INNOLYTIX™ SOFTWARE INSTALLER

End-User License Agreement (EULA)

Innolytix IS1100 Software
Innosen Ltd.

IMPORTANT – PLEASE READ CAREFULLY
This End-User License Agreement (“Agreement”) is a legally binding contract between you (either an individual or a legal entity) (“Licensee”) and Innosen Ltd. (“Licensor”) governing your use of the Innolytix IS1100 software product, including any associated media, printed materials, and online or electronic documentation (collectively, the “Software”).

By installing, copying, or otherwise using the Software, Licensee acknowledges that Licensee has read, understood, and agrees to be bound by the terms and conditions of this Agreement. If Licensee does not agree to the terms of this Agreement, Licensee must not install or use the Software and must promptly delete or destroy all copies.

1. LICENSE GRANT

Subject to the terms and conditions of this Agreement, Licensor hereby grants Licensee a limited, non-exclusive, non-transferable, and revocable license to install solely for Licensee’s internal business purposes related to the operations, monitoring, and analysis of gauge devices.

2. LICENSE RESTRICTIONS

Licensee shall not:

• Modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except to the extent expressly permitted by applicable law.
• Rent, lease, sublicense, distribute, or otherwise transfer the Software or any rights granted herein to any third party without prior written consent from Licensor.
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Software.

3. OWNERSHIP

The Software is licensed, not sold. All rights, title, and interest in and to the Software, including all intellectual property rights, remain exclusively with Licensor and its licensors. Licensee acknowledges that no ownership rights are conveyed under this Agreement.

4.UPDATES AND SUPPORT

Licensor may, at its sole discretion, provide updates, upgrades, patches, or enhancements to the Software. Use of such updates shall be governed by the terms of this Agreement unless otherwise specified in a separate license agreement accompanying such updates.

Licensor does not guarantee that updates will be provided. Some updates may require additional fees. Updates may modify or remove certain features.

4A. DATA HANDLING AND PRIVACY

a. Data Ownership: Licensee retains all rights, title, and interest in and to data uploaded or generated through the Software (“Licensee Data”). Licensor does not claim ownership of Licensee Data.

b. Roles: Licensee shall be considered the Data Controller of any personal data processed through the Software, and Licensor shall act solely as Data Processor on Licensee’s behalf, in accordance with Licensee’s instructions and applicable data protection laws (including GDPR, CCPA, and other relevant laws).

c. Data Security: Licensor shall implement reasonable technical and organizational measures to protect Licensee’s data from unauthorized access, loss, or alteration during storage or transmission when applicable. However, Licensee acknowledges that no system can be completely secure and uses the Software at its own risk.

d. Data Breach Notification: Licensor shall notify Licensee without undue delay upon becoming aware of any unauthorized access, disclosure, or loss of personal data processed through the Software.

e. Data Sharing: The Software does not share Licensee data with third parties without Licensee’s explicit consent unless required by law.

f. Data Backup and Recovery: Licensee is responsible for maintaining adequate backups of data to prevent loss. The Software may provide tools to assist with backup and recovery but Licensor disclaims any liability for data loss.

g. Data Retention and Deletion: Upon termination of this Agreement, data stored by the Software may be deleted or rendered inaccessible. Licensee shall have the right to export Licensee Data in a commonly used electronic format prior to deletion, unless retention is required by law.

5. WARRANTY DISCLAIMER

THE SOFTWARE IS PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

6. LIMITATION OF LIABILITY

IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY LICENSEE FOR THE SOFTWARE.

NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FRAUD, OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED BY LAW.

7. TERMINATION

This Agreement is effective until terminated. Licensee may terminate this Agreement at any time by ceasing use of the Software and destroying all copies. Licensor may terminate this Agreement immediately if Licensee breaches any term herein. Upon termination, Licensee shall discontinue all use of the Software and destroy all copies in its possession.

8. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which Licensor is incorporated, without regard to its conflict of laws principles. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the competent courts in that jurisdiction.

Mandatory consumer protection laws of Licensee’s local jurisdiction shall apply if applicable. Parties may agree to resolve disputes through arbitration, as permitted by law.

9. EXPORT CONTROL

Licensee agrees not to export, re-export, transfer, or use the Software in violation of applicable export control laws, trade sanctions, or regulations.

10. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between Licensee and Licensor with respect to the Software and supersedes all prior or contemporaneous understandings or agreements, whether written or oral, relating to the subject matter herein.

BY INSTALLING OR USING THE SOFTWARE, LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.

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