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HID GLOBAL CORPORATION
SOFTWARE LICENSE AGREEMENT
This is a legal agreement between You, the user or installer (“You”), and HID Global Corporation (“HID”). This agreement governs all software that is distributed with HID’s or HID brands’ (for example, OMNIKEY brand or Smart ID brand or Fargo) products (the “Product”), and any and all updates and downloads You subsequently access and install, including associated media, documentation, drivers, online or electronic information provided by HID related to the Product (collectively, the “Software”). By opening or breaking the seal on the product package, installing or downloading the Software, or using the Software that has been preloaded onto or is embedded in the HID Product, You agree to be bound by the terms of this agreement. If You do not agree to these terms, prior to Your use, installation or downloading of the Software, return all Software items (disks, written materials, and packaging) and delete any downloaded, preloaded, or embedded Software. If it is not practical to delete preloaded or embedded Software, You must also return the Product.
1. Software License.
The Software is licensed for use only in conjunction with HID reader products. Use of the Software in conjunction with non-HID reader products is not licensed hereunder.
(a) End Users: Subject to the terms of this Agreement, HID grants to You a nonexclusive, nontransferable, worldwide, fully paid-up license under HID’s and its supplier’s copyrights to access, install the Software onto any computer or networked computer and use the Software solely to configure, program and use the Product for Your internal use.
(b) Authorized Installers: Subject to the terms of this Agreement, HID grants to You a nonexclusive, nontransferable, worldwide, fully paid-up license under HID’s and its supplier’s copyrights to:
i) install the Software onto any computer or networked computer solely for purposes of configuring the Products or associated physical access systems of Your end users;
ii) distribute the Software, to Your end users of the Products, but only under a license agreement with terms at least as restrictive as those contained herein; and
iii) reproduce and distribute the complete unmodified end-user documentation which may accompany the Software to Your end users of the Products, but only in association with distributions of the Software or Products for which the Software is intended.
(c) General Notice for Third Party Technologies. The Software may include or be bundled with other software programs licensed under different terms and/or licensed by a vendor other than HID. Use of any software programs accompanied by a separate license agreement is governed by that separate license agreement. Any third party software that may be provided with the Software is included for use at Your option. HID is not responsible for any third party’s software and shall have no liability for Your use of third party software. Notwithstanding the foregoing, all components of the Software are subject to the Disclaimer of Warranty and Limitation of Liability stated below.
2. Restrictions. HID and its suppliers reserve all rights not expressly granted to You under this Agreement. You may not modify or alter the Software in any way. You may not disassemble, decompile or reverse engineer the Software in order to obtain the source code, which is a trade secret of HID and/or its suppliers. Except as expressly permitted, You shall not otherwise assign, sublicense, lease, or in any other way transfer or disclose Software to any third party. You may transfer the Software and all accompanying materials on a permanent basis if You retain no copies and the recipient agrees to the terms of this agreement.
3. Ownership. The Software is licensed, not sold. No title to or ownership in the Software is transferred to You. You acknowledge and agree that HID and its suppliers own and retain all right, title and interest in the Software and ownership of all intellectual property rights in the Software, including any adaptations or copies. The Software is protected by United States and European copyright laws and international provisions. You agree not to attempt in any way to obliterate or destroy the legal notices appearing on or in any copy of the Software. You shall not use HID's name in any publications, advertisements, or other announcements without HID's prior written consent. You do not obtain any rights under this Agreement to use any HID trademarks or logos.
4. Term. This license is effective until terminated. You may terminate it by destroying the Software and accompanying documentation and all copies thereof. This license will also terminate if You fail to comply with any term or provision of this Agreement or upon HID's written notice of termination for Your breach. You agree upon such termination to destroy the Software and accompanying documentation and all copies thereof.
5. Limited Warranty. In the absence of any optional warranty or continuing provisions extended by a formal written agreement, HID warrants its Software in accordance with the following:
(a) Limited Warranty. HID warrants solely on its behalf and for Your benefit alone, that the media on which the Software is recorded shall be free from defects in materials and workmanship for a period of ninety (90) days from Your receipt of the Software (the "Warranty Period"). Except as expressly provided herein, neither HID nor its suppliers warrant the performance or results of the Software, that the Software will meet Your requirements, or that the Software will run uninterrupted or error free. V
(b) Exclusive Remedy. HID’s entire liability and Your exclusive remedy shall be the replacement of any media not meeting the limited warranty set forth above, provided it is returned to HID as set forth below. Warranty claims must be received by HID within the Warranty Period. In the event of a warranty claim, You shall be responsible for the removal of the defective Software, shipping charges for return to HID, and installation of its replacement. Replaced Software, or any part thereof, shall become the property of HID and shall be returned to HID at Your expense.
(c) Other Jurisdictions. In some jurisdictions express warranties or limited warranties, as laid out in sec. 5 “LIMITED WARRANTY”, are known as “additional guarantees.” For the avoidance of doubt, the Limited Warranty according to sec. 5 “LIMITED WARRANTY” entitle You to specific rights, regardless of and without excluding or limiting Your rights under the provisions of any applicable statutory law.
6. WARRANTY DISCLAIMER.
(a) WARRANTY DISCLAIMER. THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW ALL SUCH OTHER WARRANTIES ARE HEREBY DISCLAIMED AND EXCLUDED BY HID AND ITS SUPPLIERS. Some jurisdictions do not allow certain disclaimers and limitations of warranties, so portions of the above limitations may not apply to You. This limited warranty gives You specific rights and You may also have other rights which vary from state to state.
(b) No limitation of statutory rights. In some jurisdictions the concept of warranty disclaimers does not exist. For the avoidance of doubt, we provide notice that these disclaimers may not apply to You.
7. LIMITATION OF LIABILITY. IN NO EVENT SHALL HID OR ITS EMPLOYEES OR SUPPLIERS BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, BUSINESS, DATA, GOODWILL, OR ANTICIPATED SAVINGS, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. IN NO EVENT WILL HID’S AGGREGATE LIABILITY FOR DIRECT DAMAGES TO PROPERTY OR PERSON (WHETHER IN ONE INSTANCE OR A SERIES OF INSTANCES) EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE OUT OF WHICH SUCH CLAIM AROSE. In those jurisdictions that do not allow the exclusion or limitation of damages, HID’s liability shall be limited or excluded to the maximum extent allowed within those jurisdictions.
8. U.S. Government Restricted Rights. The Software and 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. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the software and documentation with only those rights set forth herein. Supplier is HID Global Corporation, 15370 Barranca Parkway, Irvine, California 92618.
9. Export. You agree that You do not intend to and will not, directly or indirectly, export or transmit the Software, Product, or related documentation and technical data to any country to which such export or transmission is restricted by any applicable U.S., European or other applicable regulation or statue. You further agree that You are solely responsible for obtaining any required license for Your export of the Software or Product.
10. Indemnification. You shall defend, indemnify, and hold HID, its officers, directors and employees, harmless from and against any and all claims, damages, losses, costs or other expenses (including reasonable attorneys’ fees) that arise directly or indirectly out of Your willful misconduct or unauthorized use of the Software.
11. Legal Effect. This agreement describes certain legal rights. You may have other rights under the laws of Your state or country. You may also have rights with respect to the party from whom You acquired the software. This agreement does not change Your rights under the laws of Your state or country if the laws of Your state or country do not permit it to do so.
12. Miscellaneous.
(a) Severability. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be, to that extent, deemed omitted and the remaining provisions will continue in full force and effect.
(b) Governing Law. The validity and performance of this Agreement shall be governed by California law (without reference to choice of law principles), and applicable federal law. The United Nations Convention on Contracts for the International Sales of Goods shall not apply.
(c) Disputes. In the event of any legal action or proceeding relating to this Agreement, the prevailing party shall be entitled to recover its attorneys’ fees in addition to any other relief granted. HID agrees and You agree to waive, to the maximum extent permitted by applicable law, any right to a jury trial with respect to the Software or this agreement. Because this waiver may not be effective in all jurisdictions, this waiver may not apply to You.
(d) Assignment. This agreement is binding on successors and assigns.
(e) Waiver. No term or provision hereof shall be deemed waived and no breach consented to or excused, unless such waiver, consent or excuse shall be in writing and signed by the Party claimed to have waived or consented
(f) Entire Agreement; Modification. This Agreement sets forth the entire understanding and agreement between You and HID and may be amended only in a writing signed by both parties.