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We, at Hummingbirds AI, follow a strict privacy-first policy. We have made this technology, Guacamole ID, to protect as much of your privacy as possible while enabling the services you are using.
By installing this Software, you hereby consent to the use by Guacamole ID Software of your camera footage, which may be obtained while using the Software.
We are committed to protecting the privacy of individuals. By downloading, installing, and using our Software and/or providing your “personally identifiable information” or “personal data” (PII), you consent to our collection, storage, transfer, and processing of that PII in order to provide the services advertised by the Software and in accordance with our privacy policies and applicable laws.
When we refer to the term PII, we mean information that can identify you or is capable of doing so with other information we may hold about you now or in the future. We may collect and process your identification data (such as facial identification information and behaviors gathered in video).
We have implemented reasonable physical, technical, and organizational measures designed to secure your PII from accidental loss and from unauthorized access, use, alteration, or disclosure. Our Software and websites have security measures in place to protect against the loss, misuse, and alteration of information under our control.
By downloading, installing, copying, accessing or using the Software, you agree to the terms of this End User License Agreement. If you are accepting these terms on behalf of another person, company, or other legal entity, you represent and warrant that you have full authority to bind that person, company, or legal entity to these terms.
If you do not agree to these terms, do not download, install, copy, access or use the Software.
Hummingbirds AI Inc. (the “Company”) hereby grants to End User, and End User hereby accepts from Company, a non-exclusive, non-sublicensable, non-transferable license (the “License”) to use the Software included in End User’s applicable Software subscription package and all updates thereto as may be provided (collectively, with respect to each offering made available and licensed to End User, the “Software”), which use may, for the avoidance of doubt, also be governed by a certain Master Services Agreement, Order Form, and the Company’s Terms of Use, and/or other written or electronic agreements, as may be applicable and as such agreements may be updated from time to time (“Documentation”).
Company shall provide to Customer all Documentation required to allow End User to use and operate the Software in accordance with, and subject to, all of the terms, conditions, and provisions of this EULA.
As between the parties, Company shall retain all rights, title, and interest in and to the Software, Documentation, and support services, including all modifications, updates, maintenance releases, derivative works or improvements, and all related intellectual property rights.
End User unconditionally and irrevocably assigns to Company its entire right, title, and interest in any intellectual property rights that End User may have currently or in the future relating to the Software or Documentation, including any derivative works or patent improvement rights, however held or acquired.
End User shall not (and shall not allow any third party to):
The Software may contain security features that prevent unauthorized or illegal use of the Software. End User acknowledges and agrees that the Company may use these features and other lawful measures to verify End User’s compliance and to enforce the Company's rights under this EULA.
End User further acknowledges and agrees that the Company may, from time to time at the Company’s sole discretion, gather the End User’s technical, usage, and other related information without disruption to the End User’s use and for the sole purpose of improving the Software’s performance, developing maintenance releases, and developing new versions and updates.
The License is effective for a limited period of time set forth in applicable Documentation binding End User’s obligations hereunder, and the Company may terminate this EULA in accordance with the terms set forth therein; provided, in any case, that such term shall not commence until such time that the Company has delivered a License key to End User for purposes of accessing and operating the Software.
End User agrees that the Company or its designee may audit End User’s use of the Software for compliance with this EULA, upon reasonable notice. End User agrees to cooperate fully with the Company and its authorized agents in any such audit to assist in accurately determining End User’s compliance with this EULA.
The Company and its authorized agents will comply with End User’s reasonable security regulations while on End User’s premises. In the event that such an audit reveals any use of the Software by End User other than in full compliance with the terms of this EULA, End User shall reimburse the Company for all reasonable expenses related to such audit, in addition to any other liabilities End User may incur as a result of such non-compliance.
End User hereby represents and warrants to the Company as follows:
Export Regulation. End User acknowledges that the licensed Software may be subject to applicable United States export laws, including the United States Export Administration Act and its associated regulations. End User agrees to comply with the provisions of such export laws. Compliance may include, but is not limited to, obtaining any and all necessary export licenses or other governmental approvals. End User shall not itself or permit any third party to directly or indirectly export, re-export, or release the Software, or use the Software, in any country prohibited or restricted under United States export laws.
End User agrees to indemnify and hold the Company and its affiliates, employees, directors, officers, and agents harmless against any liability from and against any third-party suit, claim, or proceeding brought against the Company arising directly or indirectly out of:
The Company hereby represents and warrants to End User as follows:
The Company makes no representation or warranty, express or implied, that the operation of the Software will be uninterrupted or error-free, or that the functions contained in the Software will meet or satisfy End User’s intended use or requirements. End User assumes complete responsibility for decisions made or actions taken based on information obtained using the Software.
The parties hereby acknowledge and agree that each party shall be provided with, given access to, or learn information, verbally or in written or other tangible form, that is proprietary and confidential to the other party (“Confidential Information”) including, without limitation, information relating to a party’s Software, management, business operations and plans, organizational structure, policies, procedures, business relationships, patients, and clients.
The Recipient shall employ the same degree of care in preventing the disclosure of the Confidential Information to a third party (or parties) as it uses with regard to its own Confidential Information of similar importance, provided that in no event shall the Recipient employ less than a reasonable degree of care. The Recipient shall disclose Confidential Information of the other party only to third parties who have a need to know the Confidential Information for purposes of performing or exercising the rights granted under this EULA and shall use Confidential Information of the other party only for such purposes.
The term “Confidential Information” shall not include, and neither party shall have any obligation of confidentiality with respect to, information to the extent that it:
Recipient may, if ordered to do so by a regulatory authority with jurisdiction over it or if it is required to be disclosed by the Recipient under operation of law, court order, or other valid legal process, disclose Confidential Information of the other party to such regulatory authority or other recipient, provided sufficient written notice is given to the Discloser prior to such disclosure to enable the Discloser to seek an order limiting or precluding such disclosure.
If the Recipient becomes aware of any unauthorized use or disclosure of the Discloser’s Confidential Information, the Recipient will promptly notify the Discloser and reasonably cooperate with the Discloser’s efforts to investigate such unauthorized use or disclosure. Notwithstanding any other provisions in this EULA, the Recipient is obligated to protect any Confidential Information that constitutes a trade secret under any applicable law until such Confidential Information ceases to qualify for trade secret protection by operation of law.
Promptly upon termination of this EULA, or at any time upon the Discloser’s request, the Recipient shall promptly, at the Discloser’s option, either return or destroy all or any part of the Confidential Information, and all copies thereof and other materials containing such Confidential Information, and the Recipient shall certify in writing its compliance with the foregoing.
The parties acknowledge that, in the event of a breach of this Section, damages may not be an adequate remedy and the Company shall be entitled to seek injunctive relief to restrain any such breach, threatened or actual, in addition to any other rights and remedies available thereto under this EULA or at law or in equity.
In no event shall the Company be liable for any consequential, special, indirect, punitive, exemplary, or incidental damages whatsoever (including, without limitation, damages for loss of profits) arising out of or related to this EULA, even if advised of the possibility of such damages.
In no event shall the Company's total liability to the End User in any one or more causes of action for any and all damages incurred relating to this EULA or the Software exceed the amount paid by the customer hereunder.
In the event of the Company’s breach of its obligations set forth hereunder, the Company’s sole obligation, and the End User’s sole remedy, shall be for the Company to use commercially reasonable efforts to:
In such an event, your License to use the relevant Software will immediately terminate.
End User shall not assign this EULA in whole or in part without the prior written consent of the Company.
The Software and accompanying Documentation are deemed to be “commercial computer Software” and “commercial computer Software Documentation”, respectively, pursuant to DFAR section 227.7202 and FAR section 12.212, as applicable. Any use, modification, reproduction, release, performance, display, or disclosure of the Software and accompanying Documentation by the United States government shall be governed solely by the terms of this EULA and shall be prohibited except to the extent expressly permitted by the terms of this EULA.
All notices required or permitted to be given by one party to the other under this EULA shall be sent by email or certified mail, return receipt requested, to the parties at the respective addresses as the party to receive the notice has designated by notice to the other party in accordance with this section.
This EULA, and any claim, controversy, or dispute arising under or related to this EULA, the relationship of the parties, and the interpretation and enforcement of their respective rights and obligations, shall be governed by and construed in accordance with the laws of the state of Florida, without regard to principles of conflicts of law. The parties hereto agree to the exclusive jurisdiction of the courts located in the state of Florida and the exclusive venue of Miami-Dade County.
If any provision of this EULA is held invalid or otherwise unenforceable, the enforceability of the remaining provisions will not be impaired thereby. The failure by any party to exercise any right or remedy provided herein will not be deemed a waiver of any right or remedy hereunder.
Unless expressly otherwise provided herein, no modification of or amendment to this EULA shall be valid unless in writing and signed by both parties. The rights and remedies of the End User set forth in this EULA are not exclusive and are in addition to any other rights or remedies available at law or in equity.
The relationship between the parties created by this EULA is that of independent contractors, not partners, joint venturers, or agents, and neither party shall have the power to bind the other party.
This EULA may be executed in two or more counterparts, each of which shall be deemed original, but all of which together shall constitute one and the same instrument. Section and subsection headings are provided for convenience only and are not to be used in interpreting this EULA.
Neither party will be liable to the other by reason of failure or delay in performance of this EULA if the failure arises out of any circumstance beyond such party’s reasonable control, including Acts of God, flood, fire, natural disaster, war, terrorism, invasion, riot, civil unrest, embargoes, national or regional emergency, strikes, labor disruptions, law changes, or power or telecommunication interruptions or shortages.
The party failing or delaying performance due to such circumstances must give prompt written notice to the other party stating the estimated duration of the occurrence. The Company may terminate this EULA if such an uncontrollable circumstance continues for longer than thirty (30) days.