ANDREW LAB SOFTWARE END USER LICENSE AGREEMENT
IMPORTANT: THIS SOFTWARE END USER LICENSE AGREEMENT (“EULA”) IS A BINDING LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR, IF DOWNLOADED BY OR FOR AN ENTITY, AN ENTITY) AND ANDREW ALLIANCE. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE SOFTWARE. IT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY SELECTING THE ‘I ACCEPT’ BUTTON AND USING THE SOFTWARE, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT.
IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, THEN DO NOT INSTALL THE SOFTWARE.
(a) ‘ANDREW ALLIANCE’ means ANDREW ALLIANCE SA, Federal number CH-660.0.810.011-1, with registered seat in Geneva, Switzerland.
(b) ‘Software’ means the ANDREW ASSISTANT or the ANDREW LAB or the ANDREW CALIBRO computer program and any third party computer programs contained therein not explicitly subject to a different license, in each case supplied by ANDREW ALLIANCE herewith, and, if applicable, the corresponding documentation, associated media, printed materials, and online or electronic documentation, and all updates or upgrades of the above that are provided to you.
2. License to use Software
ANDREW ALLIANCE hereby grants you:
(a) a cost free, limited, non-exclusive, non-transferable, non-sublicensable right to install and use the Software on unlimited desktop computers for a one-off period of 365 days following the download of the Software absent any purchase of Andrew Robot (www.andrewalliance.com); or
(b) a cost free, unlimited, non-exclusive, non-transferable, non-sublicensable right to install and use the Software on unlimited desktop computers provided that the download of the Software is linked to the purchase of Andrew Robot.
3. Updates, security and revocation
Pursuant to the terms of the present EULA, you agree to abide by the rules and policies established from time to time by ANDREW ALLIANCE relating to the Software’s updates and security components. ANDREW ALLIANCE commits to apply such rules and policies in a non-discriminatory manner to users of the Software, such rules including for example but without limitation required or automated updates, modifications and/or installations of the Software to address security, interoperability and/or performance issues.
These updates, modifications and the like may occur on a periodic or as needed basis, without prior notice to you.
4. License Restrictions
(a) You may not reproduce in any way or distribute copies of the Software, make available the Software in any way to third parties, upload the Software on any website or electronically transfer the Software from one computer to another or over a network, except as expressly authorized under the terms of the EULA;
(b) You may not alter, merge, modify, adapt or translate the Software, or decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form or undertake any activity intended to bypass, defeat or otherwise circumvent (or having the effect of facilitating, modifying, or assisting the bypassing, defeating or circumventing of) the proper and/or secure operation of the “Virtual Engine” or breach any patent held or patent application deposited by ANDREW ALLIANCE in any way;
(c) You may not sell, rent, lease, loan or sublicense the Software;
(d) You may not modify the Software or create derivative works based upon the Software.
In the event that you fail to comply with this EULA, ANDREW ALLIANCE may immediately terminate the license. In such event, you shall destroy all copies of the Software and immediately stop using the Software.
The foregoing license gives you limited license to use the Software and no other license or right is hereby granted either expressly or by implication. ANDREW ALLIANCE and its suppliers and partners retain all rights, titles and interests, including all copyrights and intellectual property rights, in and to, the Software and all copies thereof.
All rights not specifically granted in this EULA, including but not limited to national and international copyrights, are reserved by ANDREW ALLIANCE, its suppliers and its partners.
7. WARRANTY DISCLAIMER
(a) YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE SOFTWARE IS AT YOUR OWN AND SOLE RISK. THE SOFTWARE HAS BEEN PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND BY ANDREW ALLIANCE, ITS DIRECTORS, EMPLOYEES, AGENTS AND/OR PARTNERS. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, ANDREW ALLIANCE AND ITS SUPPLIERS AND PARTNERS EXPRESSLY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
(b) ALSO, THERE IS NO WARRANTY OF NON-INFRINGEMENT AND TITLE OR QUIET ENJOYMENT. ANDREW ALLIANCE DOES NOT WARRANT THAT THE SOFTWARE IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. NO RIGHTS OR REMEDIES WILL BE CONFERRED ON YOU. THE SOFTWARE IS NOT DESIGNED, INTENDED OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION, THE DESIGN, CONSTRUCTION, MAINTENANCE OR OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS. ANDREW ALLIANCE SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.
(c) NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANDREW ALLIANCE, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN.
(d) ANDREW ALLIANCE SHALL HAVE NO RESPONSIBILITY IF THE SOFTWARE HAS BEEN ALTERED IN ANY WAY, OR FOR ANY FAILURE THAT ARISES OUT OF THE USE OF THE SOFTWARE WITH OTHER THAN A RECOMMENDED HARDWARE CONFIGURATION, PLATFORM OR OPERATING SYSTEM.
8. LIMITATION OF LIABILITY
(a) TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER ANDREW ALLIANCE NOR ITS SUPPLIERS AND PARTNERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SOFTWARE AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ANDREW ALLIANCE OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(b) ANDREW ALLIANCE HAS NO FINANCIAL LIABILITY to the largest extent permissible under applicable law.
(c) UNDER NO CIRCUMSTANCES SHALL ANDREW ALLIANCE OR ITS PARTNERS BE LIABLE FOR ANY UNAUTHORIZED USE OF THE SOFTWARE TO DEVELOP, DISTRIBUTE OR USE ANY MATERIAL THAT IS DEFAMATORY, SLANDEROUS, LIBELLOUS OR OBSCENE, THAT PORTRAYS ANY PERSON IN A FALSE LIGHT OR CONSTITUTES AN INVASION OF ANY RIGHT TO PRIVACY, THAT INFRINGES ANY THIRD PARTY’S RIGHTS OR THAT IS CONTRARY TO ANY FOREIGN, FEDERAL OR LOCAL STATUTE OR REGULATION.
(d) THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO ALL PROVISIONS OF THIS EULA.
9. Consumer End Users Only
The limitations or exclusions of warranties and liability contained in this EULA do not affect or prejudice the statutory rights of a consumer.
The limitations or exclusions of warranties, remedies or liability contained in this EULA shall apply to you only to the extent such limitations or exclusions are permitted under the laws of the jurisdiction where you are located.
(a) This EULA shall be governed by the internal laws of SWITZERLAND, without giving effect to principles of conflict of laws. You hereby consent to the exclusive jurisdiction and venue of the competent courts of the canton of Geneva to resolve any disputes arising under this EULA. An appeal to the Swiss Supreme Court (Swiss Federal Tribunal) is reserved.
(b) In each case this EULA shall be construed and enforced without regard to the United Nations Convention on the International Sale of Goods.
(c) This EULA contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to the Software licensed hereunder shall not be of any effect. The failure or delay of ANDREW ALLIANCE to exercise any of its rights under this EULA or upon any breach of this EULA shall not be deemed a waiver of those rights or of the breach.
(d) Should any provision of this EULA be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this EULA will remain in full force and effect.
(e) All questions concerning this EULA shall be directed to: ANDREW ALLIANCE, [email protected].
(f) ANDREW ALLIANCE may from time to time modify the terms of this agreement and will post a copy of the amended agreement under the relevant section of its Website. Please check the webpage regularly for revisions to this agreement.
(g) ANDREW ALLIANCE and other trademarks contained in the Software are trademarks or registered trademarks of ANDREW ALLIANCE in Switzerland and/or other countries shall not be used by you without prior written agreement of ANDREW ALLIANCE. Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners. You may not remove from the Software or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels contained in the Software. This EULA does not authorize you to use ANDREW ALLIANCE’s or its licensors’ names or any of their respective trademarks.
END OF LICENSE