Ó Copyright 1987 - 2002 THALES e-SECURITY LTD
This document is issued by Thales e-Security Limited (hereinafter referred to as Thales) in confidence and is not to be reproduced in whole or in part without the prior written approval of Thales. The information contained herein is the property of Thales and is to be used only for the purpose for which it is submitted and is not to be released in whole or in part without the prior written permission of Thales.
License Agreement
THALES e-SECURITY LTD. ("THALES") COMPUTER PROGRAM LICENSE AGREEMENT
YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT (the "AGREEMENT"). FOR PURPOSES OF THIS AGREEMENT, “SOFTWARE” IS DEFINED TO INCLUDE COMPUTER PROGRAMS INTENDED TO BE RUN ON A WORK STATION, PC, OR SIMILAR MACHINE, AND INCLUDES THE CD-ROM OR OTHER MEDIA ON WHICH THE SOFTWARE IS CONTAINED. “FIRMWARE” IS DEFINED TO INCLUDE COMPUTER PROGRAMS WHICH ARE INTENDED TO BE RUN SOLELY ON OR WITHIN A HARDWARE MACHINE (“MACHINE”) PROVIDED BY THALES, INCLUDING, WITHOUT LIMITATION, FPGA BITSTREAMS. THE SOFTWARE AND FIRMWARE AND THE ACCOMPANYING USER DOCUMENTATION (THE “DOCUMENTATION”) ARE LICENSED (NOT SOLD) TO YOU BY THALES DIRECTLY OR THROUGH AUTHORIZED RESELLERS OF THALES. OPENING OR INSTALLING ANY OF THE CONTENTS OF THIS CD-ROM OR OTHER PROVIDED MEDIA PACKAGE INDICATES YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS LICENSE. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS, PROMPTLY RETURN THE PACKAGE, THE MACHINE WHICH CONTAINS A COPY OF THE LICENSED FIRMWARE, AND ALL OTHER ENCLOSED ITEMS, IF ANY, TO THE PLACE WHERE YOU OBTAINED THEM, AND YOU WILL RECEIVE A REFUND.
LICENSE GRANT
A. In consideration of the license fee paid to THALES or to an authorized THALES reseller, THALES hereby grants you, and you accept a nonexclusive license to use the Software on a single machine (if a “single license” is purchased) or multiple machines (if an “organizational license” is purchased) owned, leased, or otherwise controlled by you, and to use the Firmware solely on the Machine sold to you by THALES or its dealers, if any, but only to operate or engage those features and/or applications for which a charge appears on your order and invoice under the terms stated in this Agreement. If a software or Firmware enabling key or other similar access device (the “Key”) is provided, you agree to use same solely for accessing the Software on a single PC or Firmware on a single Machine. Title and ownership of the Software, Firmware, Documentation and/or Key remain in THALES or its suppliers. If an organizational license is purchased, then you may use the Software or Firmware on multiple Machines in your organization regardless of quantity, provided all Machines are located within a single country. A separate single or organizational license will be required in each country.
B. You may not decompile, reverse engineer, modify, or copy the Software, Firmware, or Documentation for any purpose, except you may copy the Software into machine-readable or printed form for backup purposes in the event the CD-ROM or other provided media is damaged or destroyed. You may combine the Software with other programs. Any portion of the Software merged into or used in conjunction with another program will continue to be the property of THALES and is subject to the terms and conditions of this Agreement.
C. The Software, Firmware, and the Documentation are copyrighted by THALES and/or its suppliers. You agree to respect and not to remove or conceal from view any copyright or trademark notice appearing on the Software, Firmware, or Documentation, and to reproduce any such copyright or trademark notice on all copies of the Software, Firmware, and Documentation or any portion thereof made by you as permitted hereunder and on all portions contained in or merged into other programs and documentation.
D. You may transfer the Software, Firmware, and this license to another party if the other party agrees to accept the terms and conditions of this Agreement. If you transfer the Software and/or Firmware, you must at the same time either transfer all copies whether in printed or machine-readable form, and the Machine, if any, on which the Firmware is licensed for use, to the same party or destroy any copies not transferred; this includes all modifications and portions of the Software and/or contained or merged into other programs.
YOU MAY NOT USE, COPY, MODIFY, OR TRANSFER THE SOFTWARE, FIRMWARE, DOCUMENTATION OR KEY, OR ANY COPY, MODIFICATION OR MERGED PORTION, IN WHOLE OR IN PART, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS LICENSE.
IF YOU TRANSFER POSSESSION OF ANY COPY, MODIFICATION OR MERGED PORTION OF THE SOFTWARE, FIRMWARE, OR DOCUMENTATION OR KEY TO ANOTHER PARTY, EXCEPT AS PROVIDED IN THIS SECTION D, YOUR LICENSE IS AUTOMATICALLY TERMINATED.
TERM
This Agreement is effective upon your acceptance (as set forth above) and shall continue until terminated. You may terminate this license at any time by destroying the Software, Key, and Documentation along with all copies, modifications and merged portions in any form, and return the Machine (including Firmware) to THALES or its authorized resellers. It will also terminate upon conditions set forth elsewhere in this Agreement if you fail to comply with any term or condition of this Agreement. You agree upon such termination to destroy the Software, Documentation, and Key together with all copies, modifications and merged portions in any form, and to return the Machine (including Firmware) to THALES or its authorized resellers.
LIMITED WARRANTY
The following limited warranty applies only to the Software and/or Firmware licensed hereunder. The hardware Machine is warranted pursuant to a separate Warranty set forth in the Machine documentation. The Machine documentation is contained on the CD-ROM, if any.
During the first 90 days after receipt of the Software and/or Firmware by you, as evidenced by a copy of your receipt, invoice or other proof of purchase (the "Warranty Period"), THALES warrants, for your benefit alone, that the Software and Firmware when properly installed, will perform substantially in conformance with the Documentation provided by THALES at the time you obtained the Software and/or Firmware from THALES or its authorized resellers, and that the media on which the Software and/or Firmware is furnished will be free from defects in materials and workmanship under normal use.
EXCEPT AS SPECIFICALLY PROVIDED ABOVE, THE WARRANTIES PROVIDED HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. WHEREVER SUCH EXCLUSION IS NOT PERMITTED BY LAW, ALL IMPLIED WARRANTIES, INCLUDING THOSE OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, SHALL BE LIMITED TO THE WARRANTY PERIOD. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH MAY VARY FROM JURISDICTION TO JURISDICTION.
THALES does not warrant that the functions contained in the Software or Firmware will meet your requirements or that their operation will be uninterrupted or error free.
LIMITATIONS OF REMEDIES
THALES, its authorized resellers’, and/or its suppliers' entire liability and your exclusive remedies under this Agreement are as follows:
(1) THALES shall use commercially reasonable efforts to correct any defect in the Software or Firmware which is reported by you during the Warranty Period in writing to THALES, provided such defect can be recreated by THALES in an unmodified version of the Software or Firmware. However, if THALES is unable to correct such defect within a reasonable amount of time, you may terminate this Agreement by returning the Software, Machine including Firmware, Documentation, and Key to the place where you obtained them either for replacement or, if so elected by THALES, a refund of the amount paid by you for the subject item.
(2) THALES shall replace any media not meeting THALES’ "Limited Warranty" and which is returned to THALES with a copy of your receipt, invoice or other proof of purchase or, if THALES is unable to deliver replacement media which is free from defects in materials or workmanship, you may terminate this Agreement by returning the Software, Firmware, Documentation, and Key to the place where you obtained them for a refund of the amount paid by you for the subject item.
IN NO EVENT WILL THALES, ITS AUTHORIZED RESELLERS, OR ITS SUPPLIERS BE LIABLE FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR TYPE, INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS OR REVENUE, LOSS OF USE OF THE PRODUCT(S) OR ANY ASSOCIATED PRODUCT(S), OR COST OF SUBSTITUTED FACILITIES, PRODUCTS OR SERVICES WHICH ARISE OUT OF THALES’ PERFORMANCE OR FAILURE TO PERFORM ANY OBLIGATION CONTAINED WITHIN THIS AGREEMENT OR WITH USE, OR INABILITY TO USE, SOFTWARE AND/OR FIRMWARE, WHETHER THE CLAIM FOR DAMAGES IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. EXCEPT FOR CLAIMS FOR PERSONAL INJURY OR FOR DAMAGE TO REAL OR TANGIBLE PROPERTY TO THE EXTENT CAUSED BY THALES’ FAULT OR NEGLIGENCE, THALES’ MAXIMUM LIABILITY FOR ANY CLAIM FOR DAMAGES RELATING TO THALES’ PERFORMANCE OR NON-PERFORMANCE UNDER THIS AGREEMENT SHALL BE LIMITED TO THE LESSER OF (a) YOUR ACTUAL DAMAGES OR (b) THE COST OF THE PRODUCT GIVING RISE TO THE LIABILITY.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
U.S. GOVERNMENT RESTRICTED RIGHTS
If the Software or Firmware and Documentation are acquired on behalf of a unit or agency of the United States Government, this provision applies. The Software, Firmware and Documentation: (a) were developed at private expense, and no part of it was developed with government funds; (b) are "commercial computer software" subject to limited utilization as provided in the contract between the vendor and the governmental entity; and (c) in all respects are proprietary data belonging solely to THALES. For units of the Department of Defense (DOD), the Software, Firmware and Documentation are supplied only with "Restricted Rights" as that term is defined in the DOD Supplement to the Federal Acquisition Regulations, 252.227-7013(c)(1)(ii) and:
Use, duplication or disclosure by the Government is subject to restrictions as set forth in subdivision (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at 252.227-7013. Contractor: THALES, e-SECURITY INC., 1601 N. Harrison Parkway, Building A, Suite 100, Sunrise, Florida 33323-2899.
Governmental personnel using this Software, Firmware and Documentation other than under a DOD contract or GSA Schedule, are hereby on notice that use of this Software, Firmware and Documentation is subject to restricted rights which are the same as or similar to those specified above.
EXPORT AUTHORIZATIONS
You shall assume all responsibility for obtaining any required export authorizations necessary to export any Software and/or Firmware and Documentation purchased hereunder. You shall not re-export Software and/or Documentation directly or through others, or the product of such data, to the prescribed countries for which such prohibition exists pursuant to the U.S. or U.K. export regulations unless properly authorized by the appropriate government.
GENERAL
You may not sublicense, assign or transfer this license, Software, Firmware, Documentation or Key, except as expressly provided in this Agreement. Any attempt otherwise to sublicense, assign or transfer any of the rights, duties or obligations hereunder is void.
This Agreement will be governed by the laws of the United Kingdom or the event that the Product was delivered in the United States, Latin America or Canada, the laws of the State of Virginia.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND THALES WHICH SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING (ORAL OR WRITTEN) BETWEEN US RELATING TO THE SOFTWARE OR FIRMWARE.
NOTWITHSTANDING THE ABOVE, IF YOU PREVIOUSLY SIGNED A SEPARATE AGREEMENT HAVING A SOFTWARE LICENSE PROVISION APPLICABLE TO THIS PROGRAM, WHICH HAS NOT EXPIRED OR BEEN TERMINATED, THE TERMS AND CONDITIONS OF SUCH SEPARATE AGREEMENT AND THE SOFTWARE LICENSE CONTAINED THEREIN SHALL TAKE PRECEDENCE OVER ALL CONFLICTING TERMS AND CONDITIONS, IF ANY, CONTAINED IN THIS LICENSE AGREEMENT. OTHERWISE, ANY ADDITIONAL TERMS AND CONDITIONS SET FORTH IN THIS LICENSE AGREEMENT SHALL SUPPLEMENT AND BE READ IN CONJUNCTION WITH THE SOFTWARE LICENSE CONTAINED IN ANY SUCH SEPARATE AGREEMENT.