PLEASE READ THIS AGREEMENT CAREFULLY BEFORE INSTALLING, DOWNLOADING, COPYING OR OTHERWISE USING
THE RSA SOFTWARE.
IF YOU ARE VIEWING THIS AGREEMENT IN CONNECTION WITH A DOWNLOAD, ONLINE OR ON A COMPUTER DURING
INSTALLATION, THEN YOU WILL BE ASKED TO ACCEPT OR REJECT THE AGREEMENT ON BEHALF OF YOUR COMPANY.
BY INDICATING YOUR ACCEPTANCE, YOU AGREE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND IT, AND
CUSTOMER AGREES TO BE BOUND BY IT.
IF YOU ARE HOLDING A PAPER COPY OF THIS AGREEMENT, 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 THIS AGREEMENT AND UNDERSTAND IT, AND CUSTOMER AGREES TO BE BOUND BY IT.
This is a legal agreement between the end user customer (ôCustomerö) and RSA Security Inc. (ôRSAö). This Agreement may be superseded by
(a) any written agreement signed by both Customer and RSA or (b) any written evaluation license included with the RSA Software (defined below).
1. Definitions.
(A) ôAuthorized Resellerö 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.
(B) ôAuthorized Usersö means CustomerÆs employees, and consultants and independent contractors authorized by Customer to use the RSA
Products on CustomerÆs behalf.
(C) ôDocumentationö means the manuals, handbooks and other written materials related to the use of the RSA Products, whether in hard copy or
soft copy form, that RSA provides and that customarily accompany the RSA Products.
(D) ôHardwareö means the hardware product that the RSA Software is incorporated in or bundled with and sold as a unit.
(E) ôMaterial Defectö is any reported malfunction, error or other defect in the hardware reported during the Hardware Warranty Period that can be
reproduced by us and constitutes a material substantial nonconformity from the applicable Documentation.
(F) ôRSA Authenticatorö means each hardware card and/or token that Customer purchases from RSA and uses to authenticate into certain RSA
Software.
(G) ôRSA Productsö mean the RSA Software, Hardware, Documentation, and RSA Authenticators provided to Customer under this Agreement.
(H) ôRSA Softwareö means the software licensed by Customer under this Agreement, consisting of a series of instructions or statements in
machine-readable, object code form only, including without limitation, any firmware incorporated in RSA Authenticators, and including any
upgrades thereto.
2. License.
(A) License for RSA Software. RSA hereby grants, and Customer hereby accepts, a perpetual (unless terminated as set forth in Section 7), nonexclusive,
non-transferable license for Customer and its Authorized Users to use the RSA Software in accordance with the terms and conditions of
this Agreement, any third party license terms that may apply, and the instructions contained in the Documentation. Customer may make a reasonable
number of copies of (1) the RSA Software for backup, testing, disaster recovery or archival purposes only and (2) the Documentation for its internal use only, so long as Customer also reproduces on such copies any copyright, trademark or other proprietary markings and notices contained on the RSA Software and Documentation and does not remove any such marks from the original.
(B) Restrictions on License for RSA Software.
(1) Restrictions. The rights granted in Section 2(A) are subject to the following restrictions: (a) For any RSA Software that is licensed with
enVision or other Hardware, Customer may only use such RSA Software on the Hardware on which it was provided; (b) Customer 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 RSAÆs prior written consent; (c) Customer shall not cause or permit copying (except as set forth in
Section 2(A) above); (d) Customer shall not disclose to any third party of the results of any benchmarking or competitive analysis of the RSA
Software that Customer may perform; (e) Customer may not use the RSA Software for commercial time-sharing, rental, outsourcing, or service
bureau use, or to train persons other than licensed users, unless previously agreed to in writing by RSA; or (f) disseminate, sublicense, disclose,
or otherwise make available the RSA in any form to anyone other than Customer's Authorized Users, who shall use the RSA Software solely for
Customer's internal business purposes in a manner consistent with this Agreement. Customer shall be fully responsible to RSA for the
compliance of CustomerÆs Authorized Users with the terms and conditions of this Agreement.
(2) Incorporation of Restrictions in Invoice and Other Documents. CustomerÆs purchase order, sales quotation or invoice, or user license
certificate for the RSA Products may contain limitations with respect to the number of users, servers, asserting and relying parties, functionality
options and/or other restrictions. In such a case, such limitations and restrictions are incorporated herein by reference.
(3) Special Restrictions Applicable Only to Certain Bundled Products. Notwithstanding anything to the contrary in this Agreement, if and only
if Customer is using RSA« Certificate Manager (a/k/a RSA Keon« Certificate Authority) software bundled with either RSA« Access Manager
(a/k/a RSA ClearTrust«) software or RSA« Federated Identity Manager software, then (a) Customer may use RSA Certificate Manager solely
for the purpose of further enabling inter-component security in the RSA Access Manager environment or RSA Federated Identity Manager
environment, as the case may be, and (b) Customer may issue and manage up to 50 certificates between the server components within the RSA
Access Manager environment or RSA Federated Identity Manager environment, as the case may be, solely to provide authenticated SSL
communications among such components. If Customer wishes to use more than 50 certificates or to use the RSA Certificate Manager software
for any other purpose, then Customer shall purchase a separate license therefor.
(4) Third Party and Other Proprietary Software. If the RSA Software contains or is bundled with third party software or other proprietary RSA
software, then Customer may use such third party software or other proprietary RSA software solely (a) for the purpose such software is
included with the RSA Software; (b) with the particular RSA Software that Customer has licensed from RSA as set forth in the Documentation;
and (c) in accordance with any and all additional license terms and conditions which may apply to the use of such third party software or other
proprietary RSA software, which Customer agrees to accept. Customer shall 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.
(5) No Combination with Open Source Software. Some third party license terms require that computer code be generally (a) disclosed in source
code form to third parties, (b) licensed to third parties for the purpose of making derivative works, or (c) redistributable to third parties at no
charge (collectively, ôExcluded License Termsö). If RSA grants Customer the right to incorporate, modify, combine or distribute any of the
RSA Software licensed hereunder, then Customer shall not incorporate, modify, combine or distribute the RSA Software with any other
computer code in a manner that would subject the RSA Software to Excluded License Terms.
(C) Restriction on Use of RSA Authenticators. Customer shall use the RSA Authenticators only to authenticate to RSA Software. Customer 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.
(D) Restrictions on Use of enVision Software. CustomerÆs user of any enVision Software is subject to the following additional restrictions:
(1) enVision Software identified in an order as a Test System may be used in non-production environments only;
(2) enVision Software identified in an order as a Standby System (ôStandby Systemö) may be used with cold-standby deployments only, subject
to the following exception: In the event the production system that the Standby System has been purchased with is unavailable due to failure or
maintenance, the Standby System may be used in a production environment. In no event may redundant system pairs operate concurrently
beyond the use required due to failure or maintenance. Use of the Standby System in a production environment shall be subject to the license
restrictions of the production environment it is replacing;
(3) Customer may receive the enVision Software in more than one medium. Customer may not use or install the other medium on another
computer and may not loan, rent, lease, or otherwise transfer the other medium to another user; and
(4) Customer understands that enVision Software is bundled with products which are subject to the Microsoft Software License Terms,
currently located at http://www.rsa.com/node.aspx?id=2469, which Customer agrees to accept.
(E) Reservation of Rights. RSA reserves all rights not expressly granted to Customer in this Agreement. Nothing in this Agreement shall limit in
any way RSAÆs right to develop, use, license, create derivative works of, or otherwise exploit the Software, or to permit third parties to do so.
3. Customer Obligations.
(A) Customer may not engage any third parties to conduct security audits of RSA Products without the prior written consent of RSA.
(B) Customer agrees to comply with the RSA Security Vulnerability Reporting Policy, currently located at http://www.rsa.com/node.aspx?id=2928.
(C) If Customer has purchased Maintenance Services, Customer understands that such Maintenance Services are subject to the RSA Maintenance
Services Terms and Conditions, currently located at http://rsa.com/node.aspx?id=1067, which Customer agrees to accept.
4. Warranty.
(A) RSA Software Warranty. RSA warrants that the RSA Software will operate in material conformance to the Documentation for such RSA
Software during the first 90 days after CustomerÆs initial receipt of the RSA Software (the ôWarranty Periodö). RSA does not warrant, however,
that the RSA Software or any portion thereof is error-free. If Customer discovers a non-conformity in the RSA Software during the Warranty Period,
then Customer shall submit to RSA or to the Authorized Reseller from which Customer purchased the RSA Products a written report describing the
non-conformity in sufficient detail to permit RSA to reproduce such non-conformity. If RSA successfully reproduces the reported non-conformity
and confirms that it is a non-conformity, then RSA shall use reasonable efforts, at its option, to (1) correct the non-conformity, (2) provide a work around or software patch (a ôFixö), or (3) replace the RSA Software. If RSA determines that none of these alternatives is reasonably available, then, upon CustomerÆs request, RSA shall refund any payments that Customer has made for the affected RSA Software and accept its return. This warranty applies only to the initial delivery of the RSA Software. All Fixes provided by RSA constitute RSA Software hereunder and are governed by the terms hereof. RSA warrants that each Fix will operate in material conformance to the Documentation for the applicable RSA Software during the first 30 days after CustomerÆs initial receipt of such Fix or during the remainder of the initial Warranty Period, whichever is greater. If Customer purchased the RSA Products from an Authorized Reseller, then Customer shall direct all warranty and support issues to the Authorized Reseller, unless Customer has entered into a separate support agreement with RSA. If RSA determines that any reported problem with the RSA Software for which Customer requests warranty services is not covered by the limited warranty hereunder, Customer shall pay or reimburse RSA for all costs of investigating and responding to such request at RSAÆs then prevailing time and materials rates.
(B) RSA Authenticator Warranties. RSA warrants that each RSA Authenticator purchased from RSA or an Authorized Reseller will perform in
material conformance to RSAÆs specifications in the Documentation for:
(1) Smart Card Authenticators: one year from CustomerÆs date of purchase for Smart Card RSA Authenticators;
(2) Display Card Authenticators: a period of two (2) years from Customer's date of purchase, unless another warranty period is otherwise set
forth in CustomerÆs quote or invoice;
(3) All Other Authenticators: up to three (3) months from expiration of the purchased life of such RSA Authenticator as set forth on RSAÆs or
the Authorized ResellerÆs invoice submitted to Customer for all other RSA Authenticators.
RSA's entire liability and Customer's exclusive remedies under the warranties described in this Section 5(B) shall be for RSA, at its option, to: (1) use reasonable efforts to remedy such defects or performance failure within a reasonable period of time; (2) replace the affected Authenticator; or (3) refund the amount paid by Customer for the affected Authenticator upon return to RSA.
(C) RSA Hardware Warranty. RSA warrants that the Hardware will be free from Material Defects in materials and manufacturing workmanship for
a period of ninety (90) days from the date of shipment (ôHardware Warranty Periodö). Notwithstanding anything to the contrary contained herein,
RSA does not warrant or represent that all Material Defects in the Hardware can or will be corrected. If a Material Defect is identified in the
Hardware during the maintenance period covering the Hardware, if any, RSA shall use commercially reasonable efforts to provide one of the
following options at its sole discretion: (1) an electronic remedy (2) spare part replacement; or (3) advance replacement of Hardware as defined in
the applicable Software and Hardware Maintenance Agreement.
(D) Limitations of Warranty. The foregoing warranties do not apply if repair or replacement is required as a result of causes other than normal use, including, without limitation: (1) repair, maintenance or modification of the RSA Products by persons other than RSA-authorized personnel; (2) a malfunction of hardware or software not supplied by RSA; (3) CustomerÆs accident, fault or negligence; operator error; (4) CustomerÆs failure to incorporate any Fixes, updates, or upgrades that RSA makes available to Customer; (5) use of the RSA Products other than in accordance with the applicable Documentation; (6) causes external to the RSA Products such as, but not limited to, failure of electrical power or fire or water damage; or (7) use of the RSA Products with software or equipment other than that for which they were designed as set forth in the Documentation; and (8) in the case of the RSA Display Card, failure to follow certain processes related to the RSA Display Card that the Customer has been informed of, either on the applicable quote or otherwise, including without limitation, the RSA Display Card Personalization Process and the RSA Display Card Mailing Instructions.
(E) WARRANTY DISCLAIMER. OTHER THAN RSAÆS EXPRESS WARRANTIES SET FORTH IN THIS SECTION 5, RSA AND ITS
LICENSORS AND SUPPLIERS PROVIDE THE RSA PRODUCTS ôAS ISö AND DISCLAIM ALL EXPRESS AND IMPLIED
WARRANTIES AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY
ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE. THE
REMEDIES SET FORTH IN THIS SECTION 5 STATE RSAÆS ENTIRE LIABILITY TO CUSTOMER, AND CUSTOMERÆS
EXCLUSIVE REMEDY FOR, A BREACH OF THE EXPRESS LIMITED WARRANTIES. Customer understands that, if it purchased this
RSA Software from an Authorized Reseller, then such Authorized Reseller is not RSAÆs agent and is not authorized to make any representations,
conditions, covenants or warranties, statutory or otherwise, on RSAÆs behalf nor to vary any provision of this Agreement. In addition, Customer
acknowledges that, unless otherwise agreed by such Authorized Reseller in writing or prohibited by law, the limitations in this Section 5(D) and
Section 6 below also apply to and benefit such Authorized Reseller. This Section 5 gives Customer specific legal rights. As some jurisdictions do not allow the exclusion of implied conditions or warranties, statutory or otherwise, the exclusions in this Section 5(D) may not apply to Customer, and Customer may also have other rights that vary from jurisdiction to jurisdiction.
5. Ownership and Intellectual Property Rights.
(A) Ownership. RSA or its licensors or suppliers are the exclusive owners of the RSA Software, any third party software bundled with or contained
in the RSA Software or Hardware, and the Documentation (including revisions, modifications and enhancements thereto) and any other
specifications, documentation, ideas, know-how, techniques, processes, inventions or other intellectual property that RSA or its licensors or suppliers may develop, conceive or deliver under this Agreement, including all patents, copyrights and other intellectual property rights thereto.
(B) Ownership of Trademarks. By this Agreement, Customer acquires no rights of any kind in or to any RSA trademark, service mark, trade name,
logo or product designation 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. Customer shall cease to use in any manner such markings or any similar markings upon the expiration or termination
of this Agreement.
6. Delivery and Audit.
(A) Delivery. Shipment terms for the RSA Products are FOB RSAÆs Bedford, Massachusetts office, and RSA will select the methods and routes of
shipment.
(B) Audit. RSA has the right, at its sole cost and expense, to have an independent public accountant conduct during normal business hours (but not
more than once in any 12-month period) an audit of CustomerÆs records to verify compliance with the terms of this Agreement. If such an audit finds
that Customer has breached its obligations under this Agreement, then, in addition to any other remedies available to RSA for such breach, Customer
shall pay the reasonable expenses associated with such audit.
7. Limitation of Liability.
RSAÆS LIABILITY IS LIMITED IN ANY EVENT TO ACTUAL DIRECT DAMAGES TO THE EXTENT CAUSED SOLELY BY RSAÆS
ACTS OR OMISSIONS. RSAÆS MAXIMUM LIABILITY IS THE AMOUNT PAID FOR THE SPECIFIC PRODUCT OR SERVICE
THAT DIRECTLY CAUSED SUCH DAMAGE. IN NO EVENT WILL CUSTOMER OR RSA 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 CUSTOMER OR RSA HAS BEEN ADVISED OF THE POSSIBILITY OF THE SAME. RSAÆS
LICENSORS AND SUPPLIERS HAVE NO LIABILITY OF ANY KIND ARISING UNDER THIS AGREEMENT. RSA EXPRESSLY
DISCLAIMS ALL LIABILITY ASSOCIATED WITH ANY THIRD PARTY OPEN SOURCE CODE INCLUDED IN THE RSA
PRODUCTS. NO LIMITATION AS TO DAMAGES FOR PERSONAL INJURY IS HEREBY INTENDED. Neither party shall bring any action, whether in contract or tort, including negligence, arising out of or in connection with this Agreement, more than two years after the cause of action has accrued.
8. Termination.
(A) Termination. This Agreement terminates upon the earliest of:
(1) 30 days after written notice from one party to the other of the defaulting partyÆs material breach of this Agreement, which breach is not
cured within such 30-day period;
(2) 90 days after written notice from Customer to RSA for any reason or no reason;
(3) immediately upon written notice from RSA to Customer of a material breach of Section 2; and
(4) immediately upon written notice by either party 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 or trustee of any of such partyÆs property or assets; or (e) ceases to carry on business in the ordinary course.
(B) Effect of Termination. After any termination of this Agreement or CustomerÆs license to use any of the RSA Products, promptly upon RSAÆs
request Customer shall, at RSAÆs option, either return to RSA or an Authorized Reseller, or destroy and certify in writing to RSA that it has
destroyed, the original and all copies, in whole or in part, in any form, of the affected RSA Software and Documentation.
(C) Survival. Sections 3, 4(B), 6, 7(B), 7(C) and 8 survive any termination of this Agreement.
9. General.
(A) Export Laws. The RSA Products are 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 country or governmental entity on the RSA Software or information relating thereto. Notwithstanding any other
provision of this Agreement to the contrary, Customer 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 unless Customer first secures, if applicable, an appropriate export license or other governmental approval. Customer unconditionally accepts full responsibility for compliance with these requirements. Customer represents that it is not a Restricted Person, which shall be deemed to include any person or entity: (1) located in or a national of Cuba, Iran, Libya, North Korea, Sudan, Syria, or any other countries that may, from time to time, become subject to U.S. export controls for anti-terrorism reasons or with which U.S. persons are generally prohibited from engaging in financial transactions; or (2) on any restricted person or entity list maintained by any U.S. governmental agency.
(B) Governing Law. This Agreement and all relationships created hereby will in all respects be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the federal and state courts located in the Commonwealth of Massachusetts.
(C) Entire Agreement; Modification and Waiver; Third-Party Beneficiaries. This Agreement, including any additional license terms that apply to
third party software or other proprietary RSA software pursuant to Section 2(B)(4) and which are hereby incorporated by reference, constitutes the
entire understanding between Customer and RSA with respect to the subject matter hereof, and RSA makes no representations to Customer except as
expressly set forth herein. Terms and conditions set forth in any purchase order or other document provided by Customer to RSA that differ from,
conflict with, or are not included in this Agreement are not part of any agreement between RSA and Customer unless specifically accepted by RSA
in writing. This Agreement shall not be deemed or construed to be modified, amended or waived, in whole or in part, except by written agreement of
the parties hereto. The failure of either party, in any one or more instances, to enforce any of the terms of this Agreement shall not be construed as a waiver of future enforcement of that or any other term. Some of RSAÆs licensors and suppliers may be third-party beneficiaries to this Agreement.
(D) Assignment. Customer may not assign this Agreement, or any of its rights or obligations hereunder, without RSAÆs written consent, which
consent shall not be unreasonably withheld.
(E) Severability. If any provision of this Agreement is for any reason held illegal or unenforceable, then such provision shall be deemed separable
from the remaining provisions of this Agreement and shall in no way affect or impair the validity or enforceability of the remaining provisions of
this Agreement.
(F) Language. This Agreement has been drawn up in and shall be construed in accordance with the English language.
