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User License Agreement

You are about to access proprietary Software belonging to Arrowsight, Inc. ("Arrowsight"). Any use of this Software constitutes agreement to the terms of this User License Agreement ("Agreement"). Any attempt to circumvent or bypass the license terms or to disclose, copy, disseminate, sublicense, distribute, decompile or reverse-engineer the Software is strictly prohibited.

The Software is confidential and the subject of copyright protection under the United States Copyright Act, 17 U.S.C. Sec. 101, et seq., and pertinent international treaties and conventions. All rights reserved. Patent Pending.

1. “Software” means the Arrowsight software located on the video server and the management server you are accessing, as well as Arrowsight's client-side software located on your computer. Arrowsight’s management server software is the enabling, front-end application of Arrowsight’s proprietary, Internet-based video monitoring, search, and summarization service using Arrowsight's proprietary security and surveillance technology. Arrowsight's video server software links to Arrowsight's management server software. Arrowsight's client-side software is the proprietary software installed on your computer to enable you to retrieve video and other data from the video server. The Software includes, but is not limited to, algorithms, electronic computer protocols, routines, subroutines, and programs, as well as the command and user interfaces, consisting of logic instructions in machine-readable code, developed by or on behalf of Arrowsight, and any bug fixes, supplements, updates, revisions, modifications, improvements, upgrades, enhancements, derivatives, and changes thereto that are made from time to time.

2. License: For so long as the user complies with this Agreement and any other contract terms applicable to user's use of the Software, Arrowsight hereby grants to the registered user of this Software a limited, worldwide (subject to export controls), revocable, personal, non-sublicensable, and non-exclusive license to access and use the Software solely for the purpose for which Arrowsight has designed it as described above.

3. Ownership: The Software and all rights in it are the property of Arrowsight. All rights that you may acquire in the Software, including all associated goodwill, are the sole property of Arrowsight and are hereby assigned to Arrowsight.

4. Registration: The Software may be accessed and used only by authorized users who have registered with Arrowsight. You agree to cooperate with Arrowsight, at Arrowsight’s expense, in Arrowsight’s name and on its behalf, in obtaining any copyright, patent, or other intellectual property protection for the Software or any portion thereof in any jurisdiction and to execute any assignment, registered user agreement, license recordation authorization, or other document reasonably requested by Arrowsight.

5. Obligations and Prohibitions: You have an affirmative duty to protect the Software by keeping it confidential and using your best efforts to protect it from unauthorized disclosure to and subsequent use by any third party. The following actions are strictly prohibited:
a. Copying, reproducing, or modifying all or any portion of the Software.
b. Granting a security interest in the Software.
c. Lending, distributing, selling, renting, republishing, giving away, or leasing all or any portion of the Software and any original or copy of it.
d. Reverse engineering, decompiling, disassembling, reverse translating, or in any manner decoding the object code of the Software in order to derive any source code form.
e. Creating derivative works, as that term is defined under the U.S. Copyright Act, 17 U.S.C. § 101, et seq.
f. Transmitting, exporting, or re-exporting the Software or any underlying information or technology except in full compliance with this Agreement and all U.S. statutes, rules, and regulations pertaining to the export of technology or information.
g. Accessing or using the Software in violation of any statutes, rules, or regulations including, but not limited to those pertaining to confidentiality, data collection, and privacy.
h. Filing any application for the issuance of letters patent or for registration of any trademark, service mark, copyright, or any other proprietary interest in or for the Software anywhere.
i. Using the trademarks, service marks, logos, domain names, or trade names of Arrowsight or ADT Security Services, Inc., without their prior written permission.
j. Altering or removing any proprietary notices affixed to or contained in the video server, the Software, or any reports produced through access to and use of the Software.
k. Using the Software in any pornographic, defamatory, libelous, or other unlawful manner.

6. Disclaimer of Liability: ARROWSIGHT WILL NOT BE LIABLE FOR, AND YOU HEREBY WAIVE THE RIGHT TO CLAIM, ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS), PUNITIVE OR EXEMPLARY DAMAGES DIRECTLY OR INDIRECTLY RELATING TO OR ARISING OUT OF THE BREACH OF THIS AGREEMENT, OR OTHERWISE, SUCH AS YOUR INABILITY TO USE THE SOFTWARE, LOSS OF DATA, OR FOR ANY OR ALL LOSS OR DAMAGE RELATING TO OR ARISING OUT OF A THIRD PARTY'S UNAUTHORIZED ACCESS TO YOUR COMMUNICATIONS TRANSMITTED OVER OR VIA THE SOFTWARE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN, EVEN IF ARROWSIGHT HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. THIS DISCLAIMER OF LIABILITY IS INDEPENDENT OF THE AGREED REMEDY IN PARAGRAPH 7, BELOW.

7. Limitation of Remedies: YOUR SOLE AND EXCLUSIVE REMEDY, AND ARROWSIGHT'S MAXIMUM AND EXCLUSIVE REMEDIAL OBLIGATION, IF ANY, TO YOU, WILL IN NO EVENT EXCEED THE DIRECT DAMAGES SUFFERED BY YOU UNDER THIS AGREEMENT.

8. Disclaimer and Exclusion of Warranties: EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, ARROWSIGHT DOES NOT MAKE, AND HEREBY SPECIFICALLY DISCLAIMS AND EXCLUDES, ANY WARRANTIES PERTAINING TO THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES, IN WHICH THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR PHYSICAL OR ENVIRONMENTAL DAMAGE. ARROWSIGHT SPECIFICALLY DISCLAIMS AND EXCLUDES ALL EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO ANY MATERIALS ACCESSIBLE BY USE OF THE SOFTWARE. ACCESS TO SUCH MATERIALS IS NOT INTENDED BY ARROWSIGHT TO BE A REFERRAL OR ENDORSEMENT OF THE ENTITIES PROVIDING THE MATERIALS. THE USE OF THE MATERIALS IS AT YOUR OWN RISK AND THE MATERIALS ARE, TO THE EXTENT ACCESSIBLE BY USE OF THE SOFTWARE, MADE AVAILABLE BY ARROWSIGHT ON AN “AS IS” BASIS. THE ENTIRE RISK ARISING OUT OF USE OF THE MATERIALS REMAINS WITH YOU.

9. Term and Termination: This Agreement will remain in effect for so long as you access or use the Software unless you fail to comply with any of the terms and conditions of this Agreement or any amendment to this Agreement, or you fail to pay the fees associated with your use of the Software. You may terminate this Agreement without notice at any time for any reason. Upon termination of this Agreement, you must cease access to and use of the Software.

10. Separability and Severability: In the event any provision of the Agreement is determined by a court of competent jurisdiction to be illegal, invalid, or otherwise unenforceable under applicable law, such provision shall be deemed severed from this Agreement, and all remaining provisions shall remain binding, enforceable, and in full force and effect. No term or condition will be deemed dependent upon any other term or condition unless so expressed therein.

11. Waivers: No waiver of any provision of this Agreement (or any right or default hereunder) shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced and then shall be effective only for the instance given.

12. Transfer and Assignment: Arrowsight may, in its sole discretion, transfer and assign this Agreement. You may not transfer or assign your rights or obligations under this Agreement, without the express prior written consent of Arrowsight. This Agreement will inure to the benefit of and be binding upon Arrowsight and you, as well as all your respective permitted successors and assigns.

13. Captions: All paragraph captions are solely for our mutual convenience and are not to be considered a part of the text or in any way to limit or affect the meaning of this Agreement.

14. Entire Agreement: This Agreement contains the entire agreement between Arrowsight and you with respect to the Software. This Agreement supersedes all prior and collateral or contemporaneous agreements or arrangements between Arrowsight and you with respect to the subject matter hereof, including, but not limited to, any prior versions of this Agreement to which you may have previously agreed in order to access or use the Software.

15. Choice of Law and Forum: Arrowsight’s chief executive office is located in New York. To the extent not governed by U.S. Federal law, the parties each hereby acknowledge and agree that this Agreement is governed by and construed in accordance with the laws of the State of New York. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. The parties further agree that all disputes arising hereunder will be heard exclusively by a court of competent jurisdiction in the City and State of New York.

16. U.S. Government License Rights and Restrictions: The Software is provided to the U.S. Government with the commercial license rights and restrictions stated in this Agreement, in subparagraph (a) of the Rights in Commercial Computer Software or Commercial Computer Software Documentation clause at DFAR, 48 CFR 227.7202-3, and in subparagraphs (c)(1) and (2) of the Commercial Computer Software--Restricted Rights clause at FAR, 48 CFR 52.227-19, as appropriate. Manufacturer is Arrowsight, Inc., 45 Kensico Drive, 2nd Floor, Mount Kisco, New York 10549.

17. Survival: The terms contained in this Agreement that by their sense and context are intended to survive the performance hereof by either or both Arrowsight and/or you shall so survive the completion of performance or termination of this Agreement.

18. Reasonableness of Restrictions: YOU CONFIRM THAT YOU HAVE CAREFULLY READ AND CONSIDERED THIS AGREEMENT AND, AGREE THAT THE RESTRICTIONS SET FORTH ARE FAIR AND REASONABLY REQUIRED FOR THE PROTECTION OF ARROWSIGHT AND ITS BUSINESS, EMPLOYEES, DIRECTORS, AND SHAREHOLDERS.