THIS DOCUMENT (THE “TERMS OF SERVICE”) DESCRIBES THE TERMS AND CONDITIONS UNDER WHICH AXIS COMMUNICATIONS AB, SWEDISH CORPORATE REG. NO. 556253-6143, GRÄNDEN 1, 223 69 LUND, SWEDEN (REFERRED TO AS “AXIS”, “WE”, “US” OR “OUR”), ENABLES ITS CUSTOMER (EITHER YOU AS AN INDIVIDUAL, OR THE LEGAL ENTITY THAT YOU REPRESENT, OR FOR THE BENEFIT OF WHICH YOU ARE AGREEING TO THESE TERMS OF SERVICE AND HAVE THE FULL POWER AND AUTHORITY TO BIND CONTRACTUALLY, AS APPLICABLE; REFERRED TO AS THE “SUBSCRIBER”, “YOU”, “YOUR” OR “YOURS”) TO ACCESS AND USE OUR CLOUD BASED SOLUTION NAMED CASE INSIGHT AND ASSOCIATED SOFTWARE AND SERVICES MADE AVAILABLE BY AXIS (TOGETHER “CASE INSIGHT”). CASE INSIGHT MAY BE ACCESSED BY THE SUBSCRIBER DIRECTLY, OR BY ITS EMPLOYEES OR OTHER AUTHORIZED USERS ACTING ON ITS BEHALF (EACH A “USER”).
PLEASE READ THIS DOCUMENT CAREFULLY. THESE TERMS OF SERVICE CONSTITUTE A BINDING LEGAL AGREEMENT BETWEEN THE SUBSCRIBER AND AXIS, AND CONTAIN IMPORTANT INFORMATION REGARDING CASE INSIGHT, OUR RIGHTS TO CHANGE THESE TERMS OF SERVICE, LIMITATIONS OF OUR LIABILITY, DISCLAIMERS AND TERMS REGARDING THE SUBSCRIBER AND ITS USERS’ PRIVACY RIGHTS. THE SUBSCRIBER’S (INCLUDING ITS USERS’) USE OF CASE INSIGHT WILL MEAN THAT THE SUBSCRIBER HAS ACCEPTED THE TERMS AND CONDITIONS DESCRIBED BELOW.
1 SUBSCRIPTION
1.1 The Subscriber may procure Case Insight by purchasing a subscription through an authorized sales channel. A subscription to Case Insight may require a minimum subscription commitment period. Where applicable, this requirement will be shared with you at the time of your subscription. Certain sales channels may have additional terms and conditions applicable to the purchase of Case Insight, which will apply in addition to, and not in replacement of, these Terms of Service. You are responsible for ensuring that you understand such additional terms and conditions before subscribing to Case Insight.
1.2 We may, from time to time, offer trial subscriptions to Case Insight. Please note that certain features may be limited or not be available as part of trial subscriptions. The duration of such trial may vary. If the Subscriber subscribes for a trial, we will make available Case Insight on a trial basis, free of charge. The trial subscription will end upon the expiration of the trial period, unless the Subscriber purchases a paid subscription to Case Insight before then. The trial subscription may terminate sooner, in accordance with these Terms of Service. Additional terms and conditions may apply. If applicable, these additional terms will be disclosed to the Subscriber prior to the trial subscription, and will apply in addition to, and not in replacement of, these Terms of Service. Unless the Subscriber purchases a paid subscription, any and all Subscriber Data (as defined below) collected and stored as part of the trial will be deleted following the expiration of the trial period.
2 CONDITIONS OF USE
2.1 Subscriber Account. Upon subscription to Case Insight, the Subscriber may be invited to create an account for the Subscriber and/or its Users (the “Subscriber Account”). The Subscriber must protect the Subscriber Account with a complex, secure password, and keep its login information confidential. The Subscriber is fully responsible for its and its Users’ access and use of the Subscriber Account, any activity occurring in your Subscriber Account (whether or not you authorized that activity) and any Subscriber Data (defined in Section 3.2). Unless expressly permitted otherwise by Axis in writing, the Subscriber may not create shared Subscriber Accounts so that multiple Users or other individuals would have access to one single Subscriber Account.
2.2 Permitted Use. The Subscriber undertakes to comply with, and to procure that each User complies with, the following provisions regarding the use of Case Insight.
a) The Subscriber may only access and use Case Insight (including any software provided as part of it) for its internal purposes, and not for rent, lease, distribution, resale, time-share activities or other similar dispositions.
b) The Subscriber may solely access and use Case Insight in the territory where Case Insight was made available to it, as described in the relevant purchase order.
c) The Subscriber may not access or use Case Insight to create products or services that could be considered competitive with Case Insight.
d) The Subscriber may not (and shall not encourage, assist or permit any other person to) translate, deconstruct, disassemble, decompile, reverse engineer or otherwise extract any proprietary code of Case Insight, in whole or in part (including without limitation any software provided as part of it, as well as any underlying technologies, systems, networks and services provided in relation to Case Insight), otherwise tamper with, or modify create any derivative works therefrom or thereof, except to the strictest extent permitted by mandatory applicable law.
e) The Subscriber may not misuse Case Insight by interfering with its normal operation, or by accessing or attempting to access Case Insight using a method other than through the interfaces and instructions provided by us.
f) The Subscriber may not use Case Insight to create, use, send, store or run viruses or other harmful computer code, files, scripts, agents or other programs, or circumvent or disclose the user authentication or security of Case Insight or any host, network or account related thereto.
g) Except as expressly allowed herein, the Subscriber may not copy, sell, distribute, license or sub-license Case Insight in whole or in part (including without limitation any software provided in association therewith) except to the extent required to permit the Users to access and use Case Insight.
We reserve the right to limit or suspend Subscriber’s (and/or any User’s) access or use of Case Insight, in whole or in part, if we have reasonable grounds to believe that Subscriber (or any of its Users) violates these Terms of Service or accesses or uses Case Insight in a manner that is unlawful, fraudulent, abusive, or that otherwise violates the applicable laws, including without limitation those pertaining to the privacy and property rights (including without limitation intellectual property rights) of others. The Subscriber understands that by doing so, we will not be liable to the Subscriber or any other person for any inconvenience, losses or damages whatsoever.
2.3 Subscriber Promises. By accessing and using Case Insight, the Subscriber warrants to Axis that: (a) it possesses all necessary permissions and authorizations to access and use Case Insight in a manner described in these Terms of Service; (b) it has taken and will take such steps as may be necessary to ensure that its access and use of Case Insight complies with the applicable laws and regulations; and (c) it does not and will not use Case Insight for any purpose that is illegal, unlawful, fraudulent or contrary to these Terms of Service, and it will fully cooperate with us to investigate any suspected or actual illegal, unlawful, fraudulent or improper activity related to Case Insight.
2.4 Support. Support services in relation to Case Insight will, if applicable, be provided to the Subscriber directly by the authorized sales channel through which the Subscriber procured Case Insight and may be subject to additional terms and conditions imposed by such sales channel.
2.5 Service Availability. We work hard to maximize the availability of Case Insight. Please refer to the Case Insight SLA attached to these Terms of Service as Exhibit 2 for our availability commitments.
2.6 Third Party Services. Case Insight may enable the Subscriber to access and use third party software and/or services through integration of such third party offerings with Case Insight (“Third Party Services”). The Subscriber acknowledges that integrations and accesses to such Third Party Services in association with Case Insight are made available to the Subscriber for convenience only. Axis does not endorse any such Third Party Services, nor does Axis make any representations or provide any warranties whatsoever with respect to any such Third Party Services, and Axis specifically disclaims any liability or obligations with regard to such Third Party Services. Third Party Services are not part of Case Insight. Third Party Services are provided to the Subscriber in accordance with their respective terms and conditions, and the Subscriber alone is responsible for ensuring that it procures appropriate rights to access and use any such Third Party Services in association with Case Insight and complies with the terms and conditions applicable to their use.
2.7 Scope Changes. As the technology world continues to evolve, we may need to adapt the scope of Case Insight to provide our customers with our newest features and security protections, as well as to comply with the applicable legal framework. This may include, from time to time, discontinuing features that are of little or no relevance to most of our customers. While we may make these changes without advance notice to our customers, we promise not to materially decrease any key features of Case Insight without first advising you in writing.
LICENSES AND INTELLECTUAL PROPERTY RIGHTS
3.1 Grant of Licenses. To the extent Axis provides Subscriber with any software as part of Case Insight, Axis hereby grants Subscriber a limited, non-exclusive, non-transferrable, non-assignable license to download, install, access and use such software, only in the form made available by Axis, up to the maximum number of instances or installations specified in the purchase order, in the territory specified in the purchase order, for the subscription term specified in the purchase order, and for use solely in accordance with the applicable documentation.
3.2 Subscriber Property Rights. As between Axis and the Subscriber, the Subscriber is and will remain the sole owner of all rights (including without limitation all intellectual property rights), titles and interest in and to all information, materials and other data uploaded or imported by the Subscriber or any of its Users to Case Insight, or created, modified or generated for the Subscriber by Case Insight or as a consequence of the Subscriber’s or its Users’ use of Case Insight during the term of these Terms of Service (“Subscriber Data”). Subscriber Data includes, but is not limited to, any personal information, as well as any materials and content uploaded to and stored by the Subscriber or its Users in the Subscriber Account associated with Case Insight. The Subscriber must procure that it has all necessary rights, consents and approvals related to the Subscriber Data. The Subscriber grants Axis, and any third party service providers, licensors and partners that hosts or delivers Case Insight on behalf of Axis, the right to use, reproduce, display, process, transmit, store and transfer the Subscriber Data in order to provide Case Insight to the Subscriber, subject to the terms of this Agreement (including without limitation Section 5).
3.3 Axis Property Rights. Case Insight and all software are protected by law, including all associated intellectual property rights (such as patents, copyrights, service marks, trademarks, trade secrets, data base rights, moral rights and other intellectual property rights) in Sweden, Canada, the United States and other countries. Axis, together with its licensors and partners (as applicable), is and will remain the sole owner of all rights, titles and interest in and to all trademarks, service marks and software provided by Axis in relation to Case Insight, including all modifications and derivative works, as well as the associated goodwill, regardless of any use of the words ‘purchase’, ‘sale’ or the like in these Terms of Service, our websites or any documentation. Axis will also exclusively own all rights, titles and interest in and to any information and usage data (other than the Subscriber Data) collected or generated from the Subscriber’s access and use of Case Insight or any software provided by us. For clarity, such usage does not include any personally identifiable information. The Subscriber acknowledges that we may collect and use such usage data to provide support services to the Subscriber, as well as to access and improve the performance and the quality of Case Insight.
3.4 Trademarks. The trademarks used in these Terms of Service and their respective logos are trademarks or registered trademarks of Axis or its Affiliates in Sweden, the United States and other countries. The term “Affiliate” shall, for the purpose of these Terms of Service, mean any entity that owns or controls, is owned or controlled by, or is under common ownership or control with Axis.
4 TERM AND TERMINATION
4.1 Term. The Subscriber will be bound by these Terms of Service immediately upon its subscription to Case Insight and, subject to Section 4.2 below, they will remain in full force and effect until the expiration of the term of all subscriptions to Case Insight held by the Subscriber, regardless of if the subscriptions have been acquired through different sales channels.
4.2 Termination. These Terms of Service will be terminated upon the occurrence of any of the following events:
a) the Subscriber terminates these Terms of Service by providing Axis with a written notice to that regard (which, for the avoidance of doubt, shall not affect the Subscriber’s obligations in relation to the authorized sales channel from which it procured the subscription);
b) Axis terminates these Terms of Service by providing the Subscriber with a written notice to that regard if:
(i) the Subscriber (or any of its Users) is in breach of any of the terms of these Terms of Service or any license for Third Party Services,
(ii) the Subscriber’s use of Case Insight is prohibited by law or is disruptive to, adversely impacts or causes a malfunction to Case Insight, or Axis’, its Affiliates’ or its partners’ network or systems,
(iii) Axis receives an order from a court or a regulatory authority to cease the provision of Case Insight to the Subscriber or in the territory where Case Insight was made available to the Subscriber or in general, or
(iv) Axis discontinues Case Insight in the territory where Case Insight was made available to the Subscriber, or in general (provided that in such case we will not terminate your access to Case Insight until the expiration of your then-current subscription term (excluding any renewal term); or
c) as otherwise provided in these Terms of Service.
4.3 Effect of Termination. Upon termination of these Terms of Service: (a) Axis will immediately stop providing Case Insight to the Subscriber (including its Users), and (b) all software licenses provided by Axis to the Subscriber as part of Case Insight, if any, will immediately terminate, and the Subscriber must uninstall such software from all of its devices, and destroy all copies thereof. However, the Subscriber may make and retain a reasonable number of copies of the software solely for archiving and compliance purposes to the extent required by applicable laws or regulations. Upon Axis’ request, the Subscriber must promptly deliver to Axis a certificate, signed by an authorized representative of the Subscriber confirming the Subscriber’s compliance with the provisions of this Section 4.3. If a subscription is terminated prior to its expiration, you will not receive refund for any fees paid for the subscription unless expressly agreed otherwise in writing by Axis and you or if a refund is required by applicable mandatory law.
4.4. Return and Deletion of Subscriber Data. Upon request by the Subscriber made within thirty (30) days of the effective date of termination or expiration, Axis will either (a) make available to the Subscriber a facility for exporting Subscriber Data; or (b) provide to the Subscriber a copy of the Subscriber Data on a storage device or medium provided by the Subscriber. Axis will at its discretion determine which of the alternatives that will be used in each specific case. The Subscriber shall compensate Axis for any costs and expenses incurred by Axis for returning the Subscriber Data under subsection (b) (including, for example, costs for courier services. If the Subscriber does not submit a request to Axis within the thirty (30) day period, or upon the completion of the export of Subscriber Data under (a) or (b) above, Axis shall have no obligation to maintain or provide any Subscriber Data and shall thereafter delete all Subscriber Data in its systems or otherwise in its possession or under its control unless otherwise required by law.
4.5 Survival. Notwithstanding anything to the contrary in these Terms of Service, it is expressly understood and agreed that the parties’ respective rights and obligations that by their nature continue beyond the termination or expiration of this Agreement, as well as any provisions that by their express terms or by implication are to be performed after termination or expiration of these Terms of Services or that are prospective in nature, including (without limitation) the provisions set forth in 2.2, 2.3, 3.2, 3.3, 4.3, 4.4, 4.5, 5.1, 6 and 7 shall survive any expiration or termination of this Agreement.
5 CONFIDENTIALITY, PRIVACY AND DATA SECURITY
5.1 Confidentiality
5.1.1 As part of Case Insight and in connection with the performance or implementation of these Terms of Service, both the Subscriber and Axis may obtain certain non-public information relating to the other party’s business and products, such as, but not limited to, codes, technology, know-how, algorithms, testing procedures, structure, interfaces, specifications, documentation, pricing information, bugs, problem reports, analysis and performance information, and other technical, business, operational and product related data. Any such non-public information which, is marked ‘confidential’ or with a similar legend by the disclosing party before being furnished to the other, or if disclosed orally or visually is identified as such prior to disclosure and summarized, in writing, by the disclosing party to the receiving party within thirty (30) calendar days, shall be deemed to be “Confidential Information” of the disclosing party. Notwithstanding anything to the contrary herein, any Subscriber Data, regardless of whether or not such information is marked or identified as “confidential”, shall be deemed Confidential Information of the Subscriber.
5.1.2 The receiving party undertakes to keep the Confidential Information of the disclosing party strictly confidential and to not disclose it to any third party, without the prior written consent of the disclosing party. The receiving party may only use the Confidential Information of the disclosing party for the purposes of fulfilling its obligations and exercising its rights under these Terms of Service.
5.1.3 The receiving party agrees that it shall use the same degree of care and means that it utilizes to protect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure of the disclosing party’s Confidential Information to third parties. The Subscriber understands and agrees that Axis may disclose the Subscriber’s Confidential Information to its Affiliates, third party service providers, contractors, partners and licensors (including their respective directors, officers, contractors, employees, agents and representatives) on a need to know basis, in order to be able to provide Case Insight to the Subscriber.
5.1.4 The Confidential Information of a party shall not include and the foregoing obligations shall not apply to data or information which: (a) is or becomes publicly known through no wrongful act of the receiving party; (b) is known to the receiving party at the time of disclosure or becomes known to the receiving party without an obligation of confidentiality; (c) is disclosed by the receiving party after written approval of the disclosing party; (d) becomes known to the receiving party from a source other than the disclosing party without an obligation of confidentiality; or (e) is independently developed by the receiving party without the use or benefit of Confidential Information received from the disclosing party. Nothing in these Terms of Service shall prevent the receiving party from disclosing Confidential Information of the disclosing party to the extent the receiving party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided however, that prior to any such disclosure, the receiving party shall (i) assert the confidential nature of the Confidential Information to the agency; (ii) immediately notify the disclosing party in writing of the agency's order or request to disclose; and (iii) cooperate fully with the disclosing party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.
5.1.5 All Confidential Information shall remain the property of the disclosing party. For the avoidance of any doubt, all drawings, specifications, and technical data and other documents, information or material of any kind relating to Case Insight, including any copies thereof, shall be and remain the property of Axis. Upon Axis’ request, the Subscriber shall, within thirty (30) days of receipt of such request, (a) return to Axis all Confidential Information furnished by Axis (along with all copies thereof), or, at Axis’ option (b) destroy the Confidential Information and certify in writing to Axis that all such Confidential Information (including all copies thereof) has been destroyed.
5.1.6 No press release or public announcement of any kind relating to Case Insight or the Subscriber’s use thereof shall be made by the Subscriber without Axis’ written approval.
5.1.7 The obligations of confidentiality and restricted use as set forth above shall survive the expiration or termination of these Terms of Service for a period of three (3) years, provided, however, that the obligation of confidentiality and restricted use of any trade secrets of Axis or Subscriber Data shall survive indefinitely or until such time as it is no longer deemed Confidential Information pursuant to Section 5.1.3 above.
5.2 Privacy
In this privacy section, provisions are set out and apply alternatively depending on where you are established and where Case Insight is used. Terms not defined below shall have the meaning ascribed to them in the data processing agreement in Exhibit 1 (the “DPA”). For information on how Axis Processes Personal Data in its capacity as data controller, please see axis.com/privacy.
The following shall apply if you are located within the EU/EEA or if you are located outside the EU/EEA and use Case Insight within the EU/EEA:
5.2.1 The DPA is hereby incorporated by reference in these Terms of Service and shall be deemed executed by and between, and legally binding upon, Axis and the Subscriber.
5.2.2 The Subscriber shall ensure that it has obtained all necessary consents and it is entitled to transfer the relevant Subscriber Data, including any Personal Data contained therein, to Axis so that Axis may lawfully use, process and transfer the Subscriber Data, including any Personal Data contained therein, in accordance with these Terms of Service on the Subscriber’s behalf. Axis shall process the Subscriber Data only in accordance with any lawful and reasonable instructions given by the Subscriber from time to time as set out in and in accordance with these Terms of Service and the DPA.
The following shall apply if you are located outside the EU/EEA and do not use Case Insight within the EU/EEA:
5.2.3 The Subscriber shall ensure that it has obtained all necessary consents and it is entitled to transfer the relevant Subscriber Data, including any Personal Data contained therein, to Axis so that Axis may lawfully use, process and transfer the Subscriber Data, including any Personal Data contained therein, for the provision of Case Insight and otherwise in accordance with these Terms of Service on the Subscriber’s behalf.
5.2.4 Axis shall process the Personal Data only in accordance with any lawful and reasonable instructions given by the Subscriber and in accordance with these Terms of Service, unless otherwise provided by Applicable Data Privacy Laws. Appendix 1 to the DPA sets out the Subscriber’s instructions to Axis with regards to processing of Personal Data. For the avoidance of doubt, the DPA does not apply, except for its appendices, as you are located outside the EU/EEA and do not use Case Insight within the EU/EEA. The Subscriber hereby confirms that Axis’ obligations under these Terms of Service constitute the complete instructions to be complied with by Axis. Any changes to the Subscriber’s instructions shall be agreed separately and shall be documented in writing and signed by both parties.
5.2.5 The Subscriber warrants that all instructions given to Axis in accordance with Section 5.2.4 above are lawful and that Axis’ processing of Personal Data in accordance with such instructions will not entail any breach of Applicable Data Privacy Laws.
5.2.6 The Subscriber hereby grants a general authorization for Axis to appoint Sub-processors within and outside the EU/EEA and the right to transfer Personal Data outside the EU/EEA subject to the terms and conditions of these Terms of Service. Axis shall ensure that Sub-processors are bound by written agreements which impose on them substantially corresponding Personal Data Processing obligations as the obligations set out in these Terms of Service. Appendix 2 contains a list of Sub-processors that from the date of entry into force of these Terms of Service have been pre-approved by the Subscriber.
5.2.7 If Axis intends to appoint a new Sub-processor or replace an existing Sub-processor to Process Personal Data covered by these Terms of Service, Axis shall inform the Subscriber of this in advance and give the Subscriber the opportunity to object to such changes. Such objections by the Subscriber shall be made in writing without undue delay, and not later than seven (7) days, from the Subscribers receipt of the information from Axis. Axis shall provide the Subscriber with all information that the Subscriber may reasonably request to assess whether the appointment of the proposed Sub-processor complies with Axis’ obligations under these Terms of Service and Applicable Data Privacy Laws. If, in the Subscriber’s justifiable opinion, such compliance is not possible if the proposed Sub-processor is engaged, and Axis’ despite the Subscriber’s justifiable opinion engages the proposed Sub-processor, the Subscriber is entitled to terminate these Terms of Service at no extra cost (and notwithstanding anything to the contrary in the Terms of Service). If the objection is not justified, the Subscriber is not entitled to terminate the Terms of Service.
5.2.8 If Personal Data is transferred to or made available from outside EU/EEA and the receiving jurisdiction is not subject to an adequacy decision by the European Commission, Axis shall ensure that the transfer is subject to appropriate safeguards under Applicable Data Privacy Laws, such as standard data protection clauses adopted by the Commission. The Subscriber hereby authorizes Axis to enter into such standard data protection clauses with Sub-processors on behalf of the Subscriber.
5.2.9 Since the Subscriber is established outside EU/EEA, these Terms of Service may by default imply the transfer of Personal Data from Axis to a third country, i.e., the country of establishment of the Subscriber. It is the Subscriber’s responsibility to ensure that such transfer is made in accordance with Applicable Data Privacy Laws and Axis is hereby instructed and authorized to transfer Personal Data to the Subscriber.
5.2.10 Axis is obligated to fulfil its legal obligations regarding data protection under Applicable Data Privacy Laws and shall in all cases take appropriate technical and organizational measures to protect the Personal Data being processed. Axis shall ensure that only such personnel who directly need access to Personal Data in order to fulfil Axis’ obligations under these Terms of Service has access to such data. Axis shall ensure that such personnel are subject to appropriate means of confidentiality. Data protection arrangements employed by Axis are set out in Appendix 1 to the DPA, and the Subscriber hereby confirms that such arrangements are adequate for the protection of Personal Data processed hereunder.
5.2.11 If a competent authority requests information from Axis regarding the processing of Personal Data covered by these Terms of Service, Axis shall inform the Subscriber thereof without undue delay, unless otherwise provided by applicable law or pursuant to a decision by a competent court or authority. Axis may not act in any way on behalf of the Subscriber or as its agent and may not transfer or otherwise disclose Personal Data or other information relating to the processing of Personal Data to third parties without the prior consent of the Subscriber, unless it is required by Swedish or EU law or pursuant to a non-appealable decision by a competent court or authority.
5.2.12 Axis shall notify the Subscriber without undue delay after having become aware of any Personal Data Breach affecting Personal Data processed by Axis under these Terms of Service.
5.2.13 Axis shall on request make available to the Subscriber all such information as reasonably necessary to demonstrate compliance with the obligations set out in this privacy section and allow for and contribute to audits, including inspections conducted by the Subscriber or an independent third party auditor mandated by the Subscriber for the purpose of verifying Axis’ compliance with said section. Any inspections conducted shall be at the Subscriber’s expense. The Subscriber shall treat all information obtained or received from Axis confidentially. If an independent third party auditor is selected by the Subscriber, said auditor shall be obliged to sign a non-disclosure agreement with Axis, and may only pass on its conclusions to the Subscriber. Before any inspection is conducted, the parties shall agree in writing on the commencement, duration, scope and confidentiality rules of such inspection. To the extent Axis can document Axis’ and any Sub-processor’s compliance with the obligations set out in this privacy section by providing written documentation, the Subscriber shall not have the right to conduct any inspection on Axis’ or its Sub-processor’s facilities.
5.2.14 Upon termination of the Terms of Service, Axis shall, at the Subscriber’s discretion, delete or return all Personal Data Processed hereunder within forty-five (45) days after the termination of the Terms of Service, unless continued storage of Personal Data is required under applicable laws (including, without limitation, Swedish law and EU law). At the request of the Subscriber, Axis shall without undue delay confirm in writing the measures taken regarding the Personal Data, even where the provision of services has ended in accordance with these Terms of Service.
5.2.15 Axis is entitled to compensation in accordance with Axis’ prevailing price list for work performed or assistance provided pursuant to the obligations set out in section 5.2.11, 5.2.13 and 5.2.14.
5.2.16 The provisions of this privacy section shall apply as long as Axis processes Personal Data for which the Subscriber is the data controller (as defined in the General Data Protection Regulation 2016/679/EU).
DISCLAIMER, INDEMNITIES AND LIMITATION OF LIABILITY
6.1 Axis Warranties. Axis warrants that during the term of your subscription to Case Insight, Case Insight will perform materially in accordance with the applicable documentation throughout the duration of the Subscriber’s subscription term, provided that Case Insight is used in accordance with such documentation. For clarity, the foregoing warranty does not extend to ensuring continuous availability of any Third Party Services, as they may not be under our control. If we are in breach of any warranty above, the Subscriber’s only remedy will be to terminate these Terms of Service in accordance with Section 4.2 (a) above.
6.2 DISCLAIMER. EXCEPT AS SET FORTH IN SECTION 6.1, TO THE MAXIMUM EXTENT PERMITTED BY LAW, AXIS AND ITS LICENSORS DISCLAIM AND DO NOT PROVIDE ANY REPRESENTATIONS OR WARRANTIES WITH REGARD TO CASE INSIGHT, INCLUDING WITHOUT LIMITATION WITH REGARD TO ITS PERFORMANCE, AVAILABILITY, COVERAGE, UNINTERRUPTED AVAILABILITY, SECURITY, PRICING OR OPERATION, OR THAT OF ANY SOFTWARE, SERVICES, CONNECTIONS, NETWORKS OR THIRD PARTY SERVICES USED OR PROVIDED IN ASSOCIATION WITH CASE INSIGHT. CASE INSIGHT (INCLUDING ANY ASSOCIATED SOFTWARE) IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, SECURITY, NON-INFRINGEMENT, MERCHANTABILITY, QUALITY, AVAILABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
6.3 Indemnification by Axis. Axis agrees to defend the Subscriber against or settle any demands, claims, causes of action, suits and proceedings (“Claims”) against the Subscriber brought by a third party alleging that Case Insight infringes or misappropriates such third party’s patents, copyrights or other intellectual property rights, and Axis agrees to indemnify and hold harmless the Subscriber from any damages, reasonable attorney fees and legal costs finally awarded against the Subscriber, or the amounts payable by the Subscriber under a settlement approved by Axis in writing, as a result of such Claim against the Subscriber, provided that the Subscriber promptly gives Axis a written notice of such Claim, gives Axis sole control of the defense or settlement of the Claim (provided that the Subscriber shall first approve to any settlement in writing, which approval must not be unreasonably withheld or delayed), and provides Axis with all reasonable assistance at Axis’ expense. In the event of any such infringement or misappropriation Claim brought or threatened against the Subscriber, Axis may, at its option: (a) obtain for the Subscriber the right to continue to use Case Insight; (b) replace or modify Case Insight so it becomes non infringing; or (c) if we determine that the alternatives described in items (a) and (b) are not reasonably practicable, then we may terminate your access to Case Insight. This Section 6.3 sets out our entire liability and your sole remedy with respect to any Claims concerning infringement or misappropriation of third party intellectual property rights.
6.4 Indemnification by the Subscriber. The Subscriber shall defend, indemnify, and hold Axis, Axis’ Affiliates and the employees of Axis or Axis’ Affiliates harmless against any Claims, including reasonable attorneys' fees, fees of other professionals, judgments and settlement amounts associated therewith, incurred or sustained by Axis, Axis’ Affiliates and employees of Axis or Axis’ Affiliates, as a result of (a) the Subscriber’s breach of a representation, warranty or obligation under these Terms of Service; or (b) an allegation that the Subscriber Data, or the use thereof in accordance with the terms of these Terms of Service, infringes the intellectual property rights of a third party; or (c) any User’s or any other party’s (for which the Subscriber is responsible) use of Case Insight (to the extent Axis is not liable to indemnify the Subscriber for such use pursuant to Section 6.3 above). Axis shall have a right but not an obligation to undertake the sole control of the defense and settlement of any Claim according to this section. The Subscriber undertakes to (i) to give Axis all reasonable information with regard to such Claim; and (ii) to cooperate with Axis, as applicable, at the Subscriber’s expense, in response to a request for assistance.
6.5 LIMITATION OF LIABILITY. EXCEPT FOR THE PARTIES’ RESPECTIVE CONFIDENTIALITY AND INDEMNITY OBLIGATIONS UNDER THESE TERMS OF SERVICE, TO THE MAXIMUM EXTENT PERMITTED UNDER THE APPLICABLE LAWS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE THEORY OF ACTION. AXIS WILL NOT BE LIABLE FOR ANY LOSS OR CORRUPTION OF THE SUBSCRIBER DATA, OR FOR ANY COSTS OR EXPENSES ASSOCIATED WITH BACKING UP OR RESTORING ANY OF SUCH SUBSCRIBER DATA. TO THE MAXIMUM EXTENT PERMITTED UNDER THE APPLICABLE LAWS, AXIS’ TOTAL AGGREGATE LIABILITY FOR ALL PAST, CURRENT AND FUTURE CLAIMS BY THE SUBSCRIBER (INCLUDING ANY OF ITS USERS) UNDER THESE TERMS OF SERVICE OR IN ASSOCIATION WITH CASE INSIGHT SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE AMOUNT PAID BY THE SUBSCRIBER FOR THE SUBSCRIPTION FOR CASE INSIGHT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM, BUT NOT MORE THAN USD 100,000 (ONE HUNDRED THOUSAND).
GENERAL
7.1 Compliance with Laws. The Subscriber understands and agrees that its access and use of Case Insight (including, where applicable, download, installation and use of any software) must be in compliance with all applicable laws, rules and regulations. This includes privacy, intellectual property, exports and imports laws and regulations in Sweden and any other country. The Subscriber may access and use Case Insight, and download and use any software provided in association with it, only in the country in which we make available Case Insight for purchase through the authorized sales channel. The Subscriber is prohibited from downloading, accessing and/or using Case Insight, in whole or in part, in any territory that is under an embargo by the EU, the UN, Canada, the United States or under other applicable law. In all cases, the Subscriber is responsible for determining if and how the Subscriber needs to comply with the applicable laws, rules or regulations, and if the Subscriber needs to obtain any permits for that before the Subscriber (including any of its Users) access or use Case Insight (or download, install or use any accompanying software, if applicable).
7.2 Anti-corruption and anti-bribery. The Subscriber undertakes to ensure that the Subscriber and all persons associated with the Subscriber comply with all applicable anti-corruption legislation, including the anti-corruption legislation in the Territory, the UK Bribery Act and the US Foreign Corrupt Practices Act, as amended from time to time. The Subscriber agrees to promptly, fully and truthfully answer any questions from Axis related to Axis’ anti-corruption program and policy and other controls related to corruption, and to co-operate fully in any investigation of a potential breach of this section. Axis shall be entitled to terminate these Terms of Service with immediate effect in the event Axis concludes, in its absolute discretion, that the Subscriber has committed a breach of this section or that such breach is likely to occur unless these Terms of Service are terminated. The Sub-scriber shall indemnify and hold Axis and its Affiliates harmless from and against any and all claims, proceedings, actions, fines, losses, costs and damages arising out of, or relating to any non-compliance with this section by the Subscriber. The foregoing indemnity shall cover any liability as well as any costs and expenses including attorney's fees arising out of such claims and any and all costs incurred in the defense and settlement of such claims.
7.3 Sub-contractors. Axis may delegate, subcontract or assign the performance of its obligations under these Terms of Service, including Axis’ obligations regarding services relating to Case Insight, to an Affiliate or a sub-contractor. However, Axis shall at all times and under all circumstances be responsible under these Terms of Service for any and all acts and omissions of such Affiliates and/or sub-contractors and Axis thus assumes full responsibility for its Affiliates and/or sub-contractors.
7.4 Contact Information. Formal notices by the Subscriber shall be sent to Axis at caseinsight.support@axis.com. If we need to contact the Subscriber for matters related to these Terms of Service, including formal notices, we will use the contact information that you will have provided to us as part of your subscription to Case Insight. Please ensure to promptly advise us of any changes to your contact information. Notice shall be deemed delivered on the date that the e-mail is received. However, if the time of deemed receipt of any notice is not before 5:30 p.m., recipient’s local time, then the notice is deemed to have been received at the commencement of business on the next business day.
7.5 Force Majeure. The Subscriber hereby acknowledges that circumstances outside of our reasonable control (such as, without limitation, internet or power outages, fires, floods, vandalism, sabotage, large scale outbreaks of computer virus, mal-ware or other malicious code, strikes, riots, wars or other military action, civil disorder, acts of terrorism, acts of third parties, or the like) may cause delays in our ability to provide Case Insight. As such, the Subscriber hereby acknowledges and agrees that Axis, in addition to the disclaimer provided in Section 6.1 above, shall have no liability whatsoever to the Subscriber (including its Users) or any third party for any direct or indirect damages whatsoever, resulting from such delays or any incapacity to provide Case Insight in a timely manner.
7.6 Waiver. The failure by Axis to fully enforce any of its rights under these Terms of Service shall not affect the right to require such performance at any time thereafter; nor shall any failure or delay to enforce any right or privilege by Axis under these Terms of Service be interpreted as a waiver of such right or privilege by Axis.
7.7 Relationship of the parties. The relationship between the parties is that of independent contractors. Nothing contained in these Terms of Service shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
7.8 Severability. If any provision of these Terms of Service is held by a court of competent jurisdiction to be invalid, unenforceable or otherwise contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent permitted by law. Nonetheless, such provision shall continue to apply in full force and effect in all other jurisdictions, as the case may be. Moreover, the remaining provisions of these Terms of Service shall remain in full force and effect.
7.9 Modifications to these Terms of Service. We reserve the right to make changes to these Terms of Service at any time by posting a revised version of the Terms of Service on our website. The revised Terms of Service will become effective and apply to the Subscriber within thirty (30) days from the date of their publication on the website.
7.10 Transfer of these Terms of Service. Neither party may assign or otherwise transfer, in whole or in part, any of its rights or obligations under these Terms of Service without the prior written approval of the other party, provided, however, that Axis may assign or extend all or part of its rights, title and interest in these Terms of Service to any Affiliate and to any successor to the business of Axis in connection with a corporate reorganization, consolidation, merger, or sale of substantially all of its assets.
7.11 Applicable Law and Forum. This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of Sweden, excluding its conflict of laws principles providing for the application of the laws of any other jurisdiction. Any dispute, controversy or claim arising out of or in connection with the Terms of Service, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The arbitral tribunal shall be composed of three arbitrators. The seat and place of arbitration shall be Lund, Sweden. The language to be used in the arbitral proceedings shall be English, unless the parties agree otherwise. Nothing in this section shall prevent the parties from seeking any injunctive or equitable relief by a court of competent jurisdiction. The Parties undertake and agree that arbitral proceedings conducted with reference to this arbitration clause will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings.
7.12 U.S. Government Users. If the Subscriber is an entity of the U.S. Government, or if these Terms of Service otherwise become subject to the Federal Acquisition Regulations (FAR), the Defense Federal Acquisition Regulations (DFARS) or similar regulatory regimes, the Subscriber acknowledges that Case Insight and any software and documentation provided in association with them are “commercial items” in accordance with the applicable regulations.
7.13 Third Party Beneficiaries. The Subscriber agrees that the licensors of Axis are intended third party beneficiaries to these Terms of Service.
7.14 Entire Agreement. These Terms of Service constitute the entire agreement between the Subscriber and Axis with regard to the subject matter hereof, and supersede any other prior and contemporaneous communications and agreements.
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These Terms of Service have been last updated on February 1, 2021. The latest version of these Terms of Service may be found at axis.com/products/axis-case-insight/eula.
1. BACKGROUND
7.15 This data processing agreement (the “DPA”) is an exhibit to the Case Insight Terms of Service applicable between Axis and the Subscriber and its Users. Terms not defined in this exhibit shall have the meaning ascribed to them in the Terms of Service.
7.16 Axis’ provision of Case Insight to the Subscriber under the Terms of Service includes Processing of Personal Data by Axis on behalf of the Subscriber, being the data controller.
7.17 This DPA sets out data protection, security and confidentiality requirements with regard to the Processing of Personal Data Processed by Axis on behalf of the Subscriber. This DPA shall be deemed to form part of the Case Insight Terms of Service. To the extent there is any inconsistency between the terms and conditions of this DPA and any other terms and conditions of the Terms of Service, this DPA shall prevail.
8 DEFINITIONS
In this DPA:
“Applicable Data Privacy Laws” means any national or internationally binding data privacy law or regulations applicable at any time during the term of this DPA to, as the case may be, the Subscriber or Axis.
“Personal Data” means any information relating to an identified or identifiable natural person, such as name, an identification number, location data, on online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
“Data Subject” means an identified or identifiable natural person to which the Personal Data pertain.
“Processing” or to “Process” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organizing, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
“Personal Data Breach” means a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data.
“Sub-processor” means an entity engaged by Axis to Process Personal Data on behalf and under the authority of the Subscriber.
9 APPENDICES
Appendix 1 - Specification of the Processing of Personal Data and Security Standards
Appendix 2 - Pre-approved Sub-processors
10 PROCESSING OF PERSONAL DATA
10.1 Axis undertakes to Process Personal Data only in accordance with the documented instructions from the Subscriber, unless otherwise provided by Applicable Data Privacy Laws. This DPA and Appendix 1 sets out the Subscriber’s initial instructions to Axis about the subject-matter and duration of the Processing, the nature and purpose of the Processing, the type of Personal Data and categories of Data Subjects.
10.2 The Subscriber hereby confirms that Axis’ obligations under this DPA, including Appendix 1, constitute the complete instructions to be complied with by Axis. Any changes to the Subscriber's instructions shall be negotiated separately and shall, in order to be valid, be documented in writing and signed by both parties. The Subscriber is required to ensure that Axis does not Process other categories of Personal Data, or Personal Data about other categories of Data Subjects than specified in Appendix 1.
10.3 Axis shall without undue delay inform the Subscriber if the instructions provided herein and in Appendix 1, in its opinion, are in violation of Applicable Data Privacy Laws.
10.4 Axis shall inform the Subscriber of any formal requests from Data Subjects exercising their rights of access, correction or erasure of their Personal Data, their right to restrict or to object to the Processing as well as their right to data portability, and not to respond to such requests, unless instructed by the Subscriber in writing to do so.
10.5 Axis shall, to the extent required by Applicable Data Privacy Laws and in accordance with the Subscriber’s written instructions, where applicable, assist the Subscriber in fulfilling its obligations under Applicable Data Privacy Laws.
11 THE SUBSCRIBER’S OBLIGATIONS
11.1 The Subscriber shall only provide instructions to Axis that are lawful.
11. 2 The Subscriber shall comply with Applicable Data Privacy Laws and perform all of its obligations under Applicable Data Privacy Laws, including with regard to data security and confidentiality obligations.
11.3 The Subscriber shall ensure that Data Subjects are provided with appropriate information regarding the Processing of their Personal Data, including by means of offering a transparent and easily accessible privacy notice.
11.4 The Subscriber shall ensure that Data Subjects can exercise the data protection rights granted to them under Applicable Data Privacy Laws, including withdrawing their consent (if Processing is based on consent) and exercising their right to be forgotten or to restrict Processing, if applicable.
12 SUB-PROCESSORS AND TRANSFERS OF PERSONAL DATA TO THIRD COUNTRIES
12.1 The Subscriber hereby grants a general authorization for Axis to appoint Sub-processors within and outside the EU/EEA and the right to transfer Personal Data outside the EU/EEA subject to the terms and conditions of this DPA. Axis shall ensure that Sub-processors are bound by written agreements which impose on them substantially corresponding Personal Data Processing obligations as the obligations set out in this DPA. Appendix 2 contains a list of Sub-processors that from the date of entry into force of this DPA have been pre-approved by the Subscriber.
12. 2 If Axis intends to appoint a new Sub-processor or replace an existing Sub-processor to Process Personal Data covered by this DPA, Axis shall inform the Subscriber of this in advance and give the Subscriber the opportunity to object to such changes. Such objections by the Subscriber shall be made in writing without undue delay from receipt of the information from Axis. Axis shall provide the Subscriber with all information that the Subscriber may reasonably request to assess whether the appointment of the proposed Sub-processor complies with the Subscriber's obligations under this DPA and Applicable Data Privacy Laws. If, in the Subscriber’s justifiable opinion, such compliance is not possible if the proposed Sub-processor is engaged, and Axis’ despite the Subscriber’s justifiable opinion engages the proposed Sub-processor, the Subscriber is entitled to terminate the Terms of Service and this DPA at no extra cost (and notwithstanding anything to the contrary in the Terms of Service). If the objection is not justified, the Subscriber is not entitled to terminate the Terms of Service or this DPA.
12.3 If Personal Data is transferred to or made available from outside EU/EEA and the receiving jurisdiction is not subject to an adequacy decision by the European Commission, Axis shall ensure that the transfer is subject to appropriate safeguards under Applicable Data Privacy Laws, such as standard data protection clauses adopted by the Commission. The Subscriber hereby authorizes Axis to enter into such standard data protection clauses with Sub-processors on behalf of the Subscriber.
12.4 If the Subscriber is established outside EU/EEA, this DPA may by default imply the transfer of Personal Data from Axis to a third country, i.e. the country of establishment of the Subscriber. It is the Subscriber’s responsibility to ensure that such transfer is made in accordance with Applicable Data Privacy Laws and Axis is hereby instructed and authorized to transfer Personal Data to the Subscriber.
13 INFORMATION SECURITY AND CONFIDENTIALITY
13.1 Axis is obliged to fulfil its legal obligations regarding data protection under Applicable Data Privacy Laws and shall in all cases take appropriate technical and organizational measures to protect the Personal Data being Processed. Further information about the data protection arrangements employed by Axis are set out in Appendix 1, and the Subscriber hereby confirms that such arrangements are adequate for the protection of Personal Data Processed hereunder.
13.2 Axis shall ensure that only such personnel who directly need access to Personal Data in order to fulfil Axis’ obligations under this DPA and the Terms of Service has access to such data. Axis shall ensure that such personnel are subject to appropriate means of confidentiality.
14 DISCLOSURE OF PERSONAL DATA AND CONTACTS WITH COMPETENT AUTHORITIES
If a competent authority requests information from Axis regarding the Processing of Personal Data covered by this DPA, Axis shall inform the Subscriber thereof without undue delay, unless otherwise provided by applicable law or pursuant to a decision by a competent court or authority. Axis may not act in any way on behalf of the Subscriber or as its agent and may not transfer or otherwise disclose Personal Data or other information relating to the Processing of Personal Data to third parties without the prior consent of the Subscriber, unless it is required by Swedish or European law or pursuant to a non-appealable decision by a competent court or authority.
15 PERSONAL DATA BREACH
15.1 Axis shall notify the Subscriber without undue delay after having become aware of any Personal Data Breach affecting Personal Data Processed by Axis under this DPA.
15.2 Axis shall assist the Subscriber with the information reasonably required to fulfil the Subscriber’s obligation to report the Personal Data Breach.
16 RIGHT TO AUDIT
16.1 Axis shall on request make available to the Subscriber all such information as reasonably necessary to demonstrate compliance with the obligations set out in this DPA and the Applicable Data Privacy Laws and allow for and contribute to audits, including inspections (however subject to sections 10.2 and 10.3 below), conducted by the Subscriber or an independent third party auditor mandated by the Subscriber for the purpose of verifying Axis’ compliance with this DPA. Any inspections conducted shall be at the Subscriber’s expense. The Subscriber shall treat all information obtained or received from Axis confidentially. If an independent third party auditor is selected by the Subscriber, said auditor shall be obliged to sign a non-disclosure agreement with Axis, and may only pass on its conclusions to the Subscriber.
16.2 Before any inspection according to section 10.1 is conducted, the parties shall agree in writing on the commencement, duration, scope and confidentiality rules of such inspection.
16.3 To the extent Axis can document Axis’ and any Sub-processor’s compliance with the obligations laid down in this DPA and the Applicable Data Privacy Laws by providing written documentation, the Subscriber shall not have the right to conduct any inspection on Axis’ or its Sub-processors facilities.
17 REMUNERATION
Axis is entitled to compensation in accordance with Axis’ prevailing price list for work performed or assistance provided pursuant to the obligations in sections 4.4, 4.5, 8, 9.2, 10 and 14 of this DPA.
18 LIMITATIONS OF LIABILITY
18.1 The limitations of liability set out in section 6.5 of the Terms of Service shall apply to Axis’ liability under this DPA as if set out herein.
18.2 As set out in this DPA, Axis shall only Process Personal Data in accordance with the Subscriber’s instructions. Therefore, Axis is not liable in circumstances where Axis’ actions result from instructions provided by the Subscriber.
19 TERM OF THE DPA
The provisions of this DPA shall apply as long as the Terms of Service are in force, but at least for as long as Axis Processes Personal Data for which the Subscriber is the data controller.
20 MEASURES AFTER TERMINATION OF THIS DPA
20.1 Upon termination of the Terms of Service and this DPA, Axis shall, at the Subscriber’s discretion, delete or return all Personal Data Processed under this DPA within forty-five (45) days after the termination of the Terms of Service, unless continued storage of Personal Data is required under Swedish or EU law.
20.2 At the request of the Subscriber, Axis shall without undue delay confirm in writing the measures taken regarding the Personal Data, even where the provision of services has ended in accordance with section 13 above.
21 CHANGES TO THIS DPA
Changes to, and additions to, this DPA shall be made in writing and be signed by the parties.
22 APPLICABLE LAW AND DISPUTES
Section 7.11 of the Terms of Service shall apply to this DPA.
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APPENDIX 1: SPECIFICATION OF THE PROCESSING OF PERSONAL DATA
The Subscriber’s instructions to Axis per the date of the DPA are as follows:
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Categories of Data Subjects |
Individuals included in material Processed within Case Insight. Subscriber employees and its other authorized users. |
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Types of Personal Data |
Individuals included in material Processed within Case Insight: Images and sounds recorded in Case Insight, and documents uploaded to Case Insight, which may include names, addresses, recordings of criminal activity and other special category data under the Applicable Data Privacy Laws (such as health data, and genetic and biometric data). Uploaded files may also include associated metadata, including timestamps, user information, capture device information, and GPS positions. Furthermore, information regarding incident time and location, incident description and narrative, as well as incident identification number may be recorded by Users in Case Insight. Subscriber employees and its other authorized users: Name, title, organization, e-mail address, login data and IP address. |
|
Processing purposes |
The Personal Data may only be Processed for the following purposes and only on behalf of the Subscriber: Providing Case Insight as described in the Terms of Service and documentation provided by Axis or its authorized sales channels. |
|
Nature of the Processing |
Storage, structuring, viewing, retention, deletion and transfer of the Personal Data to the extent necessary for the Processing purpose set out above. |
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Retention period |
Personal Data of individuals included in material Processed within Case Insight: Until the Subscriber instructs Axis to delete the Personal Data (some or all) or until the DPA is terminated. Personal Data of Subscriber employees and its other authorized users: Until the Subscriber instructs Axis to delete the Personal Data (some or all) or until the DPA is terminated. In all cases, Personal Data shall be deleted within forty-five (45) days following the termination of the Terms of Service. Notwithstanding the above, Axis may retain copies of the Personal Data to the extent that Axis requires to preserve any Personal Data following such termination in accordance with applicable law. |
Security Standards
Information Security Policies and Procedures
Axis will ensure that Case Insight operates in accordance with information security practices that are at least at the standard level of the industry, taking into account the highly sensitive categories of data processed within Case Insight.
Modern encryption standards are used to maintain the privacy and integrity of the Personal Data in Case Insight, while in transit and at rest. The Personal Data may be accessed only by the authorized system administrators (which may include your system integrator) and users with appropriate access privileges, as defined by you. Axis’ personnel do not have access to any Personal Data that resides in Case Insight. If you ask Axis to provide support with regard to Case Insight, our support team will only have access to information that you submit to us as part of your support request or to which you decide to grant us access through Case Insight. As such, in certain cases, we may ask you to share additional information with us to be able to respond to your request for support.
Axis will use commercially reasonable efforts to (i) protect the Personal Data submitted to Case Insight by you from unauthorized access or modification by any third, party (ii) ensure that the Personal Data will not be accessed by any other party than you or someone on your behalf , and (iii) ensure that the Personal Data will not be subject to data loss caused by Axis, a subcontractor or an unauthorized third party.
Physical security
As indicated in the Terms of Service and the DPA, Case Insight is hosted by Axis’ Sub-processor. The Sub-processor is thus responsible for the physical security of the hosting environment.
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APPENDIX 2: PRE-APPROVED SUB-PROCESSORS
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Sub-processor |
Location of processing |
Purpose |
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Microsoft Corporation |
Processing may occur in one or more of the following locations, depending on the service: • Australia • Brazil • Canada • East Asia • France • Japan • North Europe • South East Asia • United States of America • West Europe |
Microsoft Azure data centers. Microsoft provides data centers and office-related applications, as well as some additional ser-vices empowering our products and services. |
|
Genetec Inc. |
Canada |
Genetec and its affiliates are providers of the SaaS solution that Case Insight is based on. |
|
Genetec (USA) Inc. |
United States of America |
|
|
Genetec Europe SARL |
France |
CASE INSIGHT TERMS OF SERVICE – EXHIBIT 2: SLA
1 BACKGROUND
22.1 This Service Level Addendum (the “SLA”) is an exhibit to the Case Insight Terms of Service applicable between Axis and the Subscriber. Terms not defined in this exhibit shall have the meaning ascribed to them in the Terms of Service.
22.2 This SLA outlines the availability of Case Insight, and shall be deemed to form part of the Case Insight Terms of Service. To the extent there is any inconsistency between the terms and conditions of this SLA and any other terms and conditions of the Terms of Service, this SLA shall prevail.
2 AVAILABILITY
22.3 The monthly availability of Case Insight is 99.9%.
22.4 The availability of Case Insight is calculated as follows: (Total Time – Downtime) / Total Time x 100, where the “Total Time” represents the total number of minutes in a calendar month, and the “Downtime” corresponds the number of minutes in such month during which Case Insight was inaccessible to the Subscriber, as determined by Axis.
22.5 The foregoing calculation excludes performance availability issues that are generally outside of our reasonable control, or were caused directly or indirectly by the Subscriber, including, without limitation, the following occurrences:
a) Any Downtime during a period for which no payment was received by Axis as of the time of such Downtime. This includes Subscriber’s failure to pay for use of Case Insight by Subscriber, including but not limited to when subscriptions or prepaid balance run out.
h) Subscriber’s use of any beta or trial version of Case Insight;
i) Subscriber’s failure to adhere to any required configurations, use supported platforms, follow any policies for acceptable use, or use of Case Insight in a manner inconsistent with the features and functionality of Case Insight;
j) Factors outside our reasonable control, including but not limited to any force majeure events; failures, acts or omissions of our upstream providers or failures of the internet;
k) Subscriber’s or third party hardware or software issues;
l) Actions or inactions of Subscriber or third parties;
m) Actions of third parties, including but not limited to security compromises, denial of service attacks and viruses;
n) Subscriber’s use of Case Insight after Subscriber was advised to modify its use of Case Insight, if Subscriber did not modify its use as advised;
o) Acts or omissions of Subscriber’s employees, agents, contractors, or vendors, or anyone gaining access to Case Insight by means of passwords or equipment;
p) Scheduled maintenance announced at least 24 hours in advance;
q) Emergency maintenance periods (that may or may not be announced in advance) necessary to correct an important security vulnerability or other material and time-sensitive issue;
r) Subscriber’s violations of the Terms of Service;
s) Law enforcement activity.
In the event Case Insight does not meet the availability levels set out above, the Subscriber will be eligible to receive a service credit as described below.
23 REMEDY
23.1 For any calendar month during which Axis fails to achieve the availability levels set out above, Axis agrees to issue, upon written request, a compensation to Subscriber in the form of a credit calculated based on the actual availability of Case Insight as determined by Axis during such month. The credit percentage defined in the table below is granted on the amount received by Axis for the Subscriber’s subscription to Case Insight during such month. No credit shall be issued for Case Insight made available on a trial basis. Subscriber’s sole and exclusive remedy for any unavailability, non-performance, or other defect or failure by Axis to provide Case Insight and Axis’ sole liability is the receipt of a credit (if eligible) in accordance with the terms of this SLA.
Actual availability / month Credit (of the monthly fee)
99.9 to 99.5% 5%
99.4 to 99.0% 10%
98.9 to 98.0% 15%
below 98.0% 20%
23.2 Any credits pertaining to Axis’ failure to achieve the availability levels above shall be requested through the authorized sales channel through which the Subscriber has procured Case Insight. Granted credits will be remitted by Axis to such authorized sales channel, which will then remit them to Subscriber.
23.3 Additionally, should any of the Subscriber Data be affected by an issue with Case Insight, Axis will use commercially reasonable efforts to restore such Subscriber Data in accordance with a recovery time objective (“RTO”) of 24 hours and a recovery point objective (“RPO”) of 8 hours.
24 MODIFICATIONS
This SLA may be modified in accordance with the terms of the Terms of Service. The latest version of this SLA may be found at axis.com/products/axis-case-insight/eula.
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