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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.
(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.