                                                           PCA 15 version 2.1

               APPGATE NETWORK SECURITY AB  ("APPGATE")

                 MINDTERM END-USER LICENSE AGREEMENT
                       (LIMITED COMMERCIAL USE)


PLEASE REVIEW THE FOLLOWING TERMS AND CONDITIONS PRIOR TO ACCESSING, DOWNLOADING AND/OR OTHERWISE USING ANY OF THE LICENSED PRODUCTS, AS HEREIN AFTER DEFINED.

THE USE OF THE LICENSED PRODUCTS AS WELL AS ANY UPDATES THERETO IS SUBJECT TO THE TERMS AND CONDITIONS OF THE THIS LICENSE AGREEMENT (THE "AGREEMENT"). BY OPENING THE RELEVANT SOFTWARE PACKAGE, BY SELECTING THE [AGREED AND/OR ACCEPT] BUTTON, DOWNLOADING AND/OR OTHERWISE USING THE SOFTWARE OR ANY PORTION THEREOF, LICENSEE (THE FIRM, COMPANY OR OTHER PERSON HAVING RECEIVED THE LICENSED SOFTWARE PURSUANT TO AN ORDER ON THE APPGATE WEB SITE OR OTHERWISE) ARE AGREEING TO THE BOUND BY THE TERMS AND CONDITIONS OF THE AGREEMENT AND ARE ENTERING INTO THE AGREEMENT WITH APPGATE NETWORK SECURITY AB ("LICENSOR" or "APPGATE").


1.	DEFINITIONS

As used in this Agreement, the following terms shall have the following meanings:

1.1	"Designated Use" means the uses described in Section 2.3.

1.2	"Documentation" means the materials and documents relevant to the Licensed Products and provided by AppGate 

1.3	"Event of Default" means any event specified in Section 7.1.

1.4	"License" means the license to use the Licensed Products as defined in Section 2.1.

1.5	"Licensed Products" means the software product MindTerm in object code form only. (Use of source code is subject to the conditions set forth in the MindTerm Public Source license agreement.)


1.7	"Usage, Use or Used" includes the act of transferring, transmitting, compiling, executing, interpreting, processing or storing the Licensed Products through the use of computer equipment, or transferring, transmitting, compiling, executing, interpreting, processing or storing any data or information using the Licensed Products; and/or displaying any portion of the Licensed Products or data or information in connection with any of these activities.


2.	GRANT OF LICENSE

2.1	Nonexclusive License

Subject to Licensee's compliance with the terms and conditions of this Agreement Licensee is hereby granted a nonexclusive, non-transferable, non assignable and royalty-free license to Use the Licensed Products for purposes of the Designated Use; provided, however, that this Agreement does not grant to Licensee any title or right of ownership in or to the Licensed Products.

2.2	Right to Utilize the Documentation

Subject to the term and conditions of this Agreement, AppGate hereby grants to Licensee, and Licensee hereby accepts from AppGate, a nonexclusive, non-transferable, non assignable and royalty-free right to utilize the Documentation in connection with the Designated Use of the Licensed Products; provided, however, that this Agreement does not grant to Licensee any title or right of ownership in or to the Documentation. Licensee shall not copy any Documentation, but may obtain additional copies from AppGate for the applicable charges specified by AppGate from time to time.

2.3	Use

The Licensed Products may be Used only for Licensee's own internal computing requirements in accordance with the terms and conditions set forth herein and strictly limited to the number of users as defined here. The Licensed Products are free to use by Licensor in any organization, commercial or non-commercial, according to this License Agreement for up to, but not exceeding, 25 (twenty five) distinct users. Any other use requires a Commercial License Agreement which AppGate may grant in its sole discretion.

Licensors with a Commercial License agreement can subscribe to Maintenance and Support services to periodically receive updated versions of the Licensed Products, get access to support services (web, e-mail and telephone) and receive updated signed versions of the MindTerm applet. These services are not available under this limited Agreement.

Licensee is allowed to use the MindTerm source code according to the MindTerm Public Source license agreement. Licensee is allowed to use any derivative works of the Licensed Products for its own internal computing requirements according to the terms and conditions of this Agreement.

3.	TERM OF LICENSE

The License granted hereunder shall commence upon Licensee's acceptance of the terms and conditions herein contained and shall continue in effect unless terminated earlier pursuant hereto.


4.      NO COPYING AND RESTRICTED USE

4.1	Restricted Use

Licensee shall not Use the Licensed Products or the Documentation for any purposes other than the Designated Use specified in Section 2 hereof. 

4.2	No Copying

Licensee may make, free of charge, copies of the Licensed Products for the Designated Use, archival or back-up purposes. Licensee shall not make any copy of the Licensed Products for a use that AppGate has not expressly approved under this Agreement. Licensee shall not Use or allow the Licensed Products to be Used, directly or indirectly, in any manner that would enable its customers or any other person or entity to copy or Use any of the Licensed Products. Copying or reproduction of the Licensed Products to any other server or location or media for further reproduction or redistribution is expressly prohibited.

4.3	No Transfer of License; No Sublicense

Licensee shall not assign or transfer this License, or license or sublicense the Use of all or any portion of the Licensed Products, to any other party.

4.4	No Modification or Decompilation

Licensee shall not modify, disassemble, decompile, recreate or generate any Licensed Products or any portion or version thereof unless and to the extent permitted under applicable mandatory law. 

4.5	Export

Licensee shall not export or re-export the Licensed Products or permit transshipment thereof, directly on indirectly, to any country to the extent such country requires an export license or other governmental approval, without first obtaining such license or approval.

4.6	Proprietary Markings

Licensee shall not remove, erase or hide from view any copyright, trademark, confidentiality notice, mark or legend appearing on any of the Licensed Products or any form of output produced by the Licensed Products.



5.	NO WARRANTY

Because the Licensed Products are licensed free of charge, there is no warranty for the Licensed Program, to the extent permitted by applicable law. AppGate provides the Licensed Products "as is" without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Licensee alone accepts the entire risk as to the quality and performance of the Licensed Products.  Should the Licensed Products prove defective, Licensee  assumes the cost of all necessary servicing, repair or correction.




6.	LIMITATION OF LIABILITY AND REMEDIES

In no event shall AppGate be liable for any loss of or damage to revenues, profits or goodwill or other special, incidental, indirect or consequential damages of any kind, resulting from its performance or failure to perform pursuant to the terms of this Agreement or any exhibits hereto, or resulting from the furnishing, performance, or use or loss of use, loss of data or loss of any licensed products or other materials delivered, including, without limitation, any interruption of business, whether resulting from breach of contract or breach of warranty, even if licensee has been advised of the possibility of such damages.

 

7.	DEFAULT AND TERMINATION

7.1	Termination in Advance Upon Default

This Agreement may be terminated with immediate effect upon the occurrence of any of the following Events of Default:

(a)	 Covenants

The failure or neglect of Licensee to observe, keep or perform any of the covenants, terms and conditions of this Agreement, where such non-performance is not fully cured by Licensee within thirty (30) days after written notice from AppGate; or

(b)	Bankruptcy

The filing of a petition for Licensee's bankruptcy, whether voluntary or involuntary, or if an assignment of Licensee's assets is made for the benefit of creditors, or a trustee or receiver is appointed to take charge of the business of Licensee for any reason, or if Licensee becomes insolvent or voluntarily or involuntarily dissolved.


7.2	Obligations on Termination

Effective with the date of expiration or other termination of this Agreement, all Usage of the Licensed Products shall terminate, and all rights of Licensee under this Agreement shall cease, specifically including, but without limitation, the License and all other rights granted to Licensee under this Agreement. 

7.3	No Waiver

Termination of the Agreement under this Section shall be in addition to, and not a waiver of, any remedy at law or in equity available to AppGate arising from Licensee's breach of this Agreement.


8.	MISCELLANEOUS

8.1	Notices

All notices, requests and demands given to or made upon the parties shall be in writing and shall be mailed properly addressed, postage prepaid, registered or a certified, or personally delivered to either party at the addresses specified by either party, upon not less than ten (10) days notice. Such notice shall be deemed received by the close of business on the date shown on the certified or registered mail receipt, or when it is actually received, whichever is sooner.

8.2	Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Sweden, without reference to its conflicts of law provisions. The exclusive jurisdiction and venue for all legal actions relating to this Agreement shall be in courts of competent subject matter jurisdiction located in Sweden.

8.3	Severability

If any provision of this Agreement is held invalid or unenforceable by any agency of competent jurisdiction, the remaining provisions shall nevertheless remain valid.
