End User License Agreement for Switch Always On

This End-User License Agreement (“EULA”) for Switch Always On is a legal agreement between you (either an individual or a single entity) and Smart Charging Technologies LLC., a Florida corporation (“SCT”). By registering, signing up, and/or using the Switch Always On cloud or Switch Always On Mobile or Desktop applications (“Software”), you agree to be bound by the terms and conditions contained in this EULA. If you do not agree to this EULA, you may not install or use the Software.

Definitions:

Software means the Switch Always On cloud software or Switch Always On Mobile or Desktop applications on Windows, Android and iOS used in connection with your use of the Switch Always On Micro UPS Products, and includes, to the extent provided by SCT, (i) any revisions, updates and/or upgrades thereto; and (ii) any data, images, executable files, databases, data engines or similar items normally used or distributed with computer software products.Updates; we may offer automatic updates to the Switch Always On Software at any time and without notice to you.

Intellectual Property Rights means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. The terms “derivative works,” “distribute,” “distribution,” “reproduce” and “reproduction” have the same meaning here as under the United States Copyright Act of 1976, as amended.

SCT Products means the products and services offered by SCT now or in the future, including but not limited to the Switch Always On Micro UPS Devices.

Grant of License:

SCT grants you a revocable, non-exclusive, non-transferable, and limited right license to access and use this Software solely and exclusively for use with Switch Always On Products in accordance with the terms and conditions of this EULA. The Software may only be used with it. The Software is not being sold to you. SCT retains all title to and ownership of the Software, and reserves all rights not expressly granted to you in this EULA.

Copyright:

The Software is owned by SCT and is protected by copyright laws and international treaties. You may not remove the copyright notice from any copy of the Software.

Proprietary Rights:

You acknowledge that SCT owns all rights, title and interest in and to the Software and content, including without limitation all Intellectual Property Rights. You agree that you will not, and will not allow any third party to:

1. Copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble or otherwise attempt to derive source code from the Software or content that may be presented or accessed through the Software for any purpose, unless otherwise permitted; or
2. Take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by any functionality (including without limitation digital rights management functionality) contained in the Software;

Proper Use:

You UNDERSTAND, and AGREE that the Software can be used to change settings and functionality of SCT Products, which may/can be outside SCT’s recommended settings and may/can result in improper operation of SCT Products. You agree that you are solely responsible for your use of the Software. You further agree that SCT is not responsible for the consequences of any property damage, personal injury, harm, and/or any negative occurrence having occurred as a result of the use of the Software.

Account and Password:

As a registered user of the Software, you will receive or establish an account (“Account”). You are solely responsible for maintaining the confidentiality and security of your Account. You should not reveal your Account information to anyone else, and must not use, or attempt to access or use anyone else’s Account. You are entirely responsible for all activities that occur on or through your Account, and you agree to immediately notify SCT of any unauthorized use of your Account or any other breach of security. SCT shall not be responsible for any losses arising out of unauthorized use of your Account.

Data Ownership; SCT Right to Use Data:

Data Ownership. All data and all other data generated in connection with your use of the Software, is collectively referred to in this Agreement as the “Data.” Unless otherwise agreed, SCT does not claim ownership of any Data you may collect or otherwise submit through the Software.

SCT Has Right to Use Data. By using the Software, you grant SCT permission to use your Data for operational purposes and for improving the Software. You agree that SCT may also: (a) use the Data in any aggregate or statistical reports without prior approval from you, (b) disclose such Data in a summary report that does not show, display or indicate customer specific or customer identifying information, (c) provide such Data to a third party service provider, for analytical purposes, and (d) use the aggregate Data (without customer identifiable information) to compare with other organizations within the same industry or group; provided, however that SCT may not release or share your identity or the identity of your company when performing the comparisons. The Data used pursuant to clauses (a) through (d) of the immediately preceding sentence shall not be considered your confidential information when such Data is in its aggregated or de-identified form.

Loss of Content; Security:

SCT utilizes industry standard reliability and security measures in an attempt to protect and preserve your data, however, due to the relative insecurity of any information which is transmitted over the internet (and over wireless networks or intranets in connection with transmission to or from the internet), stored on servers which are accessible via the internet and other means, it is impossible to guarantee complete security. If SCT’s servers or the servers of third party providers fail or become corrupt, we may lose and be unable to retrieve data you have submitted via the Software. Additionally, if your Account is closed for any reason, your content within the Software will be inaccessible.

Indemnification:

To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless SCT, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or accruing from your use of the Software, including downloading, installing, and/or using of the Software, and/or your breach of this EULA.

DISCLAIMER OF WARRANTIES:

SCT does not warrant that the functions contained in the software will meet your requirements and/or needs, and/or that the operation of the software will be uninterrupted.

This software and all cloud features are provided “as is” without any warranty of any kind. SCT is not obligated to provide any updates, upgrades, availability or technical support for this application and any related cloud features. Further, SCT shall not be liable for the accuracy of any information provided by SCT nor for any damages caused, either directly or indirectly, by acts taken or omissions made by you as a result of such information.

You assume full responsibility for the use of the software to achieve your intended results, and for the installation, use and results obtained from the application. You also assume the entire risk as it applies to the quality and performance of SCT products as a result of using the software.

You expressly understand and agree that your use of the software is at your sole discretion and risk and that the application is provided as is as available without warranty of any kind.

You are solely responsible for any damage to your computer, mobile device, any other device, or loss of data that results from such use.

Miscellaneous:

This EULA constitutes the entire agreement between you and SCT relating to the Software and governing your use of the Software, and completely replaces any prior or contemporaneous agreements between you and SCT regarding the Software.

SCT shall have the right to modify this EULA, the Terms of Use, or other rules, guidelines and directions at any time, which modification shall be effective immediately.

The failure of SCT to exercise or enforce any right or provision of this EULA does not constitute a waiver of such right or provision, which will still be available to SCT.

This EULA will be governed by the laws of the State of Florida.