Bluvision, Inc. (“Bluvision” d/b/a SSI America, Inc.), and “we”, “our”, or “us” in these terms) maintains a platform that enables the interconnection and communication of devices and data services (the “Bluvision Platform”). Our goal is to empower you – our developers – to build new and innovative user experiences that leverage and enhance Bluvision products.

These Developer Terms of Service (these “Terms”) include quality and functional rules, and other legal terms, that we require all developers to accept and implement as a condition of accessing and using our application programming interfaces (“API” or the “Bluvision API”) and any documentation, materials, code, data, and other materials made available to you by Bluvision (collectively with the Bluvision API, the “Bluvision Developer Materials”) to develop a client for use in connection with the Bluvision Platform (“Client”). These Terms help us ensure that our consumer data and experience is protected. They also help us maintain the quality and reliability of Bluvision products and services as well as the overall ecosystem. If you use the Bluvision API as an interface to, or in conjunction with, other Bluvision products and services, then the terms of those products and services also apply to you and your end users.

Have fun! We’re looking forward to seeing what you create!

I. Account and Registration

Creating an Account. You need to use a current Bluvision account or create a new Bluvision account in order to use the Bluvision SDK or API and other Bluvision Developer Materials. Prior to formal approval of your request to create a Bluvision account, you will have to verify your contact information via email. Bluvision may withhold approval of your account for any reason. It’s your responsibility to keep your password, account credentials, and accounts secure. You should notify Bluvision immediately (http://contact.bluvison.com) if any unauthorized use, or suspected unauthorized use, of your Bluvision account occurs or if any other breach of security occurs. Bluvision is not liable for any loss or damage arising from your failure to comply with these requirements.

Registration. You will be required to provide certain information (e.g., your contact details, description of your product or service, your targeted number of users, etc.) as part of the registration process to access the Bluvision SDK or API or as part of your continued use of the Bluvision API. You agree you will update your registration information so that it is always accurate.

Accepting these Terms. You may use the Bluvision SDK, API BluZone™ cloud server platform(s) and other Bluvision Developer Materials only if you can form a binding contract with Bluvision, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.

You represent that you are 18 years of age or over, have the authority and capacity to accept these Terms, and agree to be bound by these Terms. If you open a Bluvision account on behalf of a company, organization, or other entity, then (i) “you” includes you and that entity, and (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf.

Subsidiaries and Affiliates. You agree that Bluvision subsidiaries and affiliates may provide the Bluvision Developer Materials to you on behalf of Bluvision and these Terms will govern your relationship with these companies. A company is an “affiliate” of another company if it directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the other company.

II. Use of Bluvision Developer Materials

Right to Access and Use of Bluvision Developer Materials. Subject to these Terms, Bluvision grants you a limited, revocable, non-transferable, non-exclusive, right (without the right to sublicense) to access and use the Bluvision Developer Materials, solely to the extent necessary for you to create a Client that operates with the Bluvision Platform and not products, components, or services that are competitive with the Bluvision Platform.

Permitted Access. You may access and use the Bluvision SDK, API and other Bluvision Developer Materials only as expressly permitted by the means described in the documentation or instructions Bluvision provides. You will not misrepresent or mask either your identity or your Client’s identity when using the Bluvision API.

API Calls. Bluvision may set limits on the number of API calls that you can make in the interest of service stability and creating the best experience for users. If you exceed these limits, Bluvision may throttle your activity or cease offering you access to the Bluvision API altogether in Bluvision’s sole discretion. You agree to such limitations and will not attempt to circumvent such limitations.

SDK License Agreement. BY DOWNLOADING AND INSTALLING THE SDK, CLIENT and/or LICENSEE (i) CONFIRMS THAT IT HAS READ AND UNDERSTOOD THE TERMS AND CONDITIONS BELOW; AND (ii) AGREES TO BE BOUND BY THIS AGREEMENT.

BY DOWNLOADING AND INSTALLING THE SDK, LICENSEE FURTHER AGREES THAT (i) THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE SDK RIGHTS AND LIABILITY BETWEEN LICENSEE AND BLUVISION IN RELATION TO LICENSEE’S USE OF THE SDK; AND (ii) THIS AGREEMENT SUPERSEDES ALL PRIOR COMMUNICATIONS (BOTH ORAL AND WRITTEN), STATEMENTS IN MARKETING, ADVERTISING, OR ANY OTHER COMMUNICATION BETWEEN LICENSEE AND BLUVISION CONCERNING THE SDK.

Grant of license to SDK. During the term of this Agreement, Bluvision grants Licensee a limited, worldwide, royalty-free, non-assignable and non-exclusive license to use the SDK (including the Software Components) to develop Applications that process data from Bluvision hardware and software. Licensee may not copy (except for backup purposes), modify, adapt, decompile, reverse engineer, disassemble, or create derivative works of the SDK or any part thereof (including the Software Components).

Grant of SDK sub-licensing rights. During the term of this Agreement, Bluvision designates Licensee as non-exclusive sub-licensor for the Software Components. The right to sublicense (directly or indirectly through appointed resellers or distributors) the Software Components is non-transferable and applies solely to the sub-licensing of the Software Components in machine-readable object code version to End Users licensing the Application. For greater clarity it is noted that Licensee may not sub-license the SDK.

Terms and Conditions Regarding the SDK Software Components. No support of the Software Components. Bluvision is not obliged to support Client/Licensee regarding the use of the SDK or the Software Components unless a separate maintenance and support agreement between Bluvision and Licensee has been entered into.

Specific SDK Obligations of Licensee. Licensee shall see to it that (i) Bluvision’s Trademarks are displayed and presented in the Application including trademarks for bluvision™, blufi™, bluzone™, and beeks™; and (ii) that each End User accepts the End User license terms and conditions (“End User Terms”) with respect to the Software Components set out hereto.

SDK Ownership. Except for licenses and rights explicitly granted herein to Licensee, Bluvision retains all right, title and interest in and to the Bluvision Materials, and all patents, copyrights, Trademarks, trade names, trade secrets and other proprietary rights in or related to the Bluvision Materials, whether or not specifically recognized or perfected under the laws of the country in which the Bluvision Materials are located. Nothing contained in this Agreement shall be construed to transfer any rights in or to the Bluvision Materials or Bluvision’s patents other than as explicitly set forth in this Agreement.

SDK Reverse Engineering. Client and/or Licensee agrees not to, or to allow any third party to, disassemble, decompile or otherwise reverse engineer the Software Components.

SDK Non-Infringing Use. Licensee shall not combine, incorporate, utilize, or distribute copies of the Software Components with or in connection with any product or system which, alone or in combination with such copies, infringes any other person’s or entity’s intellectual property rights.

SDK Ownership. Licensee acknowledges and agrees that the Software Components, its associated documentation are licensed, not sold. Licensee agrees that Bluvision is the sole and exclusive owner of all rights, title and interest, including all intellectual property rights, in and to the Software Components including any components, corrections, Updates, derivative works and associated documentation thereof, and will not contest such ownership. Except for the rights expressly enumerated herein, Licensee is not granted any rights in any intellectual property rights of Bluvision. Licensee acknowledges that certain portions of the SDK may contain open source software to which Bluvision makes no claim of ownership.

No Bluvision SDK indemnification. SINCE BLUVISION GRANTS LICENSEE THE RIGHT TO USE THE SDK AND TO SUB-LICENSE THE SOFTWARE COMPONENTS FOR FREE, BLUVISION MAKES NO REPRESENTATION OR WARRANTY ON NON-INFRINGEMENT AND BLUVISION WILL NOT DEFEND AND HOLD LICENSEE, LICENSEE’S AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, HARMLESS FROM ANY CLAIM FROM A THIRD PARTY THAT THE SDK OR THE SOFTWARE COMPONENTS INFRINGES ON ANY PATENT, TRADE SECRET OR COPYRIGHT.

SDK Client and/or Licensee shall indemnify and hold harmless Bluvision, and each of their officers, directors, employees, agents and affiliates from and against any and all damages, losses, and liabilities of Bluvision indemnitees and all costs and expenses, including attorneys’ fees, incurred by Bluvision indemnitees in defending against or settling any claim by a third party, including but not limited to any claim based on personal injury, property damage, or product liability, which arises from any cause or event which is attributable to:

(a) any use, possession, or distribution of the Software Components by Licensee, Licensee’s distributors, or any third party that uses the Software Components and/or any information derived therefrom as a result of the licenses granted to Licensee hereunder;
(b) Licensee’s failure to perform or comply with any term of this Agreement; or
(c) End-User’s failure to comply with the End-User Terms.

SDK Survival of obligations. The following obligations will survive termination of the Agreement for any reason: (i) all obligations relating to protection of proprietary rights; (ii) all obligations regarding access of records; and (iii) all provisions regarding the limitations of warranty, remedy and liability.

Open Source Software. Some of the software required by or included with the Bluvision API may be offered under an open source license. Open source software licenses constitute separate written agreements. To the limited extent the open source software license expressly supersedes the Terms, the open source license instead sets forth your agreement with Bluvision for the applicable open source software.

Monitoring. Bluvision may monitor the use of the Bluvision Developer Materials to ensure quality, improve Bluvision products and services, or verify your compliance with these Terms. You will not interfere with such monitoring.

Compliance with Law. You will use the Bluvision API and other Bluvision Developer Materials only as permitted by law (including without limitation laws regarding the import or export of data or software, privacy, or local laws). You will not use the Bluvision API or other Bluvision Developer Materials to encourage or promote illegal activity. You also will require end users to comply with applicable laws and these Terms. You will not knowingly enable end users to violate applicable laws or these Terms.

III. Prohibitions

When using the Bluvision SDK, API and other Bluvision Developer Materials, unless otherwise approved in writing by Bluvision, you will not:

1. Implement functionality that interferes with the core functionality of Bluvision products or services.
2. Offer or advertise a Client that provides emergency response, notification services, life-safety, or other critical use services that require notifications to be provided without interruption.
3. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
4. Upload, post, transmit or otherwise make available any inappropriate, defamatory, obscene, or unlawful content.
5. Create a Client that functions substantially the same as the Bluvision SDK or API or other Bluvision Developer Materials and offer it for use by third parties.
6. Perform an action with the intent of introducing to Bluvision products and services any viruses, worms, defects, Trojan horses, malware or any items of a destructive nature.
7. Access or control any customer accounts or any devices linked to any customer accounts in a manner that could cause harm, damage, or loss to any end user or customer of Bluvision, or otherwise harm, defame, abuse, harass, stalk or threaten others or allow or encourage any third party to do so.
8. Use the Bluvision API to process or store any data that is subject to the International Traffic in Arms Regulations maintained by the Department of State.
In addition, you will not (i) interfere with or disrupt the Bluvision API or the servers or networks providing the Bluvision API; (ii) tamper with the security of any of the hardware, software or networks used by Bluvision to make the Bluvision Developer Materials available or tamper with any customer accounts; (iii) disable, circumvent or avoid any security device, mechanism, protocol or procedure established by Bluvision; or (iv) permit others to do any of the foregoing.

IV. Clients

Information. You agree you will provide accurate and up-to-date customer-facing information and justifications on your Client.

Investigation and Suspension/Termination. Bluvision reserves the right to investigate any Client for compliance with these Terms. Such investigations may include Bluvision accessing and using your Client, for example to identify stability or security issues that could affect Bluvision or its customers. You consent to any such investigation. Bluvision may immediately suspend or terminate access to the Bluvision API or other Bluvision Developer Materials by you or your Client without notice if we determine, in our sole discretion, that you are in violation of these Terms.

V. Security and Privacy

Security. You will use all reasonable efforts to protect Customer Data (as defined below) collected by your Client, including without limitation any personally identifiable information (PII), from unauthorized access or use. In the event your systems or infrastructure that are used for storage, processing or hosting Customer Data are breached or compromised, or if Customer Data is inadvertently exposed to non-authorized third parties, you shall notify Bluvision promptly at http://contact.nest.com of such a breach or exposure and provide all available information, including root cause analysis, remediation steps and compensating controls to ensure such a breach does not occur in the future. You are responsible for providing customer notification under the state breach notification statutes and any other applicable privacy laws and you will bear the costs incurred by you and Bluvision resulting from your breach or exposure. You acknowledge that you are solely responsible for any personal injury or property damage arising from or relating to your use of any Bluvision Developer Materials or any authorized or unauthorized use of your Client.

Privacy and PII. “Customer Data” means any and all technical information, PII, device usage information, or other information derived from access to or use of any of the Bluvision API and other Bluvision Developer Materials, including but not limited to data acquired from or through the Bluvision API that relates to any end users of any Bluvision products and services or pertains to use of any Bluvision products and services by such end users. You agree that you are solely responsible for obtaining all required consents from end users in connection with any use of your Clients and the Bluvision Developer Materials (including the Bluvision API), which consent shall be compliant with all applicable data protection legislation and other privacy laws, rules, and regulations. Without limiting the foregoing, before collecting any Customer Data or other information from end users of your Client, you must provide adequate notice of what Customer Data and other information you collect and how it will be used and/or shared and obtain any necessary consents. You and your Client will comply with all privacy laws and regulations (including those applying to PII) in connection with your access and use of the Bluvision Developer Materials and Bluvision Platform. You will provide and adhere to a privacy policy for your Client that: (i) complies with all applicable laws, rules, and regulations, (ii) is conspicuously displayed to all end users of your Client, and (iii) clearly and accurately describes to end users of your Client what data and user information you collect (such as PII, login information, etc.) and how you use and share such information (including for advertising) with Bluvision and third parties. If a user requests of you or Bluvision to have any Customer Data that may be considered PII under any law, rule, or regulation throughout the world deleted, you agree to promptly honor the user’s or Bluvision’s request and to delete all such data and information from your servers and other assets, including back-ups, to the extent reasonably possible, or to anonymize all user data so it cannot be tied back to a user’s identity.

VI. Ownership and License

Your Clients. Bluvision does not acquire ownership in your Client by your use of the Bluvision SDK, API or other Bluvision Developer Materials. You represent and warrant that you have the necessary rights to provide all content you use in connection with the Bluvision API or your Client and to grant all necessary licenses.

Bluvision Developer Materials and Customer Data. By using the Bluvision API and Bluvision Developer Materials, you do not acquire ownership of any rights in the Bluvision API, other Bluvision Developer Materials, the Bluvision Platform, or any data, content or information that is transmitted or accessed through the Bluvision API, including without limitation, any Customer Data.

The Bluvision Developer Materials and Bluvision Platform are protected by United States intellectual property laws, including without limitation copyright laws, and international treaty provisions. You will not remove or alter any proprietary notices or marks on the Bluvision Developer Materials. You will not reverse engineer or attempt to extract the source code from the Bluvision API, other Bluvision Developer Materials, or any related software, except to the extent that this restriction is expressly prohibited by applicable law and then in such case, the information derived shall be maintained in strict confidence. You also will not sublicense, lease, rent, loan, distribute, sell, transfer or make available the Bluvision API or other Bluvision Developer Materials to any third party except as specifically permitted by these Terms. Bluvision Developer Materials are licensed and not sold. Bluvision reserves all rights not expressly granted in these Terms.

If we receive any feedback, suggestions, ideas, reports, or other information relating to any Bluvision Developer Materials or any Bluvision products or services, Bluvision and its subsidiaries and affiliates may use such information without obligation to you. By using the Bluvision API, you agree that Bluvision and its subsidiaries and affiliates can use submitted information in accordance with Bluvision’s privacy policies.

Updates to the Bluvision API. We reserve the right to modify or update the Bluvision Developer Materials and Bluvision Platform at any time, for any reason, and without notice to you, though we will try to provide as much prior notice as possible. If Bluvision makes updates, revisions, breaking changes or in any way modifies the Bluvision API or other Bluvision Developer Materials, you agree to make changes to your Client to ensure continued service for your end users. We may add or remove functionalities or features at our discretion, and we do not guarantee that your Client will function with any future or modified versions of any Bluvision Developer Materials or the Bluvision Platform. Clients that are not updated in response to changes in the Bluvision API must be taken down immediately and you agree to provide notice to end users of the takedown.

VII. Branding and Attribution

Bluvision Brand. Except where expressly stated, these Terms do not grant either party any right, title or interest in or to the other party’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (collectively, “Branding”). You agree to contact marketing@bluvison.com for advance review and pre-approval when using any Bluvision Branding. Any use by you of Bluvision’s Branding (including any goodwill associated therewith) will inure to the benefit of Bluvision.

Publicity. You will not make any statement regarding your use of the Bluvision SDKor API that suggests partnership with, sponsorship by or endorsement by Bluvision without Bluvision’s prior written approval.

Promotional and Marketing Use. In the course of promoting, marketing, or demonstrating the Bluvision API, Bluvision Developer Materials, Bluvision Platform and Bluvision products, Bluvision may produce, distribute and use depictions, screenshots, video, or other content from your Client, and may use your company or product name and logos. You hereby grant Bluvision all necessary rights for these purposes.

VIII. Termination

Termination. You may stop using the Bluvision SDK or API at any time with or without notice. Further, if you want to terminate these Terms, you must provide Bluvision with 30 days prior written notice and, subject to the post-termination obligations and the surviving provisions set forth in these Terms, upon the expiration of such 30-day period, these Terms will terminate.

Without limiting any other right or remedy of Bluvision hereunder, Bluvision shall have the right to immediately terminate these Terms and/or suspend or terminate access to the Bluvision SDK, API or other Bluvision Developer Materials by you or your Client without liability or other obligation to you and without notice.

Your Obligations Post-Termination. Upon any termination or expiration of these Terms or discontinuation of your access to the Bluvision API, you must immediately cease all use of any Bluvision Developer Materials and Bluvision Branding and delete all copies thereof. You also immediately will stop collecting any information from users and will delete all information (including Customer Data) obtained via the Bluvision API or other Bluvision Developer Materials. Upon Bluvision’s request, you will provide Bluvision with written confirmation that all Customer Data has been deleted and communicate to end users that your Client is no longer available.

Surviving Provisions. When these terms come to an end, those terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to: Sections III, V, VI, VIII, IX, X, and XI.

IX. Liability

WARRANTIES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE NEST APIS AND OTHER NEST DEVELOPER MATERIALS IS AT YOUR SOLE RISK AND THAT THE BLUVISON SDK, API AND OTHER BLUVISION DEVELOPER MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. NONE OF BLUVISON OR ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SUPPLIERS OR DISTRIBUTORS MAKES ANY SPECIFIC PROMISES ABOUT THE BLUVISON API OR OTHER BLUVISON DEVELOPER MATERIALS. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE QUALITY OF THE BLUVISON DEVELOPER MATERIALS OR THE CONTENT ACCESSED THROUGH THE BLUVISON APIS, THEIR RELIABILITY, AVAILABILITY OR ABILITY TO MEET YOUR NEEDS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BLUVISON AND ITS SUBSIDIARIES AND AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

You acknowledge that the Bluvision SDK, API and other Bluvision Developer Materials may allow you to control Bluvision devices and software or gain access to certain information, which may impact the safety of Bluvision customers and end users of Bluvision’s products and services. Depending on how you use the Bluvision SDK, API and other Bluvision Developer Materials, you could harm persons or damage or destroy Bluvision devices or the homes and personal property of end users. In using the Bluvision SDK, API and other Bluvision Developer Materials, you must take steps to design and test your Clients to ensure that your Clients do not present risks of personal injury or death, property damage, or other losses. You must implement all reasonable security measures to ensure that no third party may gain unauthorized access to any Customer Data or Bluvision product and service. You must design your Client so that any failure of any security measure included in your Client, the Bluvision Platform, and/or any Bluvision product or service does not cause personal injury, death, property damage, or other losses. If you choose to use the Bluvision SDK, API and other Bluvision Developer Materials, you assume all risk that your use of the Bluvision SDK, API and other Bluvision Developer Materials causes any damage, harm, injury, or loss, including without limitation to the end users of your Client or other Bluvision customers or end users. You agree that you are solely responsible for any damage, harm, injury, or loss arising from or relating to your Client or your use of the Bluvision SDK, API and other Bluvision Developer Materials and you agree to hold Bluvision and its subsidiaries and affiliates harmless from all such damage, harm, injury, or loss.

LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BLUVISON, AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SUPPLIERS AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF BLUVISON, AND ITS SUBSIDIARIES, AFFILIATES, SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIM UNDER THESE TERMS, INCLUDING FOR ANY WARRANTIES THAT MAY NOT LEGALLY BE EXCLUDED, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE BLUVISON API AND BLUVISON DEVELOPER MATERIALS DURING THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY OR $5.00, WHICHEVER IS GREATER.

Indemnification. You agree to hold harmless and indemnify Bluvision, and its subsidiaries, affiliates, officers, agents, and employees, or partners, from and against any third-party claim arising from or in any way related to:

1. your breach of any of the provisions of these Terms;
2. any personal injury or property damage arising from or relating to your use of the Bluvision Developer Materials or any authorized or unauthorized use of your Client;
3. any infringement, misappropriation or other violation of any intellectual property or proprietary right, right of privacy, right of publicity or other right by you, your Client or any use of your Client by you or any third party ; or
4. any violation of any law, rule, or regulation by your Client or any use of your Client by you or any third party, including without limitation any liability, cost or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature.

X. Other Legal Terms and Conditions

Bluvision DMCA Policy. We provide information to help copyright holders manage their intellectual property online, but we can’t determine whether something is being used legally or not without their input. We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act. If you think somebody is violating your copyrights and want to notify us, please contact us.

Independent Development. Provided there is no infringement of your intellectual property rights, these Terms do not impair the rights of Bluvision or its subsidiaries and affiliates to develop, manufacture, purchase, use or market, directly or indirectly, alone or with others, products or services competitive with those offered by you.

Confidential Information. Our communications to you and the Bluvision Developer Materials may contain Bluvision confidential information. If you receive any materials or communications that are marked confidential or that would normally be considered confidential under the circumstances, then you will not disclose it to any third party without Bluvision’s prior written consent. Bluvision confidential information does not include information that you already rightfully knew, that becomes public through no fault of your own, that you independently developed, or that was lawfully given to you by a third party. You may disclose Bluvision confidential information when compelled to do so by law if you provide us reasonable prior notice, unless a court orders that we not receive notice.

Modification. We may modify these Terms from time to time, so please check back to see the latest applicable version on-line and in our developer portal. You agree that your continued use of the Bluvision Developer Materials constitutes acceptance of the modified terms.

General Legal Terms. These Terms control the relationship between Bluvision, and its subsidiaries and affiliates, and you. They do not create any third party beneficiary rights. No waiver of any term of these Terms shall constitute a further or continuing waiver of such term or any other term, and Bluvision’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. You may not assign these Terms, in whole or in part, without our prior written consent. Bluvision may assign these Terms without restriction. Any assignment in violation of this section is null and void. These Terms, together with any amendments and any additional agreements you may enter into with Bluvision in connection with the Bluvision Developer Materials, shall constitute the entire agreement between you and Bluvision concerning the Bluvision Developer Materials. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. The laws of Florida, U.S.A., excluding Florida’s choice of law rules, will apply to any disputes arising out of or related to these terms or the services. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF AN ENTITY WHOSE PRINCIPAL PLACE OF BUSINESS IS LOCATED IN THE UNITED STATES OR YOU ARE ENTERING INTO THESE TERMS AS AN INDIVIDUAL AND YOU RESIDE IN THE UNITED STATES OF AMERICA, YOU EXPRESSLY AGREE THAT ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF MIAMI/DADE or BROWARD COUNTY, FLORIDA, USA, AND YOU AND BLUVISION CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.

If you are entering into these Terms on behalf of an entity whose principal place of business is located outside of the United States or you are entering into these Terms as an individual and you reside in any jurisdiction other than the United States of America, any dispute, controversy or claim arising out of or related to these Terms, or the interpretation, performance or enforcement of these Terms shall be referred to and be finally settled in accordance with the Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”), without recourse to the ordinary courts of law. The arbitral panel shall determine the rights and obligations of the parties in accordance with the substantive laws of the State of California, USA without regard to any conflicts of law principles. Any procedural issues not resolved by these Terms or the ICC Rules shall be governed by the laws of the United States. The seat, or legal place, of arbitration shall be in Broward County, Florida (United States). The language to be used in the arbitral proceedings shall be English. Judgment on an award may be entered by any court of competent jurisdiction. No arbitration proceeding will include class action arbitration. Notwithstanding anything to the contrary stated herein, nothing in these Terms shall restrict either party’s right to seek or obtain temporary or permanent injunctive relief in any court of competent jurisdiction.