﻿ENTRUST CORPORATION
SOFTWARE LICENSE AGREEMENT
Revised September 2020


This Software License Agreement, together with the applicable sales order form (“Order”) which is incorporated herein (collectively the "License"), is a binding agreement between Entrust Corporation ("Entrust") as licensor, and the person or entity identified on the Order as the licensee of the Software ("Customer"). 
BY DOWNLOADING THE SOFTWARE, USING THE EQUIPMENT THAT CONTAINS THE SOFTWARE, CLICKING ON THE "ACCEPT" BUTTON OR OPENING THE SOFTWARE PACKAGE YOU ARE CONSENTING TO BE BOUND BY THIS LICENSE AND REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS LICENSE ON BEHALF OF CUSTOMER AND TO BIND CUSTOMER TO ITS TERMS. 
IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS LICENSE, IMMEDIATELY DISCONTINUE USE OF THE SOFTWARE AND RETURN IT AND ALL COPIES TO ENTRUST OR THE PARTY FROM WHOM IT HAS BEEN LICENSED. 


Covered Software.  

This License is for the computer programs identified in the Order and provided to Customer either as: (a) controller or other software that is embedded into or incorporated in Entrust equipment (“Embedded Software”), or (b) application software that is separately provided (“Application Software”). Collectively Embedded Software, Application Software and the applicable Documentation are referred to as “Software”. Software includes any fixes, updates or upgrades to the Software provided by Entrust in connection with a separate Software maintenance agreement between Entrust and Customer. “Documentation” means the electronic or printed material made available by Entrust describing the functions, features or specifications of the Software. Documentation excludes all marketing materials, proposals, demonstrations and content made available for instructional, sales or informational purposes only.


License Grant. 

For the term set forth below, subject to Customer’s compliance with the terms of this License, payment of applicable fees and taxes and use of the Software in accordance with the Documentation:

1. 	Embedded Software. Entrust hereby grants Customer a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to use, and to allow its employees to use, the Embedded Software solely in the Entrust equipment with which it is provided (and not separately or apart from such equipment) and in accordance with (a) the Documentation, and (b) any other restrictions set forth in the applicable Order or this License; and/or 

2.	Application Software. Entrust hereby grants Customer a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to use, and to allow an authorized number of its employees to use, the Application Software: (a) installed in a single location on a hard disk or other storage device, and/or on the number of PC’s and/or card machine devices owned or leased, and controlled by Customer as identified in the applicable Order ("Permitted Number of Users/Devices"); or (b) if the Application Software is configured for network use, installed on a single file server for use on a single local or wide area network for use of the Application Software over such network, provided the number of users/devices using or connected to that server does not exceed the Permitted Number of Users/Devices. 

In each case above, Customer may use the Software solely for Customer’s internal business purposes unless Entrust has specifically authorized Customer to transfer to Customer’s end user either (y) scripts, setups, profiles, configurations and similar items derived from the Software or (z) this License itself.  Customer may not host the Software to provide service to its end user customers unless Entrust has specifically authorized Customer to do so.  If Customer transfers this License, the end user will be deemed to be the “Customer” for purposes of this License and Customer’s original rights under this License will immediately terminate upon transfer to the end user.


Non-Production Uses.  

The Software license granted herein is for production purposes and does not permit the use of the Software for testing and support, backup, disaster recovery and other purposes unless such use is specified in an Order.  If provided in an Order, Customer may install a copy of the Software on a PC or server for any such purpose, and the license for the copy will be expressly limited to such purpose only and not for the purpose of production.  The PC or server on which any such copy is installed must be configured in such a way that it cannot be used in a production environment unless the copy is licensed for disaster recovery.  


Restrictions.  

Unless expressly stated in this License, in an Order or otherwise approved by Entrust in writing, Customer may not: (i) decompile, disassemble, attempt to gain access to the source code or reverse engineer the Software (excluding reverse engineering required by applicable law for interoperability); (ii) copy, modify or create any derivative works (including, without limitation, translations, transformations, adaptations or other recast or altered versions) based on the Software, or alter the Software in any way; (iii) merge the Software or any part thereof with any other software or product; (iv) copy, sell, sublicense, lease, rent, loan, assign, convey or otherwise transfer the Software; (v) distribute, disclose or allow use of the Software, in any format, through any timesharing service, service bureau, network or by any other means, to or by any third party; (vi) remove or modify any copyright, confidential or proprietary markings, legends or restriction which are on or in the Software; (vii) violate any obligations with regard to Entrust’s confidential information; or (viii) submit the Software, Documentation or Entrust confidential information to any government agency for licensing consideration or other regulatory approval. 


Third Party Software. 

Third party software products sublicensed by Entrust (“Third Party Software”) may be used only with the Software, the operating system/database shown in the Order and/or Documentation and, if applicable, the equipment on which such Third Party Software is embedded. The use restrictions in this License apply to the use of the Third Party Software, including any Third Party Software which may be licensed in source code format. Any additional programs required for the operation of Third Party Software are specified in the applicable Documentation and subject to separate licenses. Entrust’s licensors are third party beneficiaries to this License and may enforce their rights hereunder.


Ownership. 

The Software and all rights, title and interests in the Software (including without limitation all copyrights, patents, trade secrets and other intellectual property rights) are the sole property of Entrust, its suppliers, or licensors, and Customer receives no rights, title or interests in the Software except as expressly set forth in this License. Without limiting the foregoing, unless expressly stated in an Order Customer specifically agrees that Entrust exclusively owns and Customer unconditionally assigns to Entrust all rights to any and all modifications, enhancements, translations or adaptations of, or other changes to, the Software and any improvement or development based on the Software, whether developed, created or paid for by Customer or on Customer’s behalf. All rights not expressly granted to Customer in this License are expressly reserved by Entrust.  The Software is protected by copyright and other intellectual property laws and treaties.
Customer agrees that it will make the Software available only to employees with a need to know, who are obligated to comply with all restrictions contained in this License, and to maintain the secrecy of the Software and all other confidential information related thereto, including any benchmark tests, security audits and other audits performed on the Software. Customer agrees not to disclose, provide, or otherwise make available Entrust’s confidential information, including its trade secrets and copyrighted material, in any form to any third party without the prior written consent of Entrust. Customer agrees further to implement reasonable security measures to protect such confidential information. Customer is responsible for the compliance of all users with these obligations.   


Limited Warranties. 

Entrust warrants that the Software will perform in substantial compliance with the the specifications for the applicable version of the Software contained in the Documentation for the period of time set forth in the Documentation.  Entrust does not warrant that use of the Software will be uninterrupted, error free or will meet Customer’s business requirements. The sole remedy and Entrust’s sole obligation for breach of this warranty will be limited, at Entrust’s sole option, to either (i) the repair or replacement of the non-conforming Software with Software that conforms to Entrust’s specifications within a commercially reasonable time; or (ii) the refund of the purchase price of the Software, and will not include any other action or damages.  No reseller, distributor, agent or employee of Entrust is authorized to make any modification or addition to the limited warranty and remedies stated above.
The above warranty does not apply to any damages, malfunctions, or non-conformities caused to or by: (i) Customer’s use of Software in violation of this License or in a manner inconsistent with the Documentation; (ii) use of the Software with non-Entrust furnished equipment, software, or facilities; (iii) Customer’s failure to follow Entrust’s installation, operation, repair or maintenance instructions; (iv) Customer’s failure to permit Entrust timely access, remote or otherwise, to the Software; (v) failure to implement all new updates or upgrades to Software made available generally by Entrust; (vi) alteration, maintenance or modification of the Software by a party other than Entrust; or (vii) Software that has been subjected to abnormal physical or electrical stress, misuse, negligence or accident by Customer or a third party.   
The above limited warranty and the intellectual property indemnity below DO NOT apply to any beta software, evaluation software, testing or demonstration software, any temporary software modules or any software for which Entrust does not receive a license fee (collectively “Evaluation Software”). Evaluation Software provided AS IS without any warranty whatsoever. 


DISCLAIMER OF WARRANTIES/LIMITATION OF LIABILITY. 

EXCEPT AS SPECIFICALLY STATED HEREIN, ENTRUST HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE SOFTWARE, AND WITH REGARD TO ANY COMBINATION THEREOF WITH OTHER SOFTWARE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. IN NO EVENT SHALL ENTRUST OR ITS THIRD PARTY LICENSORS BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOSS OF ANY FUTURE REVENUE, INCOME, PROFITS, DATA OR THE USE OF THE SOFTWARE ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE, UNDER ANY THEORY OF LAW, EVEN IF ENTRUST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL ENTRUST’S AGGREGATE LIABILITY TO CUSTOMER FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE OR THE USE OF THE SOFTWARE, UNDER ANY THEORY OF LAW, EXCEED THE SUM OF ALL PAYMENTS MADE TO ENTRUST BY CUSTOMER FOR THE SOFTWARE.
NOTWITHSTANDING ANY OTHER STATEMENT IN THIS LICENSE, (A) WITH RESPECT TO CREATORS AND LICENSORS OF OPEN SOURCE SOFTWARE, IF ANY, IN THE PRODUCT TO WHICH THIS LICENSE PERTAINS, EACH SUCH CREATOR AND LICENSOR HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO SUCH OPEN SOURCE SOFTWARE, AND WITH REGARD TO ANY COMBINATION THEREOF WITH OTHER SOFTWARE,  INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS; AND (B) IN NO EVENT SHALL ANY SUCH LICENSOR BE LIABLE TO CUSTOMER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOSS OF ANY FUTURE REVENUE, INCOME, PROFITS, DATA OR THE USE OF THE SOFTWARE, ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE, UNDER ANY THEORY OF LAW, EVEN IF ANY SUCH LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL ANY SUCH LICENSOR’S AGGREGATE LIABILITY TO CUSTOMER FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE OR THE USE OF THE SOFTWARE, UNDER ANY THEORY OF LAW, EXCEED THE SUM OF ALL PAYMENTS MADE TO ENTRUST BY CUSTOMER FOR THE SOFTWARE.


Intellectual Property Indemnity.  

Entrust will at its expense defend Customer from any action brought against Customer to the extent that it is based upon a claim that the Software (excluding Evaluation Software), or any part thereof, directly infringes a patent, copyright, trade secret or other proprietary right in the United States of any third party (“Claim”). Entrust will indemnify Customer for the damages finally awarded against Customer or settled by agreement which are attributable to such Claim, together with any of Customer’s reasonable costs and expenses directly related to the defense against the Claim.
Entrust’s defense and indemnification obligations are subject to and limited by the following: (a) that Customer promptly notifies Entrust in writing of any knowledge or notice Customer has concerning the Claim, or the possibility thereof; (b) that Customer allows Entrust to assume immediately and undertake the sole control of the defense of any such action and all negotiations for its settlement (provided that no settlement that imposes any liability or obligation on Customer will be made without Customer’s prior written consent, which will not be unreasonably withheld); (c) that Customer cooperates with Entrust’s reasonable requests for assistance in conducting such defense; and (d) that Entrust has no obligation to reimburse Customer for any costs or expenses incurred by Customer following Entrust’s receipt of notification and its assumption of such defense.  
Should the Software, or any part thereof, become or in Entrust’s opinion be likely to become the subject of a Claim, Customer must permit Entrust at Entrust’s sole option and expense: (i) to procure for Customer the right to continue using the Software; (ii) to make available a modified or replacement product so that the Software becomes non-infringing; or (iii) if Entrust determines that it is unable to perform either of alternatives (i) or (ii), then at Entrust’s sole option to take possession of the allegedly infringing Software after giving Customer thirty (30) days prior written notice and to reimburse Customer for the purchase price of the Software depreciated over a 3-year period from the date of purchase on a straight line basis less any unpaid amount of such price. All costs of such repossession will be at Entrust’s sole expense.  
Entrust has no obligations or liability to Customer under any provisions of this Section with respect to any claim, judgment, or finding of patent, copyright, trade secret or other proprietary right infringement which is based upon: (v) the combination or utilization of the Software with equipment, software, supplies or devices not furnished or approved by Entrust; (w) use of the Software in any manner that is inconsistent with the purpose for which it was designed or contrary to the explicit provisions in Entrust’s Documentation or specifications therefor; (x) modification of the Software without Entrust’s explicit prior written approval or in any manner in accordance with designs, specifications or instructions provided by Customer; (y) claims that result from the negligent or willful misconduct of Customer; or (z) Customer’s use of a superseded or replaced version of the Software, to the extent that the obligation or liability would have been avoided by the use of a then current version which Entrust makes available to Customer.
The foregoing states Entrust’s entire liability and Customer’s sole and exclusive remedy with respect to any infringement or misappropriation of any intellectual property rights of any third party.


Audit. 

Upon written request, Customer will make available to Entrust such limited information as Entrust may reasonably request to demonstrate Customer’s compliance with the Permitted Number of Devices allowed in the Software License and the other terms and conditions contained in this License.  Customer must provide all reasonable assistance and access to information necessary to perform the audit. Entrust may provide the results of any such audit to Entrust’s third party licensors to the extent the Third Party Software is subject to the audit. In the event such audit discloses that Customer’s use of the Software exceeds or exceeded the use permitted by or otherwise violates this License, Customer must promptly pay Entrust the appropriate fees and applicable taxes for such excess use. In the event the audit discloses any other non-compliance with this License, Customer agrees to remedy such non-compliance immediately. In either event Entrust reserves the right to terminate this License.


Export. 

Software, including technical data, is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Customer agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import the Software.


US Government Rights. 

The Software is commercial computer software, as such term is defined in 48 C.F.R. §2.101. If Customer is the US Government or any contractor therefor, Customer receives only those rights with respect to the Software and Documentation as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors. 


Term and Termination. 

If set forth in the applicable Order or accompanying Documentation, this License will have an initial term of one year and is renewable in connection with renewal of applicable maintenance agreements.  If such renewable term does not apply, the term of this License will be perpetual. Customer may terminate this License at any time by destroying all copies of the Software, including any Documentation, or by returning the Software to Entrust. The License automatically terminates without notice in the event Customer violates any material term herein, including the failure to pay any applicable license fee as invoiced. In the event of termination of this License, Customer agrees to execute a Certificate of Destruction or Removal of the Software, in the form provided by Entrust upon written request, and promptly provide such form to Entrust. Entrust is not be required to refund any part of fees or taxes paid hereunder in the event Customer terminates this License.


General. 

Customer may not assign this License without the prior written consent of Entrust. If any provision of this License is held to be invalid by a court of competent jurisdiction, the remaining provisions will nevertheless remain in full force and effect. The parties agree to re-negotiate in good faith any term held invalid and to be bound by the mutually agreed substitute provision.  The failure of either party to enforce any term or condition of this License does not constitute a waiver of that party's rights to enforce subsequent breaches of any term or condition. This License is governed by and construed in accordance with the laws of the State of Minnesota, USA, without reference to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods and Uniform Computer Information Transactions Act does not apply to this License. The parties expressly agree that any legal proceeding arising out of this License must be brought in the Federal or State courts located in Hennepin County, Minnesota, and irrevocably submit to the exclusive jurisdiction of such courts. This License represents the only agreement between the parties concerning the subject matter hereof and supersedes all prior representations, understandings and agreements whether written or oral. Conflicting or additional terms contained in a purchase order or similar document issued by Customer cannot amend the terms of this License and are of no force or effect notwithstanding any statements to the contrary made in such document. This License may not be altered, amended or modified except by formal agreement in writing by the parties.
