INFORMATION SECURITY SERVICES AGREEMENT GENERAL TERMS AND CONDITIONS
The present General Terms and Conditions (the “Terms”)aim to set forth the terms and conditions for the provision of the followingService: REVA Brand Protection ServiceThe Terms shall apply strictly to the above service. The Terms will apply to you (“you” or the “Customer”) if the Service Agreementyou have concluded with SHELT (as defined below) or any of the latterAffiliated companies. The Terms, as may be amended by SHELT from time to time, are automatically andirrevocably deemed accepted (i) by the execution by the Customer of the ServiceAgreement; or (ii) by the selection of the “Agreed” button by theCustomer or any of its employees or representatives while using or implementingor installing any of the Services. You are required to check any amendments to the Terms regularly. Wheninstalling or initiating the Service, you may be prompted to agree on the Termswhich shall be construed as an integral part of the agreement between theParties. If you have not been prompted to agree on any of the terms andconditions, this does not mean that you are not bound by the Terms. Section 1. General Disclaimer
IN NO EVENT SHALL SHELT, ANY OF ITS AFFILIATES, OR ANYOF THE PRODUCT LICENSORS (AS DEFINED BELOW) BE LIABLE FOR ANY DAMAGESWHATSOEVER (INCLUDING WITHOUT LIMITATION ANY LOST PROFITS, LOST DATA, LOSS OFUSE OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES) INCLUDING WITHOUTLIMITATION ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING INANY WAY OUT OF THE USE OF OR INABILITY TO USE OR ACCESS ANY PLATFORM, SITE,SERVICES OR MATERIALS, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY. FOR THEAVOIDANCE OF DOUBTS, SHELT USES THIRD-PARTY VENDOR’S SERVICES AND TOOLS. SHELTWILL NOT BE LIABLE FOR ANY DAMAGE, FROM ANY SECURITY BRIDGE OR ANY OTHERSECURITY INTRUSION OR ANY VIRUS, BUGS, OTHER MALICIOUS SOFTWARE OR HARMFULCOMPONENTS, TEMPERING, INTERRUPTION, DELAY OPERATION OR TRANSMISSION, ACOMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR MALFUNCTION. SHELTIS NOT LIABLE FOR ANY DAMAGE TO ANY COMPUTER, DEVICE, HARDWARE, SOFTWARE, OTHERPROPERTY ARISING OUT OF OR RELATED TO, CAUSED BY OR RESULTING IN ANY WAY FROMACCESS TO, OR USE OF THE SERVICES. THE CUSTOMERS SHALL MAINTAIN THEIR OWNBACKUP OF FILES AND DATA AND WILL PURCHASE A PRIVATE INSURANCE TO COVERTHIRD-PARTY DATA LOSS. SHELT and its suppliers or any of the Product Licensors further do not warrantthe accuracy or completeness of the information, text, graphics, links or otheritems contained within the Services. SHELT or any of the Product Licensors maymake changes to the Services or to a Platform, at any time without any notice.SHELT or its suppliers or any of the Product Licensors make no commitment toupdate the Services and/or a Platform. Mention of non-SHELT products orservices is for information purposes only and constitutes neither anendorsement nor a recommendation. SHELT shall bear no responsibility whatsoever for the content of any materialsprovided and their translation, if any. Any and all specifications,descriptions, photographs, measurements, capacities or illustrations containedin any Documentation including catalogues, price lists, brochures, leaflets,proposals, advertising matter, publications of SHELT and/or the ProductLicensors are intended to be illustrative and approximate only and shall notform part of a contract or constitute a representation, warranty or conditionregarding any Products. No employee or agent of SHELT has any authority to makeany representation regarding the Service. Section 2. Definitions and Interpretation
Term means the Term asdefined in the Service Agreement;
Trade Marks means all names, logos, trademarks of SHELT and/or theProduct Licensors, as the case may be, relating to the Service from time totime, and any other branding materials in the Service or any Documentation;
User means the Customer acting as a user of Service, the Customers andthe End Users.
In this Agreement, unless the contrary intention appears: a) words in the singular number includethe plural and vice versa and words importing a gender include any othergender; b) a reference toa person includes a body, whether corporate or otherwise; c) a reference to a Party is areference to SHELT or the Customer individually and a reference to the Partiesis a reference to SHELT and the Customer cumulatively; d) a reference to “you” is a referenceto the Customer; e) areference to a Schedule includes a reference to any part of that Schedule whichis not physically annexed to this Agreement, but which is incorporated byreference; f) monetaryreferences are references to USD (United States Dollars) currency; and g) when a thing is required to be doneor money required to be paid under this Agreement on a day which is not aBusiness Day, the thing shall be done, and the money shall be paid on theimmediately preceding Business Day.
Section 3. Independent Contractor
The Customer shall act as an independentbusiness entity with regards to both SHELT and the Customers. Neither SHELT northe Customer are employees or agents of the other, and neither Party has anypower or authority whatsoever, whether directly or indirectly or through itsrepresentatives, employees or agents, to bind the other to any agreement with anyperson except as specified in this Agreement.
Section 4. Provisioning of the Services
4.1 Subject to applicable legislation, SHELTmay provide the Service from anywhere in the world and may, at any time,transfer the provision of the Service from one location to another. 4.2 Customer is responsible for the useof any username, password or other forms of identification that allows accessto the Services (collectively “ User ID”) for receiving the Service (if any),and in maintaining the confidentiality of the User ID. Customer shallimmediately notify SHELT should it is aware of the loss of or misplace or anysuspect abuse (actual or attempted) of a User ID. 4.3 Customer shall maintain appropriatesecurity policies and procedures to ensure proper use of the User ID. 4.4 Customer shall be responsible, atits sole cost and expense, for securing and maintaining its own internetaccess, facilities, hardware and software required for accessing the Services.
Section 5. Fees and other amounts dueto SHELT
All amounts are tobe paid to SHELT in USD United States Dollars into its designated foreign bankaccount, exclusive of all applicable taxes, value added tax, withholding taxes,sales taxes, duties or levies imposed by any authority, government or governmentagency all of which shall be paid promptly when due by the Customer, and whoagrees to indemnify and hold SHELT harmless from any liability with respectthereto.
All sums payable by the Customer under this Service Agreement shall be paidfree and clear of all deductions or withholdings whatsoever, save only as maybe required by law. If any deductions or withholdings are required by law to bemade from any such sums, the said deductions or withholdings shall be added tothe total sum due by the Customer to SHELT, in such way that SHELT receives thetotal amount invoiced. In the event of non-payment of any amount due under theService Agreement by the Customer, SHELT shall be entitled to suspend orterminate the Services in accordance with the Terms.
Without prejudice to any other right SHELT may have, the Customer agrees to paySHELT a monthly interest at the rate of 8% above USD one-month Libor rate onany outstanding amounts or other moneys payable to SHELT by the Customer, whichremain unpaid after their due date. The interests will accrue from daily fromthe due date until all the monies (and interests) are paid in full.
Section 6. Marketing Materials andSupport
The Customer grants SHELT the right to usethe Customer’s trademarks and logos in SHELT marketing and promotionalmaterials.
Section 7. Audit of Records
Customer shall maintain clear, accurate andrelevant records containing all data reasonably required in order to verifyCustomer’s compliance with the Service Agreement and the Terms. SHELT shallhave the right, at least once per calendar year upon at least two (2) daysprior notice, to direct its independent auditors to audit and analyze anyrelevant record of Customer. If the result of such audit indicates that paymentis due, Customer shall make such payment promptly in addition to any interestsfor late payment accrued as of the date the payment was due. At the request ofSHELT and at the Customer’s expense, the latter shall provide to SHELT (or itsdesignated representative) the unrestricted access to all records pursuant tothis Section 7. This Section shall survive the termination of the Agreement forany reason whatsoever, for a period of five (5) years.
Section 8. Intellectual Property Rights
8.1 Each of SHELT (or the Product Licensorsas the case may be) and the Customer shall retain ownership of all itsBackground IP, including any modifications or improvements to such BackgroundIP arising during the performance of that Party’s obligations under thisAgreement. 8.2 Nothingin this Agreement will affect the ownership of the Background IP of SHELT (orof the Product Licensors as the case may be) and of the Customer. 8.3 The Customer acknowledges andagrees that all Intellectual Property Rights related to and arising out of theServices (including any modifications or improvements to the Services or theSoftware arising during the performance of the Service Agreement or anyCustomer Contract) belong exclusively to and remain the property of itsdeveloper and/or, as the case may be, the Product Licensor. 8.4 Whenever reasonably possible, SHELTshall notify the Customer whenever any changes are made to the Services(including alterations to the Software or the Documentation, and the creationof any updates or new releases) whenever the Product Licensor notifies it ofthe same. The Customer shall automatically abide by those changes. 8.5 The Customer undertakes, under anycircumstances that it shall not to decompile or reverse-engineer the Servicesor the Software or assist or procure any person or entity to decompile orreverse-engineer the Services or the Software or provide information to anyperson or entity about de-compilation of the Services or the Software for anypurpose whatsoever. 8.6 TheCustomer undertakes not to embed any part of the software forming part of theServices (including the Software) into any other product or software, withoutSHELT’s prior written consent and instructions. 8.7 The Customer understands and agrees that neither SHELT nor theProduct Licensors have an obligation to indemnify, defend or hold the Customeror a Customer or any third party harmless from or against any claims, losses,liabilities, damages, costs and expenses, judgments or settlement amountsarising out of or in connection with the actual or alleged infringement of athird party’s intellectual property rights. 8.8 When making proposals and agreements with foreign governments whichinvolve any of the Services, Customer will take all reasonable steps to ensurethat SHELT and the Product Licensors’ (as the case may be) proprietary rightsin such Services receive the maximum protection available from such foreigngovernment for commercial computer software and related documentation. 8.9 The Customer shall not to remove,deface or obscure any copyright notices or other proprietary notices or legendsfrom any materials provided by SHELT, and/or the Product Licensor under theService Agreement and the Terms, and shall use all reasonable endeavors toensure that all copies of the Services contain such copyright notices or otherproprietary notices or legends; 8.10 This Section 8 shall survive the termination of the Agreement forany reason whatsoever.
Section 9. Customer’s Obligations
The Customer shall perform its obligationsset forth in the Service Agreement and 9.1 pay to SHELT the amounts that are due to SHELT in accordance withthe Service Agreement; 9.2immediately comply with any measure and decision adopted by SHELT further to adecision or measure adopted by any of the Product Licensors; 9.3. provide SHELT with all technicaldata and all other information SHELT may reasonably request from time to timeto allow SHELT to supply the Services. All information the Customer supplieswill be complete, accurate and given in good faith. Such information will betreated as Confidential Information under the Terms. 9.4 recognizes that any informationsent to and from Customer may pass through a Platform and accordingly, Customeragrees and undertakes to use the said Platform for legitimate and lawfulbusiness purposes only. 9.5 whenrequired to do so by SHELT, the Customer shall provide all the necessaryresources including allocating a qualified member (or more as it may reasonablybe required) of its staff for: ‣ regarding the Setup of the Services; ‣ checking the configuration, ensuring the follow up and performance ofany maintenance task; and For the avoidance of doubt, any breach by Customer of this Section 9will constitute a material breach of the Terms and in addition to SHELT’s rightsof termination set out in Section 14 below, SHELT may, at any time and atSHELT’s sole option, suspend all or part of the Service immediately and untilthe breach is remedied.
Section 10. SHELT’s Obligations
10.1 SHELT shall act honestly and in good faithat all times towards the Customer, in compliance with the Service Agreement. 10.2 Subject to the Customer’scompliance with the payment terms set forth in the Service Agreement, SHELTshall provide the Services in accordance with terms set forth in the ServiceAgreement.
Section 11. Warranty and Liability
11.1 The Customer warrants that it has theauthority to enter into the Service Agreement and the Terms. 11.2 The Customer confirms beinginformed that part or all of the Services (as the case may be) are licensed toSHELT by Product Licensors and understands that the Service Agreement the Termsand the provision of services is directly linked to the License Agreement.Therefore, the Customer further understands that SHELT’s ability to fulfil itscontractual obligations under the Service Agreement and the Terms is limited toits rights in the License Agreement or by a Product Licensor. 11.3 The Customer agrees that SHELTwill not be held liable in any event for any exemplary, indirect, punitive,special, incidental or consequential damages (including without limitation forloss of profits, revenue, business, goodwill, use, data, or other economicadvantage) of any kind in connection with or arising out of any Harmful Codethat may be found in or linked to any of the Services, and even if SHELT hasbeen previously advised of the possibility of such damage. 11.4 The Customer agrees that SHELTwill not be held liable in the event it is unable to provide the Services orfulfil any of its contractual obligations as a result of (i) the terminationand/or interruption of the License Agreement for whatsoever reason, or (ii) theinterruption of the provision of the Services by any of its Product Licensorsfor whatsoever reason. 11.5 Exceptfor any warranties expressly set out in the Service Agreement and the Terms, tothe extent permitted by the law, SHELT expressly excludes all conditions andwarranties whether express or implied, statutory or otherwise. 11.6 In no event will SHELT be liabletowards the Customer and/or any third party for any exemplary, indirect, punitive,special, incidental or consequential damages of any kind or any loss of data inconnection with or arising out of the Service Agreement and/or the Terms(including without limitation for loss of profits, revenue, business, goodwill,use, data, or other economic advantage), however it arises, whether for breachof this Agreement or in tort, and even if SHELT has been previously advised ofthe possibility of such damage. 11.7 In no event shall SHELT be liable towards the Customer, in respectof any and all claims arising under or pursuant to the Service Agreement andthe Terms, whatsoever arising and on any ground whatsoever. 11.8 SHELT’s liability arising out ofor in connection with the Service Agreement, and/or the Terms (whether incontract, equity, negligence, tort or for breach of statute or otherwise) shallbe reduced by the extent, if any, to which the wrongful act or omission of theCustomer or any third party contributed to the loss. 11.9 The Customer must promptly notifySHELT in writing of any claim, in relation to the Services giving SHELT solecontrol of any such action or proceedings and such assistance as it mayreasonably require to settle and/or defend such action or proceedings (atCustomer’s reasonable expense). Any award of costs, expenses and/or damagesshall belong to SHELT. In such event, Customer shall: a) notify SHELT inwriting promptly upon learning of any claim or suit for which indemnificationmay be sought; b) shall have the right to participate in such defense or settlementwith its own counsel and at its sole expense, but SHELT shall have control ofthe defense or settlement; and e) shall reasonably cooperate with the defense. 11.10 Customer agrees to indemnifySHELT and/or its Product Licensor as the case maybe and hold it/them harmlessagainst any and all claims, actions, losses, costs and reasonable expensesSHELT and/or its Product Licensor as the case maybe, may incur as a result of:a) any breach by Customer and or Customers of the Agreement; b) any third partyclaim in relation to information passing through the Services to or fromCustomer.
Section 12. Regulatory Matters
12.1 SHELT and the Customer each acknowledgesthat from time to time, the Services or the operation of the Services, mayadversely be affected by: a) a determination by any Regulatory Authority,including a decision by a Regulatory Authority not to grant, or to vary anylicense, approval or regulatory relief previously granted which is necessaryfor the operation of the Services in the Territory on terms reasonablyacceptable to SHELT; or b) a determination by a court of law. 12.2 Consequently, the Parties shall:a) use their best endeavors to give the other as much advance notice aspossible of the occurrence, or likely occurrence, of any of the events set outin Section 12.1.(a “Regulatory Event”); b) negotiate in good faith to determinewhether the Regulatory Event has or will have any effect on this Agreement andthe steps that the Parties should take to minimize that effect; and c) take anyaction necessary to comply with an obligation arising as a consequence of theRegulatory Event. 12.3 Despiteany other provision of this Agreement, SHELT and/or the Product Licensorsreserve the right to make any changes in the specifications of the Services,without notice to Customer, which are required in order to conform to anystatutory or other legal or regulatory requirements or which do not materiallyaffect the provisioning of the Services. 12.4 Despite any other provision of this Agreement, SHELT may, at itssole discretion, suspend or terminate its operations or Services or suspend orautomatically terminate the Service Agreement without the need for any judicialor arbitral proceeding and without incurring any liability whatsoever, whenevera Regulatory Authority has taken action that in the opinion of SHELT (and/orany of its Product Licensors as the case may be) would adversely affect theoperation of the Services in any way.
Section 13. Non-Disclosure ofConfidential Information
Section 14. Term and Termination
14.1 Unless terminated earlier as stated inthe Agreement, the Term shall start from the Commencement Date and continue inforce up to the end of the Term set forth in the Service Agreement. 14.2 SHELT is entitled for convenienceto automatically (i) suspend the provision of the Services to the Customer(and/or to any of its Customers and the End Users) and/or (ii) terminate theService Agreement, without the need for any judicial or arbitral proceeding, bygiving to the Customer a /2/ (two) weeks prior notice. SHELT shall have noliability to pay any whatsoever compensation or indemnification for such earlytermination. 14.3 SHELTis entitled to automatically (i) terminate the Service Agreement and/or (ii)suspend and/or stop the provision of the Services, without the need for anyjudicial or arbitral proceeding and SHELT shall have no liability to pay anywhatsoever compensation or indemnification for such early termination if aCustomer: a) fails to comply with any obligation pursuant to the ServiceAgreement and/or the Terms or contained in the Documentation; or b) uses,attempts to use, or allows (whether through action or inaction) any person todecompile or reverse-engineer the Services or the Software or assist or procureany person to decompile or reverse-engineer the Services or the Software orprovide information to any person about de-compilation of the Services or theSoftware for any purpose; or 14.4 Irrespective of any other terms, the Service Agreement and/or theTerms, SHELT may terminate the Service Agreement immediately by notice inwriting without the need for any judicial or arbitral proceeding, and SHELTshall have no liability to pay any whatsoever compensation or indemnificationfor such early termination if the Customer: a) is in breach of any of itsobligations as per the terms of the Service Agreement or the Terms and suchbreach is not remedied by the Customer within seven (7) days of receiving awritten notice from SHELT; or b) uses, attempts to use, or allows (whetherthrough action or inaction) any person to decompile or reverse-engineer theServices or the Software or assist or procure any person to decompile orreverse-engineer the Services or the Software or provide information to anyperson about de-compilation of the Services or the Software for any purpose; orc) becomes insolvent, takes any step leading to its cessation as a goingconcern, fails to pay its debts as they become due, or ceases businessoperations continuously for longer than twenty five (25) days; or d) entersinto or resolves to enter into a scheme of arrangement, deed of companyarrangement or composition with, or makes an assignment for the benefit of allor any class of its creditors or it proposes a re-organization, moratorium orother administration; or has a receiver, or receiver and manager appointed overall or any parts of its undertaking, assets or income; or e) any proceedingsare commenced by, for, or against Customer under any bankruptcy, insolvency, ordebtor’s relief law and such proceeding is not dismissed within forty (40)calendar days of its commencement; or is liquidated or dissolved; or f) isdeclared bankruptcy or an analogous event happens in any other jurisdiction; org) ceases or threatens to cease conducting its business in the normal manner(other than as a result of a sale of its business to a permitted assignee). 14.5 Irrespective of other terms inthis Agreement, SHELT may terminate this Agreement immediately by notice inwriting without the need for any judicial or arbitral proceeding if the LicenseAgreement is terminated for any reason whatsoever and/or if the ProductLicensor as the case may be, stops providing any of the Services or part of theServices. SHELT shall have no liability to pay any whatsoever compensation orindemnification for such early termination. 14.5 Irrespective of other terms inthis Agreement, in the event of termination or suspension of this Agreement forwhatsoever reason, Customer shall not be entitled to be reimbursed of any sumsalready paid to SHELT. 14.6 ThisSection shall survive the termination of the Agreement for any reasonwhatsoever.
Section 15. Force Majeure
15.1 Neither Party shall be liable for anydelay or failure to perform its obligations pursuant to this Agreement if suchdelay is due to Force Majeure. 15.2 If a delay or failure of a Party to perform its obligations iscaused or anticipated due to Force Majeure, the performance of that Party’sobligations will be suspended. However, the affected Party shall take reasonablesteps to remove the Force Majeure as soon as reasonably possible, or tominimize its duration or effect. 15.3 If a delay or failure by a Party to perform its obligations due toForce Majeure exceeds forty five (45) days, either Party may either continue tosuspend or immediately terminate the Agreement on providing notice in writingto the other Party. 15.4 TheParties have agreed that SHELT’s inability to fulfill its contractualobligations as a result of (i) the termination and/or interruption of theService Agreement for whatsoever reason, or (ii) any internet or connectionfailure or any other issue whatsoever is their origin or cause hindering SHELTfrom performing the Services, or (iii) the interruption of the provision of theServices by any of the Product Licensors for whatsoever reason, shall beconstrued as well as a Force Majeure and SHELT shall not be liable for anydelay or failure to perform its obligations.
Section 16. Governing Law
16.1 The Terms will be governed by andinterpreted in accordance with the laws of France, without giving effect to theprinciples of conflicts of law of such country. The parties will attempt ingood faith to resolve through negotiations any dispute, controversy, claim ordisagreement between them, arising directly or indirectly out of these Terms.Any dispute which has not been resolved through negotiation within fifteen (15)days after emergence of such dispute, shall be subjected to the jurisdiction ofthe French court system.
Section 17. Severability
If any term or provision of the ServiceAgreement and/or the Terms is found by any arbitral tribunal or court ofcompetent jurisdiction to be invalid, illegal or otherwise unenforceable, thesame shall not affect the other terms or provisions hereof or the whole of theService Agreement and/or the Terms, but such term or provision shall be deemedmodified to the extent necessary in the court’s opinion to render such term orprovision enforceable, and the rights and obligations of the Parties shall beconstrued and enforced accordingly, preserving to the fullest permissibleextent the intent and agreements of the Parties herein set forth.
Section 18. General Provisions
18.1 Assignment and Subcontracting a) SHELT mayassign, transfer, charge, subcontract or deal in any other manner with all orany of its rights or obligations under the Service Agreement and/or the Termsto any of its Affiliates, without the need for the prior consent of theCustomer. b) SHELT maysubcontract the execution of the Services or part thereof to a third party. 18.2 Set – Off a) SHELT shall be entitled to set-offany payment due to Customer (if any) with any payment due by Customer to SHELTpursuant to the Service Agreement. SHELT shall send to the Customer a noticefollowing any set-off. b) Customershall not be entitled to set-off any payment due by Customer to SHELT with anypayment due to Customer by SHELT for any reason whatsoever. 18.2 Data Privacy and Regulation ofInvestigatory Powers Customer acknowledges that information that may be processed in thecourse of performing the Services may contain personal information ofindividuals and associated metadata and that the processing of such informationmay therefore involve the processing of personal information. With respect toany and all data, including, but not limited to, third party data, personalinformation and associated metadata that may be obtained by SHELT and/or by aProduct Licensor, as the case may be, pursuant to Customer Customer’s use ofthe Services (collectively, the “Data”), Customer shall take all necessary andappropriate technical and organizational measures to ensure that it, and allits employees and customers, are aware that their personal information may beaccessed, collected, stored and/or processed as part of the Services and thatthey have given their express consent to such processing as well as compliedwith their responsibilities under applicable Data Protection Legislation.Customer understands and agrees that SHELT and/or its subcontractors and/or theProduct Licensor, as the case may be, are not the controller(s) of the Datathat may be processed by SHELT and/or any of its subcontractors and/or theProduct Licensor, as the case may be, and that SHELT would only be performingthe Services on behalf of Customer. 18.3 Amendments a) SHELT reserves the right to modify and change the Terms andConditions, from time to time, in accordance with SHELT’s arrangements with itshardware or software vendors or as it may deem fit and at its sole discretion. b) SHELT will use reasonable efforts tonotify Customer of any material changes to the Terms but it is the sole andexclusive responsibility of the Customer to ensure that it is familiar with themost current version of the Terms. 18.4 Non-Waiver Any failure by any Party to exercise any right under the ServiceAgreement and/or the Terms does not operate as a waiver and the single orpartial exercise of any right by that Party does not preclude any other orfurther exercise of that or any other right by that Party. 18.5 Documentation The Customer expressly acknowledges andagrees to be bound by and execute the content of the Documentation and theTerms and Conditions as may be amended by SHELT at its sole discretion fromtime to time. 18.6 Non-Solicitation During the Term of this Agreement and for a period of twelve (12) monthsfollowing the date of the termination or expiration of the Agreement, Customershall not solicit or induce any employee of SHELT involved in the marketing,promotion, sale or distribution of Services to leave their employment orterminate or breach their contract for services with SHELT as the case may be,and Customer shall not appoint, engage, contract or employ such employee toprovide services to Customer. In the event Customer should breach this Section,Customer agrees to pay SHELT, by way of liquidated damages, a lump sumrepresenting the employee’s annual salary (including benefits) and Customerhereby agrees that such sum is a genuine and reasonable estimate of SHELT’sloss.
ACCEPTANCE By using all or any portion of the Software License or commissioning anyof the Services, You accept all terms and conditions of these Software Terms(“Software Terms”). Any use of the Software and/or Services will constituteyour assent to these Software Terms.
SCOPE Company andSHELT authorize the grant of the Software License described in these SoftwareTerms to you who subscribed for the use of the Software and/or to commissionthe Services (including, Managed Solution) from the service provider.
ENFORCEABILITY You agreethat these Software Terms are enforceable like any written negotiated agreementsigned by You. If You do not agree, for not subscribe to and use the Softwareor Services.
DEFINITIONS “Documentation”means the applicable manuals, training material and any other documentationprovided by Company under any format in connection with the Software andunderlying licenses, Services and deliverables. Reference to the “Software” in these Terms shall bedeemed to include the Documentation. “Intellectual Property Rights” means patents, trademarks, service marks,trade and service names, industrial designs, copyrights, database rights anddesign rights (whether or not any of them are registered and includingapplication for registration of any of them), rights in know-how, inventions,technologies, moral rights, trade secrets and all rights or forms of protectionof a similar nature or having similar or equivalent effect to any of them whichmay subsist anywhere in the world. Intellectual Property Rights shall includeany improvement, modification, development, addition or other change to theproperty that is the subject of the Intellectual Property Right even after theexpiry or termination of these Software Terms. “Company” means the vendor of the Software License. “Services” means those Company hostedservices, installation services, integration services, operation, maintenanceservices, managed services, managed solution, professional services or otherservices, which you commission. “Software” means the software tool providing for a cyber threatintelligence 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 furthercommission Services associated thereto in the ordinary course of business. “Software Tools” means any tools,devices or hardware purchased along the Software License for your use of theSoftware and any related Service. Reference to the “Software” in these SoftwareTerms shall be deemed to include the Software Tools.
“Upgrade” means a standard release of the Software and Documentation providingupgrades, updates or enhancements to the Software’s functionality andpotentially some fixes to problems. Reference to the “Software” in theseSoftware Terms shall be deemed to include any Upgrade from time to time."Use" or
"Using" means to access, install, use or otherwise benefit from usingthe functionality of the Software in accordance with the Documentation.
“We”, “Us” or “Our” means Company and/or SHELT (as applicable).
“You” or “Yours” means you which have subscribed for a Software License and/orService. As long as You comply with these Software Terms, You will be granted,a non-exclusive, non-transferable, non- sublicensable, and revocable license toUse the Software for Your sole and internal use during the Subscription Term atthe intended capacity levels and at locations within the Territory. The licenseherein granted may be subject to further restriction as shall be communicatedto You from time to time.
ALL RIGHTS RESERVED Except for the limited license rights granted in these Terms, Companyreserves all rights in the Software and Documentation and any modificationsthereto, including title, ownership rights, intellectual property rights andany other rights and interests.
SOFTWARE The Softwarecomponents, features and functions including all Software Tools offered to Youshall be described once Your order is placed. Company has retained the sole andexclusive right to upgrade, modify or create new version of the Software fromtime to time - and upon notice to You, You shall no longer use the outdatedversion.
SOFTWARE TOOLS The risk ofloss of any Software Tool(s) commissioned is passed at shipping point, whilethe title shall only pass upon receipt of payment by SHELT. You will beresponsible for the installation of the Software Tools and You shall notifySHELT in case of any change of location of the Software Tools. You acknowledgeand agree that the Software Tools shall not be subject to any resale and theSoftware Tools are provided on “as is” basis without warranties of any kind,either express or implied.
LICENSE EXCLUSIONS Other than as authorized herein, during the Subscription Term and afterits expiry or termination for any reason, You shall ensure not to do any of thefollowing acts, under any circumstance without the prior written consent ofCompany: - reproduce,disseminate, publish, grant a license to or otherwise use the Software, theDocumentation or to the Services or any part thereof, other than as permittedby these Terms; - allowthird parties or develop methods to allow third parties to access or use theSoftware, other than as provided for herein, or access or use the Software onbehalf of any third party without obtaining valid authorization from such thirdparty; - decompile,disassemble or reverse engineer the Software, in whole or in part, and/orattempt to obtain any source code of the Software and/or carry out any actionto the detriment of Company’s or any of its’ rights; - copy, disclose, reproduce, publish,modify, alter, add to, translate or otherwise create derivative works of theDocumentation or the Software or any of its underlying features; - reject, avoid, elude, remove,deactivate, or evade, in any way, any protection mechanism of the Software,including without limitation any mechanism used to restrict or control of theSoftware functions; - interferewith or disrupt the integrity or performance of the Software or probe, scan ortest 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 anyDocumentation; - use theSoftware to store or transmit any viruses or other code designed to permitunauthorized access to disable, erase or otherwise harm software, hardware ordata, or to perform any other harmful actions; - develop any solution, software system, line of service or module thatincorporates or otherwise uses elements of the Software or that performsfunctions similar to the Software or otherwise to build any competitiveSoftware; - violateany obligations with regard to Company’s Confidential Information (as definedbelow); - permit orencourage any third party to do any of the foregoing; or otherwise, to pursueany act or omission in violation of the rights and licenses here granted, ofthese Service Terms, or in any way not authorized herein or any illegal way inviolation of any law or regulation or third-party property or personal rights.
SOFTWARE IDENTIFICATION You will not remove any identification mark, logo, name, copyright,trademark or other proprietary rights notices from the Software orDocumentation.
SUBSCRIPTION TERM The license granted to You pursuant to these Terms shall remain validfor the subscription term indicated in any sale order entered into by you andSHELT and/or Company, as applicable.
TERMINATION OF SOFTWARE LICENSE SHELT and/or Company may terminate the Software license granted herein,and exercise all available rights by giving written notice, effectiveimmediately, if, within ten (10) days of your receipt of a written request tocure, you have not cured all breaches of license limitations or restrictions,or otherwise at SHELT and/or Company’s convenience. Upon such termination, youwill immediately pay all outstanding license fees and services fees, cease useof the Software, return or delete, at SHELT and/or Company’s request, allcopies of the Software and Confidential Information (defined below) in yourpossession and certify compliance with all of the obligations in this paragraphto Company in writing.
YOUR DUTIES You shall: (i) at Your sole expense, engage andmaintain experienced and trained personnel as are necessary to enable You topromptly and satisfactorily Use the Software, as well as to ensure that theSoftware is Used in a proper manner; (ii) a reasonable level of responsiveness to requirements andcommunications; (iii) timelytransmittal and release of appropriate and accurate documentation andinformation; (iv) Use theSoftware and Documentation and all other materials provided hereunder only inaccordance with the terms of these Terms; and (v) remain responsible for installing, operating and maintaining itsnetwork coverage, set of connection and any other communication or IT tool inproper condition and shall ensure at all time that all the network systemneeded for the Software is operational and functions properly.
YOUR WARRANTIES Yourepresent and warrant that during the Subscription Term (i) You will not make any materialmisrepresentation to third parties regarding the Software or Services provided; (ii) You will notmake any representation that You are the originator of the Software; (iii) You will not build a competitivesoftware, product or service, or copy any features or functions of theSoftware; (iv) Youwill not disclose to any third party or publish in any media any performanceinformation or analysis relating to the Software; (v) You will maintain all copyright,trademark and proprietary notices on the Software and any permitted copythereof; and (vi) Youwill comply at all times with export control laws and regulations of anycountry in which they conduct business (including those of the United States)and various economic sanctions, regulation and guidelines of the US Office ofForeign Assets Control (OFAC) among others, and further certify that You (a) are not a Person described ordesignated in the Specially Designated Nationals and Blocked Persons List ofOFAC; (b) do not engagein any prohibited dealings or transactions with any such Person; and (c) do not engage in any dealings ortransactions which would cause Company to be in violation of any economicsanctions regulations and guidelines of OFAC, and other sanctions programs ofother countries as well as of those of the United Nations and the EuropeanUnion.
DISCLAIMER The Softwareand underlying licenses (including Software Tools and Documentation) and anyselected Service are provided “as is”, and Company and the service providerdisclaim any and all representations or warranties (express or implied, oral orwritten) with respect to the Software and underlying licenses and any Service,whether alleged to arise by operation of law, by reason of custom or usage inthe trade, by course of dealing or otherwise, including all warranties so as toits use, performance and reliability and all warranties of merchantability,fitness or suitability for any purpose (whether or not such party knows, hasreason to know, has been advised, or is otherwise aware of any such purpose),non-infringement or condition of title. Company and SHELT cannot and does notwarrant the results that may be obtained by the use of the Software and/or theServices or that the Software and Services will meet expectations of its usersor 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 by applicable law, You assume all risk as to theresults of performance of the Software and Services and Company and the serviceprovider shall have no liability to You or any other person or entity for anydowntime, or failures of the Software or Services, or for any direct, indirect,incidental, special, or consequential damages whatsoever, including, but notlimited to, loss of revenue or profit, lost or damaged data, loss of programsor information or other intangible loss arising out of the use of or theinability to use the Software or the Services, or other commercial or economicloss, however caused and regardless of the theory of liability (contract, tortor otherwise), even if advised of the possibility of such damages, or that suchdamages are foreseeable. Notwithstanding the foregoing, the aggregate liabilityof Company and the service provider under or in connection with these Termsshall be limited to the total amount of fees paid by You in the (6) monthspreceding the incident.
INDEMNIFICATION You, and atyour sole expense, will defend Company and SHELT and their directors, officers,employees contractors, agents or other authorized representatives(“Indemnitees”) from and against any and all claims, damages, losses, suits,actions or proceedings (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,the use of the Software, and Services and any act or omission in violation ofthese Service Terms or any third party right. Notwithstanding anythingmentioned to the contrary herein, Company and SHELT will have no obligation forany claim made as result from (i) unauthorized modifications or alterations ofthe 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) unauthorizedaccess or use to the Software; (vi) any act or omission of Company’sdistributors and/or SHELT; (vii) provision of Services by a Company’s serviceprovider; or (viii) any other fraudulent or negligent conduct in relation tothese Service Terms.
AUDIT At SHELTand/or Company’s request, SHELT and/or Company (as applicable) will have theright to inspect and audit your compliance with the Service Terms during normalbusiness hours. You will cooperate with the audit and will grant assistance andaccess to applicable records, materials, equipment and personnel. If an auditreveals that You processes or at any time possessed unlicensed copies of theSoftware or use of the Software beyond the license features or capacityrestrictions, You will pay Company the applicable license fees immediately uponrequest.
PUBLICITY; NO-DISPARAGEMENT; INTELLECTUAL PROPERTY You shall not cause or permit torelease, directly or indirectly, any information regarding any aspect of theseTerms and related engagement in any advertisement, press release, mediarelease, 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 SubscriptionTerm, and thereafter, through any medium, either orally or in writing,including, but not limited to, electronic mail, television or radio, computernetworks 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 therecipient of a communication to question the business condition, integrity,competence, good character, professionalism, or product/service quality ofCompany, its related entities, partners, agents, officers, directors,employees, successors, and assigns. You acknowledge that Company reserves allright, title and interest in the Software and underlying licenses, in theServices and any all Intellectual Property Rights embodied therein will remainthe exclusive property of Company and its licensor(s) (as applicable). Nothingin these Terms shall operate to transfer any such Intellectual Property Rightsto You, who shall not challenge Company’s rights in the Software and underlyinglicenses nor the validity of such intellectual property (whether registered ornot), and any applications, registrations, assignments thereof and Youundertake to refrain from making any claim or acquiring any right, title and/orinterest in such Intellectual Property Rights.
GOVERNING LAW AND DISPUTE RESOLUTION These Software Terms will be governed by and interpreted in accordancewith the laws of France, without giving effect to the principles of conflictsof law of such country. The parties will attempt in good faith to resolvethrough negotiations any dispute, controversy, claim or disagreement betweenthem, arising directly or indirectly out of these Terms. Any dispute which hasnot been resolved through negotiation within fifteen (15) days after emergenceof such dispute, shall be subjected to the jurisdiction of the French courtsystem.
GENERALFurther Acts; Cooperation. You agree to immediately perform any further acts and to promptlyexecute and deliver any further documents and take such additional actions asmay be reasonably necessary to effectively perform Your obligations under theseTerms. You shall fully cooperate with Company with respect to these Terms,including any audit or inspection undertaken by SHELT and/or Company.
Record Keeping. You willkeep all proper books, records and accounts relating to the Use of the Softwareand Services and will retain such records for a period of (5) years after thedate of termination or expiry of the Subscription Term.
Protection of Confidential Software and Documentation. You acknowledge that the Software andDocumentation are regarded as confidential by Company (“ConfidentialInformation”) and You agree at all times to protect and preserve in strictconfidence the Software and the Documentation. You agree not to permit orauthorize access to, or disclosure of the Software and Documentation to anyperson or entity other than your employees who have agreed in writing to bebound by these Terms and have a need to access the Software and Documentationfor your benefit.
Assignment. TheseSoftware Terms nor any rights granted hereby may be assigned in whole or inpart by You voluntarily or by operation of law without Company’s prior writtenconsent.
No Waiver. No waiver ofany term or right in these Terms shall be effective unless in writing, signedby an authorized representative of Company. The failure of Company or theservice provider to enforce any provision of these Terms shall not be construedas a waiver or modification of such provision, or impairment of its right toenforce such provision or any other provision of these Terms thereafter.
Severability. If anyprovision of these Software Terms shall for any reason be held illegal orunenforceable, such provision shall be deemed separable from the remainingprovisions of these Software Terms and shall in no way affect or impair thevalidity or enforceability of the remaining provisions of these Software Terms,unless removal of the invalidated provision renders another provisionimpossible to perform or inconsistent with the intent of Company.
Modification. Companyreserves the right to modify these Software Terms at its sole discretion. Anotice of such modification shall be sent to You in due course.
Survival. Each termand provision of these Software Terms that should by its sense and contextsurvive any termination or expiration of these Software Terms, shall sosurvive.
Entire Agreement. These Terms, any attachments attached hereto and any document orinstrument derived or referenced herein, constitute the entire agreementbetween the parties with respect to the subject matter hereof and supersedesany prior agreement or communications between the parties, whether written,oral, electronic or otherwise.
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