Terms and Conditions

Terms of Use Version Date: April 2023.  These terms of use (these “Terms”) govern your access to and use of the Teledyne FLIR  Ignite cloud services and Apps (such as: FLIR ONE, K-series camera configurator, FLIR Camera Updater, Home and Car Inspect Apps), as well as any fixes, updates or upgrades to the services (together the “Services”). These Terms are incorporated into the overall Teledyne  FLIR Terms and Conditions – Sales available at https://www.flir.com/corporate/reseller-and-customer-information/ (“Terms of Sale” these Terms and the Terms of Sales are collectively referred to as the “Agreement”). The Agreement is an agreement between Teledyne FLIR Commercial Systems, Inc. (together with its affiliates and subsidiaries, “Teledyne FLIR,” “we,” “us,” or “our”) and you or the entity you represent (“you”). If there is a conflict between these Terms and the Terms of Sale, these Terms will be first in order of precedence, and will prevail over the Terms of Sale.

THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK AN “I ACCEPT” BUTTON OR CHECK BOX PRESENTED WITH THESE TERMS OR, IF EARLIER, WHEN YOU USE ANY OF THE SERVICES (THE “EFFECTIVE DATE”). BY CLICKING THE "I ACCEPT" BUTTON OR BY OTHERWISE ACCESSING OR USING ANY PART OF THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED, AND YOU AGREE TO BE BOUND BY, THE TERMS OF THE AGREEMENT AND Teledyne FLIR'S PRIVACY POLICY located at https://www.teledyne.com/privacy-policy (THE ”PRIVACY POLICY”) which is incorporated herein by reference. YOU REPRESENT TO US THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR). IN ADDITION, IF YOU ARE ENTERING INTO THIS AGREEMENT FOR AN ENTITY, SUCH AS THE COMPANY YOU WORK FOR, YOU REPRESENT TO US THAT YOU HAVE LEGAL AUTHORITY TO ACT ON BEHALF OF AND BIND THAT ENTITY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE ANY PART OF THE SERVICE.

Please see Section 14 for definitions of certain capitalized terms used in this Agreement.

  1. Use of Service Offerings

1.1 Generally.

You may access and use the Service Offerings in accordance with this Agreement. Service Level Agreements may apply to certain Service Offerings. You will adhere to all laws, rules, and regulations applicable to your use of the Service Offerings, including the Agreement and the Policies.  We reserve the right to alter or discontinue the Services, in whole or in part, at any time in our sole discretion.

While using any of our Services you agree not to:

  • Defame, abuse, harass, stalk, threaten or otherwise violate the rights of others, including, without limitation, others' privacy rights or rights of publicity;
  • Impersonate any person or entity or use any fraudulent, misleading or inaccurate email address or other contact information;
  • Restrict or inhibit any other user from using any of our Services, including, without limitation, by means of "hacking" or defacing any portion our Services;
  • Violate any applicable laws or regulations;
  • Upload to, transmit through, or display on any of our Services (a) any material that is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes our or any third party's intellectual property or other rights; (b) any confidential, proprietary or trade secret information of any third party; or (c) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or other unsolicited commercial communication (except as otherwise expressly permitted by us);
  • Engage in spamming;
  • Transmit any software or other materials that contain any viruses, worms, trojan horses, defects, or other destructive items;
  • Modify, adapt, translate, distribute, reverse engineer, decompile or disassemble any portion of our Services;
  • Remove any copyright, trademark or other proprietary rights notices contained in or displayed on any portion of our Services;
  • Display any nudity or obscene content or images;
  • Upload photographs of people who have not given permission for their photographs to be uploaded to a share site; or
  • Post objectionable material, such as material containing hate or malicious content or offers for adult services, or material inciting or advocating terrorism or violence.

If you fail to comply with the above rules, such failure will constitute a violation of these Terms, and in addition to any other rights or remedies we may have, we may immediately terminate your access to and use of our Services.

Some features of our Services may enable you to send and receive transmissions. You acknowledge that we have no responsibility or liability for any transmissions, and/or any content included in such transmissions, sent or received by you. We reserve the right, in our sole discretion and at any time, to set limits on the number and size of any transmissions sent by or received through our Services and/or the amount of storage space available for transmissions or for any feature made available through our website.

1.2 Your Account.

To access and use the Services, and except for FLIR ONE, you must create an account associated with a valid e-mail address by going through the registration process made available at www.flir.com. You can access FLIR Ignite from a browser on your desktop, tablet, or mobile device at ignite.flir.com. To create a FLIR Ignite account, go to ignite.flir.com.

In order to create an account, you must be at least 18 years of age.  You must complete the registration process by providing us with information that is (and you must ensure it remains) current, complete and accurate (such as your name, email address, country), and you will then be required to create a password for the account. If you are an End User who has been authorized to access an account established by an entity, you understand and acknowledge that all of Your Content in the account may be shared and viewed by other End Users of such entity. You are solely responsible for (a) protecting your account username and password; and (b) any and all activities that occur under of through your account, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents) and, except to the extent caused by our breach of this Agreement, we are not responsible for unauthorized access to your account. You will notify us immediately if you become aware of, or suspect, any security breach, you believe an unauthorized third party may be using your account or if your account information is lost or stolen. If you allow a third party to access your account on your behalf, you are responsible for ensuring that such third party has consented to, and abides by, these Terms. You may terminate your account and this Agreement at any time in accordance with Section 7.

1.3 Third Party Content

Third Party Content, such as software applications provided by third parties, may be made available directly to you by other companies or individuals under separate terms and conditions, including separate fees and charges. We have not tested or screened the Third Party Content. We have no control over and are not responsible for (a) the content and operation of such Third Party Content, or (b) the privacy or other practices of such Third Party Content. The fact that our Services direct you to such Third Party Content does not indicate any approval or endorsement of any such Third Party Content. We direct you to such Third Party Content only as a convenience.

Other sites may provide links to our Services with or without our authorization. We do not endorse such sites, and are not and will not be responsible or liable for any links from those sites to our Services, any content, advertising, products or other materials available on or through such other sites, or any loss or damages incurred in connection therewith.

YOU AGREE THAT YOUR USE OF THIRD PARTY SITES, SOFTWARE AND SERVICES INCLUDING, WITHOUT LIMITATION, YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH SITES, SOFTWARE AND SERVICES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH SITES, SOFTWARE AND SERVICES.

We will have the right, at any time and in our sole discretion, to block links to our Services without prior notice.

  1. Changes

2.1 Services

We may change, discontinue, or deprecate the Service Offerings (including the Service Offerings as a whole) or change or remove features or functionality of the Service Offerings from time to time. We will notify you of any material change to or discontinuation of the Service Offerings.

2.2 APIs

We may change, discontinue or deprecate any APIs for the Services from time to time but will use commercially reasonable efforts to continue supporting the previous version of any API changed, discontinued, or deprecated for 12 months after the change, discontinuation, or deprecation (except if doing so (a) would pose a security or intellectual property issue, (b) is economically or technically burdensome, or (c) is needed to comply with the law or requests of governmental entities).

2.3 Service Level Agreements.

We may change, discontinue or add Service Level Agreements from time to time in accordance with Section 12.

3 Security and Data Privacy

3.1 Data Privacy.

We will not access or use Your Content except as necessary to maintain, provide or improve the Service Offerings, including enhancements or development work associated with our products, or as necessary to comply with the law or a binding order of a governmental body. We will not (a) disclose Your Content to any government or third party or (b) move Your Content; except in each case as necessary to comply with the law or a binding order of a governmental body. Unless it would violate the law or a binding order of a governmental body, we will give you notice of any legal requirement or order referred to in this Section 3.2. We will only use your Account Information in accordance with the Privacy Policy. The Privacy Policy does not apply to Your Content.  If you are located in the European Union, you may have certain additional rights as indicated in Exhibit A of these Terms.

3.2 Service Attributes

To provide billing and administration services, we may process Service Attributes in the region(s) where you use the Service Offerings and the regions in the United States. To provide you with support services initiated by you and investigate fraud, abuse or violations of this Agreement, we may process Service Attributes where we maintain our support and investigation personnel.

  1. Your Responsibilities

4.1 Your Content

You are solely responsible for the development, content, operation, maintenance, and use of Your Content and your account, regardless of whether the activities are authorized by you or undertaken by you, your employees or a third party (including your contractors, agents or End Users), and we are not responsible for unauthorized access to our service on your device or to your account. For example, you are solely responsible for:

  • (a) the technical operation of Your Content, including ensuring that calls you make to any Service are compatible with then-current APIs for that Service
  • (b) compliance of Your Content with the Policies and the law
  • (c) any claims relating to Your Content and account; and
  • (d) properly handling and processing notices sent to you (or any of your affiliates) by any person claiming that Your Content violate such person’s rights, including notices pursuant to the Digital Millennium Copyright Act.

Your Content is further subject to the following terms and conditions:

  • You will retain ownership of Your Content, and you grant us and our designees a worldwide, non-exclusive, transferable, royalty-free, perpetual, irrevocable right and license, with right of sublicense (through multiple tiers), to use, reproduce, distribute (through multiple tiers) and create derivative works of Your Content to allow us to maintain, provide or improve the Service Offerings, including but not limited to, enhancements or development work associated with our products.
  • You represent and warrant that Your Content does not and will not infringe, misappropriate, use or disclose without authorization or otherwise violate any copyright, trade secret right or other intellectual property or other property right of any third party, and that Your Content is not unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable.
  • You agree to indemnify and hold us, our directors, officers, shareholders, employees, contractors, agents, representatives, affiliates, and third party users harmless from and against any and all claims, causes of action, liabilities, damages, losses, expenses and costs (including, without limitation, attorneys' fees) that arise directly or indirectly out of or from: (i) your violation of these Terms, the Agreement or other terms of use with us, any representation or warranty contained herein or therein or any applicable law; (ii) Your Content; (iii) your activities in connection with obtaining any products or services from us, or (iv) any activity related to access to or use of our service on your device or of your account by you or any other person.
  • Any of Your Content that violates these Terms may be removed from the Services; provided, however, that we have no obligation to remove Your Content in response to user reports or requests. We are not responsible for, and will have no liability for, the removal, non-removal or loss of any Your Content from the Services.

4.2 Other Security and Backup

You are responsible for properly configuring and using the Service Offerings and taking your own steps to maintain appropriate security, protection and backup of Your Content, which may include the use of encryption technology to protect Your Content from unauthorized access and routine archiving Your Content. Services Offerings log-in credentials and private keys generated by the Services are for your internal use only and you may not sell, transfer or sublicense them to any other entity or person, except that you may disclose your private key to your agents and subcontractors performing work on your behalf.

4.3 End User Violations

You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to this Agreement, Your Content or use of the Service Offerings. You are responsible for all End Users’ use of Your Content and the Service Offerings. You will ensure that all End Users comply with your obligations under this Agreement and that the terms of your agreement with each End User are consistent with this Agreement. If you become aware of any violation of your obligations under this Agreement by an End User, you will immediately terminate such End User’s access to Your Content and the Service Offerings.

  1. Fees and Payment

5.1 Service Fees

If there is a fee associated with the Service Offering, we will calculate and bill fees and charges monthly or yearly. We may bill you more frequently for fees accrued if we suspect that your account is fraudulent or at risk of non-payment. You will pay us the applicable fees and charges for use of the Service Offerings as described on www.flir.com using one of the payment methods we support. All amounts payable under this Agreement will be made without setoff or counterclaim, and without any deduction or withholding. Fees and charges for any new Service or new feature of a Service will be effective when we post updated fees and charges on www.flir.com, unless we expressly state otherwise in a notice. We may increase or add new fees and charges for any existing Services by giving you at least 30 days’ advance notice. We may charge you interest on all late payments in accordance with the Terms of Sale.

5.2 Taxes

All fees and charges payable by you are exclusive of applicable taxes and duties, including VAT and applicable sales tax. You will provide us any information we reasonably request to determine whether we are obligated to collect VAT from you, including your VAT identification number. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing us with legally-sufficient tax exemption certificates for each taxing jurisdiction. We will apply the tax exemption certificates to charges under your account occurring after the date we receive the tax exemption certificates. If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.

  1. Temporary Suspension

6.1 Generally

We may suspend your or any End User’s right to access or use any portion or all of the Service Offerings immediately without notice to you if we determine your or an End User’s use of or registration for the Service Offerings (i) poses a security risk to the Service Offerings or any third party, (ii) may adversely impact the Service Offerings or the systems or Content of any other customer of ours, (iii) may subject us or any third party to liability, (iv) violates the terms of use of Section 1.1 or (v) may be fraudulent

6.2 Effect of Suspension

If we suspend your right to access or use any portion or all of the Service Offerings:

  • (a) you remain responsible for all fees and charges you have incurred through the date of suspension
  • (b) you remain responsible for any applicable fees and charges for any Service Offerings to which you continue to have access, as well as applicable data storage fees and charges, and fees and charges for in-process tasks completed after the date of suspension
  • (c) you will not be entitled to any service credits under the Service Level Agreements for any period of suspension; and
  • (d) we will not erase any of Your Content as a result of your suspension, except as specified elsewhere in this Agreement.

Our right to suspend your or any End User’s right to access or use the Service Offerings is in addition to our right to terminate this Agreement pursuant to Section 7.2.

  1. Term; Termination

7.1 Term

The term of this Agreement will commence on the Effective Date and will remain in effect until terminated by you or us in accordance with Section 7.2.

7.2 Termination

  • (a) Termination for Convenience. You may terminate this Agreement for any reason by: (i) providing us notice and (ii) closing your account for all Services for which we provide an account closing mechanism. We may terminate this Agreement for any reason by providing you 30 days advance notice.
  • (b) Termination for Cause.
    • (i) By Either Party. Either party may terminate this Agreement for cause upon 30 days’ advance notice to the other party if there is any material default or breach of this Agreement by the other party, unless the defaulting party has cured the material default or breach within the 30 day notice period.
    • (ii) By Us. We may also terminate this Agreement immediately upon notice to you (A) for cause, if any act or omission by you or any End User results in a suspension described in Section 6.1, (B) if our relationship with a third party partner who provides software or other technology we use to provide the Service Offerings expires, terminates or requires us to change the way we provide the software or other technology as part of the Services, (c) if we believe providing the Services could create a substantial economic or technical burden or material security risk for us, (D) in order to comply with the law or requests of governmental entities, or (E) if we determine use of the Service Offerings by you or any End Users or our provision of any of the Services to you or any End Users has become impractical or unfeasible for any legal or regulatory reason.

7.3 Effect of Termination

  • (a)Upon any termination of this Agreement:
    • (i) all your rights under this Agreement immediately terminate
    • (ii) you remain responsible for all fees and charges you have incurred through the date of termination, including fees and charges for in-process tasks completed after the date of termination
    • (iii) you will lose all access to and use of the Service and Your Content
    • (iv) you will immediately return or, if instructed by us, destroy all Teledyne FLIR Content in your possession; and
    • (v) Sections 4.1, 5, 7, 8 (except the license granted to you in Section 8.3), 9, 10, 11, 13 and 14 will continue to apply in accordance with their terms.
  • (b) Post-Termination Access. Unless we terminate your use of the Service Offerings pursuant to Section 7.2(b), during the 30 days following termination:
    • (i) we will not erase any of Your Content as a result of the termination; and
    • (ii) you may retrieve Your Content from the Services only if you have paid any charges for any post-termination use of the Service Offerings and all other amounts due.
  1. Proprietary Rights

8.1 Your Content

As between you and us, you or your licensors own all right, title, and interest in and to Your Content. Except as provided in this Section 8 and Section 4.1, we obtain no rights under this Agreement from you or your licensors to Your Content, including any related intellectual property rights.

8.2 Adequate Rights

You represent and warrant to us that: (a) you or your licensors own all right, title, and interest in and to Your Content; and (b) you have all rights in Your Content necessary to grant the rights contemplated by this Agreement.

8.3 Service Offerings License

As between you and us, we or our licensors own and reserve all right, title, and interest in and to the Service Offerings. We grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to do the following during the Term access and use the Service Offerings solely in accordance with this Agreement. Except as provided in this Section 8.3, you obtain no rights under this Agreement from us or our licensors to the Service Offerings, including any related intellectual property rights.

8.4 License Restrictions

Neither you nor any End User may use the Service Offerings in any manner or for any purpose other than as expressly permitted by this Agreement. Neither you nor any End User may, or may attempt to, (a) modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Service Offerings (except to the extent software included in the Service Offerings are provided to you under a separate license that expressly permits the creation of derivative works), (b) reverse engineer, disassemble, or decompile the Service Offerings or apply any other process or procedure to derive the source code of any software included in the Service Offerings, unless such restriction is prohibited by law, (c) access or use the Service Offerings in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (d) resell or sublicense the Service Offerings. All licenses granted to you in this Agreement are conditional on your continued compliance this Agreement, and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement. During and after the Term, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Service Offerings you have used. You may only use the Teledyne FLIR Marks in accordance with the Trademark Use Guidelines.

8.5 Suggestions

If you provide any Suggestions to us, we will own all right, title, and interest in and to the Suggestions, even if you have designated the Suggestions as confidential. We will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us any assistance we may require to document, perfect, and maintain our rights in the Suggestions.

  1. Indemnification

9.1 General

You will defend, indemnify, and hold harmless us and our licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning: (a) your or any End Users’ use of the Service Offerings (including any activities under your Service Offerings account and use by your employees and personnel) (b) breach of this Agreement or violation of applicable law by you or any End User; (c) Your Content or the combination of Your Content with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights or violations of privacy rights by Your Content or by the use, development, design, production, advertising or marketing of Your Content; or (d) a dispute between you and any End User. If we are obligated to respond to a third party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to the third party subpoena or other compulsory legal order or process at our then-current hourly rates.

9.2 Process

We will promptly notify you of any claim subject to Section 9.1, but our failure to promptly notify you will only affect your obligations under Section 9.1 to the extent that our failure prejudices your ability to defend the claim. You may: (a) use counsel of your own choosing (subject to our written consent) to defend against any claim; and (b) settle the claim as you deem appropriate, provided that you obtain our prior written consent before entering into any settlement. We may also assume control of the defense and settlement of the claim at any time.

  1. Disclaimers

THE SERVICE OFFERINGS ARE PROVIDED “AS IS.” WE AND OUR LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICE OFFERINGS OR THE THIRD PARTY CONTENT, INCLUDING ANY WARRANTY THAT THE SERVICE OFFERINGS OR THIRD PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT OR THE THIRD PARTY CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.

  1. Limitations of Liability

WE AND OUR LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SLAS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, OUR AND OUR LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM.

  1. Modifications to the Agreement

We may modify this Agreement (including any Policies) at any time by posting a revised version on www.flir.com. or by otherwise notifying you in accordance with Section 13.7; provided, however, that we will provide at least 90 days’ advance notice in accordance with Section 13.7 for adverse changes to any Service Level Agreement. Subject to the 90-day advance notice requirement with respect to adverse changes to Service Level Agreements, the modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Service Offerings after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check  www.flir.com. regularly for modifications to this Agreement. We last modified this Agreement on the date listed at the top of these Terms.

  1. Miscellaneous

13.1 Confidentiality and Publicity

You may use Teledyne FLIR Confidential information only in connection with your use of the Service Offerings as permitted under this Agreement. You will not disclose Teledyne FLIR Confidential Information during the Term or at any time during the 5 year period following the end of the Term. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Teledyne FLIR Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You will not issue any press release or make any other public communication with respect to this Agreement or your use of the Service Offerings. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.

13.2 Force Majeure

We are not liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

13.3 Independent Contractors; Non-Exclusive Rights

We and you are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for its products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other party’s products or services.

13.4 No Third Party Beneficiaries

This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement.

13.5 U.S. Government Rights

The Service Offerings are provided to the U.S. Government as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data” with the same rights and restrictions generally applicable to the Service Offerings. If you are using the Service Offerings on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, you will immediately discontinue your use of the Service Offerings. The terms “commercial item” “commercial computer software,” “commercial computer software documentation,” and “technical data” are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement.

13.6 Import and Export Compliance; Other Laws

In connection with this Agreement, each party will comply with all applicable import, re-import, export, and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Service Offerings, including your transfer and processing of Your Content and the provision of Your Content to End Users. In addition, you agree to comply with all other applicable international, national, state, regional and local laws and regulations in accessing and/or using the Service (or any part thereof) and in performing your obligations and exercising your rights under this Agreement, including without limitation laws relating to privacy and data protection.

13.7 Notice

  • (a) To You. We may provide any notice to you under this Agreement by: (i) posting a notice on www.flir.com or flir.custhelp.com; or (ii) sending a message to the email address then associated with your account. Notices we provide by posting on www.flir.com or  flir.custhelp.com will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.

(b) To Us. To give us notice under this Agreement, you must contact Teledyne FLIR by personal delivery, overnight courier or registered or certified mail to Teledyne FLIR Systems, Inc., 27700 SW Parkway Avenue, Wilsonville, OR  97070 USA, Attention: General Counsel. We may update the address for notices to us by posting a notice on www.flir.com. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided registered or certified mail will be effective three business days after they are sent.

  • (c) Language. All communications and notices to be made or given pursuant to this Agreement must be in the English language.

13.8 Assignment

You will not assign this Agreement, or delegate or sublicense any of your rights under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 13.8 will be void. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.

13.9 No Waivers

The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.

13.10 Severability

If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.

13.11 Governing Law; Venue

The laws of the State of Oregon, without reference to conflict of law rules, govern this Agreement and any dispute of any sort that might arise between you and us. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.

13.12 Disputes

Any dispute or claim relating in any way to your use of the Service Offerings, or to any products or services sold or distributed by Teledyne FLIR will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this Agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our notice address, to the attention of the General Counsel, as provided in Section 13.7. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, which are available at https://www.adr.org/ or by calling 1-800-778-7879. Payment of filing, administration and arbitrator fees will be governed by the AAA's rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. We will not seek attorneys' fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or at a mutually agreed location. We and you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we and you waive any right to a jury trial. Subject to Section 8.5, we and you both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

13.13 Entire Agreement; English Language

This Agreement includes the Policies and is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. Notwithstanding any other agreement between you and us, the security and data privacy provisions in Section 3 of this Agreement contain our and our affiliates’ entire obligation regarding the security, privacy and confidentiality of Your Content. We will not be bound by, and specifically object to, any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control, except that the Service Terms will control over this document. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.

  1. Definitions

“Account Information” means information about you that you provide to us in connection with the creation or administration of your Service Offerings account. For example, Account Information includes names, usernames, phone numbers, email addresses and billing information associated with your Service Offerings account.

“API” means an application program interface.

“Content” means software (including machine images), data, text, audio, video, or images.

“Documentation” means the developer guides, getting started guides, user guides, quick reference guides, and other technical and operations manuals and specifications for the Services located at support.FLIR.com as such documentation may be updated by us from time to time.

“End User” means any individual or entity that directly or indirectly through another user: (a) accesses or uses Your Content; or (b) otherwise accesses or uses the Service Offerings under your account, including but not limited to your employees, contractors and agents. The term “End User” does not include individuals or entities when they are accessing or using the Services or any Content under their own Service Offerings account, rather than your account.

“Teledyne FLIR Confidential Information” means all nonpublic information disclosed by us, our affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Teledyne FLIR Confidential Information includes: (a) nonpublic information relating to our or our affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. Teledyne FLIR Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by you without reference to the Teledyne FLIR Confidential Information.

“Teledyne FLIR Content” means Content we or any of its affiliates make available in connection with the Services or on www.teledyne.com to allow access to and use of the Services, including WSDLs; Documentation; sample code; software libraries; command line tools; and other related technology. Teledyne FLIR Content does not include the Services.

“Teledyne FLIR Marks” means any trademarks, service marks, service or trade names, logos, and other designations of Teledyne FLIR and its affiliates that we may make available to you in connection with this Agreement.

“Teledyne FLIR Support” means the guidelines currently available at http:// flir.custhelp.com/ as they may be updated by us from time to time.

“Policies” means the Trademark Use Guidelines, all restrictions described in the Teledyne FLIR Content and on www.flir.com, and any other policy or terms referenced in or incorporated into this Agreement. Policies does not include whitepapers or other marketing materials referenced on www.flir.com.

“Privacy Policy” means Teledyne FLIR’s privacy policy available at https://www.teledyne.com/privacy-policy, as it may be updated by us from time to time.

“Service” means each of the web services made available by us.

“Service Attributes” means Service usage data related to your account, such as resource identifiers, metadata tags, security and access roles, rules, usage policies, permissions, usage statistics and analytics.

“Service Level Agreement” means all service level agreements that we offer with respect to the Services and post on www.flir.com, as they may be updated by us from time to time.

“Service Offerings” means the Services (including associated APIs), the Teledyne FLIR Content, the Teledyne FLIR Marks, the www.flir.com, the flir.custhelp.com, and any other product or service provided by us under this Agreement. Service Offerings do not include Third Party Content.

“Suggestions” means all suggested improvements to the Service Offerings that you provide to us.

“Term” means the term of this Agreement described in Section 7.1.

“Third Party Content” means Content made available to you by any third party on www.flir.com/ or in conjunction with the Services.

“Trademark Use Guidelines” means the trademark use guidelines available upon request to [email protected], or located at www.flir.com, as such guidelines may be updated by us from time to time.

“Your Content” means Content that you or any End User transfers to us for processing, storage or hosting by the Services in connection with your Service Offerings account and any computational results that you or any End User derive from the foregoing through their use of the Services. Your Content does not include Account Information.

 

Exhibit A

 

INFORMATION NOTICE FOR USERS OF the desktop applications FLIR Camera Configurator and FLIR Updater, FLIR IGNITE Web Services and mobile applications  

 

This information notice describes how Teledyne FLIR uses your personal data when you use a FLIR camera with:

  • FLIR IGNITE Webservices, mobile applications (such as : Home Inspect, Car Inspect, FLIR ONE) to upload and access in the cloud Infrared Red (IR images), acoustic images, visual images and other files  you have recorded with FLIR cameras .
  • FLIR Camera Configurator and FLIR Updater to configure and update your camera
  • (collectively “ Apps”).

We would like to emphasize that we process your personal data in accordance with applicable data protection laws only. We would like to explain to you below in more detail which personal data we collect in connection with the use of Teledyne FLIR’s  App and how we use this data in accordance with GDPR (and other similar privacy laws)

  1. Personal Data we collect

Signing up to IGNITE or FLIR Updater (log in information)

When signing up to the IGNITE  Service Offerings or FLIR Updater we collect the following personal data from you when you create your IGNITE or FLIR  account or log in:

  • E-mail address
  • Name
  • Password
  • Country

Downloading the Apps

When you download the Apps from a third party app store, all personal data that is necessary to facilitate the download will be transferred to the App store you are downloading the App from. This especially applies to your username, email address, account number, time of download, payment information and unique device number.

Teledyne  does not have any influence on this collection of data by the third party app store and we are not responsible for it. We solely process this data to the extent necessary to download the App onto your device. We do not otherwise store or use this data.

Using the Apps

When you are using the Apps we process the following information (which includes some personal data) which has been provided or uploaded by you (including Your Content), in order to make the App’s functionalities available to you:

IGNITE

  • Name
  • E-mail address
  • Password
  • Payment data (which Teledyne FLIR and/or the third payment processor provider will be processing)
  • The e-mail address of collaborators you wish to share files with
  • IR-images & videos
  • Visual images & videos
  • Other files
  • Notes, text & voice annotations and other data you attached to your thermal image
  • Audio – Microphone sound during videos (if you choose to enable it)
  • Serial number of the camera and lenses you are using to collect and uploading images to IGNITE services
  • GPS-coordinates of where images were taken (if enabled)

Using FLIR ONE

  • Any Payment data we and/or Google/Apple will be processing
  • IR-images and IR videos
  • Visual images and visual videos
  • Microphone sound during videos (if you choose to enable it)
  • GPS-coordinates of where images were taken (if you choose to enable it)
  • Serial number of FLIR One camera
  • Phone camera roll (if you choose to enable it) – to save FLIR One images and videos to the photo gallery on your phone

Car & Home Inspect

  • IR-data and visual image data uploaded;
  • Serial number of FLIR One camera
  • Photo gallery (if enabled)
  • Phone camera (if enabled)
  • Related metadata included in the file uploaded (depending on the file format)
  • GPS-coordinates of where images were taken (if enabled)
  • Regarding the Car inspected: Car Brand, Car Model, Age of Car, Mileage run of Car
  • Data related to your use of the App (e.g. timestamps); Information related to your user profile (level of experience with the FLIR product concerned (thermal cameras), and with car repair jobs or do-it-yourself jobs in and around your house);
  • Any personal data you volunteer to us when using the App, including any answers you provide in response to the survey questions available via the App. (if you have volunteered to provide your email address to that effect);

The Apps are intended for use in purely industrial applications (Including system failure detection such as compressed air leakages, powerline electric discharges), or to inspect private technical installations (your home, or your car). You can avoid making any personal data (other than IP addresses) available to us, by refraining from uploading images that also display personal data (such has faces of individuals, or license plates) and which are by no means required to perform the Services to you; For the Home and Car Inspect Apps, we will receive any data (including personal data) which you will make available to us through the inspection process, as these will be made available to us through the App. However, you can avoid making personal data available to us if you follow the instructions and guidance made available to that effect when you use the App (for instance you can avoid uploading any unrelated private images and pictures, by selecting the appropriate feature via the settings).

FLIR K-series Camera Configurator

No information processed.

FLIR Camera Updater

  • Name
  • E-mail address
  • Password
  • Country

 

  1. Purposes we process personal data for

We process this personal data for the following purposes:

  • To fulfill the delivery of the IGNITE Service Offerings to you;
  • To provide services you have requested, and respond to any comments or complaints you may send us;
  • We monitor use of our products and services, and may use your information to help us monitor, improve and protect our products, content, services and websites;
  • To send you marketing communications regarding similar Service Offerings ;
  • For machine learning purposes, in order to improve the Ignite services (which includes decision making Software (IA) which is based on errors observed and hence it is crucial to keep the AI up to date to allow it to detect and analyze as much error situations as possible, to the benefit of User safety); For this purpose, all user uploaded files will be moved to a local server where a dedicated team of developers will identify with the help of a sorting algorithm, with a view to delete, the files containing personally identifiable data (in the images and/or user annotations, despite user’s possibility to avoid making any such data available to us, and in the metadata); remaining files will be moved to a  specific location in the FLIR cloud and accessed by a dedicated team of developers for machine learning (training of algorithm and creation of new algorithms, based on images and descriptions of as much relevant error situations as possible) ;   
  • To comply with applicable laws and protection of our legitimate business interests and legal rights, including, but not limited to, use in connection with legal claims, compliance, especially general trade compliance, regulatory, investigative purposes (including disclosure of such information in connection with legal process or litigation).

 

  1. Legal basis for the processing of personal data

Your personal data is processed based on the following legal basis:

  • Art. 6 para 1 (b) GDPR to provide the Service Offerings you have requested, to establish and fulfill the contract for the provision of the Ignite Services, to communicate about the Services, or to respond to queries.
  • Art. 6 para 1 (f) GDPR to enable our business and pursue our legitimate interests, we particularly process it for research and analytic purposes, to improve and further develop service offerings, including but not limited to the Service Offerings, for marketing communication regarding similar Service Offerings.
  • 6 para 1 (c) GDPR Art. 6 para 1 (c) GDPR to comply with applicable laws (such as record keeping obligations), export control and customs, compliance screening obligations (e.g. to prevent white-collar or money laundering crimes), and to protect our legitimate business interests and legal rights, including, but not limited to, use in connection with legal claims, compliance, especially regulatory or investigative purposes (including disclosure of such information in connection with a legal process or litigation).

 

  1. Sharing personal data

Teledyne FLIR does not rent or share your Personal Information unnecessarily, or without a clearly defined purpose, and not without ensuring all the necessary protections are in place, to ensure Teledyne FLIR meets all its legal obligations around the storage, transmission and processing of Personal Information, as set out by all relevant legislations within the markets that Teledyne FLIR operates. When we share your Personal Information, we do not allow any third-party partners to use it for their own marketing purposes. When we do share your Personal Information, you can be assured that it will only be shared with third-party recipients who will protect your Personal Information as closely as Teledyne FLIR does.

We may share your personal data for the abovementioned purposes with the following third parties:

Affiliates: We may share your Personal Information with relevant Affiliates of Teledyne FLIR so that they may assist you locally with the sale of one of our products, service, support, training, or other tasks that need local representation, or if sharing the data is necessary to making available  the Teledyne FLIR Site or Teledyne FLIR Cloud Services to you.  We are also a global enterprise comprised of a group of companies operating internationally. This entails that business functions handling Personal Information to achieve the purposes defined in this Privacy Policy are managed centrally or only by some Affiliates.

Teledyne FLIR’s internal access permissions are strictly controlled, and so Teledyne FLIR also does not allow access to your Personal Information by Teledyne FLIR employees, unless the employee requires access to fulfil their role and responsibilities. All companies in the Teledyne FLIR group are bound, as required by law, to ensure that Personal Information is protected consistent with EU standards as explained in section 7 “Transfer of personal data” below.

Service Providers: Personal data may be shared with third party service providers, who will process it for the purposes above. Such third parties include, but are not limited to, IT service providers, Cloud Storage service providers, Cloud service providers, providers of data analytics, training providers, survey service providers, investigators, auditors and data hosting providers.

Government Authorities / Law Enforcement Officials: Personal data may be shared with government authorities and/or law enforcement officials if required for the purposes above, if mandated by law or if required for the legal protection of our legitimate interests in compliance with applicable laws.

 

  1. Transferring personal data

We are committed to maintaining the security of data, including personal data, and we have comprehensive corporate policies regarding information security. We will protect personal data, regardless of whether it is inside or outside the EU and regardless of whether it is processed by us or by third party service providers on our behalf. 

 

Where information is transferred out of the European Economic Area (E.E.A.) or the U.K., and where this is to an affiliate of ours or to a third party in a country that is not subject to an adequacy decision by the E.U. Commission or the competent U.K. authority (as applicable), data is in all cases adequately protected under appropriate safeguards such as E.U. Commission or the competent U.K. authority (as applicable) approved standard contractual clauses, a valid and up to date  Privacy Shield certification or a vendor's Processor Binding Corporate Rules. If You or a concerned individual has any questions about the appropriate safeguards we have in place, please reach out to us at any time. The contact information is available in Section 9.

 

 

  1. Your rights

You may be entitled to ask us for a copy of your personal data, to correct it, erase or restrict its processing, or to ask us to transfer some of this personal data to other organizations. You may also have rights to object to some processing activities, such as the profiling we may perform for the purposes of direct marketing, and, where we have asked for your consent to process your data, to withdraw this consent. These rights may be limited in some situations – for example, where we can demonstrate that we have a legal requirement to process your data. In some instances, this may mean that we are able to retain data even if you withdraw your consent.

 

Participating in the pre-release testing and providing feedback and receiving recommendations is entirely voluntary. However, if you whish to participate in the testing , it is mandatory for you to provide certain information to allow us to conduct a useful test in regard to its purpose (collecting user experience based on user profiles) or so that we can  comply with legal or contractual obligations: if such data is not provided, then we will not be able to manage our contractual relationship, or to meet obligations placed on us.  In all other cases, provision of requested personal data is optional.

 

 

  1. Contact options

 

For any questions or concerns relating to this information notice, or our data protection practices, please contact us at:

Teledyne FLIR Commercial Systems Inc.

1049 Camino Dos Rios, Thousand Oaks, CA 91360 USA

E-Mail: [email protected]

 

  1. Data retention and deletion

 

We will keep your personal data for as long as necessary to provide the Service Offerings you have requested (ie as long as you are an active user or for 5 years if you are a nonactive user). All images and data you have uploaded will be deleted upon account suppression request. Afterwards, we may retain data for an appropriate period to protect ourselves from legal claims, to administer our business, for Machine Learning purposes, or to the extent permitted by applicable law, which may require us to hold your personal data for specific periods. We will delete your personal data, when you object to the processing in accordance with “What rights to you have in relation to your data” (see Section 6) or when we are obliged to delete it in accordance with an obligation under applicable law. If you or a concerned individual wish to have receive detailed information on our Retention and Deletion Policy and the applicable retention periods, please reach out to us at any time. The contact information is available in Section 9.

 

  1. Changes to this information notice

This information notice may, from time to time, change. Such amendments might become necessary due to the need to keep the information notice up to date, given changes in our business practice or in response to legislative changes, and whether they are international or national changes, and may be made without prior notice.

If there are any significant changes made to the use of your personal data, which differs from that which was stated at the time your personal data was collected, then we will notify you by e-mail to the e-mail address you have registered.

 

 

  1. Cookies

We use cookies within our Apps. Cookies are small text files sent by a web server to the App and saved locally on your device. The cookie allows the server to uniquely identify the App. Cookies do not cause any harm to your device and do not contain viruses.

 

We use the following categories of cookies on our App:

 

Category 1: Strictly Necessary CookiesThese cookies are essential in order to enable you to browse our website, move around the App and use its key features. Without these cookies, services you have asked for such as remembering your login details or data provided, cannot be provided.

Category 2: Analytics (or Performance) Cookies These cookies collect information on how people use our Apps and websites. For example, we use Google Analytics cookies to help us understand how users arrive at our site, browse or use our site (ie pages visited, links clicked on) and highlight areas where we can improve areas such as navigation, App experience and marketing campaigns. The data stored by these cookies never shows personal details from which your individual identity can be established (because the data is usually aggregated and anonymized).

Category 3: Preference (or Functionality) CookiesThese cookies allow you to remember choices you make such as the country you visit our App from, language and search parameters, to provide a more personalized service.

 

 

  1. Data Analytics

Our Apps use analytics data logs provided by third party analytics providers such as Google and Mixpanel which are used for the purpose of evaluating your use of our web App and mobile App, compiling reports on App activity and related application activities. The information generated by the cookies and other types of small text files about your use of the App is usually transmitted to and stored by the third-party data analytics providers on servers in the United States. Such transfers are covered by data processing agreements (including Standard Contractual Clauses) that we have concluded with these providers. For more information about the data analytics tools we use please go to Analytics tools & Cookie Policy and visit the privacy section of the corporate websites of the providers.