Revision Date: 3/04/2025
These Monitoring Services Terms and Conditions (these “Terms”) are a binding agreement between Blue Eye Corporation, a Delaware corporation, with its principal place of business at 15 W South Temple, Suite 800, Salt Lake City, UT 84101 (“Blue Eye”), and the person, company or other entity that has purchased Monitoring Services (defined below) from Reseller (“Subscriber”). Blue Eye and Subscriber may be referred to herein individually as a “Party” and collectively as the “Parties.”
Subscriber has entered into an agreement (the “Reseller Agreement”) to purchase or otherwise receive Monitoring Services from an authorized Blue Eye reseller (“Reseller”). These Terms set forth the terms and conditions pursuant to which Blue Eye agrees to provide such Monitoring Services to Subscriber on Reseller’s behalf. By using the Monitoring Services, Subscriber agrees to be bound by these Terms. If Subscriber does not agree to these Terms, Subscriber is not authorized to and may not use the Monitoring Services.
1. Definitions.
(A) “Affiliate” means an entity in which a Party owns or controls, directly or indirectly, more than fifty percent (50%) of such entity’s voting securities.
(B)“Blue Eye Parties” means, collectively, Blue Eye and its subcontractors, assignees, agents, employees, subsidiaries and Affiliates. Each of the foregoing Blue Eye Parties may be referred to individually as a “Blue Eye Party.” For the avoidance of doubt, Reseller is not a Blue Eye Party.
(C) “Equipment” means security cameras and related equipment required or used in connection with the Monitoring Services.
(D) “Monitoring Schedule” means the days and times during which Blue Eye will provide monitoring services at a Site
(E) “Monitoring Services” means remote monitoring of Security Feeds performed by Blue Eye. Monitoring Services may be “Exterior,” “Interior,” or “Mobile.”
(i) “Exterior” services are Monitoring Services provided with respect to Security Feeds from Equipment permanently installed on the exterior of a building.
(ii) “Interior” services are Monitoring Services provided with respect to Security Feeds from Equipment permanently installed on the interior of a building.
(iii) “Mobile” services are Monitoring Services provided with respect to Security Feeds from Equipment temporarily installed at the Site; for example, on trailers.
(F) “Response Protocols” means the response protocols Blue Eye will follow in response to alerts and other triggering events at a Site, including but not limited to efforts to notify the proper authorities or other persons.
(G) “Site” means a building or property owned or controlled by Subscriber and at which Blue Eye provides Monitoring Services.
(H) “Security Feed” means live security camera footage captured by Equipment and transmitted to Blue Eye.
2. Services.
Subject to these Terms, Provider shall provide Subscriber with Monitoring Services as instructed by Reseller.
2.1. Subscriber acknowledges and agrees that Blue Eye has no obligation to Subscriber other than to provide the Monitoring Services in accordance with these Terms. Reseller, and not Blue Eye, shall be responsible for determining the following and, where applicable, notifying Blye Eye of the same:
(a) The address of or any other information identifying each Site at which Blue Eye will perform Monitoring Services;
(b) The specific Monitoring Services (e.g., Exterior, Interior, and/or Mobile) Blue Eye will provide at each Site;
(c) Fees, billing intervals, and all related payment terms;
(d) The date upon which the Monitoring Services will commence at each Site and any terms regarding the renewal thereof;
(e) The Response Protocols for each Site; and
(f) The Monitoring Schedule for each Site.
2.2. IF THERE IS ANY CONFLICT BETWEEN THESE TERMS AND THE RESELLER AGREEMENT OR ANY OTHER AGREEMENT BETWEEN RESELLER AND SUBSCRIBER (INCLUDING ANY STATEMENT OF WORK OR SIMILAR DOCUMENT), THESE TERMS SHALL CONTROL.
2.3. Subscriber acknowledges that the Monitoring Services are subject to the influence of external events which are not within the control of Blue Eye and which may trigger Response Protocols, even if no event has occurred which threatens the security of a Site. Such occurrences shall not be construed as improper provision of the Monitoring Services, nor shall any or all of such occurrences excuse any of the obligations of Subscriber as set forth in these Terms.
2.4. Subscriber acknowledges that Blue Eye employees and contractors (“personnel”) engaged in providing video incident triage services and other Monitoring Services may be located outside of the United States, in countries including but not limited to Cambodia. Subscriber hereby consents to Blue Eye’s engagement of such personnel, including any cross-border transfers of Security Feeds and other information necessary for such engagement.
3. Equipment.
3.1. Subscriber shall provide all Equipment necessary for Blue Eye to provide the Monitoring Services, and shall ensure such Equipment meets any specifications established by Blue Eye. Subscriber shall provide high-speed internet and shall transmit Security Feeds to Blue Eye. Transmissions of Security Feeds and maintenance of Equipment, internet service and other equipment located on the Site shall be the sole responsibility of Subscriber. Blue Eye will use commercially reasonable efforts to notify Subscriber promptly if Blue Eye detects a problem with the Security Feeds or Equipment, but Blue will not be liable for any failure to detect or notify Subscriber of any such problem.
3.2. Subscriber shall maintain Equipment in proper working order at all times and, except for reasonable routine maintenance, shall not tamper with, disturb, move, remove, or otherwise interfere with Equipment or Security Feeds, or allow any third party to do the same. Blue Eye shall not be obligated to furnish maintenance or repair services nor be liable under these Terms for repairs to, replacement of, or additions to Equipment.
3.3. Blue Eye shall not be responsible for the transmission of Security Feeds from Equipment and, without limiting the foregoing, does not represent or warrant that transmissions of Security Feeds from a Site or Equipment will not be interrupted, circumvented, or compromised. Blue Eye shall not be liable and does not assume any liability for delay or operation of Equipment, internet service, cellular and/or radio frequency, or other potential methods communication methods, regardless of the reason.
3.4. SUBSCRIBER ACKNOWLEDGES THAT IF EQUIPMENT OR ANY INTERNET SERVICE, TELEPHONE SERVICE, OR OTHER TRANSMISSION SERVICE IS INTERRUPTED, DISCONNECTED, MODIFIED, OR OTHERWISE NOT PROPERLY FUNCTIONING FOR ANY REASON, OR IF EQUIPMENT DOES NOT OR IS UNABLE TO SEND SECURITY FEEDS FOR ANY REASON, BLUE EYE (OR ITS CONTRACTORS) WILL NOT BE ABLE TO PROVIDE THE MONITORING SERVICES AND WILL NOT BE HELD RESPONSIBLE FOR ANY RESULTING FAILURE TO PERFORM THE MONITORING SERVICES. Subscriber acknowledges and agrees that Blue Eye shall not be liable for the activation, interruption, operation, or non-operation of Equipment, internet service, telephone or cellular transmissions, equipment or service, or any other similar matter.
4. Reseller Agreement.
Subscriber acknowledges that no Blue Eye Party is a party to, nor is any Blue Eye Party responsible or liable for, the Reseller Agreement or Reseller’s performance of its obligations thereunder. Subscriber hereby releases, discharges, and agrees to hold the Blue Eye Parties harmless from any and all claims, liabilities, damages, losses or expenses, arising from or relating to Reseller or the Reseller Agreement.
5. Limitation of Liability.
5.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER BLUE EYE NOR ANY OTHER BLUE EYE PARTY IS AN INSURER. INSURANCE, IF ANY, SHALL BE OBTAINED BY AND SHALL BE THE SOLE RESPONSIBILITY OF SUBSCRIBER. SUBSCRIBER SHALL LOOK EXCLUSIVELY TO SUBSCRIBER’S INSURER TO RECOVER FOR INJURY OR DAMAGE IN THE EVENT OF ANY LOSS OR INJURY AND RELEASES AND WAIVES, ON BEHALF OF ITSELF AND ITS INSURER, ALL RIGHT OF RECOVERY AGAINST BLUE EYE ARISING BY WAY OF SUBROGATION.
5.2. SUBSCRIBER ACKNOWLEDGES AND AGREES THAT IT IS IMPRACTICAL AND EXTREMELY DIFFICULT TO DETERMINE THE ACTUAL DAMAGES, IF ANY, WHICH MAY PROXIMATELY RESULT FROM FAILURE ON THE PART OF BLUE EYE TO PERFORM ANY OF ITS OBLIGATIONS HEREUNDER. SUBSCRIBER THEREFORE AGREES THAT IF BLUE EYE SHOULD BE FOUND LIABLE FOR LOSS, DAMAGE, OR INJURY DUE TO A FAILURE OF THE MONITORING SERVICES OR ANY OTHER SERVICES IN ANY RESPECT, BLUE EYE’S LIABILITY SHALL BE LIMITED TO FIVE HUNDRED DOLLARS ($500.00).
5.3. THIS SECTION 5 SHALL APPLY TO ANY LOSS, DAMAGE, OR INJURY, IRRESPECTIVE OF CAUSE OR ORIGIN, WHICH RESULTS DIRECTLY OR INDIRECTLY TO ANY PERSON OR PROPERTY FROM BLUE EYE’S OR ITS SUBCONTRACTORS’ PERFORMANCE OR NONPERFORMANCE OF OBLIGATIONS IMPOSED BY THESE TERMS OR FROM THE NEGLIGENCE, ACTIVE, PASSIVE OR OTHERWISE, STRICT LIABILITY, BREACH OF WARRANTY OR ANY OTHER ALLEGED FAULT.
6. Indemnification.
Subscriber shall indemnify, defend and hold the Blue Eye Parties harmless from any claims, actions, losses, liabilities, damages and expenses (including attorney’s fees and court costs) made, assessed or awarded against any Blue Eye Party: (a) arising out of or in connection with Subscriber’s use of any of Equipment or the Monitoring Services; or (b) arising out of or in connection with a breach of any of Subscriber’s representations, warranties or other obligations set forth in these Terms. Further, in the event any person not a party to these Terms shall make any claim or file any lawsuit against any Blue Eye Party, in any way relating to Equipment or the Monitoring Services, including for failure of the Monitoring Services in any respect, Subscriber agrees to defend, indemnify and hold such Blue Eye Party harmless from any and all such claims and lawsuits, including the payment of all damages, expenses, costs, and attorneys’ fees. These obligations shall survive the expiration or termination of these Terms and shall apply even if such claim or lawsuit arises out of negligence, gross negligence, failure to perform, strict liability, breach of warranty, failure to comply with any applicable law or other fault. Subscriber hereby releases, discharges and agrees to hold the Blue Eye Parties harmless from any and all claims, liabilities, damages, losses or expenses, arising from or caused by any hazard covered by insurance in or on the Site whether said claims are made by Subscriber, its agents or insurance company or other parties claiming under or through Subscriber. Subscriber agrees to defend and hold the Blue Eye Parties harmless from, and indemnify the Blue Eye Parties against, any action or subrogation which may be brought against any Blue Eye Party by any insurer or insurance company or its agents or assigns, including the payment of all damages, expenses, costs and attorney’s fees. Subscriber shall notify its insurance carrier of the terms of this provision.
7. Third Party Products and Services.
The Monitoring Services rely on, interoperate with and/or incorporate certain third-party products and services, including but not limited to Reseller’s products and services. These third-party products and services are beyond Blue Eye’s control, but their operation may impact or be impacted by the use and reliability of the Monitoring Services. Subscriber acknowledges and agrees that: (i) the use and availability of the Monitoring Services is dependent on third-party product vendors and service providers; (ii) these third-party products and services may not operate in a reliable manner and may impact the way that the Monitoring Services operate, or may be impacted by the Monitoring Services; and (iii) Blue Eye is not responsible for damages and losses arising from or related to these third-party products and services. BLUE EYE HEREBY DISCLAIMS AND SUBSCRIBER HEREBY DISCHARGES, WAIVES AND RELEASES BLUE EYE AND ITS LICENSORS AND SUPPLIERS FROM ANY PAST, PRESENT, AND FUTURE CLAIMS, LIABILITIES, AND DAMAGES, KNOWN OR UNKNOWN, ARISING OUT OF OR RELATING TO SUBSCRIBER’S INTERACTIONS WITH SUCH THIRD PARTIES AND THEIR PRODUCTS AND SERVICES.
8. Recording.
Subscriber acknowledges that Blue Eye will listen to and record video and/or audio related to monitored activity at each Site as well as conversations that Subscriber, its employees, invitees and/or any other person at each Site has with Blue Eye or its subcontractors or emergency services providers and law enforcement personnel. Subscriber agrees and consents for itself and its employees, agents, customers, guests, invitees and licensees to the aforementioned actions regarding video and communications and that Blue Eye shall have no liability pertaining thereto. Subscriber agrees to take all necessary actions to inform its employees, agents, customers, guests, invitees and licensees of the listening, viewing and recording of communications and video as aforementioned, and agrees to indemnify Blue Eye against any claims related to the listening, viewing or recording of communications and video. Subscriber understands that privacy cannot be guaranteed on telephone, cable and computer systems and that Blue Eye shall not be liable for any claims, loss, damages or costs which may result from any lack of privacy experienced. Subscriber consents to Blue Eye’s use of Subscriber’s information about Subscriber and the Site to administer the Monitoring Services and to provide such information to emergency services providers or law enforcement personnel.
9. Representations and Warranties.
Subscriber represents and warrants to Blue Eye that (a) Subscriber owns each Site and/or has authority to locate Equipment on the Site; (b) Subscriber will comply with all laws, codes and regulations pertaining to Equipment and the Monitoring Services; (c) these Terms has been duly and validly accepted and agreed to by Subscriber and constitute the legal, valid and binding obligation of Subscriber, enforceable against Subscriber in accordance with the terms hereof; (d) Subscriber is duly organized, validly existing and in good standing under the laws of the state of its incorporation/organization, and has full power and authority to execute, deliver and perform its obligations under these Terms; (e) Subscriber’s acceptance of these Terms and consummation of its obligations hereunder will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule or regulation to which Subscriber is subject, (ii) any order, judgment or decree applicable to Subscriber or binding upon its assets or properties, (iii) any provision of the charter or other organizational documents of Subscriber, or (iv) any agreement or other instrument applicable to Subscriber or binding upon its assets or properties; and (f) no consent, approval or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by Subscriber in connection with the execution, delivery and performance of these Terms or the taking by Subscriber of any other action contemplated hereby.
10. Disclaimer of Warranties.
TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT AS OTHERWISE UNAMBIGUOUSLY AND EXPRESSLY SET FORTH IN THESE TERMS, BLUE EYE DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, OF ANY KIND INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT IN RELATION TO OR ARISING OUT OF THESE TERMS, INCLUDING, WITHOUT LIMITATION, AS TO THE MONITORING SERVICES. WITHOUT LIMITING THE FOREGOING, BLUE EYE SPECIFICALLY DISCLAIMS ANY WARRANTY THAT MONITORING SERVICES WILL BE UNINTERRUPTED, SECURE, COMPLETE OR ERROR-FREE. SUBSCRIBER ACKNOWLEDGES THAT, WHILE BLUE EYE USES REASONABLE EFFORTS TO PROVIDE THE MONITORING SERVICES, THE PROVISION THEREOF INVOLVES THE POSSIBILITY OF HUMAN AND MACHINE ERRORS, DELAYS, INTERRUPTIONS AND LOSSES. BLUE EYE DOES NOT MAKE ANY GUARANTY OR WARRANTY THAT THE MONITORING SERVICES WILL AVERT, DETECT OR PREVENT FIRE, BURGLARY, PROPERTY DAMAGE, BODILY INJURY OR OTHER OCCURRENCES THE MONITORING SERVICES ARE DESIGNED TO DETECT.
11. Term and Termination.
11.1. Term. These Terms shall be effective upon acceptance by Subscriber and shall remain effective until terminated pursuant to this Section 11 (the “Term”).
11.2. Termination for Cause. IF SUBSCRIBER FAILS TO OBTAIN, MAINTAIN, PROVIDE, AND/OR UPDATE ANY REQUIRED LICENSE OR PERMIT, BLUE EYE MAY TERMINATE THESE TERMS AND THE MONITORING SERVICES IMMEDIATELY AND WITHOUT NOTICE TO SUBSCRIBER. In addition, Blue Eye may terminate these Terms and the Monitoring Services immediately upon notice to Subscriber if:
(a) Subscriber breaches any provision of these Terms;
(b) Blue Eye determines, in its sole discretion, that it has received an excessive number of false alarms, or that Subscriber caused any false alarm intentionally or through its gross negligence, recklessness, or willful misconduct;
(c) Subscriber (i) makes a general assignment for the benefit of creditors; (ii) appoints or has appointed a receiver to take charge of all or part of its property; (iii) admits in writing its inability to pay its debts generally as they mature; (iv) commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it; (v) otherwise substantially ceases its business operations; (vi) takes any action for the purpose of effecting any of the foregoing; or (vii) commences proceedings for the appointment of a receiver, trustee, liquidator or custodian of Subscriber or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to Subscriber or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within sixty (60) days of commencement.
11.3. Termination by Reseller. Blue Eye will terminate these Terms and/or its provision of the Monitoring Services at any Site immediately and without notice to Subscriber if instructed by Reseller to do so. Blue Eye shall not be liable for any termination of these Terms pursuant to Reseller’s instructions, or any loss or damage arising out of the same.
11.4. Suspension. In addition to any other rights set forth in this Section 11, Blue Eye (a) may, in its discretion, suspend its provision of the Monitoring Services if Subscriber breaches any provision of these Terms; and (b) will suspend its provision of the Monitoring Services if Reseller instructs Blue Eye to do so.
11.5. Other Remedies. Blue Eye’s suspension or termination of Monitoring Services pursuant to this Section 11 or any other provision of these Terms shall not affect Blue Eye’s right to recover damages from Subscriber, or any other remedy available to Blue Eye at law or equity.
11.6. Effect of Termination. Upon termination of these Terms, Blue Eye shall immediately cease providing the Monitoring Services. Notwithstanding any termination of these Terms, all rights and obligations that by their nature are intended to survive such termination will survive.
12. Governing Law; Venue.
These Terms shall be governed by and construed in accordance with the laws of the State of Utah without regard to its choice of law principles. The state and federal courts located in Salt Lake County, Utah shall have the sole and exclusive jurisdiction over any claims or actions arising out of or related to these Terms, and Subscriber hereby consents to personal jurisdiction of such courts.
13. Assignment; Subcontractors; Successors and Assigns.
These Terms may not be transferred or assigned by Subscriber without the express written consent of Blue Eye. Any purported transfer or assignment in contravention of this Section 13 shall be null and void. Blue Eye shall have the right to assign these Terms (in whole or in part) without notice to Subscriber or to any other person or entity. Blue Eye shall have the right to delegate any or all of its duties hereunder to subcontractors in its sole discretion. These Terms shall inure to the benefit of and be binding on the Parties and their respective successors and permitted assigns. Other than Blue Eye and its Affiliates, which shall be intended third party beneficiaries of all of the rights of Blue Eye set forth herein, no person shall be a third-party beneficiary of these Terms.
14. Publicity.
Neither Party may use the other Party’s trademarks, service marks, trade names, logos or other commercial or product designations (collectively, “Marks”) in any publication, advertisement or public announcement without the other Party’s prior written consent. Notwithstanding the foregoing, Blue Eye may refer to Subscriber by name in Blue Eye’s customer listings. Blue Eye may also place Subscriber’s name and logo on Blue Eye’s web site and in marketing materials relating to Blue Eye’s products and services. Blue Eye may also request Subscriber’s permission to use Subscriber and agreed representatives of Subscriber as contactable references in Blue Eye’s negotiations with potential customers and other third parties, and Subscriber shall not unreasonably withhold or delay such permission.
15. Attorneys’ Fees, Costs, and Expenses.
In any action, proceeding, or dispute, with or without litigation, arising out of these Terms or the transactions contemplated hereby, the successful Party therein (regardless of whether the matter is pursued to judgment or is voluntarily dismissed) shall be entitled to recover from the other Party thereto the reasonable attorneys’ and paralegals’ fees, court costs, filing fees, publication costs and all other expenses incurred by the successful Party in connection therewith, at trial and all appellate proceedings, and in all bankruptcy, administrative, and similar proceedings.
16. Severability; Construction.
If any provision of these Terms conflicts with governing law or if any provision is held to be null, void or otherwise ineffective or invalid by a court of competent jurisdiction: (a) such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law; and (b) the remaining terms, provisions, covenants and restrictions of these Terms shall remain in full force and effect. These Terms have been reviewed by the Parties and their respective counsel and will be interpreted fairly in accordance with the terms hereof and without any strict construction in favor of or against either Party. The headings of the sections and subsections of these Terms are inserted for convenience only and shall not be deemed to constitute part of these Terms or to affect the construction hereof.
17. Remedies.
The Parties agree that, notwithstanding any other provision of these Terms, the non-breaching Party shall be entitled to seek equitable relief to protect its interests, including but not limited to preliminary and permanent injunctive relief, as well as money damages. Nothing stated herein shall be construed to limit any other remedies available to the Parties.
18. Force Majeure.
Neither Party shall be in breach or otherwise liable for events beyond the Party’s control (other than events that could have been avoided or prevented by commercially reasonable foresight, planning or implementation), including, but not limited to, an act of God, fire, earthquake, flood or other natural disasters, power failures, acts of government or acts of any third party. Each Party experiencing any of the foregoing shall promptly notify the other Party of the nature and expected duration thereof, if known.
19. No Waiver.
The failure of either Party to enforce at any time any of the provisions of these Terms shall not be deemed to be a waiver of the right of either Party thereafter to enforce any such provisions.
20. Need for Writing.
Neither Reseller nor any employee, agent, representative, or Affiliate of Blue Eye has authority to bind Blue Eye to any oral representation, warranty, covenant or other obligation concerning the Monitoring Services or any other matters related to these Terms. Any such representation, warranty, covenant or other obligation not expressly contained in these Terms will not be enforceable. RESELLER HAS NO AUTHORITY TO MODIFY THESE TERMS, AND ANY PURPORTED MODIFICATION BY RESELLER SHALL BE NULL AND VOID.
21. Independent Contractors.
Nothing in these Terms will be construed to create a joint venture, partnership or an agency relationship between the parties. Neither Party has the authority, without the other Party’s prior written approval, to bind or commit the other Party in any way.
22. Entire Agreement; Amendment.
These Terms contain the entire understanding of the Parties with respect to their subject matter and supersedes all previous agreements, understandings, discussions and negotiations between the parties with respect to such subject matter, whether written or oral. Both Parties acknowledge having read these Terms, understand these Terms, and agree to be bound thereby. Except as otherwise provided herein, no modification of or amendment to these Terms, nor any waiver of any rights under these Terms, will be effective unless in writing signed by the Party against whom it is to be enforced.
23. Jury Trial Waiver.
BOTH PARTIES HEREBY WAIVE ANY RIGHTS TO A JURY TRIAL IN ANY JUDICIAL ACTION BROUGHT BY EITHER PARTY WHICH RELATES IN ANY WAY TO THESE TERMS, WHETHER BASED UPON CONTRACT, NEGLIGENCE, OR OTHERWISE.
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