End-User License Agreement (EULA)
IMPORTANT-READ CAREFULLY: THIS END-USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) AND IKANOS COMMUNICATIONS, INC. ("IKANOS") FOR IKANOS SOFTWARE ("THE SOFTWARE PRODUCT(S)") WHICH MAY INCLUDE ASSOCIATED SOFTWARE COMPONENTS, MEDIA, PRINTED MATERIALS, AND "ONLINE" OR ELECTRONIC DOCUMENTATION (COLLECTIVELY, THE "SOFTWARE PRODUCT"). THE SOFTWARE PRODUCT IS LICENSED, NOT SOLD. IKANOS MAY LICENSE CERTAIN COMPONANTS OF THE SOFTWARE PRODUCTS PURSUANT TO A LICENSE AGREEMENT BETWEEN IKANOS AND ONE OR MORE THIRD-PARTY LICENSORS. SUCH THIRD PARTY LICENSORS SHALL BE THIRD PARTY BENEFICIARIES TO THIS EULA AS SET FORTH HEREIN BELOW. BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT INSTALL OR USE THE SOFTWARE PRODUCT.
1. GRANT OF LICENSE
The SOFTWARE PRODUCT is provided in object code form only. Subject to the terms and conditions of this EULA, IKANOS grants you a non-exclusive, non-transferable license to install and use copies of the SOFTWARE PRODUCT in the form provided, without further development, modification or addition on a single computer running a validly licensed copy of the operating system for which the SOFTWARE PRODUCT was designed and solely for use with Ikanos hardware products and not as a standalone product or technology. You acknowledge that IKANOS has granted this license to you for mutual consideration arising out of your relationship with IKANOS. This license is restricted to your personal use. This license permits you to make one or more copies of the SOFTWARE PRODUCT for backup or archival purposes only. You are acquiring no right to use, and shall not use, without IKANOS' prior written consent, the names, characters, artwork, designs, trade names, copyrighted materials, trademarks or service marks of IKANOS and its subsidiaries, affiliates, agents, vendors, and licensors.
2. RESTRICTIONS ON USE
You shall not: (a) use, copy, merge or transfer copies of the SOFTWARE PRODUCT, except as specifically authorized in this EULA; (b) use the SOFTWARE PRODUCT on more than one computer; (c) use the backup or archival copy of the SOFTWARE PRODUCT (or permit any third party to use such copy) for any purpose other than to replace the original copy in the event that it is destroyed or becomes defective; (d) rent, lease, sublicense, distribute, transfer, copy, modify or timeshare the SOFTWARE PRODUCT or any of your rights under this EULA, except as expressly authorized in this EULA; (e) create derivative works based on the Licensed Application Software; (f) provide unauthorized third parties with access to or use of the SOFTWARE PRODUCT; (g) reverse engineer, disassemble, decompile or otherwise attempt to access the source code of the SOFTWARE PRODUCT, except and only to the extent that such activity is expressly permitted by applicable law; or (h) use the SOFTWARE PRODUCT after any expiration, termination or cancellation of this EULA or the license granted herein.
3. TRANSFER OF THE SOFTWARE PRODUCT
You may permanently transfer the license and all copies of the SOFTWARE PRODUCT to a transferee third party, provided that the transferee agrees to comply with all of the terms and conditions of this EULA at the time of such transfer.
4. OWNERSHIP The SOFTWARE PRODUCT
is licensed, not sold, to you for use only upon the terms of this EULA. IKANOS and its licensors reserve all rights not expressly granted to you. Ikanos retains ownership of all copies of the SOFTWARE PRODUCT and except for the limited rights granted herein, Ikanos shall own all rights, title and interest in and to any and all copies thereof, including all Intellectual Property Rights therein. No license or right is granted, by implication, estoppel or otherwise, to you or to any third party under any of Ikanos' Intellectual Property Rights in the SOFTWARE PRODUCT, except for the licenses and rights expressly granted in this Agreement. You must reproduce the copyright and all other proprietary notices displayed on all copies of the SOFTWARE PRODUCT. The SOFTWARE PRODUCT is protected by U.S. copyright laws and international treaties, and the unauthorized reproduction or distribution thereof is subject to civil and criminal penalties.
5. TERM AND TERMINATION
The term of this EULA and the license granted to you will continue until it is terminated as provided in this Section or until you transfer the SOFTWARE PRODUCT as permitted in Section 3 (Transfer of the SOFTWARE PRODUCT), whichever occurs first. Without prejudice to any other rights IKANOS may have, this EULA will terminate automatically in the event you violate any provision herein. You may terminate or cancel the license granted by discontinuing use of the SOFTWARE PRODUCT. In the event of termination, for any reason, you shall delete the SOFTWARE PRODUCT from your computer(s) and either destroy any tangible media containing the SOFTWARE PRODUCT or return it to Ikanos. You shall not be entitled to any refund or other money upon termination of the license, no matter what the reason.
6. EXCLUSIVE REMEDY AND DISCLAIMER OF WARRANTIES
THE SOFTWARE PRODUCTS ARE PROVIDED "AS IS," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. ALL WARRANTIES ARE DISCLAIMED, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, OR THAT THE SOFTWARE PRODUCT'S FUNCTIONS WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE SOFTWARE PRODUCTS WILL BE VIRUS FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE PRODUCT IS WITH YOU. THIS DISCLAIMER APPLIES TO AND IS FOR THE BENEFIT OF IKANOS AND ITS SUBSIDIARIES, AFFILIATES, AGENTS, VENDORS, THIRD PARTIES, AND LICENSORS.
7. LIMITATION OF LIABILITY
To the maximum extent permitted by applicable law, in no event shall IKANOS be liable for any punitive, exemplary, special, incidental, direct, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the SOFTWARE PRODUCT or the provision of or failure to provide support services, even if IKANOS has been advised of the possibility of such damages. In no event shall IKANOS' liability for any damages, regardless of kind or type, to you or any other person exceed US $100.00. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to you. For purposes of this section, the term IKANOS shall include IKANOS, its subsidiaries, affiliates, joint venturers, and third party vendors and licensors.
8. EXPORT RESTRICTIONS
The SOFTWARE PRODUCT and its underlying technology are subject to U.S. government export controls contained in the Export Administration Regulations. Export or distribution to the following countries, or to nationals or residents of the following countries, is prohibited: Cuba, Iran, Iraq, Libya, North Korea, Sudan, and Syria. Prohibited countries are subject to change.
9. ENTIRE AGREEMENT
This EULA constitutes the entire agreement between you and IKANOS. You understand and agree that IKANOS may revise the terms and conditions of this EULA at any time, and you agree to be bound by future revisions. It is your responsibility to visit the "Electronic Agreements" link located at (www.ikanos.com/sales/termsandconditions/eula.html) at the bottom of the SOFTWARE PRODUCT log-on panel periodically to review the most current terms and conditions of the EULA. Use of the SOFTWARE PRODUCT after the effective date of the changes, as specified in the notice or on the Electronic Agreements page, will constitute your consent to the changes. No failure on the part of any party to exercise and no delay in exercising, any right, power, or remedy under this EULA will operate as a waiver thereof, nor will any single or partial exercise of any right under this EULA preclude any other or further exercise thereof or the exercise of any other right. No vendor, distributor, dealer, retailer or other person is authorized to modify this EULA or to make any representation or warranty concerning the SOFTWARE PRODUCT other than those specifically set forth in this EULA.
10. GENERAL
If any provisions of this EULA are invalid under applicable law, they shall be enforced to the maximum permissible extent to effect the intent of the parties, and the remaining provisions will remain in full force and effect. This EULA and performance hereunder will be governed by and construed in accordance with the laws of the State of California without reference to choice of law principles. You agree that all actions or proceedings arising in connection with this EULA shall be tried and litigated exclusively in the state and federal courts located in Santa Clara County, California. The following provisions shall survive termination or expiration of this EULA: Sections 4 (Ownership), 5 (Termination and Termination), 6 (Exclusive Remedy and Disclaimer of Warranties), 7 (Limitation of Liability), 9 (Entire Agreement), and 10 (General). IKANOS' subsidiaries, affiliates, joint venturers, third party vendors, and licensors are intended third party beneficiaries of this EULA.