DIGICERT EULA
DigiCert is willing to license the Licensed Software to Customer on the terms and conditions set forth in this Software End User License Agreement (“EULA”). By using the Licensed Software, Customer agrees to the terms and conditions set forth in this EULA. Capitalized terms used in this EULA but not defined herein have the meaning set forth in the DigiCert Master Services Agreement available at www.digicert.com/master-services-agreement.1.License Rights. Subject to Customer’s compliance with the terms and conditions of this License Agreement, DigiCert grants to Customer a non-exclusive, non-transferable license to use a reasonable number of copies of the Licensed Software solely in support of Customer’s use of the specific Service that the Licensed Software is provided in connection with.2.License Restrictions. Customer may not, without DigiCert’s prior written consent, conduct, cause or permit the: (i) use, copying, modification, rental, lease, sublease, sublicense, or transfer of the Licensed Software except as expressly provided in this EULA; (ii) creation of any derivative works based on the Licensed Software, except as expressly provided in this EULA; (iii) reverse engineering, disassembly, or decompiling of the Licensed Software (except that Customer may decompile the Licensed Software for the purposes of interoperability only to the extent permitted by and subject to strict compliance under applicable law); (iv) use of the Licensed Software in connection with service bureau, facility management, timeshare, service provider or like activity whereby Customer operates or uses the Licensed Software for the benefit of a third party; or (v) use of the Licensed Software by any party other than Customer, except as expressly provided in this EULA.3.Ownership/Title. The Licensed Software is the proprietary property of DigiCert or its licensors and is protected by copyright and patent laws. DigiCert and its licensors retain any and all rights, title and interest in and to the Licensed Software, including in all copies, improvements, enhancements, modifications and derivative works of the Licensed Software. Customer’s rights to use the Licensed Software shall be limited to those expressly granted in this EULA. All rights not expressly granted to Customer are retained by DigiCert and/or its licensors.4.Updates. Any updates to the Licensed Software provided by DigiCert at its sole discretion (“Updates”) shall be subject to any terms and conditions provided with such Updates. If no terms and conditions are provided, then Updates are subject to this EULA. These updates may affect Customer’s product and may require Customer to make changes to Customer’s product in order to maintain interoperability.5.Third Party Programs. This Licensed Software may contain third party software programs (“Third Party Programs”) that are available under open source or free software licenses. This EULA does not alter any rights or obligations Customer may have under those open source or free software licenses. Notwithstanding anything to the contrary contained in such licenses, the disclaimer of warranties and the limitation of liability provisions in this EULA shall apply to such Third Party Programs.6.Warranty and Limitation of Liability.6.1.WARRANTY DISCLAIMER. THE LICENSED SOFTWARE IS PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY OTHER WARRANTY, WHETHER EXPRESSED OR IMPLIED.6.2.LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL DIGICERT BE LIABLE TO YOU FOR ANY DIRECT, SPECIAL, CONSEQUENTIAL, INDIRECT OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS OR LOST DATA, ARISING OUT OF THE USE OR INABILITY TO USE THE LICENSED SOFTWARE, EVEN IF DIGICERT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.6.3.SOME STATES AND COUNTRIES, INCLUDING MEMBER COUNTRIES OF THE EUROPEAN ECONOMIC AREA, DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.7.Export Regulation. Customer acknowledges that it is not located in or a national of Cuba, North Korea, Iran, Syria or the Crimea Region of Ukraine or any other country or region subject to comprehensive
FINAL – DIGICERT EULAU.S. economic sanctions or on any United States Government list or other government list of prohibited or restricted parties for export control or economic sanctions purposes (including lists published by the U.S. Government, European Union or the United Nations). Customer acknowledges that the Licensed Software and related technical data and services (collectively “Controlled Technology”) are subject to the import and export laws of the United States, specifically the U.S. Export Administration Regulations (EAR), and the laws of any country where Controlled Technology is imported or re-exported. The export or re-export of the Licensed Software in violation of the foregoing laws and regulations is strictly prohibited. Customer agrees that it will comply with all applicable export or import control laws and regulations and obtain appropriate U.S. and foreign governmental authorizations before exporting, re-exporting, importing, transferring or using the Licensed Software. The Licensed Software may be subject to import, distribution, transfer, or use restrictions for which Customer is solely responsible. The Licensed Software is prohibited for export or re-export to Cuba, North Korea, Iran, Syria, the Crimea Region of Ukraine and to any other country or region subject to U.S. economic sanctions. Customer shall not, directly or indirectly, facilitate giving a country, entity or individual sanctioned under U.S. law access to the Licensed Software. Customer may not export the Licensed Software in connection with the use or development of missiles or chemical, biological, and nuclear weapons. Customer may not export the Licensed Software to any military entity, or to any other entity for a military purpose, unless subject to a valid license or license exception.8.Term and Termination. This EULA will continue as long as Customer in compliance with its terms and are validly using the applicable Service. In the event Customer breaches this EULA or discontinues use of the applicable Service, this EULA will automatically terminate. Upon termination, Customer must immediately stop using and destroy all copies of the Licensed Software within Customer’s possession or control. The Ownership/Title, Warranty and Limitation of Liability and General sections of this EULA will survive termination of the Agreement.9.US Government Restricted Rights. The Licensed Software is provided with “Restricted Rights.” Use, duplication or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227- 19, as applicable (and the successor clauses to any of the foregoing). The contractor/manufacturer is DigiCert, Inc. All Software provided to the U.S. Government, including its civilian and military agencies, is commercial computer software that was developed at private expense prior to its provision to any U.S. Government entity. Subject to any applicable regulations set out in the FAR or DFARS (and any superseding regulations), the Software is provided with the commercial license rights and restrictions described elsewhere in the Agreement. For Department of Defense agencies, the restrictions set forth in the Technical Data - Commercial items clause at DFARS 252.227-7015 (Nov 1995) shall also apply.10.General. Customer may not assign the rights granted hereunder or this EULA, in whole or in part and whether by operation of contract, law or otherwise, without DigiCert’s prior express written consent. DigiCert may audit Customer’s use of the Licensed Software. If any provision of this EULA is found partly or wholly illegal or unenforceable, such provision shall be enforced to the maximum extent permissible, and remaining provisions of this EULA shall remain in full force and effect. A waiver of any breach or default under this EULA shall not constitute a waiver of any other subsequent breach or default. This EULA is the complete and exclusive agreement between Customer and DigiCert relating to the Licensed Software and supersedes any previous or contemporaneous oral or written communications, proposals, and representations with respect to its subject matter