Installation Instructions

Software Agreement
ASSA ABLOY Electronic Security Hardware
SOFTWARE LICENSE AGREEMENT
AND WARRANTY STATEMENT
NOTICE: PLEASE READ THIS DOCUMENT CAREFULLY. This
Software License Agreement (“AGREEMENT”) defines and
governs use of ASSA ABLOY Electronic Security Hardware
Software and includes WARRANTY DISCLAIMERS. Your
acceptance of this AGREEMENT is an acknowledgement,
representation and warranty that you have the full right and
authority to enter into, execute, and perform obligations
under this AGREEMENT, or that you have the authority to
enter into and execute this AGREEMENT as an Authorized
Representative of a business entity or corporate entity
and to bind that business entity or corporate entity to
perform obligations under this AGREEMENT by your
acceptance, acknowledgment and representation.
TERMS AND CONDITIONS
1. DEFINITIONS.
• “Authorized Representative” refers to any person duly
authorized by a business entity or corporate entity (i.e. a
“legal entity”) to enter into this AGREEMENT and to bind
the legal entity to the terms and conditions herein.
• “Recipient” refers to any individual or legal entity,
entering into and executing this AGREEMENT for purposes
of use of ASSA ABLOY Electronic Security Hardware
Software, where “use” is as defined by this AGREEMENT.
• “Documentation” refers to any related explanatory
written materials or files including, without limitation,
any end-user manual, specifications or other written
materials provided to Recipient for the Software.
• “Facility” refers to any facility where ASSA ABLOY
Electronic Security Hardware Equipment is located and/
or where the Software is installed or used under control
of Recipient in conjunction with such Equipment.
• “Software” refers to all the contents of files provided
to Recipient by electronic download, on physical media
(including EEPROM or ROM chips etc.) and/or any other
method of distribution, disk(s), CD-ROM(s), DVD-
ROM(s), or other media with which this AGREEMENT is
provided, including, without limitation, fonts, graphics,
user-interfaces, Upgrades, updates, additions to, and
any copies of the foregoing, provided to Recipient
by ASSA ABLOY Electronic Security Hardware
• “Upgrades” refers to new versions, updates, and
revisions of the Software provided to Recipient
by ASSA ABLOY Electronic Security Hardware
• “Use” refers to actions taken exclusively by Recipient
to copy for backup purposes, download, install,
access, and to enjoy and benefit from features
and functionality of the Software, subject to all
restrictions set forth in this Agreement.
2. LICENSE AND RESTRICTIONS.
• Grant of Rights. ASSA ABLOY Electronic Security Hardware
hereby grants Recipient a non-exclusive license to have
one (1) copy of the Software in Recipient’s possession
and control at one (1) facility of Recipient. Recipient
may install the Software and may access the Software
by concurrent users over a network connection in
accordance with the Documentation. Recipient may
also make one (1) additional copy for backup or archival
purposes at one (1) Recipient facility which may be a
different Recipient facility from where the other Software
copy is installed and used. Recipient may also Upgrade
the Software subject to Upgrades that may be provided
from time-to-time by ASSA ABLOY Electronic Security
Hardware at its sole discretion. The Software, subsequent
to any Upgrade, shall be subject to the same terms,
conditions and restrictions as provided herein, and shall
also be subject to any other applicable modifications or
amendments to this AGREEMENT that may accompany
the Upgrade as provided for herein. Recipient shall
comply with all restrictions set forth in this AGREEMENT.
• Reservation of Rights. Copies of the Software created
or transferred pursuant to this Agreement are licensed,
not sold, and Recipient receives no title to, or ownership
of, any copy or of the Software itself. The Software is
protected by copyright laws, and by international treaty
provisions, and includes trade secrets of ASSA ABLOY
Electronic Security Hardware, and Recipient shall not
disclose it to any third party except to the extent required
by law. Furthermore, Recipient receives no intellectual
property rights or any other rights to the Software
other than those specifically granted in Section 2(a).
Any rights not expressly granted in Section 2(a) are
reserved by ASSA ABLOY Electronic Security Hardware
• Restrictions. Without limiting the generality of the
foregoing, Recipient shall not: (i) modify, create derivative
works from, distribute, publicly display, publicly perform,
or sublicense the Software; (ii) use the Software for
service bureau or time-sharing purposes or in any other
way allow third parties to exploit the Software; or (iii)
reverse engineer, decompile, disassemble, or otherwise
attempt to derive any of the Software’s source code.
• No Distribution, No Modification, No Derivative
Works. Recipient shall not network, rent, lend, loan,
distribute or create derivative works based upon the
Software in whole or in part; or electronically transmit
the Software from one computer to another or over a
network. Recipient shall not modify, adapt, translate
or create derivative works based upon the Software.
• No Reverse Engineering. Recipient shall not engage in,
or induce a third party to engage in, reverse engineering
of the Software. “Reverse Engineering” means i) the
disassembly, decompilation, decryption, simulation,
debugging or code tracing of microcode; and/or ii) the
disassembly, decompilation, decryption, simulation,
debugging or coded tracing of object code or executable
code, specifically including, but not limited to, any
ASSA ABLOY Electronic Security Hardware supplied or
developed libraries or microcode. Regarding any of ASSA
ABLOY Electronic Security Hardware’s software and/or
firmware “Reverse Engineering” shall also mean iii) the
act of producing computer program “source code” that,
when compiled, will generate computer programs that
provide the same, or similar functions as the Software,
by means of translating the object code, which may be
provided by ASSA ABLOY Electronic Security Hardware
under this Agreement, (including object code in ROM
memory chips as well as object code provided on
computer-readable magnetic media or object code
provided by downloading, from the computer binary
instructions into equivalent programming language
instructions, in assembly language or other computer
programming language). This term is also intended to
include the development of software that incorporates
the methods, techniques, styles and approaches of
the Software, while performing similar functions.
• No Exportation. Recipient shall not ship, transfer or
export the Software into any country or use the Software
in any manner prohibited by the United States Export
Administration Act or any other export laws, restrictions
or regulations (collectively the “Export Laws”). In
addition, if the Software is identified as export controlled
items under the Export Laws, you represent and warrant
that you are not a citizen, or otherwise located within,
an embargoed nation (including without limitation Iran,
Syria, Sudan, Cuba, and North Korea) and that you are
not otherwise prohibited under the Export Laws from
receiving the Software. All rights to use the Software
are granted on condition that such rights are forfeited
if you fail to comply with the terms of this agreement.
• Assignment & Successors. The rights and obligations
under this AGREEMENT may not be assigned, without
the express prior written consent of all the Parties,
provided, however, consent to assignment of the
rights and obligations hereunder as part of the
sale of a Recipient’s entire business relevant to this
AGREEMENT shall not be required. Furthermore, either
party may assign this AGREEMENT to the surviving
party in a merger of that party into another entity.
Except to the extent forbidden above, this AGREEMENT
will be binding upon and inure to the benefit of the
respective successors and assigns of the parties.
• Third Party Interoperability. The Software may
interoperate with and allow you to use software
applications, information and data not developed or
offered by ASSA ABLOY Electronic Security Hardware
(“Third Party Information”). Your use of any Third Party
Information is governed by the terms and conditions
made available to you by the party from whom you
obtained such information. Unless otherwise agreed by
ASSA ABLOY Electronic Security Hardware in writing,
Third Party Information is not the responsibility of ASSA
ABLOY Electronic Security Hardware YOUR USE OF THIRD
PARTY INFORMATION IS AT YOUR OWN RISK. ASSA ABLOY
Electronic Security Hardware MAKES NO WARRANTIES,
CONDITIONS, INDEMNITIES, REPRESENTATIONS OR
TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE,
COMMON LAW, CUSTOM, USAGE OR OTHERWISE
AS TO ANY MATTERS, INCLUDING BUT NOT LIMITED
TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS,
TITLE, INTEGRATION, INTEROPERABILITY, ACCURACY,
SECURITY, AVAILABILITY, SATISFACTORY QUALITY,
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE WITH RESPECT TO THIRD PARTY INFORMATION.
• Notices. Recipient shall not remove or alter
any copyright, trademark or other proprietary
notice that appears on or in the Software.
• Software License Compliance Audit. ASSA ABLOY
Electronic Security Hardware may audit Recipient’s
use of the Software on thirty (30) days’ advanced
written notice. Recipient agrees to cooperate with
the audit, including by providing access to any books,
computers, records, or other information that relate
or may relate to use of the Software. Such audit will
not unreasonably interfere with Recipient’s business
activities. In the event that an audit reveals unauthorized
use of the Software, Recipient shall reimburse ASSA
ABLOY Electronic Security Hardware for the reasonable
cost of the audit, in addition to such other rights and
remedies as ASSA ABLOY Electronic Security Hardware
may have. ASSA ABLOY Electronic Security Hardware
will not conduct an audit more than once per year.
• Trademarks. No rights whatsoever to use any
trademarks, registered or unregistered, are
granted by any provision of this AGREEMENT.
3. UPGRADES.
• Upgrades. ASSA ABLOY Electronic Security Hardware
may provide Recipient with copies of Upgrades without
additional charge, from time-to-time. Upon delivery to
Recipient, Upgrades will become part of the Software
and will be subject to all provisions of this AGREEMENT.
• Upgrades and Software License Agreement
Terms. ASSA ABLOY Electronic Security Hardware
may require additional terms that are additional
to this AGREEMENT or that modify or amend this
AGREEMENT upon Recipient’s installation and use
of Upgrades. Any such additional terms, modified or
amended terms will require Recipient’s execution of a
new Agreement which will subsequently replace and
supersede this AGREEMENT. Recipient may reject such
additional terms, modified or amended terms by not
downloading or installing the associated Upgrade(s).
• Reservations regarding Upgrades. ASSA ABLOY
Electronic Security Hardware may cease providing
Upgrades at any time and/or may cease providing
Upgrades without additional charge and may require
an additional charge for Upgrades at any point in
time without notice. Recipient will be informed of
any such additional charges at the time of requesting
such Upgrades. Upgrades may be requested by
downloading or by requesting other forms of delivery.
4. DISCLAIMER OF WARRANTIES.
• “AS-IS” SOFTWARE. THE SOFTWARE (AS DEFINED
IN THIS AGREEMENT) IS PROVIDED ON AN “AS IS”,
“AS AVAILABLE” BASIS AND WITH ALL FAULTS.
• WARRANTY DISCLAIMERS, NO WARRANTY. ASSA
ABLOY Electronic Security Hardware MAKES NO
WARRANTIES, EITHER EXPRESS OR IMPLIED, WHETHER
BY STATUTE, COMMON LAW, CUSTOM, USAGE OR
OTHERWISE, INCLUDING WITHOUT LIMITATION ANY
IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. ASSA ABLOY
Electronic Security Hardware MAKES NO WARRANTIES,
CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS
OR IMPLIED WHETHER BY STATUTE, COMMON LAW,
CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER
INCLUDING WITHOUT LIMITATION PERFORMANCE,
RESULTS, NONINFRINGEMENT OF ANY PARTY’S RIGHTS,
MERCHANTABILITY, INTEGRATION, SATISFACTORY
QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.
• ASSA ABLOY Electronic Security Hardware
POWER PROVIDES NO TECHNICAL SUPPORT
OR REMEDIES FOR THE SOFTWARE.
• ASSA ABLOY Electronic Security Hardware does not
warrant that the Software will perform without error
or that it will run without immaterial interruption.
ASSA ABLOY Electronic Security Hardware provides
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