Last updated: September 5, 2023

TERMS AND CONDITIONS FOR ENGAGE SOFTWARE USERS

These terms and conditions ("Terms") govern your use of the Engage software and Bluetooth Low Energy mobile credential web application(s) (“ENGAGE SOFTWARE” or "Service(s)") offered by Schlage Lock Company, LLC ("Company"). Additional terms and conditions that apply to the ENGAGE SOFTWARE ("Software") required for the use of Service are stated in this agreement in Section 3 below ("Software Terms"). "Terms" and "Software Terms" are collectively referred to as the "ENGAGE Terms". These Terms are a legally binding contract between your employer or other legal entity on whose behalf you are entering into this contract (“you” or “Customer”), and Company, and govern Customer’s use of the Services (as defined below).

1. REGISTRATION
   
   Please read these ENGAGE Terms before registering for the Service. PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY USING THE SERVICES, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND CUSTOMER TO THIS CONTRACT, AND YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE ON BEHALF OF CUSTOMER TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS. If you do not have such authority, or do not agree to the Terms, then you do not have our permission to use the Services. By using the Service, you will become a registered user of the Service and Engage Software (a "Subscriber"). You also agree to conduct business electronically and to be bound by the ENGAGE Terms. IF YOU DO NOT AGREE TO THE ENGAGE TERMS OR TO DO BUSINESS ELECTRONICALLY, PLEASE DO NOT REGISTER FOR THE SERVICE. The ENGAGE Terms are subject to change by the Company at any time, and provide you notice of such change by reasonable means selected by us such as posting the updated ENGAGE Terms on the Website. You are encouraged to regularly review the ENGAGE Terms to ensure that you are aware of any changes. By continuing to use the Service after changes in the ENGAGE Terms have been posted on the Website, you agree to be bound by the most current version of the ENGAGE Terms.
   
   In the event of any conflict between these ENGAGE Terms and the terms of any other offer for the Service, these ENGAGE Terms will govern.
   
   
2. CHANGES/UPGRADES TO THE SERVICES
   
   The Company has the right, in its sole discretion, to modify or change the Services and/or Software and any related Fees (as defined below) and will notify you of such changes. Your continued use after such modification(s) or change(s) are made constitutes your acceptance of such Service, Software, and/or Fees. However, if at any time you are not satisfied with the Service, Software, and/or Fees, you will always have the right to terminate the Service subject to terms and conditions.
   
   
3. USE OF SERVICE
   
   Eligibility – You must be 18 years old, or the age of majority, as determined by your local residency, to become a registered user and assume the obligations set forth in these ENGAGE Terms.
   
   System Requirements – The Company does not manufacture, sell, or install the third party system components required to utilize this Service. You may only access and use the Service with components capable of receiving the Service as identified below ("Third Party Components"). You must purchase all Third Party Components, including any applicable installation, service, and parts, from a participating seller or manufacturer. Third Party Components are not subject to the ENGAGE Terms, warranty, return policy. The Company is not responsible for any loss or damage to your personal, commercial, or real property, including without limitation, your business, commercial or personal belongings or property or that of your customers, resulting from the installation or use of the Service or use of Third Party Components with the Service. The Company is not responsible for the advertising, practices, promises, statements, services, or other items made by the manufacturers or sellers of the Third Party Components. If you have any questions regarding your Third Party Components, contact the applicable manufacturer or seller of that Third Party Components.
   
   
4. THIRD PARTY COMPONENTS:
   
   Overall system requirements:
   
   
   • Working Mobile Device (full functionality available)
   • Computer (PC only) with Internet Access (limited functionality available)
   • Active Wireless Internet Connection (https)
   • Local area network protected by a Firewall (port 443 shall not be restricted)
   • A valid email address
   • A valid physical address
   
   Safety and Access Control – It is your responsibility to exercise discretion and observe all safety measures that you deem necessary or as may be required by law to protect your business and any personal and real property and to prevent unauthorized access, misuse of passwords, or misuse of any other information. You may only access and use the Website as authorized by the ENGAGE Terms and any other materials the Company provides to you. The Company is not liable to you for any unauthorized access or misuse of the Service and Website. You may not use the Website in any manner that could damage, disable, overburden, or impair the Website or interfere with any other party's use and enjoyment of the Website. You may not attempt to gain unauthorized access to the Website, computer systems or networks connected to the Website, through hacking, password mining, or any other means. You agree that you will not engage in any activities with respect to the Website that are contrary to any applicable laws, rules, and regulations.
   
   Service Interruptions – Since the Service is web based, it may be interrupted or negatively affected by items outside of the control of the Company. The Company is not liable to you for interruptions of or problems with the Service caused by acts of any governmental body, health pandemic, war, insurrection, sabotage, armed conflict, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services obtained by you or the Company, virus attacks or hackers, failure of third party software (including, without limitation, e-business software, payment gateways, chat, statistics or free scripts) or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of the Services; failure of access circuits to the Company's computer network, unless such failure is caused solely by the Company; DNS ("Domain Name Server") issues outside the direct control of the Company; Issues with FTP, POP3, SMTP, or any items relating to your access to the Website or the Services; your acts or omissions (or acts or omissions of others engaged or authorized by you, including, without limitation, custom scripting or coding (e.g., COI, Perl, HTML, ASP, etc.), any negligence, willful misconduct, or use of Website or Services in breach of this Agreement; e-mail or WebMail delivery and transmission; DNS propagation; or outages elsewhere on the Internet that hinder access to the Website or the Services. Your Service is dependent on you ensuring that your Third Party Components are active and fully functioning. The Company is not liable due to any failure of your Third Party Components.
   
   Permitted Purpose; Restrictions – You will use the Services solely in accordance with these Terms, for Customer’s own internal business purposes (the “Permitted Purposes”). Customer shall not, and shall ensure that its authorized users do not, use the Services (i) to perform any activity that is unlawful, or that is harmful to or interferes with any use of the Services, or the network, systems, or facilities used to provide the Services; (ii) in violation of any third party’s privacy, intellectual property, or other rights; (iii) in a service bureau, outsourcing, renting, sublicensing, or time-sharing capacity; (iv) to perform any activity intended to circumvent the security measures of Schlage or any third party; or (v) for any purpose other than the Permitted Purposes. Further, Customer shall not, and shall ensure that its authorized users do not, (i) reproduce, duplicate, copy, sell, resell, or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Services or any data or content provided by Schlage through the Services, (ii) modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Services, (iii) use any robot, spider, site search/retrieval application, or other manual or automatic device to retrieve, index, “scrape”, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Services, without Schlage’s express prior written consent, or (iv) rent, distribute, or resell the Services, use the Services as the basis for developing a competitive solution (or contract with a third-party to do so), or allow third-parties to use or exploit the Services, other than on behalf of Customer for the Permitted Purposes, without Schlage’s prior written consent. If Customer becomes aware of any breach of the foregoing, Customer will immediately notify Schlage and remedy the situation, including, if necessary, by limiting, suspending, or terminating any relevant user’s access to the Services. Schlage reserves the right to suspend Customer’s access to the Services if reasonably necessary to prevent harm to anyone, with such notice as may be reasonable in the context of the prospective harm. Customer is responsible for the confidentiality and use of all credentials issued to Customer or its personnel to access the Services, and for all use of the Services facilitated by such credentials.
   
   Software Requirements – The ENGAGE SOFTWARE ("Licensed Software") is required for the use of the Service and certain Company components (e.g., Schlage NDE products). The following software terms and conditions shall apply:
   
   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, PROMPTLY EXIT THE ENGAGE SOFTWARE APPLICATION. THIS LICENSE AGREEMENT REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE ENGAGE SOFTWARE ("SOFTWARE") BETWEEN YOU AND SCHLAGE LOCK COMPANY, LLC ("COMPANY"), AND IT SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES.
   
   
5. LICENSE GRANT AND USE
   
   
   1. Company grants to You a non-exclusive, non-transferable license to access the Software by downloading a web-based machine-readable version of the Software, as may be updated from time to time without notice by Licensor at Licensor's sole discretion ("Licensed Software"), as well as any user manuals and technical materials viewable and printable through Licensor's website (the "Documentation"). The Licensed Software and Documentation are collectively called the "System."
      
      
   2. You acknowledge that You have no ownership, rights, title or other interest in the Software apart from that granted hereunder. All rights, title, and interest including, but not limited to, intellectual property interests, in and to the System are the exclusive property of Licensor, and this Agreement shall not be deemed a transfer of title or ownership in any respect.
      
      
   3. Fees for the Services are as specified in the applicable order form, and apply for the duration specified in the order form. If you fail to pay an invoice within thirty-five (35) days after the date of the invoice, Company reserves the right to terminate the license and this Agreement. You acknowledge that the license granted hereunder is terminable in accordance with other terms that may be applicable or, if no other terms are applicable, at will by Company in its sole and absolute discretion. Termination of the Agreement revokes Your license and ends Your rights. In case of such termination, You will immediately cease use of the System. 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 Company's proprietary rights.
      
      
   4. You acknowledge that the Licensed Software may include software provided by third parties ("Third Party Software") and the licensor of any Third Party Software embedded in the Licensed Software has a proprietary interest in such software.
      
      
   5. You may view and download a single copy of the Documentation solely for Your personal, non-commercial use. You will not otherwise, in whole or in part, sublicense, copy, rent, loan, transfer, modify, enhance, prepare derivatives of, decompile, or reverse engineer any portion of the System.
      
      
   6. If any modifications, enhancements, improvements or alterations to the Software are or have been made by Company, You or any non-party, either singly or in combination, all such modifications, enhancements, improvements or alterations shall belong exclusively to Company. You agree to assign to Company any ownership or other right, title and interest in or to any such improvements, enhancements, modifications or alterations and to execute any documents to facilitate said assignment that are requested of it by Company.
      
      
   7. Your rights hereunder may not be assigned, sold, transferred, pledged or encumbered in any way. You may not sell, sublicense or rent Software to any third-party. Company may assign this Agreement.
      
      
   8. You agree that you are solely liable and responsible for all personal data or personally-identifiable information of end-users inputted into the Engage Software. You represent and warrant that You have obtained all required permissions from and made all required disclosures to end-users whose personal data or personally-identifiable information is inputted into the Engage Software in order to provide the Service.
      
      
6. MAINTENANCE. Company shall have no obligation to support or maintain Software.
   
   
7. CONSULTING AND TRAINING. Consulting and training services are not provided under this Agreement.
   
   
8. PROPRIETARY RIGHTS. You acknowledge that System is a proprietary asset of Company.
   
   
9. LIMITATION OF LIABILITY. YOU WAIVE AND RELEASE ANY CAUSES OF ACTION, BOTH AT LAW OR IN EQUITY, AND/OR ANY REMEDIES YOU MIGHT CURRENTLY HAVE OR HEREAFTER ACQUIRE AGAINST COMPANY, OR ITS RELATED BUSINESSES, SUPPLIERS, AGENTS, OR REPRESENTATIVES ARISING EITHER HEREUNDER OR FROM YOUR PRIOR USE OF THE SOFTWARE. IN NO EVENT, SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, OR FOR SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, AND EACH PARTY COVENANTS NOT TO SEEK SUCH DAMAGES WITH RESPECT TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT.
   
   
10. EXPORT CONTROL. The United States controls the export of products and information. You agree to comply with such restrictions and not to export or re-export the System or any portion thereof to countries or persons prohibited under the export control laws. By downloading the System, you are agreeing that you are not in a country where such export is prohibited and that you are not on the U.S. Commerce Department's Table of Denial Orders or the U.S. Treasury Department's list of Specially Designated Nationals. You are responsible for compliance with the laws of your local jurisdiction regarding the import, export, or re-export of the System.
    
    
11. USER INFORMATION. The Company may use the information it obtains relating to You, including, but not limited to, Your Internet Protocol ("IP") address, name, mailing address, email address, cellular phone information, and use of the Web Site, to provide the Service and for its internal business and marketing purposes and may disclose the information to third parties for such purposes, strictly subject to the privacy specifications set forth in the Company's Privacy/Security Policy available on the Company's Website.
    
    
12. GOVERNING LAW
    
    The United Nations Convention on the International Sale of Goods is explicitly excluded from this Agreement.
    
    This Agreement and any action related thereto or related to the Software shall be governed, controlled, interpreted, and defined by and under the laws in effect in the State of Delaware, United States of America without regard to conflicts of law principles. Venue for any action, claim or proceeding pertaining to this Agreement shall be Delaware and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts for the purpose of such action.
    
    
13. ENTIRE AGREEMENT. This represents the entire agreement and understanding of the parties with respect to the subject matter of this Agreement and supercedes all prior agreements and understandings between the parties, whether oral or written, with respect to this subject matter. Notwithstanding the foregoing, the Terms and Conditions of Company's web site are incorporated herein by reference and are made part of this Agreement. You acknowledge that such Terms and Conditions may be changed at any time without notice by Company, and that such changes to the Terms and Conditions shall be binding upon You.
    
    
14. WARRANTIES
    
    THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER AS TO THE AVAILABILITY, PERFORMANCE OR FUNCTIONALITY OF THE SERVICE, THE WEBSITE, OR SOFTWARE AND ALL ASSOCIATED SERVICES AND INFORMATION (COLLECTIVELY "ENGAGE SERVICES") OR FOR ANY THIRD PARTY COMPONENTS PURCHASED BY YOU OR THIRD PARTY SERVICE PURCHASED BY COMPANY. THE COMPANY MAKES NO WARRANTY THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR OPERATE IN THE COMBINATIONS WHICH MAY BE SLECTED FOR USE BY YOU OR YOUR CUTOMERS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE INTERUPPTED OR ERROR FREE. THE ENGAGE SERVICES ARE BEING PROVIDED TO YOU ON "AS-IS" AND "AS AVAILABLE" BASIS. YOUR USE OF THE ENGAGE SERVICES IS AT YOUR SOLE RISK. ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED WHETHER SUCH WARRANTIES ARE EXPRESS, IMPLIED, OR STATUTORY.
    
    THE THIRD PARTY LINKS, RESOURCES, AND CONTENT AVAILABLE WITH THE ENGAGE SERVICES ARE NOT CONTROLLED BY THE COMPANY, AND THE COMPANY DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, REGARDING SUCH THIRD PARTY LINKS, RESOURCES, AND CONTENT INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE COMPANY WILL NOT BE LIABLE FOR YOUR ACCESS TO, USE OF OR DOWNLOADING OF CONTENT AVAILABLE ON OR THROUGH, THE SERVICE OR WEBSITE.
    
    SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISLCAIMERS, WAIVERS, AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
    
    
15. LIABILITY
    
    THE COMPANY DOES NOT AUTHORIZE ANY PERSON TO CREATE FOR IT ANY OBLIGATION OR LIABILTY IN CONNECTION WITH THE ENGAGE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY, ITS SUPPLIERS, THE LICENSOR OF ANY THIRD PARTY SOFTWARE EMBEDDED IN THE SYTEM, OR OTHER LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, PERSONAL OR REAL PROPERTY DAMAGE, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, OR NEGLIGENCE) AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN ANY WAY RELATED TO (a) THE USE OF OR INABILITY TO USE THE ENGAGE SERVICES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; OR (c) ANY OTHER MATTER RELATING TO THE ENGAGE SERVICES. EXCEPT AS OTHERWISE PROVIDED IN THESE ENGAGE TERMS, IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE ENGAGE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO CANCEL AND DISCONTINUE USING THE ENGAGE SERVICES AND TO RECEIVE A REFUND FOR SERVICES NOT RENDERED. IN NO INSTANCE WILL THE COMPANY'S LIABILITY TO YOU EXCEED THE FEES PAID BY YOU IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM AT ISSUE AND YOU AGREE THAT THIS LIMITATION REPRESENTS A REASONABLE ALLOCATION OF RISK. THE FOREGOING EXCLUSIONS AND LIMITATIONS WILL APPLY REGARDLESS OF ANY ALLEGATION OR FINDING THAT A REMEDY FAILED OF ITS ESSENTIAL PURPOSE, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) AND EVEN IF THE COMPANY OR OTHERS WERE ADVISED OR AWARE OF THE POSSIBILITY OF LIKELIHOOD OF SUCH DAMAGES OR LIABILITY.
    
    
16. INDEMNIFICATION
    
    BY REGISTERING FOR THE SERVICE, YOU AGREE TO INDEMNIFY, DEFEND AND HOLD SCHLAGE LOCK COMPANY, LLC, ITS PARENT COMPANY, SUBSIDIARIES, AFFILIATES, SUPPLIERS, AND LICENSORS, AND THE RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ASSIGNS HARMLESS FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, DEMANDS, PROCEEDINGS, SUITS AND ACTIONS, INCLUDING ANY RELATED LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, FINES, JUDGMENTS, SETTLEMENTS, EXPENSES (INCLUDING ATTORNEYS' AND ACCOUNTANTS' FEES AND DISBURSEMENTS) AND COSTS INCURRED BY, BORNE BY OR ASSERTED AGAINST THE COMPANY TO THE EXTENT SUCH CLAIMS IN ANY WAY RELATE TO, ARISE OUT OF, OR RESULT FROM YOUR USE OF THE ENGAGE SERVICES.
    
    
17. AGREEMENT TO MANDATORY ARBITRATION
    
    Instead of suing in court, you and the Company agree to resolve all disputes and claims between us only by binding and bilateral arbitration. There is no judge or jury in arbitration, and court review of an arbitration award is limited. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION. However, just as a court would, the arbitrator can award damages and relief, including any attorneys' fees if authorized by law. The arbitrator's decision and award is final and binding, with some exceptions under the Federal Arbitration Act, 9 U.S.C. 1, et seq., and judgment on the award may be entered in any court with jurisdiction.
    
    References to the "Company", "you" and "us" for purposes of this agreement to arbitrate include our respective subsidiaries, affiliates, agents, employees, predecessors in interest, heirs, guardians, successors and assigns, and all authorized or unauthorized users or beneficiaries of the Company's services
    
    This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to (i) disputes and claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; (ii) claims that arose before this or any prior agreement (including, but not limited to, claims relating to advertising); (iii) claims that may arise after the termination of your relationship with the Company; and (iv) claims that are currently the subject of purported class action litigation in which you are not a member of a certified class.
    
    This arbitration agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf. In addition, and notwithstanding the other provisions of this arbitration agreement, either party may bring an individual action in small claims court.
    
    The Federal Arbitration Act, 9 U.S.C. 1, et seq. (the "FAA") governs the interpretation and enforcement of this agreement to arbitrate. The FAA's provisions, not state law, govern all questions of whether a dispute is subject to arbitration.
    
    Unless otherwise agreed to by you and the Company in writing, the arbitration will be governed and conducted by JAMS before a single arbitrator who is licensed to practice law. The JAMS rules, including the selection of an arbitrator, filing, administration, discovery and arbitrator fees will be conducted under JAMS Comprehensive Arbitration Rules & Procedures, except as modified by this agreement or otherwise agreed to by you and the Company in writing. The JAMS rules are available on its website at www.jamsadr.com. To the extent that this agreement to arbitrate conflicts with JAMS's Consumer Minimum Standards, the JAMS's Consumer Minimum Standards in that regard shall control. NOTHING IN THIS PARAGRAPH SHALL REQUIRE OR ALLOW YOU OR THE COMPANY TO ARBITRATE ON A CLASSWIDE OR CONSOLIDATED BASIS.
    
    THIS AGREEMENT DOES NOT ALLOW CLASS ARBITRATIONS EVEN IF JAMS PROCEDURES OR RULES WOULD. RATHER, YOU AND THE COMPANY ARE ONLY ENTITLED TO PURSUE ARBITRATION ON AN INDIVIDAL BASIS, AND UNLESS YOU AND THE COMPANY AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE INDIVIDUAL PARTY'S CLAIMS WITH ANY OTHER PARTY'S CLAIMS, AND MAY NOT PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR COLLECTIVE PROCEEDING.
    
    You and the Company are each responsible for their respective costs relating to counsel, experts, and witnesses, and any other costs relating to the arbitration. The Company, however, will pay for the arbitration administrative or filing fees, including the arbitrator and/or other JAMS case management fees, for any dispute of $75,000 U.S. Dollars or less, unless the claim is determined by the arbitrator to be frivolous. Otherwise, the JAMS Comprehensive Arbitration Rules & Procedures and the JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses, Minimum Standards of Procedural Fairness regarding costs and payment apply.
    
    Unless you and the Company agree otherwise in writing, the arbitration will take place in the county or Province of your billing address.
    
    An arbitration award and any judgment confirming it apply only to that specific case; it cannot be used in any other case except to enforce the award itself.
    
    IF FOR SOME REASON THE PROHIBITION ON CLASS AND/OR REPRESENTATIVE ARBITRATIONS SET FORTH ABOVE CANNOT BE ENFORCED, THEN THE AGREEMENT TO ARBITRATE WILL NOT APPLY.
    
    If for any reason a claim proceeds in court rather than through arbitration, you and the Company agree that there will not be a jury trial. You and the Company unconditionally waive any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement in any way. In the event of litigation, this paragraph may be filed to show a written consent to a trial by the court.
    
    If you or the Company fail to comply with this arbitration provision, the breaching party shall be liable for the costs and attorneys' fees incurred by the other party in enforcing compliance with the arbitration agreement.
    
    
18. TERM AND CANCELLATION
    
    Your Service will commence upon your acceptance of these ENGAGE Terms and will continue until cancellation by either you or the Company as provided herein.
    
    You will have a right, at any time, to cancel the Service upon notice to the Company's customer service. If Services are cancelled by you, no refunds of any monies paid to Company will be issued.
    
    The Company reserves the right to suspend or cancel the Services at any time if you fail to pay amounts owing to the Company when due, violate or breach any of the ENGAGE Terms, or for any other reason in its sole discretion. If your Service is suspended or cancelled, you will still be responsible for payment of all outstanding balances accrued through the cancellation date, including any fees described herein.
    
    
19. GENERAL
    
    Waiver. Any waiver granted herein shall not be deemed effective unless in writing, executed by the party as to whom enforcement of the waiver is sought. A waiver by either party of any provision(s) hereof shall not be deemed a waiver as to any other provision hereof or of any subsequent breach by either party of the same or any other provision.
    
    Severability. If any provision of these ENGAGE Terms is prohibited or unenforceable by any applicable law, the provision shall be ineffective only to the extent and for the duration of the prohibition of unenforceability, without invalidating any of the remaining provisions.
    
    Survival. The obligations of you under these ENGAGE Terms that by their nature would continue beyond the termination of these ENGAGE Terms including, but not limited to, those sections relating to Fees and Indemnification will survive any termination.
    
    Attorneys' Fees. In the event the Company seeks legal action against you for collection of any Fees or to enforce its rights and your obligations under these ENGAGE Terms, the Company is entitled to recover from you its reasonable costs and expenses including, but not limited to, reasonable attorneys' fees incurred as a result.
    
    Remedies. The rights and remedies provided to the Company under these ENGAGE Terms are in addition to any other remedies available at law or in equity.
    
    Governing Law and Venue.
    
    The United Nations Convention on the International Sale of Goods is explicitly excluded from this Agreement.
    
    These ENGAGE Terms and any action related thereto or related to Services shall be governed, controlled, interpreted, and defined by and under the laws in effect in the State of Delaware, United States of America, without regard to conflicts of law principles. Venue for any action, claim or proceeding pertaining to this Agreement shall be Delaware and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts for the purpose of such action.
    
    Notwithstanding the foregoing and pursuant to Section 8 of this Agreement, the Federal Arbitration Act, 9 U.S.C. 1, et seq. (the "FAA") governs the interpretation and enforcement of this Agreement to arbitrate. The FAA's provisions, not state law, govern all questions of whether a dispute is subject to arbitration.
    
    Entire Agreement. These ENGAGE Terms represent the entire agreement and understanding of the parties with respect to the subject matter of these terms and conditions and supersedes all prior agreements and understandings between the parties, whether oral or written, with respect to this subject matter.
    
    If you have any questions regarding these ENGAGE Terms or any terms referenced herein, please contact the Company in any manner as follows:
    
    Address: Schlage Lock Company, LLC, 11819 N. Pennsylvania Street, Carmel, Indiana 46032
    Phone: 800.847.1864 (Option 3)
    
    
    

PRIVACY STATEMENT

1. OVERVIEW
   
   This Privacy Statement (“Statement”) describes how the Engage software and Bluetooth Low Energy mobile credential web application(s) (“Services”) offered by Schlage Lock Company, LLC, an Allegion plc subsidiary (“Allegion”, “we”, “us”, “our”) collects and processes personal information and data.
   
   By using the Services, you agree that your personal information and data will be handled as described in this Statement. Your use of our Services, and any dispute over privacy, is subject to this Statement and our Terms and Conditions for Engage Software Users, which are incorporated by reference into this Statement and include applicable limitations on damages and the resolution of disputes.
   
   
2. INFORMATION WE COLLECT
   
   We collect information for the purposes of providing our Services in the following way:
   
   When you create an account to use the Services, you must provide your name and mobile phone number, and email (optional). In your use of the Services, we automatically collect general information, such as: mobile device model, mobile operating system, and battery level.
   
   
3. HOW WE USE YOUR INFORMATION
   
   We use your information, including your personal data, for the following purposes:
   
   
   1. When you create an account to use the Services, you must provide your name and mobile phone number, and email (optional). In your use of the Services, we automatically collect general information, such as: mobile device model, mobile operating system, and battery level.
      
      
      • To allow you to register, program, configure, schedule and use your lock.
      • To allow you to share access to your lock and your Services account with others.
      • To deliver our Services to you, to communicate with you about your use of our Services, to respond to your queries or complaints, and for other customer service purposes.
      • To inform you of the status of our Services, including but not limited to temporary loss of or degraded performance of the Service or products that you use.
      
      
   2. For legitimate interests. For this reason, we use your information, including your personal data, for the following purposes:
      
      
      • To tailor the content and information that we may send or display to you and personalized help and instructions, and to otherwise personalize your experiences while using the Services.
      • For marketing and promotional purposes. We may use your information, such as your email address, to send you news and newsletters, special offers, and promotions, or to otherwise contact you about products or information (including those offered by third parties) we think may interest you.
      • To better understand how users access and use our Services, both on an aggregated and individualized basis, to improve our Services, respond to user desires and preferences, and for other research and analytical purposes.
      • To comply with our legal obligations and assist government and law enforcement agencies or regulators, and to protect our rights and interests as well as the rights and interests of our users and other third parties.
      
      
4. HOW WE SHARE YOUR INFORMATION
   
   We may share your information, including personal data, as follows:
   
   
   • Affiliates. We may disclose the information we collect from you to our affiliates or subsidiaries; however, if we do so, their use and disclosure of your personal data will be subject to this Statement.
   • Service Providers. We may disclose the information we collect from you to third party vendors, service providers, contractors or agents who perform functions on our behalf. These third parties may be located outside of your home country and thus your information may be accessible to law enforcement or regulatory authorities according to the applicable laws of such foreign jurisdictions (see the section "International Transfers" below for more details of those countries in which (or to which) we may use, disclose, process, transfer or store your personal data).
   • Business Transfers. If we are acquired by or merged with another company, if we transfer some or all of our assets to another company, or as part of an asset sale, a sale of business or a bankruptcy proceeding, we may transfer the information we have collected about you to the other company.
   • In Response to Legal Process. We may disclose the information we collect from you where we are required or authorized by law to do so, and to comply with any judicial proceeding, court order, or other legal process, such as in response to a court order or a subpoena.
   • To Protect Us and Others. We may disclose the information we collect from you where we believe it is necessary to investigate, prevent, or take action regarding illegal activities, suspected fraud, situations involving potential threats to the safety of any person, or violations of our Terms of Use or this Notice.
   • Aggregate and De-Identified Information. We may share and disclose aggregate, de-identified or anonymized information about you or derived from your use of the Services with third parties for purposes of helping us review use of our Services and improve our Services and marketing, advertising, research, analytical or similar purposes.
   • You have consented. We may disclose the information we collect from you where you have expressly consented to the disclosure or the consent may reasonably be inferred from the circumstances.
   
   
5. SECURITY
   
   We may store your personal information in electronic format. We have implemented reasonable measures to protect the personal information we collect from damage, misuse, interference, loss, alteration, destruction, unauthorized or accidental use, modification, disclosure, access or processing, and other unlawful forms of processing data. However, please be aware no data security measures can guarantee 100% security. While we monitor and maintain the security of the Services, we do not guarantee that the Services or any products or services are impervious to attack or that any use of the Services or any products or services will be uninterrupted or secure. In addition, information that you transmit over the Internet, including through e-mail or SMS message, is not secured by us and is inherently vulnerable to attack or interception.
   
   
6. RETENTION
   
   We will retain your personal information for as long as we have a reasonable legal or commercial need for it, after which time we will destroy it through currently available secure destruction means. Among the criteria used to determine retention periods include the nature and duration of our relationship with you and any business or legal requirements to retain your information, such as pursuant to litigation or regulatory investigations. Personal information collected for recruitment purposes will be retained for a reasonable period of time in accordance with applicable laws, unless you are hired, in which case some of this information will be stored in your employment record.
   
   
7. YOUR RIGHTS AND CHOICES
   
   When it comes to your personal information, subject to the requirements under applicable law and depending on the jurisdiction in which you live, you may have the following rights:
   
   
   • Right of access
   • Right to rectification
   • Right to erasure
   • Right to restriction of processing
   • Right to data portability
   • Right to object to processing
   • Right to appeal any decision made with respect to the above rights
   • Right to opt-out of sharing your personal information for cross-context behavioral advertising.
   
   If you believe that the processing of your personal information violates legal requirements, you may also have the right to lodge a complaint with a competent data protection supervisory authority, depending on applicable laws. If the personal information has been collected in the EU and transferred outside of the EU, you additionally have the right to request details of the safeguards relied upon by us in relation to the transfer.
   
   For information on how to exercise the above rights, see “Exercising Your Rights” below.
   
   You can always choose not to provide information, even though it might be needed to take advantage of certain functionality or services. You can also choose to withdraw any previously given consent with regard to our processing of your personal information. However, it is important to keep in mind that in certain cases we will be unable to process your request or immediately conclude the use thereof, as it is possible that due to some legal obligation we will be required to continue handling your personal information. To revoke or otherwise withdraw your consent, you must send your request to the following e-mail address: dataprivacy@allegion.com.
   
   
8. EXERCISING YOUR RIGHTS
   
   You can exercise your rights to access, rectify, erase, restrict or object to processing, and your right to data portability, by sending us an email with your request to dataprivacy@allegion.com. Once we receive your request, we will contact you to verify your identity (e.g., via email address you previously provided to us) and country of residence. You may be entitled, in accordance with applicable laws, to submit a request through an authorized agent. To designate an authorized agent to exercise your rights and choices on your behalf, please e-mail dataprivacy@allegion.com. Allegion will respond to your requests within a reasonable amount of time as may be defined by applicable law, unless you are notified otherwise by us in writing. There is no charge for requesting access to your personal information, but we may ask you to meet reasonable costs in providing you with access, for example photocopying or postage costs. It should be appreciated that there are some circumstances in which we are not required to give you access to delete or correct your personal information. We will take all reasonable steps to ensure that the personal information we hold about you remains accurate, up to date, and complete. We will not discriminate against you for exercising these rights.
   
   
9. ADDITIONAL INFORMATION FOR CONSUMERS IN THE UNITED STATES
   
   
   1. CALIFORNIA CONSUMERS
      
      If you are a California resident and the processing of personal information about you is subject to the California Consumer Privacy Act (“CCPA”)/California Privacy Rights Act (“CPRA”), California law grants certain rights as set forth below:
      
      
      • Right to know. You have a right to request that we disclose to you the personal information we have collected about you. You also have a right to request additional information about our collection, use, disclosure, or sale of such personal information. Note that we have provided much of this information in this Privacy Statement.
      • Right to request deletion. You also have a right to request that we delete personal information under certain circumstances, subject to a number of exceptions.
      • Right to non-discrimination. The CCPA/CPRA prohibits discrimination against California residents for exercising their rights under the CCPA/CPRA, such as by denying or providing a different level or quality of goods or services, or charging different prices or imposing penalties on residents who exercise their CCPA/CPRA rights, unless doing so is reasonably related to the value provided to the business by the resident’s data.
      
      Requests to exercise your rights may be submitted by: (i) sending us an email with your request to dataprivacy@allegion.com; (ii) via phone at 1-877-671-7011. Please be prepared to provide your first and last name and email address that matches information we currently have on file. Where we are unable to verify your identity based upon this information alone, we may require additional details. You may designate, in writing or through a power of attorney, an authorized agent to make requests on your behalf to exercise your rights under the CCPA/CPRA. Before accepting such a request from an agent, we will require the agent to provide proof you have authorized it to act on your behalf, and we may need you to verify your identity directly with us. We will respond to verifiable requests received from California consumers as required by law.
      
      Under California’s Shine the Light law, California residents who provide us certain personal information are entitled to request and obtain from us, free of charge, information about the personal information (if any, and as defined under the law) that we have shared with third parties during the preceding calendar year for their own direct marketing purposes. We do not share your personal information in this way.
      
      COLORADO, VIRGINIA, UTAH AND CONNECTICUT CONSUMERS
      
      If you are a Colorado, Virginia, Connecticut or Utah resident and the processing of personal information about you is subject to these state laws, subject to certain limitations, you have the following rights:
      
      
      • Right of Access: You have the right to confirm whether we process your personal information and request to access to such Personal Information.
      • Right to Deletion: You have the right to request that we delete personal information we have collected about you.
      • Right to Data Portability: You have the right to request that we provide you with your personal information in a portable format.
      
      Colorado, Connecticut and Virginia only:
      
      
      • Right to Correction: You have the right to correct inaccuracies in your personal information.
      • The Right to Opt Out. You have the right to opt out of targeted advertising, the sale of your personal information and profiling in furtherance of decisions that produce legal or similarly significant effects.
      
      At this time, we do not process your personal information for purposes of profiling in furtherance of decisions that produce legally or similarly significant effects concerning a consumer, and therefore, such opt-out rights are not available.
      
      You may have the right to appeal a denial of any of the above-listed rights. You may do so by following the appeal instructions outlined in the relevant communication we send to you.
      
      Requests to exercise your rights may be submitted by sending us an email with your request to dataprivacy@allegion.com. Please be prepared to provide your first and last name and email address that matches information we currently have on file. Where we are unable to verify your identity based upon this information alone, we may require additional details.
      
      Authorized Agents in Colorado and Connecticut:
      
      If you want to make a request as an authorized agent on behalf of a Colorado or Connecticut resident, you may use the submission methods noted above. As part of our verification process, we may request that you provide, as applicable, proof concerning your status as an authorized agent. In addition, we may require the individual on whose behalf you are making the request to verify their own identity or your permission to submit the request.
      
      
10. ADDITIONAL INFORMATION FOR RESIDENTS AROUND THE WORLD
    
    Allegion will afford all individuals their respective data privacy rights to the extent they are applicable in compliance with the law of their country. All rights listed herein shall be afforded to other residents of the world respectively. If you have any questions, requests, or concerns please contact us by sending an email to dataprivacy@allegion.com.
    
    
11. CROSS-BORDER DATA TRANSFERS
    
    Allegion is a global group of companies. Please note that we may use, disclose, process, transfer, or store information, including personal information, outside the country in which it was collected, such as to the United States and other countries, which may not guarantee the same level of protection for personal information as the country in which you reside.
    
    Additionally, there are situations when personal information is transmitted to third-party service providers (in the United States and/or other countries, including countries in which Allegion operates or has offices) to provide services for Allegion, such as payment processing, web hosting, and other services required by law. Allegion uses third-party service providers to process personal information for service-related and administrative purposes. Such service providers are located in the United States and other locations where Allegion does business. When Allegion retains another company to perform a function of this nature, such third party will be required to protect the personal information and will not be authorized to use the personal information for any other purpose than to perform the intended function.
    
    Several countries require that organizations put in special protections when information is shared cross border. We comply with those obligations and have implemented intercompany mechanisms to meet those requirements. For example, if our processing of your personal information is subject to the United Kingdom (“UK”) or the European Economic Area (“EEA”) data protection laws, each recipient of your personal information will observe appropriate safeguards with regard to the processing of your personal information. Such safeguards will be the consequence of:
    
    
    • The recipient country having legislation in place which is considered as providing an adequate level of data protection according to UK and EEA standards;
    • Other appropriate measures, as available under applicable laws, including standard contractual clauses for transfers adopted by the European Commission or the UK Information Commissioner’s Office.
    
    Where required by such laws, you may request a copy of the suitable mechanisms we have in place by contacting us. If the applicable law requires your prior consent for the cross-border transfer of your personal information, we will ask you for such consent.
    
    
12. MINORS
    
    The Services are not directed at or intended to be used by anyone under the age of 13. If you believe someone under the age of 13 has impermissibly provided us with their personal information, please contact us via email at dataprivacy@allegion.com so that we can identify and delete their information.
    
    
13. CHANGES TO THIS PRIVACY STATEMENT
    
    We may change this Privacy Statement from time to time, so please be sure to check back periodically. We will post any changes to this Privacy Statement on the Services. If we make any changes to this Privacy Statement that materially affects our practices with regard to the personal information we have previously collected about you, we will endeavor to provide you with notice in advance of such change by highlighting the change on the Services or e-mailing you. Your continued use of our Services or the related applications or services or your provision of further information further to the change in this Privacy Statement constitutes your acceptance of our revised Privacy Statement.
    
    
14. CONTACT US
    
    If you have any questions or comments about our privacy practices or this Statement, please contact us at:
    
    

    Email to:	dataprivacy@allegion.com
    Mail to:	Allegion Chief Privacy Officer 11819 N. Pennsylvania St. Carmel, IN 46032

    
    The messages you send to us will be transferred to and reviewed in the United States.