Software – Terms & Conditions
Last Updated: 3/24/2025
- Definitions
1.1. "Company" means APCO, Inc., together with any successors or assigns, and its officers, directors, employees, contractors, affiliates, and subsidiaries.
1.2. "Software" refers to the software module (including all associated documentation, updates, and related materials) known as APCO Alarm Analysis, owned or controlled by Company.
1.3. "Customer" means the individual or entity purchasing a license to or otherwise accessing the Software under these T&Cs.
1.4. "Demo" or "Evaluation Version" refers to any time-limited, feature-limited, or other non-production version of the Software made available by Company for testing or trial purposes.
1.5. "Agreement" or "T&Cs" refers to these Terms & Conditions, including any quotes, invoices, or attachments referencing them. - Scope & Acceptance
2.1. These T&Cs govern all use of the Software, whether under a paid license or a Demo/Evaluation Version.
2.2. By signing a quote or invoice referencing these T&Cs, downloading or installing the Software, or otherwise using the Software, Customer agrees to be bound by these T&Cs.
2.3. If Customer is using the Demo/Evaluation Version of the Software, Section 4 (Demo or Evaluation License Terms) also applies. - License Grant & Restrictions
3.1. Paid License Grant. Subject to payment of applicable fees, Company grants to Customer a non-exclusive, non-transferable, revocable license to install and use the Software solely for Customer’s internal business operations in conjunction with the Ignition SCADA platform or other specified platforms.
3.2. Prohibited Actions. Except as expressly permitted under these T&Cs, Customer shall not:
(i) copy, modify, or create derivative works of the Software;
(ii) decompile, reverse engineer, or otherwise attempt to derive source code from the Software;
(iii) sublicense, rent, lease, lend, or otherwise distribute the Software; or
(iv) use the Software for any unlawful or unauthorized purpose.
3.3. Ownership. All right, title, and interest (including intellectual property rights) in and to the Software remain with Company. No rights are granted to Customer other than those expressly set forth in these T&Cs. - Demo or Evaluation License Terms
4.1. Evaluation License Grant. If Customer is accessing the Demo/Evaluation Version, Company grants a limited, non-exclusive, non-transferable, revocable license to install and use the Software solely for internal evaluation (including possible production testing if so desired by Customer, at Customer’s own risk), subject to any technical or time-based restrictions imposed by the Demo/Evaluation Version.
4.2. Time Limitation. The Demo/Evaluation Version may cease to function or automatically terminate after a designated period (e.g., 2 hours), unless extended in writing by Company. Customer shall not circumvent or attempt to circumvent any technical limitations.
4.3. Production Use for Evaluation Purposes.
- (a) No Guarantee or Warranty. Company does not recommend using the Demo/Evaluation Version in a live or production environment. If Customer chooses to do so, Company makes no warranties regarding fitness, uptime, or reliability for such usage.
- (b) Assumption of Risk. If Customer does use the Demo/Evaluation Version in production, Customer does so at its own risk and agrees that Company shall have no liability for any losses or damages arising from such use.
- (c) No Production Support. Company provides no production-level support for the Demo/Evaluation Version.
4.4. Disclaimer. The Demo/Evaluation Version is provided “AS IS” with no warranty or support obligation, and Company expressly disclaims liability for any losses or damages arising from its use (whether in test or production).
4.5. Termination. The Demo/Evaluation license automatically terminates at the end of the evaluation period or upon any breach of these T&Cs. Upon termination, Customer shall immediately delete or destroy all copies of the Demo/Evaluation Version.
- Fees & Payment
5.1. Fees for the paid license to the Software are set forth in the applicable quote or invoice. Payment terms are net 30 days from the date of invoice unless otherwise agreed in writing.
5.2. All fees are exclusive of any taxes or duties, which are the responsibility of Customer unless otherwise required by law. - Delivery & Installation
6.1. Company will make the Software available for download or deliver it through another agreed-upon method.
6.2. Customer is responsible for the proper installation, configuration, and integration of the Software. Any implementation or support services may be subject to separate fees or agreements. - Warranty Disclaimer
7.1. Paid License (Non-Demo Version). EXCEPT AS EXPRESSLY STATED IN A SEPARATE WRITTEN AGREEMENT, THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
7.2. Demo/Evaluation Version. THE DEMO/EVALUATION VERSION IS PROVIDED ENTIRELY “AS IS,” WITH NO WARRANTIES OF ANY KIND AND NO SUPPORT OR SERVICE LEVEL COMMITMENTS.
7.3. No Guarantee of Uninterrupted Use. Company does not warrant that the Software will be uninterrupted, error-free, or secure, or that any defects can or will be corrected. - Limitation of Liability
8.1. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, OR OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY’S TOTAL LIABILITY FOR ANY CLAIMS UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM (OR, FOR A DEMO/EVALUATION VERSION, ZERO DOLLARS). - Indemnification
9.1. Customer shall indemnify, defend, and hold harmless Company, its officers, directors, employees, and affiliates from any losses, damages, liabilities, or expenses (including reasonable attorneys’ fees) arising out of or related to Customer’s use or misuse of the Software or breach of these T&Cs. - Intellectual Property Rights
10.1. Except for the limited license explicitly granted here, Company retains all rights, title, and interest in and to the Software, including any updates, modifications, or enhancements.
10.2. Customer shall not remove, alter, or obscure any proprietary notices or labels on the Software. - Confidentiality
11.1. Each party shall maintain the confidentiality of any non-public, proprietary, or confidential information disclosed by the other party in connection with this Agreement. Such Confidential Information shall not be disclosed to any third party without the disclosing party’s written consent, except as required by law. - Term & Termination
12.1. Paid License. This Agreement commences upon the earlier of (a) the date Customer first purchases the Software or (b) installation and use of the Software, and continues until terminated as provided herein.
12.2. Demo/Evaluation. The Demo/Evaluation license automatically terminates upon the end of the evaluation period or earlier written notice from Company.
12.3. Termination for Breach. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation under these T&Cs and fails to cure such breach within [30] days.
12.4. Effect of Termination. Upon termination, Customer shall promptly cease all use of the Software and destroy or return all copies in its possession. - Export Controls & Compliance
13.1. Customer agrees to comply with all applicable export and import laws, including U.S. export control laws, and will not export or re-export the Software to any prohibited country or individual. - Force Majeure
14.1. Neither party shall be liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, war, terrorism, labor disputes, or governmental actions. - Governing Law & Dispute Resolution
15.1. This Agreement shall be governed by and construed in accordance with the laws of the state of Utah, without regard to conflict of law principles.
15.2. Any dispute arising out of or related to this Agreement shall be resolved exclusively in the courts of the state of Utah, and the parties consent to the jurisdiction of such courts. - Entire Agreement
16.1. These T&Cs (together with any purchase order, invoice, or quote referencing them) constitute the entire agreement between the parties regarding the Software and supersede all prior or contemporaneous agreements or understandings.
16.2. No amendment or modification shall be binding unless in writing and signed by both parties. - Assignment; Successors & Assigns
17.1. Company may assign its rights and obligations under this Agreement, in whole or in part, to any party at any time without notice.
17.2. Customer may not assign this Agreement or any rights granted hereunder, in whole or in part, without Company’s prior written consent.
17.3. These T&Cs shall be binding upon and inure to the benefit of the parties’ permitted successors and assigns. - Severability
18.1. If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remainder of this Agreement shall remain in effect. - Notices
19.1. Any notices required under these T&Cs must be in writing and shall be deemed given: (a) when delivered in person, (b) when sent by recognized overnight courier, or (c) upon confirmed electronic transmission. - No Third-Party Beneficiaries
20.1. This Agreement is intended solely for the benefit of the parties and does not confer rights on any third party.
APCO, Inc.
710 S Redwood Road
North Salt Lake, UT 84054
801-519-9500
