This document is included in the installation portion of the KYI, Inc.’s Products and is posted
here for your reference.
Your License. The KYI Products and Services are licensed and not sold to you. During the
term of your subscription, KYI grants to you a revocable, limited, non-transferable, nonexclusive license to use the KYI Products, solely in connection with routable IP address(es) for a periodical fee. These IP addresses are individually dedicated to each end user to be used for alarm system communication and related activity. Except for the limited license granted in these
Terms. KYI and its licensors retain all right, title and interest in and to the KYI Products, all copies thereof, and all proprietary rights therein, including copyrights, patent, trademark and trade secret rights. You may not copy or distribute the KYI Products, except to the extent that copying is necessary to use the KYI Products for the purposes set forth herein. You may not reverse engineer, decompile, disassemble, modify, or create derivative works of the KYI Products. You may not alter or modify any disabling mechanism which may be included in the KYI Products. You may not assign, sublicense, rent, timeshare, loan, lease, or otherwise transfer the KYI Products, or directly or indirectly permit any third party to copy the KYI Products. You hall be solely responsible for ensuring that your use of the KYI Products is in compliance with all applicable foreign, federal, state and local laws, rules and regulations.
How It Works. KYI obtains and houses routable IP addresses for a monthly fee. These IP addresses are individually dedicated to each end user to be used for alarm system communication transport only. When traffic is received on one of the IP addresses and specified ports, KYI will route it to the designated IP address supplied to KYI during the enrollment process.
Account Access and Ownership. To access and use the KYI Products, you agree to provide KYI with accurate and complete information when you register and to keep such information accurate and complete while you have a subscription for the KYI Products. You are solely responsible for maintaining the confidentiality of your username and password and solely responsible and liable for any and all activities that occur with respect to your account.
Compromise of your username and password may compromise the security of your data. The credit card holder associated with a KYI subscription is the owner of the account and data, unless otherwise agreed in writing between us. If you obtained access to the KYI Products by a business or organization, or as a member of a group of users, the business or organization is the owner of the data. You further acknowledge and agree that the business, organization, or other group of users may have selected one or more administrators to control, manage and use the KYI Products on behalf of such business or organization, or group of users, and the administrators may have been granted certain privileges such as access to and control of your data, without notice to you.
Fees and Renewals. You agree to pay KYI’s then-current and applicable subscription fees for the KYI Products. The fee structure is described in KYI’s Pricing Policy which you can access by clicking “Pricing Policy.” Unless you designate in your account preferences or notify KYI that you do not want your subscription to be auto-renewed, you agree that KYI will automatically renew your subscription to the KYI Products and automatically charge you the then-current renewal fees for such renewed subscription using the credit card associated with your subscription.
Selection of the Appropriate KYI Product
KYI Products are designed to serve the needs of various types of users, and certain KYI Products are designed solely for individual use, while others are designed for business use, as determined by KYI and communicated via KYI’s web site and marketing materials. If you are using a KYI Product for business or network purposes, you must use the appropriate KYI Product. KYI may terminate or suspend your subscription to the KYI Products if you are using a KYI Product that is inappropriate for your usage. In such event, these Terms will automatically terminate.
Enhancements and Feedback
Enhancements. KYI may (i) automatically update the KYI Products installed on your computer without your prior notice, (ii) upgrade, enhance, change and modify (collectively, the”Enhancements”) the KYI Products, or (iii) discontinue or retire the KYI Products or any aspect or feature of the KYI Products, including the types of files and data that are backed-up (not every file on your computer is backed-up) or the availability of KYI Products on any particular device or communications service at any time and from time-to-time in its sole discretion. Any Enhancements made available to you will be subject to these Terms. KYI will use reasonable efforts to provide notice of material changes to the KYI Products or changes to these Terms by emailing you at the address provided in your registration and by posting them on our website. It is your responsibility to periodically check KYI’s web site to inform yourself of any such modifications. Changes to these Terms, which may be made in KYI’s sole and exclusive discretion, will be effective upon acceptance of these Terms (as described herein) for new subscriptions and effective for all existing users thirty (30) calendar days after the posting of the new Terms on KYI’s web site. You agree to be bound to these Terms, as modified. If you do not agree to the modified Terms you are not permitted to use the KYI Products and must terminate your subscription immediately.
Feedback. You may provide feedback to KYI with respect to the KYI Products. KYI may use
feedback for any purpose without obligation of any kind. To the extent a license is required
under your intellectual property rights to make use of the feedback, you hereby grant KYI an
irrevocable, non-exclusive, perpetual, royalty free license to use the feedback in connection with KYI’s business, including enhancement of the KYI Products.
Term and Termination. These Terms and your license to the KYI Products will commence at
the time and on the day you click the “I AGREE” button or install, access, or use the KYI Products, whichever is earlier. These Terms, your license and your subscription to the KYI Products will automatically terminate or expire upon the earlier of (i) non-renewal, cancellation, or expiration of your subscription or your failure to pay invoices when due, (ii) KYI’s discontinuance of the KYI Products, or (iii) failure to comply with these Terms. If any third party makes an intellectual property infringement claim relating to the KYI Products, KYI reserves the right to immediately terminate your subscription to the affected KYI Products. KYI MAY, IN ITS SOLE DISCRETION, DENY USE OF AND ACCESS TO ALL OR ANY PORTION OF THE KYI PRODUCTS, INCLUDING SUSPENDING OR TERMINATING YOUR LICENSE AND ACCOUNT WITH KYI IF YOU ARE USING THE KYI PRODUCTS IN A MANNER NOT INTENDED OR IN VIOLATION OF LAW.
Effect of Non-Renewal or Termination. Upon any non-renewal, termination, or expiration of
your subscription to the KYI Products (i) the license granted herein will automatically and immediately terminate and you will have no further right to possess or use the KYI Products, (ii) the KYI Products may be disabled by KYI without notice to you, and (iii) you will no longer have the right to access or retrieve your data. You acknowledge and agree that KYI reserves the right to automatically delete all of your data upon non-renewal, termination, or expiration of your subscription to the KYI Products and that it is solely your responsibility to seek another source for your needs.
Trial and Evaluation Licenses. To the extent applicable, you may have the option to try the
KYI Products prior to paying for a full subscription by licensing a trial, evaluation, or other limited version (an “Evaluation Version”). Your license to an Evaluation Version of the KYI Products will automatically terminate upon the earlier of (i) the expiration or cancellation of the evaluation period, (ii) when the KYI Product is no longer made available, (iii) when KYI cancels your license to the Evaluation Version, or (iv) upon five (5) days notice from KYI. You acknowledge and agree that KYI’s policy is to automatically delete all of your date upon termination or expiration of any Evaluation Version and that it is solely your responsibility to seek another source for your needs.
Disclaimer of Warranties; Indemnification; Limitation of Liability
KYI Products. THE KYI PRODUCTS MAY CONTAIN OR KYI MAY PROVIDE TO YOU THIRD PARTY HARDWARE, PRODUCTS, SOFTWARE, OR PROGRAMMING, OR YOU MAY OBTAIN THIRD PARTY HARDWARE, PRODUCTS, SOFTWARE, OR PROGRAMMING FROM THIRD PARTIES DIRECTLY, (“THIRD PARTY COMPONENTS”). THE KYI PRODUCTS, ALL THIRD PARTY COMPONENTS AND ALL BETA SOFTWARE ARE PROVIDED “AS IS,” “WHERE IS,” “AS AVAILABLE,” “WITH ALL FAULTS” AND, TO THE FULLEST EXTENT PERMITTED BY LAW, WITHOUT WARRANTY OF ANY KIND. KYI AND ITS LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE KYI PRODUCTS, THE THIRD PARTY PRODUCTS AND ALL BETA SOFTWARE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE, AND ANY WARRANTIES REGARDING QUIET ENJOYMENT, QUALITY OF INFORMATION, SECURITY, RELIABILITY, TIMELINESS, AVAILABILITY OF BACKED-UP DATA AND PERFORMANCE OF THE KYI PRODUCTS. KYI DOES NOT WARRANT THAT THE KYI PRODUCTS, THIRD PARTY COMPONENTS, OR BETA SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE KYI PRODUCTS, THIRD PARTY COMPONENTS, OR BETA SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE KYI PRODUCTS, THIRD PARTY COMPONENTS, OR BETA SOFTWARE WILL BE CORRECTED, OR THAT ENCRYPTION ALGORITHIMS, ASSOCIATED KEYS AND OTHER SECURITY MEASURES WILL BE SECURE OR EFFECTIVE. YOU UNDERSTAND AND AGREE THAT YOUR INSTALLATION, USE AND ACCESS OF THE KYI PRODUCTS, THIRD PARTY COMPONENTS AND ALL BETA SOFTWARE IS AT YOUR SOLE DISCRETION AND RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER, SOFTWARE AND THE LOSS OF BACKED-UP DATA THAT RESULTS FROM THE USE THEREOF. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY KYI SHALL CREATE ANY ADDITIONAL KYI WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF KYI’S OBLIGATIONS HEREUNDER. YOU HEREBY WAIVE ANY AND ALL CLAIMS, NOW KNOWN OR LATER DISCOVERED, THAT YOU MAY HAVE AGAINST KYI AND ITS AFFILIATES, SUPPLIERS AND LICENSORS ARISING OUT OF YOUR USE OF THE KYI PRODUCTS, THIRD PARTY COMPONENTS AND SOFTWARE. THE KYI PRODUCTS MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT KYI DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT (I) VIRUSES, WORMS, TROJAN HORSES, AND OTHER UNDESIRABLE DATA, OR SOFTWARE, OR (II) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE YOUR DATA, WEB SITES, COMPUTERS, OR NETWORKS. KYI SHALL NOT BE RESPONSIBLE FOR SUCH ACTIVITIES. YOU ARE SOLELY RESPONSIBLE FOR THE SECURITY AND INTEGRITY OF YOUR DATA AND SYSTEMS.
Beta Applications. KYI may designate certain Enhancements and new releases of the KYI Products as “Beta Software.” Beta Software is not ready and is not intended for use in a production environment. At this early stage of development, operation of the Beta Software may be unpredictable and lead to erroneous results. You acknowledge and agree that (i) the Beta Software is experimental in nature and has not been fully tested, (ii) the Beta Software may not meet your requirements or perform as intended, (iii) use of the Beta Software may not be uninterrupted, error free, or free of faults, (iv) your use of the Beta Software is for the sole purpose of evaluating and testing the product and providing feedback to KYI, and (v) you shall inform your employees, staff members and other users regarding the nature of the Beta Software. Your use of the Beta Software is and shall be subject to these Terms.
Indemnification; Limitation of Liability. YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR YOUR CONDUCT, YOUR DATA, AND YOUR BACKED-UP DATA RELATED TO THE KYI PRODUCTS. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD KYI, AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, AFFILIATES, SUPPLIERS AND LICENSORS HARMLESS FROM AND AGAINST ANY AND ALL LOSS, COST, DAMAGE, LIABILITY AND EXPENSE (INCLUDING ATTORNEYS’ FEES, EXPERT FEES AND OUT-OF-POCKET EXPENSES) ARISING OUT OF, RESULTING FROM, OR IN CONNECTION WITH YOUR BREACH OF THESE TERMS, YOUR USE OF THE KYI PRODUCTS, OR YOUR DATA. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL KYI OR ITS AFFILIATES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY COST TO PROCURE SUBSTITUTE SERVICES OR DATA, OR ANY DIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, EXEMPLARY, OR ANY OTHER DAMAGES, INCLUDING DAMAGES FOR PERSONAL INJURY, LOST PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOST REVENUES, ARISING OUT OF YOUR USE OR INABILITY TO USE THE KYI PRODUCTS, THIRD PARTY COMPONENTS, OR BETA SOFTWARE, OR YOUR USE OF DATA OR FILES STORED THEREIN, EVEN IF KYI HAS BEEN ADVISED ABOUT THE POSSIBILITY OF SUCH DAMAGES (WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR OTHERWISE)). IN ANY CASE AND WITHOUT LIMITING THE FOREGOING, THE ENTIRE LIABILITY OF KYI AND ITS AFFILIATES, SUPPLIERS AND LICENSORS FOR ALL DAMAGES OF EVERY KIND AND TYPE (WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) SHALL BE LIMITED TO THE LICENSE FEES PAID BY YOU TO KYI IN THE TWELVE (12) CALENDAR MONTHS PRIOR TO THE DAMAGES ARISING. IF THE KYI PRODUCTS ARE PROVIDED TO YOU WITHOUT CHARGE, THEN KYI SHALL HAVE NO LIABILITY TO YOU WHATSOEVER. THE FOREGOING TERMS SET A LIMIT ON THE AMOUNT OF DAMAGES PAYABLE AND ARE NOT INTENDED TO ESTABLISH LIQUIDATED DAMAGES.YOU EXPRESSLY RECOGNIZE AND ACKNOWLEDGE THAT SUCH LIMITATION OF LIABILITY IS AN ESSENTIAL PART OF THIS AGREEMENT AND IS AN ESSENTIAL FACTOR IN ESTABLISHING THE PRICE OF THE KYI PRODUCTS. Some jurisdictions do not allow the exclusion of incidental or consequential damages, or the limitation on how long an implied warranty lasts, so some of the foregoing terms may not apply to you.
Governing Law and Arbitration
These Terms shall be governed, construed and enforced in accordance with the laws of the State of California without reference to conflicts of law principles. The parties agree that the exclusive jurisdiction of any actions arising out of, relating to, or in any way connected with these Terms, shall be in the state or federal courts, as applicable, located in the County of Orange, California. Any dispute, controversy, or claim arising out of or relating to this Agreement, including the arbitrability of the matter or the formation, interpretation, scope, applicability, termination, or breach thereof, shall be referred to and finally determined by arbitration in accordance with the JAMS Streamlined Arbitration Rules and Procedures, or JAMS International Arbitration Rules, if the matter is deemed “international” within the meaning of that term as defined in the JAMS International Arbitration Rules. The arbitration shall be administered by JAMS, shall take place before a sole arbitrator, and shall be conducted in Orange County, California. If the JAMS International Arbitration Rules apply, the language to be used in the arbitral proceedings will be English. Judgment upon the arbitral award may be entered by any court having jurisdiction. This section shall apply to and require arbitration of all disputes, controversies and claims, regardless of whether such disputes, controversies, or claims concern a single individual, entity, or other person, multiple individuals, entities, or other persons, or classes of individuals, entities, or other persons, unless superseded by any further writing between KYI and you.
General. These Terms constitute the entire understanding of the parties and supersede all prior and contemporaneous written and oral agreements with respect to the subject matter hereof. In particular, if you are a current licensee of KYI Products, these Terms shall supersede your existing license agreement and that agreement shall be of no further force or effect. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of these Terms. As used in these Terms, the words”include” and “including” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” If one or more of the provisions herein shall be held invalid, illegal, or unenforceable in any respect, the validity, legality and enforcement of the remaining provisions shall not be affected or impaired. The failure to enforce or the waiver by either party of a default or breach of the other party shall not be considered to be a waiver of any subsequent default or breach. If you or KYI cannot perform its obligations under these Terms because of any act of God, accident, strike, court order, fire, riot, war, failure of third party equipment, or any other cause not within the affected party’s reasonable control and that could not be avoided through the exercise of reasonable care and diligence (a “Force Majeure Event”), then the non-performing party will: (i) promptly notify the other party; (ii) take reasonable steps to resume performance as soon as possible; and (iii) not be considered in breach during the duration of the Force Majeure Event. If a Force Majeure Event continues for five (5) or more business days, KYI may terminate your subscription to the KYI Products and these Terms by providing written notice to you. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN FULL FORCE AND EFFECT. The following provisions shall survive termination or expiration of this Agreement: Account Access and Ownership; Effect of Non-Renewal or Termination; Disclaimer of Warranties; Indemnification; Limitation of Liability; Governing Law and Arbitration; and Additional Terms. Any inconsistency between these Terms in English and these terms in any other language shall, to the fullest extent permitted by applicable law, be resolved by reference to the English version.