HID® Evaluation and Proof of Concept Terms and Conditions
HID EVALUATION AND PROOF OF CONCEPT
TERMS AND CONDITIONS
THESE TERMS AND CONDITIONS (“TERMS”) GOVERN YOUR (“CUSTOMER”) USE OF SOFTWARE, HARDWARE, APPLICATION PROGRAMMING INTERFACES, AND/OR SOFTWARE-AS-A-SERVICE OFFERINGS (“HID OFFERINGS”) PROVIDED BY HID GLOBAL CORPORATION OR AN HID GLOBAL CORPORATION AFFILIATED ENTITY (“HID”) DURING AN EVALUATION AND/OR PROOF OF CONCEPT (“EVALUATION”). BY ENGAGING IN AN EVALUATION, YOU AGREE TO THESE TERMS AND YOU REPRESENT AND WARRANT YOUR FULL AUTHORITY TO ENTER INTO THESE TERMS ON BEHALF OF THE CUSTOMER AS LICENSEE. IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT USE THE HID OFFERING AND ANY ACCOMPANYING TEST ACCOUNT OR PROFESSIONAL SERVICES. UNLESS OTHERWISE AGREED BY HID IN WRITING, THE HID OFFERINGS PROVIDED HEREUNDER ARE FOR USE IN A NON-PRODUCTION ENVIRONMENT ONLY.
1. License Grant.
During the Term, subject to Customer’s compliance with these Terms and for evaluation purposes only, HID grants Customer a temporary, revocable, non-exclusive license to use the HID Offerings, and related documentation as provided by HID to Customer (“Documentation”). This license does not include any rights to copy, alter, modify, reverse engineer, decompile, disassemble, make derivative works, rent, lease, disclose, sublicense, or otherwise transfer the HID Offerings, related Documentation, or other proprietary information of HID. Notwithstanding the foregoing sentence, if Customer is an authorized HID reseller or distributor, Customer may sublicense those rights granted herein to an end customer or prospective end customer of Customer without right of further sublicense, and transfer the HID Offerings or provide access to the Test Account, if applicable, to such sublicensee for evaluation purposes. Provided, however, Customer shall be fully liable for sublicensee’s compliance with these Terms.
2. Ownership.
The HID Offerings, the related Documentation, and all authorized copies thereof, shall remain the exclusive property of HID, and shall not be used in any way other than as allowed by these Terms, and shall not be disclosed to any third party. Customer shall bear the risk of loss of the HID Offerings while in its possession and shall be liable to HID therefor. Customer acknowledges that, as between HID and Customer, the HID Offerings and related Documentation and all Intellectual Property Rights with respect thereto, are and will at all times be the property of HID, even if Feedback is incorporated into current or subsequent versions of the HID Offerings or related Documentation. As used herein, “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; and (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).
3. Test Account.
Use of any HID Offering via a SaaS test account or temporary hosted environment managed by HID (“Test Account”) is strictly limited to internal activities necessary to use and test the HID Offerings. Customer is not permitted to use the Test Account for any other purpose without HID’s express written permission. Customer shall not permit any use of or access to the Test Account, or any component thereof, by any third party or operate the Test Account on behalf of or for the benefit of any third party, except as permitted by Section 1. Unless otherwise expressly agreed by HID in writing, the Test Account should never be used for storing confidential information, personal or sensitive data, key material or certificates of any kind. HID provides no warranty or guarantee with respect to the durability or integrity of items stored in the Test Account and any such information, functionality and/or services may be cleared by HID periodically without advance warning. Accounts cannot be converted to production usage during the Evaluation under any circumstances. In HID’s sole discretion, the Test Account may be subject to limitations, including, but not limited to (i) number of instances; (ii) number of users and groups; (iii) disk and service storage space limitations; and/or (iv) rate limits or throttling on calls to HID application program interfaces. Use of the Test Account is further subject to the Terms of Service located here: https://www.hidglobal.com/legal/saas-terms-service. HID reserves the right to suspend access to the Test Account at any time.
4. Support.
Support is provided on an as-available basis and is not guaranteed. Access the HID Offerings is not subject to any Service Level Agreement. HID will make commercially reasonable attempts to contact Customer in the event of service disruptions or planned maintenance.
5. Professional Services.
Any professional services provided by HID are governed by the terms located here: https://www.hidglobal.com/sales-policy/professional-services-terms-conditions.
6. Compliance With Export Control Legislation.
The HID Offerings may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. Customer 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 Customer. Customer shall indemnify and hold HID and its suppliers and affiliates harmless from and against all claims, losses, damages, demands, and expenses arising from or in connection with its breach of this Section.
7. Disclaimer of Warranty.
CUSTOMER AGREES AND ACKNOWLEDGES THAT HID SHALL HAVE NO RESPONSIBILITIES TO CUSTOMER TO CORRECT ANY DEFECTS OR PROBLEMS IN THE HID OFFERINGS, ANY TEST ACCOUNT, OR THE RELATED DOCUMENTATION, OR TO ASSURE THAT THE SOFTWARE OPERATES PROPERLY. HID DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE HID OFFERINGS, ANY TEST ACCOUNT AND THE RELATED DOCUMENTATION, WHETHER EXPRESS OR IMPLIED, INCLUDING SPECIFICALLY THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE HID OFFERINGS, ANY TEST ACCOUNT AND THE RELATED DOCUMENTATION ARE PROVIDED “AS IS”, AND CUSTOMER UNDERSTANDS THAT IT ASSUMES ALL RISKS OF ITS USE, QUALITY, AND PERFORMANCE.
8. Liability.
HID shall have no liability whatsoever to Customer in connection with these Terms, including without limitation, liability for any problems in or caused by the HID Offerings, any Test Account or the related Documentation, whether direct, indirect, special or consequential (including lost profits), even if HID has been advised of or otherwise has reason to know of the possibility of such damages. Further liability for such damage will be excluded. Customer shall be liable to HID for any losses, costs or damages arising from damage to the HID Offerings while in Customer’s possession and the misuse of any Test Account.
9. Return of HID Offerings.
If HID provides Customer with any hardware during the Evaluation, Customer agrees to return the HID Offerings to HID without the requirement of demand and in good working order (excepting wear and tear from normal use with respect to hardware HID Offerings), to be received by HID within ten (10) days of the end of the Term. Furthermore, if the HID Offerings includes software, Customer shall destroy or erase all copies of such software in its possession at the end of the Term. With respect to any unreturned HID Offerings or HID Offerings returned in damaged condition, HID will invoice Customer and Customer shall pay the current list price for such HID Offerings. Customer agrees to initiate payment by issuance of a purchase order or credit card payment. This Section shall not apply if Customer purchases the hardware.
10. Term.
Unless otherwise agreed by HID in writing, the term of the Evaluation shall be thirty (30) days from delivery (“Term”).
11. Confidentiality and Feedback.
Customer agrees that any information concerning the Evaluation shall be held in strict confidence and not disclosed to any third party other than HID authorized resellers or distributors, and affiliated entities controlled by Customer or under common control with Customer. Customer shall not directly or through any third-party use HID’s name, logo, trademark or other identification element for advertising or publicity purposes without HID’s prior written consent. Any such use of identification element shall insure to HID’s sole benefit. Customer may, from time to time, provide suggestions, comments or other feedback to HID with respect to the HID Offerings or a Test Account (hereinafter "Feedback"). Customer agrees that all Feedback is and shall be entirely voluntary. HID shall be free to disclose and use such Feedback as it sees fit, entirely without obligation of any kind to Customer.
12. Governing Law and Venue.
These Terms shall be governed by the laws of the state of Texas excluding its conflicts of law principles. Exclusive jurisdiction and venue for any claim relating to these Terms shall be the state and federal courts located in Travis County, Texas. Each Party waives any objection based on venue or inconvenient forum and hereby consents to the personal jurisdiction of such courts.
13. Entire Agreement.
Unless agreed otherwise in signed writing by HID, these Terms contain the whole agreement between the parties relating to the subject matter hereof and supersedes all prior agreements, arrangements and understandings between the parties relating to that subject matter.
