IMPORTANT READ CAREFULLY.
This End-User License Agreement is a legal agreement between You and Telit IoT Platforms, LLC (“Telit” or “Licensor”) for the software product or products You acquired in connection with the secureWISE Server, or the secureWISE Tool Console Server or the secureWISE Collaborative Client.
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.
1.1 “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, 5) license use documents or keys, and (6) documentation.
1.2 “You” and “Your” refer either to an individual person or to a single legal entity.
1.3 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the secureWISE Server, or the secureWISE Tool Console Server or the secureWISE Collaborative Client products shall be superseded by the terms and conditions of this Agreement.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.
2.2 Licensor grants You a limited, nonexclusive license to use the Program when You lawfully acquire it as part of the secureWISE Server, or the secureWISE Tool Console Server or the secureWISE Collaborative Client products. The duration of this license may be limited by the terms of your agreement with Licensor relating to the secureWISE Server, or the secureWISE Tool Console Server or the secureWISE Collaborative Client products.
2.3 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
2.4 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.
2.5 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.
2.6 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; (iv) disassemble the Activation Key Lock File or attempt to duplicate it in any way or (v) take any action that would cause the Program to be placed in the public domain.
2.7 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 secureWISE Server, or the secureWISE Tool Console Server or the secureWISE Collaborative Client products. 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.
3.2 Manufacturers, suppliers, or publishers of non-Licensor software programs may provide their own warranties.
3.3 Licensor does not provide technical support, unless Licensor specifies otherwise.
4. Limitation of Liability
4.1 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 and runs to the benefit of the Program developers and suppliers. It is the maximum for which they and Licensor are collectively responsible.
4.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES ARE LICENSOR, THE PROGRAM DEVELOPERS OR SUPPLIERS LIABLE FOR ANY OF THE FOLLOWING, EVEN IF INFORMED OF THEIR POSSIBILITY:
1. LOSS OF, OR DAMAGE TO, DATA;
2. SPECIAL, INCIDENTAL, PUNATIVE OR INDIRECT DAMAGES, OR FOR ANY CONSEQUENTIAL ECONOMIC DAMAGES; OR
3. LOST PROFITS, BUSINESS, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS.
Nothing in this Agreement affects any statutory rights of consumers that cannot be waived or limited by contract.
5.2 In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement remain in full force and effect.
5.3 You may not export the Program.
5.4 You agree to allow Licensor to store and use Your contact information, including names, phone numbers, and e-mail addresses, anywhere it does business. Such information will be processed and used in connection with Licensor’s business relationship, and may be provided to contractors, business partners, and assignees of Licensor for uses consistent with their collective business activities, including communicating with You (for example, for processing orders, for promotions, and for market research).
5.5 Neither You nor Licensor will bring a legal action under this Agreement more than two years after the cause of action arose unless otherwise provided by local law without the possibility of contractual waiver or limitation.
5.6 Neither You nor Licensor is responsible for failure to fulfill any obligations due to causes beyond Your or its control.
5.7 This Agreement will not create any right or cause of action for any third party, except that any of the developers or suppliers of the Program may be the owner of the intellectual property rights related to certain parts of the Program, and shall have the right to claim against You for any violation of this Agreement which affects the intellectual property rights owned by Licensor, its suppliers or the Program developers. Licensor will not be responsible for any third-party claims against You except, as permitted by the Limitation of Liability section above, for bodily injury (including death) or damage to real or tangible personal property for which Licensor is legally liable.
6. Description of Other Rights and Limitations:
6.1 U.S. GOVERNMENT RESTRICTED RIGHTS. The Program and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restriction as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable. The manufacturer is Telit IoT Platforms, LLC, 5300 Broken Sound Boulevard, Suite 150, Boca Raton, FL 33487 USA.
6.2 No Separation of Components: The Program is licensed as a single product and neither the software programs comprising the Program or any UPDATE may be separated for use by more than one user at a time.
7. Governing Law and Jurisdiction
7.1 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.
7.2 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 New York (without reference to New York’s rules regarding conflict of laws). The parties consent to the jurisdiction of the courts of the State of New York and agree that such courts shall have exclusive jurisdiction over any dispute arising under or relating to the Agreement.
7.3 The United Nations Convention on Contracts for the International Sale of Goods does not apply.
8.1 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.
8.2 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.
9. Third Party Components
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.