Use Rights. Subject to payment of applicable fees and Clause 2 and for the period you are authorized by us to use the Solution or Portals we: (i) hereby grant you a personal, revocable, non-exclusive, non-assignable, non-transferable limited right, without any right to subcontract or sub-license, to download, install, and use a single copy of the Solution and any related documentation, solely for your own business or other purposes expressly permitted by us in writing; and (ii) shall provide you access to Portals we provide to execute the features and functions of our products and services. You may not resell the Solution or Portals or, permit third parties to use them or make copies (except for back up purposes) unless agreed by us in writing. We reserve all of our intellectual property rights in the Solution and Portals including any not expressly granted to you in this Agreement. The Solution and/or Portals are provided on an “as is” basis as standard services and as they are provided at any given time; Use rights are not contingent on the availability or continued availability of any particular version, functionality or publications.

Acceptable Use. You shall not use the Solution or Portals for purposes of, or in connection with: (a) reverse engineering, making machine code human readable or creating derivative works or improvements; (b) introducing, transmitting or storing malicious code; (c) interfering with their security or operation; (d) framing or mirroring outside of your own intranets; (e) creating, benchmarking or gathering intelligence for a competitive offering; (f) defaming or harassing, transmitting obscene, libelous or otherwise unlawful materials; (g) infringing another’s intellectual property rights including failing to obtain permission to upload/transfer/display works of authorship; (h) intercepting or expropriating data; (i) spamming, spoofing or otherwise misrepresenting transmission sources; (j) probing, scanning or testing the vulnerability of any security measures associated with the Solution or Portals or supporting system or network; (k) employing them in hazardous environments requiring fail-safe performance where failure could lead directly or indirectly to personal injury (including death) or property or environmental damage, such as nuclear facilities, aircraft navigation or communication, traffic control, direct life support or weapons systems; or (l) any use that would reasonably be expected to cause liability or harm to Honeywell or our licensors or customers. During the term of this Agreement and 24 months thereafter, we or our designee can, during normal business hours upon reasonable notice, access, inspect and audit, your compliance with this Agreement and you will furnish such information and access to personnel as we may reasonably request. We have the right to monitor usage. You shall not remove, modify or obscure any proprietary rights notices.

Accounts, Updates, Support. In operating your account you must; (i) maintain strict confidentiality of user names, passwords or other credentials; (ii) not allow others to use your credentials or access your account; (iii) immediately notify us of any unauthorized use or breach of security related to your account; (iv) submit only complete and accurate information; and (v) maintain and promptly update information if it changes. You will be responsible for access by any party you authorize. We may use rights management features (e.g. a lockout) to prevent unauthorized use.  We or an applicable app store may automatically install updates to any Solution or Portals. If you do not want to have updates installed, your remedy is to stop using the Solution or Portals. If you are provided with an option to update, you understand that failure to do so may mean loss of features or functions including security. We are not providing you with any dedicated support or maintenance for the Solution or Portal, except to the extent agreed otherwise in writing. We are not responsible or liable for any problems, unavailability, delay or security incidents arising from or related to: (i) conditions or events reasonably outside of our control; (ii) cyberattack; (iii) the public internet and communications networks; (iv) data, software, hardware, telecommunications, infrastructure or networking equipment not provided by us; (v) your and users’ negligence or failure to use the latest version or follow published documentation; (vi) modifications or alterations not made by us; or (v) unauthorized access via your credentials.

Data. As between us and you and unless agreed otherwise in separate agreements, you retain all rights over data and other information that you or persons acting on your behalf input, upload, transfer or make available in relation to, or which is collected from your devices or equipment by, the Solution or Portals (“Input Data”). Unless agreed otherwise in writing: (i) Honeywell has the right to retain, transfer, disclose, duplicate, analyze, modify and otherwise use Input Data to provide, protect, improve or develop our products or services; and (ii) Honeywell may also use Input Data for any other purpose provided it is in an anonymized form that does not identify you. All information, analysis, insights, inventions and algorithms derived from Input Data by Honeywell or its licensor or affiliates (but excluding the Input Data itself) and any intellectual property rights obtained related thereto, are owned exclusively and solely by us (and/or our licensor) and are our confidential information. Any Personal Data contained within Input Data shall only be used or processed in accordance with Clause 5 and applicable law. You have sole responsibility for obtaining all consents and permissions (including providing notices to Users or third parties) and satisfying all requirements necessary to permit our use of Input Data.

Privacy. Data about you, users and/or affiliates and your or their employees, contractors or agents that is recognized under applicable law as “personal data” or equivalent terms (collectively “Personal Data”) may be processed in relation to this Agreement and the Solution or Portals, including in accordance with this scope: (i) data subjects – employees of  you and your respective affiliates, customers, contractors and service providers; and (ii) data categories - name, contact information (including addresses, emails and telephone numbers), IP address, location information, images, video and system, facility, device or equipment usage data. Unless otherwise agreed in separate agreements, to the extent the laws of a jurisdiction recognize the roles of “data controller” and “data processor” as applied to Personal Data then, as between Honeywell and you, you act as data controller and we act as data processor and shall process Personal Data solely on behalf of and in accordance with your or users’ documented instructions, this Agreement and/or applicable privacy laws and only to the extent, and for so long as necessary, to provide, protect, improve or develop the Solution or Portals and/or related services and perform rights and obligations under this Agreement. You authorize us to share Personal Data with sub-processors (including affiliates and service providers) located in any jurisdiction in connection with this Agreement, provided we use legally enforceable transfer mechanisms and contractually require sub-processors to abide by terms no less restrictive that those in this Agreement with regards to processing of Personal Data. We shall have no liability for any losses, costs, expenses or liabilities arising from or in connection with processing of Personal Data in compliance with this Agreement or otherwise in compliance with your or users’ written instructions. We shall refer all data subject requests to exercise rights under applicable privacy laws to you and provide reasonable assistance to enable you to: (a) comply with such requests; (b) enable Personal Data security; (c) respond to complaints or inquiries and to conduct any privacy impact assessments; and (d) verify compliance with our obligations in this clause (including allowing for and participating in Personal Data audits), provided you reimburse all reasonably incurred costs. Upon termination we shall delete or anonymize all Personal Data, except we may retain Personal Data if required or permitted by applicable law for compliance, audit or security purposes. You shall only process “personal data” (or equivalents) of us or our affiliates solely for the purposes of performing this Agreement and shall delete or anonymize all such personal data upon termination. If we process Personal Data relating to data subjects in the European Economic Area (“EEA”), Switzerland or Philippines: (I) if we believe any instruction from you or a user will violate applicable privacy laws, or if applicable law requires us to process Personal Data relating to data subjects in the EEA in a way that is not in compliance with your or users documented instructions we shall notify you in writing, unless the law prohibits such notification on important grounds of public interest; (II) we shall upon request make available the identity of sub-processors and notify intended addition or replacement and you have 5 business days to object. If you object and the parties do not resolve within 1 month, we may terminate without penalty on written notice; and (III) we shall ensure personnel processing Personal Data of EEA data subjects have committed to confidentiality in relation to such processing. Where transfers of Personal Data require: (y) you and users authorize us and our affiliates to act as agent for the limited purpose of binding you and users as principal, in the capacity of “data exporter”, to a Honeywell inter group or Honeywell and service provider data transfer agreement comprising the Standard Contractual Clauses for the transfer of personal data to processors established in third countries adopted by the European Commission (“SCC”); and (z) the parties agree that the SCCs (located at https://ec.europa.eu/info/law/law-topic/data-protection/data-transfers-outside-eu/model-contracts-transfer-personal-data-third-countries_en or updated more recent website) shall be deemed to have been signed by you and/or your affiliates, in the capacity of “data exporter”, and by us and/or our affiliates, in the capacity of “data importer”. We will use commercially reasonable and customary administrative, physical and technical safeguards to protect Personal Data and follow industry-standard security practices. Following a confirmed breach of security leading to the accidental or unlawful destruction, loss, alteration or unauthorized access, disclosure or use of Personal Data we will notify you without undue delay and as relevant information becomes available to assist you in meeting your potential reporting or notice obligations under applicable law and you will work with us in good faith to develop any related public statements or required notices. If you have any questions about our data protection measures, you can contact us at honeywellprivacy@honeywell.com. To the extent that you contact us to exercise or inquire about your rights or uses given to your Personal Data, we may refer those questions to the relevant data controller.

Open Source. Certain components of the Solution or Portals may incorporate open source Solution (“Open Source”) and to the extent required by the licenses covering Open Source, the terms of such licenses will apply to such Open Source in lieu of this Agreement. To the extent the licenses applicable to Open Source: (i) prohibit any restriction in this Agreement with respect to such Open Source, such restriction will not apply to such Open Source; and (ii) require us to make an offer to provide source code or related information in connection with the Open Source, such offer is hereby made. You acknowledge receipt of notices for Open Source.

Compliance. You must comply with all laws applicable to your use of the Solution and Portals including data privacy or localization, anti-bribery and export control laws (i.e. export to embargoed, prohibited or restricted countries or access by prohibited, denied and designated persons) and your rights to use the Solution and Portals is subject to such compliance. For purposes of FARs, DFARs and access by governmental authorities, the Solution and Input Data are “commercial computer software”, “commercial computer software documentation” and “restricted data” provided to you under “Limited Rights” and “Restricted Rights” and only as commercial end items.

Security. Honeywell will use commercially reasonable administrative, physical and technical safeguards to protect Personal Data and Input Data and follow industry-standard security practices; and (ii) following a confirmed breach of security leading to the accidental or unlawful destruction, loss, alteration or unauthorized access, disclosure or use of Personal Data or Input Data, Honeywell will notify you without undue delay and as relevant information becomes available to assist you in meeting your potential reporting or notice obligations under applicable law and you will work with Honeywell in good faith to develop any related public statements or required notices. You are solely responsible for costs and liability incurred due to unauthorized use or access through your account(s) or systems. HONEYWELL IS NOT LIABLE FOR ANY LOSS, ALTERATION, OR CORRUPTION OF ANY COMPUTER DATA OR SOFTWARE OR FOR YOUR INABILITY TO USE YOUR COMPUTER EQUIPMENT OR OTHER PRODUCT, HOWEVER CAUSED, INCLUDING ANY ALLEGED LOSS SUSTAINED DURING AN ATTEMPT AT DATA RECOVERY.

Term, Suspension. This Agreement commences upon the first to occur of when you click agree (or similar term) or download/install/access and continues until termination or expiry of the relevant subscription of the services hereunder pursuant to which your access to our products and services is granted. We may terminate this Agreement if you breach it, your use is fraudulent or may subject us to potential liability, your access is not authorized, or we suspend or end operation or use of the Portals or Solution.

Warranty Disclaimer. THE SOLUTION, PORTALS AND/OR ANY OTHER SERVICES PROVIDED HEREUNDER ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABLE QUALITY, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE, ON BEHALF OF OURSELVES AND LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIM ALL SUCH WARRANTIES AND REPRESENTATIONS. WE DO NOT WARRANT THAT THE SOLUTION OR PORTALS WILL OPERATE WITHOUT INTERRUPTION, OR BE ERROR FREE.

Limitation of Liability. HONEYWELL WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR REVENUES.  HONEYWELL’S CUMULATIVE, AGGREGATE LIABILITY TO YOU IN ALL CIRCUMSTANCES WILL NOT EXCEED THE PORTION OF THE SOLUTION SUBSCRIPTION FEE THAT HONEYWELL HAS RECEIVED FROM YOU. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION APPLY TO ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF FORM, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

Governing Law and Dispute Resolution. Any claims arising out of or relating to this Agreement will be governed by the substantive laws of Hong Kong, without regard to conflicts of laws principles, and excluding the United Nations Convention on the International Sale of Goods of 1980 (and any amendments or successors thereto). Any dispute will be finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the then HKIAC Administered Arbitration Rules, using three arbitrators, one each appointed by the respective parties and the third selected by the Chairman of HKIAC; (ii) the language of all arbitration will be English; (iii) judgment upon any award rendered by the arbitrators identified may be entered in any court having jurisdiction; and (iv) such award will be payable in United States dollars. Until a final award is entered, either party may apply for injunctive relief and/or seek from any court having jurisdiction, interim or provisional relief if necessary to protect the rights or property.

Miscellaneous. You hereby agree that Honeywell may use your name or marks or refer to or identify you in advertising or publicity releases or promotional or marketing materials. This Agreement and the rights granted herein are not assignable or transferrable by you. We may assign or transfer this Agreement or any rights in it with or without notice to you.  Unenforceable provisions will be reformed to permit enforceability with maximum effect to the original intent. Waiver of a breach is not waiver of other or later breaches. The parties are independent contractors of the other. If required by our written contract with them, certain of our licensors are third party beneficiaries of this Agreement. The controlling version of this Agreement is this English language version regardless translation.  The word “including” is exemplary meaning “including without limitation” or “including, but not limited to.” The words “shall,” “will,” and “must” are obligatory while “may” is permissive, giving a right, but not obligation.