1.1 These Terms and Conditions of use (the “Terms and Conditions”) govern the use of the Software, its applications, items, products and all services attached to the Software as made available by STVS SA (“STVS”) to the user (“User”) and purchased by User. They apply to any actual and future use of the Software by User. Acceptance of the present Terms and Conditions is deemed granted by User when all or any portion of the Software is accessed and used by User. User agrees that these Terms and Conditions are enforceable like any written negotiated agreement signed by User. If User does not agree, User should not use the Software.
1.2 STVS reserves the right to amend these Terms and Conditions, as well as all of the documents and information related to the Software, at any time without prior notice. The further use of the Software following such amendments shall be deemed to constitute consent to the amendments by User.
2.1 Subject to the present Terms and Conditions, STVS grants User a non-exclusive right to use the Software solely for the purpose of access by User and execution of the services delivered and provided by STVS when solicited and purchased by User. User has access to the purchased services and products of the Software for their intended purpose and in accordance with the present Terms and Conditions and with any and all specifications set forth in any documentation relating to the Software provided by STVS. Such use and access will be continuous on a 24 hour basis, except for interruptions by reason of maintenance or downtime of the Software.
2.2 User will use the Software and its services solely for its personal use or for its internal business operations. Unless explicitly agreed upon in writing by STVS, User has no right, in particular, to distribute, sell, sublicense, re-license, rent, loan, copy, or lease the Software or any or all of its services, products or components thereof to any third party. User will not modify, translate, reverse engineer, decompile, disassemble or create derivative works based upon the Software. User will not add or delete any program files that would modify the functionality and/or appearance of the Software and/or any component thereof. User shall comply with all applicable laws including intellectual property and copyright laws. User shall not use the Software for means of video surveillance or for monitoring its employees or contractors who are providing work on User’s work site. User is responsible for and will bear all costs and fees related to providing, installing and maintaining its workstations equipment and operating systems with all necessary software and hardware material necessary to support and guarantee the use of the Software and its services. User shall not share identification or password codes with third parties. User is responsible for maintaining the confidentiality of any identification or password code User may be provided with in order to access and use the Software and its services. User is fully responsible for any and all activities that occur under User’s account and passwords.
3.1 User shall pay all necessary fees for Software’s products and services purchased by User in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable by User. Fees are based on purchased products and services and not on actual use. All necessary fees are based on monthly periods that begin on the date of the subscription and purchase by User of such products or services. STVS reserves the right to modify its fees and charges and to introduce new charges at any time.
3.2 Unless otherwise stated, fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to VAT, sales, use or withholding taxes. User is responsible for paying all taxes associated with User’s purchase of any of Software’s products and services.
4.1 The Software, its structure, organisation and code, its services and related products are the valuable trade secrets, confidential information and the sole property of STVS. User agrees to protect STVS’s copyright and other ownership interests in all items of the Software. These Terms and Conditions do not in any manner grant User any right to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the items in the Software, and all rights not expressly granted are reserved by STVS.
5.1 STVS will provide online and e-mail support to User according to STVS customary practice, based on its sole consideration. Any action or conduct of User, based on the support services by STVS shall be performed under User’s sole responsibility.
6.1 STVS provides the Software on an “AS IS” basis and without warranty of any kind. STVS makes no warranty, condition, representation or terms of any kind, whether express or implied, for the performance or results of the Software, its components and services, including but not limited to non-infringement of third party rights, merchantability, satisfactory quality or fitness for any particular purpose.
7.1 STVS shall in no event be liable for any direct or indirect damages, as well as any consequential damages, claims or costs whatsoever arising from these Terms and Conditions and/or from the use of the Software or any of its components by User or by any third party, including but not limited to any consequential, indirect, incidental damages, or any lost profits or lost savings, even if an STVS representative has been advised of the possibility of such loss, damages, claims or costs, or for any claim by any third party. In particular, STVS expressly excludes all and any liabilities for illegal usage of the Software and/or its components by User or by third parties, loss of data, images and all related footage or material, deterioration of data, images and all related footage or material, limitations, delays and other problems inherent in the use of the Internet and electronic communications. STVS shall not be responsible for any delays, delivery failures, or other damage resulting from such problems. The foregoing limitations and exclusions apply to the extent permitted by applicable law.
7.2 User shall bear responsibility for all costs, fees, taxes and claims resulting from the use of the Software, its products and its services. User shall have unlimited liability for direct and indirect damages, as well as consequential damages, caused by gross negligence or unlawful intent.
8.1 User shall defend, indemnify, and hold STVS harmless from and against any claims or lawsuits, including attorney’s reasonable fees that arise or result from the use of the Software and its services, provided STVS gives User prompt written notice of any such claim, tenders to User the defence or settlement of such claim at User’s expense, and cooperates with User, in defending or settling such claim.
9.1 STVS shall not be deemed to be in default of any provision of these Terms and Conditions or be liable for any delay or failure in performance due to Force Majeure, which shall include without limitation acts of God, earthquake, weather conditions, labour disputes, changes in law, regulation or government policy, riots, war, fire, epidemics, acts of omissions of vendors or suppliers, equipment failures, transportation difficulties, malicious or criminal acts of third parties, or other occurrences which are beyond STVS’s reasonable control.
10.1 STVS shall not sell, rent, share or otherwise distribute or make available User data except when (i) User give its prior consent, (ii) it is required by law or by an official authority, or (iii) it is necessary to enable STVS to perform services requested by User.
11.1 These Terms and Conditions are effective and apply as soon as the Software and its products and services are accessed and used by User. STVS has the right to refuse access and use of the Software, its products and services immediately if User fails to comply with any provision of these Terms and Conditions.
12.1 These Terms and Conditions shall exclusively be governed by Swiss law, excluding its provisions on international conflict of laws. Any dispute arising out of or in connection with these Terms and Conditions shall be exclusively submitted to the competence of the Geneva courts, Switzerland.