Centrify(R) End User License Agreement (EULA)
THIS AGREEMENT (THIS "AGREEMENT") CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A LEGAL ENTITY THAT WILL USE THE PRODUCT AND THAT YOU REPRESENT AS AN EMPLOYEE OR AUTHORIZED AGENT) AND CENTRIFY CORPORATION ("CENTRIFY") WITH RESPECT TO THE SOFTWARE AND/OR SUBSCRIPTION SERVICE IDENTIFIED BELOW. BY INSTALLING, COPYING, DOWNLOADING OR OTHERWISE ACCESSING THE SOFTWARE OR SUBSCRIPTION SERVICE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CENTRIFY IS UNWILLING TO GRANT YOU ANY RIGHTS TO USE THE SOFTWARE OR SUBSCRIPTION SERVICE. IN SUCH EVENT, YOU MAY NOT USE THE SOFTWARE OR SUBSCRIPTION SERVICE, AND YOU SHOULD PROMPTLY DESTROY ALL COPIES OF THE SOFTWARE AND ACCOMPANYING DOCUMENTATION (THE "DOCUMENTATION"), OR NOTIFY CENTRIFY TO OBTAIN INSTRUCTIONS ON RETURN OF THE UNUSED SOFTWARE IN ACCORDANCE WITH ITS RETURN POLICIES. OTHER THAN A MUTUAL NON-DISCLOSURE AGREEMENT IF APPLICABLE, THIS REPRESENTS THE ENTIRE AGREEMENT BETWEEN YOU AND CENTRIFY. NO OTHER AMENDMENTS OR PRECEDING AGREEMENTS ARE APPLICABLE WITHOUT A SIGNATURE FROM AN AUTHORIZED REPRESENTATIVE OF BOTH PARTIES.
THE SOFTWARE IS PROTECTED BY COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES. THE SOFTWARE IS LICENSED, NOT SOLD.
SOFTWARE. As used in this Agreement, "Software" means the software that comprises the Centrify suite of products or any portion thereof or any software development kit related thereto, including the software identified in the Patent or Trademarks paragraph below, in the form licensed to you by Centrify for general commercial use, for Express Use, or for Evaluation Use, as applicable, together with any updates and modifications to the foregoing, if any, provided to you by Centrify. The Software is licensed solely in machine-readable object code format. This Agreement applies to all versions of the Software already installed or used by you, including prior versions of the Software, and you agree that this Agreement amends and supersedes prior versions of the end user license agreement applicable to such prior versions of the Software.
DOCUMENTATION. As used in this Agreement, "Documentation" means the end user documentation made generally available by Centrify for use with the Software, whether published on-line or provided in hard copy. Documentation shall include any updated Documentation that Centrify provides with updates.
GENERAL COMMERCIAL USE. In the event that the Software is licensed for general commercial use, subject to your payment to Centrify or an authorized Centrify Reseller of an applicable license fee, Centrify hereby grants to you a personal, nonexclusive, nontransferable license, without right of sublicense, to install, use and execute the Software. You may install, use and execute the component(s) of the Software on that number and type of applications and computers for which you have paid Centrify or an authorized Centrify Reseller a license fee. The manner of calculating the type and number of applications and computers shall be determined by the operation and configuration of the Software, the terms of the Documentation, and/or Centrify's standard practices, unless otherwise agreed in a fully executed agreement between you and Centrify or an authorized Centrify Reseller.
EXPRESS USE. In the event that the Software is licensed only for Express Use, the terms of this paragraph shall apply. Centrify hereby grants you a personal, nonexclusive, nontransferable license, without right of sublicense, to install, use and execute the Software on up to two hundred (200) physical and/or virtual UNIX or Linux servers and workstations total. This exclusion does not apply to Macintosh workstations or servers. Education and non-profit Customers may use and execute the Software on up to four hundred (400) physical and/or virtual UNIX or Linux servers and workstations total. Your license to use the Software commences on receipt, download or other acquisition of the Software. The Software licensed for Express Use may include disabled features that require additional fees and conditions to use. The Software may employ a restriction mechanism, which restricts the program to a limited working time, a specific set of features and/or a specific number of users or systems. This restriction mechanism and the manner in which it enforces the restriction is maintained in confidence by Centrify as a trade secret, and you may not publish, disclose or reveal it. You agree that you will not do anything to circumvent or defeat the restriction mechanism.
EVALUATION USE. In the event that the Software is licensed only for Evaluation Use, the terms of this paragraph shall apply. Centrify hereby grants you a personal, nonexclusive, nontransferable license, without right of sublicense, to install, use and execute the Software. Your license to use the Software commences on installation of the Software and, unless you and Centrify or an authorized Centrify Reseller agree to a different period, will terminate after a period of 30 days (the "Evaluation Period"). You may use the Software for an unlimited number of users and systems during the Evaluation Period. Software licensed for Evaluation Use will automatically disable itself at the end of the Evaluation Period, as it employs a restriction mechanism, which restricts the program to a limited working time. This restriction mechanism and the manner in which it enforces the restriction is maintained in confidence by Centrify as a trade secret, and you may not publish, disclose or reveal it. You agree that you will not do anything to circumvent or defeat the restriction mechanism.
SOFTWARE DEVELOPMENT KIT. To the extent the Software is comprised of a software development kit ("SDK"), the terms of this paragraph shall apply. Centrify grants you a personal, nonexclusive, nontransferable license, without right of sublicense, to install, use and execute such SDK in connection with your permitted use of the Software. Applications created from the SDK that use location-based APIs for real-time route guidance MUST NOT BE USED FOR ANY EMERGENCY OR LIFE SAVING PURPOSES DUE TO THEIR INACCURACY. REAL TIME LOCATION DATA ACCESSED VIA THESE APPLICATIONS MAY BE INACCURATE OR INCOMPLETE. YOUR USE OF THESE APPLICATIONS IS AT YOUR SOLE RISK. You shall not use the SDK to create applications for nuclear energy equipment, air traffic control, the operation of critical communication system, public transportation control, life support devices, or other ultra-hazardous uses where failure of the application to perform would be reasonably expected to cause deaths, injuries or severe physical property or environmental losses. Any attempt to do so shall be at your sole risk, and shall be deemed as a material breach under this Agreement.
SUBSCRIPTION SERVICE. In the event that the Software is being made available to you through the operation of an on-line service operated by Centrify (the "Subscription Service"), then, notwithstanding any other provision in this Agreement, all references to "license," "licensed," etc. are intended to be interpreted as a grant of a right to use the Software through the Subscription Service rather than a software license. In such event, subject to your payment to Centrify or an authorized Centrify Reseller of an applicable subscription fee for the Subscription Service, and subject to the terms and conditions of this Agreement, Centrify grants you a personal, nonexclusive, nontransferable right, without the right to sublicense, to use the Subscription Service. You may use the Subscription Service as to that number and type of applications, users and computers for which you have paid Centrify or an authorized Centrify Reseller a subscription fee. The manner of calculating the type and number of applications, users and computers shall be determined by the operation and configuration of the Subscription Service, the terms of the Documentation, and/or Centrify's standard practices, unless otherwise agreed in a fully executed agreement between you and Centrify or an authorized Centrify Reseller. Centrify does not warrant that the Subscription Service will perform without interruption. Centrify will have planned maintenance window downtimes throughout the year during non-peak usage periods. Centrify will notify all Customers at least seventy-two (72) hours in advance of those planned outages. Centrify may at times perform emergency maintenance. When this occurs, Centrify will use commercially reasonable efforts to notify you at least twenty-four (24) hours in advance if you have opted in to those types of communications.
IOS APP USE. You acknowledge that the EULA is between you and Centrify Corporation only and not with Apple. All terms of the App Store remain in effect. You may use the licensed application on any iPhone, iPad or iPod touch that you own or control and as permitted by the usage rules set forth in the App Store Terms of Service. Centrify and you acknowledge and agree that Apple, and Apple's subsidiaries, are third party beneficiaries of the EULA, and that, upon the end-user's acceptance of the terms and conditions of the EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce the EULA against the end-user as a third party beneficiary thereof.
RESTRICTIONS. The rights granted herein are subject to the following restrictions: (i) you may not copy (except for back-up purposes), modify, port, adapt, translate, localize, reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code of the Software, except and only to the extent that it is expressly permitted by the law in effect in the jurisdiction in which you are located notwithstanding this limitation; (ii) you may not create derivative works based on the Software; (iii) you may not remove any patent, trademark, copyright, trade secret or other proprietary notices or labels on the Software or Documentation; (iv) you may not transfer, lease, assign, sublicense, pledge, rent, share or distribute the Software or Subscription Service or make them available for timesharing, service bureau or on-line use, unless previously agreed to in writing by Centrify; (v) you may not disclose the results of any performance, functional or other evaluation or benchmarking of the Software or Subscription Service to any third party without the prior written permission of Centrify; (vi) you may not use the Software or Subscription Service if you are a competitor of Centrify; and (vii) you may not disclose or discuss your experience with the Software or Subscription Service with any competitor of Centrify. In addition, you may not deploy the Software or Subscription Service in any virtual or gateway-based (i.e., jump box) architecture unless you have purchased a license for all computers and devices (physical or virtual) that are managed from or by the gateway-based solution, as well as a separate license for the gateway-based solution itself and you shall not be entitled to redistribute or otherwise transfer licenses for Unix/Linux systems to zLinux systems.
YOUR RESPONSIBILITIES. You are responsible for all activity occurring under your user accounts including, but not limited to those that access Centrify.com and related Centrify websites and user portals, and for abiding by all applicable local, national and international laws. You are responsible for all activity occurring under your user accounts and for abiding by all applicable local, national and international laws. You are required to immediately notify Centrify of any unauthorized use of any password or account or if you become aware of any other breach of any of the terms of this Agreement. You are responsible for the quality, accuracy and integrity of any data and other information that you submit to Centrify in the course of using the services. Centrify will not be responsible for any corrections, deletions, or damage to your data.
FEES. In the event that the Software is licensed for general commercial use or made available to you through the Subscription Service, you shall pay to Centrify or an authorized Centrify Reseller the fees due as stated on the Sales Quotation in accordance with the terms therein. The fees do not include local, state or federal sales, use, value-added, excise or other similar taxes or duties and any such taxes shall be assumed by you except those taxes based on the net income of Centrify or an authorized Centrify Reseller.
SOFTWARE. If you receive your first copy of the Software electronically, and a second copy on physical media, the second copy may be used for archival purposes only. This Agreement does not grant you any right to receive, or any license to, any enhancement or update of the Software, or any other Centrify software, except as provided in the Maintenance and Technical Support paragraph below.
TITLE. The Software and Documentation are confidential and proprietary information of Centrify and/or its suppliers. Title, ownership rights, and intellectual property rights in and to the foregoing shall remain with Centrify and/or its suppliers. The Software and Documentation are protected by the copyright laws of the United States and international copyright treaties. Title, ownership rights, and intellectual property rights in and to the data accessed through the Software are the property of the applicable data owner and may be protected by applicable copyright or other law. This Agreement does not convey to you an interest in or to the Software or the Subscription Service, but only grants you a limited right of use, which may be revocable in accordance with the terms of this Agreement.
MAINTENANCE AND TECHNICAL SUPPORT. Customer agrees to purchase Maintenance for the initial maintenance period for each unit of Software licensed for General Commercial Use pursuant to this Agreement. Maintenance can be renewed annually in advance of the maintenance period. In consideration of Customer's payment of the applicable Maintenance Fee and subject to the terms and conditions of this Agreement, during the term of this Agreement, and for so long as Centrify provides Maintenance for the Software, Centrify will make the Maintenance program purchased available to Customer. Such right to purchase Maintenance shall not be transferable by Customer except to Affiliates. Current maintenance and support offerings can be found at http://www.centrify.com/support/support_plans.asp. Centrify reserves the right to alter its standard Maintenance Policy from time to time, but will not reduce the level of Maintenance for which a Maintenance Fee has been paid. Any such changes will be communicated to Licensee if they chose to opt-in for these maintenance updates. In the event of a lapse of maintenance, Customer may purchase maintenance by paying the corresponding maintenance fee, including any reactivation fee as outlined in the table below. You understand that Centrify may update the Software at any time. You may decide whether to install updates to the Software unless Centrify expressly notifies you that a particular update is mandatory; provided, however, that all updates to Subscription Service will be mandatory without any requirement of notice.
Period of Time Lapsed Reactivation Fee
0-6 Months 25% of Annual Maintenance Fee previously due
6-12 Months 50% of Annual Maintenance Fee previously due
Over 12 Months 100% of Annual Maintenance Fee previously due
INTELLECTUAL PROPERTY & DATA. Title to, and all intellectual property rights in, the data remain your property. However, your access to the data using Centrify software is contingent on full payment of the Centrify License or Subscription Fee. You must maintain copies of all data inputted into the Software. Centrify adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of data. Centrify expressly excludes liability for any loss of data no matter how caused.
INTELLECTUAL PROPERTY INDEMNITY
Generally. Except for claims arising during the evaluation period or for Customers using Express products, Centrify will defend, indemnify and hold Customer harmless against any claim brought by a third party to the extent it alleges that the Software or the Subscription Service directly infringes any United States patent, copyright or trademark, or misappropriates any trade secret, of that third party (a "Claim"), and will pay all costs, damages and expenses (including reasonable legal fees) finally awarded against Customer by a court of competent jurisdiction or agreed to in a written settlement agreement signed by Centrify arising out of such Claim; provided that: (i) Customer gives Centrify prompt written notice upon learning of a Claim or potential Claim; (ii) Centrify may assume sole control of the defense of such Claim and all related settlement negotiations; and (iii) Customer reasonably cooperates with Centrify, at Centrify's request and expense, in the defense or settlement of the Claim, including the provision of all assistance, information and authority reasonably requested by Centrify. Notwithstanding the foregoing, Centrify shall have no liability for any claim of infringement based on (a) the use of a superseded or altered release of the Software if the infringement would have been avoided by the use of a current unaltered release of the Software, provided to Customer by Centrify without additional charge (other than fees paid for Maintenance, if any), (b) the modification of the Software by anyone other than Centrify or its agents, (c) the use of the Software or Subscription Service other than in accordance with the Documentation and this Agreement, or (d) the combination of the Software or Subscription Service with other software or hardware not provided by Centrify, where the combination causes the infringement and not the Software or Subscription Service standing alone.
Additional Remedies. If the Software or Subscription Service, or any material portion thereof, is held by a court of competent jurisdiction to infringe, or if Centrify believes that the Software or Subscription Service may be subject to a Claim or held to infringe, Centrify shall in its commercially reasonable judgment and at its expense (a) replace or modify the Software or Subscription Service so as to be non-infringing, provided that the replacement software or service contains substantially similar functionality; or (b) obtain for Customer the rights to continue using the Software or Subscription Service; or (c) if non-infringing software or the rights to use the Software or Subscription Service cannot be obtained upon commercially reasonable terms, terminate the Software License for the affected Software or the right to use the affected Subscription Service. Upon any such termination of the Software License, upon return of the Software by Customer or certification of its destruction, Centrify shall refund a pro-rated portion of the License Fee paid for such Software, depreciated on a five-year straight-line basis, and the unused portion of any prepaid Maintenance Fees that directly relate to such Software for the year in which such remedy is exercised. Upon any such termination of the right to use the affected Subscription Service, Centrify shall refund any prepaid and unused amounts paid for the Subscription Service.
Exclusive Remedy. This INTELLECTUAL PROPERTY INDEMNITY section sets forth Customer's exclusive remedy, and Centrify's entire liability, with respect to infringement or misappropriation of intellectual property rights of any kind arising out of this Agreement.
SERVICE AVAILABILITY & SUPPORT. You understand that Centrify uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service. In the event of a service outage Centrify will not and cannot be held liable for data loss, but will act promptly to restore customer system access. Centrify performs weekly full back ups, daily incremental back ups, and continuous replication of the data to disaster recovery site. You understand that the technical processing and encrypted transmission of the Service, including your data, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
WARRANTIES AND REMEDIES
Software Warranty. Centrify warrants to Customer that, for a period of thirty (30) days from the Delivery Date, the Software will perform in material conformity with the functions described in the Documentation when operated on the supported platform and that the Software will not contain any malicious codes or devices that are designed to be used to restrict, disable, damage, destroy or otherwise shut down or alter the functionality of, specifications for, or access to, all or any portion of the licensed Software. Centrify does not warrant that the Software is free of errors or "bugs" or that it will perform without interruption. Centrify will use commercially reasonable efforts to remedy any material non-conformity with respect to the Software that is discovered and made known to Centrify by Customer during the period of the warranty. In the event Centrify is unable to remedy the non-conformity and such non-conformity materially affects the functionality of the Software, Customer may promptly terminate the Software License applicable to the non-conforming Software and return such Software to Centrify. In such event, Customer will (a) receive a refund of the License Fee and Maintenance Fee paid with respect to such Software and, (b) in the case of an Update, receive a refund of any prepaid and unused amounts paid for Maintenance that directly relates to such Software. If Customer elects to terminate its Software License with respect to any Update, it may continue its Software License to the prior version of the Software, subject to the provisions of INTELLECTUAL PROPERTY INDEMNITY - General Section, or as may otherwise be agreed to in writing between the parties. The foregoing shall constitute the exclusive remedy of Customer, and Centrify's entire liability, with respect to any breach of this WARRANTIES AND REMEDIES - Software Warranty Section.
Subscription Service Warranty. Centrify warrants to Customer that, for a period of thirty (30) days from the Delivery Date, it will provide the Subscription Service in a professional manner and in accordance with generally prevailing standards. Centrify does not warrant that the Subscription Service will perform without interruption. In the event of any breach of this warranty, Customer may promptly terminate its rights to the Subscription Service. In such event, Customer will receive a refund of any prepaid and unused portion of the Subscription Service Fee paid with respect to such Subscription Service. The Subscription Service uses Applications that use location-based APIs for real-time route guidance and MUST NOT BE USED FOR ANY EMERGENCY OR LIFE SAVING PURPOSES DUE TO THEIR INACCURACY. REAL TIME LOCATION DATA ACCESSED VIA THESE APPLICATIONS MAY BE INACCURATE OR INCOMPLETE. YOUR USE OF THESE APPLICATIONS IS AT YOUR SOLE RISK. You shall not use the Subscription Service Applications for nuclear energy equipment, air traffic control, the operation of critical communication system, public transportation control, life support devices, or other ultra-hazardous uses where failure of the application to perform would be reasonably expected to cause deaths, injuries or severe physical property or environmental losses. Any attempt to do so shall be at your sole risk, and shall be deemed as a material breach under this Agreement. The foregoing shall constitute the exclusive remedy of Customer, and Centrify's entire liability, with respect to any breach of this Subscription Service Warranty Section.
Disclaimers. Centrify does not warrant that (i) the Software or Subscription Service will meet Customer's requirements, (ii) the Software or Subscription Service will operate in combination with other hardware, software, systems or data not provided by Centrify (except as expressly specified in the Documentation), (iii) the operation of the Software or Subscription Service will be uninterrupted or error-free, or (iv) all Software errors will be corrected; provided, however, that if Customer is current on Maintenance Fees, Centrify shall be obligated to provide Maintenance. THE WARRANTIES STATED IN THIS WARRANTIES AND REMEDIES SECTION ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND QUALITY OF SERVICE. NO WARRANTIES SHALL ARISE UNDER THIS AGREEMENT FROM COURSE OF DEALING OR USAGE OF TRADE. CENTRIFY DOES NOT WARRANT THAT THE SOFTWARE, DOCUMENTATION OR SUBSCRIPTION SERVICE IS FREE OF THIRD PARTY CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR THE SELECTION OF THE SOFTWARE OR SUBSCRIPTION SERVICE TO ACHIEVE CUSTOMER'S INTENDED RESULTS, AND FOR THE OPERATION, USE AND RESULTS OF THE SOFTWARE OR SUBSCRIPTION SERVICE.
DISCLAIMER OF WARRANTIES. EXCEPT AS PROVIDED IN THIS AGREEMENT, THE SOFTWARE AND SUBSCRIPTION SERVICE ARE PROVIDED TO YOU AS IS AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY CENTRIFY OR ITS SUPPLIERS, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SOFTWARE OR SUBSCRIPTION SERVICE, INCLUDING WARRANTIES OR CONDITIONS OF TITLE, QUALITY, PERFORMANCE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. CENTRIFY AND ITS SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE OR SUBSCRIPTION SERVICE WILL MEET YOUR NEEDS OR BE FREE FROM ERRORS, OR THAT THE OPERATION OF THE SOFTWARE OR SUBSCRIPTION SERVICE WILL BE UNINTERRUPTED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE PRODUCTS. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU. NOT WITHSTANDING THE FORGOING, IF SOFTWARE IS LICENSED FOR EXPRESS OR EVALUATION USE, SUCH SOFTWARE IS PROVIDED AS IS WITH NO WARRANTY.
LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE PROVIDED IN THE INTELLECTUAL PROPERTY INDEMNITY - GENERALLY SECTION, IN NO EVENT WILL CENTRIFY OR ITS THIRD PARTY LICENSORS BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES BY CUSTOMER. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, DATA OR USE, INCURRED BY THE OTHER PARTY OR ANY THIRD PARTY UNDER THIS AGREEMENT, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Centrify and its suppliers' cumulative liability to you or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement shall not exceed the fees paid by you to Centrify or an authorized Centrify Reseller for use of the Software or Subscription Service during the twelve (12) month period prior to the date when a claim for damages is first made, and if such damages relate to particular Software or Subscription Service, such liability shall be limited to fees paid for the relevant Software or Subscription Service giving rise to the liability during the twelve (12) month period prior to the date when a claim for damages is first made, if any, or $50, whichever is greater. In the case of Software that is delivered free of charge, Centrify and its suppliers shall have no liability whatsoever to you or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement.
EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES. CENTRIFY AND ITS SUPPLIERS WILL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY CLAIMANT FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, WHETHER BASED ON CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.
SPECIAL PROVISIONS REGARDING OPEN SOURCE AND THIRD PARTY SOFTWARE. The Software may contain or be distributed with third party software covered by an open source software license ("Open Source Software") or other third party software ("Third Party Software") covered by a different license. If Open Source Software is included the terms and conditions of this license do not apply to the Open Source Software. If Third Party Software is included the terms and conditions of this license may not apply to Third Party Software. Information concerning the inclusion of the Open Source Software and Third Party Software, if any, and the notices, license terms and disclaimers applicable to such software is contained in the About Box and/or Administrator Guide.
CENTRIFY VULNERABILITY DISCLOSURE AND REMEDIATION POLICY. All vulnerabilities in Centrify products will be disclosed to customers who have opted in to Centrify support announcements in a vulnerability notice no later than two (2) business days after the initial report to Centrify, regardless of the existence or availability of a patch or workaround.
Centrify monitors CERT Advisories and assesses the impact of such advisories on third party and open source code incorporated into Centrify products. Where an advisory relates to source code incorporated into a Centrify product, within five (5) business days of receipt of such advisory, Centrify will create a vulnerability notice, post it on its support portal and notify all customers who have opted in for email updates from Centrify.
Centrify will make commercially reasonable efforts to resolve the issue or provide a workaround in the shortest time possible commensurate with the likelihood of the vulnerability's exploitation and begin working on a fix within 24 hours.
CUSTOMER SECURITY NOTIFICATION & REPORTING. In the event that a customer discovers a vulnerability that affects the confidentiality, integrity or the availability of the service, software or data, they are to immediately contact Centrify and provide the pertinent details required to recreate the vulnerability. The Centrify Information Security team may reach out to the reporting customer to gather additional details required to recreate the vulnerability. If a vulnerability is confirmed then the "Centrify Vulnerability Disclosure and Remediation Policy" will take effect immediately. To report a security issue email email@example.com or call +1 (669) 444-5200 and select Option 2.
TERMINATION. Your right to use the Software or Subscription Service continues until terminated. This Agreement will terminate automatically if you fail to comply with any term hereof. No notice shall be required from Centrify to effect such termination. You may also terminate this Agreement at any time by notifying Centrify in writing of termination. On termination, you must destroy all copies of the Software and cease all use of the Subscription Service. Your obligation to pay accrued charges and fees shall survive any termination of this Agreement.
COMMUNICATION. By registering or downloading the Software or by using the Subscription Service, you make the registered e-mail address available to receive information about Centrify Corporation and our products. To remove yourself from this mailing list, please visit: http://www.centrify.com/account/unsubscribe.asp
ASSIGNMENT. Neither this Agreement nor any rights granted hereunder may be sold, leased, assigned, or otherwise transferred, in whole or in part, by you, whether voluntary or by operation of law. Any such attempted assignment shall be void and of no effect without the prior written consent of Centrify. The foregoing shall not prohibit or restrict Centrify from assigning this Agreement in connection with a merger, assignment, sale of assets or similar change of control transaction, or from assigning its rights or delegating its duties under this Agreement to an affiliate.
ENTIRE AGREEMENT. This Agreement represents the complete agreement concerning this license and supersedes (i) all prior agreements and representations with respect to its subject matter; (ii) prevails over any conflicting or additional terms of any order, acknowledgment, or similar communication between the parties; and (iii) no provision, term or condition of any purchase order or other business form employed by you will supersede the terms and conditions of this Agreement. It may be amended only by a writing executed by both parties.
SEVERABILITY. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force.
GOVERNING LAW. This Agreement and all matters arising out of or relating to this Agreement shall be governed by the laws of the State of California, excluding its conflict of law provisions. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act are specifically excluded from application to this Agreement. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Northern District of California and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prevents either party from seeking injunctive relief in an appropriate or applicable forum.
CERTIFICATION. Centrify may request a report of your deployment of the Software on a semi-annual basis to verify compliance with this Agreement. You shall provide Centrify or an authorized representative with the report when requested. If such certification reveals that you have utilized more licenses of the Software than you have purchased license(s) for, you shall promptly pay to Centrify or an authorized reseller such fees at the prices previously agreed to for those additional licenses.
LEGAL AND EXPORT COMPLIANCE. You shall comply fully with all international and national laws and regulations that apply to the Software and Documentation and to your use thereof, including, but not limited to, the U.S. Export Administration Regulations, end-user, end-use and destination restrictions issued by U.S. and other governments. Without limiting the generality of the foregoing, you expressly agree that you shall not, and shall cause your representatives to agree not to, export, directly or indirectly, re-export, divert, or transfer the Software and Documentation or any direct product thereof to any destination, company or person restricted or prohibited by U.S. laws or regulations or laws or regulations of any other applicable jurisdiction. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
FORCE MAJEURE. Centrify and its suppliers shall not be liable in any respect for failures to perform hereunder due wholly or substantially to the elements, acts of God, labor disputes, acts of terrorism, acts of civil or military authority, fires, floods, epidemics, quarantine restrictions, armed hostilities, riots and other unavoidable events beyond the control of Centrify or its suppliers, and the time for performance of obligations hereunder by Centrify or its suppliers subject to such event shall be extended for the duration of such event.
U.S. GOVERNMENT LICENSE RIGHTS. The Software and Documentation covered by this Agreement are "Commercial Item(s),"as that term is defined at 48 C.F.R. 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. 12.212 or 48 C.F.R. 227.7202, as applicable. Consistent with 48 C.F.R. 12.212 or 48 C.F.R. 227.7202-1 through 227.7202-4, as applicable. if the Software and Documentation is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end-users (a) only as Commercial Items and (b) with only those rights as are granted to all other end-users pursuant to the terms and conditions herein. Any unpublished rights are reserved under the copyright laws of the United States.
PATENTS. Centrify software is protected by one or more of the following U.S. Patents: 8,321,523, 8,024,360, and 7,591,005.
TRADEMARKS. Centrify (r), DirectControl(r), DirectAuthorize(r), DirectAudit(r), DirectSecure(r), DirectControl Express(r) Centrify User Suite(tm), Centrify Server Suite(tm), Centrify for Mobile (tm), Centrify for SaaS (tm), Centrify for Mac (tm), DirectManage (tm), Centrify Suite (tm), Centrify Express (tm), DirectManage Express(tm) are registered trademarks of Centrify Corporation.
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Last modified: August 6, 2014 PL 004-2014-08-06
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