Multi-Tech Systems, Inc. End User License Agreement
IMPORTANT – READ BEFORE OPERATING
PLEASE READ THIS END USER LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE USING THE MULTITECH PRODUCT, ACCESSING THE SOFTWARE, OR DOWNLOADING ANY SOFTWARE UPDATES FOR THE MULTITECH PRODUCT. BY USING THE MULTITECH PRODUCT OR DOWNLOADING SOFTWARE UPDATES FOR THE MULTITECH 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 MULTITECH PRODUCT. INSTEAD, PLEASE CONTACT MULTITECH’S CUSTOMER SERVICE DEPARTMENT AT firstname.lastname@example.org.
DEFINITIONS. The following terms are defined as follows: (a) ”Documentation” means any user guides, data sheets, manuals, specifications, or other written description of the Software provided by MultiTech; (b) “MultiTech” means, collectively, Multi-Tech Systems, Inc., its directors, officers, employees, representatives, agents, licensors, and affiliated entities; (c) “Software” means, collectively, (i) the software provided by MultiTech, (ii) the software pre-installed on any MultiTech product, and (iii) any Documentation; and (d) “You” means you, an individual, if you are accessing the Software on your behalf, or if you are accessing the Software on behalf of your employer or a third party, “You” means the legal entity of the employer or third party as applicable.
ACCEPTANCE. You accept the terms of this Agreement either by: (a) clicking “I Accept” when offered by MultiTech; or (b) using the MultiTech product, accessing the Software or downloading Software updates. You acknowledge and agree that You have read and understood this Agreement, have had an opportunity to discuss this Agreement with Your legal and other advisors, and agree to be bound by the terms and conditions of this Agreement.
LICENSE. The Software is licensed, and is not sold. Subject to the terms of this Agreement, You are granted a limited, non-transferable, non-exclusive license that permits You to use the Software with the MultiTech product for internal business or personal use. This License does not grant to You any rights to re-license or sublicense or otherwise resell or re-distribute the Software. This License does not grant to You any rights to obtaining future Software updates (e.g., upgrades, fixes, etc.). If future Software updates are obtained by You, whether through a version release, MultiTech technical support, or another MultiTech authorized method, such Software updates are subject to the terms of this Agreement. Any previous version of the Software must be destroyed or returned to MultiTech within 90 days of receipt of the Software updates.
RESTRICTIONS. This Agreement does not authorize You to: (a) sell, lease, copy, assign, license, sublicense, translate, distribute, or otherwise transfer, in whole or in part, the Software; (b) modify, distribute, copy, reproduce, or publish, in whole or in part, the Documentation; (c) use the Software on a timesharing basis to operate a service bureau facility or providing hosting of the Software for the benefit of third parties; (d) decompile, disassemble, reverse engineer or otherwise attempt to derive source code from the Software, except as, and then only to the extent, required by applicable law or an applicable open source license; (e) modify or create derivative works of the Software; or (f) create, develop, license, install, use or deploy any software or services to circumvent, enable, modify or provide access, permissions or rights which violate the technical restrictions in the Software. You acknowledge and agree that the Software and Documentation is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. You agree to strictly comply with all such regulations and acknowledge that You are responsible for obtaining any applicable licenses to export, re-export or import the Software and Documentation.
OWNERSHIP; CONFIDENTIALITY. You agree that the Software contains trade secret information, copyrights, trademarks, and other intellectual property rights that are owned by MultiTech Systems, Inc. or its licensors. MultiTech retains all right, title and interest in and to the Software. All rights not expressly granted herein are reserved. You acknowledge and agree that the Software was developed at considerable time and expense by MultiTech and is confidential to and a trade secret of MultiTech. You agree to maintain the Software in strict confidence and not to disclose the Software or provide access thereto to any other third party.
THIRD PARTY SOFTWARE. The Software may contain software from sources other than Multi-Tech Systems, Inc., including without limitation, third party proprietary software and free and open source software. To the extent the Software includes free and open source software, it is subject to the applicable free and open source software license. MultiTech Systems, Inc. makes available information related to the free and open source software at www.multitech.com/licensing.go.
DISCLAIMER OF WARRANTY. EXCEPT AS SET FORTH IN THE MULTI-TECH SYSTEMS, INC. STANDARD WARRANTY THAT ACCOMPANIES THE MULTITECH PRODUCT, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES OF THE SOFTWARE, SUCH AS THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, OR OTHERWISE ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW.
LIMITATION OF LIABILITY. TO THE FULLEST EXTENT ALLOWABLE BY APPLICABLE LAW, MultiTech IS NOT LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST REVENUE AND BUSINESS INTERRUPTION, ARISING OUT OF THE SOFTWARE, WHETHER BASED ON CONTRACT, TORT, OR OTHER THEORY AND REGARDLESS OF WHETHER SUCH PERSON OR ENTITY SHALL BE ADVISED OR HAVE REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES. IF MultiTech IS EVER DEEMED LIABLE TO YOU, ITS AGGREGATE LIABILITY, WHETHER BASED IN TORT, CONTRACT, STATUTE OR OTHERWISE, IS LIMITED TO THE NET AMOUNT PAID BY YOU FOR THE MultiTech PRODUCT.
TERMINATION. MultiTech may, upon written notice to You, immediately terminate this Agreement and the warranty period set forth in the MultiTech Standard Warranty if You breach the terms set forth in this Agreement.
GENERAL. This Agreement: (a) contains the complete and exclusive agreement regarding its subject matter, (b) supersedes all prior or contemporaneous written or oral agreements, representations, promises, and understandings related thereto (except those previously referenced third party license agreements), (c) may be modified, supplemented or amended by MultiTech with or without notice (which modification, supplement or amendment may be made available with Software updates or future purchases of MultiTech products), (d) is between sophisticated parties, and so the rule of construing ambiguities against the drafter will not apply, (e) will be governed by Minnesota law, without regard to its choice of law provisions, and (f) is binding upon the parties and their successors, will not benefit or create any right or cause of action for any other person or entity other than the parties, except MultiTech Systems, Inc.’s third party licensors. No waiver of this Agreement is effective by MultiTech unless in writing signed by a duly authorized representative. If any provision of this Agreement is held to be invalid, it shall be interpreted so as to best advance the spirit of this Agreement and MultiTech’s intent. All disputes arising from this Agreement shall be heard in the exclusive jurisdiction of the state courts of Minnesota, U.S.A. and You agree to submit to the personal jurisdiction of such courts. You acknowledge that You are age thirteen or older, and by accepting this Agreement, You agree that You are fully authorized, able and competent to enter into this Agreement.
Multi-Tech Systems, Inc.
2205 Woodale Drive
Mounds View, Minnesota 55112