By using all or any portion of the Software License or commissioning any of the Services, You accept all terms and conditions of these End-User Terms (“Terms”). Any use of theSoftware and/or Services will constitute your assent to these Terms.
Company and/or Reseller authorizes the grant of the Software License described in these Terms to theEnd-User who purchases licenses to use the Software and/or commission Services(including, Managed Solution) from an authorized Reseller.
You agree that these Terms are enforceable like any written negotiated agreement signed by You. If You do not agree, for not subscribe to and use the Software or Services.
“Documentation” means the applicable manuals, training material and any other documentation provided by Company under any format in connection with the Software and underlying licenses, Services and deliverables. Reference to the “Software” in these Terms shall be deemed to include the Documentation.
“Intellectual Property Rights”means patents, trademarks, service marks, trade and service names, industrial designs, copyrights, database rights and design rights (whether or not any of them are registered and including application for registration of any of them),rights in know-how, inventions, technologies, moral rights, trade secrets and all rights or forms of protection of a similar nature or having similar or equivalent effect to any of them which may subsist anywhere in the world.Intellectual Property Rights shall include any improvement, modification, development, addition or other change to the property that is the subject of the Intellectual Property Right even after the expiry or termination of theseTerms.
“Company” means the vendor of the Software License.
“Reseller” meansSHELT Global Limited.
“Services” means those Company hosted services, installation services, integration services, operation, maintenance services, managed services, managed solution, professional services or other services, which End-User commissions.
“Software” means the software tool providing for a cyber threat intelligence line of service that is developed by Company and/or its licensors.
“Software License” means the right to use the Software and ancillary features and further commissionServices associated thereto in the ordinary course of business.
“Software Tools” means any tools, devices or hardware purchased along the Software License for theEnd-User’s use of the Software and any related Service. Reference to the “Software”in these Terms shall be deemed to include the Software Tools.
“Upgrade” means a standard release of the Software and Documentation providing upgrades, updates or enhancements to the Software’s functionality and potentially some fixes to problems. Reference to the “Software” in these Terms shall be deemed to include any Upgrade from time to time.
"Use" or "Using" means to access, install, use or otherwise benefit from using the functionality of the Software in accordance with the Documentation.
“We”, “Us” or“Our” means Company and/or Reseller (as applicable).
“You” or “Yours”means the end-user which purchase a Software License and/or Service.
As long as You comply with these Terms, You will be granted, a non-exclusive, non-transferable, non-sub-licensable, and revocable license to Use the Software for Your sole and internal use during the Subscription Term at the intended capacity levels and at locations within the Territory. The license herein granted maybe subject to further restriction as shall be communicated to You from time to time.
ALL RIGHTS RESERVED
Except for the limited license rights granted in these Terms, Company reserves all rights in the Software and Documentation and any modifications thereto, including title, ownership rights, intellectual property rights and any other rights and interests.
The Software components, features and functions including all Software Tools offered to You shall be described once Your order is placed. Company has retained the sole and exclusive right to upgrade, modify or create new version of the Software from time to time - and upon notice to You, You shall no longer use the outdated version.
The risk of loss of anySoftware Tool(s) commissioned is passed at shipping point, while the title shall only pass upon receipt of payment by Reseller. You will be responsible for the installation of the Software Tools and You shall notify the Company’s Reseller in case of any change of location of the Software Tools. You acknowledge and agree that the Software Tools shall not be subject to any resale and the SoftwareTools are provided on “as is” basis without warranties of any kind, either express or implied.
Other than as authorized herein, during the Subscription Term and after its expiry or termination for any reason, You shall ensure not to do any of the following acts, under any circumstance without the prior written consent of Company:
• reproduce, disseminate, publish, grant a license to or otherwise use the Software, the Documentation or to the Services or any part thereof, other than as permitted by these Terms;
• allow third parties or develop methods to allow third parties to access or use the Software, other than as provided for herein, or access or use the Software on behalf of any third party without obtaining valid authorization from such third party;
• decompile, disassemble or reverse engineer the Software, in whole or in part, and/or attempt to obtain any source code of the Software and/or carry out any action to the detriment ofCompany’s or any of its’ rights;
• copy, disclose, reproduce, publish, modify, alter, add to, translate or otherwise create derivative works of the Documentation or the Software or any of its underlying features;
• reject, avoid, elude, remove, deactivate, or evade, in any way, any protection mechanism of theSoftware, including without limitation any mechanism used to restrict or control of the Software functions;
• interfere with or disrupt the integrity or performance of the Software or probe, scan or test the vulnerability of the Software;
• license, sublicense, resell, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the Software (or any components thereof) or any Documentation;
• use the Software to store or transmit any viruses or other code designed to permit unauthorized access to disable, erase or otherwise harm software, hardware or data, or to perform any other harmful actions;
• develop any solution, software system, line of service or module that incorporates or otherwise uses elements of the Software or that performs functions similar to the Software or otherwise to build any competitive Software;
• violate any obligations with regard to Company’s Confidential Information (as defined below);
• permit or encourage any third party to do any of the foregoing; or
otherwise, to pursue any actor omission in violation of the rights and licenses here granted, of these Terms, or in any way not authorized herein or any illegal way in violation of any law or regulation or third-party property or personal rights.
End-User will not remove any identification mark, logo, name, copyright, trademark or other proprietary rights notices from the Software or Documentation.
The license granted to You pursuant to these Terms shall remain valid for the subscription term indicated in any sale order entered into by you and Reseller and/or Company, as applicable.
TERMINATION OF SOFTWARE LICENSE
Reseller and/or Company may terminate the Software license granted herein, and exercise all available rights by giving written notice, effective immediately, if, within ten (10) days ofEnd-User’s receipt of a written request to cure, End-User has not cured all breaches of license limitations or restrictions, or otherwise at Reseller and/or Company’s convenience. Upon such termination, End-User will immediately pay all outstanding license fees and services fees, cease use of the Software, return or delete, at Reseller and/or Company’s request, all copies of theSoftware and Confidential Information (defined below) in End-User’s possession and certify compliance with all of the obligations in this paragraph to Company in writing.
You shall: (i) at Your sole expense, engage and maintain experienced and trained personnel as are necessary to enable You to promptly and satisfactorily Use the Software, as well as to ensure that the Software is Used in a proper manner; (ii) a reasonable level of responsiveness to requirements and communications; (iii) timely transmittal and release of appropriate and accurate documentation and information; (iv) Use theSoftware and Documentation and all other materials provided hereunder only in accordance with the terms of these Terms; and (v) remain responsible for installing, operating and maintaining its network coverage, set of connection and any other communication or IT tool in proper condition and shall ensure at all time that all the network system needed for the Software is operational and functions properly.
You represent and warrant that during the Subscription Term (i) You will not make any material misrepresentation to third parties regarding the Software or Services provided;(ii) You will not make any representation that the You are the originator of the Software; (iii) You will not build a competitive software, product or service, or copy any features or functions of the Software; (iv) You will not disclose to any third party or publish in any media any performance information or analysis relating to the Software; (v) You will maintain all copyright, trademark and proprietary notices on the Software and any permitted copy thereof; and (vi) You will comply at all times with export control laws and regulations of any country in which they conduct business (including those of the United States) and various economic sanctions, regulation and guidelines of the US Office of Foreign Assets Control (OFAC) among others, and further certify that You (a) are not a Person described or designated in the SpeciallyDesignated Nationals and Blocked Persons List of OFAC; (b) do not engage in any prohibited dealings or transactions with any such Person; and (c) do not engage in any dealings or transactions which would cause Company to be in violation of any economic sanctions regulations and guidelines of OFAC, and other sanctions programs of other countries as well as of those of the United Nations and theEuropean Union.
The Software andunderlying licenses (including Software Tools and Documentation) and anys elected Service are provided “as is”, and Company and Reseller disclaims anyand all representations or warranties (express or implied, oral or written)with respect to the Software and underlying licenses and any Service, whetheralleged to arise by operation of law, by reason of custom or usage in thetrade, by course of dealing or otherwise, including all warranties so as to itsuse, performance and reliability and all warranties of merchantability, fitnessor suitability for any purpose (whether or not such party knows, has reason toknow, has been advised, or is otherwise aware of any such purpose),non-infringement or condition of title. Company and Reseller cannot and doesnot warrant the results that may be obtained by the use of the Software and/orthe Services or that the Software and Services will meet expectations of itsusers or that its operation will be uninterrupted or error-free. You are solelyresponsible and liable for verifying the accuracy and adequacy of anyinformation provided while using the Software and the Services, and for anyreliance thereon and to the maximum extent permitted by law, You irrevocablywaive any and all causes of action or claims against Us arising therefrom orrelating thereto. This disclaimer and exclusion will apply even if any expresswarranty herein fails of its essential purpose.
LIMITATION OF LIABILITY
To the extent permitted byapplicable law, You assume all risk as to the results of performance of theSoftware and Services and Company and Reseller shall have no liability toYou or any other person or entity for any downtime, or failures of the Softwareor Services, or for any direct, indirect, incidental, special, or consequentialdamages whatsoever, including, but not limited to, loss of revenue or profit,lost or damaged data, loss of programs or information or other intangible lossarising out of the use of or the inability to use the Software or the Services,or other commercial or economic loss, however caused and regardless of thetheory of liability (contract, tort or otherwise), even if advised of thepossibility of such damages, or that such damages are foreseeable.Notwithstanding the foregoing, the aggregate liability of Company and Resellerunder or in connection with these Terms shall be limited to the total amount offees paid by You in the (6) months preceding the incident.
You, and at yoursole expense, will defend Company and Reseller and their directors, officers,employees contractors, agents or other authorized representatives (“Indemnitees”)from and against any and all claims, damages, losses, suits, actions orproceedings (each a “Claim”) and indemnify Indemnitees from any relateddamages, payments, deficiencies, fines, judgments, settlements, liabilities,losses, costs and expenses (including, but not limited to, reasonableattorneys’ fees, costs, penalties, interest and disbursements) arising out of,Your use of the Software, and Services and any act or omission in violation ofthese Terms or any third party right.
Notwithstanding anythingmentioned to the contrary herein, Company and Reseller will have no obligationfor any claim made as result from (i) unauthorized modifications or alterationsof the Software or Services made by made by You; (ii) use outside the scope oflicense or right granted; (iii) use of an outdated version of the Software;(iv) use of the Software with any material not supplied by Company; (v)unauthorized access or use to the Software; (vi) any act or omission ofCompany’s distributors and/or Resellers; (vii) provision of Services by aCompany’s Reseller; or (viii) any other fraudulent or negligent conduct inrelation to these Terms.
At Reseller and/or Company’srequest, Reseller and/or Company (as applicable) will have the right to inspectand audit End-User’s compliance with these Terms during normal business hours.End-User will cooperate with the audit and will grant assistance and access toapplicable records, materials, equipment and personnel. If an audit revealsthat the End-User processes or at any time possessed unlicensed copiesof the Software or use of the Software beyond the license features or capacityrestrictions, End-User will pay Company the applicable license fees immediatelyupon request.
PUBLICITY; NO-DISPARAGEMENT;INTELLECTUAL PROPERTY
You shall not cause or permit to release, directly or indirectly, any information regarding any aspect of these Terms and related engagement in any advertisement, press release, media release, public announcement or disclosure or any other form whatsoever, including any promotional or marketing materials, or business presentationswithout Company’s prior written approval.
You will not during the Subscription Term, and thereafter, through any medium, either orally or in writing, including, but not limited to, electronic mail, television or radio, computer networks or Internet bulletin boards, blogs, social media, such as Facebook, LinkedIn, or Twitter, or any other form of communication, disparage, defame, impugn, damage or assail the reputation, or cause or tend to cause the recipient of a communication to question the business condition, integrity, competence, good character, professionalism, or product/service quality of Company, its related entities, partners, agents, officers, directors, employees, successors, and assigns.
You acknowledge that Company reserves all right, title and interest in the Software and underlying licenses, in the Services and any all Intellectual Property Rights embodied therein will remain the exclusive property of Company and its licensor(s) (as applicable).Nothing in these Terms shall operate to transfer any such Intellectual PropertyRights to You, who shall not challenge Company’s rights in the Software and underlying licenses nor the validity of such intellectual property (whether registered or not), and any applications, registrations, assignments thereof and You undertake to refrain from making any claim or acquiring any right, title and/or interest in such Intellectual Property Rights.
GOVERNING LAW AND DISPUTERESOLUTION
These Terms will begoverned by and interpreted in accordance with the laws of France, withoutgiving effect to the principles of conflicts of law of such country. Theparties will attempt in good faith to resolve through negotiations any dispute,controversy, claim or disagreement between them, arising directly or indirectlyout of these Terms. Any dispute which has not been resolved through negotiationwithin fifteen
(15) days after emergence ofsuch dispute, shall be subjected to the jurisdiction of the French courtsystem.
Further Acts; Cooperation. You agree to immediatelyperform any further acts and to promptly execute and deliver any furtherdocuments and take such additional actions as may be reasonably necessary toeffectively perform Your obligations under these Terms. You shall fullycooperate with Company with respect to these Terms, including any audit orinspection undertaken by Reseller and/or Company.
Record Keeping. You will keep all properbooks, records and accounts relating to the Use of the Software and Servicesand will retain such records for a period of (5) years after the date oftermination or expiry of the Subscription Term.
Protection ofConfidential Software and Documentation. End-User acknowledges that the Software andDocumentation are regarded as confidential by Company (“ConfidentialInformation”) and End- User agrees at all times to protect and preserve instrict confidence the Software and the Documentation. The End-User agrees notto permit or authorize access to, or disclosure of the Software
and Documentation to anyperson or entity other than employees of End-User who have agreed in writing tobe bound by these Terms and have a need to access the Software andDocumentation for the benefit of the End-User.
Assignment. These Terms nor any rightsgranted hereby may be assigned in whole or in part by You voluntarily or byoperation of law without Company’s prior written consent.
No Waiver. No waiver of anyterm or right in these Terms shall be effective unless in writing, signed by anauthorized representative of Company. The failure of Company or Reseller toenforce any provision of these Terms shall not be construed as a waiver ormodification of such provision, or impairment of its right to enforce suchprovision or any other provision of these Terms thereafter.
Severability. If any provisionof these Terms shall for any reason be held illegal or unenforceable, suchprovision shall be deemed separable from the remaining provisions of theseTerms and shall in no way affect or impair the validity or enforceability ofthe remaining provisions of these Terms, unless removal of the invalidatedprovision renders another provision impossible to perform or inconsistent withthe intent of Company.
Modification. Company reserves theright to modify these Terms at its sole discretion. A notice of suchmodification shall be sent to You in due course.
Survival. Each term and provision ofthese Terms that should by its sense and context survive any termination orexpiration of these Terms, shall so survive.
Notices. Any notice inrelation to the subject matter hereof to be given by either party to the othershall be given in writing (which shall without limitation include by facsimile,e-mail or any other means of electronic written communication) and shall beduly served upon the date of delivery (if delivered by hand) or if sent byfacsimile, e-mail or electronic communication, the date of transmission.
Entire Agreement. These Terms, any attachments attached hereto and any document or instrument derived or referenced herein, constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior agreement or communications between the parties, whether written, oral, electronic or otherwise. An executed signature page delivered via facsimile transmission or electronic signature shall be deemed as effective as an original executed signature page.
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