Terms of Use

End-User License Agreement (EULA)

IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE, SERVICE, GATEWAY AND SENSORS. BY ACCESSING OR USING THE SOFTWARE, SERVICE, GATEWAY AND SENSORS, YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SOFTWARE, SERVICE, OR GATEWAY AND SENSORS AND PROMPTLY RETURN THE HARDWARE IN UNUSED CONDITION FOR A REFUND IN ACCORDANCE WITH OUR RETURN POLICY.

Please visit our web site at https://portal.capti.io/terms-of-use to download and print a copy of this EULA for your files and https://portal.capti.io/privacy-policy to review the privacy policy.

Definitions
"Software" means Capti’s monitoring platform, provided as a Software as a Service (SaaS) application, software developed by Capti loaded on the Gateway and Sensors, and any associated updates, enhancements, or modifications.

“Service” refers to Capti’s monitoring services that include use of the Software, access to customer data, and support services during the subscription term.

“Gateway and Sensors” mean the hardware components purchased from Capti, which are pre-configured for use with the Software to capture and transmit data.

“User” refers to the customer organization, including its authorized employees and agents, accessing the Software and Service.

“Subscription Term” means the active term of service as determined by the User’s subscription selection, beginning from the date of activation.

Grant of License
Subject to the terms and conditions of this EULA, Capti grants the User a limited, non-exclusive, non-transferable, and revocable license to use the Software solely for the purpose of monitoring and analyzing data collected through the Gateway and Sensors. This license is valid only during the active Subscription Term.

Hardware
Gateway and Sensors: The Gateway and Sensors purchased by the User are pre-configured by Capti for compatibility with the Software and Service. The hardware is required for the Software to operate as intended.

Ownership: The Gateway and Sensors are purchased and owned by the User. However, unauthorized modifications, alterations, or repairs to the Gateway and Sensors will void the warranty and may disrupt Service functionality.

Support and Maintenance: Capti will provide support services, including configuration assistance and troubleshooting for the Gateway and Sensors, only during the active Subscription Term. Replacement of defective hardware, if required, will be governed by Capti’s Hardware Replacement Policy.

Subscription Term and Renewal
Automatic Renewal: Unless otherwise specified, the Subscription Term will automatically renew for successive periods unless either party provides notice of non-renewal at least 10 days before the end of the current term.

Termination: Without prejudice to any other rights, Capti may terminate this EULA and the Subscription Term if the User fails to comply with any terms in this EULA. The User may terminate the Subscription Term at any time by notifying Capti, effective at the end of the then-current term.

Effect of Termination: Upon termination of the Subscription Term, access to the Software will be disabled, and any data stored in Capti’s systems will be inaccessible and permanently deleted within 30 days unless otherwise required by law. The User is responsible for exporting any desired data prior to termination.

Support Services
Scope of Support: During the active Subscription Term, Capti will provide support services to assist with Software and hardware functionality. Support includes troubleshooting, configuration assistance, and guidance on using the Software.

Limitations: Support services are available only to Users with an active Subscription Term. Capti reserves the right to limit the scope of support if excessive support requests are made beyond reasonable use.

Restrictions on Use
Rental: You may not rent, lease, sublicense or lend the Software to any other individual, single entity, corporation, company, association or organization.

Limitation on Reverse Engineering, Decompilation, and Disassembly: You may not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, underlying ideas, underlying user interface techniques or algorithms of the Software by any means whatsoever, directly or indirectly, or disclose any of the foregoing, except to the extent you may be expressly permitted to decompile under applicable state and international laws, if it is essential to do so in order to achieve operability of the Software with another software program, and you have first requested Capti to provide the information necessary to achieve such operability and Capti has not made such information available. Capti reserves the right to impose restrictions and to charge a fee before providing such information. Any information supplied by Capti or obtained by you, as permitted hereunder, may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Software.

Unauthorized Modifications: You may not modify or alter the Gateway or Sensors in a manner that could impact their performance or integration with the Software.

Third Party Access: You may not allow third parties to access or use the Software or data for any unauthorized purpose.

Use by Competitors: Capti provides this Software to the market of potential customers. This market does not include those individuals, companies, or entities competing in, or contemplating competing in, the area of the information technology market served by this Software. Any use by such individuals, companies or entities competing with or contemplating competition with the Software is strictly prohibited unless authorized in advance by a written waiver singed by an officer of Capti. If there is any question, such individuals, companies and entities are advised to contact Capti to determine their status prior to installation.

Fees, Payments and Terms of Service
All fees are due immediately and are non-refundable. Any renewal of the Software is subject to our then current terms and conditions, including payment of fees at the time of renewal. Capti will provide you at least thirty (30) days notice prior to the expiration of your subscription. You are solely responsible for the credit card information you provide to Capti and must promptly inform Capti of any changes thereto (e.g., change of expiration date or account number). All payments of fees for the Software shall be made in U.S. dollars.

Open Source Software
The Software may contain or be packaged with Open Source Software. Open Source Software is comprised of a variety of individual software components, each of which has its own copyright and its own applicable license conditions. You must review the licenses within the individual packages to understand your rights under them.

Intellectual Property Rights
Capti reserves all rights not expressly granted to you in this EULA. Title and copyrights in and to the Software and any copies you are permitted to make herein are owned by Capti. You must treat the Software like any other copyrighted material (in accordance with U.S. copyright laws) and not copy, modify or alter the Software, with the exception that you make copies as necessary for proper implementation of the Software on your network and for backup purposes. Printed materials may be reproduced as required for administration of the Software. Any copies that you are permitted to make pursuant to this EULA must contain the same copyright, patent and other intellectual property markings that appear on or in the original Software. You acknowledge that Capti retains the ownership of all patents, copyrights, trade secrets, trademarks, and other intellectual property rights pertaining to the Software and that Capti's ownership rights extend to any images, photographs, animations, videos, audio, music, text and "applets" incorporated into the Software and all accompanying printed materials. Documents, files, style sheets, generated program code and schemas that are authored or created by you via your utilization of the Software, in accordance with its documentation and the term of this EULA, are your property. You may not directly or indirectly take any action adverse to Capti's intellectual property rights in the Software. You will comply with applicable laws and Capti's instructions regarding the use of the Software.

Capti's Rights
This agreement does not limit any rights that Capti may have under trade secret, copyright, patent, or other laws, nor their applicability with regard to the corporations on whose machines and networks the Software executes and any outside organization (consultant, system integrator, etc) that may set up and use the Software. The representatives of Capti are not authorized to make modifications to this agreement, or to make any additional representations, commitments, or warranties binding on the Software, other than in writing signed by an officer of Capti. Accordingly, such additional statements are not binding on the Software and you should not rely upon such statements. If any provision of this agreement is invalid or unenforceable under applicable law, then it is, to that extent, deemed omitted and the remaining provisions will continue in full force and effect. The validity and performance of this agreement shall be governed by the laws of the State of Georgia, except as to copyright and trademark matters, which are covered by federal laws. This agreement is deemed entered into at Atlanta, Georgia. You agree that any action at law or in equity arising out of or relating to these terms shall be filed only in the state or federal courts located in Cobb County, Georgia and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.

Warranty
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CAPTI DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. WE DO NOT WARRANT THAT THE SOFTWARE, SERVICE, AND GATEWAY AND SENSORS WILL MEET YOUR REQUIREMENTS, THAT YOUR ACCESS OR OPERATION OF THE SOFTWARE, SERVICE, AND GATEWAY AND SENSORS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE, SERVICE, AND GATEWAY AND SENSORS IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAPTI OR AN AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OF ANY KIND.

Indemnification
You hereby agree to indemnify, defend, and hold us and our affiliates and our officers, directors, owners, agents, information providers, affiliates, licensors, and licensees (collectively, the "Indemnified Parties") harmless from and against any and all liabilities and costs (including reasonable attorneys' fees) incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of this agreement. You shall use your best efforts to cooperate with us in the defense of any claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

Limitation Of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EVEN IF A REMEDY FAILS ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL CAPTI BE LIABLE FOR ANY SPECIAL, INCIDENTAL, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, SERVICE, AND GATEWAY AND SENSORS OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF CAPTI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, CAPTI's ENTIRE LIABILITY UNDER ANY PROVISION OF THIS EULA SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE, SERVICE, GATEWAY AND SENSORS. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to you. In such states and jurisdictions, Capti's liability shall be limited to the fees actually paid to Capti, for the Software, Service, Gateway and Sensors, hereunder during the twelve (12) months prior to the month in which such claim arose. You expressly waive your right to collect any greater amount. No action, regardless of form, arising out of the transactions under this agreement may be brought by you more than one year after the cause of action has accrued.

Use of Data
Capti will collect data transmitted from the Gateway and Sensors for display and analysis in the Software. The User retains ownership of the data generated by the Gateway and Sensors during the Subscription Term. However, Capti reserves the right to access and analyze anonymized data for product improvement and research purposes. The Terms and Conditions of the Privacy Policy are set out in full at https://portal.capti.io/privacy-policy and are incorporated by reference into this EULA. By your acceptance of the terms of this EULA or use of the Software, Service, Gateway and Sensors, you authorize the collection, use and disclosure of information collected by Capti for the purposes provided for in this EULA and/or the Privacy Policy. European users understand and consent to the processing of personal information in the United States for the purposes described herein. Capti has the right in its sole discretion to amend this provision of the EULA and/or Privacy Policy at any time. You are encouraged to review the terms of the Privacy Policy as posted on the web site.

Consent to Receive Communications
By using the Software, Service, Gateway, and Sensors, the User explicitly agrees and provides consent to receive both email and mobile text messages (SMS) related to the operation, monitoring, and alerting functionalities of the Service. These communications may include, but are not limited to:

• Service notifications and alerts regarding system status, threshold breaches, or maintenance issues.
• Administrative messages related to account status, billing, and subscription updates.
• Product updates and feature announcements relevant to the Software and Service.

Message and data rates may apply depending on the User's mobile carrier plan. The User acknowledges that they are solely responsible for any costs or fees incurred as a result of receiving such communications, including those from third-party carriers.

Responsibility for Additional Recipients
The User has the option to add additional email addresses and mobile numbers to receive notifications and alerts from the Software and Service. By adding such recipients, the User represents and warrants that:

• Authorization: The User has obtained all necessary permissions and consents from the additional recipients to receive such communications.
• Compliance: The User agrees to comply with all applicable laws and regulations regarding electronic communications, including the Telephone Consumer Protection Act (TCPA) and related privacy laws.
• Liability: The User assumes full responsibility for any legal or regulatory consequences arising from communications sent to these additional recipients, and agrees to indemnify and hold Capti harmless from any claims, damages, or liabilities resulting from such communications. The User is solely responsible for managing these recipients and any associated costs or fees incurred, including but not limited to mobile data charges or messaging fees that may apply to the additional recipients.

Opt-Out Option
Recipients, including the User and any additional Recipients added by the User, can opt-out of receiving mobile text messages by replying “STOP” to any message. Email recipients may unsubscribe by following the opt-out instructions included in the email communications. Opting out of communications may limit the functionality of the Software and Service, particularly in scenarios involving critical system alerts.

Piracy of Software
When you purchase software from Capti, you do not become the owner of the copyright. You are purchasing the right to use the Software and agreeing to all Terms and Conditions outlined in this EULA. Piracy of software is against the law and punishable by the state or country in which you conduct business, and may be held liable under both civil and criminal law. The Software is protected by U.S. copyright laws, U.S. code Title 17 and 18. Capti reserves the right to prosecute to the fullest extent any person, company, corporation, or entity that violates piracy software laws.

Export Notice
You acknowledge and agree that the Software may be subject to export restrictions and controls. You agree and certify that you will not acquire, ship, transfer, export, or re-export, either directly or indirectly, the Software into any country prohibited by export restrictions and controls of the United States. You bear all responsibility for export law compliance and will indemnify Capti against all claims based on your exporting of the Software.

Restricted Rights Notice
The Software was developed entirely at private expense and is commercial computer software provided with Restricted Rights.

This EULA contains the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes all prior written and oral understandings of the parties with respect to the subject matter hereof. Any notice or other communication given under this EULA shall be in writing and shall have been properly given by either of us to the other if sent by certified or registered mail, return receipt requested, or by overnight courier to the address shown on Capti's web site for the Software and the address shown in Capti's records for you, or such other address as the parties may designate by notice given in the manner set forth above. This EULA will bind the benefit of the parties and our respective heirs, personal and legal representatives, affiliates, successors andpermitted assigns. The failure of either of us at any time to require performance of any provision hereof shall in no manner affect such party's right at a later time to enforce the same or any other term of this EULA. This EULA may be amended only by a document in writing signed by both of us. In the event of a breach or threatened breach of this EULA by either party, the other shall have all applicable equitable as well as legal remedies. Each party is duly authorized and empowered to enter into and perform this EULA. If, for any reason, any provision of this EULA is held invalid or otherwise unenforceable, such invalidity or unenforceability shall not affect the remainder of this EULA, and this EULA shall continue in full force and effect to the fullest extent allowed by law. The parties knowingly and expressly consent to the foregoing Terms and Conditions. Capti reserves the right to update this EULA at any time. Users will be notified of significant changes, and continued use of the Software and Services will constitute acceptance of any updated terms.

This agreement is governed by the laws of the State of Georgia. Any capitalized term not herein defined shall have the meaning customarily given such term in the computer software industry.

Last updated: 02-02-2025
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