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

(Version November 2023)

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 SOFTWARE-AS-A-SERVICE OFFERINGS (EACH A “SERVICE”) AND ANY RELATED SUPPORT SERVICES (COLLECTIVELY REFERRED TO HEREIN AS “HID OFFERINGS”).

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 HID OFFERINGS 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 AND ANTI-CORRUPTION COMPLIANCE PROGRAM POLICY LOCATED AT: HTTPS://WWW.ASSAABLOY.COM/GROUP/EN/SUSTAINABILITY/SUSTAINABILITY-GOVERNANCE/ANTI-CORRUPTION-COMPLIANCE. IN THE EVENT OF A CONFLICT BETWEEN THE PARTNER AGREEMENT AND THESE TERMS AS IT RELATES TO THE PURCHASE OF THE HID OFFERINGS, THE PARTNER AGREEMENT SHALL GOVERN.

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

1. Definitions

“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.

“Agreement” means, collectively, all terms and conditions between HID and Purchaser governing purchase of the HID Offerings, including these Terms and the applicable Terms of Service (as applicable).

“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, either directly or indirectly, as applicable, for internal use by such party, and not for further resale.

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

“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.

“Subscription” means the business model whereby End Customer or Channel Partner, as applicable, pays HID a fee for use of the Service for a specified term. For clarity, a Subscription constitutes a commitment on the part of Purchaser to pay HID for the full Subscription term.

“Support Services” means the provision of maintenance and support included with the Service or purchased separately, as applicable. Any Support Services are provided in accordance with the general and product-specific terms located at: https://www.hidglobal.com/support, as may be amended from time to time. For clarity, HID does not accept support requests directly from End Customers that purchase HID Offerings from a Channel Partner. The Channel Partner is expected to manage all support requests escalated by its End Customer.

“Terms of Service” means the terms located at: https://www.hidglobal.com/legal/saas-terms-service, as may be amended from time to time by HID or the service-specific Terms of Service 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.

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, Services shall commence on the date set forth in the Order Acknowledgment, the Subscription Contract Confirmation (if applicable), or otherwise agreed in signed writing by the parties, 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. Pricing and Payment Terms.

  1. Unless otherwise indicated, quoted prices for HID Offerings and associated Support Services are firm fixed price (FFP). Pricing remains valid for ninety (90) calendar days from the date of Quote, unless otherwise specified in the Quote.
  2. The prices for HID Offerings sold hereunder will be the prices as shown on the Order Acknowledgment provided to Purchaser and in effect at the time of Order Acknowledgment, or as otherwise agreed upon in writing between Purchaser and HID. 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. 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.
  3. 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 HID is not recognized by the relevant governmental taxing authority, Purchaser agrees to promptly reimburse HID for any Taxes covered by such exemption certificate that HID is required to pay.
  4. 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 of 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.
  5. HID fees for the HID Offerings may be increased upon expiration of the then-current Subscription term.
  6. The following terms apply if Purchaser has purchased a Service subject to Activation Based Billing, as set forth in the Order Acknowledgment. “Activation Based Billing” means a billing model whereby Services are invoiced monthly, in arrears based on the number of Active Users. As used herein, “Active Users” means the number of users that have had a credential issued to them at any point during the month. To place an Order for Services to be provided based on an Activation Based Billing model, Purchaser shall issue HID a blanket purchase order. Thereafter, Purchaser shall pay the fee associated with all Active Users, as indicated on the monthly invoice issued by HID. Minimum order quantity (“MOQ”), if any, will be set forth in the Order Acknowledgment and shall apply regardless of actual usage.

4. Terms of Service, End Customer Accounts, and Product-Specific Terms.

  1. Use of the Service and any application programming interfaces provided as part of the Service, are subject to the Terms of Service. 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, as may be amended from time to time. Except with respect to Section 8, 9, and 10, in the event of a conflict between these Terms and the Terms of Service, the Terms of Service shall govern with respect to the subject matter contained therein.
  2. 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.
  3. Use of an HID Software Development Kit (“SDK”) or any application programming interfaces (“APIs”) is subject to the HID Global Corporation SDK License Agreement located at: https://www.hidglobal.com/sales-policy.

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 does not constitute 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. For clarity, no customization or alteration to the HID Offerings, or any specifications, shall constitute a transfer of Intellectual Property Rights in the HID Offerings and HID, its suppliers and service providers shall retain all right, title and interest in any Custom HID Offerings. In the event that the HID Offerings will be used by End Customer as part of a larger solution including third party products and/or services, it will be the sole responsibility of Purchaser to obtain any additionally license or use rights necessary for HID to integrate its solution, or create interoperability, with technology owned or otherwise provided by such third parties.

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. Limited Warranty and Disclaimers

  1. HID represents and warrants that HID has the authority 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), if any.
  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. For clarity, use of an HID Software Development Kit (“SDK”) or any application programming interfaces (“APIs”) may be subject to a separate terms.
  3. EXCEPT AS EXPRESSLY SET FORTH HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE HID OFFERINGS ARE SOLD “AS IS”. 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, NONINFRINGEMENT AND THOSE ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR FROM USAGE OF TRADE. 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.
  4. 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.

9. Indemnification

  1. Each party shall defend and indemnify the other party, at its expense, from and against any losses, costs or damages arising from any claims filed by third parties arising out of or resulting from gross negligence, fraud, or willful misconduct in connection with the Agreement.
  2. Purchaser shall defend, indemnify, and hold harmless HID, its Affiliates, officers, directors, third-party service providers, and employees from and against any and all claims, damages, losses, costs or other expenses (including reasonable attorneys' fees) arising out of or resulting from Purchaser’s breach of Section 11.
  3. If Purchaser is a Channel Partner, Purchaser shall further defend, indemnify, and hold harmless HID, its Affiliates, officers, directors, third-party service providers, and employees from and against any and all claims, damages, losses, costs or other expenses (including reasonable attorneys' fees) arising out of or resulting from: (i) sale of the HID Offerings pursuant to no terms and/or terms less protective of HID, the HID Offerings, and the Intellectual Property Rights than those set forth in the Agreement and the Terms of Service; or (ii) HID’s suspension, cancellation, or termination of End Customer(s) right to use the HID Offerings and any licenses at Purchaser’s request or due to non-payment or insolvency by Purchaser.
  4. HID shall defend, indemnify, and hold harmless Purchaser from a claim against Purchaser by a third-party that the HID Offerings, used within the scope of and in compliance with the Agreement, infringe a third-party copyright or patent (a “Covered Claim”) and will pay for all costs, damages, and expenses finally awarded by a court of competent jurisdiction or agreed to by HID in a settlement of such Covered Claim. In the event that HID anticipates that the HID Offerings may or do become subject to Covered Claim, HID shall have, at its sole option, the right to (i) obtain for Purchaser the right to continue using the HID Offerings; (ii) substitute the HID Offerings with another substantially similar offering; or (iii) without being in breach of the Agreement: (a) revoke any right Purchaser has to purchase, use, resell, or otherwise exercise or grant any additional rights, as applicable, with respect to the infringing portion of the HID Offerings; and (b) require Purchaser to revoke any such rights it has directly or indirectly granted others (“Downstream Parties”). Revocation by HID shall be effective upon Purchaser’s receipt of written notice from HID and Purchaser shall be solely responsible and liable for ensuring that Downstream Parties promptly comply with such revocation.
  5. HID will have no liability or obligation under Section 9(d): (i) if Purchaser or any Downstream Parties, as applicable, fail to take any corrective action directed by HID (including, but not limited to, implementation of any update, upgrade, or patch); (ii) if Purchaser has not paid in full for the HID Offerings subject to the Covered Claim; (iii) for any costs, losses, or damages resulting from willful acts of Purchaser or any Downstream Parties, or any settlement or compromise agreed by Purchaser or Downstream Parties without HID’s prior written consent; and (iv) to the extent that a Covered Claim is based upon: (a) use of the HID Offerings in combination with any other product, device, materials, services, software, or equipment; (b) alterations or modifications to the HID Offerings; (c) use of the HID Offerings other than in accordance with the Documentation; (d) HID’s compliance with Purchaser or any Downstream Parties’ designs, instructions, or specifications (whether or not included in an HID Custom Offering); or (e) HID’s, Purchaser’s or any Downstream Parties’ compliance with any industry or proprietary standard or use of the HID Offerings to enable implementation of any industry or proprietary standard (such claims - i.e., those set forth in (i) through (iv) above - are individually and collectively referred to herein as “Excluded Claims”).
  6. Purchaser shall defend, indemnify, and hold harmless HID, its Affiliates, officers, directors, third-party service providers, and employees from and against any and all claims, damages, losses, costs or other expenses (including reasonable attorneys’ fees) arising out of or resulting from (i) Excluded Claims; or (ii) Purchaser’s unauthorized use of the HID Offerings.
  7. The indemnitee agrees to promptly notify the indemnitor, in writing, of any claim pursuant to this Section 9. 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. The indemnitee will be entitled to participate in its defense at its own expense with counsel of its own choosing.
  8. THE FOREGOING STATES THE SOLE LIABILITY OF HID AND EXCLUSIVE REMEDY OF PURCHASER FOR INTELLECTUAL PROPERTY INFRINGEMENT AND IS IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, IN REGARD THERETO. PURCHASER UNDERSTANDS AND AGREES THAT THE FOREGOING INTELLECTUAL PROPERTY INDEMNIFICATION TERMS ARE ESSENTIAL ELEMENTS OF THE AGREEMENT, AND THAT IN THE ABSENCE OF SUCH TERMS, THE MATERIAL AND ECONOMIC TERMS OF THE AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

10. Limitation of Liability

IN NO EVENT SHALL HID, 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 (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS, LOSS OF DATA OR DATA BREACH, GOODWILL, ANTICIPATED SAVINGS, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITY 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 ACTUALLY RECEIVED BY HID FOR THE HID OFFERINGS AT ISSUE DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE CLAIM. The foregoing limitations and exclusions apply even if a limited or exclusive remedy fails of its essential purpose and will apply to the extent permitted by applicable law in Purchaser’s jurisdiction. 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.

 

11. Compliance with Laws.

  1. 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.
  2. 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 access or use of any HID Offerings, 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 H.M.’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 HID Offerings, Documentation and technical data, please contact the HID Legal Department at [email protected].
  3. Whenever reasonably requested by HID, Purchaser will provide HID with a written certificate, in a form acceptable to HID, of continuing compliance with this Section. In addition, HID maintains the right to request and review records or other documents from Purchaser, or, with reasonable advance notice, to conduct an audit at the site of Purchaser operations, to confirm Purchaser’s compliance with the terms of this Section and the Terms.
  4. If required by applicable law or for reasons of commercial expediency the HID Offerings need to be registered, certified or otherwise approved by any applicable government body or other agency (hereinafter called "HID Offering Registration(s)") the following provisions will apply: (i) HID shall free of charge supply, subject to confidentiality, Purchaser with all information and materials which in HID's reasonable opinion are necessary to obtain such HID Offering Registration; (ii) Purchaser shall at its cost use its best endeavors to obtain HID Offering Registration; (iii) if permitted by the applicable regulating body, Purchaser shall apply for HID Offering Registration in the name of HID or its nominee. If it is required that the HID Offering Registration be issued in the name of Purchaser, Purchaser will procure that HID enjoys the full benefit of such HID Offering Registrations; and, it shall promptly transfer or procure the transfer of such registrations to HID, if at any time it becomes permissible to do so; and (iv) Purchaser will promptly provide to HID copies of all correspondence with and documents supplied to, and documents, certificates and correspondence received from, a HID Offering Registration authority as and when sent, delivered or received together with such translations of their main points as HID may reasonably request. For which, HID agrees to bear reasonable translation costs. Upon termination of this Agreement, Purchaser shall complete any HID Offering Registration activity outstanding under this Section and shall transfer any HID Offering Registration obtained in its name or the name of its nominee to HID or its nominee.
  5. The Purchaser represents and warrants that: (ii) neither the Purchaser nor any of its affiliates, nor any director, officer, employee, agent or shareholder of any such person, has (a) in order to assist in improperly obtaining or retaining business for or with any person, in improperly directing business to any person, or in securing any improper advantage, made, authorized, offered or promised to make any payment, gift or transfer of anything of value, directly, indirectly or through a third party, to or for the use or benefit of any other person, or (b) made any unlawful bribe, rebate, payoff, influence payment or kickback or has taken any other action that would violate any anti-corruption law to which it is subject; (ii) during the past five (5) years neither Purchaser nor any of its affiliates has received any written communication indicating or alleging that any such person is or may be in violation of any anti-corruption law, or that any such person is or may be subject to any investigation or inquiry by a governmental authority related to any anti-corruption law, and, to the knowledge of the Purchaser, no such investigation or inquiry is pending or threatened. If Purchaser is a Channel Partner, Purchaser further represents and warrants that no Official holds any shares, partnership interests or other equity or ownership interests in the Purchaser or any of its affiliates, or is an officer, director, employee, contractor or agent of the Purchaser, and no Official has or will have a right to or interest in any payment or other thing of value provided by HID to the Purchaser. Additionally, Purchaser agrees that its employees, workers, contractors, agents, shareholders, affiliates, advisors, or other persons acting on its behalf who will interact with Officials on HID’s behalf will participate in anti-corruption training, if requested by HID. “Official” means any official, employee, agent or representative of, or any other person acting in an official capacity for or on behalf of, any (i) government, including any entity owned or controlled thereby, (ii) political party, party official or political candidate, or (iii) public international organization; or any individual who holds a legislative, administrative or judicial position of any kind or exercises a public function for or on behalf of a country, a public agency or a public enterprise.
  6. 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 HID Offerings, if so authorized.
  7. Purchaser agrees to provide timely information to HID regarding any changes to the representations made in this Section. HID may terminate any and all Agreements with Purchaser with immediate effect upon Purchaser’s breach of this Section 11.

12. 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 set forth herein have been completed, expired or terminated.
  2. The initial Subscription term for use of the HID Offerings is set forth in the Order Acknowledgment or Subscription Contract Confirmation (if applicable). 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 owed by Purchaser is thirty (30) or more days overdue to HID, HID may in its sole discretion and without limiting HID’s other rights and remedies, suspend use of the HID Offerings. HID will give Purchaser at least ten (10) days’ notice prior to suspension. HID shall have no obligation to refund or credit Purchaser for any suspension pursuant to 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, receiver, 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 purchase and/or use of the HID Offerings. 
  6. The Sections of the Agreement that contemplate performance or observance subsequent to termination or expiration of the Agreement, or that by their nature are intended to survive termination or expiration of the Agreement shall so survive termination or expiration and continue in full force and effect. 
  7. Notwithstanding anything to the contrary, if the Service is provided based on an Activation Based Billing model, Purchaser may terminate use of the Services at any time by providing HID with written notice, provided such termination shall not be effective until the calendar month following HID’s receipt of notice.

13. 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.

 

14. 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: 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. 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 (a) of the Rights in Technical Data clause at DFARS 252.227-7102-2 or subparagraphs (b)(2) and (c) of the Commercial Computer Software License at 48 CFR § 52.227-19, as applicable (and the successor clauses to any of the foregoing). The contractor/manufacturer is HID Global Corporation. All Software provided to the U.S. Government, including its civilian and military agencies, is commercial computer software that was developed at private expense prior to its provision to any U.S. Government entity. Subject to any applicable regulations set out in the FAR or DFARS (and any superseding regulations), the Software is provided with the commercial license rights and restrictions described elsewhere in this Agreement. For Department of Defense agencies, the Rights in commercial computer software or commercial computer software documentation set forth in the " clause at 48 CFR § 227.7202-3 shall also apply.

  4. The Agreement shall be construed in accordance with the governing law and jurisdiction set forth in the following table:

    Region of HID Contracting EntityChoice of LawJurisdiction
    ArgentinaArgentinaArgentina
    Australia & New ZealandAustralia, State of VictoriaVictoria, Australia
    BrazilBrazilBrazil
    FranceFranceParis, France
    EMEAIrelandGalway, Ireland
    England & WalesEngland & WalesLondon, England
    Asia Pacific RegionSingaporeSingapore
    United States, Canada, & MexicoUSA, State of Texas or New YorkTravis 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.

  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 do so without HID’s consent shall be void. Notwithstanding the foregoing, (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. 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.