Last updated: September 28, 2015
By checking the "Terms and Conditions" box in our account sign-up, you (“Partner”) agree that you have read, understand, and accept the terms and conditions described below (the "Terms of Service") and you agree to be bound by these Terms of Service and all terms, policies and guidelines incorporated in the Terms of Service by reference, including, but not limited to, Horizon SDK Privacy Policy located at https://horizon.camera/sdk/privacy (“Privacy Policy”) (or such other URL that Horizon Video Technologies may provide from time to time) (collectively, the "Agreement"). If you do not agree to this Agreement, you should not use our services (“Services”) in any way. The Services are offered to you conditioned on your acceptance without modification of this Agreement, including without limitation, Horizon Video Technologies' right to use all data collected and analyzed by the Services.
The Services are available only to individuals who are at least 18 years old and to companies that are appropriately licensed and otherwise legally permitted to conduct business. You represent and warrant that (a), if you are an individual, you are at least 18 years old, and (b) if you are a company, you are appropriately licensed and is legally permitted to conduct business.
To register for Horizon SDK (“Software”), you must complete the registration process at https://horizon.camera/signup (or such other URL that Horizon Video Technologies may provide from time to time) by providing Horizon Video Technologies with current, complete and accurate information. Upon registration for Horizon SDK, you will be required to provide Horizon Video Technologies with your email and password. You can also provide more personal information after registration such as: first and last name, company name and also the physical address of your company as described in our Privacy Policy. You understand that you are solely responsible for maintaining the confidentiality of your password and that you shall be solely and fully responsible for all activities that occur under your email and password. Horizon Video Technologies shall not be responsible for any loss, claim or other liability that may arise from the unauthorized use of any password. You agree to immediately notify Horizon Video Technologies of any unauthorized use of your password or username or any other breach of security. If a password is lost or stolen, it is the user's responsibility to change the password, and immediately notify Horizon Video Technologies, so that your account remains both secure and functional.
You are hereby granted a non-exclusive, non-perpetual, nonassignable, limited, non-transferable, revocable and non-sublicensable copyright license to install, use, copy and distribute the Software solely as necessary to use the Services pursuant to this Agreement for applications that you own and control. Your use of the Software and accompanying documentation ("Documentation") is subject to this Agreement and does not include: (i) any resale, lease, rental, distribution, assignment or other transfer of rights of the Software or Documentation in whole or in part; (ii) the distribution, public performance or public display of the Software or Documentation (except as expressly set forth above with respect to the Agent); (iii) modification, revision, creation of derivative works from or otherwise making any derivative uses of the Software or Documentation or any information or content therein; (iv) decompilation, reverse engineering or otherwise attempting to derive the source code for the Software (except to the extent applicable laws specifically prohibit restriction of such activities); (v) any use of the Software or Documentation other than for its intended purpose; or (vi) use of Horizon SDK in any way that may subject the Horizon Video Technologies to any obligations under any open source software license, including, without limitation any license which imposes any obligation or restriction with respect to Horizon Video Technologies’ patent or other intellectual property rights in Horizon SDK. Horizon Video Technologies hereby reserves all rights not expressly granted herein. Any use of the Software or Documentation other than as specifically authorized herein, without the prior written permission of Horizon Video Technologies, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including, without limitation, copyright and trademark and other intellectual property laws.
In the event of a merger or acquisition of the Partner, the license is non-transferable to the surviving entity or the acquirer without Horizon Video Technologies’ prior written consent.
Open source software licenses for components of Horizon SDK released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms, the open source licenses govern your agreement with Horizon Video Technologies for the use of the components of Horizon SDK released under an open source license.
You hereby grant to Horizon Video Technologies the limited right to use your company name, trademarks, service marks and/or logos to identify you as a customer of Horizon Video Technologies in its press releases, marketing publications or websites.
Partner may terminate this Agreement on five (5) days' written notice to Horizon Video Technologies for any reason. Horizon Video Technologies reserves the right to terminate this Agreement immediately in the event of breach of any of the terms of this Agreements, including failure to pay the license fee. Upon the expiration or termination of this Agreement, all rights granted to the Partner under this Agreement shall forthwith terminate and immediately revert to Horizon Video Technologies and Partner shall discontinue all use of Horizon SDK.
In the event of Horizon Video Technologies’ insolvency or bankruptcy, the parties may immediately terminate this Agreement, without liability to the other party, except for license fees due.
Effect of Termination. Upon expiration or termination of this Agreement for any reason: a) Paragraphs 5, 6, 8, 9, 12, 13, 14, 16 will survive together with any provision required for their construction or enforcement; b) Partner’s license rights will remain in effect perpetually but shall not be transferable or assignable to any third party; and c) Partner will pay the fees owed hereunder in accordance with par. 6.
You agree to the following: (a) you will not remove, obscure and/or disrupt Horizon SDK branding credit screens without prior written permission by Horizon Video Technologies; (b) you shall not use any Horizon Video Technologies logos and/or trademarks in your mobile application or website (“Partner Application and/or Website”). In specific, you shall not use Horizon Video Technologies’ SDK logo (“Horizon SDK logo”) and Horizon Video Technologies icon with the letter “h” as well as the word “Horizon” without obtaining prior written permission by Horizon Video Technologies; (c) any use of the Horizon SDK logo in conjunction with the Partner Application and/or Website shall be less prominent than the logo or mark that primarily describes the Partner Application and/or Website, and Partner’s use of the Horizon SDK logo shall not imply any endorsement of the Partner Application or Website by Horizon Video Technologies; and (d) if you have purchased the “Free” Pricing Plan, you agree to have a video view always enabled on your Application, in order to make the Horizon SDK logo watermark visible to your users.
Partner shall pay Horizon Video Technologies the fees that are described in our Pricing Plans as set forth at https://horizon.camera/sdk#pricing (or such URL as Horizon Video Technologies may provide) (“Pricing Plans”).
Partner shall pre-pay his selected subscription and shall be invoiced on the corresponding day of each month (“Billing Date”). If you wish to cancel a monthly subscription after you have paid the license fee for that corresponding month, you are entitled to a refund, provided that you notify us within five (5) days following your Billing Date at developers@horizon.camera.
The charges included in the invoice are exclusive of all taxes, levies, or duties imposed by taxing authorities in your country of residence, and you shall be responsible for payment of all such taxes, levies, or duties.
Horizon Video Technologies may change its fees and payment policies for any Service from time to time. The changes will be posted at https://horizon.camera (or such other URL that Horizon Video Technologies may provide from time to time).
We use a third-party payment processor (the “Payment Processor”) to bill our clients. Each developer shall set up their account via our Website (the “Billing Account”). The processing of payments shall be subject to the terms, conditions and privacy policies of the Payment Processor in addition to Horizon Video Technologies’ Terms of Service. We are not responsible for error or delays by the Payment Processor. By placing an order to purchase one of our subscription plans (“Order”), you agree to pay us, through the Payment Processor, all charges at the prices stated for the applicable Order. You further authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. Τhe terms of your payment will depend on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we do not receive payment from you, via the Payment Processor, you agree to pay all amounts due from your Billing Account. Your non-termination or continued use of the Services authorizes us to charge you, via your selected Payment Method, for Orders that you place. We may submit those charges for payment and you will be responsible for such charges. We also have the right to seek payment directly from you.
8.1. All ownership and intellectual property rights to the SDK or otherwise and any copies and derivative works thereof (regardless of form in or on which the original or other copies may exist), including but not limited to patents, design rights, copyrights, trademarks, trade-secrets and proprietary know-how, shall be owned by and vested in the Company, or the Company’s licensors, and nothing in this Agreement, shall constitute or be interpreted as a transfer of any such rights from the Company to the Partner or anyone else.
8.2. The Partner acknowledges that the structure and code of the SDK are valuable trade secrets of the Company which shall remain the sole property of the Company.
8.3. Third Party Technologies: Certain third party technologies identified below are either incorporated into the SDK, distributed with the SDK or are necessary for the use of the SDK. Such third party technologies are subject to the applicable third party provider’s additional licensing terms or agreements and are not licensed under this Agreement. By using those third party technologies, Partner accepts and agrees to be bound by the additional terms applicable to those particular third party technologies. Partner agrees that it is responsible for obtaining intellectual property rights to use the applicable underlying intellectual property rights related to any of the third party software. This SDK includes the following third party technologies for which the Partner must obtain licenses other than the Company:
- Redistribution and use, with or without modification, are permitted provided that the following conditions are met:
Boost Software License - Version 1.0 - August 17th, 2003
Permission is hereby granted, free of charge, to any person or organization obtaining a copy of the software and accompanying documentation covered by this license (the "Software") to use, reproduce, display, distribute, execute, and transmit the Software, and to prepare derivative works of the Software, and to permit third-parties to whom the Software is furnished to do so, all subject to the following:
The copyright notices in the Software and this entire statement, including the above license grant, this restriction and the following disclaimer, must be included in all copies of the Software, in whole or in part, and all derivative works of the Software, unless such copies or derivative works are solely in the form of machine-executable object code generated by a source language processor.
THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN NO EVENT SHALL THE COPYRIGHT HOLDERS OR ANYONE DISTRIBUTING THE SOFTWARE BE LIABLE FOR ANY DAMAGES OR OTHER LIABILITY, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.
9.1 Confidential Information. Each party may from time to time during the term of this Agreement disclose to the other party certain information regarding the disclosing party’s business, including technical, marketing, financial, employee, planning, and other confidential or proprietary information (“Confidential Information”). Confidential Information will only be deemed confidential if in writing and marked “confidential” or “proprietary” except that in all cases the identity and nature of the technical, business or financial information concerning the operation of Horizon SDK will be Confidential Information of Horizon Video Technologies and require no marking.
9.2 Protection of Confidential Information. Neither party will use any Confidential Information of the other party for any purpose not expressly permitted by this Agreement. Each party will disclose the Confidential Information of the other party only to its employees or contractors who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than provided in this Section 9. The receiving party will protect the disclosing party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the receiving party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
9.3 Exceptions. The obligations under Section 9.2 with respect to any Confidential Information of the disclosing party will terminate if the receiving party can show such information: (a) was already known to the receiving party without restriction at the time of disclosure by the disclosing party; (b) is disclosed to the receiving party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the receiving party has become, generally available to the public; or (d) is independently developed by the receiving party without access to, or use of, the disclosing party’s Confidential Information. In addition, the receiving party may disclose Confidential Information of the disclosing party to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body, provided that the receiving party notifies the disclosing party of such required disclosure promptly and in writing and cooperates with the disclosing party, at the disclosing party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure.
9.4 Return of Confidential Information. Except as otherwise provided under par. 4 of this Agreement, each party will return the other party’s Confidential Information promptly upon expiration or termination of this Agreement for any reason. Notwithstanding the foregoing, each party may retain a copy of accounting and financial information relating to this Agreement, including the results of any audit.
You acknowledge that the Software may be subject to the export control laws and regulations of the United States and any amendments thereof. You agree that you will not directly or indirectly export the Software into any country or use the Software in any manner except in compliance with all applicable U.S. export laws and regulations.
Each party confirms that it is aware of the Foreign Corrupt Practices Act of the United States (FCPA), and that it will take no action that would constitute a violation of the FCPA or that would cause the other party to be in violation thereof.
THE SDK IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SDK, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. FURTHER, THE COMPANY DISCLAIMS ANY WARRANTY THAT PARTNER’S USE THEREOF WILL BE UNINTERRUPTED OR ERROR FREE.
Partner agrees to defend, indemnify, and hold Horizon Video Technologies, and its officers, directors, agents, and employees, harmless against all costs, expenses, and losses (including reasonable attorney fees and costs) incurred through claims of third parties against Horizon Video Technologies based on a breach by Partner of any representation and warranty made in this Agreement as well as for any third-party claim for infringement of its intellectual property rights based on Partner’s use of the SDK.
IN NO EVENT WILL HORIZON VIDEO TECHNOLOGIES, ITS SUBSIDIARIES, AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS (COLLECTIVELY, THE “HORIZON VIDEO TECHNOLOGIES PARTIES”), BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY UNDER ANY THEORY FOR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST INCOME, REVENUE OR PROFITS, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS, ARISING OUT OF THIS AGREEMENT OR THE SERVICES, EVEN IF HORIZON VIDEO TECHNOLOGIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE. THE HORIZON VIDEO TECHNOLOGIES PARTIES AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID US IN THE PAST SIX MONTHS. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, THE HORIZON VIDEO TECHNOLOGIES PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
A. Any notice required to be given pursuant to this Agreement shall be in writing and mailed by certified or registered mail or delivered by a courier service at the Company’s business address:
Horizon Video Technologies Inc.
501 Silverside Road, Ste 105
Wilmington, DE 19809
USA
or e-mailed at developers@horizon.camera
B. Either party may change the address to which notice is to be sent by written notice to the other party pursuant to the provisions of this paragraph.
These Terms of Service and the validity, construction, and performance thereof will be governed in all respects by the laws of the State of Delaware. You agree that any and all controversies, claims or disputes with anyone (including Horizon Video Technologies, and any employee, officer, director, shareholder of Horizon Video Technologies), arising out of, relating to, or resulting from these Terms of Service, shall be subject to binding arbitration under the American Arbitration Association (“AAA”) Rules of Arbitration (“Rules”). The proceedings shall be held in San Francisco, California.
This Agreement shall be binding on and shall inure to the benefit of the parties hereto, and their heirs, administrators, successors, and assigns.
No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.
If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.
The license granted hereunder is personal to the Partner and may not be assigned by any act of the Partner or by operation of law or without the consent of Horizon Video Technologies.
This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents that may be in conflict therewith.
As a condition of your access to the Services, you agree that Horizon Video Technologies has the right, for any purpose, to collect, retain, use, and publish in an aggregate manner, subject to the terms of its Privacy Policy located here (or such other URL that Horizon Video Technologies may provide from time to time), information collected in your use of the Services, including without limitation, with respect to the Services, characteristics and activities of end users of your Applications. Horizon Video Technologies will not disclose to any third parties any end users’ data collected by the Services from your applications that is specifically attributable to you, your applications or your customers. You will not (and will not allow any third party to) use our Services to track or collect personally identifiable information of your end users, nor will you (or will you allow any third party to) associate any data gathered from your Application(s) with any personally identifying information from any source as part of your use (or such third parties' use) of the Services.
You agree that you have and will abide by a privacy policy that complies with all applicable laws and industry standards and that you will comply with all applicable laws relating to the collection of information from end users of your applications.
You must post a privacy policy. That policy must provide notice of your use of any visitor identification technology that collects, uses, shares and stores data about end users of your applications (whether by you or by Horizon Video Technologies). You agree to obtain all end-user consents required by applicable law before you use the Services.
You agree that you will not use any Service in connection with any application labeled or described as a "Kids" or "Children" application and will not use any Service (i) in connection with any application, advertisement or service directed towards children or addressed to children under 14 years old, (ii) to collect any personal information from children.
