End User License Agreement

Section 1. Scope of Application

This End User License Agreement (“EULA”), stipulated between the User and Paser srl, concerns the use of the device in all of its versions (“ODS device”). This document even integrates any Product’s Specific Terms that could be applied to any ODS device bought by the User.

The User accepts to be bounded to this EULA’s terms from the moment in which he (a) makes the installation or buy a Paser ODS device; (b) expresses consent to the same.

If the User does not have the authority to stipulate the present EULA or if does not accept the terms of the same document, please do not use a Paser ODS device.

Section 2. Hardware Use

1. 2.1. License and right to use.

   User is the actual owner of the hardware but not of intellectual’s properties contained into it therefore is not allowed:

   • To execute reverse engineering, decompile, decrypt, disassembly, modify the device
   • To create works derivate from the device

   Disassemble or modify the device will cancel warranty

2. 2.2. Unappropriated use

   Hardware’s inappropriate use or not relevant according to instructions relieve Paser srl from any responsibility, direct or indirect. In case of inappropriate installation according to instructions, Paser srl reserves the possibility to invalidate the warranty.

3. 2.3. Use by third parties

   End User can authorize third parties (example installers) to exercise the Rights of Use on their own, although he remains responsible:

   • to verify that third parties operates according to EULA;
   • of any violation of the present EULA made by Authorized Third Parties

Section 3. Software Use

1. 3.1. License and right to use

   Paser srl grant to the End User a non-exclusive and non-transferable license for Software’s use. Except after direct agreement with Paser srl, End User is not allowed:

   • to transfer, sell, sub-license, monetize or dispose any ODS device’s function to third parties;
   • to remove, modify or hide information about the product, copyright, ownership, alert of intellectual property or other marks;
   • to execute reverse engineering decompile, decrypt, disassemble, modify or create works derived from ODS device.

   Paser srl reserves the right to terminate the life cycle of ODS device, included the functionality of its components, upon written notice published on the website www.paser.ai.

2. 3.2. Third parties Use

   End User can authorize third parties (for example installers) to exercise the Rights of Use on their own, although he remain responsible:

   • to verify that third parties operates according to EULA;
   • of any violation of the present EULA made by Authorized Third Parties

3. 3.3. Use of beta and trial versions

   If Paser srl grants the User the Rights of Use of the concerned ODS Technology in a trial, evaluation, beta or other free basis versions (“Software and Evaluation Services”), the User may use the Software and Evaluation Services on a temporary for the limited period specified by Paser srl by written.

   If the User does not stop using and/or does not return the Software and Evaluation Services or the equipment on which use it is authorized by the expiration of the trial period, Paser will invoice to the user the item to the price indicated on Paser end user official list, and User accepts to pay the bill. Paser srl, at its discretion, may interrupt the supplying of the Software and Evaluation Services at any time, starting from that moment User will no longer have access to the data, information and related files and must immediately cease any use of the ODS Technology.

   The Software and Evaluation Services may not have been subject to Paser srl’s normal testing and quality control procedures and may therefore have bugs, errors or further problems. Except as possibly agreed in writing with Paser srl, the User must not use the Software and Evaluation Services in production environments. Paser srl provides the Software and the Evaluation Services in the form of “seen and liked”, without support and without explicit or implicit guarantees or indemnity in case of problems or failures. Paser srl also declines any responsibility in relation to the use of Software and Evaluation Services by the User.

4. 3.4. Software Interoperability

   If requested by law, and at the request of the User, Paser srl will provide the latter with the information necessary to obtain interoperability between the Software and other programs created independently, on condition that the applicant accepts any additional terms reasonably requested by Paser srl. The User must treat such information as Confidential Information.

Section 4. Object Detection technology

1. 4.1. Object Detection performances

   Paser srl cannot guarantee the accuracy of object detection. The type of camera installed, the angle of installation of the camera, the lighting conditions, visual obstacles etc. can drastically affect the quality of detection. Therefore, Paser srl does not guarantee in any way that the objects will be detected in 100% of the cases and declines all responsibility in case of non-detection.

2. 4.2. Disclaimer

   The User agrees not to retaliate against Paser srl in the event of poor performance or failure in case of wrong objects detection of the system. In the event that the installation parameters are respected, but the performance of the device does not satisfy the Customer, Paser srl will nevertheless provide a guarantee of product operation, according to the terms of the law in force, and will intervene to improve the user experience if deemed necessary.

Section 5. Use of third party products

Paser srl declines all responsibility for the incorrect use of third party products with the ODS device. The User is required to respect the installation parameters, the terms established by third-party suppliers, including the privacy regulations. Paser srl does not provide support or guarantee continuous integration support for products that are not native parts of the ODS device.

Section 6. Confidential Information and data processing

1. 6.1. Confidentiality

   The Recipient must treat it as confidential and take reasonable steps to avoid disclosure of Confidential Information to third parties, with the exception of its employees, affiliates and collaborators who need to know it (“Authorized Recipients”).

   The Recipient:

   • He must ensure that its Authorized Recipients are subject to written confidentiality obligations no less restrictive than the obligations to which the Recipient is subject and enshrined in this EULA;
   • He is responsible of any violation of the present Section by its Authorized  Recipients.

   The Confidentiality obligations of the Recipient do not apply to information that:

   • obligations are known to the Recipient without confidentiality restrictions;
   • obligations are or have become public knowledge through no fault of the Recipient;
   • obligations are independently developed by the Recipient.

   The Recipient may disclose the Disclosure Confidential Information if it is required under regulation, law or court order, on condition that it provides notice to the Disclosure (to the extent permitted by law) and reasonably cooperates, at the Discloser’s expense, as regards the protection actions pursued by the latter. Upon reasonable request of the Disclosure, the Recipient will return, delete or destroy all of the latter’s Confidential Information and certify the actions taken.

2. 6.2. Notice and Consent

   To the extent that the use of the ODS device by the User requires it, the User himself undertakes to inform the people concerned regarding the collection, processing, transfer and storage of their data that takes place through the use of the ODS device, as well as obtaining its consent.

3. 6.3. Account access protection

   The User will keep all account data updated, will use all means reasonably necessary to protect the data of his account, passwords and other access credentials.

   Paser srl is not responsible for any unauthorized access or other interventions on the User’s device.

   The use of insecure login credentials and/or incorrect network configuration could lead to the theft of the User’s personal information; in this case, Paser srl declines all responsibility.

Section 7. Property

Unless otherwise agreed in writing, nothing in this EULA authorizes the transfer of ownership of, or grants any license to any intellectual property rights. The User retains the exclusive ownership of the device purchased and Paser srl retains the exclusive ownership of the intellectual property of the ODS device. Paser srl reserves the right to use the feedback provided by the User regarding the use of the ODS Technology by the latter as part of its business operations.

Section 8. Indemnity Clause

1. 8.1. Complaints

   Paser srl will defend the User from any claim made by third parties asserting that the valid use of the ODS device by the User and any Authorized Third Parties within the scope of their Rights violates patents, copyrights or registered trademarks of third parties (“Complaint relating to Intellectual Property Rights”).

   Paser srl will keep the User harmless against the final sentence issued by a court of competent jurisdiction or from any plea bargaining deriving from a Complaint relating to Intellectual Property Rights, provided that the User/Authorized Third Parties:

   • promptly inform Paser srl in writing of the Complaint relating to Intellectual Property Rights;
   • fully cooperates with Paser srl in the defence against the Complaint relating to Intellectual Property Rights;
   • grants Paser srl the right to check exclusively the defence and plea bargaining of the Complaint relating to intellectual Property Rights and any subsequent appeals.

   Paser srl will have no obligation to repay the client for legal fees and costs incurred prior to receipt by Paser srl of the notification of the Complaint relating to Intellectual Property Rights. The User, at his own expense, is authorized to retain his legal representation.

2. 8.2. Exclusions

   Paser srl will have no obligation to any Complaint relating to Intellectual Property Rights based on:

   • compliance with any project, specification or requirement provided by the User or by a third party on behalf of the User;
   • on a modification of the Software or Cloud Service made by the User or by a third party;
   • on the combination, execution or use of a Software or a Cloud Service with products, software or business processes not belonging to Paser srl;
   • on the inability of the User to modify or replace a Software or a Cloud Service as requested by Paser srl;

3. 8.3. Obligations

   The section 6 specifies all the obligations of Paser srl and the exclusive remedy of the User in relation to any Intellectual Property Rights Complaint brought against him.

Section 9. Guarantees and representations

1. 9.1. Performances

   Paser srl grants that for a period of 90 days from the date of purchase, or longer when indicate on the Documentation; the Software substantially conforms to the Documentation.

   The User can download any software version updates directly from the control panel of the ODS device.

2. 9.2. Harmful Code

   Paser srl will employ reasonable and effective measures to provide the ODS device without Harmful Code.

3. 9.3. Qualifications

   Sections 9.1 and 9.2 do not apply if the ODS device, or equipment on which it is authorized for use:

   • system has been altered, except by Paser srl or its authorized representatives;
   • system has been subjected to abnormal physical conditions, accidents or negligence, or installation or use inconsistent with this EULA or with the instructions of Paser srl;
   • system is not a Paser srl branded product or service.

   Following the timely written notification by the User to Paser srl during the warranty period of a violation of this Section 9 by Paser srl, the User’s sole and exclusive remedy (unless otherwise requested by current law) is, at the choice of Paser srl, a repair or replacement of the ODS device concerned.

Section 10. Responsibility

Both parties decline any responsibility for indirect, incidental, exemplary, special or consequential damages; loss, corruption of data, interruption or loss business; loss of revenue, profits, goodwill or sale, or anticipated savings.

These limitations of liability do not apply to liability resulting from the User’s failure to pay all amounts due or from the User’s breach of Section 2.1 and 3.1 (License and Right of Use).

This limitation of liability applies both in the case of claims relating to guarantee, contract, tort (including negligence), breach or otherwise, even if one of the parties has been advised of the possibility of such damages.

Nothing in this EULA limits or excludes liability cases, which cannot be limited or excluded under applicable law. This limitation of liability is total and not for a single event.

Section 11. General provisions

1. 11.1. Validity

   The Sections will remain valid even after the termination or expiration of this EULA.

2. 11.2. Third Party beneficiaries

   This EULA does not grant any right or cause for action to any third party.

3. 11.3. Transfer and subcontract

   Except as otherwise specified below, the parties may not assign or replace this EULA, in whole or in part, without the express written consent of the other party. Paser srl reserves:

   • to assign or replace this EULA, in whole or in part, to an Affiliate of Paser srl or in the context of a sale or transfer of any part of its business, upon written notice to be notified to the User;
   • to subcontract the associated services of the ODS device to third parties, provided that the subcontract does not release Paser srl from its obligations under this EULA.

4. 11.4. Transactions with Paser srl partners

   If the User purchases the ODS device from a Paser srl Partner, the terms of this EULA apply to the User’s use of the ODS device and will prevail over any inconsistent provisions of the agreement between the User and the Paser srl Partner.

5. 11.5. Changes to this EULA

   Paser srl reserves the right to modify this EULA or any part of it by updating the relative document available on the website www.paser.ai. Changes to the EULA apply to all Rights acquired or renewed after the change date.

   The latest version of the EULA document in force is the one present on the website www.paser.ai, Paser srl is not responsible for previous versions present on outdated ODS devices.

6. 11.6. Compliance with the law

   Each party must act in compliance with all applicable laws and regulations applicable to their respective obligations under this EULA. Paser srl may limit the availability of the ODS device in any place or modify or suspend its functionality in order to comply with the laws and regulations in force.

   If you use the ODS device in a location whose laws require a designated entity to be responsible for the collection of end-user data and the transfer of data outside that jurisdiction (e.g. Russia and China), the User agree to be that entity responsible for compliance with such laws.