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End-User License Agreement
NoMachine - Luxembourg
NoMachine Product License
Copyright (c) 2002-2021 NoMachine S.à.r.l. All Rights Reserved.
This is a legal agreement ("Agreement") between you, the "Licensee", and NoMachine S.à.r.l. ("NoMachine"), owner and titleholder of all copyrights, intellectual property and trademarks of the NoMachine Software.
Notice to User:
This NoMachine Software Technology License Agreement ("License Agreement") covers your use of NoMachine Software that accompanies this License Agreement and related software components, which may include associated media, printed materials, and "online" or electronic documentation. If you do not agree to the terms of this License Agreement, do not install or use the Software. By explicitly accepting this License Agreement, however, or by installing, copying, downloading, accessing, or otherwise using the Software, you are acknowledging and agreeing to be bound by the following terms.
1.Definitions
"Permitted Number" means one (1) unless indicated otherwise by a valid license certificate.
"Documentation" means the online documentation and printed documentation, if any, provided to Licensee in connection with Software, except for documentation provided under third party or open source licenses as provided in Sections 4.2 and 4.3 below. Whenever the context reasonably permits, any reference in this Agreement to Software shall also apply to Documentation. The Documentation may be used by Licensee, but only in connection with this Software.
"Software" means (a) all of the contents of the files (delivered electronically or on physical media), or disk(s) or other media with which this Agreement is provided, which may include (i) NoMachine software, Open Source Software or Third Party Software; (ii) related explanatory written materials or files ("Documentation"); and (iii) fonts; and (b) images, sounds, clip art and other artistic works ("Media") bundled with NoMachine software; and (c) upgrades, modified versions, updates, additions, and copies of the foregoing, provided to you by NoMachine at any time (collectively, "Updates").
"Open Source Software" components (or portions thereof) included with this NoMachine software product are distributed under the original license terms. Copyright statements and licenses applied to Open Source Software components (or portions thereof) can be found in the "credits" file.
"Third-Party Software". Some of the Software Programs included in the Software are distributed under the terms of agreements with third parties which may expand or limit your rights to use certain Software Programs as set forth in Sections 2, 3 and 4.
2. GRANT OF LICENSE AND TERMS OF USE
2.1 Subject to your compliance with the terms and conditions of this Agreement, NoMachine and its authorized suppliers grant you a limited, nonexclusive and nontransferable license to install and use the Software on a compatible device or Computer in the manner and for the purposes in accordance with (i) the Documentation; (ii) the License Type for which you have paid a fee where applicable.
(a) Individual Use. You may install and use the Permitted Number of copies of the Software on a compatible Computer for your personal use unless otherwise specified in the Software documentation. For the avoidance of doubt, (a) IT administrators working on behalf of a company may download and install the Software onto personal computers or other devices used by personnel of such company; and (b) you are permitted to use the Software at a university or other educational institution, or at work. NoMachine reserves all rights not expressly granted to you under these Terms.
(b) Commercial Use. Commercial use of the Software is governed by the accompanying License Type acquired separately from NoMachine and for which, where applicable, a fee has been paid. Unless otherwise provided in the Software Documentation, you may install and use the Permitted Number of copies of the Software on a compatible device. A "Commercial User" is defined as an individual or entity, or an individual acting on behalf of an entity, who uses the Software or causes the Software to be used within or to provide commercial products or services to third parties. The foregoing shall not preclude you using the Software for your own remote access activity, subject to paragraph 2.1 above.
(c) Distribution: Redistribution of Software developed by NoMachine is strictly forbidden without written permission by NoMachine.
(d) Back up Copy. You may not copy the Software except for a reasonable number of machine-readable copies of the Software for backup or archival
purposes and except as expressly permitted in this EULA. All copies of the Software must reproduce all proprietary notices, labels, or marks.
Notwithstanding the foregoing, this Agreement shall not prevent or restrict you from exercising additional or different rights to any free, Open Source Software, documentation and materials contained in or provided with the Software in accordance with the applicable free, open source license for such code, documentation, and materials.
3. DESCRIPTION OF OTHER RIGHTS, LIMITATIONS, AND OBLIGATIONS
3.1 Transfer. You may not rent, lease, sublicense, assign or transfer your rights in the Software, or authorize all or any portion of the Software to be copied onto another user's Computer except as may be expressly permitted by this Agreement. You may, however, transfer all your rights to use the Software to another person or legal entity provided that (a) you also transfer (i) this Agreement, and (ii) the Software and all other Software or hardware bundled or pre-installed with the Software, including all copies, updates prior versions, to such person or entity (b) you retain no copies, including backups and copies stored on a Computer, and (c) the receiving party accepts the terms and conditions of this Agreement and any other terms and conditions upon which you obtained a valid license to the Software. Notwithstanding the foregoing you may not transfer pre-release, or not for resale copies of the Software.
3.2 No Modification, Reverse Engineering or Leasing. No modification, adaptation, translation of the Software is permitted, including modification to the graphical contents, without specific and prior permission from NoMachine. You may not decompile, decrypt, reverse engineer, disassemble or otherwise reduce the Software to human-readable form to gain access to trade secrets or confidential information in the Software, except to the extent the foregoing restriction is expressly prohibited by applicable law. Nor shall you do the following, or permit any other person to do, without explicit permission from NoMachine; (i) remove, alter, cover or obfuscate any copyright notices or other proprietary rights notices placed or embedded by NoMachine on or in any Software or Documentation; (ii) sell, resell for a profit, rent, lease or lend the Software or Documentation or use it for commercial time sharing, rental or service bureau use; (iii) use the Software or any component thereof for any illegal purposes; or (iv) use the Software or Documentation, or any component thereof, to enable copyright protection-circumvention devices or to violate or circumvent in any manner any content copyright, content protection scheme, or content copy policies. Notwithstanding the foregoing, this Agreement shall not prevent or restrict you from exercising additional or different rights to any free, open source code, documentation and materials contained in or provided with the Software in accordance with the applicable free, open source license for such code, documentation, and materials.
3.3 Licensed, Not Sold. The Software, including Third Party Software, is not sold, but is licensed and distributed to Licensee. Any reference to the purchase or sale of a product means, with respect to NoMachine Software and Third Party Software, a purchase or sale of the applicable licenses. The license fees for such licenses are included in the product purchase price. No fee is charged for any Open Source Software license, but a fee for distribution (e.g., transferring a copy or copies to Licensee) is included in the product purchase price. Ownership of copies of Open Source Software, NoMachine Software and Third Party Software is governed by the applicable license agreement.
3.4 Proprietary Rights. No title to or ownership of the Software is transferred to you. NoMachine and/or its licensors own and retain all title and ownership of all intellectual property rights in and to the Software, including any adaptations or copies.
4. LIMITED WARRANTY AND DISCLAIMER & LIABILITIES
4.1 NoMachine Software. NoMachine warrants that if Software fails to substantially conform to the specifications in the Documentation or to any other Software specifications published by NoMachine, and if the non-conformity is reported in writing by Licensee to NoMachine within 30 days from the date the License is purchased, then NoMachine shall either remedy the non-conformity or offer to refund the purchase price, if applicable, to Licensee. In the event of a refund, the License shall terminate.
4.2 Third Party Software. Warranties, if any, applicable to Third Party Software will be the warranties made by the third party licensors in the applicable license agreements.
4.3 Open Source Software. Pursuant to the various open source licenses there is no warranty applicable to Open Source Software.
4.4 Disclaimer Of Warranties. NOMACHINE MAKES NO WARRANTY, PROMISE OR REPRESENTATION NOT EXPRESSLY SET FORTH IN THIS AGREEMENT. THE Software IS PROVIDED "AS IS" WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND. NOMACHINE MAKES NO WARRANTY OR REPRESENTATION WITH RESPECT TO THIRD PARTY SOFTWARE. OPEN SOURCE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND. NOMACHINE DISCLAIMS AND EXCLUDES ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NOMACHINE DOES NOT WARRANT THAT ANY SOFTWARE WILL SATISFY LICENSEE'S REQUIREMENTS OR THAT IT IS WITHOUT DEFECT OR ERROR OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED. THIS AGREEMENT GIVES LICENSEE SPECIFIC LEGAL RIGHTS. LICENSEE MIGHT HAVE OTHER RIGHTS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.THE PROVISIONS OF SECTION 3 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT, HOWSOEVER CAUSED, BUT THIS SHALL NOT IMPLY OR CREATE ANY CONTINUED RIGHT TO USE THE SOFTWARE AFTER TERMINATION OF THIS AGREEMENT.
4.5 Limitation Of Liability. IN NO EVENT WILL NOMACHINE OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. THE AGGREGATE LIABILITY OF NOMACHINE ARISING FROM OR RELATING TO THIS AGREEMENT OR ANY OF THE SOFTWARE (REGARDLESS OF THE FORM OF ACTION OR CLAIM - E.G., CONTRACT, WARRANTY, TORT, STRICT LIABILITY, MALPRACTICE, FRAUD AND/OR OTHERWISE) SHALL NOT EXCEED THE TOTAL PAYMENT MADE BY LICENSEE TO PURCHASE THE SOFTWARE. NOMACHINE SHALL NOT IN ANY
CASE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFIT, REVENUE, DATA, OR PROGRAMS, EVEN IF NOMACHINE HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.
5. AUTHORIZED DISTRIBUTORS AND RESELLERS
NoMachine authorized distributors and resellers do not have the right to make modifications to this Agreement or to make any additional represent-
ations, commitments, or warranties binding on NoMachine.
6. RESPONSIBILITY FOR DECISIONS
Licensee is responsible for decisions made and actions taken based on the Software.
7. NON-PARTIES
The officers, directors, employees, shareholders and representatives of NoMachine are not parties to this Agreement and shall have no obligation or liability to Licensee relating to this Agreement or the Software.
8. SOLE REMEDY AND ALLOCATION OF RISK
Licensee's sole and exclusive remedy is set forth in this Agreement. This Agreement defines a mutually agreed-upon allocation of risk and the License fees reflect such allocation of risk.
9. SUPPORT
Nothing in this Agreement entitles Licensee to any support, maintenance or new versions or distributions of any Software. Licensee may contact NoMachine to determine the availability of support, maintenance and new versions and distributions of the Software, and the fees, terms and conditions applicable there to.
10. GOVERNING LAW
This Agreement shall be governed by the laws of the state of Luxembourg without giving effect to conflict or choice of law principles. The parties agree to exclude application of the "United Nations Convention on Contracts for the International Sale of Goods" to this Agreement. Any litigation between the Parties shall be conducted exclusively by the courts of Luxembourg City. The parties agree and submit to such exclusive jurisdiction and venue.
11. ENTIRE AGREEMENT; GOVERNING LANGUAGE
This Agreement sets forth the entire understanding and agreement between the parties relating to the subject matter of this Agreement and may be
amended only in a writing signed by both parties. No vendor, distributor, OEM, VAR, reseller, dealer, retailer, sales person or other person is authorized by NoMachine to modify this Agreement or to make any warranty, representation or promise which is different than, or in addition to, the warranties, representations and promises of this Agreement. This EULA has been translated into other languages. In the event of inconsistency or discrepancy between the English original version and any other language version, the English version shall prevail.
12. TERMINATION
The License shall automatically terminate if Licensee materially breaches this Agreement. Upon termination of the License, Licensee shall cease all use of the Software and shall destroy all copies of the Software within the possession or control of Licensee and shall return the original Software and Documentation, if any, to NoMachine.
13. EXPORT LAWS
Licensee shall not export, disclose or distribute any Software in violation of any applicable laws or regulations, including the export laws and regulations of Luxembourg, and shall comply with all such laws and regulations.
14. CONSTRUCTION
In the construction and interpretation of this Agreement, no rule of strict construction shall apply against either party.
15. SEVERABILITY
If any provision in this Agreement is invalid or unenforceable or contrary to applicable law, such provision shall be construed, limited, or altered, as necessary, to eliminate the invalidity or unenforceability or the conflict with applicable law, and all other provisions of this Agreement shall remain in effect.
16. H.264/AVC NOTICE
THIS PRODUCT IS LICENSED UNDER THE AVC PATENT PORTFOLIO LICENSE FOR THE PERSONAL USE OF A CONSUMER OR OTHER USES IN WHICH IT DOES NOT RECEIVE REMUNERATION TO (i) ENCODE VIDEO IN COMPLIANCE WITH THE AVC STANDARD ("AVC VIDEO") AND/OR (ii) DECODE AVC VIDEO THAT WAS ENCODED BY A CONSUMER ENGAGED IN A PERSONAL ACTIVITY AND/OR WAS OBTAINED FROM A VIDEO PROVIDER LICENSED TO PROVIDE AVC VIDEO. NO LICENSE IS GRANTED OR SHALL BE IMPLIED FOR ANY OTHER USE. ADDITIONAL AVC PATENT PORTFOLIO LICENSE INFORMATION MAY BE OBTAINED FROM MPEG LA, L.L.C. SEE HTTP://WWW.MPEGLA.COM
NoMachine's End User License Agreement is subject to revisions. Please see https://www.nomachine.com/ for any updates.
ACKNOWLEDGEMENTS
NoMachine Software contains Open Source software for which this EULA does not apply. Such software, which is subject to other terms and conditions, is listed together with their original copyright statements and license terms in the "credits" file accompanying this Software.
Certain components of the NoMachine Software have been released by NoMachine under an open source license. Such components are listed in the "credits" file and must be used in accordance with the applicable open source license terms and conditions.
In accordance with Open Source Software license terms, NoMachine makes available the corresponding source files at:
http://www.nomachine.com/opensource
For those components not eventually available for download, upon request NoMachine will deliver all the relative third-party source code, consistent with the licensing terms of the original software, and documentation at the cost of the postage charges incurred.
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