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deviceWISE EULA
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ILS Technology deviceWISE EULAEND-USER LICENSE AGREEMENT IMPORTANT - READ CAREFULLY. This End-User License Agreement is a legal agreement between You and ILS Technology LLC ("Licensor") for the software product or products You acquired from a Licensor or an Authorized Reseller (the "Product"). BY DOWNLOADING, INSTALLING, COPYING, ACCESSING, OR USING THIS SOFTWARE PROGRAM YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, - DO NOT DOWNLOAD, INSTALL, COPY, ACCESS, OR USE THE PROGRAM; AND - PROMPTLY RETURN THE PROGRAM TO THE PARTY FROM WHOM YOU ACQUIRED IT. IF YOU HAVE ALREADY DOWNLOADED THE PROGRAM, YOU MUST DELETE AND UNINSTALL ALL COMPONENTS OF THE PROGRAM, AND CONTACT THE PARTY FROM WHOM YOU ACQUIRED IT. 1. Definitions "Program" is defined as the following items, including the original and all whole or partial copies: 1) machine-readable instructions and data, 2) components, 3) audio-visual content (such as images, text, recordings, or pictures), 4) related licensed materials, and 5) license use documents or keys, and (6) documentation. "You" and "Your" refer either to an individual person or to a single legal entity. This Agreement is the complete agreement between You and Licensor regarding the use of the Program. It replaces any prior oral or written communications between You and Licensor concerning Your use of the Program. Any terms and conditions of a purchase order or other document issued by You in connection with the order of the Product shall be superseded by the terms and conditions of this Agreement. 2. Grant of License The Program is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Program is owned by Licensor or a Licensor supplier, and all right, title and interest to the Program belongs to Licensor or its supplier. This Software Program is copyrighted and licensed, not sold. Licensor grants You a limited, nonexclusive license to use the Program when You lawfully acquire it as part of the Product. The duration of this license may be limited by the terms of your agreement with Licensor relating to the Product. You may not copy the Program except for one (1) backup copy. All copies of the Program, whether authorized or unauthorized, are subject to the terms and conditions of this Agreement IF YOU HAVE BEEN PROVIDED THE PROGRAM FOR INTERNAL EVALUATION, TESTING OR DEMONSTRATION PURPOSES, THE PROGRAM MAY CONTAIN A DISABLING DEVICE THAT WILL PREVENT IT FROM BEING USED AFTER THE EVALUATION PERIOD ENDS. YOU WILL NOT TAMPER WITH THIS DISABLING DEVICE OR THE PROGRAM. YOU SHOULD TAKE PRECAUTIONS TO AVOID ANY LOSS OF DATA THAT MIGHT RESULT WHEN THE PROGRAM CAN NO LONGER BE USED. You will ensure that anyone who uses the Program (accessed either locally or remotely) does so only for Your authorized use and complies with the terms of this End-User License Agreement. You will not, nor will You allow any third party to, (i) modify, port, translate, localize, or create derivative works of the Program; (ii) distribute, sell, lend, rent, transfer, convey, modify, decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying user interface techniques or algorithms of the Program by any means whatsoever, for any purpose whatsoever; (iii) grant any sublicense, leases or other rights in the Program to any third party; or (iv) take any action that would cause the Program to be placed in the public domain. Licensor may terminate Your license if You fail to comply with the terms of this End-User License Agreement or if you fail to comply with the terms of any agreement in place between You and Licensor relating to the Product. If Licensor elects to terminate Your license, You must destroy all copies of the Program and purge them from all memory devices. 3. No Warranty SUBJECT TO ANY STATUTORY WARRANTIES WHICH CANNOT BE EXCLUDED, LICENSOR EXCLUDES AND DISCLAIMS ALL WARRANTIES OR CONDITIONS EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, REGARDING THE PROGRAM OR TECHNICAL SUPPORT, IF ANY. THIS EXCLUSION APPLIES TO AND RUNS TO THE BENEFIT OF THE PROGRAM DEVELOPERS AND SUPPLIERS Manufacturers, suppliers, or publishers of non-Licensor software programs may provide their own warranties. Licensor does not provide technical support, unless Licensor specifies otherwise. 4. Limitation of Liability Regardless of the basis on which You may be entitled to claim damages from Licensor, (including fundamental breach, negligence, misrepresentation, or other contract or tort claim), Licensor is liable for no more than: 1) damages for bodily injury (including death) and damage to real property and tangible personal property, and 2) the amount of any other actual direct damages up to the charges for the Program that is the subject of the claim. This limitation of liability also applies to the Program developers and suppliers. It is the maximum for which they and Licensor are collectively responsible. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES IS LICENSOR, THE PROGRAM DEVELOPERS OR SUPPLIERS LIABLE FOR ANY OF THE FOLLOWING, EVEN IF INFORMED OF THEIR POSSIBILITY:
Both You and Licensor consent to the application of the laws of the country in which You acquired the Program license to govern, interpret, and enforce all of Your and Licensor's rights, duties, and obligations arising from, or relating in any manner to, the subject matter of this Agreement, without regard to conflict of law principles. All of Licensor's rights, duties, and obligations are subject to the courts of the country in which You acquired the Program license. If the Program is acquired in the United States of America, this Agreement shall be construed in accordance with the substantive laws of the State of Ohio (without reference to Ohio's rules regarding conflict of laws). The parties consent to the jurisdiction of the courts of the State of Ohio and agree that such courts shall have exclusive jurisdiction over any dispute arising under or relating to the Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply. 7. Support Support and upgrades for the Program may be available from Licensor or the distributor who provided the Program to You. Access to such support and upgrades may require payment of a fee and agreement to additional terms and conditions. Any beta programs and samples provided may be modified substantially before general availability. Licensor does not guarantee that the beta programs, samples and/or any component thereof will be made generally available. In addition, Licensor does not warrant or guarantee that the operability of any of Your applications running with the Program will be maintained with any subsequent or generally available versions of the Program. Although Licensor may try to answer technical support questions You may have regarding Your use of the Program, any such assistance does not obligate Licensor to provide support or maintenance services for the Program. You agree that any information or feedback You may provide to Licensor or its suppliers related to the Program or this Agreement is non- confidential and You grant Licensor and its suppliers a non-exclusive, worldwide, fully paid up, perpetual and irrevocable license to use this information/feedback in Licensor's and its suppliers' business activities without restriction and without payment or accounting to You or any third party. 8. Excluded Components Notwithstanding the terms and conditions of any other agreement You may have with Licensor or any of its related or affiliated companies or with any of the third parties that provide products ("Third Parties"), the following terms and conditions apply to all "Excluded Components" identified below: (a) all Excluded Components are provided on an "AS IS" basis; (b) LICENSOR AND THIRD PARTIES DISCLAIM ANY AND ALL EXPRESS AND IMPLIED WARRANTIES AND CONDITIONS INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF NON-INFRINGEMENT OR INTERFERENCE AND THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (c) Licensor and Third Parties will not be liable to You or indemnify You for any claims related to the Excluded Components; and (d) Licensor and Third Parties will not be liable for any direct, indirect, incidental, special, exemplary, punitive or consequential damages with respect to the Excluded Components. The following are Excluded Components: Third Party Code The Program and future updates and fix packs to the Program may contain certain Third Party components which are provided to You under terms and conditions which are different from this Agreement, or which require Licensor or Third Parties that provide Licensor products to provide You with certain notices and/or information. For each such Third Party component, either Licensor or Third Parties will identify such Third Party component in a "README" file (or in an updated "README" file accompanying the fix pack or update), or in a file or files referenced in such "README" files (and shall include any associated license agreement, notices and other related information therein), or the Third Party component will contain or be accompanied by its own license agreement (for example, provided when installing or starting such component, or accompanying such component in a file entitled "README", "COPYING", "LICENSE" or a substantially similar title, or included among the Program's paper documentation, if any). Your use of each Third Party component which contains or is accompanied by its own license agreement, or for which Licensor or Third Parties have identified a license agreement in one of the above "README" files (or in a file or files referenced therein), will be subject to the terms and conditions of such other license agreement, and not this Agreement. By using or not uninstalling such Third Party components after the initial installation of such Third Party components (thereby giving You access to the applicable license agreements, notices and information), You acknowledge and agree to all such license agreements, notices and information, including those provided only in the English language. You agree to review any updated "README" files which accompany updates and fix packs to the Program. Third Party components may not be separated from deviceWISE for use in a standalone environment or with other applications. The Program may contain some or all of the following third party components: Copyrights :
9. TERM AND TERMINATION 9.1 Unless terminated under this Agreement, this Agreement shall continue in effect indefinitely. 9.2 Licensor or its supplier may terminate this Agreement if you fail to comply with any of the terms and conditions of this Agreement. 9.3 On termination of this Agreement for any reason, all your rights granted under this Agreement shall be automatically terminated and you shall promptly cease to use all the Program and, at your costs, i) shall promptly return all copies of the Program to Licensor or its supplier or ii) shall promptly destroy all copies of the Program and submit to Licensor or its supplier a certificate testifying that all copies of the Program have been destroyed. |
