Entrust Connect for Microsoft Azure App

CONNECTOR LICENSE AGREEMENT

This CONNECTOR LICENSE AGREEMENT (the “License”) contains the terms and conditions that govern your access to, download, installation, and/or use of, a plug-in, agent, client software or other executable application made available by Entrust (each, a “Connector”).

You agree to be bound by this License through: (i) your download, installation, access, or use of the Connector; or (ii) your express agreement to this License, including, without limitation, when an “Accept” or similar button, and/or a check box presented with this License is clicked and/or checked by you.

You, as the individual downloading, installing, accessing, or using the Connector, or clicking and/or checking the aforementioned buttons and/or boxes, represent and warrant that you are lawfully able to enter into contracts (e.g. you are not a minor). If you are entering into this License on behalf of a legal entity, for example, the company or organization you work for, or, if you are agreeing on behalf of a customer or client, you represent to us that you have legal authority to bind such legal entity. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS LICENSE (OR YOU DO NOT HAVE THE LEGAL AUTHORITY TO ENTER INTO CONTRACTS OR TO BIND THE LEGAL ENTITY ON WHOSE BEHALF YOU ARE PROVIDING SUCH ACCEPTANCE), YOU SHALL NOT ACCESS, USE, DOWNLOAD, OR INSTALL THE CONNECTOR. CONTINUED RIGHT TO ACCESS AND USE THE CONNECTOR IS CONTINGENT ON YOUR (OR THE LEGAL ENTITY ON WHOSE BEHALF YOU ARE PROVIDING ACCEPTANCE) CONTINUED COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS License.

This License is between Licensee (as defined below) and (i) Entrust, Inc., if Licensee is located in the United States; (ii) Entrust (Europe) Limited, if Licensee is located in Europe, the Middle East, or Africa; or (iii) Entrust Limited, if Licensee is located in any other jurisdiction (as applicable, “Entrust”).

1.     Definitions. Terms not otherwise defined in this License shall have the meanings set forth in Section 1 below whenever used in this License.

1.1.   “Affiliates” means, with respect to Entrust, any subsidiary of Entrust Corporation, and, with respect to Licensee, any corporation or other entity that is directly or indirectly controlled by Licensee either through ownership of fifty percent (50%) or more of the voting rights for the board of directors or other mechanism of control.

1.2.   “Documentation” means user guide, manual, technical specifications or release notes for the Connector, or the portions relating to the Connector of any user guide, manual, technical specifications or release notes for the Primary Offering, in each case, all as may be updated from time to time.

1.3.   "Licensee" means the individual downloading, installing, accessing or using the Connector. If such individual is entering into this License on behalf of a company, organization, institution, or other such legal entity, the “Licensee” refers to such company, organization, institution, or other such legal entity as well.

1.4.   “Primary Offering” means the Entrust product or service with which the Connector was designed to interoperate, and which Licensee is authorized to use pursuant to a current valid license under a separate legal agreement.

2.     Connector License. Subject to Licensee’s compliance with the License, Entrust hereby grants Licensee a personal, limited, non-exclusive, non-transferable, non-sub-licensable license to download, install, and use the Connector solely to access and interoperate with a Primary Offering or a function thereof, all in accordance with the Documentation.

3.     Restrictions. Licensee agrees not to: (i) reverse engineer, disassemble, reverse translate, decompile, in any other manner decode, or create a subset, superset or other derivative of, the Connector, except to the extent that the foregoing restriction is expressly prohibited by applicable law notwithstanding a contractual obligation to the contrary; (ii) host, time-share, rent, lease, sell, license, sublicense, assign, distribute or otherwise transfer or allow third parties to exploit any component of the Connector; (iii) use the Connector for service bureau or time-sharing purposes; (iv) grant a security interest in the Connector, in whole or in part; (v) modify the Connector or any parts thereof; (vi) attempt to circumvent or disable any restriction or entitlement mechanism that is present or embedded in the Connector; (vii) provide access credential information used with the Connector to any third party; (x) share non-public Connector features or content with any third party; (xi) access the Connector in order to build or benchmark against a competitive product or service, or to build a product using similar ideas, features, functions as the Connector; (xii) use the Connector to send or store infringing or unlawful material or viruses, worms, time bombs, Trojan horses and other harmful or malicious codes, files, scripts, agents or programs; (xiii) use any Connector independently of the applicable Primary Offering; (xiv) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Connector or the data contained therein; or (xv) use the Connector other than in accordance with the License and in compliance with all applicable laws, rules or regulations.

4.     Licensee’s Systems and Software. Licensee has exclusive responsibility to ensure that it has any and all requisite rights to use any third party data, product or service with which it uses or connects the Connector, including to transfer any data between the Primary Offering and the third party product or service. The use of a Connector does not create any data subprocessor relationship between Entrust and any third party. Any support offered by Entrust for the Connector or the Primary Offering does not include support for any third party products or services or for the interoperability of the Connector with such third party products or services.

5.     High Risk Applications. Licensee may not use, or authorize others to use, any part of the Connector in any application in which the failure of the Connector could lead to death, personal injury or severe physical or property damage ("High-Risk Applications"), including the monitoring, operation or control of nuclear facilities, mass transit systems, aircraft navigation or aircraft communication systems, air traffic control, weapon systems and direct life support machines. Entrust expressly disclaims any express or implied warranty of fitness for High Risk Applications.

6.     Ancillary Software. Versions of certain third-party open source software (including libraries and redistributable files) may be embedded in, delivered with or automatically downloaded as part of any Connector (“Ancillary Software”). If a separate license agreement pertaining to the Ancillary Software is embedded or provided with the Connector, then the Ancillary Software is subject to the applicable separate license agreement pertaining to the Ancillary Software. Upon request, Entrust will provide Licensee with a complete list of Ancillary Software and corresponding licenses, which list shall be deemed Entrust Confidential Information. Entrust does not make any representations or provide any warranties or conditions in respect to the Ancillary Software. Any Ancillary Software included with or embedded in the Connector may be used only with the applicable Connector, unless otherwise permitted in the applicable agreement accompanying such Ancillary Software.

7.     No Other Rights Granted. The rights granted under the License are only as expressly set forth in the License. No other right or interest is or will be deemed to be granted, whether by implication, estoppel, inference or otherwise, by or as a result of the License or any conduct of either party under the License. Entrust and its licensors expressly retain all ownership rights, title, and interest in the Connector and any other products and services provided by Entrust (including any modifications, enhancements and derivative works thereof). Any permitted copy of all or part of any item provided to Licensee must include all copyright notices, restricted rights legends, proprietary markings and the like exactly as they appear on the copy delivered by Entrust to Licensee.

8.     Support. Entrust may, at its sole discretion, update or modify the Connector; however, Licensee understands and acknowledges that this License does not create any obligation on the part of Entrust to update or modify the Connector. Technical support for the Connector may be included as part of support provided to Licensee for the Primary Offering.

9.     Feedback. “Feedback” refers to Licensee’s suggestions, comments, or other feedback about the Connector or other Entrust products and services. Even if designated as confidential, Feedback will not be subject to any confidentiality obligations binding Entrust. Licensee hereby agrees that Entrust will own all Feedback and all associated intellectual property rights in or to Feedback, and Licensee hereby assigns to Entrust all of Licensee’s right, title, and interest thereto, including without limitation intellectual property rights.

10.  Confidential Information.

10.1.              Definitions; Exclusions. In this Section (Confidential Information), “Discloser” means the party that discloses Confidential Information (defined below), and “Recipient” means the party that receives it. “Confidential Information” means any business, technical, financial, or other information, however conveyed or presented to the Recipient, that is clearly designated by the Discloser as being confidential or that ought reasonably to be considered confidential by the Recipient, including all information derived by the Recipient from any such information. Confidential Information does not include any information that: (i) was lawfully known by Recipient prior to disclosure; (ii) was lawfully in the public domain prior to its disclosure, or becomes publicly available other than through a breach of the License; (iii) was disclosed to Recipient by a third party without a duty of confidentiality to the Discloser; or (iv) is independently developed by Recipient without reference to Discloser’s Confidential Information.

10.2.              Nondisclosure. If Confidential Information is disclosed or received by an Affiliate of a party, it is deemed to have been disclosed or received by the party itself. The Recipient will use all Confidential Information it receives only for the purpose of exercising its rights and fulfilling its obligations under the License. Recipient will treat such Confidential Information with the same degree of care against unauthorized use or disclosure that it affords to its own information of a similar nature, but no less than reasonable degree of care. Recipient will not remove or destroy any proprietary or confidential legends or markings placed upon any documents or other materials. Recipient will only disclose Discloser’s Confidential Information to Recipient’s and its Affiliates’ personnel and agents with a need to know (“Recipient Agents”). Recipient shall be responsible for ensuring Recipient Agents comply with the confidentiality obligations of this Section (Confidential Information) and any acts or omissions of a Recipient Agent in breach of the terms and conditions of this Section (Confidential Information) shall be considered the acts or omissions of the Recipient. If Recipient is compelled pursuant to legal, judicial, or administrative proceedings, or otherwise required by law, to disclose Confidential Information of the Discloser, Recipient will use reasonable efforts to seek confidential treatment for such Confidential Information, and, if and as permitted by law, will provide prior notice to the Discloser to allow the Discloser to seek protective or other court orders.

10.3.              Injunction. Recipient agrees that its breach of this Section (Confidential Information) may cause Discloser irreparable injury, for which monetary damages may not provide adequate compensation, and that in addition to any other remedy, Discloser may be entitled to injunctive relief against such breach or threatened breach.

11.  Warranty. Entrust warrants that for a period of ninety (90) days from the date of initial download the Connector will perform in substantial accordance with the applicable Documentation. This warranty does not cover or apply with respect to any damages, malfunctions or non-conformities caused by (i) failure to use the Connector in accordance with the License and the Documentation; (ii) accident, misuse, abuse, improper operation, misapplication, or any other cause external to the Connector; or (iii) any modifications or additions made to the Connector by Licensee. Entrust’s exclusive liability and the Licensee’s sole and exclusive remedy for breach of the provisions of this Section (Warranty) shall be, at Entrust’s option, to correct, repair or replace, free of charge, the Connector which does not meet Entrust’s warranty.

12.  Disclaimer. Except as expressly stated in Section 11 (Warranty), the Connector is provided “AS IS”, and Entrust and its Affiliates, licensors and suppliers disclaim any and all representations, conditions or warranties of any kind, express or implied, including warranties of non-infringement, title, merchantability or fitness for a purpose, satisfactory quality, or any representations, conditions or warranties implied by statute, course of dealing, course of performance, or usage or trade. Entrust makes no representations, conditions or warranties regarding any third party product or service, including those with which any Connector may interoperate. Entrust makes no representations, conditions or warranties that any Connector will perform without interruption or error.

13.  Indemnity. Licensee agrees to defend, indemnify and hold harmless Entrust against any and all third party claims, demands, suits or proceedings, fines, costs, damages, losses, settlement fees, and expenses (including investigation costs and attorney fees and disbursements) arising out of or related to Licensee’s misuse or misconfiguration of the Connector or its failure to have the requisite rights described in Section 4 (Licensee’s Systems and Software) (a “Claim”). The obligations in this Section (Indemnity) only apply if Entrust (i) provides Licensee with prompt written notice of the Claim, provided that failure by Entrust to provide prompt notice will relieve Licensee of its obligations only to the extent that Licensee was actually and materially prejudiced by such failure; (ii) gives Licensee the exclusive right to control and direct the investigation and defense of such Claim, including appeals, negotiations, and any settlement or compromise thereof, provided that Entrust will have the right to reject any settlement or compromise that requires that it admit wrongdoing or liability or that subjects it to any ongoing affirmative obligations; (iii) has not compromised or settled the Claim; and (iv) agrees to cooperate and provide reasonable assistance (at Licensee’s sole expense) in the defense. Entrust may participate in the defense of any Claim for which it is indemnified under this Section (Indemnity) at its sole expense.

14.  Liability. In this Section (Liability), “Entrust” will be deemed to mean Entrust Corporation, its Affiliates, and their respective suppliers, licensors, resellers, distributors, subcontractors, directors, officers, and personnel. In no event will Entrust be liable for, and Licensee waives any right it may have to, any consequential, indirect, special, incidental, punitive or exemplary damages or for any loss of business, opportunities, revenues, profits, savings, goodwill, reputation, customers, use, or data, or costs of reprocurement or business interruption. In no event will Entrust’s total aggregate liability arising out of or related to the License exceed the greater of the fees paid or payable by Licensee to Entrust under this License for the twelve months prior to the first event giving rise to liability, or five hundred U.S. dollars (U.S. $500.00). The exclusions and limits in this Section (Liability) apply: (i) regardless of the form of action, whether in contract (including fundamental breach), tort (including negligence), warranty, indemnity, breach of statutory duty, misrepresentation, strict liability, strict product liability, or otherwise; (ii) on an aggregate basis, regardless of the number of claims, transactions, digital signatures or certificates; (iii) even if the possibility of the damages in question was known or communicated in advance and even if such damages were foreseeable; and (iv) even if the remedies fail of their essential purpose. Licensee acknowledges that Entrust has entered into the License in reliance on the limitations and exclusions in this Section (Liability), which form an essential basis of the License. Notwithstanding anything to the contrary in this Section (Liability) or elsewhere in the License, to the extent required by applicable law Entrust neither excludes nor limits its liability for: death or bodily injury caused by its own negligence; its own fraud or fraudulent misrepresentation; or other matters for which liability cannot be excluded or limited under applicable law.

15.  Term and Termination. This License is effective upon Licensee’s first access to, and/or download, installation, and/or use of, the Connector and shall continue in effect until terminated as set forth herein. This License will terminate immediately and without notice upon termination or expiry of the license for the applicable Primary Offering. Either party may terminate this License for any reason or no reason on thirty (30) days prior written notice. Either party may terminate this License immediately if the other party: (i) fails to correct a material breach of this License within thirty (30) days after receipt of notice thereof, (ii) files a bankruptcy petition or has such a petition filed involuntarily against it, becomes insolvent, makes a material change of ownership, makes an assignment for the benefit of creditors, consents to the appointment of a trustee, or if bankruptcy, reorganization or insolvency proceedings are instituted by or against it, or (iii) is in breach of any payment obligation or infringes the intellectual property rights of the terminating party. Immediately upon termination of this License, all licenses granted to Licensee herein terminate and Licensee shall destroy all its copies of the Connector. Termination is without prejudice to any right or remedy that may have accrued or be accruing to either party prior to termination. Any provision of the License which contemplates or requires performance after the termination of the License or that must survive to fulfill its essential purpose, including the terms of this Section (Effects of Termination), confidentiality, warranty disclaimers, indemnities, liability, and compliance with laws, will survive the termination and continue in full force and effect until completely performed.

16.  Compliance with Applicable Laws. Licensee will comply in all respects with any and all applicable laws, rules and regulations and obtain all permits, licenses and authorizations or certificates that may be required in connection with Licensee’s exercise of its rights and obligations under any part of this License. Without limiting the foregoing, Licensee will comply with all applicable trade control laws, including but not limited to any sanctions or trade controls of the European Union (“E.U.”), Canada, the United Kingdom (“U.K.”), and United Nations (“U.N.”); the Export Administration Regulations administered by the U.S. Department of Commerce’s Bureau of Industry and Security; U.S. sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”); or on the U.S. Department of Commerce Entities List (“Entities List”); and any import or export licenses required pursuant to any of the foregoing; and all applicable anti-money laundering laws, including the U.S. Bank Secrecy Act, Money Laundering Control Act, and Patriot Act, the Canadian Proceeds of Crime (Money Laundering) and Terrorist Financing Act, the U.K. Proceeds of Crime Act, and legislation implementing the International Convention on the Suppression of the Financing of Terrorism or the money laundering provisions of the U.N. transnational Organized Crime Convention. Licensee represents and warrants that: (i) Licensee is not located in, under the control of, or a national or resident of any country to which the export of any software or technology licensed under the License, or related information, would be prohibited by the applicable laws, rules or regulations of the U.S., Canada, U.K., E.U., or other applicable jurisdiction; (ii) Licensee is not a person or entity to whom the export of any software or technology licensed under the License, or related information, would be prohibited by the laws of the U.S., Canada, U.K., E.U., or other applicable jurisdiction; (iii) Licensee has and will comply with applicable laws, rules and regulations of the U.S., Canada, U.K., E.U., or other applicable jurisdiction(s) and of any state, province, or locality or applicable jurisdiction governing exports of any product or service provided by or through Entrust, and will conduct appropriate due diligence on all End Users to ensure transactions with them comply with same; (iv) Licensee will not use the Connector for any purposes prohibited by applicable laws, rules or regulations on trade controls, including related to nuclear, chemical, or biological weapons proliferation, arms trading, or in furtherance of terrorist financing; (v) neither Licensee nor any of its affiliates, officers, directors, or employees is (a) a person listed on, or directly or indirectly owned or controlled by, a person (whether legal or natural) listed on, or acting on behalf of a person listed on, any U.S, Canadian, E.U., U.K., or U.N. sanctions list, including OFAC’s list of Specially Designated Nationals or the Entities List; or (b) located in, incorporated under the laws of, or owned (meaning 50% or greater ownership interest) or otherwise, directly or indirectly, controlled by, or acting on behalf of, a person located in, residing in, or organized under the laws of Cuba, Iran, North Korea, Syria, or the Crimea region of Ukraine (each of (a) and (b), a “Denied Party”, as such list may be updated at https://www.entrust.com/legal-compliance/denied-parties); and (vi) Licensee is legally distinct from, and not an agent of any Denied Party. In the event any of the above representations and warranties is incorrect or Licensee engages in any conduct that is contrary to sanctions or trade controls or other applicable laws, regulations, or rules, any agreements, purchase orders, performance of services, or other contractual obligations of Entrust are immediately terminated.

17.  Third-Party Beneficiaries. Licensee hereby acknowledges that there may be third-party beneficiaries to the License. To the extent that the License contains provisions that relate to the Connector in which such third-parties have an interest, 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.

18.  U.S. Government End-Users. Any software and documentation provided under the License are commercial items, as that term is defined in 48 CFR 2.101, consisting of commercial computer software and commercial computer software documentation, as those terms are used in 48 CFR 12.212. If software or documentation is acquired by or on behalf of the U.S. government or by a U.S. government contractor (including without limitation prime contractors and subcontractors at any tier), then in accordance with 48 CFR 227.7202-4 (for Department of Defense licenses only) and 48 CFR 12.212 (for licenses with all federal government agencies), the government’s rights to such software and documentation are limited to the commercial rights specifically granted in the License, as restricted by the License. The rights limited by the preceding sentence include any rights to reproduce, modify, perform, display, disclose, release, or otherwise use the software or documentation. This Section (U.S. Government End-Users) does not grant Licensee any rights not specifically set forth in the License. Licensee shall not remove or deface any restricted rights notice or other legal notice appearing in any software or documentation or on any associated packaging or other media. Licensee shall require that its U.S. government users of any software or documentation agree to and acknowledge the provisions of this Section (U.S. Government End-Users) in writing.

19.  Miscellaneous. Nothing contained in the License will be deemed to constitute either party or any of its employees, the partner, agent, franchisee, or legal representative of the other party or to create any fiduciary relationship for any purpose whatsoever. Licensee will not (and has no right to) assign, sell, transfer, or otherwise dispose of, whether voluntarily, involuntarily, by operation of law, or otherwise, the License or any right or obligation under the License without the prior written consent of Entrust. Entrust may, without the consent of Licensee, assign the License together with all of its rights and obligations under the License to an Affiliate, or as part of a sale, merger, or other transfer of all or substantially all the assets of the business to which the License relates. 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. 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. Any disputes related to the Connector, as well as the construction, validity, interpretation, enforceability and performance of the License, and all claims arising out of or related to the License, including tort claims, shall, (i) if Licensee is located in Canada, be governed by the laws of the Province of Ontario, Canada, and shall be brought in the provincial or federal courts sitting in Ottawa, Ontario; (ii) if Licensee is located in Europe, be governed by the laws of England and Wales and shall be brought in the courts sitting in London, England; and (iii) if Licensee is located anywhere else in the world, be governed by the laws of the State of Minnesota, United States, and shall be brought in the federal and state courts located in Hennepin County, Minnesota. Each party hereby agrees that the applicable courts identified in this Section (Miscellaneous) shall have personal and exclusive jurisdiction over such disputes. In the event that any matter is brought in a provincial, state or federal court each party waives any right that such party may have to a jury trial. To the maximum extent permitted by applicable law, the parties agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods, as amended, shall not apply to the License. The License and items expressly incorporated into any part of the License form the entire agreement of the parties with respect to the Connector. Neither party has entered into the License in reliance upon any representation, warranty, condition or undertaking of the other party that is not set out or referred to in the License. The definitive version of the License is written in English. If the License is translated into another language and there is a conflict between the English version and the translated version, the English language version controls. If Licensee is located in Quebec, the parties hereby confirm that they have requested that the License and all related documents be drafted in English; les parties ont exigé que le présent contrat et tous les documents connexes soient rédigés en anglais. Some versions of the Connector which have been designated as localized or country-specific may nonetheless contain certain components and/or interfaces that are in the English language only. In the License, the words “including”, “include” and “includes” will each be deemed to be followed by the term “without limitation”. The section or other headings in the License are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of the License. Any exhibit, document or schedule referred to in the License means such exhibit or schedule as amended, supplemented and modified from time to time to the extent permitted by the applicable provisions thereof and by the License. References to any statute or regulation mean such statute or regulation as amended at the time and includes any successor statute or regulation.