Terms of Use

35348AG

The services referenced in this Agreement ("Service(s)" or "Software") are offered to Customer ("Customer" or "You") by DVR Support Center ("DSC"). This Agreement between DSC and Customer sets forth the legal rights and obligations governing DSC's offer, provisioning and delivery of Services, and Customer's receipt and use thereof.

Customer's shall contract for, and order multi-period Subscription Service on a supplemental DSC Software Licensing Agreement. Such supplemental Software Licensing Agreement is only applicable when customer shall be contractually obligated to make Subscription Service Agreement payments over a multi-period term.

The Agreement in its entirety shall consist of the terms and conditions in each Software Licensing Agreement, the Supplemental Software Terms and Conditions (which may include the Apex Server EULA, Command Station EULA, DSC Mobile for iOS EULA, DSC Mobile for Android EULA, and SaleGuard EULA), and this Terms of Use Agreement. In the event of an inconsistency between a term or condition, this Agreement shall be controlled in the following order of precedence:

(1)     Software Licensing Agreement (multi period subscription contract if applicable)

(2)     This Terms of Use Agreement

(3)     Supplemental Product Terms and Conditions (https://licensing.gp4f.com)

Please note these Terms of Use include hyperlinks that may be accessed only through DSC's website, if reviewing these Terms of Use through certain Web Services ready devices, it may be necessary to visit https://gp4f.com/legal/terms to review hyperlinked terms.

1.             Definitions

a.       "Primary Account" means an DSC customer account established in DSC Web Services ("WS").

b.       "Secondary Account" means an end user account established in WS and nested below a Primary Account. A Secondary (end user) Account cannot exist in WS without association to a Primary Account.

c.        "Primary User" is the person responsible for the creation and ongoing maintenance of a Primary (channel partner) Account.

d.       "Service" or "Services" means the complete suite of cloud enabled services which include but are not limited to video relay, user management, health monitoring, video archive, event reporting, and SaleGuard hosting.

2.       Acceptance of Terms of Use. These Terms of Use, which include DSC's Privacy Policy (https://gp4f.com/legal/privacy), govern Customer and Customer's end users' use of the WS Service. By using, visiting, or browsing the WS Service, Customer accepts and agrees to these Terms of Use. If Customer or its end users do not agree to these Terms of Use, the Services should not be utilized.

3.             Changes to Terms of Use. WS may, from time to time, change these Terms of Use, including the Privacy Policy. Such revisions shall be effective immediately; provided however, for existing Customers, such revisions shall, unless otherwise stated, be effective 30 days after posting.

4.             Privacy. Personally identifying information is subject to DSC's Privacy Policy (https://gp4f.com/legal/privacy), the terms of which are incorporated herein. Please review the Privacy Policy to understand DSC's practices.

5.             Communication Preferences. By using the WS service, Customer consents to receiving electronic communications from WS relating to Customer's Account. These communications may involve sending emails to Customer or displaying notices in the Primary Users and Secondary Users configuration pages. Communication may include notices about Customer's Account (e.g., change in password, confirmation e-mails and other transactional information) and are part of Customer's relationship with WS. Customer agrees that any notices, agreements, disclosures or other communications that we send to Customer electronically will satisfy any legal communication requirements, including that such communications be in writing. Customer also consents to receiving certain other communications from DSC, such as newsletters about new WS features and content, special offers, promotional announcements and customer surveys via email or other methods. WS's primary means of communicating information from Web Services ready devices is by email or text. This information includes status reports, general notices, and alerts. Notifications from Web Services ready devices are not enabled by default but must be manually enabled by a user account with permissions to do so. Users with such permissions can enable notifications for other user accounts associated to the Primary Account and Secondary Accounts. If Customer does not wish to receive certain non-transactional communications, unsubscribe using the unsubscribe options on the email. Please review our Privacy Policy (https://gp4f.com/legal/privacy) for further details on our marketing communications. By using WS text messaging options (including alerts and Multi-factor authentication), Message and Data Rates May Apply to each text message sent or received as provided in Customer's cellular service rate plan. DSC will not be held responsible for any charges incurred on Customer's or Customer end users' cellular service plan as a result of using text message notifications.

6.             Subscription, Billing, Cancellation

a.       Subscription

                                 i.      Ongoing Subscription. Customer's WS subscription including all Secondary end user accounts will continue month-to-month unless and until the subscription is canceled by Customer or terminated by DSC.

                               ii.      Differing Subscriptions. DSC may offer a number of subscription plans, with differing options, features, conditions and limitations. DSC reserves the right to modify, terminate or otherwise amend its subscription plan offerings.

b.       Billing and Cancellation

                                 i.      Recurring Billing. By initiating an WS subscription and providing or designating a Payment Method, Customer authorizes DSC to charge Customer a recurring subscription fee at the rate specified in the applicable Software Licensing Agreement, or if no Software Licensing Agreement exits, at the then current rate. Customer acknowledges that the amount billed each recurring period may vary for reasons that may include differing amounts due to changing/ adding a Secondary Account plan or changing/ adding additional Services, and Customer authorizes DSC to charge its Payment Method for such varying amounts, which may be billed monthly, quarterly, or annually in one or more charges based upon the applicable Software Licensing Agreement.

                               ii.      Price Changes.  Except as provided for in a multi-period Software Licensing Agreement, DSC reserves the right to adjust pricing for its service or any components thereof in any manner and at any time as it may determine at its sole and absolute discretion. Except as otherwise expressly provided for in these Terms of Use or a Software Licensing Agreement, any price changes to Customer's service will take effect 30 days following notification.

                              iii.      Billing Cycle. The subscription fee for the Service will be billed at the beginning of Customer's subscription term and each recurring period thereafter unless and until the subscription is canceled. DSC will automatically bill Customer's payment method each recurring period on the calendar day corresponding to the commencement of Customer's subscription. Subscription fees are fully earned upon payment. DSC reserves the right to change the timing of its billing, in particular, as indicated below, if Customer's payment method has not successfully settled. In the event a subscription began on a day not contained in a given recurring period, DSC may bill the payment method on a day in the applicable period or such other day as DSC deems appropriate. For example, if Customer's subscription started on January 31st, the next payment date is likely to be February 28th (unless on a quarterly or annual payment plan).

                              iv.      Payment. Customer agrees to pay all fees in the manner specified when invoiced. Fees are exclusive of, and Customer agrees to pay all taxes and similar surcharges. Except for amounts disputed in good faith and in accordance with this section, Fees not paid in full within thirty (30) days of the date of invoice will be past due and subject to a 1.5% per month interest fee or the maximum rate permitted by law, whichever is less, and Customer will be liable for any costs of collection. If Customer is in default of its payment obligations, DSC may immediately suspend any and all Services provided to Customer. If Customers has not cured such non-payment within thirty (30) days of Service suspension, Customer will be deemed to have terminated its Service and any applicable early termination fees shall become payable to DSC immediately. Customer acknowledges that during any account suspension and upon termination Customer and its Secondary accounts will no longer have access to data warehoused in WS or to any other Service provided. If Customer disputes any fees in good faith, Customer may withhold payment of that charge so long as Customer makes payment of all undisputed charges and notifies DSC in writing within the applicable payment period. If a disputed amount is determined to be a legitimate charge, it may be deemed overdue and interest may be charged on the unpaid balance. No charges may be disputed more than one hundred twenty (120) days after the invoice date and, if not disputed within that time, such charges will be deemed undisputed. Payment will not prejudice Customer's right to dispute charges, so long as they are disputed in the manner and within the time specified in this Section.

                               v.      No Refunds. Subscription Service payments are non-refundable and there are no refunds or credits for partially used periods. Following any cancellation, however, Customer will continue to have access to the service through the end of the current billing period. At any time, and for any reason, DSC may provide a credit, discount, or other consideration to some or all of its subscribers ("credits"). The amount and form of such credits, and the decision to provide them, is at DSC's sole and absolute discretion. The provision of credits in one instance does not entitle Customer to credits in the future for similar instances, nor does it obligate DSC to provide credits in the future, under any circumstance.

                              vi.      Cancellation. Customer may cancel its WS subscription or its Secondary Account subscriptions at any time. To cancel, go to the "Your Account" page on the WS website and follow the instructions for cancellation. Customer may also send an email to support@gp4f.com. Upon subscription cancelation, Services will automatically cease to function at the end of the current billing period. WS will retain any data for a period of 90 days or until the items are deleted by a routine deletion processes, whichever comes first. Some Service features may continue to operate but not in the same manner they did with the paid subscription.

c.        Taxes. All Service amounts invoiced are exclusive of taxes and Customer is responsible for all applicable federal, state, local use, excise, sales, privilege taxes, duties, or similar liabilities imposed by operation of law. Depending on Customer's location, DSC may invoice such taxes and shall remit them on Customer's behalf. If Customer is except from any taxes, Customer may provide DSC with the applicable certificate demonstrating its eligibility for exemption.

7.             Resale of Services

a.       Customer is the customer-of-record for all Service(s) acquired under this Agreement and may resell such Services to Secondary Account holders. In doing so, Customer will not make any representations or warranties, whether written or oral, to any third parties (including, without limitation, Customer's Secondary Account holders / end users) concerning the Services. Customer will be solely responsible for interfacing with its Secondary Account holders with respect to all matters pertaining to the services provided including, without limitation, service provisioning, billing and collection, dispute resolution and crediting. Customer is responsible for the payment of all charges for Services furnished to Customer and its Secondary Account holders / end users. This responsibility is not diminished or otherwise affected by any: (1) use, misuse, fraud or abuse by Customer, its employees, its End Users, or Customer-provided systems, equipment, facilities or services interconnected to Service; or (2) Customer inability to collect payments or charges from its Secondary Account holders / end users.

b.       Customer is responsible for applying and enforcing all applicable provisions of this Agreement on its Secondary Account holders. If DSC discontinues providing Service to Customer for violation of Customer's obligations under this Agreement, Customer will be solely responsible for furnishing any required notice to its affected Secondary Account holders.

c.        DSC will have no obligation to interact with Customer's Secondary Account holders, nor will DSC incur any liability to Secondary Account holders for its performance under this Agreement.

8.             General Service Provisions

a.       DSC continually updates the Service, including various aspects of the WS Service, including the website, user interfaces, subscription plans, and additional features. DSC reserves the right at its sole discretion to make changes from time to time and without notice in how its Services are offered and operated.

b.       Customer agrees to use the Services, including all features and functionalities associated therewith, in accordance with all applicable laws, rules and regulations, or other restrictions on use of the service or content therein. Customer also agrees not to: use any robot, spider, scraper or other automated means to access the WS Service; insert any code or product or manipulate the content of the WS service in any way; or, use any data mining, data gathering or extraction method. In addition, Customer agrees not to upload, post, e-mail or otherwise send or transmit any material designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the WS Service, including any software viruses or any other computer code, files or programs.

c.        DSC may terminate or restrict Customers use of the Service, without compensation or notice if DSC suspects Customer is (i) in violation of any of these Terms of Use or (ii) engaged in illegal or improper use of the Service.

d.       Some Web Services ready devices may from time to time stop functioning as intended. If DSC deems the non-functioning device to be disruptive to the Service (such as sending information to WS at an increased rate), DSC reserves the right to deactivate the device without warning.

9.             Passwords & Account Access

a.       Any subscriber who has administrative access to the Primary Account will be considered the Account Owner. The Account Owner has full access and control over the WS account. The Account Owner's control is exercised through use of the Account Owner's password and therefore to maintain control, the Account Owner should not reveal the password to anyone. Customer is responsible for updating and maintaining the truth and accuracy of the information provided to DSC relating to its account.

b.       Customer should always access sensitive account information by going directly to the WS website and not through a hyperlink in an email or any other electronic communication, even if it looks official. DSC reserves the right to place any account on hold anytime with or without notification to the subscriber in order to protect itself, its partners, and the Service from what it believes to be fraudulent activity.

10.         Data Collected by WS

a.       Recorders and devices connected to WS will send WS various types of information. This information is used in various ways, including providing You with reports and emails about the status of your recorders and account. Some of the information may also be used by DSC to improve the level of service we provide to You. DSC will only use this information in ways outlined in its privacy policy (https://gp4f.com/legal/privacy). DSC takes the privacy of Your data very seriously. We encourage You to read our privacy policy. The following is an overview of the information we collect from recorders and devices connected to WS. The information collected by WS will continue to change as WS releases new features and reports for You.

                                 i.      Heartbeat notices. Recorders send WS frequent heartbeat notices. These are used to determine if each recorder is online. This information is used to generate alert emails and reports for You.

                               ii.      Health Metrics. Health information is collected from recorders connected to WS. This information includes, but is not limited to, online status of each camera, hard drive failure warnings and video storage retention values. This information is used to generate alert emails and reports for You.

                              iii.      Connection Information. Information about the user, and devices used to connect to WS, is collected. This includes, but is not limited to, type of device used to connect and login name of the user. This information is used to generate reports for You.

                              iv.      Sensor and Motion data. Sensor and Motion event data may be sent to WS. This information is used to generate alert emails and reports for You.

                               v.      Event and Camera Images. Still images of events (such as Motion, Sensor or Intrusion) are sent to WS. Additionally, two images are collected from each camera per day. These images are included in alert emails and reports provided to You.

                              vi.      Video Clips. You can choose to upload video clips to WS. These will be viewable only to You and those You choose to share them with.

11.         Disclaimers of Warranties and Limitations on Liability

a.       THE WS SERVICE AND ALL CONTENT AND SOFTWARE ASSOCIATED THEREWITH, OR ANY OTHER FEATURES OR FUNCTIONALITIES ASSOCIATED WITH THE WS SERVICE, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. DSC DISCLAIMS ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, NON-INTERFERENCE, AND NON-INFRINGEMENT. DSC DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT CUSTOMER'S USE OF THE WS SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. DSC MAY, AT ITS SOLE DISCRETION, SUSPEND OR DISCONTINUE SERVICE AT ANY TIME UPON PROVIDING REASONABLE ADVANCE NOTICE.

b.       TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, IN NO EVENT SHALL DSC, OR ITS SUBSIDIARIES OR ANY OF THEIR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES OR LICENSORS BE LIABLE (JOINTLY OR SEVERALLY) TO CUSTOMER OR SECONDARY ACCOUNT HOLDERS FOR PERSONAL INJURY OR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER.

c.        SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY.

d.       NOTHING IN THESE TERMS OF USE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY. If any provision or provisions of these Terms of Use shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall remain in full force and effect.

12.         Confidentiality. As used in this Agreement, "Confidential Information" means information not generally known to the public, and maintained by the Disclosing Party as confidential, whether of a technical, business, pricing or other nature that relates to the Services and that should reasonably have been understood by the Receiving Party, because of (i) legends or other markings, (ii) the circumstances of disclosure or (iii) the nature of the information itself, to be proprietary and confidential to the Disclosing Party. Confidential Information may be disclosed in written or other tangible form (including information in computer software or held in electronic storage media) or by oral, visual or other means. Receiving Party shall not disclose the Disclosing Party's Confidential Information to anyone without the Disclosing Party's prior written consent and will (i) restrict access, possession, knowledge, development and use of Confidential Information to (a) its employees, agents, subcontractors, consultants, advisors and entities controlled by it ("Personnel"); (b) who have a need to know Confidential Information of the other Party; and (c) who are bound by confidentiality obligations substantially similar to those contained herein; and (ii) be responsible for its Personnel's compliance with this Agreement. Further, use of Service by Customer does not constitute, nor should any use be construed to constitute, a "disclosure" or "receipt" of Customer's Confidential Information or Protected Data, such that DSC would be or become a recipient, data processor or handler on behalf of Customer or others. Customer will protect its Protected Data and Content and agrees to configure and maintain its Content to use encryption algorithms, key lengths, and other measures that are consistent with security standards applicable to Customer Protected Data or Content (e.g., PCI, ISO, NIST, and other data privacy standards). Customer's use of Services does not guarantee Customer's compliance with any compliance standard.

13.         Intellectual Property

a.       Copyright. The WS Service, including all non-device generated content provided on the WS service, is protected by copyright, trade secret or other intellectual property laws and treaties.

b.       No Reverse Engineering. Customer agrees no to decompile, reverse engineer or disassemble any software or other products or processes accessible through or connected to the WS service.

c.        Trademarks. DSC Web Services (WS) is a registered trademark of DSC.

14.         Governing Law. The Agreement including these Terms of Use shall be governed by and construed in accordance with the laws of the state of Washington, U.S.A. without regard to conflict of laws provisions. Any claim under or relating to this Agreement shall be brought exclusively in the Spokane County Superior Court.

15.         US Law and Export. Customer is solely responsible for compliance with the Laws where Services are accessed by Customer or its Secondary Account holders. Additionally, Customer's use of the Services may be subject to U.S. export laws and regulations and that any use or transfer of the Confidential Information or Customer Materials or access and use of Services by Customer or its Secondary Account holders outside the U.S. must be authorized under those laws and regulations and that compliance with such transfer or use is Customer's sole responsibility.

16.         Use of Information Submitted. DSC is free to use any comments, information, ideas, concepts, reviews, or techniques or any other material contained in any communication Customer may send to us ("Feedback"), including responses to questionnaires or through postings to the WS Service, including the WS website and user interfaces, worldwide and in perpetuity without further compensation, acknowledgement or payment to Customer for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products and creating, modifying or improving the WS Service. In addition, Customer agree not to enforce any "moral rights" in and to the Feedback, to the extent permitted by applicable law. Should Customer send any unsolicited materials or ideas, Customer does so with the understanding that no additional consideration of any sort will be provided, and Customer is waiving any claim against DSC and its affiliates regarding the use of such materials and ideas.

17.         Survival. If any provision or provisions of these Terms of Use shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall remain in full force and effect