Last modified August 23, 2022
By accessing or using the Door Controller Solution in any manner, or by selecting any Door Controller Solution package in connection with your subscription to or purchase of the Services, you confirm that you have read and understand these Terms and agree to be bound hereby. Proximity may refuse you or any User access to or use of the Services, including the Door Controller Solution, for noncompliance with any part of the Master Proximity Terms, including these Terms. Except as explicitly set forth herein, all terms and provisions of the Master Proximity Terms applicable to your and your Users’ access to and use of the Services, generally, shall also be applicable to your and your Users’ access to and use of the Door Controller Solution.
Proximity reserves the right to modify or replace these Terms at any time and in Proximity’s sole discretion. Any changes will be effective immediately upon posting of the revised version to the Site (or such later effective date as may be indicated at the top of the revised Terms). Your continued access to or use of the Door Controller Solution following the posting of any changes to these Terms will constitute your acceptance of such changes. If you do not agree to the changes, you must stop using the Door Controller Solution.
THE DOOR CONTROLLER SOLUTION. Proximity has developed a unique digital door access solution for use in the administration and management of Spaces, which solution consists of (i) Proximity’s proprietary door controller hardware or authorized third-party controller hardware (the “Controller Hardware”), (ii) Proximity’s proprietary software, which facilitates, among other things, the remote control and management of the Controller Hardware, including as may be accessible via the Proximity App (the “Controller Software”), (iii) Proximity’s mobile applications (collectively, the “Proximity App”), and (iv) certain third-party hardware and other components (the “Third Party Components” and, collectively with the Controller Hardware, the Controller Software, and the Proximity App, the “Door Controller Solution”).
Purchase and Installation of Controller Hardware. In order to access and use the Door Controller Solution, you must purchase one or more units of Controller Hardware from Proximity or from a Proximity-authorized third party supplier, as more specifically set forth in the Master Proximity Terms, and must install such Controller Hardware in your Space(s) in accordance with all installation documentation and instructions provided to you by Proximity. You, and not Proximity, are solely responsible for such installation, including all costs associated therewith. All Controller Hardware should be installed by a qualified installer, as more specifically described in the Proximity installation documentation. You understand and acknowledge that any failure to properly install the Controller Hardware in accordance with all Proximity installation documentation and instructions could result in damage to the Controller Hardware, Third Party Components, or other property; injuries to persons; prevention of proper functioning of the Door Controller Solution; and/or the inability of you or your Users to access and use the Door Controller Solution. Proximity shall have no responsibility or liability to you, to any User, or to any other third party for any damage to the Controller Hardware or Third Party Components, any inability to access (or delay in accessing) the Door Controller Solution or any Space, any injury to person or property, any unauthorized access to the Space, or any other damage or loss arising in any way from your failure, or the failure of any installer or other third party, to install the Controller Hardware in compliance with all Proximity installation documentation and instructions. Without limiting the foregoing, Proximity shall have no obligation to, and shall not, replace any damaged Controller Hardware where such damage has been caused by your failure to comply with the terms hereof, as determined by Proximity in its discretion.
Acceptable Use. You understand and agree that the Controller Hardware is intended for use with low voltage wiring only, and that the Controller Hardware should be used only for the purpose provided and in accordance with all Proximity documentation and instructions (collectively, the “Usage Guidelines”). You understand and acknowledge that any failure to follow all Usage Guidelines could result in damage to the Controller Hardware or to Third Party Components or other injuries to persons or property, could prevent the proper functioning of the Door Controller Solution, and could result in the inability of you or your Users to access and use the Door Controller Solution and/or your Space. Proximity shall have no responsibility or liability to you, to any User, or to any other third party for any damage to the Controller Hardware or Third Party Components, any inability to access (or delay in accessing) the Door Controller Solution or any Space, any injury to person or property, or any other damage or loss arising in any way from your failure (or the failure of any of your Users) to comply with all Usage Guidelines. Without limiting the foregoing, Proximity shall have no obligation to, and shall not, replace any damaged Controller Hardware where such damage has been caused by your failure (or the failure of any of your Users) to comply with the Usage Guidelines, as determined by Proximity in its discretion.
CONTROLLER SOFTWARE. Subject to and conditioned upon your compliance with these Terms and the restrictions set forth herein, Proximity hereby grants to you a nonexclusive, worldwide, nontransferable (except as permitted under the Master Proximity Terms), non-sublicensable, limited license during the term of these Terms to install, operate, and use the Controller Software as part of the Door Controller Solution, solely in connection with your purchase and use of the Controller Hardware and solely for the purposes of (i) facilitating your use of the Door Controller Solution, and (ii) facilitating your Users’ use of the User-facing Door Controller Solution functionality of the Proximity App. Your rights with respect to the Controller Software are limited to those expressly granted in this paragraph. Proximity reserves all rights and licenses in and to the Door Controller Solution and its individual components (other than Third Party Components) not expressly granted to you hereunder.
PROXIMITY APP. You may be permitted to access certain functionality of the Door Controller Solution via the Proximity App, including, without limitation, the long-distance remote lock/unlock functionality. Users, likewise, may be permitted to utilize certain User-facing functionality of the Door Controller Solution via the Proximity App, including, without limitation, the receipt and use of digital keys, which allow Users to unlock and access Spaces when in physical proximity to the building. Any download, installation, or use of the Proximity App is subject to the Proximity Platform Terms of Service presented at the time of download and/or installation.
LIMITATIONS AND RESTRICTIONS.
Restrictions. You shall not, and shall ensure that your Users do not: (i) reproduce, make derivative works of, publicly perform or display, rent, lease, distribute, sublicense, or provide third parties with access to the Controller Hardware, Controller Software, Proximity App or other aspects of the Door Controller Solution, or use or make available any of the foregoing for timesharing or service-bureau purposes or otherwise for the benefit of a third party (except with respect to, and for the benefit of, your Users and their internal business operations); (ii) violate any installation, configuration, or usage instructions or restrictions set forth in any Proximity-furnished documentation or instructions; (iii) tamper with or breach the security of the Controller Hardware, Controller Software, Proximity App, or other aspects of the Door Controller Solution; (iv) reverse engineer, decompile, disassemble, or seek to obtain the source code of the Controller Software, Proximity App, or other aspects of the Door Controller Solution, or modify or create a derivative work of the foregoing or any related documentation; (v) remove or obscure any product identification or any proprietary, copyright or other notices contained in the Controller Software, Controller Hardware, Proximity App, or other aspects of the Door Controller Solution or any related documentation; (vi) upload any data or content (including, without limitation, Customer Data) that (1) infringes the intellectual property rights, rights of privacy or publicity, or other proprietary rights of any third party or is otherwise unlawful, (2) violates any applicable law, or (3) contains any malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code; or (vii) make any use of, or take any other action with respect to, the Door Controller Solution or any component thereof in a manner that violates applicable law or any other provision of these Terms or the Master Proximity Terms.
Enforcement. You and your Users shall comply with the restrictions set forth above and any other terms and conditions of these Terms or the Master Proximity Terms that purport to apply. You will promptly notify Proximity of any suspected or alleged violation of these Terms and will cooperate with Proximity with respect to its investigation of any suspected or alleged violation and any action by Proximity to enforce these Terms.
THIRD PARTY COMPONENTS. As part of the Door Controller Solution, the Controller Hardware and Controller Software are intended to interoperate with and/or be used in conjunction with certain Third Party Components. For purposes of these Terms, Third Party Components include, but are not limited to, components of the Controller Hardware obtained from a third party, Space doors, door frames, motion sensors, readers, electronic door strikes, magnetic locks, request-to-exit (REX) devices, other access panels and solutions, and any other hardware or fixtures required for the proper functioning and installation of the Controller Hardware, Controller Software, and/or the Door Controller Solution, generally. You are solely responsible for selecting, procuring, and installing all Third Party Components for use in the Door Controller Solution (including as may be set forth in any Proximity-furnished documentation), and for all costs and fees associated with the same. You understand and acknowledge that any Third Party Components are made available to you by the respective providers of the same, and Proximity does not and shall not have any control over or responsibility with respect to such Third Party Components. Proximity makes no representation or warranty to you, whatsoever, with respect to any Third Party Components, and shall have no liability or obligation to you, any User, or any third party with respect to any Third Party Components.
TECHNICAL REQUIREMENTS. Your and your Users’ access to and use of the Data Controller Solution is dependent upon access to telecommunications and Internet services. You acknowledge that Proximity is not responsible for acquiring or maintaining any telecommunications or Internet services or other hardware or software (other than the Controller Hardware and Controller Software) that you or your Users may need to access, use, or connect with the Door Controller Solution, nor for any costs, fees, expenses, or taxes of any kind related to the foregoing. Without limiting the foregoing, if you access the Door Controller Solution via the Proximity App, you understand that you may incur a fee for data usage or other costs from your wireless provider. You agree that you are solely responsible for your access to and use of the Door Controller Solution on your mobile device and adherence to your wireless provider’s terms and conditions.
TERM AND TERMINATION. These Terms shall remain in full force and effect while you use the Door Controller Solution. Notwithstanding the foregoing, these Terms and your access to and use of the Door Controller Solution may be terminated in accordance with the termination provisions of the Master Proximity Terms. You agree that upon termination of these Terms or upon receipt of any termination notice from Proximity, the license granted to you under Section 3 hereof shall automatically terminate and you shall immediately cease all access to and use of the Controller Software by you and your Users. Any termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination.
OWNERSHIP. As between you and Proximity, the Controller Software and the Proximity App, together with all software and other technologies embodied in or used to provide the foregoing, and all technology, know-how, and other property of Proximity embodied in or used to provide the Controller Hardware, together with all intellectual property rights in or to any of the foregoing, are and shall remain the exclusive property of Proximity and/or its licensors. No rights are granted to you other than as expressly set forth herein.
DATA SECURITY. Proximity implements reasonable measures to secure Customer Data and other of your or your Users’ information from accidental loss and from unauthorized access, use, alteration, and disclosure. Please note, however, that the electronic transmission of information is not completely secure. Proximity cannot and does not guarantee that the security measures we have in place to safeguard information will never be defeated or fail, or that such measures will always be sufficient or effective. Any transmission of information by you or your Users through or with respect to the Door Controller Solution is at your sole risk.
SERVICE AVAILABILITY. You agree and acknowledge that the Door Controller Solution, and the Controller Software and Proximity App, specifically, may be temporarily unavailable due to maintenance or other development activities. Proximity will use commercially reasonable efforts to provide you with advance notice of any such unavailability, but shall not have any liability to you for any planned or unplanned unavailability or downtime. Additionally, and without limiting the foregoing, you understand and acknowledge that the Door Controller Solution, and the Controller Software and Proximity App, specifically, may be unavailable from time to time for reasons outside of Proximity’s reasonable control, including, without limitation, due to internet or power outages, server outages, service delays or stoppages on the part of Proximity’s service providers, or any Third Party Components. Where the Door Controller Solution (or any component or functionality thereof) is unavailable due to any cause outside of Proximity’s reasonable control, Proximity shall have no liability to you or to any User or third party for any inability of you or any User to enter or exit a Space or to otherwise use any functionality of the Door Controller Solution, including, without limitation, for any damage, delay, injury to persons or property, or other loss resulting therefrom.
CONTROLLER HARDWARE BUYBACK PROGRAM. Following termination of these Terms, you may, at your election and with Proximity’s approval, sell back to Proximity, in accordance with the terms of Proximity’s Door Controller Buy-Back Program (the “Buy-Back Terms”), any units of Controller Hardware purchased by you and that are in good working condition. Notwithstanding anything herein or in the Buy-Back Terms to the contrary, you agree and acknowledge that Proximity has no obligation to buy back any Controller Hardware from you, and that Proximity may choose not to do so for any reason and in its discretion. Additionally, in the event that Proximity determines in its sole and absolute discretion that any Controller Hardware returned by you pursuant to the Door Controller Buy-Back Program is not in good working condition, Proximity may refuse to repurchase the Door Controller, in which case Proximity will return the Controller Hardware to you upon your request and at your expense.
DISCLAIMER OF WARRANTIES. THE DOOR CONTROLLER SOLUTION, INCLUDING, WITHOUT LIMITATION, THE CONTROLLER HARDWARE, THE CONTROLLER SOFTWARE, AND THE PROXIMITY APP ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND PROXIMITY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, TITLE, AND NON-INFRINGEMENT. NEITHER PROXIMITY NOR ANY PERSON ASSOCIATED WITH PROXIMITY MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE DOOR CONTROLLER SOLUTION, INCLUDING, WITHOUT LIMITATION, THE CONTROLLER HARDWARE, THE CONTROLLER SOFTWARE, THE PROXIMITY APP, OR ANY THIRD PARTY COMPONENTS. WITHOUT LIMITING THE FOREGOING, NEITHER PROXIMITY NOR ANYONE ASSOCIATED WITH PROXIMITY REPRESENTS OR WARRANTS THAT THE DOOR CONTROLLER SOLUTION (OR ANY COMPONENT THEREOF) OR ANY RESULTS GENERATED THEREFROM OR CONTENT OR INFORMATION MADE AVAILABLE THERETHROUGH, WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE CONTROLLER HARDWARE, THE CONTROLLER SOFTWARE, THE PROXIMITY APP, OR ANY THIRD PARTY COMPONENTS, OR THE SERVERS THAT MAKE ANY OF THE FOREGOING AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE DOOR CONTROLLER SOLUTION (OR ANY COMPONENT THEREOF) WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. PROXIMITY MAKES NO REPRESENTATIONS OR WARRANTIES, AND DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR, ANY THIRD PARTY PRODUCT OR SERVICE USED BY OR IN CONNECTION WITH THE DOOR CONTROLLER SOLUTION, INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY COMPONENTS, THIRD PARTY SERVICES, OR INSTALLATION SERVICES OBTAINED BY YOU WITH RESPECT TO THE CONTROLLER HARDWARE, OR FOR ANY INFORMATION OR CUSTOMER CONTENT TRANSMITTED BY YOU OR ANY USER THROUGH OR IN CONNECTION WITH THE DOOR CONTROLLER SOLUTION. AS BETWEEN YOU AND PROXIMITY, YOU ASSUME ALL RISK IN CONNECTION WITH YOUR OR ANY USER’S USE OF AND RELIANCE ON THE DOOR CONTROLLER SOLUTION, INCLUDING, WITHOUT LIMITATION, THE CONTROLLER HARDWARE, THE CONTROLLER SOFTWARE, THE PROXIMITY APP, AND ANY THIRD PARTY COMPONENTS.
INDEMNITY. You agree to indemnify, defend, and hold Proximity and its officers, directors, employees, agents, licensors, and service providers harmless from and against any claims, liabilities, losses, damages, judgments, awards, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) your violation (or a violation by any of your Users) of these Terms, including, but not limited to, any access to or use of the Controller Hardware, Controller Software, or the Proximity App in any manner not expressly authorized hereunder, and (b) your negligence or willful misconduct, or the negligence or willful misconduct of your Users. We reserve the right, at our own expense, to assume the exclusive defense and control of any action subject to indemnification by you, and in such event you agree to cooperate with us in defending such action.
SURVIVAL. Section 2, Sections 5 through 12, and Sections 14 through 16 of these Terms will survive any termination of these Terms.
Last update Aug 25, 2022 at 4:44pm