Terms of Service

This Ross Video Cloud Customer Agreement (the “Agreement”) is between you and Ross Video Limited (“Ross” or “Ross Video”). If you are agreeing to this Agreement not as an individual but on behalf of your company, then “Customer” or “you” means your company. If you are accepting this Agreement on behalf of your company, you represent and warrant that: (i) you have full legal authority to bind your company; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of your company, to this Agreement. Ross Video may modify this Agreement from time to time in accordance with the terms of this Agreement.

By clicking on the “I agree” (or similar button) that is presented to you at the time of your Order (as defined below), or by using or accessing Ross Video products or services, you acknowledge and agree to this Agreement. If you do not agree with this Agreement, neither you nor your company may use the Ross Video products or services.

1. Scope of the Agreement. This Agreement governs your initial purchase as well as any future purchases made by you that reference this Agreement. This Agreement includes our Privacy Policy, Acceptable Use Policy  and any Orders, and any other referenced policies and attachments.
2. Ross Video Products. This Agreement governs (a) Ross Video’s hosted or cloud-based solutions, (“Hosted Services”), (b) any downloadable software which is a component of the Hosted Services (“Software”) installed locally at your facility; and (c) any related Support and Maintenance (as defined below) provided by Ross Video. Hosted Services, Software, together with related Documentation, are referred to as “Products”. The Products and their permitted use are further described in Ross Video’s standard documentation (“Documentation”). The Software is further governed by and your use of the Software is subject to Ross Video’s End User License Agreement, available at https://www.rossvideo.com/support/customer-agreements (the “EULA”).
3. Account Registration. You may need to register for a Ross Video cloud account in order to place orders or access or receive any Products. Any registration information that you provide to us must be accurate, current and complete. You must also update your information so that we may send notices, statements and other information to you by email or through your account. You are responsible for all actions taken through your accounts.
4. Orders
   1. Directly with Ross Video. Ross Video’s Product ordering documentation or purchase flow (“Order”) will specify your authorized scope of use for the Products, which may include: (a) number and type of Authorized Users (as defined below), (b) storage or capacity, (c) other restrictions or billable units; or (d) the applications, servers, devices, or locations at or through which Authorized Users are permitted to use the Products (as applicable, the “Scope of Use”). The term “Order” also includes any applicable Product renewal, purchase of Support and Maintenance, or purchases you make to increase or upgrade your Scope of Use.
   2. Reseller Orders. This Agreement applies whether you purchase our Products directly from Ross Video or through other authorized resellers (each, a “Reseller”). If you purchase through a Reseller, your Scope of Use shall be as stated in the Order placed by Reseller for you, and Reseller is responsible for the accuracy of any such Order. Resellers are not authorized to make any promises or commitments on Ross Video’s behalf, and we are not bound by any obligations to you other than what we specify in this Agreement.
5. Authorized Users. Only the specific individuals for whom you have paid the required fees and whom you designate through the applicable Product (“Authorized Users”) may access and use the Products. Some Products may allow you to designate different types of Authorized Users, in which case pricing and functionality may vary according to the type of Authorized User. Authorized Users may be you, your company’s or your Affiliates’ (as defined below) employees, representatives, consultants, contractors, agents, or other third parties who are acting for your benefit or on your behalf. You may increase the number of Authorized Users permitted to access the Product by placing a new Order or, in some cases, directly through the Product. In all cases, you must pay the applicable fee for the increased number of Authorized Users. You are responsible for compliance with this Agreement by all Authorized Users, including compliance with the Acceptable Use Policy. All use of Products by you and your Authorized Users must be within the Scope of Use and solely for the benefit of you or your Affiliates. “Affiliate” means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of 50% (or, if the applicable jurisdiction does not allow majority ownership, the maximum amount permitted under such law) or more of the voting equity securities or other equivalent voting interests of the entity.
6. Software Terms.
   1. Your License Rights. Subject to the terms and conditions of this Agreement and pursuant to the EULA, Ross Video grants you a non-exclusive, non-sublicenseable and non-transferable license to install and use the Software during the applicable License Term (as defined below) in accordance with this Agreement, your applicable Scope of Use, and the Documentation. The term of each Software license (“License Term”) will be specified in your Order. Your License Term will end upon any termination of this Agreement, even if it is identified as “perpetual” or if no expiration date is specified in your Order.
   2. Number of Instances. Unless otherwise specified in your Order, for each Software license that you purchase, you may install one instance of the Software on systems owned or operated by you (or your third party service providers so long as you remain responsible for their compliance with the terms and conditions of this Agreement).
7. Hosted Services Terms.
   1. Access to Hosted Services. Subject to the terms and conditions of this Agreement, Ross Video grants you a non-exclusive right to access and use the Hosted Services during the applicable Subscription Term (as defined below) in accordance with this Agreement, your applicable Scope of Use and the Documentation. You may use the Software solely with the Hosted Service and subject to the terms and conditions of this Agreement and the EULA. You acknowledge that our Hosted Services are on-line, subscription-based products and that we may make changes or updates to the Hosted Services from time to time. If we make a material change to the Hosted Services, we will make reasonable efforts to notify you of the change (by, for example, sending an email to the billing or technical contact you designate in the applicable Order, through your Ross Video account, if applicable, or in the Product itself, if applicable).
   2. Subscription Terms and Renewals.Hosted Services are provided on a subscription basis for a set term specified in your Order (“Subscription Term”). Except as otherwise specified in your Order, all subscriptions will automatically renew for periods equal to your initial Subscription Term (and you will be charged at the then-current rates) unless you cancel your subscription via our customer portal in accordance with this Agreement. If you cancel, your subscription will terminate at the end of the then-current billing cycle, but you will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination.
   3. You must ensure that all Authorized Users keep their user IDs and passwords for the Hosted Services strictly confidential and not share such information with any unauthorized person. User IDs are granted to individual, named persons and may not be shared. You are responsible for any and all actions taken using your accounts and passwords, and you agree to immediately notify Ross Video of any unauthorized use of which you become aware.
   4. Your Data.“Your Data” means any data, content, video, images or other materials of any type that you upload, submit or otherwise transmit to or through Hosted Services. You will retain all right, title and interest in and to Your Data in the form provided to Ross Video. Subject to the terms of this Agreement, you hereby grant to Ross Video a non-exclusive, worldwide, royalty-free right to (a) collect, use, copy, store, transmit, modify and create derivative works of Your Data, in each case solely to the extent necessary to provide the applicable Hosted Service to you, and (b) for Hosted Services that enable you to share Your Data or interact with other people, to distribute and publicly perform and display Your Data as you (or your Authorized Users) direct or enable through the Hosted Service.
   5. Security. Ross Video implements security procedures to help protect Your Data from security attacks. However, you understand that use of the Hosted Services necessarily involves transmission of Your Data over networks that are not owned, operated or controlled by us, and we are not responsible for any of Your Data lost, altered, intercepted or stored across such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of Your Data will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our third party service providers.
   6. Storage Limits. There may be storage limits associated with a particular Hosted Service. These limits are described in the services descriptions on our websites or in the Documentation for the particular Hosted Service. Ross Video reserves the right to charge for additional storage or overage fees at the rates specified on our website. We may impose new, or may modify existing, storage limits for the Hosted Services at any time in our discretion, with or without notice to you.
   7. Responsibility for Your Data.
      1. General. You must ensure that your use of Hosted Services and all Your Data is at all times compliant with our Acceptable Use Policy and all applicable local, state, provincial, federal and international laws and regulations (“Laws”). You represent and warrant that: (i) you have obtained all necessary rights, releases and permissions to provide all Your Data to Ross Video and to grant the rights granted to Ross Video in this Agreement, and (ii) Your Data and its transfer to and use by Ross Video as authorized by you under this Agreement do not violate any Laws (including without limitation those relating to export control and electronic communications) or rights of any third party, including without limitation any intellectual property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorized herein is not inconsistent with the terms of any applicable privacy policies. Other than its security obligations under Section 7.5 (Security), Ross Video assumes no responsibility or liability for Your Data, and you shall be solely responsible for Your Data and the consequences of using, disclosing, storing, or transmitting it.
      2. Sensitive Data. You will not submit to the Hosted Services (or use the Hosted Services to collect): (i) any personally identifiable information, except as necessary for the establishment of your Ross Video account; (ii) any patient, medical or other protected health information regulated by HIPAA (as defined below) or any similar federal, provincial or state laws, rules or regulations; or (iii) any other information subject to regulation or protection under specific laws, such as the Gramm-Leach-Bliley Act (or related rules or regulations) or equivalent Canadian laws ((i) through (iii), collectively, “Sensitive Data”). You also acknowledge that Ross Video is not acting as your Business Associate or subcontractor (as such terms are defined and used in HIPAA) and that the Hosted Services are not HIPAA compliant. “HIPAA” means the Health Insurance Portability and Accountability Act, as amended and supplemented. Notwithstanding any other provision to the contrary, Ross Video has no liability under this Agreement for Sensitive Data. To the extent that you submit any Sensitive Data to the Hosted Service (or use the Hosted Services to collect any Sensitive Data), contrary to this Section, you acknowledge and agree that: (w) the Hosted Services may be located in a different jurisdiction than that in which you are located, and may collect, use, process, transfer and store Sensitive Data in such jurisdiction, in the course of providing the Products; (x) you have obtained all required consents and have provided all required notices to authorize us to collect, acquire, process, hold or store any Sensitive Data, including all consents and/or notifications required under any Laws to authorize the transmission, processing and storage of Sensitive Data in such jurisdiction; (y) that you will comply with all Laws pertaining to Sensitive Data; and (z) to indemnify, defend (at our option) and hold us harmless from all expenses (including attorney’s fees/legal expenses), liabilities, damages, claims, costs, fines, penalties and losses and damages arising from your failure to obtain necessary consents from, or provide required notifications regarding Sensitive Data that may be required by Laws applicable to you, or comply with all Laws relating to Sensitive Data.
      3. Indemnity for Your Data. You will defend, indemnify and hold harmless Ross Video from and against any loss, cost, liability or damage, including attorneys’ fees, for which Ross Video becomes liable arising from or relating to any claim relating to Your Data, including but not limited to any claim brought by a third party alleging that Your Data, or your use of the Products in breach of this Agreement, including your breach or your Authorized Users’ breach of the Acceptable Use Policy, infringes or misappropriates the intellectual property rights of a third party or violates applicable law. This indemnification obligation is subject to your receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for you to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all reasonable necessary cooperation of Ross Video at your expense.
   8. Removals and Suspension. Ross Video has no obligation to monitor any content uploaded to the Hosted Services. Nonetheless, if we deem such action necessary based on your violation of this Agreement or in response to takedown requests that we receive, we may (1) remove Your Data from the Hosted Services or (2) suspend your access to the Hosted Services. We will generally alert you when we take such action and give you a reasonable opportunity to cure your breach, but if we determine that your actions endanger the operation of the Hosted Service or other users, we may suspend your access immediately without notice. You will continue to be charged for the Hosted Service during any suspension period. We have no liability to you for removing or deleting Your Data from or suspending your access to any Hosted Services as described in this Section.
   9. Deletion at End of Subscription Term. We may remove or delete Your Data within a reasonable period of time after the termination of your Subscription Term.
   10. Third Party Components. Third party components (which may include open source software) of the Products may be subject to separate license agreements. To the limited extent a third party license expressly supersedes this Agreement, that third party license governs your use of that third party component.
8. Support and Maintenance
   1. During the Maintenance Period (as defined below), at no extra charge, Ross Video will provide support for the Products by telephone and email contact with Ross Video and Ross Video will supply downloadable Modifications (as defined below) to the Software, upon your request and when available (“Support and Maintenance”). Notwithstanding the foregoing, Ross Video shall be under no legal obligation to create or release Modifications to the Software at any time or in accordance with a fixed schedule. Upon expiry of the Maintenance Period, where applicable, you may purchase Support and Maintenance, including downloadable Software upgrades in one (1) year increments at the then applicable Maintenance Fee (as defined below) offered by Ross Video, in which case the warranties granted in the EULA shall survive and remain in full force and effect during each such one (1) year term. “Maintenance Period” means, in connection with the Products, the support and maintenance period of one (1) year from the date of download. “Modifications” means any enhancements, changes,  corrections,  translations,  adaptations,  revisions,  developments,  upgrades  or updates thereto. “Maintenance Fee” means the annual maintenance fee(s) payable by you to Ross Video, as determined by Ross Video, for the maintenance and update of the Software after expiry of the Maintenance Period.
9. Financial Terms.
   1. Delivery. We will deliver the applicable license keys (in the case of Software) or login instructions (in the case of Hosted Services) to the email addresses specified in your Order when we have received payment of the applicable fees. All deliveries under this Agreement will be electronic. For the avoidance of doubt, you are responsible for installation of any Software, and you acknowledge that Ross Video has no further delivery obligation with respect to the Software after delivery of the license keys.
   2. Payment. You agree to pay all fees in accordance with each Order. Unless otherwise specified in your Order, you will pay the monthly service fee based on the number and type of Authorized Users using the Hosted Services, as specified on our website. All amounts are in United States dollars, unless otherwise indicated. All amounts are non-refundable, non-cancelable and non-creditable. In making payments, you acknowledge that you are not relying on future availability of any Products beyond the current Subscription Term or any Product upgrades or feature enhancements. If you add Authorized Users during your Subscription Term, we will charge you for the increased number of Authorized Users pursuant to the then-current applicable rates in your next billing cycle. Except as otherwise specified in your Order, you agree that we may bill your credit card for renewals, additional users, and unpaid fees, as applicable. If you purchase any Products through a Reseller, you owe payment to the Reseller as agreed between you and the Reseller, but you acknowledge that we may terminate your rights to use Products if we do not receive our corresponding payment from the Reseller.  
   3. Taxes. Your payments under this Agreement exclude any taxes or duties payable in respect of the Products in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Ross Video, you must pay to Ross Video the amount of such taxes or duties in addition to any fees owed under this Agreement. Notwithstanding the foregoing, you may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, you will have the right to provide to Ross Video any such exemption information, and Ross Video will use reasonable efforts to provide such invoicing documents as may enable you to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available. If you are required to withhold taxes by law from your payments to us, you must provide us with an official tax receipt or other appropriate documentation to support such withholding. If under the applicable tax legislation the Hosted Services are subject to local VAT and you are required to make a withholding of local VAT from amounts payable to us, the value of the Hosted Services calculated in accordance with the above procedure will be increased (grossed up) by you for the respective amount of local VAT and the grossed up amount will be regarded as a VAT inclusive price. Local VAT amount withheld from the VAT-inclusive price will be remitted to the applicable local tax entity by you and you will ensure that we receive payment for our services for the net amount as would otherwise be due (the VAT inclusive price less the local VAT withheld and remitted to applicable tax authority).
10. No-Charge Products. We may offer certain Products to you at no charge, including free accounts, trial use, and access to Beta Versions (as defined below) (“No-Charge Products”). Your use of No-Charge Products is subject to any additional terms that we specify and is only permitted for the period designated by us. You may not use No-Charge Products for competitive analysis or similar purposes. We may terminate your right to use No-Charge Products at any time and for any reason in our sole discretion, without liability to you. You understand that any pre-release and beta products we make available (“Beta Versions”) are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Products. We make no representation or warranty that any Beta Versions will ever be made generally available. In some circumstances, we may charge a fee in order to allow you to access Beta Versions, but the Beta Versions will still remain subject to this Section 10 (No-Charge Products). All information regarding the characteristics, features or performance of Beta Versions constitutes Ross Video’s Confidential Information (as defined below). To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to No-Charge Products, including any Support and Maintenance, warranty and indemnity obligations.
11. Restrictions. Except as otherwise expressly permitted in this Agreement, you will not and will not permit others to: (a) rent, lease, reproduce, copy, modify, adapt, create derivative works of, distribute, sell, license, sublicense, loan, transfer or provide access to the Products to a third party or grant a security interest in the Products, (b) use the Products for the benefit of any third party, (c) incorporate any Products into a product or service you provide to a third party, whether or not competitive with the Products, (d) create multiple accounts to simulate or act as a single account or otherwise access the Hosted Services in a manner intended to avoid incurring fees or circumvent mechanisms in the Products intended to limit your use, (e) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Products, except as permitted by law, (f) remove or obscure any proprietary or other notices contained in any Product, or (g) publicly disseminate information regarding the performance of the Products.
12. Your Development of Add-Ons.
    1. License to Developer Guides. From time to time, Ross Video may publish SDK’s or API’s and associated guidelines (“Developer Guides”) to allow you to develop plugins, extensions, add-ons or other software products or services that interoperate or are integrated with the Products (“Add-Ons”). You may distribute your Add-Ons to third parties, but only for those Products permitted by Ross Video, and only in accordance with the Developer Guides.
    2. Conditions to Development of Add-Ons. Notwithstanding anything in this Agreement to the contrary, Ross Video has no support, warranty, indemnification or other obligation or liability with respect to your Add-Ons or their combination, interaction or use with the Products. You shall indemnify, defend (at our option) and hold us harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim brought against us by a third party relating to your Add-Ons (including but not limited to any representations or warranties you make about your Add-Ons) or your breach of this Section.
13. Certifications and Audits. At our request, you agree to provide a signed certification that you are using all Products pursuant to the terms of this Agreement, including the Scope of Use. You agree to allow us, or our authorized agent, to audit your use of the Products. We will provide you with at least 10 days advance notice prior to the audit, and the audit will be conducted during normal business hours. We will bear all out-of-pocket costs that we incur for the audit, unless the audit reveals that you have exceeded the Scope of Use. You will provide reasonable assistance, cooperation, and access to relevant information in the course of any audit at your own cost. If you exceed your Scope of Use, we may invoice you for any past or ongoing excessive use, and you will pay the invoice promptly after receipt. We may suspend or terminate your use of the Hosted Services immediately upon written notice of non-compliance identified by such audit. These remedies are without prejudice to any other remedies available to Ross Video at law or equity or under this Agreement. To the extent we are obligated to do so, we may share audit results with certain of our third party licensors or assign the audit rights specified in this Section to such licensors.
14. Ownership and Feedback. Products are made available on a limited license or access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as “purchase” or “sale”. Ross Video and its licensors have and retain all right, title and interest, including all intellectual property rights, in and to the Products (including all No-Charge Products), their “look and feel”, any and all related or underlying technology, and any modifications or derivative works of the foregoing created by or for Ross Video, including without limitation as they may incorporate Feedback (as defined below) (“Ross Video Technology”). From time to time, you may choose to submit comments, information, questions, data, ideas, description of processes, or other information to Ross Video (“Feedback”). Ross Video may in connection with any of its products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information (as defined below), and nothing in this Agreement limits Ross Video’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
15. Confidentiality. Except as otherwise set forth in this Agreement, each party agrees that all information which is confidential in nature or that is treated as being confidential by a party or by any of its Affiliates and that is furnished or transferred by or on behalf of such party or its Affiliates, including all code, inventions, know-how, trade secrets, business, technical and financial information disclosed to such party (“Receiving Party”) by the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), whether or not marked as confidential, whether such information is or has been conveyed verbally or in written or other tangible form, and whether such information is acquired directly or indirectly such as in the course of discussions or other investigations by the Receiving Party. For greater certainty, Ross Video Technology and any performance information relating to the Products constitutes Confidential Information of Ross Video. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Receiving Party shall not copy or otherwise reproduce the Disclosing Party’s Confidential Information, or disseminate or otherwise communicate Confidential Information, in whole or in part, without the prior written consent of the Disclosing Party. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law. For the avoidance of doubt, this Section shall not operate as a separate warranty with respect to the operation of any Product.
16. Term and Termination. This Agreement is in effect for as long as you have a valid Subscription Term, unless sooner terminated as permitted in this Agreement. Either party may terminate this Agreement before the expiration of the Subscription Term if the other party materially breaches any of the terms of this Agreement and does not cure the breach within 30 days after written notice of the breach. Either party may also terminate the Agreement before the expiration of the Subscription Term if the other party ceases to operate, declares bankruptcy, or becomes insolvent or otherwise unable to meet its financial obligations. You may terminate this Agreement at any time with notice to Ross Video, but you will not be entitled to any credits or refunds as a result of convenience termination for prepaid but unused Software, Hosted Services subscriptions, or Support and Maintenance. Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise. We may terminate this Agreement at any time without liability to you. Once the Agreement terminates, you (and your Authorized Users) will no longer have any right to use or access any Products, or any information or materials that we make available to you under this Agreement, including Ross Video Confidential Information. You are required to delete any of the foregoing from your systems as applicable (including any third party systems operated on your behalf) and provide written certification to us that you have done so at our request. The following provisions will survive any termination or expiration of this Agreement: Sections 7.7(b) (Sensitive Data), 7.7(c) (Indemnity for Your Data), 2 (Payment), 9.3 (Taxes), 10 (No-Charge Products) (disclaimers and use restrictions only), 11 (Restrictions), 12.2 (Conditions to Development of Add-Ons), 13 (Certifications and Audits), 14 (Ownership and Feedback), 15 (Confidentiality), 16 (Term and Termination), 17.2 (Warranty Disclaimer), 18 (Limitation of Liability), 21 (Dispute Resolution), 22 (Export Restrictions), and 24 (General Provisions).
17. Warranty and Disclaimer.
    1. Due Authority.Each party represents and warrants that it has the legal power and authority to enter into this Agreement, and that, if you are an entity, this Agreement and each Order is entered into by an employee or agent of such party with all necessary authority to bind such party to the terms and conditions of this Agreement.
    2. Warranty Disclaimer. ALL PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ROSS VIDEO AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT OR TITLE OR FUNCTIONALITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OR IMPLIED CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW. ROSS VIDEO SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF ROSS VIDEO. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP YOUR DATA. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER ROSS VIDEO NOR ANY OF ITS THIRD PARTY SUPPLIERS MAKES ANY REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY PRODUCTS OR ANY CONTENT THEREIN OR GENERATED THEREWITH, OR THAT: (A) THE USE OF ANY PRODUCTS WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (B) THE PRODUCTS WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (C) THE PRODUCTS (OR ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PRODUCTS) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS); (D) ANY STORED DATA WILL BE ACCURATE OR RELIABLE OR THAT ANY STORED DATA WILL NOT BE LOST OR CORRUPTED; (E) ERRORS OR DEFECTS WILL BE CORRECTED; (F) THE PRODUCTS (OR ANY SERVER(S) THAT MAKE A HOSTED SERVICE AVAILABLE) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (G) THAT YOUR USE OF THE PRODUCTS OR ANY SERVICES WILL COMPLY WITH APPLICABLE LAWS.
18. Limitation of Liability. NEITHER PARTY (NOR ITS SUPPLIERS) SHALL BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR LOST PROFITS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. OUR AGGREGATE LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO US FOR PRODUCTS AND SUPPORT AND MAINTENANCE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, OUR AGGREGATE LIABILITY TO YOU IN RESPECT OF NO-CHARGE PRODUCTS SHALL BE USD $20. THIS SECTION 18 (LIMITATION OF LIABILITY) SHALL NOT APPLY TO (1) AMOUNTS OWED BY YOU UNDER ANY ORDERS, (2) YOUR INDEMNIFICATION OBLIGATIONS IN THIS AGREEMENT, OR (3) YOUR BREACH OF SECTION 11 (RESTRICTIONS). TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO SUPPLIERS OF ANY THIRD PARTY COMPONENTS INCLUDED IN THE PRODUCTS WILL BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER. The parties agree that the limitations specified in this Section 18 (Limitation of Liability) will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
19. Publicity Rights. We may identify you as a Ross Video customer in our list of customers, online or our promotional materials and may verbally reference you as a customer of the Hosted Services. You may request that we stop doing so by submitting an email to legal@rossvideo.cloud at any time. Please note that it may take us up to 30 days to process your request. You may identify yourself as a Ross Video customer online, in promotional materials or verbally, subject to any conditions that Ross Video may communicate from time to time. Ross Video reserves the right to require you to discontinue reference to Ross Video at any time, without liability to you. The foregoing does not constitute a license to use any trademark of Ross Video.
20. Improving Our Products. We are always striving to improve our Products. In order to do so, we need to measure, analyze, and aggregate how users interact with our Products, such as usage patterns and characteristics of our user base. We collect and use analytics data regarding the use of our Products as described in our Privacy Policy.
21. Dispute Resolution.
    1. Dispute Resolution; Arbitration. In the event of any controversy or claim arising out of or relating to this Agreement, the parties hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of 60 days, any unresolved controversy or claim arising out of or relating to this Agreement shall proceed to binding arbitration under the Rules of Arbitration of the International Chamber of Commerce. The parties shall seek to mutually appoint an arbitrator. If the parties cannot agree on a single arbitrator, then there shall be three (3) arbitrators: one selected by each party, and a third selected by the first two. Arbitration will take place in Ottawa, ON (Canada). All negotiations and arbitration proceedings pursuant to this Section will be confidential and treated as compromise and settlement negotiations for purposes of all similar rules and codes of evidence of applicable legislation and jurisdictions. The language of the arbitration shall be English.
    2. Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the applicable laws of the Province of Ontario, Canada, without giving effect to the principles of that Province relating to conflicts of laws. Each party irrevocably agrees that any legal action, suit or proceeding that is not otherwise subject to the arbitration provisions of Section 1 (Dispute Resolution; Arbitration) must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the Provincial or Federal court in Ottawa, Ontario, Canada, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in Ottawa, Ontario, Canada, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party. Notwithstanding the foregoing, Ross Video may bring a claim for equitable relief in any court with proper jurisdiction.
    3. Injunctive Relief; Enforcement. Notwithstanding the provisions of Section 1 (Dispute Resolution; Arbitration), nothing in this Agreement shall prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.
    4. Exclusion of UN Convention and UCITA. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement regardless of when or where adopted.
22. Export Restrictions. The Products may be subject to export restrictions by the United States and/or the Canadian government and import restrictions by certain foreign governments, and you agree to comply with all applicable export and import laws and regulations in your use of the Products. You shall not (and shall not allow any third-party to) remove or export from the United States and/or Canada or allow the export or re-export of any part of the Products or any direct product thereof: (a) into (or to a national or resident of) any country subject to sanctions embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals or anyone listed as a designated person under Canadian economic sanctions; (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license, permit or other governmental approval at the time of export or re-export without first obtaining such license, permit or approval; or (d) otherwise in violation of any export or import restrictions, laws or regulations of any United States, Canada or foreign agency or authority. You represent and warrant that (i) you are not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list and (ii) that none of Your Data is controlled under the US International Traffic in Arms Regulations. The Products are restricted from being used for the design or development of nuclear, chemical, or biological weapons or missile technology without the prior permission of the United States government.
23. Changes to this Agreement. We may update or modify this Agreement from time to time, including pricing and any referenced policies and other documents. If a revision meaningfully reduces your rights, we will use reasonable efforts to notify you (by, for example, sending an email to the billing or technical contact you designate in the applicable Order, through your Ross Video account, or in the Product itself). If we modify the Agreement during your Subscription Term or Support and Maintenance term, the modified version will be effective upon your next renewal of a Subscription Term. In this case, if you object to the updated Agreement, as your exclusive remedy, you may choose not to renew, including cancelling any terms set to auto-renew. With respect to No-Charge Products, accepting the updated Agreement is required for you to continue using the No-Charge Products. You may be required to click through the updated Agreement to show your acceptance. If you do not agree to the updated Agreement after it becomes effective, you will no longer have a right to use No-Charge Products. For the avoidance of doubt, any Order is subject to the version of the Agreement in effect at the time of the Order.
24. General Provisions. Any notice under this Agreement must be given in writing. We may provide notice to you via email or through your account. Our notices to you will be deemed given upon the first business day after we send it. You may provide notice to us by post to Ross Video Limited., 62 Auriga Drive, Ottawa, Ontario, Canada, K2E 7W6, Attn: Shawn Snider. Your notices to us will be deemed given upon our receipt. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency. You may not assign this Agreement without our prior written consent. We will not unreasonably withhold our consent if the assignee agrees to be bound by the terms and conditions of this Agreement. We may assign our rights and obligations under this Agreement (in whole or in part) without your consent and are thereby released from all liability under this Agreement. The Products are commercial computer software. If you are an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Products, or any related documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Products were developed fully at private expense. All other use is prohibited. This Agreement is the entire agreement between you and Ross Video relating to the Products and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Products or any other subject matter covered by this Agreement. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. This Agreement may not be modified or amended by you without our written agreement (which may be withheld in our complete discretion without any requirement to provide any explanation). As used herein, “including” (and its variants) means “including without limitation” (and its variants). No failure or delay by the injured party to this Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity. The parties are independent contractors. This Agreement shall not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give on party the express or implied right, power or authority to create any duty or obligation of the other party.