End User License Agreement for Enterprise for:
Knox Configure Terms and Conditions
PLEASE CAREFULLY READ THE BELOW TERMS. BY CLICKING “ACCEPT” OR OTHERWISE USING ANY SERVICE PROVIDED HEREUNDER, YOU AGREE TO THE BELOW TERMS. IF YOU DO NOT WISH TO SO AGREE, DO NOT CLICK “ACCEPT”, OR USE THE SERVICE. IF YOU ARE AN AGENT OR EMPLOYEE OF A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH LEGAL ENTITY TO THESE TERMS BY CLICKING “ACCEPT” OR OTHERWISE USING THE SERVICE.
This Knox Configure Terms and Conditions (these “T&C”) set forth terms and conditions between the entity described in the registration form (“You”, “Your” or the “Licensee”) and Samsung Electronics Co., Ltd. (“Samsung”) under which the Licensee uses a certain web console and related documentations provided by Samsung hereunder (the “Service”) to (i) configure Samsung-branded mobile devices owned or controlled by You (“Samsung Devices”); (ii) deploy software owned or licensed by You (“Software”) in Samsung Devices; and (iii) otherwise manage Samsung Devices (collectively, “Purpose”).
These T&C are effective as of the date on which these T&C are electronically signed or accepted by Licensee or otherwise Licensee uses any of the Service provided hereunder (the “Effective Date”). The term of these T&C commences on the Effective Date and continues until terminated earlier by Licensee or Samsung in accordance with Section 13 (“Term”).
3. GRANT OF LICENSE
Subject to Licensee’s full compliance with the terms of these T&C and Samsung’s issuance of an applicable License Key, Samsung grants Licensee a limited, non-exclusive, personal, revocable, non-sublicensable and non-transferable license to access and use the Service internally in strict compliance with associated documentations solely for the Purpose.
You acknowledge and agree that:
(a) You will comply all applicable laws and regulations, the terms of these T&C, and related documentations as modified by Samsung from time to time and may be made available hereunder;
(b) You will only use the Service to configure, deploy Software in and otherwise manage Samsung Devices owned or controlled by You and used by End Users who expressly give consent to such configuration, deployment and management (“Authorized Devices”). Any use of the Service with respect to any device that is not an Authorized Device, or for general deployment to third parties are expressly prohibited;
(c) You will not transfer, resell, lease, license or otherwise make available to any third parties any Samsung Devices that you configured, deployed Software in or otherwise managed via the Service (“Activated Devices”) before You remove such Samsung Devices from the Service and factory-reset such Samsung Devices, unless You obtain such third parties’ express acknowledgement and consent to such configuration, deployed Software and/or management, as applicable;
(d) You will obtain all necessary consents from any individuals who use the Activated Devices (“End Users”) and comply with all applicable privacy and data collection laws and regulations, to configure such Activated Devices, deploy Software in such Activated Devices and otherwise manage such Activated Devices, via the Service;
(e) Except as expressly permitted under these T&C, You agree not to exploit the Service or License Key in any unauthorized way or for any illegal action, including, without limitation, as a means of stalking, harassment, wiretapping or phone hacking. Licensee shall not copy, redistribute, modify, adapt, decompile, reverse engineer, disassemble, or create derivative works of the Service or License Key or any part thereof, or enable or allow others to do such things;
(f) Licensee shall ensure that any Software that Licensee deploys in Samsung Device using the Service, does not contain any virus or other malicious code;
(g) Except as expressly permitted under these T&C, Licensee agrees not to exploit the Service in any way whatsoever. All rights not expressly granted in these T&C are reserved by Samsung and no other licenses or rights are granted by Samsung, by implication, estoppels, or otherwise;
(h) Only limited Samsung Devices purchased from designated device resellers support the Service. Second-hand devices may not be eligible for the Service. Licensee must check whether target Samsung Devices and device resellers are eligible for the Service in advance;
(i) You may not use the Service if information required to demonstrate Your ownership or control to Samsung Devices that you wish to configure, deploy Software in or otherwise manage via the Service has not been provided by You or by Your device reseller on Your behalf prior to Your use of the Service; and
(j) Subject to the Licensed Terms for each License Key, Samsung may, at any time without notice, update, modify or suspend the Service. If Samsung provides updates or makes modification to the Service (“Updates”), such Updates will be governed by these T&C unless separate license terms are provided with the Updates, in which case that license terms will govern the Updates.
5. LICENSE KEY
You may purchase a license to use the Service from an authorized reseller, where any such use shall be governed by the terms and conditions of these T&C. Following your purchase of the license and subject to Your compliance with these T&C, You will be provided a license key for the Service (“License Key”). Licensee shall use the License Key solely for the Purpose, and not for any other purposes. License acknowledges and agrees that each License Key may only be used for a limited number of Authorized Devices during a limited period of time, as permitted by such License Key (“Licensed Terms”), and that once used on certain Activated Devices, a License Key is exhausted and non-transferable to other devices. Licensee shall not share, distribute or otherwise disseminate the License Key to any third party, and shall safeguard the License Key and treat them with the same care given to its own trade secrets.
6. REPRESENTATIONS AND WARRANTIES
You represent and warrant that:
(a) Licensee has the requisite corporate authority to enter into these T&C and perform its obligations under this Agreement;
(b) All information provided by You or Your device reseller on Your behalf in connection with the Service, including, without limitation, device identification number (e.g., IMEI, serial Number) for each Activated Device and information regarding Your IT admin, will be current, accurate and complete. You will promptly notify Samsung of any incorrectness or change to such information. (e.g., If an IT admin leaves the Licensee company, You will promptly notify Samsung thereof and immediately delete such person’s access to the Service);
(c) With respect to any Software deployed by You in Samsung Devices via the Service, You have all rights and licenses that are legally necessary to deploy such Software in Samsung Devices, and the Software or Your deployment thereof using the Service will not infringe any intellectual property rights of a third party including without limitation any patents, copyrights, trademarks and trade secrets; and
(d) Licensee shall comply with all applicable export statutes, rules and regulations of any governmental authority having jurisdiction and shall obtain all necessary permits, licenses and consents of governmental authorities necessary for the deployment, distribution, or use of any Software as contemplated under these T&C.
7. CONSENT TO USE OF DATA
You acknowledge and agree that the following information regarding Samsung Devices that you wish to configure, deploy Software in or otherwise manage using the Service will be collected, processed and used by Samsung for the purposes of providing the Service hereunder, validating License Keys, improving the Service, and/or statistical or demographic analysis: License Key, “IMEI”, “Serial Number” or ” MAC address” in hashed form, MODEL description, Android OS Version, Build Number, SDK Version, SDK APIs usage time / frequency, Package name / version / APK files (in hashed form) of the Software which use SDK, MCC (Mobile Country code) / MNC (Mobile network code), Country ISO code, CSC (customer software configuration) code, Client time zone, and Samsung Devices’ sources of purchase.
8. CONFIDENTIALITY AND PRESS RELEASE
8.1 Definition of Confidential Information
"Confidential Information" means any and all technical and non-technical information disclosed by Samsung (“Disclosing Party”) to Licensee (“Receiving Party”) under this Agreement and related to the past, present or future business or technology of the Disclosing Party, including without limitation, information constituting or concerning research, development, processes and methodologies; product architecture, designs and specifications; contents, whether human-readable or machine-readable; product, marketing, sales and business development plans and strategies; competitive analyses; financial analyses and forecasts; cost and pricing data; procurement requirements and vendor information; customers and prospects; licensing and distribution arrangements; and third party information that the Disclosing Party is obligated to maintain in confidence. In addition, Confidential Information shall include the License Key, Documentation, and Samsung SLM, and any other software, hardware and technical information provided by Samsung under this Agreement. Notwithstanding the foregoing, Confidential Information does not include: (i) information that is generally and legitimately available to the public through no fault or breach by Licensee, (ii) information that Samsung makes generally made available to the public, (iii) information that Licensee independently develops without use of any Confidential Information, and (iv) information that Licensee lawfully obtains from a third party who had the right to transfer or disclose the information to Licensee without limitation.
Licensee must protect Confidential Information using a degree of care that is no less than that which Licensee uses to protect Licensee’s own confidential information of the same or similar importance (and in any event, no less than a reasonable degree of care). Licensee may use Confidential Information solely for the purpose of exercising Licensee’s rights and performing Licensee’s obligations under these T&C and shall not use the same except as expressly permitted under this Agreement. Licensee must not use Confidential Information for any other purpose, or for Licensee’s own or any third party’s benefit, without the prior written consent of Samsung. Licensee may disclose Confidential Information to the extent required by law, provided that Licensee takes reasonable steps to notify Samsung of the relevant requirement prior to disclosing the Confidential Information and Licensee takes reasonable steps to obtain protective treatment against disclosure of the Confidential Information. Upon Samsung request or any termination of this Agreement, Receiving Party shall erase or destroy all copies of the Confidential Information.
Licensee must not issue any press releases or make any other public statements relating to these T&C, its terms and conditions, or Licensee’s relationship with Samsung under these T&C, without the express prior written approval of Samsung.
9. SUPPORT SERVICES
Licensee may contact Samsung for a technical issue or other inquiry regarding the Service, which shall be addressed in accordance with the service level document as updated from time to time by Samsung at its sole discretion. For the avoidance of doubt, Samsung’s obligation to provide the support services under these T&C shall be limited for Knox Configure, and Samsung shall have no obligation under these T&C to provide any support services with respect to Samsung Devices or any product, device, software or service other than Knox Configure. Samsung Devices may be subject to a limited warranty service depending on applicable warranty policies as provided with such devices. However, device warranty service may be limited with respect to Activated Devices since Samsung Authorized Service Centers may not be able to alter or reset configurations or security policies enabled by IT admins with Knox Configure. For example, if IT admins have restricted firmware update on Activated Device, Samsung Authorized Service Centers may not be able to conduct a firmware update even though it is necessary to fix an issue unless and until IT admins revert the restriction.
10. DISCLAIMER OF WARRANTY
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT ANY WARRANTY OF ANY KIND FROM SAMSUNG. SAMSUNG EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FURTHER, SAMSUNG DOES NOT REPRESENT OR WARRANT THAT THE SERVICE IS FREE OF ERRORS, BUGS OR INTERRUPTIONS, OR IS RELIABLE, ACCURATE, COMPLETE, OR OTHERWISE VALID. LICENSEE’S USE OF THE SERVICE IS AT ITS OWN DISCRETION AND RISK, AND LICENSEE WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM ITS ACCESS OR USE OF THE SERVICE.
11. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATIONS, SAMSUNG SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO LICENSEE OR ANY THIRD PARTY THROUGH LICENSEE FOR PERSONAL INJURY OR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR IN RELATION TO THESE T&C OR LICENSEE’S USE OF THE SERVICE, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF SAMSUNG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. LICENSEE’S UNDERSTANDING, ACKNOWLEDGEMENT AND ACCEPTANCE OF THIS SECTION ARE THE LEGAL BASIS AND CONSIDERATION FOR THE SERVICE PROVIDED UNDER THESE T&C.
You acknowledge and agree that Samsung shall not be responsible for any loss, damage or Injury suffered by You and/or End Users arising out of or in connection with the Service or Your use thereof, and agree to indemnify and hold harmless, and upon Samsung’s request, defend, Samsung, its affiliates, officers, directors, employees and agents from any claims, liabilities, losses, damages, demands, actions, expenses and costs, including, without limitation, attorneys’ fees and courts costs (collectively, “Losses”) arising out of or in connection with any of the following: (i) Your breach of any covenant, obligation, representation or warranty in these T&C; (ii) End Users’ use of the Activated Devices and/or the Software; and/or (iii) any alleged or actual infringement of any third party’s intellectual property rights arising from the Software or Your deployment of the Software via the Service.
These T&C and all rights granted by Samsung hereunder may be immediately terminated by either party if the other party has breached any terms of this Agreement and fails to cure such breach within thirty (30) days of a non-breaching party’s notice thereof. The provisions of Sections 4, 6, 8, 10, 11, 12, 13, and 14 will survive any termination of this Agreement.
14. GOVERNING LAW; VENUE.
These T&C shall be governed by and construed in accordance with the laws of the Republic of Korea, without regard to any conflict-of-laws rules. All disputes, controversies or claims between the parties arising out of or in connection with this Agreement (including its existence, validity or termination) shall be finally resolved by arbitration to be held in Seoul, Korea and conducted in English under the Rules of Arbitration of the International Chamber of Commerce; provided, however, that each party may enforce its or its affiliates’ intellectual property rights in any court of competent jurisdiction, including but not limited to equitable relief. The arbitral award shall be final and binding on the parties. Except to the extent entry of judgment and any subsequent enforcement may require disclosure, all matters relating to the arbitration, including the award, shall be held in confidence.
15. ENTIRE AGREEMENT
These T&C constitute the entire agreement between You and Samsung and supersede all previous agreements and understandings, whether oral or written, with respect to the subject matter hereof.
THESE T&C ARE TIED TO THE ELECTRONIC REGISTRATION BY THE ENTITY FROM A PERSON WITH LEGAL AUTHORITY TO BIND THE ENTITY TO THESE T&C. CLICKING “ACCEPT” OR ANY ACT OF USING THE SERVICE PROVIDED UNDER THESE T&C SHALL BE DEEMED AS ACCEPTANCE OF THE TERMS OF THESE T&C. IF YOU ARE AN AGENT OR EMPLOYEE OF THE ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THE ENTITY TO THESE T&C BY CLICKING “ACCEPT” OR OTHERWISE USING THE SERVICE.