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