Maintenance¶
Except as provided in “Updates”, Cambium is not responsible for maintenance or field service of the Software under this Agreement.
In connection with Cambium’s delivery of certain proprietary software or products containing embedded or pre-loaded proprietary software, or both, Cambium is willing to license this certain proprietary software and the accompanying documentation to you only on the condition that you accept all the terms in this End User License Agreement (“Agreement”).
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE PRODUCT OR INSTALL THE SOFTWARE. INSTEAD, YOU MAY, FOR A FULL REFUND, RETURN THIS PRODUCT TO THE LOCATION WHERE YOU ACQUIRED IT OR PROVIDE WRITTEN VERIFICATION OF DELETION OF ALL COPIES OF THE SOFTWARE. ANY USE OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO USE ON THE PRODUCT, WILL CONSTITUTE YOUR ACCEPTANCE TO THE TERMS OF THIS AGREEMENT.
In this Agreement, the word “Software” refers to the set of instructions for computers, in executable form and in any media, (which may include diskette, CD-ROM, downloadable internet, hardware, or firmware) licensed to you. The word “Documentation” refers to electronic or printed manuals and accompanying instructional aids licensed to you. The word “Product” refers to Cambium’s fixed wireless broadband devices for which the Software and Documentation is licensed for use.
Cambium Networks (“Cambium”) grants you (“Licensee” or “you”) a personal, nonexclusive, non-transferable license to use the Software and Documentation subject to the Conditions of Use set forth in Section 3 and the terms and conditions of this Agreement. Any terms or conditions relating to the Software and Documentation appearing on the face or reverse side of any purchase order, purchase order acknowledgment or other order document that are different from, or in addition to, the terms of this Agreement will not be binding on the parties, even if payment is accepted.
Any use of the Software and Documentation outside of the conditions set forth in this Agreement is strictly prohibited and will be deemed a breach of this Agreement.
1. Only you, your employees or agents may use the Software and Documentation. You will take all necessary steps to insure that your employees and agents abide by the terms of this Agreement.
2. You will use the Software and Documentation (i) only for your internal business purposes; (ii) only as described in the Software and Documentation; and (iii) in strict accordance with this Agreement.
3. You may use the Software and Documentation, provided that the use is in conformance with the terms set forth in this Agreement.
4. Portions of the Software and Documentation are protected by United States copyright laws, international treaty provisions, and other applicable laws. Therefore, you must treat the Software like any other copyrighted material (e.g., a book or musical recording) except that you may either: (i) make 1 copy of the transportable part of the Software (which typically is supplied on diskette, CD-ROM, or downloadable internet), solely for back-up purposes; or (ii) copy the transportable part of the Software to a PC hard disk, provided you keep the original solely for back-up purposes. If the Documentation is in printed form, it may not be copied. If the Documentation is in electronic form, you may print out 1 copy, which then may not be copied. With regard to the copy made for backup or archival purposes, you agree to reproduce any Cambium copyright notice, and other proprietary legends appearing thereon. Such copyright notice(s) may appear in any of several forms, including machine-readable form, and you agree to reproduce such notice in each form in which it appears, to the extent it is physically possible to do so. Unauthorized duplication of the Software or Documentation constitutes copyright infringement, and in the United States is punishable in federal court by fine and imprisonment.
5. You will not transfer, directly or indirectly, any product, technical data or software to any country for which the United States Government requires an export license or other governmental approval without first obtaining such license or approval.
If you transfer possession of any copy of the Software and Documentation to another party outside of the terms of this agreement, your license is automatically terminated. Title and copyrights to the Software and Documentation and any copies made by you remain with Cambium and its licensors. You will not, and will not permit others to: (i) modify, translate, decompile, bootleg, reverse engineer, disassemble, or extract the inner workings of the Software or Documentation, (ii) copy the look-and-feel or functionality of the Software or Documentation; (iii) remove any proprietary notices, marks, labels, or logos from the Software or Documentation; (iv) rent or transfer all or some of the Software or Documentation to any other party without Cambium’s prior written consent; or (v) utilize any computer software or hardware which is designed to defeat any copy protection device, should the Software and Documentation be equipped with such a protection device. If the Software and Documentation is provided on multiple types of media (such as diskette, CD-ROM, downloadable internet), then you will only use the medium which best meets your specific needs, and will not loan, rent, lease, or transfer the other media contained in the package without Cambium’s written consent. Unauthorized copying of the Software or Documentation, or failure to comply with any of the provisions of this Agreement, will result in automatic termination of this license.
You acknowledge that all Software and Documentation contain valuable proprietary information and trade secrets and that unauthorized or improper use of the Software and Documentation will result in irreparable harm to Cambium for which monetary damages would be inadequate and for which Cambium will be entitled to immediate injunctive relief. If applicable, you will limit access to the Software and Documentation to those of your employees and agents who need to use the Software and Documentation for your internal business purposes, and you will take appropriate action with those employees and agents to preserve the confidentiality of the Software and Documentation, using the same degree of care to avoid unauthorized or improper disclosure as you use for the protection of your own proprietary software, but in no event less than reasonable care.
You have no obligation to preserve the confidentiality of any proprietary information that: (i) was in the public domain at the time of disclosure; (ii) entered the public domain through no fault of yours; (iii) was given to you free of any obligation to keep it confidential; (iv) is independently developed by you; or (v) is disclosed as required by law provided that you notify Cambium prior to such disclosure and provide Cambium with a reasonable opportunity to respond.
Except as required in “Conditions of Use”, you will not, during the term of this Agreement or thereafter, use any trademark of Cambium, or any word or symbol likely to be confused with any Cambium trademark, either alone or in any combination with another word or words.
The Software and Documentation may not be transferred to another party without the express written consent of Cambium, regardless of whether or not such transfer is accomplished by physical or electronic means. Cambium’s consent may be withheld at its discretion and may be conditioned upon transferee paying all applicable license fees and agreeing to be bound by this Agreement.
During the first 12 months after purchase of a Product, or during the term of any executed Maintenance and Support Agreement for the Product, you are entitled to receive Updates. An “Update” means any code in any form which is a bug fix, patch, error correction, or minor enhancement, but excludes any major feature added to the Software. Updates are available for download at http://www.cambiumnetworks.com/linkplanner.
Major features may be available from time to time for an additional license fee. If Cambium makes available to you major features and no other end user license agreement is provided, then the terms of this Agreement will apply.
Except as provided in “Updates”, Cambium is not responsible for maintenance or field service of the Software under this Agreement.
CAMBIUM DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR IN ANY COMMUNICATION WITH YOU. CAMBIUM SPECIFICALLY DISCLAIMS ANY WARRANTY INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILTY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS.” CAMBIUM DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. CAMBIUM MAKES NO WARRANTY WITH RESPECT TO THE CORRECTNESS, ACCURACY, OR RELIABILITY OF THE SOFTWARE AND DOCUMENTATION. Some jurisdictions do not allow the exclusion of implied warranties, so this exclusion may not apply to you.
THE TOTAL LIABILITY OF CAMBIUM UNDER THIS AGREEMENT FOR DAMAGES WILL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE PRODUCT LICENSED UNDER THIS AGREEMENT. IN NO EVENT WILL CAMBIUM BE LIABLE IN ANY WAY FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES OF ANY NATURE, INCLUDING WITHOUT LIMITATION, LOST BUSINESS PROFITS, OR LIABILITY OR INJURY TO THIRD PERSONS, WHETHER FORESEEABLE OR NOT, REGARDLESS OF WHETHER CAMBIUM HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. Some jurisdictions do not permit limitations of liability for incidental or consequential damages, so these exclusions may not apply to you.
If you are acquiring the Product on behalf of any unit or agency of the U.S. Government, the following applies. Use, duplication, or disclosure of the Software and Documentation is subject to the restrictions set forth in subparagraphs (c) (1) and (2) of the Commercial Computer Software - Restricted Rights clause at FAR 52.227-19 (JUNE 1987), if applicable, unless being provided to the Department of Defense. If being provided to the Department of Defense, use, duplication, or disclosure of the Products is subject to the restricted rights set forth in subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 (OCT 1988), if applicable. Software and Documentation may or may not include a Restricted Rights notice, or other notice referring specifically to the terms and conditions of this Agreement. The terms and conditions of this Agreement will each continue to apply, but only to the extent that such terms and conditions are not inconsistent with the rights provided to you under the aforementioned provisions of the FAR and DFARS, as applicable to the particular procuring agency and procurement transaction.
Your right to use the Software will continue in perpetuity unless terminated as follows. Your right to use the Software will terminate immediately without notice upon a breach of this Agreement by you. Within 30 days after termination of this Agreement, you will certify to Cambium in writing that through your best efforts, and to the best of your knowledge, the original and all copies, in whole or in part, in any form, of the Software and all related material and Documentation, have been destroyed, except that, with prior written consent from Cambium, you may retain one copy for archival or backup purposes. You may not sublicense, assign or transfer the license or the Product, except as expressly provided in this Agreement. Any attempt to otherwise sublicense, assign or transfer any of the rights, duties or obligations hereunder is null and void.
This Agreement is governed by the laws of the United States of America to the extent that they apply and otherwise by the laws of the State of Illinois.
This agreement may not be assigned by you without Cambium’s prior written consent.
The parties agree that where the context of any provision indicates an intent that it survives the term of this Agreement, then it will survive.
This agreement contains the parties’ entire agreement regarding your use of the Software and may be amended only in writing signed by both parties, except that Cambium may modify this Agreement as necessary to comply with applicable laws.