SaaS Terms of Service
THESE TERMS OF SERVICE (“TERMS OF SERVICE”) ARE THE TERMS AND CONDITIONS UPON WHICH YOU, AN END CUSTOMER, AND/OR AN INDIVIDUAL END USER, MAKES USE OF ASSA ABLOY GLOBAL SOLUTIONS’, INCLUDING ITS AFFILIATES,’s (“ASSA ABLOY”) SOFTWARE-AS-A-SERVICE OFFERINGS (EACH A “SERVICE(S)”). FOR CLARITY, THESE TERMS OF SERVICE DO NOT GOVERN THE SALE OR USE OF PROFESSIONAL SERVICES.
YOU MUST BE AGED 13 YEARS OLD OR OVER TO ACCESS AND USE THE SERVICE(S).
PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE YOU ACCESS THE SERVICE(S). BY ACCESSING THE SERVICE(S), YOU AGREE TO THESE TERMS OF SERVICE AND YOU REPRESENT AND WARRANT YOUR FULL AUTHORITY TO ENTER INTO THESE TERMS OF SERVICE ON BEHALF OF THE END CUSTOMER AND/OR END USER. THESE TERMS OF SERVICE MAY BE UPDATED BY ASSA ABLOY FROM TIME TO TIME WITHOUT NOTICE TO YOU. YOU MAY REVIEW THESE TERMS OF SERVICE AT ANY TIME BY VIEWING OUR WEBSITE HERE: https://www.keypersystems.com/global/en/legal-center/saas-terms-of-service. IF YOU DO NOT AGREE WITH THESE TERMS OF SERVICE, YOU MUST NOT ACCESS OR USE THE SERVICE(S).
IF YOU ARE A CHANNEL PARTNER OR OTHER THIRD-PARTY SERVICE PROVIDER ACTING AS AN ACCOUNT ADMINISTRATOR OR OTHERWISE SETTING UP THE END CUSTOMER OR END USER ACCOUNT OR PROVISIONING THE SERVICE(S) DIRECTLY TO THE END CUSTOMER OR END USER, YOU AGREE TO BIND END CUSTOMER TO TERMS SUBSTANTIALLY SIMILAR TO THOSE SET FORTH HEREIN.
1. DEFINED TERMS
“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.
“API” or “APIs” means application programming interfaces provided by ASSA ABLOY as part of the Service(s).
“Biometric Information” means data that depicts or describes physical, biological, or behavioural traits, characteristics, or measurements of, or relating to, an identified or identifiable individual. This includes depictions, images, descriptions, or recordings of an individual’s facial features, iris or retina, finger or handprints, voice, genetics, or characteristic movements or gestures. Biometric information also includes data derived from such depictions, images, descriptions, or recording, to the extent that it would be reasonably possible to identify the individual from whose information the data was derived.
“Customer Application” means an application developed or used by End Customer that utilizes APIs and/or the Service(s). “Customer Application” does not include the Service(s) and is separately provided by either End Customer or a third-party integrator that sells compatible software-as-a-service and/or on-premise offerings.
“Customer Materials” means End Customer’s information, Customer Application, End Customer Data, Personal Data, including Personal Data from end users, software, document and any other materials used or submitted by End Customer or its end users in connection with the Service(s).
“Data Processing Terms” means the terms located at and made part of ASSA ABLOY’s Privacy Notice: https://www.keypersystems.com/global/en/privacy-center/product-privacy-notice. If ASSA ABLOY processes any Personal Data as a result of providing the Service(s), ASSA ABLOY shall do so in accordance with the applicable Data Processing Terms. The Data Processing Terms may be modified by ASSA ABLOY from time to time in accordance with its terms.
“Documentation” means the guides and manuals for use with the Service(s), which are customarily supplied by ASSA ABLOY to its customers.
“End Customer” means the Customer, or if the Customer is a Reseller, the end customer to which the Reseller sells the Service(s) through a written sale transaction, as applicable for the internal use of such Customer, and not for further resale.
“Intellectual Property Rights” means worldwide common law and statutory rights associated with (a) patents and patent applications; (b) works of authorship, including mask work rights, copyrights,
copyright applications, copyright registrations and “moral” rights; (c) the protection of trade and industrial secrets and confidential information; (d) all rights to registered and common law trademarks, trade names, trade dress, and service marks; (e) other proprietary rights relating to intangible intellectual property (including but not limited to designs, design rights, source codes, proprietary material, know-how, ideas, concepts, methods, techniques, rights in databases and all other intellectual property rights and rights of a similar character whether registered or capable of registration); (f) analogous rights to those set forth above; and (g) divisions, continuations, renewals, reissuances and extensions of the foregoing (as applicable) now existing or hereafter filed, issued or acquired.
“Personal Data” has the meaning set forth in the Data Processing Terms.
“Privacy Notice” means the ASSA ABLOY notice to You as to what Personal Data is being collected, maintained, stored and transmitted, and Your rights in relation thereto.
“Reseller” means an entity that ASSA ABLOY has authorized as a distributor or reseller of the Service(s).
“You,” “Your” or “End Customer” means the company, person or organization (and their authorized end users) that has been granted access to the Service(s).
“Service” means a software-as-a-service offering hosted by ASSA ABLOY in either a dedicated or multi-tenant platform.
2. ACCESS TO THE SERVICE, APIs, AND DOCUMENTATION
2.1 In consideration of your use of the Service(s), you represent that you are of legal age to form a binding contract and are not a person barred from accessing or using the Service(s) under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service registration form (the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or ASSA ABLOY has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, then ASSA ABLOY has the right to suspend or terminate your account and refuse any and all current or future use of the Service(s), or any portion thereof.
2.2 You are hereby granted access to use the Service(s) solely for internal operations and in accordance with these Terms of Service. Provided, however, your access to the Service(s) is limited to the subscription term and other details set forth in the order submitted to and accepted by ASSA ABLOY. For certain Service(s), orders may be placed directly by End Customer through the Service(s). If End Customer has purchased the Service(s) through a Distributor or Reseller, any End Customer order(s) submitted through the Service(s), including the relevant subscription term and other details, must be approved and validated by the Reseller prior to End Customer’s account activation.
2.3 ASSA ABLOY or ASSA ABLOY’s licensors or suppliers may, at any time, without notice or liability, limit the availability of the Service(s) in order to perform maintenance activities or technical support.
2.4 If applicable, ASSA ABLOY grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access APIs only as necessary to use the Service(s). Notwithstanding, your right to use APIs is limited to activity permitted under these Terms of Service. Notwithstanding, API access and use by End Customer or third-party integrators for the purpose of developing Customer Applications may be subject to additional requirements, including but not limited to, separate approval by ASSA ABLOY. Notwithstanding, in the event the Service(s) will be used by End Customer as part of a larger solution including third party products and/or services, End Customer shall have the limited right to sublicense its rights with respect to APIs to such third party, solely for the purpose of creating interconnectivity and/or interoperability with the Service(s). End Customer is responsible for such third party’s compliance with these Terms of Service.
2.5 You shall access and use the Service(s) in accordance with the Documentation. ASSA ABLOY grants to End Customer a limited, non-exclusive, non-transferable, non-sublicensable (except to authorized end users) right to use the Documentation delivered by ASSA ABLOY for use with the Service(s) and to copy the Documentation solely for internal use, provided that all titles, trademarks, trade names, copyright, restricted rights and other proprietary notices are retained.
2.6 If applicable, End Customer is solely responsible for the development, implementation, operation, support, maintenance and security of any Customer Application.
2.7 You are responsible for obtaining access to the Service(s), and that access may involve third-party fees (such as telecommunications providers, internet service providers or airtime charges). You are solely responsible for those fees, and if applicable, those fees associated with the display or delivery of advertisements. You also acknowledge and agree that, unless otherwise expressly provided, you are solely responsible for the provision and maintenance of all necessary equipment and infrastructure needed to access the Service(s) (e.g. computers, internet and messaging services). You understand that the technical processing and transmission of the Service(s), including Customer Materials, may involve transmissions over managed service provider networks and changes required to conform and adapt to technical requirements of connecting networks or devices.
2.8 Additional terms applicable to certain services may be included herein as an Attachment.
3. ACCEPTABLE USE AND COMPLIANCE WITH LAW
3.1 You shall not and shall not permit any end users or third party to access, store, distribute or transmit any spam, viruses, worms, Trojan horses, corrupted files, or other items of a destructive or disruptive nature. You shall not, and You shall not permit end users or any third party, to access, store, distribute or transmit any data or any material during the course of use of the Service(s) that is unlawful, illegal, harmful, threatening, defamatory, obscene, abusive or infringing of any rights or in any way not in compliance with applicable laws. ASSA ABLOY may immediately, without liability to you, suspend or otherwise disable the Service(s) to the extent necessary to disable access to any data or material that breaches the provisions of this Section.
3.2 You shall not, and shall not permit end users or any third party to: (a) modify or create any derivative work of the Service(s), APIs, or Documentation, or any portion thereof; (b) decompile, reverse engineer or otherwise attempt to derive the underlying ideas, algorithms, structure or organization from the Service(s) or APIs; (c) sell, license, sublicense, lease, rent, or otherwise transfer rights to the Service(s) or APIs to any third party; (d) create Internet "links" to the Service(s) or "frame" or "mirror" any part of the Service(s), including any content contained in the Service(s), on any other server or device; (e) engage in, promote, or encourage illegal activity; (f) disable, interfere with or circumvent any aspect of the Service(s) or APIs; or (g) disclose or publish the results of any performance, functional, security evaluation or pen testing, or other evaluation or benchmarking of the Service(s) to any third party without written consent from ASSA ABLOY.
3.3 Unless otherwise agreed, you shall not, and shall not permit any end user or third party to incorporate other services, software or products with Service(s).
3.4 You shall maintain the confidentiality and security of all credentials, including but not limited to, passwords, usernames and other identification. You shall use all reasonable efforts to prevent any unauthorized access to, or use of, the Service(s) and, in the event of any such unauthorized access or use, you will promptly notify ASSA ABLOY in writing.
3.5 The Service(s), any accompanying software and/or hardware, and other technology ASSA ABLOY makes available (“ASSA ABLOY Offerings”) may be subject to export laws and regulations of the United States and other jurisdictions. You agree to comply with all applicable export laws and regulations. You shall not permit end users to access or use any ASSA ABLOY Offerings or Customer Materials in an embargoed country that would prohibit such access or in violation of any export law or regulation. Proscribed countries are subject to change without notice, and you must comply with the list as it exists in fact. You certify that neither End Customer nor any end users are on the U.S. Department of Commerce's Denied Persons List or affiliated lists or on the U.S. Department of Treasury's Specially Designated Nationals List or any such comparable lists by the government of the United Kingdom.
3.6 You 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 ASSA ABLOY Offerings. Without limiting the generality of the foregoing, you shall comply with all laws and regulations on data privacy, international communications, and the exportation of technical or Personal Data.
3.7 End Customer agrees to defend, indemnify and hold harmless ASSA ABLOY from and against all liabilities, fines, penalties, costs and expenses, including reasonable attorney’s fees, related to or
arising from: (a) breach of Section 3; or (b) alterations or modifications to the Service(s), or any software made available pursuant to Section 5, and/or not made by ASSA ABLOY; or (ii) combination or use of the Service(s), or any software made available pursuant to Section 5, with products, services, or materials not provided by ASSA ABLOY.
4. CUSTOMER MATERIALS
4.1 You grant ASSA ABLOY the right to host, use, process, display and transmit Customer Materials to provide the Service(s) pursuant to and in accordance with these Terms of Service.
4.2 End Customer hereby warrants that it (a) owns or has otherwise obtained all rights and permissions related to any Customer Materials; and (b) Customer Materials do not violate the privacy rights, publicity rights, trademark rights, copyrights, contract rights or any other rights of any person or entity. Additionally, if required, End Customer warrants that it will provide all appropriate notices to data subjects and has obtained all appropriate consents to transfer Personal Data to ASSA ABLOY and allow its processing as necessary to provide the Service(s) in accordance with the Data Processing Terms. End Customer agrees to defend, indemnify and hold harmless ASSA ABLOY from and against all liabilities, fines, penalties, costs and expenses, including reasonable attorney’s fees, related to or arising from breach of this Section.
4.3 IF ANY BIOMETRIC INFORMATION IS BEING COLLECTED, MAINTAINED, STORED OR TRANSMITTED THROUGH THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND ACCEPTED THE DATA PROCESSING TERMS IN CONNECTION THEREWITH.
4.4 End Customer has sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Customer Materials. Customer acknowledges and agrees that ASSA ABLOY does not exercise any control over any of Customer Materials that End Customer or its end users use in connection with the Service(s). Furthermore, except as otherwise agreed, you acknowledge and agree that ASSA ABLOY will have no liability or responsibility for any Customer Materials, including, but not limited to, liability for any data loss.
4.4 The Service(s) may from time to time include advertisements. Any such advertisements are necessary in order for ASSA ABLOY to provide the Service. You also understand and agree that the Service(s) may include certain communications from ASSA ABLOY, such as service announcements, administrative messages and newsletters, and that these communications are considered part of Service(s) and you will not be able to opt out of receiving them.
5. SOFTWARE
Software made available for download with, from, or through the Service(s), if any, is licensed subject to the terms of the applicable End User License Agreement (“EULA”) located at: https://www.keypersystems.com/global/en/legal-center/end-user-license-agreement or provided at the time of download or a separate license agreement by and between the You and ASSA ABLOY. You shall maintain any third-party software copyright notices and comply with any license terms embedded on third party software received in connection with Service(s).
6. CHANGES TO THE SERVICE
ASSA ABLOY reserves the right to update, upgrade, modify, change, improve, and/or redesign any product or service at any time (“Product Changes”). ASSA ABLOY will not make any Product Changes that materially impact the functionality of the Service(s) during the then-current subscription term. ASSA ABLOY further reserves the right to discontinue any product or service upon three (3) months advance notice to End Customer. Any and all subsequent updates, upgrades, revisions and changes to the Service(s) or any software component thereof shall be governed by these Terms of Service, as may be amended by ASSA ABLOY from time to time. You agree to promptly install all updates to any software made available pursuant to Section 5, as ASSA ABLOY makes them available, and if you provide access to the Service(s) on behalf of other end users, you shall require them to install all such updates also.
7. SERVICE LEVEL AGREEMENT
Service Level Agreements, if any, will be separately communicated to you by ASSA ABLOY or the Reseller, as applicable. For clarity, any credits owed pursuant to any Service Level Agreements will only be provided to the entity or individual that pays ASSA ABLOY directly for the Service(s). Any applicable Service Level Agreements shall not apply to Trial Services, as defined herein.
8. SUPPORT
ASSA ABLOY may provide You with support services related to the Service(s) (“Support Services”). Use of Support Services is governed by the separate agreements between End Customer and ASSA ABLOY. With respect to technical information which You provide to ASSA ABLOY as part of the Support Services, ASSA ABLOY may use such information for its business purposes, including but not limited to product support and development. ASSA ABLOY shall not be obligated to provide Support Services during any period during which an annual fee is not paid by End Customer or if such Support Services are not offered by ASSA ABLOY.
9. AUTORENEWAL
Upon expiration of the initial subscription term, your access to the Service(s) will automatically renew for the same term as initially ordered unless You, Reseller, or ASSA ABLOY, as applicable, gives notice of non-renewal at least thirty (30) days in advance of the renewal date. You agree to pay the fee applicable to any such renewal. These terms will continue to govern purchase of the Service(s) for any subsequent subscription term.
10. PROPRIETARY RIGHTS AND RESTRICTED RIGHTS
You acknowledge and agree that ASSA ABLOY and/or its licensors own all Intellectual Property Rights in the Service(s). Except as expressly stated herein, you are not granted any Intellectual Property Rights or any other rights or licenses with respect to the Service(s), APIs and Documentation.
The Service(s) 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 ASSA ABLOY. Subject to any applicable regulations set out in the FAR or DFARS (and any superseding regulations), Service(s) are provided with the commercial license rights and restrictions described elsewhere in these Terms of Service. For Department of Defense agencies, the restrictions set forth in the "Technical Data - Commercial items" clause at DFARS 252.227-7015 (Nov 1995) shall also apply.
11. NO LIABILITY
11.1 EXCEPT AS OTHERWISE AGREED, THE SERVICE(S) IS PROVIDED TO YOU ON AN “AS IS” BASIS. ASSA ABLOY GIVES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ASSA ABLOY MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SERVICES OR PRODUCTS PURCHASED OR ACCESSIBLE BY END CUSTOMER. ASSA ABLOY MAKES NO WARRANTY THAT THE SERVICES AND PRODUCTS WILL MEET END CUSTOMER REQUIREMENTS OR WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. ASSA ABLOY MAKES NO WARRANTY REGARDING THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE(S). ASSA ABLOY MAKES NO REPRESENTATION THAT ANY DEFECTS OR DEFICINCIES IN ITS SERVICES OR PRODUCTS WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY A RESELLER, ASSA ABLOY, OR AN ASSA ABLOY AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.
11.2 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH, ASSA ABLOY WILL NOT BE RESPONSIBLE FOR ANY INTERRUPTIONS, DELAYS, FAILURES OR NON-AVAILABILITY AFFECTING THE SERVICE(S) OR THE PERFORMANCE OF ANY PRODUCTS OR SERVICES WHICH ARE CAUSED BY YOU OR ANY THIRD PARTIES, OR ANY ERRORS OR BUGS IN YOUR INFRASTRUCTURE OR SOFTWARE, HARDWARE, OR THE INTERNET.
11.3 Except as otherwise agreed, ASSA ABLOY shall not be liable to you whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise, for any
loss or damage (whether direct, indirect, consequential, etc. including without limitation, loss profits, data loss, business interruption, or any other economic or reputational loss ) arising in connection with your use or failure to use the Service(s).
11.4 If End Customer purchases the Service(s) from a Reseller, End Customer acknowledges that ASSA ABLOY is not a party to and is not bound by any of the terms and conditions or representations or warranties set forth in any agreement between End Customer and such Reseller.
12. FEEDBACK
You may from time to time provide suggestions, comments or other feedback to ASSA ABLOY with respect to any product, material, software or information provided by ASSA ABLOY (hereinafter "Feedback"). You agree that all Feedback is and shall be entirely voluntary and shall not, absent separate agreement, create any confidentiality obligation for ASSA ABLOY. ASSA ABLOY shall be free to disclose and use such Feedback as it sees fit, entirely without obligation of any kind.
13. SUSPENSION OR TERMINATION OF ACCESS
13.1 Should your account be terminated or if you cease use of the Service(s), you must immediately contact ASSA ABLOY or Reseller to disable your access. Any amounts prepaid for the Service(s) are non-refundable.
13.2 ASSA ABLOY may terminate your access to the Service(s) with immediate effect and disable your access if: (a) you or any of your end users breach these Terms of Service; or (b) you or any of your end users infringe ASSA ABLOY’s or any of its licensor’s Intellectual Property Rights or make any unauthorized use of the Service(s).
13.3 ASSA ABLOY may temporarily suspend your access to the Service(s) (to be restored as soon as commercially practicable) if ASSA ABLOY reasonably believes it necessary to maintain the security, quality or integrity of the Service(s) or to prevent misuse.
13.4 ASSA ABLOY may suspend or terminate access to all or any part of the Service(s) if: (a) ASSA ABLOY determines in its reasonable discretion the Service(s) does or may infringe on a third party’s Intellectual Property Rights; or (b) any third party suppliers, service providers or licensors that assist ASSA ABLOY in providing the Service(s) cease providing services to ASSA ABLOY for any reason, or for no reason.
13.5 If you purchase the Service(s) through a Reseller, ASSA ABLOY may suspend or terminate your access to the Service(s) upon request by such Reseller or due to non-payment or insolvency by such Reseller.
13.6 Upon written request by End Customer, made within 30 days after the effective date of termination of the Service(s), ASSA ABLOY will make Customer Materials available to End Customer for export or download as provided in the Documentation. After such 30-day period, ASSA ABLOY will have no obligation to maintain or provide any Customer Materials. Thereafter, unless legally prohibited, ASSA ABLOY will delete or destroy all copies of Customer Materials in ASSA ABLOY’s systems or otherwise in ASSA ABLOY’s possession or control, as provided in the Documentation and/or the Data Processing Terms, as applicable. For clarity, this Section does not apply to Trial Services.
14. FORCE MAJEURE
Neither ASSA ABLOY nor You shall be liable for failure to fulfill its obligations under these Terms of Service or for delays in delivery due to causes beyond its reasonable control, including but not limited to act of God, acts or omissions of the other party, man-made or natural disasters, material shortages, strikes, service outages failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections and power failures. The time for performance of any such obligation shall be extended for the time period lost by reason of the delay.
15. TRIAL
15.1 If you are accessing the Service(s) on trial basis, ASSA ABLOY or Reseller will make the Service(s) available at no charge (“Trial Services”) for a period of up to thirty (30) days (“Trial Services
Period”), unless otherwise set forth in a Service-specific Attachment hereto or agreed in writing by ASSA ABLOY. Trial Services are intended for evaluation purposes only and not for production. These Terms of Service shall apply to your use of Trial Services.
15.2 During or upon expiration of the Trial Services Period, End Customer may purchase a subscription to the Service(s) through ASSA ABLOY or Reseller. Upon purchase of a subscription, these Terms of Service will continue to apply to your use of the Service(s).
15.3 If you do not purchase a subscription to the Service(s) at the end of the Trial Services Period: (a) all rights to access or use the Service(s) will end; and (b) ASSA ABLOY will delete all Customer Materials within 30 days of expiration of the Trial Services Period. For clarity, ASSA ABLOY has no obligation to retain Customer Materials following termination of the Trial Services Period.
15.4 ASSA ABLOY may discontinue Trial Services at any time in ASSA ABLOY’s sole discretion. ASSA ABLOY will have no liability for any harm or damage arising out of or in connection with a Trial Service. For Trial Services, service level commitments do not apply, and support is provided on an as-available basis and is not guaranteed. During any Trial Services Period, ASSA ABLOY will make commercially reasonable attempts to contact users in the event of service disruptions or planned maintenance. In ASSA ABLOY’s sole discretion, the Trial Services may be subject to limitations, including, but not limited to, (i) number of services; (ii) number of users and groups; (iii) disk and service storage space limitations; and/or (iv) rate limits or throttling on calls to ASSA ABLOY’s APIs.
16. WAIVER
No forbearance or delay by either You or ASSA ABLOY in enforcing its rights shall prejudice or restrict the rights of You or ASSA ABLOY, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.
17. SEVERABILITY
If any provision of these Terms of Service is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.
18. AMENDMENTS
ASSA ABLOY may amend these Terms of Service at any time. ASSA ABLOY will post a copy of the amended Terms of Service on the web page, platform or portal where the Service(s) is accessed. Your continued use of the Service(s) after amendment will be considered as your acknowledgment and acceptance of the amended Terms of Service.
19. ASSIGNMENT
You may not assign or purport to assign these Terms of Service or any of its obligations thereunder without ASSA ABLOY’s prior express written consent.
20. THIRD PARTY RIGHTS
These Terms of Service do not confer any rights on any third party.
21. ENHANCEMENT DATA
ASSA ABLOY may collect and use usage history and statistics based on Your or your end users’ use of Service(s) (collectively, “Enhancement Data”) for ASSA ABLOY’s internal analytical purposes related to its provision of the Service(s), including to improve and enhance the Service(s). ASSA ABLOY may make information derived from its analysis of Enhancement Data publicly available, provided that the publicized information does not include any Enhancement Data that has not been aggregated and anonymized. For the purposes of these Terms of Service, aggregated and anonymized Enhancement Data means Enhancement Data that (a) has been aggregated with other data, and (b) does not contain information that identifies You, End Customer, or any end users. For the sake of clarity, aggregated and anonymized data is not considered confidential information.
22. PUBLICITY
ASSA ABLOY may publicly disclose that You are a user of the Service. Additionally, You agree to participate in press announcements, case studies, trade shows, or other marketing reasonably requested by ASSA ABLOY. During Your use of the Service(s) and for a period thereafter, You grant ASSA ABLOY the right, free of charge, to use Your name and/or logo, worldwide, to identify You as a customer on ASSA ABLOY’s website and/or in other marketing or advertising materials. Any logo use shall be subject to ASSA ABLOY’s compliance with any written guidelines that You may deliver to ASSA ABLOY regarding the use of Your name and logo.
23. CONSENT FOR CONTRACT AND ACCESS TO SERVICE INSTANCE
ASSA ABLOY may contact You directly to communicate on matters related to the Service(s). ASSA ABLOY may access any Service(s) instance as necessary solely support the Service(s). Provided, however, unless otherwise set forth in a Service-specific Attachment hereto, ASSA ABLOY’s support personnel will not access any Personal Data contained within the Service(s) without End Customer’s approval.
24. ENTIRE AGREEMENT
Unless agreed otherwise in signed writing by ASSA ABLOY, these Terms of Service contain the whole agreement between the You and ASSA ABLOY relating to the subject matter hereof and supersedes all prior agreements, arrangements and understandings between You and ASSA ABLOY relating to that subject matter.
25. GOVERNING LAW AND DISPUTE RESOLUTION
These Terms of Service shall be construed and interpreted in accordance with the laws of the State of New York. Any action, suit or proceeding relating to these Terms of Service may be brought in the appropriate federal or state court located in New York County, New York and you hereby consent to such jurisdiction. You and ASSA ABLOY hereby irrevocably waive any and all rights to trial by jury in any legal proceedings arising out of or related to these Terms of Service or the transactions contemplated hereby. The provisions of the United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service or any order issued hereunder.