PGP Software License Agreement

BY CLICKING THE ACCEPT BUTTON OR DOWNLOADING THE SOFTWARE, YOU AGREE TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT. PGP CORP'S ACCEPTANCE AND FULFILLMENT OF YOUR ORDER ARE EXPRESSLY CONDITIONED ON YOUR AGREEMENT TO THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST CLICK THE BUTTON THAT INDICATES THAT YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT AND YOU MAY NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE.

CAREFULLY READ THE FOLLOWING LEGAL AGREEMENT (“AGREEMENT”) FOR THE LICENSE OF SOFTWARE YOU ARE ABOUT TO DOWNLOAD OR INSTALL, INCLUDING ANY UPDATES AND UPGRADES (EACH DEFINED BELOW) PROVIDED TO YOU UNDER THIS AGREEMENT (“SOFTWARE”) AND THE ACCOMPANYING DOCUMENTATION (THE “DOCUMENTATION”). “PGP CORP” MEANS PGP CORPORATION. “YOU” MEANS THE INDIVIDUAL PERSON INSTALLING OR USING THE SOFTWARE ON HIS OR HER OWN BEHALF; OR, IF THE SOFTWARE IS BEING DOWNLOADED OR INSTALLED ON BEHALF OF AN ORGANIZATION, SUCH AS AN EMPLOYER, “YOU” MEANS THE ORGANIZATION FOR WHICH THE SOFTWARE IS DOWNLOADED OR INSTALLED, AND THE PERSON INSTALLING OR USING THE SOFTWARE REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO DO SO ON YOUR BEHALF.

YOU HEREBY EXPRESSLY CONSENT TO PGP CORP'S PROCESSING OF PERSONAL DATA YOU PROVIDE TO PGP CORP (WHICH MAY BE COLLECTED BY PGP CORP OR ITS DISTRIBUTORS) ACCORDING TO PGP CORP'S CURRENT PRIVACY POLICY WHICH IS INCORPORATED INTO THIS AGREEMENT BY REFERENCE (SEE HTTP://WWW.PGP.COM). IF “YOU” ARE AN ORGANIZATION, YOU WILL ENSURE THAT EACH MEMBER OF YOUR ORGANIZATION (INCLUDING EMPLOYEES AND CONTRACTORS) ABOUT WHOM PERSONAL DATA MAY BE PROVIDED TO PGP CORP HAS GIVEN HIS OR HER EXPRESS CONSENT TO PGP CORP'S PROCESSING OF SUCH PERSONAL DATA. PERSONAL DATA WILL BE PROCESSED BY PGP CORP OR ITS DISTRIBUTORS IN THE COUNTRY WHERE IT WAS COLLECTED, OR IN THE LOCATION OF PGP CORP OR ITS DISTRIBUTORS; UNITED STATES LAWS REGARDING PROCESSING OF PERSONAL DATA MAY BE LESS STRINGENT THAN THE LAWS IN YOUR JURISDICTION.

  1. Fees. You agree to pay the applicable license fees for the Software and the applicable fees for Hardware Accessories (if any), as set forth on the order submitted by you and accepted by PGP Corp or one of its authorized distributors. License fees do not apply to evaluation, trial or freeware licenses, as described in Sections 3(c) and 3(d).


  2. Definitions.


  3. License Grants. The following license grants will apply only to the extent that you have purchased a license to the applicable Software.


  4. Delivery, Acceptance, and Term


  5. Bug Fixes and Maintenance


  6. Ownership Rights. The Software is licensed and not sold. The Software and the Documentation are protected by United States copyright laws and international treaty provisions. PGP Corp and its suppliers own and retain all right, title, and interest in and to the Software and the Documentation, including all copyrights, patents, trade secret rights, trademarks, and other intellectual property rights therein. Your possession, installation, or use of the Software, Hardware Accessories, or the Documentation does not transfer to you any title to the intellectual property in the Software, Hardware Accessories, or Documentation.


  7. Restrictions. You may not sell, lease, license, rent, loan, or otherwise transfer the Software or the Documentation, with or without consideration. Except as expressly authorized in Section 3, you agree not to permit any third party to use the Software or the Documentation in any form, and to use all reasonable efforts to ensure that no unauthorized use of the Software or the Documentation is made. You may not permit third parties to benefit from the use or functionality of the Software via a timesharing, service bureau, or other arrangement. You may not utilize the Software to operate a directory or depository for encryption certificates/keys that is similar in features or functionality to the PGP Global Directory located at http://keyserver.pgp.com. You may not transfer any of the rights granted to you under this Agreement. You may not reverse engineer, modify, decompile, or disassemble the Software or the Hardware Accessories. Notwithstanding the foregoing sentence, decompiling the Software is permitted to the extent the laws of your jurisdiction give you the right to do so to obtain information necessary to render the Software interoperable with other software; provided, however, that you first request such information from PGP Corp and PGP Corp may, in its discretion, either provide such information to you (subject to confidentiality terms) or impose reasonable conditions, including a reasonable fee, on such use of the Software to ensure that PGP Corp's and its suppliers' proprietary rights in the Software are protected. You may not modify, or create derivative works based upon, the Software or the Documentation in whole or in part. You may not copy the Software or the Documentation except as expressly permitted in Section 3. You may not remove or alter any proprietary notices or labels on the Software or the Documentation. All rights not expressly granted to you in this Agreement are reserved by PGP Corp.


  8. Warranty and Disclaimer


  9. Limitation of Liability. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL PGP CORP OR ITS SUPPLIERS BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOSS OF PROFITS, BUSINESS INTERRUPTION, DATA LOSS, WORK STOPPAGE, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF PGP CORP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PGP CORP BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT YOU ACTUALLY PAID PGP CORP UNDER THIS AGREEMENT. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT THAT APPLICABLE LAW PROHIBITS SUCH LIMITATION. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.


  10. United States Government. The Hardware Accessories are “commercial items” as that term is defined at 48 C.F.R. § 2.101. The Software and the accompanying Documentation are “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212 (or successor regulations), as applicable. Consistent with 48 C.F.R. § 12.212 and 48 C.F.R. §§ 227.7202-1 through 227.7202-4, PGP Corp provides the Software, the Hardware Accessories, and the Documentation to U.S. Government end users only pursuant to the terms and conditions herein. If you are acquiring the Software, the Hardware Accessories, and the Documentation on behalf of a government other than the U.S. Government, to the extent such government operates under laws similar to those U.S. laws addressed by C.F.R. § 12.212 and 48 C.F.R. §§ 227.7202-1 through 227.7202-4, those products are provided only pursuant to terms equivalent in effect to those terms in this Section.


  11. Export Controls. You are advised that the Software, the Hardware Accessories, and the Documentation are subject to the U.S. Export Administration Regulations. You shall not export, re-export, import, or transfer the Software (including PGP Satellite, PGP Web Messenger and/or PGP PDF Messenger), the Hardware Accessories, or the Documentation contrary to U.S. or other applicable laws, whether directly or indirectly, and you shall not assist or facilitate others in doing any of the foregoing. You represent and warrant that (a) neither the United States Bureau of Export Administration nor any other federal agency has suspended, revoked, or denied your export privileges, and (b) you are not located in, a resident of, or a citizen of, Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria or any other country to which the United States has embargoed goods. You agree not to use or transfer the Software for end use relating to any nuclear, chemical, or biological weapons or missile technology unless authorized by the U.S. Government by regulation or specific license. You acknowledge it is your responsibility to comply with any and all export and import laws and that PGP Corp has no further responsibility after the initial distribution to you within the original country of distribution.


  12. Audit. PGP Corp reserves the right to periodically audit your use of the Software to ensure that you are in compliance with this Agreement. During your standard business hours and upon at least ten (10) days prior written notice, PGP Corp may visit your facility(ies) and you will make available to PGP Corp or its representatives any requested records pertaining to the Software, provided that PGP Corp shall be entitled to conduct no more than two (2) audits in any twelve (12) month period. The cost of any requested audit will be solely borne by PGP Corp, unless such audit discloses (a) an underpayment or amount due to PGP Corp in excess of five percent (5%) of the initial license fee for the Software, or (b) you are not substantially in compliance with this Agreement, in which case you shall pay all costs related to the audit. Any underpayment of fees disclosed by any such audit shall be paid to PGP Corp immediately, together with the applicable late payment charges.


  13. Governing Law/Arbitration. This Agreement is governed by the laws of the State of California, excluding any conflicts of law principles that would provide for the application of the law of another jurisdiction. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. Any dispute between the parties arising out of or related to this Agreement shall be settled by final, binding arbitration utilizing the dispute resolution procedures of the American Arbitration Association (AAA) in San Francisco, CA. Notwithstanding the foregoing, PGP Corp may bring suit in any appropriate forum for any breach of Sections 3 or 7 or for infringement or misappropriation of its intellectual property rights. BY AGREEING TO ARBITRATION, THE PARTIES UNDERSTAND THAT THEY ARE WAIVING CERTAIN RIGHTS AND PROTECTIONS WHICH MAY OTHERWISE BE AVAILABLE IN COURT, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO A JURY TRIAL.


  14. Miscellaneous. This Agreement represents the entire agreement with respect to the Software and the Documentation between you and PGP Corp, and supersedes any prior agreement, communication, proposal, representation, or understanding between the parties, provided that, in the event of any conflict between this Agreement and a hardcopy software license agreement signed by both you and a duly authorized officer of PGP Corp with respect to the Software, the terms of that software license agreement will prevail. This Agreement may not be modified except by a written amendment (not including conflicting preprinted terms of a purchase order, confirmation, or the like, which will have no effect) expressly referencing this Agreement and signed by a duly authorized officer of PGP Corp. No right or remedy of PGP Corp under this Agreement shall be deemed waived by PGP Corp unless such waiver is in writing and signed by a duly authorized officer of PGP Corp. If any provision of this Agreement is held invalid as written, the remainder of this Agreement will continue in full force and effect and the invalid provision will be deemed to be modified so as to be enforceable to the maximum extent permitted by applicable law. Unless expressly stated otherwise, in this Agreement “including” means “including but not limited to” and “discretion” means “sole and absolute discretion.” This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without PGP Corp's express written consent, and any attempted assignment or transfer in violation of the foregoing will be void and without effect. PGP Corp expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder.


  15. PGP Corp Customer Contact. If you have any questions concerning these terms and conditions, or if you would like to contact PGP Corp for any other reason, please go to www.pgp.com.