This End User License Agreement (“EULA”) describes your rights and responsibilities in using IronYun’s Vaidio® AI Vision software and any related printed, electronic or online documentation and any other files that may accompany the Vaidio software (together, the “Products”). By using the Products, you agree to all of these terms. If you do not accept and comply with these terms, you may not use the Products or their features; however, you may contact IronYun, the seller, or the reseller as applicable for a refund or credit.

MAKE SURE YOU READ AND UNDERSTAND THIS AGREEMENT FULLY. It is your responsibility to review this EULA and IronYun’s Terms and Conditions to ensure that you are aware of IronYun’s current terms. This EULA and IronYun’s Terms and Conditions are subject to change without notice.

1.    IronYun hereby grants you a revocable, limited, non-exclusive, non-sublicensable, non-transferable license (the “License”) to download, install and use the Products solely for your own use. This EULA constitutes a license for use only and is not in any way a transfer of ownership rights to the Products. 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 Products or make the Products available to any third party. Title, copyright, intellectual property rights and distribution rights of the Products shall remain exclusively with IronYun.

2.    You are required to activate the License in the manner described during the setup sequence of the Products. You have no right to use the Products after the time permitted for activation and you may not bypass or circumvent activation. If you licensed the Products on a subscription basis, your rights to use the Products are limited to the term as defined in your subscription agreement. You may have the option to extend the term to continue using the Products; however, at the end of the Term, all or most features of the Products will no longer function.

3.    The Products may be loaded on no more than one computer. You may order or download a backup copy of the Products. You may not distribute the backup copy of the Products. You may use it only to reinstall the Products on your licensed computer.

4.    Rights and Obligations. The rights and obligations of this EULA are personal rights granted to you only. You may not transfer or assign any of the rights or obligations granted under this EULA to any other person or legal entity. IronYun reserves all rights not expressly granted in this EULA. You are solely responsible for ensuring that your use of the Products complies with all applicable laws and regulations, including those pertaining to “personal data” of an identified or identifiable natural person as described by Article 4(1) of the General Data Protection Regulation in EU law on data protection and privacy in the EU and the European Economic Area (“GDPR”). Without limiting the generality of the foregoing, you are responsible and liable for obtaining all necessary approvals from any regulatory authority relating to the accuracy of the AI models used; speed and overall performance of the software; collection of data, including “personal data”; and for all actions and failures to take required actions with respect to the Products by you or by any other person to whom you may provide access to or use of the Products. Except where contrary to law, this License does not give you any right to, and you may not: use or virtualize features of the Products separately; attempt to circumvent technical protection measures in the Products; or reverse engineer, decompile, or disassemble the Products. When using Internet-based features, you may not use those features in any way that could interfere with anyone else’s use of them, or to try to gain access to any service, data, account or network, in an unauthorized manner.

5.    Upgrades and Conversions. If you install the Products as an upgrade or conversion to your existing Products, then the upgrade or conversion replaces the original Products that you are upgrading or from which you are converting. You do not retain any rights to the original Products after you have upgraded, and you may not continue to use the original Products or transfer them in any way. This EULA governs your rights to use the upgraded Products and replaces the agreement for the Products from which you upgraded.

6.    Use of Products and Software. Customer is responsible and liable for all uses of the Products, including all related software, hardware and systems (including third-party software) delivered to Customer through access thereto provided directly or indirectly by IronYun, along with the documentation that describes how to install and use the Products. By using the Products, Customer agrees to be bound by the terms of this EULA and IronYun’s Terms and Conditions. Additionally, Customer may not copy, modify, resell, or redistribute the Products and Software, create or re-create the source code for the Products and Software, or re-engineer, reverse engineer, decompile, disassemble, or attempt in any way to disable, deactivate, or render ineffective any password protection in the Products and Software. Customer assumes all responsibility for the selection of the Products, their installation and use, and the results obtained from them. If Customer has opted to provide its own hardware, appliances, or other equipment, Customer will be solely responsible for procuring, and IronYun shall have no obligation to provide, any firmware licenses and/or updates for such equipment.

7.    Customer and End User Data Consent. Customer and its end users, as applicable, acknowledge that the Products utilize machine learning algorithms to detect and analyze many object types, including human faces, and some of the analytic engines in the Products may be built upon or utilize face detection and/or facial recognition technologies. Customer and its end users, as applicable, acknowledge that in the use of the Products, certain data may be transmitted to IronYun, and IronYun may collect and process such data automatically including images, video clips, and video streams. Customer and its end users, as applicable, hereby consent to IronYun’s use of such data to change and improve its current and future products and services. IronYun does not collect personal data unless it is granted consent to act as a data controller of the Personal Data processed by or generated by the Products.

8.    Geographic and Export Restrictions. If there is a geographic region indicated on your software packaging, then you may activate the Products only in that region. You must also comply with all domestic and international export laws and regulations that apply to the Products, which include restrictions on destinations, end users, and end use.

9.    Security. You agree to use your best efforts and to take all reasonable steps to safeguard the Products to ensure that no unauthorized person shall have access thereto and that no unauthorized copy, publication, disclosure, or distribution in whole or in part, in any form, shall be made. You acknowledge that the Products contain valuable confidential information and trade secrets, and that unauthorized use and copying of the Products are harmful to IronYun.

10.    Auditing Rights and Required Records. Upon Licensor’s written request, you shall certify in a signed writing that your use of the Products is in full compliance with the terms of this EULA (including any restrictions in the applicable software order). IronYun may, upon prior reasonable notice of at least ten (10) days, inspect and audit your records and use of the Products to confirm your compliance with this EULA. All such inspections and audits will be conducted during regular business hours and in a manner that does not unreasonably interfere with your business activities. You are responsible for such audit costs only in the event the audit reveals that your use is not in accordance with the licensed scope of use and/or for unpaid license fees.

11.    Limited Warranty. IronYun provides a LIMITED WARRANTY for the Products, other than for trial software, which is licensed “as-is” and without express warranties, guarantees and conditions. IronYun warrants that, for a period of one (1) year from the date of delivery of the Products to you, the Products will perform substantially in accordance with the accompanying user manual, and the media on which the Licensor Products reside will be free from defects in materials and workmanship under normal use. IRONYUN DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PRODUCTS WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE LICENSOR PRODUCTS WILL BE ERROR FREE OR UNINTERRUPTED. This limited warranty does not cover problems that you cause, or that arise when you fail to follow IronYun’s instructions, or that are caused by events beyond IronYun’s reasonable control. The limited warranty starts when the first user of your copy of the Products acquires that copy, and lasts for one year. Any supplements, updates, or replacement software that you may receive from IronYun during that year are also covered, but only for the remainder of that one-year period or for thirty (30) days, whichever is longer. Transferring the Products will not extend the term of the limited warranty. IronYun gives no other express warranties, guarantees, or conditions. IronYun excludes all implied warranties, including those of merchantability, fitness for a particular purpose, and non-infringement. If your local law does not allow IronYun’s exclusion of implied warranties, then any implied warranties, guarantees, or conditions last only during the term of the limited warranty and are limited as much as your local law allows. If your local law requires a longer limited warranty term, despite this agreement, then that longer term will apply, but you can recover only the remedies that are described in this EULA.

12.    Limited Remedy. If IronYun breaches its limited warranty, your only remedy is the repair or replacement of the Products. IronYun may also, at its sole discretion, provide the option to refund to you all or a portion of the price you paid for the Products instead of repairing or replacing it. Prior to refund, you must uninstall the Products and return it to IronYun with proof of purchase.

13.    Term and Termination. This EULA shall remain in effect until terminated by IronYun or you. IronYun may, in its sole discretion, at any time and for any or no reason, suspend or terminate this EULA with or without prior notice. This EULA will terminate immediately, without prior notice from IronYun, in the event that you fail to comply with any provision of this EULA. PLEASE REFER TO IRONYUN’S TERMS AND CONDITIONS FOR INFORMATION REGARDING YOUR OBLIGATIONS IN THE EVENT OF TERMINATION, SUSPENSION OF PRODUCT, OR EARLY TERMINATION.

14.    Severability. If any provision of this EULA 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.

15.    Amendments to this EULA. IronYun reserves the right, at its sole discretion, to modify or replace this EULA at any time. If a revision is material, IronYun will provide at least 30 days’ notice to you prior to any new terms taking effect. Changes that constitute a material change will be determined at IronYun’s sole discretion.