POLICIES & CERTIFICATES

By accessing, downloading, installing or using the Software in any way, you agree to be bound by this License. If you do not agree to this License, you shall not access, download, install or use the Software.

2. DEFINITIONS

For purposes of this License:

“Teltonika” means UAB TELTONIKA IoT GROUP, a private limited liability company, duly formed and operating under the laws of the Republic of Lithuania, registered number 124429895, with the registration address at: Ditvos street 6, LT-02121 Vilnius, Lithuania, address for correspondence: Saltoniškių street 14, LT-08126 Vilnius, Lithuania, official e-mail: info@teltonika.lt and any group (affiliated) company, operating under the “Teltonika” name or brand which develop, manufacture, or provide electronic devices, software, Internet of Things (IoT), networking, or related technologies (as applicable).

“Software” means the proprietary software, firmware, scripts, libraries, modules, interfaces, irrespective whether in executable form or not, and related documentation made available by Teltonika and / or its affiliates under this License, including any updates, patches, bug fixes, or upgrades made available by Teltonika and / or its affiliates, unless accompanied by separate license terms.

“Device” means a hardware device manufactured by or for Teltonika and / or its affiliates and as expressly authorized by Teltonika for use with the Software.

“OSS Components” means any third-party open-source software components included in, distributed with, called by, linked to, integrated in or otherwise used with the Software, and licensed under their own separate applicable open-source license terms.

3. LICENSE GRANT

Subject to your strict compliance with this License, Teltonika grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable, free-of-charge license, provided you comply with the following conditions, to:

install and use the Software solely in object code form;
use the Software solely on or with a Device during its supported lifecycle;
use the Software solely for its intended purposes as specified by the Teltonika.

No rights are granted except those expressly stated in this License.

4. RESTRICTIONS

Except to the extent expressly permitted by applicable law, you shall not, and shall not permit or assist any third party to (including but not limited to):

modify, adapt, integrate, translate, enhance, or create derivative works of the Software;
reverse engineer, decompile, disseminate, disassemble, decode, or otherwise attempt to derive or access the source code, structure, sequence, organization, underlying ideas, algorithms, or interfaces of the Software;
copy, distribute, publish, disclose, sublicense, assign, transfer, sell, resell, lease, rent, lend, and / or otherwise make the Software available to any third party;
use the Software on, with, or for non-Teltonika hardware, systems, or products, unless Teltonika expressly authorizes such use in writing;
remove, alter, suppress, or obscure any copyright, trademark, confidentiality, or other proprietary notice;
circumvent or interfere with any technical restrictions, protection mechanisms, access controls, or usage limitations in the Software;
use the Software in any manner not expressly permitted by this License.

5. OWNERSHIP

The Software is licensed, not sold.

Teltonika and/or its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights therein and thereto.

This License grants no ownership rights and no rights to Teltonika’s names, trademarks, logos, trade dress, or other branding.

6. OPEN-SOURCE SOFTWARE

The Software may include, be distributed with, or interact with OSS Components.

All OSS Components are provided on an “AS IS” basis under their respective open-source license terms, and Teltonika disclaims all warranties, liability, and obligations with respect to such OSS Components to the maximum extent permitted by law.

Such OSS Components are licensed to you exclusively under the respective applicable open-source license terms, and not under this License. Nothing in this License limits, restricts, or supersedes any rights that you may have under the applicable license terms governing such OSS Components and shall not be interpreted otherwise. For avoidance of doubt, any of the restrictions set in this License with respect to the Software shall not apply to any OSS Components (or portions thereof), which shall be governed solely by their applicable open-source license terms.

This License applies only to the proprietary portions of the Software owned or licensable by Teltonika, and only to the extent such proprietary portions are not subject to conflicting obligations under any applicable OSS license (in which case OSS terms shall prevail).

Where required by an applicable OSS license, the corresponding source code for the relevant OSS Components shall be made available in accordance with the requirements of that OSS license.

7. TELTONIKA COMMITMENTS

Unless Teltonika expressly agrees otherwise in a separate written agreement, Teltonika has no obligation to provide any maintenance, support, technical assistance, updates, upgrades, patches, fixes, or corrections for the Software.

Any update, upgrade, patch, fix, or new version that Teltonika may provide is provided voluntarily, may be discontinued at any time without notice of any kind, and will be deemed part of the Software unless accompanied by separate license terms.

8. DISCLAIMER OF WARRANTY

THE SOFTWARE IS PROVIDED FREE OF CHARGE, “AS IS”, “WITH ALL FAULTS”, AND “AS AVAILABLE.” UNLESS OTHERWISE AGREED BY THE TELTONIKA IN WRITING. THERE IS NO WARRANTY FOR THE SOFTWARE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. TELTONIKA PROVIDES THE SOFTWARE WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AVAILABILITY, SECURITY, ACCURACY, COMPATIBILITY, PERFORMANCE, OR RESULTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

Teltonika does not warrant that the Software:

will meet your requirements,
will operate uninterrupted or error-free,
will be secure or free from vulnerabilities,
will be compatible with any particular hardware, software, system, or environment,
will remain available,
or that any defects will be corrected.

You use the Software entirely at your own risk and are solely responsible for installation, use, configuration, integration, compliance, data protection, backup, and any consequences arising from use of the Software in accordance with License.

9. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, Teltonika and its affiliates, licensors, suppliers, and contractors shall have no liability whatsoever arising out of or related to this License or the Software.

Without limiting the foregoing, Teltonika shall not be liable for any indirect, incidental, special, punitive, exemplary, or consequential damages, or for any loss of profits, revenue, business, contracts, goodwill, data, use, expected savings, reputation, or business interruption, even if advised of the possibility of such damages.

If, notwithstanding the foregoing, Teltonika is held liable, Teltonika’s total aggregate liability arising out of or related to the Software or this License shall not exceed EUR 1 or, if a higher minimum liability is required under applicable law, such minimum amount, to the fullest extent permitted by law.

The exclusions and limitations in this Section apply regardless of the form of action, whether in contract, tort, strict liability, statute, or otherwise to the fullest extent permitted by the applicable law.

10. INDEMNITY

You shall defend, indemnify, and hold harmless Teltonika and its affiliates, licensors, suppliers, and contractors from and against any claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or related to (including but not limited to):

your use or misuse of the Software;
your breach of this License;
your violation of any applicable laws;
your infringement or misappropriation or other violation of any third-party rights.

11. TERMINATION

This License takes effect when you first access, download, install, copy, or use the Software and remains in effect for as long as you use the Software.

Teltonika may terminate this License immediately, without notice, with or without breach at any time at its sole discretion.

Upon termination, all rights granted to you under this License shall immediately cease, and you shall stop using the Software and destroy or permanently delete all copies of the Software in your possession or control, except to the extent retention is required by mandatory law. Your rights under this License terminate automatically if you fail to comply with its terms.

Any provisions of this License which by their nature are intended to survive termination shall survive termination of this License.

12. COMPLIANCE WITH LAWS

You shall comply with all applicable laws and regulations in connection with the Software, including export control, sanctions, re-export, anti-corruption, and data protection laws.

You represent and warrant that you are not prohibited from receiving or using the Software under applicable law.

13. Governing Law and Jurisdiction

This License shall be governed by and construed in accordance with the laws of the Republic of Lithuania, rules excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Any dispute arising out of or in connection with this License shall be subject to the exclusive jurisdiction of the courts of Lithuania.

Nothing in this License shall deprive any user acting as a consumer of any mandatory rights or protections granted under applicable law, including any mandatory rules relating to governing law, jurisdiction, or venue that cannot be waived or excluded by contract.

14. General

If any provision of this License is held unenforceable, the remaining provisions shall remain in full force to the maximum extent permitted by law.

Teltonika’s failure to enforce any provision of this License shall not constitute a waiver.

You may not assign or transfer this License or any rights under it without Teltonika’s prior written consent. Any attempted assignment in violation of this Section is void.

This License constitutes the entire agreement between you and Teltonika regarding the Software and supersedes all prior or contemporaneous understandings relating to the Software, except to the extent a separate written agreement expressly governs the same subject matter.