Software End User License Agreement
SOFTWARE LICENSE AGREEMENT
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE OR ANY ACCOMPANYING DOCUMENTATION (COLLECTIVELY, THE “SOFTWARE”).
THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) GOVERN YOUR USE OF THE SOFTWARE UNLESS YOU AND SUPREMA INC (“COMPANY”) HAVE EXECUTED A SEPARATE AGREEMENT GOVERNING THE USE OF THE SOFTWARE.
Company is willing to license the Software to you only upon the condition that you accept all the terms contained in this Agreement. By clicking “I accept the agreement” or by installing or using the Software, you indicate that you understand this Agreement and agree to be bound by all of its terms. If you are accepting the terms of this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the terms of this Agreement, and, in such event, “you” and “your” will refer to that company or other legal entity. If you do not accept all the terms of this Agreement, Company is unwilling to license the Software to you, you must click “I do not accept the agreement” or otherwise may not install or use the Software, and you must ask your local authorized distributor (“Local Distributor”) for a full refund of the license fee paid (if any) within 30 days after the date of purchase. If you click “I accept the agreement” or otherwise install or use the Software, any license fee paid will not be refundable.
1. Grant of License. Conditioned upon your compliance with the terms and conditions of this Agreement, Company grants you a non-exclusive, non-transferable, revocable license to Execute (as defined herein) one copy of the Software on a computer (“Computer”) in connection with your compatible hardware products (“Hardware Product”), solely for your internal business purposes. Company reserves all rights in the Software not expressly granted to you in this Agreement. For purposes of this Agreement, “Execute” and “Execution” means to load, install, and run the Software in order to benefit from its functionality as designed by Company.
2. Restrictions. Without prior written approval from Company, you may not: (a) copy (except in the course of loading or installing) or modify the Software, including but not limited to adding new features or otherwise making adaptations that alter the functioning of the Software; (b) transfer, sublicense, lease, lend, rent or otherwise distribute the Software to any third party; (c) make the functionality of the Software available to multiple users through any means, including but not limited to by uploading the Software to a network or file-sharing service or through any hosting, application services provider, service bureau, software-as-a-service (SaaS) or any other type of services; or (d) disassemble, decompile or reverse engineer the Software, in whole or in part, or permit or authorize a third party to do so, except to the extent such a restriction is unenforceable by law.
3. Open Source. You acknowledge that the Software may include Open Source Software (“OSS”) that is subject to OSS licenses of third parties. Nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for the OSS. After completion of the installation, please click “HELP” link that points to the page including the OSS list and the terms and conditions thereof. Any listed OSS is listed only for your convenience and solely for information purposes, and, if licensed, is licensed to you only under the terms set forth in the corresponding Open Source License.
4. Ownership. The Software is licensed, not sold. Company retains ownership of all proprietary rights in the Software, including all intellectual property rights therein. The Software is protected by copyright and other intellectual property laws and international treaties. You will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices or markings appearing on the Software as delivered to you.
5. Data Collection and Privacy. For the purpose of initial validation of the license, the Software connects to the internet to contact the Software licensing servers. During the validation process, the Software reads MAC address of your Computer and Company stores this data in the Software licensing server. By installing and using the Software, you agree that MAC address of your Computer can be processed when required for licensing purposes. The Software may include features that enable it to process certain personal data such as user names, contact information and biometric data of binary fingerprint/facial templates, facial images, and log data. (“Personal Data”).
YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR: (I) USE OF THE SOFTWARE, INCLUDING ENSURING THE SECURITY OF YOUR COMPUTER AND HARDWARE PRODUCT SO THEY ARE SAFE FROM UNAUTHORIZED ACCESS; (II) USE OF THE SOFTWARE IN COMPLIANCE WITH ALL APPLICABLE LAWS; AND (III) PROVIDING ADEQUATE NOTICE AND OBTAINING AND MAINTAINING VALID CONSENTS FROM ALL OF YOUR (AS A SITE ADMIN) END USERS, AS MAY BE NECESSARY UNDER APPLICABLE LAW TO PROCESS THEIR PERSONAL DATA USING THE SOFTWARE FOR YOUR INTENDED PURPOSES.
6. Term. The license granted under this Agreement remains in effect indefinitely, unless earlier terminated in accordance with this Agreement. You may terminate the license at any time by destroying the Software in your possession or control. The license granted under this Agreement will automatically terminate, with or without notice from Company, if you breach any term of this Agreement. Upon termination, you must immediately cease using the Software and destroy the Software in your possession or control. Either party’s rights and obligations under this Agreement that by their nature are intended to survive termination of this Agreement shall do so.
7. Limited Warranty. Company warrants that, for one (1) year following the date of purchase, the Software will be free from material defects in materials and workmanship, and will perform in all material respects in accordance with any accompanying documentation. As your sole and exclusive remedy and Company’s entire liability for any breach of this limited warranty, Company will at its option and expense promptly correct or replace the Software so that it conforms to this limited warranty. Company does not warrant that the Software will meet your requirements, that the Software will operate in the combinations that you may select for Execution, that the operation of the Software will be error-free or uninterrupted, or that all Software errors will be corrected. The warranty set forth in this Section 7 does not apply to the extent that Company provides you with the Software free of charge. This warranty is VOID if failure of the Software is due to accident, negligence, abuse, improper installation or misuse of the Software.
8. DISCLAIMER. THE SOFTWARE IS PROVIDED “AS IS.” THE LIMITED WARRANTY SET FORTH IN SECTION 7 IS IN LIEU OF AND COMPANY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COMPANY OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.
THE SOFTWARE MAY COLLECT PERSONAL DATA OF YOUR COMPANY’S EMPLOYEES WITHIN YOUR HARDWARE. THESE PERSONAL DATA IS NOT COLLECTED OR STORED BY COMPANY, AND IT SHALL BE YOUR SOLE RESPONSIBILITY TO PROCESS THESE INFORMATION IN ACCORDANCE WITH THE LAWS OF YOUR JURISDICTION.
9. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, COMPANY’S TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO ANY REFUND THE LOCAL DISTRIBUTOR MAY PROVIDE TO YOU IN REGARDS TO THE DIRECT DAMAGES UP TO THE AMOUNT PAID BY YOU TO THE LOCAL DISTRIBUTOR FOR THE SOFTWARE.
IN NO EVENT WILL COMPANY BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, LOSS OF BUSINESS PROFITS OR ANY OTHER PECUNIARY LOSS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE EXECUTION OF OR INABILITY TO EXECUTE THE SOFTWARE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
10. Refund Policy. Your Local Distributor has the obligation and responsibility to refund the license fee paid (if any) and the fee will be refundable in accordance with the refund policy of your Local Distributor. If you are unwilling to install or use the Software, you must click “I do not accept” or otherwise may not install or use the Software and you must ask your Local Distributor for a full refund of the fee within 30 days after the date of purchase. Once you click “I Accept” and enter the serial number of the Software, it will be deemed to have been used, and thus, you will not, under any circumstances, be entitled to any license fee paid.
11. Indemnities. You shall indemnify, defend and hold Company and its affiliates and subsidiaries harmless from and against any and all claims, including, but not limited to, the claim in relation to: (a) your infringement of any intellectual property, privacy or other rights of any third party; (b) injury to or death of any person(s) or damage to or loss of property; (c) your breach of any term in this Agreement; and/or (d) your violation of applicable law. In such a case, Company will provide you with written notice of such claim, suit or action.
12. Export Law. You agree to comply fully with all export or import controls imposed by the country of origin, destination or use, including regulations under such laws. You agree not to export or re-export (directly or indirectly) to ensure that neither the Software nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.
13. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Republic of Korea, without regard to or application of conflict of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply.
14. Arbitration. In the event of any dispute controversy or claim arising out of, or in connection with, or relating to this Agreement, or the breach, termination or invalidity of this Agreement, all attempts shall be made to solve it through mutual consultation in a spirit of confidence and integrity. If all attempts so made through mutual consultations have proved to be of no help within a reasonable time, arbitration rather than legal proceedings shall solve it. The matter shall be finally settled by arbitration in Seoul, Korea in accordance with the Domestic(International) Arbitration Rules of the Korean Commercial Arbitration Board and under the Law of Korea.
15. General. You may not assign or transfer this Agreement or any rights granted hereunder, by operation of law or otherwise, without Company’s prior written consent, and any attempt by you to do so, without such consent, will be void. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. All notices or approvals required or permitted under this Agreement will be in writing and delivered by electronic mail, confirmed facsimile transmission, by overnight delivery service, or by certified mail, and in each instance will be deemed given upon receipt. All notices or approvals will be sent to the addresses set forth in the applicable ordering document or invoice or to such other address as may be specified by either party to the other in accordance with this section. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible, and the other provisions will remain in full force and effect. This Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings or communications between the parties, oral or written, regarding its subject matter, unless you and Company have executed a separate agreement. Any terms or conditions contained in your purchase order or other ordering document that are inconsistent with or in addition to the terms and conditions of this Agreement are hereby rejected by Company and will be deemed null.
16. Contact Information. If you have any questions regarding this Agreement, please visit https://www.supremainc.com/en/support