You would like to use PassKit (as defined below) to generate Pass(es) for use by Passbook and any other OS and devices supported. PassKit, Inc. is willing to grant You the use of PassKit to generate Passes on the terms and conditions set forth in this Agreement.
In order to use PassKit and related services, You must first agree to this Agreement. If You do not or cannot agree to this Agreement, You are not permitted to use PassKit.
You accept and agree to the terms of this Agreement on Your own behalf and/or on behalf of Your company, organisation, educational institution, or agency, instrumentality, or department of the government as its authorized legal representative, by doing either of the following:
Whenever capitalized in this Agreement:
Agreement means the PassKit License Agreement, including any attachments and any exhibits thereto which are hereby incorporated by this reference.
Apple means Apple Inc., a California corporation with its principal place of business at One Infinite Loop, Cupertino, California 95014, U.S.A.
Documentation means any technical or other specifications or documentation that PassKit, Inc. may provide to You for use in connection with PassKit.
Pass(es) means one or more digital passes (e.g., movie tickets, coupons, loyalty reward vouchers, boarding passes, membership cards, etc.) developed by You under this Agreement.
Pass ID means the combination of an Apple-issued certificate and Push Application ID that is used by You to digitally sign Your Passes and to send Push Notifications to Pass(es) using both PassKit and Apple services.
Pass Information means the text, descriptions, representations or information relating to a Pass that You provide to Your end-users on or in connection with a Pass.
Passbook means Apple's installed iOS feature that has the ability to store and display Passes for use on iOS Products.
PassKit means the online service(s) provided by and maintained by PassKit, Inc. for the design, production, distribution, management and analysis of Pass(es) for Passbook. For purposes of Schedule 1, PassKit means PassKit, Inc.
PassKit, Inc. means PassKit, Inc. a Delaware Corporation with its principle place of business at 6/F Golden Sun Centre, 59-67 Bonham Strand West, Sheung Wan, Hong Kong. Phone: +852 5804 9280, Fax: +852 5804 9291.
Push Notification means a message, including any content or data therein, that You transmit to end-users and that is delivered in Your Pass within Passbook.
You and Your means and refers to the person(s) or legal entity (whether the company, organisation, educational institution, or governmental agency, instrumentality, or department) using PassKit or otherwise exercising rights under this Agreement. For the sake of clarity, You may authorize contractors to use PassKit on Your behalf.
Subject to the terms and conditions of this Agreement, PassKit, Inc. hereby grants You, a limited, non-exclusive, personal, revocable, non-sublicensable and non-transferable permission to, Generate, Distribute and Update Pass(es)
(a) Using your own Pass ID under the provision that the Passes you generate and distribute are done so in accordance with all legal agreements with both Apple and PassKit, Inc.;
(b) Using PassKit's Pass ID for the sole purpose, without exception, of evaluation, development and testing of Pass layouts and integration of PassKit's API functionality; You understand and agree that passes generated by You, and signed with PassKit's Pass ID are issued and owned by PassKit, Inc., in accordance with Apple's iOS Developer Program License Agreement terms and conditions, and as such must NOT be distributed either publicly or privately by You under any circumstances;
You certify to PassKit, Inc. and agree that: (a) You are of the legal age of majority in the jurisdiction in which You reside (at least 18 years of age in many countries) and have the right and authority to enter into this Agreement on Your own behalf, or if You are entering into this Agreement on behalf of Your company, organisation, educational institution, or agency, instrumentality, or department of the federal government, that You have the right and authority to legally bind such entity or organisation to the terms and obligations of this Agreement; (b) All information provided by You to PassKit, Inc. or Your end-users in connection with this Agreement or Passes, including without limitation Pass Information, will be current, true, accurate, supportable and complete and, with regard to information You provide to PassKit, Inc., You will promptly notify PassKit, Inc. of any changes to such information. Furthermore, You agree that PassKit, Inc. may share such information (including email address and mailing address) with third parties who have a need to know for purposes related thereto (e.g., intellectual property questions, customer service inquiries, etc.); (c) You will comply with the terms of and fulfill Your obligations under this Agreement, and You agree be fully responsible for any actions undertaken by You in relation to Your Pass and their compliance with the terms of this Agreement; (d) You will be solely responsible for all costs, expenses, losses and liabilities incurred, and activities undertaken by You in connection with PassKit, Your Passes and Your related development and distribution efforts, including, but not limited to, any related development efforts, network and server equipment, Internet service(s), or any other hardware, software or services used by You in connection with Your use of any services; (e) For the purposes of Schedule 1, You represent and warrant that You own or control the necessary rights in order to appoint PassKit, Inc. as Your worldwide agent for the delivery of Your Passes, and that the fulfillment of such appointment by PassKit, Inc. shall not violate or infringe the rights of any third party; and (f) You will not act in a manner which conflicts or interferes with any existing commitment or obligation You may have and no agreement previously entered into by You will interfere with Your performance of Your obligations under this Agreement.
As a condition to using PassKit, You agree that: (a) You will only use the PassKit for the purposes and in the manner expressly permitted by this Agreement and in accordance with all applicable laws and regulations; (b) You will not use PassKit for any unlawful or illegal activity, nor to generate a Pass which would commit or facilitate the commission of a crime, or other unlawful or illegal act; (c) To the best of Your knowledge and belief, Your Pass and Pass Information do not and will not violate, misappropriate, or infringe any third party copyrights, trademarks, rights of privacy and publicity, trade secrets, patents, or other proprietary or legal rights (e.g. photography or image rights, logo rights, third party data rights); (d) You agree that all development of Passes must be in accordance with the terms of this Agreement.
Subject to the terms of this Agreement, You may distribute Your Passes to end-users by the web, email, or an Application. You understand and agree that Your end-users must accept Your Passes before they will be loaded into Passbook or any other device and can remove Your Passes from Passbook or any other device at any time.
By distributing Your Passes in this manner, You represent and warrant to PassKit, Inc. that Your Passes comply with the terms of this agreement. PassKit, Inc. and Apple shall not be responsible for any costs, expenses, damages, losses (including without limitation lost business opportunities or lost profits) or other liabilities You may incur as a result of distributing Your Passes in this manner. You also indemnify PassKit, Inc. and Apple from any costs, expenses, damages, losses (including without limitation lost business opportunities or lost profits) or other liabilities You may incur as a result of distributing Your Passes in this manner. You will be responsible for attaching or otherwise including, at Your discretion, any relevant end-user usage terms with Your Passes. PassKit, Inc. will not be responsible for any violations of Your end-user usage terms. You will be solely responsible for all user assistance, warranty and support of Your Passes.
By distributing Your Passes as permitted in this Agreement, You hereby permit PassKit, Inc. and Apple to use (i) screen shots of Your Pass; (ii) trademarks, logos and images associated with Your Pass; and (iii) Pass Information, for promotional purposes in marketing materials and gift cards, excluding those portions which You do not have the right to use for promotional purposes and which You identify in writing to PassKit, Inc.
You understand and agree that PassKit, Inc. reserves the right to review and approve or reject Your Pass(es) at any time during the Term of this Agreement.
PASSKIT, INC. AND APPLE SHALL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES ARISING FROM ANY USE, MISUSE, RELIANCE ON, INABILITY TO USE, INTERRUPTION, SUSPENSION, OR TERMINATION OF PASSKIT, PASSBOOK, YOUR PASS ID, YOUR PASSES, OR ANY SERVICES PROVIDED IN CONNECTION THEREWITH, INCLUDING BUT NOT LIMITED TO ANY LOSS OR FAILURE TO DISPLAY YOUR PASS IN PASSBOOK OR ANY END-USER CLAIMS ARISING FROM ANY USE OF THE FOREGOING BY YOUR END-USERS.
To the extent permitted by applicable law, You agree to indemnify and hold harmless, PassKit, its directors, officers, employees, independent contractors and agents (each a PassKit Indemnified Party) from any and all claims, losses, liabilities, damages, taxes, expenses and costs, including without limitation, attorneys' fees and court costs (collectively, Losses), incurred by a PassKit Indemnified Party and arising from or related to any of the following: (i) Your breach of any certification, covenant, obligation, representation or warranty in this Agreement; (ii) any claims that Your Pass or Pass Information violate or infringe any third party intellectual property or proprietary rights; (iii) PassKit's permitted use, promotion or delivery of Pass, Pass Information, metadata, related trademarks and logos, or images and other materials that You provide to PassKit under this Agreement; (iv) any claims, including but not limited to any end-user claims, regarding Your Pass, Pass Information, or related logos, trademarks, content or images; or (v) Your use Pass, Pass Information, metadata or Your development and distribution of any Application or Pass.
To the extent permitted by law, You hereby agree to indemnify, defend and hold harmless each PassKit Indemnified Party from any Losses incurred by such PassKit Indemnified Party by reason of any such use.
As consideration for the rights granted to You under the Agreement, You agree to pay PassKit the requisite monthly fees as set forth on PassKit website. The fees are non refundable. Any taxes that may be levied on the PassKit software or Your use of it shall be Your responsibility.
PassKit reserves the right to modify the fees and other charges for the subsequent Renewal Subscription Term upon notice to You no less than sixty (60) days prior to the beginning of such Renewal Subscription Term.
The Term of this Agreement shall extend until the one (1) year anniversary of the original activation date of Your subscription account (Effective Date). Thereafter, subject to Your compliance with the terms of this Agreement, the Term will automatically renew for successive one (1) year terms, unless sooner terminated in accordance with this Agreement.
This Agreement and all rights granted by PassKit hereunder and any services provided hereunder will terminate, effective immediately upon notice from PassKit: (a) if You fail to comply with any term of this Agreement and fail to cure such breach within 30 days after becoming aware of or receiving notice of such breach; (b) if You become insolvent, fail to pay Your debts when due, dissolve or cease to do business, file for bankruptcy, or have filed against You a petition in bankruptcy; or (f) if You engage, or encourage others to engage, in any misleading, fraudulent, improper, unlawful or dishonest act relating to this Agreement, PassKit may also terminate this Agreement, or suspend Your rights to use PassKit, if You fail to accept any new Agreement terms.
Either party may terminate this Agreement for its convenience, for any reason or no reason, effective 30 days after providing the other party with written notice of its intent to terminate.
The PassKit services may contain inaccuracies or errors that could cause failures or loss of data. PassKit, or its licensors, may provide or make available through PassKit certain web based applications, service related software, certificate issuance services, or other services for Your use (collectively the Services for purpose of section 6 and 10). PassKit and its licensors reserve the right to change, suspend, remove, or disable access to any Services (or any part thereof) at any time without notice. In no event will PassKit or its licensors be liable for the removal of or disabling of access to any such Services. PassKit or its licensors may also impose limits on the use of or access to certain Services, or may remove the Services for indefinite time periods or cancel the Services at any time and in any case and without notice or liability.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF PASSKIT SOFTWARE, SECURITY SOLUTION AND ANY SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IF WITH YOU. THE PASSKIT SOFTWARE, SECURITY SOLUTION AND ANY SERVICES ARE PROVIDED AS-IS AND AS AVAILABLE. WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND PASSKIT, PASSKIT'S AGENTS AND PASSKIT'S LICENSORS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PASSKIT SOFTWARE, SECURITY SOLUTION AND SERVICES EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TIMELINESS AND NON INFRINGEMENT OF THIRD PARTY RIGHTS. PASSKIT DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE PASSKIT SOFTWARE, SECURITY SOLUTION OR SERVICES, THAT THE OPERATION OF THE PASSKIT SOFTWARE, SECURITY SOLUTION, OR THE PROVISION OF SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, THAT DEFECTS OR ERRORS IN THE PASSKIT SOFTWARE, SECURITY SOLUTION OR SERVICES WILL BE COMPATIBLE WITH FUTURE APPLE PRODUCTS, SERVICES OR SOFTWARE OR ANY THIRD PARTY SOFTWARE, APPLICATIONS OR SERVICES, OR THAT ANY INFORMATION STORED OR TRANSMITTED THROUGH ANY PASSKIT SOFTWARE OR SERVICE WILL NOT BE LOST, CORRUPTED OR DAMAGED. YOU ACKNOWLEDGE THAT THE PASSKIT SOFTWARE AND SERVICES ARE NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE ERRORS, DELAYS, FAILURES OR INACCURACIES IN THE TRANSMISSION OR STORAGE OF DATA OR INFORMATION BY OR THROUGH THE PASSKIT SOFTWARE OR SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR FINANCIAL, PHYSICAL, PROPERTY OR ENVIRONMENTAL DAMAGE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PASSKIT OR A PASSKIT AUTHORISED REPRESENTATIVE WILL CREATE A WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SHOULD THE PASSKIT SOFTWARE, SECURITY SOLUTION OR SERVICES PROVDE DEFECTIVE YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
Location data as well as any maps data provided by any Services or software is for basic navigational purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environment damage. Neither PassKit nor any of its licensors guarantees the availability, accuracy, completeness, reliability, or timeliness of location data or any other data or information displayed by any Services or software.
Any notices relating to this Agreement shall be in writing. Notices will be deemed given by PassKit when sent to You at the email address or mailing address You provided during the registration process. All notices to PassKit relating to this Agreement will be deemed given when sent by you at the email email@example.com. You consent to receive notices by email and agree that any such notices that PassKit sends You electronically will satisfy any legal communication requirements. A party may change its email or mailing address by giving the other written notice as described above.
PassKit may change the terms of this Agreement at any time. In order to continue using the PassKit, You must accept and agree to the new terms of this Agreement. If You do not agree to new terms, Your use of the PassKit will be suspended or terminated by PassKit. You agree that Your acceptance of such new Agreement terms may be signified electronically, including without limitation, by Your checking a box or clicking on an agree or similar button.
1.1 You hereby appoint PassKit as Your worldwide agent for the delivery of the Passes to end-users, during the Delivery Period. You hereby acknowledge that PassKit will deliver the Passes to end-users for You and on Your behalf. For purposes of this Schedule 1, the term Passes includes any additional permitted functionality, content or services provided by You.
1.2 In furtherance of PassKit's appointment under Section 1.1 of this Schedule 1, You hereby authorize and instruct PassKit to:
(a) provide hosting services to You, in order to allow for the storage of, and end-user access to, the Passes and to enable third party hosting of such Passes solely as otherwise licensed or authorized by PassKit;
(b) allow end-users to access and re-access copies of the Passes, so that end-users may acquire from You and electronically download those Passes.
(c) use (i) screen shots of the Passes; (ii) trademarks and logos associated with the Passes; and (iii) Pass Information, for promotional purposes in marketing materials; and
(d) otherwise use Passes, Pass Information and associated metadata as may be reasonably necessary in the delivery of the Pass in accordance with this Schedule 1. You agree that no royalty or other compensation is payable for the rights described above in Section 1.2 of this Schedule 1.
1.3 The parties acknowledge and agree that their relationship under this Schedule 1 is, and shall be, that of principal and agent, and that You, as principal, are, and shall be, solely responsible for any and all claims and liabilities involving or relating to, the Passes, as provided in this Schedule 1. The parties acknowledge and agree that Your appointment of PassKit as its agent under this Schedule 1 is non-exclusive.
1.4 For purposes of this Schedule 1, the Delivery Period shall mean the period beginning on the Effective Date of the Agreement, and expiring on the last day of the Agreement or any renewal thereof; provided, however, that PassKit's appointment as Your agent shall survive expiration of the Agreement for a reasonable phase-out period not to exceed thirty (30) days and further provided that, solely with respect to Your end-users, subsections 1.2(b), (c), and (d) of this Schedule 1 shall survive termination or expiration of the Agreement unless You indicate otherwise pursuant to sections 3.1 and 5.2 of this Schedule 1.
You acknowledge and agree that PassKit, in the course of acting as agent for You, is hosting, or pursuant to Section 1.2(b) of this Schedule 1 may enable authorized third parties to host, the Pass(es), and is allowing the download of those Pass(es) by end-users, on Your behalf. The parties acknowledge and agree that PassKit shall not acquire any ownership interest in or to any of the Passes or Pass Information, and title, risk of loss, responsibility for, and control over the Pass(es) shall, at all times, remain with You. PassKit may not use any of the Passes or Pass Information for any purpose, or in any manner, except as specifically authorized in this Schedule 1.
3.1 You represent and warrant that: (a) You have the right to enter into this Agreement, to reproduce and distribute each of the Passes, and to authorize PassKit to permit end-users to download and use each of the Pass(es); (b) none of the Passes, or end-users' permitted uses of those Passes, violate or infringe any patent, copyright, trademark, trade secret or other intellectual property or contractual rights of any other person, firm, corporation or other entity and that You are not submitting the Licensed Applications to PassKit on behalf of one or more third parties; (c) each of the Passes is authorized for distribution, use in, export to, and import into each of the countries designated by You under Section 2 of this Schedule 1, in accordance with the laws and regulations of those countries; (d) none of the Passes contains any obscene, offensive or other materials that are prohibited or restricted under the laws or regulations; (e) all information You provide is accurate and that, if any such information ceases to be accurate, You will promptly update it to be accurate; and (f) in the event a dispute arises over the content of Your Pass or use of Your intellectual property on the Pass, You agree to follow PassKit's Pass dispute process on a non-exclusive basis and without any party waiving its legal rights.
4.1 PassKit shall have no responsibility for the installation and/or use of any of the Passes by any end-user. You shall be solely responsible for any and all end-user assistance and support with respect to each of the Passes.
4.2 You shall be solely responsible for, and PassKit shall have no responsibility or liability whatsoever with respect to, any and all claims, suits, liabilities, losses, damages, costs and expenses arising from, or attributable to, the Passes and/or the use of those Passes by any end-user, including, but not limited to: (i) claims of breach of warranty; (ii) product liability claims; and (iii) claims that any of the Passes and/or the end-user's possession or use of those Passes infringes the copyright or other intellectual property rights of any third party.
5.1 This Schedule 1, and all of PassKit's obligations hereunder, shall terminate upon the expiration or termination of the Agreement.
5.2 In the event that You no longer have the legal right to distribute the Passes, or to authorize PassKit to allow access to those Passes by end-users, in accordance with this Schedule 1, You shall promptly notify PassKit.
5.3 PassKit reserves the right to cease allowing download by end-users of the Passes at any time, with or without cause, by providing notice of termination to You. Without limiting the generality of this Section 5.3, You acknowledge that PassKit may cease allowing download by end-users of some or all of the Passes if PassKit reasonably believes that: (i) those Passes and/or any end-user's possession and/or use of those Passes, infringe patent, copyright, trademark, trade secret or other intellectual property rights of any third party; or (ii) the distribution and/or use of those Passes violates any applicable law in any country. An election by PassKit to cease allowing download of any Pass, pursuant to this Section 5.3, shall not relieve You of Your obligations under this Schedule 1.
5.4 You may invalidate any or all of the Passes at any time, and for any reason, by using the tools provided, except that, with respect to Your end-users, You hereby authorize and instruct PassKit to fulfill sections 1.2(b), (c), and (d) of this Schedule 1, which shall survive termination or expiration of the Agreement unless You indicate otherwise pursuant to sections 3.1 and 5.2 of this Schedule 1.
The relationship between You and PassKit established by this Schedule 1 may have important legal consequences for You. You acknowledge and agree that it is Your responsibility to consult with Your legal advisors with respect to Your legal obligations hereunder.