(Version October 2020)
THIS IS NOT A STAND-ALONE DOCUMENT. THESE TERMS SUPPLEMENT AND ARE SUBJECT TO A PURCHASE AGREEMENT BETWEEN WITH HID OR A CHANNEL PARTNER. THE FOLLOWING ARE THE GENERAL TERMS THAT GOVERN CUSTOMERS’ USE OF HID SUPPORT SERVICES. FOR CLARITY, IF THE HID OFFERINGS ARE PURCHASED THROUGH A CHANNEL PARTNER, ALL SUPPORT REQUESTS SHOULD BE SUBMITTED TO HID BY THE CHANNEL PARTNER.
“HID Offering” or “HID Offerings” means the on-premise software, software-as-a-service, and/or hardware purchased by Customer to which the Support Services apply.
“Purchase Documents” means the invoice and/or other purchasing documentation or order acknowledgment issued by HID or Channel Partner.
“Channel Partner” means an entity that HID has authorized as a “reseller” of the HID Offerings.
“Support Services” means the provision of any maintenance and support included with the HID Offerings or purchased separately.
2. Product-Specific Support Terms and Order Specifications
- In addition to these terms, Support Services are provided in accordance with the product-specific terms located at: https://www.hidglobal.com/support (“Product-Specific Support Terms”). Unless otherwise set forth herein, in the event of a conflict between these terms and any Product-Specific Support Terms, the Product-Specific Support Terms shall govern.
- A more particular description of Support Services, available support levels, and the RMA Policy, if applicable, are set forth in these Product-Specific Support Terms. The term of any Support Services and the applicable support level is indicated in the Purchase Documents.
- In the event of termination of Support Services, Customer and/or Channel Partner shall not be entitled to any refund for any unused portion of the fees paid for Support Services.
3. Service Level Agreements
- Service levels, response times, or Service Level Agreements relevant to the Support Services (collectively “Support SLAs”), if any, will be contained in the Product-Specific Support Terms. Notwithstanding anything to the contrary, HID shall use commercially reasonable efforts to meet Support SLAs. The remedy set forth in the applicable Support SLAs, if any, shall be Customer’s sole and exclusive remedy for HID’s failure to meet any Support SLAs. No failure on the part of HID to meet Support SLAs shall constitute a breach of HID’s obligations or any purchase agreement.
- Support SLAs do not constitute commitments on the part of HID with respect to availability and/or uptime of any product or service. Any availability and/or uptime service levels shall be set forth in a separate agreement.
4. Access to Personal Data.
- Customer shall control and appropriately limit HID’s access to personal and sensitive data during HID’s performance of any Support Services. If Customer returns HID hardware (including computers provided by HID) for maintenance and/or repair, Customer shall ensure that all personal or sensitive data is removed from the equipment.
- If the HID Offering is deployed on-premise - Customer is solely responsible for the procedures and controls for data access, security, use and transmission of data and all backups and recovery of any database or stored data. Customer acknowledges that outside of business contact information, HID does not require, and Customer shall not provide HID with access to, any personal or sensitive data.
- If the HID Offering is software-as-a-service - Customer acknowledges that outside of business contact information and personal data types used to perform the HID Offering, HID does not require, and Customer shall not provide HID with access to, any personal or sensitive data.
- All data accessed by HID during its performance of any Support Services shall be treated as confidential.
- For the avoidance of doubt, HID will have no obligation to provide Support Services for any conditions attributable to: (i) use or maintenance of any HID Offerings other than as authorized by HID or in accordance with HID’s official specifications as found in the product documentation; (ii) any accident, act of nature, environmental conditions, unusual physical, electrical or electromagnetic stress, or by any other cause external to the HID Offerings or otherwise beyond HID’s reasonable control, the neglect, misuse, fault or negligence of Customer, its employees, agents, contractors, visitors or any other third party, or operator error; (iii) modifications, alteration or repairs made to the HID Offerings by a party other than HID or a party authorized by HID; (iv) failure by Customer to provide a suitable environment and/or operating conditions; (v) any customizable deliverables created by HID or third-party service providers specifically for Customer as part of professional services; (vi) installation, operation or maintenance of the HID Offerings not in accordance with the instructions supplied by HID, including but not limited to, installation, operation or maintenance of the HID Offerings of any hardware, operating system or tools (including their specific configurations) made available by HID that are not compatible with the HID Offerings; (vii) use of the HID Offerings with other hardware, software or telecommunication interfaces other than those supplied or approved by HID or not meeting or not maintained in accordance with HID’s specifications as described in the product documentation, unless HID has specifically agreed in writing to include such modifications within the scope of the Support Services; or (viii) power, air conditioning or humidity controls, or failures of storage media not furnished by HID or consumable operating supplies or accessories.
- Any configuration or product settings Customer elects HID to perform on its behalf and on reliance on the information provided by Customer shall be performed on an “AS IS” basis and without the limited express warranties that may apply to the corresponding HID Offerings, and excludes all implied warranties, including without limitation, any warranties of merchantability, fitness for a particular purpose, noninfringement or satisfactory quality and those arising from course of performance, course of dealing, or from usage of trade. HID shall not be responsible or liable for any claims, damages, expenses, or other losses in connection with or arising from the performance of such services. Customer’s remedies with respect to HID Offerings are exclusively governed by the applicable terms of sale between the Channel Partner and Customer.
- Unless HID has specifically agreed in writing as part of the Support Services, HID shall have no obligation to: (i) create or modify custom business roles or reports, or support custom modification to databases, active server pages or other code, components or programs; (ii) supply personnel to Customer’s premises; (iii) provide software development or coding assistance or use of software developer tool kits to create or develop applications; (iii) pay or reimburse Customer for expenses relating to the import or export of HID Offerings, including custom clearances, inspection certificates, applications and license fees; (iv) support products in which the serial number, warranty data or quality assurance decals have been altered or removed; (v) repair HID Offerings that are out of warranty; or (vi) support nondurable consumable items including, but not limited to, batteries, paper, silicone membranes, cleaning solution, towels, printer cartridges and/or cables (replacement supplies of these items may be ordered by contacting an HID sales representative or Channel Partner, as applicable).
- For hardware, HID’s obligations hereunder are contingent upon Customer providing the serial number as proof-of-purchase and upon HID’s determination that the suspected malfunction is actually due to defects in material or workmanship. Support Services are not transferable or assignable and any purchase from a third party that is not an HID authorized Channel Partner shall not be eligible for Support Services.
- Support Services may be suspended for brief periods due to scheduled maintenance and otherwise as determined by HID on a commercially reasonable basis.
- HID’s provision of Support Services is subject to the information and disclaimers set forth the applicable lifecycle (End of Life/End of Support) policy, available upon request.
- For clarity, Customer’s access to Support Services is conditioned upon Customer or Channel Partner’s, as applicable, timely payment of all fees owed to HID.
6. Customer Obligations
- For software distributed on-premise, Customer shall promptly download, distribute and install all software maintenance updates as released by HID. Customer acknowledges that any failure to do so could result in Customer’s inability to receive Support Services. Certain updates may require a hardware upgrade to function properly. HID is not liable for the performance of an HID Offering that has not been installed in accordance with HID’s installation instructions or Customer has failed to install a software maintenance update.
- The Customer has and will retain sole responsibility for: (i) all information, instructions and materials provided by or on behalf of Customer or any authorized user in connection with the Support Services; (ii) Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by Customer or through the use of third-party services (”Customer Systems”); (iii) the security and use of Customer’s and its authorized users’ access credentials; and (iv) all access to and use of the Support Services and HID Offerings directly or indirectly by or through Customer Systems or its authorized users’ access credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions and actions based upon, such access or use.