VORTEX Terms of Use - V 1.0.0

This is the Version of V 1.0.0 | Go to the Latest Version V 1.0.1

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

Please refer to 'Ownership' Section in VORTEX's End User Agreement.

Privacy Policy

Our 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.

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 STATES MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

Limitation of Liability

WE WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF THE SITE AND SITE CONTENT. UNDER NO CIRCUMSTANCES WILL OUR TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE OR SITE CONTENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED $50. OUR LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW FOR THE JURISDICTION WHERE THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT ALLOWED.

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. You submit to the jurisdiction of the federal or state courts of or located in the City and County of San Francisco, California, with respect to any action or proceeding arising out of or in any way related to these Terms, and you hereby waive any venue or other objection which you may have to any such action or proceeding being brought in the federal or state courts of in the City and County of San Francisco, California. 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.

VORTEX End User Agreement - V 1.0.1

This is the Version of V 1.0.1 | Go to the Latest Version V 2.1

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 an 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 Section1) 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.

“Applicable Privacy Law” means, as applicable to the processing of User Personal Data, any privacy, data security, or data protection law or regulation, such as EU General Data Protection Regulation 2016/679 (“GDPR”).

“Documentation” means the online documentations and instructions regarding the Hardware and Software in official VIVOTEK web site.

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

“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 Cloud Service.

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

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

“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 Reseller's firm commitment to purchase the Products for the prices listed thereon.

“Personal Data” means any information relating to an identified or identifiable natural person or household; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person, including but not limited to any special categories of personal data or sensitive data defined under Applicable Privacy Law.

“Processing”, “Process”, “Processed” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

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

“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.

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

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

“Software” means the Firmware and Cloud Service.

“Support” means the technical support services and available resources.

“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 derive 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.

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

“VORTEX” 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.

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 the 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. The 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 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 Licenses acquired by the User on a unified date.

Notwithstanding the above, the cloud backup license operates as a standalone entity, and its acquisition will not factor into the co-termination date calculation. To utilize the cloud backup service, Users are required to procure a license specific to the chosen camera for which data backup to the cloud is desired.

Users retain the flexibility to modify their cloud backup storage plan at their sole discretion. Upon altering the storage plan, the original cloud backup expiration date and storage duration will be superseded by the updated scheme. Any remaining unexpired duration from the original cloud backup storage plan will be nullified and will not be transferred to the new plan.

2.2 Restrictions:

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

• NOT use VORTEX in any other way 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, to build a product using similar ideas, features, functions or graphics of VORTEX, or to copy any ideas, features, functions or graphics of VORTEX.
• 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. Such person(s) will be responsible for monitoring and managing access privileges of other Users.

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 the VORTEX due to any issues not attributable to VIVOTEK including but not limited to network infrastructure and/or Internet access issues.
• Performance of VORTEX will vary based on User's applications of the VORTEX, as well as User's network infrastructure quality and Internet bandwidth. VIVOTEK is not responsible for any equipment user uses in conjunction with the VORTEX.
• VORTEX is not intended to be used as part of any lifesaving or emergency management systems, and User will not use VORTEX in any of such purpose.
• VORTEX is not directly or indirectly exported, re-exported, or used to provide services in violation of the export laws and regulations of the United States or any other country.
• VIVOTEK reserves the right, at our sole discretion, to adjust prices and to update, change or replace the content and/or specification of any and all VORTEX or Products by posting updates and changes to our website.

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) 4 (CONFIDENTIALITY), 5 (USER DATA PROTECTION), 6 (INDEMNIFICATION), 7(WARRANTY), 8 (LIMITATION OF LIABILITY); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.

4. CONFIDENTIALITY

4.1 Confidential Information

User 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 (“Confidential Information”) are the confidential property of VIVOTEK. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in User's possession at the time of disclosure and without an obligation of confidentiality prior to the disclosure by VIVOTEK to User; (ii) is independently developed by User without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of User's improper action or inaction. User agrees that the Confidential Information may include VIVOTEK's valuable trade secrets.

4.2 Confidentiality Obligations

User will use the Confidential Information 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 Confidential Information with the same standard of care as User uses or would use to protect its own confidential or proprietary information, but in no event less than a reasonable standard of care. Notwithstanding the foregoing, User may share the 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”).　 User shall be responsible for any breach of confidentiality by any of its Representatives.

4.3 Additional Exclusions

User will not violate its confidentiality obligations if it discloses the Confidential Information is required by applicable laws, including by court subpoena or similar instrument as long as User provides VIVOTEK with written notice of the required disclosure so as to allow VIVOTEK to contest or seek to limit the disclosure or obtain a protective order. If no protective order or other remedy is obtained, User 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.

5. User Data PROTECTION

5.1 Data Processing

For the purpose of Supports, correctly managing the status of the License and communication and performing VIVOTEK’s obligations under the License, VIVOTEK may access User’s account and process User Personal Data in compliance with the instructions of User and the Applicable Privacy Law.

VIVOTEK will

• take all appropriate legal, organizational and technical measures to maintain the Product and protect against unlawful and unauthorized access of User Data; and
• notify User without undue delay after receiving any requests from owners of Personal Data requesting to exercise their rights as data subjects (having the same meaning as in the Applicable Privacy Law) with respect to the Personal Data thereof. VIVOTEK will work with User to promptly and effectively handle such requests. VIVOTEK will not directly respond to any such requests.

VIVOTEK will process User Personal 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 shall be responsible for obtaining any consent and providing privacy notice required for the collection and use of such data.

Unless VIVOTEK receives User's written consent, VIVOTEK: (a) shall not access, process, or otherwise use User Personal Data other than as necessary to provide and/or improve VORTEX, and/or other VIVOTEK technologies and (b) shall not intentionally grant any third-party access to User Personal Data. Notwithstanding the foregoing, VIVOTEK may disclose User Data as required by the applicable law or by the proper legal or governmental authority.

5.2 Data Transfer

In the event that VIVOTEK is required to transfer part or all of User Personal Data to a country or territory that is outside the European Economic Area (“EEA”) and has not received an adequacy decision on the level of personal data protection from the European Union, a standard contract clause or data transfer agreement shall be entered into by and between the importer of User Personal Data and VIVOTEK unless VIVOTEK confirms that other safeguards as stipulated in Article 46 of GDPR for personal data protection are sufficiently in place or any of the conditions of the derogations set out in Article 49 of the GDPR is met. Notwithstanding the foregoing and for the avoidance of doubt, VIVOTEK shall undertake no transfer of part or all of User Personal Data unless with the prior written approval of the Client, whether within or out of the EEA.

5.3 Data Storage

For video and audio data collected from VORTEX and managed by Users, Users may choose to store this data in one of the following four countries: the United States of America, Germany, Australia and Japan. All other User Data is stored in the United States of America by default.

5.4 Data Security Requirements

VIVOTEK shall ensure the safety during the processing of User Personal Data through the use of appropriate administrative, physical, and technical safeguards including, but not limited to, appropriate network security and encryption technologies. Such security measures shall also include the following:

• Implementation of controls to manage access to User Personal Data, including: (a) taking reasonable steps to ensure the reliability of any employee, agent or contractor of User who may have access to User Personal Data and restricting access to only those who are strictly necessary in performing the services related to VORTEX and ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality; (b) conducting regular reviews of access lists to ensure that access privileges have been appropriately provisioned and terminated; (c) requiring the use of multi-factor authentication to access User Personal Data; and (d) providing regular training on data security to personnel that may have access to Personal Data.
• Establishment and maintenance of firewalls to segregate VIVOTEK’s internal networks from the internet while implementing appropriate intrusion detection, monitoring, and logging capabilities to enable detecting and responding to potential Personal Data breach attempts.
• Maintenance and enforcement of procedures to ensure that all of the regulatory and contractual requirements are met, including but not limited to: (a) up-to-date virus protection software installed on all systems attached to VIVOTEK’s networks; (b) Personal Data may only be processed for the purposes of performing the VIVOTEK’s obligations under the License; (c) Personal Data in digital forms shall be encrypted at all times, particularly during storage and transmission, in accordance with the encryption standards no less than the current industry standard.
• Conducting regular network vulnerability assessments.
• Application of security updates to all systems or devices storing, processing or transmitting Personal Data in a timely manner.

Upon request by the User at any time during the term of the License, VIVOTEK shall promptly provide User with a copy of the then-applicable policy or plan with respect to data security maintained by the Company.

5.5 Data Deletion

User may independently delete its accounts and Hardware connections created within VORTEX. Upon the deletion of the account or Hardware connection, all stored data associated with that account or Hardware will be simultaneously deleted and will not be recoverable.

5.6 Personal Data Breach Notice

In the event of any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, User Personal Data transmitted, stored or otherwise Processed ("Personal Data Breach"), VIVOTEK will, without undue delay after having become aware of it, notify the Reseller and User of the Personal Data Breach.

5.7 Assistance

VIVOTEK shall provide User with reasonable assistance and support and shall in (i) responding to an investigation or cooperation request by authorities; (ii) responding, remediating, providing notice of any Personal Data Breach, or taking any other action as may be requested by User or a third party appointed thereby with regard to a Personal Data Breach; (iii) conducting legally required privacy, security, or data protection impact assessments; and (iv) consulting with the relevant authorities when required in relation to such impact assessments.

5.8 Communication

Should User to the VORTEX have any queries regarding this USER Data PROTECTION provision or any claims arising out of this provision, User may contact us at privacy@vivotek.com.

5.9 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.

6. INDEMNIFICATION

User agrees that VIVOTEK has no liability whatsoever for any use User makes of VORTEX, or User Data. User shall indemnify and hold harmless VIVOTEK from any claims, actions, demands, damages, losses, liabilities, settlements, costs, and fees (including attorneys' fees) arising from or in connection with: (i) User's use of VORTEX or any User Data (including any person's claim regarding privacy rights), (ii) access to any part of VORTEX or User Data, as well as (iii) User's failure to comply with any term of this Agreement. For clarity, the foregoing includes claims brought by any person with respect to User's use of the User Data.

User shall defend, indemnify, and hold harmless VIVOTEK and its Associates (as defined below) against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of or related to User's alleged or actual use of, misuse of, or failure to use VORTEX, including without limitation:
(a) claims by Users or by User's employees, as well as by User's own customers.
(b) claims that use of VORTEX violates a third party's right to privacy or any related rights, including claims related to unauthorized recording of persons, whether or not such recording violates the law.
(c) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information, including information of User Data.
(d) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to VORTEX through User's account.
(e) claims that use of the VORTEX through User's account harasses, defames, or defrauds a third party or violates the law.

For clarity, Indemnified Claims include, without limitation, claims arising out of or related to VIVOTEK's negligence. User's obligations include, without limitation, retention and payment of attorneys and payment of court costs, as well as settlement at User's expense and payment of judgments. VIVOTEK will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. (VIVOTEK's “Associates” are its officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns.)

7. WARRANTY

7.1 HARDWARE:

VORTEX Hardware warranty:

The Hardware unit without License of Software attached will adhere to VIVOTEK's standard warranty policy. Conversely, 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. To elucidate, 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 only limited to VIVOTEK SD Card. All the existing equipment and VIVOTEK SD Card may only be replaced by Reseller. Customer may return the Hardware to the original Reseller (i) for repairment if defect is found in the Hardware either within or exceed warranty period; or (ii) within 30 days from the date of activating license of the applicable Order if Customer is not satisfied about VORTEX. For more detailed information of policy and process for Hardware warranty and Return Materials Authorization (RMA). Please see https://vivotek.zendesk.com/hc/en-001/articles/10063722033433-VORTEX-Warranty-and-RMA-policies

With uninterrupted xPro license subscription

• VORTEX CAMERA: warranty period: 10 years from the date of shipment from VIVOTEK. This warranty is only applicable to VIVOTEK CAMERA purchased from VIVOTEK's authorized distributors. (Definition of "VORTEX Camera": a VIVOTEK-manufactured camera with firmware designed for seamless compatibility with the VORTEX platform.)
• Warranty period of VIVOTEK SD CARD: 10 years. from the date of shipment from VIVOTEK. This warranty is only applicable to VIVOTEK SD CARD purchased from VIVOTEK's authorized distributors.
• NVR follows VIVOTEK standard warranty policy.
• NETWORK SPEAKER follows VIVOTEK standard warranty policy.

If any given Hardware unit is unavailable, VORTEX retains the rights to replace the Hardware unit with a similar product of similar function.

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

In the event of sending the VIVOTEK SD Card for RMA, please note that all data stored on the SD Card will be permanently erased. NO DATA TRANSFER SERVICE IS PROVIDED.

Upon initiating an RMA for the entire camera, the associated data stored in the cloud of the camera can be preserved and transferred to a new device. However, please note that the data on the SD Card will not be retained. Additionally, the remaining license of the returned camera will be transferred and applied to the replacement device obtained through the RMA process.

7.2 SOFTWARE:

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

If User experiences any issues or bugs from VORTEX, VIVOTEK will offer Support which will include fixes, patches, and upgrades that generally are free of charge. In some cases of Support, User might need to grant access to a member of VIVOTEK's Support team through functionalities provided by Firmware of Hardware or the Cloud Service.

VIVOTEK does NOT warrant:
(a) that VORTEX will meet customer's needs or expectations.
(b) that VORTEX will perform without interruption or error.
(c) the defects of VORTEX will be corrected.
(d) that warranty to the extend VORTEX is provided on an evaluation basis.
(e) that VORTEX are secure from hacking or other unauthorized intrusion or that User Data will remain private or secure.

To the maximum extent permitted by applicable law and subject to the guarantee 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 Documentations.

8. LIMITATIONS OF LIABILITY

VORTEX does NOT offer advice which User should rely on. What VORTEX offers are for general information purpose only. User are suggested to back up any content and data used in connection with VORTEX in case of problems with VORTEX.

User shall contact Resellers for Support first. If the problems which User have encountered cannot be fixed by Resellers, then Resellers should notify VIVOTEK for Support. If Support for VORTEX is delayed by an unexpected incident or event, VIVOTEK will contact Reseller as soon as possible and minimize the effect of the delay in its best effort. VIVOTEK will not be liable for delays caused by any incident or event.

To the maximum extent permitted by applicable law, VIVOTEK and its suppliers shall not be liable for any damages whatsoever (including without limitation, damages for loss of business profits, business interruption, loss of business information or other pecuniary loss) arising out of the use or inability to use VORTEX, even if the remedies provided from VIVOTEK fail of their essential purpose or even if VIVOTEK has been advised of the possibility of such damages in advance. In any case VIVOTEK's entire liability under any provision of this Agreement shall be limited to the amount actually paid by User for VORTEX in the last 12 months. These limitations shall apply to the fullest extent possible.

VIVOTEK hereby claims that VIVOTEK exercises no control over any third party products, services, and websites and VIVOTEK are not responsible for or endorse their performances, and are not responsible or liable for any content, advertising, or other materials available through the third party products, services, and websites.

VIVOTEK will in no event be liable under this Agreement or the License to User 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 equitable theory, even if it has been advised for the possibility of such damages.

9. MISCELLANEOUS

9.1

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.

9.2

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. 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.

9.3

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.

9.4

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 by arbitration administered 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.

9.5

The arbitration shall take place in Singapore in the English language and the arbitral decision may be enforced in any court. The parties agree that the existence of and information relating to any such arbitration proceedings will not be disclosed by either party and will constitute confidential information.

9.6

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 or (ii) User's continued use of VORTEX.

9.7

Neither party will be liable for any failure to perform caused by circumstances beyond its reasonable control which would otherwise make such performance commercially impractical including, but not limited to, acts of God, fire, flood, acts of war, pandemics, government action, accident, labor difficulties or shortage, inability to obtain materials, equipment or transportation (each, a “Force Majeure Event”). If a Force Majeure Event lasts longer than thirty (30) days, VIVOTEK may determine, on its sole discretion, if performance under the Agreement can resume as agreed. If VIVOTEK consider not, it may terminate the applicable Order or this Agreement.

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. Subject to the exclusions set forth below, 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, customer 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 based on the actual availability of the Cloud Service in a given calendar month as set forth below. Service Credits are non-transferable.

Parties mutually agree that Service Credit is VIVOTEK's sole and exclusive liability for service unavailability and VIVOTEK shall not be liable for any losses associated with such service unavailability.

In order to qualify for a Service Credit, the customer shall submit a written request to VIVOTEK within 30 days following the Outrage. The customer is required to demonstrate, to the reasonable satisfaction of VIVOTEK, that its use of the VORTEX was adversely affected due to 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 where notice of planned unavailability has been given, via the Cloud Service, at least two business days prior to the Outage, unless in the case of emergency changes;
• Force Majeure Events;
• Actions or inactions on customer's part;
• Events arising from customer's systems or any customer websites;
• ISP or Internet Outages outside of VIVOTEK's control.

Chronic Failure & Termination

Customer may elect to terminate this Agreement in accordance with Section 3.2 of the Agreement 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

Notwithstanding any terms to the contrary in the Agreement, the Service Credits are customer's sole and exclusive remedy for any Outage or service unavailability.

VORTEX Privacy Policy - V 1.0.1

This is the Version of V 1.0.1 | Go to the Latest Version V 1.1

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 (defines 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/previous-vortex-terms-and-policies?tab=End_User_Agreement).
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 are responsible for obtaining any consent and providing privacy notice required for the collection and use of such data.

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.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 may choose where to store the audio and video data from the following four countries: the United States of America, Germany, Australia and Japan. Other User Data are stored in the United States of America by default.

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

VORTEX Analytics Terms and Conditions - V 1.0.1

This is the Version of V 1.0.1 | Go to the Latest Version V 1.1

This VORTEX Analytics Terms and Conditions (this "Terms and Conditions") are entered into by VIVOTEK Inc. and the entity executing this 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 this 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 the 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.

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, Users may choose to store these data in one of the following four countries: the United States of America, Germany, Australia and Japan. All other User Data are 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 this Terms and Conditions. User 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 agree 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 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 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 to 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 and End User Agreement, which are available at [https://www.vivotek.com/previous-vortex-terms-and-policies?tab=Privacy_Policy] and [https://www.vivotek.com/previous-vortex-terms-and-policies?tab=End_User_Agreement].