BRIVO TERMS OF SERVICE

Brivo Products and Services (as defined below) are provided to you on the terms and conditions set forth in this Agreement (the “Agreement”) by Brivo, Inc. (“Brivo”), including through one or more of its subsidiaries, affiliates, third-party providers, resellers, or distributors, as applicable. By downloading, installing, purchasing, accessing, or using any Brivo Products and Services, you agree on behalf of the entity using the Brivo Products and Services to be bound by this Agreement and represent and warrant that you have authority to bind that entity. You may not modify this Agreement by making typed, handwritten, or other changes to it.

DEFINITIONS

1.1 “Brivo,” “we,” “us,” and/or “our” mean Brivo, Inc. and its subsidiaries and affiliates.

1.2 “You,” “yourself,” “user,” “subscriber,” “client,” and « Customer » refer to the individual or legal entity registering for or using the Brivo Products and Services.

1.3 « Brivo Services » means video recording services, data storage services, tracking services, monitoring and alerting services, AI services, video and data analytic services, video and audio transmission services, video monitoring services, alarm services, access control services, mobile credential services, identity and visitor management services, Application Programing Interface (API) services, Software Development Kits (SDK) services and related tools, support services, websites (including without limitation, brivo.com, een.com, eagleeyenetworks.com and any third party labeled websites that deliver services), firmware update services, maintenance services, installation services, Brivo Software and Hardware provided for a fee, documentation, and any other services provided by Brivo, its authorized agents, resellers, distributors, or licensees.

1.4 « Brivo Products and Services » means Brivo Services and hardware, equipment, controllers, panels, readers, credentials, mobile credentials, locks, gateways, bridges, cloud managed video recorders, signal conversion equipment, cameras, network switches, sensors, components, tools, Brivo Software and Hardware, and any other products and services provided by Brivo, its authorized agents, resellers, distributors, or licensees.

1.5 “Brivo Software and Hardware” means software or hardware provided or sold to you by Brivo. “Brivo Software » means the software licensed for your use located on Brivo Hardware or for installation on your network or computers. “Brivo Hardware” means hardware purchased or provided by Brivo such as controllers, panels, readers, locks, DVRs, NVRs, bridges, cloud managed video recorders, computers, cameras, switches, modems, solar panels, batteries, cabinets, trailers, or network equipment. « Brivo Equipment » or « Equipment » means any Brivo Hardware provided to you but not sold to you.

1.6 “Computer” means a desktop or laptop computer, network device, and any storage device attached to them.

1.7 “Personal Information” means information that you may provide at the time of registration, purchase, or otherwise, such as name, physical location or address, IP address, e-mail address, gender, year of birth, billing information, payment information, credit card information, contact information, Cookie information, email or information you send us, or postal code.

1.8 « Customer Data” includes any data you record, generate, transmit, or store via cameras, access control devices, credentials, readers, controllers, sensors, or other devices into the Brivo Products and Services and any related data that are in the possession of Brivo. Customer Data includes any data stored on any Brivo Software and Hardware or in any Brivo Service, including video, audio, event logs, audit trails, access activity, credential data, and configuration data.

1.9 To “Publish” means to provide to or make accessible to you by mailing, emailing, desktop messaging, or delivering them to you and/or by posting them to www.brivo.com or any other website you visit to register for, subscribe to, license, buy, or Use Brivo Products and Services.

1.10 To “Use” Brivo Products and Services means each time you visit a Brivo website, utilize or view video, register with Brivo, download Brivo Software or receive Brivo Hardware, use Brivo Software or Hardware, view the status of a Brivo product, view video, control, unlock, open, monitor, or interact with a Brivo Product or Service, manage credentials or Authorized Users, view the status of your Customer Data, store or restore your Customer Data, record data with any Brivo Product and Service, or request support.

1.11 « Brivo Reseller » means persons or entities with which Brivo has entered into an agreement to sublicense or to provide Brivo Products and Services to Customers. This includes all resellers and distributors of Brivo Products and Services.

1.12 “Authorized User” means an employee, agent, or a contractor of Customer who is authorized to Use the Brivo Products and Services.

1.13 « Agreement » means this agreement and all attachments, amendments, and revisions.

1.14 « Customer Equipment » means software, hardware, or services that you elect to use in connection with the Services. This can include cameras, controllers, panels, readers, credentials, locks, power regulators, switches, networking equipment, security equipment, lighting, or other equipment not provided by Brivo.

1.15 « Premises » means the Customer location where Brivo Equipment is installed or Service is provided.

1.16 « Third Party Products » means any product or service that is owned or operated by third parties and are incorporated into or accessible through the Brivo Products and Services or that access Brivo Products and Services via the Brivo API. Remote video monitoring services, alarm services, identity services, credentialing services, and other integrations are examples of Third Party Products.

1.17 « Third Party Provider » means any entity that owns or supplies Third Party Products, which are incorporated into or accessible through Brivo Products and Services.

1.18 « Brivo API » means (i) any form of machine accessible application programming interface that Brivo makes available which provides access to Brivo Services, including all associated tools, elements, components and executables therein; (ii) any Brivo sample code that enables interactions with Brivo Services; and (iii) documentation related to the foregoing.

BRIVO RECORDING AND OTHER SERVICES

2.1 Video/Audio/Data Recording. Brivo will use commercially reasonable efforts to record and store your video, audio, sensor, and access event data based on your configuration, provided equipment and network systems are properly installed and functioning. Brivo does not guarantee complete or uninterrupted data recording or storage. You are responsible for verifying your system configuration and operational status. You are solely responsible for obtaining all legally required notices, disclosures, and consents (including biometric, geolocation, and recording consents) from recorded individuals, and you agree to indemnify and hold Brivo harmless for any failure to comply with applicable laws.

2.2 Video Recording Status. Brivo provides you with the ability to view the video recording status and certain device, event, and access activity status. It is your responsibility to verify that the video and data you intend to record or monitor is properly configured in the web-based interface and is being recorded or processed. You need to verify there are no errors. Brivo cannot be held responsible in any way if your video is not recorded or an access event is not captured.

2.3 Failed Recordings. Brivo is committed to maintaining reliable and redundant infrastructure to store your video, access, sensor, and other data; however, Brivo cannot be held responsible if Customer Data is lost or recording fails.

2.4 AI and Analytics. Brivo Services may analyze video, audio, access events, credentials, occupancy, device data, and other data using AI, analytics, alerts, alarms, notifications, human review, and identity functions to detect or respond to events. These capabilities are assistive and may produce inaccurate, incomplete, delayed, or false results, or fail to detect events. They should not be relied upon as a sole security measure. You are responsible for verifying, configuring, and determining their suitability for your use. Certain AI and analytics features may involve processing Customer Data through Third-Party Providers, conducted in accordance with this Agreement, Brivo’s Privacy Policy, and applicable data protection laws.

2.5 Private Data. Your video recordings and data are confidential and stored securely. Brivo personnel may access your data and video for maintenance, support, and tuning upon request or during maintenance and other work. You grant Brivo a non-exclusive, royalty-free, worldwide license to use, reproduce, and process aggregated, de-identified, or anonymized Customer Data to develop, train, and improve algorithms, AI models, and overall Brivo Products and Services without identifying you or your organization.

2.6 Billing. Brivo may provide billing and data sharing with Third Party Products that you choose to enable or subscribe to, such as remote video monitoring, remote event monitoring, identity services, visitor services, credential services, or other integrations. Brivo is not responsible for accuracy, timeliness, completion, or anything related to these Third Party Products. Brivo is simply enabling you to obtain these Third Party Products via our Brivo Products and Services. Brivo has no responsibility for the security or cybersecurity of your video or data delivered to these Third Party Products. Brivo is not liable for any damages or losses caused by these Third Party Providers action or inaction.

2.7 Access Control Services. Brivo Products and Services may include Brivo Access and other access control functionality that enables you to administer identities, credentials, schedules, permissions, unlock requests, event monitoring, and access to the Premises. You are solely responsible for determining which persons should be granted or denied access, for configuring permissions and schedules correctly, and for promptly disabling credentials and access rights when appropriate. Brivo does not warrant that any door, lock, reader, controller, credential, mobile credential, relay, integration, or access decision will operate without interruption or error, or that any access event will be granted, denied, recorded, or reported as intended in all circumstances.

2.8 Apple Technology. If (i) you have entered into an agreement with Apple Inc. (« Apple ») for your use of Apple’s technology (as amended from time to time, the « Apple Agreement »), including the use of credentials on an Apple device for physical access control in connection with your Use of the Brivo Products and Services, and (ii) Brivo has entered into an agreement with Apple to serve as a Participating Access Partner in relation to the use of the Apple technology in connection with the Brivo Products and Services, you agree that your rights and obligations in relation to such Apple technology are governed by the terms and conditions of the Apple Agreement, in addition to the terms and conditions of this Agreement. You hereby further authorize Brivo to support and integrate credentials with the Apple technology to pass Authorized User information during the credential provisioning process in connection with your Use of the Brivo Products and Services, and to take such actions as may be necessary to support your compliance with your obligations set forth in the Apple Agreement and to comply with Brivo’s obligations under its agreement with Apple as a Participating Access Partner.

2.9 Mobile Applications and Mobile Credentials. Brivo Products and Services may include mobile applications, mobile credentials, digital wallet credentials, and related mobile functionality. Use of such features may require a compatible device, operating system, network connection, Bluetooth, NFC, location services, or other device permissions. You are responsible for maintaining the security of your device and credentials and for promptly revoking access if a device or credential is lost, stolen, compromised, or no longer authorized. Brivo does not guarantee continued compatibility with all devices, operating systems, or third-party mobile platforms.

API AND THIRD PARTY INTEGRATIONS

3.1 Third Party Integrations. Through the Brivo API, other software tools, and direct integration, the Brivo Service integrates with Third Party Products that offer additional features or functionality. If you enable or use Third Party Products with the Brivo Service, you acknowledges that interoperation of the Third Party Products and the Brivo Service will require the exchange of your Customer Data, and you hereby grants Brivo permission to provide such Third Party Product and its provider access to your Customer Data. Brivo shall not be responsible for the security of your Customer Data, or any use, disclosure, modification, or deletion of such Customer Data, or for any act or omission on the part of the Third Party Provider. Brivo cannot guarantee the continued availability or interoperation of Third Party Products. Any claims by you arising from, among other things, intellectual property infringement, defects, delays, damages, or any other consequences arising from the use of any Third Party Product are the responsibility of the applicable Third Party Product provider and not Brivo, and shall be governed by terms established between such provider and you, and not this Agreement.

3.2 API, SDK and Developer Services. Brivo may provide APIs, SDKs, and developer tools for you to integrate with or extend Brivo Products and Services for authorized business purposes, subject to this Agreement and relevant documentation. You are responsible for all applications and integrations you develop or use and ensuring you have the required rights and permissions to process Customer Data. You must secure your API credentials and notify Brivo immediately of any security compromise. You may not use developer tools illegally, bypass security or licensing restrictions, disrupt Brivo systems, scrape or reverse engineer features, replicate Brivo products, or extract data for migration. Brivo may set rate limits, security standards, and usage quotas. We reserve the right to monitor usage and throttle or suspend access for security, performance, or to enforce agreement terms. Brivo may update or discontinue developer capabilities. We will provide advance notice for material changes to production APIs when feasible. Beta or experimental features may change anytime without notice. API, SDK and Developer Access do not grant rights to resell or commercially distribute Brivo Products and Services.

GENERAL TERMS AND CONDITIONS

4.1 By registering to use Brivo Products and Services, and each time you Use a Brivo Product or Service, you affirm your acceptance of this Agreement and agree to comply now and throughout the period of your use of the Brivo Products and Services and thereafter. If you do not agree to the terms of this Agreement in their entirety, do not Use Brivo Products and Services. You may not modify this Agreement by making any typed, handwritten, or any other changes to it. If you are an administrator of your account, you are binding your entire organization to these terms and conditions.

4.2 Brivo may change this Agreement at any time at its sole discretion. Brivo will provide you thirty (30) days prior notice of any commercially material change to this Agreement by posting notices of change on our website, posting on the website you use to access the Services, including a message along with your invoice, sending you an email, or in another way inside the Services. For non-material changes, no notification will be provided, and you are responsible for checking for any changes published. This Agreement will be available inside the Product and Services for review. If you do not agree to be bound by this Agreement as published by Brivo from time to time, your sole and exclusive remedy is to discontinue using Brivo Products and Services and return any Brivo Equipment.

4.3 If you wish to cancel this Agreement when we make a change to it, you must do so in writing or by email within thirty (30) calendar days after your next Use of a Brivo Product or Service following the change in this Agreement. You acknowledge and agree that if you do elect to cancel this Agreement within the specified period after a change, or, if you cancel or fail to renew an expired or terminated Agreement for any reason, Brivo may delete any information that Brivo has obtained through your Use of Brivo Products and Services, including without limitation, your Customer Data, video recordings, configuration data, sensor data, access event data, and account data. Brivo will not have any of your Customer Data available for your use — it will all be deleted. You further agree to ship back to Brivo all Brivo Equipment that was not purchased and paid for including all Brivo Complete equipment and hardware.

CHARGES AND BILLING

5.1 Charges, Fees, and Taxes You Must Pay. You agree to pay all charges associated with the Brivo Products and Services, including, but not limited to, installation/service call charges, monthly/quarterly/yearly service charges, Hardware or Equipment charges, measured and per event charges, additional feature charges, credential charges, activation charges, applicable federal, state, and local taxes and fees, regulatory recovery fees for municipal, state, and federal government fees or assessments imposed on Brivo, permitted fees, and cost recovery charges. You agree to pay either Brivo or the Brivo Reseller from which you receive your bill or invoice. You may activate or enable features and functions in the Brivo Products and Services that may increase you bill. You agree to pay for all features and functions that you enable.

5.2 How We Will Bill You. Unless you are subject to a minimum term arrangement, Brivo Products and Services are provided to you on a multi-year, year-to-year, quarter-to-quarter, or month-to-month basis. You will be billed in advance for service charges, equipment charges, and fees for all the services that have been ordered, enabled or selected on your account. You are responsible at all times for selection enablement and disablement of Services and the fees and charges associated with them. Your bill may include pro-rated charges from the date you first begin receiving Brivo Products and Services, as well as recurring charges for the next period and charges for non-recurring services you have received. You may be billed for some Brivo Products and Services individually after they have been provided to you. If you receive Brivo Products and Services under a promotion, after the promotional period ends, regular charges for the Brivo Products and Services will apply. We do not waive our rights to collect the full balance owed to us by accepting partial payment. We will apply the partial payment to the outstanding charges in the amounts and proportions that we determine.

5.3 Prepaid Services and Fees. Certain Brivo Products and Services may be offered on a prepaid basis. Unless otherwise stated in an applicable order or written agreement, prepaid fees are non-cancelable and non-refundable once the applicable Products or Services have been activated, provisioned, delivered, or made available. Any unused prepaid amounts or entitlements expire at the end of the applicable term unless otherwise agreed by Brivo or required by applicable law.

5.4 payment terms. Payment is due within thirty (30) calendar days from the date of invoice issuance.

5.5 Alternative Billing Arrangements. Brivo may agree to provide billing services on behalf of Third Party Providers, third parties, affiliates, or as the agent of a third party. Any such third party charges shall be payable pursuant to any contract or other arrangement between you and the third party. We will not be responsible for any dispute regarding these charges between you and any third party. You must address all such disputes directly with the third party.

5.6 Payment Methods and Processing. All payments under this Agreement shall be quoted, invoiced, and paid in the currency specified on the invoice. Payments must be remitted by credit card, check, electronic wire transfer, SEPA, or SWIFT bank transfer to Brivo’s designated account indicated on the invoice. Card payments remain subject to your issuer agreement; if a payment fails or is reversed, you remain fully liable for the outstanding balance upon demand. Payments made by check authorize electronic funds collection. Restrictive endorsements on checks or payments are non-binding on Brivo, and reasonable administrative fees may apply to credit card or check processing.

5.7 Our Remedies if You Pay Late or Fail to Pay. Late or Non-Payments: You may be billed fees, charges, and assessments related to late or non-payments if for any reason (a) Brivo does not receive payment for the Brivo Products and Services by the payment due date or (b) you pay less than the full amount due for the Brivo Products and Services.

5.8 Fees Not Considered Interest or Penalties. Brivo does not anticipate that you will fail to pay for the Services on a timely basis, and we do not extend credit to customers. Any fees, charges, and assessments due to late payment or nonpayment are liquidated damages intended to be a reasonable advance estimate of our costs resulting from late payments and non-payments. These costs will be difficult to calculate or to predict when we set such fees, charges, and assessments, because we cannot know in advance: (a) whether you will pay for the Brivo Products and Services on a timely basis, if ever; (b) if you do pay late, when you will actually pay; and (c) what costs we will incur because of your late payment or non-payment. Collection Costs: If we use a collection agency or attorney to collect money owed by you, you agree to pay the reasonable costs of collection. These costs include, but are not limited to, any collection agency’s fees, reasonable attorneys’ fees, and arbitration or court costs. Suspension/Disconnection: If you fail to pay the full amount due for any or all of the Brivo Products and Services then Brivo, at its sole discretion in accordance with and subject to applicable law, may suspend or disconnect any or all of the Brivo Products and Services you receive and delete any and or all of your Customer Data, without liability to you, and all outstanding amounts will remain due and payable.

5.9 Reconnection Fees and Related Charges. If you reinstate any or all Brivo Products and Services after disconnection, we may require you to pay an installation fee and/or service activation fee. These fees are in addition to all past-due charges and other fees. Reconnection of the Brivo Products and Services is subject to our credit policies, this Agreement, and applicable law.

5.10 Your Responsibilities Concerning Billing Questions. Subject to applicable law, if you intend to dispute a charge or request a billing credit, you must contact Brivo or your Reseller within sixty (60) days of the date on the bill. You waive any disputes or credits that you do not report within sixty (60) days. If there are any billing errors or other requests for credit, you must bring those to our attention within sixty (60) days of the time you receive the bill for which you are seeking correction, unless applicable law provides for a longer period which cannot be waived or otherwise modified.

5.11 Email Billing. You agree to accept all bills via electronic delivery such as email, if applicable.

5.12 Return of Equipment. Some Brivo Products and Services may provide you with Brivo Equipment or Brivo Hardware for your use. You agree to return all Brivo Equipment directly to Brivo that has been provided to you. You agree to return it at your cost when and if your Services with Brivo end. If you fail to return the Brivo Equipment within thirty (30) days, you agree to pay the full list price of all such Brivo Equipment to Brivo.

5.13 Your Responsibility for False Alarm, Witness and Permit Fees. Brivo shall not be liable for any fines, fees, or penalties imposed by government agencies or emergency responders in connection with your Use of Brivo Products and Services, including but not limited to (a) false alarm fines, (b) permit violations or fees, or (c) police, fire, or emergency response fees/costs. If any such fines or charges are assessed against Brivo due to your actions or omissions, you shall be responsible for reimbursing Brivo in full. Brivo shall also have the right to charge you $200 per hour for any time spent responding to subpoenas, legal proceedings, or appearances related to you, whether requested by a third party or you.

5.14 Reseller Commercial Terms. Where you obtain Brivo Products and Services through a Brivo Reseller, you acknowledge that the pricing, invoicing, payment terms, and all other commercial arrangements governing the provision of Brivo Products and Services are established solely between you and the applicable Brivo Reseller, and are not the responsibility of Brivo. Brivo is not a party to any commercial agreement between you and a Brivo Reseller and shall have no liability with respect to any pricing, discounts, billing errors, or payment disputes arising from that relationship. You must direct all commercial inquiries, billing disputes, and payment issues directly to the applicable Brivo Reseller. Notwithstanding the foregoing, Brivo reserves the right to suspend or terminate your access to Brivo Products and Services in the event of non-payment to, or material breach of or termination of Brivo’s agreement with, the applicable Brivo Reseller, without liability to you.

LEGAL REQUIREMENTS

6.1 Requirements for Registration or Use of Brivo Products. Brivo Products or Services are intended and offered only for lawful use by individuals or organizations with the legal capacity and authority under applicable law to enter into a contract. Brivo does not offer Brivo Products or Services to minors or where prohibited by law. By registering for and/or by using Brivo Products or Services, you represent and warrant that you have the legal capacity and authority to enter into a binding agreement to adhere to this Agreement and that you will Use Brivo Products or Services only in accordance with this Agreement and with all applicable laws. If you are using Brivo Products or Services on behalf of an entity or organization, you warrant, represent, and covenant to Brivo that you are duly authorized to agree to these Brivo Terms of Service terms on behalf of the organization and to bind the organization to them. You agree to provide accurate and complete information when you register for a Brivo Product or Service and you agree to keep such information accurate and complete during the entire time that you Use Brivo Products or Services. We may ask you from time to time to establish a user name or password to access or use the Brivo Products or Services. You are solely responsible for any consequences arising in whole or in part out of your failure to maintain the confidentiality of your username and/or password. You acknowledge that the use of or connection to the Internet provides the opportunity for unauthorized third parties to circumvent security precautions and illegally gain access to Brivo Products and Services. Accordingly, Brivo cannot and does not guarantee the privacy, security, or authenticity of any information so transmitted over or stored in any system connected to the Internet.

You are entirely responsible for maintaining the confidentiality of your authentication information. You must not disclose it to anyone else and must take appropriate steps to keep your information secure by not using an obvious password and ensuring that you keep your password confidential and change it regularly. You are solely responsible for keeping your password confidential and secure. Furthermore, you are entirely responsible for any and all activities that occur under your account, including any unauthorized use of your user name and password. You agree to notify Brivo immediately of any unauthorized use of your account or any other breach of security. Brivo will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by Brivo or another party due to someone else using your account or password. You may not use anyone else’s account at any time without the permission of the account holder.

6.2 If you use Brivo Access or any access control functionality, you are responsible for all credentials, mobile credentials, identity records, access groups, schedules, permissions, and door-control settings created, issued, administered, or enabled through your account. You represent and warrant that you have obtained all rights, notices, and consents necessary to create, issue, manage, suspend, and revoke credentials and access rights for Authorized Users and other individuals whose information you submit to the Services.

6.3 Lawful Use of Brivo Products or Services. You may not use Brivo Products or Services if you are a citizen, national, or resident of, or controlled by the government of, any country or territory subject to comprehensive U.S. sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC). Brivo maintains sole discretion regarding where it provides services.

Each time you use Brivo Products or Services, you represent, warrant, and covenant that:

You are not located in, a national or resident of, or controlled by the government of any sanctioned or embargoed country or territory;
You will not export or re-export Brivo Software or Hardware, directly or indirectly, to any sanctioned country, territory, or national thereof;
You are not listed on any U.S. government restricted party list, including OFAC’s Specially Designated Nationals List, the Department of Commerce’s Denied Persons or Entity Lists, or the Department of State’s Debarred Parties List;
You will not export or re-export Brivo Products or Services to any individual or entity on a U.S. restricted party list;
You will not use or permit the use of Brivo Products and Services for any unlawful purpose, including the development, design, manufacture, or production of weapons of mass destruction;
You will comply with all applicable export control laws and regulations; and
You will not use or allow others to use Brivo Products or Services to create, store, back up, distribute, or provide access to illegal content.

You agree to notify Brivo immediately in writing if any of these representations cease to be accurate.

6.4 Customer Security Obligations. You are solely responsible for maintaining the security of your Brivo Products and Services account(s), network, and computing environment used in connection with the Brivo Products and Services. You agree to: (a) implement and maintain reasonable and appropriate technical and organizational security measures to protect your account credentials and prevent unauthorized access to the Brivo Products and Services or Brivo’s systems; (b) immediately notify Brivo in writing upon discovery of any actual or suspected unauthorized access to your account, any compromise of your credentials, or any security incident that may affect the integrity or availability of the Brivo Products and Services; (c) ensure that your network environment meets Brivo’s minimum technical and security requirements; (d) promptly revoke access rights and credentials for any individual who is no longer authorized to access the Premises or the Brivo Products and Services; (e) promptly apply security updates and patches to Customer Equipment used in connection with the Brivo Products and Services; and (f) maintain commercially reasonable cyber liability insurance during the term of this Agreement. Brivo shall have no liability for any loss, damage, unauthorized access, data breach, or security incident attributable in whole or in part to your failure to comply with this Section. You shall indemnify, defend, and hold harmless Brivo for any and all damages, claims, costs, regulatory fines, or losses incurred by Brivo arising from your failure to maintain adequate security for your account or Customer Equipment.

CHANGES TO BRIVO PRODUCTS AND SERVICES

7.1 Brivo has the right at any time to change, modify, add to, discontinue, or retire any Brivo Product or Service and any aspect or feature of the Brivo Products and Services, including, but not limited to, the edition, software, hours of availability, equipment needed for access or use, the types of files that are stored, the maximum disk space allotted on Brivo servers on your behalf either cumulatively or for any particular service, or the availability of Brivo Products or Services on any particular device or service.

7.2 Brivo will provide notice of material changes to the Brivo Products and Services or this Agreement by posting them to brivo.com or through the Services. Brivo has no obligation to provide you with notice of those changes in any other manner. It is your responsibility to check our website or the Services periodically to inform yourself of any such changes.

7.3 From time to time, Brivo may issue new releases, revisions, or enhancements to the Brivo Products and Services available to you free of charge or for a fee. New releases, revisions, or enhancements may be licensed, used, downloaded, and installed only to the extent that you hold a valid license to Use the Brivo Products and Services being updated or upgraded, and you may use them only in accordance with the then-current version of this Agreement and any additional license terms that may accompany them.

7.4 Brivo may automatically update Brivo Products and Services, Equipment, or Brivo Software you have installed on your computer without your prior consent. If any automatic updates involve the payment of additional fees, we will provide you with the opportunity to approve such fees before the new functionality is enabled. If you fail or refuse to approve such fees, Brivo may, in its sole discretion, terminate your current Services, continue to support your current Brivo Products and Services without the automatic update, or replace your Brivo Products and Services with other Brivo Products and Services. If Brivo updates the Brivo Products and Services without requiring an additional fee and you object to the change, your sole remedy is to terminate your Use of the Brivo Products and Services.

7.5 Brivo reserves the right at any time to change or modify fees for the Brivo Products and Services. If at any time Brivo increases or adds a fee for the Service, you will be given reasonable advance notice of such changes and the opportunity to cancel before such charges are imposed. If you elect not to pay any fees charged by Brivo, Brivo shall have the right to cease providing Brivo Products or Services to you. If you find a change in the Services unacceptable, you have the right to cancel your Services. However, if you continue to receive Services after the change, this will constitute your acceptance of the change.

ACCESS TO YOUR PREMISES, CUSTOMER EQUIPMENT, BRIVO EQUIPMENT

8.1 Access to Premises. You agree to allow us and our agents the right to enter your Premises at which the Services and/or Brivo Equipment will be provided at reasonable times, for purposes of installing, configuring, maintaining, inspecting, upgrading, replacing, and removing the Services and/or Brivo Equipment used to receive any of the Brivo Products and Services. You warrant that you are either the owner of the Premises or that you have the authority to give us access to the Premises. If you are not the owner of the Premises, you are responsible for obtaining any necessary approval from the owner to allow our agents and us into the Premises to perform the activities specified above. In addition, you agree to supply our agent, or us if we ask, the owner’s name, address, and phone number and/or evidence that the owner has authorized you to grant access to us and our agents to the Premises.

8.2 You agree to allow us and our agents the rights to insert USB Devices, cards, and other hardware in your Customer Equipment, send software and/or “downloads” to the Customer Equipment and install, configure, maintain, inspect, and upgrade your Customer Equipment and Brivo Equipment. You warrant you are either the owner of the Customer Equipment or that you have the authority to give us access to the Customer Equipment. If you are not the owner of the Customer Equipment, you are responsible for obtaining any necessary approval from the owner to allow us and our agents access to the Customer Equipment to perform the activities specified above. In addition, you agree to supply us or our agents, if we ask, the owner’s name, address, and phone number and/or evidence that the owner has authorized you to grant access to us and our agents to the Customer Equipment to perform the activities specified above.

8.3 Data Collection, Encryption, Privacy, and Disclosure. Brivo will collect and use Personal Information in accordance with the terms of our Brivo Privacy Policy, which is incorporated into and made a part of these Brivo Terms of Service terms. You hereby consent to Brivo’s use of your Personal Information under the terms of the Brivo Privacy Policy, as it may be amended from time to time. To provide its services, Brivo Software or Hardware routinely scans your computer network in order to detect new, modified, or changed equipment. Data is transmitted and stored at Brivo facilities in an encrypted format. You hereby give authorization for Brivo to access the data during the operation, configuration, and for assisting you with any support request or maintenance needs.

MAINTENANCE AND OWNERSHIP OF EQUIPMENT AND SOFTWARE

9.1 You agree that, except for the wiring installed inside the Premises (“Inside Wiring”) or Brivo Hardware purchased by you from Brivo, all Brivo Equipment belongs to us or third parties and will not be deemed fixtures or in any way part of the Premises. You agree to use Brivo Equipment only for the Services pursuant to this Agreement. We may remove, change, or replace the Brivo Equipment at our discretion at any time the Services are active or following termination of your Services. You agree that our addition, removal, or change of the Brivo Equipment may interrupt your Services. You may not sell, lease, abandon, modify, or give away the Brivo Equipment, or permit any other provider to use the Brivo Equipment. The Brivo Equipment may be used only at the Premises. You agree that you will not allow anyone other than Brivo or its agents to service the Brivo Equipment. You will be directly responsible for loss, repair, replacement, and other costs, damages, fees, and charges if you do not return the Brivo Equipment to us in an undamaged condition.

9.2 Brivo has no responsibility for the operation, support, maintenance, or repair of any Customer Equipment, including, but not limited to, Customer Equipment to which Brivo or a third party has sent software or “downloads.”

9.3 Brivo will replace or repair any Brivo Equipment provided as part of your « setup fee » or other Brivo-provided equipment program, provided that your account is in good standing and fully paid, you meet all of Brivo’s customary requirements, the equipment has valid subscriptions attached, and provided that the equipment has not been tampered with, has been properly cared for, has been maintained according to Brivo guidelines, has been installed, operated, or maintained in accordance with instructions supplied by Brivo or standard practice, and has not been subjected to abnormal physical or electrical stress, misuse, negligence, or to an accident. The replacement may be the same or different equipment, however it will meet the original requirements. The replacement may be new or refurbished equipment. Brivo makes no warranty about the timeliness of the replacement.

9.4 End User Software Licenses. You agree to comply with the terms and conditions of all end user license agreements accompanying any software or plug-ins to such software distributed or used in connection with the Services. All such agreements are incorporated in this Agreement by reference. When this Agreement terminates, all end user licenses also terminate; you agree to destroy at that time all versions and copies of all software received by you in connection with the Services.

USE OF SERVICES

10.1 You agree that the Services and the Brivo Equipment will be used only for internal purposes. You agree and represent that you will not resell or permit another to resell the Services in whole or in part. You will not use or permit another to use the Brivo Equipment or the Services, directly or indirectly, for any unlawful purpose, including, but not limited to, in violation of any posted Brivo policy applicable to the Services. Use of the Brivo Equipment or Services for transmission, communications, storage, access control, or monitoring of any information, data, or material in violation of any U.S. federal, state, or local regulation or law is prohibited. You acknowledge that you are accepting this Agreement on behalf of all persons who use the Brivo Equipment and/or Services at the Premises and that you shall have sole responsibility for ensuring that all other users understand and comply with the terms and conditions of this Agreement and any applicable Brivo policies including, but not limited to, acceptable use and privacy policies. You further acknowledge and agree that you shall be solely responsible for any transactions, including, without limitation, purchases made through or in connection with the Services. You agree to indemnify, defend, and hold harmless Brivo and its Brivo Resellers, suppliers, and agents against all claims and expenses (including reasonable attorneys’ fees) arising out of the use of the Services, the Brivo Equipment and/or the Customer Equipment or the breach of this Agreement, or any of the applicable Brivo policies by you or any other user of the Services at the Premises.

10.2 BRIVO SHALL HAVE THE ABSOLUTE AND UNILATERAL RIGHT IN ITS SOLE DISCRETION TO DENY USE OF AND ACCESS TO ALL OR ANY PORTION OF BRIVO PRODUCTS OR SERVICES TO USERS WHO ARE DEEMED BY BRIVO TO BE USING THE BRIVO PRODUCTS OR SERVICES IN A MANNER NOT REASONABLY INTENDED BY BRIVO OR IN VIOLATION OF LAW, INCLUDING BUT NOT LIMITED TO SUSPENDING OR TERMINATING A USER’S ACCOUNT WITH BRIVO AND THE LICENSE TO USE THE BRIVO PRODUCTS OR SERVICES.

10.3 You agree that Brivo may terminate your Brivo Services and access to the Brivo Products or Services for reasons including, but not limited to, breaches or violations of this Agreement, a request by you to terminate your account, discontinuance or material modification of the Brivo Products or Services, unexpected technical issues or problems, extended periods of inactivity, and requests by law enforcement or other government agencies. Termination of your Brivo Products and Services includes termination of access to the Brivo Products and Services and deletion of your Customer Data in accordance with this Agreement. Upon termination, you agree to uninstall and destroy software components provided to you as part of the Brivo Products and Services and return all Brivo Equipment.

10.4 You agree that we may, in our sole discretion and from time to time, establish or amend general operating practices to maximize the operation and availability of Brivo Products or Services and to prevent abuses. As part of these practices, we reserve the right to monitor our systems to identify excessive consumption of network resources and to take such technical and other remedies as we deem appropriate. Your consumption of Brivo Products or Services may be deemed excessive if, within any month, your usage greatly exceeds the average level of monthly usage of Brivo’s users. In the event you are deemed to have violated this policy, we reserve the right to offer an alternative pricing plan that will permit you to continue to Use Brivo Products or Services. Although violations of this policy have been infrequent, we nevertheless reserve the right to terminate or suspend this Agreement without prior notice in the event of a violation of this policy.

ASSIGNABILITY

This Agreement and the Services furnished hereunder may not be assigned by you without Brivo’s prior written consent, which Brivo may withhold in its sole discretion. Any purported assignment by you without such consent shall be null and void. You agree to notify us immediately of any changes of ownership or occupancy of the Premises. Brivo may freely assign its rights and obligations under this Agreement.

TERMINATION OF THIS AGREEMENT

12.1 Term. This Agreement will be in effect from the time that the Services are activated until (1) it is terminated as provided for by this Agreement or any addendum to this Agreement or (2) it is replaced by a revised Agreement. If you self-install Brivo Equipment, charges for Services begin on the earliest of (1) the day on which you obtained the Brivo Equipment, (2) the day you install the Services, or (3) five (5) days after the date we ship the Brivo Equipment to you.

12.2 Termination by You. Unless you have signed a minimum-term agreement, you may terminate this Agreement for any reason at any time by notifying Brivo in one of two ways: (1) send a written notice to Brivo’s business office by registered mail or overnight delivery service; or (2) delete all your data, devices, and subscriptions, return all Equipment to Brivo, and send an email to the support contact made available through Brivo indicating closure of your account. Subject to applicable law or the terms of any agreements with governmental authorities, all applicable fees and charges for the Services will accrue until this Agreement has terminated, the Services have been disconnected, and all Brivo Equipment has been returned. We will not refund any prepaid or invoiced fees charged for Services, except as otherwise expressly required by this Agreement or applicable law. Upon termination of this Agreement, all your Customer Data will be deleted in accordance with this Agreement.

12.3 Suspension and Termination by Brivo. Under the conditions listed below, Brivo reserves the right, subject to applicable law, to act immediately and without notice to terminate or suspend the Services and/or to remove from the Services any information, data, or video transmitted by or to any Authorized User. Brivo may take these actions if it: (1) determines that your use of the Services does not conform to the requirements set forth in this Agreement; (2) determines that your use of the Services interferes with Brivo’s ability to provide the Services to others; (3) reasonably believes that your use of the Services may violate any laws, regulations, or written or electronic instructions for use; or (4) reasonably believes that your use of the Services interferes with or endangers the health and/or safety of our personnel or third parties. Brivo’s action or inaction under this Section does not constitute review or approval of your or any other user’s use of the Services or information or video transmitted by or to you or such users.

12.4 Your Obligations Upon Termination. You agree that upon termination of this Agreement you will do the following: You will immediately cease all use of the Services and all Brivo Equipment; you will pay in full for your use of the Services up to the date that this Agreement has been terminated and the Services are disconnected; and, within ten (10) days of the date on which Services are disconnected, you will return all Brivo Equipment to us, normal wear and tear excepted. Otherwise, you will be charged the amount set forth in the current price lists for such Brivo Equipment. You may also be charged incidental costs that we incur in replacing the Brivo Equipment. Upon our request during regular business hours at a time agreed upon by you and us, you will permit us and our employees, agents, contractors, and representatives to access the Premises during regular business hours to remove all Brivo Equipment and other material provided by Brivo.

LIMITED WARRANTY

13.1 THE BRIVO SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER BRIVO NOR ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS, CONTRACTORS, DISTRIBUTORS, LICENSORS, THIRD PARTY PROVIDERS, OR BUSINESS PARTNERS WARRANT THAT THE BRIVO PRODUCTS AND SERVICES WILL MEET YOUR REQUIREMENTS, PROVIDE UNINTERRUPTED USE, OPERATE AS REQUIRED, WITHOUT DELAY, WITHOUT ERROR, DETECT EVENTS OR INCIDENTS, OR RESPOND TO INCIDENTS. NEITHER BRIVO NOR ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS, CONTRACTORS, DISTRIBUTORS, LICENSORS, THIRD PARTY PROVIDERS, OR BUSINESS PARTNERS WARRANT THAT ANY COMMUNICATIONS, VIDEO, OR OTHER DATA WILL BE TRANSMITTED OR STORED IN UNCORRUPTED FORM. ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF PERFORMANCE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY, ARE HEREBY DISCLAIMED AND EXCLUDED UNLESS OTHERWISE PROHIBITED OR RESTRICTED BY APPLICABLE LAW. Brivo, Brivo Resellers, and Third Party Providers do not warrant that the functions contained in the Brivo Products and Services will meet your requirements, that operation of the Brivo Products and Services will be uninterrupted or error-free, or that defects in the Brivo Products and Services will be corrected. Brivo and Brivo Resellers do not warrant or make any representations regarding the use or the results of the use of the Brivo Products and Services in terms of correctness, accuracy, reliability, or otherwise. Brivo and Brivo Resellers do not represent or warrant that users will be able to access or Use the Brivo Products and Services at times or locations of their choosing, or that Brivo and Brivo Resellers will have adequate capacity for any user’s requirements. No oral or written statement, information, or advice given by Brivo, Brivo Resellers, or their respective employees, distributors, dealers, or agents creates any warranty. You may have other statutory rights. However, to the full extent permitted by law, the duration of statutorily required warranties, if any, shall be limited to the applicable warranty period.

13.2 Limited Hardware Warranty for Purchased Brivo Hardware. Brivo or the authorized reseller or distributor selling the Brivo Product or Service warrants that, commencing from the date of delivery to you (but, in the case of resale by a Brivo reseller, commencing not more than sixty (60) days after original shipment by Brivo), and continuing for a period of two (2) years: (a) its Brivo Hardware (excluding any software) will be free from material defects in materials and workmanship under normal use; and (b) the software provided in connection with its hardware, including any software contained or embedded in such products, will substantially conform to Brivo’s published specifications in effect as of the date of manufacture. Except for the foregoing, the software is provided as is. In no event does Brivo warrant that the software is error-free or that you will be able to operate the software without problems or interruptions. In addition, due to the continual development of new techniques for intruding upon and attacking networks, Brivo does not warrant that the software or any equipment, system, or network on which the software is used will be free of vulnerability to intrusion or attack. This limited warranty extends only to the original Customer of the Brivo product and is nontransferable. Your sole and exclusive remedy, and the entire liability of Brivo under this limited warranty, shall be, at Brivo’s or its service center’s option and expense, the repair, replacement, or refund of the purchase price of any Brivo Hardware. Hardware replaced under the terms of this limited warranty may be refurbished or new equipment substituted with like function, at Brivo’s option. Brivo’s obligations hereunder are conditioned upon the return of affected Brivo Hardware in accordance with Brivo’s then-current warranty and Return Material Authorization (“RMA”) procedures. All replacement parts will be new or refurbished, at Brivo’s discretion, and shall be furnished on an exchange basis. All parts removed for replacement will become the property of Brivo. In connection with warranty services hereunder, Brivo may, at its discretion, modify the Brivo Hardware at no cost to you to improve its reliability or performance. The warranty period is not extended if Brivo repairs or replaces a warranted product or any part of it. Brivo may change the availability of limited warranties at its discretion, but any changes will not be retroactive. IN NO EVENT SHALL BRIVO’S LIABILITY EXCEED THE PRICE PAID FOR THE PRODUCT, NOR SHALL BRIVO BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OF THE PRODUCT, ITS ACCOMPANYING SOFTWARE, OR ITS DOCUMENTATION. This limited warranty does not apply to Brivo products that are or have been (a) marked or identified as “sample” or “beta,” (b) loaned or provided to you at no cost, (c) sold “as is,” (d) repaired, altered, or modified except by Brivo, (e) not installed, operated, or maintained in accordance with instructions supplied by Brivo or standard practice, or (f) subjected to abnormal physical or electrical stress, misuse, negligence, or accident. Third-party Brivo Hardware may not be covered by Brivo’s direct warranty, but instead may be covered by the original manufacturer’s warranty.

LIMITATION OF BRIVO’S LIABILITY

14.1 Application. The limitations of liability set forth in this Section apply to any acts, omissions, and negligence of Brivo and its underlying third-party service providers, agents, suppliers, distributors, licensors, Third Party Providers, and business partners (and their respective officers, employees, agents, contractors, or representatives) that, but for this provision, would give rise to a cause of action in contract, tort, or under any other legal doctrine.

14.2 Customer Equipment. CUSTOMER EQUIPMENT MAY BE DAMAGED OR SUFFER SERVICE OUTAGES AS A RESULT OF THE INSTALLATION, SELF-INSTALLATION, USE, INSPECTION, MAINTENANCE, UPDATING, REPAIR, AND REMOVAL OF BRIVO EQUIPMENT, CUSTOMER EQUIPMENT, AND/OR THE SERVICES. EXCEPT FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER BRIVO NOR ANY OF ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS, OR CONTRACTORS SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY DAMAGE TO, LOSS OF, OR DESTRUCTION OF CUSTOMER EQUIPMENT. IN THE EVENT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY BRIVO OR ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS, CONTRACTORS, DISTRIBUTORS, LICENSORS, OR BUSINESS PARTNERS, WE SHALL PAY, AT OUR SOLE DISCRETION, FOR THE REPAIR OR REPLACEMENT OF THE DAMAGED CUSTOMER EQUIPMENT UP TO A MAXIMUM OF $500. THIS SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO SUCH ACTIVITY. BRIVO EQUIPMENT MAY SCAN YOUR NETWORK, ADJUST SETTINGS ON YOUR EQUIPMENT, OR OTHERWISE INTERACT WITH EQUIPMENT ON YOUR NETWORK. BRIVO IS NOT RESPONSIBLE IN ANY WAY FOR DAMAGE, LOSS OF DATA, OR ANY OTHER CONSEQUENCES OF THIS, EXCEPT AS OTHERWISE EXPRESSLY REQUIRED BY APPLICABLE LAW.

14.3 Other Services or Equipment. BY ACCEPTING THIS AGREEMENT, YOU WAIVE ALL CLAIMS AGAINST BRIVO FOR INTERFERENCE, DISRUPTION, OR INCOMPATIBILITY BETWEEN THE BRIVO EQUIPMENT OR THE SERVICES AND ANY OTHER SERVICES, SYSTEMS, OR EQUIPMENT. IN THE EVENT OF SUCH INTERFERENCE, DISRUPTION, OR INCOMPATIBILITY, YOUR SOLE REMEDY SHALL BE TO TERMINATE THE SERVICES. NEITHER BRIVO NOR ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS, CONTRACTORS, RESELLERS, DISTRIBUTORS, LICENSORS, OR BUSINESS PARTNERS SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY DAMAGE TO OR LOSS OF ANY HARDWARE, SOFTWARE, FILES, OR DATA RESULTING FROM A VIRUS, ANY OTHER HARMFUL FEATURE, OR ANY ATTEMPT TO REMOVE IT. In addition, as part of the installation process for the software and other components of the Services, system files on your Customer Equipment may be modified. Brivo does not represent, warrant, or covenant that these modifications will not disrupt the normal operation of any Customer Equipment, including without limitation your computer(s), or cause the loss of files. Brivo does not represent, warrant, or covenant that the installation of special software or applications or access to our web portal(s) will not cause the loss of files or disrupt the normal operation of any Customer Equipment, including, but not limited to, your computer(s). FOR THESE AND OTHER REASONS, YOU ACKNOWLEDGE AND UNDERSTAND THE IMPORTANCE OF BACKING UP ALL FILES TO ANOTHER STORAGE MECHANISM PRIOR TO SUCH ACTIVITIES. YOU UNDERSTAND AND ACCEPT THE RISKS IF YOU DECIDE NOT TO BACK UP FILES. NEITHER BRIVO NOR ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS, CONTRACTORS, DISTRIBUTORS, LICENSORS, OR BUSINESS PARTNERS SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY DAMAGE TO OR LOSS OF ANY SOFTWARE, FILES, OR DATA.

14.4 Disruption of Service. The Brivo Products and Services are not fail-safe and are not designed or intended for use in situations requiring fail-safe performance or in which an error or interruption in the Services could lead to severe injury to business, persons, property, or environment (“High Risk Activities”). High Risk Activities include, without limitation, vital business or personal communications, activities where absolutely accurate data or information is required, and any situation in which a failure of access control, door locking, credential verification, identity management, or other physical security functionality could result in personal injury, death, property damage, theft, trespass, or unauthorized access to any premises or facility. You expressly assume all risks of any damages resulting from High Risk Activities. We shall not be liable for any inconvenience, loss, liability, or damage resulting from any interruption of the Services, directly or indirectly caused by, or proximately resulting from, any circumstances beyond our control, including, but not limited to, causes attributable to you or your property; inability to obtain access to the Premises; failure of any signal at the transmitter; failure of a communications satellite; loss of use of poles, or other utility facilities; strike; labor dispute; riot or insurrection; war; explosion; malicious mischief; fire, flood, lightning, earthquake, wind, ice, extreme weather conditions, or other acts of God; failure or reduction of power; or any court order, law, act or order of government restricting or prohibiting the operation or delivery of the Services. EXCEPT AND UNLESS SPECIFICALLY PROHIBITED BY LAW, ANY SERVICE CREDIT SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY FOR AN INTERRUPTION OF SERVICES. Any credits provided by Brivo are at our sole discretion and in no event shall constitute or be construed as a course of conduct by Brivo. You acknowledge and agree that the Brivo Products or Services are not intended for use with any high risk or strict liability activity, including, without limitation, air or space travel, technical building or structural design, power plant design or operation, life support or emergency medical operations or uses, access control for critical infrastructure, or physical security operations where a failure could result in personal injury or death. Brivo makes no warranty and shall have no liability arising from any Use of the Brivo Products or Services in any High Risk Activity, including without limitation any claim that a failure of access control, door locking, credential verification, identity management, or related physical security functions caused or contributed to personal injury, death, property damage, theft, trespass, or unauthorized access to any premises or facility.

14.5 Third Parties. Notwithstanding anything to the contrary in this Agreement, you acknowledge and understand that we may use Third Party Providers to provide components of the Products and Services, including without limitation, their services, equipment, infrastructure, or content. Brivo is not responsible for the performance (or non-performance) of Third Party Products, equipment, infrastructure, or content, whether or not they constitute components of the Brivo Products and Services. Brivo shall not be bound by any undertaking, representation, or warranty made by an agent or employee of Brivo or of our underlying Third Party Providers and suppliers in connection with the installation, maintenance, or provision of the Brivo Products and Services, if that undertaking, representation, or warranty is inconsistent with the terms of this Agreement. Brivo is not responsible for any services, equipment, or infrastructure that are not provided by us, and we shall have no liability with respect to such services, equipment, infrastructure, and content. Where applicable, Third Party Products may be subject to additional terms of the applicable Third Party Provider. Where Brivo resells, embeds, or otherwise provides a Third Party Product as part of a Brivo Product or Service without separate third-party terms being presented to you, your contractual relationship for that Product or Service remains with Brivo under this Agreement. If you do not agree to abide by the applicable terms for any such Third Party Products, then you should not install, access, enable, or use such Third Party Products. Brivo makes no warranties, express or implied, regarding Third Party Products, including but not limited to warranties of merchantability or fitness for a particular purpose. Brivo expressly disclaims any responsibility for the actions or omissions of any Third Party Provider. This acknowledgment and agreement regarding the use of Third Party Providers and the associated disclaimers and limitations of liability are expressly acknowledged and agreed to by you.

14.6 Insurance Not Provided by Brivo. BRIVO DOES NOT PROVIDE INSURANCE. YOU ACKNOWLEDGE AND AGREE THAT BRIVO IS NOT AN INSURER, AND NO INSURANCE COVERAGE IS PROVIDED UNDER THIS AGREEMENT. BRIVO PRODUCTS AND SERVICES DO NOT ELIMINATE RISKS OR GUARANTEE THAT LOSS OR DAMAGE WILL NOT OCCUR. ALL RISK OF LOSS, DAMAGE, OR LIABILITY ARISING FROM EVENTS SUCH AS INJURY, DEATH, BURGLARY, THEFT, FIRE, SMOKE, WATER, EQUIPMENT FAILURE, VANDALISM, BRIVO NEGLIGENCE, OR HUMAN ERROR SHALL REMAIN WITH YOU. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY WAIVE, AND SHALL OBTAIN FROM EACH OF YOUR APPLICABLE INSURERS A WAIVER OF SUBROGATION ENDORSEMENT OR EQUIVALENT PROVISION PURSUANT TO WHICH YOUR INSURERS WAIVE, ANY AND ALL RIGHTS OF SUBROGATION OR RECOVERY AGAINST BRIVO, ITS AFFILIATES, EMPLOYEES, AGENTS, AND SUBCONTRACTORS, FOR ANY LOSS OR DAMAGE ARISING OUT OF OR RELATING TO THE BRIVO PRODUCTS AND SERVICES. YOU REPRESENT AND WARRANT THAT YOU HAVE OBTAINED OR WILL OBTAIN SUCH WAIVER OF SUBROGATION ENDORSEMENTS PRIOR TO ACTIVATING THE BRIVO PRODUCTS AND SERVICES. IN THE EVENT YOU FAIL TO OBTAIN SUCH ENDORSEMENTS AND YOUR INSURER ASSERTS A SUBROGATION CLAIM AGAINST BRIVO, YOU SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS BRIVO FROM ANY SUCH SUBROGATION CLAIM, INCLUDING ALL ATTORNEYS’ FEES AND COSTS INCURRED BY BRIVO IN DEFENDING SUCH CLAIM.

14.7 Damages. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, NEITHER BRIVO NOR ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS, CONTRACTORS, RESELLERS, DISTRIBUTORS, LICENSORS, OR BUSINESS PARTNERS SHALL UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY (INCLUDING, BUT NOT LIMITED TO, TORT OR CONTRACT) HAVE ANY LIABILITY TO THE CUSTOMER OR TO ANY OTHER PERSON OR ENTITY FOR THE FOLLOWING LOSSES, DAMAGES, OR COSTS: (1) ANY INDIRECT, INCIDENTAL, SPECIAL, TREBLE, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL LOSSES OR DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF EARNINGS, LOSS OF BUSINESS OPPORTUNITIES, PERSONAL INJURIES, OR DEATH) THAT RESULT DIRECTLY OR INDIRECTLY FROM OR IN CONNECTION WITH (a) YOUR RELIANCE ON OR USE OF THE BRIVO EQUIPMENT OR THE SERVICES OR (b) THE INSTALLATION, SELF-INSTALLATION, MAINTENANCE, FAILURE, OR REMOVAL OF THE SERVICES (INCLUDING, BUT NOT LIMITED TO, ANY MISTAKES, OMISSIONS, INTERRUPTIONS, COMPUTER OR OTHER HARDWARE OR SOFTWARE BREACHES, FAILURES OR MALFUNCTIONS, DELETION OR CORRUPTION OF FILES, WORK STOPPAGE, ERRORS, DEFECTS, DELAYS IN OPERATION, DELAYS IN TRANSMISSION, OR FAILURE OF PERFORMANCE OF THE SERVICES, THE BRIVO EQUIPMENT, OR THE CUSTOMER EQUIPMENT, OR ANY OTHER MISTAKES, OMISSIONS, LOSS OF VIDEO, OR OTHER INFORMATION OR DATA); OR (2) ANY LOSSES, CLAIMS, DAMAGES, EXPENSES, LIABILITIES, LEGAL FEES, OR OTHER COSTS THAT RESULT DIRECTLY OR INDIRECTLY FROM OR IN CONNECTION WITH ANY ALLEGATION, CLAIM, SUIT, OR OTHER PROCEEDING BASED UPON A CONTENTION THAT THE USE OF THE BRIVO EQUIPMENT OR THE SERVICES BY YOU OR ANY OTHER PERSON OR ENTITY INFRINGES UPON THE CONTRACTUAL RIGHTS, PRIVACY, CONFIDENTIALITY, COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY; OR (3) IN NO EVENT WILL BRIVO’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID TO BRIVO OR TO ANY AUTHORIZED BRIVO RESELLER FOR THE BRIVO PRODUCTS AND SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14.8 Customer’s Sole Remedies. Your sole and exclusive remedies under this Agreement are as expressly set forth in this Agreement. The above limitations may not apply if your state or government does not allow the exclusion or limitation of implied warranties or does not allow the limitation or exclusion of incidental or consequential damages. In those states, the liability of Brivo and its employees, affiliates, suppliers, agents, contractors, distributors, licensors, and business partners is limited to the maximum extent permitted by law.

14.9 Survival of Limitations. All representations, warranties, indemnifications, and limitations of liability contained in this Agreement shall survive the termination of this Agreement; any other obligations of the parties hereunder shall also survive, if they relate to the period before termination or if, by their terms, they would be expected to survive such termination.

14.10 Force Majeure. Brivo shall not be liable for any delay or failure to perform any obligation under this Agreement to the extent such delay or failure is directly caused by circumstances beyond Brivo’s reasonable control, including without limitation acts of God, natural disasters, fire, flood, earthquake, epidemic, pandemic, governmental action or regulation, war, terrorism, riot, civil unrest, labor disputes or strikes, power outages, internet or telecommunications infrastructure failures, cyberattacks or denial-of-service attacks against Brivo’s infrastructure, or failure of third-party service providers or suppliers. In the event of such a force majeure event, Brivo’s performance obligations shall be suspended for the duration of the event, and Brivo shall use commercially reasonable efforts to resume performance as soon as practicable. For the avoidance of doubt, force majeure events shall not excuse your payment obligations under this Agreement.

INDEMNIFICATIONS AND LIABILITY OF CUSTOMER

YOU AGREE THAT YOU SHALL BE RESPONSIBLE FOR AND SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS BRIVO AND ITS EMPLOYEES, AFFILIATES, SUPPLIERS, AGENTS, CONTRACTORS, DISTRIBUTORS, LICENSORS, AND BUSINESS PARTNERS AND SHALL REIMBURSE US FOR ANY DAMAGES, LOSSES OR EXPENSES (INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND COSTS) INCURRED BY US IN CONNECTION WITH ANY CLAIMS, SUITS, JUDGMENTS, AND CAUSES OF ACTION ARISING OUT OF (a) YOUR USE OF THE SERVICES OR BRIVO EQUIPMENT; (b) VIOLATION OR INFRINGEMENT OF CONTRACTUAL RIGHTS, PRIVACY, CONFIDENTIALITY, COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS ARISING FROM YOUR USE OF THE SERVICES OR ANY UNAUTHORIZED APPARATUS OR SYSTEM; and (c) YOUR BREACH OF ANY PROVISION OF THIS AGREEMENT. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU WILL PROVIDE AN UNLIMITED PERPETUAL ZERO COST LICENSE TO BRIVO FOR ANY PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS WHICH YOU EITHER OWN OR CONTROL THAT ARE UTILIZED IN ANY BRIVO PRODUCT.

BINDING ARBITRATION

16.1 Purpose. If you have a Dispute (as defined below) with Brivo that cannot be resolved through an informal dispute resolution with Brivo, you or Brivo may elect to arbitrate that Dispute in accordance with the terms of this Arbitration Provision rather than litigate the Dispute in court. Arbitration means you will have a fair hearing before a neutral arbitrator instead of in a court by a judge or jury. Proceeding in arbitration may result in limited discovery and may be subject to limited review by courts.

16.2 Definitions. The term “Dispute” means any dispute, claim, or controversy between you and Brivo regarding any aspect of your relationship with Brivo, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence, or any other intentional tort), or any other legal or equitable theory, and includes the validity, enforceability, or scope of this Arbitration Provision. “Dispute” is to be given the broadest possible meaning that will be enforced. As used in this Arbitration Provision, “Brivo” means Brivo and its parents, subsidiaries, and affiliated companies and each of their respective officers, directors, employees, and agents.

16.3 Initiation of Arbitration Proceeding/Selection of Arbitrator. If you or Brivo elect to resolve your Dispute through arbitration pursuant to this Arbitration Provision, the party initiating the arbitration proceeding may open a case with the American Arbitration Association (“AAA”), Case Filing Services, in Austin, Texas, USA, at www.adr.org, under the Commercial Arbitration Rules of the AAA.

16.4 Arbitration Procedures. Because the Services provided to you by Brivo concerns interstate commerce, the Federal Arbitration Act (“FAA”), not state arbitration law, shall govern the arbitrability of all Disputes. However, applicable federal law or the law of the state where you receive the service from Brivo may apply to and govern the substance of any Disputes. No state statutes pertaining to arbitration shall be applicable under this Arbitration Provision. If there is a conflict between this Arbitration Provision and the rules of the arbitration organization, this Arbitration Provision shall govern. If AAA will not enforce this Arbitration Provision as written, it cannot serve as the arbitration organization to resolve your dispute with Brivo. If this situation arises, the parties shall agree on a substitute arbitration organization. If the parties are unable to agree, the parties shall mutually petition a court of appropriate jurisdiction to appoint an arbitration organization that will enforce this Arbitration Provision as written. If there is a conflict between this Arbitration Provision and the rest of this Agreement, this Arbitration Provision shall govern.

16.5 Restrictions: YOU MUST CONTACT US WITHIN ONE (1) YEAR OF THE DATE OF THE OCCURRENCE OF THE EVENT OR FACTS GIVING RISE TO A DISPUTE (EXCEPT FOR BILLING DISPUTES), ABOUT WHICH YOU MUST CONTACT BRIVO WITHIN SIXTY (60) DAYS AS PROVIDED IN THIS AGREEMENT, OR YOU WAIVE THE RIGHT TO PURSUE ANY CLAIM BASED UPON SUCH EVENT, FACTS, OR DISPUTE. ALL PARTIES TO THE ARBITRATION MUST BE INDIVIDUALLY NAMED. THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR LITIGATED ON A CLASS ACTION OR CONSOLIDATED BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS A PRIVATE ATTORNEY GENERAL), OTHER SUBSCRIBERS, OR OTHER PERSONS.

16.6 Location of Arbitration. The arbitration will take place in Austin, TX, USA.

16.7 Payment of Arbitration Fees and Costs. YOU ARE RESPONSIBLE FOR ALL COSTS THAT YOU INCUR IN THE ARBITRATION, INCLUDING, BUT NOT LIMITED TO, FEES FOR ATTORNEYS OR EXPERT WITNESSES. IF THE ARBITRATION PROCEEDING IS DECIDED IN BRIVO’S FAVOR, YOU SHALL REIMBURSE BRIVO FOR ITS FEES AND COSTS. IF THE ARBITRATION PROCEEDING IS DECIDED IN YOUR FAVOR, YOU WILL NOT BE REQUIRED TO REIMBURSE BRIVO FOR ANY OF BRIVO’S FEES AND COSTS.

16.8 Severability. If any clause within this Arbitration Provision is found to be illegal or unenforceable, that clause will be severed from this Arbitration Provision, and the remainder of this Arbitration Provision will be given full force and effect. If the class action waiver is found to be unenforceable with respect to a particular claim or category of claims, arbitration shall nonetheless proceed on an individual basis for all claims not subject to such finding. The specific claim or category of claims for which the class action waiver is found unenforceable shall be severed and, only to the extent required by applicable law, referred to a court of competent jurisdiction, solely with respect to such claim or category of claims. A finding that the class action waiver is unenforceable with respect to any one claim or category of claims shall not affect the enforceability of the class action waiver with respect to any other claim or category of claims, and shall not render the Arbitration Provision as a whole unenforceable. In the event this entire Arbitration Provision is determined to be illegal or unenforceable for any reason, or if a claim is brought in a Dispute that is found by a court to be excluded from the scope of this Arbitration Provision, you and Brivo have each agreed to waive, to the fullest extent allowed by law, any trial by jury.

16.9 Exclusions from Arbitration. YOU AND BRIVO AGREE THAT THE FOLLOWING WILL NOT BE SUBJECT TO ARBITRATION: (1) ANY CLAIM FILED BY YOU OR BY BRIVO THAT IS NOT AGGREGATED WITH THE CLAIM OF ANY OTHER SUBSCRIBER AND WHOSE AMOUNT IN CONTROVERSY IS PROPERLY WITHIN THE JURISDICTION OF A COURT THAT IS LIMITED TO ADJUDICATING SMALL CLAIMS; (2) ANY DISPUTE OVER THE VALIDITY OF ANY PARTY’S INTELLECTUAL PROPERTY RIGHTS; (3) ANY DISPUTE RELATED TO OR ARISING FROM ALLEGATIONS ASSOCIATED WITH UNAUTHORIZED USE OR RECEIPT OF SERVICE; (4) ANY DISPUTE THAT ARISES BETWEEN BRIVO AND ANY STATE OR LOCAL REGULATORY AUTHORITY OR AGENCY THAT IS EMPOWERED BY FEDERAL, STATE, OR LOCAL LAW TO GRANT A FRANCHISE UNDER 47 U.S.C. § 522(9); AND (5) ANY DISPUTE THAT CAN ONLY BE BROUGHT BEFORE THE LOCAL FRANCHISE AUTHORITY UNDER THE TERMS OF THE FRANCHISE.

16.10 Continuation. This Arbitration Provision shall survive the termination of your Services and this Agreement with Brivo.

CUSTOMER PRIVACY NOTICE AND SECURITY

17.1 Brivo‘s customer privacy policy (“Privacy Policy”) is posted on our website at www.brivo.com and is incorporated into this Agreement by reference. Non-material updates, including updates required by changes in applicable law or updates that clarify existing practices without adversely affecting your rights, may be made without notice. Your continued Use of Brivo Products and Services following the applicable notice period constitutes your acceptance of the updated Privacy Policy. If you do not accept a material change to the Privacy Policy, your sole remedy is to terminate this Agreement in accordance with Section 12.2.

17.2 Security Incident Notification. To the extent required by applicable law, Brivo will provide you with notice of a breach of the security of certain personally identifiable information or Customer Data pertaining to you or your Authorized Users. Brivo will provide such notice in accordance with applicable law, which may include notification by email to the primary contact address associated with your account, by posting notice on www.brivo.com, or by such other means as required by applicable law. It is your sole responsibility to ensure that the contact information associated with your account is current and accurate at all times. Brivo’s obligation to provide notice under this Section is subject to any delay required or permitted by applicable law, including without limitation any delay necessary in connection with a law enforcement investigation. Nothing in this Section shall be construed to impose on Brivo any obligation greater than that required by applicable law.

17.3 Confidentiality. You agree to hold in strict confidence and not to disclose to any third party any non-public, proprietary, or confidential information of Brivo (« Brivo Confidential Information ») disclosed in connection with this Agreement, and to use Brivo Confidential Information solely for the purposes of receiving the Brivo Products and Services under this Agreement. Brivo Confidential Information includes, without limitation, the Brivo Products and Services, Brivo Software, pricing and commercial terms, technical documentation, product roadmaps, and any other non-public information relating to Brivo’s business, technology, or operations. You agree to protect Brivo Confidential Information using at least the same degree of care you use to protect your own confidential information of a similar nature, but in no event less than reasonable care. You shall disclose Brivo Confidential Information only to your employees, contractors, and agents who have a need to know such information for the purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein. The obligations of this Section shall not apply to information that: (i) is or becomes publicly available through no act or omission of you; (ii) was rightfully known to you prior to disclosure by Brivo without restriction on disclosure; (iii) is rightfully received by you from a third party without restriction on disclosure; (iv) is independently developed by you without use of or reference to Brivo Confidential Information; or (v) is required to be disclosed by applicable law, regulation, or court order, provided that you provide Brivo with prompt prior written notice of such requirement to the extent permitted by law and reasonably cooperate with Brivo in seeking a protective order or other appropriate relief. You acknowledge that any breach or threatened breach of this Section may cause irreparable harm to Brivo for which monetary damages would be an inadequate remedy, and that Brivo shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity, without the requirement of posting a bond or other security. The obligations of this Section shall survive the termination or expiration of this Agreement for a period of three (3) years.

GENERAL

18.1 Entire Agreement. This Agreement and any other documents incorporated by reference constitute the entire agreement and understanding between you and Brivo with respect to the subject matter of this Agreement and replace any and all prior written or verbal agreements. If any portion of this Agreement is held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions shall remain in full force and effect. Brivo does not waive any provision or right if it fails to insist upon or enforce strict performance of any provision of this Agreement. Neither the course of conduct between you and Brivo nor trade practice shall act to modify any provision of this Agreement.

18.2 Governing Law; Jurisdiction. This Agreement and all disputes, claims, or controversies arising out of or relating to this Agreement or the Brivo Products and Services shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws provisions. To the extent any dispute is not subject to arbitration under Section 16 or falls within the exclusions set forth in Section 16.9, each party irrevocably and unconditionally submits to the exclusive personal jurisdiction of the state and federal courts located in Travis County, Texas, and irrevocably waives any objection to the laying of venue of any such proceeding in Travis County, Texas, including any claim that such proceeding has been brought in an inconvenient forum. Nothing in this Section shall limit Brivo’s right to seek emergency injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, confidential information, or other proprietary rights.

18.3 Additional Representations and Warranties. In addition to representations and warranties you make elsewhere in this Agreement, you also represent and warrant that: You are at least 18 years of age and that during the term of this Agreement, you have provided and will provide to Brivo information that is accurate, complete, and current, including without limitation your legal name, address, telephone number(s), and payment data (including without limitation information provided when authorizing recurring payments). You agree to notify us promptly, in accordance with the terms of this Agreement, if there is any change in the information that you have provided to us. Failure to provide and maintain accurate information is a breach of this Agreement.

18.4 Revocable License. The Services and Brivo Equipment, including, but not limited to, any firmware or software embedded in the Brivo Equipment or used to provide the Services, are protected by trademark, copyright, patent, and/or other intellectual property laws, and international treaty provisions. You are granted a revocable license to use such firmware and software in object code form (without making any modification thereto) strictly in accordance with this Agreement. You acknowledge and understand that you are not granted any other license to use the firmware or software embedded in the Brivo Equipment or used to provide the Services. You expressly agree that you will use the Brivo Equipment exclusively in connection with the Services. You shall not take any action nor allow anyone else to take any action that will reverse compile, disassemble, reverse engineer, or otherwise attempt to derive the source code from the binary code of the firmware or software.

18.5 Protection of Brivo Information and Marks. All Services information, documents, and materials on our websites are protected by trademark, copyright or other intellectual property laws, and international treaty provisions. All websites, corporate names, service marks, trademarks, trade names, logos, and domain names (collectively “marks”) of Brivo and its affiliates are and shall remain the exclusive property of Brivo. Nothing in this Agreement shall grant you the right or license to use any of the marks. You expressly agree to transfer any domain names upon request to Brivo that utilize or refer to our product or company names.

18.6 Export Laws. You expressly agree to comply with all applicable export and re-export laws, including, but not limited to, the Export Administration Act, the Arms Export Control Act, and their implementing regulations. You further expressly agree not to use the Services in any way that violates any provision of such laws or their implementing regulations.

18.7 Retention of Rights. Nothing contained in this Agreement shall be construed to limit Brivo’s rights and remedies available at law or in equity. Upon termination of this Agreement for any reason, Brivo and its suppliers reserve the right to delete all your data, files, electronic messages, video, or other Customer Data that is stored on Brivo’s or its suppliers’ servers or systems. We shall have no liability whatsoever as the result of the loss of any such data or video.

CHANGES TO THIS AGREEMENT

For material changes to this Agreement, Brivo will provide notice in accordance with Section 4.2 of this Agreement. In all cases, if you find the change unacceptable, you have the right to cancel your Services in accordance with Section 12.2. If you continue to receive or use the Services, this is confirmation of your acceptance of the changes.

INTELLECTUAL PROPERTY RIGHTS

20.1 Brivo does not claim ownership of any material that you publish, transmit, or distribute using Brivo Products and Services. By using Brivo Products and Services to publish, transmit, or distribute material or content, you (1) represent and warrant that the material or content complies with this Agreement, (2) grant and authorize Brivo, its agents, suppliers, and affiliates to host, reproduce, transmit, publish, distribute, and display the content worldwide, and (3) represent and warrant that you have the right to provide this authorization and that any material that you publish, transmit, or distribute using Brivo Products and Services does not infringe or violate any third-party intellectual property rights or other rights. You acknowledge that material posted or transmitted using Brivo may be copied, republished, or distributed by third parties, and you agree to indemnify, defend, and hold harmless Brivo, its agents, suppliers, and affiliates from harm resulting from those actions to the extent caused by your content or your actions.

20.2 Reservation of Rights. Subject to the limited rights expressly granted hereunder, Brivo and its licensors reserve all of their rights, title, and interest in and to the Brivo Products and Services and all portions thereof, including all related intellectual property rights. No rights are granted to you or Authorized Users hereunder other than as expressly set forth in this Agreement. You shall not (and you shall not permit Authorized Users to): (i) modify, copy, or create derivative works based on the Brivo Products and Services or any portion thereof; (ii) frame or mirror any content forming part of the Brivo Products and Services; (iii) reverse engineer the Brivo Products and Services or any portion thereof (to the extent such restriction is permitted by law); or (iv) access the Brivo Products and Services in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions, or graphics of the Brivo Products and Services.

20.3 Customer Data Ownership. As between Brivo and you, Brivo acknowledges and agrees that you exclusively own all rights, title, and interest in Customer Data. You grant Brivo and its affiliates and third-party service providers a limited worldwide license to host, copy, transmit, access, use, and display Customer Data to provide the Services in accordance with this Agreement and as otherwise expressly permitted under this Agreement, including without limitation the de-identified, anonymized, and aggregated data uses set forth in Section 2.5. Customer is responsible for authorizing and managing access to Customer Data by its Authorized Users and any Brivo Reseller or other party to whom Customer grants access.

ENGLISH LANGUAGE

This Agreement was negotiated and written in English. Any inconsistency between this document as expressed in English and any other language shall, to the full extent permitted by applicable law, be resolved by reference to the English version.

COPYRIGHT INFRINGEMENT NOTIFICATIONS

As provided in the Digital Millennium Copyright Act of 1998, we have designated the following for notification of potential copyright infringement regarding Web sites hosted by Brivo: support@brivo.com

If you believe content hosted by Brivo infringes a copyright, please provide the following information in the email identified above (17 U.S.C. § 512): (i) a physical or electronic signature of the copyright owner or authorized agent; (ii) identification of the copyrighted work(s) claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of the infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) information regarding how we may contact you (e.g., mailing address, telephone number, e-mail address); (v) a statement that the copyright owner or its authorized agent has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate and made under penalty of perjury and, if an agent is providing the notification, a statement that the agent is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

MISCELLANEOUS

You agree to reimburse Brivo for any costs or fees related to its enforcement of this Agreement, including, without limitation, expert fees and attorneys’ fees regularly charged by the experts and legal counsel chosen by Brivo.

Brivo is not responsible for misprints, errors, or omissions in its advertising and promotional materials.

If you have designated a person (whether by email, orally, by registering such person with Brivo, or by granting such person access to your username and password) to have access to your Customer Data, in the possession or control of Brivo, you hereby grant Brivo the right to give that person access to your Customer Data, including without limitation in the event of your death or incapacity.

This Agreement is drafted and executed in the English language. Any translation of this Agreement into another language is provided solely for convenience or courtesy and shall have no legal force or effect. In the event of any conflict, discrepancy, or inconsistency between the English version and any translation, the English version shall govern and control in all respects.

RESTRICTIONS ON ACCESS

You may access Brivo Products or Services only through the interfaces and protocols provided or authorized by Brivo. You agree that you will not access Brivo Products or Services through unauthorized means, such as unlicensed software clients, tampering, reverse engineering, or other unauthorized means.

DELETION OF YOUR DATA

If your Agreement to Use Brivo Products or Services expires, is terminated, is not renewed, is otherwise discontinued for any reason, or you fail to pay in a timely manner for the Brivo Products and Services, Brivo and Brivo Resellers may, without notice, delete or deny you access to any of your Customer Data that may be in their possession or control. It is your sole responsibility to export, back up, or otherwise retrieve your Customer Data prior to the expiration or termination of your Agreement. You agree that if your license has been terminated, expired, or otherwise lapsed for any reason, your Customer Data may not be available. Brivo and Brivo Resellers may retain (but shall have no obligation to retain) your Customer Data for ninety (90) days after your Agreement has been terminated, expired, or otherwise lapsed, as part of Brivo’s marketing to you the opportunity to purchase, renew, or extend the Agreement. Upon expiration of that ninety (90) day period, Brivo may permanently delete all of your Customer Data without further notice, and Brivo shall have no liability whatsoever for such deletion. You agree to indemnify, defend, and hold harmless Brivo and its affiliates from any and all claims, losses, or damages arising from your failure to retrieve your Customer Data prior to termination.

Revision 3.6 2026-10-22