Provided that you fully comply with the terms and conditions set forth below, Seculert hereby grants you (and only you) the ability to access the applicable Software, documentation and/or Software Subscription for which you may have registered and paid for.
Any use, reproduction, or distribution of the components of the software to entities that have not validly registered and purchased it or dissemination not in accordance with the applicable Seculert End User License Agreement (EULA) is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. You agree to indemnify, defend and hold Seculert harmless from any demand, claim, or loss arising out of your material breach of this Download Agreement.
Software Subscription is provided in the form of modifications, corrections, and/ or updates to your validly licensed Seculert Software (the “Software.”) and does not grant you a license to use the Software. Any and all use of Software and Software Subscription upon integration with the Software is governed exclusively by the terms of the applicable EULA, which accompanies the Software. Software Subscription is made available for downloading solely for customers who purchase and register a Seculert Software Subscription Program in matching quantity and SKUs relative to the Seculert Product SKUs. Registered access to modifications, corrections, and/ or updates to Software; including hotfixes, service packs, and/ or Major upgrades, will only be provided for the duration of an Active Registered Software Subscription Program. In the event that you do not agree with the terms of the EULA and this Agreement, then you must immediately delete all copies (in whole and in part) of the Software from your computer system and back-up system(s).
The ability to access and use the Software will terminate if you fail to comply with the limitations described above, or in accordance with the time period specified in the Software Program, by Seculert or its licensors, whichever is earlier. Except for the ability to access Software, all other terms shall survive termination.
DISCLAIMER OF WARRANTY
Software and Software Subscription is provided “AS IS”, WITHOUT WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS BORNE BY YOU. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU AND NOT SECULERT ASSUMES THE ENTIRE COST OF ANY SERVICE AND REPAIR. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THE AGREEMENT. SOME STATES DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE OR BY JURISDICTION.
LIMITATION ON LIABILITY
UNDER NO CIRCUMSTANCES AND UNDER NO THEORY, TORT, CONTRACT, INDEMNIFICATION OR OTHERWISE, SHALL SECULERT OR ITS SUPPLIERS OR DISTRIBUTORS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL SECULERT BE LIABLE FOR ANY DAMAGES IN EXCESS OF SECULERT”S LIST PRICE FOR (I) A LICENSE TO THE SOFTWARE, EVEN IF SECULERT SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR (II) ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
Software and Software Subscription and the underlying information and technology may not be downloaded or otherwise exported or re-exported to any country or to any person in violation of the laws of the United States, Israel or any other foreign agency. By downloading or using Software Subscription, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any list or persons to whom such exports are prohibited.
LIMITED AVAILABILITY PRODUCTS
If you are downloading a limited availability product, it may not be disseminated in any fashion. Seculert has no obligation to provide support, maintenance, upgrades, modifications, or new releases of this limited availability product. Only if you procured support services from Seculert shall you be entitled to receive support for this product, subject to the terms of the applicable Service Level Agreement.
This Agreement represents the complete agreement concerning this ability to access Software and/or Software Subscription between the parties and supersedes all prior agreements and representations between them. It may be amended only by a writing executed by both parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be governed by and construed under California law as such law applies to agreements between California residents entered into and to be performed within California, except as governed by Federal law. The application the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
For more information about the Seculert Platform, contact [email protected].