Technology Partners
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IMPORTANT READ CAREFULLY: This End-User/ VAR License Agreement (“Agreement”) is a legal agreement between you (either an individual or any type of legal entity capable of entering into an agreement) (“You”, “End-User/VAR”, used interchangeably) and 3dEYE for Internet-based products and services ("Services") that accompany this Agreement. BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THAT THE AGREEMENT BETWEEN YOU AND 3dEYE RELATING TO THE SERVICES IS HEREBY AMENDED TO ACCORD WITH THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICES.
End Users/VARs is required to provide its ownbroadband internet connection to access the Services. End-Use/VAR’s accountwill entitle it to access the Services in one single internet-enabled instance.If it has multiple accounts, it shall be eligible to receive an additionallogin (username/password) for each such eligible account outlined in thesubscription.
a. The End User/VAR is solely responsible for thecontents of his/her/its usage of the Services and local, state, national, andinternational laws and regulations.
b. The End User/VAR shall:
c. Not use the Services for illegal or unlawful purposes;
d. Not cause loss or create service degradation for otherusers;
e. Comply with all regulations, policies andprocedures of networks connected to the Services.
End User/VAR represents and warrants that EndUser/VAR is legally capable, as determined by all applicable law, including all law applicable in the legal jurisdiction in which End User/VAR is resident to use the Services and enter into this Agreement.
It is the End User/VAR’s responsibility to exercise discretion and observe all safety measures required by law and their own common sense.
End Users/VARs are prohibited from copying, decompiling, disassembling, reverse engineering, or manipulating any technology incorporated in the Services, or otherwise modifying or tampering with any devices required to use the Services.
End Users/VARs acknowledge and agree to safeguard all platform-generated data, events, metadata, encompassing data, analytics, and proprietary information. End Users/VARs are prohibited from using, extracting, or repurposing any platform metadata for the development or improvement of other products, services, or platforms without explicit written consent from 3dEYE. Unauthorized use, extraction, or replication of this metadata is deemed a violation of this Agreement.
The data transmitted between the servers and the devices is encrypted for the End User/VAR’s protection. However, the security of information transmitted through the Internet can never be guaranteed. EndUser/VAR shall agree that 3dEYE and its partners and or representatives are not responsible for any interception or interruption of any communications through the Internet or for changes to or losses of data. End User/VAR shall make commercially reasonable efforts to maintain the security of any password, userID, or other form of authentication involved in obtaining access to password protected or secure areas of the Services.
End Users/VARs agree and acknowledge that theServices may be unavailable or interrupted from time to time, or entirely unavailable in certain areas due to circumstances beyond the control of 3dEYE, its distributors, resellers, or agents including, but not limited to, environmental or topographic conditions. The Services may also not be available in certain locations.
a. THEUSE OF THE SERVICES IS ENTIRELY AT END USER/VAR'S OWN RISK AND THE SERVICES AREPROVIDED "AS IS" AND “AS AVAILABLE,’ WITHOUT WARRANTY OF ANY KIND,EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY FORINFORMATION, SERVICES, UNINTERRUPTED ACCESS, OR PRODUCTS PROVIDED THROUGH OR INCONNECTION WITH THE SERVICES, INCLUDING WITHOUT LIMITATION THE RESULTS OBTAINEDTHROUGH THE SERVICES. NO WARRANTY, EITHER EXPRESS OR IMPLIED, IS MADE TO ENDUSER/VAR REGARDING THE SERVICES OR ANY CAMERA, SENSOR OR OTHER DEVICE OR THATACCESS TO OR USE OF THE SERVICES OR WEBSITE WILL BE UNINTERRUPTED OR ERRORFREE. ALL SUCH WARRANTIES (INCLUDING, WITHOUT LIMITATION, THE IMPLIEDWARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE ANDNON-INFRINGEMENT) ARE DISCLAIMED.
b. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION.
c. 3dEYE IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY OTHER PERSONS, INCLUDING OTHER CUSTOMERS OR THIRD PARTIES. WE SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED (INCLUDING DIRECT,INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES) ARISING OUT OF USE OFTHE SERVICES OR INABILITY TO GAIN ACCESS TO OR USE THE SERVICES OR OUT OF ANY BREACH OF ANY WARRANTY.
d. 3dEYE SHALL NOT BE LIABLE FOR ANY LOSS OF OR USE OF ENDUSER’S DNS NAME, OR FOR INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL,INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS)REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE.
e. ADDITIONALLY, 3dEYE SHALL NOT BE LIABLE FOR:
f. DATA LOSS OR CORRUPTION, INCLUDING BUT NOT LIMITED TO,DATA STORED ON THE SERVICES;
g. UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES,INCLUDING BUT NOT LIMITED TO, HACKING OR PHISHING ATTACKS;
h. DOWNTIME OR UNAVAILABILITY OF THE SERVICES DUE TO SCHEDULED OR UNSCHEDULED MAINTENANCE, UPGRADES, OR TECHNICAL ISSUES;
i. THIRD-PARTY SERVICES OR INTEGRATIONS, INCLUDING BUT NOT LIMITED TO, APIS, PLUGINS, OR MODULES;
j. FAILURE TO MEET ANY SPECIFIC PERFORMANCE OR UPTIME METRICS, SUCH AS 99.99% UPTIME GUARANTEES;
k. USE OF THE SERVICES IN VIOLATION OF APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO, GDPR, HIPAA, OR CCPA, OR ANALOGOUS LEGISLATION IN ANY JURISDICTION.
l. INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS ARISING FROM THE USE OF THE SERVICES;
m. THIRD-PARTY CLAIMS ARISING FROM THE USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO, CLAIMS FOR DEFAMATION, LIBEL, OR SLANDER;
n. DAMAGES CAUSED BY THE USE OF THE SERVICES IN CONJUNCTION WITH OTHER SOFTWARE, HARDWARE, OR SERVICES;
o. SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUTNOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS, PROFITS, OR REVENUE.
p. 3dEYE’S AGGREGATE LIABILITY TO END USER/VAR FOR ALL CLAIMS ARISING FROM THE USE OF THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY END USER/VAR TO US IN THE 1 MONTH PRECEDING THE EVENT GIVING RISE TOTHE CLAIM. WE SHALL NOT BE LIABLE FOR ANY CLAIMS ARISING FROM THE USE OF THE SERVICES THAT ARE BROUGHT MORE THAN 12 MONTHS AFTER THE DATE OF THE EVENT GIVING RISE TO THE CLAIM.
q. THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON THE SERVICES. BY USING THE SERVICES, END USER/VAR ACKNOWLEDGES AND AGREES TO THE TERMS OF THIS DISCLAIMER OF LIABILITY.
YOU AGREE THAT YOUR ACCESS TO AND USE OF, OR INABILITY TO ACCESS OR USE THE SERVICE IS AT YOUR SOLE RISK. YOU HEREBY RELEASE AND AGREE TO INDEMNIFY 3dEYE, OUR CONTRACTORS OR LICENSORS, AS APPLICABLE,RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES OR WEBSITE, INCLUDING WITHOUT LIMITATION ANY DAMAGE TO ANY OF YOUR COMPUTERS OR DATA. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY PERSON SHALL CREATE A WARRANTY OR GUARANTEE IN ANY WAY WHATSOEVER RELATING TO THE SERVICES OR WEBSITE.
YOU AGREE THE THIRD PARTY LINKS, SERVICES, GOODS,RESOURCES AND CONTENT, IF AVAILABLE ON THE SERVICE, ARE NOT CONTROLLED BY US.ACCORDINGLY, WE MAKE NO WARRANTIES REGARDING SUCH THIRD-PARTY SERVICES, GOODS,RESOURCES, AND CONTENT, INCLUDING WITHOUT LIMITATION WARRANTIES OF FITNESS FORA PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT. WE WILL NOT BE LIABLE FOR YOUR ACCESS TO, USE OF OR DOWNLOADING OF CONTENT AVAILABLE ON OR THROUGH, THE SERVICES.
DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY AS APPLICABLE TO LIMIT 3DEYE’S LIABILITY AS DESCRIBED IN THIS AGREEMENT SHALL ONLY APPLY TO THE EXTENT ALLOWED BY APPLICABLE LAW.
You agree to not rent, lease, lend or provide commercial hosting services with any 3dEYE products or services.
You AGREE AND CONSENT THAT 3dEYE and its affiliates may collect and use technical information gathered as part of the services provided to you, if any, related to the Services. You AGREE AND CONSENT THAT 3dEYE may at its sole and absolute discretion use this information solely to improve our products or to provide customized services or technologies to you AND WILL NOT DISCLOSE THIS INFORMATION IN A FORM THAT PERSONALLY IDENTIFIES YOU. 3dEYE reserves all rights to store data generated by its platform. You AGREE AND CONSENT THAT 3dEYE may at its sole and absolute discretion USE data obtained from the Services, AFTER ANONYMIZATION, to enhance its platform and algorithms.
Fair usage policy applies to the Fixed CloudPlans. The Fixed Cloud Plans were developed to guarantee additional discounts for the customers, as well as predictability and control in the billing process. Fair usage is based on the average bandwidth consumption per month and allows for some overages. In case of excessive data consumption the specific camera plans will be automatically switched to Pay-As-You-Go plan model to reflect the total data consumed. A warning notification of the excessive bandwidth usage will be issued at the end of the month when the overage took place. EXTRA CHARGE WILL BE APPLIED.
End User/VAR authorizes 3dEYE to collect payments for services rendered using the agreed-upon payment method on file. The ServiceProvider may automatically charge the provided payment method for recurring subscription fees or usage charges. End User/VAR shall ensure that the provided payment method has sufficient funds and remains valid throughout the duration of the service usage.
In the event of late or non-payment, theServices’ provider reserves the right to suspend or terminate access to the platform services until payment is received. Late payments may, at 3dEYE’s sole and absolute discretion, incur additional charges, such as late fees or interest at 12% of amounts outstanding or the greatest percentage allowed pursuant to any restriction put in place by applicable law, whichever is lower, and shall include any costs incurred by the product and services provider, including financing costs, legal fees or collection agency fees, in the event of non-payment.
3dEYE is not responsible for the contents of any third-party sites or services, any links contained in third-party sites or services, or any changes or updates to third-party sites or services. 3dEYE is providing these links and access to third-party sites and services to you only as a convenience, and the inclusion of any link or access does not imply an endorsement by 3dEYE of the third-party site or service.
This Agreement applies to updates, supplements, add-on components, or Internet-based services components, of the Software that3dEYE may provide to you or make available to you, unless they are accompanied by separate terms. 3dEYE reserves the right to discontinue Internet-based services provided to you or made available to you through the use of theSoftware.
You acknowledge that the product and services are subject to law in various jurisdictions that restrict export of technology, goods, and services. including control law. You agree to comply with all applicable international and national laws that apply to the Services, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments.
a. Without prejudice to any of its other rights, 3dEYE may terminate this Agreement if you breach this Agreement and fail to remediate breach of this Agreement with 5 days’ notice of the breach. In the event of material breach as determined by 3dEYE in its sole and absolute discretion,
b. 3dEYE may terminate this Agreement without notice. In the event of any such termination for breach, End User/ VAR must destroy all copies of the product and services and all of its component parts. For clarity, unpaid bills of more than 15 days’ after invoicing shall constitute material breach.
c. End User/VAR may only terminate this Agreement upon 1months’ notice without prejudice any accrued liability to 3dEYE. Up on expiration or termination of this Agreement, VAR shall immediately cease all use of 3dEYE Products and Services. All accrued liabilities of VAR shall survive expiration or termination of this Agreement. accrued liabilities of VAR shall survive expiration or termination of this Agreement.
Generally, 3dEYE may suspend End User/VAR’s right to access or use any portion or all of the Products and Services immediately upon notice toVAR if 3dEYE determines, in its sole and absolute discretion that:
a. VAR use of the Products and Services (i) poses a security risk to the Products and Services or any third party, (ii) could adversely impact 3dEYE systems, the Products and Services or the systems or content of any other 3dEYE customer, (iii) could subject 3dEYE, its affiliates, or any third party to liability, or (iv) could be fraudulent;
b. End User/VAR is in breach of its payment obligations.
c. Effect of Suspension. If 3dEYE suspends VAR’s right to access or use any portion or all of the Products and Services VAR remains responsible for all fees and charges VAR incurs during the period of suspension.
Without prejudice to any disclaimers of, of limitations to 3dEYE’s liability under this Agreement, any Products andServices error reported by End User/VAR during the term of this agreement shall be investigated by the 3dEYE using commercially reasonable efforts and if determined by the 3dEYE, acting in its sole discretion, to exist, shall be corrected within reasonable time. The 3dEYE may request remote access to the erroneous application and such access should be granted by End User/VAR. Costs related to investigation of errors in Products and Services shall be to the account of End User/VAR if the error is not due to any fault of 3dEYE.
This Agreement is governed by the law applicable in the province of Ontario, Canada without regard to conflicts of law provisions. This Agreement forms the entire agreement between you and 3dEYE relating to the Services and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to theServices or any other subject matter covered by this Agreement. To the extent the terms of any 3dEYE policies or programs for support services conflict with the terms of this Agreement, the terms of this Agreement shall control. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.
a. Definition of Confidential Information: "Confidential Information" means any non-public information disclosed by 3dEYE to the End User/VAR, either directly or indirectly, in writing, orally or by inspection of tangible objects, including without limitation the Services, business plans, technical data, trade secrets, customer lists, and product plans.
b. Non-disclosure and Non-use: The End User/VAR agrees to hold all Confidential Information in strict confidence and not to disclose such Confidential Information to any third parties. The End User/VAR shall use the Confidential Information solely for the purpose of using the Services as permitted under this Agreement and for no other purpose.
c. Exceptions:The obligations of confidentiality shall not apply to any information that (i)was publicly known prior to the time of disclosure; (ii) becomes publicly known after disclosure through no action or inaction of the End User/VAR; (iii) is already in the possession of the End User/VAR at the time of disclosure; (iv) is obtained by the End User/VAR from a third party without a breach of such third party's obligations of confidentiality; or (v) is independently developed by the End User/VAR without use of or reference to 3dEYE's ConfidentialInformation.
d. RequiredDisclosure: If the End User/VAR is required by law to disclose any ConfidentialInformation, the End User/VAR will give 3dEYE prompt written notice of such requirement prior to such disclosure and will assist 3dEYE in obtaining an order protecting the information from public disclosure.
e. Return of Materials: Upon termination of this Agreement or upon 3dEYE's request, theEnd User/VAR will promptly return to 3dEYE all copies of ConfidentialInformation in the End User/VAR's possession or control.
f. The obligations of confidentiality under this section shall survive the termination or expiration of this Agreement.
The End User/VAR agrees to indemnify, defend, and hold harmless 3dEYE, its officers, directors, employees, agents, licensors, suppliers, and any third-party information providers to the Services from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any action, inaction, or negligence of ENDUser/VAR, including any violation of this Agreement or any activity related End User/VAR's account (including negligent or wrongful conduct) by the EndUser/VAR or any other person accessing the Services using the End User/VAR's account. The indemnification obligations under this section shall survive the termination or expiration of this Agreement.
Notwithstanding anything to the contrary in thisAgreement, all actions undertaken by any person using the credentials obtained by End User/VAR for access to 3dEYE's systems and services shall be the liability of End User/VAR. End User/VAR shall indemnify, defend, and hold harmless 3dEYE in respect of any loss or damage resulting from such use by any person, whether authorized or unauthorized. This indemnification is in addition to and without prejudice to the general indemnification obligations in this Agreement.
a. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity there of, shall be settled by binding, confidential arbitration in English, in accordance with the International Arbitration Rules of ADR Chambers International. Any arbitration commenced pursuant to this clause shall be administered by the ADRChambers International and its standard administrative procedures and schedule of costs will apply.
b. The legal seat of arbitration shall be Ontario, Canada. However, at the election of either party, any hearings may be conducted by video conference at the election of any party to the arbitration.
c. The existence of the arbitration, any non-public information provided in the arbitration, and any submissions, orders or awards made in the arbitration(together, the "Confidential Arbitration Information") shall not be disclosed to any non-party except the arbitrator, the ICC International Court of Arbitration, the parties, their counsel, experts, witnesses, accountants and auditors, insurers and reinsurers, and any other person necessary to the conduct of the arbitration. Notwithstanding the foregoing, a party may disclose Confidential Arbitration Information to the extent that disclosure may be required to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings.
d. Nothing in this Agreement shall prevent a party from seeking injunctive relief from courts in any jurisdiction subject to any such actions only seeking, and being limited to claims for, injunctive relief, or being in aid of an arbitrator's award.
No waiver by 3dEYE of any provision of these terms and conditions shall be effective unless it is in writing, explicit, and signed by 3dEYE. Any waiver shall be limited to the specific circumstances for which it was given and shall not be deemed a continuing waiver of such provision or a waiver of any other provision.
To the maximum extent permitted by applicable law and subject to the guarantee above, 3dEYE disclaims all warranties, conditions and other terms, either express or implied (whether by statute, common law, collaterally or otherwise) including but not limited to implied warranties of satisfactory quality and fitness for particular purpose with respect to theServices.
