Samsung LYNK Cloud Terms of Service
These Samsung LYNK Cloud Terms of Service (the "Terms") are entered into by Samsung Electronics Co., Ltd. ("Samsung") and the entity entering into this Agreement ("you"). This Agreement governs your use of the Samsung LYNK Cloud Portal and the Services available to you on the Portal (the "Services"). YOU SHOULD READ THE TERMS CAREFULLY. BY CLICKING THE "I ACCEPT" BUTTON, COMPLETING THE REGISTRATION PROCESS, OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND ACCEPT THIS AGREEMENT AND ARE AUTHORIZED TO ACT ON BEHALF OF, AND BIND TO THIS AGREEMENT, THE OWNER OF THIS ACCOUNT. YOU SHOULD NOT CLICK THE ACCEPT BUTTON OR USE THE SERVICES IF THERE IS ANY TERM THAT YOU DO NOT UNDERSTAND OR AGREE TO.
In consideration of the foregoing, the parties agree to the following:
1. Agreement between Samsung and you
1.1. In this document:
"We", "us", or "Samsung" means Samsung Electronics Co., Ltd, whose principal place of business is at 416, Maetan-3 dong, Yeongtong-gu, Suwon-si, Gyeonggi-do, Korea; and
"Confidential Information" includes any proprietary data and any other information disclosed by one party to the other in writing and marked "confidential" or disclosed orally and, within fifteen business days, reduced to writing and marked "confidential". However, Confidential Information will not include any information that is or becomes known to the general public, which is already in the receiving party's possession prior to disclosure by a party or which is independently developed by the receiving party without the use of Confidential Information.
"Services" means services provided by us or any third party designated by us under this website at www.samsunglynk.com.
"Subscription Form" means the order form you must fill in to subscribe to the Services.
"Company or you" means a hotel or SI that subscribes to this service
"Administrator" means the person(s) in charge of utilizing this service on your behalf.
"Company ID" means a unique number given to you by Samsung when joining this service.
1.2. Your use of the Services is subject to the Terms 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 www.samsunglynk.com/terms/policy and all other documents referred to in this document.
2. Translation of the Terms of the Agreement
You acknowledge and agree that any translation, (if any) 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 will take precedence over the translation in the event of any contradiction between them.
3. The Services
3.1. 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") and subcontractors of 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.
3.2. 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.
3.3. These Terms shall start to apply on the date specified in the Subscription Form and shall remain in full force and effect (unless terminated earlier) until the date of expiration specified on the Subscription Form. This Agreement shall renew only upon mutual agreement between Samsung and you.
3.4. You acknowledge and agree that Samsung may in its sole discretion, but with reasonable notice, 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).
3.5. You may stop using the Services at any time without prior notice to Samsung by closing all of your accounts for the Services, provided however, the subscription fee paid by you as specified in the Subscription Form shall be non-refundable regardless of the amount of time remaining in your subscription.
4. Using the Services
4.1. You agree to use the Services as being permitted by (a) the Terms; and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions. You acknowledge and agree that in the event of your non-compliance with this Section 4, Samsung may 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.
4.2. You must not access (or attempt to access) any of the Services other than through the interface for the Services made available by Samsung.
4.3. You must comply with all instructions made available to you in connection with the Services.
4.4. 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.
4.5. 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.
4.6. To the extent permitted by law, you are solely responsible for any breach of your obligations under the Terms 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.
4.7 You may authorize your Administrator to authorize other users (other managers of your company or system integrators) at your sole discretion. You shall be responsible for all actions taken by other users authorized by you.
4.8 To use the Services, you must enter into a separate Data Processing Agreement ("DPA") with Samsung.
4.9 In order to use specific third party applications such as Netflix or Apple Airplay on Samsung Hospitality TVs at your option, you must agree to separate terms and conditions related to that application.
4.10 The Services may be suspended temporarily for maintenance after reasonable prior notice, which shall be at least 24 hours before the scheduled maintenance.
5. Passwords and account security
5.1. You are responsible for maintaining the confidentiality of your passwords and company ID 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.
5.2. You must notify Samsung immediately upon becoming aware of any unauthorized use of any of your Samsung account passwords or ID. through the Samsung account website (https://account.samsung.com/).
6. Registration Data
6.1. You may be required to provide information about yourself in order to access the Services (for example, when registering to use the Services or any part of them), or in the course of using the Services.
6.2. You agree to provide accurate, current, and complete information required to register to use the Services and at other points as may be required in the course of using the Services ("Registration Data"). You further agree to maintain and update the Registration Data as required to keep it accurate, current, and complete. Samsung may terminate your rights to any part or all of the Services if any information provided by you is false, inaccurate or incomplete.
6.3. You agree to the use of your Registration Data in accordance with Samsung's Privacy Policy. Samsung's Privacy Policy sets out Samsung's data protection practices and describes how Samsung will treat the Registration Data and will protect your privacy when using the Services.
6.4. Subject to your consent, Samsung may disclose your Registration Data to a third party. In doing so, Samsung will comply with data protection law by ensuring that there are arrangements in place to ensure that the third party does not use information about you for any purpose other than purposes that we specify and in accordance with the purposes outlined in the Terms, and will keep it secure.
7. Content Rights
7.1. 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.
7.2. 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) without the consent of the Content owner.
8. Samsung's Proprietary Rights
8.1. 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 registered or not) which subsist in the Services.
8.2. You acknowledge that the Services may contain information which is confidential to Samsung and agree not disclose such information without Samsung's prior written consent.
8.3. Nothing in the Terms 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 and Samsung's brand feature use guidelines as updated from time to time.
8.4. 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.
8.5. You must not use any trademark, 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.
9. Samsung Services License
9.1. Unless set forth otherwise in other specific terms related to Services, Samsung grants to you a personal, revocable, worldwide, non-assignable and non-exclusive license to use the Services as provided by Samsung for the sole purpose of managing the Samsung products located on hotel properties ("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 these Terms.
9.2. 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.
9.3. 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.
9.4. Except for your limited right to use the Services under the License, Samsung retains all rights in and to the Services.
10. Third Party Content
10.1. 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").
10.2. 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.
10.3. You acknowledge and agree that Samsung is not liable for any loss or damage that may be incurred by you as a result of the availability of any Third Party Content, or as a result of any reliance placed by you on the completeness, accuracy or existence of Third Party Content, including any advertising, products or other materials on or available via Third Party Content.
11. Changes to the Terms
Samsung may make changes to the Terms 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 available at www.samsunglynk.com/terms or by e-mail.
12. Termination of the Terms
12.1. The Terms will remain in force until terminated by either you or Samsung in accordance with this Section 12 or Section 3.5.
12.2. Samsung may terminate the Services:
12.3. Upon termination of the Terms, 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 or are expressed to continue indefinitely, will be unaffected by such termination.
12.4 After your subscription period has ended, even if you have not fully closed your account for the Services, Samsung may delete any of your stored data if Samsung determines that you will no longer use the Services by renewing your subscription.
13. EXCLUSION OF WARRANTIES
13.1. NOTHING IN THESE TERMS, INCLUDING THIS CLAUSE AND CLAUSE 14, 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.
13.2 WITHOUT LIMITING THE FOREGOING, IN NO EVENT DOES SAMSUNG WARRANT THAT THE SERVICES SHALL BE FREE OF FAULT OR INTERRUPTIONS OR THAT THE SERVICES WILL BE COMPATIBLE WITH FUTURE SAMSUNG DEVICES OR OTHER SAMSUNG PRODUCTS OR SOFTWARE. IN NO EVENT SHALL SAMSUNG HAVE ANY LIABILITY TO YOU FOR ANY FAILURE OF THE SAMSUNG SERVICES, INCLUDING FAILURES ARISING FROM A TECHNICAL FAULT OR OTHERWISE.
13.3. IN PARTICULAR, SAMSUNG, THE SAMSUNG AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:
YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS; OR
ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.
13.4. 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.
13.5. 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 THE AGREEMENT.
14. Limitation of Liability
14.1. Nothing in these terms shall exclude or limit 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.
14.2. SUBJECT TO SECTION 13.1, UNLESS STATED SPECIFICALLY OTHERWISE IN THESE TERMS, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, SAMSUNG SHALL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (I) INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES, OR LOSS OF REVENUE OR ANTICIPATED PROFITS, BUSINESS INTERRUPTION, LOSS OF USE OR OPPORTUNITY (INCLUDING SUCH DAMAGES INCURRED OR CLAIMED BY THIRD PARTIES); EVEN IF SUCH DAMAGES ARE FORESEEABLE OR SAMSUNG HAS BEEN ADVISED OR HAS CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES, (II) EXPENDITURES, INVESTMENTS OR COMMITMENTS MADE IN RELATION TO THESE TERMS OR THE ESTABLISHMENT, DEVELOPMENT OR MAINTENANCE OF THE BUSINESS OR GOODWILL, OR COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, (III) DAMAGES ARISING FROM YOUR FAILURE TO PROVIDE SAMSUNG WITH ACCURATE ACCOUNT INFORMATION, (IV) DAMAGES ARISING FROM YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECTURE AND CONFIDENTIAL, OR (V) LOSS, USE OR CORRUPTION OF DATA. SAMSUNG AND ITS AFFILIATES' TOTAL CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE NET AMOUNT RECEIVED BY SAMSUNG FROM YOU DURING THE 6 MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE.
15. General
15.1. Samsung intends to rely upon only the written terms set out in the Terms and not any representations made elsewhere, directly to you by any of our employees. You must read the Terms 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.
15.2. You agree that Samsung may provide you with notices (including notices relating to changes to the Terms of the Agreement), by email, ordinary mail, or postings on or via the Services.
15.3. You agree that if Samsung does not exercise or enforce any legal right or remedy which is set out in the Terms of the Agreement, 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.
15.4. If any provision of these Terms 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 the Agreement without affecting the remaining provisions of the Terms of the Agreement, which will continue to be valid and enforceable.
15.5. You acknowledge and agree that each Samsung affiliated company shall be a third party beneficiary to the Terms and shall be entitled to directly enforce, and rely upon, any provision of the Terms 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. For the purposes of the Terms, 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.
15.6. You may not transfer, assign, charge or otherwise dispose of the Terms 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.
15.7. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms 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 the Agreement may be performed despite the Force Majeure Event.
15.8. The Terms shall be governed by and construed in accordance with the laws of the State of New York (excluding conflict of laws provisions which may direct the application of another jurisdiction's laws). All disputes, controversies or claims between the parties arising out of or in connection with the Terms (including its existence, validity or termination) shall be finally resolved by arbitration to be held in San Francisco, California and conducted in English under the Rules of Arbitration of the International Chamber of Commerce; provided, however, that each party may enforce its or its affiliates' intellectual property rights in any court of competent jurisdiction, including but not limited to equitable relief. The arbitration tribunal shall consist of one arbitrator to be appointed according to the ICC rules. The arbitral award shall be final and binding on the parties. Except to the extent entry of judgment and any subsequent enforcement may require disclosure, all matters relating to the arbitration, including the award, shall be held in confidence.