AnyConnect Terms of Service

Effective Date: September 1, 2019

AnyConnect Private Limited and its subsidiaries and affiliates (collectively, “AnyConnect” or “we”) provide software and Web services which enable onboarding, access control, streaming, recording, and vision for smart cameras and apps (our “Services”). We enable developers to build and deploy innovative products that leverage our Services (“Products”).

These terms of service (“Terms”) govern the use by developers of our application programming interfaces (“APIs”), our platform libraries (“Platform Libraries”), and any documentation, source code, data, reports, support, and other materials we make available to develop Products (collectively with our APIs and Platform Libraries, our “Developer Materials”).

To create an AnyConnect account and use our Services and Developer Materials, you must read and accept these Terms by clicking on the “I Accept” button or other mechanism provided. If you create an AnyConnect account on behalf of a company, organization, or other entity, then “you” includes you, that entity, its subsidiaries and affiliates, you represent that you have the authority to bind the entity to these Terms, and you accept these Terms on behalf of that entity, unless that entity has a separate written agreement with AnyConnect governing its use of our Services and Developer Materials, in which case that agreement will govern your account and use of our Services and Developer Materials.

1. Accounts

To use the Developer Materials, you must create and maintain an AnyConnect account. AnyConnect may withhold or withdraw approval of your account for any reason. When creating an account, you must provide accurate, complete, and current information as requested. You must also keep that information accurate, complete, and current after creating your account.

2. Right to use our Developer Materials

AnyConnect grants you a limited, non-exclusive, non-transferable, revocable, right to use our Developer Materials, solely to the extent necessary for you to develop Product(s) that operate in connection with our Services and not products or services that are competitive with our Services or Developer Materials.

Some of the software included with or required by our Developer Materials 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 these Terms, the open source license instead sets forth your agreement with AnyConnect for the applicable open source software only.

You may not copy, distribute, lease, modify, or sell, any part of our Services or Developer Materials, nor may you reverse engineer or attempt to extract the source code of our Services or Developer Materials.

You will use our Developer Materials only as permitted by these Terms and applicable laws, including without limitation laws regarding data protection, privacy, data transfer, and software. You also will require End Users of your Product(s) to comply with these Terms and applicable laws.

3. Right to sublicense our Platform Libraries

AnyConnect grants you a limited, non-exclusive, non-transferable, revocable, right to sublicense our Platform Libraries, solely to the extent necessary for you to deploy your Product(s) to end users thereof (“End Users”). You are solely responsible for all use of our Platform Libraries by your End Users.

All sublicenses to our Platform Libraries must contain the following terms:

4. No Multiplexing, Competitive Services or Software

You may not combine Product(s) or End Users through multiplexing or any other process which reduces the number of Products or End Users registered with our Services or Developer Materials.

Your Product(s) may not use any other service, hardware, software, or any other process which is competitive with our Services or Developer Materials.

5. Changes to our Services and Developer Materials

We will change the features, functions, and interfaces of our Services and Developer Materials, including our APIs, from time to time. You must ensure that calls or requests your Product(s) make to the APIs are compatible with our then-current APIs. We will use commercially reasonable efforts to avoid making changes to the APIs that are not backwards compatible, and we will use reasonable efforts to notify you before implementing such changes.

6. Privacy Policy

“Product Data” includes all data collected by AnyConnect about your Product and during setup and operation of your Product. You confirm that you have read and accept AnyConnect’s Privacy Policy, which sets forth how we collect, process, and store Product Data.

You are solely responsible for obtaining all required consents to AnyConnect’s Privacy Policy from all End Users in connection with all use of your Product(s) and our Services and Developer Materials, which consents will be compliant with all applicable data protection, privacy, and data transfer laws.

7. Use of Marks

Subject to these Terms, we both grant each other the right to use and display each other’s name and logo (“Licensor Marks”) on our respective websites and in other promotional materials solely in connection with each of our respective activities under these Terms. All such use of Licensor Marks will be in accordance with each other’s applicable usage guidelines and will inure to the benefit of Licensor.

8. Fees, Payments, and Taxes

You agree to pay the fees set forth in your “Fee Schedule”, which is either our standard schedule of fees, as we revise from time to time, and/or any other order forms for our Services and Developer Materials ordered by you and accepted in writing by us.

You are responsible for and agree to pay all taxes arising from use of our Services and Developer Materials under these Terms, including without limitation all import, sales, use, and withholding taxes.

If you fail to comply with these Terms in a way which would reduce the fees arising from your use of our Services and Developer Materials, you will be responsible for and agree to pay all fees which would have arisen from your use of our Services and Developer Materials in accordance with these Terms.

We may at our discretion permit you to pay amounts due under these Terms in arrears. You agree to make all payments due hereunder within 7 days of the corresponding invoice date.

Your payment obligations cannot be cancelled or set off, and any fees paid will not be refundable. If any payment due from you is overdue, we may assess and you agree to pay a late fee in the amount of 2% per month or part thereof, and the full amount of any commitments under your Fee Schedule will accelerate and become immediately due and payable.

You must notify us in writing if you dispute any portion of any fees payable or paid by you under these Terms, within 1 month of the applicable charge, in which case we will work together with you to resolve the applicable dispute promptly. If you do not provide us with this written notice of your fee dispute within this 1 month period, you will not be entitled to dispute any fees paid or payable by you.

If your use of our Services and Developer Materials exceeds the amounts prepaid by you or if you fail to pay any amounts due by you under these Terms, we may suspend access to our Services and Developer Materials under your account without prior notice to you. We will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur as a result of any such suspension.

9. Ideas

You may choose to, or AnyConnect may invite you to submit comments, ideas, or suggestions about our Services and Developer Materials (“Ideas”), including how to improve our Services and Developer Materials. By submitting any Ideas, you agree that your submissions are voluntary, gratuitous, unsolicited, and without restriction and will not place AnyConnect under any fiduciary or other obligation. AnyConnect 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 AnyConnect does not waive any rights to use similar or related ideas previously known to AnyConnect, developed by its employees, or obtained from other sources.

10. Warranties and Disclaimers

We provide our Services and Developer Materials using a commercially reasonable level of skill and care.

Without limiting AnyConnect’s express warranties and obligations under these Terms, AnyConnect hereby disclaims any and all other warranties, express or implied, including but not limited to warranties of merchantability, title, non-infringement, and fitness for a particular use and warranties related to third-party equipment, software, or services. Except for the express warranties set forth in this section and AnyConnect’s SLA, our Services and Developer Materials are provided “as is” to the fullest extent permitted by law. To the extent this disclaimer conflicts with applicable law, the scope and duration of any applicable warranty will be the minimum permitted under that law.

11. Indemnification

You agree to defend, indemnify and hold harmless AnyConnect and its affiliates, subsidiaries, and licensors harmless against any actual or threatened claim, loss, liability, proceeding, third-party discovery demand, governmental investigation, or enforcement action arising out of or relating to your activities under these Terms or your acts or omissions in connection with the deployment of your Product(s), including, without limitation, any intellectual property claims relating in whole or in part to your Product(s), and any violation by you or your End Users of these Terms (“Claim”). We and our affiliates and subsidiaries will cooperate as fully as reasonably required in the defence of any Claim, at your expense. We reserve the right, at your expense, to retain separate counsel for ourselves in connection with any Claim or, if you have not responded reasonably to the applicable Claim, to assume the exclusive defence and control of any Claim in which you are a named party and that is otherwise subject to indemnification hereunder. You agree to pay all costs, attorneys’ fees, and any settlement amounts or damages awarded against us in connection with any Claim. You also agree to pay any costs and attorneys’ fees we incur to successfully establish or enforce our right to indemnification hereunder.

12. Exclusion of Damages; Limitations of Liability

Under no circumstances will AnyConnect be liable to you for any indirect, special, incidental, consequential, or punitive damages of any character, including without limitation damages for loss of goodwill, lost profits, lost sales or business, work stoppage, computer failure or malfunction, lost data, or for any and all other damages or losses, even if we had been advised, knew, or should have known of the possibility of such damages. Under no circumstances or legal theory, whether in tort, contract, or otherwise, will AnyConnect by liable to you for any direct damages, costs, or liabilities exceeding the amounts paid by you during the 1 year preceding the incident or claim.

13. Confidentiality

You agree to keep strictly confidential the Developer Materials, Fee Schedule, Services, SLA, these Terms, and any other information or materials designated by AnyConnect as “confidential” (collectively, the “Confidential Information”).

You may not disclose Confidential Information to a third party. You may not use Confidential Information to develop, or to assist others to develop, a product, service, or technology that is competitive with the Services or Developer Materials. You may not use Confidential Information for any purpose other than to exercise your rights under these Terms.

14. Changes to the Fee Schedule, Privacy Policy, SLA, and these Terms

We may revise the Fee Schedule, Privacy Policy, SLA, and these Terms from time to time. We will provide notice of any revisions by posting the revised Fee Schedule, Privacy Policy, SLA, or Terms on www.anyconnect.com. Each revised Fee Schedule, Privacy Policy, SLA, or Terms will supersede prior versions as of the Effective Date written at the top. Your continued use of our Services and Developer Materials will constitute your acceptance of all revised Fee Schedules, Privacy Policies, SLAs, or Terms. If you don’t agree to any revised Fee Schedule, Privacy Policy, SLA, or Terms, you must stop using our Services and Developer Materials.

15. Termination

You may stop using our Developer Materials at any time with or without notice. Further, if you want to terminate these Terms, you must provide AnyConnect with 1 month prior written notice and, subject to the post-termination obligations and the surviving provisions set forth in these Terms, upon the expiration of such 1 month period, these Terms will terminate.

If you stop using our Developer Materials or initiate termination of these Terms, the full amount of any commitments under your Fee Schedule will accelerate and become immediately due and payable.

Without limiting any other right or remedy of AnyConnect hereunder, and unless your Fee Schedule includes a committed term, AnyConnect will have the right to immediately terminate these Terms and/or suspend or terminate your access to our Developer Materials by you or your Product(s) without liability or other obligation to you and without notice.

Upon any termination or expiration of these Terms or discontinuation of your access to our Developer Materials, you must immediately cease all use of our Developer Materials and Licensor Marks and delete all copies thereof.

When these Terms come to an end, those terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to sections 7, 8, 9, 10, 11, 12, and 13.

16. General

AnyConnect reserves all rights in our Services and Developer Materials and you reserve all rights in your Product(s) not expressly granted under these Terms.

AnyConnect’s failure to enforce at any time any provision of these Terms does not waive our right to do so later.

You will not assign or otherwise transfer these Terms, in whole or in part, without our prior written consent.

You and AnyConnect are independent contractors in the performance of each and every part of these Terms. Nothing in these Terms is intended to create or shall be construed as creating an employer-employee relationship or an agency, franchise, joint venture, or partnership.

These Terms will be governed and construed in accordance with the laws of Singapore. The courts of Singapore will have exclusive jurisdiction to settle any dispute arising out of or related to these Terms or our Services or Developer Materials. If any provision of these Terms 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 these Terms 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 these Terms shall have any rights under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enjoy the benefit of or enforce any term of these Terms.

These Terms supersede all prior and contemporaneous agreements, presentations, proposals, sales materials, and statements, oral and written. No oral or written information or advice given by AnyConnect, its agents or employees will create a warranty or in any way increase the scope of the warranties under these Terms.

Any notice required or permitted to be given under these Terms will be given in writing to the receiving party by personal delivery, certified mail, return receipt requested, overnight delivery by an internationally recognized carrier, or by email upon confirmation of receipt. Notices to AnyConnect shall be copied to legal[at]anyconnect[dot]com.