Genetec Terms of Service

Thank you for choosing Genetec. This document (the “Terms of Service”) is a legal agreement under which Genetec Inc. (a Canadian corporation, located at 2280 Alfred-Nobel Blvd., Montreal, QC, H4S 2A4, Canada, below referred to as “Genetec”, “we”, “us”, or “our”) agrees to make available and provide services to its customer (the legal entity that you (as an individual) represent and on behalf of which are agreeing to these Terms of Service and have the full power and authority to bind contractually; and that customer is referred to below as “Customer”, “you”, “your”, or “yours”).

PLEASE READ THIS DOCUMENT CAREFULLY. These Terms of Service constitute a binding legal agreement between Customer and Genetec and contain important information regarding the scope and the duration of the Services, our right to change these Terms of Service, limitations of liability, warranty disclaimers, time limits for bringing warranty claims, and the scope of Customer’s rights and obligations. Customer’s (including its users’) use of our Services will mean that Customer has accepted the terms and conditions described below.

The individual accepting these Terms of Service, by doing so, certifies to have full legal authority to enter these Terms of Service on behalf of Customer and legally bind Customer under them.

 

1. Genetec Services

a. Types of Services. We provide three categories of “Services”: software as a-service and other similar hosted or cloud solutions (referred to as “Cloud Services”), various professional services related to our products and services (for example, consultancy services, training, design, and project management; referred to as “Professional Services”), and support services with respect to our products and services (referred to as “Support Services”). These Terms of Service apply and govern our provision of all these Services (except for the Genetec Advantage™ offering made available in relation to some of our products and provided under separate terms and conditions).

b. Procurement of Services. You may procure our Services through one of our authorized sales channels (referred to as “Authorized Resellers”). While the Services will be rendered by us under these Terms of Service, Authorized Resellers may have their own additional terms and conditions that will apply to your procurement of our Services through them (which will apply in addition to, and not in replacement of, these Terms of Service).

c. Customer Users and Representatives. We want to empower you to use our Services in a manner that supports your business needs, whether locally or internationally. We understand that, depending on your requirements, your users and representatives may consist of personnel engaged by you directly, by your Group Members, or even by third-party suppliers providing services to you, but you will always remain accountable for your users’ compliance with these Terms of Service. The expression “Group Member”, when used in reference to either you or us (each as a party to these Terms of Service), refers to any legal entity that owns (through direct or indirect ownership of the majority of voting shares), is owned by, or is under common ownership with the party in question.

d. Service Add-ons. We may make available additional capabilities, enhancements, or other optional features or services in relation to our Services (each a “Service Add-on”). Procurement of Service Add-ons is optional. All provided Service Add-ons form part of the associated Services, and are, as a result, subject to these Terms of Service. Service Add-ons may also be subject to additional requirements which will be identified in writing before we provide you with those Service Add-ons.

e. Subscription-Based Services. Some Services are provided on a subscription basis only and may require a minimum commitment period of one year or more (as will be mentioned at the time of your subscription, when applicable). The term of each subscription-based Service will begin upon its activation or three months from the date of our acceptance of the order for that subscription, whichever comes first (commonly referred to as the “start date” of your subscription). All subscriptions are provided on a continuous basis, and we will not agree to pause or shorten the provision or the duration of any subscription-based Service for your convenience.

f. Renewal of Cloud Service Subscriptions. Upon expiration of a subscription term, your subscription to Cloud Services will automatically renew on the anniversary its start date for additional successive one-year terms each, unless you inform us in writing of your desire not to renew your subscription at least 30 days before its term expires, or if we inform you in writing at least 180 days before then. You must work with your Authorized Reseller to ensure that you have all the information that you may need (including pricing changes, if any) before your subscription renews. The above does not apply in jurisdictions that prohibit automatic renewal of subscriptions.

g. Subscription Changes. If you upgrade your Service subscription plan or add a Service Add-on during the term of your subscription, the associated charges for the plan upgrade or Service Add-on will be prorated to align with the expiration date of the subscription term of the main Service that the plan upgrade or Service Add-On relate to (unless stated otherwise at the time of your procurement of that plan upgrade or Service Add-on). You may not downgrade a subscription plan or remove a Service Add-on during the term of your subscription, and any such changes will apply only when your subscription term renews.

h. Allowed Use. You may only use our Services for your internal purposes, and not for distribution or resale. You may not use our Services (or any parts of them) to create products or services that could be reasonably considered to be competitive with our products or services. Our quotes and documentation may include additional limitations on use of certain Services (such as restrictions on use or delivery location, number of allowed users, storage caps, and so on).

i. Fair Use Policy. Our fair use policy governs situations where the actions of certain customers or their use of our Services pose a risk to or otherwise negatively affect us, our suppliers, or our other customers (for example, by generating an unreasonable or disproportionately large load on our networks, systems, or resources by comparison to other customers). If we identify that your actions or use of the Services violates our fair use policy, we will ask you to adjust your interaction with the Services accordingly moving forward. We will be happy to discuss your needs and find a mutually agreeable solution, should you have any concerns, but if the situation persists, we reserve the right to slow down, limit, suspend, or terminate your use the Services, in whole or in part, without further notice and without liability to you or any of your users.

2. Cloud Services

a. User Accounts. Upon subscription to a Cloud Service, you may be invited to create an administrator account, through which you will be able to create other user accounts (including additional administrator accounts, where supported) and set applicable user privileges. You must ensure that all information provided as part of your accounts is true, complete, and accurate, and remains up to date throughout your subscription to the Cloud Services. You must protect your accounts with complex passwords and keep login and password details confidential. You may not create shared accounts (that provide multiple individuals access to one single account). You are fully responsible for the management of your accounts and for all activity that occurs under them.

b. Genetec Software. We may make available to you downloadable software applications in relation to your use of Cloud Services (for example, desktop or mobile clients; referred to as “Supplied Software”). Some features of Cloud Services may only be available through Supplied Software. You may be required to install the latest version of Supplied Software to continue using the Cloud Services or the relevant features. Supplied Software (including any such updates and upgrades) forms part of Cloud Services (which, for clarity, extends to how that term is used in these Terms of Service).

c. Genetec Hardware. Some Cloud Services may require use of our proprietary hardware. While you may purchase and own such hardware in general, in certain cases we may only make available our purpose-built hardware as part of your subscription to the relevant Cloud Services (referred to as “Supplied Hardware”). If we provide you with any Supplied Hardware, it will be uniquely identified and will remain our property. Access and use of Supplied Hardware is subject to the Hardware Addendum, available at www.genetec.com/legal/cloudhwa. The Hardware Addendum forms part of these Terms of Service. Supplied Hardware (including any such updates, upgrades, and replacements) forms part of Cloud Services (which, for clarity, extends to how that term is used in these Terms of Service).

d. Connected Experience. Supplied Software and Supplied Hardware were designed to operate with a continued quality internet connection to our backend systems empowering the Cloud Services. While they may continue to operate (at least in part) temporarily without an ongoing internet connection, a sustained interruption of connection to our backend systems will cause Supplied Software and Supplied Hardware to stop functioning until their connection to our backend systems is restored.

e. Service Availability. Our commitment to Cloud Service availability is outlined in the Service Level Addendum, available at www.genetec.com/legal/cloudsla. However, that commitment excludes and does not apply to Supplied Software and Supplied Hardware made available as part of any Cloud Services. The Service Level Addendum forms part of these Terms of Service.

f. Trials and Limited Releases. We may occasionally offer you access to Cloud Services or their features on a trial or limited release basis (such as prototypes or experimental features). Certain features and capabilities may be limited or not available in these cases. If you subscribe to a trial, we will grant you access to the relevant Cloud Service free of charge for up to 30 days from activation (unless we state otherwise in writing). We will identify in writing any additional terms and restrictions applicable to the Cloud Services provided on a limited release basis prior to making them available to you. However, all information related to the scope, the limitations, and the performance of any Cloud Services or features provided on a limited release basis will be considered our Confidential Information (as defined in article 6 below). You understand that Cloud Services made available on a trial or limited release basis are not intended to be provided as standard commercial offerings, and they are provided ‘as is’ and ‘as available’. As such, our commitments to service availability do not extend to those Cloud Services and features, and we reserve the right to suspend your trial or limited release access at any time without advance notice.

g. Evolution. As technologies evolve, we may need to adapt the scope of our Cloud Services to provide our customers with the latest features and security protections, and to comply with the applicable legal obligations. This may occasionally include discontinuing features that are of low relevance to most of our customers. While we may make these changes without advance notice to our customers, we promise not to materially decrease any key features of Cloud Services without advising you in writing in advance.

h. Responsible Use of Our Technologies. Our Cloud Services and other Genetec Property (as defined in article 5 below) contain valuable Confidential Information of Genetec, which may include trade secrets, and its unauthorized disclosure or use may cause significant and irreparable harm. You may not – and may not encourage, assist, or permit any other person to – modify, decompile, deconstruct, reverse engineer, or otherwise tamper with any Cloud Services or other Genetec Property, in whole or in part (including any underlying technologies, systems, networks, and services), or create any derivative works of them or from them. You may not copy, sell, rent, distribute, license, sub-license, or otherwise make available our Cloud Services or other Genetec Property to third parties (in whole or in part). This does not restrict you from appointing any individuals as users of the Cloud Services (in accordance with paragraph 1.c above), or from configuring or otherwise using standard features and options of our Cloud Services, in a manner covered in our standard technical documentation.

i. Third-Party Services. Cloud Services may enable you to access and use third party software or services through integration of third-party offerings (“Third-Party Services”). You agree that any integrations and access to Third-Party Services in association with our Cloud Services are provided for your convenience only. We do not endorse any Third-Party Services, nor do we make any representations or provide any warranties whatsoever with respect to any of them. Third-Party Services are not part of Cloud Services, and they are provided to you in accordance with their respective terms and conditions. You alone are responsible for obtaining all appropriate rights to access and use all Third-Party Services in association with the Cloud Services and complying with the terms and conditions applicable to their use. For clarity, third-party login authentication services that you may use to log in to your Cloud Services accounts are considered Third-Party Services.

j. Acknowledgements. Supplied Software may include software programs or code developed or licensed to us by third parties. As part of our obligations, we committed to recognizing the intellectual property rights of their respective developers and owners. The list of these third-party components and other information required under those third-party licensing terms is included in our standard technical documentation. You may also find a copy of that list at www.genetec.com/legal/tpslist.

k. Performance Data. To ensure that we provide you with the best customer experience and deliver on our obligations under these Terms of Service, we collect and generate various diagnostic, usage, and other performance data in relation to our provision of Cloud Services to you and to other customers (collectively referred to as “Performance Data”). Performance Data allows us to understand how our Cloud Services perform in various circumstances, forecast data storage and other resources, resolve technical issues, develop and improve our features and capabilities, generate consumption and billing reports, and make available relevant insights and trends to our customers. While the collection of certain basic Performance Data is required and is enabled by default as part of your use of our Cloud Services, we will only collect additional optional enhanced Performance Data if you provide your consent by activating the corresponding function in the configuration page of the relevant Cloud Services. While the enhanced Performance Data may enable us to provide you with some additional capabilities (such as advanced analytics and reports), the use of these features is optional and is entirely at your discretion. Please refer to our privacy notice and our standard technical documentation for more information.

3. Professional Services

a. Types of Professional Services. We provide various Professional Services in relation to our products and services. Depending on the nature and the scope of each project, as well as on your needs, Professional Services may be provided on a time-and-material basis, on a fixed budget, or on a defined deliverables basis. To ensure a smooth and timely delivery of all Professional Services, both you and Genetec must keep each other informed of any changes, dependencies, constraints, delays, and other factors that may affect our ability to provide you the requested Professional Services.

b. Statements of Work. If you ask us to provide Professional Services, we will determine and advise you whether a dedicated statement of work (or “SOW”) is required to document the details of your project (such as the scope of deliverables, the parties’ respective responsibilities, and other terms that may apply to the provision of our Professional Services). Both we and you must review and sign each SOW for it to be valid. Each SOW will be subject to the Professional Services Terms available at www.genetec.com/legal/psterms, which will apply in addition to these Terms of Service.

c. Standard Scope Projects. If we determine that the nature and the scope of the requested Professional Services do not require a dedicated SOW (for example, training sessions on Genetec products or services), the Professional Services will be provided to you in a manner and within the scope outlined in our standard technical documentation, our quote, or a project scope document issued by us.

4. Support Services

a. Support Commitment. The scope of our Support Services varies depending on the nature of the Genetec product or service and the level of involvement of the Authorized Reseller through which such product or service was procured. Our commitment to providing Support Services always consists of using commercially reasonable efforts to resolve situations where our products or services do not perform in accordance with our relevant standard technical documentation during the applicable warranty period, all in a manner outlined in this article 4. Our ability to resolve issues is limited to aspects that are under our control.

b. Obtaining Support. Unless we specifically state otherwise in these Terms of Service or in our standard technical documentation related to the applicable Genetec product or service, the Authorized Reseller is responsible for handling all of your support requests in the first instance. This means that the applicable support commitments will be documented in your agreement with the Authorized Reseller and will not be covered by these Terms of Service. The Authorized Reseller will determine whether our assistance is required (due to the complexity or the nature of your issue) and will engage with us directly on the basis of our agreement with them. That said, subscriptions to Cloud Services may include access to Support Services directly from us, too, under certain conditions. In any event, we will give you access to our standard technical documentation, user guides, and other self-help tools in relation to your use of our products and services.

c. Effective Collaboration and Technical Training. We may require that your and our support personnel work together to find and reproduce the issue and implement workarounds or fixes. To streamline the resolution of complex technical issues, we may also require that any individual who requests Support Services on your behalf have first successfully passed technical training on the affected Genetec products and services. We will bring this requirement to your attention in advance, if applicable.

5. Ownership

a. Customer Property. You are and remain the owner of all rights (including intellectual property rights), title, and interest in and to all “Customer Property”, which is comprised of (i) your Confidential Information (including any personal data pertaining to you or your users), (ii) all information, materials and other data uploaded to or generated as part of your use of our Cloud Services (including your user accounts), excluding our Performance Data (referred to as “Customer Content”), (iii) all information, materials, specifications, instructions, and other data that you may share with us in relation to our provision of any Professional Services or Support Services to you under these Terms of Service (referred to as “Customer Materials”), (iv) any intellectual property that was created by or licensed to you prior to or independently from our provision of Services (referred to as “Customer Preexisting IP”), and (v) all Customer Acquired IP (as defined further below in this article 5).

b. Permission to Use Customer Property. We may need and be provided access to Customer Materials, Customer Content, and other Customer Property in relation to our provision of Services to you. You hereby grant us a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable, royalty-free, fully paid-up, enterprise-wide (covering our relevant Group Members), worldwide (subject to applicable laws) right and license to use such Customer Property to the extent necessary for us to provide you with the Services in a manner outlined in these Terms of Service.

c. Genetec Property. We are and remain the owner of all rights (including intellectual property rights), title, and interest in and to all “Genetec Property”, which is comprised of (i) our Confidential Information, (ii) any intellectual property that was created by or licensed to us prior to or independently from our provision of Services, including without limitation all Cloud Services, Supplied Software, our trademarks, and product or service documentation (referred to as “Genetec Preexisting IP”); (iii) New IP (as defined below), (iv) Supplied Hardware, and (v) Performance Data.

d. Permission to Use Genetec Property. To the extent that we provide you with any Genetec Property as part of or in relation to our provision of Services to you under these Terms of Service, we hereby grant you a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable, royalty-free, fully paid-up, enterprise-wide (covering your relevant Group Members), worldwide (subject to applicable laws) right and license to (i) download, install, and use Supplied Software as part of and during your subscription to the relevant Cloud Services (including any software updates and upgrades you may be eligible to receive as part of your subscription to the Cloud Services), (ii) use Genetec Preexisting IP and New IP provided to you as part of our deliverables under a SOW in a manner, for the purpose, and to the extent documented in that SOW, and (iii) use such other Genetec Property that may be provided by us to you as part of our Services during the term of our provision of the relevant Services. The above licenses are valid only so long as the relevant Genetec Property is used in the form made available by us, and in accordance with these Terms of Service and our accompanying standard technical documentation.

e. New IP. In general, the deliverables that we agree to provide to our customers as part of Professional Services consist of modifications to our products and services, and we would not engage in projects that may result in the creation of intellectual property not owned by us. Therefore, if any new intellectual property is created or reduced to practice in relation to our provision of Services to you under these Terms of Service (referred to as “New IP”), it will be owned exclusively by us, unless we and you explicitly agree otherwise in the relevant SOW and specifically identify any New IP as being “Customer Acquired IP” (and, as a result, being owned by you).

f. Feedback. We always welcome your thoughts, feedback, ideas, and suggestions on how to improve our products and services (“Feedback”) to make them better and more suitable for your needs. You may at your own discretion from time to time choose to share Feedback with us. When you do so, you understand that you allow us to use your Feedback to improve or develop new websites, products, services, or features, and that you grant us a non-exclusive, transferable, assignable, sublicensable, irrevocable, perpetual, royalty-free, fully paid-up, enterprise-wide (covering our relevant Group Members), worldwide (subject to applicable laws) right and license to adapt, transform, reduce to practice, use, reproduce, distribute, and otherwise utilize your Feedback at our discretion (but without references to you).

6. Confidentiality and Data Protection

a. Obtaining Confidential Information. Both we and you may obtain certain non-public “Confidential Information” about the other party’s business, operations, plans, technologies, and products in relation to our provision of Services to you under these Terms of Service. The expression ‘Confidential Information’ includes all information that is either identified as proprietary or confidential, or that should be understood to be proprietary or confidential by a reasonable person (due to its nature or to the circumstances surrounding its disclosure). However, that expression excludes information that: (i) is or becomes known to the public without breach of these Terms of Service; (ii) is developed independently by the party receiving such Confidential Information without use of the disclosing party’s Confidential Information; and (iii) is rightfully received by the receiving party from an unaffiliated third party without restriction on disclosure and without breach of these Terms of Service.

b. Using Confidential Information. Each party agrees that it will (i) only disclose the Confidential Information of the other party to its own authorized representatives on a need-to-know basis, and use it only as necessary to fulfil its respective obligations under the Terms of Service; (ii) protect it from unauthorized use and disclosure through appropriate technical and operational safeguards that it uses to protect its own confidential information (and using, at a minimum, a reasonable degree of care); and (iii) return or destroy it upon request from the disclosing party, and in any event upon termination of these Terms of Service, although the receiving party may preserve such Confidential Information of the disclosing party as is required to comply with applicable laws so long as any such preserved Confidential Information remains subject to these confidentiality terms. These confidentiality obligations will remain in effect for three (3) years following the termination of these Terms of Service.

c. Data Protection. We have implemented and will maintain throughout our provision of Services relevant administrative, physical, and technical measures designed to protect Customer Property from unauthorized access and disclosure. These measures reflect the requirements under various stringent industry frameworks, including SOC 2 (assessing services, systems, policies, processes, and people for effectiveness against the five principles of trust: security, availability, processing integrity, confidentiality, and privacy), ISO 27001 (covering information security management by addressing people, processes, and technology systems), and ISO 27017 (covering information security management for cloud service providers). These measures will evolve over time to remain relevant and effective. To learn more about our data protection practices, please visit our Trust Center at www.genetec.com/trust-cybersecurity and our Compliance Portal at compliance.genetec.com.

d. Personal Data. We respect our customers’ privacy. To be able to provide you with Services, we may need to access, collect, and store certain personal data. We may also need to share such information with our licensors and partners who assist us in providing these Services. The objectives and the scope of our collection, use, and disclosure of any personal data are outlined in our Global Privacy Notice, available at www.genetec.com/legal/privacy. If you expect to disclose to us any personal data in relation to your use of any Services, you must obtain all legally-required consents and approvals of the affected individuals to allow us to handle their personal data to provide you with the relevant Services. The laws of certain countries and territories may impose additional restrictions on the handling of personal data of their respective residents. If either we or you determine that such additional terms should apply to our handling of your personal data, then you or us can require that we and you enter into a data processing agreement in the form available at www.genetec.com/legal/dpa (or “DPA”). Once the DPA is signed by both parties, it will replace this paragraph and control how we handle your personal data in relation to our provision of Services to you under these Terms of Service. You understand that, by using our Services, we will handle your personal data as outlined above in this paragraph.

7. Duration, Suspension, and Termination of the Services

a. Term. These Terms of Service will apply between you and us upon your procurement of any Service covered by these Terms of Service (whether as a one-time transaction, a subscription, or as a trial), and will remain in full force and effect until it is terminated in accordance with one of the paragraphs below in this article 7.

b. Termination of Services. Subscription-based services may be terminated through their non-renewal in a manner covered in paragraph 1.f above. Professional Services may be terminated in accordance with the terms of the relevant SOW and the Professional Services Terms, as applicable. Support Services provided to you with regards to any Cloud Service will terminate with the termination of your subscription to that Cloud Service. If we provide any other Support Services to you directly (as reflected in article 4 above), then those Support Services will terminate upon expiration of the applicable support coverage period for the affected Genetec product or service, as specified in our accompanying standard technical documentation. The Services (or these Terms of Service) may also be terminated (entirely or in part) as specifically stated in other paragraphs of these Terms of Services.

c. Termination for Inactivity. These Terms of Service will terminate automatically if, for 90 consecutive days, you have no active subscription to any Cloud Services, there are no active orders or SOWs for the provision of any Professional Services, and you have no Genetec products or services in relation to which we may be required to provide Support Services to you under these Terms of Service.

d. Termination for Breach. Each party may terminate these Terms of Service (entirely) or any Services provided under them if the other party breaches any obligation under these Terms of Service and fails to remedy the situation within 15 days following receipt of a written notice to that effect from the non-breaching party. However, if the breach is not capable of being remedied (due to its nature), then no remedy period will be required, and that termination will be effective as of the date stated in the written notice given by the non-breaching party to that effect. For clarity, breach of your obligations under any of the following paragraphs will be considered a material breach of these Terms of Service: 1.h (Allowed Use), 2.h (Responsible Use of Our Technologies), 5.d (Permission to Use Genetec Property), and 8.a (Customer Promises).

e. Suspension. Without limiting our termination rights, we may suspend or limit your access to or use of the Services, in full or in part, without prior notice to you, if we determine that you access or use our Services in violation of these Terms of Service or in a manner that poses a serious risk to us or to others (such as our licensors, suppliers, or other customers).

f. Effect of Termination. Upon termination of any Service: (i) we will stop providing you with that Service, (ii) all licenses provided to you as part of that Service (including to any Supplied Software and any other Genetec Property) will terminate (which also means that you must stop using and uninstall all Supplied Software from all your devices, although you may keep a copy of it for regulatory compliance purposes); (iii) we will promptly return to you all tangible Customer Property and permanently destroy all intangible Customer Property in our possession, so long as it is not required for our provision or your use of other Services, and (iv) you will promptly return to us all tangible Genetec Property (including any Supplied Hardware, which must be handled in accordance with the terms of the Hardware Addendum) and permanently destroy all intangible Genetec Property in your possession, so long as it is not required for our provision or your use of other Services. You are responsible for backing up all Customer Content prior to the termination of the affected Cloud Service. However, to help you avoid loss of Customer Content upon termination of a Cloud Service, we will keep it in a dormant state in your account for one month following that termination, after which it will be deleted in accordance with our data retention policy. Both you and us may request that the other party issues a signed certificate confirming its compliance with the above requirements. The termination of these Terms of Service in their entirety will be handled by addressing the termination of each active Service separately in accordance with the terms outlined above in this paragraph.

g. Survival. All articles and paragraphs of this document that are intended (due to their nature or for the interpretation these Terms of Service) to remain in effect after its termination will survive and continue to apply between you and us despite any termination of these Terms of Service. This includes (but is not limited to) the following: 1.c, 1.h, 2.a, 2.b, 2.c, 2.h, 5, 6, 7.e, 7.g, 8, and 9.

8. Warranties, Indemnities and Limitation of Liability

a. Customer Promises. By using our Services, you represent and warrant that you have all necessary permissions, authorizations, and consents to use the Services in a manner described in these Terms of Service, and you have taken and will take such steps as may be necessary to ensure that your use of the Services complies with the applicable laws. The above also means that you may not use our Services in a manner or for any purpose that is unlawful, fraudulent, abusive, or that otherwise breaches any applicable laws, including those pertaining to the privacy and property rights of others. It also means that you may not access or otherwise use our Services or any Genetec Property in a manner that would violate any exports controls or trade sanctions imposed by Canada or the United States. You are fully liable for your users’ use of the Services and their compliance with these Terms of Service, including for all their actions and omissions.

b. Genetec Promises. We warrant that we have all necessary permissions, authorizations, and consents to provide you the Services as described in these Terms of Service, and we have taken and will take such steps as may be necessary to ensure that our provision of the Services complies with applicable laws. We also warrant that our Services will be carried out with reasonable care and skill, in accordance with prevailing good industry practices and standards. We also warrant that throughout the term of your subscription to any Cloud Services, they will perform in all material respects in accordance with these Terms of Service and our accompanying standard technical documentation, so long as you use them in accordance with such documentation. If we do not meet the warranties above, we will, at our option and cost, and as your only remedy for our breach of these warranties, either reperform the Services that do not comply with this warranty or refund the fees that you paid for the provision of the affected Services (or, in the case of any subscription-based Services, refund any prepaid subscription fees corresponding to the period between the date of your warranty claim and the end of your prepaid subscription term), so long as you identify the relevant issue amounting to a breach of our warranty within sixty (60) days from the date of provision of the relevant Services.

c. Disclaimer of other warranties. Except for the warranties described above in this article 8, to the maximum extent allowed by applicable laws, we make no promises and give no warranties with regards to the Services or any other Genetec Property, including without limitation with regards to their performance, availability, coverage, uninterrupted availability or operation, security, or that of any software, hardware, services, connections, networks, or third-party services used or provided in association with our Services. Except as specifically stated in these Terms if Service, all Services (including any software and hardware provided in association with them) are provided ‘as is’ and ‘as available’, without any representations, warranties, or conditions whatsoever, including, without limitation, any warranties of title, security, non-infringement, merchantability, quality, availability, or fitness for a particular purpose.

d. Indemnification by Genetec. We agree to defend you against, or settle, any demands, claims, causes of action, suits, and proceedings (each referred to as a “Claim”) brought against you by any unaffiliated third party alleging that any Genetec Property or Customer Acquired IP licensed or provided to you as part of the Services rendered to you by us under these Terms of Service infringe or misappropriate such third party’s intellectual property rights, and we agree to indemnify and hold you harmless from any damages, attorney fees and legal costs finally awarded against you by the competent court, or the amounts payable by you under a settlement approved by us in writing, as a result of such Claim, provided that you promptly give us a written notice of such Claim, give us full control of the defense or settlement of the Claim (but you will still need to approve any settlement in writing, although the approval must not be unreasonably withheld), and provide us with all reasonable assistance at our expense. In the event of any such infringement or misappropriation Claim brought or threatened against you, we may, at our option: (i) obtain for you the right to continue to use the affected Genetec Property or Customer Acquired IP; (ii) replace or modify such Genetec Property or Customer Acquired IP so it becomes non--infringing; or (iii) if we determine that the resolutions described in items (i) and (ii) are not reasonably practicable, then we may end your access to the relevant Genetec Property, Customer Acquired IP, or the associated Services, and refund you for any fees paid for such Genetec Property, Customer Acquired IP, or the associated Services (or, in the case of any subscription-based Services, any prepaid fees corresponding to the period between the date of our notice asking you to stop using the affected items or the related Services and the last date covered by your prepayment). The above obligations will not apply to any Claim that results from modifications to Genetec Property or Customer Acquired IP that were not made by us or authorized by us in writing, from any use of Genetec Property or Customer Acquired IP in violation of these Terms of Service, or from any items not provided by us. This paragraph outlines our entire liability and your sole remedy with respect to any Claims concerning infringement or misappropriation of third-party intellectual property rights.

e. Indemnification by Customer. You agree to defend us against, or settle, any Claims brought against us by any unaffiliated third party alleging that any Customer Property (other than any Customer Acquired IP) infringes or misappropriates such third party’s privacy or intellectual property rights, or otherwise violates any applicable laws, and you agree to indemnify and hold us harmless from any damages, attorney fees and legal costs finally awarded against us by the competent court, or the amounts payable by us under a settlement approved by you in writing, as a result of such Claim, provided that we promptly give you a written notice of such Claim, give you full control of the defense or settlement of the Claim (but we will still need to approve any settlement in writing, although the approval must not be unreasonably withheld), and provide you with all reasonable assistance at your expense.

f. Limitation of Liability. Except for the parties’ respective confidentiality and indemnity obligations under these Terms of Service, to the maximum extent allowed by applicable laws, neither we nor you will be liable to the other party for any special, exemplary, indirect, incidental, consequential, or punitive damages, regardless of the theory of action. We will not be liable for any loss or corruption of any Customer Content or Customer Materials, or for any costs or expenses associated with backing up or restoring any of such Customer Content or Customer Materials. Our total aggregate liability for all Claims by you under these Terms of Service or in association with any Services will be limited to the amounts paid by you for the provision of such Services during the twelve (12) months immediately preceding the occurrence of the event giving rise to your Claim.

9. General

a. Contact information. If you wish to contact us for matters related to these Terms of Service, please write us at: Genetec, 2280 Alfred-Nobel Blvd., Montreal, QC, H4S 2A4, Canada, c/o Legal Department, with a copy to [email protected]. If we need to contact you for matters related to these Terms of Service, we will use the contact information that you last provided to us. Please promptly inform us of any changes to your contact information. All notices will be deemed delivered on the date shown on the postal receipt, or on the courier, or electronic mail confirmation of delivery.

b. Force Majeure. You understand that circumstances outside of our reasonable control (such as, without limitation, fires, floods, pandemics, sabotage, large scale outbreaks of computer virus, malware or other malicious code, strikes, riots, wars or other military action, civil disorder, acts of terrorism, internet or power outages, or the like) may cause delays in our ability to perform the Services. You understand that we will have no liability whatsoever towards you and your users for any damages resulting from any delay or incapacity to perform any affected Services due to any such event taking place.

c. Waiver. The failure by a party to fully enforce any of its rights under these Terms of Service does not affect the right to require such performance at another time, nor must any failure or delay to enforce any right or privilege by a party under these Terms of Service be interpreted as a waiver of such right or privilege by that party.

d. Severability. If any part of these Terms of Service is held by a court of competent authority to be invalid, unenforceable, or otherwise contrary to the law, that part will be considered automatically changed and interpreted to best accomplish the objectives of the original text to the fullest extent allowed under that law. In any event, the remaining parts of these Terms of Service will remain in full force and effect.

e. Modifications to these Terms of Service and Other Documents. As the scope and the privileges associated with our Services are designed to evolve over time, they may require us to keep these Terms of Service up to date. As such, we may update these Terms of Service (including any addenda) and other documents referenced here at any time by posting the new versions on our website. If we have a notification email address associated with your account on record, we will also send you an email to inform you of any such revision. Unless our email to you states a different validity date, the revised terms will become effective and apply to you thirty (30) days from your receipt of our email or from the date of their publication on our website, whichever occurs first.

f. Transfer of these Terms of Service. Neither party may assign or otherwise transfer these Terms of Service or any of its rights or obligations hereunder to any person or entity, in whole or in part, without the other party’s prior written consent. However, we may assign or transfer these Terms of Service to a Group Member by giving a written notice to that effect to you. Any attempted assignment or transfer by you in violation of this requirement will be void and unenforceable against us.

g. Dispute Resolution. The governing law defined below in this paragraph, except for conflict of laws principles, will apply to interpret and enforce these Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods will not apply. Each party irrevocably and unconditionally waives the right to a trial by jury in any claim to the extent allowed by applicable laws. All disputes arising out of or in connection with these Terms of Service or the provision of any Services under this document that cannot be resolved amicably must be exclusively and finally settled in the competent courts, as specified below in this paragraph. However, each party may seek injunctive or other equitable relief in any other jurisdiction (under the applicable laws of such jurisdiction) to protect its interests in case of any breach or infringement of its rights related to intellectual property or confidentiality in such jurisdiction. For the purpose of this paragraph, if your address of incorporation is located (i) in Canada, then the laws governing these Terms of Service will be the laws of Ontario, Canada, and the competent courts will be those based in Ottawa, ON, Canada; (ii) in any country in North America or South America other than Canada, then the governing laws will be the laws of Massachusetts, USA, and the courts based Boston, MA, USA; or (iii) anywhere else in the world, then the governing laws will be the laws of England and Wales, UK, and the courts based in London, UK.

h. U.S. government users. If you are an entity of the U.S. Government, or if these Terms of Service otherwise become subject to the Federal Acquisition Regulations (FAR), the Defense Federal Acquisition Regulations (DFARS) or similar regulatory regimes, our Services, our software and hardware, and any related documentation are “commercial items” in accordance with the applicable regulations.

i. Interpretation and Entire Agreement. These Terms of Service, together with all the addenda and other documents mentioned above, constitute the entire agreement between you and us with regards to the subject matter covered in this document, and replaces any other communications and agreements between you and us. In the event of any inconsistency or conflict between these Terms of Service and any addenda or other documents referenced in this document, the terms outlined in these Terms of Service will prevail, unless it is specifically stated otherwise (either in this document, in any applicable addendum, or another document referenced above).

These Terms of Service have been last updated on April 8, 2024. The latest version of these Terms of Service may be found at www.genetec.com/legal/tos. We invite you to subscribe to the legal notifications in our communications preference center (at www.genetec.com/preference-center) to, among other things, be notified of any major changes to this document.