|"APIs"||mean the application programming interfaces and any accompanying or related documentation (including the Documentation), source code, Updates and other material, whether tangible or intangible, in whatever form or medium, that are made available by Schindler through the System or as otherwise provided to the Licensee.|
|"APIs Agreement"||means the service/order form entered between Schindler and the Licensee in relation to Licensee’s access to the APIs.|
|"Confidential Information"||has the meaning given to it in clause 10.|
|"Customer"||means any licensed entity of the System.|
|"Customer Data"||means information (including Personal Data) relating to or provided by a Customer, including but not limited to account information, order information, access records, and data subject records.|
|"Documentation"||means the technical documentation and other documentation provided by Schindler, including but not limited to the BuilT-In external API for PORT Technology documentation, maintained, updated or changed from time to time by Schindler at its absolute rights. Licensee may request for the Documentation by email to email@example.com and release of such Documentation shall be at Schindler’s absolute discretion from time to time.|
|"Feedback"||has the meaning given to it in clause 2.5.|
|"Hong Kong"||means the Hong Kong Special Administrative Region of the People’s Republic of China.|
|"Licensee System"||has the meaning given to it in clause 7.2.|
|"Licensee’s Application"||has the meaning given to it in clause 1.1.|
|"Personal Data"||means information relating to a living individual who is, or can be, reasonably identified from information, either alone or in conjunction with other information, within the Customer’s control and which is stored, collected or processed within the System.|
|"PORT Technology"||means the Personal Transit Management system developed by Schindler.|
|"System"||means the integrated access control system with biometric identification developed by Schindler and its third-party providers, including the facial recognition system, palm vein system, RFID system, QR code system, associated modules and all related software, hardware and services licensed to the Licensee.|
|"Term"||means the term set forth in the APIs Agreement.|
|"Updates"||mean bug fixes, updates, upgrades, enhancements, derivatives, modifications, new releases or versions, and the like of the APIs.|
1.1 Licensee desires to license certain of Schindler’s APIs which are designed to permit Licensee to receive Content from the System and access certain PORT Technology features so that Licensee can create an application or service or enhance an existing application or service for the System ("Licensee’s Application").
1.2 The PORT Technology features available under the APIs are subject to Schindler’s sole and absolute discretion which may be revised at any time and depending on the package subscribed by the Licensee as per the applicable APIs Agreement. The PORT Technology features include the following without limitation:
2.3 Licensee may not use Schindler’s name, trademarks, or logos in a way which implies to the public, suppliers, creditors or others that Licensee’s business is an agent for Schindler or has any association with Schindler beyond having a legal right to use the APIs. Neither party will make any promises or representations concerning the other, or its goods or services, except as expressly authorized in writing. The parties are each an independent entity solely responsible for its own management, safety, legal compliance, data protection, employee relations, taxes, hiring, firing, operations, goods, services, etc. Every contractual duty herein is subservient to the parties’ obligation to the public to do all things necessary for public and employee safety and to comply with all applicable laws. Neither party is liable under any circumstance for any act, omission, contract, debt, or other obligation of the other.
2.4 Licensee shall endeavor to inform Schindler with respect to the interoperability and compatibility of Licensee’s Application with the System as contemplated herein, and any issues or problems with respect thereto; Licensee will use its best efforts to achieve full interoperability and compatibility.
2.5 If Licensee provides any feedback (including identifying potential errors and improvements) to Schindler concerning the APIs (“Feedback”), Licensee hereby assigns to Schindler all right, title, and interest in and to the Feedback, and Schindler is free to use, reproduce, disclose, and otherwise exploit the Feedback without attribution, payment or restriction, including to improve the APIs and System and to create other products and services. Schindler will treat any Feedback as non-confidential and non-proprietary. Licensee will not submit any Feedback that Licensee considers confidential or proprietary.
2.6 Licensee agrees to grant Schindler a non-exclusive, transferable, sublicensable, royalty-free, worldwide license to: host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of the Licensee’s Application and any related information of the Licensee for any business purpose in connection with operating, providing, or improving the System. This license remains in effect even if Licensee stops using the APIs. Without limitation, the foregoing license includes the right to frame or link to the Licensee’s Application; the right to attribute the source of the Licensee’s Application using the Licensee’s name, trademark or logos; and the right to analyze the Licensee’s Application (including accessing Licensee’s compliance with these Terms and all other applicable terms and policies).
2.8 Licensee acknowledges that Licensee is solely responsible, and that Schindler has no responsibility or liability of any kind, for the content, development, operation, support or maintenance of Licensee’s Application. Without limiting the foregoing, Licensee will be solely responsible for (i) the technical installation and operation of Licensee’s Application; (ii) creating and displaying information and content on, through or within Licensee’s Application; (iii) ensuring that Licensee’s Application does not violate or infringe the intellectual property rights of any third party; (iv) ensuring that Licensee’s Application is not offensive, profane, obscene, libelous or otherwise illegal; (v) ensuring that Licensee’s Application is not designed to or utilized for the purpose of spamming the Customer; (vi) the development, use, marketing or distribution of or access to the Licensee’s Application, including support of the Licensee’s Application; (vii) Licensee’s access, use, distribution or storage of Customer Data; and (viii) ensuring that Licensee’s Application does not violate any applicable law or third party right.
3.1 Licensee agrees to report to Schindler any errors or difficulties discovered and the characteristic conditions and symptoms of such errors and difficulties. Schindler is in no way obligated to provide Licensee with any error correction or support, but may provide whatever error correction and/or support services Schindler may determine in its sole discretion (and anything it provides in connection therewith will be deemed part of the APIs).
3.2 Schindler may provide the Licensee’s use of the APIs with technical support, including maintenance from time to time subject to the APIs Agreement or as requested by the Licensee at a fee imposed by Schindler at its sole and absolute discretion. Schindler is not responsible for providing maintenance, support or assistance related to the Licensee’s Application.
3.3 Schindler reserves the right to require Licensee to install or update any and all software to continue using the APIs. Licensee acknowledges that Schindler may make Updates to the APIs from time to time, and at Schindler’s sole discretion. Licensee shall implement and use the most current version of the APIs and to make any changes to the Licensee’s Application that are required as a result of such Update, at Licensee’s sole cost and expense. Updates may adversely affect the manner in which Licensee’s Application accesses or communicates with the APIs. Licensee’s continued access or use of the APIs following an update or modification will constitute binding acceptance of the Updates.
3.4 Schindler may change or discontinue the availability of some or all of the APIs at anytime for any reason with or without notice. Such changes may include removal of features, or the requirements of additional fees for previously free features. Schindler may also impose limits on certain features and services or restrict Licensee’s access to some or all of the APIs. Licensee’s continued use of the APIs following a subsequent release will be deemed Licensee’s acceptance of modifications.
5.4 Licensee shall process the Customer Data only when necessary and relevant to support the Licensee’s Application for the System and in strict compliance with applicable data protection laws and regulations.
5.5 Licensee shall assist to provide necessary information and assistance when the Customer receives a request from a data subject for the exercise of the data subject’s rights, including without limitation the right to access and the right to correction, under applicable data protection laws and regulations.
5.6 Licensee shall treat all Customer Data as strictly confidential information that may not be copied, transferred, or otherwise processed without Customer’s instruction, and will make reasonable security arrangements to prevent unauthorized access, collection, use, disclosure, copying, modification, disposal, or similar risks to the Personal Data in Licensee’s possession or under Licensee’s control. Licensee shall implement reasonable security arrangement. Licensee shall promptly notify Schindler of any actual or suspected breach or compromise of Customer Data and take reasonable actions to prevent and mitigate such breach.
5.7 Schindler and/or the Customer may inform Licensee, from time to time, when the retention of any Personal Data becomes no longer necessary for the purposes for which it was collected. Licensee shall cease to retain the Personal Data or remove the means by which the Personal Data can be associated with particular data subjects as soon as practicable when notified by Schindler and/or the Customer and/or it is reasonable to assume that the retention of such Personal Data is no longer necessary for the purposes for which it was collected and for legal or business purposes in accordance with applicable data protection laws and regulations.
6.1 Licensee shall pay all fees or charges in accordance with the payment terms set forth in the APIs Agreement.
6.2 All pricing terms are confidential, and Licensee agrees not to disclose them to any third party.
7.2 Licensee’s Application will be installed and run on the Licensee’s server or another server, but will not be running on Schindler’s servers. Licensee’s networks, operating system and software of Licensee’s web servers, routers, databases, and computer systems (collectively, “Licensee System”) shall be properly configured to internet industry standards so as to securely operate Licensee’s Application and protect against unauthorized access to, disclosure or use of any information Licensee receives from Schindler, including Customer Data. If Licensee does not completely control some aspect of the Licensee System, Licensee will use all influence that it has over the Licensee System to do so. Licensee shall diligently correct any security deficiency and disconnect immediately any known or suspected intrusions or intruder.
In no event shall Schindler and its licensors, contractors or other third-party suppliers and service providers, be liable for any direct, indirect, incidental, exemplary, punitive, special or consequential damages or remedies relating to their services or any products, goods, or intangibles (excluded damages include, without limitation, for lost profits, business interruption, costs of delay, failure of delivery, revenue, goodwill, lost or damaged data, documentation or equipment, loss of business information, cost of removal or installation of anything, interceptions, defects, viruses, delays, or failure of performance, other loss arising out of use, or inability to use services, liabilities to third parties, inability to use the APIs, errors in the APIs, malfunctions or erroneous data), even if they have been advised of the possibility of such damages and regardless of the form of action (including, without limitation, contract, negligence, tort, warranty, etc.), any asserted breach of Schindler’s promise or warranty; any act or failure to act; negligence including gross negligence; or any claim made against Licensee by any other party. These limitations are independent and apply regardless of the basis of the claim, including, but not limited to, a finding that a warranty, condition, or remedy has failed its essential purpose, breach of contract (including, but not limited to, fundamental breach), tort, (including, but not limited to, negligence or misrepresentation), breach of statutory duty, or other legal or equitable theory.
Licensee agrees that Schindler and its licensors, contractors or other third-party suppliers and service providers, shall have no liability whatsoever for (i) any use Licensee makes of the APIs or (ii) Licensee’s Application. Licensee shall indemnify and hold harmless Schindler from any and all claims, damages, liabilities, costs and fees (including reasonable attorneys’ fees) arising from (i) or (ii).
Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, strike, riot, civil commotion, epidemics, pandemics, change of law or governmental action) that was beyond the party’s reasonable control.