The NI Software License Agreement is the contract that governs NI software. It is accepted by downloading the software or clicking the button to complete installation, or by executing the applicable Quote; a person accepting for an entity represents that they can bind it, and a licensee who does not wish to be bound may return the software within thirty days of receipt, subject to NI’s return policy.[1] The English document retrieved for this article shows no revision date and has seven addenda (A to G); NI may amend it with notice by email or in the Software.[1]
Grant and default licence type
The grant is a limited, revocable, non-exclusive, non-transferable and non-sublicensable right, during the licence term, to install and use the Software only in the specific configuration allowed by the licence type identified in NI’s documentation. Unless the agreement or Quote says otherwise, the licence type is a Non-Concurrent named user licence and the licence term is specified in the Quote.[1] Use is for the licensee’s internal use only, other than Authorized Applications, and within the “License Scope”, the usage or consumption limits, entitlements and parameters in the Quote.[1]
The agreement defines the main terms: a Non-Concurrent License is a computer-based or user-based licence to install or use the Software on one computer in the workplace or by one specific named user; a Concurrent License allows installation on any or all computers at the licensee’s sites for use by Authorized Users or by the Maximum Number of Seats; Authorized Users are employees or third-party contractors unless the Quote says otherwise.[1]
Licence types
Named user
A named user licence permits installation on up to three computers in a single workplace of one individual designated and registered with NI. Only the Named User may run the Software, on one computer at a time, and access may not be shared over a network. The Named User can be changed to another designated employee if each new licence is registered and the old user uninstalls, no more than four times per calendar year, and a named user licence can be converted to a computer-based licence at the licensee’s discretion.[1] See Named User License.
Computer-based
A computer-based licence permits installation on one computer in the workplace. The number of employees using it is not limited, but access may not be simultaneous by more than one employee, and the Software may not be shared over a network to run on another computer. The designated computer can be changed within the single workplace no more than four times per calendar year provided the Software is removed from the previous computer.[1] See Computer-Based License.
Computers, virtual machines and cloud
For both licence types, a computer is one computing device, including any cloud computing system, or, where the Software is used with a virtual machine, one virtual machine on a computing device.[1]
Home usage exception
A business’s named user, or the primary user of a computer-based licence’s computer, may also install and use the Software on one home computer, limited to work within the scope of employment.[1] The exception does not apply to deployment licences or debug licences, and the agreement says there is no home exception for a concurrent use licence.[1] NI’s policy page states differently for managed concurrent licences, which it says include a home exception, so the Quote and licence manager configuration should be checked for any concurrent seat.[2]
Concurrent
For a Concurrent License, the number of Authorized Users or seats accessing or running the Software at the same time may not exceed the licence, and the licensee agrees to use an approved volume licence manager and the NI licence file to enforce this. NI may automatically terminate a Concurrent License if the number of concurrent users at any time exceeds the purchased number.[1] Concurrent use licences may be installed on any or all computers at the Site to which NI initially delivered the Software, and are not transferable.[1] See Concurrent License.
Restrictions
Section 1.B lists restrictions, among them: no modification or derivatives; no installation or use in a floating, concurrent or other shared context unless permitted; no making the Software or its keys available to third parties, for example through time-sharing, outsourcing or service bureau environments; no reverse engineering; no defeating access restrictions or encryption; no sublicensing, leasing, lending or renting; no technique that pools connections or reduces the number of users or endpoints (virtualisation, multiplexing or pooling); no publishing results of stress tests, penetration tests, vulnerability scans or data security reviews, or performance data, without NI’s written approval; and no use of scripting functionality to build an editor for a graphical programming environment.[1] The licensee must not use technical or other means to exceed or circumvent the License Scope.[1] Contractors may use the Software solely for the licensee’s benefit, with the licensee liable for their acts.[1]
Licence models and terms
Unless the Quote says otherwise, the licence is a term-based “Subscription License” starting on the date of NI’s invoice. NI sends a renewal quote at expiry unless Auto-Renewal is configured, in which case the licence renews automatically for a year; price changes are notified with an updated quote at least sixty days before the term ends, and the licensee may give notice of non-renewal thirty days before the renewal term begins.[1] Use in a renewal term depends on payment within thirty days of the term start, and NI may terminate and block access if payment is not settled within a further fifteen days.[1]
A licence specified as perpetual in the Quote is a right to use the Software indefinitely, unless terminated.[1] For a perpetual licence the agreement says software services (upgrades, maintenance, technical support) may have to be purchased separately, while for term licences the fee for software services is included in the fees for the whole term.[1]
The agreement terminates automatically and immediately if the licensee fails to comply with its terms, and on termination or expiry the licensee must cease use, stop distributing Authorized Applications and uninstall and destroy copies.[1]
Transfer
A named user or computer-based licence may be transferred to a third party in the same country of purchase, or within the European Union if bought there, provided NI is notified in writing with the third party’s name and location, the third party accepts the agreement and the transferor keeps no copies. NI may charge a transfer fee.[1] Licences under a Volume License Program are non-transferable without NI’s consent.[1]
Application deployment
An “Authorized Application” is an application created with a development version of the Software, with certain real-time components, or with a third-party environment that uses Driver Interface Software. The licensee may distribute Authorized Applications with applicable runtime engines and Driver Interface Software if it includes NI’s copyright notice, does not use NI’s marks to market them, passes the agreement through to end users where the runtime or driver software is distributed, and distributes nothing malicious.[1] No additional fees are payable, except that if the application was built with software on NI’s Deployment Licenses listing the licensee must, before distributing for use on another computer, either verify the recipient has a valid licence or a valid Deployment License for each computer, or obtain NI’s written distribution authorization and pay any per-copy fee.[1]
Special licence types (Addendum B)
- Evaluation and pre-release. One computer in the workplace, for internal evaluation for the limited evaluation period; applications created under it may not be distributed or transferred and are not Authorized Applications; the Software may deactivate without warning and NI does not update or support it.[1]
- Compile-only (Measurement Studio). Requires a full Measurement Studio licence; only the compile and build function may be used, not development; no home exception; not transferable.[1]
- Debug. Requires valid licences to the components the debug licence covers; limited to debugging on one additional target production computer or, for concurrent debug licences, the concurrent restrictions; may not be used to develop new programs such as test sequences, modules or virtual instruments; an upgrade of the software requires a new upgraded debug licence; no home exception.[1]
Compliance, data collection and audit
Section 22.A lets NI review records on reasonable notice during business hours and, on written notice, inspect use of the Software; a business licensee must on request promptly certify compliance in writing; if the inspection indicates underpayment the licensee must immediately pay and reimburse the cost of the inspection.[1] Section 22.B says the Software may collect and send software, hardware and use information (in some circumstances including IP address or email address) for updates, compliance checks including valid key codes and hardware keys, product development, support tailoring and usage reporting to the licensee, but not proprietary application data.[1]
Other terms
- Warranty and liability. A 90-day limited warranty applies, remedies are limited to repair, replacement or a pro-rated refund, and liability is generally capped at the amount received for the licence (the current term’s fee for a term licence) with exclusions for indirect damages.[1]
- High-risk uses. NI products are not designed for hazardous environments requiring fail-safe performance, and the licensee indemnifies NI for high-risk uses.[1]
- Governing law. If the Software is manufactured in the Republic of Ireland, Irish law applies with non-exclusive venue in Dublin; otherwise Texas law applies with non-exclusive venue in Travis County, Texas.[1]
- Amendment. For subscription licences an amendment takes effect on renewal of the term; for perpetual licences thirty days after notice.[1]
- Generative AI. Where the Software includes AI features, use is subject to NI’s Generative AI Terms and Conditions, incorporated by reference.[1]
Addenda
Addendum C (Volume License Program), Addendum D (Enterprise Program) and Addendum E (academic licence terms) are summarised in NI license types and programs and NI Volume License Manager and activation; Addendum F (product-specific provisions for LabVIEW, Measurement Studio, TestStand, SystemLink and others) in NI LabVIEW, TestStand and SystemLink licensing.
Out of scope
This article does not cover the source code licence in Addendum A, U.S. government end user terms in Addendum G, NI’s separate Terms and Conditions of Sale that apply to technical support services, or translations of the agreement.[1]