Legal Notices and Privacy Policy

  1. End-User License Agreement
  2. Privacy Policy
  3. Third-party licenses

AVIGILON CLOUD SERVICES

END-USER AGREEMENT

 

Last Modified: 10 November 2020

This Cloud Services Agreement (this "Agreement") is a binding contract between you ("Subscriber," "you," or "your") and Avigilon Corporation ("Provider," "we," or "us"). This Agreement governs your access to and use of the Cloud Services.

BY CLICKING ON THE "I ACCEPT" BUTTON BELOW OR BY ACCESSING OR USING THE CLOUD SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE POWER TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE POWER TO BIND THAT ORGANIZATION; (C) ACCEPT THAT THIS AGREEMENT TAKES IMMEDIATE EFFECT (the “Effective Date”); AND (D) AGREE TO BE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE CLOUD SERVICES.

  1. Definitions.

  1. "Authorized User" means you and your employees, consultants, contractors, and agents (i) who are authorized by you to access and use the Cloud Services under the rights granted to you pursuant to this Agreement and (ii) for whom access to the Cloud Services has been purchased hereunder.

  1. "Cloud Services" means the cloud-based security and surveillance platform developed by or licensed to us and provided under this Agreement that are detailed on our website available at www.avigilon.com/products/cloud/avigilon-cloud-services

  1. Cloud Services Privacy Policy” means the privacy policy applicable to the Cloud Services, available at https://www.avigilon.com/products/acc/avigilon-cloud-services/. The Cloud Services Privacy Policy supplements, is in addition to and should be read in conjunction with, the Avigilon Corporate Privacy Statement, which can be accessed at www.avigilon.com/privacy (the “Avigilon Privacy Statement”).

  1. "Documentation" means end user documentation relating to the Cloud Services available at www.avigilon.com/products/cloud/avigilon-cloud-services/#downloads. Documentation may include the Cloud Services Privacy Policy, one or more Order Forms, and the Microsoft AUP.

  1. Microsoft AUP” means, at any point in time, Microsoft Corporation’s then current Acceptable Use Policy (or similar or successor policy) applicable to Microsoft Azure, as currently included in the Online Service Terms applicable to Microsoft Azure, which are currently available at: https://www.microsoft.com/en-ca/Licensing/product-licensing/products.aspx.

  1. Microsoft Azure” means the cloud computing and services platform created and hosted by Microsoft Corporation which we use as a means of providing the Cloud Service (or portions thereof) to you.

  1. Order Form” means an order form, or similar documentation, pursuant to which you subscribe to the Cloud Service through either us or one of our authorized resellers.

  1. "Provider IP" means the Cloud Services, the Documentation, downloadable software required to use the Cloud Services, and all intellectual property provided to you or any other Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, or other content derived from our monitoring of your access to or use of the Cloud Services, but does not include Subscriber Data.

  1. "Subscriber Data" means, other than Aggregated Statistics (defined below),  (i) any data or content, including but not limited to audio and video files and data, that you or your Authorized Users generate, collect, record, transmit, or store in connection with their use of the Cloud Service; (ii) any system or Cloud Services setup, configuration, usage or performance data, including but not limited to the names and contact information for you and your Authorized Users, that you or your Authorized Users generate, collect, record, transmit, or store in connection with use of the Cloud Services; and (iii) any data, content, or other information that you or your Authorized Users provide to us for customer or technical support purposes.

  1. "Third-Party Products" means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Cloud Services.

  1. Access and Use.

  1. Provision of Access. Subject to your compliance with the terms and conditions of this Agreement and payment of fees as set out in an applicable Order Form, we hereby grant you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to: (i) access and use the Cloud Services; (ii) access and use the Documentation; (iii) download and use software provided as part of the Cloud Services, including, subject to Section 3(e), Third Party Products consisting of downloadable software, during the Term solely for your use by Authorized Users for internal business operations.

  1. Use Restrictions. You shall not, and shall not permit any Authorized Users to, use the Cloud Services, any software component of the Cloud Services, or Documentation for any purposes beyond the scope of the access granted in this Agreement. Each of you and your Authorized Users acknowledge and agree that you and they shall, in accessing and using the Cloud Services (including its use of any Subscriber Data), comply with this Agreement, the Microsoft AUP, the Documentation, and all applicable laws. Each of you and your Authorized Users acknowledge and understand that applicable laws may include restrictions or prohibitions regarding the recording of audio, video, or any other content containing information that may be used to identify an individual, or requirements to provide notice of, or obtain consent to, the capture or recording of a person’s personal information, including, but not limited to, their image, voice, or facial geometry.

  1. General Usage Restrictions. Each of you and your Authorized Users acknowledge and agree that you and they shall not: (i) modify, create derivative works from, reverse engineer, or reverse assemble, translate, decompile, or reverse compile the Cloud Services, or attempt to obtain or perceive its source code; (ii) disclose any password or access protocols in respect of the Cloud Services to any person (except as between you and your Authorized Users) or otherwise allow any person other than your Authorized Users to gain access to the Cloud Services; (iii) copy, sublicense, reproduce, rent, sell, lease, distribute, pledge, assign, or otherwise transfer, or encumber rights to the Cloud Services, or any part thereof, or use them for the benefit of any third party or include any Cloud Services in any other product offering; or (iv) use the Cloud Services in violation of the rights of any third party, including third party intellectual property rights. In addition, you and your Authorized Users shall not use the Cloud Services to: (v) interfere with or disrupt the integrity, availability, reliability, or performance of the Cloud Services or the data contained therein; (vi) store or transmit malicious code; (vii) launch or facilitate, whether intentionally or unintentionally, a denial of service attack on any of the Cloud Services, its users, or us; or (vii) attempt to gain unauthorized access to the Cloud Services, computer systems, or networks related to the Cloud Services.

  1. Data Transfer and Personal Information. You and your Authorized Users understand and acknowledge that we use third-party service providers, including cloud storage and transfer platforms, in conjunction with the Cloud Services (including, as applicable, Microsoft Azure). Accordingly, any information, including personal information, that you or your Authorized Users collect in connection with the use of the Cloud Services may be processed in, and subject to the laws of jurisdictions other than the jurisdiction(s) where you or your Authorized Users are located, or where the personal information was originally collected. We do not represent or warrant that the Cloud Services is appropriate for use in any particular jurisdiction. By using the Cloud Services, you and your Authorized Users represent that you, and they, have provided appropriate notice of, and obtained appropriate consent to, the cross-border transfer and processing of any personal information that you or your Authorized Users collect, record, transmit, or store in connection with the Cloud Services, in accordance with the laws and regulations applicable to such transfers and processing.    

  1. Aggregated Statistics. We may monitor your use of the Cloud Services to gather data and information related to your use of the Cloud Services and/or information compiled from Subscriber Data that we may use in an aggregate and anonymized manner (collectively, the “Aggregated Statistics”), for one or more of the following purposes: (i) to compile statistical and performance information related to the provision and operation of the Cloud Services; (ii) to provide routine or Subscriber-requested  maintenance, repairs, analytical or diagnostic services related to the Cloud Services, Provider IP, or Subscriber Data; (iii) to ensure compliance with, or provide updates or revisions to, this Agreement, Service Level performance metrics, or the Cloud Services, and policies and protocols related thereto; or (iv) to compile analytical and statistical information for purposes of developing and improving our products and services.

  1. Suspension. Notwithstanding anything to the contrary in this Agreement, we may temporarily suspend your access and any  Authorized User's access to any portion or all of the Cloud Services if: (i) we reasonably determine that (A) there is a threat or attack on any of the Provider IP; (B) use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other subscriber or vendor; (C) the Provider IP is used for fraudulent or illegal activities; (D) subject to applicable law, you have ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) our provision of the Cloud Services to you or any  Authorized User is prohibited by applicable law; (ii) any vendor of ours has suspended or terminated our access to or use of any Third-Party  Products required to enable you to access the Cloud Services; or (iii) in accordance with Section 5 (any such suspension described in subclause (i), (ii), or (iii), is a "Service Suspension").

  1. Effect of Suspension. Upon any restriction or suspension of your access to the Cloud Services for your failure to comply with this Agreement, until the causal factor of any such restriction/suspension is rectified to our satisfaction: (i) you and you Authorized Users must immediately discontinue all use of the Cloud Service (except as we may otherwise specifically permit pursuant to the terms of such restriction/suspension); (ii) to the extent within your reasonable control, you must promptly rectify the causal factor of the restriction/suspension; and (iii) we will, in our discretion, cease providing the Cloud Services (or portion thereof) to you and your Authorized Users.

  1. Subscriber Responsibilities.

  1. Account Use. You are responsible and liable for all uses of the Cloud Services and Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. You are responsible for all acts and omissions of Authorized Users, and you will be deemed to have breached this Agreement if an Authorized User takes an act or omission that, if instead were taken by you, would constitute a breach of this Agreement. You shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Cloud Services and shall cause Authorized Users to comply with such provisions.

  1. Your Data. You hereby grant to us a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Subscriber Data and perform all acts with respect to the Subscriber Data as may be necessary for us to provide the Cloud Services to you, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Subscriber Data incorporated within the Aggregated Statistics.

  1. Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Cloud Services confidential and to manage your account according to the requirements set forth in the Documentation.

  1. Third-Party Products. The Cloud Services may permit access to Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions. Do not install, access, or use such Third-Party Products if you do not accept their terms.

  1. Contact Information. You are responsible for providing us with correct contact information for your account, updated as necessary from time to time during the Term.

  1. Service Levels and Support.

  1. Service Levels. Subject to your continued payment of all license and subscription fees applicable to your use of the Cloud Services, and subject to continued compliance with this Agreement by you and your Authorized Users, we shall use commercially reasonable efforts to make the Cloud Services available 24-hours a day, seven days a week, except for (i) planned downtime, where we will provide you with eight hours advance notice; and (ii) temporary unavailability resulting from circumstances beyond our reasonable control, in which instance we shall provide you with notice of such unavailability as soon as is reasonably practicable following such event.

  1. Fees and Payment. If applicable, You shall pay us the fees (“Fees”) in the amounts and in the manner set forth in applicable Order Forms.

  1. Confidential Information. In connection with this Agreement and provision of the Cloud Services each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). As used herein, “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as “confidential”.

  1. Privacy Policy. By accessing, using, and providing information to or through the Cloud Services, you acknowledge that you have reviewed and accepted the Cloud Services Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of such policy.

  1. Intellectual Property Ownership; Feedback. As between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Cloud Services and (b) you own all right, title, and interest, including all intellectual property rights, in and to Subscriber Data. If you or any of your employees, contractors, or agents (“your representatives”) send or transmit any communications or materials to us suggesting or recommending changes to the Cloud Services, including without limitation, new features or functionality relating thereto, or including any comments, questions, suggestions, or the like ("Feedback"), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your representatives to assign to us on their behalf, all right, title, and interest in any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, without any attribution or compensation to you, your representatives, or any third party.

  1. Limited Warranty and Warranty Disclaimer.

  1. We warrant that the Cloud Services will conform in all material respects to the Service Levels when accessed and used by you in accordance with the Documentation. We do not make any representations or guarantees regarding uptime or availability of the Cloud Services unless specifically identified in the Service Levels. The remedies set forth in the Service Levels are your sole remedies and our sole liability under the limited warranty set forth in this Section 9(a). THE FOREGOING WARRANTY DOES NOT APPLY, AND WE STRICTLY DISCLAIM, ALL WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.

  1. Subscriber Warranty. You warrant that you own all right, title, and interest, including all intellectual property rights, in and to Subscriber Data and that both the Subscriber Data and your use of the Cloud Services are in compliance with this Agreement.

  1. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 9(a) THE CLOUD SERVICES ARE PROVIDED "AS IS" AND WE SPECIFICALLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

  1. Indemnification.

  1. Provider Indemnification.

  1. We shall indemnify, defend, and hold harmless you from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees ("Losses"), incurred by you resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Cloud Services, or any use of the Cloud Services in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights, provided that you promptly notify us in writing of the Third-Party Claim, cooperate with us, and allow us sole authority to control the defense and settlement of such Third-Party Claim.

  1. If such a Third-Party Claim is made or we reasonably anticipate such a Third-Party Claim will be made, you agree to permit us, at our sole discretion, to (A) modify or replace the Cloud Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for you to continue use. If we determine that neither alternative is reasonably available, we may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to you. This Section 10(a)(ii) sets forth your sole remedies and our sole liability and obligation for any actual, threatened, or alleged Third-Party Claims that the Cloud Services infringe, misappropriate, or otherwise violate any intellectual property rights of any third party.

  1. This Section 10(a) will not apply to the extent that any such Third-Party Claim arises from Subscriber Data, Third-Party Products, or from the use of the Cloud Services in combination with any products, content, services, information, websites, or other materials that we have not provided or authorized.

  1. Subscriber Indemnification. You shall indemnify, hold harmless, and, at our option, defend us and our officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses arising from or relating to any Third-Party Claim (i) that the Subscriber Data, or any use of the Subscriber Data in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights; or (ii) based on your negligence or willful misconduct or any Authorized User's negligence or willful misconduct or use of the Cloud Services in a manner not authorized by this Agreement; provided that you may not settle any Third-Party Claim against us unless we consent to such settlement, and further provided that we will have the right, at our option, to defend  against any such Third-Party Claim or to participate in the defense thereof by counsel of our own choice.

  1. Limitations of Liability. IN NO EVENT WILL WE BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER WE WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO US UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR USD$10,000, WHICHEVER IS GREATER. The exclusions and limitations in this Section 11 do not apply to the parties' obligations under Section 10. 

  1. Term and Termination.

  1. Term and Renewal. The term of this Agreement begins on the Effective Date and continues until the one-year anniversary of the Effective Date (“Term”). At the beginning of the initial Term, you will elect one of two options for renewal: (i) auto-renewal or (ii) a one-year term with automatic termination.

    (i)  Auto Renewal. If you elect auto-renewal this Agreement will automatically renew for successive one-year terms unless we elect to terminate this Agreement as provided herein, or you provide us with written notice of your intent not to renew at least 60-days prior to the expiration of the then current Term. Pricing for the Cloud Services for any renewal Term will be the same as pricing for the current Term, unless we have provided you with 60-days notice of a price increase; provided, that any such price increase shall not exceed the greater of 7% of the then current price or the rate of inflation determined as of the time of renewal.

    (ii)  One-Year Term. If you do not elect the auto-renewal option, the Term will automatically expire on the one-year anniversary of the effective date of the then current Term. If you do not elect the auto-renew option, you must provide us with written notice of your intent to renew this Agreement at least 60-days prior to the expiration of the then current Term. If you do not provide timely notice, this Agreement will automatically terminate upon expiration of the then current Term. Pricing for a new Term will be at the then current rates for our provision of the Cloud Services to new subscribers. If you do not elect to renew this Agreement, your access to the Cloud Services will be terminated and your ability to access stored Subscriber Data will be governed by the terms of this Agreement.

  1. Termination. In addition to any other express termination right set forth in this Agreement:

  1. We may terminate this Agreement, for any reason upon thirty (30) days' advance notice.

  1. either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach; or

  1. either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

  1. Effect of Termination. Upon termination of your subscription for or access to the Cloud Services pursuant to this Section 12 or otherwise: (i) you and your Authorized Users must immediately discontinue all use of the Cloud Services; (ii) you must promptly pay all remaining amounts, if any, due and payable under the applicable Order Form(s); and (iii) we will cease providing the Cloud Services to you and your Authorized Users.

  1. Access to Subscriber Data. We will not delete Subscriber Data for a period of 60 days following termination (the “Post -Termination Retention Period”). During the Post-Termination Retention Period you may retrieve Subscriber Data only if you have paid all amount due under this Agreement. We will make the Subscriber Data available to you in a non-proprietary format and assist you with retrieval during the Post-Termination Retention Period. You agree to pay our reasonable expenses, on a time and materials basis, for the assistance we provide in assisting you with retrieval of the Subscriber Data. WE HAVE NO OBLIGATION TO MAINTAIN THE SUBSCRIBER DATA BEYOND THE POST-TEMINATION RETENTION PERIOD, AND WE MAY THEREAFTER DELETE THE SUBSCRIBER DATA, UNLESS LEGALLY PROHIBITED FROM DOING SO, OR UNLESS AN EXTENSION OF THE POST-TERMINATION RETENTION PERIOD IS AGREED TO. Upon your request and provided that you have paid all amounts due under this Agreement, we may agree to a reasonable extension of the Post-Termination Retention Period. If we are legally prevented from deleting the Subscriber Data beyond the Post-Termination Retention Period you agree to pay all costs associated with continued storage until the Subscriber Data is either deleted or retrieved by you. 

  1. Survival. This Section 12(e), and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.

  1. Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement and the Cloud Services from time to time, and that changes to this Agreement become effective on posting to this page. You will be notified of changes to the Cloud Services when you first access the Cloud Services after such a change is made. You will be required to accept the changes to continue to use the Cloud Services. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Cloud Services after the effective date of the modifications will be deemed acceptance of the modified terms. Provider will use reasonable efforts to provide advance notice of modifications to the Cloud Services or this Agreement that Provider reasonably believes are material by placing a notice on the Avigilon.com website, notifying you through the Cloud Services, by sending you an email, or by some other means. Please check the Cloud Services Terms and Conditions page periodically for updates. Notwithstanding the foregoing, from time to time we may develop updates, upgrades, patches, bug fixes, or other modifications to improve the performance of the Cloud Services or for other purposes in our sole discretion (“Updates”). You agree that we may automatically install such Updates without providing any additional notice to you or receiving any additional consent from you.

  1. Governing Law and Jurisdiction. This agreement is governed by and construed in accordance with the internal laws of the state of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the state of Delaware. Any legal suit, action, or proceeding arising out of or related to this agreement or the rights granted hereunder will be instituted exclusively in the courts of the state of Delaware, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

  1. Miscellaneous. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our corporate headquarters address at Box 378, #101-1001 West Broadway, Vancouver, Canada V6H 4E4, attention: Customer Service, and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Cloud Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.

AVIGILON CLOUD SERVICES

PRIVACY POLICY

Overview

This Privacy Policy is specific to the Avigilon Cloud Services subscription-based video surveillance service (the “Cloud Services”), a cloud-based security and surveillance platform developed by Avigilon Corporation and its affiliates (collectively, “Avigilon”). This Privacy Policy supplements, is in addition to, and should be read in conjunction with, Avigilon Corporation’s Privacy Statement (avigilon.com/privacy) (the “Avigilon Privacy Statement”), and applies to the operation of the Cloud Services by Avigilon and the use of the Cloud Services by any subscribers to the Cloud Services (each, a “Subscriber”).

This Privacy Policy and applicable provisions of the Cloud Services End User License Agreement (the “EULA”): (1) govern Avigilon’s access to, collection of, and use of any “Subscriber Data” (as such term is defined in the EULA) that a Subscriber may transmit or otherwise make available, directly or indirectly, to Avigilon; (2) set forth a Subscriber’s consent to such access to, collection of, and use of its Subscriber Data by Avigilon; and (3) set forth certain information and requirements relevant to a Subscriber and its use of the Cloud Services. Subscriber and Avigilon acknowledge and understand that Subscriber Data may include “personal information” (as defined in the Avigilon Privacy Statement), including information that personally identifies an individual such as, without limitation, their name, their image, and their personal contact information.

Subscriber’s Consent and Responsibilities

As a condition to subscribing for the Cloud Services, and as a condition to otherwise using or accessing the Cloud Services, Subscriber acknowledges and agrees to this Privacy Policy and consents to: (1) Avigilon’s access to, and collection, use, and storage of, Subscriber Generated Data in accordance with the terms of this Privacy Policy and the Cloud Services Terms and Conditions; and (2) any access to, and collection, use, and storage of, Subscriber Data by any third party service providers, as contemplated by this Privacy Policy, to the extent necessary for the operation and provision of the Cloud Services to Subscriber.

Subscriber acknowledges that its Subscriber Data may be collected, processed and stored by Avigilon or its service providers in Canada, the United States, and other countries where Avigilon’s or its services providers’ servers reside. Subscribers should be aware that the privacy protections and legal requirements, including the rights of authorities to access Subscriber Data (including any personal information), in some of these countries may not be equivalent to those in the country or countries in which a Subscriber uses the Cloud Services. If a Subscriber is using the Cloud Services in the European Economic Area or other regions with laws governing data collection and use that may differ from those of Canadian or United States law, as a condition to subscribing for the Cloud Services, and as a condition to otherwise using or accessing the Cloud Services, each Subscriber consents to the transfer of its User Subscriber Data (including any personal information) to Canada, the United States, and other countries where Avigilon or its service providers operate.

Data protection and privacy laws in the country or countries in which a Subscriber operates may impose certain responsibilities on Subscriber in connection with its use of the Cloud Services including, without limitation, Subscriber’s collection, use, or storage of personal information in connection with its use of the Cloud Services. Subscriber (and not Avigilon) is responsible for ensuring that Subscriber complies with any applicable laws when Subscriber uses the Cloud Services. For example, Subscriber may need to display a notice that alerts individuals whose images or other personal information may be captured by Subscriber through its use of the Cloud Services. Note in particular that recording and sharing audio and video data of an individual may affect their privacy and data protection rights. To the extent that a Subscriber uses the Cloud Services to collect, use, or store personal information, Subscriber is responsible for providing any notices and/or obtaining any required consents in respect thereof, including as may be necessary to provide any such information or data to Avigilon or its service providers.

Access to and Collection of Subscriber Data

In providing the Cloud Services, Avigilon may receive or otherwise have direct or indirect access to Subscriber Data and any associated personal information. This data generally falls into the following three categories:

  1. Business Contact Information –This may include, but is not limited to, names, addresses, telephone numbers, and e-mail addresses of a Subscriber’s technical or business contacts for the Cloud Services that is provided by a Subscriber and collected by Avigilon in connection with the administration of the Cloud Services.

  2. Video Data – This may include video data generated and stored by a Subscriber in its Avigilon Cloud Services surveillance system (including the Microsoft Azure cloud component of the Cloud Services) that is provided by a Subscriber and collected by Avigilon in connection with Avigilon providing direct technical support to a Subscriber. This video data may include images of identifiable individuals. It should be noted that this video data is not directly accessed or collected by Avigilon without Subscriber’s explicit consent.

  3. Systems Data – This may include any system or Cloud Services setup, configuration, usage or performance data that Avigilon has access to and collects in connection with the operation and administration of the Cloud Services. This data does not typically include any personal information.

Use of Subscriber Data

In accordance with the Cloud Services Terms and Conditions and this Privacy Policy, Avigilon will only use, retain or otherwise process Subscriber Data as follows:

  1. to operate, maintain, develop, or improve the Cloud Services or other Avigilon products and services;

  2. to communicate information about the Cloud Services to the Subscriber;

  3. to provide customer or technical support to the Subscriber, on an as-requested basis;

  4. to review and confirm the Subscriber’s account and billing information; and

  5. to the extent and in the manner reasonably required in order for Avigilon to comply with applicable laws or a binding order of a judicial, administrative, or governmental entity that has jurisdiction over Avigilon or the Cloud Services.

Notwithstanding the foregoing, certain types of Subscriber Data which is collected in an anonymized format (“Aggregated Statistics”), such as information regarding usage levels, performance, and patterns, may be collected and analyzed by Avigilon at any time. Aggregated Statistics may include the frequency, and types of alerts, rules used to generate alerts, and the timing of alerts. Avigilon may also share Aggregated Statistics with third parties., but only on a strictly anonymized basis.

 

 

Security and Storage of User Generated Data

Avigilon endeavors to maintain physical, technical and procedural safeguards that are appropriate to the sensitivity of Subscriber Data. These safeguards are designed to protect Subscriber Data from loss and unauthorized access, copying, use, modification or disclosure. Amongst other things, in order to help safeguard the privacy of Subscriber Data, Avigilon requires that its employees and personnel with access to any Subscriber Data review, and comply with, the terms of this Privacy Policy and the Avigilon Privacy Statement, and otherwise comply with all applicable Avigilon internal policies and procedures related to data confidentiality, privacy and security.

Once Avigilon receives Subscriber Data, Avigilon makes commercially reasonable efforts to maintain its security on Avigilon’s systems. Unfortunately, no data transmission over the Internet or stored in a cloud or networked-based server, can be guaranteed to be entirely secure. As a result, Avigilon endeavors to protect Subscriber Data, but Avigilon cannot warrant or guarantee the security of any Subscriber Data transmitted or otherwise made available to Avigilon, and such transmissions are at Subscriber’s own risk.

Retention of Subscriber Data

Avigilon applies a general rule of keeping any Subscriber Data (including any personal information) only for as long as required to fulfil the purposes for which it was collected. However, in some circumstances Avigilon may retain Subscriber Data (and any personal information) for longer periods of time, for instance where required to do so in accordance with applicable legal, tax, or accounting requirements.

In specific circumstances Avigilon may also retain Subscriber Data (and any personal information) for longer periods of time so that Avigilon has an accurate record of a Subscriber’s dealings with Avigilon in the event of any complaints or challenges.

When Avigilon has no ongoing legitimate business need to retain Subscriber Data, Avigilon will either delete or anonymize it or, if this is not possible (for example, because the data has been stored in backup archives), then Avigilon will endeavor to securely store the data and isolate it from any further processing until deletion is possible.

Location of Processing and International Transfer of User Generated Data

As a global company, Avigilon has operations, personnel, and business partners all over the world. Subscriber Data (including any personal information) collected by Avigilon from a Subscriber may be transmitted, used, disclosed, stored, and otherwise processed outside of the country where the Subscriber submitted that Subscriber Data, including jurisdictions that may not have data privacy laws that provide equivalent protection to such laws in the Subscriber’s home country. Whenever Avigilon handles Subscriber Data, regardless of where this occurs, it takes appropriate steps to ensure that the data is treated securely and in accordance with this Privacy Policy, the Avigilon Privacy Statement, and applicable laws and regulations.

For Subscribers in the European Economic Area (and Switzerland), it should be noted that in connection with the Service, Subscriber Data that has been collected by Avigilon may be transferred from the European Economic Area (and Switzerland) to other countries, some of which have not been determined by the European Commission to have an adequate level of data protection. When Avigilon engages in any such transfers, it uses a variety of legal mechanisms, including contracts, to help ensure a Subscriber’s rights and protections to its data are adequately maintained.

Access to Subscriber Data by Third Parties

In connection with the installation, configuration, operation or use of the Service:

  1. Certain Subscriber Data will be stored on Microsoft Azure, a cloud service provided by Microsoft Inc. (“Microsoft”) and utilized by Avigilon and Subscribers in the provision of the Cloud Services. For information regarding Microsoft’s collection, use, and storage of Subscriber Data, please refer to:

  2. Certain Subscriber Data may be transmitted or transferred through or to third party tools or services that are incorporated into and necessary for the operation of the Cloud Services. In connection with the contracting for the use of any such third-party tools or services, Avigilon uses a variety of legal mechanisms, including contracts, to help ensure a Subscriber’s rights and protections to its data are adequately maintained.

  3. Each Subscriber may transmit or otherwise make available Subscriber Data, directly or indirectly, to any “Authorized Reseller” (as such term is defined in applicable laws and regulations) involved in the administration of such Subscriber’s subscription for the Cloud Services and such Subscriber’s use of the Cloud Services. Avigilon cannot and does not control the collection, storage or sharing of Subscriber Data by any Authorized Resellers. Subscribers should contact the applicable Authorized Reseller(s) for information related to their collection, use, and storage of Subscriber Data.

Changes to this Privacy Policy

Please note that Avigilon reserves the right to modify, supplement or update this Privacy Policy at any time, and from time to time, at its discretion. Avigilon will provide notice of any changes by posting to the website for the Cloud Services or within the Cloud Services.

Questions

If you have any questions with respect to this Privacy Policy, please send a written request to: Legal Department, Box 378, #101-1001 West Broadway, Vancouver, BC, Canada, V6H 4E4 or to privacy@avigilon.com.