Terms of Service

VuPoint Solutions Inc. and VuPoint (Europe) Company Limited: Terms of Service1

PLEASE READ THESE TERMS OF USE (“AGREEMENT”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY VUPOINT SOLUTIONS INC, VUPOINT (EUROPE) COMPANY LIMITED AND TOUCAN AS A REGSIETRED TRADEMARK OF VUPOINT SOLUTIONS INC (FROM HERIN REFERRED TO AS “VUPOINT,” “WE,” “US,” “OUR”). BY VISITING VUPOINT’S WEBSITE, MOBILE APP OR USING THE SERVICES IN ANY MANNER, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND ARE A PARTY TO THE TERMS AND CONDITIONS (INCLUDING VUPOINTS’S PRIVACY POLICY, WHICH IS HEREBY INCORPORATED BY REFERENCE) OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU HAVE NO RIGHT TO USE THE WEBSITE, MOBILE APP OR SERVICES. USE OF ALL VUPOINT'S SERVICES IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS. TO REJECT THESE TERMS, YOU MUST DELETE THE APPLICATION FROM YOUR MOBILE DEVICE IMMEDIATELY AND RETURN ANY CAMERAS OR OTHER PRODUCTS THAT YOU HAVE PURCHASED (THE “PRODUCT”). IF YOU PURCHASED FROM THE WWW.TOUCANSMARTHOME.CO.UK WEBSITE WITHIN THIRTY (30) DAYS, PLEASE CONTACT SUPPORT UKSUPPORT@TOUCANSMARTHOME.COM FOR UK AND EU CUSTOMERS OR SUPPORT@TOUCANSMARTHOME.COM FOR NORTH AMERICA AND CANADA CUSTOMERS FOR FURTHER INSTRUCTIONS ON RETURNING THE PRODUCT DUE TO YOUR REJECTION OF THESE TERMS. IF YOU PURCHASED FROM UK OR EU, YOU HAVE FOURTEEN (14) DAYS TO RETURN THE PRODUCTS THAT YOU HAVE PURCHASED.

ACCESS TO THE SERVICES
The www.toucansmarthome.com and www.toucansmarthome.co.uk websites, mobile application, and any other linked pages, features, content, or application services offered from time to time by VuPoint in connection therewith (collectively, the “Website” or the “App”) are owned and operated by VuPoint. Subject to the terms and conditions of this Agreement, we may offer to provide certain services, as described more fully on the Website, and that have been selected by you (together with the Website, the “Services”), solely for your own use, and not for the use or benefit of any third party. The term “Services” includes, without limitation, use of the App, Website and (including in connection with VuPoint's hardware products) any service we perform for you, and the Content (as defined below) offered by us on the Website or App. We may change, suspend or discontinue the Services at any time, including the availability of any feature, database, or Content. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. You may only use the Services and the Product for your own personal, non-commercial use, and not for the use or benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren't authorized to use the Services. We can't and won't be responsible for your using the Services in a way that breaks the law. You may only use the Product in connection with the Services, and for no other use. Any software component embodied in the Product is licensed to you, and not sold. We reserve the right, in our sole discretion, to modify this Agreement at any time by posting a notice on the Website, within the App, by sending you a notice via email or postal mail, or by some other appropriate means. You shall be responsible for reviewing and becoming familiar with any such modifications. If you don't agree with the new Agreement, you are free to reject them; however, if you do reject the new Agreement, you will no longer be able to use the Services. Your use of the Services following such notification constitutes your acceptance of the terms and conditions of this Agreement as modified.

We do not knowingly collect or solicit personal information from anyone under the age of 18 or knowingly allow such persons to register for the Services. If you are under 18, please do not attempt to register for the Services or send any information about yourself to us, including your name, address, telephone number, or email address. No one under age 18 may provide any personal information to VuPoint or on the Services. If we learn that we have collected personal information from a child under age 18 without verification of parental consent, we will delete that information as quickly as possible. If you believe that we might have any information from or about a child under 18, please contact us: uksupport@toucansmarthome.com (UK and EU) or support@toucansmarthome.com (USA and Canada).

You represent and warrant to us that: (i) you are of legal age to form a binding contract; (ii) all registration information you submit is accurate and truthful; and (iii) you will maintain the accuracy of such information. You also certify that you are legally permitted to use and access the Services and take full responsibility for the selection and use of and access to the Services. This Agreement is void where prohibited by law, and the right to access the Services is revoked in such jurisdictions.

WEBSITE, APP AND SERVICES CONTENT
The Website, Mobile Application and the Services, and their contents are intended solely for the personal use of Services users and may only be used in accordance with the terms of this Agreement. All materials displayed or performed on the Services (including, but not limited to text, graphics, articles, photographs, images, illustrations (also known as the “Content,” and which includes User Submissions (as defined below))) are protected by copyright. You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant that you have all rights necessary to do so, in the manner in which you contribute it. In addition, you shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Content accessed through the Services, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Content or third party submissions or other proprietary rights not owned by you: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third party right. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services.

The Website, App and the Services are protected by copyright as a collective works and/or compilations, pursuant to U.S. UK and EU copyright laws, international conventions, and other copyright laws. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this section), create derivative works based on, distribute, perform, display, or in any way exploit, any of the Content, software, materials, or Services in whole or in part. The Services may allow you to copy or download certain Content; please remember that just because this functionality exists, doesn't mean that all of these restrictions don't apply – they do!

Other than your User Submissions (as defined below), you may download or copy the Content (and other items displayed on the Website or Services for download) for personal use only, provided that you maintain all copyright and other notices contained in such Content. You shall not store any significant portion of any Content (other than your User Submissions) in any form. Copying or storing of any Content (other than your User Submissions) other than for personal use is expressly prohibited without prior written permission from VuPoint or from the copyright holder identified in such Content's copyright notice. If you link to the Website, we may revoke your right to so link at any time, at our sole discretion. We reserve the right to require prior written consent before linking to the Website.

In the course of using the Services, you and other users may provide us with information, which we may use in connection with the Services and which may be visible to certain other users. For example, the Service allows you to upload or post video content, and may permit you to post feedback, comments, questions, or other information on the Website, social media platforms or otherwise providing content, materials or information to VuPoint or in connection with the Services (collectively, “User Submissions”). You hereby grant us with a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable and transferable right to exploit such User Submissions (including all related intellectual property rights) solely in connection with providing you the Services and as directed by you. You also hereby do and shall grant each user of the Services a non-exclusive license to access and use your User Submissions through the Services and as permitted through the functionality of the Services and under this Agreement. Furthermore, you understand that we retain the right to reformat, modify, create derivative works of, excerpt, and translate any User Submissions submitted by you. For clarity, the foregoing license grant to VuPoint does not affect your ownership of or right to grant additional licenses to the material in your User Submissions, unless otherwise agreed in writing. We will only share your personally identifiable information in accordance with our Privacy Policy located at: https://www.toucansmarthome.co.uk/pages/privacy_policy

You understand that all information publicly posted or privately transmitted through the Services is the sole responsibility of the person from which such content originated and that VuPoint will not be liable for any errors or omissions in any content. You understand that VuPoint cannot guarantee the identity of any other users with whom you may interact in the course of using the Services. Additionally, we cannot guarantee the authenticity of any data that users or merchants may provide about themselves. You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services.

Under no circumstances will VuPoint be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted, or otherwise made available via the Services.

RESTRICTIONS
You warrant, represent and agree that you will not contribute any Content or User Submissions or otherwise use the Services in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party; (ii) violates any law, statute, ordinance or regulation; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, or otherwise objectionable; (iv) impersonates any person or entity, including without limitation any employee or representative of VuPoint; (v) contains a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program; (vi) jeopardizes the security of your VuPoint account or anyone else's (such as allowing someone else to log in to the Services as you; (vii) attempts, in any manner, to obtain the password, account, or other security information from any other user; (viii) violates the security of any computer network, or cracks any passwords or security encryption codes; (ix) runs Maillist, Listserv, or any form of auto-responder or “spam” on the Services, or any processes that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services' infrastructure); (x) copies or stores any significant portion of the Content; or (xi) decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services. A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

VuPoint reserves the right to remove any Content from the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have breached the immediately preceding sentence), or for no reason at all. You, not VuPoint, remain solely responsible for all Content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services. You will be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments associated with your activity in connection with the Services.

WARRANTY; WARRANTY DISCLAIMER

LIMITED WARRANTY
If you have purchased a Product from VuPoint, subject to your compliance with this Agreement, VuPoint warrants to and only to you that the Product will be free from defects in materials and workmanship for one (1) year from the date of your purchase of the product for the USA, Canada, UK and (2) years for EU member states. This warranty is only valid for a Product purchased and used by you solely within the USA, Canada, UK or EU member states. This warranty does not cover damage outside VuPoint's control, including without limitation damage caused by misuse, accident, abuse, use other than as intended and described in the Product documentation, normal wear and tear, tampering, or service performed on the Product by a service provider not expressly authorized by VuPoint.

VuPoint's sole and exclusive liability (and your sole and exclusive remedy) under the foregoing warranty shall be to repair or replace the Product, as determined by VuPoint in its sole discretion. If you believe VuPoint has breached the foregoing warranty, please refer to the warranty replacement policy included in the package.

Warranty Disclaimer. VuPoint has no special relationship with or fiduciary duty to you. You acknowledge that VuPoint has no control over, and no duty to take any action regarding: which users gain access to the Services; what Content you access via the Services; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release VuPoint from all liability for you having acquired or not acquired Content through the Services. The Services may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. VuPoint makes no representations concerning any content contained in or accessed through the Services, and VuPoint will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services. VuPoint makes no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. EXCEPT AS EXPRESSLY SET FORTH ABOVE IN SECTION “LIMITED WARRANTY”, THE SERVICES, CONTENT, WEBSITE, APP, PRODUCTS AND SERVICES OBTAINED THROUGH THE WEBSITE, APP, AND ANY SOFTWARE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

This Limited Warranty Statement gives you specific legal rights. You may also have other rights which vary from state to state in the United States and from province to province in Canada, UK and EU Member states. To the extent that this Limited Warranty Statement is inconsistent with local law, this Statement shall be deemed modified to be consistent with such local law. Under such local law, certain disclaimers and limitations of this Warranty Statement may not apply to you. For example, some states in the United States, as well as some governments outside the United States (including provinces in Canada), may: (i) preclude the disclaimers and limitations in this Warranty Statement from limiting the statutory rights of a consumer; (ii) otherwise restrict the ability of a manufacturer to enforce such disclaimers or limitations; or (iii) grant the customer additional warranty rights, specify the duration of implied warranties which the manufacturer cannot disclaim, or allow limitations on the duration of implied warranties. THE TERMS IN THIS WARRANTY STATEMENT, EXCEPT TO THE EXTENT LAWFULLY PERMITTED, DO NOT EXCLUDE, RESTRICT, OR MODIFY, AND ARE IN ADDITION TO, THE MANDATORY STATUTORY RIGHTS APPLICABLE TO THE SALE OF THE PRODUCTS TO SUCH CUSTOMERS.

PRIVACY POLICY
For information regarding VuPoint's treatment of personally identifiable information, please review our current Privacy Policy at https://www.toucansmarthome.co.uk/pages/privacy_policy your acceptance of this Agreement constitutes your acceptance and agreement to be bound by VuPoint's Privacy Policy.

REGISTRATION AND SECURITY
As a condition to using the Product or some aspects of the Services, you may be required to register with VuPoint and select a password and user name (“VuPoint User ID”). You shall provide us with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your account. You may not (i) select or use as a VuPoint User ID a name of another person with the intent to impersonate that person; or (ii) use as a VuPoint User ID a name subject to any rights of a person other than you without appropriate authorization. We reserve the right to refuse registration of or cancel a VuPoint User ID in its discretion. You shall be responsible for maintaining the confidentiality of your password.

INDEMNITY
You will indemnify and hold VuPoint, its parents, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from all damages, liabilities, settlements, costs and attorneys' fees) from any claim or demand made by any third party due to or arising out of your access to the Services, use of the Services, your violation of this Agreement, or the infringement by you or any third party using your account of any intellectual property or other right of any person or entity.

LIMITATION OF LIABILITY. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW AND EXCEPT FOR THE OBLIGATIONS SPECIFICALLY SET FORTH IN THE LIMITED WARRANTY STATEMENT, IN NO EVENT SHALL VUPOINT OR ITS SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE WITH RESPECT TO THE WEBSITE, MOBILE APPLICATION OR THE SERVICES OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE GREATER OF $100 OR THE FEES PAID BY YOU FOR THE SERVICES AND ANY PRODUCTS OR SERVICES PURCHASED THROUGH THE SERVICES DURING THE 12-MONTH PERIOD PRECEDING THE APPLICABLE CLAIM; (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (III) FOR DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (IV) FOR ANY MATTER BEYOND VUPOINT’S REASONABLE CONTROL. SOME STATES AND PROVINCES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

FEES AND PAYMENT
Certain aspects of the Services may be provided for a fee. You shall pay all applicable fees, as described on the Website or Mobile Application in connection with such Services selected by you. VuPoint reserves the right to change its price list and to institute new charges at any time, upon notice to you, which may be sent by email or posted on the Website. Your use of the Services following such notification constitutes your acceptance of any new or increased charges. Any fees paid hereunder for Services are non-refundable. If you have purchased your Product from us, please refer to your Product documentation for returns and warranty information, or contact support: support@toucansmarthome.com or uksupport@toucansmarthome.com

SUBSCRIPTION PROGRAMS
When you purchase our Products, you have the option of subscribing to the VuPoint Subscription Plan (“Plan”). If you choose to subscribe to a Plan, it will automatically send to us for storage any video footage and/or audio recording captured by the Products installed on your property (“Recordings”), and allows you to later access your Recordings from your computers or compatible devices for a limited period of time after the Recording was created so long as you are enrolled in a Plan. Recordings that are deleted by you or your Authorized Users or that are deleted at the end of the storage period or due to the expiration of your Plan are no longer available to you.

If you are not subscribed to a Plan, your VuPoint device will automatically record for the limited purpose of allowing you to publicly share any video footage and/or audio recording captured by the Products installed on your property with other users through the application during an answered motion or ring. If you do not subscribe to a plan and do not choose to share such Recordings through the application at the time captured, such recordings will be deleted and are no longer available to you.

Deleted recordings, unshared or recordings not downloaded are permanently deleted in the ordinary course.

SOFTWARE UPDATES
From time to time, VuPoint may develop updates, upgrades, patches and other modifications to improve the performance of the Services and/or the Products and Mobile Application or for other reasons at our sole discretion (“Updates”). You agree that VuPoint may automatically install such Updates without providing any additional notice to you or receiving any additional consent from you.

ORDER LIMITS
VuPoint reserves the right, in its sole discretion, to refuse or cancel any order and limit order quantity. VuPoint may also require additional qualifying information prior to accepting or processing any order.www.toucansmarthome.com or www.toucansmarthome.co.uk sells products to end-user customers only, and we reserve the right to refuse or cancel your order if we suspect you are purchasing products for resale.

RETURNS
If you purchased your Product directly from VuPoint and you would like to return your Product, please contact support at; support@toucansmarthome.com (USA & Canada) or uksupport@toucansmarthome.com (UK and EU customers)

THIRD PARTY WEBSITES
The Services may contain links to third party websites or services (“Third Party Websites”) that are not owned or controlled by VuPoint. When you access Third Party Websites, you do so at your own risk. You hereby represent and warrant that you have read and agree to be bound by all applicable policies of any Third Party Websites relating to your use of the Services and that you will act in accordance with those policies, in addition to your obligations under this Agreement. We have no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any Third-Party Websites. In addition, we will not and cannot monitor, verify, censor or edit the content of any Third-Party Website.

By using the Services, you expressly relieve and hold harmless VuPoint from any and all liability arising from your use of any Third-Party Website. Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that VuPoint shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between participants on this site, or between users and any third party, you understand and agree that VuPoint is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby release VuPoint, its officers, employees, agents, and successors in rights from claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favour at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

TERMINATION
This Agreement shall remain in full force and effect while you use the Services. You may terminate your use of the Services at any time. We may terminate or suspend your access to the Services or your membership at any time, for any reason, and without warning, which may result in the forfeiture and destruction of all information associated with your membership. We may also terminate or suspend any and all Services and access to the Website or Mobile Application immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement. Upon termination of your account, your right to use the Services, access the Website, mobile application and any Content will immediately cease. All provisions of this Agreement which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

LIMITATION OF LIABILITY OF VUPOINT, SECURITY MONITORING CAMERAS, LIGHTING AND ALARM DETERRENT

YOU UNDERSTAND AND AGREE THAT THE SECURITY MONITORING CAMERAS, LIGHTING AND ALARM DETERRENT SERVICE ARE DETECTION AND NOTIFICATION PRODUCTS AND SERVICES DO NOT ELIMINATE OCCURRENCES OF EVENTS, SUCH AS FIRES, FLOODS, BURGLARIES, ROBBERIES, AND MEDICAL ISSUES, AND YOU AGREE NOT TO PURCHASE OR RELY ON THE SECURITY CAMERAS, LIGHTING AND ALARM DETERRENT TO SO ELIMINATE SUCH OCCURRENCES OF EVENTS. FURTHER, YOU UNDERSTAND AND AGREE THAT THE SECURITY CAMERAS, LIGHTING AND ALARM DETERRENT MAY NOT AVERT OR MINIMIZE SUCH OCCURRENCES OF EVENTS, OR THEIR CONSEQUENCES, AND, THEREFORE, VUPOINT MAKES NO EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION (INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE) THAT THE SECURITY CAMERAS, LIGHTING AND ALARM DETERRENT WILL SO AVERT OR MINIMIZE SUCH OCCURRENCES OF EVENTS, OR THEIR CONSEQUENCES.
YOU FURTHER AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF VUPOINT IS FOUND LIABLE FOR ANY LOSS OR DAMAGE DUE TO BREACH OF CONTRACT, BREACH OF EXPRESS OR IMPLIED WARRANTY, BREACH OF THE LIMITED WARRANTY HEREIN, NEGLIGENCE OF ANY KIND OR DEGREE OF VUPOINT, STRICT PRODUCT LIABILITY, SUBROGATION, INDEMNIFICATION OR CONTRIBUTION, OR ANY OTHER THEORY OF LIABILITY (EXCEPT WILLFUL, WANTON, INTENTIONAL OR RECKLESS MISCONDUCT OR GROSS NEGLIGENCE OF VUPOINT, IN THOSE STATES/PROVINCES THAT DO NOT PERMIT LIMITATION OF LIABILITY FOR GROSS NEGLIGENCE) ARISING FROM, OR RELATING TO, THIS AGREEMENT, THE SECURITY CAMERAS, LIGHTING AND ALARM DETERRENT, THE MAXIMUM LIABILITY OF VUPOINT, WILL BE LIMITED TO TWO THOUSAND FIVE HUNDRED DOLLARS ($2,500.00) USD; FOR THE SECURITY CAMERAS, LIGHTING AND ALARM DETERRENT ONLY PURCHASED BY YOU, AND THIS LIABILITY SHALL BE SOLE AND EXCLUSIVE. THIS LIMITATION OF LIABILITY SPECIFICALLY COVERS LIABILITY FOR, AMONG OTHER THINGS, DIRECT DAMAGES, CONSEQUENTIAL DAMAGES, PERSONAL INJURY, LOSS OF LIFE, PROPERTY DAMAGE, ECONOMIC LOSSES, CROSS-CLAIMS AND OTHER CLAIMS FOR INDEMNITY AND CONTRIBUTION, AND THE CLAIMS OF THIRD PARTIES. NOTHING CONTAINED HEREIN SHALL BE CONSTRUED OR INTERPRETED IN A MANNER WHICH WOULD RENDER OR MAKE THIS CLAUSE, IN WHOLE OR IN PART, VOID AND/OR UNENFORCEABLE.

MISCELLANEOUS
The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder. VuPoint shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond VuPoint's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by you except with our prior written consent. VuPoint may transfer, assign or delegate this Agreement and its rights and obligations without consent. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind VuPoint in any respect whatsoever. Headings for each section have been included above for your convenience, but such headings do not have any legal meaning, and may not accurately reflect the content of the provisions they precede.

ARBITRATION; GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of law’s provisions thereof. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in San Francisco County, California, using the English language in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Streamlined Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Any arbitration under this Agreement will take place on an individual basis: class arbitrations and class actions are not permitted.

YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND VUPOINT ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties’ consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Central District of California.

COPYRIGHT DISPUTE POLICY VUPOINT has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act or DMCA (posted at www.lcweb.loc.gov/copyright/legislation/dmca.pdf). The address of VuPoint's Designated Agent to Receive Notification of Claimed Infringement (“Designated Agent”) is listed at the end of this Section. It is VuPoint's policy to (1) block access to or remove material that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; and (2) remove and discontinue service to repeat offenders.

Procedure for Reporting Copyright Infringements: If you believe that material or content residing on or accessible through the Services infringes a copyright, please send a notice of copyright infringement containing all of the following information to the Designated Agent listed below:

A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
Identification of works or materials being infringed;
Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that VuPoint is capable of finding and verifying its existence;
Contact information about the notifier, including address, telephone number and, if available, email address;
A statement that the notifier has a good faith belief that the material identified in (3) is not authorized by the copyright owner, its agent, or the law; and
A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

Once proper bona fide infringement notification is received by the Designated Agent, it is VuPoint's policy:

to remove or disable access to the infringing material;
to notify the content provider, member or user that it has removed or disabled access to the material; and
that repeat offenders will have the infringing material removed from the system and that VuPoint will terminate such content providers, member's or user's access to the Services.

Procedure to Supply a Counter-Notice to the Designated Agent:

If the content provider, member or user believes that the material that was removed (or to which access was disabled) is not infringing, or the content provider, member or user believes that it has the right to post and use such material from the copyright owner, the copyright owner's agent, or, pursuant to the law, the content provider, member, or user, may send a counter-notice containing the following information to the Designated Agent listed below:
A physical or electronic signature of the content provider, member or user;
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
A statement that the content provider, member or user has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
Content provider's, member's or user's name, address, telephone number, and, if available, email address, and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider's, member's or user's address is located, or, if the content provider's, member's or user's address is located outside the United States, for any judicial district in which VuPoint is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Designated Agent, VuPoint may send a copy of the counter-notice to the original complaining party informing that person that VuPoint may replace the removed material or cease disabling it in 10 to 14 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at VuPoint's discretion.

LIFE, SAFETY OR CRITICAL USES; BACKUPS
You acknowledge that our Products and Services are not intended for a third-party monitored emergency notification system and that we do not monitor emergency notifications and will not dispatch emergency authorities to your home in the event of an emergency. VuPoint makes no warranty or representation that use of the Products or Services will affect or increase any level of safety. You acknowledge that the Products and Services are not intended to be 100% reliable and are not a substitute for a third-party monitored emergency notification system. We cannot and do not guarantee that you will receive notifications in any given timeframe or at all. All life threatening, safety and emergency events should be directed to the appropriate response services.

We strongly suggest that you backup any important User Recordings (for example, by downloading and locally saving any such User Recordings). You are solely responsible to backup your User Recordings to another location outside the Services to avoid loss of your User Recordings and other data.

CONTACT
If you have any questions, complaints, or claims with respect to the Services, you may contact us at:

VuPoint Solutions Inc.
VuPoint Company Limited (USA Office)
710 Nogales Street, City of Industry, CA 91748
Telephone Toll Free: 1-888-788-6888
Email: support@toucansmarthome.com

For UK and EU:
VuPoint (Europe) Company Limited Innovation Centre, Longbridge Technology Park, Longbridge, Birmingham B31 2TS
Email: uksupport@toucansmarthome.com

Effective August 1, 2019