Download NCP Secure Entry Client for Win32/64 9.20
Please wait... contacting NCP Secure Entry Client for Win32/64 download site.
If this download does not start automatically, try the following URLs:
NCP engineering Software License Agreement (as of september 2009)
The terms of the License for use by you, the end user (referred to
hereinafter as `the Licensee`) of NCP software are set out below.
By reading and accepting this notice, you agree to these terms and
conditions, so please read the text below carefully and completely.
If you do not accept the terms of this agreement,
you cannot use or install the software.
Terms of agreement
1. Subject of the Agreement
The subject of this agreement
(hereinafter also referred to as this "Agreement") is the software
supplied in file form (referred to hereinafter as the "Software",
including the programme description and other related written materials
(hereinafter the "Documentation").
2. Scope of Rights of Use
2.1 NCP grants the Licensee a simple, non-exclusive, non-sublicensable,
perpetual right to install and use the Software on a single computer
(also referred to hereinafter as `the License`). Where this single computer
is a multi-user system (i.e. a computer serving more than one working
station, each working station also referred to as a "client"), this
License extends to all users of that multi-user system. Any additional use
requires NCP`s prior written consent.
2.2 The Licensee may not:
a) Copy the Software from one computer to another via a network or
other data transmission channels except within the frame of a
multi-user system within the meaning of Section 2.1 or as part
of a transfer in accordance with Section 4);
b) alter, translate, downgrade, decompile, reverse engineer, disassemble
or otherwise modify the Software or attempt or allow a third party to
do so,unless any such activity is permitted under applicable mandatory
copy right laws (Section 69 e of the German Copyright Act);
c) create derivative works of the Software or create copies of the
Software beyond the limits permitted under mandatory copyright law,
or reproduce the Documentation or other materials related to the
Software.
2.3 The License grant is subject to the following dissolutive conditions,
provided that in case either of the following cases occurs the License
shall automatically terminate without need for notice:
(i) if the Licensee breaches any of the terms set forth in Sections
2.1, 2.2 or 3. of this Agreement, or
(ii) in case the purchase agreement underlying the grant of the License
is invalid or rescinded by either Party.
2.4 Furthermore, the Parties may contractually agree in the purchase
contract that the License shall automatically terminate in the event of
Licensee`s default in payment.
2.5 NCP reserves all rights in the Software which NCP does
not explicitly grant to the Licensee under this Agreement. In particular,
but withoutlimitation to the following, NCP reserves all rights of
publication, copying and reproduction (to the extent this Agreement does
not explicitly provide otherwise and to the extent the Licensee does not
have a right to copy the Software under applicable mandatory copyright
law provisions), as well as to make modifications to the Software.
2.6 Upon termination of the License, the Licensee must de-install the
Software and destroy the Software as well as any copies thereof, including
any amended versions of the Software and the Documentation, and confirm
the same in writing upon NCP`s request.
2.7 NCP is authorized to control the Licensee`s observance of the license
terms set forth in Sections 2.1 and 2.2 by way of an audit to be carried
out by an independent auditor not more than once a year during regular
business hours and with reasonable prior notice. In the event that the
audit reveals an excess of numerical license restrictions by 5% or more,
or in case that the Licensee is in breach of the license restrictions
under Sections 2.1. or 2.2 in any other form, the Licensee shall bear
the costs of the audit.
3. Copying
The Software and the Documentation are protected by copyright. To the
extent the Software is provided without a technical protection against
copying, the Licensee may make a single spare copy for backup purposes
only. That spare copy must be marked as the copyright of NCP or include
a notice to that effect therein. Copyright notices already present in the
Software and any registration numbers contained therein may not be removed.
Other than to the extent expressly permitted by provisions of mandatory
law, the Licensee is expressly prohibited from copying or otherwise
reproducing the Software or Documentation in whole or in part, in their
original or amended form or as combined with or integrated into other
software programmes.
4. Transfer of Rights of Use
The Licensee may not pass on or otherwise make available to any third party
the license key provided by NCP for the installation of the Software.
Furthermore, any partial or temporary transfer of the Software to a third
party against remuneration, in particular by way of any rental or leasing
arrangement is expressly prohibited, unless with the specific, express
prior written consent of NCP.
5. Duration of this Agreement
This Agreement applies for an unlimited period of time.
6. Damages in the event of breach of contract
NCP advises you that you as the Licensee are liable for any damages
caused to NCP based on breach of copyright as a result of you breaching
this Agreement.
7. Liability for defects and third party right infringements
7.1 NCP`s liability for defects of the Software, including defects in
title (collectively "Defects") shall be governed by this Section, unless
otherwise provided in Section 8 (Third Party Rights).
7.2 The Licensee understands and accepts that in accordance with the
present state of the art it is impossible to develop computer programmes,
in particular those which are combined with other programmes or systems,
in a manner so that they work entirely free of errors. Under the current
state of the art it is not possible to warrant that the Software will
operate free of interruptions or deficiencies, nor to warrant the complete
removal of any Defects in the Software. The contractually agreed
characteristics of the Software (i.e. the measurement criteria for the
suitability, operability and dedicated usability) are therefore exclusively
determined and set forth in the NCP data sheet as related to and delivered
along with the Software. Only substantial deviations from the respective
NCP data sheet which result in a limitation of the functionalities
described therein shall qualify as a Defect. Individual requirements of
the Licensee shall only be deemed as part of the contractually agreed
characteristics of the Software, in case and to the extent the Parties
have defined such characteristics expressly in writing in a jointly
developed solutions design document.
7.3 Any liability of NCP for Defects under this provision requires that the
Licensee has notified NCP of the Defect concerned without delay in writing
and during the limitation period. In case of such written notification of a
Defect, NCP shall have the right to make two attempts to remedy the Defect
following reasonable remedy periods in each case, and for that purpose and
at NCP`s discretion to either repair the Defect or deliver a replacement
solution. To the extent reasonably acceptable for the Licensee, NCP shall
further have the right to remedy the Defect by providing a work around or
alternative solution. The Licensee shall provide NCP with all reasonable
assistance in remedying the Defect, including, in particular, that Licensee
shall send in the Software (as in usage at the time the Defect occurred)
upon NCP`s request and to provide computing capacity as well as to install
corrections or replacement solutions as provided by NCP. In case NCP`s
efforts to remedy the Defect should fail after a second attempt within a
reasonable period of time, the Licensee shall have the right to rebate the
remuneration paid or payable for the license key(s) of the Software
concerned, or – following a final written warning – to rescind from the
order of the license key(s) concerned. Any eventualclaims for damages by
the Licensee shall remain unaffected,provided that NCP`s liability in this
respect shall be exclusively governed by Section 9 (Liability). The
Licensee agrees and acknowledges that NCP has successfully remedied a
Defect within the meaning of this Section 7.3 in the event that NCP either
(i) brings out and makes available to the Licensee within two (2) months
following the Licensee`s notification of the Defect a new version of the
Software, in which the Defect concerned is remedied, or (ii) in case NCP
does not make available such a new version, if NCP remedies the Defect in
accordance with the modalities set forth in this Section 7.3 sentences
1-5 within three (3) months following the notification of the Defect by the
Licensee or by providing a replacement or a work around solution.
7.4 Any claims for Defects are subject to a limitation period of 12 months
from the beginning of the limitation period under statutory law.
To the extent NCP intentionally conceals a Defect or has assumed an express
guarantee for the characteristics of the Software, the statutory provisions
of statute of limitation shall apply without alteration.
7.5 The Parties agree that any guarantee shall require an express
written agreement in which the guarantee must be explicitly identified
as a "Guarantee".
7.6 To the extent any actual occurrence of problems is the result of third
party software products or of the hardware used by the Licensee, rather
than of the Software made available by NCP, the Licensee shall have no
warranty claims against NCP with view to such problems. Correspondingly,
the same shall apply to the extent the Licensee has used the Software in
breach of the provision of this Agreement or to the extent the Licensee or
a third party acting on his behalf has made changes or modifications to
the Software, or in the event of insubstantial deviations from the
contractually agreed characteristics of the Software.
8. Third Party Rights
In the event a third party makes a claim against the Licensee based on an
infringement of copyrights or other intellectual property rights in the
Software, the Licensee shall immediately inform NCP hereof. Subject to the
limitations of liability set forth in Section 9 (Liability) and only within
the limitation period applying for Defects, NCP shall hold harmless and
indemnify the Licensee for any justified third party claims.
9. Liability
9.1 Subject to the provisions in Section 9.2,
NCP`s statutory liability for damages shall be limited as follows:
(i) NCP shall be liable only up to the amount of damages as typically
foreseeable at the time of entering into the contract in respect
of damages caused by a slightly negligent breach of a material
contractual obligation (i.e. a contractual duty the fulfilment of
which is essential for the proper execution of the contract, the
breach of which endangers the purpose of the contract and on the
fulfilment of which the Licensee regularly relies);
(ii) NCP shall not be liable for damages caused by a slightly negligent
breach of a non-material contractual obligation.
9.2 The aforesaid limitation of liability shall not apply to any
mandatory statutory liability (in particular to liability under
the German Product Liability Act), liability for assuming a
specific guarantee or liability for damages caused by wilful
misconduct or gross negligence, or any kind of wilfully or
negligently caused personal injuries.
9.3 Licensee shall take all reasonable measures to mitigate and/or to avoid
damages, including, in particular, an obligation for Licensee to make
back-up copies of data on a regular basis and to carry out security checks
(in particular for the purpose of defending or detecting viruses and other
disruptive programmes within Licensee`s IT System).
9.4 Regardless of the legal grounds giving rise to liability, NCP shall not
be liable for indirect and/or consequential damages, including, in
particular, loss of profit and loss of interest, unless any such damage has
been caused by NCP`s wilful misconduct or gross negligence.
9.5 To the extent NCP`s liability is limited or excluded, the same shall
apply in respect of any personal liability of NCP`s legal representatives,
employees and vicarious agents.
10. Update and new versions of the Software
NCP`s providing of updates or new versions of the Software is subject
to NCP`s entire discretion (in particular with view to the timing of
the same).
11. Data protection
By ordering the license key(s) the Licensee expressly acknowledges that
any personal data made available in the context of the online-offline-
activation shall be processed and used by NCP exclusively for internal
purposes of NCP in respect of fulfilling the terms of this Agreement.
12. Final clauses
12.1 This Agreement shall be governed by the laws of Germany with the
exception of the United Nations Convention on the International Sale of
Goods (CISG). The courts of Nuremberg, Germany, shall have exclusive
jurisdiction for any disputes arising from or in connection with this
Agreement. However, NCP may institute legal proceedings against the
Licensee also in any other court having proper jurisdiction over the
Licensee.
12.2 Any amendments or additions to this Agreement shall be made
in writing.
12.3 Any deviating general terms and conditions, including those which
may be contained for instance in an order or delivery confirmation of the
Licensee, shall not apply if not agreed upon otherwise by the Parties in
written form.
12.4 In case any provision of this Agreement is or will be held invalid
or unenforceable or if this Agreement is incomplete, the remainder of this
Agreement shall continue in full force and effect.
This product contains Software of the OpenSSL Project.
(http:OpenSSL.org/)
This product contains cryptographic Software created by Eric Young
(eay@cryptsoft.com)
This product contains Software created by Tim Hudson
(tjh@cryptsoft.com)
License Agreement
NCP engineering GmbH - Dombuehler St. 2 - 90449 Nuremberg
Germany - T. +49 911 9968-0 - Email: info@ncp-e.com
© NCP engineering GmbH - www.ncp-e.com - LBE 01-10-09
Specifications subject to change