ASSA ABLOY CONNECT CUSTOMER PORTAL

Terms of Use

These Terms of Use are between ASSA ABLOY Sales and Marketing Group, Inc. and its affiliates (collectively and individually, "ASSA ABLOY") and you, individually and on behalf of any company that you represent as a customer of ASSA ABLOY in entering into the Agreement (as defined below) and accessing the Portal ("you" or "your").

Use of the ASSA ABLOY Connect Customer Portal (the "Portal") and its associated content including, but not limited to, information regarding your orders, billing, credit, account statements, quotes, buying programs, key systems, online ordering systems, product configurators and selectors, technical specifications, logos, and marketing content (together or individually, the "Content") is conditioned upon acceptance of and compliance with these Terms of Use, as well as any policies, guidelines, or amendments thereto that may be added by ASSA ABLOY from time to time (collectively, the "Agreement").

By clicking "I accept" or by accessing the Portal, you represent that you have read, understood and agree on behalf of yourself and your company to be bound by this Agreement, and that if you are acting on behalf of your company you have the authority to do so.

Processing of Personal Information

By using the Portal, you acknowledge and agree that ASSA ABLOY may access, preserve, and disclose your account information and any Content associated with that account if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) satisfy any applicable law, regulation, legal process or enforceable governmental request, (b) enforce this Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues (including, without limitation, the filtering of spam), or (d) protect against imminent harm to the rights, property or safety of the Portal, its users or the public as required or permitted by law.

You understand that the technical processing and transmission of Portal services, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks, devices or services. You further understand and agree that ASSA ABLOY may process some or all actions taken by you when using the Portal, including but not limited to, creating session logs, frequency of access, functionalities used within the portal, requests made by you through the Portal and personal information provided by you for the express purposes of improving the functionality of the site and your experience when using it.

For more information about the Portal''s Privacy Policy, click here .

Responsibility of Customer

It is the responsibility of each customer to manage the access rights of its employees (each, a "User") to the Portal, and ASSA ABLOY disclaims any responsibility or liability for monitoring, granting, or denying such access rights. Each customer must appoint a Portal Account Administrator ("Administrator") who will be solely responsible for granting and rescinding access rights to the Portal on behalf of the customer. The customer is responsible for all activities that occur by any User under its account.

Responsibility of Portal Account Administrator

If you have been designated as the Administrator for a customer, it is your responsibility to assign usage rights to other Users within the customer''s account. You agree to notify ASSA ABLOY immediately of any unauthorized use of your password or account, or any other breach of security, via email at CustConnect.Americas@assaabloy.com.

Responsibility of Users

Each User is responsible for maintaining the confidentiality of their password, and for his/her activities within the Portal.

Restrictions

The Portal is intended for use by individuals who are 13 years of age or older. If you are under 13 years of age, you may not use the Portal. If you learn that a child under 13 has used the Portal, please contact ASSA ABLOY. If ASSA ABLOY becomes aware that a child under 13 has used the Portal, ASSA ABLOY will close the applicable account.

You shall not: (a) use the Portal in a manner that is inconsistent with this Agreement; (b) modify, edit, copy, reproduce, frame, create derivative works of, reverse engineer, alter, enhance, scrape or in any way exploit the Portal in any manner; (c) rent, lease, loan, sell, license, publish, republish, display, post, transmit, resell for profit, or distribute the Portal or any part of the Portal in any form by any means (in whole or in part); (d) remove or alter any proprietary notice or legend regarding ASSA ABLOY''s proprietary rights in the Portal; (e) use or access the Portal in violation of export laws and regulations of the United States of America; (f) transmit any worms or viruses or any code of a destructive nature on or through the Portal or introduce software or automated agents to the Portal, generate automated messages, or strip or mine data from the Portal; (g) use the Portal or any information obtained from the Portal in order to contact, advertise to, solicit, or sell to any user without their prior explicit consent; (h) access, tamper with, or use non-public areas of the Portal, ASSA ABLOY computer systems, or the technical delivery systems of ASSA ABLOY providers; (i) attempt to probe, scan or test the vulnerability of any ASSA ABLOY system or network or breach any security or authentication measures; (j) avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by ASSA ABLOY or any of ASSA ABLOY''s providers or any other third party (including another user) to protect the Portal or Content; (k) attempt to access, copy, monitor or search the Portal or Content or download content from the Portal through the use of any engine, software, tool, program, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by ASSA ABLOY or other generally available third-party web browsers; (l) use any meta tags or other hidden text or metadata utilizing a trademark, logo URL or product name of ASSA ABLOY without ASSA ABLOY''s express written consent; (m) use the Portal or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by this Agreement; (n) in any way use the Portal or Content to send altered, deceptive or false source-identifying information; (o) attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Portal or Content; (p) interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Portal; (q) collect or store any personally identifiable information from the Portal from other users of the Portal without their express permission; (r) use the Portal in any way that: (i) violates any applicable law or regulation; (ii) accesses or copies any data or information of other users; (iii) interferes with or disrupts the integrity or performance of the Portal or the information contained therein; (iv) abuses, intimidates, harasses, threatens or interferes with another user''s use of the Portal; (v) interferes with, disrupts or creates an undue burden on the Portal or the networks or Portal connected to the Portal or (vi) is otherwise not permitted by this Agreement; or (s) encourage or enable any other individual to do any of the foregoing (a) through (r).

You agree that you will not attempt to interrupt the operation of the Portal in any way. You will not impersonate any person or entity, or misrepresent your affiliation with a person or entity, or misrepresent the origin of any information that you provide to ASSA ABLOY. You agree to comply with all applicable laws and regulations in your use of the Portal. Possible evidence of use of this Portal for illegal purposes may be provided to law enforcement authorities.

Confidential Information

You shall not disclose to any third party any of ASSA ABLOY''s Confidential Information, and you shall not be permitted to use ASSA ABLOY''s Confidential Information for any purpose other than for using the Portal in accordance with ASSA ABLOY''s written instructions. "Confidential Information" shall mean any non-public information or materials provided by ASSA ABLOY in connection with the Portal. You shall use the same standard of care to safeguard ASSA ABLOY''s Confidential Information as you use to protect your own same or similar confidential information (but in no event less than a reasonable degree of care).

The foregoing restrictions around Confidential Information do not apply to any information that: (i) is publicly disclosed (except to the extent due to your acts or omissions), (ii) is already lawfully in your possession prior to disclosure and not subject to a confidentiality obligation to us, (iii) becomes known to you from a third party having no obligation of confidentiality, or (iv) is independently developed by you without reference to ASSA ABLOY''s Confidential Information. You shall be permitted to disclose Confidential Information to the extent legally required; provided, however you shall provide ASSA ABLOY with prior notice to the extent legally permissible.

Intellectual Property

ASSA ABLOY and its successors or assigns (or its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Portal and Content (including, but not limited to, all related software and source code) and any enhancements, modifications and/or derivative works thereto. You hereby grant ASSA ABLOY all right, title and interest in and to any suggestions, concepts, code, inventions, processes, content, works of authorship, ideas, enhancement requests, derivative works, feedback, recommendations or information provided by you or any other party relating to the Portal and/or Content. ASSA ABLOY''s name, logo, and the product names associated with the Portal are trademarks of ASSA ABLOY or its affiliated companies, and no right or license is granted to use them. ASSA ABLOY reserves all rights not expressly granted in and to the Portal and Content. Other than expressly permitted herein, you agree to not engage in the use, copying, or distribution of the Portal and/or any of the Content.

Links

The Portal may provide links to other third-party websites. ASSA ABLOY''s decision to link to a third-party website is not an endorsement of the content, products or Portal in the third-party website. ASSA ABLOY does not control these third-party websites and expressly disclaim any responsibility for the content, the accuracy of the information and any products or services available on the third-party websites. ASSA ABLOY has not investigated or monitored the third-party websites for accuracy or completeness. The third-party websites may have different privacy policies and security standards than the Portal.

Modifications to Portal

ASSA ABLOY reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Portal (or any part thereof) with or without notice. You agree that ASSA ABLOY shall not be liable to you or to any third party with respect to any modification, suspension or discontinuance of the Portal.

Termination

ASSA ABLOY may suspend or terminate your use of or access to the Portal at any time in its sole and absolute discretion. ASSA ABLOY reserves the right to suspend or terminate anyone for any reason. A suspension or termination may result in the permanent deletion of your information or other previously available content. In the event of a termination of this Agreement, any of ASSA ABLOY''s rights here under will survive such termination, and the following clauses shall expressly survive such termination "Confidential Information", "Intellectual Property", "Indemnity", "Disclaimer of Warranties", "Limitation of Liability", "Changes" and "General".

Indemnity

You agree to hold harmless and indemnify ASSA ABLOY and its affiliates and each of their respective officers, directors, agents, employees, contractors, advertisers, licensors, suppliers or partners from and against any third party claim arising from or in any way related to your use of the Portal, violation of this Agreement or any other actions connected with use of Portal services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorney''s fees, of every kind and nature. ASSA ABLOY will provide you with written notice of any such claim, suit or action.

Disclaimer of Warranties

USE OF THE PORTAL IS AT YOUR SOLE RISK. YOU ASSUME FULL RESPONSIBILITY FOR ALL RISK ASSOCIATED THEREWITH. ALL INFORMATION, PRODUCTS, OR SERVICES CONTAINED ON OR PROVIDED THROUGH THE PORTAL, IF ANY, ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTIES OR CONDITIONS. ASSA ABLOY RESERVES THE RIGHT, IN ASSA ABLOY''S SOLE DISCRETION AND WITHOUT ANY OBLIGATION, TO CORRECT ANY ERROR OR OMISSIONS IN ANY PORTION OF THE PORTAL, WITH OR WITHOUT NOTICE TO YOU.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ASSA ABLOY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. THESE INCLUDE, BUT ARE NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. YOU UNDERSTAND THAT ASSA ABLOY CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE PORTAL WILL BE FREE OF VIRUSES, MALWARE, OR OTHER DESTRUCTIVE CODE. ASSA ABLOY WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY ANY TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR SMART PHONE, COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PORTAL.

WITHOUT LIMITING THE FOREGOING, ASSA ABLOY MAKES NO WARRANTY AS TO THE SECURITY, RELIABILITY, AVAILABILITY, ACCURACY, QUALITY, TIMELINESS, USEFULNESS, ADEQUACY, COMPLETENESS, OR SUITABILITY OF THE PORTAL. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation of Liability

In no event will ASSA ABLOY be liable for any special, punitive, indirect, incidental, or consequential damages, direct damages, or personal injury, wrongful death, loss of goodwill, loss of use, emotional distress, business losses, share price reduction, loss of profits, loss of revenue, interruption of service, or loss of data, whether in any action in warranty, contract, tort, or any other theory of liability (including, but not limited to negligence or fundamental breach), or otherwise arising out of or in any way connected with the use of, reliance on, or the inability to use, the Portal. ASSA ABLOY will not be subject to liability for the truth, accuracy, reliability, timeliness, or completeness of the content or any other information conveyed to you or for errors, mistakes, or omissions therein or for any delays or interruptions of the data or information stream from whatever cause. You agree that your use of the Portal is at your own risk.

To the extent any of the above limitations of liability are restricted by applicable federal, state, or local law, such limitations will not apply to the extent of such restrictions.

Changes to the Agreement

We may, without advance notice, supplement or change this Agreement at any time. Any changes made to this Agreement will be effective as soon as ASSA ABLOY posts them on the Portal. By accessing the Portal, you agree to be bound by this Agreement as posted on the Portal at the time of your access or use. It is your sole responsibility to review this Agreement each time you access or use the Portal so that you are aware of any changes to this Agreement. If any change to this Agreement is not acceptable to you, your sole remedy is to cease using the Portal.

General

Entire Agreement. This Agreement (including any policies, guidelines or amendments that may be presented to you from time to time, such as program policies and legal notices) constitutes the entire agreement between you and ASSA ABLOY and governs your use of the Portal, superseding any prior agreements between you and ASSA ABLOY for the use of the Portal. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other ASSA ABLOY services, affiliate services, third-party content or third-party software.

Assignment. ASSA ABLOY may assign this Agreement at any time, including, without limitation, to any parent, subsidiary, or any affiliated entity, or as part of the sale to, merger with, or other transfer to another entity. You may not assign, transfer or sublicense this Agreement to anyone else and any attempt to do so in violation of this section shall be null and void.

Governing Law and Venue. This Agreement and the relationship between you and ASSA ABLOY shall be governed by the laws of the State of Connecticut without regard to its conflict of law principles. You agree to submit to the personal and exclusive jurisdiction of the state or federal courts located within the State of Connecticut.

Waiver and Severability of Terms. The failure of ASSA ABLOY to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties'' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.

Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Portal or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Headings. The section headings in this Agreement are for convenience only and have no legal or contractual effect.