USB Redirector Technician Edition - End User License Agreement

NOTICE TO USERS: PLEASE CAREFULLY READ THE FOLLOWING LEGAL AGREEMENT. THIS EULA IS A STANDARD FORM LEGALLY BINDING AGREEMENT BETWEEN THE INDIVIDUAL CONSUMER OR BUSINESS ENTITY THAT WILL USE THE SOFTWARE AND THE LICENSOR. THE EULA GOVERNS THE TERMS UNDER WHICH YOU MAY OBTAIN AND USE THE SOFTWARE. YOU ACCEPT THE TERMS OF THIS EULA BY MAKING A PURCHASE, BY DOWNLOADING, INSTALLING, ACCESSING, OR USING THE SOFTWARE.

Under the EULA, intellectual property rights in the Software are not transferred to your ownership.

If you would like to use the Software in a manner not covered by the EULA, you must obtain the prior written permission of the Licensor, which may provide additional terms and/or charges.

If you do not agree to this Agreement, you should (a) not download, install, access or use the Software; and (b) promptly return the Software and proof of entitlement to the Licensor from whom you acquired the Software.

This EULA applies to the use of any Software License types described in clause 2.4. of the EULA irrespective of whether they were published before the effective date of the EULA or later; irrespective of whether you obtained the Software with or without making payments for the license according to the terms of Section 3 of the EULA.

1. DEFINITIONS

"EULA" means this End User License Agreement;

"SimplyCore LLC" or "Licensor" means a legal entity registered in accordance with the legislation of Ukraine. SimplyCore LLC is the copyright owner of the USB Redirector Technician Edition.

"USB Redirector Technician Edition" or "Software" means software product described at https://www.incentivespro.com/usb-redirector-technician.html that allows redirecting over the Internet USB devices from a customer to a technician for maintenance service, such as flashing, re-programming, or other types of service using cloud technology.

The Software consists of two parts:
1) USB Redirector Technician Edition which is the software installed on the technician's computer.
2) Customer Module which runs on the customer's computer without installation.

The Software is not directly intended for the use of children (under 18 years old).

"Website" means the website https://www.incentivespro.com and all its web-pages, which is owned by the Licensor.

"Technician", "you" means an individual consumer or any legal entity (or its representative) who obtained the Software and on whose behalf it is used.

"Customer" means your customer or another person to whom you send Customer Module in order to redirect their USB devices to you and provide with remote servicing.

"Parties" means you and the Licensor collectively.

2. GRANT OF LICENSE AND RESTRICTIONS OF USE

2.1. The Licensor grants you a non-exclusive limited revocable non-transferable license (hereinafter - the "license") to use the Software in a specific manner provided that you comply with the terms of the EULA.

2.2. The license becomes effective when you obtain the Software from the Website or other sources.

2.3. Subject to your continuous compliance with this EULA and payment of the applicable license fees, the Licensor grants you a license to install and use the Software: (a) worldwide, (b) during the term of such license ("License Term"), (c) within the scope of the License Type and on the permitted number of your computers as specified in clause 2.4.3 of this EULA, and (d) in a manner consistent with the terms of this EULA. The License Term is defined at the time of purchase and usually depends on the License Type. Upon the expiration or termination of the License Term, some or all of the Software may cease to operate without prior notice. Upon expiration or termination of the License Term, you may not use the Software unless you have renewed the license.

2.4. License Types.

2.4.1. Evaluation License. This License is provided free of charge for the period of 15 days (the License Term) as soon as you install each new minor or major version of the Software for the first time. The license applies to the use of the Software on unlimited number of computers within your ownership for evaluation and testing purposes only, to decide whether the Software would function in a way applicable and appropriate for the purposes for which you intend it to use before making a purchase. Evaluation License shall allow a limited number of customer connections per day.

2.4.2. Extended Evaluation License. The Evaluation License may be extended to longer term upon your request if you require more time for evaluation and testing ("Extended Evaluation License"). The Licensor reserves the right, at its absolute discretion, to determine your eligibility for the Extended Evaluation License and to withdraw the Extended Evaluation License at any time without prior notice and with no liability. In order to apply for the Extended Evaluation License you should provide SimplyCore LLC with your first and last name, company name, and email.

2.4.3. Standard License. This License is available on a subscription basis and remains valid for as long as your subscription is active (the License Term). If you obtain the Standard License as an individual, the license applies to the use of the Software on three (3) computers in your ownership. If you obtain the Standard License as an entity, the license applies to the use of the Software on all computers owned by the entity within one site (office, building, geographic location, etc.).

2.4.4. Enterprise License. This License may be granted only to an entity on a subscription basis and remains valid for as long as the subscription is active (the License Term). The License applies to the use of the Software on an unlimited number of computers owned by the entity within all offices worldwide.

2.5. Irrespective of the License Type, the Customer Module can be freely redistributed without restrictions via download, email, or through other means (subject to a person sharing the Customer Module having the respective license in force).

2.6. Each License allows for a certain number of Customer connections to be carried out simultaneously. Each connection can redirect up to 3 USB devices simultaneously.

2.7. The license granted under the EULA shall apply to any action performed by you in the course of exploitation of the Software's functionality and for the purposes for which the Software was developed, including loading, display, installing, running, transfer, or storing (saving) in computer memory of your device(s).

2.8. The license shall not repeal or amend any statutory provisions granting the rights of fair use of the computer software.

2.9. Whether or not your actual use of the Software conforms to the requirements of the EULA shall at any time be determined solely by the Licensor. In order to do this, the Licensor shall have the right to request from you relevant information, reports, documentation, and other evidence during normal working hours. You are obliged to respond to such requests within 7 calendar days following the date of its receipt.

3. PRICE AND PAYMENTS

3.1. You obtain the appropriate License Type under the terms of the EULA if you successfully make payments for the purchase of the Software under the terms of chosen pricing model. The Licensor authorizes an external (third-party) reseller to charge you for using the Software as allowed hereunder.

3.2. The price for purchasing the Software and pricing models for the License Type and term of the subscription (License Term) are set out on the Website where the Software is available for purchase and/or download. Such terms are considered an integral part of this EULA and could be updated from time to time. Please, check the respective page to clarify the current pricing models available.

3.3. To purchase the software, the Website would direct you to the authorized third-party reseller website. Please, pay attention that third-party resellers always have their own Terms of Use and Privacy Policy which govern the relationships with you. We strongly encourage you to read the respective documents carefully as they may influence your rights and obligations. To place an order, you need to indicate your name, country, city, postcode, company name, company address, billing address, and credit card or other payment information. Please be aware that Simplycore LLC never collects the payment information about your credit cards. It is also the obligation of the third-party reseller to send you a payment receipt and the license key by email.

3.4. After making the payment, you will receive a confirmation of the purchase of the License and license key to the email specified by you. Please be aware that the third-party reseller may delay the delivery in case if the payment requires additional verification.

3.5. You cannot change the License Type and/or License Term after payment. But you can make an upgrade by increasing the number of customer connections in the License. In order to do so, please send a request to the email: sales (at-sign) incentivespro (dot) com indicating the Software order number. The upgrade is done by purchasing a new license with more customer connections at a reduced price for the amount that has already been paid for the previously purchased license in proportion to the unused period. The previous license is terminated from the date of payment for the upgrade.

3.6. The Licensor may offer the use of the Software for a specified period without payment or at a reduced rate ("Specific License"). The Licensor reserves the right, at its absolute discretion, to determine your eligibility for a Specific License and, subject to applicable laws, to withdraw or to modify the conditions of the Specific License at any time without prior notice and with no liability. In order to apply for the Specific License you should provide SimplyCore LLC with your first and last name, company name, and email.

4. OBLIGATIONS AND LIABILITY

4.1. The Parties shall have full power and authority to agree to and be bound by this EULA.

4.2. The Licensor warrants that as of the date of execution of the EULA:

4.2.1. it is the sole owner of all proprietary intellectual property rights on the Software;

4.2.2. no third parties are granted such licenses (permits) to use the Software that would make it impossible for you to fully exercise the rights granted to you under the EULA;

4.2.3. proprietary intellectual property rights on the Software are not fully or partially a subject of a pledge, litigation, or third parties' claims;

4.2.4. granting a license under the EULA does not violate the rights of third parties.

4.3. You shall not copy, modify, distribute, publish, reverse-engineer, decompile, disassemble the Software in whole or in part, or create any derivative works from the Software, as well as rent, lease, sell, sublicense, assign, or transfer its rights on the Software (including, Customer Module), or authorize any portion of the Software to be copied onto another individual or legal entity's computer except as expressly permitted by law or in this EULA. You shall not use the Software to create, deliver training on, improve (directly or indirectly) or offer a substantially similar product or service as the Software. You shall not use the Software for any activities which are illegal, harmful, or could lead to any kind of damage to any third parties or the Licensor, or which breach their rights.

4.4. All rights in the Software not expressly granted under this EULA are reserved to the Licensor. You may not sell, provide sub-licenses, transfer, or dispose of rights received hereunder to third parties without the prior written consent of the Licensor or unless otherwise is indicated in this EULA. You also shall not:

4.4.1. upload any viruses or malicious code or do anything else that will negatively affect the Software, impair its functionality or compromise the data of the Licensor or third parties;

4.4.2. attempt to, or assist, authorize or encourage others to circumvent, disable or defeat any of the security features or components that protect, obfuscate or otherwise restrict access to the Software.

4.4.3. use the Software in any unlawful manner, in particular, by violating the rights of the others;

4.4.4. perform acts aimed at a breach of normal functioning of the Software or leading to the violation of applicable laws, or perform any other illegal acts;

4.4.5. facilitate or support any of the actions described above;

4.4.6. share, distribute, rent, lease, sell or otherwise make available the license key, which is and shall remain in the exclusive ownership of the Licensor, and which you could use only in accordance with the terms of the respective license to activate the Software.

4.5. In the event of a violation of the terms of the EULA, which resulted from your actions, you remain responsible for any loss and damages suffered by the Licensor or third parties whose rights or interests were infringed.

4.6. Should there be any claims or lawsuits against you concerning violation of any third-party rights in connection with the use of the Software, you shall immediately inform the Licensor about it.

4.7. The Software is provided to you on an "as is" and "as available" basis. The use of the Software is at your own risk. The Licensor makes no warranty as to the Software's use or performance. To the maximum extent permitted by applicable law, the Licensor disclaims all other warranties and conditions, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, with regard to the Software, and the provision of or failure to provide support services. The Licensor does not warrant that the Software is accurate, reliable, or correct; that the Software meets all your requirements; that the Software will be available at any particular time or location, uninterrupted, or secure; that any defects or errors will be corrected; or that the Software is free of viruses or other harmful components.

4.8. In no event will the Licensor be liable for any direct or indirect costs, losses, or damages associated with your use of the Software.

4.9. The Licensor shall not be liable to you for any lost profits or consequential damages, however caused, and in no event will the Licensor aggregate liability arising out of or related to the EULA or the use of the Software exceed the amount of payments which you paid for the use of the Software in the three-month period preceding the claim. This limitation will apply even if the Licensor has been advised of the possibility of the liability exceeding the amount and notwithstanding any failure of essential purpose of any limited remedy.

4.10. You shall use the Software only as indicated in this EULA and on the amount of the devices allowed by your respective license. If you violate the terms of use of the Software set forth in this EULA, the Licensor may, without notice, restrict access to the use of the Software without refund until the breach is cured. If it is impossible to cure the breach as indicated in Section "Terms and Termination", the EULA and the respective license could be terminated at the Licensor's discretion.

5. DATA PROTECTION

5.1. Each Party agrees that, in the performance of its respective obligations under the EULA, the Party shall try its best to comply with the provisions of the General Data Protection Regulation (GDPR) to the extent it applies to each of them. Please pay attention that the California Consumer Protection Act (CCPA) is not applicable to the Licensor.

5.2. For the purpose of this clause 'data controller', 'data processor', 'data subject', 'personal data', and 'processing' shall have the meanings given to them in the Directive.

5.3. Types of personal data processed. SimplyCore LLC collects and/or processes the following information that you voluntarily submit to us (including with the engagement of third parties):
i. identifying information such as first and last name and email address;
ii. contact information such as your company name, mailing address, phone number, country, city, postal index, company address;
iii. your orders information such as order number, billing address;
iv. queries to customer service and technical support;
v. information obtained during your use of the Software such as the IP address of the technician, Customer's IP address, unique computer identifier (Hardware ID), program version number, operating system type and version number, current date and time set on the computer, license type, license unique identifier, validity period, number of customer connections in the license, USB data transmitted by a USB device.

SimplyCore LLC does not collect your payment details such as credit card number, account number, etc.

5.4. General purposes of collection. SimplyCore LLC collects your personal data (if you are an individual) in order to provide you the appropriate Software, to ensure effective communication about Licensor`s software products, to generate a license key, to control the use of the license, and to provide support while using the Software. SimplyCore LLC shares your personal data with third parties that provide services on the Licensor's behalf or with whom it has partnered to make payments for a particular product or service and to track your activity on the Website, if related to the provision of the Software.

5.4.1. Processing for the technical and customer support. SimplyCore LLC collects information from you when you use the Software and transfers it to the server: IP address, unique computer ID (Hardware ID), program version number, operating system type and version number, current date and time set on the computer, license information such as license type, license unique identifier, validity period, number of customer connections in the license. The purpose of such a collection is to ensure technical or customer support.

5.4.2. Processing for the provision of the license. SimplyCore LLC receives some of your data from external (third-party) reseller which processed your order, such as first name, last name, email, phone number, order number, company name, country, city, postal code, company name, company address, payment address that are required to issue the license and generate a license key. This data is transmitted over a secure connection and is stored in an encrypted license database. The purpose of such a collection is to provide you with the license for the Software.

5.4.3. Processing for controlling the use of the license. SimplyCore LLC collects information from you when you use the Software and use it to control the use of licenses, namely, first and last name and email address, license type, license unique identifier, validity period, number of customer connections in the license. The purpose of such a collection is to control the use of the license.

5.4.4. Processing for ensuring the communication and providing appropriate Software (or License Type). SimplyCore LLC processes your name, email address and your order number (if applicable) to provide you with any information on your request. The purpose of such a collection is to provide you with the information on your request regarding the use of Software or the License Type.

5.5. Legal basis. SimplyCore LLC collects and processes most of the personal data to fulfill its contractual obligations in accordance with the EULA. Information obtained during the use of the Software is processed in order to ensure the legitimate interests of SimplyCore LLC, namely to ensure control over the use of the Software licenses.

5.6. Protection of personal data. To protect personal data, the SimplyCore LLC encrypts the received personal data and takes other technical measures to ensure the security of your personal data from accidental loss, alteration, unauthorized use, unauthorized alteration, disclosure or access, and against all other illegal forms of processing.

5.7. Storage of personal data

5.7.1. SimplyCore LLC stores the received personal data on its servers.The information is transmitted and stored on the servers in encrypted form.

5.7.2. The Licensor will not store any data you provide for longer than necessary to achieve the purposes indicated in this EULA, unless otherwise required by the applicable laws which do not contradict to the GDPR.

5.7.3. SimplyCore LLC can back up the data and store such backups on its servers for 1 year.

5.8. Selling, transfer and disclosure of your data

5.8.1. SimplyCore LLC does not sell, trade or otherwise transfer to outside parties any personally identifiable information. We provide access to your data only to our employees or subcontractors engaged to provide you with the Software.

5.8.2. The Licensor may also engage certain service providers to ensure the performance of the Licensor's obligations before you under this EULA. In such a case, the Licensor takes all necessary steps to ensure compliance with the applicable data protection laws such as the GDPR. In particular, the Licensor makes sure that your personal data is being protected and used only within the purposes specified in this EULA, concludes standard contractual clauses compliant with the GDPR or uses alternative safeguards according to the applicable laws. No transfer of your data will be carried unless appropriate safeguards are in place.

5.8.3. You also have to know that the Licensor may disclose your personal data to enforce and comply with the laws. In other words, the Licensor may disclose information necessary for the investigation or legal process on official request or the official bodies acting within their powers.

5.9. Your rights with regard to personal data

5.9.1. You may at any time obtain confirmation from SimplyCore LLC as to whether or not personal data concerning you are being processed. You may at any time order a complete data copy, which you may transmit to another controller of the data. Your data will be delivered within 10 working days by SimplyCore LLC.

5.9.2. You may at any time request to make rectification of inaccurate personal data concerning you, to restrict the processing of personal data if you contest the accuracy of the personal data or the processing is unlawful or SimplyCore LLC no longer needs to process your personal data, but you require them for the establishment, exercise or defense of legal claims, or the erasure of personal data concerning you.

5.10. Requests as to your personal data. The Licensor will provide information on action taken on your request related to your rights specified above within one month of receipt of the request for the longest. That period may be extended by two months if we are overwhelmed by the number of requests or the request at issue is complicated and requires a lot of action. We will inform you of any such extension within one month of receipt of the request, together with the reasons for such delay.

5.11. Your age. The privacy of children is one of our concerns. The Licensor can provide you with the Software only in case you are aged 18 (or under another age of majority under the law of your country) or older. If you are under the age of majority, you will need to get your parent's/guardian's permission before submitting any personal data to us. If you are underage, and there is no data as to your parent's/guardian's permission to use our Software, please do not provide us with your consent for data processing.

5.12. Contact information with regard to privacy. Any requests or comments with regard to your personal data processing shall be addressed to the following emails: privacy (at-sign) incentivespro (dot) com or privacy (at-sign) simplycore (dot) com.

6. TERMS AND TERMINATION

6.1. The EULA shall be valid between you and the Licensor during the validity term of exclusive proprietary copyright under the applicable law unless the termination of the EULA occurs.

6.2. The Licensor may early terminate the EULA and/or any license subject thereto if you:

6.2.1. breach any term of the EULA and fail to cure that breach within 30 days after receipt of the respective notice;

6.2.2. violate any rights of the Licensor, which are not subject to the EULA, or act in bad faith against the Licensor or the third-party provider (including but not limited to disseminating the information which is false or which could cause reputation losses);

6.2.3. request the Licensor to exercise your rights to erasure, to object to processing, or other rights under the privacy laws, the exercise of which makes it impossible to provide you with the Software and related support.

6.3. In case of early termination of the EULA, the Licensor will notify you about the fact of such termination.

6.4. You may terminate the EULA at any time by notifying the Licensor at least 1 (one) month prior to the date of the further payment date.

6.5. If the EULA expires or is terminated, then: (1) the license granted by the Licensor will immediately cease for you; and (2) you are obliged to stop using and delete the Software. The termination of the EULA shall not exempt you from the performance of the outstanding liabilities under the terms of the EULA that existed at the moment of termination of the EULA.

6.6. You agree not to be entitled to any refund if the termination is due to your violation of the terms of the EULA. In other circumstances, either in case of termination of this EULA (not connected to the violation hereof) or in other cases, the refund shall be subject to consideration by the Licensor upon your request via email to sales (at-sign) incentivespro (dot) com within a maximum of 30 days after the purchase date.

7. APPLICABLE LAW AND DISPUTE RESOLUTION

7.1. The EULA shall be governed and interpreted in accordance with the laws of Ukraine.

7.2. The Parties shall seek to resolve any disputes arising out of or in relation with this EULA through negotiations. For this purpose, if the claim is raised by you, you should address your claim to claims (at-sign) incentivespro (dot) com or claims (at-sign) simplycore (dot) com.

7.3. All disputes not settled by the Parties by means of negotiations shall be referred for final settlement to the respective Ukrainian court with the application of the substantive and procedural law of Ukraine.

8. MISCELLANEOUS

8.1. The Licensor is not exempted from the assignment of its rights under the EULA to any third party without your prior consent. The assignment of the Licensor's rights shall not affect the validity of the EULA or any license thereunder.

8.2. The EULA will not be construed as creating any agency, partnership, or any other form of association, for tax purposes or otherwise, between the Parties. The Parties will at all times be and remain independent.

8.3. Neither of the Parties will be liable for failure or delay in their performance under the EULA to the extent caused by circumstances beyond their reasonable control if approved in accordance with the applicable laws.

8.4. The Licensor may modify, amend or otherwise change the terms of the EULA at its sole discretion. In case there are such modifications and amendments, you should update to the current version of the Software. By installing the updated version of the Software, you accept the terms of the new version of the EULA and agree to be bound thereby.

9. THIRD-PARTY ACKNOWLEDGEMENTS

9.1. This product includes software developed by the OpenSSL Project for use in the OpenSSL Toolkit (http://www.openssl.org/)