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Installation and Operation Manual
Appendix A: Software License Agreement
1.
General
. Software is being licensed to the Customer pursuant to the following terms and conditions, which supplement
any purchase or lease agreement (the “Equipment Agreement”) between Customer and Sensormatic Electronics
Corporation (“SEC”). By accepting receipt of, or by using, such Software, the Customer agrees to be bound by the
terms of this Software License Agreement (the “License Agreement”). The term “Software” means all computer
programs, instructions, data and databases, in any form or on any media, supplied by SEC (or its suppliers) to
Customer and all current and future versions, revisions, updates, upgrades and new releases thereof. Except as
otherwise provided in this License Agreement, the terms and conditions of the Equipment Agreement apply to the
Software, the related technical and user manuals (“Documentation”) and the license provided herein.
2.
License
. SEC licenses the Software and the Documentation to Customer, for the license fee(s) set forth (or included
in the product prices set forth) in the Equipment Agreement and subject to the terms and conditions of this License
Agreement. The license is non-exclusive and is limited by the terms of this License Agreement. Customer may not
transfer the license except to a party to whom the equipment is transferred and then only with the written consent of
SEC. The Software and Documentation are being licensed and not sold or leased to Customer. SEC or its suppliers
who have authorized SEC to sublicense certain of the Software and Documentation retain ownership of the Software
and Documentation. The Software is being licensed for use only on (i) a single computer (A) owned or leased by
Customer and identified in the Equipment Agreement or (B) otherwise identified in the Documentation as compatible
with the Software, or (ii) a back-up machine if and so long as such computer becomes temporarily inoperable.
3.
Term
. The term of the license is perpetual, except that it will terminate automatically if Customer sells or otherwise
disposes of the Software or its related equipment or Customer breaches any provision of this License Agreement or
the Equipment Agreement. If the license terminates, SEC will have the right to take possession of all copies of the
Software and Documentation in the possession of Customer or to require Customer to destroy all such copies and
certify such destruction in writing to SEC.
4.
Ownership
. Customer agrees and acknowledges that (i) SEC (or its suppliers) is the sole owner of the Software
and Documentation (including all copies thereof, in whatever form or media, delivered to or made by Customer) and
all patent, copyright and other intellectual property rights with respect thereto and (ii) the Software and Documentation
constitute valuable trade secrets, confidential information and proprietary properties of SEC and its suppliers.
Accordingly, Customer agrees that it will have no rights in the Software or Documentation other than those granted
under this License Agreement and agrees to abide by the restrictions on its use of the Software and Documentation
set forth in Section 5 of this License Agreement.
5.
Use and Copies
. Customer may use the Software and Documentation only in conjunction with the other equipment
identified in the Equipment Agreement, as part of the access control, closed circuit television or other security
system being acquired from SEC and for Customer’s internal business purposes. SEC will furnish the Software to
Customer solely in object code form.
Customer may make up to 2 copies of the Software solely for back-up and archival purposes. Customer will not
remove or modify the copyright and other proprietary notices and legends of SEC and its suppliers contained in the
Software and Documentation and will reproduce all such notices and legends on all copies of the Software made by
Customer. Customer may not make copies of the Documentation, but may obtain additional copies of the
Documentation from SEC at its established rates. Except as permitted above, copying of the Software and
Documentation is forbidden.
Customer will not sell, assign, sublicense or transfer this license or sell or otherwise transfer the Software or
Documentation (or any portion thereof) to others. Customer will maintain the Software and Documentation in
confidence and not disclose any data or other information contained in the Software or Documentation to any party,
except for Customer’s employees and agents who require access to the Software for the purposes of Customer’s
internal business and who use it in accordance with the terms of this License Agreement. Customer will not use the
Software for the provision of time-sharing services to others. Customer will not modify the Software or decompile,
disassemble or otherwise reverse engineer the Software and will not have the right to create derivative works of the
Software, including, without limitation, translated or localized versions of the Software. Customer will not export or
re-export the Software or the Documentation or any portion thereof without appropriate United States or foreign
governmental licenses.
Customer will implement appropriate measures, such as the requirement that employees and others permitted
access to the Software enter into appropriate non-disclosure agreements, to satisfy its obligations hereunder and,
generally, will treat the Software and Documentation with the same degree of care and confidentiality which Customer
provides for its own confidential information. Customer acknowledges that it may be held legally responsible for any
copyright infringement or trade secret violation that is caused, in whole or in part, by its failure to abide by the terms
of this License Agreement. Since unauthorized transfer, use or disclosure of the Software and Documentation would
diminish their value to SEC and its suppliers, who would have no adequate remedy at law if Customer breaches its
obligations under this License Agreement, SEC and its suppliers (who are direct and intended beneficiaries of this
License Agreement) will be entitled to injunctive relief, in addition to such other remedies and relief that would be
available to them in the event of such a breach.
