Terms & Conditions General
- 1.1Computer(s) means hardware, including personal computers, laptops, workstations, personal digital assistants, "smart phones", handheld devices, or other electronic devices for which the Software (defined at Clause 1.4) was designed where the Software will be installed and/or used.
- 1.2Tecnics means Tecnics Consulting Inc., a Texas corporation , and its lawful assigns; being owner of all rights, whether exclusive or otherwise to the Software.
- 1.3You (You/Your) means individual(s) installing or using the Software on their own behalf or who are legally using a copy of the Software pursuant to the terms hereof; or, if the Software is being installed on behalf of an organization, such as an employer, "You" further means the organization for which the Software is installed and it is represented hereby that such organization has authorized the person accepting this agreement to do so on its behalf. For purposes hereof the term "organization", without limitation, includes any partnership, limited liability company, corporation, association, joint stock company, trust, joint venture, labour organization, unincorporated organization, or governmental authority.
- 1.4Software means software developed by Tecnics Consulting Inc., traded in the name TecMFA, TecUNIFY, TecSSPR, TecTANGO, and TecVERIFY (collectively, "Software"), including any Updates and related materials.
- 1.5Update(s) means all upgrades, revisions, patches, enhancements, fixes, modifications, copies, additions or maintenance packs, etc.
- 1.6Third Party Software means any software (including object code, binary code, source code, libraries, routines, subroutines or other code, and including commercial, open-source and freeware Software) and any documentation or other material related to such software, and any derivative of any of the foregoing, that is (i) not solely owned by Tecnics or its affiliates and (ii) incorporated in, distributed with, or required, necessary or depended upon for the development, use or commercialization of, any Tecnics Product.
2. Grant of License
- 2.1You are given a non-exclusive and non-transferable right and license by Tecnics for the limited purpose to store, load, install, execute, and display (to "use") the Software according to the terms and conditions of this Agreement (the "License") and you accept this License subject to the terms, provisions and conditions set forth herein
- 2.2The total permitted number of your Computers on which all versions of the Software are installed shall correspond to the number of computers specified in the applicable purchase order.
- 2.3You have the right to make a copy of the Software solely for backup purposes and only to replace the legally owned copy if such copy is lost, destroyed or becomes unusable. This backup copy cannot be used for any other purposes and must be destroyed when you lose the right to use the Software or when Your license expires or is terminated for any other reason according to the legislation in force in the country of your principal residence or in the country where You are using the Software. You agree, upon request by Tecnics, to provide written affirmation that you have deleted or otherwise destroyed such backup copy at any time, whether before or after the term of the License.
- 2.4You agree to pay the Subscription Fee as invoiced by Tecnics at the time or prior to installation of the Software. You further agree to an annual escalation of up to 10% (ten percent) on the Subscription Fee, and shall be invoiced by Tecnics annually.
- 2.5You also agree to pay a Support Fee, if agreed upon in an applicable purchase order, as invoiced by Tecnics at the time or prior to installation of the Software. You further agree to an annual escalation of up to 10% (ten percent) on the Support Fee, and shall be invoiced by Tecnics annually.
- 2.6From the time of the Software activation, while the Subscription is active, You have the right to receive the following services:
- -Updates of the Software as and when Tecnics publishes them on its website or through other online services. Any updates that you may receive become part of the Software and the terms and conditions of this Agreement apply to them;
- -If Support is agreed upon, Technical Support via the Internet during US east coast business hours (8:00am to 5:00pm EST, excluding weekends and public holidays);
- -Access to knowledge base and auxiliary resources of Tecnics as set forth in the Tecnics web portal.
3 Activation and Term
- 3.1The Software can be considered activated, upon your acceptance of this Agreement, for the term that is specified on the relevant purchase order, which shall commence the date You executed this Agreement.
- 3.2If You have acquired Software that is intended to be used on more than one Computer as specified on the relevant purchase order, then Your License to Use the Software is limited to the period of time specified on the relevant purchase order.
- 3.3Without prejudice to any other remedy in law or in equity that Tecnics may have, (a) in the event of any breach by You of any of the terms and conditions of this Agreement or (b) as may be duly required by applicable law, Tecnics shall at any time without notice to You be entitled to terminate this License to use the Software and in the case of (a), without refunding the purchase price or any part thereof and You shall have no recourse against Tecnics for any matter related therefrom for such termination.
- 3.4You agree that in using the Software and in using any report or information derived as a result of using this Software, you will comply with all applicable international, national, state, regional and local laws and regulations, including, without limitation, privacy, copyright, export control and obscenity law. You agree that the Software is procured by You for use in the Computer(s), which You are legally entitled to use. You further agree not to, in any manner whatsoever, attempt to secure unauthorised access to use the Software outside of this Agreement or for any other illegal actions. Where found in breach of this Clause, Tecnics; to the extent possible, reserves the right to immediately notify the appropriate law enforcement agency and You shall have no recourse against Tecnics for any matter related therefrom.
- 3.5You shall indemnify Tecnics, its owners, officers, employees, representatives, agents and affiliates against any and all claims, demands, proceedings, suits, losses, damages, liabilities and causes of action and expenses to the extent in connection with, resulting from or arising (whether in whole or in part, directly or indirectly) out of your use of Software in breach of this Agreement, or any unauthorized customization, modification, or other alterations to the Software, including claims that its customization, modification, or other alterations infringe a third party’s intellectual property rights. Tecnics shall indemnify you, your owners, officers, employees, representatives, agents and affiliates against any and all claims, demands, proceedings, suits, losses, damages, liabilities and causes of action and expenses in connection with, resulting from or alleging (whether in whole or in part, directly or indirectly) that the Software infringe any rights in copyright, patent, trademark or trade secret of any third party. This provision shall survive the expiration or termination of this Agreement.
- 3.6Except as otherwise specifically provided herein, you may not transfer or assign any of the rights granted to you under this Agreement or any of your obligations pursuant hereto.
- 3.7To check the legitimacy of the Software use, Tecnics reserves the right to use all available means to verify that You have a fully licensed copy of the Software.
- 3.8If the Software becomes unavailable or unusable during the term, Tecnics will refund You on a pro-rata basis any prepaid fees.
- 3.9Tecnics will indemnify You and affiliates against any and all claims, demands, proceedings, suits, losses, damages, liabilities and causes of action and expenses to the extent in connection with, resulting from or arising (whether in whole or in part, directly or indirectly) out of an allegation that the Software infringes the intellectual property rights of a third party.
4 Information Collection
- 4.1In event of an error in the installation of Software You agree to share information about the error code, the distribution package of the Software being used, information about the computer, as well as logs from the installer about the installation of Software to Tecnics, for the sole purpose of error resolution
- 4.2To increase the level of operational protection You agree to share information about the error(s)/problem(s) encountered and information necessary to verify their authenticity to Tecnics.
- 5.1You shall not emulate, clone, rent, lend, lease, sell, modify, decompile, or reverse-engineer the Software or disassemble or create derivative works based on the Software or any portion thereof, and You shall not otherwise reduce any part of the Software to human-readable form or transfer the licensed Software, or any subset of the licensed Software, nor permit any third party to do so, except to the extent the foregoing restriction is expressly prohibited by applicable law. Neither the Software’s binary code nor source may be used or reverse-engineered to re-create the program algorithm, which is proprietary. All rights not expressly granted herein are reserved by Tecnics and/or its assigns, as applicable. Any such unauthorized use of the Software shall result in immediate and automatic termination of this Agreement and the License granted hereunder and may result in criminal and/or civil prosecution against You.
- 5.2You shall not transfer the rights to use the Software to any third party except as set forth in this Agreement.
- 5.3Tecnics has the right to suspend Your license to use the Software in the event You breach any of the terms and conditions of this Agreement and without any refund to You and You shall have no recourse against Tecnics for any matter related therefrom.
6 Limited Warranty and Disclaimer
- 6.1Tecnics represents and warrants that the Software is: (a) free of viruses, trojan horses, worms, time bombs and other malicious code or programming routines designed to disable, damage, erase or corrupt software, hardware or data, (b) will substantially perform according to the specifications and descriptions set forth at the time of installation and (c) will not be materially degraded during the Term; provided, however that such limited warranty shall not apply to the following: (i) Your Computer’s deficiencies and related infringement for which Tecnics’s expressly disclaims any warranty responsibility; (ii) malfunctions, defects, or failures resulting from misuse; abuse; accident; neglect; improper installation, operation or maintenance; theft; vandalism; acts of God; acts of terrorism; power failures or surges; casualty; alteration, non-permitted modification, or repairs by any party other than Tecnics; or any other third parties’ or Your actions or causes beyond Tecnics’s reasonable control; (iii) any defect not made known by You to Tecnics as soon as practical after the defect first appears; and (iv) incompatibility caused by hardware and/or software components installed on Your Computer. If Tecnics breaches any warranty in this Section, it will promptly repair, replace or reperform the defective or non-performing Software. If Tecnics notifies you that such prompt repair, replacement or reperformance is not commercially reasonable, then within thirty (30) days of receipt of such notice, you may (y) grant an extension of time for Tecnics to correct the non-conformity, or (z) terminate the Agreement upon notice to Tecnics and receive a pro-rata refund of the pre-paid fees corresponding to the terminated portion of the affected term.
- 6.2You acknowledge, accept and agree that no software is error-free and You are advised to back up the Computer with the frequency and reliability suitable for You.
- 6.3Tecnics does not provide any representation or warrants that the Software will work correctly in case of violations of the terms described in this Agreement.
- 6.4Tecnics does not represent or warranty that the Software will work correctly if You do not regularly install Updates specified in Clause 2.6 of this Agreement.
- 6.5EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN SECTION 6.1, THE SOFTWARE IS PROVIDED "AS IS" AND TECNICS MAKES NO REPRESENTATION AND GIVES NO WARRANTY AS TO ITS USE OR PERFORMANCE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM THE EXTENT TO WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW. TECNICS MAKES NO WARRANTY, CONDITION, REPRESENTATION, OR TERM (EXPRESSED OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY, INTEGRATION, OR FITNESS FOR A PARTICULAR PURPOSE. YOU ASSUME ALL FAULTS, AND THE ENTIRE RISK AS TO PERFORMANCE AND RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE. WITHOUT LIMITING THE FOREGOING PROVISIONS, TECNICS MAKES NO REPRESENTATION AND GIVES NO WARRANTY THAT THE SOFTWARE WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT THE SOFTWARE WILL MEET ANY OR ALL OF YOUR REQUIREMENTS WHETHER OR NOT DISCLOSED TO TECNICS. AS TO ANY THIRD PARTY SOFTWARE, TECNICS IS NOT THE MANUFACTURER OF SUCH SOFTWARE AND THE ONLY WARRANTY APPLICABLE TO THE THIRD PARTY SOFTWARE IS THAT PROVIDED BY THE MANUFACTURERS, WHICH TECNICS SHALL PASS ALONG TO YOU, IF AVAILABLE, AND WITHOUT RECOURSE THIS PROVISION SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT. ADDITIONAL COPYRIGHT NOTICES OF THIRD PARTY MANUFACTURERS ARE ATTACHED AS ADDENDUM TO THIS AGREEMENT.
7 Exclusion and Limitation of Liability
- 7.1TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TECNICS OR ITS ASSIGNS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR LOSS OF PRIVACY, FOR CORRUPTION, DAMAGE AND LOSS OF DATA OR PROGRAMS, FOR FAILURE TO MEET ANY DUTY INCLUDING ANY STATUTORY DUTY, DUTY OF GOOD FAITH OR DUTY OF REASONABLE CARE, FOR NEGLIGENCE, FOR ECONOMIC LOSS, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, OR ARISING OUT OF ANY BREACH OF CONTRACT OR ANY TORT (INCLUDING NEGLIGENCE, MISREPRESENTATION, ANY STRICT LIABILITY OBLIGATION OR DUTY), OR ANY BREACH OF STATUTORY DUTY, OR ANY BREACH OF WARRANTY OF TECNICS, EVEN IF TECNICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- 7.2YOU AGREE THAT IN THE EVENT TECNICS IS FOUND LIABLE, THE LIABILITY OF TECNICS SHALL BE LIMITED BY THE FEES ACTUALLY PAID BY YOU FOR THE LICENSE OF THE SOFTWARE. IN NO CASE SHALL THE LIABILITY OF TECNICS EXCEED THE FEES PAID FOR THE SOFTWARE TO TECNICS.
- 7.3FURTHER IN THE EVENT ANY DISCLAIMER, EXCLUSION OR LIMITATION IN THIS AGREEMENT CANNOT BE EXCLUDED OR LIMITED ACCORDING TO APPLICABLE LAW THEN ONLY SUCH DISCLAIMER, EXCLUSION OR LIMITATION SHALL NOT APPLY TO YOU AND YOU CONTINUE TO BE BOUND BY ALL THE REMAINING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS.
- 7.4THIS LIMITATION SHALL NOT APPLY TO ANY INDEMNIFICATION OBLIGATION OF TECNICS. THIS SECTION SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
8 Intellectual Property
- 8.1 You agree that the Software and the authorship, systems, ideas, methods of operation, documentation and other information contained in the Software are proprietary intellectual property and/or the valuable trade secrets of Tecnics are protected by civil and criminal law, and by the law of copyright, trade secret, trademark and patent of the United States, as well as other countries and international treaties. This Agreement does not grant You any rights to the intellectual property, including any Trademarks or Service Marks of Tecnics ("Trademarks") other than the limited license right set forth herein and in the Software. You may use the Trademarks only insofar as to identify printed output produced by the Software in accordance with accepted trademark practice, including identification of the Trademark owner’s name. Such use of any Trademark does not give you any rights of ownership in that Trademark. Tecnics owns and retains all right, title, and interest in and to the Software, including without limitation any error corrections, enhancements, updates or other modifications to the Software, whether made by Tecnics or any third party, and all copyrights, patents, trade secret rights, trademarks, and other intellectual property rights therein. Your possession, installation or use of the Software does not transfer to you any title to the intellectual property in the Software, and you will not acquire any rights to the Software except as expressly set forth in this Agreement. All copies of the Software made hereunder must contain the same proprietary notices that appear on and in the Software. Except as stated herein, this Agreement does not grant you any intellectual property rights in the Software and you acknowledge that the License, as further defined herein, granted under this Agreement only provides you with a right of limited use under the terms and conditions of this Agreement. Tecnics reserves all rights not expressly granted to you in this Agreement. In the event a third party alleges the Software infringes its intellectual property, Tecnics, at its sole expense, shall procure for You the right to continue to use such Software; modify the Software so that it is non-infringing, but functionally equivalent; or, if neither of the forgoing are commercially reasonable, terminate this agreement and refund on a pro-rata basis any prepaid fees for the alleging infringing Software.
- 8.2 You agree not to modify or alter the Software in any way. You may not remove or alter any copyright notices or other proprietary notices on any copies of the Software.
9 Governing Law
- 9.1This Agreement shall be governed by and construed in accordance the laws of the State of Texas, United States of America. All disputes arising out of this Agreement shall be subject to the exclusive venue of Harris County, Texas and the parties expressly consent to the venue of these courts and administrative bodies. The parties agree that any dispute, claim or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement or any agreement executed in connection herewith, shall be brought exclusively in state or federal courts located in Harris County, Texas. Each party hereto hereby irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue in the courts referred to above.
- 9.2This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
10 Entire Agreement; Severability; No Waiver; Survival
- 10.1This Agreement is the entire agreement between you and Tecnics and supersedes any other prior agreements, proposals, communications or advertising, oral or written, with respect to the Software or to the subject matter of this Agreement. You acknowledge that you have read this Agreement, understand it and agree to be bound by its terms. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, void, or unenforceable for any reason, in whole or in part, such provision will be more narrowly construed so that it becomes legal and enforceable, and the entire Agreement will not fail on account thereof and the balance of the Agreement will continue in full force and effect to the maximum extent permitted by law or equity while preserving, to the fullest extent possible, its original intent. No waiver of any provision or condition herein shall be valid unless in writing and signed by you and an authorized representative of Tecnics provided that no waiver of any breach of any provisions of this Agreement will constitute a waiver of any prior, concurrent or subsequent breach. Tecnics’s failure to insist upon or enforce strict performance of any provision of this Agreement or any right shall not be construed as a waiver of any such provision or right. The indemnifications, covenants and agreements contained in this Agreement shall survive the expiration or termination of this Agreement.
- 11.1Should you have any questions concerning this Agreement, or if you desire to contact Tecnics for any reason, please contact our Customer Service Department at: Support@Tecnics.com
- 11.2You shall be contacted at the contact information provided at the time of installation of the Software.
ADDENDUM – YUBICO AB Copyright Notice
Copyright (c) 2014 Yubico AB All rights reserved.
Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:
- Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.
- Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.
THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.