End-User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single entity) and Identiv for the Identiv software product, which includes computer software and may include associated media, printed materials, and “online” or electronic documentation (“SOFTWARE PRODUCT”). An amendment or addendum to this EULA may accompany the SOFTWARE PRODUCT. BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT INSTALL OR USE THE SOFTWARE PRODUCT; YOU MAY, HOWEVER, RETURN IT TO YOUR PLACE OF PURCHASE FOR A FULL REFUND.
The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold.
GRANT OF LICENSE. This EULA grants you the following rights provided that you comply with all terms and conditions of this EULA:
Types of Software. The SOFTWARE PRODUCT contains some or all of the following types of software: “Server Software” that provides services or functionality on a computer acting as a server (and, the computer running the Server Software shall be referred to as the “Server”); and “Client Software” that allows a computer, workstation, terminal, handheld PC, pager, telephone, “smart phone,” or other electronic device (each of the foregoing a “Device”) to access or utilize the services or functionality provided by the Server Software; and “Workstation Software” that provides the services or functionality on a computer acting as a server and a single client running on that computer without the ability for connecting additional clients.
Installation-Server Software. At any given time, you may operate one copy of the Server Software on a single computer. When deployed in a high availability manner and second copy may be installed and made available in a stand-by mode.
Client Software. You may install the Client Software on a number of devices equal to or less than the maximum number as defined by the edition purchased and related purchase agreement.
Use of the Server Software. You may use one copy of the Server Software on one Server. In order to legally access the Server, a client access license or CAL may be required by the Server Vendor. It is your responsibility to acquire the CAL to access the Server.
Use of the Client Software. You may use the Client Software on a number of devices equal to or less than the maximum number as defined by the edition purchased and related purchase agreement. It is your responsibility to acquire any Client Access Licenses (i.e. for OS, SQL or other) as required in Paragraphs 1(c) above, and subject to any limitations set forth in Paragraph 2.
Not for Resale Software. If the SOFTWARE PRODUCT is labeled “Not for Resale” or “NFR,” then, notwithstanding Section 1 of this EULA, your use of the SOFTWARE PRODUCT is limited to use for demonstration, test, or evaluation purposes and you may not resell, or otherwise transfer for value, the SOFTWARE PRODUCT.
Installation on a Single Server. The SOFTWARE PRODUCT is licensed as a single product. The Server Software components may not be separated for use on more than one Server, unless otherwise provided herein.
No “Multiplexing” or “Pooling”. Use of software or hardware that reduces the number of Devices directly accessing or utilizing the Server Software (sometimes called “multiplexing” or “pooling” software or hardware) does not reduce the number of Client Access Licenses required; the required number of Client Access Licenses would equal the number of distinct inputs to the multiplexing or pooling software or hardware “front end.”
DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
For all SOFTWARE PRODUCTS.
Server Software Transfer. You may transfer the Server Software, and license, to another computer, provided that it is removed from the computer from which it is transferred. Transfer of the license may require a deactivation key.
Rental. You may not rent, lease, or lend the SOFTWARE PRODUCT.
Transfer to Third Party. The initial user of the SOFTWARE PRODUCT may make a one-time permanent transfer of this EULA and SOFTWARE PRODUCT only directly to an end user. This transfer must include all of the SOFTWARE PRODUCT (including all component parts, the media and printed materials, this EULA, and, if applicable, the Certificate of Authenticity). Such transfer may not be by way of consignment or any other indirect transfer. The transferee of such one-time transfer must agree to comply with the terms of this EULA, including the obligation not to further transfer this EULA and SOFTWARE PRODUCT.
Notice to Users. You shall inform all users of the SOFTWARE PRODUCT of the terms and conditions of this EULA.
Limitation on Reverse Engineering, De-compilation, 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.
Performance or Benchmark Testing. You may not disclose the results of any benchmark test of either the Server Software or Client Software for Identiv Connected Physical Access Manager to any third party without Identiv’s prior written approval.
Version Limitation. The Server Software contains a certain version number (such as version “2.2”). This EULA permits you to install one copy of the Server Software with the same (or a lower) version number as the Server Software version number listed above on a single computer. Without prejudice to any other rights, Identiv may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the SOFTWARE PRODUCT and all of its component parts.
Consent to Use of Data. With respect to technical information you provide to Identiv as part of any (if any) support services related to the SOFTWARE PRODUCT (“Support Services”), you agree that Identiv (and its affiliates and agents) may collect, process and use such information for its business purposes, including for product support and development. Identiv will not utilize such technical information in a form that personally identifies you.
UPGRADES. If the SOFTWARE PRODUCT is labeled as an upgrade, you must be properly licensed to use a product identified by Identiv as being eligible for the upgrade in order to use the SOFTWARE PRODUCT. A SOFTWARE PRODUCT labeled as an upgrade replaces and/or supplements(and may disable) the product that formed the basis for your eligibility for the upgrade, and following the upgrade you may use the resulting SOFTWARE PRODUCT only in accordance with the terms of this EULA.
INTELLECTUAL PROPERTY RIGHTS. All title and intellectual property rights in and to the SOFTWARE PRODUCT (including but not limited to any images, photographs, animations, video, audio, music, text and “applets” incorporated into the SOFTWARE PRODUCT), and any copies you are permitted to make herein are owned by Identiv or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the SOFTWARE PRODUCT is 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. If this SOFTWARE PRODUCT contains documentation, which is provided only in electronic form, you may print ten copies of such electronic documentation. You may not copy the printed materials accompanying the SOFTWARE PRODUCT. All rights not expressly granted are reserved by Identiv.
REINSTALLATION COPY. After installation of one copy of the SOFTWARE PRODUCT pursuant to this EULA, you may keep the original media on which the SOFTWARE PRODUCT was provided by Identiv solely for archival purposes or reinstallation of the SOFTWARE PRODUCT on the same computer as the SOFTWARE PRODUCT was previously installed.
DUAL-MEDIA SOFTWARE. You may receive the SOFTWARE PRODUCT in more than one medium. Regardless of the type or size of medium you receive, you may use only one medium that is appropriate for your single computer. You may not use the other medium for another computer. You may not loan, rent, lease, or otherwise transfer the other medium to another user, except as part of the permanent transfer (as provided above) of the SOFTWARE PRODUCT.
EXPORT RESTRICTIONS. Export to countries on the U.S. embargo list, which include but are not necessarily limited to Cuba, Iran, Libya, North Korea, Sudan and Syria, or to anyone who intends to export into a restricted country is not permitted. You may not transport or transmit Identiv Connected Physical Access Manager or any Identiv items to any person or entity who you know, or have reason to know will use components in the design, development or product of nuclear, chemical or biological weapons, or to any person or entity who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. You warrant and represent that neither the BXA nor any other U.S. federal agency has suspended, revoked or denied your export privileges.
LIMITED WARRANTY. Identiv warrants that the SOFTWARE PRODUCT will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days from the date of receipt. If an implied warranty or condition is created by your state/jurisdiction and federal or state/provincial law prohibits disclaimer of it, you also have an implied warranty or condition, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THIS LIMITED WARRANTY (NINETY (90) DAYS). AS TO ANY DEFECTS DISCOVERED AFTER THE NINETY (90) DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. Some states/jurisdictions do not allow limitations on how long an implied warranty or condition lasts, so the above limitation may not apply to you. Any supplements or updates to the SOFTWARE PRODUCT, including without limitation, any (if any) service pack or hot fixes provided to you after the expiration of the ninety (90) day Limited Warranty period are not covered by any warranty or condition, express or implied. LIMITATION ON REMEDIES; NO CONSEQUENTIAL OR OTHER DAMAGES. Your exclusive remedy for any breach of this Limited Warranty is as set forth below. Except for any refund elected by Identiv, YOU ARE NOT ENTITLED TO ANY DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES, if the SOFTWARE PRODUCT does not meet Identiv’s Limited Warranty, and, to the maximum extent allowed by applicable law, even if any remedy fails of its essential purpose. The terms of Paragraph 10 below (“Exclusion of Incidental, Consequential and Certain Other Damages”) are also incorporated into this Limited Warranty. Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. This Limited Warranty gives you specific legal rights. You may have others, which vary from state/jurisdiction to state/jurisdiction. YOUR EXCLUSIVE REMEDY. Identiv’s and its suppliers’ entire liability and your exclusive remedy shall be, at Identiv’s option from time to time, (a) return of the price paid (if any) for, or (b) repair or replacement of, the SOFTWARE PRODUCT that does not meet this Limited Warranty and that is returned to Identiv with a copy of your receipt. You will receive the remedy elected by Identiv without charge, except that you are responsible for any expenses you may incur (e.g. cost of shipping the SOFTWARE PRODUCT to Identiv). This Limited Warranty is void if failure of the SOFTWARE PRODUCT has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement SOFTWARE PRODUCT will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Outside the United States or Canada, neither these remedies nor any product support services offered by Identiv are available without proof of purchase from an authorized international source. To exercise your remedy, contact: Identiv, Attn. Identiv Sales at the address specified in Paragraph 15 below.
DISCLAIMER OF WARRANTIES. The Limited Warranty that appears above is the only express warranty made to you and is provided in lieu of any other express warranties (if any) created by any documentation or packaging. Except for the Limited Warranty and to the maximum extent permitted by applicable law, Identiv and its suppliers provide the SOFTWARE PRODUCT and Support Services (if any) AS IS AND WITH ALL FAULTS, and hereby disclaim all other warranties and conditions, either express, implied or statutory, including, but not limited to, any (if any) implied warranties or conditions of merchantability, of fitness for a particular purpose, of lack of viruses, of accuracy or completeness of responses, of results, and of lack of negligence or lack of workmanlike effort, all with regard to the SOFTWARE PRODUCT, and the provision of or failure to provide Support Services. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, AND CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE PRODUCT.
EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. To the maximum extent permitted by applicable law, in no event shall Identiv or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits or confidential or other information, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the SOFTWARE PRODUCT, the provision of or failure to provide Support Services, or otherwise under or in connection with any provision of this EULA, even if Identiv or any supplier has been advised of the possibility of such damages.
LIMITATION OF LIABILITY AND REMEDIES. Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of Identiv and any of its suppliers under any provision of this EULA and your exclusive remedy for all of the foregoing (except for any remedy of repair or replacement elected by Identiv with respect to any breach of the Limited Warranty) shall be limited to the greater of the amount actually paid by you for the SOFTWARE PRODUCT or U.S.$5.00. The foregoing limitations, exclusions and disclaimers (including Sections 9, 10 and 11 above) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
U.S. GOVERNMENT RIGHTS. All SOFTWARE PRODUCT provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial rights and restrictions described elsewhere herein. All SOFTWARE PRODUCT provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with RESTRICTED RIGHTS as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or FAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.
APPLICABLE LAW. If you acquired this SOFTWARE PRODUCT in the United States, the laws of the State of California govern this EULA. If you acquired this SOFTWARE PRODUCT in Canada, unless expressly prohibited by local law, this EULA is governed by the laws in force in the Province of Ontario, Canada; and, in respect of any dispute which may arise hereunder, you consent to the jurisdiction of the federal and provincial courts sitting in Toronto, Ontario. If this SOFTWARE PRODUCT was acquired outside the United States, then local law may apply.
ENTIRE AGREEMENT. This EULA (including any addendum or amendment to this EULA which is included with the SOFTWARE PRODUCT) and the Client Access License (if applicable) are the entire agreement between you and Identiv relating to the SOFTWARE PRODUCT and the Support Services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the SOFTWARE PRODUCT or any other subject matter covered by this EULA. To the extent the terms of any Identiv policies or programs for Support Services conflict with the terms of this EULA, the terms of this EULA shall control.
QUESTIONS? Should you have any questions concerning this EULA, or if you desire to contact Identiv for any reason, please contact the Identiv subsidiary serving your country, email email@example.com, or write: Identiv Sales, 1900 Carnegie Ave. Bldg. B, Santa Ana CA, 92705.