© 2024 Copeland LP. Effective June 14, 2024 This End User License Agreement (“EULA”) is a contract between you (“you” or “your” or “Customer”) and Copeland LP, a Delaware limited partnership, including its affiliates as applicable (“Copeland” or “we” or “us” or “our”) and applies to the use of the Copeland software or mobile application as provided in the Product Addendum attached hereto (“Software”), which may be used in connection with a Copeland product or equipment (“Product”), along with any use by your authorized agents, contractors, employees, or other users who you allow access to receive and/or control the Services (as defined herein) (the “Additional Users”). This EULA governs use of the Software, Product(s), and any support or other services Copeland may provide in connection with the Software and Product(s) (collectively, with the Software and Product(s), “Services”). Whether or not specifically stated, “you” or “your” within this Agreement shall at all times include you and your Additional Users. By using the Services, you and any other user agree that you have read, agree with, and accept all the terms and conditions in this EULA and in our Privacy Notice, which is available at https://www.copeland.com/en-us/privacy-notice (together with any applicable Privacy Addendum, “Privacy Notice”)and is incorporated in this EULA by reference. You may not modify this EULA by making any typed, handwritten, or any other changes to it for any purpose. You acknowledge that you are accepting this EULA on behalf of all persons who use the Software, including Additional Users, and that you shall have sole responsibility for ensuring that all other users understand and comply with the terms and conditions of this EULA and any applicable Copeland policies including, but not limited to, acceptable use and privacy policies. You acknowledge and agree that this EULA is between you and Copeland, not with any third party (including, but not limited to, Apple®, Google®, or any mobile carrier), and that Copeland is solely responsible for the Software, except in situations where you have enabled third party control of your Product. THIS EULA CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. IT INCLUDES: VARIOUS LIMITATIONS ON AND EXCLUSIONS OF OUR LIABILITY TO YOU; YOUR INDEMNITY OF US; AND DISPUTE RESOLUTION PROVISIONS THAT GOVERN HOW DISPUTES WILL BE RESOLVED, INCLUDING ARBITRATION AND A CLASS ACTION WAIVER. BY CLICKING ACCEPT OR BY USING THE SERVICES, YOU ARE SIGNIFYING THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS EULA. IF YOU ARE ENTERING INTO THIS EULA ON BEHALF OF AN AUTHORIZED USER, ADDITIONAL USER, A COMPANY, OTHER LEGAL ENTITY, OR ANY OTHER PARTY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT INDIVIDUAL, ENTITY, AND ITS AFFILIATES TO THIS EULA, IN WHICH CASE THE TERMS “YOU” OR “YOUR” IN THIS EULA WILL REFER TO THAT INDIVIDUAL OR ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH ANY PART OF THIS EULA, YOU MUST NOT ACCEPT THIS EULA AND MAY NOT USE THE SOFTWARE. THIS EULA CONSTITUTES A BINDING AGREEMENT BETWEEN YOU AND COPELAND. Changes to Services or Terms Subject to applicable law, we may change our Services, prices, fees, and/or the terms and conditions of this EULA in the future. We also may rearrange, delete, add to, or otherwise change features or offerings contained in the Services. When feasible or when required under applicable law, we will give you thirty (30) days prior notice of any material adverse impact to our Services under this EULA or of any material changes to this EULA. If you find the change unacceptable, you have the right to cancel your Services by providing us with notice that you terminate your Services. However, if you continue to access the Product or receive Services after the thirty (30) day notice period, we will consider that you have accepted the changes. We may provide such notice, as described in the “Notice Method” section of this EULA, using the email address you have provided to us, using a communication portal available in the Software, or other communication permitted under applicable law. Scope of License Copeland hereby grants to you a revocable, non-transferable, non-exclusive, and limited license to access and use the Software during the Term and subject to the terms and conditions of this EULA on a device that you own, access, or control. All rights not expressly granted to you by this EULA are hereby reserved by Copeland. Eligibility You must be at least the age of majority in your jurisdiction of residence and a resident of the United States of America or Canada to use the Software. You agree that you may only use the Software and Products in a manner consistent with this EULA. Restricted Use You may not rent, lease, lend, sell, redistribute, sublicense, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Software. Any attempt to do so, including any alteration of any proprietary notices, is a violation of the rights of Copeland and its licensors. If you breach this restriction, you may be subject to prosecution and damages. Information provided is for informational purposes only. The use of this Software for various purposes should not replace appropriate user judgment, as users will have the best understanding of the context in which the Software is being used. Updates The Software may automatically download and install updates from Copeland from time to time. These updates are designed to improve, enhance, and further develop the Software and may take the form of bug fixes, new or enhanced functions, and completely new versions. You agree to receive such updates (and permit Copeland to deliver these to you) as part of your use of the Software. If you do not want the Software to be automatically updated, you may be able to set your device settings to prohibit automatic updates. Use of Services You agree that the Services will be used only by you and/or your Additional Users. You agree and represent that you will not resell or permit another to resell the Services in whole or in part. You will not use or permit another to use the Services, directly or indirectly, for any unlawful purpose, including, but not limited to, in violation of any posted Copeland policy applicable to the Services. Use of the Services for transmission, communications or storage of any information, data, or material in violation of any applicable regulation or law is prohibited. Charges and Billings for Paid Service Subscriptions If you sign up for additional paid Copeland services (“Paid Service Subscription”), additional terms may be found within that specific Paid Service Subscription’s portal or application or by separate agreement between you and Copeland. The additional terms, in combination with this EULA, will constitute the entire terms and conditions for the Services, including any Paid Service Subscriptions. If you sign up for a paid service with a third party or contractor, terms of that relationship are between you and the third party and not with Copeland. You acknowledge that you may incur charges with third-party service providers or contractors. These may include charges resulting from accessing the Internet, purchasing or subscribing to other offerings via the Internet or purchasing equipment for use with or recommended by the Service. You are solely responsible for all charges payable to third parties, including all applicable taxes. Intellectual Property Rights The Software and all information, documents, and materials available on or through the Software are protected by trademark, copyright, or other intellectual property laws and international treaty provisions and Copeland retains all right, title, and interest in and to the Software and any such intellectual property rights. All websites, corporate names, service marks, trademarks, trade names, logos, and domain names (collectively “Marks”) of Copeland and its affiliates are and shall remain the exclusive property of Copeland. Nothing in this EULA shall grant you the right or license to use any of the Marks. Copeland has the non-revocable worldwide license to use or incorporate feedback received into the Software or Product or otherwise provided to Copeland. In the event of any third party claim that the Software or your possession and use of the Software infringes that third party’s intellectual property rights, Copeland will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim. Confidentiality As a result of the relationship created between Copeland and you by this EULA, each party acknowledges that you may become privy to secret or confidential information concerning trade secrets, know how, software programs, source code, executable code, object code, algorithms, business, products, technical data, documentation, specifications, activities, processes, technology, drawings, flow charts, diagrams, customers, suppliers, contracts, finances, personnel, research, plans, business strategies and plans, policies, inventions, confidential information of customers, or other intellectual property, including, without limitation, any invention, writing, idea, discovery, or improvement made or conceived by Copeland, that is in the possession of and disclosed by Copeland and received by you, regardless of how the same is disclosed, delivered, obtained, or discovered, whether verbal or writing, pursuant to this EULA, (collectively, the “Confidential Information”), the dissemination of which might prove harmful to Copeland. You agree you shall not, directly or indirectly, at any time either during the continuation of or following termination of this EULA disclose or use the Confidential Information of Copeland: (i) other than for the purpose of fulfilling your obligations under this EULA; (ii) except to the extent required by applicable law; and (iii) except where the Confidential Information has become publicly available through no fault of your own. You shall return all such Confidential Information and all copies or recordings of the same to Copeland immediately upon the request of Copeland or the termination of this EULA. User Data You shall own all right, title, and interest in and to the input data and other digital information that you submit, upload, or otherwise provide through the Software and Services (“User Data”). You shall be solely responsible for all aspects of User Data submitted, uploaded, or otherwise provided through the Software and Services, including input, accuracy, and quality. Copeland shall not be responsible for any errors or omissions of the Software or as otherwise processed under the Services due to improper User Data submitted by you. You hereby grant Copeland a non-revocable, non-exclusive, royalty-free, worldwide, and perpetual right and license to collect and use User Data in connection with the Services and as provided in this EULA and the Privacy Notice and as permitted by applicable law. Warranties; Disclaimer of Warranties Each party represents and warrants to the other party that: (i) it has the full power and authority to enter into this EULA and perform its obligations under this EULA; and (ii) the execution, delivery, and performance of this EULA by it does not violate, conflict with, or constitute a default under any agreement or instrument to which it is a party or by which it is bound. You further represent and warrant that: (a) you have the right and authority to submit, upload, or otherwise provide User Data to the Software and Services and to grant Copeland a license to such User Data as provided in this EULA; and (b) you will comply with all applicable laws in connection with your use of the Services. Unless expressly provided otherwise, any warranty Copeland provides for a Product is limited and subject to the terms and conditions of the applicable warranties provided on its Website (as defined herein). You understand that devices used to access the Software or alerts may rely on wireless networks such as, but not limited to, 5G, 4G LTE, CDMA, GSM (“Wireless Networks”) and that actual signal availability may depend on a combination of the third-party wireless network carriers and availability of and actions of roaming partners, and that factors outside of Copeland’s control, such as weather, buildings, topography, usage, or maintenance activities of wireless network providers may limit or interrupt the Software or alerts. Copeland is not responsible for interruption or limitation of the Software related to issues with Wireless Networks or factors outside of Copeland’s control. Furthermore, any loss, damage, or delay in, or failure of, performance by Copeland shall not constitute a default hereunder, be a ground for termination of this EULA, or give rise to any claims for damage against Copeland if such loss, damage, delay, or failure is attributable in whole or in part to any cause beyond the reasonable control of Copeland (each, a “Force Majeure Event”). A Force Majeure Event can include, without limitation, acts or omissions by you causing delay, acts of God or the public enemy, compliance with any order, decree, or request of any governmental authority, fires, floods, explosions, accidents, riots, strikes, labor difficulties, or other concerted acts of workmen, power or Wireless Networks failure, or any other cause not within the reasonable control of Copeland. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND COPELAND HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, OF PERFORMANCE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NEITHER COPELAND NOR ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS, OR CONTRACTORS WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE OR SERVICES, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED THEREBY, WILL DELIVER SPECIFIC RESULTS OR MEET YOUR REQUIREMENTS, PROVIDE UNINTERRUPTED USE, OPERATE WITHOUT DELAY OR WITHOUT ERROR, OR THAT DEFECTS IN SOFTWARE WILL BE CORRECTED. NEITHER COPELAND NOR ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS, OR CONTRACTORS WARRANT THAT ANY COMMUNICATIONS WILL BE TRANSMITTED IN UNCORRUPTED FORM OR WILL WORK PROPERLY WHEN USED WITH A THIRD-PARTY CONTROL DEVICE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COPELAND OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. If you are using the Software on an Apple iOS device, in the event of any failure of the Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Software to you, but to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Software, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be Copeland’s sole responsibility. Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COPELAND OR ITS AFFILIATES BE LIABLE TO YOU FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES FOR ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUES, AND LOST BUSINESS OPPORTUNITIES, WHETHER COPELAND WAS OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF THESE DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COPELAND AND ITS AFFILIATES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF FIFTY DOLLARS ($50). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. BY ACCEPTING THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE ALL CLAIMS AGAINST COPELAND FOR INTERFERENCE, DISRUPTION, OR INCOMPATIBILITY BETWEEN THE SERVICES AND ANY OTHER SERVICES, SYSTEMS, OR EQUIPMENT. IN THE EVENT OF SUCH INTERFERENCE, DISRUPTION, OR INCOMPATIBILITY, YOUR SOLE REMEDY SHALL BE TO TERMINATE THE SERVICES. Notwithstanding anything to the contrary in this EULA, you acknowledge and understand that we may use third parties to provide components of the Services, including without limitation their services, equipment, infrastructure, or content. Copeland is not responsible for the performance (or non-performance) of third-party services, equipment, infrastructure, or content, whether or not they constitute components of the Services. Copeland shall not be bound by any undertaking, representation or warranty made by an agent or employee of Copeland or our underlying third-party providers and suppliers in connection with the installation, maintenance, or provision of the Services, if that undertaking, representation, or warranty is inconsistent with the terms of this EULA. In addition, you understand that you will have access to the services and content of third parties through the Services, including without limitation that of content providers (whether or not accessible directly from the Services). Copeland is not responsible for any services, equipment, infrastructure, and content that are not provided by us (even if they are components of the Services or recommended by us), and we shall have no liability with respect to such services, equipment, infrastructure, and content. You should address questions or concerns relating to such services, equipment, infrastructure, and content to the creators of such services, equipment, infrastructure, and content. While our Products may be compatible with third-party products, we do not endorse or warrant any third-party products, services, or content that are distributed or advertised over the Services. You or your Additional Users connection to a third-party product authorizes Copeland to transfer information to that third party to operate the services. Certain jurisdictions do not allow the exclusion or limitation of certain damages. If these laws apply to you, some or all the exclusions or limitations set out in this EULA may not apply to you, and you may have additional rights. Indemnification YOU AGREE THAT YOU SHALL BE RESPONSIBLE FOR AND SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS COPELAND AND ITS EMPLOYEES, AFFILIATES, SUPPLIERS, AGENTS AND CONTRACTORS AND SHALL REIMBURSE US FOR ANY DAMAGES, LOSSES OR EXPENSES (INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEY'S FEES AND COSTS) INCURRED BY US IN CONNECTION WITH ANY CLAIMS, SUITS, JUDGMENTS AND CAUSES OF ACTION ARISING OUT OF THE FOLLOWING USE OF THE SOFTWARE, PRODUCTS, OR SERVICES BY YOU AND/OR ANY OF YOUR ADDITIONAL USERS: (I) MISUSE OF THE SOFTWARE, PRODUCTS, OR SERVICES; (II) VIOLATION OR INFRINGEMENT OF CONTRACTUAL RIGHTS, PRIVACY, CONFIDENTIALITY, COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS ARISING FROM MISUSE OF THE SOFTWARE, PRODUCT, OR SERVICES OR ANY UNAUTHORIZED APPARATUS OR SYSTEM; (III) BREACH OF ANY PROVISION OF THIS EULA OR ANY OF THE APPLICABLE COPELAND TERMS OR POLICIES BY YOU OR YOUR ADDITIONAL USERS; (IV) ACCOUNT ACCESS OR ACTIVITY DUE TO FAILURE TO PROTECT LOG-ON CREDENTIALS; AND (V) ANY CAUSE OF ACTION BY ANY OF YOUR ADDITIONAL USERS, INCLUDING ANY AND ALL ALLEGATIONS, SUITS, CLAIMS AND PROCEEDINGS AND ALL RELATED DAMAGES INCURRED BY COPELAND. IT IS UNDERSTOOD AND AGREED THAT YOU THE CUSTOMER ASSUMES FULL LIABILITY FOR A BREACH BY ANY OF YOUR ADDITIONAL USERS OF THIS EULA. COPELAND SHALL HAVE NO LIABILITY FOR ANY MISUSE OR ACTION BY YOU OR YOUR ADDITIONAL USERS OR ANY OF YOUR AFFILIATES, SUPPLIERS, OR AGENTS. Product Claims You acknowledge and agree that Copeland, and not Apple (if you downloaded the Software to an Apple iOS device) or Google (if you downloaded the Software to a device with the Android operating system), is responsible for addressing any claims of you or any third party relating to the Software or your possession and/or use of that Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. You must notify Copeland if you have, or are aware that any third party has, any such claims. Apple and Google have no responsibility to address any such claims. The limitations of Copeland’s liability under this EULA are subject to what is permitted by applicable law. Legal Compliance You may not use or otherwise export or re-export the Software except as authorized by United States law and the laws of the jurisdiction in which the Software was obtained. In particular, but without limitation, the Software may not be exported or re-exported (i) into any U.S.-embargoed countries or (ii) to anyone on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Software, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Software for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons. Privacy Notwithstanding anything to the contrary contained herein or in the Privacy Notice, you acknowledge and understand that Copeland may use third parties to provide components of the Software and Services. For example, certain portions of the Software or Services may use a third-party activity analytics provider to enable us to monitor and improve the user experience on the Software. This third-party activity analytics provider uses cookies and similar technologies to collect information, such as IP address, device information (e.g., operating system), and information on user behavior (e.g., screens visited, buttons clicked, limited information entered, and user taps). We will collect, use and disclose your personal information and the personal information of your Additional Users as set out in the Privacy Notice, and you and the Additional Users or third parties you have granted access or control to hereby consent to us doing so. Terms of Use The Software may also provide you with access to Copeland and its affiliates’ websites located at https://www.copeland.com/en-us or as otherwise made available (the ”Website”) and products and services accessible thereon, and certain features, functionality and content accessible on or through the Software may be hosted on the Website (collectively, “Content and Services”). Your access to and use of such Content and Services are also governed by our Terms of Use available at https://www.copeland.com/en-us/terms-of-use and our Privacy Notice available at https://www.copeland.com/en-us/privacy-notice. Your access to and use of such Content and Services may require you to acknowledge your acceptance of such Terms of Use and Privacy Notice and/or to register with the Website and your failure to do so may restrict you from accessing or using certain of the Software’s features and functionality. Term and Termination The Term of this EULA begins on the date that you accept the EULA (or a document incorporating this EULA by reference) by signature, click-through, use, or as otherwise provided and is effective until (i) properly terminated by you, the owner, purchaser, and/or controller of the Product, or Copeland, or (ii) the EULA is replaced by a revised EULA (such period, the “Term”). Copeland reserves the right, subject to applicable law, to act immediately and without notice to terminate or suspend the Software and Services at Copeland’s sole discretion, with or without cause. Your rights under this license will terminate automatically without notice from the Copeland if you fail to comply with any term(s) of this EULA. Upon termination of the license, you shall cease all use of the Software and destroy all copies, full or partial, of the Software. All representations, warranties, indemnifications, and limitations of liability contained in this EULA shall survive the termination of this EULA; any other obligations of the parties hereunder shall also survive, if they relate to the period before termination or if, by their terms, they would be expected to survive such termination. Third-Party Terms and Beneficiaries You must comply with all applicable third-party terms of agreement when using the Software. If you are using the Software on an Apple iOS device or on a Google Android device, you agree that Apple and Apple’s subsidiaries and Google and Google’s subsidiaries, are third-party beneficiaries of this EULA and upon your acceptance of the terms and conditions of this EULA, Apple and Google will have the right (and will be deemed to have accepted the right) to enforce this EULA against you as a third-party beneficiary thereof. You also agree that Copeland’s affiliates are third-party beneficiaries of this EULA and upon your acceptance of the terms and conditions of this EULA, Copeland’s affiliates will have the right (and will be deemed to have accepted the right) to enforce this EULA against you as a third-party beneficiary thereof. Miscellaneous You agree that your rights and obligations under this EULA are not assignable. We may freely assign our rights and obligations under this EULA in our sole discretion, without notice to you. This EULA shall bind and inure to the benefit of the parties and their successors and permitted assigns. Both parties are acting as independent contractors with respect to the activities hereunder and this EULA is not intended to create a joint venture, association, partnership, franchise, principal/agent relationship, or other form of business or relationship. No party will have, nor hold itself out as having, any right, power, or authority to assume, create, or incur any expense, liability, or obligation, express or implied, on behalf of the other party or to act on behalf of the other party in any capacity or in any manner. This EULA and any other documents incorporated by reference constitute the entire agreement and understanding between the parties with respect to the subject matter of this EULA, and they replace any and all prior written or verbal agreements. If any portion of this EULA is held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions shall remain in full force and effect. If Copeland fails to insist upon or enforce strict performance of any provision of this EULA, it shall not thereby waive any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this EULA. The language of this EULA shall be construed as a whole, according to its fair meaning and intent, and not strictly for or against either party, regardless of who drafted or was principally responsible for drafting this or any specific terms or conditions hereof. Nothing contained in this EULA shall be construed to limit Copeland's rights and remedies available at law or in equity. Upon termination of this Agreement for any reason, Copeland reserves the right to delete all your data, files, electronic messages, or other User Data that is stored on Copeland’s or its suppliers' servers or systems. We shall have no liability whatsoever as the result of the loss of any such data. STANDARD DATA FEES AND TEXT MESSAGING RATES MAY APPLY BASED ON YOUR PLAN WITH YOUR INTERNET AND/OR MOBILE PHONE CARRIER. Dispute Resolution The terms of this section entitled “Dispute Resolution” will apply to all disputes that may arise out of, are connected with or relate to this EULA or the Software, subject only to the following two exceptions: (1) if Copeland reasonably believes that you or any of your Additional Users have in any manner acted or failed to act in any manner that may cause harm to Copeland or any third party, Copeland may seek injunctive or other appropriate relief in any court of competent jurisdiction; or (2) any dispute may, at the option of the claiming party, be resolved in small claims court provided that all claims by all parties in the dispute fall within the jurisdiction of the small claims court but subject to the informal resolution in subsection (i) below. The validity, interpretation and performance of this EULA shall be governed by and construed in accordance with the laws of Delaware. Furthermore, in no event will the terms of this section limit Copeland’s ability to investigate complaints or reported violations of this EULA or to take any action Copeland deems necessary and appropriate to mitigate actions against Copeland, including reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties. i. Informal Resolution. If you have any dispute with Copeland or any related third party, arising out of, relating to, or connected with the Software, you agree to contact Copeland, at the address noted below; provide a brief, written description of the dispute and your contact information (including your username, if your dispute relates to an account); and give Copeland thirty (30) days within which to resolve the dispute to your satisfaction. If Copeland does not resolve the dispute through good faith negotiations under this informal process, you may pursue the dispute in accordance with the arbitration agreement below or in small claims court as described above. ii. Class Action Waiver. YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO A COURT OR TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING AGAINST US OR RELATED THIRD PARTIES ARISING OUT OF, RELATING TO, OR CONNECTED WITH THIS EULA; ARBITRATION CAN THUS DECIDE ONLY YOUR INDIVIDUAL CLAIMS; THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED. iii. Arbitration Agreement. Any claims by Copeland, or claims by you that are not resolved by the informal resolution procedure or in small claims court as provided above, arising out of, relating to, or connected with this EULA or this Software must be asserted individually in binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes (including utilizing desk, phone, or video conference proceedings where appropriate and permitted to mitigate costs of travel). This EULA and each of its parts evidence a transaction involving interstate commerce, and the Federal Arbitration Act (9 USC §1, et. seq.) will apply in all cases and govern the interpretation and enforcement of the arbitration rules and arbitration proceedings. The arbitration shall be held at a location determined by AAA pursuant to the Rules and Procedures (provided such location is reasonably convenient for you), or at such other location as may be mutually agreed by the you and Copeland. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. In addition to and notwithstanding the terms stated above, the following will apply to your dispute(s): (1) the arbitrator, and not any federal, state, provincial or local court or agency, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this EULA including any claim that all or any part of this EULA is void or voidable; (2) the arbitrator will not have the power to conduct any form of class or collective arbitration nor join or consolidate claims by or for individuals; (3) the arbitrator's decision shall be controlled by the terms and conditions of this EULA and any of the other agreements referenced herein that you may have entered into in connection with the Services; (4) the arbitrator shall apply Delaware law consistent with the FAA and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (5) to the extent permitted by law, the arbitrator shall not have the power to award punitive, incidental or consequential damages against you or Copeland; (6) in the event that the administrative fees and deposits that must be paid to initiate arbitration against Copeland exceed $125 USD for claims less than $10,000 or $375 for claims greater than $10,000 but less than $75,000, and you are unable (or not required under the applicable Rules and Procedures) to pay any fees and deposits that exceed this amount, Copeland agrees to pay them and/or forward them on your behalf, subject to ultimate allocation by the arbitrator. In addition, if you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Copeland will pay as much of the your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and (7) with the exception of subpart (3) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (3) is found to be invalid, unenforceable or illegal, then the entirety of this subsection (iii) Arbitration Agreement shall be null and void, and neither you nor Copeland shall be entitled to arbitrate their dispute. For more information on AAA and/or AAA Rules and Procedures, you may visit the AAA website at http://www.adr.org. Software Maintenance and Support; Maintenance and Ownership of Equipment Please contact us at the contact information provided below for customer support. Copeland is solely responsible for providing maintenance and support services for the Software. You acknowledge that third-party operating system providers such as Apple (for iOS Mobile App) and Google (for Android Mobile App) have no obligation to provide maintenance or support services for the Software. EXCEPT AS OTHERWISE PROVIDED ABOVE WITH REGARDS TO SOFTWARE MAINTENANCE AND SUPPORT, COPELAND HAS NO RESPONSIBILITY FOR THE OPERATION OR SUPPORT, MAINTENANCE OR REPAIR OF ANY PRODUCT, SOFTWARE, OR SERVICES THAT YOU ELECT TO USE IN CONNECTION WITH THE PRODUCTS OR SERVICES (the “Customer Equipment”). To use the Services, you will need a compatible broadband gateway / router. You agree to keep the gateway connected, and your Internet connection active, at all times. We have the unrestricted right, but not the obligation, to upgrade or change the firmware in the Product (whether they are owned by you or us) remotely at any time that we determine it necessary in order to continue to provide Services to you in accordance with our specifications and requirements. i. Non-Recommended Configurations: Customer Equipment that does not meet our minimum technical configuration constitutes a “Non-Recommended Configuration.” NEITHER COPELAND NOR ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS, OR CONTRACTORS WARRANT THAT A NON-RECOMMENDED CONFIGURATION WILL ENABLE YOU TO SUCCESSFULLY INSTALL, ACCESS, OPERATE, OR USE THE SERVICES. YOU ACKNOWLEDGE THAT ANY SUCH INSTALLATION, ACCESS, OPERATION, OR USE COULD CAUSE A PRODUCT TO FAIL TO OPERATE OR CAUSE DAMAGE OR HARM TO THE PRODUCT, YOU, AND/OR YOUR PREMISES. NEITHER COPELAND NOR ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS, OR CONTRACTORS SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY SUCH FAILURE OR DAMAGE. We reserve the right to deny you customer support for the Services and/or terminate Services if you use a Non-Recommended Configuration. ii. No Unauthorized Devices or Tampering: You agree not to attach any unauthorized device to the Services. If you make any unauthorized connection or modification to the Services, we may terminate your Services and recover such damages as may result from your actions. Unless expressly authorized by us, you agree not to install anything to intercept or receive any of the Services offered to you or to assist any person in intercepting or receiving any of the Services offered to you. You also agree that you will not attach anything to Customer Equipment, whether installed by you or us, which singly or together impairs the integrity of the Services. Contact Information Quebec Residents: A French version is available upon request. La version française est disponible sur demande. If you have questions, complaints, or claims with respect to the Software or Services, you can contact us at: Email: selectsoftware.vilter@copeland.com Attention: 8100 West Florissant Avenue P.O. Box 36922 St. Louis, MO 63136 Telephone: Notice Method You agree to accept all communications from us regarding use of the Services at the address and/or email address you provide during registration. Please promptly update any changes to your account registration information. Copeland is entitled to rely on the email address and mail address that you last provided to us. You agree to waive all claims resulting from failure to receive communications because of changes in your email or mail address. From time to time we would like to send you information about Copeland products and services. If you register for a Service, you are granting Copeland permission to communicate with you by email. You agree to be bound by any affirmation, assent or agreement you transmit through the Services you access by computer or other electronic device, including internet, telephonic ,and wireless devices, including but not limited to any consent you give to receive communications from us solely through electronic transmission. You agree that, when in the future you click on an “I agree,” “I consent” or other similarly worded “button” or entry field with your mouse, keystroke, or other device, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature. Product Addendum This Product Addendum is incorporated into this EULA between you and Copeland and applies to VilterSelect. Privacy By using the Software, Products, or Services, you agree that you have read, agree with, and accept the terms of our Privacy Addendum to Copeland LP’s Global Privacy Notice, which is available at https://www.copeland.com/en-us/privacy-notice (“Privacy Addendum”) and is incorporated in this EULA by reference. Warranties; Disclaimer of Warranties Unless expressly provided otherwise, any warranty Copeland provides for a VilterSelect and related products is limited and subject to the terms and conditions of the warranties provided on its Website available at https://www.copeland.com/en-us/terms. THE SERVICES SHOULD NOT BE USED AS AN ALARM OR ALERT TO (I) PROTECT AGAINST THE LOSS OF PERSONAL PROPERTY, (II) BE USED FOR MEDICALLY RELATED PURPOSES OR APPLICATIONS, OR (III) BE USED FOR PERSONS WITH HEIGHTENED SENSITIVITIES TO HEAT AND COLD. Eligibility You must be a licensed HVAC technician or other HVAC support personnel to use the Software.