
NPR Installation Manual
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Appendix 2
LIFESAFETY POWER INC. SOFTWARE LICENSE AGREEMENT AND WARRANTY
STATEMENT
NOTICE: PLEASE READ THIS DOCUMENT CAREFULLY. This Software License
Agreement (“AGREEMENT”) defines and governs use of LIFESAFETY POWER
INC. Software and includes WARRANTY DISCLAIMERS. Your acceptance of this
AGREEMENT is an acknowledgement, representation and warranty that you have
the full right and authority to enter into, execute, and perform obligations under
this AGREEMENT, or that you have the authority to enter into and execute this
AGREEMENT as an Authorized Representative of a business entity or corporate
entity and to bind that business entity or corporate entity to perform obligations
under this AGREEMENT by your acceptance, acknowledgment and representation.
TERMS AND CONDITIONS
1. Definitions.
(a) “Authorized Representative” refers to any person duly authorized by a
business entity or corporate entity (i.e. a “legal entity”) to enter into this AGREE-
MENT and to bind the legal entity to the terms and conditions herein.
(b) “Recipient” refers to any individual or legal entity, entering into and
executing this AGREEMENT for purposes of use of LIFESAFETY POWER INC.
Software, where “use” is as defined by this AGREEMENT.
(c) “Documentation” refers to any related explanatory written materials
or files including, without limitation, any end-user manual, specifications or other
written materials provided to Recipient for the Software.
(d) “Facility” refers to any facility where LIFESAFETY POWER INC. Equip-
ment is located and/or where the Software is installed or used under control of
Recipient in conjunction with such Equipment.
(e) “Software” refers to all the contents of files provided to Recipient by
electronic download, on physical media (including EEPROM or ROM chips etc.)
and/or any other method of distribution, disk(s), CD-ROM(s), DVD-ROM(s), or
other media with which this AGREEMENT is provided, including, without limita-
tion, fonts, graphics, user-interfaces, Upgrades, updates, additions to, and any
copies of the foregoing, provided to Recipient by LIFESAFETY POWER INC.
(f) “Upgrades” refers to new versions, updates, and revisions of the Soft-
ware provided to Recipient by LIFESAFETY POWER INC.
(g) “Use” refers to actions taken exclusively by Recipient to copy for back-
up purposes, download, install, access, and to enjoy and benefit from features and
functionality of the Software, subject to all restrictions set forth in this Agreement.
2. License and Restrictions.
(a) Grant of Rights. LIFESAFETY POWER INC. hereby grants Recipient a
non-exclusive license to have one (1) copy of the Software in Recipient’s posses-
sion and control at one (1) facility of Recipient. Recipient may install the Software
and may access the Software by concurrent users over a network connection in
accordance with the Documentation. Recipient may also make one (1) additional
copy for backup or archival purposes at one (1) Recipient facility which may be
a different Recipient facility from where the other Software copy is installed and
used. Recipient may also Upgrade the Software subject to Upgrades that may
be provided from time-to-time by LIFESAFETY POWER INC. at its sole discre-
tion. The Software, subsequent to any Upgrade, shall be subject to the same
terms, conditions and restrictions as provided herein, and shall also be subject to
any other applicable modifications or amendments to this AGREEMENT that may
accompany the Upgrade as provided for herein. Recipient shall comply with all
restrictions set forth in this AGREEMENT.
(b) Reservation of Rights. Copies of the Software created or transferred
pursuant to this Agreement are licensed, not sold, and Recipient receives no title
to, or ownership of, any copy or of the Software itself. The Software is protected
by copyright laws, and by international treaty provisions, and includes trade se-
crets of LIFESAFETY POWER INC., and Recipient shall not disclose it to any third
party except to the extent required by law. Furthermore, Recipient receives no
intellectual property rights or any other rights to the Software other than those
specifically granted in Section 2(a). Any rights not expressly granted in Section
2(a) are reserved by LIFESAFETY POWER INC.
(c) Restrictions. Without limiting the generality of the foregoing, Recipi-
ent shall not: (i) modify, create derivative works from, distribute, publicly display,
publicly perform, or sublicense the Software; (ii) use the Software for service
bureau or time-sharing purposes or in any other way allow third parties to exploit
the Software; or (iii) reverse engineer, decompile, disassemble, or otherwise at-
tempt to derive any of the Software’s source code.
(d) No Distribution, No Modification, No Derivative Works. Recipient shall
not network, rent, lend, loan, distribute or create derivative works based upon
the Software in whole or in part; or electronically transmit the Software from one
computer to another or over a network. Recipient shall not modify, adapt, trans-
late or create derivative works based upon the Software.
(e) No Reverse Engineering. Recipient shall not engage in, or induce a
third party to engage in, reverse engineering of the Software. “Reverse Engineer-
ing” means i) the disassembly, decompilation, decryption, simulation, debugging
or code tracing of microcode; and/or ii) the disassembly, decompilation, decryp-
tion, simulation, debugging or coded tracing of object code or executable code,
specifically including, but not limited to, any LIFESAFETY POWER INC. supplied or
developed libraries or microcode. Regarding any of LIFESAFETY POWER INC.’s
software and/or firmware "Reverse Engineering" shall also mean iii) the act of
producing computer program "source code" that, when compiled, will generate
computer programs that provide the same, or similar functions as the Software,
by means of translating the object code, which may be provided by LIFESAFETY
POWER INC. under this Agreement, (including object code in ROM memory chips
as well as object code provided on computer-readable magnetic media or ob-
ject code provided by downloading, from the computer binary instructions into
equivalent programming language instructions, in assembly language or other
computer programming language). This term is also intended to include the de-
velopment of software that incorporates the methods, techniques, styles and ap-
proaches of the Software, while performing similar functions.
(f) No Exportation. Recipient shall not ship, transfer or export the Soft-
ware into any country or use the Software in any manner prohibited by the United
States Export Administration Act or any other export laws, restrictions or regula-
tions (collectively the "Export Laws"). In addition, if the Software is identified as
export controlled items under the Export Laws, you represent and warrant that
you are not a citizen, or otherwise located within, an embargoed nation (including
without limitation Iran, Syria, Sudan, Cuba, and North Korea) and that you are
not otherwise prohibited under the Export Laws from receiving the Software. All
rights to use the Software are granted on condition that such rights are forfeited if
you fail to comply with the terms of this agreement.
(g) Assignment & Successors. The rights and obligations under this
AGREEMENT may not be assigned, without the express prior written consent of
all the Parties, provided, however, consent to assignment of the rights and obliga-
tions hereunder as part of the sale of a Recipient’s entire business relevant to this
AGREEMENT shall not be required. Furthermore, either party may assign this
AGREEMENT to the surviving party in a merger of that party into another entity.
Except to the extent forbidden above, this AGREEMENT will be binding upon and
inure to the benefit of the respective successors and assigns of the parties.
(h) Third Party Interoperability. The Software may interoperate with and
allow you to use software applications, information and data not developed or
offered by LIFESAFETY POWER INC. ("Third Party Information"). Your use of any
Third Party Information is governed by the terms and conditions made available
to you by the party from whom you obtained such information. Unless other-
wise agreed by LIFESAFETY POWER INC. in writing, Third Party Information is
not the responsibility of LIFESAFETY POWER INC. YOUR USE OF THIRD PARTY
INFORMATION IS AT YOUR OWN RISK. LIFESAFETY POWER INC. MAKES NO
WARRANTIES, CONDITIONS, INDEMNITIES, REPRESENTATIONS OR TERMS,
EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM,
USAGE OR OTHERWISE AS TO ANY MATTERS, INCLUDING BUT NOT LIMITED
TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, INTEGRATION, IN-
TEROPERABILITY, ACCURACY, SECURITY, AVAILABILITY, SATISFACTORY QUAL-
ITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH
RESPECT TO THIRD PARTY INFORMATION.
(i) Notices. Recipient shall not remove or alter any copyright, trademark
or other proprietary notice that appears on or in the Software.
(j) Software License Compliance Audit. LIFESAFETY POWER INC. may
audit Recipient’s use of the Software on thirty (30) days’ advanced written notice.
Recipient agrees to cooperate with the audit, including by providing access to any
books, computers, records, or other information that relate or may relate to use
of the Software. Such audit will not unreasonably interfere with Recipient’s busi-
ness activities. In the event that an audit reveals unauthorized use of the Software,
Appendix 1 – Software Agreement - continued