Schlage Express License Agreement Details

The Schlage Express Software License Agreement Details are available during the first part of the installation process to reveiw and agree to before continuing installation.

There is a Print option available before continuing the installation if needed.

Here is the License Agreement Text if required before purchase or download:

READ THE FOLLOWING TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE CAREFULLY BEFORE PROCEEDING.   BY PROCEEDING, YOU ARE ACCEPTING AND AGREEING TO THE FOLLOWING SOFTWARE LICENSE TERMS AND CONDITIONS.  IF YOU ARE NOT WILLING TO BE BOUND BY THE FOLLOWING SOFTWARE LICENSE TERMS AND CONDITIONS, YOU SHOULD CHOOSE "NO" AND PROMPTLY RETURN THE SOFTWARE, AND YOU WILL RECEIVE A REFUND OF YOUR MONEY.  THIS LICENSE AGREEMENT REPRESENTS THE ENTIRE AGREEMENT CONCERNING SCHLAGE EXPRESS(tm) AND UPLINK(tm) SOFTWARE BETWEEN YOU AND SCHLAGE ELECTRONIC SECURITY AND IT SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES.

1. LICENSE GRANT AND USE

(a) This Software License ("Agreement") contains the terms and conditions by which Schlage ("Licensor")  will license software to Customer.

(b)  Licensor grants to Customer a nonexclusive, non-transferable license to use the machine-readable version of Schlage Express(tm) and UpLink(tm) software ("Licensed Software"), which Licensor delivers to Customer, and the user manuals and technical materials delivered to Customer (the "Documentation") to process its data subject to the Site Location, Server or Users [as defined in Section 1(e)] and other restrictions, if any, as specified on an Addendum.  The Licensed Software and Documentation are collectively called the "System."

(c)  "License Effective Date" means the first date that any Licensed Software is installed.

(d)  Customer acknowledges that the System may include software provided by third parties ("Third Party Software") and the licensor of any Third Party Software embedded in the System has a proprietary interest in such software.

(e)  Users are defined as individually named users, IP addresses or like of the System identified in an applicable Addendum.  If not included in an Addendum, Customer will provide a list of the Users within 30 days of Licensor's written request and will update the list of Users as changes occur; or, the System may be used only on a single computer owned, leased, or otherwise controlled by you; or, if applicable to System diskette/CD, in event of the inoperability of that computer, on a backup computer selected by Customer.  Neither concurrent use on two or more computers nor use in a local area network or other network is permitted without separate authorization and the payment of other license fees.

(f)  Customer may copy the System for archival or backup purposes only.  Customer will not otherwise, in whole or in part, sublicense, copy, rent, loan, transfer, modify, enhance, prepare derivatives of, decompile, or reverse engineer the System.  Customer will affix the proprietary or intellectual property notices contained in or placed upon the System to the permitted copy in such manner and location as to give reasonable notice of the proprietary or intellectual property rights of Licensor or any third party from whom Licensor has received distribution rights.

(g) Customer will receive one set of Documentation.  The Documentation is only for Customer's internal use.  Customer may purchase additional sets of Documentation or the right to reproduce the Documentation.  Customer will not, in whole or in part, copy the Documentation except as expressly permitted in writing.

2.  CONFIDENTIALITY.  Customer acknowledges that System is proprietary and confidential information of Licensor, except those parts of the System which become public other than through the acts of Customer or its employees or subcontractors.  Customer will not disclose, provide or otherwise make available, the System or any other proprietary or confidential information of Licensor, in whole or in part, except to Customer's employees or subcontractors in the scope of their agency who agree not to disclose, provide or otherwise make available such information.  This Confidentiality Section continues, as to each bit of information, for so long as such information remains confidential information.

3.  MAINTENANCE.  Maintenance Services are not provided under this agreement.  Maintenance Services may be available to Customer under separate agreement with the Licensor.

4.  CONSULTING AND TRAINING.  Consulting and training services are not provided under this agreement.  Licensor may, at Customer's request, provide consulting and training services under separate agreement with the Licensor.

5.  TERMINATION.  Termination of the Agreement revokes Customer's license and ends Customer's rights.  In case of such termination, Customer will immediately deinstall the System and promptly return to Licensor the System, all materials related to the System, and all proprietary and confidential information of Licensor held by Customer.  The terms that by their sense and context are intended to survive performance by either or both parties shall so survive the performance and termination of the Agreement, including without limitation those terms relating to warranty limitations, limitation of liability, remedies or damages, or Licensor's proprietary rights. 

6.  OWNERSHIP.  All rights, title, and interest including, but not limited to, intellectual property interests, in and to the System and any services provided under the Agreement are the exclusive property of Licensor.

7.  LIMITED WARRANTY.  Licensor warrants to Customer that during the first 6 months following the License Effective Date ("Warranty Period"), the System furnished by Licensor will function substantially in accordance with the Documentation delivered to Customer.  If during the Warranty Period, the System does not function substantially according to the Documentation, Customer will promptly notify Licensor in writing of any claimed deficiency.  If Licensor determines that such deficiency exists and is Licensor's sole responsibility, Licensor will, within 30 days, (a) correct such deficiency; (b) give Customer a plan acceptable to Customer for correcting the deficiency; or (c) upon Licensor's determination that neither (a) nor (b) can be accomplished, then Licensor may terminate the license.  Upon return of the System, Licensor will refund any Software License Fees paid to Licensor for the terminated System.  THIS SECTION 7 IS LICENSOR'S ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY FOR BREACH OF THE WARRANTY.

8.  WARRANTY LIMITATIONS.  BEYOND SECTION 7, NO OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LICENSOR WITH RESPECT TO THE LICENSED SOFTWARE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE .  LICENSOR DOES NOT WARRANT THAT THE LICENSED SOFTWARE WILL MEET CUSTOMER'S REQUIREMENTS OR OPERATE IN THE COMBINATIONS WHICH MAY BE SELECTED FOR USE BY CUSTOMER, OR THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.

9.  LIMITATION OF LIABILITY.  LICENSOR'S LIABILITY FOR DAMAGES WILL NOT EXCEED THE SOFTWARE LICENSE FEE PAID BY CUSTOMER FOR THE SYSTEM.  IN NO EVENT WILL LICENSOR OR THE LICENSOR OF ANY THIRD PARTY SOFTWARE EMBEDDED IN THE SYSTEM OR CUSTOMER'S SUPPLIER BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF USE OF THE PRODUCTS AND SERVICES, LOSS OF PROFITS, INCREASED EXPENSES OF OPERATION, OR CLAIMS OF CUSTOMER'S CUSTOMERS, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING, BUT NOT LIMITED TO, STRICT LIABILITY OR NEGLIGENCE), PATENT INFRINGEMENT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.  INDEMNIFICATION.

(a)  Licensor represents that, to the best of Licensor's knowledge, as of the License Effective Date, it is the owner or licensee of the System, that it has the right to grant the license set forth in Section 1, and that Customer's use of the System in accordance with the terms of the Agreement do not infringe upon any third party's United States copyright, patent or trade secret.  Licensor will indemnify and hold Customer harmless against liability to third parties (only for liability solely the fault of Licensor) arising from the violation of any third party's copyright,  patent or trade secret rights in connection with the use by Customer of the System (a) as delivered by Licensor to Customer or as modified by Licensor (but not Customer) and (b) in accordance with the Documentation and the Agreement, provided that (i) Licensor will have the right to conduct any defense or settlement in any such third party action arising as described, (ii) Customer will fully cooperate with such defense, and (iii) Licensor receives prompt written notice from Customer.  This indemnification is limited to the System delivered to Customer or as modified by Licensor and does not cover third party claims arising from modifications not authorized by Licensor or its licensor.  Licensor will have no liability for any claim of infringement based on (A) use of other than a current release of the System if such infringement would have been avoided by use of a current release, or (B) use or combination of the System with non-Licensor software or data if such infringement would have been avoided by using the System without the use of other software or data.

(b)  If a third party's claims substantially interfere with Customer's use of the System or if Licensor believes that a third party claim may substantially interfere with Customer's use of the System, Licensor, at its sole discretion, may (a) replace the System, without additional charge, with a functionally equivalent and non-infringing product; (b) modify the System to avoid the infringement; (c) obtain a license for the Customer to continue use of the System and pay any additional fee required for such license; or (d) if none of those alternatives are commercially reasonable, Licensor may terminate the license for the infringing software.  In such event Customer will deinstall the infringing software and return all copies to Licensor.  Upon return, Licensor will refund to Customer a prorated portion of the Software License Fee paid for the infringing software.  For every year following the License Effective Date, the refundable portion of the Software License Fee will be reduced by 20 percent.  THIS SECTION 10 IS LICENSOR'S ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY FOR A CLAIM OF INFRINGEMENT