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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:
  • 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
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 inspected here.

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 support@digiprove.com 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 EULA.

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.


3 TERMINATION.
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.

3.2 Remedies.
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.


7 ARBITRATION
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 English language.


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.


11 ASSIGNMENT
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.


14 SEVERABILITY
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 Documentation.


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.