END USER LICENSE AGEEMENT
END USER LICENCE AGREEMENT
PLEASE READ THIS END USER LICENCE AGREEMENT CAREFULLY. This End User License Agreement (“EULA”) governs your use of the CoyoteOT™ software, any associated upgrades, patches, and updates and related services (the “Product”) currently provided, or which will be provided by Cynarios Cyber Technologies Ltd., or any one of its subsidiaries or affiliated companies (collectively referred to as “CYNARIOS").
CYNARIOS reserves the right to change, modify, add or delete articles in this EULA at any time, in accordance with the procedures described below in Section 7.
1. GRANT OF LICENSE.
1.1 CYNARIOS (or its licensors) grants You a non-exclusive, non-transferable, non-sublicensed, non-commercial and personal license to use the Product (in whole or in part) and any Product (the “License”), for such time until either You or CYNARIOS terminates this EULA. You must in no event use, nor allow others to use,the Product or this License for commercial purposes without obtaining a licence to do so from CYNARIOS. Updates, upgrades, patches and modifications may be necessary in order to be able to continue to use the Product on certain hardware. THIS PRODUCT IS LICENSED TO YOU, NOT SOLD.
1.3 While using the Product, You agree to comply will all applicable laws, rules and regulations. You also agree to comply with certain rules of conduct that govern Your use of the Product (“Rules of Conduct”), which are not meant to be exhaustive and can be modified at any time by CYNARIOS. In all cases, You may only use the Product according to anticipated use of the Product.
For example, purposes, and without limiting CYNARIOS’s rights to take action against You, You may not:
a. create, use, share and/or publish by any means in relation to the Product any material (text, words, images, sounds, videos, etc.) which would breach of a duty of confidentiality, infringe any intellectual property right or an individual’s right to privacy or which would incite the committing of an unlawful act (in particular, piracy, cracking or circulation of counterfeit software);
b. modify, distort, block, abnormally burden, disrupt, slow down and/or hinder the normal functioning of all or part of the Product, or their accessibility to other users, or the functioning of the partner networks of the Product, or attempt to do any of the above;
c. transmit or propagate any virus, trojan horse, worm, bomb, corrupted file and/or similar destructive device or corrupted data in relation to the Product, and/or organize, participate in or be involved in any way in an attack on CYNARIOS’s servers and/or the Product and/or those of its service providers and partners;
d. create, supply or use alternative methods of using the Products,
e. harassing or threatening any other users in the Product;
f. make inappropriate use of the help service or send untruthful reports to members of CYNARIOS’s personnel;
g. falsely claim to be an employee or representative of CYNARIOS or its partners and/or agents;
All title, ownership rights and intellectual property rights in and to the Product (including, without limitation, all text, graphics, sounds, items of information, and any and all copies thereof are owned by CYNARIOS or its licensors. The Product is protected by national and international laws, copyright treaties and conventions and other laws. This Product may contain certain licensed materials and, in that event, CYNARIOS’s licensors may protect their rights in the event of any violation of this Agreement. Any reproduction or representation of these licensed materials in any way and for any reason is prohibited without CYNARIOS’s prior permission and, if applicable, CYNARIOS’s licensors’ and representatives’. Except as expressly set forth in this EULA, all rights not granted hereunder to You are expressly reserved by CYNARIOS.
This License confers no title or ownership in the Product and should not be construed as a sale of any rights in the Product.
3. CONSENT TO MONITOR.
When You are using the Product, the Product may monitor Your hardware random access memory (RAM) for unauthorized third party programs prohibited by Section 1 that interact with the Product. In the event that the Product detects such an unauthorized third party program, information may be communicated back to CYNARIOS, including the name of your Account, your internet protocol (IP) address, details about the unauthorized third party program detected, and the time and date that the unauthorized third party program was detected, along with the hardware specifications and performance characteristics of Your hardware, with or without additional notice to You.
4. WARRANTY DISCLAIMER, LIMITATION OF LIABILITY.
YOU EXPRESSLY ACKNOWLEDGE THAT USE OF THE PRODUCT IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE PRODUCT IS SUPPLIED ON AN “AS IS” AND “AS AVAILABLE“ BASIS. CYNARIOS’S LICENSORS, CHANNEL PARTNERS AND ASSOCIATED SERVICE PROVIDERS DO NOT MAKE AND HEREBY DISCLAIM ANY GUARANTEES, CONDITIONS, WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY OR OTHER TERMS INCLUDIND AS TO: (A) ITS CONFORMITY, ACCURACY, CURRENTNESS, COMPLETENESS, RELIABILITY OR SECURITY (B) ITS SUITABILITY FOR A PARTICULAR USE; (C) IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT; (D) ITS MARKET VALUE; OR (E) YOUR SATISFACTION. CYNARIOS DOES NOT WARRANT THAT THE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PRODUCT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME ALL RESPONSIBILITY FOR SELECTING THE PRODUCT TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE PRODUCT.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL CYNARIOS, CYNARIOS’S LICENSORS, CHANNEL PARTNERS AND ASSOCIATED SERVICE PROVIDERS BE LIABLE FOR LOSS OR DAMAGE SUFFERED IN CONNECTION WITH THE USE OF THE PRODUCT OR ANY RELATED THIRD PARTY SERVICE. THIS INCLUDES WITHOUT LIMITATION (A) ALL LOSSES OF ANY KIND, WHETHER IN TORT (INCLUDING FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY), CONTRACT, MISREPRESENTATION (WHETHER INNOCENT OR NEGLIGENT) OR OTHERWISE, (B) DIRECT LOSS; (C) ACCIDENTAL LOSS, (D) INCIDENTAL LOSS, (E) CONSEQUENTIAL LOSS, AND (F) INDIRECT LOSS.
NOTWITHSTANDING THE AFOREMENTIONED LIMITATIONS OF LIABILITY, YOUR SOLE REMEDY IN THE EVENT OF A DISPUTE WITH CYNARIOS OR ITS LICENSORS, CHANNEL PARTNERS AND ASSOCIATED SERVICE PROVIDERS IS TO CEASE TO USE THE PRODUCT; AND IF APPLICABLE, SEEK DAMAGES FOR YOUR LOSSES. FOR ANY PRODUCT PURCHASED FOR USE ON A COMPATIBLE MOBILE TERMINAL THAT WOULD NOT MEET THE APPLICABLE LEGAL WARRANTIES, CYNARIOS’ LIABILITY IS LIMITED TO THE REFUND (DIRECTLY OR INDIRECTLY THROUGH ITS CHANNEL PARTNERS OR ASSOCIATED SERVICE PROVIDERS) OF THE PURCHASE PRICE OF THE PRODUCT. IN NO EVENT CYNARIOS, ITS AFFILIATES, LICENSORS, CHANNEL PARTNERS AND ASSOCIATED SERVICE PROVIDERS BE LIABLE FOR DAMAGES IN EXCESS OF ANY AMOUNT YOU HAVE PAID TO CYNARIOS FOR THE PRODUCT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE TIME YOUR CAUSE OF ACTION AROSE.
NOTHING IN THIS SECTION 4 SHALL AFFECT CYNARIOS’S LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM CYNARIOS’S NEGLIGENCE, FOR FRAUD OR FRAUDULENT MISREPRESENTATION, NOR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
FOR PURPOSES OF THIS SECTION 6, CYNARIOS’S LICENSORS, CHANNEL PARTNERS AND ASSOCIATED SERVICE PROVIDERS ARE THIRD PARTY BENEFICIARIES TO THE LIMITATIONS OF LIABILITY SPECIFIED HEREIN AND THEY MAY ENFORCE THIS EULA AGAINST YOU.
You are solely responsible for any damage caused to CYNARIOS, its licensors, channel partners and associated service providers and subcontractors, other users of the product or any other individual or legal entity as a result of Your violation of this EULA.
YOU HEREBY AGREE TO DEFEND, INDEMNIFY AND KEEP INDEMNIFIED CYNARIOS AND ITS AFFILIATES, THEIR LICENSORS, CHANNEL PARTNERS AND ASSOCIATED SERVICE PROVIDERS AND THEIR SUBCONTRACTORS AGAINST ANY CLAIM OR ALLEGED CLAIMS, LIABILITIES, LOSSES DAMAGES AND ALL COSTS (INCLUDING LAWYERS’ FEES), DIRECTLY OR INDIRECTLY ATTRIBUTABLE TO YOUR FAULT AND/OR RESULTING FROM (A) A VIOLATION OF ANY PROVISION OF THIS EULA OR (B) YOUR USE OR MISUSE OF THE PRODUCT. CYNARIOS reserves the right to take sole responsibility, at its own expense, for conducting the defense of any claim for which You agreed to indemnify CYNARIOS. The provisions of this Section 5 shall remain in force after termination of this EULA.
The EULA is effective from the earlier of the date You purchase, download or use the Product, until terminated according to its terms. You and CYNARIOS (or its licensors) may terminate this EULA, at any time, for any reason. Termination by CYNARIOS will be effective upon (a) notice to You or (b) termination of Your CYNARIOS Account (if any) or (c) at the time of CYNARIOS’s decision to discontinue offering and/or supporting the Product. This EULA will terminate automatically if You fail to comply with any of the terms and conditions of this EULA. Upon termination for any reason, You must immediately uninstall the Product and destroy all copies of the Product in Your possession.
7. CHANGES TO THIS EULA OR TO THE PRODUCT.
CYNARIOS may modify the Product for any reason or without any specific reason, at any time and at its entire discretion, in particular for technical reasons such as updates, maintenance operations and/or resets to improve and/or optimize the Product. You agree that the Product may install or download the modifications automatically. You agree that CYNARIOS may stop to support previous versions of the Product upon availability of an updated version. CYNARIOS’s channel partners and associated service providers shall have no obligation to furnish any maintenance or customer support with respect to the Product. CYNARIOS also reserves the right to amend the Rules of Conduct set out in Section 1 to place limits on the use of the Product.
9.1 Export Controls. The Product is subject to all applicable export restrictions. You must comply with all export and import laws and restrictions and regulations of your country and foreign agency or authority relating to the Product and Your use of the Product. The Product may not be re-exported, downloaded or otherwise exported to, or installed by a national or resident of, any country to which the United States has embargoed goods, or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. You represent and warrant that You are not located in, under the control of, or a national or resident of any such country or on any such list.
9.2 Severance. If any court of competent jurisdiction or competent authority finds that any provision of this EULA is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this EULA shall not be affected. If any invalid, unenforceable or illegal provision of this EULA would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable to reflect CYNARIOS’s initial intentions.
9.3 No Waiver. No failure or delay by CYNARIOS (or its licensors) to exercise any right or remedy provided under this EULA or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. Waiver of a right or remedy may be considered to have taken place only after signing of a written statement to this effect by CYNARIOS or by the User.
9.4 Law and Jurisdiction To the extent permitted by applicable law, this EULA and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England and Wales. You irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the EULA or its subject matter or formation (including non-contractual disputes or claims).
For any question concerning this EULA, you may contact CYNARIOS at the following address: https://www.Cynarios.com
THIS EULA IS APPLICABLE ONLY TO THE EXTENT AUTHORISED BY LAW.