Privacy Statement and Terms and Conditions of Use
Effective October 1, 2011
Introduction
Passkey International, Inc. (“Passkey”) has created this privacy statement and terms and conditions of use in order to demonstrate our firm commitment to privacy and disclosure of terms and conditions of use. The following outlines our information gathering and dissemination practices; our collection, use and disclosure of information we collect through this website and other websites owned by Passkey accessible by the general public and through private links from other websites; and our terms and conditions of use for this website and other websites owned by Passkey. These websites are collectively referred to in this privacy statement as “our website” or “this website.” Our use of information collected through our website shall be limited to the purpose of providing the service for which you (including any licensee or user) (“Licensee” or “User”) has engaged Passkey. By using our website and service platform, you agree to the terms and conditions of use outlined herein. Please take a moment to familiarize yourself with our privacy statement and let us know if you have any questions.
Our Commitment To Privacy
Your privacy is important to us. To better protect your privacy we provide this statement explaining our online information practices and the choices you can make about the way your information is collected and used. To make this statement easy to find, we make it available on our homepage and at every point where personally identifiable information may be requested. Passkey has been awarded TRUSTe’s Privacy Seal signifying that this privacy statement has been reviewed by TRUSTe for compliance with TRUSTe’s Program Requirements and the TRUSTed Cloud Program Requirements including transparency, accountability and choice regarding the collection and use of your personal information. TRUSTe’s mission, as an independent third party, is to accelerate online trust among consumers and organizations globally through its leading privacy trustmark and innovative trust solutions. If you have questions or complaints regarding our privacy statement, please contact us at webmaster@passkey.com or send a letter via postal mail to:
Privacy Officer
Passkey International, Inc.
221 Crescent Street
Waltham, MA 02453
United States of America
We will respond to your questions or complaints within 30 days of our receipt.
If you are not satisfied with our response we encourage you to contact TRUSTe here.
Safe Harbor
We follow privacy principles with respect to transfers of personal information from the European Economic Area (EEA) (which includes the twenty-seven member states of the European Union (EU) plus Iceland, Liechtenstein and Norway) and from Switzerland to the United States.
The United States Department of Commerce and the European Commission have agreed on a set of data protection principles and frequently asked questions to enable U.S. companies to satisfy the requirement under European Union law that adequate protection be given to personal information transferred from the EEA to the United States (the “U.S.-EU Safe Harbor"). The EEA also has recognized the U.S.-EU Safe Harbor as providing adequate data protection (OJ L 45, 15.2.2001, p.47).
The United States Department of Commerce and the Federal Data Protection and Information Commissioner (FDPIC) of Switzerland have agreed on a similar set of principles and frequently asked questions to enable U.S. companies to satisfy the requirement under Swiss law that adequate protection be given to personal information transferred from Switzerland to the United States (the “U.S.-Swiss Safe Harbor”).
Consistent with our commitment to protect personal privacy, we adhere to the principles of notice, choice, onward transfer, access, security, data integrity, and enforcement set forth in the U.S.-EU Safe Harbor and the U.S.-Swiss Safe Harbor (the “Principles”). We have certified that we adhere to the Principles. Details of the Principles, as well as our certification, appear at http://export.gov/safeharbor/
In compliance with the Principles, we commit to resolve complaints about your privacy and our collection or use of your personal information.
The Information We Collect
Our website does not automatically collect personal information from your computer without you voluntarily providing this information. This notice applies to all information collected or submitted on our website. On some pages you can reserve hotel rooms, make requests, and receive confirmations. The types of personal information voluntarily and knowingly collected at these pages include (but are not limited to):
Name
Company
Address
Email address
Phone numbers
Credit/Debit Card Information
On some pages you can submit information about other people. For example, if you make a reservation for three guests, you can enter their names and related address information. In some cases this personal information is passed into this website by other third party websites (such as event registration websites) in our effort to avoid your need to re-enter the same information in multiple places.
We also collect non-personal information, that is, data in a form that does not permit direct association with any specific individual. We may use non-personal information to compile and analyze travel trends or other demographic information.
Customer Testimonials
We post customer testimonials on our website which may contain personally identifiable information. We will obtain your consent prior to posting your name, your testimonial, or any other personally identifiable information.
Access to Personally Identifiable Information
If your personally identifiable information previously collected on our website changes, you may correct, update, or request deletion by contacting us at webmaster@passkey.com or sending a letter via postal mail to:
Privacy Officer
Passkey International, Inc.
221 Crescent Street
Waltham, MA 02453
United States of America
We will respond to your request within 30 days of our receipt of your request.
The Way We Use Information
We use the information you provide about yourself when placing an order only to complete that order. We do not share this information with outside parties except to the extent necessary to complete that order.
Similarly, we use the information you provide about someone else when placing an order only to complete that order. We do not sell this information to outside parties. We do not share this information with outside parties except to the extent necessary to complete that order.
We use return Email addresses to answer the Email we receive. Such Email addresses are not used for any other purpose and are not shared with outside parties.
Finally, we never use or share the personally identifiable information provided to us online in ways unrelated to the ones described above without also providing you an opportunity to opt-out or otherwise prohibit such unrelated uses.
Our service providers will not market to you independently.
It may be necessary - by law, legal process, litigation, and/or requests from public and governmental authorities within or outside your country of residence - for us to disclose your personal information. We may also disclose information about you if we determine that for purposes of national security, law enforcement, or other issues of public importance, disclosure is necessary or appropriate. We may also disclose information about you if we determine that disclosure is reasonably necessary to protect our operations or Licensees or Users. Additionally, in the event of a reorganization, merger, or sale we may transfer any and all personal information we collect to the relevant third party.
If we engage a third party to process your data on our behalf, that third party will also be bound by our privacy statement.
Use of Information for Event-Specific Social Networks
If you book a hotel room or complete an order as part of an event where a social network has been created for that event, we may share your name and Email address with the social network provider for the sole purpose of adding you to the social network for that event. You will be notified via Email by the social network provider that you have been invited to the social network and at that time you will have the opportunity to be added to the social network.
External Links
This site contains links to third party sites. We are not responsible for the privacy practices or the content of these third party sites. We are not responsible for information given to us that you authorize for transfer to third party sites. Information collected by third parties, which may include such things as location data or contact details, is governed by their privacy practices. We encourage you to learn about the privacy practices of those third parties.
Our Commitment To Data Security
To prevent unauthorized access, maintain data accuracy, and ensure the correct use of information, we have put in place appropriate physical, electronic, and managerial procedures to safeguard and secure the information we collect online. We have made every effort to ensure that the personal and credit card information transmitted to us online is secure through the use of a secure server. Passkey uses secure sockets layer (SSL) for securing communications and transactions across the Internet. The SSL protocol uses digital certificates to create and secure confidential communications between the browser and our web server. Data transmitted over an SSL connection cannot be tampered with or forged without the two parties (you and Passkey) becoming immediately aware of the tampering. A key or padlock icon in the browser window identifies the security mode of a browser. When the browser is running in “normal” mode, the key is broken or the padlock is open. Once an SSL connection has been established, the key becomes whole, or the padlock becomes closed, indicating that the browser is now in “secure” mode. SSL is supported in the vast majority of browsers, which means that almost anyone with a browser can benefit from SSL encryption. Passkey uses certificates from well known providers of digital trust services such as Verisign and Thawte that enable businesses and consumers to engage in commerce and communications with confidence.
Our Commitment To Children’s Privacy
Protecting the privacy of children is especially important to us. For that reason, no part of our website is structured to attract anyone under the age of 15 and we do not knowingly collect personally identifiable information from anyone under the age of 15.
How You Can Access Or Correct Your Information
You can access all your personally identifiable information that we collect online and maintain by requesting an Email confirmation or logging into your reservation for the event housing. We use this procedure to better safeguard your information. You can correct factual errors in your personally identifiable information by modifying the items through our website. To protect your privacy and security, we will also take reasonable steps to verify your identity before granting access or making corrections.
Tracking Technologies
Cookies
A cookie is a small text file that is stored on a user’s computer for record-keeping purposes. We use cookies on our website. We do not link the information we store in cookies to any personally identifiable information you submit while on our website.
We use both session ID cookies and persistent cookies. We use session cookies to make it easier for you to navigate our website. A session ID cookie expires when you close your browser. A persistent cookie remains on your hard drive for an extended period of time. You can remove persistent cookies by following directions provided in your Internet browser’s “help” file. If you wish to learn more about cookies, their uses and how to disable them in your browser, please click here.
We set a persistent cookie to store non-identifiable preference information. Persistent cookies also enable us to track and target the interests of our users to enhance the experience on our website.
If you reject cookies, you may still use our website, but your ability to use some areas of our website, such as making reservations for an event, contests or surveys, will be limited.
Clear Gifs (Web Beacons/Web Bugs)
We and our third party tracking technology company use a software technology called clear gifs (a.k.a. Web Beacons/Web Bugs), that help us better manage content on our website by informing us what content is effective. Clear gifs are tiny graphics with a unique identifier, similar in function to cookies, and are used to track the online movements of Web users. In contrast to cookies, which are stored on a user’s computer hard drive, clear gifs are embedded invisibly on Web pages and are roughly the size of the period at the end of this sentence. We do not tie the information gathered by clear gifs to your personally identifiable information.
We use clear gifs in our HTML-based Emails to let us know which Emails have been opened by recipients. This allows us to gauge the effectiveness of certain communications and the effectiveness of our marketing campaigns.
Third Party Tracking
Our third party partners employ clear gifs (a.k.a. Web Beacons/Web Bugs), images, scripts, and frames that help them better manage content on our website. We do not tie the information gathered to your personally identifiable information.
Service Provider Collection/Use
Passkey also collects information under the direction of its Licensees. Passkey has no direct relationship with the individuals whose personal data it processes. Passkey works with its Licensees to help them provide notice to their customers concerning the purpose for which personal information is collected.
We collect the following personal information from our Licensees:
- Contact Information such as name, Email address, mailing address, phone number
- Unique Identifiers such as user name and password
We also collect the following non-personal information from our Licensees:
- Information about your business such as company name, company size, business type
- Information about your events in order to fulfill our service
We use this information to:
- Fulfill your service
- Send you a confirmation
- Send you requested product or service information
- Respond to customer service requests
- Administer your account
- Send you marketing communications
Choice
We collect information for our Licensees. If you are a customer of one of our Licensees and would no longer like to be contacted by one of our Licensees that use our service, please contact the Licensee that you interact with directly. If you are a Licensee and would like to update your account please either login and access your user profile or contact us by sending an Email to webmaster@passkey.com or send a letter via postal mail to:
Privacy Officer
Passkey International, Inc.
221 Crescent Street
Waltham, MA 02453
United States of America
We will respond to your request within 30 days of our receipt of your request.
Service Provider, Sub-Processors/Onward Transfer
Passkey may transfer personal information to companies that help us provide our service. Transfers to subsequent third parties are covered by the provisions in this privacy statement regarding notice and choice and the service agreements with our Licensees. If we engage a third party to process your data on our behalf, that third party will also be bound by our privacy statement.
Access to Data Controlled by our Licensees
Passkey has no direct relationship with the individuals whose personal data it processes on behalf of its Licensee. An individual who seeks access, or who seeks to correct, amend, or delete inaccurate data controlled by a Licensee should direct his query to the Licensee (the data controller). If the Licensee does not respond to your request, please contact us by sending an Email to webmaster@passkey.com or send a letter via postal mail to:
Privacy Officer
Passkey International, Inc.
221 Crescent Street
Waltham, MA 02453
United States of America.
If the Licensee requests Passkey to remove the data, Passkey will respond to the Licensee’s request within 30 business days of Passkey’s receipt of the request.
Data Retention
Passkey will fulfill your order and retain the personal data we process on behalf of our Licensee for as long as needed to provide services to our Licensee. Passkey will retain and use this personal information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.
Security
The security of your personal information and our Licensees’ information is important to us. When you enter sensitive information (such as login credentials) we encrypt the transmission of that information using secure sockets layer technology (SSL).
We follow generally accepted standards to protect the personal information submitted to us, both during transmission and once we receive it. No method of transmission over the Internet, or method of electronic storage, is 100% secure, however. Therefore, we cannot guarantee its absolute security. If you have any questions about security on our website, you can contact us by sending an Email to webmaster@passkey.com or send a letter via postal mail to:
Privacy Officer
Passkey International, Inc.
221 Crescent Street
Waltham, MA 02453
United States of America
We will respond to your request within 30 days of our receipt of your request.
Material Change
We may update this privacy statement to reflect changes to our information practices. If we make any material changes we will notify you or our Licensee by Email (sent to the Email address specified in your account) or by means of a notice on our website prior to the change becoming effective. We encourage you to periodically review this page for the latest updates on our information practices.
How To Contact Us
Should you have other questions or concerns about this privacy statement, please send us an Email at webmaster@passkey.com or send a letter via postal mail to:
Privacy Officer
Passkey International, Inc.
221 Crescent Street
Waltham, MA 02453
United States of America
We will respond to your questions or concerns within 30 days of our receipt.
Terms and Conditions of Use
By using this site, you (including any Licensee) agree to the following terms and conditions of use:
1. The content and information displayed on this website (“Site Information”) is the property of Passkey International, Inc. (“Passkey”) and/or other parties. The downloading, reproduction, or retransmission of Site Information, other than for non-commercial individual use, is strictly prohibited.
2. You agree that you will not use any device, software or other means to interfere or attempt to interfere with the proper working of our website, and that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. In addition, you agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained therein, without the prior express consent from an authorized Passkey representative.
3. With respect to all communications you make to Passkey regarding Site Information, including but not limited to feedback, testimonials, questions, comments, suggestions and the like: (a) you shall have no right of confidentiality in your communications and Passkey shall have no obligation to protect your communications from disclosure to others; (b) Passkey shall be free to reproduce, use, disclose and distribute your communications to others without limitation; and (c) Passkey shall be free to use any ideas, concepts, know-how, content or techniques contained in your communications for any purpose whatsoever, including but not limited to the development, production and marketing of products and services that incorporate such information.
4. ALL INFORMATION IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply in those jurisdictions.
5. Passkey’s websites may contain or reference patents, trademarks, copyrighted materials, trade secrets, products, processes or other proprietary rights of Passkey and/or other parties. No license or right is granted to you for these patents, trademarks, copyrighted materials, trade secrets, products, processes and other proprietary rights.
6. If you are a Licensee, please be sure to consult your agreement with Passkey for any additional or different requirements applicable to your use of Passkey trademarks and or servicemarks (“Marks”). Passkey licenses its Marks for use only on products and services meeting Passkey’s high standards for quality, and all services rendered and products sold under or in connection with Passkey Marks must be in strict compliance with all agreements between you and Passkey and must otherwise only be used on products and in connection with services reflecting the high level of quality inherent in Passkey’s own products and services. Passkey reserves the right at any time to object to the use of any of its Marks on products or services which do not, in Passkey’s sole opinion, meet the level of quality which it desires. Passkey Marks may not be used by a third party as part of that party’s product, service, or tradename without an express written agreement permitting such use. Licensees, such as authorized distributors for Passkey products or services, must consult their agreement with Passkey to determine whether and under what circumstances such use of Passkey Marks may be made. The following names are trademarks (™) or service marks (SM) owned by Passkey:
- CityWide™
- HotelDirect™
- GroupLink™
- RegLink™
- Passkey-enabled SM
- GroupMAX SM
- GroupMAX ME SM
- RezHub SM
7. You agree to use this website only to make legitimate reservations or purchases and shall not use this website for any other purpose, including without limitation, to making speculative, false or fraudulent reservations or purchases or any reservation in anticipation of demand.
8. You agree to protect your account or password from unauthorized disclosure. You agree to accept responsibility for all activities that occur under your account or password. You represent that you are of sufficient legal age to use this website and create binding legal obligations.
9. You agree not to post or transmit any:
a. Unlawful, threatening, defamatory, obscene, pornographic, inflammatory material or any material that could constitute or encourage criminal activity, give rise to civil liability or otherwise violate any law.
b. Information protected by copyright, trademark or other proprietary right.
c. Information that is used to unlawfully collude against another in restraint of trade or competition.
d. Material that contains a virus, bug or other harmful item.
e. Information that you do not know to be truthful and accurate.
10. You agree that you have read and accept the privacy statement incorporated herein.
The following terms and conditions apply to users of licensed programs:
Your use of this website is subject to your agreement to and acceptance of all terms and conditions of use set forth in this agreement (“Agreement”). By using this website, you signify your assent to these terms and conditions. If you do not agree with any part of the following terms and conditions, you must not use this website.
Ownership
Except as specifically stated, Passkey owns and retains, solely and exclusively, all rights, title, and interest in licensed programs (“Licensed Programs”) and all other software, source codes, object codes, pages and related documentation, patents, copyrights, trademarks, service marks and derivative works currently owned by Passkey (collectively referred to as “Licensed Programs and Documentation”). This agreement does not transfer ownership rights of any description in Passkey’s Licensed Programs and Documentation, or any related materials to the User or any third party.
Use of Site
You warrant and represent that your use of and access to the Licensed Programs is restricted solely to your fully trained and authorized employees, agents, representatives, or end users (collectively, “User(s)”) that require housing solutions as provided by User and that access to Licensed Programs will be limited to access required in the ordinary course of performing User’s duties. User shall not provide access to any Licensed Programs or operating software, passwords or access codes to any persons or entities other than to its authorized personnel. Further, User will not by any electronic, electrical, magnetic, optical, laser, acoustic, or similar means make or maintain a copy of any portion of the materials, other than User’s data, provided on Licensed Programs other than for purposes of reporting reservations and collecting reservations or other fees. User agrees to terminate access to Licensed Programs following termination or separation from entity that has licensed the programs (that is, Passkey) or no longer has a need to access the Licensed Programs. User agrees to not access Licensed Programs for any purpose other than for fulfilling the services and transactions for which the Licensed Programs are intended. User agrees to commit their passwords to memory and not store their passwords in any visible manner.
Protection and Security of Sensitive Data
User warrants that it is compliant with Payment Card Industry Data Security Standards (PCI DSS) and any other federal, state and local laws, rules, regulations and ordinances that apply to the protection of credit card information. User agrees to protect and secure individual reservation holders’ data, including sensitive credit cardholder information, from unintentional or intentional disclosure. Credit cardholder information is defined as credit card account numbers, CVV numbers, expiration dates and magnetic strip information. This protection includes, but is not limited to, the following:
1. Never storing nor transmitting cardholder information via unencrypted means such as unencrypted Emails, files, word processor documents, databases, World Wide Web documents, text files, spreadsheet files and any other unencrypted means.
2. Destroying sensitive cardholder information immediately following its necessary use in a PCI DSS compliant manner.
3. Never using sensitive cardholder information for any purpose other than the original intended transaction.
4. Never accessing sensitive cardholder information other than for the purpose of fulfilling the original intended transaction and only accessing sensitive cardholder information when it is necessary to fulfill the transaction.
5. Never entering sensitive cardholder information in any fields in the Licensed Programs other than those specifically intended for the information.
6. Securing any printed reports containing sensitive cardholder information in a suitable vault or safe.
7. Destroying any printed reports containing sensitive cardholder information immediately following its necessary use.
Users further agree to the following:
1. Users with Administrator Permissions (“Administrator Users”) to setup and manage other Users (“Other Users”) will verify the identity of the Other Users prior to communicating Usernames and Passwords. Passwords will be communicated using a secure mechanism that prevents unauthorized disclosure. Under no circumstances will a Password be written down or typed into a stored or Emailed document.
2. Administrator Users will only provide access to Other Users who have a need to access the Licensed Programs in order to fulfill the services and transactions for which the Licensed Programs are intended.
3. Administrator Users will only provide access to Other Users who are employees or agents of the organization for which the Administrator User is associated.
4. Administrator Users will immediately disable access for Other Users who are separated or terminated from the organization for which the Administrator User is associated.
Disclaimer
NEITHER PASSKEY NOR ANY HOTEL COMPANY WARRANTS THAT LICENSED PROGRAMS WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY INFORMATION, SOFTWARE OR OTHER MATERIAL ACCESSIBLE VIA INTERNET SERVICE PROVIDERS, OR THIRD PARTY PROVIDERS IS FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. USER ASSUMES SOLE RESPONSIBILITY FOR ALL OF ITS USE OF LICENSED PROGRAMS. NEITHER PASSKEY NOR HOTEL COMPANY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, ORAL OR WRITTEN, STATUTORY OR OTHERWISE, AS TO ANY MATTER WHATSOEVER, AND ALL WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, OMISSIONS, CURRENTNESS, DELAYS AND NONINFRINGEMENT OF THIRD PARTY RIGHTS ARE EXPRESSLY DISCLAIMED AND EXCLUDED.
Limitation of Liability
IN NO EVENT SHALL PASSKEY OR HOTEL COMPANY, THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES BE LIABLE FOR ANY EXEMPLARY, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES RELATING IN WHOLE OR IN PART TO USER’S RIGHTS HEREUNDER OR USE OF, OR INABILITY TO USE OR DELAY OR FAILURE TO PROVIDE LICENSED PROGRAMS, OR FOR, LOST PROFITS, LOSS OR INTERRUPTION OF DATA OR COMPUTER TIME, ALTERNATION OR ERRONEOUS TRANSMISSION OF DATA, OR PROGRAM ERRORS, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF PASSKEY AND HOTEL COMPANY HAVE BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER NEITHER PASSKEY NOR HOTEL COMPANY SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY CLAIM(S) RELATING IN ANY WAY TO ANY THIRD PARTY FEATURE. LIMITATION PERIOD: No action arising out of or in connection with this Agreement or the transactions contemplated by this Agreement may be brought by either party against the other more than two (2) years after the action occurs. IN THE EVENT THAT PASSKEY IS FOUND LIABLE FOR DAMAGES, FOR ANY REASON WHATSOEVER, THE AGGREGATE LIABILITY OF PASSKEY TO USER FOR ALL TRANSACTIONS OR OCCURRENCES ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL BE LIMITED TO THE AMOUNTS ACTUALLY PAID BY USER TO PASSKEY (I) DURING THE SIX (6) MONTHS IMMEDIATELY PRECEEDING SUCH CLAIM OF DAMAGES OR (II) IN CONNECTION WITH THE EVENT WITH RESPECT TO WHICH THE CLAIM AROSE. EACH PARTY ACKNOWLEDGES THAT IT RELIED UPON THE INCLUSION OF THIS LIMITATION IN CONSIDERATION OF ENTERING INTO THIS AGREEMENT.
Indemnification
User agrees to defend, indemnify and hold harmless Passkey and Hotel Company (as applicable), their respective directors, officers, employees, affiliates and agents (collectively, “Indemnities”) against any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees (collectively, “Claims”) to the extent that it is based upon a breach of User’s representations, warranties or obligations hereunder; it arises out of the negligence or willful misconduct of User; or it is based upon User’s violation of any applicable federal, state or local law or regulation in providing products or services hereunder. User must notify Passkey promptly in writing of any claim hereunder, and provide, at User’s expense, all reasonably necessary assistance, information and authority to allow Passkey to control the defense and settlement of such claim. Additionally, User shall notify Passkey promptly in writing of any known infringement of Passkey’s intellectual property.
General Provisions
1. Entire Agreement: This Agreement as it exists on the date this Agreement is accepted, attached and incorporated in this Agreement, constitute the final, complete, and exclusive understanding between the parties, and replace and supersede all previous or contemporaneous oral or written agreements, understandings, arrangements, negotiations, and discussions, between the parties with respect to the subject matter of this Agreement.
2. No Transfer: User will not transfer, sublicense or assign its rights or delegate its obligations, in whole or in part, under this Agreement without Passkey’s prior written consent, which will not be unreasonably withheld. This Agreement shall be binding upon the permitted successors and assigns of the parties to this Agreement.
3. Waiver and Severability: If any provision of this Agreement is held illegal, void or unenforceable as to any situation or person, the balance will remain in effect and the provision in question will remain in effect as to all other persons or situations, as the case may be. The waiver by either party of any term or provision of this Agreement will not be deemed to constitute a continuing waiver thereof nor of any further or additional rights such party may hold under this Agreement.
4. Survival: In addition to those provisions that specifically provide for survival beyond expiration or termination, all provisions regarding disclaimer of warranty, liability and limits thereon will survive indefinitely.
5. Controlling Law and Arbitration: This Agreement will be deemed to have been made in the Commonwealth of Massachusetts, and will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, exclusive of its rules governing conflict of laws. Each party shall have the right to institute judicial proceedings against the other party or anyone acting by, through or under such other party, in order to enforce the instituting party’s rights hereunder through reformation of contract, specific performance, injunction (without the necessity of posting a bond) or similar equitable relief. Each party agrees that Passkey shall have the right to recover its reasonable attorneys fees incurred to prosecute or defend any judicial proceeding in which Passkey is the prevailing party.