COSOSYS / ENDPOINT PROTECTOR SOFTWARE END USER LICENSE AGREEMENT
COSOSYS LIMITED AND/OR ITS AFFILIATES (“COSOSYS”) IS WILLING TO LICENSE THE COSOSYS SOFTWARE TO YOU AS THE INDIVIDUAL, THE COMPANY, OR THE LEGAL ENTITY THAT WILL BE UTILIZING THE COSOSYS SOFTWARE (REFERENCED BELOW AS “YOU” OR “YOUR”) ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS END USER LICENSE AGREEMENT (“LICENSE AGREEMENT”). READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE USING THE COSOSYS SOFTWARE. THIS IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND COSOSYS. BY OPENING THE COSOSYS SOFTWARE PACKAGE, BREAKING THE COSOSYS SOFTWARE SEAL, CLICKING THE “I AGREE” OR “YES” BUTTON, OR OTHERWISE INDICATING ASSENT ELECTRONICALLY, OR LOADING THE COSOSYS SOFTWARE OR OTHERWISE USING THE COSOSYS SOFTWARE, OR USING THE COSOSYS SOFTWARE AS AN AUTHORIZED REPRESENTATIVE OF THE COMPANY NAMED ON THE APPLICABLE ORDER FORM ON WHOSE BEHALF YOU INSTALL AND/OR USE THE COSOSYS SOFTWARE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT CLICK THE “I ACCEPT” BUTTON AND MAKE NO FURTHER USE OF THE COSOSYS SOFTWARE. UNLESS OTHERWISE DEFINED HEREIN, CAPITALIZED TERMS WILL HAVE THE MEANING GIVEN IN THE “DEFINITIONS” SECTION OF THIS LICENSE AGREEMENT AND SUCH CAPITALIZED TERMS MAY BE USED IN THE SINGULAR OR IN THE PLURAL, AS THE CONTEXT REQUIRES.
“Affiliates” means, with respect to a party at a given time, an entity that then is directly or indirectly controlled by, is under common control with, or controls that party, and here “control” means an ownership, voting or similar interest representing fifty percent (50%) or more of the total interests then outstanding of that entity.
„Authorized users” means Your employees or contractors who are authorized to use the CoSoSys Software, solely for Your internal business purposes, subject to the applicable Use Levels and otherwise in compliance with this Agreement.
“Content Updates” means content used by certain CoSoSys products which is updated from time to time, including but not limited to: updated intrusion detection data for intrusion detection products; updated policy compliance rules for policy compliance products.
“CoSoSys Software” means the Licensed Software and the Legacy Licensed Software.
“Documentation” means the user documentation CoSoSys provides with the CoSoSys Software, and any modified updated, or enhanced versions of such Documentation.
“Effective Date” means the start date of the Subscription Term as specified in the applicable Order Form and License Instrument.
“Intellectual Property Rights” means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights.
“Legacy Licensed Software” means a CoSoSys license accompanying this License Agreement that is not, as of the date of this Agreement, licensed, marketed or sold by CoSoSys to new customers but are in the use of certain existing customers.
“License Instrument” means one or more of the following applicable documents which further defines Your license rights to the CoSoSys Software: a Support Certificate in case of a Legacy Licensed Software, and/or a written agreement between You and CoSoSys, that accompanies, precedes or follows this License Agreement, and/or an Order form.
“Licensed Software” means the CoSoSys software product that is not a Legacy Licensed Software, in object code form, accompanying this License Agreement, including any Documentation included in, or provided for use with, such software or that accompanies this License Agreement.
“Order Form” means an order form entered into between You and CoSoSys for Your purchase of the CoSoSys Software.
“Subscription” means a subscription license to access and use the Licensed Software and to receive Support during the applicable Subscription Term.
“Subscription Fees” has the meaning given to such term in Section 3.1.
“Subscription Term” means the subscription term for Customer’s access and use of CoSoSys’ products set forth in the applicable Order form.
“Support Certificate” means the certificate sent by CoSoSys confirming Your purchase of the applicable CoSoSys maintenance/support for the Legacy Licensed Software.
“Support” means CoSoSys’ standard Support services and has the meaning given to such term in Section 10.
“Upgrade” means any version of the CoSoSys Software that has been released to the public and which replaces the prior version of the CoSoSys Software on CoSoSys’ price list pursuant to CoSoSys’ then-current upgrade policies.
“Use Level” means the license use meter or model (which may include operating system, hardware system, application or machine tier limitations, if applicable) by which CoSoSys measures, prices and licenses the right to use the CoSoSys Software, in effect at the time an order is placed for such CoSoSys Software, as indicated in the applicable License Instrument.
2. COSOSYS SOFTWARE.
2.1 LICENSE GRANT.
Subject to Your compliance with the terms and conditions of this License Agreement, including payment of all applicable fees, CoSoSys grants to You the following rights: (i) a non sublicensable, non-exclusive, non-transferable (except as stated otherwise in Section 16.1), limited license, solely during the Subscription Term or Trial Period (defined below), as applicable, to install, execute and use, and permit End Users to install, execute and use the CoSoSys Software solely in support of Your internal business operations in the quantities and at the Use Levels described in and the applicable License Instrument and only in accordance with the Documentation; and (ii) the right to make a single uninstalled copy of the CoSoSys Software for archival purposes which You may use and install for disaster-recovery purposes (i.e. where the primary installation of the CoSoSys Software becomes unavailable for use).
Subject to termination as set forth in Section 14 (Termination) of this Agreement, the term of this Agreement will commence on the Effective Date and will continue for as long as the Licensed Software is being provided to You under the Order Form and this Agreement, or, in case of the Legacy Licensed Software, until You cease using the corresponding CoSoSys product. The term of the Licensed Software and the corresponding periodic Subscription Fees set forth in an Order Form shall automatically renew for successive terms equal in duration to the initial Subscription Term unless either party notifies the other party in writing, not less than sixty (60) calendar days before the expiration of the then-current Subscription Term, that such party does not wish to renew the license for an additional Subscription Term. The renewal of the Legacy Licensed Software will be separately negotiated at the expiration of the corresponding support and updates period. For avoidance of any doubt, CoSoSys may change its fees and payment terms at any time in its sole discretion provided that such changes will not take effect for You until the start of the next Subscription Term (as specified in the applicable Order Form). CoSoSys will provide written notice in advance to You of any changes to the fees that may affect the Subscription purchased by You. Except as expressly provided in the applicable Invoice, Contract or Order Form, renewal of promotional or one-time priced subscriptions will be priced at the applicable list price in effect at the time of the applicable renewal.
2.3 INTELLECTUAL PROPERTY RIGHTS.
CoSoSys or its licensors retain all right, title and interest in and to the CoSoSys Software and related Documentation and materials (and any and all copies thereof) including, without limitation, any and all Intellectual Property Rights thereto. Title to the CoSoSys Software shall not pass from CoSoSys to You, and the CoSoSys Software and all copies thereof shall at all times remain the sole and exclusive property of CoSoSys.
2.4. LICENSE RESTRICTIONS.
You may not (and you will not allow any third party), conduct, cause or permit the: (i) use, copying, distribution, modification, assigning, rental, lease, sublease, sublicense, or transfer of the CoSoSys Software except as expressly provided in this License Agreement; (ii) creation of any derivative works based on the CoSoSys Software; (iii) reverse engineering, disassembly, or decompiling of the CoSoSys Software (except that You may decompile the CoSoSys Software for the purposes of interoperability only to the extent permitted by and subject to strict compliance under applicable law. In such event You must first request such code from CoSoSys in writing in advance) or otherwise attempt to derive the structure of the CoSoSys Software or the source code from the CoSoSys Software; (iv) use of the CoSoSys Software in connection with service bureau, facility management, timeshare, service provider or like activity whereby You operate or use the CoSoSys Software for the benefit of a third party; (v) use of the CoSoSys Software by any party other than You; (vi) use of a later version of the CoSoSys Software other than the version that accompanies this License Agreement unless You have separately acquired the right to use such later version through a License Instrument; nor (vii) use of the CoSoSys Software above the quantity and Use Level that have been licensed to You under the applicable License Instrument and Order Form; (viii) use or access the CoSoSys Software in order to build a similar or competitive product or service or disclose to any third party any benchmarking or comparative study involving any CoSoSys product; (ix) remove or alter in any way any proprietary rights notices in the CoSoSys Software or Documentation; (x) violation of any applicable laws or regulations. You acknowledge that the CoSoSys Software may include features that prevent the use of the Licensed Software after the expiration of the Subscription term and/or if Your use of the CoSoSys Software is inconsistent with this Agreement. You agree that you shall not permit any person other than End Users to access and use the CoSoSys Software, and shall ensure that End Users use the CoSoSys Software solely in accordance with this Agreement, the Documentation and the applicable Use Levels. You acknowledge and agree that any breach of this Agreement by any End User will be deemed a breach by You.
3. PAYMENT AND FEES
a.) The fees and payment terms payable by You to CoSoSys for the Licensed Software will be set forth in each Order Form (“Subscription Fees”). At any time of the Subscription Term, You may submit an Order Form to increase the Use Levels and, upon CoSoSys’ acceptance of such Order Form, You shall pay the Subscription Fees for such increase, pro-rated for the remainder of Your then-current Subscription Term, and such Order Form shall renew concurrently with Your then-current Subscription for a period equal to Your initial Subscription Term.
b.) The fees and payment terms payable by You to CoSoSys for the renewal of the Legacy Licensed Software will be set forth in each Order Form.
(i) Unless otherwise agreed between the Parties, all CoSoSys prices are net, excluding VAT or any applicable sales tax. You must pay or reimburse CoSoSys for all Taxes arising out of the transactions contemplated by the Agreement. Here “Taxes” means any sales, VAT (value added tax), GST (goods and services tax), use, gross receipts, business and occupation, and other taxes (other than taxes on our income), export and import fees, customs duties, and similar charges imposed by any government or other authority. If You are required to pay or withhold any Taxes for payments due under the Agreement, You must gross up your payments so that CoSoSys receives all sums due in full and free of any deductions. If You are required to pay any Taxes to a taxing authority, You agree to provide documentation to CoSoSys upon CoSoSys’ request showing that You paid those Taxes. In such case, You and CoSoSys will work together to avoid any withholding tax if exemptions, or a reduced treaty withholding rate, are available. If CoSoSys qualifies for a tax exemption, or a reduced treaty withholding rate, CoSoSys will provide You with reasonable documentary proof. You will provide CoSoSys reasonable evidence that You paid the relevant authority for the sum withheld or deducted.
3.3 CHANGES TO FEES.
CoSoSys may change its fees and payment terms at its discretion, provided however, that such changes will not take effect for You until the start of the next Subscription Term (as specified in the applicable Order Form) or until the next renewal of the Legacy Licensed Software. CoSoSys will provide written notice in advance to You of any changes to the fees that may affect the Subscription purchased by You.
4.1. The CoSoSys Software is the proprietary property of CoSoSys or its licensors and is protected by copyright law. CoSoSys and its licensors retain any and all rights, title and interest in and to the CoSoSys Software, including in all copies, improvements, enhancements, modifications and derivative works of the CoSoSys Software. Title to the CoSoSys Software will not pass from CoSoSys to You, and the CoSoSys Software and all copies thereof will at all times remain the sole and exclusive property of CoSoSys. Your rights to use the CoSoSys Software shall be limited to those expressly granted in this License Agreement. All rights not expressly granted to You are retained by CoSoSys and/or its licensors.
4.2. To the extent You or any End User provides suggestions or feedback to CoSoSys regarding the functioning, features, and other characteristics of the CoSoSys Software, Documentation, or other materials or services provided or made available by CoSoSys (“Feedback”), You hereby grant CoSoSys a perpetual, irrevocable, non-exclusive, royalty free, fully-paid, fully-transferable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) under all of Your Intellectual Property Rights, for CoSoSys to use and exploit such Feedback in any manner and for any purpose.
5. CONTENT UPDATES.
5.1 In case of the Licensed Software, You are granted the right to use, as part of the Licensed Software, such Content Updates as and when they are made generally available to CoSoSys’ end user customers using the Licensed Software.
5.2 In case of the Legacy Licensed Software, if You purchase a CoSoSys maintenance/support offering consisting of or including Content Updates, as indicated on Your Support Certificate, You are granted the right to use, as part of the Legacy Licensed Software, such Content Updates as and when they are made generally available to CoSoSys’ end user customers using Legacy Licensed Software who have purchased such maintenance/support offering and for such period of time as indicated on the face of the applicable Support Certificate. This License Agreement does not otherwise permit You to obtain and use Content Updates.
CoSoSys reserves the right to require that any upgrades (if any) of the CoSoSys Software may only be obtained in a quantity equal to the number indicated on the applicable License
Instrument. An upgrade to an existing license shall not be deemed to increase the number of licenses which You are authorized to use. Additionally, if You upgrade a CoSoSys Software license, or purchase a CoSoSys Software license listed on the applicable License Instrument to cross-grade an existing license (i.e. to switch to a new license type, to increase its functionality, and/or transfer it to a new operating system, hardware tier or licensing meter), then CoSoSys issues the applicable Licensed Instrument based on the understanding that You agree to cease using the original license. Any such license upgrade or cross-grade is provided under CoSoSys policies in effect at the time of order. This License Agreement does not separately license You for additional licenses beyond those which You have purchased, and which have been authorized by CoSoSys as indicated on the applicable License Instrument.
7. LIMITED WARRANTY.
7.1. HARDWARE WARRANTY.
If CoSoSys provides the CoSoSys Software to You on a hardware server, CoSoSys warrants that the hardware server on which the CoSoSys Software is recorded will not be defective under normal use, for a period of ninety (90) days from delivery. CoSoSys will replace any defective hardware server returned to CoSoSys within the warranty period at no charge to You. The above warranty is inapplicable in the event the CoSoSys Software hardware server becomes defective due to unauthorized use of the CoSoSys Software. THE FOREGOING IS YOUR SOLE AND EXCLUSIVE REMEDY FOR COSOSYS’S BREACH OF THIS WARRANTY.
7.2. PERFORMANCE WARRANTY.
CoSoSys warrants that the CoSoSys Software, as delivered by CoSoSys and when used for its intended purpose and in accordance with CoSoSys' instructions, the CoSoSys Software will perform substantially in conformance with the Documentation for a period of ninety (90) days from delivery. If the CoSoSys Software does not comply with this warranty and such non-compliance is reported by You to CoSoSys within the ninety (90) day warranty period, CoSoSys will do one of the following, selected at CoSoSys’ reasonable discretion: either (i) repair the CoSoSys Software, (ii) replace the CoSoSys Software with software of substantially the same functionality, or (iii) terminate this License Agreement and refund the relevant license fees paid for such non-compliant CoSoSys Software. The above warranty specifically excludes defects resulting from accident, abuse, unauthorized repair, modifications or enhancements, or misapplication. This warranty will not apply: (a) if the CoSoSys Software is used other than in accordance with the Documentation, or in combination with materials not furnished by CoSoSys; (b) if the non-conformity was caused by misuse, use for an unintended purpose, unauthorized modifications or third-party products, software, services or equipment; or (c) is used in breach of this Agreement. THE FOREGOING IS YOUR SOLE AND EXCLUSIVE REMEDY FOR COSOSYS’S BREACH OF THIS WARRANTY.
8. WARRANTY DISCLAIMERS.
OTHER THAN THE LIMITED WARRANTY IN SECTION 7.1 and 7.2 ABOVE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COSOSYS AND ITS SUPPLIERS AND LICENSORS MAKE NO OTHER WARRANTIES OF ANY KIND UNDER THIS AGREEMENT AND EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE. COSOSYS AND ITS SUPPLIERS AND LICENSORS DO NOT WARRANT THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED, BE FREE FROM DEFECTS, OR MEET YOUR REQUIREMENTS.
9. INDEMNIFICATION. LIMITATION OF LIABILITY.
a.) By You. You will indemnify, defend, and hold harmless CoSoSys from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third-party claim: (i) regarding Your data; (ii) that your use infringes or misappropriates any patent, copyright, trade secret or trademark of a third party; or (iii) regarding Your, or your end users’, use of the CoSoSys Software in violation of this Agreement.
b.) By CoSoSys. CoSoSys will indemnify, defend, and hold You harmless from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) as a result of any final judgment or adjudication against You which provides that the CoSoSys Software appropriately used by You infringes or misappropriates any patent, copyright, trade secret or trademark of a third party, provided that You promptly notify CoSoSys of any and all threats, claims, and proceedings related thereto and give reasonable assistance. In such event, CoSoSys reserves the exclusive right to control and direct the investigation of such claim, defense, and settlement, if applicable, of the claim. You may participate and retain Your own counsel at Your own expense. The foregoing obligations do not apply to the extent arising from: (i) the CoSoSys Software or portions or components thereof (a) not created by CoSoSys; (b) that are modified after delivery by CoSoSys; and/or (c) combined with other products, processes, or materials where the alleged infringement relates to such combination; (ii) Your Environment; (iii) Your continued allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; (iv) Your use of the CoSoSys Software is not strictly in accordance with the Agreement and/or the Documentation; (v) You settle or attempt to settle any claim without Licensor’s involvement and prior written consent or (v) a Trial Version.
c.) In the event of a claim, or if CoSoSys believes a claim is likely, CoSoSys will (at its option and discretion) either: (i) procure the right to continue using the CoSoSys Software, or modify the CoSoSys Software so as to avoid the infringement; or (ii) refund the relevant pro-rata license fees paid for such CoSoSys Software. The foregoing shall be Your sole and exclusive remedy and CoSoSys’ sole and exclusive obligation with respect to any claim of intellectual property infringement.
9.2 LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL COSOSYS OR ITS LICENSORS, RESELLERS, SUPPLIERS OR AGENTS BE LIABLE TO YOU FOR (i) ANY COSTS OF PROCUREMENT OF SUBSTITUTE OR REPLACEMENT GOODS AND SERVICES, LOSS OF PROFITS, LOSS OF USE, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF OR CORRUPTION TO DATA, BUSINESS INTERRUPTION, LOSS OF PRODUCTION, LOSS OF REVENUES, LOSS OF CONTRACTS, LOSS OF GOODWILL, OR ANTICIPATED SAVINGS OR WASTED MANAGEMENT AND STAFF TIME; OR (ii) ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE, EVEN IF COSOSYS OR ITS LICENSORS, RESELLERS, SUPPLIERS OR AGENTS HAS BEEN ADVISED SUCH DAMAGES MIGHT OCCUR. COSOSYS’ AND ITS LICENSORS’ LIABILITY IN THE AGGREGATE UNDER THIS AGREEMENT WILL NOT, IN ANY EVENT, REGARDLESS OF WHETHER THE CLAIM IS BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EXCEED THE GREATER OF THE FEES YOU PAID IN THE PAST TWELVE (12) MONTHS FOR THE COSOSYS SOFTWARE GIVING RISE TO THE CLAIM. NOTHING IN THIS AGREEMENT SHALL OPERATE SO AS TO EXCLUDE OR LIMIT COSOSYS’S LIABILITY TO YOU FOR DEATH OR PERSONAL INJURY ARISING OUT OF NEGLIGENCE OR FOR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY LAW. THE DISCLAIMERS AND LIMITATIONS SET FORTH ABOVE WILL APPLY REGARDLESS OF WHETHER OR NOT YOU ACCEPT THE COSOSYS SOFTWARE, CONTENT UPDATES OR UPGRADES. YOU MAY NOT BRING A CLAIM UNDER THIS AGREEMENT MORE THAN EIGHTEEN (18) MONTHS AFTER THE CAUSE OF ACTION ARISES.
10.1 In case of the Licensed Software, during the applicable Subscription Term set forth in the License Instrument, and subject to Your payment of the applicable Subscription Fees, CoSoSys will use commercially reasonable efforts to provide You standard technical and operational support and maintenance services during CoSoSys’ normal business hours, in accordance with CoSoSys’ then-current Maintenance and Support Policy.
10.2 In case of the Legacy Licensed Software, CoSoSys has no obligation under this License Agreement to provide maintenance/support for the Legacy Licensed Software. Any maintenance/support purchased for the Legacy Licensed Software is subject to CoSoSys’ then-current maintenance/support policies.
11. SOFTWARE EVALUATION.
If the CoSoSys Software is provided to You for evaluation purposes (the “Trial Version”) and You have an evaluation agreement with CoSoSys for the CoSoSys Software, Your rights to evaluate the CoSoSys Software will be pursuant to the terms of such evaluation agreement. If You do not have an evaluation agreement with CoSoSys for the
CoSoSys Software and if You are provided the CoSoSys Software for evaluation purposes, the following terms and conditions shall apply. CoSoSys grants to You a nonexclusive, temporary, royalty-free, non-assignable license to use the CoSoSys Software solely for internal non-production evaluation, and subject to any and all technical limitations implemented by CoSoSys in the Trial Version. Such evaluation license shall terminate (i) on the end date of the pre-determined evaluation period, if an evaluation period is pre determined in the CoSoSys Software or (ii) thirty (30) days from the date of Your initial installation of the CoSoSys Software, if no such evaluation period is pre-determined in the CoSoSys Software (“Evaluation Period”), in each case this Agreement will automatically terminate (without the requirement of providing any termination notice). The CoSoSys Software may not be transferred and is provided “AS IS” without warranty of any kind or any support or other services (including any updates or upgrades). You are solely responsible to
take appropriate measures to back up Your system and take other measures to prevent any loss of files or data. The CoSoSys Software may contain an automatic disabling mechanism that prevents its use after a certain period of time. Upon expiration of the CoSoSys Software Evaluation Period, You will cease use of the CoSoSys Software and destroy all copies of the CoSoSys Software. In addition to the restrictions set forth in Section 2.4, You will not attempt to circumvent, dismantle, or otherwise interfere with any time-control disabling functionality in the Trial Version that causes the Trial Version to cease functioning upon the expiration of the Trial Period.
12. U.S. GOVERNMENT RESTRICTED RIGHTS.
For purposes of sales to government entities in the United States, the CoSoSys Software and the accompanying Documentation are deemed to be “commercial computer software” and “commercial computer software documentation”, respectively, pursuant to DFARS Section 227.7202 and FAR Section 12.212(b), as applicable. Any use, modification, reproduction, release, performing, displaying, or disclosure of the CoSoSys Software or the accompanying Documentation by or for the U.S. Government will be governed solely by the terms and conditions of the Agreement, in conjunction with statutes, regulations, and the terms of the GSA Schedule.
13. EXPORT REGULATION.
You hereby agree that You will use, disclose and/or transport the CoSoSys Software in accordance with any applicable export control laws and regulations and that You are solely responsible for fulfilling any applicable governmental requirements in connection with Your use, disclosure and/or transport of the CoSoSys Software and relating to any transfer. You agree to indemnify and hold CoSoSys harmless from and against any claim, loss, liability or damage suffered or incurred by CoSoSys resulting from or related to Your violation of this paragraph. You hereby agree that You will not export, use or sell the CoSoSys Software in connection with chemical, biological, or nuclear weapons, or missiles, drones or space launch vehicles capable of delivering such weapons or otherwise for any military purposes.
14.1 These Terms are effective as of the Effective Date and will continue for as long as the CoSoSys Software is being provided to You under this Agreement. Either party may terminate this Agreement immediately without further notice if the other party breaches its obligations under this Agreement and does not remedy such breach within thirty (30) calendar days of the date on which the breaching party receives written notice of such breach from the non-breaching party. Additionally, either party may terminate this Agreement and any or all Order Forms without liability to the other party if the other enters into compulsory or voluntary liquidation, ceases for any reason to carry on business, or takes or suffers any similar action that the other party reasonably believes will materially impair its performance under the Agreement (including payment of fees) and such proceedings and/or actions are not dismissed or resolved in ninety (90) days.
14.2 Effects of Termination. Upon the termination of this Agreement for any reason: (i) the licenses and rights granted to You under this Agreement in respect of the CoSoSys Software will terminate, and You and your End Users will immediately cease use of the CoSoSys Software; (ii) CoSoSys’ obligations to provide Support will immediately terminate; (iii) You will pay to CoSoSys the full amount of any outstanding fees due hereunder. In no event will termination relieve You of your obligation to pay any fees payable to CoSoSys under an Order Form, invoice or similar ordering document. To the maximum extent permitted by law, all Fees paid or payable are non-refundable. YOU ACKNOWLEDGE AND AGREE THAT THE COSOSYS SOFTWARE MAY CONTAIN DISABLING CODE THAT (EITHER AUTOMATICALLY OR AT COSOSYS’ CONTROL) WILL RENDER THE COSOSYS SOFTWARE (AND RELATED DATA) UNUSABLE UPON TERMINATION OR YOUR BREACH OF THIS AGREEMENT. All logs and reports will still be accessible after termination.
The following provisions of this License Agreement survive termination of this License Agreement: Definitions, License Restrictions and any other restrictions on use of intellectual property, Ownership/Title, Warranty Disclaimers, Limitation of Liability, U.S. Government Restricted Rights, Effects of Termination, European Union Restricted Rights, Export Regulation, Survival, General or any other clause(s) which by their nature are intended to continue beyond the termination or expiration of this Agreement.
You may not assign the rights granted hereunder or this License Agreement, in whole or in part and whether by operation of contract, law or otherwise, without CoSoSys’ prior express written consent, except that You may, without such consent, assign or transfer this Agreement, in whole, pursuant to a transfer of all or substantially all of Your business and assets, whether by merger, sale of assets, sale of stock, or otherwise. CoSoSys may freely assign or transfer this Agreement hereunder without Your consent, provided that it agrees to give notice of any such assignment where feasible. The provisions hereof are for the benefit of the parties only and not for any other person or entity.
16.2. COMPLIANCE WITH APPLICABLE LAW.
You are solely responsible for Your compliance with, and You agree to comply with, all applicable laws, rules, and regulations in connection with Your use of the CoSoSys Software.
16.3. GOVERNING LAW; SEVERABILITY; WAIVER.
This License Agreement will be governed by the English Law. Such governing laws are exclusive of any provisions of the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act, including any amendments thereto, and without regard to principles of conflicts of law. If any provision of this License Agreement is found partly or wholly illegal or unenforceable, such provision shall be enforced to the maximum extent permissible, and remaining provisions of this License Agreement shall remain in full force and effect. No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise. A waiver of any breach or default under this License Agreement shall not constitute a waiver of any other subsequent breach or default.
16.4. THIRD PARTY PROGRAMS.
The CoSoSys Software may incorporate and consist of third-party software programs (“Open Source Software”) which You may use under the terms and conditions of the specific license under which the Open Source software is distributed, which are available here, and such Open Source Software is not licensed to You under the terms of this Agreement. Title to Open Source Software remains with the applicable licensor(s). Any Open Source Software provided with or contained in the Product is provided "AS IS" and without any warranty of any kind. This License Agreement does not alter any rights or obligations You may have under those open source or free software licenses. Notwithstanding anything to the contrary contained in such licenses, the disclaimer of warranties and the limitation of liability provisions in this License Agreement shall apply to such Open Source Software.
16.5. CUSTOMER SERVICE.
Should You have any questions concerning this License Agreement, or if You desire to contact CoSoSys for any reason, please write to: (i) CoSoSys SRL, str. Somesului 14, 400145 Cluj-Napoca, Romania and/or (ii) to email@example.com.
Any notice, report, approval, authorization, agreement, or consent required or permitted hereunder will be in writing; notices will be sent to the address that the applicable party has or may provide by written notice or, if there is no such address, the most recent address the party giving notice can locate using reasonable efforts.
16.7. ENTIRE AGREEMENT.
This License Agreement and any related License Instrument are the complete and exclusive agreement between You and CoSoSys relating to the CoSoSys Software and supersedes and cancels any previous or contemporaneous oral or written communications, proposals, and representations with respect to its subject matter. This License Agreement prevails over any conflicting or additional terms of any purchase order, ordering document, acknowledgement or confirmation or other document issued by You, even if signed and returned. This License Agreement may only be modified by a License Instrument that accompanies or follows this License Agreement. If any term of this Agreement shall to any extent be declared invalid or unenforceable, such term or provision shall be enforced to the maximum extent permissible to effect the intent of the parties, and the remainder of this Agreement shall not be affected hereby, and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by the law. CoSoSys may amend the terms and conditions of this License Agreement at any time by notice to You. Such amended terms and conditions shall be binding upon You with effect from the date of such change. For the avoidance of doubt, such amended terms and conditions shall supersede any prior version of the License Agreement that may have been embedded in the CoSoSys Software itself. If You and CoSoSys have signed a separate written agreement covering the licensing and use of the CoSoSys Software, the terms and conditions of such signed agreement shall take precedence over any conflicting terms and conditions of this License Agreement.
17. ADDITIONAL TERMS AND CONDITIONS.
Your use of the CoSoSys Software is subject to the terms and conditions below in addition to those stated above.
17.1. You may use the CoSoSys Software for the number of licensed User(s) and at the Use Levels as have been licensed to You by CoSoSys herein and as indicated in the applicable License Instrument. Your License Instrument shall constitute proof of Your right to make and use such copies. For purposes of this License Agreement, “User(s)” means an individual person and/or device authorized by You to use and/or benefits from the use of the CoSoSys Software, or is the person and/or device who actually uses any portion of the CoSoSys Software.
17.2. Notwithstanding anything to the contrary contained in this License Agreement, each running instance (physical and/or virtual) of such CoSoSys Software must be licensed. You create an “instance” of software by executing the software’s setup or install procedure. You also create an “instance” of software by duplicating an existing instance. References to software include “instances” of the software. You “run an instance” of software by loading it into memory and executing one or more of its instructions. Once running, an instance is considered to be running (whether or not its instructions continue to execute) until it is removed from memory.
17.3. Privacy; Data Protection. You agree that CoSoSys may process technical and related information about You and Your End Users’ use of the CoSoSys Software (which may include hardware identification, operating system, application software, peripheral hardware, internet protocol address etc.) as well as about the performance of the CoSoSys Software in accordance with its Privacy Notice. Each party will comply with its respective obligations under applicable data protection legislation and/or regulations (“Applicable Data Laws”) and will maintain appropriate administrative, physical, technical, and organizational measures that provide an appropriate level of security. You represent and warrant that, with respect to any customer data (including, without limitation, any Personal Data), transmitted, hosted, stored or processed using the CoSoSys Software (i) You are in compliance with all Applicable Data Laws, and (ii) You have obtained all permissions and/or approvals from each applicable data source as may be necessary or required to transmit such data through the CoSoSys Software. In addition, You agree, at CoSoSys’ request, to execute and/or enter into any documents, agreements, statements, or policies deemed necessary or appropriate by CoSoSys in its discretion to comply with any Applicable Data Laws with respect to any Personal Data. CoSoSys may disclose the collected information if asked to do so by a law enforcement official as required or permitted by law or in response to a subpoena or other legal process. In order to promote awareness, detection and prevention of removable storage risks, CoSoSys may use statistics derived from the information to track and publish reports on security risk trends. By using the CoSoSys Software, you acknowledge and agree that CoSoSys may collect, transmit, store, disclose and analyze such information for these purposes.
Copyright © 2004 – 2021 CoSoSys SRL and its licensors. All rights reserved.
CoSoSys reserves the right to change specifications without notice. Use of this product is subject to the acceptance of the End User License Agreement upon installation of the Software. www.CoSoSys.com, www.EndpointProtector.com
If you have any questions concerning this Agreement, please contact us at firstname.lastname@example.org