END-USER SOFTWARE LICENSE AGREEMENT
DVR/NVR VERSION 7.0 AND UP
US - Canada
READ CAREFULLY: ADDLESTONE INC. HEREINAFTER (“ADDLESTONE”) LICENSES THIS SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS SOFTWARE LICENSE AGREEMENT (“AGREEMENT”).
BY SIGNING AT THE END OF THIS AGREEMENT OR BY COPYING, INSTALLING, UPLOADING, ACCESSING OR USING ALL OR ANY PORTION OF THE SOFTWARE YOU AGREE TO ENTER INTO THIS AGREEMENT. A CONTRACT IS THEN FORMED BETWEEN ADDLESTONE AND EITHER YOU PERSONALLY, IF YOU ACQUIRE THE SOFTWARE FOR YOURSELF, OR THE COMPANY OR OTHER LEGAL ENTITY FOR WHICH YOU ARE ACQUIRING THE SOFTWARE.
IF YOU DO NOT AGREE OR DO NOT WISH TO BIND YOURSELF OR THE ENTITY YOU REPRESENT: (A) DO NOT COPY, INSTALL, UPLOAD, ACCESS OR USE THE SOFTWARE; WITHIN THIRTY (30) DAYS FROM THE DATE OF ACQUISITION, RETURN THE SOFTWARE TO THE LOCATION WHERE YOU ACQUIRED IT FOR A REFUND.
COPYING OR USE OF THIS SOFTWARE OR ANY ACCOMPANYING DOCUMENTATION EXCEPT AS PERMITTED BY AGREEMENT IS UNAUTHORIZED AND CONSTITUTES A MATERIAL BREACH OF THIS AGREEMENT AND AN INFRINGEMENT OF THE COPYRIGHT AND OTHER INTELLECTUAL PROPERTY RIGHTS IN SUCH SOFTWARE AND DOCUMENTATION. IF YOU COPY OR USE ALL OR ANY PORTION OF THIS SOFTWARE OR ITS USER DOCUMENTATION WITHOUT ENTERING INTO THIS AGREEMENT OR OTHERWISE OBTAINING WRITTEN PERMISSION OF ADDLESTONE, YOU ARE VIOLATING COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAW. YOU MAY BE LIABLE TO ADDLESTONE AND ITS LICENSORS FOR DAMAGES, AND YOU MAY BE SUBJECT TO CRIMINAL PENALTIES.
1.1 “Access” means to use or benefit from using the functionality of the Software.
1.2 “Computer” means a single electronic device with one or more central processing
units (CPUs) that accepts information in digital or similar form and manipulates the information for a specific result based on a sequence of instructions.
1.3 “Install” means to place a copy of Software onto a hard disk or other storage medium
through any means (including, but not limited to, use of an installation utility application accompanying the Software).
1.4 “License Parameters” means the definition and limitation of the applicable license
scope in Section 2.2 hereof.
1.5 “Permitted Number” means a number relevant for the applicable License Parameters
that ADDLESTONE may specify in the applicable User Documentation. The Permitted Number is one (1) unless otherwise provided by ADDLESTONE in writing.
1.6 “Software” means the computer program that manages the live viewing, recording and play back of video streams. the term Software shall include all programs delivered to You as part of that series.
1.7 “User Documentation” means the explanatory printed or electronic materials that
ADDLESTONE or its authorized distributor incorporates in or delivers in or on a package with the Software or sends to You on an invoice, via email, facsimile or otherwise after You acquire or Install the Software, including, but not limited to, license specifications, activation code, license files, instructions on how to use the Software, and/or technical specifications.
1.8 “You”, means you personally (i.e., the individual who reads and is prompted to accept
this Agreement) if you acquire the Software for yourself or the company or other legal entity for whom you acquire the Software.
1.9 “Authorized Distributor” is an integrator or resale company that has passed a competency test given by ADDLESTONE and has a currently active partner account with ADDLESTONE.
2. SOFTWARE LICENSE
2.1 License Grant. ADDLESTONE grants You a non-sub licensable, non-exclusive, non-transferable, limited license to use copies of the Software in the jurisdiction in which you acquire the Software, in accordance with the applicable User Documentation, within the scope of the License Parameters. ADDLESTONE’s license grant is conditioned on Your continuous compliance with all license limitations and restrictions described in this Agreement. If You violate any of these limitations or restrictions, the license grant will automatically and immediately expire. The license descriptions in this Section 2 define the scope of rights that ADDLESTONE grants to You. Any usage of the Software outside the scope of the applicable license grant constitutes an infringement of ADDLESTONE’s intellectual property rights as well as a material breach of this Agreement.
2.2 License Parameters. ADDLESTONE’s license grant is subject to one or more of the License Parameters defined in this Section 2.2 as specified in the User Documentation. Unless ADDLESTONE expressly specifies or agrees otherwise in the User Documentation, all Software shall be governed solely by a license for Standalone (Individual) Versions (see Section 2.2.1).
2.2.1 Standalone (Individual) Version. If ADDLESTONE identifies the Software as a “Standalone Version” or as an “Individual Version” or if the User Documentation does not identify the Software by any version designation, You may Install and Access one (1) copy of the Software on one (1) individual Computer, which may be connected to a network in a manner that allows more than one (1) user to Access, operate or view the Software. You may not Install the Software on more than one (1) computer at a time.
2.2.2 License Term. Subject to the terms and conditions of this Agreement, the license to use the Software is subject to you complying with the terms and conditions set forth in the your maintenance agreement with ADDLESTONE documentation ( “Maintenance Agreement”), unless the Software qualifies as an Evaluation Version, or is designated as a fixed-term license, a limited duration license or a rental license. In such case, the term of the license shall be the term identified by ADDLESTONE in the applicable User Documentation (the “Designated Term”) or for the term for which You have paid, whichever is less. If ADDLESTONE identifies the Software as licensed for a fixed term, limited duration or rental and does not specify a term, then the Designated Term shall expire ninety (90) days after the date You first Install the Software. Use of this Software beyond the applicable license term, or any attempt to defeat the time-control disabling function in the Software is an unauthorized use and constitutes a material violation of this Agreement and intellectual property law.
2. .3 Upgrades. If ADDLESTONE labels the Software in the User Documentation as an upgrade or update (“New Version”) to software previously licensed to You (“Previous Version”), You must allow ADDLESTONE or an authorized distributor to destroy all copies of the Previous Version, including any copies Installed on Your hard disk drive, and upon request by ADDLESTONE return any User Documentation to ADDLESTONE or the authorized distributor from whom You acquired the Previous Version within one hundred twenty (120) days of Installing the New Version. ADDLESTONE reserves the right to require You to show satisfactory proof that the Previous Version has been destroyed. ADDLESTONE or an authorized third-party in connection with the Software licensed to You hereunder may provide You additional software that supplements or extends the Software. Such supplemental software shall be subject to the terms and conditions of this Agreement except Section 5.1 (Limited Warranty), unless otherwise specified at the time of delivery. Notwithstanding the foregoing, You may retain and need not destroy the Previous Version and may use the Previous Version solely if necessary (1) for the purposes of Installing the New Version hereby licensed and (2) for archival (backup) purposes in order to Install the New Version licensed by this Agreement if the initial installation fails.
2.4 Software Components. The Software is licensed to You as a single product and its
components may not be separated for distribution or use on more than one (1) Computer unless expressly permitted by ADDLESTONE in the applicable User Documentation.
3. PERMITTED AND PROHIBITED ACTIONS
3.1 Permitted Actions
3.1.1 Backup Copy. Regardless of which version of the Software You have acquired, You may Install one archival (backup) copy of the Software. Such archival copy may not be Installed on another Computer, unless such other Computer is a partitioned drive of a server to which only the user of the active copy of the Software can Access. In any event, the archival copy may not be Accessed as long as another copy of the Software is Installed on any Computer. Except as expressly permitted under Section 2.2: (a) if the User Documentation is in printed form, it may not be copied; and (b) if the User Documentation is in electronic form, it may not be duplicated electronically.
3.2 Prohibited Actions. ADDLESTONE does not permit any of the following actions and You
acknowledge that such actions shall be prohibited:
3.2.1 Use. You may not Install, Access or otherwise copy or use the Software or User Documentation except as expressly authorized by this Agreement.
3.2.2 Reverse Engineering. You may not reverse engineer, decompile, or disassemble the Software.
3.2.3 Transfers. You may not distribute, rent, loan, lease, sell, sublicense, or otherwise transfer all or any portion of the Software or User Documentation, or any rights granted in this Agreement, to any other person without the prior written consent of ADDLESTONE.
3.2.4 Hosting or Third Party Use. You may not Install or Access, or allow the Installation or Access of, the Software over the Internet, including, without limitation, use in connection with a Web hosting or similar service, or make the Software available to third parties via the Internet on Your computer system or otherwise.
3.2.5 Notices. You may not remove, alter, or obscure any proprietary notices, labels, or marks from the Software or User Documentation.
3.2.6 Modifications. You may not modify, translate, adapt, arrange, or create derivative works based on the Software or User Documentation for any purpose.
3.2.7 Circumvention. You may not utilize any equipment, device, software, or other means designed to circumvent or remove any form of copy protection used by ADDLESTONE in connection with the Software, or use the Software together with any, authorization code, serial number, or other copy protection device not supplied by ADDLESTONE directly or through an authorized distributor.
3.2.8 Export. You may not export the Software or User Documentation in violation of this Agreement, U.S. or other applicable export control laws.
3.2.9 Use Outside of Territory. You may not use the Software, including without limitation a Network Version, or User Documentation outside of the country in which you acquired the Software.
3.2.10 Exceptions from Prohibitions. The prohibitions contained in this Section 3.2 shall apply to the extent that applicable law (including laws implementing EC Directive 91/250 on the legal protection of computer programs) allows such prohibition to be enforced.
You will bear the burden of proof in demonstrating that applicable law does not allow enforcement of any such prohibition.
4. ALL RIGHTS RESERVED
Except as expressly provided otherwise in this Agreement, title, ownership and all rights and interest including, without limitation, copyrights, in and to the Software and User Documentation and any authorized copies made by You remain with ADDLESTONE and its licensors. The structure, organization, and code of the Software are valuable trade secrets of ADDLESTONE and its licensors and You shall keep such trade secrets confidential. The Software and User Documentation are licensed, not sold.
5. LIMITED WARRANTY AND DISCLAIMERS
5.1 Limited Warranty. ADDLESTONE warrants that, as of the date on which the Software is
delivered by ADDLESTONE and for ninety (90) days thereafter, the Software will provide the features and functions generally described in the User Documentation and that the media on which the Software is furnished, if any, will be free from defects in materials and workmanship. ADDLESTONE's entire liability and Your exclusive remedy under the limited warranty provided in this Section 5.1 will be, at ADDLESTONE's option, to attempt to correct or work around errors, to replace the defective media on which the Software is furnished, if any, or to refund the license fees and terminate this Agreement. Such refund is subject to the return of the defective media, if any, and User Documentation, with a copy of Your receipt to Your local ADDLESTONE office or the authorized distributor from whom You obtained the Software within ninety (90) days from the date of Your receipt of the Software.
5.2 Disclaimer. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES PROVIDED IN SECTION 5.1 HEREOF, ADDLESTONE MAKES AND YOU RECEIVE NO EXPRESS WARRANTIES. ANY STATEMENTS OR REPRESENTATIONS ABOUT THE SOFTWARE AND ITS FUNCTIONALITY IN THE USER DOCUMENTATION OR ANY COMMUNICATION WITH YOU CONSTITUTE TECHNICAL INFORMATION AND NOT AN EXPRESS WARRANTY OR GUARANTEE. IN ADDITION, ADDLESTONE SPECIFICALLY DISCLAIMS ANY OTHER WARRANTY INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, ADDLESTONE DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.
6.1 Functionality Limitations. SURVEILLANCE SOFTWARE AND OTHER TECHNICAL SOFTWARE ARE TOOLS INTENDED TO BE USED BY TRAINED PROFESSIONALS ONLY. THEY ARE NOT SUBSTITUTES FOR YOUR PROFESSIONAL JUDGMENT. SURVEILLANCE AND OTHER TECHNICAL SOFTWARE ARE INTENDED TO ASSIST WITH SURVEILLANCE AND ARE NOT SUBSTITUTES FOR HUMAN SURVEILLANCE. DUE TO THE LARGE VARIETY OF POTENTIAL APPLICATIONS FOR THE SOFTWARE, THE SOFTWARE HAS NOT BEEN TESTED IN ALL SITUATIONS UNDER WHICH IT MAY BE USED. ADDLESTONE SHALL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR THE RESULTS OBTAINED THROUGH THE USE OF THE SOFTWARE. PERSONS USING THE SOFTWARE ARE RESPONSIBLE FOR THE SUPERVISION, MANAGEMENT AND CONTROL OF THE SOFTWARE. THIS RESPONSIBILITY INCLUDES, BUT IS NOT LIMITED TO, THE DETERMINATION OF APPROPRIATE USES FOR THE SOFTWARE AND THE SELECTION OF THE SOFTWARE AND OTHER PROGRAMS TO ACHIEVE INTENDED RESULTS. PERSONS USING THE SOFTWARE ARE ALSO RESPONSIBLE FOR ESTABLISHING THE ADEQUACY OF INDEPENDENT PROCEDURES FOR TESTING THE RELIABILITY AND ACCURACY OF ANY PROGRAM OUTPUT, INCLUDING ALL ITEMS DESIGNED BY USING THE SOFTWARE.
6.2 Activation Code Required.
B. THE ACTIVATION SECURITY MECHANISMS MAY DISABLE THE SOFTWARE IF YOU TRY TO TRANSFER IT TO ANOTHER COMPUTER, IF YOU TAMPER WITH THE DATE SETTING MECHANISMS ON YOUR COMPUTER, IF YOU USE THE SOFTWARE PAST AN APPLICABLE EVALUATION PERIOD OR LIMITED TERM, OR IF YOU UNDERTAKE CERTAIN OTHER ACTIONS THAT MAY OFFSET THE SECURITY MODE. MORE INFORMATION IS CONTAINED IN THE APPLICABLE USER DOCUMENTATION OR AVAILABLE FROM ADDLESTONE ON REQUEST.
7. COMPLIANCE WITH LAWS.
7.1 GENERAL. IN PERFORMING THIS AGREEMENT, YOU WILL COMPLY WITH ANY AND ALL APPLICABLE STATE AND GOVERNMENTAL REQUIREMENTS. YOU WILL, AT YOUR OWN EXPENSE, SECURE AND MAINTAIN ANY AND ALL REGISTRATIONS, PERMITS, LICENSES, APPROVALS AND OTHER GOVERNMENTAL ACTIONS REQUIRED TO COMPLY WITH ANY STATE OR GOVERNMENTAL REQUIREMENT OR LAW OR OTHERWISE PEFORM HEREUNDER AND WILL MAKE ALL FILINGS WITH GOVERNMENTAL AUTHORITIES REQUIRED OF USE OF THE PRODUCTS. THIS AGREEMENT IS IN ALL RESPECTS SUBJECT TO COMPLYANCE WITH ALL SUCH REQUIREMENTS. YOU WILL PROVIDE TO ADDLESTONE ON REQUEST COPIES OF ALL REGISTRATIONS, PERMITS, LICENSES, APPROVALS, CERTIFICATES, COORESPONDENCE AND OTHER DOCUMENTATION RELATED TO ANY SUCH ACTION. YOU WILL NOTIFY ADDLESTONE OF ANY IMPENDING CHANGES TO GOVERNMENTAL REQUIREMENTS THAT PERTAIN TO, AND MAYNECCESSITATE MODIFICATIONS TO, THE PRODUCTS OR SERVICES.
8. NO ILLEGAL ACTIVITY. YOU WILL NOT ENGAGE IN ANY ILLEAGAL ACTIVITIES. ADDLESTONE WILL NOT BE HELD RESPONSIBLE FOR ANY OF YOUR ACTIVITIES THAT MAY BE CONSIDERED TO BE ILLEGAL.
9. LIMITATION OF LIABILITY
IN NO EVENT SHALL ADDLESTONE OR ITS LICENSORS HAVE ANY LIABILITY FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, REVENUE, DATA, OR COST OF COVER. IN ADDITION, IN NO EVENT SHALL THE LIABILITY OF ADDLESTONE OR ITS LICENSORS FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THIS AGREEMENT EXCEED THE AMOUNT PAID OR PAYABLE BY YOU FOR THE SOFTWARE PRINCIPALLY RESPONSIBLE FOR SUCH DAMAGES. THE LIMITATIONS OF LIABILITY IN THIS SECTION 7 SHALL APPLY TO ANY DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, EVEN IF ADDLESTONE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER THE LIMITED REMEDIES AVAILABLE HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE.
10. U.S. GOVERNMENT RESTRICTED RIGHTS
The Software and User Documentation are “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 and 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Software and User Documentation are being provided to U.S. Government end users (1) only as a Commercial Item, and (2) with only those rights as are granted to all other end users pursuant to the terms and conditions of this Agreement. Manufacturer is ADDLESTONE, INC., P.O. Box 4561, Wilmington, DE 19807, USA.
11.1. No Assignment; Insolvency. This Agreement and any rights hereunder are non-assignable and any purported assignment shall be void. The Agreement and the licenses granted hereunder shall terminate without further notice or action by ADDLESTONE if You become bankrupt or insolvent, make an arrangement with Your creditors or go into liquidation.
11.2. Choice of Law. This Agreement and any disputes arising out of or in connection with this Agreement shall be governed by Delaware law without reference to conflict-of-laws principles and excluding the UN Convention on Contracts for the International Sale of Goods.
11. 3 Entire Agreement. This Agreement and the applicable User Documentation
constitute the entire agreement between us and supersede any other previous or
contemporaneous communications, agreements, representations, or advertising with respect to the Software and User Documentation. Any modifications to this Agreement shall be invalid, unless made in a duly signed writing.
11.4 Severability. If and to the extent any provision of this Agreement is held illegal,
invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of any other provision of this Agreement in any other jurisdiction.
11.5 Audits. To ensure compliance with this Agreement, You agree that upon reasonable
notice, ADDLESTONE or ADDLESTONE’s authorized representative shall have the right in inspect and audit Your Installation, Access and use of the Software. Any such inspection or audit shall be conducted during regular business hours at Your facilities or electronically. If such inspections or audits disclose that You have Installed, Accessed or permitted Access to the Software on Computer(s) in a manner that is not permitted under this Agreement, then ADDLESTONE may terminate this Agreement immediately and You are liable to pay for any unpaid license fees as well as the reasonable costs of the audit. Nothing in this section shall be deemed to limit any legal or equitable remedies available to ADDLESTONE for violation of this Agreement or applicable law.
11.6 Language. The English language version of this Agreement is legally binding in case
of any inconsistencies between the English version and any translations.
11.7 Canadian License. If You purchased the license for this Software in Canada, You
agree to the following: The parties hereto confirm that it is their wish that this Agreement, as well as other documents relating hereto, including Notices, have been and shall be written in the English language only. Les parties ci-dessus confirment leur désir que cet accord ainsi que tous les documents, y compris tous avis qui s'y rattachent, soient rédigés en langue anglaise