End-User Licence Agreement for Digiprove Software
IMPORTANT - READ CAREFULLY:
This End-User License Agreement ("EULA") is a legal agreement between Digiprove Ltd.
("Digiprove") and you ("Licensee") - together the "Parties", which provides for
your use of the Software.
The Software includes:
The Software excludes any software which is specifically described as "Open-Source" or as
containing Open-Source code. In this case, the terms of the licence will be described, and by
default the terms of the GNU GPL (General Public Licence) will apply. These terms may be
Software downloaded to the Licensee's computer from Digiprove's web-site,
including but not limited to:
- Digital Fingerprint Calculator - Java Applet
- Digital Fingerprint Calculator - Activex control
- Digital Fingerprint Calculator - Desktop
- Digiprove Certificate Validator
- Digiprove Autoprotect
- Brokerprove Document Filing
Digital images, logos, or other artistic works embedded in
Digiprove's web-site or in emails from Digiprove
- All supporting documentation
- Any updates or supplements to the original Software
By installing, copying, downloading, accessing, or otherwise using the Software, the Licensee agrees
to be bound by the terms of this EULA. If you, as the Licensee, do not agree to the terms of this EULA,
do not install or use the Software.
By installing, copying, downloading, accessing, or otherwise using the Software the Licensee also
agrees and acknowledges that this EULA may be periodically modified, and agrees to be
bound by such changes. Digiprove undertakes that at all times the latest applicable version will be
available for review at www.digiprove.com/eula.aspx, and that there will be at all times a pointer to this in
a prominent position in the subscriber's section of the Digiprove web-sites.
Should the Licensee have any questions concerning this EULA, or if the Licensee desires to contact
Digiprove for any reason, this can be done:
in writing to: Digiprove Ltd., 2 Castle Terrace, Malahide,
Co. Dublin, Ireland.
- From the "Support Contact" form available to Digiprove subscribers when logged in.
From the Digiprove open web-site "Contact Us" page.
- by sending an email to firstname.lastname@example.org using the Digiprove content-certified email service
1. SOFTWARE LICENCE
The Software is licensed, not sold.
1.1 Grant of Non-exclusive Licence
This EULA grants the Licensee the following non-exclusive rights:
Upon the Licensee's acceptance of this EULA, the Licensee may use the Software
licensed hereunder on one or more digital devices or computers.
The Licensee may be required to use the latest release or update of the Software
in order to continue using Digiprove's services.
The Licensee may print copies of documentation solely for use in connection with
the Licensee's authorized use of the Software as provided in this EULA.
1.2 Purpose of Use.
The Licensee may use the Software only for the purposes of using the Digiprove
services as a current Digiprove subscriber.
1.3 Reservation of Rights
All rights not expressly granted herein are reserved by Digiprove.
2 DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS
2.1 Limitations on Reverse Engineering, Decompilation, and Disassembly.
The Licensee shall not, and shall not allow any third party, to decompile, disassemble, reverse translate,
decompose, or in any other manner decode or otherwise reverse engineer the Software
in order to derive, reconstruct, discover or for any other reason, any
source code, underlying ideas, algorithms, file formats or programming by any
means whatsoever. In addition, the Licensee shall not remove any product identification,
copyright or other notices from the Software. The Licensee recognizes and agrees
that any use or attempted use in violation of this Section 2.1 will cause irreparable
harm to Digiprove, that there is no adequate remedy at law for such harm and that
Digiprove is therefore entitled to equitable relief (including, without limitation,
injunctions) in addition to any other legal remedies which might be available.
The terms of this Section 2.1 shall survive the expiration or termination of this
2.2 Intellectual Property Rights in the Software.
The Software is wholly owned by Digiprove, its suppliers, or its partners. This EULA does not
grant the Licensee any rights in connection with any trademark, patent, copyright, or service
mark of Digiprove. Except for the limited license granted to the Licensee in Section 1
above, this EULA does not grant the Licensee any rights in or to the Software.
All title and copyrights in and to the Software and any copies of the Software are
owned by Digiprove, its suppliers, or its partners. All title and intellectual property rights
in and to any third party content that may be accessed through use of the Software is the
property of the respective third party content owner and may be protected by applicable
copyright or other intellectual property laws and treaties. This EULA grants the Licensee
no rights to use any such third party content.
2.3 Rental or Resale.
The Licensee may not rent, lease, lend, sell, or resell the Software.
Without prejudice to any other rights, Digiprove may unilaterally
terminate this EULA and the rights granted to the Licensee hereunder upon written or electronic
notice to the Licensee. Such termination notice may be delivered to the Licensee electronically
as a message that the Licensee receives when using the Software. The rights granted
to the Licensee under this EULA shall also automatically terminate upon the Licensee's failure to
comply with the terms of this EULA.
3.1 Effect of Termination.
Upon termination of this EULA, the Licensee shall (1) immediately cease The Licensee's use of all
Software licensed to The Licensee hereunder; (2) either return to Digiprove or
destroy any and all copies or of the Software (including any related documentation)
or portions thereof that the Licensee has made or that are in the Licensee's possession (whether
modified or incorporated with or into other software or not), and (3) at the request
of Digiprove, certify in writing that the Licensee has complied with the requirements
of Sections 3.1(1) and (2). The Licensee shall have no right thereafter to use the Software
or any portion thereof in any manner whatsoever.
The Licensee acknowledges and agrees that termination of this EULA is not Digiprove's exclusive
remedy for the Licensee's breach hereof and that Digiprove shall be entitled to equitable
relief in addition to any remedies it may have hereunder or at law. Termination
of this EULA shall not relieve the Licensee of any obligations arising hereunder prior
to the date of termination.
4 INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION
The Licensee agrees to indemnify and hold harmless Digiprove from any and all loss, liability,
and expense (including reasonable legal fees and court costs) incurred by
Digiprove as a result of any claim, demand, or action brought against Digiprove
as a result of the Licensee's unauthorized use of the Software.
5 TECHNICAL SUPPORT SERVICES
Subject to the terms and conditions of this EULA, Digiprove may provide the Licensee with
support services related to the Software ("Support Services"). use of
Support Services is governed by the Digiprove policies and programs described
in the documentation supplied with the Software, in online documentation,
and/or in other Digiprove-provided materials. Any supplemental software code provided
to the Licensee as part of the Support Services shall be considered part of the Software
and shall be subject to the terms and conditions of this EULA. Any technical
information provided by the Licensee may be used by Digiprove free of charge in order to improve
its product and support development. Digiprove reserves the right at any time
to cease support of the Software and to alter the price structure, features,
specifications, capabilities, functions, terms or general availability thereof.
6 GOVERNING LAW
This EULA Shall be governed by the laws of Ireland.
Any dispute or claim arising out of or related to this EULA, or the interpretation,
execution, performance, breach or termination thereof, shall be finally settled by
binding arbitration conducted by the International Court of Arbitration under the
governance of the International Chamber of Commerce (http://www.iccwbo.org/court).
The arbitration proceedings and all pleadings and written evidence shall be in the
8 UNICITRAL EXCLUSION
The terms of the United Nations Convention on Contracts for the International
Sale of Goods [UNCITRAL] are excluded from this EULA.
9 AMENDMENTS, MODIFICATIONS, AND WAIVERS
The terms of this EULA may only be modified by Digiprove. Digiprove reserves the
right at any time to cease the support of the Software and to alter prices,
features, specifications, capabilities, functions, licensing terms, release dates,
general availability or other characteristics of the Software. No delay
or failure by Digiprove to exercise or enforce at any time any right or provision
of this EULA will be considered a waiver thereof or of Digiprove's right thereafter
to exercise or enforce each and every right and provision of this EULA. No single
waiver will constitute a continuing or subsequent waiver.
10 EQUITABLE RELIEF
The Licensee agrees that Digiprove will have the right to enforce this EULA and any of its
provisions by injunction, specific performance or other equitable relief without
prejudice to any other rights and remedies that Digiprove may have for a breach
of this EULA.
This EULA and the rights granted to the Licensee hereunder are not assignable or transferable
by the Licensee without the prior written consent of Digiprove, and any attempt to do so
without such consent shall be void. Digiprove may assign this EULA without consent
from the Licensee. The Licensee shall notify Digiprove of any transfer of all or substantially all
of the business or assets of the Licensee pertaining to the subject matter hereof, whether
by merger, operation of law, reorganization, acquisition or otherwise, and Digiprove
reserves the right to terminate or renegotiate the license(s) granted to the Licensee hereunder
if such change may affect the scope of the Licensee's use of the Software.
12 HEADINGS AND REFERENCES
The headings and captions used in this EULA are used for convenience only and
are not to be considered in construing or interpreting this EULA.
13 FORCE MAJEURE
Digiprove will not be liable for any failure or delay in performance under this
Agreement which is due to any event beyond its reasonable control, including without
limitation, fire, explosion, unavailability of resources, internet outages, labor
difficulties, war, riot, act of God, export control regulation, laws, judgements
or government instructions.
If any part of this EULA is found void and unenforceable, it will not affect the
validity of the balance of the EULA, which shall remain valid and enforceable
according to the terms.
15 ENTIRE AGREEMENT
This EULA and the Warranty, Warranty Disclaimers and Limitations on Liability
set forth below constitute the entire agreement between the Parties and replaces
and makes void any other oral or written agreement which may have been previously
entered into. Other terms modifying or making exception to the present EULA shall
be considered valid only if established in writing and signed by both Parties.
WARRANTY, WARRANTY DISCLAIMERS AND LIMITATIONS ON LIABILITY
1 Limited Warranty for the Software
Digiprove warrants that (1) the Software will perform substantially in
accordance with the accompanying written materials for a period of ninety (90)
days from the date of receipt and (2) any Support Services provided by Digiprove
shall be substantially as described in applicable written materials provided to
the Licensee by Digiprove. Should any failure of the Software result from the Licensee's
accident, abuse, misapplication, modification or any other unauthorized use, Digiprove
shall be relieved of any liability under the terms of this EULA whether such failure
occurs within the ninety (90) day warranty period or not, and the Licensee will be considered
to have materially breached this EULA.
1.1 The Licensee's Remedies
During the 90 day warranty period, the Licensee's exclusive remedies shall be, at Digiprove's
option, to either (a) receive a refund of the price paid for the Software,
if any, or (b) to have the Software repaired or replaced. Any claim by
made by the Licensee during the 90 day warranty period must be submitted to Digiprove in
writing, along with the subject Software and a copy of the Licensee's receipt therefor.
Any replacement Software provided to the Licensee pursuant to this Section 2 will
be warranted for the remainder of the original warranty period.
1.2 Validity and Accuracy
Digiprove does not warrant the accuracy of any product resold, loaned, leased
or otherwise transferred by the Licensee. The Licensee hereby acknowledges that the Software
is not fault tolerant; and is not designed, manufactured or intended for the use in
any applications not specifically covered by the terms of this EULA or the appropriate
2 NO OTHER WARRANTIES
The limited warranties provided in section 1 above are in lieu of all other warranties
and conditions, express or implied, and constitute the sole and exclusive warranties
of Digiprove with respect to the software and support services. Digiprove
specifically disclaims all other warranties and conditions, and the Licensee releases and
waives all warranties of any kind, express or implied, including, without limitation,
any implied warranties of merchantability, fitness for a particular use or purpose,
title, non-infringement, or any warranty arising under statute or otherwise in
law or from a course of dealing, course of performance or usage of trade. Except
as expressly warranted in this Agreement, the Software and Support Services
(if any) are provided "As is". Digiprove does not warrant that the Software
is error free, that the Licensee will be able to operate the Software without problems
or interruptions, or that the Software is not susceptible to intrusion,
attack or computer virus infection. Digiprove does not warrant that the functions
contained in the Software will meet the Licensee's requirements, or that the Software
will operate in any combination which may be selected by the Licensee, or that
any defects that may exist in the Software will be corrected. The Licensee shall
be solely responsible for the selection, use and suitability of the Software.
Digiprove makes no warranty, and the Licensee assumes the entire risk, as to the integrity
of the results, capabilities, suitability, use or performance of the Software. In no event
shall Digiprove be liable to the Licensee or any third party for any damages resulting from
or related to the use or performance of the Software.
3 LIMITATION OF LIABILITY AND REMEDY
To the maximum extent permitted by applicable law, in no event shall Digiprove
or its suppliers be liable for any special, incidental, punitive, indirect, or
consequential damages whatsoever (including, without limitation, damages for loss
of business profits, loss of savings, loss or inaccuracy or corruption of data,
business interruption, loss of business or personal information, or any other
pecuniary loss) arising out of the use of or inability to use the Software
or the provision of or failure to provide Support Services, even if Digiprove
has been advised of the possibility of such damages. This limitation applies whether
damages are sought, or a claim made, under this EULA or as a tort claim (including
negligence and strict product liability), a contract claim, or any other claim.
This limitation cannot be waived or amended by any person. In any case, Digiprove's
entire liability under any provision of this EULA shall be limited to the greater
of the amount actually paid by the Licensee for the Software or Euro 5.00. The
Licensee understands and acknowledges that Digiprove is not responsible for, and will
have no liability for, hardware, software, or other items or any services provided by
any persons other than Digiprove.