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Software License Agreement for On-Site systems · Hosting and License Agreement for Cloud Hosted systems

SOFTWARE LICENSE AGREEMENT
CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT PRIOR TO USING THIS SOFTWARE. INSTALLATION OR USE OF THIS SOFTWARE INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.
This Software License Agreement ("Agreement") is made and entered into by and between Rochester Software Associates, Inc. (hereinafter "RSA") and you, the Customer. 1. DEFINITIONS
1.1. Designated Equipment means the server or VM image licensed to run the Software. 1.2. Documentation means the user documentation provided by RSA to Customer regarding the functionality and use of the Software. 1.3. Maintenance Agreement means the software maintenance agreement, if any, between Customer and RSA regarding the maintenance of the Software. 1.4. Software means the enclosed Software in object code form. 1.5. Warranty Period means the thirty (30) days period beginning upon date of delivery to you by RSA or RSA’s authorized representative. 1.6. Test Files means files supplied by RSA for testing of the Software 1.7. Licensed Printers means the printers that are licensed to receive output from the Software.
2. LICENSE
2.1. Upon payment in full of the license fee, RSA grants to Customer a non-exclusive license to use the Software only for Customer's own internal business purposes on the Designated Equipment. 2.2. The Software may not be used on or with equipment other than the Designated Equipment and Licensed Printers unless explicitly authorized in writing by RSA which authorization will not be unreasonably withheld and upon payment of an appropriate additional license fee. Customer may not electronically transfer the Software to another VM image, computer or over a network. 2.3. Customer may make one copy of the Software, for non-production backup purposes only, provided that RSA's copyright notice and proprietary legend is included. Customer shall not otherwise copy, reverse engineer, decompile, disassemble, translate, or modify the Software. Customer may not rent, lease, or distribute copies of the Software or Documentation without the prior written consent of RSA 2.4. Test Files remain the property of RSA and may be used exclusively for testing of RSA Software and can not be used to test any other applications or software not supplied by RSA.
3. CUSTOMER RESPONSIBILITIES
3.1. Installation. Customer shall have the sole responsibility for installation of the Software and any Updates on the Designated Equipment. RSA shall not be obligated to maintain the Software after the Warranty Period except pursuant to the Maintenance Agreement, if any. 3.2. Equipment. Customer shall have the sole responsibility for obtaining and maintaining the Designated Equipment, insuring proper operating methods and environment, establishing adequate backup equipment, and implementing restart and recovery procedures. 3.3. Access. During the Warranty Period Customer shall provide, at no charge to RSA, access to the Software and Designated Equipment, including (i) remote access via a modem or secure Internet access; and (ii) on-site access if required, upon prior notification by RSA.
4. LIMITED WARRANTY
4.1. Warranty. During the Warranty Period, RSA warrants to Customer that the Software will substantially achieve functionality specified in the Documentation critical to the fundamental operation of the Software by Customer. If the Software does not meet this warranty, Customer shall notify RSA during the Warranty Period, and RSA shall, at its option, either correct any defects in the Software or render an appropriate refund or credit. 4.2. Exclusions. The warranty shall be void if (i) the Software has been subjected to accident, neglect, misuse, abuse, or vandalism; (ii) the Software has been modified by any party other than RSA; (iii) the Software has been used on equipment other than the Designated Equipment. RSA is not responsible for problems caused by changes made after publication of the Software in the operating characteristics of computer hardware, test instruments, or operating systems, nor for problems in the interaction of the Software with non-RSA software components. 4.3. Limitations. THESE WARRANTIES AND REMEDIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES AND REMEDIES, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. RSA SHALL HAVE NO LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER AGREES THAT RSA'S LIABILITY FOR ALL CLAIMS OF ANY KIND SHALL BE LIMITED TO GENERAL MONEY DAMAGES AND SHALL NOT EXCEED THE AMOUNTS ACTUALLY RECEIVED BY RSA FROM CUSTOMER PURSUANT TO THIS AGREEMENT.
5. OWNERSHIP AND CONFIDENTIALITY
5.1. Ownership. RSA shall have sole and exclusive ownership of all rights, title and interest in and to the Software and all modifications and enhancements thereof, including all applicable rights to patents, copyrights, trade secrets and other proprietary rights. 5.2. Copyright. The Software and the Documentation are copyrighted by RSA. Except as specifically provided herein, any copying of the Software or Documentation, or removal of RSA's copyright notices, is strictly prohibited. 5.3. Confidentiality. The Software and Documentation are commercially valuable proprietary products of RSA which contain trade secrets and proprietary information of RSA. Customer agrees not to disclose or allow access to the Software or Documentation to any third party, other than the Customer's employees who have a need to know for use by Customer consistent with this Agreement. Customer shall be responsible for ensuring that its employees do not improperly use or disclose the Software or Documentation. 5.4. Remedies. Customer acknowledges that in the event of a breach of Section 5.2 or 5.3, RSA will not be adequately compensated by money damages and shall therefore be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request. RSA's right to seek injunctional relief shall not limit its right to seek further remedies. 5.5. Survival. The provisions of this Section 5 shall survive termination of the Agreement.
6. TERMINATION
6.1. The license shall be effective upon payment in full of the license fees and shall continue until terminated: (i) by either party, in the event of a material breach of this Agreement by the other party, upon thirty (30) days written notice to the defaulting party specifying the default, unless the other party shall cure such default within thirty (30 days of such notice, (ii) upon written notice by Customer to RSA or (iii) upon expiration of the annual license and Customers failure to renew the license by paying the Annual Software License and Maintenance Fee. 6.2. Upon termination, Customer shall certify in writing to RSA that the Software and Documentation and all copies have been destroyed or returned to RSA.
7. GENERAL
7.1. Governing Law. This agreement shall be governed in all respects by the laws of the State of New York, except as to copyright and trademark matters, which are covered by U.S. laws and international treaties. The courts of New York State, or U.S. Federal courts sitting in New York State, shall have exclusive jurisdiction concerning all matters pertaining to this Agreement, and both parties agree to submit to such jurisdiction, with venue in Monroe County, New York. 7.2. Assignment. This Agreement shall inure to the benefit of, and shall be binding upon each of the parties hereto and their respective successor and assignees, but shall not be assigned in whole or in part by either party without prior written consent of the other party. Each party agrees such written consent will not be unreasonably withheld. 7.3. Entire Agreement. This Agreement constitutes the entire agreement between the parties and shall supersede all previous representations and agreements between the parties with respect to the subject matter hereof. Any amendment or modification shall be binding only if in writing and signed by the duly authorized representatives of both parties.
Should you have any questions concerning this Agreement, please contact Rochester Software Associates at 585-262-2690; internet at info@rocsoft,com, or 69 Cascade Dr., Rochester, New York 14614
LICENSE AND HOSTING AGREEMENT
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND COMPANY COVERING YOUR USE OF THE SOFTWARE. CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT PRIOR TO USING THIS SOFTWARE. PRIOR TO USING THE SOFTWARE, YOU MUST FIRST ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT BY ELECTRONICALLY CHECKING THE BOX MARKED "I ACCEPT THESE TERMS AND CONDITIONS." INSTALLATION OR USE OF THIS SOFTWARE INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE AND DESTROY ALL COPIES IN YOUR POSSESSION.
This Agreement ("Agreement") is made and entered into by and between Rochester Software Associates, Inc. (hereinafter "RSA") and you, the Customer. 1. DEFINITIONS
1.1. Designated Equipment means the printers or servers licensed to receive output from the Software and the server running the Software. 1.2. Documentation means the user documentation provided by RSA to Customer regarding the functionality and use of the Software. 1.3. Software means the enclosed Software in object code form. 1.4. Services may include Hosting Services and Domain Name Services (DNS Services) 1.5. Warranty Period means the thirty (30) days period beginning upon date of delivery to you by RSA or RSA's authorized representative. 1.6. "End-User" means the entity which Customer has designated and which has been approved in writing by RSA, and is the sole entity on behalf of whom Customer may use the Software in accordance with the terms and conditions set forth herein.
2. LICENSE
2.1. General. Upon payment in full of the license fee, RSA grants to Customer a non-exclusive license to use the Software only for End-User's internal business purposes on the Designated Equipment. 2.2. Restrictions. The Software may not be used on or with equipment other than the Designated Equipment unless explicitly authorized in writing by RSA which authorization will not be unreasonably withheld and upon payment of an appropriate additional license fee. Customer may not electronically transfer the Software to another computer or over a network. Customer shall not otherwise copy, reverse engineer, decompile, disassemble, translate, or modify the Software. Customer may not sublicense, rent, lease, or distribute copies of the Software or Documentation without the prior written consent of RSA, and may not use the Software on behalf of any party other than Sublicensee.
3. SERVICES
3.1. Hosting Services. If selected and prepaid by Customer, RSA will provide the following Hosting Services to Customer (a) house the computer equipment using networking components, Internet connections and other hardware and software (collectively, "RSA Systems") and (b) secure and maintain connectivity with third-party telecommunication providers, all as necessary to place and connect the computer equipment listed above to the Internet. Customer acknowledges that, as a part of RSA Systems, RSA may retain one or more third-party service providers to supply the necessary facilities, equipment, and connectivity to provide the Hosting Services hereunder. Subject to the specific terms of this Agreement, RSA retains sole right and control over the programming, content and conduct on RSA Systems. Customer is responsible for securing and maintaining its own Internet connectivity to access RSA Systems and their co-located servers. 3.2. Domain Name Services. If selected and prepaid by Customer, RSA will provide Domain Name Services, including the hosting of one or more domain names held by Customer ("DNS Services"). If Customer purchases DNS Services under its Services, Customer shall provide RSA with one or more registered domain names (each a "End-User Domain"). RSA shall host the End-User Domain(s) during the effective term of this Agreement; provided that, such domain does not violate any registrar's policies, or any laws or regulations. RSA agrees to transfer the End-User Domain at the direction of Customer or upon termination of this Agreement. End-User shall retain all right, title, and interest in the End-User Domain, and, in no event, shall RSA acquire any ownership, title, interests or rights in the End-User Domain. 3.3. ICANN. Any End-User Domain shall be hosted and administered in accordance with terms of ICANN's then current domain name dispute resolution policy and/or the policies of the registrar of the End-User Domain. The inability to use a domain name shall not entitle Customer or End-User to a refund by RSA of any fees paid with respect to the registration of such unusable domain name. 3.4. IP Addresses. RSA may assign IP addresses to Customer as part of the Services. Any IP addresses or other network numbers assigned to Customer by RSA are and shall remain the property of RSA. If Customer terminates this Agreement and/or RSA ceases to provide domain name Services, RSA may, in its sole discretion, reassign or reuse the IP addresses. RSA has sole discretion as to the Internet routing of any RSA network numbers. Upon termination, RSA will not have, and Customer hereby releases RSA from, any responsibility or liability for any actions or costs related to the reassignment or reconfiguration of Customer's system for any new IP addresses. 3.5. Uptime Goal. RSA shall use commercially reasonable efforts to make RSA Systems and the Services available 99% of the time (the "Uptime Goal"). The Uptime Goal shall be measured within RSA Systems on a monthly basis calculated to include twenty-four (24) hours per day over each month, but excluding from the numerator and denominator in the calculation the duration in time of any temporary shutdowns due to scheduled maintenance (which will not exceed in the aggregate ten (10) hours per month), telecommunications or power disruptions caused by third parties, and any other causes beyond the reasonable control of RSA. Any failure of RSA to satisfy the Uptime Goal shall not constitute a breach of this Agreement. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT ITS SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE OF RSA TO PROVIDE THE SERVICES IN ACCORDANCE WITH THE UPTIME GOAL IS TO TERMINATE THIS AGREEMENT PURSUANT TO SECTION 10. 3.6. Bandwidth Allowances. Standard bandwidth is up to 10 megabits per second. Actual realized bandwidth is dependent on Customer's connection and network traffic.
4. CUSTOMER RESPONSIBILITIES
4.1. Installation. Customer shall have the sole responsibility for installation of system parameters and End-User' documents on the RSA System. 4.2. End-User Content. Customer hereby grants RSA a limited, non-exclusive, royalty-free, non-sublicensable license to reproduce, transmit, cache, store, exhibit, publish, display, distribute, perform, edit, adapt, modify, create derivative works from, and otherwise use the End-User Content solely as necessary to provide the Services for End-User. "End-User Content" means all materials, code, data, text (whether or not perceptible by users), multimedia information (including, but not limited to sound, data, audio, video, graphics, photographs, or artwork), End-User Domain(s), e-mail, chat room content, bulletin board postings, or any other items or materials of Customer, End-User or any third party that are provided or permitted by Customer or End-User to reside on or be transmitted through RSA Systems. Customer represents and warrants that it has sufficient rights in the End-User Content to grant RSA the rights hereunder. 4.3. Customer's Sole Responsibility. Customer shall be solely responsible for all End-User Content, including, without limitation, any content or materials of a third party that Customer permits or enables to be posted onto or through RSA Systems. Subject to the terms of this Agreement, Customer shall (a) be solely responsible for the creation, posting, updating and maintenance of the End-User Content; and (b) manage, renew, create, delete, edit and otherwise control the editorial content of the End-User Content. RSA will not be responsible for reviewing the End-User Content prior to its posting by Customer. 4.4. Compatibility - Customer is responsible for ensuring that the End-User Content will be and remain fully compatible with RSA Systems (including all software and operating systems). Customer acknowledges that it is responsible for having the necessary knowledge and expertise to maintain the End-User Content. RSA reserves the right to block any End-User Content that is not compatible with RSA Systems. Upon request from Customer, and at Customer's sole expense, RSA may assist Customer in resolving any compatibility problems on a time and materials basis.
5. ACCEPTABLE USE
5.1. Customer Obligations. Customer shall at all times adhere to all applicable laws, rules, and regulations and to RSA's then current Software Licensing Agreement. Customer agrees not to interfere with or disrupt other network users' network services or network equipment intentionally or not. Disruptions include, but are not limited to, distribution of unsolicited advertising or chain letters, violations of USENET news etiquette, propagation of computer worms or viruses, and using the network to make unauthorized entry into any other machine accessible via the network. 5.2. Excluded Services - RSA will not provide Services and will terminate existing Services immediately without compensation if the Customer's equipment is used for any of the following: adult sites, copyrights violation, pirated software (also known as "warez"), pirated music and web sites whose primary business is web advertisement. 5.3. Rights of RSA. RSA may inspect the End-User Content or investigate any alleged violation of this Agreement, any RSA policy or any third-party complaints. RSA will not access or review the contents of any e-mail or other stored electronic communications except as required or permitted by applicable law or legal process. In the event that RSA determines in its sole and reasonable discretion that any End-User Content or conduct or actions of Customer or End-User (including their respective employees and users) are objectionable, unlawful, potentially infringing or otherwise violate this Agreement or other applicable policy, RSA may take any action that it deems appropriate and reasonable under the circumstance to protect its systems, facilities, customers and/or third parties. Such corrective action includes, but is not limited to: (a) issuing a warning; (b) immediately suspending or terminating the Services; (c) restricting or prohibiting access to any End-User Content that is objectionable or otherwise violates this Agreement or applicable policy; and/or (d) disabling or removing hypertext links, End-User Content or the content of any third party from RSA Systems. In the event RSA takes corrective action, RSA shall not refund any fees paid in advance of such corrective action. Without limiting the foregoing, it is the policy of RSA to terminate its Services for repeated violations of the Acceptable Use Policy. 5.4. Disclosure Rights. Customer agrees to comply with applicable laws and lawful governmental requests, to protect RSA Systems and the customers of RSA, or to ensure the integrity and operation of the business and systems of RSA, RSA may access and disclose any information it considers necessary or appropriate, including, without limitation, user profile information (i.e., name, e-mail address, etc.), IP addressing and traffic information, usage history, and customer Content residing on RSA Systems.
6. FEES
6.1. General. Customer agrees to pay RSA's standard license, set up and service fees in accordance with the Software and Services selected by Customer. Minimum monthly fees shall be billed by RSA in advance of providing the Services on a periodic basis. The variable portion of the fee from the previous month (if any) will be added to the minimum monthly fee. All charges are considered valid unless disputed in writing within forty five (45) days of the invoice date. Customer agrees to pay all federal, state, and local sales, use, value added, excise, duty and any other taxes assessed with respect to the Services provided to Customer, other than taxes based on the net income of RSA . Customer' failure to fully pay any fees and taxes within thirty (30) days after the applicable due date will be deemed a breach of this Agreement justifying the suspension of delivery of the Services and, in RSA's sole discretion, termination of this Agreement. Accounts in default are subject to an interest charge on the outstanding balance equal to the lesser of 1.5% per month or the maximum rate permitted by law. Any termination by RSA for Customer' failure to pay will not relieve Customer from paying past due fees plus interest. In the event of collection enforcement, Customer shall be liable for any costs associated with such collection, including, but not limited to, reasonable attorneys' fees, court costs and collection agency fees. 6.2. Price Changes – The parties agree that the Services are being provided on a monthly basis paid annually in advance. The parties further agree that this fee shall not be increased during the first year of this Agreement. RSA reserves the right to change the monthly fees associated with the Services selected by Customer after the first year. In such event, RSA will give Customer at least fifteen (15) days' notice prior to Customer's next billing date. If Customer does not agree to pay the new fees, Customer may terminate this Agreement by providing written notice to RSA within the fifteen-day notice period. If Customer does not elect to cancel the Service, Customer hereby consents to pay the new fee under the same terms and conditions, including the method of payment, as the previous fee.
7. LIMITED WARRANTY
7.1. Warranty. During the Warranty Period, RSA warrants to Customer that the Software will substantially achieve functionality specified in the Documentation critical to the fundamental operation of the Software by Customer. If the Software does not meet this warranty, Customer shall notify RSA during the Warranty Period, and RSA shall, at its option, either correct any defects in the Software or render an appropriate refund or credit. 7.2. Exclusions. The warranty shall be void if (i) the Software has been subjected to accident, neglect, misuse, abuse, or vandalism; (ii) the Software has been modified by any party other than RSA; (iii) the Software has been used on equipment other than the Designated Equipment. RSA is not responsible for problems caused by changes made after publication of the Software in the operating characteristics of computer hardware, test instruments, or operating systems, nor for problems in the interaction of the Software with non-RSA software components. 7.3. Limitations. THESE WARRANTIES AND REMEDIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES AND REMEDIES, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. RSA SHALL HAVE NO LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL RSA HAVE ANY LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF INFORMATION DISTRIBUTED OR MADE AVAILABLE FOR DISTRIBUTION VIA THE Services THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. CUSTOMER AGREES THAT RSA'S LIABILITY FOR ALL CLAIMS OF ANY KIND SHALL BE LIMITED TO GENERAL MONEY DAMAGES AND SHALL NOT EXCEED THE AMOUNTS ACTUALLY RECEIVED BY RSA FROM CUSTOMER PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM AROSE. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. THE FEES FOR THE SERVICES SET BY RSA HEREUNDER HAVE BEEN AND WILL CONTINUE TO BE BASED UPON THIS ALLOCATION OF RISK. 7.4. Security Risks. Customer agrees that neither RSA nor its suppliers shall, under any circumstances, be held responsible or liable for situations where the data stored or communicated through the Services are accessed by third parties through illegal or illicit means. 7.5. Customer. Customer represents, warrants and covenants to RSA that: (a) the End-User Content or its use shall not violate, misappropriate or infringe any Proprietary Rights or any other personal, privacy or moral right arising under the laws of any jurisdiction of any person or entity, nor shall same constitute a libel or defamation of any person or entity; (b) the End-User Content will not contain any harmful components, including, but not limited to, viruses, trap doors, hidden sequences, hot keys, or time bombs; (c) Customer has all right, power and authority necessary to enter into this Agreement and use the End-User Content as described herein; and (d) Customer shall comply with all applicable laws, rules and regulations (including, but not limited to, export control, decency, privacy and intellectual property laws).
8. INDEMNIFICATION
8.1. Customer will indemnify, hold harmless, and defend RSA and all employees, officers, and directors and agents of RSA from and against any and all claims, suits, actions, demands or proceedings (whether threatened, asserted, or filed) and all related damages, losses, liabilities, cost and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or relating to: (a) any violation or breach by Customer of any term, representation or warranty, or policy of this Agreement; (b) Customer's or End-User's unlawful or improper use of the Services; (c) any damages caused to RSA Systems by the End-User Content used in connection with the Hosting Services; (d) any actual or alleged violation of any Proprietary Rights or non-proprietary rights (including, but not limited to, defamation, libel, rights of privacy or publicity) by End-User Content used in connection with the Services. RSA shall indemnify, defend and hold harmless Customer, its parent organization and each of their employees, officers, and directors for: (i) any damage or injury caused by or arising from the negligent acts or omissions or misconduct of RSA, its employees or agents, in the performance of or relating to the Services. 8.2. The indemnified party shall notify the indemnifying party promptly in writing of any claim and gives the indemnifying party the authority, information, and assistance to defend any such claim. The indemnifying party shall have control of the defense of any such claim and all negotiations for its compromise or settlement, provided that no settlement of an indemnified claim shall be made without the consent of indemnified party, such consent not to be unreasonably withheld or delayed.
9. OWNERSHIP AND CONFIDENTIALITY
9.1. Ownership. RSA shall have sole and exclusive ownership of all rights, title and interest, including all applicable rights to patents, copyrights, trade secrets and other proprietary rights (collectively, "Proprietary Rights") in and to all materials, including but not limited to any computer software (in object code and source code form), and all modifications and enhancements thereof, data or information developed or provided by RSA or its suppliers pursuant to this Agreement, and any know-how, methodologies, equipment, or processes used by RSA to provide the Services to Customer. Customer or End-User is the exclusive owner of and retains all right, title and interest (including all Proprietary Rights) to the End-User Content. Note that RSA does not guarantee retention of End-User Content beyond thirty (30) days after termination. 9.2. Copyright. The Software and the Documentation are copyrighted by RSA. Except as specifically provided herein, any copying of the Software or Documentation, or removal of RSA's copyright notices, is strictly prohibited. 9.3. Confidentiality. The Software and Documentation are commercially valuable proprietary products of RSA which contain trade secrets and proprietary information of RSA. Customer agrees not to disclose or allow access to the Software or Documentation to any third party, other than the Customer's employees who have a need to know for use by Customer consistent with this Agreement. Customer shall be responsible for ensuring that its employees do not improperly use or disclose the Software or Documentation. 9.4. Remedies. Customer acknowledges that in the event of a breach of Section 9.2 or 9.3, RSA will not be adequately compensated by money damages and shall therefore be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request. RSA's right to seek injunctional relief shall not limit its right to seek further remedies. 9.5. Survival. The provisions of this Section 9 shall survive termination of the Agreement.
10. TERM AND TERMINATION
10.1. Termination of License. The license shall be effective upon payment in full of the license fees and shall continue until terminated: (i) by either party, in the event of a material breach of this Agreement by the other party, upon thirty (30) days written notice to the defaulting party specifying the default, unless the other party shall cure such default within thirty (30 days of such notice, (ii) upon written notice by Customer to RSA or (iii) upon expiration of the annual license and Customer's failure to renew the license by paying the Annual Software License and Maintenance Fee. Upon termination of the license, Customer shall certify in writing to RSA that the Software and Documentation and all copies have been destroyed or returned to RSA. 10.2. Term and Termination. The Agreement for Services shall remain in full force and effect for a twelve (12) month non-cancellable term as set forth above and will continue in full force and effect thereafter until terminated by either party. Unless either party provides notice at least thirty (30) days before the end of the Initial Term of its intention not to renew the Agreement, the Agreement will be renewed automatically for an additional 12 month term at the same price and on the same terms and conditions. RSA may terminate or suspend the Services and this Agreement upon written notice for Customer's or its users' violation of the Acceptable Use Policy. Except for termination by Customer for RSA's breach of this Agreement, upon termination of this Agreement, RSA will not refund, and Customer is not eligible for, any remaining portion of any fees that already have been charged. 10.3. Effect of Termination - Should this Agreement be terminated for any reason, RSA will not be liable to Customer or End-User because of such termination for compensation, reimbursement or damages on account of the loss of prospective profits, anticipated sales, goodwill or on account of expenditures, investments, leases or commitments in connection with Customer's or End-User's business, or for any other reason whatsoever flowing from such termination. Customer or End-User is solely responsible for procuring any new or replacement service upon termination. Any termination of this Agreement shall not relieve Customer of any obligations to pay fees and costs accrued prior to the termination date and any other amounts owed by Customer to RSA as provided in this Agreement. Upon termination of this Agreement, the following sections shall survive and remain in effect in accordance with their terms: Sections 8 and 9 as well as any sections that by their very nature survive termination.
11. GENERAL
11.1. Force Majeure. RSA shall be excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control, including but not limited to, acts of God (fire, storm, floods, earthquakes, etc.), civil disturbances, disruption of telecommunications, power or other essential services, or interruption or termination of service by the service provider being used by RSA to link its servers to the Internet, or any malicious or unlawful acts of any third party. 11.2. Waiver. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. 11.3. Governing Law and Venue. This agreement shall be governed in all respects by the laws of the State of New York, except as to copyright and trademark matters, which are covered by U.S. laws and international treaties. The courts of New York State, or U.S. Federal courts sitting in New York State, shall have exclusive jurisdiction concerning all matters pertaining to this Agreement, and both parties agree to submit to such jurisdiction, with venue in Monroe County, New York. 11.4. Notice - All notices or demands required to be given hereunder, or which may be given hereunder, shall be in writing and shall be addressed to the parties at their respective addresses set forth as most recently provided to the other party. Either party shall have the right to change the name or address of the persons to whom notice shall be given pursuant hereto, by written notice of such change given pursuant hereto. 11.5. Assignment. This Agreement shall inure to the benefit of, and shall be binding upon each of the parties hereto and their respective successor and assignees, but shall not be assigned in whole or in part by either party without prior written consent of the other party. Each party agrees such written consent will not be unreasonably withheld. 11.6. No Third Party Beneficiary. This Agreement will not confer any rights or remedies upon any person other than RSA and Customer and their permitted successors and assigns. 11.7. Entire Agreement. This Agreement constitutes the entire agreement between the parties and shall supersede all previous representations and agreements between the parties with respect to the subject matter hereof. Any amendment or modification shall be binding only if in writing and signed by the duly authorized representatives of both parties.

 
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