CCTV Services Virtual Video Vault EULA
This article includes the CCTV Services INC. EULA for all business and enterprise products: Virtual Video Vault PRO, Virtual Video Vault PROe, and DVR Health Monitoring.
EULA (End User License Agreement)
CCTV SERVICES INC. END USER LICENSE AND SUBSCRIPTION AGREEMENT (VIRTUAL VIDEO VAULT PRO
Effective Date: October 1, 2012
PLEASE READ THIS END USER LICENSE AND SUBSCRIPTION AGREEMENT CAREFULLY. YOU WILL HAVE ACCEPTED THIS END USER LICENSE AND SUBSCRIPTION AGREEMENT IF YOU: 1) ARE A SUBSCRIBED TO OUR VIDEO VAULT SERVICE.
This Agreement is a legal agreement between you, the customer, and CCTV Services INC. Software, Inc., a New York corporation (“CCTV Services INC.”) regarding the license, installation and subscription to use CCTV Services INC.’s Virtual Video Vault PRO, Virtual Video Vault PROe, and DVR Health Monitoring software and/or the Public Cloud, Documentation, and any hardware purchased by you from CCTV Services INC. (hereinafter individually and collectively the “CCTV Services INC. Products and Services”). In this Agreement, “you” and “your” refer collectively to you, the business customer, corporation partnership, company or other business entity, and your employees and agents, and “we”, “us” and “our” refer collectively to CCTV Services, Inc.
The CCTV Services, Inc. Products and services support backup storage and shared folder synchronization and data storage to multiple locations utilizing both the private cloud and the public cloud (if offered by CCTV Services, Inc. In relation to the dvr health monitoring software) described below subject to the terms and conditions of your license and subscription. CCTV Services, Inc. Strongly advises and encourages you to leverage the full capabilities of the CCTV Services, Inc. Products and services and backup your data to at least two destinations and to utilize both the public cloud and the private cloud, if applicable, for additional redundancy and protection of your user data. The CCTV Services, Inc. Products and services are designed and intended to be backup storage, and, in the case of dvr health monitoring, secondary file storage and sharing. You are responsible for maintaining the primary copy of your data and you should not rely on the CCTV Services, Inc. Products and services for primary data storage.
CCTV Services, Inc. Is willing to allow the license and your subscription to the CCTV Services, Inc. Products and services only upon the condition that you accept all of the terms contained in this agreement. By accepting this agreement you are binding yourself to this agreement. If you do not agree to all of the terms of this agreement, then CCTV Services, Inc. Is unwilling to allow the license and subscription to the CCTV Services, Inc. Products and services and you must not download, install, activate, or use the CCTV Services, Inc. Products and services.
The authorized agent entering into this agreement on your behalf hereby represents and warrants to CCTV Services, Inc. That he or she is (a) authorized to enter into this agreement on your behalf and bind you to the terms and conditions contained herein; and (b) is over the age of 18 years old. Any license or subscription to any CCTV Services, Inc. Products and services without agreeing to the terms of this agreement is strictly prohibited.
CCTV Services INC. makes no representations that the CCTV Services INC. Products and Services are appropriate for use in other locations outside of the United States. If you use the CCTV Services INC. Products and Services in or from locations outside the United States you are responsible for compliance with all applicable laws and regulations.
CCTV Services INC. may make changes to this Agreement at its sole discretion. Changes will be communicated to you by us posting the new version of the Agreement on its website at www.cctvservices.net or as otherwise determined by CCTV Services INC. in its sole discretion and your acceptance of and/or continued use of any CCTV Services INC. Products and Services after such notification of changes to this Agreement will constitute your acceptance of such changes. You may also be asked to re-acknowledge and re-accept this Agreement following any material changes.
DESCRIPTION OF CCTV SERVICES INC. PRODUCTS AND SERVICES; DEFINITIONS.
Throughout this Agreement, the following descriptions and definitions shall apply. More detailed information regarding CCTV Services INC. Products and Services can be found at www.cctvservices.net
PRODUCTS AND SERVICES
- “Virtual Video Vault” is software, a cloud backup service which is licensed and provided on a user basis, with each user allowed to utilize the CCTV Services INC. Products and Services on one computer device.
- “DVR Health Monitoring” is software, for monitoring DVR systems over the internet, which is licensed and provided on a user basis, with each user allowed to utilize the CCTV Services INC. Products and Services on one computer device.
- “CCTV Services INC. Software” refers to each of, and collectively to, Virtual Video Vault, DVR Health Monitoring.
- “Device” means your computer.
- “Documentation” as used in this Agreement means written information (whether contained in user or technical manuals, training materials, specifications or otherwise) specifically pertaining to the CCTV Services INC. Products and Services and made available by CCTV Services INC. with the CCTV Services INC. Products and Services in any manner.
- “Modifications” refers to additional or modified functionality, updates, enhancements, security updates and patches, and upgrades to CCTV Services INC. Software or to remove or terminate the functionality of any CCTV Services INC. Software in accordance with the termination provisions of this Agreement.
GRANT OF LICENSE.
Unless otherwise noted in this Agreement, and to the fullest extent allowed under any applicable laws, all terms and conditions of this Agreement apply to the license and use of any and all CCTV Services INC. Products and Services.
- NON-EVALUATION GRANT OF LICENSE. Conditioned upon compliance with the terms and conditions of this Agreement, CCTV Services INC. grants to you a nonexclusive and nontransferable license to use during the term of your subscription those CCTV Services INC. Products and Services that you have validly licensed and subscribed to use, along with their related Documentation. For Virtual Video Vault PRO Unlimited Plan subscribers where the amount of data backup you purchase is unlimited, you may only use each single copy of the Virtual Video Vault Pro software you license on one Device at a time; however, you are allowed to transfer each license of Virtual Video Vault Pro from one Device to another Device so long as you do not abuse this privilege (e.g., repeated transfers of Virtual Video Vault PRO for the purpose of backing up multiple Devices without the purchase of multiple licenses or multiple transfers in any thirty (30) day period). What actions constitute an abuse of this policy is the sole discretion of CCTV Services INC.. For Virtual Video Vault PRO licenses you purchase with a limited amount of backup space you may use the Virtual Video Vault PRO software on any number of Devices owned by you up to the stated maximum for each respective version of Virtual Video Vault PRO and you may only backup an amount of data less than or equal to the amount of backup space you purchased. For Virtual Video Vault PROe, each PROe User may use the Virtual Video Vault PROe software on up to four (4) Devices. For DVR Health Monitoring Software, each DVR Health Monitoring User may use a single copy of the DVR Health Monitoring software you license on any number of Devices at a time; however, each DVR Health Monitoring User Device must logged into the same User account and Users may not abuse this privilege (e.g., multiple Users sharing the same User account for the purpose of synchronizing or sharing data between multiple Devices and multiple Users without the purchase of multiple licenses or multiple transfers in any thirty (30) day period). What actions constitute an abuse of this policy is the sole discretion of CCTV Services INC.
- TITLE AND LIMITATIONS. This is a license and subscription to use the CCTV Services INC. Products and Services during the term of your subscription, not a transfer of title to the CCTV Services INC. Products and Services. CCTV Services INC. retains ownership of all copies of the CCTV Services INC. Products and Services. You are granted no implied licenses to any other intellectual property rights other than as specifically granted herein. You acknowledge that the CCTV Services INC. Products and Services contain trade secrets of CCTV Services INC., its suppliers, or licensors, including but not limited to, the specific internal design and structure of individual programs and associated interface information. Accordingly, except as otherwise expressly provided under this Agreement, you shall have no right, and you specifically agree not to: (i) transfer, assign or sublicense your license or subscription rights to another person or entity and you acknowledge that any attempted transfer, assignment, sublicense or use shall be void; (ii) make error corrections to, or otherwise modify or adapt, the CCTV Services INC. Products and Services or to create derivative works based upon the CCTV Services INC. Products and Services, or permit third parties to do the same; (iii) reverse engineer or decompile, decrypt, disassemble or otherwise reduce the CCTV Services INC. Products and Services to human-readable form, except to the extent otherwise expressly permitted under applicable law notwithstanding this restriction; (iv) use or permit the CCTV Services INC. Products and Services to be used for commercial use beyond its general use by you in the operation of your business or to perform services for third parties, whether on a service bureau or time sharing basis or otherwise, without the express written authorization of CCTV Services INC.; (v) disclose, provide, or otherwise make available trade secrets contained within the CCTV Services INC. Products and Services in any form, to any third party without the prior written consent of CCTV Services INC.; or (vi) use the CCTV Services INC. Products and Services to develop any software application or similar products and services. You acknowledge and agree that CCTV Services INC. reserves the right to remotely prevent access to and/or use of the CCTV Services INC. Products and Services in the event that (i) CCTV Services INC. becomes aware, from you or otherwise, of unauthorized access or use of the CCTV Services INC. Products and Services by any third party using any user name, password, or other login credentials of you, or (ii) this Agreement is terminated. You may provide feedback to CCTV Services INC. with respect to the CCTV Services INC. Products and Services. Notwithstanding any provision of the Agreement to the contrary, CCTV Services INC. may use such feedback for any purpose without obligation of any kind. To the extent a license is required to make use of such feedback, you hereby grant to CCTV Services INC. an irrevocable, non-exclusive, perpetual, royalty-free, transferrable license, with right to sublicense, to use such feedback in connection with CCTV Services INC.’s business, including enhancement of the CCTV Services INC. Products and Services.
- SOFTWARE, UPGRADES, AND ADDITIONAL COPIES.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT: (1) YOU HAVE NO LICENSE OR RIGHT TO USE ANY ADDITIONAL COPIES OR MODIFICATIONS TO THE CCTV SERVICES INC. SOFTWARE OR DOCUMENTATION UNLESS YOU, AT THE TIME OF ACQUIRING SUCH COPY OR MODIFICATION, ALREADY HOLD A VALID LICENSE AND SUBSCRIPTION TO THE ORIGINAL CCTV SERVICES INC. SOFTWARE AND HAVE PAID THE APPLICABLE FEE FOR THE MODIFICATION OR ADDITIONAL COPIES; AND (2) THE MAKING AND USE OF ADDITIONAL COPIES IS LIMITED TO NECESSARY BACKUP PURPOSES ONLY.
ACCESS TO CCTV SERVICES INC. PRODUCTS AND SERVICES.
In order to use CCTV Services INC. Products and Services, you must provide all Devices, equipment and software necessary to use CCTV Services INC. Products and Services that are not a part of the CCTV Services INC. Products and Services, including, but not limited to, a Device that is in working order running an operating system compatible with the CCTV Services INC. Products and Services and that is suitable for use in connection with the CCTV Services INC. Products and Services. You are responsible for ensuring that your Device, equipment and/or software do not disturb or interfere with CCTV Services INC.’s operations or the operations of other users of CCTV Services INC. Products and Services. If any Modification to CCTV Services INC. Products and Services requires changes in your Device, equipment or software, you must effect these changes at your own expense. Unless explicitly stated otherwise, any new or additional features that augment or enhance CCTV Services INC. Products and Services, including the release of new products and services, shall be subject to the terms and conditions of this Agreement.
DATA STORAGE AND SECURITY.
- DATA STORAGE. You decide where your User Data is stored and backed up. Regardless of whether your User Data is stored in the Public Cloud (if offered by CCTV Services INC. in relation to DVR Health Monitoring) or the Private Cloud, only the files you select for backup or sharing will be stored. CCTV Services INC. Products and Services are for backup, and in the case of DVR Health Monitoring, synchronization and sharing, purposes only and not intended to be used for primary or archived storage of your User Data.
(i) Private Cloud. You are in control of your Private Cloud and you are solely responsible for all User Data stored to your Private Cloud, including without limitation, any loss of your User Data due to performance, compatibility or reliability issues associated with your Private Cloud.
(ii) Public Cloud. User Data stored to the Public Cloud is stored on CCTV Services INC.’s servers and User Data is encrypted prior to being transmitted to CCTV Services INC.. The Public Cloud is designed to work with Devices that are in-use and frequently connected to the Internet. When utilizing the Public Cloud, your Device must connect to the Public Cloud at least once every six (6) months. Data stored on the Public Cloud using DVR Health Monitoring, if the Public Cloud option is offered by CCTV Services INC. in relation to DVR Health Monitoring, will not be accessible through DVR Health Monitoring unless your device is connected to the Public Cloud.
- DATA SECURITY. CCTV Services INC. Software provides three (3) levels of data security for Virtual Video Vault PRO, Virtual Video Vault PROe and DVR Health Monitoring as described below:
Data Security Level
CCTV Services INC. retains the data security key to your encrypted User Data. You have access to the data security key by logging into your account and providing the correct password for your account. Your account password is stored with CCTV Services INC.. UNDER THIS DATA SECURITY LEVEL, SECURITY IS ONLY AS STRONG AS YOUR LOGIN CREDENTIALS AND/OR ACCESS TO YOUR EMAIL ACCOUNT.CCTV Services INC. retains a password protected data security key, however, you must enter a unique password to unlock your data security key. IF YOU LOSE YOUR PASSWORD, YOUR ENCRYPTED USER DATA WILL NOT BE RECOVERABLE WITHOUT A PASSWORD. CCTV Services INC. does not retain your data security key.SHOULD YOU LOSE YOUR DATA SECURITY KEY, YOUR ENCRYPTED DATA WILL NOT BE RECOVERABLE. WE ADVISE YOU TO STORE YOUR DATA SECURITY KEY IN MULTIPLE SECURE OFFSITE LOCATIONS.
CCTV Services INC. Software provides only the Email Protected (as described in the chart above) security level for DVR Health Monitoring.
- ACCOUNT DETAILS AND PASSWORD. You agree to keep all account and password details private and to not share them with anyone else in order to prevent unauthorized access to your account, your password, and/or your User Data. CCTV Services INC. is not liable for any loss or damage arising from any access to, sharing or use of your account, your password or your User Data.
- DELETED FILES. By default, all deleted files are maintained by CCTV Services INC., at CCTV Services INC.’s discretion space permitting for at least thirty (30) days. In your account settings you can customize the period of time CCTV Services INC. would maintain a deleted file. If you select the “unlimited light” option, deleted files will be maintained for thirty (30) days, and CCTV Services INC. will use commercially reasonable efforts to purge your deleted files after such thirty (30) day period.
- VERSIONING. By default, the Public Cloud will maintain up to 800 versions of your backup data over the last year, and one version per month thereafter. CCTV Services INC. reserves the right to reduce both the default number of versions and default period of time in its sole discretion. You may customize versioning in your account settings. CCTV Services INC. encourages you to configure your own versioning standard. DVR Health Monitoring keeps versions of files older than the most current version for thirty (30) days.
PRIVACY AND CUSTOMER INFORMATION.
- METHOD OF PAYMENT INFORMATION. If you subscribed to the CCTV Services INC. Products and Services, we may collect and store your method of payment for the CCTV Services INC. Products and Services you have purchased.
- ACCOUNT CREDENTIALS. Your e-mail address in combination with your password, allows CCTV Services INC. to verify your identity. CCTV SERVICES INC. EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY LOST, STOLEN, OR DELETED USER DATA, INCLUDING ANY DATA DELETED REMOTELY DUE TO THE COMPROMISE OF YOUR PASSWORD, YOUR ACCOUNT CREDENTIALS OR ACCESS TO YOUR E-MAIL ACCOUNT.
- INFORMATION COLLECTED VIA THE INTERNET. CCTV Services INC. Software may automatically use the Internet to search for updates, such as, but not limited to, bug fixes and security updates, for the CCTV Services INC. Products and Services. Such updates may install automatically. CCTV Services INC. Products and Services may also contact CCTV Services INC. to verify the status of any subscription and right to use the CCTV Services INC. Products and Services. Devices with installed CCTV Services INC. Software may also be tracked by CCTV Services INC. (such as via Internet Protocol address) to locate where on the Internet that computer is located.
- CCTV SERVICES INC. PRODUCTS’ LICENSE KEY. CCTV Services INC. Products and Services may require activation via a license key. CCTV Services INC. Products and Services requiring activation by a license key will require an Internet connect to complete activation. Activation via a license key will result in the computer installed with CCTV Services INC. Products and Services to transmit the license key to CCTV Services INC. via the Internet for activation of the CCTV Services INC. Products and Services.
- PRIVATE CLOUD. By default, any unique User Data stored in your Private Cloud is encrypted before transmission and is not decrypted at destination unless you submit a request to decrypt and restore, or in the case of DVR Health Monitoring you download, your User Data to the Device you are restoring, or downloading, your User Data to. Please see Section 5 for more information on Data Security.
- PUBLIC CLOUD. By default, unique User Data submitted to the Public Cloud is encrypted before transmission using a unique, escrowed encryption key and remains encrypted in the Public Cloud at all times. Should you request to restore files via a web browser the escrowed key will be utilized to decrypt the User Data you request in the Public Cloud and restore your User Data. Your User Data will remain encrypted until you restore the User Data to your Device. Should your User Data no longer be unique in the Public Cloud, and CCTV Services INC. has permission to escrow your encryption key, CCTV Services INC. may re-encrypt such User Data using a separate encryption key to reduce overall storage consumption in the Public Cloud. Please see Section 5 for more information on Data Security.
UNINSTALLING CCTV SERVICES INC. SOFTWARE.
You may uninstall CCTV Services INC. Software by using any uninstall utility that accompanies the installed CCTV Services INC. Software or through the uninstall mechanism provided by your compatible operating system on your Device. UNINSTALLING THE CCTV SERVICES INC. SOFTWARE WILL CEASE ALL FUNCTIONALITY OF THE CCTV SERVICES INC. SOFTWARE. UNINSTALLING CCTV SERVICES INC. SOFTWARE WILL RESULT IN YOU NOT BEING ABLE TO ACCESS ANY USER DATA THAT WAS STORED TO THE PUBLIC CLOUD USING THE CCTV SERVICES INC. SOFTWARE AND LIMITED ACCESS TO ANY USER DATA STORED IN YOUR PRIVATE CLOUD. ADDITIONALLY, UNINSTALLING VIRTUAL VIDEO VAULT WILL RESULT IN THE INABILITY OF OTHERS BACKING UP TO THAT DEVICE TO RETRIEVE THEIR BACKED UP USER DATA FROM THAT DEVICE AND UNINSTALLING DVR HEALTH MONITORING WILL RESULT IN ALL DVR HEALTH MONITORING DATA SHARING CEASING TO FUNCTION. CCTV Services INC. does not warrant that any and all portions of the CCTV Services INC. Software will be removed by any uninstall utility or the uninstall mechanism of your operating system. CCTV Services INC. does not warrant that all of your computer or Device’s software content, including but not limited to the operating system, will regress to a state of operation, including but not limited to settings and options, that are identical to those that existed prior to the installation of CCTV Services INC. Software or your use of the CCTV Services INC. Products and Services. You remain bound by the terms of this Agreement, including but not limited to its disclaimer of warranties, limitation of liability, exclusive remedy, intellectual property, and ownership clauses even after you uninstall the CCTV Services INC. Software and discontinue your use of the CCTV Services INC. Products and Services.
You agree to maintain and reproduce all copyright, trademarks and other proprietary notices on all copies, in any form, of the CCTV Services INC. Software and the CCTV Services INC. Products and Services in the same form and manner that such copyright and other proprietary notices are included on the CCTV Services INC. Software and the CCTV Services INC. Products and Services. Except as expressly authorized in this Agreement, you shall not make any copies or duplicates of any CCTV Services INC. Software or the CCTV Services INC. Products and Services without the prior written permission of CCTV Services INC.
This Agreement shall be effective as of your acceptance of this Agreement or your use of the CCTV Services INC. Products and Services, whichever is sooner, and shall continue in effect until terminated as set forth in this Agreement. Either party may, at its election and in its sole discretion, terminate this Agreement and any subscription to the CCTV Services INC. Products and Services at will, at any time, but except as explicitly set forth herein, CCTV Services INC. will not be liable for refunding any prepaid Fees for any unused portion of a subscription term. CCTV Services INC. specifically reserves the right to terminate this Agreement and your use of CCTV Services INC. products immediately, without notice from CCTV Services INC., if you fail to comply with any provision of this Agreement, you use any CCTV Services INC. Product and Services in a way not intended by CCTV Services INC., or you abuse your use of CCTV Services INC. Products and Services. CCTV Services INC. is further entitled to obtain injunctive relief if your use of the CCTV Services INC. Products and Services is in violation of any restrictions set forth in this Agreement, including without limitation any license restrictions. Upon termination, you shall destroy all copies of the CCTV Services INC. Software and Documentation in your possession or control. ACCORDING TO THIS SECTION OR OTHER SECTIONS OF THIS AGREEMENT, CCTV SERVICES INC. MAY TERMINATE YOUR ABILITY TO CONTINUE TO USE CCTV SERVICES INC. PRODUCTS AND SERVICES. THE TERMINATION OF YOUR ABILITY TO CONTINUE TO USE CCTV SERVICES INC. PRODUCTS AND SERVICES WILL CAUSE THOSE CCTV SERVICES INC. PRODUCTS AND SERVICES TO CEASE FUNCTIONING AND RESULT IN YOU NOT BEING ABLE TO ACCESS ANY USER DATA THAT WAS STORED, SYNCED, OR SHARED USING THE PUBLIC CLOUD. FOLLOWING TERMINATION YOU WILL HAVE LIMITED ACCESS TO YOUR DATA STORED, SYNCED, OR SHARED IN YOUR PRIVATE CLOUD, IF APPLICABLE, HOWEVER THERE IS NO GUARANTY THAT THIS SERVICE WILL CONTINUE OR BE AVAILABLE TO YOU. The termination of this Agreement for any reason shall not affect: a) the obligations of the parties to account for and pay to one another any amounts for which they are obligated by virtue of transactions or events which occurred prior to the effective date of termination; or b) any other obligation or liability which either party has to the other under this Agreement and which, by its nature, would reasonably be expected to survive termination. Upon termination of the Agreement, or at your request at any time during the term of the Agreement, CCTV Services INC. will (i) make available to you or (ii) to the extent commercially practicable, destroy and certify the same (at your election) all User Data stored in the Public Cloud. You shall have fifteen (15) business days after termination of the Agreement to request your User Data in the Public Cloud; thereafter, CCTV Services INC. shall, to the extent commercially practicable, destroy and, at your request, certify the same. If you request CCTV Services INC. return your User Data in the Public Cloud during such fifteen-day period, the parties shall work together in good faith to return your User Data with you bearing the reasonable costs and expenses of such return, including any required professional services at CCTV Services INC.’s then-current applicable hourly rate for such services.
In the event you decide to terminate your account. You will be given two termination options delivered by email only:
- Complete Account Removal – Your account will be permanently deleted, and all your data will be removed.
- External Media Transfer – Your data from storage can be transferred to external media and shipped to a specified address provided by you. You will be responsible for the cost of any external media. Cost may vary depending on the media that is required to store your data on. After successful delivery, your account will be permanently deleted.
If you fail to reply within 72 hours of requesting to terminate your account, your account will be permanently deleted. If we do not have a proper email address on file from you, we will automatically delete your account. Any failure of email transmission due to an error on your part, and we will automatically delete your account.
ALLOCATION OF RISK.
You acknowledge and agree that CCTV Services INC. has set its prices and entered into this Agreement and your subscription to the CCTV Services INC. Products and Services in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between the parties.
CCTV Services INC. warrants that, for a period of fifteen (15) days from the date of the first purchase of your subscription to the CCTV Services INC. Products and Services that such CCTV Services INC. Products and Services, in the form delivered by CCTV Services INC., will substantially conform to and perform substantially in accordance with CCTV Services INC.’s published Documentation, to the extent such exists, with respect thereto when installed and operated in accordance with CCTV Services INC. specifications, and CCTV Services INC. will endeavor to correct any failure of the CCTV Services INC. Products and Services to so conform or perform of which CCTV Services INC. receives written notice from you within said ninety (90) day period. EXCEPT AS EXPRESSLY PROVIDED HEREIN, CCTV SERVICES INC. PRODUCTS AND SERVICES FURNISHED BY CCTV SERVICES INC. AND ACCEPTED BY YOU ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY WHATSOEVER. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ARE SPECIFICALLY EXCLUDED AND DISCLAIMED BY CCTV SERVICES INC.. CCTV SERVICES INC. DOES NOT WARRANT THAT THE CCTV SERVICES INC. PRODUCTS AND SERVICES OR ASSOCIATED DOCUMENTATION WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE CCTV SERVICES INC. PRODUCTS AND SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF CCTV SERVICES INC. PRODUCTS AND SERVICES IS WITH YOU.
LIMITATION OF REMEDIES.
YOUR SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THE FOREGOING LIMITED WARRANTY WILL BE THAT (A) CCTV SERVICES INC. WILL ENDEAVOR TO CORRECT WITHIN A REASONABLE TIME ANY REPORTED FAILURE OF CCTV SERVICES INC. PRODUCTS AND SERVICES TO SUBSTANTIALLY CONFORM TO OR PERFORM SUBSTANTIALLY IN ACCORDANCE WITH CCTV SERVICES INC.’S DOCUMENTATION AND/OR SPECIFICATIONS, TO THE EXTENT SUCH SPECIFICATIONS EXIST, DURING THE WARRANTY PERIOD SET FORTH IN SECTION 13 OF THIS AGREEMENT OR (B) IN THE EVENT THAT CCTV SERVICES INC. SHALL FAIL OR BE UNABLE FOR ANY REASON TO CORRECT ANY SUCH FAILURE OR NON-CONFORMITY OF THE CCTV SERVICES INC. PRODUCTS AND SERVICES IN ACCORDANCE WITH THE WARRANTY SET FORTH IN SECTION 13, YOU MAY TERMINATE THIS AGREEMENT AS TO THE AFFECTED CCTV SERVICES INC. PRODUCTS AND SERVICES.
LIMITATION OF CCTV SERVICES INC. LIABILITY.
IN NO EVENT WILL CCTV SERVICES INC. BE LIABLE TO YOU FOR ANY LOST PROFITS, LOST SAVINGS, LOST DATA, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, LOST REVENUE, BUSINESS INTERRUPTION, LOSS OF CAPITAL OR OTHER SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY CCTV SERVICES INC. PRODUCTS AND SERVICES FURNISHED OR TO BE FURNISHED BY CCTV SERVICES INC. UNDER THIS AGREEMENT OR THE USE THEREOF, EVEN IF CCTV SERVICES INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE AGGREGATE LIABILITY OF CCTV SERVICES INC. UPON ANY AND ALL CLAIMS HOWSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY CCTV SERVICES INC. PRODUCTS AND SERVICES FURNISHED OR TO BE FURNISHED BY CCTV SERVICES INC. UNDER THIS AGREEMENT WILL IN ANY EVENT BE ABSOLUTELY LIMITED TO THE AMOUNT PAID BY YOU TO CCTV SERVICES INC. FOR YOUR SUBSCRIPTION OF CCTV SERVICES INC. PRODUCTS AND SERVICES UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PROCEEDING THE DATE THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN WRITING OF THE CLAIM FOR DAMAGES.
COPYRIGHT, PATENT, TRADE SECRET, AND TRADEMARK INDEMNITY.
Subject to the limitations of Section 15, CCTV Services INC. will defend you and hold you harmless against liability upon any claim by any third party that the CCTV Services INC. Products and Services as furnished by CCTV Services INC. infringe or violate any copyright, trademark or trade secret rights of such third party or any patent rights of such third party under a United States patent issued as of the effective date of this Agreement, provided that: a) you notify CCTV Services INC. promptly in writing of any notice of any such claim; b) you cooperate with CCTV Services INC. in all reasonable respects in connection with the investigation and defense of any such claim; c) CCTV Services INC. shall have sole control of the defense of any action on any such claim and all negotiations for its settlement or compromise; and d) should the CCTV Services INC. Products and Services become, or in CCTV Services INC.’s opinion be likely to become, the subject of a claim of copyright, patent or trademark infringement or trade secret misappropriation, you will permit CCTV Services INC., at CCTV Services INC.’s option and expense, either to: (1) procure for you the right to continue using the affected CCTV Services INC. Products and Services; (2) replace or modify the same so that it becomes non-infringing; or (3) terminate this Agreement with respect to such CCTV Services INC. Products and Services and refund to you any prepaid and unused amount of the subscription fees paid to CCTV Services INC. for CCTV Services INC. Products and services after you notified CCTV Services INC. in writing of any such claims. Notwithstanding anything herein to the contrary, however, CCTV Services INC. shall have no obligation or liability under any provision of this Section if any copyright, patent or trademark infringement or trade secret misappropriation claim is based upon use of an CCTV Services INC. Products and Services in a manner other than that for which it was furnished by CCTV Services INC., upon any CCTV Services INC. Products and Services which has been modified by or for you in such a way as to cause it to become infringing, or upon any trademark or service mark which is not used by CCTV Services INC..
INDEMNITY BY YOU.
You will, to the fullest extent permitted by law, indemnify CCTV Services INC. and its officers, directors, shareholders, employees and agents and their respective successors and assigns (collectively, the “CCTV Services INC. Indemnified Parties”) against and hold the CCTV Services INC. Indemnified Parties harmless from any and all claims, liabilities, damages, costs and expenses, including reasonable attorneys’ fees in connection with investigating, defending, or settling any claim relating to or arising out of any acts or omissions on the part of you which gives rise to claims against CCTV Services INC. Indemnified Parties by third parties.
U.S. GOVERNMENTAL END USER PURCHASES.
The CCTV Services INC. Products and related Documentation are “Commercial Terms,” as that term has been defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms have been used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial items; and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. The terms and conditions of this Agreement shall apply to the government’s use and disclosure of the CCTV Services INC. Products and Services, and shall supersede any conflicting contractual terms and conditions. If this Agreement or the license granted hereunder fails to meet the government’s needs or is inconsistent in any respect with Federal law, the government agrees to return the CCTV Services INC. Products and Services, unused, to CCTV Services INC.. Unpublished-rights are reserved under the copyright laws of the United States.
You represent and warrant that (a) you are the owner or an authorized user of the Device on which the CCTV Services INC. Products are installed and any User Data used in conjunction the CCTV Services INC. Products and Services; (b) you shall use the CCTV Services INC. Products and Services only for lawful purposes, and will comply at all times with all applicable federal, state, and local laws and regulations applicable to the use of the same; and (c) you shall use the CCTV Services INC. Products and Services only for your business backup needs and, using DVR Health Monitoring, data synchronization and sharing needs, and for no other commercial or third party use. You agree not to use any automated or manual process to interfere with, modify, or attempt to interfere with or modify the CCTV Services INC. Products and Services except to uninstall the same as provided herein.
- ENFORCEMENT/CHOICE OF LAW/CHOICE OF FORUM. Every provision of this Agreement will be construed, to the extent possible, so as to be valid and enforceable. If any provision of this Agreement so construed is held by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, such provision will be deemed severed from this Agreement, and all other provisions will remain in full force and effect. The laws of the State of Minnesota, excluding its conflicts of law rules, govern this Agreement and your use of the CCTV Services INC. Products and Services. Your use of the CCTV Services INC. Products and Services may also be subject to other local, state, national, or international laws. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision shall be deemed amended to approximate as closely as possible the effect of the original terms. All other provisions of this Agreement shall continue in full force and effect. Any action between the parties will be venued in a state or federal court situated within the state of Minnesota, and you irrevocably submit yourself to the personal jurisdiction of such courts for such purpose. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
- CORRECTION OF ERRORS AND INACCURACIES. This Agreement may contain typographical errors or other errors or inaccuracies and may not be correct or current. CCTV Services INC. reserves the right to correct any errors, inaccuracies or omissions and to change or update this Agreement at any time without prior notice. CCTV Services INC. does not, however, guarantee that any errors, inaccuracies or omissions will be corrected.
- HEADINGS. The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect such section.
- NO JOINT VENTURE. This Agreement shall not be construed as creating or constituting any partnership, joint venture or agency relationship between the parties.
- ASSIGNMENT AND RESALE. CCTV Services INC. may assign its rights and obligations under this Agreement but your rights under this Agreement are not assignable or transferable. You agree not to resell the CCTV Services INC. Products and Services or any portion thereof. This Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
- NO THIRD PARTY BENEFICIARIES. No third-party beneficiaries are intended or shall be construed as created by virtue of this Agreement.
- EXPORT COMPLIANCE. You may not use or otherwise export or re-export the CCTV Services INC. Products and Services except as authorized by United States law and the laws of the jurisdiction in which the CCTV Services INC. Products and Services were obtained. In particular, but without limitation, the CCTV Services INC. Products and Services may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the CCTV Services INC. Products, You represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.
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