1. Read the following terms and conditions carefully before installing or using this product on your network or personal computer. This product license agreement is a legal agreement between you (either on behalf of yourself as an individual or on behalf of an entity as its authorized representative) on the one hand, and SkyLab Services Pte. Ltd. and its subsidiaries and affiliates (collectively referred to as 'SkyLab') on the other hand, for the hardware and/or software products entitled ‘SkyLab Transport Accelerator™' (STA™), ‘Data Logistics Cloud™’ (DLC™), ‘IGX™’ and ‘SkyLab MEC™’, which includes physical hardware and/or computer software and any associated media, printed materials, and/or 'online' or electronic documentation (together called the 'Product'). Please read this agreement carefully and print out a copy for your records. This agreement supersedes previous versions.

By installing, copying, or otherwise using the Product, you acknowledge that you have read this product license agreement and agree to be bound by its terms. The Product is licensed, not sold, to you for use only under the terms of this agreement. If you do not agree to the terms of this product license agreement, do not install or use the Product and delete all copies in your possession.

 

2. SkyLab grants you a non-exclusive, non-transferable license to use the Product in accordance with the license key provided by SkyLab in the territory in which you acquired the Product for your own personal or commercial use, but retains all property rights in the Product and all copies thereof. All other rights are expressly reserved by SkyLab. You may use the Product on any supported system configuration, provided each instance of the Product is licensed for use. You may not transfer, distribute, rent, sub-license, or lease the Product or documentation, except as provided herein; or alter, modify, or adapt the Product or documentation, or any portions thereof.

 

3. You acknowledge that the Product in source code form remains a confidential trade secret and property of SkyLab. You agree not to modify or attempt to reverse engineer, decompile, or disassemble the Product.

 

4. OWNERSHIP: All rights, title and interest and intellectual property rights in and to the Product (including but not limited to any titles, computer code, concepts, screen images, text and 'applets,' incorporated into the Product), the accompanying printed materials, and any copies of the Software, are owned by SkyLab or its licensors. This Agreement grants you no rights to use such content other than as part of the Product. You agree that no title to the intellectual property in the Product, Subscription Services (as defined), or license keys is transferred to you. Title, ownership, rights, and intellectual property rights in and to the Product, Subscription Services, and license keys shall remain in SkyLab and/or SkyLab's licensors. The Product, Subscription Services and license keys are protected by intellectual property laws of Singapore and other countries and by international treaties.

 

5. This Agreement is effective upon your installation or use of the Product and shall continue until revoked by SkyLab or until you breach any term hereof.

 

6. LICENSE RESTRICTIONS: You acknowledge that the foregoing license extends only to your use of the features and functionality of the Product as described in the documentation accompanying the version of the Software downloaded or Product obtained by you (the "Documentation"), and you agree not to reconfigure or modify the Product in order to enable features or functionality different than those described in such Documentation or available in other SkyLab products without notifying SkyLab and paying the applicable Product upgrade fee. You may not: (i) reverse engineer, decompile, or disassemble the Product; (ii) modify, or create derivative works based upon, the Product in whole or in part;(iii) distribute copies of the Product; (iv) remove any proprietary notices or labels on the Product; or (v) resell, lease, rent, transfer, sublicense, or otherwise transfer rights to the Product. Any use in violation of this Section shall immediately terminate your license to the Product.

 

7. GENERAL: SkyLab does not guarantee that use of the Product will be uninterrupted and error free. You acknowledge that performance of the Product may be affected by any number of factors, including without limitation, technical failure of the Product, the acts or omissions of third parties and other causes reasonably beyond the control of SkyLab. Certain features of the Product may not be forward-compatible with future versions of the Product and use of such features with future versions of the Product may require purchase of the applicable future version of the Product.

 

8. DISCLAIMER: SkyLab disclaims any and all other warranties, whether express, implied, or statutory, including, but without limitation, the implied warranties of noninfringement of third party rights, merchantability or fitness for a particular purpose. This warranty disclaimer affects your legal rights, and you may also have other rights which vary from jurisdiction to jurisdiction. Some jurisdictions do not allow exclusions of implied warranties or limitations on how long an implied warranty lasts, so the above exclusion may not apply to you.

 

9. LIMITATION ON LIABILITY. In no event will SkyLab be liable to you or any third party for any damages arising out of the subject matter of this agreement, the product or any services under any contract, negligence, strict liability or other theory, for any indirect, special, incidental, or consequential damages (including lost profits), or for loss of or corruption of data, or for cost of procurement of substitute goods or technology, irrespective of whether SkyLab has been advised of the possibility of such damages. SkyLab's maximum liability for damages shall be limited to the license fees received by SkyLab under this license for the particular product(s) which caused the damages. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to You.

 

10. TERMINATION: This Agreement shall terminate automatically if you fail to comply with the terms of this Agreement. No notice shall be required from SkyLab to affect such termination. You may also terminate this Agreement at any time by notifying SkyLab in writing of termination. Upon any termination of this Agreement, you must uninstall and destroy all copies of the Product.

 

11. MISCELLANEOUS

 

11.1 COMPLIANCE WITH EXPORT CONTROL LAWS: End User agrees to comply with all applicable export and reexport control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the United States Department of Commerce. Specifically, each party covenants that it shall not - directly or indirectly - sell, export, reexport, transfer, divert, or otherwise dispose of any software, source code, or technology (including products derived from or based on such technology) received from the other party under this Agreement to any country (or any individual national thereof) subject to antiterrorism controls or U.S. embargo, or to any other person, entity, or destination prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations.

 

11.2 GOVERNING LAW: This Agreement will be governed by the laws of Singapore. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed.

 

11.3 ENTIRE AGREEMENT: You agree that this is the entire agreement between you and SkyLab, and that it supersedes any prior agreement, whether written or oral, and all other communications between SkyLab and you relating to the subject matter of this Agreement. SkyLab will notify the End User of any amendments, modifications or supplements SkyLab makes to this Agreement.

 

11.4 RESERVATION OF RIGHTS: All rights not expressly granted in this Agreement are reserved by SkyLab.

 

12. INJUNCTION: Because SkyLab would be irreparably damaged if the terms of this License Agreement were not specifically enforced, you agree that SkyLab shall be entitled, without bond, other security or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as SkyLab may otherwise have under applicable laws.

 

13. INDEMNITY: At SkyLab's request, you agree to defend, indemnify and hold harmless SkyLab, its subsidiaries, affiliates, contractors, officers, directors, employees, agents, licensors, licensees, distributors, developers, content providers, and other users of the Product, from all damages, losses, liabilities, claims and expenses, including attorneys' fees, arising directly or indirectly from your acts and omissions to act in using the Product pursuant to the terms of this License Agreement or any breach of this License Agreement by you. SkyLab reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder, and in such event, you shall have no further obligation to provide indemnification for such matter.

 

14. TERMINATION: Without prejudice to any other rights of SkyLab, this License Agreement and your right to use the Product may automatically terminate without notice from SkyLab if you fail to comply with any provision of this Agreement or any terms and conditions associated with the Product. In such event, you must destroy or delete all copies of this Product and all of its component parts.

 

15. GENERAL PROVISIONS: You may not use, copy, modify, sublicense, rent, sell, assign or transfer the rights or obligations granted to you in this Agreement, except as expressly provided in this Agreement. Any assignment in violation of this Agreement is void. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability of: (i) such provision under other circumstances, or (ii) the remaining provisions hereof under all circumstances. SkyLab's failure to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by SkyLab of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. Notwithstanding anything else in this Agreement, no default, delay or failure to perform on the part of SkyLab shall be considered a breach of this Agreement if such default, delay or failure to perform is shown to be due to causes beyond the reasonable control of SkyLab. This Agreement represents the complete agreement concerning this License Agreement between you and SkyLab.

 

16. SUPPORT AND UPGRADES: This Agreement does not entitle Licensee to receive any support services, upgrades, updates, patches, enhancements or fixes for any Product (collectively, "Support"). If Licensee desires to obtain Support, Licensee shall make separate arrangements for Support (which may include entering into a separate agreement) and pay any fees associated with such Support. Licensee is not entitled to, and shall not, install or use any Software upgrades, updates, patches, enhancements or fixes made available by SkyLab, except on or with Products that are covered by a then-current paid Support plan.