Standard End-User Software License
IMPORTANT-READ CAREFULLY
This STANDARD END-USER LICENSE AGREEMENT is a legal agreement between you, the SOFTWARE USER, and IoTize SAS (IoTize).
IoTize SOFTWARE PRODUCTS covered by this agreement include computer software, embedded Duetware (firmware), any printed materials, and any "online" or electronic documentation provided by IoTize. By this agreement, IoTize licenses two categories of IoTize SOFTWARE PRODUCTS: IOTIZE PC SOFTWARE TOOLS and EMBEDDED DUETWARE.
By using IoTize hardware products, or installing, copying or otherwise using the IoTize SOFTWARE PRODUCTS, you agree to be bound by the terms of this STANDARD END-USER LICENSE AGREEMENT. If you do not agree to these terms, IoTize is unwilling to license the SOFTWARE PRODUCTS to you. In such event, you may not use, store or copy the IoTize SOFTWARE PRODUCTS. You must promptly contact IoTize for instructions on the return or destruction of the unused products.
1. EXCLUSIONS to this license agreement include the following:
1.A SUPPORTING THIRD-PARTY SOFTWARE is software that may be used in conjunction with the IoTize SOFTWARE PRODUCTS. SUPPORTING THIRD-PARTY SOFTWARE may be subject to the licensing conditions and/or agreements of the third-party owner. The SOFTWARE USER is solely responsible for ensuring that their use conforms to any third-party license agreements or conditions.
1.B. USER-CREATED SOFTWARE and CODE is the software, code and configurations that are authored by the SOFTWARE USER in their use of the IoTize SOFTWARE PRODUCTS. USER-CREATED SOFTWARE and CODE is not subject to this license agreement. The SOFTWARE USER is solely responible for the licensing and use of their own USER-CREATED SOFTWARE and CODE. The SOFTWARE USER retains all liability for their USER-CREATED SOFTWARE and CODE.
2. GRANT OF SOFTWARE LICENSES:
2A. IOTIZE PC SOFTWARE TOOLS: IoTize grants SOFTWARE USERS the right to install and use the IoTize PC SOFTWARE TOOLS called IoTize Studio on their computers or servers for its intended purpose of configuring the EMBEDDED DUETWARE that is pre-programmed to an IoTize WIRELESS HARDWARE PRODUCTS or to the wireless hardware of an authorized third-party.
2B. IOTIZE EMBEDDED DUETWARE: IoTize grants SOFTWARE USERS the right use the EMBEDDED DUETWARE that is pre-programmed to their purchased IoTize WIRELESS HARDWARE or to an authorized third-party wireless product. Refer to www.iotize.com/authorized.html for a listing of authorized third-party hardware. EMBEDDED DUETWARE is only executed on the IoTize WIRELESS HARDWARE during use. Under this license, the SOFTWARE USER agrees to not copy by any means the EMBEDDED DUETWARE in any form.
3. COPYRIGHT: The SOFTWARE PRODUCTS are owned by IoTize and protected by international copyright laws and treaty provisions.
4. OTHER RESTRICTIONS: The SOFTWARE USER may not rent or lease the SOFTWARE PRODUCTS, but may transfer the SOFTWARE PRODUCT and all accompanying written materials on a permanent basis provided that the transferring SOFTWARE USER retains no copies and the recipient SOFTWARE USER agrees to the terms of this agreement. SOFTWARE USERS may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCTS. If the SOFTWARE PRODUCTS are updates or have been updated, any transfer must include the most recent update.
5. RIGHT TO CREATED FILES: IoTize extends to the SOFTWARE USER a royalty-free right to reproduce and distribute USER-CREATED SOFTWARE and CODE that results from their legitimate use of the IoTize SOFTWARE PRODUCTS. Under this agreement, the SOFTWARE USER cannot use the IoTize name, logo, or trademarks to market their resulting USER-CREATED SOFTWARE and CODE. The SOFTWARE USER agrees to indemnify, hold harmless, and defend IoTize from and against any penalties, claims or lawsuits, including attorneys' fees, that may arise or result from the use, distribution or sale of their USER-CREATED SOFTWARE and CODE.
6. LIMITED WARRANTY: IoTize warrants that the IOTIZE SOFTWARE PRODUCTS will perform substantially with the accompanying written materials for a period of one (1) year from the date of receipt and that any hardware accompanying the SOFTWARE PRODUCT will be free from defects in materials and workmanship under normal use and service for a period of one (1) year from the date of receipt. Any implied warranties on the SOFTWARE PRODUCTS are limited to one year. Any implied warranties on hardware are limited to one (1) year. IoTize provides extension of the limited warranty for purchase it its sole discretion.
7. CUSTOMER REMEDIES: The entire liability of IoTize and the SOFTWARE USER'S exclusive remedy shall be the replacement of the SOFTWARE PRODUCTS or hardware that does not meet the Limited Warranty. This Limited Warranty is void if failure of the SOFTWARE PRODUCTS or hardware has resulted from their an accident, abuse, or misapplication by the SOFTWARE USER. Any replacement of the SOFTWARE PRODUCT or hardware will be warranted for the remainder of the original warranty period or thirty (30) days whichever is longer.
8. NO OTHER WARRANTIES: IoTize disclaims all other warranties, either express or implied, including, but not limited to implied warranties of merchantability and fitness for a particular purpose, with regard to the SOFTWARE PRODUCTS, the accompanying written materials, and any accompanying hardware.
9. NO LIABILITY FOR CONSEQUENTIAL DAMAGES: In no event shall IoTize be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use or inability to use this product, even if IoTize has been advised of the possibility of such damages. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.
10. INDEMNIFICATION: IoTize will, at its sole expense, indemnify, defend and hold Customer harmless from and against all claims, suits, actions, damages, settlements, losses, liabilities, costs and expenses, including without limitation reasonable attorneys’ fees, arising out of or in connection with any claim that the Software or any licensed use thereof infringes or misappropriates a third party intellectual property right, including but not limited to any copyright, trade secret or paten right. These obligations will not apply to claims or damage: (i) arising from a modification to Software made other than by IoTize or made by Customer without IoTize’s consent; or (iv) arising from Software or a modification created by IoTize at Customer’s request, if the requested change or functionality could not reasonably have been implemented without infringing. IoTize’s obligations are conditioned upon Customer: (i) notifying IoTize of any actual or threatened suit, claim or proceeding on which indemnity is or may be sought; (ii); and (iii) reasonably cooperating with IoTize, at IoTize’s expense, in the defense and settlement of the claim. IoTize will not settle a claim without Customer’s prior written consent.
11. If any Software becomes, or in IoTize’s opinion is likely to become, the subject of an infringement or misappropriation claim, IoTize may, at its option and expense: (i) obtain for Customer the right to continue using the Software as licensed; (ii) modify the Software to avoid the claim of infringement; or (iii) if in IoTize’s good faith opinion neither (i) nor (ii) is commercially reasonable, terminate the license to that Software and refund a pro-rata portion of the license fee paid for that Software, amortized on a straight line basis over a five (5) year period and pay all fees and expenses incurred by Customer to procure and install a substitute software.