Effective Date: May 30, 2025

1. Introduction

Welcome to EyeOTmonitor (“Company,” “we,” “us,” or “our”). These Terms and Conditions (“Terms”) govern your access to and use of our website, applications, APIs, and related services (collectively, the “Services”). By registering for, accessing, or using our Services, you (“Customer,” “you,” or “your”) agree to be bound by these Terms and any policies referenced herein (e.g., our Privacy Policy, Acceptable Use Policy). If you do not agree with any part of these Terms, you must not use or access the Services.

2. Definitions

2.1 “Account” means the user credentials (username, password, or SSO token) you use to access the Services.
2.2 “Documentation” means any user guides, technical documentation, and help content we provide, whether in print or electronic form, that describe the features, functionality, or use of the Services.
2.3 “Customer Data” means all data, information, and content that you or your end users upload, submit, or store in the Services.
2.4 “Subscription” means an ongoing, paid license for access to and use of the Services under the terms in Section 4 (Subscription and Fees).
2.5 “Third-Party Services” means any software, hardware, or service not provided by EyeOTmonitor (e.g., cloud infrastructure, analytics tools, payment providers). Your use of Third-Party Services may be subject to additional terms and conditions imposed by those third parties.
2.6 “User Content” means any content, including text, images, video, audio, or other materials, that you or your end users submit, post, or otherwise make available through the Services.
2.7 “Confidential Information” means non-public information disclosed by one party to the other party in written, electronic, or oral form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

3. Acceptance of Terms

  1. Agreement. By (a) clicking “Accept,” “Agree,” or similar; (b) using or accessing the Services; or (c) signing a purchase order or ordering document that references these Terms, you acknowledge that you have read, understood, and agree to be bound by these Terms and our policies.
  2. Modifications. We may modify or update these Terms at any time in our discretion. We will post any revised version on our website or notify you by email. The revised Terms will be effective upon posting or as otherwise specified. Your continued use of the Services after the effective date of any changes constitutes acceptance of those changes. It is your responsibility to review these Terms periodically.

4. Subscription, Fees, and Payment

4.1 Subscription Plans.
a. We offer one or more subscription plans (“Plans”) that entitle you to access certain features of the Services for a recurring fee. Each Plan’s features, usage limits (e.g., number of monitored devices, data retention), and pricing are described in our order forms, pricing matrix, or online Pricing Page.
b. All fees are quoted and payable in U.S. dollars unless otherwise agreed in writing. Taxes (e.g., sales, VAT, GST) are your responsibility and will be added to your invoice where applicable.

4.2 Billing and Payment Terms.
a. Invoicing. We will invoice you in advance for the applicable subscription fees according to the billing frequency you select (e.g., monthly, annually). If you choose to prepay for a longer term (e.g., annual or multi-year), you may be eligible for a discount, as described in the applicable order form.
b. Payment Methods. You must provide valid credit card details, ACH/direct debit authorization, or another approved payment method. By providing payment information, you authorize us to charge all subscription fees and any applicable taxes.
c. Late Payments. If payment is not received by the due date, we may suspend or terminate your access to the Services and assess interest on overdue amounts at the lesser of 1.5% per month or the maximum amount permitted by law. You remain responsible for all amounts due under these Terms.
d. Price Changes. We may increase subscription fees at the end of each subscription term by providing notice at least 30 days before renewal. If you do not agree to the new pricing, you may terminate the affected subscriptions by providing written notice to us before the next renewal date.

4.3 Free Trial or Free Tier (if applicable).
a. We may offer a limited-duration, no-charge trial or a free tier of the Services (“Free Trial”). Unless otherwise specified, you may use the Free Trial for up to 30 days.
b. During the Free Trial period, you may not be charged any fees. After it expires, we will notify you and you must upgrade to a paid subscription or discontinue use. We are not obligated to store or maintain any data or functionality associated with expired Free Trial accounts.

4.4 Refunds and Cancellations.
a. All fees paid are non-refundable unless otherwise required by law or agreed in writing. If you cancel a Subscription, your account will remain active until the end of the then-current billing term and will not be renewed.
b. Early termination (other than due to our material breach) does not entitle you to a refund of prepaid fees.

5. License Grant and License Restrictions

5.1 License Grant. Subject to your compliance with these Terms and payment of all fees, EyeOTmonitor grants to you a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Term solely for your internal business purposes.

5.2 License Restrictions. You shall not, directly or indirectly:
a. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any part of the Services;
b. Modify, adapt, translate, create derivative works from, or combine the Services with any other software;
c. Rent, lease, lend, sell, redistribute, sublicense, or otherwise transfer rights to the Services;
d. Use the Services to provide service bureau, time-sharing, or other services to third parties;
e. Remove, obscure, or alter any proprietary notices or labels on the Services.

6. Account Registration, Security, and Access

6.1 Account Setup. To use certain features of the Services, you must register for an Account and designate one or more Administrators. During registration, you agree to provide accurate, current, and complete information and to update it as necessary.

6.2 Confidentiality. You are responsible for maintaining the confidentiality of your Account credentials, and for all activities that occur under your Account, whether authorized by you or not. You agree to notify us immediately upon becoming aware of any unauthorized use of your Account or any other breach of security.

6.3 Authorized Users. You may permit your employees, contractors, and agents (“Authorized Users”) to access the Services under your Account. You are responsible for ensuring that your Authorized Users comply with these Terms. “Authorized User” credentials count toward any license or usage limits in your Plan.

7. Acceptable Use and Customer Obligations

7.1 Acceptable Use Policy. You agree not to:
a. Use the Services in any way that violates applicable local, state, national, or international law or regulation;
b. Transmit any viruses, worms, defects, malware, or any code of a destructive or malicious nature;
c. Interfere with or disrupt the integrity or performance of the Services or third-party data contained therein;
d. Attempt to gain unauthorized access to the Services, other Accounts, or computer systems or networks connected to or used to provide the Services;
e. Use automated scripts or bots to access, monitor, or copy any content from the Services;
f. Use the Services to store or transmit infringing, libelous, defamatory, obscene, pornographic, abusive, or illegal content;
g. Upload, post, or otherwise transmit User Content that you do not have a right to make available under any law or contractual or fiduciary relationships (e.g., proprietary information of third parties).

7.2 Customer Responsibilities.
a. Compliance. You are responsible for ensuring that your use of the Services (including your Authorized Users) complies with these Terms and all applicable laws and regulations, including data privacy and security laws.
b. End User Notices. If you are collecting or processing personal data through the Services, you are responsible for obtaining any necessary consents and for providing all required notices to data subjects.
c. Third-Party Services. If you integrate or connect the Services with any Third-Party Service, you agree that any additional terms of such third party (including fees) apply, and you are solely responsible for compliance with those terms.
d. Equipment and Software. You must obtain, install, and maintain all hardware, software, and communications links necessary to access and use the Services, including up-to-date web browsers or mobile operating systems that meet our published minimum requirements.

8. Customer Data; Data Privacy & Security

8.1 Ownership. As between you and EyeOTmonitor, you retain all rights, title, and interest in and to your Customer Data. EyeOTmonitor does not claim any ownership in your Customer Data.

8.2 License to Customer Data. You grant EyeOTmonitor a worldwide, non-exclusive, royalty-free right to use, process, store, and display your Customer Data solely as necessary to provide, maintain, and improve the Services in accordance with these Terms and our Privacy Policy.

8.3 Data Privacy.
a. Privacy Policy. We process personal data as set forth in our Privacy Policy, which is incorporated here by reference. If you process personal data on behalf of any third party (e.g., your end users), you are a “Controller,” and EyeOTmonitor is a “Processor” (as defined under the EU General Data Protection Regulation (GDPR) or analogous privacy laws). The terms of our Data Processing Addendum (“DPA”), available at [insert link], govern our processing of personal data on your behalf.
b. Security Measures. We maintain administrative, technical, and physical safeguards designed to protect Customer Data against accidental or unlawful loss, access, or disclosure. These measures are described in our Security Overview, which is available upon request.

8.4 Data Retention and Deletion.
a. Retention. We will retain Customer Data for the duration of your subscription term and for up to 30 days after termination (unless you request earlier deletion). After that period, we may permanently delete or anonymize Customer Data.
b. Data Export. You can export your Customer Data through the export features provided in the Services. It is your responsibility to back up any Customer Data before your subscription ends.

9. Service Levels and Support

9.1 Service Level Commitment.
a. We aim to make the Services available 99.9% of the time, measured on a monthly basis, excluding scheduled maintenance and Force Majeure events (as defined in Section 17). If we fail to meet this Service Level (i.e., availability drops below 99.9%), you may be eligible to receive a credit against future subscription fees, as detailed in our Service Level Agreement (“SLA”).
b. To request a Service Level credit, you must submit a written request to support@eyeotmonitor.com within 30 days after the end of the month in which the outage occurred.

9.2 Support.
a. Standard Support. For active subscription customers, we provide email-based support and access to online documentation and knowledge base. Our typical response time is 24 business hours for priority issues and 48 business hours for non-priority issues.
b. Premium Support (if applicable). Certain plans or add-ons may include premium support options (e.g., dedicated technical account manager, faster SLAs). The exact scope and additional fees, if any, will be set forth in your order form.

10. Intellectual Property

10.1 Company IP. As between you and EyeOTmonitor, our name, logos, trademarks, and all intellectual property rights in and to the Services and Documentation (“Company IP”) remain our exclusive property or that of our licensors. No rights are granted to you other than as expressly set forth in these Terms.

10.2 Feedback. If you provide suggestions, enhancements, or feedback (“Feedback”), you grant EyeOTmonitor a perpetual, irrevocable, royalty-free, worldwide, transferable, sublicensable license to use, modify, and distribute that Feedback without restriction or compensation to you.

10.3 Third-Party Notices. The Services may include open-source or third-party components governed by their own licenses. Any such third-party license terms that are provided with the Services will apply in addition to these Terms.

11. Confidentiality

11.1 Confidential Information. During the term of this Agreement, each party (the “Disclosing Party”) may disclose Confidential Information to the other party (the “Receiving Party”). Confidential Information includes, without limitation, business plans, technical data, customer lists, trade secrets, pricing, and any other information reasonably understood to be confidential.

11.2 Obligations. The Receiving Party shall:
a. Use Confidential Information solely to perform its obligations or exercise its rights under these Terms;
b. Protect the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information (but in no event less than reasonable care);
c. Not disclose Confidential Information to any third party except as necessary to its employees, contractors, or agents who have a need to know and are bound by confidentiality obligations at least as restrictive as this Section 11.

11.3 Exclusions. Confidential Information does not include information that:
a. Is or becomes publicly known through no breach of these Terms by the Receiving Party;
b. Is rightfully received from a third party without breach of any confidentiality obligation;
c. Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information;
d. Is disclosed under court order or as otherwise required by law, provided that the Receiving Party gives prompt written notice to the Disclosing Party and cooperates reasonably in any efforts to limit the scope of the disclosure.

12. User-Generated Content

12.1 License to User Content. When you or your Authorized Users submit, post, or otherwise make available any User Content via the Services, you grant EyeOTmonitor and its affiliates a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to use, copy, modify, distribute, display, and create derivative works of that User Content solely to provide, maintain, and improve the Services.

12.2 Representations and Warranties. You represent and warrant that:
a. You own or control all rights in and to the User Content;
b. User Content complies with these Terms and applicable law;
c. User Content does not infringe or violate any third-party rights.

12.3 Removal of Content. We reserve the right (but are not obligated) to remove or disable access to any User Content for any reason, including if we believe that such content violates these Terms or applicable law.

13. Confidentiality of Customer Data; Privacy Policy

13.1 Privacy Policy. Our Privacy Policy (available at [insert link]) explains how we collect, use, and disclose personal information. By using the Services, you consent to our collection and use of personal information as described in the Privacy Policy.

13.2 GDPR, CCPA, and Other Privacy Laws. If you are subject to the EU GDPR or other applicable data protection laws, our Data Processing Addendum (“DPA”) (available at [insert link]) governs our processing of personal data on your behalf. If any provision of the DPA conflicts with these Terms, the DPA controls with respect to personal data processing.

14. Warranties; Disclaimers

14.1 Limited Warranty. EyeOTmonitor warrants that the Services, when used in accordance with these Terms and the Documentation, will substantially conform to the specifications set forth in the Documentation. This warranty is valid for the duration of your subscription to the Services.

14.2 Disclaimer of Other Warranties. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 14.1, THE SERVICES AND ALL FEATURES THEREIN ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. EYEOTMONITOR DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE IN TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED.

15. Limitation of Liability

15.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EYEOTMONITOR, ITS AFFILIATES, OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUES, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EYEOTMONITOR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES PAID BY YOU TO EYEOTMONITOR IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATION OF LIABILITY APPLIES EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

16. Indemnification

16.1 By You. You agree to indemnify, defend, and hold harmless EyeOTmonitor, its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, losses, damages, fines, penalties, and expenses (including reasonable attorneys’ fees) arising from or relating to:
a. Your use of the Services in violation of these Terms or applicable law;
b. Your infringement or violation of any intellectual property or other rights of any third party;
c. Your Customer Data or User Content;
d. Any third-party claims relating to your integration, customization, or use of Third-Party Services with the Services.

16.2 By EyeOTmonitor. EyeOTmonitor agrees to indemnify, defend, and hold harmless you from and against any losses, liabilities, or damages (including reasonable attorneys’ fees) arising from a third-party claim that the Services, when used as permitted under these Terms, infringe or misappropriate any U.S. intellectual property rights. This indemnification obligation is contingent on your (a) promptly notifying us in writing of the claim, (b) giving us sole control of the defense and settlement, and (c) providing all reasonable assistance.

17. Term and Termination

17.1 Term. These Terms commence on the Effective Date and remain in effect for the duration of any active subscription or until terminated as described below.

17.2 Termination for Convenience. You may terminate these Terms at any time by (a) discontinuing use of the Services and (b) letting your active subscription expire without renewal. No refund will be issued for unused fees.

17.3 Termination for Breach. Either party may terminate these Terms (or any portion thereof) immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach.

17.4 Suspension. We reserve the right to suspend your access to the Services immediately (and without prior notice) if you:
a. Fail to pay any amounts due under these Terms;
b. Violate the Acceptable Use Policy or any other material provision of these Terms; or
c. We believe it is necessary to prevent harm to the Services, our systems, or other customers.

17.5 Effects of Termination. Upon termination or expiration:
a. All rights granted to you under these Terms will immediately cease;
b. You must immediately cease all use of the Services;
c. We may permanently delete or anonymize your Customer Data (unless prohibited by law), except to the extent we must retain data for legal or regulatory purposes;
d. Sections 2 (Acceptance of Terms); 4.2.d (Price Changes); 5 (License Restrictions); 8.1–8.4 (Customer Data); 10 (Intellectual Property); 11 (Confidentiality); 12–13 (User Content & Privacy); 14–16 (Warranties, Liability, Indemnification); 17.5 (Effects of Termination); 18 (Force Majeure); 19 (Export Controls); 20 (Governing Law & Dispute Resolution); and 21 (General Provisions) will survive.

18. Force Majeure

Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labor disputes, or Internet service failures (“Force Majeure Event”). The affected party shall promptly notify the other party and use commercially reasonable efforts to resume performance.

19. Export Controls

You acknowledge that the Services, including any software provided hereunder, may be subject to U.S. export controls. You agree not to (a) export, re-export, transfer, or disclose any part of the Services (including any underlying technology) to prohibited countries, territories, or persons without obtaining any required U.S. or local government authorizations; or (b) use the Services for any purpose prohibited by U.S. export laws.

20. Governing Law and Dispute Resolution

20.1 Governing Law. These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of law principles.

20.2 Jurisdiction and Venue. Except as provided in Section 16 (Indemnification) for third-party claims, any legal suit, action, or proceeding arising out of or relating to these Terms must be instituted exclusively in the state or federal courts located in Denver County, Colorado. You and EyeOTmonitor consent to personal jurisdiction and venue in those courts.

20.3 Informal Dispute Resolution. Before filing any lawsuit, the parties agree to attempt to resolve any dispute informally. The complaining party shall provide written notice describing the nature of the dispute. If the parties cannot resolve the dispute within thirty (30) days, either party may pursue the claim in court as set forth above.

21. General Provisions

21.1 Third-Party Beneficiaries. Except for Section 16 (Indemnification) (which benefits certain third parties), these Terms do not and are not intended to confer any rights or remedies under or by reason of these Terms on any persons other than the parties.

21.2 Assignment. You may not assign or transfer these Terms, in whole or in part, without our prior written consent. We may assign or transfer these Terms at any time without your consent. Any attempted assignment in violation of this provision is void.

21.3 Notices. All notices under these Terms shall be in writing and shall be deemed to have been duly given when delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier to the following addresses (or to such other address as either party may designate in writing):

21.4 Severability. If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect, and the invalid provision will be replaced by a valid provision that most closely reflects the original intent of the parties.

21.5 Waiver. No waiver of any breach or default by either party will be deemed a waiver of any subsequent breach or default. Any waiver must be in writing and signed by the party granting it.

21.6 Relationship of the Parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between the parties.

21.7 Entire Agreement. These Terms, along with any order forms, addenda, and policies expressly incorporated by reference, constitute the entire agreement between you and EyeOTmonitor and supersede all prior or contemporaneous understandings, proposals, or agreements, written or oral, regarding the Services.

22. Contact Information

If you have any questions about these Terms, please contact us at:

Thank you for choosing EyeOTmonitor. We look forward to helping you monitor and manage your infrastructure efficiently and securely.