(Version June 2022)
IMPORTANT READ CAREFULLY – THESE TERMS APPLY TO YOUR USE OF TSL SOFTWARE DEVELOPMENT KIT (IN OBJECT CODE FORMAT) AND ANY ACCOMPANYING DEVELOPERS’ TOOLS, DOCUMENTATION, AND INSTRUCTIONS (COLLECTIVELY, THE “SDK”), AS PROVIDED BY TECHNOLOGY SOLUTIONS (UK) LTD. (“TSL” OR “LICENSOR”). BY USING THE SDK, YOU (“YOU” OR “LICENSEE”) ACKNOWLEDGE THAT YOU HAVE READ THIS SDK LICENSE AGREEMENT (“AGREEMENT”), THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE THE SDK.
1 PURPOSE
Licensee wishes to develop Application(s) that interoperate with a Licensor System (“Purpose”).
2 DEFINITIONS
“Affiliate(s)” means, with respect to any legally recognizable entity, any other such entity Controlling, Controlled by, or under common Control with such entity. “Control” means direct or indirect: (i) ownership of more than fifty percent (50%) of the outstanding shares representing the right to vote for members of the board of directors or other managing officers of such entity; or (ii) for an entity that does not have outstanding shares, more than fifty percent (50%) of the ownership interest representing the right to make decisions for such entity. An entity shall be deemed an Affiliate only so long as such Control exists.
“Applicable Branding Guidelines” means the guidelines for use of any of TSL’s trademarks that Licensee must display pursuant to Section 3.3, below, as provided and updated from time to time by Licensor in its sole discretion.
“Application(s)” means the application(s) developed by Licensee using the SDK under this Agreement that interoperate with the Licensor System. For clarity, Licensor acknowledges that it does not obtain any ownership interest in any Application(s) that Licensee develops using the SDK.
“End User(s)” means the end users using the Application(s).
“TSL Trademark” means any of the trademarks and/or service marks appearing in the Applicable Branding Guidelines, whether registered or unregistered, that Licensor requests Licensee use pursuant to Section 3.3.
“TSL” means Technology Solutions (UK) Limited
“Licensor System” means Licensor’s equipment, services, and software (excluding the Application(s)). Access to, use, or resale of any Licensor System is subject to separate terms and conditions.
3 LICENSE
3.1 Subject to Licensee’s compliance with the terms of this Agreement and solely for the Purpose, Licensor grants to Licensee, a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to: (i) use and reproduce the SDK to develop Application(s) that interoperate with the Licensor System; (ii) use the SDK for Licensee’s internal testing and evaluation; and (iii) incorporate redistributable elements of the SDK in the Application(s) and distribute the Application(s) to End Users. Licensor does not grant any license or right to Licensee other than, or for any other purposes than, as explicitly set out in this Agreement.
3.2 If the Application is designed to run on a mobile device, Licensee agrees to bind End User(s) to terms no less protective of Licensor than, or in conflict with, those attached hereto as Addendum 1.
3.3 If requested by Licensor, Licensee must display one or more TSL Trademark, depending on the Licensor System, on or within the Application(s) developed using the SDK and within publicly available collateral for Application(s), in a manner consistent with the Applicable Branding Guidelines. Subject to and conditioned upon Licensee’s compliance with the terms of this Agreement and the Applicable Branding Guidelines, Licensor grants to Licensee, a revocable, non-exclusive, non-transferable, non-sublicensable, limited license to use and display the applicable TSL Trademark on or within the Application(s). Licensee shall comply with all requirements of Licensor and the Applicable Branding Guidelines with regard to such use and display of the applicable TSL Trademark, including, without limitation, termination of such use and display. For clarity, the license granted by this Section is solely for the purpose of displaying the applicable TSL Trademark in the Application(s). At Licensor’s request, Licensee shall, at its own expense, supply or provide access to a reasonable number of samples of its licensed use of the TSL Trademark to Licensor for review to ensure compliance with this Agreement and the Applicable Branding Guidelines.
3.4 License Restrictions
3.4.1 Licensee will restrict access to the SDK only to Licensee’s employees, agents, and any third-party development providers assisting Licensee in developing the Application(s) (collectively, the “Authorized Persons”), who have a need-to-know and have agreed to substantially similar terms no less restrictive as this Agreement. Licensee will be liable and responsible for the Authorized Persons’ compliance with the terms of this Agreement.
3.4.2 Except as otherwise provided by law or as explicitly permitted by this Agreement, Licensee may not and will not permit any other party to or attempt to sell, rent, loan, lease, sublease, assign, or otherwise provide, transfer or dispose of the SDK in whole or in part, to any third party, or modify, adapt, distribute (other than the incorporation of redistributable elements of the SDK in the Application(s) developed by Licensee in accordance with the terms of this Agreement) or create derivative works of the SDK, or reverse engineer, disassemble or decompile binary portions of the SDK, or otherwise attempt to derive the source code from such portions. Unless otherwise expressly agreed to by TSL in writing, Licensee shall not use or integrate the SDK with any other products or services other than those of the Licensor or any of its Affiliates.
3.4.3 Licensee shall not disclose or publish the results of any performance, functional, or other evaluation or benchmarking of the SDK to any third party without the prior written consent of Licensor.
4 OWNERSHIP.
Ownership of and title to the SDK and the Licensor System, any intellectual property therein and any trademarks, service marks, or trade names of Licensor or its Affiliates or their licensors and any goodwill arising out of the use of the foregoing will always remain with Licensor or its Affiliates and their licensors. Licensee will not represent or assert any ownership interest in the SDK or in the Licensor System, or in any intellectual property forming part or all of the SDK or the Licensor System, or any trademarks, service marks, or trade names of the Licensor or the Licensor’s Affiliates or their licensors. Licensee acknowledges that Licensor retains ownership in any redistributable components of the SDK that Licensee embeds in Licensee’s Application(s). Licensee shall take no actions that diminish, reduce or impair Licensor’s ownership, rights in or ability to use the SDK, the Licensor System, any intellectual property forming part or all of the SDK or the Licensor System, or any trademarks, service marks, or trade names of Licensor or Licensor’s Affiliates or their licensors.
5 SUPPORT.
Unless otherwise expressly agreed to in writing, Licensor has no obligations under this Agreement to provide any support or maintenance of or in relation to the SDK.
6 VERIFICATION OF THE APPLICATION(S)
6.1 Licensee acknowledges and agrees that the functionality and design of the Application(s) must be approved and verified by Licensor prior to Licensee’s commercial use of the Application(s) (including, without limitation, any marketing or distributing of the Application(s) or otherwise making available the Application(s) to any third party). Licensee shall comply with verification procedures as directed by TSL in its sole discretion.
6.2 Licensee shall regardless of such review and verification and regardless of Licensor’s findings or non-findings in such review remain solely responsible for the proper functionality and any and all features of the Application(s).
7 CHANGES TO THE SDK
7.1 Licensor reserves the right at any time or for any reason to modify, change, update or enhance the SDK (“Changes”) in Licensor’s sole and exclusive discretion. Licensee acknowledges and agrees that if Licensee does not promptly implement such Changes, the Application(s) may become incompatible with the Licensor System. Licensor has the right to suspend Licensee’s access to and use of the Licensor System if Licensee does not promptly implement the Changes. Any changes to the Application(s) will be made at Licensee’s sole cost.
7.2 Changes to the SDK released by Licensor may be subject to restrictions, including without limitation restrictions on use, identified at the time of release of such
8 THIRD PARTY SOFTWARE AND OPEN SOURCE
8.1 The SDK may include or be bundled with other software programs licensed under different terms, including open-source software. Licensor is not responsible for any third-party software and shall have no liability for the Licensee’s use of such third-party software. Any third party or open-source software used in the SDK is subject to the specific terms of such software, which terms will be provided with the
8.2 Licensee may not use or link any open-source code or other open source materials with the SDK in a manner that would cause or causes the SDK (or any portion thereof) to become subject to the terms of an open source license under which downstream recipients or other third parties may claim the right to (i) copy, create derivative works of, or redistribute the SDK (or any portion thereof), or (ii) receive source code to the SDK (or any portion thereof). Licensee is liable towards Licensor for any damage, loss, including loss of profit, cost or expense due to Licensee’s breach of this
9 LICENSEE DUTIES AND WARRANTIES
9.1 Licensee must comply with all applicable regulatory requirements, including without limitation all applicable laws, regulations, and policies related to the use of the SDK and the development and distribution of the Application.
9.2 Licensee shall be solely responsible for (and Licensor or its Affiliates shall have no responsibility to Licensee or any third party): (i) any data, content, or resources that Licensee creates, transmits or displays and which is developed by Licensee by use of the SDK; (ii) any deficiencies in the Application(s); (iii) any breach of Licensee’s obligations under this Agreement or any applicable third party contract, or any applicable law or regulation; or (iv) for any loss or damage which Licensor or its Affiliates or any third party may suffer as a result of any such breach.
9.3 Licensee warrants and represents that Licensee will: (i) carry out any development of the Application(s) with appropriately qualified and skilled employees and adequate resources, and in a professional and workmanlike manner and in line with generally accepted standards in the industry and (ii) immediately report any compromise of security of or unauthorized access to the Licensor System of which it becomes aware.
9.4 Licensee agrees that it will be responsible for all copies of SDK received, made or distributed by Licensee and for any and all third-party claims, actions or proceedings as well as any losses, liabilities, damages, costs and expenses suffered by Licensor resulting, directly or indirectly, from the unauthorized use of the SDK or caused by Licensee’s breach of this Agreement. All copies of the SDK are owned by Licensor.
9.5 Licensee shall comply with all applicable privacy laws in its development, use and distribution of the Application(s) pursuant to this Agreement, and Licensee shall notify End Users of any data collected via the Application(s) in Licensee’s privacy policy. Licensee will maintain and process all user data in accordance with Licensee’s privacy policy and all applicable laws and regulations in any countries in which the Application(s) is distributed or used.
10 CONFIDENTIALITY AND FEEDBACK
Licensor and Licensee acknowledge that each party may have access to certain of the other party’s confidential and proprietary information in connection with the SDK (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 Confidential Information solely to fulfil the Purpose. 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 other party’s 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. Licensee may, from time to time, provide suggestions, comments, or other feedback to Licensor with respect to the Software (“Feedback”). Licensee agrees that all Feedback is and shall be entirely voluntary. Licensor shall be free to disclose and use such Feedback as it sees fit, entirely without obligation of any kind to Licensee.
11 DISCLAIMER OF WARRANTY
THE SDK IS PROVIDED AS IS. ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT OR TITLE, ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. LICENSOR DOES NOT WARRANT THAT LICENSEE’S USE OF THE SDK WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE. LICENSEE SHALL BEAR THE RISK AND LICENSEE SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ANY COMPUTER SYSTEM OR OTHER DEVICE, INCLUDING BUT NOT LIMITED TO COMPUTER SYSTEMS AND DEVICES OF LICENSEE OR USERS OF ANY APPLICATION, OR LOSS OF DATA THAT RESULTS FROM USE OF THE SDK. NO ADVICE OR OTHER INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY LICENSEE FROM LICENSOR SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
12 INDEMNITY
Licensee shall defend, indemnify, and hold Licensor, 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) Licensee’s breach of any license restrictions, duties and warranties in this Agreement; (ii) Licensee’s use of the SDK for any purposes other than those set out in this Agreement; or (iii) any Application(s) that Licensee develops using the SDK or that interoperates with the Licensor System and/or other Licensor products/services (including, without limitation, to the extent such Application(s) infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy).
13 LIMITATION OF LIABILITY
13.1 LICENSOR, ITS LICENSORS, AGENTS, AND SUPPLIERS SHALL NOT BE LIABLE WHATSOEVER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, DATA (INCLUDING PERSONAL DATA) OR LOSS OF USE, OR PROCUREMENT OF REPLACEMENT SOFTWARE, HOWEVER INCURRED BY THE LICENSEE OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.2 LICENSOR’S AGGREGATE LIABILITY HEREUNDER SHALL BE LIMITED TO THE AMOUNT OF ONE HUNDRED DOLLARS (USD 00). 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 Licensee’s jurisdiction. If applicable law limits the application of the provisions of this Section, Licensor’s liability will be limited to the maximum extent permissible.
14 TERM AND TERMINATION OF AGREEMENT
14.1 This Agreement shall remain in force for the duration of Licensee’s use of the SDK and provision of any Application, unless earlier terminated in accordance with these terms.
14.2 TSL may terminate this Agreement immediately if: (i) Licensee or any party to which the Licensee provides access to the SDK, materially breaches any provision of this Agreement; (ii) the SDK or any Application should become, or in Licensor’s opinion be likely to become subject to risk that could impact the operation or security of the Licensor System; or (iii) the Licensee should take any action in derogation of Licensor’s rights with respect to the SDK, the Licensor System, or any other products/services, confidential information or intellectual property rights.
14.3 Upon termination of this Agreement, for whatever reason, Licensee will immediately cease all use of the SDK, and cease distribution of the Application(s). Within twenty (20) business days of the termination of this Agreement, Licensee will return to Licensor or destroy (and certify destruction of) all copies of the SDK and destroy or return all Licensor confidential information in Licensee’s possession.
15 GOVERNING LAW, VENUE
This Agreement shall be construed and interpreted in accordance with English Law and the parties submit to the exclusive jurisdiction of the English Courts. The parties hereby irrevocably waive any and all rights to trial by jury in any legal proceedings arising out of or related to this 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 this Agreement, or any order issued hereunder.
16 U.S. Government Restricted Rights
The software is 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 Technology Solutions (UK) Ltd. 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 Defence agencies, the restrictions set forth in the “Technical Data – Commercial items” clause at DFARS 252.227-7015 (Nov 1995) shall also apply.
17 EVALUATION
Trial, evaluation, beta test, or proof of concept of any TSL products or services is provided in accordance with the Evaluation and Proof of Concept Terms and Conditions located at: https://www.hidglobal.com/sales-policy, as may be amended from time to time.
18 GENERAL
18.1 The SDK and technical data delivered under this Agreement may be subject to U.S. and EU export control laws and may be subject to export or import regulations in other countries. Licensee agrees to comply strictly with all such laws and regulations and acknowledges that it has the responsibility to obtain such licenses to export, re-export or import as may be required after delivery to
18.2 Licensee will comply with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act or any other laws or regulations regarding corruption or bribery.
18.3 It is understood and agreed that Licensee’s breach of this Agreement will cause Licensor irreparable damage for which recovery of money damages would be inadequate, and that Licensor shall be entitled to seek injunctive relief to protect Licensor’s rights under this Agreement, in addition to any and all remedies available at law or equity.
18.4 Neither party may assign or otherwise transfer any of its rights or obligations under this Agreement, without the prior written consent of the other party, except that Licensor may assign this Agreement to an Affiliate of Licensor. Any attempted assignment or transfer in contravention of this provision shall be null and void.
18.5 If any provision of this 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
18.6 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
18.7 This Agreement is the parties’ entire agreement relating to its subject matter. It supersedes all prior or contemporaneous oral or written agreements, communications, proposals, conditions, representations, and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter. No modification to this Agreement will be binding, unless in writing and signed by an authorized representative of each
Addendum 1
MOBILE APPLICATION LICENSE AND USER AGREEMENT
1 – BASIC INFORMATION
This License and User Agreement (“Agreement”) is a legal agreement between You and Technology Solutions (UK) Limited (“TSL”), setting out the rights, obligations, liabilities, and other matters relating to the App used by You under this Agreement (the “Services”), enabled by the Enterprise.
2 – DEFINITIONS
The terms used in this Agreement shall be defined as follows:
“Agreement” means this License and User Agreement.
“Device” means Your smart phone or portable device with network communication, to which the Licensed Material is downloaded or issued and which is used for the Services.
“Enterprise” means the Enterprise that acquired the Services from Technology Solutions (UK) Ltd or an affiliated entity or authorized channel partner, thereby enabling You to use the App.
“License” means the license set out in Section 3 to use the Licensed Material and Services.
“Licensed Material” means (i) the App and (ii) any other materials, including but not limited to, any digital access ID(s), provided by Us for use of the Services.
“App” or “App” means the smart phone application developed by Us, which You need to install in order to use the Services.
“Password” or “PIN” means the password or PIN code that You may use to protect access to the App and/or Services on Your Device.
“Privacy Notice” means the Privacy Notice which describes the information We collect about You and how such is treated and for what purposes We may share the data and how You can contact Us about Your data.
“You” or “Your” means the customer or individual who enters into this Agreement with Us upon accessing and using the App and any Services that We provide under this Agreement.
“We”, “Us” or “Our” means Technology Solutions (UK) Ltd together with other relevant companies within the ASSA ABLOY group, collectively or individually.
3 – GRANT OF LICENSE
3.1. Scope of license – The Licensed Material and Services are licensed, not sold or transferred, to You for use only under the terms of the license set out in this section (the “License”). We reserve all rights not expressly granted to You under this License. This License is granted by Us to You and is limited to a non-exclusive, non-transferable, revocable license to use the Licensed Material and Services for use on a Device that You own or control and as permitted by this Agreement, for as long as the Enterprise subscribes to the Services.
3.2. Updates – The Licensed Material or Services may be periodically updated in Our sole discretion. The terms of this Agreement will govern any updates and/or upgrades provided by Us, unless such update and/or upgrade is accompanied by a separate license in which case the terms of that license will govern.
4 – YOUR OBLIGATION TO MANAGE PASSWORD OR PIN
4.1. Security and Use – You are responsible for managing Your Password and/or PIN, including selecting a secure Password or PIN and taking all necessary precautions to keep the Password or PIN secret and secure. You will not do any of the following (i) register false information in applying for or amending Your access to the Services; (ii) allow a third-party to use Your ID or a right to access the Licensed Material or the Services; or (iii) replicate or copy any Licensed Material provided to You by Us or the Enterprise, including, but not limited to any digital access ID(s).
4.2. Reporting Unauthorized Access – If Your Password or PIN is hacked or is used by a third-party, You shall immediately notify the Enterprise thereof, and follow given instructions to address the unauthorized access. We shall not be liable for any problems or claims that may result from Your failure to notify the Enterprise or to follow given instructions.
5 – YOUR UNDERTAKINGS
5.1. Lawful Use – You agree to use the Licensed Material exclusively with the Services and in order to gain access to additional Services to which You are lawfully permitted access. You shall not use the Licensed Material or Services for any unlawful, illegal or improper purposes or in order to obtain unauthorized access to Services of any kind. You shall not let any other person use Your Device, the Licensed Material or Services for unlawful, illegal or improper use. Such unlawful, illegal or improper use or access to the Services is a breach of this Agreement and may be subject to criminal prosecution and/or damages.
5.2. Use Limitations – The License provided in this Agreement is limited to what is expressly set out herein and explicitly restricts certain actions. You agree not to: (i) use the Licensed Material or Services on any Device that You do not own or control, and You may not distribute or make the Licensed Material or Services available over a network where they could be used by multiple devices at the same time; (ii) rent, lease, lend, sell, redistribute or sublicense the Licensed Material or Services or a Device on which the Licensed Material is installed; (iii) copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Material or Services, any updates, or any part thereof; (iv) download any software to the Device which may impact the functionality and security of such Device, the Licensed Material or Services (including “rooting” or “jailbreaking” the Device); (v) let anyone tamper with the Device in a way that may impact the functionality and security of such Device; or (vi) engage in any act that interferes with Our business or violates the License or infringes Our intellectual property rights.
Any attempt to do any of the above by You or someone to whom You have given access to Your Device, is a violation by You of Our rights, and, if relevant, Our licensors, and is a breach of this Agreement.
5.3. Your Undertakings – You are responsible for and agree to do the following: (i) protect Your Device against unauthorized access; (ii) download updates and/or upgrades of the Licensed Material to Your Device; (iii) ensure that all settings, required network communication, entries, and changes necessary to operate the Licensed Material or Services on Your Device are correct; and (iv) immediately delete, or request deletion, all Licensed Material from Your Device if the Device is lost, to be sold, transferred or assigned to someone else, or when You cease to use the Services.
5.4. Compliance with Laws and Agreement – You shall comply with all applicable laws and the terms and conditions of this Agreement.
5.5. Third-Party User Terms – The Licensed Material or Services may require access to third-party Services such as mobile network connection, roaming etc. We are not liable for any additional terms and costs of service that may apply with respect thereto and We are not responsible for the proper functionality of any such third-party Services.
6 – PROVISION OF SERVICES
6.1. Services Offering – The Services shall be provided in accordance with the service levels, if any, set out in the agreement between Us and the party that purchased the Services. The Services may be interrupted or suspended in accordance with the applicable terms of service between Us and the Enterprise and any applicable service level.
6.2. Notification of Changes – If there is any material change in the content, method of use, or hours of use, of the Services, or if the Services are suspended or ceased, We will notify the Enterprise.
7 – TERMINATION OF AGREEMENT
7.1. Termination. This Agreement is effective until terminated either by You, by Us or by the Enterprise making it possible for You to use the Services. You may terminate this Agreement at any time by deleting the App. We may terminate this Agreement at any time if You fail to comply with any term(s) of this Agreement or as agreed with the Enterprise.
7.2. Effect of Termination. Upon termination of this Agreement: (i) We shall promptly delete Your personal data in accordance as set out in the Privacy Notice; (ii) We may delete, directly or indirectly via a third-party, the Licensed Material and any Applications which are provided for the Services and stored in Your Device and You hereby consent to such deletion; (iii) We will no longer accept requests for issuance of additional Licensed Material and cease such issuance or provide support; and (iv) You shall immediately cease all use of the Licensed Material or Services, and delete all copies, full or partial, of the Licensed Material or Services provided to You.
8 – INTELLECTUAL PROPERTY RIGHTS
The copyright, trademarks and other intellectual property rights to the Licensed Material and Services shall belong to Us. This Agreement does not transfer to You any ownership in the Licensed Material or Services or copyright or intellectual property rights therein but permits You to use the Licensed Material and Services subject to the terms and conditions of the License.
9 – NO WARRANTY/ AS-IS
THE LICENSED MATERIAL AND SERVICES, AND ANY INFORMATION PROVIDED UNDER THE App, ARE PROVIDED TO YOU ‘AS IS’ AND WITH ALL RISKS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, AND THIRD-PARTY LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, TITLE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, WITH REGARD TO THE LICENSED MATERIAL OR SERVICES. WE DO NOT WARRANT THAT THE LICENSED MATERIAL OR SERVICES WILL MEET YOUR REQUIREMENTS, THE SERVICES WILL BE UNINTERRUPTED, TIMELY, ERROR-FREE, SECURE OR FREE OF VIRUSES, WORMS, DISABLING CODE OR CONDITIONS OR THE LIKE, OR THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. WE WILL NOT BE LIABLE FOR LOSS OF YOUR PERSONAL DATA. YOU ARE RESPONSIBLE FOR BACKING UP YOUR PERSONAL DATA THAT YOU PROVIDE TO US FOR THE SERVICES. YOU AGREE TO ASSUME THE RISK OF ALL DAMAGES AND LOSS FROM USE OF, OR INABILITY TO USE, THE LICENSED MATERIAL OR SERVICES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US OR OUR AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.
you are solely responsible for the accuracy of your answers to any questions presented through the App. by providing you access to The App, WE is not endorsing any third-party products or Services, including, but not limited to, anything provided by OUR authorized channel partners separately or in conjunction with the App or other Services provided BY US to the enterprise.
10 – LIMITATION OF LIABILITY
To the extent permitted by law, We shall in no event be liable for damages, losses, liabilities or claims, including, without limitation, those arising from: (i) any false or inaccurate information provided by You; (ii) property damage due to You or Your failure to perform Your obligations under this Agreement; (iii) resulting from a third-party’s illegal or unauthorized access to or use of the Device, Licensed Material or Services; and (iv) resulting from a third-party’s illegal interruption or suspension of transmission to or from a server or illegal or unauthorized access to or use of a server despite Our commercially reasonable measures to prevent such access.
10.1. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL WE, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, AND THIRD-PARTY LICENSORS OR SUPPLIERS BE LIABLE FOR PERSONAL INJURY, PROPERTY DAMAGE, OR ANY INCIDENTAL, SPECIAL, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, LOSS OF DATA, LOSS OF BUSINESS, LOSS OF ACTUAL OR ANTICIPATED PROFITS OR SAVINGS (INCLUDING LOSS OF CONTRACT), LOSS OF OPPORTUNITY, BUSINESS INTERRUPTION OR ANY OTHER PECUNARY OR COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE LICENSED MATERIAL OR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, INCLUDING NEGLIGENCE OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2. WE DISCLAIM any and ALL LIABILITY WITH RESPECT TO any ACTIONS OR OMISSIONS TAKEN BY YOU OR THE ENTERPRISE RELATED TO YOUR OR THE ENTERPRISE’S USE OF THE App, INCLUDING BUT NOT LIMITED TO YOUR OR THE ENTERPRISE’s reliance THE App and any resulting consequences of such reliance.
10.3 IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW) EXCEED THE AMOUNT OF FIFTY US DOLLARS ($50.00). THE FOREGOING LIMITATION WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS ITS ESSENTIAL PURPOSE OR IS DECLARED INVALID OR INAPPLICABLE.
10.4. Any failure by Us to enforce this Agreement or any part hereof shall not mean a waiver of Our right to do so.
11 – EXPORT CONTROL
You may not use or otherwise export or re-export the Licensed Material or Services except as authorized by applicable law. By using the Licensed Material or Services, You represent and warrant that You are not located or use the Services in any country to which export or re-export is prohibited under applicable law (such as a country subject to U.S. Government embargo) and that You are not listed on any U.S. Government, EU, UN or any other relevant government list of prohibited or restricted parties and will not export or resell the Licensed Material to any such targeted person, or without any required export licenses and approvals. You also agree that You will not use the Licensed Material or Services for any purposes prohibited by law and in no event will be used for the development, design, manufacture or production of nuclear missiles, or chemical or biological weapons.
12 – NOTICES AND AMENDMENT OF TERMS AND CONDITIONS
12.1. Amendments – We may amend this Agreement at Our discretion. If We consider the changes to be material, You will be notified of such changes through the Services or Enterprise. By continuing to use the Licensed Material or Services after such notification, You expressly acknowledge and accept the changes.
12.2. Changes to Agreement – You must agree to the changes to this Agreement if You are to continue to receive the Services. If You do not agree to the changes in this Agreement and such non-agreement affects Our possibility to provide the Licensed Material or Services, We may terminate this Agreement and Your license to receive the Services.
13 – ASSIGNMENT
We may assign all or part of its rights and obligations under this Agreement to any company or companies part of the ASSA ABLOY group.
14 – GOVERNING LAW
This Agreement is governed by the laws of the England, without regard to choice or conflict of law principles.
15 – CONTACT DETAILS
Technology Solutions (UK) Ltd, c/o HID Global Corporation, legal@hidglobal.com.
16 – THIRD-PARTY BENEFICIARY
If You are acquiring this App from the Apple App Store, You acknowledge and agree that Apple and Apple’s subsidiaries, are third-party beneficiaries of this Agreement, and that Apple will have the right (and You will be deemed to have accepted the right) to enforce this Agreement against You as a third-party beneficiary thereof.