End-User License Agreement ("Agreement")

Last updated: Oct 26, 2022

Please read this End-User License Agreement ("Agreement") carefully before clicking the "I Agree" button, downloading or using ARGOS Process Automation Module (“ PAM”) System Software including Scenario Studio (“STU”), PC PAM, Mobile PAM (Android Phone/iPhone) and iPhone, and Host Console for Windows and Mac ("Applications").

By clicking the "I Agree" button, downloading or using the Applications, you are agreeing to be bound by the terms and conditions of this Agreement.

This Agreement is a legal agreement between you (either an individual or a single entity) and ARGOS LABS and it governs your use of the Applications made available to you by ARGOS LABS.

If you do not agree to the terms of this Agreement, do not click on the "I Agree" button and do not download or use the Applications.

The Applications are licensed, not sold, to you by ARGOS LABS for use strictly in accordance with the terms of this Agreement.

License

ARGOS LABS grants you a revocable, non-exclusive, non-transferable, limited license to download, install and use the Applications for the purposes of development, test, deployment, and maintenance for any software applications including business process applications and process automation applications in accordance with the terms of this Agreement.

Restrictions

You agree not to, and you will not permit others to:

license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Applications or make the Applications available to any third party.

copy or use the Applications for any purpose other than as permitted under the above section 'License'.

modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the Applications.

remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of ARGOS LABS or its affiliates, partners, suppliers or the licensors of the Applications.

Intellectual Property

The Applications, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights are, and shall remain, the sole and exclusive property of ARGOS LABS.

Modifications to Applications

ARGOS LABS reserves the right to modify, suspend or discontinue, temporarily or permanently, the Applications or any service to which it connects, with or without notice and without liability to you.

Updates to Applications

ARGOS LABS may from time to time provide enhancements or improvements to the features/functionality of the Applications, which may include patches, bug fixes, updates, upgrades and other modifications ("Updates").

Updates may modify or delete certain features and/or functionalities of the Applications. You agree that ARGOS LABS has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Applications to you.

You further agree that all Updates will be (i) deemed to constitute an integral part of the Applications, and (ii) subject to the terms and conditions of this Agreement.

Third-Party Services

The Applications may display, include or make available third-party content (including data, information, Applications and other products services) or provide links to third-party websites or services ("Third-Party Services").

You acknowledge and agree that ARGOS LABS shall not be responsible for any Third-Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. ARGOS LABS does not assume and shall not have any liability or responsibility to you or any other person or entity for any Third-Party Services.

Third-Party Services and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.

Privacy Policy

ARGOS LABS collects, stores, maintains, and shares information about you in accordance with its Privacy Policy, which is available at www.argos-labs.com. By accepting this Agreement, you acknowledge that you hereby agree and consent to the terms and conditions of our Privacy Policy.

Term and Termination

This Agreement shall remain in effect until terminated by you or ARGOS LABS.

ARGOS LABS may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice.

This Agreement will terminate immediately, without prior notice from ARGOS LABS, in the event that you fail to comply with any provision of this Agreement. You may also terminate this Agreement by deleting the Applications and all copies thereof from your mobile device or from your computer.

Upon termination of this Agreement, you shall cease all use of the Applications and delete all copies of the Applications from your mobile device or from your computer.

Termination of this Agreement will not limit any of ARGOS LABS's rights or remedies at law or in equity in case of breach by you (during the term of this Agreement) of any of your obligations under the present Agreement.

Non-refundable subscription fees

Withstanding the Termination above, once the solution License has been activated, the subscription fees are non-refundable including the tax or any other regulatory fees such as taxes that ARGOS LABS collected on behalf of the regulatory agents.

If a deduction or withholding is required by law, you shall pay such additional amount.

Special conditions when Volume Discount has been applied

When end users elect to purchase more than 20 Process Automation Module (PAM) software of the Application on a single purchase order for one-time upfront payment, ARGOS LABS can offer a volume based discounted license fee (Volume Discount).

In case of purchase under the Volume Discount Agreement, you agree that PAMs under this purchase are only allowed to be deployed at new contract and not allowed for contract renewals of any of the PAMs from the same Volume Discount purchase.

For Volume Discount purchases, once any of the PAM’s License from the specific purchase has been activated, all PAM’s from the entire purchase become subject to the Non-refundable subscription fees above.

Indemnification

You agree to indemnify and hold ARGOS LABS and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys' fees, due to or arising out of your: (a) use of the Applications; (b) violation of this Agreement or any law or regulation; or (c) violation of any right of a third party.

No Warranties

The Applications is provided to you "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, ARGOS LABS, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Applications, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, ARGOS LABS provides no warranty or undertaking, and makes no representation of any kind that the Applications will meet your requirements, achieve any intended results, be compatible or work with any other software, Applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither ARGOS LABS nor any ARGOS LABS's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Applications, or the information, content, and materials or products included thereon; (ii) that the Applications will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Applications; or (iv) that the Applications, its servers, the content, or e-mails sent from or on behalf of ARGOS LABS are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of or limitations on implied warranties or the limitations on the applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you.

Limitation of Liability

Notwithstanding any damages that you might incur, the entire liability of ARGOS LABS and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you for the Applications.

To the maximum extent permitted by applicable law, in no event shall ARGOS LABS or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, for loss of data or other information, for business interruption, for personal injury, for loss of privacy arising out of or in any way related to the use of or inability to use the Applications, third-party software and/or third-party hardware used with the Applications, or otherwise in connection with any provision of this Agreement), even if ARGOS LABS or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Severability

If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute waiver of any subsequent breach.

For U.S. Government End Users

The Applications and related documentation are "Commercial Items", as that term is defined under 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used under 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. In accordance with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

Export Compliance

You may not export or re-export the Applications except as authorized by United States law and the laws of the jurisdiction in which the Applications was obtained.

In particular, but without limitation, the Applications may not be exported or re-exported (a) into or to a nation or a resident of any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List.

By installing or using any component of the Applications, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.

Amendments to this Agreement

ARGOS LABS reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Applications after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Applications.

Governing Law

The laws of California, United States, excluding its conflicts of law rules, shall govern this Agreement and your use of the Applications. Your use of the Applications may also be subject to other local, state, national, or international laws.

This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Good.

Contact Information

If you have any questions about this Agreement, please contact us.

Entire Agreement

The Agreement constitutes the entire agreement between you and ARGOS LABS regarding your use of the Applications and supersedes all prior and contemporaneous written or oral agreements between you and ARGOS LABS.

You may be subject to additional terms and conditions that apply when you use or purchase other ARGOS LABS's services, which ARGOS LABS will provide to you at the time of such use or purchase.

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