Software Terms & conditions.

These Software License Access Terms and Conditions (“Terms”) govern the access to and use of software products and associated license keys provided by CVEDIA PTE LTD (“CVEDIA”), a company incorporated in Singapore, through its website or other authorized distribution channels. These Terms apply to all transactions involving the purchase, delivery, activation, and management of software licenses, whether initiated online or through direct invoicing.

By accessing CVEDIA’s website, purchasing a license, or activating a license key, the customer (“Customer”) acknowledges that they have read, understood, and agree to be bound by these Terms, along with any applicable End User License Agreement (EULA) and relevant invoice terms. These Terms constitute a binding legal agreement between CVEDIA and the Customer and supersede any prior communications, representations, or agreements not expressly incorporated herein.

Customers are advised to read these Terms carefully before completing any transaction. If the Customer does not agree to these Terms, they must refrain from placing an order or using the software.

1. ONLINE PURCHASE TERMS 
   
   1. Online Order Process. By placing an order through CVEDIA’s website, the Customer affirms that all information provided is accurate, complete, and current. CVEDIA reserves the right to refuse or cancel any order placed for a product listed at an incorrect price, or containing any other typographical errors, whether or not the order has been confirmed and payment processed.
   2. License Delivery. All license keys purchased via the CVEDIA website are delivered digitally. Delivery shall be deemed complete upon the transmission of the license key(s) to the email address provided by the Customer during the checkout process or (if applicable) made available via the user’s online account.
   3. License Activation. Activation of the license is the Customer’s responsibility and must be completed using the instructions provided. Once activated, the license key becomes associated with the Customer’s designated hardware, as per the terms defined in these Terms and the accompanying End User License Agreement (EULA).
2. ACCEPTANCE OF TERMS AND CONDITIONS
   By completing the purchase, the purchaser (“Customer”) expressly acknowledges, agrees to, and is bound by these Terms and Conditions (“Terms”). Payment and subsequent activation of license keys shall be deemed full and irrevocable acceptance of these Terms. These Terms constitute a legally binding agreement between the Customer and CVEDIA PTE LTD, a company incorporated in Singapore (“CVEDIA”).
3. LICENSE GRANT, SCOPE, AND TERM
   
   1. ‍Upon full payment of the corresponding invoice, the Customer is granted a limited, non-exclusive, non-transferable, and revocable license to use the CVEDIA software products as described in the invoice.
   2. The license term shall commence upon payment confirmation and remain valid for the duration specified in the invoice or associated documentation.
   3. Each license key activates the software features on the number of channels and devices as detailed in the invoice. 
   4. Unless otherwise specified in the invoice, the CVEDIA Standard license key includes the following analytics capabilities: Intrusion Detection; Area Enter/Exit Detection; Loitering Detection; Crowding Detection; Tripwire (Line) Crossing; Tailgating; Object Guarding; Object Left Behind; Appearance Search: Search by vehicle type, Search by vehicle color, Search by clothing color.
   5. License keys are strictly non-transferable, and may not be resold, sublicensed, or reassigned to third parties without CVEDIA's prior written consent.
   6. Unless explicitly stated otherwise, all license keys are issued for use solely by the Customer and must be used in accordance with CVEDIA’s End User License Agreement (EULA).
4. DEFINITIONS
   
   1. License Key: A multi-character code used to activate CVEDIA products. Each license key corresponds to a specific number of channels. Once activated, the license key is bound to the device.
   2. Channel: A camera stream with AI analytics enabled. The number of channels associated with a license key represents the maximum number of cameras that can run analytics simultaneously. To increase this limit, the Customer must apply an additional license key with extra channels and activate it on the same device.
5. LICENSE ACTIVATION, DELIVERY, AND MANAGEMENT
   
   1. Upon payment confirmation, CVEDIA will deliver the relevant license keys and instructions to the Customer’s designated contact.
   2. Activation and use of the license are subject to the terms herein and any accompanying End User License Agreement (EULA). 
   3. Once issued, the number of channels associated with a specific key cannot be modified.
   4. Delivery shall be deemed complete upon provision of license keys by CVEDIA via email or other electronic delivery method.
   5. Multiple license keys can be activated on the same device. To increase the number of AI channels available on a single server, the Customer may activate additional keys on the same device.
   6. Once issued, license keys cannot be canceled, exchanged, or refunded.
   7. If the Customer intends to uninstall the plugin from a device, they must revoke the license key from the user interface first. This action makes the key available for use on another device.
6. PAYMENT TERMS AND CONDITIONS
   
   1. Full payment is required prior to the delivery of license keys.
   2. The price of a license key is calculated based on the number of channels associated with that key.
   3. Payments are non-cancellable, non-refundable, and final upon delivery of the license keys.
   4. Failure to remit payment will entitle CVEDIA to suspend or withhold delivery without further obligation or liability.
7. REFUND AND CANCELLATION POLICY 
   
   1. All sales of license keys are final. Due to the nature of software products and the immediate delivery of license keys, CVEDIA does not offer refunds or cancellations once a license key has been issued or accessed, regardless of whether it has been activated.
   2. Exceptions. Refunds or replacements will only be considered in the following exceptional circumstances and solely at CVEDIA’s discretion:
      
      1. If the Customer receives a defective or non-functional license key and reports the issue within seven (7) calendar days of delivery.
      2. If a technical error on CVEDIA’s part results in duplicate billing or unauthorized charges.
   3. To request a refund under these conditions, the Customer must contact CVEDIA at support.cvedia.com and provide proof of purchase along with a detailed description of the issue.
   4. For EU-based consumers, you acknowledge and agree that: 
      
      1. You are purchasing digital content; and
      2. By receiving the license, you expressly waive your 14-day withdrawal right under Directive 2011/83/EU.
      3. If the Software is defective or materially not as described, you may be eligible for a replacement or refund in accordance with applicable law. We reserve the right to verify all claims of product defects.
   5. Unauthorized Use and Chargebacks. Unauthorized use of a payment method or any chargeback initiated after the delivery of a valid license key constitutes a breach of these Terms. CVEDIA reserves the right to suspend access, disable issued licenses, and take legal action to recover losses arising from fraudulent or abusive chargebacks.
8. INTELLECTUAL PROPERTY OWNERSHIP AND RESTRICTIONS
   
   1. All intellectual property rights in the software, documentation, and any related materials remain the exclusive property of CVEDIA.
   2. Customer shall not reverse engineer, decompile, modify, or attempt to derive the source code of the software.
9. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY
   
   1. CVEDIA’s products are provided “AS IS” without warranties of any kind, whether express or implied.
   2. CVEDIA disclaims all warranties, including, without limitation, warranties of merchantability, fitness for a particular purpose, and non-infringement.
   3. In no event shall CVEDIA’s liability exceed the total amount paid by the Customer for the license in the preceding 12 months.
   4. CVEDIA shall not be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits or data.
10. RISK ALLOCATION, USAGE DISCLAIMERS, AND CUSTOMER OBLIGATIONS
    
    1. CVEDIA’s Products are intended solely for informational purposes and are not substitutes for professional judgment or human oversight. 
    2. Customer acknowledges that CVEDIA products are not designed or intended for safety-critical, life-saving, emergency, or regulatory-certified use cases.
    3. Customer assumes all responsibility for ensuring local compliance with applicable laws and regulations.
11. GOVERNING LAW AND DISPUTE RESOLUTION
    
    1. These Terms shall be governed by the laws of Singapore.
    2. Any disputes shall be resolved by arbitration in Singapore, in accordance with the arbitration rules of the Singapore International Arbitration Centre (SIAC).
    3. Notwithstanding the above, either party may seek injunctive relief from a court of competent jurisdiction.
12. GENERAL PROVISIONS
    
    1. Severability: If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable
    2. Entire Agreement: These Terms, together with any invoice and EULA, constitute the entire agreement between the parties regarding the subject matter and supersede all prior discussions or agreements.
    3. No waiver of any breach or default shall constitute a waiver of any other right or provision.
    4. CVEDIA reserves the right to modify, update, or revise these Terms at any time and at its sole discretion. Any such changes shall become effective immediately upon posting the revised Terms on CVEDIA’s website or upon direct communication to the Customer, whichever occurs first. Continued use of CVEDIA’s software products or license management platform after the effective date of any modifications shall constitute the Customer’s acceptance of the revised Terms. It is the Customer’s responsibility to regularly review the Terms to stay informed of any updates.