END-USER LICENSE AGREEMENT FOR
POLYCOM® SOFTWARE
IMPORTANT—READ CAREFULLY BEFORE USING THE SOFTWARE PRODUCT: This End-User License
Agreement ("Agreement") is a legal agreement between you (either an
individual or a single entity) and the POLYCOM SOFTWARE PRODUCT licensed by
Polycom, Inc. The SOFTWARE PRODUCT
includes computer software and may include associated media, printed materials,
and "online" or electronic documentation ("SOFTWARE
PRODUCT"). By clicking “I agree” or
by installing, copying, or otherwise using the SOFTWARE PRODUCT, you agree to
be bound by the terms of this Agreement. If
you do not agree to the terms of this Agreement, do not install or use the
SOFTWARE PRODUCT, and return it to your place of purchase for a full refund.
The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties,
as well as other intellectual property laws and treaties.
The SOFTWARE PRODUCT is licensed (not sold) to you, and its use is
subject to the terms of this Agreement.
1. GRANT OF LICENSE. Subject to the
terms of this Agreement, POLYCOM grants to you a non-exclusive license to
install and use the SOFTWARE PRODUCT on the POLYCOM product with which this
SOFTWARE PRODUCT is supplied (the “PRODUCT”).
You may use the SOFTWARE PRODUCT only in connection with the use of the
PRODUCT. You are not permitted to lease,
rent, distribute or sublicense the SOFTWARE PRODUCT or to use the SOFTWARE
PRODUCT in a time-sharing arrangement or in any other unauthorized manner.
Further, no license is granted to you in the human readable code of the
SOFTWARE PRODUCT (source code). Except as
provided below, this License Agreement does not grant you any rights to
patents, copyrights, trade secrets, trademarks, or any other rights in respect
to the SOFTWARE PRODUCT.
2. DESCRIPTION OF OTHER RIGHTS AND
LIMITATIONS.
2.1 Limitations
on Reverse Engineering, Decompilation, and Disassembly.
You may not reverse engineer, decompile, or disassemble the SOFTWARE
PRODUCT, except and only to the extent that such activity is expressly
permitted by applicable law notwithstanding this limitation.
The SOFTWARE PRODUCT is licensed as a single product.
Its component parts may not be separated for use on more than one
PRODUCT.
2.2 Back-up.
Except as expressly provided for under this Agreement you may
not copy the SOFTWARE PRODUCT; except, however, you may keep one copy of the
SOFTWARE PRODUCT and, if applicable, one copy of any previous version, for
back-up purposes, only to be used in the event of failure of the original.
All copies of the SOFTWARE PRODUCT must be marked with the proprietary
notices provided on the original SOFTWARE PRODUCT.
You may not reproduce the supporting documentation accompanying the SOFTWARE
PRODUCT.
2.3 Modifications.
You may not modify, translate or create derivative works of the
SOFTWARE PRODUCT.
2.4 Proprietary
Notices. You may not remove or
obscure any proprietary notices on or in the SOFTWARE PRODUCT or the supporting
documentation.
2.5 Software
Transfer. You may permanently
transfer all of your rights under this Agreement, provided you retain no
copies, you transfer all of the SOFTWARE PRODUCT (including all component
parts, the media and printed materials, any upgrades, this Agreement, and, if
applicable, the Certificate of Authenticity), and the recipient agrees to the
terms of this Agreement. If the SOFTWARE
PRODUCT is an upgrade, any transfer must include all prior versions of the
SOFTWARE PRODUCT. However, if the
SOFTWARE PRODUCT is marked “Not for Resale” or “NFR”, you may not resell it or
otherwise transfer it for value.
2.6 Copyright.
All title and copyrights in and to the SOFTWARE PRODUCT(including but
not limited to any images, photographs, animations, video, audio, music, text,
and "applets" incorporated into the SOFTWARE PRODUCT), the
accompanying printed materials, and any copies of the SOFTWARE PRODUCT are
owned by POLYCOM or its suppliers. The
SOFTWARE PRODUCT is protected by copyright laws and international treaty
provisions. Title, ownership rights, and
intellectual property rights in the SOFTWARE PRODUCT shall remain in POLYCOM or
its suppliers. Title and related rights
in the content accessed through the SOFTWARE PRODUCT is the property of such
content owner and may be protected by applicable law.
This Agreement gives you no rights in such content.
2.7 Confidentiality.
The SOFTWARE PRODUCT contains valuable proprietary information
and trade secrets of POLYCOM and its suppliers and you shall protect the
confidentiality of, and avoid disclosure and unauthorized use of, the SOFTWARE
PRODUCT.
2.8 Dual-Media
Software. You may receive the
SOFTWARE PRODUCT in more than one medium.
Regardless of the type or size of medium you receive, you may use only one
medium that is appropriate for your single PRODUCT.
You may not use or install the other medium on another PRODUCT.
2.9 Reservation.
POLYCOM reserves all rights in the SOFTWARE PRODUCT not
expressly granted to you in this Agreement.
3. SUPPORT SERVICES. POLYCOM may
provide you with support services related to the SOFTWARE PRODUCT("SUPPORT
SERVICES "). Use of SUPPORT SERVICES
is governed by the POLYCOM policies and programs described in the
POLYCOM-provided materials. Any
supplemental software code provided to you as part of the SUPPORT SERVICES is
considered part of the SOFTWARE PRODUCT and is subject to the terms and
conditions of this Agreement. With
respect to technical information you provide to POLYCOM as part of the SUPPORT
SERVICES, POLYCOM may use such information for its business purposes, including
for product support and development. POLYCOM
will not utilize such technical information in a form that personally
identifies you.
4. TERMINATION. Without prejudice to
any other rights, POLYCOM may terminate this Agreement if you fail to comply
with any of the terms and conditions of this Agreement.
In such event, you must destroy all copies of the SOFTWARE PRODUCT and
all of its component parts. You may
terminate this Agreement at any time by destroying the SOFTWARE PRODUCT and all
of its component parts.
5. UPGRADES. If the SOFTWARE PRODUCT is
labeled as an upgrade, you must be properly licensed to use the software
identified by POLYCOM as being eligible for the upgrade in order to use the
SOFTWARE PRODUCT. A SOFTWARE PRODUCT
labeled as an upgrade replaces and/or supplements the software that formed the
basis for your eligibility for the upgrade.
You may use the resulting upgraded SOFTWARE PRODUCT only in accordance with the
terms of this Agreement. If the SOFTWARE
PRODUCT is an upgrade of a component of a package of software programs that you
licensed as a single product, the SOFTWARE PRODUCT may be used and transferred
only as part of that single SOFTWARE PRODUCT package and may not be separated
for use on more than one PRODUCT.
6. WARRANTY AND WARRANTY EXCLUSIONS.
6.1 Limited
Warranty. POLYCOM warrants that
(a) the SOFTWARE PRODUCT will perform substantially in accordance with the
accompanying documentation for a period of ninety (90) days from the date of
receipt by you, and (b) any SUPPORT SERVICES provided by POLYCOM shall be
substantially as described in applicable written materials provided to you by
POLYCOM, and POLYCOM support engineers will make commercially reasonable
efforts to solve any problem issues. POLYCOM
does not warrant that your use of the SOFTWARE PRODUCT will be uninterrupted or
error free, or that all defects in the SOFTWARE PRODUCT will be corrected.
POLYCOM's sole obligation under this express warranty shall be, at
POLYCOM's option and expense, to refund the purchase price paid by you for any
defective software product which is returned to POLYCOM with a copy or your
receipt, or to replace any defective media with software which substantially
conforms to applicable POLYCOM published specifications.
Any replacement SOFTWARE PRODUCT will be warranted for the remainder of
the original warranty period or thirty (30) days, whichever is longer.
6.2
Warranties Exclusive.
If
THIS SOFTWARE product does not operate as warranted above, YOUR sole remedy FOR
BREACh OF THAT WARRANTY shall be repair, replacement, or refund of the purchase
price paid, at POLYCOM's option. TO THE
FULL EXTENT ALLOWED BY LAW, THE FOREGOING WARRANTIES AND REMEDIES ARE EXCLUSIVE
AND ARE IN LIEU OF ALL OTHER WARRANTIES, terms, or conditions, EXPRESS OR
IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE,
INCLUDING WARRANTIES, terms, or conditions OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, satisfactory quality, CORRESPONDENCE WITH DESCRIPTION, AND
NON-INFRINgeMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
POLYCOM NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT
ANY OTHER LIABILITY IN CONNECTION WITH THE SALE, INSTALLATION, MAINTENANCE OR
USE OF THIS SOFTWARE PRODUCT.
7. LIMITATION OF LIABILITY. TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL POLYCOM OR ITS
SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL
DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS
PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER
PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE
PRODUCT OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF
POLYCOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ANY CASE, POLYCOM'S ENTIRE LIABILITY SHALL BE LIMITED TO THE GREATER
OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE PRODUCT OR U.S.$5.00.
PROVIDED, HOWEVER, IF YOU HAVE ENTERED INTO A POLYCOM SUPPORT SERVICES
AGREEMENT, POLYCOM'S ENTIRE LIABILITY REGARDING SUPPORT SERVICES SHALL BE
GOVERNED BY THE TERMS OF THAT AGREEMENT.
8. DISCLAIMER.
Some countries, states, or provinces do not allow the exclusion or
limitation of implied warranties or the limitation of incidental or
consequential damages for certain products supplied to consumers,
or the limitation of liability for personal injury, so the above
limitations and exclusions may be limited in their application to you.
When the implied warranties are not allowed to be excluded in their
entirety, they will be limited to the duration of the applicable written
warranty. This warranty gives you
specific legal rights which may vary depending on local law.
9. EXPORT CONTROLS.
The SOFTWARE PRODUCT may not be downloaded or otherwise exported or re-exported
(i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea,
Yugoslavia, Iran, Syria, Republic of Serbia, or any other country to which the
U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury
Department’s list of Specially Designated Nationals or the U.S. Commerce
Department's Table of Denial Orders. By
downloading or using the SOFTWARE PRODUCT, you are agreeing to the foregoing
and you are representing and warranting that you are not located in, under the
control of, or a national or resident of any such country or on any such list.
If you obtained this SOFTWARE PRODUCT outside of the United States, you
are also agreeing that you will not export or re-export it in violation of the
laws of the country in which it was obtained.
10. MISCELLANEOUS.
10.1 Governing Law. This Agreement shall be governed by the laws of the State of California
as such laws are applied to agreements entered into and to be performed
entirely within California between California residents, and by the laws of the
United States. The United Nations
Convention on Contracts for the International Sale of Goods (1980) is hereby
excluded in its entirety from application to this Agreement.
10.2 General.
This Agreement represents the complete agreement concerning this
license and may be amended only by a writing executed by both parties.
If any provision of this Agreement is held to be unenforceable, such
provision shall be reformed only to the extent necessary to make it
enforceable.
10.3 Contact.
If you have any questions concerning this Agreement, or if you
desire to contact POLYCOM for any reason, please contact the POLYCOM office
serving your country.
10.4 U.S.
Government Restricted Rights. The
SOFTWARE PRODUCT and documentation are provided with RESTRICTED RIGHTS.
The SOFTWARE PRODUCT programs and documentation are deemed to be
"commercial computer software" and "commercial computer software
documentation", respectively, pursuant to DFAR Section 227.7202 and FAR
12.212(b), as applicable. Any use,
modification, reproduction, release, performance, display or disclosure of the
SOFTWARE PRODUCT programs and/or documentation by the U.S. Government or any of
its agencies shall be governed solely by the terms of this Agreement and shall
be prohibited except to the extent expressly permitted by the terms of this
Agreement. Any technical data provided
that is not covered by the above provisions is deemed to be "technical
data‑commercial items” pursuant to DFAR Section 227.7015(a).
Any use, modification, reproduction, release, performance, display or
disclosure of such technical data shall be governed by the terms of DFAR
Section 227.7015(b).