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:
A | “AdminCore” means the components of the Software Solutions that provide the central architecture that receives data from the Sensor(s) and provides the monitoring function, detection, analysis, artificial intelligence functions, threat response, and data storage and retention for CheckMate, and resides on the server(s) supplied by CCG. |
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B | “Agreement” means any separate agreement between you and (i) CCGor (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 hardware components on which the Software Solutions for the AdminCore and Sensors reside. |
D | “CCG” means Canfield Consulting Group, LLC, a Maryland limited liability company, 4104 Alfalfa Terrace, Olney, Maryland 20832. |
E | “CCG” means Canfield Consulting Group, LLC, a Maryland limited liability company, 4104 Alfalfa Terrace, Olney, Maryland 20832. |
F | “CCG Website” means the URL www.phen-ai.com, which is comprised of various web pages, tools, information, software, content, and features, operatedby CCG. |
G | “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. |
H | “Documentation” means the associated media, printed materials, and “online” or electronic documentation distributed with the Appliance or its components describing the use, installation, operation, and maintenance of the Software Solutions, and their Updates. |
I | “Evaluation License” means the definition under Paragraph 2.A. |
J | “IP Rights” means the intellectual property rights, including copyrights, patents, patents pending, trademarks, and trade secrets, in and to the Appliance, AdminCore, Sensors, Software, Software Solutions, 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. |
K | “Include”, when used in this EULA, the word “include”, “includes”and “including”, shall be deemed to be followed by the phrase “without limitation.” |
L | “Include”, when used in this EULA, the word “include”, “includes”and “including”, shall be deemed to be followed by the phrase “without limitation.” |
M | “On-Premises License” means the definition under Paragraph 2.B. |
N | “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. |
O | “Sensor” means the components of the Software Solutions that reside on the hardware provided by CCG, and which collect and provide data to the AdminCore for monitoring, analysis, and action. |
P | “Service” means the services you have elected to receive from CCG under a separate services Agreement. |
Q | “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. |
R | “Software” means (i) all of the software code (whether as source code, object code, or application programming interfaces) of the all-in-one cybersecurity suite of software applications and products referred to as “CheckMate” that is comprised of CCG’s “Phen.(AI),” “Cognoscenti,” “CanSecure,” “NeTERS,” “SmartLog Analyzer,” and “Agent” software, and each of their underlying programs and subroutines, whether provided together, separately, in combination, or in components, directly on the Appliance, its components, on other devices, or by electronic download, on physical media, or by any other method of distribution, and (ii) Updates. |
S | “Software Solutions” means the different components of the application programming interface of the Software that are installed on the Appliance, or other devices, that permit Customer to interact with CheckMate, and excludes the source code and object code of the Software.. |
T | “Update” means any upgrades, updates, patches, additions, deletions, and modifications to the Software. |
U | “You” means an individual or any legal entity that obtained the Software Solutions 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 Solutions. The Software Solutions shall be designated for “evaluation purposes,” “EVAL,” or other similar designations, 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 SOLUTIONS ARE PROVIDED “AS IS”. ACCESS TO AND USE OF ANY OUTPUT FILES CREATED BY SUCH EVALUATION SOFTWARE SOLUTIONS IS ENTIRELY AT YOUR OWN RISK. |
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B | On-Premises License. The license that permits the installation and use of the Software Solutions 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 Solutions by connecting to the CCG Website through the Internet.
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 Solutions 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 Solutions and Documentation, during the evaluation period, for monitoring up to the Permitted Number of Interfaces at the authorized Sites for evaluating the Software Solutions 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 Solutions 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 Solutions or Documentation for timesharing or service bureau purposes, (ii) distribute, sublicense, or otherwise provide the Software Solutions or Documentation for use by the public or third parties, (iii) sell, reproduce, assign, or transfer your rights in the Software Solutions or Documentation to any third party, or (iv) authorize all or any portion of the Software Solutions or Documentation to be copied onto, or distributed to, another user's computer. |
C | No Concurrent Use. The Software Solutions may not be shared, installed, or used concurrentlyon different computers, unless an additional license fee for such use has been paid. |
D | Monitoring. The Software Solutions 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 Solutions is permitted, including use of the Software Solutions (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 Solutions, Documentation, or Appliance. |
G | Export. The Appliance, Software Solutions, and Documentation may only be used in the United States, and any export of the Appliance, Software Solutions, or Documentation is strictly prohibited. You agree that the Appliance, Software Solutions, 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 Solutions, Documentation or Appliance, and (ii) you will not provide the Appliance, Software Solutions, or Documentation to any individual subject to the Export Laws. |
H | Limited Use. The Software Solutions, Documentation, and Appliance may only be used in connectionwith 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 Solutions 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 Solutions, or reduce the Software Solutions 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 Solutions 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 tamperindicating 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. |
A | Termination. Except as may be provided under a separate Agreement, your license to use the Software Solutions will terminate: | |
i. | Evaluation Version. Automatically at the end of the evaluation period for the Software Solutions. | |
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 Solutions, prior to the end of the License Term, CCG will provide you with email notice that your license to use the Software Solutions will terminate in thirty (30) days. If CCG does not receive payment of thenecessary license fees within such thirty (30) day period, CCG may terminate your license to use the Software Solutions at the end of such thirty (30) dayperiod. 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 Solutions. 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. |
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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 Solutions 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. | |
B | Obligations Under Evaluation License. | |
i. | Uninstallation. Upon the ending of the evaluation period, you must cease all use of the Software Solutions. You will uninstall and delete any Software Solutions or copies of the Software Solutions 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. | |
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 Solutions and any copies of the Software Solutions installed on any device. |
A | Protection. The structure, organization, and code of the Software and Software Solutions arethe valuable Confidential Information of CCG. |
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B | License, Not Sale. Your right to use the Software Solutions, 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, Software Solutions, 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 EULA 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 Solutions 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 Solutions, at any time, with or without notice to you. |
C | Remote Updates. CCG reserves the right to periodically Update the Software Solutions remotely and to make related changes to the settings and Software Solutions on the Appliance, or any equipment authorized by CCGfor use in connection with the Software Solutions. 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 Solutions. |
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, you agree 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 Solutions, 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 Solutions. As an exception, you may continue to use a previous version of the Software Solutions 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 there of are not transferred to another computer; and (c) you acknowledge that any obligation CCG may have to support the previous versions of the Software Solutions 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 Solutions, and as a result of the deployment you may not be able to use the applicable Software Solutions or Appliance (or certain functions of the Software Solutions 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 Solutions 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 Solutions. CCG may stop providing support for the Software Solutions 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. |
A | Limited Warranty. CCG warrants that when properly installed and used in accordance with the Documentation, the CCG Technology will perform substantially in accordance with the Documentation for a period of thirty (30) days from the earlier to occur of: 1) the delivery date of the Software Solutions and 2) the delivery date of the Appliance. If the CCG Technology does not perform substantially in accordance with the Documentation, your sole and exclusive remedy will be limited to replacement of the Software Solutions, and where applicable, the Appliance. |
B | AS IS. CCG DOES NOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING CCG TECHNOLOGY. EXCEPT FOR THE FOREGOING LIMITED WARRANTY UNDER PARAGRAPH A OF THIS SECTION 14, THE CCG TECHNOLOGY IS PROVIDED ON “AS IS” AND “AS AVAILABLE” BASIS 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, FITNESS FOR ANY PARTICULAR PURPOSE, NONINFRINGEMENT OR NONINTERFERENCE OF THIRD PARTY RIGHTS OR TITLE, WITH REGARD TO THE CCG TECHNOLOGY. |
C | NO PROVISIONING. CCG DOES NOT WARRANT THAT THE CCG TECHNOLOGY 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 CCG TECHNOLOGY. |
D | INTERRUPTION. CCG DOES NOT WARRANT THAT THE CCG TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR FREE, THAT THE CCG TECHNOLOGY WILL WORK PROPERLY ON ANY GIVEN DEVICE OR WITH ANY PARTICULAR CONFIGURATION OF THE CCG TECHNOLOGY, OR THAT THE CCG TECHNOLOGY WILL BE COMPATIBLE WITH OR INTEGRATE WITH YOUR COMPUTER SYSTEMS. |
E | VIRUSES. CCG DOES NOT WARRANT THAT ANY OF THE CCG TECHNOLOGY, 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. |
You agree to indemnify and hold harmless, and, at CCG’s option, defend CCG Parties from and against any and all losses, damages, liabilities, costs, and expenses, including court costs and reasonable attorneys’ and experts’ fees, related to or arising from any claim, suit, action, or proceeding based on your use of the CCG Technology, or any other equipment used in connection with the cybersecurity monitoring (or the use of the CCG Technology, or any other equipment by anyone else) due to (i) gross negligence or willful misconduct, (ii) use of the CCG Technology in a manner not authorized or contemplated by this EULA and/or the Documentation, (iii) use of the CCG Technology in combination with data, software, hardware, equipment, or technology, not provided by CCG or authorized by CCG in writing, (iv) modification to the CCG Technology not made by CCG, (v) use of any version other than the most current version of the CCG Technology delivered to you, (vi) violation of applicable laws, regulations, any Agreement or this EULA; or (vii) your use 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.