NIM LABS LLC
END USER LICENSE AGREEMENT
END USER LICENSE AGREEMENT
By installing or using NIM (the “Program”), you indicate your acceptance of the following NIM Labs LLC End User License Agreement (the “Agreement”).
This is a legal document which constitutes an agreement between you (whether you are the end user, or the installer or purchaser of the Program, or the employer or engager of end users) and NIM Labs LLC (“NIM Labs”). Carefully read all the terms and conditions of this Agreement prior to installing the Program.The Program is provided as is without warranty of any kind.If you do not agree to these terms and conditions, then do not install or use the Program. Instead, notify NIM Labs.
- License. NIM Labs hereby grants you the limited, nonexclusive, nontransferable, non-assignable, non-sublicensable, revocable right to use the Program. Your right to use the Program terminates immediately upon the violation of any provision of this Agreement.
- Parties Bound. Whether you are the purchaser of this Program or an end user, you must comply with this Agreement. If you are the purchaser of this Program, you are also responsible for any violation of this Agreement by your employees, your agents and your contractors (collectively, “End Users”).
- Restrictions. You (and, if you are the installer or purchaser of this Program, your End Users) must not: (a) make modifications of any kind, either to the Program itself or to the environment in which it operates, that suppress the Program’s screen output; (b) sell, rent, lease or distribute copies of (or access to) the Program or related documentation to others, or charge others a fee in return for access to the Program; (c) modify, translate, disassemble, decompile, create derivative works from or reverse engineer in any way the Program or related documentation; (d) use, copy, alter, modify, or transfer the Program or documentation or any copy except as expressly provided in this Agreement; (e) remove, obscure, alter or omit any copyright, trademark, patent or other legal notices displayed on, by or in connection with the Program; (f) alter, disable, circumvent or attempt to circumvent any technological measure that controls access to, use of or copying of the Program, including but not limited to registration and activation procedures; (g) use or make available the Program as an Application Service Provider (ASP); or (h) export or allow access to the Program in any manner contrary to the export regulations of the United States.
- Installation. You may install the Program onto a single server under your ownership or control. You may then during the term of this agreement permit your End Users to access and use the Program by providing each end user with an individual account (user name and password).
- Multi-User Limitation. You may install accounts for as many End Users as you like but you must not attempt to activate accounts for more End Users than NIM Labs has authorized you for. The Program is designed to enforce this limit on activations, and you must not attempt to circumvent this mechanism. You must not permit or allow End Users to share accounts with each other, and you must not permit or allow the general public to access or use the Program. You must ensure that no use is made of the Program in violation of these limits. You must promptly notify NIM Labs of any infringement of the Program (including use beyond the permitted number of End Users) of which you are or become aware and provide NIM Labs with all reasonable assistance necessary to counter such infringement.
- Backup. Once installed onto a server, you may make one copy of the Program from the files from that server solely for backup purposes. You must not delete the copyright notices on the backup copy.
- Copyright. The Program and related documentation are copyrighted property of NIM Labs. You may not copy the Program or its documentation except for backup purposes solely as expressly permitted in this Agreement and to load the Program into the computer as part of executing the Program. All other copies of the Program (including software that has been modified, merged, decompiled, disassembled, reverse engineered, or included with other software) and of its documentation are in violation of this Agreement.
- Program Modifications. You hereby assign to NIM Labs your entire right, title and interest (including, without limitation, all patent rights, design rights, copyrights, trademarks, trade dress and trade secrets) in and to any modifications or improvements to the Program which you may propose or make or which you and NIM Labs may jointly propose or make.
- NO WARRANTY; DISCLAIMER. THE PROGRAM IS PROVIDED AS IS WITHOUT WARRANTY OF ANY KIND. YOU ASSUME THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE PROGRAM. NIM LABS MAKES NO REPRESENTATION OR WARRANTIES WITH RESPECT TO THE PROGRAM AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. FURTHER, NIM LABS DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE CORRECTNESS, ACCURACY, RELIABILITY, COMPATIBILITY OR UNINTERRUPTED OPERATION OF THE PROGRAM, OR OTHERWISE; AND YOU RELY ON THE PROGRAM AND ITS RESULTS SOLELY AT YOUR OWN RISK. YOU ASSUME THE ENTIRE RISK AS TO THE SELECTION, USE, PERFORMANCE, QUALITY AND RESULTS OF AND RELIANCE UPON THE PROGRAM. YOU AGREE NOT TO USE THE PROGRAM IN ANY SITUATION WHERE SIGNIFICANT DAMAGE OR INJURY TO PERSONS, PROPERTY OR BUSINESS COULD OCCUR FROM A SOFTWARE ERROR. NIM LABS EXPRESSLY DISCLAIMS THE UNIFORM COMMERCIAL CODE AND THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS.
- LIMITATION OF LIABILITY. NIM LABS, ITS OFFICERS, EMPLOYEES AND AGENTS, AND ITS DISTRIBUTORS, DEALERS AND RETAILERS (COLLECTIVELY, “NIM LABS RELATED PARTIES”) SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, COLLATERAL, SPECIAL, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES OR FOR LOSS OF BUSINESS, LOSS OF PROFITS, INTERRUPTION OF SERVICE, LOSS OF DATA, LOSS OF GOODWILL, OR THE LIKE, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, WHETHER FORESEEABLE OR UNFORESEEABLE, EVEN IF NIM LABS OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- FURTHER LIMITATION OF LIABILITY. IN ANY EVENT, THE AGGREGATE LIABILITY OF NIM LABS RELATED PARTIES TO YOU IS LIMITED TO: (A) REFUND OF THE PRICE YOU PAID FOR THE PROGRAM, IF YOU ARE THE PURCHASER OF THE PROGRAM; OR (B) TEN DOLLARS ($10) IF YOU ARE AN AUTHORIZED END USER OF THE PROGRAM BUT ARE NOT THE PURCHASER. IF, FOR SOME REASON, NIM LABS RELATED PARTIES ARE LIABLE TO YOU EVEN THOUGH NEITHER (A) NOR (B) APPLY, THEN THE AGGREGATE LIMITATION OF LIABILITY TO YOU IS TEN DOLLARS ($10).
- EXCLUSIVITY OF REMEDIES. THE FOREGOING STATES YOUR SOLE AND EXCLUSIVE REMEDY AGAINST NIM LABS THE LIMITED WARRANTY, EXCLUSIVE REMEDIES AND LIMITED LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN NIM LABS AND YOU. YOU AGREE AND ACKNOWLEDGE THAT NIM LABS WOULD NOT BE ABLE TO PROVIDE THE PROGRAM ON AN ECONOMIC BASIS WITHOUT SUCH LIMITATIONS.
- Jurisdictional Note. Some jurisdictions do not allow excluding or limiting implied warranties or limiting liability for incidental or consequential damages, and some jurisdictions have special statutory consumer protection provisions that may supersede this limitation of liability. As a result, these limitations may not apply to you if prohibited by the laws of your jurisdiction. These warranties give you specific legal rights and remedies; you may also have other rights and remedies which arise from operation of law and vary from jurisdiction to jurisdiction.
- Duty to Back Up Data. It is your responsibility to periodically back up all data used in conjunction with the Program, and to advise End Users to do likewise, in order to prevent catastrophic loss. NIM Labs has no liability for loss of data, no matter what the cause.
- U.S. Government Restricted Rights. The Program and any accompanying documentation and materials are provided with Restricted Rights. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in the Commercial Computer Software – Restricted Rights clause at FAR 52.227-19, The Rights in Technical Data and Computer Software clause at DFARS 252.227-7015 and DFARS 227.7202, and in similar clauses in the NASA FAR Supplement, as applicable. Contractor/manufacturer is NIM Labs LLC, 1907 Olympic Blvd, Santa Monica, CA 90404, Attn: Legal Affairs.
- Term and Termination. The term of this Agreement will be specified by NIM Labs, but will automatically terminate upon the release of a generally commercially available version of the Program. Either Party may terminate this Agreement at any time for any reason or no reason upon notice to the other party. Upon any termination or expiration of this Agreement, (a) all rights and licenses granted to you in this Agreement will immediately terminate, (b) you will immediately return or, if instructed by NIM Labs, destroy all copies of the Program and any other Proprietary Information, and (c) Sections2, 3, 5 and 7-18 will survive.
- Disputes. All claims must be brought within twelve (12) months following the date such claim arose. If you breach this Agreement, NIM Labs has the right to do any or all of the following: suspend your access to the Program; terminate this Agreement; and obtain equitable and monetary relief. In the event of a breach, the breaching party will pay to the other party any reasonable attorneys’ fees and other costs and expenses incurred by such other party in connection with the enforcement of any provisions of this Agreement. This Agreement is deemed accepted, executed and performed in Los Angeles County, California, U.S.A. This Agreement is subject to the substantive laws of the state of California, U.S.A. without reference to choice of law or conflict of law principles. You and NIM Labs consent to personal and exclusive jurisdiction of, and venue in, the state and federal courts within Los Angeles County, California, U.S.A., and waive any objection to jurisdiction or venue or based on forum non convenience or similar doctrines.
- General. NIM Labs shall have the right to freely assign or transfer this Agreement. Nothing in this Agreement shall be construed as creating a partnership or joint venture between the parties or making you an agent or employee of NIM Labs. Neither party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever. This Agreement shall bind and inure to the benefit of the successors and permitted assigns of the parties. You may not assign, transfer or delegate this Agreement. If any provision of this Agreement is unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of the remaining provisions of this Agreement. No waiver of rights under this Agreement by either party shall constitute a subsequent waiver of this or any other right under this Agreement. This document constitutes the complete Agreement between you and NIM Labs and cannot be changed or modified except by a written agreement between the purchaser and NIM Labs signed by an officer of NIM Labs. All notices, consents and approvals under this Agreement must be delivered in writing by courier, by facsimile, or by certified or registered mail (postage prepaid and return receipt requested) to the other party at the other party’s address as last known to the party sending the notice, consent or approval. NIM Labs’ current address is set forth in Section 15 above.
Rev. June 18, 2018