Terms of Use

Acceptance

Please read these website terms of use (the “Terms of Use”) carefully before using the Kaba Lodging Systems Support (the “Website”). The Website Terms of Use govern your access to and use of the Website. By clicking on “Enter”, “I Agree” or “I Accept” or any other similar icon or button when prompted to do so at the time of accessing or using the Website, you shall be deemed to have irrevocably agreed to be bound by all of these Terms of Use. In addition, any use of the Website confirms your agreement to be bound by all these Terms of Use. If you do not agree to these terms and conditions, you should leave the Website now.

Amendments to Terms of Use

We may, at any time, amend in whole or in part, the Terms of Use by posting a notice of amendment (with the amended terms and/or conditions) on the Website and/or by providing you with the amended Terms of Use to the email address that you provided us at the time of registration. All amended Terms of Use shall be effective five (5) days after they are initially posted on our Website or sent to you by e-mail at the email address you provided. You shall be deemed to have accepted the amended Terms of Use if you continue to use the Website after such effective date.

Eligibility and Account Management

To use the Website, you must: (i) be a business (or the duly authorized representative of such business that is of the age of majority in the jurisdiction where you are domiciled or reside); and (ii) have accepted and comply at all times, on a continuing basis, with the Terms of Use as amended from time to time.

Your account can only be used by one person at a time, that person being the business you act for or any other duly authorized representatives of such business. You may access the WebSite from any computer that is connected to the Internet at any time. You are solely and fully responsible for keeping your user ID and password secret and secure and you agree to take all necessary precautions to protect your user ID and password to prevent any and all non-authorized use or access, and further agree not to divulge and to prevent the sharing, misuse, misappropriation, or use of, your user ID or password by any person other than yourself or a duly authorized representative of the business you act for. If you become aware of any unauthorized use of your user ID or password, you are required to notify Kaba immediately either by contacting your Kaba Ilco representative or by sending a notice by e-mail to: webmaster@kaba-ilco.com . Because you are responsible for the security and safe keeping of your user ID and password, you hereby direct and instruct us, on behalf of the business you act for, to process and to accept as legitimate any request for service on the Website made by any person that accesses the Website and provides your user ID and password, unless and until we receive notice from you that your user ID or password were lost, stolen or became known to an unauthorized person. Upon receipt of such notice from you, Kaba will endeavour to block the user ID’s ability to access the Kaba Website.

Kaba reserves the right to conduct service analysis and review logs to make an independent determination regarding whether your user ID and/or password have been compromised. If Kaba has not received any notice from you in the manner specified above, but determines in its sole discretion that your account is being accessed from multiple computers, multiple IPs or has otherwise been compromised or is being shared, Kaba may block all further access to the Website through your username and password and terminate your account immediately.

Restriction of Use of Copyrighted Content and Website

Your use of this Website is limited to the display, downloading and printing the content on the Website solely for business purposes provided you keep intact all copyright and other proprietary notices. Any special terms and conditions for use of certain content or services provided on the Website are incorporated into, and become part of these Terms of Use. Except as expressly allowed herein, you agree not to reproduce, copy, retransmit, distribute, sell, republish, modify, translate or create derivative works of, or in any way commercially exploit, in whole or in part, any portion of the Website, in whole or in part, without the express prior written consent of Kaba. Decompilation, disassembly, reverse engineering or other exploitation of the Website, the content and/or the services is strictly prohibited. You acquire absolutely no rights or licenses to the Website, the content or services other than the limited right to use the Website, the content and/or services in accordance with these Terms of Use.

As between the Parties, Kaba is and shall remain the sole and exclusive owner of the Website, any and all underlying systems, hardware, software and technology, and any and all information, materials, content, products or services thereon, including all intellectual property therein, thereunder or related thereto.

Trade-marks and Copyright

Trade-marks of Kaba, related words and logos, as well as the names of other products or services of Kaba, are trade names, trade-marks or registered trade-marks of Kaba . The names of other companies, products or services referred to in the site may be the trade-marks of their respective owners. Any unauthorized use of any of these trade names or trade-marks is prohibited.

All content provided on this Website is protected by law, including U.S. and Canadian copyright law, intellectual property laws and international treaties. All content is the copyrighted property of Kaba Ilco Inc., or the original creator of such content. The entire Website is Copyright 2005 Kaba Ilco Inc. All rights reserved.

Confidentiality

The Website, from time to time, will include confidential information belonging to Kaba. “Confidential Information” includes, but is not limited to, any and all tangible and intangible information, relating in any way to Kaba or to its management, operations, business, finances, products, affiliates, stockholders, customers, software programs, assets, prices or marketing (the “Confidential Information”). The Confidential Information shall remain the exclusive property of Kaba. Only authorized users of the Website, with a business need for the information, shall be granted access to the Confidential Information. You shall not sell, transfer, publish, disclose, distribute, or otherwise make available any of the Confidential Information. You agree to secure and protect the Confidential Information in a manner consistent with the maintenance of Kaba’s rights in such information and to take appropriate action by instruction or agreement with your employees or other authorized users who are permitted access to such information to satisfy your obligations hereunder. Notwithstanding any other provision of these Terms of Use, violation of any provision of this paragraph shall be the basis for Kaba to immediately terminate your use of this Website without prior notice.

New Services

Whenever new products or services are introduced on the Website as part of the System, your use of the Website in relation to such new products or services will be subject to these Terms of Use unless we notify you otherwise.

Legal Compliance

You agree to use the Website for lawful purposes and only in compliance with all applicable laws, rules and regulations. Potential users in any jurisdiction where laws (whether common or statutory) would: (i) void these Terms of Use in whole or in part; or (ii) render accessing the Website or content or using the services, illegal, are not authorized to use the Website, the content or the services. If you access and download the content (including any software or the services) or information, you represent that you are not a person or entity to which your laws would prohibit such use or access. You are solely responsible for compliance with the laws of your local jurisdiction and any other applicable laws regarding the import, export or re-export of the content (including any software or the services).

Disclaimer, Limitation of Liability and Exclusion of Consequential Damages

YOU EXPRESSLY AGREE THAT YOUR USE OR ACCESS OF THE WEBSITE AS PERMITTED HEREIN IS AT YOUR SOLE RISK. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF WEBSITE. ANY AND ALL USE OR ACCESS OF THE KABA WEBSITE AS PERMITTED HEREIN IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS, FOR YOUR GENERAL REFERENCE AND CONVENIENCE. ALTHOUGH KABA AND ITS SUPPLIERS TRY TO ENSURE THAT INFORMATION, CONTENT, MATERIAL(S), PRODUCT(S) OR AND SERVICE(S) ARE ACCURATE WHEN THEY ARE PLACED OR MADE ACCESSIBLE ON THE WEBSITE, NEITHER KABA NOR ANY OF ITS SUPPLIERS GUARANTEES OR REPRESENTS THAT THIS INFORMATION, CONTENT, MATERIALS, PRODUCTS AND SERVICES IS OR ARE IN FACT ACCURATE, COMPLETE, CURRENT OR SUITABLE FOR ANY PARTICULAR PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, KABA AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, REPRESENTATIONS, OBLIGATIONS AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE KABA WEBSITE OR ANY PART THEREOF, AND ANY USE OR ACCESS THEREOF. WITHOUT LIMITATION, KABA AND ITS SUPPLIERS DO NOT WARRANT AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, REPRESENTATIONS, OBLIGATIONS OR CONDITIONS REGARDING THE QUALITY, RELIABILITY, TIMELINESS OR SECURITY OF THE WEBSITE OR THAT THE WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, AS WELL AS THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND THAT THE WEBSITE OR ANY PART THEREOF WILL BE CONTINUOUS, UNINTERRUPTED, ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. KABA SHALL HAVE NO LIABILTY RELATING OR IN RELATION TO THESE TERMS OF USE, WEBSITE OR ANY PART THEREOF TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. TO THE EXTENT SUCH EXCLUSION OF LIABILITY IS UNENFORCEABLE OR INAPPLICABLE, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS OF USE, YOU AGREE THAT KABA’S TOTAL MAXIMUM AGGREGATE CUMULATIVE LIABILITY (INCLUDING THAT OF ITS REPRESENTATIVES) TOWARDS YOU, THE BUSINESS YOU ACT FOR, ITS AFFILIATES, ANY AND ALL CLIENTS AND ANY OTHER RELATED PERSON, (COLLECTIVELY, THE “AGGRIEVED PARTY”), FOR ALL PAST, PRESENT OR FUTURE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTIONS, REQUESTS, LAWSUITS, JUDGMENTS, DAMAGES, COSTS, EXPENSES, PREJUDICES OR LOSSES (“CLAIMS”) IN RELATION TO OR ARISING UNDER THESE TERMS OF USE, WEBSITE OR ANY PART THEREOF (INCLUDING WITHOUT LIMITATION, FOR BREACH OF CONTRACT, STRICT OR STATUTORY LIABILITY, EXTRA-CONTRACTUAL OR DELICTUAL LIABILITY, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE THEORY), SHALL BE LIMITED TO THE AGGRIEVED PARTY’S ACTUAL AND DIRECT DAMAGES AND SHALL NOT, UNDER ANY CIRCUMSTANCES, EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, PAST, PRESENT OR FUTURE, BROUGHT UNDER OR IN RELATION TO THESE TERMS OF USE, WEBSITE OR ANY PART THEREOF, THE SUM OF ONE THOUSAND DOLLARS ($1000).

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS OF USE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, NEITHER KABA NOR ITS REPRESENTATIVES WILL BE LIABLE TO ANY AGGRIEVED PARTY FOR ANY INDIRECT, CONSEQUENTIAL (INCLUDING WITHOUT LIMITATION, DAMAGES FOR BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION), SPECIAL, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS OR REVENUES ARISING IN RELATION TO OR UNDER THESE TERMS OF USE, WEBSITE OR ANY PART THEREOF, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE.

Links

The Website may contain links and pointers to other internet websites and resources. Links to and from the Website to other websites maintained by third parties, are provided for your convenience only, and do not constitute an endorsement by Kaba of any third party website, its resources or its contents. Kaba is not responsible for examining, evaluating, nor does Kaba warrant the offerings of any of these businesses or individuals or the content of linked websites. Kaba does not assume any responsibility or liability for the actions, products, and content of any third party or their websites. Please note that when you click on one of these links, you are leaving the Kaba Website to another website. You should read the terms of use , if any, of these linked websites as their terms may differ from that of Kaba. Once you leave the Website, Kaba is not responsible for the content, accuracy or availability of any other website accessed after leaving the Website. Your access to, or use of any non-Kaba website is at your sole risk.

Viruses

Kaba cannot and does not guarantee or warrant that the Website or any information, content, product or service that may be obtained from, on or through the Website is or are compatible with any systems or other products, hardware, software or technology, or that the Website, or any information, content, product or service that may be obtained from, on or through the Website, will be free of viruses, disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your systems. You are responsible for the costs of any service, repairs or connections which may be necessary to your systems as a result of your use of the Website, content or the services.

Indemnification

You agree to indemnify, defend and hold Kaba, its affiliates and their respective officers, directors, agents and employees, harmless from and against any and all Claims arising out of:

(a) your infringement of any intellectual property rights arising out of your use of the Website;
(b) your misappropriation of any of Kaba’s Confidential Information;
(c) any act or omission by you, your employees or agents which results in: (i) loss, damage, interference with or disruption to the Website or any part thereof; (ii) use of the Website or any part thereof for any illegal purpose; or (iii) use of the Website or any part thereof to achieve any unauthorized or prohibited access to any computer systems and data; and
(d) your breach of any of these Terms of Use.

Suspension

Kaba reserves the right to deactivate, suspend, block or terminate your use of the Website if such use is found or is reasonably suspected to involve or facilitate any unauthorized, illegal, abusive or unethical act or a violation of these Terms of Use immediately without notice and within its sole discretion.

Electronic Communications

When accessing the Website or if corresponding through electronic mail to Kaba , you are communicating directly with Kaba. You consent to receive electronic communications from Kaba. Kaba will communicate with you through means of electronic mail to the email address you provided to us at the time of registration or notices posted on this Website. You agree that all agreements, notices, disclosures and other communications that Kaba provides to you electronically satisfy any legal requirement that such communications be in writing.

Notice

For questions or information concerning these Terms of Use or the Website please contact the administrator at: webmaster@kaba-ilco.com .

Governing Law

These Terms of Use are governed by the laws of the State of North Carolina, United States. The 1980 United Nations Convention on Contracts for the International Sale of Goods and its related instruments will not apply to these Terms of Use.

The courts of the State of North Carolina or the United States federal district courts situated within the State of North Carolina, as applicable, shall have sole and exclusive jurisdiction over any action, Claim, demand, proceeding or lawsuit whatsoever arising under or in relation to this Terms of Use or its subject matter. The parties irrevocably agree, consent and submit themselves to the subject matter and personal jurisdiction of the courts of the State of North Carolina or the United States federal district courts located within the State of North Carolina for such purposes. This choice of jurisdiction does not prevent either Party from seeking injunctive relief with respect to a violation, infringement or misappropriation of intellectual property rights or confidentiality obligations in any jurisdiction.

Termination of Use

The permission to use the Website granted by this Agreement automatically terminates if: (i) you breach any of the Terms of Use; or (ii) you no longer use the Kaba lock System or the services provided by this Website. Upon termination, you must immediately destroy any downloaded or printed materials. Any unauthorized use of any content contained in this Website may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications statutes and regulations.

Entire Agreement and Severability

This Terms of Use constitutes the entire agreement between you and Kaba with respect to the Website and use and access thereof and the subject matter hereof, and supersedes all prior agreements or understandings between you and Kaba with respect thereto. If any provision of this Terms of Use agreement is later determined by a court of competent jurisdiction to be unlawful, void, or for any other reason invalid or unenforceable, then that provision shall be deemed severed from this Agreement and shall not affect the validity or enforceability of the remaining provisions.

Waiver

Failure by Kaba to exercise any right or remedy under this Terms of Use agreement shall not constitute a waiver of that right or remedy.

This service is provided by Kaba Ilco Inc.