EULA - Imagine Supply Chain

End User License Agreement

Last updated August 15, 2024

This End User License Agreement (EULA) is a legal agreement between you (either an individual or a single entity) and Imagine Supply Chain LLC (the "Company" ) for the cloud-based warehouse management system that can include downloadable computer software and associated media, printed materials, and online or electronic documentation called Imagine WMS (the "Software" ). By installing, copying, or otherwise using the Software, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install or use the Software.

1. Grant of License

The Company grants you a non-exclusive, non-transferable, revocable, limited license to use the Software and any related documentation (the "Documentation") solely for your own internal business purposes. You may install and use the Software on any number of devices that are owned or controlled by you, provided that only authorized users under this EULA access and use the Software. You may make one copy of the Software and the Documentation for backup or archival purposes, provided that you do not distribute or transfer the copy to any third party.

2. Restrictions

You may not copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software or the Documentation without the prior written consent of the Company, except as expressly permitted by applicable law.

You may not rent, lease, lend, sell, sublicense, assign, or otherwise transfer the Software or the Documentation or your rights under this EULA to any third party without the prior written consent of the Company. You may not remove, alter, or obscure any copyright, trademark, or other proprietary notices or labels on or in the Software or the Documentation. You may not use the Software or the Documentation for any illegal, unethical, or unauthorized purpose, or in any manner that violates any applicable law, regulation, or code of conduct.

You may not remove, alter, or obscure any copyright, trademark, or other proprietary notices or labels on or in the Software or the Documentation.

You may not use the Software or the Documentation for any illegal, unethical, or unauthorized purpose, or in any manner that violates any applicable law, regulation, or code of conduct.

You may not use the Software or the Documentation to store, transmit, or process any data that is sensitive, confidential, personal, or protected by any privacy or data protection laws, unless you have obtained the necessary consent and authorization from the data subjects and the Company.

You may not use the Software or the Documentation to harm, threaten, harass, abuse, defame, or infringe the rights of any person or entity, or to interfere with the operation or security of the Software or any network or system connected to the Software.

You may not use the Software or the Documentation to transmit or introduce any viruses, worms, trojans, malware, or other harmful or malicious code or content into the Software or the Documentation or any network or system connected to the Software or the Documentation.

3. Ownership and Intellectual Property Rights

The Software and the Documentation are the property of the Company and its licensors, and are protected by United States and international copyright, trademark, and other intellectual property laws. The Company and its licensors retain all right, title, and interest in and to the Software and the Documentation, and any copies, modifications, enhancements, or derivatives thereof. Nothing in this EULA shall be construed as granting you any rights or licenses to the Software or the Documentation, except as expressly set forth herein. You acknowledge and agree that the Software and the Documentation contain valuable trade secrets and confidential information of the Company and its licensors, and that any unauthorized use, disclosure, or dissemination of the Software or the Documentation would cause irreparable harm to the Company and its licensors.

4. Subscription and Fees

In order to use the Software, you must purchase a subscription from the Company or its authorized resellers. The subscription fee, term, renewal, cancellation, and refund policies are specified on the Company's website or in the order confirmation that you receive when you purchase the subscription or in the pricing documentation that accompanied an agreement signed between you and the Company. You are responsible for paying the subscription fee in advance and on time, and for providing accurate and complete billing and payment information. You are also responsible for paying any taxes, duties, or charges that may apply to your use of the Software, excluding taxes based on the Company's income. The Company may suspend or terminate your access to the Software if you fail to pay the subscription fee or any other fees that are due.

5. Updates and Support

The Company may provide you with updates, upgrades, patches, bug fixes, or other modifications to the Software (collectively, "Updates") as part of your subscription. The Updates are subject to the terms and conditions of this EULA, unless otherwise specified by the Company. The Company may also provide you with technical support, customer service, or other assistance for the Software (collectively, "Support" ) as part of your subscription or for an additional fee. The Company reserves the right to change, suspend, or discontinue the Updates or the Support at any time, without notice or liability to you.

6. Term and Termination

This EULA is effective until terminated. You may terminate this EULA at any time by uninstalling and destroying all copies of the Software and the Documentation in your possession or control. The Company may terminate this EULA at any time, with or without cause, by providing you with written notice of termination. Upon termination of this EULA, you must cease all use of the Software and the Documentation, and uninstall and destroy all copies of the Software and the Documentation in your possession or control. The provisions of Sections 2, 3, 4, 5, 7, 8, 9, 10, and 11 shall survive the termination of this EULA.

7. Disclaimer of Warranties

THE SOFTWARE AND THE DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE. THE COMPANY AND ITS LICENSORS DO NOT WARRANT THAT THE SOFTWARE OR THE DOCUMENTATION WILL MEET YOUR REQUIREMENTS, THAT THE SOFTWARE OR THE DOCUMENTATION WILL BE ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT THE SOFTWARE OR THE DOCUMENTATION WILL BE COMPATIBLE WITH YOUR DEVICES OR OTHER SOFTWARE, HARDWARE, OR SYSTEM, OR THAT ANY DEFECTS OR ERRORS IN THE SOFTWARE WILL BE CORRECTED, THAT THE SOFTWARE OR THE DOCUMENTATION WILL BE SECURE, OR THAT THE SOFTWARE OR THE DOCUMENTATION WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE USE OF THE SOFTWARE AND THE DOCUMENTATION AND ANY DATA OR CONTENT THAT YOU STORE, TRANSMIT, OR PROCESS WITH THE SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

8. Limitation of Liability

IN NO EVENT SHALL THE COMPANY OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, LOSS OF USE, OR LOSS OF BUSINESS) ARISING OUT OF OR IN CONNECTION WITH THIS EULA, THE SOFTWARE, THE DOCUMENTATION, OR YOUR USE OR INABILITY TO USE THE SOFTWARE OR THE DOCUMENTATION, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF THE COMPANY OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF THE COMPANY AND ITS LICENSORS FOR ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR IN CONNECTION WITH THIS EULA, THE SOFTWARE, THE DOCUMENTATION, OR YOUR USE OR INABILITY TO USE THE SOFTWARE OR THE DOCUMENTATION SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM OR CAUSE OF ACTION. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

9. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its licensors, and their respective officers, directors, employees, agents, and affiliates, from and against any and all claims, liabilities, damages, losses, costs, and expenses (including, but not limited to, reasonable attorneys' fees and court costs) arising out of or in connection with your breach of this EULA, your violation of any applicable law or regulation, or your use or misuse of the Software or the Documentation. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with the Company's defense of such matter.

10. Export Compliance

You acknowledge and agree that the Software and the Documentation are subject to the export control laws and regulations of the United States and other countries. You agree to comply with all such laws and regulations, and to obtain all necessary licenses and approvals, before exporting, re-exporting, or transferring the Software or the Documentation to any prohibited or restricted country, entity, or person. You also agree not to use the Software or the Documentation for any purposes prohibited by such laws or regulations, such as the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.

11. General Provisions

This EULA constitutes the entire agreement between you and the Company regarding the Software and the Documentation, and supersedes all prior or contemporaneous communications, proposals, representations, or agreements, whether oral or written, relating to the Software or the Documentation.

This EULA may not be modified or amended by you without the prior written consent of the Company. The Company may modify or amend this EULA at any time by posting the updated EULA on its website or by providing you with written notice of the modification or amendment. Your continued use of the Software or the Documentation after the modification or amendment constitutes your acceptance of the updated EULA.

If any provision of this EULA is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to make it enforceable, or if not possible, deleted from this EULA, the remaining provisions of this EULA shall remain in full force and effect.

The failure or delay of the Company to exercise or enforce any right or remedy under this EULA shall not constitute a waiver of such right or remedy, or of any other rights or provisions in this EULA.

The Company may assign or transfer this EULA, in whole or in part, to any third party without your consent. You may not assign or transfer this EULA, in whole or in part, to any third party without the prior written consent of the Company.

This EULA shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflicts of law principles. Any dispute arising out of or in connection with this EULA shall be submitted to the exclusive jurisdiction of the state and federal courts located in Salt Lake City, Utah, and you hereby consent to such jurisdiction and venue.

The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this EULA.

The Software and the Documentation are deemed to be "commercial computer software" and "commercial computer software documentation" respectively, as defined in the U.S. Federal Acquisition Regulation and the U.S. Defense Federal Acquisition Regulation Supplement, and are provided to the U.S. Government only as restricted rights items.

You agree to comply with all applicable laws, regulations, and codes of conduct when using the Software and to respect the rights and dignity of others.

You acknowledge that the Software may contain third-party software or components that are subject to their own license terms and conditions, which may be different from or in addition to this EULA. You agree to abide by such license terms and conditions when using the Software.

All notices or communications under this EULA shall be in writing and shall be deemed to be delivered when sent by email to the email address provided by you or the Company, as applicable, or when delivered by registered or certified mail, postage prepaid, to the address provided by you or the Company, as applicable.