THESE TERMS ARE A CONTRACT BETWEEN YOU (Customer) AND LYNX (Company) AND GOVERN YOUR USE OF AND ACCESS TO THE SERVICE, THE EQUIPMENT, AND THE SITE (includes Website and Apps), WHETHER IN CONNECTION WITH A PAID SUBSCRIPTION OR A FREE TRIAL. BY ACCESSING, BROWSING, AND/OR USING THE SERVICE, THE EQUIPMENT, OR THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS AND THAT YOU WILL COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS. YOUR USE IS SUBJECT TO THE MOST RECENT VERSION OF THESE TERMS POSTED ON THE SITE AND IT IS YOUR RESPONSIBILITY TO PERIODICALLY CONSULT THESE TERMS WHENEVER YOU INTEND TO USE THE SERVICE, THE EQUIPMENT, OR THE SITE. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICE, THE EQUIPMENT, OR THE SITE.
1. Your Acceptance
1.1. Acceptance by Use.
By selecting a Subscription Plan, or by taking possession of or using Equipment, or by using the Service (including, without limitation, any applications, content and functionality available through the Service), You accept and agree to be bound by Lynx’s Terms and Privacy Policy.
1.2. Corporate Representative.
If You are entering into these Terms on behalf of an unincorporated association or some form of legal entity, then You represent and warrant that You have the authority to enter into these Terms on behalf of such organization or entity and that from and after Your acceptance of the Terms, then the Terms are binding upon the organization or entity You represent.
1.3. Age Restrictions.
You represent and warrant that You are either older than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able, competent, and legally permitted to enter into the terms, obligations, affirmations, representations, indemnities, and warranties set forth in these Terms and to abide by and comply with these Terms. You further represent and warrant that You are over the age of 13, as the Service is not intended for children under the age of 13. If You are under the age of 13, then do not use the Service.
1.4. Acceptance of Modifications by Use.
. Although Lynx may attempt to notify You directly when major changes are made to these Terms, Lynx may, in its sole discretion, modify or revise these Terms and the Privacy Policy at any time by posting such changes on the Site, and You agree that by continuing to use the Service after posting, You accept and are bound by such modifications or revisions.
2. Software Service and Support
2.1. Service.
Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services. As part of the registration process, Customer will identify an administrative username and password for Customer’s account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate. Lynx reserves the right to discontinue any aspect of the Service at any time for any reason. Company will provide Customer with reasonable technical support services in accordance Company’s standard practices
2.2. Users.
Lynx allows users who have accepted a Subscription Plan and created an account on the Service, or otherwise accepted these Terms, to utilize the Service in different ways and in different capacities, including, but not limited to:
2.2.1.
“Users or Host,” who are direct Lynx customers that own or rent out their property and manage access using Lynx platform.
2.2.2.
“End Users or Guests,” who create or receive online access to Keys, Electronic Keys or Access Codes through a Lynx account.
2.2.3.
“Enterprise Users,” who have Equipment on the Enterprise User’s own premises or premises under the Enterprise User’s control as a private network, and who may, or may not, also from time-to-time utilize the Location Users’ public network Locations, to provide access to Keys, Electronic Keys or Access Codes under the control of the Enterprise User among the Enterprise User’s own employees and other End Users;
2.2.4.
“Service Providers,” who utilize the Service to facilitate or fulfill services or products that were sold by Lynx on the site or were purchased by users outside of the site. Service providers have access to the Keys, Electronic Keys or Access Codes of customers of the Service Provider or to the Keys, Electronic Keys or Access Codes of Customers of Lynx by agents, subcontractors or other End Users the Service Provider designates, in some cases on an automated basis by way of the Lynx API;
And all of such users are together Lynx’s “Customers,” and Customers as used herein also includes any other users of the Service not outlined here.
2.3. Customer Information.
Customers using the Service must provide certain information, including but not limited to, name, email address, mobile telephone number, and Key aliases, and have the option to provide further identifying information related to Keys, Electronic Keys or Access Codes such as addresses (collectively, “Customer Information”) which is used for Your account access and to facilitate the exchange of Keys, Electronic Keys or Access Codes.
2.4. Third Party Sharing Applications, Device and Websites.
The Service may be used in connection with other products and services, and may contain links and interfaces to, as well as content and data from, third-party websites, products and services (“Other Services”). Any links and interfaces are provided solely as a convenience to you. By accessing or using these Other Services, you are consenting to the creation of an interface with such Other Services, and agreeing that Lynx may exchange information and control data with such Other Services regarding you, your guests, your products and use of the Services, including your and your guests’ personal information, in order to enable the Other Service interface and functionality, and its use by such Other Services. Once this information is shared with the Other Services, its use will be governed by the third party’s privacy policy and not by our Privacy Policy. Moreover, use of such Other Services is governed by separate terms and conditions provided by the providers of the applicable product or service. You should review the terms of use and privacy policies of such Other Services before using them. We do not exercise control over such Other Services. We do not endorse the materials contained on Other Services, and are not responsible for the performance of the Other Services. You acknowledge and agree that Lynx makes no representation or warranty about the safety of any Other Services. Accordingly, Lynx is not responsible for your use of any Other Service or any personal injury, death, property damage (including, without limitation, to your home), or other harm or losses arising from or relating to your use of any Other Services.
2.5. Your Right of Use.
Subject to Your compliance with these Terms, once You create an account and become a Customer, With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Lynx hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
2.6. Limitations on Your Right of Use.
The Software Service is provided to You “AS IS” for Your information and for the intended and permitted uses only. You will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. Without the prior written consent of Lynx, it may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purpose other than the use as intended through the provided functionality of the Service. Lynx reserves all rights not expressly granted in and to the Service.
2.7. Updates.
Lynx may from time to time update the Services, including without limitation, by providing bug fixes, new functionality or modifications (collectively “Updates”), and that these may occur automatically without additional notice. You hereby consent to these Updates. If you do not, please stop using the Services. We may also ask you to install Updates yourself, and you agree to do so promptly. Updates are subject to these Terms together with any additional terms that may be provided with such Update. Your continued use of the Service is your agreement to all such additional terms.
2.8. Alpha/Beta Services.
If we make alpha or beta access to some or all of the Subscription Service (the “Alpha/Beta Services”) available to you (i) the Alpha/Beta Services are provided “as is” and without warranty of any kind, (ii) we may suspend, limit, or terminate the Alpha/Beta Services for any reason at any time without notice, and (iii) we will not be liable to you for damages of any kind related to your use of the Alpha/Beta Services. If we inform you of additional terms and conditions that apply to your use of the Alpha/Beta Services, those will apply as well. We might require your participation to be confidential, and we might also require you to provide feedback to us about your use of the Alpha/Beta Services. You agree that we own all rights to use and incorporate your feedback into our services and products, without payment or attribution to you.
3. Equipment and Electronic Keys or Access Codes
3.1. Equipment.
The equipment in connection to Lynx is primarily a lock of any type-electronic lock, digital lock, combination lock or smart locks, but could contain electronic bridges, gateways, hubs, Wi-Fi routers, fobs, key-cards, deadbolts, door handles and hardware. You have three options to use Lynx services (i) you bring your own equipment and provide required credentials to integrate the services (ii) you buy equipment from Lynx and integrate the services (iii) you can lease equipment from Lynx in a subscription model. Under option (iii) the equipment is still owned by Lynx. Under each scenario you agree to share credentials with Lynx allowing Lynx full rights to the equipment and the ability to administer the equipment as necessary for the Service to function.
3.2. Use of Other Equipment.
To provide our service, Lynx may rely on your internet using Wi-Fi or other means. It also relies on end user smartphone to establish communication back to Lynx. At any point Lynx takes no responsibility of the other equipment and assumes that you are responsible to provide the required other equipment.
Lynx believes the Equipment is robust, that Equipment failures are rare, and that most failures can be addressed by Lynx’s customer service or original equipment manufacturers customer service. However, Lynx has no immediate or direct physical control over the use of the Equipment in any of the Locations and Lynx assumes no liability for Equipment failure, or any delays caused by Equipment failure or any consequential damages. The same provisions also apply to Equipment provided to Enterprise Users at their private Locations. If Equipment was purchased from any other company, distributor or retailed and it fails, Lynx has no liability whatsoever. If the equipment was purchased or leased from Lynx directly, Lynx’s liability is limited to repairing or replacing the Equipment, at Lynx’s option.
3.3. Rights to Access Keys, Electronic Keys or Access Codes.
. For the security of all Customers, Lynx depends on You to provide accurate access inputs and Lynx will authenticate only the access authorized by You. Once Your access is granted, You agree that Your access may be accessed only by You or Your authorized End Users according to Lynx’s access protocols on the Site. Lynx is not liable if you authorize multiple end users or guests or service personnel to have access at the same time.
3.4. Maintenance of Equipment.
Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, networks, and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent..
3.5. Installation of Equipment.
Lynx may provide assistance in equipment selection and installation of the equipment but bears no liability of its fit, malfunction or any damage or lockout that might result. By seeking assistance from Lynx to select and install equipment, or using Lynx’s installation service you hereby give your consent and understand that Lynx is not liable for improper installation. If you do not, please use professional locksmith or other technicians to install the equipment.
3.6. Obligations as to Installation and Maintenance of Equipment.
You agree to provide, at Your expense, access to each installation location and continuing access to the Location during regular business hours while the Equipment is being installed, serviced, or removed. At each Location, You further agree to provide at Your expense, a specific installation site to meet the reasonably necessary requirements to install, service, and remove the Equipment. Without limiting the foregoing, those requirements generally require that each specific installation site be inside and weather protected, temperature controlled, lighted, free from electronic interference, have adequate reception for mobile telephone transmissions, provide constant on alternating current electrical power, and a reasonable method of mounting or attaching the Equipment. You agree to provide and pay for electricity and any other costs to provide a suitable specific installation site. Lynx anticipates that ongoing Equipment maintenance requirement will be minimal. You agree to conduct such routine activities in a timely manner including, but not limited to, replacing batteries and troubleshooting Equipment failures with the guidance of our or original equipment manufacturers customer service helpline. You agree to preserve and protect Lynx’s Equipment while in Your possession, and You agree to return all Equipment to Lynx upon request within 15 calendar days in the same condition as received at your cost, reasonable wear and tear expected. You give consent to Lynx to process your payment instrument for the full value of the lock up to $500 in an event you fail to return equipment in a timely manner.
3.7. Ownership and Control of Equipment.
Lynx offers three choices as explained in 3.1 (i) (ii) and (ii). Under option (i) and (ii) you own the equipment. The following subsection only pertains to option (iii) where Unlesss otherwise specified in a Subscription Plan, or other written agreement between You and Lynx, You agree that all Equipment delivered into Your possession is owned by and continues to be owned by Lynx during the term of its possession and operation by You, and that it must be maintained by You or returned by You to Lynx, as requested by Lynx, and in accordance with these Terms. You shall be deemed to have accepted all of the terms herein, and the Equipment shall be owned by Lynx. You agree to return all Equipment to Lynx upon request within 15 calendar days in the same condition as received at your cost, reasonable wear and tear expected. You give consent to Lynx to process your payment instrument for the full value of the lock up to $500 in an event you fail to return equipment in a timely manner.
4. General Use of the Service and the Equipment
4.1. Permitted Uses.
You may only use the Service and the Equipment for lawful purposes. You agree to use the Service and the Equipment only in a manner consistent with any and all applicable laws, regulations, and Lynx’s policies and procedures. Lynx reserves the right to investigate and take action against any Customer who, in Lynx’s sole discretion, violates this provision. Such action may include, without limitation, removing Customer Information from the Service, blocking the violating device from accessing the Service, and terminating the account of any violator.
4.2. Prohibited Uses.
Without limiting § 4.1, You expressly agree that You will not (i) use the Service or the Equipment for sending or storing any unlawful substance or material, to gain unlawful access, in furtherance of any crime, or for fraudulent purposes; (ii) use the Service to infringe upon any third party’s privacy rights, intellectual property rights, contract rights, or any other rights of any person, or to defame or to slander any person; (iii) collect or harvest any personally identifiable information, from the Service, nor use the communication systems provided by the Service (e.g., comments, content posting, or email) for any commercial solicitation purposes; (iv) solicit, for commercial purposes, any Customers of the Service; (v) use the Service for the purposes of obtaining Confidential Information or product information for the development of a similar or competing product; (vi) reverse engineer the Service or the Equipment; (vii) use or launch any automated system, including without limitation any “robot” or “spider” that accesses the Service; or (viii) interfere with, or attempt to interfere with, the Service or the networks or services connected to the Service, whether through the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the same to occur. The Service and the software embedded within the Service may include security components that permit digital materials to be protected and use of the Service is subject to usage rules set by Lynx and/or other content providers who provide content to the Service. You may not attempt to override or circumvent any of the usage rules embedded into the Service. This Section 4.2 will survive any termination of these Terms.
4.3. Free Trial Limitation.
Lynx may, from time-to-time and for limited times, at Lynx’s election, offer promotional free trials of the Service. These promotions are intended to give You an opportunity to sample the Service within a reasonable period of time. Your free trial as specified by Lynx, Lynx may send You a notification requesting that You input Your billing information and subscribe as specified by Lynx. If You do not subscribe we ask you to return the smartlock or any other equipment provided back to Lynx. You will be responsible for return shipping and customs cost, as applicable. Failure to return the lock or other equipment within 15 calendar days from termination of service, Lynx reserves the right to charge you the full value of the equipment and lock, up to $500
4.4. Use of the Equipment.
You covenant and agree that You will take ordinary care in Your use of the Equipment and that You will not misuse or abuse the Equipment in any way. You are responsible for damage of the equipment, Lynx reserves the right to charge you the full value of the equipment, up to $500.
4.5. Inherent Limitations.
The Service and the Equipment may be subject to limitations, delays, and other problems inherent in the use of the internet, electronic communications, and call centers, or inherent in changes, upgrades, maintenance, and servicing of the Equipment and the Service or the equipment failure or malfunction or due to unavailability of support infrastructure or service interruption by original equipment manufacturer. Lynx is not responsible for any delays, delivery failures, or other problems resulting from such inherent limitations.
5. Lynx Accounts, Billing and Payments
5.1. Creation of Your Account.
In order to access the Service and become a Customer, You must create a Lynx account and register as a member by providing complete and accurate registration information, including: a valid email address, password, and other required information. You must notify us if Your information changes.
5.2. Responsibility for Your Account.
You are solely responsible for all activity that occurs on Your account, and You must keep Your account password and PIN secure. You must notify Lynx immediately of any breach of security or unauthorized use of Your account. Lynx is not liable for Your losses caused by any unauthorized use of Your account. You may be liable for the losses of Lynx or others due to any unauthorized use. For the security of all Customers, You agree to follow Lynx’s protocols for granting Key access which may require new Customers to setup a Lynx account or to utilize an Access Codes sent to them by Lynx. If You give anyone Your mobile number, PIN or other access credentials to access Your Key, You agree You have knowingly and intentionally breached Your security and Lynx’s security and that You will be liable for any harm that may result from the unauthorized party’s access to Your Key or to the Service.
5.3. Fees on Your Account.
Any fees owed by You to Lynx for Your use of the Service are due immediately and all payments received are non-refundable, even upon termination of Your account, whether by You or by Lynx. All pricing information is published on the Site and is subject to change at the sole discretion of Lynx. By continuing to use the Service after a change in pricing, You accept any new pricing. Lynx reserves the right to contact You about special pricing if You maintain an exceptionally high use of the Service.
5.4. Taxes.
Unless otherwise stated, Lynx’s charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes, export and import duties, and all similar taxes assessable on the Service or the Equipment by any local, state, provincial or foreign jurisdiction, if any apply (collectively “Taxes”). You are responsible for paying Taxes, except those assessable against Lynx based on Lynx’s income. If Lynx has a legal obligation to do so, Lynx will invoice You for such Taxes, and You agree to pay Taxes as invoiced.
5.5. Billing.
You hereby authorize Lynx to bill Your credit card, debit card, or other payment instrument in advance and on a periodic pay per use basis in accordance with the Subscription Plan You choose until You terminate Your Subscription Plan. Lynx is also authorized to charge your payment instrument for one-time purchases or upgrades in service that you purchase from time to time. You represent and warrant that You are authorized to use the credit card, debit card, or other payment instrument used in connection with Your account and that the information provided by You is current, complete, and correct. Lynx uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain, or use Your billing information except to process Your credit card information for Lynx. In the event of a declined credit card payment or bank transfer, the Company may immediately discontinue the Services, or, at its discretion, it may continue to provide the Service and all unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection.
5.6. Invoices.
Invoices for receipt of payment will be either made available in Your account or will be sent to You by email. Please log in to Your account to view and obtain invoices for the Service. It will be your responsibility to contact Lynx in case you are not receiving invoices. All charges are considered valid unless You dispute them in writing within 30 days of the billing date. Adjustments will not be made for charges that are more than 30 days old.
5.7. Notices.
You may have the option of being notified of account activity by text message, email, in app notifications, push notifications or other electronic notification format for certain account activity, and some notifications may be mandatory for customer service and security purposes. Message and data rates may apply and You are responsible for any such fees.
6. Confidentiality
“Confidential Information” means any information which You may receive in the course of being a Customer or in business discussions or relations with Lynx, that is technical data or know-how of Lynx including, but not limited to, any confidential and proprietary trade secrets, hardware, software (source code and object code), screens, specifications, designs, plans, drawings, data, prototypes, discoveries, research, developments, processes, procedures, intellectual property, market research, marketing techniques and plans, business plans and strategies, Customer names and other information related to Customers, pricing policies, custom price lists, commission arrangements and financial information or other business and/or technical information and materials, in oral, demonstrative, written, electronic, graphic or machine-readable form and any analyses, compilations, studies or documents. You agree to keep strictly confidential and to not disclose or use for any purpose other than for performing Your obligations under these Terms any of Lynx’s Confidential Information.
Company shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
Notwithstanding anything to the contrary, Company shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein. This Section 6 will survive any termination of these Terms.
7. Term & Termination
7.1. Term.
This agreement is for the term specified in the subscription plan or the signed contract and shall be automatically renewed for additional periods of the same duration as the Initial Subscription Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
7.2. Termination.
No Early Termination; No Refunds. The Subscription Term will end on the expiration date and the subscription cannot be canceled early. We do not provide refunds if you decide to stop using the Lynx subscription during your Subscription Term
Termination for Cause. Either party may terminate this Agreement for cause, as to any or all Subscription Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors. We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers. This Agreement may not otherwise be terminated prior to the end of the Subscription Term. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability..
8. Lynx’s Warranty Disclaimer
Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICE AND THE EQUIPMENT ARE PROVIDED TO YOU ON AN “AS-IS,” “WHERE-IS,” AND “AS AVAILABLE” BASIS. LYNX MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. IN PARTICULAR, LYNX, ITS SUBSIDIARIES AND AFFILIATES DO NOT REPRESENT OR WARRANT TO YOU THAT: YOUR USE OF THE SERVICE AND THE EQUIPMENT WILL MEET YOUR REQUIREMENTS, IT IS FIT FOR ANY PARTICULAR PURPOSE, YOUR USE OF THE SERVICE AND THE EQUIPMENT WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, OR THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE SERVICE AND THE EQUIPMENT WILL BE CORRECTED. LYNX IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF, OR FOR THE FAILINGS OF, ANY OTHER CUSTOMERS, THIRD-PARTY SERVICE, NETWORK, SOFTWARE, OR HARDWARE, INCLUDING BUT NOT LIMITED TO, INTERNET SERVICE PROVIDERS, TELECOMMUNICATIONS PROVIDERS, OR ANY SOFTWARE OR HARDWARE NOT DEVELOPED BY LYNX.
9. Lynx’s Limitation of Liability
YOU ACKNOWLEDGE THAT IF YOU OR ANOTHER END USER DELIVER YOUR DIGITAL KEY, CODE or ACCESS (KEY) TO ANY LOCATION or USER (physically or electronically), YOU ARE INTENTIONALLY AND KNOWINGLY GIVING CONTROL AND/OR POSSESSION OF YOUR KEY TO INDIVIDUALS OR TO EQUIPMENT OPERATED AND ACCESSED BY INDIVIDUALS WHOSE BEHAVIOR AND EFFORT TO SECURE YOUR KEY CANNOT BE MONITORED OR GUARANTEED, INCLUDING BUT NOT LIMITED TO AGENTS OF LYNX AND OTHER CUSTOMERS, AND THAT YOUR KEY COULD BE A TARGET OF THEFT AND COULD BE USED TO CAUSE HARM TO YOU, TO YOUR PROPERTY, TO A THIRD PARTY, OR TO A THIRD PARTY’S PROPERTY. BY SURRENDERING POSSESSION OF YOUR KEY AT ANY LOCATION TO USE THE SERVICE, YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL CLAIMS RELATED TO THE SERVICE OR TO THE EQUIPMENT FOR DAMAGES, PERSONAL INJURY, OR OTHER RELIEF YOU MAY HAVE AGAINST ANY PERSON OR PARTY EXCEPT THOSE AGAINST THE INDIVIDUAL PERPETRATOR TAKING SUCH ACTIONS THAT DIRECTLY CAUSE THE HARM. YOU FURTHER ACKNOWLEDGE THAT YOUR INFORMATION, INCLUDING YOUR CUSTOMER INFORMATION, MAY BE HACKED AND THAT IT IS YOUR RESPONSIBILITY TO MANAGE THE SECURITY OF YOUR ACCOUNT, PASSWORD AND PIN. YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU ASSUME THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICE AND THE EQUIPMENT.
YOU ACKNOWLEDGE THAT LYNX IS NOT RESPONSIBLE FOR LOCK OUT SITUATIONS IN ANY CIRCUMSTANCES. LYNX ASSUMES NO RESPONSIBILITY AND LIABILITY IN CASE OF EQUIPMENT MALFUNCTION THAT COULD POSSIBLY RESULT IN A LOCK OUT OR THEFT OR DAMAGE FROM THE PROPERTY.
IN NO EVENT SHALL LYNX, OTHER CUSTOMERS, AND, IF APPLICABLE, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM YOUR USE OF OR ACCESS TO THE SERVICE OR THE EQUIPMENT, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM ANY (I) ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN THE SERVICE OR THE EQUIPMENT, OR ANY CUSTOMER’S USE OR MISUSE OF THE SERVICE OR THE EQUIPMENT, INCLUDING LOCK OUT (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, TO YOU OR A THIRD PARTY, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE OR THE EQUIPMENT, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN AND/OR KEY EXCHANGES USING THE SERVICE OR THE EQUIPMENT (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE OR THE EQUIPMENT BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE OR THE EQUIPMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT LYNX, OTHER CUSTOMERS, OR ANY OF THEM IS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF LYNX TO YOU, AND AS APPLICABLE, YOUR AGENTS, FRANCHISEES, AFFILIATES, OR EMPLOYEES ARISING OUT OF OR RELATED TO THE SERVICE AND THE EQUIPMENT SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED AN AMOUNT EQUAL TO $100.00 (USD). THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN ONE OF THESE JURISDICTIONS, CERTAIN LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
10. Indemnity
Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published Terms of Use and Privacy Policy then in effect (the “Policy”) and all applicable laws and regulations. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS LYNX AND OTHER CUSTOMERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS OR DEBT, SETTLEMENT AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEY’S FEES), in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing..
11. General
11.1. Assignment.
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but are freely assignable by Lynx
11.2. Dispute Resolution.
Irrespective of where you reside, in the United States or another country, you and Lynx agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Services or use of the Site, Application or Collective Content (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. You acknowledge and agree that you and Lynx are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding. Further, unless both you and Lynx otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.
Arbitration Rules and Governing Law. This agreement to arbitrate evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1–800–778–7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.
Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure. Unless you and Lynx otherwise agree, the arbitration will be conducted in the USA. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Lynx submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Lynx will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.
Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Lynx will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).Changes. Notwithstanding the provisions of the “Modification” section above, if Lynx changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Lynx’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Lynx in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
11.3. Jurisdiction, Venue and Choice of Law.
If Section 11.2 is void, voidable by You, or otherwise inapplicable, then You agree that: (i) the final step in consummating these Terms is Lynx’s acceptance in Chicago, Illinois, USA, by publication on the Site; (ii) for purposes of jurisdiction and venue for the resolution of Disputes only the Service shall be deemed solely based in Chicago, Illinois, USA; (iii) the Service shall be deemed a website and service that does not give rise to personal jurisdiction over Lynx, either specific or general, in jurisdictions other than Chicago, Illinois, USA; and (iv) Disputes shall be decided exclusively by a court of competent jurisdiction located in Chicago, Illinois, USA. Notwithstanding any other provision of these Terms, You agree that Lynx may apply for and enforce injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction. These Terms shall be construed, interpreted, governed and enforced under the internal substantive laws of the Illinois, USA, except with respect to its conflict of laws principles and conflict of laws principals generally.
11.4. Translation.
Lynx may publish on the Site translations of the English language version of these Terms into some of the other languages used by its Customers. Any such translations are provided to You only as a convenience. You and Lynx agree that only the English language version of the Terms governs Your agreement with Lynx. Any translation of these Terms into a language other than English shall be of no force or effect and shall not be considered in any Dispute.
11.5. Entire Agreement.
These Terms, Your Subscription Plan, the Privacy Policy, and any written addendum agreed to by You and Lynx, together with any changes published by Lynx on the Site as provided herein, shall constitute the entire agreement between You and Lynx concerning the Service or the Equipment, and together completely replace any prior agreements representations, statements, proposals, negotiations, or understanding between You and Lynx in relation to the Service or the Equipment.
11.6. Survival of Terms.
If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect, and these Terms shall be construed to give effect as nearly as possible to the original intent.
11.7. Waiver.
No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Lynx’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
11.8. Defined Terms.
The following defined terms shall have the meaning given wherever used in these Terms or in the Privacy Policy, unless the context clearly indicates a contrary intent: API means an application programming interface with a set of routines, protocols, and tools for building software applications.
Smartlock / Electronic Lock/ Digital Lock/ Combination Lock – Lock which can be opened and closed using access code or key combination or electronic signal via phone or other devices.
Confidential Information has the meaning given in § 6.0.
Customer Information has the meaning given in § 2.3.
Customers has the meaning given in § 2.2.
Disputes means any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Service or use of the Site or use of the Equipment.
End Users acting as Host has the meaning given in § 2.2.1.
End Users acting as Guest has the meaning given in § 2.2.1.
Equipment means all of the equipment used or reasonably necessary to operate the Service regardless of whether Lynx owns the equipment or whether the equipment is given, sold, or leased to, or held in trust by, or otherwise possessed by, a third party, or the customer themselves including but not limited to: any type of lock, bridges, gateways, routers, home automation systems, Key fobs, Key cabinets, Key exchange consoles, automated Key exchange systems; connectors, wiring, packaging, instructional, and marketing materials; and any other physical object originally provided or made available by Lynx or approved or accepted by Lynx as necessary or useful in connection with providing the Service. Enterprise Users has the meaning given in § 2.2.3.
Key means any physical device, virtual code, access code, digital access or combination of devices, necessary to gain access to a controlled space, regardless of whether the form of the device is mechanical, electronically scanable, signal generating, or any other such device which will physically fit within the Equipment as intended by Lynx and which does not interfere with the operation of the Equipment. Key can be, but is not limited to be in the form of Physical or Numerical or Electronic.
Lynx means the Lynx operating company (name and business address available at (https://www.getlynx.co) with the right to distribute the Service to the Location where You virtually, electronically or physically exchange a Key, facilitate the exchange of a Key or, if You have not exchanged or facilitated the exchange of a Key, the country where Your primary residence is located.
Lynx’s Jurisdictions means the countries in which one of the Lynx operating companies is organized or incorporated and in which it maintains a place of business, which include: United States of America.
Location means a site or a property with Equipment for facilitating Key exchanges utilizing the Service.
Privacy Policy means Lynx’s Privacy Policy, found at https://www.getlynx.co/Lynx-privacy-policy and as the same may be amended by Lynx from time-to-time in Lynx’s sole discretion, which is incorporated herein by reference.
Service means the online management of Key access and features for property management made possible by Lynx and offered to You under one or more of Lynx’s Subscription Plans for access to and use of the Site and the Equipment. Service also includes options to lease an equipment. Lynx also acts as a reseller of equipment through its site. Service also includes services that are sold thru the site but are fulfilled by service providers.
Service Providers has the meaning given in § 2.2.4.
Site means Lynx’s website found at http://www.getlynx.co or Lynx Mobile App found in Google store at https://play.google.com/store/apps/details?id=com.virtualkey.app or Apple store at https://itunes.apple.com/us/app/virtualkey/id1107287284?mt=8 Subscription Plan means a plan displayed on the Site publicly or within Your account (or if there is a separate written agreement signed by Lynx and You, then including the separate written agreement) which defines the cost and parameters of use of the Service and/or the Equipment which apply to You.
Taxes has the meaning given in § 5.4.
Terms means these Terms of Service and as the same may be amended or modified as herein provided.
Third Party Sharing Applications has the meaning given in § 2.4.
Trademarks has the meaning given in § 7.1.
You or Your means any person, party, unincorporated association, and any legal entity entering into these Terms, other than Lynx, together with their agents, officers, employees, personal representatives, successors, and permitted assigns, and any other person, party, unincorporated association, and any legal entity controlled or controllable by them or any of them.
