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Terms and Conditions

1. DEFINITIONS

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The following definitions apply in this Agreement:

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"Company" means Komodo Systems, Inc., a Utah corporation, with its principal place of business at

155 N 400 W, Suite 500, Salt Lake City, Utah 84103.

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"Licensee" means the single end-user organization accepting these Terms and Conditions.

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"Program" or "Komodo Eye Software" means the proprietary software developed by Komodo Systems, Inc., whether preinstalled on Komodo-provided hardware or installed by Komodo on Licensee-owned hardware, in object code form, including all updates, enhancements, and modifications provided by Komodo.

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"Hardware" means the physical equipment or server provided by Komodo as part of the Komodo Eye system.

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"End-User Materials" means documentation describing the function and use of the Program.

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"Affiliate" means any entity controlled by, controlling, or under common control with Licensee.

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"Partner" means an authorized third party that facilitates centralized billing, installation, or configuration of the Program, acting as an independent contractor and not an agent of Komodo.

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2. GRANT OF LICENSE

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Komodo Systems grants Licensee a non-exclusive, non-transferable, revocable license to install and use the Program on the basis as defined in the sales agreement, solely for Licensee's internal business purposes. Unless expressly authorized in writing, Licensee may not provide services to third parties using the Program.

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This license includes the right to operate the Program on the Hardware supplied by Komodo or, if agreed in writing, on Licensee’s own compatible hardware.

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3. SUBSCRIPTION TERM AND RENEWAL

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This Agreement operates on a subscription basis. The initial term begins upon delivery of the Program and continues for the subscription period specified in the purchase documentation. The subscription automatically renews for successive periods unless either party provides written notice of non-renewal at least sixty (60) days prior to the renewal date.

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Komodo reserves the right to modify subscription pricing with at least sixty (60) days’ advance notice prior to renewal.

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4. FEES AND PAYMENT

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Licensee agrees to pay all fees as specified in Komodo’s invoice or applicable order form. Payments are due in full within thirty (30) days of the invoice date.

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Late payments may accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is less.

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All fees are exclusive of applicable taxes, duties, or levies, which are the responsibility of Licensee.

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5. INSTALLATION AND ACCEPTANCE

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Komodo will install and configure the Program in accordance with mutually agreed implementation plans. Installation is deemed complete when the Program is successfully installed on the designated system and verified by Licensee. Completion of installation constitutes acceptance of the Program.

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6. PARTNER RELATIONSHIPS

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If a Partner is involved in providing billing, installation, or integration services related to the Program, such Partner acts solely as an independent contractor. Komodo is not responsible for any acts, omissions, or representations made by Partners.

Licensee acknowledges that Komodo’s obligations under this Agreement apply only to Komodo’s direct deliverables and not to Partner-provided services.

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7. MAINTENANCE AND SUPPORT

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Ongoing software maintenance, technical support, and updates are available under a separate Software Maintenance Agreement. Unless such an agreement is executed, Komodo has no obligation to provide maintenance or support beyond the initial installation.

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8. LICENSEE RESPONSIBILITIES

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Licensee shall:

- Ensure that the Program and Hardware are operated in suitable environmental and network conditions.

- Limit access to authorized personnel and safeguard Komodo’s proprietary rights.

- Maintain appropriate backup systems and disaster recovery processes.

- Comply with all applicable laws regarding use of the Program.

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9. PROPRIETARY RIGHTS

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All right, title, and interest in and to the Program, Hardware, and End-User Materials remain exclusively with Komodo Systems, Inc. Licensee acquires only the limited rights expressly granted under this Agreement.

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Licensee may not reverse engineer, decompile, disassemble, modify, or create derivative works of the Program without Komodo’s written consent.

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10. LIMITATIONS ON USE

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Licensee may not:

- Copy, distribute, or sublicense the Program except as expressly permitted;

- Remove or alter any proprietary notices;

- Transfer or assign this license without Komodo’s written consent;

- Use the Program for timesharing, service bureau, or third-party processing purposes.

Komodo reserves the right to audit Licensee’s use of the Program to ensure compliance.

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11. LIMITED WARRANTY

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Komodo warrants that the Program, when properly installed and operated on compatible equipment, will perform substantially in accordance with the accompanying End-User Materials for a period of ninety (90) days after installation.

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If the Program fails to conform to this warranty, Komodo will, at its option, repair, replace, or refund the license fee for the affected Program. This warranty does not cover defects caused by misuse, modification, or unauthorized repair.

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EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE PROGRAM AND HARDWARE ARE PROVIDED “AS IS.” KOMODO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

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12. LIMITATION OF LIABILITY

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In no event shall Komodo be liable for any indirect, incidental, consequential, or special damages, including loss of data, business, or profits, arising out of or in connection with the use or inability to use the Program or Hardware.

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Komodo’s total cumulative liability under this Agreement shall not exceed the total fees paid by Licensee to Komodo under this Agreement in the twelve (12) months preceding the claim.

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13. INDEMNIFICATION

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Licensee shall indemnify, defend, and hold harmless Komodo Systems, its affiliates, and their officers, directors, and employees from and against all claims, damages, losses, and expenses arising out of or related to Licensee’s or Partner’s (if applicable) use or misuse of the Program or breach of this Agreement.

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14. TERMINATION

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Komodo may terminate this Agreement upon written notice if Licensee fails to pay fees when due or materially breaches any provision of this Agreement and does not cure such breach within thirty (30) days after notice.

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Upon termination, Licensee shall immediately discontinue use of the Program, return or destroy all copies, and certify compliance in writing.

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Sections concerning intellectual property, limitations of liability, indemnification, confidentiality, and governing law shall survive termination.

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15. PRIVACY POLICY

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Licensee acknowledges that use of the Program is subject to Komodo’s Privacy Policy, available at www.komodosystems.com/privacy-policy, as updated from time to time.

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16. FORCE MAJEURE

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Komodo shall not be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, strikes, labor disputes, supply shortages, war, terrorism, or governmental action.

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17. GOVERNING LAW AND ARBITRATION
 

This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to conflict of laws principles.

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Any dispute arising under or related to this Agreement shall be resolved by binding arbitration conducted in Salt Lake City, Utah, under the rules of the American Arbitration Association. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

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18. ELECTRONIC ACCEPTANCE

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By installing, accessing, or using the Program, Licensee acknowledges acceptance of these Terms and Conditions. Electronic acceptance or click-through acknowledgment shall constitute a binding agreement between Licensee and Komodo Systems.

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19. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties regarding the Program and supersedes all prior or contemporaneous agreements, proposals, or communications. Any modification must be in writing and signed by authorized representatives of both parties.

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Komodo Systems, Inc.

155 N 400 W, Suite 500

Salt Lake City, Utah 84103

www.komodosystems.com

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