3SP LTD - SSL-EXPLORER: ENTERPRISE EDITION
END USER LICENSE AGREEMENT
This Software License and Distribution Agreement (the "Agreement") is made between 3SP Ltd, a British corporation with registered offices at No. 3, The Glade Business Centre, Forum Road, Nottingham, NG5 9RW, United Kingdom, ("3SP"), and XXX ("XXX, You, Your").
PLEASE READ THIS LICENSE CAREFULLY BEFORE USING THE PRODUCT. REGARDLESS OF HOW YOU ACQUIRE THE PRODUCT (ELECTRONICALLY, PRE-LOADED, ON MEDIA OR OTHERWISE), DOWNLOADING, INSTALLING OR USING THE PRODUCT SHALL INDICATE YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE TERMS AND CONDITIONS, YOU MAY NOT DOWNLOAD, INSTALL OR USE THE PRODUCT.
1. DEFINITIONS
1.1) "Product" means the object code copy of the software program provided to You in association with this Agreement, together with the associated original electronic media and all accompanying manuals and other documentation, and together with all enhancements, upgrades, and extensions thereto that may be provided by 3SP to You from time to time.
1.2) "Licensed Configuration" means to the extent applicable, as indicated on the License Key, the maximum number of concurrent users accessing the Product or any other hardware or software specifications, as declared by You in Your request for License Key, and upon which the licensing fee was derived.
1.3) "Licensed Server" means the server upon which the Product was installed to operate in accordance with the Licensed Configuration.
1.4) "Update" shall refer to maintenance releases specific to the Product, as they will be made by 3SP under no obligation or commitment to do so.
1.5) "Term" refers to the effective duration of the Agreement and is effective for twelve (12) months following possession of this Product.
1.6) "License Key" means the key code provided to You by 3SP, which enables the Product to operate on the Licensed Server for the specified Licensed Configuration.
1.7) "Support Services" means the direct user support services offered with the Product provided you have purchased the appropriate License Key.
2. LICENSE & RESTRICTIONS
The Product, including all content, is protected by copyright under United Kingdom, foreign laws and international treaties. Unauthorized use of the License may violate copyright, trademark and other laws.
2.1) License. 3SP grants to You the non-exclusive, non-transferable right and license to use a copy of the Product on one Licensed Server, in the Licensed Configuration, during the Term and subject to the terms and conditions of this Agreement. You have no right to receive, use or examine any source code or design documentation relating to the Product.
2.2) Maintenance & Updates. 3SP will provide Maintenance updates of the Product to You during the Term at no additional charge. The terms of this Agreement will apply to all Updates provided to You. This grant is not a transfer of title, and under this license. You may not use, republish, upload, post or transmit in any way the Product or any Content except as expressly authorized pursuant to this Agreement.
2.3) General Restrictions. You acknowledge that the source code of the Product, and the underlying ideas or concepts, are valuable intellectual property of 3SP and You agree not to, except as expressly authorized and only to the extent established by applicable statutory law, attempt to (or permit others to) copy, reproduce, modify or create derivative works from the Product except as expressly authorized pursuant to this Agreement. You will not (and will not allow any third party to) attempt to decompile, disassemble or reverse engineer any software contained within the Product. You will not (and will not allow any third party to) remove any copyright or other proprietary notations from the Product. You may however make one copy of the Product as may be necessary for backup and archival purposes, provided that your backup copy is not installed or used on any computer.
You will not distribute, transfer, sale, lease, sublicense, assign or otherwise make available, directly or indirectly, the Product or License Key, in part or in whole, to any third party, except through the permissible Web Portal interface.
2.4) Specific Restrictions. The Product is licensed to You based on the applicable Licensed Configuration purchased. The License permits the use of the Product in accordance with the designated number of concurrent users. It is a violation of this Agreement to create, set-up or design any hardware, software or system with the intent, or resulting effect, of circumventing the Licensed Configuration.
2.5) Evaluation License. You may install this Product for testing and evaluation purposes for thirty (30) days. The license is valid only for the designated evaluation period and is designed to allow You to evaluate the Product during such period. In the event that You wish to use the Product after the designated evaluation period, You may purchase a License Key from 3SP which if provided to You will allow You to use the Product after such evaluation period, but only subject to all of the terms and conditions of this Agreement. In the event that You determine not to enter into a licensing transaction with 3SP at the end of such evaluation period, or in the event that 3SP advises You that discussions with respect to a licensing transaction have terminated, then Your rights under this Agreement shall terminate and You shall promptly destroy all copies of the Product. The Product contains an expiration mechanism that is designed to prevent use of the features after the evaluation period if no additional License Key is purchased.
You agree that the evaluation period is for the evaluation of the Product software only, and not for the evaluation of the Support Services.
3. LIMITATION OF LIABILITY
3SP assumes no responsibility for the selection of the Product to achieve any intended purpose, for the proper use of the Product or for verifying the results obtained from use of the Product. We warrant that for a period of ninety (90) days after delivery of the License Key that the Product will perform in substantial accordance with the Documentation. To the extent permitted by applicable law, The foregoing limited warranty is in lieu of all other warranties or conditions, express or implied, and we disclaim any and all implied warranties or conditions, including any implied warranty of title, non-infringement, merchantability or fitness for a particular purpose, regardless of whether we know or had reason to know of your particular needs. No employee, agent, dealer or distributor of ours is authorized to modify this limited warranty, nor to make any additional warranties. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation may not apply to you. 3SP's entire liability and Your exclusive remedy for breach of the foregoing warranty shall be, at our option, to either: a) return the price you originally paid to 3SP for the License Key, or b) repair or replace the Product that does not meet the foregoing warranty if it is returned to us with a copy of your receipt. In no event will 3SP be liable to you for any damages, including any lost profits, lost savings, or other incidental or consequential damages arising from the use or the inability to use the Product (even if 3SP or an authorized dealer or distributor has been advised of the possibility of these damages), or for any claim by any other party.
4. TERMINATION OF AGREEMENT
This Agreement takes effect upon your use of the software and remains effective until terminated. This Agreement shall immediately and automatically terminate without notice or any other act upon i) the expiry of the Term; ii) the attempted illegal copying, distribution, transfer, assignment, lease or sale of the Product or License Key, or rights thereto, without the prior written consent of 3SP; or iii) notice in writing given by one party to the other upon the violation by that party of any provision of this Agreement. Upon termination of this Agreement, You will forthwith cease use of the Product and License Key and destroy all of the original and copied Product CD-ROMs and diskettes and Documentation in its possession and all copies of the License Key, and the Documentation, or any portion thereof, stored in electronic form on any of its computer equipment. Upon 3SP's request, You will provide a written certification that all the copies of the License Key, the Product, and the Documentation, in whole or in part in any form have been destroyed. Failure to do so may result in additional fees and charges being levied against You. Any and all use of the License by You following termination of this Agreement is prohibited and may result in additional fees and charges being levied against You.
5. CONFIDENTIALITY
The Product contains trade secrets and proprietary know-how that belong to the 3SP and it is being made available to you in strict confidence. Any use or disclosure of the software, or of its algorithms, protocols or interfaces, other than in strict accordance with this Agreement may be actionable as a violation of 3SP's trade secret rights.
6. INDEMNITY
You will indemnify 3SP and hold them harmless from and against any and all claims which a third party may assert against 3SP by reason of or as a consequence of Your use of the License.
7. GENERAL PROVISIONS
This Agreement constitute the entire agreement between the parties and supersede all prior agreements and understandings, oral and written, express or implied, by and between any of the parties with respect to the subject matter of this Agreement. No amendment or modification of this Agreement shall be binding unless in writing and signed by a duly authorized representative of both parties. The Agreement will be governed by and construed in accordance with the laws of England and Wales and each party submits to the non-exclusive jurisdiction of the courts of England and Wales. If any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect in any jurisdiction, the validity, legality and enforceability of such provision or provisions shall not in any way be affected or impaired as a result of such event in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained in this Agreement shall not in any way be affected or impaired as a result of such event, unless in either case as a result of such determination this Agreement would fail in its essential purpose.
8. EXPORT LAW
This Agreement will be governed by the laws in force in England and Wales excluding the application of its conflicts of law rules. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. You agree that the Products will not be shipped, transferred or exported into any country or used in any manner prohibited by export administration legislation or any other export laws, restrictions or regulations.
You acknowledge and agree that the Product may be subject to restrictions and controls imposed by the United States Export Administration Act (the "Act") and the regulations thereunder. You agree and certify that neither the Product nor any direct product thereof is being or will be acquired, shipped, transferred, or re-exported, directly or indirectly, into any country, except pursuant to an export control license under the Act and the regulations thereunder, or will be used for any purpose prohibited by the same. By using the Product, You are acknowledging and agreeing to the foregoing, and You are representing and warranting that You will comply with all of the United States and other applicable country laws and regulations when either exporting or re-exporting or importing the Product or any underlying information technology. Further, You represent and warrant that You are not a national of Cuba, Iran, Iraq, Libya, North Korea, Sudan or Syria or a party listed in the U.S. Table of Denial Orders or U.S. Treasury Department's list of Specially Designated Nationals.
9. TITLE AND INTELLECTUAL PROPERTY
All right, title, and interest in and to the Product shall remain with 3SP. The Product is protected under international copyright, trademark and trade secret and patent laws. The license granted herein does not constitute a sale of the Product or any portion or copy of it.
10. COPYRIGHT AND TRADEMARK NOTICES
All Content is Copyright © 2007 3SP Ltd. No. 3, Glade Business Centre, Forum Road, Nottingham, United Kingdom, NG5 9RW. Any rights not expressly granted herein are reserved to the 3SP.
This Agreement is effective on the date that both parties have executed this Agreement. The attached Terms and Conditions, Schedules, and any written Addendum(s) or Amendment(s) that 3SP and XXX may agree upon are also part of this Agreement when signed by both parties.
Intending to be bound, the parties have signed this Agreement as follows:
Executed as a binding Agreement by 3SP:
By (Signature): ___________________________________________ (Authorized signatory)
Print Name: ___________________________ Title: ____________________________
Date: ________________________________
Executed as a binding Agreement by XXX:
By (Signature): ___________________________________________ (Authorized signatory)
Print Name: ___________________________ Title: ____________________________
Date: ________________________________