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.
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.
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.
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.
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.
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 PartyPrograms.
Warranty and Limitation of Liability.
Export Regulation. 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. Customer agrees to comply with all relevant laws and will not to export any Controlled Technology in contravention to U.S. law nor to any prohibited country, entity, or person for which an export license or other governmental approval is required.
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.
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.
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.