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A Alarm Management

Terms of Service

Draft — not yet in effect

These terms are in preparation and pending legal review. Bracketed items (shown as [PLACEHOLDER]) are placeholders to be completed before launch. This document does not yet take effect and should not be relied upon.

[LEGAL ENTITY NAME] · Alarm Management AI platform (alarm-management.ai)

Effective date: [EFFECTIVE DATE] · Last updated: [LAST UPDATED DATE]

Agreement to Terms

These Terms of Service ("Terms") form a binding agreement between [LEGAL ENTITY NAME] ("Company," "we," "us," or "our") and the entity or person that accesses or uses the Service ("Customer," "you," or "your"). By accepting these Terms, by signing an order or order form that references them, or by accessing or using the Service, you agree to these Terms. If you accept on behalf of an organization, you represent that you are authorized to bind that organization.

If you and the Company have signed a separate master agreement or order form for the Service, that signed agreement controls over these Terms to the extent of any conflict.

Definitions

  • "Service" — the Alarm Management AI platform and related software, websites, applications, APIs, and documentation we make available, as described in an order or in our documentation.
  • "Customer Data" — all data, content, alarms, events, telemetry, work items, records, and materials that you or your Users submit to, generate within, or route through the Service, including any personal information they contain.
  • "Users" — the individuals you authorize to use the Service under your account, including the members of your workforce who receive and action work items.
  • "Order" — an order form, online signup, subscription plan, or similar document or process by which you subscribe to the Service.
  • "DPA" — the data processing agreement between the parties governing our processing of personal information within Customer Data.
  • "Documentation" — the user guides, specifications, and policies we make available for the Service.

The Service

The Service is a software-as-a-service platform that ingests alarms and events — which may include security alarms (including edge-based AI video analytics), industrial or process alarms (SCADA, IoT, and process events), or general events — filters and prioritizes them into actionable items, and routes those items as "work items" to your workforce to be actioned. The Service may also be used as a general work and workflow management system, and is vertical-agnostic.

You bring your own workforce to action work items. The Service provides the software; it does not provide monitoring, dispatch, guarding, emergency response, or any staffing or operational service, and we are not a monitoring center, alarm-monitoring company, or emergency-response provider.

We may modify, improve, or discontinue features of the Service from time to time. The product is in early/pre-release development; features and availability may change, and some capabilities described in our materials may be roadmap rather than generally available.

Accounts and Registration

You must provide accurate registration information and keep it current. You are responsible for safeguarding account credentials and for all activity under your account. Notify us promptly of any unauthorized use. You are responsible for your Users' compliance with these Terms.

Customer Responsibilities

You are responsible for:

  • the accuracy, quality, legality, and appropriateness of Customer Data, and for having all rights, notices, and consents necessary for us to process it as contemplated by these Terms and the DPA;
  • configuring the Service (including alarm filters, routing rules, priorities, and escalation) and reviewing the results before relying on them;
  • your Users and workforce, including how they action work items, and the decisions, dispatches, or responses they make;
  • maintaining your own equipment, networks, cameras, sensors, edge devices, and connectivity used with the Service;
  • securing your own systems and credentials and, in enterprise or bring-your-own-infrastructure deployments, the environment, cloud accounts, and storage you control; and
  • complying with all laws applicable to your use of the Service, including any industry-specific, security-industry, alarm-licensing, life-safety, or data-protection requirements applicable to you.

Acceptable Use

You will not, and will not permit Users to: (i) use the Service in violation of law or third-party rights; (ii) upload malicious code or attempt to gain unauthorized access to, disrupt, or probe the Service or its infrastructure; (iii) reverse engineer, decompile, or copy the Service except as permitted by law; (iv) resell, sublicense, or provide the Service to third parties except as expressly permitted; (v) exceed or circumvent usage, volume, or rate limits, or metering; or (vi) use the Service to build a competing product. We may suspend access to address material breaches, security risks, non-payment, or legal requirements, with notice where practicable.

Fees, Billing, and Payment

Usage- and data-based pricing

Fees for the Service are based primarily on volume and data — for example, the volume of alarms, events, or work items processed and the amount of data stored and transferred — and include applicable infrastructure costs passed through plus our fees, as set out in your Order or our then-current pricing. You authorize us to meter your usage and data, and you agree that our measurements are the basis for charges absent manifest error.

Infrastructure pass-through and overages

Charges may include third-party infrastructure costs (such as cloud compute, storage, and data transfer) passed through to you, plus our margin and fees. Usage above any included allowance is billed as overage at the rates in your Order or our pricing. Pass-through infrastructure costs may change if the underlying provider's pricing changes.

Payment terms

Unless your Order states otherwise, fees are due [PLACEHOLDER: net terms, e.g. "upon invoice" / "net 30"] and are non-refundable except as expressly stated. Overdue amounts may accrue interest at the lower of [PLACEHOLDER: interest rate] or the maximum permitted by law, and we may suspend the Service for non-payment after notice. Fees are exclusive of taxes, which you are responsible for, other than taxes on our net income.

Enterprise, Self-Hosted, and Bring-Your-Own-Infrastructure Deployments

By default the Service is delivered as a hosted, multi-tenant SaaS. For enterprise customers, we may offer options to deploy the Service into your own infrastructure or cloud environment, and/or to connect the Service to your own cloud storage or databases ("BYO-Infrastructure"). For any such deployment:

  • you are responsible for provisioning, securing, operating, and paying for your own infrastructure, cloud accounts, and storage, and for their availability and compliance;
  • our responsibility is limited to the software we provide and the support and updates described in your Order; we are not responsible for the performance, security, or availability of infrastructure you control;
  • any service levels, security commitments, or availability targets that assume our hosted environment may not apply, or may apply only as modified, to BYO-Infrastructure deployments; and
  • the specific scope, license, and support terms for such deployments are set out in the applicable Order.

Service Levels and Support

[PLACEHOLDER: Service Level Agreement.] Any availability commitments, support response targets, maintenance windows, and remedies (such as service credits) will be set out in a Service Level Agreement or in your Order. Absent a signed SLA, the Service is provided without any uptime or support commitment beyond what is stated in the Documentation.

Customer Data: Ownership and Licenses

Ownership

As between the parties, you own and retain all right, title, and interest in Customer Data. We claim no ownership of it.

License to us

You grant us a non-exclusive, worldwide license to host, copy, process, transmit, display, and otherwise use Customer Data solely to provide, secure, support, and maintain the Service for you, and as otherwise permitted by these Terms and the DPA. We process personal information within Customer Data as a processor on your behalf, as described in our Privacy Policy and the DPA.

Aggregated / de-identified data

We may generate and use aggregated and de-identified statistics and operational metrics that do not identify you, any individual, or any other customer, to operate, secure, and improve the Service. We will not disclose such data in a form that identifies you.

Feedback

If you give us suggestions or feedback, you grant us a perpetual, royalty-free license to use it without restriction, with no obligation to you.

Intellectual Property

We and our licensors own all right, title, and interest in the Service, the underlying software, models, and Documentation, and all improvements to them, including any improvements derived from feedback. Subject to these Terms and payment of fees, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service during your subscription for your internal business purposes. All rights not expressly granted are reserved. Our names, logos, and marks may not be used without our prior written permission.

Confidentiality

Each party may receive confidential information of the other. The receiving party will use it only to perform under these Terms, protect it with reasonable care, and not disclose it except to representatives who need it and are bound by similar obligations. Confidentiality obligations do not apply to information that is public through no fault of the receiving party, already known, or independently developed, or that must be disclosed by law (with notice where permitted). Customer Data is your confidential information.

Warranties and Disclaimers

Each party represents that it has the authority to enter into these Terms.

EXCEPT AS EXPRESSLY STATED IN A SIGNED ORDER, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," AND WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT IT WILL DETECT, FILTER, PRIORITIZE, OR ROUTE ANY PARTICULAR ALARM OR EVENT.

YOU ACKNOWLEDGE THAT THE SERVICE IS SOFTWARE ONLY AND IS IN EARLY/PRE-RELEASE DEVELOPMENT. THE SERVICE IS NOT A MONITORING, DISPATCH, GUARDING, OR EMERGENCY-RESPONSE SERVICE, AND IT IS NOT A SUBSTITUTE FOR PROFESSIONAL MONITORING, HUMAN OVERSIGHT, OR LIFE-SAFETY SYSTEMS. YOU MUST NOT RELY ON THE SERVICE AS THE SOLE MEANS OF DETECTING OR RESPONDING TO ANY SECURITY, SAFETY, INDUSTRIAL, OR EMERGENCY CONDITION. WE MAKE NO CLAIM OF, AND THE SERVICE HAS NOT OBTAINED, ANY INDUSTRY CERTIFICATION OR COMPLIANCE LISTING (FOR EXAMPLE, UL, NFPA, SOC 2, OR ISO).

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY.

EXCEPT FOR THE EXCLUDED CLAIMS BELOW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES YOU PAID OR OWED FOR THE SERVICE IN THE [PLACEHOLDER: 12] MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY.

"Excluded Claims" means [PLACEHOLDER: confirm scope, typically] a party's indemnification obligations, your payment obligations, breach of confidentiality, infringement or misappropriation of the other party's intellectual property, and liability that cannot be limited by law (such as fraud, willful misconduct, or gross negligence).

Indemnification

By us

We will defend you against third-party claims that the Service, as provided by us and used in accordance with these Terms, infringes that third party's intellectual property rights, and will indemnify you for amounts finally awarded or settled, subject to the limitations in these Terms. This does not apply to claims arising from Customer Data, your configuration, combination with non-Company products, or use in breach of these Terms.

By you

You will defend us against third-party claims arising from Customer Data, your or your Users' use of the Service, your workforce's actioning of work items, or your breach of these Terms or violation of law, and will indemnify us for amounts finally awarded or settled.

Process

The indemnified party will give prompt notice, reasonable cooperation, and control of the defense to the indemnifying party (with the right to participate with its own counsel). Settlements requiring an admission or payment by the indemnified party require its consent.

Term, Termination, and Data Export

These Terms apply while you use the Service and for the duration of your subscription as stated in your Order. Either party may terminate for the other's material breach not cured within [PLACEHOLDER: 30] days of notice. We may suspend or terminate for non-payment or for the acceptable-use and legal reasons described above.

On termination: your right to use the Service ends; you remain responsible for fees accrued; and you may export Customer Data for [PLACEHOLDER: export window, e.g. 30] days, after which we will delete it in the ordinary course (subject to backups and legal retention) as described in the DPA and Privacy Policy. Sections that by their nature should survive (including fees owed, ownership, confidentiality, disclaimers, limitation of liability, indemnities, and governing law) survive termination.

Governing Law and Disputes

These Terms are governed by the laws of [PLACEHOLDER: governing-law jurisdiction] without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the courts located in [PLACEHOLDER: venue], except that either party may seek injunctive relief in any court of competent jurisdiction. [PLACEHOLDER: dispute mechanism — whether mandatory arbitration and/or a class-action waiver applies, and whether a UN CISG exclusion applies.]

General

These Terms, together with any Order, the DPA, and the Privacy Policy, constitute the entire agreement on their subject matter. We may update these Terms by posting a revised version with a new "Last updated" date and, where required, additional notice; material changes apply on a going-forward basis and your continued use constitutes acceptance. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. If a provision is unenforceable, the rest remains in effect. Neither party is liable for delays caused by events beyond its reasonable control. There are no third-party beneficiaries. Notices will be given as stated in your Order or to the contact details on file.

Contact

Questions about these Terms may be sent to:

[LEGAL ENTITY NAME]
[PLACEHOLDER: registered business address]
Email: [PLACEHOLDER: legal/support contact email]