Network Technologies Incorporated (NTI)
ENVIROMUX Management Software Software
End User License Agreement
You, as the Customer, agree as follows:
1. DEFINITIONS
1.1 "Application Software" shall mean the ENVIROMUX Management Software software
portion of the Licensed Software, in
object code form only, and any other portions of the Licensed
Software, in object code form only, provided by NTI.
1.2 "Designated Computer" shall mean the one (1) computer upon which
Customer shall run the Licensed Software.
1.3 "Licensed Software" shall mean the Application Software plus any other
software, in object code form only, supplied by NTI pursuant to
this Agreement. The Licensed Software may include third party
software, including but not limited to operating systems, licensed
to NTI. If no operating system software is included in the
software provided under this Agreement, you must make provision for
any required operating system software licenses.
2. LICENSE
2.1 You are granted only a personal, non-transferable, nonexclusive
license to use the Licensed Software only on the Designated Computer
solely for the purpose of evaluating the Licensed Software. You may
copy the Licensed Software into machine readable form for backup
purposes in support of your use of the Licensed Software on the
Designated Computer, limited to one copy. You may not reverse
compile or disassemble the software. The Customer shall not modify
or adapt the Licensed Software in any way. The Licensed Software,
comprising proprietary trade secret information of NTI and/or its
licensors, shall be held in confidence by you and protected from
disclosure to third parties. No title to the intellectual property
is transferred. You must reproduce and include all applicable
copyright notices on any copy. Licensed Software may not be exported,
distributed or used outside the United States or the country of your
place of business where this package was originally shipped without
the advanced written permission of NTI or its authorized affiliate.
2.2 NTI or NTI's licensors having a proprietary interest in the Licensed
Software shall have the right to enforce such interests, including
the right to terminate this Agreement in the event of a breach of
its terms pertaining to such proprietary interests, without
prejudice to any claim for damages or other claim in favor of NTI.
2.3 IF YOU TRANSFER POSSESSION OF ANY COPY OF THE LICENSED SOFTWARE TO
ANOTHER PARTY WITHOUT WRITTEN CONSENT OF NTI, YOUR LICENSE IS
AUTOMATICALLY TERMINATED.
Any attempt otherwise to sublicense, assign or transfer any of the
rights, duties or obligations hereunder is void.
2.4 If the Licensed Software is being acquired on behalf of the U.S.
Government, Department of Defense, the Licensed Software is subject
to "Restricted Rights", including the legend to be affixed to the
software as set forth in DOD Supplement to the Federal Acquisition
Regulations (DFAR's) paragraph 252 .227-7013(c)(1). If software is
being acquired on behalf of any other U.S. Government entity, unit
or agency, the Government's rights shall be as defined in paragraph
52.227-19(c)(2) of the Federal Acquisition Regulations (FAR's).
2.5 You understand that all subscription based licenses and trial licenses
require valid internet connectivity to reach NTI servers to continue
to be under license.
3. WARRANTY
3.1 THE LICENSED SOFTWARE IS PROVIDED "AS IS", WITHOUT ANY WARRANTIES,
EXPRESS OR IMPLIED, AS TO THE ADEQUACY OR ACCURACY OF THE LICENSED
SOFTWARE. YOU UNDERSTAND THAT THE LICENSED SOFTWARE MAY CONTAIN
DEFECTS OR ERRORS. NTI OR ITS CONTRIBUITORS DOES NOT WARRANT THAT
THE LICENSED SOFTWARE WILL BE FREE FROM DEFECTS IN MATERIAL OR
WORKMANSHIP, OR THAT OPERATION OF THE LICENSED SOFTWARE WILL BE
ERROR FREE, OR THAT THE USE OF THE LICENSED SOFTWARE WILL NOT
INFRINGE ANY PATENT, TRADE SECRET, OR COPYRIGHT OF ANY THIRD PARTY.
NO IMPLIED OR STATUTORY WARRANTY OF MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE SHALL APPLY.
3.2 It is understood that the provision of any ENVIROMUX Management Software Software
abilities within the Licensed Software does not obligate NTI to further
provide such ENVIROMUX Management Software Software abilities in subsequent
production releases. Furthermore, the operation and user interfaces
supported by the Licensed Software may change with
subsequent production releases, and NTI assumes no liabilities for
any resulting adoption to subsequent releases which may be required
by you.
4. LIMITATION OF LIABILITY
4.1 IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, BREACH OF
WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE SHALL NTI OR ITS
SUPPLIERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR
PENAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT OR
REVENUES, LOSS OF USE OF THE LICENSED SOFTWARE OR ANY PART THEREOF,
OR ANY ASSOCIATED EQUIPMENT, DAMAGE TO ASSOCIATED EQUIPMENT, COST OF
SEMSSITAL, COST OF SUBSTITUTE PRODUCTS, FACILITIES, SERVICES OR
REPLACEMENT POWER, DOWN TIME COSTS, OR CLAIMS OF YOUR CUSTOMERS AND
TRANSFEREES FOR SUCH DAMAGES EVEN IF NTI HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
4.2 IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT OR WARRANTY,
TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NTI'S LIABILITY TO
YOU FOR ANY LOSS OR DAMAGE ARISING OUT OF, OR RESULTING FROM THIS
AGREEMENT, OR FROM ITS PERFORMANCE OR BREACH, OR FROM THE LICENSED
SOFTWARE OR ANY PART THEREFORE, OR FROM ANY SERVICE FURNISHED
HEREUNDER, EXCEED THE GREATER OF FIVE HUNDRED DOLLARS ($500.00) OR
THE QUOTED CHARGES FOR THE LICENSED SOFTWARE. ANY SUCH LIABILITY
SHALL TERMINATE ONE (1) YEAR AFTER THE DATE OF THIS AGREEMENT.
4.3 If NTI furnishes you with advice or other assistance which concerns
Licensed Software or any portion thereof supplied hereunder or any
system or equipment on which any such software may be installed and
which is not required pursuant to this Agreement, the furnishing of
such advice or assistance will not subject NTI to any liability,
whether in contract, warranty, tort, (including negligence) or
otherwise.
4.4 The products to be licensed or sold hereunder are not intended for use
in any nuclear, chemical or weapons production facility or activity,
or other activity where failure of the products could lead directly
to death, personal injury or severe physical or environmental damage.
If so used, NTI disclaims all liability for any damages arising as a
result of the hazardous nature of the business in question,
including but not limited to nuclear, chemical or environmental
damage, injury or contamination, and you shall indemnify, hold
harmless and defend NTI, its officers, directors, employees and
agents against all such liability, whether based on contract,
warranty, tort (including negligence), or any other legal theory,
regardless of whether NTI had knowledge of the possibility of such
damages.
5. TERM AND TERMINATION
5.1 You may terminate the license granted hereunder at any time by
returning the Licensed Software together with all copies thereof and
notifying NTI in writing that all use of the Licensed Software has
ceased and that same has been returned.
5.2 NTI may terminate this Agreement or any license hereunder without
prior notice if you fail to perform any obligation or undertaking to
be performed by you under this Agreement or if you attempt to assign
this Agreement without the prior written consent of NTI, or if NTI,
in its sole discretion, notifies you it is terminating your use of
the Licensed Software. Within twenty (20) days after any such
termination of this Agreement, you shall certify in writing to NTI
that all use of the Licensed Software has ceased, and that same has
been returned or destroyed, in accordance with NTI's instructions.
5.3 Sections 4, 5 6 and 7 of this Agreement shall survive any expiration or
termination and remain in effect. Termination of this Agreement or
any license hereunder shall not relieve you of your obligation to
pay any and all outstanding charges hereunder nor entitle you to any
refund of such charges previously paid.
6. EXPORT
6.1 If you intend to export (or re export), directly or indirectly, the
software products or technical information relating thereto supplied
hereunder or any portion thereof, you should be aware that the prior
authorization of the authorities of their or its country of origin
may be required. In this case, you have the sole responsibility for
securing any required export licenses in your own name.
7. CONTENT
7.1 You understand that all information (such as data files, written text,
computer software, audio files or other sounds, photographs, videos
or other images) which you may have access to as part of, or through your
use of, the software are the sole responsibility of the person from which
such content originated. All such information is referred to below as the
"Content".
7.2 You understand that by using the Licensed Software your may be exposed to unintended
third parties, either due to misconfiguration of the software or bugs in
the software or any other design flaws. While NTI strives to make the
software as secure as possible you do acknowledge there are factors
outside of the control of NTI which may cause your content exposed. In this
respect, you use the Licensed Software at your own risk and NTI or its distributors
will not be liable for data loss.
7.3 If enabled in your settings, you agree to send user data that doesn't personally
identify your users to help NTI build software to better suit your needs. The
content may involve user data in any time period when the software was used.
7.4 If enabled in your settings, you agree to send crash reports that may include
proprietary or personal information to determine the cause of the crash to
help NTI fix the source of the crash. You do acknowledge by using the software
you agree to send crash reports by default. The
content may involve user data in any time period when the software was used.
8. GENERAL
8.1 This Agreement shall be governed by the laws of the State of Ohio,
without regard to its conflict of law provisions. The provisions
of the United Nations Convention on the International Sale of Goods
shall not apply to this Agreement.
8.2 This Agreement is the complete and exclusive statement of the
agreement between us and supersedes any proposal or prior agreement,
oral or written, and any other communications between us relating to
the subject matter of this Agreement. No change or amendment to this
Agreement shall be effective unless agreed to by written instrument
signed by a duly authorized representative of NTI.
9. Notification of Software Problems (i.e. Program bugs, errors, etc.)
9.1 From time to time NTI may inform Users of certain Software
problems which NTI feels are especially important or
critical. NTI will also provide detailed problem
information to users who request it.
Should you have any questions concerning this Agreement, you may contact
NTI by writing to:
Network Technologies Inc, 1275 Danner Drive, Aurora, OH 44202-8054.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE
TO BE BOUND BY ITS TERMS AND CONDITIONS.
YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE
AGREEMENT BETWEEN US AND SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN,
AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS
AGREEMENT. FURTHER, NO CHANGE OR AMENDMENT TO THIS AGREEMENT SHALL BE EFFECTIVE
UNLESS AGREED TO BY WRITTEN INSTRUMENT SIGNED BY A DULY AUTHORIZED REPRESENTATIVE
OF NTI.
(C) 2019, 2021 Network Technologies Inc. All rights reserved
