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Terms of Use
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These website terms of use (the “Terms of Use”) constitute a binding agreement between you and Kaba Ilco Inc. (“dormakaba”,” “we,” or “us”) with respect to your use of this website (the “Website”) and the content and services available on this Website (the “Services”). These Terms of Use govern your access to and use of this Website. NOTWITHSTANDING ANYTHING TO THE CONTRARY, BY ACCESSING THIS WEBSITE OR USING THIS WEBSITE OR SERVICES IN ANY MANNER (WHETHER AUTOMATED OR OTHERWISE), YOU (A) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THESE TERMS OF USE AND OUR Privacy Policy, WHICH IS INCORPORATED HEREIN BY REFERENCE, AND (B) AFFIRM THAT YOU ARE AT LEAST 18 YEARS OF AGE (OR HAVE REACHED THE AGE OF MAJORITY IN THE JURISDICTION WHERE YOU RESIDE). IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU SHOULD LEAVE THIS WEBSITE NOW. We may and you agree that we may, at any time, amend in whole or in part, these Terms of Use and/or Privacy Policy by posting a notice of amendment (with the amended terms and/or conditions) on this Website, by presenting the amended Terms of Use and/or Privacy Policy when you next logon to this Website, or by providing you with the amended Terms of Use and/or Privacy Policy to the email address that you provided to us. All amended Terms of Use and/or Privacy Policy shall be effective (i) when they are posted on this Website, which posting shall constitute notice to you, or (ii) immediately upon your acceptance, if presented to you when you subsequently logon to this Website, or (iii) upon receipt, if you receive the amended Terms of Use by any other method; whichever occurs first. Further, you shall be deemed to have accepted the amended Terms of Use and/or Privacy Policy if you continue to use this Website after such effective date. Eligibility; License; Restrictions on Use To use this Website, you must: (i) be a property manager or property owner of one or more properties that have an Oracode lock installed on their doors (“Oracode Lock Doors”) or the duly authorized representative or site administrator of such property manager or property owner that is of the age of majority in the jurisdiction where you are domiciled or reside; and (ii) have accepted and comply at all times with, on a continuing basis, these Terms of Use as amended from time to time. dormakaba grants you a limited, personal, non-transferable, non-sublicensable, revocable license to access and use this Website (and to permit your duly authorized users to use this Website), its content and the Services only in the manner presented by dormakaba and solely for your internal use for the purpose of managing the Oracode Lock Doors installed on the properties that you manage or own and, if you are granted site administrator privileges, for using the site administrator functionality on this Website (“Permitted Purpose”). Except for this limited license, dormakaba does not convey any interest in or to dormakaba’s systems, information or data available via this Website, its content or the Services, or any other dormakaba property, by permitting you to access this Website. If you cease to manage or own a particular property that contains Oracode Lock Doors that you have previously managed via this Website, you are solely responsible for immediately deleting (or causing your site administrator to immediately delete) such Oracode Lock Doors from this Website. If you cease to manage or own any properties that contain Oracode Lock Doors, then your permission to use this Website is automatically terminated as described below in the section titled “Termination of Use”. In order to create users under your account, you will have to complete a registration process for such user(s) (if you have site administrator permissions) or contact your site administrator and provide them with the information necessary for them to complete the registration process for such user(s) on your behalf. You agree to provide true, accurate, current, and complete information about your users as prompted by the applicable registration form or your site administrator, and you are responsible for keeping such information up to date. You are solely and fully responsible for maintaining the confidentiality of your account information, including without limitation, for ensuring that the user names and passwords of your users are kept secret and secure, and you agree to take all necessary precautions to protect your user names and passwords and to prevent any and all non-authorized use or access of such user names and passwords. You are responsible and liable for all activities conducted through your account, regardless of who conducts those activities. You may not share your account with anyone or allow anyone else to access or use your account, other than your duly authorized users, and solely for the Permitted Purpose. You agree to immediately notify dormakaba of any unauthorized use of your account, or any other breach of security with respect to your account. We are not liable for any loss or damage arising from your failure to protect the confidentiality of your account information, including without limitation the user name or password of any of your users. You represent and warrant that you have obtained all required consents for, and have provided all appropriate notices in connection with, dormakaba’s collection and processing of personally identifiable information on your behalf through the Services (including, without limitation, the processing and storage of such personally identifiable information outside of the country in which the person is resident). Any special terms and conditions for use of certain content or Services provided on this Website are incorporated into, and become part of these Terms of Use. Except as expressly allowed herein, you agree not to reproduce, copy, download, store, retransmit, distribute, sell, republish, modify, translate or create derivative works of, or in any way commercially exploit, in whole or in part, any portion of this Website, its content and/or the Services without the express prior written consent of dormakaba in each case. Any decompilation, disassembly, reverse engineering or other exploitation of this Website, the content of this Website and/or the Services is strictly prohibited. You acquire absolutely no rights or licenses to this Website, the content of this Website or the Services other than the limited right to use this Website, such content and the Services in accordance with these Terms of Use. You agree: (i) to use this Website, its content and the Services (collectively, “dormakaba Website Property”) for lawful purposes and only in compliance with all applicable local, national or international laws, rules and regulations; and (ii) not to use the dormakaba Website Property for any inappropriate, fraudulent, improper, offensive or damaging purpose. Potential users in any jurisdiction where laws (whether common or statutory) would: (a) void these Terms of Use in whole or in part; or (b) render accessing the dormakaba Website Property, illegal, are not authorized to use the dormakaba Website Property. If you access and download any content (including the Services) or information from this Website, you represent that you are not a person or entity to which your laws would prohibit such use or access. You are solely responsible for compliance with the laws of your local jurisdiction and any other applicable laws regarding the import, export or re-export of the content of this Website (including the Services). Further, You agree not to:
If you are aware of, or experience any content, activity or communication through or in connection with the Website that appears to be in violation of the above restrictions, or in violation of any other provision of these Terms, we ask that you please inform us by contacting us as set forth under “Notice” below. Trademarks and Copyright; Ownership Kaba, eCode, dormakaba, Oracode Kaba Ilco and related words and logos, as well as the names of other products or services of dormakaba, are trade names, trademarks or registered trademarks of dormakaba or under license to dormakaba. The names of other companies, products or services referred to in this Website are the trademarks of their respective owners. Any unauthorized use of any of these trade names or trade-marks is prohibited. As between us, dormakaba is and shall remain the sole and exclusive owner of the dormakaba Website Property, any and all underlying systems, hardware, software and technology, and any and all information, materials, content, products or services thereon, including all intellectual property therein, thereunder or related thereto (collectively, the “dormakaba Property”) including, without limitation, all patents, copyrights, trademarks, trade secrets, and other intellectual property and proprietary rights therein and thereto. Your rights to access and/or use any dormakaba Property is limited as expressly set forth herein and is strictly for the Permitted Purpose. Except as expressly set forth in these Terms of Use, you and your users have no rights with respect to the dormakaba Property. dormakaba reserves all rights in the dormakaba Property that are not expressly granted to you in these Terms of Use. The entire Website is Copyright 2002 - 2016 Kaba Ilco Inc. All rights reserved. The Services and all content provided on this Website are protected by law, including U.S. and Canadian copyright law, intellectual property laws and international treaties. Electronic Communication The only information from this Website or generated via the Services that you may e-mail or text to a third party is (i) the access code for an Oracode Door Lock that you generated via the Services and (ii) if you have been granted site administrator privileges, you may e-mail or text the user name and password for a new user that you create to such new user. You agree that you will send such e-mails and/or texts solely to those third parties who are authorized to receive and use such access codes or logon credentials and solely in compliance with applicable law. You are solely responsible for getting all third party consents necessary under applicable law in order to send such e-mails and/or texts. E-mail sent over the Internet is not secure and may be lost, intercepted, or altered. If you send any such information that is on this Website or generated via the Services to any other person or entity, including an authorized user of your Oracode lock system, dormakaba will not be responsible if it is lost or intercepted, altered or misused by someone else. Further, if you share any information, such as access codes generated via the Services, from this website with any third party, you do so at your own risk and assume all responsibility therefor, including for any property damage, bodily injury or death caused by anyone with whom you shared an access code for an Oracode Door Lock. dormakaba is not liable for any information that you send to third parties, regardless of how same is shared or transmitted. You agree to defend, hold harmless and indemnify dormakaba, against any claims that may arise from any such e-mail or text transmission or other sharing of information generated via the Services. This indemnity will survive termination of these Terms of Use. If you send dormakaba an email, you agree that we may (at our sole discretion) respond to you by e-mail, and provide by e-mail any confidential information that you have requested; you also agree we will not be liable if the information we provide to you by e-mail in this section is lost or intercepted, altered or misused by someone else. dormakaba may communicate with you through means of electronic communication such as e-mail or notices posted on this Website. You agree that all agreements, notices, disclosures and other communications that dormakaba provides to you electronically satisfy any legal requirement that such communications be in writing. Privacy You acknowledge and agree that all information collected by dormakaba in connection with this Website is subject to our Privacy Policy. By using the Services, you consent to all actions we take with respect to your information in compliance with our Privacy Policy. Change and Suspension dormakaba reserves the right to make changes to, suspend, or discontinue (temporarily or permanently) the Services or any portion thereof (including any content) at any time. You agree that dormakaba will not be liable to you or to any third party for any such change, suspension, or discontinuance. dormakaba reserves the right to, immediately without notice and in its sole discretion, deactivate, suspend, block or terminate your use of this Website and the Services, or to any features or portions thereof, if such use is found or is reasonably suspected to involve or facilitate any unauthorized, illegal, abusive or unethical act or a violation of these Terms of Use. dormakaba will have no liability to you in connection with any such deactivation, suspension, blocking or termination. DISCLAIMER, LIMITATION OF LIABILITY AND EXCLUSION OF CONSEQUENTIAL DAMAGES YOU EXPRESSLY AGREE THAT YOUR USE OR ACCESS OF THE DORMAKABA WEBSITE PROPERTY AS PERMITTED HEREIN IS AT YOUR SOLE RISK. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE DORMAKABA WEBSITE PROPERTY, AND DORMAKABA SHALL HAVE NO LIABILITY RELATING TO THESE TERMS OF USE, THE DORMAKABA WEBSITE PROPERTY, OR ANY COMPONENT THEREOF. ANY AND ALL USE OR ACCESS OF ANY DORMAKABA WEBSITE PROPERTY AS PERMITTED HEREIN IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS, FOR YOUR GENERAL REFERENCE AND CONVENIENCE. ALTHOUGH DORMAKABA AND ITS SUPPLIERS TRY TO ENSURE THAT INFORMATION, CONTENT, MATERIALS, PRODUCTS AND SERVICES ARE ACCURATE WHEN THEY ARE PLACED OR MADE ACCESSIBLE ON THIS WEBSITE, NEITHER DORMAKABA NOR ANY OF ITS SUPPLIERS GUARANTEES OR REPRESENTS THAT THIS INFORMATION, CONTENT, MATERIALS, PRODUCTS AND SERVICES IS OR ARE IN FACT ACCURATE, COMPLETE, CURRENT OR SUITABLE FOR ANY PARTICULAR PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, DORMAKABA AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, REPRESENTATIONS, OBLIGATIONS AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE DORMAKABA WEBSITE PROPERTY OR ANY PART THEREOF, AND ANY USE OR ACCESS THEREOF. WITHOUT LIMITING THE FOREGOING, DORMAKABA AND ITS SUPPLIERS DO NOT WARRANT AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, REPRESENTATIONS, OBLIGATIONS OR CONDITIONS REGARDING THE QUALITY, RELIABILITY, TIMELINESS OR SECURITY OF THE DORMAKABA WEBSITE PROPERTY OR THAT THE DORMAKABA WEBSITE PROPERTY WILL BE UNINTERRUPTED OR ERROR FREE, AS WELL AS THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND THAT DEFECTS WILL BE CORRECTED, OR THAT THE DORMAKABA WEBSITE PROPERTY OR ANY PART THEREOF IS OR ARE COMPATIBLE WITH ANY SYSTEMS OR OTHER PRODUCTS, HARDWARE, SOFTWARE OR TECHNOLOGY, OR THAT THE DORMAKABA WEBSITE PROPERTY OR ANY PART THEREOF WILL BE FREE OF VIRUSES, DISABLING DEVICES OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES (YOU ARE RESPONSIBLE FOR IMPLEMENTING SAFEGUARDS TO PROTECT THE SECURITY AND INTEGRITY OF YOUR SYSTEMS AND YOU ARE RESPONSIBLE FOR THE COSTS OF ANY SERVICE, REPAIRS OR CONNECTIONS WHICH MAY BE NECESSARY TO YOUR SYSTEMS AS A RESULT OF YOUR USE OF THIS WEBSITE, ITS CONTENT OR THE SERVICES). SECURE ACCESS TO THE DORMAKABA WEBSITE PROPERTY MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF DORMAKABA’S CONTROL. DORMAKABA AND ITS AFFILIATED AND RELATED ENTITIES AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE DORMAKABA WEBSITE PROPERTY, INCLUDING BUT NOT LIMITED TO (I) DAMAGES ARISING FROM USE OF OR INABILITY TO USE THE DORMAKABA WEBSITE PROPERTY; (II) PERSONAL INJURY, PROPERTY DAMAGE, OR LOSSES OF ANY KIND, RESULTING FROM YOUR ACCESS TO AND/OR USE OF THE DORMAKABA WEBSITE PROPERTY; (III) UNAUTHORIZED ACCESS TO OR USE OF ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; AND/OR (V) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES; IN EACH CASE, WHETHER THE BASIS OF THE LIABILITY IS BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), STATUTES, OR ANY OTHER LEGAL THEORY, AND EVEN IF DORMAKABA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF LIABILITY HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN AND REFLECTS A FAIR ALLOCATION OF RISK. THE DORMAKABA WEBSITE PROPERTY WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS AND YOU AGREE THAT THE LIMITATIONS OF LIABILITY AND DISCLAIMERS SPECIFIED HEREIN WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, IN SUCH JURISDICTIONS, YOU AGREE THAT THE LIABILITY OF DORMAKABA SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH JURISDICTION. Third Party Links This Website may contain links and pointers to other Internet websites and resources. Links to and from this Website to other websites, maintained by third parties, are provided for your convenience only, and do not constitute an endorsement by dormakaba of any third party website, its resources or its contents. dormakaba is not responsible for examining, evaluating, nor does dormakaba warrant the offerings of any of these businesses or individuals or the content of linked websites. dormakaba does not assume any responsibility or liability for the actions, products, and content of any third party or their websites. Please note that when you click on one of these links, you are leaving this Website and being directed to another website. You should read the terms of use and privacy statements, if any, of these linked websites as their terms and privacy policies may differ from that of dormakaba. dormakaba is not responsible for the content, accuracy or availability of any other website. Your access to, or use of any third party website is at your sole risk. No Linking to this Website You may not link any other website to this Website and you may not frame this Website on any other website. You agree to cooperate with us in causing any unauthorized framing or linking caused by you immediately to cease. Indemnification You agree to defend, indemnify and hold dormakaba, its affiliates and its and their respective officers, directors, agents and employees, harmless from and against any and all claims, actions, suits, proceedings, judgments, costs, expenses, damages and losses (collectively, “Claims”) (except those due to dormakaba’s own gross negligence or intentional misconduct) arising out of:
We reserve the right, at our own expense, to assume the exclusive defense and control of any Claim subject to indemnification by you, and in such event you agree to cooperate with us in defending such action. This indemnity is in addition to any other indemnity or assurance against loss that you may provide, and will survive any termination of these Terms of Use. Termination of Use The permission to use this Website granted by these Terms of Use automatically terminates if: (i) you breach any of your representations, warranties or obligations under these Terms of Use; or (ii) if you are a property manager or a property owner, you no longer use or manage the Oracode lock system or the Services provided by this Website or (iii) if you are a site administrator for a property manager or a property owner with Oracode Lock Doors and you cease to hold that position. Upon termination, you must immediately destroy any downloaded or printed materials. Any unauthorized use of any content contained in this Website may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications statutes and regulations. Survival In addition to any other provisions which these Terms of Use expressly state will survive termination of these Terms of Use, the provisions of these Terms of Use titled “Trademarks and Copyright; Ownership”, “Privacy”, “Disclaimer, Limitation Of Liability And Exclusion Of Consequential Damages”, “Entire Agreement and Severability”, “Governing Law”, “No Class Actions; Limitation on Time to File Claims”, ”Waiver of Jury Trial” and “Waiver” shall survive termination of these Terms of Use. Entire Agreement and Severability Along with our Privacy Policy referenced herein, these Terms of Use constitute the entire agreement between you and dormakaba with respect to this Website (and use and access thereof) and the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, written or oral, with respect to the subject matter of these Terms of Use. If any provision of these Terms of Use agreement is later determined by a court of competent jurisdiction to be unlawful, void, or for any other reason invalid or unenforceable, then that provision shall be deemed severed from this Agreement and shall not affect the validity or enforceability of the remaining provisions. Notice All notices to and correspondence with dormakaba should be directed to: Kaba Ilco Inc. Attn: Oracode Sales Department 7301 Decarie Boulevard Montreal, Canada H4P 2G7 EMail: marketing.americas@dormakaba.com Governing Law Outside Canada The validity, interpretation and performance of these Terms of Use, with respect to use of this Website outside of Canada, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of laws principles. With respect to use of this Website within the U.S., sole and exclusive jurisdiction for any action or proceeding arising out of or related to these Terms of Use shall be with the Federal court located in Wilmington, Delaware. Within Canada The validity, interpretation and performance of these Terms of Use with respect to use of this Website within Canada, shall be governed by and construed in accordance with the laws of Quebec, without giving effect to conflict of laws principles. With respect to use of this Website within Canada, sole and exclusive jurisdiction for any action or proceeding arising out of or related to these Terms of Use shall lie properly in Montreal, Quebec. No Class Actions; Limitation on Time to File Claims YOU AGREE TO BRING ANY CLAIMS AGAINST DORMAKABA ON AN INDIVIDUAL BASIS ONLY. FURTHER, ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE, THIS WEBSITE OR THE SERVICES (INCLUDING THE CONTENT) MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OR CLAIM ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. Waiver of Jury Trial YOU HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE DORMAKABA WEBSITE PROPERTY. Waiver Failure by dormakaba to exercise any right or remedy under these Terms of Use shall not constitute a waiver of that right or remedy. For Quebec Residents The parties declare that they have required that these Terms of Use and all documents related hereto, be drafted only in English. Les parties déclarent par les présentes qu’ils exigent que cette convention de conditions d’utilisation et tous les documents y afférant soient rédigés en langue anglaise seulement.
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