Description of Service

The Service is an Internet-based subscription software solution that can be accessed through a web browser or a mobile application and used to facilitate the design, installation, maintenance and management of systems and system assets (e.g., electronic security systems, audio-visual systems, IT systems and fire alarm systems) for you, your business, your clients or your business partners. Access to the Service is password restricted to persons that: (i) are at least 18 years old, (ii) complete the online registration process; and (iii) accept and agree to abide by these Terms (“Users“). You may not access the Service by any means other than through the interface that is provided by us for use in accessing the Service. All photos, floor plans, and all other information relating to the subject system (collectively, “Data”) that you provide to use through the Service belong to you. By providing us your Data, you grant us the royalty-free, worldwide, irrevocable, perpetual right and license to use, translate, modify, transmit, display, reproduce, commercially exploit, and otherwise act with respect to your Data in order to operate and deliver the Service and for our own business purposes. We will maintain appropriate organizational and technical measures for the protection of the security and integrity of your Data. Further, we will maintain the confidentiality of your Data, and we will never sell or provide your Data to another party without your explicit consent or as you have agreed to in these Terms or our Privacy Policy.

Unless explicitly stated otherwise, any new features which augment or enhance the current Service, including the release of new services, products, features or other information, shall be subject to these Terms. We are under no obligation to update the Service, or any information or data contained on the Service or used in connection with the Service. We reserve the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) without notice or liability to you or any third party. We may utilize certain third parties to perform hosting (e.g., AWS), payment processing and/or other services in connection with providing the Service. All third-party hosting services will be located in the United States.

Your Obligations

You agree to: (i) provide true, accurate, current and complete information about yourself and your company (as applicable) as prompted by the applicable registration form (such information being the “Account Information“) and all other requests for information required for the Service; and (ii) maintain and promptly update such Account Information (e.g., credit card information) and promptly respond to requests for information to keep the data and information true, accurate, current and complete.

If you provide any information that is untrue, inaccurate or incomplete, or if we have reasonable grounds to suspect that such information is untrue, inaccurate or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof). Suspension or termination of the Service will result in loss of access to information stored on the Service. In such an event, the Company shall not make any refund for any portion of a paid term unused.

Privacy Policy

We respect your privacy. All information about you including your Account Information and any Data or information stored or transmitted in any way on the Site or through the use of the Service is subject to our Privacy Policy. Please see our Privacy Policy found at www.systemsurveyor.com, which is incorporated by reference into these Terms.

User Account, Password and Security

Users will create an account designation and a password during the registration process. You agree to: (i) maintain the confidentiality of your password; (ii) take full responsibility for all activities that occur under your password or account; (iii) immediately notify us of any unauthorized use of your password or account or any other breach of security; and (iv) ensure that you exit from your account at the end of each session. We recommend the strict use of security utilities and features available on your computer and mobile devices. We are not responsible for any loss or damage arising from your failure to comply with these requirements.

Fees and Payment

The Service is made available to you on a subscription basis with current subscription rates available at: https://systemsurveyor.com/customize-your-plan. You will pay us all recurring and non-recurring fees, charges and expenses in accordance with the payment terms of your subscription. All payments must be made in U.S. dollars unless otherwise agreed in writing by us. If you register for a paid subscription or purchase any paid service options, you agree to pay us the applicable rates, fees and taxes through the end of the selected subscription period. Failure to pay these fees may result in the termination or suspension of your subscription without limiting our other rights and remedies. All fees are payable in advance, are non-refundable and are due and payable within fifteen (15) days after the date of the applicable invoice. The Service will be activated upon the successful processing of your payment or receipt of an acceptable purchase order, as determined in the Company’s discretion. You authorize us to store and continue billing your payment method (e.g., credit card) for each subsequent subscription period based upon the rates in effect at that time. We reserve the right to change applicable rates at any time, either with or without notice. Any new rate will be in effect on your account at the beginning of your next subscription period. We will typically notify you within thirty (30) days prior to the end of any annual subscription period and the subsequent renewal of your annual subscription. Taxes, if applicable, are calculated based on the information that you provide at the time of purchase. Failure by us to apply taxes or fees on a transaction does not relieve you of the obligation to pay such taxes. Your purchase may be subject to foreign exchange fees or differences in rates based on location and currency (e.g., exchange rates).

Content

You, and not us, are solely responsible for all information, data, text, software, images, photographs, graphics, video, audio, messages, emails or other communications or materials (“Content“) that you create, enter, store, transmit or receive by any method on the Site or through the use of the Service. You acknowledge that we do not pre-screen Content posted on the Site or transmitted through the Service and we are not obligated or responsible to verify the accuracy, reliability, timeliness or appropriateness of such Content. Without limiting the foregoing, you also agree that we may, in our sole discretion, refuse to post, store or transmit any Content submitted by you that we reasonably believe is in violation of these Terms. You also agree that we may move, remove, edit or modify any Content on the Site as we deem appropriate.

Prohibited Uses

You will not use the Site or the Service to:

1. Upload, post, email or otherwise store or transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
2. Impersonate any person or entity including, without limitation, any of our employees, agents, or affiliates, or falsely state or otherwise misrepresent your affiliation with a person or entity;
3. Upload, post, email or otherwise store or transmit any Content that you do not have a right to collect, use, store or transmit under any law or under any contractual or fiduciary relationships (including, without limitation, inside, proprietary and confidential information learned or disclosed as part of employment or fiduciary relationships or under nondisclosure agreements);
4. Upload, post, email or otherwise store or transmit any Content that infringes any patent rights, trademark rights, trade secret rights, copyrights and all other intellectual and industrial property rights of any kind anywhere in the world of any third party;
5. Upload, post, email or otherwise store or transmit any Content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
6. Interfere with or disrupt the Service or any servers or networks connected to the Service or violate any requirements, procedures, policies or regulations of any networks connected to the Service or used with the Service; or
7. Violate any local, state, national or international law, rule or regulation that is applicable to you or your use of the Site or the Service.

We have the right to terminate account access of any User found to have violated, or that is reasonably suspected of violating the provisions above.

General Practices Regarding Use and Storage

You agree that we may from time to time establish and modify, in our sole discretion, general practices and limits concerning use of the Service including, without limitation, the maximum duration that entered or uploaded Content will be retained by us (or our service providers), the maximum amount of information that may be sent from or received by Users, the maximum disk space allotted to a User on our servers (or the servers of our service providers), and the maximum number of times (and the maximum duration for which) you may access or attempt to access the Service in a given period of time. You agree that we have no liability for the deletion or failure to store any data, images, photos, communications or other Content posted, stored or transmitted in connection with your use of the Service. You further agree that we have the right to terminate User sessions that are inactive for an extended period of time.

Security of the Service

We maintain a formalized information security policy to comply with various regulatory, business requirements, and SOC2 Type II with the Security Trust Service Criteria. This security policy protects all sensitive and confidential data stored, accessed, or transmitted by our software platform, including its applications, components, infrastructure, and underlying code. We have designed a risk assessment program to assess the organization’s enterprise-level risk at least annually or upon significant changes to the environment. This program is designed to identify and assess threats to and vulnerabilities in systems and in service. The Company takes responsibility for implementing appropriate technical and organizational safeguards to ensure the protection of sensitive information. Employees of the Company are required to read and accept the terms of a confidentiality agreement upon hire that states they are prohibited from disclosing any company data from the systems and system components to which they have access. The Company maintains strict control access to restrict private information to privileged users. These users are required to abide by their assigned responsibilities related to their elevated access.

We have established a Data Handling, Retention, and Disposal Program to manage information in accordance with applicable laws, regulations, policies, and standards. This program establishes a formal data retention schedule and implements a data classification standard to ensure the confidential data is secured. We retain sensitive and confidential data for as long as necessary to fulfill its purposes unless otherwise required by law or to meet legal and client contractual obligations. The Company segments its network to prevent direct or unauthorized connections between an external network and its information systems, in particular confidential data in cloud environments.

We maintain a vulnerability management program to ensure the confidentiality, integrity, and availability (CIA) of the organization’s information systems landscape, which includes all critical system resources. The program includes internal and external scans, penetration testing, and issue remediation for the purposes of identifying, detecting, classifying, prioritizing, remediating, validating, and continuously monitoring vulnerabilities. The Company conducts independent third-party penetration tests at least annually on any systems with Confidential data or with a critical risk rating to identify security vulnerabilities.

Termination

You may terminate your account or cancel your subscription at any time for any reason and you will incur no further charges (but you will not be entitled to a refund). At the end of the subscription term following the termination or cancellation by you all access to the Service will be disabled. We, in our sole discretion and without notice or liability to you or any third party, may terminate your account if we believe that you have violated or acted inconsistently with any of these Terms. Upon such termination, we will terminate your password and may choose to discard any Content uploaded, posted or otherwise stored by you on the Service, or we may keep your Content and if requested may use the same to restore your account if you decide to re-subscribe to the Service. Any termination will prevent any further access to information related to your account for the Service, unless you re-subscribe to the Service.

Advertisers, Partners and Affiliates

We may offer access to certain advertisers, partners or affiliates that we believe may be beneficial to our Users. Your correspondence or business dealings with, or participation in promotions of, advertisers, partners or affiliates of the Service, including payment and delivery of related services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser, partner or affiliate. You agree that we are not responsible nor liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers, partners or affiliates with respect to the Service.

Links

The Site or the Service may contain links to other websites or online services or resources. We do not endorse and we are not responsible nor liable in any way for any content, advertising, services or goods on or available from such third party websites, services or resources. If you access any links to third party websites, you will leave the Site and the Service. We do not make any representations about third-party websites. Unless specifically noted, these third-party websites are not under our control and we are not responsible for the content of these websites. Your use of any third-party websites is at your own risk.

Intellectual Property Matters; Feedback; Trademarks; API License

We and our partners, licensors and service providers retain all right, title and interest in and to the Site, the Service, all Content provided on the Site (other than the Content provided by end Users), any software provided with the Service, and the business process, procedures, methods and techniques used with the Service and all patent rights, copyrights, trademark rights, trade secret rights and other proprietary rights therein (“Intellectual Property“). You may not modify, publish, transmit, transfer or sell, rent, lease, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit the Intellectual Property, in whole or in part, except as expressly permitted in these Terms, the intended use of the Service, or with our prior written consent. All rights not expressly granted to you in these Term are reserved and retained by us and our partners, licensors and service providers.

If and to the extent you submit questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information or materials about us and the Service (collectively, “Feedback”), such Feedback, whether submitted through the Service or otherwise, is non-confidential and will become our sole property. We will own exclusive rights, including all intellectual property rights, in and to such Feedback and will be entitled to the unrestricted use and dissemination of all Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

All trademarks and service marks on our Site or used as part of the Service that are not owned by us are the property of their respective owners. The trade names, trademarks and service marks owned by us, whether registered or unregistered, may not be used in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Site or the Service should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of our trade names, trademarks or service marks without our express prior written consent.

For avoidance of doubt, our Intellectual Property shall include, and you may only use (and may not grant a license or sublicense to use to any third party) any of our application programming interfaces (“APIs”) and mechanisms for secure API calls or related platform services and technology, including without limitation the API interface and specifications (the “API Technology”), for the sole purpose of allowing us to deliver the Service in accordance with these Terms. The Company grants you a limited, non-exclusive, revocable, non-transferable, non-sublicensable, worldwide license to use the API Technology for your internal business purposes to access the Service during the subscription term. The API Technology is licensed, not sold. You agree that the API Technology is owned by the Company and cannot be repurposed or resold you for use by you or any third party in any way. Except for the limited license granted hereby for the duration of the term, the Company reserves all rights and retains ownership of the API Technology and all related intellectual property rights in and to the API Technology.

Digital Millennium Copyright Act

We respect the intellectual property of others, and we ask our Users to do the same. In accordance with the Digital Millennium Copyright Act of 1998, the text of which may be found at http://www.copyright.gov/legislation/dmca.pdf, we will respond expeditiously to claims of copyright infringement committed using the Service if such claims are reported to our Designated Copyright Agent identified in the sample notice below.

If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Site or the Service by completing the following DMCA Notice of Alleged Infringement and delivering it to our Designated Copyright Agent. Upon receipt of Notice as described below, we will take whatever action we it deem appropriate, including removal of the challenged content from the Site.

DMCA Notice of Alleged Infringement (“Notice“):

1. Identify the copyrighted work that you claim has been infringed, or – if multiple copyrighted works are covered by this Notice – you may provide a representative list of the copyrighted works that you claim have been infringed.
2. Identify the material or link you claim is infringing (or the subject of infringing activity) and to which access is to be disabled, including at a minimum, if applicable, the URL of the link shown on the Site or the exact location where such material may be found.
3. Provide your company affiliation (if applicable), mailing address, telephone number, and, if available, email address.
4. Include both of the following statements in the body of the Notice:
   • “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”
   • “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of, the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”

5. Provide your full legal name and your electronic or physical signature.

Deliver this Notice, with all items completed, to our Designated Copyright Agent:

System Surveyor, Inc.
4220 Monterey Oaks Blvd, Bldg. B
Austin, Texas 78749
Attention: Technical Support
Email: support@SystemSurveyor.com

Disclaimers

You acknowledge that the data and information on the Site or provided in connection with the use of the Service are compiled from a variety of sources and that we do not independently evaluate or verify the accuracy, reliability or timeliness of such information. You agree that you will independently evaluate and bear all risks associated with your use of such information. You further agree that we are not responsible and will have no liability for any reliance by you on such information and that under no circumstances does any such information or other Content on the Service constitute the advice of or a recommendation by us to take any particular course of action or inaction.

You understand that the processing and transmission of communications relating to the use of the Service, including your Content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting to various networks or devices. Therefore, you agree that we cannot and will not be liable for the timeliness, deletion, errant delivery, or failure to store any User communications or personalization settings.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

1. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
2. WE MAKE NO REPRESENTATION OR WARRANTY THAT (I) THE SERVICE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) ANY RESULTS OR INFORMATION THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE, TIMELY, COMPLETE OR RELIABLE, AND (IV) ANY ERRORS IN ANY SOFTWARE USED ON THE SERVICE OR IN CONNECTION WITH THE SERVICE WILL BE CORRECTED.
3. WE ARE NOT RESPONSIBLE AND WILL HAVE NO LIABILITY FOR (I) HARDWARE, SOFTWARE, OTHER ITEMS OR ANY SERVICES PROVIDED BY ANY PERSONS OR ENTITIES OTHER THAN US OR (II) THE FAILURES OF THE INTERNET OR ANY DATA OR TELECOMMUNICATIONS EQUIPMENT, SYSTEM OR NETWORK USED IN CONNECTION WITH THE SERVICE.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE, OUR PARTNERS, SHAREHOLDERS, AFFILIATES AND SUPPLIERS WILL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS UNDER ANY LEGAL THEORY (INCLUDING NEGLIGENCE) FOR (I) ANY AMOUNT IN EXCESS OF THE FEES YOU PAID FOR USE OF THE SERVICE, (II) ANY LOST DATA OR OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, LOST PROFITS, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF WE OR OUR PARTNERS, AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (III) THE COST OF PROCURING SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY.

Exclusions and Limitations

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 DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU.

Indemnification

You agree to indemnify, defend and hold us and our managers, members, officers, employees, affiliates, agents, partners and service providers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of: (i) your use of the Site or the Service, or (ii) any violation by you of these Terms, any law, rule or regulation applicable to you, or the rights of a third party.

Modifications to these Terms

We may modify, change or amend these Terms from time to time, with or without notice to you. You agree to review the Terms periodically to ensure that you are aware of any modifications. Your continued access or use of the Site and/or the Service after the modifications have become effective shall be deemed your conclusive acceptance of the modified Terms. We may post notices or links to notices through the Site to inform you of changes to these Terms, the Site, the Service or other matters of importance.

Governing Law; Jurisdiction; Limitation on Actions

These Terms shall be governed by and interpreted in accordance with the laws of the State of Texas exclusively, excluding its conflicts of laws principles. Both the Uniform Computer Information Transactions Act and the United Nations Convention on Contracts for the International Sale of Goods (1980) are excluded in their entirety from application to these Terms. Subject to the arbitration agreement below, the parties consent to the exclusive jurisdiction of, and venue in, the federal and/or state courts within Travis County, Texas, for all claims arising out of or relating to these Terms or your use of the Site or Service. Notwithstanding any law, rule or regulation to the contrary, you agree that any claim or cause of action you may have arising out of these Terms or your use of the Site or Service or must be filed within one (1) year after such claim or cause of action arose or be forever barred. In the event the Company is forced to enforce its rights against you, in addition to any other remedies, you agree to pay the Company’s reasonable costs, including attorneys’ fees and costs of suit.

Arbitration and Class Action Waiver

YOU AND THE COMPANY AGREE TO RESOLVE ANY DISPUTES BETWEEN US EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS, WHICH MEANS YOU AND THE COMPANY WAIVE ANY RIGHT TO LITIGATE DISPUTES IN A COURT OR BEFORE A JURY, OR AS PART OF A CLASS ACTION, A REPRESENTATIVE ACTION, A CONSOLIDATED ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.

a. This arbitration requirement applies to any claim or dispute of any kind (whether in contract, tort, or otherwise, whether pre-existing, present, or future, and including statutory, common law, or equitable) between you and the Company, its agents, employees, successors, assigns, direct and indirect subsidiaries, and any third party providing any products or services to you in connection with your purchase that relates in any way to your use of the Service (“Claims”).

b. You still have the right to bring individual Claims in small claims court, to the extent that you qualify.

c. The parties will split the arbitration/arbitrator fees.  The arbitration will be held in Austin, Texas.

d. Arbitration shall be administered by either:

(i). The American Arbitration Association (AAA), subject to its Consumer Arbitration Rules, available at (800) 778-7879 and www.adr.org; or
(ii). JAMS, subject to the JAMS Comprehensive Arbitration Rules, available at (800) 352-5267 and www.jamsadr.com.

e. The arbitrator shall have exclusive authority to resolve any arbitrability issues including any dispute over these Terms or this arbitration provision’s scope, application, meaning, and enforceability. The arbitrator shall be empowered to grant whatever relief would be available in court. Any award of the arbitrator(s) shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

f. You and the Company agree to arbitration only on an individual basis. Neither you nor the Company may join or consolidate claims of others or participate in any claim as a class representative or a class member. If any portion of this arbitration agreement is found unenforceable, the unenforceable portion shall be severed and the remaining arbitration terms shall be enforced (but in no event will there be a class arbitration). This Paragraph controls over any inconsistent term in any other agreement.

g. This transaction shall be governed by the Federal Arbitration Act 9 U.S.C. sec. 1-16 (FAA).

General Information

These Terms constitute the entire agreement between you and us, superseding any prior agreements between you and us that concern the subject matter herein. Any failure by us to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. Waiver by either party of any default by the other party shall not be deemed a continuing waiver of such default or a waiver of any other default. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. These Terms are for the benefit of us and our affiliates, and our respective managers, members, officers, directors, employees, and agents. Each of these entities or individuals shall have the right to assert and enforce those provisions directly against you on its own behalf. The headings contained in these Terms are for reference only and shall not affect the meaning of any of the provisions of these Terms.

Violations

Please contact us if you have any questions or report any violations of these Terms to us at support@SystemSurveyor.com.

Last Updated: October 1, 2023