DIGICERT END USER LICENSE AGREEMENT
DIGICERT, INC. (“DIGICERT”) IS WILLING TO LICENSE THE SOFTWARE TO YOU AS THE INDIVIDUAL, THE COMPANY, OR THE LEGAL ENTITY THAT WILL BE UTILIZING THE SOFTWARE (REFERENCED BELOW AS “YOU” OR “YOUR”) ON THE TERMS AND CONDITIONS SET FORTH IN THIS LICENSE AGREEMENT (“LICENSE AGREEMENT”). READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE. THIS IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND DIGICERT. BY CLICKING THE “I AGREE” OR “YES” BUTTON, OR OTHERWISE INDICATING ASSENT ELECTRONICALLY, OR LOADING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, CLI CK THE “I DO NOT AGREE” OR “NO” BUTTON OR OTHERWISE INDICATE REFUSAL AND MAKE NO FURTHER USE OF THE SOFTWARE. CAPITALIZED TERMS USED IN THIS LICENSE AGREEMENT BUT NOT DEFINED HEREIN HAVE THE MEANING SET FORTH IN THE APPLICABLE SERVICES AGREEMENT RELATED TO THE SOFTWARE.
IF YOU CLICK “I AGREE” OR OTHERWISE INDICATE ASSENT ELECTRONICALLY OR DOWNLOAD OR USE THE SOFTWARE, YOU CERTIFY THAT YOU ARE NOT LOCATED IN OR A NATIONAL OF CUBA, IRAN, NORTH KOREA, SYRIA OR THE CRIMEA REGION OF UKRAINE OR ON ANY OF THE UNITED STATES GOVERNMENT’S LISTS OF PROHIBITED OR RESTRICTED PARTIES FOR EXPORT CONTROL OR ECONOMIC SANCTIONS PURPOSES.
- License Rights. Subject to Your compliance with the terms and conditions of this License Agreement, DigiCert grants to You a non-exclusive, non-transferable license to use a reasonable number of copies of the Software solely in support of Your use of the specific DigiCert Service that the Software is provided in connection with (which may include a Symantec-branded Service) (“Services”). “Software” means the DigiCert software program meant to be installed on equipment or devices by or on behalf of You that accompanies this License Agreement, including any associated program documentation included in, or provided for use with, such software.
- License Restrictions. You 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 Software except as expressly provided in this License Agreement or the applicable agreement governing the Services (the “Services Agreement”); (ii) creation of any derivative works based on the Software, except as expressly provided in this License Agreement; (iii) reverse engineering, disassembly, or decompiling of the Software (except that You may decompile the Software for the purposes of interoperability only to the extent permitted by and subject to strict compliance under applicable law); (iv) use of the Software in connection with service bureau, facility management, timeshare, service provider or like activity whereby You operate or use the Software for the benefit of a third party; (v) use of the Software by any party other than You, except as expressly provided in this License Agreement; (vi) removal or destruction of any proprietary, trademark or copyright markings or notices placed upon or contained within the Software; or (vii) use of the Software in any manner or for any purpose that violates any law or regulation, any right of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality, or in any manner inconsistent with the License Agreement or the Services Agreement.
- Ownership/Title. The 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 Software, including in all copies, improvements, enhancements, modifications and derivative works of the Software. Your rights to use the Software shall be limited to those expressly granted in this License Agreement. All rights not expressly granted to You are retained by DigiCert and/or its licensors.
- Updates. DigiCert reserves the right, in its sole discretion, to modify, change, update and/or enhance the Software (such modifications or changes, “Updates”). These Updates may affect your product and may require you to make changes to your product in order to maintain interoperability. Any Updates to the Software will be provided by DigiCert at its sole discretion and 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 License Agreement.
- Third Party Programs. This Software may contain third party software programs (“Third Party Programs”) that are available under open source or free software licenses. This License Agreement does not alter any rights or obligations You 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 License Agreement shall apply to such Third Party Programs.
- Confidentiality. “Confidential Information” means any confidential, trade secret or other proprietary information, including without limitation the Software, disclosed by DigiCert to You under this License Agreement, except for information that You can demonstrate: (i) is public knowledge at the time of disclosure, (ii) was known by You before disclosure by DigiCert, or becomes public knowledge or otherwise known to You after such disclosure, other than by breach of a confidentiality obligation, or (iii) is independently developed by You without access to Confidential Information of DigiCert. If portions of the Confidential Information are considered non-confidential pursuant to subsections (i) through (iii) above, the remainder of the Confidential Information must still be held in confidence by You in accordance with the terms of this Section 6. You shall: (a) not disclose the Confidential Information to any third party, (b) not use the Confidential Information in any fashion except for purposes of performing this License Agreement, and (c) take steps consistent with Your protection of Your own confidential and proprietary information (but in no event exercise less than reasonable care) to prevent unauthorized disclosure of the Confidential Information.
- Warranty and Limitation of Liability.
- 7.1. Warranty Disclaimer. THE 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.
- 7.2. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS ITS ESSENTIAL PURPOSE, IN NO EVENT WILL DIGICERT OR ITS LICENSORS, RESELLERS, SUPPLIERS OR AGENTS 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 SOFTWARE, EVEN IF DIGICERT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 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.
- Export Regulation. The export, re-export, or in-country transfer of the Software is subject to the export laws and regulations of the U.S. and other jurisdictions including, but not limited to, the U.S. Export Administration Regulations. The export or re-export of Software in violation of the foregoing laws and regulations is strictly prohibited. You agree that you 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 Software. The Software may be subject to import, distribution, transfer, or use restrictions for which You are solely responsible. The 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. You shall not, directly or indirectly, facilitate giving a country, entity or individual sanctioned under U.S. law access to the Software. You represent that You are neither located in, nor a resident or national of, any prohibited country or region, and that You are not a sanctioned person or entity named on a U.S. or other government list (including lists published by the U.S. Government, European Union, and United Nations). You may not export the Software in connection with the use or development of missiles or chemical, biological, and nuclear weapons. You may not export the Software to any military entity, or to any other entity for a military purpose, unless subject to a valid license.
- Term and Termination. This License Agreement will continue as long as You are in compliance with its terms and are validly using the applicable Services. In the event You breach this License Agreement or discontinue use of the Services, this License Agreement will automatically terminate. Upon termination, You must immediately stop using and destroy all copies of the Software within Your possession or control. The Ownership/Title, Confidentiality, Warranty and Limitation of Liability and General sections of this License Agreement will survive termination of the License Agreement.
- Data Collection. You acknowledge and agree that DigiCert will collect and process Personal Data as part of the provision, and Your use, of the Software and maintenance/support under this License Agreement. To the extent that the processing activities involved in the provision and/or Your use of the Software and maintenance/support are subject to the EU Data Protection Legislation, then the relevant DigiCert privacy notice(s) and privacy policy made available at www.digicert.com/digicert-privacy-policy shall apply. As used herein, “Personal Data” means the personal data as defined by applicable privacy or data protection legislation and in particular the EU Data Protection Legislation, contained in the Collected Data or otherwise provided by or collected from You, in connection with Your purchase and use of the Software and maintenance/support. The term “EU Data Protection Legislation” means the: (i) Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data and, as of 25 May 2018, the then applicable General Data Protection Regulation(EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (“GDPR”); and(ii) to the extent applicable to the Software and maintenance/support, any other EU or EU Member State data protection laws with respect to the processing of Personal Data under this License Agreement. As used herein, “Collected Data” means certain information which DigiCert may collect, retain, process, disclose and use in connection with Your use of the Software, or Your devices or systems with which the Software operates, and may include, but is not limited to, Personal Data .
- General. You may not assign the rights granted hereunder or this License Agreement, in whole or in part and whether by operation of contract, law or otherwise, without DigiCert’s prior express written consent. DigiCert may audit Your use of the Software. If You are located in North America or Latin America, this License Agreement will be governed by the laws of the State of Utah, United States of America. If you are located in Europe, Middle East, Africa or China, this License Agreement will be governed by the laws of England and Wales. If you are located in Japan, this License Agreement will be governed by the laws of Japan. If you are located in Asia Pacific, outside of Japan, this License Agreement shall be governed by the laws of Singapore. Such governing laws are exclusive of any provisions of the United Nations Convention on Contracts for Sale of Goods, including any applicable amendments, and without regard to principles of conflicts of law. If any provision of this License Agreement is found partly or wholly illegal or unenforceable, such provision shall be enforced to the maximum extent permissible, and remaining provisions of this License Agreement shall remain in full force and effect. A waiver of any breach or default under this License Agreement shall not constitute a waiver of any other prior or subsequent breach or default. This License Agreement is the complete and exclusive agreement between You and DigiCert relating to the Software and supersedes any previous or contemporaneous oral or written communications, proposals, and representations with respect to its subject matter.
- Additional Rights and Restrictions. Any additional rights or restrictions set forth in the Services Agreement for the applicable Services shall apply to the use of the Software, if applicable.