PLEASE READ CAREFULLY BEFORE CONTINUING WITH THIS INSTALLATION. AT THE END OF THE LICENSE TERMS AND CONDITIONS STATED BELOW, CUSTOMER WILL BE ASKED TO ACCEPT OR REJECT SUCH TERMS. BY INDICATING ITS ACCEPTANCE, CUSTOMER AGREES TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT.
This is a legal agreement ("the Agreement") between the end user ("Customer") and RSA Security Ireland Limited ( "RSA"). This Agreement may be superseded by any written agreement signed by both Customer and RSA. This Agreement is part of a package (the "Package") that also includes a sealed CD-ROM disk or sealed diskettes (collectively, the "Disk") and certain Documentation.
1. DEFINITIONS:
"Documentation" means all user documentation whether in hard copy or soft copy form including manuals, handbooks, and other written materials relating to the RSA Products provided by RSA.
"Licensed Product(s)" means one or more of the Customer's products or product groups identified in a separately prepared "License/Product Schedule" that has been or will be developed by the Customer and that incorporates in any manner any portion of the
RSA BSAFE(r) Software. A Licensed Product (i) must represent a significant functional and value enhancement to the RSA BSAFE Software, and (ii) shall not expose or, directly or indirectly, pass through any APIs.
"RSA BSAFE(r) Software" means RSA's proprietary encryption software identified on a separately prepared License/Product Schedule and currently known as an RSA BSAFE(r) software product, consisting of a series of instructions or statements in machine-readable, object code form only, and all modifications made thereto by RSA.
"RSA Enterprise Software" means RSA's proprietary software identified as either an ACE/Server(r), SecurID(r) or Keon(tm) software product, including firmware incorporated in RSA SecurID Tokens, consisting of a series of instructions or statements in machine-readable, object code form only, and all modifications made thereto by RSA.
"RSA Products" mean the RSA Software, Documentation and RSA SecurID Tokens provided under this Agreement.
"RSA Software" means collectively the RSA BSAFE Software and/or RSA Enterprise Software licensed by RSA hereunder.
"RSA SecurID Tokens" mean the hardware cards and/or tokens (SD200, SD520, and SD600) used by Customer to authenticate into certain RSA Software.
2. GRANT OF LICENSE.
(A) Grant of License for RSA Enterprise Software. RSA hereby grants, and the Customer hereby accepts, a perpetual (unless terminated as set forth in Section 6), non-exclusive, non-transferable license to use the RSA Enterprise Software, in accordance with the instructions contained in the Documentation, limited to the number of users and/or servers and functionality options specified in a written order by Customer for such RSA Enterprise Software. The Customer may make copies of the RSA Enterprise Software for backup, testing, or archival purposes only and may make a reasonable number of copies of the Documentation for its internal use only, provided the Customer also reproduces on such copies any copyright, trademark or other proprietary markings and notices contained on the RSA Enterprise Software and Documentation and does not remove any such marks from the original.
(B) Limitations on License Grant for RSA Enterprise Software. The Customer shall not cause or permit (i) disclosure (except to its employees, agents and consultants with a "need to know" who are bound, in writing, by obligations of non-disclosure suitable to protect RSA's interests in the RSA Enterprise Software but no less restrictive than the Customer's obligations herein), (ii) copying (except as set forth in Section 2(A) herein), (iii) sublicensing or other dissemination of the RSA Enterprise Software, in whole or in part, to any third party without the prior written consent of RSA. The Customer may not use any third-party software embedded in or bundled with the RSA Enterprise Software as a standalone program or in any way independently from the RSA Enterprise Software provided by RSA to Customer. The Customer shall not modify, enhance, translate, supplement, create derivative works from, reverse engineer, reverse compile or otherwise reduce the RSA Enterprise Software to human readable form without the prior written consent of RSA.
(C) License Grant for RSA BSAFE(r) Software. During the term and within the Field of Use limitation specified in a separately prepared License/Product Schedule, RSA hereby grants, and the Customer hereby accepts, a non-exclusive, non-transferable license to:
(1) incorporate the RSA BSAFE Software in object or byte code format into Licensed Product(s) for use by Customer's employees for internal business purposes only; and
(2) copy, use, modify, incorporate, and distribute the Documentation, or portions thereof, to support users of the Licensed Product(s), provided that the Customer also reproduces on such copies any copyright, trademark or other proprietary markings and notices contained on the Documentation and does not remove them from the original.
IN THE EVENT A SEPARATELY PREPARED LICENSE/PRODUCT SCHEDULE IS NOT COMPLETED PRIOR TO THE USE OF THE RSA BSAFE SOFTWARE, THE LICENSE GRANT CONTAINED IN THIS SECTION (C) SHALL BE NULL AND VOID; AND ANY USE OF THE RSA BESAFE SOFTWARE WILL BE DEEMED A MATERIAL BREACH OF THIS AGREEMENT.
(D) Limitations On License Grant for RSA BSAFE Software. Notwithstanding the generality of the foregoing, Customer may not in any way sell, lease, rent, license, sublicense or otherwise distribute the RSA BSAFE Software (whether or not incorporated in a Licensed Product) to any third party. Customer shall not use the Licensed Product to operate a service bureau where such revenue-generating business is dependent on the use of the Licensed Product. The RSA BSAFE Software may only be accessed by the functionality of the Licensed Product in which it is included, and a Licensed Product shall not make the RSA BSAFE Software directly accessible to users or to products other than the Licensed Product, or otherwise expose an API. Nothing in this Agreement grants the Customer any rights, license or interest with respect to source code of the RSA BSAFE Software. The Customer shall not modify, enhance, supplement, translate, reverse engineer, decompile or disassemble the RSA BSAFE Software or any part thereof or otherwise attempt to derive source code or create derivative works therefrom.
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 the Customer as authorized herein. Such RSA Property is protected by patent and copyright laws and international treaty provisions, and RSA intends that the Customer will use such RSA Property only in accordance with the terms and conditions of this Agreement.
The Customer 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. The Customer shall cease to use the markings, or any similar markings, in any manner on the expiration or termination of this Agreement.
4. LIMITED WARRANTY. RSA BSAFE and Enterprise Software Warranty. RSA warrants that the RSA BSAFE Software and/or the RSA Enterprise Software (collectively the "Software") will operate in material conformance to RSA's published specifications for such Software during the first 90 days following the Customer's initial receipt of the Software (the "Warranty Period"). RSA does not warrant, however, that the Software or any portion thereof is error-free. If Customer discovers a non-conformity in the Software during the Warranty Period, Customer shall submit to RSA or the Reseller from which the license was purchased, a written report describing the non-conformity in sufficient detail 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 Software. If RSA determines that none of these alternatives is reasonably available, upon request of the Customer RSA shall refund any pre-payments made by the Customer for the affected Software and accept its return. All Fixes provided by RSA shall constitute either RSA BSAFE or Enterprise 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 Software or by the Customer's failure to incorporate any Fixes provided by RSA to the Customer. This warranty applies only to the initial delivery of the 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.
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 RSA-authorized personnel; accident, fault or negligence of the Customer; operator error; improper use or misuse of the RSA Products; 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.
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 MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). CUSTOMER'S SOLE REMEDY FOR BREACH OF SUCH EXPRESS LIMITED WARRANTIES SHALL BE A CORRECTION, FIX OR REFUND AS SET FORTH IN THIS SECTION 4.
Some jurisdictions do not allow the exclusion of implied conditions or warranties, statutory or otherwise, so the above exclusion may not apply to you. This warranty gives Customer specific legal rights, and Customer may also have other rights which vary from jurisdiction to jurisdiction.
Any and all related warranty issues and subsequent support issues shall be directed to the party the Customer purchased this license from, unless the Customer has entered into a separate support service contract directly with RSA.
CUSTOMER UNDERSTAND THAT, IF CUSTOMER PURCHASED THE PACKAGE FROM AN AUTHORIZED RESELLER OF RSA, THAT RESELLER IS NOT RSA'S AGENT AND IS NOT AUTHORIZED TO MAKE ANY REPRESENTATIONS, CONDITIONS OR WARRANTIES, STATUTORY OR OTHERWISE, ON RSA'S BEHALF NOR TO VARY ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT. IN ADDITION, CUSTOMER ACKNOWLEDGE THAT, UNLESS OTHERWISE AGREED TO BY 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 THAT 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 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. 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, so the above limitation and exclusion may not apply to Customer.
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 any of 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 Customer of a material breach of License Grant contained in this Agreement 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 contained in this Agreement, Customer shall return to RSA or RSA's authorized reseller (or at RSA'S option, destroy and certify in writing to RSA that it has destroyed), the original and all copies, in whole or in part, in any form, including partial copies, of the RSA Software and Documentation.
7. GENERAL. This Agreement constitutes the entire understanding between RSA and Customer with respect to subject matter hereof. Any change to this Agreement must be in writing, signed by RSA and Customer. Terms and conditions as set forth in any purchase order which 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. Customer 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 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.
8. ASSIGNMENT. Neither party may assign this Agreement, or any of its rights or obligations hereunder, without the written consent of the other party, which consent shall not be unreasonably withheld, except that RSA may assign this Agreement to any of its affiliates or subsidiaries or to a successor in the event of a merger, acquisition or sale of all or substantially all of its assets, without the written consent of the Customer.
9. EXPORT AND IMPORT COMPLIANCE The RSA Software licensed under this Agreement, whether or not incorporated into Licensed Products, 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 country or governmental entity on the RSA Software, Licensed Products or information relating to either of them. Notwithstanding any other provision of this Agreement to the contrary, Customer shall not directly or indirectly import, export or re-export any RSA Software, Licensed Products 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. Customer unconditionally accepts full responsibility for compliance with these requirements.
11. GOVERNING LAW; ARBITRATION. This Agreement shall be governed by, and any arbitration hereunder shall apply, the laws of Ireland, excluding (a) its conflicts of laws principles; (b) the 1974 Convention on the Limitation Period in the International Sale of Goods; and (c) the Protocol amending the 1974 Convention, done at Vienna April 11, 1980. 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 three (3) arbitrators, one to be appointed by RSA, one to be appointed by Customer and a third being nominated by the two arbitrators so selected or, if they cannot agree on a third arbitrator, by the President of the 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 Dublin, Ireland, and shall be the exclusive forum for resolving such dispute, controversy or claim. The decision of the arbitrators shall be binding upon the parties hereto, and the expense of the arbitration (including without limitation the award of legal fees to the prevailing party) shall be paid as the arbitrators determine. Notwithstanding anything contained in this Paragraph 10 to the contrary, RSA shall have the right to institute judicial proceedings against Customer or anyone acting by, through or under Customer, in order to enforce RSA's rights hereunder through specific performance, injunction or similar equitable relief.
If Customer accepts the above License Terms and Conditions, please enter "A" for Accept. By selecting this acceptance option, Customer agrees to be bound by such License Terms and Conditions stated above.
If Customer does not choose to be bound by the above License Terms and Conditions, please enter "D" for Decline and the installation procedure will terminate immediately. Please contact the party Customer purchased this license from for refund and return information relating to the non-acceptance of the License Terms and Conditions.
