As of November 6, 2018
THREATPIPES SOFTWARE END USER LICENSE AGREEMENT
IMPORTANT – READ CAREFULLY: PLEASE READ THE TERMS AND CONDITIONS OF THIS SOFTWARE END USER LICENSE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE DOWNLOADING, INSTALLING, COPYING OR USING THE THREATPIPES SOFTWARE AND RELATED DOCUMENTATION (“SOFTWARE”) OFFERED TO YOU BY THREATPIPES INCORPORATED (“THREATPIPES”). BY CLICKING THE “I ACCEPT” BUTTON DURING THE ORDERING PROCESS, OR IF YOU OTHERWISE DOWNLOAD, INSTALL, COPY OR USE THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS IN THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE “YOU” OR “YOUR” REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY OR IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND YOU MAY NOT DOWNLOAD, INSTALL, COPY OR USE THE SOFTWARE.
License Grant and Restrictions. Subject to your compliance with the terms and conditions of this Agreement, ThreatPipes hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to use the Software solely for the purpose of exchanging information internally about actual or potential network intruders or intrusions to your network infrastructure and assisting you in the defense thereof. You may install and use one copy of the Software on a single computer or terminal. You may not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit the Software, or use the Software to provide services, directly or indirectly, to any third party; (ii) modify, adapt, copy, create derivative works based on the Software; (iii) decompile, reverse engineer or otherwise gain access to any source code for the Software; (iv) remove or otherwise alter any proprietary notices or labels or markings on the Software or any portion thereof, or place any labels or markings on the Software or literature related to the foregoing that might be interpreted as a claim of ownership by you.
ThreatPipes Rights. You acknowledge and agree that the Software is the sole property of ThreatPipes and its licensors, protected by intellectual property laws, and is licensed on a "right to use" basis. You further acknowledge and agree that all rights, title and interest in and to the Software are and shall remain with ThreatPipes and its licensors and that you shall not assert any such right, license or interest in the Software or any related know-how, ideas or programs. This Agreement does not convey to you an interest in or to the Software, but only a limited "right to use" that is revocable in accordance with the terms of this Agreement.
Confidentiality. ThreatPipes considers the Software to be its confidential information and to contain valuable trade secrets of ThreatPipes and its licensors, the unauthorised disclosure of which could cause irreparable harm to ThreatPipes and its licensors. Except as expressly set forth herein, you shall not disclose the Software to any third party and shall not use the Software other than for the purpose authorised by this Agreement. This confidentiality obligation shall survive any termination of this Agreement.
Threat Data. You acknowledge and agree that ThreatPipes has no liability or responsibility, whatsoever, with respect to all data that you receive, acquire or gain access to through the use of the Software (“Threat Data”). Additionally, you acknowledge and agree that you have all necessary rights to acquire and access such Threat Data, including the transmission and reproduction thereof on or through the use of the Software.
Usage Data. You acknowledge and agree that ThreatPipes may collect and use technical, usage and other statistical data pertaining to your use of the Software, including information about the devices and system on which the Software resides. ThreatPipes may use this information internally to improve the Software, its products and services and for calculating benchmarks and other analyses.
Support and Disclaimer of Warranties. ThreatPipes has no obligation to support the Software, and nothing in this Agreement shall be construed to impose such an obligation. Notwithstanding the previous sentence, ThreatPipes, may at its sole discretion, publish or otherwise make available, enhancements, fixes, upgrades, updates or other revisions to the Software, and may make your continued use of the Software, subject to your installation thereof. THE SOFTWARE IS PROVIDED “AS IS” WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING (WITHOUT LIMITATION) THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU ACKNOWLEDGE AND AGREE THAT (I) THREATPIPES DOES NOT WARRANT THAT YOUR USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ANY DEFECTS IN THE SOFTWARE WILL BE CORRECTED, AND (II) THREATPIPES DOES NOT GUARANTEE OR WARRANT THAT THE USE OF THE SOFTWARE WILL FIND, LOCATE OR DISCOVER ALL SYSTEM THREATS, VULNERABILITIES, MALWARE, AND MALICIOUS CODE, AND WILL NOT HOLD THREATPIPES RESPONSIBLE THEREFOR.
Indemnity. You shall indemnify, defend and hold ThreatPipes and its licensors, and their directors, officers, employees and agents (“ThreatPipes Indemnitees”) harmless (including reasonable attorney and expert witness fees and costs) from any claim brought against ThreatPipes or its licensors in connection with your use of the Software or Threat Data. In the event any claim is brought against any ThreatPipes Indemnitee, ThreatPipes will provide you with reasonable notice of such claim (provided that any failure or delay in ThreatPipes providing such notice may excuse you from your indemnification obligation solely if such failure or delay materially prejudices you) and shall provide you with reasonable cooperation at your expense in connection with such claim. You shall control the defense and settlement of such claim so long as you do not enter into a settlement imposing any obligation or liability on ThreatPipes without ThreatPipes prior consent. ThreatPipes reserves the right to participate in the defense through counsel of its choosing but such participation shall not excuse or relieve you of your obligation herein.
LIMITATION OF LIABILITY. THE CUMULATIVE LIABILITY OF THREATPIPES, ITS AFFILIATES, ITS LICENSORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS TO YOUFOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (I) THE FEES PAID BY YOU TO THREATPIPES OR (II) FIFTY DOLLARS UNITED STATES DOLLARS (US$50). TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THREATPIPES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OR LOST PROFITS, EVEN IF THREATPIPES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Export Control; Government Users. You shall not export or re-export the Software, without complying with all United States export laws and regulations, including but not limited to (i) obtaining prior authorisation from the U.S. Department of Commerce if a validated export license is required, and (ii) obtaining "written assurances" from licensees, if required. The Software, including the related documentation, are deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR section 227.7202 and FAR section 12.212, as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the Software or related documentation by the United States Government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by this Agreement.
Term. This Agreement is effective upon your installation of the Software and shall continue until terminated by mutual consent or by either party giving to the other not less than thirty (30) days prior written notice. Upon termination of this Agreement, you must return the Software and all copies thereof and extracts therefrom to ThreatPipes.
Governing Law. This Agreement shall be construed and governed in accordance with the laws of the State of California without regard to its conflicts of laws rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Transactions Act are specifically excluded from application to this Agreement.
Severability. Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such term shall be modified by the court and interpreted so as to best accomplish the objectives of the original term to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
No Waiver. The failure of ThreatPipes to enforce any rights granted hereunder or to take action against you in the event of any breach hereunder shall not be deemed a waiver by ThreatPipes as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
Third Party Materials. You are hereby notified and acknowledge the following: (i) the Software may contain third party software and materials licensed to ThreatPipes by certain licensors ("Licensors") (See Text file); (ii) LICENSORS MAKE NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND LICENSORS AND THEIR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE; (iii) Licensors do not warrant that the third party software and materials will meet your requirements or that the operation of the Software will be uninterrupted or error-free; (iv) Licensors does not guarantee or warrant that the use of the third party software will find, locate or discover all system threats, vulnerabilities, malware, and malicious code; and (v) Licensors are third party beneficiaries of this Agreement will full rights of enforcement.
Remedies. The parties hereto acknowledge that damages may not be an adequate remedy in the event of breach of this Agreement, and accordingly each of the parties hereto, (in addition to any other remedy or remedies they may have), shall be entitled to seek the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Agreement by the other party, and no proof of special damages shall be necessary for the enforcement of this Agreement.
Entire Agreement. This Agreement constitutes the entire agreement between you and ThreatPipes, and supersedes all prior and contemporaneous agreements, proposal or representations, written or oral, concerning its subject matter.