Please read the terms and conditions of this End User License Agreement(“agreement”) carefully before downloading, installing or using the Cyber Armor Operator Software made available for download with this Agreement (“Software”).
This Agreement is a legal agreement between you (both the individual downloading or installing the Software and any single legal entity on behalf of which such individual is acting) (“You”) and Cyber Armor Ltd. (“Cyber Armor”) regarding the Software.
Taking any step to download, install, setup or use the Software (any portion of thereof) constitutes your assent to and acceptance of this Agreement. Written or electronic approval is not a prerequisite to the validity or enforceability of this Agreement and no solicitation of such written or electronic approval will be construed as an inference to the contrary. If you do not agree to the terms of this Agreement or are not authorized to bind the entity on behalf of which you are acting, do not download, install or use the Software and destroy any copies of it that you may have downloaded.
1. License Grant. Subject to and conditioned upon your compliance with the terms of and conditions this Agreement, Cyber Armor hereby grants you a limited, revocable, personal, non-exclusive, non-transferable, non-sublicensable right to download the Software from the Red Hat Marketplace and use the Software,solely for the purpose of enabling access to the Cyber Armor’s cloud-base services.You are solely responsible to ensure that the Software is properly installed and used.
2. Use Restrictions. You agree and undertake not to: (a) sell, lease,sublicense, distribute or otherwise transfer the Software to any third party,or otherwise allow access to or use the Software for or on behalf of any third party; (b) reverse engineer or decompile the Software or otherwise attempt to reconstruct or identify any underlying source code; (c) copy, reproduce, modify, or create derivative work of the Software; (d) use the Software in any illegal manner or for unlawful purposes; (e) remove or alter any copyright, trademark, or other proprietary notices or legends appearing in the Software; (f) disclose the results of any bench-marking of the Software, or use such results for your own competing software development activities; (g) attempt to circumvent any use limitations built into the Software; or (h) use the Software to develop a competing product or service.
3. Proprietary Rights. Cyber Armor owns and will retain all right, title and interest, including all intellectual property rights, in and to the Software.This Agreement does not convey to you any interest, license or right, express or implied, in or to the Software, other than the limited rights explicitly granted to you in this Agreement. If a claim alleging infringement of an intellectual property right arises concerning the Software, Cyber Armor in its sole discretion may elect to, but will not be required to, defend or settle such claim. In the event of such a claim, Cyber Armor may also in its sole discretion elect to terminate this Agreement.
4. Confidential Information. If in connection with this Agreement or your use of the Software you have access to any non-public, confidential, proprietary or trade secret information or data of Cyber Armor (“Confidential Information”),you agree: (a) not to disclose Cyber Armor’s Confidential Information other than to your directors, officers, employees, advisors or consultants on a strict “need to know” basis and provided that such individuals are bound by written agreements containing confidentiality obligations substantially similar to those contained herein; (b) not to use any Confidential Information for any purposes except to carry out your responsibilities under this Agreement; (c) to keep the Confidential Information confidential using at least the same degree of care you use to protect your own confidential information, and in no event less than reasonable care. Notwithstanding the foregoing, if you are required by legal process or any applicable law to disclose any Confidential Information, then prior to such disclosure, you will give prompt written notice to Cyber Armor. Upon termination of this Agreement or at any time upon Cyber Armor’s request, you shall promptly return to Cyber Armor or destroy all Confidential Information in your possession, and so certify to Cyber Armor.
5. Warranty Disclaimer. The Software is provided on an “as is” basis, without warranty of any kind. To the maximum extent permitted by applicable law, Cyber Armor disclaims all warranties,including, without limitation, any implied warranties of merchant ability,fitness for a particular purpose and non-infringement. Further, Cyber Armor does not warrant that the Software will be uninterrupted or error-free, or that defects in the Software will be corrected.
6. Limitation of Liability. To the fullest extent allowed under applicable law, (a) in no event will Cyber Armor be liable for lost profits, loss of use, loss of data, cost of procurement of substitute goods or services, or any other special, incidental, indirect or consequential damages, in connection with this Agreement or arising out of the use of or inability to use the Software, whether or not Cyber Armor has been advised of the possibility of such damages; and (b) in no event will Cyber Armor’s liability to you under this Agreement exceed the total amount of US$100.
7. Termination. This Agreement will terminate automatically: (a) in the event of any breach or default by you, (b) upon written notice of termination by Cyber Armor, or (c) if you cease using the Software. Upon termination of this Agreement, all rights granted to you under this Agreement will terminate, you shall discontinue all further use of the Software, and delete all copies of the Software, and so certify to Cyber Armor. Sections 3, 4, 5, 6, 7 and 8 will survive any termination of this Agreement.
8. General. This Agreement constitutes the entire agreement between the parties with respect to license of the Software, and supersedes any previous oral or written communications or documents. This Agreement may not be modified except by written agreement signed by Cyber Armor and you. If a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of the Agreement will continue in full force and effect. Failure to prosecute a party’s rights with respect to a default hereunder will not constitute a waiver of the right to enforce rights with respect to the same or any other breach. You may not assign this Agreement without Cyber Armor’s prior written approval, and any purported assignment in violation of this clause will be null and void and result in the automatic termination of this Agreement. Cyber Armor may assign this Agreement at its discretion. No waiver of any breach will constitute a waiver of any prior,concurrent or subsequent breach of the same or any other provision, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving party. This Agreement will be governed by and construed in accordance with the laws of the State of Israel and only the competent courts of Tel Aviv, Israel will have jurisdiction over any dispute arising from this Agreement, and you agree to submit to the exclusive jurisdiction of such courts. You acknowledge and agree that, due to the unique nature of the Software, there can be no adequate remedy at law to compensate Cyber Armor for the breach of this Agreement, that any such breach may result in irreparable harm to Cyber Armor which would be difficult to measure; and,therefore, that upon any such breach or threat thereof, Cyber Armor will be entitled to seek injunctive and other appropriate equitable relief in any court of competent jurisdiction, in addition to whatever remedies it may have at law,hereunder, or otherwise. You represent and warrant that you are not prohibited from receiving the Software under U.S.export laws; that you are not a national of a country subject to U.S. trade sanctions; that you will not use the Software in a location that is the subject of U.S. trade sanctions that would cover the Software