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PCA15 version 2.0
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APPGATE NETWORK SECURITY AB ("APPGATE")
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MINDTERM END-USER LICENSE AGREEMENT
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(LIMITED COMMERCIAL USE)
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PLEASE REVIEW THE FOLLOWING TERMS AND CONDITIONS PRIOR TO ACCESSING,
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DOWNLOADING AND/OR OTHERWISE USING ANY OF THE LICENSED PRODUCTS, AS HEREIN
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AFTER DEFINED.
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THE USE OF THE LICENSED PRODUCTS AS WELL AS ANY UPDATES THERETO IS SUBJECT TO
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THE TERMS AND CONDITIONS OF THE THIS LICENSE AGREEMENT (THE "AGREEMENT"). BY
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OPENING THE RELEVANT SOFTWARE PACKAGE, BY SELECTING THE [AGREED AND/OR ACCEPT]
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BUTTON, DOWNLOADING AND/OR OTHERWISE USING THE SOFTWARE OR ANY PORTION
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THEREOF, LICENSEE (THE FIRM, COMPANY OR OTHER PERSON HAVING RECEIVED THE
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LICENSED SOFTWARE PURSUANT TO AN ORDER ON THE APPGATE WEB SITE OR OTHERWISE)
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ARE AGREEING TO THE BOUND BY THE TERMS AND CONDITIONS OF THE AGREEMENT AND ARE
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ENTERING INTO THE AGREEMENT WITH APPGATE NETWORK SECURITY AB ("LICENSOR" or
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"APPGATE").
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1. DEFINITIONS
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As used in this Agreement, the following terms shall have the
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following meanings:
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1.1 "Designated Use" means the uses described in Section 2.3.
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1.2 "Documentation" means the materials and documents relevant to the
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Licensed Products and provided by AppGate
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1.3 "Event of Default" means any event specified in Section 7.1.
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1.4 "License" means the license to use the Licensed Products as defined in
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Section 2.1.
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1.5 "Licensed Products" means the software product MindTerm in object code
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form only. (Use of source code is subject to the conditions set forth
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in the MindTerm Public Source license agreement.)
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1.7 "Usage, Use or Used" includes the act of transferring, transmitting,
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compiling, executing, interpreting, processing or storing the Licensed
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Products through the use of computer equipment, or transferring,
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transmitting, compiling, executing, interpreting, processing or
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storing any data or information using the Licensed Products; and/or
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displaying any portion of the Licensed Products or data or information
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in connection with any of these activities.
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2. GRANT OF LICENSE
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2.1 Nonexclusive License
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Subject to Licensee's compliance with the terms and conditions of this
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Agreement Licensee is hereby granted a nonexclusive, non-transferable,
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non assignable and royalty-free license to Use the Licensed Products
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for purposes of the Designated Use; provided, however, that this
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Agreement does not grant to Licensee any title or right of ownership
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in or to the Licensed Products.
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2.2 Right to Utilize the Documentation
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Subject to the term and conditions of this Agreement, AppGate hereby
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grants to Licensee, and Licensee hereby accepts from AppGate, a
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nonexclusive, non-transferable, non assignable and royalty-free right
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to utilize the Documentation in connection with the Designated Use of
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the Licensed Products; provided, however, that this Agreement does not
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grant to Licensee any title or right of ownership in or to the
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Documentation. Licensee shall not copy any Documentation, but may
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obtain additional copies from AppGate for the applicable charges
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specified by AppGate from time to time.
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2.3 Use
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The Licensed Products may be Used only for Licensee's own internal
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computing requirements in accordance with the terms and conditions set
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forth herein and strictly limited to the number of users as defined
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here. The Licensed Products are free to use by Licensor in any
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organization, commercial or non-commercial, according to this License
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Agreement for up to, but not exceeding, 100 (one hundred) distinct
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users. Any other use requires a Commercial License Agreement which can
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be obtained by purchasing the Licensed Products from AppGate.
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Licensors with a Commercial License agreement can subscribe to
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Maintenance and Support services to periodically receive updated
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versions of the Licensed Products, get access to support services
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(web, e-mail and telephone) and receive updated signed versions of the
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MindTerm applet. These services are not available under this limited
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Agreement.
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Licensee is allowed to use the MindTerm source code according to the
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MindTerm Public Source license agreement. Licensee is allowed to use
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any derivative works of the Licensed Products for its own internal
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computing requirements according to the terms and conditions of this
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Agreement.
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3. TERM OF LICENSE
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The License granted hereunder shall commence upon Licensee's
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acceptance of the terms and conditions herein contained and shall
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continue in effect unless terminated earlier pursuant hereto.
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4. NO COPYING AND RESTRICTED USE
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4.1 Restricted Use
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Licensee shall not Use the Licensed Products or the Documentation for
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any purposes other than the Designated Use specified in Section 2
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hereof.
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4.2 No Copying
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Licensee may make, free of charge, copies of the Licensed Products for
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the Designated Use, archival or back-up purposes. Licensee shall not
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make any copy of the Licensed Products for a use that AppGate has not
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expressly approved under this Agreement. Licensee shall not Use or
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allow the Licensed Products to be Used, directly or indirectly, in any
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manner that would enable its customers or any other person or entity
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to copy or Use any of the Licensed Products. Copying or reproduction
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of the Licensed Products to any other server or location or media for
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further reproduction or redistribution is expressly prohibited.
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4.3 No Transfer of License; No Sublicense
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Licensee shall not assign or transfer this License, or license or
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sublicense the Use of all or any portion of the Licensed Products, to
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any other party.
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4.4 No Modification or Decompilation
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Licensee shall not modify, disassemble, decompile, recreate or
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generate any Licensed Products or any portion or version thereof
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unless and to the extent permitted under applicable mandatory law.
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4.5 Export
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Licensee shall not export or re-export the Licensed Products or permit
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transshipment thereof, directly on indirectly, to any country to the
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extent such country requires an export license or other governmental
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approval, without first obtaining such license or approval.
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4.6 Proprietary Markings
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Licensee shall not remove, erase or hide from view any copyright,
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trademark, confidentiality notice, mark or legend appearing on any of
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the Licensed Products or any form of output produced by the Licensed
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Products.
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5. NO WARRANTY
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Because the Licensed Products are licensed free of charge, there is no
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warranty for the Licensed Program, to the extent permitted by
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applicable law. AppGate provides the Licensed Products "as is" without
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warranty of any kind, either expressed or implied, including, but not
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limited to, the implied warranties of merchantability and fitness for
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a particular purpose. Licensee alone accepts the entire risk as to the
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quality and performance of the Licensed Products. Should the Licensed
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Products prove defective, Licensee assumes the cost of all necessary
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servicing, repair or correction.
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6. LIMITATION OF LIABILITY AND REMEDIES
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In no event shall AppGate be liable for any loss of or damage to
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revenues, profits or goodwill or other special, incidental, indirect
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or consequential damages of any kind, resulting from its performance
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or failure to perform pursuant to the terms of this Agreement or any
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exhibits hereto, or resulting from the furnishing, performance, or use
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or loss of use, loss of data or loss of any licensed products or other
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materials delivered, including, without limitation, any interruption
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of business, whether resulting from breach of contract or breach of
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warranty, even if licensee has been advised of the possibility of such
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damages.
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7. DEFAULT AND TERMINATION
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7.1 Termination in Advance Upon Default
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This Agreement may be terminated with immediate effect upon the
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occurrence of any of the following Events of Default:
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(a) Covenants
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The failure or neglect of Licensee to observe, keep or
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perform any of the covenants, terms and conditions of this
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Agreement, where such non-performance is not fully cured by
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Licensee within thirty (30) days after written notice from
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AppGate; or
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(b) Bankruptcy
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The filing of a petition for Licensee's bankruptcy, whether
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voluntary or involuntary, or if an assignment of Licensee's
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assets is made for the benefit of creditors, or a trustee or
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receiver is appointed to take charge of the business of
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Licensee for any reason, or if Licensee becomes insolvent or
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voluntarily or involuntarily dissolved.
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7.2 Obligations on Termination
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Effective with the date of expiration or other termination of this
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Agreement, all Usage of the Licensed Products shall terminate, and all
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rights of Licensee under this Agreement shall cease, specifically
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including, but without limitation, the License and all other rights
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granted to Licensee under this Agreement.
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7.3 No Waiver
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Termination of the Agreement under this Section shall be in addition
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to, and not a waiver of, any remedy at law or in equity available to
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AppGate arising from Licensee's breach of this Agreement.
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8. MISCELLANEOUS
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8.1 Notices
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All notices, requests and demands given to or made upon the parties
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shall be in writing and shall be mailed properly addressed, postage
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prepaid, registered or a certified, or personally delivered to either
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party at the addresses specified by either party, upon not less than
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ten (10) days notice. Such notice shall be deemed received by the
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close of business on the date shown on the certified or registered
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mail receipt, or when it is actually received, whichever is sooner.
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8.2 Governing Law and Jurisdiction
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This Agreement shall be governed by and construed in accordance with
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the laws of Sweden, without reference to its conflicts of law
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provisions. The exclusive jurisdiction and venue for all legal actions
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relating to this Agreement shall be in courts of competent subject
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matter jurisdiction located in Sweden.
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8.3 Severability
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If any provision of this Agreement is held invalid or unenforceable by
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any agency of competent jurisdiction, the remaining provisions shall
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nevertheless remain valid.
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