Coram AI Terms of Service

1.1 “Coram AI System” means, collectively, the Software, Hardware, Documentation and related services, and includes, without limitation, all customizations, enhancements, improvements (including updates & fixes), developments, derivative works, or other modifications made thereto.

1.2 “Customer Data” means data and information provided by you or obtained by us in connection with your use of the Coram AI System and Services, inclusive of location information, equipment specifications, Personal Data, images and video recordings. Customer Data excludes Usage Data. 

1.3 “Customer Equipment” means any of your other camera equipment, mounting hardware, wireless routers or other networking gear, and related third party software and systems that you may use in connection with the Coram AI System. 

1.4 “Customer Site(s)” means the physical location(s) where you mount Hardware and/or use the Coram AI System. 

1.5 “Documentation” means any documentation that we make generally available to our customers as part of the Coram AI System and other specific documentation that we provide to you (if any).

1.6 “Hardware” means the video cameras and other hardware products sold (or leased, if appliable) by us or our resale partner.

1.7 “Intellectual Property Rights” means all patent, copyright, trademark, trade secret, rights in know-how, business domain names, designs, and other proprietary and intellectual property rights recognized in any jurisdiction worldwide.

1.8 “Order” means our ordering document or purchase process which indicates fees and other relevant terms for the Coram AI System.

1.9 “Personal Data” means data and information relating to individuals and their likeness, including voice and video recordings of such individuals and certain location details pertaining to individuals.

1.10 “Software” means our proprietary video intelligence software, including APIs, firmware and software-as-service technology supporting the enablement, management, configuration and operation of the Hardware. 

1.11 “Services” means, collectively, any support, maintenance, and other related services provided by us.  

1.12 “Usage Data” means any de-identified data that is derived from Customer’s access to or use of the Coram AI System, and any statistical or other analysis, information, or data based on or derived from such data including, for example: configuration information, log and event data, product performance data, and statistics regarding Customer’s use and the operation of the Coram AI System.

2.1 License Grants. Subject to your compliance with the terms and conditions of this Agreement (including payment of applicable fees), we grant to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the License Term (defined below) to access and use the Software (“License”). If you do not maintain a valid License through paying applicable License fees, then you will have limited or no access to our hosted Software (including Customer Data stored therein) and you will no longer receive firmware Updates.

2.2 Account Setup & Access. You must register for a Coram AI account(s) and will be required to provide certain information and to establish username(s) and password(s). You agree to provide complete information during registration and to keep your information up to date. You are responsible for safeguarding your username(s) and password(s). You may not disclose your password(s) to any third party, and you take sole responsibility for any activities or actions under your account(s), whether or not you authorized such activities or actions. You will immediately notify us of any unauthorized use of your account(s).  

2.3 Support & Software Updates. You may contact us during normal business hours to request support via the means published on our website. We may make periodic updates to our Software (“Updates”) to address security fixes and critical patches, for purposes of general maintenance, and/or to improve or supplement product functionality or documentation. If an Update is made available to Customer, it will automatically replace the previous version of such software and/or API. Our support of the Coram AI System presumes that you have implemented Updates for the current major version release of any firmware; where you have not implemented prior firmware Updates, our responsiveness and ability to resolve errors may be impacted. 

2.4 Hardware. Customer will take title to the Hardware and may continue to use Hardware at its discretion, including after Customer discontinues use of the Software. Coram AI’s obligations to repair or replace Hardware are as described in Section 7.3.  AI and will not be considered a fixture, or an addition to, any part of the Customer Equipment.

3.1 Use of Customer Data. In using the Coram AI System, you grant to us a limited, worldwide, non-exclusive, transferable, sublicensable, right to use, store, reproduce, process and transmit Customer Data for the sole purposes of operating the Coram AI System and providing Customer use of the Coram AI System and Services.

3.2 Requirements. You are responsible for and will bear all costs relating to (i) acquiring necessary and compatible systems, equipment and information to effectively access and use the Coram AI System; (ii) ensuring the physical security of Hardware and maintaining it in good repair (except for our repair obligations described in the Product Warranty); (iii) maintaining the security of Personal Data in your possession; and (iv) complying with any laws, rules, or regulations applicable to your use of the Coram AI System, including procurement and maintenance of all applicable notices, consents, licenses and permits.  

3.3 Prohibited Use. You may not and will not allow any third party to: (a) copy, modify, or create derivative works or improvements of the Coram AI System (or any portion thereof); (b) reverse engineer, disassemble, decompile, modify, or alter the Coram AI System (or any portion thereof); (c) rent, lease, loan, resell, sublicense, distribute, or otherwise commercially exploit the Software or make the Software available to any third party (other than your authorized users); (d) remove or alter any proprietary notices included in the Coram AI System; (e) use or access the Coram AI System in order to develop or have developed any products, services, or other materials that compete with the Coram AI System; or (f) use the Coram AI System at any site that is not owned or leased directly by you (except as reasonably notified to us in advance) or any site where use of the Coram AI System (or any portion thereof) is prohibited by law or policy of the property owner.  

4.1 Fees and Invoicing. You will pay all Software and Hardware fees specified in the applicable Order (“Fees”).  All Fees are due upon receipt of invoice, payable in U.S. Dollars, and non-refundable. Any payment not received within thirty (30) days of the due date will accrue late charges at the rate of one  percent (1 %) of the outstanding balance per month, or at the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.  If your account is forty five (45) days or more overdue, in addition to any of our other rights or remedies, we reserve the right to terminate this Agreement.  

4.2 Taxes.  All fees are exclusive of any applicable taxes, levies, duties, or other similar exactions imposed by a legal, governmental, or regulatory authority in any applicable jurisdiction, including, without limitation, sales, use, value-added, consumption, communications, or withholding taxes (collectively, “Taxes”). You will pay all Taxes in connection with this Agreement, excluding any taxes based on our net income, property, or employees. 

5.1 Customer IP.  As between you and us, you own all right, title, and interest in and to: (a) your name and associated trademarks; (b) Customer Data; (c) other of your Confidential Information; (d) Customer Equipment; and (e) all Intellectual Property Rights in the foregoing (collectively, the “Customer IP”).  Except as expressly set forth in this Agreement, no license or other rights to any of the Customer IP are granted to Coram AI, and all such rights are hereby expressly reserved.  

5.2 Coram AI IP.  As between you and us, we own all right, title, and interest in and to: (a) our name and logo, and all product names and trademarks associated with the Coram AI System; (b) the Coram AI System (excluding portions that constitute purchased Hardware); (c) the Usage Data; (d) other of our Confidential Information; (e) Feedback (defined below), and (f) all Intellectual Property Rights in the foregoing (collectively, the “Coram AI IP”).  No license or other rights to any of the Coram AI IP are granted to you, and all such rights are hereby expressly reserved. 

5.3 Feedback.  You irrevocably transfer and assign to us all of your right, title, and interest in and to and feedback (whether oral or written) that you provide to us (“Feedback”).  You will take such acts as we may reasonably request to assist us in acquiring, perfecting and maintaining our Intellectual Property Rights and other protections for the Feedback.

5.4 Names and Logos.  We will have the right to list you as a customer in written, oral, and electronic marketing materials (including on our website) and use your name and logo for the foregoing purpose. We will comply with any of your branding guidelines and instructions provided in writing to us.  

6.1 Definition.  As used herein, “Confidential Information” means all information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally or in writing, that is designated as “Confidential,” “Proprietary,” or the like and/or that the Receiving Party should reasonably understand as being confidential or proprietary given the nature of the information and the circumstances of the disclosure, including without limitation, this Agreement and the terms set forth in the Order. 

6.2 Exceptions.  Confidential Information will not include any information that: (a) is or becomes generally known to the public without the Receiving Party's breach of any obligation owed to the Disclosing Party; (b) was in the rightful possession or known by the Receiving Party prior to receipt from the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party who obtained such Confidential Information without any breach of any obligation owed to the Disclosing Party; (d) was independently developed by the Receiving Party without the Receiving Party's breach of any obligation owed to the Disclosing Party or (e) is disclosed to a third party in response to a subpoena or order of a court or administrative agency, provided that the Receiving Party complies with Section 6.3. 

6.3 Confidentiality Obligation. Each party agrees not to disclose the other party’s Confidential Information, or use the other party’s Confidential information, for any purpose other than to perform its obligations or exercise its rights under this Agreement, and will protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own confidential information of like kind, but in no event will either party exercise less than reasonable care in protecting such Confidential Information.  The Receiving Party may disclose Confidential Information to its employees, agents, contractors, and other representatives and service providers having a legitimate need to know, provided that such parties are bound to confidentiality obligations no less protective of the Disclosing Party’s Confidential Information than this Section 6 and that the Receiving Party remains responsible for compliance by any such party with the terms of this Section 6.  

6.4 Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it will provide the Disclosing Party with prior written notice of such compelled disclosure and reasonable assistance (at Disclosing Party's cost) if the Disclosing Party wishes to contest the disclosure or seek a protective order.  

6.5 Remedies.  If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section, the Disclosing Party will have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.

7.1 Customer Reps & Warrants.  Customer represents and warrants that (i) it will comply with all applicable laws, rules and regulations related to Customer Data (including, in particular, privacy laws and data security best practices related to Personal Data), and (ii) Customer’s use of the Coram AI System will be for its intended purposes as contemplated in this Agreement or described in the Documentation. 

7.2 Coram AI Reps & Warrants.  Coram AI represents and warrants that: (i) the Coram AI System will operate in material conformance with the Documentation; (ii) it will perform the Services in a professional and workmanlike manner in accordance with generally accepted industry standards for similar services; and (iii) it will comply with all laws, rules and regulations applicable to provision of the Services and operation of the Coram AI System for its intended use purposes, including any relevant data privacy and data security laws

7.3 Hardware Warranty. Coram AI will address any material defects in materials and workmanship of the Hardware through replacement of the Hardware with the same or similar age and functionality hardware (this “Hardware Warranty”). The Hardware Warranty is only valid for the relevant duration as designated for the Hardware type described (each, a “Warranty Period”); it does not apply to any defect, fault, malfunction or inoperability of the Hardware resulting from (i) normal wear and tear, (ii) failure to provide a suitable installation environment for the Hardware, (iii) use of the Hardware for purposes other than that for which it was designed, (iv) disasters such as fire, flood, wind, and lightning, (v)  improper storage, (vi) unauthorized tampering or interference, abuse or misuse (including unauthorized attachments to or modifications of the Hardware), or (vii) breakdowns, fluctuations, or interruptions in electric power or telecommunications network (“Exclusions”).  Coram AI’s obligation to replace any defective Hardware is conditioned on (i) Customer contacting Customer during the applicable Warranty Period to replace the Hardware, (ii) Customer providing adequate information (and access, if applicable) for Coram AI to validate the condition and functionality of the Hardware, and (iii) Customer being current on the payment of all Fees due and payable as of the date of the warranty request.  If this Agreement is terminated or has expired, or where Customer has not paid for and maintained an active License to the Software, our obligations stated in this Section 7.3 will no longer apply.

7.4 Disclaimers. EXCEPT FOR ANY WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, WE DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL WARRANTIES (WHETHER EXPRESS, IMPLIED IN FACT OR BY OPERATION OF LAW, OR STATUTORY) REGARDING AND RELATING TO THE CORAM AI SYSTEM AND ANY SERVICES FURNISHED UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT USE OF THE CORAM AI SYSTEM OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, THAT THE CORAM AI SYSTEM OR SERVICES WILL MEET CUSTOMER’S NEEDS OR EXPECTATIONS, OR THAT DEFECTS WILL BE CORRECTED.  WE MAKE NO WARRANTY WITH RESPECT TO THE SECURITY OF THIRD PARTY INFRASTRUCTURES NOT UNDER OUR CONTROL (SUCH AS A THIRD PARTY SERVERS).

8.1 By Us. We will indemnify and hold you and your officers, directors, employees, agents and affiliates (collectively, the “Customer Indemnitee”) from and against any losses, costs, liabilities and expenses, including reasonable attorneys’ fees (collectively, “Losses”) arising out of any third party claim, suit or action (“Claim”) alleging that Customer’s use of the Coram AI System infringes or misappropriates any patent, trademark, copyright, or any other intellectual property of such third party. 
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Our obligations under this Section do not apply with respect to (a) use of the Coram AI System in a manner other than as expressly permitted in this Agreement; (b) any alteration or modification of the Coram AI System, except as expressly authorized by us; (c) the combination of the Coram AI System with any other software, product, or services (to the extent that the alleged infringement arises from such combination); or (d) where the Claim arises out of specifications provided by Customer. If we determine that the Coram AI System is or may be subject to a Claim of infringement, we may either (i) procure for you a license to continue using such Coram AI System, or (ii) replace or modify the allegedly infringing portion or component of the Coram AI System so that it is no longer infringing.  If we determine that neither option (i) or (ii) is practical or otherwise reasonably available, we may terminate this Agreement and, upon such termination, will provide you with a prorated refund of any unused Fees that were prepaid by you. 

We will pay any damages finally awarded against any Customer Indemnitee by a court of competent jurisdiction as a result of any such Claim, or any final settlement of such Claim, so long as Customer (i) gives us prompt written notice of the Claim, (ii) gives us sole control of the defense and settlement of the Claim (provided that we may not settle any Claim without the Customer’s written consent, which will not be unreasonably withheld), and (iii) provides us all reasonable assistance, at our request and expense, in the defense and settlement of the Claim.
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THE REMEDIES SET FORTH IN THIS SECTION 8.1 STATE OUR SOLE AND EXCLUSIVE OBLIGATION AND LIABILITY TO YOU AND CUSTOMER INDEMNITEES, AND EACH OF YOUR SOLE AND EXCLUSIVE REMEDY, IN RELATION TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. 

8.2 By You. You will indemnify and hold us and our officers, directors, employees, agents and affiliates (collectively, the “Coram AI Indemnitee”) harmless from and against any Losses arising out or related (i) Customer or its users engaging in any use of the Coram AI System in violation of Section 3.3; or (ii) Customer’s failure to comply with its obligations set out in Section 3.2. 

Customer will pay any settlement of and any damages finally awarded against any Coram AI Indemnitee by a court of competent jurisdiction as a result of any such Claim so long as Coram AI (i) gives Customer prompt written notice of the Claim, (ii) gives Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle any Claim without Coram AI’s prior written consent, which will not be unreasonably withheld), and (iii) provides to Customer all reasonable assistance, at Customer’s request and expense.

9.1 No Consequential Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY MAY BE HELD LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

9.2 Liability Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR A BREACH BY EITHER PARTY OF ITS CONFIDENTIALITY OBLIGATIONS (INCLUDING ANY CUSTOMER DATA BREACH CAUSED BY) UNDER SECTION 6 AND EACH PARTY’S RESPECTIVE INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 (COLLECTIVELY, THE “EXCLUSIONS”), EACH PARTY’S MAXIMUM CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT FOR ANY CAUSE WHATSOEVER, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO CORAM AI DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM.  EACH PARTY’S MAXIMUM CUMULATIVE LIABILITY ARISING FROM OR RELATED TO ANY OF THE EXCLUSIONS WILL NOT EXCEED THE AMOUNT THAT IS THREE TIMES (3X) THE FEES PAID BY CUSTOMER TO CORAM AI DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM. 

10.1 Term.  This Agreement begins on the Effective Date and, unless earlier terminated pursuant to this Agreement, will continue for so long as there is an Order in effect (the “Term”). Access and use of the Software is time limited as indicated in the applicable Order(s) (each, a “License Term”).

10.2 Termination for Cause.  Either party may terminate this Agreement and/or any Order with immediate effect by giving the other party prior written notice, if the other party: (a) commits a material breach of any of its obligations under this Agreement, which breach is not cured within thirty (30) days following receipt of written notice, or the parties reasonably agree that it cannot be cured within such cure period; (b) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (c) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (d) makes or seeks to make a general assignment for the benefit of its creditors; (e) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; or (f) has wound up or liquidated its business, voluntarily or otherwise. We may also terminate this Agreement and/or any Order immediately upon written notice to you in the event you infringe or otherwise violate our Intellectual Property Rights.

10.3 Account Suspension.  Coram AI reserves the right to suspend Customer’s access to and use of the Software, with prior notice, if (i) Customer has not paid fees in accordance with this Agreement, which suspension will remain in effect until all late amounts are paid in full, or (ii) Coram AI reasonably suspects any breach of the requirements of Sections 3.2 or 3.3.  Coram AI will provide Customer notice and opportunity to cure any such breach; once the breach is cured, Coram AI will use reasonable efforts to promptly restore Customer’s access to the Coram AI System. If the breach is incurable, Coram AI may immediately terminate this Agreement and seek all remedies available under this Agreement and at law. The suspension rights described in this Section 10.3 are in addition to such other remedies as Coram AI may have in law or in equity.  

10.4 Effect of Termination.  Any termination of this Agreement will automatically result in the termination of all Orders outstanding. Upon any termination or expiration of this Agreement: (a) the rights and licenses granted to you under this Agreement will automatically terminate; (b) you will cease all use of the Coram AI System and delete, destroy, or return all copies of the applicable Documentation and Software in your possession or control; (c) us; and (d) you will be responsible for payment of any monies due to us for any period prior to the date of such termination. Each party will return or destroy (and provide certification of such return or destruction upon request) any of the other party’s Confidential Information then in its possession; provided, however, that we may retain copies of the your Confidential Information contained in computer files maintained pursuant to our customary archiving or back-up procedures. 

10.5 Survival.  All provisions, including (without limitation) all Orders and policies referenced in this Agreement, that may be reasonably interpreted as surviving termination or expiration of this Agreement) will survive the termination or expiration of this Agreement.

11.1 Terms Specific to Licensed Hardware. In the case that you have licensed Hardware from us and are paying recurring license fees (“Licensed Hardware”), the following terms apply and supersede any contrary provisions that may exist elsewhere in this Agreement.  Hardware will remain personal property of Coram AI and will not be considered a fixture, or an addition to, any part of your Customer Equipment. You may not encumber Licensed Hardware with a lien or grant a security interest, nor may you rent, lease, loan, resell or sublicense the Licensed Hardware to any third party without our prior written permission. In the event this Agreement is terminated or expires, we reserve the right to reclaim the Licensed Hardware from you. If you fail to return the Licensed Hardware to us, you must pay us for its purchase price.

11.2 Compliance. Customer will ensure that the Coram AI System (including component parts thereof) is not directly or indirectly exported, re-exported, or used to provide services in violation of the export laws and regulations of the United States or any other country. If Customer operates in a regulated industry, Customer represents that it has obtained all necessary local and state licenses and/or permits necessary to operate its business and that is and will remain in compliance with all local, state, and (if applicable) federal regulations regarding the conduct of its business. 

11.3 No Waiver  This Agreement and any Order may not be altered, amended, or modified in any way except by a writing signed by both parties.  The failure of a party to enforce any provision of this Agreement or any Order Form will not be construed to be a waiver of the right of such party to thereafter enforce that provision or any other provision or right.

11.4 Severability. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the rest of the Agreement will remain in full force and effect.

11.5 Governing Law.  This Agreement will be interpreted, construed, and enforced in all respects in accordance with the laws of the State of California, without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods.  Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the federal, state, and local courts in Santa Clara County, California in connection with any action arising out of or in connection with this Agreement.  

11.6 Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior or contemporaneous oral or written agreements regarding the subject matter hereof. In the event of a conflict between the terms of this Agreement and the terms of any Order, the Order will govern. Except for an Order, any purchase order, written terms or conditions, or other document that Customer sends to Coram AI (whether prior to or after execution of this Agreement) that contains terms that are different from, in conflict with, or in addition to the terms of this Agreement are hereby rejected and will be void and of no effect.

11.7 Updates to this Agreement. We may update the terms of this Agreement from time to time. Notices for material updates to the terms of this Agreement will be given in accordance with the Notice section. Following such notice, your continued use of the Coram AI System and related Services on or after the date the updated version of this Agreement is effective and binding, as indicated at the top of this Agreement, constitutes your acceptance of the updated version of this Agreement. The updated version of this Agreement supersedes all prior versions.  If you do not agree to the updated version of this Agreement, you must stop using the Coram AI System and related Services immediately.

11.8 Relationship. Coram AI and Customer are independent contractors, and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between Coram AI and Customer.  Neither party has any right or authority to assume or create any obligations of any kind or to make any representation or warranty on behalf of the other party, whether express or implied, or to bind the other party in any respect whatsoever.  This Agreement does not confer any benefits on any third party unless expressly stated therein.

11.9 Assignment. Customer may not assign or delegate its rights, duties, and obligations under this Agreement without Coram AI’s prior written consent, which consent will not be unreasonably withheld, conditioned or delayed.  Any attempted assignment without such consent will be null and of no effect. Notwithstanding the foregoing, Customer may assign this Agreement in its entirety, upon notice to Coram AI (but without the requirement to obtain consent), in connection with a merger, acquisition, corporate reorganization, or sale of Customer’s equity or assets. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns. 

11.10 No Third-Party Beneficiaries.  This Agreement does not confer any benefits on any third party (including Customer’s users) unless it expressly states that it does.

11.11 Notices.  Notices to Coram AI will be provided via email to support@coram.ai. All notices to Customer will be provided via email to the relevant contact(s) Customer designates in its account.