Loading...
HomeMy WebLinkAboutContract # : C20-0149 - BRIEFCAM LTD. - Execution Date: 2/7/2020 C20-Q149 BETA TRIAL AGREEMENT This Beta Trial Agreement ("Agreement") dated this ith day of •F'Gb 1AL I ,2020("Effective Date"),is made by and between Brieftam Ltd. ("BriefCa i. ), and City of Glendale Police Department ("the Potential Customer") (collectively,the"Parties"). BriefCam has made available a Beta version of its Investigator for the CloudTM program ("Investigator for the CloudTM") and is willing to allow the Potential Customer to try it at no cost and the Potential Customer is interested in trying it, all in accordance with the terms and conditions of this Agreement. 1. Grant of limited license. Subject to the provisions of this Agreement, during the period beginning on the Effective Date and ending when BriefCam first makes Investigator for the CloudTM commercially available (the "Trial Period"), BriefCam grants the Potential Customer a non-transferable, non-assignable and non- sub-licensable right to use the Software solely for the Permitted Use(as defined in the Terms of Use—see below). The Potential Customer is aware that the Software may be used only in accordance with the following limited parameters: 100 processing hours each calendar month, 500 GB storage, 3 concurrent users. BriefCam may changethose parameters at any time by notice to the Potential Customer.Following signature of this Agreement, BriefCam will supply the Potential Customer access to allow use of Investigator for the CloudTM. Following the Trial Period or other termination of this Agreement, the Potential Customer may become a paying customer and acquire a license to use Investigator for the CloudTM on the terms that BriefCam generally commercially licenses Investigator for the CloudTM to similarly placed customers. The terms and conditions of this further use shall be contained in a separate agreement, which will be agreed upon by the parties. 2. Disclaimer of Warranties. The Potential Customer acknowledges that Investigator for the CloudTM and any Documentation are provided"AS IS". BriefCam disclaims all warranties relating to Investigator for the CloudTM, express or implied, including but not limited to any warranties as to infringement of third-party rights, merchantability and fitness for a particular purpose. BriefCam does not guarantee that Investigator for the CloudTM will perform in accordance with any specifications. Specifically, without derogating from the generality of the above, the Potential Customer is aware that Investigator for the CloudTM may not be GDPR and SOC 2 compliant and that Investigator for the CloudTM is not yet fully stabilized and there may be downtime or data loss. 3. Limitation of Liability. EXCEPT FOR BODILY INJURY OR DEATH CAUSED BY NEGLIGENCE, OR FRAUD, BRIEFCAM WILL HAVE NO LIABILITY OF ANY SORT WITH RESPECT TO THIS AGREEMENT, INVESTIGATOR FOR THE CLOUDTM, ITS FUNCTIONING OR MAL- FUNCTIONING OR ITS USE BY THE POTENTIAL CUSTOMER- UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF LAW. 4. Provision of feedback. Upon BriefCam's requests from time to time, the Potential Customer will provide oral or written feedback to BriefCam as to the functioning of InvestigatorTM and its effectiveness.The Potential Customer will provide BriefCam contact details for a specific person to whom BriefCam may turn for such oral or written feedback. The Potential Customer is aware that BriefCam will also monitor the functioning and effectiveness using remote access to InvestigatorTM. If the Potential Customer does not check the box below, BriefCam will be entitled to copy and use video material uploaded by the Potential Customer for its own internal machine learning purposes. The confidentiality and non-disclosure provisions of the Terms of Use of course will apply to such copying and use by BriefCam. BriefCam's right to copy and use the video material will survive the termination of this Agreement. 0 We do NOT agree to use by BriefCam of uploaded video material for BriefCam internal machine learning purposes. 5. Application of Provisions of Terms of Use. The following sections ofthe terms of use published from time to time with regard to Investigator for the CloudTM (the "Terms of Use") will apply to the license of Investigator for the CloudTM under this Agreement: Permitted Use, Title to Software and Proprietary Rights, Third Party Software Components, Licensee Representations, Indemnity to BriefCam for Third Party Claims, Miscellaneous,Privacy and Data Protection Notice. 6. Term and Termination. This Agreement will be effective from the Effective Date and will automatically terminate at the end of the Trial Period.BriefCam will give potential customer 60 days-notice before the end of the Trial Period. Either party will be entitled to terminate this Agreement at no liability to itself with immediate effect at any time prior to the end of the Trial Period by written notice to the other party. Immediately upon termination (unless the Potential Customer has commenced commercial use of Investigator for the CloudTM), the Potential Customer will copy its files from storage in the context of Investigator"M and will cease using Investigator for the CloudTM. Should the Potential Customer fail to copy its files, Brieftam will be entitled to delete them and the Potential Customer will have no claims against BriefCam. Potential Customer: BriefCam Ltd. City of Glendale Police Department , By: By: Name: Michal Hillel Name:Chris Briggs Title: CFO Title: Chief of Police Date: February 3, 2020 Date: A/ 3 /Lo.1C) ATTEST: 46._.7 City Clerk APProved as to form . ey BRIEFCAM LTD. END USER LICENSE AGREEMENT THIS END USER LICENSE AGREEMENT ("EULA") IS AN AGREEMENT BETWEEN YOU ("LICENSEE")AND BRIEFCAM LTD.("BRIEFCAM")WHICH SETS FORTH THE TERMS OF THE LICENSE GRANTED BY BRIEFCAM TO LICENSEE AS TO THE SOFTWARE, AS DEFINED BELOW. THIS EULA PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. READ IT CAREFULLY BEFORE USING THE SOFTWARE. BY SELECTING THE "I AGREE / I ACCEPT" BUTTON YOU ARE CONFIRMING YOUR ACCEPTANCE OF THIS LICENSE TO USE THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA,DO NOT INSTALL OR USE THE SOFTWARE. "Documentation" means the user manual and additional written materials (including online documentation) provided upon installation of the Software or thereafter, and as may be updated from time to time by BriefCam by written notice to LICENSEE. "GDPR" means the Regulation(EU)2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data,and repealing Directive 95/46/EC. "Order Form" a form issued by BriefCam to Licensee upon the purchase of the Software which includes the specifications of the Software License purchased thereunder, including the Software version, the permitted uses under the purchased license, the number of permitted users and such other permissions and limitations on use as BriefCam may impose. "Personal Data" means any identifying or identifiable information relating to a natural person; identifying or identifiable information regarding a natural person is information that can identify such person, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical,physiological,genetic,mental,economic,cultural or social identity of that natural person. "Software" shall include any software component provided to LICENSEE or made available for use by LICENSEE by BRIEFCAM, any enhancements, translations, modifications, updates, releases, versions, Third Party Components, and other changes to such software programs, the Documentation,sample files, extension files, or other tools and utilities which are provided under this EULA. "Technical Information"shall mean information and statistics relating to the functioning and use of the Software provided such information is not Personal Data. "Third Party Components"means components of the Software,whether in the form of a runtime version or object code, provided by third party vendors to BRIEFCAM for inclusion as an embedded component of the Software object code or utilities. LICENSE Grant of License. Subject to the terms herein, BRIEFCAM grants LICENSEE a non-exclusive, non-transferable license to use the current object code version of the Software solely for the Permitted Use(as defined below),according to the instructions and authorization in the Order Form and the Documentation,and in strict compliance with this EULA. 1 License Fee. The license of the Software is conditional upon payment of the license fees in any Order Form or any other written agreement between the LICENSEE and BRIEFCAM or any authorized BRIEFCAM distributor or reseller,or-in the absence of such Order Form or any other written agreement-the license fees last published by BRIEFCAM(the"License Fee").If for any reason the payment of the License Fee is invalidated, the license will immediately lapse and the LICENSEE will not be entitled to use the Software. Trial Use. If this license is given as part of a trial use by the LICENSEE,it will expire immediately at the end of the trial period as that period is defined in any agreement between the LICENSEE and BRIEFCAM or any authorized BRIEFCAM distributor or reseller, or - in the absence of such agreement-on any Order Form and, if not so defined,one month after acceptance of the terms of this EULA. Permitted Use. LICENSEE is permitted to use the Software solely as specifically permitted under the Order Form,the Documentation and this EULA.Notwithstanding the above,LICENSEE may not: • Make any use prohibited by any applicable law or for any purpose prohibited by any applicable law. • Create derivative works of the Software; • Use the Software for general application development purposes; • Use the Software for commercial time-sharing, rental,outsourcing, or service bureau use, or for training persons other than for its own employees and consultants; • Use Third Party Components included in the Software as a separate, stand-alone product or as a component in a program other than the Software, unless a suitable license for the Third Party Component as integrated in such other program was purchased by the LICENSEE; • Alter,maintain,enhance or otherwise modify the Software; • Make any additional copies of the Documentation; • Cause or permit,either through its direct efforts or through any third party,the disassembly, de-compilation,or reverse engineering of the Software; • Attempt to create or permit others to attempt to create, by reverse compiling or disassembling or otherwise, any part of the source code of the Software from the object code or from other information made available to LICENSEE. The restrictions on LICENSEE provided in this section shall be given the maximum effect permitted according to applicable law. Material Terms and Conditions. LICENSEE specifically agrees and acknowledges that, without affecting the materiality of any other provision of this EULA, each of the terms and conditions of this section are material and that failure of LICENSEE to comply with these terms and conditions shall constitute sufficient cause for BRIEFCAM to immediately terminate this EULA. 2 TITLE TO SOFTWARE AND PROPRIETY RIGHTS Ownership of Licensed Software. The Software and all copies thereof are proprietary to BRIEFCAM and title thereto is and remains vested with BRIEFCAM. All applicable rights to patents,copyrights,trademarks,trade secrets,moral rights and any other intellectual property right in and to the Software or any modifications or derivative works belong to and shall remain the sole property of BRIEFCAM. LICENSEE acknowledges that the license granted under this EULA: (i) does not provide LICENSEE with title to or ownership of the Software, including any enhancements, updates or other modifications to the Software, whether made by BRIEFCAM or any third party; and (ii) that the license granted under this EULA provides the LICENSEE only with a right of limited use under the terms and conditions of this EULA.All rights not expressively granted to LICENSEE are reserved and retained by BRIEFCAM. Transfer to Third Party. LICENSEE may not sell, license, sublicense,publish, display, distribute, or otherwise transfer to any third party the Software or any copy thereof,in whole or in part. Supplemental Software Components: LICENSEE acknowledges that any development of the Software or the Documentation(including all applicable rights to patents,copyrights,trade secrets, moral rights and any other intellectual property right) based on suggestions or requests for information by the LICENSEE will remain the property of BRIEFCAM,and the LICENSEE shall have no right or claim to such development other than to use such development as a LICENSEE subject to the terms of this EULA. Use of Trademarks:BRIEFCAM's trademarks(including,without limitation,BRIEFCAM's name and logo, and the Software's commercial name) may only be used to identify printed output produced by the Software. Such use of a trademark does not grant LICENSEE any rights of ownership in that trademark. In no event shall the LICENSEE remove BRIEFCAM's logo, copyright or patent symbol or any other BRIEFCAM or third party proprietary markings or proprietary legends placed upon or contained within the Software or automatically affixed to its output. Material Terms and Conditions. LICENSEE specifically agrees that, without affecting the materiality of any other provision of this EULA, each of the terms and conditions of this section are material and that failure of LICENSEE to comply with these terms and conditions shall constitute sufficient cause for BRIEFCAM to immediately terminate this EULA and the license granted under this EULA. THIRD PARTY SOFTWARE COMPONENTS The Software includes certain Third Party Components which have been made available to the public according to certain terms and conditions (Third Party Licenses) as may be updated from time to time. Therefore, this EULA shall apply to Third Party Components only to the extent permitted by the respective Third Party Licenses. In any event of a conflict or contradiction between this EULA and the provisions of a Third Party License, the provisions of the respective Third Party License shall prevail over the provisions of this EULA with regard to the respective Third Party Software Component. A list of the SOFTWARE's third party software component is annexed to this EULA and serves as an inseparable part of the EULA. 3 USE OF THE SOFTWARE Performance. LICENSEE acknowledges that in order to achieve best results using the Software, the Software must be used solely as permitted under the Order form, the Documentation and hereunder. Any attempt to use the Software other than as permitted under the Order form, the Documentation and hereunder will be a breach of this EULA and may result in poor results. Minimum Requirements. System requirements detailing the minimum software and hardware requirements for the proper installation and use of the Software are contained in the Documentation. LICENSEE warrants and represents that it has met the minimum software and hardware requirements. LICENSEE REPRESENTATIONS Restricted Uses. LICENSEE acknowledges that the Software, when used with certain equipment or other software, may enable LICENSEE to perform surveillance actions and personal data collection and processing, which may be restricted by or contrary to applicable law, including without limitation, privacy protection laws and criminal law.The sole responsibility to verify that each and every use of the Software is made in full compliance with any applicable law including but not limited to the GDPR and any other data protection and/or privacy laws and regulations in LICENSEE's jurisdiction,lies with LICENSEE.Respectively,BRIEFCAM will not be responsible or liable to or be held accountable, in any way, for any violation of any laws including, but not limited to,data protection and privacy laws,by the LICENSEE while using the Software. LICENSEE represents and confirms that(i)it shall examine the Software and shall continue to use it only if it has found the Software to be suitable for its purposes;(ii)it is aware that the Software collects and processes Personal Data, supplied to it by LICENSEE through any video source, including cameras, DVRs, NVRs or in any other manner, and that BRIEFCAM shall have no responsibility or liability in connection with the manner of which Personal Data is collected and processed as input to the Software or by using the Software, its quality or its sufficiency nor shall have any independent access to any such collected and processed Personal Data and that BRIEFCAM shall have no responsibility or liability as to LICENSEE's rights and obligations under any applicable law to collect,process or use Personal Data,including,but not limited to the GDPR and any other laws relating to privacy and data protection (for further input on privacy and data protection, please refer to the Privacy and Data Protection Notice below); (iii) Licensee is aware that the use of the Software may result in extensive wear of equipment and hardware components used by LICENSEE (including its cameras/DVR/NVR) in conjunction with the Software; (iv) licensee is aware that the Software relies on the security measures employed by LICENSEE in its protection of the Personal Data stored on its systems and does not provide additional security protection to Personal Data processed by it and that LICENSEE maintains appropriate technical and organizational measures to protect Personal Data in accordance with the specific laws of LICENSEE's jurisdiction and the jurisdiction in the countries where LICENSEE uses the Software and(v)that due to the time required for the DVR/NVR to record data,there may be some latency between the present time and the processed data. 4 LICENSEE hereby irrevocably waives any claim for damages due to the use of the Software or due to any defect or malfunction resulting from or connected to the use of the Software, including damages related to or based upon: • Limited functionality or non-functionality of the Software; • Non-compatibility with LICENSEE's software or hardware systems or printers/press machines; • Fitness to any of LICENSEE's needs, operational requirements or particular use; • Loss of data or business opportunities due to software failures or hardware or software conflicts; • LICENSEE's legal obligations regarding collecting, storing and processing personal data including,but no limited to,data-breach,data-protection and LICENSEE's lawful basis to collect, store and process data by using the Software. • The Documentation provided by BRIEFCAM or the Order Form. • Any of the representations made by LICENSEE hereinabove. NO WARRANTY EXCEPT AS MAY HAVE BEEN EXPLICITLY AGREED BETWEEN BRIEFCAM AND THE LICENSEE IN AN AGREEMENT SIGNED BY BOTH OF THEM(SUCH AGREEMENT WILL OVERRIDE THE PROVISIONS OF THIS SECTION), BRIEFCAM MAKES NO PROMISES OR REPRESENTATIONS AND EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ANY WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE. ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR AS TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS ARE EXPRESSLY EXCLUDED, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. BRIEFCAM SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS EULA FOR DAMAGES OF ANY SORT ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF THE SOFTWARE - WHETHER CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES,COST OF COVER,LOSS OF REVENUE OR PROFIT OR COMMERCIAL LOSS OR LOSS OF DATA, OR DAMAGE TO OTHER SOFTWARE OR OTHER COMPUTERS OR COMPUTER MALFUNCTION OR DOWNTIME, IRRESPECTIVE OF THE THEORY UPON WHICH ANY CLAIM MAY BE BASED, EVEN IF BRIEFCAM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IT IS CLARIFIED THAT BRIEFCAM SHALL HAVE NO LIABILITY FOR ANY DAMAGE AS A RESULT OF: • ACCIDENT,MISUSE OR ABUSE OF THE SOFTWARE; • SERVICE OR MODIFICATION MADE TO THE SOFTWARE BY ANYONE 5 OTHER THAN BRIEFCAM; • THE SOFTWARE BEING INSTALLED, IMPLEMENTED AND OPERATED OTHER THAN IN ACCORDANCE WITH ALL THE INSTRUCTIONS IN THE ORDER FORM OR DOCUMENTATION; • LICENSEE'S FAILURE TO PROPERLY INSTALL ALL UPDATES MADE AVAILABLE WITH RESPECT TO THE SOFTWARE, AND UPDATES RECOMMENDED BY BRIEFCAM WITH RESPECT TO THIRD PARTY COMPONENTS (INCLUDING OPERATING SYSTEM SOFTWARE) THAT MATERIALLY AFFECT PERFORMANCE OF THE SOFTWARE; • LICENSEE'S FAILURE TO PROPERLY MAINTAIN ALL ASSOCIATE EQUIPMENT, SOFTWARE AND ENVIRONMENTAL CONDITIONS IN ACCORDANCE WITH APPLICABLE SPECIFICATIONS AND INDUSTRY STANDARDS;AND • LICENSEE'S FAILURE TO INTRODUCE OTHER EQUIPMENT OR SOFTWARE CREATING AN ADVERSE IMPACT ON THE SOFTWARE. • LICENSEE'S LEGAL OBLIGATIONS REGARDING COLLECTING, STORING AND PROCESSING PERSONAL DATA WITH REGARD TO THIRD PARTIES IN ADDITION, BUT NOT LIMITED TO, DATA-BREACH, PROTECTION OF THE DATA COLLECTED, STORED AND PROCESSED BY LICENSEE ON THIRD PARTIES AND LICENSEE'S LAWFUL BASIS TO COLLECT, STORE AND PROCESS PERSONAL DATA BY USING THE SOFTWARE. LICENSEE ACKNOWLEDGES THAT BRIEFCAM'S THIRD PARTY COMPONENT LICENSORS MAKE NO WARRANTIES TO THE LICENSEE UNDER THIS EULA AND THAT BRIEFCAM SHALL BE SOLELY LIABLE AND RESPONSIBLE TOWARDS LICENSEE IN RESPECT OF LICENSEE'S USE OF THIRD PARTY COMPONENTS AS PART OF THE SOFTWARE. THE LIMITATIONS OF WARRANTY AND OF LIABILITY DETAILED IN THIS EULA ALSO SHALL APPLY TO ANY USE BY THE LICENSEE OF THIRD PARTY COMPONENTS AND THE BRIEFCAM WEBSITE. INDEMNITY TO BRIEFCAM FOR THIRD PARTY CLAIMS LICENSEE shall indemnify and hold harmless BRIEFCAM against any and all claims made by any third party,including costs in connection with the defense thereof,related to,resulting from or arising out of the collecting, storing, using, processing, displaying or printing of any data by the Software or by using the Software. TERMINATION Term. This EULA and the license granted hereunder shall commence upon acceptance by the LICENSEE of this EULA and shall continue until terminated by either party in accordance with the provisions contained herein. 6 Termination by BRIEFCAM.In addition to the automatic expiry of the License and BRIEFCAM's termination rights pursuant to the provisions of sections"License","Use of the Software"and"Title to Software" above and under law, BRIEFCAM shall have the right to terminate this EULA and the license granted herein upon the occurrence of any of the following events: • LICENSEE(i)terminates or suspends its business;(ii)becomes insolvent or generally fails to pay,or admits in writing its inability to pay its debts as they become due;(iii)becomes subject to any bankruptcy or insolvency proceeding, or to direct control by a trustee, receiver or liquidator; or(iv)has wound up or liquidated,voluntarily or otherwise. Actions Following Termination. Within seven (7) days after termination of this EULA, for whatever reason,LICENSEE shall return to BRIEFCAM the Software and the Documentation,and deliver to BRIEFCAM a certification, in writing signed by an officer of LICENSEE, that the Software and all copies thereof have been returned or destroyed,as requested by BRIEFCAM,and their use discontinued. Termination for IP Violations.The foregoing notwithstanding, in the event BRIEFCAM exercises its right to terminate this EULA pursuant to sections "License" and "Title to Software" above, BRIEFCAM shall have the right to take immediate possession of the Software and the Documentation and all copies thereof wherever located, and the LICENSEE hereby irrevocably agrees to allow the entrance of BRIEFCAM's agents to the LICENSEE's premises for the purpose of taking possession of all copies of the Software and the Documentation,and not to interfere with such action. MISCELLANEOUS Compliance with Laws.LICENSEE shall be responsible to ensure the compliance with government regulations and procedures in LICENSEE's jurisdiction, including, without limitation, any data protection and privacy regulations(including the GDPR),and import regulations or related charges. Without derogating from the limitations on transfer contained herein, LICENSEE shall not ship, transfer or export into any country,or use,the Software in any manner prohibited by any applicable export laws,restrictions or regulations. Prohibited Use.This EULA does not cover use of the Software for the purpose of,or in connection with, a violation of the human rights of any person as set out in the United Nations Universal Declaration of Human Rights. Any such use is prohibited and is a material breach of this EULA causing the whole EULA for the Software to lapse immediately without notice rendering any further use of the Software unlawful. Entire Agreement; Amendment and Waiver. This EULA constitutes the full and entire understanding and agreement between the parties with regard to the subject matters hereof, supersedes all prior courses of dealings, proposals and negotiations between BRIEFCAM and LICENSEE and no representations, communications, negotiations or statements not expressed herein shall be binding upon BRIEFCAM. Any term of this EULA may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this EULA. Should LICENSEE have signed any agreement with BRIEFCAM or with an affiliated corporation 7 of BRIEFCAM's prior to accepting the terms of this EULA or afterward, and should such agreement contain a term or terms which relate to substantially the same matter or matters as a term of this EULA,the term or terms of such agreement will apply and the relevant term or term(s)of this EULA will not apply in the relationship between LICENSEE and BRIEFCAM with regard to such matter or matters. Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to BRIEFCAM upon any breach or default under this EULA shall be deemed a waiver of any other breach or default theretofore or thereafter occurring. Severability. If any provision of this EULA is held by a court of competent jurisdiction to be unenforceable under applicable law,then such provision shall be excluded from this EULA and the remainder of this EULA shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms;provided,however,that in such event this EULA shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction. Successors and Assigns;Assignment.The terms and provisions of this EULA shall be binding upon and inure to the benefit of the parties to this EULA and to their respective heirs,successors,assigns and legal representatives,except that LICENSEE shall not assign,sub-license or otherwise transfer the Software or any rights,duties or obligations under this EULA to any person or entity except as expressly permitted hereunder. Governing Law. This EULA shall be construed in accordance with and governed for all purposes by the substantive laws of the State of Israel without regard to principles of conflicts of law. Any conventions regarding the international sale of goods or similar, including, without limitation,the United Nations Convention on Contracts for the International Sale of Goods,shall not apply to this EULA. Jurisdiction.The courts of Jerusalem,Israel,shall have the sole and exclusive jurisdiction over any dispute between the parties hereto,and any claim by LICENSEE against BRIEFCAM's employees, ex-employees, officers, agents, or affiliates. LICENSEE hereby submits irrevocably to the jurisdiction of such venue.Notwithstanding the aforesaid, and without derogating from the effect thereof, BRIEFCAM may initiate proceedings against the LICENSEE in any other court of competent jurisdiction. PRIVACY AND DATA PROTECTION NOTICE This Notice is an integral part of the above End User License Agreement and forms a complete part thereof. 1. GENERAL The Software is capable of processing video content through recognizing,extracting and indexing objects and individuals ("Subjects"), along with information about the type and attributes of Subjects as well as location and time parameters. 8 Furthermore, the software can search for specified characteristics of Subjects and present a summary of the recurrences of such specified characteristics and expand any summarized item to present the full footage. BRIEFCAM does not and will not control, collect, store or process Personal Data through use of the Software by the LICENSEE.The LICENSEE is the controller or processor of the data and will be the one determining the lawful basis to collect or process the data, in accordance with its sole discretion as well as to ensure compliance with the applicable legal provisions regarding privacy and data protection. By default,the Software deletes data within 30 days of its collection or storage by the LICENSEE. Bookmarked data will not be automatically deleted from the LICENSEE's data base, until LICENSEE actively deletes it.For more information regarding the Software's default data retention policy,please refer to the Documentation BRIEFCAM HAS NO CONTROL WHATSOEVER OVER THE MANNER OF WHICH, AND THE PURPOSE FOR WHICH, THE LICENSEE COLLECTS, STORES, PROCESSES AND USES PERSONAL DATA THROUGH THE SOFTWARE.THE LICENSEE HAS EXCLUSIVE CONTROL AND DISCRETION OVER THOSE MATTERS. NOTWITHSTANDING THE SOFTWARE'S DEFAULT DATA RETENTION POLICY, LICENSEE HAS EXCLUSIVE DISCRETION TO ALTER THAT DEFAULT. 2. TERMS REGARDING DATA PROVIDED BY LICENSEE TO BRIEFCAM LICENSEE acknowledges and agrees that the Software may include a function which collects Technical Information regarding LICENSEE's use of the Software,and transmits such information to BRIEFCAM solely for analytical purposes. BRIEFCAM may provide LICENSEE with technical support and maintenance services which address technical problems arising in the course of LICENSEE'S use of the Software (in this section: "Support Services"). The provision of Support Services may require access by BRIEFCAM to LICENSEE's systems through Screen Sharing. Such access shall be supervised by LICENSEE,be granted solely for the specific period required to provide the Support Services,and shall not include download of data to BriefCam computers. BRIEFCAM will maintain confidentiality when providing the Support Services. IN NO EVENT WILL THE SUPPORT SERVICES INCLUDE COLLECTING, STORING OR PROCESSING OF PERSONAL DATA BY BRIEFCAM.NO PERSONAL DATA WILL BE RECEIVED FROM LICENSEE IN ORDER FOR BRIEFCAM TO PROVIDE SUPPOR SERVICES. LICENSEE shall apply proper data protection and cyber security measures (organizational and technical) to secure receipt of the Support Services, and BRIEFCAM shall not be liable or responsible to any cyber security and/or data protection risks or any loss or damage resulting therefrom. LICENSEE waives and rescinds any and all claims, demands, complaints or actions of any kind against BRIEFCAM, as a result from receiving Support Services from BRIEFCAM. 3. CONFIDENTIALITY AND NON-DISCLOSURE In creating the Software and its different functions, considerations relating to the privacy and 9 security of the LICENSEE have been taken into account.BRIEFCAM has a policy of honoring and protecting the privacy of LICENSEE, and accordingly BRIEFCAM will keep any confidential information it is exposed to under confidentiality and will refrain from disclosing or forwarding to third parties any such confidential information, if and to the extent confidential information is actually disclosed to BRIEFCAM. Notwithstanding the aforementioned, upon the occurrence of one of the instances set out hereunder, and to the extent permitted by any applicable law, BRIEFCAM may,but is not obligated to,disclose the aforesaid confidential information in part or in full. 1. In the event of a breach of the EULA or carrying out or attempt to carry out a prima facie violation of the provisions of any law; 2. Pursuant to the provisions of any law under which BRIEFCAM is obligated to provide such confidential information or part thereof to any third party; 3. In the event of a dispute,disagreement or any legal or quasi legal proceeding between the LICENSEE and BRIEFCAM; 4. In the event that BRIEFCAM believes that disclosure of the confidential information may prevent serious harm to the LICENSEE,his life,his health or property,and any damage as aforesaid to any third party; 5. In the event that the activities or assets of BRIEFCAM are transferred to another corporation, BRIEFCAM shall be permitted to provide all the information in its possession to the corporation that shall acquire BRIEFCAM's activities or assets, provided that the corporation accepts upon itself the provisions of data protection and privacy contained herein or any similar policy of data protection and privacy. The above reservation of rights by BRIEFCAM will not impose upon BRIEFCAM any obligation to report or provide information to any party, and no person will have any claim or suit against BRIEFCAM flowing from the transfer or provision of information or the no transfer or no provision of the aforesaid information. See also Brieftam's Third Party Software Component List document located in the BriefCam Server installation folder. 10