These Customer License Terms and Conditions (“Customer Terms”) between CyberDefenses, Inc. (“CyberDefenses”) and the customer who purchases content from CyberDefenses (“Customer”) form a binding agreement between CyberDefenses and Customer (the “Agreement”).
The Customer represents the single organization that wishes to use the Licensed Materials for the benefit of their single organization. In the case where the Licensed Materials is purchased by a Consultant on a behalf an organization that is being supported, the Customer represents the entity that will make use of the Licensed Materials within that internal business. A separate Agreement and purchase is required for each organization that will make use of the Licensed Material.
This Agreement governs the Customer’s use of content that is available for sale by CyberDefenses. This content may take the form of documentation, spreadsheets or templates of various documentation formats to allow the Customer to make use of the content to the benefit of an organization.
THESE CUSTOMER TERMS GOVERN CUSTOMER’S USE OF THE LICENSED MATERIALS IDENTIFIED AND PURCHASED BY THE CUSTOMER (the “Licensed Materials”). CUSTOMER SHOULD READ THESE CUSTOMER TERMS CAREFULLY.
CUSTOMER AGREES TO THESE CUSTOMER TERMS BY CLICKING THE “AGREE” BUTTON ASSOCIATED WITH THIS AGREEMMENT OR BY USING THE LICENSED MATERIALS. If CyberDefenses and Customer sign a written license agreement that specifically supersedes these Customer Terms, then that written agreement, and not these Customer Terms will govern Customer’s use of the Licensed Materials.
- LICENSE GRANT
- License Grant. Subject to all of the terms, conditions and restrictions contained in this Agreement (including, without limitation, all restrictions on use and termination rights contained herein), CyberDefenses hereby grants to Customer a limited, non-exclusive, non-transferable, license to use the Licensed Materials, solely for its internal business purposes during the Term (as defined herein).
- Reservation of Rights. The Licensed Materials are licensed and not sold, and CyberDefenses and its third party licensors, if any, reserve all rights not expressly granted to Customer, including any and all worldwide rights in or to all intellectual property rights in and to the Licensed Materials
- RESTRICTIONS AND RESPONSIBILITIES
- License Restrictions. Customer shall not, or permit any third party to, directly or indirectly (unless consented to by CyberDefenses in writing): (a) use the Licensed Materials for any purpose other than the internal business purposes of Customer;(b) sell, resell, license, sublicense, distribute, rent or otherwise transfer any Licensed Materials to any third party; (c) reverse engineer, decompile, disassemble or otherwise attempt to determine the internal manner of functioning of the Licensed Materials; (d) use the Licensed Materials for the benefit of any third party or (f) remove any proprietary notices or labels.
- Customer Responsibilities. Customer will: (a) be responsible for compliance with this Agreement by its employees, third party contractors or consultants; (b) be liable for any breach by any of its employees, third party contractors or consultants of the restrictions and obligations contained in this Agreement; (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Licensed Materials, and notify CyberDefenses promptly of any such unauthorized access or use; and (d) use the Licensed Materials only in accordance with this Agreement, and applicable laws and government rules and regulations, including, without limitation, all applicable import and export control laws.
- CONFIDENTIALITY; PROPRIETARY RIGHTS
- Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of CyberDefenses includes non-public information regarding features, functionality and performance of the Licensed Materials. The Receiving Party agrees: (i) to take reasonable precautions to protect the Proprietary Information of the Disclosing Party; and (ii) not to use (except in performance of the Licensed Materials or as otherwise permitted herein) or divulge to any third person the Proprietary Information of the Disclosing Party. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document: (a) is or becomes generally available to the public; (b) was in its possession or known by it prior to receipt from the Disclosing Party; (c) was rightfully disclosed to it without restriction by a third party; (d) was independently developed without use of any Proprietary Information of the Disclosing Party; or (e) is required to be disclosed by law.
- CyberDefenses shall own and retain all right, title and interest in and to (a) the Licensed Materials and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Licensed Materials, and (c) all intellectual property rights related to any of the foregoing.
- Customer hereby grants CyberDefenses a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Licensed Materials any suggestions, enhancement requests, recommendations, correction or other feedback provided by Customer relating to the Licensed Materials.
- FEES AND PAYMENT
- Customer will pay CyberDefenses the applicable fees required to purchase the Licensed Materials in accordance with the terms of this Agreement (the “Fees”). The Customer will be notified of such terms through a payment process on the CyberDefenses website by the CyberDefenses personnel.
- The Customer shall pay the Fees prior to the receipt or usage of the Licensed Materials. Where possible, Fees shall be paid via credit card through the CyberDefenses website. When requested by the Customer, CyberDefenses will invoice Customer for Fees due under this Agreement. All invoices are due and payable within thirty (30) days following Customer’s receipt of the invoice. Unpaid amounts are subject to an interest charge of 1.5% per month on any outstanding balance, or the maximum permitted by law. Customer shall reimburse CyberDefenses for all expenses of collection of past due amounts.
- Customer is responsible for all taxes associated with Licensed Materials other than U.S. taxes based on CyberDefenses’ net income
- TERM AND TERMINATION
- Subject to earlier termination as provided below, this Agreement provides for the perpetual use of the Licensed Materials.
- In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ written notice (or five (5) days’ written notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Upon termination of the agreement, the Customer shall no longer make use of the Licensed Materials and shall destroy or return to CyberDefenses all provided content and/or any derivative works.
- All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
- DISCLAIMER OF WARRANTIES
- THE LICENSED MATERIALS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER. CYBERDEFENSES DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
- CYBERDEFENSES USES ITS COMMERCIALLY REASONABLE EFFORTS TO KEEP THE LICENSED MATERIALS UP-TO-DATE WITH INDUSTRY BEST PRACTICES. NONETHELESS, NO COMPUTER NETWORK OR SYSTEM CAN BE COMPLETELY SECURE. CYBERDEFENSES CANNOT ASSURE YOU THAT THE LICENSED MATERIALS WILL BE COMPLETE AND ACCURATE OR THAT THE USE OF THE LICENSED MATERIALS WILL PROTECT YOUR COMPUTER NETWORK OR SYSTEM FROM A CYBER ATTACK. ANY RELIANCE YOU PLACE ON THE LICENSED MATERIALS IS AT YOUR OWN RISK
- LIMITATION OF LIABILITY
- CYBERDEFENSES AND ITS LICENSORS AND SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE WITH RESPECT TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, FOR ANY: (A) INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR SPECIAL DAMAGES; OR (B) ANY MATTER BEYOND CYBERDEFENSES’ REASONABLE CONTROL; WHETHER OR NOT CYBERDEFENSES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- CYBERDEFENSES AND ITS LICENSORS AND SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR ANY DAMAGES OR OTHER LIABILITIES ARISING OUT OF OR RELATING TO THIS AGREEMENT THAT EXCEED, IN THE AGGREGATE (WHEN TAKEN TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS) THE FEES PAID BY CUSTOMER TO CYBERDEFENSES FOR THE LICENSED MATERIALS.
- To the extent a Customer purchase order or similar document contains terms and conditions that are different from or inconsistent with this Agreement, such terms are hereby rejected and this Agreement shall control over any such different or inconsistent terms.
- If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
- This Agreement is not assignable, transferable or sublicensable by Customer except with CyberDefenses’ prior written consent. CyberDefenses may transfer and assign any of its rights and obligations under this Agreement without consent.
- This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in writing signed by both parties, except as otherwise provided herein.
- All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
- This Agreement shall be governed by the laws of the State of Texas without regard to its conflict of laws provisions.
- In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorney's’ fees.
- No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind CyberDefenses in any respect whatsoever.