END USER LICENSE AGREEMENT (EULA)
Please read this entire End User License Agreement (EULA) carefully before installing or using the VI Mobile ID App (VMIA) or the VI Mobile Access Services (VMAS) (collectively referred to as the VMIA/VMAS). This EULA is a legal agreement between You (either an individual person or a single legal entity) and Vanderbilt International (SWE) AB, Englundavägen 7, Box 1275, 17124 Solna, Sweden ("Vanderbilt" or "we").
By Clicking "I Agree" or otherwise taking any step to install or utilize the VMIA/VMAS you agree to be bound by the terms of this EULA and this Agreement shall be effective and bind you from that point. If you do not want to be bound by the terms of this EULA do not click "I Agree" and do not install or otherwise utilize the VMIA/VMAS.
A - Introduction
This EULA is a legal agreement between You and Vanderbilt, setting out the rights, obligations, liabilities and other matters relating to the VMIA/VMAS provided to and used by You under this EULA.
The following defined terms are used in this Agreement and shall have the meanings described as follows:
· "Agreement" means this End User License Agreement or EULA.
· "Device" means Your smart phone, computer system, or other electronic device with data communications network capability, on which the Licensed Materials are stored, and/or which is used to access the VMIA/VMAS.
· “End User” means an individual person or a single legal entity who uses the VMIA for the purpose of gaining access to one or more Facilities.
· "Vanderbilt" means Vanderbilt International (SWE) AB, Englundavägen 7, Box 1275, 17124 Solna, Sweden.
· "Facility" means a secured location, a product, a service, a venue, or the like.
· "License" means the license described in the Grant of License below.
· "Licensed Material" means (i) the VMIA/VMAS and (ii) any material provided by Us for use of the VMIA/VMAS such as documentation, digital data, digital access credentials, digital access tickets and the like, regardless of how obtained by or provided to You.
· "VMIA" means the VI Mobil ID App software application program, which the End User needs to install on his/her/its Device in order to gain access to one or more Facilities. The software code of the VMIA, its design, structure and organization, interfaces, the manner in which it interoperates with the VMAS, and the like, are the property of Vanderbilt and/or its suppliers.
· "VMAS" means the Vanderbilt Mobile Access Services provided by Us under this Agreement to allow You to create access credentials for selected End Users to certain Facilities.
· "Intellectual Property Rights" means all intellectual property and proprietary rights, including, but not limited to: patent, copyright, trademark and trade secret rights, or the like, recognized under laws, which are embodied in the VMIA/VMAS.
· "Password" or "PIN" means the password or PIN code or other access control credential that You may use to protect access to the VMAS from Your Device.
· "You" means You, the individual person or single legal entity, who enters into this Agreement with Us upon accessing and using the VMIA/VMAS that We provide under this Agreement.
· "We", "Us" or "Our" means Vanderbilt.
B - Your obligations
1. Security and Use - You are responsible for securing Your Device from access by third parties, managing your Password, PIN or other access control credential, including selecting a secure Password or PIN, changing it from time to time, and taking all necessary precautions to keep the Password or PIN secret and secure. You shall download updates and/or upgrades of the Licensed Materials to Your Device promptly as they become available.
2. Reporting Unauthorized Access - If You find that Your Password or PIN has been hacked, compromised and/or used by a third party, You shall immediately notify Vanderbilt thereof, and follow the instructions you receive to address the unauthorized access. We shall not be liable for any problems or claims that may result from Your failure to notify Vanderbilt of such unauthorized access or to follow the instructions that you receive.
3. Cessation of Use - Before Your Device is sold, transferred or assigned to someone else, or when You cease using the VMIA/VMAS, You shall deinstall and/or remove the Licensed Material from Your Device.
4. Configuration of Device - You are responsible for making sure that all settings, required network communication, entries, and updates/upgrades necessary to operate the run the VMIA/VMAS on Your Device and access the VMIA/VMAS from Your Device are correct;
5. Lawful Use - You agree to exclusively use the VMIA/VMAS in order to authorise access to Facilities to which the End User is lawfully permitted access. You shall not use the VMIA/VMAS for any unlawful, illegal or improper purposes or in order to obtain unauthorized access of any kind to any Facility. Any unlawful, unauthorized, illegal or improper use or access is a breach of this Agreement and may be subject to criminal prosecution and/or a lawsuit for damages.
6. Compliance with Laws and Agreement - You shall comply with all applicable laws in using VMIA/VMAS and with the terms and conditions of this Agreement.
7. Third Party Services - The Licensed Materials may require access to third party services such as a mobile network connection, roaming connection, and the like. You are responsible for obtaining these additional services and We are not liable for any additional terms and costs of service that may apply with respect thereto and We are not responsible for the proper functionality of any such third-party services.
C - Use Limitations
The License provided in this Agreement is limited to what is expressly set forth herein and explicitly restricts certain actions. You agree not to do any of the following things and understand that any attempt to do any of these things by You or someone to whom You have given access to Your Device, is a violation by You of Our rights, and is a breach of this Agreement:
1. Allow any other person to use Your Device and/or grant any third-party access to the Licensed Materials;
2. Register false or intentionally misleading information in applying for or amending Your access to the VMIA and/or VMAS;
3. Use the Licensed Materials on or from any Device that You do not own or control;
4. Distribute or make the Licensed Materials available over a network where they could be used by more than one Device at the same time;
5. Rent, lease, lend, sell, redistribute or sublicense the Licensed Materials or a Device on which the Licensed Materials are installed;
6. Copy (other than as pursuant to a conventional backup of your Device), sublicense, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Materials, any updates thereto, or any portions thereof, or permit or engage anyone else to do so;
7. Download any software to the Device which may impact the functionality and security of the Device, the Licensed Materials (including, but not limited to "rooting" or "jailbreaking" the Device);
8. Permit anyone to tamper with the Device in a way that may impact the functionality and security of the Device;
9. Engage in any act that interferes with Our business or violates the License or infringes Our Intellectual Property Rights; and/or
10. Alter or modify in any way the Licensed Materials or the manner in which the VMIA installs itself on your device(s), including altering or modifying any notices, restrictions or product identifications associated with the Licensed Materials.
D - Grant of License
1. Grant of License - You are hereby granted a limited, non-exclusive, non-transferable, revocable license to use the Licensed Materials for the purposes set forth herein and subject to all of the limitations, covenants and conditions set forth herein.
2. Scope of license - The Licensed Materials are licensed, not sold or transferred, to You for use only under the terms of the license set out in this section. We reserve all rights not expressly granted to You under this License. This license is granted by Us to You for the Licensed Materials and is limited to a non-exclusive, non-transferable, revocable license to use the Licensed Materials for use on a Device that You own or control and as permitted by this Agreement.
3. Updates - The Licensed Materials may be periodically updated in Our sole discretion and You agree to such updates whether automatically or manually installed with or without notice to you. The terms of this Agreement will govern any updates and/or upgrades provided by Us that replace and/or supplement the original Licensed Materials (and such updates and/or upgrades will consequently be part of the Licensed Materials), unless such update and/or upgrade is accompanied by a separate license in which case the terms of that license will govern. We may amend this Agreement at Our discretion. If We consider the changes to be material, You will be notified of such changes through the VMAS and/or, the VMIA. By continuing to use the Licensed Materials after such a notification, You expressly acknowledge and agree to the changes. If You do not agree to the changes You must cease your use of the Licensed Materials immediately and promptly notify Vanderbilt accordingly.
4. Installation - You may install and use the Licensed Materials on a single Device such as a personal mobile smart telephone, computer system, or tablet computer. If you have multiple Devices you may download or use the VMIA/VMAS separately on more than one of them.
E - Our Obligations Provision of Services
1. VMAS - The VMAS shall be provided in accordance with the service levels, if any, set out in the TERMS OF SERVICE or equivalent arrangement between Vanderbilt and You making it possible for You to use the VMAS. The VMAS may be interrupted or suspended in accordance with the TERMS OF SERVICE which may interfere with Your ability to utilize the Licensed Materials.
2. Notification of Changes - If there is any material change in the content, method of use, or hours of use, of the VMAS, or if the VMAS are suspended or ceased, We will notify You.
F - Termination
1. Termination of Agreement
1.1 This Agreement shall be effective until terminated by either You or Vanderbilt as set forth below:
a) You may terminate this Agreement at any time by deleting the Licensed Materials in their entirety from Your Device and ceasing all use of the VMAS.
b) This Agreement shall terminate automatically if
i) you breach any provision of this Agreement or otherwise fail to comply with the terms, conditions and covenants of this Agreement;
c) We may terminate this Agreement at any time if
i) we are required to do so by law;
ii) we decide to no longer provide the services associated with the Licensed Materials and the VMAS.
1.2 Upon Termination of This Agreement
a) We may delete, directly or indirectly via a third party, the Licensed Materials stored in Your Device and You hereby irrevocably consent to such deletion;
b) You shall immediately cease all use of the Licensed Materials and VMAS, and delete all copies and backup copies, full or partial, of the Licensed Materials provided to You.
G - Intellectual Property Rights
a) The Intellectual Property Rights embodied in the Licensed Materials and VMAS shall at all times belong to Us and/or our providers.
b) This Agreement does not transfer to You any rights or ownership in the Licensed Materials or VMAS or Intellectual Property Rights that may be embodied therein but permits You to use the Licensed Materials and Services in a commercially reasonable manner subject to the terms and conditions of this Agreement for as long as the Agreement is in force and no longer.
H - DISCLAIMER OF ALL WARRANTIES
A) YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE LICENSED MATERIALS AND VMAS IS AT YOUR SOLE RISK AND THAT THE LICENSED MATERIALS AND VMAS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND.
B) YOUR USE OF THE LICENSED MATERIALS AND VMAS IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES INCLUDING LOSS OF USE OF OR INABILITY TO USE THE LICENSED MATERIALS AND VMAS AND DAMAGES TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE OR ATTEMPTED USE.
C) TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, VANDERBILT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBSIDIARIES, AFFILIATES, LICENSORS AND SUPPLIERS FURTHER EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, WITH REGARD TO THE LICENSED MATERIALS AND VMAS. WE DO NOT WARRANT THAT LICENSED MATERIALS AND VMAS WILL MEET YOUR NEEDS OR REQUIREMENTS, THAT THE VMAS WILL BE UNINTERRUPTED, TIMELY, ERROR FREE, ACCURATE, RELIABLE, SECURE OR FREE OF VIRUSES, WORMS, DISABLING CODE OR THE LIKE.
D) NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN TO YOU BY US OR OUR AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OF ANY KIND.
E) THE LICENSED MATERIALS AND VMAS ARE NOT INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, LIFE SUPPORT SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, OR ANY OTHER SUCH ACTIVITIES WHERE THE FAILURE OF THE PRODUCT COULD LEAD TO DEATH, PERSONAL INJURY OR SERIOUS PHYSICAL OR ENVIRONMENTAL DAMAGE.
I - LIMITATION OF LIABILITY
A) YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE EXTENT NOT PROHIBITED BY LAW, VANDERBILT, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS AND SUPPLIERS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY (WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE OR OTHERWISE)) FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING, WITHOUT LIMITATION, FOR PERSONAL INJURY, LOSS OF DATA AND/OR DAMAGE TO YOUR DEVICE, LOSS OF USE, INABILITY TO USE THE LICENSED MATERIALS OR VMAS, LOSS OF BUSINESS, LOSS OF ACTUAL PROFITS OR SAVINGS (INCLUDING LOSS OF CONTRACT), LOSS OF OPPORTUNITY, BUSINESS INTERRUPTION OF ANY KIND OR ANY OTHER PECUNIARY OR COMMERCIAL DAMAGES OF LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE LICENSED MATERIALS AND VMAS, HOWEVER CAUSED, AND EVEN IF WE HAVE BEEN ADVISED OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
B) YOU FURTHER EXPRESSLY UNDERSTAND AND AGREE THAT WE SHALL NOT BE LIABLE TO YOU FOR DAMAGES, LOSSES, LIABILITIES OR CLAIMS: (1) ARISING OUT OF FALSE OR INACCURATE INFORMATION PROVIDED BY YOU; (II) INCURRED BY YOU DUE TO A REASON ATTRIBUTABLE TO YOU OR YOUR FAILURE TO PERFORM YOUR OBLIGATIONS UNDER THIS AGREEMENT; (III) RESULTING FROM A THIRD-PARTY'S ILLEGAL OR UNAUTHORIZED ACCESS TO OR USE OF THE DEVICE, LICENSED MATERIALS OR VMAS; AND/OR (IV) RESULTING FROM A THIRD-PARTY'S ILLEGAL OR INADVERTENT INTERRUPTION OR SUSPENSION OF TRANSMISSION TO OR FROM A SERVER OR ILLEGAL OR INADVERTENT UNAUTHORIZED ACCESS TO OR USE OF A SERVER.
C) TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL VANDERBILT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INTERNS, SUBSIDIARIES, AFFILIATES, LICENSORS, CONSULTANTS AND SUPPLIERS BE LIABLE FOR PERSONAL INJURY, OR ANY INJURY, LOSS, CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION TO LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM YOUR USE OF ANY OF THE SERVICE OR ANY PRODUCTS PROCURED USING THE SERVICE, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICE OR ANY PRODUCT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SERVICE OR ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, VANDERBILT’S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
D) IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW) EXCEED THE AMOUNT OF FIFTY EURO (€ 50.00). THE FOREGOING LIMITATION WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS DECLARED INVALID OR INAPPLICABLE.
E) ANY FAILURE BY US TO ENFORCE THIS AGREEMENT OR ANY PART HEREOF SHALL NOT MEAN A WAIVER OF OUR RIGHT TO DO SO.
J - General Matters
1. Disputes and applicable law
a) Applicable law. The agreement is governed by Swedish law, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
b) Submission. The parties shall attempt to resolve all disputes, controversies and claims (collectively referred to herein as "Disputes") relating to or arising out of this Agreement in good faith within thirty (30) days following the occurrence of such Dispute without resorting to consultation with third parties. If the Dispute cannot be settled within such thirty (30) day period, then either party may submit such Dispute to arbitration in accordance herewith.
c) Any dispute, controversy or claim arising out of or in connection with the contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The arbitral tribunal shall be composed of three arbitrators. The seat of arbitration shall be Stockholm. The language to be used in the arbitral proceedings shall be English. The parties undertake, indefinitely, not to disclose the existence or contents of any judgment or decision related to or in connection with the contract or any information regarding negotiations, arbitral proceedings or mediation in connection therewith. This confidentiality undertaking shall not apply in relation to information which a party is required to disclose by law, pursuant to an order of a governmental authority, pursuant to applicable stock exchange rules, or which may be required for the enforcement of a judgment or an award. Notwithstanding the above, Vanderbilt shall be entitled to turn to the district court of Stockholm as first instance as regards claims for due payment and/or as regards claims arising from infringement of this EULA and/or Vanderbilt’s intellectual property.
Vanderbilt International (SWE) AB,
SE-171 41 Solna,