SOFTWARE LICENSE AGREEMENT
PLEASE READ THIS SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY. THE TERMS OF THIS AGREEMENT GOVERN USE OF THE “Control Risk Online” SOFTWARE AND DOCUMENTATION (“SOFTWARE”) UNLESS SECURETECH.ONLINE (“LICENSOR”) AND YOU (“CUSTOMER”) HAVE SIGNED A SEPARATE AGREEMENT.
LICENSOR IS WILLING TO LICENSE THE SOFTWARE TO CUSTOMER ONLY UPON THE CONDITION THAT CUSTOMER ACCEPTS ALL THE TERMS CONTAINED IN THIS AGREEMENT. BY CLICKING ON THE “I ACCEPT” BUTTON BELOW OR BY INSTALLING OR USING THE SOFTWARE, CUSTOMER ACKNOWLEDGES AND AGREES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT AND AGREES TO BE BOUND BY ALL OF ITS TERMS. IF CUSTOMER DOES NOT ACCEPT ALL THE TERMS OF THIS AGREEMENT, THEN: (A) LICENSOR IS UNWILLING TO LICENSE THE SOFWARE TO CUSTOMER; (B) CUSTOMER SHOULD NOT INSTALL OR ATTEMPT TO USE THE SOFTWARE; AND (C) CUSTOMER MAY RETURN THE SOFTWARE FOR A FULL REFUND. CUSTOMER’S RIGHT TO RETURN AND REFUND EXPIRES 10 DAYS AFTER PURCHASE FROM LICENSOR OR AN AUTHORIZED RESELLER AND APPLIES ONLY TO THE ORIGINAL PURCHASER.
LICENSE GRANT. Subject to Customer’s compliance with the terms of this Agreement and payment of the required fees, Licensor grants to Customer a nonexclusive and nontransferable license to use the Software in executable form, and only for the purpose of Assessment and Risk Treatment studies using the ControlRiskOnline. Customer’s rights in the Software are limited to those expressly granted in this section.
LICENSE RESTRICTIONS. Except as expressly specified in this Agreement, Customer may not: (a) copy or modify the Software; or (b) transfer, sublicense, lease, lend, rent or otherwise distribute the Software to any third party. Customer acknowledges that the Software contains trade secrets of Licensor and its licensors, and, in order to protect such trade secrets and other interests that Licensor and its licensors may have in the Software, Customer agrees not to reverse engineer, decompile or disassemble the Software (or authorize any third party to do any of the foregoing), except and solely to the extent, if any, that applicable local law requires that such activities be permitted.
PROPRIETARY RIGHTS. This is a license, not a sale or a transfer of title to the Software. Customer acknowledge that, as between Licensor and Customer, Licensor owns all rights, title and interest in and to all copies of the Software, including all worldwide patent rights, copyrights, trade secrets, know-how and any other intellectual property rights therein. Customer will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices or markings appearing on the Software as delivered to Customer.
LIMITED WARRANTY AND DISCLAIMERS. Licensor warrants that, for thirty (30) days after the shipment date, the Software will perform in all material respects in accordance with the functional specifications. As Customer’s sole and exclusive remedy and Licensor’s entire liability for any breach of this limited warranty, Licensor will at its expense promptly correct or provide Customer with a reasonable procedure to circumvent any failure of the Software to conform to this limited warranty. Licensor does not warrant that the Software will meet Customer’s requirements that the Software will operate in the combinations that Customer may select for use, that the operation of the Software will be error-free or uninterrupted, or that all Software errors will be corrected. THE LIMITED WARRANTIES IN THIS SECTION ARE IN LIEU OF AND LICENSOR EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM LICENSOR OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.
INDEMNIFICATION. Licensor will defend or settle any action brought against Customer to the extent that it is based upon a claim that the Software, as provided by Licensor to Customer under this Agreement and used within the scope of this Agreement, infringes any U.S. patent or any copyright or misappropriates any trade secret, and will pay any costs, damages and reasonable attorneys’ fees attributable to such claim that are awarded in final judgment or are payable in settlement, provided that Customer: (a) promptly notifies Licensor in writing of the claim; (b) grants Licensor sole control of the defense and settlement of the claim; and (c) provides Licensor, at Licensor’s expense, with all assistance, information and authority reasonably required for the defense and settlement of the claim. Licensor will have no liability for any infringement or misappropriation claim of any kind to the extent that it results from: (a) modifications to the Software made by a party other than Licensor, if a claim would not have occurred but for such modifications; (b) the combination, operation or use of the Software with equipment, devices, software or data not supplied by Licensor, if a claim would not have occurred but for such combination, operation or use; (c) Customer’s failure to use an updated or modified version of the Software provided by Licensor; or (d) Customer’s use of the Software other than in accordance with this Agreement or Licensor’s standard Software documentation. THE PROVISIONS OF THIS SECTION SET FORTH LICENSOR’S SOLE AND EXCLUSIVE OBLIGATIONS, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.
CONFIDENTIALITY. “Confidential Information” means the Software, any business or technical information of either party that is disclosed in writing and is marked “confidential” or proprietary” at the time of disclosure or due to its nature or under the circumstances of its disclosure the receiving party knows or has reason to know should be treated as confidential, and any information regarding Licensor’s prices. Each party will not use the other party’s Confidential Information, except as necessary for the performance of this Agreement and will not disclose such Confidential Information, except to those of its employees and subcontractors who need to know such Confidential Information for the performance of this Agreement; provided that each such employee and subcontractor is bound by a written agreement that contains use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in this Agreement. Each party will employ all reasonable steps to protect the other party’s Confidential Information from unauthorized use or disclosure, including, but not limited to, the steps that it takes to protect its own information of similar importance. The restrictions set forth in this section will not apply to any information that: (a) is or becomes generally known to the public through no fault or breach of this Agreement by the receiving party; (b) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (d) the receiving party rightfully obtains from a third party without restriction on use or disclosure. The restrictions set forth in this section will not restrict either party from disclosing Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement
LIMITATION OF LIABILITY. LICENSOR’S TOTAL LIABILITY TO CUSTOMER, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO LICENSOR BY CUSTOMER PURSUANT TO THIS AGREEMENT, AND IF SUCH LIABILITY RESULTS FROM CUSTOMER’S USE OF THE SOFTWARE OR FROM ANY SERVICES PROVIDED BY LICENSOR, SUCH LIABILITY WILL BE LIMITED TO THE ACTUAL AMOUNTS PAID BY CUSTOMER FOR THE SOFTWARE OR SERVICES GIVING RISE TO THE LIABILITY. IN NO EVENT WILL LICENSOR BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SOFTWARE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES AGREE THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
TECHNICAL SUPPORT. Technical Support services for the Software and other related services will be available from Licensor or an authorized Licensor reseller, subject to Customer’s payment of the applicable fees. Licensor’s current technical support services terms are available by requesting a copy of such terms from Licensor.
TERM AND TERMINATION. This Agreement and the licenses granted hereunder will remain in effect unless terminated in accordance with the terms of this Agreement. Each party will have the right to terminate this Agreement if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after written notice thereof. Upon termination of this Agreement, each party will promptly return to the other party all copies of any Confidential Information of the other party in its possession or control and provide the other party with an officer’s written certification, certifying to the return of all such Confidential Information. The provisions of the sections entitled “PROPRIETARY RIGHTS”, “GOVERNMENT RIGHTS”, ‘INDEMNIFICATION”, “CONFIDENTIALITY”, “LIMITATION OF LIABILITY”, “EXPORT CONTROL”, AND “GENERAL” WILL SURVIVE ANY TERMINATION OF THIS AGREEMENT.
EXPORT CONTROL. Customer agree to comply fully with all export laws and regulations of the United States (“Export Laws”) to ensure that neither the Software nor any technical data related thereto nor any direct product thereof are: (a) exported or re-exported directly or indirectly in violation of Export Laws; or (b) used for any purposes prohibited by the Export Laws, including but not limited to nuclear, chemical, or biological weapons proliferation.
GENERAL. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Virginia excluding that body of laws known as conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Virginia and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. Customer may not assign this Agreement, or any right or interest hereunder, by operation of law or otherwise, without Licensor’s express prior written consent. Any attempt to assign this Agreement, without such consent, will be null and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party's successors and permitted assigns. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. All notices or approvals required or permitted under this Agreement will be in writing and delivered by confirmed facsimile transmission, by overnight delivery services, or by certified mail, and in each instance will be deemed given upon receipt. All notices or approvals will be sent to the addresses set forth in the applicable ordering document or invoice or to such other address as may be specified by either party to the other in accordance with this section. Neither party will be responsible for any failure or delay in its performance under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy or supplies, war, terrorism, riot, or acts of God. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. This Agreement, including Licensor’s technical support services terms constitutes the entire and exclusive agreement between the parties concerning its subject matter and supersedes all prior written and oral understandings and agreements between the parties regarding its subject matter, except that if Licensor and Customer have signed a separate agreement with respect to Customer’s purchase of Appliances and licensing of Software, the terms of such agreement will govern and control. The terms and conditions contained in any Customer purchase order or other ordering document that are inconsistent with or in addition to the terms and conditions of this Agreement are hereby rejected by Licensor and will be deemed null and of no effect.
IF YOU AGREE TO THE FOREGOING TERMS AND CONDITIONS AND DESIRE TO INSTALL AND USE THE SOFTWARE, PLEASE CLICK THE “I ACCEPT” BUTTON BELOW. OTHERWISE, PLEASE CLICK THE “I DO NOT ACCEPT” BUTTON AND THE INSTALLATION PROCESS WILL STOP.