Moxa End-User License Agreement

For ViewCom

This Moxa End-User License Agreement (“Agreement”) governs your use of ViewCom (“Software”) provided by Moxa Inc., or any one of its subsidiaries or affiliated companies (collectively referred to as “Moxa"). Installing or using any part of the Software indicates your acceptance of this Agreement. If you do not agree to this Agreement, you must immediately cease using any part of the Software along with all related documentation, if any, and return them with your receipt to the place you obtained them. Moxa reserves the right to change, modify, add or delete provisions in this Agreement.

LICENSE. Subject to the terms of this Agreement, Moxa grants you a limited, revocable, non-exclusive, non-sublicensable, and non-transferrable license to access and use the Software solely for monitoring and managing the use of Moxa products and in accordance with this Agreement. Except as provided herein, you obtain no rights under this Agreement from Moxa, Moxa’s affiliates or Moxa’s licensors to the Software, including any related intellectual property rights. Some software (including machine images), data, text, audio, video or images may be provided to you under a separate license (“Third-Party Content”), such as the Apache License, Version 2.0, or other open source license. In the event of a conflict between this Agreement and any separate license, the separate license will prevail with respect to such Third-Party Content that is the subject of such separate license.

LIMITATIONS OF USE. You shall not use the Software in any manner or for any purpose other than as expressly permitted by this Agreement. You shall not (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of the Software (except to the extent Third-Party Content included in the Software is provided to you under a separate license that expressly permits the creation of derivative works), (b) reverse engineer, disassemble, or decompile the Software or apply any other process or procedure to derive the source code of the Software, or (c) resell, sublicense, assign, or otherwise transfer the Software or related documentation. 

INDEMNIFICATION. You will defend, indemnify, and hold harmless Moxa, its affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any damage or loss arising out of or relating to any third-party claim concerning: (a) your use of the Software, or (b) breach of this Agreement or violation of applicable law by you. You will reimburse Moxa for reasonable attorneys’ fees, as well as its employees’ and contractors’ time and materials spent responding to any third party subpoena or other compulsory legal order or process associated with third party claims described in (a) and (b) above. 

LIMITED WARRANTY. THE SOFTWARE ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, MOXA AND ITS AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SOFTWARE, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, AND (III) THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS.

LIMITATION OF LIABILITY. MOXA AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER MOXA NOR ANY OF ITS AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SOFTWARE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE SOFTWARE; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR DATA. IN ANY CASE, MOXA AND ITS AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID BY YOU TO MOXA FOR THE SOFTWAR. THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

TERM AND TERMINATION. You may terminate this Agreement at any time by destroying the Software and related documentation and the authorized backup copy. Moxa may terminate this Agreement for any reason by providing you at least 30 days’ advance notice. Moxa may also terminate this Agreement immediately upon notice to you if (a) Moxa’s relationship with a third-party partner who provides software or other technology for Moxa to provide the Software expires, terminates or requires Moxa to change the way it provide the software or other technology as part of the Software, or (b) in order to comply with the law or requests of governmental entities. Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party. Any terms and conditions of this Agreement that by their nature or otherwise reasonably should survive termination, cancellation or other expiry of this Agreement shall survive any termination, cancellation or other expiry of this Agreement.

GOVERNING LAW. This Agreement shall be governed and interpreted in accordance with the laws of Taiwan, without giving effect to choice of law principles. Any disputes arising under or in connection with this Agreement shall be subject to the venue and jurisdiction of Taipei District Court, Taiwan as the court of first instance.

PRIVACY STATEMENT. Moxa implements reasonable and appropriate measures designed to protect the security and privacy of your personal data. Please review Moxa Privacy Statement on Moxa’s website: https://www.moxa.com/en/privacy-policy, which governs the use of personal data. All internet use is subject to security vulnerabilities. You shall implement all necessary security measures to ensure the protection and privacy of personal information and to protect the Software.

