PLEASE READ THESE END USER TERMS OF SERVICE (“AGREEMENT”) CAREFULLY BEFORE USING THE SECLORE SOFTWARE (“SOFTWARE”).
THE TERMS AND CONDITIONS OF THIS AGREEMENT GOVERN THE DOWNLOAD, ACCESS, AND USE OF THE SOFTWARE BY YOU (HEREINAFTER REFERRED INTERCHANGEABLY TO AS “YOU” OR “USER”). BY DOWNLOADING, ACCESSING OR USING THE SOFTWARE OR ANY FEATURE, SERVICE, OR DATA THEREIN, YOU ACKNOWLEDGE THAT YOU UNDERSTAND AND AGREE TO ABIDE BY THIS AGREEMENT. SHOULD YOU DISSENT FROM THESE TERMS, REFRAIN FROM UTILIZING THE SOFTWARE.
Seclore may modify the terms and conditions of this Agreement from time to time by notifying You of such changes by any reasonable means, including by posting a revised version of this Agreement on the Seclore License Portal. Downloading, accessing, or using the Software by you following any changes to this Agreement will constitute your acceptance of such changes. The “Last Updated” legend above indicates when this Agreement was last changed.
Seclore and User undertake to comply with their respective obligations as set out in the Privacy & Security Notice for Software Users as updated by Seclore from time to time and available, at all times, on the Seclore License Portal.
The Software allows You to access documents protected by Seclore’s document security management solutions used by the party who sent the documents to the User. Subject to the terms and conditions of this Agreement, Seclore grants to You a nonexclusive, non-transferable, royalty-free, revocable (at any time), limited license, without right of sublicense, to install and use the Software solely to exchange files with another party .All rights not expressly granted to User herein are reserved by Seclore.
User shall maintain the Software in strict confidence and shall not sell, resell, distribute, transfer, publish, disclose, rent, lend, lease or sublicense the Software or make the functionality of the Software available to any other party through any means, including, without, limitation, by uploading the Software to a network or file sharing service or through any hosting, application services provider, service bureau or other type of services. User shall not modify, translate, or create derivative works based on the Software, in whole or in part, or permit or authorize a third party to do so. User acknowledges and agrees that portions of the Software, including, without limitation, the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of Seclore. Accordingly, User shall not disassemble, decompile, reverse compile, reverse engineer or otherwise attempt to derive the source code of the Software, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition. User shall not disclose, publish, or otherwise make publicly available any information related to the features and functionality of the Software. User shall not study the Software for the purposes of developing Software which is similar to or competitive with the Software. User shall not copy the Software except for making a reasonable number of archival or backup copies; provided that User reproduces on such copies the copyright, trademark and other proprietary notices or markings that appear on the original copy of the Software as delivered to User.
The Software is licensed, not sold. Seclore retains ownership of the Software, including all intellectual property rights therein. User will not delete or in any manner alter the copyright, trademark or other proprietary rights notices or markings that appear on the Software as delivered to User.
From time to time, the Software utilises several third-party products, vendors and libraries and may recommend products or services for you (“Third Party Applications”) to purchase or license from a third party outside of this Agreement (“Third Party Application Provider”). Acquisition by you of any Third-Party Application, any exchange of data between you and the Third-Party Application Provider, is solely between you and the Third-Party Application Provider. Your use of such Third Party Applications is limited to your own personal, non – transferable and non – exclusive purposes and you shall not: (i) work around any of the technical limitations of the Third Party Applications; (ii) reverse engineer, decompile or disassemble the Third Party Application, or otherwise attempt to derive its source code for the Third Party Applications, except and to the extent required by third party licensing terms governing use of certain open-source components that may be included in the Third Party Applications; (iii) remove, minimize, block, or modify any notices of the Third Party Applications, or those of Third Party Application Providers; (iv) use the Third-Party Applications in any way that is against the law; (v) share, publish, publish, rent, or lease the Third Party Applications. You shall not distribute or resell the Third-Party Applications to any third party. Seclore does not warrant or support third party products or services, including without limitation, Third Party Applications, whether or not they are designated by Seclore as “approved,” ‘compatible” or otherwise.
User acknowledges that the Software consists of “commercial computer software” and “commercial computer software documentation” as such terms are defined in the Code of Federal Regulations. No Government procurement regulations or contract clauses or provisions shall be deemed a part of any transaction between the parties unless its inclusion is required by law, or mutually agreed in writing by the parties in connection with a specific transaction. Use, duplication, reproduction, release, modification, disclosure, or transfer of the Software is restricted in accordance with the terms of this Agreement.
This Agreement remains effective until terminated. User may terminate it at any time by destroying all copies of the Software in its possession or under its control. This Agreement will automatically terminate without notice if User breaches any term of this Agreement. Upon termination, User shall promptly destroy all copies of the Software in its possession or under its control.
THE SOFTWARE LICENSED HEREUNDER IS LICENSED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. SECLORE EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NON-INFRINGEMENT.
IN NO EVENT WILL SECLORE BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ANY LOST PROFITS, REVENUE, OR DATA, INTERRUPTION OF BUSINESS OR FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES OF ANY KIND, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT SECLORE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. IN NO EVENT WILL SECLORE'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, EXCEED USD 50.00. THE FOREGOING LIMITATIONS SHALL SURVIVE AND APPLY REGARDLESS OF THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. USER AGREES THAT THE FOREGOING LIMITATIONS OF LIABILITY CONSTITUTE A MATERIAL INDUCEMENT FOR SECLORE TO ENTER INTO THIS AGREEMENT AND THAT FEES CHARGED, IF ANY, TO USER WOULD BE SUBSTANTIALLY HIGHER WITHOUT SUCH LIMITATIONS. IF YOU DO NOT AGREE TO THIS LIMITATION OF LIABILITY CLAUSE THEN DO NOT USE THE SOFTWARE.
User agrees to comply fully with the U.S. Export Administration Regulations, and any other export laws, restrictions, and regulations to ensure that the Software (software, any technical data related thereto, and any direct product thereof) is not exported or re‐exported directly or indirectly in violation of or used for any purposes prohibited by such laws and regulations.
This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to or application of conflicts of law rules or principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply. User may not assign or transfer this Agreement, or any rights granted hereunder, by operation of law or otherwise, without Seclore's prior written consent, and any attempt to do so, without such consent, will be void and of no effect. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. All notices or approvals required or permitted under this Agreement will be in writing and delivered by confirmed facsimile transmission, by overnight delivery service, or by certified mail, and in each instance will be deemed given upon receipt. Notices to Seclore will be sent to the address listed on the Seclore website currently located at Seclore.com. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Any waiver, modification, or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible, and the other provisions will remain in full force and effect. This Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings, or communications between the parties, oral or written, regarding its subject matter.