End User License Agreement
This End User License Agreement (“EULA”) is a legal agreement between SensorInsight, Inc. (“SensorInsight”) and the Licensee (either an individual or on behalf of an entity, “Licensee” or “you”).
- “Hardware” means the applicable SensorInsight product designed to gather data from the environment, soil, or industrial systems and provide that data to the SensorInsight Software Platform.
- “Product” means certain products developed and owned by SensorInsight, which may be comprised of both Hardware and Software (as defined in this EULA).
- “Software” means the computer software (regardless of format or media in which distributed) designed to run on SensorInsight Products, printed materials and electronic documentation, each of which are owned or duly licensed by SensorInsight. Software includes, but is not limited to, the SensorInsight Software as a Service Platform, and any embedded software that runs on SensorInsight hardware including sensors, gateways, or third party devices.
By installing, or otherwise using the SensorInsight Products, Software or Hardware in any manner (including, but not limited to, using the product in which software may be embedded within Hardware), Licensee agrees to be bound by the terms of this EULA. If you do not agree, or do not have the authority to enter into this EULA, then do not install, or otherwise use SensorInsight Products in any way.
- GRANT OF LICENSE.
- Limited License. Other than as set forth in this EULA, SensorInsight grants to the Licensee a limited, nonexclusive, non-transferable, revocable license to use SensorInsight Hardware or Software solely for Licensee’s use, without any modification. This license is not for sale. Subject to the terms of this EULA, Licensee may not rent, lease, lend, or distribute the products or any portion thereof. This License applies to updates or supplements to the original solution, unless SensorInsight provides other terms along with the update or supplement.
- RESERVATION OF RIGHTS.
- Ownership. Licensee agrees that SensorInsight owns all legal right, title and interest in and to the Product. SensorInsight reserves all rights not expressly granted to Licensee in this EULA. Title and copyrights to the Software remain with SensorInsight or its third party licensors.
- Trademarks. Nothing in this EULA gives Licensee a right to use any of SensorInsight’ trade names, trademarks, service marks, logos, domain names, or other distinctive brand features. Licensee agrees not to remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the Software or Hardware.
Licensee agrees that SensorInsight may stop (permanently or temporarily) providing the Software (or any features within the Software) to end users at SensorInsight’ sole discretion, without prior notice. SensorInsight shall have no obligation to support the Software.
- LIMITATION ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY.
Licensee may not reverse engineer, decompile, modify, or disassemble any SensorInsight product. Licensee may not attempt to copy the Hardware or Software or transfer it to other devices without the express prior written consent of SensorInsight.
Licensee agrees not to export or re-export any part of the solution to any country, person or entity in violation of any applicable law or regulation. Licensee further agrees not to use the Solution for any purposes prohibited by law or regulation, including but not limited to U.S. laws and regulations.
- DELIVERY, RISK OF LOSS, DELAYS.
Unless otherwise stated on the face of the quote or invoice, product will be provided EXW from SensorInsight facility in Houston, TX. Risk of loss will pass to Customer at SensorInsight facility in Houston, TX. SensorInsight may indicate scheduled shipment or service dates for certain items of the order. SensorInsight reserves the right to ship in advance of any date or time provided by Licensee for delivery, and to deliver in installments. Such dates are estimates only and may be subject to change by SensorInsight without liability. Licensee shall not be entitled to treat these Terms as repudiated in the event of such failure to deliver the Products. SensorInsight shall have no liability for direct, indirect, special, incidental or consequential damages due to failure for any reason to meet scheduled shipment dates. SensorInsight shall not be liable for any damage to or loss of product following delivery to the EXW point, including any damage or loss in transit. SensorInsight is not responsible for liquidated damages.
- INSPECTION, ACCEPTANCE, RETURNS.
Customer will thoroughly inspect each shipment of products promptly upon receipt. All products will be deemed to have been accepted fifteen (15) days after receipt, except for products for which Customer makes a written claim of non-conformance within such time. All products made the subject of such claim will be deemed to have been accepted fifteen (15) days after receipt of conforming goods. No products may be returned to SensorInsight except by prior authorization by SensorInsight. All such returns will be subject to SensorInsight’s then-current return policies and procedures.
- LIMITED WARRANTY.
SensorInsight warrants that, for a period of one (1) year after the date of shipment, the solution will perform in accordance with the applicable documentation. AS TO ANY DEFECTS DISCOVERED AFTER THE ONE (1) YEAR PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. This warranty does not apply to any products that have been damaged by lightning storms, water, or power surges or which have been neglected, altered, abused, used for a purpose other than the one for which they were manufactured, repaired by Customer or any party without SensorInsight’s written authorization, or used in any manner inconsistent with SensorInsight’s instructions. Any supplements or updates, including without limitation, any service packs or fixes provided to Licensee after the expiration of the one (1) year period are not covered by any warranty or condition, express, implied or statutory. SENSORINSIGHT EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
- LIMITATION OF LIABILITY.
During the limited warranty period described in Section 8, if the Product does not perform in accordance with the applicable documentation, SensorInsight’ liability is limited to repair or replacement of the Software. The foregoing is void if failure of the product is the result from accident, abuse, misapplication, or abnormal use. Any replacement will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. IN NO EVENT SHALL SENSORINSIGHT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, OR OTHER LOSS ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF THE PRODUCT.
- REVERSE ENGINEER.
Licensee shall not, directly or indirectly, modify the features or functionality of, copy or create derivative works using all or any portion of, analyze or remove components from, decompile, or otherwise reverse engineer or attempt to reverse engineer or derive source code, techniques, algorithms or processes from the Systems or Software or permit or encourage any third-party to do so. If any device is determined to be opened by the breaking of the seal, any warrantee for that component will be terminated, and SensorInsight may terminate this EULA in entirety.
- TERMINATION OF EULA.
SensorInsight may terminate this EULA at any time if Licensee has breached any provision of this EULA, SensorInsight is required to do so by law, or SensorInsight decides to no longer provide the Product or any component thereof.
- ASSIGNMENT AND DELEGATION. The rights and duties or obligations granted or created under this EULA may not be assigned, transferred or delegated by Licensee without the prior written approval of SensorInsight.
- APPLICABLE LAW. This EULA is governed by the laws of the State of Texas, without reference to any conflict of laws principles. Any dispute arising out of or relating to this EULA shall be subject to the exclusive jurisdiction and venue of the courts sitting in Harris County, Texas, USA. The parties expressly agree that neither UCITA nor the Uniform Convention on Contracts for the International Sale of Goods shall apply.
- ENTIRE AGREEMENT. This EULA is the entire agreement between Licensee and SensorInsight relating to the Hardware and Software and supersedes 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. SensorInsight may make changes to this EULA, by posting such changes on its website at sensorinsight.io. Licensee’s continued use of the Software Platform and Hardware Solutions shall be deemed consent of the most recent terms available sensorinsight.io.