DSC Software EULA
END-USER LICENSE AGREEMENT
END-USER LICENSE AGREEMENT
(For Digital Security Controls Software Provided With or
Without Products or Components)
IMPORTANT - READ CAREFULLY: DSC Software acquired with or
without Products and Components is copyrighted and is licensed under the
following license terms:
This End-User License Agreement ("EULA") is a
legal agreement between You (the company, individual or
entity who acquired the Software and any related Hardware) and Tyco Safety
Products Canada Ltd. ("DSC"), the manufacturer of the integrated
security systems and the developer of the software and any related products or
components ("HARDWARE") which You acquired.
If the DSC software product ("SOFTWARE PRODUCT" or
"SOFTWARE") is intended to be accompanied by HARDWARE, and is NOT
accompanied by new HARDWARE, You may not use, copy or install the SOFTWARE
PRODUCT. The SOFTWARE PRODUCT includes computer software, and may include associated media, printed materials, and "online" or electronic documentation.
Any software provided along with the SOFTWARE PRODUCT that
is associated with a separate end-user license agreement is licensed to You under the terms of that license agreement.
By installing, copying, downloading, storing, accessing or
otherwise using the SOFTWARE PRODUCT, You agree unconditionally to be bound by
the terms of this EULA, even if this EULA is deemed to be a modification of any
previous arrangement or contract. If You do not agree to the terms of this EULA, DSC is unwilling
to license the SOFTWARE PRODUCT to You, and You have no right to use it.
SOFTWARE PRODUCT LICENSE
The SOFTWARE PRODUCT 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
PRODUCT (including but not limited to any images, photographs, and text
incorporated into the SOFTWARE PRODUCT), the accompanying printed materials,
and any copies of the SOFTWARE PRODUCT, are owned by DSC and/or its suppliers.
The SOFTWARE PRODUCT is licensed, not sold. All rights not expressly granted
under this EULA are reserved by DSC and its suppliers.
1. GRANT OF LICENSE.
This EULA grants You the right to install and use the
SOFTWARE PRODUCT on the HARDWARE or other product or component for which it was
made available by DSC 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 PRODUCT. The SOFTWARE PRODUCT may also include a
software code component that is resident in a device as provided by DSC for
operating that device. You may use such
component of the SOFTWARE PRODUCT 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 DSC's express prior written
authorization.
2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
(a) Software Installation and Use.
For each license You acquire, You
may have only one copy of the SOFTWARE PRODUCT installed on the HARDWARE.
(b) Storage/Network Use.
The SOFTWARE PRODUCT may not be installed, accessed, displayed,
run, shared or used concurrently on or from different computers, including a
workstation, terminal or other digital electronic device ("Device"),
unless the SOFTWARE PRODUCT is intended to be operated as a network based
solution. In other words, if You have several Devices,
You will have to acquire a license for each Device where the SOFTWARE will be
used.
(c) Back-up Copy.
You may make back-up copies of the SOFTWARE PRODUCT, but You may only have one copy per license installed at any
given time. You may use the back-up copy solely for archival purposes. Except as expressly provided in this EULA,
You may not otherwise make copies of the SOFTWARE PRODUCT, including any
associated media, printed materials, or "online" or electronic
documentation.
(c) Limitations on Reverse Engineering, Decompilation
and Disassembly.
You may not reverse engineer, decompile, or disassemble the SOFTWARE
PRODUCT, except and only to the extent that such activity is expressly
permitted by applicable law notwithstanding this limitation, and any attempt to
do so shall immediately terminate this license.
You may not make any changes or modifications to the Software, or create
any derivative works, without the written permission of an officer of DSC. You
may not remove any proprietary notices, marks or labels from the Software
Product. You shall institute reasonable measures to ensure compliance with the
terms and conditions of this EULA.
(d) Separation of Components.
The SOFTWARE PRODUCT is licensed as a single product. Its
component parts may not be separated for use on more than one HARDWARE unit.
(e) Single INTEGRATED PRODUCT.
If You acquired this SOFTWARE with
HARDWARE, then the SOFTWARE PRODUCT is licensed with the HARDWARE as a single
integrated product. In this case, the SOFTWARE PRODUCT may only be used with
the HARDWARE as set forth in this EULA.
(f) Rental.
You may not rent, lease or lend the SOFTWARE PRODUCT. You
may not make it available to others or post it on a server or a web site.
(g) Software Product
Transfer.
You may transfer all of Your rights under this EULA only (1)
as part of a permanent sale or transfer of the HARDWARE, (2) You transfer all
of the SOFTWARE PRODUCT (including all component parts, the media, associated
printed and other materials accompanying the SOFTWARE PRODUCT and this EULA),
(3) You do not retain any copies of any portion of the SOFTWARE PROUCT, (4) the
recipient agrees to the terms of this EULA, (5) You notify DSC of the permanent
transfer of the HARDWARE, and (6) if the SOFTWARE PRODUCT is an upgrade, any
transfer must also include all prior versions of the SOFTWARE PRODUCT.
(h) Termination.
Without prejudice to any other rights, DSC may terminate
this EULA if You fail to comply with the terms and
conditions of this EULA. In such event, You must immeditely destroy all copies of the SOFTWARE PRODUCT and
all of its component parts.
(i) Trademarks.
This EULA does not grant You any
rights in connection with any trademarks or service marks of DSC or its
suppliers.
(j)
Copyright Notices.
You must maintain all copyright notices on all copies of the
SOFTWARE PRODUCT.
(k) Subsequent EULA.
DSC may also supersede this EULA with a subsequent EULA
pursuant to providing you with any future component, release, upgrade, or other
modification or addition to the SOFTWARE PRODUCT. Similarly, to the extent that the terms of
this EULA conflict with any prior EULA or other agreement between you and DSC
regarding the SOFTWARE PRODUCT, the terms of this EULA shall prevail.
(l) Incorporation of
“Open Source” and other Third Party Software.
Portions of the SOFTWARE PRODUCT may be subject to certain
thirty party license agreements governing the use, copy, modification,
redistribution, and warranty of that material as set forth the applicable
license from such third party, including what is commonly known as “open
source” software. A copy of this and
each applicable third party license can be found in the file README.TXT
accompanying this SOFTWARE PRODUCT. By
using the SOFTWARE PRODUCT 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 DSC representative.
3. COPYRIGHT.
All title and intellectual property rights in and to the
SOFTWARE PRODUCT (including but not limited to any images, photographs, and
text incorporated into the SOFTWARE PRODUCT), the accompanying media, printed
materials, and "online" or electronic documentation, and any copies
of the SOFTWARE PRODUCT, are owned by DSC or its suppliers. You may not copy
any materials accompanying the SOFTWARE PRODUCT, whether in printed or other
form. All title and intellectual property rights in and to the content which
may be accessed through use of the SOFTWARE PRODUCT are the property of the
respective content owner and may be protected by applicable copyright or other
intellectual property laws and treaties. This EULA grants You
no rights to use such content. All rights not expressly granted under this EULA
are reserved by DSC and its suppliers.
4. EXPORT RESTRICTIONS.
You agree that you will not export or re-export any portion
of the SOFTWARE PRODUCT, or any direct product thereof (the foregoing
collectively referred to as the "Restricted Components"), to any
country, person or entity subject to Canadian and/or U.S. export restrictions.
You specifically agree not to export or re-export any of the Restricted
Components (i) to any country to which Canada and/or the U.S. has embargoed or
restricted the export of goods or services, which currently include, but are
not necessarily limited to Cuba, Iran, Iraq, Libya, North Korea, Sudan and
Syria, or to any national of any such country, wherever located, who intends to
transmit or transport the Restricted Components back to such country; (ii) to
any person or entity who you know or have reason to know will utilize the
Restricted Components in the design, development or production of nuclear,
chemical or biological weapons; or (iii) to any person or entity who has been
prohibited from participating in Canadian and/or U.S. export transactions by
any federal agency of the Canadian or U.S. government. You warrant and
represent that neither the U.S. Commerce Department, Bureau
of Export Administration nor any other U.S. or Canadian federal agency
has suspended, revoked or denied your export privileges.
5. U.S. GOVERNMENT
RESTRICTED RIGHTS. The SOFTWARE PRODUCT
is Commercial Computer Software provided with "restricted rights"
under Federal Acquisition Regulations and agency supplements to them. Any use,
duplication or disclosure by the U.S. Government is subject to restrictions as
set forth in subparagraph (c)(1)(ii) of the Rights in
Technical Data and Computer Software clause at DFAR 255.227-7013 et. seq. or 252.211-7015, or subparagraphs (a) through (d) of
the Commercial Computer Software Restricted Rights at FAR 52.227-19, as
applicable, or similar clauses in the NASA FAR Supplement.
Contractor/manufacturer is Tyco Security Products Ltd., 3301 Langstaff Road, Concord, Ontario, Canada L4K 4L2.
6. CHOICE OF LAW.
This Software License Agreement is governed by the laws of
the Province of Ontario, Canada. Each of the parties irrevocably submits to the
exclusive jurisdiction of the courts of the Province of Ontario. The provisions of the
United Nations Convention on Contracts for the International Sale of Goods is
expressly excluded from this EULA.
7. ARBITRATION.
All disputes arising in connection with this Agreement shall
be determined by final and binding arbitration in accordance with (i) the
Arbitration Act, 1991 (Ontario), if You are a resident of Canada or (ii) the
International Commercial Arbitration Act, (Ontario), if You are resident
outside Canada, or any successor or replacement legislation which may be in
force, and the parties agree to be bound by the arbitrator's decision. The place of arbitration shall be Toronto, Canada.
8. LIMITED WARRANTY.
(a) NO WARRANTY
DSC PROVIDES THE SOFTWARE "AS IS" WITHOUT
WARRANTY. DSC DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR
THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. DSC HEREBY
DISCLAIMS ANY AND ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESSED,
IMPLIED OR STATUTORY (INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES AND
CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,
NON-INFRINGEMENT OR NON-MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF A
THIRD PARTY, CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT,
OR SYSTEM INTEGRATION) AND ALL OTHER OBLIGATIONS OR LIABILITIES ON THE PART OF
DSC. DSC MAKES NO WARRANTY THAT ANY
PORTION OF THE SOFTWARE PRODUCT WILL OPERATE ERROR-FREE, FREE OF ANY SECURITY
DEFECTS OR IN AN UNINTERRUPTED MANNER. DSC SHALL NOT BE RESPONSIBLE FOR
PROBLEMS CAUSED BY CHANGES IN THE OPERATING CHARACTERISTICS OF THE DEVICE(S) UPON
WHICH THE SOFTWARE PRODUCT IS OPERATING, OR FOR PROBLEMS IN THE INTERACTION OF
THE SOFTWARE PRODUCT WITH NON-DSC SOFTWARE OR HARDWARE PRODUCTS. DSC NEITHER ASSUMES NOR AUTHORIZES ANY OTHER
PERSON PURPORTING TO ACT ON ITS BEHALF TO ASSUME FOR IT ANY OTHER WARRANTY,
CONDITION OR LIABILITY CONCERNING THIS SOFTWARE PRODUCT.
(b) EXCLUSION
OF SPECIAL AND OTHER DAMAGES
UNDER NO CIRCUMSTANCES SHALL DSC BE LIABLE FOR ANY SPECIAL,
INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES BASED UPON BREACH OF
WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL
THEORY. SUCH DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF PROFITS, LOSS OF
THE SOFTWARE PRODUCT OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF
SUBSTITUTE OR REPLACEMENT EQUIPMENT, FACILITIES OR SERVICES, DOWN TIME, YOUR
TIME, THE CLAIMS OF THIRD PARTIES, INCLUDING CUSTOMERS, INJURY TO PROPERTY,
LOSS OR DAMAGE TO ANY SYSTEMS, RECORDS OR DATA, OR LIABILITIES RELATED TO A
VIOLATION OF AN INDIVIDUAL'S PRIVACY RIGHTS, EVEN IF DSC HAS BEEN ADVISED OF
THE POSSIBILITY THEREOF. YOU ARE SOLELY
RESPONSIBLE AND LIABLE FOR VERIFYING THE SECURITY, ACCURACY AND ADEQUACY OF ANY
OUTPUT FROM THE SOFTWARE, AND FOR ANY RELIANCE THEREON.
(c) LIMITATION
OF LIABILITY; WARRANTY REFLECTS ALLOCATION OF RISK
IN ANY EVENT, IF DSC IS HELD TO BE LIABLE TO YOU UNDER ANY
STATUTE OR OTHERWISE, DSC'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS EULA
SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU TO LICENSE
THE SOFTWARE PRODUCT AND FIVE CANADIAN DOLLARS (C$5.00). BECAUSE AND TO THE EXTENT THAT SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS OF LIABILITY ABOVE,
THESE MAY NOT APPLY TO YOU.
(d) CHANGES IN OPERATING ENVIRONMENT
Without limiting the generality of the other provisions of
this section 8, DSC shall not be responsible for problems caused by changes in
the operating characteristics of the HARDWARE, or for problems in the
interaction of the SOFTWARE PRODUCT with non-DSC-SOFTWARE or HARDWARE PRODUCTS.
WARNING: DSC recommends that the entire system be completely
tested on a regular basis. However, despite frequent testing, and due to, but
not limited to, criminal tampering or electrical disruption, it is possible for
this SOFTWARE PRODUCT to fail to perform as expected.
9. SEVERABILITY.
If any term of this agreement is or
becomes illegal, invalid or unenforceable, the illegality, invalidity or
unenforceability of that term will not affect the legality, validity or
enforceability of the remaining terms of this agreement.
10. ENTIRE AGREEMENT.
This agreement constitutes the entire agreement between the
parties with respect to subject matter and supersedes all prior agreements,
negotiations, discussions, undertakings, representations, warranties and
understanding, whether written or verbal.
Printer Friendly EULA (PDF)
Please visit this link to get a PDF copy of the DSC Software EULA. [1]
A PDF reader can be downloaded directly from Adobe Systems Incorporated.
[2].
