Software End User License Agreement – SR Tester
The SR Tester software (including user documentation in electronic form which may have been provided separately or together with this software, hereinafter collectively referred to as “Software”) will allow you to perform testing of your product (“Product”) against the SR Certified specification in accordance with procedures (“Certification Procedures”) made available by Signify Lighting B.V., a Dutch limited liability company, with its principal office at High Tech Campus 48 Eindhoven, the Netherlands (“Signify”). You may use this Software on a PC owned or controlled by you (“Device”).
Agreement. This software end user license agreement ("Agreement") is a legal and binding agreement between you (being the legal entity performing the testing of the Product and herein referred to as “you”) and Signify. By downloading, installing or otherwise using the Software, you accept and agree to be bound by the provisions of this Agreement. If you do not agree to the provisions of this Agreement, do not download, install or otherwise use the Software.
Grant of License. This Agreement grants you a non-exclusive, nontransferable, non-sub licensable license to install and use on the Device, one (1) copy of the Software in object code format solely for your testing of the Product in accordance with the Certification Procedures. The Software is "in use" when it is loaded into the temporary or permanent memory (i.e. RAM, hard disk, etc.) of the Device. Except as provided otherwise herein, you shall not rent, lease, sublicense, sell, assign, loan, or otherwise transfer the Software. You shall not, and you shall not permit any third party, to reverse engineer, decompile, or disassemble the Software, except to the extent that applicable law expressly prohibits the foregoing restriction. You may not remove or destroy any product identification, copyright notices, or other proprietary markings or restrictions from the Software. You may not modify or adapt the Software, merge the Software into another program or create derivative works based upon the Software.
Use of and Reliance on Data. You acknowledge that in undertaking the Certification Procedures through using the Software, Signify may access certain data related to such testing, including but not limited to, your Product submitted for testing, the testing protocols deployed on your Product, and the results of such testing protocols (“Product Data”). The Software will store the Product Data in an external database in the cloud. Signify may collect the Product Data and you grant to Signify the right to use the Product Data for product development, including improvements to Signify’ products. The Product Data will only be used by Signify, its licensors and suppliers. Notwithstanding the license rights granted herein, you shall not use or rely upon (i) the Product Data as part of your Certification Procedure; and (ii) the Product Data to support a claim related to any warranty, guarantee, or other assurance offered by Signify regarding its Xitanium driver.
Support. For any questions and support, please contact (Signifyfieldapps@philips.com). For the avoidance of doubt, Signify shall have no obligation to provide any technical or other support in connection with the use of the Software. In the event that you detects any defects, bugs, errors or failure(s) in the Software (collectively “Errors”), you shall promptly notify Signify of such Errors. Signify shall have no obligation whatsoever to correct such Errors.
Upgrades. Signify may, at its sole option, make upgrades to the Software available by general posting on a website or by any other means or methods. Such upgrades may be made available pursuant to the terms of this Agreement or the release of such upgrades to you may be subject to your acceptance of another agreement.
IEC 62386 standard: You acknowledge that the testing does not indicate whether the Product complies with the standard as specified in IEC 62386. For the avoidance of doubt, Signify offers no warranty, guarantee, or other assurance that even if a product passes the Certification Procedures, it complies with, or otherwise supports, the IEC 62386 standard.
Ownership. The Software is licensed and not sold to you. This Agreement grants you only the right to use the Software, but you do not acquire any rights, express or implied, in the Software other than those specified in this Agreement. Signify and its licensors retain all right, title, and interest in and to the Software, including all patents, copyrights, trade secrets, and other intellectual property rights incorporated therein. The Software is protected by copyright laws, international treaty provisions, and other intellectual property laws. You may not copy the Software without prior written authorization of Signify, except that you may make one (1) copy of the Software for your back-up purposes only. All titles, trademarks, and copyright and restricted rights notices shall be reproduced on your back up copy of the Software.
Open Source Software. This software may be accompanied by components that are subject to Open Source Terms, as stated in the user documentation accompanying the Software; such components are only subject to their own license conditions and this Agreement does not apply to such components. Your license rights under this Agreement do not include any right or license to use, distribute or create derivative works of the Software in any manner that would subject the Software to Open Source Terms. "Open Source Terms" means the terms of any license that require as a condition of use, modification and/or distribution of a work, the making available of source code or other materials preferred for modification, and/or the granting of permission for creating derivative works, and/or the reproduction of certain notices or license terms in derivative works or accompanying documentation, and/or the granting of a royalty-free IP license to any party.
Confidentiality. You acknowledge that the Software and any other information provided by Signify to you in connection with this Agreement contain valuable, proprietary information, know-how and/or trade secrets of Signify, its affiliates and/or its supplier(s), as the case may be (“Confidential Information”). You shall employ procedures for safeguarding the Confidential Information at least as rigorous as you would employ for your own confidential information (and in any event protect the Confidential Information with reasonable care) and you shall not disclose it to any third party.
No Warranties. Signify provides the Software “as is” and without any warranty. Signify does not warrant that the Software will operate error free or uninterrupted, or will meet your requirements (including relying on the results in connection with the Certification Procedures). All user generated content (including the Product Data) is provided “as is” and “as available”. You assume all responsibilities for selection of the Software to achieve your intended results, and for the installation of, use of, and results obtained from the Software. To the maximum extent permitted by applicable law, Signify and its licensors disclaim all warranties and conditions, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and accuracy or completeness of results with respect to the use of the Software. There is no warranty against infringement. Signify does not warrant that you will be able to download, copy, store, display, transfer, and/or play secure content.
Limitation of Liability. Under no circumstances will Signify be liable for any consequential, special, indirect, incidental or punitive damages whatsoever, including, without limitation, damages for loss of profits or revenues, business interruption, loss of business information, loss of data, loss of use or other pecuniary loss, even if Signify has been advised of the possibility of such damages. In no event shall Signify aggregate liability for damages arising out of this Agreement exceed the greater of the price actually paid by you for the Software or five euro (EUR 5.00).
Termination. This Agreement shall be effective upon installation by you of the Software and shall terminate (i) at the discretion of Signify, due to your failure to comply with any term of this Agreement; or (ii) if any fee charged by Signify for continued use is not paid in due time; or (iii) upon destruction of all copies of the Software. Signify' rights and your obligations shall survive the termination of this Agreement. Upon termination you will immediately cease use of the Software.
Export. You will adhere to all applicable domestic and foreign export control laws and regulations and will not export or re-export any party of (or the content of) the Software without having obtained all required national and international government licenses, approvals or waivers. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Governing Law. This Agreement shall be construed, interpreted and governed by the laws of the Netherlands without regard to conflicts of law provisions thereof. Any litigation arising from or relating to this Agreement shall be filed and prosecuted exclusively before a court of competent subject matter jurisdiction in Amsterdam, the Netherlands; however, Signify may enforce its intellectual property rights in any court of competent jurisdiction, including but not limited to equitable relief. You hereby consent to the jurisdiction of such courts over you and covenant not to assert any objection to proceeding in such courts.
Miscellaneous: This Agreement shall constitute the entire agreement between Signify and you with respect to the Software and the subject-matter of this Agreement. Any waiver of any provision of this Agreement by Signify shall only be effective if it is in writing and signed by Signify. If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement will continue in full force and effect.