End User Agreement – End User License Agreement(EULA)

End User License Agreement

Last Update: 23th October 2023

This License Agreement is a binding agreement between EnGenius Technologies, Inc. and its affiliates (together, “EnGenius”) and you (“Licensee”) governing your use of EnGenius Cloud.

IMPORTANT: PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY. DOWNLOADING, INSTALLING OR USING ENGENIUS OR ENGENIUS-SUPPLIED SOFTWARE CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. ENGENIUS TECHNOLOGIES, INC. OR ITS SUBSIDIARY ("ENGENIUS") IS WILLING TO LICENSE ITS SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS END USER LICENSE AGREEMENT PLUS ANY ADDITIONAL LIMITATIONS ON THE LICENSE SET FORTH IN A SUPPLEMENTAL LICENSE AGREEMENT ACCOMPANYING THE PRODUCT (COLLECTIVELY THE "AGREEMENT"). BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU ARE BINDING YOURSELF AND THE BUSINESS ENTITY THAT YOU REPRESENT (COLLECTIVELY, "CUSTOMER") TO THE AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THE AGREEMENT, THEN ENGENIUS IS UNWILLING TO LICENSE THE SOFTWARE TO YOU AND YOU MAY NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE. THE FOLLOWING TERMS OF THE AGREEMENT GOVERN CUSTOMER'S ACCESS AND USE OF EACH ENGENIUS OR ENGENIUS-SUPPLIED SOFTWARE ("SOFTWARE"), EXCEPT TO THE EXTENT: (A) THERE IS A SEPARATE SIGNED CONTRACT BETWEEN CUSTOMER AND ENGENIUS GOVERNING CUSTOMER'S USE OF THE SOFTWARE, OR (B) A THIRD PARTY LICENSE AGREEMENT AS PART OF THE INSTALLATION AND/OR DOWNLOAD PROCESS GOVERNING CUSTOMER'S USE OF THE SOFTWARE. TO THE EXTENT OF A CONFLICT BETWEEN THE PROVISIONS OF THE FOREGOING DOCUMENTS, THE ORDER OF PRECEDENCE SHALL BE (1) THE SIGNED CONTRACT, (2) THIRD PARTY LICENSE AGREEMENT, AND (3) THE AGREEMENT.

1. License

Conditioned upon compliance with the terms and conditions of the Agreement, EnGenius grants to Customer a nonexclusive and nontransferable license to use for Customer's internal business purposes the Software and the Document for which Customer has paid the required license fees. "Document" means written information (whether contained in user or technical manuals, training materials, specifications or otherwise) pertaining to the Software and made available by EnGenius with the Software in any manner (including on CD-ROM, or on-line). Customer's license to use the Software shall be limited to, and Customer shall not use the Software in excess of, a single hardware chassis or card or such other limitations as are set forth in the applicable Supplemental License Agreement or in the applicable purchase order which has been accepted by EnGenius and for which Customer has been licensed (the "Purchase Order"). Unless otherwise expressly provided in the Document or any applicable Supplemental License Agreement, Customer shall use the Software solely as embedded in, for execution on, or (where the applicable Document permits installation on non-EnGenius equipment) for communication with EnGenius equipment owned or leased by Customer and used for Customer's internal business purposes. No other licenses are granted by implication, estoppel or otherwise.

2. General Limitations

This is a license, not a transfer of title, to the Software and Document, and ENGENIUS retains ownership of all copies of the Software and Document. Customer acknowledges that the Software and Document contain trade secrets of ENGENIUS or its suppliers or licensors, including but not limited to the specific internal design and structure of individual programs and associated interface information. Except as otherwise expressly provided under the Agreement, Customer shall have no right, and Customer specifically agrees not to: (i) transfer, assign or sublicense its license rights to any other person or entity (other than in compliance with any ENGENIUS relicensing/transfer policy then in force), or use the Software on unauthorized or secondhand ENGENIUS equipment, and Customer acknowledges that any attempted transfer, assignment, sublicense or use shall be void; (ii) make error corrections to or otherwise modify or adapt the Software or create derivative works based upon the Software, or permit third parties to do the same; (iii) reverse engineer or decompile, decrypt, disassemble or otherwise reduce the Software to human-readable form, except to the extent otherwise expressly permitted under applicable law notwithstanding this restriction; (iv) publish any results of benchmark tests run on the Software; (v) use or permit the Software to be used to perform services for third parties, whether on a service bureau or time sharing basis or otherwise, without the express written authorization of ENGENIUS; or (vi) disclose, provide, or otherwise make available trade secrets contained within the Software and Document in any form to any third party without the prior written consent of ENGENIUS. Customer shall implement reasonable security measures to protect such trade secrets. To the extent required by applicable law, and at Customer's written request, ENGENIUS may provide Customer with the interface information needed to achieve interoperability between the Software and another independently created program. Customer shall observe strict obligations of confidentiality with respect to such information and shall use such information in compliance with any applicable terms and conditions upon which ENGENIUS makes such information available.

3. Software, Upgrades and Additional Copies

For purposes of the Agreement, "Software" shall include (and the terms and conditions of the Agreement shall apply to) computer programs, including firmware, as provided to Customer by ENGENIUS or an authorized ENGENIUS reseller, and any upgrades, updates, bug fixes or modified versions thereto (collectively, "Upgrades") or backup copies of any of the foregoing. NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT: (1) CUSTOMER HAS NO LICENSE OR RIGHT TO MAKE OR USE ANY ADDITIONAL COPIES OR UPGRADES UNLESS CUSTOMER, AT THE TIME OF MAKING OR ACQUIRING SUCH COPY OR UPGRADE, ALREADY HOLDS A VALID LICENSE TO THE ORIGINAL SOFTWARE AND HAS PAID THE APPLICABLE FEE FOR THE UPGRADE OR ADDITIONAL COPIES; (2) USE OF UPGRADES IS LIMITED TO ENGENIUS EQUIPMENT FOR WHICH CUSTOMER IS THE ORIGINAL END USER PURCHASER OR LESSEE OR OTHERWISE HOLDS A VALID LICENSE TO USE THE SOFTWARE WHICH IS BEING UPGRADED; AND (3) THE MAKING AND USE OF ADDITIONAL COPIES IS LIMITED TO NECESSARY BACKUP PURPOSES ONLY.

4. Proprietary Notices

Customer agrees to maintain and reproduce all copyright and other proprietary notices on all copies, in any form, of the Software in the same form and manner that such copyright and other proprietary notices are included on the Software. Except as expressly authorized in the Agreement, Customer shall not make any copies or duplicates of any Software without the prior written permission of ENGENIUS.

5. Term and Termination

The Agreement and the license granted herein shall remain effective until terminated. Customer may terminate the Agreement and the license at any time by destroying all copies of Software and any Document. Customer's rights under the Agreement will terminate immediately without notice from EnGenius if Customer fails to comply with any provision of the Agreement. Upon termination, Customer shall destroy all copies of Software and Document in its possession or control. All confidentiality obligations of Customer and all limitations of liability and disclaimers and restrictions of warranty shall survive termination of this Agreement. In addition, the provisions of the sections titled "U.S. Government End User Purchasers" and "General Terms Applicable to the Limited Warranty Statement and End User License Agreement" shall survive termination of the Agreement.

6. Customer Records

Customer grants to EnGenius and its independent accountants the right to examine Customer's books, records and accounts during Customer's normal business hours to verify compliance with this Agreement. In the event such audit discloses non-compliance with this Agreement, Customer shall promptly pay to EnGenius the appropriate license fees, plus the reasonable cost of conducting the audit.

7. Export, Re-Export, Transfer and Use Controls

The Software, Document and technology or direct products thereof (hereafter referred to as Software and Technology), supplied by EnGenius under the Agreement are subject to export controls under the laws and regulations of the United States (U.S.) and any other applicable countries' laws and regulations. Customer shall comply with such laws and regulations governing export, re-export, transfer and use of EnGenius Software and Technology and will obtain all required U.S. and local authorizations, permits, or licenses. EnGenius and Customer each agree to provide the other information, support documents, and assistance as may reasonably be required by the other in connection with securing authorizations or licenses.

8. U.S. Government End User Purchasers

The Software and Document qualify as "commercial items," as that term is defined at Federal Acquisition Regulation ("FAR") (48 C.F.R.) 2.101, consisting of "commercial computer software" and "commercial computer software document" as such terms are used in FAR 12.212. Consistent with FAR 12.212 and DoD FAR Supp. 227.7202-1 through 227.7202-4, and notwithstanding any other FAR or other contractual clause to the contrary in any agreement into which the Agreement may be incorporated, Customer may provide to Government end user or, if the Agreement is direct, Government end user will acquire, the Software and Document with only those rights set forth in the Agreement. Use of either the Software or Document or both constitutes agreement by the Government that the Software and Document are "commercial computer software" and "commercial computer software document," and constitutes acceptance of the rights and restrictions herein.

9. Limited Warranty

The Software is provided "AS IS". This limited warranty extends only to the Customer who is the original licensee. Customer's sole and exclusive remedy and the entire liability of EnGenius and its suppliers under this limited warranty will be (i) replacement of defective media and/or (ii) at ENGENIUS's option, repair, replacement, or refund of the purchase price of the Software, in both cases subject to the condition that any error or defect constituting a breach of this limited warranty is reported to EnGenius or the party supplying the Software to Customer, if different than ENGENIUS, within the warranty period. EnGenius or the party supplying the Software to Customer may, at its option, require return of the Software and/or Document as a condition to the remedy. In no event does EnGenius warrant that the Software is error free or that Customer will be able to operate the Software without problems or interruptions. In addition, due to the continual development of new techniques for intruding upon and attacking networks, EnGenius 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.

10. Restrictions

This warranty does not apply if the Software, Product or any other equipment upon which the Software is authorized to be used (a) has been altered, except by EnGenius or its authorized representative, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by ENGENIUS, (c) has been subjected to abnormal physical or electrical stress, abnormal environmental conditions, misuse, negligence, or accident; or (d) is licensed for , evaluation, testing or demonstration purposes. The Software warranty also does not apply to (e) any temporary Software modules; or (f) any Software for which EnGenius does not receive a license fee.

11. Disclaimer OF Warranty

EXCEPT AS SPECIFIED IN THIS WARRANTY SECTION, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, NON-INTERFERENCE, ACCURACY OF INFORMATIONAL CONTENT, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW AND ARE EXPRESSLY DISCLAIMED BY ENGENIUS, ITS SUPPLIERS AND LICENSORS. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE EXPRESS WARRANTY PERIOD. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, THE ABOVE LIMITATION MAY NOT APPLY. THIS WARRANTY GIVES CUSTOMER SPECIFIC LEGAL RIGHTS, AND CUSTOMER MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. This disclaimer and exclusion shall apply even if the express warranty set forth above fails of its essential purpose.

12. Supplemental End User License Agreement

IMPORTANT: PLEASE READ THIS SUPPLEMENTAL END USER LICENSE AGREEMENT CAREFULLY. This Supplemental End User License Agreement ("SEULA") contains additional terms and conditions for the Software Product licensed under the End User License Agreement ("EULA") between You ("You" as used herein means You and the business entity you represent) and ENGENIUS (collectively, the "Agreement"). Capitalized terms used in this SEULA but not defined will have the meanings assigned to them in the EULA. To the extent that there is a conflict between the terms and conditions of the EULA and this SEULA, the terms and conditions of this SEULA will take precedence.
In addition to the limitations set forth in the EULA on your access and use of the Software, You agree to comply at all times with the terms and conditions provided in this SEULA. DOWNLOADING, INSTALLING, OR USING THE SOFTWARE CONSTITUTES ACCEPTANCE OF THE AGREEMENT, AND YOU ARE BINDING YOURSELF AND THE BUSINESS ENTITY THAT YOU REPRESENT (COLLECTIVELY, "CUSTOMER") TO THE AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THE AGREEMENT, THEN ENGENIUS IS UNWILLING TO LICENSE THE SOFTWARE TO YOU AND YOU MAY NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE.

For purposes of this SEULA, the product You have ordered or enabled is any of the following software products and/or the referenced functionality (the "Software"): EnGenius SecuPoint VPN Client for Windows/macOS/iOS/Android

Definitions: For purposes of this SEULA, the following definitions apply:
(1) "Administrator Guide" means the ENGENIUS SecuPoint VPN Client guidance for the applicable ENGENIUS product or service.
(2) "Authorized User" means an End User that has been authorized by You to use the Software. An Authorized User may use the Software on one or more Endpoints provided that such Authorized End User is the dedicated user of each such Endpoint.
(3) "Device" means an Endpoint or other devices using the Software.
(4) "Endpoint" means a computer, smartphone or other mobile device used by an End User in conjunction with any of the Software.
(5) "End User" means your employee or a third party authorized by You to use the Software licensed under this Agreement.
(6) "Non-personal Information" means technical and related information that is not Personal Information, including, but not limited to the operating system type and version; file metadata and identifiers such as SHA-256 values; network host data; origin and nature of malware; Endpoint GUIDs (globally unique identifiers); Internet Protocol ("IP") addresses; MAC addresses; log files; the types of software or applications installed on a network or an Endpoint; and any aggregate or demographic data such as cookies, web logs, web beacons, and other similar applications.
(7) "Personal Information" means any information that can be used to identify an individual and may include an individual's name, address, email address, phone number, payment card number, and user name.
(8) "Unattended Endpoint" means an Endpoint used in conjunction with any of the Software for which there is no dedicated End User.

13. License Terms and Conditions

13-1. License
Conditioned upon compliance with the terms and conditions of the Agreement, ENGENIUS grants to You a nonexclusive, non-transfer and non-sublicense license to allow Devices to use the Software for your internal business purposes. Your right to use the Software is limited to that number of Authorized End Users, plus that number of Unattended Endpoints. In order to use the Software You may be required to input a registration number or product authorization key and register your copy of the Software online at ENGENIUS's website to obtain the necessary license key or license file. You should refer to the Administrator Guide or other applicable Document for the applicable features for the Software You have licensed. This SEULA will apply to ENGENIUS SD-WAN VPN Client and any subsequent versions thereto unless a different SEULA is adopted for such subsequent versions.

13-2. Permitted Third Party Use
You may copy and distribute the Software to your third party business partners and customers from a password protected software download site, solely and exclusively for the purposes of accessing your Devices, provided that You shall remain solely responsible for compliance with the Agreement by each such third party, and each such distribution of the Software to a third party is accompanied by a copy of the Agreement. In the event of termination of the Agreement, You must use commercially reasonable efforts to notify all third parties to whom You have distributed the Software that their rights of access and use of the Software has also terminated.

13-3. License Term
Unless You purchase a perpetual license which will only be permitted in limited instances for certain Software, your license is a term-based subscription to use the Software for a defined period of time as indicated in our website or any otherwise shown in applicable Document. The subscription term is subject to the termination provisions under the EULA. You must renew each subscription license before the subscription expiration date for continued authorized use of the Software. If a subscription term expires without renewal, then your right and license to use the Software automatically terminates. Additionally, certain Software features and services may cease operation if You do not renew your subscription.

13-4. Rules
If ENGENIUS provides You with application IDs, signatures or rules for use with any Software (collectively, the "Rules"), then such Rules, and all modifications and updates thereto, are provided on an "AS IS" basis without warranty of any kind, either expressed or implied, including, without limitation, warranties that the Rules are free of defects, merchantable, fit for a particular purpose, error-free or non-infringing.

14. Technical Support

For Software licensed on a subscription basis, You will also receive ENGENIUS Software Application Support plus Upgrades (SASU) as part of the subscription. For Software licensed on a perpetual basis, You must separately purchase a support contract to receive maintenance and technical support. ENGENIUS will not provide technical support services directly to your End Users or to any third party business partner or customer that is authorized to use the Software.

15. Consent to Data Collection and Privacy

15-1. Data Collection and Processing. ENGENIUS may, as part of your use of the Software and/or the provision of services by ENGENIUS, collect, retain, and use Non-Personal Information and specific identifiable data about You, your network and your Endpoints (e.g., Endpoint IDs, IP addresses, location, content, etc.). Some of this specific identifiable data may contain Personal Information. ENGENIUS also may transfer data so collected to ENGENIUS's offices and subsidiaries in the United States and other countries where ENGENIUS or its service providers have facilities.

15-2. Purpose of Data Collection and Processing. The data ENGENIUS collects from the Software is necessary for the essential use and functionality of the Software (e.g. device tracking, access control, data and traffic analysis, threat detection, malware and conduct-related analysis, etc.), and is also used by ENGENIUS to provide associated services and to improve the operation and functionality of the Software. For these reasons You may not be able to opt out from some of this data collection other than by uninstalling or disabling the Software. You may have the ability, however, to configure the Software to limit some of the data that can be collected, as described in the Document.

15-3. Consent to Data Collection and Use. By using the Software and/or subscribing to related ENGENIUS-provided services and accepting these terms, You agree to the collection, use, transfer, backup, and storage of your Personal Information and other data by ENGENIUS and its service providers. ENGENIUS will not process this information other than in accordance with ENGENIUS's Privacy Policy (identified in section 4 below). You also agree that ENGENIUS and its service providers may, as part of your use of the Software and the provision of related services by ENGENIUS, transfer, copy, backup and store your Personal Information and other data in the United States, Europe, or other countries or jurisdictions outside your own where data protection standards may be different.

15-4. Privacy Policy. By entering into this Agreement, You agree that ENGENIUS's Privacy Policy, as it exists at any relevant time, applies to you. The most current Privacy Policy can be found at:https://www.engenius.ai/privacy-policy

16. Support Information

ENGENIUS products may include software licensed (or sublicensed) under the GNU General Public License, Version 2 of March 1991 ("GPL") or other open source software license that, among other rights, allows the user to use, copy, modify and redistribute the module or portions thereof and may also require disclosure of attribution and access to the source code. It is required that for any open source software covered by the GPL (distributed to someone in executable binary format), these users also have access to the source code. For any open source software covered by the GPL, the source code is available in machine-readable format or in a download package. If any open source software license that requires ENGENIUS to provide rights to use, copy or modify any open source software program more broadly than those granted in this Agreement, such rights shall prevail over the rights and restrictions in this Agreement. ENGENIUS reserves the right to charge a small fee for providing source code under the GPL license. To obtain full complete source code, please send your written request “General Public License Source Code Request”, to EnGenius Technologies, Inc., 9F, Building B, No.209, Sec. 1, Nangang Rd., Nangang Dist., Taipei City 115, Taiwan. You must also provide the following information: (a) name, (b) address, (c) phone number, (d) email address, ( e) Product purchased (if applicable), (f) Product serial number (if applicable). To the extent permitted by applicable law, these open source are provided without any warranty, and are provided "as is" without warranty of any kind, either express or implied. In no event will the copyright holders of the open source software be liable to you for any damages, including any special, incidental, or consequential damages arising out of the use or inability to use.

End User License Agreement

End User License Agreement

This License Agreement is a binding agreement between EnGenius Technologies, Inc. and its affiliates (together, “EnGenius”) and you (“Licensee”) governing your use of EnGenius Cloud.

1. License

2. General Limitations

3. Software, Upgrades and Additional Copies

4. Proprietary Notices

5. Term and Termination

6. Customer Records

7. Export, Re-Export, Transfer and Use Controls

8. U.S. Government End User Purchasers

9. Limited Warranty

10. Restrictions

11. Disclaimer OF Warranty

12. Supplemental End User License Agreement

13. License Terms and Conditions

14. Technical Support

15. Consent to Data Collection and Privacy

16. Support Information

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