Terms of Sale - End User Agreement

Last Updated on March 15, 2021

This End User Agreement (“Agreement“) governs the use of Anviz’s enterprise video surveillance platform for video security (“Software“) and related hardware (“Hardware“) (collectively, the “Products“), and is entered into between Anviz, Inc. (“Anviz“) and Customer, the customer and/or end user of Anviz’s Products (“Customer“, or “User”), either in connection with a purchase of the Products or use of the Products for evaluation purposes as part of a free trial.

By accepting this Agreement, whether by clicking a box indicating its acceptance, navigating through a login page where a link to this Agreement is provided, commencing a free trial of the Products, or executing a Purchase Order that references this Agreement, Customer agrees to the terms of this Agreement. If Customer and Anviz have executed a written agreement governing Customer’s access to and use of the Products, then the terms of such signed agreement will govern and will supersede this Agreement.

This Agreement is effective as of the earlier of the date that Customer accepts the terms of this Agreement as indicated above or first accesses or uses any of the Products (the “Effective Date“). Anviz 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) Customer’s continued use of the Products.

Anviz and Customer hereby agree as follows.

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.

“Customer Data“ means data (e.g., video and audio recordings) provided by Customer via the Software, and data related to privacy police at www.aniz.com/privacy-policy. “Documentation“ means the online documentation regarding the Hardware, available at www.anviz.com/products/

“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 Purchase Order.

“Partner“ means a third-party authorized by Anviz to resell the Products, from whom Customer has entered into a Purchase Order for such Products.

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

“Purchase Order“ means each order document submitted to Anviz by Customer (or a Partner), and accepted by Anviz, indicating Customer’s (or Partner’s) firm commitment to purchase the Products and for the prices listed thereon.

“Support“ means the technical support services and resources available at www.Anviz.com/support.

“Users“ means employees of Customer, or other third parties, each of whom are authorized by Customer to use the Products.

2. LICENSE AND RESTRICTIONS

3. HARDWARE WARRANTIES; RETURNS

4. Anviz OBLIGATIONS

5. CUSTOMER OBLIGATIONS

6. TERM AND TERMINATION

7. FEES AND SHIPPING

8. CONFIDENTIALITY

9. DATA PROTECTION

10. OWNERSHIP

11. INDEMNIFICATION

Customer will indemnify, defend, and hold harmless Anviz, its affiliates, and their respective owners, directors, members, officers, and employees (together, the “Anviz Indemnitees“) from and against any Claim related to (a) Customer’s or a User’s engaging in a Prohibited Use, (b) Customer’s breach of its obligations in Section 5.1, and (c) any and all acts or omissions of its Users. Customer will pay any settlement of and any damages finally awarded against any Anviz Indemnitee by a court of competent jurisdiction as a result of any such Claim so long as Anviz (i) gives Customer prompt written notice of the Claim, (ii) gives Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle any Claim without Anviz’s prior written consent which will not be unreasonably withheld), and (iii) provides to Customer all reasonable assistance, at Customer’s request and expense.

12. LIMITATIONS OF LIABILITY

13. Dispute Resolutions

This Agreement is governed by the laws of California without reference to conflicts of law rules. For any dispute relating to this Agreement, the Parties agree to the following:

Alternative Dispute Resolution

For all Disputes, Customer must first give Anviz an opportunity to resolve the Dispute by mailing written notification of Customer’s dispute to Anviz. That written notification must include (1) Customer’s name, (2) Customer’s address, (3) a written description of Customer’s claim, and (4) a description of the specific relief Customer seek. If Anviz does not resolve the Dispute within 60 days after it receives Customer’s written notification, Customer may pursue Customer’s Dispute in mediation arbitration. If those alternative dispute resolutions fail to resolve the Dispute, Customer may then pursue Customer’s Dispute in a court only under the circumstances described below.

Binding Mediation

For all Disputes, Customer agrees that Disputes may be submitted to a mediation with Anviz before JAMS with mutually agreed and selected single Mediator before Arbitration or any other legal or administrative proceedings.

Arbitration Procedures

Customer agrees that JAMS will arbitrate all Disputes, and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration and shall in no event be commenced as a class arbitration. All issues shall be for the arbitrator to decide, including the scope of this provision.

For arbitration before JAMS, the JAMS Comprehensive Arbitration Rules & Procedures will apply. The JAMS rules are available at www.jamsadr.com. Under no circumstances will class action procedures or rules apply to the arbitration.

Because the Services and these Terms concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all Disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit.

The arbitrator may award relief that would be available pursuant to applicable law and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party. Such award will be final and binding on the parties, except for any right of appeal provided by the FAA, and may be entered in any court having jurisdiction over the parties.

Customer or Anviz may initiate arbitration in County of San Francisco, California. In the event that Customer select the federal judicial district that includes Customer’s billing, home or business address, the Dispute may be transferred to the County of San Francisco California for Arbitration.

Class Action Waiver

Except as otherwise agreed in writing, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a class or representative proceeding or claims such as a class action, consolidated action, or private attorney general action.

Neither Customer, nor any other user of the Site or Services can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding before any state or federal courts. Customer specifically agree that Customer waive Customer’s right for any and all Class Action proceedings against Anviz.

Jury Waiver

Customer understands and agrees that by entering into this Agreement Customer and Anviz are each waiving the right to a jury trial but agree to a trial before a judge as a bench trail.

14. MISCELLANEOUS

This Agreement is the entire agreement between Customer and Anviz and supersedes all prior agreements and understandings concerning the subject matter hereof and may not be amended or modified except by a writing signed by authorized personnel by both parties.

Customer and Anviz are independent contractors, and this Agreement will not establish any relationship of partnership, joint venture, or agency between Customer and Anviz. Failure to exercise any right under this Agreement will not constitute a waiver. There are no third-party beneficiaries to this Agreement.

If any provision of this Agreement is found unenforceable, the Agreement will be construed as if such provision had not been included. Neither party may assign this Agreement without the prior, written consent of the other party, except that either party may assign this Agreement without such consent in connection with an acquisition of the assigning party or a sale of all or substantially all of its assets.

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