Visitor management
Automate guest sign-in with instant notifications, badge printing, and real-time visitor tracking.
Desk and meeting room booking
Give your team the tools to quickly find and book the spaces they need, when they need them.
Appointment scheduling
Secure and scalable tools for booking appointments, interviews, and meetings with ease.
Employee sign in
Make it easy for staff and contractors to sign in on-site, remote, or on the go.
Time and attendance tracking
Flexible time tracking that adapts to your team’s schedule and working style.
Security and compliance
Maintain reliable, centralized records with streamlined checks, compliance tracking, and risk management tools.
THESE TERMS AND CONDITIONS (ALONG WITH ANY OTHER TERMS AND POLICIES REFERENCED HEREIN, WHICH ARE INCORPORATED INTO, AND FORM AN INTEGRAL PART HEREOF) ARE A LEGAL AGREEMENT (THE “AGREEMENT”) ENTERED INTO BETWEEN THE INDIVIDUAL OR ENTITY IDENTIFIED ON ANY ORDER FORM ( “CUSTOMER” OR “YOU/YOUR”) AND SIGN IN SOLUTIONS (“SIS”, OR “WE/US/OUR”) RELATING TO PURCHASE OF ANY PRODUCTS. THE SIS ENTITY YOU ENTER INTO THIS AGREEMENT WITH WILL DEPEND ON THE LOCATION OF YOUR PRINCIPAL PLACE OF BUSINESS AS FULLY EXPLAINED HERE.
IF YOU PURCHASE THE PRODUCTS THROUGH A SIS AUTHORISED PARTNER (THE “RESELLER”), THE ORDER FORM MAY BE ENTERED INTO BETWEEN YOU AND THE RESELLER FOR THE PURCHASE OF THE PRODUCTS, AND YOUR USE OF THE PRODUCTS WILL BE SUBJECT TO THE TERMS AGREED TO BETWEEN YOU AND RESELLER.
IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO USE THE PRODUCTS. IF YOU ARE ENTERING INTO THIS AGREEMENT AS AN AGENT, EMPLOYEE OR REPRESENTATIVE OF THE CUSTOMER, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ACT ON SUCH PARTY’S BEHALF.
This Agreement is effective when you (a) click to accept it; (b) execute an Order Form; or (c) otherwise express your intention to accept this Agreement (for example, via DocuSign) (the “Effective Date“).
Definitions of capitalised terms are in Schedule 1.
Data Protection. We take our responsibilities and obligations in respect of your data extremely seriously. You can find out more information about our approach to privacy and data protection when you are using our Website and when you purchase and use our Products in our data processing agreement here which is updated periodically and incorporated into this Agreement by reference. Additional terms for customers of data processing services under the EU Data Act (EU Regulation 2023/2854) can be located here.
Artificial Intelligence. Like most technology companies, we are excited about AI and are currently exploring how we can harness its potential to make our products and services even better. As with our market-leading commitments to data security, the safety of our customers and their data is at the heart of everything we do with AI. Our implementation large language models (LLM’s), machine learning, artificial intelligence or generative AI-based features, assistants and co-pilots has full regard for all regulations and legislation related to AI, including the EU AI Act. We will never use any AI tools, features or functionality in your Products without first obtaining your explicit consent. If you opt-in to use any AI based features within any of our Products, your use of the AI features will be subject to additional terms under the AI Addendum, which can be found here.
OUR PRODUCTS
The Products applicable to your Order will be identified in an Order Form. Additional terms and conditions may apply to certain products, as indicated below
SIS also provides additional products and services to support our core Products. Any such additional products and services applicable to your Order will be identified on your Order Form. Additional terms and conditions may apply as indicted below:
Hardware (Sale)
Hardware (Rental)
ORDERING
Placing an Order
To access and use the Products you shall be required to purchase a Subscription (as defined in Section 6.1 below) by submitting an Order to us (via the Websites or by email). By submitting your Order, you consent to us conducting any reasonable and necessary verification and security procedures in respect of the information provided in the Order. Upon the submission of the Order you will have the option to (i) make payment for the Fees on the Websites, or (ii) be sent an invoice for the Fees, payable in accordance with Section 5.
You hereby warrant that the information provided by you is true, accurate and correct. You further warrant that you shall promptly notify us in the event of any changes to such information provided.
Each Order will specify your Scope of Use for the applicable Product(s), which may include: (a) number and type of Users permitted; (b)number of permitted Devices, licences, copies or instances; (c) number of Site, rooms or other permitted use-case (s); (d) the number of logins, bundles of appointments, credits or messages permitted, (e) the commencement date and duration of your Subscription Term; (f) any Authorised Parties; (g) storage limits or capacity of Content (if applicable) or (h) any other entitlements or restrictions.
Changing your Order
During a Subscription Term, you may upgrade your existing Order by either: (i) adding additional Users and/or Authorised Parties or otherwise changing your Scope of Use; (ii) upgrading to a different Subscription tier; (iii) adding additional features and functionalities to an existing Product; adding one or more additional Products; and/or (iv) upgrading to a longer Subscription Term (collectively, “Subscription Upgrades”). Some Subscription Upgrades or other changes may be considered to be a new purchase, which will form a new contract and a new Subscription Term and some won’t, and this will be clearly communicated to you in the new Order. Upon a Subscription Upgrade, you will be billed for the applicable increased amount of Fees, at our then-current rates (unless indicated otherwise in the new Order), which shall be either: (1) prorated for the remainder of the then-current Subscription Term, or (2) whenever the Subscription Term is being restarted due to the Subscription Upgrade, then the Subscription Fees already paid by Customer will be credited towards the new upgraded Subscription Fees, and the difference shall be due and payable by you upon the date on which the Subscription Upgrade was made. Any changes to the number of Users within a certain Product which extends the number of Users above the number permitted in the applicable Order shall be a deemed Subscription Upgrade and shall be billed on a prorated basis for the remainder of the then-current Subscription Term.
If you wish to downgrade your Subscription, by either: (i) removing additional Users and/or Authorised Parties; (ii) downgrading to a different Subscription tier; and/or (iii) removing additional features and functionalities to an existing Product; removing one or more additional Products (collectively “Subscription Downgrades”), such changes may only take effect upon renewal of your Subscription Term. You must provide us with at least 60 days written notice before the renewal date to request a downgrade.
Renewals
The length of the Subscription Term for each Product shall be as specified in the applicable Order Form. The Subscription Term will automatically renew for an equivalent length of time as the immediately preceding Subscription Term, unless (i) either party provides written notice of non-renewal at least 60 days prior to the expiration of the then current term, or (ii) as otherwise agreed in an Order Form.
A notice of renewal will be sent to your email at least 90 days from the end of each Subscription Term notifying you that your Subscription is due to renew for an additional Subscription Term.
USING OUR PRODUCTS
Licence
Following the conclusion of your Order in accordance with Section 2 or following and Subscription Upgrade in accordance with Section 2, we will provide the Products in accordance with this Agreement (including the Order(s)and any other document or terms referred to in this Agreement) and you may use the Products in accordance with this Agreement for the duration of the Subscription Term(s).
Subject to the terms, conditions and restrictions set forth in this Agreement, we grant you a revocable, non-exclusive, non-transferable (without a right to sub-licence) licence to access and use the Products and any applicable Documentation as referred to in your Order(s) during the applicable Subscription Term, in accordance with this Agreement and the applicable Scope of Use.
Subject to the terms, conditions and restrictions set forth in this Agreement, we grant to you a non-exclusive, non-sublicensable, non-transferable licence to use the Documentation during the Subscription Term solely for your internal business purposes in connection with your use of the Products.
Licence Restrictions
You shall not use the Products for any purposes beyond the scope of the access granted in this Agreement. You and your Users shall not: (a) copy, modify, or create derivative works of the Products in whole or in part; (b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Products; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Products, in whole or in part; (d) remove any proprietary notices from the Products; or (e) use the Products in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rights, data privacy right, or any other right of any person, or that violates any Applicable Law.
Your Obligations
You are responsible for ensuring that any Content is not deemed to be offensive, illegal, inappropriate or that in any way:
is unlawful, fraudulent, harmful, threatening, abusive, defamatory, obscene, infringing, hateful, harassing or racially or ethnically offensive;
requires a licence or other permission for use, unless the you hold all necessary rights to make such data available for use in connection with the Products;
harasses or advocates harassment of another person;
displays pornographic or sexually explicit material;
promotes any conduct that is abusive, threatening, obscene, defamatory or libellous;
promotes any illegal activities;
provides instructional information about illegal activities, including violating someone else’s privacy or providing or creating computer viruses;
promotes or contain information that you know or believe to be inaccurate, false or misleading;
engages in the promotion of contests, sweepstakes and pyramid schemes, without our prior written consent;
contains any virus or other thing or device which may prevent, impair or otherwise adversely affect the operation of the Products or the Websites; or
infringes any Intellectual Property Rights or any other proprietary rights of any third party.
You hereby grant, and procure that any User grants, to us a non-exclusive, worldwide royalty free licence to use the Content and all other materials submitted by you or any User solely to enable us to use, copy, compress, modify and transmit such Content to provide you with the Products and perform our obligations under this Agreement;.
You acknowledge that the Products do not verify the rights and restrictions applicable to any Content. Where you do not own the Content, you are solely responsible for checking the relevant licence rights and restrictions applicable to any Content. We shall not be liable to you for any losses, damages, costs or expenses incurred by you arising out of or in connection with your use of any Content through the Products.
You warrant and represent:
that you own, are licensed or otherwise have a right to use any and all the Intellectual Property Rights in any Content;
the Content does not and will not contravene or breach any applicable law, regulation code of practice or directive; and
the Content and its use through a Product does not and will not infringe any right, title or interest (including any Intellectual Property Rights) of any third party.
You further agree that at all times, you shall, and procure that any User shall:
not use Login Details with the intent of impersonating another individual;
not allow any other person other than a User to use your Login Details;
not do anything likely to impair, interfere with or damage or cause harm or distress to any persons using a Product;
not use a Product, the content therein and/or do anything that will infringe any intellectual property right or other rights of any third parties;
not use any information obtained using a Product otherwise than in accordance with this Agreement;
comply with all our instructions and policies provided to you in writing by us from time to time in respect of the Websites and your use of the Products;
co-operate with any reasonable security or other checks or requests for information made by us from time to time; and
use the information made available to you using the Products and on the Websites at your own risk.
You shall:
promptly notify us in the event of a breach of security or any unauthorised use of the Login Details
ensure all Users keep confidential the Login Details;
be liable for all access to and use of the Products whether authorised by you or not.
You shall keep and procure that all Users and each Authorised Party keep, any Login Details confidential and secure. Without prejudice to our other rights and remedies, we reserve the right, following written notice to you, to promptly disable your (or any Authorised Parties’) Login Details and suspend your (or any Authorised Parties’) access and use of the Products in the event we have reasonable and justifiable belief that any User has breached any of the provisions set out herein.
You acknowledge that you shall be responsible for all use of the Products by Users and any Authorised Parties. You shall be liable for breach of this Agreement by a User or an Authorised Party as if it were a breach by you. We reserve the right to suspend the access of any User or Authorised Party we believe, acting reasonably, is not using a Product for your benefit and on your behalf.
You are responsible for ensuring that your computer systems utilise an up-to-date browser and operating system free from malware or meet any other requirements and specifications as set out in an Order Form, any applicable Documentation or as communicated to you by us from time to time. You further acknowledge that you will use the latest version of the Products to ensure optimal performance, security, and support. Your failure to use the latest version of the Products may result in limited functionality or service suspension and we will not be liable for any loss or damage arising therefrom.
SIS DISCLAIMER
We shall use reasonable endeavours to always make the Products available to you and the Users, but we cannot guarantee an uninterrupted or fault free service.
Our ability to provide the Products may be impaired by conditions or circumstances that are beyond our control, including, without limitation third party service providers, App-Store availability, geographic or atmospheric conditions, local physical obstructions, software and hardware features or functionality of your Devices, personal computer, operating system, and the number of other Users logging onto the Products at the same time. We shall take reasonable action to minimise the disruption caused by such circumstances, but you acknowledge, agree and accept that some such interruptions may not be avoidable.
We use industry standard security measures to protect against the loss, misuse and alteration of the information, data, and/or content handled by our Products. However, you acknowledge and agree that we cannot guarantee complete security of such information, data, and/or content or that our security measures will prevent hacks, worms, bugs, trojans or such other similar devices that may allow access to or unauthorised viewing of such information, data, and/or content.
We reserve the right to charge for additional storage or fees at the rates specified on our Websites if applicable to your Order and as identified in your Scope of Use. We may impose new, or may modify existing, storage limits for the Products at any time in our discretion, with or without notice to you.
We reserve the right to make changes to the Products or part thereof, from time to time at our sole discretion, and we may from time-to-time update, add, remove, modify and/or vary any features or functionalities of the Products. Such changes shall not however, remove any material element of functionality previously available as part of the Products (insofar as such functionality relates to the intended use of the Product).
FEES AND PAYMENT
All Fees are payable in advance and are non-refundable, save as expressly stated in this Agreement.
You shall notify us immediately in the event you cease to comply with any of the restrictions applicable to any of your then current Orders. In the event we receive your notice, or we deem acting reasonably that you have exceeded the restrictions of an Order (including the number of Users permitted), we reserve the right to change your Order in accordance with Section 2, which may result in additional Fees being payable by you. We reserve the right to deduct such Fees from your original method of payment or invoice you for the additional amount.
If you made a payment for your Subscription(s) using an online payment processing service (operated by us or by one of our payment processing partners such as Stripe) you hereby authorise us to use the payment credentials provided by you for any Fees due for any Subscription Terms which are renewed in accordance with Section 2.3. Any invoices are payable within fifteen (15) days of the invoice date. If we do not receive your payment by the applicable due date, we reserve the right (a) to charge interest on all invoices presented to you which are not paid by the applicable due date at the annual rate of 10%, such interest to accrue on a daily basis from the date on which payment became overdue up to the date on which SIS receives the full outstanding amount together with all accrued interest, whether before or after judgement; and (b) to withhold or suspend your access to the Product(s) and/or terminate your Order(s) or this Agreement.
We reserve the right to increase the Fees at any time on notice to you, which shall take effect from the start of the next applicable Subscription Term following the Subscription Term in which we gave notice to you. Fees for all Products will increase by at least 5% upon each renewal of a Subscription Term unless otherwise notified to you or agreed between the parties in writing.
All Fees and other amounts payable by you under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, you are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local government, financial institution or regulatory authority on any amounts payable by you hereunder, other than any taxes imposed on SIS’s income. If at any time any Applicable Law requires you to make any deduction or withholding from payment of the Fees, the sum due from you with respect to such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, SIS receives a net sum equal to the sum which SIS would have received had no deduction or withholding been required.
All amounts payable to SIS under this Agreement shall be paid by you to SIS in full without any setoff, recoupment, counterclaim, deduction, debit, or withhold for any reason.
You are responsible for your own electronic funds transfers, transfer or other related service fees or charges related to payment to SIS.
All monetary amounts in this Agreement are stated and shall be paid in the currency noted on the Order Form.
If you subscribe for a Product which authorises us to collect payments from your customers then your use of such Product is subject to our applicable service fee from time to time. Our service fee is calculated as a percentage of the gross transaction value (inclusive of VAT) per order, booking or reservation (“Bookings”), plus VAT at the prevailing rate (“Booking Fee”). The payment processing service will be operated by one of our payment processing partners such as Stripe and this service is provided subject to clause 10 (Third Party Terms). You will receive an amount equal to the gross transaction value for your Bookings during the relevant payment period, less the Booking Fee, less any relevant adjustments for refunds paid to customers during the relevant payment period.
DURATION, SUSPENSION AND TERMINATION
Duration
This Agreement shall commence on the Effective Date and continue in effect until the expiry of all Order Forms unless terminated earlier pursuant to the terms of this Agreement. All Products are provided on a subscription basis (a “Subscription”) for the term specified in your Order(s) (a “Subscription Term”).
Suspension
Notwithstanding anything to the contrary in this Agreement, SIS may directly or indirectly by any lawful means suspend, either temporarily or permanently, your access to or use of all or any part of the Products, without incurring any resulting obligation or liability if:
SIS receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires SIS to do so;
Subject to Applicable Law, you cease to continue your business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or
Your use of the Products places SIS at risk of non-compliance with Applicable Law;
SIS believes in its good faith and reasonable discretion:
a. You or any User has failed to comply with any material term of this Agreement, or has accessed or used the Products beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any material instruction or requirements;
b. You or any User is, has been or is likely to be involved in any fraudulent, misleading, or unlawful activities; or
c. Your use of the Products disrupts or poses a security risk to Products or to any other customer or vendor of SIS.
Any such suspension described in Section 6.2 is a “Service Suspension”. This Section 6.2 does not limit any of SIS’s rights or remedies whether at law, in equity, or under this Agreement.
SIS shall use commercially reasonable efforts to provide written notice of any Service Suspension to you and to provide updates regarding resumption of access to the Products following any Service Suspension. SIS shall use commercially reasonable efforts to resume providing access to the Products as soon as reasonably possible after the event giving rise to the Service Suspension is cured. SIS will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you may incur as a result of a legitimate Service Suspension.
Termination
SIS may terminate this Agreement, effective on written notice to you, if you breach any of Your obligations under Section 3 and 5.
Either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (a) is incapable of cure; or (b) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach; and
Either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party (a) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (b) files, or has filed against it, a petition for voluntary bankruptcy or otherwise becomes subject, voluntarily or involuntary, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (c) makes or seeks to make a general assignment for the benefit of its credits; or (d) applies for or has appointed a receiver, trustee custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business (e ) there is a force majeure (as specified in Section 11.1.1) event lasting more than 30 days.
Effect of Termination
Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement:
all Subscriptions, rights, licenses, consents, and authorizations granted by either party to the other hereunder will immediately terminate;
You shall immediately discontinue use of the Products on all devices and you shall delete or destroy all electronic and physical stand-alone copies of the Products.
Except for termination by you in accordance with Section 6.3.2 or 6.3.3 under which you shall be entitled to a pro-rated refund of any unused portion of the Fees, termination will not relieve you of your obligation to pay any Fees accrued or payable to SIS under the terms of this Agreement and you shall remain obligated to pay all Fees owed for the remainder of any Subscription Term for the Products, all of which shall become immediately due and payable.
SIS will make available your Confidential Information entered into the Products for 30 days following termination or expiration of this Agreement. SIS will have no obligation to retain, maintain or provide you with such data after 30 days from the date of termination, unless otherwise agreed to in writing between the parties. After the 30-day retention period, SIS may, in its sole discretion, delete or destroy all copies of your Confidential Information in its possession or control. In the event you continue to use the Products following the 30-day retention period, your Subscription shall be deemed to be automatically renewed for the same length as the immediately preceding Subscription Term, and you shall be liable for the Fees associated therewith.
Notwithstanding anything to the contrary in this Agreement, SIS may retain the Confidential Information (a) solely to the extent and for so long as required by Applicable Law; or (b) in its backups, archives, and disaster recovery systems until such Confidential Information is deleted in the ordinary course, provided all such information described in this section remain subject to the confidentiality requirements of this Agreement.
INTELLECTUAL PROPERTY RIGHTS, USAGE DATA AND FEEDBACK
The Products, the Websites and the Documentation, including all Intellectual Property, title and interest therein, and all upgrades and other adaptations and modifications of or to the foregoing (including as developed by us in the course of providing Support Services), are owned or licensed by, and are proprietary to SIS. Except as expressly provided in this Agreement, we grant no rights or licences under this Agreement whatsoever in or to Products or the Object Code or Source Code therein. All rights and licences to Products not expressly granted herein are hereby reserved by us. No title to or ownership of any Products or Source code or Proprietary rights related to Products or any related materials is transferred to you under this Agreement. You are expressly prohibited from:
reproducing, copying, editing, transmitting, uploading or incorporating into any other materials, any of the Products or the Websites; and
removing, modifying, altering or using any registered or unregistered marks/logos/design owned by us and/or its licensors, and doing anything which may be seen to take unfair advantage of our reputation and goodwill or could be considered an infringement of any of the rights in the Intellectual Property Rights owned by and/or licensed to us.
You and/or your licensors own all rights in the Intellectual Property Rights relating to the Content. Except as licenced to us in accordance with this Agreement, all right, title and interest in and to the Content will remain exclusively with you and/or your licensors.
Save where expressly permitted under this Agreement, we are expressly prohibited from:
reproducing, copying, editing, transmitting, uploading or incorporating into any other materials, any of the Content; and
removing, modifying, altering or using any registered or unregistered marks/logos/design owned by you and/or your licensors, and doing anything which may be seen to take unfair advantage of your reputation and goodwill or could be considered an infringement of any of the rights in the Intellectual Property Rights owned by and/or licensed to you.
You acknowledge and agree that (i) we may monitor the use of the Products by you and collect data relating to such use solely for purposes of: (a) providing the Products, (b) ensuring compliance with this Agreement, and (c) planning, development and improvements with respect to the Products; (ii) we may publish and display Usage Data for the promotion of the Products, during the Term of this Agreement and thereafter, as long as the Usage Data is aggregated and anonymised such that any customers, users or other information cannot be identified, extracted, inferred, reverse-engineered, extrapolated or interpolated.
From time to time, you may choose to submit comments, information, questions, data, ideas, description of processes, or other information to us, (“Feedback”). We may in connection with the Products freely use, copy, disclose, licence, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information, and nothing in this Agreement limits our right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
CONFIDENTIALITY
Confidential Information. In connection with this Agreement each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). Subject to Section 5.2, “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, Intellectual Property, Customer Data, Personal Data, pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, whether or not marked, designated, or otherwise identified as “confidential”.
Exclusions. Confidential Information does not include any information that (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that to the Receiving Party’s knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; (d) was or is independently developed by the Receiving Party or its Representatives without reference to or use of any Confidential Information; (e) was at the time of disclosure in the possession of the Receiving Party or any of its Representatives and was obtained without an obligation of confidence; or (f) is intentionally released for disclosure by the Disclosing Party or with the Disclosing Party’s prior written consent.
Protection of Confidential Information. As a condition to be provided with any disclosure of or access to Confidential Information, the Receiving Party shall:
not make any unauthorized use or disclosure, in whole or in part, of the Confidential Information or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;
Except as may be permitted under Section 5.4, not to disclose or permit access to Confidential Information other than to its Representatives who:
a. need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights and performance of its obligations under and in accordance with this Agreement;
b. have been informed of the confidential nature of the Confidential Information; and
c. are subject to confidentiality duties or obligations to the Receiving Party which are no less restrictive than the terms applicable to the Confidential Information under this Agreement.
Protect and safeguard the confidentiality of all such Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; and
Promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and take all reasonable steps to prevent further unauthorized use or disclosure.
Permitted Disclosure. Notwithstanding the foregoing, SIS may access or disclose Your Confidential Information if: (a) to perform under or enforce the terms of this Agreement, including instructing a third party for collection of outstanding amounts owed by You under this Agreement; (b) to protect the security or integrity of the Products; (c) to respond to an emergency which SIS believes in its reasonable opinion requires SIS to disclose information to assist in preventing a death or serious bodily injury; (d) in connection with a change of control or a potential change of control of SIS or a SIS Affiliate; or (e) compelled by Applicable Law, provided that reasonable measures are used to preserve the confidentiality of the Confidential Information being disclosed and the Disclosing Party is provided reasonable notice of same. In each of the foregoing cases, SIS will disclose only such Confidential Information as SIS believes, in good faith, is necessary.
Publicity. You hereby grant SIS a non-exclusive, worldwide, royalty-free and fully paid license to use, display, mention Your name, logo and/or mark in SIS marketing material and statements (whether oral or in writing) including any press release, external advertising, marketing or promotion materials regarding the Service or its business for the duration that You are in contract with SIS. You may withdraw this license at any time by emailing legal@signinsolutions.com.
Case Study. You hereby agree to participate in the development of a case study (or a similar asset) highlighting the success of your use of the Products that may be used by SIS for business development purposes. You shall have the right to approve the case study materials prior to any publication, but such approval shall not be unreasonably delayed or withheld. Notwithstanding the foregoing, SIS shall have no obligation to develop or publish a case study with respect to Your use of the Products.
WARRANTIES, LIMITATION OF LIABILITY AND INDEMNITY
Indemnities
Indemnification by You. You shall defend, indemnify, and hold SIS and SIS Representatives harmless against any loss, damage, or cost (including reasonable attorneys’ fees) incurred in connection with a claim, demand, suit, or proceeding by a third party alleging that your use of the Products (i) infringes upon the privacy rights of a third party, (ii) is in violation or alleged violation of any Applicable Laws, or (iii) is a result of your or your User’s negligence, wilful misconduct, or use of the Products in a manner not authorized by this Agreement, provided you are notified in writing by SIS as soon as reasonably practicable as to any such claim. SIS shall provide reasonable information, cooperation and assistance in defending any such claim
Indemnification by SIS. SIS shall defend, indemnify, and hold you, your directors, officers, employees, and Affiliates harmless against any loss, damage, or cost, and any lawsuit to the extent based thereon, that is brought by a third party against you alleging that the Products infringe any patent, trade secret, copyright or other Intellectual Property Rights (“Infringement Claim”), so long as SIS is notified in writing by you as soon as reasonably practicable as to any such Infringement Claim. If SIS believes that the Products may be subject to an Infringement Claim, or your use of the Products is held to infringe and its use is enjoined, or threatened to be enjoined, then SIS will, at SIS’s own expense and option: (i) procure for you the right to continue using the Products; or (ii) replace same with non-infringing Products; or (iii) modify the Products so that it becomes non-infringing. If none of the foregoing is available on terms that are commercially reasonable for SIS, then SIS may terminate your rights to access and use those portions of the Products that are subject to such Infringement Claim, in which case SIS will refund you a pro rata amount of any prepaid fees applicable to the unutilized portion of the Subscription Term of the terminated Products. THIS SECTION 9.1.2 REPRESENTS THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO YOU AGAINST SIS FOR ANY INFRINGEMENT CLAIMS. Notwithstanding the foregoing, SIS has no obligation with respect to any actual or claimed infringement if the Infringement Claim is solely caused by your data, Content, use of the Products other than as specified in Documentation, or your combination of the Products with any other products, software, services, data or other materials not provided by, required by, or approved by SIS, unless such use is necessary in order to use the Products as instructed by SIS.
Exclusion of warranties
You hereby warrant that (a) all users with administrative access to the Products are at least 18 years old; (b) you have the right and capacity to enter into and be bound by this Agreement; and (c) you shall comply with all applicable laws regarding the use of the Products.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) THE PRODUCTS ARE PROVIDED “AS IS”, “WHERE IS” AND “AS AVAILABLE”, AND WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY (INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR PURPOSE, SYSTEM INTEGRATION, OR WARRANTIES WITH RESPECT TO THE QUALITY, AND/OR PERFORMANCE OF, THE PRODUCTS); AND (B) WE DO NOT REPRESENT, WARRANT OR PROVIDE ANY OTHER FORM OF GUARANTEE THAT THE PRODUCTS MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR ARE ERROR FREE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US, OUR AGENTS, OUR THIRD-PARTY SERVICE PROVIDERS, SUBCONTRACTORS, OFFICERS, EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE WITH RESPECT TO US. THE PRODUCTS MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT TO THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
Limitation of Liability
Nothing in this Agreement shall be deemed to exclude, restrict or limit liability for the following categories
death or personal injury resulting from negligence; or
any liability for fraudulent misrepresentation.
Subject to Section 9.4 we shall not be responsible for any:
loss of profits, sales, business, or revenue;
loss or corruption of data, information or software;
loss of business opportunity;
loss of anticipated savings;
loss of goodwill; or
special, indirect or consequential loss,
whether such losses, damages, costs and expenses resulted from your or our negligence, failure to comply with this Agreement or otherwise.
Except in connection with (a) a party’s breach, violation, infringement or misappropriation of (i) the other party’s Intellectual Property Rights, or (ii) a third party’s intellectual property rights; or (b) your liability for your payment obligations hereunder, the total amount of either party’s liability to the other party per claim or series of related claims shall not exceed the Fees paid by you to us in the twelve (12) month period immediately preceding the month in which the claim arose (provided that all claims arising from the same or substantially the same circumstances will be treated as one, and will be treated as arising on the date on which the first such claim arose).
THIRD PARTY PRODUCTS AND SERVICES
Third-Party Developers
The Products may include the ability for you to integrate with Customer Integrations that are developed by third parties (“Third Party Developers”). You acknowledge and agree that:
SIS is not such Third Party Developers and is not an Affiliate of such Third Party Developers;
To the extent that you authorize the use of the Products in connection with Customer Integrations, you consent to SIS releasing to Third Party Developers any Confidential Information reasonably required by such Third Party Developers for the proper use of such Customer Integrations, and such Third Party Developer’s use of such Confidential Information shall be governed by your agreement with such Third Party Developers;
SIS does not monitor or have any control over, and makes no claim or representation regarding Customer Integrations or Third Party Developers and SIS is not responsible or liable, directly or indirectly, for any damage, loss or liability caused or alleged to be caused by or in connection with any use of or reliance on any of the foregoing; and
You may use Customer Integrations with the Products at your sole risk and SIS shall have no liability for any failure of Customer Integrations and/or the Products based on your failure to properly develop, program, install, configure, or monitor your use of the Customer Integrations with the Products.
SIS makes no representations or warranties regarding Third Party Developers, Customer Integrations, or their use of Confidential Information, to anyone, express, implied or statutory (including warranties of design, operation, or fitness for any use or purpose). No representation or warranty by such Third Party Developers is binding on SIS nor shall breach of such representation or warranty relieve you of your obligations to SIS. Third Party Developers may require you to enter into license agreements or pay license fees for the use of Customer Integrations, which, unless expressly set out herein, are not included in the Fees.
The Products may contain features designed to interoperate with Customer Integrations. To use such features, you may be required to obtain access to such Customer Integrations directly from the provider or through SIS as a reseller. If the provider of any such Customer Integrations ceases to make the Customer Integrations available for interoperation with the corresponding Product feature, SIS may cease to provide such Product features without any obligation of a refund, credit or other compensation to You.
Third-Party Services
The Products may contain links to and integrations with the third-party services (“Third Party Services”). These Third Party Services are not owned or controlled by us and we have no control over, and assume no responsibility for, the content, privacy policies, results obtained from, reports or practices of any Third Party Services. We do not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Services, and the inclusion of any link in the Products, or any other services provided in connection with them is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by us of any information contained in any Third Party Service or associated websites. In no event will we be responsible for the information contained in, or results obtained from, such third party website or for your use of or inability to use such website. Access to any third party website is at your own risk, and you acknowledge and understand that linked Third Party Services may contain terms and privacy policies that are different from ours. We are not responsible for such provisions, and expressly disclaim any liability for them. We shall be entitled to cease or suspend any Third Party Services, in whole or in part, in our sole and absolute discretion, without liability and with or without notice to the you if we reasonably and in good faith believes such suspension is necessary to prevent unauthorized, or excessive use of the Third Party Services or to prevent an ongoing violation of any applicable laws or regulations.
The use of Third Party Services may be subject to additional fees which shall be set out in your Order Form. You may also be required to obtain your own licenses to certain Third Party Services, in which case, You will be solely responsible for all such fees.
Open Source Software
The Products may include code and libraries licensed to SIS by third parties, including open-source software. Open-source software may be used according to the terms and conditions of the specific licence under which the relevant open-source software is distributed, but is provided “as is” and expressly subject to the disclaimer under Section 4.
GENERAL PROVISIONS
If either party is prevented or delayed from performing any of its obligations under this Agreement by acts of God, war, hostilities, riot, fire, epidemics, pandemics, explosion, accident, flood, sabotage, lack of adequate power or labour, strike, lock-out or injunction, compliance with governmental laws, regulations or orders or any other cause which affects performance of this Agreement arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of the party affected (“Force Majeure”) its obligations under this Agreement shall be suspended for so long as the Force Majeure continues and to the extent that that party is so prevented, hindered or delayed. If any Force Majeure prevails for a continuous period in excess of 60 days, either party shall be entitled to terminate this Agreement in its entirety or in part by giving notice in writing to the other party.
The Products and SIS Materials, technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. SIS and you each represent that it is not named on any U.S. government denied-party list or similar list in any other jurisdictions. You will not permit any User to access or use any Products in a U.S.-embargoed country or region or in violation of any U.S. export law or regulation or in violation of any other country’s export laws or regulations directly applicable to SIS or its Affiliates.
Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.
You shall ensure that you have in existence and have maintained and enforced an adequate anti- slavery and human trafficking policy with required procedures in place to ensure compliance with all applicable legislations, statutes and codes from time to time in force under Applicable Law including but not limited to the Modern Slavery Act 2015. You shall (i) upon request by SIS, certify in writing that you remain in compliance with this Section 11.1.4; and (ii) not directly or indirectly, engage in or conspire to engage in any transaction that violates, or attempts to violate, any of the material provisions set forth in any applicable economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by His Majesty, the European Union, the US Government (including those administered by OFAC), the United Nations or any other relevant sanctions authority.
If we fail at any time to insist upon strict performance of our obligations under this Agreement, or if we fail to exercise any of the rights or remedies to which we are entitled to under this Agreement, this will not constitute a waiver of any such rights or remedies and shall not relieve you from compliance with such obligations.
You shall comply with all foreign and local laws and regulations which apply to your use of the Product in whatever country you are physically located, including without limitation, export control laws and regulations.
A waiver by us of any default shall not constitute a waiver of any subsequent default.
No waiver by us of any of the terms of this Agreement shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
All notification and communication should be sent to the contact details set out on the page “Contracting Entity and Jurisdiction” located here. A notice or communication is deemed given: (i) if delivered personally, when left at the relevant party’s address; (ii) if sent by post, two working days after posting it; (iii) if sent by email on completion of its transmission.
If any term, condition or provision of this Agreement are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent, be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.
This Agreement (and any Orders) represent the entire agreement between you and us in respect of your use of the Websites and the Products and shall supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
The provisions set forth in the following Sections, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement will survive any expiration or termination of this Agreement: Section 5 (Fees and Payment), Section 8 (Confidential Information), Section 9.1 (Indemnification), Section 7 (Intellectual Property), Section 6.4 (Effects of Termination), Section 9.3 (Limitation of Liability), Section 11 (General Provisions).
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. You may not assign or transfer this Agreement (in whole or in part) or any of your rights or obligations hereunder, unless you make a request in writing in advance and we reply in writing consenting to your request. We may require you and the proposed assignee/transferee to agree to additional terms or pay additional fees. We do not give blanket consents, so you will follow these procedures for each additional or subsequent transfer or assignment you or your permitted assignees/transferees wish to make. We may assign this Agreement and any of our rights or obligations under this Agreement to an Affiliate, in our sole discretion.
You acknowledge that in entering into this Agreement, you have not relied on any representations, undertaking or promise given by or implied from anything said or written whether on the Websites, the Internet or in negotiation between us (whether made innocently or negligently) except as expressly set out in this Agreement.
Except as provided explicitly herein, a person who is not a party to this agreement shall not have any rights to enforce any of the provisions of this agreement.
The parties agree that the United Nations Convention on the International Sale of Goods shall not apply to this Agreement and shall not apply to any Order Form issued in connection herewith.
This Agreement is governed by and construed in accordance with the laws of the applicable legal jurisdiction as set out on the page “Contracting Entity and Jurisdiction”.
We may alter or amend this Agreement by giving reasonable notice to you by email. By continuing (or Users continuing) to use the Products after expiry of the notice period, you will be deemed to have accepted any amendment to this Agreement.
Definitions
“Affiliate” means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, whereby "control" (including, with correlative meaning, the terms "controlled by" and "under common control") means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
“Agreement” means the entire agreement between SIS and you for the provision of the Products and any additional services and includes these terms and conditions, any schedules, addendums or exhibits referenced herein, and any Order Form in effect.
“Applicable Law” means any local, state, provincial, federal and foreign laws or orders of any governmental or regulatory authority applicable to the provision of the Products and Your use thereof, including without limitation, data protection and privacy laws.
“App-Store” means the third party app-stores we may offer the applicable Products for download through;
“Authorised Parties“ shall mean those Affiliates (meaning any present or future entity controlling, controlled by, or under your common control), service providers, or other third parties authorised by you as identified in Order, provided in each case that you are responsible for each Authorised Party's compliance with this Agreement and remain fully liable for any breach of the terms of this Agreement by any such Authorised Party.
“Beta Versions” means any pre-release, beta products and/or features of generally available Products that SIS makes available that are still under development.
“Companion App” means the mobile application we make available to download and install onto a Device from the App-Store (and which includes any updates, enhancements, modifications or variations thereto) which we make available as part of the Management Portal in connection with the Sign In App Visitor Management Application;
“Confidential Information” has the meaning ascribed to it under Section 8.1.
“Content” means any and all data, files, documents, multimedia files, third party links, images, videos, and any other information or material whatsoever (in any format) made available by you, your or any Users (including any content owned by a third party) in connection with the use of the Products or otherwise accessed and/or processed using the Products;
“Customer Integrations” means third party applications, APIs, or SDKs, that are not included as part of the Products but may be used in conjunction with the Products through integrations.
“Data Protection Laws” has the meaning ascribed to it in the Data Processing Addendum.
“Documentation” means this Agreement, any Order Form, statement of work, or any other user documentation or technical specifications related to the use or operation of the Products, each as made available by SIS electronically via the Products or otherwise in writing.
“Effective Date” means the date identified on the Order Form.
“Fees” means all amounts payable by your to SIS pursuant to this Agreement, plus all duties, levies, taxes and other fees in association with your use of the Services.
“Hardware” means the equipment, Devices and any hardware materials (including any devices) you purchase or rent from us and as set out in an Order Form.
“Intellectual Property” means all systems, applications, software code (in any form, including source code, executable or object code), algorithms, tool-kits, technology, widgets, formulae, programs, concepts, databases, designs, diagrams, documentation, drawings, charts, ideas, inventions (whether or not such inventions are patentable), know-how, trademarks (whether registered or not), brand names, logos, slogans, methods, techniques, models, procedures, and processes.
“Intellectual Property Rights” means all intellectual property rights throughout the world including without limitation, (a) any right arising under any patent, copyright, trademark, trade secret or other intellectual property law anywhere in the world; (b) all software (including all related data), processes, methodologies, technologies, algorithms, architectures, techniques, designs, reports, works of authorship, video recordings, audio recordings, photographs, models, trade secrets, customer and supplier lists, pricing and cost information, business and marketing plans and proposals, trademarks, service marks, logos, business names, formulae, ideas, inventions (including all patents, patent applications, patent disclosures, and any reissuances, continuations, continuations-in-part, revisions, and re-examinations thereof), discoveries, programmer interfaces, specifications, operating instructions, know-how, drawings, concepts, notes, manuals, documentation, training materials, and job aids, regardless of whether intellectual property rights actually inhere in any such items; (c) any other tangible or intangible items in which intellectual property rights may inhere; and (d) all modifications, enhancements, translations, adaptations, derivations/derivative works, and combinations of any of the foregoing, patents, utility models, trade and service marks, trade names, domain names, right in designs, copyrights, moral rights, topography rights, rights in databases, trade secrets and know-how and in all cases whether or not registered or register able and including registrations and applications for registration of any of these and rights to apply for the same, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world;
“Login Details” means the unique username and password required for all Users to access and use the Products;
“Management Portal” means the administrative portal of the Sign In App Visitor Management Application accessible with the Login Details on the Websites or through a Companion App through which a User may manage the Reception App;
“Reception App” means the mobile application forming part of Sign In App Visitor Management Application that we make available to download and install onto a Device from the App-Store (and which includes any updates, enhancements, modifications or variations thereto) and which is used to interact with your Site(s) visitors during the signing in and out process;
“Order” means an order in respect of a Subscription for one or more Products, Hardware, Third Party Hardware and/or other applicable services (Including Success Services) hat you submit to us (whether via the Websites or by email) and which is accepted by us in accordance with this Agreement and confirmed in an Order Form;;
“Order Form” means the document confirming your Order including any purchase order, statement of work, invoice, or supplements thereto.
“Personal Data” has the meaning ascribed to it in the Data Processing Addendum.
“Representatives” means, with respect to a party, that party and its Affiliates’ employees, directors, officers, general partners, shareholders, owners, service providers, sublicensees, independent contractors, subcontractors, agents, advisors, and consultants.
“Scope of Use” means your permitted scope of use for one or more Products as specified in an Order Form.
“Sensitive Data” has the meaning ascribed to it under the Data Processing Addendum.
“Security Incident” has the meaning ascribed to it under the Data Processing Addendum.
“Site” shall mean a single building as more specifically identified in an Order Form;
“Subscription” means the purchase of a Product or Products (on a subscription basis) under an Order Form.
“Subscription Term” means the term of the Subscription to the Products as identified in an Order Form, including any renewals thereto.
“Success Services” means, to the extent applicable, any additional services purchased by you in relation to the Products under an Order Form, pursuant to Success Services Addendum.
“Third Party Hardware” means, to the extent applicable, any product that is purchased by you from SIS under an Order Form, pursuant to the Hardware Addendum.
“Usage Data” means: (i) the number of Users and the geographical location where such Users are located (but not, for the sake of clarity, the identity of any User or the specific location), (ii) counts of sign in activity and feature usage, (iii) Identifying global trends and behaviour patterns, (iv) device models, screen sizes and software versions in use including operating systems, (v) general site locations and number of active users (for the sake of clarity, within the United States at the State level or within Canada at the Province level, and (vi) error frequency and patterns. For clarity, Usage Data does not include any Personal Data and shall be treated as Confidential Information.
“Users” means your employees, consultants, contractors, agents or anyone whom you authorise or permit to access and use the Products under the rights granted to your pursuant to this Agreement.
“SIS Materials” means the Products and SIS Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by SIS or any its third party it appoints in connection with the Products or otherwise comprise or relate to the Products or SIS Systems. For the avoidance of doubt, SIS Materials include Usage Data and any information, data, or other content derived from SIS’s monitoring of your access to or use of the Products but does not include your Personal Data.
“SIS Systems” means the information technology infrastructure used by or on behalf of SIS in delivering the Products, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by SIS or through the use of third-party services.