End User License Agreement
Effective January 11, 2019
Hi! Thanks for using Portal Entryways. We hope you enjoy a more accessible physical environment by using our Services. This End User License Agreement (this “EULA”) applies to your use of our mobile application (the “App”) and our related door accessibility services provided from time to time (the foregoing collectively referred to as the “Services”). This EULA governs your use of the Services and constitute a binding agreement between you and Portal Entryways, Inc. (“Portal Entryways”, “we”, “our”, or “us”). Your access to or use of the Services indicates your acceptance to this EULA. By using the Services, you hereby warrant and represent that: (i) you have read, understand and agree to this EULA, (ii) you are at least 13 years old, and (iii) if you are acting on behalf of your employer or an entity, you have the authority to accept and agree to this EULA on behalf of such employer or entity. Please do not access or use the Services if you do not agree to this EULA. Portal Entryways reserves the right to revise this EULA at any time, in its sole discretion, by posting an updated version within the App or the Portal Entryways’ website available at: portalentryways.com (“Website”). You should visit the Website periodically to review the most current EULA, because it is binding on you. This EULA includes important limitations on Portal Entryways’ liability. You should read this EULA in full and should pay special attention to the disclaimers and limitations set forth under the headings “Disclaimer of Warranties” and “Limitation of Liability” herein. By using the Services, you are acknowledging that you are aware of such disclaimers and limitations and explicitly agree thereto. PLEASE READ THIS EULA CAREFULLY BEFORE USING THE SERVICES. BY USING THE SERVICES OR OTHERWISE CLICKING “I AGREE” TO THIS EULA, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT USE SERVICES.
1. ABOUT OUR SERVICES
Age: You must be at least 13 years old to use our Services (or such greater age required in your country for you to be authorized to use our Services without parental approval). In addition to being of the minimum required age to use our Services under applicable law, if you are not old enough to have authority to agree to our Terms in your country, your parent or guardian must agree to our Terms on your behalf.
2. GRANT OF LICENCE; SERVICES.
Portal Entryways grants to you a limited non-exclusive license to install, use, access, display, and run one copy of the App on your device. You may make one copy of the App in machine readable form for backup purposes only; provided that the backup copy must include all copyright or other proprietary notices contained on the original. This license is for the sole purpose of enabling you to use our Services.You acknowledge that features of the Services transmit data and could impact charges to your data plan, and that you are responsible for any such charges. Certain items of the Services may be subject to open source licenses. The open source license provisions may override some of the terms of this EULA. We make the applicable open source licenses available to you upon request at firstname.lastname@example.org.
3. RULES FOR YOUR USE OF THE SERVICES.
You agree not to do any of the following: Use the Services for any unlawful purposes or to conduct any unlawful activity.Upload, post, e-mail, transmit or otherwise make available any files that contains software viruses, worms, Trojan horses or any other computer code, files or programs that interrupt, destroy or limit the functionality of the Services or that may impact the ability of any user to access the Services.Attempt to or actually override any security component included in or underlying the Services.Attempt or engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on the App’s infrastructure.Use the Services to publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information or violate the legal rights of others.Use the Services to upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.Restrict or inhibit any other user from using and enjoying the Services.Use the Services to harvest or otherwise collect information about others, including e-mail addresses, without their consent.Remove, alter, obscure, destroy, or attempt to circumvent any notices, proprietary marks or codes, means of identification, digital rights management tools or information included in or related to the Services.Reverse engineer, disassemble, decompile, convert into human-readable format, or otherwise attempt to derive the source code of any software included in or related to the Services (except to the extent that applicable law permits such acts notwithstanding any contractual prohibition).Store, copy, reproduce, republish, modify, upload, post, translate, scrape, rent, lease, loan, sell, distribute, transfer, transmit, display or create derivative works of the Property (as defined below in the section titled “Intellectual Property Rights”). Portal Entryways may determine in its sole discretion whether or not you are violation of any of these restrictions. Offending users may be permanently restricted from using the Services. Portal Entryways will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law and may involve and cooperate with law enforcement authorities in doing so. You acknowledge that Portal Entryways has no obligation to monitor your access to or use of the Services, but has the right to do so for the purposes of operating the Services, ensuring your compliance with this EULA, or complying with applicable law or the order or requirement of a court, administrative agency or other governmental body.You acknowledge and agree that when you approach a door that is powered by the Services with your device that stores the App, you are performing a “knowing act” pursuant to the American National Standard A156.19-2013.
4. INTELLECTUAL PROPERTY RIGHTS.
The App and all materials and services available in the App or otherwise accessed or used through the Services, including all logos, trademarks, designs, graphics, text, “look and feel,” videos, sounds, other materials, whether publicly posted or privately transmitted, software and code, as well as all derivative works thereof and all copyrights, trademarks, domains, logos, trade dress, trade secrets, patents, and other intellectual property rights associated with our Services (collectively, our “Property”), are owned by Portal Entryways and its licensors and such Property is subject to and protected by U.S. and international copyright and other intellectual property laws and rights. You do not obtain any ownership interest in the Property or the Services through this EULA or otherwise. All rights to the Property not expressly granted in this EULA are reserved to their respective copyright owners.
5. CONTENT YOU PROVIDE TO US.
Portal Entryways may allow you to submit information to us through e-mail and other manners in connection with providing us Feedback and/or obtaining user support from us. Portal Entryways may in the future also offer you the ability to post and provide comments, images, descriptions and other content in the App or otherwise through the Services (collectively with any other information submitted to Portal Entryways, the “User Content”). If you do post or provide User Content, you grant Portal Entryways a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display such User Content throughout the world in any media for any purpose in Portal Entryways’ sole discretion. You grant Portal Entryways the right to use the name that you submit in connection with such User Content, if we choose to use it. You represent and warrant that (i) you own or otherwise control all of the rights to the User Content that you post or provide, (ii) that the User Content you post or provide is accurate, (iii) that use of the User Content you supply does not violate this EULA or applicable laws, rules or regulations and will not cause injury to any person or entity, and (iv) that you will indemnify Portal Entryways for all claims resulting from the User Content you supply in accordance with the section titled “Indemnification” below. Any User Content posted or provided will be considered public, and Portal Entryways will not be responsible for the actions of users with regards to any public information. Portal Entryways may, but has no obligation to, monitor User Content in the App. Portal Entryways, in its sole discretion, may refuse to post, remove, or require you to remove, any User Content, in whole or in part, at any time. We further reserve the right to withhold and or discard any User Content, with or without notice, if deemed by us to be contrary to this EULA. Portal Entryways takes no responsibility and assumes no liability for any User Content. We always appreciate your feedback or other suggestions about our Services. The comments, suggestions or other feedback you give us about the Services (the “Feedback”) will constitute our confidential information and we are free to use, disclose, reproduce, license, distribute and exploit this Feedback as we see fit, without acknowledgment or compensation to you.
6. THIRD PARTY WEBSITES AND SERVICES; NO IMPLIED ENDORSEMENT.
The Services may contain links to other websites owned by third parties ("Third-Party Sites"). Please note that when you click on any of these links, you are entering another website for which we have no responsibility or control. Portal Entryways is not responsible for any activity occurring within Third-Party Sites. You agree that we shall not be responsible for any loss or damage of any sort incurred as a result of your use of any Third-Party Sites, whether or not you were linked to or directed to a Third-Party Site through the Services. You acknowledge that Third-Party Sites may be subject to the applicable third-party provider’s terms of service, and you are solely responsible for reviewing and complying with any such terms of service. In no event shall any reference in the Services to any third party, third-party website or third-party product or service be construed as an approval or endorsement by us of that third party, third-party website or of any product or service provided by a third party.
7. ADDITIONAL TERMS APPLICABLE TO THE APP.
To use the App you must have a mobile device that is compatible with the App. We do not warrant that the App will be compatible with your mobile device. You may use mobile data in connection with the App and may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges. You acknowledge that we may from time to time issue upgraded versions of the App, and may automatically electronically upgrade the version of the App that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of this Agreement will apply to all such upgrades. Any third-party code that may be incorporated in the App is covered by the applicable open source or third-party license, if any, authorizing use of such code. If the App is being acquired on behalf of the United States Government, then the following provision applies. The App will be deemed to be “commercial computer software” and “commercial computer software documentation”, respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction, release, performance, display or disclosure of the Services and any accompanying documentation by the U.S. Government will be governed solely by this EULA and is prohibited except to the extent expressly permitted by this EULA. The App originates in the United States, and is subject to United States export laws and regulations. The App may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the App may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the App and the Services.The following applies to any App you acquire from the Apple App Store (“Apple-Sourced Software”): You acknowledge and agree that this Agreement is solely between you and Portal Entryways, not Apple, Inc. (“Apple”) and that Apple has no responsibility for the Apple-Sourced Software or content thereof. Your use of the Apple-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple-Sourced Software. In the event of any failure of the Apple-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement and any law applicable to Company as provider of the software. You and Portal Entryways acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as relates to your license of the Apple-Sourced Software, and that, upon your acceptance of the terms and conditions of this EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce this EULA as relates to your license of the Apple-Sourced Software against you as a third-party beneficiary thereof.
8. DISCLAIMER OF WARRANTIES. YOUR USE OF THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES ARE AT YOUR OWN RISK. THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER PORTAL ENTRYWAYS NOR ANY PERSON ASSOCIATED WITH US MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER PORTAL ENTRYWAYS NOR ANYONE ASSOCIATED WITH US REPRESENTS OR WARRANTS THAT THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVER THAT MAKES THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. PORTAL ENTRYWAYS HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
9. LIMITATION OF LIABILITY. IN NO EVENT WILL PORTAL ENTRYWAYS, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY WEBSITES LINKED TO IT, ANY CONTENT AVAILABLE IN THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agree to defend, indemnify and hold harmless Portal Entryways, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of this EULA or your use the Services.
We may modify, replace, refuse access to, suspend or discontinue the Services, partially or entirely, for all or some of our users, for any reason, at any time and in our sole discretion. All of these changes shall be effective upon their posting on the Website or by direct communication to you unless otherwise noted. You may terminate this EULA at any time by ceasing use of the Services and deleting the App from your device(s).
12. AMENDMENTS; MODIFICATIONS.
We reserve the right, in our sole discretion, to modify or replace any part of this EULA at any time, effective upon the posted effective date. In the event of any such change, we may post a notice in the App and on the Website that we have changed this EULA. We encourage you to visit the Website periodically to monitor any changes. Your continued use of or access to the Services following the posting of any changes to this EULA constitutes acceptance of those changes.
Portal Entryways does not accept any responsibility or liability for your safety, including but not limited to your failure to act in a safe manner. You recognize that Portal Entryways is not liable for your safety, and that you are solely responsible for taking appropriate safety precautions.
14. APPLICABLE LAW.
This EULA is governed by and construed in accordance with the laws of the State of Delaware, excluding its conflict of law principles. This EULA shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this EULA shall continue in full force and effect.
15. DISPUTE RESOLUTION.
At our sole discretion, we may require you to submit any disputes arising from the use of this EULA, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying the State of Delaware law.