IMPORTANT INFORMATION - PLEASE READ THIS END USER LICENSE AGREEMENT (“EULA”) CAREFULLY BEFORE USING THE CONTENTS OF THE PACKAGE AND/OR BEFORE DOWNLOADING OR INSTALLING THE SOFTWARE PRODUCT. ALL USE OF THE SENTINEL® SOFTWARE PRODUCTS (including without limitation, the Developer's Kit, libraries, utilities, Sentinel hardware keys, runtime packages, and the software component of such offering) (hereinafter, each a “Product”) SUPPLIED BY THALES DIS CPL USA, Inc., or one of its affiliates, (in each case, referred to herein as “THALES”) AND MADE AVAILABLE TO THE LICENSEE ACCEPTING THESE TERMS (“You”) ARE AND SHALL BE, SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE SENTINEL AGREEMENT, EXCEPT AS OTHERWISE STATED HEREIN. IN THE EVENT WHERE A PRODUCT IS INTALLED FOR EVALUATION PURPOSES OR IF A PRODUCT IS PURCHASED WITHOUT A SENTINEL AGREEMENT, THIS EULA SHALL GOVERN YOUR USE OF THE PRODUCTS.
FOR THE SAKE OF CLARITY, IF YOU HAVE A VALID SENTINEL AGREEMENT IN PLACE WITH THALES, THE TERMS OF THAT AGREEMENT SHALL GOVERN YOUR USE OF THE PRODUCT(S), NOT THIS EULA.
BY OPENING THE PACKAGE CONTAINING THE PRODUCTS AND/OR BY DOWNLOADING THE SOFTWARE (as defined hereunder) AND/OR BY INSTALLING THE SOFTWARE ON YOUR COMPUTER AND/OR BY USING THE PRODUCT, YOU ARE ACCEPTING AND AGREEING TO BE BOUND BY THESE TERMS AND CONDITIONS OR BY THE TERMS AND CONDITIONS SET FORTH IN THE APPLICABLE SENTINEL AGREEMENT, AS APPLICABLE.
IF YOU DO NOT AGREE TO THE TERMS OR ARE NOT WILLING TO BE BOUND BY THEM, DO NOT OPEN THE PACKAGE AND/OR DOWNLOAD AND/OR INSTALL THE SOFTWARE AND PROMPTLY (within seven (7) calendar days from the date you received this package) RETURN THE PRODUCTS TO THALES, ERASE THE SOFTWARE AND ANY PART THEREOF, FROM YOUR COMPUTER AND DO NOT USE IT IN ANY MANNER WHATSOEVER.
1. Evaluation License Grant. Subject to the limitations set forth in Section 3 below, Thales hereby grants to You, and You accept, a limited, temporary, revocable, non-exclusive, non-transferrable, non-sub-licensable license to use the Product (in the case of hardware, the firmware installed on the hardware) in machine- readable, object code form only), free of charge, for the purpose of evaluating whether to purchase an ongoing license to the Product and only in a non-production environment. Such evaluation may further include access to sample APIs or sample code. ANY RIGHTS NOT EXPRESSLY GRANTED IN THIS EULA ARE EXPRESSLY RESERVED BY THALES.
1.1 Additional Terms for Sentinel Fit. In the event You are evaluating Sentinel Fit, subject to the license granted in Section 1 above and to the limitations set forth in Section 3 below, Thales hereby grants to You, and You accept, a license to use the Product in machine-readable, object code form and source code only, free of charge, for the purposes stated in Section 1.
2. DISCLAIMER OF WARRANTY. Except as provided herein, the Product(s) is/are provided on an “AS IS” basis, without warranty of any kind, whether express or implied (except where such exclusions are prohibited by applicable law). ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTION, MERCHANTABILITY, QUALITY, OR PERFORMANCE, OR ANY OTHER IMPLIED WARRANTIES SHALL NOT APPLY AND ARE EXPRESSLY DISCLAIMED. The entire risk as to the quality and performance of the Product is borne by You. This disclaimer of warranty constitutes an essential part of this EULA.
If you initially acquired a copy of the Product without purchasing a license and you wish to purchase a license, you must contact Thales or any Thales representative.
3. Extent of Grant and Prohibited Uses.
3.1 Except as specifically permitted above or otherwise except where the following restrictions are contrary to applicable law, You shall not: (i) license or distribute any Product as an independent or stand-alone product (ii) use, modify, merge or sub-license the Software or any other of Thales's products except as expressly authorized in this EULA, in the in the applicable “Documentation” posted at https://docs.sentinel.thalesgroup.com/home.htm (or other location as designated by Thales); (iii) sell, license (or sub-license), lease, assign, transfer, pledge, or share Your rights under this EULA with/to any other party; (iv) modify, disassemble, decompile, reverse engineer, revise or enhance the Software or attempt to discover the Software’s source code; (v) place the Software onto a server so that it is accessible via a public network; and (vi) make or use any back-up or archival copies of the Software (or allow someone else to use such copies) for any purpose.
3.2 In addition to the restrictions described above, You agree not to: (i) build a competitive product or service with any Product; (ii) make or have made a product using similar ideas, features, functions or graphics of any Product; (iii) modify or create derivative works based upon the Product or other Thales property, or otherwise reproduce same (except as expressly permitted by applicable law), (iv) copy any features, functions, or graphics of the Product; (v) port or grant third parties the right to use, frame or link to the Product; (vi) use the Product to store or process data for the benefit of any party except as expressly authorized in this EULA; (vii) reverse engineer, decompile, reverse compile, translate, adapt, or disassemble or in any way attempt to reconstruct or discover any source code or algorithms of the Product, the underlying components, or other Thales property; or (viii) assist or enable any third party not explicitly authorized by this EULA to engage in any of the foregoing activities. Use, resale, or exploitation of the Product or other Thales property, except as expressly permitted in this EULA, is prohibited. Furthermore, the use of any virtual USB port/ similar software to circumvent the requirements and restrictions herein is prohibited. Except as is explicitly permitted by Thales in writing, You shall not otherwise utilize multiple accesses from a single key beyond the scope provided herein.
3.3 Where source code has been supplied by Thales (e.g. for Sentinel Fit), You agree: (i) not to modify the source code for use with licenses not generated by the applicable APIs (with or without the underlying Product), or distribute the source code to any party unless prior written approval from Thales has been granted; and (ii) as partial, material consideration for the rights granted to You under this EULA, You covenant not to assert any claims against Thales or any of its Affiliates, officers, directors, employees, agents, licensees, resellers or distributors alleging intellectual property infringement based on inventions or intellectual property embodied in any derivative works Licensee develops using the Licensed Software. For the sake of clarity, Thales shall retain ownership over all intellectual property rights in any source code. To the extent You modify the supplied source code, Thales is not responsible for any damages resulting from use of source code or updates thereto, and is further not responsible for providing any support or maintenance.
4. Intellectual Property. THIS IS A LICENSE AGREEMENT AND NOT AN AGREEMENT FOR SALE.
The software component of the Product, including any revisions, corrections, modifications, enhancements, updates and/or upgrades thereto, (hereinafter in whole or any part thereof defined as: “Software”), and the related Documentation, ARE NOT FOR SALE and are and shall remain in Thales' sole property. All intellectual property rights (including, without limitation, copyrights, patents, trade secrets, trademarks, etc.) evidenced by or embodied in and/or attached/connected/related to the Product, (including, without limitation, the Software code and the work product performed in accordance with the above) are and shall be owned solely by Thales or its licensors, as applicable. This EULA does not convey to You an interest in or to any Product or Software but only a limited right of use revocable in accordance with the terms of this EULA. Nothing in this EULA constitutes a waiver of Thales' intellectual property rights under any law.
5. Confidential Information. “Confidential Information” means all confidential and proprietary information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including, but not limited to, the terms of the Agreement (including pricing and other terms reflected in all order forms thereunder), the Services, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that, without breach of any obligation owed to the Disclosing Party: (1) is or becomes generally known to the public; (2) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (3) was independently developed by the Receiving Party; or (4) is received from a third party.
5.1 Each party agrees to hold the Confidential Information of the other party in strict confidence and to protect it from disclosure with the same degree of care that it uses to protect its own confidential information of like kind (but in no event using less than reasonable care). Each party shall use the Confidential Information of the other party only as necessary to perform its duties and satisfy its obligations under the Agreement and shall limit the disclosure of the Confidential Information to employees, contractors, and third-party providers, as applicable, who have a reasonable need to know, who are under a duty of confidentiality no less restrictive than the obligations set forth herein. The Receiving Party agrees to promptly inform the Disclosing Party if it receives a subpoena or other legal process requiring it to release such information, and to cooperate with the Disclosing Party's legal counsel whilst Disclosing Party opposes disclosure if Disclosing Party chooses to do so. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.
6. Termination. Without prejudice to any other rights, Thales may terminate this license upon the breach by You of any term hereof. Upon any termination of this EULA, You agree to delete and destroy, or return to Thales, the Product(s), any Software, and Documentation and all copies and portions thereof.
7. Limitation of Liability. Thales's shall have no liability to You or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this EULA and/or the use of the Product(s) or any Software under this EULA. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL THALES OR ITS SUPPLIERS OR RESELLERS OR AGENTS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY TYPE INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS INFORMATION, DAMAGES FOR PERSONAL INJURY OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF THALES SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
8. Export Controls. YOU ACKNOWLEDGE THAT THE SOFTWARE IS SUBJECT TO REGULATION BY UNITED STATES, EUROPEAN UNION, AND/OR OTHER GOVERNMENT AGENCIES, WHICH PROHIBIT EXPORT OR DIVERSION OF THE SOFTWARE TO CERTAIN COUNTRIES AND CERTAIN PERSONS. YOU AGREE TO COMPLY WITH ALL EXPORT LAWS, REGULATIONS AND RESTRICTIONS OF THE UNITED STATES DEPARTMENT OF STATE, DEPARTMENT OF COMMERCE OR OTHER LEGAL AUTHORITY WITHIN THE UNITED STATES OR ANY FOREIGN ENTITY WHICH REGULATES THEIR SHIPMENT. YOU WILL NOT EXPORT IN ANY MANNER, EITHER DIRECTLY OR INDIRECTLY, ANY SOFTWARE OR ANY PRODUCT THAT INCORPORATES ANY SOFTWARE WITHOUT FIRST OBTAINING ALL NECESSARY APPROVAL FROM APPROPRIATE GOVERNMENT AGENCIES. YOU AGREE TO INDEMNIFY THALES AGAINST ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, TO THE EXTENT SUCH CLAIMS ARISE OUT OF ANY BREACH OF THIS SECTION 8.
9. Governing Law & Jurisdiction. This EULA shall be construed, interpreted, and governed by the laws of the State of Texas without regard to conflicts of laws and provisions thereof. The exclusive forum for any disputes arising out of or relating to this License Agreement shall be an appropriate federal or state court sitting in Travis County, State of Texas, USA. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
10. Third Party Software. The Software may be distributed by Thales with open source software components (“Open Source Software Components” or “OSS”) and other third party software (such OSS and other third party software individually or collectively referred to herein as “Third Party Software”), which are provided “As Is” without any warranty of any kind and subject to their own applicable license agreements (which might also contain limited warranties and liabilities) referenced in the Documentation applicable to that particular Product. THOSE TERMS AND CONDITIONS SPECIFIED FOR EACH SPECIFIC OPEN SOURCE-SOFTWARE COMPONENT OR OTHER THIRD-PARTY SOFTWARE SHALL BE APPLICABLE TO SUCH COMPONENT. Third-Party Software in addition to those listed in the applicable Documentation may be added to the Software from time to time, and will also be subject to their own applicable license agreements. Each Open-Source Software Component or other third-party software is copyrighted by its respective copyright owner(s) as indicated in the applicable copyright notices which can be found in the applicable license, installation, readme and/or help files for such Open-Source Software Components or other third-party software. Thales makes no representations or warranties with regard to the Open-Source Software Components or other third-party software. If the Software contains any Third-Party Software other than the ones listed in the applicable Documentation such Third Party Software is also provided “As Is” without any warranty of any kind and shall be subject to the terms and conditions as set forth in the agreements contained/attached to such Third-Party Software. In the event such agreements are not available, such Third-Party Software is provided “As Is” without any warranty of any kind and shall be used in accordance with this Agreement.
11. Miscellaneous. This Agreement represents the complete agreement concerning this license and may be amended only by a writing executed by both parties. If any provision of this EULA is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
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