Yale Accentra� End User License Agreement

1.  Limited License

1.1   Subject to the terms and conditions of this Agreement, ASSA ABLOY grants to you a nontransferable, nonsublicensable, nonexclusive, revocable, worldwide (subject to any legal restrictions on export or use) license to use the Licensed Software on the Accentra system that you operate, control, make installation of, provide maintenance, participate as a resident in accordance with the documentation and instructions provided with the applicable Licensed Software and Accentra system, as further described below. This license is granted solely for your own personal non-commercial purposes in order to operate the Accentra system. Such documentation and instructions shall be considered part of the Licensed Software. Without limiting the generality of the foregoing, you may make a one-time transfer of all of your license rights to the Licensed Software to a third party in connection with your use of the Accentra system (including the Licensed Software embedded therein); provided, such transfer is conditioned upon the third party receiving the Accentra system agreeing to the terms of this Agreement, and if such third party does not agree to the terms of this Agreement, such transfer shall be null and void.

1.2   Subject to the terms and conditions of this Agreement, ASSA ABLOY grants to you a nontransferable, nonsublicensable, nonexclusive, revocable, worldwide (subject to any legal restrictions on export or use) license to use the User Content solely in connection with your use of the Licensed Software and not on a standalone or separate basis. The term �User Content� shall mean all data, materials, configurations, configuration data, programming, processes or other information managed, transmitted, accessed, stored or otherwise processed in any way using the Licensed Software and/or in the Accentra system that was submitted or inputted into the Licensed Software and/or in the Accentra system by any party, including, but not limited to, by or on behalf of you (whether for your use or on behalf of or for the benefit of the invitees).

2.  License Software Restrictions

The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall use the Licensed Software and User Content solely as licensed above, and shall not (other than with respect to facility owners or administrators granting credentials to their invitees in accordance with the applicable Terms of Service) license, sell, rent, lease, transfer, assign, distribute, host, outsource, disclose or otherwise commercially exploit the Licensed Software or User Content or make the Licensed Software or User Content available to any third party; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Accentra system, User Content or Licensed Software (except and only to the extent such restriction is expressly prohibited under applicable law); (c) you shall not use or access the Licensed Software or User Content for benchmarking or competitive analysis, or in order to build a similar or competitive product or service; (d) you shall not let anyone tamper with the Accentra system in a way that impact the functionality and security of the Accentra system; (e) except as expressly stated herein, no part of the Licensed Software or User Content may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording or other means; (f) any future release, update, or other addition to functionality of the Licensed Software shall be subject to the terms of this Agreement, unless ASSA ABLOY expressly states otherwise; (g) all use shall be in compliance with applicable law, including without limitation all local laws, such as building codes and regulations; and (h) all use shall be in compliance with any third party licensing terms that govern the use of open-source components that may be included in the Licensed Software or User Content. In using the Accentra system (whether or not such use involves the use of the Licensed Software or User Content), you shall also comply with the applicable restrictions described above. This license is granted solely for your own use (which use, in the case of facility owners or administrators or certified installers, may be commercial purposes) in order to access and use the Licensed Software or User Content. Licenses granted to invitees of facility owners or administrators are granted solely for personal, non-commercial use. 

 

3.  The Licensed Software is Proprietary to ASSA ABLOY

All right, title, and interest, including all intellectual property rights, in and to the Licensed Software shall be owned and retained by ASSA ABLOY or its suppliers or vendors, as applicable. As between you and ASSA ABLOY, all right, title, and interest, including all intellectual property rights, in and to the User Content shall be owned and retained by ASSA ABLOY. You shall not engage in any act that interferes with ASSA 'ABLOY's business or violates or infringes ASSA 'ABLOY's intellectual property rights or any intellectual property rights of ASSA 'ABLOY's suppliers or vendors. Any rights not expressly granted by ASSA ABLOY in the Agreement are reserved. All Licensed Software is licensed and not sold, and any reference to "sale" or "purchase" shall mean the purchase of a license to the Licensed Software as set forth herein.

4.  Additional obligations that apply to your use of the Licensed Software, Accentra system, and Service  

4.1.1.  ASSA ABLOY Terms of Service. The use of the Service and Application is governed by ASSA ABLOY's Terms of Service  (link).  You must keep your Account information accurate and up to date at all times. You agree to abide by, and use the Accentra system, Licensed Software, User Content, Application, and Account in accordance with the documentation provided to you in connection with the Accentra system, Licensed Software, User Content, Application, and Account. This Agreement is separate from, and is in addition to, such Terms of Service and other applicable documentation. An invitee of a facility owner or administrator who is issued credentials for access to the devices and services other than through the Licensed Software (e.g., though a keycard or fob issued by the facility owner or administrator) may not be required to register.

 

4.1.2.  Modified Terms of Service. We may, from time to time provide additional or modified terms of service to you associated with your Account or the Service, including without limitation to the Terms of Service. We will provide notice of any material changes on our website (link) or through other electronic contact details, you have provided to us. Any such additional terms of service will take effect on the earlier of (x) the 30th day following notice of such terms of service being available to all users of the Application or (y) when you click �I Agree� (or equivalent prompt) on the applicable notification of such additional terms of service in the Application or ASSA'ABLOY's website. We may, from time to time provide additional or modified terms of service to you associated with your Account or the Service, including without limitation to the Terms of Service. We will provide notice of any material changes on our website (link) or through other electronic contact details, you have provided to us. Any such additional terms of service will take effect on the earlier of (x) the 30th day following notice of such terms of service being available to all users of the Application or (y) when you click �I Agree� (or equivalent prompt) on the applicable notification of such additional terms of service in the Application or ASSA'ABLOY's website.

 

4.1.3.  Security. System administrators and certified installers are responsible for maintaining the security of your Accentra system, Licensed Software, User Content, Application, and Account, and you must take reasonable steps to protect your Account information and access to your Application. All use of the Accentra system, Licensed Software, User Content, Application, and Service through your Account (by you or others) is your responsibility (including with respect to use by invitees through credentials supplied by facility owners or administrators).

 

5.  Updates to the Licensed Software

The Licensed Software may, without additional notice, be updated at our discretion. For Yale Accentra� Configuration App & Yale Accentra� Access App, the updates will be provided via the applicable app stores. If you do not want such updates, your remedy is to stop using the Accentra system and provide ASSA ABLOY written notice of termination of this Agreement. If you do not cease using the Accentra system, you will receive updates automatically. You acknowledge that you may be required to install updates to use the Accentra system and the Licensed Software, and you agree to promptly install any updates that ASSA ABLOY provides, whether directly or through the applicable app stores. Your continued use of the Accentra system is your consent to these updates. Failure to install these updates may expose you to security risks and/or limit the functionality of the Accentra system, Services, or Application.  

 

6.  Our Privacy Policy applies to your use of the Licensed Software

Accentra systems keep installations safe from unauthorized access and allow only authorized users to use, operate, install, and provide maintenance they are entitled to. Accentra system gives full accountability of who has (or had) to use, operate, install, and provide maintenance and at what time and date.

This is usually managed by software that runs on either the Accentra systems and/or the client's computer network. To achieve all this, the Accentra systems hold Personal Information in order to identify individual users as well as the hardware involved. Examples of this are the storage in the Accentra systems of names, email address, address, telephone number, your device status / information / OS version, activity information, required by a Business (any organization using the Accentra systems).  

 

6.1.  Compliance Information � US Privacy Laws

Accentra systems allow Businesses to comply with their obligations under US privacy laws, including California Consumers Privacy (CCPA) and other state equivalents. For example, as described above, these systems allow businesses to respond to data subject requests for access and rectification, as well as allowing Businesses to delete data that is no longer required for the purposes that it was collected. However, operators of Accentra systems are reminded that they must take into account and are solely responsible for ensuring compliance with their obligations and responsibilities under the US privacy protection laws applicable to them, including, without limitation:

• Assessing whether it is lawful to collect personal information, determining what information will be collected and stored within the system, and documenting the purposes for collecting personal information.
• Providing any notices and obtaining any consents required by such laws, including any consent required to transfer and/or store personal information outside the US or outside the state where the operator is located.
• Determining and implementing the appropriate access controls for the system and the data held on it.
• Designating a person who is responsible for compliance with US privacy laws and providing training to personnel regarding handling personal information in accordance with such laws.
• Limiting use and disclosure of personal information to only authorized and lawful purposes.
• Understanding the requirements for, and implications of, sharing the personal information with other systems that are integrated into the Accentra system
• Implementing contractual and other controls to ensure that service providers and others that process personal information on behalf of the operator protect such information in accordance with applicable laws.
• Removing/deleting/erasing personal information from the system (including any backup copies) and dealing with access requests, complaints, and/or data  breaches
• Do not sell the personal information collected, "sell" as defined in the CCPA

For more information about US privacy laws in relation to ASSA ABLOY products, please contact privacy.americas@assaabloy.com.

In limited circumstances (i.e. maintenance, installation, etc.), ASSA ABLOY may have access to Personal Information stored on the Hardware, which may include user names, email address, address, telephone number, your device status / information / OS version, activity information, or other Personal Information relating to the authorized users, where such access is required in order to provide support. You authorize ASSA ABLOY to process personal information during the term of this EULA for the purposes of performing its obligations under this EULA only. It will be required to execute a "Data Protection Agreement" to delineate each party's responsibilities in terms of Privacy.

 

6.2.  Privacy Policies

We value your privacy. All information provided in connection with your use of the Licensed Software is covered by our Privacy Policy for residents and domiciles of the United States (link) and for residents and domiciles of Canada (link). Please review this policy prior to using the Licensed Software, as by entering into this Agreement and using the Licensed Software you are agreeing to the terms of our Privacy Policy.

 

7.  US Government Users

The Licensed Software is a "commercial item"," as that term is defined at 48 C.F.R. 2.101 (OCT 1995), and more specifically is �commercial computer software" and "commercial computer software documentation"," as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), the Licensed Software is provided to U.S. Government end users only as a commercial end item and with only those rights as are granted to all other customers pursuant to the terms and conditions herein. 

 

8.  Certain Disclaimers Concerning the Accentra system and the Licensed Software

YOU ACKNOWLEDGE THAT THE ACCENTRA SYSTEM AND LICENSED SOFTWARE AND THE APPLICATION (1) ARE NOT INTENDED OR CERTIFIED FOR EMERGENCY NOTIFICATION OR RESPONSE AND (2) ARE NOT A THIRD-PARTY MONITORED EMERGENCY NOTIFICATION SYSTEM. ASSA ABLOYDOES NOT MONITOR EMERGENCY NOTIFICATIONS AND WILL HAVE NO OBLIGATION TO DISPATCH OR CAUSED TO BE DISPATCHED EMERGENCY AUTHORITIES TO THE LOCATION THE ACCENTRA SYSTEMIS INSTALLED OR ANY OTHER LOCATION IN THE EVENT OF AN EMERGENCY. THE ACCENTRA SYSTEM, THE LICENSED SOFTWARE AND THE APPLICATION ARE NOT INTENDED FOR USE AS A LIFE-SAVING SOLUTION FOR PERSONS AT RISK AT THE LOCATION WHERE THE ACCENTRA SYSTEM IS INSTALLED OR OTHERWISE. YOU SHALL NOT USE OR RELY ON THE ACCENTRA SYSTEM OR THE LICENSED SOFTWARE OR THE APPLICATION FOR ANY SUCH EMERGENCY OR LIFE-SAVING PURPOSE, AND ANY SUCH EMERGENCY EVENTS SHOULD BE DIRECTED TO THE APPROPRIATE RESPONSE SERVICES. 

 

9.  DISCLAIMER OF WARRANTIES

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE LICENSED SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE LICENSED SOFTWARE IS PROVIDED ON AN �AS-IS� BASIS. ASSA ABLOY PROVIDES LIMITED WARRANTIES AND REMEDIES SOLELY AS SET FORTH IN ITS LIMITED WARRANTY WITH RESPECT TO THE ACCENTRA SYSTEM HARDWARE ONLY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ASSA ABLOY, ITS AFFILIATES AND ITS SUPPLIERS, LICENSORS AND RESELLERS DISCLAIM ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES RELATING TO THE LICENSED SOFTWARE, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE, NON-INFRINGEMENT AND WARRANTIES AGAINST HIDDEN OR LATENT DEFECTS. ASSA ABLOY DOES NOT WARRANT THAT USE OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, COMPATIBLE WITH YOUR NETWORK, COMPUTER OR MOBILE DEVICE , THAT DEFECTS WILL BE CORRECTED, OR THAT THE LICENSED SOFTWARE IS FREE OF MALWARE, VIRUSES OR OTHER HARMFUL COMPONENTS. WE RESERVE THE RIGHT TO PROVIDE IN OUR DISCRETION UPDATES OR UPGRADES TO THE SYSTEM OR TO FIX ANY DEFECT, ERROR, OR BUG IN THE SYSTEM. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE LICENSED SOFTWARE, THEN TO THE MAXIMUM EXTENT ALLOWED BY LAW, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DOWNLOAD OR PURCHASE, WHICHEVER IS EARLIER.

SOME STATES (COUNTRIES AND PROVINCES) DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY (OR CONDITION) MAY LAST, SO THE LIMITATION DESCRIBED ABOVE MAY NOT APPLY TO YOU. 

 

10.  LIMITATION OF REMEDIES AND DAMAGES

NEITHER ASSA ABLOY NOR ITS AFFILIATES, LICENSORS, ASSA ABLOY OR RESELLERS SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS OR CONDITIONS RELATED THERETO UNDER BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA (INCLUDING, BUT NOT LIMITED TO USER CONTENT), (B) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OR BUSINESS INTERRUPTION, LOSS OF REVENUES, DIMINUTION IN VALUE OR LOSS OF PROFITS; OR (D) ANY DAMAGES (REGARDLESS OF TYPE) ARISING FROM OR AS A RESULT OF USE OF THE LICENSED SOFTWARE, USER CONTENT OR THE APPLICATION BY ANY PERSON OTHER THAN YOU. THE FOREGOING SHALL APPLY EVEN IF ASSA ABLOY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ASSA ABLOY'S AGGREGATE CUMULATIVE LIABILITY HEREUNDER SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE ACCENTRA SYSTEM. THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS IN THIS SECTION 10,ASSA ABLOY'S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT THAT IS LEGALLY PERMISSIBLE.  

 

11.  Limitations on Claims

You agree that, unless such time limitation on filing is prohibited by law, any claim or cause of action arising out of or related to use of the Licensed Software, or this Agreement, must be filed within one (1) year after such claim or cause of action arose or be forever barred, regardless of any time limit set forth in any statute or law to the contrary. 

 

12.  Indemnification

To the fullest extent allowed by law, you hereby agree to indemnify and hold harmless ASSA ABLOY and its affiliates, suppliers, and vendors, and any of their respective officers, directors, employees and agents, from and against any and all threatened or actual claims, actions, suits, and any and all resulting losses, liabilities, damages, expenses, and costs arising out of or relating to the use or misuse of your Account, Accentra system, Licensed Software, Application or the Service, or your negligence, willful misconduct, criminal conduct or breach of this Agreement. 

 

13.  Term and Termination

This Agreement and the licenses granted hereunder are effective on the date you first click �I Agree� on the Application or our website and shall continue unless and until this Agreement is terminated by you or ASSA ABLOY pursuant to this section. ASSA ABLOY may terminate this Agreement upon five (5) 'days' notice (provided as set forth below) to you in the event you breach any of the terms of this Agreement (or immediately upon notice in the event that you materially breach any of the terms hereof). You may terminate this Agreement effective immediately upon providing ASSA ABLOY with written notice. Upon termination, the license granted hereunder shall terminate and you shall promptly cease any use of the Licensed Software (and, in the event the Accentra system cannot be used without use of any of the Licensed Software, cease any use of the Accentra system), but the terms of this Agreement which by their nature intended to survive termination will remain in effect, including Sections 2, 3, 7, 8, 9, 10, 11, 12, 13, 14, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25 and 26. 

 

14.  Certain Compliance with Laws Matters

You agree to comply with all applicable export and trade laws and regulations to ensure that neither the Licensed Software, Accentra system, nor any technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws or regulations.  You further acknowledge that the Licensed Software, Accentra system, and technical data related thereto may subject to the United States Export Administration Regulations "("EAR�) and as a result may not be exported or re-exported except in strict compliance with those regulations.

By using the Licensed Software you represent and warrant that:  1) you are not a Restricted Party; 2) are not operating, located, or ordinarily resident in a Restricted Territory; and 3) will not use the Licensed Software, Accentra system or any technical data related thereto in any Restricted Territory, or directly or indirectly transfer it to, or for the benefit of, any Restricted Party or Territory.

• �Restricted Territory� means a region designated as a �terrorism supporting� country by an applicable governmental authority or prohibited by ASSA ABLOY policy (based on risks including corruption, fairness and transparency of local legal process, contractual commitments imposed by financial institutions, and/or applicable embargo or trade restrictions), including without limitation Cuba, Iran, North Korea, Syria, and the Crimea Region and any other region that hereinafter becomes subject to a United States or other applicable comprehensive country- or region-based economic or financial sanctions law or trade embargo.  
• �Restricted Party� means: (i) any party listed in the Department of Commerce Bureau of Industry and 'Security's Entity List, any list of parties subject to U.S. financial sanctions maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury (including but not limited to the  Specially Designated Nationals and Blocked Persons List and the Sectoral Sanctions Identification List), or the U.S. Department of State, or any other applicable list of persons subject to financial sanctions or export restrictions maintained by a applicable governmental authority; or (ii) any government of, or any party that is operating, organized, or resident in, a Restricted Territory, or owned or controlled by or acting on behalf of the government of, a Restricted Territory; or (iii) any party that is owned or controlled, individually or in the aggregate, by one or more parties described in clauses (i) or (ii).

 

15.  Amendments and Modifications to this End User License Agreement

You agree that ASSA ABLOY may modify this Agreement from time to time, and that your right to access the Services and use the Licensed Software and User Content is conditioned on an ongoing basis with your compliance with the then-current version of this Agreement. We will notify you when we make material revisions or modifications to this Agreement by (x) posting a notice or new version of this Agreement on our website or Application, or (y) providing direct notice in a communication to your customer account (if you have one), or otherwise in some manner through the website, Service or Application that we deem reasonably likely to reach you (which may be by posting to our website or on our blog). The modifications will be effective upon the earlier of (x) the 30th day following notice of such amendment being available to all users of the Application or our website and (y) when you click �I Agree� on the applicable notification of such amendment in the Application or on our website. By continuing to access the Licensed Software or Services after revisions become effective, you agree to be bound by the revised Agreement. If you do not agree to the new Agreement, please stop using the applicable Licensed Software and User Content. 

 

16.  Confidential Information

�Confidential Information� shall mean the Licensed Software, User Content and all other information disclosed to you that ASSA ABLOY characterizes as confidential at the time of its disclosure either in writing or orally, or that reasonably should be considered confidential given the nature or circumstances of disclosure, except for information which you can demonstrate: (a) is previously rightfully known to you without restriction on disclosure; (b) is or becomes, from no act or failure to act on your part, generally known in the relevant industry or public domain; (c) is disclosed to you by a third party as a matter of right and without restriction on disclosure; or (d) is independently developed by you without access to the Confidential Information. You shall use your best efforts to preserve and protect the confidentiality of the Confidential Information at all times, both during the term hereof and for a period of at least five (5) years after termination of this Agreement; provided, however, any source code or trade secrets you receive or have access to shall be held in confidence in perpetuity. You shall not disclose, disseminate or otherwise publish or communicate Confidential Information to any person, firm, corporation or other third party without the prior written consent of ASSA ABLOY. You shall not use any Confidential Information other than in the course of the activities permitted hereunder. You shall notify ASSA ABLOY in writing immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement, and will cooperate with ASSA ABLOY in every reasonable way to regain possession of Confidential Information and prevent any further unauthorized use. If you are legally compelled to disclose any of the Confidential Information, then, prior to such disclosure, you will (i) immediately notify ASSA ABLOY prior to such disclosure to allow ASSA ABLOY an opportunity to contest the disclosure, (ii) assert the privileged and confidential nature of the Confidential Information, and (iii) cooperate fully with ASSA ABLOY in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event such protection is not obtained, you shall disclose the Confidential Information only to the extent necessary to comply with the applicable legal requirements.  

 

17.  Assignment of this Agreement

Except for the one-time transfer described above in connection with transfer of ownership of the Accentra system described above, neither the rights nor the obligations arising under this Agreement are assignable by you, and any such attempted assignment or transfer shall be void and without effect.  

 

18.  Waiver

All waivers by ASSA ABLOY will be effective only if in writing. Any waiver or failure by ASSA ABLOY to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

 

19.  Severability

In the event that any provision of this Agreement is found to be contrary to law, then such provision shall be construed as nearly as possible to reflect the intention of the parties, with the other provisions remaining in full force and effect.

 

20.  Notices

You acknowledge and agree that any notice we provide to you may be delivered through the Application or by email to the email address you provided to us upon registration or by other electronic means.

 

21.  Agreed Language

The parties acknowledge that they require that this Agreement be drawn up in the English language only. Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement will govern to the extent not prohibited by local law in your jurisdiction.

 

22.  Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut and the United States without regard to the conflict of laws provisions therein that would require the application of the laws of another jurisdiction. Any action under or relating to this Agreement which is permitted be brought in a court pursuant to the terms for this Agreement shall be brought solely in the state and federal courts located in Connecticut with sole venue in the courts located in New Haven County and each party hereby submits to the personal jurisdiction of such courts, except that ASSA ABLOY may seek relief in any court of competent jurisdiction to protect or enforce its intellectual property and proprietary rights. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

 

23.  Dispute Resolution; Mandatory Arbitration

If you are a resident of the United States, then the Arbitration terms in this section apply to you. This section includes a mandatory arbitration provision for certain claims. The claims to which this section applies are described below. This section limits your and our rights. Specifically, you understand that you and ASSA ABLOY are waiving the right to sue in court and have a jury trial for certain claims.

To the maximum extent permitted by law, you agree that the all disputes and claims arising out of, or relating to, this Agreement, or your use of the Licensed Software, the User Content and Accentra system (including the arbitrability of any claim or dispute and the enforceability of this section), shall be determined exclusively by final and binding arbitration. Provided however, that you agree that the terms of this arbitration section do not apply to determinations as to the ownership of any intellectual property rights in the Licensed Software, User Content or Accentra system. The arbitration shall be conducted before a single arbitration under the American Arbitration 'Association's (' AAA's) Commercial Arbitration Rules and conducted in New Haven, CT, USA (or in the federal court district in which you reside at the time of making a claim, if mutually agreed by you and ASSA ABLOY in writing in the interest of fairness). You and ASSA ABLOY also agree that the AAA Optional Rules for Emergency Measures of Protection shall apply to the proceedings. The AAA rules are available at http://www.adr.org or by calling 1-800-778-7879. You and ASSA ABLOY are each responsible for their respective costs relating to counsel, experts, and witnesses, and any other costs relating to the arbitration. In the event that you file for arbitration, ASSA ABLOY will pay for the arbitration administrative or filing fees in excess of $250 U.S. dollars, including the arbitrator and/or other AAA case management fees, for any dispute of $75,000 U.S. Dollars or less, unless the claim is determined by the arbitrator to be frivolous. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party.  

 

24.  Waiver of Class Action

Except as otherwise provided in this section, the arbitrator may not consolidate more than one 'person's claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action or private attorney general action) unless both you and ASSA ABLOY specifically agree to do so following initiation of the arbitration. If you choose to pursue your dispute in court by opting out of this section, as specified below, this class action waiver will not apply to you. Neither you, nor any other user of the Licensed Software or User Content can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding arising out of or relating to this Agreement, the Licensed Software or User Content without having complied with the opt-out requirements below. 

 

25.  Availability of Injunctive Relief

Except as expressly set forth in this section, you and ASSA ABLOY may litigate in court only to compel arbitration under this Agreement or to confirm, modify, vacate or enter judgment on the award rendered by the arbitrators. To the extent that you have breached or have indicated your intention to breach this Agreement in any manner which violates or may violate ASSA ABLOY's or any of its 'licensor's intellectual property rights, or may cause continuing or irreparable harm to ASSA ABLOY (including, but not limited to, any breach that may impact ASSA ABLOY's or its 'licensor's intellectual property rights, or a breach by reverse engineering), ASSA ABLOY may seek injunctive relief, or any other appropriate relief, in any court of competent jurisdiction. 

 

26.  Ability to Opt-Out of Mandatory Arbitration

Notwithstanding the above, you or ASSA ABLOY may choose to pursue a dispute in court and not by arbitration if (a) the dispute qualifies, it may be initiated in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN THIRTY (30) DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THIS AGREEMENT (the �Opt-Out Deadline�). You may opt out of this Section by mailing written notification to ASSA ABLOY at YaleAccentraFAQs@assaabloy.com. Your written notification must include (1) your name, (2) your address, and (3) a clear statement that you do not wish to resolve disputes with ASSA ABLOY through arbitration. Your decision to opt-out of this Section will have no adverse effect on your relationship with ASSA ABLOY. Any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your dispute in arbitration or in small claims court. In addition, this arbitration provision does not preclude you from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf. The Federal Arbitration Act, 9 U.S.C. 1, et seq. (the �FAA�) governs the interpretation and enforcement of this agreement to arbitrate. The 'FAA's provisions, not state law, govern all questions of whether a dispute is subject to arbitration. 

 

27.  Entire Agreement

This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and any and all written or oral agreements previously existing between the parties are expressly canceled.

 

28.  Questions or Additional Information

If you have questions regarding this Agreement, or wish to obtain additional information, please send an e-mail to YaleAccentraFAQs@assaabloy.com.