LABSSH v2.x SOFTWARE LICENSE AGREEMENT
INSTALLATION NOTICE: THIS IS A CONTRACT. BEFORE YOU DOWNLOAD THE SOFTWARE AND/OR COMPLETE THE INSTALLATION PROCESS, CAREFULLY READ THIS AGREEMENT. BY DOWNLOADING THE SOFTWARE AND/OR CLICKING THE APPLICABLE BUTTON TO COMPLETE THE INSTALLATION PROCESS, YOU CONSENT TO THE TERMS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT WISH TO BECOME A PARTY TO THIS AGREEMENT AND BE BOUND BY ALL OF ITS TERMS AND CONDITIONS, CLICK THE APPROPRIATE BUTTON TO CANCEL THE INSTALLATION PROCESS, DO NOT INSTALL OR USE THE SOFTWARE, AND RETURN THE SOFTWARE WITHIN THIRTY (30) DAYS OF RECEIPT OF THE SOFTWARE (WITH ALL ACCOMPANYING WRITTEN MATERIALS, ALONG WITH THEIR CONTAINERS) TO THE PLACE YOU OBTAINED THEM.
1.1. "Computer" or "computer." Refers to one computing device or, if the Software is being used in connection with a virtual machine, one virtual machine on one computing device.
1.2. "Labwerx." Means LFG LLC doing business as Labwerx, a company organized under the laws of the State of Utah, U.S.A.
1.3. "Software." Means LabSSH V1.4, together with all accompanying code, documentation and utilities.
1.4. "You." Means you, the individual using the Software, as well as your employer, if you are using the Software within the scope of your employment. If you are using the Software within the scope of your employment, then you represent that you are authorized to bind your employer to this Agreement.
1.5. "Authorized Applications." Means those applications that you create with development versions of the Software that you have validly licensed. Any application created with any Software acquired under an evaluation license is not an Authorized Application.
2. Grant of license. In consideration of, and conditioned upon, your payment of the applicable fees to Labwerx, Labwerx hereby grants you a limited, non-exclusive right to use (in accordance with one of the license types outlined below) the Software on compatible devices. The license type applicable to you is outlined in the product receipt or invoice, and is displayed in the Software's licensing utility.
2.1. License Types
2.1.1. Computer Based License. Under the terms of a computer based license, the Software is licensed for use on one (1) computer (the "designated computer"). The designated computer is established by activating the software for use on that computer. You may change the designated computer for a computer based license to another computer; provided that no more than two (2) such changes may occur per calendar year and further provided that, immediately following such change, none of the Software remains installed on the former designated computer.
2.1.2. Evaluation License. An evaluation license may be used only to review, demonstrate and evaluate the Software for a limited time period, the length of which is specified by the Software's licensing mechanism.
2.1.3. Deployment License: Under the terms of a deployment license, you may distribute, deploy, or otherwise make available Authorized Applications without paying additional fees to Labwerx.
2.1.4. Named User License. Under the terms of a named user license, you must designate in writing (through the Software activation process) one (1) person to serve as the named user for the license (the "Named User"). The Software may be installed on up to two (2) computers in a single workplace of the designated Named User. Only the designated Named User, however, may use or otherwise run the Software, and the Software may not be run concurrently (i.e., it may only be launched on one computer at a time). You may transfer a named user license to a new Named User, provided that no more than two (2) such transfers may occur per calendar year, and provided that the former Named User ceases all use of the Software and uninstalls the Software from all computers associated with that Named User.
3. License Termination. This Agreement shall automatically terminate upon failure by you to comply with its terms. Upon termination, the license grants contained herein shall terminate and you must immediately cease all use of the Software and all distribution of Authorized Applications, and immediately destroy all copies of the Software.
4.1. You may not reverse engineer, decompile, or disassemble the Software (except to the extent such foregoing restriction is expressly prohibited by applicable law).
4.2. You may not sub-license, lease, lend, or rent the Software.
4.3. You may not do anything that would circumvent the licensing protection provided in the Software.
4.4 You may not (other than expressly permitted under this Agreement) distribute in whole or in part, modify, or create derivatives of the Software or distribute or publish applications created with the Software.
5. Transfer. You may transfer the Software to a third party provided that you notify Labwerx in writing of such transfer (including the name and location of such third party), such third party accepts the terms and conditions of this Agreement, and after such transfer, you do not retain any copies of the Software, and you immediately uninstall the Software and cease all use of the Software.
6. Software/Hardware Key. If the Software requires a software key code or a hardware key, you acknowledge that the Software will not function without a certain, unique software key code or hardware key. This software key code or hardware key will be furnished to you by Labwerx and you agree that such software key code and hardware key is to be used solely with the Software for which it is provided. While Labwerx may (in its sole discretion) provide you with the applicable key prior to receipt from you of the applicable license fees, you will remain obligated to pay such fees to Labwerx.
7. Copyright. The Software, and all copies of the Software, are owned by Labwerx and are protected by applicable copyright laws and international treaty provisions. The Software, and copies thereof, are licensed only, and are not sold or leased. Therefore, you must treat the Software like any other copyrighted material. You may, however, (i) make a reasonable number of copies of the Software solely for backup or archival purposes and (ii) make a reasonable number of copies of the documentation that accompanies the Software solely for your internal use in connection with your use of the Software. In no event may you remove or alter any copyright, patent, trademark, or other legal notices or disclaimers that exist in the Software. All rights not expressly granted to you in this Agreement are reserved to Labwerx.
8. Limited Warranty. Except for Software provided under an evaluation license which Software is provided without warranty, Labwerx warrants, for your benefit alone, that for a period of thirty (30) days from the date the Software is first downloaded by you the Software will perform substantially in accordance with the accompanying documentation. Some states/jurisdictions do not allow limitations on duration of an express or implied warranty, so the above or any other limitation provided herein may not apply to you. In such event, such warranties are limited to the minimum warranty period allowed by applicable law. The Limited Warranty is void if failure of the Software has resulted from accident, abuse, misapplication, third party products (i.e., hardware or software) used by you which are not intended by Labwerx for use with the Software, utilization of an improper hardware or software key (if applicable), or unauthorized maintenance of the Software.
9. Customer Remedies. Labwerx's sole obligation (and your sole remedy) with respect to the foregoing Limited Warranty shall be to, at Labwerx's option, return the fees paid by you to Labwerx, in which event you must destroy all copies of the Software, in which case the license granted to you shall terminate without liability on the part of Labwerx by reason of such termination, or repair or replace the Software, provided that Labwerx receives written notice of applicable defects during the warranty period. You hereby agree not to bring an action to enforce your remedies under the foregoing Limited Warranty, or for breach of warranty, more than one (1) year after the accrual of such cause of action.
10. No Other Warranties. EXCEPT AS EXPRESSLY SET FORTH ABOVE, NO WARRANTIES, EITHER EXPRESS OR IMPLIED ARE MADE WITH RESPECT TO THE SOFTWARE, THIRD PARTY SOFTWARE OR SOFTWARE SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THERE ARE NO OTHER WARRANTIES THAT MAY ARISE FROM USAGE OF TRADE OR COURSE OF DEALING. LABWERX DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT RELATING TO THE SOFTWARE, THIRD PARTY SOFTWARE, AND THE SOFTWARE SERVICES. LABWERX DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF OR THE RESULTS OF THE USE OF THE SOFTWARE OR SOFTWARE SERVICES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE AND DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.
11. Limitation On Liability. The entire liability of Labwerx and its licensors (including its and their directors, officers, employees, and agents) is set forth above. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LABWERX AND ITS LICENSORS (INCLUDING ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND; ANY EXPSNSES, LOST PROFITS, LOST SAVINGS, BUSINESS INTERRUPTION OR LOST BUSINESS INFORMATION; OR ANY OTHER DAMAGES, EXCEPT DIRECT DAMAGES NOT EXCEEDING IN THE AGGREGATE THE LICENSE FEE PAID FOR THE SOFTWARE PRODUCT INVOLVED; ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR THIRD PARTY SOFTWARE, OR RELATED HARDWARE, EVEN IF LABWERX OR ITS LICENSORS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE NEGLIGENCE OF LABWERX OR OTHERS. You acknowledge that the applicable fees and prices reflect this allocation of risk.
12. U.S. Government Rights. The Software is a "commercial item" developed exclusively at private expense, consisting of "commerial computer software" and "commercial computer software documentation" as such terms are defined or used in the applicable U.S. acquisition regulations. If you are an agency, department, or other entity of the United States Government, the Software is licensed hereunder (i) only as a commercial item and (ii) with only those rights as are granted to all other licenses pursuant to the terms and conditions of this Agreement. You agree not to use, duplicate, or disclose the Software in any way not expressly permitted by this Agreement. Nothing in this Agreement requires Labwerx to produce or furnish technical data for or to you.
13.1. You agree to make all applicable records available for review by Labwerx during your normal business hours so as to permit Labwerx (upon reasonable notice to you) to verify your compliance with the terms and conditions of this Agreement. Further, if you are a business or other entity, you agree that upon the request of Labwerx or Labwerx?s authorized representative, you will promptly document and certify in writing to Labwerx that your and your employees? use of the SOFTWARE complies with the terms and conditions of this Agreement. Labwerx may (upon written notice) inspect your use of the Software during your normal business hours to ensure your compliance with this Agreement. If the results of any such inspection indicate the underpayment by you of applicable fees due and payable to Labwerx, you shall (i) immediately pay such amounts to Labwerx; and (ii) reimburse Labwerx for the cost of such inspection.
13.2. You agree that the SOFTWARE may collect and communicate certain software, hardware, and use information to Labwerx's (or its service providers') servers for the purposes of (i) checking for and performing any updates, (ii) ensuring that you have complied and are complying with the terms and license conditions in this Agreement, including your use of valid software key codes or hardware keys or both, and (iii) Labwerx's internal product development. The information collected and communicated does not include any proprietary application data. NI will not provide any of the information to any third party except as required (i) by law or legal process, or (ii) to enforce compliance with the terms and license conditions in this Agreement, including your use of valid software key codes or hardware keys or both.
14.1. This agreement constitutes the complete agreement between you and Labwerx regarding the Software and supersedes any oral or written proposals, prior agreements, purchase orders, or any other communication between you and Labwerx relating to the subject matter of this Agreement. No delay or omission by Labwerx to exercise any right or power it has under this Agreement shall impair or be construed as a waiver of such right or power. A waiver by Labwerx of any breach of any provision hereof shall not be construed to be a waiver of any succeeding breach of that provision or of any breach of any other provision. No modification of this Agreement shall be effective unless set forth in a writing signed by a duly authorized representative of you and Labwerx. The word "including" as used in this Agreement shall be understood as meaning "including without limitation".
14.2. If any action is brought by either party to this Agreement against the other regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any relief granted, reasonable attorney fees and court costs. If any provision of this Agreement is held invalid, the offending clause will be modified so as to be enforceable and, as modified, shall be fully enforced, and the remainder of this Agreement will continue in full force and effect.
14.3. The SOFTWARE is, and Third Party Software provided by Labwerx with the SOFTWARE may be, subject to control under the U.S. Export Administration Regulations (15 CFR Part 730 et. seq.), other applicable U.S. export control laws and regulations, and applicable global export control laws and regulations, including, for products exported from the European Union, the Council Regulation (EC) No. 428/2009 (the "Regulation") and the Hungarian Government Decree No. 50/2004 (III. 23.). You agree that you will not export, re-export or transfer any SOFTWARE or Third Party Software provided by Labwerx with the Software via any means to any prohibited destination, entity or individual without the required export license(s) or authorization(s) from the U.S. Government and/or other applicable export licensing authority. Labwerx reserves the right not to ship or permit downloading of the Software ordered if, at any time, Labwerx believes that such shipment or downloading of such Software or any Third Party Software provided by Labwerx with such Software, may violate U.S. and/or other applicable export control laws. If you are downloading the Software, you hereby represent and warrant to Labwerx as follows: (i) you are not located in, or under the control of, any country the laws and regulations of which prohibit importation of the Software or any Third Party Software provided by NI with the Software; and (ii) you are not located in, or under the control of, any country to which the laws and regulations of the U.S. and/or other applicable export control laws prohibit exportation of the Software or any such Third Party Software.