End User License Agreement (EULA)

Last Updated: March 19, 2026

1. Scope and Order of Precedence

This Agreement applies to all IncoreSoft software products, including updates, supplements, and any associated documentation. Commercial terms (pricing, payment, delivery) are specified in separate purchase orders, subscription agreements, or partner agreements ("Order").

In case of conflict between this Agreement and an Order, the Order prevails for commercial terms; this Agreement prevails for all other terms. Channel partners and resellers distributing IncoreSoft Products remain subject to this Agreement.

2. Definitions

• Authorized Users — employees, contractors, and agents authorized by Customer to use the Products under Customer's account and within the scope of the license granted.
• End User — any individual who accesses or uses the Products under Customer's account.
• Customer Data — any data, content, or information submitted to, processed by, or generated through the Products by Customer or its End Users, including but not limited to video data and analytics metadata.
• Documentation — user manuals, technical specifications, release notes, and other written materials provided with the Products.
• Affiliate — any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
• License Key — the activation code or credentials provided by IncoreSoft to enable use of the Products.

3. License Grant

Subject to the terms of this Agreement and payment of applicable fees, IncoreSoft grants you a revocable, limited, non-exclusive, non-transferable, non-sublicensable license to install and use the Products solely for your internal business purposes, in accordance with the specifications set forth in the applicable Order and Documentation.

The Products are licensed, not sold. IncoreSoft retains all right, title, and interest in and to the Products, including all intellectual property rights therein.

4. License Restrictions

You shall not, and shall not permit any third party to:

• Copy, modify, adapt, translate, or create derivative works of the Products
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Products, except to the extent expressly permitted by applicable law
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Products
• Disable, circumvent, or interfere with any security, licensing, or access control mechanisms in the Products
• Sublicense, rent, lease, lend, sell, distribute, or otherwise transfer the Products or any rights therein to any third party
• Use the Products for any unlawful purpose or in violation of any applicable laws or regulations
• Use the Products to develop competing products or services
• Interfere with, disrupt, or attempt to gain unauthorized access to any systems, networks, or data connected to the Products
• Use the Products beyond the scope of the license granted (e.g., exceeding the licensed number of cameras, servers, or channels)

5. Channel Partners and Resellers

Unless explicitly authorized in writing by IncoreSoft, channel partners and resellers may not:

• Resell, redistribute, or sublicense the Products outside of authorized territories
• Provide managed services, hosting, or SaaS offerings using the Products without a separate agreement
• Modify, rebrand, or white-label the Products without prior written consent

Authorized partners must comply with all territorial restrictions, compliance obligations, and brand usage guidelines specified in their partner agreement with IncoreSoft.

6. Activation, Term, and Updates

6.1 Activation

Products may require activation using a License Key. You agree to provide accurate information during the activation process.

6.2 Term

• Perpetual Licenses — remain valid indefinitely, subject to compliance with this Agreement.
• Subscription Licenses — are valid for the term specified in the applicable Order. Upon expiration, the license automatically terminates unless renewed.
• Trial and Evaluation Licenses — are provided for a limited evaluation period as specified. Upon expiration, you must cease use and uninstall the Products.

6.3 Updates

IncoreSoft may, at its sole discretion, provide updates, patches, or new versions of the Products. Updates may be subject to additional or modified terms. IncoreSoft is under no obligation to provide updates or continued support for any particular version.

7. Installation Limits and Backup

Installation is limited to the number and type of devices specified in the applicable Order or License Key. You may make a reasonable number of backup copies of the Products solely for archival purposes, provided such copies include all proprietary notices.

8. Customer Responsibilities

8.1 General

You are responsible for:

• All use of the Products under your account, whether authorized or unauthorized
• Ensuring that all Authorized Users and End Users comply with this Agreement
• Providing and maintaining adequate hardware, software, and network infrastructure to support the Products

8.2 Legal Compliance

You are solely responsible for ensuring that your use of the Products complies with all applicable laws and regulations, including but not limited to:

• Data protection and privacy laws (GDPR, CCPA, and local equivalents)
• Video surveillance and CCTV regulations
• Biometric data processing laws (where applicable)
• Facial recognition and AI/analytics regulations
• Export control and trade sanctions laws

8.3 AI and Analytics

IncoreSoft's AI-powered analytics products are designed to assist human decision-making. You acknowledge and agree that:

• AI analytics results may contain inaccuracies and should be validated by qualified personnel before being used as the basis for any action or decision
• You are responsible for conducting Data Protection Impact Assessments (DPIAs) where required by law
• You must obtain all necessary notices, consents, and authorizations from individuals whose data is processed through the Products
• IncoreSoft is not liable for any decisions, actions, or consequences based on AI analytics output

9. Data Processing and Privacy

9.1 Customer Data

When processing Customer Data through the Products, IncoreSoft acts as a Data Processor on behalf of the Customer (Data Controller). IncoreSoft processes Customer Data strictly in accordance with this Agreement, applicable Orders, and the Customer's documented instructions.

9.2 Customer Obligations

You are responsible for:

• Obtaining all required notices, consents, and legal authorizations from data subjects
• Ensuring that Customer Data is collected and processed lawfully
• Conducting Data Protection Impact Assessments (DPIAs) where required

9.3 Telemetry and Product Improvement

The Products may collect aggregated, de-identified usage data and telemetry for the purpose of product improvement, bug fixes, and performance optimization. This data does not identify individual users or contain Customer Data. You may disable telemetry collection through the Products' settings where available.

9.4 Privacy Policy

Processing of personal data is further governed by our Privacy Policy available at incoresoft.com/privacy-policy.

10. Geographic and Export Restrictions

You must comply with all applicable export control laws, trade sanctions, and import regulations. You may not export, re-export, or transfer the Products to:

• Any country subject to comprehensive trade sanctions
• Any person or entity on applicable restricted party lists
• Any end use prohibited by applicable law

Territorial limitations specified in Orders are part of the license scope and must be respected.

11. Security

You shall safeguard the Products, License Keys, and all access credentials using commercially reasonable security measures, including but not limited to:

• Maintaining strong, unique passwords and implementing multi-factor authentication
• Restricting access to the Products to Authorized Users only
• Keeping the Products and underlying systems updated with the latest security patches
• Promptly reporting any security incidents, unauthorized access, or suspected compromise to security@incoresoft.com

12. Audit Rights

IncoreSoft may audit your compliance with this Agreement upon reasonable notice (at least ten business days) during normal business hours. You agree to:

• Cooperate with such audits and provide reasonable access to relevant records and systems
• Implement and maintain a clear electronic acceptance process for End Users
• Maintain accurate records of Product installations, users, and license usage

If an audit reveals non-compliance, you shall promptly remedy the non-compliance and reimburse IncoreSoft for reasonable audit costs. Audits shall not occur more than once per twelve-month period unless a prior audit revealed material non-compliance.

13. Indemnification by Customer

You agree to indemnify, defend, and hold harmless IncoreSoft and its officers, directors, employees, agents, affiliates, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Your use of the Products in violation of this Agreement or applicable law
• Customer Data or any data processed through the Products under your control
• Your failure to obtain required consents, authorizations, or legal approvals
• Third-party claims arising from your integration of the Products with third-party systems
• Your failure to implement security updates or patches provided by IncoreSoft
• Improper configuration or deployment of the Products by you or your agents

14. Limited Warranty

14.1 Trial and Free Products

Trial, evaluation, beta, and free Products are provided "AS IS" and "AS AVAILABLE" without warranties of any kind.

14.2 Paid Products

For paid Products, IncoreSoft warrants that the Products will perform substantially in accordance with the Documentation for a period of one (1) year from the date of delivery ("Warranty Period"). This warranty does not apply if the Products have been modified, misused, or used in a manner inconsistent with the Documentation.

14.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, INCORESOFT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. INCORESOFT DOES NOT WARRANT THAT THE PRODUCTS WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ALL DEFECTS WILL BE CORRECTED.

15. Limited Remedy

If the Products fail to conform to the warranty in Section 14.2, your exclusive remedy and IncoreSoft's sole obligation shall be, at IncoreSoft's option:

• Repair or replacement of the non-conforming Product, or
• A prorated refund of the license fees paid for the non-conforming Product

This remedy is available only if you notify IncoreSoft of the non-conformance in writing within the Warranty Period and provide sufficient information to reproduce the issue.

16. Limitation of Liability

16.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INCORESOFT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, GOODWILL, OR USE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF INCORESOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.2 Cap on Liability

INCORESOFT'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO INCORESOFT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

16.3 Essential Purpose

THE LIMITATIONS IN THIS SECTION SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

17. Term and Termination

17.1 Term

This Agreement is effective from the date you first install or use the Products and continues for the duration of the applicable license term.

17.2 Termination for Breach

IncoreSoft may terminate this Agreement immediately upon written notice if you materially breach any term and fail to cure such breach within thirty (30) days after receiving written notice.

17.3 Termination for Security Concerns

IncoreSoft may suspend or terminate your access to the Products immediately, without prior notice, if we reasonably determine that continued use poses a security risk to IncoreSoft, its customers, or third parties.

17.4 Effect of Termination

• All license rights granted herein shall immediately cease
• You must cease all use of the Products and uninstall or destroy all copies
• You must promptly return or destroy all Documentation and proprietary materials
• Sections 2, 4, 13, 14.3, 16, and 18 shall survive termination

18. General Provisions

18.1 Severability

If any provision of this Agreement is held to be unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

18.2 Amendments

IncoreSoft may modify this Agreement by providing at least thirty (30) days' notice for material changes. Notice may be provided via email, through the Products, or on our website. Continued use of the Products after the effective date of the modification constitutes acceptance of the updated terms.

18.3 Assignment

You may not assign or transfer this Agreement or any rights hereunder without IncoreSoft's prior written consent. IncoreSoft may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

18.4 Entire Agreement

This Agreement, together with any applicable Orders and the Privacy Policy, constitutes the entire agreement between you and IncoreSoft regarding the Products and supersedes all prior or contemporaneous agreements, communications, and proposals.

18.5 No Waiver

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

18.6 Relationship of Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

18.7 Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to natural disasters, war, terrorism, government actions, pandemic, power failures, or Internet disruptions.

18.8 Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of Ukraine. Any disputes arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts located in Vinnytsia, Ukraine.

19. Contact Information

Email:info@incoresoft.com
Support:incoresoft.com/contacts
Security:security@incoresoft.com