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Master Terms and Conditions
<br />1. DEFINITION OFTi RMs
<br />The following terms have the following meanings:
<br />1.1. "Application" means Visual labs' proprietary smartphone software application,
<br />1.2. "Authorized User" means any employees, agents or representatives of Client that are authorized to use the Services by receiving usernames
<br />and passwords from Client (or from Visual Labs at Client's request), subject to any limitations or restrictions set forth in this Agreement.
<br />1.3. "Client Content" means any Information, data, text, pictures, video, audio, geographic locations, or any other content provided or recorded
<br />by Client or its Authorized Users in connection with Client's and its Authorized Users' use of the Platform.
<br />1.4. "Confidential Information" means all confidential or proprietary information disclosed by one Parry to the other In connection with this
<br />Agreement, unless it Is or later becomes publicly available through no fault of the other Party or It was or later Is rightfully obtained by the other
<br />Party from Independent sources free from any duty of confidentiality. Confidential Information shall Include the terms and pricing in this Agreement,
<br />but not the fact that this Agreement has been signed, the Identity of the Parties or the nature of the Services.
<br />1.5, "Documentation" means Visual Labs' summary of system features as well as other documentation relating to the Services and Platform,
<br />as may be provided by Visual labs to Client and as may be updated and amended from time to time.
<br />1.6. "Feedback" means feedback, suggestions, improvements, and recommendations regarding the Services and Platform.
<br />1.7. "Platform" means Visual Labs' Application, web -site platform, and technology infrastructure provided by Visual labs supporting the
<br />Services that perform functions as described in the Documentation, Including but not limited to, facilitating live -streaming, recording, playback,
<br />archiving and storage of Client Content, and data analysis of such Client Content.
<br />1.& "Proprietary Items" means, collectively, the Services, Platform, and Documentation, the visual expressions, screen formats, Interfaces, and
<br />other design features of the Services and Platform, all ideas, methods, algorithms, formulae and concepts used In developing and/or incorporated
<br />Into the Services, Platform, or Documentation, all future modifications, revisions, updates, refinements, improvements and enhancements of the
<br />Services, Platform, or Documentation, all derivative works based upon any of the foregoing, and all copies of all of the foregoing.
<br />1.9. "Services" means the services that Visual Labs provides through the Platform in accordance with the Documentation and this Agreement.
<br />1.10. "Subscription Term" means the duration of Client's right to receive, access, and use the Services and Platform.
<br />2, SUBSCRIPTION RIGHTS AND OBLIGATIONS
<br />2.1. Subscription Rights. Subject to the terms and conditions of this Agreement, during the Subscription Term, Visual Labs grants to Client and
<br />its Authorized Users a non-exclusive, non -transferable license to (1) Install the Application on up to the maximum number of devices owned or
<br />controlled by Client as set forth on Schedule A and (ii) use and access the Platform as required to use the Services solely In accordance with the
<br />Documentation for Client's Internal business purposes In connection with Clients safety and security operations.
<br />2.2. Visual Labs Obligations. Visual Labs shall host, operate, maintain, and support the Services and Platform. Visual Labs shall provide to Client
<br />standard support for the Services and Platform at no additional charge. From time to time in accordance with Visual Labs' generally applicable
<br />procedures, Visual labs may at its discretion make available and implement upgrades, enhancements, and error corrections to the Platform.
<br />2.3. Usernames and Passwords. Visual Labs will provide each Authorized User a unique username and password to enable such Authorized
<br />User to access the Platform and Service pursuant to this Agreement. Each username and password may only be used to access the Service and
<br />Platform during one (1) concurrent login session. Client will ensure that each username and password issued to an Authorized User will be used only
<br />by that Authorized User. Client is responsible for maintaining the confidentiality of all Authorized Users' usernames and passwords, and is solely
<br />responsible for all activities that occur under these usernames. Client agrees: (a) not to allow a third party to use Client`s accounts, usernames or
<br />passwords at anytime; and (b) to notify Visual Labs promptly of any actual or suspected unauthorized use of its account, usernames or passwords,
<br />or any other breach or suspected breach of this Agreement. Visual Labs reserves the right to terminate any accounts, usernames, or passwords that
<br />Visual Labs reasonably determines may have been used by an unauthorized third party. Authorized User accounts and their associated usernames
<br />and passwords cannot be shared or used by more than one Individual Authorized User, but may be reassigned from time to time to a new Authorized
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