End User License Agreement

This End-User License Agreement, including the information you submitted (whether online or otherwise) or otherwise agreed to in connection with the registration process you completed with respect to the Software (as defined below), which by this reference is incorporated herein (hereinafter, this “EULA“), is a binding agreement between Sixgill Ltd, an Israeli limited liability company (hereinafter “Sixgill,” “we,” “us,” “our,” or the “Company”) and the person identified as the “Customer” in connection with the registration process (hereinafter, “Customer” or “you“).

We provide access to our DARK-i on premise model or SaaS model (Software as a Service), which contains material, such as software, text, graphics, images, sound recordings, audiovisual works, and other materials (the “Materials”) provided by or on behalf of the Company and Sixgill’s Application Programming Interface (“API“) and/or any related services (“Software“). The Software shall be subject to the following Terms of Service, which may be updated by us from time to time without any notice to you. By browsing the public areas or by accessing and using the Software, you acknowledge that you have read, understood, and agree to be legally bound by the terms and conditions of this EULA and the terms and conditions of our Privacy Policy and Commercial Agreement which shall stipulate the commercial terms of the Software usage, which are hereby incorporated by reference (collectively, this “Agreement”). In the event that you do not agree to any of these terms, do not use the Software.

In any case of conflict between the Privacy Policy and this EULA, the terms of this EULA shall prevail.

ACCEPTANCE OF TERMS

By submitting your registration for the software or by using it, you (a) accept this EULA and agree that customer is legally bound by its terms and (b) represent and warrant that you have the right, power and authority to enter into this EULA on behalf of the Customer and bind the Customer to its terms.

LICENSE

Sixgill hereby grants you, non-exclusive, non-transferable, non-sublicensable limited license to use the Software subject to the terms of this EULA. Neither this Agreement nor the Software may be sold, leased, sublicensed, assigned or otherwise transferred by the Customer, in whole nor in part; the use of the Software will be made at your own risk.

LICENSE RESTRICTIONS

Customer shall not, directly or indirectly:

  1. Use the Software (including make any copies of), or any results arising from the operation of the Software, in violation of any applicable law, regulation or rule, or beyond the scope of the license under of this agreement;
  2. License, sublicense, rent, lease, lend, sell, assign, distribute, publish, transfer or otherwise make available to any other person the Software, any features or functionality of the Software, or any information generated by or results arising from the operation of the Software, other than such information or results contained in any report prepared by Customer for use solely by a specific client of Customer in connection with an existing consulting relationship between Customer and such client;
  3. Use any information generated by or results arising from the operation of the Software to harass others;
  4. Use any material or information made available through the Software in any manner that infringes intellectual property rights including any copyright, trademark, patent, trade secret or other proprietary right of any party;
  5. Use the Software to knowingly access any confidential or other non-public information of any third party without such third party’s permission;
  6. Modify, translate, adapt or otherwise create derivative works or improvements of the Software or any part thereof;
  7. Reverse engineer, disassemble, decompile, decode or otherwise attempt to gain access to the source code of the Software or any part thereof;
  8. Combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs;
  9. Remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices provided on or with the Software;
  10. Use the Software for purposes of competitive analysis of the Software, the development of a competing software product or service or any other purpose that is to Sixgill’s commercial disadvantage; or
  11. Use the Software in any manner that could harm, infect, take over, disable, overburden, or otherwise impair any of Sixgill’s computer systems.

In addition, you hereby undertake to immediately contact and notify the Company at support@cybersixgill.com if you come across any Materials provided under the API and/or the Software and/or under any External Site (as defined below) which may infringe any intellectual property, trade secrets, privacy or other rights of any party and/or which may otherwise raise concerns or regarding any other alleged illegal behavior (the “Potentially Infringing Material”), and, without derogating from any other provision hereunder, not to publish, disclose or make any use of any such Potentially Infringing Material without the Company’s prior written consent.

INTELLECTUAL PROPERTY

You shall have no rights in or to the Software or any part thereof, and you will not use the Software except as permitted under this Agreement. No other use is permitted without prior written consent from us. You may not sell, transfer, assign, license, sublicense, or modify the Software or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Software in any way for any public or commercial purpose. The use or posting of the Software on any other website or in a networked computer environment for any purpose is expressly prohibited.

If you violate any part of this Agreement, your permission to access and/or use the Software automatically terminates and you must immediately destroy any copies you have made of the Software.

The trademarks, service marks, and logos of the Company (“Company’s Trademarks”) used and displayed on the Software are registered and unregistered trademarks or service marks of the Company. Other company, product, and service names located on the Software may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with Company’s Trademarks, the “Trademarks”). Nothing on the Software should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Company’s Trademarks inures to our benefit.

If you provide suggestions, ideas, or other feedback to us about the Software, we will be free to exercise all rights in such feedback without restriction and without compensating you.

The Software may include or be distributed with software or other materials that are provided under a separate license agreement (such as an open source license), and that separate license will govern the use of such software or other materials in the event of a conflict with this Agreement. Any such separate license agreement may be indicated in the license, notice, or readme files distributed with the applicable software or other materials or in related documentation.

EXTERNAL SITES

The Software may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take
precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

USE OF API

Sixgill may provide you with access to its API, which shall be used at your own risk and at your own sole responsibility. You will only access (or attempt to access) the API by the means described in the documentation of that API provided to You by us, if applicable, or in accordance to the developer credentials assigned to you by us. Sixgill may set and enforce limits on your use of the API (e.g. limiting the number of API requests that you may make or the number of users you may serve), in our sole discretion. You hereby agree to, and will not attempt to circumvent such limitations documented with each API.

By using the API and/or any other Software, you hereby absolutely, irrevocably and unconditionally, waive, release, remise and forever discharge the Company, its directors, officers, employees, consultants, shareholders and their respective affiliates (the “Related Parties”) from any and all rights, demands, claims and liabilities whatsoever of any kind, known or unknown, which you or any other person on your behalf, may now or hereafter have or claim to have against the Company and/or any Related Party in connection with any Materials provided under the API and/or the Software and/or under any External Site and/or
any other matter whatsoever, including without limitation, in connection with any Potentially Infringing Material disclosed through the API and/or the Software.

Without derogating from the foregoing, the Customer shall not, directly or indirectly:

  1. Reproduce, duplicate, copy, trade, or resell the API or any content deriving from the API for any purpose, unless Sixgill’s express consent was obtained.
  2. Sublicense an API for use by a third party.
  3. Perform an action with the intent of introducing to Sixgill products and services any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.
  4. Defame, abuse, harass, stalk, or threaten others; or
  5. Interfere with or disrupt the API or the servers or networks providing the APIs.
  6. Scrape, build databases, or otherwise create permanent copies of the API, or keep cached copies longer than permitted by the cache header;
  7. Copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third party;
  8. Misrepresent the source or ownership of the API; or
  9. Remove, obscure, or alter any copyright, trademark, or other proprietary rights notices; or falsify or delete any author attributions, legal notices, or other labels of the origin or source of material.

For the removal of doubt API shall be considered as part of the Software for all intense and purposes.

DISCLAIMERS OF ALL WARRANTIES

THE SOFTWARE (AND ANY RELATED SERVICE) IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SUBMISSION OF CONTENT BY YOU OR OTHERS DOES NOT IMPLY ENDORSEMENT BY US OF THE CONTENT. WITHOUT LIMITING THE ABOVE, WE MAKE NO WARRANTY WHATSOEVER WITH RESPECT TO (I) THE SOFTWARE MEETING YOUR REQUIREMENTS, OR BEING UNINTERRUPTED, CONTINUOUS, TIMELY, SECURE, OR ERROR OR VIRUS FREE; (II) WHETHER YOUR USE OF THE SOFTWARE OR ANY RELATED SERVICES WILL GENERATE ANY RESULTS OR CONSEQUENCES, NOR IN TERMS OF THE CORRECTNESS, COMPLETENESS, AVAILABILITY, ACCURACY, RELIABILITY OR OTHERWISE, OR IN CONNECITON WITH SUBMISSIONS OR PREVENTTION OF UNAUTHORISED ACCESS, SHARING OR DOWNLOAD OF CONTENT; OR (III) YOUR
USE OF THE SOFTWARE IS LAWFUL IN ANY PARTICULAR JURISDICTION.

YOUR USE OF THE SOFTWARE AND ANY ACTION OR INACTION BY USERS OF THE SERVICE, ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY RESULTING CONSEQUENCES.

YOU HEREBY UNDERTAKE THAT THE USE OF ANY INFORMATION EXTRACTED FROM THE SOFTWARE SHALL BE MADE ONLY IN ACCORDANCE WITH THE APPLICABLE LAW.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY INJURY, DEATH, ACT OF GOD, ACCIDENT, DELAY, DIRECT OR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY (I) USE OR THE INABILITY (FOR ANY REASON) TO USE ANY PART OF THE SOFTWARE (INCLUDING WITHOUT LIMITATION INACCURACIES OR ERRORS OF INFORMATION AS A RESULT OF ACCESSING THE SOFTWARE), (II) IN CONNECTION WITH THIS AGREEMENT OR FOR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, OR (III) REPRESENTATIONS, WARRANTIES, ACTIONS OR INACTIONS OF ANY USER OR OTHERS (WHETHER OR NOT PROVIDED AS A RESULT OF THE SOFTWARE); IN EACH CASE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. ALL OF THE ABOVE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY AND ARE FUNDAMENTAL ELEMENTS OF THE BARGAIN BETWEEN US AND YOU.

LIMITATION OF CLAIMS

IN NO EVENT WILL OUR LIABILITY HEREUNDER EXCEED THE PAYMENTS MADE BY CUTOMER DURING THE PRECEDING 3 (THREE) MONTHS.
ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE SERVICE OR TO THE AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE, OR BE FOREVER BARRED.

INDEMNIFICATION

You release, and agree, at your own expense, to indemnify, defend and hold harmless us, our officers, directors, employees, agents and affiliates, from all liabilities, claims, alleged claims, loss and damages (of every kind, whether known or unknown and suspected or unsuspected), and including reasonable attorney’s fees, related in any way to: (i) your use of, access to or reliance on the service or the content, including without limitation our actions or omissions
while providing the services; (ii) your content, personal information and registration data; (iii) any breach of, or default in, this Agreement by you; (iv) any act or omission by you, whether or not illegal, negligent, reckless, offensive, unauthorized or unprofessional; (v) any defective, contaminated or malicious device or software, including without limitation viruses, intentionally or negligently disseminated by you or originating from your equipment or network; (vi) your account, by you or by any one accessing your account with or without your consent.

We will provide you with written notice of such claim, suit or action. You will not enter into any settlement or compromise of any such claim without our prior written consent. We reserve the right, in our sole discretion, to assume the exclusive defense and control of any matter subject to indemnification by you. In all events, you shall cooperate fully in the defense of any claim.

GOVERNING LAW

This Agreement will be governed by laws of the State of Israel without regard to its choice of law or conflicts of law principles. You and we consent to the exclusive jurisdiction and venue in the courts in Tel Aviv.

TERMINATION OF THE AGREEMENT

We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Software, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Software at any time without prior notice or liability.