SOFTWARE LICENSING AGREEMENT (EULA)
This Software Licensing Agreement (the “Agreement”) is entered into and effective as of the Licensee’s approval of the quotation (the “Effective Date”). This Agreement is made by and between SKEYEWATCH, INC., a Florida Profit Corporation, with its principal office at 5207 Commercial Way, Spring Hill, FL 34606 (the “Company”), and the customer acquiring the license to skEYEwatch’s software (the “Licensee”), as identified in the approved quotation. The Company and the Licensee are collectively referred to as the “Parties” and individually as a “Party.”
Definition of Software:
For the purposes of this Agreement, the term “Software” refers to all proprietary software products developed, licensed, or sold by the Company, including but not limited to skEYEtrax, skEYEvue, skEYEvue XR, skEYEvue MAX, Dispatch360, RAILvue, RAILvue XR, skEYEvue AI, and any related modules, plug-ins, extensions, updates, or future versions, whether delivered as standalone applications, cloud-based platforms, mobile apps, or embedded systems.
1. License To The Software
1.1 License Grant: The Company hereby grants the Licensee a limited, non-sublicensable, non-exclusive, non-transferable, and royalty-free license to use the Software solely for the Licensee’s internal business operations and benefit. The License is granted subject to the timely payment of all applicable Licensing Fees as set forth in this Agreement.
1.2 Phone Support: Licensee shall be entitled to reasonable technical phone support during the Company’s standard business hours. Support availability may vary based on internal staffing and priority level.
1.3 Equipment: Hardware, including cameras and DVR systems, may be separately purchased from the Company. Together, the Software and Equipment constitute the “Solution.”
2. Intellectual Property
3. Information Provision
The Licensee agrees to promptly provide the Company with:
- Full names and contact information of all Authorized Users;
- Their assigned user roles (e.g., user, manager, administrator);
- A list of all Authorized Vehicles under the License;
- Any other reasonable information requested by the Company to facilitate support, billing, or technical operations.
4. Payment of Licensing Fees
4.1 Licensing Fees: In exchange for the License to the Software, the Licensee shall pay the Company the applicable Licensing Fees, plus any applicable taxes. During the Initial Term (as further defined), the Licensing Fees shall be as follows:
- Sixty-nine dollars ($69.00) per month per Authorized Vehicle for standard features; or
- Seventy-nine dollars ($79.00) per month per Authorized Vehicle for AI-enhanced features.
4.2 Fee Adjustments: After the Initial Term, the Company reserves the right to increase fees by no more than five percent (5%) annually.
4.3 Hardware Payments: All Equipment purchases must be paid in full at the time of order, along with the first month of software licensing.
4.4 Installation Expenses: Licensee shall cover all expenses related to installation services, including travel, lodging, per diem, and applicable labor fees.
4.5 Billing Schedule: License fees are billed monthly and due on either the 1st or 15th of the month as invoiced. All payments must be received within fifteen (15) calendar days of the invoice date.
4.6 Full Payment Obligation: All amounts due under this Agreement must be paid in full without deduction or offset unless expressly agreed upon in writing by the Company.
4.7 Taxes: The Licensee is solely responsible for paying all applicable taxes and shall indemnify the Company against any related claims.
4.8 Late Payments: Payments not received within fifteen (15) days shall be deemed late. Licenses may be suspended after thirty (30) days of non-payment. A late fee of 1.5% per month may be applied.
4.9 Reinstatement: In the event of License suspension, the Licensee must pay a reinstatement fee of two hundred fifty dollars ($250.00), along with all past due amounts and accrued interest.
4.10 Collections: The Licensee shall bear responsibility for any collection costs, including attorney’s fees, incurred in the recovery of past-due amounts.
5. Third-Party Services And Dependencies
5.1 Third-Party Integrations: The Software may utilize or integrate with third-party platforms and services, including but not limited to cloud computing providers, API interfaces, telecommunications networks, payment processors, and AI analytics tools. The availability, functionality, and performance of these services are outside the control of the Company.
5.2 No Liability for Third-Party Failures: The Company shall not be held liable for any service interruptions, data loss, or failures resulting from third-party service outages or infrastructure limitations, including cellular carrier disruptions, cloud storage downtime, or changes made by external API vendors.
5.3 Subject to Change: The use and availability of specific third-party services are subject to change without prior notice, and such changes shall not constitute grounds for Licensee termination or refunds.
5.4 Payment Processing Providers: The Company may rely on third-party providers to process payments made by the Licensee. These providers operate independently of the Company and may have their own terms of use and privacy practices. The Company shall not be held responsible for any transaction errors, delays, or security breaches occurring within such third-party systems.
6. Representations And Warranties
6.1 IP Rights: The Company represents that it has the legal rights to grant the License described herein and that the Software does not infringe upon any third-party intellectual property rights.
6.2 General Warranties: Each Party warrants that it has the right and authority to enter into this Agreement and that the execution and performance of this Agreement does not violate any other agreement or legal obligation.
6.3 Compliance: The Company warrants that the Software is provided in compliance with all applicable laws and does not contain malicious code.
7. Term And Termination
7.1 Initial Term: The initial term of this Agreement shall be twelve (12) months from the Effective Date, unless earlier terminated in accordance with this section.
7.2 Auto-Renewal: This Agreement shall automatically renew for successive twelve (12) month terms unless either Party provides notice of its intent not to renew at least thirty (30) days prior to the expiration of the then-current term.
7.3 Termination by Company: The Company may terminate this Agreement for any material breach by the Licensee, including failure to pay fees, if such breach is not cured within fifteen (15) days of written notice.
7.4 Termination by Either Party: Either Party may terminate this Agreement if the other Party becomes insolvent, is subject to bankruptcy proceedings, commits fraud, or ceases operations.
7.5 Termination by Licensee: The Licensee may terminate this Agreement at any time with at least thirty (30) days’ written notice. Early termination shall incur a cancellation fee of five hundred dollars ($500.00) and a payment equal to fifty percent (50%) of the remaining fees owed through the end of the current term.
7.6 Post-Termination Obligations: Upon termination, all access to the Software shall cease. No refunds shall be provided for previously paid fees. Sections relating to liability, indemnity, and intellectual property shall survive termination.
8. Confidential Information
8.1 Definition: “Confidential Information” includes this Agreement, source code, system architecture, trade secrets, business processes, and any non-public technical or business information disclosed by one Party to the other.
8.2 Protection: Each Party agrees to maintain the confidentiality of such information indefinitely and not to disclose it to any third party without written consent, unless required by law.
9. Limitation of Liability
9.1 General Limitation: Except in cases of willful misconduct or fraud, the Company shall not be liable for any indirect, incidental, consequential, special, or punitive damages arising out of or related to this Agreement.
9.2 AI Limitations: The Licensee acknowledges that the Software’s AI features, including video analytics and safety notifications, are intended as supplementary tools and are not guaranteed to function without error. The Company shall not be held liable for incidents resulting from sensor failures, delayed alerts, or reliance on automated analysis. Drivers and operators are expected to use their own judgment and follow all safety protocols at all times.
10. Indemnification
10.1 By Licensee: The Licensee shall indemnify and hold harmless the Company against any losses, claims, damages, or liabilities (including reasonable attorneys’ fees) arising out of or related to (a) any unauthorized use of the Software, (b) violation of this Agreement, or (c) third-party claims related to Licensee’s operations or data usage.
11. Disclaimers
11.4 NDAA Compliance Disclaimer: Where commercially reasonable, the Company endeavors to source hardware and component parts from manufacturers who assert compliance with the provisions set forth in the John S. McCain National Defense Authorization Act (NDAA) for Fiscal Year 2019. However, due to the nature of global supply chains, integrated technologies, and third-party vendor relationships, the Company does not and cannot warrant that all equipment, subcomponents, or firmware provided as part of the Solution are fully NDAA-compliant. It shall remain the Licensee’s sole responsibility to verify NDAA compliance if such certification is a requirement of their business operations or procurement policy. The Company shall not be held liable for any claims, damages, or penalties that may arise from the use of equipment later determined to be non-compliant with NDAA requirements, unless explicitly stated and warranted in a separate, signed agreement.
11.5 GPS Navigation Disclaimer: The Software may include GPS-based tracking, routing suggestions, or map visualizations to assist with fleet operations. These features are intended for general guidance only and are not a substitute for professional judgment, regulatory compliance, or situational awareness. The Company shall not be held liable for any delays, routing errors, road restrictions, low-clearance hazards, legal violations, or accidents resulting from reliance on GPS data provided by or through the Software.11.6 Additional Video Usage Policy Reference
For further details regarding acceptable use of live video feeds, mobile app access, and remote viewing limitations, please refer to our Customer Live Video Policy and Data Privacy Guidelines. This external document outlines best practices, restrictions, and examples to help customers use our video tools responsibly. The Company encourages all users and Licensees to review this resource in full prior to enabling any remote or mobile-based video features.
12. General Terms
12.1 Notices: All notices under this Agreement shall be in writing and delivered via certified mail or email to the respective addresses of the Parties. Notices shall be deemed received within three (3) business days.
12.2 Amendments: This Agreement may only be amended in writing and signed by both Parties, except for changes required by law, which may be implemented by the Company upon notice.
12.3 No Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party.
12.4 Force Majeure: The Company shall not be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to natural disasters, labor disputes, internet outages, third-party service failures, and governmental actions.
12.5 Assignment: This Agreement may not be assigned by either Party without prior written consent, except in the case of a merger, acquisition, or sale of substantially all assets.
12.6 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
12.7 Entire Agreement: This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior or contemporaneous communications.
12.8 Headings: Section headings are for reference only and do not affect the interpretation of this Agreement.
12.9 Currency: All monetary amounts referenced in this Agreement are stated in U.S. Dollars (USD).
12.10 Governing Law and Dispute Resolution: This Agreement shall be governed by the laws of the State of Florida. Any dispute shall first be subject to good-faith negotiation. If unresolved within thirty (30) days, the matter shall proceed to binding arbitration under the rules of the American Arbitration Association. Arbitration shall be confidential, and judgment may be entered in any court of competent jurisdiction.
12.11 Binding Effect: The present Agreement shall be binding and enforceable against the Licensee as of the Effective Date, as though the Licensee manually signed this Agreement.
13. Software Updates And Feature Changes
The Company reserves the right to modify, enhance, or update the Software at any time, including changes to user interface design, feature availability, backend infrastructure, and performance optimizations. These modifications are intended to improve customer experience, security, or regulatory compliance, but may result in changes to established workflows or user expectations.
The Licensee acknowledges that such updates may occur automatically or with minimal notice, and agrees that the Company shall not be held liable for any inconvenience, learning curve, or dissatisfaction resulting from such changes. When applicable, major updates may be communicated through release notes, email announcements, or dashboard notifications.