END-USER LICENSE AGREEMENT
IMPORTANT - READ THIS END-USER LICENSE AGREEMENT ("EULA") CAREFULLY BEFORE OPENING THE DISK
PACKAGE, DOWNLOADING THE SOFTWARE OR INSTALLING, COPYINGOR OTHERWISE USING THE SOFTWARE.
THIS EULA IS A LE
GAL AGREEMENT BETWEEN YOU AND VISONIC LTD. (“TYCO”) AND GOVERNS YOUR USE OF
THE SOFTWARE ACCOMPANYING THIS EULA, WHICH SOFTWAREINCLUDES COMPUTER SOFTWARE AND MAY
INCLUDE MEDIA, PRINTED MATERIALS, AND "ON-LINE" OR ELECTRONIC DOCUMENTATION (COLLECTIVELY,
THE "SOFTWARE"). BY BREAKING THE SEAL ON THIS PACKAGE, DOWNLOADING THE SOFTWAREOR
INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF
THIS EULA. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS EULA, DO NOT OPEN,
DOWNLOAD, INSTALL, COPY OR OTHERWISE USE THE SOFTWARE.
1.
SCOPE OF LICENSE. The Software may include computer code, program files and any associated media,
hardware or software keys, printed material and electronic documentation. The Software may be provided to
you pre-installed on a storage device (the media) as part of a computer system or other hardware or device
(“System”). The Software is protected by copyright laws and international copyright treaties, as well as other
intellectual property laws and treaties. All title and intellectual property rights in and to the Software
(including but not limited to any images, photographs, and text incorporated into the Software), the
accompanying printed materials, and any copies of the Software, are owned by Tyco and/or its suppliers.
The Software is licensed, not sold. All rights not expressly granted under this EULA are reserved by Tyco
and its suppliers.
2.
GRANT OF LICENSE. This EULA grants you the following rights on a non-exclusive basis:
a.
General. This EULA permits you to use the Software for which you have purchased this EULA. Once
you have purchased licenses for the number of copies of the Software that you require, you may use
the Software and accompanying material provided that you install and use no more than the licensed
number of copies at one time. The Software is only licensed for use with specified Licensor-supplied
Systems. If the Software is protected by a software or hardware key or other device, the Software
may be used on any computer on which the key is installed. If the key locks the Software to a
particular System, the Software may only be used on that System.
b.
Locally Stored Components. The Software may include a software code component that may be
stored and operated locally on one or more devices. Once you have paid the required license fees for
these devices (as determined by Tyco in its sole discretion), you may install and/or use one copy of
such component of the Software on each of the devices as licensed by Tyco. You may then use,
access, display, run or otherwise interact with ("use") such component of the Software in connection
with operating the device on which it is installed solely in the manner set forth in any accompanying
documentation or, in the absence of such, solely in the manner contemplated by the nature of the
Software.
c.
Remotely Stored Components. The Software may also include a software code component for
operating one or more devices remotely. You may install and/or use one copy of such component of
the Software on a remote storage device on an internal network with all of the devices and may
operate such component with each device over the internal network solely in the manner set forth in
any accompanying documentation or, in the absence of such, solely in the manner contemplated by
the nature of the Software; provided however, you must still acquire the required number of licenses
for each of the devices with which such component is to be operated.
d.
Embedded Software/Firmware. The Software may also include a software code component that is
resident in a device as provided by Tyco for operating that device. You may use such component of
the Software solely in connection with the use of that device, but may not retrieve, copy or otherwise
transfer that software component to any other media or device without Tyco's express prior written
authorization.
e.
Backup Copy. You may make a back-up copy of the Software (other than embedded software) solely
for archival purposes, which copy may only be used to replace a component of the S oftware for
which you have current valid license. Except as expressly provided in this EULA, you may not
otherwise make copies of the Software, including the printed materials.
3.
OTHER RIGHTS AND LIMITATIONS. Your use of the Software is subject to the following additional
limitations. Failure to comply with any of these restrictions will result in automatic termination of this EULA
and will make available to Tyco other legal remedies.
a.
Limitations on Reverse Engineering and Derivative Works. You may not reverse engineer,
decompile, or disassemble the Software, and any attempt to do so shall immediately terminate this
EULA - except and only to the extent that such activity may be expressly permitted by applicable law
notwithstanding this limitation. You may not make any changes or modifications to any portion of the
Software, or create any derivative works, without the written permission of an officer of Tyco (except
as provided in Section 3(f) of this EULA with respect to “open source” software). You may not rem
ove
any proprietary notices, marks or labels from the Software. You shall institute reasonable measures
to ensure compliance with the terms and conditions of this EULA by your personnel and agents.
b.
Copyright Notices. You must maintain all copyright notices on all copies of the Software.
c.
Transfer. You may only transfer your rights under this EULA (i) as part of a permanent sale or
transfer of all of the devices for which the Software is licensed as applicable; (ii) if you transfer all of
the Software (including all component parts, the media and printed materials, any upgrades and this
EULA); (iii) if you do not retain any copies of any portion of the Software; (iv) if the recipient agrees to
the terms of this EULA; and (v) if the Software is an upgrade, such transfer must also include all prior
versions of the Software. You agree that failure to meet all of these conditions renders such transfer
null and void.
d.
Termination. Without prejudice to any other rights, Tyco may terminate this EULA if you fail to comply
with the terms and conditions herein. In such event, you must immediately destroy all copies of the
Software and all of its component parts. To the extent the Software is embedded in hardware or
firmware, you will provide prompt access to Tyco or its representative to remove or lock Software
features or functionality as Tyco determines.
e.
Subsequent EULA. Tyco may also supersede this EULA with a subsequent EULA pursuant to
providing you with any future component, release, upgrade or other modification or a ddition to the
Software. Similarly, to the extent that the terms of this EULA conflict with any prior EULA or other
agreement between you and Tyco regarding the Software, the terms of this EULA shall prevail.
f.
Incorporation of “Open Source” and other Third
Party Software. Portions of the Software may be
subject to certain third party license agreements governing the use, copying, modification,
redistribution and warranty of those portions of the Software, including what is commonly known as
“open source” sof
tware. A copy of each applicable third party license can be found in the file
README.TXT or other documentation accompanying the Software. Such open source software is
not subject to any warranty and indemnity set forth in this EULA. By using the Software you are also
agreeing to be bound to the terms of such third party licenses. If provided for in the applicable third
party license, you have a right to receive source code for such software for use and distribution in any
program that you create, so long as you in turn agree to be bound to the terms of the applicable third
party license, and your programs are distributed under the terms of that license. A copy of such
source code may be obtained free of charge by contacting your Tyco representative.