Maxwell Pro TCP/IP Tests and MQTT Tests License Agreement
© 2025 – Seguesoft Inc. All rights reserved.
© 1995 – 2025, InterWorking Labs, Inc. All rights reserved.
Seguesoft acquired all rights to SilverCreek, Maxwell Pro TCP/IP Tests, and MQTT Tests from InterWorking Labs, Inc. (IWL). The clauses in this license agreement were originally developed by IWL and are now authorized for use by SSI, following SSI’s acquisition of all rights from IWL.
Please read the following legally binding License Agreement between Seguesoft Inc. (SSI) and you (“Licensee”) carefully. By using any of the products, technology, or software described herein, you acknowledge and agree that you, as Licensee, have read, understood, and agree to be bound by the terms and conditions of this License Agreement.
If you neither agree to, nor accept, these terms, you are not licensed or authorized to use the Licensed System. In such event, you may not use the Licensed System, and you shall promptly contact SSI for return instructions. SSl license the “Licensed System” to you (as “Licensee”) only on the condition that you accept and agree to be bound by all of the terms in this Agreement.
PLEASE READ THE TERMS CAREFULLY. BY USING THE LICENSED SYSTEM, YOU ACCEPT AND AGREE TO BE BOUND BY THIS LICENSE AGREEMENT.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:
This License Agreement (the “Agreement”) is made as of the “Effective Date” by and between Seguesoft Inc. and Licensee.
1. Licensee
1.1 Licensee name and address: As specified on the Purchase Order.
2. Effective Date:
2.1 Effective Date as specified on the Purchase Order
3. Note
THE LICENSED SYSTEM HAS SOFTWARE AND MAY ALSO HAVE HARDWARE; THAT SOFTWARE AND HARDWARE, IF ANY, ARE TO BE USED TOGETHER, NEITHER MAY BE USED SEPARATELY FROM THE OTHER.
THE LICENSED SYSTEM IS FOR LICENSEE INTERNAL USE ONLY.
THE LICENSED SYSTEM MAY NOT BE DISTRIBUTED TO OTHERS.
THE TEST RESULTS FROM USE OF THE LICENSED SYSTEM MAY NOT BE DISSEMINATED OR PUBLISHED OUTSIDE LICENSEE’S COMPANY.
PORTIONS OF THE LICENSED SYSTEM ARE PROTECTED BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATY. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.
4. Definitions
4.1 Licensed System means that combination of software, hardware (if any), data, and documentation specified in Exhibit A including bug fixes and updates thereto provided to Licensee in connection with this Agreement or any support or maintenance agreement.
4.2 Intellectual Property Rights means patent rights, copyright rights, trade secret rights, and any other intellectual property rights.
5. License Grants
5.1 Subject to the terms and conditions of this Agreement, and upon payment by Licensee to SSI of the license fees set forth in Section 8.1, SSI grants Licensee a non-exclusive, non-transferable license to use the Licensed System for internal use only, for the sole purpose of testing and verifying computer network related products. Licensee agrees to comply with all reasonable monitoring and reporting requirements imposed by SSI to ensure compliance with the license restrictions.
5.2 Licensee has no right to transfer, sub-license or otherwise distribute the Licensed System to any third party.
5.3 Licensee may neither: (i) disassemble, decompile or reverse engineer the Licensed System, or permit any third party to do so; (ii) copy the Licensed System, except as necessary to use the Licensed System in accordance with the license granted under Section 5.1; nor (iii) use the Licensed System in any manner to provide testing or other computer services to third parties.
5.4 Licensee has no right or license to use any trademark of SSI or its suppliers during or after the term of this Agreement. In particular, and without limiting the foregoing, Licensee may not use any trademark of SSI or the names “InterWorking”, “InterWorking Labs” or “IWL” without consent of SSI, in making any statement or representation concerning results of testing and verification performed using the Licensed System.
5.5 Portions of the Licensed System are copyrighted, some portions may be patented. All proprietary notices incorporated in, marked on, or affixed to the Licensed System, or any of its components, by SSI or its suppliers shall not be altered, removed, or obliterated by Licensee and shall be duplicated by Licensee on all copies, in whole or in part.
5.6 SSI and its suppliers reserve all rights and licenses to the Licensed System not expressly granted to Licensee under this Agreement.
5.7 Contractors. In the event that Licensee elects to have a third party contractor use the Licensed System, Licensee will require such contractor to enter into a written confidentiality agreement with Licensee which (i) is no less restrictive than this Section 5 and Section 9, and (ii) at the termination of that contractor’s agreement with Licensee or termination of this agreement, whichever occurs first, requires such contractor to promptly deliver to Licensee all of SSI’s confidential information and certify in writing to Licensee that it has delivered all such materials. All such written confidentiality agreements shall explicitly designate SSI as a third party beneficiary with full authority to enforce that agreement.
6. Warranties
6.1 SSI warrants that during the thirty (30) calendar day period following delivery of the Licensed System to Licensee, the Licensed System will operate substantially in accordance with its specifications set forth in users’ documentation in all material respects. In the event the Licensed System fails to conform to such warranty during the warranty period, as Licensee’s sole and exclusive remedy, SSI will make diligent, reasonable efforts to provide Licensee with work-around solutions, error corrections and bug fixes upon receipt of written notice of non-compliance.
6.2 ANY AND ALL WARRANTIES WITH RESPECT TO THE LICENSED SYSTEM SHALL BE VOID AND OF NO EFFECT IF LICENSEE MODIFIES THE LICENSED SYSTEM. THE WARRANTIES SET FORTH IN SECTION 6.1 ARE IN LIEU OF, AND SSI EXPRESSLY DISCLAIMS, ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, WRITTEN AND ORAL, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SSI DOES NOT WARRANT THAT OPERATION OF THE LICENSED SYSTEM WILL BE ERROR FREE. SOME PORTIONS OF THE LICENSED SYSTEM ARE DERIVED FROM THIRD PARTY SOFTWARE OR HARDWARE AND NO SUCH THIRD PARTY WARRANTS THOSE PORTIONS, ASSUMES ANY LIABILITY REGARDING USE OF THOSE PORTIONS, OR UNDERTAKES TO FURNISH ANY SUPPORT OR INFORMATION RELATING TO THOSE PORTIONS.
6.3 Licensee acknowledges that the Licensed System is a test tool designed for intermittent use rather than as a component of a continuous-duty production system.
7. Maintenance and Updates
7.1 Subject to SSI’s limited resources, SSI will, at no additional charge to Licensee, provide Licensee with reasonable technical support for the warranty period as specified in Section 6.1 via e-mail or the World Wide Web during SSI’s normal business hours.
7.2 When SSI develops updates to the Licensed System, SSI, at its sole discretion, may, but has no obligation to, provide Licensee with separately priced updates for the Licensed System at the request of Licensee. All such updates will be considered to be parts of the “Licensed System” and subject to all terms and conditions of this Agreement.
8. License Fee
8.1 In consideration of the licenses granted in Section 5, above, Licensee shall pay SSI a non-refundable license fee in accordance with SSI’s then current price list within thirty (30) calendar days after the Effective Date.
8.2 Taxes and Duties. In addition to the license fee set forth above, Licensee shall pay all sales, use, or other taxes and fees imposed as a result of payment of the fees set forth above, if any, other than taxes measured by SSI’s net income.
9. Intellectual Property Rights
9.1 All right, title and interest in and to the Licensed System, and all Intellectual Property Rights embodied therein shall at all times remain with SSI or its suppliers, as applicable.
9.2 Licensee acknowledges and agrees that the Licensed System contains confidential, proprietary information and trade secrets of SSI. For the longer of: (i) a period of five (5) years after the Effective Date or (ii) the expiration or termination of this Agreement, and in all cases perpetually as to SSI trade secrets, Licensee shall not disclose or make available any portion of the Licensed System or any information derived from the Licensed System to any person or entity except to those of Licensee’s employees for whom access is necessary in order to perform their jobs in accordance with this Agreement. The standard of care Licensee must exercise to meet these obligations is the standard it exercises with respect to its own confidential information of a similar nature, but in no event less than due care. This obligation does not apply to information: (a) known by Licensee prior to its receipt from SSI and not subject to restriction on disclosure; (b) rightfully received by Licensee from a third party without restriction on disclosure; or (c) publicly available other than as a result of any act or omission of Licensee.
9.3 Licensee acknowledges and agrees that the Licensed System contains copyrighted materials of SSI.
9.4 Licensee acknowledges and agrees that the Licensed System may contain materials subject to patents held by SSI.
10. Limitation of Liability
IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF SSI IN CONNECTION WITH THIS AGREEMENT FOR ALL CAUSES OF ACTION OF ANY KIND, INCLUDING THOSE BASED UPON CONTRACT AND TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), EXCEED THE LICENSE FEES RECEIVED BY SSI FROM LICENSEE. IN NO EVENT WILL SSI OR ITS SUPPLIERS BE LIABLE FOR LOSS OF USE, DATA, OR PROFITS, BUSINESS INTERRUPTION OR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), ARISING IN ANY WAY OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
11. Term and Termination
11.1 Without limitation to any other clause, term or condition of this Agreement, and except as otherwise specifically provided in this Agreement, the term of license granted pursuant to paragraph 5 of this Agreement shall be perpetual, unless terminated or canceled in accordance with the provisions of this Agreement.
11.2 Termination.
11.2.1 Either party may terminate this Agreement if the other party breaches any material term or condition of this Agreement and fails to cure that breach within thirty (30) calendar days after receiving written notice of the breach.
11.2.2 SSI may terminate this Agreement effective immediately upon written notice to Licensee without any cure period in the event of Licensee’s breach of its confidentiality obligations herein or any Licensee infringement of SSI’s Intellectual Property Rights (including exceeding the scope of the license(s) granted herein).
11.2.3 Either party may terminate this Agreement effective immediately upon written notice to the other party if that other party files a voluntary petition in bankruptcy or otherwise seeks protection under any law for the protection of debtors; has a proceeding instituted against it under any provision of the bankruptcy laws which is not dismissed within sixty (60) calendar days; is adjudged to be bankrupt; has a court assume jurisdiction of its assets under a reorganization act; has a trustee or receiver appointed by a court for all or a substantial portion of its assets; becomes insolvent, suspends or ceases to do business; makes an assignment of all or a substantial portion of its assets for the benefit of its creditors; or admits in writing its inability to pay its debts as they become due.
11.2.4 Licensee may terminate this Agreement at any time by ceasing all use of the Licensed System and giving written notice to SSI.
11.3 Upon termination or expiration of this Agreement: (i) the rights and licenses granted to Licensee pursuant to this Agreement automatically terminate; (ii) Licensee shall, within thirty (30) calendar days, ship to SSI or destroy (including the purging from any system or storage media) all items and information in Licensee’s possession that are confidential or proprietary to SSI or its suppliers, including but not limited to the Licensed System and all copies thereof, if any, and an officer of Licensee shall certify in writing to SSI that all such confidential or proprietary items and information have been returned to SSI or destroyed; and (iii) all outstanding invoices for amounts owed to SSI by Licensee shall automatically accelerate and become due and payable on the effective date of termination.
11.4 The provisions of Sections 5.4, 8.2, 9, 10, 11.3, 12, and 13 shall survive the expiration, cancellation, or termination of this Agreement.
12. General Provisions
12.1 This Agreement shall be governed by the laws of the State of Illinois, excluding its conflict of laws rules. The parties consent to the personal and exclusive jurisdiction and venue of the federal and state courts located in Champaign County, Illinois, as applicable.
12.2 The Licensed System is subject to United States export control requirements including those set forth in the Export Administration Act of 1979, as amended, and the Export Administration Regulations thereunder.
12.3 Licensee shall neither assign this Agreement or any right hereunder, nor delegate any obligation created under this Agreement to any third party without prior written consent of SSI, which will not be unreasonably withheld. Any attempted assignment or delegation by Licensee without the required written consent shall be null and void. SSI, however, may assign this Agreement to any person or entity with which it has merged or which has otherwise succeeded to all or substantially all of the business and assets of SSI, and which has assumed in writing or by operation of law its obligations under this Agreement.
12.4 No modification to this Agreement nor any waiver of any rights shall be effective unless consented to in writing. The waiver of any breach or default shall not constitute a waiver of any other right or of any subsequent breach or default.
12.5 Neither SSI nor any of its suppliers shall be liable for any loss, expense, or damage caused by delays or failures in performance resulting from acts of God, supplier delay, or any other cause beyond the reasonable control of SSI or its suppliers.
12.6 Any controversy between the parties involving the construction or application of any of the terms, covenants, or conditions of this Agreement shall be submitted to final, binding, and non-appealable arbitration at the request of either party. The arbitration shall be conducted in accordance with, and governed by, the provisions of the Illinois Uniform Arbitration Act (710 ILCS 5/1 et seq.), as amended.
12.7 In the event of any dispute resolution proceeding between the parties, the prevailing party shall be entitled to recover its costs and reasonable attorneys’ fees. A “prevailing party” shall mean a party who receives all or substantially all of the relief sought by such party.
12.8 If any provision of this Agreement is ruled unenforceable, it shall be enforced to the extent permissible, the parties shall negotiate a substitute valid provision which most nearly affects the parties’ original intent, and the remainder of the Agreement shall remain in effect.
12.9 The parties are each independent contractors and not joint venturers, partners, agents, or representatives of the other. Neither party has any right to create any obligation on the part of the other party. No provisions of this Agreement are intended or will be construed to confer upon or give to any person or entity other than SSI and Licensee any rights, remedies or other benefits under or by reason of this Agreement.
12.10 Licensee acknowledges that any breach of its obligations under this Agreement with respect to the Intellectual Property Rights or confidential information of SSI will cause SSI irreparable injury for which there are inadequate remedies at law, and therefore, SSI will be entitled to equitable relief in addition to all other remedies provided by this Agreement or available at law.
12.11 All notices and requests required or authorized hereunder, shall be given in writing either by personal delivery to the party to whom notice is given, or by registered or certified mail, postage prepaid, return receipt requested. The date upon which any such notice is so personally delivered, or if the notice is given by registered or certified mail, the date upon which it is received as set forth on the returned receipt, shall be deemed to be the date of such notice, irrespective of the date appearing therein.
12.12. The Licensed System may contain or be distributed with open source software or other third party software that may be covered by a different license. The obligations of SSI set forth in this Agreement do not extend to any such software. Licensee agrees that all such software shall be and shall remain subject to the terms and conditions under which it is provided.
12.13 SSI reserves the right at any time to modify this Agreement and to impose new or additional terms and conditions on the use of the Licensed System. Such new versions will be similar in spirit to this version, but may differ in detail to address new issues or concerns. If there is a conflict between these terms and the new or additional terms, the new or additional terms will control for that conflict. The new or additional terms will become effective when SSI gives written notice to Licensee or when Licensee begins use of any updates to the Licensed System that contain those new or additional terms, whichever occurs first.
12.14. This Agreement constitutes the entire and exclusive agreement between the parties with respect to the subject matter hereof. All previous and contemporaneous discussions and oral and written agreements with respect to this subject matter are superseded by this Agreement.
Restricted Rights Legend
This software is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U.S. Government is subject to restrictions set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software – Restricted Rights at 48 CFR 52.227-19, as applicable. The “Manufacturer” for purposes of these regulations is Seguesoft Inc.
Exhibit A
Product Name: SSI Maxwell Pro, or SSI MQTT Tests.
Product Components: As per the product description on the Quotation provided to Licensee, including Hardware (if any), Software, Data, and Documentation.