Smarter AI develops and provides computer vision solutions which include:
(a) Cameras which Customers buy, install, and control, and which are connected to our cloud software platform (the “Platform”);
(b) Artificial neural network models (“AI Models”), which Customers deploy on their Cameras to generate predictions and notifications based on Camera Data;
(c) Our Platform, which we operate, and which enables Customers to manage their Cameras and AI Models, and to process, store, and retrieve Camera Data; and
(d) Our application programmer interfaces, sample source code, and technical support (collectively our “Developer Materials”) which enable Customers integrate Platform features into their products and services,
This License deals only with use of and access to the Platform and the AI Models (collectively the “Smarter AI Solutions”). If you have dealt directly with Smarter AI, a Smarter AI Order Form will specify the AI Models which you are entitled to use, the term of your Subscription to the Platform, the Platform features and services which you are authorized to use, and other details of your Subscription. If you have dealt with a Smarter AI reseller, those things will be specified in documentation from your reseller. This License does not deal use of, or access to, the Developer Materials, which are covered by a separate form of agreement.
This License specifies different terms for Customers and End Users.
A “Customer” is any Person who (i) purchases Cameras provided by Smarter AI or an authorized Smarter AI reseller, or (ii) purchases a Subscription to the Platform.
An “End User” is any Person, other than a Customer, who accesses or uses the Platform in any way, and includes without limitation employees, contractors, and agents of any Customer who access or use the Platform in any way.
Other definitions are set out in Section 12, below.
1. Application and Updating of Agreement
This Agreement applies to all use of the Smarter AI Solutions by any Customer or End User, unless a Customer or End User has a separate written agreement with Smarter AI that replaces this Agreement. In this Agreement, the term “you” refers to any authorized Customer or End User, and also includes the Affiliates of a Customer or End User, to the extent that they use SmarterAISolutions. SmarterAIreservestherighttoupdateandamendthisAgreementfrom time to time. Any update or amendment will be posted to the website of Smarter AI, and will state the effective date of any posted version of this Agreement. You accept and agree to the terms of any amendment to this Agreement by continuing to make any use of the Smarter AI Solutions after the amendment has been posted to the Smarter AI website.
Customers are responsible to ensure that their End User employees, contractors, agents, and Affiliates comply with this Agreement in any and all use of, or access to, the Smarter AI Solutions.
2. Customer Accounts
You can only use the Platform through a Smarter AI Customer Account. Customers are solely responsible for all use (whether or not authorized) of the Platform under their Customer Account(s).
3. AI Models
If you have purchased the right to use any specified AI Models, Smarter AI grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable, license to use the AI Models, and to incorporate those AI Models into any Cameras that you connect to the Platform. All use of AI Models must be in compliance with the Smarter AI Privacy Policy.
Some of the software included in AI Models may be offered under an open source license. Open source software licenses constitute separate agreements. To the limited extent any open source software license expressly supersedes or is inconsistent with the terms of this Agreement, the open source license sets forth your agreement with Smarter AI with respect to the open source software only.
4. Subscription to Platform
If you have purchased a Subscription to use the Platform directly from Smarter AI, your Smarter AI Order Form will set out the term, the Platform features and services which you are authorized to use, and other details of your Subscription. You can only use the Platform in accordance with the Subscription rights you have purchased.
If you have purchased a right to use the Platform from an authorized Smarter AI reseller, you can only use the Platform features and services specified in the documentation from your reseller.
5. Privacy.
5.1 Compliance with Privacy Policy. All conduct and communications in connection with this Agreement or the use of the Smarter AI Solutions are governed by our Privacy Policy (the “Privacy Policy”). By making any use of the Smarter AI Solutions , you acknowledge that you have read the Privacy Policy and agreed to its terms. If you do not agree to the terms of the Privacy Policy or the privacy terms in this Agreement, do not use the Smarter AI Solutions .
5.2 Relationship of Parties. Smarter AI provides the Platform empty of any Personal Data. Smarter AI and Customer agree and acknowledge that for all purposes relating to this Agreement, the Privacy Policy, and any law applicable to the use of video data, cameras, of video surveillance:
(a) Customer acts as a Controller and determines the purposes for which the Customer’s Camera Data is used, what processing of Personal Data is carried out using the Smarter AI Solutions, the purposes and means of the processing of Personal Data using the Smarter AI Solutions, what data is collected by Customer’s Cameras, the means by which data is collected from Customer’s Cameras, and what Camera Data, if any,is stored on the Platform.
(b) Smarter AI acts as a data processor on behalf of Customer, based on Customer’s instructions and requests.
5.3 Customer’s Obligations / Compliance with Laws. Customer agrees to comply with all applicable legislation relating to privacy and the protection of Personal Data in any relevant jurisdiction worldwide. Without limitation, this includes any applicable law, regulation, or guideline applicable to the use of videos, cameras, or video surveillance, or relating to the collection, transmission, processing, disclosure, and retention of Personal Data. Customer also agrees to cause all End Users who access or use the Platform through Customer’s Customer Account(s) to comply with the aforesaid laws, regulations, and guidelines.
(a) It is the Customer’s responsibility to inform any contractor, occupant, customer, driver, employee, family member, passenger, representative, or other Person within the vicinity of Customer’s Cameras of the existence of the Cameras; the nature of the services which Customer accesses through the Smarter AI Solutions; the identity and contact details of the Customer as the Controller; the purposes of any processing of Personal Data on Cameras or on the Platform; the legal basis or bases for such processing; the legitimate interests pursued by the Customer or the Customer’s organization; the recipients of Personal Data within and outside the Customer’s organization; the potential transfer of Personal Data to third countries by the Customer or Smarter AI (as described in the Privacy Policy); the period for which data will be stored; the existence of any privacy rights and their exercise by demand from, and/or in collaboration with, the Customer as the Controller; whether the use of the Camera or other device and/or the provision of Personal Data is a statutory or contractual requirement or a requirement necessary to enter into a contract; whether the Person is obliged to use the Camera and/or provide Personal Data; the possible consequences of failure to provide such data; and the Person’s rights according to any applicable privacy law, employment law, or other law, with respect to the use of the Customer’s Cameras or the Smarter AI Solutions, and any Personal Data they may collect, process, or store.
(b) Wherever an explicit consent of a Person is required for the Customer’s use of the Customer’s Cameras or the Smarter AI Solutions according to any applicable law, it is the Customer’s responsibility to attain such consent from the Person, in the form and to the extent required. In the event that any Person withdraws consent to processing of their Personal Data, and the Person’s consent is required to process its Personal Data, then the Customer shall immediately cease transmitting or processing any Personal Data of such Person through the Platform.
The Smarter AI website contains a template consent form. The Smarter AI template sets out the minimum consent requirements of Smarter AI, but may not include all of the legal requirements that apply in your jurisdiction. It is Customer’s responsibility to ensure that all written consents obtained from any Person comply with applicable legal requirements. It is recommended that you seek legal advice to ensure compliance with all of the data protection laws and regulations that apply to you.
(c) If you are an employer and make use of the Smarter AI Solutions with respect to your employees or contractors, you represent that you have verified, and comply with, all your rights and obligations with respect to such use according to any applicable law, including labor laws, privacy laws, and video-related regulations.
(d) You will respond to and execute any request from any Person for the exercise of such Person’s rights under any law relating to the collection, use, processing, or storage of any Personal Data. These include, without limitation, any right of access to his/her Personal Data, any right to correction or rectification of inaccurate or incomplete Personal Data; any right to the deletion or erasure of any Personal Data, any right to object to or restrict processing of Personal data, any right to portability of Personal data, and any right to be subject to a decision based solely on automated decision making. As a Customer, you commit to Smarter AI and to any Person using the Smarter AI Solutions that you will not be making any decision, especially with legal effect on a Person, based solely on automated decision-making with respect to data processed using the Smarter AI Solutions, and that you will use careful, human judgment in making any such decision.
(e) Acceptable Use. No Customer or End User may, or may allow any other Person to, use the Smarter AI Solutions: (i) for any inappropriate, improper, discriminatory, illegal, or otherwise harmful purpose or (ii) to violate, or encourage the violation of, the rights of others which includes, without limitation, legal rights (e.g., intellectual property or proprietary rights) or human rights (i.e., the rights inherent to all human beings regardless of race, sex, nationality, ethnicity, language, religion, or any other status, including without limitation the right to life and liberty, freedom from slavery and torture, freedom of opinion and expression, the right to work and education, and many more), each as reasonably determine by Smarter AI.
(f) Export and Transfer Restrictions. No Customer or End User may use the Smarter AI Solutions in violation of applicable law relating to the export or transfer of Personal Data. It is Customer’s responsibility to identify what legal jurisdictions Customer is subject to and to identify and comply with any applicable laws in force in all such jurisdictions. Export or transfer of data from the EU is subject to contractual provisions based on “Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of Personal Data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council.” A template for those contractual provisions, which can be modified to suit the circumstances of separate Customers, available on the Smarter AI website.
5.4 Responses to Data Subject Inquiries. Smarter AI will enable the Customer to respond to Personal Data requests to exercise rights under the applicable law. To the extent that the Customer does not have the ability to address a request, then upon the Customer’s request Smarter AI shall provide reasonable assistance to the Customer to facilitate such request to the extent possible and required by applicable law. The Customer shall reimburse Smarter AI for the costs arising from providing this assistance.
5.5 Smarter AI’s Use of Personal Data. You agree that Smarter AI may collect, use, and retain data other than Personal Data, including without limitation usage, statistical, derived, inferred, aggregated, or anonymized data, from the Platform for its own business purposes.
Customer acknowledges and agrees that the Smarter AI may use the facilities and services of third-party vendors such as Amazon AWS, Google GCP, and Microsoft Azure to store data transmitted to the Platform. Customer further acknowledges and agrees that the facilities used by third party vendors to store data transmitted to the Platform may be outside the jurisdiction where Customer operates, and Customer consents to the transmission of such data outside the jurisdiction where Customer operates for such purposes.
In addition, Smarter AI may from time to time use Personal Data which Customer has stored on the system for the purposes of maintaining or servicing the Platform.
Smarter AI may also use data which you have stored on the Platform for the purposes set out in the Privacy Policy. Smarter AI will only cause such work to be conducted under contracts which include terms preventing any further copying or distribution of any Camera Data disclosed to the third party contractors, or any improper use of any Personal Data contained in it.
5.6 Smarter AI Employees. Smarter AI will ensure that all Smarter AI employees and contractors who are able to access Personal Data stored on the Platform are subject to confidentiality agreements preventing any improper use or disclosure of such Personal Data.
5.7 Data Protection Measures. The Customer will take appropriate technical and organizational measures to adequately protect Personal Data on Customer’s Camera’s against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data. Smarter AI will take the appropriate technical and organizational measures to adequately protect Personal Data on the Platform online against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data.
5.8 Lost or Stolen Cameras. Customer will notify Smarter AI without delay of any loss or theft of a Camera, and take any necessary actions to ensure that no data from a lost or stolen Camera is used, processed, or stored on the Platform. Smarter AI will notify the Customer without undue delay after it becomes aware of any Personal Data breach on the Platform. At the Customer’s request, Smarter AI will provide the Customer as Controller with reasonable assistance necessary to enable the Controller to notify relevant Personal Data breaches to competent authorities, if the Customer is required to do so under the applicable law.
5.9 Children. Customer will ensure that Customer’s use of the Smarter AI Solutions complies in all respects with the Privacy Policy in relation to children.
5.10 Ownership of Data and Removal on Termination. As between Customer and Smarter AI, Customer shall own all data which is transmitted to the Platform and stored thereon. Upon termination of the right of the Customer to use the Platform, Customer is responsible for removing all data which Customer has caused to be stored on the Platform. Smarter AI may remove or delete any data which Customer is required by this section, but fails, to remove or delete from the Platform. Customer is solely responsible for all consequences resulting from the removal or deletion of data from the Platform as contemplated by this section.
Notwithstanding this section, Smarter AI may retain all data which Smarter AI has collected or used in accordance with section 5.5.
In addition to any other right of termination contained in this Agreement, Smarter AI may terminate the right of Customer to access or use the Smarter AI Solutions or store data on the Platform if Customer commits any material breach of the Privacy Policy or any applicable law governing the use of data stored on the Platform or the protection of Personal Data.
5.11 Customers must ensure that all Cameras deployed by them display a written notice, in the form specified by Smarter AI, stating that video data captured by the Camera may be recorded. The specified form of notice is available on the Smarter AI website.
6. General Restrictions on Use and Confidentiality
Except for rights expressly granted to you under this Agreement, all title and Intellectual Property Rights in and to the Smarter AI Solutions and the Developer Materials are owned by Smarter AI or its licensors. Nothing in this Agreement shall constitute a grant, transfer, or assignment of any of the foregoing rights to any Customer. You may not reverse engineer the Smarter AI Solutions or any software included therein, and you may not de-compile, disassemble, or otherwise attempt to recover the source code of any such software. You may not take any steps that circumvent any restrictions on access to or availability of the Platform. You may have access to confidential information of Smarter AI (“Confidential Information”). Smarter AI’s Confidential Information shall include, but not be limited to, the Smarter AI Solutions, methods, pricing, specifications, and any other information identified orally or in writing as confidential. You may not use Confidential Information for any purpose other than to access and use the Smarter AI Solutions in accordance with this Agreement or as otherwise expressly authorized by Smarter AI. Except as expressly set out above, you agree to keep all Confidential Information strictly confidential, and not to disclose Confidential Information to any third parties during the period that you access or use the Smarter AI Solutions and for a period of 5 years thereafter.
The provisions under this heading also apply to any End Users who acquire rights to use any Smarter AI Solutions under rights acquired by a Customer.
7. Limited Warranty, Disclaimer, and Exclusion of Liability and Damages
7.1 Limited Warranty. Smarter AI warrants that the operation of the Platform will comply with the Service Level Agreement in effect from time to time. Smarter AI reserves the right to make reasonable changes to its Service Level Agreement from time to time, provided that no such changes will result in a material impairment from the prevailing specified service levels in effect at the time the Customer first accesses the Platform.
Your exclusive remedy for any breach of the above Limited Warranty will be a reasonable reduction or rebate of the Service Fees as set out in the Service Level Agreement from time to time.
The Limited Warranty set out above extends only to you and not to any other Person.
7.2 Disclaimers
The Limited Warranty set out above is exclusive and in lieu of all other warranties and conditions, whether express, implied, or statutory, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and quality of service. Without limiting the generality of the foregoing, Smarter AI does not warrant that (i) the Smarter AI Solutions will meet your requirements, (ii) the Smarter AI Solutions will operate in combination with other hardware, software, systems, or data not provided by Smarter AI; (iii) the operation of the Smarter AI Solutions will be uninterrupted or error-free, or (iv) all errors will be corrected.
7.3 Exclusion of Liability and Damages; Waiver of Class Action
In no event shall Smarter AI, any of Smarter AI’s suppliers be liable for any indirect, incidental, special, or consequential damages, including without limitation damages for loss of profits, data, or use, whether incurred by you or by any third party, and whether in an action in contract or tort (including negligence), arising out of or in any way related to the use of or inability to use the Platform or any failure of the Smarter AI Solutions, even in the event of fault, tort (including negligence), strict liability, breach of contract, or breach of warranty, and even if the other party has been advised of the possibility of such damages. The aggregate and cumulative liability of Smarter AI for damages under this Agreement shall in no event exceed the amount of any reduction or rebate of Service Fees as set out in the Service Level Policy from time to time.
Any proceedings to arbitrate or resolve any dispute arising from or relating to this Agreement or use of the Products by any Customer or End User, in any forum, will be conducted solely on an individual basis and not as a class action, consolidated action, private attorney general action, or other representative action. All Customers and End Users expressly waive any right to file a class action, participate in a class action, or seek relief on a class basis. Unless Smarter AI agrees in writing otherwise, the arbitrator or other adjudicator will not consolidate more than one person or entity’s claims.
The Limited Warranty set out above does not apply to Cameras or any other devices, or any defects or alleged defects in such Cameras or other devices. If you have purchased Smarter AI Cameras or other devices, those matters are covered by separate agreements relating to the purchase and sale of those Cameras and other devices. The Limited Warranty set out above also does not apply to the Developer Materials, which are also covered by separate agreements.
8. End Users
After a Customer has created a Customer Account, Customer may create a reasonable number of End User Accounts permitting End Users connected with Customer’s business to access the Platform. Customer is responsible for any improper use of the Smarter AI Solutions by its End Users. See “Indemnification”, below.
9. Indemnification
You agree to indemnify and hold harmless Smarter AI and its Affiliates and licensors against any actual or threatened claim, loss, liability, or proceeding (“Claims”), including any actual legal fees and expenses incurred by Smarter AI, arising out of or relating to your activities or the activities of your End Users under this Agreement or in connection with the Smarter AI Solutions. Without limiting the generality of the foregoing, the Claims in respect of which you agree to indemnify include (i) Claims arising from any breach of this Agreement or the Privacy Policy, (ii) Claims arising from your failure to comply with any application law relating to the protection of privacy or Personal Data, and (iii) Claims arising from any infringement of any intellectual property rights of any other Person based on any products or solutions which you develop using the Developer Materials. If so required by Smarter AI, you will conduct the defense of any Claim at your own expense. Smarter AI will provide any cooperation which you reasonably request to defend any Claims, provided that you will reimburse Smarter AI for its out of pocket expenses reasonably incurred in providing such cooperation. Smarter AI also reserves the right to retain separate counsel in connection with any Claim or, if you have not responded reasonably to any Claim, to assume the exclusive conduct of the defense of such Claim, in which case you will be liable to reimburse Smarter AI for all legal and other costs which it incurs in defending the Claim. You agree to pay all costs, attorneys’ fees, and any settlement amounts or damages awarded against Smarter AI in connection with any Claim. You also agree to pay any costs and attorneys’ fees we incur to successfully establish or enforce its rights to indemnification hereunder.
10. Changes to Smarter AI Solutions
Smarter AI is entitled to change the features, functions, and interfaces of the Smarter AI Solutions.
11. General Terms
You may choose, or Smarter AI may invite you, to submit comments, ideas, or suggestions about our Platform and Developer Materials (“Ideas”), including how to improve our Platform or the Developer Materials. By submitting any Ideas, you agree that your submissions are voluntary, gratuitous, unsolicited, and without restriction and will not place Smarter AI under any fiduciary or other obligation. Smarter AI may use, copy, modify, publish, or redistribute your Ideas for any purpose and in any way without any compensation or other obligation to you. You also agree that Smarter AI does not waive any rights to use similar or related ideas previously known to Smarter AI, developed by its employees, or obtained from other sources. Smarter AI’s failure to enforce at any time any provision of this Agreement does not waive its right to do so later. You may not assign or otherwise transfer any rights in respect of this Agreement or the Developer Materials, in whole or in part, except as expressly set out in this Agreement or with the express prior written consent of Smarter AI. This provision does not apply to any assignment or transfer of rights which is incidental to a merger, amalgamation, general sale of all or substantially all of the assets or a business, or any bona fide corporate reorganization which does not result in a material change in the ultimate beneficial ownership of the Customer.
This Agreement will be governed and construed in accordance with the laws of the State of Nevada, United States of America. The United States District Court for the District of Nevada will have exclusive jurisdiction to settle any dispute arising out of or related to this Agreement or the Smarter AI Solutions, providing that Smarter AI may commence proceedings in a different jurisdiction in order to protect any Intellectual Property Rights.
If any provision of this Agreement is held to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary to make it enforceable and, in any event, the rest of this Agreement will continue in full force and effect. In any dispute resolution proceeding, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs, and expenses from the other party.
No person who is not a party to this Agreement shall have any to enjoy the benefit of or enforce any terms of this Agreement.
Any notice required or permitted to be given under these Terms will be given in writing to the receiving party by personal delivery or by electronic mail. Customer agrees to accept physical delivery at any Customer address or email address communicated to Smarter AI by or on behalf of Customer. Smarter AI agrees to accept physical delivery to the address set out below. Any party can change its physical address or email address for delivery by notice delivered in accordance with this provision.
This Agreement supersedes all prior and contemporaneous agreements, presentations, proposals, sales materials, and statements, oral and written. No oral or written information, advice, or representation given by Smarter AI or any of its agents or employees will create a warranty or in any way increase the scope of the warranties under this Agreement.
12. Definitions
The following terms have the following meanings in this Agreement.
“Affiliate” of any Person means another Person that directly or indirectly controls, is controlled by, or is under common control with the first Person for so long as such control exists. For purposes of this definition, “control” means either (i) having more than fifty percent (50%) of the shares or other equity interest with voting rights in a legal entity or organization; or (ii) having the right to appoint a majority of the directors or other Persons with the right to exercise overall direction of the affairs of the legal entity or organization.
“Camera” means a Smarter AI camera or gateway connected to our Platform;
“Camera Data” means audio, video, sensor, and/or telematics data captured by a Camera. .
“Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of Camera Data;
“Intellectual Property Rights” means copyright rights, patent rights, and any other proprietary rights in or to intangible property recognized in any jurisdiction in the world.
“Person” means an individual or any entity, including, but not limited to, any corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust or association.
“Personal Data” means data that can either distinguish or trace an individual’s identity or dated related to an identified or identifiable individual.
“Service Level Agreement” means, with respect to the Platform, the Smarter AI service level agreement in effect from time to time.
“Smarter AI” means, for Customers located within the United States:
Smarter AI Corporation
8551 West Lake Mead Boulevard
Suite 240 Bullseye Vegas
Las Vegas, NV 89128
or, for Customers located within APAC:
Smarter AI International Private Limited
256 South Bridge Road
#02-01 Bullseye Singapore
Singapore 058805
or, for Customers located in EMEA and ROW:
Smarter AI DMCC
BB1 Mazaya Business Avenue
43rd Floor Bullseye Sky Dubai
Dubai, UAE
“Subscription” means the right to use specified Platform features for a specified term.
