Community Edition EULA

COMMUNITY EDITION SOFTWARE LICENSE AGREEMENT

This Software License Agreement (this “Agreement”) is agreement between Big Switch Networks, Inc. (“BSN”) and you.   These terms apply to the software with which they are distributed, including the media on which you received it, if any. The terms also apply to any updates, upgrades, supplements, and support services for the software that BSN may supply to you, unless other terms accompany those items. The software, including any such updates, upgrades or supplements and/or any accompanying documentation, is hereinafter referred to as the “BSN Software”).

The BSN Software is distributed with certain independent software that is licensed under an open source license (the “Open Source Software”). The Open Source Software is identified in BSN’s published documentation for the BSN Software and/or can be found at the following location on BSN’s website: http://www.bigswitch.com/OpenSourceComponents.  The Open Source Software is provided under the terms of the Open Source Software license agreement or copyright notice accompanying such Open Source Software as set forth in the Open Source license files accompanying the BSN Software or linked to via the foregoing website. Your use of the Open Source Software is subject to the terms and conditions of such license and you agree to indemnify, hold harmless and defend BSN and its licensors from and against any claims or suits, including attorneys' fees and expenses, which arise or result from any unauthorized or illegal use or distribution of the Open Source Software.  The following terms and conditions of this Agreement, including any representations or warranties set forth herein, do not apply to the Open Source Software.

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE BSN SOFTWARE. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT USE THE BSN SOFTWARE. BY USING THE SOFTWARE, YOU ACCEPT AND AGREE TO ABIDE BY THIS AGREEMENT.

BSN is willing to license the BSN Software to you only upon the condition that you accept all the terms contained in this Agreement.  If you download, install or use the BSN Software or any device that contains the BSN Software, then you have indicated that you understand this Agreement and accept all of its terms.  If you are accepting the terms of this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the terms of this Agreement, and, in such event, “you” and “your” will refer to that company or other legal entity. You agree to be solely responsible for the observance and compliance with all terms and conditions by your employees, contractors, service providers and agents and any other third party who has been permitted access to the Software as a result of your action or inaction. You agree to indemnify, hold harmless and defend BSN and its licensors from and against any claims or suits, including attorneys' fees and expenses, which arise or result from any unauthorized or illegal use or distribution of the BSN Software. If you do not accept all the terms of this Agreement, then BSN is unwilling to license the BSN Software to you, and you must return the BSN Software.

THIS AGREEMENT MAY ONLY BE SUPERSEDED BY A SEPARATE, WRITTEN AGREEMENT THAT HAS BEEN SIGNED BY A DULY AUTHORIZED REPRESENTATIVE OF BSN THAT EXPRESSLY REFERENCES AND SUPERSEDES THIS AGREEMENT.

1. Grant of License.  Conditioned upon your compliance with the terms and conditions of this Agreement, and the payment of all license fees when due, BSN grants you a non-exclusive and non-transferable perpetual license to:

a. If this Agreement is:

i.  delivered with BSN’s Big Cloud Fabric Software, to load, install, and run the executable form of the BSN Software on up to TWO hardware devices owned or solely controlled by you, or

ii.  is delivered with BSN’s Big Monitoring Fabric Software, to load, install, and run the executable form of the BSN Software on a SINGLE hardware device owned or solely controlled by you; and, in either case, only with the hardware and equipment listed in BSN’s Hardware Compatibility List for the “Community Versions” of such BSN Software and subject to any other restrictions set forth in BSN’s published documentation for such BSN Software; and

b. make a single copy of the BSN Software for backup purposes; provided that you reproduce on it all copyright and other proprietary notices that are on the original copy of the BSN Software. 

2. Restrictions.  Except as expressly specified in this Agreement, you may not: (a) copy (except in the course of loading or installing), modify, translate, merge or create derivative works of the BSN Software, including but not limited to adding new features or otherwise making adaptations that alter the functioning of the BSN Software; (b) disable or circumvent any licensing control feature in the BSN Software; (c) transfer, sublicense, lease, lend, rent or otherwise distribute the BSN Software to any third party; (d) make the functionality of the BSN Software available to multiple users through any means, including but not limited to by uploading the BSN Software to a network or file-sharing service or through any hosting, application services provider, service bureau, software-as-a-service (SaaS) or any other type of services; (e) disclose the results of any benchmarking of the BSN Software to third parties; (f) use the BSN Software to develop or enhance any product that competes, directly or indirectly, with the BSN Software; or (g) use the BSN Software in a manner that would violate any law applicable to you.  You acknowledge and agree that portions of the BSN Software, including but not limited to the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of BSN and its licensors.  Accordingly, you agree not to disassemble, decompile or reverse engineer the BSN Software, or otherwise attempt to access or determine its underlying source code, interface techniques or algorithms, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.

3. Ownership. The BSN Software, including all copies thereof, is licensed, not sold.  BSN reserves all rights in the BSN Software not expressly granted to you in this Agreement.  If BSN provides a copy of the BSN Software to you on tangible media, you own the media on which the BSN Software is recorded, but BSN retains ownership of the copy of the BSN Software, including all intellectual property rights therein. The BSN Software is protected by patent laws, copyright laws and international treaties.  You will not delete or in any manner alter the copyright, patent, trademark, and other proprietary rights notices or markings appearing on the BSN Software as delivered to you.  

4. Term.  The license granted under this Agreement remains in effect in perpetuity, unless earlier terminated in accordance with this Agreement.  You may terminate the license at any time by destroying all copies of the BSN Software in your possession or control.  The license granted under this Agreement will automatically terminate, with or without notice from BSN, if you breach any term of this Agreement.  Upon termination, you must, at BSN’s option, either promptly destroy or return to BSN all copies of the BSN Software in your possession or control. 

5. NO WARRANTY. THE SOFTWARE IS PROVIDED “AS-IS” WITHOUT INDEMNIFICATION, SUPPORT, OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED.  YOU ASSUME ALL RISK ASSOCIATED WITH ANY USE OF THE SOFTWARE.   BSN DOES NOT WARRANT THAT THE BSN SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE BSN SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ALL BSN SOFTWARE ERRORS WILL BE CORRECTED. BSN EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM BSN OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.  THE SOFTWARE IS NOT DESIGNED OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE WHERE THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY OR SIGNIFICANT PHYSICAL OR ENVIRONMENTAL DAMAGE.  USE OF THE SOFTWARE IN SUCH HIGH RISK ACTIVITIES IS NOT AUTHORIZED.

6. No Support. No support for the BSN Software is provided under this Agreement.   

7. Limitation of Liability.  BSN’S TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO USD$50.00.  IN NO EVENT WILL BSN BE LIABLE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, BUSINESS, PROFITS OR USE) OR FOR the cost of procuring substitute products ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SOFTWARE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT BSN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.  THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

8. U.S. Government End Users.  The BSN Software and BSN’s published documentation therefor are “commercial items” as that term is defined in FAR 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212 and DFARS 227.7202.  If the BSN Software and published documentation are being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, the U.S. Government’s rights in the BSN Software and BSN’s published documentation therefor will be only those specified in this Agreement. 

9. Export Law.  You agree to comply fully with all U.S. export laws and regulations to ensure that neither the BSN Software nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.

10. Audit.  You hereby grant BSN (or its agent) the right to perform an audit of your use of the BSN Software (including all records reasonably related to your use of the BSN Software) to verify your compliance with the terms of this Agreement.  You agree to cooperate with BSN in any such audit.  BSN will provide you with reasonable prior written notice of its intention to conduct such an audit and any such audit will be conducted during normal business hours and in such a manner as to minimize interference with your normal business operations.

Normal 0 false false false EN-US JA X-NONE /* Style Definitions */ table.MsoNormalTable {mso-style-name:"Table Normal"; mso-tstyle-rowband-size:0; mso-tstyle-colband-size:0; mso-style-noshow:yes; mso-style-priority:99; mso-style-parent:""; mso-padding-alt:0in 5.4pt 0in 5.4pt; mso-para-margin:0in; mso-para-margin-bottom:.0001pt; mso-pagination:widow-orphan; font-size:10.0pt; font-family:"Times New Roman"; border:none;} 12. General.  This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to or application of conflict of laws rules or principles.  The United Nations Convention on Contracts for the International Sale of Goods will not apply.  You may not assign or transfer this Agreement or any rights granted hereunder, by operation of law or otherwise, without BSN’s prior written consent, and any attempt by you to do so, without such consent, will be void.  Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.  All notices or approvals required or permitted under this Agreement will be in writing and delivered by confirmed facsimile transmission, by overnight delivery service, or by certified mail, and in each instance will be deemed given upon receipt.  All notices or approvals will be sent, in the case of BSN to: Big Switch Networks, Inc., 3965 Freedom Circle, Suite 300, Santa Clara, CA 95054 Attn: Legal Department, and in your case, to the addresses provided by you at the time you downloaded or otherwise obtained the BSN Software; or to such other address as may be specified by either party to the other in accordance with this section.  The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.  Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives of both parties.  If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible, and the other provisions will remain in full force and effect.  This Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings or communications between the parties, oral or written, regarding its subject matter, unless you and BSN have executed a separate agreement.  Any terms or conditions contained in any ordering document, including any document related to the purchase of hardware devices for use in connection with the BSN Software, that are inconsistent with or in addition to the terms and conditions of this Agreement are hereby rejected by BSN with respect to the BSN Software and will be deemed null and void with respect to your use thereof and your rights hereun

Commercial EULA

SOFTWARE LICENSE AGREEMENT

This Software License Agreement (this “Agreement”) is agreement between Big Switch Networks, Inc. (“BSN”) and you.   These terms apply to the software with which they are distributed, including the media on which you received it, if any. The terms also apply to any updates, upgrades, supplements, and support services for the software that BSN may supply to you, unless other terms accompany those items. The software, including any such updates, upgrades or supplements and/or any accompanying documentation, is hereinafter referred to as the “BSN Software”).

 

The BSN Software is distributed with certain independent software that is licensed under an open source license (the “Open Source Software”). The Open Source Software is identified in BSN’s published documentation for the BSN Software and/or can be found at the following location on BSN’s website: http://www.bigswitch.com/go-open. The Open Source Software is provided under the terms of the Open Source Software license agreement or copyright notice accompanying such Open Source Software as set forth in the Open Source license files accompanying the BSN Software or linked to via the foregoing website. Your use of the Open Source Software is subject to the terms and conditions of such license and you agree to indemnify, hold harmless and defend BSN and its licensors from and against any claims or suits, including attorneys' fees and expenses, which arise or result from any unauthorized or illegal use or distribution of the Open Source Software. The following terms and conditions of this Agreement, including any representations or warranties set forth herein, do not apply to the Open Source Software.

 

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE BSN SOFTWARE. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT USE THE BSN SOFTWARE. BY USING THE SOFTWARE, YOU ACCEPT AND AGREE TO ABIDE BY THIS AGREEMENT.

 

BSN is willing to license the BSN Software to you only upon the condition that you accept all the terms contained in this Agreement. If you download, install or use the BSN Software or any device that contains the BSN Software, then you have indicated that you understand this Agreement and accept all of its terms. If you are accepting the terms of this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the terms of this Agreement, and, in such event, “you” and “your” will refer to that company or other legal entity. You agree to be solely responsible for the observance and compliance with all terms and conditions by your employees, contractors, service providers and agents and any other third party who has been permitted access to the Software as a result of your action or inaction. You agree to indemnify, hold harmless and defend BSN and its licensors from and against any claims or suits, including attorneys' fees and expenses, which arise or result from any unauthorized or illegal use or distribution of the BSN Software. If you do not accept all the terms of this Agreement, then BSN is unwilling to license the BSN Software to you, and you must return the BSN Software (and if the BSN Software has been made available to you as part of another product, you must return the entire product) for a full refund, if you have paid for the license to the BSN Software, or, if BSN has made the BSN Software available to you without charge, you must destroy all copies of the BSN Software. Your right to return the BSN Software for a refund expires 30 days after the date of delivery.

 

THIS AGREEMENT MAY ONLY BE SUPERSEDED BY A SEPARATE, WRITTEN AGREEMENT THAT HAS BEEN SIGNED BY A DULY AUTHORIZED REPRESENTATIVE OF BSN THAT EXPRESSLY REFERENCES AND SUPERSEDES THIS AGREEMENT.

 

  1. Grant of License. Conditioned upon your compliance with the terms and conditions of this Agreement, and the payment of all license fees when due, BSN grants you a non-exclusive and non-transferable license to load, install, and run the executable form of the BSN Software for the term specified in Section 4 below solely for internal business purposes and subject further to the following restrictions:

 

                   (a)    If the BSN Software has been provided as part of a device that contains the BSN Software, you may use the BSN Software only on that device; otherwise, you may use the BSN Software only on as many computers, devices or in such configurations to which you are entitled, as specified in the applicable ordering document, or, if not specified in such ordering document, on a single computer or device;

                   (b)   You may use the BSN Software only with the hardware and equipment listed in BSN’s Hardware Compatibility List for such BSN Software and subject to any other restrictions set forth in BSN’s published documentation for the BSN Software; and

(c)               You may make a single copy of the BSN Software for backup purposes; provided that you reproduce on it all copyright and other proprietary notices that are on the original copy of the BSN Software. BSN reserves all rights in the BSN Software not expressly granted to you in this Agreement.

 

  1. Restrictions. Except as expressly specified in this Agreement, you may not: (a) copy (except in the course of loading or installing), modify, translate, merge or create derivative works of the BSN Software, including but not limited to adding new features or otherwise making adaptations that alter the functioning of the BSN Software; (b) disable or circumvent any licensing control feature in the BSN Software; (c) transfer, sublicense, lease, lend, rent or otherwise distribute the BSN Software to any third party; (d) make the functionality of the BSN Software available to multiple users through any means, including but not limited to by uploading the BSN Software to a network or file-sharing service or through any hosting, application services provider, service bureau, software-as-a-service (SaaS) or any other type of services; (e) disclose the results of any benchmarking of the BSN Software to third parties; (f) use the BSN Software to develop or enhance any product that competes, directly or indirectly, with the BSN Software; or (g) use the BSN Software in a manner that would violate any law applicable to you. You acknowledge and agree that portions of the BSN Software, including but not limited to the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of BSN and its licensors. Accordingly, you agree not to disassemble, decompile or reverse engineer the BSN Software, or otherwise attempt to access or determine its underlying source code, interface techniques or algorithms, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.

 

  1. Ownership. The BSN Software, including all copies thereof, is licensed, not sold. If BSN provides a copy of the BSN Software to you on tangible media, you own the media on which the BSN Software is recorded, but BSN retains ownership of the copy of the BSN Software, including all intellectual property rights therein. The BSN Software is protected by patent laws, copyright laws and international treaties. You will not delete or in any manner alter the copyright, patent, trademark, and other proprietary rights notices or markings appearing on the BSN Software as delivered to you.
  2. Term. The license granted under this Agreement remains in effect for the period stated in the applicable ordering documentation, unless earlier terminated in accordance with this Agreement. You may terminate the license at any time by destroying all copies of the BSN Software in your possession or control. The license granted under this Agreement will automatically terminate, with or without notice from BSN, if you breach any term of this Agreement. Upon termination, you must, at BSN’s option, either promptly destroy or return to BSN all copies of the BSN Software in your possession or control.

 

  1. Limited Warranty. Unless otherwise specified in the applicable ordering document, BSN warrants that, for one year following the date of delivery, the BSN Software will perform in all material respects in accordance with its published documentation. As your sole and exclusive remedy and BSN’s entire liability for any breach of this limited warranty, BSN will at its option and expense promptly correct or replace the BSN Software so that it conforms to this limited warranty. The limited warranty set forth herein: (a) does not apply to the extent that BSN provides you with the BSN Software (or portions of the BSN Software) for beta, evaluation, testing or demonstration purposes; and (b) is void if the BSN Software or any accompanying equipment or hardware purchased from BSN or an authorized BSN reseller on or in connection with which the BSN Software is used: (i) has been altered, except by BSN, (ii) has not been installed, operated, repaired or maintained in accordance with instructions supplied by BSN in the accompanying documentation or (iii) has been subjected to unreasonable physical, thermal or electrical stress, misuse, negligence or accident.

 

  1. DISCLAIMER. BSN does not warrant that the BSN Software will meet your requirements, that the operation of the BSN Software will be error-free or uninterrupted, or that all BSN Software errors will be corrected. THE LIMITED WARRANTY SET FORTH IN SECTION 5 IS IN LIEU OF AND BSN EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM BSN OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. THE SOFTWARE IS NOT DESIGNED OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE WHERE THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY OR SIGNIFICANT PHYSICAL OR ENVIRONMENTAL DAMAGE. USE OF THE SOFTWARE IN SUCH HIGH RISK ACTIVITIES IS NOT AUTHORIZED.

 

  1. Limitation of Liability. BSN’S TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO THE AMOUNTS PAID TO BSN BY YOU FOR THE USE OF THE SOFTWARE OR, IN THE EVENT THAT BSN HAS MADE THE SOFTWARE AVAILABLE TO YOU WITHOUT CHARGE, BSN’S TOTAL LIABILITY WILL BE LIMITED TO USD$500. IN NO EVENT WILL BSN BE LIABLE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, BUSINESS, PROFITS OR USE) OR FOR the cost of procuring substitute products ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SOFTWARE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT BSN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

 

  1. U.S. Government End Users. The BSN Software and BSN’s published documentation therefor are “commercial items” as that term is defined in FAR 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212 and DFARS 227.7202. If the BSN Software and published documentation are being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, the U.S. Government’s rights in the BSN Software and BSN’s published documentation therefor will be only those specified in this Agreement.

 

  1. Export Law. You agree to comply fully with all U.S. export laws and regulations to ensure that neither the BSN Software nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.

 

  1. Audit. You hereby grant BSN (or its agent) the right to perform an audit of your use of the BSN Software (including all records reasonably related to your use of the BSN Software) to verify your compliance with the terms of this Agreement. You agree to cooperate with BSN in any such audit. BSN will provide you with reasonable prior written notice of its intention to conduct such an audit and any such audit will be conducted during normal business hours and in such a manner as to minimize interference with your normal business operations.

 

  1. Evaluation, Beta, and NFR Licenses. If you receive a license to the BSN Software that is identified by BSN as an Evaluation License or Beta License, then the following additional limitations apply to your license: unless otherwise authorized by BSN in writing, your use of the BSN Software is only permitted for a term of sixty days in an internal non-production environment (testing and evaluation only).  If you a receive a license to the BSN Software that is identified by BSN as a Not-For-Resale (“NFR”) license, then the following additional limitations apply to your license: your use of the Product is: (i) only permitted for no more than three instances on hardware owned or solely controlled by you, while you are a partner in good standing under the applicable BSN partner program that made you eligible to receive the NFR license; and (ii) limited to product demonstrations, tests, and training only (no production, information processing or infrastructure use allowed).  Notwithstanding anything to the contrary, Evaluation, Beta License, and NFR licensed Products are provided “AS-IS” without indemnification, support, or warranties of any kind, expressed or implied.  You assume all risk associated with any use of Evaluation, Beta License, and NFR licensed Products.  Evaluation, Beta License, and NFR licensed Products are loaned/leased and are not sold; all hardware products containing the BSN Software must be returned to BSN and all Software must be uninstalled and/or destroyed from all media in your possession at the termination of the applicable license period.

 

  1. General. This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to or application of conflict of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply. You may not assign or transfer this Agreement or any rights granted hereunder, by operation of law or otherwise, without BSN’s prior written consent, and any attempt by you to do so, without such consent, will be void. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. All notices or approvals required or permitted under this Agreement will be in writing and delivered by confirmed facsimile transmission, by overnight delivery service, or by certified mail, and in each instance will be deemed given upon receipt. All notices or approvals will be sent to the addresses set forth in the applicable ordering document or invoice or to such other address as may be specified by either party to the other in accordance with this section. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible, and the other provisions will remain in full force and effect. This Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings or communications between the parties, oral or written, regarding its subject matter, unless you and BSN have executed a separate agreement. Any terms or conditions contained in your purchase order or other ordering document that are inconsistent with or in addition to the terms and conditions of this Agreement are hereby rejected by BSN and will be deemed null and void.