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RSA SECURITY INC. OEM Agreement number: 0605-CASS-O-LPS-3
---------------------------------------- EVALUATION LICENSE AGREEMENT ***
IMPORTANT *** PLEASE READ THIS AGREEMENT CAREFULLY BEFORE INSTALLING, DOWNLOADING, COPYING OR OTHERWISE USING THE RSA SOFTWARE.
YOU WILL BE ASKED TO ACCEPT OR REJECT THIS AGREEMENT ON BEHALF OF YOUR COMPANY BEFORE YOU WILL BE ALLOWED TO DOWNLOAD OR INSTALL THE RSA SOFTWARE. BY INDICATING YOUR ACCEPTANCE, YOU AGREE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND IT, AND CUSTOMER AGREES TO BE BOUND BY IT. THE FOLLOWING SECTION APPLIES ONLY IF CUSTOMER IS ORDERING RSA PRODUCTS FROM RSA SECURITY INC., FROM THE AMERICAS (NORTH AMERICA, SOUTH AMERICA OR CENTRAL AMERICA):
This is a legal agreement between the end user customer ("Customer") and RSA Security Inc. ("RSA"). This Agreement supercedes any RSA "shrinkwrap" or "clickwrap" agreement included with the RSA Software. However, this Agreement may be superseded by any written agreement signed by both Customer and RSA. THE FOLLOWING SECTION APPLIES ONLY IF CUSTOMER IS ORDERING RSA PRODUCTS FROM RSA SECURITY IRELAND LIMITED, FROM OUTSIDE OF THE AMERICAS (EUROPE, AFRICA OR ASIA PACIFIC): This is a legal agreement between the end user customer ("Customer") and RSA Security Ireland Limited ("RSA"). This Agreement supercedes any RSA "shrinkwrap" or "clickwrap" agreement included with the RSA Software. However, this Agreement may be superseded by any written agreement signed by both Customer and RSA. (1) License to Evaluate RSA Software. RSA hereby grants, and Customer hereby accepts, a non-exclusive, non-transferable license to: (a) evaluate and test, in object code form (or in the case of the RSA BSAFE(R) Code Verification Solution only, in source code form), one copy of the software licensed by Customer under this Agreement (the "RSA Software"), solely in a test environment that is separate from Customer?s live information technology infrastructure; and (b) incorporate the RSA Software into Customer?s application to evaluate and test its utility on a networked environment consisting of a maximum of two computers (or, in the case of the RSA Key Management Server only, three client computers and one server). (2) Restrictions on License to Evaluate RSA Software. Customer shall not, without RSA?s prior written consent: (a) cause or permit access to the RSA Software, except to its employees, agents and consultants with a "need to know" who are bound in writing by non-disclosure obligations suitable to protect RSA?s interests in the RSA Software but no less restrictive than Customer?s obligations herein; (b) copy the RSA Software; (c) distribute, market, sell, lease, license, sublicense or otherwise disseminate to third parties the RSA Software, in whole or in part, either in standalone form or bundled with any other software; (d) use the RSA Software, in whole or in part, either in standalone form or bundled with any other software, other than as necessary to evaluate and test the RSA Software as set forth in SectionÃ??????Ã????? 1; (e) modify, enhance, translate, supplement, create derivative works from, reverse engineer, reverse compile or otherwise reduce the RSA Software to human readable form; or (f) disclose to any third party the results of any benchmarking or competitive analysis of the RSA Software that Customer may perform. (3) Ownership and Intellectual Property Rights. RSA or its licensors or suppliers are the exclusive owners of the RSA Software (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. 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. (4) 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 Customer?s 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. (5) Confidentiality of Source Code. The parties acknowledge and agree that the source code of the RSA Software constitutes confidential information and trade secrets of RSA. Accordingly, if Customer receives source code hereunder, Customer shall (a)Ã??????Ã????? use the source code only in one Customer location and not transfer it or share it among multiple locations; (b)Ã??????Ã????? inform any employee that is granted access to all or any portion of the source code of the importance of preserving the confidentiality and trade secret status of the source code; (c)Ã??????Ã????? maintain a controlled, secure environment for the storage and use of the source code; and (d)Ã??????Ã????? maintain the confidentiality of the source code in perpetuity. (6) DISCLAIMER OF WARRANTIES. THE RSA SOFTWARE IS PROVIDED "AS IS," AND RSA DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. The RSA Software provided to Customer hereunder may be derived from code that has yet to complete RSA?s quality assurance testing process. It is possible that such RSA Software may contain defects that are or will be corrected in later versions. (7) LIMITATION OF LIABILITY. IN NO EVENT WILL RSA OR RSA?S LICENSORS OR SUPPLIERS BE LIABLE FOR ANY DAMAGES UNDER THIS AGREEMENT OR IN CONNECTION WITH THE RSA SOFTWARE, INCLUDING BUT NOT LIMITED TO DIRECT DAMAGES; 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 OR RSA?S LICENSORS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME. (8) Termination. This Agreement terminates upon the earlier of (a)Ã??????Ã????? 30 days from the date Customer receives the RSA Software and (b)Ã??????Ã????? Customer?s failure to comply with any provision of this Agreement. Promptly upon any termination of this Agreement, Customer shall destroy the original and all copies, in whole or in part, in any form, including partial copies, of the RSA Software. (9) Survival. SectionsÃ??????Ã????? 2-15 survive any termination of this Agreement. (10) Export Laws. The RSA Software is subject to (1)Ã??????Ã????? United States export control laws and regulations that may restrict exports, re-exports and disclosures to foreign persons of cryptographic items, and (2)Ã??????Ã????? 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. 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. THE FOLLOWING SECTIONÃ??????Ã????? 11 APPLIES ONLY IF CUSTOMER IS ORDERING RSA PRODUCTS FROM RSA SECURITY INC., FROM NORTH AMERICA, SOUTH AMERICA OR CENTRAL AMERICA: (11) 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. THE FOLLOWING SECTIONÃ??????Ã????? 11 APPLIES ONLY IF CUSTOMER IS ORDERING RSA PRODUCTS FROM RSA SECURITY IRELAND LIMITED, FROM EUROPE, AFRICA OR ASIA PACIFIC: (11) Governing Law. This Agreement and all relationships created hereby will in all respects be governed by and construed in accordance with the laws of Ireland without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the courts located in Ireland. (12) Entire Agreement; Modification and Waiver; Third-Party Beneficiaries. This Agreement 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 RSA?s licensors and suppliers may be third-party beneficiaries to this Agreement. (13) Assignment. Customer may not assign this Agreement, or any of its rights or obligations hereunder, without RSA?s written consent, which consent shall not be unreasonably withheld. (14) 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. (15) Language. This Agreement has been drawn up in and shall be construed in accordance with the English language. ******************************************************************************************************************************** If Customer accepts this Agreement, then please select "OK," "Yes," "I agree" or otherwise answer in the affirmative. By selecting this acceptance option, Customer agrees to be bound by this Agreement. If Customer does not choose to be bound by this Agreement, then please select "Cancel," "No," "I disagree" or otherwise answer in the negative, and the download or installation procedure will terminate immediately. Please contact the party from which Customer purchased this license for the refund and return information relating to the non-acceptance of this Agreement. ********************************************************************************************************************************
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