Arrive Systems, Inc.
End User License Agreement (EULA) for Embedded Software & Standard Limited Hardware Warranty (SLHW) for Arrive software embedded equipment.
BY CLICKING ON THE "ACCEPT" BUTTON, OPENING THE PACKAGE, DOWNLOADING THE PRODUCT, OR USING THE EQUIPMENT THAT CONTAINS THIS PRODUCT, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT. TAKING ANY STEP TO SET-UP, USE OR INSTALL THE PRODUCT CONSTITUTES YOUR ASSENT TO AND ACCEPTANCE OF THIS AGREEMENT. WRITTEN APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT AND NO SOLICITATION OF ANY SUCH WRITTEN APPROVAL BY OR ON BEHALF OF YOU SHALL BE CONSTRUED AS AN INFERENCE TO THE CONTRARY. IF YOU HAVE ORDERED THIS PRODUCT SUCH ORDER IS CONSIDERED AN OFFER BY YOU, ARRIVE'S ACCEPTANCE OF YOUR OFFER IS EXPRESSLY CONDITIONAL ON YOUR ASSENT TO THE TERMS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS. THIS AGREEMENT SUPERSEDES ANY PREVIOUS VERSIONS. THESE TERMS ARE CONSIDERED AN OFFER BY ARRIVE, YOUR ACCEPTANCE IS EXPRESSLY LIMITED TO THE TERMS OF THIS AGREEMENT.
IF YOU DO NOT AGREE WITH ALL THE TERMS OF THIS AGREEMENT, YOU MUST RETURN THIS PRODUCT WITH THE ORIGINAL PACKAGE AND THE PROOF OF PAYMENT TO THE PLACE YOU OBTAINED IT FOR A FULL REFUND.
PART I - DEFINITIONS
- "Affiliate" means any legal entity (i) directly or indirectly owning or controlling You; (ii) under the same direct or indirect ownership or control as You; or (iii) directly or indirectly controlled by You. Ownership or control shall exist through direct or indirect ownership of more than fifty percent (50%) of the nominal value of the issued equity share capital or of more than fifty percent (50%) of the voting rights.
- "Licensed Configuration" means to the extent applicable, as indicated on the Software License Key, device specific MAC address, the choice of features and the maximum number of users, devices or nodes (an internal computing device with an IP address) on the trusted side of the network or that is trying to traverse the firewall, and the numbers of cores, or the maximum throughput capacity stated, or the code generated from the master installation, or any other hardware or software specifications, as declared by You in Your purchase order, or request for License Key, and upon which the licensing fee was based. If the Product purchased by You does not come with a License Key then the Licensed Configuration shall be the minimum configuration allowed for the Product by Arrive upon which the licensing fee was based.
- "Licensed-server" means the server or appliance (defined by the host ID identified by You to Arrive when obtaining the License Key) which enables the Product to operate in accordance with the Licensed Configuration. “License Key" means the code provided to You by Arrive, which enables the Product to operate on the Licensed-server or appliance for the specified Licensed Configuration.
- "Product" means the object code copy of the software program (“Software Products”) included with the hardware configuration and specifications of Arrive hardware and software as ordered by You, including Third Party Software, provided to You in association with this Agreement, together with the associated original electronic media and/or associated hardware devices ("Hardware Products") and all accompanying manuals and other documentation, if available, and together with all enhancements, upgrades, and extensions thereto that may be provided by Arrive to You from time to time.
- "Managed Service Provider" means (a) You are in the regular business of managing the functionality of the Product for a fee, to entities that are not Your Affiliates (each a "Service Customer"); or if You are a company that provides such managed services to Standard Users that are a part of your corporation or of your Affiliates or (b) You indicated in Your purchase order or in requesting the License Key, that You intend to use the Products on behalf of Service Customers, and (c) You purchased the managed service provider package, if applicable.
- "Standard User" means You indicated in Your purchase order or in requesting the License Key that You intend to use the Products on Your own behalf, or You obtained the products from a Managed Service Provider, reseller, vendor or any other intermediate supplier.
- "Third Party Software" means any software programs provided by third parties contained in the Product. "Third Party Software Provider" means the third party that has the right to provide and grant licenses for the use of Third Party Software.
PART II – END-USER LICENSE AGREEMENT (EULA)
This License Agreement (the "Agreement") is an agreement between you (both the individual installing the Product and any legal entity on whose behalf such individual is acting) (hereinafter "You" or "Your") and Arrive Systems, Inc. (hereinafter "Arrive").
- TERMS OF SERVICE (TOS)
This license is applicable to application and system software (Software Product) sold by Arrive Systems, Inc. (Arrive) which includes Arrive Software Systems pre-installed or embedded with the hardware purchased from Arrive. This license extends to products purchased directly from Arrive Systems, Inc. or an authorized Arrive Systems, Inc. Reseller. This license is valid only for the first end user purchaser and excludes resale, rental, lease or transfer of any kind. You may be required to provide evidence of proof of purchase.
This EULA is a legal agreement between you (either an individual or a single entity) and Arrive Systems Inc (“Arrive”). This EULA governs the Software, which includes computer software (including online and electronic documentation) and any associated media and printed materials. This EULA applies to updates, supplements, add-on components, and Internet-based services components of the Software that Arrive may provide or make available to you, unless Arrive provides other terms with the update, supplement, add-on component, or Internet-based services component. Arrive reserves the right to discontinue any Internet-based services provided to you or made available to you through the use of the Software. This EULA also governs any product support services relating to the Software except as may be included in another agreement between you and Arrive. An amendment, supplement or addendum to this EULA may accompany the Software.
Mandatory Activation. To reduce software piracy, Arrive requires certain Components to be activated. Arrive will not collect any personally identifiable information from your computer during the activation process without your consent. Activation of your copies of the Component in the manner described during its setup sequence is required; otherwise, for each copy of a Component with required activation, the license rights granted under this EULA are limited the first 10 days after you first install the Server Software;
General. The software, documentation and any fonts accompanying this License whether on disk, in read only memory, on any other media or in any other form (collectively the "Arrive Software") are licensed, not sold, to you by Arrive for use only under the terms of this License, and Arrive reserves all rights not expressly granted to you. The rights granted herein are limited to Arrive's and its licensors' intellectual property rights in the Arrive Software and do not include any other patents or intellectual property rights. you own the media on which the Arrive Software is recorded but Arrive and/or Arrive's licensor(s) retain ownership of the Arrive Software itself. The terms of this License will govern any software upgrades provided by Arrive that replace and/or supplement the original Arrive Software product, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.
- LICENSE AND RESTRICTIONS
- License. Subject to the terms and conditions of this Agreement, and payment of the applicable Product fees, Arrive hereby grants only to You, a non-exclusive, non-sub-licensable, non-transferable perpetual license (with the exception of (i) the license shall not be perpetual if the Product is designated for a limited time period only, in which case the license shall terminate at the expiration of the applicable period; and (ii) with regards to any Hardware Product, the license shall be valid only as part of and for the life of the originally designated Hardware Product) to install and use the copy of the Product in accordance with the relevant end user documentation provided by Arrive only on the Licensed-server and only for the Licensed Configuration. You have no right to receive, use or examine any source code or design documentation relating to the Product.
- Standard User Restrictions. If You are a Standard User, the Products are licensed to You solely for use by You to provide policy management for Your own operations. To the extent applicable, You may reproduce the downloaded or installed Product for the purpose of connecting only with a duly licensed Arrive product, in accordance with the functionality, as described in the accompanying documentation for which You have paid the applicable fees to Arrive, and only within the designated limits of Your Product license for which You have purchased and provided to users, according to the restricted, maximum, authorized number of users, computer instances (means a computing unit individuated by an instance of an operation system), or copies of the Product (as the case may be) that can be used and installed at any given time. No Product, nor any portion thereof, may be used by or on behalf of, accessed by, re-sold to, rented to, or distributed to any other party. The specific permitted License uses and restriction are given below :
- Single User License Grant: Arrive Systems, Inc. ("Arrive") and its suppliers grant to You a nonexclusive and nontransferable license to use the Arrive software ("Software") in object code form solely on a single central processing unit owned or leased by Customer or otherwise embedded in equipment provided by Arrive.
- Multiple-Users License Grant: Arrive Systems, Inc. ("Arrive") and its suppliers grant to You a nonexclusive and nontransferable license to use the Arrive software ("Software") in object code form: (i) installed in a single location on a hard disk or other storage device of up to the number of computers owned or leased by Customer for which Customer has paid a license fee ("Permitted Number of Computers"); or (ii) provided the Software is configured for network use, installed on a single file server for use on a single local area network for either (but not both) of the following purposes: (a) permanent installation onto a hard disk or other storage device of up to the Permitted Number of Computers; or (b) use of the Software over such network, provided the number of computers connected to the server does not exceed the Permitted Number of Computers. Customer may only use the programs contained in the Software (i) for which Customer has paid a license fee (or in the case of an evaluation copy, those programs Customer is authorized to evaluate) and (ii) for which Customer has received a product license key ("PLK"). Customer grants to Arrive or its independent accountants the right to examine its books, records and accounts during Customer's normal business hours to verify compliance with the above provisions. In the event such audit discloses that the Permitted Number of Computers is exceeded, Customer shall promptly pay to Arrive the appropriate licensee fee for the additional computers or users. At Arrive's option, Arrive may terminate this license for failure to pay the required license fee.
- Subject to the terms and conditions of this License, you are granted a limited nonexclusive license to install and use the Arrive Software. To the extent that the Arrive Software may be used to reproduce materials, such use is limited to reproduction of non-copyrighted materials, materials in which you own the copyright, or materials you are authorized or legally permitted to reproduce
- Except as permitted in Section 2.b.ii. above and 2.b.v. below, this License does not allow the Arrive Software to exist on more than one Arrive-branded hardware device at a time, and you may not distribute or make the Arrive Software available over a network where it could be used by multiple devices at the same time. This License does not grant you any rights to use Arrive proprietary interfaces and other intellectual property in the design, development, manufacture, licensing or distribution of third party devices and accessories, or third party software applications, for use with the Arrive Software. Some of those rights are available under separate licenses from Arrive Systems Inc. For more information on developing third party devices and accessories for the Arrive Products, please email firstname.lastname@example.org. For more information on developing software applications for the Arrive Software, please email email@example.com.
- Subject to the terms and conditions of this License, you are granted a limited non-exclusive license to download Arrive Software Updates that may be made available by Arrive for your model of the Arrive branded hardware or software product to update or restore the software on any such hardware that you own or control as governed by the terms of the Supplemental EULA stated below. This License does not allow you to update or restore the hardware that you do not control or own, and you may not distribute or make the Arrive Software Updates available over a network where they could be used by multiple devices or multiple computers at the same time. You may make one copy of the Arrive Software Updates stored on your computer in machine-readable form for backup purposes only, provided that the backup copy must include all copyright or other proprietary notices contained on the original.
- You may not and you agree not to, or to enable others to, copy (except as expressly permitted by this License), decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the Arrive Software or any services provided by the Arrive Software, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by licensing terms governing use of open-sourced components included with the Arrive Software). Any attempt to do so is a violation of the rights of Arrive Systems Inc. and its licensors of the Arrive Software.
- By storing content on your Arrive hardware you are making a digital copy. In some jurisdictions, it is unlawful to make digital copies without prior permission from the rights holder. The Arrive Software may be used to reproduce materials so long as such use is limited to reproduction of non-copyrighted materials, materials in which you own the copyright, or materials you are authorized or legally permitted to reproduce.
- You agree to use the Arrive Software and the Services (as defined in Section 5 below) in compliance with all applicable laws, including local laws of the country or region in which you reside or in which you download or use the Arrive Software and Services.
- You agree that aspects of the licensed materials, including the specific design and structure of individual programs, constitute trade secrets and/or copyrighted material of Arrive. You agree not to disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written consent of Arrive. You agree to implement reasonable security measures to protect such trade secrets and copyrighted material. Title to Software and documentation shall remain solely with Arrive.
- Standard and Preinstalled Arrive Software License. Subject to the terms and conditions of this License, unless you obtained the Arrive Software under a volume license, maintenance or other written agreement from Arrive, you are granted a limited, non-exclusive license to use and run one (1) copy of the Arrive Software on a single Arrive-branded hardware device at any one time. For example, these standard, single-copy license terms apply to you if you obtained the Arrive Software preinstalled on Arrive branded hardware.
- Volume or Maintenance License. If you obtained the Arrive Software under a volume or maintenance license program with Arrive, the terms of your volume or maintenance license will determine the number of copies of the Arrive Software you are permitted to download, install, use and run on Arrive-branded hardware devices you own or control. Except as agreed to in writing by Arrive, all other terms and conditions of this License shall apply to your use of the Arrive Software obtained under a volume or maintenance license.
- Academic User. If you acquired the Arrive Software at an academic discount, you must be an Eligible Educational End User to use the Arrive Software. "Eligible Educational End Users" means students, faculty, staff and administration attending and/or working at an educational institution (i.e., college campus, public or private K-12 schools).
- Managed Service Provider Restrictions. If You are a Managed Service Provider, the Products are licensed to You for use by You to manage the functionality of the Product only for the operations of Your Service Customers. You are responsible for the compliance with the applicable terms and conditions set forth in this Agreement by your Service Customers. No Product, nor any portion thereof, may be used by or on behalf of, accessed by, re-sold to, rented to, or distributed to multiple customers, or to any other party, except for the management of Your Service Customers who have made a valid purchase of the Product.
- General Restrictions. Except for copies solely for back-up or disaster recovery purposes or as may be permitted by applicable law, You may not copy the Product, in whole or in part. You must reproduce and include the copyright notice and any other notices that appear on the original Product on any back up copy. You agree not to allow others to use the Product and You will not use the Product for the benefit of third parties. You acknowledge that the source code of the Product, and the underlying ideas or concepts, are valuable intellectual property of Arrive and You agree not to, except as expressly authorized and only to the extent established by applicable statutory law, attempt to (or permit others to) decipher, reverse translate, decompile, disassemble or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas or algorithms or file formats or programming or interoperability interfaces of the Products by any means whatsoever. You will not develop methods to enable unauthorized parties to use the Product, or to develop any other product containing any of the concepts and ideas contained in the Product not independently developed by You. You will not (and will not direct any third party to) modify Product or incorporate any portion of Product into any other software or create a derivative work of any portion of the Product. You will not (and will not direct any third party to) remove any copyright or other proprietary notices from the Product. Your use of the Product may require the purchase of separate licenses to use particular features, functionalities, operations, or capabilities.
- Specific Restrictions. The Product is licensed to You based on the applicable Licensed Configuration purchased, as set forth in the Licensed Configuration definition in Section 1. The License permits the use of the Product only in accordance with the Product specifications as declared by You in Your purchase order, or request for License Key, and upon which the licensing fee was based. It is a violation of this License Agreement to create, set-up or design any hardware, software or system which alters the number of readable IP addresses, users, number of cores or exceeds the maximum throughput capacity presented to the Product with the intent, or resulting effect, of circumventing the Licensed Configuration.
- Evaluation License. This Section shall only apply if You are licensing the Product for an initial evaluation period. The license is valid only for the designated evaluation period and is designed to allow You to evaluate the Product during such period. In the event that You wish to enter into a longer-term license agreement with Arrive, You may request a License Key from Arrive which if provided to You will allow You to use the Product after such evaluation period, but only subject to all of the terms and conditions of this Agreement. In the event that You determine not to enter into a licensing transaction with Arrive at the end of such evaluation period, or in the event that Arrive advises You that discussions with respect to a licensing transaction have terminated, then Your rights under this Agreement shall terminate and You shall promptly return to Arrive or destroy all copies of the Product.
- Disabled License-server. The License Key You obtain from Arrive enables the Licensed-server which enables You to use the Licensed Configuration of the Product. If your Licensed-server is disabled for any reason, Arrive may, at its sole discretion, issue You another License Key which will enable You to operate this Product on a substitute Licensed-server. In this event, You agree not to use the Product on the original Licensed-server nor its License Key.
- Third Party Violation. In purchasing a Product, You are acknowledging that Arrive may need to make a determination for You on the potential effect the identified programs may have on Your system. You agree that the Product may automatically delete and/or restrict access to certain programs and/or provide to You the customized ability to delete and/or restrict access to certain programs. The deletion and/or restriction of access to any of these programs may be in violation with other license agreements that You have knowingly or unknowingly agreed to. The deletion and/or restriction of these programs and the potential violation of a third party license is Your responsibility. Arrive has no ability to verify what, if any, third party agreements You may have agreed to.
- You may make one copy of the Arrive Software in machine-readable form for backup purposes only; provided that the backup copy must include all copyright or other proprietary notices contained on the original. Except as and only to the extent expressly permitted in this License or by applicable law, you may not copy, decompile, reverse engineer, disassemble, modify, or create derivative works of the Arrive Software or any part thereof.
- Certain components of the Arrive Software, and third party open source programs included with the Arrive Software, have been or may be made available by Arrive on its Open Source web site (http://www.opensource.arrivesys.com/) (collectively the "Open-Sourced Components"). you may modify or replace only these Open-Sourced Components; provided that: (i) the resultant modified Arrive Software is used, in place of the unmodified Arrive Software, on a single Arrive-labeled hardware device; and (ii) you otherwise comply with the terms of this License and any applicable licensing terms governing use of the Open-Sourced Components. Arrive is not obligated to provide any maintenance, technical or other support for the resultant modified Arrive Software.
- You may not rent, lease, lend, redistribute or sublicense the Arrive Software. you may, however, make a one-time permanent transfer of all of your license rights to the Arrive Software to another party, provided that: (a) the transfer must include all of the Arrive Software, including all its component parts software and hardware, original media (if any), printed materials and this License; (b) you do not retain any copies of the Arrive Software, full or partial, including copies stored on a computer or other storage device; and (c) the party receiving the Arrive Software reads and agrees to accept the terms and conditions of this License.
- Consent to Use of Data.
- If you opt in to diagnostic and usage collection, you agree that Arrive and its subsidiaries and agents may collect, maintain, process and use diagnostic, technical, usage and related information, including but not limited to information about your computer, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the Arrive Software, and to verify compliance with the terms of this License. Arrive may use this information, as long as it is collected in a form that does not personally identify you, to provide and improve Arrive's products and services.
- You understand that by using any of the Services, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language. Nevertheless, you agree to use the Services at your sole risk and that Arrive shall have no liability to you for content that may be found to be offensive, indecent, or objectionable. Content types (including genres, sub-genres and broadcast categories and sub-categories and the like) and descriptions are provided for convenience, and you acknowledge and agree that Arrive does not guarantee their accuracy as these are provided by third parties unrelated to the Arrive Products and this License Agreement.
- You agree that the Services, including but not limited to graphics, audio clips, and editorial content, contain proprietary content, information and material that is owned by Arrive and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright. you agree that you will not use such proprietary content, information or materials other than for permitted use of the Services or in any manner that is inconsistent with the terms of this License or that infringes any intellectual property rights of a third party or Arrive. No portion of the Services may be reproduced in any form or by any means. you agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, using the Services to transmit any computer viruses, worms, Trojan horses or other malware, or by trespass or burdening network capacity. you further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that Arrive is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of using any of the Services.
- In addition, Services and Third Party Materials that may be accessed from, displayed on or linked to from the Arrive Software are not available in all languages or in all countries or regions. Arrive makes no representation that such Services and Materials are appropriate or available for use in any particular location. To the extent you choose to use or access such Services and Third Party Materials, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. Arrive and its licensors reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will Arrive be liable for the removal of or disabling of access to any such Services. Arrive may also impose limits on the use of or access to certain Services, in any case and without notice or liability.
- MAINTENANCE AND SUPPORT
Arrive has no obligation to provide You with any service (such as, but not limited to, technical support, maintenance, upgrades, modifications, or new releases) under this Agreement. The purchase of services, if applicable, shall be governed by the applicable Service Level Agreement defined under the Arrive CarePoint Foundation Software Support Agreement. Any purchase of upgrades shall be subject to this Agreement, unless otherwise indicated by Arrive.
- TITLE AND INTELLECTUAL PROPERTY
All right, title, and interest in and to the Product shall remain with Arrive and its licensors. The Product is protected under international copyright, trademark and trade secret and patent laws. The license granted herein does not constitute a sale of the Product or any portion or copy of it.
- TERM AND TERMINATION
This Agreement is effective until terminated. Arrive may terminate this Agreement upon Your breach of any of the provisions hereof that is not cured within thirty (30) days. This Agreement will terminate immediately without notice from Arrive if You (i) fail to comply with any material provision of this Agreement, or (ii) if the license of the Product is terminated for any reason. Upon termination of this Agreement, You agree to cease all use of the Product and to return to Arrive or destroy the Product and all documentation and related materials in your possession, and so certify to Arrive. Except for the license granted herein and as expressly provided herein, the terms of this Agreement shall survive termination.
- Disclaimer of Warranties.
If You are a customer who is a consumer (someone who uses the Arrive Software outside of your trade, business or profession), you may have legal rights in your country of residence which would prohibit the following limitations from applying to you, and where prohibited they will not apply to you. To find out more about rights, you should contact a local consumer advice organization.
- YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE ARRIVE SOFTWARE AND SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU.
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ARRIVE SOFTWARE AND SERVICES ARE PROVIDED BY ARRIVE AND ITS SUPPLIERS TO YOU INCLUDE THE SOFTWARE COMPONENTS, AND ANY (IF ANY) SUPPORT SERVICES RELATED TO THE SOFTWARE COMPONENTS ("SUPPORT SERVICES") "AS IS" AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND ARRIVE AND ITS SUPPLIERS (COLLECTIVELY REFERRED TO AS "ARRIVE" FOR THE PURPOSES OF SECTIONS 9, 10, 11 AND 12) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE ARRIVE SOFTWARE AND SERVICES, TO, ANY (IF ANY) WARRANTIES OR CONDITIONS OF OR RELATED TO: TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF RESPONSES, RESULTS, LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT, QUIET ENJOYMENT, QUIET POSSESSION, AND CORRESPONDENCE TO DESCRIPTION. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE SYSTEM COMPONENTS AND ANY SUPPORT SERVICES REMAINS WITH YOU.
- ARRIVE DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE ARRIVE SOFTWARE AND SERVICES, THAT THE FUNCTIONS CONTAINED IN OR SERVICES PERFORMED BY THE ARRIVE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE ARRIVE SOFTWARE AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY SERVICE WILL CONTINUE TO BE MADE AVAILABLE, THAT DEFECTS IN THE ARRIVE SOFTWARE OR SERVICES WILL BE CORRECTED, OR THAT THE ARRIVE SOFTWARE WILL BE COMPATIBLE OR WORK WITH ANY THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES. INSTALLATION OF THIS SOFTWARE MAY AFFECT THE USABILITY OF THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES.
- YOU FURTHER ACKNOWLEDGE THAT THE ARRIVE SOFTWARE AND SERVICES ARE NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN, THE CONTENT, DATA OR INFORMATION PROVIDED BY THE ARRIVE SOFTWARE OR SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE, INCLUDING WITHOUT LIMITATION THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT OR WEAPONS SYSTEMS.
- NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ARRIVE OR AN ARRIVE AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE ARRIVE SOFTWARE OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
Arrive shall have the right, but not the obligation, to defend or settle, at its option, any action at law against You arising from a claim that Your permitted use of the Product under this Agreement infringes any patent, copyright, or other ownership rights of a third party. You agree to provide Arrive with written notice of any such claim within ten (10) days of Your notice thereof and provide reasonable assistance in its defense. Arrive has sole discretion and control over such defense and all negotiations for a settlement or compromise, unless it declines to defend or settle, in which case, You are free to pursue any alternative You may have.
- LIMITED WARRANTY
- Limited Software Warranty. Arrive warrants that for a period of ninety (90) days from the date of shipment from Arrive: (i) the media on which the Software is furnished will be free of defects in materials and workmanship under normal use; and (ii) the Software substantially conforms to its published specifications. Except for the foregoing, the Software is provided AS IS.
- This limited warranty extends only to Customer as the original licensee. Customer's exclusive remedy and the entire liability of Arrive and its suppliers under this limited warranty will be, at Arrive or its service center's option, repair, replacement, or refund of the Software if reported (or, upon request, returned) to the party supplying the Software to Customer. In no event does Arrive warrant that the Software is error free or that Customer will be able to operate the Software without problems or interruptions.
- This warranty does not apply if the software (a) has been altered, except by Arrive, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by Arrive, (c) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident, or (d) is used in ultra-hazardous activities
- Limited Hardware Warranty. Arrive’s warranty for Hardware products is described in the Standard Limited Hardware Warranty (SLHW) pages attached to this Agreement as Part II.
- LIMITATION OF LIABILITY AND REMEDIES.
- NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES) IN NO EVENT SHALL ARRIVE OR ITS SUPPLEIRS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE ARRIVE SOFTWARE OR SERVICES OR ANY THIRD PARTY SOFTWARE OR APPLICATIONS IN CONJUNCTION WITH THE ARRIVE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF ARRIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. THE ENTIRE LIABILITY OF ARRIVE AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS EULA AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE ARRIVE SYSTEM COMPONENTS OR U.S.$5.00. THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
- DISCLAIMER. EXCEPT AS SPECIFIED IN THIS WARRANTY, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW.
- You are solely responsible for adequate protection and backup of the data and equipment used in connection with the Product. Arrive does not guarantee that use of the Product will be uninterrupted or error-free. Arrive does not guarantee that the information accessed by the Product will be accurate or complete. You acknowledge that performance of the Product may be affected by any number of factors, including without limitation, technical failure of the Product, the acts or omissions of third parties and other causes reasonably beyond the control of Arrive. Certain features of the Product may not be forward-compatible with future versions of the Product and use of such features with future versions of the Product may require purchase of the applicable future version of the Product.
- EXCEPT FOR BODILY INJURY OF A PERSON, IN NO EVENT WILL ARRIVE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT, THE PRODUCT OR ANY SERVICES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), OR FOR LOSS OF OR CORRUPTION OF DATA, OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR TECHNOLOGY, IRRESPECTIVE OF WHETHER ARRIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ARRIVE'S MAXIMUM LIABILITY FOR DAMAGES SHALL BE LIMITED TO THE LICENSE FEES RECEIVED BY ARRIVE UNDER THIS LICENSE FOR THE PARTICULAR PRODUCT(S) WHICH CAUSED THE DAMAGES. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to You.
- PRE-RELEASE VERSIONS
- License Grant. With respect to any pre-release version of a Arrive product, including a Beta or an Early Availability product (all collectively referred to herein as a "Beta Product") that may be provided to You by Arrive from time to time, at its sole discretion, Arrive grants You a non-transferable and non-exclusive license to use the Beta Product for evaluation purposes only. The license is designed to provide You with early operational experience with the Beta Product and to provide Arrive with specified information regarding Your experiences with the installation and operation of the Beta Product. The license shall be in effect for a limited period as determined by Arrive and certain other restrictions may apply. You may be asked to sign a separate agreement pertaining to the Beta Product.
- No Obligations. The above warranty DOES NOT apply to any beta software, any software made available for testing or demonstration purposes, any temporary software modules or any software for which Arrive does not receive a license fee. All such software products are provided AS IS without any warranty whatsoever. Arrive has no obligation to provide support, maintenance, upgrades, modifications, or new releases for a Beta Product. Owing to the experimental nature of the Beta Product, You are advised not to rely exclusively on the Beta Product for any reason. NOTWITHSTANDING THE AFOREMENTIONED IN THIS AGREEMENT, YOU AGREE THAT THE BETA PRODUCT AND RELATED DOCUMENTATION ARE BEING DELIVERED "AS IS" WITHOUT WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL ARRIVE BE LIABLE TO YOU OR ANY OTHER PERSON FOR DAMAGES, DIRECT OR INDIRECT, OF ANY NATURE OR EXPENSES INCURRED BY YOU IN CONNECTION WITH THE BETA TESTING. YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO TERMINATE THE BETA TEST AND THIS LICENSE BY WRITTEN NOTICE TO ARRIVE.
- Third Party Notices.
- Third Party Materials. The Licensed Application may enable access to Application Provider’s and third party services and web sites (collectively and individually, "Services"). Use of the Services may require Internet access and that you accept additional terms of service.
- You understand that by using any of the Services, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. Nevertheless, you agree to use the Services at Your sole risk and that the Application Provider shall not have any liability to you for content that may be found to be offensive, indecent, or objectionable.
- Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party web sites. By using the Services, you acknowledge and agree that the Application Provider is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. The Application Provider does not warrant or endorse and does not assume and will not have any liability or responsibility to you or any other person for any third-party Services, Third Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to you. Financial information displayed by any Services is for general informational purposes only and is not intended to be relied upon as investment advice. Before executing any securities transaction based upon information obtained through the Services, you should consult with a financial professional. Location data provided by any Services is for basic navigational purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither the Application Provider, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of stock information or location data displayed by any Services.
- You agree that any Services contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. you further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that the Application Provider is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that you may receive as a result of using any of the Services.
- In addition, third party Services and Third Party Materials that may be accessed from, displayed on or linked to from the Arrive software or device are not available in all languages or in all countries. The Application Provider makes no representation that such Services and Materials are appropriate or available for use in any particular location. To the extent you choose to access such Services or Materials, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. The Application Provider, and its licensors, reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will the Application Provider be liable for the removal of or disabling of access to any such Services. The Application Provider may also impose limits on the use of or access to certain Services, in any case and without notice or liability.
- Third Party Acknowledgements. Portions of the Arrive Software utilize or include third party software and other copyrighted material. Acknowledgements, licensing terms and disclaimers for such material are contained in the electronic documentation for the Arrive Software, and your use of such material is governed by their respective terms.
- Specifically in the case of Arrive FacePoint and Arrive ControlPoint software, Arrive will make use of specific Skype for Business (formerly Microsoft Lync) SDK components. It is important to note the Skype for BusinessSDK’s development model requires the Skype for Businessclient to be installed on the user’s machine and the API is called from outside the Skype for Businessprocess, manipulating the same object model on which theSkype for Business client is built. Use of Arrive FacePoint and Arrive ControlPoint software is subject to the terms of any license or agreement provided with the Skype for Business SDK. Arrive does not ship any embeddedSkype for Business client with its products and you will be required to provide a valid and licensed installation of Skype for Business Server and provide the network location of the Skype for Business client which is required to be installed during the first time set-up of the Arrive FacePoint software.
- Specifically in the case of Arrive ViewPoint Rich Media Capture software, the following third party products are interoperated with and Your use of the Arrive ViewPoint software is subject to the terms of any license or agreement provided with the third party software. (i) Use of the GStreamer and GStreamer plug-ins is released under the LGPL as provided on the GStreamer website (http://gstreamer.freedesktop.org/documentation/licensing.html). By using the Arrive software, you will have accepted the terms of all associated GStreamer & GStreamer plug-in licenses and agreements. (ii) Arrive’s use of open source Ubuntu Software is subject to the terms of any license or agreement provided with the software. Some of these agreements incorporate the terms of the GPL or other open source licenses. By using the Arrive software, you will have accepted the terms of the licenses and agreements from Canonical or third parties. Linux is a registered trademark of Linus Torvalds. Debian is a trademark of Software in the Public Interest, Inc.
- Matterhorn is a free, open-source platform to support the management of educational audio and video content. Institutions will use Matterhorn to produce lecture recordings, manage existing video, serve designated distribution channels, and provide user interfaces to engage students with educational videos. Opencast Projects are licensed under a Creative Commons Attribution 3.0 United States License and source is available under Educational Community License 2.0. By agreeing to this EULA, you are confirming agreement to the EULA’s of all associated third party products that are being re-distributed with the Arrive Software Products that are included with your purchase including the documentation that is provided with it.
The Software Components may contain technology that enables applications to be shared between two or more computers, even if an application is installed on only one of the computers. You may use this technology with all Arrive application products for multi-party conferences. For non-Arrive applications, you should consult the accompanying license agreement or contact the licensor to determine whether application sharing is permitted by the licensor.
Note on Java Support. The Software Components may contain support for programs written in Java. Java technology is not fault tolerant and is not designed, manufactured, or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of Java technology could lead directly to death, personal injury, or severe physical or environmental damage. Oracle Inc. (erstwhile Sun Microsystems Inc.) requires that this disclaimer is made.
- LEGAL EFFECT.
This agreement describes certain legal rights. You may have other rights under the laws of your country. You may also have rights with respect to the party from whom you acquired the software. This agreement does not change your rights under the laws of your country if the laws of your country do not permit it to do so.
PART III – STANDARD LIMITED HARDWARE WARRANTY (SLHW) for ARRIVE BRANDED SOFTWARE EMBEDDED EQUIPMENT
The warranties provided by Arrive in this Standard Limited Hardware Warranty apply only to Hardware Products you purchase for your use, and not for resale. The term "Hardware Product" means a computing device with a specific function and limited configuration ability. The Hardware Product is sold by Arrive for the purpose of executing the specific Arrive Software supplied with it. NOTHING IN THIS STATEMENT OF LIMITED WARRANTY AFFECTS ANY STATUTORY RIGHTS OF CONSUMERS THAT CANNOT BE WAIVED OR LIMITED BY CONTRACT.
LIMITED HARDWARE WARRANTY
- Limited Warranty Period for Hardware : Arrive warrants to end users only, that the hardware Products meet the Arrive’s published specifications, and will be free from defects in workmanship or material for a period of ninety (90) days from the date of purchase from Arrive excluding the parts and sub-assemblies specified in 1.b. below.
- The following sub-assemblies or parts given below are excluded from the Limited Warranty Period as individually specified below applicable from the date of purchase from Arrive :
- Consumables such as batteries and lamps are not covered.
- This limited warranty period of 90 days from date of purchase may be extended by You at your choice by additionally purchasing the Arrive CarePoint Foundation Service Support (CFSS) for the periods offered.
- In addition, proactive and traditional technical service contracts may be purchased to extend the life of your IT investment. Put Arrive expertise in the hands of your staff through online interactive tools and resources, direct access to Arrive hardware and software TAC engineers, software and content updates, onsite engineering support, and premium advance hardware replacement options as well as personalized diagnostic reports and alerts.
- Visit our Service Finder to find the appropriate support service for your Arrive products. To find the specific warranty for your product, go to http://carepoint.arrivesys.com/warranty.
- During the Limited Warranty Period, Arrive will, at its discretion, repair or replace any defective component. All component parts or hardware products removed under this Limited Warranty become the property of Arrive. In the unlikely event that your Arrive Hardware Product has recurring failures, Arrive, at its sole discretion, may elect to provide you with (a) a replacement unit of Arrive’s choosing that is the same or equivalent to your Arrive Hardware Product in performance or (b) to give you a refund of your purchase price or lease payments (less interest) instead of a replacement. This is your exclusive remedy for defective products.
- It is mandatory that the unit product number, serial number and MAC address (where applicable) be made available when requesting a warranty service event. Failure to do so may result in the event being deemed out of warranty by Arrive or, Arrive's Authorised Service Providers, and therefore chargeable to the requester.
- After the Warranty Period, certain return material authorization ("RMA") services, as provided by Arrive (which are not covered under this warranty), are available for all Hardware Products pursuant to a purchased and active Arrive support agreement.
- Your sole and exclusive remedy, and Arrive’s sole and exclusive liability for defective hardware components, shall be that Arrive, subject to the terms and conditions of this Section 1, and solely upon confirmation of a defect or failure of a hardware component to perform as warranted, shall at its sole option, either repair or replace the nonconforming hardware component or return of the price paid for the Hardware Product. All replacement parts furnished to you under this warranty shall be refurbished and equivalent to new, and shall be warranted as new for the remainder of the original warranty period.
- If a hardware failure occurs in the first 30 days from the product’s software activation, Arrive will replace it with a replacement part or full unit as may be needed. All defective parts, which have been replaced, shall become the property of Arrive. All defective parts that have been repaired shall remain Your property.
- Arrive shall, at its option, repair or replace any product found defective, without charge for parts or labor. Repaired or replaced equipment and parts supplied under this warranty shall be covered only by the unexpired portion of the warranty.
- Arrive may change the availability of limited hardware warranties, at its discretion, but any changes will not be retroactive. This warranty gives You specific legal rights. You may have other rights that vary from state to state.
- Arrive does not guarantee that the operation of this product will be uninterrupted or error-free. Arrive is not responsible for damage that occurs as a result of your failure to follow the instructions intended for the Arrive hardware product. The foregoing warranties and remedies shall be void as to any Hardware Products damaged or rendered unserviceable by one or more of the following: (1) improper or inadequate maintenance by anyone other than Arrive or Arrive’s authorized agents, (2) software or interfacing supplied by anyone other than Arrive, (3) modifications, alterations or additions to the Hardware Products by personnel not certified by Arrive or Arrive’s authorized agents to perform such acts, or other unauthorized repair, installation or opening or other causes beyond Arrive's control, (4) unreasonable refusal to agree with engineering change notice programs, (5) negligence by any person other than Arrive or Arrive's authorized agents, (6) misuse, abuse, accident, electrical irregularity, contamination, improper or inadequate maintenance or calibration or other external causes such as theft, vandalism, fire, water or other peril, (7) damage caused by containment and/or operation outside the environmental specifications for the Hardware Products, (8) alteration or connection of the Hardware Products to other systems, equipment or devices (other than those specifically approved by Arrive) without the prior approval of Arrive, or (9) any use that is inconsistent with the user manual or by operation outside the usage parameters stated in the user documentation that shipped with the product(including burned monitor screens and incorrect input voltage), (10) the serial number has been removed, damaged or rendered unreadable, (11) by software, interfacing, parts or supplies not supplied by Arrive, (12) improper site preparation or maintenance, (13) virus infection, (14) loss or damage in transit. The warranty period is not extended if Arrive repairs or replaces a warranted product or any parts.
- Warranty on Software products of Arrive are governed by the terms of the End-User License Agreement (EULA) and the end-customer will be eligible to support on the software based on the terms of the EULA and any support plans purchased with the purchase of the products.
- Arrive is not liable for any claim made by a third party or made by the purchaser for a third party.
- This warranty does not cover the cost of equipment installation, removal, or reinstallation.
HARDWARE RETURN PROCEDURES
- If a Hardware Product or one of its component parts does not function as warranted during the warranty period, and such nonconformance can be verified by Arrive, Arrive, at its election, will provide either return and replacement service or replacement with a refurbished part/unit for the Hardware Product under the type of warranty service Arrive designates for that Hardware Product.
- A defective Hardware Product or one of its component parts may only be returned to Arrive upon Arrive’s prior written approval. Any such approval shall reference an RMA number issued by an authorized Arrive service representative.
- To request an RMA number, you or your local Arrive Certified Solution Provider must contact Arrive’s CarePoint Technical Assistance Center ("CTAC") and open a Service Request. You should always register the Hardware Product in your Arrive User Center account. If you do not register the Hardware Product with Arrive, you may be required to present proof of purchase as evidence of your entitlement to warranty service.
- The Hardware Product’s identification numbers such as model, serial number, MAC address (as applicable) will be required for all RMA cases.
- Transportation costs, if any, incurred in connection with the return of a defective Hardware Product to Arrive shall be borne by You. Any transportation costs incurred in connection with t