TERMS AND CONDITIONS OF SERVICE
These Terms and Conditions of Service (the “Terms”) govern the use of the services (the “Services”) of Customindz Ltd. and its affiliates (collectively, the “Company”). By using the Services, you (“Customer”) agree to be bound by these Terms and any applicable order form (“Order Form”). These Terms, together with each applicable Order Form, constitute a legally binding agreement between Customer and the Company (the “Agreement”). The Company and Customer may be referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms not otherwise defined are set forth in Exhibit A.
SECTION 1: ORDER FORMS; TERM
1.1 Order Forms
Services will be provided only pursuant to one or more Order Forms identifying the site(s) (“Site(s)”). In the event of a conflict between an Order Form and these Terms, these Terms shall control unless the Order Form expressly states that it overrides a specific section.
1.2 Term
The term of each Order Form (the “Term”) shall be as stated therein.
SECTION 2: SOFTWARE AS A SERVICE
2.1 Grant of Rights
The Company grants Customer a limited, non-exclusive, non-transferable right to access and use the software services identified in an Order Form (the “Software Services”) solely to monitor and analyze activities at the Site, subject to this Agreement. The Company will host the Software Services remotely and provide login credentials. Customer shall pay all SaaS fees and is responsible for all use under its credentials.
If specified in an Order Form, Customer may export video and related data from the Site(s), and the Parties shall reasonably cooperate to enable such transfer.
2.2 Use Restrictions
(a) Copying and Modification. Customer shall not copy or modify the Software Services except as expressly permitted and shall not remove proprietary notices.
(b) Permitted Users. Use is limited to Customer’s authorized personnel and approved third parties operating at the Site.
(c) Ownership. The Company retains all right, title, and interest in the Software Services and related intellectual property.
(d) Prohibited Conduct. Customer shall not permit any third party to:
(i) materially alter the Software Services;
(ii) reverse engineer, disassemble, or decompile;
(iii) create derivative works (all of which shall belong to the Company); or
(iv) provide service bureau or similar services.
2.3 Warranty
The Company warrants that:
(a) the Software Services do not infringe third-party rights; and
(b) the Company has authority to grant the rights herein.
THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OR ANY BUSINESS RESULT. CUSTOMER’S SOLE REMEDY IS REPAIR, REPLACEMENT, OR RE-PERFORMANCE.
2.4 Disclaimer
The Company provides an informational monitoring service only and does not provide security or response services. Customer is solely responsible for evaluating information provided and safeguarding Site equipment.
The Services rely on third-party connectivity providers and third-party equipment. The Company disclaims liability for outages caused by such parties, weather, vandalism, or events beyond reasonable control.
SECTION 3: OTHER SERVICES
3.1 Equipment
If specified in an Order Form, the Company may supply cameras and hardware (“Equipment”). Unless otherwise stated, title remains with the Company. Customer shall not move or access Equipment without written consent and shall secure it while onsite. Customer shall reimburse the Company for damage not caused by the Company. Upon termination or expiration, Customer shall return all Equipment.
3.2 Implementation and Maintenance
Implementation and Maintenance Services shall be provided only if specified in an Order Form.
3.3 Additional Services
Any additional Services shall be set forth in an Order Form.
SECTION 4: PAYMENT
4.1 Invoicing
Customer shall pay invoices in U.S. dollars within thirty (30) days.
4.2 Taxes
All fees exclude taxes. Customer shall pay all applicable taxes except those on the Company’s income.
4.3 Late Payments
Overdue undisputed amounts may accrue interest at the lesser of 1.5% per month or the maximum lawful rate, plus collection costs.
4.7 Suspension
The Company may suspend Services after notice for non-payment or to comply with law.
SECTION 5: GENERAL TERMS
Includes Confidentiality, Indemnification, Limitation of Liability, Internet Disclaimer, Termination, Data Rights, Assignment, Severability, Notices, Waiver, Force Majeure, Updates, Independent Contractors, Non-Solicitation, Publicity, Counterparts, and Entire Agreement — as drafted in the underlying Agreement.
5.8 Governing Law and Venue
This Agreement is governed by and will be construed in accordance with the laws of Hong Kong, excluding its conflict-of-laws principles. Each Party agrees that exclusive venue for all actions relating to this Agreement shall lie in the courts of Hong Kong.
SECTION 6: BETA RELEASES
Beta Releases are provided “AS IS” without warranties, support, SLAs, or indemnities. Use is at Customer’s sole risk. Feedback becomes Company property. The Company may discontinue Beta Releases at any time.
SECTION 7: ACCEPTABLE USE; CUSTOMER RESPONSIBILITIES
Customer shall not:
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violate privacy or surveillance laws
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capture video without required notices or consent
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infringe third-party rights
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disrupt networks
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attempt unauthorized access
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upload malware
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misuse credentials
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use the Services unlawfully
Customer is responsible for all Permitted Users.
SECTION 8: PRIVACY; DATA PROTECTION
Use of the Services is subject to the Company’s Privacy Policy.
Each Party shall comply with applicable data-protection laws.
Where required, the Parties shall execute a data-processing addendum.
SECTION 9: CUSTOMER COMPLIANCE WITH LAWS
Customer is responsible for workplace-monitoring compliance, signage, consent, permits, and regulatory approvals.
SECTION 10: EXPORT CONTROLS
Customer shall comply with export and sanctions laws and represents it is not a restricted party.