Simplicity Integration, Inc.
End-User License Agreement (Perpetual License)
SI Connect – Data Logging Software component
This End-User License Agreement (“Agreement” or “EULA”) is entered into between Simplicity Integration, Inc. (“Licensor”) and the end-user identified in the applicable order or purchase documentation (“Licensee”). This Agreement governs Licensee’s use of the Licensed Software provided by Licensor, whether directly or through an authorized value-added reseller (“VAR”).
1. LICENSE GRANT
1.1 Perpetual License. Subject to Licensee’s compliance with this Agreement, Licensor grants to Licensee a non-exclusive, non-transferable, perpetual license to install and use the Licensed Software solely for Licensee’s internal business operations.
1.2 Authorized Use. Licensee’s use is limited to the number of licenses, devices, or users specified in the applicable Order Form or VAR agreement.
1.3 Restrictions. Licensee shall not: (a) copy or reproduce the Licensed Software, except for one (1) archival copy; (b) modify, decompile, reverse engineer, or disassemble the Licensed Software; (c) sublicense, lease, rent, or distribute the Licensed Software; or (d) remove or alter proprietary notices, trademarks, or confidentiality legends.
2. OWNERSHIP AND INTELLECTUAL PROPERTY
The Licensed Software is licensed, not sold. All rights, title, and interest in and to the Licensed Software and related materials remain with Licensor. Licensee acquires no ownership interest, express or implied, in the Licensed Software other than the limited use rights granted herein.
3. TERM AND TERMINATION
3.1 Term. The license granted under this Agreement is perpetual, commencing upon delivery of the Licensed Software.
3.2 Termination. Licensor may terminate this Agreement upon written notice if Licensee materially breaches any provision and fails to cure such breach within thirty (30) days. Upon termination, Licensee shall cease use and destroy all copies of the Licensed Software.
3.3 Survival. Sections 2, 5, 6, and 8 survive termination.
4. MAINTENANCE AND SUPPORT (OPTIONAL)
4.1 Scope. Maintenance and Support Services (“Maintenance Services”) are available under a separate Maintenance Agreement or Order Form. Maintenance Services may include bug fixes, error corrections, updates, and access to technical support.
4.2 Renewal. Maintenance Services are renewable annually. Non-renewal does not terminate the perpetual license but ends access to updates and technical support.
4.3 Pricing. Unless otherwise specified, annual Maintenance Service fees are calculated at eighteen to twenty-five percent (18–25%) of the one-time license fee.
5. LIMITED WARRANTY AND DISCLAIMER
5.1 Limited Warranty. Licensor warrants that, for ninety (90) days following delivery, the Licensed Software will materially conform to its published documentation.
5.2 Disclaimer. Except as expressly provided herein, the Licensed Software is provided “AS IS” without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.
6. LIMITATION OF LIABILITY
To the maximum extent permitted by law, Licensor shall not be liable for any indirect, incidental, special, or consequential damages, including loss of data, business interruption, or loss of profits. Licensor’s total cumulative liability shall not exceed the amount paid by Licensee for the Licensed Software.
7. AUDIT RIGHTS
Licensor reserves the right, upon reasonable notice, to audit Licensee’s use of the Licensed Software once annually to confirm compliance with this Agreement.
8. GENERAL PROVISIONS
8.1 Governing Law. This Agreement shall be governed by the laws of the State of Texas, without regard to its conflicts of law rules.
8.2 Assignment. Licensee may not assign this Agreement without Licensor’s prior written consent.
8.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the Licensed Software and supersedes all prior understandings.
8.4 Notices. Notices shall be delivered to Simplicity Integration, Inc., Attn: Legal Department, or via email as designated by Licensor.
8.5 Severability. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in effect.
9. PREDICTIVE ANALYSIS DISCLAIMER
The predictive analyses, forecasts, risk assessments, alerts, recommendations, and other analytical outputs generated or provided by the Data or the Software (collectively, “Predictive Outputs”) are estimates intended to assist Customer in identifying potential flood risks, prioritizing monitoring activities, and taking appropriate risk-mitigation measures. Predictive Outputs may be generated using historical data, current or forecasted weather information, artificial intelligence or machine-learning tools, geographic information, sensor data, third-party data, and other available inputs. Actual conditions and events may differ materially from the Predictive Outputs due to inaccurate, incomplete, delayed, or changing data; differences between forecasted and actual weather; changes in terrain, drainage, waterways, infrastructure, or other geographic or environmental conditions; equipment, communications, or sensor limitations; and other circumstances beyond Licensor’s reasonable control. Accordingly, Licensor does not warrant that any Predictive Output will be complete, accurate, current, or free from error, or that it will identify, predict, prevent, or provide sufficient advance notice of any flood or other event. Customer remains responsible for monitoring actual conditions and available data, exercising independent judgment, and implementing appropriate emergency preparedness, response, and risk-mitigation measures. The System and Predictive Outputs are decision-support tools and are not substitutes for Customer’s independent monitoring, professional judgment, emergency procedures, or compliance with governmental warnings or directives.
MAINTENANCE TERMS (If Purchased not included in Perpetual License)
If Licensee purchases Maintenance Services, Licensor shall provide:
- Access to updates and minor releases during the maintenance term;
- Technical support during standard business hours;
- Target response times: Critical (2 hours), Major (4 hours), Minor (1 business day);
- Renewal pricing at 25% of current list license price.
Version 8/22/26