Knox Mobile Enrollment Program Agreement
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 Mobile Enrollment Program Agreement (this “Agreement”) sets forth the terms and conditions between the entity described in the registration form (“You”, “Your” or the “Entity”) and Samsung Electronics Co., Ltd. (“Samsung”), under which the Entity uses the KNOX Mobile Enrollment Program (the “Service”) provided by Samsung, to deploy and manage MDM/EMM applications on Samsung devices.
2. GRANT OF LICENSE
Subject to Licensee’s full compliance with this Agreement, Samsung hereby grants You a limited, non-exclusive, personal, revocable, non-sublicensable and non-transferable license during the Term to access and use the Service internally in compliance with associated program documentations (“Program Documentation”) to deploy Your subscribed MDM/EMM application on Samsung devices owned by You.
As a condition to using the Service, You acknowledge and agree that
Except as expressly permitted under this Agreement, You agree not to exploit the Service in any way whatsoever. All rights not expressly granted in this Agreement are reserved by Samsung and no other licenses or rights are granted by Samsung, by implication, estoppels, or otherwise.
4. YOUR OBLIGATIONS
You represent and warrant that:
5. CHANGE OF SERVICE
You acknowledge and agree that Samsung may change or modify the Service or any part thereof at any time without notice.
6. TERM AND TERMINATION
This Agreement shall come into effect upon the date of Your acceptance (the “Effective Date”) and continue until terminated by either party in accordance with the terms of this Section 7. Either party may terminate this Agreement for its convenience, for any reason for no reason, by providing the other party with 30 day prior written notice. If You fail to comply with any of the provisions of this Agreement, Samsung, at its sole discretion, with or without notice to You, may terminate this Agreement and/or suspend your access to the Service or any part thereof.
7. DISCLAIMER OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. SAMSUNG DOES NOT MAKE, AND YOU DO NOT RECEIVE ANY REPRESENTATION, WARRANTY, CONDITION OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SAMSUNG DISCLAIMS ALL WARRANTIES EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR WORKMANLIKE EFFORT, FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY OR AVAILABILITY, ACCURACY, LACK OF VIRUSES, QUIET ENJOYMENT, NON INFRINGEMENT OF THIRD PARTY RIGHTS OR OTHER VIOLATION OF RIGHTS. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OR LIMITATIONS OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SAMSUNG OR ITS AFFILIATES SHALL BE DEEMED TO ALTER THIS DISCLAIMER BY SAMSUNG OF WARRANTY REGARDING THE SERVICE, OR TO CREATE ANY WARRANTY OF ANY SORT FROM SAMSUNG.
8. LIMITATION OF LIABILITIES
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SAMSUNG BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF SAMSUNG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF SAMSUNG ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, THE USE OF OR INABILITY TO USE SERVICE EXCEED THE FEES YOU PAID FOR THE SERVICE. THIS LIMITATION WILL APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER BREACH OF CONTRACT, NEGLIGENCE, INFRINGEMENT OR ANY OTHER THEORY REGARDLESS OF WHETHER OR NOT SAMSUNG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION AND WAIVER ALSO APPLIES TO ANY CLAIMS YOU MAY BRING AGAINST ANY OTHER PARTY TO THE EXTENT THAT SAMSUNG WOULD BE REQUIRED TO INDEMNIFY THAT PARTY FOR SUCH CLAIM. MULTIPLE CLAIMS SHALL NOT EXPAND THE LIMITATIONS SET FORTH IN THIS SECTION.
You acknowledge and agree that Samsung shall not be responsible for any loss, damage or Injury suffered by You, Your Representatives and/or Authorized Users arising out of or in connection with the Service or the 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 arising out of or in connection with any of the following: (i) Your breach of any covenant, obligation, representation or warranty in this Agreement; (ii) Your or Your Representative’s use of the Service; (iii) Your or Authorized User’s use of the Enabled Devices; and/or (iv) any infringement of any third party’s Intellectual Property Rights arising from the MDM/EMM Applications and/or the use or deployment of the same.
10. CONFIDENTIALITY; NO PUBLIC RELEASE
10.1 Definition of Confidential Information. "Confidential Information" means any and all information disclosed by Samsung to You under this Agreement and related to the past, present or future business or technology of Samsung, 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 Samsung is obligated to maintain in confidence. In addition, Confidential Information shall include the existence and content of 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 You, (ii) information that Samsung makes generally made available to the public, (iii) information that You independently develops without any use of or reference to any Confidential Information, or (iv) information that You lawfully obtains from a third party who had the right to transfer or disclose the information to You without limitation.
10.2 Obligations. You must protect Confidential Information using a degree of care that is no less than that which You use to protect Your own confidential information of the same or similar importance (and in any event, no less than a reasonable degree of care). You may use Confidential Information solely for the purpose of exercising Your rights and performing Your obligations under this Agreement and shall not use the same except as expressly permitted under this Agreement. You must not use Confidential Information for any other purpose, or for Your own or any third party’s benefit, without the prior written consent of Samsung. You may disclose Confidential Information to the extent required by law, provided that You take reasonable steps to notify Samsung of the relevant requirement prior to disclosing the Confidential Information and You take reasonable steps to obtain protective treatment against disclosure of the Confidential Information.
10.3 Publication. You shall not issue any press releases or make any other public statements relating to this Agreement, its terms and conditions or Your relationship with Samsung, without the express prior written approval of Samsung.
11.1 Choice of Law. This Agreement, including all revisions and amendments thereto, is governed by and construed in accordance with the laws of the Republic of Korea without regard to its conflict or choice of law principles. The United States Uniform Computer Information Transactions Act and the United Nations Convention on the International Sale of Goods shall not apply.
11.2 Arbitration. You unconditionally consent and agree that: any claim, dispute or controversy (whether in contract, tort, or otherwise) You may have against Samsung or its officers, directors, agents and employees arising out of, relating to, or connected in any way with the Service or this Agreement (including its existence, validity or termination), will 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.
11.3 Independent Contractors. The parties are independent contractors, and this Agreement shall not establish any relationship of partnership, joint venture, employment, franchise or agency between the parties.
11.4 Equitable Relief. You acknowledge and agree that a breach of this Agreement would cause irreparable injury to Samsung for which there may be no adequate remedy at law. Accordingly, Samsung shall have the right to apply to any court of competent jurisdiction for injunctive relief and specific performance, without prejudice to any remedies available to it at law or in equity.
11.5 Entire AGREEMENT; Modifications. This Agreement constitutes the entire agreement between You and Samsung with respect to the subject matter hereof. This Agreement supersedes and cancels all previous written and previous or contemporaneous oral communications, proposals, representations, and agreements relating to the subject matter contained herein.
11.6 Severability. If any term or provision of this Agreement is held to be void or unenforceable by any judicial or administrative authority, such determination shall not affect the validity of enforceability of the remaining terms and provisions of this Agreement. The remaining provisions of this Agreement shall remain in effect and shall be construed in accordance with its terms.
11.7 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
11.8 No Waiver. The failure of Samsung to enforce at any time any of the provisions of this Agreement, or the failure by Samsung to require at any time performance by You of any of the provisions of this Agreement, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the right of Samsung to enforce such provision thereafter. The express waiver by Samsung of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
11.9 Notice. Any notice required or permitted to be given in accordance with this Agreement shall be in writing. Notices to Samsung shall be sent by personal delivery, registered or certified mail (return receipt requested, postage prepaid) or commercial express courier (with written verification of receipt) to:
Samsung Electronics Co., Ltd.
(Maetan dong) 129, Samsung-ro, Yeongtong-gu,
Suwon-si, Gyeonggo-do 443-742 Korea
ATTN: Technology Strategy Group 1
For contractual purposes, You consent to receive communications from Samsung electronically. Notices sent to You shall be sent by personal delivery, electronic mail, registered or certified mail (return receipt requested, postage prepaid) or commercial express courier (with written verification of receipt) to: the address You have provided to Samsung in connection with the Service of this Agreement. All notices will be deemed given: (i) when delivered personally; (ii) 24 hours after electronic mail is sent, unless Samsung is notified that the email address is invalid; (iii) five (5) days after having been sent by registered or certified mail, (or ten (10) days for international mail); or (iv) one (1) day after deposit with a commercial express courier specifying next day delivery (or two (2) days for international courier packages specifying 2-day delivery). You or Samsung may change its address for receipt of notice by notice to the other in accordance with this Section.
11.10 Acceptance. The Parties may execute this Agreement in counterparts, each of which is deemed an original, but all of which together constitute one and the same agreement. This Agreement may be delivered by electronic mail communications in pdf format, and pdf copies of executed signature pages shall be binding as originals. Each Party to this Agreement agrees to use electronic signatures; and be subject to the provisions of the U.S. E-SIGN Act (i.e., the Electronic Signatures in Global and National Commerce Act (ESIGN, Pub.L. 106-229, 14 Stat. 464, enacted June 30, 2000, 15 U.S.C. ch.96). You acknowledge
and agree that by clicking on the “Agree” or similar button or by checking a box, you, through its authorized representative, is accepting and agreeing to the terms of this Agreement.
THIS AGREEMENT IS TIED TO THE ELECTRONIC REGISTRATION BY LICENSEE FROM A PERSON WITH LEGALLY AUTHORITY TO BIND LICENSEE TO THIS AGREEMENT. CLICKING “ACCEPT” OR ANY ACT OF USING ANY SERVICE PROVIDED UNDER THIS AGREEMENT SHALL BE DEEMED AS ACCEPTANCE OF THE TERMS OF THIS AGREEMENT. IF YOU ARE AN AGENT OR EMPLOYEE OF A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND LICENSEE TO THIS AGREEMENT BY CLICKING “ACCEPT” OR OTHERWISE USING THE SERVICE.