END USER SOFTWARE LICENSE AGREEMENT
THIS LICENSE GOVERNS YOUR USE OF THE ACCOMPANYING SOFTWARE AND DOCUMENTATION (“SOFTWARE”). BY DOWNLOADING, INSTALLING, COPYING, ACCESSING, CLICKING ON AN “ACCEPT” BUTTON, OR OTHERWISE USING THE PROGRAM OR USING ALL OR ANY PART OF THE SOFTWARE, YOU (“YOU” OR “LICENSEE”), ON BEHALF OF ITSELF AND ITS ASSIGNEES AND SUCCESSORS IN TITLE, AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ANY OF THE FOLLOWING THE TERMS OF THIS AGREEMENT, PLEASE DO NOT USE THE SOFTWARE.
1. LICENSE: Quanta Could Technology Inc. (QCT) hereby grants You a license under its copyrights
(i) if the Software is provided to you as a separate binary file for remotely managing the QCT Hardware, to copy the Software in binary form onto your computers for your internal evaluation of an QCT hardware-based server board, system or accessory (the “QCT Hardware”) for which such Software has been provided;
(ii) if the Software is pre-loaded onto the QCT Hardware, to use the Software only in connection with such QCT Hardware for evaluation purposes only, and
(iii) if the Software is in original or modified human readable text files (.txt), to modify the Software as necessary.
(a) You may not disclose, distribute or transfer any part of the Software except as provided in this Agreement, and you agree to prevent unauthorized copying of the Software.
(b) You may not reverse engineer, decompile, or disassemble the Software.
(c) You may not sublicense the Software.
(d) The Software may contain the software and other property of third party suppliers, some of which may be identified in, and licensed in accordance with, an enclosed license.txt file or other text or file.
(e) QCT has no obligation to provide any support or technical assistance for the Software.
2. THIRD PARTY LICENSES: The Software may contain the software and other property of third party suppliers, some of which may be identified in, and licensed in accordance with, an enclosed “Software License Agreement (“SLA”)” file or other similarly-named text or file. In addition, the Software may contain open source software, and each open source software component is made available solely under the terms of the applicable license under which it is made available. In the event of any conflict between the terms of an applicable open source license and SLA, the appropriate open source license will be the only legal obligations and rights associated with the applicable open source software.
3. OWNERSHIP OF SOFTWARE AND COPYRIGHTS: Title to all copies of the Software remains with QCT or its licensors. The Software is copyrighted and protected by the laws of the United States and other countries, and international treaty provisions. You may not remove any copyright notices from the Software. QCT may make changes to the Software, or to items referenced therein, at any time without notice, but is not obligated to support or update the Software. Except as otherwise expressly provided above, QCT grants no express or implied right under QCT patents, copyrights, trademarks, or other QCT intellectual property rights. You may transfer the Software only if the recipient agrees to be fully bound by these terms and if you retain no copies of the Software. Transfer of the license terminates your right to use the Software.
4. DISCLAIMER OF WARRANTY: THE SOFTWARE IS PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, QCT DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. LIMITATION OF LIABILITY: NEITHER QCT NOR ITS LICENSORS SHALL BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, NOR FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF QCT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5. AUDIT: QCT reserves the right to conduct or have conducted audits to verify Your compliance with this Agreement.
6. LICENSE TO USE COMMENTS AND SUGGESTIONS: This Agreement does NOT obligate You to provide QCT with comments or suggestions regarding the Software. However, should You provide QCT with comments or suggestions for the modification, correction, improvement or enhancement of
(a) the Software or
(b) QCT products or processes which work with the Software, you hereby grant to QCT a non-exclusive, worldwide, royalty-free license, with the right to sublicense QCT’s licensees and customers, under your QCT intellectual property rights, the rights to use and disclose such comments and suggestions in any manner QCT chooses and to display, perform, copy, make, have made, use, sell, and otherwise dispose of QCT’s and its sublicenses’ products embodying such comments and suggestions in any manner and via any media QCT chooses, without reference to the source.
7. TERMINATION OF THIS LICENSE: QCT may terminate this license at any time if You are in breach of any of its terms or conditions. Upon termination, You will immediately destroy the Software or return all copies of the Software to QCT along with any copies You have made.
8. CAPACITY AND AUTHORITY TO CONTRACT: You represent that you are of the legal age of majority in your state, province jurisdiction of residence and, if applicable, you are duly authorized by your employer to enter into this contract.
9. ENTIRE AGREEMENT: This Agreement is intended to be the entire agreement between You and QCT with respect to matters contained herein, and supersedes all prior or contemporaneous agreements and negotiations with respect to those matters. No waiver of any breach or default shall constitute a waiver of any subsequent breach or default. If any provision of this Agreement is determined by a court to be unenforceable, You and QCT will deem the provision to be modified to the extent necessary to allow it to be enforced to the extent permitted by law, or if it cannot be modified, the provision will be severed and deleted from this Agreement, and the remainder of the Agreement will continue in effect.
10. APPLICABLE LAWS: This Agreement shall be governed by and construed in accordance with the laws of the State of California, US. If You use this site from outside United State, You are entirely responsible for compliance with applicable local laws, including but not limited to the export and import laws of other countries.
(i) If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement remain in full force and effect.
(ii) Neither You nor QCT is responsible for failure to fulfill any obligations due to causes beyond its control.
(iii) You authorize QCT and its affiliates (and their successors and assigns, contractors and QCT Business Partners) to store and use Your business contact information wherever they do business, in connection with QCT products and services, or in furtherance of QCT’s business relationship with You.