Credential Resale Terms
These terms (the “Terms”) apply to your purchase of Credentials resold by View the Space, Inc.
( “VTS”) to you and/or your employer (“Client”).
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICES.
BY USING THE SERVICES AND/OR CLICKING “AGREE”, YOU ARE AGREEING TO BE BOUND BY
THIS AGREEMENT. IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF OR FOR THE
BENEFIT OF YOUR EMPLOYER, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE
NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON YOUR EMPLOYER’S BEHALF
AND TO BIND YOUR EMPLOYER TO THIS AGREEMENT.
(a) Provision of Credentials. Subject to payment of the applicable Fees, VTS will provide Client,
through assignment to the applicable accounts of users of VTS’s Activate platform specified by Client
(each a “User”), with the applicable number of licenses to use digital or virtual cards, account access
devices, or other devices that may be provisioned (each a “Credential”) to an applicable Apple product
that has been enabled to utilize Credentials (each an “Enabled Device,” most typically an iPhone).
Credentials are provided by Apple, Inc. (including its affiliates, “Apple”) through HID Global Corporation
(“Access Partner” and together with Apple the “Resellers”). Credential requirements are based on
technical factors regarding Access Partner systems.
(b) Reseller Terms. Use of Credentials is at all times subject to the continued support and
enablement of the credentials program by the Resellers (the “Program”), which is not guaranteed by
VTS. Client, including each User, must comply with all applicable terms of each Reseller at all times,
including those terms provided at https://www.hidglobal.com/legal/additional-product-specific-terms-apple-
access-technology. The Resellers may change the terms of the Program at any time without notice to
VTS, Client, or any User.
(c) Restrictions on Use. Client shall not, and shall use reasonable efforts to ensure that each User
does not, (i) sell, resell, rent or lease Credentials or use Credentials in a service provider capacity; (ii)
interfere with or disrupt the integrity or performance of the Program or VTS’s services; (iii) attempt to gain
unauthorized access to Credentials or related systems or networks; (iv) reverse engineer, decompile,
disassemble, or otherwise attempt to discern the source code or interface protocols of Credentials or any
related software; (v) knowingly utilize Credentials in a manner that exceeds the license parameters as
purchased; (vi) use Credentials in violation of any Applicable Law or for any purpose other than for
obtaining lawfully permitted access to areas through use of Access Partner’s systems; or (vii) introduce,
post, or upload to platforms of VTS or a Reseller any Harmful Code (as defined below). As used in this
Agreement, (1) “Applicable Law” means, with respect to any entity or person, any federal, state, or local
statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive,
judgment, decree, or other requirement of any international, federal, state, or local court, administrative
agency, or commission or other governmental or regulatory authority or instrumentality, domestic or
foreign, applicable to such entity or person, or any of its properties, assets, or business operations, and
(2) “Harmful Code” means computer code, programs, or programming devices that are intentionally
designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in
any manner, including aesthetic disruptions or distortions, the operation of a service or a VTS website,
limitation, “Trojan horses,” “viruses,” “worms,” “time bombs,” “time locks,” “devices,” “traps,” “access
codes,” or “drop dead” or “trap door” devices) or any other harmful, malicious, or hidden procedures,
routines or mechanisms that would cause a service to cease functioning or to damage or corrupt data,
storage media, programs, equipment, or communications, or otherwise interfere with the operation of a
service.
2. Payment
(a) Fees. Access and use of Credentials is subject to full payment of all applicable charges,
including the fees described in the purchase order (the “Fees”) and applicable Taxes. All Fees are non-
refundable.
(b) Taxes. All Fees are in addition to, and do not include, any federal, state, or local sales, use,
withholding, VAT and other similar taxes (collectively, “Taxes”). Client is responsible for the payment of
all applicable Taxes, without deduction or offset to the Fees due. Any applicable direct pay permits or
valid tax-exempt certificates must be provided to VTS prior to the execution of any Order.
3. IP Rights
(a) Intellectual Property. Except as agreed in writing by the Resellers or VTS, no other rights or
licenses to exploit (in whole or in part), in any manner, form or media, any of the technology or intellectual
property rights of VTS or a Reseller are granted aside from the limited license to utilize Credentials
described herein. Nothing contained in these Terms will be construed as constituting a transfer or an
assignment to a party by the other party of any of the technology or intellectual property rights.
(b) Reporting Data. Client agrees to provide Apple (via Access Partner and VTS) the data and
statistics identified in Exhibit A (Reporting; available at https://www.hidglobal.com/legal/additional-product-
specific-terms-apple-access-technology) and in accordance with the Apple Access Guidelines as may be
published by Apple from time to time. Apple may use the data and statistics provided by Client for
purposes of (1) performing its obligations and exercising its rights under these Terms, or (2) improving its
products or technology used internally by Apple in connection with Apple products.
(c) Credential Data. Client agrees that data relating to the use of Credentials in connection with
Access Partner’s technology by Users (“Usage Data”) may be gathered by VTS through its Activate
service, a subset of which may be displayed to entities that own, manage, or otherwise control buildings
that utilize either of VTS’s Activate service or the services of Access Partner.
(a) Mutual Representations and Warranties. Each party represents and warrants to the other
party that: (i) it is duly organized, validly existing, and in good standing under its jurisdiction of
organization and has the right to provide and utilize Credentials, as the case may be, subject to these
Terms; (ii) the execution, delivery, and performance of any purchase order and the consummation of the
transactions contemplated hereby are within the corporate powers of such party and have been duly
authorized by all necessary corporate action on the part of such party, and constitute a valid and binding
agreement of such party; (iii) it has the full power, authority, and right to perform its obligations and grant
the rights it grants hereunder; and (iv) its performance under these Terms shall comply with all Applicable
Laws.
necessary rights, and has obtained all necessary consents, to provide VTS with relevant User information
for the provisioning of Credentials.
(c) Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE CREDENTIALS,
VTS WEBSITES AND SERVICES, THEIR COMPONENTS, ANY DOCUMENTATION, AND ANY OTHER
MATERIALS PROVIDED BY VTS HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND
VTS MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SAME OR
OTHERWISE IN CONNECTION WITH ANY PURCHASE, AND HEREBY DISCLAIMS ANY AND ALL
EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY
WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY
WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE
OF TRADE. TO THE EXTENT THAT VTS MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM
ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE
MINIMUM PERMITTED UNDER SUCH LAW.
(a) Definition of Confidential Information. “Confidential Information” means all non-public
information disclosed by a party (“Discloser”) to the other party (“Recipient”), whether orally or in
writing, that is designated as confidential or that reasonably should be understood to be confidential given
the nature of the information and the circumstances of disclosure.
(b) Protection of Confidential Information. Recipient must use the same degree of care to protect
the confidentiality of Discloser’s Confidential Information that it uses to protect the confidentiality of its
own Confidential Information (but in no event less than reasonable care). Recipient must not disclose or
use any Confidential Information of Discloser for any purpose outside the scope of these Terms.
Recipient must make commercially reasonable efforts to limit access to Confidential Information of
Discloser to those of its employees and contractors who need such access for purposes consistent with
these Terms and who are bound by confidentiality obligations to Recipient no less restrictive than the
confidentiality terms of these Terms. Recipient shall be responsible for the acts and omissions of all of its
employees and contractors, and any breach of this Agreement by any of its employees and contractors
shall be deemed a breach of these Terms by Recipient.
(c) Exclusions. Notwithstanding subsection (a) of this Section, Confidential Information excludes
information that: (i) is or becomes generally known to the public without breach of any obligation owed to
Discloser; (ii) was known to Recipient prior to its disclosure by Discloser without breach of any obligation
owed to Discloser; (iii) is received from a third party without breach of any obligation owed to Discloser; or
(iv) was independently developed by Recipient without use or access to the Confidential Information.
Recipient may disclose Confidential Information to the extent required by law or court order, but will
provide Discloser with reasonable advance notice to seek a protective order to the extent allowed by law
or court order. If such protective order or other remedy is not obtained or Discloser waives compliance
with the provisions of this Section, Recipient may furnish only that portion of Discloser’s Confidential
Information which it is advised by its counsel is legally required to be disclosed and will use commercially
reasonable efforts to ensure that confidential treatment will be afforded such disclosed portion of the
Confidential Information.
to utilize Credentials, VTS may retain usage Data in a de-identified form indefinitely, provided that such
Usage Data be maintained in a confidential manner for the duration of its retention.
6. Liability Limit
(a) EXCEPT FOR LIABILITY ARISING IN CONNECTION WITH A PARTY’S GROSS
NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF ITS CONFIDENTIALITY OR
INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT NEITHER PARTY SHALL BE LIABLE
FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL
DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT
LIMITATION, COSTS OF DELAY, LOSS OF DATA, RECORDS OR INFORMATION, AND LOST
PROFITS, REVENUE OR ANTICIPATED COST SAVINGS), EVEN IF IT KNOWS OF THE
POSSIBILITY OF SUCH DAMAGE OR LOSS. VTS’S TOTAL LIABILITY ARISING OUT OF OR
RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) WILL NOT
EXCEED THE GREATER OF EITHER $1000 OR THE AMOUNT PAID OR PAYABLE BY CLIENT
WITHIN THE 12-MONTH PERIOD PRIOR TO THE EVENT THAT GAVE RISE TO THE LIABILITY.
(b) Exclusions. Notwithstanding the foregoing, nothing in this Section 8 shall limit or exclude either
party’s liability for any liability that cannot be limited or excluded by Applicable Law.
7. Indemnity
(a) By VTS. VTS will indemnify, defend and hold Client harmless from and against any liabilities,
costs, and expenses (including reasonable attorneys’ fees) (“Losses”) incurred by Client in connection
with any third-party action, claim, or proceeding (each, a “Claim”) to the extent that such Claim alleges
that the provision of Credentials by VTS violates the rights of any third party. If such a Claim appears
likely, then VTS may, at its expense, either procure the necessary rights for Client to use Credentials as
provided in these terms or terminate the applicable Credentials and refund a pro-rata portion of the Fees
for the terminated Credentials. Notwithstanding anything to the contrary herein, VTS has no obligation to
indemnify, defend, or hold Client harmless in connection with any Claim arising from (1) Client’s or any
User’s combination of Credentials with other technology, services, software or hardware where the
infringement would not have occurred but for the combination; (2) any unauthorized modifications,
alterations, or implementations to Credentials made by or on behalf of Client other than by VTS; (3)
Client’s or its Users’ use of Credentials not in accordance with the documentation provided by VTS, the
Resellers, or these terms; or (4) Client’s or its Users’ use of Credentials in a manner or for a purpose for
which they were not designed.
providers, and its and their respective officers, directors, members, managers, partners, employees,
contractors or agents (“VTS Indemnified Parties”) harmless from and against any and all Losses
incurred by any VTS Indemnified Party in connection with any Claim to the extent such Claim arises out of
(i) Client’s breach of these terms or (ii) Client’s gross negligence or willful misconduct.’
(c) Procedure. The indemnified party shall promptly notify the indemnifying party in writing of any
Claim for which the indemnifying party may have obligations under this Section; provided, however, that
any failure of the indemnified party to provide prompt written notice pursuant to this Section shall excuse
the indemnifying party only to the extent that it is prejudiced thereby. The indemnified party shall
reasonably cooperate with the indemnifying party, at the indemnifying party’s sole expense, with regard
authority to settle or otherwise dispose of any suit or threatened suit. In no event, however, may the
indemnifying party agree to any settlement of any Claim for which it has agreed to provide indemnification
under this Agreement if such settlement would impose any liability or obligation upon the indemnified
party, without the indemnified party’s prior, written consent.
(a) Definitions and Interpretation
i. “Client Personal Data” means any Personal Data in respect of which Client is a data controller
or the data processor of another entity that is processed by VTS as a data processor or
subprocessor, respectively, in connection with its performance of the Services.
ii. “Personal Data” means any data concerning applicable protected individuals (1) falling within
the definition of “personal data” under Directive 95/46/EC of the European Parliament and of
the Council or any replacement legislation, as applicable, including the General Data Protection
Regulation 2016/679 (the “GDPR”) and the Member State implementations of the GDPR
(collectively, “EU Data Protection Laws”); (2) the definition of “personal data” or “personal
information” under the California Consumer Privacy Act of 2018 (Cal. Civ. Code § 1798.100 et
seq.) as amended by the California Privacy Rights Act of 2020; or (3) any other such Applicable
Law relating to the retention or use of personally identifiable information as may be in effect
regarding the data of that individual (collectively with the EU Data Protection Laws the “Privacy
Laws”).
(b) Nature of the Processing
i. Subject Matter. The subject matter of Personal Data processing by VTS is the provision and
use of Credentials for the purposes of building access.
ii. Duration. VTS will process Personal Data during the Subscription Term and up to sixty (60)
days after the expiration of the Subscription Term pursuant to Section 7(c) above.
iii. Nature and Purpose. Processing is done to manage Client’s and Users’ use of Credentials.
iv. Data Categories. VTS shall process Personal Data provided by Client in order to permission
Credentials to particular Activate Users. Interaction with the Activate service is managed by the
applicable EULA and Subscription Services Agreement for Activate.
v. Data Subjects. Processing concerns Client’s personnel for whom Credentials are requested by
Client.
(c) Processor Obligations
i. Client and VTS acknowledge and agree that Client is the controller of Client Personal Data and
VTS is the processor of Client Personal Data pursuant to the Agreement. In certain instances,
Client may be the processor of Client Personal Data, in which case VTS is appointed as a
subprocessor of such Client Personal Data pursuant to the Agreement. Whether VTS is serving
as a processor or subprocessor, VTS’s obligations shall remain pursuant to this Agreement,
which align with VTS’s obligations as a processor pursuant to the Privacy Laws.
accordance with Client’s documented instructions, unless otherwise provided under Applicable
Law.
iii. VTS complies with the EU-U.S. and Swiss-U.S. Data Privacy Frameworks (DPF) and the UK
Extension to the EU-U.S. DPF as set forth by the US Department of Commerce regarding the
collection, use and retention of personal information from the EEA, Switzerland and the UK,
respectively (collectively the “Framework”). Client hereby authorizes VTS to transfer Client
Personal Data to the United States for provision of the Services and performance under this
Agreement subject to the Principles and Supplemental Principles as contained in the
Framework applicable to the data transfer.
iv. VTS shall ensure that its personnel authorized to process Client Personal Data are subject to a
duty of confidentiality by contract or are under an appropriate statutory obligation of
confidentiality with respect to Client Personal Data.
v. VTS shall implement appropriate technical and organizational measures with respect to Client
Personal Data, after taking into account the state of the art, the costs of implementation, and the
nature, scope, context, and purposes of processing as well as the risk of varying likelihood and
severity for the rights and freedoms of data subjects, for the purpose of ensuring a level of
security appropriate to the risk.
vi. Upon becoming aware of an accidental or unlawful destruction, permanent loss or alteration,
unauthorized disclosure, access, or use of Client Personal Data by a third party (each, a
“Security Incident”), VTS shall notify Client without undue delay. VTS shall further assist Client
in fulfilling its personal data breach notification obligations under Applicable Law, taking into
account the nature of the processing and the information available to the VTS.
vii. Client hereby consents to VTS’s use of third party subprocessors generally, and specifically the
Resellers and the third parties described in the VTS Subprocessor List in Appendix A at
www.vts.com/terms, as such list may be updated from time to time (“Downstream
Subprocessors”) to process Client Personal Data pursuant to the Agreement. Client may elect
to receive notification in advance of the inclusion of an additional subprocessor by providing
such request to VTS at legal@vts.com and the appropriate email address(es) for receipt of
notice. If Client reasonably objects in writing to a new or replacement Downstream
Subprocessor within seven (7) calendar days after receipt of notice of such change, and the
parties cannot resolve Client’s reasonable objection within fourteen (14) calendar days after
receipt of such objection, then Client may terminate the applicable Order.
viii. VTS may replace or add a Downstream Subprocessor without prior notice to Client if, in its sole
discretion, such action is necessary to prevent or mitigate risk to the Services, Personal Data,
technology infrastructure, or Clients. VTS shall update the Subprocessor List with the
replacement or additional Downstream Subprocessor as soon as possible, and Client shall
retain the right to object to such Downstream Subprocessor as described in (vii) above upon
receipt of such notice.
ix. VTS shall enter into written contracts with its Downstream Subprocessors that include data
protection obligations that are at least as strict as the standard set forth in this Agreement and
shall remain liable for any breach by Downstream Subprocessor under this Agreement as if it
were a breach by VTS.
x. Taking into account the nature of the processing, and to the extent Client cannot fulfill such
obligations directly via the Services, VTS shall provide commercially reasonable assistance,
including through appropriate technical or organizational measures, insofar as this is possible,
to Client to fulfill its obligations to respond to data subject rights requests, specifically the right to
access, rectification, erasure, restriction, objection, or portability, as applicable under
Applicable Law. If VTS receives a request directly from a data subject it will notify Client of the
request (including all relevant details provided by data subject) and await Client’s instructions.
xi. VTS shall notify Client without undue delay if a supervisory authority or law enforcement
authority makes any inquiry or request for disclosure of Client Personal Data.
xii. VTS shall provide Client with reasonable assistance should Client conduct a data protection
impact assessment regarding the Services, including providing information reasonably
necessary for Client’s prior consultation with a supervisory authority regarding such data
protection impact assessment.
xiii. VTS shall make available to Client all information necessary to demonstrate compliance with
the obligations laid down in this Section and, at Client’s expense, allow for and contribute to
audits, including inspections, conducted by the Client or an independent third-party auditor
mandated by the Client. VTS shall inform Client immediately if, in its opinion, a Client instruction
infringes Applicable Law.
xiv. Upon termination or expiration of this Agreement, VTS shall, in accordance with the terms of
this Agreement, delete or return to Client all relevant Client Personal Data (and delete all
copies) in VTS’s possession, save to the extent that VTS is required under any Applicable Law
to retain some or all Client Personal Data or is retained pursuant to the archival and backup
policies of VTS. In such event, VTS shall extend the protections of this Agreement to such
Client Personal Data and limit processing of such Client Personal Data to only those purposes
for so long as VTS maintains the Client Personal Data.
(a) Entire Agreement and Changes. This Agreement, the purchase order, and the Resellers’ terms
and conditions applicable to Credentials constitute the entire agreement between the parties and
supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to
this subject matter. Client is not relying on any representation concerning this subject matter, oral or
written, not included in this Agreement. No representation, promise or inducement not included in this
Agreement is binding. No modification of this Agreement or any Order may be made except in a writing
signed by both parties. No waiver of this Agreement is effective against a party unless that party signs
such waiver in writing. Client shall appoint an account owner who shall have the authority to add
subscriptions to Client’s account by written request (including email), online/in-app request and other
means which may be introduced by VTS. Client shall be bound by all actions of its account owner. Client
may change the account owner upon written notice to VTS.
(b) No Assignment. Neither party may assign or transfer this Agreement (including by operation of
law) or an Order to a third party, except that this Agreement with all Orders may be assigned by either
sale of substantially all of its assets.
(c) Independent Contractors. The parties are independent contractors with respect to each other
and nothing in this Agreement shall be deemed to establish any partnership, joint venture, employment,
franchise or agency relationship. Further, neither party will have the power to bind the other without the
other’s prior written consent nor make any representation that it has any such power.
(d) Force Majeure. Except for the payment of monies, neither party is liable for events beyond its
reasonable control, including, without limitation, force majeure events.
(e) Money Damages Insufficient. Any breach by a party of Sections 1(c) or 5 of this Agreement or
violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other
party. The other party may seek a court order to stop any breach or avoid any future breach. Such party
will not be required to post a bond or other security in connection with the granting of any such relief.
(f) No Additional Terms; No Waiver. VTS rejects additional or conflicting terms of any Client form-
purchasing document. No failure or delay by either Party in exercising any right or remedy under this
Agreement will operate, or be deemed to operate, as a waiver of any such right or remedy.
(g) Survival of Terms. Any terms that by their nature survive termination of this Agreement for a
party to assert its rights and receive the protections of this Agreement will survive (including, without
limitation, the confidentiality terms, the proprietary rights, the disclaimer, and the indemnity terms). The
UN Convention on Contracts for the International Sale of Goods does not apply.
(h) Severability. If any provision (or part of a provision) of this Agreement is found by any court or
administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions
shall remain in force.
(i) Feedback. By submitting ideas, suggestions, or feedback to VTS regarding the Credentials or its
services, Client agrees that such items submitted do not contain confidential or proprietary information,
and Client hereby grants VTS an irrevocable, unlimited, royalty-free and fully-paid perpetual license to
use such items for any business purpose, without any compensation or attribution to Client.
(j) Reference Account. Client shall allow VTS to use its name and logo in its marketing
communications and materials, in accordance with Client’s trademark guidelines and policies.
(k) Counterparts; Electronic Signature. This Agreement may be executed in two or more
counterparts, each of which shall be considered an original and all of which together shall constitute one
and the same agreement. The parties agree that this Agreement may be electronically signed. The
parties agree that the electronic signatures appearing on this Agreement are the same as handwritten
signatures for the purposes of validity, enforceability, and admissibility.
(l) No Third-Party Beneficiaries. Except as otherwise expressly provided for in this Agreement,
nothing in this Agreement, express or implied, is intended or shall be construed to create any rights in, or
confer any benefits upon, any person or entity other than the parties to this Agreement. No person who is
not a party to this Agreement shall have any right to enforce any term of this Agreement.
(m) Governing Law and Venue. This Agreement is governed by the laws of the State of New York
(without regard to conflicts of law principles) for any dispute between the parties arising out of or relating
to the subject matter of this Agreement. The parties irrevocably submit to the exclusive jurisdiction of the
relating to the subject matter of this Agreement.