END USER LICENSE AGREEMENT
1.1 These software end user license terms (the "Agreement") govern the use of accompanying software and firmware (and/or the software and firmware provided to you by Link Labs, Inc. in connection with Products that you have purchased directly from Link Labs or an authorized reseller), (collectively herein, the “Software”) unless it is subject to a separate agreement between you and Link Labs. By downloading, copying, or using the Software you agree to the terms set forth herein.
2 Incorporation of Terms
2.1 This Agreement may incorporate additional terms and conditions accompanying the Software or referenced by Link Labs at: https://www.link-labs.com/3rd-party-terms. The Software may also be subject to additional license terms dictated by third party licensors and/or in connection with the incorporation of open source software into the Software.
3.1 If you agree to this Agreement on behalf of another person or entity, you warrant you have authority to do so.
4 Consumer Rights
4.1 If you obtained software as a consumer, nothing in this Agreement affects your statutory rights.
5 Electronic Delivery
5.1 Link Labs may elect to deliver Software and related Software product or license information by electronic transmission or download.
6 License Grant
6.1 For so long as you comply with the terms in this Agreement, Link Labs grants you a non-exclusive, non-transferable license to use the Software for your internal purposes only.
7 Restrictions on Usage
7.1 Your use of the Software is subject to the following restrictions:
(a) You may not use the Software to provide services to third parties unless specifically authorized by Link Labs.
(b) You may not make copies and distribute, resell or sublicense the Software to third parties.
(c) You may not download and use patches, enhancements, bug fixes, or similar updates unless you have a license to the underlying Software. However, such license doesn't automatically give you a right to receive such updates and Link Labs reserves the right to make such updates only available to customers with support contracts.
(d) You may not copy the Software or make it available on a public or external distributed network.
(e) You may not allow access to the Software on any internal network unless it is restricted to authorized users of the Software.
(f) You may make one copy of the Software for archival purposes or when it is an essential step in authorized use.
(g) You may not modify, reverse engineer, disassemble, decrypt, decompile or make derivative works of the Software.
8 Remote Monitoring
8.1 Some Software may require keys or other technical protection measures and Link Labs may monitor your compliance with the Agreement, remotely or otherwise.
9.1 No transfer of ownership of any intellectual property will occur under this Agreement.
10 Copyright Notices
10.1 You must reproduce copyright notices on the Software and documentation to the extent that you make any authorized copies.
11 Applicable Environments
11.1 The Software may only be used on Link Labs approved hardware and in connection with approved configurations of the same.
12 Limited Warranty for Software
12.1 The Software materially conforms to its specifications, if any, and is free of malware at the time of delivery; if you notify Link Labs (or your authorized reseller, as applicable) within ninety (90) days of delivery of non-conformance to this warranty, Link Labs will replace your copy. This Agreement states all remedies for warranty claims. Link Labs does not warrant that the operation of Software will be uninterrupted or error free, or that Software will operate in hardware and software combinations other than as authorized by Link Labs. To the extent permitted by law, Link Labs disclaims all other warranties, express and implied.
13 Limitation of Liability
13.1 Link Labs’ liability to you under this Agreement is limited to the amount actually paid by you to Link Labs (or to its authorized reseller, as applicable) for the relevant Software. Neither you nor Link Labs will be liable for lost revenues or profits, downtime costs, loss or damage to data or indirect, special or consequential costs or damages. This provision does not limit either party's liability for any liability that may not be excluded or limited by applicable law.
14.1 This Agreement is effective until terminated or in the case of a limited-term license, upon expiration; however, your rights under this Agreement terminate if you fail to comply with it.
15.1 Assignment. You may not assign this Agreement without prior written consent of Link Labs. Unauthorized assignments will terminate the license to the Software provided hereunder. You may only transfer firmware if you transfer associated hardware.
15.2 U.S. Government. If the software is licensed to you for use in the performance of a U.S. Government prime contract or subcontract, you agree that, consistent with FAR 12.211 and 12.212, commercial computer software, computer software documentation and technical data for commercial items are licensed under Link Labs' standard commercial license.
15.3 Export. You agree to comply with the trade-related laws and regulations of the U.S. and other national governments. If you export, import or otherwise transfer products provided under this Agreement, you will be responsible for obtaining any required export or import authorizations.
15.4 Open Source. To the extent the Software includes components subject to open source licenses, such licenses shall control over this Agreement with respect to the particular open source component. Current open source licenses included in Link Labs Software can be found at: https://www.link-labs.com/open-source-software.
15.5 Governing Law. This Agreement will be governed by the laws of the state of Maryland, excluding rules as to choice and conflict of law. You and Link Labs agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.
15.6 Force Majeure. Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations.
15.7 Entire Agreement. This Agreement represents our entire understanding with respect to its subject matter and supersedes any previous communication or agreements that may exist. Modifications to the Agreement will be made only through a written amendment signed by both parties.