END USER
LICENSE AGREEMENT (“EULA”)
THIS DOCUMENT IS A LEGAL CONTRACT. PLEASE READ IT
CAREFULLY.
These
End User License Agreement Terms (“Terms”) govern your access to
and use of the ShieldiT client-side mobile application software (the “Software”)
provided by Assac Networks (S.Z.) ltd. (“Assac Networks,” “we,”
or “us”), and the ShieldiT cloud-based software-as-a-service
application that we make available through or in connection with the Software
(the “Cloud Application”).
Acceptance
of these Terms
Your
use of and access to the Software and Cloud Application are conditioned on your
compliance with these Terms and all applicable local, state, national, and
international laws, rules, and regulations. By installing the Software or by
using the Software or Cloud Application you are indicating that you understand
and agree to abide by these Terms. If the Software or Cloud Application is to
be used by or on behalf of a company or other organization, the individual
expressing acceptance of these Terms represents and warrants that he or she has
the authority to bind that company or other organization to these Terms, and
“you,” and “your” will refer to that company or other organization. If you do
not accept all of these Terms, then we are unwilling
to license the Software or make the Cloud Application available to you, and you
must delete all copies of the Software without retaining any copies thereof.
2.
Rights to Use the
Software and Cloud Application
Subject
to your compliance with these Terms, we grant you a non-exclusive,
non-transferable license to: (i) install one copy of
the Software on each compatible mobile device for which we have issued you a valid
license key for that Software (each, an “Authorized Device”); and
(ii) to use the Software on each such Authorized Device, and access and use the
Cloud Application in connection with your Authorized Device(s), solely for your
own personal or internal business use during the license period for which we
have issued you the applicable license key(s). The foregoing rights may be
suspended or terminated as set forth in these Terms. For non-evaluation and
other paid licenses, the foregoing rights are also conditioned upon your timely
payment and our receipt of all associated fees (as specified by us at the time
you selected the license) and applicable taxes, if any.
3.
Prohibitions
a. The Software and Cloud Application are intended
to be used only in accordance with Assac Networks' applicable documentation and
only to evaluate, manage, and protect the security of mobile devices and
wireless networks that you own or control. Any other use of the Software or
Cloud Application is strictly prohibited. Prohibited uses include (without
limitation) using the Software or Cloud Application to attack, probe, assess
the security of, or interfere with any third party’s network, device or other
target without that third party’s express, informed authorization. You may not
disclose any vulnerability discovered, reproduced, or confirmed through the use of the Software or Cloud Application except
in accordance with industry accepted vulnerability disclosure practices. You
acknowledge that improper use of the Software or Cloud Application could
significantly harm your network and/or devices, and you assume all risks
associated with your use.
b. You may not, and you agree not to: (i) copy, modify or distribute the Software for any purpose;
(ii) transfer, sublicense, lease, lend, rent or otherwise distribute the
Software or the Cloud Application to any third party; (iii) decompile,
reverse-engineer, disassemble, or create derivative works of the Software or the
Cloud Application; (iv) make the functionality of the Software or the Cloud
Application available to multiple users through any means; (v) use the Software
or Cloud Application in any unlawful manner, for any unlawful purpose, or in
any manner inconsistent with these Terms or our applicable documentation; (vi)
access or use any areas of the Cloud Application for which we have not granted
you authorization, or tamper or interfere with our computer systems or the
technical delivery systems of our providers; (vii) gather or use information,
such as other users’ names, real names, or email addresses, through the Cloud
Application to transmit any unsolicited advertising, junk mail, spam or other
form of solicitation; or (viii) encourage or enable anyone to do any of the
foregoing.
c. You promise to indemnify and hold harmless Assac
Networks and its representatives fully against any claims, liabilities, costs,
expenses, and other harm arising from your unauthorized use of the Software or
Cloud Application or any other violation of these Terms (including any of the
prohibitions stated above). We reserve the right, but have no obligation, to
monitor compliance with the prohibitions set forth above, and we may
investigate and prosecute violations of any of the above and/or involve and
cooperate with law enforcement authorities in prosecuting users who violate
these Terms.
4.
Ownership
Your
rights with respect to the Software and Cloud Application are limited to those
expressly granted in Section 2 above. Assac Networks' suppliers reserve sole
and exclusive ownership of the Software and Cloud Application and all
copyrights, patents, trademarks, and other intellectual property rights
therein. You may not remove, alter, or obscure any copyright, trademark, or
other proprietary rights notices appearing on the Software or Cloud
Application. If you provide us with any suggestions, comments, or other
feedback regarding the Software or Cloud Application (“Feedback”)
you acknowledge that such Feedback will become the exclusive property of Assac
Networks, and we may use (or not use) any such Feedback in any manner and for
any purpose, without compensation to you and without implying or creating any
interest on your part in any of our products or services that may be based on
such Feedback. You hereby irrevocably assign to us all right, title, and
interest in any Feedback you provide.
5.
Modifications
The Cloud Application and
Software may change from time to time (for example, we may push updates to your
Authorized Device, increase or decrease server capacity, or modify our user
interface), and/or we may stop providing the Cloud Application or any of its
features (permanently or temporarily), possibly without prior notice to you. In
the case of paid licenses, however, we will not discontinue the essential
features of the Software or Cloud Application during your paid license period
without offering a reasonable substitute or alternative. We may decide to
charge users a fee for the use of certain features, although if we do, we will
provide you with prior notice before such fees take effect.
6.
Your Account
To access and use certain
features of the Cloud Application, you will need to register and create an
account (“Account”). By creating an Account, you represent that
you are of legal age to form a binding contract and are not a person barred
from receiving services under the laws of the United States of America, Israel,
or any other applicable jurisdiction. When creating an Account, you may be
required to provide certain personal information about yourself and will
establish a username and a password. You agree to provide accurate, current,
and complete information about your Account. We reserve the right to suspend or
terminate your Account if any information provided during the registration
process or thereafter is or becomes inaccurate, false or misleading. You are
responsible for maintaining the confidentiality of your password and Account
and agree to notify us if your password is lost, stolen, or disclosed to an
unauthorized third party, or otherwise may have been compromised. You are
responsible for all activities that occur under your Account.
7.
Data Collection and
Transmission
a.
In
order for the Software and Cloud Application to identify patterns associated
with security attacks and to perform other functions for which they were
designed, they will gather and transmit to our servers certain technical information,
user data, and metadata associated with your Authorized Device(s) and use of
the Software, including device IDs, MAC addresses, user names and email
addresses, IP configurations, stored sessions, open ports, captured
credentials, network metadata, and device operating system, status, version,
and configuration (collectively, “Data”).
b.
You
consent to our collection, transmission, storage, monitoring, copying,
processing, analysis, and use of the Data to administer the Cloud Application,
to develop and improve the Software and Cloud Application and our other
products and services, and to monitor compliance with these Terms. You
acknowledge that this may include transmission of your Data to or from
locations in the United States, Europe, and other countries or jurisdictions,
potentially including those outside of where you reside or use the Software. We
may also disclose Data as needed to cooperate with law enforcement activities
and otherwise to fulfill our legal obligations and protect our legal rights.
You are solely responsible for securing any privacy-related rights and
permissions from your individual users of the Software, consistent with this
Section 7, as may be required by local law or by your organization’s internal
policies.
8.
Contacting You
As
part of making the Cloud Application available to you, we may need to provide
you with certain communications, such as service announcements and
administrative messages. These communications are considered part of the Cloud
Application and your Account, which you may not be able to opt-out from
receiving. To facilitate other communications regarding the Software and Cloud
Application, you are responsible to complete and return to Assac Networks the
Customer Contact and Information Sheet attached hereto, which you shall update
from time to time if the information thereon changes.
9.
Third-Party Software
The
Software and/or Cloud Application may be accompanied by or utilize certain
third-party software components, libraries or applications that are distributed
(with or without modifications) under open-source licensing terms (the “Open-Source
Components”). Your rights with respect to the Open-Source Components
are, to the extent of any conflict with these Terms, governed by and subject to
the terms of the open-source licenses under which they are distributed. You are
responsible for complying with those licenses. Please refer to our website for
more specific information regarding the Open-Source Components that we
redistribute and the licenses that apply to them. You may not assume or infer
that we endorse,
or
that we have reviewed, verified, or authenticated, any Open-Source Components
or other third-party software that may be furnished with, available through, or
used in connection with the Software or Cloud Application. Open-Source
Components and any other third-party software, and the information or results
provided by them, may be unreliable, inaccurate, incomplete, delayed, or
otherwise defective. We make no representations, warranties, or guarantees in
connection with any third-party software or the information or results provided
by it. You acknowledge sole responsibility for and assume all risk arising from
your use of or reliance on any third-party software.
10.
Verification and Audit
We may
(but are not required to) monitor the use of the Software and Cloud
Application, including by tracking the device IDs and license keys associated
with the Authorized Devices on which the Software is used, for purposes of
verifying compliance with these Terms. In addition, you agree to track and keep
records of the individual users and Authorized Device(s) using the Software and
promptly notify us if you learn of any unlicensed use. At our written request,
you will provide us with a certification signed by an officer of the
organization, verifying that the Software and Cloud Application are being used
in compliance with these Terms. We may, at any time during the term of your
license or for one year thereafter, upon reasonable written notice, audit your
use of the Software. We may use a third-party organization to assist us in
conducting such an audit. You agree to cooperate with us in such audit and will
promptly make available to us all information, equipment and materials
reasonably required by us to conduct such an audit. If an audit reveals that
you have underpaid any license or service fees for the period audited, you
agree to promptly pay us for such underpaid fees based on our price list in
effect at the time the audit is completed. If the underpaid fees exceed five
percent (5%) of the fees you paid for the relevant period, then you also agree
to pay our reasonable costs of conducting the audit.
11.
Termination
Your
rights under these Terms will expire at the end of the period(s) for which you
have acquired a valid license key from us for the Software. The Software may
cease to function once the license key has expired. Any license renewals or
extensions will be subject to availability and your payment of all applicable
fees as then in effect. We have no obligation to offer license renewals or
extensions, and we may condition renewals upon your acceptance of revised or
new terms and conditions. Your rights under these Terms will automatically
terminate, and we may suspend or terminate your Account and your use of the
Software and Cloud Application, immediately and without notice if you breach
any of these Terms. In addition, we may suspend your Account and your use of
the Software and Cloud Application as we deem appropriate to prevent,
investigate, or otherwise address any suspected misuse of the
Software or Cloud Application. Upon expiration or termination of these Terms or
your Account, you agree to promptly and permanently delete all copies of the
Software that are on the Authorized Device(s) or otherwise in your possession
or control. The provisions of Sections 3, 4, 10, and 12 through 17 will survive
any expiration or termination of these Terms.
12.
Disclaimers
a.
You
understand and agree that the Software and the Cloud Application are provided
to you “AS IS” and on an “AS AVAILABLE” basis. TO THE FULLEST EXTENT
PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL WARRANTIES, WHETHER
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR
NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE
OF TRADE. We make no warranty that the Software or the Cloud Application will
meet your requirements, will detect or prevent all security threats or
vulnerabilities, or be available on an uninterrupted, secure, or error-free
basis.
b.
Some
states or jurisdictions do not allow the exclusion of express or implied warranties
in certain circumstances, so the above disclaimer may not apply to you. IN THAT
EVENT, SUCH EXPRESS OR IMPLIED WARRANTIES SHALL BE LIMITED IN DURATION TO THE
MINIMUM PERIOD REQUIRED BY THE APPLICABLE LAW.
13.
Limitation of Liability
a.
OUR
TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF
LIABILITY WILL NOT EXCEED THE AMOUNT OF FEES YOU PAID US FOR THE SOFTWARE
LICENSE. IF YOU HAVE AN EVALUATION OR OTHER NON-PAID LICENSE, WE WILL HAVE NO
LIABILITY TO YOU WHATSOEVER; PROVIDED, HOWEVER, THAT WHERE LEGAL LIABILITY
CANNOT BE EXCLUDED, BUT MAY BE LIMITED, OUR TOTAL LIABILITY SHALL INSTEAD BE
LIMITED TO THE SUM OF FIFTY U.S. DOLLARS ($50) PER LICENSE.
b.
WE
WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL
OR PUNITIVE DAMAGES, OR FOR COSTS OF SUBSTITUTE GOODS OR SERVICES, OR FOR LOSS
OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING IN ANY WAY
OUT OF THESE TERMS OR RESULTING FROM YOUR ACCESS TO, USE OF, OR INABILITY TO
ACCESS OR USE THE SOFTWARE AND/OR CLOUD APPLICATION, WHETHER BASED ON
WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY
OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED
OF ITS ESSENTIAL PURPOSE.
c. You
acknowledge that it is your responsibility to implement back-up plans and
other safeguards appropriate for the value of the networks, devices, data, and
systems with which you use the Software and Cloud Application and, accordingly,
that the foregoing exclusions and limitations of damages and liability are
reasonable. The allocation of risk described in this Section 13 is an essential
basis of the bargain between you and us, and without it, the fees charged for
the Software and Cloud Application would be significantly higher. To the
extent, if any, that applicable local laws prohibit the exclusion or limitation
of certain liabilities or damages, the provisions of this Section 13 will apply
only to the maximum extent permitted by such laws.
14.
Maintenance and Support
We
have no software maintenance or technical support obligations under these
Terms. We may from time to time offer maintenance and support services or other
add-on services for the Software or Cloud Application for you to purchase. Any
add-on services will be subject to such separate fees and contract terms and
conditions as we may specify when offering those services.
15.
Export Control
You
agree to comply fully with all relevant export laws and regulations of Israel
and the United States and other applicable jurisdictions to ensure that neither
the Software nor Cloud Application, nor any direct product thereof, are: (i) downloaded or otherwise exported or re-exported directly
or indirectly in violation of such export laws and regulations; or (ii) used
for any purposes prohibited by the such export laws and regulations, including
but not limited to nuclear, chemical, or biological weapons proliferation.
16.
U.S. Government End
Users
The
Software and Cloud Application consist of “commercial items,” “commercial
computer software” and “commercial computer software documentation,” as those
terms are used in FAR Subpart 12.2, DFARS 227.7202 and other government
acquisition regulations, as applicable. Any use, duplication, or disclosure of
the Software or Cloud Application by the U.S. government is permitted solely as
expressly provided in Section 2 above and is subject to restrictions as set
forth in these Terms.
17.
General
These
Terms will be governed by and construed in accordance with the laws of the
State of California, without regard to or application of conflict of laws rules
or principles. The parties to these Terms irrevocably consent to the
jurisdiction of, and venue in, the state or federal courts located in the State
of California for any disputes arising under these Terms. Our failure to
enforce any right or provision of these Terms will not be deemed a waiver of
such right or provision. In the event that any provision
of these Terms is held to be invalid or unenforceable, the remaining provisions
of these Terms will remain in full force and effect. You may not assign, delegate,
or transfer these Terms or any of your rights or obligations hereunder without
our prior written consent, and any attempt to do so will be void. We may assign
these Terms without your consent. These Terms constitute the entire agreement
between you and us regarding the Software and Cloud Application, and they
supersede and replace any prior agreements and understandings between you and
us regarding the Software or Cloud Application.