END USER LICENSE AGREEMENT (EULA)

1. Definitions 

For the purposes of this EULA, the following terms shall have the meanings set forth below:

1. “Company” means Warehouse Mobile Solutions, LLC, and its affiliated entities.

2. “Software” means the WarehouseOS (“WOS”) software application, including all updates, patches, enhancements, and related documentation provided by Company.

3. “Services” means the hosted services, support, API access, WOS Insights, and any other services provided by Company in connection with the Software.

4. “Customer Data” means any non-public data provided by Customer to Company to enable the provision of the Software and Services.

5. “Equipment” means any hardware, servers, modems, networking infrastructure, operating systems, and ancillary services needed to connect to, access, or use the Software and Services.

6. “Proposal” means the applicable purchase order, statement of work, or order form executed by Company and Customer.

7. “Proprietary Information” means business, technical, or financial information relating to either party’s business, including non-public information regarding the features, functionality, and performance of the Software and Services.

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2. License Grant

Subject to the terms and conditions of this EULA and the applicable Proposal, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software solely for Customer’s internal business purposes during the Term of the Agreement.

This license does not constitute a sale of the Software or any copy thereof. Company retains all right, title, and interest in and to the Software, including all intellectual property rights therein.

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3. Account Registration and Security

As part of the Software registration process, Customer will identify an administrative user name and password for Customer’s company account. Company reserves the right to refuse registration of, or cancel, passwords it deems inappropriate.

Customer shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to:

1. Securely administer the distribution and use of all access credentials;

2. Protect against any unauthorized access to or use of the Software and related Services; and

3. Maintain the security of the Equipment, Customer account, passwords (including administrative and user passwords), and files.

Customer is responsible for all uses of Customer’s account or Equipment, with or without Customer’s knowledge or consent.

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4. Restrictions on Use

Nothing in this EULA grants Customer any right, title, or interest in or to any registered or unregistered patent, copyright, trademark, trade secret, or other intellectual property rights of the Company. Customer shall not, directly or indirectly:

1. Copy, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Software or Services;

2. Modify, translate, or create derivative works based on the Software or any Services, except to the extent expressly permitted by Company or authorized within the Services;

3. Sublicense, publish, transfer, or use the Software or any Services for timesharing or service bureau purposes, or otherwise for the benefit of a third party;

4. Remove any proprietary notices, labels, or markings from the Software;

5. Remove or export from the United States, or allow the export or re-export of the Software or anything related thereto, or any direct product thereof, in violation of any restrictions, laws, or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority;

6. Attempt to access Company’s systems, databases, or infrastructure through any means other than the documented and authorized access methods; or

7. Circumvent access controls, reverse-engineer system architecture, or gain unauthorized access to Company’s underlying systems.

Any violation of the restrictions in this Section 4 constitutes a material breach of this EULA and may result in immediate termination of the license and legal action.

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5. U.S. Government End Users

As defined in FAR section 2.101, the Software and documentation are “commercial items” and, according to DFAR section 252.227-7014(a)(1) and (5), are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by this EULA and will be prohibited except to the extent expressly permitted herein.

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6. Customer Data Access and Portability

6.1 Standard Data Access

All Customers have access to their Customer Data through the following standard methods included in their subscription at no additional charge:

1. CSV Export. Customer may export Customer Data in CSV (Comma-Separated Values) format through the WOS Manager interface at any time, on demand, without limitation.

2. API Access. Customer is provided with programmatic access to Customer Data through Company’s Application Programming Interface (“API”). API documentation is available in the WarehouseOS documentation. Company reserves the right to implement reasonable rate limits and usage tiers with at least sixty (60) days’ advance written notice.

3. WOS Insights. Customers who subscribe to the optional WOS Insights add-on service receive access to pre-built reports, dashboards, and analytics capabilities at an additional fee as specified in the Proposal.

6.2 Data Portability Upon Termination

Upon termination or expiration of the Agreement for any reason, Company will make all Customer Data available to Customer for electronic retrieval in CSV format for a period of thirty (30) days following the effective termination date. Customer is solely responsible for exporting and retrieving all Customer Data within this period. After the thirty (30) day retrieval period expires, Company may delete all Customer Data from its systems. Company will have no liability for any Customer Data deleted after the retrieval period expires.

6.3 Data Format

Customer Data exported via CSV will be provided in standard format with UTF-8 encoding. Customer acknowledges that CSV exports represent a simplified, tabular view of data and may not include all metadata, relationships, or system-specific formatting present in the live Services. API access provides the most complete and accurate representation of Customer Data

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7. Confidentiality

Each party (as “Receiving Party”) agrees: (i) to take reasonable precautions to protect the other party’s (as “Disclosing Party”) Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.

The foregoing shall not apply with respect to any information that the Receiving Party can document:

1. Is or becomes generally available to the public;

2. Was in its possession or known by it prior to receipt from the Disclosing Party;

3. Was rightfully disclosed to it without restriction by a third party;

4. Was independently developed without use of any Proprietary Information of the Disclosing Party; or

5. Is required to be disclosed by law.

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8. Ownership and Intellectual Property

Customer shall own all right, title, and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services.

Company shall own and retain all right, title, and interest in and to: (a) the Services and Software, all improvements, enhancements, or modifications thereto; (b) any software, applications, inventions, or other technology developed in connection with implementation of the Services; and (c) all intellectual property rights related to any of the foregoing.

Company shall have the right to collect and analyze data and other information relating to the provision, use, and performance of the Services. Company will be free to use such information to improve and enhance the Services, and to disclose such data solely in aggregate or other de-identified form. Any personal information protected under the California Consumer Privacy Act (“CCPA”) shall be used solely for the benefit of Customer and shall not be sold or disclosed in violation of the CCPA.

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9. Fees and Payment

Customer will pay Company the fees described in the applicable Proposal. Payment terms, pricing adjustments, usage-based billing, and service tier modifications are governed by the Company’s General Terms and Conditions of Sale, which are incorporated herein by reference. 

If Customer fails to pay any fees when due and such failure continues for fifteen (15) days after written notice of non-payment, Company may suspend Customer’s access to the Software and Services until payment is received, and may assess default interest at the rate of one and one-half percent (1.5%) per month on all outstanding balances, plus all reasonable expenses of collection including attorney’s fees.

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10. Limited Warranty

Company represents and warrants that:

1. The Software will perform in accordance with the Software documentation and manuals provided by Company;

2. Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Software in a manner that minimizes errors and interruptions; and

3. Company shall use reasonable efforts to provide advance notice of any scheduled service disruption.

The Software may be temporarily unavailable for scheduled maintenance, unscheduled emergency maintenance, or other causes beyond Company’s reasonable control. Company does not warrant that the Software will be uninterrupted or error-free, nor does Company make any warranty as to the results that may be obtained from use of the Software.

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11. Warranty Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10, COMPANY MAKES NO OTHER REPRESENTATIONS OR WARRANTIES TO CUSTOMER OR ANY OTHER PARTY WITH RESPECT TO THE SOFTWARE OR SERVICES, AND COMPANY HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, AND NON-INFRINGEMENT. THE COMPANY FURTHER DISCLAIMS ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE AND TRADE PRACTICE, AND MAKES NO WARRANTIES THAT THE SOFTWARE WILL BE COMPATIBLE WITH CUSTOMER’S OWN SOFTWARE, SYSTEMS, OR OTHER SERVICES.

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12. Limitation of Liability

IN NO EVENT SHALL COMPANY BE RESPONSIBLE FOR OR LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR SPECIAL, INDIRECT, COLLATERAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUCH EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF GOODWILL, LOSS OF REVENUE OR PROFITS, LOSS OF USE, LOSS OF TIME, LOSS OF BUSINESS OPPORTUNITIES, INTERRUPTION OF BUSINESS, OR OTHER SIMILAR INDIRECT FINANCIAL LOSS. 

COMPANY’S TOTAL POTENTIAL LIABILITY TO CUSTOMER FOR ANY CLAIMS RELATING TO OR ARISING OUT OF THE SOFTWARE OR SERVICES SHALL BE LIMITED TO PROVEN DIRECT DAMAGES NOT TO EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER TO COMPANY FOR THE SOFTWARE AND/OR SERVICES GIVING RISE TO CUSTOMER’S CLAIM.

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13. Indemnification

13.1 By Company

Company shall assume the defense of any claims asserted by third parties against Customer that the Software infringes upon any United States patent or any copyright, or misappropriates any trade secret, provided Company is promptly notified of all such claims and given reasonable assistance and the opportunity to assume sole control over the defense and settlement.

This obligation does not apply where: (i) the Software was modified after delivery by Company; (ii) the Software is combined with other products where the alleged infringement relates to such combination; (iii) Customer continues allegedly infringing activity after being notified; or (iv) Customer’s use is not in accordance with this EULA.

13.2 By Customer

Customer agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements, and expenses (including costs and attorneys’ fees) in connection with any claim or action that arises from Customer’s use of the Software or Services in violation of this EULA, applicable laws, or Company’s published policies.

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14. Term and Termination

This EULA is effective as of the date Customer first installs, accesses, or uses the Software, and shall remain in effect for the Initial Service Term as specified in the Proposal. The Agreement shall be automatically renewed for additional periods of the same duration unless either party provides at least thirty (30) days’ written notice prior to the end of the then-current Term.

Either party may terminate this EULA for cause upon thirty (30) days’ written notice if the other party materially breaches any term of this EULA and fails to cure such breach during the notice period. Company may terminate without notice in the case of non-payment by Customer.

Upon any termination: (a) all licenses granted hereunder shall immediately cease; (b) Customer shall cease all use of the Software; (c) Company will make Customer Data available for retrieval for thirty (30) days as described in Section 6.2; and (d) all sections that by their terms survive termination shall survive, including accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

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15. Force Majeure

Company shall not be liable for any failure or delay in the provision of the Software or Services caused by circumstances beyond Company’s reasonable control, including without limitation fires, strikes, casualties, wars, riots, acts of God, national emergencies, delays in transportation, or shortages of resources.

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16. Dispute Resolution

Any dispute, controversy, or claim arising out of or related in any way to this EULA shall be solely and finally settled by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules. The arbitration shall take place in Salt Lake County, Utah. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

The arbitrator shall be bound to adjudicate all disputes in accordance with the laws of the State of Utah. The decision of the arbitrator shall be in writing with written findings of fact and shall be final and binding on the parties. The arbitrator shall be empowered to award money damages but shall not be empowered to award incidental, consequential, indirect, statutory, special, exemplary, or punitive damages, or specific performance.

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17. General Provisions

Entire Agreement. This EULA, together with the applicable Proposal and the Company’s General Terms and Conditions of Sale, constitutes the entire agreement between the parties with respect to the Software and Services.

Assignment. This EULA is not assignable, transferable, or sublicensable by Customer without Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this EULA without consent.

No Agency. No agency, partnership, joint venture, or employment is created as a result of this EULA.

Governing Law. This EULA shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict-of-laws principles.

Severability. If any provision of this EULA is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Waiver. The failure of either party to enforce any right or provision of this EULA shall not constitute a waiver of such right or provision.

Notices. All notices required or permitted under this EULA shall be in writing and shall be deemed given when delivered personally, sent by confirmed electronic communication, or sent by certified mail, return receipt requested, to the addresses specified in the Proposal.

Amendments. This EULA may be modified and updated from time to time in the sole discretion of Company. Modified versions will be considered effective as of the date posted to Company’s website. Customer’s continued use of the Software after such modifications constitutes acceptance of the modified EULA.

Export Compliance. Customer shall comply with all applicable export control and sanctions laws and regulations in connection with its use of the Software.

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18. Customer Responsibilities

Customer acknowledges and agrees that:

1. Customer shall use the Software only in compliance with Company’s standard published policies then in effect and all applicable laws and regulations;

2. Customer shall be responsible for obtaining and maintaining all Equipment needed to connect to, access, or use the Software;

3. Customer is solely responsible for determining its data access, export, and backup requirements and for implementing appropriate backup and disaster recovery procedures;

4. Customer shall use data access methods in a reasonable manner that does not adversely impact system performance or availability for other customers; and

5. Customer has and will maintain sole control over the operation, maintenance, and management of Customer’s systems and the conclusions, decisions, or actions based on use of the Software.

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19. Contact Information

If you have any questions about this EULA, please contact:

Warehouse Mobile Solutions, LLC
862 West Fine Dr
South Salt Lake, UT 84119
Email: support@warehouseos.com
Phone: (385) 213-2773