PROTO SOFTWARE LICENSE AGREEMENT
IMPORTANT: BY USING YOUR PROTO DEVICE (“DEVICE”), YOU ARE AGREEING TO BE BOUND BY THE FOLLOWING TERMS:
- PROTO SOFTWARE LICENSE AGREEMENT
- NOTICES FROM PROTO
PROTO INC
PROTO SOFTWARE LICENSE AGREEMENT Single Use License
PLEASE READ THIS SOFTWARE LICENSE AGREEMENT (“LICENSE”) CAREFULLY BEFORE USING YOUR DEVICE OR DOWNLOADING THE SOFTWARE UPDATE ACCOMPANYING THIS LICENSE. BY USING YOUR DEVICE OR DOWNLOADING A SOFTWARE UPDATE, AS APPLICABLE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT USE THE DEVICE OR DOWNLOAD THE SOFTWARE UPDATE.
1. General
(a) The software (including Boot ROM code, embedded software, and third-party software), documentation, interfaces, content, fonts, and any data that came with your Device (“Original PROTO Software”), as may be updated or replaced by feature enhancements, software updates, or system restore software provided by PROTO (“PROTO Software Updates”), whether in read-only memory, on any other media, or in any other form (the Original PROTO Software and PROTO Software Updates are collectively referred to as the “PROTO Software”) are licensed, not sold, to you by PROTO Inc. (“PROTO”) for use only under the terms of this License. PROTO and its licensors retain ownership of the PROTO Software itself and reserve all rights not expressly granted to you. You agree that the terms of this License will apply to any PROTO-branded app that may be built-in on your Device, unless such app is accompanied by a separate license, in which case you agree that the terms of that license will govern your use of that app. PROTO leverages high availability infrastructure and data centers to provide its cloud services and PROTO Software.
(b) PROTO, at its discretion, may make available future PROTO Software Updates. The PROTO Software Updates, if any, may not necessarily include all existing software features or new features that PROTO releases for newer or other models of Devices. The terms of this License will govern any PROTO Software Updates provided by PROTO, unless such PROTO Software Update is accompanied by a separate license, in which case you agree that the terms of that license will govern.
(c) If you use the express setup feature to set up a new Device based on your existing Device, you agree that the terms of this License will govern your use of the PROTO Software on your new Device, unless it is accompanied by a separate license, in which case you agree that the terms of that license will govern your use of that PROTO Software. Your Device will periodically check with PROTO for PROTO Software Updates. If an update is available, the update may automatically download and install onto your Device and, if applicable, your peripheral devices. By using the PROTO Software, you agree that PROTO may download and install automatic PROTO Software Updates onto your Device and your peripheral devices.
2. Permitted License Uses and Restrictions
(a) Subject to the terms and conditions of this License, you are granted a limited non-exclusive license to use the PROTO Software on a single PROTO-branded Device. Except as permitted in Section 2(b) below, and unless as provided in a separate agreement between you and PROTO, this License does not allow the PROTO Software to exist on more than one PROTO-branded Device at a time, and you may not distribute or make the PROTO Software available over a network where it could be used by multiple Devices at the same time. This License does not grant you any rights to use PROTO proprietary interfaces and other intellectual property in the design, development, manufacture, licensing, or distribution of third-party devices and accessories, or third-party software applications, for use with Devices.
(b) Subject to the terms and conditions of this License, you are granted a limited non-exclusive license to download PROTO Software Updates that may be made available by PROTO for your model of the Device to update or restore the software on any such Device that you own or control. This License does not allow you to update or restore any Device that you do not control or own, and you may not distribute or make the PROTO Software Updates available over a network where they could be used by multiple Devices or multiple computers at the same time. If you download a PROTO Software Update to your computer, you may make one copy of the PROTO Software Updates stored on your computer in machine-readable form for backup purposes only, provided that the backup copy must include all copyright or other proprietary notices contained on the original.
(c) You may not, and you agree not to or enable others to, copy (except as expressly permitted by this License), decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the PROTO Software or any services provided by the PROTO Software or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or by licensing terms governing use of open-source components that may be included with the PROTO Software). You agree not to remove, obscure, or alter any proprietary notices (including trademark and copyright notices) that may be affixed to or contained within the PROTO Software.
(d) The PROTO Software may be used to reproduce materials so long as such use is limited to the reproduction of non-copyrighted materials, materials in which you own the copyright, or materials you are authorized or legally permitted to reproduce. Title and intellectual property rights in and to any content displayed by, stored on, or accessed through your Device belong to the respective content owner. Such content may be protected by copyright or other intellectual property laws and treaties and may be subject to terms of use of the third party providing such content. Except as otherwise provided herein, this License does not grant you any rights to use such content nor does it guarantee that such content will continue to be available to you.
(e) In order to complete certain app and/or website action shortcuts, the PROTO Software may need to access certain third-party software applications, services, or websites on your Device. You expressly consent to such use to the extent necessary to complete the Shortcut with the PROTO Software.
(f) You agree to use the PROTO Software and the Services (as defined in Section 5 below) in compliance with all applicable laws, including local laws of the country or region in which you reside or in which you download or use the PROTO Software and Services. Features of the PROTO Software and the Services may not be available in all languages or regions, some features may vary by region, and some may be restricted or unavailable from your service provider. A Wi-Fi or cellular data connection is required for some features of the PROTO Software and Services.
(g) You acknowledge that many features, built-in apps, and Services of the PROTO Software transmit data and could impact charges to your data plan, and that you are responsible for any such charges. You can view and control which applications are permitted to use cellular data and view an estimate of how much data such applications have consumed under Cellular Data Settings. In addition, Wi-Fi Assist will automatically switch to cellular when you have a poor Wi-Fi connection, which might result in more cellular data use and impact charges to your data plan. Wi-Fi Assist is on by default but can be disabled under Settings. For more information, please consult the User Guide for your Device.
(h) If you choose to allow automatic app updates, your Device will periodically check with PROTO for updates to the apps on your Device and, if one is available, the update will automatically download and install onto your Device. You can turn off the automatic app updates altogether at any time.
3. Transfer. You may not rent, lease, lend, sell, redistribute, or sublicense the PROTO Software.
4. Consent to Use of Data. When you use your Device, certain unique identifiers for your Device may be sent to PROTO in order to allow features like analytics, voice recognition, and artificial intelligence design functions may require information from your Device to provide their respective functions. When you turn on or use these features, details may be provided regarding what information is sent to PROTO and how the information may be used.
5. Services and Third-Party Materials(a) The PROTO Software may enable access to third-party services and websites (collectively and individually, “Services”). Use of these Services requires Internet access, and use of certain Services may require you to accept additional terms and may be subject to additional fees. By using this software in connection with your Device, or other PROTO Services, you agree to the applicable terms of service.(b) You understand that by using any of the Services, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. Nevertheless, you agree to use the Services at your sole risk and that PROTO, its affiliates, agents, principals, or licensors shall have no liability to you for content that may be found to be offensive, indecent, or objectionable.(c) Certain Services may display, include, or make available content, data, information, applications, or materials from third parties (“Third Party Materials”) or provide links to certain third-party websites. By using the Services, you acknowledge and agree that PROTO is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect of such Third Party Materials or websites. PROTO, its officers, affiliates, and subsidiaries do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party Services, Third Party Materials, or websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you.(d) Neither PROTO nor any of its content providers guarantees the availability, accuracy, completeness, reliability, or timeliness of stock information, location data, or any other data displayed by any Services. Financial information displayed by any Services is for general informational purposes only and should not be relied upon as investment advice.(e) To the extent that you upload any content through the use of the Services, you represent that you own all rights in, or have authorization or are otherwise legally permitted to upload, such content and that such content does not violate any terms of service applicable to the Services. You agree that the Services contain proprietary content, information, and material that is owned by PROTO, the site owner, or their licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary content, information, or materials other than for permitted use of the Services or in any manner that is inconsistent with the terms of this License or that infringes any intellectual property rights of a third party or PROTO. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, using the Services to transmit any computer viruses, worms, trojan horses, or other malware, or by trespass or burdening network capacity. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that PROTO is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of using any of the Services.(f) In addition, such Services and Third-Party Materials may not be available in all languages or in all countries or regions. PROTO makes no representation that such Services and Third-Party Materials are appropriate or available for use in any particular location. To the extent you choose to use or access such Services or Third-Party Materials, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws and privacy and data collection laws.
6. Termination.
This License is effective until terminated. Your rights under this License will terminate automatically or otherwise cease to be effective without notice from PROTO if you fail to comply with any term(s) of this License. Upon the termination of this License, you shall cease all use of the PROTO Software. Sections 4, 5, 6, 7, 8, 9, 10, 12, and 13 of this License shall survive any such termination.
7. Disclaimer of Warranties
7.1 YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE PROTO SOFTWARE AND ANY SERVICES PERFORMED BY OR ACCESSED THROUGH THE PROTO SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU.
7.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROTO SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND PROTO AND PROTO’S LICENSORS (COLLECTIVELY REFERRED TO AS “PROTO” FOR THE PURPOSES OF SECTIONS 7 AND 8) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PROTO SOFTWARE AND SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.
7.3 PROTO DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE PROTO SOFTWARE AND SERVICES, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE PROTO SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE PROTO SOFTWARE AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY SERVICES WILL CONTINUE TO BE MADE AVAILABLE, THAT DEFECTS IN THE PROTO SOFTWARE OR SERVICES WILL BE CORRECTED, OR THAT THE PROTO SOFTWARE WILL BE COMPATIBLE OR WORK WITH ANY THIRD-PARTY SOFTWARE, APPLICATIONS, OR THIRD-PARTY SERVICES. INSTALLATION OF THIS PROTO SOFTWARE MAY AFFECT THE AVAILABILITY AND USABILITY OF THIRD-PARTY SOFTWARE, APPLICATIONS, OR THIRD-PARTY SERVICES, AS WELL AS PROTO PRODUCTS AND SERVICES.
7.4 YOU FURTHER ACKNOWLEDGE THAT THE PROTO SOFTWARE AND SERVICES ARE NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN THE CONTENT, DATA, OR INFORMATION PROVIDED BY THE PROTO SOFTWARE OR SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE, INCLUDING WITHOUT LIMITATION THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT, OR WEAPONS SYSTEMS.
7.5 NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PROTO OR A PROTO AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE PROTO SOFTWARE OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
8. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL PROTO, ITS AFFILIATES, AGENTS, OR PRINCIPALS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA (INCLUDING WITHOUT LIMITATION COURSE INSTRUCTIONS, ASSIGNMENTS, AND MATERIALS), BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE PROTO SOFTWARE AND SERVICES OR ANY THIRD-PARTY SOFTWARE, APPLICATIONS, OR SERVICES IN CONJUNCTION WITH THE PROTO SOFTWARE OR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE).
9. Digital Certificates. The PROTO Software contains functionality that allows it to accept digital certificates either issued from PROTO or from third parties. YOU ARE SOLELY RESPONSIBLE FOR DECIDING WHETHER OR NOT TO RELY ON A CERTIFICATE WHETHER ISSUED BY PROTO OR A THIRD PARTY. YOUR USE OF DIGITAL CERTIFICATES IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROTO MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ACCURACY, SECURITY, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS WITH RESPECT TO DIGITAL CERTIFICATES.
10. Government End Users. The PROTO Software and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
11. Governing Law and Venue. Governing law and venue for this License is set forth in Proto’s Terms and Conditions, Section 12.6 “Governing Law and Venue”.
12. Complete Agreement. This License constitutes the entire agreement between you and PROTO relating to the PROTO Software and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by PROTO.