
STONESOFT AERT SOFTWARE LICENSE AGREEMENT 5-2011

This License Agreement (the Agreement) is an agreement between you, both the individual using the AERT Software and any legal entity on whose behalf such individual is acting (Authorized Partner or Licensee) and Stonesoft Corporation, a corporation organized under the laws of Finland (Stonesoft or Licensor) with its principal place of business at Itälahdenkatu 22 A, Helsinki FI-00210, Finland.

PLEASE READ CAREFULLY THE TERMS OF THIS AGREEMENT PRIOR TO YOUR FIRST USE OF AERT SOFTWARE (SOFTWARE). THE USE OF THE SOFTWARE IS SUBJECT TO THE TERMS AND CONDTIONS OF THIS AGREEMENT AND THE TERMS AND CONDITIONS OF THE ANTI EVASION READINESS TEST AGREEMENT.

THE SOFTWARE IS LICENSED, NOT SOLD. BY USING THE SOFTWARE OR ACKNOWLEDGING I ACCEPT, LICENSEE ACCEPTS AND AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF THE LICENSEE DOES NOT AGREE TO THE TERMS OF THIS DOCUMENT, THE LICENSEE IS NOT AUTHORIZED TO INSTALL, COPY OR OTHERWISE USE THE SOFTWARE.

1.	GRANT OF LICENSE

1.1	For the Term and subject to payment all applicable fees pursuant to the Anti Evasion Readiness Test Agreement, Licensee is granted a non-exclusive, non-transferable, non-assignable, non-perpetual license to execute and run, in object code form only, the Software for its business purposes pursuant to the Anti Evasion Readiness Test Agreement. Licensee acknowledges that the Software is designed and intended to be used solely and exclusively for the purpose of testing of the network security devices. Licensee agrees, warrants and represents that it is authorized to perform testing for and have access to network security devices. LICENSEE AGREES, WARRANTS AND REPRESENTS THAT IT SHAL NOT USE THE SOFTWARE FOR ANY ILLEGAL PURPOSES OR FOR ANY PURPOSE OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN THE ANTI EVASION READINESS TEST AGREEMENT. Licensee shall indemnify and hold harmless Stonesoft from any breach of the terms of this Agreement. The Software may only be used on the laptop computer where the Software will be installed. Only the Licensee shall have the right to use the Software.

1.2	Licensee may not (or permit others to) (i) copy, reproduce, translate, modify, adapt, decompile, decipher, disassemble or reverse engineer the Software except to the extent expressly authorized by law (ii) sell, assign, sublicense, provide for service bureau use, lease, rent, loan, distribute or otherwise transfer the Software to any third party or merge the Software with any other software products (iii) remove or alter any copyright notices or other notices included in the Software or (iv) USE THE SOFTWARE FOR ANY ILLEGAL ACTIVITY OR MALICIOUS ATTACK.

1.3	The restrictions on use of the Software in this Section 1 shall apply to any included Software parts supplied to Stonesoft by third parties.

1.4	License to Data:  Licensee acknowledges that Licensees use of the Software will provide Licensee access to certain data (the Data) and Licensees use of the Data is subject to the same license terms as apply to the Software, with the additional restrictions that Licensee may not: 

a)	license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make the Data available to any third party, other than expressly agreed in the Anti Evasion Readiness Test Agreement; 

b)	modify or make derivative works based upon the Data;

c)	create Internet "links" to the Data or "frame" or "mirror" the Data on any other server or wireless or Internet-based device; 

d)	utilize the Data in order to:

i.	build a competitive product; 

ii.	build a product using similar ideas, features, functions or graphics; 

iii.	copy any ideas, features, functions or graphics.

2.	SOFTWARE MAINTENANCE AND SUPPORT

2.1	Stonesoft provides support and maintenance service and future upgrades for the Software only under a separate Support and Maintenance agreement for so long as these services are generally available.

2.2	Software is licensed to Authorized Partner under the Anti Evasion Readiness Test Agreement to be installed on a laptop computer. Stonesoft does not guarantee that the capacity of the hardware will support all future features of the Software or that all new upgrades will be compatible with the hardware. However, Stonesoft will support licensed Software either in the form of making new upgrades or providing support to the previous upgrade, until the end of the agreed support and maintenance period.

3.	INTELLECTUAL PROPERTY RIGHTS

3.1	Title to the Software and the Data and all patents, copyrights, trade secrets and other proprietary rights in or related thereto are and will remain the exclusive property of Stonesoft and its licensors and subcontractors, whether or not specifically recognized or perfected under the laws of the country where the Software is used or located. Licensee will not take any action that jeopardizes such proprietary rights or acquire any right in the Software, except the limited license specified in this Agreement. Stonesoft and its licensors will own all rights in any copy, translation, modification, adaptation or derivation of the Software and Data, including any improvement or development thereof.

3.2	The Software is accompanied by third-party software that is licensed under its own terms.  A list of this third-party software shall be as set forth below/in separate readme file. Licensee agrees to comply with the terms of these third-party licenses. Such third-party software may include certain open source software.

4.	TERM AND TERMINATION

4.1	This Agreement is effective for the duration of the Anti Evasion Readiness Test Agreement or until terminated.  Stonesoft may terminate this Agreement with immediate effect at any time upon Licensees breach of any of the provisions hereof or in the Anti Evasion Readiness Test Agreement. Upon termination of this Agreement, Licensee agrees to cease all use of the Software and to return to Stonesoft or destroy each copy of the Software and Data and all documentation and related materials in Licensees possession, and so certify to Stonesoft. Except for the license granted herein and as expressly provided herein, the terms of this Agreement shall survive termination.

5.	INDEMNIFICATION

5.1	If notified promptly in writing of any action (and provided that Stonesoft has been promptly notified of all prior claims relating to such action) brought against Licensee based on a claim that the unaltered Software supplied under this Agreement infringes a patent copyright or trade mark, Stonesoft shall defend such action at its expense and pay any costs or damages finally awarded in such action which are attributable to such claim, provided that Stonesoft shall have sole control of the defense of any such action and all negotiations for its settlement or compromise.

5.2	If a final injunction is obtained against Licensees use of the Software by reason of infringement of a patent, copyright or trade mark, or if in Stonesofts opinion any of the Software covered by this Agreement is likely to become the subject of a successful claim of infringement of a patent, copyright or trade mark, Stonesoft shall, at its option and expense, either procure for Licensee the right to continue using such Software or replace or modify the same so that it becomes non-infringing while maintaining equivalent functionality or, at Stonesofts election, terminate this Agreement and provide Licensee a prorated refund (depreciated on a straight-line 3 year basis) for the Software and accept its return.

5.3	Notwithstanding the foregoing, Stonesoft or its suppliers shall not have any liability to Licensee under this section if the infringement or claim is based upon (a) the use of the Software in combination with other equipment or software which is not furnished by Stonesoft (if such claim would have been avoided were it not for such combination), (b) Software which has been modified or altered by Licensee or (c) intellectual property rights owned by Licensee or any of their respective affiliates.  No cost or expenses shall be incurred for the account of Stonesoft without the prior written consent of Stonesoft.

5.4	THE FOREGOING STATES THE ENTIRE LIABILITY OF STONESOFT WITH RESPECT TO INFRINGEMENT OF PATENTS, COPYRIGHTS OR TRADE MARKS BY THE SOFTWARE OR ANY PART THEREOF.

6.	LIMITED WARRANTY

6.1	THE SOFTWARE IS PROVIDED AS IS.  LICENSEE ACKNOWLEDGES THAT NO REFUNDS SHALL BE DUE OR OWED LICENSEE WITH RESPECT TO SOFTWARE CONTEMPLATED BY THIS LIMITED WARRANTY SECTION.  STONESOFT DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SOFTWARE, INCLUDING ANY THIRD-PARTY SOFTWARE OR ANY OPEN SOURCE SOFTWARE, AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY OTHER WARRANTIES WHATSOEVER, INCLUDING THOSE ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE.  IN NO EVENT DOES STONESOFT WARRANT THAT THE OPERATION OF THE SOFTWARE SHALL BE UNINTERRUPTED OR ERROR FREE.

7.	LIMITATION OF LIABILITY 

7.1	Stonesoft´s entire liability and Licensees exclusive remedy, with respect to defective Software copy, shall be at Stonesofts option either to (i) replace the Software copy or (ii) correct the Error under separate support and maintenance agreement, if any, through updates and/or upgrades.  

7.2	IN NO EVENT, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL STONESOFT OR ITS SUPPLIERS BE LIABLE TOWARDS LICENSEE OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, COSTS, LOSS OR EXPENSE, (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OR INTERRUPTION OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR TECHNOLOGY) ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT IRRESPECTIVE OF WHETHER STONESOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.3	UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL STONESOFT OR ITS SUPPLIERS BE LIABLE FOR DAMAGES IN EXCESS OF THE PURCHASE PRICE OF THE SOFTWARE COPY. 

7.4	THESE LIMITATIONS OF LIABILITY AS SET FORTH IN THIS SECTION 7 WILL NOT APPLY TO STONESOFTS INFRINGEMENT INDEMNIFICATION OBLIGATIONS HEREUNDER.

8.	EXPORT CONTROL

8.1	Licensee is specifically advised and acknowledges that exports of the Software may be subject to compliance with the export control laws and regulations. The Software shall not be exported or re-exported, directly or indirectly, (i) without export or re-export license and/or governmental approvals required by any applicable laws, or (ii) in violation of any applicable prohibition against the export or re-export of any part of the Software.

9.	EQUITABLE RELIEF

9.1	Licensee acknowledges that (i) any use or threatened use of the Software in a manner inconsistent with this Agreement, or (ii) any other misuse of the confidential information of Stonesoft will cause immediate irreparable harm to Stonesoft for which there is no adequate remedy at law. Accordingly, Licensee agrees that Stonesoft shall be entitled to immediate and permanent injunctive relief from a court of competent jurisdiction in the event of any such breach or threatened breach by Licensee. The parties agree and stipulate that Stonesoft shall be entitled to such injunctive relief without posting a bond or other security; provided however that if the posting of a bond is a prerequisite to obtaining injunctive relief, then a bond in the amount of $1000 shall be sufficient. Nothing contained herein shall limit Stonesofts right to any remedies at law, including the recovery of damages from Licensee for breach of this Agreement.

10.	GENERAL

10.1	Compliance with Local Laws. Licensee agrees to comply with all applicable local laws that apply to Licensees use of the Product, and Licensee agrees to fully indemnify Stonesoft against any failure of Licensee to so comply with such local laws.

10.2	 Governing Law.  This Agreement is governed by the laws of Finland, without giving effect to the conflict of law principles thereof. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. All disputes arising under or relating to this Agreement shall be resolved exclusively in the appropriate Finnish court sitting in Helsinki, Finland.

