READ THE SOFTWARE LICENSE TERMS CAREFULLY BEFORE INSTALLING.
THESE TERMS REPRESENT THE ENTIRE AGREEMENT BETWEEN YOU AND LICENSOR CONCERNING YOUR USE OF THE SOFTWARE AND DOCUMENTATION. YOUR ACTION TO INSTALL, COPY OR USE THIS SOFTWARE CREATES A LEGAL AGREEMENT BETWEEN US. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT INSTALL THE SOFTWARE.
THE LIGHTWARE CONFIGURATION SOFTWARE, TOGETHER WITH ANY PROVIDED UPDATES OR UPGRADES TO SUCH SOFTWARE (THE “SOFTWARE”) IS PROVIDED BY OR ON BEHALF OF LIGHTWARE VISUAL ENGINEERING (“LIGHTWARE”) TO YOU THE LICENSEE (REFERRED TO AS “YOU” OR “YOUR”) SUBJECT TO THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT (THE “LICENSE”). BY DOWNLOADING, INSTALLING AND/OR USING THE SOFTWARE, YOU AGREE TO BE LEGALLY BOUND BY THIS LICENSE. IF YOU DO NOT AGREE TO THIS LICENSE, YOU MUST NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE.
If you are downloading or installing the Software on behalf of your company, then you represent that you have the authority to enter into this License on behalf of the company. All orders placed by you are subject to and governed by the terms and conditions of this License, regardless of whether the orders reference this License. Any different or additional terms or conditions in any order, proposal, acknowledgment form or any other document will be of no force or effect and will not become part of the agreement between you and Lightware.
1. LICENSE GRANT
Provided that you comply with all terms and conditions of this End User License Agreement (“EULA”), Lightware grants to you a personal, non-exclusive, non-transferable license to install and use one copy of Lightware Software for your internal use. You may make a single backup copy of the Software, provided it remains in your possession and control. The Software may be accessed and managed by using our Lightware Device Control software (the “Client Software”) on your digital mobile device. You acknowledge that you must license and download the Client Software separately from the Software, and that the Client Software is not licensed to you pursuant to the terms of this License.
2. RESTRICTIONS ON USE
Evaluation: You may download, test and evaluate the Software at no charge to you for that evaluation period specified by Lightware (which shall in no event exceed a period of thirty (30) days after your initial download of the Software). During the evaluation period, you must not use the Software for any purpose other than to evaluate it. If you do not elect to purchase a full production license to the Software at the end of the evaluation period, this License automatically terminates and you must promptly discontinue all use of the Software and erase the Software from your Device. If you do elect to purchase a License, then you may continue to use the Software in accordance with the terms of this License, and you agree to pay Lightware all license fees due.
Usage: You may not: (i) directly or indirectly re-package or incorporate any portion of the Software into any other product; remove any proprietary notices, trademarks or labels on or embedded in the Software or Documentation; (ii) permit other persons or entities to use the Software; (iii) directly or indirectly modify, translate, reverse engineer, de-compile, disassemble, or create derivative works based on the Software or Documentation or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law; or (iv) lend, lease, or otherwise transfer the license rights to the Software or Documentation without prior, written permission of Lightware.
The Software is protected by copyright and other intellectual property laws and treaties. All right, title and interest in and to the Software and Documentation, including any copies, shall at all times remain exclusively vested in Lightware, including without limitation all copyright and patent rights. Third-party suppliers are intended beneficiaries under this Agreement and independently may protect their rights in the Software in the event of any infringement. All rights not expressly granted to you are reserved solely to Lightware or its suppliers.
Upgrades This license does not grant you any right to any enhancement, update or maintenance services. Lightware reserves the right to require additional licenses and fees for any such versions or maintenance. If the Software is labeled as an upgrade (“New Version”) to software previously licensed to you (“Previous Version”), you must destroy the original and all copies of the Previous Version, including any copies resident on your hard disk drive that accompanied the software previously licensed to you, within ten (10) days of acquiring the New Version. Unless otherwise allowed by Lightware in writing, you may under no circumstances operate the New Version and Previous Version concurrently on different computers. If requested by Lightware, you agree to show satisfactory proof that the Previous Version and all copies thereof have been destroyed. Software patches, if any, provided to you by Lightware or an authorized third-party in connection with the Software licensed to you hereunder shall be subject to the terms and conditions of this License unless otherwise specified at the time of delivery.
Maintenance: (a) Lightware shall provide you with all corrections, revisions, patches, service packs and updates of the Software made available by Lightware to other licensees of the Software for a period of three (3) or five (5) years based on the term initially selected after you initially download the Software, at no additional charge. (b) The maintenance period will renew at the same time as the software license renews based on the term initially selected Either party may elect in its sole discretion not to renew maintenance by terminating maintenance in writing.
Equipment: Devices used to support the functionality of the Software.
Ownership: Equipment shall be the exclusive property of Lightware, except for your rights to use it in normal business operations under this Agreement. The equipment is and shall remain personal property even if installed in or attached to real property. You shall keep the equipment at all times free and clear from all liens and encumbrances. You will give Lightware immediate notice of any such attachment or other judicial process affecting any article of equipment.
Use: You shall use the equipment in a careful and proper manner and shall comply with all federal, state, and local laws. You shall keep the equipment in good condition and, at your own cost and expense, make all repairs and replacements necessary. You will not make any alterations or improvements to the equipment without Lightware’s prior written consent.
Return: At the end of the term of this Agreement, you shall at your own expense return the equipment to Lightware in as good condition as when received, reasonable wear and tear excepted.
Liability for Damage: You shall be responsible for any damage to the equipment while in your possession and shall pay the value of as much of the equipment as may be damaged or destroyed. On receipt of the payment, Lightware shall, to the extent of the amount paid, assign to you any rights it may have with respect to the damaged or destroyed article of equipment under any insurance, together with all of Lightware’s interest in the article of equipment.
6. TERM AND TERMINATION
This License is effective on the earlier of the date you download, install, or start using the Software and, unless earlier terminated as permitted by this License, shall continue for as long as you own the Device on which the Software is installed. This License shall terminate (a) immediately without notice from Lightware if you breach this License, or (b) upon notice from Lightware in the event of discontinuance of or material modification to the Software (or any part thereof). In the event of any termination of this License, all licensed rights granted in this License will immediately cease to exist, and you must promptly discontinue all use of the Software and erase the Software from your Device.
7. U. S. GOVERNMENT LICENSE RIGHTS
All Software provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions described elsewhere herein. All Software provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with "Restricted Rights" as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.
8. EXPORT RESTRICTIONS
You acknowledge that the Software is subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments.
LIGHTWARE’S SOFTWARE WILL MATERIALLY CONFORM TO ITS DESIGN SPECIFICATIONS FOR A PERIOD OF NINETY (90) DAYS FROM YOUR PURCHASE OF THE SOFTWARE. LIGHTWARE WARRANTS THAT ANY PHYSICAL MEDIA CONTAINING THE SOFTWARE WILL BE SHIPPED FREE OF VIRUSES.
10. DISCLAIMER OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LIGHTWARE PROVIDES THE SOFTWARE “AS IS” AND WITH ALL FAULTS, AND DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SOFTWARE. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE.
11. LIMITATION OF LIABILITY
NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED HEREIN AND ALL DIRECT OR GENERAL DAMAGES IN CONTRACT OR ANYTHING ELSE), THE ENTIRE LIABILITY OF LICENSOR UNDER ANY PROVISION OF THIS EULA AND YOUR EXCLUSIVE REMEDY HEREUNDER SHALL BE LIMITED TO THE GREATER OF THE ACTUAL DAMAGES YOU INCUR IN REASONABLE RELIANCE ON THE SOFTWARE UP TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE. NOTWITHSTANDING THIS LIMITATION, LICENSOR MAY, AT ITS SOLE OPTION, AND ONLY IF NOTIFIED IN WRITING OF A VALID WARRANTY CLAIM DURING THE WARRANTY PERIOD, CORRECT THE WARRANTY DEFECT FOR LICENSOR’S SOFTWARE OR REPLACE SUCH SOFTWARE. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE.
12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY.
This EULA is governed by the laws of the State of Michigan. This EULA represents the entire agreement between you and Lightware relating to the Software and supersedes all prior communications with respect to the Software. If any provision of this EULA is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this License.
Neither the rights nor the obligations arising under this License are assignable by you, and any such attempted assignment or transfer shall be void and without effect.
The failure of Lightware to exercise or enforce any right or provision of this License shall not constitute a waiver of such right or provision.
In the event that any provision of this License is found to be contrary to law, then such provision shall be construed as nearly as possible to reflect the intention of the parties, with the other provisions remaining in full force and effect.
Any notice intended to have legal effect: (a) from Lightware to you may be provided by email, postal mail, or custom feed, (b) from you to Lightware must be sent by postal mail to Lightware, Inc.; Attn: President; 40 Englewood Dr, Suite C, Lake Orion, MI 48359.