- Vidergy

Dashboard EULA and Dashboard T&C's

CLOUD SERVICES AGREEMENT

This Cloud Services Agreement (“CSA”), including all of the condition, restrictions, and requirements stated herein, which together form Vidergy’s cloud services terms of use for Vidergy’s advertising-based Energy-as-a-Service (EaaS) network switched power outlets, control servers, and advertising servers (“CSA Terms”), are entered into between Vidergy (“Vidergy” or “Us”) and you or the entity on whose behalf you accept these terms (“You” or “Your”), including any individuals You authorize to access or use the Services such as Your independent contractors or employees (“Authorized Users”). Where the term “You” or “Your” is used in these Terms, it shall be deemed to include any “Authorized User” regardless of whether the term “Authorized User” is specifically referenced. Typically, but not always, You are a Channel Partner or You are a Venue Partner or You are working under the authorization of one of these.

These CSA Terms contain the terms, restrictions, and conditions of use for Vidergy’s Network Connected Services. More specifically, but not exclusively, these CSA Terms govern: (1) Vidergy’s commitments to You to provide Power Requestors and Power Consumers with access to and use of the Vidergy Products in each Subject Venue; (2) Vidergy’s commitments to You to provide information associated with the actual use of the Vidergy Products in the Subject Venue by Power Requestors and Power Consumers; and (3) Your commitments to Vidergy to install and make the Vidergy Products available for operation to and by Power Requestors and Power Consumers in each Subject Venue. This CSA shall become effective when You acquire or use the Vidergy Products, provide or facilitate such provision of Vidergy Products, or use or facilitate such use of the Vidergy Products (the “Effective Date”).

This CSA gives You specific legal rights, and You may also have other legal rights in addition, which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under this CSA will not apply to the extent prohibited by applicable law. Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages or other rights, so those provisions of this CSA may not apply to You.

For Vidergy Products that You receive from a third-party distributor, advertiser, or reseller, these CSA Terms shall also govern any rights and obligations between the party receiving such Products, and that party’s Authorized Users, and Vidergy, and govern the use of such Products.

You represent that You are lawfully able to enter into contracts and, if You are entering into these CSA Terms on behalf of another Person, You represent that You have the right, authority, and capacity to bind such Person and its Affiliates. You represent that you are of sufficient legal age in your jurisdiction or residence to enter into this CSA and to perform at least one of: a) ordering Vidergy Products; b) receiving Vidergy Products; installing Vidergy Products; operating Vidergy Products; and making the Vidergy Products available for others to operate with little or no restrictions. If You do not agree with any of the provisions of these CSA Terms, You should immediately return all Vidergy Products to Vidergy and cease accessing or using all Vidergy Products and any other Vidergy products and services.

THIS CSA IS A LEGAL AGREEMENT. BY ORDERING, RECEIVING, INSTALLING, ACCESSING, OPERATING, OR MAKING VIDERGY PRODUCTS AVAILABLE FOR OPERATION BY OTHERS, YOU ARE ACCEPTING AND AGREEING TO THIS CSA ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT AND YOUR OR ITS AFFILIATES. IF YOU DO NOT AGREE TO BE BOUND BY THESE CSA TERMS, YOU SHOULD IMMEDIATELY RETURN ALL VIDERGY PRODUCTS TO VIDERGY AND CEASE ORDERING, RECEIVING, INSTALLING, ACCESSING, OPERATING, OR USING THE VIDERGY PRODUCTS OR ANY VIDERGY SERVICES, AND YOU SHOULD PROMPTLY RETURN ANY OR ALL VIDERGY PRODUCTS TO VIDERGY BY CONTACTING VIDERGY AS IDENTIFIED HEREIN.

AS DESCRIBED HEREIN, SECTION XVIII (“NO HIGH RISK USE”) DESCRIBES IMPORTANT LIMITATIONS OF THE VIDERGY PRODUCTS AND VIDERGY SOFTWARE, INCLUDING THE VIDERGY DASHBOARD, AND RELATED SERVICES, ESPECIALLY IN CONNECTION WITH LIFE SAFETY AND CRITICAL USES. PLEASE READ THESE DISCLOSURES CAREFULLY, AS YOU ARE ACKNOWLEDGING THEM AND ACCEPTING THEM.

Definitions.
1. “Affiliate” means any entity, now or hereafter existing, that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the subject entity. “Control,” for the purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interest in the subject entity.
2. “Authorized Users” means individuals You authorize or otherwise permit to access or use the Software, including Your independent contractors and employees, such use to be solely in accordance with these CSA Terms.
3. “Availability Requirement” is ninety-five percent (95%), which is the percent of the time during each month during a relevant License Term that the Cloud Services will be available to You and anyone You permit to use the Cloud Services, excluding any period of Permitted Unavailability.
4. “Channel Partner” means a Person authorized by Vidergy to Resell Vidergy Products to Venue Partners.
5. “Cloud Services” means hosted Software, subscription services, cloud services, and related technology made available by Us for access by You and Our other customers over the internet. The Software includes software that, among other things, provides for the consumption of multimedia in exchange for access to power via a Vidergy Product and/or the execution of other acts on the mobile computing devices of Power Requestors and/or Power Consumers, such software involving communication with one or more computing servers owned, operated, controlled by, or otherwise directed by Us in exchange for access to power via a Vidergy Product. The Software also includes software that provides the Vidergy Dashboard, which You may interactively operate to receive information about Vidergy Products associated with one or more Subject Venues associated with You.
6. “Content” means Vidergy Content.
7. “Documentation” means electronic and non-electronic developer guides, getting started guides, user guides, quick reference guides, and other technical and operations manuals and specifications for the Products, as such documentation may be updated by Us from time to time.
8. “End User” is the Person who is a final purchaser or licensee that: (i) has acquired Products and/or Servicesfor his/her/its own Internal Use and not for Resale, remarketing, or distribution; and/or (ii) is identified as such purchaser or licensee by a Channel Partner in a Product Order. An End User, for example, is the Venue Partner that provides access to Products and/or Services in a Subject Venue for interactive use by Power Requestors and/or Power Consumers. You may be the End User or You may be the Channel Partner that provides Vidergy Products to or through a Venue Partner for use in a Subject Venue.
9. “Hardware” means Vidergy Hardware.

“Intellectual Property” means all intellectual property rights anywhere in the world, including any and all rights anywhere in the world arising under or associated with trademarks, service marks, brand names, logos, domain names, trade dress and other designations of origin, and the goodwill of the business associated therewith, patents and patent applications (including all reissues, divisions, continuations, and extensions thereof), statutory invention registrations, registered designs, inventions and the like (whether registered or not), methods, processes, trade secrets, industrial secrets, and rights in know-how, data and confidential or proprietary business or technical information, and copyrights and any other equivalent rights in works of authorship (including rights in software as a work of authorship) and any other related rights of authors.
“Network Connected Services” means the: (i) Vidergy Commercial Website; (ii) the Vidergy Dashboard available to Vidergy’s Channel Partners and Vidergy’s Venue Partners; and (iii) the Energy- as-a-Service (EaaS) operational and advertising servers accessible via the web browsers of the smart devices of Vidergy’s Power Requestors and Vidergy’s Power Consumers; said web browsers including the means by which Your Personal Data is collected.
“Permitted Unavailability” means time excluded from a calculation of Vidergy’s Availability Requirement, the Availability Requirement being a percentage of time that Vidergy’s Cloud Services shall be available. Permitted Unavailability includes, but is not limited to, Planned Outages and any unavailability due to causes beyond Vidergy’s reasonable control, including, without limitation: (i) any software, hardware, or telecommunication failures; (ii) interruption or failure of telecommunication or digital transmission links; (iii) internet slow-downs or failures; (iv) failures or default of third-party software, vendors, or products; and (v) unavailability resulting from Your actions or inactions or a failure of Your communications link or systems.
“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, association or other entity, or a governmental authority.
“Personal Data” means any information that can be used to identify an individual, such as, but not limited to, an image, name, address, telephone number, and e-mail address.
“Power Consumer” is the Person in control of the device that receives or will receive power via a hardware product provided by Vidergy such as, but not limited to, a Vidergy Duplex outlet.
“Power Requestor” is the Person in control of the smart device that: (i) engages with a Vidergy service; and (ii) receives advertising or performs one or more other actions to cause an enablement of power for a limited duration of time at a hardware product provided by Vidergy such as, but not limited to, a Vidergy Duplex outlet.
“Product Order” means the order submitted by You to Vidergy identifying the Products You or Your Representatives agree to install and/or otherwise provide for use by Power Requestors and/or Power Consumers, said order formed as a written or electronic request by You to Vidergy that has been acknowledged and accepted by Vidergy in writing or electronically, said request embodied in a form acceptable to Vidergy and including not less than the quantity, Vidergy Product reference number, requested delivery date, detailed End User information, detailed End User ordering information (e.g., copy of purchase order), and any other information that Vidergy may request. With respect to an End User’s request for products or services made to You, a Product Order means a valid and enforceable purchase order, which may be satisfied, at least in part, using Vidergy’s Products.
“Products” means Vidergy Products in singular or plural as the context may dictate.
“Representative” means a Person or a Person’s Affiliates’ shareholders, legal members, officers, directors, partners, associates, staff, employees, independent contractors, attorneys, accountants, advisors, agents, and/or any other party acting on behalf of the Person or its Affiliate.
“Service” or “Services” means one or more services that Vidergy offers for sale or otherwise to its customers or others in whole or in part.
“Software” means Vidergy Software.
“Telemetry Data” means information associated with the use and operation of Vidergy’s Products, wherein said information is captured by one or more instrumentation and/or logging systems, and wherein said information includes data generated by, collected by, or otherwise associated with any Vidergy Product or Service such as data from the following non-exclusive and non-exhaustive list: device identification information, such as serial number, asset tag, globally unique identifier (GUID), and MAC address; advertising information, such as an ad identifier, a count of advertisements consumed, a count of advertisements not completed, a time-connected parameter, and other information related to advertisements; device status information, such as uptime, power level, power characteristics, and temperature; device performance information, such as data throughput, latency, and error rates; device location information, such as GPS coordinates, cell tower ID, uniform resource locator (URL), and internet protocol (IP) address; and device event information, such as alarms, errors, and maintenance events.
“Third-Party Materials” means materials and information, in any form or medium, including any software, documents, data, content, specifications, products, equipment, or components of or relating to the Products and/or Services that are not proprietary to Us.
“Units” means the Vidergy Hardware or other hardware products manufactured, provided, and in whole or in part operated by Us and Our Representatives.
“Us” and “Our” means Vidergy.
“Subject Venue” means any physical place controlled by You or a Venue Partner and authorized by Vidergy to host at least one Vidergy Product, wherein “control” with respect to a Subject Venue shall mean that You or the Venue Partner have or otherwise claim or exhibit legal authority to permit, install, or direct the installation of Vidergy Products.
“Venue Partner” means any Person who controls a Subject Venue wherein “control” with respect to a Subject Venue shall mean the Person having or otherwise claiming or exhibiting legal authority to permit, install, or direct the installation of Vidergy Products.
“Vidergy” means Vidergy Networks LLC and its subsidiaries and Affiliates, Vidergy Networks LLC being a Florida Limited Liability Company having a principal address at 9150 Belvedere Rd. #106, Royal Palm Beach, FL 33411, U.S.A.
“Vidergy Content” means all software and data products provided by Us and our Representatives including but not limited to, information, works, and digital materials, non-exhaustively including processor-executable software, databases, text, audio, images, video, and other machine-generated and machine-presentable information. For the avoidance of doubt, Vidergy Content in this CSA includes Vidergy software embedded in Vidergy Hardware, Vidergy software operating on Vidergy servers, and information generated as a result of operating Vidergy Hardware and delivered via the Vidergy Dashboard.
“Vidergy Dashboard” means some or all of the Software, which is colloquially referred to as the “Vidergy Dashboard,” and which Software is accessible via the Internet at https://vidergy.net in combination with access information (e.g., user account information, password information, security key information, and the like) that is defined by Vidergy.
“Vidergy Hardware” means one or more physical products, articles, objects, devices, tools, apparatus, systems, and the like provided by or on behalf of Vidergy. A non-exhaustive list of Vidergy’s Hardware includes Vidergy outlets, Vidergy gateways, and other Vidergy network-connected switching products. For the avoidance of doubt, Vidergy Hardware in this CSA excludes software, advertising, and data.

“Vidergy Products” means any one or more of Vidergy Content, Vidergy Hardware, and Vidergy Software individually or in any suitable combination that Vidergy makes available to You for use or distribution (or, in the case of Software, license grant to use such Software), as such may be updated from time to time.
“Vidergy Software” means Vidergy’s web portal (e.g., the Vidergy Dashboard), Vidergy’s control of Vidergy Hardware (e.g., the advertising-based provision of power at a Vidergy outlet), application programming interfaces (APIs), software platform, services, Content, applications, and any other processor-executable product or service provided by Vidergy under these CSA Terms for use in conjunction with Vidergy’s Hardware and for other services that Vidergy provides.
“You” and “Your” means you who are accepting these CSA Terms or the Person on whose behalf you accept these CSA Terms. You are a Venue Partner or a Channel Partner. Where the terms “You” or “Your” are used in this CSA, they shall be deemed to include Your Authorized Users regardless of whether that term is specifically referenced.
“Your Data” means all information, software, and other like data that You or anyone acting on Your behalf provides to Vidergy for any purpose in connection with Your use of the Products. For the avoidance of doubt, Your Data does not include Telemetry Data.

Scope of Use.
1. You may access and use in accordance with these CSA Terms, the Products that You purchase or are otherwise provided to You through Vidergy. The software embedded in Vidergy’s products (and any updates thereto) is licensed and governed by Vidergy’s Hardware End User License Agreement (“Hardware EULA” or “HW-EULA”). You may also need to install software or provide additional information to use certain Products. You may use such software to the extent reasonably required to use the Products but only for the subscription term, if any, during which You are entitled to use the Products. Such software is licensed to You under the HW-EULA. Vidergy reserves all rights to the Products, content, hardware, and software not expressly granted under these CSA Terms or the HW- EULA.
2. You may access and use the Products only if You can form a binding contract with Vidergy and only if You are in compliance with the CSA, these CSA Terms, the HW-EULA, and all applicable laws, rules and regulations applicable to Your use of the Products.
3. Your Account. You must have an account to access and manage Your use of the Products.
  1. You are responsible for the account information of Your Account, which may include, among other information, Your name, Your address, Your electronic mail address, and Your telephone contact information;
  2. You are responsible for the login credentials for Your Account, which may include, among other information, Your username, Your passwords, Your tokens, Your certificates, Your keys, and Your pins; and
  3. You are responsible for all activities that occur under Your Account, regardless of whether such activities are undertaken by You, Your Authorized Users, or a third-party and, except to the extent caused by Vidergy’s breach of this CSA, Vidergy and its affiliates are not responsible for unauthorized access to Your Account. You agree to use reasonable measures to protect Your Account information, including and especially Your login credentials, and You agree to contact Vidergy immediately if You suspect unauthorized use of Your Account or if Your Account information is lost or stolen.

III. Limitations on Use; Acceptable Use Policy.

The Products, including the features and functionality thereof, are protected by one or more of United States and international copyright, trademark, patent, trade secret, and other Intellectual Property or proprietary rights laws.
Neither You nor any End User may use the Products in any manner or for any purpose other than as expressly permitted by this CSA. All rights granted to You in these CSA Terms are conditioned on Your compliance with these CSA Terms and will terminate if You do not comply with any term or condition of this CSA.
Acceptable Use Policy (“AUP”). Use of any Vidergy Products is subject to the following AUP. The AUP applies to any End User who uses the Products, including without limitation the legal entity or individual doing business with Vidergy. For the avoidance of doubt, these End Users using the services include You, Your employees, Your contractors, Your Authorized Users, distributors, resellers, and any third party permitted by any of these to use or access the Products, and You are required to inform End Users of this Policy.
You, Your Authorized Users, and any End Users shall not directly or indirectly do any of the following or encourage, promote, permit, facilitate, or instruct others to:
1. Modify, alter, tamper with, repair, create derivative works of (except to the extent software included in the Products is provided to You under a separate license that expressly allows You to create derivative works), or reverse engineer, decompile, translate, disassemble or otherwise attempt to extract or generate source code of, any software included in the Products;
2. Sell, resell, reframe, distribute, rent, or lease the Products, include the Products in an outsourced or service bureau offering, or otherwise commercialize the Products;
3. Use the Products for any illegal, harmful, or offensive use, or to transmit, store, display, host, distribute, or otherwise make available content that is or may be deemed harmful, offensive, hateful, defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable;
4. Commit or encourage fraudulent or other illegal activities in violation of any applicable law, regulation, government order or decree, legal agreement, or Vidergy published policies or specifications;
5. Infringe or misappropriate any copyright, trademark, or other Intellectual Property or proprietary rights of others;
6. Transmit any material that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, including adware, malware, spyware, software viruses, or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
7. Work around any technical limitations in the Products that only allow You or Your End Users to use the Products in certain ways;
8. Download or otherwise remove copies of software, including source code, from the Products unless explicitly authorized;
9. Interfere with, disrupt, or attempt to gain unauthorized access to the Products or servers or networks connected to the Products, or disobey any requirements, procedures, policies, or regulations of networks connected to the Products;

1. Remove, circumvent, disable, damage, or otherwise interfere with security-related features of the Products;
2. Access or probe any network, computer or communications system, software application, or network or computing device without authorization, including but not limited to breaches, vulnerability scans, or penetration testing;
3. Violate any applicable law or regulation or accompanying user or technical manuals, training materials, specifications, or other Documentation pertaining to any Products, whether in digital or printed format; or
4. Interfere with Vidergy’s right to monitor and investigate any violation of the AUP or any misuse of the Products by You, Your Authorized Users, End Users, or any third party.

Vidergy reserves the right, but does not assume the obligation, to monitor and investigate any violation of the AUP or any misuse of the Products by You. Failure to comply with or breach of the AUP may result in warnings, suspending, restricting, or terminating access to the Products, removing or disabling access to any content or resource that violates the AUP, legal proceedings, and any other action Vidergy reasonably deems appropriate. You agree to indemnify, defend, and hold Vidergy harmless for any claims, liability, demands, damages, and costs (including attorneys’ fees) arising from Your or Your End User’s violations of the AUP.
You are responsible for obtaining and maintaining all equipment and services needed for access to and use of the Products and for paying all charges related thereto.

Fees.
1. Vidergy will not charge You a fee for the Products. Vidergy may receive payment from others for your use of the Products. In some cases, for example, access to the Products may be provided under an ad- based model.
2. Vidergy may elect to offer new products, hardware, software, content, and/or services and make such new products, hardware, software, content, and/or services available to You for a fee (“Paid-For Products”).
  1. If You order Paid-For Products, or if You otherwise agree in writing to receive Paid-For Products, You will be responsible for paying all fees for the Paid-For Products as specified in the applicable Product Order(s). Payment obligations are non-cancelable, and fees paid are non- refundable. Unless otherwise agreed, annual licensing for Paid-For Products fees are due within thirty (30) days of the invoice date and shall be paid in advance for the current year. If any invoiced amount is not received by the due date, without limiting Vidergy’s other rights or remedies, those charges may accrue late interest from the due date to the date of payment at the lesser of twelve percent (12%) or the maximum rate permitted by law. You will pay all sales, value added, general standard, and similar taxes, levies, duty, or charges imposed by any government authority related to the Paid-For Products purchased. If Your payment is thirty

(30) or more days overdue, Vidergy may, in its sole discretion after providing You at least ten

(10) days prior notice, and without limiting Vidergy’s other rights and remedies, suspend or terminate the Paid-For Products until such amounts are paid in full. In the event You dispute an invoice, You must notify Vidergy in writing of such dispute within thirty (30) days of the invoice date. Vidergy will not charge late interest or suspend Paid-For Products if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. You agree that Your purchase of the Paid-For Products is not contingent on the delivery of any future functionality or features.

2.2 If you order Paid-For Products, and Vidergy delivers Paid-For Products, the Paid-For Products will be treated as Products under these CSA Terms.

Our Responsibilities.
1. Availability of Products. Vidergy will provide You the Products specified in the applicable Product Order. Vidergy will use commercially reasonable efforts in its standard course of business to make the Products available 24 hours a day, 7 days a week, 365 days a year except for: (i) scheduled downtime;

(ii) any unavailability caused by circumstances beyond Vidergy’s reasonable control, including, but not limited to, an act of God, act of government, flood, fire, storms, earthquake or other elements of nature, systemic electrical deficiencies and/or unavailability in sufficient operating quality, telecommunications or other utility failures, civil unrest, act of terror, strike or other labor problem (“Force Majeure Event”), or Internet service provider failure or delay; (iii) any other circumstances beyond Vidergy’s reasonable control, including Your use of Third Party Materials, misuse of the Products, or use of the Products other than in compliance with the express terms of this CSA; and (iv) any permitted suspension or termination of the Products pursuant to these CSA Terms.

1. Availability of Services.
  1. Vidergy will use commercially reasonable efforts to make the Cloud Services available for access and use of the Products by Power Requestors and Power Consumers, as contemplated under this CSA, an average of at least the offered Availability Requirement. Vidergy will use reasonable efforts to schedule Planned Outages during non-peak hours. In the event of any failure to achieve the Availability Requirement, Vidergy will use commercially reasonable efforts to correct the interruption as promptly as practicable.
  2. In the event Vidergy fails to achieve the Availability Requirement in two (2) consecutive months, You may request that Vidergy, in an expedited manner, default any affected Vidergy Products to a permanently “on” state until the Cloud Services affecting such Vidergy Products are fully restored.
2. Support Services. Vidergy provides basic support with the Products and Services, and Vidergy offers or may in the future offer higher levels of support for an additional fee.

Your Obligations.
1. You are responsible for:
  1. Complying with the AUP set forth in Section III (“Limitations on Use; Acceptable Use Policy”);
  2. Your account security pursuant to Section II.3 (“Your Account”);
  3. Using reasonable efforts to prevent unauthorized access to or use of the Products;
  4. Your Authorized Users’ compliance with these CSA Terms;
  5. The accuracy, completeness, and legality of Your Data, the means by which Your Data was acquired by You, and the use of Your Data with Vidergy Products; and
  6. The technical operation of Your Data, including ensuring that outlets You have provided or facilitated for such provision are visible on Your instance of the Vidergy dashboard.
2. You shall use the Products only in accordance with these CSA Terms, Vidergy’s Documentation, the commercial agreement and/or Product Order (as applicable), and all applicable laws, rules, and regulations.

You shall comply with the terms of service of third-party applications (including Your applications) with which You access or use the Products.
You maintain regular data backups or redundant data archives because the Products do not replace the need for You to backup data that is important to You; You are responsible for taking Your own measures to maintain appropriate security, protection, and back up of Your Data.
Availability of Vidergy Products For Use By Power Requestors and Power Users
1. You will use commercially reasonable efforts to immediately install Vidergy Products You receive in areas of the Subject Venue where the Products will be readily available to Affiliated and/or unaffiliated third-party Power Requestors and Affiliated and unaffiliated Power Consumers.
2. You will encourage use of the Vidergy Products and Services via signage and other collateral in proximity to the Vidergy Products, such signage and other collateral provided by Vidergy or provided by You and approved by Vidergy.
3. In the event You fail to install the Vidergy Products and collateral as directed under this CSA, You will immediately return the Vidergy Products to Vidergy.

VII. Beta and Free Products.

Beta Products. From time to time, Vidergy may offer You access to certain beta, test, or evaluation Products (“Beta Products”) at no charge, unless otherwise specified by Vidergy.
1. Beta Products are intended for evaluation purposes and not for production or commercial use, are unsupported, and may contain errors, bugs, or other issues. You may choose to try such Beta Products in Your sole discretion, and You accept the Beta Products “AS-IS” and AT YOUR OWN RISK. Vidergy is not responsible for any issues related to Your use of the Beta Products.
2. Vidergy may discontinue, limit, suspend, or terminate Your access to any portion of the Beta Products at any time and for any reason, in its sole discretion, and Vidergy may delete Your Data or any other data maintained in the Beta Products environment. Vidergy will have no liability for any harm or damage arising out of or in connection with any Beta Products. Vidergy shall have no indemnification obligations with respect to the Beta Products.
3. Vidergy may receive consideration based on Your use of Beta Products.
Free Products. Vidergy may offer You access to certain Products free of charge (“Free Products”).
1. Vidergy may, in its sole discretion at any time and for any reason, terminate Your access to the Free Products or any portion thereof. You agree that any termination of Your access to Free Products may be without prior notice, and Vidergy will not be liable to You or any third party for such termination. Unless prohibited by applicable law, Vidergy shall use reasonable efforts to provide You with a reasonable opportunity to retrieve Your Data prior to termination, provided You are solely responsible for exporting Your Data prior to termination of Your access to the Free Products.
2. The Free Products are provided “AS-IS” without support or any warranty of any kind. Vidergy will have no liability for any harm or damage arising out of or in connection with any Free Products. Vidergy shall have no indemnification obligations with respect to the Free Products.
3. Vidergy may receive consideration based on Your use of Free Products.

VIII. Changes.

Products. Vidergy may add, enhance, change, or remove features or functionality of the Products from time to time provided such change does not materially reduce the core functionality of the Products.
Material Change to Products. In the event a change made by Vidergy does materially reduce the core functionality of the Products and has a materially adverse effect on Your use of the Products, You shall notify Vidergy in writing, and Vidergy shall attempt to provide a reasonably satisfactory work-around. In the event You are not satisfied with such work-around or a work-around is not possible, then You may immediately discontinue Your use of the Products, and upon written notice to Vidergy, terminate any pending Product Orders, and terminate these CSA Terms in accordance with Section XVI (“Term; Termination; Suspension”) of this CSA.
Automatic Updates. Vidergy may, from time to time and at its sole option, provide patches, bug fixes, corrections, updates, upgrades, support and maintenance releases, or other modifications to the Products (“Automatic Updates”), which items shall be deemed part of the Products.
1. YOU HEREBY CONSENT TO ANY SUCH AUTOMATIC UPDATES.
2. These Automatic Updates may be automatically installed without providing any additional notice to You or receiving Your additional consent. If You do not consent, You may immediately discontinue Your use of the Products, and upon written notice to Vidergy, terminate any pending Product Orders, and terminate these CSA Terms in accordance with Section XVI (“Term; Termination; Suspension”) of this CSA.
APIs. From time to time, Vidergy may change or discontinue one or more APIs utilized for the Products but shall use reasonable efforts to continue to support the previous version of any changed or discontinued API for a period of one (1) year from the date of the change or discontinuation, unless the continued support of the previous version would reasonably be expected to:
1. Pose a security risk or Intellectual Property rights issue;
2. Be commercially unfeasible (whether economically or technically); or
3. Create and impossible or impractical circumstance as a result of a legal requirement.

Third-Party Materials.
1. Third-Party Materials offered to You by a third-party in conjunction with the Products, and any exchange of data between You and such third-party, is solely between You and the applicable third- party. Your use of such Third-Party Materials shall be subject to a separate agreement directly between You and the Third-Party Materials provider for the provision of the Third-Party Materials. The Third- Party Materials provider is solely responsible for the Third-Party Materials.
2. FOR THE AVOIDANCE OF DOUBT, VIDERGY PROVIDES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THIRD-PARTY MATERIALS, INCLUDING WITH RESPECT TO THE FUNCTIONALITY OF SUCH THIRD-PARTY MATERIALS WITH ANY VIDERGY PRODUCT.
3. Vidergy does not provide any warranty, maintenance, technical, or other support for any Third-Party Materials or their use on any Vidergy Products. Accordingly, Vidergy shall have no obligation or liability arising from such Third-Party Materials.

X. Privacy and Data Protection.

Vidergy treats Your Data in accordance with our privacy terms located at https://vidergy.com/legal/privacy.
Vidergy will use commercially reasonable efforts to implement and maintain appropriate measures for protection of the security, confidentiality and integrity of Your Data and of each End User’s Data in accordance with Vidergy’s Privacy Policy, which is hereby incorporated by reference herein. Vidergy will use Your Data, End User’s Data, and Personal Data in accordance with these CSA Terms and the Privacy Policy. Where legally permissible, Vidergy may process, transfer, copy, backup, and store Your Data, End User Data, and Personal Data in the United States or other countries or jurisdictions outside of the country where it was collected. You are responsible for providing any required consent from Your users to such processing and transfer of Personal Data, including international transfers, where applicable.
Vidergy may collect certain information generated by instrumentation and logging systems created through the use and operation of Vidergy’s Products (“Telemetry Data”) related to the use of the Products in order to improve, maintain, or analyze the Products. You acknowledge and agree that Vidergy shall be permitted to use Telemetry Data without restriction to the extent such data is non- personal data that does not identify You or Your users. You further agree that Vidergy and its Affiliates may receive consideration in exchange for or otherwise based on some or all of the Telemetry Data.

Confidentiality.
1. Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation product plans and designs, pricing, marketing and sales information, business plans and processes, customer and supplier data, financial, technology and technical information, “know-how,” trade secrets, information relating to patents, patent applications, works of authorship, prototypes, ideas, techniques, inventions, processes, equipment, algorithms, software programs, software source documents, research, experimental work, development, procurement requirements, purchasing, manufacturing, customer lists, business forecasts and other information, whether such information is in written, oral, electronic, web-based, or other form. Confidential Information does not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party;

(ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; or (iii) is received from a third party without breach of any obligation owed to the Disclosing Party.

1. Degree of Care. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but not less than reasonable care) to:
  1. not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this CSA; and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its Representatives who need that access for purposes consistent with this CSA and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. The Receiving Party will not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, in any manner to the Disclosing Party’s detriment, including without limitation, to reverse engineer, disassemble, decompile, or design around the Disclosing Party’s proprietary services, products, and/or confidential Intellectual Property. Each party hereby retains its entire right, title, and interest, including all Intellectual Property rights, in and to all of its Confidential Information. The Receiving Party shall be responsible for any breach of the confidentiality obligations of this CSA caused by any of its Representatives.

Required Disclosure. If the Receiving Party is required (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigation demand, or other legal or judicial process) by applicable law to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party will provide the Disclosing Party with prompt notice (to the extent permissible under applicable law) so that the Disclosing Party may seek a protective order or other appropriate remedy, and the Receiving Party will cooperate in that effort, at the Disclosing Party’s cost. If such protective order or other remedy is not obtained, the Receiving Party will furnish only that portion of the Confidential Information which the Receiving Party is advised by legal opinion of the Receiving Party’s counsel is legally required and will exercise its best efforts to obtain reasonable assurance that confidential treatment will be accorded the Confidential Information.
Specific Performance/Injunctive Relief. Each Receiving Party acknowledges that the Confidential Information constitutes valuable, special, and unique property of the Disclosing Party critical to its business, and that any breach of its confidentiality obligations herein by it will give rise to irreparable injury to the Disclosing Party that is not compensable in damages. Accordingly, each Receiving Party agrees that the Disclosing Party shall be entitled to obtain specific performance and/or injunctive relief against the breach or threatened breach of the confidentiality obligations herein by the Receiving Party or its Representatives. Such remedies shall not be deemed the exclusive remedies for a breach of this Section XI (“Confidentiality”), but shall be in addition to all other remedies available at law or in equity to the Disclosing Party.
A Party’s Obligations. A Party’s obligations as to any particular Confidential Information of the other party will remain in effect for a period of five (5) years following the disclosure of such Confidential Information. Each party’s obligations hereunder survive and continue in effect with respect to any Confidential Information that is a trade secret under applicable law.

XII. Proprietary Rights and Ownership.

Your Data.
1. As between You and Vidergy, You retain all right, title, and interest in and to Your Data. Except as provided in this Section XII (Proprietary Rights and Ownership”), Vidergy acquires no right, title, or interest from You or Your licensors to Your Data, including any related Intellectual Property rights. You grant to Vidergy, its Affiliates, and applicable contractors a worldwide, royalty-free, sublicensable license to use, access, modify, reproduce, copy, display, perform, process, and distribute Your Data for the purpose of providing and improving Vidergy’s hardware, software, content, products and/or Products. You represent and that You have the right to grant the license contained this Section XII.1.1.2 (“Your Data”) of this CSA.
2. Resultant Data. You hereby grant Vidergy a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable, and transferable right to access, display, process, aggregate, create Derivative Works, or otherwise use Aggregate Data including all related Intellectual Property rights) in any manner and without payment of any royalties. For the purposes of this CSA: (i) “Aggregate Data” means data, including Your Data, in which identification (or re- identification) of an individual person or organization is not possible, considering all known means that could reasonably be used; and (ii) “Derivative Work” means a derivative work within the meaning of the Copyright Act of 1976 (as amended) including, without limitation, any modification, revision, translation, abridgment, condensation, or expansion of the associated content or any form in which the associated content is recast, transferred, transformed, or adapted, which, if prepared without the rights granted under this CSA, would result in copyright infringement.

1.3 Subject to the license granted to Aggregate Data above, Vidergy shall own all right, title, and interest in and to all Derivative Works created by or on behalf of Vidergy of any Aggregate Data, including any Intellectual Property rights therein, whether those rights are registered or not, and wherever in the world those rights may exist.

Product Data. You agree that Vidergy and its Affiliates may use information derived from or generated by the Products to provide, maintain, protect, and improve the Products and to develop new products and services, to the extent permitted by applicable law. You further agree that Vidergy and its Affiliates may receive consideration based on the information derived from or generated by the Products.
Vidergy Materials. Vidergy and its Affiliates or licensors own and reserve all right, title, and interest in and to the Products, the underlying technology, the software, and Documentation, including all related Intellectual Property rights. Such ownership extends to all copies and portions of the foregoing, and all improvements, enhancements, modifications, and derivative works. You may use the Products solely as directed or otherwise permitted by Vidergy and subject to these CSA Terms. No rights are granted to You hereunder, including any Intellectual Property rights, other than as expressly set forth herein and with respect to the software, in the HW-EULA. Some Content may be provided to You under a separate license, including an Open Source Software License. Your use of such software is subject in all cases to the applicable license from such software provider, which shall prevail with respect to that Content.
Feedback. You grant to Vidergy and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into Vidergy’s or its Affiliates’ Products, any feedback, suggestions, comments, or recommendations (“Feedback”) provided by You or Your End Users relating to the Products, and Vidergy shall be entitled to use such Feedback without restriction or payment of any fees.

XIII. Disclaimers.

A hardware warranty for Vidergy Units is set forth separately in Vidergy’s limited hardware warranty terms provided with each hardware Vidergy Unit.
DISCLAIMER OF WARRANTIES. THE PRODUCTS ARE PROVIDED “AS IS,” AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER VIDERGY, VIDERGY’S REPRESENTATIVES, OR THEIR AFFILIATES, SUPPLIERS, OR LICENSORS MAKE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND TO YOU OR ANY OTHER PARTY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO ANY PRODUCTS, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, ACCURACY, NON-INFRINGEMENT, OR SYSTEM INTEGRATION. ANY STATEMENTS OR REPRESENTATIONS ABOUT THE PRODUCTS AND ITS FEATURES OR FUNCTIONALITY, AND ANY COMMUNICATION WITH YOU, IS FOR INFORMATION PURPOSES ONLY, AND DOES NOT CONSTITUTE A WARRANTY OR REPRESENTATION. WITHOUT LIMITING THE FOREGOING, VIDERGY MAKES NO REPRESENTATION OR WARRANTY THAT THE PRODUCTS WILL: (I) MEET YOUR REQUIREMENTS; (II) BE UNINTERRUPTED, ERROR-FREE, ACCURATE, RELIABLE, OR COMPLETE; (III) BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE NOT EXPLICITLY SPECIFIED IN THE DOCUMENTATION; OR (IV) THAT VIDERGY OR ANY THIRD PARTY WILL RESOLVE ANY PARTICULAR SUPPORT REQUEST OR FIX ANY ERRORS OR THAT SUCH RESOLUTION WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.

XIV. Indemnification.

Indemnification By Vidergy. Vidergy shall defend You against any third-party claim, demand, suit, action, or proceeding (provided that such third party is not affiliated with You) brought against You alleging that Your use of the Products directly infringes a third-party’s patent, copyright, trademark, or trade secret and indemnify You against damages finally awarded against You by a court of competent jurisdiction or settlements entered into by Vidergy on Your behalf. As a condition to Vidergy’s obligation, You must:
1. promptly give Vidergy written notice of any claim;
2. give Vidergy sole control of the defense and settlement of such claim; and
3. provide Vidergy with all reasonable assistance, at Vidergy’s expense.

If Vidergy receives information about an infringement claim related to the Products, then Vidergy may, at its option and expense:

1. obtain the right or license for Your continued use of the Products in accordance with these CSA Terms;
2. modify the Products to make them non-infringing; or
3. terminate the applicable Product upon written notice to You.

Notwithstanding the foregoing, Vidergy shall have no responsibility for, and no obligation to defend or indemnify You for, any claim resulting or arising from:

1. Your Data, third party Content, or Open Source Software that is licensed to You under separate agreement;
2. modifications of the Products that were not performed by or on behalf of Vidergy;
3. the combination, operation, or use of the Products with hardware, software, services, or processes not provided by Vidergy;
4. Vidergy’s compliance with any of Your written specifications or directions, including the incorporation of any materials, processes, or third party products provided by or requested by You or on Your behalf;
5. use of non-current or unsupported versions of the Products;
6. Beta Products or Free Products; or
7. services You provide based on the Products.

This paragraph states Vidergy’s sole obligation and exclusive liability and Your sole remedy for any third-party claims of infringement of any Intellectual Property or proprietary right.

Indemnification By You. You will defend Vidergy from and against any claim, demand, action suit, proceeding, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to any third-party claim concerning:
1. Your or any End Users’ use of the Products (including any activities under Your account and use by Your Representatives or End Users) in a manner not expressly authorized by these CSA Terms or that violates applicable law;

1. Your breach of this CSA;
2. Your Data or the combination of Your Data with other applications, content or processes; or
3. A dispute between You and any Power Consumer and/or Power Requestor.

You will indemnify Vidergy against all damages finally awarded against Vidergy (or the amount of any settlement entered into by You) with respect to such Claims. Your duty to indemnify and defend under this paragraph is contingent upon:

1. You receiving prompt written notice of the third-party claim or action for which You must indemnify Vidergy (but Vidergy’s failure to promptly notify will only affect Your obligation to the extent that such failure prejudices Your ability to defend the claim);
2. You having the right to solely control the defense and resolution of such claim or action (except that You may not settle any claim against Vidergy unless it unconditionally releases Vidergy of all liability); and
3. (iii) Vidergy’s cooperation with You in defending and resolving such claim or action, at Your expense.

XV. Limitation of Liability.

1. UNDER NO CIRCUMSTANCES WILL VIDERGY OR ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, AGENTS, AFFILATES OR LICENSORS BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF MONEY, REVENUES, PROFITS, GOODWILL, USE, DATA, OTHER INTANGIBLE LOSSES OR COSTS OF SUBSTITUTE GOODS OR SERVICES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR OR YOUR AUTHORIZED USER’S USE OF THE PRODUCTS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE). IN ANY CASE THE AGGREGATE LIABILITY OF VIDERGY AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, AGENTS, AFFILIATES OR LICENSORS TO YOU OR TO ANY THIRD PARTY FOR ALL CLAIMS ARISING UNDER THESE CSA TERMS IS LIMITED TO YOUR ACTUAL DAMAGES UP TO THE FEES ACTUALLY PAID BY YOU TO VIDERGY FOR THE PRODUCTS GIVING RISE TO THE CLAIM IN THE THREE (3) MONTH PERIOD PRECEDING THE CLAIM. THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM.

XVI. Term; Termination; Suspension.

Subscription Term. These CSA Terms will commence on the date indicated on Your Product Order (“Effective Date”) and shall remain in full force and effect so long as You continue to access or use the Products, or until terminated in accordance with these CSA Terms. Annual subscription and/or licensing fees, if any have been agreed to, shall automatically renew on the annual anniversary of the Effective Date until You provide Vidergy with sixty (60) days prior written notice before the end of the then current subscription term of Your intention not to renew.
Suspension. Without limiting other remedies, Vidergy may suspend Your right, any End Users’ right, any Power Consumer’s right, and any Power Requestor’s right to access or use all or a part of the Products immediately upon notice to You if Vidergy determines, in its sole discretion, that:

1. You, an End User, a Power Consumer, or a Power Requestor has violated these CSA Terms or the AUP;
2. You, an End User, a Power Consumer, or a Power Requestor have engaged in any conduct that Vidergy believes is in violation of any applicable law or regulation or is otherwise harmful to Vidergy or a third-party;
3. Your use, an End User’s use, a Power Consumer’s use, or a Power Requestor’s use of the Products: (a) poses a security risk to the Products; (b) may adversely impact the Products; or

1. Provision of some or all of the Products is rendered impossible or impractical as a result of a legal requirement or judicial order.

Termination. You may discontinue Your use and access to the Products at any time for any reason by providing Vidergy written notice. Either party may terminate these CSA Terms for cause by providing written notice to the other party if: (i) the other party materially breaches these CSA Terms and does not cure such breach within thirty (30) days after receiving written notice of such breach (except with respect to a violation of the AUP in which case Vidergy may immediately suspend or terminate the Products); or (ii) the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefits of creditors.
Refund or Payment Upon Termination. If You terminate these CSA Terms for cause, Vidergy will refund to You, if any, all prepaid fees covering the remainder of the then current subscription term after the date of termination for the Units subject to such termination. If these CSA Terms are terminated by You without cause, You shall not be entitled to any refund. In the event You terminate the Products with respect to some but not all of the corresponding Units, access to the Products and any accompanying software license shall cease with respect to the corresponding Units. If these CSA Terms are terminated by Vidergy for cause, You will pay any unpaid fees, if any, covering the remainder of the then current subscription term of all Product Orders. In no event will termination relieve You of Your obligation to pay all fees owing to Vidergy, if any, for the period prior to the effective date of termination.
Your Data Upon Termination. Upon Your written request made within thirty (30) days after the effective date of termination of these CSA Terms, Vidergy will make Your Data available for export or download, as applicable. Thereafter, Vidergy shall have no obligation to maintain or otherwise make Your Data available to You, and Vidergy shall have the option to delete or destroy all copies of Your Data in its possession to the extent legally permissible.
Vidergy’s Data Upon Termination. Upon Your written request made within thirty (30) days after the effective date of termination of these CSA Terms, You will return to Vidergy all Products and all other items in Your possession or control that are proprietary to Vidergy.
Survivability. Termination of these CSA Terms or Your use of the Products will not affect any rights or obligations of either party accruing up to termination nor any rights or obligations, which by their nature may survive termination, including, but not limited to, the sections of this CSA titled “Free Products,” “Beta Products,” “Fees,” “Proprietary Rights and Ownership,” “Confidentiality,” “Disclaimers,” “Indemnification, “Limitation of Liability,” “Refund or Payment Upon Termination,” “Your Data Upon Termination,” “Survivability,” “Jurisdiction,” and “General Provisions.”

XVII. Assignment and Subcontracting.

You shall not assign these CSA Terms, by operation of law or otherwise, in whole or in part, without the prior written consent of Vidergy (such consent not to be unreasonably withheld) except that You may assign this CSA pursuant to Your merger or consolidation with or into, or the purchase of Your outstanding stock by, any other entity; provided such other entity is not a competitor of Vidergy. Any assignment made or attempted in violation of this paragraph shall be void and of no effect.
Vidergy may subcontract the performance of the Products to third-parties. Any such subcontract shall not relieve Vidergy of its obligations under these CSA Terms.
With the express written permission of Vidergy (such permission not to be unreasonably withheld), You may subcontract distribution, network design, configuration, installation, removal, troubleshooting, managed services, monitoring, support, and disposal of the Products to third-parties. Any such subcontract shall not relieve You of Your obligations under these CSA Terms.

XVIII. No High Risk Use.

Vidergy Products and Vidergy Software are not fault-tolerant and are not designed, manufactured, or intended for use or resale in hazardous environments requiring fail-safe performance in which the failure of the Products or Software could lead to death, personal injury, or severe physical or environmental damage (“High Risk Activities”).
This CSA excludes any unauthorized High Risk Activities. Unless Vidergy gives its prior written consent and is consulted regarding the specific deployment, system set-up, and Software support plan, all use of the Products and Software in High Risk Activities is prohibited, and You shall indemnify, defend, and hold harmless Vidergy, its Affiliates, and their licensors from all losses, claims, damages, costs, attorneys’ fees, and other expenses relating to such High Risk Activities.

XIX. Governing Law; Waiver; Jurisdiction; Relationship of Parties.

Governing Law. These CSA Terms shall in all respects be governed by and interpreted under the laws of the State of Florida, U.S.A. (without regard to the conflicts of laws provisions thereof or the UN Convention on the International Sale of Goods and any rules of private international law or the conflict of laws that would lead to the application of any other laws) (“Governing Law”).
Waiver of Jury Trial. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this CSA or the CSA Terms herein.
Jurisdiction. The parties agree that any judicial proceeding to resolve claims relating to these CSA Terms or the Products will be brought in the U.S.A. in the courts of Florida, Palm Beach County, and city of West Palm Beach, or the U.S. District Court for the Southern District of Florida.
Relationship of the Parties. The parties are independent contractors. These CSA Terms do not create a partnership, joint venture, agency, fiduciary, or employment relationship between the parties.

XX. Arbitration.

1. All controversies, disputes, or claims arising out of Your use of the Vidergy Products, or any dispute arising out of these CSA Terms, including or concerning the interpretation, violation, invalidity, non- performance, or termination, which has not been amicably settled by the parties shall be submitted to final and binding arbitration. Neither party shall request the arbitrator or arbitrators to render, and the arbitrator or arbitrators shall have no power to render, any decision or award except as provided in this CSA. The arbitration award shall be final and binding on the parties and shall be enforced in accordance with its terms. In the course of such arbitration, this CSA shall be continuously performed except with respect to the part hereof which is the subject of, or which is directly and substantially affected by, the arbitration. Any monetary award shall be made payable in immediately available funds, in U.S. Dollars through a bank account selected by the recipient of such an award, free of any withholding tax or other deduction, with interest thereon from the date the award is granted to the date it is paid in full at the prime rate of interest as reported from time to time in the U.S. edition of the Wall Street Journal. The prevailing party to any arbitration conducted under this CSA shall be entitled to recover from the other party, as part of the arbitral award or order, its reasonable attorneys’ fee and costs and expenses of the arbitration and arbitrator or arbitrators.

1. If You are a resident of the U.S.A., the arbitration shall be performed by one arbitrator of Judicial Arbitration Mediation Services, Inc. (“JAMS”), subject to the U.S. Federal Arbitration Act and federal arbitration law, and according to the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”) that are in effect at the commencement of the most current subscription term, if any, or at the Effective Date if there is no most current subscription term, wherein the one arbitrator is to be appointed in accordance with JAMS Rules. The arbitration proceeding shall take place in the State of Florida and shall be governed by the laws of the State of Florida in accordance with the Governing Law.
2. If you are not a resident of the U.S.A., the arbitration shall be performed under the rules of the International Chamber of Commerce (“ICC Rules”) that are in effect at the commencement of the most current subscription term, if any, or at the Effective Date if there is no most current subscription term. The place for arbitration shall be Washington D.C. The arbitration shall be conducted in the English language by three arbitrators. Each party shall be entitled to designate one arbitrator. The claimant shall nominate its arbitrator in its written request for arbitration and the respondent shall nominate its arbitrator within twenty (20) days of receipt of the claimant’s written request for arbitration. The third arbitrator shall be designated in accordance with the ICC Rules. In the event either party fails to appoint an arbitrator, the ICC Rules in relation to appointment of arbitrators shall apply. In any such arbitration proceeding, any legal proceeding to enforce any arbitration award, and any other legal action between the parties pursuant to or relating to this CSA or the CSA Terms herein, the parties expressly waive the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state.

Enforcement. The decision of the appointed arbitrator is final and binding. You agree that any suit, action, or proceeding required to enforce any arbitration award rendered pursuant to this binding arbitration shall be brought in the courts of Florida, U.S.A. and You irrevocably submit to the jurisdiction of such courts for the purpose of any such suit, action, proceeding, or judgment.
Vidergy will not charge late interest or suspend Paid-For Products defined in Section IV (“Fees”) if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. You agree that Your purchase of the Paid-For Products is not contingent on the delivery of any future functionality or features.

XXI. General Provisions.

1. Import and Export Compliance. In connection with these CSA Terms, each party will comply with all applicable import, re-import, export, and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, You are solely responsible for compliance related to the manner in which You choose to use the Products, including Your transfer and processing of Your Data, the provision of Your Data to other Persons, and the region in which any of the foregoing occur.

U.S. Government Rights. The Products are provided to the U.S. Government as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data” with the same rights and restrictions generally applicable to the Products. If You are using the Products on behalf of the U.S. Government and these CSA Terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, You will immediately discontinue Your use of the Products. The terms “commercial item” “commercial computer software,” “commercial computer software documentation,” and “technical data” are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement.
Force Majeure. Except for payment obligations, neither party will be responsible for failure of performance due to a force majeure event.
No Third-Party Beneficiaries. This CSA does not create any third-party beneficiary rights in any individual or entity that is not a party to these CSA Terms.
No Waivers. The failure by Vidergy to enforce any provision of these CSA Terms will not constitute a present or future waiver of such provision nor limit Vidergy’s right to enforce such provision at a later time. All waivers by Vidergy must be in writing to be effective.
Severability. If any portion of these CSA Terms is held to be invalid or unenforceable, the remaining portions of these CSA Terms will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect the intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from these CSA Terms, and the rest of the CSA Terms will remain in full force and effect.
Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to Your use, Your Affiliate’s use, or Power Consumer’s or Power Requestor’s use of the Products or these CSA Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Binding. This CSA shall be binding on, and shall inure to, the benefit of the heirs, successors, and assigns of the parties hereto. No modification to this CSA is binding, unless in writing and signed by a duly authorized representative of each party.
Modification. You acknowledge that this CSA may be amended, modified, or supplemented by Vidergy in good faith. Should You object to any such amendment, modification, or supplement, You may immediately discontinue Your use of the Products, and upon written notice to Vidergy, terminate any pending Product Orders, and terminate these CSA Terms in accordance with Section XVI (“Term; Termination; Suspension”) of this CSA.
Entire Agreement. This CSA (including all Exhibits referenced herein) constitutes the entire integrated agreement between You and Vidergy with respect to the subject matter hereof. This CSA supersedes any and all other agreements, understandings, negotiations, or discussions, either oral or in writing, express or implied, concerning the subject matter of this CSA. Both You and Vidergy acknowledge that no representations, inducements, promises, agreements, or warranties, oral or otherwise, concerning settlement of this CSA have been made by any other party, or anyone acting on behalf of any other party, which are not embodied in either this CSA or the agreements attached as exhibits hereto.
Notice. Any and all notices, requests, instructions, and other communications required or permitted to be given under this CSA after the date hereof by any party hereto to any other party may be delivered personally or by nationally recognized overnight courier service or sent by government-run or otherwise government-sponsored mail or by electronic mail (email), at the respective addresses or transmission numbers set forth below and shall be effective: (a) in the use of personal delivery, or email (unless the sender receives a delivery failure notice), on the same Business Day as delivered or sent;

(b) in the case of mail, upon the earlier of actual receipt or three (3) Business Days after deposit in the United States Postal Service, first class certified, or registered mail, postage prepaid, return receipt requested; and (c) in the case of nationally recognized overnight courier service, one (1) Business Day after delivery to such courier service together with all appropriate fees or charges for such delivery. The parties may change their respective addresses and transmission numbers by written notice to all other parties, sent as provided in this paragraph. All communications must be in writing and addressed as follows:

If to Vidergy:

Vidergy Networks LLC

9150 Belvedere Rd. Royal Palm Beach FL 33411 Attention: Legal

Email: legal@vidergy.com

If to You:

You or the entity on whose behalf you accepted these CSA Terms as evidenced by the name, address, electronic mail address, telephone contact information, and/or any other information used by You to create Your Account under Section II.3 (“Your Account”) of this CSA or by other written notice You have provided to Us.

DASHBOARD END USER LICENSE AGREEMENT

This Dashboard End User License Agreement (“DASHBOARD EULA” or “DB-EULA”), including all of the condition, restrictions, and requirements stated herein, which together form Vidergy’s dashboard terms of use (“Terms”), are entered into between Vidergy and You. These Terms contain the terms, restrictions, and conditions that govern Your access to and use of the Software, including the Vidergy Dashboard but not the Vidergy website.

The Terms of this DB-EULA govern Your access and use of the Software, including the Vidergy Dashboard, but not the Vidergy website. This DB-EULA shall become effective (the “Effective Date”) when You use or facilitate such use of the Software.

You represent that You are lawfully able to enter into contracts and, if You are entering into these Terms on behalf of another Person, You represent that You have the right, authority, and capacity to bind such Person and its Affiliates. You represent that you are of sufficient legal age in your jurisdiction or residence to use or access the Software and to enter into this DB-EULA. If you do not agree with any of the provisions of these terms, you should cease accessing or using the Software, including the Vidergy Dashboard.

The Terms of this DB-EULA govern the data collected by the Software, data generated by the Software, and the data communications to and from the Software. This DB-EULA gives You specific legal rights, and You may also have other legal rights in addition, which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under this DB-EULA will not apply to the extent prohibited by applicable law. Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages or other rights, so those provisions of this DB-EULA may not apply to You.

The Terms of this DB-EULA do not govern Your access and use of the Vidergy commercial website at https://vidergy.com. The Vidergy commercial website is covered by its own, different end user license agreement. Your use of: (a) Vidergy Hardware; (b) the website or websites located at https://vidergy.com and including any sub-domains (each, a “Site”); (c) services through a Site, along with any updates thereto (“Site Services”); and (d) certain software that may be downloaded to Your computing device for use with the Site, along with any updates thereto (“Computing Platform Software”), is not governed by the Terms of this DB-EULA.

THIS IS A LEGAL AGREEMENT. BY ACCESSING AND USING THE SOFTWARE, INCLUDING THE VIDERGY DASHBOARD, YOU ARE ACCEPTING AND AGREEING TO THIS DB-EULA ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT.

AS DESCRIBED HEREIN, YOU ARE CONSENTING TO AUTOMATIC SOFTWARE UPDATE OF HE SOFTWARE. IF YOU DO NOT AGREE, YOU SHOULD NOT USE THE SOFTWARE. AS DESCRIBED HEREIN, SECTION XVIII (“NO HIGH RISK USE”) DESCRIBES IMPORTANT LIMITATIONS OF THE SOFTWARE, INCLUDING THE VIDERGY DASHBOARD, AND RELATED SERVICES, ESPECIALLY IN CONNECTION WITH LIFE SAFETY AND CRITICAL USES. PLEASE READ THESE DISCLOSURES CAREFULLY, AS YOU ARE ACKNOWLEDGING THEM AND ACCEPTING THEM.

IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS DB-EULA, YOU MAY NOT USE THE SOFTWARE, INCLUDING THE VIDERGY DASHBOARD, AND YOU SHALL PROMPTLY DISCONTINUE ALL USE OF THE SOFTWARE, INCLUDING THE VIDERGY DASHBOARD. IF YOU CHOOSE TO DO SO, YOU MAY ALSO PROMPTLY RETURN ANY OR ALL VIDERGY HARDWARE TO VIDERGY BY CONTACTING VIDERGY AS IDENTIFIED HEREIN.

Definitions.
1. “Activation Certificate” means a physical or digital document associated with the Software that may provide, among other things, Your Software Activation Key and specific information regarding the License Type and License Term.
2. “Activation Key” means an alphanumeric code that enables You to activate and use the Software.
3. “Addendum/Addenda” means one or more addenda referencing or otherwise associated with this DB-EULA and providing specific terms applicable to a particular piece of Software or Cloud Service.
4. “Affiliates” means any entity, now or hereafter existing, that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the subject entity. “Control,” for the purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interest in the subject entity.
5. “Authorized Users” means individuals You authorize or otherwise permit to access or use the Software, including Your independent contractors and employees.
6. “Availability Requirement” is ninety-five percent (95%), which is the percent of the time during each month during a relevant License Term that the Cloud Services will be available to You and Your Permitted Users, excluding any period of Permitted Unavailability.
7. “Beta Software” means a preproduction release of the Software, which Vidergy may provide to You at its discretion and at Your acceptance.
8. “Capacity” means a specific licensed size criteria as described on an Activation Certificate and includes, among other measurements, equipment count, I/O count, platform counts, session count, tag counts, screen counts, Vidergy Hardware counts, and processor counts and/or other units of usage.
9. “Channel Partner” means a Person authorized by Vidergy to Resell Vidergy Hardware, Software, and services to Venue Partners.
10. “Client” means a Device running, accessing or utilizing, directly or indirectly, the Software on a Server.

“Cloud Services” means hosted Software, subscription services, cloud services, and related technology made available by Vidergy for access by You over the internet for, among other things, the management of data from Vidergy Hardware. The Vidergy Dashboard is implemented as Cloud Services Software.
“Complementary Software” means samples, utilities, plug-ins, user interface components and/or reports that are generally not included in a default Software installation or that may be provided in connection with your use of a Cloud Service, but are provided as an accommodation to You, without separate additional charge.
“Confidential Information” means: (i) the Software and Documentation; (ii) the technology, ideas, know-how, documentation, processes, algorithms, and trade secrets embodied in the Software; (iii) any software keys and/or other access information related to the Software; and

(vi) any other information in written or electronic media that is identified as “confidential,” “proprietary,” or with a similar legend at the time of such disclosure, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation product plans and designs, pricing, marketing and sales information, business plans and processes, customer and supplier data, financial, technology and technical information, “know-how,” trade secrets, information relating to patents, patent applications, works of authorship, prototypes, ideas, techniques, inventions, processes, equipment, algorithms, software programs, software source documents, research, experimental work, development, procurement requirements, purchasing, manufacturing, customer lists, business forecasts and other information, whether such information is in written, oral, electronic, web-based, or other form. Confidential Information does not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to Vidergy; (ii) was known by You prior to its disclosure without breach of any obligation You owe to Vidergy; or (iii) is received from a third party without breach of any obligation owed to Vidergy.

“Designated Location” means a physical site where Vidergy Hardware and/or application Software is owned and operated by You, which physical site is designated by Vidergy in an Activation Certificate or other agreement between You and Us.
“Device” means any physical or virtual environment, node, server, computer, or other digital workstation, electronic, cellular, or computing equipment that runs, accesses, or utilizes the services of the Software.
“Documentation” means the then-current electronic and non-electronic documentation regarding the Software that is generally provided or made available to You by Vidergy, and which may include developer guides, getting started guides, user guides, quick reference guides, end user manuals, operation instructions, installation guides, release notes, on-line help files, and other technical and operations manuals, specifications, and writings for the Software, including the Vidergy Dashboard, as such documentation may be updated by Us from time to time.
“End User” is the Venue Partner that: (i) provides access to Vidergy Hardware and/or Vidergy services in a Venue for interactive use by Power Requestors and/or Power Consumers; and (ii) is authorized as a Venue Partner by Vidergy.
“Feature” means any add-on functionality and/or libraries Vidergy adds to the Software, which functionality and/or libraries may at Vidergy’s sole discretion be available to You or restricted from You.

“License Term” means the time duration of the Software license as specified in: (i) the Activation Certificate; (ii) Your selection of term during an ordering process; (iii) Vidergy’s sole discretion for Software accessed via a Guest or User License; or (iv) a term as agreed between You and Us.
“License Type” means, for locally installed or operated Software, user, Server, Capacity Based or Named Software or subscription license and, for Cloud Services, access on a subscription basis. The License Types may be used individually or in combination with other License Types.
1. “Capability License” means a usage license required for each Feature that runs, accesses, or utilizes, directly or indirectly, the Software.
2. “Capacity Based License” means a license to use the Software based upon any Capacity or Capacities.
3. “Cloud Services License” means a license to access Cloud Services.
4. “Concurrent License” means a license to use the Software by You and a specified number of Your Permitted Users, provided the number of users accessing or using the Software at the same time do not exceed the number of valid software activations You have been provided.
5. “Device License” means a license to use the Software on any Device that hosts Software that can be run, accessed, or used by another Device.
6. “Guest License” and “User License” mean a license to use the Software by as a guest of Vidergy at any location and any time, which license may be enhanced, restricted, or terminated by Vidergy at any time, with or without notice.
7. “Named License” means a license to use the Software only by the identified natural person.
8. “Site License” means a license to use the Software by an unlimited number of Your

Permitted Users at a Designated Location.

“Permitted Unavailability” means time excluded from a calculation of Vidergy’s Availability Requirement, the Availability Requirement being a percentage of time that Vidergy’s Cloud Services be available. Permitted Unavailability includes, but is not limited to, Planned Outages and any unavailability due to causes beyond Vidergy’s reasonable control, including, without limitation: (i) any software, hardware, or telecommunication failures; (ii) interruption or failure of telecommunication or digital transmission links; (iii) internet slow-downs or failures; (iv) failures or default of third-party software, vendors, or products; and (v) unavailability resulting from Your actions or inactions or a failure of Your communications link or systems.
“Permitted User” means an Authorized User or other individual who is authorized by You to use the Software, such use to be solely in accordance with the Terms of this DB-EULA, including any applicable Addenda. Permitted Users are limited to Your employees, consultants, subcontractors, suppliers, business partners, and customers who: (i) are not direct competitors of Vidergy with regard to Vidergy Hardware and/or Software; (ii) are not employed by competitors of Vidergy with regard to Vidergy Hardware and/or Software; and (iii) are directly involved in the utilization of the Software solely in support of Your internal business purposes.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, association or other entity, or a governmental authority.
“Planned Outages” means any period of time during which Vidergy conducts systems maintenance and any instances requiring emergency maintenance.
“Power Consumer” is the Person who’s device receives power via a hardware product provided by Vidergy such as, but not limited to, a Vidergy Duplex outlet
“Power Requestor” is the Person who’s smart device: (i) engages with a Vidergy service; and

(ii) receives advertising or performs one or more other actions to cause an enablement of power for a limited duration of time at a hardware product provided by Vidergy such as, but not limited to, a Vidergy Duplex outlet.

“Representative” means a Person or a Person’s Affiliates’ shareholders, legal members, officers, directors, partners, associates, staff, employees, independent contractors, attorneys, accountants, advisors, agents, and/or any other party acting on behalf of the Person or its Affiliate.
Resale” or “Resell” includes any of the following: (i) sales to an End User; (ii) delivery to an End User; (iii) installation in a Venue; or (iv) other dispositions of Vidergy Hardware or Software authorized by Vidergy, in exchange for monetary or non-monetary consideration, the sufficiency of which is acknowledged by the Parties or parties in privity, and, as the case may be:
1. transfer of title (or, for Software, a license conferring the right to use the Software, and, for services, the entitlement to receive such services) to the End User of such Vidergy Hardware or Software; or
2. transfer of title (or, for Software, a license conferring the right to use the Software, and, for services, the entitlement to receive such services) to an intermediary where the Vidergy Hardware or Software is or will be used by an unaffiliated Power Requestor and/or Power Consumer. Examples of such intermediaries include, but are not limited to, a financial intermediary such as a leasing company, even if such leasing company is affiliated with the Channel Partner, a service provider such as a vendor in an establishment of public accommodation, and the like.
“Reseller/OEM/Channel Partner Product” means a product into which a system integrator, original equipment manufacturer, or Channel Partner has integrated the Software.
“Server” means any Device that hosts Software and can be run, accessed, or used by another Device.
“Software” includes any of the following: Vidergy’s computer software, programs, technology, Cloud Services, services, dashboard software, Beta Software, Complementary Software, Trial Software, firmware and associated media and any updates, upgrades, or enhancements thereto, or portions thereof. In this DB-EULA, Software expressly excludes the firmware operating on Vidergy’s Hardware and the software that implements Vidergy’s public-facing commercial website accessible at https://vidergy.com.
“Support Services” means support and maintenance services, including updates, upgrades, or enhancements to the Software, as described in Vidergy’s then current maintenance and support program.
“Third-Party Software” means third-party software furnished with or as part of the Software.
“Trial Software” Software, including Cloud Services, provided on a limited trial basis, without charge.
“Us” and “Our” means Vidergy.
“Venue” means any physical place authorized by Vidergy to host at least one piece of Vidergy Hardware.
“Venue Partner” means any Person who controls a Venue wherein “control” with respect to a Venue shall mean the Person having or otherwise claiming or exhibiting legal authority to permit, install, or direct the installation of Vidergy Hardware.
“Vidergy” means Vidergy Networks LLC and its subsidiaries and Affiliates, Vidergy Networks LLC being a Florida Limited Liability Company having a principal address at 9150 Belvedere Rd. #106, Royal Palm Beach, FL 33411, U.S.A.
“Vidergy Dashboard” means some or all of the Software, which is colloquially referred to as the “Vidergy Dashboard,” and which Software is accessible via the Internet at https://vidergy.net in combination with access information (e.g., user account information, password information, security key information, and the like) that is defined by Vidergy.
“Vidergy Hardware” means one or more physical products, articles, objects, devices, tools, apparatus, systems, and the like provided by or on behalf of Vidergy. A non-exhaustive list of Vidergy’s Hardware includes Vidergy outlets, Vidergy gateways, and other Vidergy network-connected switching products. For the avoidance of doubt, Vidergy Hardware in this DB-EULA excludes firmware, software, advertising, and data.
“You” and “Your” means you who are accepting the Terms of this DB-EULA or the Person on whose behalf you accept these Terms. Where the terms “You” or “Your” are used in this DB-EULA, they shall be deemed to include Your Authorized Users and Your Permitted Users regardless of whether either of those terms is specifically referenced.
“Your Data” means data or other information You or Your Permitted Users input into the Software, including the Cloud Services.

License.
1. The rights granted to You with respect to the Software are based on the License Type and the License Term. The License Type and the License Term are for some licenses detailed in Vidergy’s Activation Certificate supplied to You at the time of Your purchase confirmation or acceptance of Terms confirmation. In addition, certain Software is provided subject to specific Addenda with modified and additional terms. Your use of that Software will indicate Your acceptance of those Addenda. In the event of a conflict between the Addenda and this DB-EULA, the Addenda will govern with regard to the relevant Software.
2. Subject to Your compliance with all the terms and conditions of this DB-EULA, Your timely payment of applicable license or subscription fees, if any, and Your compliance with the activation process, if applicable, Vidergy and its third party licensors grant You a limited, personal, nontransferable, non-exclusive license during the License Term to download, install, and/or use the Software and Documentation for Your own internal business purposes on a specific Device, if specified, and at the Designated Location, if specified, pursuant to the License Type or License Types that You purchased or otherwise received with Vidergy’s written permission. You are responsible for ensuring Your Permitted Users comply with the Terms of this DB-EULA and any failure to comply with the Terms will constitute a breach by You. Any use of the Software by Your Permitted Users shall be solely for Your internal business purposes and for no other Person or personal use.

If You are a system integrator, original equipment manufacturer, or Channel Partner and You have integrated the Software or access to the Software into a Reseller/OEM/Channel Partner Product for purposes of resale or distribution to Your End User, You may assign the Software to Your End User upon their acceptance of this DB-EULA and Your completion of the Software transfer registration notice at the website provided by Vidergy with the Activation Certificate.
If You are an End User receiving a Reseller/OEM/Channel Partner Product, You acknowledge and You agree that: (i) You have accepted and are bound by this DB-EULA;

(ii) the system integrator, original equipment manufacturer, or Channel Partner is not authorized to modify or amend this DB-EULA or to offer any warranties or representations regarding the Software; (iii) Vidergy’s sole obligations with regard to the Software are as set forth in this DB-EULA; and (iv) You will look solely to the system integrator or original equipment manufacturer for any defects in the Reseller/OEM/Channel Partner Product, or incompatibilities with the Software.

If You use any third-party software not supplied or authorized by Vidergy, including open source software, in conjunction with any Software, You must ensure that such use does not require: (i) disclosure or distribution of any Software in source code form; (ii) licensing of any Software for the purpose of making derivative works; or (iii) redistribution of any Software at no charge. For the avoidance of doubt, You may not combine the Software with any software licensed under any version of or derivative for the GNU General Public License (“GPL”), Lesser or Library General Public License (“LGPL”), Affero General Public License (“AGPL”), or similar license in any manner that could cause, or could be interpreted or asserted to cause, the Software or any modification to the Software to become subject to the terms of that license.
Vidergy or its suppliers may make changes to the Software from time-to-time. If You have paid for the Software or if you have paid for a license to use the Software, Vidergy will use reasonable efforts to provide You with prior notice before removing any material feature or functionality, unless security, legal, or system performance considerations require an expedited removal or modification.

III. Restrictions.

Permitted Users.
1. You are responsible for ensuring your Permitted Users comply with all relevant Terms of this DB-EULA and all applicable Addenda. Any failure to comply will constitute a breach of this DB-EULA by You. Neither You nor any of Your Permitted Users will be deemed a third-party beneficiary hereunder.

Copy/Design Restrictions.
1. You may not copy the Software or Documentation except to the extent stated in this Section.
  1. If Vidergy has authorized You to download a copy of the Software, You may make a copy of the downloaded Software provided that any such copy is only for archival purposes to internally back up the Software.
  2. If Vidergy has authorized You to download a copy of the Software, You may make a copy of the Software for purposes of installation of the Software within Your organization provided You purchased licenses or otherwise received licenses with Vidergy’s permission for such Software copies.
  3. If Vidergy has authorized You to download a copy of the Software, You may copy the Software image with prior written consent by Vidergy provided you have purchased the required licenses or otherwise received the required licenses with Vidergy’s permission for such Software image copies.
  4. You will retain and reproduce all copyright or proprietary notices in their exact form on all copies (including partial copies) of the Software or Documentation made by You as permitted per this Section III.2.1 (“Copy/Design Restrictions”).
2. You may not reverse assemble, reverse engineer, decompile, translate or create derivative works based on the Software or Documentation, except and only to the extent that such restrictions may be permitted by applicable law. If You intend to undertake any of the foregoing as permitted by applicable law, You will give Vidergy advance notice and an opportunity to provide alternative means to address Your needs
3. You may not work around or bypass any technical restrictions or limitations in the Software. If You intend to undertake any of the foregoing as permitted by applicable law, You will give Vidergy advance notice and an opportunity to provide alternative means to address Your needs.
4. You may not use the Software for any illegal, harmful, or offensive use, or to transmit, store, display, host, distribute, or otherwise make available content that is or may be deemed harmful, offensive, hateful, defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable.
5. You may not commit or encourage fraudulent or other illegal activities in violation of any applicable law, regulation, government order or decree, legal agreement, or Vidergy published policies or specifications.
6. You may not knowingly infringe or misappropriate any copyright, trademark, or other Intellectual Property or proprietary rights of others.
7. You may not interfere with, disrupt, or attempt to gain unauthorized access to the Software, Cloud Services, servers, or networks connected to the Software, or disobey any requirements, procedures, policies, or regulations of networks connected to the Software.
8. You may not interfere with Vidergy’s right to monitor and investigate any violation of the Terms or any misuse of the Software by You or Your Permitted Users or any third- party.

2.9 You may not transmit any material that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, including adware, malware, spyware, software viruses, or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment.

Use Restrictions.
1. If You upgraded or updated the Software to a newer version of the Software, You may not transfer the prior edition or prior version, or access thereto, to any other Person unless such transfer is authorized in writing by Vidergy.
2. You may not remove, minimize, block, or modify any logs, trademarks, copyrights, brands, or other notices of Vidergy or its licensors that are included in the Software or Documentation.
3. You may not use the Software or Documentation to make Software training materials to be sold, licensed, used, or distributed, except for Your internal use of Documentation, which must be copied in its entirety, and screen captures of Your Software application. You are solely responsible and liable for any such training materials You produce.
4. Unless Vidergy expressly permits You to do so in writing, You may not provide, utilize, or commercially host the Software as an application service provider or the like for other third parties.
5. Except as expressly stated herein, You may not sublicense, rent, resell, lease, or transfer the Software without Vidergy’s prior written consent.
6. Unless Vidergy expressly permits You to do so in writing, You may not use the Software for benchmarking or other competitive purposes.
7. You may only use the Software at the Designated Location if a Designated Location has been specified.
8. You may only use the Software on the Designated Device if a Designated Device has been specified.
9. Unless Vidergy expressly permits You to do so in writing, You may not use the Software beyond the License Type or License Term You have purchased in your Activation Certificate or otherwise received with Vidergy’s written permission.
10. Unless Vidergy expressly permits You to do so in writing, the number of Permitted Users accessing or using the Software at the same time may not exceed the number of valid software activations You have purchased or otherwise received with Vidergy’s written permission.
11. You may download and use Software for a Vidergy product only if such product has been legitimately acquired directly from an authorized Vidergy source and does not have unauthorized modifications. You acknowledge that any unauthorized modifications to a Vidergy product may prevent such product and the Software from operating.
12. You may not use any Confidential Information to contest the validity of any intellectual property of Vidergy or its licensors.

Other Restrictions.
1. Unless Vidergy expressly permits You to do so in writing, You may not separate component parts of the Software for independent use.
2. You may not use hardware, software, or programming techniques to pool connections, reroute information, or reduce the number of required licenses that directly access or use the Software. All other downloads and use of the Software is strictly prohibited. For example, if You have acquired a Vidergy product from an unauthorized source, such as, but not limited to, an unauthorized reseller, You are not permitted to download any materials, including Software and firmware updates, and any use of such materials is prohibited.
3. Unless Vidergy expressly permits You to do so in writing, You may not use any tool, utilities, programming techniques, or command lines to provide enhanced interfacing to the Software beyond authorized Vidergy available interfaces.
4. You are not granted a license to use any automation interface or other programmatic interfaces contained within the Software in conjunction with any third-party software not authorized by Vidergy in writing, including, but not limited to, change management systems.
5. Unless Vidergy expressly permits You to do so in writing, Any application created by use of the Software is prohibited from being translated into instructions that run on third- party Software or hardware platforms.
6. Unless Vidergy expressly permits You to do so in writing, You may only install the Software for use with one architecture and one operating system at any given time.

IV. Academic Use.

1. If this Software was purchased or otherwise received with Vidergy’s written permission for academic or research use by an educational institution, it may be used for teaching and research purposes only. Commercial use of the Software is prohibited if the software was intended for educational use. Only the instructor/professor registered to the Software is eligible to contact Vidergy for technical support and product updates. You have the right to make copies of the Software solely for academic, teaching and research purposes.

Complementary Software; Beta Releases; Trial Software.
1. As an accommodation to You, Vidergy may provide You with access to Complementary Software for example purposes or to provide additional complementary features. The Complementary Software may be furnished with additional terms regarding its use, which terms You must accept, if any, to use that Complementary Software. Use of the Complementary Software is in your discretion. You may modify and create derivative works of Complementary Software that is in the form of samples or reusable application code, but solely for use in connection with the Software with which the Complementary Software was provided.

As an accommodation to You, Vidergy may provide You with access to Beta (e.g., preproduction) Software to preview new functionality and capabilities. The Beta Software may be furnished with additional terms regarding its use, which terms You must accept, if any, to use that Beta Software. Use of the Beta Software is in your discretion.
As an accommodation to You, Vidergy may provide You with access to Trial Software to test and evaluate. The Trial Software may be furnished with additional terms regarding its use, which terms You must accept, if any, to use that Trial Software. Use of the Trial Software is in your discretion. Unless otherwise permitted by Vidergy, You may use the Trial Software for a period of thirty (30) days from the date the Trial Software is first made available to you.
Vidergy disclaims all liability and warranties with regard to the Complementary Software, Beta Software, and Trial Software, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement.
All use of Complementary Software, Beta Software, and Trial Software provided by Vidergy under this Section V (“Complementary Software, Beta Releases, and Trial Software”) will be at Your sole risk and liability. Your sole and exclusive remedy and our sole and exclusive liability with regard to the Complementary Software, Beta Software, and Trial Software under this Section V will be for You to cease use of the Software. You waive all claims, now known or later discovered, against Vidergy with regard to Complementary Software, Beta Software, and Trial Software.
All use of the Complementary Software, Beta Software, and Trial Software will be subject to the terms of this DB-EULA relating to the Software, except that all Complementary Software, Beta Software, and Trial Software is provided “as-is” and technical support for, and future enhancement of, such Software is not guaranteed nor included as part of Vidergy’s standard software support services.

VI. Third-Party Software and/or Services.

1. The Software may incorporate, embed, comprise, or be bundled with Third-Party Software or services which require You to accept and be bound by notices and/or additional terms and conditions. Such required third-party notices and/or additional terms and conditions are identified in the help or about screens and license.txt or readme text files, if any, of the

Third-Party Software or Software or identified as part of the Cloud Services and are made a part of and incorporated by reference into this DB-EULA, or as provided in on a website identified by Vidergy. By accepting this DB-EULA, and by downloading or otherwise accessing and using the Third-Party Software, You agree to review such terms and conditions set forth therein, if any, and Your use of the Third-Party Software and Software will be deemed to be Your acceptance thereof. You are responsible for periodically visiting the website identified by Vidergy to review any and new or modified third-party terms and conditions. Continued use of the Third-Party Software and Software will be deemed Your acceptance of those terms.

VII. Support Services.

1. If fees are paid for Software, then Support Services are included in the applicable fees for the Software. Support Services for locally installed Software are subject to Your payment of applicable annual support fees. Vidergy may choose to offer one software support service or multiple software support services. For more information contact your local distributor or Vidergy Representative or seek information on one or more Vidergy websites.

VIII. Automatic Software Updates.

1. Vidergy may from time to time develop patches, bug fixes, updates, upgrades, and other modifications to improve the performance of the Software and related services (“Updates”). These Updates may be automatically installed without providing any additional notice or receiving any additional consent. You consent to these automatic Updates. If You do not want such Updates, Your remedy is to stop using the Software. If You do not cease using the Software, You will receive Updates automatically. You acknowledge that You may be required to install Updates to use the Software and You agree to promptly install any Updates Vidergy provides. Your continued use of the Software is Your consent to these Updates.

IX. Data Rights.

Your Data.
1. You grant Vidergy a non-exclusive, world-wide, royalty-free license to use Your Data for purposes of performing this DB-EULA and in the performance of sales and services by Vidergy and its Affiliates including, but not limited to, quality, safety, energy, security, analytics, software updates, product and service diagnostics and prognostics, support, and reporting, and to improve Our products and services and to facilitate or improve Your use of the products and services including the Software.
2. Your Data may include Your customer’s or other third-party Data you make available to the Software, including the Cloud Services. You are responsible for obtaining all rights, permissions, licenses, and authorizations to provide Your Data for use as contemplated under this DB-EULA.
3. Except for the limited license provided herein, You retain all rights, title, and interest in Your Data.
Software and Documentation.
1. Vidergy’s Software and Documentation are protected by copyright and other intellectual property laws and treaties.
2. Vidergy or its licensors retain the title, copyright, and other intellectual property rights in the Software and Documentation, including permitted copies.
3. You do not acquire any rights, express or implied, other than the limited license granted in this DB-EULA.

1. The Software and Documentation are licensed, not sold.
2. Nothing in this DB-EULA constitutes a waiver of Our rights under U.S. or international copyright law or any other law.

Feedback.
1. You may provide Vidergy with suggestions, comments, or other feedback with respect to the Software.
2. Your feedback is voluntary.
3. Vidergy may use Your feedback for any purpose, including improvement of the Software, without obligation or restriction of any kind.
Equitable Relief.
1. You are responsible for ensuring your Permitted Users comply with all relevant Terms of this DB-EULA and all applicable Addenda.
2. Any failure to comply will constitute a breach of this DB-EULA by You. No Permitted User will be deemed a third-party beneficiary hereunder.

Fees and Taxes, If Any.
1. If Vidergy charges any monies for Software, Cloud Services, enhanced support, enhanced features, enhanced Documentation, warranty, or any other product or service, and if You agree to receive such paid-for Software, Cloud Services, enhanced support, enhanced features, enhanced Documentation, warranty, or any other product or service, then You will pay Vidergy the applicable and agreed on fees according to Vidergy’s then current payment terms or as otherwise specifically agreed upon by You and Us.
2. Except as expressly provided in this DB-EULA or an Addendum, all fees will be non- refundable and non-cancellable.
3. With respect to fees and taxes under this Section X (“Fees and Taxes, If Any”), You agree to pay, indemnify, and hold Vidergy harmless from any sales, use, transfer, privilege, tariffs, excise, and all other taxes and all duties, whether international, national, state, or local, however designated, which are levied or imposed by reason of Your receipt of the licenses to the Software or use of the Cloud Services; excluding, however, income taxes on profits which may be levied against Vidergy.
4. Payments not made within the time required will be subject to late charges equal to the lesser of: (i) one and one-half percent (1.5%) per month of the overdue amount; or (ii) the maximum amount permitted under applicable law.
5. Unless agreed otherwise by You and Us in writing, agreed upon fees applicable during any Renewal Term will be at Vidergy’s then current generally applicable rates.

XI. Term and Termination.

1. Initial and Renewal Term.

1. This DB-EULA takes effect upon Your download, installation, copying, access, or otherwise use the Software or Cloud Service.
2. This DE-EULA shall remain effective through the License Term (the “Initial Term”), unless earlier terminated as provided in this DB-EULA. Following the Initial Term, the License Term for each item of Software or Cloud Service will automatically renew for periods equal to the Initial Term (each, a “Renewal Term”), unless You give notice to Us or We give notice to You of an intent not to renew the license(s) granted under this DB-EULA, said notice sent and received at least thirty (30) days prior to expiration of the then pending term.
3. The License Term refers to the Initial Term and any renewal terms under this Section XI (“Term and Termination”).

Termination.
1. You may terminate this DB-EULA at any time by ceasing all use of the Software and returning to Vidergy, or destroying at Vidergy’s direction, all copies of the Software and Documentation in Your possession.
2. This DB-EULA will also automatically terminate if You fail to comply with any term or condition of this DB-EULA.
3. If the Software has been licensed to You as part of a subscription service or limited License Term, this DB-EULA shall terminate after the period of the subscription or Licensed Term has lapsed.
4. Termination of this DB-EULA will automatically terminate all licenses granted herein.
5. The protections in this DB-EULA relating to intellectual property protection, confidentiality, disclaimers, and liability limitations shall survive any termination or expiration of this DB-EULA.
6. Any termination or expiration of this Agreement will not relieve you of Your payment obligations, if any, through the end of the then pending License Term. However, in the event of termination for breach by Vidergy or pursuant to Section XIV (“Limited Warranties”), Section XV (“Limitation of Remedies”), or Section XVI (“Indemnification for Infringement”), Vidergy will refund to You the unused prorated portion of any prepaid fees, and this refund will constitute Your sole and exclusive remedy and Vidergy’s sole and exclusive liability.

XII. Ownership.

1. The Vidergy Dashboard and all worldwide copyrights, trade secrets, and other Intellectual Property rights therein are the exclusive property of Vidergy and its licensors. Vidergy and its licensors reserve all rights in and to the Vidergy Dashboard not expressly granted to You in this DB-EULA. The Vidergy Dashboard (and all copies thereof) is licensed to You, not sold, under this DB-EULA. There are no implied licenses in this DB-EULA. All suggestions or feedback provided by You to Vidergy with respect to the Vidergy Dashboard shall be Vidergy’s property. Vidergy may use, copy, modify, publish, or redistribute the feedback and its contents for any purpose and in any way without any compensation or any other additional consideration to You. You also agree that Vidergy does not waive any rights to use similar or related ideas previously known to Vidergy, developed by its employees, or obtained from other sources.

XIII. General.

This DB-EULA and any Addenda to this DB-EULA that accompanies the Software is the complete and exclusive agreement between Vidergy and You, and supersede all prior agreements, whether written or oral, relating to the Software provided and the Documentation.
No additional or different terms in any purchase order or other similar document furnished by You will be binding on Vidergy and all such terms are deemed rejected.
This DB-EULA may not be changed or modified except by an instrument in writing signed by a duly authorized Representative of Vidergy.
If for any reason a court of competent jurisdiction finds any provision of this DB-EULA or portion thereof, to be unenforceable, that provision of the DB-EULA shall be enforced to the maximum extent permissible so as to affect the intent of You and Us, and the remainder of this DB-EULA shall continue in full force and effect.
You and Vidergy acknowledge that the DB-EULA is drafted in English, and in the event of a conflict between the English version and any other version that the DB-EULA is translated into, the English version shall prevail.

XIV. Limited Warranties.

Software that is provided to you free of any charge by Vidergy have no warranty.
Software that you pay Vidergy for is warranted for ninety (90) days after you first download, install, copy, access, or otherwise use that it will substantially conform with the Documentation supplied by Vidergy at the time of initial download, installation, copying, access, or otherwise use of the Software. Vidergy will use commercially reasonable efforts designed to identify and remove any bugs, viruses, or other similar intentionally or unintentionally harmful code from the Software prior to delivery to You. The foregoing warranties shall be void if You attempt to modify the Software in any way or use the Software in breach of this DB-EULA.
Vidergy makes no representation or warranty, express or implied, that the operation of the Software will be uninterrupted or error free, or that the functions contained in the Software will meet or satisfy Your intended use or requirements; You assume complete responsibility for decisions made or actions taken based on information obtained using the Software. In addition, due to the continual development of new techniques for intruding upon and attacking networks, Vidergy does not warrant that the Software or any equipment, system, or network on which the Software is used will be free of vulnerability to intrusion or attack. Following the warranty period, above, Support Services, if offered by Vidergy and purchased by You, will apply to address covered issues in the Software.
In the event of any breach of a warranty in this Section XIV (“Limited Warranties”), Vidergy’s sole obligation, and Your sole remedy, shall be for Vidergy to use commercially reasonable efforts to: (i) fix or replace the Software so to conform to the warranties in this Section XIV; (ii) identify or make available a work-around or alternative approach that achieves substantially the same result or functionality; or, (iii) if Vidergy fails to resolve as described in (i) or (ii) herein, then Vidergy may terminate this DB-EULA with regard to the non-conforming Software and refund to You the prorated portion of any pre-paid fees for the non-conforming Software. In such event, your license to use the relevant Software will immediately terminate.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE LIMITED WARRANTIES IN THIS SECTION XIV (“LIMITED WARRANTIES”) ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND VIDERGY AND ITS LICENSORS DISCLAIM ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF TITLE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT (UCITA). NO ORAL OR WRITTEN INFORMATION, MARKETING OR PROMOTIONAL MATERIALS, OR ADVICE GIVEN BY VIDERGY OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE ANY ADDITIONAL WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF THE EXPRESS WARRANTIES PROVIDED IN THIS SECTION VI OR MODIFY VIDERGY’S OBLIGATIONS UNDER THIS DB-EULA.
THE SOFTWARE MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET OR BE USED IN CONNECTION WITH VIDERGY’S HARDWARE AND OTHER PRODUCTS THAT ARE CONNECTED TO THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT VIDERGY AND ITS LICENSORS DO NOT OPERATE OR CONTROL THE INTERNET AND THAT: (I) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (II) UNAUTHORIZED USERS (I.E., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE YOUR DATA, CONFIDENTIAL INFORMATION, WEBSITES, COMPUTERS, OR NETWORKS. VIDERGY AND ITS LICENSORS WILL NOT BE RESPONSIBLE FOR THOSE ACTIVITIES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE EXCLUSION HEREIN MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.

XV. Limitation of Remedies.

Vidergy’s entire liability and Your exclusive remedy for breach of the Limited Warranties shall be:
1. The correction of the Software or, with regard to locally installed Software, replacement of the Software not meeting the Limited Warranties specified herein, which is returned with proof of purchase during the warranty period; or If Vidergy is unable through reasonable efforts to correct the Software or deliver replacement Software which meets the Limited Warranties, You may terminate this DB- EULA in accordance with Section XI (“Term and Termination”), and Vidergy or its reseller shall refund the prorated portion of Your prepaid fees, if any.

XVI. Indemnification for Infringement.

Vidergy will pay costs and damages finally awarded in any suit against You by a third party to the extent based on a finding that the design of Software licensed hereunder to You by Vidergy infringes any patent, utility model, copyright, or trademark granted or registered in the country of Vidergy’s shipping destination to You, provided that You: (i) promptly inform Vidergy of the alleged infringement in writing; (ii) provide Vidergy the exclusive right to defend and settle the suit, at Vidergy’s expense; and (iii) provide all reasonable information and assistance requested for the defense.
Vidergy shall have no liability for any infringement that is based upon or arises out of (the “Excluded Claims”): (i) compliance with Your instructions, specifications, or designs; (ii) use of Software in Yours or a third-party’s process; (iii) combinations of the Software with other equipment, software, or materials, including Reseller/OEM/Channel Partner Products, not supplied or authorized by Vidergy; or (iv) Your failure to implement any update to the Software furnished by Vidergy.
In the event the Software is determined or believed by Vidergy to infringe the rights of a third party, Vidergy may, at its sole option and expense, elect to: (i) modify the Software so that it is non-infringing, (ii) replace the Software with non-infringing Software that is functionally equivalent or superior in performance, (iii) obtain a license for You to continue to use the Software as provided hereunder, or (iv) if none of the foregoing can be achieved despite the reasonable efforts of Vidergy, terminate the license for the infringing Software, and have You return or destroy such Software, and refund to You the license fees paid, if any, by You for such Software, prorated over sixty (60) months from the date of this DB- EULA on a straight-line basis.

XVII. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VIDERGY OR ITS THIRD-PARTY LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION OR DATA, FOR BUSINESS INTERRUPTION, FOR LOST SAVINGS, FOR LOSS OF BUSINESS, FOR LOSS OF PRIVACY, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THIS DB-EULA, THE SUPPORT SERVICES, OR THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF VIDERGY OR ITS RESELLER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF

LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

VIDERGY’S AND ITS THIRD-PARTY LICENSORS’ MAXIMUM CUMULATIVE LIABILITY RELATIVE TO ALL CLAIMS AND LIABILITIES, INCLUDING THAT WITH RESPECT TO DIRECT DAMAGES AND OBLIGATIONS UNDER ANY INDEMNITY, WHETHER OR NOT INSURED, WILL NOT EXCEED THE LICENSE FEES PAID OR $500.00 USD, WHICHEVER IS GREATER, FOR THE SOFTWARE GIVING RISE TO THE CLAIM OR LIABILITY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.
ALL OF THE DISCLAIMERS AND LIMITATIONS OF REMEDIES AND/OR LIABILITY THROUGHOUT THIS DB-EULA WILL APPLY REGARDLESS OF ANY OTHER CONTRARY PROVISION OF THIS DB-EULA OR ANY OTHER AGREEMENT BETWEEN YOU AND VIDERGY AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, AND FURTHER WILL EXTEND TO THE BENEFIT OF VIDERGY’S VENDORS, APPOINTED DISTRIBUTORS, AND OTHER AUTHORIZED RESELLERS AS THIRD-PARTY BENEFICIARIES.

XVIII. No High Risk Use.

The Software is not fault-tolerant and are not designed, manufactured, or intended for use or resale in hazardous environments requiring fail-safe performance in which the failure of the Software could lead to death, personal injury, or severe physical or environmental damage (“High Risk Activities”).
This DB-EULA excludes any unauthorized High Risk Activities. Unless Vidergy gives its prior written consent and is consulted regarding the specific deployment, system set-up, and Software support plan, all use of the Software in High Risk Activities is prohibited, and You shall indemnify, defend, and hold harmless Vidergy, its Affiliates, and their licensors from all losses, claims, damages, costs, attorneys’ fees, and other expenses relating to such High Risk Activities.

XIX. Government Restricted Rights.

If You are a branch or agency of the United States Government, the following provision applies.
1. The Software, Cloud Services, and Documentation are comprised of “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data” with the same rights and restrictions generally applicable to the products and as such is provided to the Government: (i) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (ii) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 and 227.7202-3. [60 FR 33482, June 28, 1995, as amended at 88 FR 17344, Mar. 22, 2023] and [60 FR 33482, June 28, 1995].

1. The terms “commercial item” “commercial computer software,” “commercial computer software documentation,” and “technical data” are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement at 48 C.F.R. 12.212. [60 FR 48241, Sept. 18, 1995, as amended at 72 FR 63049, Nov. 7, 2007].
2. If You are using the Software on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, You will immediately discontinue Your use of the Vidergy Hardware and Software.

XX. Export Controls.

The Software, Cloud Services, and Documentation supplied by Vidergy under this DB- EULA are subject to export controls under the laws and regulations of the United States and any other applicable countries’ laws and regulations.
You shall comply with such laws and regulations governing export, re-export, import, transfer, and use of Vidergy Software, Cloud Services, and Documentation and will obtain all required United States and local authorizations, permits, and licenses.
You and Vidergy each agree to provide any other information, support documents, and assistance as may reasonably be required by the other in connection with securing authorizations and/or licenses.

XXI. Audit.

You agree that Vidergy or its designee may audit Your use of the Software for compliance with this DB-EULA, upon reasonable notice. You agree to cooperate fully with Vidergy and its authorized agents in any such audit to assist in accurately determining Your compliance with this DB-EULA. Vidergy and its authorized agents will comply with Your reasonable security regulations while on Your premises. In the event that such audit reveals any use of the Software by You other than in full compliance with the Terms of this DB-EULA, You shall reimburse Vidergy for all reasonable expenses related to such audit in addition to any other liabilities You may incur as a result of such non-compliance.
Vidergy reserves the right, but does not assume the obligation, to monitor and investigate any violation of the Terms or any misuse of the Software by You. Failure to comply with or breach of the Terms may result in warnings, suspending, restricting, or terminating access to the Software, removing or disabling access to any content or resource that violates the Terms, legal proceedings, and any other action Vidergy reasonably deems appropriate. You agree to indemnify, defend, and hold Vidergy harmless for any claims, liability, demands, damages, and costs (including attorneys’ fees) arising from Your or Your Permitted User’s violations of the Terms.

XXII. Confidential Information.

1. You shall not use or disclose any Confidential Information, except as expressly authorized by this DB-EULA, and shall protect all such Confidential Information using the same degree of care which You use with respect to Your own similarly valuable proprietary information, but in no event with safeguards less than a reasonably prudent business would exercise under similar circumstances. You shall take prompt and appropriate action to prevent unauthorized use or disclosure of the Confidential Information.

XXIII. Aggregated Data.

1. You grant Vidergy a non-exclusive, world-wide, perpetual, irrevocable, fully-paid-up, royalty free license to use, copy, distribute, and otherwise exploit operations and maintenance data and other statistical and aggregated data derived from Your use of Software and associated Clients, Devices, and Servers (the “Aggregated Data”) for Vidergy’s business purposes, including the provision of products and services to its customers; provided the Aggregated Data does not identify You.

XXIV. Assignment.

1. You may not assign this DB-EULA, in whole or in part, without Vidergy’s prior written consent. Any attempt to assign this DB-EULA without such consent will be null and void. Subject to the foregoing, this DB-EULA will bind and inure to the benefits of Yours and Vidergy’s permitted successors and assigns.

XXV. Governing Law; Waiver; Jurisdiction; Relationship of Parties.

Governing Law.
1. These Terms shall in all respects be governed by and interpreted under the laws of the State of Florida, U.S.A. (without regard to the conflicts of laws provisions thereof or the UN Convention on the International Sale of Goods and any rules of private international law or the conflict of laws that would lead to the application of any other laws) (“Governing Law”).

1.2

Waiver of Jury Trial.
1. You irrevocably and unconditionally waive any right You may have to a trial by jury in respect of any legal action arising out of or relating to this DB-EULA or the Terms herein.

2.2

Jurisdiction.
1. You agree that any judicial proceeding to resolve claims relating to these Terms, the Software, or any dispute arising under this DB-EULA will be brought in the U.S.A. in the courts of Florida, Palm Beach County, and city of West Palm Beach, or the U.S. District Court for the Southern District of Florida.
Relationship of the Parties.

4.1 You agree that You are an independent contractor. These Terms do not create a partnership, joint venture, agency, fiduciary, or employment relationship between You and Vidergy.

XXVI. Arbitration.

All controversies, disputes, or claims arising out of Your use of the Software, or any dispute arising out of the terms of this DB-EULA, including or concerning the interpretation, violation, invalidity, non-performance, or termination, which has not been amicably settled by You and Vidergy shall be submitted to final and binding arbitration. Neither You nor Vidergy shall request the arbitrator or arbitrators to render, and the arbitrator or arbitrators shall have no power to render, any decision or award except as provided in this DB-EULA. The arbitration award shall be final and binding on You and Us and shall be enforced in accordance with its terms. In the course of such arbitration, this DB-EULA shall be continuously performed except with respect to the part hereof which is the subject of, or which is directly and substantially affected by, the arbitration. Any monetary award shall be made payable in immediately available funds, in U.S. Dollars through a bank account selected by the recipient of such an award, free of any withholding tax or other deduction, with interest thereon from the date the award is granted to the date it is paid in full at the prime rate of interest as reported from time to time in the U.S. edition of the Wall Street Journal. The prevailing party to any arbitration conducted under this DB-EULA shall be entitled to recover from the other party, as part of the arbitral award or order, its reasonable attorneys’ fee and costs and expenses of the arbitration and arbitrator or arbitrators.
1. If You are a resident of the U.S.A., the arbitration shall be performed by one arbitrator of Judicial Arbitration Mediation Services, Inc. (“JAMS”), subject to the U.S. Federal Arbitration Act and federal arbitration law, and according to the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”) that are in effect at the commencement of the most current subscription term, if any, or at the Effective Date if there is no most current subscription term, wherein the one arbitrator is to be appointed in accordance with JAMS Rules. The arbitration proceeding shall take place in the State of Florida and shall be governed by the laws of the State of Florida in accordance with the Governing Law.
2. If you are not a resident of the U.S.A., the arbitration shall be performed under the rules of the International Chamber of Commerce (“ICC Rules”) that are in effect at the commencement of the most current subscription term, if any, or at the Effective Date if there is no most current subscription term. The place for arbitration shall be Washington

D.C. The arbitration shall be conducted in the English language by three arbitrators. Each party shall be entitled to designate one arbitrator. The claimant shall nominate its arbitrator in its written request for arbitration and the respondent shall nominate its arbitrator within twenty (20) days of receipt of the claimant’s written request for arbitration. The third arbitrator shall be designated in accordance with the ICC Rules. In the event either party fails to appoint an arbitrator, the ICC Rules in relation to appointment of arbitrators shall apply. In any such arbitration proceeding, any legal proceeding to enforce any arbitration award, and any other legal action between the parties pursuant to or relating to this DB-EULA or the Terms herein, the parties expressly waive the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state.

2. Enforcement. The decision of the appointed arbitrator is final and binding. You agree that any suit, action, or proceeding required to enforce any arbitration award rendered pursuant to this binding arbitration shall be brought in the courts of Florida, U.S.A. and You irrevocably submit to the jurisdiction of such courts for the purpose of any such suit, action, proceeding, or judgment.

XXVII. Notice.

Any and all notices, requests, instructions, and other communications required or permitted to be given under this DB-EULA after the date hereof by any party hereto to any other party may be delivered personally or by nationally recognized overnight courier service or sent by government-run or otherwise government-sponsored mail or by electronic mail (email), at the respective addresses or transmission numbers set forth below and shall be effective: (i) in the use of personal delivery, or email (unless the sender receives a delivery failure notice), on the same Business Day as delivered or sent; (ii) in the case of mail, upon the earlier of actual receipt or three (3) Business Days after deposit in the United States Postal Service, first class certified, or registered mail, postage prepaid, return receipt requested; and (iii) in the case of nationally recognized overnight courier service, one (1) Business Day after delivery to such courier service together with all appropriate fees or charges for such delivery.
The parties may change their respective addresses and transmission numbers by written notice to all other parties, sent as provided in this paragraph. All communications must be in writing and addressed as follows:

1. and addressed as follows:

If to Vidergy:

Vidergy Networks LLC

9150 Belvedere Rd. Royal Palm Beach FL 33411 Attention: Legal

Email: legal@vidergy.com

If to You:

You or the entity on whose behalf you accepted these Terms as evidenced by the name, address, electronic mail address, telephone contact information, and/or any other information You have provided to Us.

ADDENDUM # 1

XXVIII. Cloud Services Addendum.

This Cloud Services Addendum (“Addendum”) to the Vidergy Dashboard End User License Agreement (“DB-EULA”) is between You and Vidergy for Your access to, and use of, Cloud Services (as defined in the DB-EULA). In the event of a conflict between this Addendum and the DB-EULA, the terms of this Addendum shall govern with regard to the Cloud Services. Capitalized terms not otherwise defined in this Addendum will have the meanings assigned to them in the DB-EULA.
Subject Matter.
1. Vidergy provides access to the Cloud Services through the “Vidergy Dashboard” services or other means as may be designated by Vidergy from time-to-time. As part of the Cloud Services, Vidergy may provide You access to various applications such as analytics applications. The Cloud Services provided or used with the Software or service, such as Microsoft Azure, Amazon Web Services, or another cloud services provider, as well as various applications, may be accessible via an account on-line through a web interface at the Vidergy Dashboard and its applicable sub domains as well as any successor and related website or portal designated by Vidergy from time-to-time.
Use of the Cloud Services.
1. During the License Term, You may access the Cloud Services solely for Your internal business operations.
2. You may not sublicense or transfer these rights, except as specifically provided in the DB-EULA.
3. All other restrictions applicable to the Software in the DB-EULA will apply to your use of the Cloud Services.
4. OEM & Channel Partner Customers:
  1. If You are an original equipment manufacturer (“OEM”) or Channel Partner, You may make the Cloud Services available to Your customers as an integral part of Your product or service and not as a discrete product or service, unless authorized by Vidergy in Your Activation Certificate.
  2. Vidergy consents to such use of the Cloud Services provided You abide by the DB- EULA and Addendum terms, and You shall be fully responsible for Your customers’ acts and omissions, including Your customers’ compliance with the DB-EULA and Addendum. If You are an End User receiving an OEM or Channel Partner product, You acknowledge and agree that (i) You have accepted and are bound by this Addendum and the DB-EULA; (ii) the OEM or Channel Partner is not authorized to modify or amend this Addendum or the DB-EULA or to offer any warranties or representations regarding the Cloud Services; (iii) Vidergy’s sole obligations with regard to the Cloud Services are as set forth in the DB-EULA and this Addendum; and (iv) You will look solely to the OEM or Channel Partner for any defects in the OEM or Channel Partner product and services, as the case may be, or any incompatibilities with the Cloud Services.

Administration.
1. Your use of the Cloud Services involves having a user account as may be required by Vidergy.
2. You agree to accept responsibility for all activities that occur under Your user account.
3. You are responsible for identifying and authenticating all Permitted Users, approving access by such Permitted Users, and controlling against unauthorized access.
4. You are responsible for maintaining the confidentiality of Your user account information and passwords.
5. Vidergy will have the right to rely on any information received from any Person using Your user account and password, and Vidergy will incur no liability arising out of such reliance.
6. Vidergy is not responsible for any harm caused by Your Permitted Users, including individuals who were not authorized to have access to the Cloud Services.
7. If You become aware of any unauthorized use of Your password or user account, it is Your responsibility to notify Vidergy as promptly as possible..
Location of Your Data.
1. Pursuant to applicable laws and subject to the terms and conditions of any applicable Data Processing Addendum between You and Vidergy, if any, Vidergy may process and store Your Data anywhere Vidergy or its agents maintain facilities. By using the Cloud Services, You consent to this processing and storage of Your Data.
Connectivity.
1. You, Your Permitted Users, and Your customers are solely responsible for all telecommunication or internet connections required to access the Cloud Services, as well as all required hardware and software (as may be detailed in the documentation for the Cloud Services) at Yours and their facilities.
2. In addition to other third-party costs that may apply, You are responsible for paying all telecommunications costs, fees, and services required for access to the Cloud Services.
Data Warranties.
1. You represent and warrant that You have sufficient rights to Your Data for Vidergy to perform its obligations under the DB-EULA and this Addendum, and that such access to, and use of, Your Data will not infringe or violate any agreement, confidentiality obligations, privacy rights, or intellectual property rights of any third party.
Acceptable Use.
1. In Your use of the Cloud Services, you may not: (i) upload, post, e-mail, or otherwise transmit any content that is unlawful, harmful, threatening, intimidating, abusive, harassing, tortuous, defamatory, derogatory, vulgar, obscene, libelous, invasive of another’s privacy, disrespectful, hateful, or racially, ethnically, or otherwise objectionable; (ii) impersonate any person or entity or falsely state or otherwise misrepresent their affiliation with a person or entity or create a false persona; (iii) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Cloud Services; (iv) upload or otherwise transmit any content that violates applicable law, including infringement of any patent, trademark, trade secret, copyright, or other proprietary rights of any party; (v) upload or otherwise transmit any material that contains software viruses or worms or any other computer code, files, or programs designed to disable, interrupt, destroy, redirect, monitor another user’s usage, limit, or otherwise inhibit the functionality of any computer software or hardware or telecommunications equipment; (vi) interfere with or disrupt the Cloud Services or networks connected to the Cloud Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Cloud Services.

Your Indemnity.
1. You will defend, indemnify, and hold harmless Vidergy and its Affiliates and their licensors against any liabilities, damages, sanctions, fines, and costs arising from (i) the authorized use of Your Data, including Your failure to comply with the requirements of Addendum Section 7 (“Data Warranties”) and Addendum Section 8 (“Acceptable Use”), or (ii) Your use of the Software or Cloud Services in violation of the DB-EULA or this Addendum.
Data Storage.
1. Vidergy and its Affiliates and their suppliers are not responsible, or liable for, the deletion of or failure to store any of Your Data and other communication maintained or transmitted through use of the Cloud Services.
2. You are responsible for Your own disaster recovery plan, including but not limited to, securing access to and backing up Your Data.
3. On any termination or expiration of the DB-EULA and this Addendum, You will have a period of ten (10) days to download a copy of Your Data using the inherent functionality of the Cloud Services in a format then supported by the Cloud Services. Thereafter, Vidergy may delete or render inaccessible any of Your Data that remains in the Cloud Services, and Vidergy will have no liability for deletion of Your Data.
Monitoring.
1. You acknowledge that Vidergy or a third party on Vidergy’s behalf may monitor Your access to, and use of, the Cloud Services to the extent required to ensure compliance with the DB-EULA and Addendum.
Information Security.
1. Consistent with laws applicable to Vidergy and its then current practices and procedures, Vidergy will maintain and enforce administrative, technical, and physical safeguards designed to reasonably protect the confidentiality, availability, and integrity of Your Data stored in the Cloud Services.
2. Vidergy will report to You any compromise of security that it becomes aware of with regard to Your Data.
3. For more information about the measures used to protect the Cloud Services and Your Data, You may request such information from Vidergy in writing.

Data Privacy.
1. Vidergy treats Your Data in accordance with our privacy terms located at http://vidergy.com/legal/privacy.
2. In the event any applicable law restricts or prevents the collection, use, or other processing of Your Data without additional terms and conditions, You agree to execute Vidergy’s then-current applicable data processing addendum(s) relating to Vidergy’s collection, use, and other applicable processing of Your Data, as may be amended from time to time (each, a “Data Processing Addendum”), each available from Vidergy by written request.
3. Such Data Processing Addendum(s), when applicable, are part of and governed by the DB-EULA as if set forth therein.
Availability.
1. Vidergy will use commercially reasonable efforts to make the Cloud Services available for Your access and use, as contemplated under this Addendum, an average of at least the offered Availability Requirement. Vidergy will use reasonable efforts to schedule Planned Outages during non-peak hours. In the event of any failure to achieve the Availability Requirement, Vidergy will use commercially reasonable efforts to correct the interruption as promptly as practicable.
2. In the event Vidergy fails to achieve the Availability requirement in two (2) consecutive months during the relevant License Term, You may terminate the relevant Cloud Services within thirty (30) days of the end of the second consecutive month, without further obligation, and receive a prorated refund of any pre-paid, unused recurring fees for the terminated Cloud Service. The refund will constitute Your sole and exclusive remedy and Vidergy’s sole and exclusive liability for failure to achieve the Availability Requirement.
Disaster Recovery; Business Continuity.
1. Vidergy has developed and implemented a disaster recover/business continuity plan (the “Plan”) for the Cloud Services. Consistent with its then current practices, Vidergy will periodically test and re-assess the Plan.
Suspension or Termination.
1. Vidergy may suspend or terminate Your access to the Cloud Services at any time, if Vidergy reasonably believes: (i) You have violated the DB-EULA or this Addendum; (ii) Your user account should be removed due to prolonged inactivity; (iii) to prevent damage to or disruption of the Cloud Services; (iv) Vidergy’s provision of the Cloud Services is no longer commercially viable; and (v) to protect Vidergy from potential liability, including compliance with applicable law.
2. Vidergy will make reasonable efforts to notify You by the email address associated with the user account if Your access to the Cloud Services is suspended or terminated or if Vidergy will no longer provide the Cloud Services.
Data Overage.
1. Vidergy reserves the right to charge You an agreed upon amount at the end of Your License Term if You exceed the level of usage authorized in your initial purchase of the Cloud Services.
2. If You have not purchased access to the Cloud Services, Vidergy reserves the right to limit, suspend, or terminate Your access to the Cloud Services if Vidergy believes You are exceeding a reasonable level of usage of the Cloud Services.

Applicability.
1. The DB-EULA and this Addendum are between Vidergy and You, regardless of whether You have purchased or otherwise received Vidergy Hardware and/or services directly from Vidergy or through any authorized Channel Partner, authorized distributor, or other authorized reseller.
2. No Channel Partner, reseller, or distributor is authorized to modify the DB-EULA or this Addendum.
General.
1. This Addendum is a part of and governed by the DB-EULA.