Effective Date: 10 March 2021
This Agreement constitutes a binding agreement (“Agreement”) between You (“End User ”, “You” or “Your”) and dormakaba Production GmbH & Co. KG Singapore branch ( “dormakaba,” “We,” “Us,” or “Our”). This Agreement governs Your access to and use of the dormakaba True Access Solution (“TAS”) software, documentation and all updates (the “Mobile App”) and its features, functionality, and content accessible on or through the Mobile App (the “Services”) provided by dormakaba ( unless otherwise expressed at the time of download or the update) for use with dormakaba hardware (“Product(s)”) and other compatible third party hardware, software and devices certified by dormakaba or for which dormakaba is licensed for use with the Mobile App from time-to-time.
By downloading and installing the Mobile App, setting up Your account and clicking “I Accept” to access and use Our Products or Services, You: (a) represent that You are authorized to download and install the Mobile Application and access and use the Services,(b) acknowledge that You have read and understood the terms set forth in this Agreement; (c) agree that You are legally bound by the terms of this Agreement; and (d) if you are acting on behalf of an organization or entity, You represent that You are duly authorized to act on behalf of that organization or entity and have all the rights and power to agree and bind that organization or entity to the terms of this Agreement. If You do not agree to the terms set forth in this Agreement, do not download, install, or use the Mobile App, Products or Services and remove the Mobile App from Your Device (defined below).
All right, title and interest in the Mobile App, Products and Services (including without limitation information, documents, logos, graphics, designs and images) are owned by dormakaba, its licensors, or third parties as designated from time-to-time.
2) RESTRICTIONS. The license to use the Mobile App and Services under this Agreement are subject to the following restrictions to which You agree: :
(i) You shall not modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable or copyrightable, of the Mobile App or Services;
(ii) You shall not reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Mobile App or Services or any part thereof;
(iii) You shall not remove, delete, alter, or obscure any trademarks or any copyright, patent, or other intellectual property or proprietary rights notices from the Mobile App, Products or Services;
(iv) You shall not rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Mobile App or Services, or any features or functionality of the Mobile App or Services, to any third party for any reason, including by making the Mobile App or Services as applicable, available on a network where it is capable of being accessed by more than one device at any time ;
(v) You shall not disable, circumvent, remove, deactivate, impair, descramble, or otherwise create or implement any workaround to any copy protection, rights management, or technological or security features in or protecting the Mobile App;
(vi) You shall not post, upload, publish, submit or transmit any Content and/or Media via the Services; and
(vii) You shall not use the Mobile App or Services or engage in any act in relation to the Mobile App or Services that may : (a) infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy; (b)is fraudulent, false, misleading or deceptive; (c) is defamatory, obscene, pornographic, vulgar or offensive; (d) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (e) is violent or threatening or encourages violence or actions that are threatening to any person or entity; or (f) violate or encourage any conduct that would violate any applicable laws or regulations including the promotion of illegal or harmful activities or substances, or would give rise to civil responsibility;
(viii) You shall not use, display, mirror or frame the Mobile App or Services as applicable, or any individual elements within or from the Mobile App or Services, dormakaba’s name, or any dormakaba trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without dormakaba’s prior written consent; and
(ix) You shall not encourage or enable any other individual to do any of the foregoing.
3) RESERVATION OF RIGHTS. You acknowledge and agree that this Mobile App and the Services as applicable, are provided under license, and not sold, to You. You do not acquire any ownership interest in the Mobile App or the Services as applicable under this Agreement, or any other rights thereto other than to use the Mobile App and the Services as applicable in accordance with the license granted herein, and subject to all terms, conditions, and restrictions, under this Agreement. dormakaba, its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Mobile App and the Services as applicable, including all copyrights, trademarks, patents, trade secrets, and other intellectual property rights therein or relating thereto, except as expressly granted to You in this Agreement. To the extent Your access to or use of the Mobile App, Products or Services involves or is integrated with products or services of affiliated companies or Third Party Materials, any terms and policies covering those products or services may also apply. This Mobile App and the Services are designed to be used exclusively with the Products You purchase from Us. This Mobile App may also be used with certified Third Party Materials as applicable, which may be accessed through Your and/or Your Authorized User’s Mobile App, and those Third Party Materials may be subject to separate terms and conditions to which You and Your Authorized User will be required to comply. dormakaba is not responsible for the Third Party Materials that You or Your Authorized User access and use under separate terms and conditions and We recommend that You create a separate account for Your and Your Authorized User’s access and use of the Third Party Materials Once enabled, the Mobile App and Services include online storage which may be provided by third parties for Your or Your Authorized User’s personal data and You will have the ability to download Your data to or remove it from Your Device.
4) YOUR ACCOUNT. Your Device must be compatible with the most recent version of the Mobile App in order to download and install the Mobile App and access and use the Services. To access and use the Services, You must create Your account, and select a password and user name (collectively the password and user name are referred to herein as “User ID”). Your account will require Your email address and/or mobile phone number and You promise to provide Us with an accurate and complete email address and/or mobile phone number, and You will update the account registration information about Yourself and Your Authorized Users as necessary, so We may send You notifications and other account related communications. You are responsible for maintaining and protecting the security of your Products, your Device, Mobile App account, and User ID, You must exercise due care to protect the information you provide for your account, User ID and for Your access and use of the Products and Services from Your Mobile App and You will not share Your account or User ID with anyone. You agree to abide by, and use the Products, Services, Mobile App and User ID in accordance with the documentation made available to You by Your sales representative and any other terms and conditions that We may provide. You agree to download updates and/or upgrades to the Mobile App for use with the Products or Services as they become available. All settings, network communications and changes necessary for the smooth operation of the Mobile App, access and use of the Services and Products are kept up to date and correct. In the event your Device is lost, sold, transferred or assigned to someone else, or when You cease to use the Services, you agree to immediately remove or request removal of Your account from Your Device. All access and use of the Mobile App and related Products, Services, or Third Party Materials, and Your Device through your Account (by you or others including Your Authorized Users) is your responsibility.
If You set up accounts for Authorized Users, the Authorized Users are responsible for their own actions in connection with the Products, Mobile App, their Devices, the Services and any Third Party Materials as applicable, provided however, You hereby agree to be fully responsible for all actions taken by Your Authorized Users in relation to the access rights You grant to them for use with the Mobile App, Products, Services, account and Third Party Materials as applicable. Therefore, it is incumbent upon You to authorize only those individuals that You trust to access Your account, the Mobile App, Products, Services and Third Party Materials as applicable.
5) COMPLIANCE WITH LAW. There may be privacy and other laws applicable to You which may impose certain responsibilities on You and Your use of the Mobile App, Products and Services. You agree that it is Your responsibility, and not the responsibility of dormakaba, to ensure that You and Your Authorized Users have the necessary legal capacity to use the Mobile App, Services, and Products, and to comply with any and all applicable laws when accessing and using the Mobile App, Products, and Services.
If Your use of the Mobile App, Services or any Products is prohibited by applicable laws or You or Your Authorized User do not have the legal capacity as required by applicable law, then You are not authorized to use the Mobile App, Services or Products. dormakaba is not responsible and shall not be liable for Your use of the Mobile App, Services or any Products in any way that violates applicable law.
7) COLLECTION AND USE OF YOUR INFORMATION.
8) MEDIA. You are solely responsible for the access and use of all of Your and Your Authorized User’s Media. “Media” means all audio, video, images, text, data, graphics or other types of material and content you may create and store on your Device or on the Services. Media is protected by applicable copyright laws. dormakaba does not claim ownership of Your intellectual property rights in Your Media. Other than the rights You grant to Us under this Agreement, You retain all rights You have in Your Media. You represent and warrant that You have all the necessary rights to upload, post, email, transmit, use, share, or disseminate Media while using or in connection with the Mobile App and Services, and You hereby grant a non-exclusive, royalty-free, perpetual, irrevocable, worldwide, transferable license to dormakaba for all intellectual property rights therein, including but not limited to all patent, trademark, copyright or trade secret, for any such use and publication of said Media on the Services in accordance with the terms set forth herein.
You may only use the Media on the Services as permitted in this Agreement. We do not accept any responsibility and shall not be liable for any Media posted, shared, transmitted, emailed, uploaded, used or disseminated by You, Your Authorized Users, or any third parties on the Services.
In the event that you access and use the Services from a device which has a “jail broken” or “rooted” operating system, this may potentially allow other applications to circumvent security features on Your Device and any use of such a device is at Your own risk. To the extent permitted by applicable law, in no event, will dormakaba be liable for any loss of features, functionality or any information, Media or other materials You may store on Your Device and You will indemnify, defend and hold dormakaba harmless in the event of any damages or liability that may arise from, be related to or in connection with the use of such a jail broken or rooted device.
We are not obligated to monitor access to or use of the Mobile App, the Services or to review or edit any Media that You or anyone else have recorded, posted, published or otherwise shared on the Services. However, We have the right to do so for the purpose of operating the Services, to ensure compliance with this Agreement, and with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to the Services or any Media therein, at any time and without notice, including, but not limited to, if We, in Our sole discretion, consider any Media to be objectionable or in violation of this Agreement. We have the right to enquire into and investigate violations of this Agreement or any conduct that may affect the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate applicable law.
9) TRADEMARKS AND COPYRIGHTS. Nothing on or in the Mobile App, Products or Services shall be construed as conferring any license under any intellectual property right, including any right in the nature of trademark or copyright, of dormakaba or any third party, whether by estoppel, implication or otherwise. All trademarks and trade names are the property of their respective owners.
Except as otherwise noted, dormakaba is the owner or licensee of all trademarks and service marks, on or in the Mobile App, Products and Services, whether registered or not.
10) VALUE ADDED SERVICES; SUBSCRIPTION FEES.
The dormakaba TAS Mobile Application is downloaded free of charge. However dormakaba may offer additional features and services from time-to-time which are available for purchase separately (“Value Added Services”) through the Mobile Application. You may choose to purchase any Value Added Services. Said Value Added Services will be subject to a subscription fee which is payable either monthly, annually, or individual Pay-per-use (“Subscription Fee(s)”), each of which shall be payable in advance. This Subscription Fee entitles you to receive all updates, bug fixes and the continued use of the Value Added Services unless and until you discontinue and cancel the Value Added Services or the subscription period expires.
Subscription Fees are invoiced and payable on the first day of the applicable Subscription Fee period. If you use a Value Added Service which is Pay-per-use, Your Subscription Fee shall be payable immediately for the applicable Value Added Service. If payment is not received for any Subscription Fee when due, or Your payment by credit card or such other payment method is rejected or denied, dormakaba has the right to suspend and/or cancel Your access to the Value Added Services and to claim any rejection or insufficient funds fee and to process any such payment by the payment method You have submitted to Us. dormakaba further reserves all of its rights and recourses to claim any and all losses and damages it may incur due to Your non-payment in accordance with applicable laws.
Your enrollment for Value Added Service will be confirmed either by sms, email, or such other electronic notification means available from time-to-time, to your Device, and You will receive a notice to pay the Subscription Fee for each subscription period as it becomes due.
11) TERMINATION OF SUBSCRIPTION SERVICES. YOU MAY CANCEL YOUR ACCESS TO AND USE OF THE VALUE ADDED SERVICES, AT ANY TIME, WITH OR WITHOUT CAUSE. YOU WILL NOT RECEIVE NOR WILL YOU BE ENTITLED TO A REFUND OF ANY PREPAID SUBSCRIPTION FEES. FOLLOWING YOUR CANCELLATION, YOU WILL CONTINUE TO HAVE ACCESS AND USE OF THE SERVICES UNTIL THE LAST DAY OF YOUR SUBSCRIPTION PERIOD. After such subscription period terminates, You will no longer have access to the Value Added Services and must cease all use of the Value Added Services.
12) RETURN POLICY. If, for any reason, You decide to return Your hardware Products that You purchased from one of our partners, You must contact that representative from whom You purchased the Products in order to validate and authorize the return of Your Product.
14) UPDATES. dormakaba may, from time to time in its sole discretion develop and provide Mobile App and/or Services updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features or functionality. You agree that dormakaba is not required to provide any Updates or to continue to provide or enable any particular features or functionality. You further agree that dormakaba may automatically install such Updates without providing any additional notice to You or receiving any additional consent from You. Based on Your Device settings, when Your Device is connected to the internet either:
(a) The Mobile App will automatically download and install all available Updates; or
(b) You may receive a notice of or be prompted to download and install available Updates.
You shall promptly download and install all Updates and You acknowledge and agree that the Mobile App or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Mobile App and/or Services as applicable are subject to all terms and conditions of this Agreement.
15) SAFETY; BACKUPS. You acknowledge that Our Mobile App, Products and Services are not intended for a third-party monitored alarm or emergency notification system and that dormakaba does not monitor emergency notifications and will not dispatch emergency authorities to Your home or business location in the event of an emergency. dormakaba makes no warranty or representation that use of the Mobile App, Products or Services will affect or increase any level of safety.
16) DISCLAIMER OF WARRANTIES. OUR MOBILE APP, PRODUCTS AND SERVICES ARE PROVIDED TO YOU ”AS IS”, AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DORMAKABA, ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS, SUCONTRACTORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE MOBILE APP, PRODUCTS AND SERVICES INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION OF THE FOREGOING, DORMAKABA PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE MOBILE APP, PRODUCTS AND SERVICES WILL MEET YOUR NEEDS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE BUG OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF, OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
17) LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL DORMAKABA, ITS AFFILIATES OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS, SUBCONTRACTORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM, IN CONNECTION WITH, OR RELATED TO YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE MOBILE APP, THE PRODUCTS AND SERVICES FOR:
(i) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE LIABILITY OF DORMAKABA TO YOU FOR PERSONAL INJURY RESULTING FROM ITS NEGLIGENCE IS NOT LIMITED.
(ii) EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, DORMAKABA, ITS AFFILIATES OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS, SUBCONTRACTORS OR SERVICE PROVIDERS TOTAL LIABILITY IN CONTRACT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION OR OTHERWISE IN RELATION TO THIS AGREEMENT SHALL NOT EXCEED THE SERVICES FEES PAID OR PAYABLE IN THE PRECEDING TWELVE MONTHS BY YOU TO DORMAKABA, ITS AFFILIATES OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS, SUBCONTRACTORS OR SERVICE PROVIDERS PURSUANT TO THIS AGREEMENT.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL DORMAKABA BE LIABLE IN ANY WAY FOR ANY CONTENT OR MEDIA, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT OR MEDIA, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED IN CONNECTION WITH THE USE OF OR EXPOSURE TO ANY CONTENT OR MEDIA POSTED, EMAILED, ACCESSED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE MOBILE APP OR SERVICES.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR DORMAKABA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
18) INDEMNIFICATION. You agree to indemnify, defend, and hold harmless dormakaba and its officers, directors, employees, agents, affiliates, successors, and assigns, or any of its or their respective licensors, subcontractors or service providers, from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorney’s fees, arising from or relating to your use or misuse of the Mobile App, Products or Services or your breach of this Agreement, including but not limited to the Media or Content you submit or make available through this Mobile App or on the Services.
19) JURISDICTION AND CHOICE OF LAW. This Agreement is governed by and construed in accordance with the laws of Singapore, without giving effect to any choice or conflict of law provision or rule.
20) MEDIATION; ARBITRATION. In the event of any dispute arising out of or in connection with the present Agreement, the parties shall first refer the dispute to proceedings under the ICC Mediation Rules. If the dispute has not been settled pursuant to the said Rules within 45 days following the filing of a Request for Mediation or within such other period as the parties may agree in writing, such dispute shall thereafter be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules of Arbitration. The Mediation and any Arbitration hearing shall be heard in Singapore at the ICC offices or such other venue that the parties may agree upon, said venue to be in Singapore. You waive any and all objections to the exercise of jurisdiction over you by the ICC Mediation Rules and the Rules of Arbitration of the International Chamber of Commerce and to venue in Singapore.
21) SEVERABILITY. If any provision of this Agreement is invalid, illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
22) ENTIRE AGREEMENT. This Agreement, and our https://www.dormakaba.com/tas/privacy-policy constitute the entire agreement between You and dormakaba with respect to the access and use of the Mobile App, Products and Services, and supersedes all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Mobile App, Products and Services.
23) WAIVER. No failure to exercise, and no delay in exercising any right by dormakaba hereunder shall operate as a waiver thereof, nor shall the exercise of any right in part or in whole hereunder preclude further exercise of that or any other right hereunder.
24) CONTRACT (RIGHTS OF THIRD PARTIES) ACT. A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act (Cap 53B) to enforce any benefit under this Agreement and the application of the Contracts (Rights of Third Parties) Act (Cap 53B) is expressly excluded.
dormakaba Production GmbH & Co. KG Singapore branch
Contact information: Digital-APAC.SG@dormakaba.com