End User Agreement
This End User Agreement is a Contract (“Agreement”) between the user (hereinafter “you”) of the Software and Products (as defined below), on the one hand, and AJAX SYSTEMS CH, registration number: HE 389004 (including its subsidiaries and affiliates), hereinafter referred to as “AJAX” and “we”, on the other hand.
If you enter into this Agreement not as an individual but on behalf of a company, the term “you” refers to that company, which undertakes to comply with this Agreement. If you act on behalf of a company in your dealings with us, you confirm that you have all legal grounds and permissions to act on behalf of that company, and that you are not bound by any of its internal regulations or any other legally binding documents.
Please read the terms of this Agreement carefully before opening or using any AJAX Products, including those listed at https://ajax.systems/products/ (“Products” or “Product”).
The Products may contain software related to the Product (“Software”), for which AJAX grants its customers a license to open and use it only in accordance with this Agreement.
If you do not agree with the terms of this Agreement, do not click the “Accept” button or any other button, regardless of its name, that would confirm your approval of reading and accepting this Agreement, and do not use the Product—you can immediately return the AJAX Product to the seller in accordance with applicable consumer protection laws. By clicking “Accept” or by opening or using the Product, you agree to be bound by the terms of this Agreement.
The “Product Limitations” section (below) defines the limitations on the Software and related services that may be provided through the use of the Products, in connection with safety measures and their uses. Please read this section carefully, as you also agree, among other things, with these restrictions.
1. Subject Matter
2. Contract Relations
You declare and guarantee that you have the ability to enter into this Agreement relating to the Software and Product, and that you are capable and competent, within your jurisdiction or place of residence, to use and access the Software and Product.
The use of services that may be provided through the use of the Products is subject to additional restrictions, according to which you declare, guarantee, and agree to use the Products and Software and confirm that you will interact with them in a manner that:
- DOES NOT violate any intellectual property rights, or any other rights of AJAX, or any other rights of any third parties;
- DOES NOT violate any law or regulation;
- IS NOT malicious, fraudulent, deceptive, threatening, abusive, discrediting, obscene, or otherwise unacceptable;
- DOES NOT endanger the safety of your or someone else’s account that you may access through the use of the Products and/or Software, regardless of the level of access;
- DOES NOT allow in any way to obtain any user’s password, account information, or any other security information;
- DOES NOT compromise the security of any computer network and/or crack any passwords and/or security encryption codes;
- DOES NOT decompile, reverse engineer the Software and Products or otherwise attempt to obtain the source code of the Software and/or use it in the development of any other derivative software, any separate software algorithm or its part.
This Agreement grants you certain legal rights. You may have other additional rights depending on your jurisdiction.
In accordance with the terms and conditions outlined in this Agreement, AJAX grants you a limited, non-exclusive, non-sublicensable, and non-transferable license to install and use the Software solely as source code integrated in the AJAX Product that you own or lawfully control and only for your personal, non-commercial use of the Products. You are not allowed (and you must not allow others) to rent, distribute, transfer, modify, commercially exploit, or sublicense the Software, or use the Software under a sharing arrangement or in any other unauthorized way. Moreover, the license does not grant you the right to use the Software in any way as a human-readable code (source code). You shall not be permitted to make any copies of the Software or its accompanying documentation for the purpose other than to back up the information generated while using the AJAX Software and Products.
4. Other Software
This Agreement does not apply to any open source code software that is included in the Products or to any third-party software that is licensed separately under the terms of various separate license agreements (“Other Software”). Other Software is not subject to the terms and conditions of this Agreement but is provided to you in accordance with the terms of any relevant license agreements with third parties (hereinafter referred to as “Other Software Terms”). Other Software copyrights belong to the stakeholders specified in the Other Software Terms. Any terms of this Agreement that conflict with the terms of any license agreements for Other Software shall not apply to Other Software. Nothing in this Agreement shall limit your rights or grant you rights that supersede the terms of any applicable end user license for Other Software.
5. Software Update
From time to time, AJAX may provide updates, improvements, patches, bug fixes, and other modifications to improve the Software and related services (“Patches”). You acknowledge that you may need to install Patches in order to continue access and using the Products and the Software for the Products. Patches to be installed automatically by a device or manually by a user in accordance with the device settings. You may also opt out of periodic updates for our Products. However, AJAX may release updates that fix critical errors and increase security of the Products. To increase your security level, you agree to automatic installation of Product updates, if technically feasible, without any further notice and, irrespective of whether such automatic update function is enabled or disabled for your Product, if absolutely necessary to ensure correct operation of your Products or allow encryption or critical error fixing.
6. Prohibition of Assignation and Reverse Engineering
Any modification, reverse engineering, reverse compilation, or disassembly of the Software are strictly prohibited. However, if you are a resident of the European Union (“EU”), AJAX will, upon a written request, provide you with any information necessary for the Software to interact with other programs within the scope of the EU Directive on the legal protection of computer programs.
You hereby agree to protect AJAX from any liability for any claims and to compensate for any losses, obligations, damages, fines, penalties, costs, and expenses (including attorney’s fees) arising out of your breach of this Agreement.
8. Property Rights, Trade Secrets
You acknowledge and agree that (a) all copyrights and other intellectual property rights worldwide, and (b) property rights for the Software and all subsequent copies thereof, regardless of the form or carrier, are the exclusive property of AJAX and its suppliers (if applicable). You acknowledge and agree that the Software contains valuable trade secrets and other proprietary information of AJAX and its suppliers, which is not available to an average internet user, who does not use the Software and Products. You agree to keep such trade and proprietary information confidential, and you acknowledge that any actual or potential breach of this obligation will cause immediate, irreparable harm, which cannot be adequately compensated by monetary means. In the event of a breach of this provision, AJAX shall be entitled to immediately cease maintaining the operability (cease providing services) of your copy of the Software and Products without any notice and further compensation. You are also advised that any disclosure of the information contained in the Software or the information about the Products that you use to any third parties may harm your property or wellbeing and endanger your safety. Do not share such information with any third parties to avoid any negative consequences for you. You also confirm your consent and guarantee that any information received by you, including, but not limited to, from the AJAX Support Department, in connection with resolving your request addressed to AJAX, shall not be in any way transferred to anyone and shall remain known only to you as the recipient of such information.
9. Copyrights and Trademarks
All materials and informational content on the AJAX website (https://ajax.systems), in AJAX mobile or other apps, and within its Software are owned and used by AJAX. You are not allowed to copy, distribute, or otherwise disclose any materials or informational content (including any logos, images, or data), or use it in any way that is incompatible with the exclusive rights of the copyright owner or the trademark owner, unless you have our written permission to do so. Any elements and objects used in the Software, including but not limited to images (both static and dynamic), texts, functionality, user interface, audio tracks, and sounds, and color combinations, are the intellectual property of AJAX and may only be used by you as part of the Software for the use of the Software, as described in the Agreement. You are not permitted to decompose the Software or extract any elements/objects from the Software. You also are not entitled to create any copies of any items/objects by copying from the Software as well as to take screenshots for purposes other than notifying AJAX Support of any technical problems that may occur when using the Software or the Products. Any rights not expressly granted to you under the license in accordance to this Agreement or any other applicable agreements belong to AJAX.
By using the Products and/or the Software and adding the unique identifiers (such as username, role, and email address) of the users that you have connected to your account (including the information about you, as listed above), you confirm that you have received and provided the information and data about these users, which you have collected and provided in this manner, with full and unconditional consent of the owners of these data and with understanding of the scope and the purpose of use.
11. Lack of Implied Rights
Any rights not expressly granted to you by AJAX shall not be granted in any way — there are no implied rights in this Agreement.
12. Duration and Termination
This Agreement shall be effective from the time you first use the Software or the Products and shall be valid until its termination. You may terminate the Agreement at any time upon sending a written notice to AJAX at [email protected]; however, the Agreement will not be terminated unless you have stopped using the Products and the Software completely. Moreover, the Agreement will be immediately terminated if you have failed to comply with any of the terms of this Agreement. Upon termination of the Agreement, the licenses set forth in this Agreement will be immediately terminated, and you agree to cease having any access to the use of the Products, the Software, and the documentation. You also confirm that, upon termination of the Agreement, your access to the Software, as well as any support of the Products, will be terminated or limited. Any provisions on confidentiality, protection of personal data, intellectual property, dispute resolution procedure, and any applicable law, and any other provisions that by their nature remain in force, shall remain in force upon termination of this Agreement.
13. Laws and Jurisdiction
This Agreement shall be construed in accordance with the law of England and Wales. The choice of legislation does not affect your rights as a consumer under the consumer protection regulations of your country of residence. If you act as a consumer, you agree to comply with the non-exclusive jurisdiction of the courts of the Republic of Cyprus. Any legal proceedings that you may initiate against us in connection with this Agreement shall only take place in a court located in Nicosia, the Republic of Cyprus, or in a court at your place of residence.
If you act as a legal entity, you agree to submit to the exclusive jurisdiction of the International Court of Arbitration of the International Chamber of Commerce and Industry of the Republic of Cyprus (“Arbitration”). The number of arbitrators is 1. The proceedings will take place under the Rules of Arbitration. The language of Arbitration will be English. The location of the Arbitration is Nicosia, the Republic of Cyprus.
14. Disclaimer of Assignation
You may not assign or transfer any of your rights under this Agreement. Any claim of assignation or transfer contrary to this clause shall be deemed invalid.
The Product warranty can be found on the AJAX website, at https://ajax.systems/warranty/ or in the “Warranty” section of the manual provided with the Product.
16. Disclaimer of Guarantees
Regardless of any provision and in accordance with the applicable law, AJAX provides the Software “as is” and disclaims and excludes all and any guarantees and conditions not provided by the law, express or implied, including any implied warranties of fitness for a particular purpose, ownership, uninterrupted use, accuracy, and non-infringement of any third party rights. AJAX does not guarantee any specific results in the use of the Software. AJAX neither guarantees nor assumes any responsibility for the quality and completeness of the functionality of the Products if the AJAX Product has been installed without the involvement of the authorized third parties (installers). Nor does AJAX guarantee or assume any responsibility for (a) the quality and completeness of the functionality of the Products, (b) your access to the functionality if you have passed on to any third party any identifying information in relation to your Products, such as the Product ID, and/or the email address that you have used to activate the Products, and/or the mobile phone number that you have used to activate the Products.
17. Product Usage Limitations
You acknowledge that you cannot use the Products and the Software for any emergency unless you use third party security services, as AJAX is not a security company, and the functionality of the Products and the Software is limited only to monitoring the premises where the Products are installed. You understand that the Product and the Software are not an emergency notification system controlled by an external party, and AJAX will not monitor any emergency alerts or send any emergency response teams to any facility(s) where the Product is installed in any case of emergency. You shall use the Software and the Products at your own risk. You shall be solely responsible (and AJAX disclaims any liability) for any loss or damage arising out of the use of the Software or the Product, including any losses, liabilities, or damage caused to you personally, your property, personal possessions (including the Product, other Products, or peripherals connected to any device, computer, or any mobile device), data, house, apartment, housing, building, or place of residence, or any other facility. The contact details of the AJAX Customer Service cannot be considered a rescue solution for any persons at risk at any facility where the Product is installed and/or used, and AJAX Customer Service shall not be a suitable replacement for any emergency response services. Any life-threatening or emergency situations should be reported to the appropriate response services in your country.
AJAX shall not accept any responsibility for any actions or inactions of any third party providing emergency response services.
18. Limitation of Liability
Nothing in this Agreement (including everything outlined in the “Limitation of Liability” provision) shall attempt to exclude or limit the liability that cannot be excluded or limited under the applicable law. To the fullest extent permitted by law, in addition to the above liability, AJAX shall disclaim and exclude for itself and its suppliers any liability based on a contract, any violation of law (including negligence and direct liability), or otherwise for any direct, indirect, special, or punitive damages of any kind, any loss of income or profit, loss of business, loss of any information or data, or any other damages resulting from or in connection with any sale, installation, maintenance, use, operation, failure, or interruption of the Software or the Products, even if AJAX or its suppliers have been aware of the possibility of such damages. AJAX’s liability shall be limited to repairing, replacing, or refunding the purchase price of the Product (at AJAX’s discretion), which, in turn, must not conflict with local consumer protection laws.
19. Partial Application
If any clause of this Agreement is deemed invalid, illegal, or unenforceable, this shall in no way affect the fairness, legality, and enforceability of any remaining clauses, and any such clause that is to be replaced shall be considered an automatically replaced, valid, legal, and enforceable clause with the same intentions and economic consequences.
AJAX may send you notifications via email and/or to your mobile phone number. Notifications shall be sent to the email address or the mobile phone number you have specified when using the Products or the Software.
21. Disclaimer of Rights
AJAX’s disclaimers of any of its own rights will not be valid unless provided in writing. Any disclaimer by AJAX of its right to demand compliance of any of the clauses of this Agreement in one instance shall not be considered a disclaimer of its rights under any other clause and/or under such a clause in any other instance.
22. Names and Numeration
Any names, headings, or numbering of any parts of this Agreement, as well as the title of the Agreement, shall be for convenience only and shall not be used to interpret this Agreement.
23. Full Agreement and Amendments
This Agreement shall set forth the full scope of any understandings related to this Agreement between you and AJAX. The Agreement shall supersede any prior agreements (both written and oral) with respect to the Software and/or the Products. In the event of any changes to this Agreement, AJAX shall notify you of such changes via the AJAX website (by publishing an updated Agreement), or by sending you an email notification, or by informing you through notifications in the Products and/or mobile apps for the Products. If you continue using the Products or the Software, this will be considered as acceptance of the announced changes by you. It is your responsibility to monitor changes, so please check the AJAX website periodically. AJAX guarantees that the version of the Agreement published on the AJAX website with the date closest to the date of your use of the Software or the Product is up-to-date.
24. Questions or Additional Information
If you have any questions regarding this Agreement, please contact AJAX by sending us an email to [email protected].
The Agreement shall be effective from the date of purchase/start of use of the AJAX Product or Software and, for the existing users, from the date of its publication on this website.
Applied from July 19, 2021