SOLTRA EDGE / AUTOMATE® END USER LICENSE AGREEMENT (EULA)
THIS SOLTRA EDGE / AUTOMATE® END USER LICENSE AGREEMENT (“AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU AND CELERIUM INC, AN AFFILIATE OF NC4 INC. (“CELERIUM”) FOR THE AUTOMATE SOFTWARE, OTHER COMPUTER SOFTWARE, AND MAY INCLUDE ASSOCIATED MEDIA, PRINTED MEDIA, AND “ON-LINE” OR ELECTRONIC DOCUMENTATION (COLLECTIVELY, THE “SOFTWARE”). If You are accepting these terms on behalf of another person or legal entity, You represent and warrant that You have full authority to bind that person or legal entity to these terms.
BY CLICKING “I ACCEPT” OR DOWNLOADING, INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU INDICATE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY IT.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL, COPY, OR USE THE SOFTWARE AND CLICK “DISAGREE/DECLINE.”
Upon acceptance, this Agreement is enforceable against You, and any person or entity that obtains the Software through You or on whose behalf the Software is used.
Your license to use the Software, as further set forth in Section 4 of this Agreement, depends on Your compliance with all the terms and conditions of this Agreement.
2.1 Before using the Software, You must complete the registration process by providing us with current, complete, and accurate information as prompted by the Registration Form on the website. You must provide and maintain accurate information, including a valid email address, in Your account on celerium.com. In the event that any of the information is found to be invalid, Your license under this Agreement will immediately terminate.
2.2 You also will choose a password and a user name. You are entirely responsible for maintaining the confidentiality of Your password and account, and You are responsible for any and all activities that occur under Your account. You agree to immediately notify CELERIUM of any unauthorized use of Your account or any other breach of security. Such notification shall, in no way, relieve You of any other obligation in this Agreement.
You and CELERIUM may enter into a separate agreement that provides for support of the Software. Otherwise, this Agreement in no way obligates CELERIUM to support the Software in any way, and nothing in this Agreement shall be construed to impose upon CELERIUM any obligation to enhance, upgrade, fix or otherwise maintain the Software. Notwithstanding the forgoing, CELERIUM or its designees may, from time to time and in their sole discretion, publish or otherwise make available changes, updates, enhancements, bug fixes or other revisions to the Software (collectively, “Changes”). CELERIUM may, in its sole discretion, make Your continued use of the Software contingent upon Your installation of any of these Changes. To receive any Changes made available by CELERIUM, You must have Internet access.
4.1 Subject to Your adherence to the terms and conditions of this Agreement and for the Term (as defined below), CELERIUM grants You a limited, non-exclusive, non-transferable, non-sublicensable, and revocable end-user license to install one instance of the Software on the local hard disk(s) or other permanent storage media of one (1) computer (cloud or internet-based platforms excluded) and use the Software on a single computer or terminal at a time (“License”) solely for the Purpose (as defined below). As part of the License, You may make one (1) copy of the Software as an archival backup copy, provided that Your backup copy is not installed or used on any computer. Any other copies You make or authorize, including any electronic or physical prints of any portion of the Software code, are in violation of this Agreement.
4.2 You may use the Software only to exchange information about actual or potential network intruders solely for the purpose of assisting You in the defense of Your network infrastructure (the “Purpose”). You are solely responsible for configuring the Software for sharing and authenticating the third parties with whom you wish to share information.
4.3 CELERIUM may limit the number of third parties that You may authenticate for information sharing. CELERIUM may enforce this restriction using technical means which may interfere, in whole or in part, with Your use of the Software.
4.4 This License also applies to any Changes made available to You after the date You obtain Your initial copy of the Software, unless such Changes are accompanied by separate terms.
4.5 The fully functional Software may be used for a trial period of ninety (90) days from the date You first install the Software (“90-Day Trial”), unless terminated earlier as provided herein.After the 90-Day Trial, You may continue to use the Software under the terms of this EULA without further action; however, the Software will operate with limited functionality.If You desire to continue using the full functionality of the Software, You will be required to enter into a separate license agreement with CELERIUM.
5.1 90-Day Trial period from the date You install the Software. After the 90-Day Trial, the License Term shall be as stated in a separate license agreement between You and CELERIUM. If you continue to use the Software with reduced-functionality after Your trial period, you may continue to do so for so long as CELERIUM offers the Software under that arrangement, and You shall comply with all terms and conditions of this EULA, unless otherwise terminated as set forth herein.
5.2 Termination. CELERIUM may terminate this License or suspend further use of the Software with immediate effect, and to take all measures necessary to enforce such an immediate suspension or termination, if CELERIUM determines, in its sole discretion, that immediate suspension or termination is: (i) required by Applicable Law; (ii) necessary to prevent harm to CELERIUM, its licensors, or any of the end users of the Software; or (iii) reasonably necessary to enforce the terms of this Agreement. CELERIUM may choose to discontinue the free limited functionality version of the Software at any time, at its sole discretion.
6.1 You may not, without CELERIUM’s express written consent, which consent may be given or withheld in CELERIUM’s sole discretion, reverse engineer, modify, adapt, or create derivative works of the Software or any accompanying materials.
6.2 Some jurisdictions may offer a limited right to reverse engineer a product. To the extent such law may be applicable, neither You nor Your agents may (i) do so in excess of what such law permits, or (ii) use or export such reverse engineering results (a) outside of the jurisdiction to which such law applies, (b) for the benefit of any third party, or (c) for commercial purposes.
6.3 You may not rent, lease, lend, sell, distribute or sublicense the Software or any component of it.You may not use the Software to provide services to third parties.
6.4 You agree to keep the Software confidential and to employ such measures to secure the Software from unauthorized access, use, or dissemination as are consistent with accepted industry standards for critical electronic infrastructure.You agree to limit access to the Software to such persons that have a need to use the Software for the Purpose, and to disable any such person’s access when that person no longer has a need to use the Software for the Purpose.
6.5 You may not use the Software in any manner that could damage, disable, overburden, or impair or interfere with any other party’s use and enjoyment of the Software, any other software, any hardware, or any other facilities. You may not attempt to gain unauthorized access to, trespass upon, burden, disrupt, corrupt or otherwise damage any service, account, computer systems or networks associated with CELERIUM or its licensees.
6.6 You agree not to use the Software to harass abuse, threaten, infringe intellectual property, or otherwise cause harm to CELERIUM or any third parties.
6.7 You shall not remove, alter or otherwise conceal CELERIUM’s name and logos as they appear on the Software, and You shall not use any other name or logo in connection with the Software.
For U.S. Government End Users, CELERIUM agrees to comply with all applicable equal opportunity laws including, if appropriate, the provisions of Executive Order 11246, as amended; Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 USC 4212); Section 503 of the Rehabilitation Act of 1973, as amended; and the regulations in 41 CFR Parts 60-1 through 60-60, 60-250, and 60-741. The affirmative action clause and regulations contained in the preceding sentence shall be incorporated by reference in this Agreement.
The Software, including its documentation, are deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the Software by the United States Government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.
Upon request from CELERIUM or CELERIUM’s authorized representative, You will, within thirty (30) days, fully document and certify that Your use of any and all Software is in conformity with this Agreement.
9.1 As between You and CELERIUM, CELERIUM retains all right, title and interest in and to the Software and to any modifications, improvements, upgrades, updates, or derivative works made thereto, whether such are made by CELERIUM or You, and regardless of the media or form of the original download, whether by the internet, disk or otherwise.Except as expressly set forth in this Agreement, You obtain no rights in the Software or any intellectual property of CELERIUM and its Affiliates.
9.2 You will not, at any time during or after the Term of this Agreement, dispute or contest, directly or indirectly, CELERIUM’s exclusive right and title to the Software or the validity thereof. You may not attempt to develop any software that contains the “look and feel” of any of the Software.
9.3 CELERIUM retains all right, title and interest in and to all the CELERIUM and Soltra trade names, trademarks, service marks, or other product or business names of CELERIUM, and this Agreement does not grant permission to use the trade names, trademarks, service marks, or product or business names of CELERIUM.
You agree that CELERIUM may collect and use technical information related to Your use of the Software. Such information may include, without limitation, information about Your use of the Software and information about the devices and system on which the Software resides. CELERIUM may use this information to improve the Software, its products, services or technologies, and will not disclose such information in a form that personally identifies You or any data or messaging that may be stored or transmitted in or through Your use of the Software.
You may not use or otherwise export, re-export, transfer, sell, or supply the Software except as authorized by United States law and the laws of the jurisdiction in which the Software was obtained. In particular, but without limitation, the Software may not be exported or re-exported (a) into (or to a national or resident of) any country subject to U.S. economic sanctions or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or any entity or organization owned 50 percent or more by one or more such designated national(s), or on the U.S. Department of Commerce Denied Persons List or Entity List. By downloading, installing or using any component of the Software, You represent and warrant that You are not located in, under control of, or a national or resident of any such country or on any such list.
CELERIUM PROVIDES THE SOFTWARE “AS-IS” WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, WHETHER, EXPRESS, IMPLIED, OR STATUTORY INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS. USE OF THE SOFTWARE IS AT YOUR SOLE RISK, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU.
CELERIUM DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE, THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECTS IN THE SOFTWARE WILL BE CORRECTED.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CELERIUM OR A CELERIUM AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CELERIUM, ITS AFFILIATES OR LICENSORS, OR THIRD PARTY LICENSEES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF CELERIUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, CELERIUM’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE PRO-RATED PORTION OF THE CURRENT LICENSE TERM AMOUNT ACTUALLY PAID BY YOU FOR USE OF THE SOFTWARE. YOU AGREE THAT WITHOUT THE LIMITATIONS SET FORTH IN THIS SECTION 13 AND THE IMMEDIATELY PRECEDING SECTION 12, THE FEE CHARGED FOR THE SOFTWARE WOULD BE HIGHER.
Through Your use of the Software, You may receive content or messaging from third parties that may be inaccurate, untruthful, defamatory, false, illegal, objectionable or otherwise offensive or inappropriate. You agree that CELERIUM is not responsible in any way for reviewing, editing, verifying, approving or otherwise examining or evaluating such content or messaging. The dissemination of any content or messaging through the Software by third parties shall not be viewed as any endorsement, sponsorship, agreement, publication, or distribution of such content or messaging by CELERIUM, and by facilitating the dissemination thereof through the Software, CELERIUM is in no way communicating that such content or messaging is accurate, virus-free, correct, truthful, legal, complete or in any other way acceptable.
You agree to indemnify, defend and hold harmless CELERIUM, its Affiliates, its licensors, and third party licensees, and their respective directors, officers, employees and agents (collectively, “Indemnified CELERIUM Parties”), from and against any claims, losses, damages or expenses (including reasonable attorney fees, expenses and disbursements) (collectively, a “Loss”) relating to (i) Your use of the Software, or otherwise pertaining to any messaging or content communicated or stored by You through the Software, (ii) Your breach of this Agreement, and (iii) any unauthorized access, use, or dissemination of the Software resulting from Your access to or use of the Software, including without limitation lost profits and foregone business opportunities, notwithstanding whether You knew or had reason to know of the same.
In the event any claim is brought by any third party against any Indemnified CELERIUMParty that may give rise to an indemnifiable Loss, CELERIUM shall provide You with reasonable notice of such claim (provided that any failure of or delay in notice may excuse You from Your indemnification obligations under this Agreement solely to the extent such delay or failure materially prejudices You) and shall provide You with reasonable cooperation at Your expense in connection with such claim. You shall be entitled, with our participation, to control the handling of any such claim and to defend or settle any such claim, in Your sole discretion, with counsel of Your own choosing, provided, however that You shall not enter into any settlement imposing liability or obligation on CELERIUM without CELERIUM’s prior written consent. CELERIUM will have the right, at its option and expense, to participate in the defense of any such claim through counsel of its own choosing but such participation shall not relieve You of Your obligations to defend such claim.
If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. This Agreement shall not prejudice the statutory rights of any party dealing as a consumer. This Agreement may only be modified by CELERIUM. CELERIUM may modify this Agreement at any time without notice, by CELERIUM’s posting such modified version of this Agreement on its website, located at www.celerium.com or a writing signed by an authorized officer of CELERIUM. Except as provided in Section 7, this is the entire agreement between CELERIUM and You relating to the Software, and it supersedes any prior representations, discussions, undertakings, communications, or advertising relating to the Software. You agree that You are responsible for complying with all laws regarding the installation and use of the Software.
This Agreement will be governed by and construed in accordance with the law of the State of New York, as applied to agreements entered into and to be performed entirely within the State of New York between State of New York residents, without regard to any conflict of laws principles. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
You agree that CELERIUM may provide You with information about the Software, system messages, new or changed services or features, Software licenses and renewals, and other information through the CELERIUM website or via email.
This Agreement does not confer any right or remedy upon any person other than CELERIUM and You, and there are no intended third party beneficiaries of this Agreement.Any person who is not the licensee under this Agreement has no right under the U.K.’s Contracts (Rights of Third Parties) Act 1999 or otherwise to rely upon or enforce any provision of this Agreement.
“Affiliates” means any entity controlled, controlled by, or under common control with a party, where “control” means (i) ownership of 50 percent or more of the equity interest in an entity, (ii) the right to direct the vote of 50 percent or more of the voting interests of an entity, or (iii) the right generally to direct the activity and business of the entity.
“Applicable Law” means any applicable U.S. federal, state or local law, regulation or other legal requirement (including applicable rules and regulations of self-regulatory organizations such as stock exchanges and industry associations), or other applicable non-U.S. law, regulation or other legal requirement.
"You" (and "Your") means individual or legal entity exercising permissions granted by this Agreement. If You have any questions regarding this Agreement, or if You wish to request any information from CELERIUM, please use the address and contact information included with the Software or via the web at www.celerium.com to contact CELERIUM.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. If You do not agree, do not download, copy, INSTALL, OR use the Software.