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End User License Agreement (EULA)
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THE FOLLOWING DESCRIBES THE TERMS ON WHICH
Digi-Lumen Technologies OFFERS YOU
ACCESS TO OUR SERVICES.
This End User License Agreement (this “EULA”) constitutes
an agreement between you and Digi-Lumen Technologies, LLC (“we” or “us”)
and governs your use of the SentryMDU suite of Mobile applications and the
SentryMDU Client/Server Desktop Companion Suite, as defined below. The SentryMDU
family of Mobile applications and the SentryMDU Client/Server Desktop Companion
are collectively referred to in this EULA as “SentryMDU”. This EULA
will also be deemed to include any additional payment terms and other requirements
set forth on the download page and any required terms or conditions specified by
the application store through which you purchase our products.
By downloading, installing or using SentryMDU, you acknowledge that you
have read, understood, and agree to be bound by and comply with this EULA. If you
do not agree to the terms and conditions of this EULA, you are not entitled to use SentryMDU.
This Agreement was last modified on December 5, 2017.
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1.0 BACKGROUND
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SentryMDU allows you to transmit and receive audio, video, location
data and sensor data related to real-world environments and situations,
incorporating content that you provide and content that we and other
Third Party suppliers provide.
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2.0 DEFINITIONS
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(a) “SentryMDU Client/Server Desktop Companion” means
the executable code version of a software application provided by us
for use with certain personal computing devices running the Microsoft
Windows operating systems and comprising: (i) software designed to enhance
the user's ability to monitor, track and control remote devices; (ii) any
associated documentation and services furnished by us; (iii) any of Our
Content; and (iv) any updates, upgrades, versions, modifications, derivative
works or revisions of the foregoing that we may furnish from time to time
in our sole discretion.
(b) “Intellectual Property Rights” means, collectively, all
trademarks, service marks, trade dress, logos, copyrights and rights of
authorship; all applications, registrations, derivative works and renewals
relating to the preceding items; all database rights, moral rights, inventions,
rights of inventorship, rights of publicity and privacy, trade secrets,
know-how and rights under unfair competition and unfair trade practices laws;
and all other worldwide intellectual and industrial property rights related thereto.
(c) “Our Content” means any images, photos, effects, graphics,
data, scenarios, text, videos, multimedia content or other materials provided
by us by means of SentryMDU for use in connection with our software or hardware products.
(d) “SentryMDU Mobile” means the executable code version of a
software application provided by us for use with certain mobile and other
computing devices running the Google Android operating system and comprising:
(i) software designed to monitor, track and control remote devices; (ii) any
associated documentation and services furnished by us; (iii) any of Our Content;
and (iv) any updates, upgrades, versions, modifications, derivative works or
revisions of the foregoing that we may furnish from time to time in our sole discretion.
(e) “Screen Layout” means any real or virtual media display or other
content created by means of SentryMDU.
(f) “Your Content” means any images, photos, effects, graphics,
data, scenarios, text, videos, multimedia content or other materials provided
by you by means of SentryMDU for use in connection with a SentryMDU hardware
product or software application.
(g) “Third Party” means other content providers that supply
Satellite and Map imagery that is used in the SentryMDU suite of products.
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3.0 LICENSES
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(a) Our License to You. Subject to all of the terms and
conditions herein, including your payment of the purchase price for
the applicable SentryMDU product license, we grant you a non-exclusive,
perpetual, revocable right and license, without a right to assign or sublicense,
for both personal and commercial purposes, to: (i) install and use to monitor and
control remote devices, (x) one copy of SentryMDU Mobile on a single mobile
computing device that you own or control, and (y) one copy of the SentryMDU
Client/Server Desktop Companion on a single computing device that you own or
control (if purchased and applicable); (ii) to incorporate Your Content and Our
Content into such Screen Layouts by means of SentryMDU; and (iii) to modify,
review, use and display Screen Layouts that you create. All rights that we do
not expressly grant in this EULA are reserved by us.
(b) Your License to Us. You grant to us and our affiliates, successors, assigns
and/or sublicensees a perpetual, irrevocable, royalty-free, worldwide, assignable,
transferrable, non-exclusive right and license to reproduce, display, transmit, modify,
publish, create derivative works from and otherwise use any of Your Content, in any
formats or media now known or hereafter devised, for the purposes of providing you
with and/or promoting our services. If we believe at any time, in our sole discretion,
that your use of SentryMDU or a Screen Layout breaches any provision of this EULA
or could give rise to legal liability, we have the right to require that you cease
to use SentryMDU and/or the applicable Screen Layout.
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4.0 USER CONDUCT
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You represent, warrant and agree that you will not:
(a) violate, defeat or circumvent, or attempt to violate,
defeat or circumvent, the security of SentryMDU or any of our websites, software or equipment;
(b) reverse engineer, modify, decompile or disassemble any portion of SentryMDU;
(c) copy, distribute, redistribute, encumber, sell, rent, lease, sublicense
or otherwise transfer SentryMDU or any Screen Layout without our specific written authorization;
(d) remove or alter any trademark, logo, copyright or other proprietary notices,
legends, symbols or labels in SentryMDU or any Screen Layout; or
(e) use SentryMDU or any Screen Layout in a manner that, or provide any
content in connection with SentryMDU or any Screen Layout that:
- violates any applicable laws, rules, orders, ordinances, regulations,
statutes, requirements, codes and/or executive or judicial orders of any
international, national, state, municipal or other governmental authorities;
- is harmful, threatening, harassing, discriminatory, tortious,
libelous, defamatory, vulgar, obscene, pornographic or otherwise objectionable;
- is intended or likely to promote or facilitate, or aid in any conspiracy
or planning in connection with: damage to, or destruction of, property; injury,
harm or death of persons; violence; acts of war or terrorism; or creation of
any civil disturbance;
- invades another's right of privacy or publicity; or
- infringes, misappropriates or violates any Intellectual Property Rights.
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5.0 PROPRIETARY RIGHTS
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As between you and us, subject to the licenses granted in this
EULA: (a) we own all Intellectual Property Rights in SentryMDU,
including Our Content; and (b) you own all Intellectual Property Rights
in Your Content; and (c) Third Parties own all Intellectual Property
Rights in their content (ie Satellite and Map imagery).
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6.0 LINKS
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SentryMDU may contain links to websites that we do not operate.
We are not responsible for the content of any such websites, and you
should direct any concerns regarding such websites to their respective
site administrators or webmasters.
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7.0 REPRESENTATIONS AND WARRANTIES
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You represent and warrant that: (a) you own all Intellectual
Property Rights in Your Content and have the right to provide Your
Content to SentryMDU for use in creating a Screen Layout and as otherwise
contemplated herein; and (b) you are at least eighteen (18) years old;
and (c) if you are under eighteen (18) years old you are operating SentryMDU
with the full approval, authorization and guardianship of a liable adult
(or Entity) that accepts responsibility for your activities and this EULA has been executed by them.
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8.0 INDEMNITY
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You agree to indemnify, defend and hold harmless us and our affiliates,
and all officers, directors, owners, agents, or licensors thereof
(collectively, the “Indemnified Parties”) from and against any and all
liability and costs, including reasonable attorneys' fees, incurred by the
Indemnified Parties in connection with any claim arising out of Your Content,
your creation or use of a Screen Layout, your monitoring and control activities
of SentryMDU, or any breach by you or any user of your account of this EULA,
including any representation or warranty herein. You shall cooperate as fully
as reasonably required in the defense of any such claim. We reserve the right,
at our own expense, to assume the exclusive defense and control of any matter
subject to indemnification by you.
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9.0 DISCLAIMER
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YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF SentryMDU
AND ANY Screen Layout AND ANY RELIANCE THEREON. SentryMDU, OUR CONTENT,
AND ANY Screen Layouts GENERATED THEREWITH ARE PROVIDED “AS IS” WITHOUT
REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED,
INCLUDING WARRANTIES OF TITLE, NON-INFRINGEMENT, OR IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITATION OF
THE FOREGOING, WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT SentryMDU SHALL
BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY Screen Layout WILL HAVE PREDICTIVE
CAPABILITY WHEN APPLIED TO A SPECIFIC SET OF FACTUAL CIRCUMSTANCES. SentryMDU
AND ANY Screen Layouts ARE PROVIDED FOR EDUCATIONAL AND INFORMATIONAL PURPOSES ONLY.
YOU MAY NOT USE OR RELY ON SentryMDU OR ANY Screen Layouts IN SITUATIONS WHERE
PERSONAL INJURY, DEATH OR PROPERTY DAMAGE MAY OCCUR.
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10.0 LIMITATION OF LIABILITY
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IN NO EVENT SHALL WE OR ANY OF OUR AFFILIATES BE LIABLE FOR ANY
INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES
ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF, DELAY IN USING,
OR INABILITY TO USE SentryMDU OR ANY Screen Layouts. OUR LIABILITY FOR ANY
DIRECT DAMAGES SHALL BE LIMITED TO THE AMOUNT OF FEES YOU HAVE PAID FOR THE
SentryMDU PRODUCT GIVING RISE TO SUCH LIABILITY.
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11.0 CLASS ACTION WAIVER
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YOU AND WE AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY
DISPUTE IN CONNECTION WITH SentryMDU, ANY Screen Layouts OR THIS EULA WILL
BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND THAT NEITHER YOU NOR WE WILL
SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A
COLLECTIVE ACTION, A PRIVATE ATTORNEY-GENERAL ACTION, OR IN ANY PROCEEDING IN
WHICH YOU OR WE ACT OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY, AND THAT
NO SUCH PROCEEDINGS WILL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER
PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF YOU, US, AND ANY OTHER PARTIES
TO ANY SUCH PROCEEDING.
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12.0 EXPORT CONTROLS
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You acknowledge that the laws and regulations of the United States
restrict the export and re-export of commodities and technical data of
United States origin. You agree that you will not export or re-export
SentryMDU or any Screen Layout in violation of the laws of the United
States or any foreign jurisdiction. You represent and warrant that you
are not (a) a national or resident of any country to which the United
States has embargoed goods, or (b) on the United States Treasury
Department's list of Specially Designated Nationals or the U.S. Commerce
Department's Table of Denial and Prohibition Orders. You agree to comply
with all export and import laws and restrictions and regulations of the
United States or any foreign nation, and not to export, re-export or
import SentryMDU or any Screen Layouts in violation of such restrictions,
laws or regulations.
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13.0 PRIVACY
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Your use of SentryMDU is subject to our privacy policy, the provisions
of which are incorporated into this EULA by this reference. By using
SentryMDU, you acknowledge and consent to our collection, storage, sharing
and use of information as set forth in the Privacy Policy.
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14.0 COMMUNICATIONS
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From time-to-time, we will send out email communication to inform
customers about news, updates, and new features or products. By accepting
this EULA, you grant us permission to contact you in this capacity. However,
with all emails we send, you will have the opportunity to “opt-out”, meaning
decline any further communication.
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15.0 DIGITAL MILLENNIUM COPYRIGHT ACT
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If you believe that SentryMDU infringes on your copyright, please
forward the following information to: Digi-Lumen Technologies, LLC, Attn: Legal
Department, 322 NE Debell Ave., Bartlesville, OK 74006.
(a) Your address, telephone number, and email address;
(b) A description of the copyrighted work that you claim has been infringed;
(c) A description of where the alleged infringing material is located;
(d) A statement by you that you have a good faith belief that the disputed
use is not authorized by you, the copyright owner, its agent, or the law;
(e) An electronic or physical signature of the person authorized to act on
behalf of the owner of the copyright interest; and
(f) A statement by you, made under penalty of perjury, that the above information in your notice is
accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
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16.0 MISCELLANEOUS
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(a) Termination. Either party may terminate this EULA if the other
party is in breach of any provision hereof; however, all of the provisions
hereof, except for the license grants set forth in paragraph 3(a) above,
shall survive such termination.
(b) Relationship. No joint venture, partnership, employment or agency
relationship exists between you and us as a result of this EULA and/or
your use of SentryMDU.
(c) Entire Agreement. This EULA represent the entire agreement between
you and us with respect to the subject matter hereof, and supersedes any
and all prior understandings, statements or representations, whether
electronic, oral or written, regarding Services.
(d) Assignment and Waiver. We may assign this EULA at our discretion.
You may not assign this EULA without our prior written consent. No waiver
of any obligation or right of either party shall be effective unless in writing,
executed by the party against whom it is being enforced.
(e) Law and Jurisdiction. This EULA shall be governed by the laws of the United
States of America and the State of Oklahoma, without regard to conflict of laws
rules, and you hereby give your consent to have any action or dispute between
you and us resolved exclusively within the jurisdiction of the state or federal
courts located in the City of Bartlesville, in the State of Oklahoma.
(f) Equitable Relief. In addition to money damages, we shall be entitled to
seek equitable relief where appropriate if you breach any of the terms or conditions of this EULA.
(g) Severability. The terms and conditions of this EULA are severable and
may be construed to the extent of their enforceability in light of the parties' mutual intent.
(h) Construction. The titles and subtitles in this EULA are used for convenience
only and are not to be considered in construing it. First person plural references
herein such as “us”, “we” and “our” refer to Digi-Lumen Technologies, LLC.
Second person references herein such as “you” and “yours” refer to
the end-user who downloaded SentryMDU. Words such as “include” or “including”
herein mean “include without limitation” or “including without limitation”, respectively.
(i) Notices. Notices to us shall be sent by email to Notices@digi-lumen.com
or by U.S. mail or reputable courier service to Digi-Lumen Technologies, LLC,
Attn: Legal Department, 322 NE Debell Ave., Bartlesville, OK 74006.
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