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Terms of Use

Cernium Corporation Services Agreement

This Services Agreement ("Agreement") is between You ("YOU" OR "YOUR") and Cernium Corporation ("Cernium"). In consideration of the right to access and use Cernium's ARCHERFISH WEBSITE, http://www.myarcherfish.com OR HTTP://PORTAL.MYARCHERFISH.COM ("Website"), and receive services offered through the Website and related services intended only for the use set forth in Section 17 below ("Services"), You agree to the terms and conditions of use set forth in this Agreement and acknowledge that You are at least 18 years of age. Your continued use of the services indicates Your agreement to be legally bound by the terms and conditions of this Agreement as set forth below. This Agreement applies to the Services currently offered by cernium and any Services that Cernium may choose to offer in the future (unless stated otherwise).

  1. Covenant to Read Agreement. You acknowledge that You have read this Agreement and accept the terms thereof. If You do not agree to these terms and conditions, You may not access or otherwise use the Website or the Services.
  2. Cernium's Use of Independent Contractor to Provide Application Services. The term "Provider," when used in this Agreement, shall refer to Cernium as well as any independent contractor(s) engaged by Cernium to perform some or all of the Services. Cernium has contracted with an independent contractor to provide some or all of the Services, including without limitation the storage of images that You may record using the Services. You acknowledge and consent to the provision of some or all of the Services by any independent contractor(s) engaged by Cernium for such purposes. You also acknowledge and consent to the use of a reputable third-party credit card processing service in connection with the receipt and processing of payments for the Services.
  3. Description of Services.
    1. The Services include an Internet protocol-based facility for viewing and/or recording images ("Images") and receiving data ("Data") generated by, or as a result of using, video cameras and other related products that are purchased and installed by You, or on Your behalf by a third party. The Images may be a "live" or recorded video stream, or one or more "still" video images. The Data may consist of data produced as a result of analysis of the Images, or from contact, temperature, water, or other sensors, to the extent such sensors are available and supported by the system.
    2. In order to use this Website or the Services, You must register and create an account. You agree to provide only accurate and complete registration information, including Your real name. The Services include the ability to designate Authorized Individuals ("Authorized Individuals") to access Your Images and Data. You are solely responsible for obtaining the necessary permission and rights to designate such individuals as Authorized Individuals under Your account and to authorize Cernium to provide the Images and Data to such Authorized Individuals.
    3. In some cases, You may set controls through Your account to provide for automatic or manual operation of Image recording. The Images and Data (both of which may only be obtained or stored consistent with the Intended Use set forth below in Section 17) may be recorded, stored, backed-up and archived by Provider. You may use up to 50 megabytes of storage for such purposes at any given time, or such additional storage as Cernium may permit in its sole discretion from time to time. Any storage that exceeds the limit set forth above may be deleted without notice and will be unrecoverable.
    4. You are responsible for establishing, configuring, and using the Services and Your video camera(s) and related products in a lawful manner and for obtaining any transmission or Internet access service and related facilities. You are responsible for maintaining the confidentiality of all passwords that may be issued to You in connection with the use of the Services.
    5. The Services do not include monitoring of Your Images or Data by Provider for any reason other than as set forth in Section 4, and the Services, including the Images and Data, are not intended to be used as a security system or a component of a security system.
  4. Provider's Control Over Website; Your Control Over Data and Images.
    1. The Images and other Data collected and stored by You are Your property. Provider will not appropriate Your Images or Data without Your written consent, provided that Provider may act for the purposes set forth below or in Cernium's Privacy Policy ("Privacy Policy"). Click here to view Cernium's Privacy Policy: http://www.myarcherfish.com/privacy.php. Use of the Services is subject to the Privacy Policy, incorporated herein by reference. To the extent there is a conflict between the terms of this Agreement and the Privacy Policy, this Agreement shall control.
    2. Provider reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the Website or any related software that may be used to provide the Services.
    3. You agree that Provider may, without notice to You, (i) report to the appropriate authorities any conduct that Provider believes violates applicable law, and (ii) provide any data or information, including Your stored Images and any other Data and Your confidential or identity information, in response to a lawful request from a law enforcement or government agency. Provider may provide any data or information, including Your stored Images and any other Data and Your confidential or identity information, in response to a formal request in a civil action that on its face meets the requirements for such a request.
    4. Provider does not control any information, images or material posted (collectively, the "Postings") on the Website by other users and, therefore, Provider does not guarantee the accuracy, integrity or quality of such Postings. Provider reserves the right, in its sole discretion, to refuse to post, or to remove any Posting of You or any other user, for any reason.
    5. Provider may remove any Data that has been stored using the Website that Provider discovers violates any terms of this Agreement or that is otherwise objectionable to Provider.
    6. You, not Cernium, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Data and Images and Cernium shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data and Images. Prior to storing any Data and Images using the Services, You shall, at Your own expense, obtain all third party consents and/or permissions that may be necessary and appropriate with respect to such Data and Images. Cernium reserves the right to withhold, remove and/or discard Images or Data without notice for any breach by You of this Agreement.
    7. You acknowledge and agree that any storage of Images and Data is subject to the storage capacity limit of the Services as set forth in Section 3(c) and as may be modified by Cernium, in its sole discretion, upon written notice to You of such modification ("Data Limit"), and that any storage of Images and Data that exceeds the then-current Data Limit may be deleted without notice and will be unrecoverable. Cernium reserves the right to establish or modify its general practices relating to storage of Data and Images.
  5. Cernium's Right to Amend Agreement or Limit Services.
    1. Cernium reserves the right, in its sole discretion, to change, modify, add or remove any portion of this Agreement, in whole or in part, at any time, without notice. Amendments to the Agreement will take effect immediately upon being posted to the Website, and Your continued use of the Website or Services constitutes Your acceptance thereof.
    2. Cernium may change, suspend or discontinue any aspect of the Website or Services at any time, including, but not limited to, content, services offered, products offered, database, hours of availability, and equipment or software needed for access or use.
    3. Cernium may also impose limits on certain features and Services or restrict Your access to parts or all of the Website, Your Images and Data without notice or liability.
  6. Intellectual Property & Ownership Rights.
    1. Subject to the terms and conditions in this Agreement, You are granted a non-exclusive, non-transferable, right to access the Services solely for use in conjunction with Cernium's other products, services and software, unless and until this Agreement is terminated.
    2. As between You and Provider, the Services and all components thereof, including but not limited to all software components, are the property of Provider, and Provider retains all right, title and interest to the foregoing, including any intellectual property rights such as trademarks, service marks and trade secrets, as well as any rights in copyrighted and/or patented materials provided to You as part of the Services. Except for the limited rights granted to You in this Agreement, You obtain no rights to the Services, and Provider reserves all rights not expressly granted to You. You hereby grant to Cernium a non-exclusive, non-transferable right and license to use the Images and Data during the term of this Agreement for the limited purposes of performing Cernium's obligations hereunder.
    3. All materials contained on the Website (the "Content"), excluding Your Images and other Data, are or may be protected by copyright and are owned or controlled by Provider or the party credited as the provider thereof. You will abide by any and all additional copyright or other intellectual property notices, information, or restrictions contained in any Content on the Website.
    4. USE OF ANY DOWNLOADED SOFTWARE BY YOU MAY ALSO BE SUBJECT TO THE TERMS OF A SEPARATE LICENSE AGREEMENT THAT WILL, IF APPLICABLE, BE SUBMITTED TO YOU PRIOR TO SUCH DOWNLOAD(S). YOU ACKNOWLEDGE AND AGREE THAT YOUR ABILITY TO USE THE SERVICES MAY BE AFFECTED BY OR CONDITIONED UPON YOUR AGREEMENT TO ONE OR MORE OF SUCH LICENSE AGREEMENTS.
    5. You hereby waive all rights to any claim against Provider for any alleged or actual infringements of any intellectual property rights, proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with any Images or other Data that may be transmitted by or for You in connection with the Services.
    6. You may not use, copy, modify, download or transfer the Services or any component of the foregoing, in whole or in part, except as expressly provided in this Agreement. You may not reverse engineer, disassemble, decompile, or translate any software components of the Services, attempt to derive the source code of any software components of the Services, create any derivative work from any software components of the Services, or authorize or assist any third party to do any of the foregoing. You may not rent, lease, loan, resell for profit, or distribute the Services, or any part thereof. You may not use the Services except in accordance with applicable laws and regulations, nor may You export the Services from and outside the United States of America except as permitted under the applicable laws and regulations of the United States of America.
  7. Your Covenants. You represent, warrant and covenant:
    1. that You will not use the Services or permit the Services to be used by any other person in a manner inconsistent with the Intended Use set forth below in Section 17 of this Agreement;
    2. that You shall not upload, post, store, view, transmit, distribute or otherwise publish through the Website or Services any materials that:
      1. restrict or inhibit any other person from using and enjoying the Website or Services;
      2. are unlawful, threatening, harassing, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit, invasive of another's privacy, hateful, tortuous or indecent;
      3. constitute surreptitious monitoring and/or recording of individuals conducting private activities while rightfully present at the premises being monitored or recorded;
      4. constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law;
      5. violate, plagiarize, or infringe the rights of third parties, including, but not limited to, intellectual property rights, rights of privacy or publicity or any other proprietary rights;
      6. contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other harmful components that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
      7. contain any information, software or other material of a commercial nature;
      8. contain advertising of any kind;
      9. constitute or contain false or misleading indications of origin or statements of fact; or
      10. would harm minors in any way.
    3. You also represent and warrant that You will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Website or any business being conducted on the Website or any Services offered. You may not take any action that imposes an unreasonable or disproportionately large load on the Website's infrastructure (e.g., the sending of mass e-mail or junk mail, known as "Spamming"). You may not disclose to or share Your account number or password with any third parties or use the password for any unauthorized purposes.
    4. You further represent and warrant that You will use the Services, the Website and all related products and software (i) for legal purposes only and (ii) consistent with the Intended Use set forth in Section 17 below, and any failure of You to abide by such promise shall give Cernium the immediate right to terminate this Agreement and shall immediately and automatically render void all rights of You and obligations of Provider under this Agreement to the fullest extent permissible by law.
    5. You will keep confidential all passwords and usernames issued to You, and You are solely responsible for any liability or damages resulting from any failure to maintain that confidentiality. You are also solely and fully responsible and liable for all activities that occur under Your password or username, or any password or username issued to You, including, but not limited to use of the Services by Authorized Individuals. You agree to do all of the following: (i) immediately notify Cernium if You suspect any breach of security such as loss, theft, or unauthorized disclosure or use of any password or username, (ii) ensure that You exit from Your account at the end of each session, and (iii) periodically change all passwords.
    6. You represent and warrant that You have obtained all necessary permission and rights from the Authorized Individuals under Your account to authorize Cernium to provide the Images and Data to such Authorized Individuals.
    7. You will not violate, plagiarize, or infringe any of Provider's rights, including intellectual property rights, in connection with the Website or the Services.
    8. You shall safeguard, protect, respect, and maintain as confidential any software components of the Services, and the underlying computer code to which You may obtain or receive access, and the functional or technical design, logic, or other internal routines or workings of any software components of the Services, which are considered confidential and proprietary to Cernium.
  8. Your Acknowledgments.
    1. You acknowledge that Provider may encrypt any Images or Data that are sent or stored in connection with Your use of the Services. Furthermore, while Provider generally maintains commercially reasonable Internet security devices, You acknowledge there is no way to achieve a predictable level of security over the Internet. Accordingly, You further acknowledge that any transmissions to and from the Website could potentially be read or intercepted by third parties not affiliated with Provider.
    2. You acknowledge that any reliance upon any Services offered, or related products or software, or any material on the Website or any of its links shall be at Your own risk.
    3. You are responsible for any and all fees, taxes, and expenses which may be incurred through the use of this Website or as the result of the purchase of Services.
    4. You acknowledge that by using the Website or the Services, You may be exposed to information or material that may be offensive, indecent, objectionable or otherwise inappropriate and that in no way will Provider be liable or held responsible for any such material.
    5. You acknowledge that You are solely responsible for maintaining the confidentiality of Your password and account information and that You are fully liable for all activities that occur under Your password or account. Additionally, You acknowledge that You will notify Cernium immediately if there has been any unauthorized use of Your password or account.
    6. You acknowledge that Provider does not attempt to review, edit, modify, regulate or control the content of any sites that are listed on or otherwise linked to the Website, (individually or collectively, a "Third Party Site") and that Provider shall not be held responsible or liable for the accuracy, legality, decency or copyright and trademark compliance of any Third Party Site or for any goods or services purchased from such site.
  9. Disclaimers.
    1. By using the Website and Services, You may have access to Third Party Sites, as well as resources and sponsors of the Website. Access and links to and from any Third Party Site do not constitute an endorsement by Provider or any of its subsidiaries or affiliates of any Third Party Site, or the resources or content available on those sites. Provider makes no guarantees as to Third Party Sites and information found on the Internet which You may access through use of the Website.
    2. Provider does not represent or endorse the accuracy or reliability of any advice, opinion, or other information displayed or distributed through the Website.
    3. Provider is not an author or editor of materials posted to the Website by users, and Provider is not responsible for any such materials posted thereby.
    4. Provider disclaims any and all responsibility for content contained in any third party materials provided through links on the Website.
    5. You understand that all of Your Images and Data ("Your Content") is Your sole responsibility, as the person from whom Your Content originated. This means that You, and not Provider, its affiliates, partners or suppliers, is entirely responsible for all Your Content that You upload, download, post, transmit, or otherwise back-up or store via the Services. You expressly agree that Provider does not control Your Content that You post via the Services, and Provider and its affiliates, partners and suppliers do not guarantee the accuracy, integrity, quality, or completeness of Your Content. There is a risk that others may attempt to access Your computer or Your Content through the Internet or connected networks. You acknowledge this risk as inherent to the nature of the Services and the related products and software, and You agree to take full responsibility for any unauthorized access to or loss of Your Content. Under no circumstances will Provider nor its affiliates, partners or suppliers be liable in any way for any loss or damage of any kind incurred as a result of the use, loss, or damage of any of Your Content uploaded, downloaded, posted, transmitted or otherwise backed-up or stored via the Services.
    6. While the Website may provide links to retailers and other vendors (collectively, "Merchants") who sell their products online, Provider does not endorse or control these independent Merchants. Accordingly, Provider does not provide any warranty or guarantee of any kind that You will be satisfied with the products or services offered by Merchants and Provider disclaims any and all responsibility for any such products or services purchased or otherwise used or obtained by You.
  10. Disclaimer of Warranty.

    11. THE SERVICES AND THIS WEBSITE AND ANY RELATED PRODUCTS AND SOFTWARE ARE PROVIDED "AS IS" AND "AS AVAILABLE." YOU UNDERSTAND AND EXPRESSLY AGREE THAT THE USE OF THE SERVICES AND THE WEBSITE AND ALL ITS CONTENTS AND ALL RELATED PRODUCTS AND SOFTWARE IS AT YOUR SOLE RISK, THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR (i) ANY BODILY INJURY OR DEATH TO YOU OR ANY THIRD PARTY THAT RESULTS FROM THE USE, DESIGN, MALFUNCTION, OR FAILURE OF THE WEBSITE OR SERVICES OR ANY RELATED PRODUCTS OR SOFTWARE OR (ii) ANY DAMAGE OR LOSS TO YOUR PROPERTY OR ANY THIRD PARTY'S PROPERTY THAT RESULTS FROM THE USE, DESIGN, MALFUNCTION, OR FAILURE OF THE WEBSITE OR SERVICES OR ANY RELATED PRODUCTS OR SOFTWARE.

    EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, System integration, DATA ACCURACY OR NON-INFRINGEMENT AND/OR QUIET ENJOYMENT, AND PROVIDER MAKES NO WARRANTY OR REPRESENTATION REGARDING THE WEBSITE, SERVICES OR RELATED PRODUCTS OR SOFTWARE, THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE, SERVICES, OR RELATED PRODUCTS OR SOFTWARE, THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE WEBSITE, ANY GOODS OR SERVICES OFFERED, PURCHASED OR OBTAINED THROUGH THE WEBSITE, ANY TRANSACTIONS ENTERED INTO THROUGH THE WEBSITE, OR THAT THE WEBSITE OR RELATED SOFTWARE WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE.

    YOU ACKNOWLEDGE THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CERNIUM IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

    PROVIDER IS NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE, ILLEGAL, TORTIOUS OR INFRINGING CONDUCT OF YOU OR ANY OTHER PERSON. IF YOU ARE DISSATISFIED WITH THE WEBSITE, SERVICES, RELATED PRODUCTS OR SOFTWARE, OR WITH ANY OF THE TERMS OF THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEBSITE AND THE SERVICES.

    THE WEBSITE MAY CONTAIN LINKS AND POINTERS TO OTHER INTERNET SITES, AS WELL AS TO RESOURCES AND SPONSORS OF THE WEBSITE. LINKS TO AND FROM THE WEBSITE TO THIRD PARTY SITES DO NOT CONSTITUTE AN ENDORSEMENT BY PROVIDER OR ANY OF ITS SUBSIDIARIES OR AFFILIATES OF ANY THIRD PARTY RESOURCES, OR THEIR CONTENTS.

    ADVICE OR INFORMATION OBTAINED BY YOU, EITHER ORALLY OR IN WRITING, FROM THE WEBSITE OR THROUGH THE SERVICES SHALL NOT CREATE ANY WARRANTY OF ANY KIND.

  11. Provider's Limited Liability.
    1. It is understood and agreed by the parties hereto that the payments provided for herein are based solely on the value of the Services as described herein and are unrelated to the value of any property located on Your premises; that Provider is not liable for losses which may occur in cases of malfunction or nonfunction of any Services, the Website or any related products or services; THAT PROVIDER IS NOT LIABLE FOR BODILY INJURY, DEATH, OR PROPERTY LOSSES WHICH MAY ACTUALLY OR ALLEGEDLY OCCUR AS A RESULT OF THE MONITORING, SIGNAL HANDLING, OR OTHER ASPECTS OF THE WEBSITE OR THE SERVICES OR THE FAILURE OF RELATED PRODUCTS OR SOFTWARE, EVEN IF DUE TO PROVIDER'S SOLE OR PARTIAL NEGLIGENCE; that Provider is not an insurer; and, if You desire insurance coverage for personal injury, property loss, damage to and on Your premises, such insurance must be separately obtained and/or maintained by You. You expressly understand and acknowledge that Provider offers several different levels of Services and that both the system and Services and related products and software have been chosen by You after considering and balancing performance of the various systems and the related costs.
    2. IN NO EVENT SHALL CERNIUM OR ANY OF ITS AGENTS OR REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSS OF GOODWILL OR LOST PROFITS OR LOST OPPORTUNITIES IN ANY WAY RELATING TO THIS AGREEMENT OR RESULTING FROM THE USE OF OR INABILITY TO ACCESS THE SERVICES OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY HARDWARE, THIRD-PARTY SOFTWARE AND/OR SERVICES, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF CERNIUM HAS BEEN NOTIFIED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING, AND REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE.
    3. IT IS AGREED THAT IT IS IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES WHICH MAY ARISE IN SITUATIONS WHERE THERE MAY BE A FAILURE OF PROVIDER'S WEBSITE, PRODUCTS, SOFTWARE AND/OR SERVICES, DUE TO THE UNCERTAIN VALUE OF YOUR PROPERTY OR THE PROPERTY OF OTHERS KEPT ON THE PREMISES WHICH MAY BE LOST, STOLEN, DESTROYED, DAMAGED OR OTHERWISE AFFECTED BY OCCURRENCES FOR WHICH PROVIDER'S WEBSITE, PRODUCTS, SOFTWARE OR SERVICES MAY BE USED BY YOU TO MONITOR, THE UNCERTAIN CAUSE OF ANY FAILURE, AND ESTABLISHING A CAUSAL CONNECTION BETWEEN ANY FAILURE AND YOUR POSSIBLE LOSS. THEREFORE IF SECTION 11(a) OF THIS AGREEMENT IS JUDICIALLY DETERMINED TO BE INVALID OR UNENFORCEABLE AND ANY LIABILITY IS JUDICIALLY IMPOSED ON PROVIDER, ITS EMPLOYEES, AGENTS, REPRESENTATIVES, OR CONTRACTORS FOR PROPERTY DAMAGE OR PERSONAL INJURY, SUCH LIABILITY SHALL BE LIMITED TO THE AMOUNT PAID BY YOU TO PROVIDER FOR ANY PRODUCTS AND SOFTWARE LICENSES AND ANY MONTHLY SERVICE CHARGE FOR THE MONTH IN WHICH ANY SUCH DAMAGE OR INJURY OCCURRED OR FIVE HUNDRED DOLLARS ($500.00), WHICHEVER IS LESS. THE PAYMENT OF THIS AMOUNT SHALL BE PROVIDER'S SOLE AND EXCLUSIVE LIABILITY REGARDLESS OF WHETHER LOSS OR DAMAGE IS CAUSED BY THE PERFORMANCE OR NONPERFORMANCE OF OBLIGATIONS UNDER THIS CONTRACT OR BY NEGLIGENCE, ACTIVE OR OTHERWISE, OF PROVIDER, ITS EMPLOYEES, AGENTS OR REPRESENTATIVES. NO SUIT OR ACTION SHALL BE BROUGHT AGAINST PROVIDER MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF THE CAUSE OF ACTION THEREOF.
    4. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN SECTIONS 10 AND 11 MAY NOT APPLY TO YOU.
  12. Indemnification.
    1. You agree to indemnify, defend and hold harmless Provider, its affiliates, officers, directors, employees, consultants, agents, representatives, and contractors from any and all third party claims, liability, damages, and/or costs (including, but not limited to, attorneys' fees, costs and expenses) that result from, arise out of or are in any way connected with Your use of the Services, the Website or any related products or software, including, but not limited to claims from Authorized Individuals, Your breach of the terms of this Agreement, or Your infringement, or infringement by any other person using Your account, of any intellectual property or other right of any person or entity. The terms of this Agreement will inure to the benefit of the Provider's successors, assigns and licensees.
    2. The Services, the Website and all related products and software are designed for legal uses only. It is Your responsibility to comply with all federal, state and local laws, rules and ordinances when using the Services, the Website and all related products and software. You shall indemnify and hold harmless Provider, its affiliates, officers, directors, employees, consultants, agents, representatives, and contractors from any and all claims, actual or threatened, actions, damages, liabilities, costs and expenses (including reasonable attorneys' fees, costs and expenses) that result from, arise out of or are in any way connected with Your use of the Services, the Website and all related products and software.
    3. SINCE THE PARTIES AGREE THAT YOU RETAIN SOLE RESPONSIBILITY FOR THE LIFE AND SAFETY OF ALL PERSONS ON YOUR PREMISES, AND FOR PROTECTING AGAINST LOSSES TO YOUR OWN PROPERTY OR THE PROPERTY OF OTHERS ON YOUR PREMISES, YOU AGREE TO INDEMNIFY AND HOLD HARMLESS PROVIDER AND ITS EMPLOYEES, ASSIGNS, AGENTS, AND CONTRACTORS FROM AND AGAINST ALL CLAIMS, LAWSUITS AND LOSSES, BY PERSONS NOT A PARTY TO THIS AGREEMENT, ALLEGED TO BE CAUSED BY THE WEBSITE OR THE SERVICES OR RELATED PRODUCTS OR SOFTWARE, WHETHER DUE TO MALFUNCTIONING OR NONFUNCTIONING OF THE WEBSITE, SERVICES, OR RELATED PRODUCTS OR SOFTWARE OR THE NEGLIGENT DESIGN, PERFORMANCE OR NONPERFORMANCE OF THE WEBSITE, SERVICES OR RELATED PRODUCTS OR SOFTWARE BY PROVIDER OR ITS EMPLOYEES, ASSIGNS, AGENTS, OR CONTRACTORS, WHETHER INTENTIONAL, WILLFUL, OR INADVERTENT.
    4. You covenant to cooperate fully in the defense of any claim.
    5. Provider reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, You shall not in any event settle any matter without the written consent of the Provider.
  13. Prices and Payments.

    14. Some of the Content and/or Services may be offered to You conditioned on Your purchase of a subscription. You may purchase a subscription up to a certain expiration date as set by You. You may upgrade service plans during the term of their subscription, and the applicable service charge will change to reflect the new service plan. If You agree to subscribe, You further warrant and agree that all information that You submit to Provider (or a third-party credit card processing service engaged by Provider) is true and accurate (including without limitation, Your credit card number and expiration date), and You shall pay all charges or fees to Your account, including all applicable taxes, in accordance with the billing terms that were in effect at the time the charges or fees became payable. Cernium reserves the right to change the amount of, or the basis for determining, any charges or fees for the use of the Website or Services and to institute new charges or fees upon reasonable notice to You. You must provide Cernium with valid credit card information.

    1. Unless prior notice is received by Provider, Your subscription may be renewed automatically. The renewal price will be the same as the original price You agreed to pay, unless You are notified in advance by Cernium.
    2. If Your credit card is not valid, or if Your credit card can not be processed at the time of the renewal charge, Cernium reserves the right to immediately terminate or suspend Your access to the Website and Services, in the case of termination thereby terminating this Agreement and all of Cernium's obligations hereunder.
    3. Billing for Services commences either upon activation of your Services or on the first day of the first full month after Provider has activated the Services, depending on Your service plan. Activation of the Services by Provider takes place upon Your registration on the Website of the equipment associated with your Services. Upon commencement of billing, You will be billed for the term specified by you based on your expiration date for the Services. If You terminate after Activation of the Services You will be charged for the full term.
    4. Fees for the Services can only be paid by a charge card or other credit card. By authorizing Provider to charge a charge card or other credit card, You are authorizing Provider or a designated representative or agent to automatically continue charging that card (or any replacement credit card account if the original card is renewed, lost, stolen, or changed for any reason by the credit-issuing entity, and such entity informs Provider of such new replacement card account), financial account, or billing account for all fees and charges associated with the Website, Services and any related products and software.
    5. Provider reserves the right to stop accepting credit cards from one or more issuers. You hereby authorize Provider (or a third-party credit card processing service engaged by Provider) to charge and/or place a hold on Your credit card with respect to any unpaid charges for the Website, Services or any related equipment or software. You authorize the issuer of the credit card to pay any amounts described herein without requiring a signed receipt, and You agree that this Agreement is to be accepted as authorization to the issuer of the credit card to pay all such amounts. You authorize Provider and/or a third-party credit card processing service engaged by Provider to continue to attempt to charge and/or place holds with respect to all sums described herein, or any portion thereof, to Your credit card until such amounts are paid in full. You agree to provide Provider with updated credit card information upon Provider's request and any time the information You previously provided is no longer valid. You acknowledge and agree that neither Provider nor any third-party credit card processing service engaged by Provider will have any liability whatsoever for any non-sufficient funds or other charges incurred by You as a result of such attempts to charge, and/or place holds on, Your credit card. If You mistakenly provide a debit card number, instead of a credit card number, You authorize all charges described herein to be applied to such debit card unless and until You provide a credit card number. In the event You are enrolled, or later enroll, in an automatic payment or electronic funds transfer plan, You agree that all sums described herein may be charged, at Provider's option, to the account number provided for such automatic payment or electronic funds transfer plan.
    6. If You believe You have been billed in error in connection with the Website, Services or any related products or software, You must notify Provider within thirty (30) days of the billing date by contacting Customer Service about the error. Customer Service can be reached at the phone number provided on the Website. Cernium will not issue refunds or credits after the expiration of this 30-day period, except where required by law or regulation.
  14. Term; Termination.

    15. The term of this Agreement shall commence when the You first visit the Website and use the Services and shall apply to all of Your subsequent visits and uses. Cernium may, with or without cause, immediately terminate this Agreement, and deny You access to the Website and Services. Without limiting the foregoing, Cernium has the right to immediately terminate any passwords or accounts created by You in the event that You fail to pay for the Services in a timely manner or otherwise breach this Agreement or engage in conduct that Cernium, in its sole discretion, considers unacceptable. If this Agreement is terminated, You will no longer be authorized to access any areas of the Website or use the Services, and any of Your Images or Data being stored by Provider will be subject to deletion (without backup) at any time. In the event of termination, the following terms of this Agreement shall survive: Sections 4 (Provider's Control Over Website; Your Control Over Data And Images ), 6 (Intellectual Property Rights & Ownership Rights), 7 (Your Covenants), 8 (Your Acknowledgements), 9 (Disclaimers), 10 (Disclaimer of Warranty), 11 (Provider's Limited Liability), 12 (Indemnification), 13 (Prices and Payments), 14 (Term; Termination), 16 (Governing Law), and 18 (Miscellaneous). Cernium shall have no obligation to retain any of Your Images or Data upon termination of this Agreement for any reason.

  15. Breach.

    16. Cernium may immediately issue a warning, temporarily suspend, indefinitely suspend, or terminate Your account if You breach this Agreement or if Cernium is unable to verify or authenticate any information You have provided. Cernium's failure to act with respect to a breach by You or others does not constitute a waiver of Cernium's right to act with respect to subsequent or similar breaches. Without limiting any other rights Cernium has, You understand and acknowledge that Cernium, in its sole discretion, may pursue legal and/or equitable relief against You if You breach or threaten to breach this Agreement.

  16. Governing Law.

    17. This Agreement will be governed by the laws of the Commonwealth of Virginia, without regard to, or application of, rules or principles regarding conflicts of law. The state and federal courts located in Fairfax County, Virginia, shall have sole and exclusive jurisdiction over any disputes arising under this Agreement, and You agree to submit to the personal jurisdiction of such courts. You acknowledge that Cernium will have the right to seek an injunction if necessary to prevent a breach of Your obligations hereunder. If any provision of this Agreement is held to be unenforceable, that provision will be disregarded for purposes of the dispute or other circumstance giving rise to such finding, and the remaining provisions will remain in full force. In the event that Cernium prevails in any proceeding or lawsuit brought by either party in connection with this Agreement, Cernium will be entitled to receive its costs, expert witness fees and reasonable attorneys' fees, including costs and fees on appeal. The failure of Cernium to require Your performance of any provision in this Agreement shall not affect Cernium's full right to require such performance at any time thereafter; nor shall the waiver by Cernium of any breach of any provision of this Agreement be taken or held to be a waiver of the provision itself.

  17. Intended Use.
    1. You acknowledge and agree that the Services and the Website are designed and provided as a non-essential convenience and have not been designed as, and are not intended to function as, a security system. You acknowledge and agree that the Services and the Website are not a substitute for a security system or for appropriate, in-person adult supervision of children, the elderly, or others in need of such supervision. You understand that Provider does not monitor any Images or other Data generated by Your use of the Website, Services, or any related products or software, except as set forth in Section 4 of this Agreement to ensure compliance or exercise related rights under this Agreement, and that Provider does not make any representation or guarantee with respect to the availability or reliability of any such Images or Data, the Website, Services or any related products or software.
    2. You agree that You will not use the Services and related products as, or to replace, safety or security devices. Instead, You will use professional security services and appropriate devices such as smoke and carbon monoxide detectors and professional security alarms.
    3. You agree not to use the Website, Services and related products and software in a manner that infringes upon or contravenes any privacy rights or any international or domestic intellectual property laws or regulations. You understand that the viewing, recording or copying of images from performances, exhibitions, or neighboring properties, or video-taping someone without their consent, may contravene copyright, privacy, or other legal rights even if the images were obtained for personal use. The Website, Services and related products and software are not intended to be used for the unauthorized monitoring of persons who are rightfully present at the premises being viewed or recorded, and You agree not to use the Services or the Website or any related products or software in such a manner.
    4. You agree that You will only use the Services and the Website and any related products and software for the purposes as stated herein. Without limiting the foregoing, You will not use the Services or the Website or any related products or software to view or record any images of tenants or visitors at rental properties, or to monitor areas outside of Your premises.
    5. You agree that You will not use the Services or the Website or any related products or software in any manner that (i) constitutes, fosters, or promotes child pornography; (ii) violates a person's privacy; (iii) creates a risk to a person's safety or health, creates a risk to public safety or health, or interferes with an investigation by law enforcement; (iv) is illegal under laws applicable to You or Provider; (v) may result in retaliation against Provider by offended persons or entities; or (vi) in any manner that violates any of the provisions of this Agreement.
    6. By registering to use the Services, You acknowledge that in using the Services, You will be causing images, data, and perhaps communications to be sent through computer networks of Provider and other companies. As a result, use of the Services may result in the transmission of interstate data and/or communications regardless of where You are physically located at the time of transmission. Accordingly, by agreeing to these Services, You acknowledge that use of the Services results in interstate data transmissions.
  18. Miscellaneous.

    19. This Agreement, as well as any software licensing agreements entered into between Cernium and You, constitutes the entire understanding between the parties with respect to Your use of the Website or Services. Any cause of action You may have with respect to the use of the Website, Services or related products or software must be commenced within one (1) year after the claim or cause of action accrues. The headings contained in this Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. You may not assign any of Your rights, interests, or obligations under this Agreement. Cernium may assign this Agreement without any prior notice to You. The parties agree that a printed version of this Agreement and of any message, notice or any information given in electronic form shall be admissible in judicial or administrative proceedings based on, arising out of or relating to this Agreement to the same extent and subject to the same conditions as any business documents and records originally created and maintained in printed form. Each of the components that constitute the Services and its related documentation is a "commercial item" as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Services and any documentation provided with the Services with only those rights set forth in this Agreement.