BlueSpot.VIP End User Access Agreement
5/11/2023
This BlueSpot.VIP End User Access Agreement (this “Agreement”) is a binding contract between you (“Reporter,” “you,” or “your”) and Century Corporation (“Provider,” “we,” or “us”). This Agreement governs your access to and use of the BlueSpot computer software application and service.
THIS AGREEMENT TAKES EFFECT WHEN YOU CHECK THE “I AGREE" BOX BELOW OR BY ACCESSING OR USING THE BLUESPOT SERVICES (the “Effective Date”). BY CHECKING THE “I AGREE” BOX BELOW OR BY ACCESSING OR USING THE BLUESPOT.VIP SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; AND (B) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.
IF YOU DO NOT AGREE TO AND ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE BLUESPOT.VIP SERVICES.
1. Definitions.
(a) “Provider IP” means the Services, the Documentation, and any and all intellectual property provided to Reporter or any Authorized User in connection with the foregoing.
(b) “Reporter” means any person or entity that accesses the Services pursuant to the BlueSpot.VIP End User Access Agreement (the form of which is attached as Exhibit A to this Agreement).
(c) “Reporter Data” means any images, geographic information, metadata, or other data or information in any form or medium now known or hereafter discovered that a Reporter using the Services submits via the Services.
(d) “Services” means the “BlueSpot.VIP” Law Enforcement Violations System software-as-a-service offering.
(e) “Third-Party Products” means any third-party products provided with or incorporated into the Services.
2. Access and Use.
(a) Provision of Access. Subject to and conditioned your compliance with terms and conditions of this Agreement, Provider hereby grants you a revocable, non-exclusive, non-transferable, limited right to access and use the Services during the Term, solely for use by you in accordance with the terms and conditions herein. Such use is limited to your personal use. Provider shall provide the necessary passwords and network links or connections to allow you to access the Services.
(b) Use Restrictions. You shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Services, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services; or (v) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
(c) Reservation of Rights. Provider reserves all rights not expressly granted to you in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP.
(d) Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend your access to any portion or all of the Services at any time for any reason or for no reason.
3. Confidential Information. The Provider IP is considered confidential and proprietary information of Provider (“Confidential Information”). You shall not disclose the disclosing Party's Confidential Information to any person or entity. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
4. Intellectual Property Ownership; Feedback.
(a) Provider IP. You acknowledge that Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.
(b) Reporter Data. To the extent you claim any rights or ownership in any Reporter Data you provide to Provider as you use the Services, you hereby assign and transfer all right, title, and interest in and to the Reporter Data to Provider. If for any reason the Reporter Data is incapable of being assigned and transferred to Provider, then you grant to Provider a non-exclusive, royalty-free, transferable, worldwide license (with the right to sublicense) to reproduce, distribute, and otherwise use and display the Reporter Data and perform all acts with respect to Reporter Data as may be necessary for Provider to provide and license the Services.
5. Warranty Disclaimer. THE PROVIDER IP AND THE SERVICES ARE PROVIDED “AS IS” AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
6. Limitations of Liability. IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES
7. Privacy. In order to operate and provide the Service, Provider may collect certain information about you, including but not limited to Reporter Data and technical and telemetry data related to your use of the Service. We may use third party service providers to help us collect and analyze this data.
8. Consent to Electronic Communications and Solicitation. By accessing the Services you authorize Provider to send you (including via email and push notifications) information regarding the Service, such as: (a) notices about your use of the Service and the, including notices of violations of use; (b) updates to the Service and new features or products; and (c) promotional information and materials regarding Provider’s products and services.
9. Miscellaneous.
(a) Entire Agreement. This Agreement, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
(b) Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Alabama without regard to principles of conflicts of law.