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C•CURE End User License Agreement with Hardware Flexibility License Option (EULA)

Copyright © 2020 Johnson Controls. All rights reserved.
IMPORTANT - READ THIS END-USER LICENSE AGREEMENT ("EULA") CAREFULLY BEFORE OPENING THE DISK PACKAGE, DOWNLOADING THE SOFTWARE OR INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE.

THIS EULA IS A LEGAL AGREEMENT BETWEEN YOU AND SENSORMATIC ELECTRONICS, LLC ("TYCO"), AND GOVERNS YOUR USE OF THE SOFTWARE ACCOMPANYING THIS EULA WHICH SOFTWARE INCLUDES COMPUTER SOFTWARE AND MAY INCLUDE MEDIA, PRINTED MATERIALS, AND "ON-LINE" OR ELECTRONIC DOCUMENTATION (COLLECTIVELY, THE "SOFTWARE"). BY BREAKING THE SEAL ON THIS PACKAGE, DOWNLOADING THE SOFTWARE OR INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS EULA, DO NOT OPEN, DOWNLOAD, INSTALL, COPY OR OTHERWISE USE THE SOFTWARE


  1. SCOPE OF LICENSE. The Software may include computer code, program files and any associated media, hardware or software keys, printed material and electronic documentation. The Software may be provided to you pre-installed on a storage device (the media) as part of a computer system or other hardware or device ("System"). The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. All title and intellectual property rights in and to the Software (including but not limited to any images, photographs, and text incorporated into the Software), the accompanying printed materials, and any copies of the Software, are owned by Tyco and/or its suppliers. The Software is licensed, not sold. All rights not expressly granted under this EULA are reserved by Tyco and its suppliers.
  2. GRANT OF LICENSE. This EULA grants you the following rights on a non-exclusive basis:
    • a. General. This EULA permits you to use the Software for which you have purchased this EULA. Once you have purchased licenses for the number of copies of the Software that you require, you may use the Software and accompanying material provided that you install and use no more than the licensed number of copies at one time. The Software is only licensed for use with specified Tyco-supplied Systems. If the Software is protected by a software or hardware key or other device, the Software may be used on any computer on which the key is installed. If the key locks the Software to a particular System, the Software may only be used on that System.
    • b. Locally Stored Components. The Software may include a software code component that may be stored and operated locally on one or more devices. Once you have paid the required license fees for these devices (as determined by Tyco in its sole discretion), you may install and/or use one copy of such component of the Software on each of the devices as licensed by Tyco. You may then use, access, display, run or otherwise interact with ("use") such component of the Software in connection with operating the device on which it is installed solely in the manner set forth in any accompanying documentation or, in the absence of such, solely in the manner contemplated by the nature of the Software.
    • c. Remotely Stored Components. The Software may also include a software code component for operating one or more devices remotely. You may install and/or use one copy of such component of the Software on a remote storage device on an internal network with all of the devices and may operate such component with each device over the internal network solely in the manner set forth in any accompanying documentation or, in the absence of such, solely in the manner contemplated by the nature of the Software; provided however, you must still acquire the required number of licenses for each of the devices with which such component is to be operated.
    • d. Embedded Software/Firmware. The Software may also include a software code component that is resident in a device as provided by Tyco for operating that device. You may use such component of the Software solely in connection with the use of that device, but may not retrieve, copy or otherwise transfer that software component to any other media or device without Tyco's express prior written authorization.
    • e. Backup Copy. You may make a back-up copy of the Software (other than embedded software) solely for archival purposes, which copy may only be used to replace a component of the Software for which you have current valid license. Except as expressly provided in this EULA, you may not otherwise make copies of the Software, including the printed materials.
  3. OTHER RIGHTS AND LIMITATIONS. Your use of the Software is subject to the following additional limitations. Failure to comply with any of these restrictions will result in automatic termination of this EULA and will make available to Tyco other legal remedies.
    • a. Limitations on Reverse Engineering and Derivative Works. You may not reverse engineer, decompile, or disassemble the Software, and any attempt to do so shall immediately terminate this EULA - except and only to the extent that such activity may be expressly permitted, notwithstanding this limitation, either by applicable law or, in the case of open source software, the applicable open source license. You may not make any changes or modifications to any portion of the Software, or create any derivative works, without the written permission of an officer of Tyco (except as provided in Section 3(f) of this EULA with respect to "open source" software). You may not remove any proprietary notices, marks or labels from the Software. You shall institute reasonable measures to ensure compliance with the terms and conditions of this EULA by your personnel and agents.
    • b. Copyright Notices. You must maintain all copyright notices on all copies of the Software.
    • c. Transfer. You may only transfer your rights under this EULA (i) as part of a permanent sale or transfer of all of the devices for which the Software is licensed as applicable; (ii) if you transfer all of the Software (including all component parts, the media and printed materials, any upgrades and this EULA); (iii) if you do not retain any copies of any portion of the Software; (iv) if the recipient agrees to the terms of this EULA; and (v) if the Software is an upgrade, such transfer must also include all prior versions of the Software. You agree that failure to meet all of these conditions renders such transfer null and void.
    • d. Termination. Without prejudice to any other rights, Tyco may terminate this EULA if you fail to comply with the terms and conditions herein. In such event, you must immediately destroy all copies of the Software and all of its component parts. To the extent the Software is embedded in hardware or firmware, you will provide prompt access to Tyco or its representative to remove or lock Software features or functionality as Tyco determines.
    • e. Subsequent EULA. Tyco may also supersede this EULA with a subsequent EULA pursuant to providing you with any future component, release, upgrade or other modification or addition to the Software. Similarly, to the extent that the terms of this EULA conflict with any prior EULA or other agreement between you and Tyco regarding the Software, the terms of this EULA shall prevail.
    • f. Incorporation of "Open Source" and other Third Party Software. Portions of the Software may be subject to certain third party license agreements governing the use, copying, modification, redistribution and warranty of those portions of the Software, including what is commonly known as "open source" software. Such portions of the Software are governed solely by the terms of such other license, and no warranty is provided under this License for open source software. By using the Software you are also agreeing to be bound to the terms of such third party licenses. If provided for in the applicable third party license, you may have a right to reverse engineer such software or receive source code for such software for use and distribution in any program that you create, so long as you in turn agree to be bound to the terms of the applicable third party license, and your programs are distributed under the terms of that license. If applicable, a copy of such source code may be obtained free of charge by contacting your Tyco representative.
    • g. Trademarks. This EULA does not grant you any rights in connection with any trademarks or service marks of Tyco, its affiliates or its suppliers.
    • h. Rental. You may not sublicense, rent, lease or lend the Software. You may not make it available to others or post it on a server or web site or otherwise distribute it.
    • i. Software Keys. The hardware/software key, where applicable, is your proof of license to exercise the rights granted herein and must be retained by you. Lost or stolen keys will not be replaced.
    • j. Demonstration and Evaluation Copies. A demonstration or evaluation copy of the Software is covered by this EULA; provided that the licenses contained herein shall expire at the end of the demonstration or evaluation period.
    • k. Registration of Software. The Software may require registration with Tyco prior to use. If you do not register the Software, this EULA is automatically terminated and you may not use the Software.
    • l. Additional Restrictions. The Software may be subject to additional restrictions and conditions on use as specified in the documentation accompanying such Software, which additional restrictions and conditions are hereby incorporated into and made a part of this EULA.
    • m. Upgrades and Updates. To the extent Tyco makes them available, Software upgrades and updates may only be used to replace all or part of the original Software that you are licensed to use. Software upgrades and updates do not increase the number of copies licensed to you. If the Software is an upgrade of a component of a package of Software programs that you licensed as a single product, the Software may be used and transferred only as part of that single product package and may not be separated for use on more than one computer or System. Software upgrades and updates downloaded free of charge via a Tyco authorized World Wide Web or FTP site may be used to upgrade multiple Systems provided that you are licensed to use the original Software on those Systems.
    • n. Tools and Utilities. Software distributed via a Tyco-authorized World Wide Web or FTP site (or similar Tyco-authorized distribution means) as a tool or utility may be copied and installed without limitation provided that the Software is not distributed or sold and the Software is only used for the intended purpose of the tool or utility and in conjunction with Tyco products. All other terms and conditions of this EULA continue to apply.
  4. EXPORT RESTRICTIONS. You agree that you will not export, re-export or transfer any portion of the Software, or any direct product thereof (the foregoing collectively referred to as the "Restricted Components"), to IRAN, NORTH KOREA, SYRIA, CUBA and SUDAN, including any entities or persons in those countries, either directly or indirectly ("Tyco's Position"). You also agree that you will not export, re-export or transfer the Restricted Components to any other countries except in full compliance with all applicable governmental requirements, including but not limited to applicable economic sanctions and constraints administered by the U.S. Treasury Department and applicable export control measures administered by the U.S. Department of Commerce and U.S. Department of State, any other U.S. government agencies, and measures administered by the European Union or the government agencies of any other countries. Any violation by you of the applicable laws or regulations of the U.S. or any other government, or where you breach Tyco's Position notwithstanding whether or not this is contrary to any aforementioned applicable laws or regulations, will result in automatic termination of this EULA.
  5. U.S. GOVERNMENT RESTRICTED RIGHTS. The Software is Commercial Computer Software provided with "restricted rights" under Federal Acquisition Regulations and agency supplements to them. Any use, duplication or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFAR 255.227-7013 et. seq. or 252.211-7015, or subparagraphs (a) through (d) of the Commercial Computer Software Restricted Rights at FAR 52.227-19, as applicable, or similar clauses in the NASA FAR Supplement. Contractor/manufacturer is Sensormatic Electronics, LLC, 6 Technology Park Drive, Westford, MA 01886.
  6. LIMITED WARRANTY.
    • a. Limited Warranty. Tyco warrants that the recording medium on which the Software is recorded, hardware key, and the documentation provided with it, will be free of defects in materials and workmanship under normal use for a period of ninety (90) days from the date of delivery to the first user. Tyco further warrants that for the same period, the Software provided on the recording medium under this license will substantially perform as described in the user documentation provided with the product when used with specified hardware. THE FOREGOING EXPRESS WARRANTY REPLACES AND IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED OR OTHER WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR NON-MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT, OR SYSTEM INTEGRATION. TYCO MAKES NO WARRANTY THAT ANY PORTION OF THE SOFTWARE WILL OPERATE ERROR-FREE, FREE OF ANY SECURITY DEFECTS OR IN AN UNINTERRUPTED MANNER. TYCO SHALL NOT BE RESPONSIBLE FOR PROBLEMS CAUSED BY CHANGES IN THE OPERATING CHARACTERISTICS OF THE DEVICE(S) UPON WHICH THE SOFTWARE IS OPERATING, OR FOR PROBLEMS IN THE INTERACTION OF THE SOFTWARE WITH NON-TYCO SOFTWARE OR HARDWARE PRODUCTS. TYCO NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON PURPORTING TO ACT ON ITS BEHALF TO MODIFY OR TO CHANGE THIS WARRANTY, NOR TO ASSUME FOR IT ANY OTHER WARRANTY OR LIABILITY CONCERNING THIS SOFTWARE. THE WARRANTY MADE BY TYCO MAY BE VOIDED BY ABUSE OR MISUSE. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS UNDER MANDATORY LAW THAT VARY FROM STATE TO STATE AND COUNTRY TO COUNTRY.
    • b. Exclusive Remedy. Tyco's entire liability and your exclusive remedy under the warranty set forth in this Section 6 will be, at Tyco's option, to (i) attempt to correct Software errors with efforts Tyco believes suitable to the problem, (ii) replace at no cost the recording medium, Software or documentation with functional equivalents as applicable, or (iii) refund a pro-rated portion of the license fee paid for such Software (less depreciation based on a five-year life expectancy) and terminate this EULA, provided, in each case, that Tyco is notified in writing of all warranty problems during the applicable warranty period. Any replacement item will be warranted for the remainder of the original warranty period. No remedy is provided for failure of the Software if such failure is the result of accident, abuse, alteration or misapplication with respect to the Software or any hardware on which it is loaded. Warranty service or assistance is provided at the original point of purchase.
  7. LIMITATION OF LIABILITY & EXCLUSION OF DAMAGES.
    • a. LIMITATION OF LIABILITY. IN NO EVENT WILL TYCO'S AGGREGATE LIABILITY (INCLUDING, BUT NOT LIMITED TO, LIABILITY FOR NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, MISREPRESENTATION AND OTHER CONTRACT OR TORT CLAIMS) ARISING FROM OR RELATED TO THIS EULA, OR THE USE OF THE SOFTWARE, EXCEED THE GREATER OF USD$5.00 OR THE AMOUNT OF FEES YOU PAID TO TYCO OR ITS RESELLER FOR THE SOFTWARE THAT GIVES RISE TO SUCH LIABILITY. BECAUSE AND TO THE EXTENT THAT SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS OF LIABILITY ABOVE, THESE MAY NOT APPLY TO YOU.
    • b. EXCLUSION OF OTHER DAMAGES. UNDER NO CIRCUMSTANCES SHALL TYCO OR ANY OF ITS RESELLERS OR LICENSORS BE LIABLE FOR ANY OF THE FOLLOWING: (I) THIRD PARTY CLAIMS; (II) LOSS OR DAMAGE TO ANY SYSTEMS, RECORDS OR DATA, OR LIABILITIES RELATED TO A VIOLATION OF AN INDIVIDUAL'S PRIVACY RIGHTS; OR (III) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR COVER DAMAGES (INCLUDING LOST PROFITS AND LOST SAVINGS), IN EACH CASE EVEN IF TYCO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR VERIFYING THE SECURITY, ACCURACY AND ADEQUACY OF ANY OUTPUT FROM THE SOFTWARE, AND FOR ANY RELIANCE THEREON. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR THE LIMITATION ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY THOSE LAWS.
  8. GENERAL. If any provision of this EULA is found to be unlawful, void, or for any reason unenforceable, then that provision shall be severed from this EULA and shall not affect the validity and enforceability of the remaining provisions. You should retain proof of the license fee paid, including model number, serial number and date of payment, and present such proof of payment when seeking service or assistance covered by the warranty set forth in this EULA. This EULA is governed by the laws of the State of New York, without regards to its conflicts of law principles. The parties hereby irrevocably agree that they submit themselves to the personal jurisdiction of the state and federal courts of New York for purposes of resolving any and all disputes arising under or related to these terms and conditions. The parties specifically exclude the application of the provisions of the United Nations Convention on Contracts for the International Sale of Goods.
  9. GOVERNMENT RESTRICTIONS. The Software may be subject to additional restrictions and conditions on use as specified by local, state and or federal laws, rules and regulations. It is up to you to determine what laws, rules and/or regulations apply to your use of the Software, and to comply with such laws, rules and/or regulations when using the Software.
  10. CONFIDENTIALITY. You acknowledge that the ideas, methods, techniques, and expressions thereof contained in the Software (collectively, “Tyco Confidential Information”) constitute confidential and proprietary information of Tyco, the unauthorized use or disclosure of which would be damaging to Tyco. You agree to hold the Software and Tyco Confidential Information in strictest confidence, disclosing information only to permitted individual employees who are required to have access in order to perform under this EULA and to use such information only for the purposes authorized by this EULA. You are responsible for and agree to take all reasonable precautions, by instruction, agreement or otherwise, to ensure that your employees who are required to have access to such information in order to perform under this EULA, are informed that the Software and Tyco Confidential Information are confidential proprietary information belonging to Tyco and to ensure that they make no unauthorized use or disclosure of such information. You may disclose Tyco Confidential Information if you are required to do so pursuant to a governmental agency, a court of law or to any other competent authority so long as you provide Tyco with written notice of such request prior to such disclosure and cooperate with Tyco to obtain a protective order. Prior to disposing of any media reflecting or on which is stored or placed any Software, you will ensure any Software contained on the media has been securely erased or otherwise destroyed. You recognize and agree a remedy at law for damages will not be adequate to fully compensate Tyco for the breach of this EULA. Therefore, Tyco will be entitled to temporary injunctive relief against you without the necessity of proving actual damages and without posting bond or other security. Injunctive relief will in no way limit any other remedies Tyco may have as a result of breach by you of the foregoing Sections or any other provision of this EULA.
  11. COMPLIANCE WITH LAW. Certain functions of the Software may require compliance by you with local, national and international laws and regulations. You are solely responsible for compliance with all applicable laws and regulations relating to your use of this Software and those functions, including but not limited to those laws and regulations pertaining to personal data protection, privacy and security, any laws relating to the collection and sharing of facial recognition with third parties, or any laws requiring notice or consent of persons with respect to Your use of facial recognition.
  12. ADDITIONAL NOTICES.
    • a. For Software that implements the MPEG-4 Visual Standard: PORTIONS OF THIS PRODUCT ARE LICENSED UNDER THE MPEG-4 VISUAL PATENT PORTFOLIO LICENSE FOR THE PERSONAL AND NON-COMMERCIAL USE OF A CONSUMER FOR (I) ENCODING VIDEO IN COMPLIANCE WITH THE MPEG-4 VISUAL STANDARD (“MPEG-4 VIDEO”) AND/OR (II) DECODING MPEG-4 VIDEO THAT WAS ENCODED BY A CONSUMER ENGAGED IN A PERSONAL AND NON-COMMERCIAL ACTIVITY AND/OR WAS OBTAINED FROM A VIDEO PROVIDER LICENSED BY MPEG LA TO PROVIDE MPEG-4 VIDEO. NO LICENSE IS GRANTED OR SHALL BE IMPLIED FOR ANY OTHER USE. ADDITIONAL INFORMATION INCLUDING THAT RELATING TO PROMOTIONAL, INTERNAL AND COMMERCIAL USES AND LICENSING MAY BE OBTAINED FROM MPEG LA, LLA. SEE HTTP://WWW.MPEGLA.COM.
    • b. For Software that implements the AVC Standard: PORTIONS OF THIS PRODUCT ARE LICENSED UNDER THE AVC PATENT PORTFOLIO LICENSE FOR THE PERSONAL USE OF A CONSUMER OR OTHER USES IN WHICH IT DOES NOT RECEIVE REMUNERATION TO (i) ENCODE VIDEO IN COMPLIANCE WITH THE AVC STANDARD (“AVC VIDEO”) AND/OR (ii) DECODE AVC VIDEO THAT WAS ENCODED BY A CONSUMER ENGAGED IN A PERSONAL ACTIVITY AND/OR WAS OBTAINED FROM A VIDEO PROVIDER LICENSED TO PROVIDE AVC VIDEO. NO LICENSE IS GRANTED OR SHALL BE IMPLIED FOR ANY OTHER USE. ADDITIONAL INFORMATION MAY BE OBTAINED FROM MPEG LA, L.L.C. SEE HTTP://WWW.MPEGLA.COM.
    • c. For Software that implements the H.265 standard: Covered by one or more claims of the patents listed at www.hevcadvance.com.
  13. HARDWARE FLEXIBILITY OPTION. The following additional provisions shall apply if, and only so long as, each of the following conditions are met (the “Flex Prerequisites”): (i) the Software licensed under this EULA is Software House C•Cure 9000 with v2.60 SP1 CU05, v2.7 SP1 (the “C•Cure Software”), or later; (ii) each system license serial number to be used by you in connection with the Hardware Flexibility Option (the “Authorized Flex Hardware”) is, and at all times hereunder remains subject to, an active and valid Software Support Agreement with Tyco that expressly includes the Hardware Flexibility Option (the “SSA”); and (iii) you at all times remain in compliance with the terms of this EULA, including without limitation, this Section 13. In the event that any of the foregoing conditions cease to be satisfied, then your rights under this Section 13 shall immediately terminate without any further action from Tyco.
    • a. Definition of Hardware Flexibility Option. Tyco has developed a flexible Software license file “(Flex Software”) which permits the C•Cure Software to run on a cloud-based server architecture without locking to C•Cure Software’s physical server attribute license management protections. This Flex Software is made available to duly authorized end users for the limited purpose of hosting an instance of the C•CURE Software with a third party cloud Infrastructure-as-a-Service Provider (“IaaS Provider”) for use by such end user solely with the Authorized Flex Hardware (such arrangement being referred to as the “Hardware Flexibility Option”). Except for Section 2 of this EULA (which is superseded by Section 13(b) below solely for purposes of the Hardware Flexibility Option), the Hardware Flexibility Option will otherwise be included in the definition of the Software in this EULA.
    • b. License Rights and Restrictions. If you elect the Hardware Flexibility Option, then Subject to your continuing satisfaction of the Flex Prerequisites, Tyco hereby grants to you a non-exclusive, non-transferable, non-sublicensable, world-wide, internal use only, license during the term of the SSA (as defined below) to use the Flex Software solely for the purpose of enabling the Hardware Flexibility Option. You acknowledge that Tyco is the sole and exclusive owner of all right, title and interest in and to the Flex Software. You may use the Flex Software solely for your internal use of the C•CURE Software in the implementation and use of the Hardware Flexibility Option, and subject to the confidentiality obligations of this EULA. You will not use the Flex Software for any other purpose and will not provide or disclose the Flex Software to any third party. The license granted under this Section 13(b) is subject to, and contingent upon, you purchasing and maintaining an active and valid SSA for each system license serial number, inclusive of the Hardware Flexibility Option. You further acknowledge and agree that the Hardware Flexibility Option expires automatically upon the expiration date of the SSA and will need to be manually renewed and reinstalled by contacting Tyco, in writing, for each such renewal.
    • c. Indemnity. You shall defend, indemnify and hold harmless each Tyco, its affiliates and each of their respective employees, directors, officers, and successors and permitted assigns, from and against any and all claims, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals) (collectively “Expenses”) relating to third party claims or allegations arising from: (i) your use of the Hardware Flexibility Option; and (ii) your breach or violation of any terms or conditions of this EULA.