TERMS OF USE AND LICENSE AGREEMENT
ENTRYREADY CLOUD™, ENTRYREADY SERVER™, ENTRYREADY PROGRAMMER™
1. EntryReady Applications: The EntryReady Cloud™, EntryReady Server™, and EntryReady Programmer™
The EntryReady Cloud™ (the “EntryReady Cloud”) is a web application used for remotely administering and managing the on-premise EntryReady Server™ (the “EntryReady Server”), an electronic access control system, and the EntryReady Mobile Key™ application for a SmartOS, LLC d/b/a EntryReady® customer (the “Hotel”). The EntryReady Programmer™ (the “EntryReady Programmer”) is a mobile application device that allows remote configuring, monitoring and management of EntryReady access control devices. This Terms of Use and License Agreement (these “Terms”) for the EntryReady Cloud™, the EntryReady Programmer™ and the EntryReady Server™ (collectively, as to all or any of them, the “Applications”) forms a legal contract between the third party (referred to as “you” and “your”) who uses Applications that have been obtained from the Hotel and SmartOS, LLC d/b/a EntryReady (referred to as “EntryReady,” “we,” “us,” and “our”). Each Hotel authorized user who uses any Application also agrees to be bound by these Terms with regard to the use of Applications from the Hotel through EntryReady and is also included in the terms “you” and “your.”
These Terms must be read in conjunction with the EntryReady terms and conditions for the sale of EntryReady® hardware the Hotel has purchased from EntryReady (the “EntryReady Hardware”) and the EntryReady® Server™ (On Premise) software the Hotel has licensed from EntryReady (the “EntryReady Software”) and the EntryReady Mobile Key Terms and Conditions and License Agreement (the “Mobile Key Terms”), which are available online and can be reviewed at https://www.entryready.com/legal-stuff/ (together, the “EntryReady Terms”). If there is any inconsistency between these Terms and the EntryReady Terms, the EntryReady Terms will prevail.
You represent and warrant that you have authority to use the applications obtained from the Hotel through EntryReady (as to each, an “Application”).
You agree that by accessing any Application, you have read, understood, and agreed to be bound by all of these Terms. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU ARE PROHIBITED FROM USING THE APPLICATION AND YOU MUST DISCONTINUE USE IMMEDIATELY.
2. Eligibility
To use any Application, you must be duly authorized by the Hotel to use the Application and perform the specific actions on the Application.
3. Registration
You may be required to register in the Application by the Hotel with your name, image or avatar, email address and/or phone number. Your Application access will remain active until the Hotel deactivates your user account.
4. Privacy and Authorizations; Privacy Policy
(a) By providing your name, image or avatar, email address or phone number, you consent to receive activation emails from Hotel and its related and/or affiliated properties.
(b) Before you can use Applications, you must follow and complete the entire Applications registration process. Applications will not properly operate if you do not do so.
(c) We care about data privacy and security. Please review our Privacy Policy: https://www.entryready.com/legal-stuff/entryready-cloud-entryready-server-and-entryready-programmer-privacy-policy. By using the Applications, you agree to be bound by our Privacy Policy, which is incorporated into these Terms. Please be advised the Services are hosted in the United States. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Services, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.
5. Your Use of Applications
You agree that you will not:
(a) Disclose or forward your access credentials to any Application to any other person; or
(b) fail to protect the Applications from unauthorized use.
If you do, you may be liable for any loss suffered from an unauthorized access.
You must strictly comply with these Terms. The Hotel reserves the right to suspend your use of any of the Applications at any time for any reason.
6. Your Obligations
(a) You agree that you will:
(i) Only use the Applications in a manner that is consistent with the intended purpose, and only for lawful purposes;
(ii) Cease using the Applications when your employment with the Hotel ends for any reason, if you are a Hotel employee;
(iii) Not leave your Application session unattended or left logged into the Applications;
(iv) Lock your session or take other steps necessary to stop unauthorized use of the Applications;
(v) Notify the Hotel immediately, and immediately cease to use the Applications, if you become aware or suspect that your Application password is compromised, disclosed, used without your authority;
(vi) Notify the Hotel immediately, and immediately cease to use any Application that appears to be faulty, damaged, misused, or compromised;
(vii) Not use any Application for any purpose other than to perform authorized services for the Hotel, if you are a Hotel employee;
(viii) Not act fraudulently or maliciously in relation to any Application or software. For example, you will not copy, modify, adversely affect, reverse engineer, hack into or insert malicious code into the Application or software;
(ix) Not permit any other person to access the Application with your assigned credentials;
(x) Not use the Application in any way to submit any false or inaccurate data on any form;
(xi) Not use the Application in any way to transmit, distribute or store material that may be harmful to or interfere with the Hotel’s or EntryReady’s or any third party's networks, systems, services, or web sites. (Such prohibited harmful content includes, but is not limited to, viruses, worms, or Trojan horses);
(xii) Not use the Application in any way to transmit, distribute or store material in violation of any applicable law or regulation, including export or encryption laws or regulations, nor that might expose Hotel or EntryReady to criminal or civil liability, nor in a way that could adversely affect the Hotel or EntryReady;
(xiii) Not use the Application to engage in activity that is inappropriate, as we reasonably determine, or that is illegal, defamatory, libelous, threatening, abusive, hateful, or violent;
(xiv) Notify the Hotel immediately, and immediately cease to use all Applications, in case of a breach or potential breach of any of your obligations in this Section 6; and
(xv) Cease using any Application if requested by the Hotel or us.
(b) You acknowledge that the Applications may provide you access to materials that may be subject to protection under privacy, publicity, or other personal rights and intellectual property rights, including but not limited to, copyrights and laws protecting patents, trademarks, trade secrets or other proprietary information. You therefore agree not to use any Application in any manner that would infringe, dilute, misappropriate, or otherwise violate any such rights.
(c) We take no responsibility for any material you create on or through the Application. We are not obligated to monitor or exercise any editorial control over such material but reserve the right to do so. If we become aware that any such material may violate these Terms and/or expose us to civil or criminal liability, we reserve the right to block access to such material and suspend or terminate any user creating, storing or disseminating such material. We further reserve the right to cooperate with legal authorities and third parties investigating of alleged wrongdoing, including disclosing the identity of the user that we deem responsible for the wrongdoing.
7. Liability
Your liability in connection with Applications is set out in these Terms and in the terms that govern the use of the relevant Hotel Registration. It is the Hotel’s and your choice to register (or deregister) for any Applications. We do not accept any liability for any loss or consequences to you whatsoever that may result from this decision. Without limiting the above, to the extent permitted by law, neither the Hotel nor we will be liable for any direct or indirect loss or damage arising from any of the following:
• your use of the Applications, including loss arising from any security breach, if you have acted fraudulently (either alone or together with any other person), or if you have caused or contributed to that loss, for example, by failing to comply with any of these Terms.
You acknowledge that any unauthorized reproduction by you of any proprietary information provided or available via any Application may result in legal action being taken.
To the maximum extent permitted by law, we and third parties connected to us hereby expressly exclude any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with his, her or their use, or inability to use, the Applications, including, without limitation any liability for loss of income or revenue; loss of business; loss of profits or contracts; loss of anticipated savings; loss of data; loss of goodwill; and for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
8. Suspension Or Termination Of Use And Service Quality
The Hotel may suspend or terminate your use of any Application or discontinue its offering of any Application at any time. The provision and subsequent use of any Application is subject to the reliability and availability of third party service providers including software providers and network service providers. Neither the Hotel nor EntryReady will be liable for any direct or indirect loss suffered by you as a result of a failure or reduced level of service caused by any third party.
If you violate any of these Terms, you may be subject to a suspension or termination of service, and if we deem it necessary, immediate suspension or termination of your service without notice. We may take such further action as we determine to be appropriate under the circumstances to eliminate or preclude repeat violations. Neither the Hotel nor EntryReady will be liable for any damages of any nature suffered by you or any third party resulting in whole or in part from our exercise of our rights under these Terms.
9. Changes To Applications and these Terms of Use
The Hotel and EntryReady can change these Terms at any time on fourteen (14) days’ notice. Notwithstanding the above, neither the Hotel nor EntryReady will give you prior notice where changes are outside of the Hotel’s or EntryReady’s control, except to the extent such notification is otherwise required by applicable law. Where the changes are required by applicable law to take immediate effect, they will take effect immediately. The Hotel will notify you of the above changes to the Applications electronically via the Application or email.
10. Intellectual Property Rights
(a) Our intellectual property
We own or license all intellectual property rights in the Applications, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Applications (collectively, the "Content"), as well as the trademarks, service marks, and logos contained in the Content (the "Marks"). Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world. The Content and Marks are provided in or through the Applications "AS IS, WITH ALL FAULTS" for your internal business purpose only.
(b) Your Use of the Applications
Subject to your compliance with these Terms, we grant you a non-exclusive, non-transferable, revocable license to: access the Applications; and download or print a copy of any portion of the Content to which you have properly gained access solely for your internal business purposes. Except as set out in this section or elsewhere in our Terms, no part of the Applications, and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our written permission in advance. If you wish to make any use of the Applications, Content or Marks other than as set forth in these Terms, you must address your request to: legal@entryready.com . If we grant you the permission to post, reproduce, or publicly display any part of our Services, Content or Marks, you must identify us as the owners or licensors of the Services or Content and ensure that any copyright or proprietary notice appears or is visible on all posting, reproducing or display of our Content. We reserve all rights not expressly granted to you in and to the Applications, Content and Marks. Any breach of these Intellectual Property Rights will be a material breach of these Terms, and your right to use our Applications will terminate immediately.
(c) Your submissions
Review this section and these Terms carefully before using the Applications to understand (a) the rights you are giving us and (b) the obligations you have when you post or upload any content through any of the Applications.
By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Applications (each, a "Submission"), you agree that you are assigning to us all intellectual property rights in each such Submission. You agree that we shall own the Submission and that we shall be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.
You are responsible for what you post or upload: By sending us Submissions through any part of the Applications, you:
(i) confirm that you have read and agree with these Terms and will not post, send, publish, upload or transmit through any Application, any Submission that is abusive, bullying, deceitful, defamatory, discriminatory, false, harassing, harmful, hateful, illegal, inaccurate, misleading, obscene, sexually explicit or threatening to any person or group;
(ii) to the extent permissible by applicable law, waive any and all moral rights to any such Submission; warrant that any such Submission is original to you or that you have the necessary rights and licenses to submit such Submission and that you have full authority to grant us the above rights in relation to your Submission;
(iii) warrant and represent that your Submissions do not constitute confidential information. You are solely responsible for your Submissions and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party’s intellectual property rights, or (c) applicable law.
(d) Your Data
We will maintain certain data that you transmit using the Applications for the purpose of managing the performance of the Applications, as well as data relating to your use of the Applications. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Applications. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
11. Applications Management
We reserve the right, but not the obligation, to: (1) monitor the Applications for violations of these Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Data or Submissions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Applications or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Applications in a manner designed to protect our rights and property and to facilitate the proper functioning of the Applications.
12. Fees And Charges
You may incur additional fees and charges from your internet service provider and from other third parties for using any of the Applications. Any such additional fees and charges are your sole responsibility, and any matters regarding these additional fees and charges should be raised with your service provider.
13. Other Matters
In relation to these Terms, no delay or failure to act by the Hotel or by EntryReady will be construed as a waiver of or in any way prejudice, of any of the Hotel’s or EntryReady’s respective rights. No waiver will be effective unless it is in writing. A waiver of a breach of one provisions or on one occasion will not waive any other breach.
EntryReady® is a federally registered trademark of SmartOS, LLC d/b/a EntryReady, 8251 Presidents Drive, Orlando, FL 32809.
Last Updated March 7, 2024