Software License Agreement
This Software License Agreement is not applicable if Licensee has a valid LanScape Long Term License Agreement and has licensed this Software under a LanScape Product Schedule.
LANSCAPE CORPORATION ("LANSCAPE") IS WILLING TO LICENSE THIS SOFTWARE (SOFTWARE) TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. BEFORE YOU CLICK ON THE "ACCEPT" BUTTON, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE "ACCEPT" BUTTON, YOU ARE CONSENTING TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN LANSCAPE IS UNWILLING TO LICENSE THE SOFTWARE TO YOU, IN WHICH EVENT YOU SHOULD CLICK THE “DO NOT ACCEPT” BUTTON TO DISCONTINUE THE INSTALL PROCESS AND CONTACT YOUR LANSCAPE SALES REPRESENTATIVE.
Software License Agreement
Please Read This License Carefully
You, either an individual or entity (Licensee), are purchasing a license (Agreement) to use this LanScape Corporation software, related user manuals (Documentation), and other materials provided hereunder (collectively, the Software). The Software is the property of LanScape Corporation (LanScape) and/or its licensors, is protected by intellectual property laws, and is provided to Licensee only under the license terms set forth below. This Agreement does not transfer title to the intellectual property contained in the Software. LanScape reserves all rights not expressly granted herein. By clicking on the “Accept” button and/or installing the Software indicates your acceptance of these terms. If you do not agree to all of the terms and conditions of this Agreement, do not install the Software and contact a LanScape sales representative.
Title and Proprietary Rights: Licensee acknowledges and agrees that the Software is proprietary to LanScape and/or its licensors, and is protected under the laws of the United States and other countries. Licensee further acknowledges and agrees that all rights, title and interest in and to the Software, including intellectual property rights, are and shall remain with LanScape and/or its licensors. Unauthorized reproduction or distribution is subject to civil and criminal penalties.
Evaluation Copy: This section shall apply only if the Software has been provided for Licensee's evaluation of the Software (Evaluation Copy). An Evaluation Copy is provided AS IS, with no warranties, express or implied, or maintenance service; for the sole and exclusive purpose of enabling Licensee to evaluate the Software. The Evaluation Copy will automatically time-out at the end of the evaluation period. If Licensee elects to continue to use the Software at the end of the evaluation period, Licensee must contact a LanScape representative.
Use Of The Software: LanScape grants Licensee the limited right to use the Software included in the package with this license, subject to the terms and conditions of this Agreement. Licensee agrees that the Software will be used solely for internal purposes. Licensee may not use the Software to offer data processing services to third parties, including but not limited to timesharing, facilities management, outsourcing or service bureau use, or any other third party commercial purpose or gain. Only one copy of the Software may be installed on a single computer at any one time unless:
(i) The Software is designed and intended by LanScape for use in a shared network client server environment, as set forth in the Documentation; and
(ii) Licensee agrees to provide technical or procedural methods to prevent use of the Software, even at different times, by anyone other than Licensee; and
(iii) Licensee has purchased a license for each individual user of the Software and/or for each computer that will have access to the Software. Any unauthorized use of this Software will cause termination of this Agreement.
Licensee may make one machine-readable copy of the Software for BACK UP PURPOSES ONLY. This copy shall display all proprietary notices, be labeled externally to show that it is the property of LanScape, and that its use is subject to this Agreement. Documentation may not be copied in whole or part. Licensee agrees to provide technical or procedural methods to prevent use of the Software by anyone other than Licensee, even at different times. Licensee may not use, transfer, assign, export or in any way permit the Software to be used outside the country of purchase, unless authorized in writing by LanScape. Except as expressly provided in this Agreement, Licensee may not modify, reverse engineer, decompile, disassemble, distribute, sublicense, sell, rent, lease, give or in any way transfer the Software, by any means or in any medium, including telecommunications or internet file sharing. Licensee will use its best efforts and take all reasonable steps to protect the Software from unauthorized use, copying or dissemination, and will retain all proprietary notices intact.
Maintenance Service: Licensee may subscribe to maintenance service on an annual basis by paying the maintenance fee then in effect. If LanScape provides maintenance service while connected to Licensee's system or network either remotely or in person, LanScape shall not be responsible for any damage or loss, including but not limited to server failure, data loss, virus/worm infection and network downtime. Licensee is responsible for maintaining adequate backup and virus intrusion software for its server, data and network systems.
Redistribution Rights of Telephony Development Software: This section shall only apply if the Software is telephony development software, used by Licensee to develop application or utility programs (User Software), as specified in the documentation. The User Software may include run-time components (RTC’s) that have been extracted by the Software from the library files of the Software, programs to remotely test the user software, and compiled code examples. These RTCs, examples, and programs are specifically designated as redistributable in the Documentation. Licensee has a non-exclusive, royalty-free, restricted license to:
(i) Modify, compile, and evaluate the telephony code examples. Example software can not be distributed directly by any means;
(ii) Distribute utility testing program(s) for testing purposes only;
(iii) Embed the RTCs and telephony code examples in its User Software, in object code form only; and
(iv) Reproduce and distribute the RTCs and telephony code examples embedded in its User Software, in object code form only, provided that:
(a) Licensee distributes the RTCs and telephony code examples only in conjunction with and as a part of its User Software;
(b) Licensee will be solely responsible to anyone receiving its User Software for any updates, technical and other support obligations, and any other liability which may arise from the distribution of its User Software;
(c) Licensee does not use LanScape’s or its licensors’ names, logos, or trademarks to market or distribute its User Software;
(d) Licensee includes LanScape’s and its licensors’ copyright and/or proprietary notices and legends within the executable images of its User Software and on Licensee’s software media and documentation; and
(e) Licensee agrees to indemnify, hold harmless and defend LanScape and its licensors from and against any claims or lawsuits, including attorney’s fees, that arise or result from the use or distribution of its User Software.
(f) Licensee agrees that digitally signed binary images will be maintained in whole when incorporated into its User Software. Licensee shall not attempt to modify, alter, or change any binary digital signatue(s).
Government Users: With respect to any acquisition of the Software by or for any unit or agency of the United States Government, the Software shall be classified as "commercial computer software," as that term is defined in the applicable provisions of the Federal Acquisition Regulation (the "FAR") and supplements thereto, including the Department of Defense (DoD) FAR Supplement (the "DFARS"). If the Software is supplied for use by DoD, the Software is delivered subject to the terms of this Agreement and either (i) in accordance with DFARS 227.7202-1(a) and 227.7202-3(a), or (ii) with restricted rights in accordance with DFARS 252.227-7013(c)(1)(ii) (OCT 1988), as applicable. If the Software is supplied for use by a Federal agency other than DoD, the Software is restricted computer software delivered subject to the terms of this Agreement and (i) FAR 12.212(a); (ii) FAR 52.227-19; or (iii) FAR 52.227-14(ALT III), as applicable. Licensor: LanScape Corporation, 10340 Colony Court, Eden Prairie, Minnesota 55347
Limited Warranty and Remedy: LanScape warrants the Software media to be free of defects in workmanship for a period of thirty (30) days from purchase. During this period, LanScape will replace at no cost any such media returned to LanScape, postage prepaid. This service is LanScape’s sole liability under this warranty. LANSCAPE DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO LICENSEE. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THIRTY (30) DAYS FROM THE DELIVERY OF THE SOFTWARE. LICENSEE MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.
Infringement of Intellectual Property Rights: In the event of an intellectual property right claim, LanScape agrees to indemnify and hold Licensee harmless, provided Licensee gives LanScape prompt written notice of such claim, permits LanScape to defend or settle the claim, and provides all reasonable assistance to LanScape in defending or settling the claim. In the defense or settlement of such claim, LanScape may obtain for Licensee the right to continue using the Software or replace or modify the Software so that it avoids such claim, or if such remedies are not reasonably available, accept the return of the infringing Software and provide Licensee with a pro-rata refund of the license fees paid for such Software based on a one (1) year use period.
Limitation of Liability: LICENSEE ASSUMES THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE. IN NO EVENT WILL LANSCAPE BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF USE, DATA, REVENUES OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE, OPERATION OR PERFORMANCE OF THE SOFTWARE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT LANSCAPE OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO LICENSEE. IN NO EVENT SHALL LANSCAPE BE LIABLE TO LICENSEE FOR AMOUNTS IN EXCESS OF PURCHASE PRICE PAID FOR THE SOFTWARE.
Additional Licenses: Licensee's use or implementation of “the software” may require additional licenses, including but not limited to copyright and patent licenses from various entities. Should any such additional copyright, patent or other licenses be required, LanScape Corporation expects that Licensee will and Licensee agrees to obtain any such licenses at Licensee's own expense. Licensee is solely responsible for obtaining any such licenses and the copyright licenses granted in herein are conditioned on Licensee obtaining such additional licenses.
Term and Termination: This License Agreement shall be effective upon Licensee’s acceptance of this Agreement and shall continue until terminated by mutual consent, or by election of either Licensee or LanScape in case of the other’s unremediated material breach. In case of any termination of this Agreement, Licensee will immediately return to LanScape the Software that Licensee has obtained under this Agreement and will certify in writing that all copies of the Software have been returned or erased from the memory of its computer or made non-readable.
General: This Agreement, the LanScape invoice and Licensee purchase order, are the complete and exclusive statement of the parties' agreement and supersede any prior agreement or understanding whether oral or written, relating to the subject of this Agreement. The preprinted terms of any purchase order accepted by LanScape are expressly superseded by this Agreement. Should any provision of this Agreement be held to be invalid by any court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remainder of the Agreement shall nonetheless remain in full force and effect. This Agreement shall be governed by the laws of the State of Minnesota and the United States of America.
BY PRESSING THE “NEXT” BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. ANY VIOLATION OF THIS LICENSE AGREEMENT WIL RESULT IN CRIMINAL AND/OR CIVIL PROSECUTION TO THE FULLEST EXTENT OF THE LAW.