END-USER LICENSE AGREEMENT
IF YOU ARE ENTERING INTO THIS END-USER LICENSE AGREEMENT (“EULA”) ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS EULA, DO NOT INSTALL OR USE THE SOFTWARE, AND YOU MUST NOT ACCEPT THIS EULA.
This EULA is a legal agreement between you and InfoSec Global Inc. (the “Company”).This EULA governs your licensed use of the Company’s AgileSec Analytics software (“Software”) directly from the Company or indirectly through an authorized reseller or distributor.
Please read this EULA carefully before completing the installation process and using the Software. This EULA provides a license to use the Software and contains warranty information and liability disclaimers. If you register for an evaluation trial of the Software, this EULA will also govern that trial. By clicking "accept" or installing and/or using the Software, you are confirming your acceptance of the Software and agreeing to become bound by the terms of this EULA. This EULA shall apply only to the Software supplied by Company herewith regardless of whether other software is referred to or described herein. The terms of this EULA also apply to any updates, upgrades, supplements, Internet-based services, and support services for the Software provided by Company, unless other terms accompany those items on delivery in which case those additional terms apply in addition to the terms herein.
1. License Grant
A. Company hereby grants you a personal, non-transferable, non-exclusive license to use the Software on your Devices (as defined herein) in accordance with the terms of this EULA for your internal business purposes. The Software is licensed to you, not sold. The use of the Software depends on the licenses purchased (e.g. console, host and agent). The license of the Software requires purchase of a console license and applicable host and agent licenses and entitlements. You are permitted to load the Software on a set of devices (for example a personal computer, laptop, or server, each a “Device” and collectively, “Devices”) under your control in accordance with the documentation and your product entitlement as specified in a confirmation notice issued by Company confirming the Software and related support purchased by you (the “Grant Letter”). The total number of Devices on which the Software is installed may not exceed your product entitlement. You are responsible for ensuring your Devices meet the minimum technical requirements of the Software.
B. You are not permitted to:
i. Edit, alter, modify, adapt, translate or otherwise change in whole or any part of the Software nor permit the whole or any part of the Software to be combined with or become incorporated in any other software, nor decompile, disassemble or reverse engineer the Software or attempt to do any such things;
ii. Reproduce, copy, distribute, resell, lend or lease the Software;
iii. Allow any third party to use the Software or use the Software on behalf of or for the benefit of any third party; however, you may use the Software on behalf of or for the benefit of a third party if you have purchased the commercial assessment license as specified in the Grant Letter and in accordance with your product entitlement;
iv. Use the Software in any way which breaches any applicable local, national or international law; or
v. Use the Software for any purpose that Company considers a breach of this EULA.
2. Intellectual Property and Ownership
A. Company shall at all times retain ownership of the Software as originally downloaded by you and all subsequent downloads of the Software by you. The Software (and the copyright, and other intellectual property rights of whatever nature in the Software, including any modifications, updates and upgrades made thereto) are and shall remain the property of Company. Company reserves the right to grant licenses to use the Software to third parties.
3. Limited Warranty and Disclaimer
A. Company warrants that the Software licensed hereunder will perform substantially in accordance with the documentation accompanying it upon your receipt of the Software. In case the Software does not perform substantially in accordance with its documentation upon your receipt of the Software, your exclusive remedy and Company’s entire obligation and liability is that Company (i) will repair or replace the Software or (ii) if such repair or replacement is commercially unreasonable in Company’s opinion, to refund the license fee paid by you to Company for licensing the Software.
B. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, THE SOFTWARE AND ANY RELATED DOCUMENTATION IS PROVIDED TO YOU “AS-IS” WITHOUT ANY ADDITIONAL WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. COMPANY DOES NOT WARRANT, REPRESENT OR GUARANTEE THAT THE OPERATION OF THE SOFTWARE WILL BE FAILSAFE, UNINTERRUPTED, OR FREE FROM ERRORS OR DEFECTS OR THAT THE SOFTWARE WILL DETECT AND PROTECT AGAINST ALL POSSIBLE THREATS OR VULNERABILITIES. TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS EULA SHALL BE LIMITED TO GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE LICENSE OR FIFTY (50) CANADIAN DOLLARS OR ITS EQUIVALENT IN LOCAL CURRENCY IN TOTAL. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
C. THE SOFTWARE SHOULD NOT BE USED IN A HIGH RISK SYSTEM. The Software may fail and is not designed, developed, tested or intended to be reliable in the context of High Risk Systems. WITHOUT LIMITING ANYTHING ELSE, COMPANY HAS NO RESPONSIBILITY FOR, AND YOU WILL INDEMNIFY AND HOLD COMPANY HARMLESS FROM ALL CLAIMS AND PROCEEDINGS ALLEGING OR SEEKING ANY LIABILITY, LOSS, COST, DAMAGE OR EXPENSES (INCLUDING ATTORNEY FEES) ARISING FROM OR IN CONJUNCTION WITH YOUR USE OF THE SOFTWARE IN A HIGH RISK SYSTEM. “High Risk System” means a device or system that requires extra safety functionalities such as fail-safe or fault-tolerant performance features to maintain a safe state where it is reasonably foreseeable that failure of the device or system could lead to death, personal injury or catastrophic property damage.
4. Evaluation Software
If the Software has been provided to you on an evaluation basis ("Evaluation Software"), then the provisions of this section apply in addition to the other terms of this EULA and any applicable evaluation agreement. Where there is conflict between the terms in this section and other terms of this EULA, the terms in this section shall supersede any other conflicting term of this EULA. Where there is conflict between the terms of this EULA and the terms of an applicable evaluation agreement, then the terms of the evaluation agreement shall supersede any conflicting term of this EULA. Your personal, non-transferable, non-exclusive limited license to use the Software, for internal evaluation purposes only, is limited to sixty (60) days (the "Evaluation Period") unless otherwise agreed to in writing by Company. Upon expiry of the Evaluation Period, your license to the Evaluation Software is terminated. The Software may contain errors or other problems that could cause system or other failures and data loss. Consequently, Software provided to you for evaluation is provided to you “AS IS” and Company disclaims any warranty or liability obligations to you of any kind. Support and maintenance is not available for Software provided to you on an evaluation basis. Any information about the Evaluation Software gathered from its use shall be used solely for evaluation purposes and shall not be provided to any third parties. If you fail to discontinue access and use of the Software and fail to remove it from all your Devices after the Evaluation Period has expired, Company may, at its discretion, invoice you in an amount equal to the license price charged to its other customers for the Software and you shall be required to pay such invoice upon receipt. WHERE LEGAL LIABILITY CANNOT BE EXCLUDED, BUT MAY BE LIMITED, COMPANY’S LIABILITY UNDER THIS EULA RELATED TO EVALUATION SOFTWARE, OR IN CONNECTION WITH EVALUATION SOFTWARE, SHALL BE LIMITED TO THE SUM OF FIFTY (50) CANADIAN DOLLARS OR THE EQUIVALENT IN LOCAL CURRENCY IN TOTAL.
5. Termination
A. This EULA is effective from the date you receive the Software and shall continue until terminated or upon expiry of your license. You may terminate it at any time upon written notice to Company. It will also terminate immediately if you fail to comply with any term of this EULA. Upon termination or expiry, the licenses granted by this EULA will immediately terminate and you agree to stop all access and use of the Software and to remove the Software from all of your Devices. The provisions in this EULA that by their nature continue and survive will survive any termination of this EULA.
6. Export Controls
A. You acknowledge that the Software is subject to Canadian, U.S. and when applicable, European Union export regulations as it may contain cryptographic technologies. You shall comply with applicable export and import laws and regulations for the jurisdiction in which the Software will be imported and/or exported. You shall not export the Software to any individual, entity or country prohibited by applicable law or regulation. You are responsible, at your own expense, for any local government permits, licenses or approvals required for importing and/or exporting the Software. If Company receives notice that you are or you become identified as a sanctioned or restricted party under applicable law or are using the Software for prohibited purposes, then Company shall immediately terminate your license and Company will not be obligated to perform any of its obligations under this license.
7. Governing Law
A. This EULA, and any dispute arising out of or in connection with this EULA, shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. You hereby agree to commence any litigation, which may arise hereunder, in the judicial courts located in the Judicial District of York, Province of Ontario. Should you have any questions concerning this EULA, please contact info@infosecglobal.com.
