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END USER LICENSE AGREEMENT
VERO™
ESP ELEMENTS™
IMPORTANT: PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY. BY
CLICKING THE “I ACCEPT” OR “YES” BUTTONS OR BY OTHERWISE INDICATING ASSENT
BY DOWNLOADING, INSTALLING OR USING THE VERO™ APPLICATION AND THE ESP
ELEMENTS CLIENT SOFTWARE AND ANY SERVICES ENABLED THEREBY (THE “SOFTWARE”)
YOU ACCEPT ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. THIS
AGREEMENT IS A BINDING LEGAL CONTRACT BETWEEN YOU AND AUTHENTIUM, INC. AND
ITS SUBSIDIARIES (COLLECTIVELY, “AUTHENTIUM”) IF YOU DO NOT AGREE TO ALL OF
THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT INDICATE ASSENT AND DO
NOT USE THE SOFTWARE.
REFERENCES TO “YOU” AS USED IN THIS AGREEMENT INCLUDE ANY INDIVIDUAL WHO
DOWNLOADS, INSTALLS OR USES THE SOFTWARE AND/OR ANY COMPANY OR OTHER LEGAL
ENTITY WHOSE EMPLOYEES OR AGENTS DOWNLOAD, INSTALL OR USE THE SOFTWARE.
AUTHENTIUM AND ITS SUPPLIERS OWN ALL INTELLECTUAL PROPERTY IN THE SOFTWARE.
AUTHENTIUM IS WILLING TO LICENSE THE SOFTWARE TO YOU ONLY UPON THE CONDITION
THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS LICENSE
AGREEMENT. USE OF SOME MATERIALS PROVIDED BY THIRD PARTIES AND INCLUDED IN
THE SOFTWARE MAY BE SUBJECT TO OTHER TERMS AND CONDITIONS, WHICH MAY BE
FOUND IN A SEPARATE LICENSE AGREEMENT OR IN A “READ ME” FILE.
1. Grant of Limited License. Authentium hereby grants you a nonexclusive and
non-transferable license, with restrictions as described below, to use the
Software, in object code only, including any documentation accompanying the
Software (the “Documentation”), for the sole purpose of using the Software.
You may install the Software on a single personal computer and make one copy
of the Software for archival purposes.
2. Limitations and Restrictions on Use. You may not do any of the following:
(a) copy the Documentation or any other material accompanying the Software;
(b) transfer, sublicense, rent or lease any portion of the Software; (c)
modify the Software or create derivative works based on the Software or any
portion thereof; (d) reverse engineer, decompile, reverse assemble,
disassemble or otherwise attempt to obtain the source code for the Software;
(e) make any third party software contained in the Software a stand-alone
product; (f) use the Software in any manner not permitted by this Agreement;
or (g) remove any proprietary notice of Authentium or any other party from
your copy of the Software or Documentation. In addition, you may not use the
Software in automatic, semi-automatic or manual tools designed to create
virus signatures, virus detection routines, or any other data or code for
detecting malicious code or data
3. Intellectual Property Ownership; Copyright. The structure, organization
and code of the Software are the valuable trade secrets and confidential
information of Authentium and its suppliers. You have no ownership rights in
the Software. You are granted no rights in the Software other than the
limited rights expressly set forth in this Agreement. Authentium expressly
reserves to itself and its suppliers all rights not expressly granted to you
in this Agreement. The Software (including any software, images, graphics,
photographs, and text incorporated in the Software or embedded in any
material accompanying the Software) is owned by Authentium or its suppliers
and is protected by law, including, without limitation, the copyright laws
of the United States and of other countries as well as international
treaties. Except as expressly permitted by this Agreement, the copying of
the Software, any portion of the Software, or any of the materials
accompanying the Software is strictly prohibited by such laws and treaties.
4. Updates. Authentium reserves the right to modify the Software at any
time. Authentium may distribute modifications or updates to the Software or
to portions of the Software to reflect new or changed threats. In addition,
Authentium may distribute “bug fixes” or other revisions to the Software.
You will be entitled to such updates if Authentium, in its sole discretion,
determines to make such updates available to you.
5. No Warranty. This Software is being delivered “AS IS.” AUTHENTIUM AND ITS
SUPPLIERS DO NOT MAKE OR PASS ON TO YOU OR TO ANY THIRD PARTY ANY WARRANTIES
OF ANY KIND (EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM,
USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING, WITHOUT LIMITATION,
PERFORMANCE, SATISFACTORY QUALITY, NON-INFRINGEMENT, TITLE, MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE . AUTHENTIUM AND ITS SUPPLIERS
SPECIFICALLY DO NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING
THE USE, OR THE RESULTS OF USE, OF THE SOFTWARE IN TERMS OF CORRECTNESS,
ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE. THE ENTIRE RISK AS TO THE
RESULTS AND PERFORMANCE OF THE LICENSED SOFTWARE IS ASSUMED BY YOU.
AUTHENTIUM AND ITS SUPPLIERS MAKE NO WARRANTY WITH RESPECT TO THE
AVAILABILITY OF AUTHENTIUM’S OR ITS SUPPLIERS WEBSITES ON THE WORLDWIDE WEB.
6. Disclaimer of Damages; Limitation of Liability. SOME STATES AND COUNTRIES
DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE BELOW LIMITATION OR EXCLUSION MAY NOT APPLY TO
YOU.
IN NO EVENT WILL AUTHENTIUM OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY THIRD
PARTY FOR ANY LOSSES, DAMAGES, CLAIMS OR COSTS WHATSOEVER, OR ANY INDIRECT,
INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS OR LOST SAVINGS, ARISING
OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, OR FOR ANY CLAIM BY ANY
OTHER PARTY, EVEN IF AUTHENTIUM HAS BEEN ADVISED OF THE POSSIBILITIES OF
SUCH LOSSES, DAMAGES, CLAIMS OR COSTS. IN NO CASE SHALL AUTHENTIUM’S OR ITS
SUPPLIERS’ LIABILITY EXCEED THE PURCHASE PRICE OF THE SOFTWARE.
The Software is not designed for and is not intended for use in hazardous
environments requiring fail-safe (fault-tolerant) performance such as in the
operation of nuclear facilities, aircraft navigation or communication
systems, air traffic control, weapons or defense systems, life support
systems or any other context in which the failure of the Software could lead
directly to death, personal injury or severe damage to property or the
environment. Authentium and its suppliers specifically disclaim any express
or implied warranty of the Software’s suitability for these types of
activities.
The disclaimers and limitations set forth above apply to you, even if you do
not accept the Software
7. Export Regulation. The Software and Documentation, including technical
data, may be subject to U.S. export control laws, including the U.S. Export
Administration Act (“EAC”) and the Export Administration Regulations (“EAR”)
(see http://bxa.fedworld.gov/). You agree that the Software will not be
shipped, transferred or exported into any country or used in any manner
prohibited by the EAC or the EAR or any other export laws, restrictions or
regulations (collectively, the “Export Laws”). In addition, if the Software
is identified as an export controlled by the Export Laws, you represent and
warrant that you are not a citizen, or otherwise located within an embargoed
nation and that you are not otherwise prohibited by the Export Laws from
receiving the Software.
8. U.S. Government Restricted Rights. The Software and Documentation are
commercial in nature and are “Commercial Items,” as that term is defined in
48 C.F.R. §2.101, consisting of “Commercial Computer Software” and
Commercial Computer Software Documentation,” as such terms are defined in 48
C.F.R. §§252.227-7014(a)(5) and 48 C.F.R. §252.227-7014(a)(1), and as used
in 48 C.F.R. §12.212 and 48 C.F.R. §227.7202, as applicable. Consistent with
48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as
applicable, the Commercial Computer Software and Commercial Computer
Software Documentation are being licensed to U.S. Government end users only
as Commercial Items and with only those rights as are granted to all other
end users pursuant to the terms and conditions herein. Manufacturer is
Authentium, Inc., 7121 Fairway Drive, Suite 102, Palm Beach Gardens, FL
33418.
9. General. (a) This Agreement shall be governed by the laws of the State of
Florida without reference to or application of conflict of law rules or
principles. The United Nations Convention on the International Sale of Goods
shall not apply. (b) This Agreement constitutes the entire Agreement between
Authentium and you with respect to the Software and supersedes all prior or
contemporaneous oral or written communications, proposals and
representations with respect to its subject matter. In the event of a
conflict between this Agreement and any term of any purchase order,
acknowledgment or invoice, this Agreement shall prevail. (c) If any part of
this Agreement is found invalid or unenforceable, the remainder of this
Agreement shall remain in full force and effect and shall be interpreted so
as to reasonably give effect to the intention of the parties. (d) No waiver
of any breach of any provision of this Agreement shall constitute a waiver
of any prior, concurrent or subsequent breach of the same or any other
provisions hereof, and no waiver shall be effective unless it is made in
writing and is signed by Authentium. (e) Authentium may assign its rights
and obligations under this Agreement, without notice, to any affiliate of
Authentium or to any party (or its affiliate) acquiring all or substantially
all of the assets or stock, by merger or otherwise, of Authentium or any
affiliate of Authentium. (f) This Agreement shall terminate upon your breach
of any term contained herein. Upon termination of this Agreement, you shall
cease using the Software and destroy all copies in your possession. (g) The
disclaimers of warranties and the limitation on damages and liability shall
survive termination of this Agreement.
10. Authentium Contact. If you have any questions concerning this Agreement
or would otherwise like to contact Authentium please call (561) 575-3200 and
ask for customer service, or fax (561) 575-3026 or write to Authentium,
Inc., 7121 Fairway Drive, Suite 102, Palm Beach Gardens, FL 33418;
http://www.authentium.com.
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