End-User License Agreement - (EULA)
IMPORTANT - READ CAREFULLY BEFORE USING - USING THIS PRODUCT OR SOFTWARE INDICATES YOUR ACCEPTANCE OF THIS AGREEMENT.
This End-User License Agreement ("EULA") is a legal agreement between EPIC IO TECHNOLOGIES, INC, a Delaware corporation, having its principal place of business at 3463 Lakemont Blvd, Ft Mill, SC 29708 ("EPIC IO"), and purchaser of EPIC IO Products pursuant to a quote, Purchase Order, invoice or other sale documentation, either as an individual, company, or other legal entity ("Customer" or "You") for the software and/or embedded appliance software that accompanies this EULA, which includes computer software and may include associated media, printed materials, "online" or electronic documentation, and Internet-based services ("Software"). Future releases of the Software may warrant amendments to this EULA. EPIC IO may add to, change or remove any part, term, or condition set forth in this EULA at any time without prior notice to You. By subsequently continuing the use of the Software, you are indicating your acceptance thereto.
YOU AGREE TO ALL TERMS AND CONDITIONS OF THIS EULA BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE. IF YOU DO NOT AGREE, EPIC IO IS UNWILLING TO LICENSE THE EPIC IO SOFTWARE TO YOU AND MAY NOT INSTALL, COPY, OR USE THE SOFTWARE; YOU MAY CONTACT EPIC IO FOR IMFORMATION ON RETURNING YOUR SOFTWARE. ADDITIONALLY, EPIC IO MAY MAKE CHANGES OR UPDATES TO THE EULA AT ANY TIME. EPIC IO WILL USE REASONABLE EFFORTS TO NOTIFY YOU OF ANY MATERIAL CHANGES.
DEFINITIONS.
"Confidential Information" has the meaning established under Section 7.
"Deep Vision AI Software" shall have the meaning described in Section 1.2 below.
"Purchase Agreement" means the Agreement detailing the purchase of the Software License.
"Service" means Customer's access to and use of EPIC iO Managed/Hosted Server Account of the Software during the term set forth in Section 16 of this Agreement.
"Software" means all licensed Software program(s), including EPIC IO's Deep Vision AI Software, any Third-Party Software, modules and applications set forth in a Purchase Agreement, purchase order, or this EULA licensed by EPIC iO to Customer in object code form only, and all associated documentation including but not limited to user manuals and instructional training course materials. The Software shall include EPIC IO'S Security and IoT suite of Software Products and other software applications considered by EPIC iO to be applicable for the benefit of best security and IoT practices. Software shall only be permitted to function on approved EPIC IO cameras and other hardware components provided by EPIC IO or through EPIC IO's certified reselling partners. Software Products shall not be permitted to operate on third-party provided or not EPIC IO-authorized hardware components, and if found to be operating on third-party provided hardware components Software products shall be promptly removed by Customer.
"Software Products" includes the Software, including all upgrades and updates (if applicable) and EPIC IO Managed/Hosted Server Software.
"Terms and Conditions" means the Terms and Conditions governing the Software Purchase and will accompany this EULA. These Terms and Conditions are incorporated herein by reference.
"Third-Party Software" shall have the meaning described in Section 1.3 below.
"Third-Party Licensors" means any third party with intellectual property rights in the Company Software.
"User Guide" means the user guide that will accompany the Software.
1. GRANT OF LICENSE.
EPIC IO grants you a nonexclusive, nontransferable (except as provided herein), limited license during the term to use the Software provided that you comply with all terms and conditions of this EULA:
1.1 Installation and use. The Software is licensed as a single product, and you may not separate its component parts to install, use, access, display and run on more than one (1) copy of the Software on a single computer, such as a workstation, terminal, mobile device, Router or other device ("Workstation Computer"). You may create one (1) back up copy of the Software.
1.2 Deep Vision AI Software. If Customer is purchasing EPIC IO's Deep Vision AI Software ("Deep Vision Software") then the contents of this Section 1.2 will apply. In order to use the Deep Vision Software properly, EPIC IO and/or the Customer will deploy and set up the Deep Vision Software in a specified hardware device. The Customer shall create new accounts specifying usernames and passwords for specific users of Deep Vision Software (the "Authorized Users"). To protect the accounts, the Customer and Authorized Users shall keep their passwords confidential. The Customer and Authorized Users are solely responsible for the activity on their accounts.
Once the Authorized Users access the Deep Vision Software, the admin console functionalities will be available to perform basic operations (the "Admin Console"). In order to be authorized to use each software module, the Customer shall follow the instructions provided in the appropriate User Guides.
EPIC IO's Deep Vision AI Software may include additional terms, EPIC IO may post any additional notices and terms and conditions on EPIC IO's website regarding the Deep vision AI Software, and those terms and conditions are hereby incorporated into this agreement.
1.3 Third-Party Software.
1.3a Acknowledgement of Third-Party Software. Customer hereby acknowledges that the Software might contain Third-Party Software that require additional notices or are subject to additional terms and conditions. Any such third-Party Software terms and conditions are hereby incorporated into this Agreement by reference.
1.3b Third-Party Software Terms. If EPIC IO does include Third-Party Software in the Software, EPIC IO shall post any additional notices and terms and conditions on EPIC IO's website, and those terms and conditions are hereby incorporated into this agreement. All Third-Party Software may only be used as part of and in connection with the Software.
1.3c. Conflicting Terms. If there are any conflicts between this Agreement and the additional terms or conditions governing Third-Party Software, those additional terms and conditions will control in connection with Third-Party Software.
2. RESERVATION OF RIGHTS AND OWNERSHIP.
The Software is owned by EPIC IO and by Third Party Licensors; its structure, organization and code are valuable trade secrets of EPIC IO and by Third Party Licensors. Except where expressly set forth in this EULA, you are not granted any intellectual property rights (including but not limited to the Software), and you cannot use the Software except as specified herein. The Software is licensed on a subscription basis for the term identified in the Parties' Purchase agreement or corresponding purchase order. All rights not expressly granted to Customer are reserved to EPIC IO. There are no implied rights.
3. RESTRICTIONS.
You may not to copy, modify, publish, adapt, redistribute, reverse engineer, decompile, disassemble, attempt to derive or discover source code, or otherwise reduce to a human-perceivable form, or create derivative works of, the Software in whole or in part or to use the Software in whole or in part for any purpose other than as expressly permitted under this EULA or expressly permitted by applicable law notwithstanding this limitation.
4. NO RENTAL/COMMERCIAL HOSTING.
Unless otherwise agreed in writing by EPIC IO, you may not rent, share, distribute, loan, rent, lease, sublicense, assign, transfer, or sell the Software. You may transfer all of your rights under this EULA as part of a sale or transfer of the Software provided: (i) you retain no copies of, and transfer all of the Software (including but not limited to all copies, component parts, any media, printed materials, all versions and any upgrades of the Software, and this EULA) as part of such sale or transfer; (ii) uninstall the Software from any device where it has been installed; and (iii) the recipient agrees to the terms of this EULA. EPIC IO and its Third-Party Licensors retain all rights, title and interest (including but not limited to intellectual property rights) that this EULA does not expressly grant to you. You shall not: (a) violate, tamper with, bypass, modify, defeat, or circumvent any of the functions or protections of the Software, or any mechanisms operatively linked to the Software; or (b) remove, alter, cover, or deface any trademarks or proprietary legends, notices or language in or on the Software.
5. EXCLUDED SOFTWARE.
Notwithstanding the foregoing limited license grant, you acknowledge that the Software includes software subject to other terms and conditions governing the use of such software other than this EULA ("Excluded Software"). Certain Excluded Software may be covered by open source software licenses ("Open Source Components"), which means any software licenses approved as open source licenses by the Open Source Initiative or any substantially similar licenses, including but not limited to any license that, as a condition of distribution of the software licensed under such license, requires that the distributor make the software available in source code format. Please visit the download section of www.EPIC iO.io for a list of applicable Excluded Software and the applicable terms and conditions governing its use. Such terms and conditions may be changed by the applicable third party at any time without liability to you. To the extent required by the licenses covering Open Source Components, the terms of such licenses will apply in lieu of the terms of this EULA. To the extent, the terms of the licenses applicable to Open Source Components prohibit any of the restrictions in this EULA with respect to such Open Source Components, such restrictions will not apply to such Open Source Component. To the extent, the terms of the licenses applicable to Open Source Components require EPIC IO to make an offer to provide source code in connection with the Software, such offer is hereby made.
6. FEES.
The Software fees and payment obligations shall be established between the Parties in the applicable Purchase Agreement. All payment obligations are non-cancelable and non-refundable. If the Customer considers an invoice is incorrect, the Customer must contact EPIC IO in writing within fifteen (15) days of the date of invoice to request an adjustment or credit. If Customer does not contact EPIC IO within the time frame above then acceptance of the applicable invoice will be implied. The Customer agrees to pay all charges incurred for the use of the Software pursuant to the terms of the applicable Purchase Agreement or other legally binding document.
7. INTELLECTUAL PROPERTY.
Customer acknowledges the Intellectual Property of the licensed EPIC IO Software is solely and exclusively of the EPIC IO. The Intellectual Property shall include the EPIC IO Software and its underlying technology. Customer shall not remove, or allow the removal of, any copyright or other proprietary rights notice included in and on the EPIC IO Software or take any other action that could adversely affect the property rights of the EPIC IO or any Third-Party Licensor. Nothing in this EULA or the Terms and Conditions shall be deemed to give Customer any rights in the trademarks, service marks, patents, trade secrets, confidential information, copyrights or other intellectual property rights of EPIC IO or any Third Party Licensor, and Customer shall be strictly prohibited from using the name, trademarks or service marks of EPIC IO or any Third Party Licensor in Customer's promotion or publicity without the EPIC IO's prior express written approval.
8. CONFIDENTIAL INFORMATION.
The Customer/You hereby undertakes to protect as confidential and not to disclose to any third party any Confidential Information (as this term is defined below) received from EPIC IO, or which is in any manner obtained in relation to, or with respect of the execution of any legally binding document pertaining to the purchase of the Software, such as a Purchase agreement or product schedule/ order and this EULA. For these purposes, "Confidential Information" means information not available to the general public and which is used, developed or obtained by the EPIC IO, including but not limited to, the following: (i) information, procedures and data obtained and/or developed by EPIC IO; (ii) the EPIC IO Software and its underlying Technology, other products and services; (iii) pricing and cost structures; (iv) business and accounting methods; (v) EPIC IO manuals, documents; (vi) all production methods, processes, technology and trade secrets; and (vi) any other similar information in any manner related to them. Furthermore, the Customer undertakes to use the Confidential Information only as a way of fulfilling the obligations assumed under this EULA or the Terms and Conditions. In order to keep the information in strict confidence, the Customer undertakes to take all the necessary and reasonable security measures, taking the same degree of care that the Customer used to protect its own confidential information (but in no event, less than reasonable care as established in the applicable law). The Customer shall take all and any technical and organizational measures required to guarantee the security and secrecy of Confidential Information, to avoid its adulteration, loss, consultation or unauthorized treatment, to detect any deliberate or non-deliberate unauthorized use of the Confidential Information.
9. DATA PROTECTION.
EPIC IO complies with the provisions of applicable data protection laws and any data collected will be in compliance with and subject to the rules and regulations of the GDPR and CCPA. We take the protection of your personal data very seriously and strictly abide by the data protection laws that apply to it. We collect, process and use your data for the implementation and processing of the contractual relation with you for the Software. Your data will not be shared with any third-party advertisers or data aggregators without your prior consent. If you are located in the EU, your personal data will only be collected, processed and stored within the EU. If you are located outside the EU, your personal data may be collected, processed and stored at other locations using the same security standards. If you wish to initiate a deletion or change of your personal data stored by us, please email us at [email protected]. Nonpersonal, technical or anonymous data may be collected automatically to improve functionality and your experience with the Software. You agree that any non-personal, technical or anonymous data collected may be sent to any of our worldwide offices or affiliates for processing. More information can be found in our Privacy Policy located here.
10. INTERNET CONNECTIVITY AND LINKS TO THIRD PARTY SITES.
You may be linked to third party sites through the use of the Software. The third-parsites are not under the control of EPIC IO, and EPIC IO is not responsible for the contents of any third party sites, any links contained in third party sites, or any changes or updates to third party sites. EPIC IO is not responsible for webcasting or any other form of transmission received from any third party sites. EPIC IO is providing these links to third party sites to you only as a convenience, and the inclusion of any link does not imply an endorsement by EPIC IO of the third party site. You understand, acknowledge and agree that access to certain Software features, including but not limited to installation of the Software, may require an Internet connection for which you are solely responsible. You are solely responsible for payment of any third party fees associated with your Internet connection, including but not limited to Internet service provider or airtime charges. Operation of the Software may be limited or restricted depending on the capabilities, bandwidth or technical limitations of your Internet connection and service. You understand, acknowledge and agree that Internet connectivity in relation to the Product is provided by third parties over which EPIC IO has no control, and is governed by the respective terms of such third parties. The provision, quality, availability and security of such Internet connectivity, software and services are the sole responsibility of such third party.
11. ADDITIONAL SOFTWARE/SERVICES.
This EULA applies to any and all updates, supplements, add-on components, or Internet-based services components, of the Software that EPIC IO may provide to you or make available to you after the date you obtain your initial copy of the Software, unless we provide other terms along with the update, supplement, add-on component, or Internet-based services component. EPIC IO reserves the right to discontinue any Internet-based services provided to you or made available to you through the use of the Software.
12. UPGRADES, UPDATES, AND MODIFIFCATIONS.
To use Software identified as an upgrade, you must first be licensed for the software identified by EPIC IO as eligible for the upgrade. After upgrading, you may no longer use the original version of the Software that formed the basis for your upgrade eligibility.
EPIC IO reserves the right to modify, change, update, or upgrade the Software and its underlying Technology at any time. However, EPIC IO shall notify the Customer in advance, with a reasonable period of time, of such updates and modifications. EPIC IO is not responsible for any loss, damage, penalty, tax, fee or any other expenses resulting from outdated adaptations or integrations between the Customer Application and the Software, or any failure to implement the updated Software.
EPIC IO reserves the right, at its discretion, to change this EULA and its accompanying Terms and Conditions, from time to time, to reflect changes in the business, the Software, or applicable laws. For that purpose, EPIC IO will provide Customer, through the Software, or contact information, or other means, with thirty (30) days prior notice of any material update to the EULA or Terms and Conditions. The new EULA and/ or Terms and Conditions will be effective as of the published effective date. In case the Customer continues to use the Software after any changes, the Customer agrees to be bound by such modifications or revisions.
13. SUPPORT.
For EPIC IO Software that includes Support, EPIC iO shall provide to Customer, maintenance and support of the Software ("Support") by email and phone from our Costa Rica support center. The Customer shall inform any problem and/or question to the Company to the following email address [email protected] or other e-mail address as provided by EPIC iO. Emails received during non-working hours will be collected, but no action will be guaranteed until the next business day. Phone support is available at 1-877-251-3206 and is available 24X7.
14. NOT FOR RESALE SOFTWARE.
Software identified as "Not For Resale" or "NFR," may not be sold or otherwise transferred for value, or used for any purpose other than demonstration, test or evaluation.
15. EXPORT RESTRICTIONS.
You agree that the Software will not be used, shipped, transferred or exported into any country or to anyone in violation of EU or U.S. export control regulations or in any manner prohibited by the EU Common Foreign and Security Policy or the United States Export Administration Act. Using our Product is acknowledgement that you are not located in, a resident of or under the control of any such country.
The Software may contain encryption technology. You acknowledge that any export of Software containing encryption technology from the United States or subsequent re-export of such software or content by a person located outside of the United States requires a license or other authorization from the U.S. Department of Commerce's Bureau of Industry and Security. You further acknowledge that the Software containing encryption technology and acquired from EPIC IO or its Third-Party Licensors is not intended for use by a foreign government end user. By accepting this EULA, you agree to abide by all relevant EU or U.S. export laws and regulations in the purchase and use of the Product being acquired, including but not limited to those regulations relating to the export control of cryptographic items and not to transfer, or authorize the transfer, of the Product or Software to a prohibited country or otherwise in violation of any such restrictions or regulations.
16. TERM AND TERMINATION.
The Term shall be established between the Parties through the Purchase Agreement. Nevertheless, this EULA and any Terms and Conditions starts as of the effective date of such Agreement and shall be valid until the date set forth in the Purchase Agreement (the "Term" ).
Without prejudice to any other rights, EPIC IO may terminate this EULA and any accompanying legal documents pertaining to the purchase of the Software if you fail to comply with the terms and conditions of this EULA. In such event, you must uninstall the Software including any copies and components from any device where it has been installed. In addition, upon termination you will have no recourse against EPIC IO, its affiliates or Third Party Licensors for your inability to use the Software or the accompanying documentation. Any of your obligations under this EULA which by their nature are intended to survive the termination of this EULA or your use of the Product or Software shall continue to apply to you after the termination of this EULA or you cease to use the Software.
17. LIMITATION OF WARRANTY.
EPIC IO hereby represents and warrants that
(i)for a period of ninety (90) days from purchase, the Software will be, as delivered, free of material defects, free of any viruses, trap doors or other malicious code, and will perform substantially in accordance with its specifications in the documentation or material that accompany the software ("Limited Warranty Period");
(ii)EPIC IO will comply with the terms of all open source licenses governing software;
(iii)EPIC IO will promptly correct or replace (at its option) any Product not meeting the warranty obligations above.
THIS LIMITED WARRANTY DOES NOT COVER PROBLEMS CAUSED OR ATTRUTIBLE TO CUSTOMER, OR THAT ARISE WHEN CUSTOMER FAILS TO FOLLOW ANY EPIC IO OR SOFTWARE INSTRUCTIONS, OR THAT ARE CAUSED BY EVENTS BEYOND EPIC IO REASONABLE CONTROL.
Any supplements, updates, or replacement Software that you may receive from EPIC IO during the Limited Warranty Period of ninety (90) days are included in this limited warranty, but only for the remainder of that ninety (90) days period. NOTWITHSTANDING THE ABOVE, ANY SUPPLEMENTS, UPDATES, OR REPLACEMENT SOFTWARE THAT YOU MAY RECEIVE FROM EPIC IO AFTER THE LIMITED WARRANTY PERIOD ARE FURNISHED TO YOU "AS IS" AND "AS AVAILABLE" AND WITHOUT WARRANTIES, DUTIES OR CONDITIONS, STATUTORY OR OTHERWISE.
The Products will not contain any Open Source Technology, which would:
(i)create obligations, or purport to create obligations for you or other third parties with respect to any products or proprietary technology of you or such third parties to donate back or contribute ownership into any open source pool or general licensing scheme, or
(ii)result in your proprietary technology becoming subject to the terms of an Open Source License under which downstream recipients or other third parties may claim the right to (A) copy, create derivative works of, or redistribute the proprietary technology, or (B) receive source code to the proprietary technology ("Contamination").
EXCEPT AS SET FORTH IN THIS AGREEMENT, EPIC IO, ITS AFFILIATES, AND THIRD-PARTY LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, DUTIES AND CONDITIONS, EXPRESS (EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE BY THIS EULA) OR IMPLIED, STATUTORY OR OTHERWISE, OF ANY KIND, INCLUDING THE FOLLOWING. NO OTHER WARRANTIES ARE EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EPIC IO, ITS AFFILIATES, AND THIRD PARTY LICENSORS DO NOT WARRANT THAT THE SOFTWARE OR ACCOMPANYING DOCUMENTATION, WILL MEET YOUR REQUIREMENTS OR PROVIDE SPECIFIC RESULTS, OR THAT THEY WILL BE UPDATED, OR THAT THE OPERATION OF ALL OR ANY OF THEM WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. FURTHERMORE, EPIC IO, ITS AFFILIATES, AND THIRD PARTY LICENSORS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS OR CONDITIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE OR ACCOMPANYING DOCUMENTATION IN TERMS OF THEIR ACCURACY, RELIABILITY, COMPLETENESS OR OTHERWISE.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EPIC IO ITS AFFILIATES, AN EPIC IO AUTHORIZED REPRESENTATIVE OR ANY THIRD PARTY SHALL IN ANY WAY CHANGE THIS LIMITATION OF WARRANTY, DUTY AND CONDITION.
18. LIMITATION OF LIABILITY.
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES WILL EPIC IO (INCLUDING BUT NOT LIMITED TO ANY NEGLIGENCE ISSUES RELATED TO THIRD PARTY LICENSORS), ITS AFFILIATES OR THIRD PARTY LICENSORS, ITS EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, SUCCESSORS, OR ASSIGNS BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSSES, DAMAGES OR COSTS (INCLUDING WITHOUT LIMITATION LOST REVENUE OR PROFITS) ARISING OUT OF OR RELATING IN ANY WAY TO THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER ARISING UNDER ANY CONTRACT, STRICT LIABILITY, TORT, OR OTHER LEGAL OR EQUITABLE THEORY, OR WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION DOES NOT LIMIT EITHER PARTY'S LIABILITY FOR BODILY INJURY (INCLUDING DEATH), OR PHYSICAL DAMAGE TO TANGIBLE PROPERTY. EACH PARTY ACKNOWLEDGES THAT THIS WAIVER OF CONSEQUENTIAL DAMAGES REFLECTS THE ALLOCATION OF RISKS BETWEEN THEM AND FORMS AN ESSENTIAL PART OF THE BARGAIN. THE PARTIES AGREE THAT THE LIMITATIONS SPECIFIED IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY PROVIDED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
19. INDEMNIFICATION.
You agree to indemnify, hold harmless and defend EPIC IO, and its respective affiliates, officers, directors, shareholders, employees, authorized resellers, agents and other representatives from any claim, loss, demand, liability, obligation and expenses (including reasonable attorneys' fees) based upon or arising out of any injury or damage, including but not limited to, any personal or bodily injury or property damage, arising out of, pertaining to, or resulting in any way from, the use or possession of any of the Software and/or the Application in relation with the Software, including, without limitation, infringement of third party rights, by you and/or any of your directors, officers, employees, representatives, agents or contractors.
20. HIGH RISK ACTIVITIES AND MITIGATION OF DAMAGES.
IN ORDER TO MITIGATE ANY DAMAGES AND COSTS ARISING OUT OF OR RELATING IN ANY WAY TO THE SUBJECT MATTER OF THIS AGREEMENT, YOU ARE OBLIGED TO SET UP AN APPROPRIATE DATA BACKUP IN REGULAR AND ADEQUATE INTERVALS. EPIC IO, ITS AFFILIATES OR THIRD PARTY LICENSORS, ITS EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, SUCCESSORS, OR ASSIGNS WILL NOT BE LIABLE TO YOU FOR DAMAGES ARISING OUT OF OR RELATING IN ANY TO THE LOSS OF DATA CAUSED BY THE BREACH OF SUCH OBLIGATION.
The Software is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software or such other software could lead to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). EPIC IO, ITS AFFILIATES OR THIRD PARTY LICENSORS, ITS EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, SUCCESSORS, OR ASSIGNS SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY, DUTY OR CONDITION OF FITNESS FOR HIGH RISK ACTIVITIES. YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL ACTION, OR LACK OF ACTION, TAKEN TO PRESERVE LIFE OR PROPERTY.
21. GOVERNING LAW.
This EULA and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Delaware in the United States of America, exclusive of conflict or choice of law rules. and the parties unconditionally and irrevocably consent to the exclusive jurisdiction of the courts in Mecklenburg County, State of North Carolina, United States of America. The parties waive any objection with respect to the above, for the purpose of any action, suit or proceeding that relates to this EULA.
22. ASSIGNMENT, AND SUBCONTRACT.
The Customer cannot assign this EULA, or any rights associated with the Software purchase, or any right provided for herein, to any third party. This EULA and any accompanying legal documents shall be binding on the successors and authorized assignees of the Company.
23. CONFLICT.
The following order of precedence shall be applied in the event of conflict or inconsistency between the components of the Agreement: (i) The General Terms and Conditions; (ii) this EULA; (iii) the schedules, supplemental terms or other supplements, exhibits and appendices included with or referenced by the Terms and Conditions or this EULA.
24. ENTIRE AGREEMENT; SEVERABILITY.
This EULA (including any addendum or amendment to this EULA which is included with the Software) is the entire agreement between you and EPIC IO relating to the Software and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this EULA. To the extent, the terms of any EPIC IO policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control. The failure of EPIC IO to exercise or enforce any right or provision of this EULA shall not constitute a waiver of such right or provision. If any part of this EULA is held invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible so as to maintain the intent of this EULA, and the other parts will remain in full force and effect.
Should you have any queries regarding this license agreement, further information can be found at www.epicio.com. If you wish to contact EPIC IO for any other reasons, please send an e-mail to [email protected] or write to: EPIC IO, 3463 Lakemont Blvd, Ft Mill, SC 29708
EXHIBIT A
Cloud Services Addendum
I. Ownership and use of Data
Customer retains all rights to Data generated by the Customer. Should Customer terminate agreement with EPIC iO, a copy of all Data generated by the Customer will be created and provided to the Customer. After the copy is created, all Data generated by the Customer will be deleted from EPIC iO Servers at the written request of an authorized representative of the Customer or per the Customer's designated retention policy, whichever occurs first.
II. Software Support, Warranty and Maintenance
Customer will receive technical support by contacting the EPIC iO support team by phone or email. Updates, patches and bug fixes of the Software Products will be made available to Customer at no additional charge, although charges may be assessed if the Software Product is requested to be delivered on physical media. EPIC iO will provide Software Products support to customers through e-mail and telephone.
II. System License Keys (SLKs)
Customer is entitled to use of the Software Products during the term of this Agreement to set up and install the Software Products on an unlimited number of remote site locations in accordance with selected Service Options. As Customer installs additional units of the Software Products and connects them to the EPIC iO Cloud, Customer is required to obtain a System License Key (SLK) for each remote site location installed and considered in active service.
IV. Loss of Data, Irregularities and Recovery
EPIC iO places the utmost priority on supporting and maintaining data center integrity. Using redundant disk arrays, there is a virtual guarantee that any hard disk failure will not result in the corruption or loss of the valuable data that is essential to the EPIC iO system and clients.
V. Data Retention and Redundancy
Data retention is determined by the user. Data that reaches its expiration date will be deleted from EPIC iO servers. EPIC iO's use of redundant power sources, fiber connectivity and disk arrays ensure no less than 99% uptime of the EPIC iO database server system.
Account Access:
A. Eligibility. Customer shall only authorize individuals who satisfy the eligibility requirements of "Users" to access the EPIC iO system. EPIC iO in its sole discretion may deny access to its systems to any individual based on such person's failure to satisfy such eligibility requirements. User logins are restricted to agents and sworn officers of the Customer.
B. Security. Customer shall be responsible for assigning a Customer Manager who in turn will be responsible for assigning to each of Customer's Users a username and password (one per user account). A limited number of User accounts is provided. Customer will cause the Users to maintain username and password credentials confidential and will prevent use of such username and password credentials by any unauthorized person(s). Customer shall notify EPIC iO immediately if Customer believes the password of any of its Users has, or may have, been obtained or used by any unauthorized person(s). In addition, Customer must notify EPIC iO immediately if Customer becomes aware of any other breach or attempted breach of the security of any of its Users' accounts.
