1. Use of Site Content

The Site may be used only as intended in connection with the purchase of Products.  Other than as expressly permitted in the next paragraph, Customer may not copy, reproduce, distribute, transmit, display, perform, publish, license, modify, translate, adapt, create derivative works from, transfer, sell or otherwise exploit the Site or any content, information, software (including without limitation any software components of the Products related to the Site), Products or Services obtained from the Site without TrueLook’s prior written consent. The Site and any software components of the Products related to the Site are not being sold , but are made available to Customer on a limited, software-as-a-service basis.

Notwithstanding the foregoing, unless and until  Services have been terminated in accordance with these Terms, TrueLook grants Customer a limited, non-exclusive, non-sublicensable and nontransferable right to (a) display the Site; (b) subject to any expressly stated restrictions or limitations relating to specific material, electronically copy material on the Site; (c) download and install the Application to a personal computer or smart phone or other mobile device that is compatible with the Application and is owned or otherwise controlled by Customer (each, a “Mobile Device”); (d) print hard copy portions of material from the Site; and (e) access, stream and use on any personal computer or Mobile Device any information made available in or otherwise accessible through the Site, in each case (i) strictly in accordance with these Terms and any other terms of use made available within the Site and (ii) solely for Customer’s own internal, noncommercial, lawful use. Violation of these Terms may subject Customer to damages and penalties under copyright and other laws.

You may not decompile, disassemble or reverse engineer the Site or any portion thereof, or attempt to gain unauthorized access to the Site, any portion thereof or any other computer systems or social media or mobile platforms through the Site.  You agree that you will not use the Site in any manner that could damage, disable, overburden or impair the Site or interfere with any other party’s use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

The Site may contain hyperlinks to web pages of third parties.  TrueLook will have no liability for the contents of such web pages and does not make representations about or endorse such web pages or their content.

The Site may publish additional terms and conditions applicable to its use, all of which are incorporated by reference in these Terms.  Prior to use of Products and Services, Customer agrees to review TrueLook policies posted on the Site.

2. Site Access

TrueLook may use automatic means (including, for example, cookies, web beacons or other identifiers) to collect information about Customer’s personal computer or Mobile Device and about Customer’s use of the Site. Certain personal information of users may be required as a condition to downloading, installing or using the Site or certain of its features or functionality, and the Site may provide users with opportunities to share personal information with others. Site users are responsible for maintaining the confidentiality of login identification and password information, and for restricting access to any personal computer or Mobile Device used to access the Site. Customer agrees to accept responsibility for all activities that occur under a registered login and password.

3. Intellectual Property

The Products, the Services and the Site contain copyrighted materials, trademarks and proprietary data, research and other information belonging to TrueLook or used with permission of licensors of TrueLook.  TrueLooks and its licensors own all right, title and interest in and to the Site, and all content and materials on the Site, including without limitation all text, photos, videos, graphics, art, user input, interfaces, features, functions, button icons, data compilations, software, code and materials, the design and organization of the Site, trademarks and logos, audio, sound recordings and video recordings.  Customer will retain ownership  of its photos, data, video recordings and other content associated with purchased Products, provided that TrueLook may restrict access and dispose of any such Customer content after Services are terminated.

Customer agrees to treat any non-public information provided by TrueLook as confidential, and will not use or disclose such information to any third party, except to the extent required by law

Customer grants TrueLook a non-exclusive, transferable, royalty-free, worldwide license to use, reproduce, modify, adapt, publish, create derivative works from, distribute, perform, promote and display any content from purchased Products and Services.  Customer will have the opportunity to opt out of this permission in writing.  Notwithstanding the foregoing, without Customer’s prior written approval, TrueLook will not sell, share or rent to third parties any personal, non-Product data, such as mobile photo uploads, imported files, usernames, email addresses or other contact information.  TrueLook and/or its vendors may use any anonymized and aggregated data that is derived from the processing of Customer data or access or use of Services, and any statistical or other analysis, information, or data derived from anonymized or aggregated data shall be the exclusive property of TrueLook. Customer agrees that TrueLook may refer to Customer as a customer of TrueLook in its sales and marketing materials.

TrueLook may provide Customer with TrueLook marketing content, at TrueLook’s expense, for Customer’s use within its reasonable discretion.  Customer will not (a) promote or market any Product in any manner that is inconsistent with the Product’s intended use or any other express written instructions provided by TrueLook; or (b) create, alter or use any TrueLook materials in any manner to which TrueLook objects.

TrueLook may use images, video, and other media content collected through its Site for the development, training, and enhancement of artificial intelligence (AI) and machine learning (ML) models as part of its products and services. Before any content or data is used for AI/ML purposes, it will be anonymized and aggregated to ensure that no personally identifiable information is included. The use of data will comply with applicable data protection laws, and personal data will be excluded from processing and handled according to TrueLook’s published privacy policy. Due to the nature of AI and ML, information generated by these features may occasionally be incorrect or inaccurate. AI/ML features are not human and should not replace human oversight. Content and usage data may also be used to enhance and improve TrueLook’s products and services, but only in compliance with these Terms.

TrueLook provides a Limited Product Warranty on its Products according to the terms published at https://www.truelook.com/warranty  (this “Limited Product Warranty”).

THIS LIMITED PRODUCT WARRANTY IS IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERFERENCE, SYSTEM INTEGRATION, INFORMATIONAL CONTENT OR DATA ACCURACY, ALL OF WHICH ARE EXPRESSLY DISCLAIMED BY TRUELOOK.  REPAIR OR REPLACEMENT AS PROVIDED UNDER THIS LIMITED PRODUCT WARRANTY IS THE CUSTOMER’S SOLE REMEDY. TRUELOOK WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND EXPENSES, INCLUDING DAMAGES OR INJURY TO PERSON OR PROPERTY, IN CONNECTION WITH ANY BREACH OF THIS LIMITED PRODUCT WARRANTY.  SOME STATES AND JURISDICTIONS MAY NOT ALLOW THESE LIMITATIONS ON WARRANTIES.  THIS LIMITED PRODUCT WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION.

Customer will use the Products in compliance with their intended use and any written instructions provided by TrueLook. Customer acknowledges that the Products are authorized for sale and use only within the United States and select countries outside the United States.

Each party will comply with all applicable laws and regulations related to its activities under these Terms.  Customer agrees that the Products and Services are designed to be used for general video recording of job site activities, and specifically shall not be used to gather any biometric identification information of persons on its premises.

Customer further acknowledges that (a) the detection of moving objects in the monitored area is not guaranteed, (b) weather conditions such as heavy rain or snow may affect detection accuracy, (c) being too close or too far from any given scene can affect accuracy, (d) video analytics do not cope well with high noise levels, low contrast or blurred objects, and cannot detect anything not visible in the image (if for example the whole scene is too dark) and therefore artificial lighting is always advisable for use of video analytics at night, (e) fast moving objects close to the camera may not be detected and slow moving objects far from the camera may not be detected, (f) the quality of video content analysis depends heavily on environmental conditions such as:  visibility conditions like day, night, fog or occluding objects; cameras on poles shaking due to wind; vegetation moving in the wind; reflections and shadows; or too many objects are in the field of view to be tracked in real time by the video analytics.

The security recording feature of TrueLook software is intended for capturing and storing footage locally on an SD card, allowing users to retrieve recordings as needed for specific incidents and legitimate purposes related to security, theft, burglary, trespassing, insurance disputes, accidents, training, and more. To ensure responsible use of the Service, TrueLook encourages Customers to exercise judgment and avoid excessive and unnecessary fetching of every recording. TrueLook reserves the right to implement measures to limit, throttle, or restrict access to the video fetching feature in cases of excessive abuse or violation of this policy.

Failure to adhere to these guidelines may result in restrictions or termination of access to the Service.

The live video feature provided by TrueLook is designed to offer users the ability to access real-time video footage on demand for legitimate purposes such as monitoring construction sites, overseeing projects, or ensuring security. To maintain the integrity and optimal performance of the Service, TrueLook live video is intended to be accessed when necessary and actively monitored live by authorized users. It may not be used for constant or uninterrupted streaming. Users are explicitly prohibited from employing media streamers, digital signage, specialized media center software, or any other mechanisms to continuously stream, display, or show live video without prior authorization. If there is a legitimate need for using such mechanisms or having a continuous live video stream, Customer must obtain written authorization from TrueLook and may incur additional terms, fees or limitations.

To ensure efficient and effective monitoring of job sites, TrueLook requires that Customers accurately manage and communicate their monitoring needs, particularly during periods when guards are on-site or when unscheduled work is taking place and camera location adjustments occur.

False Alarm Threshold: If a monitored job site triggers three or more false alarms within any given monitoring cycle, TrueLook reserves the right to temporarily pause monitoring services for the site until the beginning of the next monitoring period.  The monitoring cycle is defined as the next scheduled monitoring window.

Definition of False Alarms: A false alarm occurs when emergency services are contacted due to unadjusted monitoring hours, or when services are not paused during periods of on-site personnel, security guards, or unscheduled activities, resulting in unnecessary charges to TrueLook.

Reinstatement of Service: Monitoring will resume automatically at the start of the following monitoring cycle.

TrueLook reserves the right to review and charge Customers for excessive false alarm incidents beyond the initial three, where applicable, to cover the costs incurred due to repeated failure to follow monitoring procedures.

The monitoring Service provided by TrueLook and its third-party vendors necessarily involves the exercise of human discretion in identifying security issues and determining when and how to escalate perceived security situations.  Customer acknowledges that TrueLook is not an insurer and the Service is not capable of eliminating all security threats, and that neither TrueLook nor its third-party vendors will be responsible for any loss or damages that Customer or its officers, employees, invitees or agents may incur arising out of or related to any security threat or otherwise, except as expressly provided in these Terms.

Subject to limitations set forth in these Terms, TrueLook agrees to indemnify, hold harmless and defend Customer and its officers, directors, employees and agents against all claims, actions, suits, proceedings, liabilities, losses, damages, costs, or expenses of any kind, including attorneys’ fees and litigation expenses (together, “Losses”), arising out of or in connection with a breach by TrueLook of its express obligations or warranties under these Terms or any Procurement Documents.

Except for matters arising out of TrueLook’s obligations and warranties pursuant to these Terms, Customer shall indemnify, defend and hold TrueLook and its officers, directors, employees and agents harmless from and against all Losses arising in any manner out of or in connection with: (i) a breach by Customer of these Terms or the Procurement Documents; (ii) any other matter arising out of the conduct of Customer’s business or its use of Products and Services.

Each party shall give the other party prompt written notice of any claim pursuant to this section. Neither party shall settle any claim against the other without first obtaining the other’s prior written consent, which shall not be unreasonably withheld, delayed or conditioned.

CUSTOMER ACKNOWLEDGES AND AGREES THAT TRUELOOK WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR REPUTATIONAL DAMAGES ARISING IN CONNECTION WITH THESE TERMS OR ANY PROCUREMENT DOCUMENT, OR FOR LOSS OF PROFITS, REVENUE, TIME, OPPORTUNITY OR DATA, REGARDLESS OF THE FORM OF ACTION OR BASIS OF THE CLAIM, AND REGARDLESS OF WHETHER TRUELOOK IS OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

WITH RESPECT TO ANY MONITORING SERVICES (“Monitoring Service”) OFFERED BY TRUELOOK OR ITS VENDORS: to the maximum extent permitted by law, TrueLook shall not be liable whether in contract, tort or otherwise, for any loss, damage or expense of any kind whatsoever, consequential or otherwise, arising out of or in connection with the operation, non-operation or faulty operation of the Monitoring Service, the communication path or the monitoring station, howsoever caused, or arising by reason of any failure of TrueLook to respond to any conditions arising at the monitored property requiring action by TrueLook or its vendors (“Alarm Conditions”), or from any other cause, whether or not such act, omission or neglect on the part of TrueLook, its vendors, employees or agents, amounts to a fundamental breach of this Agreement.  TrueLook and its vendors shall have no liability arising out of any incidents involving a failure, delay or refusal to respond to an Alarm Condition on the part of any law enforcement, emergency services, first responders, or other persons or any other party.

Monitoring Services MAY require an alarm permit from your local municipality to provide a police response. Information provided by TrueLook regarding the requirements for obtaining an alarm permit may not always be up-to-date or accurate due to changes in websites, local ordinances, or regulations. Customer is responsible to confirm the current regulations and procedures for obtaining an alarm permit with local municipalities or law enforcement offices, and compliance with all applicable laws and regulations. Many municipalities will not dispatch police if a permit is not on file. If this occurs, TrueLook recommends confirming the site intrusion via Live Feed and contact local police directly to dispatch as a 911 call. Monitoring Services are intended for use on closed and non-publicly accessible work sites. TrueLook does not guarantee the capture of all events which can vary based on the site conditions, lighting, layout, and other factors. Monitoring Services are primarily designed to be a detection aid alongside other security measures such as adequate lighting, fencing, locks, motion sensors, etc., that Customer is responsible for maintaining. Customer is responsible for paying any fines resulting from false alarms.

In the event TrueLook refers a third party to provide any services to Customer, such as installation or repair services, Customer acknowledges and agrees that such services are being provided by a third-party independent contractor and that TrueLook’s role is solely to coordinate such services for Customer. Customer agrees that TrueLook shall have no liability with respect to the contractual obligations or the acts or omissions of independent service providers.

TRUELOOK’S ENTIRE LIABILITY, AND CUSTOMER’S EXCLUSIVE REMEDY, FOR DAMAGES OR LOSSES INCURRED BY CUSTOMER FROM ANY CAUSE, REGARDLESS OF THE FORM OF ACTION, ARISING UNDER THESE TERMS OR ANY PROCUREMENT DOCUMENT, OR OTHERWISE RELATED HERETO OR THERETO, INCLUDING, WITHOUT LIMITATION, LOSSES TO PERSONS (INCLUDING PERSONAL INJURY OR DEATH) AND PROPERTY, WILL NOT EXCEED THE PRICE PAID BY CUSTOMER FOR THE PRODUCT THAT IS THE BASIS FOR THE CLAIM.

THE FOREGOING LIMITATION OF LIABILITY AND REMEDY LIMITATION REPRESENTS THE AGREED ALLOCATION OF RISK BETWEEN THE PARTIES COMMENSURATE WITH THE TERMS OF AGREEMENT BETWEEN THE PARTIES AND TRUELOOK’S PRICING OF PRODUCTS AND SERVICES, AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.  CUSTOMER ACKNOWLEDGES THAT TRUELOOK WOULD NOT HAVE SOLD PRODUCTS AND SERVICES TO CUSTOMER WITHOUT THE FOREGOING LIMITATION OF LIABILITY AND REMEDY LIMITATION.

No agency, partnership, joint venture, employment, or franchise relationship is intended or created by these Terms.  These Terms are governed by the laws of the State of North Carolina, United States, without regard to its conflict-of-law provisions, and each party agrees and submits to the personal and exclusive jurisdiction of the state and federal courts of Forsyth County, North Carolina.  If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in such provision, and the other provisions of the Terms will remain in full force and effect.  The prevailing party in any proceeding related to the subject matter of these Terms shall be entitled to recover from the non-prevailing party reasonable attorney fees and court costs incurred in connection with the proceeding.  No change or modification of any of the provisions of these Terms or any Procurement Document will be effective unless it is in writing and signed by a duly authorized representative of each party. Customer will not, without the written consent of TrueLook, assign or transfer these Terms or any Procurement Document or any rights or obligations hereunder or thereunder. TrueLook may assign or transfer these Terms or any Procurement Document to any affiliate or to an entity acquiring majority ownership of TrueLook’s business by merger, sale of assets, or otherwise. Any attempted assignment in violation of the foregoing will be null and void.