This End-User License Agreement ("EULA") is between You (either an individual or a legal entity) and Luminous Canada Inc. (each a "Party" and collectively "Parties") for "Luminous tool (LCI_NSA-V1.0.exe)" in any release and any related electronic or written documentation (hereinafter the "Software"). This software is protected under Canada and/or Foreign Copyright Laws and provisions in international treaties. Unauthorized reproduction and distribution of this software or parts of it are liable to prosecution. It may be prosecuted according to criminal as well as civil law and may result in severe punishment and/or damage claims. You must reproduce and include the copyright notices with any permitted copies You make of the Software. By installing, copying, and/or using the Software, You acknowledge and confirm that You (1) have read and understood the EULA, as well as any other additional terms made available to you together with the Software ("Additional Terms"), (2), agree to be bound by the terms and conditions of this EULA and the Additional Terms and (3) have the power to make such a declaration for your company. Luminous Canada does not license the Software to You if You do not agree to the terms and conditions of this EULA. In such an event, do not install the Software and promptly contact Luminous Canada for instructions on the return of the Software.
In order to protect plants, systems, machines, and networks against cyber threats, it is necessary to implement - and continuously maintain - a holistic, state-of-the-art security concept. Luminous Canada's portfolio only forms one element of such a concept. You are responsible for preventing unauthorized access to your plants, systems, machines, and networks which should only be connected to an enterprise network or the internet if and to the extent such a connection is necessary and only when appropriate security measures (e.g. firewalls and/or network segmentation) are in place. Additionally, Luminous Canada's guidance on appropriate security measures should be taken into account. For additional information, please contact your Luminous Canada sales representative or visit https://www.luminouscanada.ca/contacts Luminous Canada's portfolio undergoes continuous development to make them more secure. Luminous Canada strongly recommends that updates are applied as soon as they are available and that the latest versions are used. Use of versions that are no longer supported, and failure to apply the latest updates may increase your exposure to cyber threats. Luminous Canada strongly recommends complying with security advisories on the latest security threats, patches, and other related measures, published.
Luminous Canada grants You a non-exclusive, non-transferable license to use the Software in object code form and solely for your use. The license grant is subject to the following limitations: a) If the Software was obtained by You from Luminous Canada directly or through its licensed distributors for use on a single machine, then You may only install the Software on a single machine owned or licensed by You at any one time. b) If the Software was obtained by You from Luminous Canada or its distributors for networked use, You may copy and distribute the Software over an internal network for use, at any one time, by the number of active concurrent users for which You obtained a license key from Luminous Canada. c) You may make only one copy of the Software as an archival backup copy of the original. If this Software includes any related documentation provided in electronic form, You may print copies of this electronic documentation. d) You may not distribute, sublicense, rent, lend, lease, assign or transfer this EULA, the Software, or its components, in whole or in part without the express written consent from Luminous Canada. e) You may not or direct any third party to reverse engineer, decompile, or disassemble those Software programs except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. f) You also shall not or direct any third party to (i) modify or create a derivative work of the Software, or (ii) extract any individual parts except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. g) This EULA does not grant You any rights whatsoever in relation to the trademarks or service marks of Luminous Canada.
If a misuse of the Software by You requires Luminous Canada or any licensor of Luminous Canada to engage in any legal or other proceedings to enforce their rights under this EULA, Luminous Canada and/or its licensor shall be entitled to recover from You, in addition to any other sums due, reasonable attorney's fees, costs, and disbursements unless otherwise agreed in separate writing between the Parties.
This EULA applies to updates, releases, revisions, enhancements, or supplements to the original Software provided by Licensor or Luminous Canada ("Updates") unless Licensor or Luminous Canada provides other terms along with the Update. The Software may contain certain components such as open-source software components or third-party components licensed by Luminous Canada (each, a "Component"). Each Component may have a separate end user license agreement (a "Third Party License"). The terms of any Third Party License (if any) that apply to the Software are specified and part of the Additional Terms.
Except where the parties agree in writing to the contrary, you are solely responsible for ensuring that: (i) the system on which the Software is installed, run, and/or used contains all third party software not contained in or bundled with the Software as delivered and that is necessary to run, install and/or use such Software ("Other Third Party Software") and (ii) You and/or your system fulfill the requirements of all required licenses for such Other Third-Party Software.
This EULA is effective from the first date You install, copy, or otherwise use the Software. You may terminate this EULA at any time by deleting or destroying the Software, all backup copies, and all related materials provided to You by Luminous Canada except where otherwise is agreed between Luminous Canada and You. Without prejudice to any other rights of Licensor or Luminous Canada, Your license rights terminate automatically and immediately without notice if You fail to comply with any provision or condition of this EULA. In such a case You will be obliged to destroy all copies, all related materials of the Software, and all its components.
Unless Luminous Canada agrees in a separate writing to provide an exception to this warranty disclaimer concerning the Software Luminous Canada shall be only liable for defects and any violation of property rights as outlined in this Clause as follows: You acknowledge the Software is provided "as is" and neither Luminous Canada nor any of the licensors make any representation or warranties, express or implied, including but not limited to the warranties of merchantability or fitness for the particular purpose or that the Software will not infringe any third party patents, copyrights, trademarks or other rights. There is no warranty by Luminous Canada or their licensor or by any other party that the functions contained in the Software will meet your requirements or that the operation of the Software will be uninterrupted or error-free. No oral or written information or advice given by a Luminous Canada representative shall create a warranty of in any way affect this disclaimer. You assume all responsibility to achieve your intended results and for the installation, use, and results obtained from it. This exclusion shall not apply in the event of gross negligence, unlawful intent, or insofar as mandatory law provides otherwise.
Unless otherwise agreed in separate writing between the parties, in no event shall Luminous Canada, its employees, licensors, affiliates, or agents be liable for any costs of procurement of substitute goods or services, loss of data, loss of use, property damage, loss of profits interruption of business or any special, indirect, incidental, economic, punitive or consequential damages, however, caused, and whether arising under contract, tort, negligence, or other theory of liability, or arising out of the use of or inability to use the Software, even if Luminous Canada is advised of the possibility of such damages. The limitation of liability shall not apply if and to the extent Luminous Canada's liability is mandatory under the applicable law.
Luminous Canada and its affiliates have no obligation to furnish You with technical support services or to debug the Software unless separately agreed in writing between You and Luminous Canada. Luminous Canada and where applicable their licensors in the Software shall be free to use any feedback and/or technical data including audit data received from You resulting from your access to and use of the Software for any purpose including (without limitation) development, manufacture, marketing, product ordering, and maintenance or support of products and services. If and insofar as permissible under the relevant laws You permit Luminous Canada and its affiliates to audit the use of the Software and will give assistance and access to the necessary information.
You acknowledge that Luminous Canada uses a software-based solution for the administration of data and license information. You agree that Luminous Canada stores and uses all data and information required for the business relationship between You and Luminous Canada or resulting from said relationships, especially but not limited to contractual documents and papers as well as data and information of and about You and Your auxiliary persons necessary for the performance of the contract. Such information may be stored and used in and outside Canada. Furthermore, all this data and information may be disclosed to Luminous Canada's associated companies for corresponding processing, especially for providing services, fulfillment of legal requirements, or for Luminous Canada internal audit and/or supervisory requirements; this is always in compliance with respectively applicable data protection laws.
The Software, including technical data / cryptographic software, may be subject to Canada, U.S, European Union export controls and may be subject to import or export controls in other countries. You agree to strictly comply with all applicable import and export regulations when distributing or using the Software. Luminous Canada shall not be obligated to fulfill this agreement if such fulfillment is prevented by any impediments arising out of Canada national or European Community and US Re-export international foreign trade or customs requirements or any embargoes or other sanctions.
Unless Luminous Canada has given separate individual contract conditions in writing this EULA represents the entire agreement between You and Luminous Canada relating to the Software and (i) supersedes all prior or contemporaneous oral or written communications concerning its subject matter; and (ii) prevails over any conflicting or additional terms of any communication between the Parties during the term of this EULA. If any provision of this EULA is held invalid, all other provisions shall remain valid unless such validity would frustrate the purpose of this EULA, and this EULA shall be enforced to the full extent allowable under applicable law. © Luminous Canada 2020, All rights reserved.
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