SOFTWARE LICENSE AGREEMENT
IMPORTANT: This Software License Agreement (hereinafter referred to as “SLA” or “Agreement”) is a writing agreement between you (an individual, company, or any other entity, hereinafter referred to as “you”) and Allied Security LLC. with its all subsidiaries (hereinafter referred to as “Allied” or “we”). PLEASE READ THIS SLA CAREFULLY. By downloading, installing or using all or any portion of the Software as defined below, you agree to accept all these terms and conditions herein. If you do not agree with this SLA, please do not download, install or use the Software and click the “disagree” button, if any and you shall immediately delete all copies of the Software. If the Software is embedded in Allied products and not allowed to remove, you could choose to return Allied products to Allied in accordance with Allied policy.
Intellectual Property Right(s) or IP Right(s) means copyright, trademark, patent, know-how, trade secret, mask works, including all applications and registrations thereto, and any other similar protected rights in any jurisdiction.
Allied Hardware means any hardware device that designed, produced, or manufactured by or for Allied, which may be embedded with the Software.
Software means any computer program(s) that created and written by or for Allied, including but not limited to firmware, client software, platform software and mobile application, which is either provided in a hard copy, or embedded in Allied Hardware, or available to be downloaded from Allied’s website, or in any other applicable form. For the avoidance of doubt, any upgrades updates and revisions are not subject to the definition of Software and will not be licensed under this SLA.
Trial Period means a designated period during which you may have a free but limited license to the Software for and only for internal evaluation purpose.
2. Grant of License
Subject to your compliance with the terms of this SLA, Allied grants to you a non-exclusive, non-transferable, limited license to use the Software, subject to this terms and other applicable rules, incorporated into this SLA. All licenses not expressly granted in this SLA are reserved and no other licenses, immunity or rights, express or implied are granted by Allied, by implication, estoppel, or otherwise. Notwithstanding of the foregoing, you acknowledge that you will have to obtain specific license from Allied and/or its authorized distributor for use of all or part of functions of the Software if the function is protected from unauthorized access.
3. Limitation; Restrictions
3.1 Except as expressly set out in this SLA or as permitted by any applicable law, you agree:
a) To maintain Allied’s copyright notice on all entire and partial copies; and
b) Not to duplicate or copy the Software except where such copying is incidental to normal use or where it is necessary for the purpose of back-up or operational security;
c) Not to sell, rent, lease, sub-license, loan or distribute all or portion of the Software.
d) Not to make alterations to, or modifications of, the whole or any part of the Software, or permit the Software or any part of it to be combined with, or become incorporated in, any other products or programs, unless otherwise expressly permitted by Allied;
e) Not to disassemble, decompile, reverse engineering or create derivative works based on the whole or any part of the Software, or attempt to do any such activities, except and only to the extent that such activity is expressly permitted by Allied or applicable law notwithstanding this limitation;
f) Not to provide or otherwise make available the Software in whole or in part (including object and source code) in any form to any person without our prior written.
3.2 You acknowledge that you have no right to:
a) Use the Software in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this SLA, or act fraudulently or maliciously, including not limit to hacking into or inserting malicious code, including viruses, or harmful data, into the Software;
b) Infringe Allied’s IP Right(s) or those of any third party in relation to your use of the Software;
c) Transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Software;
d) Use the Software in a way that could damage, disable, overburden, impair or compromise Allied’s system or security, or interfere with other users;
e) Collect or harvest any information or data from the Software; or
f) Use the Software for any illegal purpose.
3.3 IF APPLICABLE This provision of Section 3.3 will be applicable if you and Allied reach an agreement on testing and evaluation of the Software before you have access to full functions of the Software. And this provision will prevail in case of any conflicts with other provisions of this SLA. With Trial Period, you will be granted with a non-transferable, royalty free, limited license to use designated functions of the Software for and only for internal evaluation purpose. You also acknowledge that you have no access to the Software after the expiration or termination of Trial Period.
5 Intellectual Property
Except as expressly licensed to you under this SLA, Allied reserves all right, title and interest, including without limitation, all Intellectual Property Rights, in and to Allied Hardware and the Software.
6 Limited Warranty
6.1 Allied warrants that the Software will, when properly used and on an operating environment, for which it was designed, perform substantially in accordance with the functions as described in your version. Allied will use our reasonable endeavors to rectify the defect or fault if any defect or fault reported by users. The above warranty is in addition to your legal rights in relation to the use of the Software.
6.2 The Software might include open source software and/or others provided by the third party, therefore you have duty to comply with all related licensing terms applicable to the said software, and Allied has no warranty obligation.
6.3 You acknowledge that the Software has not been developed to meet your individual requirement and that it is therefore your responsibility to ensure that the facilities and functions of the Software meet your personal requirements.
6.4 The warranty does not apply if you breach any terms of this SLA. The Software is not warranted to be compatible with all environments. Allied is not responsible for the failure caused by combination with any other products not provided or combinations that may not be reasonably anticipated by Allied.
7. Limitation of Liability
7.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED “AS IS” AND “WITH ALL FAUAllied AND ERRORS”. Allied MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE USE OF THE SOFTWARE BY YOU IS AT YOUR OWN RISK. IN NO EVENT WILL Allied BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, INCLUDING, AMONG OTHERS, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA, CORRUPTION OF SYSTEMS, OR LOSS OF DOCUMENTATION, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, IN CONNECTION WITH THE USE OF THE SOFTWARE, EVEN IF Allied HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS.
7.2 YOU ACKNOWLEDGE THAT THE NATURE OF INTERNET PROVIDES FOR INHERENT SECURITY RISKS, AND Allied SHALL NOT TAKE ANY RESPONSIBILITIES FOR ABNORMAL OPERATION, PRIVACY LEAKAGE OR OTHER DAMAGES RESULTING FROM CYBER-ATTACK, HACKER ATTACK, VIRUS INSPECTION, OR OTHER INTERNET SECURITY RISKS; HOWEVER, Allied WILL PROVIDE TIMELY TECHNICAL SUPPORT IF REQUIRED.
7.3 YOU MAY ACEESS TO SERVICE AND CONTENT OF THIRD PARTY CONTAINED IN OR ACCESSED THROUGH THE SOFTWARE. Allied MAKE NO WARRANTY OF SUCH THIRD PARTY SERVICE AND CONTECT, INCLUDING WITHOUT LIMITATION, THE SAFETY, COPYRIGHT COMPLIANCE, LEGALITY, VALIDITY OR DECENCY. THEREFORE, Allied IS NOT RESPONSIBLE FOR THE ABOVE PROBLEMS, BUT WILL PROVIDE TIMELY TECHNICAL SUPPORT IF REQUIRED.
7.4 YOU AGREE TO USE THE SOFTWARE IN COMPLIANCE WITH ALL APPLICABLE LAWS, AND YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE CONFORMS TO THE APPLICABLE LAW. ESPECIALLY, YOU ARE RESPONSIBLE, FOR USING THE SOFTWARE IN A MANNER THAT DOES NOT INFRINGE ON THE RIGHTS OF THIRD PARTIES, INCLUDING WITHOUT LIMITATION, RIGHTS OF PUBLICITY, INTELLECTUAL PROPERTY RIGHTS, OR DATA PROTECTION AND OTHER PRIVACY RIGHTS. YOU SHALL NOT USE THE SOFTWARE FOR ANY PROHIBITED END-USES, INCLUDING THE DEVELOPMENT OR PRODUCTION OF WEAPONS OF MASS DESTRUCTION, THE DEVELOPMENT OR PRODUCTION OF CHEMICAL OR BIOLOGICAL WEAPONS, ANY ACTIVITIES IN THE CONTEXT RELATED TO ANY NUCLEAR EXPLOSIVE OR UNSAFE NUCLEAR FUEL-CYCLE, OR IN SUPPORT OF HUMAN RIGHTS ABUSES.
7.5 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL Allied’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE SOFTWARE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EXCEED THE FEES ACTUALLY PAID BY YOU TO Allied FOR THE SOFTWARE. THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. Allied DISCLAIMS ALL LIABILITY OF ANY KIND OF Allied’S LICENSORS AND SUPPLIERS.
8 Export Control
You must comply with any applicable import and export laws and regulations, economic sanctions, as well as the use and destinations restrictions which is applicable to the Software. Without prior approval or permission of competent authority, you may not export or re-export the Software, directly or indirectly, to any countries/regions that is subject to export restrictions. This section shall survive the termination of this Agreement.
Allied may terminate this SLA immediately with written notice if you violate any term or condition of this SLA. Upon termination of this SLA, i) all rights granted to you under this SLA shall cease immediately; ii) you shall immediately cease all activities authorized under this SLA, including without limitation, the use of any and all the Software, and delete or return to Allied all the Software of any copies thereof and related materials and certify to Allied that you have done so, at your own cost. This section and any other material provisions of this SLA shall survive any termination of this SLA.
If you wish to contact us in writing, or if any condition in this SLA requires you to give us notice in writing, please send us an email at firstname.lastname@example.org. We will confirm receipt of said email by contacting you by email.