MASTER LICENSE AGREEMENT FOR CERTStation, INC. CERT Lite
APPLICATION, CERT Desktop APPLICATION or any other product or
service owned and operated by CERTStation Inc.
IMPORTANT THIS MASTER LICENSE AGREEMENT (THIS "AGREEMENT")
GOVERNS THE USE OF THE CERTStation SOFTWARE (THE "SOFTWARE")
"SOFTWARE" herein is an all-emcompassing term used to
represent all CERTStation INC, products and services, including
but limited to CERT Scan, CERT Lite, CERT Desktop, CERT RSS,
CERTStation TMA (also known as CERTStation Threat Management
Advisory Reports), CERTStation EMS (also known as CERTStation
Enterprise Management System), and CERTStation TIM (also known as
CERTStation Threat Intelligence Management).
(THE SOFTWARE IS REFERRED TO HEREIN TOGETHER AS THE
"PORTAL"). READ THIS MASTER LICENSE AGREEMENT CAREFULLY PRIOR TO
USING THE PORTAL. IN ORDER TO USE THIS PORTAL, YOU MUST INDICATE
YOUR ACCEPTANCE OF THIS AGREEMENT, AND THE ACCEPTANCE OF THE
CORPORATE OR BUSINESS ENTITY WHICH PURCHASED THE PORTAL (the
"Licensee:), TO THESE TERMS AND CONDITIONS BY CLICKING ON THE
"Accept" BUTTON ON YOUR SCREEN. BY INDICATING YOUR AGREEMENT, YOU
ALSO REPRESENT AND WARRANT THAT YOU ARE A DULY AUTHORIZED
REPRESENTATIVE OF THE LICENSEE AND THAT YOU HAVE THE RIGHT AND
AUTHORITY TO ENTER INTO THIS AGREEMENT ON ITS BEHALF. By using the
Portal, License expressly agrees with CERTStation, Inc., a
Connecticut corporation ("CERTStation"), to be bound by all of the
terms and conditions of this Agreement. If Licensee does not agree
with any of the terms or conditions of this Agreement, Licensee is
not authorized to use the Portal for any purpose whatsoever.
Please immediately cease use and contact CERTStation immediately
at havaldaarmla@hdaar.com. Please print a copy of this Agreement
for Licensee's records.
1. General. This Agreement grants Licensee a non-exclusive,
non-transferable license (the "License") to use one copy of the
Software solely on and in conjunction with the Portal on which it
is installed. This Agreement also authorizes Licensee to use the
related written materials and "online" or electronic documentation
("Documentation") solely in conjunction with Licensee's authorized
use of the Portal. CERTStation and its suppliers retain title to
all copyright, trademarks, trade names and other intellectual
property rights in the Portal and the Documentation. Licensee is
not granted any right, title, or interest in the Portal or
Documentation, except the right to use them in accordance with
this Agreement. Licensee may not rent or sell the Portal or use
thereof to any third party. Any other individual or company,
including any of Licensee's parent, subsidiary, or affiliate
entities, shall require a separate license to use the Portal.
Licensee may not transfer the Portal or any rights hereunder to
any third party without the express written consent of
CERTStation.
2. Term. The License of the Portal and Documentation is
effective upon Licensee's agreement to the terms and conditions of
this License and will continue in effect until terminated (i) by
Licensee at any time by notifying CERTStation in writing; or (ii)
automatically and immediately upon Licensee's breach of any
material term or condition of this Agreement which is not
corrected within ten (10) days following the breach; or (iii)
automatically upon Licensee's failure to make any payment due to
CERTStation under any agreement to do so within ten (10) days of
receipt of written notice that the amount is past due. In the
event of termination, Licensee must not access the Portal and
destroy all copies of the Documentation.
3. Copyright. The Software and Documentation are owned by
CERTStation or its suppliers and are protected by United States
and other applicable copyright and other laws. Therefore, Licensee
may not copy (except as otherwise expressly permitted by this
Agreement or by applicable copyright law) the Software or
Documentation. Except as expressly permitted by this Agreement or
required under applicable law, Licensee may not modify, adapt,
translate, decompile, disassemble, or reverse engineer the
Software in any manner; Licensee may not merge or embed the
Software into any other computer program or work; Licensee may not
create derivative works of the Software or the Documentation.
4. Specific Restrictions. Licensee may not remove or alter
CERTStation's or its suppliers' copyright notices and other
intellectual property rights notices included in the Portal or
Documentation.
5. Government Use. If any Software or Documentation is
acquired by or on behalf of a unit or agency of the United States
Government, such Software or Documentation is "commercial computer
software" or "commercial computer software documentation" and
that, absent a written agreement to the contrary, the Government's
rights with respect to such Software or Documentation are limited
by the terms of this Agreement, pursuant to FAR ? 12.212(a) and
its successor regulations and/or DFARS ? 227.7202-1(a) and its
successor regulations, as applicable.
6. Limitation of Warranties. Licensee assumes
responsibility for the selection of the Portal to achieve
Licensee's intended results and for the installation and use of,
and the results obtained from, the Portal. Neither CERTStation nor
any of its suppliers warrants that the functions or features
contained in the Portal will meet Licensee's requirements or that
the operation of the Portal will be uninterrupted or error free.
EXCEPT AS PROVIDED HEREIN, THE PORTAL IS BEING PROVIDED "AS
IS" WITHOUT ANY WARRANTY OF ANY KIND. CERTStation AND ITS UPPLIERS
HEREBY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY
WARRANTIES AS TO NON-INFRINGEMENT RELATED TO THE PORTAL PROVIDED
HEREUNDER.
Limitation of Liability. (a) IN NO EVENT SHALL CERTStation
OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT,
CONSEQUENTIAL OR EXEMPLARY DAMAGES WHATSOEVER (INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION OR
LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE
THE PORTAL, EVEN IF CERTStation OR ITS SUPPLIERS HAVE BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.
(b) IN ANY CASE, CERTStation'S AGGREGATE LIABILITY UNDER
THIS AGREEMENT FOR ALL CLAIMS SHALL BE LIMITED TO THE AMOUNTS
ACTUALLY PAID BY LICENSEE FOR THE PORTAL HEREUNDER.
CERTStation SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED BY
DELAY IN DELIVERY OF THE PORTAL.
8. Taxes. Licensee agrees to be responsible for and to pay,
or to reimburse CERTStation on written request if CERTStation is
required to pay or collect, any sales, use, or other tax
(excluding any tax that is based on CERTStation's net income),
duty, or other charge of any kind or nature that is levied or
imposed by any governmental authority on Licensee's
purchase/license of the Portal, the License, or Licensee's use of
the Portal or Documentation.
9. Third Party Application Software. CERTStation may
provide Licensee with third party application software which is
not covered by this Agreement. In order to license and activate
such third party application software, LICENSEE MUST contact
CERTStation at sales@certstation.com for pricing and terms and
conditions for the use of such third party software.
10. Export Restrictions. THIS AGREEMENT IS SUBJECT TO ALL
LAWS, REGULATIONS, ORDERS OR OTHER RESTRICTIONS WHICH MAY BE
IMPOSED FROM TIME TO TIME BY THE GOVERNMENT OF THE UNITED STATES
OF AMERICA ON THE EXPORT OF THE PORTAL OR COMPONENTS THEREOF OR OF
INFORMATION ABOUT THE CERTStation PRODUCTS. NOTWITHSTANDING
ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, LICENSEE
SHALL NOT EXPORT OR RE-EXPORT, DIRECTLY OR INDIRECTLY, THE PORTAL,
THE SOFTWARE, OR THE DOCUMENTATION OR ANY CERTStation PRODUCT (OR
COMPONENT THEREOF) OR PROPRIETARY INFORMATION PERTAINING THERETO
TO ANY COUNTRY TO WHICH SUCH EXPORT OR RE-EXPORT IS RESTRICTED OR
PROHIBITED, OR AS TO WHICH SUCH GOVERNMENT OR ANY AGENCY THEREOF
REQUIRES AN EXPORT LICENSE OR OTHER GOVERNMENTAL APPROVAL AT THE
TIME OF EXPORT OR RE-EXPORT WITHOUT FIRST OBTAINING SUCH LICENSE
OR APPROVAL.
11. Purchases from Resellers. LICENSEE UNDERSTANDS THAT IF
LICENSEE PURCHASED THE CERTStation PORTAL OR SERVICES FROM AN
AUTHORIZED RESELLER OF CERTStation, THAT RESELLER IS NOT
CERTStation'S AGENT AND IS NOT AUTHORIZED TO MAKE ANY
REPRESENTATIONS OR WARRANTIES ON CERTStation'S BEHALF NOR TO VARY
ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT. IN ADDITION,
LICENSEE ACKNOWLEDGES THAT, UNLESS OTHERWISE AGREED UPON BY THAT
RESELLER IN WRITING OR PROHIBITED BY LAW, THE LIMITATIONS OF
WARRANTIES AND LIABILITY SET FORTH IN THIS AGREEMENT ALSO APPLY TO
AND BENEFIT THAT RESELLER.
12. Indemnification.
(a) CERTStation will indemnify and hold harmless Licensee
and Licensee's directors, officers, employees or agents
(collectively "Indemnified Parties"), against all third party
claims, actions and demands (collectively "Claims") brought
against any Indemnified Party including, without limitation,
judgments, settlements and reasonable costs and expenses,
including reasonable attorney fees, incurred by an Indemnified
Party in connection with a third party claim that the use of the
Portal by an Indemnified Party violates any patents, copyrights or
other intellectual property rights of a third party.
(b) In the event that any such intellectual property in the
opinion of CERTStation is likely to or does become the subject of
a Claim, CERTStation may, at its sole option and expense, either
(i) procure for the Indemnified Party the right to continue
using such intellectual property, (ii) modify the intellectual
property to make it non infringing, (iii) substitute intellectual
property of similar capability, or (iv) refund a pro-rata portion
of the purchase price of the Portal based on a five year useful
life.
(c) The obligations of CERTStation under this Section 12
are conditioned on the Indemnified Party's giving CERTStation
(i) prompt written notice of any Claim for which
indemnification issought; (ii) complete control of the defense and
settlement of such Claim if requested by CERTStation; and (iii)
assistance and cooperation in such defense as CERTStation may
reasonably request provided that reasonable out of pocket expenses
incurred by the Indemnified Party shall be reimbursed promptly by
CERTStation.
(d) This indemnity shall survive the termination of this
Agreement.
Notwithstanding any other provision of the Agreement, the
foregoing states the entire liability and obligation of each party
with respect to infringement or claims of the infringement of any
intellectual property arising under or related to this Agreement.
13. General. This Agreement is the complete and exclusive
statement of the agreement between Licensee and CERTStation, and
this Agreement supersedes any prior proposal, agreement, or
communication, oral or written, pertaining to the subject matter
of this Agreement and there are no inducements to enter into this
Agreement which are not set forth herein. This Agreement shall be
governed by the laws of the State of Connecticut and of the United
States of America, excluding
(i) its conflicts of law principles, and (ii) the United
Nations Convention on Contracts for the International Sale of
Goods. All questions concerning the terms and conditions of this
Agreement should be directed to CERTStation in writing addressed
to havaldaarmla@hdaar.com.
14. Dispute Resolution. All disputes arising out of or
relating to this Agreement shall be finally settled by arbitration
conducted in Hartford, Connecticut, United States under the rules
of commercial arbitration of the American Arbitration Association
("Rules"). The parties shall bear equally the cost of the
arbitration (exclusive of legal fees and expenses of the parties,
all of which each party shall bear separately). All decisions of
the arbitrator(s) shall be final and binding on both parties and
enforceable in any court of competent jurisdiction.
Notwithstanding the foregoing, in the event of breach by a party
of its obligations hereunder, the non-breaching party may seek
injunctive or other equitable relief in any court of competent
jurisdiction. Licensee acknowledges that infringement of
intellectual property of CERTStation or unauthorized copying would
cause irreparable harm to CERTStation.
EMS
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