End User License Agreement
Last Updated May 22, 2025
Note: This End User License Agreement only applies to resellers and end-customers of iOT365, LLC who have licensed software from iOT365, or sub-licensed iOT365 software from an iOT365 authorized reseller, who have also licensed data collection hardware provided directly or through a reseller by iOT365. If you have purchased (vs. licensed) the data collection hardware provided by iOT365 directly or through an authorized reseller, please refer to the end user license agreement found here. If your data collection hardware was not provided by iOT365, but was provided directly by an authorized reseller instead of iOT365, please refer to the end user license agreement found here.
THE PARTIES TO THIS AGREEMENT ARE YOU (THE END-CUSTOMER OR RESELLER) AND IOT365, LLC (“IOT365” OR “WE”). PLEASE CAREFULLY READ THE FOLLOWING LEGAL AGREEMENT (THE “AGREEMENT” OR “EULA”). USE OR INSTALLATION OF IOT365 PRODUCT(S) AND ANY UPDATES THERETO, INCLUDING HARDWARE PRODUCTS (“IOT365 HARDWARE”) AND SOFTWARE INCLUDED THEREIN BY IOT365, AND STAND-ALONE OR CLOUD-BASED SOFTWARE PRODUCTS LICENSED BY IOT365 (THE “SOFTWARE” AND TOGETHER WITH THE IOT365 HARDWARE, THE “PRODUCTS”) CONSTITUTES ACCEPTANCE BY YOU OF THE TERMS IN THIS AGREEMENT, AS AMENDED OR UPDATED FROM TIME TO TIME IN IOT365’S DISCRETION BY IOT365 PUBLISHING AN AMENDED OR UPDATED VERSION. IOT365 SHALL NOT BE BOUND BY ANY ADDITIONAL AND/OR CONFLICTING PROVISIONS IN ANY ORDER, RELEASE, ACCEPTANCE OR OTHER WRITTEN CORRESPONDENCE OR OTHER WRITTEN OR VERBAL COMMUNICATION UNLESS EXPRESSLY AGREED TO IN A WRITING SIGNED BY THE CHIEF EXECUTIVE OFFICER OR PRESIDENT OF IOT365. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT START THE INSTALLATION PROCESS OR USE THE PRODUCTS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU SHOULD IMMEDIATELY, AND IN NO EVENT LATER THAN FIVE (5) CALENDAR DAYS AFTER YOUR RECEIPT OF THE PRODUCT, IMMEDIATELY NOTIFY IOT365 LEGAL AT LEGAL@IOT365.IO OF REQUESTED EULA CHANGES.
This is a license agreement between you and iOT365, not a sales agreement. The term “Software”, as used throughout this Agreement, includes all iOT365 software provided to you incorporated into iOT365 or third-party appliances and any stand-alone software provided to you by iOT365, and the term “Software” also includes any accompanying documentation, any updates and enhancements of the software provided to you by iOT365, at its option. iOT365 grants to you a non-transferable (except as provided in section 6 (“Transfer”) and section 16 (“Open Source Software), non-exclusive, revocable (in the event of your failure to comply with these terms, in the event of termination, or in the event iOT365 is not properly paid for the applicable Product) license to use the Software solely for your internal business purposes (provided, if (a) agreed by iOT365 in writing, (b) you are authorized by iOT365 in writing to provide managed service provider services (“MSSP”) to your end-customers, and (c) you pay for an MSSP license, then you may use the Software and Software embedded in iOT365 Hardware to provide those services, subject to the other restrictions in this Agreement), in accordance with the terms set forth in this Agreement and subject to any further restrictions in iOT365 documentation (including license term restrictions). You agree that, except for the limited, specific license rights granted in this section 1, you receive no license rights to the Software. iOT365 Hardware is provided on a license basis also; all right and title in the IOT365 Hardware remains with iOT365, and you must return at your cost all iOT365 Hardware to iOT365 at the address it designates at the end of the contract period of your license agreement, unless another license agreement is agreed to by both parties within 30 days of the termination of the prior agreement \
2. User Data
“User Data” refers to any data, content, or information that the User uploads, submits, transmits, or generates via the Software, including but not limited to telemetry data, log files, and configuration settings. You acknowledge and agree that iOT365 may collect, process, and store User Data in accordance with the iOT365 Privacy Policy, located at www.iot365.io/privacy-policy which forms an integral part of this Agreement. You are responsible for maintaining the security and confidentiality of your login credentials, API keys, and any data transmitted through the Software. iOT365 employs industry-standard security measures to protect User Data but makes no guarantees regarding the security of User Data during transmission or storage.
You may not attempt to, and, if you are a corporation, you are responsible to prevent your employees and contractors from attempting to: (a) modify, translate, reverse engineer, decompile, disassemble, create derivative works based on, sublicense, or distribute the Software; (b) rent or lease any rights in the Software in any form to any third party or make the Software available or accessible to third parties in any other manner (except as expressly permitted for MSSP partners); (c) transfer assign or sublicense right to any other person or entity (except as provided in section 6): (d) remove any proprietary notice, labels, or marks on the Software and Products; (e) use the Software to determine, or disclose the results of, any benchmarking or performance measurements; (f) interfere with a platform for use of the Software; (g) use the Software on a device not owned/licensed and controlled by you; (h) use automated means to access online portions of the platform for the Software; or, (i) use the Software for third-party training, commercial time-sharing or service bureau use or use the Software to provide services to third parties, except as expressly set forth in this Agreement. You may not use the iOT365 Hardware for any other purpose than running the iOT365 Software, unless otherwise agreed to by iOT365 in writing.[
All rights (including copyrights, trade secret, patent and other intellectual property rights), title, interest in and to the Software and any Product, and any copy thereof remain with iOT365. You acknowledge that no title or other intellectual property rights in the Software or other Products is transferred to you and you will not acquire any rights to the Software or other Products except for the specific limited license as expressly set forth in section 1 (“License Grant”) above. You expressly agree and acknowledge that iOT365 owns, retains, and shall retain all intellectual property rights in and to, and you have no intellectual property rights in and to, the Products and the Software other than the License Grant. You agree to keep confidential all iOT365 confidential information and only to use such information for the purposes for which iOT365 disclosed it.
The term of the license is the term as set forth in the ordering documents, other iOT365 documentation, or per iOT365 practices or policies (such as with evaluation or beta licenses or subscription or other term licenses). iOT365 may terminate this Agreement, and the licenses and other rights herein, immediately without notice if you breach or fail to comply with any of the terms and conditions of this Agreement or for other reasons as stated in iOT365’s other documentation. You agree that, upon such termination, you will cease using the Software and any Product and either destroy all copies of the iOT365 documentation or return all materials to iOT365.
If you are a iOT365 contracted and authorized reseller or distributor of Products, you may transfer (not rent or lease unless specifically agreed to in writing by iOT365) the Software to one end user on a permanent basis, along with iOT365 Hardware provided that: (i) you ensure that your customer and the end user receives a copy of this Agreement, is bound by its terms and conditions, and, by selling the Product or Software, you hereby agree to enforce the terms in this Agreement against such end user, (ii) you at all times comply with all applicable United States export control laws and regulations, and (iii) you agree to refund any fees paid to you by an end user who purchased Product(s) from you but does not agree to the terms contained in this Agreement and therefore wishes to return the Product(s) as provided for in this Agreement. Further, if you are a non-authorized reseller of Products, you are not authorized to sell Product(s) or Software, but, regardless, by selling Product(s) or Software, you hereby agree you are bound by the restrictions and obligations herein and are bound to: (i) ensure that your customer and the end user receive a copy of this Agreement and are bound in full by all restrictions and obligations herein (ii) enforce the restrictions and obligations in this Agreement against such customer and/or end user, (iii) comply with all applicable United States export control laws and regulations and all other applicable laws, and (iv) refund any fees paid to you by a customer and/or end user who purchased Product(s) from you but does not agree to the restrictions and obligations contained in this Agreement and therefore wishes to return the Product(s) as provided for in this Agreement. Notwithstanding anything to the contrary, distributors, resellers and other iOT365 partners (a) are not agents of iOT365 and (b) are not authorized to bind iOT365 in any way. iOT365’s license, warranty, and support are only available for Products that you purchased directly from an authorized iOT365 channel partner or from iOT365, and provided such Products originate from iOT365. Products not purchased from an authorized iOT365 channel partner or iOT365 are not eligible, will not be supported, and may be blocked from registration.
iOT365 provides this limited warranty for its product only to the single end-user person or entity that originally licensed the Product from iOT365 or its authorized reseller or distributor and paid for such Product. Support is only available for Products properly purchased through authorized distributors and resellers. The warranty periods discussed below will start according to iOT365’s policies posted in the iOT365 website located at www.iot365.io or such other website as provided by iOT365. It is the iOT365 distributor’s and reseller’s responsibility to make clear to the end user the date the product was originally shipped from iOT365, and it is the end user’s responsibility to understand the original ship date from the party from which the end user purchased the product. All warranty claims must be submitted in writing to iOT365 before the expiration of the warranty term or such claims are waived in full. iOT365 provides no warranty for any beta, donation or evaluation Products. iOT365 warrants that the hardware portion of the Products (“Hardware”) will be free from material defects in workmanship as compared to the functional specifications for the period of the software license subscription contracted with iOT365 or its resellers or distributors. iOT365’s sole obligation shall be to repair or offer replacement Hardware for the defective Hardware at no charge to the original owner. This obligation is exclusive of transport fees, labor, de-installation, installation, reconfiguration, or return shipment and handling fees and costs, and iOT365 shall have no obligation related thereto. Such repair or replacement will be provided by iOT365 at an authorized iOT365 service facility. The replacement Hardware need not be new or of an identical make, model, or part. iOT365 warrants that Software as initially shipped by iOT365 will substantially conform to iOT365’s then-current functional specifications for the Software, as set forth in the applicable documentation for a period of ninety (90) days (“Software Warranty Period”), if the Software is properly installed on approved hardware, including cloud-based services, and operated as set forth in its documentation. iOT365’s sole obligation shall be to repair or offer replacement Software for the non-conforming Software with software that substantially conforms to iOT365’s functional specifications. Except as otherwise agreed by iOT365 in writing, the warranty replacement Software is provided only to the original licensee, and is subject to the terms and conditions of the license granted by iOT365 for the Software. The Software Warranty Period shall extend for an additional ninety (90) days after any warranty replacement software is delivered. If iOT365 determines in its reasonable discretion that a material non-conformance is incapable of correction or that it is not practical to repair or replace the non-conforming Software, the price paid by the original licensee for the non-conforming Software will be refunded by iOT365; provided that the non-conforming Software (and all copies thereof) is first returned to iOT365. The license granted respecting any Software for which a refund is given automatically terminates immediately upon refund. For purpose of the above hardware and software warranties, the term “functional specifications” means solely those specifications authorized and published by iOT365 that expressly state in such specifications that they are the functional specifications referred to in this section 7 of this Agreement, and, in the event no such specifications are provided to you with the Software or Hardware, there shall be no warranty on such Software.
8. Disclaimer of Other Warranties and Restrictions.
EXCEPT FOR THE LIMITED WARRANTY SPECIFIED IN SECTION 7 ABOVE, THE PRODUCT AND SOFTWARE ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY OF ANY KIND INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY, IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, OR WARRANTY FOR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IF ANY IMPLIED WARRANTY CANNOT BE DISCLAIMED IN ANY TERRITORY WHERE A PRODUCT IS SOLD, THE DURATION OF SUCH IMPLIED WARRANTY SHALL BE LIMITED TO NINETY (90) DAYS FROM THE DATE OF ORIGINAL SHIPMENT OR INSTALLATION FROM IOT365. EXCEPT AS EXPRESSLY COVERED UNDER THE LIMITED WARRANTY PROVIDED HEREIN, THE ENTIRE RISK AS TO THE QUALITY, SELECTION AND PERFORMANCE OF THE PRODUCT IS WITH THE PURCHASER OF THE PRODUCT. YOU HEREBY ACKNOWLEDGE AND AGREE THAT NO VENDOR CAN ASSURE COMPLETE SECURITY AND NOTHING HEREIN OR ELSEWHERE SHALL BE DEEMED TO IMPLY A SECURITY GUARANTEE OR ASSURANCE, AND IOT365 DISCLAIMS LIABILITY REGARDING YOUR WEB BROWSER’S REQUIREMENTS OR ANY THIRD PARTY DEVICE OR APPLIANCE USED TO OPERATE THE SOFTWARE.
iOT365’s warranty in Section 7 above does not apply if the Software, Product or any other equipment upon which the Software is authorized to be used (a) has been altered, except by iOT365 or its authorized representative, (b) has not been installed, operated, repaired, updated to the latest version, or maintained in accordance with instructions supplied by iOT365, (c) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident; (d) is licensed for beta, evaluation, donation, testing or demonstration purposes or for which iOT365 does not charge a purchase price or license fee; or (e) is procured from a non-authorized reseller or non-authorized distributor. In the case of beta, testing, evaluation, donation or free Software or Product, the end user acknowledges and agrees that such Software or Product may contain bugs or errors and could cause system failures, data loss and other issues, and the end user agrees that such Software or Product is provided “as-is” without any warranty whatsoever, and iOT365 disclaims any warranty or liability whatsoever. An end user’s use of evaluation or beta Software or Product is limited to thirty (30) days from original shipment unless otherwise agreed in writing by iOT365. For clarity, notwithstanding anything to the contrary, all sales are final and no provision in this EULA entitles you to return Products, other than as expressly set forth herein.
Any disputes arising out of this Agreement or iOT365’s limited warranty shall be governed by the laws of the state of New York, without regard to the conflict of laws principles. In the event of any disputes arising out of this Agreement or iOT365’s limited warranty, the parties submit to the jurisdiction of the federal and state courts located in New York, New York, as applicable, and agree that any controversy or claim arising out of or relating to this Agreement shall be determined in the federal and state courts located in New York, New York, as applicable.
TO THE MAXIMUM EXTENT PERMITTED BY LAW AND NOTWITHSTANDING ANYTHING TO THE CONTRARY, IOT365 IS NOT LIABLE UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, INFRINGEMENT OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOSS OF USE OF THE PRODUCT OR SERVICE OR ANY DAMAGES OF ANY KIND WHATSOEVER, WHETHER DIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, LOSS OF PROFIT, LOSS OF OPPORTUNITY, LOSS OR DAMAGE RELATED TO USE OF THE PRODUCT OR SERVICE IN CONNECTION WITH HIGH RISK ACTIVITIES, DE-INSTALLATION AND INSTALLATION FEES AND COSTS, DAMAGE TO PERSONAL OR REAL PROPERTY, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, COMPUTER SECURITY BREACH, COMPUTER VIRUS INFECTION, LOSS OF INFORMATION OR DATA CONTAINED IN, STORED ON, OR INTEGRATED WITH ANY PRODUCT INCLUDING ANY PRODUCT RETURNED TO IOT365 FOR WARRANTY SERVICE) RESULTING FROM THE USE OF THE PRODUCT, RELATING TO WARRANTY SERVICE, OR ARISING OUT OF ANY BREACH OF THE LIMITED WARRANTY IN SECTION 7 ABOVE, OR ARISING FROM OR RELATED TO ANY HARDWARE, SOFTWARE, OR SERVICES PROVIDED BY AN AUTHORIZED RESELLER, EVEN IF IOT365 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SOLE REMEDY FOR A BREACH OF THE LIMITED WARRANTY IS, AT IOT365’S SOLE AND ABSOLUTE DISCRETION: REPAIR, REPLACEMENT, OR REFUND OF THE DEFECTIVE OR NON-CONFORMING PRODUCT PROVIDED BY IOT365 AS SPECIFICALLY STATED IN SECTION 7 ABOVE; PROVIDED, HOWEVER, IN NO EVENT SHALL ANY END-CUSTOMER REMEDIES UNDER THIS EULA AND ANY SUPPORT AGREEMENT EXCEED THE AMOUNT PAID TO IOT365 FOR THE SPECIFIC APPLICABLE DEFECTIVE OR NON-CONFORMING PRODUCT AT ISSUE.
11. Compliance with Laws, including Import/Export Laws and FCPA.
You are advised that the Products may be subject to the United States Export Administration Regulations and other import and export laws; diversion contrary to United States law and regulation is prohibited. You agree to comply with all applicable international and national laws that apply to the Products as well as end user, end-use, and destination restrictions issued by U.S. and other governments. For additional information on U.S. export controls see https://www.bis.doc.gov. iOT365 assumes no responsibility or liability for your failure to obtain any necessary import and export approvals and licenses, and iOT365 reserves the right to terminate or suspend shipments, services and support in the event iOT365 has a reasonable basis to suspect any import or export violation. You represent that neither the United States Bureau of Industry and Security nor any other governmental agency has issued sanctions against you or otherwise suspended, revoked or denied your export privileges. You agree not to use or transfer the Products for any use relating to nuclear, chemical or biological weapons, or missile technology, unless authorized by the United States Government by regulation or specific written license. Additionally, you agree not to directly or indirectly export, import or transmit the Products contrary to the laws or regulations of any other governmental entity that has jurisdiction over such export, import, transmission or use. Furthermore, you hereby agree that, for any orders that you place with iOT365 whereby any legal or regulatory requirements may apply to iOT365 such as requirements related to the International Traffic in Arms Regulations, or Buy American Act, or the Trade Agreements Act: you are responsible to ensure the Purchase Order submitted to iOT365 by you and/or any partners clearly states the specific requirement in writing, or otherwise iOT365 is not bound by any such requirements. You represent that you understand, and you hereby agree to comply with, all requirements of the U.S. Foreign Corrupt Practices Act and all other applicable laws. You represent that you hereby agree that you and your employees have not accepted, and will not accept, anything of value, including money, meals, entertainment, paid-for travel, beta, testing, evaluation, donation or free Products and/or related services, or anything else of value, in exchange for iOT365 maintaining current business or for new business opportunities. You agree you and your employees will be responsible to comply in full with all laws and policies applicable to any and all dealings with iOT365 in general and its distributors, resellers and partners.
12. U.S. Government End Users.
The Software and accompanying documentation are deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the Software and accompanying documentation by the United States Government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement and its successors.
You agree to be responsible for payment of any sales or use taxes imposed at any time on this transaction.
Except as specifically permitted and required in section 6 (“Transfer”) above, you agree not to assign this Agreement or transfer any of the rights or obligations under this Agreement without the prior written consent of iOT365. This Agreement shall be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties. The United Nations Convention on Contracts for the International Sales of Goods is expressly excluded. This Agreement and other iOT365 agreements may be amended or supplemented only by a writing that refers explicitly to the agreement signed on behalf of both parties, or, for this Agreement, as otherwise expressly provided in the lead-in above Section 1 above, provided, notwithstanding anything to the contrary and except for this Agreement which may be amended or updated as expressly provided in the lead-in above Section 1 above, for any amendment or other agreement to be binding on iOT365, such amendment or other agreement must be signed by iOT365’s Chief Executive Officer or President. No waiver will be implied from conduct or failure to enforce rights nor effective unless in a writing signed on behalf of the party against whom the waiver is asserted. If any part of this Agreement is found unenforceable, that part will be enforced to the maximum extent permitted and the remainder shall continue in full force and effect. You acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms and conditions. Notwithstanding anything to the contrary, this EULA constitutes the entire agreement between iOT365 and its end-customers and supersedes any and all prior representations or conflicting provisions, such as limitations of liability, warranties, or otherwise in any and all purported end customer agreements, whether entered into now or in the future. In the event of a conflict between this EULA and another agreement, this EULA shall prevail unless the conflicting agreement expressly states that it replaces this EULA, expressly referring to this EULA, and is agreed to in writing by authorized representatives of the parties (which, in the case of iOT365, are iOT365’s Chief Executive Officer and President).
You agree to iOT365’s collection, use, disclosure, protection and transfer of your information, as set forth in the iOT365 privacy policy on the iOT365 web site (www.iot365.io/privacy-policy) including (a) iOT365’s use of the Customer information to send information regarding iOT365 products and services; and (b) iOT365’s disclosure of your information to provide assistance to law enforcement, governmental agencies and other authorities or to allow iOT365 to protect its Customers’ and/or end users’ rights.
iOT365’s products may include software modules that are licensed (or sublicensed) to the user under the GNU General Public License, Version 2, of June 1991 (“GPL”) or other open source software licenses which, among other rights, permit the user to use, copy, modify and redistribute modules, or portions thereof, and may also require attribution disclosures and access to the source code (“Open Source Software”). The GPL requires that for any Open Source Software covered under the GPL, which is distributed to someone in an executable binary format, that the source code also be made available to those users. For any Open Source Software covered under the GPL, the source code is made available on this CD or download package. If any Open Source Software licenses require that iOT365 provide rights to use, copy or modify any Open Source Software program that are broader than the rights granted in this agreement, then such rights shall take precedence over the rights and restrictions herein. The copyright holders provide these software modules “AS-IS” without warranty of any kind, either expressed or implied. In no event will the copyright holder for the open-source software be liable to you for damages, including any special, incidental or consequential damages arising out of the use or inability to use the software modules, even if such holder has been advised of the possibility of such damages.