Terms Conditions

GENERAL CUSTOMER SERVICE TERMS & CONDITIONS

• The term of the Agreement shall commence on the Start Date and shall continue for the Initial Term agreed in the supplementary documents (the “Service Order”) . After the expiration of the Initial Term, the Service Order shall renew for an additional period as specified in the Service Order, unless terminated by either Party upon thirty (30) days’ written notice. Upon termination, all services will be concluded, and any expenses incurred will be due upon receipt of invoice. The return of Glimpse owned hardware and software assets as well as transition of information and reports created during the Service Order period are due within 15 days of Service Order termination. The terms of this Service Order shall apply concurrently with moves, adds or changes to the service level.
• Customer must pay monthly, in advance, by credit card or check, unless otherwise agreed in writing. Glimpse reserves the right to cancel the Service Order if Customer fails to pay the amount due within fifteen (15) days of notice that a credit card payment or check did not process. In the event of such cancellation, Customer agrees to pay (a) all charges that were incurred from the Start Date through the Initial Term; and (b) all costs of collection, including without limitation, reasonable attorneys’ fees in enforcing Glimpse’s rights under this Service Order. Non-recurring charges are due a month in advance of service.
• Glimpse reserves the right to change the monthly rates for the Services listed above at any time after the Initial Term, subject to providing Customer with sixty (60) days’ prior written notice. If there is an increase due to a change in scope or significant third-party price increases, Glimpse will work with Customer to evaluate features, costs and expected delivery dates.

Furthermore:

1. The Customer hereby agrees to engage Glimpse to provide the Customer with services (the “Services”) consisting of:
   • Glimpse will provide customer with statistical audits through company owned or pre-existing video cameras, as agreed in the Service Order issued to Customer
   • Auditing will be over intervals agreed in the Service Order and will cover a statistically significant amount of transactions that will be listed in reports.
   • Reports will be updated not less than weekly, or as agreed in the Service Order issued to Customer
   • If for any reason the video, computer, network systems or POS are down Glimpse will not charge for the down time and will audit when the networks are active again.
   • Glimpse is not responsible for errors or omissions more than to credit it without charge.
   • Glimpse is available for periodic consultations with designated Customer management members, to review reports over phone or shared screen conferences, or as agreed in the Service Order issued to Customer.
   • All hardware and software delivered by Glimpse is the property of Glimpse unless otherwise agreed upon in the Service Order issued to Customer.
   • All software delivered by Glimpse is the property of Glimpse and may not be copied or used for other purposes than in this Service Order.
   • Glimpse may remove all its software and hardware upon a substantial breach of the terms set herein.
   • Customer understands that the installation will necessitate drilling into various parts of the premises. Glimpse intends generally to conceal wiring in the finished areas of the premises, however, there may be areas in which due to construction, decoration or furnishing of the premises, Glimpse determines, in its sole discretion that it would be impractical to conceal the wiring and in such cases, wire will be exposed.
   • Customer understands that installation requires drilling holes in interior walls. Company limits its liability to the patching of said holes and Glimpse cannot be responsible for providing paint or wall coverings to match those colors or coverings existing within customer’s premises
2. The Services will also include any other tasks, which the Parties may agree on. Glimpse hereby agrees to provide such Services to the customer.
3. In the event that either Party wishes to terminate this Service Order, that Party will be required to comply with the termination terms agreed in the Service Order issued.
4. Except as otherwise provided in the Service Order, the obligations of Glimpse will end upon the termination of the Service Order.
5. The Parties agree to do everything necessary to ensure that the terms of the Service Order take effect.
6. Except as otherwise provided in the Service Order, all monetary amounts referred to in the Service Order are in US Dollars.
7. For the services rendered by Glimpse as required by the Service Order, the customer will provide compensation (the “Compensation”) to Glimpse as per subscription term agreed in the Service Order.
8. The Compensation as stated in the Service Order does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the customer in addition to the Compensation.
9. The Customer agrees to provide, for the use of Glimpse in providing the Services, the following resources:
   • Customer is responsible for power and network integrity, as well as the POS functionality at all times.
   • Customer is responsible to assure camera positions do not change and that the lenses are clean.
10. Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the customer which would reasonably be considered to be proprietary to the customer including, but not limited to, accounting records, business processes, and Customer records and that is not generally known in the industry of the Customer and where the release of that Confidential Information could reasonably be expected to cause harm to the customer.
11. Upon the expiry or termination of the Service Order, Glimpse will return to the customer any property, documentation or records which is the property of the customer.
12. In providing the Services under these Terms it is expressly agreed that Glimpse is acting as an independent contractor and not as an employee. Glimpse and the Customer acknowledge that these Terms do not create a partnership or joint venture between them, and is exclusively a contract for service.
13. All notices, requests, demands or other communications required or permitted by these Terms will be given in writing and delivered as follows:
    • Glimpse Group LLC
    • 6815 Biscayne Blvd, Suite 103-221 Miami, FL 33138, USA
14. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, stockholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, stockholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with the Service Order. This indemnification will survive the termination of the Service Order.
15. Any amendment or modification of the Terms or additional obligation assumed by either Party in connection with the Service Order will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
16. Glimpse will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under the Service Order without the prior written consent of the Customer.
17. It is agreed that there is no representation, warranty, collateral agreement or condition affecting the Service Order except as expressly provided in the Service Order.
18. It is the intention of the Parties to the Service Order that the Service Order and the performance under the Service Order, and all suits and special proceedings under the Service Order, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the State of Florida, without regard to the jurisdiction in which any action or special proceeding may be instituted.
19. If Customer terminates Service Order prior to the expiration of its Initial Term, or if Glimpse terminates the Service Order for cause prior to the expiration of the Initial Term, Glimpse reserves the right to bill Customer (i) any outstanding charges for Services to the date of such termination, plus (ii)an amount equal to 50% of the number of months and portions of months remaining in the Initial Term, unless otherwise agreed.
20. In the event that any of the provisions of the Service Order are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of the Service Order.