Latch EULA

Telefónica Digital Identity & Privacy's Latch End-User Agreement (“EULA”)

IMPORTANT: PLEASE READ THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT CAREFULLY BEFORE CONTINUING WITH THIS APPLICATION INSTALLATION:

These license terms (hereinafter, the “Terms”) constitute a legal agreement between Telefónica Digital Identity & Privacy, S.L.U., a Spanish company with CIF B-86362886 and corporate address in Madrid, Ronda de la Comunicación, s/n, Edificio Central, Distrito C (referred to as “TDI&P”) and you with respect to the use by you, on any device you own or control and provided is listed on the relevant webpage latch.elevenpaths.com as a supported device and operating system version, of the following proprietary TDI&P application (the “Application”):

Latch is a mobile service application that lets you add an extra level of security to your online accounts and services. To help prevent any unauthorized use, Latch gives you the control to switch off your accounts with a single tap when you are not using them.

After downloading the Latch app to your smartphone or tablet from an authorized app store, you have to pair your Latch account with any Latch-enabled service you are registered to. Then you only have to set up your locks for the services and you're ready to start enjoying the added protection.

You can only pair your Latch account to online services or websites that have integrated the Latch security features in their service (are Latch-enabled) and where you are already registered to in any way (using a service specific account or a generic social network account).

Latch is an extra layer of security implemented over online services or websites. It is independent of the specific functionality offered by the online services or websites where it is implemented. Latch does not store or handle any of your private information related to service providers and no private information is shared between Latch and your service providers.

These Terms apply to the Application and to any update, releases, upgrades, future versions, supplements or associated components and printed material and/or online or electronic documentation. Except otherwise expressly stated in these Terms, any reference to the Application shall be deemed to be made to any functionality or services provided by TDI&P (not by third parties) through the Application.

By (i) electronically accepting the EULA, (ii) executing this EULA, (iii) installing, copying, downloading or otherwise using the Application, you completely and unequivocally agree to be bound by these Terms without modification. If you do not accept them or do not intend to be legally bound to the Terms, do not access, install, download or otherwise use the Application.

The Application is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Application is licensed, not sold.

1 Grant of License. License Restrictions

The Application license (the “Application License”) granted by TDI&P to you under this EULA is a limited, revocable (as provided herein), non-exclusive, non-transferable, worldwide, non-sublicense and solely for the purposes set forth in these Terms. TDI&P reserves all rights not expressly granted to you. The EULA and the Application License does not imply for TDI&P any obligation to update the Application or to issue any version, releases or upgrades of the Application.

  • 1.1 The Application License is subject to:
    • 1.1.1 Installation and Use.

      TDI&P grants you the Application License and the right to install the Application on any device you own or control and provided is listed on the relevant webpage latch.elevenpaths.com as a supported device and operating system version.

      You will have to register online in order to use the Application. You shall provide a user name and a password.

    • 1.1.2 Backup Copies.

      You may make copies of the Application as may be necessary for backup and archival purposes provided you also reproduce on such copies any copyright trademark or other proprietary marking and notice contained in the Application.

      You may not make more copies of the Application than specified in these Terms or allowed by applicable law, despite this limitation.

    • 1.1.3 The Application may enable access to third parties services, products, links, content and web sites (collectively and individually, “Third Parties Services”). Additionally, the use of the Application may require internet access and that you accept additional terms of services. TDI&P does not warrant or endorse or assumes no responsibility whatsoever in respect of connection to or the Third Parties’ Services contained, published or provided through the Application and you acknowledge that TDI&P shall not be responsible for any consequence, damage or injury that may result from access or use of such Third Parties. TDI&P does not guarantee the absence of viruses or other elements in the said Third Parties Services which may cause alterations to any of your devices on which you have installed the Application, documents or files, including responsibility for any damages of any kind caused to you for this reason.

    Additionally, you acknowledge that by using any of the Application, You may encounter content that may be deemed offensive, indecent or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. Nevertheless, you agree to use the Application at your sole risk and the TDI&P shall not have any liability to you for content that may be found to be offensive, indecent or objectionable.

  • 1.2 To respect to the Application License, you further agree that you:

    1. Shall not share with or assign, copy, sublicense, lend, transfer, lease, rent, sell, distribute, install, or otherwise provide to any third party (i) the Application License, (ii) the Application; (iii) any use or application of the Application; or (iv) your rights under this EULA shall not pledge as security or otherwise encumber, the Application;

    2. Shall not use the Application License on any device that you do not own or control or that is not listed on the relevant webpage latch.elevenpaths.com as a supported device and operating system version, and you may not distribute or make the Application available over a network where it could be used by multiple devices at the same time.

    3. Shall comply with any instructions from TDI&P relating to the use of the Application:

    4. Shall (i) not use the Application in a manner that is inconsistent with a reasonable good faith use of the Application, (ii) not use the Application in a manner which, in TDI&P’S opinion, will (or is likely to) adversely affect the Application or other TDI&P’S clients, (iii) not use the Application in a manner which may perturb, interfere, distort or damage the TDI&P’s systems, (iv) not use the Application fraudulently or in connection with a criminal offence, (v) not use the Application to send, knowingly receive, store or communicate any material which is illegal, unlawful, offensive, abusive, indecent, defamatory, obscene or menacing, a nuisance or a hoax or any other type of material likely to cause offence, (vi) not use the Application in order to harass, spy on, pester, cause annoyance or unnecessary anxiety to any person, or to pass as someone else or act in a manner which may be reasonably deemed to be objectionable, or which is in any way harmful to third parties, (vii) not use the Application in a way that contravenes any license, code of practice, instructions or guidelines issued by a relevant regulatory authority, (viii) not use the Application to spam or to send unsolicited advertising or promotional material, (ix) not use the Application to send or transmit anything, content or material which consists of or contains virus software, (x) not use the Application in a manner which may damage the reputation of TDI&P or any entity within Telefónica Group, the reputation of the Application or otherwise bring TID&P into disrepute or the reputation of third parties, (xi) not use the Application in any manner which violates copyright, trademark, confidentiality, privacy, or which infringes the intellectual or industrial property rights of others, (xii) hold and will continue to hold any licenses, consents and/or notifications required under any applicable legislation, regulation and/or administrative order to receive and use the Application, if any.

    5. Shall use the Application solely (i) for your internal use, (ii) in accordance with all applicable laws and regulations, and (iii) as provided in this EULA and any documentation forming part of the Application;

    6. Shall not use any documentation forming part of the Application except for supporting your authorized use of the Application;

    7. Other than as expressly set forth in this EULA, shall not (i) modify, adapt, translate, duplicate, disassemble, decompile, reverse assemble, reverse compile, or reverse engineer, modify, or create derivatives works or take similar action with respect to the Application for any purpose, or (ii) attempt to discover the underlying source code or algorithms of the Application, (unless any of the foregoing restriction is prohibited by applicable law and then, only to the extent specifically permitted by applicable law, or to the extent as may be permitted by the licensing terms governing the use of any open sourced components included with the Application and then, only upon providing TDI&P with reasonable advance written notice and opportunity to respond);

    8. For the purpose of designing, modifying, or developing software or services similar in purpose, scope, or function to the Application, shall not engage in competitive analysis, benchmarking, use, evaluation or viewing of the Application or create any derivatives based upon the Application, whether for your internal use or for license or for resale;

    9. Shall comply with applicable laws and shall not permit any party, whether acting directly or on behalf of you, to breach or violate any of these restrictions; and

    10. Maintenance of copyright notices. You must not remove or alter any copyright notices, if any, on any and all copies of the Application.

  • 1.3 You agree that TDI&P may collect and use technical data and related information:

    Including but not limited to technical information about Your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to You (if any) related to the Application. TDI&P may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you

2 Application Instalation

If you have any problem during the installation process of the Application, you may contact TDI&P through the following address elevenpaths@elevenpaths.com or any other address stated by the web page latch.elevenpaths.com, informing us about any error occurred during the installation process. To the extent maximum permitted under the applicable law, these are the only support obligations to which TDI&P is committed under this EULA.

Any supplemental software code provided to you as part of the support for the Application installation shall be considered part of the Application and subject to the terms and conditions of this EULA.

3 Fees

 As consideration for the Application License, there is no fee for the download of the Application, unless stated otherwise by the relevant app store.

4 Termination

The Application License is effective until terminated by you or TDI&P. Your rights under this EULA will terminate automatically without notice from TDI&P if (i) you fail to comply with any terms of this EULA  (ii) TDI&P determines, in its sole discretion, that the provision of the Application License to you is prohibited by applicable law or has become impractical or unfeasible for any legal or regulatory reason, (iii) TDI&P determines, in its sole discretion, that you, are using the Application or are acting in such a way that the Application License granted to other clients or any infrastructure related to the Application are adversely affected or (iv) TDI&P determines, in its sole discretion, that your use of the Application  poses a security or service risk that may be subject TDI&P or third party to liability.

Upon the termination or expiration of this EULA,

  • Application License will automatically and immediately terminate;
  • you will immediately cease and desist from all use of the Application in any way; and
  • you must uninstall and destroy all copies of the Application in your possession and, if requested by TDI&P, provide a written certification executed by you or any of your authorized representatives certifying such action.

5 Intelectual Property Rights

All title, including but not limited to copyrights, names, trademarks, trade names, service marks or any other identifying characteristics, in and to the Application and any copies thereof are proprietary intellectual property owned by TDI&P and/or its suppliers.

This EULA only grants you the limited right to use the Application under the terms and restrictions specified in this EULA. You do not, and will not, acquire any other right, title or interest in any Application, which will at all times remain the exclusive property of TDI&P or the applicable third party licensor to TDI&P. 

All title and intellectual property rights in and to the content which may be accessed through use of the Application is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. All rights not expressly granted are reserved by TDI&P.

You acknowledge and agree that TDI&P shall be the sole owner of any enhancements, updates, or derivatives of the Application which are developed by TDI&P during and after the term of this EULA. Without limiting the foregoing, you expressly acknowledge and agree that TDI&P shall be the sole owner of any newly-developed intellectual property including but not limited to (i) newly-developed, revised, or modified source code and (ii) inventions where such are related in any way to the Application or TDI&P’s general business, regardless of whether such are developed, revised, or modified in response to your requests, suggestions, or ideas, even if performed and paid for by you.  During the term of this EULA and thereafter, you shall not assert the invalidity of the TDI&P intellectual property right over the Application, or contest TDI&P’s right, title or interest therein and thereto, and you shall not cause, influence, or assist in any manner whatsoever, any other party to make any such assertions or contest.

TDI&P, and its licensors, reserve the right to change suspend, remove, or disable access to the Application at any time without notice. In no event will TDI&P be liable for the removal of or disabling of access to the Application. TD&P may also impose limits on the use of or access to certain functionalities of the Application, in any case and without notice or liability.

6 No Warranties

TDI&P expressly disclaims any warranty for the Application.  You expressly understand and agree that the use of the Application is at your sole risk. To the maximum extent permitted by applicable law, the Application, and if applicable, any services provided under the Application, is provided 'As Is' and “As available” basis, without any express, statutory or implied warranty of any kind, including but not limited to any warranties of merchantability, of satisfactory quality, accuracy, of quiet enjoyment, no infringement, or fitness of a particular purpose, including also without warranty that the Application will meet your requirements or the use of the Application or any services or functionalities provided through it shall be uninterrupted, timely, secure or error free or that the results that may be obtained from the use of the Application will be accurate or reliable, that the quality of the Application will meet your expectations or that defects in the Application will be corrected. TDI&P does not warrant or assume responsibility for the accuracy or completeness of any information, documentation, text, graphics, links or other items contained within the Application or any information advice contained in any of such information, documentation, text, graphics, links or other items shall create a warranty. TDI&P makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb, or other such computer program. TDI&P further expressly disclaims any warranty or representation to any third party. Should the Application prove defective, you assume the entire cost of all necessary servicing, repair or correction. Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, to the above exclusion and limitation may not apply to you.

You agree to hold harmless and indemnify TDI&P and its subsidiaries, affiliates (including any entity within Telefónica Group) officers, agents, employees, advertisers or partners from and against (i) any third party claim arising from or in any way related to your use of the Application against these Terms (ii) any and all damage as a result of the violation by you of any applicable regulation and law  or as a result of any other action connected with the use of the Application, (iii) any and all claims against TDI&P made by third parties related to any services, content or otherwise provided or sent by you  using the Application or (iv) any and all damage to any equipment belonging to TDI&P or any other Telefónica Group company caused by your breach of these Terms; including any liability or expense arising from all claims, losses, damages (actual or consequential), suits, judgments, litigation costs and attorneys’ fees, or every kind and nature. In such case, TDI&P will provide you with written notice of such claim, suit or action.

7 Limitation of Liability

In no event shall TDI&P be liable for any damages (including any indirect, consequential or special damages including, without limitation, lost profits, loss of business, business interruption, or lost information) arising out of your use of or inability to use the APPLICATION (including your inability to use the APPLICATION), the cost of procurement or substitute goods and services, statement or conduct of any third party services or products PROVIDED THROUGH THE APPLICATION, even if TDI&P has been advised of the possibility of such damages and regardless of the theory of liability (contract, tort or otherwise), if applicable.

TDI&P shall have no liability with respect to the content of the APPLICATION or any part thereof, including but not limited to errors or omissions contained therein, libel, infringements of rights of publicity, privacy, trademark rights, business interruption, personal injury, loss of privacy, moral rights or the disclosure of confidential information.

In any case, TDI&P maximum aggregate liability for all damages arising out of or related to this EULA or the SOFTWARE PRODUCT(S) shall be limited to the fifty (50) per cent (%) of the fee paid by you for the SOFTWARE PRODUCT License and received by TDI&P hereunder in the last twelve (12) months period immediately preceding the event giving rise to the claim.

NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR RESTRICT THE LIABILITY OF EITHER PARTY FOR: (I) DEATH OR PERSONAL INJURY RESULTING FROM THAT PARTY’S NEGLIGENCE; OR (II) FRAUD OR FRAUDULENT MISREPRESENTATION.

NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR RESTRICT THE LIABILITY OF EITHER PARTY IN RESPECT OF ANY LIABILITY WHICH CANNOT BE EXCLUDED OR RESTRICTED BY LAW.

8 Confidentiality

You undertake to treat as strictly private and confidential and not to disclose to third parties any information, data, news or document in any medium relating to the Application which it obtains or receives as a result of entering into or performing this EULA (the “Confidential Information”).

The undertaking set out in the paragraph above will not be deemed to be breached if information, news, data and/or documents are already in the public domain when disclosed or the disclosure of such information is required by law or an authority orders the total or partial disclosure of the Confidential Information.  

For the purposes of this section, Confidential Information also includes these Terms, including the relevant consideration, TDI&P system, any document, business offer, order or presentation given by TDI&P to you, related to TDI&P business partners’ technology, clients, business plan, promotional and marketing activities, finances and other business affairs.

The confidentiality obligations established herein shall survive termination of the EULA and shall continue until any of the exception included in this section applies.

If any you are required by statute, applicable law or regulation or by legal or regulatory authority, process or proceeding to disclose any Confidential Information, you shall provide TDI&P with a reasonably adequate notice (if permitted by law, regulatory or the relevant authority) of such requirement so that the affected party may timely seek a protective order or other appropriate remedy or waive compliance with the terms of this section. You also agree to cooperate with TDI&P in its efforts to so obtain such a protective order or other remedy. In the event that such protective order or other remedy is not obtained, you shall permit hereunder to furnish only that portion of the Confidential Information that it is advised by opinion of counsel it is legally required to disclose and shall exercise reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information.

9 Notices

To You: Except as otherwise set forth herein, notices made by TDI&P to you under this EULA will be provided to you via the email address provided by you to TDI&P in the registration process you followed when you acquired the Application or in any updated email address you provide TDI&P. It is your responsibility to keep your email address current and you will be deemed to have received any email sent to any such email address, upon TDI&P’s sending of the email, whether or not you actually receive the email.

To TDI&P: For notices made by you to TDI&P under this Agreement and for questions regarding this EULA or the Application, you may contact us through elevenpaths@elevenpaths.com.

Any question or query related to the Application installation process shall be made to the contact details described in section 2 above.

10 Governing Law

These Terms and the EULA shall be governed by Spanish Law.

Unless otherwise prohibited by the applicable law, the parties agree to submit any disagreement in the interpretation and execution of these Terms and the EULA to the courts and tribunals of the city of Madrid.

11 Assignment and Subcontracting

You may not assign these Terms and EULA or otherwise transfer any of its rights or obligations, including any credentials, the licenses or any other right, without the prior written consent of TDI&P.

TDI&P, upon prior, written notice (including by email) to you and without your consent, assign or otherwise transfer these Terms to a third party, whether a member of the Telefónica Group or not.

TDI&P may at any time subcontract part or all of its obligations hereunder.

12 Publicity

TDI&P may use your name and/or logo in a list of customers used in marketing materials provided you give your consent to TDI&P by email upon the TDI&P relevant request.

13 Non-waiver

The failure or delay by either party to this EULA to exercise or enforce any right, power or remedy under this EULA shall not be deemed to operate as a waiver of any such right, power or remedy; nor shall any single or partial exercise by any party operate so as to bar the exercise or enforcement thereof or of any right, power or remedy on any later occasion.

14 Entire Agreement

These Terms and EULA, any addendum or amendment to them, are the entire agreement for the Application License (including the Support Services). .