End User License Agreement

a) “Licensee” means the party named as “Licensee” in the applicable Master Agreement.
b) Versatile has manufactured and developed a proprietary software platform (the “Software”) that it offers for use on a SaaS basis together with a proprietary hardware device that is also manufactured and developed by Versatile (each, a “Device”) along with other required third-party hardware, all as an “Internet of Things” (“IoT”) solution called the Versatile® System. The Software, any and all software embedded in the Devices, and all accompanying documentation, including but not limited to the Versatile user manual and any updates thereto (the “Documentation”), are collectively referred to herein as the “Products”. The availability of the Products for use on a SaaS basis is referred to herein as the “Service”. 
c)“Authorized User” means a person designated by Licensee and pre-approved by Versatile, who Licensee has authorized to use the Versatile Products and who is bound to comply with the terms and conditions of this EULA by his or her acceptance thereof.

2. LIMITED RIGHT TO USE

You may access and use the Service, and the Products by means of the Service, for use with the Devices at the Project Sites specified in the Master Agreement and solely for the internal business purposes of Licensee in the course of your performing services for the ultimate benefit of Licensee. Your access to the Service shall be via unique log-ins authorized and issued by Versatile and subject to your acceptance of this EULA.

3. OWNERSHIP

You acknowledge that (i) all right, title and interest in and to the Versatile System, the Products, the Service, and the Devices, and all patents, copyrights, trade secret rights, trademarks, trade names and other proprietary rights embodied therein or associated therewith, are and shall remain with Versatile and/or its licensors, (ii) no right or interest in any of the foregoing is conveyed to you other than a limited license to access and use the Service and the Products with the Devices in accordance with this EULA, (iii) the Products are protected by the copyright and/or other intellectual property laws of the United States, and (iv) the Versatile System, the Products, the Service, and the Devices embody valuable confidential and secret information of Versatile, the development of which required the expenditure of considerable time, resources, and money.

4. CERTAIN OBLIGATIONS

a) Training and Usage Guidelines. You will read the Documentation and attend Versatile training prior to use of the Service and the Devices. Use of the Service and Devices require such training and following the instructions and guidelines set forth in the Documentation, including the appointment of certified riggers for certain tasks and operations.
b) Reports, Feedback, and Cooperation.  In the course of your use of the Service, you may use the Service to generate reports (“Reports”). Those Reports may be used, shared, and disclosed by you as directed by Licensee provided that they contain no Confidential Information of Versatile. You may also provide Licensee or Versatile with Feedback pertaining to the Service from time to time. “Feedback” shall be comprised of information, data, inputs, ideas, enhancements, changes, specifications, improvements or additions to the Products, the Service, or the Devices, as well as information about the Products’, the Service’s, and the Devices’ performance, compatibility, interoperability, bugs, errors and malfunctions. You hereby assign, transfer, and convey to Versatile all rights to Feedback, including without limitation all intellectual property and proprietary rights therein and thereto.
c) Covenants. You will  
i) Not share, disclose, or provide to any other party access to or use of the Service, the Products, or the Devices (or any modifications, improvements, or derivatives thereof),
ii) Treat the Versatile System, the Products, the Service, the Devices, and all Feedback as confidential information, not using or disclosing any of them except as necessary to perform your services on behalf of Licensee,
iii) Not alter, reverse engineer, disassemble, decompile, download, reproduce, replicate, or copy the Service or any Software or Devices,
iv) Use best efforts to prevent unauthorized or improper access to or use or disclosure of the Products, the Service, and the Devices and use them only as permitted by this EULA,
v) Not remove any titles, trademarks, or copyright or other proprietary or restrictive legends or notices in or on the Products, the Service, or the Devices,
vi) Maintain all access to the Products, the Service, and the Devices in a manner so as to reasonably preclude unauthorized use thereof or access thereto,
vi) Cooperate with any security measures specified by Versatile, and
vii) Immediately notify Versatile upon your termination as an employee of or subcontractor or consultant to Licensee or as an employee of any subcontractor or consultant to Licensee.

5. PRIVACY AND PROTECTION OF PERSONAL INFORMATION

See the Privacy Policy disclosures relating to the collection and use of the information that you may provide us with as a result of your access and use of this Software. Any personal data that we collect from you, will be subject to our Privacy Policy. 

6. USER ACCOUNT, PASSWORD, AND SECURITY

Subject to our Privacy Policy, if any of the Services requires you to open an account, you must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form. You will also choose a password and a username. You are solely and entirely responsible for maintaining the confidentiality of your password and account information. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify Versatile immediately of any unauthorized use of your account or any other breach of confidentiality or security. Versatile will not be liable for any loss that you may incur as a result of someone else using your username, password or account, either with or without your knowledge. However, you could be held liable for losses incurred by Versatile or by another party due to someone else using your username, password or account. You may not use anyone else’s account at any time, without the permission of the account holder.

7 . TERM; TERMINATION

Your license automatically expires upon the conclusion of the Subscription Term set forth in the applicable Work Order to the Master Agreement unless sooner terminated due to termination of the Master Agreement or that Work Order, termination of your employment or engagement by Licensee (either directly or through your employer), termination of your employment or engagement with your employer, or at Versatile’s discretion if you are found to have violated any of the terms of this EULA.  In such event, you agree to destroy or return to Versatile all information and materials pertaining to the Versatile System, the Products, the Service, and the Devices.

8 . SUBCONTRACTORS AND CONSULTANTS

If you are an Authorized User, but are not an employee of Licensee, the following provisions also apply to you. You: (a) represent and warrant to Versatile that you or your employer is a subcontractor of or consultant to the Licensee (each, a “Subcontractor”); (b) represent and warrant to Versatile that you have the authority to agree to and accept this EULA on behalf of the Subcontractor; (c) agree to notify Versatile that you are not an employee of the Licensee and to accurately provide the name, address, and contact information of the Subcontractor; and (d) agree to notify Versatile if you cease to be employed or engaged by Licensee or the Subcontractor, as the case may be.

9. MODIFICATIONS

Versatile reserves the right to modify and/or amend the terms of this EULA without prior notice to you.  Any such modifications and/or amendments will take full force and effect once posted in the Service or on the Versatile website. Your continued use of the Service following the posting of such amendments means that you accept and agree to such amendments.

10 . DISCLAIMER OF WARRENTIES

THE VERSATILE SYSTEM, THE SERVICE, THE PRODUCTS, AND THE DEVICES ARE PROVIDED “AS IS”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WITHOUT WARRANTIES, EXPRESSED OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, RELATING TO ANY OF THE FOREGOING. VERSATILE, FOR ITSELF AND ITS LICENSORS AND SUPPLIERS, SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VERSATILE AND ITS LICENSORS DO NOT WARRANT THAT THE VERSATILE SYSTEM, THE SERVICE, THE PRODUCTS, OR THE DEVICES WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE. VERSATILE AND/OR ITS LICENSORS ARE NOT LIABLE OR RESPONSIBLE FOR ANY RESULTS GENERATED USING THE VERSATILE SYSTEMS, THE SERVICE, THE VERSATILE PRODUCTS, OR THE DEVICES. CERTAIN ACCESS TO THE VERSATILE PRODUCTS MAY DEPEND ON NETWORK CONNECTIVITY. VERSATILE HAS NO CONTROL OVER CONNECTIONS TO AND FROM THE INTERNET OR YOUR INTERNAL NETWORKS; THEREFORE, VERSATILE MAKES NO WARRANTY THAT ACCESS TO THE VERSATILE SYSTEM, THE SERVICE, THE PRODUCTS, OR THE DEVICES WILL BE UNINTERRUPTED DUE TO RELIANCE ON NETWORK CONNECTIVITY.

11 . LIMITED LIABILITY

IN NO EVENT WILL VERSATILE OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES IN RESPECT OF LOST BUSINESS PROFITS AND LOSS, DAMAGE OR DESTRUCTION OF DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THE SAME. IN NO EVENT WILL VERSATILE AND/OR ITS LICENSORS BE HELD LIABLE UNDER THIS EULA FOR MORE THAN THE LESSER OF (A) DIRECT DAMAGES INCURRED BY YOU OR (B) $10,000 US. NO LIMITATION AS TO DAMAGES FOR PERSONAL INJURY IS HEREBY INTENDED.

12 . INDEMNIFICATION

If you are an Authorized User, but are not an employee of Licensee, then you acknowledge and agree that you will indemnify, defend, and hold harmless Versatile and/or its licensors and suppliers from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising from any third party claim resulting from:
i) The combination, operation or use of any Software, the Service, or a Device with equipment, software or data not supplied or expressly approved in writing by Versatile if such claim would have been avoided by use of other equipment, software or data, or
ii) A modification, derivative work, or improvement of any Software, the Service, or a Device that is not performed by or expressly authorized in writing by Versatile, or
iii) Use of the Software, the Service, or a Device other than in accordance with the Documentation.

13 . INJUNCTION