END-USER LICENSE AGREEMENT
IMPORTANT – READ CAREFULLY BEFORE INSTALLING, ACTIVATING, OR USING ALL OR ANY
PORTION OF THE SOFTWARE OR APPLIANCE:
END-USER LICENSE AGREEMENT
IMPORTANT – READ CAREFULLY BEFORE INSTALLING, ACTIVATING, OR USING ALL OR ANY
PORTION OF THE SOFTWARE OR APPLIANCE:
THIS END-USER LICENSE AGREEMENT (“EULA”) IS A LEGAL AGREEMENT BETWEEN YOU (DEFINED BELOW) AND CCG (DEFINED BELOW) THAT GOVERNS THE USE OF THE SOFTWARE OR APPLIANCE (AS SUCH TERMS ARE DEFINED BELOW). YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT BY (i) INSTALLING, ACTIVATING, OR USING ALL OR ANY PORTION OF THE SOFTWARE OR APPLIANCE, (ii) CLICKING ON THE “ACCEPT” BUTTON BELOW, OR (iii) CONTINUING TO ACCESS OR USE THE SOFTWARE OR APPLIANCE AFTER BEING NOTIFIED OF A CHANGE IN ANY OF THE TERMS OF THIS EULA. IF YOU DO NOT AGREE WITH THE TERMS OF THIS EULA, DO NOT INSTALL OR USE THE SOFTWARE OR APPLIANCE.
YOU WILL NOT BE ENTITLED TO A REFUND OF ANY AMOUNTS PAID OR DUE.
You are encouraged to test the “Evaluation Version” of the Software or Appliance to ensure that they meet your needs before payment.
An amendment or addendum to this EULA may accompany the Software or Appliance. The most current version of this EULA is available on the CCG website, https://www.phen- ai.com/eula/
The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is licensed, not sold.
A | “AdminCore” means CCG’s proprietary software and central architecture residing on the Appliance that receives data from the Sensor(s) and provides the monitoring function, detection, analysis, and data storage and retention for CheckMate. |
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B | “Agreement” means any separate agreement between you and (i) CCG or (ii) CCG’s resellers or distributors; such agreements may include (a) evaluation, installation, support, or similar agreements, or (b) agreements with a unit or agency of the United States government. |
C | “Appliance” means the server on which the AdminCore is installed and the Sensors. |
D | “CCG” means Canfield Consulting Group, LLC, a Maryland limited liability company, 4104 Alfalfa Terrace, Olney, Maryland 20832. |
E | “CCG Website” means the URL www.phen-ai.com, which is comprised of various web pages, tools, information, software, content, and features, operated by CCG. |
F | “Confidential Information” means the trade secrets and proprietary information of CCG and its licensors that is not generally known to the public, whether such information is in tangible or intangible form, and includes IP Rights. |
G | “Documentation” means the associated media, printed materials, and “online” or electronic documentation distributed with the Appliance, Sensor, Software, or Updates. |
H | “Evaluation License” means the definition under Paragraph 2.A. |
I | “IP Rights” means the intellectual property rights, including copyrights, patents, patents pending, trademarks and trade secrets, in and to the Appliance, AdminCore, Sensors, Software, Documentation, algorithms, databases, and the CCG Website (including related software, images, photographs, animations, video, audio, music, text, and content) owned by CCG or its licensors. |
J | “Include”, when used in this Agreement, the word “include”, “includes”and “including”, shall be deemed to be followed by the phrase “without limitation.” |
K | “License Term” means the period of time you are authorized to install and use the Software and Appliance for the appropriate license fee paid, and any renewal period for which the appropriate renewal license fee is paid. |
L | “On-Premises License” means the definition under Paragraph 2.B. |
M | “Permitted Number of Interfaces” means the number of authorized Internet Protocol Version 4 (IPv4) or Internet Protocol Version 6 (IPv6) addresses from which the Sensor is permitted to collect data. A “non-permitted interface” is the unauthorized use of the Sensor to collect data from more than the authorized number of IPv4 or IPv6 addresses, based on the license fee paid. |
N | “Sensor” means CCG’s proprietary software residing on the hardware provided by CCG that plugs into your network to collect and provide data to the AdminCore for storage, retention, and analysis. |
O | “Service” means the services you have elected to receive from CCG under a separate services Agreement. |
P | “Site” means the location where the Appliance is installed or the location specified under any Agreement for the installation and use of the Appliance, Sensors, or both. |
Q | “Software” means i. the source code of (a) the all-in-one cybersecurity suite of software solutions referred to as “CheckMate,” which is comprised of CCG’s “Phen (AI),” “Cognoscenti,” “CanSecure,” “NeTERS,” and “SmartLog Analyzer (“SLA”)” software, and each of their underlying programs and subroutines, and (b) Updates, and ii. the object code version of the source code under clause (i) of this Paragraph 1.Q, contained within the Appliance, whether provided on the Appliance, on physical media, by electronic download, or by any other method of distribution. |
R | “Update” means any upgrades, updates, patches, additions, deletions, and modifications to the CheckMate software. |
S | “You” means an individual or any legal entity that obtained the Software or Appliance, and on whose behalf, it is used. |
CCG provides the following types of licenses:
A | Evaluation License. Upon your request, and at CCG’s sole discretion, an Evaluation License may be provided by CCG for you to evaluate the Software. The Software shall be designated for “evaluation purposes,” “EVAL,” or other similar designation, under a separate Agreement, and may be installed at the authorized Site under such evaluation Agreement, used for monitoring the Permitted Number of Interfaces, during the evaluation period. CCG will not charge a license fee for the Permitted Number of Interfaces under the Evaluation License, provided that you promptly return (or make available for pick up by CCG), the Appliance within ten (10) days from the end of the evaluation period, or as otherwise agreed under such evaluation Agreement. EVALUATION SOFTWARE IS PROVIDED “AS IS”. ACCESS TO AND USE OF ANY OUTPUT FILES CREATED BY SUCH EVALUATION SOFTWARE IS ENTIRELY AT YOUR OWN RISK. |
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B | On-Premises License. Software license that permits the installation and use of the Software and Appliance at the authorized Sites for monitoring the Permitted Number of Interfaces during the License Term upon payment of the license fee and any renewal license fees. |
You are required to activate the Software by connecting to the CCG Website through the Internet.
Subject to your continuous compliance with all the terms of this EULA and payment of the applicable license fees:
A | With respect to an On-Premises License, CCG grants you a non-exclusive, non- transferable, non-sublicensable, revocable, limited license to install and use the Software and Documentation, during the License Term, for monitoring up to the Permitted Number of Interfaces at the authorized Sites for your internal production purposes. |
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B | With respect to an Evaluation License, CCG grants you a non-exclusive, non- transferable, non-sublicensable, revocable, limited license to install and use the Software and Documentation, during the evaluation period, for monitoring up to the Permitted Number of Interfaces at the authorized Sites for evaluating the Software’s ability to meet your internal production needs. Except where otherwise provided under an evaluation Agreement, the evaluation period shall be one (1) month. |
A | No Copies. You may not, and you agree not to make any copies, including backup copies, of the Software or Documentation. |
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B | Third-Party. You may not, and you agree not to (i) rent, lease, loan, or use the Software or Documentation for timesharing or service bureau purposes, (ii) distribute, sublicense, or otherwise provide the Software or Documentation for use by the pubic or third parties, (iii) sell, reproduce, assign, or transfer your rights in the Software or Documentation to any third party, or (iv) authorize all or any portion of the Software or Documentation to be copied onto, or distributed to, another user's computer. |
C | No Concurrent Use. The Software may not be shared, installed, or used concurrently on different computers, unless an additional license fee for such use has been paid. |
D | Monitoring. The Software may not be used to monitor more than the Permitted Number of Interfaces. |
E | No Other Networks. No other server or network use of the Software is permitted, including use of the Software (i) either directly or through commands, data, or instructions from or to another computer or network, or (ii) for Internet or web hosting services. |
F | Proprietary Notices. You may not, and you agree not to remove or alter any trademark, trade name, copyright or other proprietary notices, legends, symbols, or labels appearing on or in the Software, Documentation, or Appliance. |
G | Export. The Appliance, Software, and Documentation may only be used in the United States, and any export of the Appliance, Software, or Documentation is strictly prohibited. You agree that the Appliance, Software, or Documentation will not be shipped, transferred, exported, or re-exported, directly or indirectly, into any country or used in any manner prohibited by the United States Export Administration Regulation or any other export laws, restrictions, or regulations (collectively the "Export Laws"). You represent, warrant, and covenant that (i) you are not a citizen, an entity, or otherwise located within, formed under, or subject to, an embargoed nation (including Cuba, Iran, Libya, North Korea, Russia, Sudan, and Syria) and that you are not otherwise prohibited under the Export Laws from receiving the Software, Documentation or Appliance, and (ii) you will not provide the Appliance, Software, or Documentation to any individual subject to the Export Laws. |
H | Limited Use. The Software, Documentation, and Appliance may only be used in connection with cybersecurity monitoring and for no other purpose. |
I | No Modification. You may not, and you agree not to modify, reproduce, release, perform, display, adapt, translate, disclose, or create derivative works based upon the Appliance, Software or Documentation. |
J | No Reverse Engineering. You may not, and you agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Software, or reduce the Software to human readable form. |
K | Appliance. With respect to the Appliance, you agree (i) not to install any other software on the Appliance, and (ii) to run only the CCG provided Software on the Appliance. You agree that you will not break-down, open, disassemble, modify, remove, or replace any parts of the Appliance, its hard drive, or any other components of the Appliance. You further agree that you will not remove any tamper- indicating seals. |
L | Benchmarking. You may not, and you agree not to publish or disclose to any third party the results of any testing or benchmarking without CCG’s prior written consent, which CCG may withhold in its sole discretion. |
EULA commences on the date of delivery and installation of the Appliance, or such other date as provided under a separate Agreement, and continues for a one-year period, except that if you received an Evaluation License for the Software, the License Term is thirty (30) days from the date of delivery and installation of the Appliance, or such other period as provided under such evaluation Agreement. The license to use the Software will remain in effect until terminated.
A | Termination. Except as may be provided under a separate Agreement, your license to use the Software will terminate: | |
i. | Evaluation Version. Automatically at the end of the evaluation period for the Software. |
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ii. | Non-Renewal. Automatically at the end of the License Term, if you have not renewed your license during the License Term. | |
iii. | Failure to Pay Licensing Fee. If you fail to pay the then-current renewal licensing fees for the Software, prior to the end of the License Term, CCG will provide you with email notice that your license to use the Software will terminate in thirty (30) days. If CCG does not receive payment of the necessary license fees within such thirty (30) day period, CCG may terminate your license to use the Software at the end of such thirty (30) day period. In the event that you elect to renew your license after the end of such thirty (30) day period, CCG reserves the right to charge you a reinstatement fee, in addition to its then current licensing fees. | |
iv. | Permitted Number of Interfaces. In the event you exceed the Permitted Number of Interfaces, CCG will provide you with email notice ten (10) days prior to terminating your license to use the Software. You may cure such breach by paying for any additional license fees to increase the Permitted Number of Interfaces, or discontinuing the use of any interfaces that exceed the Permitted Number of Interfaces, and notify CCG that you have cured your breach. CCG may terminate your license for cause, if you violate this paragraph more than two (2) times during any given License Term; CCG will provide you with a two-day (2- day) notice of termination to your email address. | |
v. | Breach of IP Rights. Immediately, if you breach any of the terms of Section 5 (“License Restrictions”) or Section 7 (“Confidentiality and Intellectual Property Rights”). | |
vi. | Other Breach. Except as provided in Paragraphs iv and v, under this Section 6.A, if you breach any of the terms of this EULA or any Agreement, CCG may terminate your license to use the Software with thirty (30) days’ notice to you, unless you cure such defect within such thirty (30) day period, and you notify CCG in writing within such thirty (30) day period that the breach has been cured, to the satisfaction of CCG. | |
vii. | At CCG’s Direction. At CCG’s direction, in the event that the Software infringes on a third party’s intellectual property rights, and CCG is unable to obtain rights for you to continue using the Software or is unable to create a work- around for you to continue using the Software. | |
B | Obligations Under Evaluation License. | |
i. | Uninstallation. Upon the ending of the evaluation period, you must cease all use of the Software. You will uninstall and delete any Software or copies of the Software on your computers, networks, or other devices, and provide written acknowledgement to CCG of its deletion. | |
ii. | Delete Your Data. Prior to returning the Appliances to CCG, it is your obligation to delete all your data from the Appliances using secure erasure procedures. CCG shall not be responsible for your data on the returned Appliances. | |
iii. | Return of Appliance. CCG will provide you with a return label for the Appliance and Documentation, and you agree to return the Appliance and Documentation within ten (10) days from the end of evaluation period. |
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iv. | Failure to Return. If you fail to return the Appliance and Documentation within ten (10) days from the end of the evaluation period, you will be obligated to pay CCG the cost for the Appliances. You covenant and agree to pay CCG the cost for the Appliances for your failure to return the Appliances. | |
C | Lockout Rights. Upon termination, for any reason, CCG will have the right to electronically lock-out the Software and any copies of the Software installed on any device. |
The Appliance, Software, Documentation, and any copies of the Software and Documentation are the intellectual property of and are owned by CCG and its licensors.
A | Protection. The structure, organization, and code of the Software are the valuable Confidential Information of CCG. |
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B | License, Not Sale. Your right to use the Software, Appliance, and Documentation is a license, not sale, and CCG and its licensors continue to own all right, title, and interest, including all copyright, patents, patents pending, trademarks, and trade secrets, to the Software, Appliance, and Documentation. |
C | Website. This EULA does not grant you any rights to use the content provided by or through the CCG Websites, nor does it grant any rights to the CCG Websites, other than the right to use the CCG Websites according to the terms of the EULA or any Agreement. All title and intellectual property rights (including copyrights, patents, trademarks, and trade secrets) in and to the CCG Websites (including related software, images, photographs, animations, video, audio, music, text, and content) are owned by CCG, its affiliates, or its licensors. All title and intellectual property rights in and to the information and content which may be accessed through use of the CCG Websites are the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. This Agreement does not grant you any rights to use such content, nor does it grant any rights to the CCG Websites, other than the right to use the CCG Websites according to the terms of the Agreement. |
D | Retention of Rights. CCG and its licensors retain all rights not expressly granted to you. |
A | Maintenance. CCG and its suppliers reserve the right, at any time, with or without prior notice to you, to restrict or suspend the functionality of the Software to perform maintenance activities and to maintain session control. |
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B | Service or Features. CCG reserves the right to change any of the features, content, or equipment authorized by CCG for use in connection with the cybersecurity monitoring functions or other functions of the Software, at any time, with or without notice to you. |
C | Remote Updates. CCG reserves the right to periodically Update the Software remotely and to make related changes to the settings and Software on the Appliance, or any equipment authorized by CCG for use in connection with the Software. You agree and covenant to permit such changes and access to your computer, the Appliances, and any such equipment authorized by CCG for use in connection with the Software. |
D | Access. You agree to provide CCG electronic access via the Internet to the Appliance to activate the Appliance, provide Updates, and perform maintenance activities; where such access may not be available due to security restrictions, youagree to provide CCG personnel physical access to the Appliance to activate the Appliance, provide Updates, and perform maintenance activities at the then-current rates for Services. |
A | Valid License. If CCG provides Updates to a previous version of the Software, you must possess a valid current license to such previous version in order to use such Updates. All Updates are provided to you on a license exchange basis. You agree that by using an Update you voluntarily terminate your right to use any previous version of the Software. As an exception, you may continue to use a previous version of the Software on the Appliance after receiving the Update but only to assist in the transition to the Update, provided that: (a) the Update and the previous versions are installed on the same Appliance; (b) the previous versions or copies thereof are not transferred to another computer; and (c) you acknowledge that any obligation CCG may have to support the previous versions of the Software may be ended upon availability of the Update. |
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B | Deployment. CCG, from time to time during the subscription term and without your separate permission or consent, may deploy Updates of, or replacements for, any Software, and as a result of the deployment you may not be able to use the applicable Software or Appliance (or certain functions of the Software or Appliance) until the Update is fully installed or activated. Updates may include both additions to, and removals of, any particular features or functionality offered by the Software or may replace it entirely, and CCG will determine the content, features and functionality of the Updates in its sole discretion. CCG is not required to offer you the option to decline or delay Updates, but in any event, you may need to download and permit installation of all available Updates to obtain maximum benefit from the Software. CCG may stop providing support for the Software until you have accepted and installed all Updates. CCG in its sole discretion will determine when and if Updates are appropriate and has no obligation to make any Updates available to you. |
“Commercial Computer Software,” and “Computer Software Documentation” as those terms are defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end-users (a) only as Commercial Computer Software and Commercial Computer Software Documentation, and (b) with only those rights as are granted to all other end-users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States. Canfield Consulting Group, LLC, 4104 Alfalfa Terrace, Olney, MD 20832.
You agree that upon request from CCG or CCG’s authorized representative, you will within thirty (30) days fully document and certify that use of any and all Software at the time of the request is in conformity with your valid licenses from CCG.
You represent and warrant that you have the legal authority to enter into this Agreement, that you are duly authorized and empowered to execute, deliver, and perform the terms under this EULA and any Agreement and that such action does not conflict with or violate any provision of law, regulation, policy, contract, or other instrument to which you are a party or by which you are bound, and that this EULA and any Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.
You acknowledge that you are responsible for all use of the Software and Appliances and for monitoring the data provided by the Appliance.
A | Limited Warranty. CCG provides a limited warranty for a period of thirty (30) days from the date of delivery of the Appliance. CCG warrants that when properly installed and used under normal conditions, the Software, and where applicable, the Appliance, will perform substantially in accordance with the Documentation. If the Software, and where applicable, the Appliance, does not perform substantially in accordance with the Documentation, the entire and exclusive liability of CCG and its licensors, suppliers, resellers, distributors and agents and your sole and exclusive remedy will be limited to replacement of the Software, and where applicable, the Appliance. |
B | AS IS. CCG DOES NOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING ANY SOFTWARE, APPLIANCE, OR DOCUMENTATION. THE REMEDY IN THIS SECTION STATES THE SOLE AND EXCLUSIVE REMEDIES FOR CCG’S BREACH OF WARRANTY. EXCEPT FOR THE FOREGOING LIMITED WARRANTY UNDER PARAGRAPH A OF THIS SECTION 14, THE SOFTWARE, APPLIANCE, AND DOCUMENTATION ARE PROVIDED “AS IS” AND CCG MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, DISCLAIMS ANY AND ALL WARRANTIES IMPLIED BY STATUTE, COMMON LAW, JURISPRUDENCE, COURSE OF DEALING, COURSE OF TRADE, OR OTHER THEORIES OF LAW, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABLE QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE, NONINFRINGEMENT OR NONINTERFERENCE OF THIRD PARTY RIGHTS OR TITLE, WITH REGARD TO THE SOFTWARE, APPLIANCES, AND DOCUMENTATION. |
C | NO PROVISIONING. CCG DOES NOT WARRANT THAT SOFTWARE OR APPLIANCE CAN BE PROVISIONED TO YOUR LOCATION, OR THAT PROVISIONING WILL OCCUR ACCORDING TO A SPECIFIED SCHEDULE, EVEN IF CCG HAS ACCEPTED YOUR ORDER FOR THE APPLIANCE OR SOFTWARE. |
D | INTERRUPTION. CCG DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE OR APPLIANCE, WILL BE UNINTERRUPTED OR ERROR FREE, THAT THE SOFTWARE OR APPLIANCE, WILL WORK PROPERLY ON ANY GIVEN DEVICE OR WITH ANY PARTICULAR CONFIGURATION OF THE APPLIANCE OR SOFTWARE, THAT THE SOFTWARE WILL BE COMPATIBLE WITH OR INTEGRATE WITH YOUR COMPUTER SYSTEMS. |
E | VIRUSES. CCG DOES NOT WARRANT THAT ANY OF THE SOFTWARE, APPLIANCES, OR OTHER EQUIPMENT AUTHORIZED BY CCG FOR USE IN CONNECTION WITH CYBERSECURITY MONITORING WILL PERFORM AT A PARTICULAR SPEED, BANDWIDTH OR DATA THROUGHPUT RATE, OR WILL BE SECURE, OR FREE OF VIRUSES, WORMS, DISABLING CODE OR CONDITIONS, OR THE LIKE. CCG SHALL NOT BE LIABLE FOR LOSS OF YOUR DATA, OR IF CHANGES IN OPERATION,PROCEDURES, OR SERVICES REQUIRE MODIFICATION OR ALTERATION OF YOUR EQUIPMENT (INCLUDING ANY OTHER EQUIPMENT AUTHORIZED BY CCG FOR USE IN CONNECTION WITH THE CYBERSECURITY MONITORING), RENDER THE SAME OBSOLETE OR OTHERWISE AFFECT ITS PERFORMANCE. |
F | WORK. CCG DOES NOT WARRANT THAT ANY SERVICES PROVIDED WILL BE OF WORKMANLIKE QUALITY OR WITHOUT NEGLIGANCE. |
G | ADVICE. NO ADVICE OR INFORMATION GIVEN BY CCG WILL CREATE A WARRANTY WITH RESPECT TO ADVICE PROVIDED. |
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CCG OR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (INDIVIDUALLY, IN COMBINATION, OR COLLECTIVELY, THE “CCG PARTIES”) BE LIABLE FOR (i) ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES WHATSOEVER, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, BUSINESS INTERRUPTION, LOSS OF INFORMATION, LOSS OF PROGRAMS, DAMAGE TO DATA, OR ANY OTHER PECUNIARY LOSS, ARISING OUT OF THE USE, PARTIAL USE, OR INABILITY TO USE THE SOFTWARE OR APPLIANCE, OR RELIANCE ON OR PERFOMANCE OF THE SOFTWARE OR APPLIANCES, OR THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, INCLUDING THOSE ARISING UNDER CONTRACT, TORT, NEGLIGENCE, OR STRICT LIABILITY, EVEN IF A CCG PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR DAMAGES, (ii) ANY CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY, OR (iii) ANY CLAIMS AGAINST YOU BY ANY OTHER PARTY. IN ANY CASE, CCG’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS EULA SHALL BE LIMITED TO A MAXIMUM OF UP TO $10. YOU AGREE TO RETURN, AT YOUR EXPENSE, THE APPLIANCES, AND UNINSTALL ALL COPIES OF THE SOFTWARE. NO REFUND WILL BE DUE WHERE YOU HAVE NOT PAID A LICENSING FEE.
ALL LIMITATIONS AND DISCLAIMERS STATED UNDER SECTIONS 14 AND 15 ALSO APPLY TO CCG’S THIRD-PARTY LICENSORS, SUPPLIERS, RESELLERS, AND DISTRIBUTORS, AS THIRD-PARTY BENEFICIARIES OF THIS AGREEMENT.
THE REMEDIES SET FORTH IN THIS EULA ARE YOUR SOLE AND EXCLUSIVE REMEDIES. YOU MAY HAVE ADDITIONAL RIGHTS UNDER CERTAIN LAWS (SUCH AS CONSUMER LAWS), WHICH DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY, CCG’S EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.
You agree to defend, indemnify and hold harmless the CCG Parties from and against all liabilities, costs and expenses, including reasonable attorneys’ and experts’ fees, related to or arising from your use of the Software, Appliances, or any other equipment used in connection with the cybersecurity monitoring (or the use of the Software, Appliances, or any other equipment by anyone else): (a) in violation of applicable laws, regulations, or this Agreement; or (b) in any manner that harms any person or results in the personal injury or death of any person or in damage to or loss of any tangible or intangible (including data) property.
Certain third parties, who provide the servers, may offer you the opportunity to acquire software, services and other products supplied by them or their third parties. You acknowledge that the applicable third party is solely responsible for its offerings and CCG makes no representations or warranties concerning those offerings and accepts no liability with respect to them, and if you acquire or use any of these third-party offerings, the offerings and your use of them will be governed by any license agreements, terms of use, privacy policies and/or other terms and conditions required by the third party.
This EULA will be governed by and construed in accordance with the laws of the state of Maryland without regard to its conflict of laws principles, except that (i) if you are a U.S. Government entity, this agreement is governed by the laws of the United States, and (ii) if you are a state or local government entity in the United States, this EULA and any Agreement is governed by the laws of that state. Any action to enforce this EULA and any Agreement must be brought in the State of Maryland. This choice of jurisdiction does not prevent either party from seeking injunctive relief in any appropriate jurisdiction with respect to a violation of intellectual property rights. This EULA will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
You agree that any unauthorized use or disclosure of the Confidential Information, or any threat thereof, would likely cause CCG or its licensors irreparable harm that could not be fully remedied by monetary damages. Thus, you agree that CCG or its licensors will have the right, in addition to any other remedy available to it, to injunctive or other equitable relief from a court of competent jurisdiction, without proof of actual damages, and without payment of any bond, as may be necessary to prevent any unauthorized use or disclosure of the Confidential Information.
CCG reserves the right to periodically update, change, or revise its EULA. In addition, Updates may be licensed to you by CCG with additional or different terms. This EULA and any Agreement is the entire agreement between CCG and you relating to the Software, Documentation, and Appliance, and supersedes any prior representations, discussions, undertakings, communications, or advertising relating to the Software and Appliance. If you have been provided a later version of this EULA with any Agreement, then that version of the EULA will control with respect to any conflict between the EULAs. The latest version of the EULA is posted on the CCG Website, which shall control in the event of a dispute.
If any part of this EULA is found void or unenforceable, it will not affect the validity of the balance of this EULA, which shall remain valid and enforceable according to its terms.
The headings in this EULA are for convenience and will not be used to interpret this EULA or any Agreement.
Except where otherwise indicated by context, any masculine term used in this EULA also includes the feminine, the plural includes the singular, and the singular includes the plural.
All notices required to be sent shall be sent to the addresses, facsimile numbers, or email addresses provided to CCG when you activated the Software under thisEULA or as provided under any Agreement, and shall be deemed given (i) on the date of mailing, if sent by certified mail or by a nationally recognized overnight courier (e.g. Federal Express, UPS, etc.), or (ii) on the date sent, if sent by facsimile transmission or email, provided confirmation of receipt is received. In the event notice is sent under clause (i), postage or delivery costs shall be prepaid. The addresses, facsimile numbers, or email addresses may be changed by the each of the parties from time to time by providing notice to the then current address, facsimile number, or email address of the party to receive notice.
No failure, delay or omission by a party in exercising any right, power or remedy provided by law or equity under this EULA shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy. No single or partial exercise of any right, power or remedy provided by law or equity under this EULA shall prevent any future exercise of it or the exercise of any other right, power or remedy. A waiver of any term, provision, condition or breach of this Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.
Any terms of this EULA which by their nature extend beyond expiration or termination of this Agreement shall remain in effect until fulfilled and shall bind the parties and their legal representatives, successors, heirs and assigns.
In the event of a dispute between the parties, the parties agree tomediate their dispute with a neutral mediator prior to proceeding with any legal action.