THIS LICENSE AGREEMENT IS PROOF OF YOUR RIGHT TO USE THE ENCLOSED SOFTWARE. PLEASE READ IT CAREFULLY AND TREAT IT AS VALUABLE PROPERTY.
This Agreement is between you (either an individual or an entity) and Linksys ("OEM"). OEM is willing to grant you the following rights to use the enclosed software and its accompanying documentation (collectively, the Software) only if you agree to be bound by all of the terms of this Agreement. By opening the sealed media package or clicking on the "I accept" button below and/or using the Software, you agree to be bound by all the terms of this Agreement. If you do not agree to be bound by any of the terms of this Agreement, OEM is unwilling to grant you any rights to use the Software and you must not open the sealed media package or use the Software; instead you must promptly return the sealed media package and the Software for a full refund to OEM or to the authorized OEM distributor that provided you with the Software.
OWNERSHIP. The Software is and shall remain a proprietary product of OEM and OEM's suppliers. OEM and OEM's suppliers shall retain ownership of all patents, copyrights, trademarks, trade names, trade secrets and other proprietary rights relating to or residing in the Software. Except as provided in Section 2 ("Grant of License"), you shall have no right, title or interest in or to the Software. The Software is licensed, not sold, to you for use only under the terms of this Agreement. If you agree to be bound by all of the terms of this Agreement, you will only own the media on which the Software has been provided and not the Software itself.
GRANT OF LICENSE. OEM grants you a personal, non-exclusive, restricted right to use one copy of the Software in the country in which you acquired the Software for your own business purposes. If the accompanying documentation indicates that you have multiple licenses for the Software, then at any time you may have as many copies of the Software in use as you have licenses. The Software is "in use" on a computer when it is loaded into the temporary memory (i.e., RAM) or installed into the permanent memory (e.g., hard disk, CD-ROM, or other storage device) of that computer. You may either (i) make one copy of the Software solely for purposes of having a backup copy, provided that you reproduce on that copy all copyright notices and any other confidentiality or proprietary legends that are on the original copy of the Software, or (ii) transfer the Software to a single hard disk provided you keep the original solely as a backup copy. You understand that OEM may update the Software at any time and in doing so incurs no obligation to furnish such updates to you pursuant to this Agreement.
RESTRICTIONS. OEM reserves all rights in the Software not expressly granted to you. Except as permitted in Section 2 ("Grant of License"), you may not use, copy, modify, create derivative works of, distribute, sell, assign, pledge, sublicense, lease, loan, rent, timeshare, deliver or otherwise transfer the Software, nor permit any other party to do any of the foregoing. Except as expressly permitted by applicable law, you may not remove from the Software, or alter, any of the trademarks, trade names, logos, patent or copyright notices or other proprietary rights notices or markings, or add any other notices or markings to the Software. You may not derive or attempt to derive the source code of the Software by any means, nor permit any other party to derive or attempt to derive such source code. You may not reverse engineer, decompile, disassemble, or translate the Software or any part thereof.
ESSENTIAL SOFTWARE UPDATES. You agree to install and implement promptly any and all Software updates and upgrades supplied to you by OEM and deemed by OEM to be essential in order for the Software not to infringe the copyrights or other proprietary rights of third parties, and not to use the Software thereafter without such updates or upgrades.
LIMITED WARRANTY: OEM warrants that the media on which the Software is provided will be free from faulty workmanship and defective materials for a period of thirty (30) days (the "Media Warranty Period") from your date of receipt of the Software. This limited warranty is void if failure of the Software to conform with the warranty has resulted from improper installation, testing, misuse, neglect, accident, fire or other hazard, or any breach of this Agreement.
LIMITED REMEDIES: In the event of a breach of the foregoing limited warranty, you must return the Software to OEM or the OEM]authorized distributor that provided you with the Software, postage prepaid, before the expiration of the Media Warranty Period, with a copy of the invoice for the Software. OEM's and OEM's suppliers' sole and exclusive liability and your sole and exclusive remedy shall be, at OEM's sole discretion, either to (i) provide a replacement copy of the Software or (ii) refund the license fee you paid and terminate this Agreement. The replacement copy will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
NO OTHER WARRANTIES: OTHER THAN THE FOREGOING LIMITED WARRANTY, WHICH IS MADE SOLELY BY OEM AND NOT BY ANY OEM SUPPLIER, THE SOFTWARE IS BEING LICENSED TO YOU "AS IS," WITHOUT WARRANTY OR CONDITION OF ANY KIND. OEM AND OEM'S SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU, IN WHICH CASE THE DURATION OF ANY SUCH IMPLIED WARRANTIES IS LIMITED TO THIRTY (30) DAYS FROM THE DATE THE SOFTWARE IS RECEIVED BY YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER LEGAL RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.
LIMITATION OF LIABILITY: IN NO EVENT, INCLUDING WITHOUT LIMITATION ANY BREACH OF A FUNDAMENTAL TERM OR A FUNDAMENTAL BREACHOF THIS AGREEMENT, SHALL OEM'S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE SOFTWARE, REGARDLESS OF THE FORM OF THE ACTION GIVING RISE TO SUCH LIABILITY (WHETHER IN CONTRACT, TORT OR OTHERWISE), EXCEED THE LICENSE FEES PAID BY YOU TO OEM UNDER THIS AGREEMENT. NO OEM SUPPLIER SHALL HAVE ANY LIABILITY WHATSOEVER UNDER THIS AGREEMENT. IN NO EVENT, INCLUDING WITHOUT LIMITATION ANY BREACH OF A FUNDAMENTAL TERM OR A FUNDAMENTAL BREACH OF THIS AGREEMENT, SHALL OEM OR OEM'S SUPPLIERS BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS), EVEN IF OEM OR SUCH SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. OEM SHALL NOT BE LIABLE FOR ANY CLAIMS OF THIRD PARTIES RELATING TO THE SOFTWARE. THE LIMITED WARRANTY, LIMITED REMEDIES AND LIMITED LIABILITY PROVISIONS CONTAINED IN THIS AGREEMENT ARE FUNDAMENTAL PARTS OF THE BASIS OF OEM'S BARGAIN HEREUNDER, AND OEM WOULD NOT BE ABLE TO PROVIDE THE SOFTWARE TO YOU ABSENT SUCH LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU, IN WHICH CASE THE DURATION OF ANY SUCH LIMITATION OR EXCLUSION OF LIABILITY IS LIMITED TO THIRTY (30) DAYS FROM THE DATE THE SOFTWARE IS RECEIVED BY YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER LEGAL RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.
TERMINATION: You may terminate this Agreement at any time. This Agreement shall terminate automatically upon your breach of any term of this Agreement. Upon termination, you shall destroy the Software and the backup copy, if any, you made pursuant to the Agreement.
GOVERNMENT END USERS: The Software is comprised of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212 (SEPT 1995) and is provided to the Government (i) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (ii) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227-7202-1 (JUN 1995) and 227.7202-3 (JUN 1995).
EXPORT CONTROL: Since this Software is subject to the export control laws of the United States, you may not export or re-export the Software without the appropriate United States and foreign government licenses. You shall otherwise comply with all applicable export control laws and shall defend, indemnify and hold OEM and all OEM's suppliers harmless from any claims arising out of your violation of such export control laws.
GENERAL: This Agreement shall for all purposes be governed by and interpreted in accordance with the laws of the State of California, USA as those laws are applied to contracts entered into and to be performed entirely in California by California residents. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable for any reason, the remaining provisions hereof shall be unaffected and remain in full force and effect. This Agreement is the final, complete and exclusive agreement between the parties relating to the subject matter hereof, and supersedes all prior or contemporaneous understandings and agreements relating to such subject matter, whether oral or written.
