Subscription License Agreement

Subscription License Agreement

 

This Subscription License Agreement (“Agreement”) states the terms that govern your use of all SUR-ID mobile apps and other separately distributed SUR-ID software applications (each, the "Application") and all updates, upgrades and additional modules provided by SUR-ID that replace and/or supplement the original Application (unless any such update, upgrade or module is accompanied by a separate license agreement, in which case the terms of that separate license agreement will govern) as well as the SUR-ID Kiosk (the “Kiosk”, “Hardware”, or “Leased Equipment”). For purposes of this Agreement, "SUR-ID" or "We" means SUR-ID, any of its U.S. affiliates, or any successor to any of the foregoing. Your use of the Application and Kiosk is also subject to any other agreements (including privacy policies and customer agreements) and terms and conditions, in each case as updated from time to time, that may apply to your use of specific services that can be accessed from, performed by, displayed on or linked to through the Application ("Services"). This Agreement, together with all the foregoing agreements and terms and conditions (which are hereby incorporated by reference) collectively constitute the "Agreement" that is referred to herein. You agree to abide by all the terms of the agreement, and your use of the Application constitutes your acceptance of all such terms. You accept this Agreement by doing any of the following: (i) providing your written or electronic signature or acknowledgment; (ii) activating SUR-ID Service; (iii) paying for SUR-ID Service; or (iv) using SUR-ID Service after making a change or addition that would require another Equipment Agreement. You understand and agree that you did not buy the Leased Equipment, do not own the Leased Equipment and must return the Leased Equipment as explained in this Equipment Agreement. You have no right to sell, give away, transfer, pledge, mortgage, alter or tamper with the Leased Equipment.

This Equipment Agreement applies only to new customers and to our existing customers who (i) decide to upgrade or add an additional SUR-ID Kiosk(s) or (s) to their account; (ii) have completed their original term and swap like-for-like SUR-ID Kiosk(s). If you received this Equipment Agreement in connection with replacing like-for-like SUR-ID Kiosk(s)/(s) because of a defect, you are still bound by the Leasing Commitment and Early Termination Fee provisions of your original Equipment Agreement.

 

 

 

 

 

Limited License. 

The Application is licensed, not sold, to you. Your license to the Application and Kiosk is subject to your prior acceptance of the Agreement as set forth herein. Your license is for personal use only and is limited to a non-exclusive, non-transferable, non-sublicensable license to use the Application and Kiosk solely in executable code form on the Hardware for which it was designed and solely to access those Services which are authorized by SUR-ID to be accessed from, performed by, displayed on or linked to through the Application. Your license does not include any right to use the Application for commercial or promotional uses. You may not use the Application with any Hardware for which it was not designed. You may not use the Application with any Hardware that you do not own or control (such as a work computer) unless you have obtained the consent of the owner of the Hardware (such as your employer). You are solely responsible for obtaining such consent, and by using the Application on such Hardware you acknowledge and agree and that you have obtained such consent. You may not distribute or make the Application available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the Application. You may not copy (except as expressly permitted by this Agreement), reverse-engineer, decompile, disassemble, attempt to derive the source code of, modify, create derivative works of, or otherwise tamper with the Application, any updates or upgrades thereto, any supplemental modules thereto, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open source software components included with the Application). Any attempt by you to transfer any of your rights, duties or obligations under this Agreement is void. Any attempt by you to do any of the acts prohibited by this Agreement is a violation of the rights of SUR-ID and its licensors, and may subject you to damages.

 

Ownership of the Application and Reservation of Rights. 

The Application is protected by copyright and other laws and international copyright and other treaties. All title and intellectual property rights in and to the Application and all modifications, updates, enhancements, upgrades, supplements, enhancements and derivative works of the Application are owned exclusively by SUR-ID or its licensors. Certain third party software used in connection with the Application may be made directly available to you by the providers thereof. Use of such software is also subject to the terms of any applicable agreement between you and each such provider. SUR-ID reserves all rights in and to the Application not expressly granted to you under this Agreement.

 

User Account. 

If you would like to use the Application and Kiosk in conjunction with certain Services which have been authorized by SUR-ID to be accessed from, performed by, displayed on or linked to through the Application, you may need to establish a user account with SUR-ID.com or with such other SUR-ID website through which the Services may be accessed (the "Account"). The Application will use information included in your Account to perform certain of its functions and enable access to certain of its features. Therefore, such features may not be available if you do not establish an Account. You are solely responsible for the information you provide when you establish your Account, and for maintaining the confidentiality and security of your Account and the password you create to access your Account. You should not reveal your Account information or password to another person. You shall not access or attempt to access an Account that you are not authorized to access. You are entirely responsible for all activities that occur on or through your Account, and you agree to immediately notify SUR-ID of any unauthorized use of your Account or any other breach of the security of your Account. SUR-ID shall not be responsible for any losses arising out of the unauthorized use of your Account.

 

Consent to Collection and Use of Information. 

You agree that SUR-ID may automatically collect and use technical and other information about the Hardware (such as the Hardware's operating system and configuration, and the software version of the Application and any associated modules), the Services you access and your use of the Application (including facial recognition and temperature screening), to facilitate product support related to the Application, to modify, improve or enhance the Application and/or your ability to access the Services, and for such other uses as are permitted by the SUR-ID privacy policies that applies to the Services.

You agree that you will not utilize the Application or its Hardware in a way that violates any federal, state, or local laws, rules, or regulations. You expressly agree that you will not utilize the Application or Kiosk in the state of Illinois. Additionally, You agree that you will provide advance notice to any employees, agents, contractors or other individuals whom you will require to utilize the advanced facial recognition portion of the Application. For the avoidance of doubt this advance notice requirement shall not apply to visitors, guests or other individuals which will not leverage the advanced facial recognition feature within the Application.

 

 

 

You Agree that prior to use of the Application and Kiosk you will update Your privacy policy to advise users, employees, and others who may utilize the Service about the capabilities of the Service.

 

No Guarantee of Continued Use or Availability.

SUR-ID reserves the right to modify, update, supplement and discontinue the Application without notice to you. From time to time, SUR-ID may make available updates or upgrades to the Application via software download or other means. Updates or upgrades may, among other things, include bug fixes, compatibility and security enhancements, and new features or functionality. In addition, certain supplemental modules to support new features may be downloaded automatically and will remain cached on the applicable Hardware when you use the Application. Software downloads may occur automatically without the need for any action on your part, or you may be required to manually download an update, upgrade or supplemental module from within the Application itself or through the same source from which the Application was originally downloaded. Certain features of the Application may be modified or discontinued as a result of an update or upgrade, or may not be available if you have not downloaded all updates and upgrades made available by SUR-ID. Because use of the Application involves Hardware, internet access, and, if required, purchase of the Services, your ability to use the Application may be affected by the performance and/or availability of any of these factors. In the event that SUR-ID changes any part of the Services or any receiving equipment authorized by SUR-ID to access the Services, or discontinues any of the Services or such receiving equipment (which SUR-ID may do in its discretion at any time without notice to you), or if a Hardware manufacturer implements firmware or operating system changes or your telecommunications carrier imposes restrictions on your data traffic, you may no longer be able to use the Hardware and/or Application to the same extent as prior to such change. SUR-ID shall have no liability to you in the event of the occurrence of any of the actions described in this paragraph.

 

Hardware Requirements. 

There are different versions of the Application, each of which is designed to operate only with a specific type of hardware configuration. Such hardware configuration consists of a compatible check-in Kiosk, in combination with receiving equipment authorized by SUR-ID to access such Service (such as facial recognition). It is your responsibility to obtain the Hardware from SUR-ID and the correct version of the Application designed to operate with such Hardware. Certain features of the Application may not be available, or may differ, depending on the specific Hardware you obtain. Once you download the Application, it is your responsibility to not lose, destroy, or damage the Application. SUR-ID shall have no liability to you in the event of any such loss, destruction, or damage. Solely as an accommodation to you, the Application may be re-downloaded (through the same source from which it was originally downloaded) for use with the applicable Hardware. Without notice to you, this accommodation may be unavailable at any given time, or may be suspended or revoked at any time. SUR-ID shall have no liability to you in the event a previously downloaded Application becomes unavailable for re-download. SUR-ID reserves the right to modify Hardware requirements at any time.

 

Internet Access Required. 

Use of the Application requires internet access to update the application on a continuous basis. It is your responsibility to obtain internet access. High speed internet access with unlimited data usages is strongly recommended. You are solely responsible for paying all charges associated with your internet access, including subscription, overage, roaming and other applicable fees and penalties. If the Services you are authorized to access include content streaming or downloading, certain components of the Application may use the processing capabilities, memory and bandwidth of the Hardware with which it operates for the limited purpose of establishing a connection with or between other users of the Application to facilitate content distribution. Certain Hardware or Hardware operating system settings may restrict such connections and may require administrative access to enable such connections. If you do not have administrative access to the Hardware with which the Application operates or to such Hardware's operating system, certain Services or features of the Application may not be available or may not function optimally or as intended.

 

Use With SUR-ID Services. 

The SUR-ID Application is designed to operate only with those Services that have been authorized by SUR-ID and only upon the Kiosk. Your download or use of the SUR-ID Application shall not be construed to grant you or guarantee you access to any Services, whether for free or otherwise. SUR-ID provides the Services to residents of the U.S. SUR-ID does not provide any Service to addresses outside of the U.S. To the extent You choose to access the Services, you do so at your own initiative and at your sole risk. SUR-ID shall have no liability to You as part of the Services that you may find to be offensive, indecent or objectionable. SUR-ID and its licensors reserve the right to change, suspend, remove, or disable access to any of the Services (or any part thereof) at any time without notice. In no event will SUR-ID or its licensors be liable for the removal of or disabling of access to any Services (or any part thereof). SUR-ID or its licensors may also impose limits on the use of or access to certain Services, in any case and without notice or liability. Neither SUR-ID nor any of its licensors guarantees the availability, accuracy, completeness, reliability or timeliness of any Services. No portion of the Services may be reproduced in any form or by any means other than as made available through the Application. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works of the Services, in any manner.

 

 

Security. 

The Services, the Hardware and the Application include a security framework using technology that protects digital information and limits your access to only those Services which the Application is designed to access, perform, display or link to and, if applicable, which you have purchased. Therefore, certain features of the Application may not be available if you have not purchased the applicable Services. Such technology is an inseparable part of the system within which the Services, the Hardware and the Application interact, and communications between the Services, the Hardware and the Application may be controlled and monitored by SUR-ID to ensure that such technology operates properly. SUR-ID reserves the right to modify such technology at any time. You agree that you will not attempt to, or encourage or assist any other person to, circumvent, modify, reverse-engineer, decompile, disassemble, attempt to derive the source code of, or otherwise tamper with such technology, or any part thereof, for any reason whatsoever, including to obtain unauthorized access to the Services. Any such act by you may constitute copyright infringement and may result in civil or criminal liability.

 

Payment. 

1. MONTHLY FEES FOR SUR-ID KIOSKS 

Unless included as part of your promotional offer, there is a Kiosk Fee of $99/mo. for each SUR-ID Kiosk on your account. Each Kiosk fee represents a lease of a SUR-ID Kiosk.  All Fees are subject to change at any time. You agree to pay all invoices upon receipt or to enroll in Auto Bill Pay. Failure to pay all outstanding amounts owed when due constitute a breach of this Agreement. 

Unless we instruct you in writing not to return your Leased Equipment, Leased Equipment must be returned in good working order, normal wear and tear excepted. If we haven't received your Leased Equipment within 21 days of termination of your SUR-ID Service, or if the Leased Equipment is returned in damaged condition, we will charge you $2,499 for each SUR-ID Kiosk, so please attend to your Leased Equipment return promptly. We reserve the right to charge these fees to the credit or debit card you have on file with us.  

 

2. AUTOMATIC PAYMENT REAUTHORIZATION 

If you enrolled in Auto Bill Pay when signing up for SUR-ID Service over the phone, online, or through a retailer, by signing below, you confirm and reauthorize automatic payments for your SUR-ID Service from the credit or debit card or bank account that you provided.

 

3. NON-PAYMENT ACCOUNT SUSPENSION

In the event of non-payment Your account may be suspended or terminated without notice at SUR-ID’s discretion. Termination of Your account does not cancel or nullify any existing payment obligations or commitments entered into under this Agreement. SUR-ID reserves the right to charge an account reactivation fee as well as late payment fees in accordance with statutory limits. Nothing in this section shall serve as a waiver of any rights or remedies available to SUR-ID.

 

Customer Service. 

In the event of any problems with your SUR-ID Service, please contact SUR-ID at support@sur-id.com.

  

Termination. 

This End User License Agreement is effective until terminated by you or SUR-ID. You may terminate this End User License Agreement by ceasing all use of the Application and deleting the Application from the applicable Hardware onto which you installed it and providing 30 days prior written notice to Support@sur-id.com. This End User License Agreement will terminate automatically without notice if you fail to comply with the agreement. If SUR-ID becomes aware of any possible violation by you of any provision of the agreement, SUR-ID reserves the right to investigate such violation, and SUR-ID may, in its sole discretion, immediately terminate this End User License Agreement, your use of the Application and/or access to the Services, in whole or in part, without prior notice to you. If, as a result of such investigation, SUR-ID believes that criminal activity has occurred, SUR-ID reserves the right to refer the matter to, and to cooperate with, any and all applicable law enforcement authorities.

 

Upon termination, you agree to return all Hardware to SUR-ID within 21 days. If the Hardware is not returned within 21 days SUR-ID shall be entitled to charge You $899 representing the cost of the Hardware. If upon return. 

 

 

 

NO WARRANTY. 

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE APPLICATION IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT OF THE APPLICATION IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APPLICATION IS PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL BUGS AND FAULTS AND WITHOUT WARRANTY OF ANY KIND. SUR-ID AND ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE APPLICATION, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, OF TITLE, AND OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS. IN ADDITION, NEITHER SUR-ID NOR ANY OF ITS LICENSORS MAKES ANY WARRANTY THAT THE FUNCTIONALITY OF, FEATURES CONTAINED IN, OR SERVICES ACCESSED FROM, PERFORMED BY, DISPLAYED ON OR LINKED TO FROM, THE APPLICATION WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE, THAT INFORMATION TRANSMITTED TO AND FROM THE APPLICATION WILL BE SECURE OR PRIVATE, OR THAT DEFECTS IN THE APPLICATION WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SUR-ID OR ANY OF ITS LICENSORS OR ANY OF THEIR RESPECTIVE REPRESENTATIVES SHALL CREATE A WARRANTY. SHOULD THE APPLICATION PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

 

Limitation of Liability. 

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL SUR-ID OR ITS LICENSORS BE LIABLE FOR PERSONAL INJURY, INJURY TO HARDWARE OR OTHER PERSONAL PROPERTY, OR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF DATA, LOSS OF HARDWARE OR OTHER PERSONAL PROPERTY, LOSS OF SERVICES, THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES), ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF SUR-ID AND ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall SUR-ID's and its licensors' total liability to you for all damages arising out of or related to your use or inability to use the Application (other than as may be required by applicable law) exceed the amount of one hundred dollars ($100.00) in the aggregate. The foregoing limitations shall apply to the maximum extent permitted by applicable, even if the above stated remedy fails its essential purpose.

 

Third Party Beneficiaries. 

SUR-ID'S LICENSORS WHOSE SOFTWARE IS INCLUDED IN, OR AS A COMPONENT OF, THE APPLICATION OR KIOSK SHALL BE THIRD PARTY BENEFICIARIES OF THIS AGREEMENT, AS APPLICABLE.

 

Export Restrictions. 

You may not use or otherwise export or re-export the Application outside the U.S. except as authorized by U.S. law. You may not utilize the Application in Illinois. 

 

U.S. Government Use. 

The Application and its related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

 

 

 

 

Governing Law. 

The laws of the State of California govern all matters arising out of this End User License Agreement and your use of the Application, without regard to any conflict of laws principles.

 

Additional Information. 

Versions of the Application designed for specific Hardware or operating systems may include some components that are covered by third party "free software" licenses, open source licenses and other similar license use rights, which require such components to be used, modified and/or distributed only under the terms of such licenses. Any such components are subject only to the terms of such licenses, and not this End User License Agreement. Certain additional information relating to such third party software (including the text of any licenses applicable to such software) may be found in the Application itself or on the SUR-ID website through which the Application is made available.

 

Changes to the Agreement. 

SUR-ID may make changes to this End User License Agreement or other provisions of the agreement from time to time. When changes to this End User License Agreement are made, SUR-ID will make a new copy available on SUR-ID.com. Changes to other provisions of the agreement will be made available from within, or through, the affected Services. If you use the Application after the date on which any provisions of the agreement have changed, SUR-ID will treat your use as acceptance of the changed provisions.

 

BY AGREEING TO THESE TERMS AND AFIXING YOUR DIGITAL SIGNATURE, YOU HEREBY AUTHORIZE AND AGREE THAT SUR-ID MAY, AT ITS SOLE OPTION, CHARGE THE FEES DESCRIBED HEREIN. I REPRESENT AND WARRANT THAT I AM EIGHTEEN (18) YEARS OR OLDER (NINETEEN (19) IN ALABAMA AND NEBRASKA; TWENTY-ONE (21) IN MISSISSIPPI) AND I HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT AND THAT ALL INFORMATION SUPPLIED BY OR ABOUT ME (AND IF I AM ACCEPTING THIS AGREEMENT ON BEHALF OF AN ACCOUNT HOLDER, BY OR ABOUT EACH ACCOUNT HOLDER) IS ACCURATE. I AGREE TO THE ABOVE TERMS AND CONDITIONS.

 

 

THIS AGREEMENT AND ALL RELATED DOCUMENTS ENTERED INTO IN CONNECTION WITH THIS AGREEMENT ARE SIGNED WHEN A PARTY’S SIGNATURE IS DELIVERED BY FACSIMILE, EMAIL, OR OTHER ELECTRONIC MEDIUM. THESE SIGNATURES MUST BE TREATED IN ALL RESPECTS AS HAVING THE SAME FORCE AND EFFECT AS ORIGINAL SIGNATURES.