End User Licence Agreement (EULA)

1. Definitions

2. License Grant

2.1 Proprietary Software License

Subject to your compliance with this EULA, Licensor grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to use the Proprietary Software solely for your internal business operations. This license does not grant you any title or ownership in the Software.

2.2 Open Source Components License

Open Source Components are licensed to you under their respective open source licenses. The terms of those open source licenses shall govern your use of those components and may differ from this EULA. To the extent any open source license requires that the Open Source Components be made available to you, such Open Source Components are available on Licensor's GitHub repositories or upon request.

2.3 License Restrictions

You may not, and shall not permit any third party to:

• (a) Copy, modify, or create derivative works of the Proprietary Software, except as necessary for interoperability within your organization and expressly permitted by law;
• (b) Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Proprietary Software, except to the extent expressly permitted by applicable law;
• (c) Distribute, transfer, sublicense, lease, lend, rent, or otherwise make the Proprietary Software available to any third party;
• (d) Remove, alter, or obscure any proprietary notices, labels, or marks on the Proprietary Software;
• (e) Use the Proprietary Software to provide services to third parties on a hosted, service bureau, or application service provider basis;
• (f) Use the Proprietary Software for any illegal purpose or in violation of any applicable law, regulation, or industry standard;
• (g) Circumvent any security measures or usage limitations in the Proprietary Software; or
• (h) Use the Proprietary Software in violation of any export control laws or regulations.

2.4 License Scope

This EULA authorizes you to use the Software on the number of devices, servers, or instances specified in your order or subscription agreement. If no specific limit is specified, you may use the Software on a reasonable number of devices for your internal business operations.

3. Intellectual Property Rights

3.1 Ownership

Licensor retains all right, title, and interest in and to the Proprietary Software, Documentation, and all Intellectual Property Rights embodied therein. This EULA is not a sale and does not convey to you any ownership of or rights to the Proprietary Software.

3.2 Your Data

You retain all right, title, and interest in and to your Device Data and any other data you provide to or process through the Software. However, you grant Licensor a non-exclusive, royalty-free license to use, process, and store such data solely to provide the Software and related services to you.

3.3 Feedback

If you provide any feedback, suggestions, or recommendations regarding the Software ("Feedback"), you grant Licensor a perpetual, irrevocable, royalty-free, worldwide license to use, implement, and incorporate such Feedback into the Software without any obligation to you.

3.4 Trademarks

You may not use Licensor's trade names, trademarks, service marks, logos, or domain names without Licensor's prior written consent.

4. Data and Privacy

4.1 Device Data Collection and Use

The Software may collect, process, and store Device Data from your connected IoT devices and sensors. You represent and warrant that you have all necessary rights and consents to collect, process, and transmit such Device Data to the Software.

4.2 Data Security

Licensor shall implement reasonable administrative, physical, and technical safeguards to protect the security and confidentiality of Device Data processed through the Software. However, Licensor cannot guarantee absolute security.

4.3 Data Retention

Device Data will be retained in accordance with Licensor's data retention policy, which may be updated from time to time. You may export your Device Data at any time through the Software's export functionality.

4.4 Data Deletion

Upon termination of this EULA, you may request deletion of your Device Data. Licensor will delete such data within a reasonable timeframe, except where required by law to retain such data.

5. Confidentiality

Each party agrees to:

• (a) Maintain the confidentiality of the other party's Confidential Information;
• (b) Use such Confidential Information only as necessary to exercise its rights or fulfill its obligations under this EULA;
• (c) Not disclose such Confidential Information to any third party without the other party's prior written consent; and
• (d) Protect such Confidential Information with at least the same degree of care as it uses to protect its own confidential information.

Confidential Information does not include information that: (i) is or becomes public knowledge through no fault of the receiving party; (ii) was rightfully known to the receiving party before disclosure; (iii) is independently developed by the receiving party; or (iv) is rightfully obtained from a third party without confidentiality obligations.

6. Support and Maintenance

6.1 Support Services

Licensor may provide you with support and maintenance services related to the Software, as specified in a separate support agreement or subscription plan. Support services may include:

• Bug fixes and patches
• Updates and upgrades
• Technical documentation
• Customer support via email, chat, or phone

6.2 Updates and Upgrades

Licensor may, in its sole discretion, provide updates, upgrades, or enhancements to the Software. Such updates may be automatically installed and may modify or disable certain features. You agree to receive such updates as a condition of using the Software.

6.3 No Obligation

Unless expressly agreed in a separate support agreement, Licensor has no obligation to provide support, maintenance, updates, or upgrades for the Software.

7. Warranties and Disclaimers

7.1 Limited Warranty

LICENSOR WARRANTS THAT THE PROPRIETARY SOFTWARE WILL SUBSTANTIALLY CONFORM TO THE APPLICABLE DOCUMENTATION FOR A PERIOD OF THIRTY (30) DAYS FROM THE DATE OF YOUR INITIAL USE ("WARRANTY PERIOD").

7.2 Warranty Remedies

If the Proprietary Software does not conform to the warranty in Section 7.1 during the Warranty Period, you must notify Licensor in writing. Licensor's sole obligation and your exclusive remedy will be for Licensor to use reasonable efforts to correct the material non-conformity or, if unable to do so, to refund your fees, prorated over the remaining subscription term.

7.3 Exclusion of Warranties

EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 7.1, THE PROPRIETARY SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

• Warranties of merchantability, fitness for a particular purpose, title, and non-infringement;
• Warranties arising from course of dealing, course of performance, or usage of trade;
• Warranties that the Software will be uninterrupted, error-free, or secure;
• Warranties regarding the accuracy, reliability, or availability of data or information processed through the Software; and
• Warranties regarding the results of using the Software.

7.4 Open Source Components

Any warranties, if any, for Open Source Components are provided solely by the licensors of such components and not by Licensor. Licensor makes no warranties regarding Open Source Components.

8. Limitation of Liability

8.1 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR:

• (a) Any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, use, or business opportunities; OR
• (b) Damages in excess of the greater of: (I) ONE HUNDRED U.S. DOLLARS ($100.00) OR (II) THE FEES YOU PAID TO LICENSOR FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

THIS LIMITATION APPLIES REGARDLESS OF WHETHER LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE).

8.2 Excluded Damages

LICENSOR SHALL NOT BE LIABLE FOR:

• (a) Any failure or delay in the Software caused by third-party services, internet connectivity, power outages, or factors beyond Licensor's reasonable control;
• (b) Any damage to or loss of your IoT devices, sensors, equipment, or facilities;
• (c) Any decisions made or actions taken based on data or information displayed in the Software;
• (d) Any interruption or unavailability of the Software;
• (e) Any security breach or unauthorized access to your Device Data or accounts; or
• (f) Any incompatibility between the Software and your devices, systems, or protocols.

8.3 IoT Device Risks

YOU ACKNOWLEDGE THAT IOT DEVICES AND CONNECTED EQUIPMENT PRESENT INHERENT RISKS, INCLUDING BUT NOT LIMITED TO DEVICE FAILURE, MALFUNCTION, SECURITY VULNERABILITIES, AND UNAUTHORIZED ACCESS. LICENSOR IS NOT RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM SUCH RISKS.

9. Indemnification

You agree to indemnify, defend, and hold harmless Licensor, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• (a) Your use or misuse of the Software;
• (b) Your violation of this EULA or any applicable law or regulation;
• (c) Your violation of any third-party right, including any Intellectual Property Right or privacy right;
• (d) Your Device Data, including your collection, processing, or transmission of such data; or
• (e) Any dispute or issue between you and any Authorized User or third party.

10. Compliance and Export Control

10.1 Compliance with Laws

You are solely responsible for complying with all applicable laws and regulations in your use of the Software, including but not limited to:

• Data protection and privacy laws (e.g., GDPR, CCPA, PDPA);
• Industry-specific regulations (e.g., building codes, safety regulations);
• Export control laws and regulations; and
• Telecommunications regulations.

10.2 Export Control

The Software may be subject to export control laws and regulations. You represent and warrant that you are not located in a country that is subject to comprehensive sanctions and that you will not use the Software for any prohibited purposes.

11. Audit and Monitoring

11.1 Usage Monitoring

Licensor may monitor your use of the Software to ensure compliance with this EULA, improve the Software, and prevent fraud or abuse. Usage data may be collected and analyzed in accordance with Licensor's privacy policy.

11.2 Audit Rights

Upon reasonable notice and during business hours, Licensor may audit your use of the Software to verify compliance with this EULA. You shall cooperate with such audit and provide reasonable access to relevant records and personnel.

12. Term and Termination

12.1 Term

This EULA is effective from the date you first use the Software and continues until terminated.

12.2 Termination for Cause

Licensor may terminate this EULA immediately if you materially breach this EULA and fail to cure such breach within thirty (30) days of notice.

12.3 Termination for Convenience

Licensor may terminate this EULA at any time upon thirty (30) days' written notice.

12.4 Effect of Termination

Upon termination:

• (a) Your license to use the Proprietary Software immediately terminates;
• (b) You must cease all use of the Proprietary Software;
• (c) You must delete or destroy all copies of the Proprietary Software in your possession or control; and
• (d) Licensor may delete your account and Device Data, except where required by law to retain such data.

Sections 3, 4, 5, 7, 8, 9, and 13 shall survive termination of this EULA.

13. General Provisions

13.1 Governing Law

This EULA is governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region, without regard to its conflict of laws principles.

13.2 Dispute Resolution

Any dispute arising from or relating to this EULA shall be resolved through binding arbitration in Hong Kong, in accordance with the rules of the Hong Kong International Arbitration Centre. The arbitrator's award shall be final and binding.

13.3 Severability

If any provision of this EULA is held to be unenforceable, such provision shall be reformed to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

13.4 Waiver

No failure or delay by either party in exercising any right under this EULA shall constitute a waiver of such right.

13.5 Entire Agreement

This EULA constitutes the entire agreement between you and Licensor regarding the Software and supersedes all prior or contemporaneous agreements, communications, and understandings.

13.6 Amendments

Licensor may amend this EULA at any time by posting the amended terms on its website or through the Software. Your continued use of the Software after such amendments constitutes your acceptance of the amended EULA.

13.7 Assignment

You may not assign this EULA without Licensor's prior written consent. Licensor may freely assign this EULA.

13.8 Force Majeure

Licensor is not liable for any failure or delay due to causes beyond its reasonable control, including acts of God, war, terrorism, strikes, or government actions.

14. Contact Information

15. Acknowledgment

BY USING THE CONTEXUS IOT SOLUTIONS SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS END USER LICENSE AGREEMENT.