END USER LICENSE AGREEMENT
For BIZON Software (BizonOS, Z-Hub, BIZON tools, utilities, images, scripts and any other BIZON software)
IMPORTANT–READ CAREFULLY: THIS END USER LICENSE AGREEMENT (“EULA”) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A LEGAL ENTITY) AND TECHNOSTORE LLC (DBA BIZON) (“BIZON”) FOR THE BIZON SOFTWARE, INCLUDING BIZONOS, Z-HUB AND ANY OTHER BIZON-DEVELOPED SOFTWARE, TOOLS, UTILITIES, SYSTEM IMAGES, SCRIPTS, FIRMWARE CONFIGURATIONS AND DOCUMENTATION, INSTALLED ONTO THE BIZON PRODUCT, OR BUNDLED WITH THE BIZON PRODUCT PURCHASED BY YOU (THE “PRODUCT”), OR LEGALLY DOWNLOADED FROM bizon-tech.com, OR ANY OTHER CHANNEL PROVIDED BY BIZON (“SOFTWARE”). THIS EULA FORMS PART OF THE BIZON TERMS OF SALE.
YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY USING THE PRODUCTS CONTAINING THE SOFTWARE, INSTALLING THE SOFTWARE ONTO THE PRODUCTS OR DEVICE CONNECTED TO THE PRODUCTS, OR DOWNLOADING THE SOFTWARE. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT USE THE PRODUCTS CONTAINING THE SOFTWARE OR DOWNLOAD THE SOFTWARE FROM bizon-tech.com, OR ANY OTHER CHANNEL PROVIDED BY BIZON. INSTEAD, YOU MAY RETURN THE PRODUCT TO BIZON IN ACCORDANCE WITH THE BIZON RETURNS & REFUNDS POLICY, TO THE EXTENT THE PRODUCT IS ELIGIBLE FOR RETURN UNDER THAT POLICY, OR TO THE RESELLER WHERE YOU PURCHASED IT IN ACCORDANCE WITH THE RESELLER’S APPLICABLE RETURN POLICY.
Section 1. Limited Software License. Subject to the terms and conditions of this EULA, BIZON grants you a limited, non-exclusive, non-transferable, personal license to install, run and use one copy of the Software loaded on the Product or on your device connected to the Product solely relating to your authorized use of the Product. Software that BIZON makes available for download for use on hardware not sold by BIZON (if any) is licensed for use on one computer per copy, in accordance with any additional terms published with the download.
Section 2. Documentation. You may make and use a reasonable number of copies of any documentation provided with the Software; provided that such copies will only be used for internal business purposes and are not to be republished or redistributed (either in hard copy or electronic form) to any third party.
Section 3. Backup. You may make a reasonable number of copies of the Software for backup and archival purposes only.
Section 4. Updates. Any software provided to you by BIZON or made available on the BIZON website at bizon-tech.com (“Website”) or any other channel provided by BIZON that updates or supplements the original Software is governed by this EULA unless separate license terms are provided with such updates or supplements, in which case, such separate terms will govern. BIZON is not obligated to provide updates, and updates may change or remove features. Software updates and support may be made available only to Products that are located in a destination to which BIZON ships under the Export Compliance Policy and that have not been transferred in breach of the Terms of Sale.
Section 5. License Limitations. The license set forth in Sections 1, 2 and 3 applies only to the extent that you have ordered and paid for the Product and states the entirety of your rights with respect to the Software. BIZON reserves all rights not expressly granted to you in this EULA. Without limiting the foregoing, you shall not, and shall not authorize or permit any third party to: (a) use the Software for any purpose other than that in connection with the Product; (b) license, sublicense, sell, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the Software, or make the Software available to third parties as a service, hosted or cloud offering; (c) reverse engineer, decompile, disassemble or attempt to discover the source code of or any trade secrets related to the Software, except and only to the extent that such conduct is expressly permitted by applicable law notwithstanding this limitation; (d) adapt, modify, alter, translate or create any derivative works of the Software; (e) remove, alter or obscure any copyright notice, trademark or other proprietary rights notice on the Software or Product; (f) circumvent or attempt to circumvent any methods employed by BIZON to control access to the components, features or functions of the Product or Software; or (g) use the Software in violation of applicable law, including the Export Laws referenced in Section 14.
Section 6. Open Source and Third-Party Software. The Software may contain components licensed to BIZON under the GNU General Public License (“GPL Components”), currently available at https://www.gnu.org/licenses/gpl.html, and under other open-source licenses. The terms of the GPL or other applicable open-source license will control solely with respect to the respective components to the extent that this EULA conflicts with the requirements of that license with respect to your use of such components, and, in such event, you agree to be bound by that license with respect to your use of such components. The Product also includes or is used with third-party software that is not BIZON Software, including without limitation operating systems (such as Ubuntu and Microsoft Windows), NVIDIA drivers, CUDA, cuDNN and other NVIDIA software, AMD and Intel software, and machine-learning frameworks and applications (“Third-Party Software”). Third-Party Software is licensed to you by its respective licensors under their own license terms, which you accept by using the Product; this EULA does not grant any rights in Third-Party Software, and BIZON makes no warranty and assumes no liability with respect to Third-Party Software. Without limiting the foregoing, NVIDIA GeForce software is not licensed for datacenter deployment, as set out in the NVIDIA GeForce software license.
Section 7. Audit. BIZON will have the right to audit your compliance with the terms of this EULA. You agree to grant BIZON a right to access to your facilities, equipment, books, records, and documents and to otherwise reasonably cooperate with BIZON in order to facilitate any such audit by BIZON or its agent authorized by BIZON, upon reasonable notice and during normal business hours.
Section 8. Ownership. The Software is a valuable property of BIZON and its licensors, protected by copyright and other intellectual property laws and treaties. BIZON or its licensors own all rights, titles, and interests in and to the Software, including but not limited to copyright and any other intellectual property rights. The Software is licensed, not sold. BIZON, BizonOS, Z-Hub and the BIZON logo are trademarks of Technostore LLC; all other trademarks are the property of their respective owners.
Section 9. Limited Warranty. BIZON provides a limited warranty that the Software will substantially conform to BIZON’s published specifications for the Software, if any, or otherwise set forth on the Website, for a period of ninety (90) days from the date of delivery of the Product or such longer period as required by your local law. BIZON will use commercially reasonable efforts to, in BIZON’s sole discretion, either correct any such nonconformity in the Software or replace any Software that fails to comply with the foregoing warranty, provided that you give BIZON written notice of such noncompliance within the warranty period. The foregoing warranty does not apply to any noncompliance resulting from any: (w) use, reproduction, distribution or disclosure not in accordance with this EULA; (x) any customization, modification or other alteration of the Software by anyone other than BIZON, including changes to the operating system, drivers, kernel, firmware or BIOS; (y) combination of the Software with any product, services or other items provided by anyone other than BIZON; or (z) your failure to comply with this EULA.
Section 10. Support. During the period specified in Section 9, and thereafter for the duration of the Lifetime Expert Care or other support plan purchased with the Product, BIZON will make available to you the support services described in that plan. Following the expiration of the applicable period, support for Software may be available from BIZON upon written request. Support does not include development of custom software, data recovery, or support for Third-Party Software beyond initial installation and configuration as delivered.
Section 11. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE SOFTWARE IS PROVIDED “AS IS” AND WITH ALL FAULTS. BIZON AND ITS SUPPLIERS HEREBY DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, ARISING BY LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE AND NONINFRINGEMENT, WITH REGARD TO THE SOFTWARE. WITHOUT LIMITING THE FOREGOING, BIZON DOES NOT WARRANT THAT THE SOFTWARE WILL BE FREE OF BUGS, ERRORS, VIRUSES OR OTHER DEFECTS, OR THAT ANY PARTICULAR PERFORMANCE, THROUGHPUT, MODEL ACCURACY OR COMPATIBILITY WITH YOUR WORKLOADS, DATA, MODELS OR THIRD-PARTY SOFTWARE WILL BE ACHIEVED.
Section 12. Disclaimer of Certain Damages. IN NO EVENT WILL BIZON OR ITS LICENSORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO LOSS OF DATA, INFORMATION, REVENUE, PROFIT OR BUSINESS) ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SOFTWARE OR OTHERWISE UNDER OR IN CONNECTION WITH THIS EULA OR THE SOFTWARE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY EVEN IF BIZON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Section 13. Limitation of Liability. BIZON’S AND ITS SUPPLIERS’ LIABILITY ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SOFTWARE OR OTHERWISE UNDER OR IN CONNECTION WITH THIS EULA OR THE SOFTWARE IS LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE PRODUCT REGARDLESS OF THE AMOUNT OF DAMAGES YOU MAY INCUR AND WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY. The foregoing disclaimer of warranties, disclaimer of certain damages and limitation of liability will apply to the maximum extent permitted by applicable law. The laws of some states/jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of certain damages. To the extent that those laws apply to this EULA, the exclusions and limitations set forth above may not apply to you.
Section 14. Export Restrictions. You acknowledge that the Software is subject to U.S. export restrictions. You agree to comply with all applicable laws and regulations that apply to the Software, including without limitation the U.S. Export Administration Regulations and the sanctions regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, and with the BIZON Export Controls and Sanctions Compliance Policy, which applies to the Software as part of the Products. You represent that you are not located in, and will not export, re-export, transfer or make the Software available to any person in, a destination to which BIZON does not ship under that Policy, and that you are not a Restricted Party as defined in that Policy.
Section 15. Data and Diagnostics. The Software may collect hardware configuration, system health, error and usage diagnostics and transmit them to BIZON for the purposes of providing support, warranty service and updates, in accordance with the BIZON Privacy Policy. The Software does not collect the contents of your data, models or files. You may disable optional diagnostics as described in the Software documentation; disabling diagnostics may limit BIZON’s ability to provide remote support.
Section 16. Termination. Without prejudice to any other rights, BIZON may terminate this EULA if you do not abide by the terms and conditions contained herein or the Terms of Sale, including the Export Compliance Policy. In such event, you must cease use of the Software and destroy all copies of the Software and all of its component parts. Sections 5, 8, 11, 12, 13, 14, 18, 19 and 20 survive termination.
Section 17. Assignment. You may not transfer or assign your rights under this EULA to any third party, except together with the Product on which the Software is pre-installed, to a transferee who is permitted to receive the Product under the Export Compliance Policy and who agrees to be bound by this EULA. Any such transfer or assignment in violation of the foregoing restriction will be void. BIZON may assign this EULA to an affiliate or to a successor of its business.
Section 18. Applicable Law. Unless expressly prohibited by local law, this EULA is governed by and construed in accordance with the laws of the State of Florida without regard to any conflict of law principles to the contrary. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.
Section 19. Dispute Resolution. Any dispute, controversy or claim arising out of or relating to this EULA or the Software will be resolved exclusively in the state courts located in Broward County, Florida, or the United States District Court for the Southern District of Florida, in accordance with the dispute-resolution provisions of the BIZON Terms of Sale, which are incorporated by reference, and you irrevocably submit to the personal jurisdiction and venue of those courts. Any such dispute will be limited solely to the dispute between you and BIZON, will not be consolidated with any other proceeding and will not be conducted on a class-wide, collective or representative basis. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND BIZON EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS EULA OR THE SOFTWARE. Nothing in this Section shall be deemed to prohibit or restrict BIZON from seeking injunctive relief or seeking such other rights and remedies as it may have at law or equity, in any court of competent jurisdiction, for any actual or threatened breach of any provision of this EULA relating to BIZON’s intellectual property rights or the Export Compliance Policy.
Section 20. Attorneys’ Fees. In any legal action or proceeding to enforce rights or remedies under this EULA, the prevailing party will be entitled to recover, in addition to any other relief to which it may be entitled, costs and reasonable attorneys’ fees.
Section 21. Severability. If any provision of this EULA is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this EULA will remain in full force and effect.
Section 22. Entire Agreement. This EULA, together with the BIZON Terms of Sale and the policies incorporated therein, sets forth the entire agreement of BIZON and you with respect to the Software and the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements whether written or oral. In the event of a conflict between this EULA and the Terms of Sale with respect to the Software, this EULA controls; with respect to all other matters, the Terms of Sale control. No amendment, modification or waiver of any of the provisions of this EULA will be valid unless set forth in a written instrument signed by the party to be bound thereby, except that BIZON may update this EULA for future versions of the Software by posting a revised version on the Website.
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