BioConnect Mobile Application – Terms of Service
Updated November 26, 2021
1. The following terms have the following meanings in these Terms of Service:
(i) “Application” means the BioConnect Mobile application, which allows you to use biometric and other information to gain access to an Enterprise’s digital and physical spaces (and which includes any updates, fixes or patches to the application developed from time to time and made available by BioConnect).
(ii) “Device” means the smartphone, computer or other device on which you access the Application.
(iii) “Enterprise” means the organization whose digital or physical spaces you gain access to using the Application.
(iv) “Template(s)” means a digital representation of your distinct characteristics that have been extracted from a biometric sample obtained from your Device.
(v) “Terms of Service” or “Terms” means these terms and conditions, as updated from time to time.
(vi) “you” means the person who downloads or uses the Application.
(vii) “Your Data” has the meaning described in the section below entitled “Privacy – Your Data”.
Account Terms & Your Responsibilities
2. The Application is licensed, not sold, to you by BioConnect. These Terms of Service give you no title or ownership and are not a sale of any rights in the Application. Subject to your compliance with these Terms of Service, you are granted a limited, non-assignable, non-exclusive, non-sub-licensable and non-transferable right to use the Application. Use of the Application outside the scope of these Terms of Service, in addition to any other remedy available to BioConnect, will void the warranty and/or support obligations to which you may otherwise be entitled. BioConnect and its licensors reserve all rights (including ownership and intellectual property rights), not expressly granted to you under these Terms of Service. BioConnect’s licensors are intended third party beneficiaries of these Terms of Service and have the express right to rely upon and directly enforce these terms. There are no implied licenses granted by BioConnect under these Terms. Except as expressly set out in this document, you have no rights to the Application. BioConnect may revoke your license to use the Application at any time, and upon any revocation you agree to immediately stop using the Application. You agree that your breach of these Terms of Service will cause BioConnect irreparable damage for which recovery of money damages would be inadequate and that BioConnect therefore may obtain timely injunctive relief to protect its rights, in addition to any other remedy available at law or in equity.
3. You must not use the Application except as permitted by these Terms. You must not:
a) alter, decompile, disassemble, modify, unbundle or create any derivative works of the Application or the underlying source code in any way, including without limitation customization, translation or localization;
b) port, emulate the functionality, reverse compile, reverse assemble, reverse engineer, create derivative works, or otherwise reduce to human readable form or attempt to separate any of the components of the Application or derive the source code for the Application
c) copy, redistribute, encumber, sell, rent, lease, license, sublicense, or otherwise transfer rights to the Application or use the Application for the benefit of any third party or on a hosted basis;
d) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Application;
e) disclose the results of testing, benchmarking or other performance or evaluation information related to the Application to any third party without the prior written consent of BioConnect;
f) access or use the Application for any competitive purposes (ie. to gain competitive intelligence; to design or build a competitive product or service, or a product providing features, functions or graphics similar to those used or provided by BioConnect; to copy any features, functions or graphics; or to monitor availability, performance or functionality for competitive
4. If you believe that any of the foregoing restrictions are prohibited by local law, you agree to provide BioConnect with at least ninety (90) days’ advance written notice of your belief and provide all reasonably requested information to BioConnect to evaluate your claim. BioConnect may, in its discretion, impose reasonable conditions, including a fee, on such use of the Application, or offer to provide alternatives to ensure that BioConnect’s proprietary rights in the Application are protected and to reduce any adverse impact on BioConnect’s proprietary rights. Alternatively, BioConnect may terminate or deny a license to use the BioConnect Mobile Application.
5. The Enterprise (and not BioConnect) is solely responsible for your access to the Enterprise’s digital and physical spaces and ensuring that your information and access is reliable and secure.
6. Through the Application, a Template of your biometrics will be stored on your Device and BioConnect’s cloud server. You are responsible for maintaining control of your Device and you must take reasonable steps to prevent access to your Device by any individuals other than yourself. BioConnect is not responsible for the encryption or security of your Device(s). All Templates are encrypted when transmitted between your Device and BioConnect’s cloud server. Until changed at BioConnect’s discretion, BioConnect uses the Amazon Web Services AWS) cloud server. A description of the security of AWS’s cloud server can be found at https://aws.amazon.com/security/. BioConnect has no liability for any loss, damage or misappropriation of Your Data or any other information under any circumstances or for any consequences, whether relating to the use of AWS or otherwise. You must notify your Enterprise immediately upon becoming aware of any breach of security or authorized use of your BioConnect Mobile account or Device.
7. You agree to the following responsibilities in using BioConnect Mobile:
a) you will not use the Application if:
(i) there are any biometrics other than your own stored on your Device;
(ii) you share your Device with any other individuals; or
(iii) you have shared your Device passcode or other security features with any other individuals.
b) After you have enabled the Application, you will not permit any biometrics, other than your own, to be used on your Device.
c) You agree to unlink your Device from the Application before transferring, sharing or disposing of your Device.
d) You accept responsibility for any transaction(s) carried out through our Application on your Device while biometrics are enabled, regardless of whether the transaction was completed by you, by any other person with biometrics saved on your Device, by any other person who gains access to your Device, or otherwise.
e) You must provide to our Application information that is accurate, complete, and current at all times. Failure to do so is a breach of these Terms of Service.
f) You must notify the Enterprise immediately upon becoming aware of any breach of security or unauthorized use of your BioConnect Mobile account or the Application.
Privacy – Your Data
8. The following sets out our privacy commitment to you. Your privacy matters to us. Contact us if you have any questions at email@example.com.
9. “Your Data” means any data and content which you upload, store or otherwise make available to the Application through registration of an account or continued use of the Application. You retain all rights to Your Data. By using the Application, you agree that BioConnect can use Your Data in order to provide the Application functionality to you, to provide support to you and the Enterprise, to ensure the Application functions properly, to improve BioConnect’s customer service and products, to provide to you information about BioConnect’s other products and services that may be of interest to you and for internal use. You grant to BioConnect a worldwide license to use, store, retrieve, backup, restore and copy Your Data for those purposes.
10. The Application may be connected to an Enterprise’s digital or physical access control system in order to allow you to gain access using the Application. The Enterprise is solely responsible for obtaining your consent to the use of your access control information by BioConnect in accordance with all applicable laws. Notwithstanding same, you consent to the Enterprise sharing access control data to BioConnect and you authorize BioConnect to use such information as part of Your Data. In order to ensure the functionality of BioConnect Mobile, the Enterprise may gain access to Your Data and you authorize BioConnect to share Your Data with the Enterprise.
11. In no event shall any intellectual property rights or any ownership rights be granted to you by BioConnect, subject only to your revocable license to use the Application in accordance with these Terms of Service. BioConnect retains all intellectual property rights to the Application. The Application is protected by copyright and all trademarks and patented innovations used in connection with the Application are owned by BioConnect. These Terms of Service govern the legal relationship between you and BioConnect in relation to the Application and supersede and replace any prior or other agreements. All suggestions or feedback provided by you to BioConnect with respect to the Application or its other offerings shall be BioConnect’s property and deemed confidential information of BioConnect. You hereby assign to BioConnect all right, title and interest in and to any feedback provided to BioConnect.
12. The Application may use or include open source software components. The list of open source components is available from BioConnect by emailing a request to firstname.lastname@example.org. BioConnect reserves the right to add or delete open source components from time to time.
13. Under these Terms of Service, BioConnect does not make any representations, warranties or conditions with respect to the Application. Your use of the Application is at your sole risk.
14. Disclaimer of Warranties. The Application is provided “as is” and “as available”, without warranty of any kind, either expressed, implied or statutory including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement of the intellectual property rights of others or any other third party rights, uninterrupted service, or freedom from computer viruses and other harmful components. BioConnect shall not in any circumstances, regardless of whether advance notice is given of the possibility of damages, be liable to any person for any damages whatsoever, including but not limited to any special, incidental, indirect or consequential damages resulting from use of, or reliance upon, the Application. No oral or written information or advice given by BioConnect or its authorized representatives shall create a warranty of any kind.
15. Exclusion of liability: TO THE EXTENT PERMITTED BY LAW, BIOCONNECT EXPRESSLY EXCLUDES LIABILITY TO YOU OR ANYONE ELSE FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES WHICH MAY ARISE IN RESPECT OF THE USE OR UNAVAILABILITY OF THE APPLICATION, REGARDLESS OF WHETHER BIOCONNECT WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. NOTWITHSTANDING SAME, IN NO EVENT SHALL BIOCONNECT (OR ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS OR AFFILIATES) BE LIABLE FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF $50.00 RESULTING FROM ANY ACCESS OR USE OF THE APPLICATION, YOUR INABILITY TO ACCESS OR USE THE APPLICATION, ANY CONDUCT OR CONTENT OF ANY THIRD-PARTY ON OR RELATED TO THE APPLICATION, ANY CONTENT OBTAINED FROM OR THROUGH THE APPLICATION AND THE UNAUTHORIZED ACCESS TO, USE OF OR ALTERATION OF YOUR TRANSMISSIONS, DATA OR CONTENT, OR OTHERWISE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND EVEN IF A WARRANTY OR REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
16. You indemnify BioConnect for any loss or costs suffered in relation to your use of the Application, Your Data or any other action or inaction of yours.
17. The Internet is not a fully secure communication medium, and therefore confidentiality and privacy cannot be ensured. BioConnect shall not be liable for any damages whatsoever, including but not limited to indirect, special, incidental or consequential loss or damage resulting from the transmission of confidential or personal information regardless of whether BioConnect was advised of the possibility of such loss or damage.
18. If you breach these Terms of Service, BioConnect may pursue any and all remedies available to it, by operation of law or otherwise. However, BioConnect’s failure to enforce any Terms of Service shall not act as a waiver of its right to do so. BioConnect shall not be responsible for any purported breach of these Terms of Service caused by circumstances beyond its reasonable control. Only you and BioConnect shall have rights of enforcement of these Terms of Service. You may not assign, sub-license or otherwise transfer any of your rights under these Terms of Service. These Terms of Service shall be interpreted and enforced in accordance with the provincial laws of Ontario (and the federal laws of Canada applicable there). The courts of Ontario shall have sole jurisdiction to hear disputes relating to these Terms. If any of these Terms are determined to be unenforceable by a court of competent jurisdiction, then the remaining Terms shall remain in effect.
19. The Application is subject to the export control laws of Canada, the United States and applicable export and import control laws of other countries. You agree to comply with and use the Application in a manner consistent with such applicable laws. All rights to use the Application are granted on condition that such rights are forfeited if you fail to comply with these Terms of Service. You represent that (1) you are not, and are not acting on behalf of, (a) any person who is a citizen, national, or resident of, or who is controlled by the government of any country to which the United States or Canada has prohibited export transactions; or (b) any person or entity listed on the sanctions lists of either Canada or the United States; and (2) You will not permit the Application, directly, or indirectly, to be used for any purposes prohibited by law.
Changes to these Terms of Service
20. BioConnect reserves the right, at its sole discretion, to modify or replace these Terms of Service at any time with no notice. You may contact BioConnect for an up-to-date version of these Terms of Service at email@example.com. By continuing to access or use the Application after revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, in whole or in part, you must stop using the Application.
21. You agree that: (a) these Terms will be in the English language (vous acceptez que ces conditions soient redigees en anglais); (b) you are responsible for complying with any local laws in your jurisdiction which might impact your right to import, export or use the Application, and (c) you represent that you have complied with any regulations or registration procedures required by applicable law to make this license enforceable.