IMPORTANT. CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT (hereinafter, “Agreement”). By installing or otherwise using the LS1100™/ LS-GunSmoke™/LS-Lite™/ LS-Professional™/LS-SafeChild™ hardware system shipped to you (hereinafter “Product”) and/or using the embedded and/or external software and firmware developed by Secure Outcomes Inc. (hereinafter “SOI”) also shipped to you that controls the Product (hereinafter “Software”) with or without optional features, you agree to be bound by the terms of this Agreement unless you are a federal, state, or local government agency and those terms conflict with the standard Federal Acquisition Regulations (FARs), in which case the FAR regulations take precedence.
GRANT OF LICENSE. In consideration of your purchase of the Product with or without options, SOI hereby grants to you, the purchaser, a limited, non-exclusive, revocable license to the Software subject to the following terms and conditions solely as part of and in connection with your use of the Software with the Product.
NO REVERSE ENGINEERING. You may not cause or permit, and must take all appropriate and reasonable steps necessary to prevent, the reverse engineering, decompilation, reverse assembly, modification, reconfiguration, or creation of derivative works of the Software or Product, in whole or in part.
OWNERSHIP. The Software, which is copyrighted, and the Product are proprietary products of SOI. SOI retains all title, rights, and interest in and to the Software, including, but not limited to, all copyrights, trademarks, trade secrets, know-how, and other proprietary information included or embodied in the Software. In addition, SOI retains all title, rights, and interest in and to the design of the Product, including, but not limited to, all copyrights, trademarks, trade secrets, know-how, and other proprietary information included or embodied in the Product. The Software and Product are protected by national copyright laws and international copyright treaties and are Patented (U.S. Pats. 9,569,655, 9,342,732, 8,676,046, and 8,331,775) and also Patents Pending.
TERM. This Agreement is effective from the date of receipt by you of the Product and Software and will remain in effect in perpetuity and for all time until terminated. This Agreement will terminate automatically at any time, with ten (1) days prior notice to you, if you fail to comply with any of the provisions hereunder. Upon termination of this Agreement for any reason, you must return all copies of the Software in your possession or control to SOI.
TRANSFERABILITY. You may sell or otherwise transfer ownership of the Product and license to use the Software to a third-party, in their entirety only, but only with the express pre-transfer written permission of SOI. In the event of such approved transfer or sale, this Agreement with its original dates and terms will also transfer.
LIMITED WARRANTY. This Limited Warranty is void if failure of the Product or the Software is due to accident, abuse, misuse, fraud, act of terrorism or war, act of God, or human error in which case SOI will incur no liability.
TELEPHONE SUPPORT. You have access to the SOI telephone support hotline for as long as you own the Product. The number for telephone support is: 1.303.638.3950.
HARDWARE. SOI’s terms of warranty on all manufactured hardware items, unless extended by you on either the original or a subsequent purchase order for an additional fee, are one (1) year from the date of shipment of Product from our offices. After the warranty has expired, product support and repairs are available on a fee paid basis according to the SOI published fee schedule, which may be amended or modified at any time. Warranty on all third party items sold through SOI such as integrated industrial process control computer boards, embedded solid state or other disk drives, peripheral circuit boards, cryptographic hardware devices, power supplies, liquid crystal panel displays, laptop computers, etc. is passed through with the original manufacturer’s warranty, which in all cases shall be at least one (1) year. SOI will provide no charge service for one (1) year, unless extended as above, to replace or handle repair returns on third-party materials. Any charges imposed by the original manufacturer will be passed through to the customer. After one (1) year, unless extended as above, SOI will handle returns on third-party material on a time and materials basis. SOI may, at its option, provide loaner equipment to you in the event of Product failure.
SOFTWARE. The term of the warranty on the Software, unless extended by you as detailed above under HARDWARE for an additional fee, is one (1) year from the date of shipment of Product and Software from SOI’s office. After one year, SOI will continue to provide telephone support and software bug fix upgrades for as long as you own the Product. Warranties on all third-party software are passed through with the original manufacturer’s warranty, which in all cases will be at least one (1) year. SOI will provide no charge service for one (1) year to replace or handle repair returns on third-party software. Any charges imposed by the manufacturer will be passed through to the customer.
DATA BACKUPS. You agree that you are responsible for completing backups of all collected fingerprint and other data to storage devices external to the Product on a responsible and appropriate periodic basis and that SOI will have no liability, whatsoever, for any data loss that results from Product or Software system crash or failure. In addition, you agree to always operate the Product with an external power line conditioning and/or UPS system in the power line and also agree to retain all original packaging. SOI recommends that you operate an LS1100 product on a 24/7/365 continual powered up basis.
OWNERSHIP OF DATA. SOI and you agree that SOI has no ownership of any fingerprint or other information collected by you with the Product and Software and you agree that SOI has no liability, whatsoever, in misuse by any party of any such fingerprint or other information due to theft, loss, negligence, etc and that you accept full ownership and responsibility for all such information and will indemnify SOI against any such claims.
EXPORTS. The Product and Software are classified by the United States federal government as military munitions covered by the current EAR (“Export Administration Regulations”) and you agree to not export, temporarily or permanently, or otherwise transfer from the physical boundaries, in any form, either directly or indirectly, Product and/or Software or any component of Product and/or Software, in whole or in part, from the destination country originally shipped to by SOI without express written preauthorization by a corporate officer of SOI. The Bureau of Industry and Security of the United States Department of Commerce has assigned the commodity classification ECCN 3A981 to most SOI products for export purposes from the United States.
FRAUDULENT OR ILLEGAL USE. You may not cause or permit, and must take all appropriate and reasonable steps necessary to prevent, any fraudulent or illegal use of Product and/or Software such as, but not limited to, identity theft, misrepresentation of fingerprint information, etc and you further agree that SOI will incur no liability from such fraudulent or illegal use of Product and/or Software by any party and will indemnify SOI against any such claims. In addition, you agree to use or cause to be used Product and/or Software only in full compliance with all applicable federal, state, and local laws and regulations.
DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOI DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, WITH REGARD TO THE PRODUCT AND THE SOFTWARE.
SOLE REMEDIES. If the Product and/or the Software, which are sold and/or licensed on an as-is basis, do not meet SOI’s limited warranty Agreement and you return the Product and/or the Software to SOI, which you agree to do only with written RMA preauthorization received from SOI, then the entire liability of SOI and your exclusive remedy shall be at SOI’s option, either (a) return of the price paid, if any, or (b) repair or replacement of the Product and/or Software. Any replacement Product and/or Software will be warranted for the remainder of the original warranty period. SOI will not accept systems back without the written pre-consent from its CEO.
LIMITATION OF LIABILITIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SOI BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS OR OTHER INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCT AND OR THE SOFTWARE. IN ANY CASE, THE ENTIRE LIABILITY OF SOI UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE PRODUCT AND THE SOFTWARE. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIMITATION OF WARRANTY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
ENTIRE AGREEMENT AND SEVERABILITY. This Agreement constitutes the complete and exclusive agreement between you and SOI with respect to the subject matter hereof and supersedes all prior written or oral agreements, understandings, or communications. If any provision of this Agreement is deemed invalid under any applicable law, it shall be deemed modified or omitted to the extent necessary to comply with such law and the remainder of this Agreement shall remain in full force and effect.
GOVERNING LAW. This Agreement is governed by the laws of the State of Colorado, without giving effect to the choice of law provisions therein. By accepting this Agreement, you hereby consent to the exclusive jurisdiction of the state and federal courts sitting in the State of Colorado.