EYEOTMONITOR 

TERMS AND CONDITIONS OF SERVICE 

Effective Date: March 31, 2026 

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. By accessing or using the EyeOTmonitor platform and related services, you agree to be bound by these Terms and Conditions. If you do not agree, do not use the Services. 

1. Definitions 

In these Terms and Conditions, the following definitions apply: 

"Agreement" means these Terms and Conditions, together with any Order Form, Data Processing Addendum, and any other documents expressly incorporated by reference. 

"Authorized User" means any individual whom Customer permits to access and use the Services under Customer’s account. 

"Company," "we," "us," or "our" means EyeOTmonitor LLC, with its principal office at 5 Revere Dr, Suite 100, Northbrook, IL 60062, United States. 

"Customer," "you," or "your" means the entity or individual that enters into this Agreement to use the Services. 

"Customer Data" means any data, content, or information uploaded, submitted, or transmitted by Customer or its Authorized Users through the Services, including device metrics, network configurations, images, and logs. 

"Device" means any network-connected hardware component monitored through the Services, including but not limited to cameras, switches, routers, access points, servers, and OT devices. 

"Documentation" means the user guides, help articles, API documentation, and other technical materials made available by the Company describing the functionality and use of the Services. 

"Free Trial" means a time-limited, no-cost evaluation period during which Customer may access the Services subject to Section 4 of this Agreement. 

"Order Form" means any written or electronic ordering document executed by the parties that references this Agreement and specifies the Services, pricing, and subscription term. 

"Services" means the EyeOTmonitor cloud-based platform, including all features such as ImageAssure, AI Autodiscovery, Topology Maps, Geospatial Maps, Events and Alerts, Severities Engine, Dashboards, Mobile App, and any related APIs, integrations, and updates made available by the Company. 

"Subscription Term" means the period during which Customer is entitled to access and use the Services, as specified in the applicable Order Form or account registration. 

2. Account Registration and Access 

2.1 Eligibility 

The Services are designed for business use and are intended for systems integrators, security operators, and other professional users. By registering for an account, you represent that you are authorized to bind the entity on whose behalf you are acting. 

2.2 Account Responsibilities 

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify the Company immediately of any unauthorized use of your account or any other breach of security. The Company will not be liable for any loss arising from unauthorized use of your account. 

2.3 Authorized Users 

You may permit Authorized Users to access the Services under your account. You are responsible for ensuring that each Authorized User complies with this Agreement. There are no per-user fees; the number of Authorized Users is unlimited. 

3. Services and License 

3.1 License Grant 

Subject to the terms of this Agreement and payment of applicable fees, the Company grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the Subscription Term solely for Customer’s internal business purposes and in accordance with the Documentation. 

3.2 Service Availability 

The Company will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, excluding planned maintenance and circumstances beyond the Company’s reasonable control. The Company does not guarantee uninterrupted or error-free operation of the Services. 

3.3 Modifications to Services 

The Company reserves the right to modify, update, or discontinue any feature of the Services at any time. If a material change adversely affects Customer’s use, the Company will provide reasonable advance notice. Continued use of the Services following such notice constitutes acceptance of the change. 

3.4 AI-Powered Features 

Certain features of the Services, including ImageAssure and AI Autodiscovery, utilize artificial intelligence and machine learning algorithms. While the Company strives for accuracy, AI-generated outputs are provided on an informational basis and should not be relied upon as the sole basis for critical security or operational decisions. The Company does not warrant the accuracy, completeness, or reliability of AI-generated outputs. 

4. Free Trial 

4.1 Trial Period 

The Company may offer a Free Trial at its discretion. The duration and scope of the Free Trial will be as specified at the time of registration. The Company reserves the right to modify or terminate the Free Trial at any time without prior notice. 

4.2 Trial Limitations 

During the Free Trial, the Services are provided “as is” without any warranties or service level commitments. Customer Data entered during the Free Trial may be permanently deleted if Customer does not convert to a paid subscription within the specified period. 

4.3 Conversion to Paid Subscription 

At the end of the Free Trial, Customer may elect to subscribe to a paid plan. If Customer does not subscribe, access to the Services will be suspended and Customer Data may be deleted after thirty (30) days. 

5. Fees and Payment 

5.1 Pricing Model 

The Services are priced on a per-Device basis for infrastructure monitoring and on a per-channel basis for camera monitoring. All core features are included at every tier with no feature gating. Specific pricing is set forth in the applicable Order Form or as quoted by the Company’s sales team. 

5.2 Volume Discounts 

Volume discounts are applied automatically based on the number of monitored Devices or camera channels. Discount tiers and rates are as communicated by the Company and may be updated from time to time. 

5.3 Payment Terms 

Unless otherwise specified in an Order Form, all fees are due within thirty (30) days of invoice date. Fees are non-refundable except as expressly stated in this Agreement. All amounts are stated in U.S. dollars unless otherwise indicated. 

5.4 Late Payments 

Overdue amounts will accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. The Company reserves the right to suspend access to the Services if any payment remains overdue for more than fifteen (15) days after written notice. 

5.5 Taxes 

All fees are exclusive of taxes. Customer is responsible for all applicable taxes, levies, and duties (excluding taxes based on the Company’s net income) imposed by any governmental authority. 

5.6 Flexibility 

Customer may add or remove monitored Devices on a monthly basis without penalties, subject to the pricing terms in the applicable Order Form. There are no minimum device requirements and no long-term commitment obligations unless expressly agreed in writing. 

6. Customer Data 

6.1 Ownership 

Customer retains all right, title, and interest in and to Customer Data. Nothing in this Agreement transfers ownership of Customer Data to the Company. 

6.2 License to Customer Data 

Customer grants the Company a non-exclusive, worldwide license to host, store, process, and display Customer Data solely as necessary to provide and improve the Services. The Company will not access Customer Data except as required to deliver the Services, provide support, prevent fraud, or comply with applicable law. 

6.3 Data Processing 

To the extent the Company processes personal data on behalf of Customer, the parties will execute a Data Processing Addendum that governs such processing in compliance with applicable data protection laws, including GDPR, UK GDPR, and CCPA/CPRA as applicable. 

6.4 Data Retention and Deletion 

Customer Data will be retained for the duration of the Subscription Term and for up to thirty (30) days following termination or expiration. After this period, Customer Data will be deleted or anonymized unless retention is required by law. For further detail, see our Privacy Policy at eyeotmonitor.com/privacy-policy. 

7. Intellectual Property 

7.1 Company IP 

The Company retains all right, title, and interest in and to the Services, including all software, algorithms, models, interfaces, Documentation, trademarks, and other intellectual property. This Agreement does not grant Customer any rights in the Company’s intellectual property except the limited license expressly set forth herein. 

7.2 Feedback 

If Customer provides suggestions, ideas, or feedback regarding the Services, the Company may use such feedback without restriction or obligation to Customer. 

8. Acceptable Use 

Customer agrees not to, and will ensure that its Authorized Users do not: 

• Use the Services in violation of any applicable law, regulation, or third-party right. 

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services. 

• Access or attempt to access another customer’s account or data. 

• Interfere with or disrupt the integrity or performance of the Services or any third-party systems connected thereto. 

• Upload or transmit any malicious code, viruses, or harmful content through the Services. 

• Use the Services to conduct competitive benchmarking or to build a competing product or service. 

• Resell, sublicense, or make the Services available to third parties except as expressly permitted. 

• Remove or alter any proprietary notices, labels, or marks on the Services. 

The Company reserves the right to suspend or terminate access to the Services immediately if it reasonably believes Customer is in violation of this Section. 

9. Confidentiality 

9.1 Definition 

"Confidential Information" means any non-public information disclosed by either party to the other, whether orally, in writing, or electronically, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, pricing, technical data, product roadmaps, Customer Data, and the terms of this Agreement. 

9.2 Obligations 

Each party agrees to protect the other party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care. Neither party will disclose the other’s Confidential Information to any third party except to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein. 

9.3 Exclusions 

Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the receiving party prior to disclosure; (c) is independently developed without reference to the disclosing party’s Confidential Information; or (d) is rightfully received from a third party without restriction. 

10. Warranties and Disclaimers 

10.1 Company Warranties 

The Company warrants that: (a) it has the authority to enter into this Agreement; (b) the Services will perform materially in accordance with the Documentation during the Subscription Term; and (c) it will provide the Services in compliance with all applicable laws. 

10.2 Customer Warranties 

Customer warrants that: (a) it has the authority to enter into this Agreement; (b) its use of the Services will comply with all applicable laws and regulations; and (c) it has obtained all necessary consents and authorizations to upload Customer Data to the Services. 

10.3 Disclaimer 

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. 

11. Limitation of Liability 

11.1 Exclusion of Consequential Damages 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

11.2 Liability Cap 

EXCEPT FOR OBLIGATIONS UNDER SECTIONS 9 (CONFIDENTIALITY) AND 12 (INDEMNIFICATION), EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO THE COMPANY DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 

11.3 Essential Basis 

The limitations set forth in this Section reflect the allocation of risk between the parties and form an essential basis of the bargain between them. The Services would not be provided without these limitations. 

12. Indemnification 

12.1 By the Company 

The Company will defend, indemnify, and hold harmless Customer from and against any third-party claims, damages, and expenses (including reasonable attorneys’ fees) arising from allegations that Customer’s authorized use of the Services infringes a third party’s intellectual property rights, provided that Customer promptly notifies the Company and cooperates in the defense. 

12.2 By the Customer 

Customer will defend, indemnify, and hold harmless the Company from and against any third-party claims, damages, and expenses (including reasonable attorneys’ fees) arising from: (a) Customer’s breach of this Agreement; (b) Customer’s violation of applicable law; or (c) Customer Data, including any claim that Customer Data infringes or misappropriates any third-party right. 

13. Term and Termination 

13.1 Term 

This Agreement commences on the date Customer first accesses the Services and continues for the Subscription Term specified in the applicable Order Form. Unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term, the Subscription Term will automatically renew for successive periods of equal length. 

13.2 Termination for Cause 

Either party may terminate this Agreement immediately upon written notice if the other party: (a) commits a material breach of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice; or (b) becomes insolvent, files for bankruptcy, or ceases to operate in the ordinary course. 

13.3 Termination for Convenience 

Customer may terminate this Agreement for convenience at the end of any billing cycle by providing written notice at least thirty (30) days in advance. Fees already paid for the current billing period are non-refundable. 

13.4 Effects of Termination 

Upon termination or expiration: (a) Customer’s access to the Services will cease; (b) the Company will make Customer Data available for export for thirty (30) days, after which it may be deleted; (c) all outstanding fees become immediately due; and (d) Sections 1, 6.1, 7, 9, 10.3, 11, 12, 15, and 16 will survive termination. 

14. Suspension 

The Company may suspend Customer’s access to the Services, in whole or in part, if: (a) Customer’s account is overdue as set forth in Section 5.4; (b) Customer’s use poses a security risk to the Services or other customers; (c) Customer is in material breach of Section 8 (Acceptable Use); or (d) suspension is required by applicable law or governmental authority. The Company will provide advance notice where practicable and will restore access promptly once the issue is resolved. 

15. Governing Law and Dispute Resolution 

15.1 Governing Law 

This Agreement is governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of law principles. 

15.2 Dispute Resolution 

Any dispute arising out of or relating to this Agreement will first be submitted to good-faith negotiation between the parties for a period of thirty (30) days. If the dispute is not resolved through negotiation, either party may initiate litigation in the state or federal courts located in Denver County, Colorado, and each party hereby consents to the exclusive jurisdiction and venue of such courts. 

16. General Provisions 

16.1 Entire Agreement 

This Agreement, together with all Order Forms, the Data Processing Addendum, and the Privacy Policy, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, whether written or oral. 

16.2 Amendments 

The Company may update these Terms and Conditions from time to time. Material changes will be communicated via email or notice on the Site at least thirty (30) days in advance. Continued use of the Services after the effective date of any update constitutes acceptance. 

16.3 Assignment 

Customer may not assign this Agreement without the Company’s prior written consent, except in connection with a merger or acquisition of substantially all of Customer’s assets. The Company may assign this Agreement without restriction. 

16.4 Severability 

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect. 

16.5 Waiver 

No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. 

16.6 Force Majeure 

Neither party will be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) due to circumstances beyond its reasonable control, including natural disasters, acts of government, pandemics, war, terrorism, labor disputes, power failures, or internet disruptions. 

16.7 Notices 

All notices under this Agreement must be in writing and sent to the addresses specified in the applicable Order Form or, for the Company, to the address set forth in Section 17. Notices may be delivered by email (with confirmation of receipt), certified mail, or recognized courier. 

16.8 Independent Contractors 

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties. 

16.9 Third-Party Beneficiaries 

This Agreement does not confer any rights or remedies upon any third party. 

16.10 Export Compliance 

Customer agrees to comply with all applicable export control and sanctions laws and regulations in connection with its use of the Services. 

17. Contact Information 

For questions about these Terms and Conditions, please contact us at: 

EyeOTmonitor LLC 

Attn: Legal Department 
5 Revere Dr, Suite 100 
Northbrook, IL 60062 
United States 

Email: support@eyeotmonitor.com 
https://www.eyeotmonitor.com