PLEASE READ THE FOLLOWING CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS:
THE LICENSE GRANT MADE TO YOU PURSUANT TO THIS END-USER LICENSE AGREEMENT (THIS “AGREEMENT”) IS CONDITIONED UPON YOUR ACCEPTANCE OF ITS TERMS. IF YOU DO NOT AGREE WITH THIS AGREEMENT’S TERMS, YOU SHOULD RETURN THE SOFTWARE AND ANY DOCUMENTATION, AND YOU WILL RECEIVE A FULL REFUND FOR ANY MONIES PAID FOR THE SOFTWARE.
- License. The software (the “Software”), no matter how delivered (e.g. as an download on-line, in CD form), as well as any and all related documentation (“Documents”) are licensed to you by Luxion ApS, a Denmark corporation. This License is non-exclusive, with Luxion retaining the right to license the Software and/or Documents to any other party at Luxion’s sole discretion. This license is not a sale and except for the license granted below, Luxion retains all right, title and interest in and to the Software and Documents and any copies thereof. This License allows you to use the Software and Documents on a single fixed personal computer system or on a single mobile computer system (the “Host System”), and to make one copy of the Software in machine-readable form and one copy of the Documents in hard-copy form for backup purposes only. You must reproduce on any such copy (in whatever form such copy may be) the Luxion copyright notice and any other proprietary legends that are on the original copy of the Software and Documents.
- Restrictions. The Software contains copyrighted material, trade secrets, and other proprietary information, and in order to protect them you may not reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form except to the extent that it is unallowable to prohibit such acts under applicable law. You may not modify, network, rent, lease, loan, sell, distribute, or create derivative works based upon the Software or Documents in whole or in part. You may not electronically transfer the Software from one computer to another over a network. In addition, you may not remove, obscure, or alter any proprietary rights or notices affixed or contained in the Software or Documents. All rights not expressly granted are reserved by Luxion.
- Termination. This License is effective until terminated. You may terminate this License at any time by destroying the Software or Documents and all copies thereof. If you fail to comply with any provision of this License, this License will terminate immediately without notice from Luxion and other legal remedies will become available to Luxion. Upon termination, you must destroy the Software, Documents and all copies thereof.
- Export Law Assurances. You agree and certify that the Software will not be exported from the jurisdiction in which you acquired it except as permitted by the applicable laws of such jurisdiction.
- U.S. Government Restricted Rights. The Software and Documents are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software – Restricted Rights at 48 CFR 52.227-19 and successors thereof, as applicable. Contractor/manufacturer is Luxion ApS.
- Disclaimer of Warranty on Software. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE IS AT YOUR SOLE RISK. THE SOFTWARE AND DOCUMENTS ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OR CONDITION OF ANY KIND AND LUXION EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LUXION DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECTS IN THE SOFTWARE WILL BE CORRECTED. FURTHERMORE, LUXION DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE OR DOCUMENTS IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LUXION OR AN AUTHORIZED REPRESENTATIVE THEREOF SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU (AND NOT LUXION OR ANY AUTHORIZED REPRESENTATIVE) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME STATES AND JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
- Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL LUXION OR ITS SUPPLIERS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR RELIANCE THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SOFTWARE OR RELATED DOCUMENTATION, EVEN IF LUXION OR A LUXION AUTHORIZED REPRESENTATIVE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME STATES AND JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
In no event shall Luxion’s total liability to you for all damages, losses, and causes of action (whether in contract, tort (including negligence, or otherwise) exceed the amount paid by you for the Software.
- Controlling Law and Severability. This license shall be governed by and construed in accordance with the laws of Denmark. If for any reason a court of competent jurisdiction finds any provision of this license, or portion thereof, to be unenforceable, that provision of the license shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this license shall continue in full force and effect.
- Injunctive Relief. You acknowledge and agree that your obligations and promises of under this Agreement are of a unique, intellectual character that gives them particular value. You acknowledge and agree that a breach of any of the promises or agreements contained in this Agreement will result in irreparable and continuing damage to Luxion for which there will be no adequate remedy at law and, in the event of a breach, Luxion will be entitled to injunctive relief and/or a decree for specific performance, and any other additional relief as may be proper (including monetary damages if appropriate).
- Assignment. You may not assign any rights or obligations arising under this Agreement without Luxion’s prior written consent. Luxion may assign any rights or obligations under this Agreement without your prior written consent. Subject to this restriction on assignment, this Agreement will inure to the benefit of and bind the successors and assigns of each of Luxion and you.
- Waiver. A waiver of a breach or default under this Agreement will not be a waiver of any other default. Failure by either party to enforce compliance with any term of this Agreement will not be a waiver of that term.
- Arbitration. The Parties agree that any and all disputes arising out of the terms of this Agreement, their interpretation, and any of the matters herein released shall be subject to binding arbitration, to the extent permitted by law, in Denmark. The Parties agree that the prevailing party in any arbitration shall be entitled to injunctive relief in any court of competent jurisdiction to enforce the arbitration award. The Parties further agree that the prevailing party in any arbitration shall be entitled to reimbursement of their reasonable attorneys’ fees and costs incurred in the arbitration. THE UN CONFERENCE ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS HEREBY EXPRESSLY DISCLAIMED.
- Entire Agreement; Amendments. This Agreement states the final, complete, and exclusive agreement between the parties with respect to the subject matter and supersedes any previous oral or written communications, representations, understandings, or agreements with respect to that subject matter. Any representations, warranties, or statements made by either party that differ from the terms of this Agreement will be given no force or effect. No course of dealing or usage of trade or course of performance will be relevant to explain or supplement any term expressed in this contract. The terms of this Agreement may be modified only in writing signed be you and an authorized representative of Luxion.