END USER LICENSE AGREEMENT
Please read this End User License Agreement (“Agreement”) carefully. This Agreement is a legal agreement between the person entering into this Agreement (any end user accessing, loading or using the software and any entity providing services by, through, or in connection with the end user) (collectively, “You”) and Hidden Eyes, LLC d/b/a Envera Systems (“Envera”). By clicking the “Agree” below, copying, installing, or otherwise using the software, (i) You do so with the intent to electronically ‘execute’ this Agreement, and (ii) You agree to be bound by and comply with the following terms and conditions.
If you do not agree to the terms and conditions of this Agreement (a) You may indicate rejection of this Agreement by clicking “Disagree”, (b) You shall not install, load, execute, or use the software, and (c) Envera does not grant You any rights to the software. Notwithstanding the foregoing, installing or otherwise using the software indicates Your acceptance of the terms and conditions of this Agreement.
The software provided herein is provided by Envera. Use of the software is conditioned upon and limited by the following terms and conditions, including the Warranty, Limitation of Liability, and Indemnification provisions.
WHEREAS, Envera provides remote monitoring equipment/capabilities to various customers, including homeowners associations, condominium associations, and community development districts; and
WHEREAS, an entity has contracted with Envera to provide services to its community (a “Client”);
WHEREAS, Envera has installed a Security System at the premises of the Client (the “Client Premises”); and
WHEREAS, the Client desires to obtain access to the Security System for its live guard(s) at the Client Premises in connection with the service agreement with Client, or Client otherwise wishes to have the capability of accessing the Security System; and
WHEREAS, the Client wishes for Envera and its employees to have access to the Security System which has been installed, for the purpose of providing the contracted services; and
WHEREAS, Envera has developed a “Guard Module” software program that may be used by live guard personnel or others to access the Security System;
WHEREAS, this Agreement is intended to govern the use of the Guard Module software by all live guards, clients, Envera employees, and others.
Now, therefore, in consideration of the promises, covenants and undertakings set forth herein, and for other good and valuable consideration, it is agreed:
1. Recitals. The foregoing recitals are true and correct and are incorporated herein.
a. Envera grants You a limited, nonexclusive, non-transferrable license(s) to use Envera’s Guard Modulesoftware program (hereafter “Licensed Program”) on Envera’s Computer Hardware (as hereinafter defined) subject to the terms and conditions contained in this Agreement.
a. An executable copy of the Licensed Program will be installed on a computer and/or tablet device owner by Envera (the “Computer Harware”).
b. You acknowledge that the Computer Hardware shall remain the sole property of Envera and that You are only licensed to use the Computer Hardware during the term of this Agreement and in accordance with the terms and conditions set forth herein.
c. Use of the Computer Hardware shall be strictly limited to use of the Licensed Program – all other use of the Computer Hardware is strictly prohibited.
d. In the event that the Computer Hardware, or any portion thereof, malfunctions such that You are prevented from executing the Licensed Program, You shall notify Client and Envera immediately.
4. Scope of Rights. You may:
a. Use and execute the Licensed Program on the Computer Hardware for the sole purpose of obtaining access to the Security System.
b. You may not grant any sublicense to either the Licensed Program or the Computer Hardware.
5. Proprietary Protection and Restrictions.
a. Envera has sole and exclusive ownership of all right, title, and interest in and to the Licensed Program and all modifications and enhancements thereof (including ownership of all trade secrets and copyrights pertaining thereto). This Agreement does not provide You with title or ownership of the Licensed Program or to the Computer Hardware, only a right of limited use.
b. You must keep the Licensed Program and the Computer Hardware free and clear of all claims, liens, and encumbrances. You may not use, copy, modify, or distribute the Licensed Program (electronically or otherwise), or any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized by Envera.
c. You may not reverse assemble, reverse compile, or otherwise translate the Licensed Program or any other software program found on the Computer Hardware.
d. Your rights under this Agreement may not be transferred, leased, or assigned.
e. You may not install the Licensed Program on any other computer system or use it at any other location.
f. You may not use the Licensed Program to obtain and/or disseminate confidential information of residents of the Client Premises in any way.
g. If You use, copy, or modify the Licensed Program, or if You transfer possession of any copy, adaptation, transcription, or merged portion of the Licensed Program to any other party, or if You use the Computer Hardware in any way not expressly authorized by Client or Envera, Your license is automatically terminated.
h. You hereby authorize Client and/or Envera to enter the Client Premises in order to inspect the Licensed Program, in any manner, during regular business hours to verify Your compliance with the terms hereof.
i. You acknowledge that, in the event of Your breach of any of the foregoing provisions, Client and/or Envera will not have an adequate monetary remedy or other remedy at law. Accordingly, in addition to all other remedies that may be available at law or in equity, Client and/or Envera shall be entitled to an injunction from any court of competent jurisdiction immediately upon request. You hereby waive the requirement of any bond.
a. Envera is not the manufacturer of the Computer Hardware or any additional software that may be provided thereon. Envera does not guarantee the workmanship or any aspect of the Computer Hardware.
b. the licensed program AND THE COMPUTER HARDWARE ARE provided on an “as is” basis and ENVERA makes no warranties regarding the Licensed Program or the computer hardware.
c. UNLESS EXPRESSLY SET FORTH IN THIS AGREEMENT, ENVERA DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES WITH RESPECT TO THE LICENSED PROGRAM AND COMPUTER HARDWARE, INCLUDING THEIR CONDITION, THEIR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, ANY NEGLIGENCE, AND THEIR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ENVERA SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7. LIMITATION OF LIABILITY
a. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ENVERA shall have no liability to You for any claims relating to the COMPUTER HARDWARE, THE Licensed Program, and this Agreement, including any cause of action sounding in infringement, contract, tort, or strict liability. This limitation of liability is intended to apply without regard to whether other provisions of this Agreement have been breached or have proven ineffective.
b. IN NO EVENT SHALL ENVERA HAVE ANY RESPONSIBILITY FOR THE ACTIONS OF YOU AND/or any end user HEREUNDER and THE INDEMNIFICATION OBLIGATIONS SET FORTH IN PARAGRAPH 8 BELOW SHALL EXPRESSLY EXTEND TO AND INCLUDE ANY AND ALL CLAIMS RELATING TO ACTION OR OMMISSION OF YOU and/or ANY end user.
c. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT TO THE CONTRARY, YOU AGREE THAT ENVERA SHALL NOT BE LIABLE FOR ANY GENERAL, DIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
a. To the fullest extent permitted by law, You agree to and shall indemnify, defend and hold harmless Envera, including its employees and agents, from and against all claims brought by third parties arising out of or relating to this Agreement and/or Your use of or access to the Licensed Program or the Computer Hardware. This provision shall apply to all claims whether based upon negligence, active or passive, express or implied contract or warranty, contribution or indemnification.
a. ENVERA SHALL HAVE NO LIABILITY FOR LOSS, DAMAGE OR INJURY DUE DIRECTLY OR INDIRECTLY TO THE LICENSED PROGRAM, THE COMPUTER HARDWARE, OR ANY EVENTS, CLAIMS, ACTION, OR DAMAGES WHICH RELATE TO OR ARISE OUT OF THIS AGREEMENT. YOU RELEASE AND WAIVE, FOR YOURSELF AND YOUR INSURER, ALL LIABILITY FOR SUCH EVENTS, CLAIMS, ACTIONS OR DAMAGES, AND YOU FURTHER WAIVE THE RIGHT OF SUBROGATION AND OTHER RIGHTS TO RECOVER FROM ENVERA ARISING AS A RESULT OF PAYING ANY CLAIM FOR LOSS, DAMAGE OR INJURY OF YOURS OR ANOTHER PERSON.
b. THE PROVISIONS OF THIS SECTION SHALL APPLY NO MATTER HOW THE LOSS, DAMAGE OR INJURY OR OTHER CONSEQUENCE OCCURS, EVEN IF DUE TO ENVERA’S PERFORMANCE OR NONPERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR FROM NEGLIGENCE, ACTIVE OR OTHERWISE, STRICT LIABILITY, VIOLATION OF ANY APPLICABLE CONSUMER PROTECTION LAW OR ANY OTHER ALLEGED FAULT ON THE PART OF ENVERA, ITS AGENTS OR EMPLOYEES. IF ANY OTHER PERSON, INCLUDING YOUR SUBROGATING INSURER, MAKES ANY CLAIM OR FILES ANY LAWSUIT AGAINST ENVERA IN ANY WAY RELATING TO THE SERVICES, SYSTEM OR EQUIPMENT THAT ARE THE SUBJECTS OF THIS AGREEMENT, THEN YOU SHALL INDEMNIFY AND HOLD ENVERA HARMLESS FROM ANY AND ALL SUCH CLAIMS AND LAWSUITS INCLUDING THE PAYMENT OF ALL DAMAGES, EXPENSES, COSTS AND ATTORNEYS’ FEES.
10. Term of Agreement; Termination.
a. The license shall be perpetual, unless sooner terminated as provided herein.
b. Envera may terminate this Agreement with cause immediately, without any prior notice to You.
c. This Agreement shall automatically terminate immediately upon: the termination and/or expiration of any services agreement between Client and Envera; the termination and/or expiration of any services agreement between the Client and you, or; upon termination of your employment with Envera for any reason.
d. Upon termination of this Agreement, all rights granted to You will terminate. Promptly upon termination of this Agreement for any reason or upon discontinuance or abandonment of Client’s possession or use of the Licensed Program, You must return or destroy all copies of the Licensed Program in Your possession (whether modified or unmodified), and all other materials pertaining to the Licensed Program, including the Computer Hardware.
e. The provisions of paragraphs 5-9 shall survive the termination of this Agreement for any reason.
a. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles, and venue for any proceeding arising out of or relating to this Agreement shall, to the extent permitted by law, be held in Sarasota County, Florida. You hereby consent and submit Yourself to the jurisdiction of the courts of the State of Florida and to the venue of the courts in and for Sarasota County, Florida. In the event that Envera must bring any action to enforce or interpret the terms of this Agreement, the prevailing party in such action shall recover from the non-prevailing party all costs and reasonable attorney fees.
b. No modification of this Agreement shall be binding unless it is in writing and is signed by an authorized representative of the party against whom enforcement of the modification is sought.
c. In the event that any of the terms of this Agreement is or becomes or is declared to be invalid or void by any court or tribunal of competent jurisdiction, such term or terms shall be null and void and shall be deemed severed from this Agreement and all remaining terms of this Agreement shall remain in full force and effect.
d. THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO AND SUPERSEDES ANY OTHER PROPOSAL, REPRESENTATION, OR OTHER COMMUNICATION BY OR ON BEHALF OF EITHER PARTY RELATING TO THE SUBJECT MATTER HEREOF.
e. In the event that You are an employee of Envera, paragraph 8 and 9(b) hereof shall not be applicable to you.
© Copyright 2020 Hidden Eyes, LLC. All rights reserved.
Date of Last Modification: August 3, 2020