EnforceGate vX Proprietary Software License Agreement

1 Definitions

• "Software" means the EnforceGate vX virtual appliance, binaries, configuration tools, documentation, and any updates provided by Licensor.
• "License Key" means the unique activation credential issued by Licensor for a specific edition and deployment.
• "Edition" refers to the licensed tier: Lite, Standard, or Enterprise.
• "Authorized Deployment" means the number of nodes or virtual machine instances permitted under the purchased License Key.

2 Grant of License

Subject to the terms of this Agreement and receipt of a valid License Key, Licensor grants Licensee a non-exclusive, non-transferable, revocable license to:

• Install and operate the Software solely within the Authorized Deployment;
• Use the Software for Licensee's internal business or personal purposes;
• Make a reasonable number of backup copies solely for archival purposes.

3 Restrictions

Licensee shall not:

• Sublicense, sell, resell, transfer, assign, or otherwise commercially exploit the Software or any portion thereof;
• Modify, translate, adapt, or create derivative works based on the Software;
• Reverse engineer, disassemble, decompile, or attempt to derive the source code of the Software, except to the extent permitted by applicable law;
• Remove or alter any proprietary notices, labels, or marks on the Software;
• Deploy the Software beyond the scope of the Authorized Deployment;
• Use the Software to provide services to third parties (including managed service or SaaS offerings) without a separate written agreement with Licensor.

4 Ownership

The Software is licensed, not sold. Licensor retains all right, title, and interest in and to the Software, including all intellectual property rights therein. Licensee acquires no ownership rights under this Agreement.

5 Term and Termination

• This Agreement is effective from first use until terminated.
• Licensor may terminate this Agreement immediately upon written notice if Licensee breaches any material term.
• Upon termination, Licensee must cease all use of the Software and destroy all copies in its possession.
• Sections 3, 4, 6, 7, 9, and 10 survive termination.

6 Limited Warranty

Licensor warrants that the Software will perform materially in accordance with the accompanying documentation for a period of 90 days from the date of delivery of the License Key. Licensee's exclusive remedy for breach of this warranty is, at Licensor's discretion, correction of the defect or refund of the license fee paid for the affected term.

THE SOFTWARE IS OTHERWISE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Licensor's total cumulative liability arising out of or related to this Agreement shall not exceed the amounts paid by Licensee to Licensor in the twelve (12) months preceding the claim.

8 Export Compliance

Licensee agrees to comply with all applicable export control laws and regulations. Licensee shall not export or re-export the Software to any country, entity, or individual in violation of Swiss, EU, or applicable international export restrictions.

9 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Switzerland, without regard to conflict of law principles. Any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the courts of Sion, Valais, Switzerland.

10 Miscellaneous

• This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements or understandings.
• If any provision of this Agreement is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid; the remainder of the Agreement shall continue in full force.
• Licensor's failure to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision.
• Licensee may not assign this Agreement or any rights hereunder without Licensor's prior written consent.