DEEPNET SECURITY
SOFTWARE LICENSE AGREEMENT
DEEPNET SECURITY LIMITED AND/OR ITS
SUBSIDIARIES ("DEEPNET SECURITY ") IS WILLING TO LICENSE THE SOFTWARE
TO YOU AS AN INDIVIDUAL, THE COMPANY, OR THE LEGAL ENTITY THAT WILL BE
UTILIZING THE SOFTWARE (REFERENCED BELOW AS "YOU" OR "YOUR")
ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS LICENSE
AGREEMENT. READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY
BEFORE USING THE SOFTWARE. THIS IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU
AND THE LICENSOR. BY OPENING THIS PACKAGE, BREAKING THE SEAL, CLICKING THE
"AGREE" OR "YES" BUTTON OR OTHERWISE INDICATING ASSENT
ELECTRONICALLY, OR LOADING THE SOFTWARE, YOU AGREE TO THE TERMS AND CONDITIONS
OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, CLICK THE
"I DO NOT AGREE" OR "NO" BUTTON OR OTHERWISE INDICATE
REFUSAL AND MAKE NO FURTHER USE OF THE SOFTWARE.
1. LICENSE
The software and documentation that
accompanies this license (collectively the "Software") is the
proprietary property of Deepnet Security or its licensors and is protected by international
copyright laws. While Deepnet Security continues to own the Software, You will have certain rights to use the Software after Your
acceptance of this license. This license governs any releases, revisions, or
enhancements to the Software that the Licensor may furnish to You. Except as
may be modified by an applicable Deepnet Security License Key that accompanies,
precedes, or follows this license, and as may be further defined in the user
documentation accompanying the Software, Your rights
and obligations with respect to the use of this Software are as follows.
You may:
A. use the number of copies of the Software as have been licensed
to You by Deepnet Security under a License Key. If the Software is part of a
suite containing multiple Software titles, the total number of copies You may
use, in any combination of Software titles, may not exceed the total number of
copies indicated in the License Key. Your License Key shall constitute proof of
Your right to make such copies. If no License Key accompanies, precedes, or
follows this license, You may make one copy of the
Software You are authorized to use on a single computer;
B. make one copy of the Software for archival purposes, or copy the
Software onto the hard disk of Your computer and retain the original for
archival purposes;
C. use the Software on a network, provided that You have a licensed
copy of the Software for each computer that can access the Software over that
network;
D. use the Software in accordance with any written agreement
between You and Deepnet Security; and
E. after written consent from Deepnet Security, transfer the
Software on a permanent basis to another person or entity, provided that You
retain no copies of the Software and the transferee agrees in writing to the
terms of this license.
You may not:
A.
copy the
printed documentation that accompanies the Software;
B.
sublicense,
rent, or lease any portion of the Software; reverse engineer, decompile,
disassemble, modify, translate, make any attempt to discover the source code of
the Software, or create derivative works from the Software;
C.
use the
Software as part of a facility management, timesharing, service provider, or
service bureau arrangement;
D.
use a
previous version or copy of the Software after You have received and installed
a disk replacement set or an upgraded version. Upon upgrading the Software, all
copies of the prior version must be destroyed;
E.
use a
later version of the Software than is provided herewith unless You have
purchased corresponding maintenance and/or upgrade insurance or have otherwise
separately acquired the right to use such later version;
F.
use, if
You received the software distributed on media containing multiple Deepnet
Security products, any Deepnet Security software on the media for which You
have not received permission in a License Key; nor use the Software in any
manner not authorized by this license.
2. CONTENT UPDATES
Certain Software utilize content that is
updated from time to time (including but not limited to the following Software:
All Deepnet Security products, these updates are collectively referred to as
"Content Updates"). You shall have the right to obtain Content
Updates for any period for which You have purchased maintenance, except for
those Content Updates that Deepnet Security elects to make available by
separate paid subscription, or for any period for which You have otherwise
separately acquired the right to obtain Content Updates. Deepnet Security
reserves the right to designate specified Content Updates as requiring purchase
of a separate subscription at any time and without notice to You; provided,
however, that if You purchase maintenance hereunder that includes particular
Content Updates on the date of purchase, You will not have to pay an additional
fee to continue receiving such Content Updates through the term of such
maintenance even if Deepnet Security designates such Content Updates as
requiring separate purchase. This License does not otherwise permit the licensee
to obtain and use Content Updates.
3. OWNERSHIP
AND COPYRIGHT
Deepnet Security or its suppliers own the Deepnet
Security Software and Documentation. All Deepnet Security Software and
Documentation (including revisions, modifications and enhancements thereto) and
any other specifications, documentation, ideas, know-how, techniques,
processes, inventions or other intellectual property that may be developed,
conceived and/or delivered by Deepnet Security under this Agreement, including
all patents, copyrights and other intellectual property rights thereto,
(collectively "Deepnet Security Property") shall be the sole and exclusive property of Deepnet Security or
its suppliers, as applicable, and shall only be used by You as authorized
herein. Such Deepnet Security Property
is protected by patent and copyright laws and international treaty provisions,
and Deepnet Security intends that You will use such Deepnet Security Property
only in accordance with the terms and conditions of this Agreement.
You shall acquire no rights of any kind in or
to any Deepnet Security trademark, service mark, trade name, logo or product
designation under which the Deepnet Security Products were or are marketed and
shall not make any use of the same for any reason except as expressly authorized
by this Agreement or otherwise authorized in
writing by Deepnet Security prior to such use. You shall cease to use permitted
markings, or any similar markings, in any manner on the expiration or
termination of this Agreement.
4.
LIMITED
WARRANTY
A.
Software
Warranty. Deepnet Security warrants that the Deepnet Security Software will
operate in material conformance to Deepnet Security’s published specifications
for such Deepnet Security Software during the first 90 days following Your
initial receipt of the Deepnet Security Software (the "Warranty
Period"). Deepnet Security does not warrant, however, that the Deepnet
Security Software or any portion thereof is error-free. If You discover a
non-conformity in the Deepnet Security Software
during the Warranty Period, You shall submit to Deepnet
Security (or the Authorized Reseller from which You licensed the Deepnet
Security Software) a written report describing the non-conformity in
sufficient detail to enable Deepnet Security to reproduce such non-conformity.
Upon confirmation that the reported non-conformity has been reproduced and
confirmed to be such, Deepnet Security will use reasonable efforts to, at its
option, (i) correct the non-conformity (ii)
provide a work around or software patch (collectively "Fixes"); or
(iii) replace the Deepnet Security Software. If Deepnet Security determines that none of these alternatives is reasonably
available, then upon Your request, Deepnet Security shall refund any
pre-payments made by You for the affected
Deepnet Security Software and accept its return. All Fixes provided by Deepnet
Security shall constitute Deepnet Security Software hereunder, as applicable,
and shall be governed by the terms hereof. This warranty shall not apply
to any non-conformity caused by any unauthorized modification to the Deepnet Security Software or by Your failure
to incorporate any Fixes provided or made available by Deepnet Security. This
warranty applies only to the initial delivery
of the Deepnet Security Software. Fixes are provided with a limited warranty of
30 days from receipt of such Fix or for the remainder of the initial
Warranty Period, whichever is greater.
B.
Hardware Warranty. Deepnet Security warrants that each Deepnet Security hardware
device purchased from Deepnet Security or an Authorized Reseller
will perform in material conformance to Deepnet Security’s specifications in
the Documentation for the purchased life of such hardware device as set forth on
the invoice submitted to You by Deepnet Security.
C.
Limitations of
Warranty. The foregoing warranties shall not apply if (i) repair or replacement
is required as a result of causes other than normal use, including, without
limitation, repair, maintenance or modification of the Deepnet Security
Products by persons other than personnel authorized
by Deepnet Security; Your accident, fault or negligence; operator error, use of
the Deepnet Security Products other than as set forth in the Documentation; or causes external to the Deepnet
Security Products such as, but not limited to, failure of electrical power or
fire or water damage; or (ii) the Deepnet
Security Products are used with software or equipment other than that for which
they were designed as set forth in the Documentation.
D.
WARRANTY
DISCLAIMER. THE FOREGOING EXPRESS WARRANTIES ARE IN LIEU OF ALL LIABILITIES OR
OBLIGATIONS ON THE PART OF Deepnet
Security. OTHER THAN THE EXPRESS WARRANTIES MADE BY Deepnet Security AS SET
FORTH IN THIS SECTION 4, DEEPNET SECURITY AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES AS TO
ANY MATTER WHATSOEVER, EITHER EXPRESS OR IMPLIED, (INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). YOUR SOLE REMEDY FOR BREACH
OF SUCH EXPRESS LIMITED WARRANTIES SHALL BE A CORRECTION, FIX OR REFUND AS SET FORTH IN THIS SECTION 4.
This
warranty gives You specific legal rights. As some jurisdictions do not allow
the exclusion of implied conditions or warranties, statutory or otherwise, the
above exclusion may not apply to you, and You may also have other rights that
vary from jurisdiction to jurisdiction.
You shall direct any
and all related warranty issues and subsequent support issues to the party that
You licensed or purchased the Deepnet Security Products from, unless, in the
case of support matters, You have entered into a
separate support service contract directly with Deepnet Security.
YOU
UNDERSTAND THAT, IF YOU PURCHASED THIS PACKAGE FROM AN AUTHORIZED RESELLER OF DEEPNET SECURITY,
SUCH AUTHORIZED RESELLER IS NOT DEEPNET SECURITY‘S AGENT AND IS NOT
AUTHORIZED TO MAKE ANY REPRESENTATIONS, CONDITIONS, COVENANTS OR WARRANTIES,
STATUTORY OR OTHERWISE, ON DEEPNET
SECURITY’S BEHALF NOR TO VARY ANY OF THE TERMS OR
CONDITIONS OF THIS AGREEMENT. IN ADDITION, YOU ACKNOWLEDGE THAT, UNLESS
OTHERWISE AGREED BY SUCH AUTHORIZED RESELLER IN WRITING OR IF PROHIBITED BY
LAW, THE LIMITATIONS OF CONDITIONS AND WARRANTIES, STATUTORY OR OTHERWISE, AND LIABILITY SET FORTH IN THIS AGREEMENT ALSO
APPLY TO AND BENEFIT SUCH AUTHORIZED RESELLER.
5. LIMITATION OF LIABILITY
EXCEPT AS PROVIDED IN
THIS SECTION 5, DEEPNET SECURITY‘S AND ITS SUPPLIERS’
LIABILITY WILL BE LIMITED IN ANY EVENT TO
ACTUAL DIRECT DAMAGES TO THE EXTENT CAUSED SOLELY BY THE ACTS OR OMISSIONS OF
DEEPNET SECURITY SUBJECT TO A MAXIMUM
LIABILITY OF THE AMOUNT PAID FOR THE SPECIFIC DEEPNET SECURITY
PRODUCT THAT DIRECTLY CAUSED SUCH DAMAGE. IN NO EVENT SHALL DEEPNET SECURITY
OR ITS SUPPLIERS BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, LOST BUSINESS
PROFITS, OR LOSS, DAMAGE OR DESTRUCTION OF DATA, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING
NEGLIGENCE), BREACH OF WARRANTY OR OTHERWISE, EVEN IF DEEPNET SECURITY
AND ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME. DEEPNET SECURITY EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY ASSOCIATED
WITH ANY THIRD PARTY OPEN SOURCE CODE INCLUDED IN THE DEEPNET SECURITY PRODUCTS. NO LIMITATION AS TO DAMAGES FOR DEATH OR
PERSONAL INJURY IS HEREBY INTENDED.
No action, whether in
contract or tort, including negligence, arising out of or in connection with
this Agreement may be brought by either party more than two years after the
cause of action has accrued. Some jurisdictions do not allow the exclusion or limitation
of special, indirect, consequential, exemplary or incidental damages or the
limitation of liability to specified amounts; therefore, You
may have other rights in this matter that vary from jurisdiction to
jurisdiction.
6.
TERMINATION
The
license granted by this Agreement is a perpetual license. This Agreement shall
terminate the earliest of: (1) 30 days after written notice from one party to
the other of the defaulting
party’s failure to perform according to its obligations hereunder, which
failure is not cured within 30 days of receipt of notice of
such failure to perform-, (2) immediately upon notice to You of a material
breach of the License Grant set forth in Section 2 or (3) immediately upon
written notice by either party hereto if the other party (a) becomes
insolvent-, (b) files a petition, or has a petition filed against it, under any
laws relating to insolvency, and the related insolvency proceedings are not
dismissed within 60 days after the filing of such petition-, (c) enters into
any voluntary arrangement for the benefit of its creditors-, (d) appoints, or
has appointed on its behalf, a receiver,
liquidator, examiner or trustee of any of such party’s property or assets; or
(e) ceases to carry on business in the ordinary course.
Within
10 days after any termination of this Agreement or the license grant set forth
in Section 2 above, You shall destroy the original and all copies, in whole or in part, in any form,
including, without limitation, partial copies, of the affected Deepnet Security
Software and Documentation
(and, at Deepnet Security’s option, certify in writing to Deepnet Security that
You have destroyed the same). Notwithstanding the foregoing, at Deepnet Security’s option, upon any termination, Deepnet
Security may request that you return to Deepnet Security or an Authorized
Reseller, as the case may be, the original and all copies, in whole or in part, in any form,
including, without limitation, partial copies, of the affected Deepnet Security
Software and Documentation.
Should
Deepnet Security become insolvent, You will have the
right to continue to run and use the software and its documentation without any
limitation.
7. GENERAL
This
Agreement constitutes the entire understanding between Deepnet Security and You
with respect to the subject matter hereof.
Any change to this Agreement must be in writing and signed by Deepnet Security
and You. Terms and conditions as set forth in any purchase order
that differ from, conflict with, or are not included in this Agreement, shall
not become part of this Agreement unless specifically accepted by Deepnet Security in writing. You shall be responsible for
and shall pay, and shall reimburse Deepnet Security on request if Deepnet
Security is required to pay, any
sales, use, value added (VAT), consumption, withholding or other tax (excluding
any tax that is based on Deepnet Security’s net income), assessment,
duty, tariff, or other fee or charge of any kind or nature that is levied or
imposed by any governmental authority on the Deepnet Security Products. If any provision of this Agreement shall
be held to be void or unenforceable in whole or in part, such provision, to the
extent that it is held to be void or unenforceable, shall be deemed not
to form part of this Agreement, and the enforceability, legality and validity
of the remainder of this Agreement will not be affected. A waiver by Deepnet
Security of its rights hereunder shall not be, binding unless set forth in writing signed by Deepnet Security waiving its
rights. The non-enforcement or waiver of any provision on one occasion shall
not constitute a waiver of such
provision on any other occasions unless expressly stated in writing signed by Deepnet
Security. The headings in this Agreement are inserted for convenience
only and do not constitute a part of this Agreement and shall not modify or
limit any of the terms of this Agreement.
8.
ASSIGNMENT
The licenses granted
under this Agreement are non-transferable. Accordingly, You
may not assign this Agreement, or any of
Your rights or obligations hereunder, without the written consent of Deepnet
Security, which consent shall not be unreasonably withheld.
With
prior written consent of Deepnet Security, unless it has become insolvent, You may transfer this
Agreement and its rights or obligations hereunder (a) to your parent organizations,
affiliates or subsidiaries, or (b) pursuant to any merger acquisition,
reorganization, sale or transfer of all or substantially all its assets or
publically traded stock.
9. EXPORT
AND IMPORT COMPLIANCE
The Deepnet Security Software licensed under
this Agreement is subject to (1) Brirish export
control laws and regulations that may
restrict exports, re-exports and disclosures to foreign persons of
cryptographic items, and (2) certain foreign laws that may restrict the
export, re-export, import and/or use of such items. Performance of this Agreement
is expressly made subject to any export laws, regulations, orders or other
restrictions imposed by Ireland or any other applicable country or governmental
entity on the Deepnet Security Software, or information relating to it.
Notwithstanding any other provision of this Agreement to the contrary, You shall not directly or
indirectly import, export or re-export any Deepnet Security Software or
information pertaining thereto to any country or foreign person to which
such import, export or re-export is restricted or prohibited without first
securing, if applicable; an appropriate export license or other
governmental approval at the time of import, export or re-export. You unconditionally
accept full responsibility for compliance with these requirements.
10.
FORCE MAJEURE
Neither party shall
be held responsible for any delay or failure in performance of its obligations
hereunder to the extent such delay or failure
is caused by fire, flood, strike, civil, governmental or military authority,
act of terrorism or war, act of God, or other similar causes beyond its
reasonable control and without the fault or negligence of the delayed or
non-performing party.
11.
GOVERNING LAW; ARBITRATION
This Agreement shall
be governed by, and any arbitration hereunder shall apply, the laws of England
and Wales, excluding its conflicts of laws principles. The original of the
Agreement has been written in English. The parties hereto waive any statute, law
or regulation that might provide an alternative law or forum or to have this Agreement
written in any language other than English. Any dispute, controversy or claim
arising out of or relating to this Agreement or to a breach hereof, including
its interpretation, performance or termination, shall be finally resolved by
arbitration. The arbitration shall be conducted by a single arbitrator,
appointed by the British Arbitration Association ("BAA"). The
arbitration shall be conducted in English and in accordance with the commercial
arbitration rules of the BAA, which shall administer the arbitration and act as
appointing authority. The arbitration, including the rendering of the award,
shall take place in London, UK, and shall be the exclusive forum for resolving
such dispute, controversy or claim. The decision of the arbitrator shall be binding
upon the parties hereto, and the expense of the arbitration shall be borne
equally by the parties; provided that each party shall be responsible for such
party’s attorney fees and other associated costs. Notwithstanding anything
contained in this Paragraph 11 to the contrary. Deepnet Security shall have the
right to institute judicial proceedings against You or anyone acting by,
through or under You, in order to enforce Deepnet Security’s rights hereunder
through specific performance, injunction or similar equitable relief.