Hunters SaaS License Agreement
1. License and Services
Subject to the terms and conditions of this Agreement, Company hereby grants Customer a limited, non-exclusive, non-sublicensable, non-transferable and revocable license to remotely access the Company’s proprietary cyber-security software, which is provided via cloud service, on a Software as a Service (SaaS) basis, including any and all improvements, corrections, updates, new releases and new versions (whether or not created as part of the Services (as defined below)) and any related documentation (“Solution”) that Customer has purchased from Company’s authorized partner (“Partner”) in order use it for its internal purposes. You may only use the Solution in accordance with its documentation, subject to the use limitations indicated in the agreement entered between you and the Partner, including any purchase order (“Partner Order”) and applicable laws. To the extent any professional services are required for and requested by the Customer, such services will be set forth in the applicable Partner Order (“Services”). The Partner Order is, for the avoidance of doubt, in addition to, and without derogating from, any other use restrictions set forth herein.
Support and maintenance services are provided according to our Service Level Agreement attached hereto as Exhibit A (“SLA” ).
The provision of the Solution and/or Services is conditioned on Customer’s payment of the applicable fees as set forth in the Partner Order.
4. Customer Account
The Solution may only be used through a Customer account (“Account”). Such Account may be accessed solely by Customer’s representatives who are explicitly authorized by Customer to use the Solution (“Permitted Users”). Permitted Users must provide accurate and complete information. Customer will ensure that the Permitted Users keep the Account login details secure at all times and comply with the terms and conditions of this Agreement; and will be fully responsible for any breach of this Agreement by a Permitted User. Unauthorized access or use of the Account or the Solution must be immediately reported to the Company.
5. Prohibited Uses
Except as specifically permitted herein, without the prior written consent of the Company, Customer must not, and shall not allow any Permitted User or any third party to, directly or indirectly: (i) copy, modify, create derivative works of or distribute any part of the Solution (including by incorporation into its products); (ii) sell, license (or sub-license), lease, assign, transfer, pledge, or share Customer’s rights under this Agreement with any third party; (iii) use any “open source” or “copyleft software” in a manner that would require the Company to disclose the source code of the Solution to any third party; (iv) disclose the results of any testing or benchmarking of the Solution to any third party; (v) disassemble, decompile, reverse engineer or attempt to discover the Solution’s source code or underlying algorithms; (vi) use the Solution in a manner that violates or infringes any rights of any third party, including but not limited to, privacy rights, publicity rights or intellectual property rights; (vii) remove or alter any trademarks or other proprietary notices related to the Solution; (viii) circumvent, disable or otherwise interfere with security-related features of the Solution or features that enforce use limitations; (ix) export, make available or use the Solution in any manner prohibited by applicable laws (including without limitation export control laws); and/or (x) transmit any malicious code (i.e., software viruses, Trojan horses, worms, malware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable or shut down a computer system or any component of such computer system) or other unlawful material in connection with our Solution.
6. Third Party Components
The Solution may use or include third party software, files, libraries or components that are subject to third party open source license terms. A list of such components will be provided on demand and may be updated from time to time. Requests in connection with the foregoing may be forwarded to: email@example.com
7. Mutual Warranties
Each Party represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; and that the execution and performance of this Agreement will not conflict with other agreements to which it is bound or violate applicable law.
8. Intellectual Property Rights
The Solution is not for sale and is the Company’s sole property. All right, title, and interest, including any intellectual property rights evidenced by or embodied in, attached, connected, and/or related to the Solution and any and all improvements and derivative works thereof are and shall remain owned solely by Company or its licensors. This Agreement does not convey to Customer any interest in or to the Solution other than a limited right to use the Solution in accordance with the terms and conditions of this Agreement. Nothing herein constitutes a waiver of the Company’s intellectual property rights under any law.
If Company receives any feedback (e.g., questions, comments, suggestions or the like) regarding the Solution (collectively, “Feedback”), all rights, including intellectual property rights in such Feedback shall belong exclusively to Company and that such shall be considered Company’s Confidential Information and Customer hereby irrevocably and unconditionally transfers and assigns to Company without all intellectual property rights it has in such Feedback and waives any and all rights that Customer may have in respect thereto. It is further understood that use of Feedback, if any, may be made by Company at its sole discretion, and that Company in no way shall be obliged to make use of any kind of the Feedback or part thereof.
9. Limited Warranties
The Company represents and warrants that, under normal authorized use, the Solution shall substantially perform in conformance with its documentation. As the Customer’s sole and exclusive remedy and the Company’s sole liability for breach of this warranty, the Company shall use commercially reasonable efforts repair the Solution in accordance with the SLA. The warranty set forth shall not apply if the failure of the Solution results from or is otherwise attributable to: (i) repair, maintenance or modification of the Solution by persons other than the Company or its authorized contractors; (ii) accident, negligence, abuse or misuse of the Solution; (iii) use of the Solution other than in accordance with the Solution’s documentation; (iv) Customer’s failure to implement software updates provided by the Company specifically to avoid such failure; or (v) the combination of the Solution with equipment or software not authorized or provided by the Company. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SOLUTION IS PROVIDED ON AN “AS IS” BASIS, AND COMPANY EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE.
10. Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF DATA, REVENUE, BUSINESS OR REPUTATION, THAT ARISES UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, THE SOLUTION EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, COMPANY’S TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES AND LOSSES THAT ARISE UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR THAT RESULT FROM YOUR USE OF OR INABILITY TO USE THE SOLUTION, SHALL NOT IN ANY CIRCUMSTANCE EXCEED THE TOTAL AMOUNTS, IF ANY, ACTUALLY PAID BY YOU TO COMPANY FOR USING THE SOLUTION AND OR THE SERVICES WITHIN THE 6 MONTHS PRECEDING THE DATE OF BRINGING A CLAIM.
Company agrees to defend, at its expense, any third party action or suit brought against Customer alleging that the Solution, when used as permitted under this Agreement, infringes copyrights or trade secrets of a third party (“IP Infringement Claim”); and Company will pay any damages awarded in a final judgment against the Customer that are attributable to any such claim, provided that (i) Customer promptly notifies Company in writing of such claim; (ii) Customer grants Company the sole authority to handle the defense or settlement of any such claim, and (iii) provides Company with all reasonable information and assistance. Company will not be bound by any settlement that Customer enters into without Company's prior written consent.
If the Solution becomes, or in Company's opinion is likely to become, the subject of an IP Infringement Claim, then Company may, at its sole discretion: (a) procure for Customer the right to continue using the Solution; (b) replace or modify the Solution to avoid the IP Infringement Claim; or (c) Company may terminate this Agreement upon written notice to Customer and Company will refund Customer any amount pre-paid by Customer for the remaining unused period of the license.
Notwithstanding the foregoing, Company shall have no responsibility for IP Infringement Claims resulting from or based on: (i) modifications to the Solution made by a party other than Company or its designee;; or (ii) combination or use of the Solution with equipment, devices or software not supplied or authorized by Company or not in accordance with the documentation.
This Section states Company's entire liability, and Customer's exclusive remedy, for claims or alleged or actual infringement.
You agree to defend, indemnify and hold harmless Company, its affiliates, and its and their respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from your violation of any third party right, including without limitation any copyright, property, or privacy right. Without derogating from or excusing your obligations under this Section, we reserve the right (at your own expense), but are not under any obligation, to assume the exclusive defense and control of any matter which is subject to an indemnification by you if you choose not to defend or settle it. You agree not to settle any matter subject to an indemnification by you without first obtaining our express approval.
12. Term and Termination
This Agreement is effective during the term specified under the Partner Order, unless terminated by us or you. Each Party may terminate this Agreement immediately, in any of the circumstances set forth herein: (i) the other Party has breached any material provision hereof and has failed to remedy such breach within 30 days of the date of receipt of a written notice; or (ii) a receiver is appointed or applied for with respect to the other Party or its property or a petition in bankruptcy is filed by or against the other Party, or it makes an assignment for the benefit of creditors which has not been dismissed within 60 days. Upon termination of this Agreement, you shall cease all use of the Solution. This Section 12 and Sections 7 (Warranties), 8 (Intellectual Property Rights), 9 (Limited Warranties) 10 (Limitation of Liability), 11 (Indemnification), and 13 (Miscellaneous) shall survive termination of this Agreement.
This Agreement, including any exhibits attached or referred hereto, represents the complete agreement concerning the subject matter hereof and may be amended only by a written agreement executed by both Parties. The failure of either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach hereunder shall not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by Customer but may be assigned by Company without restriction or notification. This Agreement shall be governed by and construed under the laws of the State of Israel, without reference to principles and laws relating to the conflict of laws. You agree to submit to the personal and exclusive jurisdiction of the courts located in Tel Aviv, Israel, and waive any jurisdictional, venue, or inconvenient forum objections to such courts. This Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties. The Company will not be liable for any delay or failure to provide the Solution or Services resulting from circumstances or causes beyond the reasonable control of the Company. This Agreement may be executed in electronic counterparts, each of which counterpart, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement.