This End-User License Agreement (this “EULA,” and together with the setup form, subscription agreement or other agreement into which this EULA is incorporated by reference, collectively, the “Agreement”) contains certain terms and conditions on which Cyble Inc, (the “Company”) grants to the person identified as “Customer” in the Agreement (“Customer”) a limited license to use the Software (as defined below).
Customer will not, directly or indirectly (i) use the Software, or any Result Content, in violation of any applicable law, (ii) use the Software beyond the scope of the license granted under Section 2, (iii) license, sublicense, rent, lease, lend, sell, assign, distribute, publish, transfer or otherwise make available to any other person the Software, any features or functionality of the Software, or any information generated by or results arising from the operation of the Software, except as otherwise expressly provided in the Agreement, (iv) use any information generated by or results arising from the operation of the Software to harass or impersonate others, (v) use any Result Content in any manner that infringes any copyright, trademark, patent, trade secret or other proprietary right of any person, (vi) use the Software to knowingly access any personal, confidential, secret or other non-public information of any third party without such third party’s permission, (vii) except as specifically authorized by applicable law, harvest or collect any third party’s personal or confidential information, such as credit card numbers, confidential national ID numbers or account passwords, (viii) modify, translate, adapt, copy or otherwise create derivative works or improvements of the Software, (ix) reverse engineer, disassemble, decompile, decode or otherwise attempt to discern or gain access to the source code of the Software, (x) except to the extent contemplated by the Agreement, combine the Software with, or incorporate the Software in, any other program, (xi) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices provided on or with the Software, (xii) use the Software for purposes of competitive analysis of the Software or the development of a competing software product or service or (xiii) use the Software in any manner that could harm, infect, take over, disable, overburden or otherwise impair any of the Company’s or its service providers’ computer systems.
Customer will safeguard the Software against infringement, misappropriation, theft, misuse or unauthorized access using the access provided under the Agreement or otherwise by its employees, contractors and representatives and will keep any usernames and passwords associated with its use of the Software confidential. Customer is responsible for all use of the Software occurring under its account. Customer will promptly notify the Company of any unauthorized access of the Software under Customer’s account or disclosure or use of any username or password supplied to it by the Company for access to the Software.
Customer will comply with any reasonable request by the Company for information in connection with any investigation conducted by the Company to verify Customer’s compliance with this EULA.
Except as provided in Section 7, the Software is licensed to Customer “as is” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, except as provided in Section 7, the company expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Software (including the Result Content), including all implied warranties of merchantability, fitness for a particular purpose, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company gives no warranty or undertaking and makes no representation of any kind that the Software will meet customer’s requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any availability, performance or reliability standards, or be free of errors, viruses or other harmful elements.
In no event will the Company be liable to Customer for any use, interruption, delay or inability to use the software, lost revenues or profits, delays, interruption or loss of services, business or goodwill, loss or corruption of data, loss resulting from system or system service failure, malfunction or shutdown, failure to accurately transfer, read or transmit information, failure to correct, update or provide correct information, system incompatibility or provision of incorrect compatibility information, breaches in system security or any decision made or action taken by Customer in reliance upon results obtained from its use of the Software.
In no event will either party be liable to the other for any consequential, incidental, indirect, exemplary, special or punitive damages, whether arising out of or in connection with the Agreement, breach of contract, tort (including negligence) or otherwise, regardless of whether such damages were foreseeable and whether or not such party was advised of the possibility of such damages, in each case except (i) in the case of Customer’s infringement, misappropriation or other violation of the Company’s intellectual property rights associated with the Software and (ii) in connection with the obligations of the parties under Section 9.
Except in respect of the Company’s obligations under Section 9.2, in no event will the Company’s total liability under or in connection with the Agreement or its subject matter, under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability and otherwise, exceed the total amount paid to the Company pursuant to the Agreement in exchange for the license herein granted.
The limitations set forth in this Section 8 apply even if a party’s remedies under the Agreement fail of their essential purpose.
Confidential Information means any information (regardless of the form of disclosure or the medium used to store or represent it) of the Company including trade secrets and technical, financial or business information, data, ideas, concepts or know-how, that:
However, Confidential Information does not include any information that:
Customer acknowledges that it may have access to Confidential Information of the Company in connection with this Agreement, and that Company’s Information is of substantial value, which could be impaired if it were improperly disclosed to third parties or used in violation of this Agreement.
Customer being Recipient of Confidential Information under this Agreement must:
Notwithstanding the restrictions in section 10.3, if the Customer is required to disclose any of the Company’s Confidential Information by law, such as in response to a subpoena or requirement of any regulator, court, arbitral, administrative, or legislative body, the Customer shall:
Customer shall immediately, and at least within fourty-eight (48) hours, notify Company if Confidential Information of Company is used or disclosed in breach of this Agreement. As monetary damages may not be sufficient relief if anyone violates or threaten to violate the terms of this section, Company is immediately entitled to enforce its rights by specific performance or injunction proceedings, in addition to any other rights or remedies it may have.
Upon the Company’s request and upon termination of this Agreement (unless agreed otherwise by the parties at the time), Customer will return, destroy or delete permanently, all confidential information relating to the Company.
On termination of this Agreement, the Customer shall continue to keep the Company’s Confidential Information confidential for one (1) year in accordance with this section.
The Agreement is governed by and will be construed in accordance with the internal laws of the State of Georgia without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Georgia. Any legal suit, action or proceeding arising out of or related to the Agreement or the license granted hereunder will be instituted exclusively in the courts of United States or the courts of the State of Georgia, in each case located in the city of Alpharetta, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party's address set forth in the Agreement will be effective service of process for any suit, action or other proceeding brought in any such court.
The Agreement constitutes the sole and entire agreement between Customer and the Company with respect to the subject matter thereof, and supersedes all prior and contemporaneous negotiations, understandings and agreements, whether written or oral, between the parties with respect to such subject matter. In the event of any conflict between the provisions of this EULA and those of any other agreement between Customer and the Company in respect of the Software, the provisions of this EULA will control.
Customer will not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under the Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the Company’s prior written consent, which consent the Company may give or withhold in its sole discretion. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation or reorganization involving Customer (regardless of whether Customer is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations or performance under the Agreement for which the Company’s prior written consent is required.
The Agreement is for the sole benefit of the parties thereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer on any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of the Agreement.
The Agreement may be amended only by a written instrument signed by each of the parties thereto.
No waiver by any party of any of the provisions of the Agreement will be effective unless expressly set forth in writing and signed by the party so waiving. Except as otherwise set forth in the Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from the Agreement will operate or be construed as a waiver thereof, nor will any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
SLA (System Availability) does not apply to any :-
Scheduled maintenance undertaken with prior notice.
Emergency maintenance (which is maintenance necessary for the purposes of maintaining integrity or operation of the Services), required to be undertaken regardless of whether any prior notice has been provided or not by Cyble in relation thereto
All or any events of Force Majeure.
Any malicious attacks on the system
Issues associated with the Customer’s computing devices, local area networks or internet service provider connections
Inability to deliver services because of acts or omissions of Customer including breach, abuse or violation of all or any agreement concerning the services.
All such factors/causes which are beyond Cyble’s control including but not limited to:
If any term or provision of the Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.