Thales DIS CPL USA,Inc.
SOFTWARE LICENSE AGREEMENT

NOTICE TO USERS:  THIS IS A LICENSE, NOT A SALE. THIS PRODUCT IS PROVIDED UNDER THE FOLLOWING TERMS AND CONDITIONS.  CAREFULLY READ THE FOLLOWING LICENSE AGREEMENT BEFORE YOU INSTALL OR USE THIS SOFTWARE.  INSTALLING, COPYING, OR OTHERWISE USING THIS SOFTWARE INDICATES YOUR ACKNOWLEDGMENT THAT YOU HAVE READ THIS LICENSE AND ALL DOCUMENTS REFERRED TO THEREIN AND AGREE TO BE BOUND BY AND COMPLY WITH ALL OF THE TERMS.

1.	LICENSE:
The Thales software that accompanies this License (the Software) is the property of Thales DIS CPL USA,Inc (Thales) or its licensors and is protected by various copyright laws and international treaties. While Thales continues to own or license the Software, you will have certain non-exclusive, non-transferable rights to use the Software, subject to your full compliance with the terms and conditions of this License.  All rights not expressly granted by this License are reserved to Thales or its licensors. Thales grants no express or implied right under Thales or its licensors patents, copyrights, trademarks or other Thales or its licensors intellectual property rights. Any supplemental software code, documentation or supporting materials provided to you as part of support services provided by Thales for the Software (if any) shall be considered part of the Software and subject to the terms and conditions of this License.  The copyright and all other rights to the Software shall remain with Thales or its licensors.

1.1	Subject to the terms and conditions of this License, you may:
a. install and use the Software: (i) only in accordance with the applicable end user documentation provided by Thales; (ii) only to operate the applicable designated Thales hardware; (iii) only up to the number of authorized Client licenses purchased by you or otherwise validly issued to you by Thales; and (iv) only up to the number of authorized hardware security module partitions (HSMP) purchased by you or otherwise expressly authorized for use by Thales. For the purposes of this Agreement, a "Client"meansa single computer connecteddirectlyto the applicable designated Thales hardware(the "original computer"), or a single computer connected to the applicable designated Thales hardware though the original computer,either of whichis running one or multiple processeswhich utilize the cryptographic processingoccurringon the applicable designated Thales hardware. For purposes of clarity,and not by way of limitation, each computer connected (directly or indirectly) to the applicable designated Thales hardware which utilizes the cryptographic processing occurring on the applicable designated Thales hardware requiresits ownClient license.  For the purposes of this Agreement, a HSMP means the feature of the Thales product that enables multiple independent virtual hardware security modules to be hosted on or within the cryptographic engine of the applicable Thales product. HSMPs each maintain their own data and access control policies in protected memory partitions; and
b. reproduce one (1) copy of the Software for the sole purpose of implementing reasonable software back-up procedures, provided all copyright notices and proprietary legends are reproduced, in full and without modification.

1.2		Except as otherwise expressly stated in this License, you may not:
a. use, copy, transfer or assign the Software;
b. copy the documentation, which accompanies the Software, for purposes outside the scope of this Agreement;
c. sublicense, rent or lease any portion of the Software;
d. reverse engineer, decompile or disassemble the Software or any accompanying hardware (except to the extent this restriction is not permitted by applicable law and, in such case, you may only do so to achieve interoperability with other software programs and for no other purpose);
e. modify, translate, or create derivative works from the Software, merge all or any part of the Software with another program, or separate the component parts of the Software;
f. directly or indirectly use the Software or any information about the Software in the development of any product that is competitive with the Software; or
g. load or use any portion of the Software (whether modified or incorporated into or with other software) on or with any machine or system other than the applicable designated Thales hardware or authorized Client.

1.3 Open Source Software Components and third party software.  The Software is distributed with open source software components (Open Source Software Components), which are ONLY subject to specific license agreements. You may find Open Source Software Components list and their associated license at the following address: https:/supportportal.thalesgroup.com. In case third party software embedded in the Software should be mentioned, this information is located at the same address space. You may need a login password in order to be granted access to such list. ONLY THOSE TERMS AND CONDITIONS SPECIFIED FOR EACH SPECIFIC OPEN SOURCE SOFTWARE COMPONENT SHALL BE APPLICABLE TO SUCH COMPONENT.  Each Open Source Software Component is the copyright of its respective copyright owner as indicated in the applicable license, installation, readme and/or help files for such Open Source Software Components.  Thales makes no representations or warranties with regard to the Open Source Software Components.

2.	Limited Warranty and Liabilities:
Thales warrants that the media on which the Software is distributed will be free from defects in material and workmanship for a period of sixty (60) days from the date of delivery of the Software to you. In the event of a breach of this warranty, Thales will replace any defective media returned to Thales within the warranty period.  THIS REMEDY IS YOUR EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY AND ThalesS EXCLUSIVE OBLIGATION.  IT GIVES YOU CERTAIN RIGHTS AND YOU MAY HAVE OTHER LEGISLATED RIGHTS THAT MAY VARY FROM JURISDICTION TO JURISDICTION.

EXCEPT FOR THE EXPRESS WARRANTY PROVIDED ABOVE, THE SOFTWARE AND ANY ASSOCIATED SERVICES ARE PROVIDED ON AN AS IS BASIS, WITHOUT ANY OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABLE QUALITY, SATISFACTORY QUALITY, NON-INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE.  Thales DOES NOT WARRANT THAT THE SOFTWARE AND/OR ASSOCIATED SERVICES WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR THAT THE SOFTWARE WILL OPERATE ERROR-FREE OR THAT ALL ERRORS WILL BE FOUND TO BE CORRECTED. YOU ASSUME THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE AND/OR ASSOCIATED SERVICES.  NEITHER Thales NOR ITS LICENSORS, DEALERS OR SUPPLIERS SHALL HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT, LOST OR DAMAGED DATA, LOSS OF USE OR OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR THEY ARE FORESEEABLE.  WE ARE ALSO NOT RESPONSIBLE FOR CLAIMS BY A THIRD PARTY.  ThalesS MAXIMUM AGGREGATE LIABILITY TO YOU AND THAT OF ThalesS LICENSORS, DEALERS AND SUPPLIERS SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE GIVING RISE TO THE CLAIM.  THE LIMITATIONS IN THIS SECTION SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH OR DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR TERM OR A FUNDAMENTAL BREACH.  SOME STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

The limited warranty, exclusive remedies and limited liability set out herein are fundamental elements of the basis of the bargain between you and Thales.  You acknowledge and agree that Thales would not be able to provide the Software and associated services on a cost effective basis and for the price paid by you without such limitations.

3.	Confidentiality:  The Software (excluding the Open Source Software Components, depending on the applicable license for such components) is a valuable trade secret and/or confidential property of Thales or its licensors.  You agree that you shall limit use of, and access to, the Software to such of your employees or contractors as are directly involved in the operation and maintenance of the Software and applicable designated Thales hardware and who are subject to binding, written non-disclosure agreements no less protective of Thales and its licensors rights in the Thales Software than are the provisions of this Agreement.  You shall, by all appropriate means, prevent disclosure to, or display or use of the Software by third parties and employees or contractors not authorized to use the Software hereunder.

4.	Maintenance and Support:  This Software is subject to a mandatory one (1) year maintenance and support contract.  The terms and conditions of such maintenance and support services shall be as set out in the applicable Warranty and Support Documentation.

5.	Term and Termination of this License:
This License shall remain in effect only for so long as you are in compliance with the terms and conditions of this License. This License will terminate if you fail to comply with any of its terms or conditions. You agree, upon termination, to either return to Thales or destroy all copies of the Software in its possession or under its control, and provide Thales certification of such destruction, at Thaless request, via an affidavit or statutory declaration signed by an officer of your company. The following Sections of this License shall continue in force even after any termination:  1.3, 2, 3, 5, 6, 7, 8 and the Addendum. Upon termination you will immediately destroy the Software, purge all copies of the Software and all copies thereof from all computer systems and storage devices on which it was stored or return all copies of the Software to Thales.  NOTE:  The terms of the license(s) for the Open Source Software Components are as provided in their respective licenses.

6.	U.S. Government Restricted Rights:
The Software (i) was developed exclusively at private expense; (ii) is a trade secret of Thales for all purposes of the Freedom of Information Act or its successor or any other disclosure statute, regulation or provision; (iii) is "commercial computer software" subject to limited utilization (Restricted Rights); and (iv), including all copies of the Software, in all respects is and shall remain proprietary to Thales or its licensors. Use, duplication or disclosure by the U.S. Government or any person or entity acting on its behalf is subject to Restricted Rights and all applicable restrictions for software developed exclusively at private expense as set forth in:  (i) for the DoD, the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or any successor clause, and (ii) for all government agencies, the Commercial Computer Software - Restricted Rights clause at FAR 52.227-19 or any successor clause.  The U.S. Government must refrain from changing or removing any insignia or lettering from the Software or from producing copies of the Software and manuals (except one copy of the Software for backup purposes).  Use of the Software shall be limited to the facility for which it is acquired.  All other U.S. Government personnel using the Software are hereby on notice that use of the Software is subject to restrictions, which are the same as, or similar to, those specified above. The manufacturer/supplier is Thales - Corporate Headquarters, 4690 Millennium Drive, Belcamp, Maryland 21017, U. S. A.

7.	Export:
This License Agreement is expressly made subject to any applicable laws, regulations, orders, or other restrictions on the export of the software or information about such software which may be imposed from time to time.  You shall not export the software, documentation or information about the software and documentation without complying with such laws, regulations, orders, or other restrictions.  You agree to indemnify Thales against all claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys fees, to the extent such claims arise out of any breach of this Section 7.

8.	General:
This License is the entire agreement between Thales and you, superseding any other agreement or discussions, oral or written, and may not be changed except by a signed agreement. This License shall be governed by and construed in accordance with the laws of the State of Delaware, U. S. A., excluding that body of law applicable to choice of law and excluding the United Nations Convention on Contracts for the International Sale of Goods and any legislation implementing such Convention, if otherwise applicable. If any provision of this License is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such a provision shall be severed from the License and the other provisions shall remain in full force and effect.  You shall immediately notify Thales of any legal notices served on you, which might affect Thales, its licensors, or Thaless software licensed hereunder.  Thaless standard Terms and Conditions of Sale are incorporated herein, unless negotiated otherwise, and are located at: https://cpl.thalesgroup.com/legal.  Where Thaless standard Terms and Conditions of Sale and this License conflict, the provisions of this License shall prevail.



Copyright  2017-2020 Thales Group. All rights reserved.




008-010068-001  Revision C		2	                                                                     Date: July 30, 2020
Thales Luna HSM License Agreement

