Draft template — pending legal review
This EULA is a draft template pending review by legal counsel. It is not legal advice and does not replace the advice of a lawyer. The legal entity and jurisdiction referenced ([ENTIDAD LEGAL] and [JURISDICCIÓN]) are placeholders to be confirmed before the agreement is signed.
Definitions
For the purposes of this agreement, the following terms have the meanings set out below:
- Appliance: the physical device or sealed software image that Centinelo ships pre-sealed and ready to operate, on which the Argos Software runs.
- Argos Software: the set of programs that make up the remote monitoring and management (RMM) product, including the agent installed on each Windows PC and the web control panel.
- Monitored PCs or devices: the devices on which the Customer installs the Argos agent within the Licensed Site.
- Licensed Site: the Customer's facility, at a single location, for which the Appliance is purchased.
- Customer (Licensee): the person or company that purchases the Appliance and accepts this EULA.
- Centinelo (Licensor): the developer and vendor of the product.
License grant
Subject to compliance with this EULA, Centinelo grants the Customer a non-exclusive, non-transferable, worldwide, royalty-free license to use the Argos Software running within the Appliance, to remotely monitor and manage an unlimited number of PCs located at the Licensed Site.
The license is granted per Appliance: each sealed Appliance enables monitoring of unlimited PCs at the Licensed Site for which it was purchased. If the Customer wishes to cover more than one site, it must purchase a separate Appliance for each additional site.
Restrictions
The Customer agrees not to:
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Argos Software or the Appliance image.
- Alter, modify, or tamper with the seal, the sealed image, or the protection mechanisms of the Appliance.
- Redistribute, resell, sublicense, rent, lease, lend, or transfer the Appliance or the Argos Software, in whole or in part.
- Remove, alter, or obscure the marks, ownership notices, or product identifiers.
- Use the Appliance to provide managed services to unauthorized third parties or for purposes other than monitoring the Customer's own fleet at the Licensed Site.
Intellectual property
The Argos Software, the sealed Appliance image, its code, trademark, logos, and documentation are the property of Centinelo and those who develop it. The Customer receives a limited use license under this EULA; it does not acquire ownership of the software or any of its components.
All trademarks, trade names, and distinctive signs associated with the product are the property of Centinelo. Nothing in this EULA grants the Customer any rights in the marks.
Updates and automatic updates
Centinelo may release updates to the Argos Software to add features, fix bugs, or improve security. These updates may be delivered automatically to the Appliance, after verifying the digital signature of each package before installation.
The Customer acknowledges and agrees that automatic updates are part of the normal operation of the product and that keeping the software up to date is necessary for its proper functioning and security. Centinelo is not responsible for issues arising from the Customer's rejection of security updates.
Data and privacy
The Appliance and the Argos Software process technical and operational data from the monitored devices, as well as usage information, as described in the privacy policy. The Customer is responsible for the processing of its fleet's data and for complying with the applicable data protection and labor laws in its country.
How information is collected, used, and protected is detailed in the privacy policy:
Warranty
Except as expressly provided in the commercial warranty applicable to the Appliance hardware, the Argos Software and the sealed image are provided "as is" and "as available," with their faults and without warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
Centinelo does not warrant that the software will be error-free, that it will operate uninterrupted, or that it will meet the Customer's specific requirements. The Customer bears the risk arising from the use of the product.
Limitation of liability
To the maximum extent permitted by law, in no event shall Centinelo be liable for any indirect, incidental, special, or consequential damages, or for loss of data, profits, or revenue arising from the use of or inability to use the Appliance or the Argos Software.
Centinelo's total aggregate liability arising out of this EULA shall not exceed the amount paid by the Customer for the Appliance, except in cases of fraud or gross negligence.
Term and termination
This EULA takes effect when the Customer purchases or puts the Appliance into operation and remains in force for as long as the Customer uses it.
Centinelo may terminate the license immediately if the Customer breaches any of the restrictions of this EULA. Upon termination, the Customer must stop using the product and, where applicable, destroy any copies of the software in its possession, without prejudice to Centinelo's rights.
Governing law and jurisdiction
This agreement is entered into with [ENTIDAD LEGAL] ("Centinelo"), as Licensor.
Any dispute arising out of this agreement shall be subject to the jurisdiction of [JURISDICCIÓN], unless the specific contract between the Customer and Centinelo provides otherwise.
Contact
For questions about this EULA or the Appliance license, write to us through the support channels listed on the pricing page.