Diff: LICENSE.txt

Revision:

63:ed37629c03cd

Parent:

1:9f30fbe9e9c1

--- a/LICENSE.txt	Thu Jul 27 10:53:31 2017 -0500
+++ b/LICENSE.txt	Tue Jun 19 13:13:52 2018 -0500
@@ -4,25 +4,83 @@
 END USER LICENSE AGREEMENT
 PLEASE READ THIS END USER LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE USING THE MULTI-TECH PRODUCT, INSTALLING OR ACCESSING THE SOFTWARE, OR DOWNLOADING ANY SOFTWARE UPDATES FOR USE WITH THE MULTI-TECH PRODUCT. BY USING THE MULTI-TECH PRODUCT, INSTALLING OR ACCESSING THE SOFTWARE OR DOWNLOADING SOFTWARE UPDATES FOR THE MULTI-TECH PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE MULTI-TECH PRODUCT, INSTALL OR ACCESS THE SOFTWARE, OR DOWNLOAD THE SOFTWARE UPDATES. INSTEAD, PLEASE CONTACT MULTI-TECH’S CUSTOMER SERVICE DEPARTMENT AT customerservice@multitech.com. 
 
-1. DEFINITIONS. The following terms are defined as follows: (a) ”Documentation” means any user guides, data sheets, manuals, specifications, or other written description of the Software provided by Multi-Tech; (b) “Multi-Tech” means, collectively, Multi-Tech Systems, Inc., its directors, officers, employees, representatives, agents, licensors, and affiliated entities; (c) “Software” means, collectively, (i) the software provided by Multi-Tech, (ii) the software pre-installed on any Multi-Tech product, and (iii) any Documentation; and (d) “You” means you, an individual, if you are accessing the Software on your behalf, or if you are accessing the Software on behalf of your employer or a third party, “You” means the legal entity of the employer or third party as applicable. 
+MULTITECH SOFTWARE LICENSE AGREEMENT
+This Software License Agreement ("Agreement") is entered into by and between Multi-Tech Systems, Inc. ("MultiTech") and the business
+entity identified as the customer below ("Customer"). For purposes of this Agreement, “Software” means the software modules provided
+by MultiTech to Customer as more specifically identified below. Software may be provided in binary, object code, or source code formats,
+and includes any updates or upgrades to or new version of the original software, if and when made available to Customer by MultiTech.
 
-2. ACCEPTANCE. You accept the terms of this Agreement either by: (a) clicking “I Accept” when offered by Multi-Tech; or (b) using the Multi-Tech product, installing or accessing the Software or downloading Software updates. You acknowledge and agree that You have read and understood this Agreement, have had an opportunity to discuss this Agreement with Your legal and other advisors, and agree to be bound by the terms and conditions of this Agreement. 
+1. LICENSE GRANT. Subject to the terms of this Agreement, MultiTech grants to Customer, during the Term, a worldwide, revocable,
+non-exclusive, non-transferable, non-sublicensable, royalty-free limited license to: (a) use and reproduce the Software, and modify the
+Software modules for which source code is provided, solely in conjunction with MultiTech’s products; (b) reproduce, have reproduced,
+display, perform, transmit, license and distribute the Software in binary or executable form, solely as incorporated or embedded into
+MultiTech’s products.
+Use of the Software in conjunction with any product other than MultiTech’s products is strictly prohibited. In no event may Customer (i)
+distribute, license or sell the Software or any modifications thereof as a standalone product; (ii) decrypt, disassemble, reverse assemble
+or reverse compile the Software, except to the extent such restrictions are prohibited by applicable law; and/or (iii) distribute the source
+code of the Software and/or modifications thereof.
 
-3. LICENSE. The Software is licensed, and is not sold. Subject to the terms of this Agreement, You are granted a limited, non-transferable, non-exclusive license that permits You to use the Software with the Multi-Tech product for internal business or personal use. This License does not grant to You any rights to re-license or sublicense or otherwise resell or re-distribute the Software. This License does not grant to You any rights to obtain future Software updates (e.g., upgrades, fixes, etc.). If future Software updates are obtained by You, whether through a version release, Multi-Tech technical support, or another Multi-Tech authorized method, such Software updates are subject to the terms of this Agreement. If applicable, any previous version of the Software must be destroyed or returned to Multi-Tech within 90 days of receipt of the Software updates. 
+2. RESTRICTIONS ON USE. Customer acknowledges that the Software and the structure, organization, and source code thereof
+constitute valuable trade secrets of MultiTech. Accordingly, except as expressly permitted in Section 1 or as otherwise authorized by
+MultiTech in writing, Customer will not, directly or indirectly: (a) modify, adapt, alter, translate, or create derivative works from the
+Software; (b) sublicense, lease, rent, loan, sell, distribute, make available or otherwise transfer the Software to any third party; (c) reverse
+engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; or (d) otherwise use or copy the
+Software except as expressly allowed under Section 1 above. Customer may not disclose to third parties or through publication the
+results of performance/benchmark tests run on the Software without the prior written consent of MultiTech.
 
-4. RESTRICTIONS. This Agreement does not authorize You to: (a) sell, lease, copy, assign, license, sublicense, translate, distribute, or otherwise transfer, in whole or in part, the Software; (b) modify, distribute, copy, reproduce, or publish, in whole or in part, the Documentation; (c) use the Software on a timesharing basis to operate a service bureau facility or providing hosting of the Software for the benefit of third parties; (d) decompile, disassemble, reverse engineer or otherwise attempt to derive source code from the Software, except as, and then only to the extent, required by applicable law or an applicable open source license; (e) modify or create derivative works of the Software; or (f) create, develop, license, install, use or deploy any software or services to circumvent, enable, modify or provide access, permissions or rights which violate the technical restrictions in the Software. You acknowledge and agree that the Software and Documentation is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. You agree to strictly comply with all such regulations and acknowledge that You are responsible for obtaining any applicable licenses to export, re-export or import the Software and Documentation.
+3. OWNERSHIP. As between the parties, the Software and all modifications and improvements to the Software, and all worldwide
+intellectual property rights and proprietary rights relating thereto or embodied therein, are the exclusive property of MultiTech and its
+suppliers. MultiTech and its suppliers reserve all rights in and to the Software not expressly granted to Customer in Section 1, and no
+other licenses or rights are granted by implication, estoppel or otherwise.
 
-5. OWNERSHIP; CONFIDENTIALITY. You agree that the Software contains trade secret information, copyrights, trademarks, and other intellectual property rights that are owned by Multi-Tech Systems, Inc. or its licensors. Multi-Tech retains all right, title and interest in and to the Software. All rights not expressly granted herein are reserved. You acknowledge and agree that the Software was developed at considerable time and expense by Multi-Tech and is confidential to and a trade secret of Multi-Tech. You agree to maintain the Software in strict confidence and not disclose the Software or provide access thereto to any other third party.
+4. TERM AND TERMINATION. This Agreement is effective upon acceptance by Customer and shall continue until terminated by
+MultiTech for any reason whatsoever upon thirty (30) days’ notice. Customer may terminate this Agreement at any time by destroying
+the Software and notifying MultiTech at: sales@multitech.com. If Customer breaches any provision of this Agreement, this Agreement
+will automatically terminate. Upon the termination of this Agreement, the license granted to Customer will terminate. The provisions of
+Sections 2, 3, 4, 5, 6, 7, 8, and 9 shall survive termination or expiration of this Agreement for any reason.
 
-6. THIRD PARTY SOFTWARE. The Software may contain software from sources other than Multi-Tech Systems, Inc., including without limitation, third party proprietary software and free and open source software. To the extent the Software includes free and open source software, it is subject to the applicable free and open source software license. Multi-Tech Systems, Inc. makes available information related to the free and open source software at www.multitech.com/licensing.go or upon written request. 
+5. CONFIDENTIALITY. MultiTech may disclose certain information regarding the business of MultiTech and its suppliers, including the
+Software and technical, marketing, financial, employee, planning, and other confidential or proprietary information of MultiTech or its
+suppliers ("Confidential Information"). Any information that Customer knew or should have known, under the circumstances, was
+considered confidential or proprietary by MultiTech will be considered Confidential Information. Customer agrees (a) not to disclose
+Confidential information to any persons outside its organization, except to its consultants or agents who agree in writing to protect such
+Confidential information as required herein; and (b) to use the Confidential information only for the purpose of evaluating the Software.
 
-7. DISCLAIMER OF WARRANTY. EXCEPT AS SET FORTH IN THE MULTI-TECH STANDARD WARRANTY THAT ACCOMPANIES THE MULTI-TECH PRODUCT, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES OF THE SOFTWARE, SUCH AS THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, OR OTHERWISE ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. 
+6. DISCLAIMER. CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER'S USE OF THE SOFTWARE IS ENTIRELY AT
+ITS OWN RISK AND THE SOFTWARE PROVIDED BY MULTITECH TO CUSTOMER IS PROVIDED "AS IS" WITHOUT ANY
+WARRANTY OF ANY KIND WHATSOEVER. MULTITECH, ON BEHALF OF ITSELF AND ITS SUPPLIERS, HEREBY EXPRESSLY
+DISCLAIMS ALL WARRANTIES WITH REGARD TO THE SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORY OR
+OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
+PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR
+COURSE OF PERFORMANCE. TO THE EXTENT THAT, AS A MATTER OF APPLICABLE LAW, ANY IMPLIED OR STATUTORY 
+WARRANTY MAY NOT BE DISCLAIMED, THE DURATION AND SCOPE OF SUCH WARRANTY SHALL BE THE MINIMUM
+PERMISSIBLE UNDER SUCH APPLICABLE LAW.
 
-8. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT ALLOWABLE BY APPLICABLE LAW, Multi-Tech IS NOT LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST REVENUE AND BUSINESS INTERRUPTION, ARISING OUT OF THE SOFTWARE, WHETHER BASED ON CONTRACT, TORT, OR OTHER THEORY AND REGARDLESS OF WHETHER SUCH PERSON OR ENTITY SHALL BE ADVISED OR HAVE REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES. IF Multi-Tech IS EVER DEEMED LIABLE TO YOU, ITS AGGREGATE LIABILITY, WHETHER BASED IN TORT, CONTRACT, STATUTE OR OTHERWISE, IS LIMITED TO THE NET AMOUNT PAID BY YOU FOR THE Multi-Tech PRODUCT.
+7. LIMITATION OF LIABILITY. IN NO EVENT WILL MULTITECH BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY,
+PUNITIVE, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR
+RELATING TO THE SOFTWARE OR THIS AGREEMENT, EVEN IF MULTITECH HAS BEEN ADVISED OF THE POSSIBILITY OF
+SUCH DAMAGES. MULTITECH’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE
+SOFTWARE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $50. CUSTOMER ACKNOWLEDGES
+THAT THIS PROVISION REFLECTS THE AGREED UPON ALLOCATION OF RISK FOR THIS AGREEMENT AND THAT MULTITECH
+WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.
+
+8. COMPLIANCE WITH LAWS. Customer shall comply with all laws, regulations, rules, ordinances and orders applicable to its use of
+the Software. Without limiting the foregoing, Customer shall comply with the relevant export administration and control laws and
+regulations, as may be amended from time to time, including, without limitation, the United States Export Administration Act, to ensure
+that the Software is not shipped, transferred or exported (directly or indirectly) in violation of U.S. law.
 
-9. TERMINATION. Multi-Tech may, upon written notice to You, immediately terminate this Agreement and the warranty period set forth in the Multi-Tech Standard Warranty if You breach the terms set forth in this Agreement.
-
-10. GENERAL. This Agreement: (a) contains the complete and exclusive agreement regarding its subject matter, (b) supersedes all prior or contemporaneous written or oral agreements, representations, promises, and understandings related thereto (except those previously referenced third party license agreements), (c) may be modified, supplemented or amended by Multi-Tech with or without notice (which modification, supplement or amendment may be made available with Software updates or future purchases of Multi-Tech products), (d) is between sophisticated parties, and so the rule of construing ambiguities against the drafter will not apply, (e) will be governed by Minnesota law, without regard to its choice of law provisions, and (f) is binding upon the parties and their successors, will not benefit or create any right or cause of action for any other person or entity other than the parties, except Multi-Tech’s third party licensors. No waiver of this Agreement is effective by Multi-Tech unless in writing signed by a duly authorized representative. If any provision of this Agreement is held to be invalid, it shall be interpreted so as to best advance the spirit of this Agreement and Multi-Tech’s intent. All disputes arising from this Agreement shall be heard in the exclusive jurisdiction of the state courts of Minnesota, U.S.A. and You agree to submit to the personal jurisdiction of such courts. You acknowledge that You are age thirteen or older, and by accepting this Agreement, You agree that You are fully authorized, able and competent to enter into this Agreement.
+9. MISCELLANEOUS. Customer may not assign or delegate, directly or indirectly, by operation of law or otherwise, this Agreement or
+any of its rights or obligations under this Agreement (including the license rights granted to Customer to the Software) to any third party.
+Any attempted assignment or transfer in violation of the foregoing will be null and void and of no effect. This Agreement will be subject
+to and governed by the laws of the State of Minnesota and the United States of America without regard for its conflicts of law principles
+that would require application of the laws of a different state or country. The federal and state courts for Minneapolis, MN shall have
+jurisdiction over any disputes, claims or controversies arising out of or relating to this Agreement, and Customer hereby consents the
+jurisdiction of such courts over any such dispute, claim or controversy. All modifications, waivers and amendments must be in writing
+and signed by both parties. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver
+of any other provision or of such provision on any other occasion. If any provision of this Agreement is held by a court of competent
+jurisdiction to be unenforceable for any reason, the remaining provisions hereof shall be unaffected and continue in full force and effect.
+This Agreement constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or
+contemporaneous agreements, understandings and communications, whether written or oral.
 
    Multi-Tech Systems, Inc. 
    2205 Woodale Drive