End User License Agreement

This end user license agreement ("EULA") is a legal agreement between Customer and IPECS Co., Ltd., LG Gasan Digital Center, 189 Gasan-digital 1-ro, Gumcheon-gu, 08503, Seoul, Korea, Republic of. (“IPECS”). Customer means the individual or legal entity who is granted a license to the Software and the Management as a Service under this EULA. Customer agrees that this EULA is enforceable like any written negotiated agreement signed by Customer. This EULA applies to Customer’s use of the Software. Please read this EULA carefully. By clicking on the “accept” button below you agree to the terms of this EULA.

1. Grant of license

Subject to the terms of this EULA, IPECS grants Customer a limited, term based, non-exclusive, non-transferable, non-sublicensable license to use the Software. Customer may not use the Software for any purpose or in any way, not expressly permitted by this EULA. The right to use the Software begins on the date the Software is installed and continues until the end of the specified term, unless otherwise terminated in accordance with this EULA.

2. Terms of use

Customer will not use the Software for any purpose other than use of iPECS product. Customer will

(a) ensure that not provide or make it available to any other person or entity;
(b) not distribute, sublicense, assign, pledge or otherwise transfer its license;
(c) not copy it, or any parts of it;
(d) reproduce copyright or other markings when making a permitted copy;
(e) not modify, reverse engineer, decompile, disassemble, assemble, or otherwise derive or attempt to derive any source code or algorithms from the Software, or, translate, change or make any derivative work of the Software; and
(f) apply the provisions of confidentiality in this EULA to it.

3. General terms for Software

3.1 Certain Software may contain third party code (including free open source software) that is licensed under separate agreements, where additional rights and obligations apply. Customer agrees to comply with such terms. All open source software is provided “as-is”, and IPECS makes no and disclaims any express or implied warranty regarding open source software. IPECS’s liability is excluded for any claim relating to open source software.
3.2 Customer’s obligations under this EULA survive with no limit in time after this EULA terminates for any reason.

4. No Warranty Under this EULA IPECS (and IPECS’s Affiliate or contractor) does not make any express or implied warranties or representations regarding the Software and Documentation, including non-infringement of third-party rights, merchantability, satisfactory quality or fitness for purpose. IPECS does not warrant that any particular result can be derived from using the Software or Documentation.

5. Installation and activation

The Customer is responsible for installing and activating in accordance with IPECS’s instructions.

6. Term; suspension and termination

6.1 The license will remain effective until terminated. This EULA is entered into as of the date that Customer accepts the terms herein (the “Effective Date”).
6.2 Customer’s access may be blocked, restricted or suspended to the Software or this EULA may be terminated by Cloud operator’s act if Cloud operator IPECS unilaterally determines that there is a general security or operational risk to the Software or parts thereof, or if required by law or regulation. IPECS may also restrict or suspend Customer’s access to the Software or terminate this EULA if IPECS unilaterally determines that Customer (a) has breached this EULA, (b)violates any applicable law or regulation or any of the acceptable use obligations. If the cause can be remedied, IPECS will notify Customer of the steps needed to restore the Software or parts thereof. If the cause cannot be remedied or Customer fails to take such action within a reasonable time, IPECS may terminate Customer’s license to the Software without liability or paying compensation.
6.3 Customer’s access may be blocked, restricted or suspended to the Software or this EULA may be terminated by Cloud operator’s act if Cloud operator IPECS unilaterally determines that there is a general security or operational risk to the Software or parts thereof, or if required by law or regulation. IPECS may also restrict or suspend Customer’s access to the Software or terminate this EULA if IPECS unilaterally determines that Customer (a) has breached this EULA, (b)violates any applicable law or regulation or any of the acceptable use obligations. If the cause can be remedied, IPECS will notify Customer of the steps needed to restore the Software or parts thereof. If the cause cannot be remedied or Customer fails to take such action within a reasonable time, IPECS may terminate Customer’s license to the Software without liability or paying compensation.

7. Ownership

7.1 IPECS or its contractor retains all Intellectual Property Rights in and to Software and Documentation.
7.2 Except as expressly set out in this EULA, nothing in this EULA creates any right of ownership or license in or to the other party’s Intellectual Property Rights. Each party continues to independently own and maintain its Intellectual Property Rights. No implied licenses exist under this EULA, and any right that Customer is not granted under this EULA is reserved to IPECS or its licensors.

8. Indemnity Customer will indemnify and hold harmless IPECS from any claims, damages, liabilities, costs and fees (including reasonable attorney fees) arising from (i) Customer's use of and access to the Software, Documentation or parts thereof (including, without limitation, any interface), or (ii) Customer's failure to comply with any term of this EULA.

9. Limitation of liability

Customer agrees that IPECS under this EULA will have no liability whatsoever for any use Customer makes of the Software and the Documentation. IN NO EVENT SHALL ERICSSON-LG ENTERPRISE BE LIABLE FOR ANY DAMAGES REGARDLESS OF DIRECT, INDIRECT, INCIDENTAL, COLLATERAL, CONSEQUENTIAL OR SPECIAL DAMAGES OR LOSSES INCLUDING WITHOUT LIMITATION LOSS OF USE, PROFITS, GOODWILL OR SAVINGS, OR LOSS OF DATA, DATA FILES, OR OTHER PROGRAMS.

10. Confidentiality

The Software and Documentation, this EULA and any other information provided by IPECS shall be deemed confidential information of IPECS (“Confidential Information”). Notwithstanding the foregoing, Confidential Information shall not include information that Customer can evidence in writing: (a) is already known to Customer without restriction as to disclosure prior to disclosure by IPECS; (b) becomes publicly available without fault of Customer; (c) is rightfully obtained by Customer from a third party without restriction as to disclosure; or (d) is independently developed or created by Customer without use of the Confidential Information. Except as otherwise expressly authorized herein, Customer agrees to: (i) use the Confidential Information only to perform hereunder or exercise rights granted to it hereunder; (ii) treat all Confidential Information in the same manner as it treats its own similar proprietary information, but in no case will the degree of care be less than reasonable care; and (iii) disclose the Confidential Information only to Customer’s employees and authorized persons who have a need to know such information for the purposes of this EULA, provided that any such employee or authorized person will be subject to obligations of non-use and confidentiality with respect to the Confidential Information at least as restrictive as the terms of this EULA, and Customer shall remain liable for any non-compliance with the terms of this EULA of such employee or authorized persons. Nothing in this EULA shall prevent Customer from disclosing information to the extent Customer is legally obligated to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, Customer shall: (i) assert the confidential nature of the information to the agency, (ii) immediately notify IPECS in writing of the agency’s order or request to disclose, and (iii) cooperate fully with IPECS in protecting against any such disclosure and obtaining a protective order narrowing the scope of the obligated disclosure and protecting its confidentiality. The confidentiality obligations under this section shall survive any expiration or termination of this EULA and be effective for a period of [five (5) years] after the expiration or termination of this EULA.

11. Export control

11.1 Customer acknowledges that the Software may be controlled under applicable export and import control or sanctions laws and regulations. Customer will comply strictly with all such applicable laws and regulations.
11.2 Customer will only use the Software for civil and peaceful use. Thus, Customer will not use the Software for any purpose connected with chemical, biological or nuclear weapons, or missiles capable of delivering such weapons.
11.3 Upon IPECS’s request, Customer will provide to IPECS an end-user statement, in the format that IPECS provide, signed by authorized representatives of the Customer. If there is a delay in providing such end-user statement, IPECS may postpone providing or delivering the Software for a period equivalent to the delay.

12. Governing law and dispute resolution

12.1 The laws of Republic Korea (excluding its conflict of law principles) govern all matters under this EULA.
12.2 The parties will settle any dispute arising out of this EULA by arbitration under the Rules of Arbitration of the International Chamber of Commerce using three arbitrators, in the city where IPECS is registered, with all documents and proceedings in Korean.
12.3 Despite arbitration, the parties may use a competent court for an equitable or injunction remedy. Judgment on the award rendered in any such arbitration may be entered in any court having jurisdiction. The confidentiality obligations under this EULA apply to the arbitration proceedings and documentation.

13. Other provisions

13.1 This EULA constitutes the entire agreement of the parties relating to the subject matter of this EULA. This EULA supersedes all other oral or written agreements, understandings, representations or courses of dealing relating to the subject matter of this EULA.
13.2 Customer may not assign any right or transfer any obligation under this EULA unless it has obtained the prior written consent of IPECS.
13.3 No waiver of satisfaction of a condition or non-performance under this EULA is effective unless it is in writing and signed by the party granting the waiver.
13.4 If any provision of this EULA is held to be unenforceable (a) that provision is to be interpreted either by modifying it to the minimum extent to make it enforceable (if permitted by law), or disregarding it (if not); and (b) the rest of this EULA is to remain in effect as written.

IPECS may change the terms of this EULA by providing at least one month's written notice. Such changes apply, as of the effective date IPECS specifies in the notice.

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