BIZON Software End User License Agreement

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 (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 ON OR BUNDLED WITH THE BIZON PRODUCT YOU PURCHASED (THE “PRODUCT”) OR DOWNLOADED FROM bizon-tech.com OR ANY OTHER CHANNEL PROVIDED BY BIZON (“SOFTWARE”). THIS EULA IS PART OF THE BIZON TERMS OF SALE.

YOU AGREE TO THIS EULA BY USING THE PRODUCT CONTAINING THE SOFTWARE, INSTALLING THE SOFTWARE ON THE PRODUCT OR A DEVICE CONNECTED TO IT, OR DOWNLOADING THE SOFTWARE. IF YOU DO NOT AGREE, DO NOT USE THE PRODUCT OR DOWNLOAD THE SOFTWARE; YOU MAY RETURN THE PRODUCT IN ACCORDANCE WITH THE BIZON RETURNS & REFUNDS POLICY, TO THE EXTENT IT IS ELIGIBLE FOR RETURN.

Section 1. Limited Software License. Subject to this EULA, BIZON grants you a limited, non-exclusive, non-transferable, personal license to install, run and use one copy of the Software on the Product, or on your device connected to the Product, solely for 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, under any additional terms published with the download.

Section 2. Documentation. You may make and use a reasonable number of copies of the documentation provided with the Software for internal business purposes only; it may not be republished or redistributed 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 BIZON provides, or makes available at bizon-tech.com or any other channel, that updates or supplements the Software is governed by this EULA unless separate license terms are provided with it, in which case those terms govern. BIZON is not obligated to provide updates, and updates may change or remove features. Updates and support are provided only for Products located in the United States that have not been transferred in breach of the Terms of Sale.

Section 5. License Limitations. The license in Sections 1–3 applies only to the extent you have ordered and paid for the Product and states the entirety of your rights in the Software. BIZON reserves all rights not expressly granted. You shall not, and shall not permit any third party to: (a) use the Software for any purpose other than in connection with the Product; (b) license, sublicense, sell, distribute, lease, rent, lend, transfer or assign the Software, or make it available to third parties as a service, hosted or cloud offering; (c) reverse engineer, decompile, disassemble or attempt to discover the source code or trade secrets of the Software, except to the extent expressly permitted by applicable law; (d) adapt, modify, translate or create derivative works of the Software; (e) remove, alter or obscure any copyright, trademark or other proprietary notice on the Software or Product; (f) circumvent any method BIZON uses 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 (gnu.org/licenses/gpl.html) or other open-source licenses. Those licenses control solely with respect to the respective components to the extent this EULA conflicts with them, and you agree to be bound by them for those components. The Product also includes or is used with third-party software that is not BIZON Software, including 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 own licensors under their own terms, which you accept by using the Product; this EULA grants no rights in it, and BIZON makes no warranty and assumes no liability for it. NVIDIA GeForce software is not licensed for datacenter deployment, as set out in the NVIDIA GeForce software license.

Section 7. Audit. BIZON may audit your compliance with this EULA. You agree to give BIZON or its authorized agent reasonable access to your facilities, equipment, books and records and to cooperate reasonably, on reasonable notice and during normal business hours.

Section 8. Ownership. The Software is the valuable property of BIZON and its licensors, protected by copyright and other intellectual property laws and treaties. BIZON and its licensors own all right, title and interest in the Software. The Software is licensed, not sold. BIZON, BizonOS, Z-Hub and the BIZON logo are trademarks of Technostore LLC; all other trademarks belong to their respective owners.

Section 9. Limited Warranty. BIZON warrants that the Software will substantially conform to BIZON’s published specifications for it, if any, for ninety (90) days from delivery of the Product or such longer period as required by your local law. BIZON will use commercially reasonable efforts, at its discretion, to correct any such nonconformity or replace the nonconforming Software, provided you notify BIZON in writing within the warranty period. This warranty does not apply to nonconformity resulting from: (w) use, reproduction, distribution or disclosure not in accordance with this EULA; (x) any modification 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, service or item not provided by BIZON; or (z) your failure to comply with this EULA.

Section 10. Support. During the period in Section 9, and thereafter for the duration of the Lifetime Expert Care or other support plan purchased with the Product, BIZON provides the support services described in that plan. After that, support for the Software may be available on 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 DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. 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 (INCLUDING 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 IN CONNECTION WITH THIS EULA, 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 SOFTWARE OR THIS EULA IS LIMITED TO THE AMOUNT YOU ACTUALLY PAID 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 disclaimers and limitations above apply to the maximum extent permitted by law. Some states do not allow the exclusion of implied warranties or the exclusion or limitation of certain damages, so they may not apply to you.

Section 14. Export Restrictions. The Software is subject to U.S. export-control and sanctions laws, including the Export Administration Regulations and the regulations administered by OFAC, and to the BIZON Export Controls and Sanctions Compliance Policy, which applies to the Software as part of the Product. You agree to comply with those laws and that Policy, represent that you are located in the United States and are not a Restricted Party as defined in that Policy, and agree not to export, re-export, transfer or make the Software available to any person outside the United States.

Section 15. Data and Diagnostics. The Software does not transmit telemetry or usage data to BIZON. Diagnostic information is collected only when you provide it in connection with a support request or allow a remote support session, as described in the BIZON Privacy Policy. Z-Hub requires a BIZON account; account information is handled under the Privacy Policy.

Section 16. Termination. Without prejudice to any other rights, BIZON may terminate this EULA if you do not comply with its terms or with the Terms of Sale, including the Export Compliance Policy. On termination you must stop using the Software and destroy all copies. 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 in the United States who is permitted to receive the Product under the Export Compliance Policy and who agrees to this EULA. Any other transfer is void. BIZON may assign this EULA to an affiliate or successor.

Section 18. Applicable Law. Unless prohibited by local law, this EULA is governed by the laws of the State of Florida without regard to its conflict of laws rules. 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 arising out of or relating to this EULA or the Software shall be brought exclusively in the state courts in Broward County, Florida, or the U.S. District Court for the Southern District of Florida, in accordance with the dispute-resolution provisions of the Terms of Sale, which are incorporated by reference, and you submit to the jurisdiction and venue of those courts. Any dispute is limited to you and BIZON and shall not be consolidated with any other proceeding or brought on a class, collective or representative basis. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND BIZON EACH WAIVE TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS EULA OR THE SOFTWARE. Nothing in this Section prevents BIZON from seeking injunctive or other relief in any court of competent jurisdiction for any actual or threatened breach of this EULA relating to BIZON’s intellectual property or the Export Compliance Policy.

Section 20. Attorneys’ Fees. In any action to enforce this EULA, the prevailing party may recover its costs and reasonable attorneys’ fees in addition to any other relief.

Section 21. Severability. If any provision of this EULA is held invalid or unenforceable, the remainder remains in full force and effect.

Section 22. Entire Agreement. This EULA, together with the Terms of Sale and the policies incorporated in them, is the entire agreement between you and BIZON on the Software and supersedes all prior understandings. If this EULA conflicts with the Terms of Sale with respect to the Software, this EULA controls; on all other matters the Terms of Sale control. No amendment or waiver is valid unless in writing signed by the party to be bound, except that BIZON may update this EULA for future versions of the Software by posting a revised version at bizon-tech.com/eula.

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