SOFTWARE LICENSE AGREEMENT
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SOFTWARE.
BY USING THE SOFTWARE OR CLICKING "AGREE” USER IS AGREEING TO BE BOUND BY THIS AGREEMENT. IF USER AGREES TO THESE TERMS ON BEHALF OF A LEGAL ENTITY, USER REPRESENTS THAT USER HAS THE AUTHORITY TO BIND THAT LEGAL ENTITY TO THESE TERMS.
This software license agreement is between the user agreeing to these terms (User) and LS Research, LLC., a Wisconsin corporation (LSR). The LSR proprietary software and associated documentation (Software), are set forth in the applicable software manifest as well as any updates or upgrades to such software programs or documentation. The Software is licensed and not sold and may only be used in accordance with this agreement.
- OTHER SOFTWARE. The Software may be bundled with other software and associated electronic documentation, including open source software (Other Software). The Other Software is licensed under and its use is exclusively governed by the license terms provided with such software, and not these terms. If User gains access to Other Software, they will be listed in the applicable software manifest.
- LICENSE GRANT TO THE SOFTWARE. Subject to the terms of this agreement, LSR hereby grants to User a limited, revocable, non-transferable, non-exclusive, non-assignable, non-sublicensable and royalty-free license, to:
- make copies, prepare derivative works, display internally and use internally the Software provided to User in source code for the sole purpose of developing executable versions of such Software or any derivative, that operate solely in conjunction with LSR wireless devices for end use in the Products, and maintain and support such Software, or any derivative and the Products. Product means a product that consists of both hardware, including one or more LSR wireless devices, and software components, including only executable versions of the Software that operate solely in conjunction with such LSR wireless device.
- distribute the Software as part of the Product, provided that such Product includes only embedded executable versions of such Software that operate solely in conjunction with LSR wireless devices.
- User must maintain the source code versions of the Software under password control protection and may not disclose it to any person other than User's employees and contractors whose job requires access.
- User may not use the Software with a wireless device other than a LSR wireless devices, and User agrees that such unauthorized use is a material breach of this agreement.
- Except as expressly provided in this agreement, User may not copy, publish, disclose, display, distribute or make available the Software to any third party and User must not sublicense, transfer, or assign the Software or User's rights under this agreement to any third party.
- User may not use Software in a manner that subjects the Software to any license obligations or any other intellectual property related terms of any license governing open source software.
- User may not use the Software in a manner that would be competitive with LSR products or for purposes of competing with LSR products.
- CONTRACTORS. Third party contractors of User may use and access the Software under the terms of this agreement when providing services to User, and User is responsible for their compliance with the terms of this agreement as if they had signed this agreement.
- INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY.
- Proprietary Rights. The Software contains copyrighted material, trade secrets and other proprietary information of LSR and its licensors and are protected by copyright laws, international copyright treaties, and trade secret laws and other intellectual property laws. User agrees, not to unlock, decompile, reverse engineer, disassemble or otherwise translate to a human-perceivable form any portions of the Software in executable format. User will not remove, cover or obscure any confidentiality, trade secret, trade mark, patent, copyright or other proprietary notice or identifying marks from the Software and User must include the copyright notices and proprietary legends of LSR and its licensors as they appear in the Software. LSR reserves all rights not expressly granted.
- Industry Standards. Some of the Software may be based on industry recognized standards or software programs published by industry recognized standards bodies and certain third parties may claim to own patents, copyrights or other intellectual property rights that cover implementation of those standards. This agreement does not convey a license to any such third party patents, copyrights or other intellectual property rights and that User is solely responsible for any patent, copyright or other intellectual property right claim that relates to User's use or distribution of the Software or User's use or distribution of User's products that include or incorporate the Software. User is responsible for any fees or royalties that may be payable to any third party based on such third party's interests in the Software or any intellectual property rights that cover implementation of any industry recognized standard, any software program published by any industry recognized standards bodies or any other proprietary technology.
- Confidentiality. User acknowledges that the Software contain trade secrets and other confidential information of LSR and its licensors. User agrees to use the Software solely within the scope of the licenses, to maintain the Software in strict confidence, to use at least the same degree of care that User employs to prevent disclosure of User's own confidential information of like importance but in no instance less than reasonable care, and to prevent disclosure of the Software to any third party, except as may be necessary in connection with User's rights and obligations. User agrees to obtain confidentiality agreements with User's employees and contractors having access to the Software. LSR may disclose User contact information to LSR's licensors.
- WARRANTY DISCLAIMER. LSR DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. USER UNDERSTANDS THAT THE SOFTWARE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED.
- NO TECHNICAL SUPPORT. LSR and its licensors are under no obligation to install, maintain or support the Software.
- TERMINATION. This agreement is effective until terminated. Either party may terminate this agreement without cause by notice (including email) to the other party. If User fails to comply with the terms of this agreement or User is acquired, LSR may terminate this agreement upon written notice (including email) to User. Upon termination, User will destroy all copies of the Software and, if requested by LSR, will provide a written statement certifying destruction.
- LIMIT ON LIABILITY. There may be situations in which (as a result of material breach or other liability) User is entitled to make a claim against LSR. In no vent will LSR's or its licensor's liability under this agreement or arising out of User's use of the Software exceed $500. Even if it knows of the possibility of such damage or liability, in no circumstance is LSR responsible for any: loss of, or damage to, data or information; lost profits, revenue, or productivity; or other special, consequential, incidental or indirect damages. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply.
- GOVERNING LAW AND EXCLUSIVE FORUM. This agreement is governed by the laws of the State of Wisconsin (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for Ozaukee County, Wisconsin, and User submits to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in litigation is entitled to recover its attorneys' fees and costs from the other party.
- OTHER TERMS.
- Entire Agreement. This agreement and the software manifest constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. User is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise or inducement not included in this agreement is binding.
- Non-Assignment. Neither party may assign or transfer this agreement to a third party, nor delegate any duty, except that the agreement may be assigned, without the consent of the other party, as part of a merger, or sale of all or substantially all of the business or assets, of a party.
- Independent Contractors. The parties are independent contractors with respect to each other.
- Enforceability. If any term of this agreement is invalid or unenforceable, the other terms remain in effect.
- Survival of Terms and Force Majeure. All terms that by their nature survive termination of this agreement for each party to receive the benefits and protections of this agreement, will survive. Neither party is liable for events beyond its reasonable control, including, without limitation force majeure events.
- Compliance Audit. No more than once in any 12-month period and upon at least 30 days advance notice, LSR (or its representative) may audit User's usage of the Software at any User facility. User will cooperate with such audit.
- Modification Only in Writing. No modification or waiver of any term of this agreement is effective unless signed by both parties.
- Export Compliance. User must comply with all applicable export control laws of the United States, foreign jurisdictions and other applicable laws and regulations.
- US GOVERNMENT RESTRICTED RIGHTS. If User is a United States government agency or acquired the license to the Software hereunder pursuant to a government contract or with government funds, then as defined in FAR §2.101, DFAR §252.227-7014(a)(1) and DFAR §252.227-7014(a)(5) or otherwise, all Software provided in connection with this agreement are "commercial items,” "commercial computer software” or "commercial computer software documentation.” Consistent with DFAR §227.7202 and FAR §12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution by or for the United States government is governed solely by the terms of this agreement and is prohibited except to the extent permitted by the terms of this agreement.