This End User License Agreement ("Agreement") is a legal
contract between you (either an individual or a single entity,
"Licensee" or "you") and Custom Control Drivers
LLC, a South Carolina limited liability company ("Licensor",
"we", "us", or "our") for the software
product or products you have downloaded, purchased, or otherwise
obtained (the "Software"), including any associated
documentation, updates, and supporting files.
BY DOWNLOADING, INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE,
YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT
AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE.
1. Definitions
"Software" means the RTI XP driver
product(s) licensed under this Agreement, including the compiled
.rtidriver package, all included scripts, configuration files,
documentation, and any updates, modifications, or supplementary code
provided by Licensor.
"Processor" means a single physical Remote
Technologies Inc. ("RTI") XP-series control processor,
identified uniquely by its hardware MAC address.
"Licence Key" means the cryptographically
signed string issued by Licensor that authorizes use of the Software
on a specific Processor.
"Trial Period" means the limited evaluation
period built into the Software (currently 120 minutes of cumulative
operation), during which the Software may be used without a Licence
Key for compatibility testing.
2. Grant of License
2.1 Limited License. Subject to your compliance with
this Agreement and payment of all applicable fees, Licensor grants you
a limited, non-exclusive, non-transferable, non-sublicensable license
to install and use one (1) copy of the Software on the single
Processor whose MAC address is encoded in your Licence Key, solely for
your internal business or personal use.
2.2 Per-Processor Licensing. Each Licence Key is
bound to one Processor. Use of a single Licence Key on multiple
Processors simultaneously is prohibited and constitutes a material
breach of this Agreement.
2.3 Trial Use. You may use the Software during the
Trial Period without a Licence Key solely to evaluate compatibility
with your hardware and intended use case. The Trial Period is provided
as a courtesy and creates no warranty obligations.
2.4 Updates. Licensor may, but is not obligated to,
release updates, patches, or new versions of the Software. When
provided, such updates are governed by this Agreement unless
accompanied by a separate license agreement.
3. Restrictions
You shall not, and shall not permit any third party to:
-
Copy, reproduce, distribute, or redistribute the Software, except
for one backup copy retained solely for archival purposes.
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Modify, adapt, alter, translate, or create derivative works of the
Software.
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Reverse engineer, decompile, disassemble, or otherwise attempt to
derive the source code, algorithms, or non-public protocols of the
Software, except to the extent such activity is expressly permitted
by applicable law notwithstanding this limitation.
-
Remove, alter, circumvent, or disable any license enforcement
mechanism, copy protection, digital rights management, or
proprietary notices contained in the Software.
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Sublicense, rent, lease, lend, sell, resell, transfer, assign, or
otherwise commercially exploit the Software or any rights granted
under this Agreement.
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Use the Software in any manner that violates applicable law or
infringes the rights of any third party.
- Use the Software to develop or distribute a competing product.
- Share, publish, or disclose Licence Keys to any third party.
Any violation of this Section 3 immediately and automatically
terminates this Agreement and your license to use the Software,
without notice and without refund.
4. Ownership and Intellectual Property
4.1 The Software is licensed, not sold. Licensor
retains all right, title, and interest in and to the Software,
including all intellectual property rights therein. No rights are
granted to you other than those expressly stated in this Agreement.
4.2 All trademarks, service marks, trade names,
logos, and product names referenced in the Software or documentation
are the property of their respective owners. Reference to third-party
products or trademarks does not imply endorsement or affiliation.
5. Fees and Payment
5.1 The Software is licensed for a one-time fee per
Processor, as set forth on Licensor's website at the time of
purchase.
5.2 All fees are non-refundable except as expressly
provided in Section 6.
5.3 Licensor reserves the right to modify pricing for
new licenses at any time. Existing licenses are not affected by
pricing changes.
6. Refund Policy
6.1 Test Before You Buy. The Trial Period is provided
specifically so you can verify compatibility before paying. You are
strongly encouraged to use the Trial Period.
6.2 Limited Refund Window. Refund requests must be
submitted within fourteen (14) calendar days of purchase. Refunds are
granted at Licensor's sole discretion and are typically considered
only when: (a) the Software fails to install on a supported Processor
configuration; or (b) the Software does not perform a documented core
function on the supported device; and (c) the issue cannot be resolved
through reasonable support efforts.
6.3 No Refunds For: change of mind, project
cancellation, or device replacement; failure to perform compatibility
testing during the Trial Period; compatibility issues with undocumented
or unsupported device firmware versions; issues caused by user
configuration error, network problems, or third-party software; or
licenses where the Trial Period was completed without issues prior to
purchase.
6.4 Processor Migration. Licence Keys are bound to
one Processor MAC address and are not transferable as a matter of
right. If you experience a Processor failure or upgrade, contact
[email protected] to request a Licence Key reset. All
reset requests are at Licensor's sole discretion. Licensor may
require documentation (such as RMA confirmation, a receipt for the
replacement Processor, or other proof Licensor reasonably requests),
may charge a reissue fee, may deny any request, and may revoke
previously issued resets where abuse is suspected.
7. Support
7.1 Licensor provides reasonable email-based support
for active license holders for issues related to documented Software
functionality.
7.2 Support is provided on a commercially reasonable
best-effort basis. Licensor does not guarantee response times,
resolution times, or that any particular issue will be resolved.
7.3 Support does not include custom feature
development, programming services, system design consultation,
third-party device support, or end-user training.
8. NO WARRANTY
8.1 AS-IS. The Software is provided "AS IS"
and "AS AVAILABLE", with all faults and without warranty of
any kind.
8.2 Disclaimer of Warranties. To the maximum extent
permitted by applicable law, Licensor expressly disclaims all
warranties, whether express, implied, statutory, or otherwise,
including without limitation all implied warranties of merchantability,
fitness for a particular purpose, title, non-infringement, accuracy,
quiet enjoyment, and any warranties arising from course of dealing,
usage, or trade practice.
8.3 No Performance Warranty. Licensor does not
warrant that the Software will meet your requirements, operate without
interruption, be error-free, be compatible with any particular device
firmware version or future device firmware version, or that defects
will be corrected.
8.4 Third-Party Devices. The Software interfaces with
third-party devices over open and undocumented protocols that may
change without notice. Licensor makes no warranty regarding continued
compatibility with any third-party product, service, cloud platform,
or API. Changes by third-party vendors to their products, firmware, or
APIs that break Software functionality are not the responsibility of
Licensor and do not constitute grounds for a refund.
9. CRITICAL USE DISCLAIMER
9.1 Not for life-safety or critical applications.
The Software is not designed, intended, or licensed for use in any
application where failure could reasonably be expected to cause
personal injury, death, property damage, or environmental harm,
including without limitation: life-safety or life-support systems;
medical devices or healthcare applications; primary fire detection or
fire suppression systems; primary security or intrusion detection
systems where the Software is the sole alerting mechanism; nuclear
facilities, weapons systems, or aircraft navigation; or any
application requiring fail-safe operation or regulatory certification.
9.2 If you use the Software in connection with
security panels, alarm systems, HVAC, lighting, or any other
physical-world device, you do so at your sole risk and you acknowledge
that the Software is a convenience layer and not a primary safety
mechanism. You are solely responsible for installing appropriate
independent fail-safe systems, redundancies, and monitoring.
10. LIMITATION OF LIABILITY
10.1 Cap on Damages. To the maximum extent permitted
by applicable law, Licensor's total cumulative liability arising
out of or related to this Agreement or the Software, regardless of the
cause of action or theory of liability, shall not exceed the total
amount actually paid by you to Licensor for the specific Licence
giving rise to the claim in the twelve (12) months preceding the
event giving rise to liability.
10.2 Exclusion of Indirect Damages. In no event
shall Licensor be liable for any indirect, incidental, special,
consequential, exemplary, or punitive damages, including without
limitation damages for loss of profits, loss of revenue, loss of
business opportunity, loss of data, loss of goodwill, business
interruption, cost of substitute goods or services, or property
damage, even if Licensor has been advised of the possibility of such
damages and even if a remedy set forth in this Agreement fails of its
essential purpose.
10.3 Applies to All Claims. The limitations and
exclusions in this Section 10 apply to all claims, whether in
contract, tort (including negligence), strict liability, breach of
warranty, or any other legal theory, and apply equally to
Licensor's officers, directors, employees, contractors, and
affiliates.
10.4 Material Basis. You acknowledge that the fees
paid for the Software reflect the allocation of risk set forth in
this Agreement and that the limitations in this Section 10 are a
material basis of the bargain between the parties. Licensor would not
provide the Software without these limitations.
11. Indemnification
You agree to indemnify, defend, and hold harmless Licensor and its
officers, directors, employees, contractors, and affiliates from and
against any and all claims, liabilities, damages, losses, costs, and
expenses (including reasonable attorneys' fees) arising out of or
related to: (a) your use of the Software; (b) your breach of this
Agreement; (c) your violation of any law or third-party right; or (d)
any property damage or personal injury resulting from physical-world
devices controlled through the Software.
12. Termination
12.1 Term. This Agreement is effective until terminated.
12.2 Termination by Licensee. You may terminate this
Agreement at any time by ceasing all use of the Software and destroying
all copies in your possession.
12.3 Termination by Licensor. This Agreement and your
license terminate automatically and without notice if you breach any
term of this Agreement. Licensor may also terminate this Agreement at
any time for any reason upon written notice.
12.4 Effect of Termination. Upon termination, all
rights granted to you under this Agreement immediately cease, you must
stop using the Software, and you must destroy all copies in your
possession. Sections 3, 4, 8, 9, 10, 11, 12.4, 13, and 14 survive
termination.
13. Governing Law and Dispute Resolution
13.1 Governing Law. This Agreement is governed by and
construed in accordance with the laws of the State of South Carolina,
United States of America, without regard to conflict-of-laws
principles. The United Nations Convention on Contracts for the
International Sale of Goods does not apply.
13.2 Venue. Any legal action or proceeding arising
under or related to this Agreement shall be brought exclusively in the
state or federal courts located in South Carolina, and the parties
hereby consent to the personal jurisdiction and venue of such courts.
13.3 Waiver of Class Actions. To the maximum extent
permitted by applicable law, you agree that any dispute resolution
proceedings will be conducted only on an individual basis and not in a
class, consolidated, or representative action.
13.4 Attorneys' Fees. In any action to enforce
this Agreement, the prevailing party is entitled to recover its
reasonable attorneys' fees and costs.
14. General Provisions
14.1 Entire Agreement. This Agreement, together with
any order documents and the documentation provided with the Software,
constitutes the entire agreement between you and Licensor regarding
the Software and supersedes all prior or contemporaneous communications,
proposals, and agreements.
14.2 Modifications. Licensor may modify this
Agreement from time to time by posting an updated version on its
website. Your continued use of the Software after such modifications
constitutes acceptance of the modified Agreement. If you do not agree
to a modification, you must cease using the Software.
14.3 Severability. If any provision of this Agreement
is held invalid or unenforceable, that provision will be modified to
the minimum extent necessary to make it enforceable, or if not
possible, severed, and the remaining provisions remain in full force
and effect.
14.4 No Waiver. Failure by Licensor to enforce any
provision of this Agreement does not constitute a waiver of that
provision or any other provision.
14.5 Assignment. You may not assign or transfer this
Agreement or any rights or obligations under it without
Licensor's prior written consent. Licensor may freely assign this
Agreement. Any attempted assignment in violation of this Section is
void.
14.6 Notices. Notices to Licensor must be sent to
[email protected]
or to the LLC's registered agent address on file with the South
Carolina Secretary of State.
14.7 Independent Contractors. The parties are
independent contractors. This Agreement does not create any
partnership, joint venture, agency, or employment relationship.
14.8 Force Majeure. Licensor is not liable for any
delay or failure in performance caused by circumstances beyond its
reasonable control.
14.9 Headings. Section headings are for convenience
only and do not affect interpretation.
