Vayusphere, Inc. Software License Agreement for Vayu Instant Messaging
This License Agreement is valid only in the country in which it was
originally delivered.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND VAYUSPHERE, INC. ("VAYUSPHERE".)
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PROMPTLY, RETURN
THE SOFTWARE AND THE ACCOMPANYING WRITTEN MATERIALS, BINDERS AND OTHER
CONTAINERS IN ORIGINAL CONDITION TO THE PLACE THAT YOU OBTAINED THEM
FOR A FULL REFUND.
Definitions (as used in this License Agreement):
(a)"Documentation" means the user guides, reference manuals, installation
materials and other written materials provided by VAYUSPHERE and relating
to the Software.
(b)"Software" means the object code versions of the VAYUSPHERE software
products purchased, together with all VAYUSPHERE-authorized updates,
replacements or modifications provided to Licensee. The Software may
include software licensed to VAYUSPHERE by third parties.
1. SOFTWARE LICENSE: Subject to payment of all amounts due and subject to
the terms and conditions of this Agreement, VAYUSPHERE hereby grants, and
you accept, the non-exclusive license(s) identified below to operate the
Software program accompanying this License. The Client License will apply
to you unless this Software is expressly labeled a Server or Response
Agent version (in which case the Server License or the Response Agent
version will apply to you, respectively)
(a) CLIENT LICENSE: a license to use the Software on a single compatible
computer at a time or with a single network or file server, provided
that access is limited to one user at a time.
(b) SERVER LICENSE: a license to operate Software on a single server
machine owned or leased by you (the "Server"), provided that the number
of concurrent users on any network connected to the Server at any time
does not exceed the number of valid Client Licenses for Software used on
that network. A Server License is solely for your internal use or for the
use of individuals who have executed a Client License with VAYUSPHERE,
provided that you indemnify and hold harmless VAYUSPHERE from any damages
or losses, including attorney's fees, arising out of such individuals'
use of the Software.
(C) RESPONSE AGENT LICENSE: a license to operate Software on a single
server machine owned or leased by you (the "Server"), provided that the
number of concurrent users on any network connected to the Server at any
time does not exceed the number of valid Client Licenses for Software used
on that network. A Response Agent license is solely for your internal use
or for the use of individuals who have executed a Client License with
VAYUSPHERE, provided that you indemnify and hold harmless VAYUSPHERE
from any damages or losses, including attorney's fees, arising out of
such individuals' use of the Software.
2. CERTAIN OBLIGATIONS:
(a) You will take all reasonable steps to prevent unauthorized access
to the Software and the Documentation and to ensure compliance with
this Agreement by all persons who are permitted access. You will not
disclose or permit others to disclose any confidential information of
VAYUSPHERE contained in the Software or Documentation. You will not
reverse engineer or reverse compile the Software, in whole or in part. You
will not alter or remove any notices, graphics or texts contained on or
in the Software or the Documentation; or modify the Software in any form,
without the express written permission from VAYUSPHERE.
(b) The Software may have "authorization keys" which shall be provided
to you. An authorization key is a unique series of data elements
which enables you to use the Software. Such keys are confidential
and non-transferable and must be destroyed by you upon termination of
the license.
(c) U.S. GOVERNMENT RESTRICTED RIGHTS. If you are a government entity,
you agree that the Software is commercial computer software and is
acquired with only those rights set forth in this Agreement.
(d) VAYUSPHERE and its suppliers retain all right, title and interest in
and to the Software and the Documentation including all patents, trade
secrets, copyrights and other proprietary rights. Significant penalties
may result from infringement of proprietary rights. You may transfer
the Software to a hard disk and keep up to three copies of the Software,
including the original copy, solely for back-up or archival purposes. You
may copy the Documentation, as needed, for your internal use or for
use by other individuals under a valid Client License. Included within
the Software may be software from third parties which is provided under
their respective licenses. The terms of these licenses are available
from VAYUSPHERE or may be obtained from the third parties on the internet.
3. OTHER RESTRICTIONS: You may not rent or lease the Software, but you
may transfer your rights under this License on a permanent basis provided
you transfer all Software and all Documentation, retain no copies and the
recipient agrees to the terms of this Agreement.
The Software is not fault-tolerant and is not designed or intended for
use in hazardous environments requiring fail-safe performance.
You warrant that you will not use or redistribute the Software for
use in online control of aircraft, air traffic, aircraft navigation or
aircraft communications; or in the design, construction and operation
of any nuclear facility, or any other application in which the failure
of the Software could lead directly to death, personal injury,
or severe physical or property damage.
4. LIMITED WARRANTY:
THIS SOFTWARE IS PROVIDED BY VAYUSPHERE ``AS IS'' AND ANY EXPRESS OR
IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES
OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR
PURPOSE ARE DISCLAIMED.
5. EXCLUSION OF DAMAGES and LIMITATION OF LIABILITY:
IN NO EVENT SHALL VAYUSPHERE BE LIABLE FOR ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING,
BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF
USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON
ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT
(INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE
OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
Your exclusive remedy with respect to the Software, the Documentation
and this Agreement will be limited to, at VAYUSPHERE'S option, (a)
the replacement of any defective Software or Documentation, or (b)
refund of the original purchase price paid for the Software.
6. COMPLIANCE WITH LAWS: Software, including technical data, is subject
to U.S. export control laws, including the U.S. Export Administration
Act and its associated regulations in other countries. You agree to
comply strictly with all such regulations and acknowledge that you have
the responsibility to obtain all permits or licenses required: to export,
re-export or import the Software and to purchase, ship, install and use
the Software.
7. GENERAL:
(a) This is the entire agreement between the parties with respect to its
subject matter, and this Agreement supersedes all prior communications,
agreements and understandings, written or oral, between the parties
related to such subject matter. No VAYUSPHERE dealer, agent or
employee is authorized to make any amendment to this Agreement. Any
modifications or additions to this Agreement proposed in any purchase
order or other communications which you submit to VAYUSPHERE are hereby
expressly rejected and are null and void unless specifically agreed
in writing by an authorized officer of VAYUSPHERE. Sections 5 and 6
of this Agreement shall survive any termination of this Agreement.
(b) VAYUSPHERE'S failure to enforce, or waiver of a breach of, any
provision hereof shall not constitute a waiver of any other breach of
such provision. You acknowledge that a breach by you of Sections 1, 2,
or 3 of this Agreement would constitute irreparable harm to VAYUSPHERE
and therefore consent to being enjoined from any such breach.
(c) VAYUSPHERE shall not be considered in default in performance of its
obligations hereunder if performance of such obligations is prevented or
delayed by force majeure or any cause beyond its reasonable control.
(d) This Agreement shall be governed by the laws of the State of California,
U.S.A. without regard to conflict of laws rules that would cause the
laws of any other jurisdiction to apply and without regard to the United
Nations Convention on the International Sale of Goods. This Agreement
will be deemed to be a contract under seal.
Should you have any questions concerning this Agreement, the Software
or the Documentation, you may contact VAYUSPHERE by writing to:
VAYUSPHERE, Inc.
2672 Bayshore Pkwy Ste 1030
Mountain View, CA 94043
Tel: +1 650 960 2900
(A current address for VAYUSPHERE is always available at
https://www.vayusphere.com)
