SecretAgent®
License Agreement

SOFTWARE LICENSE AGREEMENT

This Software License Agreement only grants you limited rights to the use of this software and its documentation (the "Software"). This is a legal agreement between you (individual or entity) and Information Security Corporation ("ISC"). By using the software, you indicate your acceptance of the terms and conditions of this License Agreement. If you do not wish to agree to the terms and conditions of this License Agreement, return the packaged CD-ROM and documentation to your authorized dealer or ISC at, 1141 Lake Cook Road, Suite D, Deerfield, IL 60015, USA, within ten (10) days after purchase with your receipt or charge card voucher, and your money will be refunded.

PERMITTED USES

ISC is granting you a restricted license to use the Software in accordance with the following terms. The terms "Software" includes programs and related documentation supplied herewith.

  1. You have the personal, non-exclusive restricted right to use the Software. Only one user may use the Software at a time. A separate license agreement and fee are required for any additional concurrent users.
  2. You may merge the Software with other software and such merged software will be subject to the same restrictions as the original software.
  3. You may transfer the Software to a third party other than the U.S. Government provided the third party: (i) notifies ISC that it agrees in writing to be bound by the terms and conditions of this Agreement prior to the transfer of the Software; and (ii) all copies of the Software are delivered the third party with none being retained by you. You may make a reasonable number of copies of the Software for operation and backup purposes, provided that each copy is labeled to show the Software name, version number, and the copyright and trademark notices in the same form as they appear on the original licensed copy.
  4. You may not use, copy, modify, transfer, decompile, or disassemble the Software, or any copy, modification or merged portion, in whole or in part, except as expressly provided for in this Software License Agreement. If you fail to comply with any of the terms or conditions as set forth above, your license is automatically terminated.

OWNERSHIP

Title to the Software and its related documentation, and all copies thereof shall at all times remain with ISC or its licenser. You acknowledge and agree that the Software constitutes and incorporates proprietary information and trade secrets of ISC and its licenser and is protected by copyrights owned by ISC or its licenser(s). You shall treat the Software as confidential and proprietary.

TERM

The license is effective until terminated. You may terminate it any time by destroying the Software and documentation together with all copies. The license will also terminate if you fail to comply with any restriction on usage or transfer set forth above. Upon such termination, you agree to destroy the Software and documentation, together with all copies, modifications and merged portions in any form.

LIMITED WARRANTY

ISC warrants for a period of ninety (90) days from the date of purchase that (i) the Software will perform substantially in accordance with its user's guide when properly installed and operated; and (ii) the media upon which the software is recorded will be free from defects in materials and workmanship.

You must notify ISC in writing of any warranty claim not later than thirty (30) days after expiration of the warranty period.

THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES AND ISC MAKES NO OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED. YOU ASSUME ALL RISK AS TO SELECTION, QUALITY, INSTALLATION, RESULTS AND PERFORMANCE. ISC DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. SOME STATES DO NOT ALLOW EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

RIGHTS IN TECHNICAL DATA AND COMPUTER SOFTWARE

1. If this Agreement is with a civilian agency, the following provisions shall apply. Notwithstanding any other provisions of this Agreement, ISC is not required to furnish technical data or computer software developed at private expense.

The Government required delivery in accordance with FAR 52.227-14, Alternate III, of the items of computer software, including related documentation, listed above, which shall be delivered in human-readable form or stored on magnetic tape, magnetic disk, semiconductor circuit device, or other appropriate storage medium; shall be received by the Government only with Restricted Rights FAR 52.227-14, Alternate III, subject to this LICENSE AGREEMENT; shall not be copied, except the Government may make a temporary copy in the memory of a single computer for the purpose of using the Licensed Materials and a single archive copy of the Licensed Materials, but no other whole or partial copy may be made of such Licensed materials; shall not be disassembled or reverse compiled; and the items of computer software shall be returned or destroyed when no longer needed by the Government.

The items of computer software listed above are unpublished - all rights reserved under the copyright laws of the United States.

ISC shall not receive or be given access to any data requiring treatment by ISC in accordance with FAR 52.237-14(d)(2).

ISC's standard marking procedures regarding the protection of technical data and licensed computer software shall be acceptable.

2. If this Agreement is with a military agency, the following provisions shall apply. Notwithstanding any other provisions of this Agreement, ISC is not required to furnish technical data or computer software developed at private expense..

These categories herewith constitute a listing of licensed computer software that will be furnished with Restricted Rights.

The only items of licensed computer software that ISC is required to deliver to the Government pursuant to this Agreement are identified and specified above. Such items of licensed computer software shall be received by the Government only with Restricted Rights - Commercial Computer Software under DFARS 252.227-7013(c)(NOV 1995), and shall be subject to this LICENSE AGREEMENT.

ISC's standard marking procedure regarding the protection of technical data and licensed computer software shall be acceptable.

FEDERAL ACQUISITION REGULATIONS CLAUSES

This Agreement incorporates the following clauses by reference with the same force and effect as if they were given herein in full text:

CLAUSE TITLE
52.203-1 Reserved (9/19/1995)
52.203-3 Gratuities (APR 1984)
52.203-5 Covenant Against Contingent Fees (APR 1984)
52.222-3 Convict Labor (AUG 1996)
52.222-4 Contract work Hours & Safety Standards Act - Overtime Compensation (SEPT 2000)
52.222-26 Equal Opportunity (FEB 1999)
52.222-36 Affirmative Action for Workers with Disabilities (JUN 1998)
52.227-1 Authorization and Consent (JUL 1995)
52.227-14 Rights in Data General (JUN 1987)
252.227-7013 Rights in Technical Data and Computer Software (NOV 1995)
52.232-1 Payments (APR 1984)
52.232-17 Interest (JUN 1996)
52.233-1 Disputes (DEC 1998)
52-249-1 Termination for Convenience of the Government (Fixed-Price) (Short Form) (APR 1984)
52.249-14 Excusable Delays (APR 1984)

LIMITATION OF REMEDIES

ISC's entire liability and your sole and exclusive remedy under this license and related to your use of the Software shall be:
  1. The replacement of any CD-ROM not meeting ISC's limited warranty and which is returned to ISC or an authorized ISC dealer with a copy of your receipt; or
  2. If ISC or the authorized dealer is unable to deliver a replacement CD-ROM which is free from defects in material or workmanship for the stated purpose, you may terminate this license agreement by returning the Software, and your money will be refunded.

IN NO EVENT WILL ISC BE LIABLE FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE SUCH SOFTWARE EVEN IF ISC OR AN AUTHORIZED ISC DEALER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.

GENERAL

  1. This License Agreement will be governed by the laws of the State of Illinois. You hereby agree to submit any disputes arising hereunder to mediation by the American Arbitration Association.
  2. You may not sublicense, assign or transfer the Software except as expressly provided for in this Agreement. Any attempt otherwise to sublicense, assign or transfer any of the rights, duties or obligations hereunder is void. If you have any questions concerning this Agreement, you may contact ISC by writing to ISC at 1141 Lake Cook Road, Suite D, Deerfield, IL 60015.
  3. You also agree to comply with all applicable U.S. Export Control Regulations.

 

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND ISC AND THIS AGREEMENT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN YOU AND ISC RELATING TO THE SUBJECT MATTER OF THIS LICENSE AGREEMENT.