Acronis
Keithley Instruments, Inc. Software License Agreement
28775 Aurora Road
Cleveland, Ohio 44139
1-888-KEITHLEY
http://www.keithley.com
Acronis Software License Agreem ent
PLEASE READ THE SOFTWARE LICENSE AGREEMENT (“AGREEMENT” OR “EULA”) CAREFULLY
BEFORE USING THE ACRONIS SOFTWARE (“SOFTWARE”). ACRONIS INTERNATIONAL GMBH
(“ACRONIS” OR “LICENSOR”) IS WILLING TO LICENSE THE SOFTWARE TO YOU AS AN INDIVIDUAL OR
LEGAL ENTITY (“LICENSEE” OR “YOU”), AND TO PROVIDE YOU WITH SUPPORT AND MAINTENANCE
SERVICES (“SERVICES”), PROVIDED, AND ONLY ON THE CONDITION THAT, YOU ACCEPT AND AGREE
TO COMPLY WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. THI S AGREEM ENT
APPLIES TO ANY UPDATES OR SERVICES FOR THE SOFTWARE OR FOR THE SERVICES PROVIDED TO
YOU BY ACRONIS, UNLESS OTHER TERMS SPECIFICALLY COVER THOSE ITEMS.
BY CLICKING “I ACCEPT THIS AGREEMENT” OR OTHERWISE DOWNLOADING, INSTALLING, AND/OR
USING THE SOFTWARE OR BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND
ACCEPTED ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND THAT THIS
ACTION ESTABLISHES A LEGAL, ENFORCEABLE, AND BINDING AGREEMENT BETWEEN YOU AND
ACRONIS. IF YOU DO NOT ACCEPT ALL OF THE TERMS OF THIS AGREEMENT, YOU SHALL HAVE NO
RIGHT TO USE THE SOFTWARE, YOU MUST IMMEDIATELY CEASE USING THE SOFTWARE AND YOU
MUST DELETE OR REMOVE ALL ASSOCIATED SOFTWARE AND ASSOCIATED FILES.
1. Software License Grant
Subject to the terms and conditions of this Agreement, upon payment of all license fees owed for the Software,
Licensor grants and Licensee accepts a nonexclusive, nontransferable, non-assignable (unless such prohibition is
otherwise prohibited by local la w), lim ited license (“Software License”) to use the Software solely in accordance
with the terms and conditions of this Agreement. The Software is to be installed and/or deployed on the specific
number of machines or virtual environments for which a Software License has been purc has ed and pa id for. The
number of physical machines and virtual environments on which You are permitted to install the Software also
depends on the type of product that You have purchased. You may use a single Software License for one physical
machine or virtual environment unless otherwise specified under the “Acronis Licensing Policy,” which can be found
at www.acronis.com/lega l/ li cens ing. htm.
If your Software License is designated for only one physical machine or virtual environment at a time, you may
transfer your software License to a new machine provided the original installation is completely removed and no
longer in use. If you wish to deploy the Software on multiple machines, you must purchase the appropriate license
(or additional software licenses) for the additional deployments. Certain types of products may only be deployed
once and cannot be reused once used; further information regarding these products can be found under the
Acronis Licensing Policy.
2. Scope of License
Notwithstanding any references to “purchase”, the Software is licensed and not sold pursuant to this Agreement.
This Agreement confers a limited license to the Software only and does not constitute a transfer of title to, or sale
of, all or a portion of the Software or the underlying intellectua l proper ty. You acknowledge that Acronis or third
parties own all right, title, and interest in and to the Software and Services and all associated materials and
services, including without limitation, the structure, organization, source code, all copyrights, patents, trade secrets,
and other intellectual property rights throughout the world, in and to the original and all copies, portions, extracts,
selections, arrangements, adaptations, compilations, and any derivatives of the Software and Services, or software
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Acronis Sofware License Agreement
or content provided through or in conjunction with the Software or Services, and all features, updates, releases,
enhancements, bug fixes, workarounds, patches, updates, and all associated documentation and product
packaging. Except for the license granted in this Agreement, all rights in and to the Software and Services are
reserved, and no implied licenses are granted by Acronis. Acronis retains sole ownership of all copyrights, patents,
trade secrets, and other intellectual property rights throughout the world in and to the original and all copies and
portions of the Software (including any features and associated services) and all associated documentation and
product packaging. This Agreement governs all updates, upgrades, releases, or enhancements to the Software that
may be provided to you.
You agree not to conduct, cause, consent or permit others to (1) sublicense, lease, rent, loan, transfer, or distribute
the Software, or any portion, extract, selection, arrangement, adaptation, compilation, or derivative thereof, to any
third party; (2) make error corrections, modify, adapt, translate, or prepare derivative works from the Software; (3)
decompile, reverse engineer, disassemble, or otherwise attempt to derive source code from the Software or reduce
the Software to human-readable form, or attempt to reconstruct or discover any source code or underlying ideas,
algorithms, file formats, or programming or interoperability interfaces of Software or of any files contained or
generated using Software by any means whatsoever, except to the extent otherwise expressly permitted under
applicable law, notwithstanding this restriction, without the prior express written consent of the Licensor, any such
created works are derivative works and as such are the sole and exclusive property of Licensor; (4) decrypt data or
extract portions of the Software's files for use in other applications, (5) remove, obscure or alter Acronis’ or any third
party's product names, trademarks or patent, copyright, or other proprietary rights notices, or ownership attribution
statements affixed to or contained within or accessed in conjunction with or through the Software; (6) use or permit
the Software to be used to perform services for third parties, whether on a service bureau or time sharing basis or
otherwise, without the express written authorization of Acronis; or (7) publicly disseminate performance information
or analysis Master Terms and Conditions – 10-30-2012 (including, without limitation, benchmarks) from any source
relating to the Software. You shall be responsible and liable for the actions of your affiliates, employees, agents,
and any third party who obtains access to the Software licensed to Licensee.
In addition, certain third party code may be provided with the Software. The third-party license terms accompanying
such code, found at http://kb.acronis.com/content/7696 and in the license.txt file located in the root installation
directory, will govern your use of such code.
3. Software Updates, Support, and Maintena n ce
If you register your Software with Acronis, you are entitled to (a) “patch” or “dot” releases of Software; and (b) other
electronic services Acronis makes generally available to its customers, including its knowledge base, which can
assist in answering general questions about the Software. Any unauthorized modifications to the Software will void
this provision and Acronis’ obligations to provide any technical support or maintenance services related to the
Software.
The support and maintenance policies are updated from time to time. The current policies can be found at
www.acronis.com/support. Acronis provides standard Services (included in your paid Software License fees) for (a)
the first year from the date of delivery for Corporate Products; and (b) 30-days from delivery for any Home or Home
Office products. Additional Services for Corporate Products are available for purchase and information related to
these additional services can be found at www.acronis.com/support.
Upon expiration of Services for your Corporate Products, Services can be continued upon payment of an annual
fee (no more than 30% of the then-current license fee listed for the Corporate Product). Fees are billed on an
annual basis and there are no refunds for early cancellation of Services. Acronis reserves the right to deny any
Services if You are not eligible for Services.
ACRONIS MAY AUTOMATICALLY INVOICE YOU THE CONTINUATION OF SERVICES FEE PRIOR TO THE
EXPIRATION OF SERVICES (AND ON EACH ANNIVERSARY DATE). YOU MAY “OPT IN” OR “OPT OUT” OF
AUTO-RENEW WHEN YOU REGISTER YOUR PRODUCT OR BY LOGGING INTO YOUR ACRONIS
ACCOUNT.
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4. Acceptable Use and Conduct
By registering for and/or by using the Software or Services, you represent and warrant that you have the legal
capacity and authority to enter into a binding agreement and to adhere to this Agreement, and that you will use the
Software and the Services only in accordance with this Agreement and with all applicable laws. If an individual is
registering or using the Software or Services on behalf of an entity or organization, that individual warrants,
represents, and covenants to Acronis that such individual is duly authorized to agree to this EULA on behalf of the
organization and to bind the organization to them. The Software and Services are intended, and offered, only for
lawful use by individuals or organizations with the legal capacity and authority under applicable law to enter into a
contract for such products and services. Acronis does not offer the Software or Services to minors or where
otherwise prohibited by law.
Without limiting the foregoing:
1) You acknowledge and agree that the Software may be subject to export controls in the United States and
other countries. You agree to comply with all United States export la ws and regula tions and wit h all expor t
or import regulations of other countries, and you shall not and shall not allow any third-party to remove or
export from the United States or allow the export or re-export of any part of the Software or Services or any
direct product thereof (a) into (or to a national or resident of) any embargoed or terrorist-supporting country;
(b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s
list of Specially Designated Nationals; or (c) to any country to which such export or re-export is restricted or
prohibited, or as to which the United States government or any agency thereof requires an export license or
other governmental approval at the time of export or re-expor t withou t first obtaining such license or
approval. You assume sole responsibility for any required export approval and/or licenses and all related
costs and for the violation of any United States export law or regulation.
2) You may not use the Software and/or Services if you are a citizen, national, or resident of, or are under
control of the government of: Cuba, Iran, Sudan, North Korea, Syria, or any other country to which the
United States has prohibited export. Each time you use the Software or Services you represent, warra nt,
and covenant that (a) you are not a citizen, national, or resident of, nor under the control of the government
of any such country to which the United States has prohibited export; (b) you will not download or otherwise
export or re-export the Software, directly or indirectly, to the above mentioned countries nor to citizens,
nationals or residents of those countries; (c) you are not listed on the U.S. Department of Treasury's Lists
of Specially Designated Nationals, Specially Designated Terrorists, and Specially Designated Narcotic
Traffickers, the U.S. Department of State's List of Statutorily Debarred Parties, or the U.S. Department of
Commerce's Denied Persons List, Entity List, or Unverified List Table of Denial Orders; (d) you will not
download or otherwise export or re-export the Software, directly or indirectly, to persons on the above
mentioned lists; (e) you will neither use nor allow the Software to be used for any purposes prohibited by
United States federal or state law, including, without limitation, for the development, design, manufacture,
or production of nuclear, chemical, or biological weapons of mass destruction; (f) the Software and the
Services will not be exported, directly, or indirectly, in violation of these laws, nor will the Software or
Services be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical,
or biological weapons proliferation; and (g) you are not using or permitting others to use the Software or
Services to create, store, backup, distribute, or provide access to child pornography or any other content or
data which is illegal under the relevant laws of the United States, Switzerland, Singapore and Licensee’s
jurisdiction.
Acronis will not decrypt your files unless (a) it reasonably believes that it must do so to troubleshoot problems with
the Software or Services; or (b) it reasonably believes it must do so in order to comply with any law, subpoena,
warrant, order, or regulation. Acronis may also provide access to your data to government authorities if Acronis
suspects or believes that the data contains child pornography or other prohibited content or data or that the Data is
being used for illegal purposes. You acknowledge that Acronis or Acronis affiliates may use servers and other
equipment to provide the Software or Services that are located in the United States or in other countries where
litigants, law enforcement, courts, and other agencies of the government may have the right to access data stored
within their jurisdictions upon terms and conditions provided by local law, and that, as a result, they may gain
access to your backup data as provided by applicable local law.
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Acronis Sofware License Agreement
ACRONIS SHALL HAVE THE ABSOLUTE AND UNILATERAL RIGHT IN ITS SOLE DISCRETION TO DENY USE
OF AND ACCESS TO ALL OR ANY PORTION OF THE SOFTWARE OR SERVICES TO LICENSEE OR OTHER
USERS WHO ARE DEEMED OR SUSPECTED BY ACRONIS TO BE USING THE SOFTWARE OR SERVICES IN
A MANNER NOT REASONABLY INTENDED BY ACRONIS OR IN VIOLATION OF LAW OR THIS AGREEMENT,
INCLUDING BUT NOT LIMITED TO SUSPENDING OR TERMINATING A LICENSEE’S, OR ANOTHER USER'S,
ACRONIS ACCOUNT WITH ACRONIS AND THE LICENSE TO USE THE SOFTWARE OR SERVICES.
3) Privacy and Data Protection
Except as otherwise stated in this Agreement, the Software is subject to Acronis’ Privacy Statement at
www.acronis.com/legal/privacy.htm. ACRONIS ASSUMES NO RESPONSIBILITY FOR THE DELETION OF
DATA, LOSS OF DATA, OR THE FAILURE TO STORE DATA. Acronis has no obligation to monitor the use of
the Services and/or Data transmitted or stored through the Services. To the maximum extent possible under
applicable law and notwithstanding the provisions of this Agreement, Acronis reserves the right at all times to
monitor, review, retain and/or disclose any Data or other information as necessary to satisfy any applicable law,
regulation, legal process, or governmental request, or to investigate any suspected breach of these Terms and
Conditions
4) Confidentiality
The Software and Services contain trade secrets of Licensor and are proprietary to Licensor. Licensee shall
maintain the Software and the Services in confidence and prevent disclosure of the Software and Services
using at least the same degree of care it uses for its own most critical proprietary information, but in no event
less than a reasonable degree of care. Licensee shall not disclose or provide access to the Software or
Services or any part thereof to anyone for any purpose, other than to employees or other parties authorized
under this Agreement for the purpose of exercising the rights expressly granted under this Agreement.
5) Warranty
If Acronis provides you with Software in the form of tangible media, Acronis warrants that the media upon which
the Software is recorded will not be defective under normal use for a period of ninety (90) days from delivery.
Acronis will replace any defective media returned to Acronis within the warranty period at no charge to you.
Acronis warrants that the Software, as delivered by Acronis and when used in accordance with the software
documentation provided by Acronis, will substantially conform to the software documentation provided with the
Software for a period of ninety (90) days from the date of delivery. If the Software does not comply with this
warranty and such non-compliance is reported by you to Acronis within the warrant y period, Ac ron is will do one
of the following in its sole discretion (a) repair the Software; or (b) replace the Software with software that has
substantially the same functionality. This warranty excludes defects resulting from accidents, abuse,
unauthorized repair or modification, enhancements or misapplication of the Software. THE FOREGOING
WARRANTY SET FORTH IN THIS SECTION 7 IS YOUR SOLE AND EXCLUSIVE REMEDY FOR ACRONIS’
BREACH OF THIS WARRANTY.
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Acronis Sofware License Agreement
6) Disclaimer of Warranties
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE ACRONIS SOFTWARE AND
SERVICES AND ANY THIRD PARTY SOFTWARE AND SERVICES IS AT YOUR SOLE RISK AND THAT
THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS
WITH YOU. EXCEPT FOR THE LIMITED WARRANTY ON MEDIA SET FORTH ABOVE 7 AND TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW THE ACRONIS SOFTWARE AND SERVICES ARE
PROVIDED "AS IS, " WITH NO WARRANTIES WHATSOEVER. ACRO NIS AND SU CH TH IR D PARTIES
EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND
STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF
MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. IT IS AT YOUR OWN DISCRETION AND
RISK, THAT YOU DOWNLOAD AND/OR USE THE SOFTWARE. YOU WILL BE SOLELY RESPONSIBLE
FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS. ACRONIS
MAKES NO WARRANTIES OR REPRESENTATIONS THAT THE FUNCTIONS CONTAINED IN THE
SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE
SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE
SOFTWARE OR SERVICES WILL BE CORRECTED. YOU MAY HAVE OTHER WARRANTY RIGHTS,
WHICH MAY VARY FROM STATE TO STATE AND COUNTRY TO COUNTRY
7) Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL ACRONIS OR ITS AFFILIATES (INCLUDING SUPPLIERS,
RESELLERS, OR PARTNERS) OR THEIR RESPECTIVE EXECUTIVES, EMPLOYEES, SHAREHOLDERS
OR CONTRACTORS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, DIRECT OR
CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR
LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL
DAMAGES OR LOSSES, ARISING FROM OR RELATED TO YOUR USE OR INABILITY TO USE THE
ACRONIS SOFTWARE AND SERVICES OR THIS AGREEMENT, HOWEVER CAUSED, REGARDLESS OF
THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF ANY SUCH PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ACRONIS’, OR
IT’S AFFILIATES’, TOTAL LIABILITY TO YOU, FOR ALL DAMAGES EXCEED THE AMOUNT, IF ANY,
PAID BY YOU TO ACRONIS FOR THE SOFTWARE AND/OR SERVICES DURING THE TWELVE MONTHS
PRIOR TO THE EVENT WHICH GAVE RISE TO THE DAMAGES IN QUESTION. IF THE SOFTWARE AND
SERVICES ARE PROVIDED WITHOUT CHARGE, THEN THERE SHALL BE NO LIABILITY TO YOU
WHATSOEVER. THE FOREGOING IS YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH. THIS
LIMITATION OF LIABILITY FOR PERSONAL INJURY OR EXCLUSION OF INCIDENTAL,
CONSEQUENTIAL, OR DIRECT DAMAGES, WILL APPLY ONLY TO THE EXTENT PERMITTED UNDER
APPLICABLE LAW. THE DISCLAIMERS AND LIMITATIONS SET FORTH ABOVE WILL APPLY
REGARDLESS OF WHETHER OR NOT YOU ACCEPT THE SOFTWARE, UPDATES OR UPGRADES.
8) Government End Users
This Agreement applies to all Software and Services acquired directly or indirectly by or on behalf of the United
States Government. The Software and Services are commercial products and services as defined in FAR
12.212 and subject to restricted rights as defined in FAR Section 52.227-19 and DFARS 227.7202, as
applicable, and any successor regulations. Use, modification, duplication, or disclosure by the U.S.
Government shall be solely in accordance with the terms of this Agreement and is subject to the restrictions set
forth in subparagraph (c) of the Commercial Computer Software Restricted Rights clause of FAR 52.227-19.
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Acronis Sofware License Agreement
9) Miscellaneous Provisions
This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, USA, exclusive of its
conflicts of law ’s provisions and without regard to the United Nations Convention on Contracts for the
International Sale of Goods, and any suit under this Agreement shall exclusively be brought in a federal or state
court in Massachusetts. The failure of Acronis to exercise or enforce any right or provision of this Agreement
does not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be
effective only if in writing and signed by Acronis. If for any reason a court of competent jurisdiction f inds any
provision or portion of this Agreement to be unenforceable, the remainder of this Agreement will continue in full
force and effect. This Agreement, which incorporates the current and all future updates to the Acronis Privacy
Statement and the Acronis Licensing Policy, each of which may be updated from time to time (see:
http://www.acronis.com/Legal.htm), constitutes the entire agreement between the parties with respect to the
subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or
agreements, written or oral, regarding such subject matter. You may not assign or transfer any of your rights or
obligations under this Agreement to a third party without the prior written consent of Acronis. Acronis may freely
assign this Agreement. Any attempted assignment or transfer in violation of the foregoing will be void.
10) Contacting Acronis
Users with questions about this Agreement or the Privacy Statement may contact Acronis at:
www.acronis.com/support.
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