Terms of use
End User License Agreement & Terms of Use
dormakaba skyra Cloud Service and/or skyra Mobile App
End User License Agreement & Terms of Use (”End User TOU”) - for Pre-Series Pilot Projects
Version: July 2024
1.SUBJECT OF THE END USER TOU
1.1 dormakaba Switzerland Ltd ("dormakaba", "we" or "us") operates and provides – directly or through affiliates - “skyra Service”, a cloud-based access control service, as updated, upgraded or newly released from time to time. The “skyra Cloud Services”, “skyra Portal” and “skyra Mobile App” are components of the skyra Service and are individually and collectively herein also referred to as “skyra Service” or “Service”.
1.2 dormakaba or one of its affiliated companies may (i) designate You as an End User, or (ii) have entered into an individual software-as-a-service agreement with a customer, (“Company”), under which Company (or one of Company’s subcontractors or service-providers) may designate You as an End User. The relationship between Company (or Company’s subcontractor or service-provider) and You shall be as established between Company (or Company’s subcontractor or service-provider respectively) and Yourself.
1.3 Any access to or use of a Service by You is subject to these End User TOU. “You” or “End User” means any individual person who accesses the Service through a web browser and/or who has downloaded and installed the skyra Mobile App on a mobile device.
1.4 Country Specific Terms. In addition, deviation or replacement of the general terms set out herein, there may be country specific terms which apply to You. Such country specific terms, if any, are set out in clause 17 – Country Specific Terms or in country specific End User TOU.
1.5 THE SKYRA SERVICE IS NOT YET FULLY DEVELOPED AND NOT YET RELEASED FOR FULL COMMERICIAL USE. IT IS CURRENTLY BEING TESTED IN SELECTED PILOT PROJECTS. YOU UNDERSTAND AND ACCEPT THAT THE SKYRA SERIVCE IS A TEST PRODUCT, MAY NOT BE FREE OF ERRORS AND THAT THE TECHNICAL SPECIFICATIONS, FEATURES, CAPABILITIES AND PERFORMANCES ARE SUBJECT TO CHANGE OR MAY BE DISCONTINUED AT ANY TIME IN DORMAKABA’S SOLE DISCRETION. THESE END USER TOU APPLY TO SUCH PILOT PROJECTS ONLY.
2. YOUR ACCEPTANCE OF THESE END USER TOU. PLEASE READ THIS DOCUMENT CAREFULLY. BY CLICKING ON THE ACCEPTANCE BUTTON OR SIMILAR BUTTON, YOU ACCEPT AND AGREE TO BE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU WILL NOT BE ABLE TO USE THE SERVICE.
3. ACCESS TO THE SERVICE. Upon accessing the Services through a web browser or downloading and installing the skyra Mobile App on a compatible mobile device (the device on which the web browser is used, and the mobile device are referred to as "Device") and registration with dormakaba, the Service allows You to interact with compatible dormakaba and/or third-party systems, products and services. The Service is provided to You free of additional charges and there is no remuneration to be paid by You to dormakaba.
4.RIGHTS OF USE (SKYRA CLOUD SERVICES); LICENSE GRANT (SKYRA MOBILE APP)
4.1 Rights of Use (skyra Cloud Service). Subject to the terms of these End User TOU, dormakaba grants You a non-exclusive, non-assignable, and non-transferable right to access and use the skyra Cloud Service through a web browser on a Device owned or otherwise controlled by You (i) for Your personal, non-commercial use in accordance with these End User TOU; (ii) solely for the purpose and to the extent for which the use of the Service is intended, and (iii) solely for the purpose for which access is granted to You in Your specific case.
4.2 License Grant (skyra Mobile App). Subject to the terms of these End User TOU, dormakaba grants You a non-exclusive, non-sublicensable, non-assignable, and non-transferable right to download, install, and use the skyra Mobile App on a Device owned or otherwise controlled by You (i) for Your personal, non-commercial use in accordance with the Service's documentation; (ii) solely for the purpose and to the extent for which the use of the Service is intended, and (iii) solely within the scope and for the purpose for which access is granted to You in Your specific case.
4.3 Restrictions. Except as expressly permitted by these End User TOU, the rights granted to You in these End User TOU are subject to the following conditions and restrictions:
A) You must take suitable measures against unauthorised or illegal access to the Service.
B) Unless applicable mandatory laws allow the following actions, You must not and must not permit a third party to (i) copy, reproduce, modify, reverse engineer, decompile, decode or otherwise attempt to determine the source code of protocols of the Service, in whole or in part, or (ii) access or use any part of the Service in order to develop, provide or use a similar or competitive product or service.
C) You must not, and must not permit any third party to (i) bypass or breach any security protection used by the Service; (ii) access or use the Service other than Yourself through the use of Your own then valid account registration information, PIN or password; (iii) remove or alter any documentation or any copyright or proprietary notices from the Service or other materials provided by dormakaba; (iv) provide to or through the Service information that are unlawful or contain, transmit or activate any harmful code such as virus or other routines designed to damage, impair or intercept systems, applications or data; (v) use the Service for any fraudulent or illegal act or in any manner that violates intellectual property or other rights of dormakaba or any third party.
D) To the extent You use or permit a third party to use the Service in, or in association with any hazardous environments, systems, or applications, any safety response systems, other safety-critical applications, or any other similar context, You are fully responsible for any use in such environment.
4.5.Fair Use Policy. You must not, and must not make a third party (i) use the Service for purposes for which it is not intended, against the principles of good faith or to gain or attempt to gain unauthorised access to data, systems, networks or third party property; (ii) involve a non-ordinary use such as hacking, circumventing the Service, dormakaba systems or any applicable pricing mechanism; or (iii) cause significant network congestion or disruption or otherwise adversely affect the skyra Service or another person’s use of the skyra Service.
5. RESERVATION OF RIGHTS . You do not acquire any ownership interest in the Service or any other rights thereto other than to use the Service in accordance with the rights to use and/or license granted, and subject to all terms and restrictions, under these End User TOU. In the event that you provide dormakaba with feedback, suggestions, enhancement requests, desired features or recommendations regarding the use, operation or functionality of the Service ("Feedback"), you hereby assign to dormakaba all rights in the Feedback and agree that dormakaba has the right to use the Feedback and related information in any manner it deems appropriate free of charge.
6. YOUR RESPONSIBILITIES
6.1 Access. You must have a compatible Device and be connected to the internet to access the skyra Cloud Service and/or to download and install the skyra Mobile App. Not all Devices support all features of the Service, so You may need to check the availability of the Service for Your particular Device. If Your Device is not connected to the internet or is in “airplane mode”, You may not be able to use the Service. The Service only works with a compatible system intended for use with this Service.
6.2 Duty of care. (a) You must take the necessary precautions to treat the Service and Your Device with appropriate care, keeping in mind that the Service and Your Device may be used for potentially critical functions such as providing and/or gaining access to closed areas, residential and/or commercial premises, locked rooms and/or other locations of a similar nature, and that any unauthorised use of the Service may have important consequences. You must treat Your Device and Service account registration information with the same level of security as You treat Your physical keys or wallet.
(b) You must (i) provide true and accurate information when signing up for access or making changes to Your account; (ii) keep Your Device secure against unauthorised use or access of the Service by enabling a password, PIN or other similar security measure and protecting the confidentiality of Your password or PIN; (iii) make sure that all settings, required network connections, and changes necessary to operate the Service on or from Your Device are up to date and correct, (iv) keep Your Device and the Service current by downloading Updates as and when they become available; (v) immediately inform Your employer, account owner , property manager, or other company or individual who has designated You as End User, if Your Device is lost or stolen, and/or if You think that Your PIN or password has been compromised in any way. If You sell, give away or otherwise dispose of Your mobile Device, You should remove Your SIM card from the Device; if You cease using Your SIM card, You should physically destroy it.
(c) dormakaba does not accept responsibility for any loss, damage, or any other claims that may arise from Your failure to comply with Your duty of care.
6.3 User Management. Depending on Your role as End User, You may be authorised to grant and revoke access rights to other users of the Service. In such case, You are responsible for the correct granting and revocation of such access rights and to comply with any confidentiality and personal data protection obligations in that context.
7. UPDATES. dormakaba reserves the right and may from time to time and in its sole discretion develop and provide Service updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Based on Your Device settings, when Your Device is connected to the internet either: (i) the Service will automatically download and install all available Updates; or (ii) You may receive notice of or be prompted to download and install available Updates. You must promptly download and install all Updates and You acknowledge that the Service or portions thereof may not properly operate should You fail to do so. All Updates will be deemed part of the Service and be subject to all terms of these End User TOU.
8. THIRD-PARTY MATERIALS. The Service may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third-Party Materials"). dormakaba is not responsible for Third-Party Materials,even if connected to the Service via a dormakaba interface (e.g. an API).
9. TERM AND TERMINATION. The term of these End User TOU commences when You access the Service through a web browser or You download and install the skyra Mobile App on Your Device and register Your account. All rights to use and/or licenses granted to You under these End User TOU with regard to the Service will terminate immediately and automatically without notice, (i) if a relevant individual agreement (between You and us, between Company and us, or between You and Company (Company’s subcontractors or service-providers under which You have been designated as End User) comes to an end; (ii) if the person or organisation which has designated You as End User revokes such designation and/or Your access to the Service; (iii) if You violate any of the terms and conditions of these End User TOU. Upon the termination of such rights to use and/or license, You must cease all use of the Service and return to dormakaba all material provided by dormakaba free of charge for the Pilot Project . These End User TOU will terminate automatically upon the cancellation of Your account. Termination will not limit any of dormakaba 's rights or remedies it has under these End User TOU.
10. NO WARRANTIES; NO GUARANTEE. Information on the properties of the Services, in particular, but not limited to, information on technical compatibility, satisfactory quality or fitness for a particular purpose, serves only to describe the respective service or the respective Application. They are not to be understood as a guarantee or assumption of liability.
11. LIMITATION OF LIABILITY. We are liable (i) for wilful intent and gross negligence, (ii) if we fraudulently conceal a defect, (iii) under product liability legislation, and (iv) for damages resulting from injury to life, limb or health of persons. All other claims for damages of You are excluded. This limitation of liability also applies to the representatives of dormakaba.
12. INDEMNIFICATION. You are liabile and must indemnify dormkaba against all losses and damages arising from or relating to an unauthorized use or misuse of the Service or any breach this End User TOU, including but not limited to the content You make available through the Service.
13. PRIVACY. When You register, download, install or use the Service, we may receive or collect information about You and Your use of the Service. In addition, other people’s personal data is processed if You enter their data into the Service. In relation to Your access and use of the Service, You find information about our processing of personal data in the Privacy Statement for the Service available at https://go.dormakaba.com/skyra/privacy-statement .
14. MISCELLANOUS
14.1 Export Compliance. The Service and related technology may be subject to Swiss and other countries’ export or import control restrictions. You must not, directly or indirectly, export, re-export, or release the Service to, or make the Service accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You must comply with all applicable local laws, rules and regulations, and complete all required undertakings (e.g. obtaining any necessary export license), prior to exporting, re-exporting, releasing, or otherwise making the Service available outside of Switzerland or the country in which You reside. The use of the Service in the following countries or regions is strictly prohibited: Islamic Republic of Iran, Democratic People’s Republic of North Korea, Republic of Cuba, Syrian Arab Republic, Republic of Sudan and in the Ukrainian oblasts of Luhansk, Donetsk and Crimea.
14.2 Severability; Waiver. Should any provision of these End User TOU be unenforceable or invalid under applicable law, the remaining provisions remain unaffected and such provision must be replaced by a valid and enforceable provision most closely reflecting the effect of the original provision. The same applies to any omission. If You believe that You have other or further rights than those set out in these End User TOU based on mandatory law, You should inform us of such right(s) for us to provide in our sole discretion an alternative remedy for the situation. No waiver by any party of any provision hereof is effective unless set forth in writing. No failure to exercise any rights or remedy arising from this agreement will operate or be construed as waiver thereof.
14.3 Assignment. You must not assign or otherwise transfer any of Your rights or obligations under these End User TOU without our prior written consent. Any purported assignment or transfer without such consent is null and void. We may assign all or part of the rights and obligations under these End User TOU to any third-party of our choice.
14.4 Changes to these End User TOU. We may change the terms of these End User TOU by adding or deleting content, or by changing existing content. These amendments may be made at any time. We will notify You or Your employer, account owner or account manager, property manager, administrator, or another company or individual who designates You as End User of any changes by posting the new End User TOU in the Services and changing the “Version” date. You should consult these End User TOU regularly for any changes. In case of relevant amendments, we may further notify You or Your employer, account owner or account manager, property manager, administrator, or another company or individual who designates You as End User by email or other appropriate means. Your continued use of the Services following the posting of the updated End User TOU or notice of the changes constitutes Your acceptance of the updated End User TOU or such changes. If You do not agree with the changes or the updated End User, You should stop using the Service.
15. CONTACT INFORMATION FOR CUSTOMER SUPPORT. For End User appointed by Company (or one of Company’s subcontractors or service-providers), the primary contact for customer support is the Company; for further customer support dormakaba can be reached via support.skyra@dormakaba.com .
16. ENTITY ISSUING THESE END USER TOU. NOTICES. For general inquiries, questions or issues with these End User TOU, please contact. the Admin User of Company. You may alternatively contact dormakaba Switzerland Ltd., commercial register number CHE-105.972.106, Mühlebühlstrasse 23, CH-8620 Wetzikon, Switzerland .
17. COUNTRY-SPECIFIC TERMS.
17.1 Country specific terms for Australia. Where: (a) the law applicable to the End User TOU is the law of a State of Australia; or (b) You are located in Australia; the End User TOU clauses 10 – No Warranties; No Guarantee, 11 - Limitation of Liability, and 12 – Indemnification are replaced by the following:
(a) Except as specifically stated in this End User TOU, it does not include by implication any other term, condition or warranty in respect of the quality, merchantability, acceptability, fitness for purpose, condition, description, design or performance of the Service or any contractual remedy for its failure. (b) You acknowledge You have not: (i) relied on any service involving skill and judgement, or on any advice, recommendation, information or assistance provided by dormakaba in relation to the Service or its use or application; or (ii) made known, either expressly or by implication, to dormakaba any purpose for which You require the Service and have the responsibility of satisfying Yourself the Service is suitable for Your use. (c) Nothing in this End User TOU is to be interpreted as excluding, restricting or modifying or having the effect of excluding, restricting or modifying, the application of any State or Federal legislation applicable to the supply of goods or services that cannot be excluded, restricted or modified, including but not limited to the Australian Consumer Law schedule of the Competition and Consumer Act 2010 (Cth) (ACL). (d) To the maximum extent permitted by law: (i) dormakaba is not liable to You in any way arising under or in connection with the supply or use of, or any other dealings with, the Services; and (ii) dormakaba is not liable for any consequential or indirect expenses or losses suffered by You or any third party, howsoever caused, including but not limited to loss of business or goodwill, loss of profits, loss of turnover, or any liability to any other party, except to the extent of any liability imposed by the ACL. (e) To the maximum extent permitted at law, You are liable to dormakaba and indemnify and hold dormakaba harmless (and its affiliates, agents, assignees, employees, directors, officers and successors) from and against, any and all actions, awards, claims, costs (including legal costs), damages, expenses, fees, interest, liabilities, penalties and settlements arising from or relating to Your use or misuse of the Services or any breach by you of these End User TOU, including but not limited to the content You make available through the Service.
dormakaba skyra Service (Pre-Series Pilot Projects) End User Terms of Use/