HID Global Software-as-a-Service Terms and Conditions

HID GLOBAL SOFTWARE-AS-A-SERVICE
TERMS AND CONDITIONS

UNLESS A SEPARATE WRITTEN AGREEMENT IS CURRENTLY IN FORCE BETWEEN YOU AND HID WITH RESPECT TO THE SUBJECT MATTER SET FORTH HEREIN, THESE TERMS AND CONDITIONS APPLY TO HID’S OFFER FOR SALE THE HID SOFTWARE-AS-A-SERVICE (EACH A “SERVICE”), ACCOMPANYING SOFTWARE (IF ANY), AND ANY RELATED SUPPORT SERVICES (“HID OFFERINGS”). FOR CLARITY, THIS AGREEMENT DOES NOT GOVERN THE SALE OR USE OF PROFESSIONAL SERVICES.

HID’S OFFER IS CONDITIONED UPON AND CAN ONLY BE ACCEPTED BY PURCHASER UPON ACCEPTANCE OF THESE TERMS AND CONDITIONS, INCLUDING ANY ADDITIONAL TERMS REFERENCED HEREIN. WITH RESPECT TO ANY PURCHASER TERMS THAT ADD TO, VARY FROM, OR CONFLICT WITH THESE TERMS AND CONDITIONS, HID HEREBY OBJECTS TO AND REJECTS SUCH TERMS. HID’S FAILURE TO OBJECT TO PROVISIONS CONTAINED IN ANY COMMUNICATION FROM YOU (INCLUDING, BUT NOT LIMITED TO, A PURCHASE ORDER) WILL NOT BE A WAIVER OF THE PROVISIONS HEREOF.

YOU ACKNOWLEDGE AND AGREE YOU HAVE 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.

1. Definitions

“Agreement” means, collectively, all terms and conditions between HID and Purchaser governing purchase of the HID Offerings, including these Terms and Conditions and, if Purchaser is the End Customer, the applicable Terms of Service.

“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 HID Offerings.

“Purchaser” means the entity which has issued an Order for the HID Offerings.

“Documentation” means the guides and manuals for use with the HID Offerings, 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 HID Offerings, as applicable, for internal use by such party, and not for further resale.

“Intellectual Property Rights” 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 setting forth the HID Offerings to be purchased. The Order shall contain, at a minimum: Purchaser’s registered and billing address(es); the End Customer (if different from Purchaser); part number, description and quantity being ordered and the effective date for beginning of the then-current subscription term. Provided, however, Orders for certain Services may be submitted by the End Customer through the Service, subject to the terms of Section 2(b), below.

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

“Quote” means the HID-issued written quotation or proposal for the HID Offerings, if any.

“Service Level Agreement” means the Service-specific Service Level Agreement, if any, located at: https://www.hidglobal.com/legal/saas-service-level, as may be amended from time to time. The applicable Service Level Agreement is hereby incorporated into the Agreement by reference. For clarity, not all Services have a Service Level Agreement.

“Support Services” means the provision of maintenance and support included with the Service or purchased separately, as applicable. Support Services are provided in accordance with the applicable terms located at: https://www.hidglobal.com/support as may be amended from time to time.

“HID” means the Affiliate of HID Global Corporation listed in the Order Acknowledgment.

“Terms of Service” means the Service-specific Terms of Service, as may be amended from time to time by HID. The Terms of Service are between HID and the End Customer and are presented to the End Customer for acceptance either during a trial or evaluation of the Service and/or at the time of first access to the Service by End Customer’s service administrator. Notwithstanding, if Purchaser is a Channel Partner acting as an account administrator or otherwise setting up the End Customer account or provisioning the HID Offerings directly to End Customer, Purchaser agrees to bind End Customer to terms substantially similar to those set forth at: https://www.hidglobal.com/legal/saas-terms-service.

2. Order Process

  1. Orders placed by Purchaser are firm and binding on Purchaser once accepted in writing by HID.
  2. If Purchaser is a Channel Partner, Purchaser must approve and validate any Order submitted by End Customer through the Service, including the relevant subscription term and other details, prior to End Customer’s account activation. For clarity, Orders submitted through the Service are considered “placed” either: (i) when End Customer submits the Order through the Service, if Purchaser is the End Customer; or (ii) when Purchaser approves and validates the Order submitted by the End Customer through the Service, if Purchaser is a Channel Partner.
  3. An Order shall not be valid and binding upon HID unless and until all the information required by HID has been provided and accepted. After an Order has been accepted by HID, Purchaser may request changes in writing to term, specification, or quantity, provided such changes are accepted by HID in an Order Acknowledgment. In such an event, at HID’s request, the Order shall be amended in writing by Purchaser to reflect such changes. Orders may not be cancelled, suspended, or changed by Purchaser without the prior written consent of HID
  4. No Order shall be deemed to be accepted by HID until an Order Acknowledgement is provided by HID. HID reserves the right to accept or reject any Order or a Quote signed by Purchaser at any time, without liability of any kind.
  5. From a payment and invoicing perspective, unless otherwise agreed in signed writing by the parties, Service commencement shall begin on the date of issuance of the Order Acknowledgment, regardless of the timeline of any professional services.
  6. Service upgrade (“Upgrade Order”) or additional users (“Add-on Order”) requested during a subscription term may require a new Order placed by the Purchaser. Unless otherwise specified herein, any Add-on Order or Upgrade Order will co-terminate with the then-current subscription term for the applicable Services.
  7. End Customer may not resell any HID Offerings. The term “resell” or “resale” shall include any resale, lease, license, sublicense or other transfer or delivery of the HID Offerings.

3. Payment Terms

  1. Prices will be as set forth in the applicable Order Acknowledgment. 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.
  2. 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 HID Offerings 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. If Purchaser fails to pay the price or any other amount due and payable hereunder, no right to use the HID Offerings shall pass from HID to End Customer. 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. HID fees for the HID Offerings may be increased upon expiration of the then-current subscription term. HID will provide Purchaser with sixty (60) days advance notice of any price increase. Purchases of additional Service users, locations, instance, or other add-ons during the then-current subscription term will be priced at the prevailing rate at the time of order.

4. Terms of Service and End Customer Accounts.

Use rights and restrictions are limited to those expressly granted by the applicable Terms of Service. Except with respect to Section 9, 10, and 11, in the event of a conflict between these Terms and Conditions and the terms of the Terms of Service, the Terms of Service shall govern with respect to the subject matter contained therein. If Purchaser is a Channel Partner, Purchaser shall ensure that each End Customer is identified and has an isolated and dedicated account for each sale of Services and Purchaser shall not combine data from multiple End Customers into a single account.

5. Service Level Agreement.

HID will provide service levels and service credits pursuant to the applicable Service Level Agreement. If Purchaser is a Channel Partner, Purchaser agrees to honor any service level credits provided by HID to End Customers, including those credits towards future purchases of the Service. If an End Customer over-uses the Services in excess of the terms in the Order Acknowledgment, HID may, in its sole discretion, either restrict Purchaser from registering such excess end users or invoice Purchaser for any such excess usage retroactive to the date of first excess usage.

6. Intellectual Property and Proprietary Rights.

The Agreement shall not be considered to be a sale of any Intellectual Property Rights or other proprietary interests embodied in the HID Offerings, the Documentation or any component thereof (or any copy, derivative work, upgrade, Update, improvement or modification thereof), and nothing herein shall be deemed to establish or imply that any rights and/or license granted is a conveyance of any underlying Intellectual Property Rights. HID, its suppliers and service providers retain all right, title and interest in the HID Offerings and associated Documentation, and all Intellectual Property Rights embodied therein or relating thereto. Purchaser agrees to maintain the copyright, patent, trademark and other notices that appear on the Documentation. All rights not expressly granted under the Agreement are reserved by HID. There are no implied rights.

7. Confidentiality.

HID and Purchaser acknowledge that each party may have access to certain of the other party’s confidential and proprietary information in connection with the performance of the Agreement (the “Confidential Information”). Each party will take all reasonable precautions necessary to safeguard the confidentiality of the other party’s 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 Confidential Information solely to fulfill the purposes of the Agreement. Neither party will have any confidentiality obligation with respect to any portion of the other party’s 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.

8. Hardware

HID may separately sell Purchaser certain hardware that can be used in conjunction with the Service. Such hardware is sold pursuant to the HID Global Corporation General Sales Policy available at: https://www.hidglobal.com/sales-policy as may be amended from time to time.

9. Limited Warranty and Disclaimers

  1. HID represents and warrants that HID has the right and power to enter into the Agreement and grant the rights set forth herein. Subject to the conditions and limitations of liability stated herein, HID warrants the HID Offerings will materially conform to HID’s then current published Documentation under normal use. HID’s sole and exclusive obligation and Purchaser’s sole and exclusive remedy for a breach of the foregoing limited warranty shall be the applicable Service Level Credits provided pursuant to the applicable Service Level Agreement(s).
  2. To the extent software is provided for use in conjunction with the Service, any warranties applicable to such software are limited to those set forth in the applicable Terms of Service (and any End User License Agreements incorporated therein). Any such warranty extends only to the End Customer.
  3. EXCEPT AS EXPRESSLY SET FORTH HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, HID, ITS AFFILIATES AND ITS THIRD PARTY SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. HID DOES NOT WARRANT THAT THE HID OFFERINGS MEET PURCHASER'S REQUIREMENTS, OR THAT THE OPERATION OF ANY OF THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, WITHOUT DOWNTIME, WITHOUT DATA LOSS, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. FURTHERMORE, NEITHER HID NOR ITS THIRD-PARTY SERVICE PROVIDERS WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE PERFORMANCE OR THE RESULTS OF THE USE OF THE HID OFFERINGS OR DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY HID OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. The foregoing limitations and exclusions apply to the extent permitted by applicable law in Purchaser’s jurisdiction. If applicable law limits the application of the provisions of this Section, HID’s liability will be limited to the maximum extent permissible.

10. Indemnification

  1. Each party shall defend, at its expense, and indemnify the other party, from and against any losses, costs or damages arising from any claims filed by third parties relating to, arising out of or resulting from gross negligence, fraud, or willful misconduct in connection with the Agreement.
  2. Purchaser shall defend, indemnify, and hold HID, its affiliates, officers, directors, third party service providers, and employees, harmless from and against any and all claims, damages, losses, costs or other expenses (including reasonable attorneys' fees) that arise directly or indirectly out of breach of Sections 12(b) or (c).
  3. If Purchaser is a Channel Partner, Purchaser shall further defend, indemnify, and hold HID, its affiliates, officers, directors, third party service providers, and employees, harmless from and against any and all claims, damages, losses, costs or other expenses (including reasonable attorneys' fees) that arise directly or indirectly out of: (i) sale of the HID Offerings pursuant to no terms and/or conditions or terms and/or conditions less protective of HID, the HID Offerings, and the Intellectual Property Rights than those set forth in the Agreement; or (ii) HID’s suspension, cancellation, or termination of End Customer(s) right to use the HID Offerings at Purchaser’s request or due to non-payment or insolvency by Purchaser.
  4. HID will defend, hold harmless, and indemnify Purchaser from a claim against Purchaser by a third party that the HID Offerings used within the scope of the Agreement infringes a third party copyright or patent (a “Claim”) and will pay for all costs and damages, and expenses finally awarded by a court of competent jurisdiction or agreed to in a settlement of such a Claim. HID shall have no obligation to Purchaser under this Section for any claim of infringement to the extent based in whole or in part on: (i) alterations or modifications to the HID Offerings not made by HID; or (ii) combination or use of the HID Offerings with products, services, or materials not provided by HID where the infringement would not have occurred but for combination of such products, services, or materials. In the event that HID anticipates that the HID Offerings may become subject to a Claim or the HID Offerings do become subject to a Claim, HID shall have, at its option and expense, the right to (i) obtain for Purchaser the right to continue using the HID Offerings; (ii) substitute the HID Offerings with other substantially similar offering; or (iii) terminate the End Customer’s use of the infringing portion of the HID Offerings. THIS SECTION SETS FORTH HID’S SOLE LIABILITY AND PURCHASER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT, INCLUDING A BREACH OF ANY REPRESENTATION OR WARRANTY RELATED THERETO.
  5. The indemnification obligations pursuant to Section Sections 10(b) and (c) will survive the expiration or termination of the Agreement. The indemnitee agrees to promptly notify the indemnitor, in writing, of any claim pursuant to this Section. The indemnitor shall have sole control of the defense of any such action (and all negotiations for its settlement or compromise). The indemnitee agrees to provide the indemnitor with all information and assistance reasonably required for the defense of the claim. No costs or any expense shall be incurred on the indemnitor’s account without indemnitor’s prior written consent.

11. Limitation of Liability.

IN NO EVENT SHALL HID OR ITS AFFILATES 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 SERVICES, HOSTING SERVICES, OR SUPPORT 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 THE AMOUNT PAID BY PURCHASER FOR THE HID OFFERINGS AT ISSUE DURING THE TWELVE 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.

12. Compliance with Laws

  1. Purchaser shall obtain any and all permits, licenses, authorizations and/or certificates that may be required in any jurisdiction or by any regulatory or administrative agency in connection with the conduct of its business and the distribution or sale of the HID Offerings, 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 HID Offerings or other technology HID makes available, including but not limited to laws and regulations applicable to: (i) the import and export of the HID Offerings; (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 HID Offerings 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 End Customer to access or use any HID Offerings or other technology HID makes available in an embargoed country that would prohibit such access or in any violation of any export law or regulation. Proscribed countries are subject to change without notice, and Purchaser must comply with the list as it exists in fact. Purchaser certifies that neither Purchaser nor any End Customers are on the U.S. Department of Commerce's Denied Persons List or affiliated lists or on the U.S. Department of Treasury's Specially Designated Nationals List or any such comparable lists by the government of the United Kingdom.

13. Term, Suspension and Termination

  1. Unless sooner terminated in accordance with other provisions of the Agreement, the Agreement will continue in full force and effect until all rights and duties have been completed, expired or terminated as set forth herein.
  2. The initial subscription term for use of the HID Offerings is set forth in the Order Acknowledgment. Upon expiration of the initial subscription term, each End Customer’s access to the 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 HID Offerings. These Terms will continue to govern purchase of the Service for any subsequent subscription term.
  3. If any amount owing by Purchaser is 30 or more days overdue to HID, HID may, without limiting HID’s other rights and remedies, suspend End Customers’ use of the HID Offerings. HID will give Purchaser at least 10 days’ prior notice prior to suspension. If Purchaser is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute, HID may not exercise the rights within this Section.
  4. Either party may terminate the Agreement if: (i) the other party files or has filed against it a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, or is adjudicated bankrupt; or (ii) makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, received, or custodian for a substantial part of its property.
  5. Upon the termination of the Agreement all rights and licenses granted hereunder shall cease and the Purchaser shall: (i) immediately pay all outstanding sums due to HID; and (ii) cease the use of the HID Offerings, or if Purchaser is a Channel Partner, have all End Customers cease use the HID Offerings. Following termination, the Agreement will continue to apply to all past use of the HID Offerings by End Customer.

14. Information Security.

HID will implement and maintain, and will require its subcontractors to implement and maintain, commercially reasonable security measures designed to meet the following objectives: (i) reasonably protect the security and confidentiality of End Customer data in the custody and under the control of HID; (ii) protect against known threats or hazards to the security or integrity of such data; (iii) protect against unauthorized access to or use of such data; and (iv) return or dispose of such data is performed in a manner consistent with HID’s obligations under items (i)-(iv) above. Purchaser acknowledges and agrees that it is commercially reasonable for HID to rely upon the security processes and measures utilized by HID’s cloud infrastructure providers. Further rights and obligations with respect to information security are contained in the Data Processing Terms incorporated in the applicable Terms of Service.

15. Miscellaneous.

  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: 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 or access Service instances 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. HID Offerings are provided with "Restricted Rights." Use, duplication or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable (and the successor clauses to any of the foregoing). The contractor/manufacturer is HID Global Corporation. Subject to any applicable regulations set out in the FAR or DFARS (and any superseding regulations), HID Offerings are provided with the commercial license rights and restrictions described elsewhere in the Agreement. For Department of Defense agencies, the restrictions set forth in the "Technical Data - Commercial items" clause at DFARS 252.227-7015 (Nov 1995) shall also apply.
  4. The Agreement shall be construed and interpreted in accordance with the laws of the State of Texas. Any action, suit or proceeding relating to the Agreement may be brought in the appropriate court located in Tarrant County, Texas and you hereby consent to such jurisdiction. 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.
  5. 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 affiliated companies. HID may engage subcontractors to perform any of its obligations under the Agreement.
  6. Notices regarding the Service are provided through the Service portal. 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.
  7. 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.
  8. 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.
  9. 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.