Additional Terms And Conditions

The following additional terms and conditions are incorporated into the Master Agreement (the “Agreement”) between ArcEye Property Defense LLC (“ArcEye”) and the person or entity referred to as the “Subscriber” in the Agreement. Capitalized terms not otherwise defined in these additional terms and conditions have the meanings ascribed to them in the Agreement.

1. Interactive Services; Compatible Devices. Subscriber may receive emails, text messages, push notifications, or system alerts at one or more designated e-mail addresses, telephone numbers or mobile applications. Subscriber understands that these types of messages may fail to reach their intended destination or may arrive too late to be of any use for a variety of reasons. Certain wireless, remote access, or interactive security or automation services require a compatible computer, tablet, smart phone, or other mobile device with internet, text or email access. Not all devices will work with these services, and Subscriber must provide devices at Subscriber’s sole expense. Subscriber must keep all such devices adequately charged to permit their use with the Services. Cellular data providers may charge additional fees in connection with the Services. Any such charges are solely Subscriber’s responsibility.

2. Network or Server Vulnerability; Liability. Subscriber is solely responsible for the integrity and security of Subscriber’s data, software, devices, computer system, networks, servers, and other equipment. Subscriber is also solely responsible for limiting access to its systems, changing the default password, updating firmware and software routinely, and securing access to the System or software with regularly updated pass code protection, credentials, lockout codes, or encryption software. ArcEye is not liable for any loss, damage or expense arising out of or relating to any unauthorized or improper access to or use of Subscriber’s system or data. Subscriber’s system or wireless devices may be connected to the internet. Subscriber understands that all devices may not meet encryption standard specifications, and that viruses, or other malicious or undesirable data, code, software, or hackers may attempt to access or damage your data, devices, computers, and networks. ArcEye does not guarantee that the Devices or System will meet your requirements, that the Services will be uninterrupted or error-free, or that encryption algorithms, associated keys, and other security measures will be secure or effective.

3. Portal; Intellectual Property. ArcEye grants Subscriber a non-exclusive, non-transferable, non-sublicensable license to use the Internet to access ArcEye’s website at any URL provided to Subscriber in writing (the “Portal”) so that Subscriber can access, input, delete and modify information related to the Products and Services. Subscriber agrees to be bound by any terms and conditions in any terms of service or end user license agreement on or respecting the Portal. There is a risk that unauthorized persons may gain access to the Portal, Data or information regarding the Products and the Services and Subscriber agrees to assume such risk. Subscriber consents to posting events and other status reports concerning the Services on the Portal. Subscriber shall keep confidential all information available on the Portal and all passwords relating to the Portal. This license shall continue and be co-extensive with the term of this Agreement except for Subscriber’s (i) failure to keep confidential all (A) information available on the Portal or (B) passwords or access codes relating to the Portal or access thereto; (ii) use of the license or the information in any manner that, in ArcEye’s discretion, based on facts then know to ArcEye, may negatively affect ArcEye or the Portal; (iii) use of the license or the information for any illegal or improper purpose; (iv) breach of this Agreement; or (v) violation of any applicable law. Subscriber shall be solely responsible for information that Subscriber delivers, deletes or modifies, whether via the Portal or otherwise. All such information shall be true and correct and Subscriber understands that ArcEye is relying on such information in providing the Services. Upon termination of this Agreement or termination or suspension of the license by ArcEye, ArcEye may immediately, and without notice, disable Subscriber’s access to the Portal and cancel all passwords or other access codes.

4. Receipt of Data Necessary to Provide Certain Services. Subscriber acknowledges and agrees that: (i) ArcEye is able to provide monitoring and other remote Services only if Data is received from a Device or the System; (ii) the transmission of Data from any Devices, the System or the Network, regardless of the communications equipment or communications services (e., via Wi-Fi, the internet, radio transmission, cellular, telephony or some other form of communications) used, may be interrupted, circumvented or otherwise compromised for any number of reasons, including by third parties attempting to, among other things, defeat detection; (iii) except as may be set forth on any SOW, Subscriber alone shall have the sole responsibility and obligation to obtain, pay for and maintain communications equipment or communications services necessary to enable the Network, the System or the Devices to transmit and receive Data in accordance with ArcEye’s requirements or any requirements of a Device or the System; (iv) ArcEye has no responsibility for any communications equipment, the communications services or the Network; (v) if the communications equipment, the communications services, a Device, the System or the Network are inoperative or interrupted by any cause, there will be no indication thereof unless Subscriber elects to use and pay for some available form of technology that detects and reports such conditions; and (vi) ArcEye makes no representation or warranty that the Devices, the System, the Software or the Network cannot be interrupted, circumvented or otherwise compromised. In addition to the foregoing, Subscriber acknowledges and agrees that the performance of the Devices, the Services, the System and the Software may depend in part on the Network.

5. Delays in On-Premises Services. ArcEye makes no promise that there will be no delay in providing any of the on-premises Services. Unless otherwise provided in any SOW, ArcEye’s sole obligation after receiving a service or support request is to provide Subscriber service personnel via telephone or at the Premises (as ArcEye may reasonably determine to be appropriate under the circumstances) within a reasonable time after a service technician or support personnel becomes available, during normal business hours excluding Saturdays, Sundays and holidays.

6. ArcEye Must Provide All Services. Except as otherwise set forth in this Agreement or any SOW, ArcEye alone must provide all Services for the Devices and System and alone shall provide the Services, including any on-premises services. ArcEye’s duty to service the Devices and System is subject to the availability of the original part from the original manufacturer and the terms of this Agreement. Subscriber shall pay ArcEye’s minimum service call charge if Subscriber does not provide unrestricted access to a Device or the System when ArcEye attempts to provide Services at the Premises. Subscriber shall pay ArcEye at ArcEye’s then prevailing “after hours” service rates for all Services performed after ArcEye’s regular business hours.

7. Restrictions. Subscriber shall not (and shall not permit any third party to), directly or indirectly, (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Devices or the System (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Devices or the System; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights or provide third party access to the Devices or the System; (iv) remove or otherwise alter any proprietary notices or labels from the Devices or System or any portion thereof; (v) use the Devices or System to build an application or product that is competitive with any ArcEye product or service; (vi) interfere or attempt to interfere with the proper working of the Devices or the System; or (vii) bypass any measures ArcEye may use to prevent or restrict access to the System (or other accounts, computer systems or networks connected to the System).

8. Data. ArcEye shall retain all right, title and interest in and to the Data, including all intellectual property rights therein. ArcEye is not responsible for any unauthorized access to the Data or the unauthorized use of the Devices or Services unless such access is due to ArcEye’s willful misconduct. Subscriber is responsible for the use of the Services by any person to whom Subscriber has given access to the Services, even if Subscriber did not authorize such use. The Parties acknowledge and agree that no personal information will be processed by ArcEye as a “processor” or “service provider” in connection with its delivery of the Devices and Services. For clarity, the only information identifiable to a particular individual is data related to a Subscriber representative’s interaction directly with ArcEye and/or the Services, which data ArcEye processes as a “controller” or “business.”

9. Services and Installation; Device Removal; Certain Conditions. ArcEye’s installers are not aware of hidden pipes, wires or other objects within walls, floors, ceilings or other concealed spaces. Subscriber must advise ArcEye of such hidden objects or ArcEye and its installers are released for any loss, damage or expenses for personal injury, including death, or to real or personal property. ArcEye is not obligated to repair, restore, or redecorate the Premises if any Devices or the System are removed from the Premises. ArcEye makes no promise of installation or use of Devices or commencement of any Services by any particular date and shall not be liable for any loss, damage or expense resulting from any such delay. ArcEye has no responsibility for, and shall not be liable in the event of, any environmental, topological, atmospheric or other condition at a Premises that interferes with a Device or the System.

10. Device and System Testing; Battery Replacement. Subscriber must test the Devices and the System periodically in accordance with the instructions in any SOW, the Documentation or any user manual. Unless otherwise indicated in a SOW, Subscriber alone must monitor the battery life for the Devices and the System. On-premises inspections, including battery checks or other periodic services are contingent on Subscriber scheduling an appointment for such service.

11. Environmental Considerations. Subscriber represents and warrants that there are no hazardous substances, ultra-hazardous or dangerous activities or conditions or public or private nuisance (collectively, “Hazardous Conditions”) on any Premises and that there are no violations of any applicable local, state or federal law, order or court order respecting any Hazardous Conditions. If this representation and warranty is not true, correct and complete in all respects, ArcEye may, in its discretion, (i) immediately suspend its performance under this Agreement or (ii) terminate this Agreement.

12. Export Compliance. Subscriber shall not, directly or indirectly, export or re-export the Devices, Services or Software (including any associated products, items, articles, software, media, services, technical data or other information) in violation of any applicable laws.

13. Environment for Cameras. Subscriber must provide the proper environment for any cameras as ArcEye may require, including without limitation, adequate lighting of premises, network speed, bandwidth, access and removal of obstructions. The amount of light available will determine the amount of light required by your cameras to produce usable video. Outdoor cameras are subject to broad extremes in ambient conditions, and, in particular, lighting, and can be affected by many factors such as vehicle speed, headlights, heat, cold, rain, fog, humidity, or snow.

14. Video Privacy. Subscriber is solely responsible for informing persons on the Premises that they may be monitored by video and obtain consent from all persons on the Premises to permit the recording, storing and reviewing of video images. Subscriber will (i) not use or permit the use of video or audio installed where any person may have a reasonable expectation of privacy; and (ii) not use any Devices or the System for any improper or unlawful activity, including the invasion of privacy.

15. Response Protocol for Proactive Video Monitoring. Proactive Video Monitoring is a personalized service where alerts generated by Devices or the System are reviewed, verified, and responded to based upon an agreed upon response protocol. All response protocols are unique, and while they cannot pre-emptively address all situations, they are created to respond to those incidents that are most important to the An agreed upon response protocol must be created and confirmed in writing by ArcEye and Subscriber. Any future updates to the Response Protocol must be agreed to in writing.

16. Monitoring Services. If ArcEye agrees to provide monitoring services and Data is received at the Monitoring Facility, Monitoring Facility personnel (each, an “Operator”) shall use commercially reasonable efforts to notify Subscriber, persons on Subscriber’s call list (collectively, the “Subscriber Representatives”) or emergency responders (collectively, the “Responders”) as provided in this section. (Subscriber, the Responders and Subscriber Representatives are collectively referred to herein as the “Call List.”) Following receipt of any form of Data, an Operator may contact anyone on the Call List as frequently as the Operator believes to be necessary to determine the need to notify Responders or any other person in accordance with this section. If anyone at the Premises or anyone on the Call List provides a designated code or password and tells ArcEye to disregard the Data, ArcEye may in its discretion do so. This section and the following sub-sections set forth ArcEye’s sole and exclusive obligation to Subscriber following ArcEye’s receipt of Data.

• • How ArcEye Notifies the Call List. ArcEye may notify anyone on the Call List by any means ArcEye reasonably deems to be appropriate under the circumstances, including telephone, text message, e-mail, push notification or any other commercially reasonable form of communications. ArcEye’s obligation to notify anyone on the Call List (and provide Subscriber notification) is complete once ArcEye has (i) spoken to the person to be notified, (ii) left a message for any person on the Call List or (iii) transmitted the notification to Subscriber or the Call List. Subscriber understands and agrees that ArcEye’s obligation to review Data and notify the Call List shall be limited by the circumstances at the Monitoring Facility when the Data is received and by the priority of the Data received (such priority as determined by the Operator in the Operator’s sole and absolute discretion).Digital Data; Listed Codes. If the Data received is a Listed Code, ArcEye shall notify the Call List as required by this Section 16. If the Data received is a digital code that is not a Listed Code, ArcEye’s sole obligation shall be to log the digital code.
  • Video Data. If the Data received is video, a single Operator shall review the video once in an attempt to determine if, based solely on the video immediately available, the Operator can verify the need to notify the Call List. If the Operator is unable to do so, the Operator shall notify Subscriber Representatives of the video received and thereafter any Responder as Subscriber Representative directs.
  • ArcEye’s Obligation to Notify. If an Operator concludes, based on Data or other information received, that Responders must be dispatched to the Premises, ArcEye shall use commercially reasonable efforts to do so as set more fully in this Agreement. Subscriber must provide ArcEye the names and correct contact information for all Subscriber Representatives.  The Monitoring Facility may (but is not obligated to) record and retain any communications relating to the Services, including any Data. Subscriber, on Subscriber’s behalf and on behalf of all persons on the Call List, provides ArcEye authority to (i) telephone all persons on the Call List; and (ii) record all communications between the Call List and the Monitoring Facility.
  • Verified Response. Certain jurisdictions require some form of verified alarm response (“Verified Response”) before dispatching Responders to the Premises. If Subscriber’s jurisdiction requires Verified Response, Subscriber must engage a service, at Subscriber’s sole cost and expense, to provide Verified Response. ArcEye may modify, terminate or suspend any particular form of monitoring service if permitted, requested or required to do so by any governmental authority, standards setting entity or insurance interest.