Terms of service

Last updated: October 2026

These Terms of Service (the “Terms”) are entered into between Offsight Inc. (“Offsight”) and the business or other organization that accesses or uses the Service under an Order Form or these Terms (“Customer,” “you”). Subject to the section entitled “Changes to these Terms,” by executing an Order Form that references these Terms, by otherwise accepting them, or by accessing or using the Service, you agree to them. The Service is offered only to businesses and other organizations, not to consumers. You are responsible for everything done in the Service under your account, including every configuration of Vision AI made by any of your users, and you are bound by it.

If you and Offsight have signed an Order Form or a negotiated master agreement, that document controls wherever it conflicts with these Terms. Nothing on this page varies a signed agreement.

Capitalized terms have the meanings given where they are first defined in these Terms or in the section entitled “Definitions.”

1. Order forms; access to the service

Upon mutual execution, each Order Form is incorporated into and forms part of this agreement. For each Order Form, and subject to your compliance with these Terms (including any limitations and restrictions set out on the applicable Order Form), Offsight grants you a nonexclusive, limited, personal, nonsublicensable, nontransferable right and license to internally access and use the Offsight product(s) and service(s) specified in that Order Form (collectively, the “Service”) during the applicable Order Form Term, for your internal business purposes, only as provided here and only in accordance with Offsight’s applicable official user documentation (the “Documentation”).

The Service is multi-tenant. Your records are held in your own tenant, and access to them is governed by the per-module and per-user-group permissions your administrators configure.

2. Implementation

Upon payment of any applicable fees set out in an Order Form, Offsight will use reasonable commercial efforts to provide standard implementation assistance for the Service, only if and to the extent that assistance is set out on that Order Form (“Implementation Assistance”). If Offsight provides Implementation Assistance in excess of an agreed hours estimate, or otherwise provides services beyond those agreed in an Order Form, you will pay Offsight at its then-current hourly rates for consultation.

Any service Offsight performs at one of your Sites is provided only under an Order Form or a separate statement of work that describes it. You procure, install, own and maintain the cameras and other equipment you connect to the Service.

3. Support and availability

Subject to your payment of all applicable fees, Offsight will provide support, maintenance and availability for the Service in accordance with (i) the support package selected on the applicable Order Form and (ii) Offsight’s then-current Support and Availability Policy. That policy sets the availability target, the response targets by severity, the support hours, and the exclusions that apply.

Availability is measured excluding scheduled maintenance and any downtime or performance degradation caused by third-party connections, services or utilities, or by events beyond Offsight’s reasonable control. Availability targets do not apply to beta or preview functionality; to AI features, to the extent a third-party model provider is degraded, rate-limited or unavailable; to Vision AI, to the extent it depends on cameras, site networks, power or other equipment at a customer site, or on third-party computing capacity for model training; or to any part of the Service, to the extent Offsight has suspended or restricted it on a Suspension Event.

4. Service updates

From time to time Offsight may provide upgrades, patches, enhancements or fixes to its customers generally without additional charge (“Updates”). Updates become part of the Service and are subject to this agreement, provided that Offsight has no obligation to provide any Update. Offsight may cease supporting old versions or releases at any time in its sole discretion, and will use commercially reasonable efforts to give reasonable prior notice of any major change.

Because the Service has an AI control layer, Offsight may change the underlying model, model version or model provider used for a given AI feature at any time, so long as the Service continues to perform materially as described in the Documentation. Model providers are engaged as Sub-processors under section 7 of the DPA, which sets out how a customer obtains the identified list and notice of changes to it.

5. The AI service

Offsight AI is an AI powered factory management platform. Alongside the dashboards, mobile apps and APIs, the Service includes an AI assistant and AI agents that can read the records in your tenant, answer questions about them, produce reports, and — where you have granted the permission to do so — take actions in the system on your behalf, such as creating and updating records, configuring modules, and assisting with the setup of an integration.

AI acts as a user, not around one. An AI request is executed in the context of the person who made it: it is scoped to your tenant, it is bounded by that user’s module and user-group permissions, and the actions it takes are recorded in the same audit trail as work performed by hand. Administrators can enable or disable AI features per module and per user group, and can review what the AI did and on whose behalf.

Model inference is performed by third-party model providers acting as Offsight’s Sub-processors. To answer a request, the content of that request and the records, documents or images relevant to it are transmitted to the provider over an encrypted connection and processed to produce a response.

Vision AI

“Vision AI” is the part of the Service that analyzes still images from cameras you install at your Sites. Your cameras upload still images, not video and without audio, to Offsight over an encrypted connection, at the interval you set on each camera. Vision AI runs detection models on those images to detect, recognize, locate, track, count and report on the state, presence, identity, location and activity of what you configure it to monitor, and records the results in your tenant. That covers the machines, tools, equipment, materials, work areas and operations you choose, and people whenever you configure it to detect, track, count, locate or monitor them. Examples include:

• machine states, for example on or off;
• Work-Area Activity Detection;
• Tools & Equipment Tracking; and
• Individual Monitoring.

Other object categories and features may be made available over time, as described in the Documentation.

“Work-Area Activity Detection” means Vision AI’s detection of whether a work area, station or machine is active, idle or occupied, reported for the area as a whole. Where you configure it to, it also detects whether people are present or working in the area. Work-Area Activity Detection does not itself identify any person or follow a person as the same individual across images, cameras or time. Configuring it to detect whether people are present or working is Individual Monitoring.

“Tools & Equipment Tracking” means Vision AI’s recognition of the tools and items of equipment you register, and of where they are seen across your work areas. It uses an appearance-based re-identification model that is applied to images of the detected object, not to people. Tools & Equipment Tracking does not identify people. If you link a tool or item of equipment to a named individual, for example by assigning or checking it out to a worker, its location history may become Personal Data about that individual, and using it to follow that individual is Individual Monitoring.

“Visual Data” means the images and image-derived material that Vision AI processes: the camera frames your cameras upload, and the reduced-size copies made to display them; the overlay images Vision AI generates to show the evidence for a detection; training captures, which are frames you select to train a model (together with any photos or video previously uploaded for that purpose); the markups, annotations and notes you attach to training captures and to the areas a camera watches; and the reference images you provide when you register a tool or item of equipment for Tools & Equipment Tracking. Visual Data is Customer Data.

“Vision AI Results” means the detections, states, times, durations, confidence values, counts, locations and other results that Vision AI records in your tenant.

“Base Models” means the general detection and recognition models that Offsight develops and from which Customer Models start. Offsight builds Base Models from open-source models, from datasets it is licensed to use and, under Model Improvement, from Customer Data, including Visual Data that shows people. Base Models are Offsight’s property and are used to provide the Service to Offsight’s customers generally.

“Customer Models” means the detection models Offsight trains for you, at your direction. Each Customer Model starts from a Base Model and is further trained on your Visual Data. A Customer Model is deployed only to process your Visual Data and is not deployed for any other customer. Customer Models, including their weights and parameters, are Offsight’s property, are not Customer Data, and may be used in Model Improvement. Offsight’s use of Customer Data to train and improve its models generally, including Base Models, is Model Improvement, described in the section entitled “Model Improvement.”

Detection and training run on Offsight’s infrastructure. Vision AI detection, including Tools & Equipment Tracking, and the training of Customer Models are performed on computing infrastructure that Offsight operates in its cloud hosting environment, not by a third-party model provider. The two exceptions within Vision AI are the optional reviews described next.

Second-Opinion Review (optional). “Second-Opinion Review” means the optional review controlled by your account setting “Improve Vision AI capability and accuracy.” The setting is off unless it is turned on. While it is on, when a detection’s confidence falls just short of the threshold for that state, Vision AI may send up to eight camera frames, the state being checked, and the related notes you have attached to training captures and to the area the camera watches to a third-party model provider acting as Offsight’s Sub-processor. The provider’s verdict is recorded beside the detection and does not overwrite it.

Image Review (optional). “Image Review” means the optional, paid check of training captures that you may request before a Customer Model is trained. It sends the training captures under review, with the markups, labels, notes and capture details needed for the check, and reference captures from the same customer for comparison, to a third-party model provider acting as Offsight’s Sub-processor.

Apart from Second-Opinion Review and Image Review, Vision AI itself does not send Visual Data to a third-party model provider. Visual Data that you or your users share with, or ask, the AI assistant about — for example, the notes on a training capture, or an image attached to a chat — is processed by the AI service as described above.

What you authorize Vision AI to do

Authorization and instructions. You authorize and instruct Offsight to process Customer Data, including Visual Data, to detect, recognize, locate, track, count, measure, record, analyze and report on the state, presence, identity, location, use and activity of the machines, tools, equipment, materials, work areas and operations at your Sites, and of people whenever you configure Vision AI to detect, track, count, locate or monitor them, including through Work-Area Activity Detection, Tools & Equipment Tracking, Customer Models and Individual Monitoring. You grant Offsight a non-exclusive, worldwide, royalty-free license to host, copy, transmit, process, analyze, display and create derivatives of Customer Data to provide the Service and as described in the section entitled “Model Improvement.”

Your right to monitor. You represent that you own or control, or have every right needed to monitor, each Site and each area, machine, tool and item of equipment within a camera’s view, including leased or third-party equipment and Sites owned or controlled by others. Getting any permission from the owner of a Site or equipment, and giving any notice to other employers whose workers may appear, is your responsibility wherever the law or your agreements with them require it. Claims arising from those matters are Covered Claims under the section entitled “Customer indemnity.”

Intended use. Offsight designs, documents and markets Vision AI to detect and report on the machines, tools, equipment, materials, work areas and operations you choose, and on people where you configure it to. Offsight does not design, market or offer Vision AI, Individual Monitoring or the Offsight AI assistant for making Consequential Employment Decisions or any other consequential decision about an individual, including a decision about eligibility for credit, insurance or housing. Output is not a report on any individual’s eligibility for employment, credit, insurance or housing. If you use Output in a Consequential Employment Decision or any other decision about an individual, you do so as the deployer and at your sole risk. This paragraph describes how Offsight designs and offers the Service. It does not restrict how you use it.

6. AI credits and consumption

AI features consume AI credits. Credits are consumed in proportion to the work a request performs — principally the volume of input and output processed by the model provider, which varies with the size of the records, documents and images involved and with the depth of reasoning applied to the request.

Your Order Form sets:

• the AI credit allowance included in your subscription;
• the rate at which additional credits are billed; and
• any account-level credit limit or automatic refill arrangement.

Administrators can see consumption in the console, set an account credit limit, and, where enabled, turn on automatic refill so that work does not stop part-way through a shift. Credits are a unit of account for Service usage. They are not a currency, they have no cash value, they are not redeemable or transferable, and unless your Order Form says otherwise they are consumed within the subscription term in which they are granted.

If your account reaches its credit limit, AI features may pause until the limit is raised, the allowance refills, or additional credits are purchased. The rest of the Service continues to operate. Fees for consumed credits are payable whether or not you found the resulting output useful.

Vision AI. Vision AI consumes AI credits, which the product measures in Offsight AI Tokens, at the rates set on your Order Form or, where it sets none, in Offsight’s then-current pricing:

• a detection is charged when it records a confirmed change of state, and an image that produces no change of state is not charged;
• training a Customer Model is quoted in the product before the run starts, and is charged once, at the quoted amount, when the run begins on the training hardware — a run that begins is charged in full whether or not it completes, including if it fails or is stopped, and a run that never begins is not charged; and
• each Second-Opinion Review is charged for the usage it actually consumes.

Consumption is drawn from your included allowance first, and only the part beyond it is drawn from purchased credit. If your remaining allowance and credit fall below the minimum balance Vision AI needs to continue, Vision AI processing pauses: your cameras may keep uploading, but images are not processed or charged while the pause lasts. A daily limit on Vision AI consumption may also stop Second-Opinion Review for the rest of that day while detection continues.

7. Acceptable use of AI features

Your use of the Service, and of the AI features in particular, is subject to the Acceptable Use Policy, which is incorporated into these Terms. Without limiting that policy, you agree not to:

• use AI features to create, alter or backdate a quality, inspection, compliance or sign-off record so that it misrepresents what was actually built, checked or observed;
• attempt to make the assistant act outside the permissions of the requesting user, or to reach data belonging to another tenant;
• attempt to extract system prompts, tool definitions, model weights or other underlying implementation of the AI features, or to circumvent their safety or permission controls;
• use the AI features, or their output, to develop, train, evaluate or benchmark a competing product or model; or
• submit Personal Data of any individual without the rights, notices and consents that applicable law requires.

No Offsight restrictions on what Vision AI monitors. Offsight imposes no restrictions of its own on where you place cameras, what they capture, or what you use Vision AI to detect, track, count, locate or monitor, including people. You alone make those decisions. You alone are responsible for making sure that each of them is lawful in every country, state, province and locality where you operate a camera or where a Monitored Individual is located. The only rule these Terms set for those decisions is that you may not use the Service in violation of law, and complying with the law is your responsibility, not Offsight’s.

Laws that may apply to you include, for example:

• laws that ban cameras in restrooms, locker rooms, changing areas and lactation spaces, such as California Labor Code section 435, New York Labor Law section 203-c and Connecticut General Statutes section 31-48b;
• laws that require every party’s consent to record a conversation, such as California Penal Code section 632, if any camera or device you connect records audio;
• biometric privacy laws, such as the Illinois Biometric Information Privacy Act, Texas Business and Commerce Code section 503.001 and Washington’s biometric identifier law;
• workplace electronic-monitoring notice laws, such as Connecticut General Statutes section 31-48d, New York Civil Rights Law section 52-c and Delaware Code title 19, section 705;
• Section 7 of the National Labor Relations Act; and
• state laws on artificial intelligence and automated decisions in employment, such as Colorado’s artificial intelligence act, the Illinois Human Rights Act’s rules on artificial intelligence, California’s regulations on automated decision-making technology, and New York City Local Law 144.

These are examples of laws you are responsible for. They are not rules Offsight sets, and the list is not complete.

Cameras and the people they see. You decide where cameras are placed, what they capture, and whether and how Vision AI detects, tracks, counts, locates or monitors people. Before a camera sends images to Vision AI, and for as long as it does, you will obtain and maintain every Required Authorization, including telling employees, contractors, visitors and anyone else who may appear in its view that images are processed by Offsight as your vendor and are used by Offsight to train and improve its AI models. You are responsible for procuring, installing, securing and maintaining your cameras, for their placement, field of view and settings, for keeping each one in position, and for the site network and power they rely on. The sections entitled “Individual Monitoring” and “Customer representations and warranties” set out further obligations.

8. AI output requires human review

The AI features of the Service are decision support. They are not a substitute for professional judgment. Nothing the Service generates is an engineering opinion, a code-compliance determination, a third-party inspection result, a legal or accounting opinion, or a certification of any kind.

AI output can be wrong. It can misread a drawing, misinterpret a specification, mis-summarize a record, or produce a fluent answer that the underlying data does not support. You are responsible for reviewing AI output before relying on it, and in particular before:

• signing off an inspection, quality record or checklist;
• releasing a product, module or assembly to ship or to install;
• submitting anything to a third-party inspector, building official, engineer of record, auditor or regulator;
• issuing a purchase order or committing to a delivery date; or
• taking any action affecting the health or safety of a person.

Where the Service produces a record that carries a signature, an approval or a compliance meaning, that record must be reviewed and confirmed by a person qualified to do so. Offsight does not warrant that AI output is accurate, complete or fit for any particular purpose, and Offsight is not the engineer, inspector or certifying authority for anything you design, build or deliver.

Vision AI Results are probabilistic. A detection is a model’s judgement about an image, made against confidence thresholds. Its accuracy depends on the training captures a Customer Model was trained on, on camera position, lighting and image quality, and on what is in view. Vision AI can miss an event, report one that did not happen, or misclassify a state, and a Customer Model trained on few examples of a state may be less accurate — the product may flag such a model with a low-accuracy warning. Vision AI is not a safety system. It is not designed, tested or offered as a machine guard, safety interlock, emergency stop, alarm or any other control on which the health or safety of a person depends, and if you rely on it as one, you do so at your sole risk. You are responsible for reviewing Vision AI Results before relying on them for any of the purposes listed above.

Decisions about people. Output, including any Output of Individual Monitoring, is probabilistic and may be wrong or incomplete, and Offsight does not warrant that any Output about an individual is accurate. Whether and how you use Output in any decision about an individual is your decision alone, made as the employer and deployer and at your sole risk. You are responsible for any human review, notice, explanation, appeal, access or correction right that Monitoring Laws require for such a decision.

9. Customer data

“Customer Data” means any data, information or other material provided, uploaded or submitted by you or your users to the Service in the course of using it, including the content of requests made to the AI assistant, the records retrieved to answer them and the Output returned, and Visual Data, Vision AI Results, Individual Monitoring Data and Biometric Data, if any. Training Copies are Customer Data, except that the section entitled “Model Improvement” governs how long Offsight keeps and uses them. Aggregated Anonymous Data is not Customer Data. Nor are Offsight’s AI models, including Base Models and Customer Models and their weights, parameters and other learned values, even where Customer Data was used to train them.

“Personal Data” means information that identifies, relates to, describes, or is reasonably capable of being associated with or linked to an identified or identifiable individual or household, and any information that applicable law defines as “personal data,” “personal information” or an equivalent term. Visual Data that shows an identifiable individual is Personal Data. So is the location history of a tool or item of equipment that you have linked to a named individual.

You retain all right, title and interest in and to Customer Data, including all intellectual property rights in it, subject to the licenses you grant in these Terms. You, and not Offsight, are solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all Customer Data, and you represent and warrant that you have all rights necessary to provide it to Offsight without infringing, violating or misappropriating any third-party right, including rights of privacy.

Offsight will use commercially reasonable efforts to maintain the security and integrity of the Service and of Customer Data, including encryption in transit and at rest, tenant separation, two-factor authentication, permissioned access and logging of administrative access. Except for Offsight’s obligations under the section entitled “Indemnification” and under the Data Processing Addendum, Offsight is not responsible to you for unauthorized access to Customer Data or unauthorized use of the Service except to the extent caused by Offsight’s gross negligence or willful misconduct. You are responsible for use of the Service by any person to whom you have given access, even if you did not authorize the particular use.

You acknowledge that Customer Data may be irretrievably deleted if your account is ninety (90) days or more delinquent.

Visual Data retention. Raw camera frames, and the reduced-size copies made to display them, are deleted automatically thirty (30) days after they are stored. Detection overlay images are deleted automatically three hundred sixty-five (365) days after they are stored. Training captures, the markups, annotations and notes attached to them, and Customer Models are retained in your tenant for as long as your account is active, and are removed from your tenant in accordance with this agreement at termination or on your request. Removing a training capture in the product does not by itself immediately erase the stored image. Vision AI Results are retained on the same basis as other Customer Data. Individual Monitoring Data follows the retention rule for the data it is made of. These periods apply to Customer Data in your tenant. Training Copies, and the models trained with Customer Data, are kept by Offsight as the section entitled “Model Improvement” describes. The Privacy Policy describes the destruction periods that biometric privacy laws set for any Biometric Data.

How Offsight uses Customer Data. Offsight may internally use and modify (but not disclose, except as these Terms permit) Customer Data for the purposes of (a) providing, supporting, securing and troubleshooting the Service for you; (b) generating Aggregated Anonymous Data; and (c) Model Improvement as described in the section entitled “Model Improvement,” and may freely use and make available Aggregated Anonymous Data for its business purposes, including improving, testing and operating its products. “Aggregated Anonymous Data” means data submitted to, collected by or generated by Offsight in connection with your use of the Service, but only in aggregate, anonymized form that cannot be linked to you or to any individual or household and that is not Personal Data under applicable law.

How Personal Data within Customer Data is handled is described in the Privacy Policy and, where Offsight processes Personal Data on your behalf, in the Data Processing Addendum.

10. Model Improvement

Offsight uses Customer Data — including Visual Data that shows people, their faces and their activity — to train and improve its AI models, including the Base Models it uses to provide the Service to all of its customers.

“Model Improvement” means Offsight’s use of Customer Data to train, retrain, fine-tune, test, evaluate, validate, improve and develop Offsight’s AI models, including Base Models and other models Offsight uses to provide the Service to its other customers. The Customer Data used includes Visual Data that shows people, their faces and their activity, Vision AI Results, Individual Monitoring Data, and the markups, labels and notes attached to them. Training a Customer Model for you is not Model Improvement.

The license. You grant Offsight a non-exclusive, worldwide, royalty-free, fully paid license, during the term, to use, copy, store, annotate, label, modify and create derivatives of Customer Data for Model Improvement, and to permit its Sub-processors to do so on its behalf. You also grant Offsight a perpetual and irrevocable license to keep and use Training Copies, and the models trained with Customer Data, for Model Improvement after the term ends. The license applies from the Model Improvement Effective Date to all Customer Data that Offsight holds on that date and to all Customer Data provided after it. Offsight owns the models, weights, parameters and other results of Model Improvement, and they are not Customer Data. When Offsight performs Model Improvement, it observes the Model Improvement Safeguards.

The Model Improvement Safeguards. “Model Improvement Safeguards” means the following commitments, which are the only limits on Model Improvement. Offsight:

• (a) does not disclose your Customer Data, or any image or other data that identifies you or any individual, to any other customer;
• (b) does not use Customer Data to create a faceprint, face template or other biometric template of any individual;
• (c) does not sell Customer Data; and
• (d) protects Training Copies and other Customer Data used for Model Improvement with commercially reasonable security measures.

Making a model trained with your Customer Data available to other customers is not a disclosure of your Customer Data. Offsight’s models, including their weights and parameters, are Offsight’s property and are not Customer Data.

No setting and no opt-out. Model Improvement does not depend on any setting, and there is no opt-out other than any that applicable law requires. The account setting “Improve Vision AI capability and accuracy” controls only Second-Opinion Review.

Training Copies. “Training Copies” means copies of Customer Data, including Visual Data and the markups, labels and notes attached to it, that Offsight selects and stores for Model Improvement. Training Copies are not subject to the retention periods that apply to Customer Data in your tenant. Offsight keeps them for as long as it uses them for Model Improvement, including after this agreement ends, and protects them as the Model Improvement Safeguards describe.

From when. “Model Improvement Effective Date” means the date this version of these Terms takes effect for you: for a customer that first accepts these Terms, or signs an Order Form that references them, after this version is posted, the date it does so; and for an existing customer, the date thirty (30) days after Offsight gives notice of this version under the section entitled “Changes to these Terms.” From the Model Improvement Effective Date, Model Improvement applies to all Customer Data that Offsight holds on that date and to all Customer Data provided after it.

Offsight’s role. Offsight performs Model Improvement for its own business purposes. To the extent applicable law permits a processor or service provider to use Personal Data to build or improve its services, Offsight performs Model Improvement in that role. To the extent applicable law treats Model Improvement as outside that role, Offsight performs it as an independent controller (or “business” or “third party”), and you authorize and instruct Offsight to receive and use Customer Data for it. In either case, Offsight complies with the obligations that applicable law places directly on it.

Your authorizations. Under the section entitled “Customer representations and warranties,” you represent that you have every Required Authorization for Model Improvement, including every notice and consent needed for Offsight to use Visual Data that shows Monitored Individuals. Claims arising from Offsight’s use of Customer Data for Model Improvement as these Terms permit are Covered Claims under the section entitled “Customer indemnity.”

What stays after this agreement ends. Training Copies, Aggregated Anonymous Data and the models trained with Customer Data are kept by Offsight after this agreement ends, and are not returned or deleted with Customer Data.

Model providers do not train on your content. Inference requests to third-party model providers are made under commercial API terms under which customer content is not used to train the provider’s models.

Customer Models are not deployed for other customers. Vision AI trains a Customer Model for you, at your direction, starting from a Base Model and using your own Visual Data, and deploys it only to provide the Service to you. A Customer Model is not deployed for any other customer. The notes you attach to training captures and to the areas a camera watches are used for Second-Opinion Review and are not used to train a Customer Model. Like other Customer Data, they are within Model Improvement.

11. INDIVIDUAL MONITORING — YOUR SOLE RESPONSIBILITY AND RISK

“Individual Monitoring,” also called “People Tracking,” means any of the following, whether or not any individual is named, and by whatever means, including face, body, gait, clothing, appearance, badge, tag or assignment:

• (a) configuring or using Vision AI, a Customer Model or any other feature of the Service to detect, track, count, locate or monitor people, including detecting whether people are present or working in an area;
• (b) any feature or use of the Service that recognizes a person as the same individual across images, cameras, areas or time; identifies or re-identifies an individual; or attributes presence, location, movement, activity, behavior, attendance or performance to a specific individual; or
• (c) any use of Visual Data or Output, alone or combined with other information such as schedules, work assignments, or badge or timekeeping records, to evaluate a specific individual or to attribute activity to one.

Individual Monitoring is available whenever you configure or use the Service in any of these ways. It does not need to be enabled, approved or attested to, and Offsight does not review or approve it. You accept responsibility for it, as this section describes, by using it and by accepting these Terms or an Order Form. Configuring Work-Area Activity Detection to detect whether people are present or working is Individual Monitoring, and so is using Tools & Equipment Tracking to follow an individual.

INDIVIDUAL MONITORING IS AVAILABLE WHENEVER YOU CONFIGURE VISION AI TO DETECT, TRACK, COUNT, LOCATE OR MONITOR PEOPLE, OR USE VISUAL DATA OR OUTPUT TO EVALUATE OR ATTRIBUTE ACTIVITY TO A SPECIFIC INDIVIDUAL. NO SEPARATE SETTING, APPROVAL OR ATTESTATION IS REQUIRED. BY USING INDIVIDUAL MONITORING YOU ACCEPT, FOR YOURSELF AND YOUR COMPANY, FULL RESPONSIBILITY FOR THAT USE, AND YOU ACKNOWLEDGE AND AGREE THAT:

• (1) YOU ALONE DECIDE WHETHER, WHERE, WHEN AND HOW TO MONITOR ANY INDIVIDUAL, AND, AS BETWEEN YOU AND OFFSIGHT, YOU ARE THE EMPLOYER, CONTROLLER, “BUSINESS” AND “DEPLOYER” FOR THAT MONITORING;
• (2) YOU USE INDIVIDUAL MONITORING AT YOUR SOLE LEGAL RISK, AND YOU ARE SOLELY RESPONSIBLE FOR COMPLYING WITH ALL MONITORING LAWS OF EVERY COUNTRY, STATE, PROVINCE AND LOCAL JURISDICTION WHERE YOU OPERATE A CAMERA OR WHERE A MONITORED INDIVIDUAL IS LOCATED;
• (3) YOU WILL OBTAIN AND MAINTAIN EVERY REQUIRED AUTHORIZATION. THAT MEANS GIVING EVERY NOTICE, POSTING EVERY SIGN, OBTAINING EVERY CONSENT AND RELEASE (INCLUDING WRITTEN BIOMETRIC RELEASES WHERE THE LAW REQUIRES THEM), COMPLETING EVERY ASSESSMENT, AND MEETING EVERY OBLIGATION TO NOTIFY, CONSULT OR BARGAIN WITH A UNION OR OTHER EMPLOYEE REPRESENTATIVE. YOU WILL ALSO HANDLE EVERY REQUEST FROM A MONITORED INDIVIDUAL;
• (4) OFFSIGHT HAS NO RELATIONSHIP WITH MONITORED INDIVIDUALS, CANNOT GIVE NOTICE OR OBTAIN CONSENT ON YOUR BEHALF, DOES NOT PROVIDE LEGAL ADVICE, AND MAKES NO REPRESENTATION THAT ANY USE OF VISION AI OR INDIVIDUAL MONITORING IS LAWFUL IN ANY JURISDICTION;
• (5) OFFSIGHT HAS NO RESPONSIBILITY, AND NO LIABILITY TO YOU, FOR YOUR INDIVIDUAL MONITORING OR FOR ANY DECISION YOU MAKE ABOUT ANY INDIVIDUAL; AND
• (6) YOU WILL DEFEND, INDEMNIFY AND HOLD HARMLESS THE OFFSIGHT INDEMNITEES AGAINST EVERY COVERED CLAIM AND ALL LOSSES, AS SET OUT IN THE SECTION ENTITLED “CUSTOMER INDEMNITY.” THAT OBLIGATION HAS NO CAP AND SURVIVES TERMINATION.

12. Facial Recognition and Biometric Data: product facts and your legal duties

Offsight’s Vision AI does not currently offer Facial Recognition. This describes the product. It is not a restriction on you. If you apply Facial Recognition or any other biometric process to Visual Data or Output, whether inside or outside the Service, that use is Individual Monitoring and is at your sole risk. Under the Model Improvement Safeguards, Offsight does not use Customer Data to create a faceprint, face template or other biometric template of any individual.

Where a law that applies to you, to a Site or to a Monitored Individual requires it, you will meet the Biometric Release Requirements before any Biometric Data is collected, and you are solely responsible for any other duty that biometric privacy laws place on you.

“Facial Recognition” means any process that analyzes a person’s face or facial features to identify, verify, recognize or match an individual, or to create a faceprint or face template. It includes one-to-one and one-to-many matching. Detecting that a person or face is present in an image, or where it is, without identifying, verifying or matching the individual and without creating a faceprint or face template, is not Facial Recognition.

“Biometric Data” means:

• (a) any biometric identifier, biometric information or biometric data as defined by any law that applies to you, to a Site or to a Monitored Individual; and
• (b) any faceprint, face template, or other template, embedding or representation derived from a person’s face, hand, iris, retina, fingerprint, voice, gait or other physical or behavioral characteristic, that is used to identify or re-identify a specific individual.

A photograph or other Visual Data is not in itself Biometric Data, unless a law that applies treats it as such.

“Biometric Release Requirements” means, where a law that applies to a Monitored Individual requires it, and before any Biometric Data is collected:

• (a) written notice that Biometric Data is being collected or stored, of the specific purpose and of how long it will be kept, and that it will be disclosed to and processed by Offsight and its Sub-processors, including for Model Improvement;
• (b) a written release or consent from the individual or their legally authorized representative, signed electronically where the law allows. Where the law requires it (for example in Colorado, for location tracking), the consent must be voluntary and not a condition of employment;
• (c) any further notice, signage, policy, assessment or consent that Monitoring Laws require; and
• (d) records of each of these, which you keep and provide to Offsight on request.

13. Customer representations and warranties

You represent and warrant, when you accept these Terms and for as long as any camera sends images to Vision AI, that you have obtained, and will maintain, every Required Authorization. That includes every notice and consent needed for Offsight to use Customer Data, including Visual Data that shows Monitored Individuals, for Model Improvement as these Terms describe. You also represent that your notices to workers and others who may appear in Visual Data tell them that images are processed by Offsight as your vendor and are used by Offsight to train and improve its AI models.

You also represent and warrant, on the same basis, that:

• you have the right to connect each camera you connect to the Service and to submit the resulting Visual Data; and
• you will provide copies of your notices, consents, releases and policies on request where Offsight reasonably needs them to respond to a claim, an individual or a regulator.

14. Restrictions

Except as expressly set out in this agreement, you will not (and will not permit any third party to), directly or indirectly:

• reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Service, except to the extent applicable law specifically prohibits that restriction;
• modify, translate or create derivative works based on the Service;
• copy, rent, lease, distribute, pledge, assign or otherwise transfer or encumber rights to the Service;
• use the Service for the benefit of a third party;
• remove or alter any proprietary notice or label;
• use the Service, or its output, to build a product or model that is competitive with any Offsight product or service;
• interfere or attempt to interfere with the proper working of the Service or any activity conducted on it, including by generating automated request volumes that degrade the Service for others; or
• bypass any measure Offsight uses to prevent or restrict access to the Service, or to any account, system or network connected to it.

You are responsible for all of your activity in connection with the Service, including the uploading of Customer Data. You will use the Service in compliance with all applicable local, state, national and foreign laws, treaties and regulations, including Monitoring Laws and those relating to data privacy, international communications, export control and the transmission of technical or personal data, and will not use the Service in a manner that violates any third-party intellectual property, contractual or other proprietary right.

15. Third-party services and integrations

The Service may operate on, with or using application programming interfaces and other services operated or provided by third parties (“Third Party Services”), including the native integrations Offsight provides — for example to accounting and ERP systems, and to design-file platforms for models, drawings and sheets.

Offsight is not responsible for the operation of any Third Party Service, nor for the availability or operation of the Service to the extent it depends on one. You are solely responsible for procuring the rights necessary to access a Third Party Service and for complying with its terms. Any exchange of data between you and a third-party provider is between you and that provider and is governed by that provider’s terms. Offsight makes no representation or warranty with respect to Third Party Services.

Where you ask the AI assistant to help configure an integration, you remain responsible for the credentials used, for the scope of access granted, and for reviewing the resulting configuration before it is relied on.

Cameras used with Vision AI are third-party hardware that you procure, install and own. Offsight does not control a camera’s hardware or firmware, and any data a camera sends anywhere other than to the Service is outside the Service and governed by the manufacturer’s terms.

16. Ownership; feedback

As between the parties, Offsight retains all right, title and interest in and to the Service and all software, products, works and other intellectual property and moral rights related to it or created, used or provided by Offsight for the purposes of this agreement, including copies and derivative works. Offsight also owns Base Models, Customer Models and its other models, including their weights, parameters and other learned values, the results of Model Improvement, and Aggregated Anonymous Data, none of which is Customer Data. Any software distributed or provided to you is part of the “Service” and subject to these Terms. No rights or licenses are granted except as expressly and unambiguously set out here.

You may, but are not obliged to, provide suggestions, comments or other feedback about the Service (“Feedback”). Feedback, even if designated confidential, creates no confidentiality obligation for Offsight. Feedback is provided “AS IS” and without warranty of any kind. You grant Offsight a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit Feedback for any purpose. Nothing in this agreement impairs Offsight’s right to develop, acquire, license, market, promote or distribute products or technologies that perform the same or similar functions as, or otherwise compete with, anything you may develop, produce, market or distribute.

17. Fees; payment

You will pay Offsight the fees set out in each Order Form (“Fees”). Unless an Order Form says otherwise, Fees are invoiced annually in advance, and all invoices are payable in U.S. dollars on the terms stated in the invoice. You are responsible for all taxes associated with the Service, excluding taxes based on Offsight’s net income. Except as the section entitled “Changes to these Terms” and section 7 of the Data Processing Addendum provide, Fees paid are non-refundable and are not subject to set-off. Amounts not received by the due date may accrue late interest at 2% of the outstanding balance per month.

If you exceed a user, usage or AI credit limitation set out on an Order Form, Offsight may invoice for the additional users, usage or credits at the overage rates on the Order Form (or, if none are stated, at Offsight’s then-current standard overage rates), pro-rated from the first date of the excess through the end of the then-current Order Form Term, and any renewal will include those additional amounts. Where an Order Form provides for unlimited users or usage, no additional charge arises for exceeding a limitation that does not apply.

18. Term; termination; transition

This agreement commences on the date of the first Order Form and, unless earlier terminated, continues until the expiration of all Order Form Terms. Unless an Order Form says otherwise, its term begins on its effective date, continues for the initial term stated on it, and then renews automatically for successive periods of equal duration unless either party gives notice of non-renewal at least thirty (30) days before the end of the then-current term.

Either party may terminate for material breach by written notice if the breaching party does not cure within thirty (30) days of receipt. Offsight may suspend or restrict the Service, or any part of it, only on a Suspension Event, as the section entitled “Cooperation, claims and suspension” defines and describes. Where the Suspension Event is use that causes, or is reasonably likely to cause, damage to or material degradation of the Service, Offsight will use reasonable good-faith efforts to work with you first, unless the threat requires immediate action, and will use commercially reasonable efforts to give notice describing the problem.

Before termination or expiration, Offsight will schedule a transition meeting with your designated account owner to coordinate the orderly export of Customer Data and to confirm outstanding obligations. Data export assistance beyond the standard export functions of the Service is billable at Offsight’s then-standard rates.

All provisions that by their nature should survive termination do survive, including accrued payment obligations; ownership provisions; the perpetual license in the section entitled “Model Improvement” to keep and use Training Copies and the models trained with Customer Data, the Model Improvement Safeguards, and Offsight’s rights in Aggregated Anonymous Data; the acknowledgments in the section entitled “Individual Monitoring”; warranty disclaimers; indemnities, including the section entitled “Customer indemnity”; the section entitled “Insurance,” for the period it states; the section entitled “Cooperation, claims and suspension”; limitations of liability; and the section entitled “No liability to you for monitoring decisions.”

19. Indemnification

Each party (“Indemnitor”) will defend, indemnify and hold harmless the other party, its affiliates and their respective employees, contractors, directors, suppliers and representatives (the “Indemnitee”) from all liabilities, claims and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Third-Party Losses”) arising from a claim that (i) in the case of Customer as Indemnitor, Customer Data or Customer’s use of the Service infringes, violates or misappropriates a third-party intellectual property or proprietary right, including rights of privacy, or violates applicable law, or (ii) in the case of Offsight as Indemnitor, the Service infringes, violates or misappropriates a third-party intellectual property or proprietary right, or the claim arises from Offsight’s breach of its security obligations in the section entitled “Customer data” or of the Model Improvement Safeguards.

Indemnification is conditioned on the Indemnitee providing prompt written notice of the claim (failure to do so relieves the Indemnitor only to the extent it is materially prejudiced), the option to assume sole control of the defense and settlement (with the Indemnitee entitled to participate at its own expense), and reasonable information and assistance at the Indemnitor’s expense.

Offsight’s obligations for infringement claims above do not apply to the extent a claim arises from (i) anything not created or provided by Offsight, including Customer Data and Third Party Services; (ii) anything made to Customer specifications; (iii) modification after delivery by Offsight; (iv) combination with products, processes or materials not provided by Offsight, where the Third-Party Losses arise from that combination; (v) continuation of allegedly infringing activity after notice or after being informed of a modification that would have avoided it; or (vi) use of the Service other than strictly in accordance with this agreement.

The section entitled “Customer indemnity” also applies. It governs every claim within its scope, and where it conflicts with this section, it controls.

20. CUSTOMER INDEMNITY — INDIVIDUAL MONITORING, VISION AI, MODEL IMPROVEMENT AND MONITORING LAWS

YOU WILL DEFEND, INDEMNIFY AND HOLD HARMLESS THE OFFSIGHT INDEMNITEES FROM AND AGAINST EVERY COVERED CLAIM AND ALL LOSSES ARISING FROM IT. THIS OBLIGATION APPLIES EVEN IF THE COVERED CLAIM ALLEGES, OR THE LOSS IS CAUSED IN PART BY, THE ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR STATUTORY VIOLATION OF AN OFFSIGHT INDEMNITEE. IT DOES NOT APPLY ONLY TO THE EXTENT A LOSS IS FINALLY DETERMINED TO HAVE BEEN CAUSED BY (I) THE FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF AN OFFSIGHT INDEMNITEE, (II) OFFSIGHT’S BREACH OF ITS SECURITY OBLIGATIONS OR OF THE MODEL IMPROVEMENT SAFEGUARDS, OR (III) AN ACT OR OMISSION FOR WHICH APPLICABLE LAW, INCLUDING COLORADO REVISED STATUTES SECTION 6-1-1707(7), DOES NOT PERMIT INDEMNIFICATION. YOUR OBLIGATIONS UNDER THIS SECTION ARE UNLIMITED, ARE NOT SUBJECT TO ANY CAP, LIMITATION OR EXCLUSION OF LIABILITY IN THESE TERMS, AND SURVIVE THE TERMINATION OR EXPIRATION OF THESE TERMS AND OF EVERY ORDER FORM.

“COVERED CLAIMS” MEANS EVERY CLAIM, DEMAND, LAWSUIT, CLASS, COLLECTIVE OR REPRESENTATIVE ACTION, ARBITRATION, REGULATORY OR GOVERNMENTAL INVESTIGATION, INQUIRY, AUDIT OR PROCEEDING, WHETHER THREATENED OR BROUGHT, BY ANY THIRD PARTY OR GOVERNMENT AUTHORITY, THAT ARISES OUT OF OR RELATES TO ANY OF THE MATTERS BELOW. CLAIMANTS INCLUDE ANY MONITORED INDIVIDUAL, ANY UNION, WORKS COUNCIL OR OTHER LABOR ORGANIZATION, AND ANY PUTATIVE CLASS OR REPRESENTATIVE OF ANY OF THEM. THE MATTERS ARE:

• (A) INDIVIDUAL MONITORING, OR ANY OTHER USE OF VISION AI, A CUSTOMER MODEL, VISUAL DATA OR OUTPUT THAT INVOLVES ANY INDIVIDUAL, INCLUDING THE APPEARANCE OF ANY INDIVIDUAL IN VISUAL DATA;
• (B) THE PLACEMENT, FIELD OF VIEW, AUDIO SETTINGS OR OPERATION OF ANY CAMERA OR OTHER DEVICE YOU CONNECT TO THE SERVICE;
• (C) THE REQUIRED AUTHORIZATIONS, OR ANY FAILURE TO GIVE, OBTAIN, COMPLETE OR KEEP ANY OF THEM;
• (D) ANY CONSEQUENTIAL EMPLOYMENT DECISION OR OTHER DECISION YOU MAKE ABOUT ANY INDIVIDUAL;
• (E) OFFSIGHT’S USE OF CUSTOMER DATA FOR MODEL IMPROVEMENT AS THESE TERMS PERMIT;
• (F) THE MONITORING OF, OR THE APPEARANCE IN VISUAL DATA OF, WORKERS OF OTHER EMPLOYERS AT A SITE; OR
• (G) YOUR BREACH OF THESE TERMS, THE ACCEPTABLE USE POLICY OR YOUR REPRESENTATIONS AND WARRANTIES, OR YOUR VIOLATION OF ANY MONITORING LAW OR OTHER APPLICABLE LAW.

COVERED CLAIMS INCLUDE CLAIMS UNDER LAWS ON PRIVACY, PUBLICITY AND INTRUSION UPON SECLUSION; BIOMETRIC PRIVACY; WIRETAPPING, EAVESDROPPING AND RECORDING; VOYEURISM AND PRIVATE PLACES; EMPLOYEE MONITORING AND NOTICE; LABOR RELATIONS; ANTI-DISCRIMINATION; AUTOMATED DECISION-MAKING AND ARTIFICIAL INTELLIGENCE IN EMPLOYMENT; CONSUMER PROTECTION; AND DATA PROTECTION.

“LOSSES” MEANS ALL LIABILITIES, DAMAGES (INCLUDING STATUTORY AND LIQUIDATED DAMAGES), SETTLEMENTS, JUDGMENTS, AWARDS, COSTS AND EXPENSES, WHETHER OR NOT PAID TO A THIRD PARTY. THAT INCLUDES REASONABLE ATTORNEYS’ AND EXPERTS’ FEES AND COSTS, E-DISCOVERY COSTS, AND THE COSTS OF RESPONDING TO SUBPOENAS AND REGULATORY INQUIRIES. IT INCLUDES FINES AND PENALTIES TO THE EXTENT APPLICABLE LAW PERMITS INDEMNIFICATION FOR THEM.

Your duty to defend arises when a claim is tendered and is separate from your duty to indemnify. Offsight may participate with counsel of its choice at its own expense, or at your expense if there is a conflict of interest. You will not settle any claim in a way that admits fault on behalf of an Offsight Indemnitee, imposes any obligation on it, or does not fully release it, without Offsight’s prior written consent. If you do not assume the defense within a reasonable time after tender, and in any event in time to respond to the claim, or do not defend it diligently, Offsight may defend and settle the claim on reasonable terms, and the settlement amount and Offsight’s reasonable costs are Losses under this section. Failure to give prompt notice relieves you only to the extent you are materially prejudiced. This section applies to the fullest extent permitted by applicable law, including any statute limiting indemnification, such as a statute limiting indemnification in construction contracts.

21. Insurance

If you use Individual Monitoring, then during the term and for one year after, you will maintain, with insurers rated A- VII or better by A.M. Best (or an equivalent rating): commercial general liability insurance; cyber, privacy and network-security liability insurance, including privacy regulatory defense and, where insurable, fines and penalties; and employment practices liability insurance that includes third-party and invasion-of-privacy coverage. Each must have limits commercially reasonable for your size and your use of Individual Monitoring. You will provide certificates on request and, where commercially available, name Offsight as an additional insured and waive subrogation. These insurance requirements are not a condition of, and do not limit, your obligations under the section entitled “Customer indemnity.” If your insurance excludes biometric-privacy or statutory-violation claims, you remain responsible for them.

22. Cooperation, claims and suspension

You will notify Offsight within five (5) business days after receiving any claim, regulatory inquiry, works-council or union demand, or request from an individual relating to Individual Monitoring, Visual Data or Model Improvement. You will cooperate in the defense, preserve relevant records, and handle requests from your own personnel and from others who appear in your Visual Data. Offsight will provide reasonable assistance at your expense.

“Suspension Events” means:

• (a) your account is more than sixty (60) days past due;
• (b) a threat to the security or integrity of the Service, of Offsight, or of other customers’ data. Examples are compromised credentials, malware, or attack traffic from your account, and use that causes, or is reasonably likely to cause, damage to or material degradation of the Service that interferes with Offsight’s ability to serve other customers; or
• (c) an order of a court, regulator or other government authority with jurisdiction, or a law that requires Offsight itself to act, compels Offsight to suspend or restrict the Service or any part of it.

Offsight may suspend or restrict the Service, or any part of it, only on a Suspension Event. Offsight does not suspend or restrict Vision AI, Individual Monitoring or any camera because of what you choose to monitor, except under item (c) of that definition. Offsight will give notice of a suspension unless the law or the order prevents it, or unless the security threat requires immediate action, and will lift the suspension once the Suspension Event ends.

23. DISCLAIMER

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY COURSE OF PERFORMANCE, USAGE OF TRADE OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, OFFSIGHT DOES NOT WARRANT THAT OUTPUT GENERATED BY THE AI FEATURES OF THE SERVICE (INCLUDING VISION AI DETECTIONS, VISION AI RESULTS, TOOLS & EQUIPMENT TRACKING, INDIVIDUAL MONITORING AND CUSTOMER MODELS) IS ACCURATE, COMPLETE, CURRENT OR SUITABLE FOR ANY PARTICULAR PURPOSE, AND SUCH OUTPUT IS SUBJECT TO THE HUMAN REVIEW REQUIREMENTS SET OUT ABOVE.

OFFSIGHT DOES NOT PROVIDE LEGAL ADVICE AND DOES NOT WARRANT THAT ANY USE OF VISION AI, INDIVIDUAL MONITORING OR ANY OUTPUT COMPLIES WITH ANY LAW, OR THAT ANY TEMPLATE NOTICE, SIGN OR SUMMARY OF LAW OFFSIGHT PROVIDES IS COMPLETE, CURRENT OR SUFFICIENT FOR YOUR SITES.

24. LIMITATION OF LIABILITY; RIGHTS THAT CANNOT BE WAIVED

EXCEPT FOR EXCLUDED CLAIMS, IN NO EVENT WILL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, STATUTE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND; (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE, REGARDLESS OF THE SOURCE OF ORIGINATION; OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF, IN THE AGGREGATE, THE FEES PAID OR PAYABLE BY CUSTOMER TO OFFSIGHT IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS APPLY TO ALL THEORIES OF LIABILITY, INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY AND STATUTE, EVEN IF A PARTY’S NEGLIGENCE CAUSED THE LOSS AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

“EXCLUDED CLAIMS” MEANS (A) CUSTOMER’S DEFENSE AND INDEMNITY OBLIGATIONS, INCLUDING UNDER THE SECTION ENTITLED “CUSTOMER INDEMNITY,” AND OFFSIGHT’S DEFENSE AND INDEMNITY OBLIGATIONS FOR INFRINGEMENT CLAIMS UNDER THE SECTION ENTITLED “INDEMNIFICATION”; (B) CUSTOMER’S PAYMENT OBLIGATIONS; (C) CUSTOMER’S BREACH OF THE SECTIONS ENTITLED “ACCEPTABLE USE OF AI FEATURES,” “INDIVIDUAL MONITORING,” “FACIAL RECOGNITION AND BIOMETRIC DATA,” “CUSTOMER REPRESENTATIONS AND WARRANTIES” OR “RESTRICTIONS,” OR OF THE ACCEPTABLE USE POLICY; (D) A PARTY’S FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; AND (E) ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW, INCLUDING CALIFORNIA CIVIL CODE SECTION 1668. THE PARTIES AGREE THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN.

AMOUNTS A PARTY IS REQUIRED TO PAY TO A THIRD PARTY UNDER ITS DEFENSE AND INDEMNITY OBLIGATIONS IN THESE TERMS ARE DIRECT DAMAGES FOR PURPOSES OF THIS SECTION.

RIGHTS THAT CANNOT BE WAIVED. NOTHING IN THESE TERMS EXCLUDES OR LIMITS ANY LIABILITY, OR WAIVES ANY RIGHT, THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED UNDER APPLICABLE LAW, INCLUDING CALIFORNIA CIVIL CODE SECTION 1668. EACH PROVISION OF THESE TERMS THAT ALLOCATES RISK OR LIABILITY APPLIES TO THE FULLEST EXTENT THE LAW ALLOWS. THESE TERMS DO NOT WAIVE ANY RIGHT OF A MONITORED INDIVIDUAL OR OTHER THIRD PARTY THAT CANNOT BE WAIVED BY CONTRACT.

25. NO LIABILITY TO YOU FOR MONITORING DECISIONS

OFFSIGHT HAS NO RESPONSIBILITY AND NO LIABILITY TO YOU FOR ANY LOSS ARISING FROM INDIVIDUAL MONITORING, FROM ANY OTHER USE OF VISION AI INVOLVING INDIVIDUALS, FROM YOUR PLACEMENT OR CONFIGURATION OF CAMERAS, FROM ANY DECISION YOU MAKE ABOUT AN INDIVIDUAL, OR FROM YOUR FAILURE TO COMPLY WITH MONITORING LAWS OR TO OBTAIN THE REQUIRED AUTHORIZATIONS, INCLUDING ANY SUCH LOSS ALLEGED TO ARISE FROM OFFSIGHT’S NEGLIGENCE, EXCEPT TO THE EXTENT CAUSED BY OFFSIGHT’S FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR BY OFFSIGHT’S BREACH OF ITS SECURITY OBLIGATIONS OR OF THE MODEL IMPROVEMENT SAFEGUARDS.

26. Changes to these Terms

Offsight may update these Terms and the policies they incorporate, including the Acceptable Use Policy, the Data Processing Addendum, the Privacy Policy and the Service Level Agreement. Offsight will give notice of a Material Change at least thirty (30) days before it takes effect, by email to your Authorized Administrators and/or by notice in the Service or on Offsight’s website. A Material Change takes effect at the end of that notice period, and your continued use of the Service after it takes effect is your acceptance of it. Other updates take effect when Offsight posts them or gives notice of them. If you do not agree to an update, your remedy is to stop using the Service and terminate the affected Order Form before the update takes effect, and Offsight will refund any prepaid fees for the remainder of its term. An update does not apply to a dispute that arose before it took effect. If an Order Form or other agreement signed by both you and Offsight conflicts with an update, the signed agreement controls for its term. An update that takes effect under this section is agreed in writing for purposes of the section entitled “Miscellaneous.”

“Material Change” means an update to these Terms, or to a policy they incorporate, that does any of the following:

• expands Offsight’s rights to use Customer Data;
• changes the allocation of liability, risk or indemnity between you and Offsight; or
• otherwise materially reduces your rights.

When this version of these Terms takes effect for you, the license in the section entitled “Model Improvement” applies, from the Model Improvement Effective Date, to all Customer Data that Offsight holds on that date and to all Customer Data provided after it.

27. Miscellaneous

This agreement represents the entire agreement between you and Offsight with respect to its subject matter and supersedes all prior or contemporaneous communications, agreements and proposals, whether oral, written or electronic. It is governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and the parties consent to exclusive jurisdiction and venue in the state and federal courts located in San Francisco, California. If a court holds that applicable law prevents enforcement of the exclusive-venue provision for a particular customer, the remaining provisions of this section, including the choice of California law, continue to apply.

Acceptance and authority. The individual who accepts these Terms represents that they are authorized to bind you. You are bound by every configuration of the Service made by any of your users, including any configuration of Vision AI that is Individual Monitoring. The Service is offered only to businesses and other organizations, not to consumers.

Notices must be in writing and are deemed given when received — if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if sent by email; or the day after sending, if sent for next-day delivery by a recognized overnight service. Notices go to the contacts stated on the Order Form, which either party may update by notice. Offsight may also give you notice by email to your Authorized Administrators, and may give notice of an update under the section entitled “Changes to these Terms” in any way that section allows.

Except as provided in the section entitled “Changes to these Terms,” no modification or amendment is effective unless agreed by both parties in writing, and no waiver is effective unless in writing and signed by the waiving party. An update that takes effect under that section is agreed in writing for purposes of this section. Except for payment obligations, neither party is liable for a failure to perform caused by anything beyond its reasonable control, including fire, flood, severe weather, earthquake, vandalism, accident, sabotage, power failure, denial-of-service or similar attack, internet failure, acts of God, war, terrorism, riot, civil disturbance, strike or labor disruption, or any law, order, rule, regulation or restraint of a government or governmental authority.

Neither party may assign its rights or obligations without the other’s consent, except that (i) either party may assign to a successor-in-interest in connection with a sale of substantially all of its business relating to this agreement, and (ii) Offsight may use subcontractors and Sub-processors in performing its obligations. No agency, partnership, joint venture or employment relationship is created. In any action to enforce rights under this agreement, the prevailing party is entitled to recover costs and attorneys’ fees. If a provision is held unenforceable it will be reformed only to the extent necessary to make it enforceable. A party’s failure to act on a breach is not a waiver of that or any subsequent breach.

Rights that cannot be waived. The paragraph headed “Rights that cannot be waived” in the section entitled “Limitation of liability” applies to every provision of these Terms.

A reference in these Terms to “the section entitled” a title refers to the section of these Terms whose heading, disregarding its number and capitalization, begins with that title, whatever its number.

28. Definitions

In these Terms, the following terms have the meanings below. They have the same meaning in the Privacy Policy, the Acceptable Use Policy, the Data Processing Addendum and the Service Level Agreement.

• “Authorized Administrator” means a user of your tenant who holds the account-owner or administrator role. Offsight sends notices under these Terms, including notices of updates under the section entitled “Changes to these Terms,” to the email addresses of your Authorized Administrators on file in the Service. You are responsible for keeping at least one Authorized Administrator, and that person’s email address, current.
• “Consequential Employment Decision” means any decision about an individual’s hiring or other engagement, promotion, compensation or benefits, allocation or assignment of work, scheduling penalties, evaluation, discipline, demotion, suspension, termination, or other terms or conditions of employment or engagement.
• “Individual Monitoring Data” means Visual Data, Output and other data that Individual Monitoring creates, uses or derives, including any count, location, track, identifier, embedding, profile, attendance or activity record relating to people or to a specific individual. Individual Monitoring Data is Customer Data. Individual Monitoring Data that is also Biometric Data is subject to both definitions.
• “Monitored Individual” means any person who appears in Visual Data, or whose presence, activity or characteristics are reflected in Visual Data or Output. That includes your employees, applicants, contractors, temporary and staffing-agency workers, workers of other employers at a Site, visitors and members of the public.
• “Monitoring Laws” means all laws, regulations, ordinances, orders and binding guidance, as amended or enacted from time to time, of every country, state, province, county, city and other jurisdiction that apply to you, to your Sites or to any Monitored Individual, and that concern the use of cameras, images, artificial intelligence or data to observe, monitor, track, analyze or make decisions about individuals. They include laws on:
  • workplace and electronic monitoring and notice;
  • where cameras may be placed, and voyeurism and private places;
  • privacy and data protection, including the use of Personal Data to train artificial intelligence models;
  • biometric data and consumer health data;
  • wiretapping, eavesdropping and recording;
  • automated decision-making and artificial intelligence in employment;
  • anti-discrimination;
  • labor relations and collective bargaining;
  • lawful off-duty conduct;
  • productivity quotas; and
  • occupational safety.
• “Offsight Indemnitees” means Offsight, its affiliates, and their respective officers, directors, employees, contractors and agents.
• “Output” means anything the Service generates for you, including Vision AI Results, detection overlays, analytics, reports, alerts, and content generated by the AI assistant or AI agents.
• “Required Authorizations” means everything that Monitoring Laws or any other applicable law require, for each Site and each Monitored Individual, for (a) your use of Vision AI, including Individual Monitoring; (b) Offsight’s processing of Customer Data to provide the Service, including through its Sub-processors; and (c) Offsight’s use of Customer Data, including Visual Data that shows Monitored Individuals, for Model Improvement. Required Authorizations include every notice, posting, sign, policy, consent, release, authorization and assessment, and every obligation to notify, consult or bargain with a union, works council or other employee representative. Releases include written biometric releases that meet the Biometric Release Requirements.
• “Site” means a plant, yard, facility, project site or other location where you install or operate a camera connected to Vision AI. This includes a location that a third party owns or controls, such as a host facility or a project site where other employers’ workers are present.
• “Sub-processor” means a third party that Offsight engages to process Customer Data on Offsight’s behalf. Sub-processors include third-party AI model providers used for AI assistant inference, Image Review and Second-Opinion Review, and providers of hosting, compute and other services that Offsight uses to provide the Service and to perform Model Improvement.

Other terms are defined where they are first used: “Offsight,” “Customer” and “you” in the opening paragraph; “Service” and “Documentation” in the section entitled “Order forms”; “Vision AI,” “Work-Area Activity Detection,” “Tools & Equipment Tracking,” “Visual Data,” “Vision AI Results,” “Base Models,” “Customer Models,” “Second-Opinion Review” and “Image Review” in the section entitled “The AI service”; “Customer Data,” “Personal Data” and “Aggregated Anonymous Data” in the section entitled “Customer data”; “Model Improvement,” “Model Improvement Safeguards,” “Training Copies” and “Model Improvement Effective Date” in the section entitled “Model Improvement”; “Individual Monitoring” and “People Tracking” in the section entitled “Individual Monitoring”; “Facial Recognition,” “Biometric Data” and “Biometric Release Requirements” in the section entitled “Facial Recognition and Biometric Data”; “Third-Party Losses” in the section entitled “Indemnification”; “Covered Claims” and “Losses” in the section entitled “Customer indemnity”; “Suspension Events” in the section entitled “Cooperation, claims and suspension”; and “Material Change” in the section entitled “Changes to these Terms.”

29. Contact

Questions about these Terms, or a request for a signed copy of an agreement, can be sent to sales@offsight.com.

Offsight Inc.
650 California St
San Francisco, California 94108

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