This is the Lynxari IoT Platform download for macOS.
This package includes an evaluation license key. Please note that this evaluation will run for a limited time period. If you have purchased a license, you should have received license keys in a separate email.
This License Agreement and Associated Terms of Service, (hereinafter referred to as "License Agreement") represents a binding contract between the individual or organization represented by the individual ("Client") and Agilatech LLC ("Agilatech"), with an address of 4200 Trail Creek Road, Bozeman, Montana, 59715, USA, concerning the Agilatech Software Product(s) ("Software") as of the installation date (the "Effective Date").
BY ACCESSING, INSTALLING, COPYING OR OTHERWISE USING ALL OR ANY PORTION OF THE SOFTWARE, CLIENT AGREES TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT. ALL INTELLECTUAL PROPERTY IN THE SOFTWARE IS OWNED BY AGILATECH OR ITS SUPPLIERS. THE SOFTWARE IS LICENSED, NOT SOLD. AGILATECH PERMITS CLIENT TO USE OR OTHERWISE BENEFIT FROM THE INTELLECTUAL PROPERTY OF THE SOFTWARE ONLY IN ACCORDANCE WITH THIS LICENSE AGREEMENT. THE SOFTWARE MAY INCLUDE PRODUCT AUTHORIZATION OR REGISTRATION TECHNOLOGY DESIGNED TO PREVENT UNAUTHORIZED USE AND COPYING.
1. Acceptance. CLIENT'S INSTALLATION OF THE AGILATECH SOFTWARE CONSTITUTES ACCEPTANCE OF THE LICENSE TERMS AS DESCRIBED BELOW AND AGREES TO BE SUBJECT TO THIS LICENSE AGREEMENT AND ASSOCIATED TERMS OF SERVICE.
2. Ownership. Client agrees that the Software, documentation, and processes are the sole property of Agilatech. Client agrees to use best practices to keep the Software confidential and prevent misuse, unauthorized use, or any use intended to or which may lead to a process or effort to reverse engineer or otherwise gain access to proprietary information or algorithms used by Agilatech in the Software.
3. License. Agilatech hereby grants to Client a limited, non-sublicensable, nonexclusive, non-transferable right to use the Software in the manner and for the purposes set forth in this License Agreement and for the time period specified in the Invoice. The Documentation shall include, but is not limited to, any printed or electronic materials or data provided by or obtained from Agilatech with regard to this Software.
3.1 Client may use the Software as limited by the Allowed Number of licenses subscribed or contracted. "Allowed Number" means that number subscribed or contracted for by Client. The Software may be installed concurrently on one or more systems up to the Allowed Number of subscribed licenses, unless otherwise agreed to in writing with Agilatech. Use of software or any supporting services that bypass any Software license restrictions and/or reduce the number of installations accessing or utilizing the Software (e.g., "multiplexing," "pooling," or third party add on software or hardware) expressly does not reduce the number of licenses required (i.e., the required number of licenses would equal the number of distinct inputs to the multiplexing or pooling software or hardware "front end"). Client may install multiple instances of the Software, provided that the total number of instances installed at any given time does not exceed the Allowed Number of licenses. The Software must be licensed as an enterprise license terms pursuant to a separate enterprise level agreement to permit unlimited number of installations.
3.2 Client may make copies of the Software for backup, disaster recovery, or installation or re-installation only. All such copies shall, upon restoration or installation, conform to the Allowed Number of licenses purchased.
3.3 An evaluation license key may be provided to the Client for review of the software. After an evaluation period and upon payment a License Key for each installation of the Software is issued to Client. That License Key is required to install or continue use of the Software by Client.
3.4 A cushion or overage conformance time is set on the Allowed Number of licenses that accommodates for the lag time between the installation, re-installation, or reimaging of computers or transfer of license between installations. Such uninstallation and re-installation of the Software on the same or another computer may create a temporary overage on Allowed Number of licenses. If Client exceeds the Allowed Number of licenses during transfer, there is a grace period of seven (7) days to uninstall Software to return or discontinue use of the software to return to the Allowed Number of licenses. However, during this time the number of concurrent operating installations shall not exceed the Allowed Number of licenses.
3.5 As licenses are moved from computer to computer, installation notice may be sent to Agilatech for record keeping purposes only. Some action by Agilatech may be needed for installation on additional computers. However, Agilatech reserves the right to bill for additional installations if such installations exceed the Allowed Number of licenses.
3.6 A monthly report may be provided to Client summarizing the number of installations that have been recorded over that period.
3.7 If, after discussion with Client, Agilatech determines additional installations have been added in excess of the Allowed Number of licenses, a statement will be submitted to Client along with an invoice for any installations above the total Allowed Number. As there is an overage allowance provided, Agilatech will use the number of authorized installations above the Allowed Number, plus the overage allowance, for the preceding 30 days.
3.8 All new seat purchases will be at Agilatech's then current pricing.
3.9 At the expiration of the subscription period, excepting for a perpetual license term and unless such subscription period is extended or renewed, Client agrees to promptly uninstall all installations of the Software, permanently delete all copies of installation packages of the Software in Client's possession, not restore any installations from backup or archives, and, if requested by Agilatech, provide Agilatech with written confirmation of such actions.
4. Audit. Agilatech reserves the right to periodically conduct audits upon a thirty (30) day advance written notice to Client to verify compliance with the terms of this License Agreement.
5. Limited Warranty. For as long as Software is installed and used under a valid License Agreement, Agilatech warrants that the Software will substantially conform to the then-current Agilatech documentation. In the event of conflict between the afore-mentioned documents, the then-current Agilatech user manuals shall control. If the Software does not perform as warranted above, Agilatech will use reasonable efforts, consistent with industry standards, to cure the defect in accordance with Agilatech's then current support call process. Should Agilatech be unable to cure the defect or provide a replacement product, Client shall be entitled to a refund of the Subscription Fees paid to Agilatech for the Software for the time period commencing when said product was determined to be defective. Agilatech warrants that it holds title to the Software. Agilatech further warrants that: (i) it has full power and authority to grant to the Client the rights set forth in this License Agreement; (ii) the use by the Client of the Software, or any portion thereof, will not constitute an infringement or other violation of any ownership, claim, copyright, trade secret, trademark, patent, invention, proprietary information, nondisclosure, or other rights of any third party; and (iii) all services and any maintenance or support services provided under this License Agreement will be performed in a timely, workmanlike and professional manner by Agilatech or Agilatech affiliates.
6. Intellectual Property Infringement Indemnification. Agilatech will hold harmless, defend and indemnify Client, its subsidiaries and affiliates and all of their respective officers, directors, employees, shareholders, agents, successors, representatives and assigns against any claim, liabilities, losses, damages, debts, investigations, fines, penalties, costs, expenses and settlements (including attorneys' fees and costs) by an unaffiliated third party of this License Agreement that the Software infringes that party's patent, copyright or other intellectual property right, and will pay the amount of any resulting adverse final judgment issued by a court of competent jurisdiction or of any settlement that Agilatech pre-approves in writing, provided that Client promptly notifies Agilatech in writing of any such claim, gives Agilatech full cooperation, complete information, and requested assistance in connection with it, and consents to Agilatech's sole control and authority with respect to the defense, settlement or compromise of the claim. Agilatech will not be obligated under this section if the infringement results from: (i) Client's use of a non-current version of the Software and the claim would have been avoided had Client used the current version of the Software; (ii) Client's combining the Software with devices or products not provided by Agilatech, (iii) use of the Software in applications, business environments or processes for which the Software was not designed or contemplated, and where use of the Software outside such application, environment or business process would not have given rise to the claim, (iv) corrections, modifications, alterations or enhancements that Client made to the Software without Agilatech's prior written authorization; (v) use of the Software by any person or entity other than Client or Client's employees, consultant(s) or outsourcer(s) allowed pursuant the terms of this License Agreement; or (vi) Client's willful infringement. In the event the Software is finally determined to be infringing and its use by Client is enjoined, Agilatech shall, at its election (i) procure for Client the right to continue using the infringing Software; (ii) modify or replace the infringing Software so that it becomes non-infringing; or (iii) terminate Client's license for the Software and refund to Client the Subscription Fees paid to Agilatech by Client for the infringing Software for the time period commencing when said product was determined to be infringing . The foregoing states Agilatech's entire liability and Client's sole and exclusive remedy with respect to the subject matter hereof.
7. Client Data. Client shall retain sole and exclusive ownership of all client data imported into or otherwise accessed by the Software. Client assumes full responsibility of client data storage, backup, transfer, and security. Agilatech has no responsibility and shall not be held liable for lost, damaged, or deleted Client data.
8. Additional Services. Services requested by Client in excess of those set forth in this License Agreement may be billable services, at Agilatech's sole discretion, to be provided at Agilatech's then-current rates. Agilatech shall not perform additional services without Client's prior written approval.
9. Access. Client shall provide, at no charge to Agilatech, full and free access to the Software and the servers and workstation that run them; including but not limited to: remote access, working space; adequate facilities within a reasonable distance from the equipment; and use of machines, attachments, features, or other equipment necessary to provide maintenance services set forth herein. Agilatech agrees that any remote access to Client's computer systems by Agilatech shall solely be for purposes permitted hereunder and that Agilatech shall not, without prior written consent by Client, disable or disrupt Client's use of the Software prior to termination of Client's pre-paid subscription period.
10. Indemnification. Subject to the limitation of liability set forth herein, Agilatech shall indemnify, defend and hold harmless Client, its subsidiaries and affiliates and all of their respective officers, directors, employees, shareholders, agents, successors, representatives, assigns and its agents, officials and employees from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorney's fees and costs) arising from Agilatech's gross negligence or willful misconduct. Agilatech shall not be liable to the degree or extent of damages, loss, or expense determined to be the fault of the Client.
11. Limitation of Liability. NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT WILL EXCEED THE AMOUNT PAID BY CLIENT HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CLIENT HEREUNDER. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT CLIENT'S PAYMENT OBLIGATIONS UNDER THIS LICENSE AGREEMENT AND ASSOCIATED INVOICE.
12. Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
13. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
14. Termination. In the event of a party's failure to perform under this License Agreement, the other party shall promptly notify such party in writing of such failure, including describing with particularity the alleged failure to perform, and allow that party a thirty (30) calendar day period in which to cure such failure. If, at the end of the cure period, the failure to perform has not been cured, the other party will have the right to terminate this License Agreement. Upon such termination, Client shall pay Agilatech for all products, services, and expenses not in dispute which were delivered or incurred prior to the date of termination, and Agilatech will promptly refund any fees prepaid by Client for undelivered services or software, including any associated expenses.
15. Assignment. This License Agreement, or any of the rights or obligations of either party created herein, may not be assigned, transferred, subcontracted, delegated or sublicensed without the other party's prior written consent. The foregoing notwithstanding, either party may assign this License Agreement to any subsidiary or affiliate under its control, or as part of the sale of all or substantially all of its assets, or pursuant to a merger, consolidation or other reorganization, without consent from or notice to the other party.
16. Confidentiality. Both parties recognize that their respective employees and agents, in the course of performance of this License Agreement, may be exposed to confidential information and that disclosure of such information could violate rights to private individuals and entities. Each party agrees that it will not disclose any confidential information of the other party and further agrees to take appropriate action to prevent such disclosure by its employees or agents. The confidentiality covenants contained herein shall survive the termination or cancellation of this License Agreement for a period of three (3) years. In the event of Freedom of Information Act or similar public record requests, confidential information shall be disclosed only to the extent disclosure is based on the good faith opinion of the receiving party's legal counsel that disclosure is required by law: provided, however, that that receiving party shall give prompt notice of the service of process or other documentation that underlies such requirement and use reasonable efforts to assist the disclosing party if the disclosing party wishes to obtain a protective order or otherwise protect the confidentiality of such confidential information. The disclosing party reserves the right to obtain protective order or otherwise protect the confidentiality of its confidential information.
17. Export Compliance. The software is subject to U.S. Export Laws and Regulations and Client agrees to handle the software in a manner consistent with such laws. End-user, end-use and country of ultimate destination may affect export licensing requirements. All Export Control Classification Numbers ("ECCN"), HTS Numbers and License Authorization information are subject to change without notice. Modification in any way to an Agilatech product voids the classification. It is the Client's obligation as an exporter to verify such information and comply with the current applicable regulations. CLIENT AGREES TO INFORM AGILATECH OF ANY CHANGES TO PLANNED EXPORT STATUS OF THE SOFTWARE.
18. Responsibility to Comply with US Export Law. IF CLIENT EXPORTS AGILATECH PRODUCTS, CLIENT IS RESPONSIBLE FOR COMPLYING WITH THE REQUIREMENTS OF THE U.S. COMMERCE DEPARTMENT BUREAU OF INDUSTRY AND SECURITY, THE EAR, AND OTHER U.S. EXPORT LAWS. All export information is provided "as-is". Agilatech makes no warranty or representation that the export information contained in this License Agreement is accurate, current, or complete. It is Client's obligation as the exporter to comply with the current applicable requirements of U.S. export laws and regulations. Any use of such information by Client is without recourse to Agilatech and is at Client's own risk. Agilatech is in no way responsible for any damages, whether direct, consequential, incidental, or otherwise, suffered by Client as a result of using or relying upon such information for any purpose.
19. Export Restrictions. EMBARGOED DESTINATIONS: Agilatech's software and/or technical data may NOT be exported, re-exported or transferred, either directly or indirectly, to any country listed in Country Group E:1 in Supplement No. 1 to part 740 of the EAR (currently, Cuba, Iran, North Korea, Sudan & Syria). Please note that this list ("Embargoed Destinations") is subject to change. DENIED PERSONS/ENTITIES LISTS: In addition to the Embargoed Destinations, Agilatech software and/or technical data may NOT be exported, re-exported or transferred, either directly or indirectly, to a person or entity barred by the United States government from participating in export activities. Denied persons/entities include, but are not limited to, persons and/or entities such as those listed on the U.S. Commerce Department's Denied Persons List, Entities List and the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC") Specially Designated Nationals List.
20. Entire Agreement. This License Agreement, along with any sales agreement, represent the entire agreement of Client and Agilatech with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory.
21. Amendment. This License Agreement may be amended or modified only by a written instrument signed by each of the parties hereto or their respective successors and assigns.
22. Non-Waiver. No term or provision hereof shall be deemed waived or any breach excused, unless such waiver or consent shall be in writing and signed by the party claimed by the other to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach.
23. Relationship of the Parties. Nothing contained in this License Agreement shall be construed to imply a joint venture, partnership, or principal-agent relationship between the parties; and, neither party by virtue of this License Agreement shall have any right, power or authority, express or implied, to act on behalf of or enter into any undertaking binding the other party.
24. Survival. The provisions of this License Agreement regarding confidentiality, limitations on liability and indemnification shall survive termination for a period of three (3) years.
25. Choice of Law and Venue. This Agreement shall be governed by the laws of the United States of America in the State of Montana and enforced by a court of competent jurisdiction located within the State of Montana, USA.