Entrust Identity App Server License
Entrust Mobile Transaction Verification Service Server License
ATTENTION: THIS IS A LICENSE, NOT A SALE. THE ENTRUST MOBILE TRANSACTION VERIFICATION SERVICE IS PROVIDED UNDER THE FOLLOWING LICENSE THAT DEFINES WHAT YOU MAY DO WITH THE VERIFICATION SERVICE AND CONTAINS LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES, AND LIABILITIES. IF YOU OBTAINED THIS VERIFICATION SERVICE IN THE UNITED STATES, "ENTRUST" SHALL MEAN ENTRUST, INC. IF YOU OBTAINED THIS VERIFICATION SERVICE OUTSIDE OF THE UNITED STATES, "ENTRUST" SHALL MEAN ENTRUST LIMITED. "AFFILIATES" OF ENTRUST SHALL MEAN ALL CORPORATIONS CONTROLLED DIRECTLY OR INDIRECTLY BY ENTRUST, INC.
Entrust Mobile Transaction Verification Service Server License
IMPORTANT: BEFORE DOWNLOADING, INSTALLING, OR USING THIS VERIFICATION SERVICE, PLEASE CAREFULLY READ THIS LICENSE WHICH CONTAINS THE TERMS AND CONDITIONS UNDER WHICH YOU ARE ACQUIRING A LICENSE TO USE THE VERIFICATION SERVICE. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS LICENSE, PLEASE DO NOT DOWNLOAD, INSTALL, OR USE THE VERIFICATION SERVICE AND PROMPTLY (I) RETURN OR DESTROY THE VERIFICATION SERVICE, OR, (II) IF YOU PAID A LICENSE FEE FOR THE VERIFICATION SERVICE, RETURN THE VERIFICATION SERVICE TO ENTRUST OR THE DISTRIBUTOR FROM WHOM YOU RECEIVED THE VERIFICATION SERVICE FOR A REFUND. IF YOU DOWNLOAD, INSTALL, OR USE THE VERIFICATION SERVICE, YOU WILL BE ACCEPTING THIS LICENSE, AND YOU WILL HAVE ACCEPTED AND AGREED TO THESE TERMS AND CONDITIONS. THIS VERIFICATION SERVICE IS ALSO PROTECTED BY COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES. IF YOU ARE AN AGENT OR EMPLOYEE OF ANOTHER ENTITY YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THIS LICENSE IS DULY AUTHORIZED TO ACCEPT THIS LICENSE ON SUCH ENTITY'S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS LICENSE AND PERFORM ITS OBLIGATIONS HEREUNDER.
1. Definitions: In this License
"License" means this Entrust Mobile Transaction Verification Service Server License;
"Software" means Entrust IdentityGuard Server software in binary format.
"Verification Service" means the transaction Verification Service that is made available by Entrust for use with the Software;
"User CAL" means a license for one (1) individual to interact with the Verification Service; and
"You" or "Your" means both the individual or individuals obtaining or installing the Verification Service and any entity on whose behalf such individual or individuals are acting. "You" includes any entity that by majority voting interest controls, is controlled by, or is under common control with You.
2. Grant of License
Subject to the terms and conditions of this License, Entrust grants to You a non-exclusive, non-transferable license to use the Verification Service with the Software for the duration of time that has been purchased and for the quantity of User CALs purchased for use with the Verification Service. The Verification Service is only available for use with the Software, and if You have not subscribed to the Verification Service then You may not use such service. If the quantity of User Cals has not been specified in the order documentation accepted by Entrust, then the quantity shall be deemed to be one (1). You acknowledge that this is a subscription license to the Verification Service and will end at the end of the term purchased from Entrust ("Service Term"). If the Service Term is not specified in the order documentation accepted by Entrust, the Service Term shall be deemed to be one (1) year. You may only use the Verification Service with the Software that has been licensed to You by Entrust under a separate agreement, in the manner specified in the documentation for such software. You acknowledge that the Verification Service may make use of third party Verification Services, which may include the push notification services. In such case, You agree that (i) You may not share any push application ID with any third party, (ii) You may not use the push notification service or any other Verification Service after expiry of this Agreement, (iii) You may only use the push notification service for the purpose of receiving push notifications on the mobile product as specified in the documentation supplied with the Entrust software that you are using in connection with the Verification Service. You hereby consent to receive any such notifications. If You wish to withdraw Your consent to receive push notifications or the Verification Services, You may disable this service through the configuration settings in the Software. No other rights in the Verification Service are granted to You. You acknowledge that Entrust may cease to offer the Verification Service at any time, and Your sole and exclusive remedy is to receive a pro-rata refund of any prepaid fees that Entrust has received from You for the use of the Verification Service, to a maximum of twelve months of service. You may distribute CALS purchased by You for use with the Verification Service within your organization and to third party end users conducting business with You pursuant to the terms set out at www.entrust.com/mobile/info/MobileTransactionVerificationServiceClient.pdf. Each such CAL that is distributed will reduce the quantity of CALs that You may use. Such CALs may be redeployed to other third parties pursuant to the same terms. You consent to receive push requests based on a unique identifier assigned to Your handheld device for the purpose of using the Verification Service. You acknowledge that push requests to handheld products cannot be transmitted to devices that are unreachable (e.g., out of cellular coverage, powered off, etc.) and in any event should not be relied upon as the sole means of receiving important information. You may only use the Verification Service for lawful purposes and agree to defend, indemnify and hold Entrust and its licensors harmless from and against any claims arising from Your unlawful use. For RIM handheld products the Verification Service may require the BIS (BlackBerry Internet Service) Browser. Check with Your service provider and/or administrator if the Internet Browser option is available in your browser options. You acknowledge that the Verification Service uses network services and therefore may incur additional network data charges, (including additional charges when roaming).
You shall not reverse engineer, disassemble, reverse translate, decompile or in any other manner decode the Verification Service except to the extent that the foregoing restriction is expressly prohibited by applicable law notwithstanding a contractual obligation to the contrary. You shall not distribute, lease, rent, grant a security interest in, assign, or otherwise transfer Your right to use the Verification Service. You shall not modify the Verification Service. You shall not use the User CAL on a wireless telephone, personal digital assistant, paging device, or other similar mobile device unless You have paid a license fee that specifically entitles You to use the User CAL on such wireless device(s). Any third-party services or technology or content included with or as a part of the Verification Service may be used only with the Verification Service unless otherwise authorized in writing by Entrust. Some versions of the Verification Service that have been designated as localized or country-specific may nonetheless contain certain components and/or interfaces that are in the English language only.
4. Limited Warranties
Entrust warrants that the Verification Service will perform substantially in accordance with its accompanying documentation for the period of time that You acquired a license to use the Verification Service. Entrust does not, however, warrant that the Verification Service will be free of all defects, errors, or inaccuracies. Entrust does not warrant that the Verification Service will meet Your requirements. If the Verification Service does not perform in accordance with the warranties set forth in this Section 3, Your exclusive remedy, upon presentation of Your receipt of purchase of this License, shall be, at Entrust's sole option, to (i) return the price paid for the Verification Service on a pro-rata basis, or (ii) repair or replace the Verification Service.
5. DISCLAIMER OF WARRANTIES
EXCEPT FOR THE EXPLICIT WARRANTIES PROVIDED IN SECTION 4, THE VERIFICATION SERVICE IS PROVIDED "AS IS", WITHOUT ANY REPRESENTATIONS, CONDITIONS, OR WARRANTIES OF ANY KIND. WITHOUT LIMITATION, ENTRUST AND ITS AFFILIATES, LICENSORS, SUBCONTRACTORS AND DISTRIBUTORS (INCLUDING WITHOUT LIMITATION MOBILE DEVICE MANUFACTURERS, CHANNEL PARTNERS, AND SERVICE PROVIDERS) DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS, CONDITIONS, OR WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS OTHERWISE EXPLICITLY PROVIDED IN THIS LICENSE, THE ENTIRE RISK OF THE USE OF THE VERIFICATION SERVICE SHALL BE BORNE BY YOU.
6. LIMITATION OF LIABILITY
NEITHER ENTRUST NOR ANY OF ITS AFFILIATES, LICENSORS, SUBCONTRACTORS OR DISTRIBUTORS (INCLUDING WITHOUT LIMITATION MOBILE DEVICE MANUFACTURERS, CHANNEL PARTNERS, AND SERVICE PROVIDERS) SHALL HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES ARISING FROM THIS LICENSE, RELATED TO THE VERIFICATION SERVICE, OR RELATED TO ANY VERIFICATION SERVICES PROVIDED TO YOU BY ENTRUST (INCLUDING ITS AFFILIATES, LICENSORS, SUBCONTRACTORS AND DISTRIBUTORS (INCLUDING WITHOUT LIMITATION MOBILE DEVICE MANUFACTURERS, CHANNEL PARTNERS, AND SERVICE PROVIDERS)) IN RELATION TO THE VERIFICATION SERVICE FOR ANY INDIRECT, RELIANCE, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT, LOSS OF OR DAMAGE TO DATA OR OTHER COMMERCIAL OR ECONOMIC LOSS, WHETHER ARISING FROM CONTRACT, EQUITY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER THEORY OF LIABILITY, EVEN IF ENTRUST (INCLUDING ITS AFFILIATES, LICENSORS, SUBCONTRACTORS AND DISTRIBUTORS (INCLUDING WITHOUT LIMITATION MOBILE DEVICE MANUFACTURERS, CHANNEL PARTNERS, AND SERVICE PROVIDERS)) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR THEY ARE FORESEEABLE. ENTRUST (INCLUDING ITS AFFILIATES, LICENSORS, SUBCONTRACTORS AND DISTRIBUTORS (INCLUDING WITHOUT LIMITATION MOBILE DEVICE MANUFACTURERS, CHANNEL PARTNERS, AND SERVICE PROVIDERS)) SHALL NOT BE RESPONSIBLE FOR CLAIMS BY A THIRD PARTY. THE LIMITATIONS IN THIS SECTION SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH OR DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR TERM OR FUNDAMENTAL BREACH. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THESE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF ENTRUST (INCLUDING ITS AFFILIATES, LICENSORS, SUBCONTRACTORS AND DISTRIBUTORS (INCLUDING WITHOUT LIMITATION MOBILE DEVICE MANUFACTURERS, CHANNEL PARTNERS, AND SERVICE PROVIDERS)) TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES ARISING FROM THIS LICENSE, RELATED TO THE VERIFICATION SERVICE, OR RELATED TO ANY VERIFICATION SERVICES PROVIDED TO YOU BY ENTRUST (INCLUDING ITS AFFILIATES, LICENSORS, SUBCONTRACTORS AND DISTRIBUTORS (INCLUDING WITHOUT LIMITATION MOBILE DEVICE MANUFACTURERS, CHANNEL PARTNERS, AND SERVICE PROVIDERS)) IN RELATION TO THE VERIFICATION SERVICE, EXCEED THE LICENSE FEES PAID BY YOU FOR THE VERIFICATION SERVICE.
THE DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY CONSTITUTE AN ESSENTIAL PART OF THIS LICENSE. YOU ACKNOWLEDGE THAT BUT FOR THE DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY, NEITHER ENTRUST NOR ANY OF ITS LICENSORS WOULD GRANT THE RIGHTS GRANTED IN THIS LICENSE.
This License shall continue for the Service Term, however, it will terminate, without notice from Entrust, if You fail to comply with any of its terms or conditions. You must, upon termination, cease all use of the Verification Service. You may terminate this License by destroying all copies of the Entrust software installed on Your mobile device. In addition to this Section, the Sections entitled Definitions, Limited Warranties, Disclaimer of Warranties, Limitation of Liability, Title, High-Risk Activities, Third-Party Beneficiaries, and Miscellaneous shall continue in force even after any termination of this License.
8. Support and Updates
This License does not grant You the right to any updates or enhancements of the Verification Service or the right to receive any support in respect to the Verification Service. Such updates and other support Verification Services, if available, may be purchased separately from Entrust in accordance with the Entrust support program. Use of such updates or enhancements shall be governed by the terms and conditions of this License.
All right, title, and interest (including all intellectual property rights) in, to, and under the Verification Service (including all copies thereof) shall remain with Entrust and its licensors.
10. High-Risk Activities
The Verification Service is not fault-tolerant and is not designed, manufactured or intended for use in or in conjunction with on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communications systems, air traffic control, or direct life support machines. Entrust, its Affiliates, licensors, suppliers, subcontractors and distributors (including without limitation mobile device manufacturers, channel partners, and service providers) specifically disclaim any express or implied representations, warranties or conditions for such uses.
11. U.S. Government End-Users
The Verification Service is a "commercial item" as that term is defined at FAR 2.101, consisting of "commercial computer Verification Service" and "commercial computer Verification Service documentation" as such terms are defined in FAR 12.212, and is provided to the U.S. Government only as a commercial end item. Government end users acquire the rights set out in this License for the Verification Service consistent with: (i) for acquisition by or on behalf of civilian agencies, the terms set forth in FAR. 12.212; or (ii) for acquisition by or on behalf of units of the Department of Defense, the terms set forth in DFARS 227.7202. Use of this Verification Service and related documentation is further restricted by the terms and conditions of this License.
12. Export Restrictions
The Verification Service and related information are subject to export and import restrictions. By downloading, installing, configuring or using the Verification Service, You are representing and warranting that You are not located in, under the control of, or are a national or resident of any country to which the export of the Verification Service or related information would be prohibited by the laws and/or regulations of the United States or Canada. You are also representing and warranting that You are not an individual to whom the export of the Verification Service or related information would be prohibited by the laws and/or regulations of the United States or Canada. You shall comply with the export laws and/or regulations of the United States and Canada that are applicable to the Verification Service and related information and You shall comply with any local laws and/or regulations in Your jurisdiction that may impact Your right to export, import, or use the Verification Service or related information, and You represent and warrant that You have complied with any such applicable laws and/or regulations. The Verification Service and related information shall not be used for any purposes prohibited by export laws and/or regulations, including, without limitation, nuclear, chemical, or biological weapons proliferation. You shall be responsible for procuring all required permissions for any subsequent export, import, or use of the Verification Service or related information.
13. Intellectual Property
Entrust is a trademark or a registered trademark of Entrust, Inc. in certain countries. Entrust is a registered trademark of Entrust Limited in Canada. All Entrust product names and logos are trademarks or registered trademarks of Entrust, Inc. or Entrust Limited in certain countries. All other company and product names and logos are trademarks or registered trademarks of their respective owners in certain countries.
14. Third-Party Beneficiaries
You are notified that there may be third-party beneficiaries to this License. To the extent that this License contains provisions that relate to (i) the use by You of certain components of the Verification Service in which such third parties have an interest, or (ii) Verification Services provided by Affiliates, suppliers, licensors, subcontractors, and distributors (including without limitation mobile device manufacturers, channel partners, and service providers); such provisions are made expressly for the benefit of such third-party beneficiaries and are enforceable by such third-party beneficiaries in addition to being enforceable by Entrust.
This License is the entire agreement between You and Entrust in respect to the Verification Service, superseding any other agreements or discussions, oral or written, and may not be changed except by a written license agreement with Entrust or a distributor of Entrust. The terms and conditions of this License shall prevail over any quotes, orders, purchase orders, acknowledgements, or other communications between the parties in relation to the Verification Service and the Verification Service shall be deemed to be delivered pursuant to the terms and conditions of this License unless You have executed a written license agreement with Entrust or a distributor of Entrust, in which case the Verification Service shall be deemed to have been delivered pursuant to the terms and conditions of such written license agreement. You may not assign this License whether voluntarily, by operation of law, or otherwise without Entrust's prior written consent. Entrust may assign this License at any time without notice. The failure of a party to claim a breach of any term of this License shall not constitute a waiver of such breach or the right of such party to enforce any subsequent breach of such term. If any provision of this License is held to be unenforceable or illegal, such decision shall not affect the validity or enforceability of such provisions under other circumstances or the remaining provisions of this License and such remaining provisions shall be reformed only to the extent necessary to make them enforceable under such circumstances. If You obtained the Verification Service in the United States, this License shall be governed by the laws of the State of New York. If You obtained the Verification Service outside of the United States, this License shall be governed by the laws of the Province of Ontario, Canada. No choice of laws rules of any jurisdiction shall apply to this License. If You obtained the Verification Service in the United States, You consent and agree that the courts of the State of Texas, in Dallas, Texas, shall have exclusive jurisdiction over any legal action or proceeding arising out of or relating to this License, and You consent to the jurisdiction of such courts for any such action or proceeding. If You obtained the Verification Service outside of the United States, You consent and agree that the courts of the Province of Ontario, in Ottawa, Canada, shall have exclusive jurisdiction over any legal action or proceeding arising out of or relating to this License, and You consent to the jurisdiction of such courts for any such action or proceeding. You waive all rights that You may have or that may hereafter arise to contest such exclusive jurisdiction of such courts. The parties waive any right to a jury trial with respect to any action brought in connection with this License. The application of the United Nations Convention on Contracts for the International Sale of Goods to this License is expressly excluded. The Uniform Computer Information Act does not apply to this License.
December 14, 2010