PLEASE READ CAREFULLY BEFORE USING THIS PRODUCT:
This End-User License Agreement (“EULA”) is a legal agreement between (a) you (either an individual or a single entity) and (b) Digital Automation, Inc that governs your use of any Software Product, installed on or made available by Digital Automation, Inc.
BY TAKING ANY STEP TO USE THE SOFTWARE PRODUCT, YOU (1) REPRESENT THAT YOU ARE OF THE LEGAL AGE OF MAJORITY IN YOUR STATE, PROVINCE JURISDICTION OF RESIDENCE AND, IF APPLICABLE, YOU ARE DULY AUTHORIZED BY YOUR EMPLOYER TO ENTER INTO THIS CONTRACT AND (2) YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT ACCEPT THE EULA TERMS, DO NOT USE THE SOFTWARE PRODUCT.
1. GRANT OF LICENSE. The Software Product includes two types of computer software (1) software that is owned by Digital Automation, Inc (and may include associated media, and “online” or electronic documentation) (collectively the “Software Product”) and (2) other software provided by third parties and used with the Software Product (“Third Party Software”). Digital Automation Inc, grants you the following non-exclusive rights provided you agree to and comply with all terms and conditions of this EULA:
a. Use. You may use the Software Product on a single Crestron processor. You may not use the Software Product on additional Crestron processors and do not have the right to distribute the Software Product. You agree to only use the Software Product as expressly permitted herein.
b. Reservation of Rights. The Software Product is licensed, not sold, to you by Digital Automation, Inc. Digital Automation, Inc and its suppliers own all right, title and interest in and to the Software Product and reserve all rights not expressly granted to you in this EULA. You agree to refrain from any action that would diminish such rights or would call them into question.
c. Third Party Software. Notwithstanding the terms and conditions of this EULA, all or any portion of the Software Product which constitutes Third Party Software, is licensed to you subject to the terms and conditions of the software license agreement accompanying such Third Party Software whether in the form of a discrete agreement, shrink wrap license or electronic license terms accepted at time of download. Use of the Third Party Software by you shall be governed entirely by the terms and conditions of such license.
2. ADDITIONAL SOFTWARE. This EULA applies to updates or supplements to the original Software Product provided by Digital Automation, Inc unless Digital Automation, Inc provides other terms along with the update or supplement. In case of a conflict between such terms, the other terms will prevail.
a. Third Party. The Software Product may only be transferred to another end user as part of a transfer of the Crestron processor on which it is installed. Any transfer must include all component parts, media, printed materials and this EULA. Prior to the transfer, the end user receiving the transferred product must agree to all the EULA terms. Upon transfer of your Crestron processor, your license is automatically terminated, and you are no longer permitted to use the Software Product.
b. Restrictions. You may not rent, lease or lend the Software Product or use the Software Product for commercial timesharing or bureau use. You may not sublicense, assign or transfer the license or Software Product except as expressly provided in this EULA.
4. PROPRIETARY RIGHTS. All intellectual property rights in the Software Product and user documentation are owned by Digital Automation, Inc or its suppliers and are protected by law, including but not limited to copyright, trade secret, and trademark law, as well as other applicable laws and international treaty provisions. The structure, organization and code of the Software Product are the valuable trade secrets and confidential information of Digital Automation, Inc and its suppliers. You shall not remove any product identification, copyright notices or proprietary restrictions from the Software Product.
5. LIMITATION ON REVERSE ENGINEERING. Except to the extent that such restriction is not permitted under applicable law, you are not permitted (and you agree not to) reverse engineer, decompile, disassemble or create derivative works of or modify the Software Product. Nothing contained herein shall be construed, expressly or implicitly, as transferring any right, license or title to you other than those explicitly granted under this EULA. Digital Automation, Inc reserves all rights in its intellectual property rights not expressly agreed to herein. Unauthorized copying of the Software Product or failure to comply with the restrictions in this EULA (or other breach of the license herein) will result in automatic termination of this Agreement and you agree that it will constitute immediate, irreparable harm to Digital Automation, Inc for which monetary damages would be an inadequate remedy, and that injunctive relief will be an appropriate remedy for such breach.
6. TERM. This EULA is effective unless terminated or rejected. This EULA will also terminate immediately and without additional notice in the event you breach this EULA and/or fail to comply with any term or condition of this EULA.
7. LIMITATION OF LIABILITY. Notwithstanding any damages that you might incur, the entire liability of Digital Automation, Inc and any of its suppliers under any provision of this EULA and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you for the Software Product.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DIGITAL AUTOMATION OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, FOR LOSS OF DATA OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT, THIRD PARTY SOFTWARE AND/OR THIRD PARTY HARDWARE USED WITH THE SOFTWARE PRODUCT, OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS EULA), EVEN IF DIGITAL AUTOMATION, INC OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
8. INDEMNITY. You agree to indemnify and hold Digital Automation, Inc and its officers, directors, employees and licensors harmless from any claim or demand (including but not limited to reasonable legal fees) made by a third party due to or arising out of or related to your violation of the terms and conditions of this Agreement, your violation of any laws, regulations or third party rights or your negligent act, omission or willful misconduct.
9. COMPLIANCE WITH LAWS. You shall comply with all laws and regulations of the United States and other countries (“Export Laws”) to ensure that the Software Product is not (1) exported, directly or indirectly, in violation of Export Laws, or (2) used for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation. You further agree that you will not use the Software Product for any purpose prohibited under applicable law.
10. APPLICABLE LAW. This EULA is governed by the laws of the State of Florida, exclusive of conflict of law provisions and you attorn to the jurisdiction of the courts of the State of Florida, within Broward County, with respect to any proceedings arising from this EULA. The parties hereby agree that this Agreement is not governed by the United Nations Convention on Contracts for the International Sale of Goods.
11. ENTIRE AGREEMENT. This EULA is the entire agreement between you and Digital Automation, Inc relating to the Software Product and it supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software Product or any other subject matter covered by this EULA. To the extent the terms of any Digital Automation, Inc policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control. In the event of a conflict between the English and any non-English versions of this EULA, the English version shall govern. If any provision of this EULA is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provision of the EULA will remain in force and effect. Sections 5, 6, 9, 10, 11, 14 and 15 shall survive termination of this EULA.