KEYSIGHT SOFTWARE END-USER LICENSE AGREEMENT
THE SOFTWARE IS SUBJECT TO THIS END-USER LICENSE AGREEMENT ("EULA"). IF THIS EULA IS PRESENTED ELECTRONICALLY, BY CLICKING "AGREE" YOU AGREE TO BE BOUND BY ITS TERMS. IF THIS EULA IS PRESENTED IN A HARD COPY FORMAT, BY USING THE COMPUTER, INSTRUMENT, OR MACHINE YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU ARE ACCEPTING THIS EULA ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY. "YOU" MEANS THE INDIVIDUAL OR ENTITY PURCHASING THE LICENSE OR THE USER OF THE SOFTWARE.
1. Translations. Translations of this EULA are found at: www.keysight.com/find/sweula.
2. Software. "Software" means a single copy of one or more computer programs licensed by Keysight, whether stand-alone or bundled with other products or solutions, and related documentation, including any online or electronic documentation, data, and license files.
3. License Grant. Keysight Technologies, Inc. or its subsidiary (collectively, "Keysight") grants you a limited, non-exclusive license to use the Software for the Term (as defined below) for your internal business use in accordance with one of the license types listed below, subject to this EULA and full payment of any applicable fees: 3.1 Node Locked license. If you obtained a Node Locked license, you may install one copy of the Software on one computer, instrument, or machine (collectively, "Computing Device") and use the Software only on that Computing Device. Unless otherwise authorized by Keysight in the Software user guide or other documentation associated with the Software ("Documentation"), you may not display or access the Software on a separate Computing Device. You may not transfer the license to another Computing Device without Keysight's prior written consent and payment of applicable fees.
3.2 Transportable license. If you obtained a Transportable license, you may use one copy of the Software on any Computing Device at one time. You may move the Software to a different Computing Device using methods made available by Keysight, provided only one copy is in use at any given time.
3.3 Floating license. If you obtained a Floating license, you may install one or more copies of the Software on any Computing Device within your internal computer network or on dedicated server resources provided by a third party, provided (i) the total number of users or Computing Devices accessing or using the Software at the same time or the total number of copies of the Software executing on Computing Devices at the same time, does not exceed the maximum number of licenses obtained or Computing Devices licensed; and (iii) the users are located within the area (e.g., single site, regional, or worldwide) designated in the order or Documentation. If you purchase a single site, Floating license, you may not use the Software on any network that permits remote access to licensed users located outside the Use Area or permit third parties to use the Software in an on-demand computing environment. "Use Area" means a fifty (50) mile radius from, and within the same time zone as, the geographical site that you occupy as your place of business.
3.4 Evaluation Licenses. If you obtained an evaluation license, you may use the Software for evaluation purposes only. The evaluation license commences on the date you download the Software and terminates at the end of the Term or sooner if: (i) you purchase a license to the Software; or (ii) Keysight, in its sole discretion, terminates your evaluation license
You may find the type of license you obtained, the Term of your license, and the number of licenses, if applicable, in Documentation. "Term" means either a set amount of time (an expiring license) or a Perpetual license. For Node Locked licenses, "Perpetual" means the lifetime of the Computing Device. For Transportable and Floating licenses, "Perpetual" means the right to use the license indefinitely. In the absence of documentation specifying the applicable license, you have a Node Locked license with a Perpetual Term.
4. License Restrictions.
4.1 No Copies. You may not make copies or adaptations of the Software except for backup and archival purposes or when copying or adaptation is an essential step in the licensed use of the Software, including correction of errors. You must reproduce all copyright and other legal notices in the original Software on all permitted copies or adaptations.
4.2 No Reverse Engineering. You may not decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, create derivative works, or disable security features of the Software, except to the extent any foregoing restrictions are prohibited by applicable law or by licensing terms governing the use of open-source components that may be included with the Software.
4.3 No Circumvention. The Software may include technological measures, whether in the Software, in bundled hardware, or both (e.g., security servers, security keys or modules, a hardware lock device, license administration software, a license authorization key to control access to the Software) that are designed to prevent or detect installation or use of unlicensed copies of the Software. Such prevention or detection measures may collect and transmit data about suspected unlicensed copies. The data collected does not include any customer data created using the Software. By using the Software, you consent to such detection and collection of data, as well as its transmission and use if suspected unlicensed copies are detected. Circumvention of these technological measures is prohibited, except as expressly permitted by applicable law. Any attempt to circumvent technological measures may render the Software or certain features unusable or unstable and may prevent you from upgrading or updating the Software. Keysight may take all legal steps to prevent unlicensed use of the Software.
4.4 Limited Use. You may not use the Software to develop products or distribute your own or a third-party's application, if the principal purpose, as reasonably determined by Keysight, is to compete with or perform the same or similar functions as the Software, or to replace any component of the Software. You may not disclose the results of any competitive analysis performed on the Software to any third party. You may not use the Software as training input or prompt-based input into any Generative AI Program. "Generative AI Program" means artificial intelligence, machine learning, deep learning, neural networks, or similar technologies designed to automate the generation or aid in the creation of new content, including but not limited to audio, visual, or text-based content. You may use the output of the Software to train a Generative AI Program provided you comply with the terms of this EULA.
4.5 No Public Network/Time Share. You may not copy the Software onto any public or distributed network, service bureau, or similar service, and you may not provide access (directly or indirectly) to the Software in any other manner via a web or network application. You may not sell, license, lease, rent, loan, or time share the Software. You also may not redistribute the Software or any part of the Software, other than as permitted under Section 9 below.
4.6 Licensed Users. Except as expressly provided herein, you may not permit any third party to have access to, benefit from, or otherwise use the Software. Licensed users are your employees, authorized agents, representatives, subcontractors, and consultants acting on your behalf and for your internal business use. You are responsible and fully liable for compliance with and breach of this EULA by your licensed users.
4.7 Unauthorized Use. You will ensure licensed users will not use the Software to (i) engage in spamming, mail-bombing, spoofing or any other illegal or unauthorized use, or (ii) use the Software to store or transmit any viruses, Trojan horses, worms, time bombs, or any other similar malicious software, data, or programs.
5. Third-Party Software.
5.1 General. The Software may contain third-party software subject to third-party notices or additional license terms, which can be found in the Documentation. You have all rights necessary to use the Software as permitted in Sections 3 and 4. To the extent your use exceeds the grants and restrictions in Sections 3 and 4, third-party license terms apply and take precedence. You acknowledge and agree Keysight's third-party suppliers and licensors are third-party beneficiaries of this EULA.
5.2 Separation of Components. Except as required by included open-source software licenses or as expressly licensed by Keysight, the Software is licensed as a single product and its component parts may not be separated for any other use. You will not integrate or otherwise combine the Software with any third-party software without Keysight's prior written consent.
5.3 Open-Source Software. To the extent required by the applicable open-source software license(s), Keysight makes open-source source code available upon request. To request open-source source code, please contact Keysight Support at www.keysight.com/main/support.jspx.
6. Upgrades. This EULA does not entitle you to receive upgrades, updates, extensions, or technical support. Such services may be included or purchased separately and will be governed by this EULA or a separate agreement.
7. Ownership. The Software and all copies thereof are licensed and not sold to you. The Software and all copies thereof are owned and copyrighted by Keysight or its third- party suppliers and licensors and are protected by copyright laws and other intellectual property laws and treaties. Keysight and its third-party suppliers and licensors retain all right, title, and interest in the Software. Keysight may use any comments, suggestions, improvements, or other communications from you to Keysight regarding the Software and practice the intellectual property relating thereto without compensation or attribution.
8. High Risk Activities. The Software is not specifically written, designed, manufactured, or intended for use in the planning, construction, maintenance, or direct operation of a nuclear facility, nor for use in online control or fail-safe operation of aircraft navigation, control or communication systems, weapon systems, or direct life support systems. Keysight will not be liable for any damages resulting from any such use.
9. Transfer. You may not transfer the Software unless you obtain Keysight's prior written consent, deliver all copies of the Software to the transferee along with this EULA, and pay any applicable fees. For all transfers, the transferee must accept this EULA as a condition of the transfer and your license to use the Software will terminate upon transfer. Entitlement to receive technical support services for the Software may be transferred, provided you obtain Keysight's prior written consent and pay any applicable fees. This Section applies only to the extent permissible under applicable laws.
10. Term and Termination. This EULA will remain in effect for the Term unless terminated by Keysight as provided herein. Keysight may terminate your license upon notice for breach of this EULA. Upon expiration or termination, you must immediately destroy all copies of the Software.
11. Export Requirements. You will comply with applicable laws and regulations and obtain required export and import authorizations if you export, re-export, or import the Software, technology, or technical data licensed hereunder. Keysight may terminate your license immediately if you violate any applicable laws or regulations.
12. Encryption Notice. The Software may utilize encryption technology. You agree that encryption is not a guarantee of confidentiality and that Keysight is not liable for any breach of confidentiality that may occur as a result of decryption by a third party.
13. Audit. Upon reasonable notice, you will provide Keysight or its agents access to your records as reasonably necessary for Keysight to audit, at its expense, your proper use and payment for the Software. If the audit reveals that you materially breached this EULA, you will reimburse Keysight for Keysight's audit expenses and pay any underpayment, plus interest from the date payment was due, and Keysight may terminate your license. If you are a U.S. government customer, only Keysight employees authorized to access U.S. government facilities and computer systems may conduct such audit and any amount due under this Section 13 is subject to the U.S. Anti-Deficiency Act.
14. U.S. Government Rights. The Software is "commercial computer software," as defined by Federal Acquisition Regulation ("FAR") 2.101 ("Definitions"). Pursuant to FAR 12.211 ("Technical data"), 12.212 ("Computer software") and 27.405-3 ("Commercial computer software") and Department of Defense FAR Supplement ("DFARS") 227.7202 ("Commercial computer software and commercial computer software documentation"), the U.S. government acquires commercial computer software and computer software documentation and other technical data such as manuals under the same terms by which the software is customarily provided to the public. Accordingly, Keysight provides the Software to U.S. government customers under its standard commercial license, which is embodied in this EULA. The license set forth in this EULA represents the exclusive authority granted to the U.S. government to use, modify, distribute, or disclose the Software. This EULA and the license set forth herein, does not require or permit, among other things, that Keysight: (1) furnish technical information related to commercial computer software or commercial computer software documentation that is not customarily provided to the public; or (2) relinquish to, or otherwise provide, the U.S. government rights in excess of these rights customarily provided to the public to use, modify, reproduce, release, perform, display, or disclose commercial computer software or commercial computer software documentation. If you are a U.S. government customer, you acknowledge that: (i) you have reviewed this EULA and agree that the license provided for herein is consistent with federal law and otherwise satisfies U.S. government needs; (ii) you agree that this EULA reflects the entirety of the terms of Keysight's customary commercial license applicable to U.S. government customers. No additional government requirements beyond those set forth in this EULA shall apply, except to the extent that those terms, rights, or licenses are explicitly required from all providers of commercial computer software pursuant to the FAR and the DFARS and are set forth specifically in writing elsewhere in this EULA. Keysight has no obligation to update, revise, or otherwise modify the Software. This Section is in lieu of, and supersedes, any other FAR, DFARS, or other provision that addresses government rights in computer software or technical data under this EULA.
15. WARRANTY. TO THE EXTENT ALLOWED BY APPLICABLE LAW AND EXCEPT TO THE EXTENT KEYSIGHTHAS PROVIDED A SPECIFIC WRITTEN WARRANTY APPLICABLE TO THE SOFTWARE, THE SOFTWARE IS PROVIDED TO YOU "AS IS" WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER ORAL
OR WRITTEN, EXPRESS OR IMPLIED. KEYSIGHT, ON BEHALF OF ITSELF, ITS SUBSIDIARIES, AFFILIATES, AND SUPPLIERS, SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. IF A KEYSIGHT AUTHORIZED RESELLER PROVIDES A SPECIFIC WRITTEN WARRANTY APPLICABLE TO THE SOFTWARE, SUCH WARRANTY IS SUBJECT TO THE SEPARATE AGREEMENT BETWEEN YOU AND THE RESELLER.
16. LIMITATION OF LIABILITY. TO THE EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL KEYSIGHT, ITS SUBSIDIARIES, AFFILIATES, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR OTHER DAMAGES (INCLUDING DOWNTIME COSTS, LOSS OF DATA, RESTORATION COSTS, OR LOST PROFITS) REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED ON CONTRACT, TORT, WARRANTY, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, IF THE SOFTWARE IS PROVIDED TO YOU AT NO CHARGE, KEYSIGHT, ITS SUBSIDIARIES, AFFILIATES, AND SUPPLIERS WILL NOT BE LIABLE FOR DIRECT DAMAGES.
17. Applicable Law; Jurisdiction and Venue. Disputes arising in connection with this EULA will be governed by, construed, and interpreted according to the laws of the United States and the State of California, without regard to conflict of laws principles. The United Nations Convention for Contracts for the International Sale of Goods will not apply to this EULA. You consent to personal jurisdiction and venue in the state and federal courts located in the Northern District of California for all claims arising out of or related to this EULA. If you are a U.S. government customer, disputes arising in connection with this EULA will be governed by, construed, and interpreted according to U.S. federal common law.
18. Data Privacy. Information about Keysight's privacy practices is available in Keysight's Customer Privacy Statement, available at www.keysight.com/go/privacy.
19. Unenforceability. To the extent that any provision of this EULA is determined to be illegal or unenforceable, the remainder of this EULA will remain in full force and effect.
20. Entire Agreement. This EULA constitutes the entire agreement between you and Keysight with respect to the licensing of the Software, and supersedes any previous communications, representations, or agreements, whether oral or written; provided, if you have a separate written, executed agreement with Keysight, it will apply and take precedence over any conflicting terms in this EULA. This EULA may not be changed except by an amendment signed by you and Keysight's authorized representative. Supplemental terms may grant additional license rights to the Software and may be found in the Documentation or directly in the files to which they apply.
(C) Keysight Technologies, 2013 - 2025
Published in USA, May 1, 2025
5991-3402 (supersedes 5991-3402 - 01Jul2021) www.keysight.com