1700 Hamner Ave Ste 204
Norco, CA 92860-2961
Tel: 800-876-0035
Fax: 951-284-6300

E-Series End User License Agreement (EULA)
Definitions:
Parties: Evohop, Inc and End-User Customer
End-User Customer: Any consumer of product or software; business entity using or benefiting from the use of the product or service
1.

General Indemnity; Warranty

1.1.
Except as limited by any warranty supplied with a Product or Service, which warranty is transferred to any End-User
Customer in connection with a sale of such Product or Service by Evohop, Inc. to such Customer, Evohop, Inc. warrants that the
Products shall be free from any defects in material and workmanship and will perform in accordance with all specifications relating
thereto. Evohop, Inc. shall use its commercially reasonable efforts to insure that the Products, at the time of delivery, shall be free of
any virus or other program routine designed to erase or otherwise harm data or other programs of the end user. Evohop, Inc. further
warrants that Evohop, Inc. owns the Products, including all rights associated with the holder of the intellectual property, or otherwise
has the right to grant end-user customers the right and license provided in this Agreement, and that neither the Products nor the
associated documentation infringe any patents, copyrights, trademarks, or other proprietary rights of any third parties.
1.2.
Evohop, Inc. warrants that the Products, individually or configured together as a system, will correctly (i) recognize, accept,
compare, sequence, store, retrieve, display, compute and process date-data relating to century and day-of-the-week recognition,
including single century formulas and multi-century formulas, leap years; (ii) exchange date-data and interface with other software,
firmware and computer hardware with which it interacts, provided, that such interacting software, firmware or computer hardware is
itself capable of properly and correctly exchanging accurate date-data; and (iii) accept and respond to two-digit date-data input in a
manner that resolves any ambiguities as to the century in a defined, predetermined and appropriate manner.
1.3.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR REVENUES, COSTS OF
REPLACEMENT GOODS, LOSS OR DAMAGE TO DATA ARISING OUT OF THE USE OR INABILITY TO USE ANY
PRODUCT OR SERVICE ARISING IN CONNECTION WITH OR FROM ANY PRODUCT OR SERVICE.
2.

Software and Firmware

2.1.
One or more components of equipment purchased may contain firmware programs built into their circuitry, unless product is
software based. End-User customer has a right to use the firmware as part of the equipment and only under the following conditions:
(a) Evohop, Inc. (or its partners) retains all title and ownership to the programs; (b) the firmware may not be copied, disassembled,
decompiled or reverse engineered, directly or indirectly, under any circumstances.
3.

Proprietary Information

3.1.
Evohop, Inc. and End-User customer shall each exercise due diligence to maintain in confidence and not disclose to any third
party any proprietary information furnished by the other to it on a confidential basis and identified as such when furnished. Except in
accordance with this Agreement, neither Party shall use such information without permission of the Party that furnished it. As used in
this paragraph, “due diligence” means the same precaution and standard of care which that Party uses to safeguard its own proprietary
data, but in no event less than reasonable care.
3.2.
Except as expressly provided for in this Agreement, this Agreement does not grant any license under any patents or other
intellectual property rights owned or controlled by or licensed to Evohop, Inc. End-User Customer shall not have any right to
manufacture, duplicate, backup, open, erase, flash, tamper, or repair Evohop, Inc. Products.

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1700 Hamner Ave Ste 204
Norco, CA 92860-2961
Tel: 800-876-0035
Fax: 951-284-6300
3.3.
During the course of the relationship between the Parties, proprietary, confidential, or other forms of sensitive information
may be transferred knowingly or unknowingly from one Party to the other. Both Parties shall protect the confidential, proprietary, and
other forms of sensitive information from any form of public disclosure. Both Parties shall mark or disclose such information as
confidential, proprietary, or sensitive whenever possible. Both Parties shall exercise reasonable judgment for any and all other forms
of information that may not be marked or disclosed as confidential, proprietary, or sensitive and protect it in the same ways it would
such information if it was marked.
3.4
All shipped Products are considered sealed. Any attempt to tamper with or open the casing is considered a breach of this
Agreement. Legal proceeding will also be pursued if one or more of the Products are deemed by Evohop, Inc. to have been tampered
with.
4.

Limitation of Liability

4.1.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ANY OTHER LICENSE,
WARRANTY OR OTHER DOCUMENT OR INSTRUMENT ASSOCIATED WITH ANY PRODUCT OR SERVICE, UNDER NO
CIRCUMSTANCES, INCLUDING ANY INFRINGEMENT CLAIMS, SHALL EVOHOP, INC. BE LIABLE TO END-USER
CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR ANY RE-PROCUREMENT COSTS, INDIRECT, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUE OR PROFITS,
COSTS OF REPLACEMENT GOODS, LOSS OR DAMAGE TO DATA ARISING OUT OF THE USE OR INABILTY TO USE
ANY PRODUCT OR SERVICE, EVEN IF EVOHOP, INC. HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH
POTENTIAL LOSS OR DAMAGE.
4.2.
Both Parties agree that any form of damages, claims, penalties, fees, and liabilities shall be aggregated as a single “loss” and
shall not exceed the amount of completed commercial transactions between the Evohop, Inc. Reseller and Evohop, Inc. for the
previous 90 days.
5.

Compliance with Laws

5.1.
The End-User Customer shall be responsible, as applicable, for its respective obligations to comply with the laws and
regulations applicable in any territory, or any nation, or political subdivision thereof, in which the Party engages in business in
performing its respective responsibilities hereunder. The End-User Customer will bear their applicable expenses and costs related to
compliance with such laws and regulations.
6.

Governing Law

6.1.

This Agreement shall be governed by the laws of the State of California, without regard to its choice of law principles.

7.

Cooperation

7.1
Each Party shall give its full cooperation to the other Party in achieving and fulfilling the terms of this Agreement and to that
end, each Party shall give all consents and information reasonably requested to fulfill and achieve these purposes, including, but not
limited to, as may be required by governmental laws or regulations.
8.

Arbitration

8.1.
All disputes concerning this Agreement and the performance of the Parties shall be subject to binding arbitration conducted
in Norco, California under the commercial rules of the American Arbitration Association (“AAA”) applying California law.
Arbitrators shall have the authority to issue temporary restraining orders and permanent injunctions in addition to all other authority
granted by AAA rules. The Parties will advance the costs of the arbitration equally and costs and attorney fees recoverable under
California law will be awarded to the prevailing Party.

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1700 Hamner Ave Ste 204
Norco, CA 92860-2961
Tel: 800-876-0035
Fax: 951-284-6300
10.

Entire Agreement

10.1.
This Agreement referred to herein, constitutes the entire understanding between the Parties with respect to the subject matter
thereof, but shall be deemed to include the E-Series Standard Terms and Conditions of Service and the terms of any licenses and
warranties, including limitations of liability therein, associated with any Product or Service.

11.

Modifications

11.1

This Agreement shall not be modified except by an instrument in writing by Evohop, Inc.

12.

Severability

12.1
If any provision of this Agreement is held to be unenforceable, invalid or illegal, that provision shall be deemed severed and
that provision will not affect the other provisions of this Agreement.

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