IMPORTANT: READ CAREFULLY BEFORE REGISTERING FOR THE FOLLOWING SERVICE!

ONLY SOMEONE WHO HAS APPROVAL AND AUTHORITY FROM THE COMPANY WHICH WILL BE THE END-USER OF THIS SERVICE MAY AGREE (OR REFUSE TO AGREE) TO THE LEGALLY BINDING SERVICE AGREEMENT BELOW; THE AGREEMENT CONTAINS IMPORTANT LEGAL LIMITATIONS, RESTRICTIONS AND DISCLAIMERS AND ALSO SPECIFIES THE DURATION OF THE SERVICE PROVIDED.

SELECTING “I AGREE”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

ARCOT A-OK ON-DEMAND SERVICE AGREEMENT

This Arcot A-OK On-Demand Service Agreement (this “Agreement”) is a legally binding contract between You and Arcot Systems, Inc. (“Arcot”) <http://www.arcot.com>. “You” or “Your” refer to the legal entity which will be provided the Service. The person(s) who is authorized to agree (or disagree) to this Agreement, and/or approve the provision of the Service by Arcot, must be authorized by and be acting on behalf of that same legal entity.

1. DEFINITIONS. “Service” means the Arcot A-OK On-Demand multifactor, strong authentication service that protects the identities and data of Google Apps Premier Edition users. “User” means any user of the Service under the terms of this Agreement; the Service shall provide the mechanism for which You will authorize Users. “Documentation” means any user guides, instructions, and reference materials provided to YOU by Arcot in connection with the Service. “Software” means the Arcot proprietary software utilized in providing the Service to You.

2. SERVICE AND RESTRICTIONS. Arcot shall provide the Service to You for the Term (defined in Section 9, below) of this Agreement. The Service shall commence at such time as “I Agree” to this Agreement is selected by You (the “Effective Date”). You shall not: (a) disassemble, reverse engineer, decompile, modify, enhance, translate or create a derivative work from the Service or the Software (except to the extent applicable laws specifically prohibit any such restriction); (b) transfer, share, rent or grant any rights in the Service in any form to any person or entity; or (c) host the Service for others, run a service bureau or ASP service using the Service or otherwise use the Service for or on behalf of another.

3. OWNERSHIP. All right, title, and interest in the Service, the Software and in any ideas, know-how, code, derivative works or intellectual property associated therewith, including without limitation any enhancements or modifications made to the Service or the Software by any person (however employed or associated) shall at all times remain solely and exclusively the property of Arcot.

4. PROPRIETARY MARKS. Except as specifically authorized by Arcot in writing, You shall not alter, change or remove from the Service any trademark, other proprietary mark or proprietary rights notice.

5. THE SERVICE IS DISTRIBUTED “AS IS” WITHOUT ANY WARRANTIES, WHETHER WRITTEN, ORAL, STATUTORY, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ARCOT SPECIFICALLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. This waiver of warranty affects Your specific legal rights; You may have rights which may vary depending upon where You are located. Some jurisdictions do not allow limitations on implied warranties, so the limitations above may not apply to You.

6. SUPPORT. Arcot has no obligation to provide support, maintenance or professional services or upgrades, modifications or new releases to the Service under this Agreement. Arcot may voluntarily provide some or all of these items; should Arcot do so, any such action shall not be considered a waiver of this provision.

7. FEES AND PAYMENTS.
7.1 Fees: All service fees to You for use of the Service for the first thirty (30) days of the Term of this Agreement shall be waived. Beginning thirty (30) days after the Effective Date (the “Active Date”), You shall be invoiced by Arcot on a quarterly basis in advance for the service fees (“Service Fees”) due for the Service granted herein. You shall be invoiced a fee in the amount of Three Dollars ($3.00) per quarter for each Active User that You have. For the purposes of this Agreement, an “Active User” is a User which has been issued and not withdrawn or terminated. Active Users shall be calculated for the first quarter based on the number of Your Active ArcotIDs on the Active Date. The number of Active ArcotIDs for subsequent quarters shall be calculated by using an mean average of the three months comprising the previous quarter, as measured on days that are 30, 60 and 90 days from the start of the calculated quarter. For example purposes only: if you have 10, 15 and 14 Active ArcotIDs as measured 30, 60 and 90 days, respectively, from the beginning of the measured quarter, You shall owe Service Fees in the amount of $39.00 for the quarter ($3.00 x 13).

7.2 Payment Terms: You shall make all payments for Service Fees to Arcot within thirty (30) days of the invoice date. Late payments shall incur service charges equal to the lesser of (a) one and one-half percent (1.5%) per month, or (b) the maximum amount allowed by law. All amounts are stated and payable in U.S. Dollars and do not include taxes. If Arcot is required to pay taxes in connection with this Agreement, including without limitation sales, use, GST, value-added, or other taxes (excepting taxes based on income), such taxes will be invoiced to and paid by You. Arcot reserves the right to modify the procedures used for invoicing/paying the Service Fees, i.e., by credit card in advance, aw well as changing the Service Fees due. Arcot shall provide You with at least thirty (30) days written notice prior to making any changes to the payment procedures or the amount of Service Fees due for subsequent quarters.

8. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ARCOT (AND ITS LICENSORS OR SUPPLIERS) SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE USE OF THE SERVICE, HOWEVER SUCH DAMAGES ARISE AND/OR WHETHER SUCH DAMAGES ARE CLAIMED IN TORT, CONTRACT OR OTHER ACTION, EVEN IF ARCOT HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ARCOT’S LIABILITY FOR ANY CLAIM WHATSOEVER HEREUNDER (OR ASSOCIATED HEREWITH) EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM. Some jurisdictions do not allow for the exclusion or limitation of incidental or consequential damages, so the limitations above may not apply to You.

9. TERM AND TERMINATION.
9.1 Term: This Agreement and the Service shall become effective on the Effective Date, and shall remain in effect until this Agreement is terminated pursuant to Sections 9.2 or 9.3, below.

9.2 Termination for Convenience: You may terminate this Agreement upon thirty (30) days written notice made directly to Arcot. Arcot may terminate this Agreement upon ninety (90) days written notice made directly to You.

9.3 Termination for Cause or Default: Either party may terminate this Agreement immediately upon written notice if the other party ceases to do business or (i) becomes insolvent, admits insolvency or admits a general inability to pay its debts as they become due; (ii) files a petition for protection under the bankruptcy laws of any jurisdiction; or (iii) an involuntary petition in bankruptcy is filed against such other party and is not dismissed within thirty (30) days thereafter. Either party may also terminate this Agreement if the other party fails to perform a material obligation hereunder and fails to cure such nonperformance within twenty (20) days following written notice thereof; provided that, any breach of the restrictions in Section 2 of this Agreement by You, or any breach of Your payment obligations shall be conclusively presumed to be a material breach of this Agreement.

9.4 Effect of Expiration/Termination: No refund of Service Fees made by You under this Agreement shall be due in any amount on account of a termination by You under Section 9.2 or by Arcot under Section 9.3 of this Agreement. When this Agreement expires or terminates, Arcot shall cease providing the Service to You. You shall immediately cease using any Documentation and destroy all copies of such. Sections 3, 4, 5, 7, 8, 9.4 and 10 shall survive the termination or expiration of this Agreement.

10. GENERAL.
10.1 Miscellaneous. All notices shall be in writing and shall be considered given on the date of (i) confirmed delivery if sent by overnight courier or express mail service, (ii) confirmed delivery if sent by postage pre-paid certified or registered mail (or the equivalent), return receipt requested or (iii) personal delivery. You shall not assign or otherwise transfer any of Your rights or obligations without the prior written consent of Arcot. Except to the extent applicable law, if any, provides otherwise, this Agreement shall be governed, construed and enforced in all respects by the laws of the State of California, excluding its choice of law/conflict of law provisions, and shall not be governed by the United Nations Convention on Contracts for the Sale of Goods. Unless Arcot elects (in its sole option) to proceed in Your local jurisdiction, the jurisdiction and venue of any arbitration, litigation or other dispute resolution method between the parties (which arises out of or relates to this Agreement) shall be exclusively in Santa Clara County, California; You expressly submit and consent to such exclusive jurisdiction and venue. Other than Arcot’s right to seek injunctive relief, any claim or dispute arising out of or relating to this Agreement shall be decided by confidential binding arbitration before a single arbitrator. The parties shall equally split the arbitrator’s fees. You agree to comply with all applicable laws, domestic or foreign. You further understand that the Service may be subject to restrictions and controls imposed by the U.S. Export Administration Act, as amended, and agree, if informed by Arcot, to comply with applicable export and import control laws and regulations issued from time to time by the U.S. Department of Commerce and other governmental agencies, foreign or domestic. If any provision of this Agreement is for any reason and/or to any extent determined to be unenforceable under applicable law, the remaining provisions of this Agreement shall remain in full force and effect. This Agreement constitutes the entire understanding and agreement between You and Arcot with respect to its subject matter and may be amended only in writing signed by both parties. The failure of either party to object to or act with respect to any conduct of the other party that is in violation of the terms of this Agreement shall not be construed as a waiver thereof.

10.2 Government Restricted Rights. This provision applies if the Service is acquired directly or indirectly by or on behalf of any government. Arcot is the manufacturer of the Software and provider of the Service. The Software is a commercial product, licensed on the open market at market prices, and was developed entirely at private expense and without the use of any government funds. Any use modification, reproduction, release, performance, display, or disclosure of the Service and/or Software by any government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement, and no license to the Software is granted to any government requiring different terms. The Service and any accompanying Documentation are delivered and licensed as "commercial item" "computer software" as defined in FAR 2.101. If the Service is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the Government's rights to the Product and accompanying Documentation will be only as set forth in this Agreement; and in accordance with FAR 52.227-14 Rights in Data-General, "Restricted Rights," any equivalent agency regulation or contract clause, or such applicable successor provisions.

10.3 Providing Notice. Should You wish to or are required to notify Arcot under this Agreement, use the contact information provided on the Arcot website located at http://www.arcot.com.

The Software is Copyright © 2001-2008 Arcot Systems, Inc.

BY SELECTING “I AGREE TO THE TERMS OF SERVICE,” UPON SUBMITTING THE LICENSE PURCHASE APPLICATION, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY ALL TERMS IN THE AGREEMENT ABOVE (INCLUDING THE SPECIFIC LIMITATIONS, RESTRICTIONS AND DISCLAIMERS SET FORTH IN SECTIONS 2, 5, 8 AND 9.1) AND ALSO THAT YOU ARE AUTHORIZED TO MAKE A DECISION TO AGREE TO AND ACCEPT THIS LEGALLY BINDING AGREEMENT ON BEHALF OF THE COMPANY WHICH WILL BE USING THE SERVICE.

IF YOU DO NOT AGREE TO ALL TERMS IN THE AGREEMENT, YOU ARE NOT AUTHORIZED TO REGISTER FOR THE SERVICE.