PolicyServer Client Libraries Terms of Use
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THE POLICYSERVER CLIENT LIBRARIES TERMS OF USE ARE AN AGREEMENT BY AND
BETWEEN SOLLIANCE, INC., LOCATED AT 315 SOUTH COAST HWY 101,
SUITE U-241, ENCINTAS, CA 92024 ("SOLLIANCE"), AND CUSTOMER ("YOU").
SOLLIANCE AND CUSTOMER HEREBY AGREE AS FOLLOWS:
1. Acceptance of Terms
The services that Solliance provides to you are subject to the
following Terms of Use. Solliance reserves the right to update the
Terms of Use at any time without notice to you.
2. Description of the Software
Through the PolicyServer Client Libraries, Solliance provides you with
access to downloads (“Software”). The Software will include updates,
enhancements, new features, and/or the addition of any related
components and are subject to the Terms of Use
3. Using the Software
In order to access the Software, Customer agrees that they have
entered into a fully executed PolicyServer Evaluation Agreement and/or
PolicyServer License Agreement with Solliance.
4. Code of Conduct
By agreeing to the Terms of Service, except as permitted by the
previously executed Evaluation Agreement and/or License Agreement,
Customer may not:
4.1 Redistribute the Software (other than described in the
Distribution Requirements)
4.1.1 Distribution Requirements - The Software is licensed only to
Customer and may not be transferred in any manner including
electronically to anyone who is not an authorized user and
employee (or consultant or distributor) of Customer; provided that the
Software may be used by Customer’s customers and distributed to such
customers in combination with Customer Applications, subject to the
terms of Customer’s agreement with Customer’s customers. Authorized
users of the Software will be bound by the terms and conditions of
either the previously executed Evaluation Agreement and/or License
Agreement and shall have no rights to the Software except in connection
with the use of Customer Applications. Except in combination with
Customer Applications, Customer may not release, sell or otherwise
provide the Software to others on a temporary or permanent basis.
4.2 Reverse engineer, decompile, or disassemble the Software, except
and only to the extent that applicable law expressly permits;
4.3 Make more copies of the Software.
4.4 Publish the Software publicly for others to copy.
If you violate the Terms of Service, we may stop providing
Software to you and revoke your PolicyServer trial or product license.
5. Third Party Software
Customer is responsible for obtaining at Customer’s sole expense any
rights and consents from third parties necessary for Customer’s
Content, Customer Applications, and other vendors’ products provided
by Customer and used with the Software environment, including all
rights and consents to such content, applications, and products
necessary for Solliance to provide the Software.
6. Termination
If you no longer agree to be bound by the Terms of Service, you must
cease all use of the Software. We reserve the right to terminate or
suspend your access to and use of the Software, without notice, if we
believe, in our sole discretion, that (i) such use is in violation of
any applicable law; (ii) such use is harmful to our interests,
including intellectual; (iii) where we have reason to believe that you
are in violation of the Terms of Use.
7. Confidentiality
Each Party shall (i) secure and protect the Confidential Information
using the same degree or greater level of care that it uses to protect
such Party’s own confidential information, but no less than a
reasonable degree of care; (ii) use the Confidential Information of
the other Party solely to perform its obligations or exercise its
rights under this Agreement; (iii) require their respective employees,
agents, attorneys, and independent contractors who have a need to
access such Confidential Information to be bound by confidentiality
obligations sufficient to protect the Confidential Information; and
(iv) not transfer, display, convey or otherwise disclose or make
available all or any part of such Confidential Information to any
third- party. Either party may disclose the other party’s
Confidential Information to the extent required by Applicable Law or
regulation, including without limitation any applicable Freedom of
Information or sunshine law, or by order of a court or other
governmental entity, in which case the disclosing party shall notify
the other party as soon as practical prior to such disclosure and an
opportunity to respond or object to the disclosure. “Confidential
Information” includes (i) the source and object code of all components
of the Software, (ii) the Documentation, (iii) the terms and
conditions of the previously executed Evaluation Agreement and/or
License Agreement, and (iv) all other information of a confidential or
proprietary nature disclosed by one Party to the other Party in
connection with the previously executed Evaluation Agreement and/or
License Agreement which is either (x) disclosed in writing and clearly
marked as confidential at the time of disclosure or (y) disclosed
orally and clearly designated as confidential in a written
communication to the receiving Party within 7 days following the
disclosure. “Confidential Information” shall not include information
(a) publicly available through no breach of this Agreement,
(b) independently developed or previously known to it, without
restriction, prior to disclosure by the disclosing Party,
(c) rightfully acquired from a third-party not under an obligation of
confidentiality.
8. Warranties
Warranties; Disclaimers and Exclusion of Warranties.
Solliance represents and warrants that the software is compliant with
all applicable law, and that Solliance is the sole owner of the
Software and has the power and authority to allow use of this Software
without the consent of any other person. Solliance further represents
and warrants that the Software does not contain any Open Source
Software that limits the Customer in reasonable use of the Software,
meaning it does not contain (a) any software that requires as a
condition of use, modification, or distribution that such software or
other software incorporated into, linked with, derived from, based
upon, or distributed with such software: (i) be disclosed, licensed,
or distributed in source code form, (ii) be licensed for the purpose
of making derivative works, and/or (iii) be redistributable at no
charge, and (b) without limiting the generality of the foregoing, any
software that is generally available to the public in source code form
under licenses substantially similar to those approved by the Open
Source Initiative and listed at http://www.opensource.org/licenses,
including but not limited to the GNU General Public License (GPL),
the GNU Library, the Lesser Generally Public License (LPGL), or any
other “Copyleft” license. Generally, a Copyleft license includes any
arrangement whereby software may be used, modified, and distributed
freely on condition that anything derived from it is bound by the same
license condition. The parties expressly acknowledge and agree that
Customer’s customers are the explicit third-party beneficiaries of
these representations and warranties.
SOLLIANCE DOES NOT GUARANTEE THAT THE OWNERS OR STEWARDS OF EXISTING
OPEN SOURCE SOFTWARE OR ASSOCIATED PROGRAMS USED TO DEVELOP THE
SOFTWARE WILL NOT MODIFY THEIR EXISTING OPEN SOURCE LICENSE OPTIONS.
SOLLIANCE DOES NOT GUARANTEE THAT THE SOFTWARE WILL PERFORM DEFECT-FREE,
OR THAT SOLLIANCE WILL CORRECT ALL (NON-MATERIAL) DEFECTS IN THE
SOFTWARE. TO THE EXTENT PERMITTED BY LAW, THESE WARRANTIES ARE
EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR
CONDITIONS, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. FOR ANY BREACH OF THE ABOVE
WARRANTIES, CUSTOMER’S EXCLUSIVE REMEDY, AND SOLLIANCE’S ENTIRE
LIABILITY, SHALL BE THE CORRECTION OF SOFTWARE ERRORS THAT CAUSED
BREACH OF THE WARRANTY, OR IF SOLLIANCE CANNOT SUBSTANTIALLY CORRECT
SUCH BREACH IN A COMMERCIALLY REASONABLE MANNER, CUSTOMER MAY TERMINATE
CUSTOMER’S LICENSE AND RECOVER THE FEES PAID TO SOLLIANCE FOR THE
SOFTWARE AND ANY UNUSED, PREPAID SUPPORT PLAN FEES CUSTOMER HAS PAID.
CUSTOMER IS SOLELY RESPONSIBLE FOR ANY CONTENT, APPLICATION OR
NON-SOLLIANCE SOFTWARE THAT CUSTOMER LOADS INTO OR CREATES WITHIN
CUSTOMER ENVIRONMENTS, AND AGREES, AT CUSTOMER’S SOLE COST AND
EXPENSE, TO DEFEND SOLLIANCE AGAINST ANY CLAIM AND INDEMNIFY
SOLLIANCE FROM ANY DAMAGES, LIABILITIES, COSTS AND EXPENSES OR THE
SETTLEMENT AGREED TO BY CUSTOMER, ARISING OUT OF OR IN ANY WAY
CONNECTED WITH ANY SUCH CONTENT, APPLICATION OR NON-SOLLIANCE SOFTWARE.
SOLLIANCE IS NOT RESPONSIBLE FOR THE SECURITY OF ANY CONTENT,
APPLICATION OR SOFTWARE THAT CUSTOMER LOADS INTO OR CREATES WITHIN
CUSTOMER ENVIRONMENTS.
SOLLIANCE RESERVES THE RIGHT TO MAKE CHANGES OR UPDATES TO THE
SOFTWARE AT ANY TIME WITHOUT NOTICE.
9. Limitation of Liability
In no event shall Solliance be liable to you or any third party for
any indirect, incidental, special, punitive, or consequential damages,
or any loss of revenue or profits, data, or data use, arising out of
or related to this agreement, whether in contract or tort, or
otherwise, even if Solliance has been advised of the possibility of
such damages.
10. Jurisdiction
This Agreement is governed by the substantive and procedural laws of
the State of California and Customer and Solliance agree to submit to
the exclusive jurisdiction of, and venue in, the courts in San Diego
county in California in any dispute arising out of or relating to this
Agreement