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Installation Guide
© 2018 HID Global Corporation All rights reserved.
Web-Based Access Control Solution
ACW2-XN
7.
Limitation of Liability
. HID, ITS LICENSORS, AGENTS, SUPPLIERS, DISTRIBUTORS OR RESELLERS SHALL NOT BE LIABLE
WHATSOEVER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING
WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, DATA OR LOSS OF USE, OR PROCUREMENT OF REPLACEMENT
SOFTWARE, HOWEVER INCURRED BY THE LICENSEE OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR
TORT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT
PERMITTED BY LAW, HID’S LICENSORS DISCLAIM ALL DAMAGES OF ANY KIND. EXCEPT FOR ANY INDEMNIFICATION
PROVIDED HEREIN, the aggregate and cumulative liability of HID for damages under this EULA shall not exceed the amount of
THE fees PAID BY LICENSEE FOR THE SOFTWARE LICENSED under this EULA.
8.
IP Indemnity
.
8.1.
Indemnity
. HID will defend Licensee from and against any claim brought by a third party against Licensee to the extent
such claim alleges that the Software directly infringes any intellectual property rights of such third party (“Claim”), and
will pay all costs, damages and expenses (including reasonable legal fees) finally awarded against Licensee by a court of
competent jurisdiction or agreed to in a written settlement agreement signed by HID arising out of such Claim; provided
that Licensee: (a) gives HID prompt written notice upon learning of a Claim or potential Claim; (b) allows HID to assume
sole control of the defense of such Claim and all related settlement negotiations; and (c) reasonably cooperates with HID,
at HID’s request and expense, in the defense or settlement of the Claim, including the provision of all assistance,
information and authority reasonably requested by HID. Notwithstanding the foregoing, HID shall have no liability for any
claim of infringement based in whole or in part on (i) the use of a superseded or altered release of the Software to the
extent that the infringement would have been avoided by the use of a current unaltered release of the Software provided
by HID or its affiliates to Licensee, (ii) the modification of the Software by anyone other than HID or its authorized agents
to the extent that the infringement would have been avoided but for such modification, (iii) the use of the Software other
than in accordance with the documentation accompanying the Software or the applicable license agreement, (iv) the
combination of the Software with other software or hardware not provided by HID, where the combination causes the
infringement and not the Software standing alone, (v) third party software, including open source software, incorporated
in the Software, or (vi) product features based on published standards where there was no non-infringing way to
implement such standards.
8.2.
Additional Remedies
. If the Software, or any material portion thereof, is held by a court of competent jurisdiction to
infringe, or if HID believes that the Software may be subject to a Claim or held to infringe, HID shall, in its discretion and at
its expense (a) replace or modify the Software so as to be non-infringing, provided that the replacement Software
provides substantially similar functionality; (b) obtain for Licensee a license to continue using the Software; or (c) if non-
infringing product or a license to use the Software cannot be obtained upon commercially reasonable terms, as
determined solely by HID, HID may (i) terminate the license for the affected Software (as applicable) and (ii) upon return
of the Software by Licensee or certification of its destruction, refund a pro-rated portion of the license fees or other
charges paid by Licensee to HID (or its affiliate company) for such Software (for perpetual licenses, as depreciated on a
four-year straight-line basis and for term limited licenses, for the unused remainder of the term) and, if applicable, the
unused portion of any prepaid support fees that directly relate to such Software.
8.3.
Limitation and Exclusive Remedy
. The indemnity provided herein states HID’s and its affiliate companies’ entire liability
and Licensee’s sole and exclusive remedy for any claim of intellectual property infringement by, or with respect to, the
Software.
9.
Export
. Licensee shall comply fully with all international and national laws and regulations that apply to the Software and
Documentation and to Licensee’s use thereof, including, but not limited to the U.S. Export Administration Regulations and end-
user, end-use and destination restrictions issued by U.S. and other governments. Without limiting the generality of the
foregoing, Licensee expressly agrees that it shall not, and shall cause its representatives to agree not to, export, directly or
indirectly, re-export, divert, or transfer the Software or Documentation or any direct product thereof to any destination,
company or person restricted or prohibited by U.S. laws or regulations or laws or regulations of any other applicable
jurisdiction.
10.
Third Party Software Component License Terms
. To the extent there are any third party software components licensed to HID
by Licensors included in the Software, such components shall be licensed as part of the Software in accordance with the terms
and conditions of this EULA. Such Licensors may provide additional rights, requirements and notices (which rights,
requirements and notices can be found in a readme file or product addendum or are otherwise distributed with the Software),
and nothing herein shall alter or limit any such additional rights, requirements or notices provided to Licensee by such
Licensors.
11.
U.S. Government Restricted Rights
. The Software 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
HID Global Corporation. All Software provided to the U.S. Government, including its civilian and military agencies, is commercial
computer software that was developed at private expense prior to its provision to any U.S. Government entity. Subject to any
applicable regulations set out in the FAR or DFARS (and any superseding regulations), the Software is provided with the
commercial license rights and restrictions described elsewhere in this EULA. 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.
