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LICENSE
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END USER LICENSE AGREEMENT
This is an important legal agreement ("Agreement") between you and Radix IoT,
LLC, a Delaware limited liability company ("Radix"). YOU MUST READ AND AGREE
TO THE TERMS AND CONDITIONS OF THIS AGREEMENT BEFORE THE LICENSED PRODUCT CAN
BE DOWNLOADED OR INSTALLED OR USED. BY CLICKING ON THE "ACCEPT" BUTTON OF THIS
AGREEMENT, OR BY DOWNLOADING, INSTALLING OR USING THE LICENSED PRODUCT, YOU
ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU
DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN YOU SHOULD
EXIT THIS PAGE AND NOT DOWNLOAD OR INSTALL OR USE THE LICENSED PRODUCT. BY
DOING SO YOU FOREGO ANY IMPLIED OR STATED RIGHTS TO DOWNLOAD OR INSTALL OR USE
THE LICENSED PRODUCT AND YOU MAY RETURN IT TO THE PLACE YOU OBTAINED IT FOR A
FULL REFUND (IF APPLICABLE).
1. Products and Services
1.1. This Agreement applies to the Licensed Product, which means the Mango
software product(s) that you have acquired from Radix.
1.2. Additional terms and conditions (beyond those stated herein and in any
attached supplements) may apply to the Licensed Product. When ordering or
installing the Licensed Product, you will be given an opportunity to review
any additional terms and conditions that must be accepted for you to receive
and use the Licensed Product. If such additional terms and conditions conflict
in any way with the terms and conditions stated herein, the additional terms
and conditions will prevail.
2. Licenses
2.1. Your License Rights. Subject to the terms and conditions of this
Agreement, Radix hereby grants to you a non-exclusive, non-sublicensable and
non-transferable license during the License Term to use the Licensed Product:
a. solely in executable or object code form, on a single computer, and
b. solely for your internal business purposes.
You are responsible and liable for all uses of the Licensed Product and
Documentation resulting from access provided by you, directly or indirectly,
whether such access or use is permitted by or in violation of this Agreement.
2.2. Limitations on your License Rights. You shall not, and shall not permit
any third party to:
a. duplicate or copy the Licensed Product, in whole or in part, for any
purpose other than as reasonably necessary to use the same as expressly
contemplated by this Agreement;
b. except for temporary transfer in the event of computer malfunction, install
the Licensed Product on a second computer;
c. reverse engineer, disassemble, decompile, decode, adapt, translate,
reconstruct, transform or extract, or otherwise attempt to derive or gain
access to the source code of, the Licensed Product or any portion
of the Licensed Product (including without limitation any related malware
signatures and malware detection routines);
d. change, modify or otherwise alter, or create derivative works of, the
Licensed Product (including without limitation any related malware signatures
and malware detection routines);
e. transfer, pledge, rent, lease, lend, sell, convey, share, sublicense,
assign, distribute, publish, or otherwise make available the Licensed Product;
f. grant any third party access to or use of the Licensed Product on a service
bureau, timesharing, subscription service, rental or application service
provider basis or otherwise;
g. use the Licensed Product in any manner or for any purpose that infringes,
misappropriates, or otherwise violates any Intellectual Property Rights or
other right of any person, or that violates any applicable law; or
g. defeat or circumvent, attempt to defeat or circumvent, or authorize or
assist any third party in defeating or circumventing controls on the
installation or use of copies of the Licensed Product.
2.3 Reservation of Rights. Radix reserves all rights not expressly granted to
you in this Agreement. Except for the limited rights and licenses expressly
granted under this Agreement, nothing in this Agreement grants, by
implication, waiver, estoppel, or otherwise, to you or any third party any
Intellectual Property Rights or other right, title, or interest in or to the
Licensed Product.
2.4. Open Source Software. The Licensed Product may be delivered with software
that is subject to open source licensing terms ("Open Source Software") which
are available at https://protect-us.mimecast.com/s/LsOeCW61R5fonkosKJnjP. You
agree that all Open Source Software shall be and shall remain subject to the
terms and conditions under which it is provided. The Open Source Software is
provided "AS IS," WITHOUT ANY WARRANTY OF ANY KIND, AND RADIX FURTHER
DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO
OPEN SOURCE SOFTWARE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER
RADIX NOR THE LICENSORS OF OPEN SOURCE SOFTWARE SHALL HAVE ANY LIABILITY FOR
ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES
(INCLUDING WITHOUT LIMITATION LOST PROFITS), HOWEVER CAUSED ON ANY THEORY OF
LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING
NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OR DISTRIBUTION OF
THE LICENSED PRODUCT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Copyrights to the Open Source Software are held by the copyright holders
indicated in the copyright notices in the corresponding source files.
2.5. Conditions. Your right to use the Licensed Product is conditioned upon
your compliance with the terms and conditions of this Agreement. When the
License Term expires, your license rights also expire and you may no longer
use the Licensed Product.
2.6. Copies. If you make backup or archival copies of the Licensed Product or
Documentation, you must reproduce all copyright, trademark, and other notices
that appear on the original copy.
2.7. Transfers and Assignments. You may not transfer or assign your license
rights to any other person in any manner (by assignment, operation of law or
otherwise) unless you have obtained written consent from Radix. If you attempt
to transfer or assign any of your license rights without Radix's consent, the
transfer or assignment will be ineffective, null, and void (and you will be in
material breach of this Agreement).
2.8 Support. This Agreement does not entitle you to any support for the
Licensed Product.
3. Term and Termination.
This Agreement is effective until terminated. You may terminate this Agreement
at any time by destroying all copies of the Licensed Product including any
Documentation. This Agreement will terminate immediately without notice from
Radix if you fail to comply with any provision of this Agreement. Upon
termination, you must destroy all copies of the Licensed Product.
4. No Warranty.
The Licensed Product and Documentation are provided "AS IS". Radix disclaims
all warranties (express, implied, or statutory), including any warranties of
merchantability, fitness for a particular purpose, title, or non-infringement
and any warranties arising from a course of dealing or usage of trade. Radix
does not warrant that the operation of the Licensed Product will be
uninterrupted or error free, or that the Licensed Product will provide 100%
protection. Your reliance on the availability or accuracy of the Licensed
Product shall be entirely at your own risk.
5. Other Terms.
5.1. Ownership of IP Rights. Radix and its licensors own all Intellectual
Property Rights in the Licensed Product and Documentation. Your only rights in
the Licensed Product and Documentation are the rights expressly granted in
this Agreement; all other rights are reserved by Radix. Radix's licensors are
third-party beneficiaries of, and thus may enforce against you, the license
restrictions and confidentiality obligations in this Agreement with respect to
their intellectual property and proprietary information. Radix may freely use
and disseminate any Feedback you provide. You agree not to claim that Radix
owes you any compensation for its use or dissemination of such Feedback.
5.2. Limitation of Liability. For each Licensed Product you license or
purchase from Radix under this Agreement, Radix's maximum total, cumulative
liability to you is limited to One Hundred and no/100 United States Dollars
(US$100) (regardless of the nature of the liability or the nature or number of
claims giving rise to the liability). Radix will not, under any circumstances
or any theory of liability, be liable to you or any third party for any lost
profits, loss of data, loss of privacy or consequential, incidental, or
special damages arising from this Agreement or the products and services
provided to you under this Agreement, even if Radix has been advised of the
possibility off such damages. The limitations of liability in this section are
a fundamental part of this Agreement and are intended to apply even if an
exclusive remedy is found to have failed of its essential purpose.
5.3 Indemnification. You will indemnify, hold harmless, and, at Radix’s
option, defend Radix from and against any losses, damages, liabilities, and
costs resulting from any third-party claim, suit, action, or proceeding based
on your: (i) negligence or willful misconduct; (ii) use of the Licensed
Product or Documentation in a manner not authorized or contemplated by this
Agreement; or (iii) use of the Licensed Product in combination with data,
software, hardware, equipment or technology not provided by Radix or
authorized by Radix in writing; provided that you may not settle any such
matter against Radix unless such settlement completely and forever releases
Radix from all liability with respect to such matter or unless Radix consents
to such settlement, and further provided that Radix will have the
right, at its option, to defend itself against any such matter or to
participate in the defense thereof by counsel of its own choice.
5.4. Export Controls. You acknowledge that the Licensed Product, including
technical data, 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 comply with
all applicable U.S. and international laws governing export and re-export of
the Licensed Product, including the U.S. Export Administration Regulations, as
well as end-user, end-use and destination restrictions issued by the United
States and other governments.
5.5. Governing Law; Jurisdiction. This Agreement is governed by the laws of
the United States and the State of Texas, without regard to conflicts of laws
principles. The federal and state courts located in Dallas County, Texas have
exclusive jurisdiction over any disputes arising from or relating to this
Agreement, and each party consents to such jurisdiction and venue.
5.6. Notices. Any notice, approval, consent, or other communication intended
to have legal effect under this Agreement must be given to the other party in
writing, must be sent by first-class, registered, or overnight mail or private
overnight courier (to the address for the other party stated on the signature
page, unless the other party has given notice of a new address), and will be
deemed given upon receipt or when delivery is refused.
5.7. Waivers. Either party's failure to enforce any provision of this
Agreement will not be deemed a waiver of the future enforcement of that
provision or enforcement of any other provision. In order to be binding, a
waiver must be in writing and signed by the party giving the waiver.
5.8. Independent Contractors. The parties to this Agreement are independent
contractors. Neither party is the agent or partner of the other party, or has
any power or authority to act on behalf of the other party.
5.9. Severability. If any provision in this Agreement is found to be invalid
or unenforceable as written, the remaining provisions will remain in full
force and effect and the invalid or unenforceable provision is to be construed
(and, if necessary, modified) so that it is valid and enforceable to the
greatest extent possible.
5.10. Attorneys' Fees. The prevailing party in any action to enforce this
Agreement will be entitled to recover costs and expenses including reasonable
attorneys' fees.
5.11. Remedies. Except where this Agreement expressly provides exclusive
remedies, all rights and remedies of either party (including termination
rights) are cumulative. You agree that monetary damages alone would not be an
adequate remedy, and therefore Radix will be entitled to injunctive relief if
you materially breach the license restrictions or confidentiality provisions
in this Agreement.
5.12. Force Majeure. Each party will be excused from performance of its
obligations under this Agreement, except payment obligations, to the extent
that performance is rendered impossible by earthquake, fire, flood,
governmental action, labor disruptions, supplier failures, or any other event
or circumstance beyond that party's reasonable control.
5.13. Construction. Section headings in this Agreement are for convenience
only. The word "including" (and variations thereof) is not intended to be
limiting. No rule of strict construction is to be used when interpreting this
Agreement.
5.14. Government Users. If you are a branch or agency of the United States
Government, or are acquiring the Licensed Product on behalf of any branch or
agency of the United States Government, then the following provision applies.
The Licensed Product and Documentation are comprised of "commercial computer
software" and "commercial computer software documentation", as such terms are
used in 48 C.F.R. 12.212, and are provided to the Government (i) for
acquisition by or on behalf of civilian agencies, consistent with the policy
set forth in 48 C.F.R. 12.212; or (ii) for acquisition by or on behalf of
units of the Department of Defense, consistent with the policies set forth in
48 C.F.R. 227.7202-1 and 227.7202-3.
5.15. Entire Agreement. This Agreement constitutes the entire agreement
between the parties concerning its subject matter, and supersedes any prior or
contemporaneous agreements, communications, or understandings (whether written
or oral).
5.16. Amendments. This Agreement may be amended only by means of a written
instrument signed by authorized representatives of both parties that
specifically refers to this Agreement and states the parties' intention to
amend it.
6. Glossary of Definitions
6.1. “Documentation” means any user manuals, reference manuals, release,
application and methodology notes, written utility programs, and other
materials in any form provided by Radix for use with the Licensed Product.
6.2. “Feedback” means any ideas or suggestions you voluntarily provide to
Radix (in any manner, whether in writing or orally or otherwise) regarding the
Licensed Product or Documentation, including possible enhancements or
improvements.
6.3. “Intellectual Property Rights” means all patent rights, copyrights, trade
secret rights, mask works, and trademark rights (including service marks and
trade names), and any applications for these rights, in all countries.
6.4. “License Term” means the period of time during which you may use the
Licensed Product pursuant to this Agreement.
6.5. “Licensed Product” has the meaning given in section 1 of this Agreement.
6.6. “Open Source Software” has the meaning given in section 2.4 of this
Agreement.
6.7. “You” (and variations thereof) means the entity that agrees to the terms
and conditions of this Agreement as the licensee.