End-User License Agreement FOR xSecuritas PRODUCTS
THIS IS A CONTRACT. BY INSTALLING THIS SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.
This xSecuritas, Inc. (“xSecuritas”) General License Agreement accompanies all xSecuritas products and related explanatory materials (“SOFTWARE”). The term “SOFTWARE” shall also include any upgrades, modified versions or updates of the Software licensed to you by xSecuritas. Please read this License Agreement carefully. If you are reading this prior to electronic distribution, you will be asked to accept this agreement and continue to install or, if you wish to decline this agreement, in which case you will not be able to use the Software.
The SOFTWARE is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE is licensed, not sold.
1. GRANT OF LICENSE:
SOFTWARE PRODUCT: xSecuritas grants to you as an individual, a non-transferable, nonexclusive license to use the SOFTWARE PRODUCT. You are hereby permitted to load and execute the SOFTWARE PRODUCT on a single computer only. All other computers used must have a separate LICENSE. You also agree to hold in the strictest confidentiality any and all runtime codes given to you by xSecuritas, to enable your application.
You are not permitted to:
Edit, alter, modify, adapt, translate or otherwise change the whole or any part of the Software nor permit the whole or any part of the Software to be combined with or become incorporated in any other software, nor decompile, disassemble or reverse engineer the Software or attempt to do any such things.
Reproduce, copy, distribute, resell or otherwise use the Software for any commercial purpose.
Allow any third party to use the Software on behalf of or for the benefit of any third party.
Use the Software in any way which breaches any applicable local, national or international law.
Use the Software for any purpose that xSecuritas considers is a breach of this EULA agreement.
The SOFTWARE is owned by xSecuritas and its suppliers, and its structure, organization and code are the valuable trade secrets of xSecuritas and its suppliers. The SOFTWARE is protected by United States Copyright Law and International Treaty provisions. You may use trademarks only insofar as required to comply with Section 1 of this License Agreement and to identify printed output produced by the Software, in accordance with accepted trademark practice, including identification of trademark owner’s name. Such use of any trademark does not give you any rights of ownership in that trademark. Except as stated above, this License Agreement does not grant you any intellectual property rights in the Software.
Separation of Components
The SOFTWARE PRODUCT is licensed as a single product. Its component parts may not be separated for use on more than one computer..
Without prejudice to any other rights,
END USER LICENSE
4. ADDITIONAL RESTRICTIONS
Reverse Engineering and Confidentiality:
5. PROPRIETARY PROTECTION
LICENSEE acknowledges and agrees that the LICENSED SOFTWARE contains valuable trade secrets and proprietary information that are the property of SUPPLIER. LICENSEE covenants and agrees not to encumber the LICENSED SOFTWARE in any manner, nor market, sell, assign, lease, transfer, license or sub-license the LICENSED SOFTWARE or any part or parts thereof, other than in accordance with the terms and conditions of this Agreement.
LICENSEE shall protect the confidentiality of the LICENSED SOFTWARE and any documentation provided with the LICENSED
LICENSEE shall be liable to SUPPLIER for any and all damages incurred by LICENSEE as a direct or indirect result of any unauthorized disclosure of confidential information, including court costs and reasonable attorney fees. Additionally, LICENSEE acknowledges and agrees that disclosure of the trade secrets or proprietary or other confidential information of SUPPLIER or uses of the LICENSED SOFTWARE in breach of this Agreement is likely to cause SUPPLIER harm for which damages may not be adequate remedy, and that SUPPLIER shall, therefore, be entitled to equitable relief to restrain such breach, without prejudice to any other right or remedy.
If the SOFTWARE is labelled as an upgrade, you must be properly licensed to use a product identified by xSecuritas as being eligible for the upgrade in order to use the SOFTWARE. SOFTWARE labelled as an upgrade replaces and/or supplements the product that formed the basis for your eligibility for the upgrade. You may use the resulting upgraded product only in accordance with the terms of this License Agreement. If the SOFTWARE is an upgrade of a component of a package of software programs that you licensed as a single product, the SOFTWARE may be used and transferred only as part of that single product package and may not be separated for use on more than one computer.
7. EXPORT RESTRICTIONS
You agree that neither you nor your customers intend to or will, directly or indirectly, export or transmit (a) the SOFTWARE or related documentation and technical data or (b) your software products as defined under of this License Agreement (or any part thereof), or any process or service that is the direct product of the SOFTWARE to any country to which such export or transmission is restricted by any applicable U.S. regulation or statute, without the prior written consent, if required, of the Bureau of Export Administration of the U.S. Department of Commerce, or such other governmental entity as may have jurisdiction over such export or transmission.
8. NO WARRANTY
The SOFTWARE is being delivered to you AS IS and xSecuritas makes no warranty as to its use or performance. xSecuritas AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE OR DOCUMENTATION. xSecuritas AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT WILL xSecuritas OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A xSecuritas REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. Some states or jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, or the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you.
Limitation of Warranties
By using our products, you understand and agree that all Resources we provide are “as is” and “as available”. This means that we do not represent or warrant to you that:
- the use of our Resources will meet your needs or requirements.
- the use of our Resources will be uninterrupted, timely, secure or free from errors.
- the information obtained by using our Resources will be accurate or reliable, and
- any defects in the operation or functionality of any Resources we provide will be repaired or corrected.
Furthermore, you understand and agree that:
- any content downloaded or otherwise obtained through the use of our Resources is done at your own discretion and risk, and that you are solely responsible for any damage to your computer or other devices for any loss of data that may result from the download of such content.
- no information or advice, whether expressed, implied, oral or written, obtained by you from xSecuritas or through any Resources we provide shall create any warranty, guarantee, or conditions of any kind, except for those expressly outlined in this User Agreement.
Limitation of Liability
In conjunction with the Limitation of Warranties as explained above, you expressly understand and agree that any claim against us shall be limited to the amount you paid, if any, for use of products and/or services. xSecuritas.com will not be liable for any direct, indirect, incidental, consequential or exemplary loss or damages which may be incurred by you as a result of using our Resources, or as a result of any changes, data loss or corruption, cancellation, loss of access, or downtime to the full extent that applicable limitation of liability laws apply.
9. GOVERNING LAW AND GENERAL PROVISIONS
This License Agreement will be governed by the laws of the State of California, U.S.A., excluding the application of its conflicts of law rules. This License Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If any part of this License Agreement is found void and unenforceable, it will not affect the validity of the balance of the License Agreement, which shall remain valid and enforceable according to its terms. You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations. This License Agreement shall automatically terminate upon failure by you to comply with its terms. This Agreement may only be modified in writing signed by an authorized officer of xSecuritas, Inc.
10. U.S. government information
Use, duplication, or disclosure by the U.S. Government of the computer software and documentation in this package shall be subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.277-7013 (Oct 1988) and FAR 52.227-19 (Jun 1987).