End-User License Agreement (updated February 23, 2015)
1. License Grant; License Restrictions. Legrand North America, Inc. ("LNA") provides the computer software program and user manual(s) or help files contained therein, and any modifications, updates, revisions, or enhancements thereto received by you from LNA (the "Software"), and licenses its use solely pursuant to the terms stated below:
a. You are granted a non-transferable, non-sublicensable, limited license to use the Software under the terms stated in this Agreement solely for your personal use in your business or profession and solely in connection with the use of the device with which the Software was shipped or from which you were directed to download and install the Software (the "Device"). Title and ownership of the Software and of the copyright in the Software remains with LNA;
b. The Software may be used by you solely in connection with the Device, which you own or use and for which the Software is designed to operate;
c. You may not make copies, translations, or modifications of or to the Software. You may not alter, obscure, or remove the copyright notice on any copy of the Software;
d. You may not assign, sell, distribute, lease, rent, sublicense, or transfer the Software or this license or disclose the Software to any other person, nor may you use the Software in a manner that disrupts the operation of any associated services or otherwise in a manner that was intended (for example, by sending mass e-mails or text messages through the Software). You may not reverse-engineer, disassemble, or decompile the Software or otherwise attempt to discover the source code or structural framework of the Software; and
e. This Agreement and the license granted hereunder automatically terminates if you fail to comply with any provision of this Agreement. You agree upon termination to destroy the Software, together with all copies, modifications, and merged portions in any form, including any copy in your computer memory or on a hard disk.
2. Limited Warranty. The Software is provided "AS IS" and with all faults. NO WARRANTIES ARE EXPRESSED AND NONE SHALL BE IMPLIED. LNA SPECIFICALLY EXCLUDES ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. LNA DOES NOT WARRANT THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.
3. Limitations of Liability.
a. LNA IS NOT AN INSURER. THE AMOUNTS LNA CHARGES YOU ARE NOT INSURANCE PREMIUMS. SUCH CHARGES ARE BASED UPON THE VALUE OF THE SOFTWARE, SERVICES, SYSTEM AND EQUIPMENT LNA PROVIDES AND ARE UNRELATED TO THE VALUE OF YOUR PROPERTY OR RISK OF LOSS. YOU AGREE TO LOOK EXCLUSIVELY TO YOUR INSURER AND NOT TO LNA TO PAY YOU IN THE EVENT OF ANY LOSS, DAMAGE OR INJURY.
b. LNA'S SOFTWARE, SERVICES, SYSTEMS AND EQUIPMENT DO NOT CAUSE AND CANNOT ELIMINATE OCCURRENCES OF THE EVENTS THEY ARE INTENDED TO DETECT OR AVERT. LNA MAKES NO GUARANTY OR WARRANTY THAT THE SOFTWARE, SERVICES, SYSTEM OR EQUIPMENT SUPPLIED WILL DETECT OR AVERT SUCH EVENTS OR THE CONSEQUENCES THEREFROM.
c. IN NO EVENT WILL LNA'S LIABILITY FOR ACTUAL DIRECT DAMAGES ARISING OUT OF THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SOFTWARE EXCEED $500. IN NO EVENT WILL LNA BE LIABLE FOR ANY LOST PROFITS, SALES, BUSINESS, DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OF THE SOFTWARE OR OTHERWISE ARISING FROM THIS AGREEMENT, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. The parties agree that the above limits represent a reasonable allocation of risk.
4. Governing Law; Exclusive Jurisdiction. This Agreement is governed by the laws of the Commonwealth of Pennsylvania. You agree that the federal or state courts sitting in the Commonwealth of Pennsylvania, shall be the exclusive courts of jurisdiction and venue for any litigation, special proceeding or other proceeding as between the parties that may be brought, or arise out of, or in connection with, or by reason of this Agreement. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed.
5. Nondisclosure. You shall not disclose or use any Confidential Information except as expressly permitted under this Agreement. You shall hold all Confidential Information in confidence during the term of this Agreement and for a period of three (3) years after the termination of this Agreement. You shall take all reasonable steps to ensure that Confidential Information is not disclosed or distributed to third parties who are not subject in writing to the confidentiality obligations of this Section. "Confidential Information" shall mean this Agreement, all Software, data, drawings, benchmark tests, specifications, trade secrets, object code and source code of the Software, and any other proprietary information supplied to you by LNA, including all items defined as "confidential information" by LNA.
6. Assignment. You may not assign or sublicense any of your rights or delegate any of your obligations under this Agreement without the prior written consent of LNA. Any such assignment or sublicense shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
7. Notice. All notices required to be sent hereunder shall be in writing and shall be deemed to have been given when mailed by first class mail to the address listed below.
8. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force.
9. Waiver. The waiver by either party of a breach of any provision of this Agreement or the failure by either party to exercise any right hereunder shall not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right.
10. Export Administration. You agree to comply fully with all relevant export laws and regulations of the United States ("Export Laws") to assure that neither the Software nor any direct product thereof is (1) exported, directly or indirectly, in violation of Export Laws; or (2) are used for any purposes prohibited by the Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation.
11. Entire Agreement. This Agreement shall constitute the complete agreement between the parties and supersede all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each party; no other act, document, usage or custom shall be deemed to amend or modify this Agreement.
12. Survival. The provisions of Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 and 12 shall survive the termination of this Agreement.
Copyright © 2014 LNA, Inc. All rights reserved.
This documentation and the corresponding Software are the property of LNA and are licensed to the user under the terms of the Software License Agreement. Unauthorized use or copying of the software, documentation, or any other associated materials is a violation of state and federal laws. These materials must be returned to LNA if so demanded.
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Middletown, PA 17057