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Hanwha Vision Cloud Terms of Service
Terms of Service

Last Updated: July 3, 2024.

Please read ‎Part IX Section 9 of these Hanwha Vision Cloud Terms of Service (these “Terms”) carefully as they contain a mandatory binding arbitration provision and class action waiver that govern any disputes between you and Hanwha Vision America, Inc. (“HVA”). If you do not agree to these Terms, including the mandatory binding arbitration provision or class action waiver, please do not use any HVA Cloud Products (as defined below).

  1. Introduction

    1. What is Covered by These Terms

      These Terms govern HVA’s provision of, and your use of and access to, HVA’s cloud products, including HVA cloud products for which you have purchased a subscription directly or indirectly from HVA (“HVA Cloud Subscriptions”), the portal from which you access the HVA cloud products and related services (“HVA Cloud Portal”) and software that may be downloaded to your smartphone or tablet to access the HVA cloud products (together, the “HVA Cloud Products”), except in cases where HVA expressly states that separate terms (and not these Terms) apply. HVA Cloud Products include any HVA cloud products and related services for which you receive a free trial unless otherwise stated in the relevant free trial offer by HVA, and any HVA mobile applications for HVA cloud products.

      Please read these Terms carefully. These Terms are a binding legal agreement between you and HVA. Before you purchase any HVA Cloud Subscription or use or access any HVA Cloud Product, you must read and accept all of the terms and conditions in, and linked to within, these Terms.

      These Terms are subject to change as described in ‎Part IX, Section ‎5 (Agreement and Amendment) below.

    2. What is Not Covered by These Terms

      These Terms do not apply to hardware, devices or equipment (“Hardware”), including hardware which interacts with any HVA Cloud Products or from which you access any HVA Cloud Products, any software installed on any Hardware, or any other products or services which are not HVA Cloud Products. Such items will be subject to separate terms agreed upon by you with HVA or the relevant third party.

    3. Who is Bound by these Terms

      These Terms bind HVA and you. The term “you” as used in these Terms means the entity on behalf of which these Terms are accepted, or if that does not apply, the individual accepting these Terms. The individual accepting these Terms agrees and represents that: (a) they have full legal authority to bind their employer or such entity to these Terms, and (b) they agree to these Terms on behalf of their employer or such entity. “You” includes: (a) resellers, dealers, partners and system integrators who are using the HVA Cloud Products in their capacity as service providers for their customers (“HVA Dealers”), and (b) customers of HVA Dealers or other individuals or entities who are using or accessing the HVA Cloud Products and who are not HVA Dealers (“End Customers”).

      As a HVA Dealer, you will also be bound by other agreements entered into with HVA with respect to your reselling of HVA Cloud Subscriptions to End Customers and the purchase of HVA Cloud Subscriptions through the HVA SalesHub. These Terms are intended to supplement such agreements and will not be construed to modify such agreements.

    4. Privacy Policy & Website Policies and Terms

      HVA may collect information from you or about or related to your use of the HVA Cloud Products. A description of HVA’s practices related to personal information and other data that HVA collects is found in HVA’s Privacy Policy (as it may be updated from time to time, the “Privacy Policy”).

      Your access and use of the HVA Cloud Products will also be governed by the policies and terms found on the HVA Cloud Products (such as the HVA Cloud Portal and other HVA Cloud Products) which HVA may update from time to time. Please read such policies and terms carefully before accessing or using the relevant HVA Cloud Product.

    5. Age Requirement

      You shall ensure that any person using or accessing the HVA Cloud Products is at least the age of 18 or the age of legal majority where they reside if such age is higher than 18. Any use or access to the HVA Cloud Products by individuals under the age of legal majority of where such individuals reside is a violation of these Terms.

  2. HVA Cloud Products

    1. Right to Use. Subject to your compliance with these Terms: (a) if you are an End Customer, you will have the limited right to access and use the HVA Cloud Products in conjunction with Hardware that you own or control, solely for personal and non-commercial purposes, or (b) in you are a HVA Dealer, you will have the limited right to access and use the HVA Cloud Products solely in your capacity as system integrator or service provider for your End Customers (and not for your own personal use or for the purpose of providing services to customers who are not an End Customer), and in both cases, only for so long as the relevant End Customer has an active HVA Cloud Subscription to the relevant HVA Cloud Products.

    2. No other Rights. The HVA Cloud Products are made available to you as a service for use only under these Terms, and are not sold to you. Except as expressly set forth in the foregoing Section 1, no right or license is granted to you under these Terms, whether by implication, waiver or estoppel. HVA, and its licensors as applicable, reserve all rights and licenses not expressly granted to you in these Terms, including all right, title and interest in and to the HVA Cloud Products, any all modifications, improvements and derivative works thereof, and intellectual property rights with respect thereto.

    3. Compatibility. HVA does not guarantee that the HVA Cloud Products will work with all Hardware. For more information on compatibility, please visit HVA’s website (specific information currently located here).

    4. Usage Restrictions. In connection with your access to and use of the HVA Cloud Products, you will not, will not attempt to, and will not permit or cause any other person to, do any of the following:

      1. use the HVA Cloud Products with any Hardware that is not properly installed and in good operating condition;

      2. violate any applicable laws or regulations, including any export laws or regulations;

      3. use the HVA Cloud Products beyond the rights granted to you for the HVA Cloud Subscription, such as using a HVA Cloud Subscription for channels or devices not covered by your HVA Cloud Subscription;

      4. gain unauthorized access to any portion of the HVA Cloud Products or to any related computer systems or networks;

      5. violate, infringe or misappropriate the rights of any person, including their intellectual property, privacy, publicity or other proprietary or contractual rights;

      6. interfere with, disrupt, damage, violate the security or integrity of, or place an unreasonable load on any part of the HVA Cloud Products, infrastructure or systems of HVA or its affiliates or their service providers, or any network, computer or communications system, software application or network or computing device, including through the use of viruses, bots, Trojan horses, harmful code, ping floods, denial-of-service attacks, packet or IP spoofing, forged routing or email address information, circumvention or modification of any access keys or other security mechanism employed by HVA or the HVA Cloud Products, or similar methods or technology;

      7. use scripts, bots, spiders or other automated mechanisms to collect information or otherwise interact with the HVA Cloud Products without HVA’s prior written consent;

      8. use or interact with the HVA Cloud Products in a manner that is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene or otherwise objectionable, or in a manner that would damage, disparage or negatively affect HVA or HVA’s licensors, licensees, HVA Dealers or distributors;

      9. copy, reproduce, rent, lease, sell, transfer, assign, sublicense, modify, publish, disclose, distribute, display or prepare derivative works of the HVA Cloud Products;

      10. except to the extent permitted by applicable law, reverse engineer, disassemble or decompile the HVA Cloud Products, including any corresponding source code;

      11. use the HVA Cloud Products to design, build, market or sell any similar or substitute product or service; or

      12. create a HVA Cloud Product account or use the HVA Cloud Products if your account has previously been terminated by HVA.

    5. Your HVA Cloud Product Account

      1. HVA Cloud Product Accounts. To use and access the HVA Cloud Products, in addition to purchasing a subscription to the HVA Cloud Products, you must register for a user account and provide certain information about yourself, including your name and valid e-mail address, as prompted by the registration form. You represent and agree that (a) any information you provide as part of the registration process is truthful, accurate, complete and not misleading; and (b) you will maintain the accuracy of such information. HVA may refuse your registration for any reason or no reason at any time.

      2. HVA Cloud Product Account Security

        1. Your employees or other individuals authorized by you to use the HVA Cloud Products on your behalf through your HVA Cloud Product account (“Authorized Users”) will need to register for an HVA Cloud account before accessing any HVA Cloud Products to which you have subscribed. Each Authorized User will be required to select a unique HVA Cloud account username and password. You will be solely responsible for controlling and managing which Authorized Users have access to certain HVA Cloud Product account permissions, including certain administrative permissions, and ensuring that your Authorized Users maintain the confidentiality of their account username and password, including ensuring that no HVA Cloud Product usernames or passwords are shared within your organization or to third parties. HVA is not responsible for any internal management or administration of the HVA Cloud Products for you. HVA will have no liability for any authorized or unauthorized access to or use of any HVA Cloud Product accounts or HVA Cloud Product account credentials.

        2. In the event you learn of any unauthorized access to or use of your HVA Cloud Product accounts or any other breach of security, you will notify HVA immediately by contacting HVA’s S-CERT department at secure.cctv@hanwha.com, and you will provide such assistance to HVA as may be requested by HVA in the investigation of any unauthorized use and any enforcement proceedings in connection therewith. Failure to do so will constitute a breach of these Terms, which may result in immediate suspension or termination of your HVA Cloud Product account.

    6. Our Right to Change or Discontinue HVA Cloud Products

      1. Modifications or Discontinuance. HVA may, from time to time, in its discretion and without liability, modify, change, suspend, restrict, discontinue or terminate any HVA Cloud Products, including any HVA Cloud Subscriptions, or any part thereof, and the availability of any features and functionalities, and by charging new or increased fees for any HVA Cloud Subscriptions or features made available in the HVA Cloud Products. However, if you have a pre-existing HVA Cloud Subscription, any such new or increased fees with respect to such HVA Cloud Subscription will only take effect for you upon the end of such HVA Cloud Subscription. In addition, the End Customer Warranty in ‎Part V will still apply.

      2. Updates. The HVA Cloud Products may automatically download and install certain software updates, and you hereby consent to such downloading and installing without any further notice from HVA. If a HVA Cloud Product gives you the option to install a software update (such as to patch a vulnerability or fix a bug), you will promptly implement and install such update as soon as such update is made available to you.

    7. Dealer Services. In the event any HVA Dealer or other third party provides any services or products to you, including services and products which are an add-on to any HVA Cloud Products or other HVA products, such as additional maintenance or warranty services (“Dealer Services”), HVA Dealer shall be solely responsible and liable for the provision of the Dealer Services. No HVA Cloud Products shall be construed as including the Dealer Services. End Customers shall make all claims, demands and requests with respect to the Dealer Services to the relevant HVA Dealer, not HVA.

    8. Third-Party Products. HVA is not liable for any issues, including compatibility issues, arising from third-party Hardware, software or services you use in conjunction with HVA Cloud Products. It is your sole responsibility to verify and test that your Hardware or other third-party software or services that you intend to use with the HVA Cloud Products are suitable and compatible with the HVA Cloud Products before purchasing the relevant HVA Cloud Subscriptions. You are solely responsible for, and HVA shall not be responsible for, your sharing of data to any third parties whose hardware, software or services are being used by you in conjunction with the HVA Cloud Products.

  3. HVA Cloud Subscriptions

    1. HVA Cloud Subscription. The specific benefits, conditions, limitations and additional terms applicable to each HVA Cloud Subscription will be made available to HVA Dealers (“HVA Cloud Subscription Terms”). It is your responsibility to review the HVA Cloud Subscription Terms. You shall ensure that your use of the HVA Cloud Products comply with such HVA Cloud Subscription Terms, in addition to these Terms.

    2. Payment for Subscriptions. Unless otherwise approved by HVA, End Customers may purchase HVA Cloud Subscriptions from HVA Dealers, and HVA Dealers may purchase HVA Cloud Subscriptions for their End Customers through HVA’s authorized distributors or through HVA SalesHub. Except through HVA SalesHub with respect to purchases made by HVA Dealers, HVA does not collect payment directly from you

    3. No Automatic Renewal. HVA Cloud Subscriptions do not currently renew automatically. If you do not renew your subscription (through a HVA Dealer if you are an End Customer), your subscription will automatically terminate and your right to use the relevant HVA Cloud Product will end without HVA incurring any liability.

  4. Customer Content

    1. Customer Content

      1. License to Customer Content. In the course of you and your Authorized Users using the HVA Cloud Products, certain information, content or data, including any video, images, texts, metadata, classifications and other types of content and input is transmitted to HVA, including those captured by the Hardware to which the HVA Cloud Products are integrated, those input by you or your Authorized Users into a HVA Cloud Product and data relating to your usage of the HVA Cloud Products (together, “Customer Content”). As between you and HVA, you are solely responsible and liable for all Customer Content that you provide. By accessing or using the HVA Cloud Products, you hereby grant and agree to grant to HVA a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, freely sublicensable and freely transferable right and license to use, including to process, modify, reproduce, distribute, prepare derivative works of, reformat, translate, display and perform, Customer Content (including all related intellectual property rights and other proprietary rights), for any purpose without any further obligation to you, including to improve and develop the HVA Cloud Products and other products and services. Notwithstanding the foregoing, the Privacy Policy will apply to our use and processing of your personal information or personal data, and we will not disclose, distribute, publish or perform any Customer Content that identifies you or any individual unless otherwise provided in a separate agreement between you and HVA or as set forth in the Privacy Policy.

      2. Customer Content Storage. Unless you have purchased a HVA Cloud Subscription providing storage for your Customer Content, (a) HVA has no obligation to store or preserve any of your Customer Content; (b) HVA may remove and delete any of your Customer Content from the HVA Cloud Products at any time, for any or no reason; and (c) HVA is not responsible for any storage or loss of your Customer Content. If you have purchased a HVA Cloud Subscription providing Customer Content storage: (1) you are still solely responsible for backing up any Customer Content stored by HVA to another location outside the applicable product or service to avoid loss of your Customer Content, (2) our obligation to store your Customer Content for the particular HVA Cloud Product will be limited to the storage duration and other limitations corresponding to the relevant HVA Cloud Subscription you have purchased. In addition, we are not liable for any loss, and (3) OUR LIABILITY FOR ANY LOSS, CORRUPTION, DAMAGE OR MISPROCESSING OF YOUR CUSTOMER CONTENT IS LIMITED UNDER ‎Part VIII.

      3. If you are an End Customer. If you are an End Customer, you acknowledge and agree that: (a) your HVA Dealer may have access to certain Customer Content via the HVA Cloud Products, such as certain Customer Content to help your HVA Dealer monitor your facilities on your behalf, and HVA has no control over the acts or omissions of HVA Dealers in connection with your Customer Content or use of the HVA Cloud Products in connection with providing services to you, (b) you are responsible for performing due diligence and understanding what Customer Content your HVA Dealer may have access to through the HVA Cloud Products, (c) you are responsible for entering into appropriate agreements with your HVA Dealer governing the HVA Dealer’s use and processing of your Customer Content, (d) if you desire to terminate or modify a HVA Dealer’s access to your Customer Content through the HVA Cloud Products, if the features or functionalities of the HVA Cloud Product enable you to terminate or modify such access, you are responsible for terminating or modifying such access through the HVA Cloud Product, and in all other cases, it is your responsibility to terminate or modify such access by communicating your request to your HVA Dealer or otherwise exercising your rights under your separate agreement with your HVA Dealer or under law. If, notwithstanding the foregoing, you cannot terminate or modify the HVA Dealer’s access to your Customer Content, you may request HVA’s assistance and HVA will use commercially reasonable efforts to provide such assistance (such as if commercially feasible, to terminate the HVA Dealer’s access to your HVA Cloud Product account), provided that HVA shall have no liability in connection with the provision of such assistance, and (d) from time to time, HVA may receive from your HVA Dealer certain data relating to you and your purchase of HVA Cloud Subscriptions and use of the HVA Cloud Products. You acknowledge and agree that HVA may use this data to provide certain reporting and similar functionality to your HVA Dealer to help them to manage their services to you.

      4. If you are a HVA Dealer. If you are a HVA Dealer, you shall comply with all obligations, representations and warranties in your agreements with your End Customers, including in relation to your access to and processing of Customer Content accessed by you through your use and access of the HVA Cloud Products.

  5. Limited End Customer Warranty

    1. Limited HVA Warranties. If you are an End Customer, HVA provides the following warranty limited warranties (together, the “End Customer Warranty”): (a) HVA will use commercially reasonable efforts to make the HVA Cloud Products operate in substantial conformity with the applicable HVA published and standard HVA Cloud Product specifications set forth at https://support.hanwhavisionamerica.com/hc/en-us/sections/25185741382427-Cloud during your applicable HVA Cloud Subscription term, and (b) HVA will not materially decrease the functionality or overall security of the HVA Cloud Products during the applicable subscription term. If you are a HVA Dealer, the End Customer Warranty is not provided to you, but you may exercise an End Customer’s remedy on the End Customer’s behalf (to the extent you have the End Customer’s authority) pursuant to Section 2 below.

    2. End Customer Exclusive Remedies. For any breach of the End Customer Warranty, as HVA’s sole and exclusive obligation and liability and End Customer’s sole and exclusive remedy, HVA will, at no additional cost to You and subject to this ‎Part V, provide commercially reasonable remedial services to enable the relevant HVA Cloud Product to conform to the warranty and if such services are not in HVA’s opinion commercially feasible, HVA will inform you (or your HVA Dealer) and you (including through your HVA Dealer) may terminate the affected HVA Cloud Subscription, and HVA will issue a refund of any prepaid fees received by HVA for the relevant HVA Cloud Software. HVA may provide such refund to the relevant End Customer’s HVA Dealer (in which case End Customer’s recourse for the refund shall solely be against the relevant HVA Dealer) or the HVA Dealer’s authorized distributor (if applicable) (in which case End Customer’s recourse for the refund shall solely be against the relevant HVA Dealer and HVA Dealer’s recourse for the refund shall solely be against the authorized distributor). You will provide HVA with a reasonable opportunity to remedy any breach of the End Customer Warranty and reasonable assistance in remedying any defects or failures.

    3. Exclusions. End Customers are not entitled to the remedies set forth in Section 3 above, if: (a) End Customer is in breach of this Agreement; or (b) breach of the warranty is due to (i) End Customer’s or HVA Dealer’s or their Authorized Users’ use of the HVA Cloud Product in a manner not authorized under these Terms; (ii) force majeure events or other factors outside of HVA’s reasonable control, including internet access or related problems; (iii) Hardware or other End Customer or HVA Dealer equipment, software, network connections or other infrastructure; (iv) Customer Content; (v) third party products or services, including Dealer Services; (vi) End Customer’s failure to properly install the most recent release or update of the relevant HVA Cloud Product; or (vii) incorrect installation of the HVA Cloud Products or relevant Hardware. The End Customer Warranty does not apply to sandbox instances or free, trial or beta (or similar) versions of the HVA Cloud Products (or similar concepts).

    4. Procedure. If you, as an End Customer, seek to exercise your rights and remedies under Section 2 above, you will promptly notify your HVA Dealer and HVA Dealer will promptly notify HVA and provide HVA with evidence of the End Customer’s request and all other information reasonably necessary for HVA to address the request.

  6. Disclaimers; Additional Notices

    1. Disclaimers

      1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR THE END CUSTOMER WARRANTY, THE HVA CLOUD PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND HVA HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ERROR-FREE OPERATION, ACCURACY, AVAILABILITY, TIMELINESS, COMPLETENESS, USEFULNESS, LEGALITY, RELIABILITY AND QUIET ENJOYMENT, AND ANY WARRANTIES THAT MAY ARISE FROM A COURSE OF DEALING, USAGE, TRADE USAGE, TRADE PRACTICE OR COURSE OF PERFORMANCE.

      2. WITHOUT LIMITING THE END CUSTOMER WARRANTY, HVA DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT (a) THE OPERATION OF THE HVA CLOUD PRODUCTS IS OR WILL BE UNINTERRUPTED OR ERROR-FREE OR COMPATIBLE WITH ANY OTHER HARDWARE OR OTHER ITEMS USED BY YOU; (b) ANY DEFECT CAN OR WILL BE CORRECTED OR THAT THE HVA CLOUD PRODUCTS WILL BE AVAILABLE OR USABLE; OR (c) THE FUNCTIONS CONTAINED IN OR TO BE PROVIDED BY THE HVA CLOUD PRODUCTS WILL MEET YOUR REQUIREMENTS OR THE REQUIREMENTS OF ANY STATE OR FEDERAL LAW OR BUILDING CODE, INSURANCE REQUIREMENTS, OR SIMILAR REGULATIONS. EXCEPT FOR THE END CUSTOMER WARRANTY, HVA DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE COMPATIBILITY OF THE HVA CLOUD PRODUCTS WITH ANY THIRD-PARTY SUPPLIER’S DEVICE OR SERVICE AND EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES REGARDING THE COMPATIBILITY, INTERFACE OR INTEROPERABILITY OF THE HVA PRODUCTS WITH ANY SUCH THIRD-PARTY SUPPLIER’S DEVICE OR SERVICE.

      3. YOU WILL NOT RELY ON HVA’S DELIVERY OF ANY FUTURE FUNCTIONALITY OR FEATURES OR ADDITIONAL SERVICES, OR ON ANY OF OUR ORAL OR WRITTEN PUBLIC COMMENTS OR ADVERTISING, IN CONNECTION WITH THE HVA CLOUD PRODUCTS.

      4. HVA WILL HAVE NO LIABILITY IN CONNECTION WITH ANY ACT ANY THIRD PARTY MAY MAKE, INCLUDING THEIR IMPOSITION OF ANY SANCTIONS OR PENALTIES ON YOU OR THEIR SUSPENSION OR TERMINATION OF YOUR ACCESS TO THEIR SERVICES, IN CONNECTION WITH YOUR ACCESS TO OR USE OF ANY OF THE HVA CLOUD PRODUCTS.

    2. Additional Disclaimers. In addition, you acknowledge and agree to the following:

      1. Outputs and Detection Functionality May Not be Accurate. Some HVA Cloud Products will generate outputs to you based on the technologies deployed by the HVA Cloud Products and some of your Customer Content, or include certain detection or recognition functionality (such as custom object detection, vehicle detection, motion detection and speed detection). While HVA is constantly seeking to improve the accuracy, reliability and completeness of these outputs and detection functionalities, including through the training of HVA’s AI models with your Customer Content for certain HVA Cloud Products, the outputs and detection or recognition functionalities may not always be accurate, reliable or complete. Use of any outputs and detection or recognition functionalities is at your sole risk.

      2. Not Admissible in Court. No HVA Cloud Product is intended or permitted to be used as admissible evidence in court or any litigation, arbitration or dispute.

      3. Not Critical, Emergency, Health or Safety Systems. The HVA Cloud Products may not, and HVA makes no warranty or representation that use of HVA Cloud the Products, will increase any level of safety. The HVA Cloud Products are NOT a security or emergency notification or alert systems or systems related to health or safety, and the HVA Cloud Products are not intended to function or be used as such. No guarantees are given that you will receive emergency notifications in any given timeframe or at all through the HVA Cloud Products. HVA does not provide central station or other monitoring of the HVA Cloud Products or any items connected to the HVA Cloud Products; such monitoring is solely your responsibility. Neither HVA nor the HVA Cloud Products will dispatch emergency authorities to your premises in the event of an emergency. All life-threatening, safety and emergency events should be directed to the appropriate response services. The HVA Cloud Products do not provide fire, heat, smoke, carbon monoxide, burglar or other alarm capabilities. Even if HVA Cloud Products include any ability to provide fire, heat, smoke, carbon monoxide, burglar or other alarm capabilities, no HVA Cloud Product should be used as a substitute for appropriate safety detectors or equipment or other items required by applicable laws, your insurance requirements or building codes.

      4. Risks Inherent in the Internet. Because the HVA Cloud Products are connected to the internet, the availability of the HVA Cloud Products cannot be guaranteed, and the HVA Cloud Products may not be available when your electric power, internet, wireless or mobile connections are not working properly. HVA will have no responsibility or liability for interruptions of electric power or internet, wireless or mobile connectivity, whether localized to you or HVA or applicable to the HVA Cloud Products as a whole. You are solely responsible for providing electric power and internet, wireless and mobile connectivity needed to operate the HVA Cloud Products. The HVA Cloud Products may also be subject to inherent risks common to the internet, such as hackers, viruses and other harmful code and bad actors. HVA will have no responsibility or liability for wrongful acts or conduct of any third party committed through use of the internet that may affect you or the HVA Cloud Products. No data transmitted over the HVA networks, the internet or through wireless means, is or can be guaranteed to be secure. HVA does not guarantee that data submitted or transmitted to HVA will be free from unauthorized disclosure, access, misappropriation or intrusion. HVA will have no responsibility or obligation to investigate, remediate or remedy any unauthorized access to or use of your HVA Cloud account or Customer Content, except as set forth in the Privacy Policy.

  7. When These Terms End

    1. Duration of these Terms. These Terms will remain in full force and effect so long as you continue to access or use the HVA Cloud Products or have an active HVA Cloud Subscription, or until terminated in accordance these Terms.

    2. Termination of other Dealer Terms. If you are a HVA Dealer, these Terms will automatically terminate if any separate agreement between you and HVA, including Partner Agreement and/or Addendum to Partner Agreement, has been terminated or have expired unless otherwise agreed by HVA Dealer and HVA.

    3. HVA Termination; Suspension and Modification Rights. HVA may, upon written notice to HVA Dealer or End Customer (as applicable) terminate these Terms or any HVA Cloud Subscription term, or terminate, modify or suspend your access to any HVA Cloud Products if you: (a) fail to cure a material breach of these Terms (including a failure to pay fees to HVA) within 30 days after notice, (b) have otherwise misused any HVA Cloud Product or your HVA Cloud account, (c) have caused or HVA reasonably suspects you have caused any health or safety concerns, (d) cease operation without a successor, or (e) seek protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if such a proceeding is instituted against you and not dismissed within 60 days.

    4. Your Termination Rights. Your termination rights with respect to the HVA Cloud Subscriptions are set forth in ‎Part V.

    5. Effects of Termination.

      1. Termination of Dealer Relationship. Termination of these Terms or termination, modification or suspension of a HVA Dealer’s access to any HVA Cloud Products may result in termination of these Terms and termination, modification or suspension of the HVA Dealer’s End Customer’s access to the relevant HVA Cloud Products if determined by HVA in its sole discretion, and HVA shall have no liability to the End Customers or HVA Dealer for any loss, damage, cost, expense or claim resulting therefrom. Following HVA Dealer’s receipt of any termination, suspension or modification notice by HVA under this ‎Part VII, HVA Dealer will refer the affected End Customers to HVA and fully cooperate with HVA in connection with any orderly termination or transition of End Customer’s use of the affected HVA Cloud Products.

      2. Termination of End Customer Relationship. Termination of these Terms or termination, modification or suspension of an End Customer’s access to any HVA Cloud Products shall automatically result in termination of these Terms with HVA Dealer as they relate to such End Customer (but these Terms will survive between HVA Dealer and HVA with respect to other End Customers) and will result in termination, modification or suspension of HVA Dealer’s access to the corresponding HVA Cloud Products for the relevant End Customer and HVA shall have no liability for any loss, damage, cost, expenses or claim resulting therefrom.

      3. No Liability. Without limiting Part VIII, Section 3 (Limitations of Liability), HVA will have no liability to HVA Dealer or End Customer of any type arising from termination of these Terms or termination, suspension or modification of HVA Dealer’s or End Customer’s access to the HVA Cloud Products in accordance with its terms.

      4. Other Effects. Upon termination of these Terms: (a) any rights or authorizations granted to you under the Terms, including your right to and access the HVA Cloud Products, will terminate, and you will immediately cease all access to and use of the HVA Cloud Products and your related HVA Cloud account, except where a HVA Dealer’s access to a HVA Cloud Product has terminated but HVA has determined that the HVA Dealer’s End Customer’s access to the HVA Cloud Product will continue, then the relevant End Customer’s HVA Cloud Subscription will continue until its expiration or termination; and (b) the following provisions of these Terms will survive: ‎Part IV (Customer Content); ‎Part V Section 1 (Limited HVA Warranties); ‎Part VI (Disclaimers; Additional Notices); ‎Part VII Section 5 (Effects of Termination); ‎Part VIII (Indemnity and Release; Limitation of Liability); and ‎Part IX (General Terms).

  8. Indemnity and Release; Limitation of Liability

    1. Your Indemnity. To the fullest extent permitted by applicable law, you agree that you will, at your sole cost, indemnify, defend (at HVA’s option) and hold HVA and its affiliates, and each of their respective distributors, dealers, resellers, providers, suppliers, licensors, officers, directors, employees, agents, independent contractors and representatives (collectively, the “Indemnified Parties”) harmless from and against:

      1. any and all claims, actions, investigations, demands, requests, lawsuits or other legal actions brought by or arising from any third party against any or all of the Indemnified Parties arising from or in connection with (i) your or your Authorized Users’ access to or use (or the inability to access or use) the HVA Cloud Products or any portion thereof, (ii) your or your Authorized Users’ breach of or other failure to strictly comply with these Terms, (iii) your or your Authorized Users’ violation of any law or rights of third parties ((i), (ii) and (iii), collectively “Claims”); and

      2. losses, fines, settlements, fees, costs, damages and expenses (including attorneys’ fees and costs and expenses of investigation) incurred by, assessed or found against any of the Indemnified Parties from or in connection with any Claims (collectively “Losses”),

        except to the extent such Claims or Losses arise directly from HVA’s breach of these Terms, HVA’s non-compliance with laws, events which require HVA to indemnify you under Section 2 (HVA’s Indemnity) below or HVA’s gross negligence or willful misconduct.

      3. Procedure. HVA reserves the right, at your expense unless otherwise agreed by the parties, to assume the exclusive defense and control of any matter subject to indemnification by you (including the settlement thereof). You shall cooperate as fully as reasonably required in the defense of any such Claims. In the event HVA requests that you assume control of the defense of the relevant Claim, HVA will give you: (a) sufficient notice of the Claim so as to not prejudice your defense of the Claim, (b) the exclusive right to control and direct the investigation, defense and settlement of the Claim, and (c) all reasonably requested cooperation, at your expense for reasonable out-of-pocket expenses, and HVA may participate in the defense of the Claim with HVA’s own counsel at HVA’s own expense.

      4. Settlements. No party may not settle a Claim under this Section 1 (Your Indemnity) without the other party’s prior written consent if the settlement would require the other party to admit fault or take or refrain from taking any action (other than relating to your use of or your access to the HVA Cloud Products).

    2. HVA’s Indemnity.

      1. IP Indemnification. HVA will: (a) defend you from and against any third-party claim to the extent alleging that any HVA Cloud Product, when used by you as authorized by these Terms, infringes any intellectual property right of a third party (an “Infringement Claim”); and (b) indemnify and hold you harmless against any Losses resulting from an Infringement Claim.

      2. Procedures. HVA’s obligations in ‎Part VIII Section 2(A) (IP Indemnification) are subject to you providing: (a) sufficient notice of the Infringement Claim so as to not prejudice HVA’s defense of the Infringement Claim, (b) the exclusive right to control and direct the investigation, defense and settlement of the Infringement Claim, and (c) all reasonably requested cooperation, at HVA’s expense for reasonable out-of-pocket expenses. You may participate in the defense of an Infringement Claim with your own counsel at your own expense.

      3. Settlement. You may not settle an Infringement Claim without HVA’s prior written consent. HVA may not settle an Infringement Claim without your prior written consent if settlement would require you to admit fault or take or refrain from taking any action (other than relating to use of or access to the HVA Cloud Products).

      4. Mitigation. In response to an actual or potential Infringement Claim, HVA may, at its option: (a) procure rights for your continued use of the HVA Cloud Products, (b) replace or modify the alleged infringing portion of the HVA Cloud Products without reducing the overall functionality of the HVA Cloud Products, or (c) terminate the affected HVA Cloud Subscription and refund to you any pre-paid, unused fees for the terminated portion of the HVA Cloud Subscription.

      5. Exceptions. HVA’s obligations in this ‎Part VIII Section 2 (HVA’s Indemnity) do not apply to the extent an Infringement Claim arises from: (a) your (or your HVA Dealer’s (if you are an End Customer) or your End Customer’s (if you are a HVA Dealer)) or your Authorized Users’ modification or unauthorized use of the HVA Cloud Products, (b) use of the HVA Cloud Products in combination with third party Hardware, software or services, or HVA Hardware which is not compatible with the relevant HVA Cloud Product, or (c) your breach of these Terms.

      6. Exclusive Remedy. This ‎Part VIII Section 2 (HVA’s Indemnity) sets out your exclusive remedy and HVA’s entire liability regarding infringement of third-party intellectual property rights.

    3. LIMITATIONS OF LIABILITY

      1. CONSEQUENTIAL AND OTHER LOSSES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR LIABILITY ARISING UNDER PART VIII, SECTION 1 (YOUR INDEMNITY) OR SECTION 2 (HVA’S INDEMNITY) OR YOUR OR YOUR AUTHORIZED USER’S UNAUTHORIZED USE OF ANY HVA CLOUD PRODUCT, IN NO EVENT WILL HVA ON THE ONE HAND, OR HVA DEALER OR END CUSTOMER ON THE OTHER HAND, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, GOODWILL, REVENUE, DATA OR USE INCURRED BY A PARTY OR ANY THIRD PARTY, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF THE RELEVANT DAMAGE OR LOSS.

      2. LIABILITY CAP. TO THE EXTENT A PARTY’S LIABILITY HAS NOT ALREADY BEEN EXCLUDED IN THE FOREGOING PARAGRAPH A (CONSEQUENTIAL AND OTHER LOSSES) AND EXCEPT FOR LIABILITY ARISING UNDER PART VIII, SECTION 1 (YOUR INDEMNITY) OR SECTION 2 (HVA’S INDEMNITY), OR YOUR OR YOUR AUTHORIZED USER’S UNAUTHORIZED USE OF ANY HVA CLOUD PRODUCT, THE MAXIMUM AGGREGATE LIABILITY OF HVA TO ANY END CUSTOMER AND ITS HVA DEALER (COLLECTIVELY), OF HVA DEALER TO HVA, OR OF AN END CUSTOMER TO HVA, FOR ALL EVENTS (OR SERIES OF CONNECTED EVENTS) ARISING IN ANY 12 MONTH PERIOD DURING THE TERM OF THESE TERMS WILL NOT EXCEED THE HVA CLOUD SUBSCRIPTION FEES PAID FOR THE APPLICABLE HVA CLOUD PRODUCT ASSOCIATED WITH THE DAMAGES OR LOSSES FOR THE 12-MONTH PERIOD PRECEDING THE EVENT THAT FIRST GAVE RISE TO THE RELEVANT DAMAGE OR LOSS.

      3. BETA PRODUCTS. If you receive access to certain HVA Cloud Products or HVA Cloud Product features or as an alpha, beta or other early access offering (“Beta Products”), such access is subject to these Terms and any additional terms specified by HVA. At any time, HVA may terminate or modify your use of (including applicable terms) Beta Products or modify Beta Products, without any liability to you. Beta Products may be inoperable, incomplete or include errors and bugs or features that HVA may never release, and their features and performance information are HVA’s confidential information. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, HVA PROVIDES NO WARRANTY, INDEMNITY, SERVICE LEVELS OR SUPPORT FOR BETA PRODUCTS AND ITS AGGREGATE LIABILITY TO END CUSTOMER AND ITS HVA DEALER (COLLECTIVELY) FOR BETA PRODUCTS IS LIMITED TO US $100.

  9. General Terms.

    1. Compliance with Laws; Export. You will comply and will ensure that all your Authorized Users comply with all applicable laws when you access or use the HVA Cloud Products, including privacy and data protection laws, regulations, binding guidance that applies to the processing of personal data or to the privacy of electronic communications, import and export compliance laws and regulations and anti-bribery and anti-corruption laws and regulations. You represent and warrant that (a) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country; and (b) you are not listed on any U.S. government list of prohibited or restricted parties. You shall not and you shall not allow anyone else to export, re-export, access, disclose or use any HVA Cloud Products in violation of any export embargo, prohibition or restriction or with any information controlled under the U.S. International Traffic in Arms Regulations, including to any U.S. embargoed jurisdiction (or any national or resident of the jurisdiction), anyone on any U.S. or applicable non-U.S. restricted- or denied-party list, or to any party that you have reason to know will use the HVA Cloud Products in violation of applicable export laws or other applicable laws. You shall not provide HVA with any data that is the subject to the U.S. International Traffic in Arms Regulations or similar laws in other jurisdictions governing defense articles, technology or services.

    2. Feedback. If you submit to HVA a comment, idea, recommendation, suggestion or any other material (“Feedback”) related to the HVA Cloud Products or HVA Cloud Subscriptions, you hereby assign all right, title and interest in and to such Feedback, including all intellectual property rights therein, to HVA, without any compensation to you. To the extent such assignment is not possible, you hereby grant to HVA a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, freely sublicensable and freely transferable license to use, copy, display, perform, distribute, modify and re-format the Feedback for any HVA business purpose.

    3. Government End Customers. If you are a United States federal, state or local government customer, these Terms are subject to, and are amended as follows:

      1. Commercial Items. The HVA Cloud Products and Documentation, and HVA’s support and services provided in relation thereto, are commercial in nature and available in the open marketplace. For U.S. federal Government End Customers, the HVA Cloud Products are "commercial computer software" as defined at 48 C.F.R. §§ 2.101 and 252.227-7014(a)(1) and as the term is used in 48 C.F.R. §§ 12.212 and 227.7202; the related support and other services are “commercial services” as defined in 48 C.F.R. § 2.101; and the Documentation is commercial “computer software documentation” as defined in 48 C.F.R. §§ 2.101 and 252.227-7014(a)(5) and as used in 48 C.F.R. §§ 12.212 and 227.7202. They are provided to all Government End Customers and their Authorized Users, for use by the Government or on its behalf, subject to the terms of these Terms, and all sales to U.S. federal Government End Customers must be consistent with 48 C.F.R. §§12.212, 227.7202, and 252.227-7015, as applicable. The HVA Cloud Products are made available to the Government with only those rights as granted to all other customers, according to the terms and conditions in these Terms.

      2. Government Purpose. The HVA Cloud Products purchased by the Government shall only be for a governmental purpose.

      3. Liability. Claims and liabilities arising from these Terms will be determined under the Contract Disputes Act, the Federal Tort Claims Act, or the equivalent governing state or local legal authority and procedure. Federal statute of limitations provisions or, if applicable, state statute of limitations, apply to any breach or claim.

      4. Governing Law. Any terms regarding choice of law and venue in these Terms are hereby waived. These Terms are governed by, and interpreted and enforced in accordance with, the laws applicable to Government without reference to conflict of laws. The laws of New Jersey will apply in the absence of applicable law.

      5. IP. Except as expressly stated in these Terms, no rights to any derivative works, inventions, products or product modifications, or documentation are conferred to Government or any other party. All such rights belong exclusively to HVA.

    4. Notices. You will address any written notice to HVA to Hanwha Vision America, 500 Frank W Burr Blvd Suite 43, Teaneck, NJ 07666 or another address designated in writing by HVA to you. HVA will address any written notice to you to the e-mail address associated with your HVA Cloud account, and you hereby consent to receive all notices and other communications relating to the HVA Cloud Products at such e-mail address.

    5. Agreement and Amendment. These Terms are effective upon acceptance by you, supersede all prior agreements between you and HVA relating to the HVA Cloud Products and HVA Cloud Subscriptions, and constitute the complete and exclusive agreement between you and HVA with respect to the HVA Cloud Products and HVA Cloud Subscriptions, except that these Terms are intended to supplement Partner Agreement and/or Addendum to HVA Partner to which HVA Dealers are bound. HVA may, and reserves the right to, in HVA’s sole discretion, modify these Terms at any time. HVA will use commercially reasonable efforts to publicly disclose or otherwise notify you any such modification prior to its effective date. Modifications will become effective in accordance with HVA’s notice. However, if you are an End Customer and an active subscriber to a HVA Cloud Subscription when the modification becomes effective, and the modification is materially adverse to you, then you may terminate the remainder of your then-current subscription term for the HVA Cloud Product affected by the modification as your exclusive remedy. To exercise this right, End Customer must notify HVA through HVA Dealer of its termination under this ‎Part IX Section 5 within 30 days of the modification notice, and HVA will refund any pre-paid fees for the terminated portion of the applicable subscription term to the relevant HVA Dealer or End Customer, as applicable.] Access to and use of the HVA Cloud Products after HVA modification notice will constitute your acceptance of the modified Terms.

    6. Governing Law. These Terms will be governed by the laws of the State of New Jersey, without giving effect to any choice or conflict of law provision or rule that would cause laws of another jurisdiction to apply. These Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If you reside outside the United States, this ‎Part IX, Section ‎6 will not deprive you of any mandatory protection you have under the law of the country where you live and, if applicable, any mandatory provision allowing access to the courts in that country.

    7. Disputes. A “Dispute” is any controversy or claim that relates in any way to any HVA Cloud Product or otherwise relates to or arises out of these Terms, or any question regarding whether a matter is subject to mandatory arbitration under these provisions. You agree that you will notify HVA about any Dispute you have regarding these Terms at the contact details provided above, and such notification will describe: (a) the nature and basis of the Dispute; and (b) the specific relief sought to give HVA an opportunity to resolve the Dispute. Once HVA receives your notice, HVA will try to resolve the Dispute informally. If you and HVA do not reach an agreement to resolve the Dispute within 60 days from the date such notification is provided by you, you or HVA may commence a formal arbitration proceeding as provided below.

    8. TIME LIMIT FOR LEGAL PROCEEDINGS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY AGREES THAT NO ARBITRATION, LITIGATION OR ANY OTHER LEGAL PROCEEDING CONNECTED WITH THESE TERMS OR ANY HVA CLOUD PRODUCT WILL BE BROUGHT OR FILED BY SUCH PARTY AGAINST THE OTHER PARTY MORE THAN ONE YEAR AFTER THE INCIDENT GIVING RISE TO THE CLAIM OCCURRED.

    9. MANDATORY ARBITRATION; CLASS ACTION WAIVER

      1. You agree that if any Dispute arises hereunder, either you or HVA may demand in writing that the Dispute be arbitrated, in which case you and HVA agree that each party will immediately stay any court proceedings and the plaintiff will submit the Dispute to binding arbitration by a single arbitrator under the “Supplementary Procedures for Consumer-Related Disputes” of the American Arbitration Association (“AAA”) then in effect, in Teaneck, New Jersey or in the county (or parish) of your registered address. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including statutory damages, attorneys’ fees and costs), and must follow and enforce these Terms as a court would. The arbitrator will be either a lawyer admitted to practice law in his or her jurisdiction and with at least ten years’ experience or a retired or former judge selected in accordance with the rules of the AAA. (More information about the AAA can be found at www.adr.org. If for any reason the AAA cannot hear the Dispute, you agree to proceed before any mutually-agreed arbitrator or, if unable to agree, before an arbitrator appointed by the Court of New Jersey. Case management and other hearings will be heard via telephone unless otherwise agreed to. Each party will be entitled to one substitution of arbitrator, without cause, as a matter of right. All arbitration proceedings will be conducted in English. The parties will maintain in perpetuity the confidential nature of the arbitration proceeding (including the hearing) and award, including the existence, content and results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award.

      2. You acknowledge and agree that any and all Disputes between the parties will be resolved only in individual arbitration. The parties expressly waive the right to have any Dispute brought, heard, administered, resolved or arbitrated as a mass action, and neither an arbitrator nor an arbitration provider will have any authority to hear, arbitrate or administer any mass action or to award relief to anyone but the individual in arbitration. The parties also expressly waive the right to seek, recover or obtain any non-individual relief.

      3. For any Dispute (or part of a Dispute) that is not subject to arbitration, you agree that any claim will be brought only in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding, thereby waiving the right to participate as a class representative or class member in a class action relating in any way to a Dispute, waive any right you may have to a trial by jury and agree to have such matter tried by a court without a jury. By accepting this mandatory arbitration and class action waiver provision, you agree to waive the right to initiate or participate in a class action, representative action, private attorney general action or consolidated arbitration in any matter encompassed by this mandatory arbitration and class action waiver provision.

      4. Each party will continue to have the following rights: (i) right to file for bankruptcy in court, (ii) right to take legal action to enforce the arbitrator’s decision, and (iii) right to request that a court of law review whether the arbitrator exceeded its authority. Notwithstanding the foregoing, either party may bring an individual action in small claims court. This provision does not preclude either party from seeking an individualized preliminary injunction or temporary restraining order, pending arbitration, in any court that has jurisdiction. Nor does this provision bar you from bringing issues to the attention of federal, state or local agencies.

      5. The arbitrator’s award will be final and binding on all parties to the arbitration. Either party may enter judgment on the award in any court. Nothing in these Terms will give the arbitrator any authority, power or right to alter, change, amend, modify, add to or subtract from the provisions of these Terms. The parties agree that this provision will be governed by the Federal Arbitration Act, 9 USC §1 et seq. To the extent permitted by applicable law with respect to any judicial action taken, the parties hereby agree to submit to the exclusive personal jurisdiction of state and federal courts situated in Bergen County, New Jersey and the District of New Jersey, respectively.

      6. HVA will bear the expense and fees for the arbitrator and other incidental costs (including any filing fees or administration fees) that would not be incurred in a court proceeding. Each party will otherwise bear the expense of their respective attorneys, experts and witnesses and other expenses, regardless of who prevails, but a party may recover any or all expenses from another party if the arbitrator, applying applicable law, so determines.

    10. Assignment. You may not assign, transfer or sublicense these Terms in whole or in part except with our prior written consent. We may assign, transfer, delegate or subcontract these Terms and any of our rights and obligations under these Terms without your consent and without notice to you.

    11. Interpretation. Except as otherwise expressly provided in these Terms or as the context otherwise requires: (a) reference to the singular includes a reference to the plural, and vice versa; (b) the words “will include” and “including” and variations thereof will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation” (for the avoidance of doubt, the words “will not include” will not be deemed to be followed by such words); (c) the words “hereunder,” “herein” and “hereof” refer to the provisions of these Terms as a whole and not to any particular Part or Section; (d) references to a Part or Section refer to a Part or Section of these Terms unless otherwise specified; and (e) use of the words “or,” “either” or “any” will not be exclusive.

    12. Severability. If any provision of these Terms or the application of any such provision to any person, entity or circumstance will be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provision of these Terms, which will remain in full force and effect, and will be binding upon the parties hereto and their respective heirs, executors, representatives, employees, affiliates, successors and assigns. The parties intend that all disclaimers of warranties, limitations of liability and exclusions of damages in these Terms will be upheld and applied to the maximum extent permitted by law.

    13. Contact Us. Any questions, complaints or claims regarding these Terms or the HVA Cloud Products should be directed to HVA at https://hanwhavisionamerica.com/support/.

    14. Language. These Terms may be provided in a language other than English as a convenience to you. Notwithstanding the existence of non-English language versions of this Agreement, you agree that the English language version is the only official version and in the event of a conflict between the English version and a version in any other language, the English version governs.