This End User Licence Agreement (hereinafter: the “EULA”) is binding on the Parties as of the EFFECTIVE DATE and is concluded by and between R6 security Inc with registered office in Los Altos Hills, United States of America, address: 24795 Northcrest Lane, CA 94024, and the End User.
THE EULA SHOULD BE THOROUGHLY READ PRIOR TO THE INSTALLATION AND FIRST USE OF THE PRODUCT. THE EULA SETS FORTH RULES GOVERNING THE USE OF THE PRODUCT. THE END USER DOWNLOADING, INSTALLING OR USING THE PRODUCT MEANS THAT THEY ACCEPT AND UNDERTAKE TO COMPLY WITH THE EULA. IF THE END USER DOES NOT ACCEPT THE EULA, THEY SHOULD NOT DOWNLOAD OR INSTALL THE PRODUCT OR THEY SHOULD UNINSTALL THE ALREADY INSTALLED PRODUCT. AN INDIVIDUAL ACTING ON BEHALF OF THE END USER EXPRESSES THAT HE OR SHE HAS THE AUTHORITY TO ENTER INTO THE EULA ON BEHALF OF THE END USER.
The Product and each of its components are the property of the Licensor or other third-party licensors, and they are protected under copyright laws and other applicable laws.
The Licensor grants to the End User, for an indefinite period of time, without any territorial restrictions, a non-exclusive, non-transferable licence to install and use the Product in compliance with THE terms and conditions specified herein.
The EULA applies to the following fields of use: download, installation, entering, display, launch, use and storage, in compliance with the Product’s intended use.
The Product is licensed for the End User’s internal use only.
The End User does not acquire the right to exercise and dispose of derivative rights.
The End-User acquires the Product under the subscription model.
Billing/invoices and taxes are handled by a separate agreement.
Under the subscription model only standard support and updates/fixes are provided. The Licensor has no obligation to provide broader support unless the End-User purchases a subscription offer that expressly includes such services.
No right or license, express or implied, is granted under this EULA with respect to any trademark of the Licensor or its affiliates or third-party licensors.
The End User must use the Product in compliance with the EULA.
The EULA is effective and binding on the Parties as of the EFFECTIVE DATE.
The Product will be governed by the EULA, regardless of the fact whether it has been made available for download online, saved on any device or otherwise.
The EULA is concluded for an indefinite period of time, unless it is terminated by the Parties at an earlier date in compliance with the EULA. For the End User to terminate the EULA, it is sufficient to remove the Product from the computer and/or server.
The End User and the Licensor may terminate the EULA at any time and for any reason whatsoever. The termination of the EULA by the Licensor takes effect once the End User has been notified thereof or once the Licensor has decided to withdraw the Product.
The Licensor may decide to terminate the EULA with immediate effect if the End User does not comply with the terms and conditions included herein.
Following the expiry or termination of the EULA, regardless of any underlying reason, the End User will not be entitled to the further use the Product and/or materials related to the Product and should promptly remove the Product from any computer and/or server where the Product has been installed and made available to the End User, and destroy/remove any copies of the Product in his or her possession as well as remove any files related to the Product.
The End User may not, either directly or indirectly share or distribute the Product; attempt to export the Product’s source code, decode or modify the Product, either in whole or in part, or allow any third parties to attempt any such activities; reverse-engineer, decompile, disassemble, modify, adjust, translate, multiply, make any derivative works, amend, copy, disclose the Product and the Product’s source code or allow any third-parties to attempt any such activities, except when the Licensor explicitly provides for such an option and it is in compliance with its intended use.
The End User may make only one copy of the Product on a computer’s hard drive or another storage medium, for archiving purposes; disclose to any third parties any information or data pertaining to the Product or related materials except when the Licensor explicitly provides for such an option and it is in compliance with the intended use or when such an option or obligation is prescribed by the law; amend or modify disclaimers, identifications or copyright notices or other disclaimers, identifications or intellectual property rights notices present in the Product and related materials; create, use, share and/or publish in any way related to the Product any materials which would be in breach of a confidentiality obligation or would infringe intellectual property rights or would instigate pirating, cracking or distributing any illegal software; send or disseminate viruses, Trojan horses, worms, infected files and/or similar malware in reference to the Product and/or organise, participate or engage in any way in attacks on servers of the Licensor or its partners, or use the Product for fraud related purposes or undertake any other activities in breach of applicable laws; make any unjustified claims related to the use of the Product.
The End User is obliged to undertake relevant steps to ensure the security and protection of the Product, its source code and data and information processed with the use of the Product, and INDEMNIFY AND HOLD LICENSOR HARMLESS FROM AND AGAINST ANY LIABILITY IN THE EVENT OF THE LOSS OF THE ABOVE DATA OR INFORMATION OF ANY THIRDPARTIES AS A RESULT OF FAILURE TO UNDERTAKE THE AFOREMENTIONED RELEVANT STEPS;
use the Product in compliance with its intended use and in compliance with the EULA; use the Product in compliance with the laws applicable in a country or region of residence or a country or region where they use the Product.
THE END USER WILL BE LIABLE FOR ANY DAMAGE CAUSED TO THE LICENSOR, ITS PARTNERS OR OTHER USERS OF THE PRODUCT. THE END USER UNDERTAKES TO INDEMNIFY AND HOLD LICENSOR, ITS PARTNERS AND OTHER USERS OF THE PRODUCT HARMLESS IN THE EVENT OF ANY CLAIMS, SUITS, LIABILITY, DAMAGE AND RELATED EXPENSES, IN PARTICULAR LEGAL COSTS OCCURRING, DIRECTLY OR INDIRECTLY, DUE TO FAULT OF THE END USER AND/OR IN CONNECTION WITH IMPROPER PERFORMANCE OF THE LICENSE AGREEMENT AND/OR IN CONNECTION WITH THE IMPROPER USE OF THE PRODUCT.
A third party acting on behalf of End User, e.g. a third-party cloud provider, may use this EULA, subject to and on condition of the End User’s adherence to the following:
The End User remains responsible for all of the End User’s obligations under the EULA and enters into an enforceable agreement with the third-party, contains terms and conditions to protect the Licensor’s rights in the Product that are no less restrictive than those contained in the EULA.
The End User prohibits use of the Product by the third-party for any purpose other than the End-User’s sole benefit;
The End User is solely responsible to the Licensor for any and all breaches of this EULA by any third party.
The End User acknowledges and accepts that: no title to or ownership of the Product is transferred to the End User. The Product is not sold to the End User. The End User acquires only a conditional license to use the Product under the specified fields of use; all intellectual property rights, in particular industrial property rights and copyrights to the Product and related materials as well as their copies, are the exclusive property of the Licensor and/or its third-party licensors. The Licensor and/or its third-party licensors retain all right, title and interest in and to all intellectual property rights in the Product, including any adaptations or copies thereof; nothing in the EULA is aimed at transferring the above rights onto the End User or any other third party. Except for the right to use the Product, under the EULA the End User does not have any other rights, including, in particular, copyrights to the Product or its components or any other industrial property rights or copyrights to the Product. The Licensor’s copyrights are protected under applicable domestic and international laws.
5. THIRD PARTY
The Product may operate in combination with, use or include, the third-party software. A licence for the third-party software is purchased from a licensor, in compliance with the terms and conditions specified by the licensor. In particular, some components of the Product may operate in combination with, use or include software under Apache 2.0 license.
Nothing in this Agreement will restrict, limit or otherwise affect any rights or obligations the End User may have, or conditions to which the End User may be subject, under Apache 2.0 licence and any applicable third-party software licenses. In case of any conflict between the EULA and the applicable third-party software licenses, the applicable third-party software licenses will prevail.
As long as they are not in conflict with the applicable third-party software, the terms and conditions specified in the EULA will also apply to the applicable third-party software.
Except for cases when a third-party software provider gives consent thereto, the End User may not undertake with respect to the third-party software the activities specified in Section 3.1.
6. LIMITED WARRANTY
THE END USER EXPLICITLY REPRESENTS AND ACCEPTS TO USE THE PRODUCT AT THEIR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, THE PRODUCT IS SUPPLIED TO THE END USER ‘AS IS’ AND ‘AS AVAILABLE’. THE LICENSOR DOES NOT GRANT THE END USER ANY WARRANTIES OR STATUTORY WARRANTIES, EXPRESSED OR IMPLIED, IN PARTICULAR REFERRING TO: COMPLIANCE, ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY AND SECURITY; THE ABSENCE OF ERRORS OR OBLIGATION TO FIX THEM; THE ABSENCE OF VIRUSES OR OTHER MALWARE; FITNESS FOR A SPECIFIC PURPOSE OR USER SATISFACTION.
THE END USER EXPLICITLY REPRESENTS AND ACCEPTS THAT THE PRODUCT IS NOT INTENDED FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE ANY BREAKDOWN, DELAY, ERROR OR INACCURACY MIGHT CAUSE DEATH, INJURY OR SERIOUS DAMAGE, INCLUDING E.G. MILITARY SYSTEMS AND NUCLEAR FACILITIES.
The End User is fully responsible for the selection of the Product for specific purposes and for the installation, use or results obtained through the Product. The Licensor does not guarantee that the Product’s functions will meet the End User’s requirements or that the Product will operate uninterruptedly and error free. The Licensor does not guarantee that the Product is compliant with any software or services of other entities.
If under governing law it is not possible to contractually exclude or limit specific warranties or statutory warranties, such exclusion or limitation set forth herein shall not apply. Nothing in the EULA shall affect the End User’s rights as a consumer if they may not be contractually amended or waived.
7. LIMITATION OF LIABILITY
NEITHER THE LICENSOR NOR ANY OF ITS THIRD-PARTY LICENSORS, SUBSIDIARIES OR EMPLOYEES WILL IN ANY CASE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, TORT, ECONOMIC OR PUNITIVE DAMAGES, WHETHER BASED ON CONTRACT, NEGLIGENCE, STRICTLIABILITY OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, BUSINESS OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.
IF LICENSORS WERE TO BE LIABLE TO THE END USER, THE ONLY REMEDY AVAILABLE TO THE END USER IN THE EVENT OF A DISPUTE WITH THE LICENSOR IS AN OPTION TO DISCONTINUE USING THE PRODUCT, UNLESS MANDATORY RULES OF LAW PRESCRIBE ANY FURTHER-REACHING RIGHTS.
THE LICENSOR WILL NOT BE LIABLE FOR THE CONSEQUENCES OF THE INSTALLATION AND OPERATION OF THE THIRD-PARTY SOFTWARE; NEITHER DOES IT GRANT ANY WARRANTY OF THE THIRD-PARTY SOFTWARE’S AVAILABILITY, UNLESS MANDATORY RULES OF LAW STIPULATE SUCH LIABILITY OR WARRANTY OF THE LICENSOR. THE LICENSOR WILL NOT BE LIABLE FOR THE END USER’S ACTIONS CARRIED OUT WITH THE USE OF THE THIRD-PARTY SOFTWARE.
The above provisions do not limit the Licensor’s liability for death or injury for reasons attributable to the Licensor if such liability may not be excluded or limited.
If under governing law it is not possible to contractually exclude or limit such scopes of liability, any exclusion or limitation set forth herein shall not apply. Nothing in the EULA shall affect the End User’s rights as a consumer if they may not be contractually amended or waived.
8. INTEGRITY OF THE AGREEMENT & AMENDMENTS
The EULA, together with any other purchase documents or other agreements between the End User and the Licensor represents the entire agreement between the Parties pertaining to its subject matter and replaces any prior agreements between the End User and the Licensor pertaining to the use of the Product, without prejudice to the third-party licenses.
The Licensor reserves the right, at its discretion, to amend, update, modify, add or remove some EULA provisions for reasons related to security, change of regulations or the upgrades. Such changes will be effective following prior notification thereof made to the End User or, if this is not required under provisions of law, without such a notification. The End User can read the current version of the EULA on the Licensor’s websites under a link placed in documentation to the Product. The End User should check the EULA from time to time to learn about any changes. If the End User does not accept any changes in the EULA or as a result of the changes the End User is not able to comply with the EULA, the End User should terminate the EULA, remove the Product from all computers and/or servers where the Product has been installed and made available to the End User, and destroy /remove any copies of the Product held. Any further use of the Product following the introduction of any changes hereto shall mean that the End User accepts any changes made, without reservations.
The Licensor may release the Product upgrades, including also limitations of the Product’s functionalities, for any reasons whatsoever or without stating a reason, at any time at its own discretion, in particular in connection with a need to upgrade, develop, enhance or optimise the Product. The End User accepts the fact that the Product may automatically install or download the upgrades. End User accepts the fact that Licensor may discontinue supporting the Product’s previous versions once the Product’s current version has been made available.
NO THIRD-PARTY LICENSOR, DISTRIBUTOR, DEALER, RETAILER, RESELLER, SALES PERSON, OR EMPLOYEE IS AUTHORIZED TO MODIFY THIS EULA OR TO MAKE ANY REPRESENTATION OR PROMISE THAT IS DIFFERENT FROM, OR IN ADDITION TO, THE TERMS OF THIS EULA.
9. WAIVER OF RIGHTS
No waiver of any right under this EULA will be effective unless in writing and signed by a duly authorized representative of the Licensor. If the Licensor does not exercise or enforce any rights or remedies stipulated in the EULA or in applicable laws, this does not mean that the Licensor resigns from these rights or remedies. If any given right or remedy is not exercised or is partially exercised, this does not exclude or limit the exercise or enforcement of this or another right or remedy in the future.
10. ASSIGNMENT OF RIGHTS
The EULA and rights and obligations under the EULA may not be transferred or assigned onto any third parties, either in whole or in part, without the Licensor’s prior consent given in the form of a document. Any such attempted transfer or assignment shall be void and of no effect. Please contact the Licensor to request the transfer of licenses and assignment of this EULA.
If any EULA provision turns out to be invalid, redundant or unenforceable, such a provision or its part, to the relevant extent, will be interpreted as removed, while other EULA provisions will remain intact and will continue to be in force. If any redundant, unenforceable or invalid EULA provision turns out to be necessary, enforceable and valid after the removal of a part of the provision, then it will apply following the introduction of a modification to the smallest extent required for it to be deemed necessary, valid and enforceable to reflect the Licensor’s intentions.
12. GOVERNING LAW
The EULA shall be governed by US law. The End User benefits from any mandatory legal regulations of their country or region of residence. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
Any doubts as to the validity, performance, termination or interpretation of the EULA will be resolved by way of negotiations. Should the negotiations fail, then a Californian court competent for the Licensor’s registered office will resolve any of the above.
14. CONTACT WITH THE LICENSOR
In any EULA related matters, the End User can contact the Licensor at the e-mail address: [email protected].
For purposes of the EULA, the capitalised definitions below, whether in singular or plural, have the meaning as specified below:
“EULA” – this agreement setting forth the terms and conditions under which the Licensor will grant the End User the right to use the Product;
“Party” – a party to the EULA, i.e. the Licensor and/or the End User, respectively;
“Licensor” – R6 Security Inc, 24795 Northcrest Lane , Los Altos Hills, CA 94024
“End User” – any individual or entity that directly or indirectly through another user acquires, downloads, installs or uses the Product;
“Product” – software called Phoenix Operator, developed by Licensor, together with any upgrades installed and documentation, except for the third-party software;
“EFFECTIVE DATE” – the date of acquisition, download, installation or first use of the Product by the End User, whichever comes first.