Terms of Service
To use PoolScout, you need to agree with our Terms of Service
Effective: May 27, 2022 | You may contact us for previous versions of the Terms of Service.
In a nutshell:
This is a binding legal agreement between us for your use of PoolScout.
We provide the PoolScout Platform as a paid service and make efforts to ensure that it works properly.
You agree to our Privacy Policy and you will respect the privacy of anyone who can be viewed in the videos captured by the camera Devices, including family members and friends, visitors, and especially any children in and around the pool. Be aware that you are solely responsible for protecting their privacy and might be subject to fines and penalties if you violate people’s right to privacy.
You agree to use PoolScout according to any applicable law in your country or state, including but not limited to, privacy and video surveillance laws.
If you do not agree, please do not use PoolScout. If you do not understand anything in this agreement, please consult with your lawyers.
Now in more detail:
User Agreement
By installing and connecting a PoolScout camera Device (as defined below) at your premises, by downloading and/or using the PoolScout mobile App (as defined below), and/or by using the PoolScout Platform (as defined below) you expressly acknowledge and agree that you (the “Customer” or “you”), are entering into a legal agreement with Deep Innovations Ltd., or any of its subsidiaries or affiliates (the “Company”, “we”, “us” or “our”) (each, a “Party” and collectively, the “Parties”), and have understood and agree to comply with, and be legally bound by, the terms and conditions of this SaaS End User License Agreement (“Agreement”). You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. If you do not agree to be bound by this Agreement, please do not use the Platform.
Subject to the terms and conditions of this Agreement, the Company hereby grants the Customer a limited, non-exclusive, non-sublicensable, non-transferable and revocable license to use the Company’s proprietary cloud-based software, on a Software as a Service (SaaS) basis, including any and all improvements, corrections, updates, new releases and new versions and any related documentation, and excluding the physical Devices as defined below (the “Platform”) that the Customer has purchased from the Company or its authorized reseller or partner (“Partner”), and to use it for its internal purposes, together with Company’s proprietary software embedded on the PoolScout poolside hardware device, which includes a camera and might include additional hardware such as an alarm unit or other parts of the device kit (“Device”) provided to Customer by the Company or its Partner, which communicates between the Device and the Platform. You may only use the Platform in accordance with its documentation, subject to the use limitations indicated in this Agreement, or any other agreement entered between you and the Company (“Service Order”) and/or you and the Partner, including any purchase order (“Partner Order”) and applicable laws. The terms of the Service Order or Partner Order come, for the avoidance of doubt, in addition to, and without derogating from, any other use restrictions set forth in this Agreement.
Physical Devices
The Platform makes use of the Device(s) and processes a fraction of the data captured by the Device, as required by the settings of the Customer on the Platform.
Following your payment and delivery, the physical Device is your property (excluding the software and other intellectual property in the Device), and is provided to you “AS IS” without any warranty of any kind.
The installation of the Device should be done by a professional installer, authorized by the Company and/or trained in electrical CCTV installations or similar works, and having all required permits and certifications according to applicable law. The Company takes no responsibility or liability for the installation of the Device.
The Device is subject to the license terms and usage documentation attached to it, if any. You shall use the Device in a careful and proper manner in accordance with the documentation, and in compliance with all applicable laws, ordinances or regulations, including applicable privacy, video surveillance, and other laws.
You are solely responsible for the safekeeping of the Device and any data captured by and processed on or through the Device - and especially videos captured by the Device. You have full control over the videos captured by the Device and stored on the Platform, including the ability to delete such videos, and full control over the installation, placement, and operation of the Device at your premises, including its connectivity to a power source and Internet connection, both of which are required for its proper operation with the Platform and capturing of data. Arranging for a Device’s appropriate electricity power and Internet connection is your responsibility, including the payment for such services. You can turn off the Device at any time by disconnecting it from power and the Internet.
Payment
The Platform is conditioned on Customer’s payment of the applicable fees to the Company or the respective Partner. If the fees are not paid, the Company can prevent access to the Platform, and/or take any other legal action. Payment for commercial pools includes unlimited monitoring by the Platform. Payment for residential pools is limited to 400 hours of pool usage and monitoring by the Platform a year; the Company may terminate an Account if usage exceeds the stated usage of a residential pool.
Customer Account
The Platform may only be used through a Customer account (“Account”). The Account may be accessed solely by the Customer and Customer’s representatives who are explicitly authorized by the Customer to use the Platform (“Members”). The Customer will ensure that Members keep the Account login details secure at all times and comply with the terms and conditions of this Agreement and the Privacy Policy (as defined below). The Customer will be fully and solely responsible for any breach of this Agreement or the Privacy Policy by a Member. Unauthorized access or use of the Account or the Platform must be immediately reported to the Company.
Prohibited Uses
Except as specifically permitted herein, without the prior written consent of the Company, the Customer must not, and shall not allow any Member or any third party to, directly or indirectly: (i) copy, modify, create derivative works of or distribute any part of the Platform (including by incorporation into its products); (ii) sell, license (or sub-license), lease, assign, transfer, pledge, or share Customer’s rights under this Agreement with any third party; (iii) use any “open source” or “copyleft software” in a manner that would require the Company to disclose the source code of the Platform to any third party; (iv) disclose the results of any testing or benchmarking of the Platform to any third party; (v) disassemble, decompile, reverse engineer or attempt to discover the Platform’s source code or underlying algorithms; (vi) use the Platform in a manner that violates or infringes any rights of any third party, including but not limited to, privacy rights, publicity rights or intellectual property rights; (vii) remove or alter any trademarks or other proprietary notices related to the Platform; (viii) circumvent, disable or otherwise interfere with security-related features of the Platform or features that enforce use limitations; (ix) export, make available or use the Platform in any manner prohibited by applicable laws (including without limitation export control laws); and/or (x) transmit any malicious code (e.g., software viruses, Trojan horses, worms, malware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable or shut down a computer system or any component of such computer system) or other unlawful material in connection with our Platform.
Privacy
All conduct and communications in connection with this Agreement or the use of the Platform are governed by our Privacy Policy. By accepting this Agreement, you acknowledge that you have read the Privacy Policy and agreed to its terms. This is a precondition to the rights granted pursuant to this Agreement. If you do not agree to the terms of the Privacy Policy or the privacy terms in this Agreement, do not use the Platform.
Joint Controller Arrangement
The Company provides the Platform empty of any personal data. The Customer determines the purposes for which the Platform is used, and the means to collect data from Customer’s Devices through the settings of the Device in the Account. The Customer is therefore the Data Controller with respect to any privacy law or regulation (such as, and without derogating for the generality of the above, the EU’s General Data Protection Regulation, or “GDPR”, any local or federal privacy law or regulation, and any law, regulation, or guideline applicable to the use of videos, cameras, or video surveillance).
IT IS THEREFORE THE CUSTOMER’S RESPONSIBILITY AND DUTY TO INFORM ANY FAMILY MEMBER, FRIEND, VISITOR, OR ANOTHER INDIVIDUAL BEING PHOTOGRAPHED BY A DEVICE (“Person”) OF THE EXISTENCE OF THE DEVICE, THE NATURE OF THE PLATFORM, THE VIDEOS AND DATA COLLECTED BY THE PLATFORM, AND HIS/HER RIGHTS AND OBLIGATIONS ACCORDING TO ANY APPLICABLE LAW AND REGULATION, such as the identity and contact details of the Customer as the Data Controller; the purposes of the processing of personal data on the Platform; the legal basis or bases for such processing; the legitimate interests pursued by the Customer; the recipients of personal data (“Recipients”); the potential transfer of personal data to 3rd countries by the Customer or the Company (as described in the Privacy Policy); the period for which the data will be stored; the existence of any privacy rights and their exercise by demand from, and/or in collaboration with, the Customer as the Data Controller; and/or the Person’s rights according to any applicable privacy law, video surveillance law, or other law, with respect to the use of the Platform and the personal data it may process.
WHEREVER AN EXPLICIT CONSENT OF A PERSON IS REQUIRED FOR THE CUSTOMER’S USE OF THE PLATFORM ACCORDING TO ANY APPLICABLE LAW, IT IS THE CUSTOMER’S RESPONSIBILITY TO ATTAIN SUCH CONSENT FROM THE PERSON, IN THE FORM AND TO THE EXTENT REQUIRED. In the event that any Person withdraws consent to processing of their personal data, and the Person’s consent is required to process its personal data, then the Customer shall immediately withdraw such Person’s access to any pool where a Device is installed, restrict such Person’s access to the Platform, and inform the Company without delay if its assistance is needed in restricting the processing of the Person’s personal data.
IF YOU MAKE USE OF THE DEVICES AND PLATFORM WITH RESPECT TO YOUR FAMILY MEMBERS, FRIENDS, AND VISITORS, YOU REPRESENT THAT YOU HAVE VERIFIED, AND COMPLY WITH, ALL YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO SUCH USE ACCORDING TO ANY APPLICABLE LOCAL OR FEDERAL LAW AND GUIDELINE, INCLUDING PRIVACY LAWS AND VIDEO-RELATED REGULATIONS.
THE CUSTOMER SHALL ALSO TAKE CARE OF THE EXERCISE AND EXECUTION OF ANY PERSON’S RIGHT OR REQUEST WITH RESPECT TO HIS OR HER PRIVACY AND PERSONAL DATA, including but not limited to: the Right of Access to his/her personal data processed on the Platform; the Right to Rectification of inaccurate or incomplete personal data; the Right to Erasure of his/her personal data (“Right to be Forgotten”); the Right to Restriction of Processing for a certain period or under certain conditions; the Right to Data Portability of personal data to another Data Controller in a structured format; the Right to Object the processing of personal data, and specifically, for direct marketing purposes; the Right Not To Be Subject to a Decision Based Solely on Automated Decision-Making. As a Customer, you commit to the Company and to any Person using the Platform that you will not be making any decision, especially with legal effect on a Person, based solely on automated decision-making with respect to data processed on the Platform, and that you will use careful, human judgment in making any such decision; the Right to File a Complaint with the applicable data protection authority.
The Company will enable the Customer to respond to personal data requests to exercise rights under the applicable law. To the extent that the Customer as Data Controller does not have the ability to address a request, then upon the Customer’s request the Company shall provide reasonable assistance to the Customer to facilitate such request to the extent possible and required by applicable law. The Customer shall reimburse the Company for the costs arising from providing this assistance.
The Company processes any data that you as the Customer, including any Member using the Platform on your behalf, provides through the Devices and Platform, according to your instructions, as described below (under Personal Data Processing). However, the Company may also use the data processed by the Platform for its own business purposes, as described in the Privacy Policy, and therefore assumes Joint Data Controller responsibilities towards the paying Customer for any such use of the data, and limited to such use only.
The Company and the Platform allow the paying Customer to manage and control all data on the Platform and fulfill the rights of other Persons on the Customer Account. If you’re a paying Customer, and have any issue with respect to your privacy or personal data, or your capabilities as a Data Controller for any Person, please contact our Customer Support.
Data Processing Agreement (“DPA”)
The Parties acknowledge and agree that the Customer is the Controller of personal data of any Person and the Company is the Processor of that data. The purposes of the processing of data are determined solely by the Customer as Data Controller. The Company will process data collected from the Customer’s Devices and the Platform’s interfaces, which the Customer has provided, whether directly or through another Member on its behalf. Such data might include personal information or personally identifiable information, as indicated in the Privacy Policy. The Company shall collect, process and use personal data only within the scope of Customer’s instructions as Data Controller.
The Customer shall be solely responsible for complying with the statutory requirements relating to data protection and privacy, in particular regarding the disclosure and transfer of personal data to the Company as processor and the processing of personal data. This DPA is the Customer’s complete and final instruction to the Company in relation to personal data. Additional instructions would require prior written agreement between the Parties. The Customer shall inform the Company as processor without delay about any errors or irregularities related to the processing of personal data.
The Customer takes appropriate technical and organizational measures to adequately protect personal data captured by the Device(s) against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to personal data. The Company takes the appropriate technical and organizational measures to adequately protect personal data on the Platform online against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to personal data.
The Customer will notify the Company without delay of any loss or stealth of a Device, and take any necessary actions as the Data Controller for such instance. The Company will notify the Customer without undue delay after it becomes aware of any personal data breach on the Platform. At the Customer’s request, the Company will provide the Customer as Data Controller with reasonable assistance necessary to enable the Controller to notify relevant personal data breaches to competent authorities, if the Customer is required to do so under the applicable law.
Downloading and sharing of videos and other personal data
The Platform enables the Customer to give access to live video streams from connected Devices, and to download and share files of recorded videos and/or other Device and Platform data (“Shared Data”). Such Shared Data may include personal data of the pool owner, family members, friends, visitors, and/or other people in and around the pool.
As a Customer, you will pay careful consideration when sending Shared Data to any 3rd party Recipients. Consider the privacy of any Person whose personal data is part of the Shared Data, his or her rights, and your obligations as the Data Controller. Consider carefully your legal basis and legitimate interest in such sharing of information. Ensure the Recipients also take appropriate technical and organizational measures to adequately protect personal data, especially against unauthorized disclosure of, or access to, personal data. Please make use of the controls the Platform allows to limit the access to Shared Data, for example by Member permissions and date limitations.
Children
PoolScout is a technology platform that is specifically intended to save lives, especially of children and pets around pools. While we process visual data of children, we make no attempt whatsoever to personally identify children, Data Subjects, or Other People, who appear on Customer’s videos processed on the Platform. PoolScout is intended to be used by adult Customers only, with significant parental involvement and approval, and with Data Subjects’ awareness. IF ANY VIDEOS OF CHILDREN, IN OR AROUND THE POOL, ARE CAPTURED BY YOUR DEVICES, YOU CERTIFY THAT YOU ARE THE PARENT AND/OR LEGAL GUARDIAN OF SUCH CHILDREN, AND/OR HAVE ANOTHER STRONG LEGAL BASIS FOR THE PROCESSING, AND YOU PROVIDE YOUR EXPLICIT CONSENT FOR ANY PROCESSING OF SUCH CHILDREN’S DATA AS PART OF THE NORMAL OPERATIONS OF THE PLATFORM. The Company reserves the right to delete or prevent further processing of any videos containing personal data of children on its sole discretion to comply with any law or to protect children’s rights or its legal interests, and the Customer agrees to any such action by the Company.
Other processors
The Company uses additional processors around the world for various processing activities needed for the performance of the Platform, our Websites, our other products and services, our operations, and our business, and shares information with such processors on a need basis. Without derogating from the generality of the above, such processors include hosting and backup providers, analytics providers, website technology , advertising technology, telecommunication services, media transmission services, security technology, and more. The company shares information with each processor based on the business need in using such processor, to protect personal data while still effectively benefiting from the services of such processor. The Company takes appropriate safeguards in the selection of its processing vendors around the world to require that data is well protected. It may be the case that a country where your data is processed has different, or less protective, data protection and privacy regulation than in your country, and you agree to such data transfers and processing by the other processors selected by the Company.
Data Retention
The duration and period of processing by the Company will be the term of this Agreement.
During the term of this Agreement, the Company will retain the video and event data of the Customer backed on the Platform for a period of at least 7 days (from each video’s upload date or event’s creation date), after which the Company may delete this data from the Customer Account automatically, and, on its own discretion, choose whether to anonymize it and maintain any anonymized data on the Platform for the Company’s use. Within the aforementioned data retention period, Customers, as Data Controllers, can download data from the Platform using the App on their phones, delete data and videos from their Account, disable their Device, or delete their entire Account altogether. Customer’s actions on the Platform may result in the deletion or anonymization of all data related to the Device or the Customer Account, respectively.
Following the termination of this Agreement, and unless instructed otherwise in advance by the Customer, all personal data stored on the Customer’s Account will be deleted or anonymized in a way that does not enable the identification of a natural person, unless there is a legal reason or legitimate interest of the Company to retain any data. If the Company is unable to delete personal data for technical or other reasons, the Company will apply measures to ensure that identifiable personal data is not further processed.
The Customer will be solely responsible for the consequences of such agreed deletion or anonymization of personal data. Any additional cost arising in connection with the deletion or transfer of personal data to the Customer related to the termination of the Agreement shall be borne by the Customer.
The Company may keep the personal data of the paying Customer also following the term of this Agreement, for any legitimate business or legal purpose, including all purposes stated in our Privacy Policy.
The Company may use any usage, statistical or anonymized data from Customer’s Accounts and Devices, whether active or inactive, during the term of this Agreement or following its termination. You will have no claim against the Company for any such use.
Warranties
You represent that you are at least 18 years of age, are the property owner or authorized lessee of the premises where the pool is located, and have the power and authorization to contract with the Company according to the terms of this Agreement. Each Party represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; and that the execution and performance of this Agreement will not conflict with other agreements to which it is bound or violate applicable law.
Intellectual Property Rights
The Platform is not for sale and is the Company’s sole property. All right, title, and interest, including any intellectual property rights evidenced by or embodied in, attached, connected, and/or related to the Platform and the Company’s proprietary software embedded on the Device, and any and all improvements and derivative works thereof are and shall remain owned solely by Company or its licensors. This Agreement does not convey to Customer any interest in or to the Platform other than a limited right to use the Platform in accordance with the terms and conditions of this Agreement. Nothing herein constitutes a waiver of the Company’s intellectual property rights under any law. If Company receives any feedback (e.g., questions, comments, suggestions or the like) regarding the Platform (collectively, “Feedback”), all rights, including intellectual property rights in such Feedback shall belong exclusively to Company and that such shall be considered Company’s Confidential Information and Customer hereby irrevocably and unconditionally transfers and assigns to Company without all intellectual property rights it has in such Feedback and waives any and all rights that Customer may have in respect thereto. It is further understood that use of Feedback, if any, may be made by the Company at its sole discretion, and that the Company in no way shall be obliged to make use of any kind of the Feedback or part thereof.
Limited Warranties
The Company represents and warrants that, under normal authorized use, the Platform shall substantially perform in conformance with its documentation. As Customer’s sole and exclusive remedy and the Company’s sole liability for breach of this warranty, the Company shall use commercially reasonable efforts to repair the Platform in accordance with this Agreement. The warranty set forth shall not apply if the failure of the Platform results from or is otherwise attributable to: (i) repair, maintenance or modification of the Platform or Devices by persons other than the Company or its authorized contractors; (ii) accident, negligence, abuse or misuse of the Platform or Devices; (iii) use of the Platform or Devices other than in accordance with their documentation; (iv) Customer’s failure to implement software updates provided by the Company specifically to avoid such failure; or (v) the combination of the Platform with equipment or software not authorized or provided by the Company. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED ON AN “AS IS” BASIS, AND COMPANY EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE PLATFORM. UNDER NO CIRCUMSTANCES WILL THE COMPANY BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE PLATFORM OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, OMISSIONS, MISTAKES, OR INACCURACIES FROM THE PLATFORM OR RESULTS THAT ARE OBTAINED FROM USE OF THE PLATFORM (E.G., DATA, INFORMATION, LOCATION, BEHAVIOR, ETC.); (II) PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE PLATFORM OR FROM THE INABILITY OF THE PLATFORM TO IDENTIFY A HAZARDOUS EVENT OR ALERT ABOUT IT EFFECTIVELY; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL DATA STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR PLATFORM BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE PLATFORM; (VII) DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY CUSTOMER, PERSON, OR THIRD PARTY; AND/OR (VIII) ANY ACTION OR INACTION OF THIRD PARTIES. IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU OR ANY PERSON FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO COMPANY HEREUNDER IN THE THREE (3) MONTHS PRECEDING THE DATE OF BRINGING A CLAIM, OR $1,000, WHICHEVER IS GREATER. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
AS A CUSTOMER, YOU HEREBY ACKNOWLEDGE AND CERTIFY THAT YOU ARE AWARE THAT THE PLATFORM IS NOT A SUBSTITUTE TO ADULT HUMAN SUPERVISION OVER PERSONS, CHILDREN, AND PETS IN AND AROUND THE POOL, AND THAT YOU ARE RESPONSIBLE AND ACCOUNTABLE FOR THE SAFE OPERATION OF THE POOL AND FOR ALL PERSONS FREQUENTING OR USING THE PREMISES, POOL AREA, AND THE POOL ITSELF, ACCORDING TO ANY APPLICABLE LAW. YOU AGREE TO NEVER LEAVE A CHILD OR TEENAGER UNATTENDED ON THE PROPERTY. YOU OPERATE THE POOL AND USE THE PLATFORM AT YOUR OWN RISK AND WAIVE ANY CLAIM YOU MAY HAVE AGAINST THE COMPANY AND ITS STAFF ARISING FROM ANY INJURY OR DEATH WHICH YOU OR OTHER PERSONS MAY SUFFER DIRECTLY OR INDIRECTLY AS A RESULT OF THE USE OF THE POOL.
YOU CERTIFY THAT THIS AGREEMENT AND ANY WAIVER, RELEASE, OR WARRANTY HEREIN IS FULLY EFFECTIVE AND SHALL BE EFFECTIVE AND BINDING UPON YOU, AND YOUR HEIRS, NEXT OF KIN, EXECUTORS, ADMINISTRATORS, AND ASSIGNS, OR ANYONE ELSE AUTHORIZED TO ACT ON YOUR BEHALF OR ON BEHALF OF YOUR ESTATE.
Indemnification
You agree to defend, indemnify and hold harmless the Company, its affiliates, and its and their respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) your use of, or inability to use, the Platform; (ii) your violation of this Agreement; and (iii) your violation of any third party right, including without limitation any privacy rights, copyright, or property right. Without derogating from or excusing your obligations under this Section, we reserve the right (at your expense), but are not under any obligation, to assume the exclusive defense and control of any matter which is subject to an indemnification by you if you choose not to defend or settle it. You agree not to settle any matter subject to an indemnification by you without first obtaining our express approval.
Term and Termination
This Agreement is effective during the term specified under the Service Order or Partner Order, unless terminated by us or you. We reserve the right, at any time, to: (i) discontinue or modify any aspect of the Platform; and/or (ii) terminate this Agreement and your use of the Platform with or without cause, and shall not be liable to you or any third party for any of the foregoing. If you object to any term or condition of this Agreement or any subsequent modifications thereto, or become dissatisfied with the Platform in any way, your only recourse is to immediately discontinue use of the Platform. Upon termination of this Agreement, you shall cease all use of the Platform. This Section and the Sections regarding Privacy, Data Retention, Warranties, Intellectual Property Rights, Limited Warranties, Limitation of Liability, Indemnification, and Miscellaneous shall survive termination of this Agreement.
Miscellaneous
This Agreement, including any documents referred herein, represents the complete agreement concerning the subject matter hereof and may be amended only by a written agreement executed by both Parties. The failure of either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach hereunder shall not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by the Customer but may be assigned by Company without restriction or notification. This Agreement shall be governed by and construed under the laws of The United Kingdom, without reference to principles and laws relating to the conflict of laws. You agree to submit to the personal and exclusive jurisdiction of the courts located in the United Kingdom, and waive any jurisdictional, venue, or inconvenient forum objections to such courts. This Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties. The Company will not be liable for any delay or failure to provide the Platform resulting from circumstances or causes beyond the reasonable control of the Company. This Agreement may be executed in electronic counterparts, each of which counterpart, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement.
If you wish to report any Intellectual Property infringement, privacy violation, or have another question or request with respect to this Agreement, you can contact us at:
Deep Innovations Ltd., a company registered in England # 10950228, 2nd Floor, 201 Haverstock Hill, Belsize Park, London NW3 4QG, United Kingdom