INTERLABZ TECHNOLOGIES OR ITS SUBSIDIARY LICENSING THE SOFTWARE INSTEAD OF INTERLABZ TECHNOLOGIES (“INTERLABZ”) IS WILLING TO LICENSE THIS SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU PURCHASED THE SOFTWARE FROM AN APPROVED SOURCE AND THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS END USER LICENSE AGREEMENT PLUS ANY ADDITIONAL LIMITATIONS ON THE LICENSE SET FORTH IN A SUPPLEMENTAL LICENSE AGREEMENT ACCOMPANYING THE PRODUCT OR AVAILABLE AT THE TIME OF YOUR ORDER (COLLECTIVELY THE “AGREEMENT”). TO THE EXTENT OF ANY CONFLICT BETWEEN THE TERMS OF THIS END USER LICENSE AGREEMENT AND ANY SUPPLEMENTAL LICENSE AGREEMENT, THE SUPPLEMENTAL LICENSE AGREEEMENT SHALL APPLY. BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU ARE REPRESENTING THAT YOU PURCHASED THE SOFTWARE FROM AN APPROVED SOURCE AND BINDING YOURSELF TO THE AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THE AGREEMENT, THEN INTERLABZ IS UNWILLING TO LICENSE THE SOFTWARE TO YOU AND (A) YOU MAY NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE, AND (B) YOU MAY RETURN THE SOFTWARE (INCLUDING ANY UNOPENED CD PACKAGE AND ANY WRITTEN MATERIALS) FOR A FULL REFUND, OR, IF THE SOFTWARE AND WRITTEN MATERIALS ARE SUPPLIED AS PART OF ANOTHER PRODUCT, YOU MAY RETURN THE ENTIRE PRODUCT FOR A FULL REFUND. YOUR RIGHT TO RETURN AND REFUND EXPIRES 30 DAYS AFTER PURCHASE FROM AN APPROVED SOURCE, AND APPLIES ONLY IF YOU ARE THE ORIGINAL AND REGISTERED END USER PURCHASER. FOR THE PURPOSES OF THIS END USER LICENSE AGREEMENT, AN”APPROVED SOURCE” MEANS (A) INTERLABZ; OR (B) A DISTRIBUTOR OR SYSTEMS INTEGRATOR AUTHORISED BY INTERLABZ TO DISTRIBUTE / SELL INTERLABZ EQUIPMENT, SOFTWARE AND SERVICES WITHIN YOUR TERRITORY TO END USERS; OR (C) A RESELLER AUTHORISED BY ANY SUCH DISTRIBUTOR OR SYSTEMS INTEGRTOR IN ACCORDANCE WITH THE TERMS OF THE DISTRIBUTOR’S AGREEMENT WITH INTERLABZ TO DISTRIBUTE / SELL THE INTERLABZ EQUIPMENT, SOFTWARE AND SERVICES WITHIN YOUR TERRITORY TO END USERS.
THE FOLLOWING TERMS OF THE ARGEEMENT GOVERN CUSTOMER’S USE OF THE SOFTWARE (DEFINED BELOW), EXCEPT TO THE EXTENT: (A) THERE IS A SEPARATE SIGNED CONTRACT BETWEEN CUSTOMER AND INTERLABZ GOVERNING CUSTOMER’S USE OF THE SOFTWARE, OR (B) THE SOFTWARE INCLUDES A SEPARATE “CLICK-ACCEPT” LICENSE AGREEMENT OR THIRD PARTY LICENSE AGREEMENT AS PART OF THE INSTALLATION OR DOWNLOAD PROCESS GOVERNING CUSTOMER’S USE OF THE SOFTWARE. TO THE EXTENT OF A CONFLICT BETWEEN THE PROVISIONS OF THE FOREGOING DOCUMENTS, THE ORDER OF PRECEDENCE SHALL BE (1) THE SIGNED CONTRACT, (2) THE CLICK-ACCEPT AGREEMENT OR THIRD PARTY LICENSE AGREEMENT, AND (3) THE AGREEMENT. FOR PURPOSES OF THE AGREEMENT,”SOFTWARE” SHALL MEAN COMPUTER PROGRAMS, INCLUDING FIRMWARE AND COMPUTER PROGRAMS EMBEDDED IN INTERLABZ EQUIPMENT, AS PROVIDED TO CUSTOMER BY AN APROVED SOURCE, AND ANY UPGRADES, UPDATES, BUG FIXES OR MODIFIED VERSIONS THERETO (COLLECTIVELY, “UPGRADES”), ANY OF THE SAME WHICH HAS BEEN RELICENSED UNDER THE INTERLABZ SOFTWARE TRANSFER AND RE-LICENSING POLICY (AS MAY BE AMENDED BY INTERLABZ FROM TIME TO TIME) OR BACKUP COPIES OF ANY OF THE FOREGOING.
License. Conditioned upon compliance with the terms and conditions of the Agreement, INTERLABZ grants to Customer a nonexclusive and nontransferable license to use for Customer’s internal business purposes the Software and the Documentation for which Customer has paid the required license fees to an Approved Source. “Documentation” means written information (whether contained in user or technical manuals, training materials, specifications or otherwise) pertaining to the Software and made available by an Approved Source with the Software in any manner (including on CD-ROM, or on-line). In order to use the Software, Customer may be required to input a registration number or product authorization key and register Customer’s copy of the Software online at INTERLABZ’s website to obtain the necessary license key or license file. Customer’s license to use the Software shall be limited to, and Customer shall not use the Software in excess of, a single hardware chassis or card or such other limitations as are set forth in the applicable Supplemental License Agreement or in the applicable purchase order which has been accepted by an Approved Source and for which Customer has paid to an Approved Source the required license fee (the “Purchase Order”). Unless otherwise expressly provided in the Documentation or any applicable Supplemental License Agreement, Customer shall use the Software solely as embedded in, for execution on, or (where the applicable Documentation permits installation on non-INTERLABZ equipment)for communication with INTERLABZ equipment owned or leased by Customer and used for Customer’s internal business purposes. No other licenses are granted by implication, estoppel or otherwise.
For evaluation or beta copies for which INTERLABZ does not charge a license fee, the above requirement to pay license fees does not apply.
General Limitations. This is a license, not a transfer of title, to Software and Documentation, and INTERLABZ retains ownership of all copies of the Software and Documentation. Customer acknowledges that the Software and Documentation contain trade secrets of INTERLABZ 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 INTERLABZ equipment purchased by the Customer from an Approved Source and Customer specifically agrees not to:
- transfer, assign or sublicense its license rights to any other person or entity (other than in compliance with any INTERLABZ relicensing/transfer policy then in force), or use the Software on INTERLABZ equipment not purchased by the customer from an Approved Source or on secondhand INTERLABZ equipment, and Customer acknowledges that any attempted transfer, assignment, sublicense or use shall be void;
- 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;
- Reverse engineer or decompile, decrypt, disassemble or otherwise reduce the Software to human-readable form, except to the extent otherwise permitted under applicable law notwithstanding this restriction or except to the extent that INTERLABZ is legally required to permit such specific activity pursuant to any applicable open source license;
- Publish any results of benchmark tests run on the Software;
- 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 INTERLABZ; or
- 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 INTERLABZ. Customer shall implement reasonable security measures to protect such trade secrets.
To the extent required by applicable law, and at Customer’s written request, INTERLABZ shall provide Customer with the interface information needed to achieve interoperability between the Software and another independently created program, on payment of INTERLABZ’s applicable fee, if any. Customer shall observe strict obligations of confidentiality with respect to such information and shall use such information in compliance with any applicable terms and conditions upon which INTERLABZ makes such information available.
Software, Upgrades and Additional Copies. NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT : (1) CUSTOMER HAS NO LICENSE OR RIGHT TO MAKE OR USE ANY ADDITIONAL COPIES OR UPGRADES UNLESS CUSTOMER, AT THE TIME OF MAKING OR ACQUIRING SUCH COPY OR UPGRADE, ALREADY HOLDS A VALID LICENSE TO THE ORIGINAL SOFTWARE AND HAS PAID THE APPLICABLE FEE TO AN APPROVED SOURCE FOR THE UPGRADE OR ADDITIONAL COPIES; (2) USE OF UPGRADES IS LIMITED TO INTERLABZ EQUIPMENT SUPPLIED BY AN APPROVED SOURCE FOR WHICH CUSTOMER IS THE ORIGINAL END USER PURCHASER OR LESSEE OR OTHERWISE HOLDS A VALID LICENSE TO USE THE SOFTWARE WHICH IS BEING UPGRADED; AND (3) THE MAKING AND USE OF ADDITIONAL COPIES IS LIMITED TO NECESSARY BACK UP PURPOSES ONLY.
Proprietary Notices. Customer agrees to maintain and reproduce all copyright, proprietary, and other notices on all copies, in any form, of the Software in the same form and manner that such copyright and other proprietary notices are included on the Software. Except as expressly authorized in the Agreement, Customer shall not make any copies or duplicates of any Software without the prior written permission of INTERLABZ.
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 Software and any Documentation. Customer’s right under the Agreement will terminate immediately without notice from INTERLABZ if Customer fails to comply with any provisions 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.
Customer Records. Customer Grants to INTERLABZ 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 INTERLABZ the appropriate license fees, plus the reasonable cost of conducting the audit.
Identified Components; Additional Term. The Software may contain or be delivered with one or more components, which may include third-party components, identified by INTERLABZ in the Documentation, readme.txt file, third-party click-accept or elsewhere (e.g.www.INTERLABZ.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).
Subject to the limitations and conditions set forth herein, INTERLABZ warrants that commencing from the date of shipment to Customer (but in case of resale by an Approved Source other than INTERLABZ, commencing not more than ninety (90) days after original shipment by INTERLABZ), and continuing for a period of the longer of (a) ninety (90) days or (b) the warranty period(if any) expressly set forth as applicable specifically to software in the warranty card accompanying the product of which the Software is a part (the “Product”) (if any); (a) the media on which the Software is furnished will be free of defects in materials and workmanship under normal use; and (b) the Software substantially conforms to the Documentation. The date of shipment of a Product by INTERLABZ is set forth on the packaging material in which the Product is shipped. Except for the foregoing, the Software is provided “ASIS”. This limited warranty extends only to the Software purchased form an Approved Source by the Customer who is first registered end user. Customer’s sole and exclusive remedy and the entire liability of INTERLABZ and its suppliers under this limited warranty will be (i) replacement of defective media and/or (ii) at INTERLABZ’s option, repair, replacement, or refund of the purchase price of the Software, in both cases subject to the condition that any error or defect constituting a breach of this limited warranty is reported to the Approved to the approved source supplying the Software to Customer, within the warranty period. INTERLABZ or the Approved Source supplying the Software to Customer may, at its option, require return of the Software and/or Documentations a condition to the remedy. In no event does INTERLABZ warrant that the software is error free or the Customer will be able to operate the Software without problems or interruptions. In addition, due to the continual development of new techniques for intruding upon and attacking networks, INTERLABZ does not warrant that the Software or any equipment, system or network on which Software is used will be free of vulnerability to intrusion or attack.
Restrictions. This warranty does not apply if the Software, Product or any other equipment upon which the Software is authorized to be used (a) has been altered, except by INTERLABZ or its authorized representative, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by INTERLABZ, (c) has been subjected to abnormal physical or electrical stress, abnormal environment conditions, misuse, negligence, or accident; or (d) is licensed for beta, evaluation, testing or demonstration purposes. The Software warranty also does not apply to (c) any temporary Software modules; (f) any Software not posted on INTERLABZ’s Software Center; (g) any Software the INTERLABZ expressly provide n an “ASIS” basis on INTERLABZ’s Software Center; (h) any Software for which an Approved Source does not receive a license fee; and (i) Software supplied by any third party which is not an Approved Source.
DISCLAIMER OF WARRANTY
EXCEPT AS SPECIFIED IN THIS WARRANTY SECTION, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITON OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, NON-INTERFERENCE, ACCURACY OF INFORMATION CONTENT, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW AND ARE EXPRESSLY DISCLAIMED BY INTERLABZ, ITS SUPPLIERS AND LICENSORS. TO THE EXTENT THAT ANY OF THE SAME CANNOT BE EXCLUDED, SUCH IMPLIED CONDITON, REPRESENTATION AND/OR WARRANTY IS LIMITED IN DURATION TO THE EXPRESS WARRANTY PERIOD REFERRED TO IN THE “LIMITED WARRANTY” SECTION ABOVE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, THE ABOVE LIMITATION MAY NOT APLY IN SUCH STATES. THIS WARRANTY GIVES CUSTOMER SPECIFIC LEGAL RIGHTS, AND CUSTOMER MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.
This disclaimer and exclusion shall apply even if the express warranty set forth above fails of its essential purpose.
Disclaimer of Liabilities — Limitation of Liability. NOTWITHSTANDING ANYTHING ELSE IN THE AGREEMENT TO THE CONTRARY, ALL LIABLITY OF INTERLABZ, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS COLLECTIVELY, TO CUSTOMER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRRANTY OR OTHEWISE, SHALL NOT EXCEED THE PRICE PAID BY CUSTOMER TO ANY APPROVED SOURCE FOR THE SOFTWARE THAT GAVE RISE TO THE CLAIM OR IF THE SOFTWARE IS PART OF ANOTHER PRODUCT, THE PRICE PAID FOR SUCH OTHER PRODUCT THIS LIMITATION OF LIABILITY FOR SOFTWARE IS CUMULATIVE AND NOT PER INCIDENT (I.E. THE EXISTENCE OF TWO OR MORE CLAIMS WILL NOT ENLARGE THIS LIMIT).
Disclaimer of Liabilities — Waiver of Consequential Damages and other Losses. IF YOU ACQUIRED THE SOFTWARE IN THE UNITED STATES, LATIN AMERICA, THE CARIBBEAN OR CANADA, REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL INTERLABZ OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR LOST OR DAMAGED DATA, BUSINESS INTERUPTION, LOSS OF CAPITAL, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENT, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER ARISING OUT OF THE USE OF OR INABILITY TO USE SOFTWARE OR OTHERWISE AND EVEN IF INTERLABZ OR ITS SUPPLIES OR LICENSORS HAVE BEEN ADVISED OF THE PASSIBILITY OF SUCH DAMAGES, BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APLY TO YOU.
Customer acknowledges and agrees that INTERLABZ has set its prices and entered into the Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss) and that the same form an essential basis of the bargain between the parties.
Controlling Law, Jurisdiction. The Agreement and Warranties are controlled by and construed under the laws of Dubai, UAE, notwithstanding any conflicts of law provisions; and the Dubai courts shall have exclusive jurisdiction over any claim arising under the Agreement or Warranties. In addition, if the Agreement is controlled by the Dubai, UAE, no person who is not a party to the Agreement shall be entitled to enforce or take the benefit of any of its terms under the Contracts (Rights of Third Parties).
The parties specifically disclaim the application of the UN Convention on Contracts for the International Sale of Goods. If any portion hereof is found to be void or unenforceable, the remaining provisions of the Agreement and Warranties shall remain in full force and effect. Except as expressly provided herein, the Agreement constitutes the entire agreement between the parties with respect to the license of the Software and Documentation and supersedes any conflicting or additional terms contained in any Purchase Order or elsewhere, all of which terms are excluded. The Agreement has been written in the English language, and the parties agree that the English version will govern.