TERMS OF SERVICE
- Deep Sentinel provides: (1) services accessible through the internet (“Web Apps”); (2) software that may be downloaded to smartphones or tablets (“Mobile Apps”), (Web Apps and Mobile Apps are collectively referred to as “The Apps”); (3) ongoing services (collectively the “Subscription Services”), including video cloud backup services and remote video surveillance services (“LiveSentinel” or “LiveSentinel Services”), all for use in conjunction with Deep Sentinel’s hardware products (“Products”) and in other ways that Deep Sentinel provides. Some Deep Sentinel Products and Services can be used together or in ways that integrate with products and services from third parties. The term “Services” means the Deep Sentinel websites, Web Apps, Mobile Apps, and Subscription Services.
- These Terms of Service (“Terms” or “Agreement”) govern your access to and use of the Services and Products. Please read these terms carefully. THEY REQUIRE THE USE OF MANDATORY BINDING ARBITRATION TO RESOLVE DISPUTES RATHER THAN JURY TRIALS OR CLASS ACTIONS. PLEASE FOLLOW THE INSTRUCTIONS IN THE DISPUTE RESOLUTION AND ARBITRATION SECTION BELOW IF YOU WISH TO OPT OUT OF THIS PROVISION. The term “you,” as used in these Terms, means any person or entity who accesses or uses the Services or Products and any person or entity who creates an Account (as defined herein) and accepts these Terms, including Owners, Authorized Users (as defined herein). These Terms give you specific legal rights, and you may also have other legal rights in addition, which vary from jurisdiction to jurisdiction. THE DISCLAIMERS, EXCLUSIONS, MANDATORY AND BINDING ARBITRATION, LIMITATIONS OF LIABILITY, INDEMNIFICATION, WAIVER OF JURY TRIAL, WAIVER OF CLASS ACTION AND WAIVER OF PUNITIVE DAMAGES UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages or other rights, so those provisions of these Terms may not apply to you.
- THESE TERMS ARE A LEGAL AGREEMENT. BY ACCEPTING THESE TERMS THROUGH A SITE, WEB APP OR MOBILE APP, OR BY ACCESSING AND USING THE SERVICES (INCLUDING THE SITES) OR PRODUCTS, YOU ARE ACCEPTING AND AGREEING TO THESE TERMS ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT IN CONNECTION WITH THE ACCESS AND USE. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY (SUBJECT TO SECTION 1(b)(ii) BELOW) TO ACCEPT AND AGREE TO THESE TERMS ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT. YOU REPRESENT THAT YOU ARE, SUBJECT TO SECTION 1(b)(ii) BELOW, OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION OR RESIDENCE TO USE OR ACCESS THE SERVICES AND PRODUCTS AND TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THESE TERMS, YOU SHOULD DISCONNECT YOUR PRODUCTS FROM YOUR ACCOUNT (AS DESCRIBED BELOW) AND CEASE ACCESSING OR USING THE SERVICES AND PRODUCTS.
- Deep Sentinel may use or incorporate third party companies to provide software, applications, products or services (collectively, “Third Party Service Providers”) as part of the Services provided hereunder.
- If You requests additional services beyond what was originally ordered, these additional services will be agreed to by You using The Apps and this Agreement will govern their usage.
II SERVICES LICENSE
- License to Use: Subject to Your payment of all applicable fees and full compliance with the terms and conditions set forth in this Agreement, Deep Sentinel grants and You accepts a non-exclusive, non-transferable, non-sublicensable, limited license to access and use the functionality of the Services during the Term. The Services shall be used with Deep Sentinel Products, or in such cases where Deep Sentinel does not provide the relevant products, then equipment (“3rd Party Hardware”) comparable in operation to the recommended operating system, hardware types and network settings and peripherals as needed for the Services to operate proficiently.
- Updates: So long as the Subscription Services are in effect, subject to the timely payment of Fees, the You will be entitled to receive changes, patches, bug fixes, upgrades, enhancements or modifications to the Services, documentation, and materials that are provided by Deep Sentinel to You (“Updates”) from time to time. The determination of whether or not to issue a change, enhancement or modification or to designate any change, enhancement or modification as an Update shall be, in each case, made solely by Deep Sentinel. Updates may be automatically installed without providing any additional notice or receiving any additional consent. You acknowledge that Deep Sentinel may from time-to-time issue Updates, and may automatically electronically upgrade the version of the Services that You is using. You consent to such automatic Updates, and agrees that the terms and conditions of this Agreement will apply to all such Updates. You acknowledge that You may be required to install Updates to use the Services and the Products and You agrees to promptly install any Updates Deep Sentinel provides. Updates do not include new products, materials, services, documents or major enhancements and or early release versions of any new or existing Products and Services.
- Availability: Deep Sentinel will use commercially reasonable efforts to make the Services available pursuant to this Agreement. Deep Sentinel reserves the right to modify the Services from time to time and makes no guarantees as to the continuous availability of the Services or of any specific feature(s) or functionality(ies) of the Services.
- Law Enforcement: You agrees that You is granting to Deep Sentinel and its personnel the right to act on Your behalf as an agent of You, Your Authorized Users, Assigns and Your property and Protected Property to engage with appropriate law enforcement and/or other emergency services personnel. You grant this right with the understanding that Deep Sentinel and its personnel will use their sole judgment as it relates to any Event. You grants Deep Sentinel and its personnel the right to cause to be arrested, or to work with law enforcement agencies to cause to be arrested, any person or persons suspected of committing a crime, in their sole judgment, and such right could potentially extend to You, Your family, friends, employees, or Authorized Users (as defined below) if such person’s behavior so warrants.
- Privacy Mode: Deep Sentinel enables clients to disable Deep Sentinel Services for one or more devices using Privacy Mode. Privacy Mode may be scheduled and/or configured by You or by Installer if appropriate in the Apps. You understand that while Privacy Mode is enabled that device is not connected to LiveSentinel Services.
- LiveSentinel Services Pause: If an Unmonitored Activity as defined in the applicable Exhibit A or B, is occurring, Deep Sentinel may temporarily pause LiveSentinel Services.III.
III. SOFTWARE LICENSE
1. To use the Services and certain Products, You must create an account and provide accurate, current and complete information based on Your email address as prompted by the applicable registration form on the Apps (“Account”). You may enable Authorized Users, that You identify by their email address and grant to them the ability to access the information of Your Account but all such Authorized Users will require their own Account. You agree to maintain and promptly update its Account information as necessary to maintain its accuracy. Deep Sentinel reserves the right to suspend or terminate access to and use of the Services, or any portion thereof, on the basis of inaccurate or incomplete Account information. In certain instances, Deep Sentinel may require proof of identity to create or access an Account, or to access or use the Services, and You acknowledges and agrees that You or Authorized Users may be denied access or use of the Services if You or Authorized Users refuse to provide such proof.
2. Your Account provides You with access to the Services and functionality that Deep Sentinel may establish and maintain from time to time and in Deep Sentinel’s sole discretion. Deep Sentinel may maintain different types of accounts for different types of Users. Authorized Users may create sub Accounts for persons aged 13 to 18 (“Controlled Authorized User”). It is the responsibility of the Authorized User to set the parameters of what such Controlled Authorized Users can do, access, change, etc. and they are solely responsible for the actions or inactions taken by such Controlled Authorized Users. Deep Sentinel recommends Authorized Users be adults over the age of 21. Owners assume all liability for the actions or inactions of its Authorized Users, including those under the age of 18.
3. You are solely responsible for maintaining the confidentiality of Account login information and all activity that occurs when the Services are accessed through Your Account. You agree to use maintain its password(s) securely to prevent others from gaining unauthorized access. You must notify Deep Sentinel immediately of any breach of security or unauthorized use of Your Account. Deep Sentinel will not be liable for any losses or damages arising from Your or Your Users’ failure to protect Your password or Account information and/or caused by any unauthorized use of Your Account.
4. You may control Your Account and how You interacts with the Services by changing the settings in Your Account. By setting up an Account, You consent to Deep Sentinel’s use of Your email address entered by You therein to send You Services-related notices, including any notices required by law, in lieu of communication by postal mail. Deep Sentinel may also use Your email address to send You other messages, such as changes to features of the Services and special offers. If You does not want to receive such email messages, You may opt out or change Your preferences in Your Account settings page. Opting out may prevent You from receiving email messages regarding updates, improvements, or offers.
- FOR THE PURPOSE OF CLARITY, YOU UNDERSTAND AND AGREE THAT CUSTOMER SERVICE AND ANY CUSTOMER CARE AND SUPPORT OFFERED AND PROVIDED BY DEEP SENTINEL IS NOT A 911 SERVICE OR DISPATCH CENTER, AN EMERGENCY SERVICE PROVIDER OR DISPATCH SERVICE, OR A LIFESAVING SOLUTION FOR PEOPLE AT RISK IN THE PROTECTED PROPERTY OR OTHERWISE. PLEASE DO NOT CONTACT CUSTOMER SERVICE OR ANY CUSTOMER CARE AND SUPPORT OFFERED BY DEEP SENTINEL WITH ANY LIFE/SAFETY EMERGENCY, MEDICAL EMERGENCY, OR ANY OTHER EMERGENCY. IF YOU HAVE ANY SUCH EMERGENCY, YOU SHOULD IMMEDIATELY CONTACT THE POLICE, FIRE DEPARTMENT, 911 OR APPROPRIATE EMERGENCY RESPONSE SERVICE
- Technical Issues: Deep Sentinel will use commercially reasonable efforts to support You in resolving any technical issues and/or complaint during Deep Sentinel business hours as advertised on Deep Sentinel’s website. Such support may be provided via Deep Sentinel Apps, Phone, or Email.
- Installer Support: If You has purchased Deep Sentinel Products or Services through an Installer, then Installer will be responsible for providing initial support to You related to all Deep Sentinel Products (including installation, wiring, network configuration, camera layout and hardware configuration) while Deep Sentinel will be responsible for any support to You related to all Deep Sentinel Services.
- Third Party Hardware Support: If You or Installer are using 3rd Party Hardware to deliver Deep Sentinel Services, You or Installer as appropriate assume sole responsibility for ensuring such hardware is compatible with Deep Sentinel Services; for configuring such hardware to work with Deep Sentinel Products and Services; maintaining such hardware; and for ensuring such hardware is in good functioning condition working effectively with Deep Sentinel Services. Notwithstanding the foregoing, Deep Sentinel will provide a list of “Certified” hardware in writing and on its website identifying specific brands and SKU’s of products that Deep Sentinel will provide support in configuring such hardware including providing website, phone and email support with the configuration settings compatible with Deep Sentinel. Any deviation from such settings releases Deep Sentinel from any expectation of support.
VI. YOUR RESPONSIBILITIES
- Appropriate Use: You shall be responsible for all uses of the Services by its Users regardless of whether such use is authorized or not by the You or Deep Sentinel. You agree that it will not access or use the Services for any purpose other than the purposes contemplated herein. In particular:
a. You will not reproduce, publish, or distribute content in connection with the Services that infringes any third party’s trademark, copyright, patent, trade secret, publicity, privacy, or other personal or proprietary right;
b. You will comply with all applicable laws;
c. You will not: (a) abuse or misuse the Services, including gaining, facilitating or attempting to gain unauthorized access to the Services; altering or destroying information in the programs except in accordance with accepted practices; or (b) use the Services in any manner that violates this Agreement. d. Residential Property Restrictions: Applicable when the Protected Property is a residential single-family property.
i. At no time and in no way should Deep Sentinel Services be used on public spaces, public walkways or public streets.
ii. With the exception of “non-living spaces” such as unfinished basements, garages and sheds, at no time and in no way should Deep Sentinel Services be used indoors.
e. Business Property Restrictions:
i. Deep Sentinel Services should not be used on public spaces, public walkways or public streets unless such Services are configured with Business Hours in the Apps.
- Equipment and Access: You shall be solely responsible for: (i) procuring, at its expense, the necessary environment at the Your location(s) including, without limitation, all computer hardware, software and equipment, Internet access and telecommunications services including any redundant or backup systems for same (collectively, the “You Systems”); (ii) complying with all laws, rules and regulations related to the Your use of its You Systems and the licensed Services hereunder; (iii) keeping its username and password secret and confidential, and, for any communications or transactions that are made, using the same; and (iv) changing its username and password if it believes that the same has been stolen or might otherwise be misused.
- Authorized Users: You acknowledges and agrees that You is solely responsible for ensuring that each Authorized User is aware of the material terms of this agreement, and that no person who is not an Authorized User be allowed access to the Services and/or software, Updates, and other documentation, materials and information provided through or as part of this Agreement (“Deep Sentinel Materials”).
- Permits and Registration: Some local governments have various permit or registration requirements for use of the Products or Services. Without the required permit or registration, emergency responders may not respond to requests from a third-party monitoring provider for emergency dispatch, and/or fines and penalties may be levied against You by the applicable local government. You understand and agrees that You is solely responsible for obtaining, maintaining and renewing any permit or registration that may be required by Your local government for the use of the Services. Further, You agree to be solely responsible for any fines and penalties that may be assessed against You arising from Your failure to obtain, maintain and renew any applicable permits or registrations. You are responsible for making sure the disclaimer stickers provided by Deep Sentinel are posted and clearly able to be seen by person(s) on or about the Protected Property.
- Audio Recording Compliance: The Services provide a feature that allows You to record individual conversations and/or upload recorded conversations. The laws regarding the notice and notification requirements of such recorded conversations vary from state to state. You (or Installer if applicable) are responsible for applying the local laws in the relevant jurisdiction when using this feature.
- Product Placement: It is Your responsibility to install and use the Products and Services pursuant to the applicable instructions, support documentation and instructions from Deep Sentinel Employees. IF A PRODUCT IS NOT PROPERLY INSTALLED, OR IF A PRODUCT OR ANY OF ITS SENSORS ARE OUTSIDE THE DETECTION RANGE OR HINDERED OR OBSTRUCTED BY WALLS, FURNITURE, PERSONAL PROPERTY OR OTHER THINGS OR OTHERWISE USED BEYOND A PRODUCT’S SPECIFICATIONS, YOU MAY EXPERIENCE FALSE ALARMS OR DETECTION FAILURES. It is Your responsibility (and Installer’s responsibility if applicable) to test the Products once installed per the instructions provided in the Mobile App to be sure the Products (and any related sensors, components and peripherals) are functioning and communicating as intended and designed, and then regularly test and maintain the Products after installation. You further understand that You (or Installer if applicable) are responsible for selecting the appropriate locations of cameras and sensors, and following the Deep Sentinel guidelines and rules for placement as provided in the Mobile App, and instructions and videos from the Deep Sentinel customer support site. Such guidelines and rules include ensuring that the cameras are not pointed at other people’s property or public streets or sidewalks, for example, where such everyday motions and activities would set off unnecessary recording, drain equipment batteries and inappropriately impact monitoring; and that only the areas visible to a Deep Sentinel camera and/or sensor (“Field of View”) can be monitored for criminal activity by LiveSentinel Services. Further, not all of the region of a Field of View can be monitored, for example if a criminal walks into a Field of View, but only 1 pixel is visible of the criminal, Deep Sentinel cannot identify the criminal or the potential criminal behavior. In addition, the focus of the Field of View must be limited to Your own personal property.
- Product Maintenance: It is Your responsibility to maintain Products. Such maintenance includes replacing any batteries for the Products, when necessary and when notified by Deep Sentinel either via electronic communication or through the Mobile App. YOU UNDERSTAND AND AGREES THAT THE PRODUCTS WILL NOT FUNCTION OR PROPERLY FUNCTION IF PRODUCTS ARE NOT MAINTANIED; OR IF BATTERIES NEED REPLACEMENT; PLEASE REPLACE THEM AS SOON AS NOTIFIED TO DO SO.
- Derivatives and Prohibitions: You understands that it is prohibited from, and agrees not to: (i) modify, make derivative works of, disassemble, reverse compile, reverse engineer or otherwise attempt to obtain the source code or underlying ideas or information of or relating to any part of the Services or Products; (ii) access the Services or Products in order to build a similar or competitive service or product; (iii) except as expressly stated herein, no part of the Services or Products may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means; (iv) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer or communication network, computer, handheld mobile device, data, the Services, the Products, the Product Software, or any other system, device or property; (v) interfere with, disrupt, or attempt to gain unauthorized access to, the servers or networks connected to the Services or violate the regulations, policies, or procedures of such networks; (vi) access (or attempt to access) any of the Services by means other than through the interface that is provided by Deep Sentinel; (vii) impersonate another person or otherwise misrepresent Your affiliation with a person or entity, steal or assume a person’s identity (whether a real identity or nickname or alias), conduct fraud, hide or attempt to hide Your identity; (viii) interfere with the proper working of the Services; (ix) access any content on the Services through any technology or means other than those provided or authorized by the Services; (x) bypass the measures Deep Sentinel may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein; and (xi) you agree not to remove, obscure or alter any proprietary rights notices (including copyrights and trademark notices) which may be contained in or displayed in connection with the Services or Products.
VII. TERM AND TERMINATION
- Term: This Agreement will remain in full force and effect for the Subscription Services Term of any Order Form and/or so long as you continue to access or use the Services or Products, or until terminated in accordance with the provisions herein.
- Suspension of Access: Deep Sentinel has the right to deny access to, and to suspend or terminate your access to the Services, or to any features or portions of such, and to remove and discard any data, content or materials you have submitted, at any time and for any reason, including for any violation by you of this Agreement. In the event that we suspend or terminate your access to and/or use of the Services due to a violation of this agreement by you, you will continue to be bound by the terms herein. Deep Sentinel’s election to suspend the Services shall not waive or affect Deep Sentinel’s rights to terminate this Agreement as provided herein.
a. Either You or Deep Sentinel may terminate the Agreement upon written notice to the other Parties if the other Party materially breaches the Agreement and such breach is not cured within thirty (30) days after the non-breaching Party provides notice of the breach.
b. Notwithstanding anything to the contrary in this Agreement, Deep Sentinel may immediately terminate, suspend, or amend this Agreement, without liability: (a) to comply with any order issued or proposed to be issued by any governmental agency; (b) to comply with any provision of law; or (c) if performance of any term of this Agreement by either Party would cause it to be in violation of law.
c. Deep Sentinel shall also have the right to immediately terminate this Agreement if the You discontinues business, or becomes insolvent, or if any action relating to the bankruptcy or insolvency of the You is instituted.
- Effects and Requirements Upon Termination: This Agreement and the rights granted are effective until terminated.
a. Upon the effective date of termination of this Agreement, for any reason, You shall promptly:
i. Immediately render all sums and payments for all Fees due and owing to Deep Sentinel for the balance of the Term;
b. The foregoing rights and remedies of Deep Sentinel shall be cumulative without limiting any other additional rights and remedies available to Deep Sentinel at law, in equity or otherwise. If this Agreement is terminated for any reason, the Your rights arising under the Agreement shall terminate with immediate effect but the obligations of You and Installer that by their nature are meant to survive (i.e. unpaid Fees), shall survive such termination.
- Fees. As compensation for the Services, You agree to pay the licensing fee, as well as any other fees for Products and Services as may be set forth and agreed upon in the applicable Order Form (the “Fees”). If You terminate the Services prior to the end of the then-current Term or Deep Sentinel terminates the Services as a result of a breach of this Agreement, You will still be responsible for the Fees for the full Term and will not be entitled to a refund.
- Billing. Unless otherwise explicitly agreed to, the first month’s payment of monthly Fees shall be due upon the Effective Date and future monthly Fees shall be paid in advance on the first of the month. Unless Your Service is activated on the first of the month, the first month’s Fees shall be due on a pro-rata basis, calculated based on a thirty-day month, and You will also pre-pay for the following month at such time. All other Fees due from You to Deep Sentinel shall be paid in advance.
- Late or Non-Payment: If You fails to pay Deep Sentinel within five (5) business days from the date payment is due, then Deep Sentinel may, without limiting and in addition to its other available remedies, assess a late payment charge at the rate of two percent (2.0%) per month or the maximum rate allowed by applicable law, whichever is the lesser. In the event You fails to make a payment, You will be responsible for all reasonable expenses (including attorneys’ and collection agency fees) incurred by Deep Sentinel in collecting such amounts.a. For the purpose of clarity and in addition to all other remedies herein, You understand that in the event of late or non-payment, Your account may be placed with an external collection agency.
b. You agrees that Deep Sentinel and any designated external collection agency are authorized to (i) contact You by telephone at the telephone number(s) you provide, including wireless telephone numbers, which could result in charges to you, (ii) contact You by sending text messages (message and data rates may apply) or emails, using any email address You has provided and (iii) methods of contact may include using pre-recorded/artificial voice message and/or use of an automatic dialing device, as applicable.
- Suspension: If You or Installer (as appropriate) fails to pay Deep Sentinel within five (5) business days from the date payment is due, then Deep Sentinel may, without limiting and in addition to its other available remedies, suspend access to Products and/or Services. You understand that Deep Sentinel will not provide any Services during such suspension and Your property among other things will be exposed to additional risks. Such suspension does not alleviate You or Installer of any obligations contained herein.
- No Refunds. You acknowledge and agrees that there shall be no refunds under this Agreement for any reason. In case You request early termination for any reason whatsoever, You or Installer (as appropriate) shall still be liable for all Fees due for the entire Term. The Fees cover all costs that Deep Sentinel incurred for the creation and functioning of Your Account for the agreed upon term hereof, and other expenses related thereto.
- Taxes. You or Installer (as appropriate will be responsible for, and agrees to pay, all taxes imposed by the United States, any state or local government, or other taxing authority, on all goods and/or services provided under this Agreement. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction.
- Product Intellectual Property: You acknowledges that all intellectual property rights, including without limitation copyrights, patents, trademarks, and trade secrets, in the Products, Product Software, and Services (i.e., the Sites, Web Apps, and Mobile Apps) are owned by Deep Sentinel or its affiliates or our licensors. Your possession, access, and use of the Products, Product Software, and Services do not transfer to You or any third party any rights, title, or interest in or to such intellectual property rights. Deep Sentinel and its affiliates and licensors and suppliers reserve all rights not explicitly granted herein. The Services are licensed to you, not sold.
- Content: You may not use the content of the Services in any public or commercial way, nor may You copy or incorporate any of the content of the Services into any other work, including Your own website without the written consent of Deep Sentinel. You must have a license from Deep Sentinel before You can post or redistribute any portion of the Services. Other than with respect to User Submissions, Deep Sentinel retains full and complete title to all content on the Services, including any downloadable software and all data that accompanies it. You must not copy, modify or in any way reproduce or damage the structure or presentation of the Services or any content therein.
- Feedback. You may choose to, or Deep Sentinel may invite You to submit comments, suggestions, or ideas about the Products or Services, including how to improve the Products or Services (“Ideas”). By submitting any Ideas, You agrees that any submissions are voluntary, gratuitous, unsolicited, and without restriction and will not place Deep Sentinel under any fiduciary or other obligation. Deep Sentinel may use, copy, modify, publish, or redistribute the submission and its contents for any purpose and in any way without any compensation to You. You also agree that Deep Sentinel does not waive any rights to use similar or related ideas previously known to Deep Sentinel, developed by its employees, or obtained from other sources.
- User Submissions. You hereby grants Deep Sentinel a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable and transferable right to access, display, or otherwise use User content, data, information or other submissions uploaded, recorded, provided to and through the Services (including all related intellectual property rights) (“User Submissions”) solely in connection with providing You and Your Users the Services and as directed by You or Your User. You also grant each User of the Services a non-exclusive license to access and use User Submissions as permitted through the functionality of the Services. Furthermore, You understands that Deep Sentinel retains the right to reformat, modify, create derivative works of, excerpt, and translate any User Submissions. For clarity, the foregoing license grant to Deep Sentinel does not affect your ownership of or right to grant additional licenses to the material in Your User Submissions, unless otherwise agreed in writing.
- Mutual Non-Disclosure: During the term of this Agreement, each Party may disclose to the other Party certain information (either oral, written or digital) including, but not limited to, data, research, product plans, products, services, pricing, customer lists, mailing lists, marketing plans, opportunities, trade secrets, markets, software, developments, inventions, processes, designs, drawings, engineering, technical data, know-how, hardware configuration information, marketing or financial data (collectively, “Confidential Information”). Confidential Information shall also include the terms of this Agreement. For purposes of this Agreement, the Party disclosing the Confidential Information shall be referred to as the “Disclosing Party” and the Party receiving the Confidential Information shall be the “Recipient.” Recipient agrees to use at least the same degree of care, but not less than reasonable care, to prevent disclosure of Confidential Information to third parties as Recipient would use to protect its own Confidential Information. Recipient shall not disclose to any third Party, nor permit any other person or entity access to the Disclosing Party’s Confidential Information, except as required by an employee, agent, officer, director, partner, or representative of such Party in order to perform the obligations or exercise rights under this Agreement. Each Party shall ensure that its employees, agents, officers, directors, partners, or representatives are advised of the confidential nature of the Confidential Information and are precluded by contract or other legal obligation from taking any action prohibited under this Section. A Party shall immediately notify the other Party in writing of all circumstances surrounding any possession, use, or knowledge of Confidential Information by any person or entity other than those authorized by this Agreement. Each Party agrees that Confidential Information shall be used for the sole purpose of performing its obligations or exercising its rights under this Agreement.
- Confidential Information: The term “Confidential Information” shall not include any information which: (a) at the time of the disclosure or thereafter is or becomes generally available to the public other than as a result of its disclosure by the Recipient in violation of this Agreement, (b) was or becomes available to the Recipient on a non-confidential basis from a source other than the Disclosing Party, (c) is independently developed by the Recipient without the use of any Confidential Information, or (d) was in the possession of the Recipient prior to being disclosed to the Recipient by the Disclosing Party.
- Termination: Upon termination of this Agreement, Recipient shall, upon the request of the Disclosing Party, return or destroy all Confidential Information of the Disclosing Party. Notwithstanding the foregoing, the Recipient may retain one (1) copy of all Confidential Information for legal and compliance purposes provided it maintains such copy in accordance with this Agreement and ceases using such data for business purposes. In the case of destruction, the Recipient shall certify in writing such destruction to the Disclosing Party within ten (10) days following written request for such certification.
- Compliance: Recipient may disclose the Disclosing Party’s Confidential Information upon the order of any competent court or government agency. Prior to any such disclosure the Recipient shall, to the extent that doing so would not prejudice the Recipient or subject the Recipient to a fine or penalty, inform the Disclosing Party of such order and afford the Disclosing Party the opportunity to contest such disclosure.
- Enforcement: Each Party agrees that its obligations in this Section are necessary and reasonable in order to protect the Disclosing Party and its business, and each Party agrees that the remedy of damages would be inadequate to compensate the Disclosing Party for any breach by the Recipient of its obligations set out under this Section. Accordingly, each Party agrees that, in addition to any other remedies that may be available, the Disclosing Party shall be entitled to seek injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by the Recipient, without limiting any other rights and remedies to which the Disclosing Party may be entitled to at law, in equity or under this Agreement.
XI. THIRD PARTY LICENSES
The Services may be incorporated into, and may incorporate, technology, software and services owned and controlled by third parties (“Other Applications”). You and Your Users’ use of such Other Applications is subject to the terms and conditions of the applicable third-party license agreements, including compliance with all terms, rules and policies with respect thereto. Under no circumstances will Deep Sentinel be liable in any way for Other Applications, including any inability or failure to enable access to the Deep Sentinel’s Services through the Other Applications and vice versa.
XII. REPRESENTATIONS AND WARRANTIES
- Mutual: Each party represents and warrants that: (a) it has full power and authority to enter into and perform this Agreement; (b) execution of this Agreement by such Party, and the performance by such Party of its obligations and duties hereunder, do not and will not violate any agreement to which such Party is a Party or by which it is otherwise bound; and (c) that it will perform its obligations or exercise its rights hereunder in conformance with all applicable laws, rules, regulations and guidelines.
- Deep Sentinel: Deep Sentinel further represents and warrants that Deep Sentinel will provide the Services in a professional and workmanlike manner and in accordance with all reasonable professional standards for such Services.
- You: You further represents, warrants and agrees to not contribute any content or otherwise use the Services or Products in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party; (ii) violates any law, statute, ordinance or regulation or is otherwise illegal; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (iv) (v) jeopardizes the security of your Deep Sentinel Account or anyone else’s Account (such as allowing someone else to log in to the Services as you); (vi) attempts, in any manner, to obtain or access the password, account, products, devices, systems, or other security information from any other user or third party; (vii) violates the security of any computer network, or cracks any passwords or security encryption codes; (viii) runs Maillist, Listserv, or any form of auto-responder or “spam” on the Services, or any processes that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure); (ix) copies or stores any significant portion of the content; (x) denigrates or disrupts any network capacity or functionality; or (xi) engages in remote monitoring to provide professional medical care for any individual, including without limitation, in any health care and assisted living environment.
- User Submission Rights: In addition, You represents and warrants that You owns or has sufficient rights in and to the User Submissions that You submits through the Services to grant the licenses set forth in this Agreement with respect to such User Submissions, that any use by Deep Sentinel of such User Submissions as contemplated in this Agreement will not infringe on the rights of any third party or violate any applicable laws or regulations, and that such content shall not (a) violate any laws or regulations or any rights of any third parties; (b) contain any material that is unlawful, fraudulent, threatening, defamatory, obscene, profane or hateful or (c) contain any disabling codes or instructions, or any viruses, worms, Trojan horses or other contaminants.
- Local Data Protection and Privacy Compliance: Data protection and privacy laws in Your location govern the use of some types of monitoring and may impose certain responsibilities on You and Your use of the Products and Services. It may, for example, be an offense in Your jurisdiction to record other individuals without their prior written consent. You agrees that You (and not Deep Sentinel) is responsible for ensuring that You complies with any applicable laws when You uses the Products and Services, including but not limited to (i) any laws relating to the recording or sharing of video or audio content that includes third parties, or (ii) any laws requiring notice to or consent of third parties with respect to Your use of Deep Sentinel cameras. You hereby represent and warrant that You will check all state, federal and local laws before installing the Products and using the Services. By using the Products and/or Services, You are representing and warranting that You will do so in a lawful manner only. You and Your Users have the capability to turn off the audio components of the Products and Services and agree to do so if required by applicable law.
- EXCEPT AS OTHERWISE EXPLICITLY STATED HEREIN, YOU UNDERSTANDS AND AGREES THAT THE DEEP SENTINEL MATERIALS AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS ONLY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, CONDITIONS, REPRESENTATIONS ARE EXCLUDED BY DEEP SENTINEL. FURTHERMORE, AND WITHOUT LIMITATION, DEEP SENTINEL DOES NOT WARRANT THAT: A) THE FUNCTION OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, RELIABLE OR ERROR-FREE; B) DEFECTS WILL BE CORRECTED, C) THE SERVICES WILL MEET YOUR REQUIREMENTS; (D) THE SERVICES WILL BE COMPATIBLE WITH YOUR SYSTEMS, COMPUTERS OR MOBILE DEVICES; OR E) THE USE OF THE SERVICES WILL RESULT IN ANY PARTICULAR RESULTS. YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL ACTS OR OMISSIONS TAKEN OR MADE IN RELIANCE ON THE SERVICES OR THE INFORMATION CONTAINED THEREIN, INCLUDING INACCURATE OR INCOMPLETE INFORMATION. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DEEP SENTINEL OR THOUGH THE SERVICES SHALL CREATE ANY WARRANTY.
- YOU UNDERSTAND AND AGREE THAT SOME OF THE PRODUCTS AND SERVICES ARE NOTIFICATION, SIGNALING AND DETECTION PRODUCTS AND SERVICES. THOSE PRODUCTS AND SERVICES DO NOT ELIMINATE OCCURRENCES OF EVENTS, SUCH AS FIRES, FLOODS, BURGLARIES, ROBBERIES, AND MEDICAL ISSUES. FURTHER, YOU UNDERSTAND AND AGREE THAT THOSE PRODUCTS AND SERVICES MAY NOT AVERT OR MINIMIZE SUCH OCCURRENCES OF EVENTS, OR THEIR CONSEQUENCES, AND, THEREFORE, DEEP SENTINEL MAKES NO EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION (INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE) THAT THOSE PRODUCTS AND SERVICES WILL SO AVERT OR MINIMIZE SUCH OCCURRENCES OF EVENTS, OR THEIR CONSEQUENCES. YOU UNDERSTANDS AND AGREES THAT THE PRODUCTS ARE NOT DESIGNED AND MANUFACTURED TO COMPLY WITH ANY CP-01 ANSI STANDARD OR OTHER SIMILAR FALSE ALARM REDUCTION STANDARD OR ORDINANCE THAT MAY BE REQUIRED OR RECOMMENDED BY YOUR STATE OR LOCAL GOVERNMENT.
- DEEP SENTINEL DOES NOT ASSUME ANY LIABILITY FOR THE FAILURE TO STORE OR MAINTAIN ANY USER SUBMISSIONS, COMMUNICATIONS, OR PERSONAL SETTINGS.
- DEEP SENTINEL CARES ABOUT AND TAKES VERY SERIOUSLY THE INTEGRITY AND SECURITY OF YOUR PERSONAL INFORMATION. YOU TAKE COMMERCIALLY REASONABLE ADMINISTRATIVE, PHYSICAL AND ELECTRONIC MEASURES DESIGNED TO SAFEGUARD AND PROTECT THE SERVICES, USER SUBMISSIONS AND CONTENT THEREIN FROM UNAUTHORIZED ACCESS, USE, MODIFICATION, DELETION AND/OR DISCLOSURE BY DEEP SENTINEL PERSONNEL. HOWEVER, DEEP SENTINEL CANNOT GUARANTEE THAT UNAUTHORIZED THIRD PARTIES WILL NEVER BE ABLE TO DEFEAT OUR SECURITY MEASURES OR USE YOUR PERSONAL INFORMATION FOR IMPROPER PURPOSES. YOU ACKNOWLEDGE THAT YOU PROVIDE YOUR PERSONAL INFORMATION AT YOUR OWN RISK.
- DEEP SENTINEL DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH OR IN CONNECTION WITH THE PRODUCTS OR SERVICES (INCLUDING, BUT NOT LIMITED TO, THIRD PARTY PRODUCTS AND SERVICES CONNECTED THROUGH THE WORKS WITH DEEP SENTINEL PLATFORM) OR ANY HYPERLINKED WEBSITE OR SERVICE, AND DEEP SENTINEL WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF SUCH PRODUCTS OR SERVICES.
- DEEP SENTINEL MAKES NO REPRESENTATIONS CONCERNING ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THE SERVICES, AND DEEP SENTINEL WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED THROUGH THE SERVICES. DEEP SENTINEL MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING SUGGESTIONS OR RECOMMENDATIONS OF SERVICES OR PRODUCTS OFFERED OR PURCHASED THROUGH THE SERVICES.
- THE SERVICES MAY PROVIDE INFORMATION REGARDING YOUR PRODUCTS (“PRODUCT INFORMATION”) OR OTHER PERIPHERALS CONNECTED TO YOUR PRODUCTS (“PRODUCT PERIPHERALS”). THE TYPE OF PRODUCT PERIPHERALS THAT MAY BE CONNECTED TO YOUR PRODUCT MAY CHANGE FROM TIME TO TIME. WITHOUT LIMITING THE GENERALITY OF THE DISCLAIMERS ABOVE, ALL PRODUCT INFORMATION IS PROVIDED FOR YOUR CONVENIENCE “AS IS”, AND “AS AVAILABLE”. DEEP SENTINEL DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT PRODUCT INFORMATION WILL BE AVAILABLE, ACCURATE, OR RELIABLE.
- WHEN INSTALLING, SETTING-UP OR USEING THE PRODUCTS AND SERVICES, YOU ARE GIVEN THE OPPORTUNITY TO CHANGE DEFAULTS OR CHOOSE PARTICULAR SETTINGS. THE CHOICES YOU MAKE CAN CAUSE NON-RECOMMENDED OR UNINTENDED OPERATION OR NON-OPERATION OF PRODUCTS AND SERVICES AND ANY CONNECTED EQUIPMENT OR SYSTEMS. YOU ASSUME ALL LIABILITY FOR ANY DAMAGES AND LOSSES CAUSED BY, OR RELATED TO, THE CHOICES YOU MAKE FOR THE PARTICULAR SETTINGS FOR THE PRODUCTS AND SERVICES, AND SETTING OR CHANGING DEFAULTS.
- DEEP SENTINEL SERVICES ARE NOT INTENDED TO BE AVAILABLE 100% OF THE TIME. THE SERVICES ARE SUBJECT TO SPORADIC INTERRUPTIONS AND FAILURES FOR A VARIETY OF REASONS BEYOND DEEP SENTINEL’S CONTROL, INCLUDING WI-FI INTERMITTENCY, SERVICE PROVIDER UPTIME, MOBILE NOTIFICATIONS AND CARRIERS, AMONG OTHERS. YOU ACKNOWLEDGES THESE LIMITATIONS AND AGREES THAT DEEP SENTINEL IS NOT RESPONSIBLE FOR ANY DAMAGES ALLEGEDLY CAUSED BY THE FAILURE OR DELAY OF THE SERVICES. YOU UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT THE PRODUCTS AND PRODUCT SOFTWARE ARE DETECTION AND NOTIFICATION PRODUCTS. THE PRODUCTS AND PRODUCT SOFTWARE DO NOT REACT TO OR ELIMINATE OCCURRENCES OF EVENTS SUCH AS, BY WAY OF EXAMPLE, FIRES, FLOODS, AND MEDICAL ISSUES, AND ARE ABSOLUTELY NOT CERTIFIED FOR EMERGENCY RESPONSE. YOU UNDERSTAND THAT THE PRODUCTS AND PRODUCT SOFTWARE ARE NOT A THIRD-PARTY MONITORED EMERGENCY NOTIFICATION SYSTEM — DEEP SENTINEL DOES NOT MONITOR EMERGENCY NOTIFICATIONS AND WILL NOT DISPATCH EMERGENCY AUTHORITIES TO YOU OR YOUR PROPERTY IN THE EVENT OF AN EMERGENCY FROM SUCH NOTIFICATIONS. IN ADDITION, THE DEEP SENTINEL CUSTOMER CARE AND SUPPORT CONTACTS CANNOT BE CONSIDERED A LIFESAVING SOLUTION FOR PEOPLE AT RISK IN THE PROTECTED PROPERTY, AND THEY ARE NO SUBSTITUTE FOR EMERGENCY SERVICES. YOU AGREE THAT YOU WILL NOT RELY ON THE SERVICES FOR ANY LIFE SAFETY OR CRITICAL PURPOSES. ALL LIFE THREATENING AND EMERGENCY EVENTS SHOULD BE DIRECTED TO THE APPROPRIATE RESPONSE SERVICES. DEEP SENTINEL CANNOT AND DOES NOT PROVIDE SPECIFIC INFORMATION ON WHAT TO DO IN AN EMERGENCY SITUATION IN YOUR PROTECTED PROPERTY OR ELSEWHERE. IT IS YOUR RESPONSIBILITY TO EDUCATE YOU AND YOUR USERS ON HOW TO RESPOND TO AN EMERGENCY AND TO RESPOND ACCORDING TO THE SPECIFICS OF THE SITUATION.
- YOU ACKNOWLEDGES THAT ALL CONTENT ACCESSED BY YOUR USING THE SERVICES IS AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS TO ANY PARTY RESULTING THEREFROM. DEEP SENTINEL CANNOT CONTROL AND HAS NO DUTY TO TAKE ANY ACTION REGARDING HOW YOU MAY INTERPRET AND USE THE CONTENT OR WHAT ACTIONS YOU MAY TAKE AS A RESULT OF HAVING BEEN EXPOSED TO THE CONTENT, AND YOU HEREBY RELEASES DEEP SENTINEL FROM ALL LIABILITY FOR YOU HAVING ACQUIRED OR NOT ACQUIRED CONTENT THROUGH THE SERVICES.
- ARTIFICIAL INTELLIGENCE IS A SPECIAL TYPE OF COMPUTER ALGORITHM THAT ADJUSTS TO SPECIFIC TYPES OF DATA. THE ALGORITHMS USED BY DEEP SENTINEL ARE EXTREMELY ACCURATE, BUT THEY ARE NOT ALWAYS 100% CORRECT AND EVENTS MAY BE MISREPORTED OR NOT REPORTED AT ALL. DEEP SENTINEL WILL CONTINUOUSLY MAKE COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN AND IMPROVE ITS ALGORITHMS. IF THE ALGORITHM DOES NOT RECOGNIZE A PARTICULAR EVENT, THE DEEP SENTINEL TEAM MAY NOT BE NOTIFIED AND MAY NOT BE ABLE TO CONTACT POLICE OR OTHER EMERGENCY SERVICES. YOU ACKNOWLEDGE AND UNDERSTAND THAT THE ALGORITHMS MAY NOT RECOGNIZE OR REPORT AN EVENT THAT OCCURS AT YOUR PROTECTED PROPERTY AND/OR MAY MISINTERPRET THE SPECIFICS OF THE SITUATION.
- THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
- To the fullest extent permitted by applicable law, You agrees to indemnify, defend, release and hold Deep Sentinel and its licensors and suppliers (collectively the “Deep Sentinel Parties”) harmless from and against (i) all claims, actions, lawsuits and any other legal action brought by any third party against any of the Deep Sentinel Parties arising from or relating to (a) Your use and each User’s use of the products or services, (b) Your or Your Users’ violation of this Agreement, (c) any User Submissions or feedback You provides; or (d) You or Your Users’ violation of any law or the rights of any third-party (collectively “Third Party Actions”) ; and (ii) any and all related losses, damages, settlements and judgments (including payment of the Deep Sentinel Parties’ attorneys’ fees and costs) incurred by any of the Deep Sentinel Parties, assessed or found against any of the Deep Sentinel Parties, or made by any of the Deep Sentinel Parties, relating to or arising from any such third party action (“Third Party Related Losses”). You understands and agrees that its indemnification obligation to the Deep Sentinel Parties applies even if such Third Party Action and Third Party Related Losses arise from the negligence of any kind or degree, breach of contract or warranty, strict liability, non-compliance with applicable law, or other fault or wrongdoing of any of the Deep Sentinel Parties. however, nothing contained herein shall be construed to require any indemnification which would render or make this clause, in whole or in part, void and/or unenforceable under applicable law. Further, Your indemnification obligation shall not apply to any willful, wanton, intentional or reckless misconduct of the Deep Sentinel Parties, or gross negligence of the Deep Sentinel Parties in those states that do not permit indemnification for gross negligence. “Third Party” is defined herein to include, among others, an authorized or unauthorized User, a spouse, partner, family member, guest, neighbor, tenant, employee or insurance company. Deep Sentinel reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You is required to indemnify Deep Sentinel and You agrees to cooperate with Deep Sentinel’s defense of such claims. You agree not to settle any such claim without Deep Sentinel’s prior written consent, which shall not be unreasonably withheld or delayed. Deep Sentinel will use reasonable efforts to notify You of any such claim, action or proceeding upon becoming aware of it.
XV. LIMITATION OF LIABILITY
- IF YOU ARE DISSATISFIED WITH THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, IT IS EXPRESSLY AGREED THAT IN NO EVENT SHALL DEEP SENTINEL, OR ANY OFFICERS, DIRECTORS, STOCKHOLDERS, AGENTS, AND EMPLOYEES, BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUES, LOSS OF USE, OR LOSS OF INFORMATION OR DATA, WHETHER A CLAIM FOR ANY SUCH LIABILITY OR DAMAGES IS PREMISED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EVEN IF DEEP SENTINEL HAS BEEN APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING.
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, DEEP SENTINEL’S AGGREGATE LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF THEORY OF LIABILITY, SHALL BE LIMITED TO THE AGGREGATE FEES ACTUALLY PAID BY YOU UNDER THIS AGREEMENT FOR THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM.
- DEEP SENTINEL DISCLAIMS ALL LIABILITY OF ANY KIND OF DEEP SENTINEL’S LICENSORS AND SUPPLIERS. UNDER NO CIRCUMSTANCES WILL DEEP SENTINEL BE LIABLE FOR ISSUES WITH OR ARISING OUT OF: (A) THIRD PARTY PRODUCTS OR SERVICES, (B) YOUR COMPUTER, MOBILE DEVICE, PROTECTED PROPERTY WIRING, PROTECTED PROPERTY WI-FI NETWORK, BLUETOOTH CONNECTION, AND OTHER RELATED EQUIPMENT (“EQUIPMENT”), (C) YOUR INTERNET SERVICE PROVIDER (“ISP”), (D) YOUR MOBILE DEVICE CARRIER (“CARRIER”).
- UNDER NO CIRCUMSTANCES WILL DEEP SENTINEL BE LIABLE IN ANY WAY FOR ANY CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED REGARDING USE OF OR EXPOSURE TO ANY CONTENT POSTED, EMAILED, ACCESSED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.
- YOU UNDERSTAND AND AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY EVEN IF DEEP SENTINEL IS FOUND LIABLE FOR ANY LOSS OR DAMAGE DUE TO BREACH OF CONTRACT, BREACH OF EXPRESS OR IMPLIED OR LIMITED WARRANTY, NEGLIGENCE OF ANY KIND OR DEGREE, STRICT PRODUCT LIABILITY, SUBROGATION, INDEMNIFICATION OR CONTRIBUTION, OR ANY OTHER THEORY OF LIABILITY.
- BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS OR LIMITATIONS OF LIABILITY, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
- Independent Contractor. The Parties to the Agreement are independent contractors and nothing in the Agreement shall be deemed to make either Party an agent, employee, or partner of the other Party. Neither Party shall have any authority to bind, commit, or otherwise obligate the other Party in any manner whatsoever.
- Non-exclusivity. This is a non-exclusive arrangement, and Deep Sentinel may provide or offer its services freely at any time to any other client or business.
- Insurance. You are solely responsible for procuring and maintaining for yourself and your Users all insurance coverages as appropriate. To the fullest extent permitted by applicable law and the applicable policy or policies of insurance You obtain and maintain, You release Deep Sentinel and its licensors and suppliers from all liability for any loss, occurrence, event or condition covered by Your insurance.
- Publicity. Other than as explicitly stated herein, neither party shall use the other party’s names, symbols, trademarks, or other marks without the other party’s prior written consent. Deep Sentinel may publicly refer to You as a client of Deep Sentinel, including on Deep Sentinel’s website and in sales presentations. Similarly, You may publicly refer to yourself as a client of Deep Sentinel.
- Entire Agreement. This Agreement constitutes the entire agreement between the Parties as to its subject matter, and supersedes all previous and contemporaneous agreements, proposals or representations, written or oral, concerning the subject matter of this Agreement. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the Parties prior to this Agreement except as expressly stated in this Agreement.
- Governing Law and Dispute Resolution. This Agreement will be governed by and construed in accordance with the laws of the State of California without giving effect to any choice or conflict of law provision or rule. For any dispute, the Parties agree to first attempt to resolve the dispute informally. In the event that the Parties are unable to resolve a dispute after sixty (60) days, the parties agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief which may be brought in federal or state courts situated in Alameda County, Pleasanton) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration under the Optional Expedited Arbitration Procedures then in effect for the American Arbitration Association (“AAA”). AAA may be contacted at www.adr.org or by calling 1-800-778-7879. The arbitration will be conducted in Alameda County, California, unless the Parties agree otherwise. The arbitrator, witness, party representative, counsel, expert or staff may participate by video conference where such participant (when participating) can be heard and seen (i.e., Zoom). Each Party will be responsible for paying its applicable AAA filing, administrative and arbitrator fees in accordance with AAA rules. Nothing in this Section shall be deemed as preventing a Party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of its confidential information, intellectual property rights or other proprietary rights. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the fullest extent permitted by applicable law, You agrees that it may bring claims against Deep Sentinel only in its individual capacity, and not as a plaintiff or class member in any purported class, representative, or private attorney general proceeding. Further, unless all affected parties agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. If a court decides that applicable law precludes enforcement of any of this subsection’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
- Expenses and Attorneys’ Fees. In the event any action is brought to enforce any provision of the Agreement or any Order Form or to declare a breach of the Agreement, the prevailing party shall be entitled to recover, in addition to any other amounts awarded, reasonable legal and other related costs and expenses, including attorney’s fees, incurred thereby.
- Modifications and Waivers. Deep Sentinel reserves the right to make changes to the EULA terms. Continued use of the Services and Products following notice of such changes shall indicate Authorized Users’ acknowledgment of such changes and agreement to be bound by the revised EULA. This Agreement may not be modified except by a writing signed by authorized representatives of both Parties. A waiver by any Party of its rights under this Agreement shall not be binding unless contained in a writing signed by an authorized representative of the Party waiving its rights. The non-enforcement or waiver of any provision on any occasion shall not constitute a waiver of such provision on any other occasions unless expressly so agreed in writing. It is agreed that no usage of trade or other regular practice or method of dealing between or among the Parties to this Agreement shall be used to modify, interpret, supplement, or alter in any manner the terms of this Agreement.
- Severability. It is understood and agreed by the Parties to this Agreement that it is their intention that if a court of competent jurisdiction shall determine that any of the terms of this Agreement are invalid or otherwise unenforceable, that such court shall substitute terms with such terms as the court determines are enforceable, so as to result in the enforcement of the original terms to the maximum extent permitted by law.
Notices. Any notices or communication under this Agreement shall be in writing and given by electronic mail. The Parties agree that all terms and conditions, agreements, notices, disclosures, and other communications that are provided electronically satisfy any legal requirement that such communications would satisfy if they were otherwise mailed. All notices shall be effective upon the day following sending by electronic mail. Each Party may change its email address for receipt of notice by giving notice of such change to the other Party. The official email address for such notices will be email@example.com for Deep Sentinel and the You email in the Order Form.
10. No Third-Party Beneficiaries. Nothing express or implied in this Agreement is intended to confer, nor shall confer, upon any person or entity other than the Parties, their licensors, and their respective successors or assigns any rights, remedies, obligations, or liabilities whatsoever.
11. Export Control Law. The Services, and any software or documentation delivered to You under this Agreement are subject to export control laws and regulations and may also be subject to import and export laws of the jurisdiction in which it was accessed, used, or obtained, if outside those jurisdictions. You agreed that it shall abide by all applicable export control laws, rules, and regulations applicable to the Services, software and documentation. You represents and warrants that it is not located in or under the control of or a resident of any country, person, or entity prohibited to receive the Services, software or documentation due to export restrictions and that You will not export, re-export, transfer, or permit the use of the Services, software or documentation, in whole or in part, to or in any of such countries or to any of such persons or entities.
12. Government Use. Deep Sentinel’s Services, software and documentation, as applicable, were developed exclusively at private expense and are a “commercial item” as defined in Federal Acquisition Regulation (“FAR”) 2.101, and any supplement is provided with no greater than RESTRICTED RIGHTS. Such Services, software and documentation, and related items consist of “commercial computer software,” “commercial computer software documentation,” and commercial technical data as defined in the applicable acquisition regulations, including FAR 2.101 and FAR Part 12. Use, duplication, release, modification, transfer, or disclosure (“Use”) of the Services, software and documentation are restricted by this Agreement and in accordance with Defense Federal Acquisition Regulation Supplement (“DFARS”) Section 227.7202 and FAR Section 12.212, and the Services, software and documentation are licensed (i) only as commercial items; and (ii) with only the rights granted to commercial Users pursuant to this Agreement. Such Use is further restricted by FAR 52.227-14, 252.227-7015, or similar acquisition regulations, as applicable and amended. Except as described herein, all other Use is prohibited. This Section is in lieu of, and supersedes, any other FAR, DFARS, or other clause addressing government rights under this Agreement or any other contract under which the Services, software or documentation is acquired or licensed.
13. Interpretation. Section headings are for reference only, and shall not be construed as substantive parts of this Agreement. Each capitalized term used in this Agreement shall have the meaning attributed to it in any part of this Agreement.
14. Survival. The provisions of this Agreement that by their nature contemplate survival of this Agreement shall survive any termination or expiration of this Agreement.
15. Force Majeure. Neither Party shall be liable to the other Party for any delay or failure of said Party to perform its obligations hereunder (except for payment obligations) if such delay or failure arises from any cause or causes beyond the reasonable control of such Party. Such causes shall include, but are not limited to, acts of God, floods, fires, loss of electricity or other utilities, or delays by either Party in providing required resources or support or performing any other requirements hereunder.
16. Assignment. You may not assign or transfer this Agreement, or its rights and obligations herein, without Deep Sentinel’s prior written consent, and any attempted assignment or transfer in violation of the foregoing will be null and void. The terms of this Agreement will be binding upon the Parties and their respective successors and permitted assigns. If You transfers a Product to a new owner, Your right to use the Services with respect to that Product automatically terminates, and the new owner will have no right to use the Product or Services under Your Account and will need to register for a separate Account with Deep Sentinel and sign a separate agreement.
17. Advice of Counsel & Authority. Each Party acknowledges: (a) having fully read this Agreement in its entirety; (b) having had full opportunity to study and review this Agreement; (c) having been advised that counsel for us has acted solely on our behalf in connection with the negotiation, preparation, and execution of this Agreement; (d) having been advised that all Parties have the right to consult and should consult independent counsel respecting their rights and duties under this Agreement; and (e) having had access to all such information as has been requested. The individuals, corporations or entities entering into this Agreement represent and warrant that they are competent and capable of entering into a binding contract, and that they are authorized to enter into this Agreement on behalf of the Parties.
18. Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument. A manually or electronically signed copy of this Agreement or any Order Form delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of the Agreement or the Order Form.
EXHIBIT A: Service Levels for Residential Properties
EXHIBIT B: Service Levels for Business Properties