PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE DOWNLOADING OR USING THE PRODUCT. BY CLICKING ON THE "ACCEPT" BUTTON, DOWNLOADING, OR INSTALLING THE PRODUCT, OPENING THE PACKAGE, OR USING THE PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS LICENSE AGREEMENT, DO NOT USE THE PRODUCT. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, YOU MAY RETURN THE PRODUCT FOR A REFUND
END USER LICENSE AGREEMENT
**TERMS AND CONDITIONS FOR Cryptzone’s products set forth in Exhibit 1 **
These standard terms and conditions apply between Cryptzone Group AB (publ) "Cryptzone" and you the "Customer" for the provision of Cryptzone services, and by using the service in any way, you the Customer thereby agree to become bound by them.
1. Definitions
In addition to the definitions set forth in the Agreement regarding Cryptzone, the following words and terms shall have the meanings set forth below:
1.1
"Charges" shall mean the charges set out in Clause 10 below, which are payable by the Customer to Cryptzone for the
provision of the Cryptzone services.
1.2
"The Cryptzone Group AB" means Cryptzone Group (publ) AB and its subsidiaries; Cryptzone International AB, Cryptzone
R&D AB, Cryptzone UK Ltd, Cryptzone USA Inc, and Cryptzone Israel Ltd.
1.3
"Confidential Information" shall mean any confidential trade secret; technology; technical information; business
information (including but not limited to clearing; data dissemination; security reference data; future development plans, market trading,
customer and member information, business plans); or other proprietary information or information related thereto that is disclosed (whether
in written, oral or electronic form) by Cryptzone to Licensee under this Agreement. Other information may also be identified as Confidential
Information if such information is identified in writing as confidential by Cryptzone before disclosure to Licensee. Confidential Information
shall not include information to the extent that such information (i) was generally known or otherwise in the public domain and was publicly
available prior to Licensee’s receipt thereof from Cryptzone or which subsequently becomes part of the public domain by publication or
otherwise except by Licensee’s wrongful act, (ii) was in Licensee’s possession prior to receipt thereof from Cryptzone , (iii) was
received by Licensee from a third party having no obligation of nondisclosure with respect thereto, (iv) was independently developed by Licensee
without benefit of any confidential information of Cryptzone, or (v) is ordered to be disclosed by a court, administrative agency, or other
governmental body with jurisdiction over the Parties to make the disclosure hereto.
1.4
"Content" shall mean the information contained in the Cryptzone products or services to be distributed to the
customer’s computer.
1.5
"Customer" means you, a person or company who may use Cryptzone products by agreeing to these license terms and
conditions, and downloading the Software.
1.6
"Documentation" shall mean all written material furnished by Cryptzone in conjunction with the Product, including
any modifications, revisions or new releases thereof;
1.7
"Intellectual Property Rights" means patents, trade secrets, copyrights and all other intellectual property rights,
registered or not, of any nature, including without limitation the right to file, hold and renew applications and registrations for any of the
foregoing;
1.8
"Software/products" means the Service/products licensed to the Customer pursuant to these terms and conditions, whereby
the Customer is able to use the Cryptzone SEP Server and Management Console by downloading the software and complying with these terms and conditions.
1.9
"Licensee" shall mean each user of the Products, on condition that said user has agreed to be bound by this License
Agreement as set forth above;
1.10
"Party" or "Parties" shall mean Cryptzone and/or Licensee, as the case may be;
1.11
"Know-how" means knowledge, experience, data, technology, designs, techniques, drawings, software, and other
information and knowledge.
1.12
"Price List" means Cryptzone’s current price list provided by Cryptzone.
1.13
"Product" shall mean the Cryptzone security software (in object code form only) and associated documentation stated
in Exhibit A
1.14
"Software" means any software that Cryptzone licenses to you in accordance with these terms and conditions for the
provision of the Cryptzone products or services.
1.15
"Object Code" means binary, or machine readable, executable code of a computer program relating to the Licensed Product.
1.16
"Territory" means all areas to which Cryptzone can deliver the products.
2. Grant of rights, etc.
2.1
Subject to the terms and conditions of this Agreement, Cryptzone grants to the Customer a non-transferable and non-exclusive
license to use the products in the Territory. The Customer shall use the products as the manuals depict and in no other way or form, unless
otherwise stated.
2.2
The Customer shall use the products in a way that not infringes the rights of others. The Customer shall comply with all other
instructions regarding use of the products. In particular, but without limiting the generality of the above, the Customer hereby warrants that
it will not use the products for the purpose of producing, transmitting or sending SPAM messages.
2.3
The Customer hereby acknowledges that the products operate only in conjunction with or on certain software and hardware. A list
of such acceptable software and hardware is set out at Clause 14 below. Cryptzone accepts no liability for the incompatibility of the products
with any hardware, software or other equipment used by the Customer. The Customer shall at its own expense ensure that it only uses the products
with software or hardware specifically approved by Cryptzone as compatible with the Software in order to have its computer operational for the
distribution of products to the Computer.
2.4
The Customer assumes full responsibility for all charges related to accessing and using the products, such as the cost of sending
products to a Computer in the Territory.
2.5
Except as expressly Cryptzone has the sole right to modify the software and the terms of this Agreement. Changes in the products
shall take effect 14 days after the Customer has been notified and will posted on www.cryptzone.com
2.6
Except as expressly set forth herein, the Customer shall not:
- use, provide or otherwise make available the Software or any part or copies thereof to any third party;
- copy, modify, amend, alter, revise, enhance or otherwise change the Software; or
- reverse engineer, decompile or disassemble the Software or any portion thereof, nor otherwise attempt to create or derive a source code equivalent to the Software’s.
2.7
The Customer shall only access the products as permitted by Cryptzone and shall not attempt at any time to circumvent system security or access any source software or compiled code.
2.8
The Customer hereby warrants that the Content is not and shall not be obscene, indecent, inappropriate or otherwise illegal.
2.9
IN THE EVENT THAT THE CUSTOMER SHOULD BREACH ANY TERM OF THIS AGREEMENT, THE CUSTOMER’S ACCESS TO PRODUCTS SHALL BE TERMINATED IMMEDIATELY WITHOUT NOTICE.
2.10
Cryptzone may vary the terms of this agreement at any time, such variation being effective immediately upon posted on www.cryptzone.com. The Customer may stop using products at that time. By continuing to use products following any such variation, the Customer will be deemed to have accepted them.
3. Restricted use and no copying
3.1
Licensee’s license shall be limited to, and Licensee undertakes not to use the Products in excess of, the number of computers, objects, concurrent users, servers or sites, as set forth in the applicable purchase order for the Products, which has been accepted by (i) Cryptzone , or (ii) Cryptzone’s authorized distributor or reseller, as the case may be, who has supplied the Product to Licensee ("Reseller").
3.2
Licensee shall not use the Product or the Documentation for any purposes other than the purposes specified in Sections Error! Reference source not found. and 3.1 above or make the Product available to unauthorized third parties.
3.3
Licensee shall not make, or permit its employees or third parties to make, any copies or translations of the Product, in whole or part, for any reason. Notwithstanding the above and only to the extent necessary considering the intended use of the Product, Licensee may make, free of charge, one (1) copy of the Product for archival or back-up purposes.
3.4
Licensee shall not assign, lease, lend, distribute, sublicense or otherwise transfer all or any portion of the rights granted under this Agreement to any third party.
3.5
Licensee agrees that it shall not (i) modify, adapt or create any derivative works of the Product, (ii) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code for the Product, or permit any third parties to do so, or (iii) export or re-export the Product, directly or indirectly, to any country, person or entity to the extent such country requires an export license or other governmental approval, without first obtaining such license or approval. Furthermore, Licensee shall, at all times, comply with all applicable law, regulations and restrictions of all applicable jurisdictions, including, but not limited to, U.S. export restrictions.
4. Distribution of the software, etc
4.1
After receiving a purchase order from the Customer, Cryptzone shall send the products or download link information to the authorized personnel via email.
Cryptzone does not undertake the responsibility of sending the products if the authorized personnel via mail are switched off and has been switched off for a period exceeding three days. Nor does Cryptzone undertake the responsibility of sending the products if the Computer is temporarily or permanently out of order or if it is out of coverage or otherwise unreachable and has been unreachable for a period exceeding twenty-four hours. Cryptzone has no obligation to send the products outside the territory.
Cryptzone does not undertake the responsibility of sending the products if the authorized personnel via mail are switched off and has been switched off for a period exceeding three days. Nor does Cryptzone undertake the responsibility of sending the products if the Computer is temporarily or permanently out of order or if it is out of coverage or otherwise unreachable and has been unreachable for a period exceeding twenty-four hours. Cryptzone has no obligation to send the products outside the territory.
4.2
Cryptzone undertakes no liability for minor errors and interruptions in the products of any third party. If a critical error and/or interruption occur, Cryptzone shall be entitled to procure the correction of the error and/or the interruption. The Customer shall without undue delay notify Cryptzone of any errors and/or interruption. Cryptzone assumes no responsibility for any errors or interruptions related to the Internet, including, without limitation, products or any other third party network failure to deliver the products to the Computer.
4.3
Cryptzone shall always have the right to disconnect the products for service and upgrading by giving 7 day notice to the Customer, unless an emergency and Cryptzone is responsible to report the event to the customer
5. Limitation of liability
5.1
In no event will CRYPTZONE be liable to the Customer or any third party for any incidental or consequential damage (including without limitation, indirect, special, punitive or exemplary damages for loss of business, loss of profits, business interruption, or loss of business information) arising out of the use of or inability to use the software or for any claim by any other party, even if Cryptzone has been advised of the possibility of such damages.
5.2
Cryptzone shall not be liable for any corruption or destruction of data or for any damage caused by viruses related to the Customer’s computer system(s), hardware, software or other equipment.
5.3
Cryptzone aggregate liability with respect to its obligations under this agreement or otherwise with respect to the software and documentation or otherwise shall in no event exceed the license fee paid by the Customer, but shall in no event exceed USD 10 000, under the entire term of this Agreement including any prolongation periods.
5.4
Limitation of liability in accordance with this Section 5 shall apply to the extent it is admissible according to applicable law.
6. "Force majeure"
6.1
The parties shall be relieved from liability for a failure to perform any obligation under this Agreement during such
period and to the extent that the due performance thereof by either of the parties is prevented by reason of any circumstance beyond the
control of the parties, such as war, warlike hostilities, mobilization, civil war, fire, flood, changes in laws and regulations or in the
interpretation thereof, acts of authorities, labor disputes, blockades, major accidents or other circumstances of similar importance.
6.2
The party desiring to invoke an event of force majeure shall give immediate notice to the other party of the commencement
and the cessation of such event of force majeure, failing which the party shall not be discharged from liability for any non-performance
caused by such event of force majeure.
7. License fee
7.1
In consideration of the rights granted to Licensee under this Agreement, Licensee shall pay to Cryptzone or Reseller, as
the case may be, a license fee as further specified by Cryptzone or Reseller in writing (the "License Fee").
7.2
The Customer shall pay to Cryptzone the charges for products in accordance with information on the official Cryptzone price list.
7.3
Customer agrees to keep confidential all access codes, personal identification numbers or other identifier, or access method,
which allows access to the computer or system, which has been used by Customer to download the Software.
8. Intellectual property rights
8.1
Cryptzone retains all title, interest and rights, including but not limited to all Intellectual Property Rights, in and
to the Product and the Documentation, and all copies and derivative works thereof. The Customer acknowledges that the Product and the Documentation,
and all copies hereof, are and shall remain the sole property of Cryptzone. Notwithstanding the foregoing, title and Intellectual
Property Rights in and to any content displayed or accessed through the Product belongs to the respective content owner. Such content may be
protected by Intellectual Property Rights laws and treaties and may be subject to terms and conditions for use of a third party.
8.2
The Customer shall not remove, erase or hide from view any copyright, trademark, confidentiality or other proprietary
notice, mark or legend appearing on the Product or the Documentation.
8.3
The Customer agrees that it shall not (i) modify or create any derivative works of the Product, (ii) reverse engineer,
decompile, disassemble or otherwise attempt to derive the source code for the Product, or (iii) export or re-export the Product, directly or
indirectly, to any country, person or entity to the extent such country requires an export license or other governmental approval, without
first obtaining such license or approval. Furthermore, Customer shall, at all times, comply with all applicable law, regulations and
restrictions of all applicable jurisdictions, including, but not limited to, U.S. export restrictions.
8.4
This Section 8 shall survive the termination of this Agreement.
9. Indemnification
9.1
Cryptzone represents and warrants that, as of the date of this Agreement, it is not involved in any litigation relating to
Cryptzone infringement of intellectual property rights relating to any third party. Cryptzone has the right to license and distribute the
Product and related Documentation, when used in accordance with this Agreement, without infringing the Intellectual Property Rights of any
third party and free of any third party liens, claims or encumbrances of any kind.
9.2
Cryptzone shall (subject to Section 4 above) defend, indemnify and hold harmless the Customer and its employees from and against any third party claim,
demand, cause of action, debt, or liability, including reasonable attorneys’ fees, to the extent that such claim arises out of a breach of Section 9.1
above and on condition that Customer:
9.2.1.1
(i) promptly, i.e. within ten (10) days from Customer receipt of notice of the claim or action, notify Cryptzone of any such claim or action, and
9.2.1.2
(ii) provides all reasonable assistance in the defense of such claims at Cryptzone’s expense, and
9.2.1.3
(iii) gives Cryptzone the sole control of the defense and settlement over any claim or action, including but not limited to the
selection of counsel
and the right to settle any claim.
9.3
If it is ultimately held by a court or tribunal that an infringement within the meaning of Section 8.1 has been made, Cryptzone may, at its
sole option and expense;
9.3.1
(i) procure for Customer the right to continue to use the Product (or any part thereof), or
9.3.2
(ii) replace or modify the Product (or any part thereof) with functionally equivalent software in order to be non-infringing.
9.4
Cryptzone shall not have any liability for a claim alleging that the Product or related Documentation infringe a patent,
copyright, trade secret or any other protected Intellectual Property Right if the alleged infringement is the result of (i) the use of other
than the latest release of the Product, (ii) the use or combination of the Product with material or product not provided or approved by
Cryptzone or (iii) a modification or change of use of the Product which is not made by Cryptzone.
10. Charges
All charges are described on the official Cryptzone price list. No other charges apply.
11. Assignment of the agreement
11.1
Cryptzone may, wholly or partly, assign or pledge its rights and obligations under this Agreement to any third party.
11.2
Cryptzone shall have the right to engage sub-contractors for the fulfillment of its obligations under this Agreement.
11.3
The Customer may not, wholly nor partly, assign or pledge its rights and obligations under this Agreement to any third
party except with the prior written consent of Cryptzone
12. Term of Agreement and Termination
12.1
This Agreement enters into force immediately after it has been accepted by the Customer and shall remain in force until
the relationship is terminated in written form. This Agreement will automatically be renewed after the stipulated license period has expired
if otherwise not notified by the customer in writing.
12.2
Without prejudice to any other rights Cryptzone may have against the Customer, Cryptzone shall have the right to terminate this Agreement with
immediate effect after notification to the Customer or by disconnecting the Customer from the products if
12.2.1
(a) Problems arise with the credit card payment transaction;
12.2.2
(b) The Customer commits a material breach of its obligations under the Agreement; or
12.2.3
© a bankruptcy petition is filed against the Customer or the Customer is declared bankrupt, suspends its
payments, initiates composition proceedings, goes into liquidation or is otherwise in a position in which it can be assumed that
its obligations under this Agreement will not be fulfilled.
12.3
The Customer shall have the right to terminate this Agreement by deleting the Software from the computer onto which the
Customer downloaded it to.
12.4
The Customer must cease to use the products immediately upon the termination of this Agreement. The Customer shall in such
case immediately delete any of the products software from all computers on which the Customer has implemented such software. Cryptzone shall
not be liable for any charges incurred in this way.
12.5
Any documentation such as documents, drawings or other data bearing media and software programs (including information or
drawings stored in or made by software programs) submitted to the Customer by Cryptzone shall remain Cryptzone exclusive property and shall be
returned to Cryptzone upon the termination of this Agreement.
13. Confidential information
Each Party covenants, represents and warrants to the other Party that it will;
Each Party shall ensure that its employees, affiliated companies and consultants observe the obligation of confidentiality set forth above and shall be responsible for any breach of this section 13 by any of its employees, affiliated companies or consultants.
This Section 13 shall survive the termination of this Agreement.
- not directly or indirectly disclose or make available Confidential Information to any third party without the consent of the other Party,
- not use the Confidential Information in any manner or for any purposes whatsoever except as needed to perform the express obligations and services under this Agreement, or
- take steps consistent with the protection of its own confidential and proprietary information (but in no event exercise less than reasonable care) to prevent unauthorized disclosure of the Confidential Information or provide access to the other Party’s Confidential Information.
Each Party shall ensure that its employees, affiliated companies and consultants observe the obligation of confidentiality set forth above and shall be responsible for any breach of this section 13 by any of its employees, affiliated companies or consultants.
This Section 13 shall survive the termination of this Agreement.
14. Customer information
In order to fulfill its obligations under this Agreement it will be necessary for Cryptzone to process personal data related to the Customer’s
organization, such as email addresses to Customer’s employees. Such processing of personal data will at all time be in accordance with the Swedish
Personal Data Act (1998:204), and the relevant personal data will only be processed for the purpose of Cryptzone fulfilling its obligations under this
agreement.
Customer undertakes to obtain concerned persons’ - such as employees - consent to the transfer of such persons’ personal data to Cryptzone for processing by Cryptzone solely for the purpose of fulfilling Cryptzone’s obligations under this agreement.
Customer undertakes to obtain concerned persons’ - such as employees - consent to the transfer of such persons’ personal data to Cryptzone for processing by Cryptzone solely for the purpose of fulfilling Cryptzone’s obligations under this agreement.
15. Notices
Any notice, request, consent or other communication to be given by a party under this Agreement shall be deemed to be valid and effective if personally served on the other party or sent by registered prepaid airmail or by email to the addresses set forth in the Agreement regarding Cryptzone.
16. Legal relationship of the parties
Nothing in this agreement shall create or be deemed to create a partnership or relationship of employer and employee, or principal and agent between Cryptzone and the Customer.
17. Entire Agreement
This Agreement constitutes the entire agreement between the parties on all issues to which this Agreement relates. The contents of this Agreement supersede all previous written or oral commitments and undertakings.
18. Miscellaneous
18.1
Neither Party shall be liable for default or delay caused by any occurrence beyond its reasonable control or beyond the reasonable control of any subcontractor, including but not limited to fires, strikes, accidents, lockouts, riots, acts of civil or military authority, epidemic, flood, earthquake, war, acts of terrorism, sabotage, governmental actions, acts of God and subcontractor defaults. In the event either Party should be delayed in the completion of any task under this Agreement by reason of any such occurrence, the time within which the task is to be completed shall be extended by the period of such delay, but no such extension shall be made unless a notice thereof is presented by the Party so delayed to the other in writing within ten (10) working days after the occurrence of such delay and no payment shall be made to the Party so delayed for any expenses incurred by reason of any such delay.
18.2
Licensee may not assign this Agreement and/or any of its rights and/or obligations hereunder (by operation of law or otherwise) without the prior written consent of Cryptzone
18.3
All notices, demands, requests, reports, approvals, or other communications which may be or are required to be given, served or sent pursuant to this Agreement shall be in writing in English and shall be hand delivered or sent by recognized overnight carrier or mailed by first-class, registered or certified mail, return receipt requested, postage prepaid, addressed as set forth below. Notices shall be effective when properly sent and received, refused or returned undelivered.
18.4
No change in, addition to, or waiver of any of the provisions of this Agreement shall be binding upon either Party unless in writing signed by an authorized representative of such Party. No waiver by either Party of any breach by the other Party of any of the provisions of this Agreement shall be construed as a waiver of that or any other provision on any other occasion.
18.5
In the event any one or more of the provisions of this Agreement shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall remain in effect and the Agreement shall be read as though the offending provision had not been written or as the provision shall be determined by such court to be read.
19. Governing Law and Jurisdiction
19.1
This Agreement shall be governed by and construed in accordance with the laws of Sweden, without reference to its conflicts of law provisions.
19.2
Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The place of arbitration shall be Goteborg, Sweden. The language to be used in the arbitral proceedings shall be English.
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Exhibit 1
With products we mean all of the below with all functions. For technical specification please see each products technical requirement.
- AppGate Security Server
- AppGate Client
- Cryptzone OTP
- Secured eDevice
- NETconsent
- SE46 Application Whitelisting
- SE46 Inventory control
- Sep Server
- Sep Client