NLSS End User License Agreement

 

NEXT LEVEL SECURITY SYSTEMS, INC. (“NLSS”)
SOFTWARE LICENSE AGREEMENT – Single Use License

End User License Agreement

IMPORTANT – Please read this End User License Agreement carefully.  It is very important that you check that you are purchasing NLSS software or equipment software or equipment from an approved source and that you, or the entity you represent (collectively, ‘you” and/or the “Customer”) have been registered as the end user for the purposes of this NLSS End User License Agreement. If you are not registered as the End User you have no license to use this software and the limited warranty in this End User License Agreement does not apply.  Assuming you have purchased from an approved source, downloading, installing or using NLSS or NLSS supplied software constitutes acceptance of this Agreement.

IMPORTANT – READ CAREFULLY:  This End User License Agreement (“Agreement”) is a legal contract between you, either as an individual or a single entity (“you”), and NLSS, governing your use of the NLSS software and related online or electronic documentation (such software and the documentation collectively referred to herein as the “Software”).  “Software,” includes the executable computer programs and any related printed, electronic and online documentation and any other files that may accompany the product.

YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY INSTALLING, ACTIVATING, COPYING OR OTHERWISE USING THE SOFTWARE.  IF YOU DO NOT AGREE, DO NOT INSTALL, ACTIVATE, COPY OR USE THE SOFTWARE. This Agreement may be amended from time to time by notices posted on NLSS’ website http://products.nlss.com/legal/EULA, and you agree that by such notices you are given the opportunity to review any amendments to this Agreement and you agree to be bound to any changes to this Agreement if you continue to use the Software after such modification is posted.

 

  1. LICENSE GRANT
  2. The Software is licensed to you and not sold. Subject to the terms of this Agreement, NLSS hereby grants you a revocable, personal, non-exclusive, non-transferable and non-sublicensable license to use the Software for your personal or internal purposes solely in connection with your use of NLSS’ hardware.

    1. General limitations. This is a license, not a transfer of title, to the Software and Documentation, and NLSS retains ownership of all copies of the Software and Documentation.  Customer acknowledges that the Software and Documentation contain trade secrets of NLSS or its suppliers or licensors, including but not limited to the specific internal design and structure of individual programs and associated interface information.  Except as otherwise expressly provided under the Agreement, Customer shall only use the Software in connection with the use of NLSS equipment purchased by the Customer from an Approved Source and Customer shall have no right, and Customer specifically agrees not to:
      1. Transfer, assign or sublicense its license rights to any other person or entity (other than in compliance with any NLSS relicensing/transfer policy then in force), or use the Software on NLSS equipment not purchased by the Customer from an Approved Source or on secondhand NLSS equipment, and Customer acknowledges that any attempted transfer, assignment, sublicense or use shall be void;
      2.  

      3. Make error corrections to or otherwise modify or adapt the Software or create derivative works based upon the Software, or permit third parties to do the same;
      4. Reverse engineer or decompile, decrypt, disassemble or otherwise reduce the Software to human-readable form, except to the extent otherwise expressly permitted under applicable law notwithstanding this restriction or except to the extent that NLSS is legally required to permit such specific activity pursuant to any applicable open source license;
      5.  

      6. Publish any results of benchmark tests run on the Software;
      7. Use or permit the Software to be used to perform services for third parties, whether on a service bureau or time sharing basis or otherwise, without the express written authorization of NLSS; or
      8.  

      9. Disclose, provide, or otherwise make available trade secrets contained within the Software and Documentation in any form to any third party without the prior written consent of NLSS.  Customer shall implement reasonable security measures to protect such trade secrets.

  3. RESERVATION OF RIGHTS

    You acknowledge that the Software is protected by copyrights and other intellectual property and proprietary rights. NLSS and its third party licensors (“Licensors”) reserve all such rights with respect to the Software, except for the license expressly granted to you in Section 1. Except for such express license, no right, title, interest or license in or to the Software, whether by implication, estoppels or otherwise, is granted, assigned or transferred to you.  You agree not to take any action that interferes, in any manner, with NLSS or its Licensors’ rights with respect to the Software.  In addition, title, ownership rights and intellectual property rights in and to any content accessed through the Software is the property of the applicable content owner and may be protected by applicable copyright or other law.  This Agreement gives you no rights to such content.

  4. RESTRICTIONS

    You acknowledge and agree that you will not: (a) reproduce the Software, except as expressly permitted under Section 1; (b) modify, adapt, translate or create any derivative works of the Software; (c) attempt to circumvent or disable the Software or any technology features or measures in the Software by any means or in any manner; (d) attempt to decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Software; (e) distribute, encumber, sell, rent, lease, sublicense, or otherwise transfer, publish or disclose the Software to any third party; or (f) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in or on the Software or used in connection with the Software.  

  5. UPDATES; NON PERSONALLY INDENTIFYABLE INFORMATION

    You acknowledge that NLSS has no obligation to provide you with any support for Updates (as defined below) to the Software.  However, NLSS may, from time to time, issue updated versions of the Software and the Software may automatically connect to NLSS or third-party servers via the Internet to check for available updates to the Software, such as bug fixes, patches, upgrades, enhances functions, plug-ins and new version s (collectively, “Updates”) and may either (1) automatically electronically update the version of the Software that you are using on your computer or (2) give you the option of downloading it. By installing the Software and not disabling the automated check for Updates, you hereby agree to automatically request and receive Updates from NLSS or third-party servers.  You consent to such automatic upgrading, and agree that the terms and conditions of this Agreement will apply to all such Updates.

    The Software may contain automatic communications features which relay certain non-personally identifiable information to NLSS in connection with the operation of the Software.  This information may include your Software settings and what version of the Software you are using.  NLSS may use this information for research purposes including statistical analysis of aggregate customer behavior.

  6. REGISTRATION INFORMATION

    As part of any product registration process, NLSS may request registration-related information, including your name and e-mail address.  By providing this information, you consent to its collection and use by NLSS to provide non-promotional communications regarding the product purchased with the Software (the “Product”), including notices of availability of any free Updates, notices of Product recalls or notices regarding safety concerns.  You will also have the opportunity to opt-in to receive promotional e-mails and materials from NLSS and its business partners. By choosing the opt-in option, you give your consent to receive such promotion materials from NLSS and its business partners until you exercise your option to unsubscribe from such communications.  NLSS will not, at any time, share your registration information with third parties unless (a) specifically authorized by you. (b) as required by law or court order, (c) to third-parties provided related services for NLSS under appropriate obligations or confidentiality, (d) in connection with a legal process (e) to an acquirer of all or substantially all of the stock or assets or NLSS.

  7. DISCLAIMER OF WARRANTY

    THE SOFTWARE IS PROVDED TO YOU “AS IS” WITHOUT WARRANTY OF ANY KIND.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NLSS AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED ARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS OR LACK OF VIRUSUS.  NLSS DOES NOT WARRNT THAT THE LICENSED SOFTWARE WILL MEET YOUR REQUIREMENTS OR BE ERROR FREE.  THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU.  YOU UNDERSTAND AND AGREE THAT ANY SOFTWARE, MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER, SYSTEM OR NETWORK, INCLUDING ANY LOSS OR CORRUPTION OF DATA.

  8. LIMITATION ON LIABILITY

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NLSS OR ITS LICENSORS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRPTION, LOST OF DATA, COMPUTER SYSTEM FAILURE, MALFUNCTION OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF NLSS HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES.  BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.  IN NO EVENT WILL NLSS TOTAL LIABILITY TO YOU FOR ALL DAMAGES IN CONNECTION WITH THE SOFTWARE EXCEED TWENTY-FIVE DOLLARS ($25.00).  THE FOREGOING LIMITATIONS, EXLUSIONS AND DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

    NLSS IS NOT RESPONSIBLE OR LIABLE FOR ANY INFECTIONS OR CONTAMINATION OF YOUR SYSTEMS, DAMAGE TO YOUR SYSTEMS, OR DELAYS, INACCURACIES, ERRORS OR OMISSIONS ARISING OUT OF YOUR USE OF THE SOFTWARE.  THE SOFTWARE IS NOT INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATIONS SYSTEMS OR AIR TRAFFIC CONTROL MACHINES OR ANY OTHER MACHINES IN WHICH CASE THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

  9. U.S. GOVERNMENT RESTRICTED RIGHTS

    The Software is provided with restricted rights.  Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(I)(ii) of The Rights in Technical Data and Computer Software clause of DFARS 525.227-7013 or subparagraphs (c)(i) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is NEXT LEVEL Security Systems, Inc., 6353 Corte Del Abeto, Carlsbad, CA 92011.

  10. EXPORT RESTRICTIONS

    NLSS makes no representation that the Software is appropriate for use in your country of use.  You acknowledge that none of the Software or underlying information or technology may be downloaded or otherwise exported or re-exported into (or to a national or resident of) any countries subject to U.S. trade embargo, currently the countries on the U.S. trade embargo list are: Iran, Cuba, Syria, North Korea, and Sudan; or anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders.  By using the Software, you are agreeing to the foregoing, and are representing and warranting that you are not located in or under the control of a national or resident of any such country or on any such list.

  11. INDEMNITY

    You hereby agree to indemnify, defend and hold NLSS and its Licensors harmless from and against any and all liabilities, damages, claims, fines and expenses (including reasonable attorneys’ fees and costs) arising out of any breach of this Agreement by you.

  12. TERMINATION

    Without prejudice to any other NLSS rights, this Agreement will terminate automatically without notice if you fail to comply with your obligations under this Agreement.  Upon termination, you must immediately cease all use of the Software.  In addition to any other remedy available to NLSS, you agree that NLSS may seek immediate injunctive relief in the event of a breach of this Agreement by you.

    Term and Termination.  The Agreement and the license granted herein shall remain effective until terminated.  Customer may terminate the Agreement and the license at any time by destroying all copies of Software and any Documentation.  Customer’s rights under the Agreement will terminate immediately without notice from NLSS if Customer fails to comply with any provision of the Agreement.  Upon termination, Customer shall destroy all copies of Software and Documentation in its possession or control.  All confidentiality obligations of Customer, all restrictions and limitations imposed on the Customer under the section titled General Limitations and all limitations of liability and disclaimers and restrictions of warranty shall survive termination of this Agreement.  In addition, the provisions of the sections titled U.S. Government End User Purchasers shall survive termination of the Agreement.

    Customer Records.  Customer grants to NLSS and its independent accountants the right to examine Customer’s books, records and accounts during Customer’s normal business hours to verify compliance with this Agreement.  In the event such audit discloses non-compliance with this Agreement, Customer shall promptly pay to NLSS the appropriate license fees, plus the reasonable cost of conducting the audit.

    Expert, Re-Export, Transfer and use Controls.  The Software, Documentation and technology or direct products thereof (hereafter referred to as Software and Technology), supplied by NLSS under the Agreement are subject to export controls under the laws and regulations of the United States (U.S.) and any other applicable countries’ laws and regulations.  Customer shall comply with such laws and regulations governing export, re-export, transfer and use of NLSS Software and Technology and will obtain all required U.S. and local authorizations, permits or licenses.  NLSS and Customer shall agree to provide the other information, support documents, and assistance as may reasonably be required by the other in connection with securing authorizations or licenses.

    U.S. Government End User Purchasers.  The Software and Documentation qualify as commercial items, as that term is defined at Federal Acquisition Regulation FAR 48 C.F.R. 2.101, consisting of commercial computer software and commercial computer software documentation as such terms are used in FAR 12.212.  Consistent with FAR 12.212 and DoD FAR Supp. 227.7202-1 through 227.7202-4, and notwithstanding any other FAR or other contractual clause to be contrary in any agreement into which the end user or, if the Agreement is direct, Government end user will acquire, the Software and Documentation with only those rights set forth in the Agreement.  Use of either the Software or Documentation or both constitutes agreement by the Government that the Software and Documentation are commercial computer software and commercial computer software documentation, and constitutes acceptance of the rights and restrictions herein.

    Identified Components; Additional Terms.  The Software may contain or be delivered with one or more components, which may include third party components, identified by NLSS in the Documentation, readme.txt file, third-party click-accept or elsewhere (e.g. on www.NLSS.com) the identified Component(s) as being subject to different license agreement terms, disclaimers of warranties, limited warranties or other terms and conditions (collectively, Additional Terms) than those set forth herein.  You agree to the applicable Additional Terms for any such Identified Component(s).

     

  13. TRANSFER

    You may not assign or otherwise transfer, by operation of law or otherwise, this Agreement or the Software. 

  14. MISCELLANEOUS

    This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous oral or written understandings.  This Agreement may be amended only by a writing signed by both parties.  This Agreement will be governed by the laws of the State of California, without regard to conflicts of law provisions, and you consent to the exclusive jurisdiction of the state and federal courts sitting in the State of California, County of San Diego.  This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.  If any provision of this Agreement should be held invalid or unenforceable by a court of competent jurisdiction, such provision will be modified to the extent necessary to render it enforceable without losing its intent or severed form this Agreement if no such modification is possible, and other provisions of this Agreement will remain in full force and effect.  A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.  The provisions of this Agreement that require or contemplate performance after the termination of this Agreement will be enforceable notwithstanding such termination.  Neither party will be in default or be liable for any delay, failure in performance (excepting the obligation to pay), or interruption of service resulting directly or indirectly from any cause beyond its reasonable control.  If any dispute arises under this Agreement, the prevailing party will be reimbursed by the other party for any and all legal fees and costs associated therewith.

  15. NLSS does not warrant that use of the Software will be uninterrupted or error-free.  The customer accepts that software in general is prone to bugs and flaws within an acceptable level as determined in the industry.

    NLSS may, at its option, remedy any non-conforming Software by providing a refund of the purchase price or, at the NLSS’ option, repair or replace any or all of the Software.

  16. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Customer’s successors and assigns.

  17. Portions of the Software may also be governed by the additional terms of certain software licenses, which are available here:
    1. Spark
    2. Intuvision
    3. Mainconcepts
  18. NOTICES
    All notices to the Vendor under this Agreement are to be provided at the following address:

    Next Level Security Systems, Inc.
    6353 Corte Del Abeto
    Carlsbad, CA 92011