Terms of Service
VigilSight, Inc. and its subsidiaries (collectively, “VigilSight”) provides: (1) a VigilSight user account website that may be accessed at www.vigilsight.com (a “Site”), (2) services accessible through the Sites (“Web Apps”), and (3) subscription services, including services that can be accessed using the Web Apps (“Subscription Services”), and in other ways that VigilSight provides. Some VigilSight Products and Services can be used together or in ways that integrate with products and services from third parties. The term “Services” means the Sites, Web Apps, Mobile Apps, and Subscription Services.
These Terms of Service (“Terms” or “Agreement”) govern your access to and use of the Services. Please read these terms carefully. THEY REQUIRE THE USE OF MANDATORY BINDING ARBITRATION TO RESOLVE DISPUTES RATHER THAN JURY TRIALS OR CLASS ACTIONS. PLEASE FOLLOW THE INSTRUCTIONS IN THE DISPUTE RESOLUTION AND ARBITRATION SECTION BELOW IF YOU WISH TO OPT OUT OF THIS PROVISION. The term “you,” as used in these Terms, means any person or entity who accesses or uses the Services and any person or entity who creates an Account (as defined in Section 2(a)) and accepts these Terms, including Owners, Authorized Users (as defined in Section 2(b)), and the parents or guardians of Authorized Users, as applicable (as described in Section 1(b)(ii)). These Terms give you specific legal rights, and you may also have other legal rights in addition, which vary from jurisdiction to jurisdiction. THE DISCLAIMERS, EXCLUSIONS, MANDATORY AND BINDING ARBITRATION, LIMITATIONS OF LIABILITY, INDEMNIFICATION, WAIVER OF JURY TRIAL, WAIVER OF CLASS ACTION AND WAIVER OF PUNITIVE DAMAGES UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages or other rights, so those provisions of these Terms may not apply to you.
THESE TERMS ARE A LEGAL AGREEMENT. BY ACCEPTING THESE TERMS THROUGH A SITE, OR WEB APP OR BY ACCESSING AND USING THE SERVICES (INCLUDING THE SITES), YOU ARE ACCEPTING AND AGREEING TO THESE TERMS ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT IN CONNECTION WITH THE ACCESS AND USE. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY (SUBJECT TO SECTION 1(b)(ii) BELOW) TO ACCEPT AND AGREE TO THESE TERMS ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT. YOU REPRESENT THAT YOU ARE, SUBJECT TO SECTION 1(b)(ii) BELOW, OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION OR RESIDENCE TO USE OR ACCESS THE SERVICES AND TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THESE TERMS, YOU SHOULD DISCONNECT YOUR PRODUCTS FROM YOUR ACCOUNT (AS DESCRIBED BELOW) AND CEASE ACCESSING OR USING THE SERVICES AND PRODUCTS.
AS DESCRIBED BELOW, SECTIONS 4 AND 5 DESCRIBE IMPORTANT LIMITATIONS OF THE SERVICES, ESPECIALLY IN CONNECTION WITH LIFE SAFETY AND CRITICAL USES. PLEASE READ THESE DISCLOSURES CAREFULLY, AS YOU ARE ACKNOWLEDGING THEM AND ACCEPTING THEM.
Overview, Eligibility, Customer Service, Term and Termination
(b) Eligibility. (i) You may use the Services only if you have the legal capacity to form a binding contract with VigilSight (except subject to the provisions of clause (1)(b)(ii) below), you accept these Terms through a Site, Web App, or by accessing or using the Services and only if you are in compliance with these Terms and all applicable local, state/provincial, national, and international laws, rules, and regulations.
VigilSight recommends Authorized Users be adults over the age of 21. Owners assume all liability for the actions or inactions of its Authorized Users, including those under the age of 18.
Any use or access to the Services by individuals under the age of 13 (or equivalent minimum age in the jurisdiction where you reside) is strictly prohibited and is a violation of these Terms. The Services and Products are not available to any users previously prohibited from using the Services and Products by VigilSight.
(c) Customer Service. If you have any questions or concerns regarding the Services, or these Terms, please contact VigilSight. You understand and agree that customer service and any customer care and support offered and provided by VigilSight is not a 911 service or dispatch center, an emergency service provider or dispatch service, or a lifesaving solution for people at risk in their home or otherwise. PLEASE DO NOT CONTACT CUSTOMER SERVICE OR ANY CUSTOMER CARE AND SUPPORT OFFERED BY VigilSight WITH ANY LIFE/SAFETY EMERGENCY, MEDICAL EMERGENCY, OR ANY OTHER EMERGENCY. IF YOU HAVE ANY SUCH EMERGENCY, YOU SHOULD IMMEDIATELY CONTACT THE POLICE, FIRE DEPARTMENT, 911 OR APPROPRIATE EMERGENCY RESPONSE SERVICE.
(d) Term and Termination. These Terms will remain in full force and effect so long as you continue to access or use the Services, or until terminated in accordance with the provisions of these Terms. At any time, VigilSight may (i) suspend or terminate your rights to access or use the Services, or (ii) terminate these Terms with respect to you if VigilSight in good faith believes that you have used the Services in violation of these Terms, including any incorporated guidelines, terms or rules.
Suspension or Termination of Access. We have the right to deny access to, and to suspend or terminate your access to the Services, or to any features or portions of such, and to remove and discard any Data, content or materials you have submitted, at any time and for any reason, including for any violation by you of these Terms. In the event that we suspend or terminate your access to and/or use of the Services, you will continue to be bound by the Terms that were in effect as of the date of your suspension or termination.
(e) Effect of Termination. Upon termination of these Terms, your Account and your right to use the Services will automatically terminate. If you terminate prior to the end of a Contract Period, you will still be responsible for all remaining fees of such Contract Period.
(a) Your Account. To use the Services, you must register for a user account (“Account”) and provide certain information about yourself as prompted by the applicable registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) your use of the Services will not violate any U.S. or other applicable law or regulation (e.g., you are not located in an embargoed country or are not listed as a prohibited or restricted party under applicable export control laws and regulations). You are entirely responsible for maintaining the confidentiality of your Account login information and for all activities that occur under your Account. You agree to use “strong” passwords (passwords that use a combination of upper and lower-case letters, numbers and symbols) with your Account, and to maintain your password securely to prevent others from gaining access without your permission. You agree to immediately notify VigilSight of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security. VigilSight is not liable for any loss or damage arising from your failure to comply with the above requirements.
(b) The individual who creates an Account is the “Owner” of that Account. Individuals who are authorized to access an Owner’s Services are “Authorized Users.” Authorized Users may have the ability to use the Services. Authorized Users may also have the ability to view information (including personal information) and content across all of an Owner’s Services. Authorized Users are responsible for their own actions in connection with the Services, but Owner also hereby agrees to be fully responsible for all actions taken by Authorized Users relating to the Owner’s Services and Account. If you are an Owner who invites or enables an Authorized User, you acknowledge and agree that such Authorized User may subsequently invite or enable other Authorized Users with the same access and ability to use your Products and Services set out above. As a result, if you are an Owner, you should authorize only those individuals that you trust to access your Account and Services.
Access to Services
(a) Access and Use. Subject to these Terms, VigilSight grants you a non-transferable, non-exclusive, right (without the right to sublicense) to access and use the Services by (i) using the Web Apps in connection with, and solely for the purpose of, controlling and monitoring the Products you own or are authorized to control and monitor or otherwise accessing a service explicitly provided by VigilSight for your use (the “Permitted Purpose”).
(c) Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (i) you agree not to license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services; (ii) you agree not to modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Services; (iii) you agree not to access the Services in order to build a similar or competitive service; (iv) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means; (v) you agree not to upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer or communication network, computer, handheld mobile device, data, the Services, or any other system, device or property; (vi) you agree not to interfere with, disrupt, or attempt to gain unauthorized access to, the servers or networks connected to the Services or violate the regulations, policies, or procedures of such networks; (vii) you agree not to access (or attempt to access) any of the Services by means other than through the interface that is provided by VigilSight; and (viii) you agree not to remove, obscure or alter any proprietary rights notices (including copyrights and trademark notices) which may be contained in or displayed in connection with the Services. Any future release, update, or other addition to functionality of the Services shall be subject to these Terms.
(e) Security. VigilSight cares about the integrity and security of your personal information. However, VigilSight cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
(f) Modification. VigilSight reserves the right, at any time, to modify, suspend, or discontinue the Services or any part thereof with or without notice. You agree that VigilSight will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services or any part thereof.
(g) Access Outside Certain Countries. Although the Sites are accessible worldwide, the Services provided or accessed through or on the Sites are not available to all persons or in all countries. If you choose to access the Sites from outside a country in which VigilSight supports the Services listed here (“Target Country”), you do so on your own initiative and you are solely responsible for complying with applicable local laws in your country. You understand and accept that the Sites are not designed for use in a non-Target Country and some or all of the features of the Sites may not work or be appropriate for use in such a country. To the extent permissible by law, VigilSight accepts no responsibility or liability for any damage or loss caused by your accessing or use of the Sites in a non-Target Country. You will be bound by these Terms wherever you access or use the Sites or use the Services.
Agreed Usage and Limitations of VigilSight Services
(a) Intended Use of VigilSight Services. The Services are intended to be accessed and used for non-time-critical information and control of VigilSight Services. While we aim for the Services to be highly reliable and available, they are not intended to be reliable or available 100% of the time. The Services are subject to sporadic interruptions and failures for a variety of reasons beyond VigilSight’s control, including Wi-Fi intermittency, service provider uptime, mobile notifications and carriers, among others. You acknowledge these limitations and agree that VigilSight is not responsible for any damages allegedly caused by the failure or delay of the Services.
(b) No Life-Safety or Critical Uses of the Services. You acknowledge and agree that the Services, whether standing alone or when interfaced with Third-Party Products or Services are not certified for life-safety use cases. Some examples of inappropriate life-safety use cases would be home health-care, crime scene surveillance or active violent altercations. You understand, acknowledge and agree that the Services are detection and notification services. The Service does not react to or eliminate occurrences of events such as, by way of example, fires, floods, and medical issues, and are absolutely not certified for emergency response. YOU UNDERSTAND THAT THE SERVICE IS NOT A THIRD-PARTY MONITORED EMERGENCY NOTIFICATION SYSTEM — VIGILSIGHT DOES NOT MONITOR EMERGENCY NOTIFICATIONS AND WILL NOT DISPATCH EMERGENCY AUTHORITIES TO YOUR HOME IN THE EVENT OF AN EMERGENCY. In addition, the VigilSight Customer Care and Support contacts cannot be considered a lifesaving solution for people at risk in the home, and they are no substitute for emergency services. All life threatening and emergency events should be directed to the appropriate response services. VigilSight cannot and does not provide specific information on what to do in an emergency situation in your home or elsewhere. It is your responsibility to educate yourself on how to respond to an emergency and to respond according to the specifics of your situation.
(c) Smart Home Surveillance. For Smart Home Surveillance, an approved camera device or product is required as well as a subscription plan for professional monitoring and related emergency notification and dispatch of emergency authorities (“Smart Home Surveillance”) is required for the approved devices and products to function. You further understand that such products may not function fully or at all without such subscription service being selected, enabled and current on payment. YOU UNDERSTAND AND AGREE THAT SMART HOME SURVEILLANCE WILL ONLY WORK WITH APPROVED CAMERA DEVICE PARTNERS.
d) Each of these subscription plans include the sharing of Video and Sensor Data (as defined in 6d) with one or more VigilSight Security Monitoring Center (each a “VigilSight Center”) and with VigilSight. The VigilSight Center is a location where the VigilSight Security Monitoring and Intervention Employees (“SMI Employees”) may receive and view Video and Sensor Data from Approved Camera Devices and Services.
ii) Third party Artificial Intelligence and/or other algorithms (together “Algorithms”) decides whether or not to share Video and Sensor Data with the VigilSight Center.
iii) In the event that Security Monitoring Specialist employees review a video sent by an Approved Camera Device, they will use commercially reasonable efforts to determine if a crime is in progress or if a crime is about to be committed.
Security Monitoring Specialist Employees are trained to identify suspicious behavior using practices that are standard to the art of video surveillance.
SMS Employees are trained to err on the side of safety and security, that it is better to over than under-report. SMS Employees are further trained to ensure they are assessing suspicious behavior in the most commercially reasonable manner and that the decisions they make are not based on bias or prejudice. However, and notwithstanding anything to the contrary, You understand and agree that VigilSight relies on a level of human assessment and cannot guarantee that an SMS Employee will not make an inaccurate assessment of a specific situation.
VigilSight warrants that we will use commercially reasonable efforts to identify suspicious behavior in the Sensor Data and endeavor to avoid false alarms to the extent possible.
iv) In the event SMS Employees deem that a potential crime is in progress (for example, burglary, theft, assault)(an “Event”), you agree that SMS Employees and VigilSight may respond at their sole discretion to determine if, in fact, this Event is a crime in progress and to alert the authorities (“Response”) if deemed appropriate.
v) VigilSight and SMS Employees may decide to engage Law Enforcement or Emergency Services or take other actions in their sole discretion as a part of this Response. You understand and agree that SMS Employees and VigilSight may alert the authorities when you, a resident, family member, friend or another Authorized User is potentially involved in an Event or some form of wrongdoing, and you not only agree that we may take such action but also will indemnify us for doing so. By using the VigilSight Services, you are specifically requesting that we use our commercially reasonable and discretionary efforts to report every potential crime or criminal activity that we become aware of or believe is happening, regardless of any specific event information that may or may not be relevant, and which may include reporting events that you would prefer not be reported, and which may incriminate you, other residents of your home and/or your Authorized Users. By using the VigilSight Services, you understand and agree that Events may be reported that turn out to be non-Events, and you agree that you understand and accept that possibility.
vi) You further agree that VigilSight may store any and all Sensor Data related to the Event indefinitely, or as required by law, or requested by any government agency.
(e) Permits and Registration. Some local governments have various permit or registration requirements for use of Smart Home Surveillance Services. Without the required permit or registration, emergency responders may not respond to requests from a Third-Party Monitoring Provider for emergency dispatch, and/or fines and penalties may be levied against you by the applicable local government. You understand and agree that you are solely responsible for obtaining, maintaining and renewing any permit or registration that may be required by your local government in the event you select a subscription plan for Smart Home Surveillance of approved camera devices. Further, you agree to be solely responsible for any fines and penalties that may be assessed against you arising from your failure to obtain, maintain and renew any applicable permits or registrations.
You and your Authorized Users further agree and understand that you are prohibited from using the Platform or Services: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate VigilSight’s intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to spam, phish, pharm, pretext, spider, crawl, or scrape; or (j) for any obscene or immoral purpose.
Disclosure. You agree that VigilSight may access, maintain, and disclose information you provide to VigilSight if required to do so by law or if VigilSight believes, in good faith, that such access, maintenance or disclosure is reasonably necessary to: (i) comply with any legal process; (ii) enforce this Agreement; (iii) respond to claims that any content posted, provided, transmitted, or otherwise made available by you violates the rights of third parties; (iv) respond to your customer service requests; or (v) otherwise protect the rights and property of VigilSight, its users and the general public.
(f) Reliability of Services. You acknowledge that the Services are not error-free or 100% reliable and 100% available. Proper functioning of the Services relies and is dependent on, among other things, the transmission of data through networks in your home and of third parties (“Networks Outside VigilSight”). Networks Outside VigilSight include for example your wi-fi network, approved camera device, enabled wireless device (such as a phone or tablet) and broadband internet access, internet backbone providers, telecommunications providers connecting your VigilSight Products to VigilSight or optional Cellular Backup service, for which neither VigilSight nor any wireless or data carrier is responsible. Networks Outside VigilSight may be interrupted, delayed, refused, or otherwise limited for a variety of reasons, including insufficient coverage, power outages, termination of service and access, environmental conditions, interference, non-payment of applicable fees and charges, unavailability of radio frequency channels, system capacity, upgrades, repairs or relocations, and priority access by emergency responders in the event of a disaster or emergency (collectively “Service Interruptions””). You understand that Service Interruptions to Networks Outside VigilSight may result in the Services being unreliable or unavailable for the duration of the Service Interruption. We cannot and do not guarantee that you will receive notifications in any given time or at all. YOU AGREE THAT YOU WILL NOT RELY ON THE SERVICES FOR ANY LIFE SAFETY OR CRITICAL PURPOSES. VigilSight Smart Home Surveillance will make commercially reasonable efforts to provide high-quality uninterrupted service, but we cannot guarantee 100% uptime. You acknowledge that it is your responsibility to educate yourself on how to respond to an emergency and to respond according to the specifics of your situation. VigilSight relies on third party camera devices to function properly and makes no guarantees about the functionality of these devices.
(g) Service Interruptions; Service Level and rebate. The Services may be suspended temporarily without notice for security reasons, system failure, maintenance and repair, or other circumstances. You agree that you will not be entitled to any refund or rebate for such suspensions. VigilSight offers a 99.9% uptime guarantee (“Service Level”) for its Smart Home Surveillance, during which time VigilSight Smart Home Surveillance will be accessible by at least 95% of VigilSight customers. VigilSight cannot guarantee the uptime or service quality of Networks Outside VigilSight (for example, your home cable internet provider, or in-home wifi network). If VigilSight is not able to provide 99.9% uptime for its Smart Home Surveillance, separate from any outages and lack of accessibility caused by Networks Outside VigilSight, you will be entitled to a pro-rated refund of fees commensurate with the percent of time in which VigilSight’s Smart Home Surveillance is unavailable (as defined above) in any month. Such refund will be provided automatically by VigilSight, requiring no action on your part. If you believe you are entitled to such a refund and do not receive it, you may contact VigilSight Customer Service.
(h) System Requirements. VigilSight requires properly functioning third party approved camera devices.
(i) You acknowledge that all content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. We cannot control and have no duty to take any action regarding how you may interpret and use the content or what actions you may take as a result of having been exposed to the content, and you hereby release us from all liability for you having acquired or not acquired content through the Services.
(k) You warrant, represent and agree that you will not contribute any content or otherwise use the Services in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party; (ii) violates any law, statute, ordinance or regulation or is otherwise illegal; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (iv) impersonates any person or entity, including without limitation any employee or representative of VigilSight; (v) contains a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program; (vi) jeopardizes the security of your VigilSight Account or anyone else’s Account (such as allowing someone else to log in to the Services as you); (vii) attempts, in any manner, to obtain or access the password, account, products, devices, systems, or other security information from any other user or third party; (viii) violates the security of any computer network, or cracks any passwords or security encryption codes; (ix) runs Maillist, Listserv, or any form of auto-responder or “spam” on the Services, or any processes that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure); (x) copies or stores any significant portion of the content; (xi) decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services; (xii) denigrates or disrupts any network capacity or functionality; or (xiii) engages in remote monitoring to provide professional medical care for any individual, including without limitation, in any health care and assisted living environment.
(l) Data protection and privacy laws where you live may impose certain responsibilities on you and your use of the Services. You agree that you (and not VigilSight) are responsible for ensuring that you comply with any applicable laws when you use the Services, including but not limited to (i) any laws relating to the recording or sharing of video or audio content that includes third parties, or (ii) any laws requiring notice to or consent of third parties with respect to your use a third party approved camera device.
(n) Installation, test and use. It is your responsibility to install and use the third party Products and pursuant to the applicable manual and instructions. IF A PRODUCT IS NOT PROPERLY INSTALLED, OR IF A PRODUCT OR ANY OF ITS SENSORS ARE OUTSIDE THE DETECTION RANGE OR HINDERED OR OBSTRUCTED BY WALLS, FURNITURE, PERSONAL PROPERTY OR OTHER THINGS, YOU MAY EXPERIENCE FALSE ALARMS OR DETECTION FAILURES. IT IS YOUR RESPONSIBILITY TO MINIMIZE THE NUMBER OF FALSE MOTION ALERTS. FALSE MOTION ALERTS ARE DEFINED AS NON-HUMAN TRIGGERED MOTION ALERTS. You further understand that you are responsible for selecting the locations of your cameras and sensors; and that only the areas visible to an approved camera device (“Field of View”) can be monitored for criminal activity by Smart Home Surveillance. Further, not all of the region of a Field of View can be monitored, for example if a criminal walks into a Field of View, but only 1 pixel is visible of the criminal, VigilSight cannot identify the criminal or the potential criminal behavior. In addition, the focus of the Field of View must be limited to your own personal property.
(o) Artificial Intelligence and Algorithms. Artificial Intelligence is a special type of computer algorithm that adjusts to specific types of data. The Algorithms used by VigilSight are extremely accurate, but they are not always 100% correct and Events may be misreported or not reported at all. VigilSight will continuously make commercially reasonable efforts to maintain and improve its Algorithms. If the Algorithm does not recognize a particular Event, the SMS Team may not be notified and may not be able to contact police or other emergency services. You acknowledge and understand that the Algorithms may not recognize or report an Event that occurs at your home and/or misinterpret the specifics of the situation.
(p) Smart device standards/use only VigilSight Certified Third-Party Products or Services. The Products may use various open or commonly available standards or means to communicate and work with smart or connected devices that are also similarly used by other systems or services not manufactured by VigilSight, including Wi-Fi, Bluetooth, and IP devices. HOWEVER, SMART, CONNECTED OR OTHER DEVICES AND RELATED SERVICES (“THIRD-PARTY PRODUCTS AND SERVICES”) THAT ARE NOT DESIGNATED BY VigilSight AS COMPATIBLE WITH THE PRODUCTS AND SERVICE MAY NOT WORK WITH THE PRODUCTS AND SERVICES, OR MAY HAVE LIMITED FEATURES OR FUNCTIONALITY, EVEN IF DESIGNED, SPECIFIED OR MARKETED TO OPERATE USING THE SAME OR SIMILAR STANDARDS OR MEANS OF COMMUNICATION. YOU AGREE ONLY TO USE THIRD-PARTY PRODUCTS AND SERVICES DESIGNATED BY VigilSight AS COMPATIBLE WITH THE PRODUCTS AND SERVICES. FURTHER, YOU AGREE THAT VigilSight NOT RESPONSIBLE FOR, AND YOU HEREBY RELEASE AND HOLD VigilSight HARMLESS FROM AND AGAINST, ALL LIABILITY AND DAMAGES, INJURIES OR LOSS OF LIFE ARISING FROM. RELATED TO, OR CAUSED BY, ANY ATTEMPT BY YOU TO CONNECT, OR YOUR CONNECTION AND USE OF, THIRD-PARTY PRODUCTS OR SERVICES THAT ARE NOT CERTIFIED BY VigilSight AS COMPATIBLE WITH THE PRODUCTS AND SERVICES.
(q) Law Enforcement and Emergency Services. You agree that you grant to VigilSight and SMS Employees the right to act on your behalf as an agent of You, Your Assigns and Your Property to engage with appropriate law enforcement and/or other emergency services personnel. You grant this right with the understanding that VigilSight and SMS Employees will use their sole judgment as it relates to any Event. You grant VigilSight and SMS Employees the right to cause to be arrested, or to work with Law Enforcement agencies to cause to be arrested, any person or persons suspected of committing a crime, in their sole judgment, and such right could potentially extend to you, your family, friends, Authorized Users if such persons behavior so warrants.
(r) Response Timeliness. VigilSight will use commercially reasonable effort to respond to an Event while it is still in progress. Some events may be crimes, and these crimes may happen so quickly that VigilSight does not have time to respond, and VigilSight cannot be responsible for these and other things out of their control. Further, you understand that things beyond VigilSight control (for example, Networks Outside VigilSight as defined herein, etc.) may prevent VigilSight or SMS Employees responding in a timely fashion.
(s) Hours of Operation: Vigilsight Services operate between the hours of 10:00 PM and 6:00 AM Eastern Standard Time. Any motion alerts and potential suspicious activity outside of these hours will not be monitored by VigilSight or SMS employees.
(t) Conflict amongst residents. Other than as required by law, VigilSight and SMS Employees will not provide evidence, testimony or other support in the event of a dispute between or amongst residents.
Limitations Of VigilSight Services Due to Third Parties.
(a) General. VigilSight Services rely on or interoperate with third party products and services including cameras. These third-party products and services are beyond VigilSight’s control, but their operation may directly impact or be impacted by the use and reliability of the VigilSight Services. You acknowledge and agree that: (i) the use and availability of the Services is dependent on third party product vendors and service providers, (ii) these third-party products and services may not operate in a reliable manner 100% of the time, and they may impact the way that the VigilSight Services operate, and (iii) VigilSight is not responsible for damages and losses due to the operation of these third-party products and services.
(b) Third Party Service Providers Used by VigilSight. You acknowledge that VigilSight uses third party service providers to enable some aspects of the Services – such as, for example, data storage, Cellular Backup, synchronization, and communication through Amazon Web Services, and mobile device notifications through mobile operating system vendors and mobile carriers. YOU AGREE NOT TO RELY ON THE SERVICES FOR ANY LIFE SAFETY OR TIME-CRITICAL PURPOSES. FURTHER, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO RELEASE AND HOLD HARMLESS THIRD-PARTY SERVICE PROVIDERS FROM ALL LIABILITY, DAMAGES OR LOSSES OF ANY KIND OR SORT, PERSONAL INJURY OR LOSS OF LIFE ARISING FROM YOUR USE OF THE PRODUCTS AND SERVICES .
(d) Third Party Website Links and Referrals. The Sites may contain links to other web sites operated by third parties (“Third Party Sites”) and referrals to third party vendors (“Referred Vendors”). Such Third-Party Sites and Referred Vendors are not under our control. VigilSight provides these links and referrals only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to such Third-Party Sites or Referred Vendors. Your use of these Third-Party Sites is at your own risk.
(e) Authorized Users. VigilSight is not responsible for any Authorized User’s behavior, or for any personal injury, death, property damage (including, without limitation, to your home), or other harm or losses arising from or relating to their use of the Services.
(f) Release Regarding Third Parties. VigilSight is not responsible for third parties or their products and services, including, without limitation, the App Stores, Third Party Products and Services, Third Party Sites, Referred Vendors, Equipment, ISPs, and Carriers. VigilSight hereby disclaims and you hereby discharge, waive and release VigilSight and its licensors and suppliers from any past, present, and future claims, liabilities, and damages, known or unknown, arising out of or relating to your interactions with such third parties and their products and services. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU HEREBY WAIVE ANY SIMILAR PROVISION IN ANY OTHER JURISDICTION.
Ownership and Intellectual Property
(a) VigilSight Property. You acknowledge that all intellectual property rights, including without limitation copyrights, patents, trademarks, and trade secrets, in the Product, Product Software, and Services (i.e., the Sites, Web Apps, and Mobile Apps) are owned by VigilSight or its affiliates or our licensors. Your possession, access, and use of the Product, Product Software, and Services do not transfer to you or any third party any rights, title, or interest in or to such intellectual property rights. VigilSight and its affiliates and licensors and suppliers reserve all rights not granted in these Terms. The Services are licensed to you, not sold, under these Terms.
You may only copy parts of the Services (including this Site) on to your own computer for your own personal use. You may not use the content of the Services in any other public or commercial way nor may you copy or incorporate any of the content of the Services into any other work, including your own web site without the written consent of VigilSight. You must have a license from us before you can post or redistribute any portion of the Services. Other than with respect to User Submissions, VigilSight retains full and complete title to all content on the Services, including any downloadable software and all data that accompanies it. You must not copy, modify or in any way reproduce or damage the structure or presentation of the Services or any content therein.
(b) Feedback. You may choose to, or VigilSight may invite you to submit comments, suggestions, or ideas about the Products or Services, including how to improve the Products or Services (“Ideas”). By submitting any Ideas, you agree that your submissions are voluntary, gratuitous, unsolicited, and without restriction and will not place VigilSight under any fiduciary or other obligation. VigilSight may use, copy, modify, publish, or redistribute the submission and its contents for any purpose and in any way without any compensation to you. You also agree that VigilSight does not waive any rights to use similar or related ideas previously known to VigilSight, developed by its employees, or obtained from other sources.
(c) User Submissions. You hereby grant us with a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sublicenseable and transferable right to access, display, or otherwise use your User Submissions (including all related intellectual property rights) solely in connection with providing you the Services and as directed by you. You also hereby do and shall grant each user of the Services a non-exclusive license to access and use your User Submissions through the Services and as permitted through the functionality of the Services and under these Terms. Furthermore, you understand that we retain the right to reformat, modify, create derivative works of, excerpt, and translate any User Submissions submitted by you. For clarity, the foregoing license grant to VigilSight does not affect your ownership of or right to grant additional licenses to the material in your User Submissions, unless otherwise agreed in writing.
INDEMNITY FOR THIRD PARTY ACTIONS
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND, RELEASE AND HOLD VIGILSIGHT AND ITS LICENSORS AND SUPPLIERS (COLLECTIVELY THE “VIGILSIGHT PARTIES”) HARMLESS FROM AND AGAINST (I) ALL CLAIMS, ACTIONS, LAWSUITS AND ANY OTHER LEGAL ACTION BROUGHT BY ANY THIRD PARTY AGAINST ANY OF THE VIGILSIGHT PARTIES ARISING FROM OR RELATING TO (A) YOUR USE AND EACH AUTHORIZED USER’S USE OF THE PRODUCTS OR SERVICES, (B) YOUR OR YOUR AUTHORIZED USERS’ VIOLATION OF THESE TERMS, (C) ANY USER SUBMISSIONS OR FEEDBACK YOU PROVIDE; OR (D) YOUR OR YOUR AUTHORIZED USERS’ VIOLATION OF ANY LAW OR THE RIGHTS OF ANY THIRD-PARTY (COLLECTIVELY ”THIRD PARTY ACTIONS”); AND (II) ANY AND ALL RELATED LOSSES, DAMAGES, SETTLEMENTS AND JUDGMENTS (INCLUDING PAYMENT OF THE VigilSight PARTIES’ ATTORNEYS’ FEES AND COSTS) INCURRED BY ANY OF THE VigilSight PARTIES, ASSESSED OR FOUND AGAINST ANY OF THE VigilSight PARTIES, OR MADE BY ANY OF THE VigilSight PARTIES, RELATING TO OR ARISING FROM ANY SUCH THIRD PARTY ACTION (“THIRD PARTY RELATED LOSSES”). YOU UNDERSTAND AND AGREE THAT YOUR INDEMNIFICATION OBLIGATION TO THE VigilSight PARTIES APPLIES EVEN IF SUCH THIRD-PARTY ACTION AND THIRD PARTY RELATED LOSSES ARISE FROM THE NEGLIGENCE OF ANY KIND OR DEGREE, BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY, NON-COMPLIANCE WITH APPLICABLE LAW, OR OTHER FAULT OR WRONGDOING OF ANY OF THE VigilSight PARTIES. HOWEVER, NOTHING CONTAINED HEREIN SHALL BE CONSTRUED TO REQUIRE ANY INDEMNIFICATION WHICH WOULD RENDER OR MAKE THIS CLAUSE, IN WHOLE OR IN PART, VOID AND/OR UNENFORCEABLE UNDER APPLICABLE LAW. FURTHER, YOUR INDEMNIFICATION OBLIGATION SHALL NOT APPLY TO ANY WILLFUL, WANTON, INTENTIONAL OR RECKLESS MISCONDUCT OF THE VigilSight PARTIES, OR GROSS NEGLIGENCE OF THE VigilSight PARTIES IN THOSE STATES THAT DO NOT PERMIT INDEMNIFICATION FOR GROSS NEGLIGENCE. “THIRD PARTY” IS DEFINED HEREIN TO INCLUDE, AMONG OTHERS, AN AUTHORIZED USER, AN UNAUTHORIZED USER, A SPOUSE, PARTNER, FAMILY MEMBER, GUEST, NEIGHBOR, TENANT, EMPLOYEE OR INSURANCE COMPANY. VigilSight reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify VigilSight and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without VigilSight’s prior written consent, which shall not be unreasonably withheld or delayed. VigilSight will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
(a) THE WARRANTY FOR THE PRODUCT AND PRODUCT SOFTWARE ARE SET FORTH IN THE LIMITED WARRANTY AND THE EULA, RESPECTIVELY.
(b) THE SERVICES ARE PROVIDED FOR YOUR CONVENIENCE, “AS IS” AND “AS AVAILABLE” AND VigilSight AND OUR LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.
(c) VigilSight AND OUR LICENSORS AND SUPPLIERS MAKE NO WARRANTY THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES: (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE COMPATIBLE WITH YOUR HOME NETWORK, COMPUTER OR MOBILE DEVICE; (III) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (IV) WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM VigilSight OR THOUGH THE SERVICES SHALL CREATE ANY WARRANTY.
(d) VigilSight DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH OR IN CONNECTION WITH THE PRODUCTS OR SERVICES (INCLUDING, BUT NOT LIMITED TO, THIRD PARTY PRODUCTS AND SERVICES CONNECTED THROUGH THE WORKS WITH VigilSight PLATFORM) OR ANY HYPERLINKED WEBSITE OR SERVICE, AND VigilSight WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF SUCH PRODUCTS OR SERVICES.
(e) VigilSight MAKES NO REPRESENTATIONS CONCERNING ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THE SERVICES, AND VigilSight WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED THROUGH THE SERVICES. VigilSight MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING SUGGESTIONS OR RECOMMENDATIONS OF SERVICES OR PRODUCTS OFFERED OR PURCHASED THROUGH THE SERVICES.
(f) THE SERVICES MAY PROVIDE YOU INFORMATION REGARDING YOUR PRODUCTS (“PRODUCT INFORMATION”) OR OTHER PERIPHERALS CONNECTED TO YOUR PRODUCTS (“PRODUCT PERIPHERALS”). THE TYPE OF PRODUCT PERIPHERALS THAT MAY BE CONNECTED TO YOUR PRODUCT MAY CHANGE FROM TIME TO TIME. WITHOUT LIMITING THE GENERALITY OF THE DISCLAIMERS ABOVE, ALL PRODUCT INFORMATION IS PROVIDED FOR YOUR CONVENIENCE “AS IS”, AND “AS AVAILABLE”. VigilSight DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT PRODUCT INFORMATION WILL BE AVAILABLE, ACCURATE, OR RELIABLE.
(a) WHEN YOU INSTALL, SETUP OR USE THE SERVICES YOU ARE GIVEN THE OPPORTUNITY TO CHANGE DEFAULTS OR CHOOSE PARTICULAR SETTINGS. THE CHOICES YOU MAKE CAN CAUSE NON-RECOMMENDED OR UNINTENDED OPERATION OR NON-OPERATION OF YOUR PRODUCTS AND SERVICES AND ANY CONNECTED EQUIPMENT OR SYSTEMS. YOU ASSUME ALL LIABILITY FOR ANY DAMAGES AND LOSSES CAUSED BY, OR RELATED TO, THE CHOICES YOU MAKE FOR THE PARTICULAR SETTINGS FOR THE PRODUCTS AND SERVICES, AND SETTING OR CHANGING DEFAULTS.
(b) YOU UNDERSTAND AND AGREE THAT SOME OF THE SERVICES ARE NOTIFICATION, SIGNALING AND DETECTION PRODUCTS AND SERVICES. THOSE SERVICES DO NOT ELIMINATE OCCURRENCES OF EVENTS, SUCH AS FIRES, FLOODS, BURGLARIES, ROBBERIES, AND MEDICAL ISSUES. FURTHER, YOU UNDERSTAND AND AGREE THAT THOSE SERVICES MAY NOT AVERT OR MINIMIZE SUCH OCCURRENCES OF EVENTS, OR THEIR CONSEQUENCES, AND, THEREFORE, VigilSight MAKES NO EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION (INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE) THAT THOSE SERVICES WILL SO AVERT OR MINIMIZE SUCH OCCURRENCES OF EVENTS, OR THEIR CONSEQUENCES.
(c) Except for payment obligations hereunder, if and to the extent that a Party’s performance of any of its obligations pursuant to this Agreement is prevented, hindered or delayed by fire, flood, earthquake, elements of nature or acts of God, plague or other like illness, acts of war, terrorism, riots, civil disorders, rebellions, or revolutions, or any other similar cause beyond the reasonable control of such Party (but specifically excluding labor and union-related activities) (each, a “Force Majeure Event”), and such non-performance, hindrance or delay could not have been prevented by reasonable precautions undertaken by the Party claiming a Force Majeure Event, then such Party will be excused for such non-performance, hindrance or delay of those obligations affected by the Force Majeure Event for as long as such Force Majeure Event continues and such Party continues to use its best efforts to recommence performance whenever and to whatever extent possible without delay, including through the use of alternate sources, workaround plans and other means.
Waiver of Subrogation
You should protect against any risk of loss with the appropriate insurance coverage, and you are responsible for obtaining all insurance coverage you believe is necessary. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND THE APPLICABLE POLICY OR POLICIES OF INSURANCE YOU OBTAIN AND MAINTAIN, YOU RELEASE VigilSight AND ITS LICENSORS AND SUPPLIERS FROM ALL LIABILITY FOR ANY LOSS, OCCURRENCE, EVENT OR CONDITION COVERED BY YOUR INSURANCE.
LIMITATION OF LIABILITY
Nothing in these Terms and in particular within this “Limitation of Liability” clause shall be interpreted or construed to limit or exclude liability that cannot be so limited or excluded under applicable law. IF YOU ARE DISSATISFIED WITH THE SERVICES, OR ANY MATERIALS, OR PRODUCTS THEREIN, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PRODUCTS, MATERIALS AND SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE WARRANTY AND OTHER DISCLAIMERS IN THESE TERMS, IN NO EVENT WILL (A) VigilSight BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION, ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING FROM OR RELATING TO THE SERVICES OR THE PRODUCTS, EVEN IF VigilSight KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) VigilSight’S TOTAL CUMULATIVE LIABILITY FOR ANY DIRECT DAMAGES, PROPERTY DAMAGE, PERSONAL INJURY, LOSS OF LIFE OR ANY OTHER DAMAGES NOT EXCLUDED OR PRECLUDED PURSUANT TO (A) ABOVE, ARISING FROM OR RELATED TO THE SERVICES OR THE PRODUCTS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL BE LIMITED TO AN AMOUNT NEVER TO EXCEED TWO (2) TIMES THE FEES ACTUALLY PAID BY YOU TO VigilSight OR VigilSight’S AUTHORIZED RESELLER FOR THE SERVICES OR THE PRODUCT AT ISSUE IN THE PRIOR 12 MONTHS (IF ANY).. VigilSight DISCLAIMS ALL LIABILITY OF ANY KIND OF VigilSight’S LICENSORS AND SUPPLIERS. UNDER NO CIRCUMSTANCES WILL VigilSight BE LIABLE IN ANY WAY FOR ANY CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED REGARDING USE OF OR EXPOSURE TO ANY CONTENT POSTED, EMAILED, ACCESSED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.
YOU UNDERSTAND AND AGREE THAT THIS LIMITATION OF LIABILITY IN THIS SECTION 12 SHALL APPLY EVEN IF VigilSight IS FOUND LIABLE FOR ANY LOSS OR DAMAGE DUE TO BREACH OF CONTRACT, BREACH OF EXPRESS OR IMPLIED OR LIMITED WARRANTY, NEGLIGENCE OF ANY KIND OR DEGREE, STRICT PRODUCT LIABILITY, SUBROGATION, INDEMNIFICATION OR CONTRIBUTION, OR ANY OTHER THEORY OF LIABILITY. HOWEVER, THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY WILLFUL, WANTON, INTENTIONAL OR RECKLESS MISCONDUCT OF VigilSight OR GROSS NEGLIGENCE OF VigilSight IN THOSE STATES THAT DO NOT PERMIT LIMITATION OF LIABILITY FOR GROSS NEGLIGENCE.
Fees and Payment
Certain Services may be provided for a fee. You shall pay all applicable fees regarding the Services selected by you in accordance with the Terms of Sale. Any failure to pay fees for Smart Home Surveillance may result in an interruption of service.
DISPUTE RESOLUTION AND ARBITRATION/CLASS ACTION WAIVER/JURY TRIAL WAIVER/WAIVER OF PUNITIVE DAMAGES
PLEASE READ THIS SECTION CAREFULLY. FOLLOW THE INSTRUCTIONS BELOW IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS.
(a) Arbitration. VigilSight and you agree to arbitrate all disputes and claims that arise from or relate to these Terms or the Services or Products in any way, except for claims arising from bodily injury. THIS ARBITRATION IS MANDATORY AND NOT PERMISSIVE. This agreement to arbitrate is intended to be broadly interpreted, including, for example:
claims arising out of or relating to any aspect of the relationship between us that is created by or involves these Terms or the Services or Products, regardless of the legal theory;
claims for mental or emotional distress or other emotional/mental injury arising from the relationship between us;
claims that arose before you accepted these Terms (such as claims related to disclosures or the marketing of the Services or Products or the process for seeking approval to use the Services or Products);
claims that may arise after the termination of your use of the Services or Products or any agreement between us; and
claims brought by or against our respective subsidiaries, parent companies, members, affiliates, as well as the respective officers, directors, employees, agents, predecessors, successors, and assigns of these entities, you, and VigilSight.
This arbitration agreement does not preclude either of us from bringing an individualized action in small claims court. It also does not preclude either of us from seeking an individualized preliminary injunction or temporary restraining order, pending arbitration, in any court that has jurisdiction. Nor does this arbitration agreement bar you from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf. In addition, you or VigilSight may seek injunctive or other equitable relief to protect your or its trade secrets and intellectual property rights or to prevent loss or damage to its services in any court with competent jurisdiction.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE, LAW, YOU UNDERSTAND AND AGREE THAT WE ARE EACH (A) WAIVING THE RIGHT TO A TRIAL BY JURY; (b) WAIVING THE RIGHT TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION; AND (C) WAIVING THE RIGHT TO CLAIM OR RECOVER PUNITIVE DAMAGES AGAINST THE OTHER. These Terms evidence a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision.
(b) Notice of disputes. If either of us intends to seek arbitration of a dispute, that party must provide the other with notice in writing. The notice to VigilSight should be sent to: VigilSight Legal Department, 408 E Tremont Ave Charlotte, NC 28203. VigilSight will send notice to you at the e‑mail and/or mailing addresses associated with your account. Your notice to VigilSight must (a) provide your name, mailing address, and email address; (b) describe the dispute; and (c) state the relief you are requesting. If we are unable to reach an agreement to resolve the dispute within 60 days after the notice is received, you or we may commence arbitration.
(c) Arbitration procedures. The arbitration will be governed by the Consumer Arbitration Rules (“AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules are available online at www.adr.org or by calling the AAA at 1‑800‑778‑7879. If the AAA is unavailable, the parties shall agree to another arbitration provider or the court shall appoint a substitute. Unless you and we agree otherwise, any arbitration hearings will take place in the county (or parish) where you are receiving VigilSight Services. If the value of your claim is $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, by telephone, or by an in-person hearing. If the value of your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of this arbitration provision or the arbitrability of disputes are for the court to decide. The arbitrator may consider but is not bound by rulings in other arbitrations between VigilSight and VigilSight users. The arbitrator can award the same individualized damages and relief that a court can award. Judgment on the award may be entered by any court having jurisdiction.
(d) Costs of arbitration. The AAA’s fee schedule is subject to change and may be found in the AAA Rules (available online at www.adr.org or by calling the AAA at 1‑800‑778‑7879). VigilSight will pay all AAA filing, administrative, and arbitrator fees for any arbitration that VigilSight commences. If you provided VigilSight with 60 days’ notice of your intent to arbitrate before commencing arbitration and the value of your claim is $75,000 or less, VigilSight will pay your share of any such AAA fees. If the value of your claim exceeds $75,000, the allocation of AAA fees will be governed by the AAA Rules (unless the law of your state requires VigilSight to pay all such fees). If, however, the arbitrator finds that either the substance of your claim or the relief sought is frivolous or brought for an improper purpose (as measured by the standards in Federal Rule of Civil Procedure 11(b)), then the payment of all AAA fees shall be governed by the AAA Rules. In such cases, the arbitrator may direct you to reimburse VigilSight for amounts that VigilSight paid on your behalf.
(e) NO CLASS ARBITRATION. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND VigilSight AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. Further, unless all affected parties agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. If a court decides that applicable law precludes enforcement of any of this subsection’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
(f) 30-Day Opt-Out Period. If you do not wish to be bound by the arbitration and class-action waiver provisions in this section 11, you must notify VigilSight in writing within 30 days of the date that you first accept these Terms (unless a longer period is required by applicable law). Your written notification must be mailed to VigilSight at the following address: VigilSight Legal Department, 408 E Tremont Ave, Charlotte, NC 28203. Subject to section 11(g) below, if you do not notify VigilSight in accordance with this section 11(f), you agree to be bound by the arbitration and class-action waiver provisions of these Terms, including such provisions in any Terms revised after the date of your first acceptance.
Such notification must include: (a) your name, (b) your VigilSight account number, (c) your mailing address, and (d) a statement that you do not wish to resolve disputes with VigilSight through arbitration. This notification affects these Terms only; if you previously entered into other arbitration agreements with VigilSight or enter into other such agreements in the future, your notification that you are opting out of the arbitration provision in these Terms shall not affect the other arbitration agreements between you and VigilSight.
(g) Future changes to arbitration provision. If VigilSight makes any changes to the Dispute Resolution and Arbitration section of these Terms (other than a change to the address at which VigilSight will receive notices of dispute, opt-out notices, or rejections of future changes to the Dispute Resolution and Arbitration section), you may reject any such change by sending us written notice within 30 days of the change to VigilSight Legal Department, 408 E Tremont Ave, Charlotte, NC 28203. It is not necessary to send us a rejection of a future change to the Dispute Resolution and Arbitration section of these Terms if you had properly opted out of the arbitration and class-action waiver provisions in this section 11 within the first 30 days after you first accepted these Terms. If you have not properly opted out of the arbitration and class-action waiver provisions in this section 11, by rejecting a future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this arbitration provision, as modified by any changes you did not reject.
Digital Millennium Copyright Act
(a) If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail): (i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material; (iv) Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail; (v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
(b) VigilSight’s designated Copyright Agent to receive notifications of claimed infringement is Copyright Agent – Attention Legal 408 E Tremont Ave, Charlotte, NC 28203 [email protected] For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to VigilSight customer service through www.vigilsight.comt. You acknowledge that if you fail to comply with all of the requirements of this Section 12(b), your DMCA notice may not be valid.
(c) Counter-Notice. If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the material in your Content, you may send a counter-notice containing the following information to the Copyright Agent: (i) Your physical or electronic signature; (ii) Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled; (iii) A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and (iv) Your name, address, telephone number, and e‑mail address, a statement that you consent to the jurisdiction of the federal court in Charlotte, North Carolina, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
(d) If a counter-notice is received by the Copyright Agent, VigilSight may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at VigilSight’s sole discretion.
(a) Changes to these Terms. VigilSight reserves the right to make changes to these Terms. VigilSight will post notice of changes to any one or more of the following: this page, a Site, Web Apps, or Mobile Apps. You should ensure that you have read and agree with the most recent Terms when you use the Services. Continued use of the Services following notice of such changes shall indicate your acknowledgment of such changes and agreement to be bound by the revised Terms. IF YOU DO NOT AGREE WITH ANY OF THE CHANGES TO ANY OF THE TERMS, YOU SHOULD DISCONNECT YOUR PRODUCTS FROM YOUR ACCOUNT AND CEASE ACCESSING OR USING THE SERVICES.
(b) Governing Law. These Terms, and any claim, dispute, action, cause of action, issue, or request for relief arising out of or relating to these Terms or your use of the Products and Services shall be governed by the laws of the State of North Carolina without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO SUBMIT TO THE PERSONAL JURISDICTION OF THE STATE AND FEDERAL COURTS IN OR FOR MECKLENBURG COUNTY, NORTH CAROLINA FOR THE PURPOSE OF LITIGATING ALL SUCH CLAIMS OR DISPUTES, UNLESS SUCH CLAIM OR DISPUTE IS REQUIRED TO BE ARBITRATED AS SET FORTH IN AN ABOVE SECTION.
(c) Protection of Confidentiality and Intellectual Property Rights. Notwithstanding the foregoing, VigilSight may seek injunctive or other equitable relief to protect its confidential information and intellectual property rights or to prevent loss of data or damage to its servers in any court of competent jurisdiction.
(d) Entire Agreement/Severability. These Terms constitute the entire agreement between you and VigilSight regarding the use of the Services and purchase of the Products. Any failure by VigilSight to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Neither party is an agent or partner of the other party.
(e) Survivability. The obligations in Sections 3(d) and (e), 4, 6, 7, 8, 9, 10, 11, 13, and 15 will survive any expiration or termination of these Terms.
(f) Assignment. These Terms, and any associated rights or obligations, may not be assigned or otherwise transferred by you without VigilSight’s prior written consent. These Terms may be assigned by VigilSight without restriction. These Terms are binding upon any permitted assignee.
(g) Notifications. VigilSight may provide notifications to you as required by law or for marketing or other purposes via (at its option) email to the primary email associated with your Account, mobile notifications, hard copy, or posting of such notice on www.VigilSight.com. VigilSight is not responsible for any automatic filtering you or your network provider may apply to email notifications. VigilSight recommends that you add @VigilSight.com email addresses to your email address book to help ensure you receive email notifications from VigilSight.
(h) Copyright/Trademark Information. Copyright © 2019, VigilSight, Inc. All rights reserved. All trademarks, logos, and service marks (“Marks”) displayed on the Services are the property of VigilSight or of their respective holders. You are not permitted to use any of the Marks without the applicable prior written consent of VigilSight or such respective holders. VigilSight reserves the right to alter product and services offerings, specifications, and pricing at any time without notice, and is not responsible for typographical or graphical errors that may appear in this or in related documents.
It may be an offense in your jurisdiction to record other individuals without their prior written consent. Federal or local law governs the use of some types of monitoring; it is your responsibility to follow such laws. Your hereby agree to check all state, federal and local laws before installing the Products and using the Services. We absolutely do not condone the use of the Products or Services for illegal purposes. By using the Products and/or Services, you are representing and warranting that you will do so in a lawful manner only.