Please read our End User License Agreement shown below, and if you accept the agreement,
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PULSE SECURE SOFTWARE END USER LICENSE AGREEMENT
Please carefully read this End User License Agreement ("Agreement") before downloading, installing, or using the Software. By using the Software, You are agreeing to be bound by the terms of THIS Agreement.
If You do not agree with the terms of THIS Agreement, then do not install or use the Software.
IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF AN ENTERPRISE'S END USERS, IT IS YOUR RESPONSIBILITY TO COMMUNICATE THE INFORMATION IN THIS AGREEMENT TO THE ENTERPRISE END USERS AND ENSURE COMPLIANCE WITH THE TERMS AND CONDITIONS CONTAINED HEREIN. By DOWNLOADING AND/OR USING THE SOFTWARE, You ARE INDICATING that You understand this Agreement and accept all of its terms. If You are accepting the terms of this Agreement on behalf of a company or other legal entity, You represent and warrant that You have the authority to bind that company or other legal entity to the terms of this Agreement.
This Agreement governs Your rights and duties with respect to the Software. Capitalized terms used in this Agreement are defined in Section 18 (Definitions).
1. License Grant.
Pulse Secure grants You a revocable, non-exclusive, non-transferrable right to install and use the Software.
2. License Name.
Each Software product is identified by a unique name. This name, when combined with a Version number corresponds to a specific base set of product features and functionality identified for that Version of the Software in the Documentation.
3. Term of License.
Your license is perpetual, subject only to termination for breach of this Agreement.
4. License Restrictions; Limitations and Prohibitions.
a. No Rights or Licenses Implied. Licenses or rights in the Software not expressly granted in this Agreement shall not arise by implication or otherwise.
b. No Sublicensing or Assignment. You may not sublicense, transfer or assign, whether voluntarily or by operation of law, any right or license in or to the Software. Any attempted sublicense, transfer or assignment shall be void.
c. You are Sole Licensee. No rights or licenses in the Software shall arise under this Agreement in favor of anyone other than You.
d. Restrictions on Charging a Fee for Access or Use. You shall not allow any authorized user of the Software or other third party to grant anyone else access for a fee or other consideration to services, content or resources that are generated, managed, distributed, provisioned, billed or enabled by the Software.
e. Other Use Restrictions and Prohibitions. You shall not, directly or indirectly:
(i) Decompile, disassemble or reverse engineer the Software or modify, unbundle, or create derivative works based on the Software, except as expressly permitted by applicable law without the possibility of contractual waiver; (ii) Copy the Software except for archival purposes or as necessary for You to install and make use of the Software as expressly licensed by Pulse Secure; (iii) Detach or separate any libraries, files, modules or other components embedded within a Software product or within a particular software image You have received even if any such library, file, module or other component is separately licensable, or use any such modules, files or other components separately from the Software product or software image in which it is embedded (except to the extent that a documented feature of the Software product is implemented by doing so); (iv) Furnish any copy of the Software or other means of access to the Software to any third party other than to Your contractor(s) solely for Your benefit in performing contract services for You and in that case only if that contractor has agreed to adhere to the terms of this Agreement. If You do furnish Software or access to Software to Your contractor(s), You shall remain fully and primarily responsible to Pulse Secure for compliance with all provisions of this Agreement; (v) Remove any readme files notices, disclaimers, marks and labels included in the Software as delivered by Pulse Secure; or (vi) Use or allow use of the Software in violation of any applicable law or regulation or to support or facilitate any illegal activity.
If at any time You breach any term of this Agreement, then Pulse Secure may, in addition to any other remedy to which it may be entitled, terminate Your license to the Software. If Your license terminates, then You shall promptly destroy or return to Pulse Secure all copies of the Software and related Documentation in Your possession or control. The provisions of Sections 4, 5 and 6-18 shall survive termination or expiration of this Agreement.
6. Your Data.
Pulse Secure and Pulse Secure's licensors, respectively, retain exclusive ownership of all right, title, and interest in and to all intellectual property in the Software. Nothing in this Agreement constitutes a sale or other transfer or conveyance of any right, title, or interest in the Software.
8. Disclaimer of All Warranties.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, PULSE SECURE HEREBY DISCLAIMS ALL WARRANTIES IN AND TO THE SOFTWARE (WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE), INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, SATISFACTORY QUALITY, NON-INTERFERENCE, ACCURACY OF INFORMATIONAL CONTENT, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE. PULSE SECURE DISCLAIMS ANY WARRANTY, REPRESENTATION OR ASSURANCE THAT THE SOFTWARE, OR ANY EQUIPMENT OR NETWORK RUNNING THE SOFTWARE, WILL OPERATE WITHOUT ERROR OR INTERRUPTION, OR WILL BE FREE OF VULNERABILITY TO INTRUSION OR ATTACK. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, THAT WARRANTY IS LIMITED IN DURATION TO NINETY (90) DAYS FROM THE START DATE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, THE ABOVE LIMITATION MAY NOT APPLY. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
9. Limitation of Damages. To the extent permitted by law:
a. IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF PULSE SECURE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, SUPPLIERS AND LICENSORS TO YOU FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY (WHETHER UNDER CONTRACT OR STATUTE, IN TORT (INCLUDING PRODUCT LIABILITY) OR OTHERWISE), EXCEED ONE UNITED STATES DOLLAR (US$1.00).
b. IN NO EVENT SHALL ANY BREACH BY PULSE SECURE IN CONNECTION WITH ANY REPRESENTATIONS, WARRANTIES OR COMMITMENTS, EXPRESS OR IMPLIED, RELATING TO THE SOFTWARE EXCUSE YOUR UNAUTHORIZED USE OF SOFTWARE OR IMPAIR PULSE SECURE'S RIGHT TO TERMINATE ANY LICENSE BASED ON YOUR BREACH OF THIS AGREEMENT.
c. NEITHER PULSE SECURE NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, SUPPLIERS OR LICENSORS SHALL BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM THIS AGREEMENT OR RELATING TO THE SOFTWARE OR USE OF THE SOFTWARE.
d. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
e. TO THE EXTENT PERMITTED BY LAW, PULSE SECURE DISCLAIMS ANY AND ALL LIABILITIES OR OBLIGATIONS WHATSOEVER RELATED TO THE SOFTWARE OR ITS LICENSING TO OR USE BY ANYONE OTHER THAN YOU. You shall defend, indemnify and hold Pulse Secure harmless from and against any liability, damages, loss or cost (including attorneys' fees) arising from or relating to any dispute, lawsuit, administrative hearing, arbitration or settlement based on any claim by a party other than You relating to Software that You originally licensed hereunder (or relating to a service You offered involving use of the Software).
f. Pulse Secure has licensed the Software to You free of charge and entered into this Agreement in reliance upon the disclaimers of warranty and the limitations of liability stated above. Those disclaimers and limitations reflect an allocation of risk between Pulse Secure and You, and they form an essential basis of the bargain between Pulse Secure and You.
10. Compliance with Laws; Export Requirements.
You shall comply with all applicable laws and regulations in connection with the movement and use of the Software. You acknowledge and agree that the Software may contain encryption or encryption technology and is subject to legal and regulatory controls and restrictions on export and re-export, including those of the U.S. Department of Commerce. You warrant and represent that the Software was not furnished to You as a result of an export or re-export or import in violation of US or other applicable laws or regulations, that You are not on any Denied Persons list or other list published by the US Government of parties to whom exports or re-exports of products subject to export controls are forbidden, that no Software is located in or controlled from a site in a Group E country, and that You are not using any Software or technology furnished hereunder to further activities in support of the development, manufacture or use of nuclear fuel or weapons, missiles, or chemical or biological weapons. You further covenant that You will immediately notify Pulse Secure if at any time those warranties and representation become no longer accurate. Regardless of any disclosure You might make to Pulse Secure of an ultimate destination of the Software, You shall not export, either directly or indirectly, any Software without first obtaining any and all necessary approvals from the U.S. Department of Commerce or any other agency or department of the United States Government as required.
11. Commercial Computer Software.
The Software is a "commercial item" as defined at Federal Acquisition Regulation (48 C.F.R.) ("FAR") section 2.101 comprised of "commercial computer software" and "commercial computer software documentation" as those terms are used in FAR 12.212. Consequently, regardless of whether You are the US Government or a department or agency thereof, You shall acquire only those rights with respect to the Software that are set forth in this Agreement.
12. Third Party Software.
Any licensor of Pulse Secure whose software is embedded in the Software shall be a third party beneficiary with respect to this Agreement, and that licensor shall have the right to enforce this Agreement in its own name as if it were Pulse Secure. Certain third party software may be provided with the Software and is subject to the accompanying license(s), if any, of its respective owner(s). This Software is licensed subject to open source software licenses. For information, go to http://www.pulsesecure.net/techpubs/licensing/attribution or email email@example.com.
13. Governing Law.
This Agreement (including all documents incorporated herein) shall be governed by the laws of the State of California (without reference to its conflicts of laws principles). The provisions of the U.N. Convention for the International Sale of Goods shall not apply. The provisions of the Uniform Computer Information Transactions Act shall not apply. For any disputes arising under this Agreement that You may have with Pulse Secure, You hereby consent to the personal and exclusive jurisdiction of, and venue in the federal and state courts located in Santa Clara County, California.
14. Force Majeure.
Except for Your unauthorized installation or use of Software, neither party will be responsible for any failure or delay in its performance due to causes beyond its reasonable control, including, but not limited to, acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, earthquakes, accidents, strikes, or fuel crises ("Force Majeure"), provided that the party gives prompt written notice thereof to the other party and uses its diligent efforts to resume performance. Either party shall be entitled to terminate this Agreement if the Force Majeure event continues for a period of one month.
15. Complete Agreement; Modifications.
Except as otherwise provided in subsection 15.a, this Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, commitments or representations, oral or written related to the Software. The terms and conditions of this Agreement will supersede all pre-printed terms and conditions contained on any purchase order, task order or other business form submitted by either party to the other. Except as otherwise provided in subsection 15.a, this Agreement may not be amended or modified except by a writing executed by the duly authorized representatives of both parties.
a. Future Modifications. Pulse Secure may at any time post on its website (or that of its affiliates) modifications or restatements of this Agreement, Pulse Secure Policies or any other policy or guideline referenced in this Agreement. Any such modification shall govern the terms of Your license hereunder.
If any portion of this Agreement is held invalid, the parties agree that such invalidity shall not affect the validity of the remainder of this Agreement. This Agreement and associated documentation have been written in the English language, and the parties agree that the English version will govern.
The failure of Pulse Secure to require Your performance of any provision of this Agreement shall not affect Pulse Secure's full right to require such performance at any time thereafter; nor shall its waiver of a breach of any provision hereof be taken to be a waiver of the provision itself.
The following definitions apply to capitalized terms used this Agreement:
"Agreement" means this End User License Agreement ("EULA").
"Documentation" for a particular Software Version or Release means Pulse Secure's published User Guide, Release Notes and feature listings for that Version or Release.
"Pulse Secure" means Pulse Secure, LLC.
"Pulse Secure Policies" are Pulse Secure's then-current policies and procedures, which may be found at http://www.pulsesecure.net/support
"Release" is a particular object code image of a software product that is identified by a Release denomination starting with "x.y" followed by additional image identifying string.
"Software" means the Software product to be downloaded by You in conjunction with Pulse Secure’s “Try Now” program, and includes 1) machine-readable instructions and data, 2) components, files, and modules, 3) any accompanying audio-visual content, and 4) accompanying activation keys, if any, and 5) associated Documentation.
"Start Date" means the date of acceptance of this Agreement through use of the Software or otherwise.
"Update" means software that is an upgrade, bug fix, patch or other Release of Software licensed hereunder that Pulse Secure makes generally available free of incremental charge to customers purchasing a Subscription or contract for Service Offerings.
"Version" means one or more Releases of a particular software product with a common "x.y" denomination in the first two places of the Release identifier.
"You" means the individual, other legal entity, or other business, governmental or not-for-profit organization (but excluding any parent, subsidiary or other affiliate of any of the foregoing) that is the original end user of a license to the Software and which accepts the terms of this Agreement.
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