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1. Relationship With FingerTec; FingerTec ID and Password.
You understand and agree that by becoming a Registered FingerTec Developer, no legal partnership or agency relationship is created between you and FingerTec. You also certify that you are of the legal age of majority in the jurisdiction in which you reside (at least 18 years of age in many countries) and you represent that you are legally permitted to become a Registered FingerTec Developer. This Agreement is void where prohibited by law and the right to become a Registered FingerTec Developer is not granted in such jurisdictions. Unless otherwise agreed or permitted by FingerTec in writing, you cannot share or transfer any benefits you receive from FingerTec in connection with being a Registered FingerTec Developer. The FingerTec ID and password you use to login as a Registered FingerTec Developer cannot be shared in any way or with any one. You are responsible for maintaining the confidentiality of your FingerTec ID and password and for any activity in connection with your account. |
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2. Developer Benefits.
As a Registered FingerTec Developer, you will have the rights to access to Registered FingerTec Developer website (“Site”), and FingerTec may offer to provide you with certain services (“Services”), as described more fully herein and on the Registered FingerTec Developer web pages (“Site”), in connection with your participation as a Registered FingerTec Developer. Services may include, but not be limited to, any services FingerTec offers on the Site as well as the offering of any content or materials displayed on the Site (“Content”). FingerTec may change, suspend or discontinue providing the Services, Site and Content to you at any time, and may impose limits on certain features and materials offered or restrict your access to parts or all of materials without notice or liability. |
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3. Restrictions.
You agree not to exploit the Site, or any Services, or any Content provided to you as a Registered FingerTec Developer, in any unauthorized way, including but not limited to, by trespass, burdening network capacity or using the Services, Site or Content other than for authorized purposes. Copyright and other intellectual property laws protect the Site and Content provided to you, and you agree to abide by and maintain all notices, license information, and restrictions contained therein. Unless expressly permitted herein or otherwise permitted in a separate agreement with FingerTec, you may not modify, publish, network, rent, lease, loan, transmit, sell, participate in the transfer or sale of, reproduce, create derivative works based on, redistribute, perform, display, or in any way exploit any of the Site, Content or Services in whole or in part. You may not decompile, reverse engineer, disassemble, attempt to derive the source code of any software or security components of the Services, Site, or of the Content (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by any licensing terms accompanying the foregoing). Use of the Site, Content or Services to violate, tamper with, or circumvent the security of any computer network, software, passwords, encryption codes, technological protection measures, or to otherwise engage in any kind of illegal activity, or to enable others to do so, is expressly prohibited. FingerTec retains ownership of all its rights in the Site, Content and Services, and except as expressly set forth herein, no other rights or licenses are granted or to be implied under any FingerTec intellectual property. |
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4. Confidentiality.
You agree that any FingerTec Software Development Kit (“SDK”) software and/or hardware (including related documentation and materials) provided to you as a Registered FingerTec Developer (“Materials”) and any information disclosed by FingerTec to you in connection with FingerTec will be considered and referred to as “FingerTec Confidential Information”. Notwithstanding the foregoing, FingerTec Confidential Information will not include: (i) information that is generally and legitimately available to the public through no fault or breach of yours, (ii) information that is generally made available to the public by FingerTec, (iii) information that is independently developed by you without the use of any FingerTec Confidential Information, (iv) information that was rightfully obtained from a third party who had the right to transfer or disclose it to you without limitation, or (v) any third party software and/or documentation provided to you by FingerTec and accompanied by licensing terms that do not impose confidentiality obligations on the use or disclosure of such software and/or documentation. |
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5. Nondisclosure and Nonuse of FingerTec Confidential Information.
Unless otherwise expressly agreed or permitted in writing by FingerTec, you agree not to disclose, publish, or disseminate any FingerTec Confidential Information to anyone other than to other Registered FingerTec Developers who are employees and contractors working for the same entity as you and then only to the extent that FingerTec does not otherwise prohibit such disclosure. Except for your authorized purposes as a Registered FingerTec Developer or as otherwise expressly agreed or permitted by FingerTec in writing, you agree not to use FingerTec Confidential Information in any way, including, without limitation, for your own or any third party’s benefit without the prior written approval of an authorized representative of FingerTec in each instance. You further agree to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of FingerTec Confidential Information. You acknowledge that unauthorized disclosure or use of FingerTec Confidential Information could cause irreparable harm and significant injury to FingerTec that may be difficult to ascertain. Accordingly, you agree that FingerTec will have the right to seek immediate injunctive relief to enforce your obligations under this Agreement in addition to any other rights and remedies it may have. If you are required by law, regulation or pursuant to the valid binding order of a court of competent jurisdiction to disclose FingerTec Confidential Information, you may make such disclosure, but only if you have notified FingerTec before making such disclosure and have used commercially reasonable efforts to limit the disclosure and to seek confidential, protective treatment of such information. A disclosure pursuant to the previous sentence will not relieve you of your obligations to hold such information as FingerTec Confidential Information. |
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6. Confidential Materials License and Restrictions.
If FingerTec provides you with Materials, then subject to your compliance with the terms and conditions of this Agreement, FingerTec hereby grants you a nonexclusive, nontransferable, right and license to use the Materials only for the limited purposes set forth in this Section 6; provided however that if such Materials are accompanied by a separate license agreement, you agree that the license agreement accompanying such materials in addition to Sections 4 and 5 of this Agreement shall govern your use of the Materials. You further agree that in the event of any inconsistency between Section 4 and 5 of this Agreement and the confidentiality restrictions in the license agreement, the license agreement shall govern. You agree not to use the Materials for any purpose other than testing and/or development by you of a product designed to operate in combination the Materials are designed. This Agreement does not grant you any right or license to incorporate or make use of any FingerTec intellectual property (including for example and without limitation, trade secrets, patents, copyrights, trademarks and industrial designs) in any product. Except as expressly set forth herein, no other rights or licenses are granted or to be implied under any FingerTec intellectual property. You agree not to decompile, reverse engineer, disassemble, or otherwise reduce the Materials to a human-perceivable form, and you will not modify, network, rent, lease, transmit, sell, or loan the Materials in whole or in part. |
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7. Developer Technical Support (DTS).
As a Registered FingerTec Developer, You may have access to FingerTec’s SDK software and hardware and/or developer technical support (“DTS Services”) that FingerTec may make available to you from time to time as a FingerTec developer benefit. You agree that all use of such DTS Services will be in accordance with FingerTec’s usage policies for such services, which are subject to change from time to time, with or without prior notice to you. Without limiting the foregoing, FingerTec may post on the Site and/or send an email to you with notices of such changes. It is your responsibility to review the Site and/or check your email address registered with FingerTec for any such notices. You agree that FingerTec shall not be liable to you or any third party for any modification or cessation of such services. As part of the DTS Services, FingerTec may supply you with certain code snippets, sample code, SDK software, and other materials (“Materials”). You agree that any Materials that FingerTec provides as part of the DTS Services are licensed to you and shall be used by you only in accordance with the terms and conditions accompanying the Materials. FingerTec retains ownership of all of its right, title and interest in such Materials and no other rights or licenses are granted or to be implied under any FingerTec intellectual property. You have no right to copy, decompile, reverse engineer, sublicense or otherwise distribute such Materials, except as may be expressly provided in the terms and conditions accompanying the Materials. You agree that when requesting and receiving TECHNICAL SUPPORT FROM DTS SERVICES, you will not provide FingerTec with any INFORMATION, including that incorporated in your software, that is confidential to you or any third party. YOU AGREE THAT Any notice, legend, or label to the contrary contained in any SUCH materials provided by you to FingerTec shall be without effect. FingerTec shall be free to use all information it receives from you in any manner it deems appropriate, subject to any applicable patents or copyrights. FingerTec reserves the right to reject a request for DTS Services at any time and for any reason. You shall be solely responsible for any restoration of lost or altered files, data, programs or other materials provided. |
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8. Amendment; Communication.
FingerTec reserves the right, at its discretion, to modify this Agreement, including any rules and policies at any time. You will be responsible for reviewing and becoming familiar with any such modifications (including new terms, updates, revisions, supplements, modifications, and additional rules, policies, terms and conditions)(“Additional Terms”) communicated to you by FingerTec. All Additional Terms are hereby incorporated into this Agreement by this reference and your continued use of the Site will indicate your acceptance of any Additional Terms. In addition, FingerTec may be sending communications to you from time to time. Such communications may be in the form of phone calls and/or emails and may include, but not be limited to, marketing materials, technical information, and updates and/or changes regarding your participation as a Registered FingerTec Developer. By agreeing to this Agreement, you consent that FingerTec may provide you with such communications. |
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9. Term and Termination.
FingerTec may terminate or suspend you as a Registered FingerTec Developer at any time in FingerTec’s sole discretion. If FingerTec terminates you as a Registered FingerTec Developer, FingerTec reserves the right to deny your reapplication at any time in FingerTec’s sole discretion. You may terminate your participation as a Registered FingerTec Developer at any time, for any reason, by notifying FingerTec in writing of your intent to do so. Upon any termination or, at FingerTec’s discretion, suspension, all rights and licenses granted to you by FingerTec will cease, including your right to access the Site, and you agree to destroy any and all FingerTec Confidential Information that is in your possession or control. At FingerTec’s request, you agree to provide certification of such destruction to FingerTec. |
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10. FingerTec Independent Development.
Nothing in this Agreement will impair FingerTec’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with, any other products, software or technologies that you may develop, produce, market, or distribute. In the absence of a separate written agreement to the contrary, FingerTec will be free to use any information, suggestions or recommendations you provide to FingerTec pursuant to this Agreement for any purpose, subject to any applicable patents or copyrights. |
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11. Use Of FingerTec Trademarks, Logos, etc.
You agree to follow FingerTec’s Guidelines For Using FingerTec Trademarks and Copyrights as published on FingerTec’s website at www.fingertec.com and as may be modified from time to time. You agree that all goodwill arising out of your authorized use of FingerTec’s marks shall inure to the benefit of and belong to FingerTec. |
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12. No Warranty.
FINGERTEC AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS (COLLECTIVELY, “FINGERTEC” FOR PURPOSES OF THIS SECTION 13 AND 14) DO NOT PROMISE THAT THE SITE, CONTENT, SERVICES (INCLUDING, FUNCTIONALITY OR FEATURES OF THE FOREGOING), COMPATIBILITY LABS, DTS SERVICES, OR ANY OTHER INFORMATION OR MATERIALS THAT YOU RECEIVE AS A REGISTERED FINGERTEC DEVELOPER (COLLECTIVELY, THE “SERVICE” FOR PURPOSES OF THIS SECTION 13 AND 14) WILL BE ACCURATE, RELIABLE, TIMELY, SECURE, ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED. THE SERVICE IS PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS AND THE SERVICE IS SUBJECT TO CHANGE WITHOUT NOTICE. FINGERTEC CANNOT ENSURE THAT ANY CONTENT (INCLUDING FILES, INFORMATION OR OTHER DATA) YOU ACCESS OR DOWNLOAD FROM THE SERVICE WILL BE FREE OF VIRUSES, CONTAMINATION OR DESTRUCTIVE FEATURES. FURTHER, FINGERTEC DOES NOT GUARANTEE ANY RESULTS OR IDENTIFICATION OR CORRECTION OF PROBLEMS AS PART OF THE SERVICE AND FINGERTEC DISCLAIMS ANY LIABILITY RELATED THERETO. FINGERTEC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FINGERTEC DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SERVICE. YOU ASSUME TOTAL RESPONSIBILITY AND ALL RISKS FOR YOUR USE OF THE SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY INFORMATION OBTAINED THEREON. YOUR SOLE REMEDY AGAINST FINGERTEC FOR DISSATISFACTION WITH THE SERVICE IS TO STOP USING THE SERVICE. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES. To the extent that FingerTec makes any pre-release SDK or other products, services or information related thereto available to you as a Registered FingerTec Developer, you understand that FingerTec is under no obligation to provide updates, enhancements, or corrections, or to notify you of any product or services changes that FingerTec may make, or to publicly announce or introduce the product(s) or service at any time in the future. |
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13. Disclaimer of Liability.
TO THE EXTENT NOT PROHIBITED BY LAW, UNDER NO CIRCUMSTANCES SHALL FINGERTEC BE LIABLE WITH RESPECT TO THE SERVICE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES RESULTING FROM DELAY OF DELIVERY OR FROM LOSS OF PROFITS, DATA, BUSINESS OR GOODWILL, ON ANY THEORY OF LIABILITY, WHETHER ARISING UNDER TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, WHETHER OR NOT FINGERTEC HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IF, NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, FINGERTEC IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS THAT ARISES OUT OF OR IS IN ANY WAY CONNECTED TO YOUR USE OF THE SERVICE, FINGERTEC’S ENTIRE LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT SHALL BE LIMITED TO FIFTY DOLLARS ($50.00). |
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14. Governing Law.
This Agreement will be governed by and construed in accordance with the laws of Malaysia. |
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15. Miscellaneous.
No delay or failure to take action under this Agreement will constitute a waiver unless expressly waived in writing, signed by a duly authorized representative of FingerTec, and no single waiver will constitute a continuing or subsequent waiver. This Agreement will bind your successors but may not be assigned, in whole or part, by you without the written approval of an authorized representative of FingerTec. Any non- conforming assignment shall be null and void. If any provision is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous understandings regarding such subject matter. No addition to or removal or modification of any of the provisions of this Agreement will be binding upon FingerTec unless made in writing and signed by an authorized representative of FingerTec. The parties hereto confirm that they have requested that this Agreement and all attachments and related documents be drafted in English. |
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