PLEASE READ CAREFULLY BEFORE INSTALLING, DOWNLOADING, COPYING OR OTHERWISE USING THE SOFTWARE.
IF YOU ARE VIEWING THIS LICENSE AGREEMENT IN CONNECTION WITH A DOWNLOAD, ONLINE OR ON A COMPUTER DURING INSTALLATION, AT THE END OF THE LICENSE AGREEMENT SET FORTH BELOW, YOU WILL BE ASKED TO ACCEPT OR REJECT SUCH TERMS. BY INDICATING YOUR ACCEPTANCE, YOU AGREE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT, UNDERSTAND THEM AND AGREE TO BE BOUND BY THEM.
IF YOU ARE HOLDING A PAPER COPY OF THIS LICENSE, DO NOT OPEN THE DISK PACKAGE OR OTHER MEDIA UNTIL YOU READ THIS AGREEMENT. BY OPENING THE SEALED PACKAGE, YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT UNDERSTAND THEM AND AGREE TO BE BOUND BY THEM.
This is a legal agreement ("the Agreement") between the end user ("You") and RSA Security Inc. ("RSA"). This Agreement may be superseded by (a) any written agreement signed by both You and RSA or (b) any written evaluation license included with the RSA Software (defined below). This Agreement is a part of the software being installed, downloaded, copied or otherwise used.
1. DEFINITIONS:
"Authorized Reseller" means one or more solution providers, service providers, value-added resellers or other distributors or resellers who market, demonstrate and arrange for licensing of RSA Products on behalf of RSA.
"Documentation" means the manuals, handbooks, and other written materials related to the use of the RSA Software and RSA SecurID(R) Authenticators whether in hard copy or soft copy form, that are provided by RSA and that customarily accompany the RSA Software and RSA SecurID(R) Authenticators.
"RSA Products" mean the RSA Software, Documentation and RSA SecurID Authenticators provided under this Agreement.
"RSA SecurID(R) Authenticators" mean the hardware cards and/or tokens purchased by You from RSA and used by You to authenticate into certain RSA Software.
"RSA Software" means RSA's proprietary software licensed to You by RSA, including, without limitation, firmware incorporated in an RSA SecurID(R) Authenticators, consisting of a series of instructions or statements in machine-readable, object code form only, and all modifications made thereto by RSA.
2. GRANT OF LICENSE.
(A) Grant of License for RSA Software.
(1) License Grant. RSA hereby grants, and You hereby accept, a perpetual (unless terminated as set forth in Section 6), non-exclusive, non-transferable license to use the RSA Software, in accordance with the instructions contained in the Documentation. As set forth in a writing from RSA to You, Your license grant may be limited with respect to the number of users, servers, asserting and relying parties and/or functionality options. RSA shall convey such limitations in one of the following: Your purchase order for such RSA Products, Your corresponding RSA or RSA-authorized sales quotation or invoice, or an RSA user license certificate that accompanies the RSA Products. You may make copies of the RSA Software for backup, testing, disaster recovery or archival purposes only and may make a reasonable number of copies of the Documentation for Your internal use only, provided that You also reproduce on such copies any copyright, trademark or other proprietary markings and notices contained on the RSA Software and Documentation and do not remove any such marks from the original.
(2) Restrictions on License Grant. Notwithstanding the license grant set forth above, if You are using RSA(R) Certificate Manager (a/k/a RSA Keon(R) Certificate Authority) software ("Certificate Manager Software") as bundled with RSA(R) Access Manager (a/k/a RSA ClearTrust(R)) software ("Access Manager Software") or RSA(R) Federated Identity Manager software ("FIM Software"), then You may use the Certificate Manager Software (a) solely for the purpose of further enabling inter-component security in the Access Manager Software environment or FIM Software environment, as the case may be, and (b) are limited to issuing and managing up to fifty (50) certificates between the server components within the Access Manager Software environment or FIM Software environment, as the case may be, to provide authenticated SSL communications among such components. You must purchase a separate license for the Certificate Manager Software if you wish to use to use more than fifty (50) certificates or the software for any other purpose.
(B) Limitations on License Grant for RSA Software. You shall not cause or permit (i) access (except to Your employees, agents and consultants with a "need to know" who are bound, in writing, by obligations of non-disclosure that protect RSA's interests in the RSA Software but no less restrictive than Your obligations herein), (ii) copying (except as set forth in Section 2(A)(1) herein), (iii) sublicensing or other dissemination to any third party of the RSA Software, in whole or in part, without the prior written consent of RSA. You may not use any third-party software embedded in or bundled with the RSA Software as a standalone program or in any way independently from the RSA Software provided by RSA to You. To the extent that the RSA Software contains or is bundled with third party software or other proprietary RSA software, You may use such third party software and/or other proprietary RSA software solely for the purpose such software is included with the RSA Software and only for use with the particular RSA Software that You have licensed from RSA as set forth in the applicable Documentation. You shall not modify, enhance, translate, supplement, create derivative works from, reverse engineer, reverse compile or otherwise reduce the RSA Software to human readable form without the prior written consent of RSA.
(C) Restriction on Use of RSA SecurID Authenticators. You may only use the RSA SecurID Authenticators to authenticate to RSA Software. You shall not use any hardware cards, tokens or other devices not provided by RSA to authenticate to the RSA Software, unless otherwise authorized by RSA in writing prior to such use.
3. OWNERSHIP AND COPYRIGHT. RSA or its suppliers own the RSA Software and Documentation. All RSA Software and Documentation (including revisions, modifications and enhancements thereto) and any other specifications, documentation, ideas, know-how, techniques, processes, inventions or other intellectual property that may be developed, conceived and/or delivered by RSA under this Agreement, including all patents, copyrights and other intellectual property rights thereto, (collectively "RSA Property") shall be the sole and exclusive property of RSA or its suppliers, as applicable, and shall only be used by You as authorized herein. Such RSA Property is protected by patent and copyright laws and international treaty provisions, and RSA intends that You will use such RSA Property only in accordance with the terms and conditions of this Agreement.
You shall acquire no rights of any kind in or to any RSA trademark, service mark, trade name, logo or product designation under which the RSA Products were or are marketed and shall not make any use of the same for any reason except as expressly authorized by this Agreement or otherwise authorized in writing by RSA prior to such use. You shall cease to use permitted markings, or any similar markings, in any manner on the expiration or termination of this Agreement.
4. LIMITED WARRANTY.
(A) RSA Software Warranty. RSA warrants that the RSA Software will operate in material conformance to RSA's published specifications for such RSA Software during the first 90 days following Your initial receipt of the RSA Software (the "Warranty Period"). RSA does not warrant, however, that the RSA Software or any portion thereof is error-free. If You discover a non-conformity in the RSA Software during the Warranty Period, You shall submit to RSA (or the Authorized Reseller from which You licensed the RSA Software) a written report describing the non-conformity in sufficient detail to enable RSA to reproduce such non-conformity. Upon confirmation that the reported non-conformity has been reproduced and confirmed to be such, RSA will use reasonable efforts to, at its option, (i) correct the non-conformity; (ii) provide a work around or software patch (collectively "Fixes"); or (iii) replace the RSA Software. If RSA determines that none of these alternatives is reasonably available, then upon Your request, RSA shall refund any pre-payments made by You for the affected RSA Software and accept its return. All Fixes provided by RSA shall constitute RSA Software hereunder, as applicable, and shall be governed by the terms hereof. This warranty shall not apply to any non-conformity caused by any unauthorized modification to the RSA Software or by Your failure to incorporate any Fixes provided or made available by RSA. This warranty applies only to the initial delivery of the RSA Software. Fixes are provided with a limited warranty of 30 days from receipt of such Fix or for the remainder of the initial Warranty Period, whichever is greater.
(B) RSA SecurID Authenticator Warranty. RSA warrants that each RSA SecurID Authenticator purchased from RSA or an Authorized Reseller will perform in material conformance to RSA's specifications in the Documentation for the purchased life of such RSA SecurID Authenticator as set forth on the invoice submitted to You by RSA.
(C) Limitations of Warranty. The foregoing warranties shall not apply if (i) repair or replacement is required as a result of causes other than normal use, including, without limitation, repair, maintenance or modification of the RSA Products by persons other than personnel authorized by RSA; Your accident, fault or negligence; operator error; use of the RSA Products other than as set forth in the Documentation; or causes external to the RSA Products such as, but not limited to, failure of electrical power or fire or water damage; or (ii) the RSA Products are used with software or equipment other than that for which they were designed as set forth in the Documentation.
(D) WARRANTY DISCLAIMER. THE FOREGOING EXPRESS WARRANTIES ARE IN LIEU OF ALL LIABILITIES OR OBLIGATIONS ON THE PART OF RSA. OTHER THAN THE EXPRESS WARRANTIES MADE BY RSA AS SET FORTH IN THIS SECTION 4, RSA AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES AS TO ANY MATTER WHATSOEVER, EITHER EXPRESS OR IMPLIED, (INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). YOUR SOLE REMEDY FOR BREACH OF SUCH EXPRESS LIMITED WARRANTIES SHALL BE A CORRECTION, FIX OR REFUND AS SET FORTH IN THIS SECTION 4.
This warranty gives You specific legal rights. As some jurisdictions do not allow the exclusion of implied conditions or warranties, statutory or otherwise, the above exclusion may not apply to you, and You may also have other rights that vary from jurisdiction to jurisdiction.
You shall direct any and all related warranty issues and subsequent support issues to the party that You licensed or purchased the RSA Products from, unless, in the case of support matters, You have entered into a separate support service contract directly with RSA.
YOU UNDERSTAND THAT, IF YOU PURCHASED THIS PACKAGE FROM AN AUTHORIZED RESELLER OF RSA, SUCH AUTHORIZED RESELLER IS NOT RSA'S AGENT AND IS NOT AUTHORIZED TO MAKE ANY REPRESENTATIONS, CONDITIONS, COVENANTS OR WARRANTIES, STATUTORY OR OTHERWISE, ON RSA'S BEHALF NOR TO VARY ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT. IN ADDITION, YOU ACKNOWLEDGE THAT, UNLESS OTHERWISE AGREED BY SUCH AUTHORIZED RESELLER IN WRITING OR IF PROHIBITED BY LAW, THE LIMITATIONS OF CONDITIONS AND WARRANTIES, STATUTORY OR OTHERWISE, AND LIABILITY SET FORTH IN THIS AGREEMENT ALSO APPLY TO AND BENEFIT SUCH AUTHORIZED RESELLER.
5. LIMITATION OF LIABILITY. EXCEPT AS PROVIDED IN THIS SECTION 5, RSA'S AND ITS SUPPLIERS' LIABILITY WILL BE LIMITED IN ANY EVENT TO ACTUAL DIRECT DAMAGES TO THE EXTENT CAUSED SOLELY BY THE ACTS OR OMISSIONS OF RSA SUBJECT TO A MAXIMUM LIABILITY OF THE AMOUNT PAID FOR THE SPECIFIC RSA PRODUCT THAT DIRECTLY CAUSED SUCH DAMAGE. IN NO EVENT SHALL RSA OR ITS SUPPLIERS BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, LOST BUSINESS PROFITS, OR LOSS, DAMAGE OR DESTRUCTION OF DATA, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHERWISE, EVEN IF RSA AND ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME. RSA EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY ASSOCIATED WITH ANY THIRD PARTY OPEN SOURCE CODE INCLUDED IN THE RSA PRODUCTS. NO LIMITATION AS TO DAMAGES FOR DEATH OR PERSONAL INJURY IS HEREBY INTENDED. No action, whether in contract or tort, including negligence, arising out of or in connection with this Agreement may be brought by either party more than two years after the cause of action has accrued. Some jurisdictions do not allow the exclusion or limitation of special, indirect, consequential, exemplary or incidental damages or the limitation of liability to specified amounts; therefore, You may have other rights in this matter that vary from jurisdiction to jurisdiction.
6. TERMINATION. This Agreement shall terminate the earliest of: (1) 30 days after written notice from one party to the other of the defaulting party's failure to perform according to its obligations hereunder, which failure is not cured within 30 days of receipt of notice of such failure to perform; (2) immediately upon notice to You of a material breach of the License Grant set forth in Section 2 or (3) immediately upon written notice by either party hereto if the other party (a) becomes insolvent; (b) files a petition, or has a petition filed against it, under any laws relating to insolvency, and the related insolvency proceedings are not dismissed within 60 days after the filing of such petition; (c) enters into any voluntary arrangement for the benefit of its creditors; (d) appoints, or has appointed on its behalf, a receiver, liquidator, examiner or trustee of any of such party's property or assets; or (e) ceases to carry on business in the ordinary course.
Within 10 days after any termination of this Agreement or the license grant set forth in Section 2 above, You shall destroy the original and all copies, in whole or in part, in any form, including, without limitation, partial copies, of the affected RSA Software and Documentation (and, at RSA's option, certify in writing to RSA that You have destroyed the same). Notwithstanding the foregoing, at RSA's option, upon any termination, RSA may request that you return to RSA or an Authorized Reseller, as the case may be, the original and all copies, in whole or in part, in any form, including, without limitation, partial copies, of the affected RSA Software and Documentation.
7. GENERAL. This Agreement constitutes the entire understanding between RSA and You with respect to the subject matter hereof. Any change to this Agreement must be in writing and signed by RSA and You. Terms and conditions as set forth in any purchase order that differ from, conflict with, or are not included in this Agreement, shall not become part of this Agreement unless specifically accepted by RSA in writing. You shall be responsible for and shall pay, and shall reimburse RSA on request if RSA is required to pay, any sales, use, value added (VAT), consumption, withholding or other tax (excluding any tax that is based on RSA's net income), assessment, duty, tariff, or other fee or charge of any kind or nature that is levied or imposed by any governmental authority on the RSA Products. If any provision of this Agreement shall be held to be void or unenforceable in whole or in part, such provision, to the extent that it is held to be void or unenforceable, shall be deemed not to form part of this Agreement, and the enforceability, legality and validity of the remainder of this Agreement will not be affected. A waiver by RSA of its rights hereunder shall not be binding unless set forth in writing signed by RSA waiving its rights. The non-enforcement or waiver of any provision on one occasion shall not constitute a waiver of such provision on any other occasions unless expressly stated in writing signed by RSA. The headings in this Agreement are inserted for convenience only and do not constitute a part of this Agreement and shall not modify or limit any of the terms of this Agreement.
8. ASSIGNMENT. The licenses granted under this Agreement are non-transferable. Accordingly, You may not assign this Agreement, or any of Your rights or obligations hereunder, without the written consent of RSA, which consent shall not be unreasonably withheld.
9. EXPORT AND IMPORT COMPLIANCE The RSA Software licensed under this Agreement is subject to (1) United States export control laws and regulations that may restrict exports, re-exports and disclosures to foreign persons of cryptographic items, and (2) certain foreign laws that may restrict the export, re-export, import and/or use of such items. Performance of this Agreement is expressly made subject to any export laws, regulations, orders or other restrictions imposed by the United States of America or any other applicable country or governmental entity on the RSA Software, or information relating to it. Notwithstanding any other provision of this Agreement to the contrary, You shall not directly or indirectly import, export or re-export any RSA Software or information pertaining thereto to any country or foreign person to which such import, export or re-export is restricted or prohibited without first securing, if applicable, an appropriate export license or other governmental approval at the time of import, export or re-export. You unconditionally accept full responsibility for compliance with these requirements.
10. FORCE MAJEURE. Neither party shall be held responsible for any delay or failure in performance of its obligations hereunder to the extent such delay or failure is caused by fire, flood, strike, civil, governmental or military authority, act of terrorism or war, act of God, or other similar causes beyond its reasonable control and without the fault or negligence of the delayed or non-performing party.
11. GOVERNING LAW; ARBITRATION. This Agreement shall be governed by, and any arbitration hereunder shall apply, the laws of the Commonwealth of Massachusetts, U.S.A., excluding its conflicts of laws principles. The original of the Agreement has been written in English. The parties hereto waive any statute, law or regulation that might provide an alternative law or forum or to have this Agreement written in any language other than English. Any dispute, controversy or claim arising out of or relating to this Agreement or to a breach hereof, including its interpretation, performance or termination, shall be finally resolved by arbitration. The arbitration shall be conducted by a single arbitrator appointed by American Arbitration Association ("AAA"). The arbitration shall be conducted in English and in accordance with the commercial arbitration rules of the AAA, which shall administer the arbitration and act as appointing authority. The arbitration, including the rendering of the award, shall take place in Boston, Massachusetts, and shall be the exclusive forum for resolving such dispute, controversy or claim. The decision of the arbitrator shall be binding upon the parties hereto, and the expense of the arbitration shall be borne equally by the parties; provided that each party shall be responsible for such party's attorney fees and other associated costs. The decision of the arbitrator shall be executory, and judgment thereon may be entered by any court of competent jurisdiction. Notwithstanding anything contained in this Paragraph 11 to the contrary, RSA shall have the right to institute judicial proceedings against You or anyone acting by, through or under You, in order to enforce RSA's rights hereunder through reformation of contract, specific performance, injunction or similar equitable relief.
If You accept the above License Agreement, please enter "A" for Accept or otherwise answer in the affirmative. By selecting this acceptance option, You agree to be bound by such License Agreement stated above.
If You do not choose to be bound by the above License Agreement, please select "D" or otherwise answer in the negative and the download procedure will terminate immediately. Please contact the party from whom You purchased this license for refund and return information relating to the non-acceptance of the License Agreement.
