PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SOFTWARE.
BY USING THE SOFTWARE OR CLICKING AGREE CUSTOMER IS AGREEING TO BE BOUND BY THE AGREEMENT. IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF OR FOR THE BENEFIT OF YOUR EMPLOYER OR A THIRD PARTY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON YOUR EMPLOYER’S OR THAT THIRD PARTY’S BEHALF.
This agreement is between 5nine Software Inc., a Delaware corporation (5nine) and you, the customer entering into this agreement (Customer). The 5nine software, modifications, enhancements, documentation and license keys provided to Customer (Software) are licensed and are not sold.
1. SCOPE. This agreement describes the licensing of the Software and support provided to Customer under an order.
2. TRIAL AND NFR. If Customer has acquired a trial or not-for-resale license, Customer is only granted a 14 day non-exclusive trial license, or time limited not for resale license, to operate the software for evaluation purposes and not for commercial purposes. This Software is provided AS IS and with all faults.
3. NO CHARGE LICENSE (Feature Limited). If Customer has acquired a feature limited no charge license, Customer is only granted a revocable non-exclusive license to operate the Software on 1 computer, until such license cancelled by 5nine at any time. The Software is provided AS IS, with no warranty during this time period. Customer may not acquire or use more than 1 ‘No Charge License’ to the Software, unless it obtains 5nine’s prior written consent. This Software is provided AS IS and with all faults.
4. BETA LICENSE. If Customer has acquired a beta version of the Software, Customer is only granted a revocable term based non-exclusive license to operate the Software on 1 computer for beta testing purposes and not for any commercial or production purposes, until such license is cancelled by 5nine at any time as part of its Beta Program or earlier upon the general availability of the Software. 5nine does not guaranty that a generally available version will be released or that all features will become generally available. You must obtain prior consent in writing from 5nine before providing or sharing any information publicly regarding use of the beta Software. This Software is provided AS IS and with all faults.
5. FEE LICENSE. Subject to the other terms of this agreement, 5nine grants Customer, under an order, a term based non-exclusive, nontransferable license up to the license capacity purchased to: a. Use and reproduce the Software only in Customer’s internal business operations, and b. Make one copy of the Software for archival and backup purposes.
6. RESTRICTIONS. Customer may not: a. Transfer, assign, sublicense, rent, create derivative works of the Software, or use it in any type of service provider environment; b. Reverse engineer, decompile, disassemble, or translate the Software; or c. Evaluate the Software for the purpose of competing with 5nine or operate the Software other than in accordance with its technical documentation.
7. PAYMENT. Customer will pay all fees within 30 days of an invoice, plus applicable sales, use and other similar taxes.
8. PROPRIETARY RIGHTS. The Software, workflow processes, user interface, designs, and other technologies provided by 5nine as part of the Software are the proprietary property of 5nine and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with 5nine and its licensors. The Software is protected by applicable copyright and other intellectual property laws. Customer may not remove any product identification, copyright, trademark or other notice from the Software. 5nine reserves all rights not expressly granted.
9. WARRANTY. For new license purchases, 5nine warrants that the Software will perform in substantial accordance with its accompanying product documentation for a period of 30 days from the date of the order. This warranty will not apply to any problems caused by software not licensed to Customer by 5nine, use other than in accordance with the technical documentation, or misuse of the Software. The warranty only covers problems reported to 5nine during the warranty period or 30 days after. Customer will cooperate with 5nine in resolving any warranty claim. 5nine will use commercially reasonable efforts to remedy covered warranty claims within a reasonable period of time or replace the Software, or if 5nine cannot do so it will refund to Customer the license fee paid. THIS REMEDY IS CUSTOMER’S EXCLUSIVE REMEDY, AND 5NINE’S SOLE LIABILITY FOR THESE WARRANTY CLAIMS. 5NINE DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER UNDERSTANDS THAT THE SOFTWARE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED.
10. TERMINATION. This agreement expires at the end of the license period specified above or in the applicable order. Either party may terminate this agreement upon a material breach of the other party after a 30 day notice/cure period, if the breach is not cured during such time period. 5nine may temporarily suspend or terminate the license, or both, to Software if Customer’s payment on any invoice is more than 15 days past due. Upon termination of this agreement or a license, Customer must discontinue using the Software, de-install and destroy or return the Software and all copies, within 5 days. Upon 5nine’s request, Customer will provide written certification of such compliance.
11. ANNUAL SUPPORT. 5nine’s annual technical support and maintenance services (Support) is included with new license purchases. Support is provided under the Support policies then in effect. 5nine may change its Support terms, but Support will not materially degrade during any Support term. More details on Support are located at www.5nine.com/support
12. LIMIT ON LIABILITY.
A. EXCLUSION OF INDIRECT DAMAGES. 5nine is not liable for any indirect, special, incidental or consequential damages arising out of or related to this agreement (including, without limitation, costs of delay; loss of or unauthorized access to data or information; and lost profits, revenue or anticipated cost savings), even if it knows of the possibility of such damage or loss.
B. TOTAL LIMIT ON LIABILITY. 5nine’s total liability arising out of or related to this agreement (whether in contract, tort or otherwise) does not exceed the amount paid by Customer for the license to the Software.
C. CONSUMER LAW NOTICE. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply. User may have additional consumer rights under local law.
13. DEFENSE OF THIRD PARTY CLAIMS. 5nine will defend or settle any third party claim against Customer to the extent that such claim alleges that the Software violates a copyright, patent, trademark or other intellectual property right, if Customer, promptly notifies 5nine of the claim in writing, cooperates with 5nine in the defense, and allows 5nine to solely control the defense or settlement of the claim. Costs. 5nine will pay infringement claim defense costs it incurs in defending Customer, and 5nine negotiated settlement amounts, and court awarded damages. Process. If such a claim appears likely, then 5nine may modify the Software, procure the necessary rights, or replace it with the functional equivalent. If 5nine determines that none of these are reasonably available, then 5nine may terminate the Software and refund (as applicable) any prepaid and unused fees service fees and the license fee for perpetual licenses (amortized over a 5-year period from the date of the order). Exclusions. 5nine has no obligation for any claim arising from: 5nine’s compliance with Customer’s specifications; a combination of the Software with other technology or aspects where the infringement would not occur but for the combination; or technology or aspects not provided by 5nine. THIS SECTION CONTAINS CUSTOMER’S EXCLUSIVE REMEDIES AND 5NINE’S SOLE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.
14. GOVERNING LAW AND EXCLUSIVE FORUM. This agreement is governed by the laws of the State of Florida (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for Palm Beach County, Florida, and Customer submits to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in litigation is entitled to recover its attorneys’ fees and costs from the other party.
15. OTHER TERMS.
a. Remote Communication. The Software may remotely communicate with 5nine servers for purposes of license compliance, and may transmit generic computer information to 5nine, such as host and VM OS type and versions, CPU and core counts, and feature usage. More information on what 5nine collects and how its uses such information is located at: www.5nine.com/privacy.aspx .
b. Entire Agreement. This agreement and the order constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise or inducement not included in this agreement is binding.
c. Non-Assignment. Neither party may assign or transfer this agreement to a third party, nor delegate any duty, except that the agreement and all orders may be assigned, without the consent of the other party, as part of a merger, or sale of all or substantially all of the business or assets, of a party.
d. Independent Contractors. The parties are independent contractors with respect to each other.
e. Enforceability. If any term of this agreement is invalid or unenforceable, the other terms remain in effect.
f. Order of Precedence. If there is an inconsistency between an order and this agreement, the order prevails.
g. Survival of Terms. Any terms that by their nature survive termination of this agreement for a party to assert its rights and receive the protections of this agreement, will survive (including without limitation, the confidentiality terms). The UN Convention on Contracts for the International Sale of Goods does not apply.
h. Compliance Audit. No more than once in any 12-month period and upon at least 30 days advance notice, 5nine (or its representative) may audit Customer’s usage of the Software at any Customer facility. Customer will cooperate with such audit. Customer agrees to pay within 30 days of written notification any fees applicable to Customer’s use of the Software in excess of the license.
i. Modification Only in Writing. No modification or waiver of any term of this agreement is effective unless signed by both parties.
j. Export Compliance. Customer must comply with all applicable export control laws of the United States, foreign jurisdictions and other applicable laws and regulations.
k. US GOVERNMENT RESTRICTED RIGHTS. If Customer is a United States government agency or acquired the license to the Software hereunder pursuant to a government contract or with government funds, then as defined in FAR §2.101, DFAR §252.227-7014(a)(1) and DFAR §252.227-7014(a)(5) or otherwise, all Software provided in connection with this agreement are “commercial items,” “commercial computer software” or “commercial computer software documentation.” Consistent with DFAR §227.7202 and FAR §12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution by or for the United States government is governed solely by the terms of this agreement and is prohibited except to the extent permitted by the terms of this agreement. l. No PO Terms. 5nine rejects additional or conflicting terms of a Customer’s form-purchasing document.
l. Customer hereby grants 5nine inc. (“5 nine”) a nonexclusive, nontransferable limited license to display customers name, logo and statement of reference in 5 nines marketing materials or on 5nine’s website solely for the purposes of marketing 5 nines products and services.
Snort License Certain 5nine software products include Cisco Snort. For these solution you must also agree to the following license terms. Snort Subscriber Rules License Agreement (v. 3.0) SNORT SUBSCRIBER RULES LICENSE AGREEMENT (v. 3.0)
IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY.
THIS SNORT SUBSCRIBER RULES LICENSE AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU AND CISCO SYTEMS, INC. OR ONE OF ITS DESIGNATED SUBSIDIARIES LICENSING THE RULES TO YOU HEREUNDER INSTEAD OF CISCO SYSTEMS, INC. (AS APPLICABLE, “CISCO”). THE TERMS AND CONDITIONS UNDER WHICH YOU MAY USE THE RULES ARE SET FORTH IN THIS SNORT SUBSCRIBER RULES LICENSE AGREEMENT (“AGREEMENT”).
BY DOWNLOADING, INSTALLING OR USING ANY OF THE RULES, YOU ARE BINDING YOURSELF IF YOU ARE ACTING IN YOUR PERSONAL CAPACITY OR THE BUSINESS ENTITY THAT YOU REPRESENT (AS APPLICABLE, “YOU”) TO THIS AGREEMENT AND AGREEING THAT THIS AGREEMENT WITH CISCO IS ENFORCEABLE LIKE ANY WRITTEN CONTRACT SIGNED BY YOU.
IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, THEN CISCO IS UNWILLING TO LICENSE THE RULES TO YOU, IN WHICH CASE YOU MAY NOT DOWNLOAD, INSTALL OR USE ANY OF THE RULES.
IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL OR USE THE RULES. BY SELECTING “I ACCEPT,” “OK,” “CONTINUE,” “YES,” “NEXT” OR BY INSTALLING OR USING THE RULES IN ANY WAY, YOU ARE INDICATING YOUR COMPLETE UNDERSTANDING AND ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
“Commercial Purpose” means the direct or indirect use, reproduction or distribution of any Rule, Modification or Compilation, in whole or in part, that is intended to result in financial gain, economic benefit or other form of consideration to any person or entity involved in such use, reproduction or distribution. Examples of a Commercial Purpose include but are not limited to: (a) integrating the Rules with other software or hardware for sale as a bundled product; (b) licensing, distributing or selling the Rules for a fee; or (c) using the Rules to provide a fee-based service or subscription.
“Community Rules” means specifically formulated network traffic characteristics and instructions in text form, source code form or object code form (including the structure, sequence, organization and syntax of such network traffic characteristics), and all documentation related thereto, that: (a) are owned by Cisco and designated with SIDs of 3,464 and below; or (b) have been developed by a third party and approved by Talos (Cisco’s Vulnerability Research Team or successor group within Cisco).
“Compilation” means a work that combines the Rules or any Modification or portions thereof with any services, programs, code or other products not governed by the terms of this Agreement.
“Improvements” means a Modification to a Rule (or to a Modified Rule) that corrects a bug, defect, or error in such Rule without affecting the overall functionality of such Rule.
“Modifications” or “Modified” means any alteration, addition to or deletion from the substance or structure of the Rules (or to a Modified Rule) including, without limitation: (a) an Improvement; (b) any change to the contents of a file containing a Rule or a Modification; (c) any derivative of the Rule or of any Modified Rule; or (d) any new file that contains any part of the Rule or Modified Rule.
“Registered User” means an individual or entity who has registered on www.snort.org to use the Rules and who is not required to pay a license fee for such use.
“Rules” means specifically formulated network traffic characteristics and instructions in text form, source code form or object code form (including the structure, sequence, organization and syntax of such network traffic characteristics), and all documentation related thereto, that: (a) have been created, developed, tested and officially approved by the VRT (or successor group within Cisco); and (b) are designated with SIDs between 3,465 and 1,000,000. Modifications are considered part of the Rules, however, the Community Rules are not considered part of the Rules definition.
“Sensor” means any hardware or virtual device that runs at least one detection engine such as Snort.
“Subscriber” means an individual or entity who has registered on www.snort.org to use the Rules as a subscriber and who has paid the applicable license fee for such use.
Subscriber Use. If You are a Subscriber, then subject to the terms and conditions of this Agreement, Cisco grants You a world-wide and non-exclusive license to: (a) download, install and use the Rules only on that number of Sensors for which You have paid the applicable license fee; (b) Modify the Rules and install and use those Modified Rules consistent with Section 2.1 (a) above; (c) reproduce the Rules as strictly necessary in exercising Your rights under this Section 2.1; and (d) make the Rules and any Modification available to Your consultants, agents and subcontractors for the limited purpose of exercising Your rights under this Section 2.1 provided that such use is in compliance with this Agreement. As a Subscriber You will have access to the Rules promptly upon release by Cisco and thirty (30) days before new Rules are made available to Registered Users. Once a Rule has been made available to Registered Users (i.e. 30 days after release to Subscribers), You may then also distribute such Rule or any Modification in accordance with Section 2.2 (c) and Section 2.2 (d) below, as applicable. As a Subscriber You may not distribute new Rules until such 30-day period has lapsed.
Use by Registered Users. If You are a Registered User, then subject to the terms and conditions of this Agreement, Cisco grants You a world-wide and nonexclusive license to: (a) download, install and use the Rules on Sensors that You manage (or over which You have administrative control); (b) Modify the Rules and use such Modifications consistent with Section 2.2(a) above; (c) distribute those Rules and any Modifications that are made generally available to other Registered Users; (d) distribute any Improvement made generally available to other Registered Users on mailing lists commonly used by the Snort user community as a whole; (e) reproduce the Rules as strictly necessary in exercising the rights under this Section 2.2; and (f) make the Rules and any Modification available to Your consultants, agents and subcontractors for the limited purpose of exercising Your rights under this Section 2.2 provided that such use is in compliance with this Agreement. If You are a Registered User, You acknowledge and agree that new Rules will only be made available to Registered Users thirty (30) days after they have been released to Subscribers. You will have access to Modifications promptly upon release by Cisco at the same time they are made available to Subscribers.
Community Rules. The Community Rules are not governed by this Agreement and are separately made available for use under the GNU General Public License (GPL), v2.
License Limitations; Restrictions. You acknowledge and agree that the Rules are the property of Cisco, contain valuable assets and proprietary information of Cisco, and are provided to You under the terms and conditions of this Agreement. You agree that You will NOT at any time do any of the following without Cisco’s prior written consent: (a) use, deploy, modify, license, transfer, display, reproduce, distribute or disclose the Rules or Modifications (even if merged with other materials as a Compilation) other than as allowed under Section 2.1 if You are a Subscriber or under Section 2.2 if You are a Registered User; (b) use, deploy, modify, license, transfer, display, reproduce, distribute or disclose the Rules or Modifications for a Commercial Purpose; (c) share any user authentication information and/or password provided to You by Cisco with any third party to allow such party to access Your snort.org account or to otherwise access the Rules; (d) except as provided under Sections 2.1(c)-(d), Sections 2.2(c)-(e) and Section 4, post or make available any Rule or any Modification (in whole or in part) to any individual or entity who has not agreed to the terms and conditions of this Agreement; or (e) alter or remove any copyright notice or proprietary legend contained in or on the Rules or Modifications. Cisco reserves the right to limit the time and/or frequency that the Rules are made available for download at www.snort.org. All rights not granted under this Agreement are reserved by Cisco.
Support. Technical support for the Rules is limited to the FAQs, email support assistance and user forums available at www.snort.org.
Commercial Use. You must enter into a separate commercial license agreement with Cisco in order to use the Rules for a Commercial Purpose. You can contact Cisco at www.snort.org if You desire to use the Rules for a Commercial Purpose under a commercial license agreement.
Reproduction Obligations. If You make any copies of the Rules or any Modifications as permitted by this Agreement, You agree that any and all such copies will contain: (a) a copy of an appropriate copyright notice and all other applicable proprietary legends; (b) a disclaimer of any warranty consistent with this Agreement; and (c) the following notices:
The contents of this file are subject to the Snort Subscriber Rules License Agreement (the “Agreement”). You may not use this file except in compliance with the Agreement. You may obtain a copy of the Agreement at www.snort.org. The developer of the Rules is Cisco Systems, Inc.
The Rules are distributed under the Agreement on an “AS IS” basis, WITHOUT WARRANTY OF ANY KIND, either express or implied. See the Agreement for the specific language governing rights and limitations under the Agreement.
2005 – 2014 © Cisco Systems, Inc. All Rights Reserved. Contributor/Change Made By: ________________. [Only apply if changes are made]
Modifications. If You create a Modification, then the use, reproduction and distribution of such Modification shall be governed by the terms and conditions of this Agreement. You are encouraged to disclose Your Modifications to Cisco and the user community but are not required to do so. If You disclose a Modification to Cisco or the user community, You hereby grant Cisco and all other licensed users of the Rules an irrevocable, perpetual, fully paid-up, world-wide, royalty-free, non-exclusive license to download, install and use such Modification (and the source code thereto). For each Modification You make and distribute, You shall include a prominent notice stating that the You changed the Rule (or any Modification thereto) and the date of such change.
Distribution Obligations. The Rules (or any Modification thereof) may be distributed by You only as permitted under this Agreement. You must include a copy of this Agreement and the notices referenced in Section 2.7 in each file of the Rules that You are permitted to distribute. If it is not possible to include such notices in a particular file due to its structure, then You must include such notices in a location (such as a relevant directory) where a user would be likely to look for notices. If You create any Modifications, You must add Your name as a contributor to the notice described in Section 2.7.
Payment Terms. If You are a Subscriber and have provided Cisco (or its payment processor) with a valid credit card number or an alternate payment method, Your subscription will be automatically renewed and the then-current license fee will be charged to such account for another term at the expiration of Your thencurrent term. The new term will be for the same duration as the expired term unless otherwise specified at time of renewal. This renewal will be processed (and Your credit card account charged) within thirty (30) days prior to the expiration of the term and each anniversary thereafter. If You do not want Your subscription to automatically renew, You must, prior to the expiration of Your subscription term, inform Cisco of Your intention not to renew Your subscription. Cisco will send notice of Your renewal to the e-mail address You have provided prior to charging Your account. You must provide current, complete, and accurate information for Your billing account. You are responsible for ensuring this information is correct and must promptly update all information to keep Your billing account current, complete, and accurate (such as a change in billing address, credit card number, or credit card expiration date). You must promptly notify Cisco if Your credit card is canceled or is no longer valid.
Representations and Warranties. You represent and warrant that the information that You provide to Cisco when registering as either a Registered User or a Subscriber is complete and accurate in all respects, and You have the right, power and authority to so register. If You are a Subscriber, You further represent and warrant that the subscription categories selected (e.g., personal or business use) accurately reflects Your intended use of the Rules.
Versions of the Agreement. Cisco may publish revised and/or new versions of the Agreement from time to time. Each version of the Agreement will be distinguished by a version number; this Agreement is version 3.0 and replaces version 2.0 (previously named the VRT Certified Rules License Agreement). Once a Rule has been published under a particular version of the Agreement, You may always use the Rule under the terms of that version of the Agreement which such Rule was acquired. You may also choose to use such Rule under the terms of any subsequent version of the Agreement. No one other than Cisco has the right to modify the terms of the Agreement.
Warranty Disclaimer. THE RULES AND MODIFICATIONS ARE PROVIDED UNDER THIS AGREEMENT ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES THAT THE RULES OR THE MODIFICATIONS ARE FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. THE ENTIRE RISK AS TO PERFORMANCE OF THE RULES AND MODIFICATIONS IS WITH YOU. SHOULD THE RULES OR MODIFICATIONS PROVE DEFECTIVE IN ANY RESPECT, YOU (NOT CISCO) ASSUME THE COST OF ANY NECESSARY SERVICING, REPAIR OR CORRECTION. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF ANY RULE OR ANY MODIFICATION IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
Liability Limitation. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, SHALL CISCO OR YOU BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR GOODWILL, WORK STOPPAGE, SECURITY BREACHES OR FAILURES, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF SUCH PARTY SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. ALL LIABILITY OF CISCO, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS COLLECTIVELY, TO YOU, WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, SHALL NOT EXCEED THE PRICE PAID BY YOU FOR THE RULES THAT GAVE RISE TO THE CLAIM. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT APPLY.
Term; Termination. If You are a Registered User this Agreement will remain in effect for as long as You use the Rules, subject to Section 7 and the termination provisions below. If You are a Subscriber this Agreement is effective for a term of one (1) year from the date of purchase of Your license and for all renewal terms thereafter, subject to Section 7 and the termination provisions below. This Agreement and the rights granted hereunder will terminate automatically if You breach any term herein and You fail to cure such breach within thirty (30) days of becoming aware of the breach. Additionally, Cisco may terminate this Agreement for convenience at any time by providing You thirty (30) days notice. If You are a Subscriber and Cisco terminates this Agreement for convenience, then Cisco will provide You a pro-rated refund for the license fees You prepaid for the remaining portion of the term that has been cancelled. Upon any termination or expiration of this Agreement, You must cease use of the Rules and destroy all copies of the Rules. Provisions which, by their nature, must remain in effect beyond the termination of this Agreement shall survive.
United States Government Users. The Rules provided under this Agreement are prepared entirely at private expense and are “Commercial Items” as that term is defined in 48 C.F.R. 2.101. The Rules are licensed to U.S. Government end users: (a) only as “Commercial Items”; and (b) with only those rights as are granted to all other users pursuant to the Cisco’s standard license agreement. In case of conflict between any FAR and DFARS and this Agreement, the construction that provides greater limitations on the U.S. Government’s rights shall control.
Miscellaneous. This Agreement represents the complete agreement concerning the subject matter hereof. If it is impossible for You to comply with any of the terms of this Agreement due to statute, judicial order or regulation then You must comply with all other terms of this Agreement to the maximum extent possible. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be governed by the laws of the State of California, excluding its conflict-of-law provisions. Any litigation relating to this Agreement shall be subject to the jurisdiction of the state and federal Courts serving California, with the losing party responsible for costs, including without limitation, court costs and reasonable attorneys’ fees and expenses. You hereby submit to jurisdiction and venue in such courts. Notwithstanding the foregoing, if the licensee hereunder is the U.S. Government then this Agreement shall be governed by U.S. Federal Law and any litigation relating to this Agreement and such licensee shall be subject to the jurisdiction of U.S. Federal Courts.The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any law or regulation which provides that the language of a contract shall be construed against the drafter shall not apply to this Agreement. The Rules are subject to export controls under the laws of the United States and other countries. You shall comply with all such laws governing export, re-export, transfer and use of the Rules. You agree not to use or transfer the Rules for any use relating to the operation of nuclear facilities, chemical or biological weapons or missile technology, unless authorized by the U.S. Government by regulation or specific written license. Headings and section references are used for reference only and shall not be used define, limit or describe such section.
Certain 5nine software products include Bitdefender. For these solution you must also agree to the following license terms.
This End User License Agreement (“EULA”) governs use of software (“Software”) from [Bitdefender, SRL] (“Bitdefender”) distributed by OEM “5nine Software Inc”. References to “End User” in this EULA refer to any entity or individual which has obtained a copy of the Software from OEM, 5nine Software Inc.
Subject to all of the terms and conditions of this EULA, OEM grants to End User a non-transferable, non-sublicensable, non-exclusive license to use the object code form of the Software for its own use, but only in accordance with the technical specification documentation generally made available with the Software and this EULA. “Software” shall also include any documentation and any support and maintenance releases of the same Software provided to End User.
End User may install and use the Software, on as many computers as necessary with the limitation imposed by the total number of licensed users. End User may make one additional copy for back-up purpose.
Term of License
The license granted hereunder shall commence on the purchasing date of the Software and shall expire at the end of the period for which the license is purchased.
End User shall not (and shall not allow any third party to): (a) decompile, disassemble, or otherwise reverse engineer the Software or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Software by any means whatsoever (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions, and then only with prior written notice to the respective owners;); (b) distribute, sell, sublicense, rent, lease or use the Software (or any portion thereof) for time sharing, hosting, provision of services or like purposes; (c) remove any product identification, proprietary, copyright or other notices contained in the Software; (d) modify or create a derivative work of any part of the Software; or (e) publicly disseminate performance information or analysis (including, without limitation, benchmarks) from any source relating to the Software. You may not permit third parties to benefit from the use or functionality of Software, except as and only to the extent explicitly permitted by the licensing terms, identified in the accompanying Third Party License Terms, governing use of the third party software.
Notwithstanding anything to the contrary contained herein, except for the limited license rights expressly provided herein, OEM and its suppliers have and will retain all rights, title and interest (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Software and all copies, modifications and derivative works thereof. End User acknowledges that it is obtaining only a limited license right to the Software and that irrespective of any use of the words “purchase”, “sale” or like terms hereunder no ownership rights are being conveyed to End User under this Agreement or otherwise. End User acknowledges that BitDefender has a substantial interest in the Software and that, if this EULA is not directly with BitDefender, then BitDefender is a third party beneficiary to this EULA, with the understanding that rights, titles and interest in and to certain third party software identified in the accompanying Third Party License Terms are owned by their respective owners.
If requested, End User shall certify in writing that End User is using the Software for the number of servers, with the number of copies, on the system configuration and at the site agreed upon by the parties (as applicable). End User agrees that no more than once annually its use of the Software may be audited by OEM or BitDefender (or an independent auditor working on such party’s behalf) during normal business hours upon reasonable advance written notice for the purpose of verifying End User’s compliance with this EULA.
End User acknowledges that, it may obtain information relating to the Software or BitDefender, including, but not limited to, any code, technology, know-how, ideas, algorithms, testing procedures, structure, interfaces, specifications, documentation, bugs, problem reports, analysis and performance information, and other technical, business, product, and data (“Confidential Information”). End User shall not disclose Confidential Information to any third party or use Confidential Information for any purpose other than the use of the Software as licensed under the EULA.
EXCEPT FOR ANY EXPRESS LIMITED WARRANTY OFFERED BY OEM FOR WHICH END USER’S REMEDY IS LIMITED TO REPAIR, REPLACEMENT OR REFUND BY OEM, THE SOFTWARE IS PROVIDED “AS IS” AND NO WARRANTIES ARE MADE TO ANY PERSON OR ENTITY WITH RESPECT TO THE SOFTWARE OR ANY SERVICES AND OEM DISCLAIMS ON ITS OWN BEHALF AND THAT OF ITS LICENSORS, INCLUDING BITDEFENDER, ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Limitation of Damages and Remedies
IN NO EVENT SHALL OEM OR ITS LICENSORS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THE SOFTWARE. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE TOTAL LIABILITY OWING TO END USER, INCLUDING BUT NOT LIMITED TO DAMAGES OR LIABILITY ARISING OUT OF CONTRACT, TORT, BREACH OF WARRANTY, INFRINGEMENT OR OTHERWISE, SHALL NOT IN ANY EVENT EXCEED THE FEES PAID BY END USER WITH RESPECT TO THE SOFTWARE. NEITHER OEM NOR ITS LICENSORS SHALL BE LIABLE FOR LOSS OR INACCURACY OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, SYSTEM DOWNTIME, FAILURE OF SECURITY MECHANISMS, GOODWILL, PROFITS OR OTHER BUSINESS LOSS, REGARDLESS OF LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE PARTIES AGREE THAT THE LIMITATIONS OF THIS SECTION ARE ESSENTIAL AND THAT END USER WOULD NOT BE PERMITTED TO USE THE SOFTWARE ABSENT THE TERMS OF THIS SECTION. THIS SECTION SHALL SURVIVE AND APPLY EVEN IF ANY REMEDY SPECIFIED IN THIS EULA SHALL BE FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
THIS SOFTWARE IS NOT FAULT-TOLERANT AND IS NOT DESIGNED OR INTENDED FOR USE IN ANY HAZARDOUS ENVIRONMENT REQUIRING FAIL-SAFE PERFORMANCE OR OPERATION. THIS SOFTWARE IS NOT FOR USE IN THE OPERATION OF AIRCRAFT NAVIGATION, NUCLEAR FACILITIES, OR COMMUNICATION SYSTEMS, WEAPONS SYSTEMS, DIRECT OR INDIRECT LIFE-SUPPORT SYSTEMS, AIR TRAFFIC CONTROL, OR ANY APPLICATION OR INSTALLATION WHERE FAILURE COULD RESULT IN DEATH, SEVERE PHYSICAL INJURY OR PROPERTY DAMAGE.
End User acknowledges that the Software may be subject to export restrictions by the United States government and import restrictions by certain foreign governments. End User shall not and shall not allow any third-party to remove or export from the United States or allow the export or re-export of any part of the Software or any direct product thereof: (i) into (or to a national or resident of) any embargoed or terrorist-supporting country; (ii) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; (iii) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (iv) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. End User agrees to the foregoing and warrants that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list. The Software is further restricted from being used for the design or development of nuclear, chemical, or biological weapons or missile technology, or for terrorist activity, without the prior permission of the United States government.
The Software is commercial computer software. If the user or licensee of the Software is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Software, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by the terms of this EULA in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Software was developed fully at private expense. All other use is prohibited.
Termination and Survival
Upon any termination of this EULA, End User shall immediately cease use of the Software and remove all Software from its systems. The terms set forth in the sections entitled Restrictions, Ownership, Confidentiality, Warranty Disclaimer, Limitation of Damages and Remedies shall survive any termination of this EULA.
Should you have any questions concerning this Software License Agreement (SLA), or if you desire to contact 5nine Software, Inc. for any reason, please contact us directly in the United States of America, write: 5nine Software Inc., 1555 Palm Beach Lakes BLVD., Suite 750, West Palm Beach, FL 33401 USA or email: email@example.com.