Please note the following preliminary terms, which use some of the definitions set out in paragraph 1 below:
This Agreement: This End User License Agreement (the Agreement), and any new versions, between Tend Insights Inc. (Tend) and You, covers all Your use of the iSecurity+ intelligent cloud video services (the iSecurity+ Services) by You or by third parties acting on your behalf. In order to use the iSecurity+ Services, You must first accept this Agreement by clicking on the ACCEPT button or similar buttons or links as may be designated by Tend. Your use of the iSecurity+ Services shall be treated by Tend as Your ratification and acceptance of the Agreement terms. You acknowledge and agree that by accepting this Agreement you are entering into a legally binding contract
Additional Terms: This Agreement is in addition to the End User License Agreement that governs your use of the Tend Software and related services, which remains in full force and effect. If there is any contradiction between the Tend Software EULA and this Agreement, then this Agreement shall take precedence in relation to the iSecurity+ Services. You should print or save a copy of this Agreement for your records.
Electronic Signature(s): You hereby agree to the use of electronic communications in order to enter into contracts, place orders and create other records, and to the electronic delivery of notices, policies and records of transactions initiated or completed through the iSecurity+ Services. Furthermore, You hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.
Jurisdictional Restrictions: If the law of Your jurisdiction prohibits You from using the iSecurity+ Services because You are under the age limit or because the iSecurity+ Services are not allowed in Your jurisdiction, You should not use the iSecurity+ Services.
1.1 The following terms and expressions shall have the following meanings:
Additional Terms: the terms and conditions and policies applicable to Your use of the iSecurity+ Services, in addition to this Agreement.
Affiliate: any corporation, company or other entity that directly or indirectly controls, is controlled by, or is under common control with, Tend. For the purpose of this definition, the word "control" shall mean the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting stock of the corporation, company, or other entity.
Agreement: this End User License Agreement, as may be renewed and/or amended from time to time.
Documentation: any online or other descriptive or informational content related to the iSecurity+ Services, as provided by Tend.
Effective Date: the date on which this Agreement is entered into by clicking on the ACCEPT button by You as stated above, or upon use of the iSecurity+ Services by You, whichever occurs earlier.
IP Rights: means (i) patents, pending patent applications, designs, trade marks and trade names (whether registered or unregistered), copyright and related rights, database rights, know-how and confidential information; (ii) all other intellectual property rights and similar or equivalent rights anywhere in the world which currently exist or are recognized in the future; and (iii) applications, extensions and renewals in relation to any such rights.
iSecurity+ Services: the intelligent cloud video security applications and services accessed remotely by You, including any related software downloaded to your computers or devices, provided by Tend as iSecurity+ Snapshot, iSecurity+ Pro, or other names, as well as any future versions, improvements, developments, programming fixes, updates and upgrades thereto, and any documentation therefore in any form.
iSecurity+ Website: any and all elements, functionality, contents, design, and the user interface and ‘look and feel’ of any website from which the iSecurity+ Services can be accessed or from which information about the iSecurity+ Services can be obtained.
Password: refers to a code You select, which, in combination with the User ID, gives You access to Your User Account.
Tend: refers to Tend Insights, Inc., the company established under the laws of the state of California, USA, with its address at 46567 Fremont Blvd., Fremont, California, 94538 USA.
Tend Promotional Materials: any and all trademarks, names, signs, logos, banners, and any other materials, in whatever form, owned and/or used by Tend for the promotion of its company, its products, services and activities.
Tend Staff: the officers, directors, employees and agents of Tend or its Affiliates, or any other persons hired by Tend or its Affiliates.
Terms: those terms and conditions contained in this Agreement.
User Account: refers to the account with User ID and Password that You create for Your use of the iSecurity+ Services.
User ID: refers to an identification code You selected, which in combination with the Password, gives access to Your User Account.
You: You, the end user of the iSecurity+ Services or persons acting on Your behalf, also used in the form “Your” where applicable.
1.2 Any phrase introduced by the expressions “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2.1 License: Subject to the terms of this Agreement, Tend hereby grants You a limited, personal, non-commercial, non-exclusive, non-sublicensable, non-assignable, license to use the iSecurity+ Services from Your computer, phone or other device solely for your personal use.
2.2 No Granting of Rights to Third Parties: You will not sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the iSecurity+ Services or any part thereof.
2.3 No Modifications: You will not undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the iSecurity+ Services or any part thereof.
2.4 Third Parties: The iSecurity+ Services may be incorporated into, and may itself incorporate, software and other technology owned and controlled by third parties. Any such third party software or technology that is incorporated in the iSecurity+ Services falls under the scope of this Agreement.
2.5 Exclusive Ownership: Any and all IP Rights in the iSecurity+ Services, the iSecurity+ Website, and the Tend Promotional Materials are and shall remain the exclusive property of Tend and/or its licensors. Nothing in this Agreement intends or shall be construed to transfer any such IP Rights to, or to vest any such IP Rights in, You. You are only entitled to the limited license rights granted to You in this Agreement. You will not take any action to jeopardize, limit or interfere with Tend’s IP Rights. Any unauthorized possession or use of Tend’s IP Rights is a violation of this Agreement as well as a violation of applicable intellectual property laws and treaties, including without limitation copyright laws and trademark laws. All title and IP Rights in and to any third party content that is not contained in the iSecurity+ Services, but may be accessed through use of the iSecurity+ Services, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties.
2.6 No Removal of Notices: You agree that You will not remove, obscure, make illegible or alter any notices or indications of the IP Rights and/or Tend’s rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to any materials.
3.1 Subscription: You must provide accurate information for billing purposes including legal name, billing address, telephone number, and credit card or other billing information called for during setup of the iSecurity+ Services or thereafter. [Following any free Beta test period, if applicable] You will pay a monthly or annual subscription service fee to Tend for continued use of the iSecurity+ Services. The amount of the fee will depend on the service level you have selected. This may be paid using a major credit or debit card, unless other payment arrangements have been made in advance with Tend.
3.2 Renewals and Rate Changes: Subscription periods will be automatically renewed, until you notify Tend with a request for service termination. Tend reserves the right to change the subscription fees by giving You at least 30 days advance notice prior to the effective date of the new rates.
4.1 No Guarantees: Use of the iSecurity+ Services enables You to capture, store, and access video and still images taken by your cameras. Tend cannot guarantee that You will always be able to perform these functions without disruptions, delays or communication-related flaws, or that every video or image you may desire or need will always be stored or available to You. The complete precision of functions such as people and face detection, and the selection of images for user notification, cannot be guaranteed.
4.2 Content of Communications: The content of the video or images communicated by use of the iSecurity+ Services is entirely the responsibility of the person from whom such content originated. You understand, therefore, that by using the iSecurity+ Services You may be exposed to content that is offensive, harmful to minors, indecent or otherwise objectionable, and that You use the iSecurity+ Services at Your own risk and will not seek to hold Tend responsible for the content of any communication.
4.3 Utilization of Your Computer: The iSecurity+ Services may utilize the processor and bandwidth of Your computer (or other applicable device) and Internet connectivity, for the limited purpose of facilitating the operation of the iSecurity+ Services. Tend will use its commercially reasonable efforts to protect the privacy and integrity of Your computer resources (or other applicable device). However you understand that Tend cannot give and has not given any guarantees in this respect.
4.4 New Versions of the iSecurity+ Services: Tend, in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to the iSecurity+ Services. Tend has no obligation to make available to You any subsequent versions of the iSecurity+ Services. You may be required to enter into a renewed version of this Agreement, in the event you want to use a new version of the iSecurity+ Services.
4.5 Suspension: Tend may, in its sole discretion and to the maximum extent permitted within Your jurisdiction, modify or discontinue or suspend Your ability to use any version of the iSecurity+ Services, without any notice to You, for the repair, improvement, and/or upgrade of the underlying technology or for any other justifiable reason, including but not limited to, circumstances where You, at Tend’s discretion, are in breach of the Terms, creating problems, creating possible legal liabilities, or engaging in fraudulent, immoral or illegal activities, or for other similar reasons.
5.1 Lawful purposes: You will use the iSecurity+ Services solely for lawful purposes. In this respect You may not, without limitation (a) expose any third party to material which is offensive, harmful to minors, indecent or otherwise objectionable in any way; (b) use the iSecurity+ Services to cause or intend to cause embarrassment or distress to, or to threaten, harass or invade the privacy of, any third party; or (c) use any material or content that is subject to any third party proprietary rights, unless you have a license or permission from the owner of such rights.
5.2 Representations: You represent and warrant that You are authorized to enter into and comply with these Terms. Furthermore, You represent and warrant that You will at any and all times meet with Your obligations under the Terms, as well as any and all laws, regulations and policies that may apply to the use of the iSecurity+ Services.
5.3 Indemnification: YOU AGREE TO INDEMNIFY, DEFEND AND HOLD Tend AND ITS AFFILIATES AND THE TEND STAFF HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES INCURRED BY SUCH PARTIES, IN CONNECTION WITH OR ARISING OUT OF YOUR (A) VIOLATION OR BREACH OF ANY TERM OF THIS AGREEMENT OR ANY APPLICABLE LAW OR REGULATION, WHETHER OR NOT REFERENCED HEREIN, OR (B) VIOLATION OF ANY RIGHTS OF ANY THIRD PARTY, OR (C) USE OR MISUSE OF THE iSECURITY SERVICES.
5.4 Utilization of Your Computer: If Your use of the iSecurity+ Services is dependent upon the use of a processor and bandwidth owned or controlled by a third party, You acknowledge and agree that Your license to use the iSecurity+ Services is subject to You obtaining consent from the relevant third party for such use. You represent and warrant that by accepting this Agreement and using the iSecurity+ Services, You have obtained such consent.
5.5 Other Laws: You shall comply with all applicable international and national laws that apply to the iSecurity+ Services as well as end-user, end-use and destination restrictions issued by national governments. The services may not be used by any person or entity subject to US sanctions regardless of location. Tend is making iSecurity+ Services available to You for use only on the condition that You certify by your acceptance of this Agreement that You are not such a person or entity and that the use is not otherwise in violation of US export control and sanctions regulations.
6.1 Term: This Agreement will be effective as of the Effective Date and will remain effective until terminated by either Tend or You as set out below.
6.2 Termination Without Giving Reason: You may terminate the Agreement with immediate effect at any time by notifying Tend of such termination. Tend may terminate the Agreement (a) as of the end of any paid subscription period by giving you notice of termination to the email address You have provided prior to the end of such period, or (b) during any paid subscription period by giving you notice of termination to the email address You have provided, and providing a refund of a prorated portion of the subscription fee received from You for that current period.
6.3 Termination For Reason: Without limiting other remedies, Tend may limit, suspend, or terminate this Agreement and Your use of the iSecurity+ Services and delete Your User Account and/or User ID, with immediate effect, automatically and without needing to seek recourse to the courts, if we determine in our discretion that You (a) have failed to pay for the services, or (b) are in breach of any of the Terms, creating problems, creating legal liabilities (actual or potential), infringing someone else’s intellectual property rights, engaging in fraudulent, immoral or illegal activities, or for other similar reasons. Tend shall effect such termination by providing notice to You to the email address You have provided, and/or by preventing Your access to the iSecurity+ Services. Tend reserves the right to cancel User Accounts that have been inactive for more than one (1) year.
6.4 Consequences of Termination: Upon termination of this Agreement and the Additional Terms: (a) all licenses and rights to use the iSecurity+ Services shall immediately terminate; and (b) You will immediately cease any and all use of the iSecurity+ Services.
6.5 Survival: The terms of paragraphs 2.5, 5.3, 7, and 9 of this Agreement, and any other provision of the Terms which is expressed to survive or operate in the event of termination, shall survive termination of this Agreement for whatever reason.
6.6 New Versions of Agreement: Tend reserves the right to change this Agreement at any time by publishing the revised Agreement on its applicable websites. The revised Agreement shall become effective within thirty (30) days of such publication, unless You expressly accept the revised Agreement earlier by clicking on the accept button. Your express acceptance or Your continued use of the iSecurity Services after expiry of the notice period of thirty (30) days, shall constitute Your acceptance to be bound by the terms and conditions of the revised Agreement.
7.1 No Warranties: THE iSECURITY+ SERVICES ARE PROVIDED “AS IS” WITH NO WARRANTIES OF ANY KIND WHATSOEVER; TEND DOES NOT MAKE OR CREATE, EITHER EXPRESSED, IMPLIED OR STATUTORY, ANY WARRANTIES, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE iSECURITY+ SERVICES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE FOR A PARTICULAR PURPOSE, EVEN IF TEND HAS BEEN ADVISED IN ADVANCE OF SUCH PURPOSE. TEND FURTHER DOES NOT REPRESENT OR WARRANT THAT THE iSECURITY+ SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE OR WILL OPERATE WITHOUT PACKET OR DATA LOSS, NOR DOES TEND WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET, OR ANY QUALITY OF COMMUNICATIONS MADE THROUGH THE iSECURITY+ SERVICES.
7.2 Your own Risk: You acknowledge and agree that the entire risk arising out of Your use of the iSecurity+ Services remains with You, to the maximum extent permitted by law.
7.3 No Liability: The iSecurity+ Services are being provided to You at a price that has taken account of the allocation of risks set forth in this Agreement. ACCORDINGLY, YOU ACKNOWLEDGE AND AGREE THAT TEND, ITS AFFILIATES, ITS LICENSORS AND THE TEND STAFF WILL HAVE NO LIABILITY IN CONNECTION WITH OR ARISING FROM YOUR USE OF THE iSECURITY+ SERVICES. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE iSECURITY+ SERVICES IS TO IMMEDIATELY CEASE USE OF SUCH SERVICES AND OBTAIN A REFUND OF A PRORATED PORTION OF THE SUBSCRIPTION FEE RECEIVED FROM YOU FOR THAT CURRENT SUBSCRIPTION PERIOD.
7.4 Limitation of Liability: IN NO EVENT SHALL TEND, ITS AFFILIATES, ITS LICENSORS OR THE TEND STAFF BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR:
7.4.1 ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OR CORRUPTION OF VIDEO OR OTHER IMAGES, INTERRUPTION IN SERVICE, INACCURATE EVALUATION OF IMAGES, FALSE ALARM NOTIFICATIONS OR FAILURE TO NOTIFY, COMPUTER FAILURE OR ANY PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE iSECURITY+ SERVICES;
7.4.2 ANY LOSS OF INCOME, BUSINESS OR PROFITS (WHETHER DIRECT OR INDIRECT) ARISING OUT OF THE USE OR INABILITY TO USE THE iSECURITY+ SERVICES; OR
7.4.3 ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU AS A RESULT OF;
(I) ANY DISRUPTIONS OR DELAYS IN ANY COMMUNICATION WHEN USING THE iSECURITY+ SERVICES;
(II) THE SUSPENSION OR TERMINATION OF THIS AGREEMENT BY YOU OR BY TEND FOR ANY REASON; OR
(III) THE RELEASE OR THE DECISION NOT TO RELEASE NEW VERSIONS OF THE iSECURITY+ SERVICES TO YOU.
7.5 IN NO EVENT SHALL TEND’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU FOR THE iSECURITY+ SERVICES IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEEDING THE DATE ON WHICH THE CLAIM ARISES.
7.6 THE LIMITATIONS ON TEND’S LIABILITY TO YOU IN THIS SECTION 7 SHALL APPLY WHETHER OR NOT TEND, ITS AFFILIATES OR THE TEND STAFF HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES ARISING.
7.7 NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR RESTRICT OR SHALL BE CONSTRUED AS EXCLUDING OR RESTRICTING ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY LAW.
7.8 Jurisdiction’s Limitations: As some jurisdictions may not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to You. In such event Tend's liability will be limited to the maximum extent allowable within the applicable jurisdiction.
8.1 Any other exceptions: If You are interested in doing anything which is not permitted under this Agreement, You must obtain Tend’s prior written consent and explicitly agree upon any further terms requested by Tend.
9.1 Entire Agreement: The terms and conditions of these Terms constitute the entire agreement between You and Tend with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter. Nothing in this clause shall exclude or restrict the liability of either You or Tend arising out of fraud or fraudulent misrepresentation.
9.2 Partial Invalidity: If any provision of the Terms, or any part of a provision, is found by any court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable, and the provision (or part-provision) in question is not of a fundamental nature to the Terms as a whole, the legality, validity or enforceability of the remainder of the Terms (including the remainder of the term which contains the relevant provision) shall not be affected.
9.3 No waiver: The failure to exercise, or delay in exercising, a right, power or remedy provided by the Terms or by law shall not constitute a waiver of that right, power or remedy. If Tend waives a breach of any provision of the Terms this shall not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision.
9.4 Assignment: You are not allowed to assign the Agreement or the Terms or any rights hereunder. Tend is allowed at its sole discretion to assign the Agreement or the Terms or any rights hereunder to any third party, without giving prior notice.
9.5 Applicable Law and Jurisdiction: The Terms shall be governed by and interpreted in accordance with the laws of the state of California (United States) and shall be subject to the jurisdiction of the California Superior Court for Alameda County (California) or the U.S. District Court for the Northern District of California. The parties hereby consent to the personal jurisdiction of such court(s).
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE ACCEPT BUTTON AND/OR CONTINUING TO USE THE iSECURITY+ SERVICES, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO Tend THE RIGHTS SET FORTH HEREIN.