EULA

1. Introduction 

This OnTech Networks, LLC End User License Agreement ("License" or “License Agreement” or "EULA") is a legal agreement between You (either an individual or an entity, who will be referred to in this License as "You" or “Your”) and OnTech Networks, LLC for the use of desktop and server software applications, and which may include associated media, printed materials, and other components and software modules including but not limited to drivers ("Product").  The Product also includes any software updates and upgrades that OnTech Networks, LLC may provide to You or make available to You, or that You obtain after the date You obtain Your initial copy of the Product, to the extent that such items are not accompanied by a separate license agreement or terms of use.  BY INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THE PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS ONTECH NETWORKS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT YOU HAVE NO RIGHTS TO THE PRODUCT AND SHOULD NOT INSTALL, COPY, DOWNLOAD, ACCESS OR USE THE PRODUCT OR PRODUCTS.

The Product(s) is (are) protected by copyright laws as well as other intellectual property laws.  Each OnTech Networks Product is licensed and not sold.

2. Product Descriptions

OnTech Networks utilizes its own as well third-party software to deliver the following Managed Cloud Services applications to You including, but not limited to:

  1. OnTech Networks Managed Workstation Service software

  2. OnTech Networks Remote Network Monitoring software

  3. OnTech Networks Anti-SPAM Service software

  4. OnTech Networks Web URL Filtering software

  5. OnTech Networks Remote Data Backup software

  6. Internet Domain Management software

This End User License Agreement is intended to address the desktop or server based portions of the Managed Cloud Services provided to OnTech Networks customers that are installed on Your local systems.  Additional terms and conditions apply for the remote or Internet portions of the Managed Cloud Services not considered desktop or server based and that are not installed directly on Your systems or equipment. Such terms and conditions for the remote or Internet portions of the Managed Cloud Services are incorporated by reference in this EULA and may be found here.

3. Grant of License

OnTech Networks, LLC grants You a non-exclusive, nontransferable license to install and use the Product subject to all the terms and conditions set forth herein. Each license provided for a Product is a Single-Use Term License meaning that You may permit a single authorized end user to install the Product on a single computer or device for use by that end user only. The term of the license is limited to a fixed duration upon expiration of which the Product must be deinstalled from the computer unless the license is renewed for an additional period of time. For specific details on term, please see your accompanying OnTech Networks Purchase Agreement.

4. Additional Limitations

You may not reverse engineer, decompile, or disassemble the Product or Products, except and only to the extent that it is expressly permitted by applicable law notwithstanding this limitation. You may not rent, lease, lend or transfer the Product, or host the Product for third parties. Each Product is licensed as a single integral product; its component parts may not be separated for use on more than one computer. Each Product may include copy protection technology to prevent the unauthorized copying of each Product or may require original media for use of the Product on the computer. It is illegal to make unauthorized copies of each Product or to circumvent any copy protection technology included in the Product. The software may not be resold either by You or a third party customer without the prior written permission of OnTech Networks, LLC  All rights not expressly granted to You are retained by OnTech Networks, LLC or its licensors

Each Product may contain third party software that OnTech Networks, LLC is authorized to grant sublicense to use and which is also protected by copyright law and other applicable laws.

5. Payment Terms

All payments for any Products under this License Agreement are as specified in the accompanying OnTech Networks Purchase Agreement.

6. Intellectual Property Rights

Subject to the license grant hereunder, all right, title and interest in and to the Product, the accompanying printed materials, and any copies of the Product are owned by OnTech Networks, LLC and/or its licensors.

7. Warranty

7.1. OnTech Networks, LLC warrants that for a period of 90 days from the date of delivery (“Warranty Period”), under normal use, the Product(s) will perform substantially in conformance with the specifications published in the accompanying documentation. During such period, and as the sole obligation of OnTech Networks, LLC and Your sole remedy under the warranty in this Section, if You provide written notice of OnTech Networks, LLC's failure to comply with the above warranty, OnTech Networks, LLC will use reasonable commercial efforts to correct such nonconformity in the Product as in accordance with the terms of the accompanying Purchase Agreement. In addition, if OnTech Networks, LLC determines it is not commercially reasonable to correct the nonconformity, OnTech Networks, LLC may elect to terminate the license to such Product, upon which termination Licensee will promptly return to OnTech Networks, LLC all such copies of such Product and / or cease use of the Product. Upon receipt of the Product from Licensee, OnTech Networks, LLC will return to Licensee all license fees paid to OnTech Networks, LLC by You for such Product. This warranty set forth above does not apply to, and OnTech Networks, LLC shall have no obligation with respect to, any non-conformity arising as a result of (i) use of the Product other than as specified under this Agreement and the related documentation; (ii) any modification or alteration of the Product performed other than by OnTech Networks, LLC or its agents, or (iii) transfer of the Product to any computer system other than the ones on which Product is authorized to be installed, except as permitted in this Agreement.

7.2. Disclaimer. Other than the warranty set forth in Section 7.1 above, and to the maximum extent permitted by applicable law, OnTech Networks, and its authorized agents provide that the Product and any Support Services related to the Product are sold AS IS AND WITH ALL FAULTS, and hereby disclaim all other warranties and conditions, either express, implied or statutory, including, but not limited to, any implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, all with regard to the Product, and the provision of or failure to provide Support Services.

8. Limitation of Liability

ALL SOFTWARE PRODUCTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ADDITIONAL WARRANTIES OF ANY KIND, EXECEPT AS NOTED HEREIN, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF CUSTOMERABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NEITHER THIS LICENSE AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE SERVICES OR SITES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE. CUSTOMER ACKNOWLEDGES AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED, UPLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCTS IS DONE AT ITS OWN DISCRETION AND RISK AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR UPLOAD OF SUCH MATERIAL AND/OR DATA. ONTECH NETWORKS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS, SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY LOSS OF BUSINESS, PROFITS OR GOODWILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF ONTECH NETWORKS IS AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM CUSTOMER'S USE OR INABILITY TO USE THE PRODUCTS, OR THAT RESULT FROM ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OF PERFORMANCE OF THE PRODUCTS. ONTECH NETWORKS SHALL NOT BE LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE DUE TO ACTS OF FORCE MAJEURE, WHICH SHALL INCLUDE ACTS OF GOD; EARTHQUAKES; LABOR DISPUTES; CHANGES IN LAW, REGULATION, OR GOVERNMENT POLICY; RIOTS; WAR; FIRE; EPIDEMICS; ACTS OR OMISSIONS OF VENDORS OR SUPPLIERS; EQUIPMENT FAILURES; TRANSPORTATION DIFFICULTIES; OR OTHER OCCURRENCES THAT ARE BEYOND ONTECH NETWORKS’ REASONABLE CONTROL. ONTECH NETWORKS’ LIABILITY TO CUSTOMER SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE BY CUSTOMER TO ONTECH NETWORKS OVER THE COURSE OF THE EXISTING TERM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

9. Compliance with Licenses

If You are a business, company or organization, You agree that upon request from OnTech Networks, LLC or its authorized representative You will within thirty (30) days fully document and certify that use of any and all OnTech Networks, LLC Products at the time of the request is in conformity with Your valid licenses from OnTech Networks, LLC.

10. Governing Law

This Agreement shall be governed by and constructed in accordance with the laws of the state of North Carolina. Any actions to interpret or enforce this License Agreement shall be solely brought in the state of North Carolina and, to the extent permitted by law; the parties agree the the venue for such action shall be in the Mecklenburg County. 

11. Notices

Any notices or communications under this License Agreement shall be by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed. If to OnTech Networks, such notices shall be addressed to OnTech Networks, LLC, 2912 Textile Way, Charlotte, NC 28205. If to Customer, such notices shall be addressed to the electronic or mailing address specified when Customer opens an account with OnTech Networks, or such other address as either party may give the other by notice as provided above.

12. Changes

Any We reserve the right to make changes to this EULA and the policies and conditions that govern the user of our Products at any time. We encourage you to review this web site and these terms periodically for any updates or changes. Your continued access or use of our Products shall be deemed your acceptance of these changes and the reasonableness of these standards for notice of changes. 

MSA

MSA-1. 

OnTech Networks provides one or several remote management services or managed cloud services ("Managed Services") to you ("You" or "Customer") owned and/or operated by OnTech Networks, LLC ("OnTech Networks" or the "Company") or its affiliates under the terms and conditions of this OnTech Networks Managed Services Agreement and any amendments thereto and any operating rules or policies (the "Managed Services Agreement", "Managed Cloud Services Agreement" or "MSA"). OnTech Networks reserves the right, in its sole discretion, to change, modify, add or remove all or part of this MSA at any time. Customer will receive notice of such changes and/or modifications pursuant to Section MSA-15 regarding notices and MSA-16 changes. Note that the OnTech Networks MSA may be incorporated by reference into an existing and separate technology support services agreement and is intended to supplement any such agreement relating to the content as described herein. Further, in the event that an individual Managed Service includes software that is installed or located on Your local desktop or server equipment, any such locally installed software shall be governed by a OnTech Networks End User License Agreement (EULA) for such locally installed desktop or server software which is included by reference to this MSA and can be located here.

MSA-2. Service Description

OnTech Networks provides remote managed services including, but not limited to: Managed Workstation Service, Web URL Filtering, Remote Data Backup, Remote Network Monitoring, Internet Domain Management, Anti-SPAM Service and other hosting or cloud-based services (individually a "Managed Service" and collectively the "Managed Services"). Individual Managed Service descriptions are described in the tasks under the "Goods and Services" section of the accompanying OnTech Networks Purchase Agreement.

MSA-3. Term and Pricing

The monthly fee for the Managed Service provided is specified under "Prices" of the accompanying OnTech Networks Purchase Agreement and which is due and payable for the term selected by the Customer. The contract period commences on the date that the Customer is notified that the Managed Service is fully operational and that access is made available to a Managed Service by OnTech Networks to Customer. The initial term shall correspond to and be coterminous with the term of any Support Services if provided in the accompanying Purchase Agreement. The initial term shall automatically renew for successive one month periods at renewal rates applicable at the time, unless notice of non-renewal is provided in accordance with Section MSA-4 below; provided, however, that to qualify for each renewal Customer must at the time of renewal be in substantial compliance with the material terms and conditions of the MSA and accompanying Purchase Agreement. OnTech Networks shall have the right, but not the obligation, to review any Managed Services Customer for compliance with the MSA and accompanying Purchase Agreement as part of the renewal process or at any time.

MSA-4. Non-Renewal

Either party, in its sole and absolute discretion, may give notice of non-renewal with or without cause and without stating any reason therefore. Any notice of non-renewal must be given at least (30) days prior to the end of the term then in effect and in the manner described in Section MSA-15 regarding notices. If Customer chooses to terminate service before the end of the initial term, Customer agrees to make the monthly payments under "Payment" of the accompanying OnTech Networks Purchase Agreement for the remainder of the initial term.

MSA-5. Termination

Subject to the license grant hereunder, all right, title and interest in and to the Product, the accompanying printed materials, and any copies of the Product are owned by OnTech Networks, LLC and/or its licensors. Either party may terminate this Managed Services Agreement on thirty (30) days notice if the other party has materially breached or is otherwise not in compliance with any material provision of the MSA, and such breach or noncompliance is not cured within such thirty (30) day period. Notwithstanding the foregoing, OnTech Networks reserves the right to suspend with seventy-two (72) hours notice to Customer the operation or access to any and all Managed Services until such material breach or noncompliance is cured. This Termination provision of the MSA is in addition to and separate from any termination provision for Support Services if provided in accompanying OnTech Networks Purchase Agreement. 

MSA-6. Termination for Illegal or Other Activity

Notwithstanding any other termination or notice provision in this MSA, OnTech Networks may, but shall have no duty to, immediately terminate Customer and suspend one or all provided Managed Services if OnTech Networks in its sole discretion concludes that Customer is engaged in illegal activities or the sale of illegal or harmful goods or services, or is engaged in activities or sales that may damage the rights of OnTech Networks or others. Any termination under this Section MSA-6 shall take effect immediately and Customer expressly agrees that it shall not have any opportunity to cure.

MSA-7. Waiver

Customer expressly waives any statutory legal protection in conflict with the provisions of the Termination sections of this MSA.

MSA-8. No Sale or Assignment of Service

Customer agrees not to resell or assign or otherwise transfer its rights or obligations under this MSA without the express written authorization of OnTech Networks, LLC

MSA-9. Entire Agreement

This MSA constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, writings and all other communications between the parties.

MSA-10. Access

Customer agrees to provide access to its facilities in order for OnTech Networks to carry out its obligations under this MSA.

MSA-11. Abuse Policy

OnTech Networks may restrict access for or limit the usage of one or more Managed Services, including access to the OnTech Networks Help Desk and/or Remote Support Center, to an individual user or users if, in its reasonable judgment and sole discretion, such user or users act(s) in an abusive manner to OnTech Networks staff or any related third party or attempts to utilize any Managed Service in a manner than otherwise intended.

MSA-12. Indemnification

Customer agrees to indemnify and hold harmless OnTech Networks, and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, from any claim or demand, including reasonable attorneys fees, made by any third party due to or arising out of Customer's conduct, Customer's use of the Managed Services, any alleged violation of the MSA, or any alleged violation of any rights of another, including but not limited to Customer's use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with the Managed Services. OnTech Networks reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer, but doing so shall not excuse Customer's indemnity obligations.

MSA-13. Limitation of Liability

ALL MANAGED SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF CUSTOMER ABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NEITHER THIS MANAGED SERVICES AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE SERVICES OR SITES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE. CUSTOMER ACKNOWLEDGES AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED, UPLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE MANAGED SERVICES IS DONE AT ITS OWN DISCRETION AND RISK AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR UPLOAD OF SUCH MATERIAL AND/OR DATA. ONTECH NETWORKS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS, SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY LOSS OF BUSINESS, PROFITS OR GOODWILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF ONTECH NETWORKS IS AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM CUSTOMER'S USE OR INABILITY TO USE THE MANAGED SERVICES, OR THAT RESULT FROM ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OF PERFORMANCE OF THE MANAGED SERVICES. ONTECH NETWORKS SHALL NOT BE LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE DUE TO ACTS OF FORCE MAJEURE, WHICH SHALL INCLUDE ACTS OF GOD; EARTHQUAKES; LABOR DISPUTES; CHANGES IN LAW, REGULATION, OR GOVERNMENT POLICY; RIOTS; WAR; FIRE; EPIDEMICS; ACTS OR OMISSIONS OF VENDORS OR SUPPLIERS; EQUIPMENT FAILURES; TRANSPORTATION DIFFICULTIES; OR OTHER OCCURRENCES THAT ARE BEYOND ONTECH NETWORKS’ REASONABLE CONTROL. ONTECH NETWORKSs LIABILITY TO CUSTOMER SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE BY CUSTOMER TO ONTECH NETWORKS OVER THE COURSE OF THE EXISTING TERM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

MSA-14. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of North Carolina. Any actions to interpret or enforce this Agreement shall be solely brought in the state of North Carolina and, to the extent permitted by law; the parties agree that the venue for such action shall be in the Mecklenburg County.

MSA-15. Notices

Any notices or communications under this MSA shall be made in writing and transmitted to the party to whom such communication is directed. If to OnTech Networks, such notices shall be addressed to OnTech Networks, LLC, 2912 Textile Way, Charlotte, NC 28205. If to Customer, such notices shall be addressed to the electronic or mailing address specified when Customer opens an account with OnTech Networks, or such other address as either party may give the other by notice as provided above

MSA-16. Changes

We reserve the right to make changes to this MSA and the policies and conditions that govern the use of our Managed Services at any time. We encourage you to review this web site and these terms periodically for any updates or changes. Your continued access or use of our Managed Services shall be deemed your acceptance of these changes and the reasonableness of these standards for notice of changes.

MSA-17. Additional Terms for Microsoft Software

If Microsoft software is provided to you as part of the Managed Services, then additional restrictions may apply, including but not limited to limits on the number of authenticated users of the Microsoft Windows Server Operating Systems under Microsoft Corporation's licensing terms.