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Mobile App Terms of Use Agreement

MOBILE APP TERMS OF USE AGREEMENT

IMPORTANT – READ THIS MOBILE APP TERMS OF USE AGREEMENT CAREFULLY BEFORE USING THIS APPLICATION OR ANY PORTION THEREOF.


1 – BASIC INFORMATION

This Mobile App Terms of Use Agreement (“Agreement”) is a binding agreement between You (as defined in Section 14 of this Agreement) and dormakaba USA Inc., (“Licensor” or “We” or “Us” or “Our”) setting out the rights, obligations, liabilities and other matters relating to the Licensed Materials and Services provided to and used by You under this Agreement, as enabled by the Account Owner.

2 – GRANT OF LICENSE

2.1. Scope of license – The Licensed Materials 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 Agreement. This license is granted by Us to You for the Licensed Materials and Services and is limited to a non-exclusive, non-sublicensable, non-transferable, revocable license to use the Licensed Materials and Services for use on a Device that You own or control and as permitted by this Agreement, for as long as the Account Owner subscribes to the Services. The foregoing license includes the right to use the Licensed Material and Services in conjunction with Your use of the Switch Tech Solution. Any use of the Licensed Material or Services in any other manner, including, without limitation, resale, transfer, modification or distribution of the Licensed Materials or Service or text, pictures, music, barcodes, video, data, hyperlinks, displays, and other content is prohibited.
2.2. Updates – The Licensed Materials or Services may be periodically updated in Our sole discretion. The terms of this Agreement also govern any updates and/or upgrades, bug fixes, patches and other modifications to the Licensed Materials or Services provided by Us that replace and/or supplement the original Licensed Materials or Services (and such updates and/or upgrades will consequently be part of the Licensed Materials and Services, as applicable), unless such update and/or upgrade is accompanied by a separate license in which case the terms of that license will govern.


3 – YOUR OBLIGATION TO MANAGE PASSWORD OR PIN

3.1. Security and Use – You are responsible for managing your Password and/or PIN for access to your Device, 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 Service (ii) allow a third party to use Your Registration Key or a right to access the Licensed Materials or Services, or (iii) replicate or copy a Registration Key.
3.2. Reporting Unauthorized Access – If You find that Your Password or PIN is hacked or is used by a third party, You shall immediately notify the Account Owner 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 Account Owner of such a fact, or to follow given instructions.


4 – YOUR UNDERTAKINGS

4.1. Lawful Use – If you are an End User: You agree to use the Licensed Materials exclusively with the Services in order to gain access to certain premises or equipment to which You are lawfully permitted access. If you are an Administrator: You agree to use the Licensed Materials for the Administrator Services in order to manage access to certain premises or equipment to which You are lawfully permitted to Access. You shall not use the Licensed Materials or Services for any unlawful, illegal or improper purposes or in order to obtain unauthorized access of any kind. You shall not let any other person use Your Device, the Licensed Materials or Services for unlawful, illegal or improper use. Such unlawful, illegal or improper use or access is a breach of this Agreement and may be subject to criminal prosecution and/or damages.


4.2. 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 Materials or Services on any Device that You or the Account Owner do not own or control;

ii. rent, lease, lend, sell, redistribute or sublicense the Licensed Material or Services or a Device on which the Licensed Materials are installed;

iii. copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Materials 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 Materials or Services (including “rooting” or “jailbreaking” the Device);

v. tamper or 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.


4.3. 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 Materials to Your Device.

iii. Make sure that all settings, required network communication, entries, and changes necessary to operate the Licensed Materials or Services on Your Device are correct; and
iv. Immediately delete, or request deletion, of Registration Key(s) 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.

4.4. Compliance with Laws and Agreement – You shall comply with all applicable laws and the terms and conditions of this Agreement.

4.5. Third Party User Terms – The Licensed Materials or Services may require access to third party services and websites such as mobile network connection, roaming etc. (collectively and individually the “External Services”) and You agree to use the External Services at Your sole risk. We are not liable for examining or evaluating the content or accuracy of any External Services, nor 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 External Services. You will not use the External Services in any manner that is inconsistent with the terms of this Agreement or that infringes the intellectual property rights of Licensor or any third party. You agree not to use the External Services to harass, abuse, stalk, threaten or defame any person or entity, and that Licensor is not responsible for any such use. External Services may not be available in all languages or in Your home country, and may not be appropriate or available for use in any particular location. To the extent you choose to use such External Services, You are solely responsible for compliance with any applicable laws.

5 – PROVISION OF SERVICES

5.1. Service Offering – The Services shall be provided in accordance with the service levels, if any, set out in the agreement between Our company or a Reseller which has a contractual relationship with the Account Owner and the Account Owner, making it possible for You to use Our Services. The Services may be interrupted or suspended in accordance with the agreement with the Reseller or the Account Owner making it impossible for You to use the Services.


5.2. 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 Reseller or Account Owner as applicable.


6 – SPECIFIC TERMS FOR AN ADMINISTRATOR. In addition to the terms and conditions of this Agreement, the following terms apply to You for the Administrator Services You provide:
6.1 Account Owner Deactivation. If You have a contract with an Account Owner or other third party for the use of the Licensed Materials and Services, Your right to use the Licensed Materials and Services may be subject to the terms and conditions of such contract with the Account Owner or other third party, and the Account Owner or other third party may have the ability to terminate your access to the Licensed Materials and Services via the Application by de-authorizing Your account or deactivating Your Registration Key. In the event your Account Owner or other third party does de-authorize Your account or deactivates Your Registration Key, We shall have no liability to You for any damages as a result of, or arising out of, such de-authorization or deactivation.

6.2 WARRANTY

THE LICENSED MATERIALS AND SERVICES ARE PROVIDED TO YOU ‘AS IS’ AND WITH ALL RISKS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE, OUR OFFICERS, DIRECTORS, SHAREHOLDERS, 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 MATERIALS OR SERVICES. WE DO NOT WARRANT THAT THE LICENSED MATERIALS OR SERVICES WILL MEET YOUR REQUIREMENTS AS AN ADMINISTRATOR, 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 DO NOT WARRANT THAT THE LICENSED MATERIALS AND SERVICES WILL BE COMPATIBLE WITH ALL HARDWARE AND

SOFTWARE WHICH YOU MAY USE. WE SHALL NOT BE LIABLE FOR DAMAGE TO, OR VIRUSES OR OTHER CODE THAT MAY AFFECT, ANY EQUIPMENT (INCLUDING BUT NOT LIMITED TO YOUR DEVICE), SOFTWARE, DATA, INFORMATION OR OTHER PROPERTY AS A RESULT OF YOUR DOWNLOAD, INSTALLATION, ACCESS TO OR USE OF THE LICENSE MATERIALS AND SERVICE OR YOUR OBTAINING ANY MATERIAL FROM, OR AS A RESULT OF USING, THE LICENSED MATERIALS AND SERVICE. WE WILL NOT BE LIABLE FOR LOSS OF ANY PERSONAL DATA. YOU ARE RESPONSIBLE FOR BACKING UP ANY PERSONAL DATA THAT WILL BE PROVIDED TO YOU BY A THIRD PARTY INCLUDING ANY USERS. YOU AGREE TO ASSUME ALL RISK OF ANY AND ALL DAMAGES AND LOSS FROM USE OF, OR INABILITY TO USE, THE LICENSED MATERIALS OR SERVICES.

6.3 LIMITATION OF LIABILITY AND INDEMNITY OF AN ADMINISTRATOR. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE LICENSED MATERIALS AND SERVICES AS AN ADMINISTRATOR INCLUDES THE PROVISION OF ADMINISTRATOR SERVICES BY YOU.

6.3.1 EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL WE NOR OUR SUBSIDIARIES, AFFILIATES, VENDORS, OR OUR OR THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, VENDORS, PARTNERS, SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES (HEREINAFTER “DORMAKABA PARTIES”) BE LIABLE FOR DAMAGES, LOSSES, LIABILITIES OR CLAIMS: (!)ARISING OUT OF ANY FALSE OR INACCURATE INFORMATION PROVIDED BY YOU;
(II) INCURRED BY YOU DUE TO A REASON ATTRIBUTABLE TO YOU OR YOUR FAILURE TO PERFORM OBLIGATIONS UNDER THIS AGREEMENT OR IN ACCORDANCE WITH ANY SPECIFICATIONS, INCLUDING BUT NOT LIMITED TO MISAPPLICATION OR IMPROPER INSTALLATION OF THE DIGITAL CORE; (Ill) RESULTING FROM A THIRD PARTY’S ILLEGAL OR UNAUTHORIZED ACCESS TO OR USE OF THE DEVICE, LICENSED MATERIALS 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 DUE DILIGENCE MEASURES TO PREVENT SUCH ACCESS.

6.3.2 FURTHERMORE, EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL THE DORMAKABA PARTIES BE LIABLE FOR ANY DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR PROVISION OF ADMINSTRATOR SERVICES AS AN ADMINISTRATOR PERSUANT TO THIS AGREEMENT, INCLUDING ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, LOST PROFITS OR DAMAGES RESULTING FROM DELAY, INTERRUPTION IN SERVICE, VIRUSES, DELETION OF FILES OR ELECTRONIC COMMUNICATIONS, OR ERRORS, OMISSIONS OR OTHER INACCURACIES, WHETHER OR NOT THERE IS NEGLIGENCE BY DORMAKABA PARTIES AND WHETHER OR NOT THE DORMAKABA PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.

6.3.3 YOU WILL INDEMNIFY, DEFEND AND HOLD THE DORMAKABA PARTIES HARMLESS FROM AND AGAINST ANY AND ALL DAMAGES, LIABILITIES, CLAIMS, LOSSES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND DISBURSEMENTS AND ANY FINES OR PENALTIES), WHICH THE DORMAKABA PARTIES ARE REQUIRED TO PAY OR INCUR, ARISING OUT OF OR RELATING OR INCIDENTAL TO, OR ANY CLAIM, SUIT OR PROCEEDING BASED ON A CLAIM RELATED TO ANY NEGLIGENT OR MORE CULPABLE ACT OR OMISSION ON YOUR PART OR YOUR EMPLOYEES, AGENTS OR ASSIGNS IN CONNECTION WITH THE PERFORMANCE OF YOUR OBLIGATIONS UNDER THIS AGREEMENT OR AS AN ADMINISTRATOR OF THE LICENSED MATERIALS AND SERVICES.

6.4. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, 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 TWO HUNDRED FIFTY US DOLLARS($ 250.00). THE FOREGOING LIMITATION WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS DECLARED INVALID OR INAPPLICABLE.

6.5 In the event of any conflict between this Section 6 and the other terms set forth in this Agreement, the terms of this Section 6 as they apply to an Administrator who is providing the Administrator Services shall prevail.

7- TERMINATION OF AGREEMENT

7.1. This Agreement is effective until terminated either by You, by Us or by the Account Owner making it possible for You to use the Services. You may terminate this Agreement at any time by deleting the Mobile App. We may terminate this Agreement at any time, for the reasons set out in Section 4, including if You fail to comply with any term(s) of this Agreement or as agreed with the Account Owner.

7.2. Upon termination of this Agreement:

i. We shall delete Your personal data in accordance with what is set out in the Privacy Policy;

ii. We may delete, directly or indirectly via a third party, the Licensed Materials and any applications which are provided for the Services and stored in Your Device. You hereby consent to such deletion;
iii. We will no longer accept requests for issuance of additional Registration Key(s) and cease such issuance or provide support; and
iv. You shall immediately cease all use of the Licensed Materials or Services, and delete all copies, full or partial, of the Licensed Materials or Services provided to You.

8 – INTELLECTUAL PROPERTY RIGHTS

8.1. The copyright, trademarks and other intellectual property rights to the Licensed Materials and Services shall belong to Us.


8.2. This Agreement does not transfer to You any ownership in the Licensed Materials or Services or copyright or intellectual property rights therein, but permits You to use the Licensed Materials and Services subject to the terms and conditions of this Agreement.


9- NO WARRANTY/ AS-IS

THE LICENSED MATERIALS AND SERVICES ARE PROVIDED TO YOU ‘AS IS’ AND WITH ALL RISKS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE, OUR OFFICERS, DIRECTORS, SHAREHOLDERS, 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 MATERIALS OR SERVICES. WE DO NOT WARRANT THAT THE LICENSED MATERIALS 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. WE DO NOT WARRANT THAT THE LICENSED MATERIALS AND SERVICE WILL BE COMPATIBLE WITH ALL HARDWARE AND SOFTWARE WHICH YOU MAY USE. WE SHALL NOT BE LIABLE FOR DAMAGE TO, OR VIRUSES OR OTHER CODE THAT MAY AFFECT, ANY EQUIPMENT {INCLUDING BUT NOT LIMITED TO YOUR DEVICE), SOFTWARE, DATA, INFORMATION OR OTHER PROPERTY AS A RESULT OF YOUR DOWNLOAD, INSTALLATION, ACCESS TO OR USE OF THE LICENSED MATERIALS AND SERVICES OR YOUR OBTAINING ANY MATERIAL FROM, OR AS A RESULT OF USING, THE LICENSED MATERIALS AND SERVICES. YOU AGREE TO ASSUME ALL RISK OF ANY AND ALL DAMAGES AND LOSS FROM USE OF, OR INABILITY TO USE, THE LICENSED MATERIALS OR SERVICES.


NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US OR OUR AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.

10 – LIMITATION OF LIABILITY

EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE SHALL IN NO EVENT BE LIABLE FOR DAMAGES, LOSSES, LIABILITIES OR CLAIMS: (I) ARISING OUT OF ANY FALSE OR INACCURATE INFORMATION PROVIDED BY YOU; (II) INCURRED BY YOU DUE TO A REASON ATTRIBUTABLE TO YOU OR YOUR FAILURE TO PERFORM OBLIGATIONS UNDER THIS AGREEMENT OR THE FAILURE OF THE ADMINISTRATOR TO PERFORM ITS SERVICES IN ACCORDANCE WITH SPECIFICATIONS, INCLUDING WITHOUT LIMITATION MISAPPLICATION OR IMPROPER INSTALLATION OF THE DIGITAL CORE; (III) RESULTING FROM A THIRD PARTY’S ILLEGAL OR UNAUTHORIZED ACCESS TO OR USE OF THE DEVICE, LICENSED MATERIALS 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 DUE DILIGENCE MEASURES TO PREVENT SUCH ACCESS.

10.1. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL WE NOR ANY DORMAKABA PARTIES AND THIRD PARTY LICENSORS OR SUPPLIERS BE LIABLE FOR PERSONAL INJURY, 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 MATERIALS 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 YOU WILL INDEMNIFY, DEFEND AND HOLD THE DORMAKABA PARTIES HARMLESS FROM AND AGAINST ANY AND ALL DAMAGES, LIABILITIES, CLAIMS, LOSSES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND DISBURSEMENTS AND ANY FINES OR PENALTIES), WHICH THE DORMAKABA PARTIES ARE REQUIRED TO PAY OR INCUR, ARISING OUT OF OR RELATING OR INCIDENTAL TO, OR ANY CLAIM, SUIT OR PROCEEDING BASED ON A CLAIM RELATED TO ANY NEGLIGENT OR MORE CULPABLE ACT OR OMISSION ON YOUR PART OR YOUR EMPLOYEES, AGENTS OR ASSIGNS IN CONNECTION WITH THE PERFORMANCE OF YOUR OBLIGATIONS UNDER THIS AGREEMENT OR AS AN ADMINISTRATOR OF THE LICENSED MATERIALS AND SERVICES.

10.3. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, 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 TWO HUNDRED FIFTY US DOLLARS($ 250.00). THE FOREGOING LIMITATION WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF 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 Materials or Services except as authorized by applicable law. By using the Licensed Materials 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 Materials to any such targeted person, or without any required export licenses and approvals. You also agree that You will not use the Licensed Materials 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 – U.S. GOVERNMENT RESTRICTED RIGHTS

The Mobile App and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R.
§2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government End Users or Administrators as applicable, (a) only as Commercial Items and (b) with only those rights as are granted to all other End Users or Administrators as applicable, pursuant to the terms and conditions herein.


13 – DATA PRIVACY CONSENT

You consent to the collection, processing and international transfer of data and information related to the business relationship between You, the Account Owner and Us, including the transfer of personally identifiable data (for example names, addresses, email addresses, telephone numbers) to and between Us and Account Owner wherever they may be located, any other authority and, except for security details, to any credit reference, debt collection or public telecommunications agency for the purposes of fulfilling Our obligations under this Agreement, assessing Our credit risk and to implement any business. You have the right to: (a) request access to this data; (b) rectify or cancel any inaccurate or expired data; and (c) object to any processing that does not conform to these purposes. You may exercise Your rights by writing to the contact mentioned in section 18 below.


14- DEFINITIONS

Capitalized terms shall have the meanings set forth or referred to in this Section as follows:

“Account Owner” means a Person who has purchased the Switch Tech Solution from Us or from another company of the dormakaba group, or through an authorized distributor or reseller, thereby enabling You to use the Mobile App and the Registration Key(s).

“Administrator” means an individual or entity with certain assigned access rights to manage and/or program an installed Digital Core. An installer may also be an Administrator.

“Administrator Services” means the services You as an Administrator may provide when using the Licensed Material and Services in accordance with this Agreement to allow You to store, manage and use the Registration Key on Your Device, to control access to doors and electronic equipment of third parties and of End Users in accordance with the command list which contains the service features provided to an Administrator on the Mobile App, said service features subject to change at the sole discretion of Licensor from time-to-time.
“Agreement” means this Mobile License and User Agreement.

“BLE Fob” is a physical device used to access devices via BLE communication.

“Device” means Your smart phone or portable device with network communication, to which the Licensed Material are downloaded or issued, and which is used for the Services.

“Digital Core” means the small format interchangeable core that replaces a mechanical core equivalent in size to a 7-pin small format interchangeable core (the “Core”) ; or any derivatives, new release, new version, or new model, (collectively a “New Model”) or updates or upgrades to the Core or New Model, as applicable.

“End User” means an authorized end user of Account Owner who downloads the Mobile App on a Device or is issued a BLE Fob.

“License’‘ means the license set out in Section 2 to use the Licensed Materials and Services.

“Licensed Material” means (i) the Mobile App and (ii) any Registration Key(s) provided by Us for use of the Services.

“Registration Key(s)” means digital access ID(s) licensed to You under this Agreement to allow you to use the Services. Registration Key(s) can only be issued to or deleted from Your Device when the Device has network connectivity (for example 3G, 4G, WiFi). If Your Device is in “flight mode” or without connectivity You will only be able to use valid Registration Key(s) already installed on the Device.

Registration Key(s) licensed by You are specific for each Device and if Your Device is lost, stolen, transferred or exchanged, or if You delete the Registration Key(s) and/or the Mobile App, You will have to license the Licensed Materials and Services again for use on Your new Device.

“Mobile App” means the mobile 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 Services on Your Device. “Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Privacy Policy” means the privacy policy for access and use of the Switch Deck software, Mobile App or Our website, which shall form part of this Agreement and 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.

“Services” means if you are an End User: the services provided under this Agreement to allow You to store, manage and use a Registration Key on Your Device to control access to doors and electronic equipment; or if you are an Administrator: to store, manage and use a Registration Key on Your Device and manage the Administrator Services on behalf of an Account Owner

“Switch Tech Solution” is an access control system consisting of hardware components such as a bridge, Digital Core(s), readers, BLE Fobs, related software, which may be accessed through the Licensed Materials.

“You” means You, the End User, Administrator, or an individual, who enters into this Agreement with Us upon accessing and using the Services that We provide under this Agreement.

“We”, “Us” or “Our” means dormakaba USA Inc. together with other relevant companies within the dormakaba group, collectively or individually.


15 – NOTICES AND AMENDMENT OF TERMS AND CONDITIONS

15.1 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 Service or Account Owner. By continuing to use the Licensed Materials or Services after such notification, You expressly acknowledge and accept the changes.

15.2 You must agree to the changes in the Agreement if you are to continue to receive the Services. If You do not agree to the changes in the Agreement and such non-agreement affects Our possibility to provide the Licensed Materials or Services, We may terminate the Agreement and Your license to receive the Services.

16 -ASSIGNMENT

We may assign all or part of its rights and obligations under this Agreement to any company or companies which are part of the dormakaba group.

17 – GOVERNING LAW

This Agreement is governed by the laws of Indiana, without regard to choice or conflict of law principles.

18-CONTACT DETAILS

dormakaba USA Inc. 6161 E 75th Street, Indianapolis, IN- Attention: Technical Support or by email at: BAS.Support.Best.US@dormakaba.com


Version 1.0 2/18/2020