Terms of use
End User License Agreement & Terms of Use (“EULA for REM” or “EULA”)
1. SUBJECT OF AGREEMENT
1.1. dormakaba Switzerland Ltd ("dormakaba", "we" or "us") provides resivo, a cloud-based software-as-a-service solution, as updated, upgraded or newly released from time to time (“Access Solution”). The resivo Admin Portal (“resivo Admin Portal”) and the resivo utility application (“resivo Utility App”) (individually and collectively also referred to as “Application”) are components of the resivo Access Solution.
1.2. dormakaba or one of its affiliated companies may (i) designate You as an End User of the Application, or (ii) have entered into an individual software-as-a-service agreement (“SaaS Agreement”) with one of its customers, typically a real estate management company (“REM” or “Customer”), under which Customer (or one of Customer’s subcontractors or service-providers) may designate You as an End User of the Application. The relationship between Customer (or Customer’s subcontractor or service-provider) and You shall be as established between Customer (or Customer’s subcontractor or service-provider respectively) and Yourself.
1.3. Any access to or use of the Application by You is subject to this dormakaba EULA. This EULA is a binding agreement between You and dormakaba and governs Your use of the Application. “You” or “End User” means any individual person who accesses the resivo Admin Portal through the web browser and/or who has downloaded and installed the resivo Utility App on a mobile device.
1.4. Country Specific Terms. In addition, deviation or replacement of the general terms set out herein, there may be country specific terms which apply to You. Such country specific terms, if any, are set out in clause 18 – Country Specific Terms or in a country specific EULA for REM.
2. YOUR ACCEPTANCE OF THIS EULA
PLEASE READ THIS DOCUMENT CAREFULLY. BY CLICKING ON THE ACCEPTANCE BUTTON OR SIMILAR BUTTON, YOU ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU WILL NOT BE ABLE TO USE THE APPLICATION.
3. ACCESS TO THE APPLICATION; SYSTEM REQUIREMENTS
Upon accessing the resivo Admin Portal through a compatible web browser (via URL https://portal.resivo.io) or downloading and installing the resivo Utility App on a compatible mobile device ( the device on which the web browser is used and the mobile device are referred to as "Device") and registration with dormakaba, the Application allows You to interact with compatible dormakaba and/or third-party systems, products and services ("Compatible Systems"). You can find information on compatibility of Devices and systems under the following link: https://techdoc.dormakaba.com/cds/go/resivo-systemrequirements-en. The Application is provided to You free of additional charges and there is no remuneration to be paid by You to dormakaba.
4. DESCRIPTION OF THE APPLICATION; FUNCtIONALITIES
4.1. resivo Access Solution. The resivo Access Solution is provided as a cloud-based software-as-a-service solution for the planning, management, maintenance and surveillance of digital access systems to apartment buildings, i.e., residential estates with multiple apartments, users and residents. To implement the resivo Access Solution for a specific apartment building or building complex (“Real Estate”), dormakaba or a dormakaba affiliated company enters into a SaaS Agreement with a Customer. Customer is responsible to manage the resivo Access Solution for that Real Estate.
4.2. resivo Admin Portal. The resivo Admin Portal is the core application of the resivo Access Solution. Information created in the resivo Admin Portal will be used to apply the functionalities in the resivo Utility App and the resivo Home App. The resivo Admin Portal is used by REMs, among others, to add and manage Rental Properties and doors as well as the associated Tenant contracts. “Tenant” means an owner, resident or tenant of a confined space which may be rented or is owned by such Tenant as a single rental unit (e.g., an apartment together with an assigned compartment in the basement) (“Rental Property”) within a Real Estate.
4.3. resivo Utility App. The resivo Utility App is used by the REM. This Application allows to commission the rentable doors. Tenants can be moved in and out digitally with the resivo Utility App. The access right to a Rental Unit is transferred from the REM to the Tenant upon moving in and vice versa upon moving out.
4.4. Functionalities. The functionalities referred to above and further functionalities are described in more detail in the Application itself or the respective documentation.
5. Rights Of USe (RESIVO ADMIN PORTAL); LICENSE GRANT (RESIVO UTILITY APP)
5.1. Rights of Use (resivo Admin Portal). Subject to the terms of this EULA, dormakaba grants You a non-exclusive, non-assignable, and non-transferable right to access and use the resivo Admin Portal through a compatible web browser on a Device owned or otherwise controlled by You (i) for Your personal, non-commercial use in accordance with the Application's documentation; (ii) solely for the purpose and to the extent for which the use of the Application is intended, and (iii) solely for the purpose for which access is granted to You in Your specific case.
5.2. License Grant (resivo Utility App). Subject to the terms of this EULA, dormakaba grants You a non-exclusive, non-sublicensable, non-assignable, and non-transferable right to download, install, and use the resivo Utility App on a Device owned or otherwise controlled by You (i) for Your personal, non-commercial use strictly in accordance with the Application's documentation; (ii) solely for the purpose and to the extent for which the use of the Application is intended, and (iii) solely for the purpose for which access is granted to You in Your specific case.
5.3. Restrictions: Except as expressly permitted by this EULA, the rights of access and use of the resivo Admin Portal and/or the license to download, install and use the resivo Utility App are subject to the following conditions and restrictions:
(a) You must take suitable measures against unauthorised or illegal access to the Application.
(b) Unless applicable mandatory laws allow the following actions, You must not and must not permit a third party to (i) copy, reproduce, modify, reverse engineer, decompile, decode or otherwise attempt to determine the source code of protocols of the Application, in whole or in part, or (ii) access or use any part of the Application in order to develop, provide or use a similar or competitive product or service.
(c) You must not, and must not permit any third party to (i) bypass or breach any security protection used by the Application; (ii) access or use the Application other than Yourself through the use of Your own then valid account registration information, PIN or password; (iii) remove or alter any documentation or any copyright or proprietary notices from the Application related materials provided by dormakaba; (iv) provide to or through the Application information that are unlawful or contain, transmit or activate any harmful code such as virus or other routines designed to damage, impair or intercept systems, applications or data; (v) use the Application for any fraudulent or illegal act or in any manner that violates intellectual property or other rights of dormakaba or any third party.
(d) To the extent You access, or use or permit a third party to access or use the Application in, or in association with any hazardous environments, systems, or applications, any safety response systems, other safety-critical applications, or any other context in which the use or failure of the Application could lead to personal injury or severe physical or property damage, You are fully responsible for any such access granted and any personal injury or severe physical or property damage occurring as a result.
5.4. Fair Use Policy. You must not, and must not make a third party (i) use the Application for purposes for which it is not intended, against the principles of good faith or to gain or attempt to gain unauthorised access to data, systems, networks or third party property; (ii) involve a non-ordinary use such as hacking, circumventing the Application, dormakaba systems or any applicable pricing mechanism; (iii) cause significant network congestion or disruption or otherwise adversely affect the resivo Access Solution or another person’s use of the resivo Access Solution.
6. RESERVATION OF RIGHTS
6.1. You do not acquire any ownership interest in the Application or any other rights thereto other than to use the Application in accordance with the rights to use and/or license granted to you in your specific case, and subject to all terms, conditions, and restrictions, under this EULA.
6.2. In the event that you provide dormakaba with feedback, suggestions, enhancement requests, desired features or recommendations regarding the use, operation or functionality of the Application ("Feedback"), you hereby assign to dormakaba all rights in the Feedback and agree that dormakaba has the right to use the Feedback and related information in any manner it deems appropriate free of charge.
7. YOUR RESPONSIBILITIES
7.1. Access. You must have a compatible Device and be connected to the internet to access the Application through Your compatible web browser and/or to download and install the Application. Not all Devices support all features of the Application, so You may need to check the availability of the Application for Your particular Device. If Your Device is not connected to the internet or is in “airplane mode”, You may not be able to use the Application. The Application only works with a Compatible System intended for use with this Application.
7.2. Duty of care.
(a) You must take the necessary precautions to treat the Application and Your Device with appropriate care, keeping in mind that the Application and Your Device may be used for potentially critical functions such as providing and/or gaining access to closed areas, residential and/or commercial premises, locked rooms and/or other locations of a similar nature, and that any unauthorised use of the Application may have important consequences. You must treat Your Device and Application account registration information with the same level of security as You treat Your physical keys or wallet.
(b) You must (i) provide true and accurate information when signing up for access or making changes to Your account; (ii) keep Your Device secure against unauthorised use or access of the Application by enabling a password, PIN or other similar security measure and protecting the confidentiality of Your password or PIN; (iii) make sure that all settings, required network connections, and changes necessary to operate the Application on or from Your Device are up to date and correct, (iv) keep Your Device and the Application current by downloading Updates as and when they become available; (v) immediately inform Your employer, account owner , property manager, or other company or individual who has designated You as End User, if Your Device is lost or stolen, and/or if You think that Your PIN or password has been compromised in any way. If You sell, give away or otherwise dispose of Your mobile Device, You should remove Your SIM card from the Device; if You cease using Your SIM card, You should physically destroy it.
(c) dormakaba does not accept responsibility for any loss, damage, or any other claims that may arise from Your failure to comply with Your duty of care.
7.3. Access Management. Depending on Your role as End User, You may be authorised by REM to grant and revoke access rights to other users of the resivo Access Solution (including e.g. granting access rights to Tenants to a specific asset (e.g. an apartment or garage) in a specific building. In such case, You are responsible for the correct granting and revocation of such access rights and to comply with any confidentiality and personal data protection obligations in that context.
7.4. Log Data for Common Doors. (1) You may be able to see in the resivo Admin Portal when and which RFID medium, digital key or physical key, including the name and/or mobile phone of the respective key issuer and/or key holder, has accessed a Common Door of the Real Estate and/or whether an RFID medium, digital key or physical key has been rejected by the lock of a specific Common Door. You are responsible (a) to grant access to such access log data only to selected other authorised users on a need to know basis, and (b) to use access log data exclusively for the purpose of (i) providing them to competent authorities (such as police) in accordance with applicable laws for the investigation, detection, prosecution or prevention of criminal offences, and (ii) permitting technical support staff designated as authorised users of the Application to provide technical support to a user of a Common Door. You are allowed to keep access log data only for as long as it is required for the purposes described above. (2) If Customer (or one of Customer’s subcontractors or service-providers) has granted You “administrator” rights within the Application, You may be authorised to activate or deactivate the “Access Log Data for Common Doors” functionality on a Real Estate level (but not for individual Tenants). In such case, You are only permitted to use such functionality if all related conditions (including Tenant information) are met prior to the use of such functionality.
8. UPDATES
dormakaba reserves the right and may from time to time and in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Based on Your Device settings, when Your Device is connected to the internet either: (i) the Application will automatically download and install all available Updates; or (ii) You may receive notice of or be prompted to download and install available Updates. You must promptly download and install all Updates and You acknowledge that the Application or portions thereof may not properly operate should You fail to do so. All Updates will be deemed part of the Application and be subject to all terms and conditions of this EULA.
9. THIRD-PARTY MATERIALS
The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third-Party Materials"). dormakaba is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, quality, or any other aspect thereof. dormakaba does not assume and will not have any liability or responsibility to You or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to You, and You access and use them entirely at Your own risk and subject to such third parties' terms and conditions.
10. TERM AND TERMINATION
The term of this EULA commences when You access the resivo Admin Portal through a web browser or You download and install the resivo Utility App on Your Device and register Your account All rights to use and/or licenses granted to You under this EULA with regard to the Application will terminate immediately and automatically without notice, (i) if a relevant individual agreement (between You and us, between Customer and us, or between You and Customer (Customer’s subcontractors or service-providers under which You have been designated as End User) comes to an end; (ii) if the person or organisation which has designated You as End User revokes such designation and/or Your access to the Application; (iii) if You violate any of the terms and conditions of this EULA. Upon the termination of such rights to use and/or license, You must cease all use of the Application. This EULA will terminate automatically upon the cancellation of Your account. Termination will not limit any of dormakaba 's rights or remedies it has under this EULA.
11. NO WARRANTIES; NO GUARANTEE
As between You and dormakaba, the Application is provided to You “as is” and “as available” without warranty or guarantee of any kind. To the extent exclusions or limitations of warranties and guarantees are permitted by applicable law, dormakaba, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties and guarantees, whether express, implied, statutory, or otherwise, with respect to the Application, including without limitation, those of technical compatibility, satisfactory quality or fitness for a particular purpose. In particular, dormakaba does not warrant or guarantee that the services and/or dormakaba’s materials will perform error-free or uninterrupted, or that the services will meet Your requirements.
12. LIMITATION OF LIABILITY
To the maximum extent permitted by applicable law, in no event will dormakaba or its affiliates, or any of their respective licensors or service providers, be liable for claims or damages of any nature arising from or related to the access, use or inability to use the Application, including but not limited to liability for indirect or consequential damage or loss, such as loss of profit, unachieved savings or interruptions of business. The foregoing limitations apply whether such damages arise out of breach of contract, tort (including negligence), or otherwise and regardless of whether such damages were foreseeable or dormakaba was advised of the possibility of such damages. Notwithstanding the foregoing, there is no limitation of liability for damages caused by dormakaba’s wilful intention, gross negligence or fraud. Some jurisdictions do not allow certain limitations of liability so some or all of the above limitations of liability may not apply to You.
13. INDEMNIFICATION
Applicable for business users only. You are liable and indemnify, defend, and hold harmless dormakaba and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses, including reasonable attorney’s fees, arising from or relating to Your use or misuse of the Application, Your breach of this EULA or any act or omission (whether negligent or wilful) on Your part in connection with the performance of Your obligations under this EULA, including but not limited to the content You make available through this Application.
14. PRIVACY
When You register, download, install or use the Application, we may receive or collect information about You and Your use of the Application. In addition, other people’s personal data (e.g., personal data of Tenants) is processed if You enter their data (e.g., name and contact details for tenant management) into the Application. In relation to Your access and use of the Application, You find information about our processing of personal data in the resivo Privacy Statement available at https://resivo.dormakaba.com/ch-en/content/datenschutz-resivo. For any questions, please contact data.protection@dormakaba.com.
15. MiSCELLANOUS
15.1. Export Compliance. The Application and related technology may be subject to Swiss and other countries’ export or import control restrictions. You must not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You must comply with all applicable local laws, rules and regulations, and complete all required undertakings (e.g. obtaining any necessary export license), prior to exporting, re-exporting, releasing, or otherwise making the Application available outside of Switzerland or the country in which You reside. The use of the Application in the following countries or regions is strictly prohibited: Islamic Republic of Iran, Democratic People’s Republic of North Korea, Republic of Cuba, Syrian Arab Republic, Republic of Sudan and in the Ukrainian oblasts of Luhansk, Donetsk and Crimea.
15.2. Severability; Waiver. Should any provision of this EULA be unenforceable or invalid under applicable law, the remaining provisions remain unaffected and such provision must be replaced by a valid and enforceable provision most closely reflecting the effect of the original provision. The same applies to any omission. If You believe that You have other or further rights than those set out in this EULA based on mandatory law, You should inform us of such right(s) for us to provide in our sole discretion an alternative remedy for the situation. No waiver by any Party of any provision hereof is effective unless set forth in writing. No failure to exercise any rights or remedy arising from this agreement will operate or be construed as waiver thereof.
15.3. Assignment. You must not assign any of Your rights or delegate any of Your obligations under this EULA without our prior written consent. Any purported assignment or delegation will result in the EULA being voidable and/or voided at Our sole discretion. We may assign all or part of the rights and obligations under this EULA to any third-party of our choice.
15.4. Governing Law and Place of Jurisdiction.
(a) For End User appointed by Customer (or one of Customer’s subcontractors or service-providers): This EULA and any access to or use of the Application are governed by the laws of the country which in which the Real Estate is located, excluding its conflict of law provisions. The United Nations Convention on Contracts for the International Sales of Goods is excluded from application hereto. All disputes arising out of or in connection with the terms of this EULA must be submitted to the exclusive jurisdiction of the courts in which the Real Estate is located. You may, alternatively, submit any claim against dormakaba Switzerland Ltd to the courts of the Canton of Zurich, Switzerland.
(b) Any other End User: The terms of this EULA and any access to or use of the Application will be governed by the substantive laws of Switzerland, excluding its conflict of law provisions. The United Nations Convention on Contracts for the International Sales of Goods is excluded from application hereto. All disputes arising out of or in connection with the terms of this EULA must be submitted to the exclusive jurisdiction of the courts of the Canton of Zurich, Switzerland.
15.5. Changes to this EULA. We may change the terms of this EULA by adding or deleting content, or by changing existing content. These amendments may be made at any time. We will notify You or Your employer, account owner or manager, property manager, administrator, or another company or individual who designates You as End User of any changes by posting the new EULA in the resivo Admin Portal and the Utility App and changing the “Version” date. You should consult this EULA regularly for any changes. In case of relevant amendments, we may further notify You or Your employer, account owner or manager, property manager, administrator, or another company or individual who designates You as End User by email or other appropriate means. Your continued use of the Application following the posting of the updated EULA or notice of the changes constitutes Your acceptance of the updated EULA or such changes. If You do not agree with the changes or the updated EULA, You should stop using the Application.
16. CONTACT INFORMATION FOR CUSTOMER SUPPORT
In the context of a specific Real Estate, the primary contact for customer support is the REM for that Real Estate; within the Application, the “Help” button creates a link to the self-help centre.
17. CONTRACTING ENTITY FOR THIS EULA. NOTICES.
For general inquiries, questions or issues with this EULA, please contact or send all notices to dormakaba Switzerland Ltd., commercial register number CHE-105.972.106, Mühlebühlstrasse 23, CH-8620 Wetzikon, Switzerland, Email: resivo@dormakaba.com.
18. COUNTRY SPECIFIC TERMS
18.1. Country specific terms for Germany. Where the law applicable to the EULA is German law, EULA for REM clauses 11 - No Warranties; No Guarantee 12 - Limitation of Liability and 13 - Indemnification are replaced by the following:
(a) As a free of charge service, the Application is provided to You "as is" and “as available” without warranty of any kind. In particular information on the characteristics of the Application including without limitation, those of technical compatibility, satisfactory quality or fitness for a particular purpose, serve solely to describe the respective service or application. They are not to be regarded as a guarantee or warranty.
(b) You must immediately report to dormakaba any defects of the Application.
(c) We are liable (i) for wilful intent and gross negligence, (ii) if we fraudulently conceal a defect, (iii) under product liability legislation, and (iv) for damages resulting from injury to life, limb or health of persons. All other claims for damages of You are excluded.
(d) This limitation of liability also applies to the representatives of dormakaba.
(e) Should we be sued by third parties, including state institutions, within the scope of this EULA due to Your use of the Application, You must indemnify Us from these claims and must assist Us in the legal defence to which We are entitled but not obliged to do, and to bear the Our necessary costs of legal defence. The prerequisite for this is that we inform You in text form about asserted claims and infringements of rights without delay, we do not make any concessions or acknowledgements or declarations equivalent to these without Your consent and enable You to take part in all judicial and extra-judicial negotiations about the claims. We reserve the right to assert further claims.
18.2. Country specific terms for Austria. Where the law applicable to the EULA is Austrian law, EULA for REM clauses 11 - No Warranties; No Guarantee 12 - Limitation of Liability and 13 - Indemnification are replaced by the following:
(a) As a free of charge service, the Application is provided to You "as is" and “as available” without warranty of any kind. In particular information on the characteristics of the Application including without limitation, those of technical compatibility, satisfactory quality or fitness for a particular purpose, serve solely to describe the respective service or application. They are not to be regarded as a guarantee or warranty.
(b) You must immediately report to dormakaba any defects of the Application.
(c) We are liable (i) for wilful intent and gross negligence, (ii) if we fraudulently conceal a defect, (iii) under product liability legislation, and (iv) for damages resulting from injury to life, limb or health of persons. All other claims for damages of You are excluded.
(d) This limitation of liability also applies to the representatives of dormakaba.
(e) Should we be sued by third parties, including state institutions, within the scope of this EULA due to Your use of the Application, You must indemnify Us from these claims and must assist Us in the legal defence to which We are entitled but not obliged to do, and to bear the Our necessary costs of legal defence. The prerequisite for this is that we inform You in text form about asserted claims and infringements of rights without delay, we do not make any concessions or acknowledgements or declarations equivalent to these without Your consent and enable You to take part in all judicial and extra-judicial negotiations about the claims. We reserve the right to assert further claims.
18.3. Country specific terms for Australia. Where: (a) the law applicable to the EULA for REM is the law of a State of Australia; or (b) You are located in Australia; the EULA for REM clauses 11 - No Warranties; No Guarantee, 12 - Limitation of Liability, and 13 – Indemnification are replaced by the following:
(a) Except as specifically stated in this EULA for REM, it does not include by implication any other term, condition or warranty in respect of the quality, merchantability, acceptability, fitness for purpose, condition, description, design or performance of the resivo Access Solution or any contractual remedy for its failure.
(b) You acknowledge You have not: (i) relied on any service involving skill and judgement, or on any advice, recommendation, information or assistance provided by dormakaba in relation to the resivo Access Solution or its use or application; or (ii) made known, either expressly or by implication, to dormakaba any purpose for which You require the resivo Access Solution, and have the responsibility of satisfying Yourself the resivo Access Solution is suitable for Your use.
(c) Nothing in this EULA for REM is to be interpreted as excluding, restricting or modifying or having the effect of excluding, restricting or modifying, the application of any State or Federal legislation applicable to the supply of goods or services that cannot be excluded, restricted or modified, including but not limited to the Australian Consumer Law schedule of the Competition and Consumer Act 2010 (Cth) (ACL).
(d) To the maximum extent permitted by law: (i) dormakaba is not liable to You in any way arising under or in connection with the supply or use of, or any other dealings with, the resivo Access Solution; and (ii) dormakaba is not liable for any consequential or indirect expenses or losses suffered by You or any third party, howsoever caused, including but not limited to loss of business or goodwill, loss of profits, loss of turnover, or any liability to any other party, except to the extent of any liability imposed by the ACL.
(e) To the maximum extent permitted at law, You are liable to dormakaba and indemnify and hold dormakaba harmless (and its affiliates, agents, assigns, employees, directors, officers and successors) from and against, any and all actions, awards, claims, costs (including legal costs), damages, expenses, fees, interest, liabilities, penalties and settlements arising from or relating to Your use or misuse of the resivo Access Solution or any breach by you of this EULA for REM, including but not limited to the content You make available through the resivo Access Solution.