SECUGEN SOFTWARE LICENSE AGREEMENT
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY
This is a legal agreement between you and SecuGen Corporation (“SecuGen”).
The subject of this License Agreement is computer software, and may include documentation, authorization keys, and updates (“SOFTWARE”) provided by SecuGen.
To use the SOFTWARE, you must first agree to the License Agreement. You may not use the SOFTWARE if you do not accept the License Agreement. By clicking to accept, downloading, or using the SOFTWARE, you hereby agree to the terms of the License Agreement.
You may not use the SOFTWARE and may not accept the License Agreement if you are a person barred from receiving the SOFTWARE under the laws of the United States or other countries including the country in which you are resident or from which you use the SOFTWARE.
If you will use the SOFTWARE internally within your company or organization, you agree to be bound by the License Agreement on behalf of your employer or organization, and you represent and warrant that you have full legal authority to bind your employer or organization to the License Agreement. If you do not have the requisite authority, you may not accept the License Agreement or use the SOFTWARE on behalf of your employer or organization.
2. GRANT OF LICENSE
Subject to the terms and conditions of this License Agreement, SecuGen grants you a limited, non-exclusive, non-transferable right to use the SOFTWARE only with SecuGen fingerprint sensors or devices containing SecuGen fingerprint sensors. “Use” means storing, loading, installing, or executing the SOFTWARE.
You may not: (a) alter, adapt, modify, translate or create derivative works of any part of the SOFTWARE; (b) distribute, publish, display, sublicense, assign, rent, lease, loan, sell or otherwise transfer the SOFTWARE; (c) decompile, reverse engineer, disassemble, attempt to derive the source code of or otherwise reduce any part of the SOFTWARE; (d) remove, alter or obscure any proprietary notices; or (e) alter, disable or circumvent any licensing or control features that limit the usage of the SOFTWARE.
4. OWNERSHIP AND COPYRIGHT
You acknowledge that the SOFTWARE is licensed and not sold under this License Agreement. You agree that SecuGen or third parties owns all legal right, title and interest in and to the SOFTWARE, including any Intellectual Property Rights that subsist in the SOFTWARE. “Intellectual Property Rights” means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights recognized in any jurisdiction worldwide. This License Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks or any other rights in respect to the items in the SOFTWARE. Nothing in this License Agreement gives you a right to use any of SecuGen’s trade names, trademarks, logos, domain names, or other distinctive brand features. You agree to protect all copyright and other ownership interests of SecuGen or third parties in all items in the SOFTWARE. SecuGen reserves all rights not expressly granted to you.
This License Agreement will terminate immediately without notice from SecuGen or judicial resolution if (1) you fail to comply with any provisions of this License Agreement or (2) you notify SecuGen that you wish to terminate this License Agreement. Upon termination of this License Agreement, you must delete or destroy all copies of the SOFTWARE, and all provisions of this License Agreement will survive except for Section 2 (Grant of License).
6. DISCLAIMER OF WARRANTY
You expressly understand and agree that your use of the SOFTWARE is at your sole risk and that the SOFTWARE is provided “AS IS” without warranty of any kind from SecuGen. SecuGen further expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement. Your use of the SOFTWARE is at your own discretion and risk. You are solely responsible for determining and verifying that the SOFTWARE that you obtain and install is the appropriate version for your operating system, computer hardware, and peripherals.
7. LIMITATION OF LIABILITY
You expressly understand and agree that SecuGen, its affiliates and licensors shall not be liable to you under any theory of liability for any direct, indirect, incidental, special, consequential or exemplary damages that may be incurred by you, including any loss of data, whether or not SecuGen or its representatives have been advised of or should have been aware of the possibility of any such losses arising.
You agree to defend, indemnify and hold harmless SecuGen, its affiliates and suppliers from and against any claims, suits, proceedings or threats thereof and any loss, damage, liability and other expense (including reasonable attorneys’ fees), resulting from your use of the SOFTWARE or any breach of this License Agreement by you.
Integration. This License Agreement constitutes the entire agreement between the parties relating to the SOFTWARE and supersedes any prior or contemporaneous communications, agreement and understandings, oral or written, between the parties relating to the SOFTWARE. If other terms or conditions included with the SOFTWARE conflict with this License Agreement, this License Agreement shall prevail and control with respect to the SOFTWARE. No variation of the terms of this License Agreement will be enforceable against SecuGen unless SecuGen gives its express consent, in writing signed by an officer of SecuGen. If any provision of this License Agreement is held to be unenforceable, illegal or void, the remaining provisions will be unaffected and will remain in full force and effect.
Governing Law. This License Agreement is governed by the laws of the State of California without regard to any conflict of laws provisions. You agree to submit to the exclusive jurisdiction of the courts located within the county of Santa Clara, California to resolve any legal matter arising from the License Agreement. Notwithstanding this, you agree that SecuGen shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
Assignment. The License Agreement may not be assigned or transferred by you without the prior written approval of SecuGen, and any attempted assignment without such approval will be void. You shall not delegate your responsibilities or obligations under the License Agreement without the prior written approval of SecuGen.
Waiver. None of the provisions of this License Agreement shall be deemed to have been waived by any act or acquiescence on the part of SecuGen, its agents or employees, but only by an instrument in writing signed by an officer of SecuGen.
Third Party Rights. This License Agreement does not create any rights for any person who is not a party to it, and no person not a party to this License Agreement may enforce any of its terms or rely on an exclusion or limitation contained in it.
Export Restrictions. The SOFTWARE delivered to you under this License Agreement is subject to United States export control laws and regulations and may also be subject to import and export laws of the jurisdiction in which it was accessed, used, or obtained, if outside the United States. You shall abide by all applicable export control laws, rules, and regulations applicable to the SOFTWARE. You agree that you are not located in or a resident of any prohibited country, or are not under the control of any person or entity prohibited to receive the SOFTWARE due to export restrictions and that you will not export, re-export, transfer, or permit the use of the SOFTWARE, in whole or in part, to or in any of such countries or to any of such persons or entities.
U.S. Restricted Rights. If you are an agency or instrumentality of the United States Government, the SOFTWARE is “commercial computer software,” the documentation contained in the SOFTWARE is “commercial computer software documentation” as specified in FAR 12.212 or DFARS 227.7202, and, as applicable, the use, reproduction and disclosure of the SOFTWARE is governed by the terms of this License Agreement.
SecuGen Corporation, 2065 Martin Avenue, Suite 102, Santa Clara, California 95050