VORTEX Terms of Use

The Latest Version V 1.0.1 (Current)

Welcome to VORTEX remote access site (“Site”). The Site provides remote access to your VORTEX device and relative application (collectively, the “Services”). By using the Services, you agree to be bound by the following terms of use (“Terms”).

VORTEX Account

You need to register an account at the Site to use our Services. An account requires a valid email address and a customized password. Please keep your password confidential. You are responsible for any and every activity that happens on your account. Your registration of an account at the Site to use our Services will be considered as your explicit consent to accept and to be governed by VORTEX's End User Agreement.

VORTEX is not intended for and should not be used by anyone under the age of 16. You must ensure that you are over 16 years old when you register an account.

Using VORTEX

Do not misuse our Services. You may use our Services only as permitted by law and preserve your device in rational access frequency. Do not interfere with our Services or use our Services in any illegal purpose. We may suspend or stop providing our Services to you if you do not comply with our Terms, or if we are investigating any suspected misconduct.

To preserve the rights of all users of VORTEX, and prevent potential illegal behaviors, we may also suspend partial functions of our Services to you and notify you to check your account status or device status. For example, we might suspend your device push notification function when we detect unreasonable request frequency.

About the Terms

We may modify these Terms from time to time to reflect law change or service update. We will notice all users of VORTEX about the terms change by email. Please make sure the email address you use to register at VORTEX is valid.

If you do not agree to the modified terms, you should discontinue to use the Services and request us to delete your account at VORTEX.

Ownership

We own all rights, title and interest in and to VORTEX's intellectual property rights associated with the Site and Services. We reserve all rights not expressly granted in these Terms or End User Agreement.

Privacy Policy

Our Privacy Policy (https://www.vivotek.com/en-US/user_agreement/vortex?tab=Privacy_Policy) is hereby incorporated into these Terms by reference. Please read the Privacy Policy carefully for information relating to our collection, use, storage and disclosure of personal information, including registration and other information about you that we collect through the Site.

Third-Party Products

We exercise no control over any third-party products, services, and websites and we are not responsible for their performance, do not endorse them, and are not responsible or liable for any content, advertising, or other materials available through the third-party products, services, and websites.

Feedback

We may provide you with a mechanism to provide feedback, suggestions, and ideas about the Services or us (“Feedback”). You agree that we may, in our sole discretion, use the Feedback you provide in any way, including in future modifications to the Services, products, or other services. You hereby grant us a perpetual, worldwide, fully transferable, irrevocable, royalty-free license to use, reproduce, modify, create derivative works from, distribute, and display the Feedback in any manner for any purpose. You also confirm that providing the Feedback complies with all applicable laws and regulations and your use of the VORTEX Analytics will also be governed by VORTEX Analytics Terms and Conditions (available at: VORTEX Analytics Terms and Conditions)

Disclaimer of WARRANTY

YOUR USE OF THE SITE AND SITE CONTENT, INCLUDING YOUR SUBMISSION OF FEEDBACK, IS AT YOUR SOLE RISK. THE SITE AND SITE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SITE OR SITE CONTENT, AND YOU RELY ON THE SITE AND SITE CONTENT AT YOUR OWN RISK. ANY MATERIAL YOU RECEIVE THROUGH THE SITE IS OBTAINED AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

Indemnity

You will indemnify and hold us, and our subsidiaries, affiliates, officers, agents, and employees, harmless from any costs, damages, expenses, and liability caused by your use of the Site or any content herein, your submission of Feedback, your violation of these Terms, or your violation of any rights of a third party through use of the Site or content herein.

Legal Notices

These Terms will be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of law. All disputes arising under these Terms will be settled by the Singapore International Arbitration Centre (“SIAC”) in accordance with the then-applicable Arbitration Rules of SIAC by three arbitrators appointed in accordance with such rules, and you hereby waive any venue or other objection which you may have to any such action or proceeding being brought in SIAC. No failure or delay by us in exercising any right under these Terms will constitute a waiver of that right. If any portion of these Terms is held invalid by a court of competent jurisdiction, then such portion will be deemed to be of no force or effect, and these Terms will be construed as if such portion had not been included. The headings used in these Terms are for convenience of reference only and do not affect the meaning or construction of these Terms.

The Latest Version V 1.0.1 (Current) | Previous Version

VORTEX End User Agreement

The Latest Version V 2.1 (Current) | Effective Date: July 28, 2026

This VORTEX End User Agreement (this “Agreement”) is a legal agreement by and between VIVOTEK Inc., a Taiwan corporation, having its principal office at 6F, No. 192, Lien-Cheng Rd., Chung-Ho, New Taipei City, Taiwan (“VIVOTEK”) and a User (as defined below in Section 1) (“User”). User accepts this Agreement and agrees to be bound by the terms hereof by clicking a box indicating its acceptance in the login page of VORTEX Portal site where a link to this Agreement is provided. User’s use of and VIVOTEK’s provision of VORTEX (as defined below in Section 1) are governed by this Agreement.

EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS. THE PERSON EXECUTING THIS AGREEMENT ON THAT PARTY’S BEHALF REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO EXECUTE THIS AGREEMENT TO BIND THAT PARTY TO THESE TERMS AND CONDITIONS.

1. DEFINITIONS

The definitions of certain capitalized terms used in this Agreement are set forth below. Others are defined in the body of the Agreement.

“Add-On License” means an optional supplementary License for a feature that operates on or with a device covered by a base connection License (xStd or xPro), including without limitation Cloud Backup, the AI Facial Recognition add-on, the Advanced AI Add-On, and AI Hub add-on features.

“Applicable Privacy Law” means, as applicable to the processing of User Personal Data, any privacy, data security, or data protection law or regulation, including but not limited to the EU General Data Protection Regulation 2016/679 (“GDPR”), the UK GDPR (as amended by the Data (Use and Access) Act 2025), the Taiwan PDPA (as amended 2025), the Japan APPI, the Australia Privacy Act 1988 (as amended 2024), the New Zealand Privacy Act 2020, the Canada PIPEDA, and applicable US state privacy laws.

“Cloud Service” means, known as “VORTEX,” and related infrastructure made available to User to manage and control the Hardware.

“Confidential Information” means any non-public information disclosed by either party to the other, whether or not marked as confidential, including without limitation: business plans, strategies, financial information, technical specifications, source code, inventions, algorithms, and the terms of this Agreement. For VIVOTEK, Confidential Information includes the Products and related technologies. For User, Confidential Information includes User Data.

“Documentation” means the online documentation and instructions regarding the Hardware and Software on the official VIVOTEK website.

“Effective Date” means the date when this Agreement becomes effective.

“Firmware” means the software VIVOTEK developed and maintained that runs on the Hardware which performs functionalities such as video and audio encoding or streaming, VCA features, and communications to the Cloud Service.

“Hardware” means the VIVOTEK hardware products which can communicate with VORTEX, including but not limited to network cameras, NVR, network speakers, and all other accessories.

“License” has the meaning ascribed to it in Section 2.1.

“License Term” means the length of time indicated in the License SKU set forth on the applicable Order.

“Order” means each order document submitted to VIVOTEK by a Reseller on behalf of User, and accepted by VIVOTEK, indicating the Reseller’s firm commitment to purchase the Products for the prices listed thereon.

“Personal Data” has the meaning given in the Data Processing Addendum (DPA).

“Products” means, collectively, the Software, Hardware, Documentation, and all modifications, updates, and upgrades thereto and derivative works thereof.

“Reseller” means a third-party authorized by VIVOTEK to resell VORTEX, to whom a customer has delivered an Order.

“Service Level Agreement” means the Service Level Agreement set forth on Annex A hereto.

“Software” means the Firmware and Cloud Service.

“User” means an individual/entity customer, employees of a customer, or any third parties, each of whom are authorized by customer to use VORTEX on customer’s behalf.

“User Data” means data provided to VIVOTEK through VORTEX under User’s account, and data that derives from that data through VORTEX, including but not limited to: (i) video and audio data collected from VORTEX and managed by Users; (ii) analytics data derived from video and audio data; and (iii) embeddings, vectors, and AI-generated metadata.

“User Personal Data” means the Personal Data contained within the User Data.

“VORTEX” means the whole VORTEX system, VIVOTEK’s Software-as-a-Service solution including Software and Hardware as well as Video Content Analysis features, the VORTEX Mobile App for iOS and Android OS.

2. LICENSE AND RESTRICTIONS

2.1 License

Subject to the terms of this Agreement, VIVOTEK grants User a nonexclusive, non-transferable, non-sublicensable and royalty-free worldwide license during each License Term to internally use VORTEX only for the purpose of monitoring its facilities or the surrounding area and only in accordance with applicable laws, regulations, and Documentation VIVOTEK provided. VORTEX will be operated on a remote, software-as-a-service basis. VIVOTEK owns and retains all right, title, and interest in and to the Software, the Documentation, Firmware, Cloud Service, and all intellectual property embodied in the Hardware and accessories. Except for the limited license granted to User in this Section 2, VIVOTEK does not by means of this Agreement or otherwise transfer any rights hereof to User, and User will take no action inconsistent with VIVOTEK’s intellectual property rights.

If the User acquires supplementary licenses, whether in conjunction with the procurement of additional Hardware units or the renewal of Licenses for existing Hardware units, the collective license term shall be adjusted accordingly to result in the expiration and/or termination of all such base connection Licenses acquired by the User on a unified date. Add-On Licenses are governed by Section 2.1A.

2.1A Add-On Licenses

(a) Prerequisite and dependency. An Add-On License may be purchased and activated only for a device covered by an active base connection License (xStd or xPro), and the corresponding feature operates only while that base connection License remains active.

(b) No extension beyond the base License. An Add-On License confers no right to use the relevant feature beyond the then-current License Term of the base connection License for the same device. Where an Add-On License is purchased with a stated term — including any promotional or bonus period (such as buy-one-get-one offers) — that would nominally extend beyond the base connection License’s then-current expiry, the Add-On may be used during that further period only if the base connection License is renewed. The Add-On License Term is not tolled, paused, or extended by any period during which the base connection License is inactive.

(c) Suspension. Upon expiry or termination of the base connection License for a device, all Add-On Licenses for that device are automatically suspended: the relevant features stop functioning and associated data is handled in accordance with the DPA, including its Annex A retention and post-expiry availability windows. Suspension under this Section is not a breach by VIVOTEK and does not give rise to any refund or credit, except where required by applicable law.

(d) No effect on base terms. The purchase, renewal, expiry, or suspension of an Add-On License does not extend, renew, or otherwise modify the License Term of any base connection License, the Term of this Agreement, or any Support Period under Section 5A.

(e) Cloud Backup. Cloud Backup is an Add-On License procured for the specific camera selected by the User for backup. Cloud Backup is excluded from the unified co-termination date calculation in Section 2.1 (its dates are not pooled with other Licenses), but it remains subject to this Section 2.1A: it operates only while the base connection License for the selected camera is active and does not extend beyond it. Configured backup retention plans operate only while both the Cloud Backup License and the underlying base connection License are active.

(f) Renewal alignment. To maintain a unified fleet expiry, VIVOTEK or the Reseller may offer prorated Add-On License terms or align Add-On License renewal dates with the applicable base connection License.

(g) Trials. Trial and evaluation Add-On Licenses are subject to this Section 2.1A and to Section 7.2(d).

2.2 Restrictions

Except with the prior written consent of VIVOTEK, User shall:

• NOT use VORTEX in any other way or allow third parties to exploit VORTEX system or related technologies.

• NOT provide VORTEX passwords or other log-in information to any third party.

• NOT use VORTEX in any way that could damage, disable, overburden, or interfere with any other party’s use.

• NOT share non-public VORTEX features or content with any third party.

• NOT modify, create derivative works from VORTEX.

• NOT reverse engineer, decompile, or disassemble VORTEX in order to build a competitive product or service.

• NOT rent, lease, sub-license, loan, provide, or otherwise make available VORTEX in any form, in whole or in part, to any person without prior written consent from VIVOTEK.

• NOT use VORTEX to conduct any malicious or illegal activities or otherwise in contravention of any applicable laws or regulations.

• Comply with all applicable laws, including without limitation laws governing the protection of personally identifiable information and other laws applicable to the protection of User Data, privacy, and use of video surveillance.

• Be responsible for identifying one or more individuals within User’s organization who will act as administrator(s) of User’s account.

2.3 Limitations

User recognizes that:

• User should set up proper network infrastructure such as router/firewall/gateway along with high-speed internet to use VORTEX.

• VIVOTEK does not provide or maintain User’s network infrastructure.

• VIVOTEK does not provide Internet access and is not responsible for any failure of VORTEX due to any issues not attributable to VIVOTEK.

• Performance of VORTEX will vary based on User’s applications and network infrastructure quality. VIVOTEK is not responsible for any equipment User uses in conjunction with VORTEX.

• VORTEX is not intended to be used as part of any lifesaving or emergency management systems.

• VORTEX is not directly or indirectly exported, re-exported, or used to provide services in violation of applicable export laws and regulations.

• VIVOTEK reserves the right, at its sole discretion, to adjust prices and to update, change, or replace the content and/or specification of any Products.

3. TERM AND TERMINATION

3.1 Term

The term of this Agreement (the “Term”) begins on the Effective Date and continues for the period set forth in the Order.

3.2 Termination for Cause

Either party may terminate this Agreement or any License Term for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of the 30-day period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

3.3 Effects of Termination

Upon termination of this Agreement, User shall: (a) cease all use of VORTEX; (b) delete, destroy, or return all copies of the Documentation in its possession or control. The following provisions will survive termination or expiration of this Agreement: (a) any payment obligation of User incurred before termination; (b) Sections 4 (Confidentiality), 5 (User Data Protection), 5A (Product Security and Lifecycle, to the extent of the Support Period), 6 (Indemnification), 7 (Warranty), 8 (Limitation of Liability); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose. The provisions of Section 4 survive termination for three (3) years, except for trade secrets which shall remain confidential for as long as they remain trade secrets.

4. CONFIDENTIALITY

4.1 Mutual Confidentiality

Each party (the “Receiving Party”) agrees that all Confidential Information disclosed by the other party (the “Disclosing Party”) is the confidential property of the Disclosing Party. The Receiving Party will: (a) use the Confidential Information only as necessary to perform its obligations under this Agreement; (b) not disclose the Confidential Information to any third party without the Disclosing Party’s prior written consent; and (c) protect the confidentiality of the Confidential Information with the same standard of care as the Receiving Party uses to protect its own confidential information, but in no event less than a reasonable standard of care.

4.2 Permitted Disclosures

The Receiving Party may share Confidential Information with those of its employees, agents, and representatives who have a need to know such information and who are bound by confidentiality obligations at least as restrictive as those contained herein. The Receiving Party shall be responsible for any breach of confidentiality by any of its employees, agents, or representatives.

4.3 Exclusions

The duty to protect Confidential Information does not apply to information that is shown to be: (i) available to the public other than by a breach of a confidentiality obligation; (ii) rightfully received from a third party not in breach of a confidentiality obligation; (iii) independently developed by the Receiving Party without use of the Confidential Information; (iv) known to the Receiving Party at the time of disclosure; or (v) produced in compliance with applicable law or court order, provided the Receiving Party gives the Disclosing Party reasonable advance notice of the required disclosure to allow the Disclosing Party to contest or seek to limit the disclosure.

5. USER DATA PROTECTION

5.1 Data Processing

Where VIVOTEK processes User Personal Data in connection with providing VORTEX, VIVOTEK shall process such data as a processor on behalf of User (as controller) in accordance with the VORTEX Data Processing Addendum (“DPA”) available at https://www.vivotek.com/en-US/user_agreement/data_processing_addendum , which is incorporated by reference into this Agreement. The DPA sets forth the parties’ roles and responsibilities, categories of data processed, processing purposes, security measures, breach notification obligations, sub-processor management, data subject rights assistance, and all other data protection obligations.

5.2 Data Security

VIVOTEK shall implement and maintain appropriate administrative, physical, and technical security controls as described in the DPA. User shall provide any notices, obtain any consents, or otherwise establish the legal basis necessary for VIVOTEK to process User Personal Data as specified in this Agreement and the DPA.

5.3 Data Storage

User may select a cloud data center region during onboarding from the available regions disclosed in the DPA. VIVOTEK recommends that User select the data center region matching where User’s cameras and NVR are physically located. The data center selection is fixed once confirmed during onboarding. All other operational data (user accounts, access logs, system telemetry) is processed in the United States by default. Details of the storage architecture, including edge storage, cloud archive, cloud backup, and the relay service, are described in the DPA.

5.4 International Data Transfers

Where VIVOTEK transfers User Personal Data outside the European Economic Area, the United Kingdom, or other jurisdictions with transfer restrictions, the transfer mechanisms described in the DPA shall apply, including Standard Contractual Clauses (SCCs) incorporated as Schedules to the DPA and the accompanying Transfer Impact Assessment (TIA).

5.5 Data Deletion

User may independently delete its accounts and Hardware connections created within VORTEX. Upon deletion, all stored data associated with that account or Hardware will be simultaneously deleted and will not be recoverable. Post-termination data handling is governed by the DPA.

5.6 Contact

For queries regarding data protection, User may contact VIVOTEK at privacy@vivotek.com.

5A. PRODUCT SECURITY AND LIFECYCLE

This Section 5A sets out VIVOTEK’s product security commitments and User’s corresponding obligations, aligned with applicable product cybersecurity laws, including EU Regulation 2024/2847 (Cyber Resilience Act, “CRA”).

5A.1 Security Updates

VIVOTEK shall provide security updates addressing known vulnerabilities in the Firmware and the Cloud Service free of charge for the duration of the Support Period, separately from feature updates and upgrades. VIVOTEK may deploy security updates that it reasonably classifies as critical automatically and without prior notice where necessary to protect the security of VORTEX or its users.

5A.2 Support Period

“Support Period” means, for each Hardware model, the security support period published by VIVOTEK in the Documentation, which shall be no less than five (5) years from the date the model is placed on the market, or such longer period as required by applicable law. The Support Period applies independently of any License Term: security updates for the Firmware remain available during the Support Period even where a License has expired.

5A.3 User Security Obligations

User shall: (a) apply, and refrain from blocking the automatic installation of, security updates without undue delay; (b) configure and maintain its network environment in accordance with the Documentation; and (c) not modify, disable, or circumvent the security functions of the Products. VIVOTEK shall not be liable for any incident, loss, or damage to the extent attributable to User’s failure to comply with this Section 5A.3, including exploitation of a vulnerability for which VIVOTEK had made a security update available.

5A.4 Coordinated Vulnerability Disclosure

VIVOTEK maintains a coordinated vulnerability disclosure policy — the VIVOTEK Vulnerability Management Policy (VIVOTEK-POL-ISMS-VMP-001), as amended from time to time — published, together with security advisories, at https://www.vivotek.com/en-US/resource/support/cybersecurity. User shall report suspected vulnerabilities affecting the Products to security@vivotek.com and shall not publicly disclose any such vulnerability before a corrective measure is available or a coordinated disclosure date has been agreed.

5A.5 Security Notifications to Users

VIVOTEK shall notify affected Users without undue delay of any actively exploited vulnerability or severe incident having an impact on the security of the Products of which VIVOTEK becomes aware, including available corrective or mitigating measures that User can take. Notifications concerning personal data breaches remain governed exclusively by the DPA.

5A.6 Regulatory Reporting

VIVOTEK may make any notification or report to ENISA, national CSIRTs, market surveillance authorities, or other competent authorities that is required by applicable law (including CRA Articles 14 through 16) without User’s prior consent. Such regulatory reporting does not modify the notification obligations owed to User under this Agreement or the DPA, and nothing in Section 4 (Confidentiality) restricts reporting required by applicable law.

5A.7 Software Bill of Materials

Upon User’s reasonable written request and subject to confidentiality obligations at least as protective as Section 4, VIVOTEK shall make available a software bill of materials (SBOM) summary for the relevant Products, or such SBOM information as User reasonably requires for its own regulatory compliance.

5A.8 End of Support

VIVOTEK shall provide at least six (6) months’ notice before the end of the Support Period for a Hardware model, by publication in the Documentation or by notice in accordance with Section 9.1.

5A.9 Conformity

VIVOTEK shall maintain the technical documentation, conformity assessments, and declarations of conformity required for the Products under applicable product cybersecurity laws, including the CRA, as of the respective application dates of those requirements.

6. INDEMNIFICATION

6.1 User Indemnification of VIVOTEK

User shall defend, indemnify, and hold harmless VIVOTEK and its officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns (“VIVOTEK Associates”) against any third-party claim, suit, or proceeding arising out of or related to:

• User’s use of VORTEX or any User Data, including any person’s claim regarding privacy rights.

• Claims that User’s use of VORTEX violates a third party’s right to privacy or any related rights, including claims related to unauthorized recording of persons.

• Claims related to unauthorized disclosure or exposure of personally identifiable information or other private information within User Data.

• User’s failure to comply with any term of this Agreement or the DPA, including failure to obtain required consents, failure to post required signage, or failure to conduct required DPIAs.

• User’s deployment of VORTEX in violation of applicable laws, including the prohibited uses described in the DPA.

6.2 VIVOTEK Indemnification of User (Intellectual Property)

VIVOTEK shall defend User against any third-party claim that the Products, as delivered by VIVOTEK, infringe any patent or copyright, or violate any trade secret rights, of any third party (“Infringement Claim”). VIVOTEK will indemnify User from and against damages, costs, and fees reasonably incurred (including reasonable attorneys’ fees) that are attributable exclusively to such Infringement Claim and which are assessed against User in a final judgment or settlement.

VIVOTEK’s obligations are subject to: (i) User promptly notifying VIVOTEK in writing of an Infringement Claim; (ii) VIVOTEK having sole control over the defense and any settlement; and (iii) User providing reasonable assistance in the defense.

If User’s use of any Product is, or in VIVOTEK’s opinion is likely to be, enjoined as a result of an Infringement Claim, VIVOTEK shall, at its sole option and expense, either (a) procure for User the right to continue using the Products, (b) replace or modify the Products to make their use non-infringing without material reduction in functionality, or (c) if neither (a) nor (b) is reasonably available, terminate the affected Products and refund to User any prepaid, unused Fees.

VIVOTEK shall have no indemnification obligations for: (i) modifications to Products made by User; (ii) combination of Products with third-party materials not described in Documentation; or (iii) use of Products after VIVOTEK provides notice to cease use due to an Infringement Claim.

6.3 VIVOTEK Indemnification of User (Data Protection)

VIVOTEK shall indemnify User from claims arising from: (a) VIVOTEK’s breach of the DPA; (b) failure to implement the security measures described in the DPA; or (c) unauthorized access or disclosure of User Personal Data caused by VIVOTEK’s negligence or willful misconduct. This indemnification is subject to the limitation of liability in Section 8 and the conditions described in Section 6.2 (prompt notice, VIVOTEK control of defense, User cooperation).

7. WARRANTY

7.1 Hardware

The Hardware unit without License of Software attached will adhere to VIVOTEK’s standard warranty policy. When with an xPro License of Software, the Hardware warranty for VORTEX cameras extends for a period of up to 10 years from the original purchase date, contingent upon maintaining an uninterrupted xPro license subscription. The extension of warranty with a continuous xPro license subscription only applies to VORTEX CAMERA and SD Card shipped within VORTEX CAMERA.

An active license for a camera signifies its consistent connection to the VORTEX platform with a valid license throughout its entire lifespan to date.

User cannot replace the SD cards provided by VIVOTEK (“VIVOTEK SD Card”). VIVOTEK’s warranty for SD cards is limited to VIVOTEK SD Cards. For more detailed information on warranty and Return Materials Authorization (RMA), please see: https://vivotek.zendesk.com/hc/en-001/articles/10063722033433

With uninterrupted xPro license subscription: VORTEX CAMERA warranty period: 10 years from the date of shipment. VIVOTEK SD CARD warranty period: 10 years from the date of shipment. NVR and NETWORK SPEAKER follow VIVOTEK standard warranty policy.

In the event of sending the VIVOTEK SD Card for RMA, all data stored on the SD Card will be permanently erased. NO DATA TRANSFER SERVICE IS PROVIDED. Upon camera RMA, associated cloud data can be preserved and transferred to a new device; the remaining license will be transferred to the replacement device.

7.2 Software

VIVOTEK warrants that VORTEX, when used as permitted under this Agreement, shall run substantially as described in the Documentation. VIVOTEK will use commercially reasonable efforts to ensure that the Cloud Service is available in accordance with the Service Level Agreement (Annex A).

If User experiences any issues or bugs, VIVOTEK will offer Support including fixes, patches, and upgrades that generally are free of charge.

VIVOTEK does NOT warrant: (a) that VORTEX will meet User’s needs or expectations; (b) that VORTEX will perform without interruption or error; (c) that defects will be corrected; (d) warranty to the extent VORTEX is provided on an evaluation basis; or (e) that VORTEX will be free from all security vulnerabilities or immune from all unauthorized intrusion; VIVOTEK’s security commitments regarding VORTEX are exclusively as set out in Section 5A (Product Security and Lifecycle) and the DPA.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO THE WARRANTIES ABOVE, VIVOTEK DISCLAIMS ALL WARRANTIES, CONDITIONS AND OTHER TERMS, EITHER EXPRESS OR IMPLIED (WHETHER BY STATUTE, COMMON LAW, COLLATERALLY OR OTHERWISE) INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO VORTEX AND THE DOCUMENTATION.

8. LIMITATIONS OF LIABILITY

EXCEPT FOR THE EXCLUDED MATTERS DEFINED BELOW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, OF ANY KIND WHATSOEVER, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO: (i) LOSS OF DATA; (ii) LOSS OF INCOME; (iii) LOSS OF BUSINESS OPPORTUNITY; (iv) LOST PROFITS; AND (v) UNAVAILABILITY OR NON-PERFORMANCE OF VORTEX.

EXCEPT FOR THE EXCLUDED MATTERS, THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE SUM OF THE AMOUNTS ACTUALLY PAID BY USER FOR VORTEX IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY.

“Excluded Matters” means: (a) a breach by User of Section 2 (License and Restrictions); (b) infringement or misappropriation of the other party’s intellectual property rights; (c) damages for bodily injury, death, or damage to real or tangible personal property; (d) either party’s breach of Section 4 (Confidentiality), provided that claims arising from unauthorized access to or unauthorized disclosure of User Personal Data are governed exclusively by the DPA (including its limitation of liability provisions) and do not constitute Excluded Matters under this clause (d); (e) VIVOTEK’s indemnification obligations under Section 6.2; (f) User’s indemnification obligations under Section 6.1; and (g) liability that cannot be excluded or limited under applicable law.

THE FOREGOING SHALL NOT LIMIT USER’S OBLIGATIONS TO PAY ANY FEES AND/OR OTHER SUMS DUE UNDER ANY ORDER.

9. MISCELLANEOUS

9.1 Notices

All notices under this Agreement shall be in writing and shall be deemed given when personally delivered, when sent by confirmed email, or three days after being sent by prepaid certified or registered mail to the address of the party to be noticed as set forth on an Order.

9.2 Waiver

The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. This Agreement supersedes all prior proposals, negotiations, conversations, or discussions between or among parties relating to the subject matter of this Agreement.

9.3 Severability

If any provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable, or illegal, the other provisions will remain in force and effect.

9.4 Governing Law and Dispute Resolution

If User is entering into this Agreement from a European Union member country, United Kingdom, Switzerland, Japan, or Australia, then this Agreement is governed by the laws of Ireland and subject to the exclusive jurisdiction of the courts of Ireland. Otherwise, this Agreement shall be governed by and construed in accordance with the laws of the State of California (without regard to the conflicts of laws provisions thereof). Except for claims for injunctive or equitable relief, all disputes arising under this Agreement shall be finally settled by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the then-applicable Arbitration Rules of SIAC.

9.5 Force Majeure

Neither party will be liable for any failure to perform caused by circumstances beyond its reasonable control, including but not limited to acts of God, fire, flood, acts of war, pandemics, government action, accident, labor difficulties, or inability to obtain materials, equipment or transportation (“Force Majeure Event”). If a Force Majeure Event lasts longer than sixty (60) days, either party may terminate this Agreement upon written notice to the other party.

9.6 Assignment

User may not assign its rights or delegate its duties under this Agreement without VIVOTEK’s prior written consent. Any attempted assignment in violation of the foregoing shall be void. This Agreement will bind and inure to the benefit of each party’s successors or permitted assigns.

9.7 Amendments

VIVOTEK reserves the right to modify or update the terms of this Agreement in its discretion. The effective date of such modification will be the earlier of (i) 30 days from the date of such update or notification or (ii) User’s continued use of VORTEX after notification of the change.

9.8 Order of Precedence

In the event of any conflict between the documents that form part of this Agreement, the following order of precedence shall apply: (1) the Data Processing Addendum (DPA) and its Schedules (for data protection matters); (2) this End User Agreement; and (3) any Order. For the avoidance of doubt, for all matters relating to the processing and protection of User Personal Data, the DPA shall prevail over this Agreement.

9.9 Entire Agreement

This Agreement, together with the DPA, the Privacy Policy, and any Orders, constitutes the entire agreement between the parties relating to the subject matter hereof. No terms or conditions contained in any User purchase order or other document shall add to or modify this Agreement.

9.10 Reseller Association

Upon a User’s association of their VORTEX organization linked account with a Reseller and the granting of access to the Reseller, the User may receive enhanced technical service and support. As part of this association, certain system-related information (such as device configuration, license status, firmware version, and system logs) may be made available to the Reseller solely for the purpose of facilitating technical assistance. Such data access will remain subject to applicable confidentiality and data protection obligations.

Annex A: Service Level Agreement

Service Levels

VIVOTEK will use commercially reasonable efforts to make the Cloud Service available 99.9% or more of the time during any calendar month. An “Outage” will be defined as any time when the Cloud Service is not available due to a cause within the control of VIVOTEK. The availability standard does not apply to any feature of the Cloud Service that VIVOTEK identifies as a “beta” feature or service.

Service Credits

If VIVOTEK fails to achieve the availability percentage above, User will be eligible to receive a credit (“Service Credit”) calculated as a certain number of days added to the end of the License Term:

Service Credits are non-transferable and are VIVOTEK’s sole and exclusive liability for service unavailability. To qualify, User shall submit a written request within 30 days following the Outage.

Exclusions

VIVOTEK does not include in its calculation of downtime any time the Cloud Service is not available due to: planned maintenance windows (with at least two business days’ prior notice); Force Majeure Events; User’s actions or inactions; User’s systems or websites; ISP or Internet outages outside VIVOTEK’s control.

Chronic Failure & Termination

User may elect to terminate this Agreement in accordance with Section 3.2 if the Cloud Service is available less than 90% in a month for three consecutive months or any five months during a rolling twelve-month period.

Sole Remedy

The Service Credits are User’s sole and exclusive remedy for any Outage or service unavailability.

This EUA is executed via the VORTEX Service Agreement (ISMS-DPA-001-SA), which incorporates this document by reference.

The Latest Version V 2.1 (Current) | Previous Version

VORTEX Privacy Policy

The Latest Version V 1.1 (Current) 

We, VIVOTEK, will follow the concerned regulations and protect your online privacy with our best efforts. This Privacy Policy explains why and what information VIVOTEK will collect and/or process, and how VIVOTEK will deal with it. If you have any questions, please contact your service provider.

What personal data we collect and process?

VIVOTEK processes User Data and Service Data (defined as below) to provide VORTEX. This Privacy Policy applies solely to Service Data and does not apply to User Data. User Data are defined in our End User Agreement (available at: https://www.vivotek.com/en-US/user_agreement/vortex?tab=End_User_Agreement ). The processing of personal data contained within the User Data is governed by the VORTEX Data Processing Addendum (available at: https://www.vivotek.com/en-US/user_agreement/data_processing_addendum ).

Service Data is the data including personal data VIVOTEK collects or generates during the provision and administration of VORTEX and related technical support of VORTEX, excluding any User Data.

Depending on your relationship with VIVOTEK, we may collect and process your personal data as follows:

• Identification Data (prospects, customers, business partners): names, job titles.
• Contact Details (prospects, customers, business partners): e-mail addresses and phone numbers.
• Setting and Operational Details (customers): account name, device identifiers, system access log, analytics data derived from User Data, portal usage and operational status, software errors and crash reports, authentication details.
• Access Data (websites visitors, prospects, customers, business partners): IP addresses, cookies.
• Communication Details (prospects, customers, business partners): feedback, ask questions or seek technical support.

How we use your personal data?

We conduct our business in full compliance with privacy and data protection laws. All data processing activities are carried out on a legitimate basis and in accordance with applicable privacy regulations. We collect and process your personal data for the following purposes and legal grounds:

Provide VORTEX. We process your personal data to deliver VORTEX when it is necessary to conclude and perform our contractual obligations which we owe to our customer to provide VORTEX including activating the account you create for VORTEX and conducting checks to secure your data.

Maintain and improve VORTEX. We process your personal data to help us maintain and improve the performance of VORTEX when it is necessary to conclude and perform our contractual obligations which we owe to our customer to provide VORTEX and offer the best services we can, and continuing to improve the services to meet our customers' needs or it is based on your explicit consent.

Provide and improve integrated services of VORTEX. We process your personal data to deliver and improve other integrated services of VORTEX that you request, when it is necessary to conclude and perform our contractual obligations which we owe to our customer to provide VORTEX and offering the best services we can, and continuing to improve the services to meet our customers' needs or it is based on your explicit consent including third-party services that are enabled via VORTEX.

Assist you. We process your personal data to provide technical support for VORTEX, improve our technical support, inform you about updates to VORTEX and send other notifications relating to VORTEX when it is necessary to conclude and perform our contractual obligations which we owe to our customer to provide VORTEX and offering the best services we can, and continuing to improve the services to meet our customers' needs or it is based on your explicit consent including notifying you of system updates, system interruptions, Privacy Policy and other terms of use updates and the license or payment status for VORTEX.

Comply with legal obligations. We process your personal data to comply with our legal obligations when we have a legal obligation to do so.

What roles do we play in processing your data?

We are the data controller with respect to processing your personal data contained within the Service Data. This means that we decide how your personal data is processed and for what purposes. We understand that you care how your personal data is used and shared, and we will deal with it carefully and responsibly.

We process the personal data contained within the User Data as the processor without reviewing the content or origin of such personal data. We process such personal data at Users' direction. A User who uses VORTEX is the data controller of the User Data and is responsible for obtaining any consent and providing privacy notice required for the collection and use of such data. Our processing of personal data contained within the User Data as processor is governed by the VORTEX Data Processing Addendum (available at: https://www.vivotek.com/en-US/user_agreement/data_processing_addendum), which sets forth the parties' roles, the categories of data processed, security measures, sub-processor management, international transfer mechanisms, and all other data protection obligations.

Cookies

We receive and store certain types of data whenever you interact with us. For example, we use "cookies," which are unique identifiers that we transfer to your device for recognizing your device by our systems. When your web browser accesses our web pages, advertisements and other websites on our behalf, we gather certain types of data, including Internet protocol (IP) address, device ID or token, unique identifier, device type, referral URL, computer and connection data such as browser type and version, your browsing history and your web log information.

However, you may check to agree to all, agree to necessary part, or decline the data collection.

Information or content sharing

Your personal data will be treated as strictly confidential and will only be shared with the categories of data recipients listed below.

We may share or disclose your personal data to:

• Third party service providers whom we sub-contract to help us provide our services to you, and those who assist us in detecting and dealing with data breaches, illegal activities and fraud. In addition, we will ensure that all third-party service providers comply with GDPR requirements and have signed Data Processing Agreements (DPA), requiring third-party service providers to process your personal data as instructed and implement appropriate protective measures. When adding new third party service providers, we will inform you of the purpose in advance and seek your consent before sharing your data. The table below lists the recipients of Service Data. Sub-processors engaged for the processing of personal data contained within the User Data (where VIVOTEK acts as processor) are separately listed at https://www.vivotek.com/en-US/user_agreement/data_processing_addendum?tab=Sub-Processor_List and governed by Annex C of the VORTEX Data Processing Addendum (available at: https://www.vivotek.com/en-US/user_agreement/data_processing_addendum). Third party service providers are provided below:

• Government, courts, or law enforcement agencies, or third parties involved in legal proceedings, under a court order, or substantially similar legal procedure requiring us to do so, to comply with our obligations under relevant laws and regulations, to enforce and defend our policies and contracts with you, to respond to claims, or used as a response to verified requests relating to a government, criminal investigation, suspected fraud, or illegal activity that may expose us, you, or any other of our customers to legal liability.

How long do we keep your personal data?

We keep your personal data for no longer than reasonably necessary for the given purpose that your data is used for. When we no longer need your personal data, we delete or anonymize it. We will retain different types of personal data for varying periods, as long as necessary to fulfill the purposes outlined in this policy, unless a longer retention period is required by applicable law or for specific necessary purposes such as security, fraud and abuse prevention to protect against fraudulent attempts to gain access to user accounts, or to investigate violations of applicable agreements. Complying with legal or regulatory requirements. We retain some personal data when required by an enforceable legal process or in compliance with applicable laws and regulations, such as assisting judicial investigations, and initiating or defending legal claims for the purpose of civil, criminal or administrative proceedings.

Your rights and your personal data

Unless subject to an exemption under the concerned regulations, you have the following rights with respect to your personal data:

• The right to request a copy of your personal data;
• The right to request that we correct the data, if it is found inaccurate or out of date;
• The right to request that we erase your personal data where it is no longer necessary for us to retain such data. If you choose to delete your account, we will erase your personal data within one month. However, in case of technical difficulty, you will be notified, and the complete erasure may take up to two months;
• The right to withdraw your consent to processing at any time;
• The right to request that we provide you with your data and where possible, to transmit that data directly to another data controller;
• The right, where there is a dispute in relation to the accuracy or the lawfulness of our processing of your personal data, to request that a restriction is placed upon further processing of your data;
• The right to object to us using your personal data to engage in direct marketing;
• The right to lodge a complaint regarding our processing of your data with the competent authority of the European Union member state where you reside or in which your data is processed.

If you make a request, we will respond to you within one month. If you would like to exercise any of these rights, please mail to Privacy@vivotek.com. We may ask you for additional information to verify your identity and for security reasons before disclosing the required information to you. We also reserve the right to charge a fee in compliance with the applicable laws and regulations.

Transfer of your personal data abroad

Because VORTEX is a global service, we must be able to transmit your data to other countries within our worldwide service host servers for the reasons set forth above. In making such international data transfers, we will ensure the protection of your personal data by applying the highest levels of security required by the applicable data protection regulations.

Further processing

Before we use your personal data for a new purpose not covered within this Privacy Policy, we will provide you with a new notice explaining this new usage prior to commencing. In such cases, we will find a lawful basis for the further processing and seek your prior consent to such further processing.

Security

We protect your data using technical measures to minimize the risks of misuse, unauthorized access, unauthorized disclosure, and loss of access. Some of the safeguards we use are data pseudonymization, data encryption, firewalls and data access authorization controls. We take data security very seriously, therefore the security mechanisms used to protect your data are checked and updated regularly to provide the most effective protection against abuse. If you believe that the security of your data has been compromised, or if you would like to know more information on the measures we use to protect your data, please contact your service.

Privacy of data subjects under the age of 16

Our products and services are not targeted to persons under the age of 16. We do not knowingly collect or process personal data from persons under the age of 16.

Place of user data storage

For video and audio data collected from VORTEX and managed by Users, Users select the storage region during onboarding from the available regions disclosed in the VORTEX Data Processing Addendum (Annex A), currently: the United States of America, Germany, Australia and Japan. The selected region is fixed once confirmed. The VORTEX application platform and other operational User Data are processed and stored in the United States of America by default. For details of the storage architecture and cloud data center options, please refer to the VORTEX Data Processing Addendum (available at: https://www.vivotek.com/en-US/user_agreement/data_processing_addendum).

Changes

We reserve the right to revise this Privacy Policy and will release the most current version on our website.

How to contact us?

If you have any questions about our privacy policy, the data we hold on to you, or you would like to exercise one of your data protection rights, please do not hesitate to contact us.

Email us at: Privacy@vivotek.com

The Latest Version V 1.1 (Current) | Previous Version

VORTEX Analytics Terms and Conditions

The Latest Version V 1.1 (Current)

This VORTEX Analytics Terms and Conditions (this "Terms and Conditions") are entered into by VIVOTEK Inc. and the entity executing these Terms and Conditions ("You" or "User"). This Terms and Conditions governs Your use of the VORTEX Analytics (the "Service"). By clicking the "I accept" button, completing the registration process or using the service activating VORTEX's Analytics features (the "Features"), You acknowledge that You have reviewed and accept this Terms and Conditions, and are authorized to act on behalf of, and bind to these terms and conditions, the owner of this account. Unless otherwise specified in these Terms and Conditions, the capitalized terms used herein shall have the same meaning as set forth in the End User Agreement.

Additional Data to be Processed

In addition to the Personal Data and the User Personal Data, when You activate the Feature, you acknowledge, understand, and agree that VIVOTEK, along with VORTEX, collects and processes additional data and information including but not limited to facial attributes, license plate numbers, and other potentially personally identifiable information.

Legal basis for processing aforementioned data and/or information: Necessary to perform VIVOTEK's obligations under applicable agreements.

Certain AI features — including the AI Facial Recognition add-on, the Advanced AI Add-On (PPE Detection, Fall Detection, Think Alert, real-time License Plate Recognition), and AI Hub features — are additionally governed by the VORTEX AI Feature Terms and by the VORTEX Data Processing Addendum, including its Annex A (in particular Sections A.9 Biometric Safeguards and A.11 Advanced AI Add-On). The Data Processing Addendum is available at https://www.vivotek.com/en-US/user_agreement/data_processing_addendum. Advanced AI Add-On features perform inference on the camera hardware (edge inference) and do not use biometric identification or create biometric templates; the AI Facial Recognition add-on is subject to the separate biometric safeguards and jurisdictional conditions set forth in the Data Processing Addendum.

Adequate Notice and Informed Consents

In addition to what User shall abide by as set forth in Section 2.2 (Restrictions) of the End User Agreement, by activating and using these Features, You confirm that you have provided adequate notice to (such notice shall clearly specify that facial attributes and license plate numbers pertaining to certain individuals and vehicles will be processed by both User and VIVOTEK), and obtained all necessary consents from, individuals whose data may be collected and processed as required by applicable laws and regulations in Your jurisdiction(s).

Compliance with Data Protection Regulations

User shall affirm that activation and use of the Features do not violate any applicable laws and regulations, including those related to Applicable Privacy Law and biometric privacy. As specified in Section 5.3 (Data Storage) of the End User Agreement, for video and audio data collected from VORTEX and managed by Users, the storage region is selected during onboarding from the available regions disclosed in the VORTEX Data Processing Addendum (Annex A) and is fixed once confirmed; the VORTEX application platform and other operational User Data are processed and stored in the United States of America by default. User shall be aware and acknowledge that laws may vary among various jurisdictions, and in some circumstances, the activation and the use of the Features may be restricted or even prohibited. By activating and using the Features, User represents and warrants that such activation and use of the Features are permissible in Your jurisdiction(s).

Technical Limitations

VORTEX's Analytics features rely on advanced AI and machine learning models. While these technologies provide state-of-the-art capabilities, the accuracy of results may vary due to factors such as camera placement, environmental conditions, and subject demographics. Variability in performance, particularly for features like facial recognition and license plate detection, should be expected under certain conditions, and do not constitute VIVOTEK's breach of either End User Agreement or these Terms and Conditions. Users should understand these limitations and ensure that the results are used as supplemental information rather than sole determinants for critical decisions.

Send Feedback

When the User provides video data to VORTEX through the "Send Feedback" process and by clicking the "I agree" button, the User confirms that they have obtained the necessary consent from all individuals depicted in the video and agrees to share this content with VORTEX. The User understands that the video will be used by VORTEX solely for the purpose of improving the video content analysis. The User also confirms that sharing this video complies with all applicable privacy laws and regulations. In addition, due to the current technical limitation, VIVOTEK may not be capable of removing and deleting video provided through the "Send Feedback" process.

Power and Authorization

If You activate and are using the Features on behalf of an organization, you confirm that You have the power, have taken all necessary actions, and are authorized to agree to these terms on the organization's behalf. Your organization assumes all responsibilities associated with the lawful use of these features, including the terms set forth in Section 2 of the End User Agreement and ensuring compliance with all applicable regulations.

Indemnification

Should You breach aforementioned terms or any applicable laws, you agree to indemnify and hold harmless VORTEX and VIVOTEK's officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns from any claims, damages, or legal actions arising from Your use of the Features. Section 6 (Indemnification) of the End User Agreement shall apply. VORTEX reserves the right to control the defense of any such claims and expects User's full cooperation in resolving them.

Miscellaneous

VIVOTEK reserves the right to modify or update this Terms and Conditions and all annexes attached hereto (if any) in its sole discretion, the effective date of which will be the earlier of (i) 30 days from the date of such update or modification or (ii) User's continued use of VORTEX.

This Terms and Conditions shall be governed by and construed in accordance with the laws of the State of California (without regard to the conflicts of law’s provisions thereof or the UN Convention on the International Sale of Goods). Except for claims for injunctive or equitable relief, which may be at any time brought before any court of competent jurisdiction, all disputes arising under this Terms and Conditions shall be finally settled by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the then-applicable Arbitration Rules of SIAC, and judgment on the arbitral award may be entered in any court having jurisdiction.

The arbitration will take place in Singapore. There will be three arbitrators. The parties agree that the existence of information relating to any such arbitration proceedings will not be disclosed by either party and will constitute confidential information.

If You have questions or concerns about the legality or compliance of using these Features, we strongly recommend consulting legal counsel. In case of any problems with the functions of the Equipment, the App, and/or the Mirror Service, you may also contact us, by privacy@vivotek.com.

For further information and details about the processing of User Data and User Personal Data by VIVOTEK, please refer to VIVOTEK's Privacy Policy, End User Agreement, and Data Processing Addendum, which are available at https://www.vivotek.com/en-US/user_agreement/vortex?tab=Privacy_Policy, https://www.vivotek.com/en-US/user_agreement/vortex?tab=End_User_Agreement, and https://www.vivotek.com/en-US/user_agreement/data_processing_addendum.

The Latest Version V 1.1 (Current) | Previous Version

VORTEX Reseller Agreement

The Latest Version V 1.0 (Current)

This VORTEX Reseller Agreement ("Agreement") is hereby entered into between VIVOTEK, Inc. a Taiwan corporation, having its principal office at 6F, No. 192, Lien-Cheng Rd., Chung-Ho, New Taipei City, Taiwan, ("VIVOTEK") and the VORTEX reseller, ("Reseller") that accepts these terms as indicated below (each of VIVOTEK and Reseller, a "Party", and collectively, the "Parties").

Reseller accepts the Agreement and agrees to be bound by the terms hereof by clicking a box indicating its acceptance or navigating through the login page of Reseller Portal where a link to this Agreement is provided. If Reseller and VIVOTEK have executed a written agreement governing Reseller's right to resell the Products, then the terms of such signed agreement will govern and will supersede this Agreement.

This Agreement is effective as of the date that Reseller accepts the terms of this Agreement as indicated above (“Effective Date”). VIVOTEK reserves the right to modify or update the terms of this Agreement in its discretion, the effective date of which will be the earlier of (i) 30 days from the date of such update or modification and (ii) Reseller's continued participation in VORTEX Reseller program following such update.

The Parties hereby agree as follows:

1. DEFINITIONS

"Claim" means any and all claims, suits, legal actions or proceedings against a Party, including by another Party, a third party, or by an employee of a Party.

"Confidential Information" means all know-how, specifications, pricing information, maintenance, data sheets, sales, service and technical bulletins, customer lists, sales and marketing programs, price lists, cost data, and all other publications and information, whether or not reduced to writing, relating to the formulation, manufacture, use, marketing and sale of the Products, as well as any other information relating to the business of a Party which may be divulged to the other Party in connection with this Agreement.

"Documentation" means documentation provided by VIVOTEK to Reseller relating to the Products, their functionality, and their use, available at https://www.vivotek.com/en-US and https://reseller.vortexcloud.com/.

"End Customer" means Reseller's customer and the entity licensed under the End User Agreement to use the Products for its own internal purposes and not for resale, lease, loan, or redistribution to, or use on behalf of, other third parties.

"End User Agreement" means VIVOTEK's End User Agreement, available at https://www.vivotek.com/en-US/user_agreement/vortex?tab=End_User_Agreement or another written license agreement, entered into between VIVOTEK and the End Customer, governing the End Customer's use of the Products.

"Firmware" means the software VIVOTEK developed and maintained that runs on the Hardware which perform functionalities such as video and audio encoding or streaming, VCA features and communications to the Hosted Software.

"Hardware" means the VIVOTEK hardware products which can communicate with VORTEX, including network cameras, NVR, etc.

"Hosted Software" means, known as "VORTEX", and related infrastructure made available to User to manage and control the Hardware.

"Intellectual Property Rights" means all patents, copyrights, moral rights, trademarks and Marks, trade secrets and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing.

"Liabilities" means any and all damages, liabilities, settlement amounts, expenses and costs in connection with a Claim.

"License" : Please see VORTEX End User Agreement section 2.1

"License Term" means the length of time indicated in the License SKU set forth on the applicable Purchase Order.

"Marks" means a Party's trade names, trademarks, service marks, symbols, and logos.

"Order" means a written purchase order Reseller will submit to VIVOTEK for the purchase of Products to be used by End Customers.

"Reseller Indemnified Parties" means Reseller, its affiliates, and each of their officers, directors, employees and contractors.

"Reseller Portal" means the website maintained by VIVOTEK that provides device status dashboard, licensing management and purchasing for Reseller, available at https://reseller.vortexcloud.com.

"Products" means the whole VORTEX System, VIVOTEK Software-as-a-Service solution including Software and Hardware as well as Video Content Analysis features, the VORTEX Mobile App for iOS and Android OS.

"Reseller Price List" means the price list for the Products setting forth the various discounts available to Reseller. Reseller Price Lists are available at the Reseller Portal and may vary by region.

"Software" means the Firmware and Hosted Software.

"Taxes" means applicable duties, sales tax, value added tax or any equivalent tax and any applicable withholding taxes, customs, duties and other charges and fees related to the sale of the Products.

"VORTEX Training Program" means the training course for VORTEX regularly hosted by VIVOTEK.

"VIVOTEK Indemnified Parties" means VIVOTEK, and each of their officers, directors, employees and contractors.

2. Appointment

Subject to Reseller's continued compliance with this Agreement, VIVOTEK appoints Reseller as a non-exclusive reseller and/or dealer of the Products found on the Reseller Price List. Reseller will buy and sell the Products in its own name and for its own account and risk. Reseller will be subject to the terms of VORTEX End User Agreement while Reseller uses the Products to provide video monitoring and managed services. Reseller will act as an independent entity and is not authorized to represent VIVOTEK or to act on behalf or in the name of VIVOTEK.

3. Reseller Obligations

3.1 Promotion and Marketing

Reseller is expected to undertake promotional activities, conduct advertising and sales campaigns with respect to the Products using a variety of promotional methods including press releases, exhibition panels, show boards, tradeshow, roadshow, mailings, website information, and catalogues, and assist in any such campaigns instituted by VIVOTEK. VIVOTEK shall have the continuing right to inspect and review Reseller's advertising and sales materials for the Products and to disapprove same or require such modifications as VIVOTEK deems advisable.

Reseller should include VIVOTEK on their websites. Subject to VIVOTEK's prior approval, VIVOTEK hereby grants to Reseller the limited right to list VIVOTEK's or VORTEX's name and approved logo on Reseller's website. Upon VIVOTEK's written request, Reseller will promptly remove VIVOTEK's or VORTEX's name and logo from its marketing materials and website. Reseller will promptly notify VIVOTEK of: (a) any use by any third party of VIVOTEK's or VORTEX's name and logo; or (b) any use by any third party of similar trademarks which may constitute an infringement.

Reseller is to make best efforts to participate in case studies and press releases. The Parties may undertake joint tradeshows from time to time.

3.2 Technical support

Reseller will provide the Product configuration, installation, implementation and Software update and patch services for End Customers, and provide first line support services for the Products to its End Customers in accordance with the terms of Annex A. Reseller shall ensure that all technical support engineers who are providing technical support for the Products are certified by VIVOTEK. Reseller shall provide VIVOTEK with a list of its trained and certified sales personnel and technicians and regularly update the list as contacts change. Reseller will also keep VIVOTEK informed as to any problems encountered with the Products and to communicate promptly to VIVOTEK any and all modifications, design changes or improvements of the Products suggested by any customer, employee or agent.

3.3 Training

Reseller must have an appropriate number of pre-sales and post-sales support personnel trained and accredited by VIVOTEK to use, operate, and demonstrate the Products and otherwise carry out Reseller's obligations under this Agreement. Reseller shall cause all appropriate sales personnel to take sales and web training seminars offered by VIVOTEK before the marketing and use of the Products. Reseller must ensure all appropriate first line support technicians and field service technicians attend necessary training courses (VORTEX Certified Reseller Certification Program) for the Products and receive certification from VIVOTEK on the Products within sixty (60) days of the Effective Date. After the initial certification, the Reseller must ensure the technicians providing technical support (first line and field service) have “up to date” certifications, and will attend scheduled training on a regular basis for new Product feature releases and to maintain their certification every two years.

3.4 Restrictions

Except as expressly authorized by this Agreement, Reseller may not: (a) modify, copy, disclose, alter or create derivative works of any of the Products, the Documentation, or VORTEX's Trademarks; (b) license, sublicense, resell, distribute, lease or otherwise dispose of any of the Products, the Documentation, or VORTEX's Trademarks; (c) use any of the Products or the Documentation, or allow the transfer, transmission, export or re-export any of the Products, in violation of the export control laws or regulations of the United States or any other country; (d) adopt, use or register any words, phrases or symbols that are identical to or confusingly similar to any of VORTEX's Trademarks within any territory.

3.5 Ownership and Reservation of Rights

VIVOTEK owns all right, title and interest in and to VORTEX's Trademarks and the Intellectual Property Rights associated with the Products. VIVOTEK reserves all rights not expressly granted in this Agreement, and no licenses are granted by VIVOTEK to Reseller under this Agreement. Further, all references in this Agreement to the “purchase” or “sale” of the Products means, with respect to each of the Products which are covered by Intellectual Property Rights owned by VIVOTEK (or to which VIVOTEK has rights), the acquiring or granting, respectively, of a license to use such Products, and to exercise any other rights pertaining to such parts which are expressly set forth herein. Reseller and its customers are not entitled to receive any source code or source documentation relating to the Product.

3.6 Compliance

Reseller will: (i) comply with all applicable laws, including without limitation laws governing the protection of personally identifiable information and other laws applicable to the protection of privacy and use of video surveillance; (ii) not engage in, or acquiesce in, any extortion, kickbacks, or other unlawful or improper means of obtaining business or promoting the Products; (iii) promptly inform VIVOTEK of any claim, action, or proceeding, whether threatened or pending, that comes to Reseller's attention and involves VIVOTEK or the Products; and (iv) immediately notify VIVOTEK of any known or suspected breach of the End User Agreement or other unauthorized use of the Products by an End Customer.

4. Pricing

As an authorized reseller of the Products, Reseller will be entitled to purchase the Products at the various discounted prices set forth on the then-current Reseller Price List, depending on an opportunity initiated whether by VIVOTEK or Reseller. There is also additional benefits as well as responsibilities defined in the VORTEX Reseller Program listed in the Reseller Portal which might be changed by VIVOTEK annually. Prices are described exclusive of any excise taxes, sales taxes or any other taxes that would apply to the Products. Licensing crossing regions is not allowed. License purchased from one region can only be deployed for the camera installed in that region. Depending on the Reseller's country or regions, taxes may be exempted upon providing a valid tax exemption proof. Reseller will advertise the Products only at the list prices set forth in the applicable Reseller Price List, however Reseller may sell the Products at a price agreed upon between Reseller and the End Customer.

5. Product Orders

5.1

There will be two parts for the Orders for the Product. For Hardware Orders, Reseller will follow the purchase flow based on existing distributors of VIVOTEK. For Software Licensing Orders, the website https://reseller.vortexcloud.com/ is for Reseller to purchase and manage License for their End Customers. Reseller and End Customers must purchase Licenses to use the Hosted Software no less than the number of the Hardware units which are to be manages with the Hosted Software, but unlimited number of Users to access and use the Hosted Software is allowed. If additional Licenses are purchased for either purchase of new Hardware units or renewal of Licenses for existing Hardware units, the overall License Term will be adjusted so that the License Term for total Licenses purchased will expired on the same date.

5.2

Reseller understands that the End Customer's use of the Products is subject to the terms of the End User Agreement. VIVOTEK makes warranties regarding the Products directly to End Customers via the End User Agreement. VIVOTEK will not be liable for any different or additional warranties or other commitments Reseller makes to End Customers.

6. Returns

VIVOTEK makes warranties regarding the Products directly to End Customers, not to Reseller, via the End User Agreement. VIVOTEK warranties the Hardware on the terms set forth in the End User Agreement, generally for a period of specified in the applicable product datasheet (“Warranty Period”). End Customer may contact Reseller to return either the defective Hardware within the Warranty Period or the non-defective Hardware within the 30-day return period for any reason, pursuant to the terms of the End User Agreement. For detail of standard process of Return Materials Authorization (“RMA”), Please refer to the link: https://vivotek.zendesk.com/hc/en-001/articles/10063722033433-VORTEX-Warranty-and-RMA-policies. For the return of the non-defective Hardware within 30 days period specified in the End User Agreement, Reseller can initiate the return in the Reseller Portal with options of sales return or replacement. For detail of non-defective Hardware return process, please refer to the information in the Reseller Portal link: https://reseller.vortexcloud.com/.

7. Indemnification

7.1

VIVOTEK will indemnify Reseller Indemnified Parties from and against Liabilities incurred by Reseller Indemnified Parties arising out of the infringement of valid third party intellectual property right by the Products sold to Reseller pursuant to this Agreement, unless the third party claim, action or proceeding arises out of: (i) combination or use of the Products with any product, service or process not provided by VIVOTEK; (ii) VIVOTEK's compliance with any requirements or specifications provided by Reseller or the End Customer; or (iii) any modification made to a Product by any person or entity other than VIVOTEK. (iv) where Reseller continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, (v) where Reseller's use of the Product is incident to an infringement not resulting primarily from the Product or (vi) where Reseller's use is not strictly in accordance with this Agreement and all applicable licenses and documentation.

7.2

Reseller will indemnify VIVOTEK Indemnified Parties from and against Liabilities incurred by any VIVOTEK Indemnified Parties arising out of: (a) any improper use or disposition of the Products by Reseller, or any modification, installation, service or repair of the Product not performed by VIVOTEK or under VIVOTEK's direction, (b) any written or oral warranty to End Customers with respect to the Products not authorized by VIVOTEK or in the End User Agreement; (c) any violation of applicable law by Reseller; or (d) any fraud, gross negligence, or intentional misconduct by Reseller or any of its representatives.

8. Term and Termination

8.1

This Agreement will continue in force for one (1) year after the Effective Date. After the initial one (1) year term, the Agreement will automatically renew for consecutive one (1) year periods, unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.

8.2

A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach including fail to fulfill the responsibility of technical support if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

8.3

In the event of any termination, VIVOTEK has the option to continue or terminate any order then pending. Reseller may continue to distribute Products in its inventory on the date of termination under the terms and conditions of this Agreement for one hundred and eighty (180) days after such termination (but if termination if for Reseller's breach, such continued activity will only be with VIVOTEK's written consent – email is sufficient)

8.4

Termination, expiration, cancellation, or abandonment of this Agreement through any means and for any reason shall not relieve the Parties of any obligation accruing prior thereto and shall be without prejudice to the rights and remedies of either Party with respect to any antecedent breach of any of the provisions of this Agreement.

8.5

Upon termination of this Agreement for any reason: (a) all licenses and other rights granted to Reseller under this Agreement will become null and void (b) Reseller will surrender all copies of Confidential Information, catalogs, literature and other materials of the Product in its possession or control, or at VIVOTEK's option, destroy such materials; (c) all outstanding obligations or commitments of either party to pay amounts to the other party, if any, will become immediately due and payable; and. Sections 7 through 11 of this Agreement will survive termination.

9. Confidentiality

Reseller agrees that all source code, inventions, algorithms, designs, know-how, ideas, technologies and all business, marketing plans, strategies, and financial information it obtains from VIVOTEK are the confidential property of VIVOTEK (“Confidential Information”). Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in User's possession at the time of disclosure; (ii) is independently developed by Reseller without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Reseller's improper action or inaction; Reseller agrees that the Confidential Information may include VIVOTEK's valuable trade secrets.

Each party will use the Confidential Information of the other party only as necessary to perform its obligations under this Agreement, will not disclose the Confidential Information to any third party, and will protect the confidentiality of the Disclosing Party's Confidential Information with the same standard of care as the Receiving Party uses or would use to protect its own Confidential Information, but in no event will the Receiving Party use less than a reasonable standard of care. Notwithstanding the foregoing, the Receiving Party may share the other party's Confidential Information with those of its employees, agents and representatives who have a need to know such information and who are bound by confidentiality obligations at least as restrictive as those contained herein (each, a “Representative”). Each party shall be responsible for any breach of confidentiality by any of its Representatives. A Receiving Party will not violate its confidentiality obligations if it discloses the Disclosing Party's Confidential Information if required by applicable laws, including by court subpoena or similar instrument as long as the Receiving Party provides the Disclosing Party with written notice of the required disclosure so as to allow the Disclosing Party to contest or seek to limit the disclosure or obtain a protective order. If no protective order or other remedy is obtained, the Receiving Party will furnish only that portion of the Confidential Information that is legally required and agrees to exercise reasonable efforts to ensure that confidential treatment will be accorded to the Confidential Information so disclosed.

10. Disclaimer of Warranties; Limitation of Liability

10.1

Except as expressly set forth in this agreement, VIVOTEK makes no express warranties and expressly disclaims all implied warranties and conditions, including without limitation warranties of non-infringement, merchantability and fitness for a particular purpose, with respect to the products under this agreement, which are otherwise provided “as is”, or that the products will be timely, uninterrupted, or error-free.

10.2

In no event will either party be liable to the other party for any special, incidental, consequential, exemplary, punitive, multiple, lost profits or other indirect damages arising out of this agreement, whether based upon warranty, contract, tort, strict liability or otherwise, even if such party has been advised of the possibility of such damages or losses.

10.3

Except for either party's respective indemnification obligations under this agreement, for either party's breach of confidentiality, gross negligence or intentional misconduct, or any liability associated with Reseller's performance, in no event will either party's total liability to the other for all damages, losses and causes of action arising out of or relating to this agreement exceed the amount of fees paid or payable by Reseller to VIVOTEK under this agreement in the twelve (12) month period preceding the events that give rise to the applicable claim.

11. Miscellaneous

This Agreement and the rights hereunder are not transferable or assignable by Reseller without the prior written consent VIVOTEK. VIVOTEK may freely assign or transfer this Agreement and the rights hereunder.

11.1

All notices under this Agreement shall be in writing, and shall be deemed given when personally delivered, when sent by confirmed fax, or three days after being sent by prepaid certified or registered U.S. mail to the address of the party to be noticed as set forth on an Order or such other address as such party last provided to the other by written notice.

11.2

The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.

11.3

This Agreement supersedes all proposals, oral or written, all negotiations, conversations, or discussions between or among parties relating to the subject matter of this Agreement and all past dealing or industry custom. Changes or modifications of this Agreement by VIVOTEK are deemed effective when a Reseller click a box indicating its acceptance or navigating through in the login page of Reseller Portal where a link to this Agreement is provided.

11.4

If any provision of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable, or illegal the other provisions will remain in force and effect. If any invalid, unenforceable or illegal provisions would be valid, enforceable or legal if some part of it were deleted, the provision will apply with whatever modification is necessary to give effect to the commercial intention of the parties.

11.5

This Agreement shall be governed by and construed in accordance with the laws of the State of California (without regard to the conflicts of laws provisions thereof or the UN Convention on the International Sale of Goods). Except for claims for injunctive or equitable relief, which may be at any time brought before any court of competent jurisdiction, all disputes arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by one arbitrator appointed in accordance with such rules. The arbitration shall take place in San Francisco, California, in the English language and the arbitral decision may be enforced in any court. For all purposes of this Section, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in San Francisco, California. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees.

Annex A
Reseller Technical Support Responsibilities

1. During the lifetime of the Product, Reseller shall establish and maintain the organization and processes to provide first line support of the Products to its End Customers. The Reseller has the sole responsibility for managing and supporting the End Customers, which responsibilities include but are not limited to:

    (a) Receiving and responding to requests for support received from End Customers (with recommended availability of 24 hours per day, 365 days per year);

    (b) Tracking support calls and End Customer satisfaction and feedback;

    (c) Diagnosing the cause of End Customer problems by:

        (i) verifying that the installed system components (including the supported software) are intended to be compatible with each other;

        (ii) verifying that the configuration of each system component (i.e. hardware, software, LAN and WAN condition and bandwidth, licensing information, operating system, etc.) is valid;

        (iii) verifying that maintenance procedures prescribed by VIVOTEK have been performed;

    (d) Where possible, resolving end user problems (either directly via an electronic data link or by directing First Line Support personnel on-site) by:

        (i) correcting invalid configuration of system components;

        (ii) installing prescribed software upgrades;

        (iii) implementing prescribed work around procedures; and

        (iv) applying applicable Software patches/fixes (including without limitation data security patches and updates as applicable and appropriate);

    (e) Relaying requests that cannot be satisfied to VIVOTEK VORTEX FAE

    (f) Under the direction of VORTEX technical support SOP, providing assistance at End Customer's site to obtain diagnostic information and implement work-around procedures;

    (g) Alerting end users as to the existence of known problems and recommended preventative actions;

    (h) Periodically updating end users and VIVOTEK as to the status of reported problems;

    (i) Managing end user requirements for training and upgrades;

    (j) Managing shipments for new orders and equipment repairs (such as camera and SD card replacement); and

    (k) Assigning one (1) main contact that will be responsible for the Products.

2. VIVOTEK FAE will provide Second Line Support to Reseller which includes:

    (a) Receiving and responding to requests from Reseller's First Line Support;

    (b) Having remote access permission which is approved by Reseller and End Customer by remote debug tool.

    (c) Diagnosing the cause of end user problems by:

        (i) recreating problems in a simulated system environment (if possible); and

        (ii) isolating the cause of a problem to one or more specific system components;

        (iii) Relaying requests that cannot be satisfied to RD (along with relevant diagnostic information);

    (d) Recommending workaround procedures; and

    (e) Periodically updating First Line Support as to the status of reported problems.

3. Where Reseller requires VIVOTEK's on-site support, Reseller will:

    (a) provide reasonable assistance at Reseller's site to VIVOTEK and its personnel, agents, and/or subcontractors to assist in the diagnosis of reported problems including, where possible, providing system data in machine-readable form to enable VIVOTEK to reproduce the problem in a laboratory environment; and

    (b) arrange physical and/or remote access to Reseller and/or End Customer's site, as the case may be, for VIVOTEK technical support engineers as necessary to carry out problem diagnosis and resolution activities and for the proper performance of VIVOTEK's obligations under this Agreement.

In respect of (b), Reseller shall arrange for and ensure adequate working space, heat, light, ventilation, a safe work environment, electrical currents and outlets, and such other facilities, as may be reasonably required to perform on-site support services. An End Customer representative shall be present at all times during which on-site support services are provided by VIVOTEK under this Agreement. All parts are included during the applicable warranty period. Travel and living expenses will be invoiced by VIVOTEK to RESELLER separately at cost.

4. Reseller will make available, at no charge to VIVOTEK, adequate data communications facilities, remote access, telephone and modem connections, as VIVOTEK may reasonably determine necessary, to allow for the execution of remote diagnostic procedures and system audits. Reseller is responsible for providing VIVOTEK electronic access to the computer systems on which the Software resides in order to support problem diagnosis and resolution activities for the Software. If Reseller is unable to provide or arrange such access and, as a result, VIVOTEK performs additional work, VIVOTEK may bill the Reseller, and Reseller agrees to pay for such additional work on a time, expense, and materials basis at VIVOTEK's then current rates.

5. The ability of VIVOTEK to provide Second Line Support depends on Reseller fulfilling the responsibilities defined in this Annex. Failure of Reseller to fulfill these responsibilities will release VIVOTEK of any obligations and liabilities during the period in which the Reseller's responsibilities remain unfulfilled. In addition, VIVOTEK reserves the right to downgrade Reseller level of the VORTEX Reseller Program and re-assign End Customer to alternative Reseller to provide service once Reseller fails to fulfill the responsibilities of technical support.

The Latest Version V 1.1 (Current)