SecureW2 License Agreement
PREAMBLE
1. In this commercial license agreement, SecureW2 B.V. ("SECUREW2") has granted you ("Licensee") a license to distribute and to use the product (as defined in section 1). SECUREW2 is willing to license the product (as defined in section 1) to you only upon the condition that you accept all of the terms contained in this End User Agreement ("Agreement"). Please read the Agreement carefully. By downloading, installing or using this Product you accept the full terms of this Agreement. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms "you" or "your" shall refer to such entity.
TERMS AND CONDITIONS
1. License
"Product", as referred to in this Agreement, shall be the binary and web based software packages "SecureW2 Enterprise Client", "SecureW2 Enterprise Wrapper" and "SecureW2 Multi OS Provisioning platform", which Product allows for authenticating 802.1X network oriented applications. The Product consists a number of EAP method implementations and provisioning implementations in executable machine code for Windows, Android, iOS and Mac OS X operating systems as well as other data files as required by the executable files at run-time and documentation in electronic form. The Product includes all documentation and updates provided to you by SECUREW2 under this Agreement and the terms of this Agreement will apply to all such documentation and updates unless a different license is provided with an update or documentation. "Host Computer", as referred to in this Agreement, shall be a physical computer with a specific operating system.
2. License
SECUREW2 grants you a non-exclusive, non-transferable, specific duration, time limited license to install, execute, reproduce, and use internally the Product on a Host Computer for your Institutional use or for product Evaluation. "Institutional Use" requires that you use the Product on the same Host Computer where your IT-Department has installed the Product or asked to install the Product. "Evaluation" means testing the Product for a reasonable period (that is, no more than 30 days); after expiry of that term, you are no longer permitted to further evaluate the Product without authorization from SECUREW2.
3. Restrictions and Reservation of Rights 3.1. Any use beyond the provisions of Section 2 is prohibited. The Product and copies thereof provided to you under this Agreement are copyrighted and licensed by duration, and not sold, to you by SECUREW2. SECUREW2 reserves all copyrights and other intellectual property rights. This includes, but is not limited to, the right to modify, make available or public, rent out, lease, lend or otherwise distribute the Product. This does not apply as far as applicable law may require otherwise or if SECUREW2 grants you additional rights of use in a separate agreement in writing.
3.2. You may not do any of the following: (a) modify the Product.; (b) rent, lease, lend or encumber the Product; (c) remove or alter any proprietary legends or notices contained in the Product; or (d) decompile, or reverse engineer the Product (unless enforcement of this restrictions is prohibited by applicable law).
3.3. No right, title or interest in or to any trademark, service mark, logo or trade name of SECUREW2 or its licensors is granted under this Agreement.
4 Term and Termination
The Agreement is effective on the date you receive the Product, an order for the product is accepted by you or on the date a signed copy of this Agreement in written form is received by SecureW2 and remains effective until terminated. Your rights under this Agreement will terminate immediately without notice from SECUREW2 if you materially breach it or take any action in derogation of SECUREW2's and/or its licensors' rights to Product. SECUREW2 may terminate this Agreement should any Product become, or in SECUREW2's reasonable opinion likely to become, the subject of a claim of intellectual property infringement or trade secret misappropriation. Upon termination, you will cease use of, and destroy, Product and confirm compliance in writing to SECUREW2. Sections 3-11, inclusive, will survive termination of the Agreement.
5. Limitation of Liability
Except for any liability arising in connection with possible indemnification obligations, SECUREW2 shall not be liable for direct damages. In no event shall SECUREW2 or its suppliers have any liability for consequential, exemplary, special, indirect, incidental or punitive damages, including, but not limited to, any lost profit or lost savings (whether resulting from impaired or lost data, software or computer failure, support failure, or any other cause), even if it has been advised of the possibilities of such damages. In no event will SECUREW2's liability to you, whether in contract, tort (including negligence), or otherwise, exceed the amount paid by you for Product under this Agreement.
6. Representations and Disclaimer of Warranty 6.1. SECUREW2 represents that it will provide the software and optional
SecureW2 Care software maintenance in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the software will perform substantially in accordance with the online documentation under normal use and circumstances. Except as set forth in this Agreement, the Product is provided to you without any warranties, including, but not limited to, warranties concerning the installation, use or performance of the Product. SECUREW2 disclaims any and all warranties, either express or implied, including but not limited to any warranty of merchantability and/or fitness for a particular purpose. SECUREW2 does not warrant that the Product will meet your requirements or that the operation thereof will be interrupted or error-free, or that all errors will be corrected. Without limiting the generality of the foregoing disclaimer, the Product is not specifically designed, manufactured or intended for use in the planning, construction, maintenance, control, or direct operation of nuclear facilities; aircraft navigation, control or communication systems; weapons systems; or direct life support systems.
6.2. In addition, in urgent cases, but is not limited to, a claim of rights to the Product by a third party occurs SECUREW2 shall be allowed to provide updates to the Product. You are then obliged to install such updates.
7. Third Party Code
Portions of Product may be provided with notices and open source licenses from communities and third parties that govern the use of those portions, and any licenses granted hereunder do not alter any rights and obligations you may have under such open source licenses, however, the disclaimer of warranty and limitation of liability provisions in this Agreement will apply to all the Product.
8. Charges, Payment and Renewal
8.1 Payment plans and terms of any type and amount owed by you to SECUREW2 pursuant to this Agreement shall be paid within thirty (30) days of transaction invoiced by SECUREW2. In the event any overdue amount owed by you is not paid following ten (10) days written notice from SECUREW2, then in addition to any other amount due, SECUREW2 may impose and you shall pay a late payment charge at the rate of one percent (1%) per month on any overdue amount plus all expenses of collection. All payment obligations are non-cancellable and all amounts paid are nonrefundable. Fees for other services will be charged on an as-quoted basis. SECUREW2 reserves the right to suspend or terminate this Agreement and your access to the Product if your account becomes delinquent (falls into arrears). All terms and pricing are confidential, and you agree not to disclose them to any third party. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties unless specifically included in quotation.
8.2 SECUREW2 reserves the right to modify its product offerings, fees and charges and to introduce new charges at any time. SECUREW2 can automatically renew your license and/or maintenance or issue an invoice to you each year on the subsequent anniversary or as otherwise mutually agreed upon. The renewal charge will be the then-current license and/or maintenance fees for the product. Either party may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then-current License Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term.
9. Modification of Terms
SECUREW2 reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Product at any time, effective upon posting of an updated version of this Agreement on the software Product. You are responsible for regularly reviewing this Agreement.
Continued use of the Software after any such changes shall constitute your consent to such changes.
10. Miscellaneous
This Agreement is the entire agreement between you and SECUREW2 relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this Agreement. No modification by you of this Agreement will be binding, unless in writing and signed by an authorized representative of each party. If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties, in which case this Agreement will immediately terminate. Course of dealing and other standard business conditions of the parties or the industry shall not apply.
11. Governing Law
This Agreement shall be construed under and governed by the laws of The Netherlands by the court in Almelo. The parties expressly waive application of the United Nations Convention on Contracts for the International Sale of Goods (CIGS) is not applicable, nor any other international regulation of which the exclusion is permissible.
