End User License Agreement (EULA)
This End User License Agreement (“EULA”) is a legal agreement between the end user ("you"or “User”) and RigSecurity Inc, a companyincorporated under the laws of Delaware and any of its affiliates ("Company").Your useof the Company'ssoftware Software (the "Software") signifies your understandingand agreement to be bound by this EULA and to comply with the applicable law,rules and regulations. If you do notagree to the terms of this EULA, you are not permitted to use the Software.
1. License Grant. Subject to theterms and conditions of the Master Services Agreement ("MSA")entered into between Company and your employer or the entity providing youaccess to the Software (the "Customer"), Company grants you alimited, non-exclusive, non-transferable, non-sublicensable, revocable licenseto access and use the Software solely for Customer's internal business purposesand in accordance with the MSA and this EULA. Itis clarified that the “Software” includes any software, data files,documentation, code, SDK, API, know-how and any updates or new versions thereofthat Company may provide.
2. Restrictions on Use. You shall not, directly or indirectly: (a) copy, modify, distribute,sell, lease, sublicense, or otherwise transfer any rights in or to the Software;(b) reverse engineer, decompile, disassemble, or otherwise attempt to discoverthe source code or underlying algorithms of the Software; (c) use the Softwareto infringe the rights of any third party, including intellectual property,privacy, or data protection rights; (d) interfere with or circumvent anysecurity or access controls of the Software; (e) upload or transmit anymalicious code; (f) use the Software in any manner not expressly authorizedunder the MSA or this EULA; (g) use the Software outside the scope of youremployment duties or for purposes unrelated to the Customer’s internaloperations.
3. Ownership. The Software,including all related intellectual property rights, including,without limitation, any and all copyrights, trademarks,trade secrets, trade names, know-how, patents, materials,data,written text, computer software, derivatives,changes, suggestions and improvements thereof, shall remain the exclusive property of Company.
This Agreement doesnot convey to the Customer any interest in or to the Software, except for alimited right of use as set forth herein, terminable in accordance with thisAgreement.
4. User Account. You areresponsible for maintaining the confidentiality of your login credentials andfor all activities conducted through your account. You agree to notify Companyimmediately of any unauthorized use or security breach related to your account.You agree not to impersonate another user or gain unauthorized access to anypart of the Software.
5. Feedback and Usage Data. You undertake to notifyCompany of any and all design or functional errors, anomalies, and problemsassociated with the Software discovered by you. In addition, you will provideCompany such information and feedback as will reasonably request. Any feedback,ideas, modifications, suggestions, improvements, and the like made by yourelated to the Software (“Supportive Information”), will be the soleproperty of the Company. You hereby assign all right, title, and interestworldwide in the Supportive Information and the related intellectual propertyrights to Company.
You will allow Companyaccess to any data received from your products and relevant to the Software,and Company may use such data in order to develop and improve the Software.
6. Third-Party Services andIntegrations. The Software may enable access to, orintegration with, third-party services, applications, and data sources (“Third-PartyServices”). Such Third-Party Services are made available solely as aconvenience and are not under the control of the Company. The Company is notresponsible for, and disclaims all liability with respect to, the content,accuracy, security, availability, or performance of any Third-Party Services.Use of any Third-Party Services is at your sole discretion and subject to theseparate terms and policies of the respective third parties. Any data exchangedbetween you and such Third-Party Services is governed by the relevantagreements between you or the Customer and such third parties. The Companymakes no representations or warranties regarding the continued availability ofany integration or compatibility with any Third-Party Services and may modifyor discontinue integrations at any time without liability.
7. AI Functionalities. The Software may include features powered by artificial intelligenceand machine learning technologies (“AI Functionalities”), which mayinvolve the use of third-party AI service providers. Any input you provide tothe AI Functionalities (“Input”) and any generated output (“Output”)are your responsibility. You acknowledge that Output may be inaccurate,incomplete, or otherwise unreliable, and must not be used without appropriatehuman oversight.
You shall not:
- useOutput to make any automated decisions with legal or material effects on anyperson;
- useOutput to create competing models or services;
- misrepresentOutput as human-generated content;
- attemptto reverse engineer or extract data from the AI systems;
- usethe AI Functionalities for unethical or unlawful purposes.
All rights in and to the AI Functionalities, includingproprietary models, systems, and algorithms, are owned by the Company.
8. Privacy and Data Processing. You acknowledge that Company may process personal data in accordancewith its Privacy Policy, as amended from time to time. You agree not to submitany personal data to the Software unless expressly permitted by the Customerand required for use of the Software. If Company processes personal data onbehalf of the Customer, such processing shall be governed by a separate DataProcessing Agreement (DPA) as required by law.
9. Confidentiality.You acknowledge that, through your access to theSoftware, you may obtain confidential or proprietary information related to theSoftware, the Company, or its affiliates (“Confidential Information”).You agree to maintain the confidentiality of such information and not todisclose it to any third party, or use it for any purpose other than asexpressly permitted under this EULA and the applicable MSA. Your obligationsunder this Section shall survive the termination of this EULA. The term“Confidential Information” does not include information that: (i) becomes publiclyavailable through no breach of this EULA; (ii) was lawfully known to youwithout restriction prior to disclosure.
10. Export Compliance and Sanctions You agree not to use or access the Software in violation of anyapplicable export laws or trade sanctions. You represent that you are notlocated in, or a national of, any country subject to such sanctions ordesignated as a prohibited party under such laws.
11. Updates and Modifications to the Software Company reserves the right to modify, update,enhance, or discontinue any part of the Software at any time. Such changes mayinclude functionality improvements or updates required for legal or securitycompliance. Continued use of the Software after such updates constitutesacceptance of those changes.
12. Termination This EULAshall terminate automatically upon the earlier of (a) termination or expirationof the MSA; or (b) your breach of any provision herein. Upon termination, youshall immediately cease all access to and use of the Software, and delete orreturn all related materials as directed by the Company.
13. Disclaimer of Warranties The Software is provided to you "as is" and "asavailable" without warranties of any kind, whether express, implied,statutory or otherwise, including, without limitation, warranties ofmerchantability, fitness for a particular purpose, and non-infringement. Youacknowledge that by its nature, the Software and anyother material provided by the Company, may contain errors, bugs, and otherproblems that could cause system failure.
14. Indemnification. You shall defend, indemnify and hold Company harmless fromand against any claims, damages, costs, liabilities and expenses (includingreasonable attorneys’ fees) arising out of or related to (a) your breach ofthis Agreement; (b) violation of any laws or regulations regardingthe protection of privacy or data.
15. Limitation of Liability To the maximum extent permitted by law, in no event shall Company beliable to you for any indirect, incidental, special, consequential, or punitivedamages, or any loss of profits or revenues, arising out of or related to youruse or inability to use the Software, even if Company has been advised of thepossibility of such damages.
16. Compliance with Laws You agree to use the Software in compliance with all applicable lawsand regulations, including data protection, privacy, intellectual property, andexport control laws.
17. Modifications to this Agreement Company reserves the right to modify this EULA at any time. If Companymakes material changes, it will notify you through the Software or by otherreasonable means, and shall also update this EULA on Company’s Website.Continued use of the Software after any such modifications shall constituteyour acceptance of the updated EULA.
18. Governing Law and Jurisdiction This EULA shall be governed by and construed in accordance with thelaws governing the MSA. Any disputes arising under or in connection with thisEULA shall be subject to the exclusive jurisdiction set forth in the MSA.
19. Miscellaneous
19.1 Company may assign at any time anyof its rights and/or obligations hereunder to any third party without theUser’s consent. User may not assign any right or obligation under withAgreement without Company's prior explicit written consent.
19.2 In the event that a court ofcompetent jurisdiction finds any provision of this Agreement to be illegal,invalid or unenforceable, the remaining provisions will remain in full forceand effect, and such provision shall be reformed only to the extent necessaryto make it valid, enforceable and legal.
19.3 The failure of Company to enforceany right or provision in this EULA will not constitute a waiver of such rightor provision unless acknowledged and agreed by Company in writing.
This EULA is intended to be used in conjunction with the Company’sMaster Services Agreement. In case of conflict between the MSA and this EULA,the terms of the MSA shall prevail.