byRemote Surveillance Center Software License Agreement
This Software License Agreement (“Agreement”) sets forth license terms of the Video Management System and Video Surveillance Center software (“Licensed Software”), and constitutes a binding agreement between you or the entity that you represent (“You”) and byRemote Inc. (“byRemote”). Please read the following license carefully, before using the Licensed Software. You acknowledge that you have read this License Agreement, have understood it, and agree to be bound by its terms. If you do not agree to the terms and conditions of this Agreement, do not use the Licensed Software.
1. LICENSE GRANT:
The Licensed Software is intended to be used in conjunction with the byRemote Hosted Video as a Service video management and recording product for off-site hosted video (“Hosted Video as a Service”). byRemote, Inc. hereby grants you a non-exclusive, non-transferable, world-wide license to use the Licensed Software, including user documentation and updates to which you are entitled as part of your subscription to the Hosted Video as a Service. You understand that you require a valid subscription to the Hosted Video as a Service in order to use the Licensed Software and that you will not be able to use the Licensed Software if the subscription to the Hosted Video as a Service expires or is otherwise terminated.
2. THIRD PARTY PRODUCTS:
The Licensed Software may contain software which originated with third party vendors. Without limiting the general applicability of the other provisions of this Agreement, you agree that (a) the title to any third party software incorporated in the Licensed Software shall remain with the third party which supplied it; and (b) you will not distribute any such third party software available with the Licensed Software, unless the license terms of such third party software provide otherwise.
3. RESTRICTIONS ON USE:
In addition to all other terms and conditions of this Agreement, you shall not:
a. Use the Licensed Software in any manner other than in conjunction with the Hosted Video as a Service.
b. Remove any copyright, trademark or other proprietary notices from the Licensed Software.
c. Make any copies; rent, lease, license, sublicense or distribute the Licensed Software or any portions of it on a standalone basis or as part of your application.
d. Modify or enhance the Licensed Software; reverse engineer, decompile or disassemble the Licensed Software.
e. Use the Licensed Software to post, publish or transmit any text, graphics, or material that invades another’s privacy or is false or misleading or is likely to infringe the copyright of others or promote bigotry, racism, hatred or harm against any individual or group.
f. Attempt to probe, scan, or test the vulnerability of any system or network; and use the Licensed Software for transmitting viruses, worms, or malicious content.
4. TECHNICAL SUPPORT:
You will be entitled to technical support for the Licensed Software as part of your subscription to the Hosted Video as a Service.
a. Technical support is expressly limited to the Licensed Software.
byRemote bills for the subscription(s) to the Hosted Video as a Service on a month-to-month basis, unless requested other-wise. The billing is based on activations and deactivations. A customer account or camera(s) is activated in the Licensed Software based on an activation request that is received by email or as an activation request from a byRemote web site. The billing will commence when the camera(s) for the customer account have been activated. The exception is the Free 30-Day Test Drive. The billing for the Free 30-Day Test Drive shall commence after the 30-Day Period, and only if the Hosted Video as Service is continued. For a customer account and camera(s) that are activated on or before the 15th of the month, the license billing will be for the current month. For a customer account and camera(s) that are activated after the 15th of the month, the billing will be for the subsequent month. Should a customer account be deactivated, the billing for the customer account will be cancelled for the month in which the deactivation request for the customer account is received. For a camera(s) deactivation request, the billing for the camera(s) will be cancelled for the month in which the deactivation request for the camera(s) was received. For a camera(s) license fee amount change request, the billing for the camera(s) will be adjusted for the month in which the license fee amount change request for the camera(s) was received. A deactivation request for a customer account or camera is required for a billing cancellation or adjustment. byRemote will not deactivate a customer account or camera in the Licensed Software without a deactivation request. This deactivation request must be received as a deactivation request from a byRemote web site.
6. STORAGE OF RECORDED VIDEO:
The archived (stored) video for the Hosted Video as a Service product is stored on byRemote servers that are deployed in a remotely located data center. Redundant Video Storage. The byRemote servers use RAID 10 to provide redundant video storage with data redundancy by mirroring the video data across multiple SATA hard drives. This is a best effort to provide video data retention. Should a hard drive fail, the video is then mirrored on another SATA drive. It is not feasible to provide remote back-ups of video data. Should all the hard drives fail, the video data will be lost. This circumstance is unlikely and is beyond the control of byRemote.
7. OWNERSHIP AND INTELLECTUAL PROPERTY:
byRemote owns all right, title and interest in and to the Licensed Software. byRemote expressly reserves all rights not granted to you herein, including the right to discontinue or not to release any Software and to alter prices, features, specifications, capabilities, functions, licensing, terms, release dates, general availability or characteristics of the Licensed Software. The Software is only licensed and not sold to you by byRemote.
byRemote has the right to audit your Use of the Licensed Software.
The Licensed Software contains proprietary information of byRemote. You hereby agree to take all reasonable efforts to maintain the confidentiality of the Licensed Software. You agree to reasonably communicate the terms and conditions of this Agreement to those persons
employed by you, who come into contact with or access the Licensed Software, to use reasonable efforts and ensure their compliance with such terms and conditions, including but not limited to, not knowingly permitting such persons to use any portion of the Licensed Software for a purpose that is not allowed under this Agreement.
10. WARRANTY DISCLAIMER:
byRemote does not warrant that the Licensed software will be error-free. Except as provided herein, the Licensed software is furnished "as is" without warranty of any kind, including the warranties of merchantability and fitness for a particular purpose and without warranty as to the performance or results you may obtain by using the Licensed software. You are solely responsible for determining the appropriateness of using the licensed software and assume all risks associated with the use of it, including but not limited to the risks of program errors, damage to or loss of data, programs or equipment, and unavailability or interruption of operations.
11. LIMITATION OF LIABILITY:
In no event will byRemote be liable to you or any third party for any special, incidental, indirect, punitive or exemplary or consequential damages, or damages for loss of business, loss of profits, business interruption, or loss of business information arising out of the use or inability to use the program or for any claim by any other party even if byRemote has been advised of the possibility of such damages. byRemote's entire liability with respect to its obligations under this agreement or otherwise with respect to the licensed software shall not exceed the subscription fee paid by you for the Hosted Video as a Service.
This Agreement is co-terminus with your subscription to the Hosted Video as a Service. You may terminate this Agreement at any time by issuing a deactivation request for your use of the Licensed Software. This deactivation request may apply to the customer account or cameras. byRemote will not deactivate a customer account or camera from the Licensed Software without the deactivation request. This deactivation request must be received by email or as a from submission from a byRemote web site. byRemote may terminate this Agreement in the event of breach of this Agreement or the Terms of Service of the Hosted Video as a Service by you and your failure to cure such breach upon thirty days’ notice. Upon termination, your access and use of the Licensed Software will be deactivated. All provisions relating to confidentiality, warranty disclaimer, and limitation of liability shall survive the termination of this Agreement.
This Agreement shall be construed, interpreted and governed by the laws of the State of North Dakota, County of Cass in the Country of the United States exclusive of its conflicts of law provisions. This Agreement constitutes the entire agreement between the parties, and supersedes all prior communications, understandings or agreements between the parties. Any waiver or modification of this Agreement shall only be effective if it is in writing and signed by both parties hereto. If any part of this Agreement is found to be invalid or unenforceable, the remainder shall be interpreted so as to reasonably effect the intention of the parties.