END USER LICENSE AGREEMENT
IMPORTANT - READ CAREFULLY
This End-User License Agreement ("EULA") is
between You (either an individual, a legal entity or any affiliated companies or
other entities) and Luculent Systems, LLC, ("Luculent Systems"). The EULA authorizes
You to use the Licensed Software, specified in Clause 1 below, under the terms
and conditions set forth below. Read this EULA carefully before installing or using
the Licensed Software. By installing, copying, and/or using the Licensed Software,
You acknowledge that You:
- have read and understood the EULA as well as each of the third party licenses,
Open Source Software licenses and additional terms set forth in the
Additional Terms Addendum below ("Additional Terms").
- agree to be bound by all of the terms and conditions for this EULA and such Additional
You further agree that if Luculent Systems or any licensor of Luculent Systems
is required to engage in any proceeding, legal or otherwise, to enforce their rights
under this EULA, Luculent Systems and/or its licensor shall be entitled to recover from You,
in addition to any other sums due, reasonable attorney's fees, costs and disbursements.
If You do not agree to all of the terms and conditions of this EULA, Luculent Systems is
unwilling to license the Licensed Software to you. In such an event, you should not install
the Licensed Software and promptly contact Luculent Systems for instructions on return of
the Licensed Software.
This EULA governs any Updates, releases, revisions, or enhancements to the
1. LICENSED SOFTWARE
As used in this EULA, the term "Licensed Software"
- the software offered by Luculent Systems under the product name
"Alternative A2DP Driver" in any release and
- any related electronic or written documentation for the Licensed Software.
2. INTELLECTUAL PROPERTY RIGHTS NOTICE
The Licensed Software and all
rights, without limitation including proprietary rights therein, are owned by
Luculent Systems, their licensors or affiliates and are protected by international treaty
provisions and all applicable national laws. The structure, organization, and
code of the Licensed Software are the valuable trade secrets and confidential
information of Luculent Systems, their licensors or affiliates. Except as expressly and
unambiguously provided herein, You do not possess, and Luculent Systems does not
grant to You, any express or implied rights (whether by implication, estoppels
or other legal theory) in or to any such intellectual property rights and all such
rights are retained by Luculent Systems, its licensors or affiliates. You must reproduce
and include the copyright notices with any permitted copies You make of the
3. LICENSE GRANT AND USE RESTRICTIONS
The Licensed Software is not sold to
You. Luculent Systems only grants to You a non-exclusive, non-transferable license to
use the Licensed Software in object code solely for your own use. The
configuration and execution of the Licensed Software is supervised by a
hardware-bound license key, supplied
separately for the Licensed Software. The EULA permits the use of the Licensed
Software, only within the boundaries established by the license key.
The license is not transferable to any other hardware, or to another organization
4. LIMITATIONS ON LICENSE
You may not copy, distribute, or make derivative works of the Licensed Software
except as follows:
- You may not use, modify, or transfer the right to use the Licensed Software
except as expressly provided in this EULA.
- You may not sublicense, rent or lease the Licensed Software.
- You may not or direct any third party to reverse engineer, de-compile, or
disassemble those Licensed Software programs except and only to the extent that
such activity is expressly permitted by applicable law notwithstanding this limitation.
- This EULA does not grant You any rights whatsoever in relation to the trademarks
or service marks of Luculent Systems.
- Parts of the Licensed Software may be supplied by third parties and may be subject
to separate license terms such as those set forth within the Additional Terms below.
In the event that you receive the terms and conditions stipulated by the relevant
third party licensor together with the Licensed Software, such terms and conditions
shall apply with respect to the third party licensor's liability towards you.
Luculent Systems own liability to you is governed by this EULA.
- The Licensed Software may contain Open Source Software (hereinafter referred to as "OSS")
that is listed within the Additional Terms below.
As set forth in these Additional Terms, You are entitled to use the OSS in accordance with
the respective license conditions of the OSS.
The license conditions of the respective OSS shall prevail over this EULA
with respect to the OSS.
5. MISUSE OF THE LICENSED SOFTWARE IS STRICTLY PROHIBITED BY LICENSOR, MAY VIOLATE U.S. AND OTHER LAWS AND MAY SUBJECT YOU TO SUBSTANTIAL LIABILITY
You are solely responsible for any misuse of the Licensed Software under this EULA
and for any liability or damage related in any way to your use of the Licensed Software
in violation of this EULA.
You are also responsible for using the Licensed Software in accordance with
the limitations of this EULA.
This EULA is effective from the first date You install, copy or otherwise use
the Licensed Software.
You may terminate this license at any time by deleting or destroying the Licensed Software,
all backup copies and all related materials provided to You by Luculent Systems.
Your license rights terminate automatically and immediately without notice
if You fail to comply with any provision of this EULA.
7. WARRANTY DISCLAIMER
YOU ACKNOWLEDGE THE LICENSED SOFTWARE IS PROVIDED "AS IS" AND NEITHER LUCULENT SYSTEMS
NOR ANY OF THEIR LICENSORS MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OR THAT THE LICENSED SOFTWARE WILL NOT INFRINGE ANY THIRD PARTY PATENTS,
COPYRIGHTS, TRADEMARKS OR OTHER RIGHTS.
THERE IS NO WARRANTY BY LUCULENT SYSTEMS OR THEIR LICENSORS OR BY ANY OTHER PARTY THAT
THE FUNCTIONS CONTAINED IN THE LICENSED SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT
THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY A LUCULENT SYSTEMS REPRESENTATIVE SHALL
CREATE A WARRANTY OR IN ANY WAY AFFECT THIS DISCLAIMER.
YOU ASSUME ALL RESPONSIBILITY TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE INSTALLATION,
USE, AND RESULTS OBTAINED FROM IT.
8. NO OTHER OBLIGATIONS; RESERVATION OF RIGHTS
This EULA creates no obligations on the part of Luculent Systems other than as
specifically set forth herein. Luculent Systems reserves all rights not expressly
granted to You in this EULA.
9. LIMITATION OF LIABILITY
IN NO EVENT SHALL LUCULENT SYSTEMS, ITS EMPLOYEES, LICENSORS, AFFILIATES OR AGENTS
BE LIABLE FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES,
PROPERTY DAMAGE, LOSS OF PROFITS, INTERRUPTION OF BUSINESS OR FOR ANY SPECIAL, INDIRECT,
INCIDENTAL, ECONOMIC, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND WHETHER
ARISING UNDER CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY OF LIABILITY, OR ARISING
OUT OF THE USE OF OR INABILITY TO USE THE LICENSED SOFTWARE, EVEN IF LUCULENT SYSTEMS
IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE LIMITATION OF LIABILITY SHALL NOT APPLY IF AND TO THE EXTENT LUCULENT SYSTEMS'
LIABILITY IS MANDATORY UNDER THE APPLICABLE LAW E.G. PRODUCT LIABILITY LAW OR
10. TECHNICAL SUPPORT AND AUDIT
Luculent Systems and its affiliates have no obligation to furnish You with
technical support unless separately agreed in writing between You and Luculent Systems.
Luculent Systems and where applicable their licensors in the Licensed Software shall be
free to use any feedback and/or technical data including audit data received from You
resulting from your access to and use of the Licensed Software for any purpose
including (without limitation) the manufacture, marketing and maintenance or
support of products and services. If and insofar as permissible under the relevant laws
You permit Luculent Systems and its affiliates to audit the use of the Licensed Software
and will give assistance and access to the necessary information.
11. APPLICABLE LAW AND FORUM
This EULA is governed by the laws of the State of Oregon.
No choice of law rules of any jurisdiction will apply.
Any disputes arising out of or relating to this EULA shall be settled by the courts
in Oregon to the extent permitted by mandatory law.
Unless Luculent Systems has given separate individual contract
conditions in writing this EULA represents the entire agreement between You and
Luculent Systems relating to the Licensed Software and
- supersedes all prior or contemporaneous oral or written communications,
proposals, and representations with respect to its subject matter; and
- prevails over any conflicting or additional terms of any acknowledgement or
similar communication between the parties during the term of this License.
Notwithstanding the foregoing, some products of Luculent Systems may require You to
agree to additional terms through an on-line "clickwrap" license, and such terms shall
supplement this EULA.
If any provision of this EULA is held invalid, all other provisions shall remain valid
unless such validity would frustrate the purpose of this EULA, and this EULA shall be
enforced to the full extent allowable under applicable law.
No modification to this EULA is binding, unless in writing and signed by a duly authorized
representative of each party.
This EULA shall be binding on and shall inure to the benefit of the heirs, successors,
and assigns of the parties hereto.
The failure of either party to enforce any right resulting from the breach of any
provision of this EULA by the other party will not be deemed a waiver of any right
related to a subsequent breach of such provision or any other right hereunder.
ADDITIONAL TERMS ADDENDUM
Embedded in, or bundled with, this product are open source software (OSS) components
and other third party components listed below.
You can get a copy of, distribute and/or modify any open source code for the OSS component
under the terms of their respective licenses.
In the event of conflicts between Luculent Systems license conditions and
the Open Source Software license conditions, the Open Source Software conditions
shall prevail with respect to the Open Source Software portions of the software.