NATIONAL INSTRUMENTS
DRIVER SOFTWARE LICENSE AGREEMENT
IMPORTANT - BEFORE CONTINUING, READ THE TERMS AND CONDITIONS OF THIS
LICENSE AGREEMENT CAREFULLY. BY COMPLETING THE DOWNLOADING PROCESS,
YOU ARE ACCEPTING AND AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE
AGREEMENT. THIS LICENSE AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU
(EITHER AN INDIVIDUAL OR AN ENTITY) AND NATIONAL INSTRUMENTS
CORPORATION, A DELAWARE CORPORATION ("NI"). THE NI DRIVER SOFTWARE
WHICH YOU WILL DOWNLOAD (THE "LICENSED SOFTWARE") IS COPYRIGHTED AND
LICENSED (NOT SOLD) BY NI. IF YOU ARE NOT WILLING TO BE BOUND BY THE
TERMS OF THIS LICENSE AGREEMENT OR IF YOU DO NOT HAVE AN EXISTING
LICENSE (AS THAT TERM IS DEFINED BELOW), DO NOT CONTINUE WITH THE
DOWNLOADING PROCESS.
Background
You have previously entered into one or more license agreements with NI
(the "Existing License" or "Existing Licenses") that govern a previous
version of the Licensed Software. Because you have an Existing
License, NI provides you with the benefit of the downloading process to
obtain a more recent version of the Licensed Software; provided, that
you agree to the terms of this License Agreement. You may only copy or
download the Licensed Software for which you have an Existing License.
License Agreement
1. GRANT OF LICENSE. NI hereby grants to you, and you accept, a
nonexclusive, nonassignable, and nontransferable license to use one copy
of the Licensed Software, for which you have an Existing License, on a
single computer. If the Existing License is a multi-user license, then
at any time you may have as many copies of such Licensed Software in use
as are permitted in the applicable Existing License. Each Licensed
Software product is in "use" on a computer when it is loaded into
temporary memory (i.e., RAM) or installed into permanent memory (e.g.,
hard disk or other storage device). If the anticipated number of
users or "uses" of the Licensed Software could exceed the number
permitted by the Existing License, then you must have a reasonable
mechanism or process in place to ensure that the number of "uses" or
persons using such Licensed Software does not exceed the number
permitted by the Existing License. All rights not expressly granted to
you in this Agreement are reserved to NI.
2. COPYRIGHT. The Licensed Software is owned by NI or its licensors and
is protected by United States copyright laws and international treaty
provisions. Therefore, you must treat the Licensed Software like any
other copyrighted material except that you may either (i) make one copy
of the Licensed Software solely for backup or archival purposes, or (ii)
transfer the Licensed Software to a single hard disk, provided you keep
the original downloaded copy solely for backup or archival purposes. To
the extent documentation is provided with the Licensed Software, you may
only print one copy of such documentation. You may neither print more
than one copy of such documentation nor make physical copies of such
documentation once printed. All copies of the Licensed Software
shall include NI's copyright and other proprietary notices. Except as
authorized under this section, no copies of the NI Licensed Software or
any portions thereof may be made or used by you or any person under your
authority or control.
3. OTHER RESTRICTIONS. You may not reverse engineer, decompile,
disassemble, or otherwise translate any of the Licensed Software. You
acknowledge and agree that the Licensed Software is a proprietary
product of NI protected under U.S. copyright law and international
treaty provisions. You further acknowledge and agree that all right,
title, and interest in and to the Licensed Software, including
associated intellectual property rights, are and shall remain with NI.
This License Agreement does not convey to you an interest in or to the
Licensed Software, but only a limited right of use revocable in
accordance with the terms of this License Agreement.
4. DISTRIBUTION RIGHTS; ADDITIONAL LICENSE GRANT. You may use the
driver interface portion of the Licensed Software to create your own
application programs or products (such programs or products being
referred to hereinafter as "Derivative Works"). These Derivative Works
may be distributed, royalty-free; provided they are in executable form
only; and further provided that the Derivative Works may be run only on
computers having a licensed copy of the applicable Licensed Software
installed thereon. NI also grants you the nonexclusive right to use the
run-time engine embedded in any executable program derived from LabVIEW7
or LabWindows7/CVI for the purpose of running such executable programs.
With respect to any executable program derived from LabWindows7, you may
use any LabWindows7 code that is part of the executable and that is
necessary for the purpose of running such executable program.
5. TERM. This License Agreement is effective upon your completion of
the downloading process or your use of the Licensed Software and shall
continue until terminated. You may terminate this License Agreement at
any time by returning the Licensed Software, applicable documentation,
and extracts therefrom to NI. NI may terminate this License Agreement
upon the breach by you of any term hereof. Upon such termination by NI,
you agree to return the Licensed Software, the applicable documentation,
and all copies and extracts therefrom, to NI, and to erase any copies of
the Licensed Software or applicable documentation you may have on your
computer(s). Upon termination of this License Agreement, the licenses,
distribution, and limited warranty rights granted to you pursuant to
Sections 1, 4, and 6 hereof shall immediately terminate; provided,
however, the remaining provisions of this License Agreement shall
survive such termination.
LIMITED WARRANTY
6. LIMITED WARRANTY. NI warrants that the Licensed Software will
perform substantially in accordance with the applicable documentation
for a period of ninety (90) days from the effective date of this License
Agreement as defined above in Section 5. Some states/jurisdictions do
not allow limitations on duration of an implied warranty, so the above
limitation may not apply to you.
7. CUSTOMER REMEDIES. NI's entire liability and your exclusive remedy
shall be the repair or replacement of the Licensed Software that does
not meet NI's Limited Warranty. This Limited Warranty is void if
failure of such Licensed Software has resulted from accident, abuse, or
misapplication. Any replacement for such a Licensed Software product
will be warranted for the remainder of the original warranty period or
thirty (30) days, whichever is longer.
8. NO OTHER WARRANTIES. THE LICENSED SOFTWARE IS PROVIDED ON AN "AS IS
WITH ALL FAULTS" BASIS WITHOUT WARRANTY OF ANY KIND, AND NO OTHER
WARRANTIES, EITHER EXPRESSED OR IMPLIED ARE MADE WITH RESPECT TO THE
LICENSED SOFTWARE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER
WARRANTIES THAT MAY ARISE FROM USAGE OF TRADE OR COURSE OF DEALING. NI
DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING
THE USE OR THE RESULTS OF THE USE OF THE LICENSED SOFTWARE, IN TERMS OF
CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE, AND DOES NOT WARRANT
THAT OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR
ERROR-FREE. NI EXPRESSLY DISCLAIMS ANY WARRANTIES NOT STATED HEREIN.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY NI OR OTHERS SHALL
CREATE A WARRANTY, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR
ADVICE.
9. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. THE ENTIRE LIABILITY OF NI
AND ITS LICENSORS, DISTRIBUTORS, AND SUPPLIERS (INCLUDING ITS AND THEIR
DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS) IS SET FORTH ABOVE. TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NI AND ITS
LICENSORS, DISTRIBUTORS, AND SUPPLIERS (INCLUDING ITS AND THEIR
DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS) BE LIABLE FOR ANY DAMAGES,
INCLUDING, BUT NOT LIMITED TO, ANY SPECIAL, DIRECT, INDIRECT,
INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, EXPENSES, LOST PROFITS,
LOST SAVINGS, BUSINESS INTERRUPTION, LOST BUSINESS INFORMATION, OR ANY
OTHER DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE LICENSED
SOFTWARE, EVEN IF NI OR ITS LICENSORS, DISTRIBUTORS, AND SUPPLIERS HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT
THE LICENSE FEE FOR THE APPLICABLE EXISTING LICENSE AND THE LICENSED
SOFTWARE REFLECTS THIS ALLOCATION OF RISK. Because some
states/jurisdictions do not allow the exclusion or limitation of
liability for consequential or incidental damages, the above limitation
may not apply to you.
GENERAL
10. WARNING: NI PRODUCTS, INCLUDING THE LICENSED SOFTWARE, ARE NOT
DESIGNED WITH COMPONENTS AND TESTING FOR A LEVEL OF RELIABILITY SUITABLE
FOR USE IN THE DIAGNOSIS AND TREATMENT OF HUMANS OR AS CRITICAL
COMPONENTS IN ANY LIFE SUPPORT SYSTEMS WHOSE FAILURE TO PERFORM CAN
REASONABLY BE EXPECTED TO CAUSE SIGNIFICANT INJURY TO A HUMAN.
11. U.S. GOVERNMENT RESTRICTED RIGHTS. The Software is provided with
Restricted Rights. Use, duplication, or disclosure by the Government is
subject to restrictions as set forth in the Rights and Technical Data
and Computer Software clause at DFARS 252.227-7013(c)(1)(ii) or the
Commercial Computer Software-Restricted Rights clause at 48 C.F.R.
52.227-19(c)(2), or clause 18-52.227-86(d) of the NASA Supplement, as
applicable. Contractor/manufacturer is National Instruments
Corporation, 6504 Bridge Point Parkway, Austin, Texas 78730-5039.
12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY. THIS LICENSE
AGREEMENT IS GOVERNED BY THE LAWS OF THE STATE OF TEXAS, EXCLUSIVE OF
ANY PROVISIONS OF THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL
SALE OF GOODS, AND WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW AND
CONSTITUTES THE COMPLETE AGREEMENT BETWEEN YOU AND NI. EXCEPT FOR THE
EXISTING LICENSES, THIS LICENSE AGREEMENT SUPERSEDES ANY ORAL OR WRITTEN
PROPOSALS, PRIOR AGREEMENTS, PURCHASE ORDERS OR ANY OTHER COMMUNICATION
BETWEEN YOU AND NI RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. TO
THE EXTENT ANY DISCREPANCIES OR CONFLICTS EXIST BETWEEN THIS LICENSE
AGREEMENT AND THE EXISTING LICENSES, THE TERMS OF THIS LICENSE AGREEMENT
SHALL PREVAIL. If any provision of this License Agreement is held
invalid, the offending clause will be modified so as to be enforceable
and, as modified, shall be fully enforced and the remainder of this
License Agreement will continue in full force and effect.
13. COSTS OF LITIGATION. If any action is brought by NI to enforce any
of the provisions of this License Agreement, NI shall be entitled to
recover, in addition to any other relief granted at law or equity,
reasonable attorneys' fees and expenses of litigation.
14. NO WAIVER. The failure of either party to enforce any rights
granted hereunder or to take action against the other party in the event
of any breach hereunder shall not be deemed a waiver by that party as to
subsequent enforcement of rights or subsequent actions in the event of
future breaches.
