End User License Agreement
Applies to the Argos OS suite (Argos Service, Argos Red, Argos Verify, Argos Alert, Argos Caligo / Argos Ethereal, Argos GRC) and any other software distributed by Intelligent Automation, LLC.
1. Acceptance
This End User License Agreement ("EULA") is a binding agreement between you and Intelligent Automation, LLC governing your use of any IA software product, including downloadable applications, installable binaries, and embedded clients (collectively, the "Software"). By downloading, installing, copying, accessing, or using the Software, you accept this EULA. If you do not accept it, do not download, install, or use the Software.
If you are an employee or contractor accepting on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to that organization.
2. License Grant
Subject to your compliance with this EULA and payment of any applicable fees under a Master Services Agreement or order form between IA and your organization, IA grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software solely for your internal business purposes for the term and on the number of devices or users authorized by your subscription or order.
The Software is licensed, not sold. IA retains all right, title, and interest in and to the Software, including all intellectual property rights.
3. Restrictions
You will not, and will not permit any third party to:
- Copy, modify, translate, or create derivative works of the Software, except as expressly permitted by this EULA
- Reverse engineer, decompile, or disassemble the Software, or otherwise attempt to derive its source code, except to the extent applicable law expressly permits despite this limitation
- Rent, lease, lend, sell, sublicense, distribute, transmit, publish, or otherwise make the Software available to any third party
- Use the Software to provide any commercial service to third parties (e.g., service bureau, time-sharing) without IA's separate written consent
- Remove or alter any copyright, trademark, or other proprietary notices on or in the Software
- Use the Software to develop a product or service that competes with IA
- Use the Software in violation of applicable law or in any manner that infringes the rights of any person
- Circumvent or attempt to circumvent any license, authentication, rate-limiting, or security mechanism in the Software
4. Updates
IA may provide updates, upgrades, patches, and new versions of the Software from time to time. These are subject to this EULA unless accompanied by separate terms. Some Software requires updates to remain functional or secure; we recommend you keep installations current.
5. Third-Party Components
The Software may incorporate or interoperate with third-party software, libraries, or services that are subject to their own license terms. Where required, third-party notices and licenses are included with the Software distribution. IA's EULA does not modify and is not modified by those third-party terms with respect to the third-party components they govern.
6. Data and Privacy
Some Software collects operational, telemetry, or diagnostic data to support security, reliability, and improvement of the product. We handle data consistent with our Privacy Policy and any data processing addendum between IA and your organization. You are responsible for any data you input into or process with the Software, and for ensuring you have the necessary rights and consents to do so.
7. Open Source Components
Portions of the Software may be made available under open source licenses (e.g., MIT, Apache 2.0, BSD, MPL). Those components are governed by their respective open source licenses; nothing in this EULA restricts your rights under those licenses with respect to those components.
8. Term and Termination
This EULA is effective until terminated. It terminates automatically without notice if you fail to comply with any of its terms, or if your underlying subscription or order expires or is terminated. On termination you must stop all use of the Software and destroy or delete all copies in your possession. Sections that by their nature should survive termination (Sections 2 — last sentence, 3, 9, 10, 11, 12, 13) survive.
9. Warranty Disclaimer
THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, IA DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND QUIET ENJOYMENT.
10. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IA WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THIS EULA OR THE SOFTWARE — EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IA's TOTAL AGGREGATE LIABILITY UNDER THIS EULA WILL NOT EXCEED THE FEES YOU PAID TO IA FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED U.S. DOLLARS (US$100) IF NO FEES WERE PAID.
11. Indemnification
You will indemnify and hold harmless IA and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, or expenses arising out of your use of the Software in violation of this EULA or applicable law.
12. Government End Users
The Software is "commercial computer software" as defined in 48 C.F.R. 2.101. If you are an agency of the U.S. Government, your rights are limited to those granted to all other End Users under this EULA, consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202.
13. Export Compliance
The Software may be subject to U.S. export control laws and regulations. You will not export, re-export, or transfer the Software in violation of any such laws, including to any embargoed country or to any person on a U.S. Government denied-parties list.
14. Governing Law and Disputes
This EULA is governed by the laws of the State of New Jersey, without regard to its conflict-of-laws principles. Any dispute will be brought exclusively in the state or federal courts located in Essex County, New Jersey, and you consent to the jurisdiction of those courts.
15. Entire Agreement; Order of Precedence
This EULA together with any Master Services Agreement or order form between IA and your organization is the entire agreement regarding the Software. If there is a conflict between this EULA and a signed MSA or order, the signed MSA or order controls for the conflicting term. We may update this EULA from time to time; material changes will be posted at this URL with an updated effective date.
16. Contact
- Email [email protected]
- Call (888) 711-4521
- Write to: Intelligent Automation, LLC, 336 US Highway 46, Fairfield, NJ 07004