This End User License Agreement ("EULA") is a legal agreement between you and Unwiredprime, Corp. ("Unwiredprime") for use of the software embedded on your Unwiredprime location product and application software ("Product") as originally delivered by Unwiredprime ("Software"). BY USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY ALL OF THE TERMS SET FORTH BELOW. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT INSTALL OR USE THE SOFTWARE; YOU MAY RETURN THE PRODUCT IN ACCORDANCE WITH OUR RETURN POLICY, IF APPLICABLE.
Unwiredprime hereby grants to you a non-exclusive, non-transferable limited copyright license to use the Software embedded on the Product. All rights not expressly granted are reserved by Unwiredprime. This license is with respect to copyright rights only and specifically excludes any and all patent rights. The terms of this EULA will govern any upgrades provided by Unwiredprime that replace and/or supplement the original Software, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern. The license rights granted under this EULA are limited to the first thirty (30) days after you first use the Software unless you supply information necessary to activate your subscription to the Unwiredprime location service ("Service"). For example, you may activate the Service by adding your Unwiredprime device to Unwiredprime mobile application.
You agree not to exceed the scope of the foregoing license, copy, create derivative works, reproduce, modify or distribute the Software. Subject to applicable law, you agree not to decompile, reverse engineer, disassemble or otherwise attempt to learn the source code, structure or algorithms underlying the Software. You agree not to (i) remove any copyright or other proprietary notice from the Software, (ii) sublicense or transfer the Software to a third party; (iii) extract or replace any part of the Software; or (iv) sell, rent, lease, lend, provide commercial hosting services or otherwise transfer the Software for value. This EULA does not allow you to use the Software on a Product that you do not own or control.
Any rights not expressly granted to you are reserved by Unwiredprime and its affiliates. Neither this EULA, nor any act by Unwiredprime pursuant to or in connection with this EULA (including, without limitation, the delivery or conveyance of any hardware or software product) shall be construed to provide, either expressly, by implication, by way of estoppel, or otherwise, any license or any rights under any patents, copyrights or any other intellectual property rights of Unwiredprime or its affiliates, except as expressly provided in Paragraph 1 of this EULA.
The Software is licensed and not sold. You agree that Unwiredprime and its licensors retain all right, title and interest in and to the Software and all copies of the Software, including all copyrights therein. The Software is protected by copyright and other intellectual property laws and treaties. Please see "Additional Notices" available at http://www.Unwiredprime.com/legal/ for ownership and licensing information about additional software components included with the Product, if any.
To use Software identified as an upgrade, you must first be licensed for the Software identified by Unwiredprime as eligible for the upgrade. After upgrading, you may no longer use the Software that formed the basis for your upgrade eligibility. You acknowledge and agree that Unwiredprime may automatically check the version of the Software and/or its components that you are utilizing and may provide upgrades or fixes to the Software.
You agree that Unwiredprime and its affiliates may collect and use technical information related to the Product, the Service and your usage thereof. Our use of such information is further described in our Unwiredprime Privacy Policy located at http://www.Unwiredprime.com/legal/.
This EULA shall terminate immediately, without notice, if you fail to comply with any material term of this EULA. In addition, Unwiredprime may terminate this Agreement at any time upon notice to you and by posting notice on our website located at http://www.Unwiredprime.com. Upon termination you agree to immediately erase the Software from your Product and personal computer. Sections 2, 3, 4 and 7-13 shall survive the expiration or termination of this EULA.
The Software is subject to the export control laws and regulations of the United States and other jurisdictions. You agree to comply with all such laws and regulations.
This section only applies to the U.S. Government or if you are or are acting on behalf of an agency or instrumentality of the U.S. Government. The Software is "commercial computer software" developed exclusively at private expense. Pursuant to FAR 12.212 or DFARS 227 7202 and their successors, as applicable, use, reproduction and disclosure of the Software is governed by the terms of this EULA.
This EULA is governed by the laws of the State of New Jersey, USA, without regard to New Jersey's conflict of law principles. The United Nations Convention on Contracts for the Sale of International Goods does not apply to this EULA. If any provision hereof is held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and enforceable, and the legality, validity and enforceability of all other provisions of this EULA shall not be affected thereby. Certain additional notices are incorporated into this EULA which Unwiredprime, Corp. is required to provide with certain software components. Those notices are found at http://www.Unwiredprime.com/legal/ and are incorporated herein by this reference. Your use of software components together with the Unwiredprime, Inc. software is subject to the terms of your separate license from Unwiredprime, Inc. Compliance with all copyright laws and software licenses included in this EULA are the responsibility of the user. Please keep in mind that the Unwiredprime Privacy Policy, Terms of Use and Terms of Sale for your Product are additional contracts that you agree to and by which you also are bound. A copy of the Unwiredprime Privacy Policy, Terms of Use & Terms of Sale may be found at http://www.Unwiredprime.com/legal. Please keep this EULA, a copy of the Unwiredprime Privacy Policy, Terms of Use and the Terms of Sale for your records. This EULA constitutes the entire agreement between you and Unwiredprime regarding its subject matter and supersedes any prior or contemporaneous agreement, whether written or oral, relating to the subject matter of this EULA. If any provision of this EULA is held to be void, invalid, unenforceable or illegal, the remaining provisions of this EULA shall continue in full force and effect. This EULA may be updated from time to time and each update shall be effective immediately upon its posting on this web page.