Legal Notices and Privacy Policy

The following page includes the Avigilon Blue:

  1. End-User License Agreement
  2. Privacy Policy
  3. Terms and Conditions of Service
  4. Third-party licenses

End-User License Agreement

AVIGILON BLUE™

END-USER LICENSE AGREEMENT

This end-user license agreement (including Appendix “A”) (this “EULA”) between Avigilon, as licensor of the Software, and you (being the person or other legal entity that is the end-user and licensee of the Software) (“You” or “Your”) governs Your use of the Software. Additional terms and conditions applicable to Your use of the Software and the Service are contained in the Terms of Service and the Privacy Policy.

By: (1) clicking “ACCEPT” or otherwise indicating assent to this EULA electronically; (2) activating a Blue Connect Device; (3) accessing the Service; or (4) downloading, installing, copying, or otherwise using the Software, You affirm that You have read, understand, and agree to be bound by the terms of this EULA.  If the individual who is providing this affirmation and agreement to be bound by the terms of this EULA is doing so on behalf of a corporation or other legal entity, such as, for example, his or her employer, such individual represents and warrants to Avigilon that he or she is authorized to provide such affirmation and agreement to be bound by the terms of this EULA on behalf of such entity.

If You do not agree to all of the terms and conditions of this EULA, do not: (1) click “ACCEPT” or otherwise indicate assent to this EULA electronically; (2) activate a Blue Connect Device; (3) access the Service; or (4) download, install, copy, or otherwise use the Software.

  1. Defined Terms. In this EULA, the following terms shall have the following meanings:
    1. Applicable Laws” means any and all laws (statutory, common, or otherwise), rules, regulations, orders, injunctions, judgments, rulings or other similar requirement, including data protection laws, export laws, and personal privacy laws, that are binding upon or applicable to You, Your business, or Your use of the Service, including in: (i) the jurisdictions in which You use the Software or Service; (ii) the jurisdictions in which each camera, microphone, or other recording or surveillance device which provides data to You through the Software or Service is located; and (iii) the jurisdictions in which individuals whose personal information may be captured using the Software or Service are located.
    2. Avigilon” means Avigilon Corporation together with any corporation or other entity directly or indirectly controlling, controlled by, or under common control with Avigilon Corporation, where ‘control’ means the ownership of greater than 50% of the shares, voting rights, participation or economic interest in such corporation or other entity.
    3. Blue Connect Device” means the hardware device (distributed under the product name “Avigilon Blue Connect”) developed or distributed (directly or indirectly) by Avigilon, or any replacement device, necessary for the operation of the Service.
    4. Documentation” means the media, printed materials, and online or electronic documentation prepared or distributed by Avigilon with respect to the Software or the Service.
    5. Privacy Policy” means the privacy policy applicable to the Service, available at https://connect.blue.avigilon.com/privacy, as may be amended from time to time.
    6. Service” means the Avigilon Blue service, a cloud-based security and surveillance platform developed by Avigilon.
    7. Software” means any and all of: (i) the software accompanying a Blue Connect Device; (ii) the software that underlies and operates the Service, including the website and mobile applications; or (iii) any modified versions and copies of, and upgrades, updates, and additions to, such software.
    8. Terms of Service” means the terms and conditions of service applicable to the Service, available at https://connect.blue.avigilon.com/terms, as may be amended from time to time.
  2. Grant of License. Subject to Your continued payment of all license and subscription fees applicable to Your use of the Software and the Service, and as long as You comply with the terms of this EULA and the Terms of Service, Avigilon grants You a limited, non-exclusive license to use the Software and Documentation only in association with Your use of the Service and only in the manner and for the purposes described in this EULA and the Documentation.
  3. Use of the Software.
    1. Compliance. You agree that You will use the Software in accordance with this EULA, and all Applicable Laws. You acknowledge 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.  You agree that upon request from Avigilon, You will, within thirty (30) days of such request, fully document and certify that Your use of the Software at the time of the request is in conformity with Your valid license(s) from Avigilon. Any breach of the foregoing is a material breach of this EULA that operates to terminate the license for the Software immediately without notice, rendering any further use of the Software unlawful.
    2. Resale and Distribution. Unless otherwise permitted by written agreement with Avigilon, You may not rent, lease, sublicense, assign, lend, resell for profit, or distribute the Software or Documentation, Your rights in the Software or Documentation, or your rights to use the Service.
    3. Embedded Software or Firmware. Components of the Software are included on the Blue Connect Device. You may use such components of the Software solely in connection with the use of the Blue Connect Device, but may not retrieve, copy, or otherwise transfer such components of the Software to any other media or device.
    4. Local Devices. Components of the Software may be stored and operated locally on one or more devices. You may install, use, or install and use, only one copy of such components of the Software on each such device. You may then use such components of the Software in connection with operating the device on which it is installed solely in the manner set forth in the Documentation and contemplated by the nature of the Software.  You may designate other persons to use such components of the Software on the devices, so long as such persons agree to this EULA and You accept responsibility for all use of the Software in accordance with this EULA by any such person.
    5. Upgrades and Updates. To the extent Avigilon makes them available, Software upgrades and updates may only be used to replace all or part of the original Software that You are licensed to use. If the Software licensed under this EULA is an upgrade or update of a component of a package of software programs that You previously licensed as a single product, the Software may be used and transferred only as part of that single product package and may not be separated for use on more than one computer. Software upgrades and updates downloaded free of charge via an Avigilon authorized World Wide Web or FTP site (including, as applicable, ‘Google Play’ or ‘the App Store’) may be used to upgrade the Software on multiple devices provided that You are licensed to use the original Software being upgraded or updated on those devices.  Upgrades and updates may be licensed to You by Avigilon with additional or different terms.
    6. Modifications and Derivative Works. You may not make any changes, translations, enhancements, or modifications to, or create any derivative works from, the Documentation or Software or any portion of the Documentation or Software without the prior written permission of Avigilon (except as provided in Section 11 of this EULA with respect to ‘open source’ software). Any attempt to create any derivative works from the Software or any portion of the Software without the prior written permission of Avigilon (except as provided in Section 11 of this EULA with respect to ‘open source’ software) will result in the immediate termination of this EULA.
    7. Reverse Engineering, Decompilation, Disassembly. You may not reverse engineer, decompile, or disassemble the Software, and any attempt to do so will result in the immediate termination of this EULA, except and only to the extent that such activity is expressly permitted by Applicable Law.
    8. Copy Protections. Except as set forth in this EULA, You may not copy the Software or Documentation, or authorize any portion of the Software to be copied onto another person’s or legal entity’s computer or other electronic device.  Any permitted copy of the Software or Documentation that You make must contain the same copyright and other proprietary notices and legends that appear on or in the Software or Documentation. You agree to use Your best efforts and take all reasonable steps to prevent any unauthorized copying or distribution of the Software and Documentation.
  4. Software Ownership and Intellectual Property Rights. The Software and Documentation is licensed, not sold, to You. The Software, Documentation, and any authorized copies that You make of either are the intellectual property of, and are owned by, Avigilon and, as applicable, its suppliers and licensors. The structure, organization, and code of the Software are the valuable trade secrets and confidential information of Avigilon and, as applicable, its suppliers and licensors. The Software and Documentation is protected by law, including but not limited to the copyright laws of the United States, Canada, and other countries, and by international treaty provisions. Except as expressly stated in this EULA, this EULA does not grant You any intellectual property rights in the Software, the Documentation, or the Service and all rights not expressly granted in this EULA are reserved by Avigilon and, as applicable, its suppliers and licensors. This EULA does not grant You any rights in connection with any trademarks of Avigilon.
  5. Transfer. You may only transfer Your rights under this EULA: (a) as part of a permanent sale or transfer of all of the devices for which the Software is licensed; (b) if You transfer all of the Software (including all parts, and any upgrades), the Documentation, and this EULA; (c) if You do not retain any copies of any portion of the Software and the Documentation; (d) if the recipient agrees to the terms of this EULA; and (e) if the Software is an upgrade, such transfer also includes all prior versions of the Software. Satisfaction of all these conditions is required; failure to meet any of these conditions renders such transfer null and void.
  6. Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AVIGILON PROVIDES THE SOFTWARE, THE SERVICE, AND ANY ASSOCIATED SUPPORT “AS-IS” AND WITH ALL FAULTS, AND HEREBY DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF: (A) MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) ACCURACY OR COMPLETENESS OF RESPONSES, RESULTS, OR INFORMATIONAL CONTENT; (C) WORKMANLIKE EFFORT; (D) CORRESPONDENCE TO DESCRIPTION; (E) TITLE OR NON-INFRINGEMENT OR NON-MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, SUBJECT TO THE INDEMNIFICATION OBLIGATIONS OF AVIGILON IN SECTION 8; (F) CUSTOM OR TRADE; (H) SYSTEM INTEGRATION; OR (G) INSTALLATION OF THE SOFTWARE OR SERVICE BY ANY THIRD PARTY. AVIGILON MAKES NO WARRANTY THAT ANY PORTION OF THE SOFTWARE OR SERVICE WILL OPERATE ERROR-FREE, FREE OF ANY SECURITY DEFECTS, OR IN AN UNINTERRUPTED MANNER. AVIGILON SHALL NOT BE RESPONSIBLE FOR PROBLEMS CAUSED BY CHANGES IN THE OPERATING CHARACTERISTICS OF THE DEVICE(S) UPON WHICH THE SOFTWARE IS OPERATING, OR FOR PROBLEMS IN THE INTERACTION OF THE SOFTWARE WITH NON-AVIGILON SOFTWARE OR HARDWARE PRODUCTS. AVIGILON NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON PURPORTING TO ACT ON ITS BEHALF TO MODIFY OR TO CHANGE THIS WARRANTY, NOR TO ASSUME FOR AVIGILON ANY OTHER WARRANTY OR LIABILITY CONCERNING THE SOFTWARE OR THE SERVICE. THE WARRANTY MADE BY AVIGILON MAY BE VOIDED BY ABUSE OR MISUSE. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS UNDER MANDATORY LAW THAT VARY FROM JURISDICTION TO JURISDICTION.
  7. Limitation of Liability. IN NO EVENT WILL AVIGILON, NOR ANY OF ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR OTHER PERSONNEL (COLLECTIVELY, THE “AVIGILON PARTIES”), BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, RELIANCE, COVER, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS; LOSS OF SAVINGS; LOSS OF CONFIDENTIAL OR OTHER INFORMATION; BUSINESS INTERRUPTION; PERSONAL INJURY; LOSS OF PRIVACY; LOSS OR DAMAGE OF OR TO PROPERTY, SYSTEMS, RECORDS, OR DATA; FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE; NEGLIGENCE; AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE SERVICE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, THIRD PARTY CLAIMS, LIABILITIES RELATED TO AN INDIVIDUAL’S PRIVACY RIGHT, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR BREACH OF WARRANTY OF AN AVIGILON PARTY, AND EVEN IF AN AVIGILON PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR VERIFYING THE SECURITY, ACCURACY AND ADEQUACY OF ANY OUTPUT FROM THE SOFTWARE, AND FOR ANY RELIANCE THEREON.
  8. NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF THE AVIGILON PARTIES AND ANY LICENSOR OF AVIGILON UNDER ANY PROVISION OF THIS EULA AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING IS LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE IN THE PRECEDING SIX MONTH PERIOD OR TEN CANADIAN DOLLARS (CAD$10.00).

    THE FOREGOING LIMITATIONS OF LIABILITY APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

  9. Indemnity by Avigilon. Avigilon will indemnify and hold You harmless from and against any and all claims, suits, or proceedings based on an allegation that the Software infringes a United States patent, trade secret, or copyright, provided that: (a) You notify Avigilon in writing within 10 days of becoming aware of the claim, suit, or proceeding; (b) Avigilon has sole conduct of the defense, settlement, or defense and settlement, of any such claim, suit, or proceeding; (c) You provide all reasonably necessary assistance to Avigilon, at Avigilon’s reasonable expense, in such defense or settlement proceedings; (d) the claim does not result from any unauthorized use or modification of the Software, or from the use of the Software in conjunction with any hardware or software not supplied or approved by Avigilon; and (e) You have not made and do not make any admissions in respect of such alleged infringement.
  10. In the event that the Software or any part thereof becomes, or in Avigilon’s opinion is likely to become, the subject of a claim of infringement of a United States patent, trade secret, or copyright, or the use of the Software or any part thereof is enjoined as a result of any such claim, You shall permit Avigilon, at its sole option and expense, to: (i) procure for You the right to continue using the Software; (ii) replace the affected Software with non-infringing Software; (iii) modify the affected Software so that it becomes non-infringing; or (iv) remove the affected Software and refund the purchase price thereof, less a reasonable amount for depreciation.

    The foregoing states the entire liability of Avigilon with respect to any actual or alleged infringement of any United States patent, trade secret, or copyright.

  11. Indemnity by You. You will defend, indemnify, and save harmless the Avigilon Parties from and against all actions, proceedings, demands, claims, liabilities, losses, damages, judgments, costs, and expenses including, without limiting the generality of the foregoing, reasonable legal fees and disbursements actually incurred, together with all applicable taxes, which any such indemnified person may be liable to pay or may incur by reason of, or directly or indirectly arising out of, any breach of this EULA or any Applicable Laws by You or any of Your directors, officers, employees, agents, or contractors.
  12. U.S. Government License Rights. If You access or use the Software or the Service in Your capacity as an official or representative of the government of the United States of America or any contractor therefor, the following provisions apply to You: the Software and the Documentation are provided to the U.S. government as commercial computer software, computer software documentation, or computer software and computer software documentation, provided with “restricted rights”, and under licenses customarily provided to the public to the extent such licenses are consistent with U.S. federal law and otherwise satisfy the U.S. government’s needs. Accordingly the U.S. government shall have only those rights specified in the license set forth in this EULA as per FAR 12.212 (for civilian agencies) and DFAR 227.7202-1 and 227.7202-4 (for the Department of Defense). If said license fails to meet the U.S. government’s needs or is inconsistent in any respect with U.S. federal law, the U.S. government agrees to return the Software and the Documentation, unused, to Avigilon.
  13. Incorporation of ‘Open Source’ and other Third Party Software. Portions of the Software may be subject to certain third party license agreements governing the use, copying, modification, redistribution, and warranty of those portions of the Software, including what is commonly known as ‘open source’ software. No warranty is provided by Avigilon for any such open source software. By using the Software, You agree to be bound to the terms of any such third party licenses. If provided for in the applicable third party license, You may have a right to receive source code for such software for use and distribution in any program that You create, so long as You in turn agree to be bound to the terms of the applicable third party license. If applicable, a copy of such source code may be obtained free of charge by contacting Avigilon.
  14. Collection of Data. At the time of activation of the Software, Avigilon may collect information about the computer(s) on which You have installed or will be using the Software. This information represents a configuration of Your computer(s) at the time of activation but includes no personal information, information about other software or data on Your computer, or information about the specific make or model of Your computer(s). The information will be used solely for activation of the Software to associate Your computer(s) with the license keys and to identify Your computer(s). Avigilon may also collect data and use technical information regarding Your use of the Software, but shall use this information only to operate, maintain, or improve the Service or other Avigilon products and services. Avigilon shall not disclose this additional data to third parties in a form that personally identifies You.
  15. Termination.
    1. Termination. Without prejudice to any other rights, Avigilon may terminate this EULA and all licenses granted to You hereunder without notice if You fail to comply with any of the terms and conditions of the EULA. In the event of termination, You must immediately destroy all copies of the Software (including backup copies).
    2. Survival. The provisions of this EULA which, by their terms, require performance after the expiration or earlier termination of this EULA, including but not limited to those contained in Sections 4 (Software Ownership and Intellectual Property Rights), 6 (Disclaimer), 7 (Limitation of Liability), 9 (Indemnity by You), 13 (Termination), and 17 (Governing Law) will survive the expiration or earlier termination of this EULA.
  16. Amendment. Except as provided for below, any amendment to this EULA must be put in writing and signed by both Avigilon and You prior to being in effect. Notwithstanding the foregoing:
    1. Avigilon reserves the right to unilaterally amend this EULA without advance notice to You where the amendments involve: (i) correcting typographical errors; (ii) correcting inconsistent, incorrect, or ambiguous wording for the purpose of clarifying the intended purpose and intent of the applicable wording (but without altering its nature or scope); or (iii) updating the EULA to better address or comply with the provisions of Applicable Laws.
    2. Avigilon reserves the right to unilaterally modify, amend, or replace this EULA, at any time and from time to time, upon providing You with at least 30 days’ advance notice of such modification, amendment, or replacement.  Your continued use of the Software or Service after the conclusion of any such notice period will be deemed to represent Your agreement with, and consent to be bound by, any such modified, amended, or replacement EULA.
    3. This EULA may be superseded by a subsequent end-user license agreement that You agree to in connection with Avigilon’s providing to You any future component, release, upgrade, or other modification or addition to the Software.
  17. Additional Restrictions. The Software may be subject to additional restrictions and conditions on use as specified in the Documentation, which additional restrictions and conditions are hereby incorporated into and made a part of this EULA.
  18. Notices.  Avigilon may provide any notice to You under this EULA by posting a notice to the website for the Service (http://avigilon.com/blue/) or otherwise within the Service, or by sending a message to the email address then associated with Your account.  Notice provided by posting to the website for the Service or within the Service will be effective upon posting, and notices provided by email will be effective when Avigilon sends the email.  It is Your responsibility to keep Your account contact email address current.  You will be deemed to have received any email sent to the email address then associated with Your account when Avigilon sends the email, whether or not You actually receive it.
  19. Notices provided to Avigilon by You under this EULA must be sent by courier, or registered or certified mail to Avigilon Corporation Box 378, #101-1001 West Broadway, Vancouver, Canada, V6H 4E4, attention: Customer Service.  Notices sent by You to Avigilon are effective upon receipt by Avigilon.

  20. Governing Law. This EULA is governed and controlled in accordance with the laws of British Columbia, Canada without regard to conflicts of law principles that would apply the laws of any other jurisdiction.  Exclusive jurisdiction over and venue of any suit arising out of or relating to this EULA will be in the Courts of British Columbia.
  21. General.  Time is of the essence of this EULA and the transactions contemplated hereby. This EULA, the Terms of Service, and the Privacy Policy set forth the entire agreement of the parties concerning the matters addressed herein, and there are no conditions, agreements, representations, warranties, or understandings, express or implied, except as set forth herein. Any waiver of any provision under this EULA must be in writing and will only be effective in the specific instance and for the specific purpose for which it was given. No failure or delay on the part of any party in exercising any power or right under this EULA will operate as a waiver of such power or right. If any covenant or provision herein is determined to be void or unenforceable in whole or in part, it will be severable from and will not be deemed to affect or impair the enforceability or validity of any other covenant or provision of this EULA or part thereof.

Appendix “A”

If you downloaded the Software from the App Store operated by Apple Inc. (“Apple”), the following additional terms apply:

  1. You acknowledge that this EULA is between You and Avigilon only, and not with Apple, and Avigilon is solely responsible for the Software.
  1. Your license granted to the Software is a non-transferable license limited to use on any Apple-branded products that You own or control and as permitted by the Usage Rules set forth in the App Store Terms of Service.
  1. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Software.
  1. In the event of any failure of the Software to conform to any applicable warranty, You may notify Apple, and Apple will refund any purchase price for the Software to You; and to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Software, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be Avigilon’s responsibility.
  1. You acknowledge that Avigilon, not Apple, is responsible for addressing any claims of You or any third party relating to the Software or Your possession and/or use of the Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
  1. You acknowledge that, in the event of any third party claim that the Software or Your possession and use of the Software infringes that third party’s intellectual property rights, Avigilon, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
  1. You represent and warrant that (i) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties.
  1. Avigilon has an address at Box 378, #101-1001 West Broadway, Vancouver, BC, Canada, V6H 4E4.  You may contact Avigilon at 1.888.281.5182 or support@avigilon.com with questions, complaints or claims with respect to the Software.
  1. You acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this EULA, and that, upon Your acceptance of this EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce this EULA against You as a third party beneficiary thereof.

Privacy Policy

AVIGILON BLUE™

PRIVACY POLICY

Overview

This Privacy Policy is specific to the Avigilon Blue subscription-based video surveillance service (the “Service”), 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”). This Privacy Policy also supplements the Avigilon Blue Terms and Conditions of Service (https://connect.blue.avigilon.com/terms) (the “Terms of Service”) and applies to the operation of the Service by Avigilon and the use of the Service by any subscribers to the Service (each, a “Subscriber”).

This Privacy Policy and the applicable provisions of the Terms of Service: (1) govern Avigilon’s access to, collection of, and use of any “User Generated Data” (as such term is defined in the Terms of Service) 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 User Generated Data by Avigilon; and (3) set forth certain information and requirements relevant to a Subscriber and its use of the Service. Each Subscriber and Avigilon acknowledge and understand that User Generated 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 Service, and as a condition to otherwise using or accessing the Service, each Subscriber acknowledges and agrees to this Privacy Policy and consents to: (1) Avigilon’s access to, and collection, use, and storage of, Subscriber’s User Generated Data in accordance with the terms of this Privacy Policy and the Terms of Service; and (2) any access to, and collection, use, and storage of, Subscriber’s User Generated Data by any third party service providers, as contemplated by this Privacy Policy, to the extent necessary for the operation and provision of the Service to Subscriber.

Subscriber acknowledges that its User Generated 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 a Subscriber’s User Generated 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 Service. If a Subscriber is using the Service 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 Service, and as a condition to otherwise using or accessing the Service, each Subscriber consents to the transfer of its User Generated 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 that a Subscriber operates may impose certain responsibilities on Subscriber in connection with its use of the Service including, without limitation, Subscriber’s collection, use, or storage of personal information in connection with its use of the Service. Subscriber (and not Avigilon) is responsible for ensuring that Subscriber complies with any applicable laws when Subscriber uses the Service. 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 Service. 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 Service 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 User Generated Data

In providing and operating the Service, Avigilon may receive or otherwise have direct or indirect access to a Subscriber’s User Generated 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 Service that is provided by a Subscriber and collected by Avigilon in connection with the administration of the Service.
  2. Video Data – This may include video data generated and stored by a Subscriber in its Avigilon Blue-based video surveillance system (including the Microsoft Azure cloud component of the Service) 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 Service setup, configuration, usage or performance data that Avigilon has access to and collects in connection with the operation and administration of the Service. This data does not typically include any personal information.

Use of User Generated Data

In accordance with the Terms of Service and this Privacy Policy, Avigilon will only use, retain or otherwise process a Subscriber’s User Generated Data as follows:

  1. to operate, maintain, develop, or improve the Service or other Avigilon products and services;
  2. to communicate information about the Service 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 Service.

Notwithstanding the foregoing, certain types of User Generated Data which is collected in an anonymized format (“Aggregated Data”), such as information regarding usage levels, performance, and patterns, may be collected and analyzed by Avigilon at any time. Aggregated Data may include the frequency, and types of alerts, rules used to generate alerts, and the timing of alerts. Avigilon may also share Aggregated Data with third parties, including Google Inc., 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 the User Generated Data in question. These safeguards are designed to protect a Subscriber’s User Generated Data from loss and unauthorized access, copying, use, modification or disclosure. Amongst other things, in order to help safeguard the privacy of User Generated Data. Avigilon requires that its employees and personnel with access to any User Generated 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 a Subscriber’s User Generated 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 each Subscriber’s User Generated Data, but Avigilon cannot warrant or guarantee the security of any User Generated Information transmitted or otherwise made available to Avigilon, and such transmissions are at Subscriber’s own risk.

Retention of User Generated Data

Avigilon applies a general rule of keeping any User Generated 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 User Generated 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 User Generated 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 User Generated 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. User Generated 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 User Generated 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 User Generated Data information, 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, the Subscribers’ User Generated 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 User Generated Data by Third Parties

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

  1. Certain User Generated Data will be stored on Microsoft Azure, a cloud service provided by Microsoft Inc. (“Microsoft”) and utilized by Avigilon and Subscribers in the operation of the Service. For information regarding Microsoft’s collection, use, and storage of User Generated Data, please refer to:
  2. Certain User Generated Data may be transmitted or transferred through a supplementary cloud software platform provided by Twilio Inc. (“Twilio”) that is incorporated into the operation of the Service. For information regarding Twilio’s collection, transfer, and security of User Generated Data, please refer to:
  3. Certain User Generated 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 Service. 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.
  4. Each Subscriber may transmit or otherwise make available User Generated Data, directly or indirectly, to any “Authorized Reseller” (as such term is defined in the Terms of Service) involved in the administration of such Subscriber’s subscription for the Service and such Subscriber’s use of the Service. Avigilon cannot and does not control the collection, storage or sharing of User Generated Data by any Authorized Resellers. Subscribers should contact the applicable Authorized Reseller(s) for information related to their collection, use, and storage of the Subscriber’s User Generated 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 Service or within the Service.

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.

Terms and Conditions of Service

AVIGILON BLUE™

TERMS AND CONDITIONS OF SERVICE

These terms and conditions of service (these “Terms of Service”) govern the provision of the Service by Avigilon and the use of the Service by each Subscriber and its Authorized Personnel. Additional terms and conditions applicable to the use of the Service are contained in the EULA and the Privacy Policy.

These Terms of Service do not apply to any Authorized Reseller unless and only to the extent that such Authorized Reseller has subscribed for the Service as a consumer, for its own use, and not for resale, in which case these Terms of Service will apply to such Authorized Reseller as they apply to any Subscriber.

In respect of each Subscriber and its Authorized Personnel, by: (1) clicking “ACCEPT” or otherwise indicating assent to these Terms of Service electronically; or (2) accessing or using the Service, Subscriber and its Authorized Personnel affirm that they have read, understand, and agree to be bound by these Terms of Service.  If the individual who is providing this affirmation and agreement to be bound by these Terms of Service is doing so on behalf of a corporation or other legal entity, such as, for example, his or her employer, such individual represents and warrants to Avigilon that he or she is authorized to provide such affirmation and agreement to be bound by these Terms of Service on behalf of such entity.

For each Subscriber, these Terms of Service constitute, and will be interpreted as, an agreement between such Subscriber (and, as applicable, its Authorized Personnel) and Avigilon and not an agreement amongst Avigilon and all Subscribers.

  1. Definitions. In these Terms of Service, the following terms have the following meanings:
    1. Applicable Laws” means any and all laws (statutory, common, or otherwise), rules, regulations, orders, injunctions, judgments, rulings or other similar requirement, including data protection laws, export laws, and personal privacy laws, that are binding upon or applicable to Subscriber, its Authorized Personnel, Subscriber’s business, or the use of the Service or any User Generated Data, including in: (i) the jurisdictions in which Subscriber or its Authorized Personnel use the Service; (ii) the jurisdictions in which each camera, microphone, or other recording or surveillance device which generates User Generated Data is located; and (iii) the jurisdictions in which individuals whose personal information may be captured using the Service are located.
    1. Authorized Personnel” means any individual that is either: (i) authorized by Subscriber to access and use the Service on behalf of such Subscriber; or (ii) granted access to the Service by Subscriber.  Authorized Personnel may include, but are not limited to, Subscriber’s employees, consultants, contractors, and agents.
    1. Authorized Reseller” means a person that is duly and validly authorized by Avigilon to sell the Service to Subscribers.
    1. Avigilon” means Avigilon Corporation together with any corporation or other entity directly or indirectly controlling, controlled by, or under common control with Avigilon Corporation, where ‘control’ means the ownership of greater than 50% of the shares, voting rights, participation or economic interest in such corporation or other entity.
    1. Blue Connect Device” means the hardware device (distributed under the product name “Avigilon Blue Connect”) developed or distributed (directly or indirectly) by Avigilon, or any replacement device, necessary for the operation of the Service.
    1. EULA” means the end-user license agreement applicable to the software that underlies and operates the Service and the Blue Connect Device, available at https://connect.blue.avigilon.com/eula, as may be amended from time to time.
    1. Excused Downtime” means any period of unavailability or inoperability caused by a Force Majeure Event.
    1. Force Majeure Event” means any circumstance or occurrence beyond the reasonable control of Avigilon, including, without limitation, acts or omissions by a public authority, acts of God, strikes, blockades, acts of terrorism, riots, storms, earthquakes, explosions, fires, floods, Internet or telecommunications failures/outages/delays, third-party hosting facility failures, denial of service attacks, or other similar occurrences.
    1. Intellectual Property” means intellectual property and rights thereto and therein, and includes inventions (whether or not patented or reduced to practice), patents, designs, know-how, copyrights, trade secrets, trademarks, service marks, logos, and commercial symbols, and all other rights in, claims related to, and applications and registrations associated therewith.
    1. Maintenance Period” means any period during which the Service is unavailable for maintenance reasons, including the implementation of any updates, enhancements, patches, fixes, or error corrections.
    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 is utilized by Avigilon as a means of providing the Service (or portions thereof) to Subscriber.
    1. Order Form” means an order form, or similar documentation, pursuant to which Subscriber subscribes for the Service through either an Authorized Reseller or Avigilon.
    1. Privacy Policy” means the privacy policy applicable to the Service, available at https://connect.blue.avigilon.com/privacy, as may be amended from time to time.
    1. Service” means the Avigilon Blue service, a cloud-based security and surveillance platform developed by Avigilon.
    1. Subscriber” means the person that has subscribed for the Service through either an Authorized Reseller or from Avigilon pursuant to an Order Form.  For greater certainty, an Authorized Reseller that subscribes for the Service will not be considered a Subscriber unless and only to the extent that such Authorized Reseller subscribes for the Service as a consumer, for its own use, and not for resale to another person.
    1. User Generated Data” means: (i) any data or content, including but not limited to audio and video files and data, that Subscriber or its Authorized Personnel generate, collect, record, transmit, or store in connection with their use of the Service; (ii) any system or Service setup, configuration, usage or performance data, including but not limited to the names and contact information for Subscriber and its Authorized Personnel, that Subscriber or its Authorized Personnel generate, collect, record, transmit, or store in connection with their use of the Service; and (iii) any data, content, or other information that Subscriber or its Authorized Personnel provide to Avigilon, including through an Authorized Reseller, for customer or technical support purposes.
  1. Use of the Service
    1. Provision of Access and Use. Subject to Subscriber’s continued payment of all license and subscription fees applicable to its use of the Service, and subject to the continued compliance with these Terms of Service by Subscriber and its Authorized Personnel, Avigilon grants Subscriber and its Authorized Personnel a limited, non-exclusive, non-transferable right to access and use the features and functions of the Service.
    1. Involvement of Authorized Reseller. Subscriber acknowledges that: (i) unless Subscriber is purchasing the Service directly from Avigilon, payment terms for the Service must be established separately and independently between Subscriber and the applicable Authorized Reseller; (ii) the terms and conditions of any Order Form or other agreement between Subscriber and the applicable Authorized Reseller are not binding on Avigilon; (iii) an Authorized Reseller is not Avigilon’s agent and is not authorized to alter, amend, or modify these Terms of Service, or otherwise grant any additional rights relating in any way to the Service; and (iv) Subscriber’s non-payment of any amount owed to Avigilon or an Authorized Reseller relating to the Service will constitute a basis for Avigilon’s termination of the Service. Avigilon makes no representation or warranty with regard to, and assumes no responsibility or liability for, any services (including, without limitation, installation, configuration, or support services) provided to Subscriber or its Authorized Personnel by any third party, including, without limitation, any Authorized Reseller from whom Subscriber obtained its subscription to the Service.
    1. Responsibilities of Subscriber and Authorized Personnel. Each of Subscriber and its Authorized Personnel acknowledges and agrees that it shall, in accessing and using the Service (including its use of any User Generated Data), comply with these Terms of Service, the EULA, the Microsoft AUP, and all Applicable Laws. Each of Subscriber and its Authorized Personnel acknowledges and understands 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.
    2. Subscriber acknowledges and agrees that it shall be responsible and liable for any breach of these Terms of Service, the EULA, or the Microsoft AUP by any of its Authorized Personnel. Subscriber must promptly notify Avigilon of any use of the Service by Subscriber or its Authorized Personnel that is in breach of these Terms of Service, the EULA, or the Microsoft AUP.

    1. General Usage Restrictions. Each of Subscriber and its Authorized Personnel acknowledges and agrees that it shall not: (i) modify, create derivative works from, reverse engineer, or reverse assemble, translate, decompile, or reverse compile the Service, or attempt to obtain or perceive its source code; (ii) disclose any password or access protocols in respect of the Service to any person (except as between Subscriber and its Authorized Personnel) or otherwise allow any person other than Subscriber’s Authorized Personnel to gain access to the Service; (iii) copy, sublicense, reproduce, rent, sell, lease, distribute, pledge, assign, or otherwise transfer, or encumber rights to the Service, or any part thereof, or use them for the benefit of any third party or include any Service in any other product offering; or (iv) use the Service in violation of the rights of any third party, including third party Intellectual Property rights. In addition, Subscriber and its Authorized Personnel shall not use the Service to: (v) interfere with or disrupt the integrity, availability, reliability, or performance of the Service 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 Service, its users, or Avigilon; or (vii) attempt to gain unauthorized access to the Service, computer systems, or networks related to the Service.
    1. Data Transfer and Personal Information. Each of Subscriber and its Authorized Personnel understands and acknowledges that Avigilon uses third-party service providers, including cloud storage and transfer platforms, in conjunction with the Service (including, as applicable, Microsoft Azure). Accordingly, any information, including personal information, collected by Subscriber or its Authorized Personnel in connection with the use of the Service may be processed in, and subject to the laws of jurisdictions other than the jurisdiction(s) where Subscriber or its Authorized Personnel are located, or where the personal information was originally collected. Avigilon does not represent or warrant that the Service is appropriate for use in any particular jurisdiction. By using the Service, Subscriber and its Authorized Personnel represent that it, and they, have provided appropriate notice of, and obtained appropriate consent to, the cross-border transfer and processing of any personal information that Subscriber or its Authorized Personnel collect, record, transmit, or store in connection with the Service, in accordance with the laws and regulations applicable to such transfers and processing.
  1. Ownership.
    1. Service. The Service and any Intellectual Property underlying the Service or the Blue Connect Device, including but not limited to the software that operates the Service or the Blue Connect Device is, and will be and remain the exclusive property of Avigilon or, as applicable, its licensors. Except as specifically set forth herein, these Terms of Service do not and will not constitute an express or implied license, agreement, or grant to Subscriber or any Authorized Personnel of any rights to or under any of Avigilon’s Intellectual Property.
    1. Improvements. Subscriber and its Authorized Personnel grant Avigilon a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations, or other feedback that Subscriber or the Authorized Personnel provide, directly or indirectly, to Avigilon relating to the operation of the Service.
    1. User Generated Data. As between Subscriber and Avigilon, Avigilon acknowledges and agrees that Subscriber owns all rights, title, and interest in and to all User Generated Data.  Subscriber grants a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to Avigilon to use any User Generated Data in order to operate, maintain, or improve the Service or other Avigilon products and services.
  1. Transfer. With respect to its rights to access and use the Service acquired under any particular Order Form, Subscriber may only transfer such rights to a third party: (a) as part of a permanent sale or transfer of all of such rights to the third party; (b) if Subscriber and its Authorized Personnel cease, in every manner, to access or use the Service pursuant to such rights; and (c) if the third party agrees to be bound by these Terms of Service. Satisfaction of all these conditions is required; failure to meet any of these conditions renders such transfer null and void.
  1. Privacy. In connection with the use of the Service, Subscriber and its Authorized Personnel may transmit or otherwise make available, User Generated Data, directly or indirectly, to Avigilon. Avigilon’s access to, and use of such User Generated Data, will be governed by these Terms of Service and the terms of the Privacy Policy.
  1. Service Warranty. Subject to Subscriber’s continued payment of all license and subscription fees applicable to its use of the Service, and subject to continued compliance with these Terms of Service by Subscriber and its Authorized Personnel, Avigilon will use commercially reasonable efforts to: (a) maintain the security and integrity of the Service; and (b) make the Service available 24 hours a day, 7 days a week, except for any Maintenance Period and Excused Downtime.  Avigilon will use commercially reasonable efforts to provide advance notice of any Maintenance Period, which notice may be provided through the Service.  Separately, the Blue Connect Device is subject to the Avigilon Limited Warranty available online at http://avigilon.com/support-and-downloads/warranty/avigilon.
  2. AVIGILON DOES NOT WARRANT THAT THE SERVICE WILL MEET SUBSCRIBER’S REQUIREMENTS OR NEEDS, OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, OR THAT THE SERVICE WILL BE ERROR-FREE, OR THAT ANY DEFECTS OR ERRORS IN THE SERVICE WILL BE CORRECTED.  

    EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND AVIGILON DISCLAIMS ANY AND ALL OTHER PROMISES, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF: (A) MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) ACCURACY OR COMPLETENESS OF RESPONSES, RESULTS, OR INFORMATIONAL CONTENT; (C) TITLE OR NON-INFRINGEMENT OR NON-MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, SUBJECT TO THE INDEMNIFICATION OBLIGATIONS OF AVIGILON IN SECTION 8 OF THESE TERMS OF SERVICE; (D) QUALITY AND FUNCTIONALITY OF INSTALLATION OF THE SERVICE, ANY BLUE CONNECT DEVICE, OR RELATED HARDWARE AND SOFTWARE BY AN AUTHORIZED RESELLER OR OTHER THIRD PARTIES; OR (E) INTEGRATION AND COMPATIBILITY OF THE SERVICE OR ANY BLUE CONNECT DEVICE WITH THIRD PARTY HARDWARE. AVIGILON SHALL NOT BE RESPONSIBLE FOR PROBLEMS IN THE INTERACTION OF THE SERVICE WITH NON-AVIGILON SOFTWARE OR HARDWARE PRODUCTS.

  1. Limitations of Liability. Avigilon shall have no liability to Subscriber for any unauthorized use, corruption, deletion, destruction, or loss of any User Generated Data.
  2. IN NO EVENT WILL AVIGILON, NOR ANY OF ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR OTHER PERSONNEL (COLLECTIVELY, THE “AVIGILON PARTIES”), BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, RELIANCE, COVER, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS; LOSS OF SAVINGS; LOSS OF CONFIDENTIAL OR OTHER INFORMATION; BUSINESS INTERRUPTION; PERSONAL INJURY; LOSS OF PRIVACY; LOSS OR DAMAGE OF OR TO PROPERTY, SYSTEMS, RECORDS, OR DATA; FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE; NEGLIGENCE; AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SERVICE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, THIRD PARTY CLAIMS, LIABILITIES RELATED TO AN INDIVIDUAL’S PRIVACY RIGHT, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THESE TERMS OF SERVICE, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR BREACH OF WARRANTY OF AN AVIGILON PARTY, AND EVEN IF AN AVIGILON PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR VERIFYING THE SECURITY, ACCURACY AND ADEQUACY OF ANY OUTPUT FROM THE SERVICE, AND FOR ANY RELIANCE THEREON.

    NOTWITHSTANDING ANY DAMAGES THAT SUBSCRIBER MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF THE AVIGILON PARTIES AND ANY LICENSOR OF AVIGILON UNDER ANY PROVISION OF THESE TERMS OF SERVICE AND SUBSCRIBER’S EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING WILL IN NO CASE EXCEED THE AMOUNT ACTUALLY PAID BY SUBSCRIBER TO AVIGILON FOR THE SERVICE IN THE PRECEDING SIX MONTH PERIOD.

    THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

  1. Indemnity by Avigilon. Avigilon will indemnify and hold Subscriber harmless from and against any and all claims, suits, or proceedings based on an allegation that the Service infringes a United States patent, trade secret, or copyright, provided that: (a) Subscriber notifies Avigilon in writing within 10 days of becoming aware of the claim, suit, or proceeding; (b) Avigilon has sole conduct of the defense, settlement, or defense and settlement, of any such claim, suit, or proceeding; (c) Subscriber provides all reasonably necessary assistance to Avigilon, at Avigilon’s reasonable expense, in such defense or settlement proceedings; (d) the claim, suit, or proceeding does not result from any unauthorized use or modification of the Service, or from the use of the Service in conjunction with any hardware or software not supplied or approved by Avigilon; and (e) Subscriber has not made and does not make any admissions in respect of such alleged infringement.
  2. In the event that the Service or any part thereof becomes, or in Avigilon’s opinion is likely to become, the subject of a claim of infringement of an United States patent, trade secret, or copyright, or the use of the Service or any part thereof is enjoined as a result of any such claim, Subscriber shall permit Avigilon, at its sole option and expense, to: (i) procure for Subscriber the right to continue using the Service; (ii) replace the Service with non-infringing alternatives; (iii) modify the Service so that it becomes non-infringing; or (iv) terminate Subscriber’s access to the Service and refund the applicable license and subscription fees paid by Subscriber over the preceding six month period.

    The foregoing states the entire liability of Avigilon with respect to any actual or alleged infringement by the Service, or any part thereof, of any United States patent, trade secret, or copyright.

  1. Indemnity by Subscriber. Subscriber will defend, indemnify, and save harmless the Avigilon Parties from and against all actions, proceedings, demands, claims, liabilities, losses, damages, judgments, costs, and expenses including, without limiting the generality of the foregoing, reasonable legal fees and disbursements actually incurred, together with all applicable taxes, which any such indemnified person may be liable to pay or may incur by reason of, or directly or indirectly arising out of, any breach of these Terms of Service, the EULA, the Microsoft AUP, or any Applicable Laws by Subscriber or any of its Authorized Personnel.
  1. Term, and Suspension and Termination of Service
    1. Term of Service. Subject to these Terms of Service, Subscriber’s subscription for the Service will continue for the term set forth in each valid and applicable Order Form. Access to and use of the Service by Subscriber and its Authorized Personnel will automatically terminate at the end of such term.
    1. Termination by Avigilon. Avigilon may, at its option, immediately restrict access to, suspend, terminate, or modify the Service (as otherwise available to Subscriber and its Authorized Personnel) in the event that: (i) Subscriber or any of its Authorized Personnel breach any provision of these Terms of Service; (ii) Subscriber fails to pay any amounts owing in accordance with an applicable Order Form; (iii) the Authorized Reseller that Subscriber purchases the Service from fails to pay any amounts owing by such Authorized Reseller to Avigilon in relation to the provision of the Service, or otherwise breaches the terms of its agreement with Avigilon in respect of the Service; (iv) Avigilon, in its sole discretion, determines that the User Generated Data, or the use of the Service by Subscriber or any of its Authorized Personnel, threatens the security, integrity, or availability of the Service or violates any Applicable Law; or (v) any law: (A) subjects Avigilon or Microsoft to requirements not generally applicable to businesses in the relevant jurisdiction, (B) imposes undue economic hardship on Avigilon or Microsoft in connection with the provision of the Service or Microsoft Azure, respectively, or (C) causes Avigilon to believe that the Service, or causes Microsoft to believe that Microsoft Azure, may conflict with such law.
    1. Effect of Suspension. Upon any restriction or suspension of Subscriber’s access to the Service implemented by Avigilon pursuant to Section 10(b) above, until the causal factor of any such restriction/suspension is rectified to Avigilon’s satisfaction: (i) Subscriber and its Authorized Personnel must immediately discontinue all use of the Service (except as may otherwise be specifically permitted by Avigilon pursuant to the terms of such restriction/suspension); (ii) to the extent within its reasonable control, Subscriber must promptly rectify the causal factor of the restriction/suspension; and (iii) Avigilon will, at its discretion, cease providing the Service (or portion thereof) to Subscriber and its Authorized Personnel.
    1. Effect of Termination. Upon termination of Subscriber’s subscription for or access to the Service pursuant to Section 10(b) above or otherwise: (i) Subscriber and its Authorized Personnel must immediately discontinue all use of the Service; (ii) Subscriber must promptly pay all remaining amounts, if any, due and payable under the applicable Order Form(s); and (iii) Avigilon will cease providing the Service to Subscriber and its Authorized Personnel and, at its discretion, may at any time thereafter delete all User Generated Data then in Avigilon’s systems or otherwise in its possession.
    1. Survival. The provisions of these Terms of Service which, by their terms, require performance after the expiration or earlier termination of the Service or these Terms of Service, including but not limited to those contained in Sections 2(c) (Responsibilities of Subscriber and Authorized Personnel), 2(d) (General Usage Restrictions), 2(e) (Data Transfer and Personal Information), 3 (Ownership), 5 (Privacy), 6 (Service Warranty), 7 (Limitations of Liability), 9 (Indemnity by Subscriber), 10 (Term and Termination of Service), 12 (Publicity),  and 14 (Governing Law), will survive the expiration or earlier termination of the Service or these Terms of Service.
  1. Amendment. Except as provided for below, any amendment to these Terms of Service must be put in writing and signed by both Avigilon and Subscriber prior to being in effect. Notwithstanding the foregoing:
    1. Avigilon reserves the right to unilaterally amend these Terms of Service without advance notice to Subscriber where the amendments involve: (i) correcting typographical errors; (ii) correcting inconsistent, incorrect, or ambiguous wording for the purpose of clarifying the intended purpose and intent of the applicable wording (but without altering its nature or scope); or (iii) updating the Terms of Service to better address or comply with the provisions of Applicable Laws.
    1. Avigilon reserves the right to unilaterally modify, amend, or replace these Terms of Service, at any time and from time to time, upon providing Subscriber with at least 30 days’ advance notice of such modification, amendment, or replacement.  Continued use of the Service by Subscriber or its Authorized Personnel after the conclusion of any such notice period will be deemed to represent Subscriber’s agreement with, and consent to be bound by, any such modified, amended, or replacement Terms of Service.
    1. These Terms of Service may be superseded by a subsequent set of terms and conditions of service that Subscriber agrees to in connection with Avigilon’s providing Subscriber with any future release, upgrade, modification, or update to the Service.
  1. Publicity. Avigilon may use Subscriber’s name and logo to identify Subscriber as a customer of Avigilon and a user of the Service, on Avigilon’s website, in Avigilon’s marketing materials, and in otherwise marketing the Service, provided that: (a) any such reference made by Avigilon is truthful; and (b) as applicable, Avigilon complies with any brand standard or usage guidelines of Subscriber that are published on Subscriber’s website or that are otherwise provided by Subscriber to Avigilon in writing.
  1. Notices. Avigilon may provide any notice to Subscriber under these Terms of Service by posting a notice to the website for the Service (http://avigilon.com/blue/) or otherwise within the Service, or by sending a message to the email address then associated with Subscriber’s account.  Notice provided by posting to the website for the Service or within the Service will be effective upon posting, and notices provided by email will be effective when Avigilon sends the email.  It is Subscriber’s responsibility to keep Subscriber’s account contact email address current.  Subscriber will be deemed to have received any email sent to the email address then associated with Subscriber’s account when Avigilon sends the email, whether or not Subscriber actually receives it.
  2. Notices provided to Avigilon by Subscriber under these Terms of Service must be sent by courier, or registered or certified mail to Avigilon Corporation Box 378, #101-1001 West Broadway, Vancouver, Canada, V6H 4E4, attention: Customer Service.  Notices sent by Subscriber to Avigilon are effective upon receipt by Avigilon.

  1. Governing Law. These Terms of Service are governed and controlled in accordance with the laws of British Columbia, Canada without regard to conflicts of law principles that would apply the laws of any other jurisdiction. Exclusive jurisdiction over and venue of any suit arising out of or relating to these Terms of Service will be in the Courts of British Columbia.
  1. General. Time is of the essence of these Terms of Service and the transactions contemplated hereby. These Terms of Service, the EULA, and the Privacy Policy set forth the entire agreement of the parties concerning the matters addressed herein, and there are no conditions, agreements, representations, warranties, or understandings, express or implied, except as set forth herein. Any waiver of any provision under these Terms of Service must be in writing and will only be effective in the specific instance and for the specific purpose for which it was given. No failure or delay on the part of any party in exercising any power or right under these Terms of Service will operate as a waiver of such power or right. If any covenant or provision herein is determined to be void or unenforceable in whole or in part, it will be severable from and will not be deemed to affect or impair the enforceability or validity of any other covenant or provision of these Terms of Service or part thereof.