for payment until the date of actual receipt in cleared funds by HID. HID, without waiving other rights or remedies and without liability to Purchaser, may suspend or terminate and refuse additional orders until overdue amounts are fully paid by Purchaser.
  4. Except for Subscription Based Professional Services, Services must be scheduled by End Customer within one (1) year of the purchase date. The purchase date is the earlier of: (i) the effective date of mutually executed Order, if any; or (ii) the date of the Order Acknowledgment issued by HID. If not scheduled within this time period: (i) any pre-paid amounts for such services shall be forfeited; and/or (ii) Purchaser will provide recognition or write-off for any unpaid amounts, except in the event that the delay in scheduling was caused by HID. Nothing in this Section shall limit Purchaser’s obligation to pay for completed Services.

4. Time and Materials Based Professional Services.

If the applicable SOW indicates delivery of Time and Materials Based Professional Services, the following terms apply:

  1. Prices exclude travel related expenses, such as transport, meals and accommodation. Pre-engagement travel expenses presented to Purchaser by HID are estimates only. Purchaser will pay the reasonable travel, living, and out-of-pocket expenses incurred by HID. Invoices for such expenses are issued periodically based on expense reports.
  2. Billing for Time and Material Based Professional Services is based on delivered time according to time sheets periodically produced by HID. Days that are partially used will be rounded up to full Man-Days. A Man-Day is defined as eight (8) hours of work delivered.
  3. Time and Materials Based Professional Services may be billed either: (i) in arrears; or (ii) in advance for: (a) a set number of Man-Days; or (b) as a retainer, as set forth in the applicable SOW. Once a retainer or a set number of Man-Days is depleted, a new SOW is required.

5. Subscription Based Professional Services.

The following terms apply to Subscription Based Professional Services:

  1. The applicable SOW sets forth the scope of Professional Services available to End Customer.
  2. Upon expiration of the initial subscription term for the Professional Services, each End Customer’s access to the Professional Services will automatically renew for the same term as initially ordered unless either party gives written notice of non-renewal at least thirty (30) days in advance of the renewal date. Purchaser agrees to pay the fee applicable to any automatically renewed Professional Services. These Terms will continue to govern purchase of the Professional Services for any subsequent subscription term.
  3. Purchases of additional users, locations, instances, or other add-ons during the then-current subscription term may require additional Professional Services, such Professional Services will be priced at the prevailing rate at the time of order.
  4. Billing for Subscription Based Professional Services will commence at the beginning of the then-current subscription term. The initial subscription start date and term will be set forth in the applicable SOW. HID fees for the Subscription Based Professional Services may be increased upon expiration of the then-current subscription term.

6. Assumptions.

  1. Professional Services are limited to the deliverables outlined in the applicable SOW. Professional Services required in addition to the agreed deliverables are subject to a new Professional Services engagement and SOW.
  2. The Professional Services will be delivered either remotely or in a specified geographic location, both as set forth in the applicable SOW. Work that does not practically require onsite presence at the End Customer’s site will be carried out at HID premises.
  3. Working hours are between 09:00 and 18:00 on Mondays to Fridays, excluding public holidays where the work is performed. Work required during non-working times and public holidays must be approved by HID, pre-negotiated, scheduled, and may incur additional costs.

7. End Customer Obligations.

In additional to those obligations set forth in the applicable SOW, the following End Customer obligations must be met. If Purchaser is a Channel Partner, Purchaser is responsible for End Customer’s compliance with these obligations. Inability of End Customer to fulfill these obligations may, in HID’s sole discretion, result in: (i) HID’s inability to perform the Professional Services; or (ii) an increase in the fees associated with the Professional Services. Purchaser agrees to pay any additional fees incurred due to End Customer’s failure to fulfill these obligations, which shall be billed on a time and materials or expenditure basis.

End Customer will:

  • co-operate with HID in all matters relating to the provision of the Professional Services;
  • co-operate with the use of existing tools used by HID to perform the Professional Services;
  • appoint an internal business sponsor (“End Customer Contact”) who will remain engaged in an oversight capacity for the duration of the deployment, providing a point of escalation and resolution for issues and risks to timely successful deployment. The End Customer Contact must be empowered to make business decisions regarding the deployment of the solution and to facilitate the provision of necessary server infrastructure, access to systems and third-party system interfaces, where these are critical to the overall project timeline;
  • commit the necessary resources to the Professional Services engagement, such as security personnel, IT & network support, application documentation, interfaces to LDAP and other systems/APIs when required and must ensure their availability throughout the implementation, as applicable to the Professional Services;
  • provide HID, its employees, agents, consultants and subcontractors (“HID Representatives”), with access to the End Customer's premises, office accommodation and other facilities as reasonably required by HID to provide the Professional Services;
  • provide a safe working environment for the performance of the Professional Services;
  • comply with the required hardware, software, IT, and network requirements and responsibilities in accordance with the required deadlines for the installation, and configuration of the accompanying software product, if any;
  • provide HID with such information and materials as HID may reasonably require in order to supply the Professional Services, and ensure that such information is complete and accurate in all material respects;
  • obtain and maintain all necessary licenses, permissions and consents which may be required for HID to provide the Professional Services before the date on which the Professional Services are to start;
  • keep all HID Materials at the End Customer's premises in safe custody at its own risk, maintain the HID Materials in good condition until returned to HID, and not dispose of or use the HID Materials other than in accordance with the written instructions or authorization of HID;
  • make appropriate system maintenance windows available for HID Representatives as needed and requested by HID to prepare for the Professional Services engagement;
  • if the performance of any Professional Services requires electronic or network transfer of data, provision and enable any network components or services required to facilitate the transfer; and
  • be responsible for all network connectivity, performance, and configuration issues.

End Customer must also comply with any additional End Customer obligations as set out in the applicable SOW.

8. End Customer Default.

If HID’s performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by the End Customer or failure by the End Customer to perform any relevant obligation (“End Customer Default”):

  1. without limiting or affecting any other right or remedy available to it, HID shall have the right to suspend performance of the Professional Services until End Customer Default is remedied, and to rely on the End Customer Default to relieve it from the performance of any of its obligations in each case to the extent the End Customer Default prevents or delays HID’s performance of any of its obligations;
  2. HID shall not be liable for any costs or losses sustained or incurred by the Purchaser or End Customer arising directly or indirectly from HID’s failure or delay to perform any of its obligations herein as a result of an End Customer Default; and
  3. the Purchaser shall reimburse HID on written demand for any costs or losses sustained or incurred by HID arising directly or indirectly from the End Customer Default.

9. Warranty and Disclaimer of Warranties.

  1. HID warrants that the Professional Services will be of a professional quality conforming to generally accepted industry standards and practices. THE WARRANTY AND CONDITIONS INDICATED ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND THOSE ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR FROM USAGE OF TRADE. . EXCEPT AS OTHERWISE SET FORTH HEREIN, THE PROFESSIONAL SERVICES PERFORMED AND ANY ITEMS FURNISHED UNDER ANY SOW, INCLUDING BUT NOT LIMITED TO DATA, REPORTS, DOCUMENTATION, SCRIPTS AND SOFTWARE, AND ANY RECOMMENDATIONS OR CONCLUSIONS CONTAINED THEREIN, ARE PROVIDED ON AN “AS IS” BASIS WITH NO WARRANTIES OR REPRESENTATIONS OF ANY KIND. ANY SOURCE CODE PROVIDED HEREUNDER IS PROVIDED “AS-IS” WITH NO WARRANTY UNLESS OTHERWISE SET FORTH IN THE APPLICABLE SOW. HID PROVIDES NO WARRANTY WITH RESPECT TO ANY THIRD-PARTY PRODUCTS, SERVICES, MATERIALS OR SOLUTIONS.
  2. NOTWITHSTANDING ANY CONTRARY TERMS IN ANY CONTRACT DOCUMENT, IF END CUSTOMER REQUESTS HID TO PERFORM WORK ON SOFTWARE OR HARDWARE, END CUSTOMER REPRESENTS AND WARRANTS THAT IT HAS THE RIGHT TO DO SO AND AGREES TO DEFEND, HOLD HARMLESS AND INDEMNIFY HID AND ITS AFFILIATES, OFFICERS, DIRECTORS, THIRD-PARTY SERVICE PROVIDERS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LIABILITIES, LOSSES AND EXPENSES (INCLUDING REASONABLE ATTORNEY'S FEES) ASSERTED BY A THIRD PARTY (INCLUDING, WITHOUT LIMITATION, A LICENSOR OF THAT SOFTWARE OR HARDWARE) BASED ON OR ARISING OUT OF ALLEGED OR ACTUAL INFRINGEMENT OR OTHER VIOLATION BY HID OR END CUSTOMER OF THAT THIRD PARTY'S RIGHTS.

10. HID Assigned Personnel.

Neither HID nor HID Representatives are or shall be deemed employees of Purchaser or End Customer. HID reserves the right to determine, replace or assign any HID Representatives designated to perform the Professional Services. HID reserves the right to use subcontractors in those roles it deems appropriate. During the term of the applicable SOW and for twelve (12) months afterward, Purchaser will not, except by general advertisement or with written consent, solicit for employment or employ HID’s employees and HID Representatives associated with the applicable SOW.

11. Change Management Process.

The parties may request, in writing, additions, deletions, or modifications to the Professional Services described in the applicable SOW (“Change Request”). Change Requests may delay completion of the Professional Services. No change to the applicable SOW shall be made unless it is accepted by HID. Change Requests originated by End Customer or Purchaser may result in increased or decreased price and delivery time and HID must agree to such changes in writing before they become effective.

12. Intellectual Property and Proprietary Rights.

  1. HID shall own all right, title and interest in and to all Intellectual Property arising from the SOW or HID’s provision of Professional Services hereunder. No aspect of the Professional Services provided hereto shall be deemed to constitute a “work for hire.” Notwithstanding the foregoing, HID hereby grants to End Customer, unless otherwise agreed in writing by the parties, a perpetual, revocable, worldwide, royalty-free, non-exclusive, right and license to use, execute and copy, the Intellectual Property owned by HID and embodied in or necessary to use the Professional Services provided pursuant to the SOW.
  2. Notwithstanding anything to the contrary, if End Customer is obtaining source code, as specifically set forth in the applicable SOW, in addition to other rights explicitly granted to End Customer, End Customer obtains the right to modify and prepare derivative works (the “Derivative Works”) from the deliverables, including any source code included therein, only in accordance and for the purpose outlined in the applicable SOW. End Customer may not use any source code provided by HID for any other internal or commercial purpose. End Customer further agrees as partial, material consideration for the rights granted to End Customer under this Section, End Customer and its Affiliates covenant not to assert any claims against HID or any of its Affiliates, officers, directors, employees, agents, licensees, resellers or distributors alleging Intellectual Property infringement based on inventions or Intellectual Property embodied in any Derivative Works developed using the source code provided.

13. Insurance.

Both parties hereby acknowledge and agree that each party is responsible for maintaining adequate insurance to protect themselves from the following: (a) claims and/or workers compensation or state disability acts; (b) claims for damages because of bodily injury, sickness, or death of any of its employees or any other person which arise out of any negligent act or omission of such party, its employees or agents, if any; and (c) claims for damages because of injury to or destruction of tangible property, including loss of use resulting therefrom, which arise from any negligent act or omission of such party, its employees or agents, if any.

14. Confidentiality.

HID and Purchaser acknowledge that each party may have access to certain of the other party’s confidential and proprietary information and the confidential and proprietary information of End Customer in connection with the performance of the Professional Services (the “Confidential Information”). Each party will take all reasonable precautions necessary to safeguard Confidential Information, including those taken by such party to protect its own confidential information of a similar nature. Each party will use the other party’s and End Customer’s Confidential Information solely to fulfill the purposes of the Agreement. Neither party will have any confidentiality obligation with respect to any portion of the Confidential Information that (i) it independently develops without reference to the Confidential Information, (ii) it lawfully obtains from a third party under no obligation of confidentiality or (iii) becomes available to the public other than as a result of its act or omission. Because of the unique nature of the Confidential Information, each party agrees that the disclosing party may suffer irreparable harm in the event the recipient fails to comply with its confidentiality obligations under the Agreement, and that monetary damages may be inadequate to compensate the disclosing party for such breach. Accordingly, the recipient agrees that the disclosing party will, in addition to any other remedies available to it at law or in equity, be entitled to seek injunctive relief to enforce such confidentiality obligations.

15. Limitation of Liability.

IN NO EVENT SHALL HID OR ITS AFFILIATES OR THIRD-PARTY SERVICE PROVIDERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO PURCHASER FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF PROFESSIONAL SERVICES PROVIDED HEREUNDER (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS, LOSS OF DATA OR DATA BREACH, GOODWILL, ANTICIPATED SAVINGS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE), EVEN IF HID OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL HID’S AGGREGATE LIABILITY FOR DAMAGES UNDER THE AGREEMENT EXCEED: (i) FOR MILESTONE BASED OR TIME AND MATERIALS BASED PROFESSIONAL SERVICES, THE AMOUNT PAID BY PURCHASER FOR THE PROFESSIONAL SERVICES AT ISSUE; (ii) FOR SUBSCRIPTION BASED PROFESSIONAL SERVICES, THE AMOUNT PAID BY PURCHASER FOR THE PROFESSIONAL SERVICES AT ISSUE DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE CLAIM. In those jurisdictions that do not allow the exclusion or limitation of damages, HID’s liability shall be limited or excluded to the maximum extent allowed within those jurisdictions.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, IF END CUSTOMER PURCHASES PROFESSIONAL SERVICES THROUGH A CHANNEL PARTNER, HID SHALL HAVE NO DIRECT LIABILITY TO END CUSTOMER FOR ANY DAMAGES WHATSOEVER.

16. Compliance with Laws.

  1. If Purchaser is a Channel Partner, Purchaser shall obtain any and all permits, licenses, authorizations and/or certificates that may be required in any jurisdiction or by any regulatory agency in connection with the conduct of its business and the distribution or sale of the Professional Services and deliverables, if so authorized.
  2. Each party shall comply with all applicable laws, ordinances, rules and regulations, and shall obtain any and all permits, licenses, authorization, and/or certificates that may be required in any jurisdiction or any regulatory or administrative agency in connection with the sale, use and/or operations of Professional Services and deliverables or other technology HID makes available, including but not limited to laws and regulations applicable to: (i) the import and export of the Professional Services and deliverables; (ii) the U.S. Foreign Corrupt Practices Act, the UK Bribery Act or any other laws or regulations regarding corruption or bribery; or (iii) the use of deceptive or misleading practices. Without limiting the generality of the foregoing, Purchaser shall comply with all laws and regulations on data privacy, international communications, and the exportation of technical or personal data.
  3. The Professional Services and deliverables or other technology HID makes available may be subject to export laws and regulations of the United States and other jurisdictions. Purchaser agrees to comply strictly with all export laws and regulations. Purchaser shall not permit access or use of any Professional Services and deliverables, or other technology HID makes available, to any person or entity that is the target of sanctions or in an embargoed country that would prohibit such access or in any violation of any export law or regulation. Embargoed countries and sanctions lists are subject to change without notice, and Purchaser must comply with the lists as they exist in fact. Purchaser certifies that neither Purchaser nor any End Customers or other Downstream Parties are listed on any blocked, denied, sanctioned or debarred persons or entity list, including, without limitation, the: (i) Consolidated Screening List maintained by the U.S. Department of Commerce's International Trade Administration (available at https://www.trade.gov/consolidated-screening-list); (ii) Consolidated Sanctions List maintained by the U.S. Department of the Treasury Office of Foreign Assets Control (available at https://sanctionssearch.ofac.treas.gov/); (iii) Consolidated List of Financial Sanctions Targets maintained by the Office of Financial Sanctions Implementation of Her Majesty’s Treasury of the United Kingdom (available at https://sanctionssearch.ofsi.hmtreasury.gov.uk/); (iv) UK Sanctions List maintained by the Foreign and Commonwealth Office of the United Kingdom (available at https://www.gov.uk/government/publications/the-uk-sanctions-list); or (v) any similar list maintained by any government authority. For more information on export restrictions for Professional Services and deliverables, Documentation and technical data, please contact the HID Legal Department at [email protected].

17. General.

  1. Nothing in the Agreement is intended to create a partnership, franchise, joint venture, agency, or a fiduciary or employment relationship. Neither party may bind the other party or act in a manner which expresses or implies a relationship other than that of independent contractor. Except as otherwise set forth herein, each party shall bear its own costs and expenses in performing the Agreement.
  2. HID shall not be considered in default of performance of its obligations under the Agreement if performance of such obligations is prevented or delayed by any circumstances not within HID’s reasonable control including, but without limitation: pandemics and any associated travel restrictions or advisories of relevant governmental and global authorities (such as the World Health Organization) prohibiting or restricting (or recommending the prohibition or restriction of) the movement of persons or goods or the closure of or restricted operation of facilities, acts of God, fire, explosion, flood, storm, terrorist attack, civil war, commotion or riots, war (or threat of war), imposition of sanctions, embargoes or acts of government (including without limitation failure or delay to obtain export licenses), labor disputes, failure or delay of transportation, vendors or subcontractors, HID’s inability to enter premises to fulfill its obligations under the Agreement when applicable, or any other similar cause or causes beyond the reasonable control of HID. Time of performance of HID’s obligations hereunder shall be extended by the time period reasonably necessary to overcome the effects of such force majeure occurrences.
  3. The Agreement shall be construed in accordance with the governing law and jurisdiction set forth in the following table:

    Region of HID Contracting Entity Choice of Law Jurisdiction
    Argentina Argentina Argentina
    Australia & New Zealand Australia, State of Victoria Victoria, Australia
    Brazil Brazil Brazil
    EMEA Ireland Galway, Ireland
    England & Wales England & Wales London, England
    Asia Pacific Region Singapore Singapore
    United States, Canada, & Mexico USA, State of Texas or New York Travis County, Texas, USA or New York, New York, USA

    The parties hereby irrevocably waive any and all rights to trial by jury in any legal proceedings arising out of or related to the Agreement or the transactions contemplated hereby. The provisions of the United Nations Convention on Contracts for the International Sale of Goods will not apply to the Agreement or any Order issued hereunder.

  4. The Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, no right or obligation of Purchaser under the Agreement shall be assigned, delegated or otherwise transferred, whether by agreement, operation of law or otherwise, without HID’s prior express written consent, and any attempt to assign, delegate or otherwise transfer any of Purchaser’s rights or obligations without HID’s consent shall be void. Notwithstanding the foregoing, however, (i) HID may assign the Agreement to a successor in interest (or its equivalent) of all or substantially all of its relevant assets, whether by sale, merger, or otherwise; and (ii) HID may assign the Agreement to any of its Affiliates.
  5. For legal notices to Purchaser, HID will provide Purchaser with any legal notices by certified or registered mail, express mail, or overnight delivery service or email address Purchaser provided on the applicable Order. Purchaser is responsible for keeping its mailing and email address current with HID. For legal notices to HID, notices to HID shall be made in writing and shall be given or made by means of certified or registered mail, express mail or other overnight delivery service, or hand delivery, proper postage or other charges paid and addressed or directed to the respective parties as follows: HID Global Corporation, 611 Center Ridge Drive, Austin, TX 78753, Attention: Legal Department.
  6. If any provision of the Agreement shall be held by a court of competent jurisdiction to be contrary to law or public policy the remaining provisions shall remain in full force and effect.
  7. No term or provision hereof shall be deemed waived and no breach consented to or excused, unless such waiver, consent or excuse shall be in writing and signed by the party claimed to have waived or consented. Should either party consent, waive, or excuse a breach by the other party, such shall not constitute consent to, waiver of, or excuse of any other different or subsequent breach whether or not of the same kind as the original breach.
  8. The Agreement is the entire understanding and agreement between the parties hereto with respect to the subject matter of the Agreement and merges and supersedes all prior communications, understanding and agreements, written or oral, and no amendments shall become effective without written agreement signed by the parties hereto.