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VSC Xtralis License Agreement

By accepting this License or installing or using the Software, you agree to be bound by the terms and conditions in this License. You agree that you are the end-user of the Software and you represent that you are of legal age and are authorized to enter into this License.

1. Definitions

In these Conditions, unless the contrary intention appears:

Documentation means any data, information or documentation supplied or made available to Licensee, including but not limited to any operating or user manuals or online help documentation relating to the Software;

Intellectual Property includes all copyright, and all rights in relation to registered and unregistered trademarks (including service marks), registered designs, registered patents and confidential information (including trade secrets and know-how), and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields;

You means any person who installs or uses the Software and any person on whose behalf the Software is installed or used.

Software means the Honeywell software  allowing remote access to Honeywell devices and data on the devices, Honeywell mobile device applications software, including computer and application software and any future versions, releases, updates, patches, error fixes and bug fixes of the above software.

“Honeywell” means Honeywell Advanced Detection (a division of Honeywell Technologies Sarl) (Advanced Detection division).

2. Grant of License

(a) Honeywell grants to You a non-exclusive, non-transferable License (without the right to sublicense except as set forth below) to install and use the Software on your personal computer and/or mobile device and server(s), and to use the Documentation strictly in accordance with the terms of this License.

(b) In consideration of the grant of the License, You agree to comply with the terms of this License agreement.

3. Permitted use

You may:

  1. use the Software and Documentation only to monitor and carry out maintenance activities on Honeywell devices.  You acknowledge and agree that the Software is intended to be accessed and used for non-time-critical information and control of products; You should not rely on the Software for any life safety or critical purposes.  While Honeywell aims for the Software to be highly reliable and available, it will not be available 100% of the time.  Access to the Software and receipt of data from the Software, is subject to sporadic interruptions and failures for a variety of reasons beyond Honeywell’s control, including Wi-Fi intermittency, service provider uptime, mobile notifications and carriers, among others. You are responsible for the functionalities of Your computer or mobile device and the server(s) on which You host data. Utilization of the Software is not an alternative to monitoring the fire system panel;
  2. make hardcopies of reasonable portions of the Documentation for your internal use or otherwise as permitted under copyright laws; and
  3. make one backup copy of those parts of the Software that are supplied in electronic form, but only as strictly required for backup and security purposes.

4. Restriction on License

You must:

  1. not sell, reverse engineer, disassemble, decompile, copy, modify, translate, network, publish, commercialise, rent, lease, assign, transfer, loan, sub-license or otherwise distribute all or part of the Software or Documentation, or any adaptation, modification or derivative of all or part of the Software, except as permitted by mandatory provisions of applicable law (including national laws implementing European Union Directive 91/250/EEC on the legal protection of computer programs) in order to gain certain information for limited purposes specified in these laws. You may not exercise your rights under these laws, unless you have first requested, in writing, and Honeywell has refused to provide within 30 days of such request, the required information.  Except as set forth herein, you may not make access to the Software available to any third party, nor are you authorized to make the output generated by or the results of any performance or functional evaluation of the Software available to any third parties. Unregistered use, reproduction and distribution of the Software is not permitted by Honeywell and is in violation of U.S. and international copyright laws and is subject to civil and criminal penalties. 
  1. not disclose the Software or Documentation to any third party without the consent of Honeywell;
  1. not use the Software for any unlawful purpose;
  1. not allow any employees, agents or any other third parties to do anything inconsistent with the terms of this License;
  1. not remove, obscure or interfere with any copyright, acknowledgment, attribution, trade mark, warning, disclaimer statement, rights management information or serial numbers incorporated in or otherwise applied in connection with the Software or Documentation;
  1. permit any third party to enforce this License with respect to such third party’s software or Intellectual Property which may be contained in the Software and/or Documentation or from which the Software and/or Documentation may be derived.   The Software and Documentation is protected by United States and international copyright laws and treaties, as well as other intellectual property laws and treaties. Third party materials may be subject to restrictions in addition to those listed in this License. The Software may contain Open Source Software that is provided to You under the terms of the open source license agreement or copyright notice accompanying such Open Source Software.  As used herein, the term “Open Source Software” means any software, program, module, code, library, database, driver or similar component (or portion thereof) that is royalty free, proprietary software, the use of which requires any contractual obligations by the user to a third party or any license that has been approved by the Open Source Initiative, Free Software Foundation or similar group;
  1. use the Software and Documentation only for your personal use. You may grant Your employees full or partial access to the Software, including, but not limited to, the ability to view and change fire panel automation settings and programming.  You acknowledge and agree that Honeywell has no responsibility to You with respect to the actions of such persons.

5. Intellectual Property

All intellectual property rights in the Software (including the software object code and source code) and Documentation are owned by Honeywell and/or its licensor(s). You must notify Honeywell immediately if You know or suspect any unauthorised use, or violation of any Intellectual Property.

6. Updates

Honeywell may, in its sole discretion, provide You with firmware updates, enhancements, changes, modifications, additional functionality or bug fixes to the Software (referred to as “new versions”) or Documentation.  Honeywell may charge You an additional fee for the provision of any new versions of the Software or Documentation, which will otherwise be provided on the terms and conditions of this License.  You understand that it is Your obligation always to use the latest available version of the Software or Documentation applicable to the relevant Honeywell device. You acknowledge and agree that Honeywell and its affiliates, service providers, suppliers, and dealers are permitted at any time and without prior notice to remotely push new versions.  You hereby consent to the foregoing and, release Honeywell and its affiliates, service providers, suppliers, and dealers from any and all liability arising from such action to the extent permitted by law.

7. Warranties

(a) Honeywell provides the Software and Documentation 'as is' and to the extent permitted by law, Honeywell excludes all representations and warranties in respect of the Software and Documentation including, without limitation, any implied warranty or condition as to non-infringement, merchantability, fitness for a particular purpose, satisfactory quality, non-interference, or arising from a course of dealing, law or trade practice.  In respect of any representations or warranties that cannot be excluded by law, Honeywell’s liability is limited, at its option, to replacement of the Software and/or Documentation, supply of equivalent Software and/or Documentation or refund of the purchase price. You hereby consent to the foregoing and release Honeywell and its affiliates, service providers, suppliers, and dealers from any and all liability arising from such action.

(b) There is no guarantee that the Software will provide adequate warning in any given situation, or that it will not be compromised or circumvented before it communicates with any person that is responsible for monitoring and responding to messages sent from any fire alarm control panel or from similar equipment designed to warn of possible harm or impairment to persons or property, or that it will prevent any personal injury or property loss caused by fire or otherwise.

(c) You acknowledge that the availability of the services is dependent on Your computer, mobile device, network, Your internet service provider, Your satellite provider in the case of geolocation services, and Your mobile device carrier, and You acknowledge that You are responsible for all fees associated with such use and for compliance with any agreements related to such use. You further acknowledge that Honeywell and any network service providers cannot guarantee the security of any wireless transmission and will not be liable for any lack of security relating to the use of any service. Honeywell makes no guarantee that the Software will be compatible with all computers or handheld devices.  You should first test those devices for compatibility before using them.

8. Limitation of Liability

(a) Honeywell, its affiliates, officers, directors, employees, agents, suppliers and licensors have no responsibility or liability to You for any loss of profit or revenue, loss of business, business interruption, loss of business opportunity, lost or damaged data, loss of capital or for aggravated, indirect, consequential, incidental or punitive damages, however so arising, including in contract, tort (including negligence) or whether arising out of Your use of or inability to use the Software or Documentation or the services enabled by them, even if Honeywell, its affiliates, officers, directors, employees, agents, suppliers or licensors have been advised of the possibility of such damages.

(b) To the extent permitted by law, Honeywell limits it total aggregate liability (including liability for negligence) for any damage arising under or in connection with this License or the use of the Software or Documentation to the replacement value of the Software by Honeywell.

(c) You agree that Honeywell bears no responsibility for or liability in respect of loss or damage incurred in relation to (i) the accuracy, completeness, legality, reliability, operability, or availability of and content or information or material provided or accessible through the Software; (ii) the deletion, failure to store, accidental disclosure, loss, mis-delivery, or untimely delivery of any information or material; or (iii) unauthorized access to your fire alarm systems, unless such loss or damage is due to a foreseeable breach of this License by or on behalf of Honeywell.

(d) Nothing in this License shall exclude or limit in any way the liability of (i) Honeywell, its affiliates, officers, directors, employees, agents, suppliers and licensors collectively to You in respect of personal injury or death caused by their negligence; (ii) Honeywell’s liability to You for fraud or fraudulent misrepresentation; or (iii) any liability of Honeywell that cannot be excluded under applicable law, which may include customer protection legislation in Your jurisdiction.

9. Release and indemnity

(a) You release Honeywell and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by You arising from Your use of the Software or Documentation; and

(b) You indemnify Honeywell and its employees and agents in respect of all liability for loss, damage or injury, which may be suffered by any person arising from that person’s use of the Software or Documentation supplied to You.

10. Term and Termination

(a) This License is effective on the day you first download or otherwise access the Software and/or documentation and will continue for so long as you continue to use the Software.

(b) Honeywell may terminate this License with immediate effect if You breach this License or become subject to any form of insolvency administration.

(c) Either you or Honeywell may terminate this License by giving the other party 14 days' notice in writing.

(d) Upon termination of this License, You must immediately cease using the Software and Documentation and erase all copies under Your control. Honeywell reserves the right at any time and from time to time to charge for use of the Software, and modify or discontinue, temporarily or permanently, the Software (or any part thereof) with or without notice. You agree that Honeywell will not be liable to You or to any third party for any modification, suspension or discontinuance of the Software.

(e) Accrued rights or remedies of either party are not affected by the termination of the License.

11. Waiver

Failure or delay by either party to enforce at any time any of the rights, powers or remedies of this License will not be construed or deemed to a waiver of that party’s rights under this License. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.

12. Entire Agreement

This License records the entire agreement between You and Honeywell, and supersedes all earlier or contemporaneous agreements and representations about its subject matter.

13. Applicable Law

This License is governed by the laws of Switzerland and each party irrevocably submit to the jurisdiction of courts of Switzerland.

14. Severability

A term or a part of a term of this License that is illegal or unenforceable may be severed from this License and the remaining terms or parts of the terms of this License continue in force.

15. Compliance

Software and technical information delivered under this License may be subject to U.S. export control laws and those of other countries.  You agree to strictly comply with all such laws and regulations, and you will be solely responsible for obtaining any import, export, re-export approvals and licenses required for such Software any technical information, and retaining documentation to support compliance with those laws and regulations.

16. Data

You are responsible for compliance with all applicable data protection laws and regulations applicable to data which is stored and accessed utilizing the Software.  Subject to compliance with all applicable data protection laws and regulations, Honeywell retains the right to utilize any and all data and information that is collected, generated, processed or transmitted by or through the fire detection products and all data and information provided or transmitted to Honeywell regarding the operation or performance of the fire detection products in an aggregated or anonymized form for any business purpose, including product, software or service development, marketing or sales support or other analytics. To the extent that Honeywell does not own any such information or data, You grant Honeywell and its affiliated companies (or shall procure for Honeywell and its affiliated companies the grant of) a perpetual right to use and make derivative works from such information and data for any lawful purpose.

17. Cybersecurity

(a) In order to facilitate Honeywell’s investigation of any cybersecurity event involving the Software, You agree to cooperate with Honeywell in any investigation, litigation, or other action, as deemed necessary by Honeywell to protect its rights relating to a cybersecurity event.

(b) Honeywell does not represent that the Software is compatible with any specific third party hardware or software other than as expressly specified by Honeywell. You are responsible for providing and maintaining an operating environment that meets the minimum standards specified by Honeywell. You understand and warrant that You have an obligation to implement and maintain reasonable and appropriate security measures relating to the Software, the information used therein, and the network environment. This obligation includes complying with applicable cybersecurity standards and recommended industry practices including those recommended by any national institution in the Your territory. If a cybersecurity event occurs, You shall promptly notify Honeywell of the cybersecurity event. You shall promptly use Your best efforts to detect, respond and recover from such a cybersecurity event. You shall take reasonable steps to immediately remedy any cybersecurity event and prevent any further cybersecurity event at Your expense in accordance with applicable laws, regulations, and standards. You further agree that You will use its best efforts to preserve forensic data and evidence in its response to a cybersecurity event. You will provide and make available this forensic evidence and data to Honeywell.

(c) Honeywell shall not be liable for damages caused by a cybersecurity event resulting from Your failure to comply with these terms or Your failure to maintain reasonable and appropriate security measures.

(d) You agree to comply with all applicable data security laws and standards, and shall make no attempts to circumvent or interfere with any of Honeywell’s security controls integrated within the goods. You shall indemnify and hold Honeywell harmless for Your failure to comply.

 

1. APPLE DEVICE TERMS; THIRD PARTY BENEFICIARY

This Section applies to you only if you use the Software on an Apple device (e.g., iPhone, iPad, iPod Touch) (any such device, an “Apple Device”); this section does not apply to you if you do not use the Software on an Apple Device.  The parties acknowledge that this EULA is concluded solely between Honeywell and You, and not with Apple, and Apple is not responsible for the Software and the content thereof.  Any support that may be offered by Honeywell in connection with the Software is solely the responsibility of Honeywell and it is acknowledged by the parties that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Software. The parties acknowledge that Apple has no obligation to furnish any warranty with respect to the Software.  To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Software. The parties acknowledge that Apple is not responsible for addressing product claims. Apple is not responsible for addressing any claims of any end-user or any third party relating to the Software or the end-user’s possession and/or use of that Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.  The parties acknowledge that, in the event of any third party claim that the Software or Your possession and use of that System infringes that third party’s intellectual property rights, Apple will not be responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim. Complaints or claims with respect to the Software should be directed to Honeywell at the following address:

HoneywellPrivacy@honeywell.com

The parties acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this License, and that, upon Your acceptance of the terms and conditions of this License, Apple will have the right (and will be deemed to have accepted the right) to enforce this License against you as a third party beneficiary thereof.


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