intellectual property

The Software and associated documentation and all worldwide copyrights, trade secrets, and other intellectual property rights therein are the exclusive property of PoEWit and its licensors. PoEWit and its licensors reserve all rights in and to the Software not expressly granted to you in this EULA. The Software is licensed, not sold to you, under this EULA. There are no implied licenses in this EULA. All suggestions or feedback provided by you to PoEWit with respect to the Software shall be PoEWit's property.

open source

Certain items of independent, third-party code may be included in the Software that are subject to the GNU General Public License ("GPL") or other open source licenses ("Open Source Software"). The Open Source Software is licensed under the terms of the license that accompanies such Open Source Software. Nothing in this EULA limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for such Open Source Software. In particular, nothing in this EULA restricts your right to copy, modify, and distribute such Open Source Software that is subject to the terms of the applicable license. More information about open source can be found at www.poewit.com/legal.  

fees and payment

We may require payment of fees for certain features of the Services. You may elect, but are not obligated, to subscribe to such features. If you elect to subscribe to such features, you shall pay the fees described within such features. We may change the prices and institute new charges after providing ten days prior notice to you. This notice may be delivered by email to you or by posting it on the Services. Your continued use of the features following such notification constitutes your acceptance of any change to the fees.

changes to service

The Services may change over time, as we improve them. At any time, we may temporarily or permanently modify, suspend, discontinue, or restrict access to all or part of the Services and/or any related software, facilities, and services, with or without notice and/or to establish general guidelines and limitations on their use. Some such changes to the Services may render certain hardware devices, third-party services, configurations, or software setups inoperable. We may make such changes at our sole discretion and with or without notice.

term and termination

This EULA and the license granted hereunder are effective on the date you first purchase the Software or Product and shall continue for as long as you lease the Product, unless this EULA is terminated earlier as provided under this section. PoEWit may terminate this EULA at any time if you fail to comply with any terms hereof or fail to pay any fees when due to PoEWit. You may terminate this EULA effective immediately upon written notice to PoEWit and within the terms outlined. Upon termination, you agree to immediately cease using and destroy all copies of the Software.

disclaimer of warranty

NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, POEWIT PROVIDES THE SOFTWARE "AS IS" WITHOUT WARRANTY OF ANY KIND UNLESS EXPRESSLY STATED OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, POEWIT FURTHER DISCLAIMS ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY POEWIT OR A POEWIT AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. POEWIT MAKES NO WARRANTY THAT THE SOFTWARE WILL BE FUNCTIONAL, UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL CODE, TIMELY, SECURE, OR ERROR-FREE.

license rights, use restrictions and maintenance

PoEWit reserves all rights not expressly granted to you in this EULA. Without limiting the generality of the foregoing, you shall not (except to the limited extent expressly permitted by applicable law): (a) copy, modify, rent, lease, sell, distribute, use as a service provider for third parties or other similar type of environment, sublicense, translate, or reprogram the Software or any portion thereof; (b) timeshare the Software, make the Software available to others on the Internet or any on-line service, or allow others to copy, access or use the Software; (c) reverse engineer, decompile, or disassemble the Software; (d) use any individual component of the Software in a standalone mode; (e) create derivative works based upon the Software; (f) use the Software to perform any activity that is or may be, directly or indirectly, unlawful, harmful, threatening, abusive, harassing, tortuous, or defamatory, nor to perform any activity that breaches the rights of any third party; (g) take any actions that would cause the Software to become subject to any open source or quasi-open source license agreement not otherwise applicable; or (h) transfer the Software or your license rights under this EULA, in whole or in part.

IN ADDITION, IN NO EVENT DOES POEWIT AUTHORIZE YOU OR ANYONE ELSE TO USE THE SOFTWARE WHERE THE SOFTWARE'S FAILURE TO PERFORM CAN REASONABLY BE EXPECTED TO RESULT IN SIGNIFICANT PHYSICAL INJURY, OR IN LOSS OR PROPERTY, OR IN LOSS OF LIFE. ANY SUCH USE IS ENTIRELY AT YOUR OWN RISK, AND YOU AGREE TO INDEMNIFY AND HOLD POEWIT HARMLESS FROM ANY AND ALL CLAIMS OR LOSSES RELATING TO SUCH UNAUTHORIZED USE.                  

PoEWit may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Software ("Updates"). You acknowledge that you may be required to install Updates to use the Software and you agree to promptly install any Updates PoEWit provides. In addition, you acknowledge that PoEWit may update the Software without requiring any additional consent or action from you, and you consent to PoEWit automatically updating the Software, as described above by connecting to the PoEWit server. If you do not wish to receive such Updates, your remedy is to discontinue using the applicable Internet services in conjunction with the Software or discontinue using the Software.

limitation of liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY BUT SUBJECT TO THE LAST SENTENCE OF THIS SECTION, (A) POEWIT WILL NOT BE LIABLE TO YOU, OR ANY THIRD PARTY, FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS OR INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES RELATING TO THE SOFTWARE OR THIS EULA, EVEN IF POEWIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) POEWIT'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THE SOFTWARE AND THIS EULA, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL NOT EXCEED IN THE AGGREGATE THE PORTION OF THE FEES THE PAID FOR THE SOFTWARE DURING THE SIX MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY OR REPLACEMENT OF DEFECTIVE MEDIA OR PROVISION OF A REASONABLY SIMILAR PRODUCT, AS DETERMINED IN POEWIT'S SOLE DISCRETION. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. POEWIT DISCLAIMS ALL LIABILITY OF ANY KIND OF POEWIT'S SUPPLIERS, DISTRIBUTORS, DEALERS, THIRD PARTY SERVICE TECHNICIANS AND INSTALLERS. POEWIT IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT PROVIDED BY YOU OR A THIRD PARTY THAT IS ACCESSED THROUGH THE PRODUCT AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE IN SUCH JURSIDICTIONS.

your indemnification of poewit

You agree to defend, indemnify and hold harmless PoEWit, and its officers, directors, employees, consultants, agents, and other representatives, from and against any and all suits, claims, actions, proceedings, damages, demands, injuries, liabilities, losses, costs and expenses (including reasonable attorneys' fees), arising from or related to: (a) your negligence or willful misconduct; (b) your use of the Software; (c) your breach of any of your representations, warranties, obligations, or covenants in this Agreement; and (d) your use of Third-Party Content, defined below.

third party content

The software may give you the ability to access content, such as music or video services, television or other material, controlled or provided by third parties ("Third-Party Content"). Your right to use the Software is subject to the terms of any licenses relating to such technology and data, which are hereby incorporated in this EULA by this reference. You understand and acknowledge that: (a) Third-Party Content providers may restrict or revoke your access to their content at any time; (b) PoEWit is not responsible for and has no editorial control over any Third-Party Content, and PoEWit does not sponsor or endorse any such content; and (c) PoEWit has no control over the distribution of Third-Party Content. You agree that PoEWit will have no liability to you or to any third parties, including without limitation to anyone else who uses your PoEWit System, with regard to any Third-Party Content. You also agree and declare that any and all Third-Party Content accessed or transferred by you or your guests using the Software, Services or the Products are for personal, non-commercial use and will not be used to illegally copy, display or otherwise make use of Third-Party Content without authorization from the appropriate rights holder. Unauthorized copying or distribution of copyrighted or trademarked work or marks may constitute an infringement of the copyright or trademark holders' intellectual property rights. PoEWit reserves the right to terminate your account if you infringe or may infringe (in PoEWit's reasonable discretion) upon the intellectual property rights of others. In addition, steps intended to defeat or bypass security measures designed to prevent infringement of the intellectual property rights of others may be illegal under U.S. law or comparable foreign laws. PoEWit reserves the right to terminate your account if you develop or use any method to defeat or bypass such security measures and to take any other necessary or appropriate action to prevent infringement of the intellectual property rights of others.

dealers are independent contractors
not agents of poewit

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You are required to purchase your PoEWit System or Products from an independent PoEWit dealer or distributor (hereafter referred to simply as “dealer”) authorized to sell such Product and by purchasing such Product you acknowledge that your selection of such dealer or distributor is at your independent discretion and choice. You are responsible to select a competent dealer that meets your expectations. Such dealer may offer additional installation, configuration or ongoing maintenance services. You acknowledge that your dealer is an independent service provider and is not an employee, partner, joint venture, or agent of PoEWit, and has no right to bind PoEWit legally or otherwise make commitments on behalf of PoEWit. While such dealers receive training regarding PoEWit Products, PoEWit has no control over the actions of its dealers and will have no responsibility or liability for the acts or omissions of your dealer, and PoEWit hereby expressly disclaims any such responsibility or liability. Any disputes, which may arise between you and your dealer, are to be resolved between you and your dealer.

You agree to allow PoEWit to share collected information and data about your network, system and associated products with your dealer in order to provide improved technical, product and software support through PoEWit’s cloud applications and other similar remote monitoring services.

restricted rights

The Software is commercial in nature, and is a "Commercial Item," as that term is defined in 48 C.F.R.§2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are defined in 48 C.F.R. §252.227-7014(a)(5) and 48 C.F.R. §252.227-7014(a)(1), and used in 48 C.F.R. §12.212 and 48 C.F.R. 227.7202, as applicable. Pursuant to 48 C.F.R. §12.212, 48 C.F.R.§252.227-7015, 48 C.F.R. §227.7202 through 227.7202-4, 48 C.F.R. §52.227-19, and other relevant sections of the Code of Federal Regulations, as applicable, the Software and all related publications, commercial computer software, and commercial computer software documentation are distributed and licensed to United States Government end users, if at all, with only those rights as granted to all other end users, according to the terms and conditions contained in this EULA.

export controls

You agree to comply with all export and import laws and restrictions and regulations of any applicable United States or foreign agency or authority, and not to export, re-export or import the Software or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary approvals. For example, you may not export or re-export any commodities, software, or technical data received from PoEWit, or any direct product of such commodities, software or technical data, to any proscribed country, party, or entity listed in the applicable laws, regulations, and rules of the U.S. government, or any applicable foreign governmental authority, unless properly authorized. As applicable, you and PoEWit each shall obtain and bear all expenses and responsibility relating to any necessary EULAs and/or exemptions with respect to its own export or re-export of the Software. The information regarding export laws set forth herein is not necessarily complete, and you should refer to the relevant governmental authority for more information.

miscellaneous

This EULA constitutes the entire agreement between you and PoEWit concerning the subject matter hereof, and may only be modified by a written amendment signed by you and an authorized executive (Vice President or higher) of PoEWit. (b) Except to the extent that applicable law (if any) provides otherwise, this EULA shall be governed by the laws of the State of Florida, excluding its conflict of law provisions. (c) You expressly agree that jurisdiction for any claim or dispute arising from the use of the Software resides in the federal and state courts of the State of Florida and you consent to the personal jurisdiction thereof. (d) This EULA shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. (e) YOU AND POEWIT EACH HEREBY UNCONDITIONALLY WAIVE YOUR AND ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING DIRECTLY OR INDIRECTLY OUT OF, RELATED TO, OR IN ANY WAY CONNECTED WITH THE PERFORMANCE OR BREACH OF THIS AGREEMENT, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN YOU AND POEWIT. The scope of this waiver is intended to be all encompassing of any and all disputes that may be filed in any court or other tribunal (including, without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims).   

 THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS, OR MODIFICATIONS TO THIS AGREEMENT, AND RELATED DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS TRANSACTION OR ANY RELATED TRANSACTION. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court. (f) If any part of this EULA is held invalid or unenforceable, that part shall be construed to reflect the parties' original intent, and the remaining portions remain in full force and effect, or PoEWit may at its option instead terminate this EULA. (g) The controlling language of this EULA is English. If you have received a translation into another language, it has been provided for your convenience only. (h) A waiver by either party of any term or condition of this EULA or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. (i) You may not assign or otherwise transfer by operation of law or otherwise this EULA or any rights or obligations herein. PoEWit may assign this EULA to any entity at its sole discretion. (j) This EULA shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns. (k) Neither party shall be in  default or be liable for any delay, failure in performance (excepting the obligation to pay) or interruption of service resulting directly or indirectly from any cause beyond its reasonable control.