THIS LIMITED USE SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) BETWEEN YOU (“LICENSEE”) AND SOPHOS LIMITED (“SOPHOS”) GOVERN LICENSEE’S ACCESS AND USE OF THE SOFTWARE AND/OR ANY SAMPLE CODE (“SOFTWARE”) ACCOMPANYING THIS AGREEMENT, AND ARE A LEGALLY BINDING AND ENFORCEABLE CONTRACT.
BY CLICKING A BOX INDICATING ACCEPTANCE OR AGREEMENT, OR BY ACCESSING OR USING THE SOFTWARE, LICENSEE AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT S/HE HAS THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT.
1. PURPOSE OF SOFTWARE USE
- Purpose: Use the Software to evaluate the capabilities of Sophos APIs.
- Modify the Software to enable use in a production environment and use the resulting modified software for proof of concepts and demonstration purposes.
1. LICENSE GRANT
This Agreement grants Licensee a limited, personal, non-transferable, non-exclusive, limited right to use the Software for the Purpose identified above. "Software" also includes any updates provided by Sophos, any modification made by Licensee, related documentation, material or information provided by Sophos.
As a condition to receiving the licenses granted in this Agreement, and except as provided in this Agreement, Licensee agrees not to (and not to permit any third party to): (a) use the Software for general production use; (b) rent, lease, distribute, sublicense, timeshare, assign, transfer, or otherwise permit access to the Software by any third party; (c) reverse engineer, disassemble, or decompile the Software, in whole or in part, except to the extent required by law to obtain interoperability with other independently created software; (d) modify or translate the Software; (e) create derivative works based on the Software; (f) or remove, alter, or obscure any proprietary rights notices contained in or affixed to the Software; (g) disable or circumvent any monitoring mechanism related to the Software; or (h) use the Software to create any product or service that competes directly or indirectly with any Sophos product or service.
Sophos retains all title, copyright and other proprietary rights in the Software and in any modification made to the Software, and all intellectual property rights relating thereto. Licensee does not acquire any rights, express or implied, in the Software, other than those specified in this Agreement. All rights not expressly granted herein are reserved to Sophos.
Licensee may provide suggestions, enhancement or feature requests, or other feedback to Sophos with respect to the Software (“Feedback”). If Licensee provides Feedback, Sophos may use the Feedback without restriction and without pay-ing any compensation to Licensee, and Licensee hereby irrevocably assigns to Sophos all intellectual property rights in and to such Feedback.
3. TERM & TERMINATION
This Agreement will commence immediately on the date Licensee initially accesses or uses the Software and will contin-ue unless terminated in accordance with this section. This Agreement will immediately terminate (i) without notice if Li-censee fails to comply with any terms of this Agreement; or (ii) upon written notice by Sophos. Upon expiration or termina-tion of this Agreement for any reason, any right, license or permission granted to Licensee with respect to the Software will immediately terminate and Licensee agrees to immediately cease use of, and to destroy, all copies of the Software and any other Confidential Information of Sophos, and to certify such destruction in writing. Sections 3, 6, 7, 8, 10, 11 and 12 will survive termination or expiration of this Agreement.
Sophos has no obligation to provide any support or maintenance for the Software.
5. EXCLUSION OF WARRANTY
THE SOFTWARE IS PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICU-LAR PURPOSE. Further, Sophos makes no representations or warranties regarding the integrity of data that Licensee transmits, transfers, stores, obtains or receives through use of the Software. Licensee assumes all risk arising from, and is solely liable for, any access or use of the Software, including, without limitation, the risk of damage to Licensee’s computer system, network and the Licensee Solution; the loss or corruption of data; and compliance with all applicable laws and regulations (including laws and regulations related to privacy and data protection).
6. LIMITATION OF LIABILITY
THE SOFTWARE IS PROVIDED AT NO FEE AND, ACCORDINGLY, IN NO EVENT WILL SOPHOS OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY LICENSEE OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF SOPHOS AND ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOPHOS’S LIABILITY FOR DAMAGES HEREUNDER WILL IN NO EVENT EXCEED ONE HUNDRED DOLLARS ($100).
Licensee will indemnify, defend, and hold Sophos, its affiliates, and their officers, directors, employees, contractors, and agents harmless against any claims, liabilities, and expenses (including court costs and reasonable attorneys' fees) that are incurred as a result of or in connection with Licensee’s access and use of the Software.
U.S. export control laws and other applicable local export, import and sanction laws govern the Licensee’s use of the Soft-ware including technical data. Licensee certifies that neither the Software, nor any direct product thereof will be exported, directly or indirectly, in violation of these laws, or used for any purpose prohibited by these laws, without limitation, nuclear, chemical or biological weapons proliferation or development of missile technology.
9. RESTRICTED RIGHTS
The Software is deemed to be “commercial computer software” and “commercial computer software documentation” as defined in DFARS Section 227.7202 and FAR Section 12.212 , as applicable. Any use, modification, reproduction re-lease, performance, display or disclosure of the Software by the U.S. Government shall be solely in accordance with the terms of this Agreement.
For purposes of this Agreement, “Confidential Information” means all non-public proprietary information obtained by Licen-see in connection with this Agreement, whether verbally or in writing, and that is either identified as or should be reasonably understood to be confidential and/or proprietary, including without limitation the Software and information relating to the performance and operation of the Software, and related data and documentation. During the Term of this Agreement and for a period of five (5) years thereafter, Licensee will hold the Confidential Information in confidence and will not disclose the Confidential Information to any third party except for its employees, affiliates, and contractors who have a need to know and who are bound by written obligations at least as protective as the terms in this Section 10. Licensee will safeguard Con-fidential Information with at least the same degree of care that it utilizes to safeguard its own confidential information of like kind, but in any event not less than a reasonable degree of care. Licensee may only use the Confidential Information as necessary to exercise the license granted under this Agreement. Licensee may not disclose the results of any benchmark tests run on the Software without Sophos’s prior written consent. Such nondisclosure obligations will not apply to infor-mation that: (i) is known by Licensee without confidentiality obligations; (ii) is or has become public knowledge through no fault of Licensee; or (iii) is independently developed by Licensee. Licensee may disclose Confidential Information if required under a regulation, law or court order provided that Licensee provides prior notice to Sophos (to the extent legally permissible) and reasonably cooperates, at Sophos’s expense, regarding protective actions pursued by Sophos.
Licensee will keep accurate business records relating to its use of the Software for a period of three (3) years following termination of this Agreement. Upon Sophos’s request, Licensee will provide a report specifying (1) the total number and location of users or computers by country and (2) purpose for which the Software is being used. Sophos may, at its expense, audit Licensee’s compliance with this Agreement. Any such audit will be conducted during regular business hours at Licensee’s offices and will not interfere unreasonably with Licensee’s business activities. If the audit reveals Licensee owes fees to Sophos, Licensee will pay any fees due as a result of such audit within thirty (30) days of receiving an invoice from Sophos and will pay Sophos’s costs of such audit. Sophos’s right to receive such payment will be in ad-dition to all other legal and equitable remedies available to Sophos related to Licensee’s non-compliance with this Agreement.
Licensee may not sublicense, assign, or transfer its rights or obligations under this Agreement. If any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions of the Agreement will remain in force to the fullest extent permitted by law. Failure by either party to enforce any term or condition of this Agreement will not be con-strued as a waiver of any of its rights under it. This Agreement will be governed by and construed under the laws of Eng-land and Wales, without regard to conflict of laws principles. This Agreement constitutes the entire agreement of the par-ties concerning its subject matter and supersedes any and all prior or contemporaneous written or oral negotiations, cor-respondence, understandings and agreements between the parties respecting the subject matter of this Agreement. No amendment to this Agreement will be binding unless evidenced by a writing signed by the party against whom it is sought to be enforced.