Last Updated: June 1, 2025

These Terms and Conditions (“Agreement”) govern the access and use of the software and related services (“Software”) provided by i3 Systems, a California company with a principal office at 1146 N Central Ave #687, Glendale CA 91202 (“Provider”), by the business entity (“Customer”) that has entered into an Order Form or other agreement with Provider referencing this Agreement.

By accessing or using the Software, Customer agrees to be bound by these Terms and Conditions.

1. License Grant

Provider grants Customer a non-exclusive, non-transferable, non-sublicensable license to access and use the Software for a period of one (1) year from the effective date of the applicable Order Form, subject to the terms of this Agreement.

This license shall automatically renew annually for successive one (1) year terms unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

2. Restrictions

Customer shall not:

  • Modify, reverse engineer, decompile, or disassemble the Software;
  • Copy, resell, lease, or sublicense the Software to third parties;
  • Use the Software in violation of any applicable law or regulation;
  • Use the Software to build a competitive product or service.

3. Fees and Payment

  • Fees are defined in the applicable Order Form.
  • All fees are non-refundable unless otherwise stated.
  • Late payments may incur interest at the rate of 1.5% per month or the maximum permitted by law.

4. Term and Termination

  • This Agreement begins on the effective date and continues until terminated.
  • Either party may terminate with 30 days’ written notice.
  • Provider may suspend or terminate access immediately for material breach.
  • Upon termination, Customer shall cease all use of the Software and delete any copies in its possession.

5. Confidentiality

Both parties agree to protect each other’s confidential information with the same degree of care used to protect their own, and not to disclose such information to third parties without prior written consent.

6. Intellectual Property

All rights, title, and interest in and to the Software, including all intellectual property rights, remain with Provider. No rights are granted except as expressly stated.

7. Data & Privacy

Provider may process business data as necessary to provide the Software. Customer is responsible for ensuring compliance with data protection regulations applicable to its use of the Software.

8. Warranties and Disclaimers

Provider represents that it has the right to license the Software. The Software is provided “as is” without warranties of any kind, express or implied, including merchantability or fitness for a particular purpose.

9. Limitation of Liability

In no event shall either party be liable for indirect, incidental, special, or consequential damages. Provider’s total liability shall not exceed the total amount paid by Customer in the 12 months preceding the claim.

10. Indemnification

Customer agrees to indemnify and hold Provider harmless from any claims, damages, or liabilities arising from Customer’s misuse of the Software or breach of this Agreement.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of California, without regard to its conflict of law provisions.

12. General

  • Entire Agreement: This Agreement constitutes the entire agreement between the parties.
  • Amendments: Any modifications must be in writing and signed by both parties.
  • Assignment: Customer may not assign this Agreement without Provider’s prior written consent.

13. Support and Maintenance

Provider will use commercially reasonable efforts to provide support for the Software during standard business hours 9 AM–4 PM PST, Monday to Friday). Support may include assistance via email or other agreed-upon channels.

Support is offered on a best-effort basis, meaning that while Provider will make reasonable attempts to respond to and resolve issues reported by Customer, Provider does not guarantee resolution times or that all issues can or will be resolved. Support excludes on-site services, custom development, and training unless otherwise agreed in writing.

Provider reserves the right to schedule maintenance periods, during which access to the Software may be temporarily limited. Provider will use reasonable efforts to provide advance notice of scheduled maintenance.

Contact Information

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

i3 Systems
admin@i3-iot.com
1146 N Central Ave #687, Glendale CA 91202