FAST SILENT CUBES END-USER LICENSE AGREEMENT (EULA)
IMPORTANT-READ CAREFULLY: This End-User License Agreement (”EULA”) is a legal agreement between you as Licensee (either an individual or a single entity) and FAST LTA AG, Rüdesheimer Straße 12, 81626 München, Germany (“FAST”), the primary developer of the Program preinstalled on a FAST Silent Cube storage device. This EULA is valid and grants the end-user license rights ONLY if the Program is genuine and has been purchased and delivered together with a FAST Silent Cube. By installing, copying, downloading, accessing or otherwise using the Program, you agree to be bound by the terms of this EULA.
1. Definitions.
“Program” shall mean instructions designed to achieve a certain result, whether denominated software or firmware, whether preinstalled or on whatever media; and all related documentation furnished to Licensee.
“Intellectual Property” shall include all Programs, whether owned by Licensor or a third party licensor who has authorized Licensor to sublicense hereunder, and whether specifically licensed or furnished as part of equipment purchased and all other material furnished by Licensor and any copies of it relating to the use of the equipment and Programs.
“License Fee” shall mean the fee payable by Licensee to Licensor for the use of the Intellectual Property; the Licensee Fee is included in the purchase price and maintenance fee.
2. License Grant and Use.
Upon paying the License Fee, Licensee is granted a non-exclusive, license to use the Intellectual Property.
3. Confidentiality.
Licensor considers, and Licensee agrees, that the Intellectual Property is the proprietary property of Licensor, or its third party licensor, and it shall remain confidential. Licensee agrees to treat the Intellectual Property as confidential unless it is disclosed to the general public domain by no fault of Licensee. Licensee shall take all reasonable precautions to maintain the confidentiality of Intellectual Property, but not less than that employed to protect its own proprietary and confidential information. Licensee shall not disclose the Intellectual Property to any third party without the prior written consent of Licensor.
4. Ownership.
Title to the Intellectual Property remains with Licensor, or the third party licensor. Licensee acquires no rights in the Intellectual Property except to use it with the hardware.
5. Assignment, Sale or Transfer.
Neither this Agreement nor any license granted hereunder may be assigned, sublicensed or transferred without Licensor’s prior written consent.
6. No Warranty.
If Licensee acquires the FAST Silent Cube from a Reseller or Distributor, any warranty obligations are governed by the agreement between this Reseller or Distributor and Licensee. Under this EULA, FAST does NOT GIVE ANY WARRANTIES WHETHER EXPRESSED, STATUTORY OR IMPLIED. THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE ARE SPECIFICALLY EXCLUDED.
7. Limitation of Liability.
LICENSOR SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, NOR FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE.
8. Patent, Copyright and Trade Secret Indemnity.
Except for Intellectual Property owned by a third party licensor, Licensor shall defend, at its expense, and will pay the costs and damages made in settlement or awarded as a result of any action brought against Licensee based on an infringement of the Intellectual Property furnished by Licensor on a patent or copyright, provided (i) Licensor is notified promptly by Licensee in writing of any such action or allegation of infringement; (ii) Licensee reasonably cooperates and gives Licensor assistance; (iii) Licensor shall have sole control of the defense of any such action and all negotiations for its settlement; and (iv) Licensee assigns and transfers to Licensor any claims against Reseller or Distributor that Licensee has purchased the Program from. If a final injunction shall be obtained against Licensee’s use of the Intellectual Property, or if in Licensor’s opinion any part of the Intellectual Property is likely to become the subject of a claim of such infringement, Licensor shall, at its expense, 1) procure for the Licensee the right to continue using the Intellectual Property, 2) replace or modify the same so that it becomes noninfringing, or terminate this Agreement and refund the License Fee on a depreciated (5-year straight line) basis. Licensor shall have no liability if the alleged infringement arises from 1) modifications made by Licensee or 2) a combination of the Intellectual Property and Licensee or third party programs or intellectual property. In such case, Licensee shall fully indemnify Licensor.
9. Sale of Hardware Equipment.
If Licensee desires to sell its purchased hardware equipment to a third party, Licensee shall notify Licensor in writing and may not transfer or provide Intellectual Property to the new purchaser without the prior agreement of Licensor. Agreement of Licensor shall be granted only if the new purchaser executes a Software License Agreement with Licensor.
10. Application of Law and Severability.
This Agreement shall be governed by German law; place of jurisdiction is Munich. If any provision of this Agreement is illegal, invalid, or void it shall be severable, and remaining provisions shall not be impaired.
(Version 10.2010)
