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Windows Pearson Pixel Connect Client EULA

SOFTWARE LICENSE AGREEMENT

Copyright 2017 Pearson Education Inc. or its affiliate(s). All rights reserved.

IMPORTANT NOTICE

PLEASE Read THIS SOFTWARE LICENSE AGREEMENT carefully before downloading the software linked hereto. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, DO NOT USE THIS SOFTWARE.

This Software License Agreement (“Agreement”) establishes the terms and conditions under which Pearson VUE will provide the software contained herein (“Software”) in connection with the services provided by or to Pearson VUE (“Purpose”). This Software is the exclusive property of Pearson VUE, a business of NCS Pearson, Inc. (“Pearson VUE”), including, but not limited to, the structure, organization and code of the Software. Your use of the Software is strictly conditioned upon your explicit acceptance of the terms and conditions of this Agreement and your use of this Software will be deemed your acceptance of the terms and conditions set forth herein and your agreement to be bound by them. Pearson VUE grants to you and you accept a personal, non-transferable, revocable, non-assignable, non-exclusive, limited license to use the Software for the Purpose (“License”). By using this Software, I acknowledge that I may only view, download and use the Software pursuant to this Agreement. Furthermore, I understand that no license is granted to me hereunder for any other purpose.

If you do not agree to these terms and conditions stated herein, select the “I do not accept the terms of this Agreement” option and click on the “No” button. If you have been provided with a CD ROM, remove the CD ROM from your system, delete any and all copies of the Software executable (e.g. .EXE file) that you have downloaded or copied to your system and contact Pearson VUE regarding directions for returning or destroying such Software. This License is granted in consideration of, and subject to, the mutual rights and obligations set forth in this Agreement, the sufficiency of which you acknowledge by using this Software.

Limitation of Warranty

THIS SOFTWARE IS PROVIDED BY PEARSON VUE “AS IS” AND THERE ARE NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING THOSE OF MERCHANTABILITY OR FITNESS FOR A SPECIFIC PURPOSE. THE SOFTWARE IS NEITHER WARRANTED NOR EXPECTED TO BE FREE FROM ERRORS. IN NO EVENT SHALL PEARSON VUE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

Third Party Software.

Licenseeacknowledges that Software may be distributed alongside or contain or use certain third-party software (“Third Party Software”). Any third-party software provided by Pearson VUE in connection with the Software is licensed to Licensee under the terms of the third party software license agreement(s) and other documentation that accompanies the Software or hardware components. Pearson VUE and its licensors are intended third party beneficiaries of this End User License Agreement. THIRD PARTY SOFTWARE IS (IN ADDITION TO THE TERMS AND CONDITIONS OF THIS AGREEMENT), SUBJECT TO AND GOVERNED BY (AND LICENSEE AGREES TO, AND WILL INDEMNIFY PEARSON VUE FOR NONCOMPLIANCE WITH) THE RESPECTIVE LICENSES FOR THE THIRD-PARTY SOFTWARE which are attached hereto asExhibit A.

Open Source Software.

“Open Source Software” means any software or other material that contains, or is derived (in whole or in part) from, any software, documentation or other material that is distributed as free software, open source software or similar permissive or copyleft licensing or distribution models, including software, documentation or other material licensed or distributed, or those generally understood to be an open source license or distribution model.” Notwithstanding any other section in this Agreement, if (i) the Software as provided by Pearson VUE includes Open Source Software, Pearson VUE shall notify Licensee of all such Open Source Software, (ii) such Open Source Software is subject to its own license terms and conditions (the “Open Source Software Terms”), which shall be provided to Licensee, and (iii) if such Open Source Software Terms prohibit Pearson VUE from providing or stipulating in this Agreement terms and conditions conflicting with the Open Source Software Terms in this Agreement, the Parties shall follow such conflicting Open Source Software Terms to the extent the conflicting Open Source Software Terms apply to the use of the Open Source Software and in case of any conflicts between this Agreement and such conflicting Open Source Software Terms, the latter shall govern and prevail to the extent that Licensee uses such Open Source Software. https://clientinfo.cct-pearsonvue.com/menu/windows3rdpartylicense.html provides a list of Open Source Software and associated Open Source Software Terms included in the Software as of the effective date of this Agreement as indicated by Pearson VUE to Licensee. Licensee shall not take any actions that would cause a part or all of the Software not already Open Source Software to become subject to any Open Source Software licensing terms.

Use of Software

You agree to only use the Software for your personal and private use consistent with the License, Purpose and the terms of this Agreement. Under this License, you are not allowed to (i) rent, sell, lease, lend, license, sublicense, distribute, assign, or otherwise transfer in whole or in part the Software to any person; or (ii) reverse engineer, decompile, disassemble, create derivative works from, change, alter, modify or otherwise vary in whole or in part the Software, except as expressly provided in this Agreement, without the express, written consent of Pearson VUE.

If you use the Software in any way inconsistent with this License or violate any of the above-referenced restrictions, your rights under this License shall terminate immediately and automatically.

Liability

You understand and agree that you shall be responsible for the use, operation, and storage of the Software. You assume the risk and sole responsibility for any and all damage to equipment or to the Software, or CD ROM, if any, by your use of such Software. In addition, you agree to indemnify and hold harmless Pearson VUE and its employees, officers, agents, and assigns against all third-party claims, damages, lawsuits, or settlements arising from your use of the Software. Pearson VUE shall have no liability of any kind under this Agreement.

Support

Pearson VUE may provide support for the Software from time to time but has no obligation to do so.

General

This Agreement will be deemed executed in and pursuant to the internal laws of the state of Minnesota, U.S.A without giving effect to the principles of conflicts law thereof. You and Pearson VUE consent to the jurisdiction and venue of the state and federal courts of Minnesota, Hennepin County. If any provision of this Agreement or the application thereof to any party or circumstances shall be declared invalid, illegal or unenforceable, the remainder of this Agreement shall be valid, legal and enforceable to the extent permitted by applicable law. In such event, the parties shall use their best efforts to replace the invalid, illegal or unenforceable provision by a provision that, to the extent permitted by applicable law, achieves the purposes intended under the invalid, illegal or unenforceable provision. No failure of either party to exercise any power or right given either party hereunder or to insist upon strict compliance by either party with its obligations hereunder, and no custom or practice of the parties at variance with the terms hereof shall constitute a waiver of either party's right to demand exact compliance with the terms hereof. You agree and warrant that you will not export or re-export the Software in violation of any export control laws of the United States or of any other country, and agree to indemnify Pearson VUE for any breach of this warranty.

Exhibit A

Third Party Software Licenses

TERADICI CORPORATION

ALL ACCESS SOFTWARE DESIGN KIT (“SDK”) LICENSE AGREEMENT

BY SELECTING “AGREE” OR “I ACCEPT THE TERMS IN THE LICENSE AGREEMENT” AND/OR INSTALLING, ACTIVATING AND/OR USING ANY PART OF THE SDK (AS DEFINED BELOW), YOU AND/OR THE ENTITY THAT YOU REPRESENT ("LICENSEE") ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THE ALL ACCESS SOFTWARE DEVELOPMENT KIT LICENSE AGREEMENT WITH TERADICI CORPORATION (“TERADICI”) CONSISTING OF THIS PARAGRAPH AND THE FOLLOWING TERMS (THIS "AGREEMENT") WITH RESPECT TO THE TERADICI SDK. PROVISION OF THE SDK IS CONDITIONED ON, AND LICENSEE'S INSTALLATION OR USE OF THE SDK SHALL CONSTITUTE, LICENSEE’S ASSENT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. IF LICENSEE DOES NOT UNCONDITIONALLY AGREE TO THE FOREGOING, LICENSEE SHOULD NOT SELECT “AGREE” OR “I ACCEPT THE TERMS IN THE LICENSEAGREEMENT” AND/OR INSTALL, ACTIVATE AND/OR USE THE SDK. IF YOU CONTINUE WITH INSTALLATION AND/OR USE, YOU ARE REPRESENTING AND WARRANTING THAT YOU ARE AUTHORIZED TO BIND LICENSEE.

Licensee and Teradici are each sometimes referred to individually as a “Party” and collectively as the “Parties.” The Parties agree as follows.

WHEREAS, Teradici has implemented its PCoIP ^® display protocol in software that securely facilitates the delivery of workloads and applications through cloud-based services; and

WHEREAS, Teradici makes such software and related updates available to customers on terms, conditions and fees separate from this Agreement; and

WHEREAS, Teradici is willing to permit Licensee to use certain code, tools and materials, further defined herein as the software development kit (“SDK”) and/or application programming interface (API), to assist Licensee’s implementation and integration of Teradici software into the Licensee’s solution, or creation of a custom PCoIP solution; provided that no external distribution of any such solution may occur unless a separate agreement is entered into between Teradici and Licensee;

NOW, THEREFORE, in consideration of the foregoing and the mutual promises contained herein, the Parties agree as follows:

1. DEFINITIONS.

“SDK” means the Teradici SDK(s) and APIs identified in Exhibit B, which may include Sample Code, Tools, API Information, Specifications, and documentation, including Documentation in on-line format, and related items, and includes any upgrades, modified versions, updates, additions and copies of the SDK provided to Licensee by Teradici.

“Sample Code” means software code that Teradici has included for Licensee to incorporate into its application programs.

“Tools” refer to programs and utilities that may be included for Licensee to test or compile its application programs.

“Documentation” means any related explanatory materials accompanying the SDK.

“Specifications” means the Teradici PCoIP specifications identified in Exhibit B.

2. LICENSE. Subject to the restrictions contained in this Section 2, Teradici grants to Licensee a nonexclusive, nontransferable, royalty-free, non-sublicensable limited license to use the items in the SDK solely for the Licensee’s use in connection with (i) Teradici Cloud Access Software for which Licensee has purchased a license either directly from Teradici or through a Teradici reseller; or (ii) or in connection with any embedded client device whose primary function is to deliver desktops and applications via remote display protocols (e.g., “thin clients”) for which Licensee has purchased a Teradici Thin Client Access license subscription either directly from Teradici or from an authorized Teradici OEM partner.

For the avoidance of doubt, Licensee may use the SDK to develop its own product offerings designed to be installed on a Teradici thin client device (“Licensee Product Offerings”), but no rights to distribute the Licesee Product Offerings are granted under this Agreement. Any distribution of Licensee Product Offering requires a separate business agreement with Teradici.

Licensee shall not (and shall not allow any third party to): (a) reverse engineer, adapt, translate, decompile, disassemble or attempt to discover any source code or underlying ideas or algorithms of the SDK (except to the extent that applicable law prohibits reverse engineering restrictions); (b) use the SDK (i) on any host device not running on an operating system and/or hardware expressly authorized by Teradici; or (ii) to connect to or interoperate with any offering not provided by or authorized by Teradici or a Teradici agent; (c) provide, lease, lend, disclose, use for timesharing or service bureau purposes, or otherwise use or allow others to use for the benefit of any third party, the SDK (except as expressly and specifically authorized in writing by Teradici); (d) possess or use any SDK, or allow the transfer, transmission, export, or re-export of the SDK or portion thereof in violation of any export control laws or regulations administered by the U.S. Commerce Department, U.S. Treasury Department's Office of Foreign Assets Control, or any other government agency; (e) disclose to any third party any benchmarking or comparative study involving the SDK; (f) use the SDK to transmit infringing, libelous, or otherwise unlawful or tortious material, or to transmit material in violation of third party privacy rights; (g) interfere with or disrupt the integrity or performance of the SDK or third party data contained therein; or (h) attempt to gain unauthorized access to the SDK or its related systems or networks. Without in any way limiting the foregoing, any and all modifications or derivatives of the SDK made by any person shall be owned by Teradici and Licensee hereby irrevocably assigns, transfers and conveys any modifications or derivatives thereof (including all intellectual property rights therein) to Teradici.

Prior to disposing of any media or apparatus containing any part of the SDK, Licensee shall completely destroy such part of the SDK contained therein. Further, any SDK specifically licensed for evaluation purposes, without charge or for a nominal charge, shall be deemed a free evaluation license and may be used for purposes of evaluation for a paid license only, and not for any productive use. Licensee acknowledges that the SDK may be distributed alongside or contain or use certain third-party software (“Third Party Software”). THIRD PARTY SOFTWARE IS (IN ADDITION TO THE TERMS AND CONDITIONS OF THIS AGREEMENT), SUBJECT TO AND GOVERNED BY (AND LICENSEE AGREES TO, AND SHALL INDEMNIFY TERADICI FOR NONCOMPLIANCE WITH) THE RESPECTIVE LICENSES FOR THE THIRD PARTY SOFTWARE AVAILABLE AT https://www.teradici.com/third-party-licenses . General public license source code downloads are available at https://docs.teradici.com/knowledge/general-public-license-source-code-downloads-1361 .

THE SDK IS NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE WHERE THE FAILURE OF THE SDK COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SIGNIFICANT PHYSICAL OR ENVIRONMENTAL DAMAGE (“HIGH RISK ACTIVITIES”). USE OF THE SDK IN HIGH RISK ACTIVITIES IS NOT AUTHORIZED AND LICENSEE SHALL DEFEND AND INDEMNIFY TERADICI AND ITS AFFILIATES FOR ANY THIRD-PARTY CLAIMS BASED UPON LICENSEE’S USE OF SDK IN HIGH RISK ACTIVITIES.

3. PROPRIETARY RIGHTS. The items contained in the SDK are the intellectual property of Teradici and its suppliers and are protected by United States copyright and patent law, international treaty provisions and applicable laws of the country in which it is being used. Licensee agree to protect all copyright and other ownership interests of Teradici and/or its suppliers in all items in the SDK supplied under this License Agreement. Licensee agree that all copies of the items in the SDK, reproduced for any reason by Licensee, contain the same copyright notices, and other proprietary notices as appropriate, as appear on or in the items delivered by Teradici in the SDK. Teradici and/or its suppliers retain title and ownership of the items in the SDK, the media on which it is recorded, and all subsequent copies, regardless of the form or media in or on which the original and other copies may exist. Except as stated above, this License Agreement does not grant Licensee any rights to patents, copyrights, trade secrets, trademarks or any other rights in respect to the items in the SDK.

4. TERM. This License Agreement is effective for so long as Licensee has a valid Teradici Cloud Access Software or Thin Client Access Software license as required in Section 2. Teradici may terminate this Agreement at any time upon written notice to Licensee. Licensee may terminate this Agreement at any time by providing written notice to Teradici and destroying the SDK together with all copies, modifications and merged portions thereof, in any form. This Agreement will be deemed automatically terminated, without the need for notice from Teradici, if Licensee fails to comply with any term or condition of this Agreement. Upon any termination or expiration of this Agreement. Licensee must return or destroy all full and partial copies of the items in the SDK, together with all copies, modifications and merged portions in any form.

5. DISCLAIMER OF WARRANTY; NO SUPPORT. Teradici licenses the SDK to Licensee only on an "AS-IS" basis. Teradici makes no representation with respect to the adequacy of any items in the SDK, whether or not used by Licensee in the development of any products, for any particular purpose or with respect to their adequacy to produce any particular result. Teradici and its suppliers shall not be liable for loss or damage arising out of this License Agreement or from the distribution or use of products containing portions of the SDK. TERADICI AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF ANY THIRD-PARTY RIGHT IN RESPECT OF THE ITEMS IN THE SDK OR ANY SERVICES RELATED TO THE SDK.

6. Licensee is responsible for providing technical support to customers licensing any product offerings developed by Licensee that may include or have been developed using the SDK. Teradici is under no obligation to provide any support under this License Agreement, including upgrades or future versions of the SDK or any portions thereof, to Licensee, its end user or to any other party. Licensee may obtain fee-based professional services from Teradici pursuant to separate terms and conditions.

7. LIMITATION OF LIABILITY. Notwithstanding any other provisions of this License Agreement, Teradici's liability to Licensee under this License Agreement shall be limited to the amount paid by Licensee for the SDK. IN NO EVENT WILL TERADICI OR ITS SUPPLIERS BE LIABLE TO LICENSEE FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES INCLUDING DAMAGES FOR ANY LOST PROFITS, LOST SAVINGS, LOSS OF DATA, COSTS, FEES OR EXPENSES OF ANY KIND OR NATURE ARISING OUT OF ANY PROVISION OF THIS LICENSE AGREEMENT OR THE USE OR INABILITY TO USE THE ITEMS IN THE SDK, EVEN IF AN TERADICI REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY PARTY.

8. FEEDBACK LICENSE. To the extent Licensee provides suggestions, comments or feedback regarding the Software (“Feedback”) to Teradici, Licensee hereby irrevocably agrees that Teradici and its Affiliates may use, exercise and commercially exploit the Feedback and any and all rights in such Feedback worldwide without restriction or obligation including any payment to Licensee both during and at any time after the Term, and that such Feedback shall not be deemed to be Confidential Information of Licensee or otherwise impose any confidentiality obligation on Teradici or its Affiliates.

9. Injunctive Relief. Actual or threatened breach of certain sections of this Agreement (such as, without limitation, provisions on intellectual property (including ownership), license and confidentiality) may cause immediate, irreparable harm that is difficult to calculate and cannot be remedied by the payment of damages alone. Teradici shall be entitled to seek preliminary and permanent injunctive relief and other equitable relief for any such breach.

10. INDEPENDENT DEVELOPMENT. Licensee understands that Teradici may currently or in the future be developing products or services internally, or with other parties that may be similar to Licensee’s. Nothing in this Agreement will be construed as a representation or inference that Teradici will not develop, or have developed, products or services that compete with the products or services of Licensee.

11. GENERAL. Licensee may not assign this Agreement, or any of its rights or obligations hereunder, by operation of law or otherwise, without Teradici’s prior written consent. Any purported assignment by Licensee other than as provided herein shall be null and void. Licensee may not use Teradici trademarks in connection with any product, promotion or publication, without Teradici’s prior written consent. This Agreement constitutes the entire agreement between Teradici and Licensee with respect to the subject matter hereof, and merges all prior negotiations and drafts of the parties with regard thereto, and supersedes any and all other written or oral agreements existing between the parties hereto regarding the subject matter of this Agreement. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the party to be charged. This Agreement is governed and interpreted in accordance with the laws of the State of California, U.S.A. without reference to conflicts of laws principles. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Northern District of California and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. If any of the provisions of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable under any applicable statute or rule of law, such provision shall, to that extent, be deemed omitted, and the remaining portions of this Agreement shall remain in full force and effect. The waiver of one breach or default or any delay in exercising any rights shall not constitute a waiver of any subsequent breach or default. All notices permitted or required under this Agreement shall be in writing and shall be delivered in person or mailed by first class, registered or certified mail, postage prepaid, or by overnight courier to the address of the party specified in this Agreement or such other address as either party may specify in writing. Such notice shall be deemed to have been given upon receipt. The SDK (a) was developed at private expense and includes trade secrets and Confidential Information; (b) is a commercial item consisting of commercial computer software and commercial computer software documentation regulated under FAR 52.227-14 and DFARS Section 227.7202 and shall not be deemed to be non-commercial computer software and/or non-commercial computer software documentation under any provision of DFARS; and (c) is NOT offered to US Government agencies under the commercial computer software license set forth at FAR 52.227-19. Consistent with 48 CFR 12.212 and 48 CFR 227.7202 as applicable, the SDK is licensed to government end users solely as a commercial item and with only those rights as are granted to other end users under the terms of this Agreement. Technical data relating to commercial items shall be made available to the Government consistent with the requirements and limitations of FAR 52.227-14 or DFARS 252.227-7015, as applicable. The terms “commercial computer software,” “commercial computer software documentation,” “technical data relating to commercial items,” shall have the meanings relating to each such term as are set forth in the aforementioned FAR and DFARS clauses, as applicable. Licensee acknowledges that the SDK is subject to export controls of Canada, the United States, and other jurisdictions. Licensee shall comply and shall cause any and all direct or indirect channel partners, distributors, and customers to comply with all applicable laws, rules and regulations relating to the export and re-export of technical data and encryption technology, including any regulations of the United States Office of Export Administration and other applicable governmental agencies. The parties are independent contractors, and nothing in this Agreement is intended to create any agency, partnership or joint venture relationship between them.

EXHIBIT B

TERADICI SDKs and APIs