Coram AI Terms of Service

1.1 “Coram AI System” means our video intelligence software, APIs, hardware and related services.

1.2 “Customer Data” means data and information provided by or obtained from you in connection with your use of the Coram AI System and Services, inclusive of location information, Customer Equipment specifications, 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 its customers as part of the Coram AI System and any specific documentation that we provide to you hereunder.

1.6 “Hardware” means any hardware products leased or sold, as applicable, by Coram AI 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, including moral rights.

1.8 “Licensed Hardware” means Hardware that is provided by Coram AI on a periodic license basis and is not sold outright to Customer.

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

1.10 “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.

1.11 “Software” means object-code and source-code version(s) of Coram AI’s software applications provided as part of the Coram AI System, and includes, without limitation, all improvements, modifications, derivative works, updates, fixes, and releases thereto that Coram AI generally makes available to its customers.

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

1.13 “Usage Data” means any data that is derived from your 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.

2.1 License Grants.  Subject to your compliance with the terms and conditions of this Agreement, we grant to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term (as defined below) to access and use the Coram AI System.

2.2 Account Setup & Access. You must register for a Coram AI account(s) and will be required to provide certain information, and will 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. You may contact us during normal business hours to request support services at the email address published on our website. We may, but are not obligated to, develop future functionality or enhancements to the Coram AI System or to offer our other products and services to you.

2.4 Updates. We may make periodic updates to our software and/or APIs (“Updates”). Updates may address security fixes, critical patches, general maintenance functionality, and documentation and will be made available at our discretion. Our support of the Coram AI System presumes that you have implemented Updates for the current major version release; where you have not implemented prior Updates, we may not be able to support you. We may, but are under no obligation to, (i) develop future functionality or enhancements or (ii) sell you any of our other products or services.

2.5 Hardware. Except for Licensed Hardware, Customer will take title to the Hardware and may continue to use Hardware at Customer’s discretion, including after Customer discontinues use of the Coram AI System. Coram AI’s obligations to provide, support, maintain or repair Hardware are as described in the Coram AI Product Warranty, which will only apply for the period in which Customer continues to use and pay for the Coram AI System. Where this Agreement is terminated or expires or if Customer no longer uses the Coram AI System or if Customer fails to make payment to Coram AI, all of Coram AI’s obligations related to Hardware will immediately cease and any representation, warranties or other promises are immediately and automatically rescinded. Licensed Hardware, if any, will remain personal property of Coram AI and will not be considered a fixture, or an addition to, any part of the Customer Equipment.

2.6 Video Recordings and Usage Data. Hardware is comprised of cameras, and related accessories that will transmit video and other data recordings to Coram AI (collectively, the “Recordings”) and (b) we may record, view, store, use, analyze, exploit, modify, disclose, distribute and retain any such Recordings for the following purposes: (i) as we deem necessary in order to provide the Coram AI System and the Services, (ii) to internally improve and develop the Coram AI System, the Services and any other Coram AI products or services, (iii) for auditing purposes and marketing purposes. We may collect, analyze, use, modify, disclose, store, and retain all Usage Data for any business purpose.

4.1 Fees and Invoicing.  You will pay all fees specified in the applicable Order (“Fees”).  All Fees are due upon receipt of invoice, payable in U.S. Dollars, and non-refundable. If your account is ten (10) days or more overdue, in addition to any of our other rights or remedies, we reserve the right to suspend your access to and use of the Coram AI System, without prior notice or liability, until such amounts are paid in full.  Any payment not received by the due date will accrue late charges at the rate of one and a half percent (1.5%) 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 twenty (20) days or more overdue, in addition to any of our other rights or remedies, we reserve the right to terminate this Agreement and reclaim or request delivery of any Licensed Hardware.

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. If you are required by applicable law to withhold any Taxes from payments owed to us, you will reduce or eliminate such withheld Taxes upon receipt of the appropriate tax certificate or document provided by Twilio. You will provide us with proof of payment of any withheld Taxes to the appropriate authority.

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 (including all portions and components thereof), the Documentation, and any and all enhancements, improvements, developments, derivative works, or other modifications made thereto, including any customizations made under this Agreement; (c) the Usage Data; (d) our Confidential Information; (e) the Recordings (subject to the restrictions set on usage set forth in Section 2.3), (f) Feedback, and (g) 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 Feedback, including all Intellectual Property Rights therein.  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 Mutual Reps & Warrants.  Each party represents and warrants that it has validly accepted or entered into this Agreement and has the legal power to do so.

7.2 Customer Reps & Warrants.  You represent and warrant that you will (i) comply with all applicable laws, regulations and best practices (including privacy laws and data security best practices) related to Customer Data and your use of the Coram AI System; and (ii) obtain and maintain all necessary rights, consents, and permissions to grant the rights and licenses afforded to Coram AI in this Agreement, including giving advance notice and obtaining prior consent necessary to allow Coram AI to access, retain, modify, process and otherwise make use of the Recordings and Customer Data as contemplated in this Agreement. In addition to any other remedies available at law or in equity, we will have the right to immediately suspend your access to and use of the Coram AI System to prevent harm to Coram AI.

7.3 Disclaimers. EXCEPT FOR ANY WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION 7, THE CORAM AI SYSTEM AND ANY SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED “AS IS”. WE DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL WARRANTIES (WHETHER EXPRESS, IMPLIED IN FACT OR BY OPERATION OF LAW, OR STATUTORY) AS TO ANY MATTER WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. THE CORAM AI SYSTEM IS STILL IN THE DEVELOPMENT PHASE. WE DO NOT WARRANT THAT THE CORAM AI SYSTEM OR SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR SECURE OR THAT USE OF THE CORAM AI SYSTEM AND SERVICES WILL HAVE SPECIFIC RESULTS.  YOU ASSUME ALL RISK AND RESPONSIBILITY WITH RESPECT TO USE OF THE CORAM AI SYSTEM AND SERVICES. YOU SHOULD NOTE THAT IN USING THE CORAM AI SYSTEM, SENSITIVE INFORMATION WILL TRAVEL THROUGH THIRD PARTY INFRASTRUCTURES NOT UNDER OUR CONTROL (SUCH AS A THIRD PARTY SERVERS). WE MAKE NO WARRANTY WITH RESPECT TO THE SECURITY OF SUCH THIRD PARTY INFRASTRUCTURES.

8.1 By Us. We will indemnify and hold you and your officers, directors, employees, agents and affiliates (collectively, the “Customer Indemnified Parties”) 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 alleging that the Coram AI System infringes upon any patent issued in the U.S. or any trademark rights or copyrights enforceable in the U.S. or misappropriates any trade secret (an “Infringement Claim”). Our obligations under this Section do not apply with respect to (i) an Infringement Claim arising from (1) any materials or components provided by any third party, (2) modification to the Coram AI System made by any person other than us, or (3) your continued use of the allegedly infringing material after being notified and instructed to cease use; (ii) any Claim (as defined below) arising in whole or in part due to your negligence or willful misconduct, use of the Coram AI System not in accordance with this Agreement and the Documentation, or any Exceptions; or (iii) any Claim arising due to the combined use of the Coram AI System (or any portion or component thereof) with Customer Equipment or any other software or hardware not provided by us.  If we determine that the Coram AI System is or may be subject to an Infringement Claim, 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 immediately terminate this Agreement and, upon such termination, will provide you with a prorated refund of unused Fees that were prepaid by you. THE REMEDIES SET FORTH IN THIS SECTION STATE OUR SOLE AND EXCLUSIVE OBLIGATION AND LIABILITY OF TO YOU AND CUSTOMER INDEMNIFIED PARTIES IN RELATION TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, AND YOUR AND ITS CUSTOMER INDEMNIFIED PARTIES’ SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF 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 Indemnified Parties”)  harmless from and against any Losses arising out or related to any of the following (each, an “Adverse Claim”): (a) any personal injury, death or damage to tangible property caused by any negligence or error in the operation or care of the Coram AI System by you or any other party; (b) any breach by you the terms of this Agreement; (d) any claim, suit or action by the lessor or owner of Customer Equipment; (e) any claim of actual, alleged, or contributory infringement or misappropriation of third party intellectual property, or violation of proprietary rights related to your use of the Coram AI System or Customer Data; and (f) your breach or alleged breach of your obligations under this Agreement with respect to confidentiality, privacy or data security. In addition, you will promptly reimburse us for any Losses incurred by us or any Coram Indemnified Party as a result of any of the foregoing Adverse Claims.

8.3 Procedure.  As a condition of the foregoing indemnification obligations: (a) the indemnified party (“Indemnified Party”) will promptly notify the indemnifying party (“Indemnifying Party”) of any Infringement Claim or Adverse Claim (individually or collectively referred to herein as a “Claim”) in writing; provided, however, that the failure to give prompt written notice will not relieve Indemnifying Party of its obligations hereunder, except to the extent that Indemnifying Party was actually and materially prejudiced by such failure; (b) Indemnifying Party will have the sole authority to defend or settle a Claim; and (c) Indemnified Party will reasonably cooperate with Indemnifying Party in connection with Indemnifying Party’s activities hereunder, at Indemnifying Party’s expense. The Indemnified Party reserves the right, at its own expense, to participate in the defense of a Claim. Notwithstanding anything herein to the contrary, Indemnifying Party will not settle any Claim for which it has an obligation to indemnify under this Section  admitting liability or fault on behalf of Indemnified Party, nor create any obligation on behalf of Indemnified Party without Indemnified Party’s prior written consent, which will not be unreasonably withheld, conditioned, or delayed.

9.1 Exclusions. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR: (a) BREACH OF YOUR CONFIDENTIALITY OBLIGATIONS IN SECTION 7; (b) EACH PARTY’S RESPECTIVE INDEMNIFICATION OBLIGATIONS UNDER SECTION 9; (c) BREACH OF YOUR PAYMENT OBLIGATIONS; OR (d) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT (COLLECTIVELY, THE “EXCLUSIONS”), NEITHER PARTY MAY BE HELD LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, LOSS OF CONTENT OR DATA, COST OF COVER, 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. IN ADDITION, WE EXERCISE NO CONTROL OVER AND EXPRESSLY DISCLAIM ANY LIABILITY ARISING OUT OF OR BASED UPON ANY RESULTS OF YOU USE OR OPERATION OF THE CORAM AI SYSTEM OR ANY DECISIONS MADE BY YOU WITH RESPECT TO USE OF THE CORAM AI SYSTEM.

9.2 Liability Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR THE EXCLUSIONS LISTED ABOVE, OUR 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 YOU DURING THE SIX (6) 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”).

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 (ten (10) business days in the case of late or non-payment) following receipt of written notice, or the parties reasonably agree 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 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) you will promptly return any Licensed Hardware to 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. Unless we otherwise agree, if you opt not to or fail to return any Licensed Hardware, then we will invoice you for the cost of purchasing the Licensed Hardware.

10.4 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 Export Control. The Coram AI System (including technical information related thereto) is or may be subject to export laws and regulations of the United States and the destination country(ies) and any use or transfer of any portion of the Coram AI System must be authorized under those laws. Customer will not use, distribute, transfer or transmit the Coram AI System or technical information except in compliance with export laws. If requested, Customer agrees to sign all necessary export- related documents as may be required to comply with export laws. Hardware is intended for use in the United States only and Customer will not export Hardware outside of the United States.

11.2 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.

11.3 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.

11.4 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.

11.5 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.

11.6 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.

11.7 Force Majeure.  Except for Customer’s payment obligations, neither party will be liable for failure to perform or delay in performing any obligation under this Agreement if such failure or delay is due to fire, flood, earthquake, strike, war (declared or undeclared), embargo, blockade, legal prohibition, governmental action, riot, insurrection, damage, destruction, power outage, telephone outage, internet access, or any other similar cause beyond its control (each a “Force Majeure Event”).

11.8 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.

11.9 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.

11.10 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.