Scope
These User Terms and License Agreement sets out the rights, obligations, liabilities, and other matters relating to the App and any other services provided to the User by Nedap N.V., Market Group Security Management (“Nedap”) under this Agreement, enabled by the Company.
Definitions
“Agreement” means this user terms and license agreement.
“Nedap Mobile Access” means the App and the provisioning of access credentials through the App to enable Users to virtually authenticate and/or gain access to a physical space using certain mobile products and enabled by Company.
“App” means the smartphone application developed by Nedap and installed by User on their mobile phone in order to use Nedap Mobile Access.
“Company” means the company that subscribed to Nedap Mobile Access from Nedap N.V. directly or through a Channel Partner, enabling the User to use the App.
“Device” means the smartphone or portable device on which the App is downloaded, and which is used for the provisioning of Nedap Mobile Access.
“License” means Nedap Mobile Access licensed to User for use only under the terms and conditions provided for in this Agreement.
“End-Customer Agreement” means the agreement between Nedap and Company on the basis of which Company subscribes to Nedap Mobile Access.
“User” means you, as the user of Nedap Mobile Access.
“Wallet” means a mobile wallet platform enabling the use of credentials on a mobile device as supported by Nedap Mobile Access.
“Wallet Provider” means the party providing the Wallet on the Device.
License and Right of Use
Nedap hereby grants User a non-exclusive, non-transferable, and revocable license to use Nedap Mobile Access for use on a Device that is owned or controlled by User and as permitted by this Agreement, for as long as the Company is subscribed to Nedap Mobile Access based on the Participating Partner Agreement.
Nedap may periodically update Nedap Mobile Access at its sole discretion. This Agreement will also govern any such updates provided by Nedap unless a separate license agreement is required. In such case, Nedap will inform User and the terms of that license will then govern.
User Undertakings and Limitations
User is responsible for maintaining the confidentiality of the Device and the App by managing its password and/or PIN, including selecting a secure password or PIN and taking all necessary precautions to keep it secret and secure.
In case of any unauthorized access to Nedap Mobile Access due to an action or inactions of User or Company, User will report this immediately to Company and take all necessary steps provided by Company to address and remedy the unauthorized access. Nedap is not liable for any consequences of such unauthorized access, failure to notify Company or lack of following necessary steps provided by Company.
The License set out herein is limited and certain actions are restricted and violating such restrictions is a breach of this Agreement. By accepting this Agreement User agrees to not:
- Provide inaccurate and incomplete information when creating an account for Nedap Mobile Access and to promptly update any information that may change;
- Allow a third party to use the Device for access to Nedap Mobile Access or make Nedap Mobile Access available over a network for use by multiple devices at the same time;
- Download software to the Device which may impact the functionality and security of Nedap Mobile Access;
- Rent, lease, lend, sell, redistribute, or sublicense the License or the Device on which the App is installed, and a User is logged in;
- Copy, reverse engineer, decompile, attempt to derive the source code of, modify, disassemble, or create derivative works of Nedap Mobile Access, updates, or any part thereof;
- Use (any elements of) Nedap Mobile Access for any unlawful or illegal activity;
- Attempt to or gain unauthorized access to, or disrupt the integrity or performance of any elements of Nedap Mobile Access;
- Engage in any act that violates the License or infringes Nedap intellectual property rights;
- Send, store, or authorize a third party to send or store, spam, unlawful, infringing, obscene or libelous material, or any Harmful Code (as defined below), in, through or with Nedap Mobile Access.
In the context of this Agreement, “Harmful Code” means: a virus, drop dead device, Trojan horse, time bomb, back door device, bot, or any other software routine that is harmful, destructive, disabling or that is meant or designed to assist in or enable theft or alteration of data or to allow access to, or use of, a system by an unauthorized person, or that otherwise disrupts or impairs the normal operation of a system.
User undertakes to:
- Download updates to the License to the Device
- Ensure correct settings and network communications as required for the use and operation of Nedap Mobile Access;
- Protect the Device against unauthorized access;
- Ensure that the App is deleted from the Device prior to the Device being transferred, sold, or transferred to a third party, when it is lost or when the use of Nedap Mobile Access is ceased’ to all applicable laws and to this Agreement.
Nedap may require User to refrain from using Nedap Mobile Access until such time as User has requested and obtained one or more codes (passwords, identity codes etc.), required for use, from Nedap and/or Company. Nedap shall be entitled to arrange for technical measures to be taken at any time in order to protect Nedap Mobile Access against unlawful use and/or against use in a manner or for purposes other than those agreed in this Agreement.
User is responsible for obtaining permission from the Participating Provider for the use of Nedap Mobile Access and for adhering to all conditions applicable to such use as implemented by the Participating Provider.
Provision of Services
The License or Access Services may require access to third-party services such as mobile network connection, roaming etc. If and when additional costs and terms may apply to such services, Nedap is not liable for any additional terms and costs and is not responsible in any way for such third-party services.
Nedap Mobile Access is offered in accordance with the service levels as agreed with the Company. Nedap Mobile Access may be updated, interrupted, suspended, or terminated accordingly.
Intellectual Property Rights and Data
The copyright, trademarks, and other intellectual property rights to the License and Access Services is owned by Nedap. This Agreement does not transfer any ownership or copyright or intellectual property rights therein.
The use of this App means that you consent to the collection of data necessary to provide Nedap Mobile Access to you. Such data may be shared with the Wallet Provider and/or the Company. The data collected will concern the device used, the use of the wallet, your account, and its settings.
The use of the App is subject to our Privacy Policy, which can be found at Privacy Statement & Disclaimer – Nedap. By using the App, you consent to the collection, use, and sharing of your information as described in the Privacy Policy and in this article.
Warranty
The License and Access Services and any information provided under the App are provided ‘as is’ and with all risks and without any warranties of any kind. To the maximum extent permitted by applicable law, Nedap, its officers, directors, employees, agents, affiliates, and third-party licensors and suppliers disclaim all warranties, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, accuracy, title, and non-infringement of third-party rights, with regard to the License or Access Services. Nedap does not warrant that these will meet User requirements, Nedap Mobile Access 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 Nedap Mobile Access will be accurate or reliable. Nedap is not liable for loss of data, including personal data. User is responsible for backing up personal data that are provided to subscribe for Nedap Mobile Access. User accepts the risk of all damages and loss from use of, or inability to use, the License Access Services. No oral or written information or advice given by Nedap, or its authorized representative shall create a warranty. Clauses 7:17 and 7:21 Dutch Civil Code do not apply, to the extent that these would be applicable.
Limitation of Liability
Under no circumstances, and notwithstanding whether a claim for any such liability is based upon breach of contract, warranty, tort, or otherwise, will Nedap be liable for: any loss of revenue, loss of profits, loss of sales or turnover, loss or damage to reputation, loss, damage or corruption of data, including personal data, or any direct, indirect, incidental, special, punitive or consequential damages, even if Nedap has been advised of the possibilities of such damages or if such damages are otherwise foreseeable, including and without limitation, those arising from:
- Resulting from illegal or unauthorized access by a third party to or use of the Device, the License, or Nedap Mobile Access;
- Property damage due to User or User’s failure to perform its obligations under this Agreement;
- 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 Nedap’s commercially reasonable measures to prevent such access.
In no event shall Nedap’s total liability for all damages (other than as may be required by applicable law) exceed the amount of EUR 1.000 (one thousand Euros). The foregoing limitation will apply even if the above stated remedy fails its essential purpose or is declared invalid or inapplicable.
Nothing shall exclude or restrict liability: (i) for fraudulent misrepresentation or other fraud, (ii) for damage caused by intent or wilful recklessness (in Dutch: opzet of bewuste roekeloosheid) of a party or a party’s managerial personnel.
Any failure by Nedap to enforce this Agreement or any part hereof shall not mean a waiver of its right to do so.
Term and Termination
This Agreement is effective until terminated either by User, Nedap or the Company enabling User to use Nedap Mobile Access.
User may terminate this Agreement at any time by deleting the App.
Nedap may terminate this Agreement at any time if User fails to comply with any term(s) of this Agreement or as agreed with the Company.
Upon termination of this Agreement Nedap shall:
- Delete personal data in accordance as set out in the Privacy Policy;
- Nedap may delete, directly or indirectly via a third-party, information which is provided for Nedap Mobile Access and stored on the Device and User hereby consent to such deletion;
- No longer provide Access Services, issue credentials, or provide support;
Upon termination User shall immediately cease the use of the License.
Notices and Amendments
Nedap may amend this Agreement at its discretion. In case of material changes, Nedap will notify User of such changes through the App or the Company. Continued use of Nedap Mobile Access thereafter means that User has provided its consent and has acknowledged the changes.
Applicable law and dispute resolution
Dutch law applies to this Agreement without regard to choice or conflict of law principles.
In case of a dispute, this will be finally settled under the Arbitration Rules of the Netherlands Arbitration Institute, by one or more arbitrators appointed in accordance with the said Arbitration Rules. The seat of arbitration shall be Amsterdam, the Netherlands. The procedural law of this seat shall apply where the Arbitration Rules are silent.
Third-Party Beneficiary
User has acquired this App from an App store. By doing so, User acknowledges and agrees that the App store provider and its subsidiaries, are third-party beneficiaries of this Agreement, and that App store provider and its subsidiaries will have the right (and User will be deemed to have accepted the right) to enforce this Agreement against User as a third-party beneficiary thereof.