This DataSource Service Internet User Agreement (the 'Agreement') describes the terms and conditions under which Users (defined below) may access and use the https://datasource.tycois.com website (the 'Site') and the Tyco DataSource Services ('Services') available thereon. Access to the Site and the Services are provided only if the Customer (defined below) and each User agrees with the terms and conditions set forth herein.
1. Use of Tyco DataSource Services. a. The Services are available to (a) any current Tyco commercial customer that (i) has (I) completed the online enrollment form, (II) paid the associated fees, and (III) agreed to the terms of this Agreement, (ii) is not a minor and can form a legally binding agreement under applicable law, (iii) has not had its permission to use the Site or any Services suspended, and (iv) continues to have an active account in good standing with Tyco, and (b) Users who (i) have been authorized to access the Site by a Customer that continues to have an active account in good standing with Tyco, (ii) are not minors and can form legally binding agreements under applicable law, (iii) have not had his/her permission to use the Site or any Services suspended, and (iv) have agreed to the terms of this Agreement. If You or any User does not meet the applicable qualifications, You and/or such User may not use the Services or the Site. You may authorize Your employees, agents and/or contractors to access the Site in order to use the Services, or portions thereof, in each case as You determine, so long as they comply with their obligations as Users hereunder. However, Tyco may refuse any of its services, change the qualifications for use of the services and/or terminate this Agreement with anyone at any time, in Tyco's sole discretion.
b. You are responsible for each User you authorize to access the Site or any Service and You shall upon demand indemnify and hold Tyco harmless from any loss, damage or other liability arising from any of Your User's use of the Site or any Service. You understand that each User (i) will have access to Your confidential and/or proprietary information once You grant such User access to the Site, and (ii) may, depending on the access granted to such User by You, be able to modify or change the information contained on the Site to the extent such is permitted by the Site. You are solely responsible determining whom Your Users will be and for setting the level of access each of Your Users will have to the Site and any Service thereon. If You no longer want any of Your Users to have access to the Site or any Services or if You want to change the level of access any User has to the Site or any Services, You must terminate Your authorization for that User or change the assigned level of access for that User in each case in the manner described on the Site.
2. Account Activation. Before You may participate in, use and allow others to use the Site and before any User may access the Site, You and/or such User must accept the terms of this Agreement. Once You and any of Your Users have accepted these terms, Tyco will provide You and such Users access to the Site and the Services, including, without limitation, access to Your Account (as hereinafter defined) if such is appropriate with the level of access granted by You to such Users. If You or any of Your Users do not accept the terms and conditions of this Agreement You and/or such User are not permitted to access the Site or any Services.
3. Accurate User Information. You and each User shall: (a) provide true, accurate and complete Customer and User information; and (b) maintain and promptly update Customer and User information as applicable. You and each User shall not: (a) impersonate any person; or (b) use a name, User ID, password or Customer code that You or such User is not authorized to use. If any information You or any User provides is untrue, inaccurate, not current, or incomplete, Tyco may, without limiting other remedies: (a) terminate Your or any User's use of the Services; and (b) recover from You and/or such User any costs or losses incurred as a direct or indirect result of the inaccurate or incomplete information. You hereby authorize Tyco, its agents, suppliers, and subcontractors to make any inquiries they consider necessary to evaluate Your enrollment. This may include ordering a credit report and performing other credit checks.
4. Description of the Services. The Services consist of multiple secure on-line information programs that allow You and the appropriate User access to certain of Your business information ('Account Information') concerning Your and Your affiliates' accounts with Tyco (individually and collectively, 'Account'). The Site is located on an Tyco Intranet server or the server of an Tyco contractor. You and each User may have the option to remain logged onto the Site from Your or his/her PDA or other equipment for an extended period. If others obtain Your or any of Your User's PDA or access to such other equipment while it is logged onto the Site, they may be able to view the Account Information and other data contained on or transmitted to the Site including Your proprietary and confidential information. You and each User are solely responsible for the security of Your and such User's PDA and other equipment used to log onto the Site and to access Your Account and the Account Information. You and each User shall upon demand indemnify and hold Tyco harmless from any loss, damage or other liability arising from any person obtaining access to Your Account, the Account Information and/or Your other proprietary and confidential information through Your or any User's PDA or other equipment used to log onto the Site.
5. My Reports. The 'My Report' feature of the Site allows You and/or Your Users to save for easy accessibility routinely run search criteria using data (a) inputted by You and Your Users onto the Site, and (b) captured by the equipment ('Equipment') used to monitor Your and Your affiliates' premises ('Premises') under Your Alarm Services Agreement. You are solely responsible for any and all data You or any of Your Users input onto the Site. The actual report created by running any saved search criteria will not be saved on the Site. The report created by any such search may be saved on the computer that performed such search if that computer has the required compatible software loaded on it. You are responsible for all costs associated with obtaining any compatible software that might be required to create and/or save any reports created using the 'My Report' feature of the Site.
6. Activity Analysis. The 'Activity Analysis' feature of the Site allows You and/or Your Users to search for certain events/exceptions that may have occurred at Your Premises during the time period specified in such search, using the data that has been collected by the Equipment, such as alarm and testing activities and late or early openings or closings of the improvements located on the Premises. While this information is available to Us, We have no duty or obligation to review it or to notify You or any User of any unusual activity that may be disclosed by this information except as expressly set forth in Your Alarm Services Agreement. You and Your Users are solely responsible for setting forth the parameters of any searches done using these features and any failure to detect any criminal, unethical or other unacceptable behavior that may have been detected if the parameters of these searches had been set differently by You or any User.
7. Payment for the Service. Unless otherwise stated, all fees are quoted in U.S. Dollars. Fees will be added to Your next monthly invoice. You are responsible for paying all fees associated with use of the Service and the Site, and all applicable taxes. The forgoing fees are subject to change at any time. In the event of an increase in the fees, Tyco will send You a notice 30 days prior to the scheduled increase. At that time You may opt to continue or discontinue using the Site. The Cost for using the Site and Service is as shown on http://datasource.tycois.com/DataSourcePricing.htm. Such Fees are payable in advance at the same time Your monthly payments are due under Your Alarm Services Agreement.
8. Rights and Restrictions. Subject to the terms and conditions of this Agreement and your Alarm Services Agreement, with respect to any User, the access rights You have granted such User, We grant You and each of Your Users a limited non-transferable license to use Your and such User's password to access the Site, the Services and Your Account for Your own internal business purposes, and to use, download, and copy Your Account Information solely to facilitate Your business with Us. You and each User agree that You and such User shall not: (a) permit or allow, and You shall prevent any User from agreeing or allowing, any third party to use or access Your or such User's password, the Site, or Account other than those employees or consultants who are bound by written confidentiality obligations and who have a need to know such information to perform duties to facilitate Your business; or (b) use, and You shall prevent any User from using any proprietary or confidential information contained in the Site or Your Account for any purpose, other than to facilitate Your business with Us. Neither You nor any User may publish, display, disclose, modify, distribute, or create, and You shall prevent each User from publishing, displaying, disclosing, modifying, distributing, or creating derivative works based on any information contained in the Site or Your Account or any part thereof other than in the regular course of facilitating Your business with Tyco. Neither You nor any User may reverse engineer, decompile, translate, adapt, or disassemble, and You shall prevent each of the Users from reverse engineering, decompiling, translating, adapting, or disassembling the Site or any part of the Site. Neither You nor any User may transmit, and You shall prevent each User from transmitting Your Account Information to any third party unrelated to the operation of Your business without Tyco's prior written approval.
9. Ownership. Neither You nor any of Your Users have any ownership rights in the Site, the Services or the other information available or contained on the Site. Rather, You and Your Users have, subject to the terms of this Agreement, a limited license to use the Site and the Services and access Your Account as long as this Agreement remains in force and effect. Ownership of the Site, the Services and Your Account, and all intellectual property rights therein shall remain at all times with Tyco and/or its contractors. Tyco expressly reserves all rights not granted to You and any the Users herein. Neither You nor any User may remove any proprietary notices of Tyco from Your Account or any reports generated or accessed through use of the Site or any Service. Any other use of the Site, any Service and Your Account by any person, business, corporation, government organization or any other entity other than the uses permitted under this Agreement is strictly forbidden.
10. Confidentiality. You and Your Users expressly acknowledge and agree that the Site, the Services, Your Account and the Account Information contain proprietary or confidential information, including but not limited to trade secrets, of Tyco Security Services, Inc. You and each User hereby agree to maintain the confidentiality of the Site, the Services, Your Account and the Account Information using at least the same degree of care used to maintain the confidentiality of Your most confidential information. You and each User agree to communicate the terms and conditions of this Agreement to those persons who have access to Your and each User's password(s), Your Account and the Account Information, and to require such persons to be bound by similar confidentiality obligations.
11. No Warranty. THE SITE, THE SERVICES, YOUR ACCOUNT AND THE ACCOUNT INFORMATION ARE PROVIDED FOR YOUR CONVENIENCE ONLY. WE AND OUR AGENTS, SUPPLIERS, AND SUBCONTRACTORS PROVIDE THE SITE, THE SERVICES, YOUR ACCOUNT AND THE ACCOUNT INFORMATION 'AS IS' AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS OR IMPLIED. WE AND OUR AGENTS, SUPPLIERS, AND SUBCONTRACTORS SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Tyco DOES NOT WARRANT THAT THE SITE, ANY SERVICE, YOUR ACCOUNT OR THE ACCOUNT INFORMATION WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT THE SITE, ANY SERVICE, YOUR ACCOUNT OR THE ACCOUNT INFORMATION WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN THE SITE, ANY SERVICE, YOUR ACCOUNT OR YOUR ACCOUNT INFORMATION WILL OCCUR OF BE CORRECTED. Some states do not allow the disclaimer of implied warranties, so all or a part of the foregoing disclaimer may not apply to You. This warranty gives You specific legal rights and You may also have other legal rights which vary from state to state.
12. Limitation of Liability. IN NO EVENT WILL TYCO, ITS EMPLOYEES, AGENTS, REPRESENTATIVES, PARENTS, SUBSIDIARIES, SUPPLIERS, OR AFFILIATES BE LIABLE TO YOU, ANY USER OR ANY THIRD PARTY FOR ANY DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, MISUSE OF YOUR OR ANY USER'S PASSWORD(S), YOUR ACCOUNT OR ANY ACCOUNT INFORMATION BY ANY THIRD PARTY, EMPLOYEE, OR FORMER EMPLOYEE, OR LOSS OF BUSINESS INFORMATION) HOWEVER ARISING (INCLUDING TYCO'S OR ANY OF ITS EMPLOYEES', AGENTS', REPRESENTATIVES', PARENTS', SUBSIDIARIES' OR AFFILIATES' NEGLIGENCE), INCLUDING, WITHOUT LIMITATION, OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICE, ACCESS THE SITE OR YOUR ACCOUNT OR ACCOUNT INFORMATION OR FOR ANY CHANGES YOU MAKE TO YOUR ACCOUNT INFORMATION, OR FOR ANY CLAIM OR INCIDENT RELATED IN ANY MANNER TO THE ACCOUNT INFORMATION, OR ANY CLAIM BY ANY OTHER PARTY, EVEN IF TYCO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TYCO'S LIABILITY, AND THE LIABILITY OF TYCO'S REPRESENTATIVES, PARENTS, SUBSIDIARIES, OR AFFILIATES, TO YOU, ANY USER OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO (A) THE AMOUNT OF FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (B) $1,000 WHICHEVER IS LESS.
13. Indemnification and Release.
a. You agree to indemnify, hold harmless, release and discharge Tyco, its shareholders, parents, subsidiaries, affiliates, directors, officers, agents, and employees from any liabilities, claims, actions, losses, demands or any other damages or expenses (including, but not limited to reasonable attorney's fees) made by You or any third party, including from any actions for contribution or indemnity, specifically including claims or actions arising from subrogation which could be brought by Your insurer(s), due to or arising out of (a) Your or any of Your User's use of Site or any Services, (b) the accuracy of the data contained on the Site or in any reports generated by the Services, (c) any Security Risks, or (d) any claim or incident related to the Account Information.
b. Each User agrees to indemnify, hold harmless, release and discharge Tyco, its shareholders, parents, subsidiaries, affiliates, directors, officers, agents, and employees from any liabilities, claims, actions, losses, demands or any other damages or expenses (including, but not limited to reasonable attorney's fees) made by such User or any third party, including from any actions for contribution or indemnity, specifically including claims or actions arising from subrogation which could be brought by insurer(s), due to or arising out of such User's use of the Site or any Services.
14. Compliance with Laws. You agree to pay all applicable sales or use taxes and to comply with all applicable laws, including any tax consequences with respect to Your transactions, and any regulations regarding the use of the Site or the Services.
15. No Agency. No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.
16. Notices. Except as explicitly stated otherwise, any notices shall be given by email to Tyco Customer Care (in the case of Tyco) or to the email address on file for Your Account ('Your Email Address'), or such other address as the party shall specify. Notice shall be deemed given on the next business day after it is sent, unless the sending party is notified that the email address is invalid. Alternatively, We may give You notice by certified mail, postage prepaid and return receipt requested, to the address provided to Tyco during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing. Notices to Users shall be given by email to You, on their behalf, at Your Email Address, or to such other email address of the Company as You specify to Us in writing.
17. Termination. This Agreement immediately and automatically terminates without notice if You or any User fails to comply with any terms of this Agreement or Your Alarm Services Agreement or each Account is terminated or for any other reason at Our sole discretion. Upon such termination, Your password and the password of each User will no longer be valid and neither You nor any User shall have any further right to use or access the Site, any Services, Your Account or the Account Information. All provisions relating to confidentiality, indemnification, ownership rights, and non-disclosure shall survive the termination of this Agreement.
18. General. Tyco retains all right, title, and interest in and to its copyrights, patents, trade secrets, trademarks, service marks, and trade names (the 'IP') worldwide. You and Your Users may only use Tyco's IP with Tyco's express, written permission. You and the Users shall not use the IP in any manner that is disparaging or that otherwise portrays Tyco in a negative light. Under no circumstances may You or any of Your Users alter, modify, or change Tyco's IP. We do not guarantee continuous, uninterrupted or secure access to the Site or the Services. Operation of the Site may be interfered with by numerous factors outside of Our control. We and Our agents, suppliers, and subcontractors are not responsible for delays in the Service or the unavailability of the Site. Headings in this Agreement are for reference purposes only. Our failure to act with respect to a breach by You, any User or others does not waive Our right to act with respect to subsequent or similar breaches. This Agreement, Your Tyco Alarm Services Agreement, any authorization provided to use any Services and any other terms You may have to agree to in order to use any features available on the Site set forth the entire agreement between You, the Users and Us with respect to the subject matter hereof. Please print a copy of this Agreement for Your files or the files of the applicable User or You or any User can request a hard copy of this Agreement by contacting Tyco at "email@example.com" or 1-800-289-2647 and an account representative will be happy to assist.
19. Disclosures. The Services are offered by Tyco directly or indirectly through its agents, suppliers, and subcontractors. Tyco maintains its US corporate headquarters at 4700 Exchange Court, Suite 300, Boca Raton, FL 33431, Telephone (561) 988-7200.
20. Amendments. Tyco may amend this Agreement at any time by posting the amended Agreement on the Site. The amended Agreement shall (a) automatically be effective 30 days after it is initially posted on the Site, and (b) governs Your use of the Site and all Services from and after the date such amended Agreement becomes effective. No amendments will be applied retroactively. You agree to view the Agreement periodically in order to be aware of any amendments. Your continued use of the Site or any Service after such amendments become effective will constitute acceptance of the amended terms. The Agreement may not be otherwise amended except in writing and agreed to by both parties. The Agreement was last revised on February 22, 2013. No person is permitted to amend the Agreement without Tyco's express prior written consent.
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