Galixsys Communicator Terms and Conditions
Software License Agreement and Terms and Conditions
This Software License Agreement (or “Agreement”) is a legal agreement between you (“You”, either an individual or entity) and Galixsys Networks LLC (“Galixsys”). The “Production Materials” subject to this Agreement include the enclosed, transmitted or downloaded software programs and documentation that accompany this Agreement and any “on-line” or electronic documentation associated with the software programs. By installing, copying or otherwise using the Production Materials, you agree to abide by the following provisions. This Agreement is used in conjunction with the Google Play Developer Distribution Agreement (or “Google ”), and all rights granted in this Agreement are contingent upon meeting the agreements by You.
This Agreement applies solely to the following software programs and files contained in the following achieve(s): Galixsys Communicator
This Agreement is displayed for You to read prior to using the Production Materials. If You do not accept or agree with these provisions then:
do not unzip, download, copy, install or otherwise use the Production Materials; and
return the Production Materials to Galixsys' designated representative.
Intellectual Property, Title and Limited License Grants – The Production materials contain copyrighted material, trade secrets and other proprietary information of Galixsys and are protected by copyright laws, international copyright treaties, and trade secret laws, as well as other intellectual property laws and treaties. The Production Materials are licensed, not sold to You, and can only be used in accordance with the terms of this Agreement. You agree that You will not mortgage, pledge or encumber the Production Materials in any way. Galixsys retains all title and ownership of the Production Materials, including all intellectual property rights in the Production Materials and all copies of the Production Materials.
a. Limited Installation License. Subject to the terms of this Agreement and those by Google, Galixsys grants to You a non-transferable, non-sub-licensable, non-exclusive, non-assignable, product line-specific, temporary, limited license to use the Production Materials solely and exclusively for installation into your final product in accordance with the terms of this Agreement. You agree that upon termination of this Agreement or expiration of the Production Period that You will destroy any and all copies of the Production Materials in your possession, custody or control and will provide to Galixsys' designated representative a written statement signed by You or your company’s authorized representative certifying such destruction.
b. Production or Distribution License. Subject to the terms of this Agreement and those by Google, Galixsys grants to You a non-transferable, non-sub-licensable, non-exclusive, non-assignable, product line-specific, temporary, limited license to use the Production Materials solely and exclusively for testing, evaluation, development and production purposes in accordance with the terms of this Agreement in your final product. Production Materials embedded in the final product created by You are granted an indefinite use license to the specific final product it is installed in, but may not be extracted, reversed engineered, copied or otherwise removed or copied from the final product to any other product, storage device, computer, network or any other medium.
No Other License. Notwithstanding anything to the contrary, nothing in this Agreement shall be construed as a license to any intellectual property rights of Galixsys other than those rights embodied in the software programs provided to You by Galixsys as part of the Production Materials. EXCEPT AS PROVIDED HEREIN, NO OTHER LICENSE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, BY ESTOPPEL OR OTHERWISE, TO ANY OTHER GALIXSYS' INTELLECTUAL PROPERTY RIGHTS IS GRANTED HEREIN.
e. Use Restrictions. You will not disclose the Production Materials, or any portion thereof, to any person other than those employees, consultants and contractors whose job performance directly requires access to the Production Materials. You will not copy, publish, disclose, provide, transfer or make available the Production Materials, or any portion thereof, to any third party. You will not sub-license, transfer or assign the Production Materials or Your rights under this Agreement to any third party. You will not use the Production Materials to produce a product serving the same or similar purpose as the the Production Materials and offered in competition with the Production Materials. You will not (a) incorporate, combine, or distribute the Production Materials, or any portions or derivatives thereof, with any Public Software, or (b) use Public Software in the development of any derivatives of the Production Materials, in such a way that would cause the Production Materials, or any portions thereof, to be subject to all or part of the license obligations or other intellectual property related terms with respect to such Public Software, including but not limited to, the obligations that the Production Materials, or any portions thereof, incorporated into, combined, or distributed with such Public Software (i) be disclosed or distributed in source code form, be licensed for the purpose of making derivatives of such software, or be redistributed free of charge, contrary to the terms and conditions of this Agreement, or (ii) be otherwise used or distributed in a manner contrary to the terms and conditions of this Agreement. As used herein, “Public Software” means any software that contains, or is derived in whole or in part from, any software distributed as open source software, including but not limited to software licensed under the following or similar models: (a) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL), (b) the Artistic License (e.g., PERL), (c) the Mozilla Public License, (d) the Netscape Public License, (e) the Sun Community Source License (SCSL), (f) the Sun Industry Standards Source License (SISL), (g) the Apache Server license, (h) QT Free Edition License, (i) IBM Public License, and (j) BitKeeper.
f. Intellectual Property Rights. You acknowledge and agree that the Production Materials contain copyrighted material, trade secrets and other proprietary information of Galixsys. To protect Galixsys' rights in the Production Materials, You agree that You will not de-compile, reverse engineer, disassemble or otherwise translate any of the software programs included with the Production Materials to a human-perceivable form nor permit any person or entity under Your employ or control to do so. In no event will You alter, remove or destroy any copyright or proprietary notice included in the Production Materials. Galixsys reserves all rights not specifically granted under this Agreement. You further acknowledge and agree that all fixes, modifications and improvements to the Production Materials conceived of or made by Galixsys that are based, either in whole or in part, on Your feedback, suggestions or recommendations are the exclusive property of Galixsys and all right, title and interest in and to all such fixes, modifications and improvements to the Production Materials will vest solely in Galixsys.
Warranties and Disclaimers
a. No Warranty of Production or Support. You acknowledge and agree that the Production Materials are provided to You “AS-IS” and that Galixsys is under no obligation to maintain or support the Production Materials or to assist You in Your use of the Production Materials. Nothing contained in this Agreement will be construed as a warranty or representation by Galixsys to maintain production of any hardware or software with which the Production Materials may be used or to otherwise support the Production Materials in any manner.
b. Disclaimers. Galixsys does not warrant that operation of the Production Materials will be error-free, or that the Production Materials will meet Your individual requirements. THE PRODUCTION MATERIALS ARE PROVIDED “AS IS” AND WITH ALL FAULTS. GALIXSYS MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PRODUCTION MATERIALS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADE SECRETS OR OTHER INTELLECTUAL PROPERTY RIGHTS. GALIXSYS DISCLAIMS ANY WARRANTY OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, AND NON-INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS WITH REGARD TO THE PRODUCTION MATERIALS OR YOUR USE OF THOSE MATERIALS. YOU AGREE TO USE YOUR INDEPENDENT ANALYSIS, EVALUATION, AND JUDGMENT IN THE USE OF THE PRODUCTION MATERIALS. FURTHER, THE PRODUCTION MATERIALS ARE NOT FAULT TOLERANT AND ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN OR WITH ONLINE CONTROL EQUIPMENT IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT FLIGHT CONTROL, AIRCRAFT NAVIGATION OR COMMUNICATIONS SYSTEMS, AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES, OR WEAPONS SYSTEMS, IN WHICH THE MALFUNCTION OR FAILURE OF THE PRODUCTION MATERIALS COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
The term “Confidential Information” shall mean the Production Materials, whether so marked or not, and any benchmarking results for the Production Materials. You agree that You will (i) use the Production Materials only in connection with fulfilling Your rights and obligations under this Agreement, and (ii) implement reasonable procedures to prohibit the disclosure, unauthorized duplication, misuse or removal of Galixsys' Confidential Information and will not disclose such Confidential Information to any third party, except as may be necessary and required in connection with the rights and obligations under this Agreement. Without limiting the foregoing, You agree to hold Galixsys' Confidential Information in confidence and to use at least the same procedures and degree of care that You use to prevent disclosure of Your own confidential information of like importance, but in no instance less than reasonable degree of care. You agree to obtain executed confidentiality agreements with Your employees, consultants and contractors having access to Galixsys' Confidential Information and to diligently take steps to enforce such agreements or be responsible for the actions of such employees, consultants and contractors in this respect. Employment agreements used in the normal course of business shall satisfy the requirements of this section. The obligations set forth in this Section (Confidential Information) will survive any expiration or termination of this Agreement for three (3) years after such expiration or termination.
Intellectual Property Indemnification Disclaimer
You acknowledge and agree that the Production Materials are based on industry recognized standards and software programs published by industry recognized standards bodies and that certain third parties claim to own patents and copyrights that cover implementation of those standards. You acknowledge and agree that this Agreement does not convey any license to any such third party patents, copyrights, and other intellectual property rights and that You are solely responsible for any intellectual property infringement claims that relate to Your use of the Production Materials.
YOU AGREE THAT GALIXSYS SHALL NOT BE LIABLE FOR AND SHALL NOT DEFEND OR INDEMNIFY YOU AGAINST ANY THIRD PARTY INFRINGEMENT CLAIM IN THE UNITED STATES OR ELSEWHERE THAT RELATES TO OR IS BASED ON YOUR USE OF THE PRODUCTION MATERIALS IN ANY MANNER. THE FOREGOING STATES GALIXSYS' ENTIRE LIABILITY WITH RESPECT TO INFRINGEMENT OF ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT UNDER THIS AGREEMENT AND IS IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, IN REGARD THERETO.
Term and Termination
Term. The term of this Agreement shall begin on the date you accept this Agreement’s terms and conditions, as well as all terms outlined in the Sales Contract, and is effective until terminated. You may terminate this Agreement at any time by written notice to Galixsys. Without prejudice to any other rights, if You fail to comply with the terms of this Agreement, Galixsys may terminate Your right to use the Production Materials.
Galixsys may terminate this Agreement on thirty (30) days written notice to You, at any time, for convenience. Upon termination of this Agreement, You will destroy any and all copies of the Production Materials in Your possession, custody or control, and provide Galixsys a written statement signed by You, or Your company’s authorized representative, certifying such destruction.
IN NO EVENT SHALL GALIXSYS BE LIABLE FOR ANY SPECIAL, INDIRECT, COLLATERAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, IN CONNECTION WITH OR ARISING OUT OF THE LICENSES GRANTED HEREIN, THIS AGREEMENT OR USE OF THE PRODUCTION MATERIALS, REGARDLESS OF WHETHER OR NOT GALIXSYS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, COST OF REMOVAL OR RE-INSTALLATION, OUTSIDE COMPUTER TIME, LABOR COSTS, LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF DATA, OR LOSS OF USE OR INTERRUPTION OF BUSINESS.
IN NO EVENT SHALL GALIXSYS' AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED FIVE HUNDRED DOLLARS ($500). The existence of more than one claim will not enlarge or extend these limits.
Governing Law, Jurisdiction and Severability. This Agreement will be governed by and interpreted in accordance with the laws of the State of Texas, U.S.A., without reference to that state’s conflict-of-laws principles. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, nor shall it be governed by the Uniform Computer Information Transactions Act. Any dispute arising out of or related to this Agreement will be brought in, and each party consents to non-exclusive jurisdiction and venue in, the state and federal courts sitting in Collin County, Texas, U.S.A. Each party waives all defenses of lack of personal jurisdiction and forum non-conveniens and agrees that process may be served on either party in a manner authorized by applicable law or court rule. If for any reason a court of competent jurisdiction finds any provision of the Agreement to be unenforceable, that provision will be enforced to the maximum extent possible to effectuate the intent of the parties and the remainder of the Agreement shall continue in full force and effect.
Export Control. You hereby acknowledge and agree that unless prior authorization is obtained from the United States Department of Commerce, neither You nor your agents will export, re-export, or release, directly or indirectly, any technology, software, or software source code (as defined in Part 772 of the Export Administration Regulations of the U.S. Department of Commerce (“EAR”)), received from Galixsys, or export, directly or indirectly, any direct product of such technology, software, or software source code (as defined in Part 734 of the EAR), to any destination or country to which the export, re-export or release of the technology, software, software source code, or direct product is prohibited by the EAR. You agree that none of the Licensed Materials may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria or any other country for 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 Denied Person List or Entity List. You represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list and you will not use or transfer the Licensed Materials for use in any sensitive nuclear, chemical or biological weapons, or missile technology end-uses unless authorized by the U.S. Government by regulation or specific license. The assurances provided for herein are furnished to Galixsys by You in compliance with Part 740 (Technology and Software Under Restriction) of the EAR.
Entire Agreement. This is the entire Agreement between You and Galixsys and supersedes any prior and contemporaneous agreements, understandings, negotiations and discussions between the parties related to the subject matter of this Agreement. Neither party shall be bound by any conditions, definitions, warranties, understandings, nor representations with respect to the subject matter hereof other than as expressly provided herein. These terms and conditions will prevail notwithstanding any different, conflicting or additional terms and conditions that may appear in any purchase order, acknowledgment or other writing not expressly incorporated into this Agreement. No amendment or modification of this Agreement will be effective unless in writing and signed by a duly authorized representative of Galixsys. You hereby warrant and represent that You have obtained all authorizations and other applicable consents required empowering you to enter into this Agreement and use the Production Materials.