NComputing vSpace with X-series Devices End User License Agreement
Contents
1. NOT include major upgrades to the Software which may contain major feature additions support for previously unsupported operating systems or support for new hardware products such major upgrades constitute new software for which NComputing may charge additional fees and which may or may not be made available via the Update Services b If available you may obtain Updates at no additional charge within one 1 year after the date of your purchase of a license for the Software provided that you have properly registered such Software and assigned it to your Licensed Computer c After one year from the date of your purchase NComputing may make further updates available to you for an additional fee per its Support and Subscription SnS Terms and Conditions d You may obtain Updates only from NComputing or its authorized sources e The Software is designed to be compatible with currently supported operating systems and computer hardware Notwithstanding the foregoing NComputing does not warrant and or represent that the Software will be compatible with any operating systems applications hardware or software or any updates or upgrades thereto If you upgrade your operating system applications hardware or software NComputing will not be liable for any problems that may occur as a result of an incompatibility between the Software and any such upgraded hardware or software product f You may not use these Update Services in any way t2. States before a sole arbitrator in accordance with the rules of the Arbitration Tribunal 2 this arbitration agreement is made pursuant to a transaction involving interstate commerce in the United States and shall be governed by the Federal Arbitration Act FAA 9 U S C 1 16 3 the arbitrator s decision shall be controlled by this Agreement and any of the other agreements referenced herein that the applicable Customer may have entered into in connection with the Software 4 the arbitrator shall honor claims of privilege recognized at law 5 there shall be no authority for any claims to be arbitrated on a class or representative basis arbitration can decide only Customer s and or the applicable NComputing Entity s individual claims the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated 6 the arbitrator shall not have the power to award punitive exemplary special or consequential damages against Customer or any NComputing Entity 7 in the event that the administrative fees and deposits that must be paid to initiate arbitration against any NComputing Entity exceed 125 USD and Customer is unable or not required under the rules of the Arbitration Tribunal to pay any fees and deposits that exceed this amount NComputing agrees to pay them and or forward them on Customer s behalf subject to ultimate allocation by the arbitrator In addition if Customer is able to demon
3. affected Software or ii to repair or replace the Software to make it perform substantially in accordance with the Limited Warranty This Limited Warranty shall not apply i if you make any unauthorized modifications to the Software or misuse abuse of the Software ii if you use the Software for purposes other than its intended use or ii if you violate any terms and conditions of this EULA NComputing and its suppliers make no warranties and provide no remedies in connection with any defects discovered after the ninety day Limited Warranty period EXCEPT FOR THE LIMITED WARRANTY PROVIDED ABOVE THE SOFTWARE INCLUDING WITHOUT LIMITATION ANY OPEN SOURCE SOFTWARE INCORPORATED THEREIN OR PROVIDED THEREWITH AND ANY ACCOMPANYING DOCUMENTATION ARE PROVIDED AS IS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW THE WARRANTIES EXPRESSLY STATED HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES WHETHER IMPLIED STATUTORY OR OTHERWISE INCLUDING THE WARRANTIES OF MERCHANTABILITY NON INFRINGEMENT TITLE FITNESS FOR A PARTICULAR PURPOSE OR SATISFACTORY QUALITY WHICH NCOMPUTING SPECIFICALLY DISCLAIMS FOR ITSELF AND ON BEHALF OF ITS SUPPLIERS TOGETHER WITH ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE IN TRADE NO ADVICE OR INFORMATION WHETHER ORAL OR WRITTEN OBTAINED FROM NCOMPUTING OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIME
4. with NComputing shall be subject to the laws and jurisdiction of the state listed above in which you have your principal offices or if you are not a business the state listed above where you are resident 2 Despite any term of this Agreement in paragraph 5 or elsewhere to the contrary and to the extent required by Directive 91 250 EEC as amended on the legal protection of computer e NComputing programs as implemented in your jurisdiction for the time while you have the right to use the Software you have the right to 2 1 make a back up copy to the extent that it is necessary to do so to use the Software 2 2 observe study or test the functioning of the Software in order to determine the ideas and principles which underlie any element of the program if you do so while performing any of the acts of loading displaying running transmitting or storing the program which you are entitled to do and 2 3 disassemble decompile reverse engineer or create derivative works based on the whole or any part of the Software but in either case only to the extent that such actions cannot be prohibited because they are essential for the purpose of achieving inter operability of the Software with another software program and provided that the information obtained by you during such activities i is used only for the purpose of achieving inter operability of the Software with another software program ii is not unnecessarily disclosed or commu
5. NComputing END USER LICENSE AGREEMENT for NComputing vSpace with X series Devices IMPORTANT READ THIS CAREFULLY THIS IS A LEGAL AGREEMENT BETWEEN YOU AND NCOMPUTING CO LTD NCOMPUTING YOU MUST CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT EULA IN ITS ENTIRETY BEFORE INSTALLING OR USING THE NCOMPUTING VSPACE SOFTWARE AND OR LICENSED DEVICES IN ANY WAY BY CLICKING ON THE ACCEPT BUTTON PRESENTED IN CONNECTION WITH THIS EULA OR BY INSTALLING OR USING THE NCOMPUTING VSPACE SOFTWARE AND OR LICENSED DEVICES YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA IF YOU ARE AN INDIVIDUAL AGREEING TO THE TERMS OF THIS EULA ON BEHALF OF AN ENTITY SUCH AS YOUR EMPLOYER YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY TO THE TERMS OF THIS EULA IF YOU DO NOT HAVE SUCH AUTHORITY OR IF YOU DO NOT AGREE WITH THE TERMS OF THIS EULA THEN PLEASE EXIT THIS PAGE WITHOUT CLICKING ON THE ACCEPT BUTTON DO NOT INSTALL OR USE THE NCOMPUTING VSPACE SOFTWARE AND OR LICENSED DEVICES AND IMMEDIATELY DELETE THE NCOMPUTING VSPACE SOFTWARE FROM THE COMPUTER ON WHICH IT WAS COPIED OR DOWNLOADED BY DOING SO YOU FOREGO ANY IMPLIED OR STATED RIGHTS TO INSTALL OR USE THE NCOMPUTING VSPACE SOFTWARE AND OR LICENSED DEVICES 1 OVERVIEW The terms and conditions set forth in this EULA apply to the NComputing vSpace desktop virtualization software t
6. R OF IMPLIED WARRANTIES SO THE NComputing DISCLAIMER OF IMPLIED WARRANTIES ABOVE MAY NOT APPLY TO YOU IN WHICH CASE THE DURATION OF ANY SUCH IMPLIED WARRANTIES SHALL BE LIMITED TO NINETY 90 DAYS FROM THE DATE YOU PURCHASED THE SOFTWARE PROVIDED HOWEVER THAT IN SUCH CASE NCOMPUTING S OR ITS SUPPLIERS SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR BREACH OF SUCH IMPLIED WARRANTIES SHALL IN ANY CASE BE AT NCOMPUTING S OPTION i TO REPAIR OR REPLACE THE SOFTWARE TO CONFORM IT TO SUCH APPLICABLE WARRANTY OR ii TO TERMINATE THIS EULA AND RETURN THE AMOUNT PAID BY YOU FOR THE AFFECTED SOFTWARE NCOMPUTING DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE SOFTWARE WILL MEET YOUR SPECIFIC REQUIREMENTS YOU ACKNOWLEDGE AND AGREE THAT PERFORMANCE OF THE SOFTWARE MAY VARY DEPENDING ON THE LICENSED COMPUTER CLIENT DEVICE THE SOFTWARE PROGRAMS RUNNING ON THE FOREGOING INCLUDING THE SOFTWARE AND THE BANDWIDTH AND CONFIGURATION OF THE NETWORK CONNECTING THEM SINCE ALL CLIENT DEVICES SHARE THE LICENSED COMPUTER S RESOURCES A CLIENT DEVICE S PERFORMANCE MAY DECREASE IF THE LICENSED COMPUTER S PROCESSOR S OR OTHER RESOURCES BECOME OVERLOADED AS MORE CLIENT DEVICES ARE CONNECTED TO THE LICENSED COMPUTER OR IF A USER RUNS RESOURCE INTENSIVE APPLICATIONS 16 LIMITATION OF LIABILITY EXCEPT TO THE EXTENT THAT LIABILITY MAY NOT BY LAW BE LIMITED OR EXCLUDED IN NO EVENT WILL NCOMPUTING OR I
7. TS SUPPLIERS BE LIABLE FOR LOSS OR CORRUPTION OF DATA LOST PROFITS OR LOSS OF CONTRACTS COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR OTHER SPECIAL INCIDENTAL PUNITIVE CONSEQUENTIAL OR INDIRECT DAMAGES ARISING FROM THE SUPPLY OR USE OF THE SOFTWARE HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY INCLUDING WITHOUT LIMITATION NEGLIGENCE THIS LIMITATION WILL APPLY EVEN IF NCOMPUTING OR AN AUTHORIZED DISTRIBUTOR OF NCOMPUTING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN NO EVENT SHALL NCOMPUTING S OR ITS SUPPLIERS LIABILITY EXCEED THE AMOUNT PAID BY YOU FOR THE AFFECTED SOFTWARE YOU ACKNOWLEDGE AND AGREE THAT THIS PROVSION REFLECTS A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES 17 LIMITED HARDWARE WARRANTY AND LIABILITY Licensed Devices are covered by a separate limited hardware warranty which is available for download in the Support section of the NComputing website at www ncomputing com 18 COMPLIANCE WITHLAW You agree to use the Software and the Licensed Devices solely in accordance with and within the limits permitted by applicable laws rules regulations and orders 19 U S Government End User Purchasers The Software and any other NComputing software covered under this EULA are commercial items as that term is defined at 48 C F R 2 101 consisting of commercial computer software and commercial computer software document
8. ally referring to this EULA ATTACHMENT A NComputing LOCAL TERMS AND CONDITIONS United States of America The following terms apply to Customer with its principal offices within United States of America or is a resident of the United States of America or to the extent that the laws of the United States of America apply to Customer s use of the Software This Agreement and Customer s relationship with NComputing shall be governed and construed in accordance with the laws of the state of California without regard to its conflict of law provisions Subject to NComputing s right to seek injunctive remedies or an equivalent type of urgent legal relief in any jurisdiction Customer unconditionally consents and agrees that 1 any claim dispute or controversy whether in contract tort or otherwise Customer may have against NComputing or the officers directors and employees of NComputing and its subsidiaries or Affiliates all such individuals and entities collectively referred to herein as the NComputing Entities arising out of relating to or connected in any way with the Software or this EULA including its existence validity or termination or the determination of the scope or applicability of this agreement to arbitrate will be resolved exclusively by final and binding arbitration administered by JAMS or another mutually acceptable alternative dispute resolution provider Arbitration Tribunal and conducted in the United
9. ation as such terms are used in 48 C F R 12 212 Consistent with 48 C F R 12 212 and 48 C F R 227 7202 1 through 227 7202 4 all U S Government end users acquire the Software and any other NComputing software and documentation covered under this EULA with only those rights set forth herein 20 JURISDICTION AND DISPUTES Except as otherwise set forth in Attachment A if applicable of this EULA including all revisions and amendments thereto is governed by and construed in accordance with the laws of the Republic of Korea without regard to its conflict or choice of law principles Notwithstanding any choice of law provision or otherwise and the United States Uniform Computer Information Transactions Act the United Nations Convention on the International Sale of Goods shall not apply 21 ARBITRATION Except as otherwise set forth in Attachment A if applicable Customer unconditionally consents and agrees that i any claim dispute or controversy whether in contract tort or otherwise Customer may have against NComputing or its officers directors agents and employees arising out of relating to or connected in any way with the Software or 5 2 this EULA including its existence validity or termination will be finally resolved by arbitration NComputing to be held in Seoul Korea and conducted in English under the Rules of Arbitration of the International Chamber of Commerce provided however that each party may enforce its or it
10. ause Customer Representative to agree not to export directly or indirectly re export divert or transfer the Software Licensed Devices and Documentation or any technical data thereof to any destination company or person restricted or prohibited by U S laws or regulations or laws or regulations of any other applicable jurisdiction Customer represents and warrants that i Customer is 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 Customer are not listed on any U S Government list of prohibited or restricted parties 23 ASSIGNMENT You may not transfer assign or delegate any of your rights or obligations under this EULA in whole or in part whether voluntarily by operation of law by merger or sale of all or substantially all of your stock or assets or otherwise without the prior written consent of NComputing Any purported transfer assignment or delegation by You without such prior written consent shall be null and void NComputing has the right to transfer assign or delegate any of its rights or obligations under this EULA to one or more third parties without Your consent including through reorganization reincorporation merger change of control or a sale of all or substantially all of NComputing s stocks or assets Subject to the foregoing this EULA shall bind and inure to the benefit of each party s success
11. d NComputing is under no obligation to advise consult or otherwise provide guidance to you regarding third party software licensing You shall indemnify and hold NComputing and its distributors harmless from any and all claims damages costs liabilities etc arising from your improper use of the Software or any other third party software 10 REGISTRATION AND VALIDATION NComputing a NComputing requires your copy of the Software to be registered and validated online in the manner described during its installation and setup Validation verifies that your copy of the Software is properly licensed Without validation your copy of the Software will only function until and all license rights granted herein shall expire upon the expiration of first thirty 30 calendar days from the date the Software was first installed by you b The Software may from time to time also require re validation in order to confirm that your copy of the Software is still properly licensed c During the registration and validation processes the Software will send information relating to the Software Licensed Computer or the Client Device s to NComputing This information includes but is not limited to the version and key code of the Software the Internet protocol address of the Licensed Computer or the Client Device s and other information provided by the end user of the Software For additional information on registration and validation please visi
12. e means any software or software component module or package that contains or is derived in any manner in whole or in part from any software that is distributed as free software open source software or similar licensing or distribution models including without limitation software licensed or distributed under any of the following licenses or distribution models or licenses or distribution models similar to any of the following a GNU s General Public License GPL or Lesser Library GPL LGPL b the Artistic License e g PERL c the Mozilla Public License d the BSD License and e the Apache License e You or you means the company entity or individual who enters into this EULA and has rightfully acquired the Software from NComputing or its authorized sources 3 INSTALLATION AND USE LICENSE Subject to the terms and conditions set forth in this EULA NComputing and conditional upon your compliance therewith NComputing grants to you a limited non 2 exclusive license to use the Software on a Licensed Computer with a Licensed Device To use the Software under a license you must assign that license to a Licensed Computer in which you have installed your X series PCI card that is associated with this license You assign the Software to the Licensed Computer via the NComputing registration process a Installation of Software on Licensed Computer You may install one copy of the Software on one Licensed Compu
13. e is installed to up to the maximum number of Client Devices permitted by NComputing in the documentation accompanying the Software Furthermore you may not e use the Software on any devices or products other than those that you or your business organization own or have a valid legal right to use e use the Software on any devices other than a Licensed Computer e connect the Licensed Computer on which the Software is installed to more than the maximum number of Client Devices permitted by NComputing in the applicable documentation R e modify translate reverse engineer decompile disassemble or otherwise attempt i to NComputing defeat avoid bypass remove deactivate or otherwise circumvent any software protection mechanisms in the Software including without limitation any such mechanism used to restrict or control the functionality of the Software or ii to derive the source code or the underlying ideas algorithms structure or organization from the Software except that the foregoing limitation does not apply to the extent that such activities may not be prohibited under applicable law or make more copies of the Software than expressly permitted in this EULA e publish the Software for others to copy or e rent lease distribute lend sublicense modify or create derivative works based on the Software or any part thereof or grant to any third party any rights in the Software and its accompanying documentation or any
14. hat could harm them or impair anyone NComputing else s use of the Software and or the Update Services You may not use these Update Services to try to gain unauthorized access to the Software any Licensed Computer s or Client Device s or any other software service data or network 12 DATA USE RIGHTS You acknowledge and agree that NComputing may collect and use any information generated by the Software including but not limited to error reports connection logs and other reports related to the Software and its usage and maintenance to improve NComputing s software and services NComputing may also share such information with third parties such as other hardware and software vendors who may use it to improve their own products and services 13 SUPPORT SERVICES You may purchase maintenance and support services from NComputing pursuant to a separately executed support agreement e g NComputing s Premium Support subscription Maintenance and support terms for the Software and or Client Device s are outside the scope of this EULA and are covered separately in the Limited Hardware Warranty documentation available online for download in the Support section of NComputing s website at www ncomputing com 14 TERM AND TERMINATION This EULA will remain in effect until terminated Unauthorized copying of the Software or failure to comply with the terms of this EULA will result in automatic termination of this EULA and all licenses g
15. he Software This EULA supersedes all other licensing terms for the Software Updates to the Software provided by NComputing through Internet based services or other means are also subject to this EULA unless other terms accompanying those updates explicitly supersede or amend this EULA The Software is licensed on both a per Licensed Device and per Licensed Computer basis The Licensed Device connected to a user session is not equivalent to a personal computer and is not compatible with all personal computer applications including software and or peripherals Licensed Devices cannot be operated as independent computers they must be connected to a host computer Since the Licensed Devices share the Licensed Computer s resources the Licensed Devices display performance may decrease if the Licensed Computer s processor s or other resources become overloaded as more Licensed Devices are attached to the Licensed Computer or by users running resource intensive applications 2 DEFINITIONS The following definitions will be used throughout this EULA a Software means the NComputing vSpace desktop virtualization software b Licensed Device means a genuine NComputing X series PCI card or access device c Licensed Computer means a physical machine running a licensed operating system on which the Software is installed that hosts one or more user sessions to which one or more Licensed Devices connect d Open Source Softwar
16. modifications of any of the foregoing without the prior written consent of NComputing 6 OWNERSHIP The Software is licensed not sold NComputing reserves all rights not expressly granted herein All intellectual property rights in and to the Software including without limitation all patents copyrights trademark trade secret and other proprietary rights of any kind remain solely the property of NComputing or its licensors 7 REASSIGNMENT OF THE SOFTWARE You may reassign your copy of the Software to a new or upgraded Licensed Computer provided that you first uninstall the Software from the original Licensed Computer on which it was previously installed and assigned to and then register and reassign your copy of the Software to the new Licensed Computer via the NComputing registration process You may reassign your copy of the Software in this manner no more than two 2 times 8 SCOPE OF LICENSE The Software is licensed not sold This EULA only gives you some rights to use the Software NComputing reserves all other rights The rights granted to you under this EULA are conditional upon your compliance with the terms and conditions set forth herein Unless applicable law gives you more rights despite the limitations in this EULA you may use the Software only as expressly permitted in this EULA In doing so you must comply with any technical limitations in the Software that only allow you to use it in certain ways All intellectual proper
17. nicated to any third party without the NComputing s prior written consent and iii is not used to develop produce or market any software which is substantially similar to the Software or for any other act which infringes copyright 3 Nothing in this EULA in particular paragraphs 15 and 16 shall exclude or limit or be taken as seeking to exclude or limit any liability which the applicable law does not permit to be excluded or as the case may be limited but only to the extent that such exclusion or limitation is not permitted or would make the EULA unenforceable Depending on the applicable law this may include willful misconduct gross negligence death or injury caused by negligence fraud fraudulent misrepresentation or warranties as to ownership which cannot be excluded by law 4 Despite paragraph 21 the place of Arbitration shall be London England 1900 S Norfolk Street Suite 245 San Mateo CA 94403 amp 1 650 409 5959 amp info ncomputing com 4 www ncomputing com 90f9 Copyright 2015 NComputing Co Ltd All rights reserved NComputing is the property of NComputing Other trademarks and trade names are the property of their respective owners Specifications subject to change without notice Performance may vary depending on the configuration of the shared computer 821829_X3
18. ors and permitted assigns 24 NOWAIVER Any waiver of any right or remedy by NComputing is not valid and effective unless and to the extent that it is express and in writing that states such right and remedy to be waived Selection by NComputing of a specific remedy does not constitute and shall not be interpreted to constitute a waiver of any other remedy of NComputing and NComputing s failure to select a specific remedy does not constitute and shall not be interpreted to constitute a waiver of such remedy 25 SEVERABILITY Should any section or portion thereof of this EULA be held invalid by reason of any law existing now or in the future in any jurisdiction by any court of competent authority or by a legally enforceable directive of any governmental body such section or portion thereof shall be validly reformed so as to approximate the intent of the parties as nearly as possible and if unreformable shall be deemed divisible and deleted with respect to such jurisdiction this EULA shall not otherwise be affected 26 INTEGRATION This EULA constitutes the entire understanding of the parties and revokes and supersedes all prior agreements oral or written between the parties and is intended as a final expression of their agreement regarding the subject matter of this EULA other than any document expressly incorporated herein by reference It shall not be modified or amended except in writing signed by the parties hereto and specific
19. ranted herein and will make available to NComputing other legal remedies This EULA and all licenses granted herein will automatically terminate if You go into liquidation suffer or make any winding up petition make an arrangement with Your creditors or suffer or file any similar action in any jurisdiction in consequence of debt This EULA and all licenses granted herein may also be terminated by NComputing as set forth in Section 15 below Upon any termination of this EULA You shall cease all use of and destroy all of your copies of the Software Notwithstanding the expiration or termination of this EULA it is acknowledged that those rights and obligations that by their nature are intended to survive such expiration or termination will survive including without limitation the disclaimers of warranties and limitations of liability provided herein 15 LIMITED SOFTWARE WARRANTY DISCLAIMER OF WARRANTIES NComputing warrants that the Software and any Updates thereto will perform substantially in accordance with the applicable user documentation for a period of ninety 90 days from the date of your purchase of the Software the Limited Warranty NComputing s and its suppliers sole liability and your exclusive remedy for any breach of this Limited Warranty or for breach of any other warranty related to the performance of the Software shall be at NComputing s option i to terminate this EULA and return the amount paid by you for the
20. s Affiliates defined below intellectual property rights in any court of competent jurisdiction including but not limited to equitable relief The arbitral award shall be final and binding on the parties Except to the extent entry of judgment and any subsequent enforcement may require disclosure all matters relating to the arbitration including the award shall be held in confidence For purposes of this EULA Affiliate means any corporation or other entity that is controlled by or is under common control with a party a corporation or other entity shall be deemed to control another if it owns or controls more than fifty percent 50 of the voting stock or other ownership interest of the corporation or entity 22 EXPORT Software Licensed Devices and Documentation including any technical data provided by NComputing hereunder may be subject to export re export or import control laws under the country of origin destination or use including regulations under such laws Customer shall comply fully with all international and national laws and regulations that apply to the Software Licensed Devices and Documentation and to Customer and Customer Representative s use thereof including but not limited to the U S Export Administration Regulations end user end use and destination restrictions issued by U S and other governments Without limiting the generality of the foregoing Customer expressly agrees that Customer shall not and shall c
21. strate that the costs of arbitration will be prohibitive as compared to the costs of litigation NComputing will pay as much of Customer s filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost prohibitive and 8 with the exception of subparts 5 and 6 above if any part of this arbitration provision is deemed to be invalid unenforceable or illegal or otherwise conflicts with the rules of the Arbitration Tribunal then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid unenforceable illegal or conflicting provision were not contained herein If however subpart 5 or subpart 6 is found to be invalid unenforceable or illegal then if NComputing so elects the entirety of this arbitration provision shall be null and void and neither Customer nor NComputing shall be entitled to arbitrate their dispute LOCAL TERMS AND CONDITIONS Europe The following terms apply to any Customer with its principal offices or residence within the European Economic Area EEA or European Union or Switzerland Iceland Montenegro Serbia Kosovo Albania Bosnia amp Herzegovina Macedonia San Marino Monaco Vatican City the Channel Islands the Isle of Man overseas departments of France or the Faeroe Islands 1 Despite paragraph 20 of this Agreement this Agreement and Customer s relationship
22. t the NComputing knowledge base at www ncomputing com d If during the validation process the Software is found not to be properly licensed or registered the functionality of the Software may be affected For example you may e need to reactivate the Software or e receive reminders to obtain and activate a properly licensed copy of the Software and you may not be able to e use or continue to use some or all of the features of the Software or e obtain certain updates to the Software from NComputing 11 UPDATE SERVICES NComputing may make use of Internet based services in the Software the Update Services to deliver to you Updates as defined below and or notifications in connection with the Software NComputing reserves the right to change its method of delivering the Update Services at any time You must not interfere in any way with the Update Services NComputing shall not be responsible for any errors in the Software or the Management Center License Keys that would have been fixed by Updates to the Software that NComputing attempted to provide but that were not applied because of interference with the Update Services a From time to time NComputing may at its own discretion create updates and or patches hereinafter collectively referred to as Updates to the Software Updates may include support for and compatibility with operating system updates or service packs bug fixes and incremental improvements Updates do
23. ter You may then connect up to the maximum number of supported Licensed Devices defined for this license type to this Licensed Computer Except as provided in the Storage and Host Computer Upgrade sections below you may not use the Software on any other computer b Connection of Licensed Devices You may directly connect the X series access device s associated with this license to the X series PCI card installed in the Licensed Computer c Microsoft Windows Licenses You are licensed by NComputing to use the vSpace Software under the terms of the EULA You must also acquire the appropriate number of Windows Server licenses and Client Access Licenses for each device or user accessing Windows Server software You cannot use the vSpace Software with Windows Client software i e Windows Vista Windows 7 unless a single user and no other user accesses the same Windows Client software at any one time or you are authorized to do so under an applicable license from Microsoft or as expressly set forth below see Microsoft Windows Server to Windows XP License Rights In all cases your rights and obligations with respect to the use of vSpace Software with Windows Server software and Windows Client software are defined by both the NComputing vSpace Software EULA and the applicable Microsoft Software License Agreement or EULA 4 ADDITIONAL LICENSING REQUIREMENTS AND OR USE RIGHTS a Storage You may store one copy of the Software on a storage de
24. ty rights in and to the Software and the Licensed Device s including without limitation all patents copyrights trademark trade secret and other proprietary rights of any kind remain solely the property of NComputing or its licensors You may not work around any technical limitations in the Software reverse engineer decompile or disassemble the Software make more copies of the Software than specified in this EULA publish the Software for others to copy or display disclose rent lease distribute lend or create derivative works based on the Software or any part thereof You as the initial end user of the Software may make a one time permanent License transfer to another third party end user The transfer may not be an indirect transfer such as a consignment If you transfer the Software you must uninstall it from the Licensed Computer transfer all copies including backups and originals or destroy all copies not transferred The recipient of this transfer must agree to comply with the terms of this EULA including the obligation not to further transfer the Software 9 REQUIREMENTS FOR ADDITIONAL THIRD PARTY SOFTWARE LICENSES Additional operating system application software and or access licenses may be required for some operating systems and software applications to be used with the Software Refer to Paragraphs 2 c and 3 b above and check each of your end user software license agreements to determine if additional licenses are require
25. vice such as a network server You may use that copy to install the Software on any other computer to which a license has been assigned b Microsoft Windows Server to Windows XP License Rights If you have licensed the appropriate number of Windows Server operating system and associated Client Access Licenses for simultaneous access by multiple users to the Licensed Computer you may install and run the Software on a separately licensed Windows XP Client operating system for simultaneous access by multiple users in lieu of the Windows Server operating system You may only install and use either the Windows Server operating system software or the Windows XP Client operating system software but not both This paragraph provides supplemental rights to and does not limit your existing rights and obligations under applicable Microsoft Software License Agreements or EULAs Microsoft does not provide any support for the Software or for the Windows XP Client operating system in this configuration you should seek support from NComputing for issues relating to the Software and its use with the Windows XP Client operating system 5 LICENSE RESTRICTIONS Unless applicable law gives You more rights despite the limitations in this EULA You may use the Software only as expressly permitted herein You must comply with any technical limitations in the Software that only allow you to use it in certain ways You may connect the Licensed Computer on which the Softwar
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