These Koshee Protect Firearm Detection Service Terms and Conditions (the "Firearm and Fire Detection Terms") govern the use of the Koshee Protect Firearm and Fire Detection visual firearm and fire detection service ("Firearm Detection Services") and are in addition to the Koshee Protect Terms and Conditions ("General T&Cs") under the Koshee Protect Master Services Agreement (the "Agreement"). Your use of the Firearm and Fire Detection Services constitutes your agreement to all of these Firearm and Fire Detection Terms. Please read these Firearm and Fire Detection Terms carefully and keep a copy of them for your reference. These Firearm and Fire Detection Terms are incorporated by reference into, and are made part of, the Agreement. If and to the extent any of these Firearm and Fire Detection Terms conflicts with the Agreement or the General T&Cs, these Firearm and Fire Detection Terms shall govern with respect to the Firearm and Fire Detection Services. Capitalized terms not otherwise defined in these Firearm and Fire Detection Terms shall have the meanings ascribed to them in the Agreement or the General T&Cs. Capitalized terms used but not defined herein have the meanings given to them in the Agreement.
The Firearm and Fire Detection Services is an optional, supplementary service that can be purchased with, or later added to, the Services as described in the Agreement and the General T&Cs. The Firearm and Fire Detection Services consists of three principal elements: (1) specialized server system (the "Server") that interfaces via communications linkages with Customer's surveillance camera system and related Customer hardware and software (collectively, the "Customer Surveillance System"); (2) Company's proprietary Firearm and Fire Detect artificial intelligence software (the "Software") that parses information obtained from the Customer Surveillance System (which is routed to Company via communications linkages) and identifies visible firearms and fires in the cameras' field of vision; and (3) the Application, which is interconnected via a communication linkages with the Server, allowing firearm and fire detection information derived from Customer's video stream to be received in a centralized location, and routed via communications linkages as an alert to Customer and/or Customer's designated recipients, consistent with the treatment of other alerts generated by the Application or as determined by Customer.
A. If the Server is utilized at the Customer premises, the Customer purchases the Server and owns it outright.
B. Customer supplies at its own cost all communications linkages and electric power required for the installation of the Server and its connection to the Customer Surveillance System and to and from Company.
C. The Software is licensed to Customer by means of a subscription (the "Firearm and Fire Detection Subscription") under the terms of the Agreement.
D. At all times, Company owns all right, title and interest in and to the Software and the Application, and Customer acknowledges and agrees that Customer acquires no ownership interest in the Software or the Application, and except as expressly set forth in the Agreement or in these Firearm and Fire Detection Terms, Customer acquires no user rights in the Software or the Application, as a consequence of entering into the Agreement or using the Firearm and Fire Detection Services. Customer acknowledges such ownership and intellectual property rights, and will not take any action to jeopardize, limit or interfere with Company's ownership of rights with respect to the Software or the Application. Without limiting the generality of the foregoing, Customer will not (a) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software component of the Firearm and Fire Detection Services is compiled or interpreted, and Customer acknowledges that nothing in this Agreement will be construed to grant Customer any right to obtain or use such code; (b) allow third parties other than Authorized Users to gain access to or use the Firearm and Fire Detection Services; or (c) modify or create any derivative works of the Firearm and Fire Detection Services (or any component thereof), except with the prior written consent of Company. Customer shall notify Company promptly of any unauthorized access or use of the Firearm and Fire Detection Services known to Customer. Customer will ensure that its use of the Firearm and Fire Detection Services complies with all applicable laws, statutes, regulations or rules. Company acknowledges that Customer has and at all times retains all right, title and interest in and to Customer Surveillance System.
A. Company warrants that, subject to the Disclaimers set forth below, the Software, and the Server, if properly installed and linked to Customer Surveillance System by Company, under Company's supervision, or in accordance with Company's instructions, will function consistent with their specifications during the term of the Firearm and Fire Detection Subscription.
B. Customer warrants that it will only use the Firearm and Fire Detection Services for the purposes and in the manner expressly permitted by the Agreement and these Firearm and Fire Detection Terms.
A. EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY SET FORTH ABOVE, COMPANY MAKES NO REPRESENTATIONS AND GRANTS NO WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND COMPANY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED.
B. THE APPLICATION, SOFTWARE AND SERVICE IS PROVIDED WITH ALL FAULTS ON AN "AS IS" BASIS. COMPANY AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES THAT THE SOFTWARE OR APPLICATION ARE FREE OF DEFECTS, AND ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, THAT THE FUNCTIONALITY OF THE SERVER, SOFTWARE, APPLICATION OR SERVICE WILL MEET CUSTOMER'S REQUIREMENTS, OR THAT ERRORS IN THE SOFTWARE OR APPLICATION WILL BE CORRECTED, AND THE IMPLIED WARRANTIES THAT THE SERVER, APPLICATION OR SOFTWARE ARE MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING, UNLESS SUCH IMPLIED WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. COMPANY AND ITS SUPPLIERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE APPLICATION, SERVER OR SOFTWARE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE, INCLUDING ANY WARRANTY THAT THE APPLICATION OR SOFTWARE WILL IDENTIFY FIREARMS, FIRES OR PREVENT DANGER, INJURY OR THEFT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY OR A COMPANY AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY INCAPABLE OF EXCLUSION HEREUNDER. COMPANY AND ITS SUPPLIERS HAVE NO LIABILITY WITH RESPECT TO CUSTOMER'S USE OF THE SERVER, SOFTWARE OR SERVICE. CUSTOMER BEARS THE ENTIRE RISK AS TO ITS QUALITY AND PERFORMANCE AND ASSUMES THE ENTIRE COST OF ANY SERVICE AND REPAIR. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE SERVER, APPLICATION, SOFTWARE OR SERVICE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
C. IN PARTICULAR, AND WITHOUT LIMITATION, COMPANY DOES NOT REPRESENT OR WARRANT THAT THE APPLICATION OR FIREARM AND FIRE DETECTION SERVICES WILL RELIABLY DETECT ALL FIREARMS OR FIRES CONTAINED IN IMAGES PRESENTED TO IT BY THE CUSTOMER SURVEILLANCE SYSTEM, OR THAT IT WILL, WITHOUT FAIL, ROUTE THE ALERTS AND OTHER INFORMATION, TO CUSTOMER OR ITS DESIGNATED RECIPIENTS. CUSTOMER ACKNOWLEDGES THAT THE APPLICATION AND FIREARM AND FIRE DETECTION SERVICES ARE STRICTLY DEPENDENT ON SEVERAL KEY COMPONENTS, MANY OF WHICH ARE NOT REASONABLY SUBJECT TO COMPANY'S CONTROL. FOR EXAMPLE AND WITHOUT LIMITATION, COMPANY CANNOT CONTROL THE PHYSICAL SERVER OR ITS POWER OR COMMUNICATIONS LINKAGES, ALL OF WHICH ARE LOCATED ON CUSTOMER'S PREMISES AND MAINTAINED SOLELY BY CUSTOMER; NOR CAN COMPANY CONTROL THE CUSTOMER SURVEILLANCE SYSTEM, WHICH MAY ON OCCASION FAIL TO FUNCTION FOR REASONS UNRELATED TO COMPANY, OR MAY BECOME PHYSICALLY DAMAGED FOR A VARIETY OF REASONS. FINALLY, ANY ELECTRICAL POWER SOURCES, COMMUNICATIONS LINES, INTERNET SERVICES OR OTHER MEANS OF TRANSMITTING DATA TO AND FROM COMPANY OR TO AND FROM CUSTOMER THAT ARE A NECESSARY PART OF THE APPLICATION AND FIREARM AND FIRE DETECTION SERVICES MAY EXPERIENCE OUTAGES DUE TO PHYSICAL DAMAGE, POWER CUTS, OR ANY NUMBER OF TECHNICAL ISSUES BEYOND THE REASONABLE CONTROL OF COMPANY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, DISTRIBUTORS, LICENSORS, SUPPLIERS, OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE APPLICATION OR FIREARM AND FIRE DETECTION SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOSS OF DATA, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN OR IN THE AGREEMENT OR ANY EXHIBIT THERETO, THE PARTIES ACKNOWLEDGE AND AGREE THAT COMPANY'S MAXIMUM AGGREGATE LIABILITY UNDER THE AGREEMENT OR ARISING IN ANY WAY FROM CUSTOMER'S USE OF, OR THE OPERATION OF, APPLICATION AND FIREARM AND FIRE DETECTION SERVICES WILL BE LIMITED TO THE AMOUNT PAID FOR THE FIREARM AND FIRE DETECTION SERVICES DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT TRIGGERS THE LIABILITY.