SimplyCore LLC - USB Redirector Technician Edition
End User License Agreement

PLEASE CAREFULLY READ THE FOLLOWING LEGAL AGREEMENT. 

THIS  EULA  IS  A  STANDARD  FORM  LEGALLY  BINDING  AGREEMENT  BETWEEN THE
INDIVIDUAL  CONSUMER  OR BUSINESS ENTITY THAT WILL USE THE SOFTWARE AND THE
LICENSOR. THE EULA GOVERNS THE TERMS UNDER WHICH YOU MAY OBTAIN AND USE THE
SOFTWARE.  YOU  ACCEPT  THE  TERMS  OF  THIS  EULA  BY  MAKING  A PURCHASE,
BY DOWNLOADING, INSTALLING, ACCESSING, OR USING THE SOFTWARE.

Under  the  EULA,  intellectual  property  rights  in  the Software are not
transferred to your ownership.

If  you would like to use the Software in a manner not covered by the EULA,
you  must  obtain  the  prior written permission of the Licensor, which may
provide additional terms and/or charges.

If  you  do  not  agree  to  this  Agreement,  you should (a) not download,
install,  access  or use the Software; and (b) promptly return the Software
and  proof  of  entitlement  to  the  Licensor  from  whom you acquired the
Software.

This  EULA  applies  to  the use of any Software License types described in
clause  2.4. of the EULA irrespective of whether they were published before
the  effective  date  of  the  EULA  or  later; irrespective of whether you
obtained  the  Software  with  or  without  making payments for the license
according to the terms of Section 3 of the EULA.


1. DEFINITIONS

EULA means this End User License Agreement;

SimplyCore   LLC  or  Licensor  means  a  legal  entity  registered  in
accordance with the legislation of Ukraine. SimplyCore LLC is the copyright
owner of the USB Redirector Technician Edition.

USB  Redirector  Technician  Edition or Software means software product
described  at  https://www.incentivespro.com/usb-redirector-technician.html
that  allows redirecting over the Internet USB devices from a customer to a
technician  for  maintenance  service, such as flashing, re-programming, or
other types of service using cloud technology.

The Software consists of two parts:
  1) USB Redirector Technician Edition which is the software installed on 
     the technician's computer.
  2) Customer Module which runs on the customers computer without 
     installation.

The  Software  is  not  directly intended for the use of children (under 18
years old).

Website  means  the  website  https://www.incentivespro.com  and  all its
web-pages, which is owned by the Licensor.

Technician,  you  means  an individual consumer or any legal entity (or
its  representative)  who  obtained  the Software and on whose behalf it is
used.

Customer  means your customer or another person to whom you send Customer
Module  in  order  to  redirect  their  USB devices to you and provide with
remote servicing.

Parties means you and the Licensor collectively.


2. GRANT OF LICENSE AND RESTRICTIONS OF USE

2.1.   The   Licensor   grants   you   a  non-exclusive  limited  revocable
non-transferable  license (hereinafter  the license) to use the Software
in a specific manner provided that you comply with the terms of the EULA.

2.2.  The  license  becomes effective when you obtain the Software from the
Website or other sources.

2.3.  Subject  to  your continuous compliance with this EULA and payment of
the  applicable  license fees, the Licensor grants you a license to install
and  use  the  Software: (a) worldwide, (b) during the term of such license
(License  Term),  (c)  within  the  scope  of the License Type and on the
permitted  number  of  your  computers as specified in clause 2.4.3 of this
EULA,  and  (d)  in  a  manner  consistent with the terms of this EULA. The
License  Term is defined at the time of purchase and usually depends on the
License  Type. Upon the expiration or termination of the License Term, some
or  all  of  the  Software  may cease to operate without prior notice. Upon
expiration or termination of the License Term, you may not use the Software
unless you have renewed the license.

2.4. License Types.

2.4.1.  Evaluation License. This License is provided free of charge for the
period  of 15 days (the License Term) as soon as you install each new minor
or major version of the Software for the first time. The license applies to
the  use  of  the  Software  on  unlimited  number of computers within your
ownership  for  evaluation and testing purposes only, to decide whether the
Software  would  function  in  a  way  applicable  and  appropriate for the
purposes  for  which  you  intend   it  to  use  before  making a purchase.
Evaluation License shall allow a limited number of customer connections per
day.

2.4.2.  Extended Evaluation License. The Evaluation License may be extended
to  longer  term  upon your request if you require more time for evaluation
and  testing  (Extended  Evaluation  License).  The Licensor reserves the
right,  at  its  absolute discretion, to determine your eligibility for the
Extended Evaluation License and to withdraw the Extended Evaluation License
at  any  time without prior notice and with no liability. In order to apply
for  the Extended Evaluation License you should provide SimplyCore LLC with
your first and last name, company name, and email.

2.4.2.  Standard License. This License is available on a subscription basis
and  remains  valid for as long as your subscription is active (the License
Term).  If  you  obtain  the Standard License as an individual, the license
applies  to  the  use  of  the  Software  on  three  (3)  computers in your
ownership.  If  you  obtain  the Standard License as an entity, the license
applies  to  the  use  of the Software on all computers owned by the entity
within one site (office, building, geographic location, etc.).

2.4.3. Enterprise License. This License may be granted only to an entity on
a  subscription  basis and remains valid for as long as the subscription is
active  (the  License Term). The License applies to the use of the Software
on  an unlimited number of computers owned by the entity within all offices
worldwide.

2.5.  Irrespective  of  the License Type, the Customer Module can be freely
redistributed  without  restrictions  via download, email, or through other
means  (subject  to  a  person  sharing  the  Customer  Module  having  the
respective license in force).

2.6. Each License allows for a certain number of Customer connections to be
carried  out  simultaneously.  Each  connection  can  redirect  up to 3 USB
devices simultaneously.

2.7. The license granted under the EULA shall apply to any action performed
by  you  in  the course of exploitation of the Softwares functionality and
for  the  purposes for which the Software was developed, including loading,
display,  installing,  running,  transfer,  or storing (saving) in computer
memory of your device(s).

2.8.  The  license  shall  not  repeal  or  amend  any statutory provisions
granting the rights of fair use of the computer software.

2.9.  Whether  or  not  your  actual  use  of  the Software conforms to the
requirements  of  the  EULA  shall  at any time be determined solely by the
Licensor. In order to do this, the Licensor shall have the right to request
from  you  relevant information, reports, documentation, and other evidence
during  normal  working  hours. You are obliged to respond to such requests
within 7 calendar days following the date of its receipt.


3. PRICE AND PAYMENTS 

3.1. You obtain the appropriate License Type under the terms of the EULA if
you  successfully  make payments for the purchase of the Software under the
terms  of  chosen  pricing  model.  The  Licensor  authorizes  an  external
(third-party)  reseller  to  charge  you  for using the Software as allowed
hereunder.

3.2.  The  price  for  purchasing  the  Software and pricing models for the
License Type and term of the subscription (License Term) are set out on the
Website  where the Software is available for purchase and/or download. Such
terms  are  considered  an  integral part of this EULA and could be updated
from time to time. Please, check the respective page to clarify the current
pricing models available.

3.3.  To  purchase  the  software,  the  Website  would  direct  you to the
authorized   third-party  reseller  website.  Please,  pay  attention  that
third-party resellers always have their own Terms of Use and Privacy Policy
which  govern the relationships with you. We strongly encourage you to read
the  respective  documents  carefully as they may influence your rights and
obligations.  To  place  an order, you need to indicate your name, country,
city,  postcode, company name, company address, billing address, and credit
card  or  other  payment  information.  Please be aware that Simplycore LLC
never  collects the payment information about your credit cards. It is also
the  obligation  of  the third-party reseller to send you a payment receipt
and the license key by email.

3.4.  After  making  the  payment,  you  will receive a confirmation of the
purchase  of  the  License  and  license key to the email specified by you.
Please  be  aware  that  the third-party reseller may delay the delivery in
case if the payment requires additional verification.

3.5.  You cannot change the License Type and/or License Term after payment.
But  you  can  make  an  upgrade  by  increasing  the  number  of  customer
connections in the License. In order to do so, please send a request to the
email:  sales@incentivespro.com  indicating  the Software order number. The
upgrade  is done by purchasing a new license with more customer connections
at  a  reduced  price  for  the  amount  that has already been paid for the
previously  purchased  license  in  proportion  to  the  unused period. The
previous license is terminated from the date of payment for the upgrade.

3.6.  The Licensor may offer the use of the Software for a specified period
without  payment  or  at  a reduced rate (Specific License). The Licensor
reserves   the  right,  at  its  absolute  discretion,  to  determine  your
eligibility  for  a  Specific  License  and, subject to applicable laws, to
withdraw  or  to  modify the conditions of the Specific License at any time
without  prior  notice  and  with  no  liability. In order to apply for the
Specific License you should provide SimplyCore LLC with your first and last
name, company name, and email.


4. OBLIGATIONS AND LIABILITY

4.1.  The  Parties  shall  have full power and authority to agree to and be
bound by this EULA.

4.2. The Licensor warrants that as of the date of execution of the EULA: 

4.2.1. it is the sole owner of all proprietary intellectual property rights
on the Software;

4.2.2.  no  third  parties  are  granted such licenses (permits) to use the
Software that would make it impossible for you to fully exercise the rights
granted to you under the EULA;

4.2.3.  proprietary  intellectual  property  rights on the Software are not
fully  or  partially  a  subject of a pledge, litigation, or third parties
claims;

4.2.4.  granting  a  license  under the EULA does not violate the rights of
third parties.

4.3.  You  shall  not  copy, modify, distribute, publish, reverse-engineer,
decompile,  disassemble  the  Software  in  whole or in part, or create any
derivative  works  from  the  Software,  as  well  as  rent,  lease,  sell,
sublicense,  assign,  or  transfer  its  rights on the Software (including,
Customer  Module),  or  authorize  any portion of the Software to be copied
onto  another  individual  or  legal  entitys computer except as expressly
permitted by law or in this EULA. You shall not use the Software to create,
deliver   training   on,  improve  (directly  or  indirectly)  or  offer  a
substantially similar product or service as the Software. You shall not use
the  Software  for any activities which are illegal, harmful, or could lead
to any kind of damage to any third parties or the Licensor, or which breach
their rights.

4.4.  All  rights in the Software not expressly granted under this EULA are
reserved to the Licensor. You may not sell, provide sub-licenses, transfer,
or  dispose of rights received hereunder to third parties without the prior
written  consent  of  the Licensor or unless otherwise is indicated in this
EULA. You also shall not:

4.4.1.  upload  any viruses or malicious code or do anything else that will
negatively  affect the Software, impair its functionality or compromise the
data of the Licensor or third parties;

4.4.2.  attempt to, or assist, authorize or encourage others to circumvent,
disable  or defeat any of the security features or components that protect,
obfuscate or otherwise restrict access to the Software.

4.4.3. use the Software in any unlawful manner, in particular, by violating
the rights of the others;

4.4.4. perform acts aimed at a breach of normal functioning of the Software
or  leading  to  the  violation  of  applicable  laws, or perform any other
illegal acts;

4.4.5. facilitate or support any of the actions described above;

4.4.6. share, distribute, rent, lease, sell or otherwise make available the
license  key,  which  is and shall remain in the exclusive ownership of the
Licensor,  and which you could use only in accordance with the terms of the
respective license to activate the Software.

4.5.  In  the event of a violation of the terms of the EULA, which resulted
from your actions, you remain responsible for any loss and damages suffered
by the Licensor or third parties whose rights or interests were infringed.

4.6.  Should  there  be  any  claims  or  lawsuits  against  you concerning
violation  of  any  third-party  rights  in  connection with the use of the
Software, you shall immediately inform the Licensor about it.

4.7.  The  Software  is  provided  to  you on an as is and as available
basis.  The  use of the Software is at your own risk. The Licensor makes no
warranty  as  to  the  Software's use or performance. To the maximum extent
permitted  by  applicable  law, the Licensor disclaims all other warranties
and  conditions,  either express or implied, including, but not limited to,
implied  warranties  of  merchantability, fitness for a particular purpose,
title, and non-infringement, with regard to the Software, and the provision
of  or  failure  to provide support services. The Licensor does not warrant
that  the  Software  is  accurate,  reliable, or correct; that the Software
meets  all  your  requirements;  that the Software will be available at any
particular  time or location, uninterrupted, or secure; that any defects or
errors  will be corrected; or that the Software is free of viruses or other
harmful components.

4.8.  In  no  event  will the Licensor be liable for any direct or indirect
costs, losses, or damages associated with your use of the Software.

4.9.  The  Licensor  shall  not  be  liable  to you for any lost profits or
consequential  damages,  however  caused, and in no event will the Licensor
aggregate liability arising out of or related to the EULA or the use of the
Software  exceed  the  amount of payments which you paid for the use of the
Software  in  the  three-month  period preceding the claim. This limitation
will  apply even if the Licensor has been advised of the possibility of the
liability exceeding the amount and notwithstanding any failure of essential
purpose of any limited remedy.

4.10.  You shall use the Software only as indicated in this EULA and on the
amount  of  the devices allowed by your respective license.  If you violate
the  terms of use of the Software set forth in this EULA, the Licensor may,
without  notice,  restrict access to the use of the Software without refund
until  the  breach  is  cured.  If  it  is impossible to cure the breach as
indicated  in  Section Terms and Termination, the EULA and the respective
license could be terminated at the Licensors discretion.


5. DATA PROTECTION

5.1.  Each  Party  agrees  that,  in  the  performance  of  its  respective
obligations under the EULA, the Party shall try its best to comply with the
provisions  of  the General Data Protection Regulation (GDPR) to the extent
it  applies  to  each  of  them.  Please  pay attention that the California
Consumer Protection Act (CCPA) is not applicable to the Licensor.

5.2.  For  the  purpose of this clause data controller, data processor,
data  subject,  personal data, and processing shall have the meanings
given to them in the Directive.

5.3.  Types  of  personal  data  processed.  SimplyCore LLC collects and/or
processes  the  following  information  that  you  voluntarily submit to us
(including with the engagement of third parties):
  i. identifying information such as first and last name and email address;
  ii.  contact   information   such  as your company name, mailing address,
  phone number,  country, city, postal index, company address;
  iii. your orders information such as order number, billing address;
  iv. queries to customer service and technical support;
  v.  information  obtained  during your use of the Software such as the IP
  address  of  the  technician,  Customers  IP  address,  unique  computer
  identifier  (Hardware  ID), program version number, operating system type
  and  version  number,  current date and time set on the computer, license
  type,  license  unique  identifier,  validity  period, number of customer
  connections in the license, USB data transmitted by a USB device.

SimplyCore  LLC  does  not collect your payment details such as credit card
number, account number, etc.

5.4.  General purposes of collection. SimplyCore LLC collects your personal
data  (if  you  are  an individual) in order to provide you the appropriate
Software,  to  ensure  effective  communication  about  Licensor`s software
products, to generate a license key, to control the use of the license, and
to  provide  support  while  using the Software. SimplyCore LLC shares your
personal  data  with  third parties that provide services on the Licensors
behalf  or  with  whom  it  has partnered to make payments for a particular
product or service and to track your activity on the Website, if related to
the provision of the Software.

5.4.1.  Processing  for  the technical and customer support. SimplyCore LLC
collects information from you when you use the Software and transfers it to
the  server:  IP address, unique computer ID (Hardware ID), program version
number, operating system type and version number, current date and time set
on  the  computer, license information such as license type, license unique
identifier, validity period, number of customer connections in the license.
The  purpose  of  such  a  collection  is  to  ensure technical or customer
support.

5.4.2. Processing for the provision of the license. SimplyCore LLC receives
some of your data from external (third-party) reseller which processed your
order,  such  as  first name, last name, email, phone number, order number,
company  name,  country,  city, postal code, company name, company address,
payment  address  that  are  required  to  issue the license and generate a
license  key.  This  data  is  transmitted  over a secure connection and is
stored  in  an encrypted license database. The purpose of such a collection
is to provide you with the license for the Software.

5.4.3.  Processing  for  controlling the use of the license. SimplyCore LLC
collects  information  from  you  when  you  use the Software and use it to
control the use of licenses, namely, first and last name and email address,
license  type,  license  unique  identifier,  validity  period,  number  of
customer connections in the license. The purpose of such a collection is to
control the use of the license.

5.4.4.  Processing for ensuring the communication and providing appropriate
Software  (or  License  Type).  SimplyCore  LLC  processes your name, email
address  and  your  order  number  (if  applicable) to provide you with any
information on your request. The purpose of such a collection is to provide
you  with  the information on your request regarding the use of Software or
the License Type.

5.5.  Legal  basis.  SimplyCore  LLC  collects  and  processes  most of the
personal data to fulfill its contractual obligations in accordance with the
EULA.  Information  obtained during the use of the Software is processed in
order  to  ensure  the  legitimate  interests  of SimplyCore LLC, namely to
ensure control over the use of the Software licenses.

5.6.  Protection of personal data. To protect personal data, the SimplyCore
LLC  encrypts the received personal data and takes other technical measures
to  ensure  the  security  of  your  personal  data  from  accidental loss,
alteration,   unauthorized  use,  unauthorized  alteration,  disclosure  or
access, and against all other illegal forms of processing.

5.7. Storage of personal data 

5.7.1.  SimplyCore LLC stores the received personal data on its servers.The
information is transmitted and stored on the servers in encrypted form.

5.7.2.  The  Licensor  will  not store any data you provide for longer than
necessary  to achieve the purposes indicated in this EULA, unless otherwise
required by the applicable laws which do not contradict to the GDPR.

5.7.3.  SimplyCore  LLC  can back up the data and store such backups on its
servers for 1 year.

5.8. Selling, transfer and disclosure of your data

5.8.1. SimplyCore LLC does not sell, trade or otherwise transfer to outside
parties  any personally identifiable information. We provide access to your
data  only  to  our employees or subcontractors engaged to provide you with
the Software.

5.8.2. The Licensor may also engage certain service providers to ensure the
performance  of  the  Licensors obligations before you under this EULA. In
such  a  case,  the Licensor takes all necessary steps to ensure compliance
with  the  applicable data protection laws such as the GDPR. In particular,
the Licensor makes sure that your personal data is being protected and used
only  within  the  purposes  specified  in  this  EULA,  concludes standard
contractual  clauses compliant with the GDPR or uses alternative safeguards
according  to the applicable laws. No transfer of your data will be carried
unless appropriate safeguards are in place.

5.8.3.  You  also have to know that the Licensor may disclose your personal
data  to enforce and comply with the laws. In other words, the Licensor may
disclose  information  necessary  for the investigation or legal process on
official request or the official bodies acting within their powers.

5.9. Your rights with regard to personal data

5.9.1.  You  may  at any time obtain confirmation from SimplyCore LLC as to
whether or not personal data concerning you are being processed. You may at
any  time  order  a  complete  data copy, which you may transmit to another
controller  of the data. Your data will be delivered within 10 working days
by SimplyCore LLC.

5.9.2.  You  may  at  any  time request to make rectification of inaccurate
personal  data  concerning you, to restrict the processing of personal data
if  you  contest  the  accuracy  of  the personal data or the processing is
unlawful  or  SimplyCore LLC no longer needs to process your personal data,
but  you  require  them for the establishment, exercise or defense of legal
claims, or the erasure of personal data concerning you.

5.10.  Requests  as  to  your  personal  data.  The  Licensor  will provide
information  on  action  taken  on  your  request  related  to  your rights
specified above within one month of receipt of the request for the longest.
That  period  may  be  extended  by two months if we are overwhelmed by the
number  of  requests  or the request at issue is complicated and requires a
lot of action. We will inform you of any such extension within one month of
receipt of the request, together with the reasons for such delay.

5.11.  Your  age.  The  privacy  of  children  is  one of our concerns. The
Licensor can provide you with the Software only in case you are aged 18 (or
under  another  age of majority under the law of your country) or older. If
you   are   under   the  age  of  majority,  you  will  need  to  get  your
parents/guardians  permission  before submitting any personal data to us.
If  you  are  underage, and there is no data as to your parents/guardians
permission  to use our Software, please do not provide us with your consent
for data processing.

5.12.  Contact information with regard to privacy. Any requests or comments
with  regard  to  your  personal  data processing shall be addressed to the
following emails: privacy@incentivespro.com or privacy@simplycore.com.


6. TERMS AND TERMINATION

6.1.  The  EULA  shall  be  valid  between  you and the Licensor during the
validity  term  of exclusive proprietary copyright under the applicable law
unless the termination of the EULA occurs.

6.2.  The  Licensor may early terminate the EULA and/or any license subject
thereto if you:

6.2.1.  breach  any term of the EULA and fail to cure that breach within 30
days after receipt of the respective notice;

6.2.2.  violate  any  rights  of the Licensor, which are not subject to the
EULA,  or act in bad faith against the Licensor or the third-party provider
(including  but not limited to disseminating the information which is false
or which could cause reputation losses);

6.2.3.  request  the Licensor to exercise your rights to erasure, to object
to  processing,  or  other  rights  under the privacy laws, the exercise of
which  makes  it  impossible  to  provide you with the Software and related
support.

6.3. In case of early termination of the EULA, the Licensor will notify you
about the fact of such termination.

6.4.  You  may  terminate the EULA at any time by notifying the Licensor at
least 1 (one) month prior to the date of the further payment date.

6.5. If the EULA expires or is terminated, then: (1) the license granted by
the  Licensor  will  immediately  cease for you; and (2) you are obliged to
stop  using  and delete the Software. The termination of the EULA shall not
exempt  you  from  the performance of the outstanding liabilities under the
terms of the EULA that existed at the moment of termination of the EULA.

6.6.  You  agree not to be entitled to any refund if the termination is due
to  your violation of the terms of the EULA. In other circumstances, either
in case of termination of this EULA (not connected to the violation hereof)
or  in  other  cases,  the  refund shall be subject to consideration by the
Licensor  upon  your  request via email to sales@incentivespro.com within a
maximum of 30 days after the purchase date.
 

7. APPLICABLE LAW AND DISPUTE RESOLUTION

7.1. The EULA shall be governed and interpreted in accordance with the laws
of Ukraine.

7.2.  The  Parties  shall seek to resolve any disputes arising out of or in
relation  with  this  EULA  through  negotiations. For this purpose, if the
claim   is   raised   by   you,   you   should   address   your   claim  to
claims@incentivespro.com or claims@simplycore.com.

7.3. All disputes not settled by the Parties by means of negotiations shall
be referred for final settlement to the respective Ukrainian court with the
application of the substantive and procedural law of Ukraine.


8. MISCELLANEOUS

8.1.  The  Licensor is not exempted from the assignment of its rights under
the  EULA  to any third party without your prior consent. The assignment of
the  Licensors  rights  shall  not  affect the validity of the EULA or any
license thereunder.

8.2. The EULA will not be construed as creating any agency, partnership, or
any  other  form of association, for tax purposes or otherwise, between the
Parties. The Parties will at all times be and remain independent.

8.3.  Neither  of  the Parties will be liable for failure or delay in their
performance  under  the  EULA  to the extent caused by circumstances beyond
their  reasonable  control  if  approved  in accordance with the applicable
laws.

8.4.  The  Licensor  may modify, amend or otherwise change the terms of the
EULA  at  its  sole  discretion.  In  case there are such modifications and
amendments,  you  should  update to the current version of the Software. By
installing the updated version of the Software, you accept the terms of the
new version of the EULA and agree to be bound thereby.


9. THIRD-PARTY ACKNOWLEDGEMENTS

9.1.  This  product  includes software developed by the OpenSSL Project for
use in the OpenSSL Toolkit (http://www.openssl.org/)

9.2.  This  product  includes  curl  library  developed by Daniel Stenberg,
Copyright  (c)  1996  -  2021,  Daniel Stenberg,  daniel@haxx.se,  and many
contributors (https://curl.se/)
