RISKTOOL TECHNOLOGIES, LLC END USER LICENSE AGREEMENT
This End User License Agreement (“EULA”) is an agreement between you as the end user (“you”, “User”, or “your”) and RiskTool Technologies, LLC (“RT”) (each, a “Party” and collectively, the “Parties”), who are being (i) licensed to use the RT’s RiskTool and its services (the “RiskTool Software”); and/or (ii) RT’s Training Programs (the “Security Briefs”), pursuant to the terms and conditions of this EULA. Any reference in this EULA to “Licensed Software” shall mean the RiskTool Software and, if you elect to receive the Security Briefs. Any reference in this EULA to the Security Briefs shall only apply if you elect to receive the Security Briefs. This EULA is valid without RT’s electronic acceptance of its terms and becomes effective upon the earlier of your electronic acceptance of its terms or your use of the Licensed Software or the Security Briefs. BY ACCESSING THE LICENSED SOFTWARE OR SECURITY SOLUTION, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS EULA, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS.
SECTION 1. GRANT OF LICENSE
User acknowledges and agrees that: (a) the Licensed Software, Security Briefs and all associated services are being licensed, and provided by RT, and not by any other third party; (b) RT shall not be liable for any damages to User caused by the Licensed Software, Security Briefs or any associated services; and (c) RT will have access to certain of your information and has developed a privacy policy, which can be viewed at [www.risktooltech.com], to address your privacy concerns. Subject to this EULA, RT grants User: (a) a license to view the Security Briefs; and (b) a non-exclusive, non-assignable, non-transferable, revocable, limited right and license to use the Licensed Software. User shall not: (a) license, sublicense, lease, sublease, sell, resell, transfer, assign, distribute or otherwise make available to any third party the Licensed Software or the RT content; (b) modify or make derivative works based upon the Licensed Software or the RT content, other than the templates that are provided as part of the Licensed Software. (c) commercially exploit the Licensed Software or the RT content in any way; (d) create Internet "links" to the Licensed Software or "frame" or "mirror" any Licensor content contained in, or accessible from, the Licensed Software on any other server, wireless or Internet-based device; or (e) impersonate another user of the Licensed Software. You are solely responsible for maintaining the confidentiality of the access information provided to you for the access of the Licensed Software ("Credentials"), and you agree to keep this information confidential. You are solely responsible for all activity that occurs through use of the Credentials. You will not: (1) use another user's Credentials to obtain copies of or access to the Licensed Software; (2) use your Credentials to download unauthorized copies of or grant others access to the Licensed Software; (3) use the Licensed Software in a way that violates any third party's rights or any applicable law, including the GDPR; (4) upload any files or software that may damage or provide unauthorized access to the data, software or hardware of another; or (5) interfere or allow interference with the proper functioning of the Licensed Software.
SECTION 2. PROPRIETARY RIGHTS
User acknowledges that ownership of and title in and to all intellectual property rights, including patent, trademark, service mark, copyright, and trade secret rights, in the Licensed Software and Security Briefs are and shall remain in RT at all times. User acquires only the right to use the Licensed Software and Security Briefs and does not acquire any ownership rights or title in or to the Licensed Software or Security Briefs. All modifications, updates, revisions and extensions to the Licensed Software, Security Briefs and documentation shall be considered part of the Licensed Software, Security Briefs and documentation for purposes of this Section 2. All data, information, content, graphics, text and other materials or applications prepared by User through the use of the Licensed Software, added by User or integrated by User with the Licensed Software, shall be the sole property of User.
SECTION 3. INDEMNIFICATION
User shall indemnify RT and RT’s licensors against all third party claims, liabilities, and costs, including reasonable legal fees, reasonably incurred in the defense of any claim arising out of User's breach of its representations and warranties under this EULA or User's unauthorized use of the Licensed Software or Security Briefs, and other proprietary information licensed under this EULA, provided that, RT notifies User in writing of such claim and that User is permitted to control fully the defense and any settlement of the claim.
SECTION 4. TERM & TERMINATION
This EULA will become effective on the date User accepts its terms and conditions or accesses the Licensed Software or Security Briefs and will remain in force until User or RT terminates this EULA. RT will be deemed to have terminated this EULA and the User's use of the Licensed Software and the Security Briefs immediately without notice if User fails to comply with the terms and conditions of this EULA. Notwithstanding, RT reserves the right to terminate User's use of the Licensed Software and Security Briefs, for any reason whatsoever, with ten (10) days written notice to User. Email notice from RT to User is deemed to be sufficient notice under this EULA.
UPON ANY TERMINATION OF THIS EULA, USER AGREES TO RETURN TO RT THE SECURITY SOLUTION AND ANY RT CONTENT WITHIN FIFTEEN (15) DAYS OF THE EFFECTIVE DATE OF TERMINATION.
SECTION 5. DISCLAIMER OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY LAW, RT MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE LICENSED SOFTWARE, SECURITY SOLUTION, OR ANY AND ALL CONTENT. RT DOES NOT REPRESENT OR WARRANT THAT: (A) THE USE OF THE LICENSED SOFTWARE OR SECURITY SOLUTION WILL BE COMPLETELY SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (B) THE LICENSED SOFTWARE OR SECURITY SOLUTION WILL MEET USER'S REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY USER THROUGH THE LICENSED SOFTWARE OR SECURITY SOLUTION WILL MEET USER'S REQUIREMENTS OR EXPECTATIONS; (E) ERRORS OR DEFECTS WILL BE CORRECTED; (F) THE LICENSED SOFTWARE OR SECURITY SOLUTION OR THE SERVER(S) THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (G) THE SECURITY SOLUTION IS SUITABLE FOR ALL NETWORKS.
THE LICENSED SOFTWARE, SECURITY SOLUTION AND ALL CONTENT IS PROVIDED TO USER STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY RT.
SECTION 6. INTERNET DELAYS
User acknowledges that access to the Licensed Software and Security Briefs may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. RT is not responsible for any delays, delivery failures, or other damage resulting from such problems.
SECTION 7. LIMITATION OF LIABILITY
EXCEPT AS OTHERWISE RESTRICTED BY LAW OR AS STATED HEREIN, RT SHALL NOT BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES (IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE), INCLUDING BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS LICENSED SOFTWARE OR SECURITY SOLUTION, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE LICENSED SOFTWARE OR SECURITY SOLUTION, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE LICENSED SOFTWARE OR SECURITY SOLUTION, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT AND/OR FITNESS FOR A PARTICULAR PURPOSE), EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.
IN FURTHERANCE, AND NOT IN LIMITATION OF THE FOREGOING, RT ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY AS A RESULT OF YOUR ACCESS TO, USE OF, OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO ARISING OUT OF OR RELATING TO THE LICENSED SOFTWARE OR SECURITY SOLUTION.
SECTION 8. GOVERNING LAW
This EULA shall be governed by and construed, interpreted, and enforced in accordance with the laws of the State of Kansas, without reference to its conflicts or choice of law principles. The parties agree that the sole and exclusive jurisdiction and venue for any and all disputes arising under this EULA shall be in any trial court located in or having jurisdiction over Johnson County or Wyandotte County, Kansas. Each of the parties hereby irrevocably submits and consents to personal jurisdiction in the State of Kansas. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods Act shall not apply to this EULA.
SECTION 9. EXPORT CONTROL NOTICE
Regardless of any disclosure made by User to RT of an ultimate destination of the Licensed Software or Security Briefs, User acknowledges that if the Licensed Software or Security Briefs is being released or transferred to User in the United States that the Licensed Software and Security Briefs are subject to the U.S. and European Union export control laws. User acknowledges its exclusive obligation to ensure that its exports from the United States are in compliance with the U.S. export control laws. User shall also be responsible for complying with all applicable governmental regulations of any foreign countries with respect to the use of the Licensed Software or Security Briefs outside of the United States. User agrees that it will not submit the Licensed Software or Security Briefs or any related content to any government agency for licensing consideration or other regulatory approval without the prior written consent of RT. Customer shall defend, indemnify, and hold RT harmless from and against any and all claims, judgments, awards, and costs (including reasonable legal fees) arising out of User's noncompliance with applicable U.S. or foreign law with respect to the use or transfer of the Licensed Software or Security Briefs outside the United States by User and its affiliates.
The Licensed Software and Security Briefs provide services and use software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies. User acknowledges and agrees that the Licensed Software and Security Briefs shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to Afghanistan, Burma, Cuba, Iraq, Iran, Libya, Sudan, or any other countries to which the United States maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using this Licensed Software and Security Briefs, User represents and warrants that it is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. User agrees to comply strictly with all U.S. export laws.
SECTION 10. SEVERTBILITY
If any provision in this EULA is invalid or unenforceable, that provision shall be construed, limited, modified or, if necessary, severed, to the extent necessary, to eliminate its invalidity or unenforceability, and the other provisions of this EULA shall remain unaffected.
SECTION 11. WAIVER
No waiver of any right under this EULA shall be effective unless in writing, signed by a duly authorized representative.
SECTION 12. NO THIRD PARTY BENEFICIARY
Nothing in this EULA, express or implied, is intended to or shall confer upon any other person or entity any right, benefit, or remedy of any nature whatsoever under or by reason of this EULA.
SECTION 13. ENTIRE AGREEMENT
This EULA sets forth the entire understanding and license between User and RT and may be amended only in writing signed by all Parties. No other person is authorized to modify this EULA or to make any warranty, representation or promise, which is different than, or in addition to, the warranty, representations, or promises herein.