THIS TERMS AND CONDITIONS (“AGREEMENT”) GOVERNS ACCESS AND USE OF THE ELEMENTS PORTAL (THE “PORTAL”) MAINTAINED BY HONEYWELL SECURITY AMERICAS LLC AND ITS AFFILIATES (TOGETHER “LICENSOR” OR “LENELS2”), INCLUDING ALL ACCESS OR USE OF THE PORTAL TO ENABLE END-USERS TO ACCESS REMOTE SERVICES (AS DEFINED IN THIS AGREEMENT), IF RELEVANT. “YOU” OR “YOUR” SHALL MEAN THE RESELLER, RESELLER END USER, END USER OR OTHER AUTHORIZED ENTITY OR PERSON WHO ACCESSES THE PORTAL FOR REMOTE SERVICES.

THIS AGREEMENT CONTAINS PRODUCT SAFETY WARNINGS, WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY WITH RESPECT TO THE PORTAL, PRODUCTS, SOFTWARE AND REMOTE SERVICES SOLD BY LENELS2 RELATED TO THE PORTAL, AS APPLICABLE.

BY CLICKING “ACCEPT” OR ACCESSING OR USING THE PORTAL, YOU AGREE, ON BEHALF OF THE RESELLER OR END USER, TO BE BOUND BY THE TERMS OF THIS AGREEMENT INCLUDING ANY APPLICABLE COUNTRY SPECIFIC ADDENDA. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, THEN CLICK “DECLINE” AND DO NOT ACCESS OR USE THE PORTAL.

1.  Definitions.

"Software" means the LICENSOR owned and licensed web application, third party software programs applications, and/or user interfaces supplied by LICENSOR for use with the Portal and Remote Services (including but not limited to a applications in a gateway or other appliance, if applicable), and corresponding documentation, associated media, printed materials, and online or electronic documentation intended to allow Reseller and/or Reseller End Users (as defined in this Agreement) to provide Remote Services (as defined in this Agreement) to End Users (as defined in this Agreement).

“Portal” means the website established and maintained by LICENSOR through which a licensed Reseller can register, activate and/or deactivate authorized Products to enable/disable use of Remote Services by End User. The Portal may be removed or changed (including modification of any existing service, removal of any existing service or addition of other services) at any time by LICENSOR in its sole discretion and without notice.

“Remote Services” means the ability of an End User who has Products installed, who has agreed to these Terms and Conditions, any required terms and conditions of use with the Reseller including payment of all applicable fees, and who has licensed the Software from a Reseller to use access control as a cloud service with authorized and equipped Products to the extent such devices are enabled with appropriate software and connectivity compatible with the Software and other services as determined by LICENSOR. Remote Services may be cancelled or changed (including modification of any existing service, removal of any existing service or addition of other services) at any time by LICENSOR in its sole discretion and without notice to Reseller or End User.

“Products” means any appliance, equipment or products manufactured or sold by LICENSOR, without limitation, control panels, readers or other access devices which are authorized and/or equipped by LICENSOR to allow usage of Remote Services.

“End User” means the individual or entity who, once authorized and registered by a Reseller or LICENSOR on the Portal or otherwise, can access Remote Services in connection with an access control system using Products.

“Reseller End Users” means certain employees or other authorized representatives of Resellers who shall access the Portal and/or use the Software in order to provide End Users with access to Remote Services and/or to provide certain services to End Users and/or LICENSOR.

2.  License Grant.

If relevant, during the term of this Agreement and conditioned upon Reseller’s full compliance with all of its terms and conditions and payment of all applicable fees, LICENSOR grants to You a personal, nonexclusive, non-sublicensable, revocable license to access and use the Portal and/or use the Software, if any, (subject to Your acceptance of the End User License Agreement (“EULA”)) solely in connection with the (i) registration of authorized Products in order to activate or deactivate Remote Services, (ii) if a Reseller, for billing purposes, (iii) configuration of authorized Products to allow use of Remote Services, (iv) if a Reseller, for provision of Remote Services to End Users, (v) if an End User, to enable your use of Remote Services, and (vi) access to registered Products for purposes of configuration, setup and/or servicing duly registered Products only while Reseller remains in compliance with this Agreement and in good standing with respect to LICENSOR (which shall be determined in LICENSOR’s sole discretion).

3.  License Limitations. 

If a license is granted in Section 2, it is conditioned upon Your compliance with the following limitations:

(a) Reverse Engineering. You may not decompile, decipher, disassemble, reverse engineer or otherwise attempt to access the Portal or the source code of the Software or circumvent any technical limitations in the Portal or Software that limit or restrict use of the Portal or Software, except as expressly permitted by applicable law notwithstanding this limitation.

(b) No Distribution, Rental or Transfer. If relevant, You may not distribute, rent, lease, lend, transfer, sublicense, disclose or otherwise provide access to the Portal to any third party. You are solely responsible for protecting its password required to access the Portal.

(c) No Modification or Derivative Works. You may not modify or create derivative works of the Portal or Software, in whole or in part.

(d) Proprietary Notices. You may not remove any proprietary notices or labels on the Portal or Software or any copy thereof.

(e) Non-Permitted Uses. Without limiting any of the foregoing, You may not make any use of the Portal or Software in any manner not expressly permitted by this Agreement.

4.  Reservation of Rights and Ownership.

(a) LICENSOR, its parent company or its affiliates, own(s) the title, copyright and other intellectual property rights in the Portal and/or the Software. The Portal and/or Software is/are protected by copyright and other intellectual property laws and treaties. Your access to and use of the Portal, if any, does not transfer to You or any third party any rights, title, or interest in or to such intellectual property rights. LICENSOR and its affiliates and licensors and suppliers reserve all rights not granted in this Agreement. Access to use the Portal and/or Software is licensed to You, not sold, under this Agreement.

(b) All information, files, graphics, images, documentation, communications and any other material (except Feedback, (defined below) that You choose to submit using the Portal (collectively, “User Submissions”)), if any, are understood to be submitted voluntarily and will not be considered confidential or proprietary. LICENSOR does not claim ownership of User Submissions. However, by submitting, uploading, posting, or transmitting User Submissions on areas of the Portal, You grant to LICENSOR a worldwide, royalty-free, non­exclusive, sublicensable license to use, distribute, reproduce, modify, adapt, create derivative works of, publish, translate, publicly perform and publicly display those User Submissions in accordance with this Agreement. You are solely responsible for all User Submissions uploaded, downloaded, posted, emailed, transmitted, stored or otherwise made available through the Portal. LICENSOR reserves the right to determine whether any User Submission is appropriate and in compliance with this Agreement, and may pre-screen, monitor, filter, restrict, block, move, refuse, modify or remove User Submissions at any time in its sole discretion, without prior notice. LICENSOR does not guarantee the security or availability of any User Submissions or other information transmitted or stored through the Portal.

(c) Reseller may choose to, or LICENSOR may invite Reseller to, submit comments, suggestions, or ideas about the Software, including how to improve the Portal, Software, Products or Remote Services (“Feedback”). By submitting any Feedback, Reseller agrees that its submissions are voluntary, gratuitous, unsolicited, and without restriction and will not place LICENSOR under any fiduciary or other obligation. Reseller irrevocably assigns to LICENSOR all right, title and interest throughout the world in the Feedback without the right to any compensation or royalties from LICENSOR and, to the extent allowed by applicable law, Reseller waives all moral rights Reseller/you may have in the Feedback. LICENSOR may use, copy, modify, publish, or redistribute the submission and its contents, including any Feedback, for any purpose. Reseller also agrees that LICENSOR does not waive any rights to use similar or related ideas previously known to LICENSOR, developed by its employees, or obtained from other sources.

(d) LICENSOR may use (or share with third parties subject to their agreement to reasonable confidentiality terms) information received in connection with Your registration for and use of the Portal, only to the extent required to administer, deliver, repair or improve the Portal, Software, Products and/or Remote Services which may include billing, collection or analytic services. Except as described in this Agreement, LICENSOR will not use or share with third parties information received in connection with registration for and use of the Portal. LICENSOR may provide information about You to a third party if required by law, or in the good-faith belief that such action is necessary to comply with state and/or federal laws or respond to a court order, subpoena, or search warrant. With respect to obligations for Personally Identifiable Information, please see Section 5, below.

(e) LICENSOR reserves the right to transfer any information LICENSOR has about you in the event LICENSOR sells or transfers all or a portion of its business or assets.

5.  Personally Identifiable Information and Data Protection.

The Remote Services, Products, Portal, and Software may require the collection and processing of information or data that is related to any identified or identifiable natural person (“Personally Identifiable Information”) to function as intended. You retain the obligation to provide notice to or obtain consent from any individuals for whom you provide Personally Identifiable Information to LICENSOR, to ensure that you have the legal right to provide such information to LICENSOR and to ensure that you otherwise comply with applicable data privacy laws, including any applicable data access, correction or deletion requests from individuals. With respect to Personally Identifiable Information submitted and generated by Your use of the Remote Services, products, Portal or Software, any data requests received by LICENSOR shall be redirected to the Reseller for handling. In the event of a subpoena or other legal process, LICENSOR shall use reasonable efforts to respond in a manner that indicates that You are the owner or manager of the Personally Identifiable Information and that any such requests should be directed to You. In the event that LICENSOR is prohibited from contacting You in response to the subpoena or other legal process, LICENSOR will use commercially reasonable efforts to minimize the data provided under subpoena or legal process. LICENSOR, its affiliates, its licensors and/or its suppliers will otherwise retain, use, process and transfer Personally Identifiable Information to provide Remote Services or other services, in accordance with applicable data privacy laws and in accordance with the LenelS2 Privacy Notice. For the sake of clarity, this Section 5 does not apply to any de-identified, aggregated or non-Personally Identifiable Information.

6.  Additional Software or Services.

This Agreement applies to any updates, supplements, and add-on components of the Portal, Software (if any), Products or Remote Services that LICENSOR may, in its sole discretion, provide or make available to You (each an “Update”). If LICENSOR provides additional terms along with an Update, those terms will apply to the Update.

7.  Breach, Termination, and Return of Materials.

This Agreement will automatically terminate upon Your breach of any of the terms and conditions of this Agreement. In the event of termination, You must immediately cease accessing the Portal, if relevant, and the following Sections of this Agreement will survive: Sections 3 to 16. A Reseller’s breach of any of the terms and conditions of this Agreement will also be deemed a breach of any other agreement between Reseller and LICENSOR.

8.  DISCLAIMER OF WARRANTIES.

(A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW THE PORTAL AND/OR RELATED SOFTWARE IS PROVIDED AS IS AND WITH ALL FAULTS. LICENSOR AND ITS PARENT, AFFILIATES AND SUPPLIERS HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT, LACK OF VIRUSES OR BUGS, ACCURACY OR COMPLETENESS OF RESPONSES OR RESULTS WITH REGARD TO THE SOFTWARE OR THE PORTAL. LICENSOR AND ITS PARENT, AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE OPERATION OF THE SOFTWARE OR PORTAL WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED. LICENSOR FURTHER DISCLAIMS ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT OR SIMILAR LAW AS ENACTED BY ANY STATE. THE ENTIRE RISK ARISING OUT OF THE SOFTWARE OR PORTAL REMAINS WITH RESELLER AND END USERS.

(B) LICENSOR DOES NOT MAKE ANY CLAIMS OR WARRANTIES TO YOU OF ANY KIND REGARDING ANY SOFTWARE’S, PORTAL’S, REMOTE SERVICES’ OR PRODUCT’S POTENTIAL, ABILITY, OR EFFECTIVENESS TO DETECT, MINIMIZE, OR IN ANYWAY PREVENT DEATH, PERSONAL INJURY, PROPERTY DAMAGE, OR LOSS OF ANY KIND WHATSOEVER.

(C) LICENSOR DOES NOT REPRESENT TO YOU THAT THE PORTAL, SOFTWARE, PRODUCT OR REMOTE SERVICES MAY NOT BE HACKED, COMPROMISED AND/OR CIRCUMVENTED, OR WILL PREVENT ANY UNAUTHORIZED ACCESS, BREAK-IN, BURGLARY, ROBBERY, FIRE, OR OTHERWISE, OR THAT THE PRODUCT WILL IN ALL CASES PROVIDE ADEQUATE WARNING OR PROTECTION. YOU UNDERSTAND THAT A PROPERLY INSTALLED AND MAINTAINED ACCESS CONTROL SYSTEM MAY ONLY REDUCE THE RISK OF EVENTS SUCH AS UNAUTHORIZED ACCESS, BREAK-IN, BURGLARY, ROBBERY, FIRE, OR SIMILAR EVENTS WITHOUT WARNING, BUT IT IS NOT INSURANCE OR A GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR OR THAT THERE WILL BE NO DEATH, PERSONAL INJURY, AND/OR PROPERTY DAMAGE AS A RESULT. LICENSOR SHALL NOT BE LIABLE FOR ANY DEATH, PERSONAL INJURY, PROPERTY DAMAGE, OR LOSS OF ANY KIND WHATSOEVER TO YOU OR OTHERS, WHETHER DIRECTLY, INDIRECTLY, INCIDENTALLY, CONSEQUENTIALLY, OR OTHERWISE, CAUSED BY THE OPERATION, NONOPERATION, FUNCTIONING, MALFUNCTIONING, OR MISUSE OF THE PORTAL, SOFTWARE, PRODUCT, OR REMOTE SERVICES.

(D) LICENSOR DOES NOT WARRANT TO YOU THAT ITS PRODUCTS WILL WORK PROPERLY IN ALL ENVIRONMENTS AND APPLICATIONS AND DOES NOT WARRANT ANY PRODUCTS AGAINST HARMFUL ELECTROMAGNETIC INTERFERENCE INDUCTION OR RADIATION (EMI, RFI, ETC.) EMITTED FROM EXTERNAL SOURCES

(E) THE ABILITY OF REMOTE SERVICES TO WORK PROPERLY DEPENDS ON A NUMBER OF PRODUCTS AND SERVICES MADE AVAILABLE BY THIRD PARTIES OVER WHICH LICENSOR HAS NO CONTROL INCLUDING, BUT NOT LIMITED TO, INTERNET, CELLULAR AND LANDLINE CONNECTIVITY; MOBILE DEVICE AND RELATED OPERATING SYSTEM COMPATIBILITY; MONITORING SERVICES; PROPER INSTALLATION AND MAINTENANCE OF AUTHORIZED HARDWARE (INCLUDING READERS, CONTROL PANELS AND SENSORS) AND SOFTWARE. LICENSOR SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED BY ACTIONS OR OMISSIONS OF RESELLER OR OTHER THIRD PARTIES PROVIDING SUCH PRODUCTS AND/OR SERVICES.

9.  PRODUCT WARNINGS

FOR MORE INFORMATION ON PRODUCT WARNINGS AND DISCLAIMERS, PLEASE VISIT:HTTPS:// FIRESECURITYPRODUCTS.COM/EN/POLICY/PRODUCT-WARNING. THIS INFORMATION IS SUBJECT TO CHANGE WITHOUT NOTICE.

10.  INDEMNITY

You agree to defend, indemnify and hold harmless LICENSOR and its suppliers and their respective officers, directors and employees from all claims and expenses (including attorney’s fees and costs) arising out of or in connection with your use of the Portal, the Software, or any breach of this Agreement, or your violation of any laws or regulations or the rights of any third party.

11.  EXCLUSIONS OF CERTAIN DAMAGES; LIMITATIONS OF LIABILITY.

IN NO EVENT WILL LICENSOR OR ITS PARENT, AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, DAMAGES TO COMPUTER SYSTEMS OR OTHER SYSTEMS, LOSS OF DATA, GOODWILL, USE, OR OTHER LOSSES) ARISING OUT OF OR IN ANY WAY RELATED TO THE PORTAL, THE SOFTWARE, PRODUCTS, REMOTE SERVICES OR THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION OR THE BASIS OF THE CLAIM AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES OR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. LICENSOR AND ITS PARENT, AFFILIATES AND SUPPLIERS BEAR NO LIABILITY FOR ANY DAMAGES RESULTING FROM USE OR ATTEMPTED USE OF THE PORTAL, REMOTE SERVICES OR SOFTWARE.

LICENSOR’S AND ITS PARENT’S, AFFILIATES’ AND SUPPLIERS’ ENTIRE LIABILITY UNDER THIS AGREEMENT AND YOUR EXCLUSIVE REMEDY WILL BE LIMITED TO THE ACTUAL DAMAGES RESELLER INCURS IN REASONABLE RELIANCE ON THE SERVICES AND/OR THE PORTAL, IF RELEVANT, IN ACCORDANCE WITH THIS AGREEMENT UP TO $500. NO ACTION, REGARDLESS OF FORM RELATING TO THE PORTAL OR SOFTWARE MAY BE BROUGHT BY YOU MORE THAN ONE YEAR AFTER YOU HAVE KNOWLEDGE OF THE OCCURRENCE WHICH GIVES RISE TO THE CAUSE OF ACTION.

12.  Force Majeure.

LICENSOR will not be in breach of this Agreement or be liable if it fails to perform or delays the performance of an obligation as a result of an event beyond its reasonable control, including but not limited to, computer or mobile device operating system errors or outages, network or cellular outages, strikes, lockouts, industrial disputes, fire, flood, act of God, war, insurrection, vandalism, sabotage, invasion, riot, national emergency, piracy, hijack, acts of terrorism, embargoes or restraints, epidemic, legislation, regulation, order or other act of any government or governmental agency.

13.  Termination.

LICENSOR reserves the right to terminate the license granted herein, if applicable, and discontinue the provision of any Remote Services or the Portal to You at any time. LICENSOR may modify the Portal, the Software, and/or Remote Services provided, if relevant, at any time without notice. LICENSOR shall endeavor to provide Resellers with at least ninety (90) days prior notice of any discontinuation of the Portal, the Software or Remote Services. You acknowledge that any notice may be provided electronically via the Portal, if the Portal is available to you.

14.  U.S. Government License Rights.

Software provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions described in this Agreement. Software provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with “Restricted Rights” as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.

15.  Compliance with Law; Export Restrictions.

You will comply with all applicable international and national laws, rules and regulations that apply to the Software and Portal and Your use of the Portal, Software and Remote Services, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. or other governments. You acknowledge that the Portal and Software is of U.S. origin and subject to U.S. export jurisdiction.

16.  Governing Law and Jurisdiction.

This Agreement will be construed and controlled by New York state law, without giving effect to its conflict of law provisions. Each party consents to exclusive jurisdiction and venue in the state and federal courts in New York, New York for any and all disputes, claims and actions arising from or in connection with the Portal, Remote Services or Software, or otherwise arising under this Agreement. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Any claim you might have against LICENSOR must be brought within two (2) years after the cause of action arises, or such claim or cause of action is barred. You also acknowledge and agree that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to this Agreement and is hereby disclaimed.

17.  General.

The section titles in this Agreement are used solely for the parties’ convenience and have no legal or contractual significance. Any list of examples following "including" or "e.g.," is illustrative and not exhaustive, unless qualified by terms like "only" or "solely." LICENSOR’s failure to act with respect to a breach by You or others does not waive its right to act with respect to subsequent or similar breaches. No waiver of any provision of this Agreement will be effective unless it is in a signed writing, and no waiver will constitute a waiver of any other provision(s) or of the same provision on another occasion. If a court of competent jurisdiction holds any term, covenant or restriction of this Agreement to be illegal, invalid or unenforceable, in whole or in part, the remaining terms, covenants and restrictions will remain in full force and effect and will in no way be affected, impaired or invalidated. You may not assign, transfer or sublicense this Agreement or Your rights (if any) under this Agreement. Any attempt to sublicense, assign, or transfer any of the rights, duties, or obligations hereunder shall be void. This Agreement will be binding upon all permitted successors and assigns. This Agreement constitutes the entire agreement between You and LICENSOR with respect to the Software and the Portal and merges all prior and contemporaneous communications and proposals, whether electronic, oral or written, between You and LICENSOR with respect to Software and the Portal.

LICENSOR INFORMATION

If you have any questions about this Agreement, or want to contact Licensor for any reason, please direct all correspondence to:

Honeywell Security Americas LLC
1212 Pittsford-Victor Road
Pittsford, New York 14534
Attn:  Legal Department



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