End User License Agreement - Nortek Security & Control e3 Series

IMPORTANT: THIS SOFTWARE END USER LICENSE AGREEMENT (“EULA”) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR, IF PURCHASED OR OTHERWISE ACQUIRED BY OR FOR AN ENTITY, AN ENTITY) AND NORTEK SECURITY & CONTROL LLC. READ IT CAREFULLY BEFORE USING THE SOFTWARE. IT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY 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 USE THE SOFTWARE.

1.   Definitions
    1. “Nortek Security & Control” means Nortek Security & Control LLC.
    2. “Product” means only the Nortek Security &Control e3 Series and other Nortek Security & Control products.
    3. “Software” means only the Nortek Security & Control software program(s) and third party software programs, in each case, provided by Nortek Security & Control in connection with the Products, and may include corresponding documentation, associated media, printed materials, and online or electronic documentation, and all updates or upgrades of  the above that are provided tor you.

2.   License Grants

    1. You may use the Software on an e3 Series product; provided, however, that, notwithstanding anything contrary contained herein, you may not use the Software on any non-Nortek Security & Control product or device, including, but not limited to, mobile devices, internet appliances, set top boxes (STB), home automation systems or any other consumer electronics devices. You may upgrade the Software on an Nortek Security& Control e3 Series product following procedures authorized by Nortek Security & Control.
    2. You agree that Nortek Security & Control may audit your use of the Software for compliance with these terms at any time,upon reasonable notice.In the event that such audit reveals any use of the Software by you other than in full compliance with the terms of this Agreement, you shall reimburse Nortek Security & Control for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance.
    3. Your license rights under this EULA are non-exclusive.

3.   License Restrictions
    1. You may not  make or distribute copies of the Software, or electronically transfer the Software from a Nortek Security & Control product to another Nortek Security & Control product, or to a computer or over a network.
    2. 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.
    3. You may not sell, rent, lease, or sublicense the Software.
    4. You may not modify the Software or create derivative works based upon the Software.
    5. You may not export the Software into any country prohibited by the United States Export Administration Act and the regulations thereunder.
    6. In the event that you fail to comply with this EULA, Nortek Security & Control may terminate the license and you must stop using this Software and stop operating the Nortek Security &Control e3 Series product (with all other rights of both parties and all other provisions of this EULA surviving any such termination).
    7. You shall not use the Software to develop any software or other technology having the same primary function as the Software, including but not limited to using the Software in any development or test procedure that seeks to develop like software or other technology, to determine communications protocols used by the Nortek Security & Control e3 Series Product or to determine if such software or other technology performs in a similar manner as the Software.
    8. You may not extract any JavaScript from the Software and use it in some other application.

4.   Ownership
The foregoing license gives you limited license to use the Software. Nortek Security & Control and its licensors and suppliers retain all right, title and interest, including all copyright and intellectual property rights, in and to, the Software and all copies thereof. All rights not specifically granted in this EULA, including Federal and International Copyrights, are reserved by Nortek Security &Control and its suppliers.

5.   WARRANTY DISCLAIMER
    1. THE SOFTWARE IS PROVIDED TOYOU ON AN “AS-IS” BASIS. NORTEK SECURITY & CONTROL PROVIDES NO TECHNICAL SUPPORT,WARRANTIES OR REMEDIES FOR THE SOFTWARE.
    2. NORTEK SECURITY & CONTROL AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALSO,THERE IS NO WARRANTY OF NON-INFRINGEMENT AND TITLE OR QUIET ENJOYMENT. NORTEK SECURITY
& CONTROL DOES NOT WARRANT THAT THE SOFTWARE IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. NO RIGHTS OR REMEDIES REFERRED TO IN ARTICLE 2A OF THE UCC WILL BE CONFERRED ON YOU UNLESS EXPRESSLY GRANTED HEREIN. THE SOFTWARE IS NOT FAULT TOLERANT, AND IS NOT DESIGNED, INTENDED OR LICENSED FOR SECURITY SYSTEMS USE OR ANY OTHER 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. NORTEK SECURITY & CONTROL SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.
    3. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY(90) DAYS FROM THE DATE OF DELIVERY.
    4. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY NORTEK SECURITY & CONTROL, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN.
    5. (USA only) SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
    6. NORTEK SECURITY & CONTROL SHALL HAVE NO RESPONSIBILITY IF THE SOFTWARE HAS BEEN ALTERED IN ANY WAY,OR FOR ANY FAILURE THAT ARISES OUT OF USE OF THE SOFTWARE WITH OTHER THAN A RECOMMENDED HARDWARE CONFIGURATION.

Restrictions. This warranty does not apply to any Nortek Security & Control Products that:(a) have been altered, except by Nortek Security & Control or with the written permission of Nortek Security & Control, (b) have not been installed, operated, repaired, or maintained in accordance with instructions supplied by Nortek Security
& Control, (c) have been subjected to abnormal physical or electrical stress, misuse, negligence, or accident, (d) are licensed, for beta, evaluation, testing or demonstration purposes; or (e) are systems for which Nortek Security &Control has not received a payment of purchase price or license fee.

6.   LIMITATION OF LIABILITY
    1. NEITHER NORTEK SECURITY & CONTROL NOR ITS LICENSORS OR SUPPLIERS 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 NORTEK SECURITY & CONTROL 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.
    2. NORTEK SECURITY & CONTROL’S AND IT’S LICENSORS AND SUPPLIERS TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGESF OR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SOFTWARE THAT CAUSED SUCH DAMAGE.
    3. (USA only) SOME STATES DO NOT ALLOWTHE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
    4. THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO ALL ASPECTS OF THIS EULA. The Warranty Disclaimer and Limited Liability set forth above inure to the benefit of Nortek Security &Control’s
licensors and suppliers.

7.   Software Transfer Allowed But With Restrictions.

You may permanently transfer rights under this EULA only as part of a permanent sale or transfer of the Nortek Security & Control product, and only if the recipient agrees to this EULA. If the Software is an upgrade, any transfer must also include all prior versions of the Software.

8.   U.S. GOVERNMENT RESTRICTED RIGHTS LEGEND.
This Software and the documentation are provided with “RESTRICTED RIGHTS” applicable to private and public licenses alike. Without limiting the foregoing, use, duplication, or disclosure by the US Government is subject to restrictions as set forth in this EULA and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS252.227-7013 (c)(1)(ii)(OCT 1988), FAR12.212(a)(1995), FAR52.227-19, or FAR52.227-14, as applicable. Manufacturer: Nortek Security & Control LLC, 1950 Camino Vida Roble, Suite 150, Carlsbad, CA92008-6517.

9.   (Outside of the USA) 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, i.e., a person acquiring ooods otherwise than in the course of a business.
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.

10.  Third Party Software
The Software may contain third party software which requires notices and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions are listed below and are made a part of and incorporated by reference into this EULA. By accepting this EULA, you are also accepting the additional terms and conditions, if any, set forth therein.

11.  General

This EULA shall be governed by the laws of the appropriate United States jurisdiction, without giving effect to principles of conflict of laws. In each case this EULA shall be construed and enforced without regard to the United Nations Convention on the International Sale of Goods.
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 here under shall be of no effect. The failure or delay of Nortek Security
& Control 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.

No Nortek Security & Control dealer, agent or employee is authorized to make any amendment to this EULA. If any provision of this EULA shall 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.

All questions concerning this EULA shall be directed to: Nortek Security & Control 1950 CaminoVida Roble, Suite150, Carlsbad, CA92008-6517
Nortek Security & Control and other trademarks contained in the Software are trademarks or registered trademarks of Nortek Security &Control LLC or its affiliates in the United States and/or other countries.

All rights strictly reserved. No part of this document may be reproduced, copied, adapted, or transmitted in any form or by any means without written permission fromNortek Security &Control LLC.

Corporate Office
Nortek Security &Control LLC
1950 CaminoVida Roble, Suite 150
Carlsbad, CA92008-6517
Tel: (800) 421-1587 / 760-438-7000
Fax: (800) 468-1340 / 760-931-1340
Technical Support
Tel: (800) 421-1587
Hours: 5:00 AM to 4:30 PM Pacific Time, Monday – Friday
Copyright ©2015 Nortek Security &Control LLC