Technology Partners
IMPORTANT READ CAREFULLY: This End-User/VAR License Agreement (“ Agreement ”) is a legal agreement between the user, such user being either an individual or any type of legal entity capable of entering into an agreement) (“ End-User/VAR ”) and 3dEYE Inc. (“3dEYE”) for Internet-based products and services (" Services ") that accompany this Agreement. BY USING THE SERVICES, End-User/VAR AGREEs TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THAT THE AGREEMENT BETWEEN End-User/VAR AND 3dEYE RELATING TO THE SERVICES IS HEREBY AMENDED TO ACCORD WITH THESE TERMS AND CONDITIONS. IF End-User/VAR DO NOT AGREE TO THESE TERMS, End-User/VAR is using the Services without permission of 3dEYE.
For purposes of this Agreement:
End Users/VARs are required to provide their own broadband internet connection to access the Services. End-User/VAR’s account will entitle it to access the Services in one single internet-enabled instance. If it has multiple accounts, it shall be eligible to receive an additional login (username/password) for each such eligible account outlined in the subscription.
a. The End User/VAR is solely responsible for the contents of his/her/its usage of the Services and local, state, national, and international laws and regulations.
b. The End User/VAR shall:
i) Not use the Services for illegal or unlawful purposes;
ii) Not cause loss or create service degradation for other users;
ii)
Comply with all regulations, policies and procedures of networks connected to the
Services.
End User/VAR represents and warrants that End User/VAR is legally capable, as determined by all applicable law, including all law applicable in the legal jurisdiction in which End User/VAR is resident to use the Services and enter into this Agreement.
It is the End User/VAR’s responsibility to exercise discretion and observe all safety measures required by law and their own common sense.
a.
End Users/VARs are prohibited from copying, decompiling, disassembling, reverse engineering, or manipulating any technology incorporated in the Services, or otherwise modifying or tampering with any devices required to use the Services.
b. End Users/VARs acknowledge and agree to safeguard all platform-generated data, events, metadata, encompassing data, analytics, and proprietary information. End Users/VARs are prohibited from using, extracting, or repurposing any platform metadata for the development or improvement of other products, services, or platforms without explicit written consent from 3dEYE. Unauthorized use, extraction, or replication of this metadata is deemed a violation of this Agreement.
The data transmitted between the servers and the devices is encrypted for the End User/VAR’s protection. However, the security of information transmitted through the Internet can never be guaranteed. End User/VAR shall agree that 3dEYE GROUP, its licensors/suppliers and or representatives are not responsible for any interception or interruption of any communications through the Internet or for changes to or losses of data. End User/VAR shall make commercially reasonable efforts to maintain the security of any password, user ID, or other form of authentication involved in obtaining access to password protected or secure areas of the Services.
End User/VAR agrees and acknowledges that the Services may be unavailable or interrupted from time to time, or entirely unavailable in certain areas due to circumstances beyond the control of 3dEYE, its distributors, resellers, or agents including, but not limited to, environmental or topographic conditions. The Services may also not be available in certain locations.
a. THE USE OF THE SERVICES IS ENTIRELY AT END USER/VAR'S OWN RISK AND THE SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY FOR INFORMATION, SERVICES, UNINTERRUPTED ACCESS, OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE SERVICES, INCLUDING WITHOUT LIMITATION THE RESULTS OBTAINED THROUGH THE SERVICES. NO WARRANTY, EITHER EXPRESS OR IMPLIED, IS MADE TO END USER/VAR REGARDING THE SERVICES OR ANY CAMERA, SENSOR OR OTHER DEVICE OR THAT ACCESS TO OR USE OF THE SERVICES OR WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE. ALL SUCH WARRANTIES (INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT) ARE DISCLAIMED.
b. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOUR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION.
c. 3dEYE GROUP IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY OTHER PERSONS, INCLUDING OTHER CUSTOMERS OR THIRD PARTIES. WE SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED (INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES) ARISING OUT OF USE OF THE SERVICES OR INABILITY TO GAIN ACCESS TO OR USE THE SERVICES OR OUT OF ANY BREACH OF ANY WARRANTY.
d. 3dEYE GROUP SHALL NOT BE LIABLE FOR ANY LOSS OF OR USE OF END USER’S DNS NAME, OR FOR INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE.
e. ADDITIONALLY, 3dEYE GROUP SHALL NOT BE LIABLE FOR:
i) DATA LOSS OR CORRUPTION, INCLUDING BUT NOT LIMITED TO, DATA STORED ON THE SERVICES;
ii) UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO, HACKING OR PHISHING ATTACKS;
iii)
DOWNTIME OR UNAVAILABILITY OF THE SERVICES DUE TO SCHEDULED OR UNSCHEDULED MAINTENANCE, UPGRADES, OR TECHNICAL ISSUES;
iv) THIRD-PARTY SERVICES OR INTEGRATIONS, INCLUDING BUT NOT LIMITED TO, APIS, PLUGINS, OR MODULES;
v) FAILURE TO MEET ANY SPECIFIC PERFORMANCE OR UPTIME METRICS, SUCH AS 99.99% UPTIME GUARANTEES;
vi) USE OF THE SERVICES IN VIOLATION OF APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO, GDPR, HIPAA, OR CCPA, OR ANALOGOUS LEGISLATION IN ANY JURISDICTION;
vii) INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS ARISING FROM THE USE OF THE SERVICES;
viii) THIRD-PARTY CLAIMS ARISING FROM THE USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO, CLAIMS FOR DEFAMATION, LIBEL, OR SLANDER;
ix) DAMAGES CAUSED BY THE USE OF THE SERVICES IN CONJUNCTION WITH OTHER SOFTWARE, HARDWARE, OR SERVICES;
x)
SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS, PROFITS, OR REVENUE.
f.
3dEYE GROUP’S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ALL CLAIMS ARISING FROM THE USE OF THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY END USER/VAR TO US IN THE 1 MONTH PRECEDING THE EVENT GIVING RISE TO THE CLAIM. WE SHALL NOT BE LIABLE FOR ANY CLAIMS ARISING FROM THE USE OF THE SERVICES THAT ARE BROUGHT MORE THAN 12 MONTHS AFTER THE DATE OF THE EVENT GIVING RISE TO THE CLAIM. However, this limitation of liability shall not apply to any claims or liabilities arising under the Data Processing Agreement (DPA), which shall be governed exclusively by the liability provisions set forth within the DPA.
g. THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON THE SERVICES. BY USING THE SERVICES, END USER/VAR ACKNOWLEDGES AND AGREES TO THE TERMS OF THIS DISCLAIMER OF LIABILITY.
END USER/VAR AGREES THAT ACCESS TO AND USE OF, OR INABILITY TO ACCESS OR USE THE SERVICE IS AT ITS SOLE RISK. END USER/VAR HEREBY RELEASES AND AGREE TO INDEMNIFY 3dEYE GROUP, ITS CONTRACTORS OR LICENSORS, AS APPLICABLE, RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM ITS ACCESS TO OR USE OF THE SERVICES OR WEBSITE, INCLUDING WITHOUT LIMITATION ANY DAMAGE TO ANY ELECTRONIC EQUIPMENT, COMPUTERS OR DATA. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY PERSON SHALL CREATE A WARRANTY OR GUARANTEE IN ANY WAY WHATSOEVER RELATING TO THE SERVICES OR WEBSITE.
END USER/VAR AGREES THE THIRD-PARTY LINKS, SERVICES, GOODS, RESOURCES AND CONTENT, IF AVAILABLE ON THE SERVICE, ARE NOT CONTROLLED BY 3DEYE GROUP. ACCORDINGLY, 3DEYE GROUP MAKES NO WARRANTIES REGARDING SUCH THIRD-PARTY SERVICES, GOODS, RESOURCES, AND CONTENT, INCLUDING WITHOUT LIMITATION WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT. 3DEYE GROUP WILL NOT BE LIABLE FOR ACCESS TO, USE OF OR DOWNLOADING OF CONTENT AVAILABLE ON OR THROUGH, THE SERVICES, BY ANY PERSON.
DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY AS APPLICABLE TO LIMIT 3DEYE’S LIABILITY AS DESCRIBED IN THIS AGREEMENT SHALL ONLY APPLY TO THE EXTENT ALLOWED BY APPLICABLE LAW.
Other than allowed under an explicit agreement with 3DEYE, End User/VAR agrees to not rent, lease, lend or provide commercial hosting services with any 3dEYE GROUP products or services.
a. Controller / Processor Roles. End-User/VAR is the “Controller” and 3dEYE is the “Processor” (as those terms are defined in the DPA) of all Personal Data processed under the Services.
b. Incorporation of Policies. Use of the Services is also governed by:
i) the 3dEYE Privacy Policy (public-facing notice); and
ii) the 3dEYE Data Processing Agreement (“DPA”), currently version 2025.10, available at www.3deye.ai .
iii) Both documents are incorporated into this Agreement by reference. Continued use of the Services constitutes acceptance of any updates published at the same URL.
c. Scope of Consent. End-User/VAR consents to the collection, use, storage, transfer and deletion of Personal Data (including Biometric Data if the Face Recognition Module is activated) strictly in accordance with the DPA and Privacy Policy.
d. Anonymized / Aggregated Data. 3dEYE may use anonymized or aggregated data that no longer relates to an identified or identifiable natural person for platform improvement, analytics and product development; such data is outside the scope of the DPA.
e. White-Label / VAR Flow-Down. Where End-User/VAR is a distributor, integrator or white-label partner (“VAR”), it shall:
i) incorporate the current DPA and Privacy Policy verbatim into its own end-user agreement;
ii) procure an affirmative click-wrap or signed acceptance of both documents from every End-User; and
iii) remain fully liable to 3dEYE for any breach of the DPA or Privacy Policy by its End-User(s).
f. Sub-processors are listed in the DPA Schedule B, which is incorporated herein
a. Covered Resources. The Fair Usage Policy applies to all fixed-price plans, data plans, and fixed-rate analytics add-ons and includes:
i) continuous 24/7 cloud streaming;
ii) cloud storage (live, archive, long-term timelapse);
iii) data egress (exports, downloads, libraries);
iv) analytics events and AI modules;
v) VOIP call traffic; and
vi) compute or gateway throughput exceeding rated limits.
b. Thresholds.
i) Trials: maximum 100 TB total per account.
ii) Fixed plans: Any of the following exceeding the average of all user usage for the plan will automatically trigger Pay-As-You-Go pricing for the excess: a) viewing usage of stored data, b) analytics events, c) Agentic AI, or d) api usage.
c. Remedies. 3dEYE may throttle, suspend or migrate to Pay-As-You-Go any account or camera that materially exceeds permitted usage.
End User/VAR authorizes 3dEYE Inc, its wholly-owned subsidiaries, and any person that owns all of it (each a “3dEYE Payee”) to collect payments for services rendered using the agreed-upon payment method on file. A 3dEYE Payee may automatically charge the provided payment method for recurring subscription fees or usage charges. End User/VAR shall ensure that the provided payment method has sufficient funds and remains valid throughout the duration of the service usage. All such payment activities are covered by the liability limitations and indemnities benefiting any member of 3dEYE Group under this Agreement.
In the event of late or non-payment, 3dEYE reserves the right to suspend or terminate access to the platform services until payment is received. Late payments may, at 3dEYE’s sole and absolute discretion, incur additional charges, such as late fees or interest at 12% of amounts outstanding or the greatest percentage allowed pursuant to any restriction put in place by applicable law, whichever is lower, and shall include any costs incurred by 3dEYE Group, including financing costs, legal fees or collection agency fees, in the event of non-payment.
3dEYE Group is not responsible for the contents of any third-party sites or services, any links contained in third-party sites or services, or any changes or updates to third-party sites or services. 3dEYE is providing these links and access to third-party sites and services to End User/VAR only as a convenience, and the inclusion of any link or access does not imply an endorsement by 3dEYE of the third-party site or service.
This Agreement applies to updates, supplements, add-on components, or Internet-based services components, of the Software that 3dEYE may provide to or make available to End, unless they are accompanied by separate terms. 3dEYE reserves the right to discontinue Internet-based services provided to End User/VAR or made available to End User/VAR through the use of the Software.
End User/VARs acknowledge that the product and services of 3dEYE and its affiliates are subject to law in various jurisdictions that restrict export of technology, goods, and services, including export control law. End User/VAR agrees to comply with all applicable international and national laws that apply to the Services, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments.
a. 3dEYE may terminate this Agreement without notice. In the event of any such termination for breach, End User/VAR must destroy all copies of the product and services and all of its component parts. For clarity, unpaid bills of more than 15 days’ after invoicing shall constitute material breach.
b. End User/VAR may only terminate this Agreement upon 1 months’ notice without prejudice to any accrued liability to 3dEYE. Upon expiration or termination of this Agreement, End User/VAR shall immediately cease all use of 3dEYE Products and Services. All accrued liabilities of End User/VAR shall survive expiration or termination of this Agreement.
Generally, 3dEYE may suspend End User/VAR’s right to access or use any portion or all of the Products and Services immediately upon notice to End User/VAR if 3dEYE determines, in its sole and absolute discretion that:
a. End User/VAR use of the Products and Services (i) poses a security risk to the Products and Services or any third party, (ii) could adversely impact 3dEYE systems, the Products and Services or the systems or content of any other 3dEYE customer, (iii) could subject 3dEYE, its affiliates, or any third party to liability, or (iv) could be fraudulent;
b. End User/VAR is in breach of its payment obligations.
c. Effect of Suspension. If 3dEYE suspends End User/VAR’s right to access or use any portion or all of the Products and Services, End User/VAR remains responsible for all fees and charges End User/VAR incurs during the period of suspension.
Without prejudice to any disclaimers of, or limitations to 3dEYE’s liability under this Agreement, any Products and Services error reported by End User/VAR during the term of this agreement shall be investigated by the 3dEYE using commercially reasonable efforts and if determined by the 3dEYE, acting in its sole discretion, to exist, shall be corrected within reasonable time. The 3dEYE may request remote access to the erroneous application and such access should be granted by End User/VAR. Costs related to investigation of errors in Products and Services shall be to the account of End User/VAR if the error is not due to any fault of 3dEYE.
This Agreement is governed by the law applicable in the province of Ontario, Canada without regard to conflicts of law provisions. This Agreement forms the entire agreement between you and 3dEYE relating to the Services and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Services or any other subject matter covered by this Agreement. To the extent the terms of any 3dEYE policies or programs for support services conflict with the terms of this Agreement, the terms of this Agreement shall control. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.
a. Definition of Confidential Information: "Confidential Information" means any non-public information of 3dEYE Inc., 3dEYE USA Inc., or any of their wholly owned subsidiaries or parents that wholly own either, disclosed by any member of 3dEYE Group to the End User/VAR, either directly or indirectly, in writing, orally or by inspection of tangible objects, including without limitation the Services, business plans, technical data, trade secrets, customer lists, and product plans.
b. Non-disclosure and Non-use: The End User/VAR agrees to hold all Confidential Information in strict confidence and not to disclose such Confidential Information to any third parties. The End User/VAR shall use the Confidential Information solely for the purpose of using the Services as permitted under this Agreement and for no other purpose.
c. Exceptions: The obligations of confidentiality shall not apply to any information that (i) was publicly known prior to the time of disclosure; (ii) becomes publicly known after disclosure through no action or inaction of the End User/VAR; (iii) is already in the possession of the End User/VAR at the time of disclosure; (iv) is obtained by the End User/VAR from a third party without a breach of such third party's obligations of confidentiality; or (v) is independently developed by the End User/VAR without use of or reference to 3dEYE's Confidential Information.
d. Required Disclosure: If the End User/VAR is required by law to disclose any Confidential Information, the End User/VAR will give 3dEYE Inc. and 3dEYE USA Inc. prompt written notice of such requirement prior to such disclosure and will assist 3dEYE in obtaining an order protecting the information from public disclosure.
e. Return of Materials: Upon termination of this Agreement or upon 3dEYE's request, the End User/VAR will promptly return to 3dEYE all copies of Confidential Information in the End User/VAR's possession or control.
f. The obligations of confidentiality under this section shall survive the termination or expiration of this Agreement.
The End User/VAR agrees to indemnify, defend, and hold harmless 3dEYE Group from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any action, inaction, or negligence of End User/VAR, including any violation of this Agreement or any activity related to End User/VAR's account (including negligent or wrongful conduct) by the End User/VAR or any other person accessing the Services using the End User/VAR's account. The indemnification obligations under this section shall survive the termination or expiration of this Agreement. For clarity, indemnification obligations exclude claims arising solely from or to the extent resulting from acts of distributors/resellers.
Notwithstanding anything to the contrary in this Agreement, all actions undertaken by any person using the credentials obtained by End User/VAR for access to 3dEYE's systems and services shall be the liability of End User/VAR. End User/VAR shall indemnify, defend, and hold harmless 3dEYE in respect of any loss or damage resulting from such use by any person, whether authorized or unauthorized. This indemnification is in addition to and without prejudice to the general indemnification obligations in this Agreement.
a. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by binding, confidential arbitration in English, in accordance with the International Arbitration Rules of ADR Chambers International. Any arbitration commenced pursuant to this clause shall be administered by the ADR Chambers International and its standard administrative procedures and schedule of costs will apply.
b. The legal seat of arbitration shall be Toronto, Ontario, Canada. Any hearings shall be conducted by video conference at the election of any party to the arbitration.
c. The existence of the arbitration, any non-public information provided in the arbitration, and any submissions, orders or awards made in the arbitration (together, the "Confidential Arbitration Information" ) shall not be disclosed to any non-party except the arbitrator, the parties, their counsel, experts, witnesses, accountants and auditors, insurers and reinsurers, and any other person necessary to the conduct of the arbitration. Notwithstanding the foregoing, a party may disclose Confidential Arbitration Information to the extent that disclosure may be required to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings.
d. Nothing in this Agreement shall prevent a party from seeking injunctive relief from courts in any jurisdiction subject to any such actions only seeking, and being limited to claims for, injunctive relief, or being in aid of an arbitrator's award.
No waiver by 3dEYE or its affiliates of any provision of these terms and conditions shall be effective unless it is in writing, explicit, and signed by 3dEYE. Any waiver shall be limited to the specific circumstances for which it was given and shall not be deemed a continuing waiver of such provision or a waiver of any other provision.
To the maximum extent permitted by applicable law and subject to the guarantee above, each of 3dEYE and its affiliates disclaims all warranties, conditions and other terms, either express or implied (whether by statute, common law, collaterally or otherwise) including but not limited to implied warranties of satisfactory quality and fitness for particular purpose with respect to the Services.
The following provisions apply to all Services that incorporate or rely on artificial-intelligence, machine-learning, computer-vision, or facial-analytics functionality, whether or not the Face Recognition Analytics Module has been activated. By using any such Services, End-User/VAR is deemed to have read, understood, and agreed to each of subsections (a)–(g) below.
a) AI Training Liability. 3dEYE Group shall not be liable for any claims, damages, or losses arising from the use of customer data for AI training purposes, including but not limited to any inaccuracies, errors, or defects in the AI models or the results generated by such models.
b) AI Mistakes Liability. 3dEYE Group shall not be liable for any claims, damages, or losses arising from potential mistakes, inaccuracies, or errors in the AI incorporated into the service, including but not limited to any species of damages resulting from the use of AI-generated results.
c) Disclaimer of AI Accuracy. 3dEYE Group disclaims any guarantee of the accuracy, reliability, or completeness of the AI results provided through the Services. The AI results are provided “as is” without warranty of any kind, express or implied.
d) Release of Liability. End-User/VAR thereby releases 3dEYE Group from any and all claims, damages, or losses arising from the use of customer data for AI training and any potential mistakes or inaccuracies in the AI incorporated into the service.
e) Indemnification for AI-Related Claims. End-User/VAR agrees to indemnify, defend, and hold harmless 3dEYE Group from and against all losses, expenses, damages, and costs, including reasonable attorneys' fees, resulting from any claims arising from AI training and AI mistakes.
f) General AI Limitations. 3dEYE Group shall not be liable for any consequential, indirect, incidental, special, punitive, or exemplary damages arising from AI training and AI mistakes, even if 3dEYE Group has been advised of the possibility of such damages.
g)
AI Acknowledgment. End-User/VAR acknowledges and understands the risks associated with AI training and potential AI mistakes, including but not limited to inaccuracies, errors, or defects in the AI models or the results generated by such models.
h)
All processing of Biometric Data under this Module is subject to the DPA, especially Schedules A (security) and C (retention & deletion).
The following provisions apply only if and when the End-User/VAR elects to activate the optional Face Recognition Analytics Module. By activating or using the Module, End-User/VAR is deemed to have read, understood, and agreed to each of subsections (a)–(d) in their entirety. If End-User/VAR does not agree, it must not activate or use the Module.
a) Acknowledgment of Risks. End-User/VAR understands and acknowledges that the use of the Face Recognition Module may involve legal and privacy risks, potential inaccuracies, and limitations inherent in face recognition technology.
b) Waiver of Claims. End-User/VAR hereby waives in respect of, and releases 3dEYE Group from, any and all claims, liabilities, damages, losses, or expenses arising from or related to the use of the Module, including but not limited to claims for legal violations, privacy violations, data breaches, or inaccuracies in recognition.
c) Data Processing Consent. End-User/VAR hereby consents to the collection, processing, and storage of Biometric Data by 3dEYE Group necessary for the operation and improvement of the Module. End-User/VAR affirms that the data provided has been acquired through legal means and that all Processing is authorized and that all consents required under applicable law have been obtained by End-User/VAR.
d) Indemnification for Module-Related Claims. End-User/VAR agrees to indemnify, defend, and hold harmless 3dEYE Group from any claims, damages, liabilities, or expenses, including legal fees, arising out of or related to the use of the Module by End-User/VAR, and any other legal person in any manner caused by End-User/VAR.
a) Neither Party, nor any of its directors, officers, employees, agents or affiliates, shall make or cause to be made any public or private statement (whether oral, written, electronic or otherwise) that disparages, denigrates or otherwise reflects adversely on the reputation, products, services, technology, management or employees of the other Party or its affiliates.
b) The restriction in the foregoing section does not apply to:
i) truthful statements made in response to a subpoena, court order or other compulsory legal process;
ii) statements made in confidential arbitration or litigation between the parties; or
iii) internal communications that are not disclosed to any third party.
c) This “No Disparagement” section survives termination or expiration of this Agreement for three (3) years.
Where End-User/VAR is a distributor, integrator or white-label partner (“VAR”), it shall:
a) incorporate the DPA and Privacy Policy into its own end-user agreement without amendment;
b) procure an affirmative “click-wrap” or signed acceptance of both documents from each End-User; and
c) remain fully liable to 3dEYE for any breach of the DPA or Privacy Policy by its End-Users.
