END USER SOFTWARE LICENSE AGREEMENT 

 

This End User License Agreement (the "Agreement") is a legal agreement by and between Modjoul, Inc., a 
Delaware corporation with its principal offices at 105-2 Sloan St. Clemson, SC 29631 ("Modjoul"), and the 
party entering into this Agreement ("Customer"), for the use of the System (as defined below) provided to 
you. By accessing or otherwise using the System, Customer acknowledges that it has read this Agreement, 
understands it, and agrees to be bound by its terms and conditions. If Customer does not agree to the terms 
and conditions of this Agreement, Customer may not access or use the System. Modjoul will not and does 
not license and make the Software or Services available unless Customer agrees to the terms of this 
Agreement. In consideration of the mutual covenants and agreements set forth herein, and other good and 
valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows: 

1. SCOPE OF AGREEMENT. Modjoul has provided to Customer certain devices, accompanying 
equipment and cabling ("Equipment"), software incorporated into the Equipment or provided in connection 
with Equipment ("Software"), accompanying written materials ("Documentation") and a data subscription 
service ("Service") that together make up the system ("System") that facilitate the collection and analysis of 
data with respect to location, movement and environment. This Agreement sets forth the terms and 
conditions under which Customer may use the Product and Services. 

2. DESCRIPTION OF SERVICES. 

2.1 Availability of Service. Modjoul will provide the Service on Modjoul's servers, and will use 
commercially reasonable efforts to make the Service available to Customer from 8 a.m. to 8 p.m. Eastern 
Time, Monday through Friday, except for certain scheduled service and maintenance or in the event of 
emergency or events of force majeure. Notwithstanding the foregoing, Modjoul will not be responsible for 
any downtime or failure to meet such Service availability goals. Modjoul will make good-faith efforts to 
perform maintenance to the Service outside peak usage hours. Customer acknowledges that availability of 
the Service may be affected by: (a) telecommunication network activity or capacity; (b) hardware failures; 
and/or (c) compatibility with third-party communication equipment, Internet access software, and/or 
browsers not in accordance with the Service requirements. Modjoul disclaims any and all responsibility for 
any service interruption in connection with such activity, capacity, failure, or compatibility. Customer is 
responsible for providing all equipment and telecommunication services necessary to access the Service. 
Customer is further responsible for saving all data and interfaces to its own storage media. 

2.2 Modifications to Service. Modjoul reserves the right to change the Service (including the 
content, appearance, design, functionality and all other aspects thereof), access procedures, tools, 
documentation, format requirements, communications protocols and services offered at any time for any 
reason. 

2.3 Customer Service and Technical Support. Modjoul will provide Customer with 
reasonable online customer support and maintenance for the Service through our support portal. Modjoul 
does not guarantee that the support will be available or that Modjoul will make the Service work on 
Customer's system or resolve all problems in connection therewith. 

3. LICENSE GRANTS. 

3.1 Service License Grant. Subject to this Agreement and so long as Customer complies with 
Modjoul's acceptable use policy, if any, Modjoul grants Customer a limited, royalty-free, non-exclusive, non-
transferable license to use, access, input data into, process data through, and publicly display the Service 
for Customer's own internal use. Customer may designate and create accounts for any number of 
Registered Users (as defined below). 

3.2 Software License Grant. Subject to the terms and conditions hereof, Modjoul grants 
Customer a nonexclusive, nontransferable, limited license to use, access, input data into, and process data 



through the Software on the Equipment solely for use for internal purposes. Any updates and/or upgrades 
provided by Modjoul shall be considered Software and shall be governed by the terms and conditions of 
this Agreement. Customer may use the Documentation solely for the purposes of using the Equipment, 
Service and Software. 

3.3 Feedback. Modjoul shall have a royalty-free, worldwide, perpetual license to use or 
incorporate into the System any suggestions, ideas, enhancement requests, feedback, recommendations 
or other information provided by Customer relating to the operation of the System. 

3.4 Restrictions on Use. Customer may not and may not permit any Registered User to use, 
copy, modify, rent, loan, lease, sublicense, create derivative works from, or distribute the System for any 
other purposes or make the System available to non-Registered Users. Modjoul grants no rights other than 
explicitly granted herein, and Customer shall not exceed the scope of its license. Customer shall not 
decompile, disassemble, or reverse engineer the System or any elements of the System, or otherwise 
derive source or object code from the Software or Service or any elements thereof. Customer may not use 
or access the Software or Service for the purpose of creating similarly-functioning product(s). Customer will 
not access the Service by any means other than through the interfaces that are provided by Modjoul. 
Customer shall not do any "mirroring" or "framing" of any part of the Service or create Internet links to the 
Service that include log-in information, user names, passwords, and/or secure cookies. Customer shall 
ensure that all access to and use of the System by Users is in accordance with the terms and conditions of 
this Agreement, including but not limited to those Registered Users that are contractors and agents. Any 
action or breach by any of such contractors, agents, or affiliates shall be deemed an action or breach by 
Customer. 

4. OWNERSHIP. Customer will own all Equipment purchased; however Customer acknowledges and 
agrees that the Software, Service and Documentation are licensed, not sold. As between Modjoul and 
Customer, Modjoul (or its licensors) is the sole and exclusive owner, and will retain all right, title, and interest 
in and to the Software and Service, including without limitation all of the software comprising any portion 
thereof and all related services, specifications, documentation, technical information, corrections, 
modifications, additions, improvements, and enhancements to and all intellectual property rights in the 
foregoing. All intellectual property rights, techniques, know-how, software, algorithms, and methods or 
rights in and to the System shall be and remain the property of Modjoul. As between Modjoul and Customer, 
all data input into or collected by the System, all data analytics, and all aggregated data generated from 
Customer's use of the System shall be the sole and exclusive property of Modjoul. Modjoul shall have the 
right to use, create derivative works of, distribute, sell, and otherwise exploit all data input into or collected 
by the System data analytics and anonymous, aggregate usage data derived from Customer Data ("Usage 
Data"). Customer will take those reasonable steps necessary to protect Modjoul's proprietary rights in the 
System related to Customer's use and possession of the same. Customer will keep the Software 
confidential and will not disclose or publish it, or any part of it, to others, except as specifically provided 
herein. All design elements of the System, including but not limited to the design, text, graphics, interfaces, 
and the selection and arrangement thereof, are protected by copyrights and trademarks owned by Modjoul 
or its licensors. ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED TO MODJOUL, 
Inc. 

5. CUSTOMER RESPONSIBILITIES. 

5.1 Passwords. Customer acknowledges that use of the System requires that it register with 
Modjoul. Customer shall cause all employees or subcontractors of Customer authorized to access the 
System ("Users") to create an account to have access to the System ("Registered Users"). Modjoul has the 
right to suspend or terminate any Registered User account and refuse any and all current or future use of 
the Service (or any portion thereof) to anyone that provides false or inaccurate data. Each Registered User 
is entirely responsible for the security and confidentiality of such User's password and account. Customer 
and each Registered User are entirely responsible for any and all activities that occur under that Registered 
User's account. Customer shall immediately notify Modjoul of any unauthorized use of a Registered User's 
account or any other breach of security of which Customer becomes aware. 



5.2 Use of Equipment. Modjoul is providing Equipment to Customer for the sole purpose of 
facilitating Customer's use the Software and Services, and Customer may not use the Equipment for any 
other purpose. Customer acknowledges that combining, operating, or using the Equipment with any non-
Modjoul-provided equipment, devices, hardware, or software ("Non-Modjoul Products") may degrade the 
performance of or damage the System or the Non-Modjoul Products with which the System is combined 
and that Modjoul is not responsible or liable for any damage to persons or property or degradation in 
performance to the System or Non-Modjoul Products arising directly or indirectly from such combination. 

5.3 Insurance. Customer shall, at their own expense, maintain in force policies of insurance 
with reputable insurers sufficient in coverage and amounts to secure its obligations and potential liabilities 
under this Agreement including any damage of the Equipment due to shipment. Customer will be solely 
responsible for all premiums, and any deductibles and/or retentions associated with that insurance. 

6. CUSTOMER DATA AND PRIVACY. 

6.1 Customer's Data. Modjoul owns any data, information, or materials submitted by or on 
behalf of Customer or collected by the System during Customer's use of the System ("Customer Data"). 
Customer is solely responsible for the accuracy, integrity, and legality of Customer's Data. Notwithstanding 
anything to the contrary in these terms and conditions, Modjoul shall not be responsible or liable for the 
deletion, corruption, correction, destruction, damage, loss, or failure to any of Customer's Data. Customer 
shall not knowingly send or store spam, unlawful, infringing, obscene, or libelous material, or viruses, 
worms, Trojan horses and other harmful code, or data which violates the rights of any individual or entity 
established in any jurisdiction including, without limitation, medical information, credit card information, or 
social security numbers, driver's license or personal identification numbers or account numbers on or to the 
System. Customer represents and warrants that: (a) it is knowledgeable of, and familiar with, all applicable 
federal, state, and local laws, rules, regulations, codes, directives, and industry standards relating to privacy 
applicable to its business ("Privacy Laws"); (b) it will comply with its respective obligations under any and 
all applicable Privacy Laws; (c) it will obtain all consents from Users necessary to permit Modjoul's collection 
and use of Customer Data as provided in this Agreement; and (d) Modjoul will have no responsibility for 
Customer's compliance with Privacy Laws. Customer is solely responsible for ensuring that its collection, 
use, and storage of Customer Data, including personal information, will at all times comply with Privacy 
laws. Customer will collect information only from persons who have expressly consented to such collection, 
and Customer will ensure that such persons have been informed of the information that will be collected 
from them, how it will be used, and that such information will be provided to third parties. 

6.2 Right to Remove. Modjoul has the right, in its sole discretion, to remove or block any 
Customer Data at any time where (a) such Customer Data violate applicable laws, regulations, orders, or 
is in violation of Modjoul's applicable policies and procedures, including without limitation any acceptable 
use policies; (b) removal or blocking is necessary because of exigent circumstances or to protect the safety, 
security, reputation, or integrity of the System, Modjoul, or any third party; or (c) in order to respond to law 
enforcement or any other governmental authority. 

6.3 Data Backup. Modjoul is not responsible for the backup of any Customer Data or other 
data and disclaims any and all responsibility for any loss of Customer Data or any other data from the 
System. Customer acknowledges that data conversion, processing, and manipulation are subject to the 
likelihood of human and machine errors, omissions, delays, and losses, including inadvertent loss of data 
or damage to media that may give rise to loss or damage. To the extent within its control, Customer is 
responsible for adopting reasonable measures to limit the effect of such problems, including (a) backing up 
data that is generated or stored through the System and adopting procedures to ensure the accuracy of 
input data; (b) examining and confirming results prior to use; and (c) adopting procedures to identify and 
correct errors and omissions, replace lost or damaged media, and reconstruct data. In the event of 
termination or expiration of this Agreement or disconnection of the Service, Modjoul may delete or store, in 
its discretion, any files, programs, data or messages associated with Customer's account. 

6.4 Privacy. Modjoul will use Customer's Data for the purposes of providing the Service and 
supporting Customer. Modjoul may use Customer's aggregated data to test, modify, and improve its 



products and services. In addition, Modjoul may use Customer Data, aggregated data, and analytics 
internally for its own business purposes or license, sell, or otherwise provide such data to third parties. 
Modjoul will comply with all applicable privacy and data protection laws and regulations with respect to the 
Service and its performance of its obligations under these terms and conditions. Customer hereby consents 
to the System sending Usage Data (e.g., the number of instances the Software is launched, the device IP 
address, and/or the version of the Software), for registration, authentication, use, and anti-piracy auditing 
and enforcement purposes. Customer acknowledges that Modjoul may disclose Customer Data if Modjoul 
determines that such disclosure is appropriate or necessary for purposes of national security, law 
enforcement, or other issues of public importance. 

7. TERMINATION. Modjoul may suspend Customer's access to the Service or terminate this Agreement 
and exercise any other rights it may have in the event that: (a) Customer fails to pay any amount when due; 
(b) Customer breaches this Agreement; or (c) Modjoul reasonably believes such action is necessary to 
protect the security or integrity of the Service or any data thereon. Upon termination for any reason, 
Customer shall either promptly return to Modjoul all Equipment and copies of the Software in Customer's 
possession or control or destroy (i.e. uninstall or delete) Customer's copies of the Software and certify in 
writing that all such copies have been destroyed. All sections that may be reasonably interpreted to or are 
intended to survive this Agreement will survive this Agreement. 

8. LAWFUL CONDUCT. In addition to Customer's other obligations set forth herein, Customer specifically 
acknowledges and agrees that: (a) Modjoul is not acting on Customer's behalf as a Business Associate or 
subcontractor (as such terms are used, defined, or described in the Health Insurance Portability and 
Accountability Act of 1996, as amended and supplemented ("HIPAA")); (b) the System is not HIPAA-
compliant; and (c) Customer may not use the System in any manner that would require Modjoul or the 
System to be HIPAA-compliant. Customer shall comply with the export laws and regulations of the United 
States and other applicable jurisdictions in using the System and obtain any permits, licenses, and 
authorizations required for such compliance. Without limiting the foregoing, (x) Customer represents that it 
is not named on any U.S. government list of persons or entities prohibited from receiving exports; 
(y) Customer shall not authorize Users to access the or use the System in violation of any U.S. export 
embargo, prohibition or restriction; and (z) Customer shall comply with all applicable laws regarding the 
transmission of technical data exported from the United States and the country in which its Users are 
located. Customer will not knowingly send any electronic communication from the System that is unlawful, 
harassing, libelous, defamatory, or threatening, provided that Customer has taken commercially reasonable 
measures to prevent all such occurrences. Customer shall give notice to any party who may take title to the 
Equipment of Customer's obligation to comply with any and all applicable laws, rules and regulations. This 
obligation shall include any person, firm or entity which Customer has reason to believe or a reasonable 
person would infer is obtaining the Equipment with the intention of export or re-export. Customer shall 
inform Modjoul of any possible violation (including past violations) hereof and Customer shall abide by 
Modjoul's determination to cease the transfer or sale of the Equipment as Modjoul determines in its sole 
discretion with Modjoul incurring no liability thereof. Customer shall disclose upon request from Modjoul or 
any governmental agency all information pertaining to the sale or transfer of the Equipment to ensure 
compliance with this Section 8. Within twenty-four (24) hours of Modjoul's request, Customer shall certify 
to Modjoul writing in a form acceptable to Modjoul its discretion that Customer is complying with the 
requirements of this Section 8. All of the obligations set forth in this Section 8 shall survive any termination 
of this Agreement forever. 

9. INDEMNIFICATION. You agree to indemnify and hold harmless Modjoul and its officers, directors, 
employees, consultants, and any and all claims arising from or related to (a) Customer's use or operation 
of the System or any element thereof, including without limitation damage to any hardware or products 
because of Customer's misuse of the System, or any element thereof; (b) breach of any of Customer's 
warranties, covenants, and representations made under this Agreement; (c) Customer's willful, negligent, 
tortious, or criminal acts or omissions; or (d) Customer's violation of any third-party rights. 



10. DISCLAIMERS OF WARRANTY; LIMITATION OF LIABILITY. 

10.1 Customer Warranty to Provider. Customer warrants that all individuals having access to 
the System will observe and perform all the terms and conditions of this Agreement. Customer will, at its 
own expense, promptly enforce the restrictions in this Agreement against any person who gains access to 
its password or the System and who violates such restrictions, by instituting and diligently pursuing all legal 
and equitable remedies against such person. Customer will immediately notify Modjoul in writing of any 
misuse, misappropriation, or unauthorized copying of the Software or documentation. that comes to 
Customer's attention. 

10.2 Disclaimer of Warranties and Indemnification. MODJOUL IS PROVIDING ACCESS TO 
THE SYSTEM TO CUSTOMER ON AN "AS IS" BASIS AND "WITH ALL FAULTS, ERRORS, BUGS AND 
DEFECTS." EXCEPT AS SET FORTH ON THE WARRANTY CARD DISTRIBUTED WITH THE SYSTEM 
OR AS SET FORTH IN THIS SECTION 10, MODJOUL DISCLAIMS ALL WARRANTIES, WHETHER 
EXPRESS OR IMPLIED, REGARDING THE SYSTEM, ITS OPERATIONS, AND ITS CONTENT, AND 
EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A 
PARTICULAR PURPOSE, AND NON-INFRINGEMENT FOR THE SYSTEM. THE SYSTEM PROVIDED 
BY MODJOUL IS FOR DATA COLLECTION ONLY AND ARE NOT INTENDED TO PREVENT OR STOP 
INJURIES OR FATALITIES. 

10.3 Limitation of Liability. IN NO EVENT SHALL MODJOUL BE LIABLE FOR ANY 
CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR OTHER RELATED OR SIMILAR 
DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, 
ADVANTAGE, SAVINGS, OR REVENUES OF ANY KIND, BUSINESS INTERRUPTION, LOSS OF 
BUSINESS INFORMATION, AND THE LIKE CONNECTED WITH THE USE OF OR INABILITY TO USE 
THE SOFTWARE. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT SHALL APPLY: 
(a) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY 
OR OTHERWISE; AND (b) WHETHER OR NOT DAMAGES WERE FORESEEABLE. THESE 
LIMITATIONS OF LIABILITY SET OUT IN THIS SECTION SHALL SURVIVE FAILURE OF ANY 
EXCLUSIVE REMEDIES PROVIDED IN THIS AGREEMENT. ANY DAMAGES ARISING UNDER THE 
USE OF THE SYSTEM THAT MODJOUL IS REQUIRED TO PAY FOR ANY PURPOSE WHATSOEVER, 
INCLUDING WITHOUT LIMITATION, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR 
OTHERWISE, SHALL BE LIMITED TO THE GREATER OF $10,000 OR THE LICENSE FEES ACTUALLY 
PAID BY CUSTOMER TO MODJOUL UNDER THIS AGREEMENT. SOME STATES DO NOT ALLOW 
THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, 
SO THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER UNDER THE LAWS OF THOSE 
STATES. Customer may not bring any action, regardless of form, arising out of any transaction under this 
Agreement, more than one year after Customer receives knowledge of the occurrence that gives rise to the 
cause of such action. 

11. CONFIDENTIALITY, PROPRIETARY RIGHTS AND NON-DISCLOSURE. Modjoul's proprietary data includes, 
without limitation, all non-public ideas, product concepts, hardware, engineering data, software, 
specifications, manufacturing processes and techniques, reports, drawings, source code, protocols, 
computer databases, and other information embodied in any of the System or otherwise disclosed to 
Customer by Modjoul ("Proprietary Data"). Customer agrees to protect and preserve the confidentiality of 
all the foregoing Proprietary Data made available or disclosed to Customer. Customer will not use any 
portion of the Proprietary Data except as may be required in connection with Customer's use of the System. 
No Proprietary Data shall be disclosed, published or discussed with third parties, other than employees 
who need to know the Proprietary Data for the purpose of utilizing the System and who have agreed to 
protect its confidentiality, without the express prior consent of Modjoul in each instance. Customer shall 
take all appropriate actions to secure the compliance by its officers, employees, agents and directors with 
the terms of this section. Customer acknowledges that Modjoul's remedies for any breach of this section 
may include, in addition to damages and other available remedies, injunctive relief enjoining any such 
breach. 



12. GENERAL PROVISIONS. 

12.1 Relationship of the Parties. Nothing contained herein shall be deemed to create any 
association, partnership, joint venture or relationship of principal and agent or master and servant or 
employer and employee between the parties hereto or any affiliates or subsidiaries thereof, or to provide 
either party with the right, power or authority, whether express or implied, to create any duty or obligation 
on behalf of the other party. 

12.2 Notices. Any notice or other communication required or permitted by this Agreement or by 
law to be served on or given to any party shall be in writing and shall be deemed served and given when 
personally delivered to the party to whom it is directed, or in lieu of such personal service, (a) three days 
after deposit in the United States mail, postage prepaid, registered or certified, return receipt requested, 
sent to the addresses set forth below the signatures on this Agreement or (b) the next business day 
following transmission by fax or e-mail to the addresses set forth below the signatures on this Agreement. 

12.3 Assignment. This Agreement is personal to Customer. Customer shall not assign or 
otherwise transfer any rights or delegate any duties under this Agreement without the prior written consent 
of Modjoul. Any attempted assignment, transfer or delegation without such consent shall be null and void. 

12.4 Force Majeure. Modjoul will not be in breach of its obligations hereunder if performance 
of such obligations is prevented, delayed or made impracticable by any cause beyond the reasonable 
control of Modjoul, including without limitation, denial of service attacks, acts or omissions of Customer, 
acts of God or government, natural disasters or storms, fire, political strife, labor disputes, terrorism, failure 
or delay of transportation, default by suppliers or unavailability of parts. Either party may use the name of 
and identify the other party as a client or provider in advertising, publicity, or similar materials distributed or 
displayed to prospective clients. 

12.5 Governing Law. This Agreement shall be governed by and interpreted in accordance with 
the internal laws of the State of Washington without regard to its conflict of laws provisions. Any litigation 
between the parties concerning these terms and conditions shall be brought in Superior Court of King 
County Washington or in the U.S. District Court for the Western District of Washington, and Customer 
consents to such courts having personal jurisdiction and that venue is proper in either of such courts. 

12.6 Attorney's Fees. If any litigation is brought to enforce, or arises out of, this Agreement or 
any term, clause, or provision hereof the prevailing party shall be awarded its reasonable attorneys' fees 
together with expenses and costs incurred with such litigation, including necessary fees, costs, and 
expenses for services rendered, as well as subsequent to judgment in obtaining execution thereof. 

12.7 Interpretation. The titles of the sections of this Agreement are for convenience only and 
shall not affect the interpretation or construction of any section. The language used in this Agreement shall 
be deemed to be the language chosen by the parties hereto to express their mutual agreement. Any rule 
of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied 
in the construction or interpretation of this Agreement. The words "include" and "including" and variations 
thereof are not terms of limitation, but rather shall be deemed to be followed by the words "without 
limitation." 

12.8 Waiver. A waiver of any of the terms of this Agreement, or any breach or default hereunder, 
shall not be deemed or construed as a waiver of such terms for the future or any subsequent breach or 
default, whether or not of the same or similar nature. 

12.9 Entire Agreement; Severability; Modification. This Agreement, including the warranty 
card any other policies referenced herein, represents the entire agreement between the parties with respect 
to the subject matter hereof and all other negotiations, understandings and agreements relating thereto, 
whether written or oral, including but not limited to all requests for proposal, proposals, payments or other 
forms, are nullified and superseded hereby. Whenever possible, each provision of this Agreement shall be 



interpreted in such manner as to be effective and valid under applicable law, but if any provision of this 
Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective 
only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the 
remaining provisions of this Agreement. This Agreement may only be modified, amended, or supplemented 
in a written document signed by authorized signatories of both parties subsequent to the date of execution 
of this Agreement.