Thank you for choosing BuzzBot Vending LLC. Before using any BuzzBot vending machine software, connected machine features, dashboard, documentation, or related services, please review this End User License Agreement carefully. This EULA explains the terms under which BuzzBot Vending LLC grants access to its licensed system, including related software, hardware, documentation, and services.
NOTICE: READ THESE TERMS AND CONDITIONS CAREFULLY
Last updated and effective as of: 05/04/26
This is a legal agreement between each user that accepts this EULA, each referred to as a “Licensee,” and BuzzBot Vending LLC, referred to as “Licensor” or “BuzzBot.” Licensor licenses, sells, leases, or otherwise makes available BuzzBot vending machines, referred to as the “Machine,” and associated or incorporated hardware and software made available with this EULA, including without limitation associated computer software, firmware, dashboards, media, printed materials, online materials, and electronic documentation, referred to as the “Software” and “Documentation.” The Software and Documentation are collectively referred to as the “Licensed System.” Licensor provides Licensee the right to access and use the Licensed System only pursuant to the terms of this EULA. For purposes of this EULA, the term “Affiliate” means a person or entity controlling, controlled by, or under common control with a stated party.
Recitals
A. The Machine and Licensed System are available through Licensor directly. Licensor provides the Machine and Licensed System to Licensee for commercial use. The right to access and use the Licensed System is subject to acceptance of this EULA by Licensee and the terms and conditions set forth herein. Notwithstanding the foregoing, with respect to the sale, lease, financing, or placement of a Machine, Licensor and Licensee may enter into a separate agreement, invoice, order form, or purchase document, and in such instances, Licensee agrees to be bound by the terms of such document in addition to the obligations outlined in this EULA.
B. The Licensed System is protected by applicable federal, state, local, and foreign laws, rules, regulations, and treaties, including without limitation United States and foreign copyright laws, trademark laws, trade secret laws, and other intellectual property laws.
Now, therefore, in exchange for the mutual promises set forth in this EULA, and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Software Access and License
a. Grant of License
Subject to Licensee’s acceptance of and compliance with this EULA, Licensor grants Licensee, for the term of this EULA as set forth in Section 2, a limited, non-exclusive, non-transferable, non-assignable, revocable license for Licensee’s business purposes to access and use the Licensed System pursuant to this EULA, including any Documentation.
b. System Fee
The fee for the Machine and Licensed System, including the subscription fee for any Software included in the Licensed System, is payable on a per-Machine basis and shall be as set forth on Licensor’s invoice, quote, order form, website, or other written purchase document, referred to as the “Fee.” The Fee is net and is not subject to trade discounts or other deductions unless expressly approved by Licensor in writing. The Fee is not inclusive of local, state, federal, or foreign taxes, shipping costs, payment processing fees, duties, special packaging, insurance, or other charges, referred to as “Applicable Taxes and Surcharges,” which, when applicable, shall be paid by Licensee.
2. Subscription Term, Suspension, and Termination
a. Term
Unless terminated earlier as permitted under this EULA, this EULA shall remain in effect for so long as Licensee, or the entity purchasing subscriptions on Licensee’s behalf, has at least one active Software subscription or otherwise maintains access to the Licensed System, referred to as the “Term.” Software subscriptions are purchased on a per-Machine basis. Each Machine may include a complimentary one (1) year subscription effective as of the initial purchase, lease, activation, or delivery date, unless otherwise stated in writing by Licensor. Thereafter, for each Machine, Software subscriptions may be renewed by submitting to Licensor the then-current renewal fee through Licensor’s then-current renewal process.
b. Termination
Without prejudice to any other rights, Licensor may terminate this EULA, in whole or in part, immediately upon delivery of written notice of termination to Licensee if Licensee fails to comply with any of the terms and conditions of this EULA.
c. Suspension
Notwithstanding the termination right available to Licensor under Section 2(b), Licensor may immediately suspend Licensee’s access to the Licensed System if Licensee: (a) fails to pay any Fee in accordance with the timeline provided in the applicable invoice, quote, order form, or agreement; or (b) engages in any unauthorized use or access, including abuse, misuse, or impermissible activity in connection with the Machine or Licensed System.
d. Effect of Termination
In the event of termination of this EULA, the license granted hereunder shall terminate and Licensee shall immediately cease accessing and using the Licensed System. Termination of this EULA shall be without prejudice to any other right or remedy to which Licensor may be entitled under this EULA or applicable law. Termination shall not relieve Licensee from obligations arising hereunder before termination, including payment obligations, or from obligations that survive termination.
3. Ownership and Use Restrictions
a. Ownership of Intellectual Property
In connection with the license of the Licensed System by Licensor to Licensee hereunder, the parties acknowledge and agree that Licensor is not selling to Licensee, and Licensee is not acquiring, any right, title, or interest in or to any patents, copyrights, trade secrets, trademarks, service marks, trade names, company names, software, documentation, business methods, designs, systems, processes, or other intellectual property associated with the Licensed System, collectively referred to as “Licensor Intellectual Property.” Licensee is granted only a non-exclusive, non-transferable, non-assignable, non-sublicensable, royalty-free, revocable license to use the Licensed System in the form provided by Licensor and for no other purpose. Licensee shall use the Licensed System strictly in accordance with this EULA and any additional Licensor standards, policies, and procedures specified by Licensor from time to time.
b. Restrictions on Use
Licensee shall not:
(i) make the Licensed System available to, or use the Licensed System for the benefit of, anyone other than Licensee, except as expressly permitted in this EULA;
(ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide access to or use of the Licensed System or any features or functionality of the Licensed System, for any reason, to any other person or entity, including any subcontractor, independent contractor, affiliate, service provider, venue, or third party, whether or not over a network and whether or not on a hosted basis;
(iii) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Licensed System or any part thereof;
(iv) reverse engineer, decompile, or disassemble the Licensed System, except and only to the extent such activity is expressly permitted by applicable law;
(v) interfere with or disrupt the integrity, security, or performance of the Licensed System;
(vi) copy the Licensed System or any part, feature, or function thereof;
(vii) combine the Licensed System or any part thereof with, or incorporate the Licensed System or any part thereof in, any other program, platform, service, or system without Licensor’s written approval;
(viii) export, operate, or use the Licensed System in violation of any U.S. law or any applicable federal, state, local, tribal, or foreign law, including laws relating to nicotine, tobacco, electronic nicotine delivery systems, age-restricted products, vending machines, payment processing, privacy, or consumer protection;
(ix) remove, delete, alter, or obscure any trademark, copyright, patent, serial number, software notice, or other proprietary rights notice included on or in the Licensed System, including any copy thereof;
(x) use the Licensed System in a manner that infringes, misappropriates, or violates the intellectual property, proprietary, privacy, contractual, or other rights of any third party;
(xi) use the Licensed System for competitive analysis, the development of a competing software product or service, or any other purpose that is to Licensor’s commercial disadvantage; or
(xii) access or use the Licensed System in any manner inconsistent with this EULA.
c. Additional Obligations
(i) Licensee shall comply in full with all federal, state, local, tribal, and foreign laws, rules, regulations, and ordinances in connection with Licensee’s access to and use of the Machine and Licensed System, including but not limited to any laws pertaining to age verification, privacy, vending machines, and the sale of vapes, tobacco, nicotine, electronic nicotine delivery systems, and other regulated or age-restricted products.
(ii) The Licensed System may be accessed and used only in a form and manner approved by Licensor in its sole discretion, and only in accordance with the terms and conditions of this EULA.
(iii) Licensee acknowledges that the Machine and Licensed System may be used to provide certain services and/or products to Licensee’s customers, referred to as “Customers.” For clarity, Licensee shall be solely responsible for its Customers, including their use of, purchase from, or interaction with the Machine or Licensed System.
4. Delivery Inspection and Defect Claims
Licensee agrees to accept delivery of the Machine upon opening the packaging unless it does not conform to the written description provided by Licensor or is materially defective. Claims for rejected material on account of errors, shortages, damage, or defective material, in order to be considered by Licensor, must be made in writing by Licensee to Licensor within five (5) days after delivery of the Machine. All Machines delivered shall be conclusively deemed accepted and conforming unless rejection is made or notice of nonconformity is given in writing within such five (5) day period.
Licensor will not accept return of any Machine for credit, refund, or replacement without Licensor’s prior written authorization. If a Machine appears defective, Licensee shall discontinue its use and notify Licensor promptly so that Licensor may investigate. Licensor will not allow any claim for labor or expense occasioned by the use of a defective Machine, nor be responsible for damage beyond Licensor’s price of the defective Machine, except to the extent required by applicable law or an express written warranty issued by Licensor. If Licensor and Licensee are unable to reach settlement of any claim relating to Machines covered hereby, Licensee must institute legal action against Licensor within one (1) year after such claim arises and, thereafter, all such claims shall be barred to the maximum extent permitted by law, notwithstanding any statutory period of limitations to the contrary.
5. Authorized Returns
Machines to be returned will be accepted only if such return is authorized by Licensor in writing. Machines returned under such authority will be subject to Licensor’s inspection. If found saleable without requiring reconditioning, repair, replacement parts, cleaning, or further work, credit may be issued in an amount determined by Licensor. No credit will be issued on Machines failing to pass inspection or for Machines produced, modified, configured, or customized to meet Licensee’s specifications.
6. Customer and Operator Data
a. Licensee Data Defined
For purposes of this EULA, “Licensee Data” refers to any information, data, images, content, product information, pricing, advertisements, coupon codes, machine location information, customer information, transaction information, or other information either provided by Licensee to Licensor in connection with the Licensed System or uploaded, entered, collected, or transmitted by Licensee or Customer through the Licensed System. For clarity, as between the parties, Licensee shall: (y) own all rights, title, and interest in and to Licensee Data; and (z) have the exclusive responsibility and liability for Licensee Data.
b. Licensee Representations
Licensee represents and warrants that: (i) Licensee has the right to use, distribute, display, upload, transmit, and/or otherwise provide Licensor with Licensee Data through the Licensed System, including through the Software; (ii) Licensee Data will not infringe, misappropriate, or violate the intellectual property rights, privacy rights, publicity rights, or other rights of any third party; and (iii) Licensee Data and Licensor’s permitted use thereof will not violate any federal, state, local, tribal, or foreign laws, regulations, rules, or ordinances.
c. License to Licensee Data
Licensee grants to Licensor, and Licensor accepts from Licensee, a worldwide, non-exclusive, royalty-free, irrevocable license to access, store, copy, display, use, transmit, process, and monitor Licensee Data for the benefit of Licensee and/or the provision of services to Licensee pursuant to this EULA, including providing dashboard access, alerts, troubleshooting, support, maintenance, and system monitoring. For avoidance of doubt, said license grants Licensor the right to monitor all use of the Licensed System by Licensee, including for purposes of determining compliance with the obligations and restrictions set forth in this EULA.
d. Anonymized and Aggregated Data
Notwithstanding anything to the contrary, Licensee authorizes Licensor to: (i) anonymize Licensee Data and combine it with data from other customers into a new aggregate dataset; and (ii) use such anonymized Licensee Data as a component of such aggregate dataset for any legal business purpose, including without limitation analytics, reporting, system improvement, product development, benchmarking, and distribution to third parties, provided such data does not personally identify Licensee or Licensee’s Customers.
e. Removal of Licensee Data
Licensor reserves the right to remove any Licensee Data from the Licensed System, in its sole discretion, that violates or has the potential to violate this EULA, applicable law, third-party rights, or Licensor’s policies.
7. BuzzBot Content and Display Materials
a. Licensor Data Defined
For purposes of this EULA, “Licensor Data” refers to any information, data, images, content, banners, welcome screens, screensavers, software content, system messages, videos, promotional messages, documentation, templates, product photos, training materials, marketing materials, or other materials either provided by Licensor to Licensee in connection with the Licensed System or uploaded by Licensor to the Licensed System. Licensor Data excludes Licensee Data. As between the parties, Licensor owns all rights, title, and interest in and to Licensor Data. Licensor shall have exclusive control and discretion with respect to Licensor Data, including the timing and manner in which Licensor Data is displayed on or through the Licensed System. Licensee shall have no rights in Licensor Data and shall not modify, remove, sell, redistribute, or otherwise exploit Licensor Data except for the sole purpose of displaying or using it as permitted by Licensor in connection with the Licensed System.
For clarity, Licensor does not guarantee that any physical Machine will include BuzzBot branding, logos, wraps, decals, or visible company marks. Some Machines may be sold, shipped, or operated without BuzzBot branding on the exterior. This does not limit Licensor’s rights in its name, trademarks, software, documentation, content, website materials, product photos, business materials, or other Licensor Intellectual Property.
b. Advertisement Rights
Unless allocation of advertising and promotional rights is otherwise expressly addressed in the applicable purchase order, invoice, or written agreement, Licensor, in its sole discretion, shall have the right to: (i) upload and display advertisements, system messages, and promotional messages on or through the Licensed System; and (ii) subject to Section 7(c), allocate time or space for Licensee to upload and display Licensee’s own advertisements and promotional messages on or through the Licensed System. Any data, image, audio, video, or other information uploaded or provided by Licensor for advertisement or promotional purposes shall be treated as Licensor Data.
c. Licensee Advertisements
To the extent expressly stated in the applicable purchase order, invoice, written agreement, or otherwise permitted by Licensor, Licensee may upload and display its own advertisements or promotional messages on or through the Licensed System for Customers in accordance with requirements set forth by Licensor, including the nature, frequency, timing, and manner in which such advertisements are displayed. Any data, images, audio, video, product information, coupon code, or other information uploaded by Licensee for advertisement or promotional purposes shall be treated as Licensee Data.
8. Warranty Disclaimer
Except as otherwise expressly set forth in this EULA or in a written warranty issued by Licensor, access to and use of the Machine and Licensed System, including any Software incorporated therein or any support services provided, including without limitation troubleshooting, software updates, patches, setup assistance, training, and related support, is provided on an “as is,” “as available,” and “with all faults” basis.
Except as otherwise expressly set forth in this EULA or in a written warranty issued by Licensor, no warranty or condition, express or implied, is made with respect to the Machine or Licensed System or any support services provided, including without limitation the implied warranties of merchantability, fitness for a particular purpose, non-infringement, title, quiet enjoyment, quiet possession, correspondence to description, or uninterrupted operation.
Licensor does not represent or warrant that the Licensed System, Machine, Software, or any support services provided will be timely, uninterrupted, error-free, legally compliant for Licensee’s intended use, or that the Machine or Licensed System will meet Licensee’s business requirements. Licensor disclaims all liability for damages caused by business interruption, loss of sales, loss of profits, downtime, or loss of Licensee Data.
For avoidance of doubt, the Machine or Licensed System may offer or include functionality through third-party software, hardware, products, or services, including without limitation third-party payment processing, card readers, age-verification software, ID scanning tools, cellular service, internet service, banking services, and merchant services, collectively referred to as “Third-Party Systems.” Such Third-Party Systems are governed by separate terms and conditions, and Licensee is solely responsible for reviewing and complying with such separate terms and conditions. Licensor does not accept responsibility for such Third-Party Systems. Licensor shall not be responsible, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with Licensee’s use of or reliance upon any Third-Party System.
9. Limits on BuzzBot Responsibility
a. Liability Cap
Licensee’s sole and exclusive remedy with respect to any breach of this EULA by Licensor or any dissatisfaction by Licensee with respect to the Machine or Licensed System is to discontinue operating, accessing, and using the Machine or Licensed System. In no event shall Licensor’s total liability arising in connection with or under this EULA, whether under theories of breach of contract, tort, misrepresentation, fraud, warranty, negligence, strict liability, or any other theory of law, exceed the total Fees actually paid to Licensor by Licensee during the twelve (12) month period immediately preceding the event giving rise to such liability. The foregoing limitations, exclusions, and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails of its essential purpose.
b. Limitation of Liability
Notwithstanding anything to the contrary contained in this EULA, neither Licensor nor any of its Affiliates, officers, directors, employees, contractors, agents, representatives, owners, members, successors, or assigns shall, under any circumstances, be liable to Licensee or any other person, firm, or entity, whether in an action arising from contract, tort, or other legal theory, for special, incidental, consequential, exemplary, punitive, indirect, or similar damages resulting from the access to, use of, operation of, or inability to use the Machine or Licensed System, or otherwise, however caused, including without limitation lost profits, lost sales, business interruption, loss of data, loss of goodwill, lost opportunity, chargebacks, refunds, customer claims, or venue-related losses.
10. Misuse, Unauthorized Use, and Damage
Notwithstanding anything to the contrary contained in this EULA, Licensee shall not be entitled to any remedy under this EULA or otherwise, and Licensor shall have no liability whatsoever, if any defect, deficiency, error, or problem with the Machine or Licensed System arises from or results from violation of this EULA by Licensee or any employee, agent, volunteer, contractor, Affiliate, representative, successor, assign, venue, or other party acting on behalf of or in connection with Licensee, or from accident, abuse, misapplication, abnormal or unauthorized installation, operation, access, or use of the Machine or Licensed System by Licensee or any employee, agent, contractor, representative, successor, assign, venue, or other related party.
11. BuzzBot Intellectual Property
a. General
The Licensed System and all Licensor Intellectual Property are the intellectual property of and are owned by Licensor and/or its licensors. The structure, design, organization, software, documentation, systems, processes, and content of the Licensed System are the exclusive property, valuable trade secrets, and confidential information of Licensor and/or its licensors. Title to the Licensed System shall at all times remain with Licensor and/or its licensors. Except as expressly stated herein, this EULA does not grant Licensee any intellectual property rights in the Licensed System, or any component or element thereof, and all rights not expressly granted to Licensee are reserved to and retained by Licensor and/or its suppliers. Notwithstanding anything contained in this EULA to the contrary, Licensor reserves the right to make available, distribute, release, modify, or discontinue the Licensed System under different license terms at any time.
b. Marks
Licensee shall ensure that it utilizes any trademarks, service marks, trade names, logos, domain names, or company names of Licensor, collectively referred to as “Marks,” and all other Licensor Intellectual Property in a manner that complies with the intellectual property rights of Licensor and this EULA. Licensee agrees to comply with all federal, state, local, and foreign laws, rules, regulations, and treaties pertaining to the proper use and designation of marks in any country where the Marks could be in commerce. Licensee agrees not to: (i) use the Marks as any trade name, corporate name, social media name, or internet domain name; (ii) use the Marks in conjunction with any other marks in a manner that may cause confusion; or (iii) use the Marks in any manner not approved by Licensor in writing.
Licensee agrees that Licensor is the exclusive owner of the Marks and all goodwill associated therewith, and of all other content provided to Licensee by Licensor, including without limitation logos, graphics, colors, color combinations, works of authorship, audio works, visual works, and other content and materials. Any authorized use of the Marks by Licensee shall inure to the benefit of Licensor. Licensee shall have no rights to the Marks or any confusingly similar variation thereof. Licensee acknowledges the validity of the Marks and agrees not to challenge the validity or enforceability of the Marks. During the term of this EULA and thereafter, Licensee agrees that it will not impair Licensor’s rights in the Marks or the goodwill of the business connected with such Marks. Licensee shall promptly notify Licensor of any known or suspected infringement, imitation, or misuse of the Marks.
c. Licensee Obligations
Licensee agrees to notify Licensor immediately of any pirating, infringement, imitation, unauthorized copying, or misuse of the Licensed System, Licensor Intellectual Property, or Marks of Licensor that comes to Licensee’s attention during the Term.
12. Customer Responsibility for Claims
Licensee shall indemnify, defend, and hold harmless Licensor and its Affiliates, employees, agents, officers, directors, members, managers, representatives, successors, and assigns from and against any loss, liability, cause of action, claim, demand, cost, or expense, including reasonable attorneys’ fees, arising from, arising in connection with, or related to: (i) the breach of this EULA by Licensee; (ii) Licensee’s use of any Third-Party System; (iii) the acts and omissions of Licensee and its Affiliates, employees, agents, representatives, contractors, venues, or other related parties, individually a “Licensee Affiliated Party” and collectively the “Licensee Affiliated Parties,” in connection with access to and use of the Machine or Licensed System; (iv) the violation, infringement, or misappropriation by Licensee or any Licensee Affiliated Party of the intellectual property, proprietary, privacy, publicity, contractual, or other rights of any third party; (v) violation by Licensee and/or Licensee Affiliated Parties of Section 20, Compliance with License and Laws; (vi) Licensee Data, including violation of the obligations set forth in Section 6 by Licensee or Licensee Affiliated Parties; (vii) non-payment of Applicable Taxes and Surcharges by Licensee; (viii) any claims brought against Licensor by Customers or third parties in connection with such Customer’s access to or use of the Machine or Licensed System; and (ix) gross negligence, intentional misconduct, fraud, or unlawful conduct by Licensee or Licensee Affiliated Parties.
If any claim is commenced against Licensor under this paragraph, Licensor will provide notice of the claim and copies of related documentation to Licensee, and Licensee will assume control of the defense of such claim at its cost and expense. Notwithstanding the foregoing, Licensee will not settle any claim in any way that assesses blame against Licensor or provides a remedy other than the payment of money without Licensor’s prior written consent. Such notice of claim and related documentation will be provided as promptly as possible; provided, however, Licensee shall not be relieved of its indemnification obligations unless failure to provide prompt notice results in actual prejudice to Licensee, and then only to the extent of such prejudice. Licensor may, at its own cost and expense, participate through its attorneys or otherwise in the investigation, trial, defense, and appeal of such claim. In such case, Licensee will reasonably cooperate with Licensor’s attorneys. For avoidance of doubt, Licensee Affiliated Parties shall include any third party for which Licensee purchases a subscription, provides access to the Licensed System, or permits use of the Machine or Licensed System.
13. Export Rules
Licensee agrees that access to and use of the Licensed System will not be provided by Licensee or any employee or agent of Licensee to any person, entity, or country to which access, use, exports, or shipments are barred by the United States government. Further, the Licensed System will not be shipped, transferred, exported, accessed, or used by Licensee or any employee, agent, or representative of Licensee in any country or manner prohibited by the United States Export Administration Act or any other export laws, restrictions, or regulations, collectively the “Export Laws.” If the Licensed System is identified as export-controlled under the Export Laws, Licensee represents and warrants that Licensee is not a citizen of, organized under the laws of, or located within an embargoed nation and is not otherwise prohibited under the Export Laws from receiving access to or using the Licensed System. All rights to access and use the Licensed System are granted on condition that such rights are forfeited if Licensee fails to comply with this section.
14. Governing Law and Venue
This EULA is governed, construed, and enforced in accordance with the laws of the State of Oklahoma, without giving effect to principles of conflicts of laws. Jurisdiction and venue for all actions arising under or relating to this EULA shall be in the federal and state courts located in the State of Oklahoma, unless applicable law requires otherwise. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this EULA.
15. Entire Agreement
This EULA and any Documentation, together with any applicable invoice, quote, order form, purchase document, written warranty, or separate written agreement between Licensor and Licensee, constitute the entire agreement between Licensee and Licensor relating to the subject matter of this EULA and supersede all prior or contemporaneous oral or written communications, proposals, and representations with respect to the subject matter of this EULA.
16. Notices and Questions
All notices and demands hereunder shall be in writing and shall be served by personal service, electronic mail, or by mail at the address of the receiving party set forth in this EULA or at such different address as may be designated by written notice to the other party. All notices or demands by mail shall be by certified or registered mail, return receipt requested, or by nationally recognized private express courier and shall be deemed complete upon receipt.
If Licensee has any questions concerning this EULA, or desires to contact Licensor for any reason, Licensee may contact Licensor at:
The initial Licensee contact address for purposes of this section shall be the address provided when establishing an account for the Software or purchasing, leasing, activating, or registering the Machine.
17. Confidentiality
Licensee acknowledges that Licensee or a Licensee Affiliated Party may receive or become aware of confidential information, including trade secrets, of Licensor. The term “Confidential Information” means all trade secrets or confidential or proprietary information of either party relating to such party’s business and technology, including without limitation products, customer lists, business development and marketing plans, intellectual property, proprietary processes, financial information, Documentation, software information, supplier information, pricing information, machine sourcing, product recommendations, operating strategies, placement methods, internal documents, branding systems, business processes, and any document or communication between the parties that is specifically designated as confidential or that is reasonably understood to be confidential given the nature of the information and the circumstances of disclosure.
Licensee agrees to maintain and protect, and cause all Licensee Affiliated Parties to maintain and protect, the confidentiality of all Confidential Information of which it becomes aware and not disclose Confidential Information to any third party, except as required by law or to Licensee Affiliated Parties who have a need to know such Confidential Information for purposes of the license granted hereunder. Licensee shall preserve and protect, and cause all Licensee Affiliated Parties to preserve and protect, the confidentiality of such Confidential Information using the same degree of care used to protect its own trade secrets and confidential information, but never less than reasonable care.
Further, Licensee shall not use or disclose, and shall cause all Licensee Affiliated Parties not to use or disclose, any Confidential Information for any purpose not permitted by this EULA. Licensee agrees to formulate and adopt appropriate safeguards in light of its own operating activities to ensure protection of the confidentiality of all Confidential Information of which it becomes aware.
The restrictions on disclosure set forth above shall not apply when, and to the extent that, Confidential Information: (a) is part of the public domain through no action or failure to act by Licensee; (b) is made available to the general public by Licensor or a third party lawfully in possession of such information, not as a result of any action or failure to act by Licensee; (c) was previously known to Licensee free of any obligation to keep it confidential; (d) is subsequently disclosed to Licensee free of any obligation to keep it confidential; or (e) is independently developed by Licensee or a third party other than in breach of this EULA.
In addition, Licensee will not be considered to have breached this section to the extent Confidential Information is required to be disclosed by court order, governmental order, subpoena, or applicable law, provided Licensee, to the extent practicable, advises Licensor in writing prior to making such disclosure so that Licensor may object to such disclosure, take action to ensure confidential treatment of the Confidential Information, or take other action to protect the Confidential Information. Violations of this section are likely to cause irreparable harm, and Licensor may seek immediate injunctive relief without the need to post bond to the maximum extent permitted by law.
18. Dispute Resolution
The parties will attempt to settle any claim or controversy arising out of this EULA through consultation and negotiation in good faith in a spirit of mutual cooperation. If those attempts fail, the dispute will be mediated by a mutually accepted mediator to be chosen by the parties within forty-five (45) days after written notice by either party to the other demanding mediation. No party may unreasonably withhold consent to selection of a mediator. The parties will share the cost of mediation equally.
By mutual agreement, the parties may postpone mediation until limited discovery about the dispute has been completed. The parties may also agree to replace mediation with another form of alternative dispute resolution. Any dispute that cannot be resolved through negotiation, mediation, or another agreed alternative dispute resolution process within one hundred eighty (180) days following the initial demand may then be submitted to the courts for resolution in accordance with Section 14.
Nothing in this section prevents a party from resorting to judicial proceedings if: (a) interim, injunctive, or other equitable relief is necessary to prevent serious and irreparable injury to one party or others; or (b) litigation must be filed before the running of the applicable statute of limitations. The use of any alternative dispute resolution procedure will not be construed to affect adversely the rights of either party. All alternative dispute resolution procedures shall be confidential to the maximum extent permitted by law.
19. Force Majeure
Licensor shall not be responsible for delays or failure of performance resulting from acts beyond the reasonable control of Licensor. Such acts include, but are not limited to, acts of God, strikes, walkouts, labor shortages, riots, acts of war, epidemics, pandemics, failure of suppliers to perform, manufacturer delays, shipping delays, customs delays, governmental regulations, regulatory changes, power failures, internet failures, telecommunications failures, payment processor outages, earthquakes, natural disasters, and other events beyond Licensor’s reasonable control.
20. Compliance with License and Laws
Licensee shall comply with, and shall cause all Licensee Affiliated Parties to comply with, all federal, state, local, tribal, and foreign laws, regulations, rules, ordinances, licenses, permits, tax requirements, and venue requirements in connection with access to and use of the Machine and Licensed System, including but not limited to any laws pertaining to privacy, age verification, vending machines, sale of nicotine, sale of tobacco, sale of electronic nicotine delivery systems, vape products, regulated products, payment processing, and consumer protection.
If any part of this EULA is determined to violate any applicable federal, state, local, tribal, or foreign law, rule, or regulation, the remaining provisions shall remain in full force and effect and shall be enforced to the fullest extent permitted by law. The parties agree to negotiate in good faith revisions to any provision determined to be in violation. If the parties are unable to agree to modified terms required to bring the EULA into compliance, either party may terminate this EULA upon not less than ten (10) days’ prior written notice to the other party.
21. Updates to the EULA
Licensor reserves the right, in its sole and absolute discretion, to revise, update, change, modify, add to, supplement, or delete terms of this EULA for security, legal, best practice, business, operational, software, or regulatory reasons. Such changes will be effective with or, as applicable, without prior notice to Licensee, to the maximum extent permitted by law. Licensee is responsible for checking the most current version of this EULA as made available by Licensor. Licensee’s continued use of the Licensed System following any revision constitutes Licensee’s acceptance of such changes.
22. Survival
Sections 1(b), 2(d), and Sections 4 through 25 shall survive termination or expiration of this EULA for any reason.
23. Headings
The titles and headings of the various sections and paragraphs in this EULA are intended solely for reference and are not intended for any other purpose, nor to explain, modify, or place any construction on the provisions of this EULA. The opening paragraphs and Recitals to this EULA are incorporated herein.
24. Forms
No provisions in either party’s purchase orders, invoices, business forms, acknowledgments, or other documents will supersede the terms and conditions of this EULA unless expressly agreed in writing by Licensor.
25. Waiver, Assignment, and Transfer
A waiver of any provision of this EULA shall only be effective if made in writing and signed or approved by the party against which the waiver is claimed. This EULA may not be assigned by Licensee without the prior written consent of Licensor. This EULA may be assigned by Licensor, by operation of law or otherwise, without the consent or approval of Licensee or any other person, firm, or entity.
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