Terms and Conditions of Quotes


SOFTWARE DESCRIPTION (“Software”):

The Software may be comprised of any of the following software items as listed in the applicable quotation. Each item is priced separately.

  1. “Better Tomorrow – Live Face Recognition” is a real-time video analysis software for multiple face recognition. Pricing is offered on a LPC (License per Camera) basis.
  2. “Better Tomorrow – Live Body Recognition” is a real-time video analysis software for multiple body recognition. Pricing is offered on a LPC (License per Camera) basis.
  3. “Face Obstructer” – is a face blurring tool that automatically obscures all faces of individuals captured in the video stream in real-time. Pricing is offered per video channel.
  4. “Better Tomorrow – Forensic” is a face recognition software for the simultaneous analysis of multiple pre-recorded videos. Pricing is offered per stream.

SOFTWARE LICENSE:

A limited, personal, non-exclusive, non-transferable license to use the Software for the end user’s internal business use only and for the term (period) specified in the applicable pricing item listed in the applicable quotation. Different Terms (periods) may apply to different products all pursuant to Anyvision’s EULA available here: http://www.anyvision.co/index.php/end-user-license-agreement/ . The license is subject to the applicable agreement executed (to the extent executed) between the Purchaser (as defined in the applicable quote) and Anyvision.

Hardware:

  1. If applicable, final specifications and/or pricing of the required hardware may vary subject to a site survey performed by Anyvision.
  2. Hardware price includes standard hardware manufacturer warranty.
  3. Any additional hardware and/or equipment necessary for the operation of the purchased Software and/or hardware is not included.

SUPPORT AND MAINTENANCE:

Support and Maintenance is provided pursuant to Anyvision’s standard SLA.

PROFESSIONAL SERVICES:

  1. On-Prem Installation – Offered as an estimation on a per day, per engineer basis. Finalized pricing will be provided following a site survey.
  2. If purchased, the Operators Course includes a one-day course limited to Seven (7) attendees.
  3. Professional services may include customization services, integration services etc. The terms and conditions governing such provision of services will be determined in a respective independent agreement / SOW. Professional Services are offered as an estimation on a per day, per engineer basis. Finalized pricing will be provided once the scope of the project is fully determined.
  4. Professional Services (including On-Prem installation and/or Operators Course) do not include any expenses that Anyvision incurs in providing the Professional Services, including but not limited to flights, accommodation and per diem expenses, which shall be fully reimbursed by Purchaser.

PAYMENT TERMS:

  1. Unless stated otherwise, Payments shall be made within 30 days of receipt of an invoice.
  2. Unless stated otherwise, prices are in USD, EXW from Anyvision’s offices. Prices do not include any allowance for purchase tax, goods and services tax, duties, levies, custom fees, VAT or similar charges.
  3. Prices do not include flights, accommodation, per diem and other expenses which shall be reimbursed by the Purchaser.
  4. Purchaser shall make all payments on a net basis, without any deduction or withholding of any kind (including, without limitation, withholding tax at source) or set-off.
  5. If applicable, a quotation and the pricing provided are subject to Purchaser and Anyvision entering into an applicable reseller/VAR agreement.
  6. Anyvision reserves the right to levy a late payment charge for outstanding amounts not received in accordance with the payment terms at a monthly compounded rate of the lower of one and a half percent (1.5%) or the maximum legal rate on all overdue amounts until arrears plus interest have been cleared. Purchaser will pay all of Anyvision’s costs and expenses, including reasonable attorney’s fees, to enforce the Anyvision rights to receive payment.
  7. Unless stated otherwise, a quotation shall expire within 30 days following its date.

DELIVERY:

  1. Deliveries ARO + 60 days, subject to receipt by Anyvision of all required amounts (unless specifically agreed otherwise).
  2. Please note: ARO means PO confirmation and receipt of advanced payment (if applicable).

LIMITATION OF LIABILITY AND WARRANTY

ANYVISION SHALL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL (EXCEPT FOR DAMAGES RELATING TO DEATH OR PERSONAL INJURY IN JURISDICTIONS WHERE SUCH DAMAGES MAY NOT BE DISCLAIMED AS A MATTER OF LAW), EXEMPLARY OR RELIANCE DAMAGES, LOSSES OR EXPENSES (INCLUDING WITHOUT LIMITATION LOSS OF PROFIT, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR LOSS OF USE) RELATING TO OR ARISING OUT OF THESE TERMS AND CONDITIONS, HOWEVER CAUSED, AND WHETHER BASED ON CONTRACT, TORT, EQUITY OR ANY OTHER THEORY OF LIABILITY WHATSOEVER, EVEN IF ANYVISION WAS NOTIFIED OR OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES.

ANYVISION’S PRODUCTS AND SOFTWARE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND SOLELY FOR THE PURPOSE FOR WHICH THEY WERE PROVIDED. ANYVISION DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PRODUCTS AND SOFTWARE, AND ANY ACCOMPANYING DOCUMENTATION. IN NO EVENT SHALL ANYVISION BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCTS AND SOFTWARE, EVEN IF ANYVISION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ANYVISION’S MAXIMUM LIABILITY FOR DAMAGES UNDER THESE TERMS AND CONDITIONS SHALL BE LIMITED TO THE CONSIDERATION PAID TO ANYVISION BY PURCHASER. THE LIMITATIONS CONTAINED IN THIS SECTION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED UNDER ANY TERM OF THIS AGREEMENT.

CONFIDENTIALITY

Any information related to these Terms and Conditions and/or to Anyvision’s products or services (including all development kits, software, tools, documentation and samples) and/or to any quotation, that are not part of the public domain, are proprietary and confidential information of Anyvision. As such, Purchaser confirms that it shall keep any information in connection with Anyvision’s products or services and/or to any quotation confidential and under access and use restrictions sufficient to protect copying, use or disclosure thereof, including, inter alia, disclosure of the Software results to any third party. Such restrictions will be at least as stringent as those applied to Purchaser’s most valuable confidential and proprietary information. No information related to Anyvision’s products or services and/or to any quotation shall be disclosed by Purchaser to any third party, unless Anyvision has agreed to such disclosure in writing and in advance. Purchaser acknowledges and confirms that the confidentiality obligations under this section shall continue to be in full force and effect for a period of at least 5 years from the date of the quote. Anyvision shall be entitled to communicate to any third party, advertise and/or publicly announce that it is providing, or has provided, the products and services relating to the Software to Purchaser.

INTELLECTUAL PROPERTY

For purposes hereof, “Intellectual Property Rights” means patent rights, copyrights, trademark rights, mask work rights and any and all other intellectual property rights in inventions, improvements, designs, ideas, concepts, innovations, original works of authorship, formulas, techniques, know-how, methods, systems, processes, compositions of matter, computer software programs, databases and trade secrets that are relating to the Software and/or any Anyvision’s products; each of the above whether or not patentable, copyrightable or protectable as trade secrets, irrespective of whether it has been registered in a patent, copyright, trademark or other form, and irrespective of whether it constitutes a commercial or professional secret.

The Purchaser recognizes and acknowledges the exclusive right, title and interest in any Intellectual Property Rights belong and shall continue to belong solely to Anyvision and its licensors, and it is hereby expressly agreed that except to the rights specifically granted hereunder, nothing herein shall constitute or be considered as constituting a transfer or license of any of the Intellectual Property Rights or any part thereof to the Purchaser or any customer of Purchaser. The Purchaser acknowledges that it has no rights, title or interest to the Intellectual Property Rights, apart from the right to use such rights with regard to the Software as set forth herein.

The Purchaser shall forthwith notify Anyvision in writing of any infringement or threatened infringement, unauthorized use, enjoyment, duplication or replication of the Intellectual Property Rights, which it shall become aware of at any time. In such event Anyvision alone shall be entitled to take any and all legal action it deems appropriate in order to protect such rights, and the purchaser shall provide Anyvision, with all reasonable assistance required by Anyvision for such purpose.

The Purchaser undertakes that it will not continue any allegedly infringing activity after being notified thereof as aforesaid or after being informed as aforesaid of modifications approved of by Anyvision that would have avoided the alleged infringement.

Purchaser shall defend and indemnify Anyvision, its affiliates, and their respective employees, officers, directors, suppliers, and successors from and against any damages and liabilities, including reasonable attorneys’ fees, resulting from a any suit, claim, or proceeding brought against the Anyvision by a third party arising from or related to (i) Purchaser’s breach of any of its obligations, representations and warranties hereunder; (ii) Purchaser’s gross negligence or material misrepresentation; and/or (iii) any commitments made by Purchaser that go beyond those set forth herein.

ANTI CORRUPTION AND BRIBERY AND AI ETHICS

Purchaser undertakes to act in full compliance (i) with any applicable Anti-Corruption and bribery laws, (ii) with Anyvision’s Anti-Corruption Policy, available at: http://www.anyvision.co/index.php/anti-corruption-policy/, and (iii) with Anyvision’s AI Ethics Principles, available at: http://www.anyvision.co/index.php/anyvision-ai-ethics/

RELATIONSHIP OF THE PARTIES

These Terms and Conditions and any quotation do not create an employer-employee relationship between Anyvision and Purchaser or any of its employees, nor does it create any agency, joint venture or partnership. Purchaser shall have no authority to act for or to bind Anyvision in any way, to alter any of the terms or conditions of Anyvision standard forms, to warrant or to execute agreements on behalf of Anyvision, or to represent that Anyvision is in any way responsible for the acts or omissions of the Purchaser.

COMPLIANCE WITH EXPORT CONTROL LAWS

Purchaser represents and warrants that it is fully aware of any applicable export control laws and regulations of any other country exercising jurisdiction over the contemplated activities hereunder.
Without limiting the foregoing, Anyvision will perform the contemplated activities hereunder in compliance with the terms of all applicable export licenses or other consents and permits or authorizations received from or issued by any relevant governmental or regulatory authority that has jurisdiction over contemplated activities hereunder.

DATA PROTECTION LAWS

Purchaser hereby acknowledges and agrees that to the extent that Anyvision has access to personal data (as defined in the GDPR (defined herein)), Anyvision will be acting as Purchaser’s sub-processor with respect to such personal data and will use any data supplied or disclosed to it by Purchaser and/or a customer of Purchaser only in accordance with Purchaser’s (as applicable) instructions and to perform the required services. Anyvision will implement appropriate technical and organizational measures to protect the data provided by Purchaser and/or its customer against unauthorized or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure. Purchaser hereby warrants and represents that it will provide all appropriate notices, obtain all appropriate informed consents, comply at all times with all applicable privacy and data protection laws and regulations (including the EU General Data Protection Regulation (“GDPR”)) and industry guidelines to which Purchaser and/or its customer are subject, for allowing Anyvision to use the data as needed (including, without limitation, the provision of such data to Anyvision, the transfer of such data by Anyvision to its affiliates and subcontractors, including transfers outside of the European Economic Area.)

To the extent that Purchaser is subject to the GDPR, Purchaser shall download Anyvision’s Data Processing Addendum (“DPA”) available here: http://www.anyvision.co/index.php/data-processing-addendum/ and must either: (i) fill in Purchaser’s information and click ‘I accept’ to indicate its intent to be bound thereby or (ii) return such DPA signed to Anyvision, as described therein.

In the event Purchaser fails to comply with any data privacy law and/or the DPA, and/or fails to perform its obligations set forth in this section above, then: (a) to the maximum extent permitted by law, Purchaser shall be fully liable for any such breach, violation, infringement and/or processing of personal data without a DPA by Anyvision and Anyvision’s affiliates and subsidiaries (including, without limitation, their employees, officers, directors, subcontractors and agents) (“Anyvision Indemnitees”); (b) in the event of any claim of any kind related to any such breach, violation or infringement and/or any claim related to processing of personal data without a DPA, Purchaser shall defend, hold harmless and indemnify Anyvision Indemnitees from and against any and all losses, penalties, fines, damages, liabilities, settlements, costs and expenses, including reasonable attorneys’ fees.

GOVERNING LAW

Unless agreed otherwise in a specific agreement, Purchaser’s and Anyvision’s relationship hereunder shall be governed, construed and enforced in accordance with the laws of the state of Israel, without giving effect to conflicts of law principles thereof and the competent courts in Tel-Aviv, Israel shall have sole and exclusive jurisdiction in any conflict or dispute arising hereof.