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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.
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