SOFTWARE LICENSE AGREEMENT
Revised: November, 2021
IMPORTANT: This Software License Agreement (hereinafter referred to as “SLA” or “Agreement”) is a writing agreement between you (an individual, company, or any other entity, hereinafter referred to as “you”) and Hangzhou Hikvision Digital Technology Co., Ltd. with its all subsidiaries (hereinafter referred to as “Hikvision” or “we”). PLEASE READ THIS SLA CAREFULLY. By downloading, installing or using all or any portion of the Software as defined below, you agree to accept all these terms and conditions herein. If you do not agree with this SLA, please do not download, install or use the Software and click the “disagree” button, if any and you shall immediately delete all copies of the Software. If the Software is embedded in Hikvision Hardware and not allowed to remove, you could choose to return Hikvision Hardware to Hikvision in accordance with Hikvision policy.
1. Definition
Intellectual Property Right(s) or IP Right(s) means copyright, trademark, patent, know-how, trade secret, mask works, including all applications and registrations thereto, and any other similar protected rights in any jurisdiction.
Hikvision Hardware means any hardware device that designed, produced, or manufactured by or for Hikvision, which may be embedded with the Software.
Software means any computer program(s) that created and written by or for Hikvision, including but not limited to firmware, client software, platform software and mobile application, which is either provided in a hard copy, or embedded in Hikvision Hardware, or available to be downloaded from Hikvision’s website, or in any other applicable form. For the avoidance of doubt, any upgrades updates and revisions are not be subject to the definition of Software and will not be licensed under this SLA.
Trial Period means a designated period during which you may have a free but limited license to the Software for and only for internal evaluation purpose.
2. Grant of License
Subject to your compliance with the terms of this SLA, Hikvision grants to you a non-exclusive, non-transferable, limited license to use the Software, subject to this terms and other applicable rules, incorporated into this SLA. All licenses not expressly granted in this SLA are reserved and no other licenses, immunity or rights, express or implied are granted by HIKVISION, by implication, estoppel, or otherwise. Notwithstanding of the foregoing, you acknowledge that you will have to obtain specific license from Hikvision and/or its authorized distributor for use of all or part of functions of the Software if the function is protected from unauthorized access.
3. Limitation; Restrictions
3.1 Except as expressly set out in this SLA or as permitted by any applicable law, you agree:
a) To maintain Hikvision’s copyright notice on all entire and partial copies; and
b) Not to duplicate or copy the Software except where such copying is incidental to normal use or where it is necessary for the purpose of back-up or operational security;
c) Not to sell, rent, lease, sub-license, loan or distribute all or portion of the Software.
d) Not to make alterations to, or modifications of, the whole or any part of the Software, or permit the Software or any part of it to be combined with, or become incorporated in, any other products or programs, unless otherwise expressly permitted by Hikvision;
e) Not to disassemble, decompile, reverse engineering or create derivative works based on the whole or any part of the Software, or attempt to do any such activities, except and only to the extent that such activity is expressly permitted by Hikvision or applicable law notwithstanding this limitation;
f) Not to provide or otherwise make available the Software in whole or in part (including object and source code) in any form to any person without our prior written.
3.2 You acknowledge that you have no right to:
a) Use the Software in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this SLA, or act fraudulently or maliciously, including not limit to hacking into or inserting malicious code, including viruses, or harmful data, into the Software;
b) Infringe Hikvision’s IP Right(s) or those of any third party in relation to your use of the Software;
c) Transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Software;
d) Use the Software in a way that could damage, disable, overburden, impair or compromise Hikvision’s system or security, or interfere with other users;
e) Collect or harvest any information or data from the Software; or
f) Use the Software for any illegal purpose.
3.3 IF APPLICABLE This provision of Section 3.3 will be applicable if you and Hikvision reach an agreement on testing and evaluation of the Software before you have access to full functions of the Software. And this provision will prevail in case of any conflicts with other provisions of this SLA. With Trial Period, you will be granted with a non-transferable, royalty free, limited license to use designated functions of the Software for and only for internal evaluation purpose. You also acknowledge that you have no access to the Software after the expiration or termination of Trial Period.
4. Use of Information
Hikvision will not collect your information during your use of the Software except:
i) when you contact our customer service or use customer support tools, we may collect your information (including your personal information) like name and email, IP or log file to provide you with support. The customer support tools have corresponding statement regarding the use of your personal information, or our customer service team will inform you any use of personal information in advance; and
ii) provided that you activate, update or deactivate the license key you purchased from Hikvision or authorized distributor through the Software, Hikvision may collect your computer information, like unique ID to verify your License.
If the APP connected with Google API, the app use and transfer of information received from Google APIs to any other app will adhere to Google API Services User Data Policy, including the Limited Use requirements.
When you use services provided by HIKVISION or third parties in or through and/or connected to the Software, you are advised to read applicable privacy policy for your interest before using the services. You may find such privacy policy in the service page or contact the service provider.
5. Intellectual Property
Except as expressly licensed to you under this SLA, Hikvision reserves all right, title and interest, including without limitation, all Intellectual Property Rights, in and to Hikvision Hardware and the Software.
6. Limited Warranty
6.1 Hikvision warrants that the Software will, when properly used and on an operating environment, for which it was designed, perform substantially in accordance with the functions as described in your version. Hikvision will use our reasonable endeavors to rectify the defect or fault if any defect or fault reported by users. The above warranty is in addition to your legal rights in relation to the use of the Software.
6.2 The Software might include open source software and/or others provided by the third party, therefore you have duty to comply with all related licensing terms applicable to the said software, and Hikvision has no warranty obligation.
6.3 You acknowledge that the Software has not been developed to meet your individual requirement and that it is therefore your responsibility to ensure that the facilities and functions of the Software meet your personal requirements.
6.4 The warranty does not apply if you breach any terms of this SLA. The Software is not warranted to be compatible with all environments. Hikvision is not responsible for the failure caused by combination with any other products not provided or combinations that may not be reasonably anticipated by HIKVISION.
7. Limitation of Liability
7.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED “AS IS” AND “WITH ALL FAULTS AND ERRORS”. HIKVISION MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE USE OF THE SOFTWARE BY YOU IS AT YOUR OWN RISK. IN NO EVENT WILL HIKVISION BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, INCLUDING, AMONG OTHERS, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA, CORRUPTION OF SYSTEMS, OR LOSS OF DOCUMENTATION, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, IN CONNECTION WITH THE USE OF THE SOFTWARE, EVEN IF HIKVISION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS.
7.2 YOU ACKNOWLEDGE THAT THE NATURE OF INTERNET PROVIDES FOR INHERENT SECURITY RISKS, AND HIKVISION SHALL NOT TAKE ANY RESPONSIBILITIES FOR ABNORMAL OPERATION, PRIVACY LEAKAGE OR OTHER DAMAGES RESULTING FROM CYBER-ATTACK, HACKER ATTACK, VIRUS INSPECTION, OR OTHER INTERNET SECURITY RISKS; HOWEVER, HIKVISION WILL PROVIDE TIMELY TECHNICAL SUPPORT IF REQUIRED.
7.3 YOU MAY ACEESS TO SERVICE AND CONTENT OF THIRD PARTY CONTAINED IN OR ACCESSED THROUGH THE SOFTWARE. HIKVISION MAKE NO WARRANTY OF SUCH THIRD PARTY SERVICE AND CONTECT, INCLUDING WITHOUT LIMITATION, THE SAFETY, COPYRIGHT COMPLIANCE, LEGALITY, VALIDITY OR DECENCY. THEREFORE, HIKVISION IS NOT RESPONSIBLE FOR THE ABOVE PROBLEMS, BUT WILL PROVIDE TIMELY TECHNICAL SUPPORT IF REQUIRED.
7.4 YOU AGREE TO USE THE SOFTWARE IN COMPLIANCE WITH ALL APPLICABLE LAWS, AND YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE CONFORMS TO THE APPLICABLE LAW. ESPECIALLY, YOU ARE RESPONSIBLE, FOR USING THE SOFTWARE IN A MANNER THAT DOES NOT INFRINGE ON THE RIGHTS OF THIRD PARTIES, INCLUDING WITHOUT LIMITATION, RIGHTS OF PUBLICITY, INTELLECTUAL PROPERTY RIGHTS, OR DATA PROTECTION AND OTHER PRIVACY RIGHTS. YOU SHALL NOT USE THE SOFTWARE FOR ANY PROHIBITED END-USES, INCLUDING THE DEVELOPMENT OR PRODUCTION OF WEAPONS OF MASS DESTRUCTION, THE DEVELOPMENT OR PRODUCTION OF CHEMICAL OR BIOLOGICAL WEAPONS, ANY ACTIVITIES IN THE CONTEXT RELATED TO ANY NUCLEAR EXPLOSIVE OR UNSAFE NUCLEAR FUEL-CYCLE, OR IN SUPPORT OF HUMAN RIGHTS ABUSES.
7.5 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL HIKVISION’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE SOFTWARE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EXCEED THE FEES ACTUALLY PAID BY YOU TO HIKVISION FOR THE SOFTWARE. THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. HIKVISION DISCLAIMS ALL LIABILITY OF ANY KIND OF HIKVISION’S LICENSORS AND SUPPLIERS.
8. Export Control
You must comply with any applicable import and export laws and regulations, economic sanctions, as well as the use and destinations restrictions which is applicable to the Software. Without prior approval or permission of competent authority, you may not export or re-export the Software, directly or indirectly, to any countries/regions that is subject to export restrictions. This section shall survive the termination of this Agreement.
9. Termination
Hikvision may terminate this SLA immediately with written notice if you violate any term or condition of this SLA. Upon termination of this SLA, i) all rights granted to you under this SLA shall cease immediately; ii) you shall immediately cease all activities authorized under this SLA, including without limitation, the use of any and all the Software, and delete or return to Hikvision all the Software of any copies thereof and related materials and certify to Hikvision that you have done so, at your own cost. This section and any other material provisions of this SLA shall survive any termination of this SLA.
10. Notice
If you wish to contact us in writing, or if any condition in this SLA requires you to give us notice in writing, please send us an email at support@hikvision.com. We will confirm receipt of said email by contacting you by email.
11. Miscellaneous
11.1 Should any part or provision of this SLA be held unenforceable or in conflict with the law of any jurisdiction, the validity of the remaining parts or provisions shall not be affected by such holding.
11.2 A waiver of any breach of any provision of this SLA shall not be construed as a continuing waiver of other breaches of the same or other provisions of this SLA. Hikvision reserves the right to make changes to this SLA over time and we will notify you by means of notice through the Software or display the new version at www.hikvision.com. Continued use of the Software following new version released will indicate your acknowledge and agreement to be bound by the revised terms.
11.3 This SLA constitutes the entire agreement and understanding between the parties and supersedes all prior agreements and understandings with respect to the subject matter of this SLA whether written or oral, including any and all purchase orders to the extent that they are inconsistent with this agreement. No modification or claimed waiver of any of the provisions hereof shall be valid unless in writing and signed by authorized representatives of the party against whom such modification or waiver is sought to be enforced.
11.4 This SLA is governed by and construed in accordance with the laws of P.R. China. Any and all disputes arising from or in connection with this SLA shall be resolved by means of arbitration and shall be submitted exclusively to the China International Economic and Trade Arbitration Commission (“CIETAC”) in Beijing in accordance with the CIETAC arbitration rules in effect at the time of applying for arbitration.
