Software Evaluation and License Agreement
IDEMIA France SAS
PLEASE CAREFULLY READ THIS SOFTWARE EVALUATION AND LICENSE AGREEMENT (THE "LICENSE AGREEMENT") BEFORE USING THE APPLICATION, SDK OR OTHER SOFTWARE CONTAINED IN THE DOWNLOADABLE FILES (THE "SOFTWARE"). BY TICKING THE CONSENT BOX, OR OTHERWISE DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU AGREE THAT YOU ARE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, AS THESE TERMS ARE UPDATED FROM TIME TO TIME.
THIS LICENSE AGREEMENT IS ENTERED INTO BY AND BETWEEN IDEMIA FRANCE (“IDEMIA” OR "Licensor") AND THE PERSON AGREEING TO THIS LICENSE AGREEMENT ("Licensee") AND GOVERNS YOUR USE OF THE SOFTWARE. THIS LICENSE AGREEMENT IS EFFECTIVE AS OF THE DATE YOU FIRST DOWNLOAD THE SOFTWARE. CONSENT TO THIS LICENSE AGREEMENT AS UPDATED FROM TIME TO TIME IS REQUIRED AS A CONDITION TO PROCEEDING WITH THE DOWNLOAD, INSTALLATION AND/OR USE OF THE SOFTWARE. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE.
License Grant. Subject to Licensee’s compliance at all times with the terms and conditions of this License Agreement, Licensor hereby grants to Licensee a personal, non-sublicenseable, non-transferable, non-exclusive and terminable license to install and use one (1) copy of the Software on a single computer or device that Licensee owns or controls solely (i) for Licensee’s personal use and evaluation, (ii) as intended through the intended functionality of the Software, and (iii) in accordance with the terms and conditions of this License Agreement. Any copy of the Software provided to Licensee under this License Agreement is licensed, not sold, to Licensee by Licensor. All rights relating to the Software that are not expressly licensed in this License Agreement, whether now existing or which may hereafter come into existence are reserved by Licensor. Licensee shall not remove, obscure, or alter any proprietary rights notices (including without limitation copyright and trademark notices) which may be affixed to or contained within the Software. NOTHING HEREIN PERMITS LICENSEE TO RESELL, DISTRIBUTE OR COMBINE THE SOFTWARE FOR RESALE OR DISTRIBUTION.
Use of the Software, Content, Trademarks, Ownership, License Restrictions.
2.2 The trademarks, service marks, and logos (the "Trademarks") of IDEMIA that are used and displayed in connection with the Software are registered and unregistered trademarks or service marks of IDEMIA and its licensors. Nothing in this License Agreement shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in connection with the Software without the prior written consent of IDEMIA for each such use. The Trademarks may not be used to disparage IDEMIA or the applicable third-party's products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any web site is prohibited without IDEMIA's prior written consent. All goodwill generated from the use of any IDEMIA owned Trademark shall inure to IDEMIA's sole benefit.
2.3 Licensor reserves and Licensee hereby acknowledges and agrees to the reservation by Licensor (and its licensors) of all ownership right, title and interest in and to the Software and the intellectual property rights in and to the Software, including all right, title and interest in and to any derivative works, translations, or any other modifications thereof. This License Agreement and the license granted herein are not a sale of a copy of the Software and does not render Licensee the owner of a copy of the Software. Ownership of the Software and all components and copies thereof shall at all times remain with Licensor and its licensors, regardless of who may be deemed the owner of the mobile device in or on which the Software is downloaded, installed or used.
2.4 The Software contains proprietary intellectual property rights belonging to IDEMIA and its third party licensors. Licensee shall not directly or indirectly: (a) copy the Software; (b) transfer, sublicense, resell, distribute, publicly display or publicly perform the Software, or any copy thereof, either in whole or in part, by any means whatsoever, or otherwise make it available for use by others in any sharing, service bureau or similar arrangement; (c) modify, decompile, disassemble, decrypt, extract, reverse engineer or reverse compile the Software, or otherwise attempt to discover or derive the source code, confidential algorithms or techniques incorporated in the Software, or disclose or use any confidential information of IDEMIA in any manner; (d) use the Software for any illegal purpose, in any manner that is inconsistent with the terms of this License Agreement, or to engage in any illegal activity; (e) use any third party licensed component of the Software separate and apart from the Software; (f) prepare derivative works based on the Software or any part thereof; or (g) circumvent, disable or otherwise interfere with security-related features in the Software.
2.5 The Software is for use by users who are eighteen (18) years of age or older. Users under the age of eighteen (18) are not permitted to use the Software without the consent of a parent or legal guardian. By using the Software, Licensee represents that Licensee is at least eighteen (18) years of age, or that Licensee has the consent of a parent or legal guardian.
Advertising. The Software may contain information about, links to and/or advertisements for web sites operated by other parties (the "Third Party Sites"). The information provided in and about the Third Party Sties is provided for Licensee’s convenience only and Licensor does not make any representations regarding the content or accuracy of the Third Party Sites. Licensor does not control such Third Party Sites and is not responsible for the content and performance of these Third Party Sites and/or for any transactions Licensee may choose to conduct with the operators of any Third Party Sites.
DISCLAIMER OF WARRANTIES.
4.1 IDEMIA, ITS AFFILIATES AND LICENSORS (COLLECTIVELY, THE "IDEMIA PARTIES") MAKE NO WARRANTIES TO LICENSEE ABOUT THE SOFTWARE, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY. THE IDEMIA PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE ACCURACY OR COMPLETENESS OF ANY CONTENT OR ANY OTHER INFORMATION CONVEYED TO THE LICENSEE THROUGH THE SOFTWARE, OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN, OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. LICENSEE AGREES THAT USE OF THE SOFTWARE AND THE CONTENT IS AT LICENSEE’S OWN RISK. THE IDEMIA PARTIES DO NOT WARRANT THAT THE SOFTWARE CONTENT WILL OPERATE ERROR FREE OR THAT THE SOFTWARE IS FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF LICENSEE’S USE OF THE SOFTWARE RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO IDEMIA PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS. THE SOFTWARE AND CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. ACCORDINGLY, THE IDEMIA PARTIES DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE.
4.2 The Content made available through the Software is presented in a summary fashion, and is intended to be used for educational and informational purposes only. The Content is not intended to be and should not be interpreted as specific legal disposition to privileges provided under the criminal or civil laws of the jurisdiction where the Software is used. THE SOFTWARE DOES NOT OFFER LEGAL ADVICE AND NOTHING CONTAINED IN THE SOFTWARE IS INTENDED TO CONSTITUTE PROFESSIONAL LEGAL ADVICE FOR CRIMINAL OR CIVIL ADVOCACY OR COUNSEL. IF YOU SUSPECT THAT INFRACTIONS TO LOCAL PENAL CODE IS TAKING PLACE OR HAS TAKEN PLACE, CONTACT THE LOCAL AUTHORITIES FOR ASSISTANCE. Use of the Software does not replace jurisdictional laws governing citizen privileges, or policies set in place by any commercial establishment. Licensee exercise Licensee’s own judgment when using this Software and any services related thereto.
Limitation of Liability. IN NO EVENT SHALL ANY OF THE IDEMIA PARTIES BE LIABLE TO LICENSEE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OF OR INABILITY TO USE THE SOFTWARE AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH IDEMIA PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to Licensee. IN ANY CASE WHERE THE FOREGOING LIMITATIONS ARE NOT EFFECTIVE, THE LIABILITY OF THE IDEMIA PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
Term and Termination of this License Agreement. Unless earlier terminated by Licensor or Licensee, this License Agreement is effective for the evaluation period only, as determined by Licensor. Licensee’s rights under this License Agreement will terminate automatically without notice from Licensor if Licensee fails to comply with any term or condition of this License Agreement. Upon termination of this License Agreement, Licensee shall immediately cease all use of the Software, and destroy all copies, full or partial, of the Software. Sections 2, 4, 6, 7, 9, 10, and 11 shall survive the termination of this License Agreement.
License and User Must Comply with Applicable Laws. Licensee may not use or otherwise export or re-export the Software except as authorized by United States law, the laws of EU and the laws of the jurisdiction in which the Software was obtained. In particular, but without limitation, the Software may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a "terrorist supporting" country or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List or any other U.S. Government list of prohibited or restricted parties. By using the Software, Licensee represents and warrants that Licensee is not located in any such country or on any such list. Licensee also agrees that Licensee will not use the Software for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.
Third Party Licensors – Intended Third Party Beneficiaries. Portions of the Software may include certain software programs owned by and licensed from third parties. Licensee acknowledges and agrees that the third party licensors are intended third party beneficiaries under this License Agreement. Accordingly, in the event of any breach by Licensee of any of the terms and conditions of this License Agreement that are included in this License Agreement in accordance with the terms and conditions of Licensor’s contracts with such third parties, the third party licensors shall have an independent cause of action and standing against Licensee for breach of such terms and conditions.
Additional Terms. Notwithstanding anything to the contrary in this License Agreement, Licensee acknowledge the following:
11.1 This License Agreement is governed by the laws of France, without respect to its conflict of laws provisions.
11.2 All disputes arising in connection with this License Agreement, which disputes have not been settled by mutual and amicable agreement, shall be finally settled by arbitration in accordance with the Arbitration Rules of the International Chamber of Commerce (the “ICC Rules”). Any such arbitration shall take place exclusively in the English language in the City of Paris, France. The arbitration panel will consist of one arbitrator, appointed upon the mutual agreement of the parties, acting reasonably, or the ICC Rules if the parties are unable to mutually agree upon the arbitrator. Each party shall bear its own expenses and shall share equally in arbitrator’s fees and related expenses, provided that once an arbitration judgment is entered, the prevailing party shall be entitled to recover reasonable attorneys’ and/or expert fees and related costs as damages. An award granted by the arbitrators will be the exclusive remedy of the parties for all claims, counterclaims, issues, or accountings presented or pleaded to the arbitrator. Judgment upon the arbitral award may be entered in any court that has jurisdiction thereof. Any additional costs, fees or expenses incurred in enforcing the arbitral award will be charged against the party that unsuccessfully resists its enforcement.
11.3 If any provision of this License Agreement is found to be invalid by an arbitrator or any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this License Agreement, which shall remain in full force and effect. Failure of IDEMIA to act on or enforce any provision of this License Agreement shall not be construed as a waiver of that provision or any other provision in this License Agreement. No waiver shall be effective against IDEMIA unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.
11.4 This License Agreement constitutes the entire agreement between Licensee and IDEMIA with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import.
11.5 This License Agreement will inure to the benefit of Licensor’s successors and assigns. IDEMIA is not liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that Licensee may use.
11.6 Licensee may direct any questions, complaints or claims with respect to the Software to us at https://portalidemia.atlassian.net/servicedesk/customer/portals.
Changes to this License Agreement