IAdea Device & Firmware End User License Agreement

Applicable IAdea Entity

Customer principal place of business	IAdea contracting entity	Governing law / forum
United States or Canada	IAdea America Corp., a California corporation	California law; competent state and federal courts in California
All other countries/regions	IAdea Corporation, a Republic of China (Taiwan) corporation	Laws of the Republic of China (Taiwan); competent courts in Taipei, Taiwan

The IAdea entity that enters into this EULA with Customer is determined by Section 19 (Governing Law and Dispute Resolution). No device-location, IP-address, installer-location, or other automated geographic detection is required to determine the applicable entity. If an order form, master agreement, or other separately executed written agreement expressly identifies an IAdea contracting entity or a different governing-law arrangement, that signed agreement controls to the extent of the conflict. Mandatory local laws that cannot lawfully be waived continue to apply.

1. Definitions

1.1 Device — "Device" means an IAdea-manufactured or IAdea-authorized hardware product on which the Firmware is installed or for which the Firmware is supplied.

1.2 Firmware — "Firmware" means IAdea software supplied with or for a Device, including the operating-system image, IAdea applications, launchers, settings, device-specific components, security components, drivers, documentation, and Updates.

1.3 MDEP — "MDEP" means the Microsoft Device Ecosystem Platform and related Microsoft-provided components incorporated into or used with the Firmware.

1.4 Update — "Update" means a firmware, operating-system, security, bootloader, BSP, certificate, trust-store, IAdea application, configuration, compatibility, bug-fix, feature, or similar package made available for a Device.

1.5 Connected Services — "Connected Services" means IAdea-hosted or IAdea-operated services such as Zero-Touch Enrollment, remote device management, cloud diagnostics, provisioning, service-health monitoring, and related services. Connected Services are governed by separate terms.

1.6 Supported Product Lifecycle — "Supported Product Lifecycle" means the support period published by IAdea for the applicable Device model, product family, or Firmware release. It may differ from the hardware warranty period.

2. Acceptance and Eligibility

You may use the Firmware only if you have legal capacity to enter into this EULA, are authorized to use or administer the Device, comply with applicable law, and comply with this EULA and applicable third-party terms.

Acceptance may occur by selecting "Agree," "Agree and Continue," or a similar affirmative control; completing setup after being presented with these terms; installing or authorizing an Update; or otherwise using the Firmware after reasonable notice of these terms.

Electronic acceptance has the same effect as a handwritten signature to the extent permitted by applicable law.

3. License Grant

Subject to your compliance with this EULA, IAdea grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to use the Firmware only on the Device with which it was supplied or for which it was authorized, for the Device's intended commercial or organizational purpose, and in accordance with IAdea documentation and applicable third-party license terms.

The Firmware is licensed, not sold. No ownership interest in the Firmware is transferred to you. You receive no right to use or distribute the Firmware independently of an authorized Device.

4. License and Security Restrictions

Except where applicable law or an applicable open-source license expressly permits otherwise, you may not:

• copy, reproduce, distribute, sublicense, rent, lease, lend, sell, or transfer the Firmware separately from an authorized Device;
• install or enable the Firmware on unauthorized hardware;
• modify, adapt, translate, or create derivative works of proprietary portions of the Firmware;
• reverse engineer, decompile, disassemble, decode, or attempt to derive source code, private interfaces, cryptographic material, or implementation details except to the limited extent such restriction is prohibited by law;
• bypass, disable, weaken, or interfere with Secure Boot, verified boot, attestation, encryption, access controls, certificate verification, update verification, kiosk restrictions, or other security features;
• extract, copy, replace, misuse, or disclose private keys, certificates, device identities, attestation material, enrollment tokens, or other security credentials;
• use the Firmware to introduce malware, obtain unauthorized access, interfere with systems, or violate export, sanctions, privacy, intellectual-property, or other applicable laws;
• remove proprietary, copyright, trademark, security, or license notices; or
• use the Firmware in safety-critical applications unless IAdea expressly approves that use in writing.

5. Ownership and Intellectual Property

IAdea and its licensors retain all right, title, and interest in and to the Firmware, IAdea applications, device interfaces, workflows, documentation, Updates, modifications, improvements, trademarks, and associated intellectual-property rights.

This EULA does not grant rights to use IAdea, Microsoft, or third-party trademarks, logos, certification marks, or product names except as separately authorized in writing.

6. Device Setup and Out-of-Box Experience

During initial setup, activation, recovery, reprovisioning, or factory reset, the Device may perform functions reasonably necessary to establish a secure and supported operating state, including validating device identity and integrity; selecting locale and time settings; configuring network access; checking Firmware and security-patch versions; applying required Updates; presenting legal or privacy notices; offering enterprise enrollment; and launching an assigned application or device experience.

If Connected Services are enabled or separately activated, the Device may contact IAdea services during setup. Use of those services is governed by the IAdea Connected Services Terms and applicable Privacy Notice.

An organization may configure the Device so that setup and administration occur without ordinary end-user interaction.

7. Updates and Product Security

7.1 Security updates

During the Supported Product Lifecycle, IAdea will make security-update packages available for supported Devices, subject to availability of upstream fixes, continued support from Microsoft, Android/AOSP, chipset and component vendors, technical feasibility, hardware compatibility, testing requirements, and applicable legal restrictions.

7.2 Update operation

Depending on Device configuration and organizational policy, Updates may be automatic, scheduled, manually initiated, locally installed, or remotely assigned through an authorized management mechanism. Updates may add, modify, replace, or remove features that are obsolete, insecure, unsupported, incompatible, or legally restricted.

7.3 Limitations

IAdea does not guarantee that every Device will receive every feature, that every Update will be released simultaneously, that rollback will be available, that every third-party application will remain compatible, or that every vulnerability will be corrected immediately.

7.4 Customer responsibilities

The Customer is responsible for maintaining appropriate power and network connectivity during Updates, using supported Firmware versions, and enabling or installing available security updates within a reasonable period consistent with organizational change-control requirements.

8. Third-Party Software and Microsoft Components

The Firmware may contain or interact with software or components supplied by Microsoft, Android/AOSP contributors, chipset manufacturers, hardware-component suppliers, open-source projects, and other third parties.

Third-party components may be governed by separate licenses, notices, privacy terms, or restrictions. Where a third-party license expressly applies to a component and conflicts with this EULA, that third-party license controls for that component.

Microsoft and other third-party licensors are not parties to this EULA and do not provide warranties for IAdea-specific hardware, customizations, applications, or services unless expressly stated in their own terms.

9. Third-Party Applications and Content

The Device may support applications, web applications, URLs, content-management systems, kiosk applications, content, or configurations supplied by the Customer or third parties. Those materials remain subject to their own licenses, privacy notices, subscriptions, and usage restrictions.

The Customer is responsible for obtaining all rights necessary to install, provision, access, display, or use third-party applications and content. IAdea is not responsible for their functionality, availability, security, content, compatibility, or data practices.

IAdea may prevent or disable software or configuration that it reasonably believes contains malware, presents a material security or privacy risk, interferes with Device integrity, bypasses MDEP or IAdea security controls, violates law or third-party rights, or materially impairs Device stability.

10. Customer and Administrator Responsibilities

• protect administrator credentials, PINs, passwords, certificates, private keys, enrollment files, QR-code payloads, and access tokens;
• limit administrative access to authorized personnel;
• configure Devices in accordance with applicable law and organizational policy;
• maintain secure network configuration and use supported Firmware versions;
• obtain required third-party application and content licenses;
• back up Customer-controlled content or configuration where appropriate; and
• promptly report suspected vulnerabilities, unauthorized access, or compromised Devices through IAdea's designated security or support channel.

Security testing of IAdea cloud services or infrastructure is outside the scope of this EULA and requires authorization under the applicable Connected Services Terms or IAdea security-testing policy. Nothing in this EULA restricts disclosures or security-research rights that cannot lawfully be restricted.

11. Connected Services

Possession of a Device or a license to the Firmware does not by itself entitle the Customer to any Connected Service. Connected Services may require registration, an IAdea account, Device enrollment, subscription or other entitlement, and acceptance of the IAdea Connected Services Terms.

If this EULA and the Connected Services Terms conflict concerning a Connected Service, the Connected Services Terms control for that service. This EULA continues to govern the Firmware and Device software.

12. Support

Support availability, response times, repair or replacement rights, update eligibility, and service levels are governed by the applicable warranty, support plan, subscription, sales agreement, service-level agreement, or product documentation.

IAdea may request logs, screenshots, diagnostic data, Device information, or configuration information reasonably necessary to investigate a support case. Processing of such information is addressed in the applicable Privacy Notice and, where relevant, Connected Services Terms or DPA.

13. Limited Warranty and Disclaimer

Any express limited warranty applicable to a Device or the Firmware is stated in the applicable written warranty, sales agreement, or product documentation.

EXCEPT FOR AN EXPRESS WRITTEN WARRANTY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE FIRMWARE IS PROVIDED "AS IS" AND "AS AVAILABLE." IADEA AND ITS LICENSORS DISCLAIM IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, UNINTERRUPTED OPERATION, ERROR-FREE OPERATION, AND COMPATIBILITY WITH EVERY NETWORK, APPLICATION, CONFIGURATION, OR THIRD-PARTY SERVICE.

Some jurisdictions do not permit certain warranty exclusions, so some exclusions may not apply.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IADEA AND ITS AFFILIATES, LICENSORS, SUPPLIERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFIT, REVENUE, GOODWILL, BUSINESS, OPPORTUNITY, OR ANTICIPATED SAVINGS; BUSINESS INTERRUPTION; LOSS OR CORRUPTION OF CUSTOMER-CONTROLLED CONTENT OR CONFIGURATION; OR COSTS OF SUBSTITUTE PRODUCTS OR SERVICES.

Except where prohibited by law or superseded by a separately negotiated written agreement, IAdea's total aggregate liability arising out of or relating to this EULA and the affected Device or Firmware will not exceed the amount actually paid to IAdea for the affected Device during the twelve (12) months preceding the event giving rise to the claim.

Nothing in this EULA excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud, willful misconduct, death or personal injury caused by negligence where non-waivable, or mandatory privacy or consumer-protection obligations.

15. Term and Termination

This EULA begins when accepted or when the Firmware is first used after presentation of these terms and continues until terminated. Rights under this EULA terminate if the Customer materially breaches this EULA and fails to cure where a cure period is required by law or contract.

Upon termination, the Customer must stop using the affected Firmware to the extent legally and technically required. Provisions concerning ownership, restrictions, third-party terms, disclaimers, liability, governing law, and general provisions survive termination.

16. Export and Sanctions Compliance

The Customer must comply with applicable export-control, import, trade-sanctions, and restricted-party laws and may not use, export, re-export, transfer, or provide the Firmware to prohibited countries, territories, persons, entities, or end uses in violation of applicable law.

17. Government Use

If the Firmware is acquired by or on behalf of a government entity, it is commercial computer software except to the extent applicable law requires otherwise. Government users receive only the rights expressly granted under this EULA and any applicable written government contract.

18. Changes to this EULA

IAdea may update this EULA to reflect changes in law, security requirements, product functionality, or third-party platform requirements. For material changes, IAdea will provide reasonable notice through the Device, an IAdea portal, email to an administrator, product documentation, IAdea's website, or another reasonable method. Where required by law, renewed acceptance will be obtained before the updated terms become binding.

19. Governing Law and Dispute Resolution

Unless an order form, master agreement, or other separately executed written agreement expressly identifies an IAdea contracting entity or a different governing-law arrangement: (a) if Customer's principal place of business is in the United States or Canada, this EULA is entered into with IAdea America Corp.; and (b) if Customer's principal place of business is elsewhere, this EULA is entered into with IAdea Corporation. The applicable entity is determined by this contractual rule and need not be displayed or determined during Device onboarding.

19.1 IAdea America Corp.

If IAdea America Corp. is the contracting entity, this EULA is governed by the laws of the State of California, United States, without regard to conflict-of-law principles. Subject to mandatory law or an agreed arbitration provision, the state and federal courts of competent jurisdiction located in California have exclusive jurisdiction.

19.2 IAdea Corporation

If IAdea Corporation is the contracting entity, this EULA is governed by the laws of the Republic of China (Taiwan), without regard to conflict-of-law principles. Subject to mandatory law or an agreed arbitration provision, the courts of competent jurisdiction located in Taipei, Taiwan have exclusive jurisdiction.

19.3 Mandatory local law

Nothing in this Section deprives a Customer of rights or protections that cannot lawfully be waived under the mandatory laws of the Customer's jurisdiction.

19.4 CISG

To the extent permitted by applicable law, the United Nations Convention on Contracts for the International Sale of Goods does not apply to this EULA.

20. General Terms

20.1 Entire agreement

This EULA, together with applicable third-party notices and the written warranty, governs the Firmware. Connected Services are separately governed by the IAdea Connected Services Terms. If a separately negotiated written agreement conflicts with this EULA, the negotiated agreement controls to the extent of the conflict.

20.2 Assignment

The Customer may not assign this EULA without IAdea's prior written consent, except to the extent applicable law provides otherwise. IAdea may assign this EULA to an affiliate or as part of a merger, reorganization, financing, sale, or transfer of substantially all relevant assets.

20.3 Severability and waiver

If a provision is invalid or unenforceable, it will be modified to the minimum extent necessary and the remaining provisions remain effective. Failure to enforce a provision is not a waiver.

20.4 Force majeure

IAdea is not responsible for delay or failure caused by events beyond its reasonable control, including natural disaster, war, civil unrest, labor disruption, internet or utility failure, supplier interruption, government action, cyberattack, or third-party platform outage.

20.5 Language

If this EULA is translated, the English version controls to the extent permitted by applicable law unless the translated version expressly states otherwise.

21. Contact Information

Questions about this EULA may be directed to the applicable contracting entity:

IAdea Corporation — 3F, No. 21, Lane 168, Xingshan Road, Neihu, Taipei Taiwan, R.O.C.
Privacy: legal@IAdea.com
Support/Security Reporting: support@IAdea.com

IAdea America Corp. — 20 Fairbanks Suite 170, Irvine, CA 92618, USA
Privacy: legal@IAdea.com
Support/Security Reporting: support@IAdea.com

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