Contract # : 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.
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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.
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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.
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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.
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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
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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.
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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
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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.
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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
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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.
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