IMPORTANT: THIS END USER LICENSE AGREEMENT (“EULA”) IS A LEGAL AGREEMENT BETWEEN INTELLIGENT DATA TECHNOLOGIES LIMITED (“IDTL”) AND THE CUSTOMER. CAREFULLY READ THIS EULA. USE OF THE SOFTWARE OR ANY RELATED DOCUMENTATION MADE AVAILABLE TO YOU BY IDTL IN WHATEVER FORM OR MEDIA (COLLECTIVELY “SOFTWARE”), WILL CONSTITUTE YOUR ACCEPTANCE OF THESE TERMS. IF YOU DO NOT ACCEPT THE TERMS OF THIS EULA,PLEASE DO NOT USE THE SOFTWARE.
1.SOFTWARE LICENSE GRANT. The Software is not sold. IDTL grants to the CUSTOMER a limited, non-transferable, revocable, and non-exclusive right to use the Software and subject to the limitations set forth in this EULA. Except as expressly set forth in this EULA, CUSTOMER may not distribute, publish, display, sublicense, assign or otherwise transfer the Software to any party. CUSTOMER is not permitted to create or create for others any product or software that competes with any feature of the Software. With respect to third party software included in the Software, IDTL is only passing along license rights which may be granted by the owner or licensor of the third party software, and IDTL does not separately license these rights to CUSTOMER. Any and all licenses hereunder shall automatically terminate upon termination of CUSTOMER’s separate license subscription agreement with its energy supplier. CUSTOMER acknowledges that no title to any intellectual property rights in the Software, including any copyright rights, is transferred to CUSTOMER and that title and full ownership rights to the Software and all copies thereof will remain the exclusive property of IDTL and/or its suppliers and will contain the same proprietary notices contained in or on the Software. CUSTOMER covenants and warrants that CUSTOMER will not reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, techniques, processes, algorithms, know-how or other information from the binary code portions of the Software (collectively, “Reverse Engineering”) or permit or induce the foregoing. If however, directly applicable law prohibits enforcement of the foregoing, CUSTOMER may engage in Reverse Engineering solely for purposes of obtaining such information as is necessary to achieve interoperability of independently created software with the Software, or as otherwise and to the limited extent permitted by directly applicable law, but only if: (a) Reverse Engineering is strictly necessary to obtain such information; and (b) CUSTOMER has first requested such information from IDTL and IDTL failed to make such information available (for a fee or otherwise) under reasonable terms and conditions. Any information supplied to or obtained by CUSTOMER under this section is confidential information of IDTL, may only be used by CUSTOMER for the purpose described in this section, and will not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Software. Furthermore, CUSTOMER agrees not to create derivative works based on the Software. IDTL reserves the right to terminate this license and to immediately repossess the Software in the event that the Customer violates this EULA.
OPEN SOURCE SOFTWARE. The Software may contain software files that are subject to certain open source license agreements. The open source software files and additional terms and conditions may be included in the Software general description. The open source software files are provided “AS IS” to the maximum extent permitted by applicable law. Please read the open source and third party software terms and conditions carefully for relevant copyright and licensing terms including the Open Source Licenses attached hereto as Appendix A.
2.CRITICAL USE; DISCLAIMER OF LIABILITY. The Software licensed hereunder is not designed for any “Critical Applications”. “Critical Applications” includes life support systems, medical applications, human implantation, commercial aviation, nuclear facilities or systems or any other applications where Software failure could lead to injury to persons or loss of life or catastrophic property damage. Accordingly, IDTL disclaims any and all liability arising out of the use of the Software in any Critical Applications. If CUSTOMER uses the Software in a Critical Application, CUSTOMER, and not IDTL, assumes full responsibility for such use CUSTOMER agrees to indemnify, hold harmless, and defend IDTL from and against any claims or lawsuits, including attorneys’ fees, that arise or result from the use of the Software in any Critical Applications, provided that IDTL gives CUSTOMER prompt written notice of any such claim, tenders to CUSTOMER the defense or settlement of such a claim at CUSTOMER’s expense and cooperates with CUSTOMER, at CUSTOMER’s expense, in defending or settling such claim.
3. LIMITED WARRANTY. The Software is supplied “as is”. IDTL warrants that the Software can be reasonably operated and is free of business critical bugs. However, IDTL does not warrant that the Software (a) will carry no errors; (b) will meet any specific requirements not expressly warranted or (c) will work properly when used concurrently with any other hardware or software. Except as expressly provided herein IDTL makes no other warranties, either expressed or implied, regarding the Software, its merchantability, or its fitness for any particular purpose and the entire risk as to the quality and the performance of the Software rests with CUSTOMER.
If IDTL breaches the above warranty it may, at its discretion, remedy any failure of the Software by providing you with program corrections and/or instructions as to how such failure may be avoided during regular use. If the Software has been provided to you free of charge and any remedy of a failure is unreasonably onerous for IDTL then IDTL may elect that you discontinue the further use of the Software. IDTL shall have no liability to remedy a failure of the Software if such failure arises as a result of (a) use or handling of the Software otherwise than in accordance with the manuals, including but not limited to Operator’s Manual, User’s Guide, and/or incorrect or careless handling or use of the Software; (b) any cause which prevents the Software from operating or functioning correctly which arises from or is attributable to either acts, omissions, events or accidents beyond the reasonable control of IDTL including without limitation acts of God, war, riot, civil commotion, malicious or deliberate damage, fire, flood, or storm, natural calamity, earthquakes, abnormal voltage or other disasters; (c) use in any operating environment or with settings other than those recommended by IDTL; or (d) use of the Software with hardware, goods or other software which IDTL has not directly or indirectly supplied. IDTL is under no obligation to provide any support under this EULA, including upgrades or future versions of the Software, or any portions thereof, to CUSTOMER or to any other party. IDTL is acting on behalf of its suppliers and/or affiliates for the purpose of disclaiming, excluding and/or restricting obligations, warranties and liability as provided in this EULA, but in no other respects and for no other purpose.
4.LIMITATION OF LIABILITY. Unless otherwise stated in this EULA the contractual and non-contractual liability of IDTL is based on the relevant statutory provisions. For damages caused by intent or gross negligence or under applicable product liability acts IDTL shall be liable irrespective of the legal basis. For damages caused by simple negligence IDTL is only liable (a) for damages resulting from death or personal injury; and (b) provided that you have paid for the Software, for damages resulting from the breach of essential contractual duties (cardinal duties); in this case, the liability of IDTL is limited to foreseeable damages that are typically associated with this kind of agreement. An essential contractual duty is a duty whose compliance is of particular importance for achieving the contractual purpose. All other claims of you based on contract or tort are excluded. For this reason, IDTL is not liable for consequential or indirect damages, for loss of profits or other financial loss of you. To the extent to which the liability of IDTL is excluded or limited, this shall also apply in respect of the personal liability of its employees, representatives and agents. For the avoidance of doubt, IDTL shall not be liable for any loss, cost, expense, claim, or damage whatsoever caused by any of the events described in the last but one paragraph of section 3 above. In any event, IDTL’s sole obligation or liability under this EULA, regardless of the nature of the events that resulted in such an obligation or liability, shall not exceed the purchase price originally paid for the Software. The liability according to the Product Liability Act shall remain unaffected.
5.EXPORT CONTROL. This EULA involves hardware, software, technology, technical data and/or source code that may be controlled under export control laws and regulations of the United States, the European Union, Japan and any other country (“Export Control Laws”). CUSTOMER agrees that CUSTOMER will not transfer or exported into any country or used in any manner prohibited by such Export Control Laws. Any export, directly or indirectly, in contravention of applicable Export Control Laws is strictly prohibited.
6.GOVERNING LAW. This EULA and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. In the event of any dispute arising out of or in connection with the Agreement, the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement.
7.SEVERABILITY. If any provision of this EULA shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this EULA so as to affect the original intent of the parties as closely as possible so that transactions contemplated hereby are fulfilled to the extent possible.
8.SURVIVAL OF PROVISIONS. Sections 2 (Critical Use; Disclaimer of Liability), 3 (Limited Warranty), 4 (Limitation of Liability), 6 (Governing Law), 7 (Severability), and 8 (Survival of Provisions) of this EULA shall survive any termination or expiration of this EULA.
Intelligent Data Technologies Limited
1 Princes Road
OPEN SOURCE LICENSES
The following open source software elements are bundled as part of the IDTL software release and are licensed separately from this EULA under the terms of their license, the obligations and rights under which are hereby passed on to the end user.
- zlog LGPL v2.1 – https://github.com/HardySimpson/zlog/blob/master/COPYING
- OpenSSL OpenSSL and SSLeay license – https://www.openssl.org/source/license.html
- curl MIT license derivative – https://ec.haxx.se/opensource-license.html
- GCOV GNU General Public License – https://github.com/gcc-mirror/gcc/blob/master/gcc
- splint-3.2.1 GPL – http://www.splint.org/download.html
- Azure IoT Hub Device CSDK MIT License – https://github.com/Azure/azure-iot-sdk-c
- Linux 2.6.36 GPL v2
- u-boot GPL v2