USER AGREEMENT, DCD DATA PRIVACY POLICY AND CONDITIONS OF USE

This User Agreement, DCD Data Privacy Policy, and Conditions of Use (“Agreement”) is a contract between You/the Customer, and ACKData, Inc. (“ACKData”) which governs your use of and access to the ACKData Products and Services. Your access to and use of the ACKData Products and Services are further governed by the Limited Warranty for ACKData Products and Services, the End User License Agreement, the Personal Information Privacy Policy, and your ACKData Products and Services Subscription Form (collectively, the “Customer Agreements”). The terms and conditions found in the Customer Agreements are incorporated by reference into this Agreement, and you agree to accept and be bound by all of such terms and conditions by using the ACKData Products and Services.

THESE TERMS ARE A CONTRACT. BY ACCEPTING THIS AGREEMENT THROUGH A SITE, WEB APP OR MOBILE APP, OR BY ACCESSING AND USING ACKDATA SERVICES OR PRODUCTS, YOU ACCEPT AND AGREE TO THIS AGREEMENT AND ALL CUSTOMER AGREEMENTS ON BEHALF OF YOURSELF AND OF ANY ENTITY OR BUSINESS THAT YOU REPRESENT IN CONNECTION WITH THE ACCESS AND USE. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY AND CAPACITY TO ACCEPT AND AGREE TO THIS AGREEMENT ON BEHALF OF YOURSELF AND ANY ENTITY THAT YOU REPRESENT. YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE AND ARE OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION TO USE OR ACCESS THE ACKDATA PRODUCTS AND SERVICES AND TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THIS AGREEMENT, YOU SHOULD DISCONNECT YOUR PRODUCTS FROM YOUR ACCOUNT (AS DESCRIBED BELOW) AND CEASE ACCESSING OR USING ACKDATA PRODUCTS AND SERVICES.

AS DETAILED BELOW, THIS AGREEMENT CONTAINS IMPORTANT LIMITATIONS OF THE ACKDATA PRODUCTS AND SERVICES, ESPECIALLY IN CONNECTION WITH RESIDENTIAL, LIFE SAFETY AND CRITICAL USES. PLEASE READ THESE DISCLOSURES CAREFULLY, AS YOU ARE ACKNOWLEDGING THEM AND ACCEPTING THEM.

1. DEFINITIONS

The capitalized terms which are used throughout this Agreement have the definitions given them where they appear in bold and the following definitions:

ACKData Product: The Recall Box.

ACKData Services: Those Services which ACKData agrees to provide to you as further detailed in Section 3 of this Agreement.

ACKData Products and Services: The combination of the ACKData Product and the ACKData Services as defined herein.

Product Software: The software which is embedded into the ACKData Product.

Personal Information: Information which identifies you, including your first and last name, address, e-mail address, telephone number, or any other information that permits you to be contacted physically or online.

Data Collection Device(s): Any device which collects video, audio, geolocational, metadata, or any other data which will be transmitted through the Recall device and/or stored by ACKData.

DCD Data: Data which is collected from a Data Collection Device. DCD Data includes video camera footage, audio recordings, geolocational data, and any other data which your Data Collection Device records and transmits to ACKData through your ACKData Product.

Your DCD Data: DCD Data which is collected by a Data Collection Device which you utilize and which you transmit to us via your ACKData Product. Your DCD Data belongs to you, except as provided in Section 8.

DCD Data Lease: A lease of DCD Data to a Third Party DCD Data Renter.

DCD Data Lease Reward: The compensation which ACKData will award you in the event Your DCD Data is leased to a Third Party DCD Data Renter. Your DCD Data Lease Rewards are calculated according to the terms provided in your ACKData Products and Services Subscription Form.

DCD Hours: The number of hours of DCD Data collected by Data Collection Device(s).

Third Party DCD Data Renter: Any third party who leases DCD Data from ACKData for any use. ACKData will require all Third Party DCD Data Renters to agree to the ACKData Data Usage Terms and Conditions.

Subscription Fees: The fees which you pay for your subscription to the ACKData Services in the amount agreed upon in your ACKData Products and Services Subscription Form.

2. ACKDATA PRODUCTS AND SERVICES USE – WHO MAY USE THEM, AND HOW

2.1 Business Use Only. Due to the uses to which DCD Data may be utilized, ACKData Products and Services may only be used in a business, commercial, and non-residential location and for business or other commercial, non-personal use. The ACKData Products and Services therefore may never be used for any personal, family, or household use or in any household in any manner. Additionally, no individual under the age of 18 is permitted to use the ACKData Products and Services, be an ACKData account holder, or be the Customer’s authorized contact for an ACKData Account. ACKData does not knowingly collect or store any information from anyone under the age of 18. You may only use the ACKData Products and Services if you have the legal capacity to form a binding contract with ACKData, are 18 years of age, you accept all of the terms and conditions in this Agreement and all Customer Agreements through our website, our applications, or by accessing or using the ACKData Products and Services, and only if you are in compliance with this Agreement and all applicable local, state, and federal law, rules, and regulations. The terms and conditions found in the foregoing agreements are incorporated by reference into this Agreement, and you agree to accept and be bound by all of such terms and conditions by using the ACKData Products and Services.

2.2 Privacy Protection and Placement of Data Collection Devices. By using ACKData Products and Services, you agree to comply with all federal, state, and local laws governing individuals’ reasonable expectation of privacy. It is your responsibility (and not ours) to ensure that all Data Collection Devices which you use in connection with the ACKData Products and Services are placed in a location and the information which it records complies with all privacy laws. Examples of areas and locations where such Data Collection Devices are prohibited from being placed include, but are not limited to, inside a residence, a bathroom, a changing room, a locker room, and any other location where an individual may be expected to get undressed or otherwise has a reasonable expectation of privacy. Furthermore, Data Collection Devices placed outside and/or in a public area must not be oriented in a manner that is intended to invade an area where someone has a reasonable expectation of privacy. For example, you cannot place a camera outside your building in a public area, but intentionally directed towards the bedroom window of an adjacent residence. Certain states may require a written notice to employees if you place a Data Collection Device in an employee break room or lounge. Consult your state and local laws when placing a Data Collection Device in a location provided for employee recreation, as well as for any additional questions you may have regarding proper location of a Data Collection Device.

2.3 Violation of ACKData Products and Services Use Restrictions. If ACKData discovers that you have violated the restrictions on the use of the ACKData Products and Services provided in this Section 2, have collected DCD Data from the interior of a residence, or have used the ACKData Products and Services in any other way which violates an individual’s reasonable expectation of privacy, ACKData may terminate this Agreement pursuant to Section 8, may delete all DCD Data collected from the violative Data Collection Device(s), and may notify authorities if required to do so by law. YOU AGREE TO INDEMNIFY ACKDATA AND HOLD ACKDATA HARMLESS FROM AND AGAINST ALL LOSS, COST, EXPENSE, AND LIABILITY WHATSOEVER (INCLUDING ACKDATA’S COST OF DEFENDING AGAINST THE FOREGOING, SUCH COST TO INCLUDE ATTORNEY'S FEES) RESULTING OR OCCURRING BY REASON OF YOUR VIOLATION OF THE RESTRICTIONS ON THE USE OF ACKDATA PRODUCTS AND SERVICES AND/OR OF ANY INDIVIDUAL’S REASONABLE EXPECTATION OF PRIVACY. This certification and indemnity agreement shall expressly survive any termination of this Agreement or the Term of your ACKData Services subscription.

3. ACKDATA SERVICES

The ACKData Services provided to you in accordance with this Agreement constitute the following:

3.1 Storage of DCD Data. ACKData will store Your DCD Data for you. ACKData agrees to receive only one stream of DCD Data from you per each ACKData Product in 1080p resolution and the speed of 5 frames per second. Your DCD Data remains your property (except in the limited circumstances provided in Section 8 of this Agreement), and ACKData stores Your DCD Data, retains it, and removes or deletes it in compliance with its Storage and Retention Policy located in Sections 3 and 6 otherwise as provided in 8 of this Agreement.

3.2 Customer Access to Stored DCD Data. ACKData will provide you with access to Your DCD Data on demand and free of any additional charges via the Account Portal for a period of seven (7) days following the time and date in which your Data Collection Device collected it and transmitted it to the ACKData servers during all times while this Agreement remains active and you are subscribed to ACKData Services. You may access any Your DCD Data which was stored in excess of seven (7) days prior to the date of your desired access by requesting ACKData to transmit it to you. ACKData will transmit all requested Your DCD Data to you within a reasonable time following such request at no additional cost to you, so long as such requested Your DCD Data is that of a certain consecutive date range or time from and no analysis of Your DCD Data is required. In the event Your DCD Data which you request is not limited to a specified, consecutive time frame or otherwise requires analysis on ACKData’s part in order to identify, collect, and transmit it to you, then you will be charged a request fee for ACKData’s processing of and meeting your request according to ACKData’s then-current fee schedule for such requests (a “Your DCD Data Request Fee”). DCD Data Request Fees are determined based on size, nature, and complexity of your request. You may access Your DCD Data after your subscription to ACKData Services has terminated according to the terms of Section 8.

3.3 Custom Analytics. ACKData will provide you with custom analytics of Your DCD Data, or of another subset of DCD Data within ACKData’s DCD Data database, at your request according to its fee schedule for analytics at the time of your request.

3.4 DCD Data Deletion. You may request ACKData to delete Your DCD Data which is stored on ACKData servers at any time during your Term, or following termination of your Term according to the provisions of Section 8. In all events when you request deletion of Your DCD Data during and after the Term, the following provisions will apply:

(i) Deletion Timing: ACKData will delete its copy of Your DCD Data (or a subset thereof) from the ACKData servers within a time frame that is reasonable under the circumstances. Upon deletion, ACKData will provide you with confirmation that it has been deleted. Any copies of any portion of Your DCD Data which were distributed or leased to third parties in compliance with Sections 4 or 5 and therefore are not in the possession or control of ACKData will not be deleted and will remain in the possession of the party which so possesses it.

(ii) Deletion Fee: ACKData will perform most requested deletions of Your DCD Data at no cost to you, but in the event ACKData incurs any unusual expenses in performing such deletion, you agree to reimburse ACKData for such expenses upon ACKData’s request for payment of same.

(iii) Deletion Request Certification: In every instance in which you request ACKData to delete Your DCD Data, you certify to ACKData that deletion of your DCD Data does not violate any law, court order, or other document retention requirement with which you are obligated to comply, and agree to indemnify ACKData and hold ACKData harmless from and against all loss, cost, expense, and liability whatsoever (including ACKData’s cost of defending against the foregoing, such cost to include attorney's fees) resulting or occurring by reason of such deletion and your violation or falsification of this certification. This certification and indemnity agreement shall expressly survive any termination of this Agreement or the Term of your ACKData Services subscription.

3.5 Customer Service. If you have any questions or concerns regarding the ACKData Products, the Services or this Agreement, please contact ACKData. ACKData will provide customer service and technical support for any issues you experience in your use of the ACKData Products and Services, and will exercise commercially reasonable diligence to resolve and technical difficulty or other issue with the ACKData Products and Services. You understand and agree that customer service and any customer care and support offered and provided by ACKData is not an emergency or 911 service, or any dispatch or safety provision service. PLEASE DO NOT CONTACT CUSTOMER SERVICE OR ANY CUSTOMER CARE AND SUPPORT OFFERED BY ACKDATA WITH ANY LIFE OR SAFETY CONCERN, MEDICAL EMERGENCY, OR ANY OTHER EMERGENCY. IF YOU HAVE ANY SUCH EMERGENCY, YOU SHOULD IMMEDIATELY CONTACT THE POLICE, FIRE DEPARTMENT, 911 OR APPROPRIATE EMERGENCY RESPONSE SERVICE.

4. DCD DATA LEASE REWARD

4.1 Your DCD Data Permission Selection. Your DCD Data Permission Selection is the option which you select when you complete the ACKData Products and Services Subscription Form in connection with setting up your subscription to and account for the ACKData Services.

4.2 Payment of DCD Data Lease Rewards. In the event Your DCD Data is leased to a Third Party DCD Data Renter, you will receive the related DCD Data Lease Reward as determined by your DCD Data Permission Selection within thirty (30) days following ACKData’s lease of Your DCD Data. The calculation and amount of your DCD Data Lease Reward is defined in and determined by your DCD Data Permission Selection in your ACKData Products and Services Subscription Form.

5. GLOBAL DCD DATA PERMISSIONS

5.1 Global Permissions. Regardless of your DCD Data Permission Selection, ACKData may always use Your DCD Data for the following purposes:

  • To provide, develop, and improve the ACKData Products and Services;
  • For external processing by our vendors, service providers, and/or technicians who may help with our processing and/or storage of DCD Data or monitoring our servers for technical problems;
  • To perform analysis of a generalized, anonymized, and/or aggregated subset of the DCD Data in its database for its own use or to draw generalized conclusions which may be published or sold to third parties;
  • To perform analysis of a generalized, anonymized, and/or aggregated subset of the DCD Data in its database for at the request of a third party who has requested such analysis and may compensate ACKData for such analysis;
  • To lease it as part of a generalized, aggregated, or anonymized compilation of DCD Data from multiple ACKData customers to a Third Party DCD Data Renter;
  • To process DCD Data when we have a legal obligation to do so, including, but not limited to, in response to service of legal process, in response to an enforceable governmental request, or to otherwise comply with applicable law;
  • Use, access, preserve, or disclose Your DCD Data in the event we have a good faith belief that same is reasonably necessary to: (i) meet any applicable law, regulation, legal process or enforceable government request; (ii) enforce ACKData policies or contracts, including investigation of potential violations; (iii) detect, prevent or otherwise address fraud, security or technical issues; (iv) protect against harm to the rights, property or safety of ACKData, our users or the public as required or permitted by law; and
  • Sale to a buyer as part of a sale or transfer of the ACKData company or all or part of its assets.

6. SECURITY OF DCD DATA

6.1 Security. ACKData uses industry standard physical, administrative, and technological methods to transmit and store DCD Data securely, and uses industry-standard methods to keep this information safe and secure while it is being transmitted. However, ACKData cannot guarantee that unauthorized third parties will never be able to defeat out security measures or use DCD Data for improper purposes. In the event that any information under our control is compromised as a result of a breach of security, we will take reasonable steps to investigate the situation and where appropriate, notify those customers whose information may have been compromised and take other steps, in accordance with any applicable laws and regulations. We require all Third Party DCD Data Buyers to comply with these security restrictions, as well as the terms and conditions of this Privacy Policy when purchasing any DCD Data.

6.2 Storage. Unless otherwise expressly and specifically agreed between ACKData and Customer, Customer agrees that their DCD Data may be stored internationally, and that such storage does not violate any contracts or laws with which the Customer must comply.

7. ACKDATA SERVICES TERM AND SUBSCRIPTION FEES PAYMENT

7.1 Term. The Term of your Agreement for and your subscription to the ACKData Services is as you selected in your ACKData Products and Services Subscription Form.

7.2 Subscription Fee Payment Terms. Your Subscription Fee is the amount agreed upon in your Subscription Form. Upon entering this Agreement, you shall pay a prorated portion of the Subscription Fee for the first month of your Term (prorated by the number of days remaining in such first month, divided by 30 days) and second months’ monthly Subscription Fee in advance. Thereafter, starting with the third month of your Term, you shall pay your monthly Subscription Fee monthly, in advance, on the first day of each calendar month.

8. TERMINATION OF THE ACKDATA SERVICES

8.1 Applicability of Terms. This Agreement will remain in full force and effect as long as you continue to access or use the ACKData Products or Services, or until terminated in accordance with the provisions of this Agreement.

8.2 Term Expiration. In the event you elect not to extend the Term of your subscription to the ACKData Services and the Term of your Agreement expires, the following terms and conditions shall apply to Your DCD Data and shall survive such termination:

(i) Customer DCD Data Lease Reward. Following the expiration of this Agreement, and so long as your DCD Data continues to be stored by ACKData, ACKData will continue to compensate you for all DCD Data Leases which include Your DCD Data. Your DCD Data Lease Rewards following expiration of this Agreement will be calculated according to the DCD Data Permission Selection you made in your ACKData Products and Services Subscription Form when you contracted with us for the ACKData Services.

(ii) Customer Access to DCD Data. You may request to receive any of Your DCD Data received and stored by ACKData following such expiration at any time following such expiration. ACKData agrees to transmit your requested DCD Data to you within a reasonable time following such request, and you shall pay ACKData a fee for such transmission in accordance with ACKData’s then-current DCD Data Request Fee schedule.

(iii) Customer DCD Data Deletion Requests. You may request in writing that ACKData delete your DCD Data which is stored on the ACKData servers, and ACKData will comply with this request as soon as reasonably practical and will deliver confirmation of such deletion when it is complete.

8.3 ACKData Default. In the event ACKData defaults in its contractual obligations pursuant to this Agreement, you must notify ACKData of such default in writing. If ACKData fails to cure its default within forty-five (45) days following your written notice of such default (or such longer period of time as is reasonably necessary under the circumstances, provided ACKData commences to cure its default within such forty-five (45) day period and diligently pursues same to completion), then you may terminate your ACKData Services subscription by providing ACKData of written notice of such termination. In the event of such Customer termination, the following terms shall apply and shall survive such termination:

(i) Customer DCD Data Lease Reward. If you choose to terminate your subscription to ACKData Services pursuant to this Paragraph 8.3, ACKData will pay you all DCD Data Lease Rewards which you are entitled to through the date of your termination. In the event you do not request deletion of your DCD Data, ACKData will continue to store it and to compensate you for all DCD Data Lease Rewards to which you become entitled following the date of termination upon the same terms as those of Paragraph 8.2(i) above.

(ii) Customer DCD Data Deletion Requests. In connection with your termination of ACKData Services, or any time thereafter, you may instruct ACKData to delete Your DCD Data from its servers, in which event ACKData will do so within thirty (30) days of the termination and provide you with evidence thereof.

(iii) Customer Access to DCD Data. Following your election to terminate your ACKData Services subscription, so long as you have not requested ACKData to delete Your DCD Data, you may access Your DCD Data by requesting access to same and paying our then-applicable data access fees.

8.4 Customer Default. In the event that you fail to make any payment for which you are responsible pursuant to this Agreement, you fail to comply with all of the terms and conditions of this Agreement, or otherwise default in your contractual obligations to ACKData, ACKData may suspend or terminate your use of or access to ACKData Services. Upon ACKData’s termination of your access to the ACKData Services, your right to use the ACKData Services will automatically terminate and be subject to the following terms which shall apply to Your DCD Data and shall survive such termination:

(i) Customer DCD Data Lease Reward. ACKData will pay you all DCD Data Lease Rewards to which you were entitled prior to such termination, net of all payments which you owed to ACKData as of the date of termination, if any. Thereafter, you shall not be entitled to, and ACKData will not pay to you, any DCD Data Lease Rewards for DCD Data Lease which include your DCD Data.

(ii) Customer DCD Data Ownership, Access, and Deletion. Upon ACKData’s termination of the ACKData services due to your default, the ownership of the DCD Data which you previously transmitted to ACKData and which ACKData stored on its servers shall automatically transfer to ACKData, and you waive and release all rights of ownership of and right to request deletion of such DCD Data. As such, following ACKData’s termination of the ACKData Services pursuant to this Paragraph 8.4, you may not request (and ACKData shall not be obligated to) delete the DCD Data, and any and all compensation which ACKData receives from the use and/or lease of the DCD Data shall be retained by ACKData, and you shall not be entitled to any portion thereof. Notwithstanding the foregoing, in the event you wish to access any DCD Data following ACKData’s termination of your ACKData Services subscription, you may request ACKData to transmit a copy of the requested DCD Data to you, and ACKData will comply with your request after you have paid all past-due Subscription Fees, Request Fees, and any other charges that remained unpaid and outstanding at the time of ACKData’s termination of your subscription, along with pre-paying a DCD Data Request Fee.

9. PERSONAL INFORMATION PRIVACY POLICY

9.1 Personal Information. The privacy and protection of your Personal Information is very important to us. Unlike Your DCD Data, which may be anonymously other otherwise analyzed by, used by, or leased to third parties in accordance with the DCD Data Policy and your DCD Data Permission Selection, your personal information will never be shared with or sold to third parties for any commercial or marketing purpose unrelated to the activation and delivery of ACKData Products and Services without your permission. We never rent or sell customer lists. For more detailed information on our Personal Information Privacy Policy, please click here.

10. ACKDATA ACCOUNTS AND ACCESS

10.1 Customer Accounts. To use the ACKData Services, you must register for a Customer Account (“Account”) and provide certain information about yourself as requested in the Subscription Form. You represent and warrant that: (i) all information you provide in your Subscription Form is truthful and accurate; (ii) you will maintain the accuracy of such information; (iii) your use of the ACKData Products and Services will not violate any applicable law or regulation; and (iv) you are not listed as a prohibited or restricted party under applicable laws and regulations. You are exclusively responsible for the privacy, security and confidentiality of your Account login information and for all activities that occur under your Account. You agree to use passwords that are “strong”, and to prevent others from gaining access to your Account. You agree to immediately notify ACKData of any unauthorized use or suspected unauthorized use of your Account, or any other suspected breach of security. ACKData is not responsible for any loss or damage arising from your failure to comply with these requirements.

10.2 Access to Services. Subject to the terms of this Agreement, ACKData grants you a non-transferable, non-exclusive right (without the right to sub-license) to access and use the ACKData Services via the Account Portal or as otherwise provided and permitted by ACKData solely for the purposes of accessing, controlling, and monitoring Your DCD Data and the ACKData Products which you own and are otherwise authorized to access, control, or monitor.

10.3 Automatic Software Updates. ACKData may, from time to time, develop patches, updates, bug fixes, upgrades, and other modifications to improve the performance of the ACKData Products and Services (“Updates”). You consent to these Updates, and they may be automatically installed without providing any additional notice to you or the necessity of your additional consent. If you do not want these Updates, you may avoid them by terminating your Account and your use of the ACKData Products and Services. You acknowledge that you may be required to install Updates to use the ACKData Products and Services and you agree to install any Updates that ACKData provides promptly. Your continued use of the ACKData Products and Services is your agreement – (i) to this Agreement with respect to the Services and Products; (ii) to the End User License Agreement with respect to updated software; and (iii) any change that ACKData makes to this Agreement or the End User License Agreement over time.

10.4 Service Modifications. ACKData reserves the right to at any time modify, suspend, or discontinue the ACKData Services or any part thereof with or without notice. You agree that ACKData will not be liable to you or any third party for such a modification, suspension, or discontinuance of the ACKData Services.

10.5 Service Restrictions. The rights granted to you in this Agreement are also subject to the following restrictions: (i) you agree not to license, sell, rent, lease, transfer, assign, distribute, host or otherwise commercially exploit the ACKData Products and Services; (ii) you agree not to modify, make derivative works of, disassemble, reverse-compile or reverse-engineer any part of the ACKData Products and Services; (iii) you agree not to access the ACKData Products and Services in order to build a similar or competitive service or product; (iv) except as expressly stated herein, no part of the ACKData Products and Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (v) you agree not to upload, transmit or distribute any computer viruses, worms or any software intended to damage or alter a computer or communications network, computer, handheld mobile device, data, the ACKData Services, the ACKData Products, the Product Software or any other system, device or property; (vi) you agree not to interfere with, disrupt or attempt to gain unauthorized access to the servers or networks connected to the ACKData Services or violate the regulations, policies or procedures of such networks; (vii) you agree not to access (or attempt to access) any of the ACKData Services by means other than through the interface that is provided by ACKData; and (viii) you agree not to remove, obscure or alter any proprietary rights notices (including copyrights and trademark notices) that may be contained in, or displayed in connection with, the ACKData Products and Services. Any future release, update or other addition to functionality of the Services shall be subject to this Agreement.

10.6 Open Source. Certain items of independent, third-party code may be included in the Account Portal or on our website or applications that are subject to the GNU General Public License (“GPL”) or other open-source licenses (“Open-Source Software”). The Open-Source Software is licensed under the terms of the license that accompanies such Open-Source Software. Nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end-user license for such Open-Source Software. In particular, nothing in this Agreement restricts your right to copy, modify and distribute such Open-Source Software that is subject to the terms of the GPL.

10.7 International Access. If you elect to access the Account Portal or Your DCD Data from a country other than the United States, you do so of your own initiative and you are solely responsible for complying with all applicable laws in that country. To the extent permissible by law, ACKData accepts no responsibility or liability for any damage or loss caused by your access or use of the Account Portal or ACKData Services outside of the United States.

11. INDEMNITY FOR THIRD PARTY ACTIONS

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND, RELEASE AND HOLD ACKDATA AND ITS LICENSORS AND SUPPLIERS (COLLECTIVELY, THE “INDEMNIFIED PARTIES”) HARMLESS FROM AND AGAINST: (I) ALL CLAIMS, ACTIONS, LAWSUITS AND ANY OTHER LEGAL ACTION BROUGHT BY ANY THIRD PARTY AGAINST ANY OF THE INDEMNIFIED PARTIES ARISING FROM OR RELATING TO: (A) YOUR USE OF THE ACKDATA PRODUCTS AND/OR SERVICES; (B) YOUR VIOLATION OF THIS AGREEMENT; (C) ANY SUBMISSIONS OR FEEDBACK YOU PROVIDE; AND/OR (D) YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF ANY THIRD-PARTY (COLLECTIVELY, ”THIRD PARTY ACTIONS”); AND (II) ANY AND ALL RELATED LOSSES, DAMAGES, SETTLEMENTS AND JUDGEMENTS (INCLUDING PAYMENT OF THE INDEMNIFIED PARTIES’ ATTORNEYS’ FEES AND COSTS) INCURRED BY ANY OF THE INDEMNIFIED PARTIES, ASSESSED OR FOUND AGAINST ANY OF THE INDEMNIFIED PARTIES, OR MADE BY ANY OF THE INDEMNIFIED PARTIES, RELATING TO OR ARISING FROM ANY SUCH THIRD PARTY ACTION (“THIRD PARTY ACTION LOSSES”). YOU UNDERSTAND AND AGREE THAT YOUR INDEMNIFICATION OBLIGATION TO THE INDEMNIFIED PARTIES APPLIES EVEN IF SUCH THIRD-PARTY ACTION AND THIRD PARTY ACTION LOSSES ARISE FROM THE NEGLIGENCE OF ANY KIND OR DEGREE, BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY, NON-COMPLIANCE WITH APPLICABLE LAW, OR OTHER FAULT OR WRONGDOING OF ANY OF THE INDEMNIFIED PARTIES. HOWEVER, NOTHING CONTAINED HEREIN SHALL BE CONSTRUED TO REQUIRE ANY INDEMNIFICATION WHICH WOULD RENDER OR MAKE THIS CLAUSE, IN WHOLE OR IN PART, VOID AND/OR UNENFORCEABLE UNDER APPLICABLE LAW. FURTHER, YOUR INDEMNIFICATION OBLIGATION SHALL NOT APPLY TO ANY WILLFUL, WANTON, INTENTIONAL OR RECKLESS MISCONDUCT OF THE INDEMNIFIED PARTIES, OR GROSS NEGLIGENCE OF THE INDEMNIFIED PARTIES IN THOSE STATES THAT DO NOT PERMIT INDEMNIFICATION FOR GROSS NEGLIGENCE. “THIRD PARTY” IS DEFINED HEREIN TO INCLUDE, AMONG OTHERS, AN UNAUTHORIZED USER, A SPOUSE, PARTNER, FAMILY MEMBER, GUEST, TENANT, EMPLOYEE OR INSURANCE COMPANY. The Indemnified Parties reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify them, and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without ACKData’s prior written consent. ACKData will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

12. AGREED LIMITATIONS OF ACKDATA PRODUCTS AND SERVICES

12.1 No Residential Use. You acknowledge and agree that the ACKData Products and Services, and all Data Collection Devices used in connection with the ACKData Products and Services, may not be used or placed in a home or residence or otherwise used in a manner which may violate an individual’s right to privacy.

12.2 No Life Safety or Critical Uses. You acknowledge and agree that the ACKData Products and Services are not intended or certified for emergency response, and that they are not a third-party monitored emergency notification system. Further, you understand that in no circumstances will ACKData dispatch emergency services in the event of an emergency, and that in no event will you request such emergency response of ACKData.

12.3 Service Interruptions. The ACKData Services are intended to be used for non-time-critical information and control of DCD Data. While we endeavor for the ACKData Services to be industry-standard reliable and available, they are subject to interruptions and failures for reasons beyond ACKData’s control and cannot be available 100% of the time. You acknowledge this limitation and agree that ACKData is not responsible for any damages allegedly caused by the failure or delay of the ACKData Services or a temporary inability to access the Account Portal. You further acknowledge that the ACKData Services and transference of Your DCD Data are not error-free, and that proper functioning of the ACKData Services is dependent on connectivity, including through your wi-fi network, for which ACKData is not responsible. Your connectivity and access to the ACKData Services may be interrupted, delayed, refused, or otherwise limited for a variety of reasons, including insufficient network coverage, power outages, termination of service and access, environmental conditions, interference, non-payment of applicable fees and charges, unavailability of radio frequency channels, system capacity, upgrades, repairs or relocations, and priority access by emergency responders in the event of a disaster or emergency (collectively, “Service Interruptions”). You understand that Service Interruptions may result in the ACKData Services being unreliable or unavailable for the duration of the Service Interruption. ACKData cannot and do not guarantee that you will receive notifications within any given time, or at all. YOU AGREE THAT YOU WILL NOT RELY ON ACKDATA PRODUCTS OR SERVICES FOR ANY LIFE SAFETY OR TIME-CRITICAL PURPOSES. You further acknowledge that the availability of the ACKData Services depends on: (i) your device which you use to access the ACKData Services, (ii) the network you use to access the ACKData Services; (iii) your internet service provider; and/or (iv) your mobile device operator. You acknowledge that you are responsible for all fees charged by your service provider and device operator in connection with your use of the ACKData Services, and that you are responsible for complying with their agreements, terms of use and terms of service.

12.4 No Refunds. The ACKData Services may be temporarily inaccessible due to Service Interruptions or suspensions for security reasons, system failure, maintenance, or otherwise. You will not be entitled to any refund or rebate of your Subscription Fee for such temporary suspensions.

12.5 System Requirements. You will not be able to access the Account Portal, Your DCD Data, or the ACKData Services without connecting the ACKData Products to a wi-fi or other network, an Account, a supported device such as a computer or supported wireless device, and any other element that may be required by ACKData. You are responsible for ensuring that you have all the required system elements and that they are configured properly, and to install and use (or contract for a third-party’s installation on your behalf) in compliance with these terms and this Agreement. It is also your responsibility to check and replace any batteries in the ACKData Products, if applicable, and you understand and agree that ACKData Products which require batteries may not function properly if batteries need replacement.

12.6 Product Interfacing. ACKData Products and Services may use various open or commonly available standards or means to communicate and work with connected devices that are also similarly used by other systems or services not provided by ACKData, including Wi-Fi, Bluetooth, IP devices, and Data Collection Devices. Connected devices and related services which are provided or manufactured by third parties and are not ACKData Products may not work with ACKData Products and Services, or may have limited features or functionality if you connect such third party products with the ACKData Products and Services. It is your responsibility to ensure that all third-party products, including Data Collection Devices, which you connect with the ACKData Products and Services are compatible with the ACKData Products and Services, and YOU AGREE THAT ACKDATA IS NOT RESPONSIBLE FOR, AND YOU HEREBY RELEASE AND HOLD ACKDATA HARMLESS FROM, ALL LIABILITY AND DAMAGES, INJURIES OR LOSS OF LIFE ARISING FROM, RELATED TO, OR CAUSED BY, ANY ATTEMPT BY YOU TO CONNECT, OR YOUR CONNECTION AND USE OF, ANY THIRD-PARTY PRODUCT TO THE ACKDATA PRODUCTS AND SERVICES.

12.7 App Access. In the event ACKData Services are or become accessible via an app which ACKData provides for such access, you acknowledge and agree that the availability of such app is dependent on the third-party apps or websites which you use to download mobile apps such as the Apple App Store or Google Play. You acknowledge that this Agreement is between you and ACKData and not with such app stores, and that you may have terms and conditions with the app stores with which you must agree before downloading an ACKData app.

12.8 Third Party Sites and Third Party Release. In the event ACKData’s website, the Account Portal, or any ACKData app contains links to websites operated by third parties or referrals to third party vendors, you acknowledge your understanding that such third parties are not under our control. ACKData provides such links and referrals only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representation with respect to such third parties or their websites. As such, your use of these links to third party sites and/or such third party sites or vendors is at your own discretion and risk. ACKData is not responsible for any third party or any third party’s products or services, and ACKData hereby disclaims, and you hereby discharge, waive and release ACKData and its licensors and suppliers from any past, present and future claims, liabilities and damages, known or unknown, arising out of or relating to your interactions with such third parties and their products and services. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU HEREBY WAIVE ANY SIMILAR PROVISION IN ANY OTHER JURISDICTION.

12.9 Installation of ACKData Products and Set Up of Services. WHEN YOU, OR YOUR AGENT, SET UP OR USE THE ACKDATA PRODUCTS AND SERVICES YOU WILL SELECT DEFAULTS AND SETTINGS FOR YOUR ACCOUNT, THE ACCOUNT PORTAL, AND FOR YOUR ACKDATA PRODUCTS AND SERVICES GENERALLY. IT IS POSSIBLE THAT YOU CHANGE THE DEFAULT SETTINGS IN A WAY THAT CAUSES NON-RECOMMENDED OR UNINTENDED OPERATION OR NON-OPERATION OF YOUR ACKDATA PRODUCTS AND SERVICES AND/OR ANY EQUIPMENT OR THIRD PARTY DEVICES WHICH YOU HAVE CONNECTED THERETO. YOU ASSUME ALL LIABILITY FOR ANY DAMAGES AND LOSSES CAUSED BY, OR RELATED TO, THE SETTINGS YOU SELECT FOR THE ACKDATA PRODUCTS AND SERVICES, AND FOR CHANGING ANY DEFAULT SETTINGS.

13. ACKDATA INTELLECTUAL PROPERTY

13.1 ACKData IP. You acknowledge and agree that all trademarks, trade secrets, copyrights, patents, and other intellectual property rights in and to the ACKData Products and Services, the Product Software, and ACKData’s website and apps, are owned by ACKData or its affiliates or licensors. You do not acquire, nor are you entitled to, any right, title, or interest in or to such intellectual property rights by virtue of your possession, access to and use of the ACKData Products and Services or the Product Software or otherwise, and same are licensed, and not sold, to you under this Agreement. ACKData, its affiliates, licensors and suppliers reserve all rights not granted in this Agreement. You may only copy parts of the ACKData Services and its website onto your devices for your use, and not for any public use or for the re-sale of same, nor may you copy or incorporate any of the content of the ACKData Services or Product Software into any other work without ACKData’s prior written consent. Other than Your DCD Data, ACKData retains full and complete title to all content on the ACKData Services.

13.2 Feedback. You may choose to, or ACKData may invite you to, submit comments, suggestions or feedback about the ACKData Products or Services, including how to improve the ACKData Products or Services. By making such a submission, you agree that your submissions are voluntary, gratuitous, unsolicited and without restriction, and will not place ACKData under any fiduciary or other obligation. ACKData may use, copy, modify, publish or redistribute the submission and its contents for any purpose and in any way without any compensation to you. You also agree that ACKData does not waive any rights to use similar or related ideas previously known to ACKData, developed by its employees or obtained from other sources.

14. LIMITED WARRANTIES

14.1 THE WARRANTIES FOR THE ACKDATA PRODUCTS AND SERVICES AND FOR THE PRODUCT SOFTWARE ARE SET FORTH IN THE LIMITED WARRANTY AND THE END USER LICENSE AGREEMENT, RESPECTIVELY.

15. DISPUTES AND LIABILITY LIMITATIONS

15.1 Liability Limitation and Damage Waivers.

(i) Nothing in this Agreement nor in this Section 15 is intended to, nor shall it be interpreted or constructed to, limit or exclude liability that cannot be so limited or excluded under applicable law.

(ii) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE WARRANTY AND OTHER DISCLAIMERS IN THIS AGREEMENT AND YOUR OTHER AGREEMENTS WITH ACKDATA, IN NO EVENT WILL (A) ACKDATA BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOST DATA OR LOST PROFITS ARISING FROM OR RELATING TO THE ACKDATA PRODUCTS OR SERVICES, EVEN IF ACKDATA KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) ACKDATA’S TOTAL CUMULATIVE LIABILITY FOR ANY DIRECT DAMAGES, PROPERTY DAMAGE, PERSONAL INJURY, LOSS OF LIFE OR ANY OTHER DAMAGES NOT EXCLUDED OR PRECLUDED PURSUANT TO (A) ABOVE, ARISING FROM OR RELATED TO THE ACKDATA PRODUCTS OR SERVICES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL BE LIMITED TO AN AMOUNT NEVER TO EXCEED TWO (2) TIMES THE FEES ACTUALLY PAID BY YOU TO ACKDATA OR ACKDATA’S AUTHORIZED RESELLER FOR THE ACKDATA PRODUCTS OR SERVICES AT ISSUE IN THE PRIOR 12 MONTHS (IF ANY). ACKDATA DISCLAIMS ALL LIABILITY OF ANY KIND OF ACKDATA’S LICENSORS AND SUPPLIERS. UNDER NO CIRCUMSTANCES WILL ACKDATA BE LIABLE IN ANY WAY FOR ANY CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED IN CONNECTION WITH USE OF, OR EXPOSURE TO, ANY CONTENT POSTED, EMAILED, ACCESSED, TRANSMITTED OR OTHERWISE MADE AVAILABLE VIA THE ACKDATA SERVICES.

(iii) YOU UNDERSTAND AND AGREE THAT THIS LIMITATION OF LIABILITY SHALL APPLY EVEN IF ACKDATA IS FOUND LIABLE FOR ANY LOSS OR DAMAGE DUE TO BREACH OF CONTRACT, BREACH OF EXPRESS OR IMPLIED OR LIMITED WARRANTY, NEGLIGENCE OF ANY KIND OR DEGREE, STRICT PRODUCT LIABILITY, SUBROGATION, INDEMNIFICATION OR CONTRIBUTION, OR ANY OTHER THEORY OF LIABILITY. HOWEVER, THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY WILLFUL, WANTON, INTENTIONAL OR RECKLESS MISCONDUCT OF ACKDATA OR GROSS NEGLIGENCE OF ACKDATA IN THOSE STATES THAT DO NOT PERMIT LIMITATION OF LIABILITY FOR GROSS NEGLIGENCE.

15.2 DISPUTE RESOLUTION, JURY WAIVER, AND REQUIRED ARBITRATION.

(i) ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF THE ACKDATA PRODUCTS AND SERVICES WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIMS QUALIFY. THIS ARBITRATION IS MANDATORY. The Federal Arbitration Act and federal arbitration law apply to this agreement. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE, LAW, YOU UNDERSTAND AND AGREE THAT WE ARE EACH (I) WAIVING THE RIGHT TO A TRIAL BY JURY; (II) WAIVING THE RIGHT TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION; AND (III) WAIVING THE RIGHT TO CLAIM OR RECOVER PUNITIVE DAMAGES AGAINST THE OTHER.

(ii) There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. The arbitration agreement between you and ACKData does not preclude us from bringing an individualized action in small claims court or seeking an individualized preliminary injunction or temporary restraining order.

(iii) To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent at [insert address and contact information]. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules and procedures. AAA's rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by AAA's rules. ACKData will not seek attorneys' fees and costs in arbitration unless the arbitrator determines the claims are frivolous. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of this arbitration provision or the arbitration-ability of disputes are for the court to decide.

(iv) WE EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, GROUP LITIGATION, OR REPRESENTATIVE ACTION. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

(v) Notwithstanding anything to the contrary in this Agreement, ACKData may seek injunctive or other equitable relief to protect its confidential information and intellectual property rights or to prevent loss of data or damage to its servers in any court of competent jurisdiction.

15.3 Waiver of Subrogation. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND ANY POLICIES OF INSURANCE YOU OBTAIN, YOU RELEASE ACKDATA AND ITS LICENSORS AND SUPPLIERS FROM ALL LIABILITY FOR ANY LOSS, OCCURRENCE, EVENT OR CONDITION COVERED BY YOUR INSURANCE, AND WAIVE ALL SUBROGATION RIGHTS THEREIN ON BEHALF OF YOURSELF AND YOUR INSURANCE COMPANY.

16. DIGITAL MILLENNIUM COPYRIGHT ACT COMPLIANCE PROCEDURE

16.1 Designated Agent. ACKData will promptly process and investigate notices of alleged copyright infringement and take appropriate actions under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512 (“DMCA”). Pursuant to the DMCA, ACKData has a designated agent to receive notification of alleged copyright infringement occurring through the ACKData Products and Services, its website, and/or its apps.

16.2 Notice. ACKData requires all notices of alleged copyright infringement to be in writing, and include the following: (i) identification of the copyrighted work that has allegedly been infringed; (ii) a description of the material that is claimed to be infringed upon and sufficient details to permit ACKData to identify and locate the material; (iii) contact information of the copyright owner or their authorized agent, including their name, address, telephone number, and e-mail address; (iv) a certification that you believe in good faith that ACKData’s use of the copyright materials in the manner you complain of is not authorized by the copyright owner, the owner’s agent, or law; (v) a certification that the information you provide in the notice is true and accurate; and (vi) your attestation under penalty of perjury that you are authorized to enforce the copyrights that you allege ACKData is infringing. ACKData may not be able to act on the complaint if the notice does not provide this required information, and you acknowledge that if you fail to comply with all of these requirements, your DMCA notice may not be valid. You acknowledge and agree that sending a DMCA notice to our designated agent is only accepted to address a copyright infringement claim and is not the proper method to report other legal claims (i.e. non-copyright issues such as trademark, defamation, or privacy).

16.3 Takedown Procedure. ACKData will make a good-faith determination as to whether the content included in the DMCA notice is being infringed, and will promptly address the infringement appropriately. ACKData will follow the procedures outlined in the DMCA with regard to appropriate notifications. Upon ACKData’s receipt of a counter-notification that the materials are not being infringed, ACKData may reinstate the alleged infringed material.

17. MISCELLANEOUS

17.1 Changes to Agreement. Please note that we reserve the right to change the terms of this Agreement from time to time. We will provide notice of any changes on our website, in the Account Portal or by contacting you. If any of our terms and conditions shall be deemed invalid, void, or for any reason unenforceable, that term or condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.

17.2 Authorization. By creating an Account and/or executing this Agreement on behalf of any company which is to be the Customer of ACKData, you certify and agree that you are that company’s authorized representative and that you possess the authority necessary to bind that company to this Agreement.

17.3 Entire Agreement. The terms of this Agreement, the Limited Warranty, the Personal Information Privacy Policy, the End User License Agreement, and your ACKData Products and Services Subscription Form constitute the entire agreement between you and ACKData, and no rights are created in favor of either party other than as specified or expressly contemplated in these Customer Agreements.

17.4 Assignment. ACKData may assign its rights, responsibilities, and obligations under this Agreement without restriction.

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