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End User License Agreement

End User License Agreement

THIS END USER LICENSE AGREEMENT (this “Agreement”) IS A BINDING AGREEMENT BETWEEN TACTICAL SOFTWARE, LLC (“Tactical”) AND THE INDIVIDUAL, COMPANY, ORGANIZATION OR OTHER ENTITY (“Licensee”) ACQUIRING THE LICENSE TO USE THE SOFTWARE PRODUCT (AS DEFINED IN SECTION 1) PURSUANT TO THIS AGREEMENT. IN THE EVENT LICENSEE IS AN ENTITY, LICENSEE AND THE INDIVIDUAL REVIEWING AND ACCEPTING THE TERMS OF THIS AGREEMENT ON BEHALF OF LICENSEE, EACH REPRESENT AND WARRANT THAT SUCH INDIVIDUAL IS AUTHORIZED TO ACT ON BEHALF OF LICENSEE TO REVIEW AND ACCEPT THIS AGREEMENT AND TO BIND LICENSEE TO THE TERMS AND CONDITIONS HEREOF. IF THE INDIVIDUAL REVIEWING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, THEN THE SOFTWARE PRODUCT MAY NOT BE INSTALLED OR USED BY LICENSEE.

BY INSTALLING OR OTHERWISE USING THIS SOFTWARE PRODUCT, LICENSEE AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF LICENSEE DOES NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, LICENSEE MAY NOT CONTINUE THIS INSTALLATION OR OTHER USE AND MUST DELETE ANY PORTION OF THE SOFTWARE PRODUCT ALREADY INSTALLED, IF ANY.

 

1. LICENSE TYPE AND LICENSE GRANT

(a) If the Software Product is used with an Evaluation License Key (as defined below), Tactical grants to Licensee a non-exclusive, non-transferable, limited license for an evaluation period (the “Evaluation Period”), the term of which shall be determined by Tactical, to use:

  1. the Tactical software installed or otherwise accessed by Licensee (the “Software Product”) for internal evaluation of the Software Product only; and

  2. the documentation accompanying the Software Product (the “Documentation”).

(b) If the Software Product is used with a Deployment License Key (as defined below), Tactical grants to Licensee a non-exclusive, non-transferable license, for the applicable license term (the "License Term"), to use:

  1. the Software Product for internal use only; and

  2. the Documentation.

(c) The type of license granted to Licensee and certain restrictions regarding Licensee’s use of the Software Product may be set forth in a certificate (the "License Certificate") that contains one or more License Keys (as defined below). If the Software Product is used with any of the License Keys listed in a License Certificate, that License Certificate is incorporated herein and is deemed to be a part of this Agreement.

(d) The Software Product is being “used” on a computer when it is resident in memory (i.e., RAM) or when the executable or other files of the Software Product are installed on the hard drive or other storage device of the computer.

(e) A "License Key" is an alphanumeric value required by the Software Product. An "Evaluation License Key" is a License Key that permits operation of the Software Product for a period of time. A "Deployment License Key" is a License Key that permits operation during the License Term.

 

2. CERTAIN RESTRICTIONS

(a) Licensee may not, and Licensee may not permit others, to (i) reverse engineer, decompile, or disassemble the Software Product, or otherwise attempt to derive the source code of the Software Product, except to the extent (if at all) expressly permitted under any applicable law. If applicable law expressly permits such activities, any information so discovered or derived shall be deemed to be the confidential proprietary information of Tactical and Licensee must promptly disclose such information to Tactical.

(b) Any attempt by Licensee to transfer any of Licensee’s rights, duties or obligations hereunder is void. Licensee shall not rent, lease or loan the Software Product.

(c) Licensee may not, and Licensee may not permit others, to (i) copy, modify, translate, or create derivative works from, the Software Product or the Documentation, or (ii) remove any proprietary notices in, or labels on, the Software Product or the Documentation, including copyright, trademark or patent notices.

 

3. BACKUP COPY

Licensee may make a reasonable number of copies of the Software Product solely for backup or archival purposes. Licensee may not make any copies of the Software Product, except as expressly provided in this Section, or as permitted in Section 1 (but only to the extent necessary to use the Software Product in accordance with the license granted in Section 1), and any such copy must include all copyright and other intellectual property and proprietary notices that are in the original copy of the Software Product.

 

4. SOFTWARE PRODUCT

(a) The Software Product includes any updates, upgrades, fixes, and other supplements to the original Software Product provided to Licensee by Tactical, if any, and Licensee’s use of any such updates, upgrades, fixes, and other supplements shall be subject to the terms, conditions, and restrictions of this Agreement.

(b) Tactical reserves the right at any time to alter features, capabilities, functions, release dates, general availability or any other characteristics of the Software Product as Tactical deems appropriate in its sole discretion.

 

5. TITLE

The Software Product and the Documentation are licensed, not sold. Title, ownership rights, and intellectual property rights in and to the Software Product and the Documentation remain with Tactical. The Software Product and the Documentation are protected by the copyright and other intellectual property rights laws of the United States and international copyright treaties and international law.

 

6. NO VIRUSES, WORMS OR TROJAN HORSES

As of the date Licensee first downloads the Software Product or first receives a copy of the Software Product from Tactical, to Tactical’s knowledge, the Software Product does not contain any virus, worm, or Trojan horse which would cause damage to Licensee’s software or data.

 

7. INTELLECTUAL PROPERTY WARRANTIES

Tactical represents and warrants to Licensee that Tactical owns or has all necessary rights, authorizations and licenses to enable Tactical to license the Software Product and Documentation in accordance with the provisions of this Agreement and that the Software Product and Documentation do not infringe or otherwise violate the copyright rights of any third party.

 

8. WARRANTY; LIMITATIONS

(a) Notwithstanding anything to the contrary in this Agreement, the Software Product is delivered to Licensee for the Evaluation Period “AS IS”, without any warranty of any kind, whether express or implied. Without limiting the generality of the foregoing, the Limited Warranties (as defined in Section 8(d)) do not apply during the Evaluation Period.

(b) Tactical warrants that the Software Product will perform substantially in accordance with the Documentation for a period of ninety (90) days from date Licensee acquires its initial copy of the Software Product (by download, delivery of physical media containing the Software Product, or other method of delivery).

(c) In addition, Tactical warrants that the storage media on which the Software Product is delivered directly from Tactical to Licensee shall be free from defects for a period of ninety (90) days from date Licensee acquires its initial copy of the Software Product on such storage media directly from Tactical. In the event that such media does not conform to such warranty, Licensee shall return such non-conforming media to Tactical, and Tactical’s entire liability and Licensee’s exclusive remedy shall be, at Tactical’s expense, to replace such non-conforming media.

(d) EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6, 7, 8(B), and 8(C) (collectively, the "Limited Warranties"), THERE ARE NO WARRANTIES, CONDITIONS OR REPRESENTATIONS, EXPRESS OR IMPLIED BY STATUTE, USAGE, CUSTOM OF TRADE OR OTHERWISE WITH RESPECT TO THE SOFTWARE PRODUCT OR DOCUMENTATION, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS OF WORKMANSHIP, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, OR NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TACTICAL DOES NOT WARRANT THAT THE SOFTWARE PRODUCT WILL MEET ALL OF LICENSEE’S NEEDS OR THAT OPERATION OF THE SOFTWARE PRODUCT WILL BE ERROR-FREE. THIS LIMITED WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

 

9. REMEDY

In the event of a breach of any of the Limited Warranties (other than the Limited Warranty set forth in Section 8(c)), Tactical’s entire liability and Licensee’s exclusive remedy shall be, at Tactical’s option and expense, to either (a) refund the amount of the license fee actually paid by Licensee for the non-conforming Software Product (in which event this Agreement shall terminate), (b) repair the non-conforming Software Product by providing a patch, work-around or other reasonable solution, or (c) replace the non-conforming Software Product. The Limited Warranties do not apply in the event that non-conformance of the Software Product with a Limited Warranty results from accident, abuse, or misapplication (including use of the Software Product together with a software operating system or software and hardware environment which does not meet the specifications set forth in the Documentation). Any replacement Software Product will be warranted for the remainder of the original warranty period or thirty (30) days from the date on which the replacement Software Product is delivered, whichever is longer.

 

10. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL TACTICAL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER RELATING TO THE SOFTWARE PRODUCT, THE DOCUMENTATION, OR THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF TACTICAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW A LIMITATION ON CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE. IN NO EVENT WILL TACTICAL BE LIABLE FOR ANY DAMAGES WHATSOEVER IN EXCESS OF THE AMOUNT PAID TO TACTICAL FOR THE SOFTWARE PRODUCT THAT IS THE SUBJECT MATTER OF THE CLAIM OR THAT IS DIRECTLY RELATED TO THE CAUSE OF ACTION.

 

11. TERM AND TERMINATION

(a) This Agreement shall become effective upon installation of the Software Product and shall terminate automatically and immediately upon breach of this Agreement by Licensee, if any. Licensee may terminate this Agreement for convenience by removal of the Software Product from all Licensee’s systems upon fifteen (15) days prior written notice to Tactical.

(b) Licensee agrees that, in the event of any termination of the license of the Software Product (including termination resulting from the termination of this Agreement), Licensee shall, within fifteen (15) days following such termination, purge all copies of the Software Product and the Documentation from all computers and storage media on which Licensee has maintained them, destroy all copies of the Software Product and the Documentation, and promptly certify in writing to Tactical that the same have been purged and destroyed.

(c) Termination of this Agreement shall not relieve either party of any payment or other obligation under this Agreement which was to have been performed by such party prior to the termination. All provisions of this Agreement which by their nature are intended to survive the termination of this Agreement (including the provisions of Sections 2, 5, 8(c), 9, 10, 11(b), this 11(c), 12, 13, and 14) shall survive such termination.

 

12. DISPUTE RESOLUTION

(a) If any dispute arises between Tactical and Licensee pertaining to this Agreement which Tactical and Licensee are unable to resolve amicably, such dispute shall be submitted to arbitration before a single arbitrator selected in accordance with the then-prevailing Rules of Commercial Arbitration of the American Arbitration Association. The arbitration proceeding shall take place in Manchester, New Hampshire or such other location as Tactical and Licensee may mutually agree.

(b) The arbitrator shall not contravene or vary in any respect any of the terms or provisions of this Agreement. The award of the arbitrators shall be final and binding upon Tactical and Licensee, and judgment upon any award rendered therein may be entered and enforced in any court of competent jurisdiction, including the New Hampshire Superior Court.

(c) Neither this arbitration provision nor a pending arbitration shall prevent either party from obtaining injunctive relief for any matter at any time.

 

13. EXPORT

Licensee acknowledges and accepts responsibility for complying with all import and export statutes, regulations, treaties and other laws, both foreign and domestic, (collectively, the “Export Laws”) and agrees to not use or otherwise export or re-export, directly or indirectly, the Software Product except in accordance with the Export Laws. In particular, but without limitation, the Software Product may not be exported or re-exported, directly or indirectly,

(a) into (or to a national or resident of) any U.S. embargoed country, as such list may be revised from time to time (including without limitation Afghanistan, Cuba, Iran, Iraq, Libya, North Korea, Sudan or Syria), or

(b) to anyone on the U.S. Treasury Department list of Specially Designated Nationals or the U.S. Bureau of Industry and Security Denied Persons List or the U.S. Bureau of Industry and Security Unverified List, or

(c) for any end-use that is prohibited by United States law or the laws of the jurisdiction in which the Software Product was obtained.

Licensee represents and warrants that Licensee is not located in, under control of, or a national or resident of any such country or on any such list and that no U.S. federal agency has suspended, revoked, or denied Licensee's import or export privileges.

 

14. MISCELLANEOUS

(a) If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and shall not affect the other provisions of this Agreement.

(b) This Agreement shall be governed by and construed under New Hampshire law, without regard for its conflicts of law provisions. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.

(c) This Agreement constitutes the entire agreement between Tactical and Licensee regarding the subject matter hereof and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral.

(d) Licensee may assign this Agreement only to any entity to which it transfers all or substantially all of its assets, provided the assignee agrees to be bound by the terms of this Agreement. Otherwise, Licensee may not assign or have assumed, voluntarily, by operation of law, in bankruptcy or otherwise, any rights or delegate any duties under this Agreement without Tactical’s prior written consent, and any attempt to do so without such consent will be null and void. This Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns.

(e) This Agreement may be amended or supplemented only by a writing that is signed by duly authorized representatives of both parties. No term or provision hereof will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, will constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach by either party.

 

15. U.S. GOVERNMENT LICENSES

The Software Product and Documentation are provided with "restricted rights". Use, duplication or disclosure of the Software Product or the Documentation by the Government is subject to restrictions as set forth in Subparagraph 252.227-7015 (Technical Data - Commercial Items) of the Department of Defense Federal Acquisition Regulations Supplement ("DFARs") and other sections of DFARS applicable to commercial software, or Subparagraphs 52.227-19(c)(1) and (c)(2) (Commercial Computer Software - Restricted Rights) of Title 48 of the Code of Federal Regulations ("FARs") and other sections of FARS applicable to commercial software, as applicable.

 

16. OpenSSL LICENSE

/* ====================================================================
* Copyright (c) 1998-2011 The OpenSSL Project. All rights reserved.
*
* Redistribution and use in source and binary forms, with or without
* modification, are permitted provided that the following conditions
* are met:
*
* 1. Redistributions of source code must retain the above copyright
* notice, this list of conditions and the following disclaimer.
*
* 2. Redistributions in binary form must reproduce the above copyright
* notice, this list of conditions and the following disclaimer in
* the documentation and/or other materials provided with the
* distribution.
*
* 3. All advertising materials mentioning features or use of this
* software must display the following acknowledgment:
* "This product includes software developed by the OpenSSL Project
* for use in the OpenSSL Toolkit. (http://www.openssl.org/)"
*
* 4. The names "OpenSSL Toolkit" and "OpenSSL Project" must not be used to
* endorse or promote products derived from this software without
* prior written permission. For written permission, please contact
* openssl-core@openssl.org.
*
* 5. Products derived from this software may not be called "OpenSSL"
* nor may "OpenSSL" appear in their names without prior written
* permission of the OpenSSL Project.
*
* 6. Redistributions of any form whatsoever must retain the following
* acknowledgment:
* "This product includes software developed by the OpenSSL Project
* for use in the OpenSSL Toolkit (http://www.openssl.org/)"
*
* THIS SOFTWARE IS PROVIDED BY THE OpenSSL PROJECT ``AS IS'' AND ANY
* EXPRESSED OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE
* IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
* PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE OpenSSL PROJECT OR
* ITS CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL,
* SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT
* NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;
* LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION)
* HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT,
* STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE)
* ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED
* OF THE POSSIBILITY OF SUCH DAMAGE.
* ====================================================================
*
* This product includes cryptographic software written by Eric Young
* (eay@cryptsoft.com). This product includes software written by Tim
* Hudson (tjh@cryptsoft.com).
*
*/

 

17. Original SSLeay License

/* Copyright (C) 1995-1998 Eric Young (eay@cryptsoft.com)
* All rights reserved.
*
* This package is an SSL implementation written
* by Eric Young (eay@cryptsoft.com).
* The implementation was written so as to conform with Netscapes SSL.
*
* This library is free for commercial and non-commercial use as long as
* the following conditions are aheared to. The following conditions
* apply to all code found in this distribution, be it the RC4, RSA,
* lhash, DES, etc., code; not just the SSL code. The SSL documentation
* included with this distribution is covered by the same copyright terms
* except that the holder is Tim Hudson (tjh@cryptsoft.com).
*
* Copyright remains Eric Young's, and as such any Copyright notices in
* the code are not to be removed.
* If this package is used in a product, Eric Young should be given attribution
* as the author of the parts of the library used.
* This can be in the form of a textual message at program startup or
* in documentation (online or textual) provided with the package.
*
* Redistribution and use in source and binary forms, with or without
* modification, are permitted provided that the following conditions
* are met:
* 1. Redistributions of source code must retain the copyright
* notice, this list of conditions and the following disclaimer.
* 2. Redistributions in binary form must reproduce the above copyright
* notice, this list of conditions and the following disclaimer in the
* documentation and/or other materials provided with the distribution.
* 3. All advertising materials mentioning features or use of this software
* must display the following acknowledgement:
* "This product includes cryptographic software written by
* Eric Young (eay@cryptsoft.com)"
* The word 'cryptographic' can be left out if the rouines from the library
* being used are not cryptographic related :-).
* 4. If you include any Windows specific code (or a derivative thereof) from
* the apps directory (application code) you must include an acknowledgement:
* "This product includes software written by Tim Hudson (tjh@cryptsoft.com)"
*
* THIS SOFTWARE IS PROVIDED BY ERIC YOUNG ``AS IS'' AND
* ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE
* IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
* ARE DISCLAIMED. IN NO EVENT SHALL THE AUTHOR OR CONTRIBUTORS BE LIABLE
* FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL
* DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS
* OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION)
* HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT
* LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY
* OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF
* SUCH DAMAGE.
*
* The licence and distribution terms for any publically available version or
* derivative of this code cannot be changed. i.e. this code cannot simply be
* copied and put under another distribution licence
* [including the GNU Public Licence.]
*/

 

Tactical Software LLC
3 Executive Park Drive
Suite 243 
Bedford, New Hampshire, 03110 USA

Copyright © 2018 Tactical Software, LLC. All rights reserved.

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