Vormetric Transparent Encryption from Thales e-Security
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The Software and Documentation are “Commercial Item(s),” as that term is defined at 48 C.F.R. Section 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. Section 12.212 or 48 C.F.R. Section 227.7202, as applicable. Consistent with 48 C.F.R. Section 12.212 or 48 C.F.R. Sections 227.7202 1 through 227.7202 4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. All rights are reserved under the copyright laws of the United States. Orbitera Inc., 8391 Beverly Blvd. #449 Los Angeles, California 90048.
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THALES E-SECURITY, INC. FREE TRIAL END USER LICENSE AGREEMENT IMPORTANT: READ CAREFULLY PRIOR TO ANY INSTALLATION OR USE OF THE SOFTWARE USE OF THIS SOFTWARE IS SUBJECT TO THE FREE TRIAL END USER LICENSE AGREEMENT (THE “AGREEMENT”) SET FORTH BELOW BETWEEN YOU, THE LICENSEE, AND THALES E-SECURITY, INC. (“THALES E-SECURITY”). IF YOU DO NOT ACCEPT THESE TERMS FULLY, YOU MAY NOT INSTALL OR OTHERWISE USE THE SOFTWARE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS NOTICE, UNLESS YOU HAVE A SEPARATE WRITTEN AGREEMENT WITH THALES E-SECURITY FOR SOFTWARE USE, INSTALLING OR OTHERWISE USING THE SOFTWARE INDICATES YOU ACCEPTANCE OF THESE LICENSE TERMS AND THESE TERMS SHALL GOVERN YOUR USE OF THE SOFTWARE AND HARDWARE. 1. Testing License. Licensee is hereby granted a royalty-free, nonexclusive, non-transferable, non-assignable license (without right of sublicense) test Thales e-Security solutions for the sole purpose of Licensee’s internal testing and evaluation (“Software”). Additionally, Licensee shall not use any Software or its technology for the purpose of developing products that compete with Thales e-Security. 2. Ownership and License Restrictions. Thales e-Security shall retain all right, title, and interest in and to the Software and any intellectual property relating to the Software and all improvements, reports, designs, inventions, ideas, specifications, or other materials developed in connection with Licensee’s use of the Software and all intellectual property rights therein. To the extent Licensee has any rights to any of the foregoing, other than those specifically set forth in Section 1, such rights are assigned by Licensee to Thales e-Security. Licensee shall not copy, modify, or create derivative works of the Software. Licensee may not, and shall not assist any third party to, reverse engineer, disassemble, decompile, or translate the Software or otherwise attempt to derive the source code of any of the Software. In addition, Licensee shall not merge the Software with any other program, distribute, sell, lend, rent, lease, transfer or otherwise grant any rights in the Software. Licensee shall preserve all proprietary rights notices on or within the Software and shall reproduce such notices on any back-up copy of the Software. Except for those rights expressly granted herein, Thales e-Security grants no other right in the Software to Licensee. 3. Feedback. Licensee shall provide feedback to Thales e-Security concerning the functionality and performance of the Software from time to time, as reasonably requested by Thales e-Security including, without limitation, identifying potential errors and suggested improvements. Feedback provided to Thales e-Security in connection with the Software may be used by Thales e-Security to improve or enhance its products, and accordingly, Thales e-Security shall own such feedback without restriction. Thales e-Security shall have the right to visit physically Licensee’s site where the Software is used, and shall have electronic access to that portion of Licensee’s computer network on which the Software is installed. 4. Confidential Information. Means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects, including, without limitation, algorithms, business plans, customer data, customer lists, customer names, designs documents, drawings, engineering information, financial analysis, forecasts, formulas, hardware configuration information, know-how, ideas, inventions, market information, marketing plans, processes, products, product plans, research, specifications, software, source code, trade secrets or any other information which is designated as “confidential,” “proprietary” or some similar designation. Information disclosed orally shall be considered Confidential Information only if such information is confirmed in writing as being Confidential Information within a reasonable time after the initial disclosure. Confidential Information may also include information disclosed to a disclosing party by third parties. Confidential Information shall not, however, include any information that (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party lawfully in possession of such information and without a breach of such third party’s obligations of confidentiality; (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession; or (vi) is required by law to be disclosed by the receiving party, provided that the receiving party uses reasonable efforts to limit such disclosure and gives the disclosing party written notice of such requirement a reasonable period of time in advance of such disclosure so that the disclosing party may seek a protective order or other appropriate relief, and provided that the receiving party provides such assistance as the disclosing party may reasonably request in obtaining such order or other relief. Notwithstanding the term of the Evaluation Agreement, the obligations of each receiving party under this Section 4 (Confidential Information) shall survive in perpetuity or until all Confidential Information of the other party disclosed hereunder becomes publicly known and made generally available through no action or inaction of the receiving party. a. Non-use and Non-disclosure. Each party agrees not to use any Confidential Information of the other party for any purpose except to evaluate and engage in discussions concerning the Opportunity. Each party agrees not to disclose any Confidential Information of the other party, except that, subject to Section 4 below, a receiving party may disclose the other party’s Confidential Information to those employees of the receiving party who are required to have the information in order to evaluate or engage in discussions concerning the Opportunity. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects that embody the other party’s Confidential Information and that are provided to the party under this Agreement. b. Maintenance of Confidential Information. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party. Without limiting the foregoing, each party shall take at least those measures that it takes to protect its own confidential information of a similar nature, but in no case less than reasonable care (including, without limitation, all precautions the receiving party employs with respect to its confidential materials). Each party shall ensure that its employees who have access to the other party’s Confidential Information have signed a non-use and non-disclosure agreement in content similar to the provisions of this Agreement or are otherwise legally obligated not to disclose such Confidential Information, prior to any disclosure of Confidential Information to such employees. No party shall make any copies of the other party's Confidential Information except upon the other party's prior written approval. Each party shall reproduce the other party’s proprietary rights notices on any such authorized copies, in the same manner in which such notices were set forth in or on the original. 5. No Technical Support. Licensee acknowledges that Thales e-Security is not obligated to provide technical support of any kind, including without limitation, phone support, or updates, to Licensee with respect to the Software. 6. Disclaimer of Warranty. THE SOFTWARE HAS NOT BEEN FULLY TESTED, AND MAY CONTAIN ERRORS. THE SOFTWARE TESTING IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THALES E-SECURITY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY AND NON-INFRINGEMENT, TITLE, AND THEIR EQUIVALENTS. THALES E-SECURITY AND ITS LICENSORS DO NOT WARRANT THAT THE USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SOFTWARE WILL MEET LICENSEE’S NEEDS. LICENSEE ACKNOWLEDGES THAT LICENSEE IS SOLELY RESPONSIBLE FOR ENSURING THAT ALL DATA USED IN CONNECTION WITH THE SOFTWARE IS NOT IRREPLACABLE AND THAT PROPER BACKUPS OF ALL DATA HAVE BEEN MADE. LICENSEE UNDERSTANDS AND ACCEPTS SOLE RESPONSIBILITY FOR ANY AND ALL LOSSES WHATEVER THEIR SOURCE INCLUDING, WITHOUT LIMITATION, LOSS OF DATA BELONGING TO LICENSEE (OR ANY THIRD PARTY), OR RELEASE OF ANY PERSONALLY IDENTIFIABLE INFORMATION, IN CONNECTION WITH THIS EVALUATION AGREEMENT. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE ACCURACY AND COMPLETENESS OF THE CONFIDENTIAL INFORMATION. 7. Term and Termination. Unless otherwise stated in this Agreement or earlier terminated in accordance with this Section, this Evaluation Agreement shall terminate upon the Evaluation Period end-date, which shall be upon completion of the lab simulation. Notwithstanding the foregoing, Thales e-Security may terminate this Evaluation Agreement, and all rights granted hereunder, at any time, immediately upon written notice. The provisions of Sections 2 through 12 shall survive any termination or expiration of this Evaluation Agreement. 8. Limitation of Liability. IN NO EVENT WILL THALES E-SECURITY BE LIABLE FOR ANY DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, LOSS OF SYSTEM AVAILABILITY, LOSS OF COMPUTER RUN TIME, LOST PROFITS, COST OF COVER, RELEASE OF PERSONALLY IDENTIFIABLE INFORMATION, OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES ARISING FROM THE USE OF OR INABILITY TO USE THE SOFTWARE OR ACCOMPANYING MATERIALS, HOWEVER CAUSED AND WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF THALES E-SECURITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS ALLOCATION OF THE RISK IS REASONABLE AND SPECIFICALLY BARGAINED FOR. THE TOTAL LIABILITY OF THALES E-SECURITY ARISING OUT OF OR RELATED TO THIS EVALUATION AGREEMENT SHALL NOT EXCEED $100 THESE LIMITATIONS SHALL APPLY NOT WITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 9. Indemnification. Licensee shall indemnify and hold harmless Thales e-Security from and against any costs, claims, or liabilities arising out of any breach of this Agreement including, without limitation, any release of personally identifiable information arising out of Licensee’s breach of Section 1. 10. Availability of Injunctive Relief. Licensee agrees that the obligations of Licensee provided herein are necessary and reasonable in order to protect Thales e-Security and its business, and Licensee expressly agrees that monetary damages would be inadequate to compensate Thales e-Security for any breach by Licensee of its covenants and agreements set forth herein. Accordingly, Licensee agrees that any such violation or threatened violation will cause irreparable injury to Thales e-Security and that, in addition to any other remedies that it may be entitled to in law, equity or otherwise, Thales e-Security shall be entitled to obtain injunctive relief against breach, threatened breach or continued breach of this Evaluation Agreement by Licensee, without the necessity of proving actual damages and without the necessity of posting a bond or other security. 12. Miscellaneous. This Evaluation Agreement shall be governed by the laws of the State of California without reference to conflicts of laws principles. The parties consent to the exclusive jurisdiction of the courts located in Santa Clara County, California, USA. All notices shall be given in writing, addressed to the President of the party to be notified at the address of each respective party’s head quarters. Notices shall be deemed given four (4) days following deposit in certified mail, return receipt requested, or two (2) days following deposit with an overnight commercial courier, with written verification of receipt. Licensee shall not assign this Evaluation Agreement directly or indirectly, by operation of law or otherwise, without the prior written consent of Thales e-Security. A change in control of Licensee shall constitute an assignment of this Evaluation Agreement. Licensee shall comply with all United States and foreign export and re-export laws and regulations applicable to the Software; and fully comply with all then current and applicable regulations of any government in whose country the Software is used under this Evaluation Agreement. This Evaluation Agreement constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements or representations, written or oral, concerning the subject matter hereof. In the event of a conflict between this Evaluation Agreement and any other agreement between the parties, the terms of this Evaluation Agreement shall prevail. No terms of any purchase order, order acknowledgement form, or any other document or agreement shall apply to the parties with respect to the subject matter of this Evaluation Agreement unless agreed to in writing by the parties in a document specifically reciting an intent to amend this Evaluation Agreement. No waiver or modification of this Evaluation Agreement shall be valid unless in writing signed by both parties. If any provision of this Evaluation Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions shall remain in full force and effect.
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