SECURECO END USER LICENSE AGREEMENT

This end user license agreement (“Agreement”)  is a contractual agreement between you (“you” or “your”) and SecureCo, Inc. (“SecureCo”),  and provides  the terms under which SecureCo  licenses access to its CONNECT Software Defined Network software, including  where relevant, protocols, updates and upgrades (“Products”) to  you,  whether supplied by SecureCo or any of its party distributors, resellers or partners.  Any support is provided under a separate agreement.

1. Acceptance.  By downloading,  installing, copying, accessing or using the Products you agree that this Agreement will exclusively govern SecureCo’s license and your use of the Products unless you have a separate applicable written agreement with SecureCo which governs SecureCo’s license and your use of the Products.

2. Term.  This Agreement will be continue in full force and effect until terminated by either party pursuant to Section 13. 

3. Restrictions on Use.  You shall not use the Products for any purposes beyond the scope of the licenses granted in this Agreement.  Without limiting the foregoing, and unless expressly set forth herein, you shall not at any time, and shall not permit others to: (i) use the Products in any manner to develop, produce, market or support technology that competes with the Products or that provides any functionality, analysis, analytics, or outputs similar to the Products; (ii) copy, modify, create derivative works of, or otherwise alter the Products, in whole or in part, and any alterations made or suggested for the Products by you will be the exclusive property of SecureCo, together with all rights therein; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Products (iv) incorporate the Products into any other software or other material that is distributed or licensed under any reciprocal license or any contract or license that is substantially similar to any license identified or understood by one of skill in the art to be an “open source license” or otherwise rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Products, without express written permission from SecureCo; (v) combine or integrate the Products with any materials, services, software, or other technology not authorized by SecureCo; or (vi) use the Products in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person or that violates any applicable law. 

4. Title.  SecureCo retains all right, title, and interest to the Product.  The Product will remain personal property of SecureCo and will not become part of any real property by annexation or otherwise.  You will not offer, loan, encumber, sell, or otherwise transfer the Product to any third party.

5. Intellectual Property Rights.  All rights to patents, copyrights, trademarks, trade secrets and other proprietary rights relating to the Product and resulting from any Product testing under this Agreement, including any derivative works of the Products, are and will remain vested in SecureCo, and you agree to assign and hereby does assign all such rights to SecureCo.  You will not use SecureCo’s patents, copyrights, trademarks, trade secrets or other intellectual property in any way except as provided in this Agreement.

6. Grant of Licenses.  SecureCo grants you a limited, revocable, non-transferable, non-exclusive, non-sublicensable license during the Term to install and use the Products in object code form for your personal use.

7. Confidentiality of Information.  SecureCo regards information pertaining to the Products to be proprietary and confidential.  You will protect the confidentiality of such information until such information becomes public by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of such information as you use to protect its own confidential information of a like nature.  You will maintain in confidence this Agreement and any reports and results obtained pursuant to this Agreement.

8. Product Disablement.  Upon termination of this Agreement under Section 13, you will promptly disable and uninstall any Products and return to SecureCo any derivative works of the Products.

9. Disclaimer of Warranties.  YOU ACKNOWLEDGE THAT THE PRODUCTS ARE PROVIDED “AS IS” AND ASSUMES ALL RISKS FOR USE OF THE PRODUCTS DURING THE TERM.  SECURECO MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND WITH RESPECT TO THE PRODUCTS, AND SECURECO SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

10. Limitation of Liability.  SECURECO WILL NOT BE RESPONSIBLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES TO YOU OR ANY THIRD PARTIES, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, ARISING OUT OF ANY USE OF THE PRODUCTS OR ANY PERFORMANCE UNDER THIS AGREEMENT. 

11. Indemnity.  You will defend, indemnify, and hold harmless SecureCo from all claims, losses, costs, damages, expenses (including attorneys’ fees), and other liabilities arising out of your use or possession of the Products, to the fullest extent permitted by law.

12. Assignment.  You may not assign or otherwise transfer any rights or obligations under this Agreement without the prior written consent of SecureCo.

 

13. Termination.  If you fail at any time to comply with this Agreement, SecureCo may terminate this Agreement immediately.  Further, either party may terminate this Agreement without cause on 15 days prior written notice.  The rights and responsibilities of the parties pursuant to sections 3, 4, 5, 7, 9, 10, 11, 14 and 15 of this Agreement will survive the expiration or earlier termination of this Agreement.

 

14. Export Control Laws.  The Products are subject  to applicable  export  control laws and regulations  of the United  States and other countries  and you agree to comply with them. You represent  and warrant that you: (i) will not, directly or indirectly, export or re-export the Products  to, or use the Products  in, countries subject to U.S. embargoes  or trade sanctions programs, unless authorized  by U.S. export  licenses  or other  government  authorizations; (ii) are not a party, nor will you export or re-export to a party, identified on any government export exclusion lists, including but not limited to the U.S. Denied Persons, Entity, and Specially Designated Nationals Lists; and (iii) will not use the Products for any purposes  prohibited  by United States law, including  but without limitation, the development,  design, manufacture or production of nuclear, missile, chemical, biological weaponry or other weapons of mass destruction

 

15. Governing Law.  This Agreement is governed by and will be performed and enforced under the laws of the State of Delaware.