End user agreement for Interactive Whiteboard eBeam Capture
END-USER LICENSE AGREEMENT
LUIDIA, INC. IS WILLING TO LICENSE THIS SOFTWARE TO YOU ONLY IF YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS END-USER LICENSE AGREEMENT ("EULA"). PLEASE READ THE TERMS OF THIS EULA CAREFULLY. IF YOU AGREE TO ALL OF THE TERMS OF THIS EULA, INDICATE YOUR ACCEPTANCE BY CLICKING THE APPROPRIATE BUTTON AT THE BOTTOM OF THIS PAGE. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS EULA, INDICATE YOUR NON-ACCEPTANCE BY CLICKING THE APPROPRIATE BUTTON AT THE BOTTOM OF THIS PAGE AND THE INSTALLATION WILL NOT CONTINUE.
LICENSE: Luidia, Inc. ("Luidia") grants you a limited, non-exclusive license to use this software ("Software") and accompanying documentation ("Documentation") only in connection with the eBeam((r)), Image Port(tm) or other technology or product that Luidia distributes, whether directly or indirectly,(each a "Product") , subject to the terms and restrictions set forth in this EULA. The Software is licensed, not sold.
PERMITTED USE: You may use the Software solely for your own customary business or personal purposes and solely in connection with the Product. You may permanently transfer all of your rights under this EULA only as part of a sale or transfer of the Product, provided you retain no copies, you transfer all of the Software and Documentation (including all component parts, the media and printed materials, any upgrades, and this EULA), AND the recipient agrees to the terms of this EULA. If the Software is an upgrade, any transfer must include all prior versions of the Software.
PROHIBTED USE: You may not make or have made, or permit to be made, any copies of the Software or portions thereof, except as necessary for backup or archive purposes in support of your use of the Software as permitted hereunder. You may not copy the Documentation. You may not attempt to alter, disassemble, decrypt or reverse engineer the Software. You may not lease or rent the Software.
AUP: Your use of the Software is subject to Luidia's then current Acceptable Use Policy ("AUP"), posted on the Luidia website, which AUP Luidia may amend from time to time in its sole discretion. The AUP is incorporated by reference into this EULA. Any violation of the AUP will be treated like a breach of this EULA. You agree to familiarize yourself with the then-current AUP and to adhere to the AUP at all times. Luidia reserves the right to revoke, without notice and in its sole discretion, all licenses granted you in the event you violate the AUP or applicable law in using the Software, Product or Documentation.
PROPRIETARY RIGHTS: You acknowledge that the Software and the Product are proprietary to Luidia and its suppliers and that title and other intellectual property rights therein remain solely with Luidia and its suppliers. Except as stated above, this EULA does not grant you any right to patents, copyrights, trade secrets, trademarks (whether registered or unregistered), or any other rights, franchises or licenses in respect of the Software or the Product. You may not adapt or use any trademark or trade name which is likely to be similar to or confusing with that of Luidia or any of its suppliers or take any other action which impairs or reduces the trademark rights of Luidia or its suppliers.
CONFIDENTIALITY: You agree to hold the Software in confidence, disclosing the Software only to authorized users having a need to use the Software as permitted by this EULA and to take all reasonable precautions to prevent disclosure to other parties.
REMEDIES AND TERMINATION: Unauthorized use, copying or disclosure of the Software, Product or any breach of this EULA will result in automatic termination of your license granted by this EULA in addition to other remedies available to Luidia under applicable law. In the event of termination, you must destroy all copies of the Software and all of its component parts. All provisions of this EULA relating to disclaimers of warranties, limitation of liability, remedies, or damages, and Luidia's proprietary rights shall survive termination.
LIMITED WARRANTY AND DISCLAIMERS: Luidia warrants to the original purchaser only ("Customer") for ninety (90) days from the date of original purchase from Luidia or its authorized retailer that the Software will perform in substantial conformance to the Documentation. .
EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTY, LUIDIA MAKES AND YOU RECEIVE NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SOFTWARE OR PRODUCT, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WHETHER ARISING OUT OF THIS EULA OR OTHER COMMUNICATION WITH YOU, AND LUIDIA SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LUIDIA DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM LUIDIA'S NETWORK AND THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT YOUR CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). LUIDIA CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, LUIDA DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS. LUIDIA DOES NOT REPRESENT OR WARRANT THAT THE USE OF THE SOFTWARE WILL BE SECURE, UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE. LUIDIA DISCLAIMS ANY LIABILITY FOR ANY DATA TRANSFERRED TO LUIDIA'S SERVERS BY YOU. YOU, AND NOT LUIDIA, ARE SOLELY RESPONSIBLE FOR MAINTAINING APPROPRIATE BACK-UP OF SUCH DATA.
THE SOFTWARE AND ANY EQUIPMENT DELIVERED UNDER THIS AGREEMENT ARE NOT DESIGNED OR INTENDED FOR USE IN MEDICAL LIFE SUPPORT SYSTEMS AND SERVICES, ON-LINE CONTROL OF AIRCRAFT, AIR TRAFFIC, AIRCRAFT NAVIGATION OR AIRCRAFT COMMUNICATIONS; OR IN THE DESIGN, CONSTRUCTION, OPERATION OR MAINTENANCE OF ANY NUCLEAR FACILITY. LUIDIA ITS SUPPLIERS AND SUBCONTRACTORS, IF ANY, DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSE(S).
LIMITATION OF LIABILITY: IN NO EVENT WILL LUIDIA OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES, INCLUDING LOSS OF DATA, LOST PROFITS, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING FROM THE SALE, INSTALLATION, MAINTENANCE, USE, PERFORMANCE OR FAILURE OF THE SOFTWARE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF LUIDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOU ACKNOWLEDGE THAT THE PRICE OF THE PRODUCT REFLECTS THIS ALLOCATION OF RISK. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
EXPORT CONTROLS: You agree that you will not export or re-export the Software in any form in violation of any applicable laws or regulations of the United States or the country in which you obtained them.
GOVERNMENT USE: The Software and Documentation provided in connection with this EULA have been developed entirely at private expense. As defined in FAR 2.101, DFARS 252.227-7014(a)(1) and DFARS section 252.227-7015 (and any equivalent or subsequent agency regulation thereof), such Software is a "commercial item" and/or "commercial computer software." Use, duplication or disclosure of the Software by the United States Government is subject to restrictions as set forth in FAR 12.212 or DFARS 227.7202-3 -227.7202-4 and, to the extent required under U.S. federal law, the minimum restricted rights as set out in FAR 52.227-14, Restricted Rights Notice (June 1987) Alternate III(g)(3)(June 1987) or FAR 52.227-19 (June 1987). To the extent any technical data is provided pursuant to the EULA, such data is protected per FAR 12.211 and DFARS 227.7102-2 and to the extent explicitly required by the U.S. Government, is subject to limited rights as set out in DFARS 252.227.7015 (November 1995) and DFARS 252.227-7037 (September 1999). In the event that any of the above referenced agency regulations are modified or superseded, the subsequent equivalent regulation shall apply. The name of the Contractor is Luidia, Inc.
GENERAL: the laws of the State of California govern this EULA. You agree that this EULA shall not be subject to the United Nations Convention on Contracts for the International Sale of Goods (1980). This EULA is the entire agreement held between us and supersedes any other communications or advertising with respect to the Software. If any provision of this EULA is held invalid, the remainder of this EULA shall continue in full force and effect.
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