© 2018 HID Global Corporation All rights reserved.
Installation Guide
Page 23 of 26
Web-Based Access Control Solution
ACW2-XN
3.
Support.
3.1.
Support
. During the term of this EULA and subject to Licensee’s payment of the applicable support fees, HID or HID’s
authorized reseller will make technical support and software maintenance available to Licensee on the terms provided in
the most recent version of HID’s Support Handbook (“Support”).
3.2.
Procurement and Support of System
. Licensee is responsible for procuring, installing and maintaining the hardware or
software infrastructure, including a suitable operating system environment (collectively the “System”), required for the
proper operation of the Software. Licensee acknowledges that updates to the Software provided as part of Support may
require modification or upgrades to certain components of the System in order to utilize such updates, and that Licensee
is solely responsible for obtaining such software and hardware modification or upgrades from the applicable suppliers or
manufacturers.
4.
Certification and Audit
. Licensee shall use commercially reasonable efforts to implement measures to monitor and ensure all
users of the Software comply with the restrictions and limitations of this EULA. At HID’s written request, but not more
frequently than once annually during the term of this EULA, Licensee shall certify to HID, in a writing signed by Licensee’s
authorized representative, Licensee’s compliance with the terms of this EULA, and provide HID a list of (a) the number of users
by country, and (b) the locations and types of the systems on which it operates or has installed the Software. HID reserves the
right to audit Licensee’s use of the Software no more than once annually, per Licensee site, at HID’s expense. HID shall
schedule any audit at least fifteen (15) days in advance. Any such audit shall be conducted during regular business hours at
Licensee’s facilities and shall not unreasonably interfere with Licensee’s business activities. If such audit reveals that Licensee
has underpaid fees to HID, Licensee shall promptly pay to HID such fees at the prices previously agreed to for such Software
and, if the underpayment is greater than five percent (5%), Licensee shall also reimburse HID for its reasonable costs of the
audit.
5.
Ownership.
The Software is licensed under the terms of this EULA, not sold. HID and/or its Licensors own all title and
proprietary rights, including without restriction all intellectual property rights, in and to the Software and Documentation and all
copies thereof, all of which contain valuable trade secrets of HID and/or its Licensors. Licensee may not remove, modify or
otherwise tamper with any copyright, trademark, proprietary rights notices, labeling, legend, disclaimer or warning notices
included in or embedded in any part of the Software or Documentation or in any copy made of the Software or Documentation.
6.
Warranty and Disclaimers
.
6.1.
Limited Warranty
. HID warrants that for a period of ninety (90) days from the date the Software is delivered to Licensee
(FCA Origin) or downloaded by Licensee, whichever is earlier, that: (a) the media on which the Software is recorded will
be free from material defects in materials and workmanship under normal use, and (b) the Software will perform
substantially in accordance with the then-current Documentation, provided that such Software is properly used by
Licensee in accordance with such Documentation and this EULA. If Licensee discovers within this warranty period that
the Software fails to substantially conform to the Documentation, Licensee must promptly notify HID or HID’s authorized
reseller in writing and obtain a Return Material Authorization (“RMA”) and a RMA number, prior to return of the defective
Software.
6.2.
Remedies
. HID’s sole and exclusive liability and Licensee’s sole and exclusive remedy under this limited warranty shall be,
at HID’s election, either: (a) replacement of the media if defective, or (b) HID’s commercially reasonable effort to repair or
replace the Software to make the Software perform substantially in accordance with the accompanying Documentation, if
the Software as initially delivered is non-conforming. In the event HID is unable to remedy the non-conformity and such
non-conformity materially affects the functionality of the Software, Licensee may promptly terminate the Software license
applicable to the non-conforming Software and return such Software and any applicable Documentation to HID or HID’s
authorized reseller. In such event, Licensee will receive a refund of the license fee received by HID with respect to such
Software. The above remedies are available only if HID or HID’s authorized reseller is promptly notified in writing within
the ninety (90) day warranty period. Any replacement Software will be warranted for the remainder of the original
warranty period, or for thirty (30) days, whichever is longer.
6.3.
Restrictions and Exclusions
. HID does not warrant that the Software will meet Licensee’s requirements or will operate in
combination with other software or hardware which may be selected for use by Licensee, or that the operation of the
Software will be uninterrupted or error-free. This limited warranty is VOID if failure of the Software is due to accident,
negligence, abuse, improper installation or misuse of the Software.
6.4.
Disclaimers
. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE WARRANTIES STATED ABOVE ARE EXCLUSIVE
AND IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY,
INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS
FOR A PARTICULAR PURPOSE, TITLE OR QUALITY OF SERVICE. NO WARRANTIES SHALL ARISE UNDER THIS EULA
FROM COURSE OF DEALING OR USAGE OF TRADE. HID DOES NOT WARRANT THAT THE SOFTWARE OR
DOCUMENTATION IS FREE OF THIRD PARTY CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL
PROPERTY RIGHTS.
