WebAccess/DMP EULA

Terms for WebAccess/DMP

Provider	Advantech Czech s.r.o.
Effective date	Upon valid acceptance or incorporation

Contractual effect. This EULA governs the Customer's authorization to use WebAccess/DMP, including the Root/Parent/Child Company service model, Company-level data isolation and the contractual and intellectual-property protections stated below. It becomes binding through the acceptance or incorporation mechanism in Clauses 1.2 and 11.1.

1. Preamble and Acceptance

1.1 This End User License Agreement (EULA) is a legally binding document specifying the legal relationship between Advantech Czech s.r.o., identification number 24148661, with its registered office at Sokolská 71, Kerhartice, 562 04 Ústí nad Orlicí, registered with the Regional Court of Hradec Králové, section C, record 31061 (Advantech, Us or We), and the business entity or individual accepting this EULA (You or Customer).

1.2 BY SELECTING THE REQUIRED CHECKBOX AND CLICKING THE ACCEPTANCE OR ACTIVATION BUTTON FOR A SUBSCRIPTION OR ROOT COMPANY, YOU CONFIRM THAT YOU ARE AUTHORIZED TO BIND THE CUSTOMER AND THAT THE CUSTOMER ACCEPTS, AS ONE CONTRACTUAL PACKAGE, (A) THIS EULA, (B) THE APPLICABLE WEBACCESS/DMP DATA PROCESSING AGREEMENT (DPA) AND (C) THE APPLICABLE WEBACCESS/DMP SAAS SERVICE DESCRIPTION, EACH MADE AVAILABLE THROUGH A SEPARATE LINK BEFORE ACCEPTANCE. ACCEPTANCE MAY ALSO OCCUR THROUGH AN EXECUTED AGREEMENT THAT EXPRESSLY INCORPORATES THESE DOCUMENTS.

1.3 The Software means the WebAccess/DMP software service and the functions described in the documentation at https://docs.wadmp.com. The Software does not include Non-covered Tools described in Clause 7.

1.4 The Software is intended exclusively for business use. A Consumer is a natural person acting outside their trade, business, craft or profession. A Consumer may not enter into this EULA or use the Software as a Customer or Child Customer.

2. Definitions

2.1 Company means a logically separated organizational and tenant context in the Software.

2.2 Root Company means the top-level Company in a Company Hierarchy and the Company associated with the contracting Customer.

2.3 Child Company means a Company placed beneath another Company. A Child Company may itself be a Parent Company for further Child Companies.

2.4 Parent Company means a Company that has one or more direct or indirect Child Companies.

2.5 Company Hierarchy means a Root Company together with all direct and indirect Child Companies beneath it.

2.6 Child Customer means a separate business customer that receives Customer Services through a Child Company.

2.7 Authorized User means a natural person or service account explicitly assigned access and permissions for a particular Company.

2.8 Customer Services means lawful managed-device, monitoring, integration, support or related business services supplied by the Customer to one or more Child Customers using the Software.

2.9 Hierarchy Billing Data means Company identifiers, hierarchy relationships and aggregate service quantities made available by the Software for Company administration, invoicing and reconciliation, such as managed-device counts, monthly activity quantities and VPN consumption or purchase quantities. Hierarchy Billing Data excludes device configuration, telemetry, audit content, credentials, user content and other operational data of a Child Company.

2.10 Agreement means a written agreement executed by Advantech and the Customer that governs the subscription or Customer Services model, including any document expressly incorporated into it.

2.11 Authorization means the limited, non-exclusive and non-transferable right granted by Advantech to the Customer to access and use the Software under Clause 3, subject to the terms, conditions and restrictions of this EULA.

3. Authorization and Customer Services

3.1 Subject to this EULA, the Agreement, applicable law and the applicable service documentation, Advantech grants the Customer a limited, non-exclusive and non-transferable authorization to access and use the Software online for its internal business operations and to provide Customer Services to business Child Customers.

3.2 The standard Authorization permits the Customer to create and operate a Company Hierarchy containing Child Companies. A Child Company may itself create further Child Companies where the Software permits it. The number of Companies, managed devices, users, service options and other commercial limits remain subject to the Agreement or accepted commercial offer.

3.3 The Customer may allow Authorized Users of a Child Customer to use the Child Customer's own Child Company. Providing Customer Services in this manner is an authorized use of the Software and is not, by itself, a transfer or sublicense of the Software.

3.4 The Customer remains responsible for all fees and other amounts payable to Advantech for use generated within its Company Hierarchy, unless an executed Agreement expressly provides otherwise. The Customer independently determines and administers its downstream prices, invoices and commercial terms. No downstream price, service level, warranty, remedy or representation made by the Customer binds Advantech or expands Advantech's obligations.

3.5 The Customer must ensure that each Child Customer and Authorized User is bound by lawful terms and acceptable-use, security, confidentiality and intellectual-property restrictions that are no less protective of Advantech and the Software than the relevant provisions of this EULA. Each Child Customer is responsible for its own Authorized Users, access decisions, data, instructions and use of the Software within its Child Company. The Customer remains responsible to Advantech for payment, contractual flow-down, cooperation and enforcement obligations and for use that it authorizes or enables within the Company Hierarchy. The hierarchy alone does not make the Customer an Authorized User of, or grant it possession or control over, a Child Company's operational data.

3.6 The standard Authorization does not permit standalone resale of Software subscriptions detached from Customer Services, white-labeling that conceals the Software's origin, appointment of sub-resellers who may independently market the Software, transfer of the Customer's Root Company, or any representation that a Child Customer has a direct contractual claim against Advantech. Any such additional model requires an Agreement executed by Advantech that expressly identifies the additional rights granted.

3.7 The Customer may not use the Software in a manner that competes unlawfully with Advantech, misrepresents the source or capabilities of the Software, or intentionally harms the Software, Advantech or another user.

3.8 The Customer may not: (a) use the Software for discriminatory, fraudulent or illegal activity, infringement of third-party rights, harassment or any activity inappropriate to the Software's purpose; (b) breach security measures, launch a cyber-attack, introduce malware or malicious code, or attempt to do so; (c) attempt to access any part of the Software or any Company for which access has not been expressly granted; or (d) overload or disrupt the Software through abusive or excessive automated use.

3.9 The Software is available for online use. Advantech does not provide source, machine or object code for the Software. Except where mandatory law permits otherwise, the Customer may not obtain or attempt to obtain such code, decompile, disassemble or reverse engineer the Software, or modify, distribute, create derivative works from or sublicense the Software.

3.10 Advantech may monitor and control user, Company, device and service consumption quantities as reasonably necessary to operate, secure and invoice the Software. Advantech retains all rights outside the scope of the Authorization.

4. Company Hierarchy, Access and Data Separation

4.1 Placement of a Company beneath a Parent Company establishes an administrative and commercial hierarchy. It does not grant the Root Company, a Parent Company or their users automatic access to a Child Company's operational data.

4.2 Access to a Child Company's devices, configuration, telemetry, audit records, credentials, user content and other operational data requires explicit assignment of the relevant user or service account to that Child Company with appropriate permissions. Permissions are scoped per Company. The Customer and each Child Customer must apply least-privilege access controls.

4.3 The Software may make Hierarchy Billing Data available to an authorized Root Company or Parent Company for Company administration, billing and reconciliation. This limited visibility does not create a right to inspect or use the Child Company's excluded operational data.

4.4 Advantech may use and disclose Hierarchy Billing Data within the Company Hierarchy only as needed to provide, secure, support and invoice the Software, comply with law, and perform the Agreement. The precise fields, quantities and reporting periods available in a release are described in the applicable Service Description and product documentation.

4.5 The Customer must not attempt to circumvent Company separation, permissions or audit controls. If support access to a Child Company is required, it must be granted or otherwise authorized through the documented support and data-protection process.

5. Data Protection

5.1 Each party shall comply with applicable data-protection law. The parties' controller, processor and subprocessor roles, processing instructions, security obligations, subprocessors, assistance, incident notification, deletion and international-transfer requirements are governed by the applicable data processing agreement (DPA).

5.2 Depending on the actual Customer Services model, a Child Customer may act as controller, the Customer may act as processor and Advantech may act as subprocessor; alternatively, the Customer may act as controller and Advantech as processor. These examples do not determine the legal roles. The executed DPA and the parties' actual processing activities control.

5.3 Where the Customer engages Advantech as a subprocessor for a Child Customer, the Customer must have the required authorization and must impose the applicable data-protection obligations through its downstream agreement. Advantech shall process personal data only on documented instructions and as provided in the DPA, Agreement and applicable law.

5.4 Access to Hierarchy Billing Data does not grant access to Child Customer personal data outside the billing fields expressly made available. If Hierarchy Billing Data contains personal data, it remains subject to the DPA and applicable law.

6. Intellectual Property Rights

6.1 The Software contains copyright-protected material, trade secrets and other proprietary information of Advantech and/or its licensors and is protected by applicable intellectual-property laws and treaties.

6.2 Advantech and/or its licensors retain all title and ownership in and to the Software and all related intellectual-property rights. The Customer shall not mortgage, pledge or encumber the Software.

6.3 This EULA authorizes use of the Software as a service and does not transfer ownership or grant a copyright, trademark or patent licence. The Customer may identify Advantech and WebAccess/DMP in a reasonable and customary manner when describing the origin and technical basis of Customer Services, subject to Advantech's branding guidelines. White-labeling or broader trademark use requires an executed Agreement.

7. Third-Party Licence Terms

7.1 The Software may contain software, components or technology developed by third parties (Third-Party Components). Third-Party Components that are inseparable from the Software are included in the Authorization subject to their applicable terms. Separately licensed components are governed by their own licences, which this EULA does not limit, supersede or modify.

7.2 Certain third-party software or technology may be bundled with or made available alongside the Software but is not part of the Software (Non-covered Tools). The Customer is responsible for reviewing and complying with the applicable third-party notices and licences made available in the documentation, user interface or other materials.

7.3 If a Non-covered Tool contains code governed by GNU AGPL v3, GNU LGPL v2.1 or v3, or GNU GPL v2 or v3, Advantech offers, for three years or for as long as Advantech offers customer support for the Software, to provide either: (a) a copy of the Corresponding Source, within the meaning of the applicable GNU licence, on a durable physical medium customarily used for software interchange for no more than Advantech's reasonable cost of physically performing the conveyance; or (b) access to copy the Corresponding Source from a network server at no charge, at Advantech's choice when the request is made.

8. Updates, Term, Suspension and Termination

8.1 Advantech may modify (including, without limitation, by limiting or discontinuing certain features of the Software), push updates to, or discontinue the Software at its discretion and without advance notice at any time.

8.2 Updates may fundamentally change the way the Software works. You are hereby accepting such future changes and waiving Your right to terminate this EULA for such reason. We will have no liability whatsoever on account of any change to the Software or any suspension or termination of Your access to or use of the Software.

8.3 This EULA and the Authorization remain effective while the Customer complies with their terms and the Software remains operational, subject to the subscription term and termination rights in the Agreement.

8.4 Advantech may suspend or terminate access to the affected Company, affected sub-hierarchy or entire Company Hierarchy where reasonably necessary to address a security threat, unlawful use, material breach, non-payment, insolvency or another ground stated in the Agreement. Where reasonably practicable and legally permitted, Advantech will limit suspension to the affected scope and provide notice through the agreed contact route.

8.5 Termination or expiry of the Root Company's subscription ends the Authorization for the associated Company Hierarchy unless an executed Agreement provides an orderly transfer or separate continuation. Suspension or termination of a Child Company does not automatically terminate unaffected Companies.

8.6 On termination, the affected users must cease unauthorized use. Data export, retention, deletion and offboarding are handled under the Agreement, DPA and applicable Service Description.

8.7 The Customer may not transfer or assign the Authorization or Root Company except with Advantech's prior written consent. Authorized creation and use of Child Companies under Clause 3 is not a transfer or sublicense.

9. Disclaimer and Customer Services Boundary

9.1 THE SOFTWARE IS DELIVERED "AS IS" WITHOUT WARRANTY OF ANY KIND. THE CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE ENTIRE RISK AS TO THE USE, RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED SOLELY BY THE CUSTOMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ADVANTECH DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, OR ANY WARRANTY ARISING OUT OF ANY PROPOSAL, SPECIFICATION OR SAMPLE WITH RESPECT TO THE SOFTWARE. ADVANTECH DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL MEET THE CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ADVANTECH OR AN ADVANTECH AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS EULA.

9.2 Unless explicitly agreed in writing between the Parties, the Software is provided without any additional services, and no support or maintenance of the Software is guaranteed and, if available, may be subject to additional charges and conditions.

9.3 Advantech does not provide the Customer's or Child Customer's equipment, carrier service, internet access, local network, gateways or downstream devices and is not responsible for related charges or failures.

9.4 The Customer alone is responsible for its Customer Services, downstream pricing and invoicing, downstream agreements, lawful instructions and any promise or representation that exceeds Advantech's express commitments. A Child Customer has no direct contractual right, warranty, SLA, remedy or claim against Advantech solely because its Child Company is within the Company Hierarchy.

10. Limitation of Liability and Customer Indemnity

10.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN AND TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ADVANTECH BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, ECONOMIC, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE WHATSOEVER, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR IN ANY WAY RELATED TO THE SOFTWARE, INCLUDING ITS SALE, PURCHASE, DELIVERY, ACCESS OR USE, EVEN IF ADVANTECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY EXCLUSIVE REMEDY. THIS LIMITATION INCLUDES, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOSS OF DATA OR SOFTWARE, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION OR IMPAIRMENT OF OTHER GOODS.

10.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ADVANTECH'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SALE, PURCHASE, DELIVERY, ACCESS TO OR USE OF THE SOFTWARE SHALL NOT EXCEED THE PRICE PAID FOR THE SOFTWARE. FOR THIS PURPOSE, PRICE PAID MEANS THE FEES ACTUALLY PAID BY THE CUSTOMER TO ADVANTECH FOR THE SOFTWARE SUBSCRIPTION OR SERVICE OPTION GIVING RISE TO THE CLAIM BEFORE THE EVENT GIVING RISE TO LIABILITY, EXCLUDING TAXES, REFUNDS, CREDITS AND PAYMENTS FOR HARDWARE OR OTHER PRODUCTS OR SERVICES. FOR USAGE-BASED SERVICES, ONLY USAGE FEES ACTUALLY PAID ARE INCLUDED; UNPAID OR PROJECTED USAGE IS NOT INCLUDED. FOR SOFTWARE USE PROVIDED FREE OF CHARGE, INCLUDING A FREE COMPANY OR FREE TRIAL, THE PRICE PAID AND THE LIABILITY CAP ARE ZERO. PAID SERVICE OPTIONS OR PAID USAGE WITHIN AN OTHERWISE FREE COMPANY ARE SUBJECT TO THE PAID-FEE CALCULATION ABOVE. AMOUNTS CHARGED BY THE CUSTOMER TO CHILD CUSTOMERS DO NOT INCREASE THIS CAP. IN NO EVENT WILL ADVANTECH BE LIABLE FOR THE COSTS OF PROCUREMENT OF SUBSTITUTE SOFTWARE OR SERVICES. THIS LIMITATION OF LIABILITY CONSTITUTES AN ESSENTIAL PART OF THIS EULA.

10.3 To the extent permitted by law, the Customer shall defend, indemnify and hold Advantech harmless from third-party claims, losses and reasonable costs to the extent arising from: (a) the Customer's downstream contract, pricing, invoice, warranty, service level or representation not expressly made by Advantech; (b) unlawful Customer or Child Customer processing instructions; (c) Customer-supplied content, applications, scripts or integrations; or (d) a breach of Clause 3 or 4 by the Customer or a person to whom the Customer granted or enabled access. This indemnity does not apply to the extent the claim was caused by Advantech's breach, wilful misconduct or gross negligence, or where prohibited by mandatory law.

11. General Provisions and Order of Precedence

11.1 The Authorization and each of this EULA, the DPA and the Service Description become effective for the Customer when the acceptance event described in Clause 1.2 is recorded for the subscription or Root Company, or when they are incorporated into an executed Agreement. The electronic acceptance record shall identify, at minimum, the Company ID, the accepting User ID, the UTC timestamp and confirmation that the Customer accepted this EULA together with the DPA and the Service Description under Clause 1.2.

11.2 The Agreement and any accepted commercial offer may set the subscription term, prices, quantities, service options and other commercial limits. An accepted commercial offer does not expand the Authorization, create downstream rights against Advantech or override this EULA unless it forms part of an Agreement executed by Advantech that expressly identifies the EULA clause being varied.

11.3 This EULA, the DPA and the Service Description are equally incorporated as separate accepted documents; separate links, attachments or delivery files do not make one subordinate to another outside its assigned subject matter. In the event of conflict: (a) an executed Agreement controls only to the extent it expressly identifies the conflicting provision; (b) the DPA controls for personal-data processing; (c) this EULA controls authorization, intellectual property, prohibited use, disclaimers and liability; (d) the Service Description or an SLA Addendum controls the technical, operational and service-level scope; and (e) an accepted commercial offer controls price, quantity, term and ordered options. The more specific term controls within its assigned subject matter.

11.4 Advantech is entitled to amend this EULA following a change in applicable law, a change in its business strategy or in order to improve the quality of the Software. Advantech shall notify the Customer of the amended EULA by email and shall make the full text of the amended EULA available at https://docs.wadmp.com/eula.html. The Customer is obliged to familiarize itself with the amended EULA. If the Customer does not expressly disagree with the amended EULA no later than on the last day before the proposed effective date and continues to use the Software, the amended EULA becomes legally binding on the Customer from the stated effective date. If the Customer does not agree with the amended EULA, the Customer has the right to terminate the EULA with one month's notice.

11.5 If a provision is held invalid, illegal or unenforceable, it shall be severed to the minimum extent necessary and the remaining provisions remain in effect.

11.6 Clauses 4 to 7, 8.6, 9, 10 and 11 survive expiration or termination to the extent their nature requires.

11.7 This EULA and related rights and obligations are governed by the laws of the Czech Republic, excluding conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods.

11.8 The parties shall first attempt to resolve disputes through good-faith negotiations between authorized representatives. The courts of the Czech Republic have exclusive jurisdiction, subject to mandatory law.

11.9 This EULA becomes legally binding when accepted under Clause 1.2 or expressly incorporated into an executed Agreement.