THE PARTIES TO THIS AGREEMENT ARE YOU (END USER) AND DEFENSYS PTE. LTD. ("DEFENSYS"). END USER MEANS THE ORGANIZATION FOR WHICH THE SOFTWARE IS DOWNLOADED OR INSTALLED AND IT IS REPRESENTED HEREBY THAT SUCH ORGANIZATION HAS AUTHORIZED THE PERSON ACCEPTING THIS AGREEMENT TO DO SO ON ITS BEHALF. FOR PURPOSES HEREOF THE TERM "ORGANIZATION" WITHOUT LIMITATION, INCLUDES ANY PARTNERSHIP, LIMITED LIABILITY COMPANY, CORPORATION, ASSOCIATION, JOINT STOCK COMPANY, TRUST, JOINT VENTURE, LABOR ORGANIZATION, UNINCORPORATED ORGANIZATION, OR GOVERNMENTAL AUTHORITY. USE OR INSTALLATION OF DEFENSYS SOFTWARE AND ANY UPDATES THERETO ("SOFTWARE") CONSTITUTES ACCEPTANCE BY YOU OF THE TERMS IN THIS AGREEMENT, AS AMENDED OR UPDATED FROM TIME TO TIME IN DEFENSYS’S DISCRETION BY DEFENSYS PUBLISHING AN AMENDED OR UPDATED VERSION.
DEFENSYS SHALL NOT BE BOUND BY ANY ADDITIONAL AND/OR CONFLICTING PROVISIONS IN ANY PURCHASE ORDER OR OTHER WRITTEN CORRESPONDENCE OR OTHER WRITTEN OR VERBAL COMMUNICATION UNLESS EXPRESSLY AGREED TO IN A WRITING SIGNED BY THE DEFENSYS DIRECTOR. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT START THE INSTALLATION PROCESS OR USE THE SOFTWARE. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU SHOULD IMMEDIATELY, AND IN NO EVENT LATER THAN FIVE (5) CALENDAR DAYS AFTER YOUR RECEIPT OF THE SOFTWARE, IMMEDIATELY NOTIFY DEFENSYS INFO@DEFENSYS.COM OF REQUESTED EULA CHANGES.
1. License Grant.
This is a license agreement ("EULA") between You (also referred to as End User) and Defensys, not a sales agreement. The term "Software", as used throughout this EULA, includes all Defensys software provided, and the term "Software" includes any accompanying documentation, any updates and enhancements of the software provided to You by Defensys, at its option. Defensys grants to You a nontransferable, non-exclusive, revocable (in the event of Your failure to comply with these terms, in the event of termination, or in the event Defensys is not properly paid for the applicable Software) license to download, install, store, load, execute, and display ("collectively use") the Software solely for Your internal business purposes, in accordance with the terms set forth in this EULA and subject to any further restrictions in Defensys documentation (including license term restrictions). The principle of software licensing is that one license key can be used for only one copy of the Software.
You agree that, except for the limited, specific license rights granted in this section 1, You receive no license rights to the Software.
2. Limitation on Use.
You are prohibited from and may not attempt to, and, if You are a corporation, You are responsible to prevent Your employees and contractors from attempting to: (a) modify, translate, reverse engineer, decompile, disassemble, create derivative works based on, sublicense, or distribute the Software; (b) rent or lease any rights in the Software in any form to any third party or make the Software available or accessible to third parties in any other manner; (c) transfer assign or sublicense right to any other person or entity (except as provided in section 6): (d) remove any proprietary notice labels or marks on the Software; (e) interfere with a platform for use of the Software; (f) use the Software on a device not owned and controlled by you; (g) use the Software for third party training, commercial time-sharing or service bureau use or (except as expressly set forth in this EULA) use the Software to provide services to third parties, (h) share non-public features or content of the software with any third party; (i) access the software in order to build a competitive product (software) or service, to build a product using similar ideas, features, functions or graphics of the software, or to copy any ideas, features, functions or graphics of the software.
You have the right to make a copy of the Software solely for back-up purposes and only to replace the legally owned copy if such copy is lost, destroyed or becomes unusable. This back-up copy cannot be used for other purposes and must be destroyed when you lose the right to use the Software or when Your license expires or is terminated for any other reason according to the legislation in force in the country of Your principal residence or in the country where You are using the Software.
Without prejudice to any other remedy in law or in equity that Defensys may have, in the event of any breach by End User of any of the terms and conditions of this EULA, Defensys shall at any time without notice to End User be entitled to terminate this EULA and deactivate access to the Software without refunding the purchase price or any part thereof.
3. Proprietary Rights. Intellectual Property Ownership.
All rights (including copyrights, trade secret, patent and other intellectual property rights), title, interest in and to the Software, and any copy thereof remain with Defensys. You acknowledge that no title or other intellectual property rights in the Software is transferred to You and You will not acquire any rights to the Software except for the specific limited license as expressly set forth in section 1 ("License Grant") above. You expressly agree and acknowledge that Defensys owns, retains, and shall retain all intellectual property rights in and to, and You have no intellectual property rights in and to, the Software other than the License Grant. You agree to keep confidential all Defensys confidential information and only to use such information for the purposes for which Defensys disclosed it.
4. Activation of Software license.
The principle of Software licensing is that one license key can be used for only one copy of the Software. Defensys reserves the right to use any means and verification procedures to verify the validity of the license and/or legality of a copy of the Software installed and/or used on Your hardware. Where the license key (activation code) is used to activate the Software, in order to verify legitimate use of the Software, You agree to periodically provide Defensys with the following information: type, version and localization of the installed Software, identifier of the Software installation on the hardware, activation code and the unique identifier of activation of the software. By using the license key (activation code), You give consent to automatically transmit the data specified in this section to Defensys. The license key (activation code) is bound to Your hardware on which the Software license was first activated. If You need to transfer a Software to other hardware, please contact Defensys technical support support@defensys.com
5. Term and Termination.
The term of the license is the shorter of (a) the term as set forth in the ordering documents (purchase orders etc.), other Defensys documentation, or per Defensys practices or policies (such as with trial (test) licenses or other term licenses) and (b) for the duration of Defensys's copyright in the Software. Defensys may terminate this EULA, and the licenses and other rights herein, immediately without notice if You breach or fail to comply with any of the terms and conditions of this EULA or for other reasons as stated in Defensys’s other documentation. You agree that, upon such termination, you will cease using the Software and destroy all copies of the Defensys documentation or return all materials to Defensys.
6. Transfer.
If you are a Defensys contracted and authorized partner (reseller or distributor) of Software, you may transfer (not rent or lease) the Software to one end user on a permanent basis, provided that: (i) you ensure that your customer and the end user receives a copy of this EULA, is bound by its terms and conditions, and, by selling the Software, you hereby agree to enforce the terms in this EULA against such end user, (ii) you at all times comply with all applicable Singapore export control laws and regulations, and (iii) you agree to refund any fees paid to you by an end user who purchased Software from you but does not agree to the terms contained in this EULA and therefore wishes to return the Software as provided for in this EULA. Notwithstanding anything to the contrary, partners (resellers or distributors) (a) are not agents of Defensys and (b) are not authorized to bind Defensys in any way. Defensys’s license and support is only available for Software that you purchased directly from an authorized Defensys partner. Software not purchased from an authorized Defensys partner are not eligible, will not be supported, and may be blocked from registration/activation.
7. Disclaimer of Warranties and Restrictions.
THE SOFTWARE IS PROVIDED "AS-IS" WITHOUT ANY WARRANTY OF ANY KIND INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY, IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, OR WARRANTY FOR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ASSUME ALL FAULTS, AND THE ENTIRE RISK AS TO PERFORMANCE AND RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE. IF ANY IMPLIED WARRANTY CANNOT BE DISCLAIMED IN ANY TERRITORY WHERE A SOFTWARE IS LICENSED (SOLD), THE DURATION OF SUCH IMPLIED WARRANTY SHALL BE LIMITED TO SIXTY (60) DAYS FROM THE DATE OF SIGNING THE ORDERING DOCUMENTS BY DEFENSYS. THE ENTIRE RISK AS TO THE QUALITY, SELECTION AND PERFORMANCE OF THE SOFTWARE IS WITH THE END USER OF THE SOFTWARE. YOU HEREBY ACKNOWLEDGE AND AGREE THAT NO VENDOR CAN ASSURE COMPLETE SECURITY AND NOTHING HEREIN OR ELSEWHERE SHALL BE DEEMED TO IMPLY A SECURITY GUARANTEE OR ASSURANCE, AND DEFENSYS DISCLAIMS LIABILITY REGARDING ANY YOUR DEVICE OR APPLIANCE USED TO OPERATE THE SOFTWARE. YOU ACKNOWLEDGE, ACCEPT AND AGREE THAT NO SOFTWARE IS ERROR FREE AND YOU ARE ADVISED TO BACK-UP INFORMATION FROM THE HARDWARE ON WICH SOFTWARE IS INSTALLED, WITH FREQUENCY AND RELIABILITY SUITABLE FOR YOU.
8. Governing Law and Dispute Resolution.
Validity, construction and performance of this EULA shall be governed and construed in accordance with the laws of Republic of Singapore. The Republic of Singapore shall have sole and exclusive jurisdiction over any disputes arising under, or in any way connected with or related to, the terms of this EULA. Terms/provisions contained in this EULA are considered by End User to be reasonable for the purpose of the EULA. If any such provision/term is found by a court of competent jurisdiction to be unenforceable, such provision/term will be modified, rewritten or interpreted to include as much of its nature and scope as will render it enforceable. If it cannot be so modified, rewritten or interpreted to be enforceable in any respect, it will not be given effect, and the remainder of the EULA will be enforced as if such provision was not included.
No action, regardless of form, arising out of the transactions under this EULA, may be brought by either party hereto more than one (1) year after the cause of action has occurred, or was discovered to have occurred, except that an action for infringement of intellectual property rights may be brought within the maximum applicable statutory period.
9. Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW AND NOTWITHSTANDING ANYTHING TO THE CONTRARY, DEFENSYS IS NOT LIABLE UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, INFRINGEMENT OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOSS OF USE OF THE SOFTWARE OR ANY DAMAGES OF ANY KIND WHATSOEVER, WHETHER DIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, LOSS OF PROFIT, LOSS OF OPPORTUNITY, LOSS OR DAMAGE RELATED TO USE OF THE SOFTWARE IN CONNECTION WITH HIGH RISK ACTIVITIES, DEINSTALLATION AND INSTALLATION FEES AND COSTS, DAMAGE TO PERSONAL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, COMPUTER SECURITY BREACH, COMPUTER VIRUS INFECTION, LOSS OF INFORMATION OR DATA CONTAINED IN, STORED ON, OR INTEGRATED WITH ANY SOFTWARE RESULTING FROM THE USE OF THE SOFWARE.
10. Tax Liability.
You agree to be responsible for payment of any sales or use taxes imposed at any time on this transaction.
11. Confidentiality.
The End User must comply with laws that apply to use of the Software, including laws on confidential information, personal data, data protection. The End User is responsible for implementing and maintaining confidentiality and security measures in respect of data when using Software components that process data without the participation of Defensys. The End User must determine the appropriate technical and organizational measures for the protection and confidentiality of the data during use of such components of the Software in accordance with the End User’s purposes (for example, generating reports).
Defensys has the right to use information about the hardware, errors, and inaccuracies in the operation of the Software (if any), malware that affects the operation of the Software as well as transfer the specified data in an anonymized form to its partners, contractors, and other involved persons in order to eliminate identified errors and inaccuracies in the operation of the Software, any of its versions.
12. Open Source Software and Other Third Party Licenses.
The Software may include some software programs that are licensed (or sublicensed) to the user under the GNU General Public License (GPL) or other similar free software licenses which, among other rights, permit the user to copy, modify and redistribute certain programs, or portions thereof, and have access to the source code ("Open Source Software"). If such licenses require that for any software, which is distributed to someone in an executable binary format, that the source code also be made available to those users, then the source code should be made available by sending the request to info@defensys.com.
13. General Provisions.
Except as specifically permitted and required in section 6 ("Transfer") above, You agree not to assign this EULA or transfer any of the rights or obligations under this EULA without the prior written consent of Defensys. This EULA shall be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties. This EULA and other Defensys agreements may be amended or supplemented only by a writing that refers explicitly to the agreement signed on behalf of both parties, or, for this EULA, as otherwise expressly provided in the lead-in Section 1 above, provided, notwithstanding anything to the contrary and except for this EULA which may be amended or updated as expressly provided in the lead-in Section 1 above, for any amendment or other agreement to be binding on Defensys, such amendment or other agreement must be signed by Defensys’s Director. No waiver will be implied from conduct or failure to enforce rights nor effective unless in a writing signed on behalf of the party against whom the waiver is asserted. If any part of this EULA is found unenforceable, that part will be enforced to the maximum extent permitted and the remainder shall continue in full force and effect. You acknowledge that You have read this EULA, understand it, and agree to be bound by its terms and conditions. Notwithstanding anything to the contrary, this EULA constitutes the entire agreement between Defensys and its End Users and supersedes any and all prior representations or conflicting provisions, such as limitations of liability, warranties, or otherwise in any and all purported end customer agreements, whether entered into now or in the future. In the event of a conflict between this EULA and another agreement, this EULA shall prevail unless the conflicting agreement expressly states that it replaces this EULA, expressly referring to this EULA, and is agreed to in writing by authorized representatives of the parties.
14. Technical support. Defensys Customer Care Program.
Technical support – services to maintain the functionality of the Software, fix bugs and provide updates. Technical support is provided by Defensys or Defensys authorized partners to the end users who have purchased a Software license that includes the right to receive technical support, or who have purchased a Defensys Customer Care Program subscription.
You can purchase Defensys Customer Care Program subscription from Defensys authorized partners. Defensys Customer Care Program subscription means (i) Your commitment to pay subscription fee to Defensys authorized partners in order to get technical support during subscription term according to the fees stated in an applicable document (purchase order, invoice etc.) agreed and accepted by both you and Defensys authorized partner, if You purchase subscription from Defensys authorized partner; and (ii) in consideration of such payment, Defensys or Defensys authorized partners commitment to make technical support available to You during subscription term. Subscription term shall commence on the start date specified in applicable document (purchase order, invoice etc.) and continue for the term specified therein.
Defensys or Defensys authorized partners provide technical support in accordance with the rules published on https://defensys.com/defensys-warranty-service-regulations/ . End User understands and agrees that the purchase of Software license or Defensys Customer Care Program subscription is not contingent on the delivery of any future functionality or features (including future availability of any Software beyond the current license term or any new releases), or dependent on any oral or written public comments made by Defensys regarding future functionality or features of Software.
Technical support is provided directly by Defensys or Defensys authorized partners. If You contact third-party companies for technical support, Defensys and Defensys authorized partners are not responsible for the consequences of providing technical support by unauthorized persons.
From time to time, Defensys may, but has no obligation to, provide updates to the Software. You are advised to update the Software regularly, or to set it to update automatically if that feature is available under the terms of the Software license purchased from a Defensys authorized partner. Nothing in this EULA entitles End User to receive any free support, maintenance, updates, content or new versions of the Software.
Defensys Contact Information:
DEFENSYS PTE. LTD.
6 EU TONG SEN STREET #09-09, The Central Singapore (059817)
E-mail: info@defensys.com
Web site: https://www.Defensys.com