1. Agreement between Samsung and the User
1.1. In this document:
a. "We", "us", or "Samsung" means Samsung Electronics Co., Ltd, whose principal place of business is at 416, Maetan-3dong, Yeongtong-gu, Suwon-si, Gyeonggi-do, Korea; and
b. "Service" means services provided by us or any third party designated by us under this website at [https://partner.samsungknox.com/] and [https://developer.samsungknox.com].
1.2. Your use of the Services is subject to the terms and conditions set out below and any other terms and conditions applicable to you from time to time, including but not limited to, Samsung's Privacy Policy available at [https://partner.samsungknox.com/] and [https://developer.samsungknox.com] and all other documents referred to in this document (all such terms and conditions collectively constituting the "Terms of Use").
1.3. You should read the Terms of Use carefully. The Terms of Use is a legally binding agreement between Samsung and you in relation to the Services and your use of the Services.
2. Acceptance of Terms of Use
2.1. You must accept the Terms of Use in order to use the Services, and may not use the Services otherwise. It is important for you to read and understand the Terms of Use before accepting them. You should not click accept if there is any term that you do not understand or agree to. Once you accept the Terms of Use, you will be bound by them.
2.2. Subject to Clause 2.1, you will accept the Terms of Use by clicking to accept or agree to the Terms of Use via your interface for the Services.
3. Translation of the Terms of Use
You acknowledge and agree that any translation of the English language version of the Terms of Use provided by Samsung to you is provided for your convenience only, and that the English language version of the Terms of Use will take precedence over the translation in the event of any contradiction between them.
4. The Services
4.1. The Services are provided to you by Samsung and in some cases, by Samsung's subsidiaries and affiliated legal entities worldwide (together, the "Samsung Affiliates") on behalf of Samsung. You acknowledge and agree that the Samsung Affiliates are each entitled to provide the Services to you under the Terms of Use.
4.2. You acknowledge and agree that there may be non-material changes to the form and nature of the Services provided from time to time without prior notice to you.
4.3. You acknowledge and agree that Samsung may (in its sole discretion) suspend or cease providing the Services (or any part of the Services).
4.4. You acknowledge and agree that Samsung may, on a commercially reasonable ground, disable your access to your account for the Services, in which case, you may be prevented from accessing the Services, your account details and any files or other content contained in your account.
4.5. You acknowledge and agree that Samsung may, at any time and in its sole discretion, set a limit on the number of transmissions you may send or receive through the Services or on the amount of storage space used for the provision of the Services (or any part of them). Without limiting Samsung's rights under Clause 4.3 and Clause 4.4, Samsung may suspend your access to the Services if you exceed any such limit set from time to time.
4.6. You may stop using the Services at any time without prior notice to Samsung.
5. Using the Services
5.1. You agree to use the Services as being permitted by (a) the Terms of Use; and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.
5.2. You must not access (or attempt to access) any of the Services other than through the interface for the Services made available by Samsung.
5.3. You must comply with all instructions made available to you in connection with the Services.
5.4. Certain Services may automatically download and install updates from time to time from Samsung. Such updates may be in various forms, including bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permits Samsung to deliver such updates to you) as part of the Services.
5.5. You must not engage in any activity that causes interference with or disruption to the Services or any servers or networks that are connected to the Services.
5.6. You must not reproduce, duplicate, copy, sell, trade or resell the Services (or any part of them).
5.7. To the extent permitted by law, you are solely responsible for any breach of your obligations under the Terms of Use and for the consequences of any such breach, including any loss or damage which Samsung or any third party may suffer. Samsung will have no responsibility to you or to any third party in respect of such breach.
6. Passwords and account security
6.1. You are responsible for maintaining the confidentiality of your passwords for all accounts used by you to access the Services. You acknowledge and agree that you are solely responsible to Samsung for all activities that occur under all such accounts.
6.2. You must notify Samsung by email to knoxpartner@samsungknox.com immediately upon becoming aware of any unauthorized use of any of your passwords or accounts.
7. Enrollment Data
7.1. You may be required to provide information about yourself in order to access the Services (for example, when enrolling to use the Service or any part of them), or in the course of using the Services.
7.2. You agree to provide accurate, current, and complete information required to enroll to use the Services and at other points as may be required in the course of using the Services ("Enrollment Data"). You further agree to maintain and update the Enrollment Data as required to keep it accurate, current, and complete. Samsung may terminate your rights to any or all of the Services if any information provided by you is false, inaccurate or incomplete.
8. Content rights
8.1. You acknowledge that all content that is accessible as part of or via the use of the Services (including audio and sound files, data files, images, music, photographs, software, videos and written text) ("Content") is the sole responsibility of the originator of such Content. Such Content may include content in the form of advertisements or other sponsored Content.
8.2. You acknowledge and agree that the Content may be protected by proprietary or intellectual property rights of third parties. You must not modify, rent, lease, loan, sell, distribute or create derivative works based on any Content (either in whole or in part).
8.3. Samsung may (but is not obliged to) pre-screen, review, flag, filter, modify, refuse or remove any or all Content from the Services.
8.4. You acknowledge that you use the Services understanding the risk that you may find some Content to be offensive, indecent or objectionable.
9. Samsung's proprietary rights
9.1. You acknowledge and agree that Samsung (or Samsung's licensors) owns all legal right, title and interest in and to the Services, including all intellectual property rights (existing anywhere in the world and whether enrolled or not) which subsist in the Services.
9.2. You acknowledge that the Service may contain information which is confidential to Samsung and agree not disclose such information without Samsung's prior written consent.
9.3. Nothing in the Terms of Use gives you any right to use any of Samsung's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features. To the extent that you are entitled to such use under a separate written agreement with Samsung, such use must be in compliance with that agreement, any applicable provisions of the Terms of Use, and Samsung's brand feature use guidelines as updated from time to time.
9.4. You must not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which are affixed to or contained within the Services.
9.5. You must not use any trade mark, service mark, trade name, logo of any person in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
10. Samsung Services license
10.1. Samsung grants to you a personal, revocable, worldwide, royalty-free, non-assignable and non-exclusive license to use the Services as provided by Samsung ("License"). The License is granted for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Samsung, in the manner permitted by the Terms of Use. You may not allow any other person to use the Services and may not use the Services to provide services to any other person.
10.2. You may not (and may not permit any other person to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Services (or any part of it), unless this is expressly permitted or required by law, or expressly permitted by Samsung in writing.
10.3. You may not assign, grant a sub-license of, or grant a security interest in or over, the License or any rights under it, loan or lease the Services, or otherwise transfer the License or any rights under it, to any person.
10.4. Except for your limited right to use the Services under the License, Samsung retains all rights in and to the Services.
11. Third Party Content
11.1. The Services may include links to other websites, content and resources. Samsung may have no control over such websites, content or resources which are provided by third parties ("Third Party Content").
11.2. You acknowledge and agree that Samsung is not responsible for the availability of any Third Party Content, and does not endorse any advertising, products or other materials on or available via Third Party Content.
12. Changes to the Terms of Use
Samsung may make changes to the Terms of Use from time to time for security, commercial or legal reasons. When these changes are made, you will be notified separately with at least 15 days notice of any changes or additions by making a copy of the new Terms of Use and you will be prompted to consent to or decline the newly revised Terms of Use. You may end this Terms of Use at any time if you do not agree to the amended Terms of Use.
13. Termination of the Terms of Use
13.1. The Terms of Use will remain in force until terminated by either you or Samsung in accordance with this Clause.
13.2. You may terminate this Terms of Use at any time by (a) providing notice of cancellation in writing to Samsung at the address set out in Clause 1 or at https://partner.samsungknox.com/ or https://developer.samsungknox.com and (b) closing all of your accounts for the Services.
13.3. Samsung may terminate this Terms of Use at any time:
a. immediately if you have breached any provision of the Terms of Use (or have acted in manner which clearly indicates that you do not intend to, or are not able to comply with the provisions of the Terms of Use);
b. immediately if Samsung is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful);
c. upon thirty (30) days notice, if the partner with whom Samsung offered the Services to you has terminated its relationship with Samsung or ceased to offer the Services to you; or
d. upon thirty (30) days notice, if the provision of the Services to you by Samsung ceases to be commercially viable (in Samsung's sole opinion).
13.4. Upon termination of the Terms of Use, all of the legal rights, obligations and liabilities that you and Samsung have benefited from, been subject to, or which have accrued during the term of the Terms of Use or are expressed to continue indefinitely, will be unaffected by such termination.
14. Exclusion of warranties
14.1. Nothing in these terms, including this clause and clause 15, excludes or limits Samsung's warranty or liability for losses which may not be lawfully excluded or limited by applicable law. If the laws in your jurisdiction do not allow the exclusion of certain warranties, terms or conditions or the limitation or exclusion of liability for loss or damage caused by negligence, breach of contract or breach of implied terms, or incidental or consequential damages, only the limitations which are lawful in that jurisdiction will apply to you and Samsung's liability will be limited to the maximum extent permitted by law.
14.2. Samsung will use commercially reasonable effort to ensure that the services are available to you without undue disruption, interruption or delay. If there is a disruption, interruption or delay, Samsung will use commercially reasonable endeavours to ensure that it is kept to a minimum.
14.3. In particular, Samsung, the Samsung affiliates, and its licensors do not represent or warrant to you that:
a. Your use of the services will meet your requirements;
b. Any information obtained by you as a result of your use of the services will be accurate or reliable; or
c. That defects in the operation or functionality of any software provided to you as part of the services will be corrected.
14.4. You acknowledge and agree that any material downloaded or otherwise obtained through the use of the services is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material.
14.5. No advice or information (whether oral or written) obtained by you from Samsung on or via the services will create any warranty or condition not expressly stated in the terms of use.
15. Limitation of Liability
15.1. Nothing in these terms shall exclude Samsung's liability or limit Samsung's liability for (i) death or personal injury; (ii) fraud, or (iii) anything which cannot be limited or excluded by applicable law.
15.2. Subject to paragraph 15.1 above, Samsung shall not be liable to you, whether in contract, tort (including negligence) or any theory of liability, and whether or not the possibility of such damage or losses has been notified to Samsung, for:
a. any indirect, incidental, special or consequential damages; or
b. any loss of income, business, actual or anticipated profits, opportunity, goodwill or reputation or (whether direct or indirect); or
c. any damage to or corruption of data (whether direct or indirect); or
d. any loss or damage as a result of:
I. any changes to the Services, or any permanent or temporary cessation in the provision of the Services (or any part of them);
II. your failure to provide Samsung with accurate account information; or
III. your failure to keep your password or account details secure and confidential.
16. General
16.1. Samsung intends to rely upon only the written terms set out in the Terms of Use and not any representations made elsewhere, directly to you by any of our employees. You must read the Terms of Use carefully and should contact Samsung and must not use the Services if the terms include things that you do not wish to agree to. In that way any confusion about what you and Samsung are expected to do can be avoided.
16.2. You agree that Samsung may provide you with notices (including notices relating to changes to the Terms of Use), by email, ordinary mail, or postings on or via the Services.
16.3. You agree that if Samsung does not exercise or enforce any legal right or remedy which is set out in the Terms of Use, or which Samsung has the benefit of under any applicable law, this will not be construed as a formal waiver of Samsung's rights or remedies and that such rights or remedies remain available to Samsung.
16.4. If any provision of this Terms of Use is invalid, as determined by a court of law having the jurisdiction to decide on this matter, then that provision will be removed from the Terms of Use without affecting the remaining provisions of the Terms of Use, which will continue to be valid and enforceable.
16.5. You acknowledge and agree that each Samsung affiliated company shall be a third party beneficiary to the Terms of Use and shall be entitled to directly enforce, and rely upon, any provision of the Terms of Use which confers a benefit on (or rights in favor of) them. Subject to the foregoing, no other person shall be a third party beneficiary to the Terms of Use. For the purposes of the Terms of Use, an affiliated company of Samsung is any company, corporation, firm, partnership or other entity that is controlled by Samsung or is under common control with Samsung; the term "controls" and "controlled" meaning the ability to direct the management of the relevant entity.
16.6. You may not transfer, assign, charge or otherwise dispose of the Terms of Use which is personal to you, or any of your rights or obligations arising under it, without our prior written consent. We will not refuse to give consent without good reason.
16.7. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Terms of Use that is caused by events outside our reasonable control ("Force Majeure Event"). A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) strikes, lock-outs or other industrial action, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport, impossibility of the use of public or private telecommunications networks, the acts, decrees, legislation, regulations or restrictions of any government. Our performance under the Terms of Use is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavors to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Terms of Use may be performed despite the Force Majeure Event.
16.8. The Terms of Use and your relationship with Samsung under the Terms of Use shall be governed by the laws of the Republic of Korea without regard to its conflict of law provisions. You and Samsung agree to submit to the non-exclusive jurisdiction of the courts of the Republic of Korea to resolve any legal matter arising in relation to the Terms of Use. Notwithstanding the foregoing, you agree that Samsung may apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.