Addendum to the InCommon Participation Agreement for the SafeNet Product and Services Program v. 28 June 2012

belchertownshuffleΤεχνίτη Νοημοσύνη και Ρομποτική

21 Νοε 2013 (πριν από 3 χρόνια και 8 μήνες)

259 εμφανίσεις


Addendum to the InCommon Participation Agreement
for

the

SafeNet Product and Services Program

v. 2
8

June

2012


This Addendum (“Addendum”) is to the InCommon Participation Agreement (“Agreement”) between InCommon,
LLC (“InCommon”) and ___________________
___________
__ (“Participant”) (individually a “Party” and
collectively the “Parties”).


InCommon is an authorized reseller of certain identity and security products and services manufactured by
SafeNet, Inc. (“SafeNet Products and/or Services”) per an agr
eement between SafeNet and
University
Corporation for Advanced Internet Development, d/b/a
Internet2
,

and InCommon
. Upon execution of this
Addendum, Participant may purchase certain SafeNet Products and/or Services through InCommon as defined at
http://www
.incommon.org/safenet/ and associated web pages and other documents

(the “Program”)
. Purchasing
SafeNet Products and/or Services through the Program is optional and is in addition to the basic services and
community of InCommon.


The Parties agree to the
following:


1. Agreement and Addendum:

The terms and conditions contained in this Addendum supplement the terms and
conditions in the Agreement. In the event of a conflict between this Addendum and the Agreement as to the
subject matter of this Addendum, t
he terms of this Addendum shall prevail. Silence does not create a conflict.


2. Term:

Unless terminated as described below, this Addendum will stay in effect as long as the Agreement with
Participant remains in force and InCommon remains an authorized res
eller of SafeNet Products and/or Services.


3.a. Termination:

Participant may terminate this Addendum at any time by submitting a letter in writing to
InCommon. InCommon may terminate this Addendum for cause if Participant violates the terms of this Addend
um
or the Agreement, or ceases to be eligible to participate in the Program. InCommon may, at its sole discretion,
terminate the Program or this Addendum at any time with at least 30 days notice to Participant. Termination of
this Addendum will be separate

from Participant’s standing as an InCommon Participant. The Agreement and any
other Addenda between the Parties will remain in full force unless terminated independently. This Addendum will
terminate automatically when the Agreement terminates or expires
or InCommon is no longer an authorized
reseller of SafeNet Products and/or Services. Under no circumstances will this Addendum survive the expiration
or early termination of the Agreement or if InCommon is no longer an authorized reseller of SafeNet Produc
ts
and/or Services.


3.b.

If either Party terminates this Addendum in accordance with its terms, unless expressly stated otherwise,
such Party will not incur any liability to the other Party as a result of such termination.


4.a. Eligibility and Order Acce
ptance.

Participant may submit orders for SafeNet Products and/or Services through
the InCommon website which shall constitute a purchase order (“Order”).

The Participant must be a participant of
InCommon at the time an Order is placed and filled for SafeN
et Products and/or Services. Some SafeNet
Products and/or Services offered through InCommon may only be available to a subset of participants of
InCommon. Any such limitations will generally be noted on the InCommon website, however all Orders are
subject
to acceptance by InCommon, and may be declined by InCommon for any reason, or for no reason
whatsoever.


4.b.
No Order shall be binding unless and until accepted by SafeNet. No Orders will be accepted subject to any
terms and conditions other than those co
ntained in this Addendum. Failure of SafeNet or InCommon to object to
new or conflicting provisions contained in any Order or other documents from Participant (including, without
limitation, penalty clauses) shall not be interpreted as a waiver of the ter
ms and conditions of this Addendum or as
the acceptance of any new or conflicting provisions proposed by Participant. In the event SafeNet changes or
discontinues a Product and/or Service, Participant may receive a proposed substitution or modification pro
vided
by SafeNet and may receive the opportunity to order SafeNet Products and/or Services without the proposed
substitution or modification. Participants may, by written change order, seek to change its Order, but no such
change order shall be binding on
SafeNet unless and until accepted in writing by SafeNet. Participant may not
cancel Orders.


4.c.
In the event Participant seeks to reschedule any Order, Participant is solely responsible for paying any
administrative charges that SafeNet may impose on
InCommon or Participant. All requests for rescheduling must
be in writing and no such rescheduling request shall be binding unless and until accepted in writing by SafeNet.
Orders for custom products built to Participant’s request or specification may not
be rescheduled.


5.
No Purchase for 3rd Party Resale.

SafeNet Products and/or Services offered through InCommon are provided
for end use by Participant and may not be resold

to

third parties
. SafeNet Products and
/or S
ervices may
only
be
transferred

to

Participant
's faculty, staff, and students
.


6. End User License Agreement.

SafeNet Products and/or Services offered through InCommon may be subject to
a SafeNet End User License Agreement (EULA). Any such sale through InCommon shall be conditioned upon
Participant’s agreement to such associated EULAs. Any SafeNet Product and/or
Service EULA is solely between
Participant and SafeNet.


7. Strong Cryptography.

Some SafeNet Products and/or Services offered by InCommon include strong encryption
technologies. Strong encryption may be subject to U.S. and international export control reg
imes, including so
-
called “deemed export rule” 15 C.F.R.

§

734.2. Participant agrees, regardless of any other considerations, to fully
comply with all applicable export controls and other encryption
-
related laws and regulations.


8. Prohibited Uses.

SafeN
et Products and/or Services obtained through InCommon shall not be used for any high
risk, life safety, illegal, potentially illegal, copyright or trademark infringing (or potentially infringing) purpose.
Without limiting the foregoing, SafeNet Products an
d/or Services shall not be used directly or indirectly in
conjunction with weapons of mass destruction (including improvised explosive devices, and nuclear, chemical,
biological, or radiological weapons), missile programs, terrorism, or any activities that

may have potentially
catastrophic impacts.


9.a. Disclaimer and Limitation on Liability. The provisions on disclaimer and limitation on liability
contained in the Agreement apply to this Addendum and are hereby extended to include Participant’s use
of Saf
eNet Products and/or Services. All references in Section 11 in the Agreement to “services,”
“Services,” or “SERVICES” shall include SafeNet Products and/or Services.


9.b. Participant acknowledges that it has no proprietary rights in the SafeNet Products
and/or Services.
including improvements or derivative works based on the SafeNet Products and/or Services, except
those contractual rights that are expressly set forth herein. Participant hereby disclaims any ownership
interest in any improvement or deriva
tive work based on the SafeNet Products and/or Services.


9.c. Under no circumstances shall InCommon have any liability to Participant relating to any actions or
omissions of SafeNet (including any breach of an agreement by SafeNet) or for the use of any S
afeNet
Products and/or Services.



10.
Fees
:

Except as provided herein, SafeNet Products and/or Services sold by InCommon shall be sold at the
prices shown on the InCommon website at the time an Order is placed. All prices, however, are subject to
change
and Participant is solely responsible for payment of any price changes, including those made by SafeNet.
Minimum order quantities apply for SafeNet Products and/or Services as identified on the InCommon website at
the time an Order is placed. Internet2
m
em
ber organizations
may be offered a discount on their purchases at the
discretion of InCommon.


11. Delivery, Title, and Risk of Loss.
SafeNet will ship all purchased Products and/or Services directly to the
Participant at the address set forth on an Orde
r submitted by Participant. All responsibility for shipments, including
title and risk of loss, shall pass to Participant at the point of origin, and shall be fully insured for shipment to
Participant unless Participant explicitly waives insurance and assu
mes all risk of loss or damage. Participant is
responsible for all shipping and insurance costs, and for any/all applicable tax and other government charges
levied upon the production, sale, repair or use of the SafeNet Products and/or Services, which are
in addition to
the quoted per
-
unit prices shown on InCommon’s website.


12. Payment:

SafeNet Products and/or Services purchased through InCommon must be paid by payment card,
institutional check or purchase order. All amounts due InCommon (including, with
out limitation, any and all fees,
costs, and other charges under this Addendum) must be paid within 20 days of the invoice’s issuance date.
Termination or expiration of this Addendum, regardless of reason, does not release Participant from payment of
any a
mounts due InCommon. All Orders are non
-
refundable. InCommon may charge Participant a late fee of one
and one
-
half percent (1.5%) per month (or the maximum rate allowed by law) on any undisputed balance
remaining unpaid for more than 30 days from the paym
ent due date. InCommon may charge Participant any late
fees imposed by SafeNet on InCommon related to Participant’s unpaid invoices. InCommon may also, at its
option and without limiting its other rights hereunder, refuse any additional Orders from Partici
pant unless and
until all

invoices have been paid.


13. Support Expectations.

SafeNet Products and/or Services purchased through InCommon are sold at prices
that do
not

include support services, unless noted to the contrary in the case of a particular Pr
oduct and/or
Service. No service level agreements (“SLAs”) apply to SafeNet Products and/or Services sold through
InCommon unless noted separately by SafeNet.


14. Force Majeure:
Obligations established by this Addendum may potentially be impacted by acts
of God, war,
revolution, civil unrest, blockades, embargos, fires, floods, labor actions, terrorism or other causes beyond the
reasonable control of either party. In the event such circumstances arise, Parties agree to negotiate in good faith
to reach an e
quitable resolution of the otherwise uncontrollable event.


15. Effective Date:
Each of the Parties has agreed to the terms and conditions set forth in this Addendum as
evidenced by their signatures below. This Addendum comes into effect as of the date of
the latest signature (the
“Effective Date”).




Partic
ipant






InCommon


Signature: __
______________________
_____

Signature: _________
_______________________



Date: _____
_________________________
___

Date: ____________________________________



Print
Name: __
_________________
_________

Print Name: _______________________________


Title: _________________
_________________

Title: _____________________________________