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LICENSE.txt
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LICENSE.txt
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IMPORTANT – READ BEFORE OPERATING OR INSTALLING THE MULTI-TECH PRODUCT OR SOFTWARE
MULTI-TECH SYSTEMS, INC.
END USER LICENSE AGREEMENT
PLEASE READ THIS END USER LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE USING THE MULTI-TECH PRODUCT, INSTALLING OR ACCESSING THE SOFTWARE, OR DOWNLOADING ANY SOFTWARE UPDATES FOR USE WITH THE MULTI-TECH PRODUCT. BY USING THE MULTI-TECH PRODUCT, INSTALLING OR ACCESSING THE SOFTWARE OR DOWNLOADING SOFTWARE UPDATES FOR THE MULTI-TECH PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE MULTI-TECH PRODUCT, INSTALL OR ACCESS THE SOFTWARE, OR DOWNLOAD THE SOFTWARE UPDATES. INSTEAD, PLEASE CONTACT MULTI-TECH’S CUSTOMER SERVICE DEPARTMENT AT customerservice@multitech.com.
MULTITECH SOFTWARE LICENSE AGREEMENT
This Software License Agreement ("Agreement") is entered into by and between Multi-Tech Systems, Inc. ("MultiTech") and the business
entity identified as the customer below ("Customer"). For purposes of this Agreement, “Software” means the software modules provided
by MultiTech to Customer as more specifically identified below. Software may be provided in binary, object code, or source code formats,
and includes any updates or upgrades to or new version of the original software, if and when made available to Customer by MultiTech.
1. LICENSE GRANT. Subject to the terms of this Agreement, MultiTech grants to Customer, during the Term, a worldwide, revocable,
non-exclusive, non-transferable, non-sublicensable, royalty-free limited license to: (a) use and reproduce the Software, and modify the
Software modules for which source code is provided, solely in conjunction with MultiTech’s products; (b) reproduce, have reproduced,
display, perform, transmit, license and distribute the Software in binary or executable form, solely as incorporated or embedded into
MultiTech’s products.
Use of the Software in conjunction with any product other than MultiTech’s products is strictly prohibited. In no event may Customer (i)
distribute, license or sell the Software or any modifications thereof as a standalone product; (ii) decrypt, disassemble, reverse assemble
or reverse compile the Software, except to the extent such restrictions are prohibited by applicable law; and/or (iii) distribute the source
code of the Software and/or modifications thereof.
2. RESTRICTIONS ON USE. Customer acknowledges that the Software and the structure, organization, and source code thereof
constitute valuable trade secrets of MultiTech. Accordingly, except as expressly permitted in Section 1 or as otherwise authorized by
MultiTech in writing, Customer will not, directly or indirectly: (a) modify, adapt, alter, translate, or create derivative works from the
Software; (b) sublicense, lease, rent, loan, sell, distribute, make available or otherwise transfer the Software to any third party; (c) reverse
engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; or (d) otherwise use or copy the
Software except as expressly allowed under Section 1 above. Customer may not disclose to third parties or through publication the
results of performance/benchmark tests run on the Software without the prior written consent of MultiTech.
3. OWNERSHIP. As between the parties, the Software and all modifications and improvements to the Software, and all worldwide
intellectual property rights and proprietary rights relating thereto or embodied therein, are the exclusive property of MultiTech and its
suppliers. MultiTech and its suppliers reserve all rights in and to the Software not expressly granted to Customer in Section 1, and no
other licenses or rights are granted by implication, estoppel or otherwise.
4. TERM AND TERMINATION. This Agreement is effective upon acceptance by Customer and shall continue until terminated by
MultiTech for any reason whatsoever upon thirty (30) days’ notice. Customer may terminate this Agreement at any time by destroying
the Software and notifying MultiTech at: sales@multitech.com. If Customer breaches any provision of this Agreement, this Agreement
will automatically terminate. Upon the termination of this Agreement, the license granted to Customer will terminate. The provisions of
Sections 2, 3, 4, 5, 6, 7, 8, and 9 shall survive termination or expiration of this Agreement for any reason.
5. CONFIDENTIALITY. MultiTech may disclose certain information regarding the business of MultiTech and its suppliers, including the
Software and technical, marketing, financial, employee, planning, and other confidential or proprietary information of MultiTech or its
suppliers ("Confidential Information"). Any information that Customer knew or should have known, under the circumstances, was
considered confidential or proprietary by MultiTech will be considered Confidential Information. Customer agrees (a) not to disclose
Confidential information to any persons outside its organization, except to its consultants or agents who agree in writing to protect such
Confidential information as required herein; and (b) to use the Confidential information only for the purpose of evaluating the Software.
6. DISCLAIMER. CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER'S USE OF THE SOFTWARE IS ENTIRELY AT
ITS OWN RISK AND THE SOFTWARE PROVIDED BY MULTITECH TO CUSTOMER IS PROVIDED "AS IS" WITHOUT ANY
WARRANTY OF ANY KIND WHATSOEVER. MULTITECH, ON BEHALF OF ITSELF AND ITS SUPPLIERS, HEREBY EXPRESSLY
DISCLAIMS ALL WARRANTIES WITH REGARD TO THE SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR
COURSE OF PERFORMANCE. TO THE EXTENT THAT, AS A MATTER OF APPLICABLE LAW, ANY IMPLIED OR STATUTORY
WARRANTY MAY NOT BE DISCLAIMED, THE DURATION AND SCOPE OF SUCH WARRANTY SHALL BE THE MINIMUM
PERMISSIBLE UNDER SUCH APPLICABLE LAW.
7. LIMITATION OF LIABILITY. IN NO EVENT WILL MULTITECH BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY,
PUNITIVE, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR
RELATING TO THE SOFTWARE OR THIS AGREEMENT, EVEN IF MULTITECH HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. MULTITECH’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE
SOFTWARE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $50. CUSTOMER ACKNOWLEDGES
THAT THIS PROVISION REFLECTS THE AGREED UPON ALLOCATION OF RISK FOR THIS AGREEMENT AND THAT MULTITECH
WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.
8. COMPLIANCE WITH LAWS. Customer shall comply with all laws, regulations, rules, ordinances and orders applicable to its use of
the Software. Without limiting the foregoing, Customer shall comply with the relevant export administration and control laws and
regulations, as may be amended from time to time, including, without limitation, the United States Export Administration Act, to ensure
that the Software is not shipped, transferred or exported (directly or indirectly) in violation of U.S. law.
9. MISCELLANEOUS. Customer may not assign or delegate, directly or indirectly, by operation of law or otherwise, this Agreement or
any of its rights or obligations under this Agreement (including the license rights granted to Customer to the Software) to any third party.
Any attempted assignment or transfer in violation of the foregoing will be null and void and of no effect. This Agreement will be subject
to and governed by the laws of the State of Minnesota and the United States of America without regard for its conflicts of law principles
that would require application of the laws of a different state or country. The federal and state courts for Minneapolis, MN shall have
jurisdiction over any disputes, claims or controversies arising out of or relating to this Agreement, and Customer hereby consents the
jurisdiction of such courts over any such dispute, claim or controversy. All modifications, waivers and amendments must be in writing
and signed by both parties. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver
of any other provision or of such provision on any other occasion. If any provision of this Agreement is held by a court of competent
jurisdiction to be unenforceable for any reason, the remaining provisions hereof shall be unaffected and continue in full force and effect.
This Agreement constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or
contemporaneous agreements, understandings and communications, whether written or oral.
Multi-Tech Systems, Inc.
2205 Woodale Drive
Mounds View, Minnesota 55112
customerservice@multitech.com
20130910