SCG Cyber, LLC Appendix A to Software License Purchase Agreement
APPENDIX A: END USER LICENSE AGREEMENT
This End User License Agreement (the “Agreement”) constitutes a legally binding agreement by and between SCG Cyber, LLC (SCG Cyber) and you (“You” or “Your”) concerning use by You, whether as an individual or entity, of SCG Cyber, LLC’s license of Global Integrity’s “dSecure” software (the “Software”) and is made a part of the dSecure Purchase Agreement (Purchase Agreement) executed by You. SCG Cyber, LLC is an authorized reseller of Global Integrity, Inc.’s â products.
IF YOU DO NOT UNDERSTAND THIS AGREEMENT, OR DO NOT AGREE TO BE BOUND BY IT, YOU ARE NOT GRANTED PERMISSION TO INSTALL, ACCESS, OR OTHERWISE USE ANY PART OF THE SOFTWARE AND MUST RETURN THE SOFTWARE TO SCG CYBER, LLC FOR A REFUND (IF APPLICABLE) WITHIN SEVEN (7) DAYS OF RECEIPT OF THE SOFTWARE. IF THE SOFTWARE HAS NOT BEEN RETURNED WITHIN THE SEVEN (7) DAY PERIOD, YOU WILL BE DEEMED TO HAVE AGREED TO AND ACCEPTED ALL OF TERMS AND CONDITIONS OF THIS AGREEMENT.
As used in this Agreement: “Software” shall further refer to and consist of the following: the software or the software application accompanying this Agreement, including, without limitation, any software code, scripts, interfaces, graphics, displays, text, documentation and other components; and (ii) any updates, modifications or enhancements to the items listed above.
2. RISK ASSUMPTION
YOU KNOWINGLY AND FREELY ASSUME ALL RISK WHEN USING THE SOFTWARE. YOU, ON BEHALF OF YOURSELF, YOUR PERSONAL REPRESENTATIVES AND YOUR HEIRS, HEREBY VOLUNTARILY AGREE TO RELEASE, WAIVE, DISCHARGE, HOLD HARMLESS, DEFEND AND INDEMNIFY SCG CYBER, LLC AND THE PEOPLE AND ORGANIZATIONS WHOSE NAMES ARE STATED IN THE SOFTWARE, AND ASSIGNS FROM ANY AND ALL CLAIMS, ACTIONS OR LOSSES FOR BODILY INJURY, PROPERTY DAMAGE, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF SERVICES OR OTHER DAMAGES OR HARM, WHETHER TO YOU OR TO THIRD PARTIES, WHICH MAY RESULT FROM YOUR USE OF THE SOFTWARE.
3. LICENSE, LIMITED WARRANTY AND RESTRICTIONS ON USE
LICENSE GRANT. SCG CYBER, LLC GRANTS YOU A REVOCABLE, NON-EXCLUSIVE, NON-TRANSFERABLE, LIMITED RIGHT TO INSTALL AND USE THE SOFTWARE ON A SINGLE COMPUTER OR DEVICE (“Computer”) OWNED AND CONTROLLED BY YOU, AND TO ACCESS AND USE THE SOFTWARE ON SUCH COMPUTER STRICTLY IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT.
Limited Warranty. Global Integrity, Inc. warrants that the Software shall perform substantially in accordance with its accompanying documentation for a period of 90 days from the date of receipt. In the event of a failure of this limited warranty, SCG Cyber, LLC and Global Integrity, Inc.'s entire liability and your exclusive remedy shall be (at SCG Cyber, LLC, and Global Integrity, Inc.'s option) either the repair or replacement of the defective portion of the Software that does not meet Global Integrity, Inc.'s representation in its documentation and which is returned to SCG Cyber, LLC with a copy of your receipt for purchase. Claims under this limited warranty must be received no later than five (5) days after the end of the 90-day period. Claims must be made via SCG Cyber, LLC’s Return Merchandise Authorization Program.
Restrictions on Use. THE SOFTWARE IS STRICTLY FOR USE AS INTENDED BY THE MANUFACTURER. You shall use the Software strictly in accordance with the terms of this Agreement and shall not: (a) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the Software; (b) make any modification, adaptation, improvement, enhancement, translation or derivative work from the Software; (c) violate any applicable laws, rules or regulations in connection with Your access or use of the Software; (d) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of SCG Cyber, LLC or its affiliates, partners, suppliers or the licensors of the Software; (e) use the Software for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (f) install, use or permit the Software to exist on any computer or other mobile device in a manner that conflicts with your Purchase Agreement; (g) distribute the Software to multiple computers in a manner that conflicts with your Purchase Agreement; (h) make the Software available over a network or other environment permitting access or use by multiple computers or users at the same time unless specifically outlined in your Purchase Agreement; (i) use the Software for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for any services, product or software offered by SCG Cyber, LLC; (j) use the Software to send automated queries to any website or to send any unsolicited commercial e-mail; (k) use any proprietary information or interfaces of SCG Cyber, LLC or Global Integrity, Inc. or other intellectual property of SCG Cyber, LLC or Global Integrity, Inc. in the design, development, manufacture, licensing or distribution of any Software, accessories or devices for use with the Software.; or (l) the Software, or any portion of the Software, may not be reproduced, duplicated, copied, modified, sold, resold, distributed, visited, or otherwise exploited for any commercial purpose without the express written consent of SCG Cyber, LLC.
4. INTELLECTUAL PROPERTY RIGHTS
1. Rights to Software. You acknowledge and agree that the Software and all copyrights, patents, trademarks, trade secrets and other intellectual property rights associated therewith are, and shall remain, the property of Global Integrity, Inc., and/or SCG Cyber, LLC. Furthermore, You acknowledge and agree that the source and object code of the Software and the format, directories, queries, algorithms, structure and organization of the Software are the intellectual property and proprietary and confidential information of Global Integrity, Inc.. Except as expressly stated in this Agreement, You are not granted any intellectual property rights in or to the Software by implication, estoppel or other legal theory, and all rights in and to the Software not expressly granted in this Agreement are hereby reserved and retained by Global Integrity, Inc., and SCG Cyber, LLC.
2. Third Party Software. The Software may utilize or include third party software that is subject to open source and third party license terms (“Third Party Software”). You acknowledge and agree that Your right to use such Third Party Software as part of the Software is subject to and governed by the terms and conditions of the open source or third party license applicable to such Third Party Software, including, without limitation, any applicable acknowledgements, license terms and disclaimers contained therein. In the event of a conflict between the terms of this Agreement and the terms of such open source or third party licenses, the terms of the open source or third party licenses shall control with regard to Your use of the relevant Third Party Software. In no event shall the Software or components thereof be deemed to be “open source” or “publically available” software.
3. Rights to Use. “dSecure” and “dSecure:Office,” are trademarks or registered trademarks of Global Integrity, Inc., for which SCG Cyber is authorized to use for commercial marketing purposes (SCG Cyber Marks). Other trademarks, service marks, graphics, logos and domain names appearing on the Software may be the trademarks of third-parties. Neither Your use of the Software nor this Agreement grant You any right, title or interest in or to, or any license to reproduce or otherwise use, the SCG Cyber Marks or any third-party trademarks, service marks, graphics, logos or domain names. You agree that any goodwill in the SCG Cyber Marks generated as a result of Your use of the Software will inure to the benefit of SCG Cyber, LLC and You agree to assign, and hereby do assign, all such goodwill to SCG Cyber, LLC. You shall not at any time, nor shall You assist others to, challenge SCG Cyber, LLC’s right, title, or interest in or to, or the validity of, the SCG Cyber Marks.
4. SCG Cyber, LLC Copyrights; Copyright Notice. All content and other materials available through the Software, including without limitation any software code, scripts, interfaces, graphics, displays, text, documentation and other components, and the selection, arrangement and organization thereof, are owned by Global Integrity, Inc., and licensed to SCG Cyber, LLC. Except as explicitly provided, neither Your use of the Software nor this Agreement grant You any right, title or interest in or to any such materials. Copyright © 2017 to the present, Global Integrity, Inc., and SCG Cyber, LLC. ALL RIGHTS RESERVED.
5. RESTRICTION ON TRANSFER
YOU MAY NOT RENT, LEASE, LEND, SUBLICENSE OR TRANSFER THE SOFTWARE, THIS AGREEMENT OR ANY OF THE RIGHTS GRANTED HEREUNDER. ANY ATTEMPTED TRANSFER IN CONTRAVENTION OF THIS PROVISION SHALL BE NULL AND VOID AND OF NO FORCE OR EFFECT.
dSecure is designed exclusively for the use of adults. If you are under 18, you may use dSecure only with the involvement of a parent or guardian.
7. THIRD PARTY CONTENT AND SERVICES
General. You acknowledge that the Software may permit, or require, access to or use of products, services (such as Software usage and marketing analytics), web-sites, advertisements, promotions, recommendations, advice, information, and materials created and provided by advertisers, publishers, content partners, marketing agents, vendors and other third parties (“Third Party Content and Services”).
Disclaimer. You acknowledge that SCG Cyber, LLC does not investigate, monitor, represent or endorse the Third Party Content and Services (including any third party websites available through the Software). Furthermore, Your access to and use of the Third Party Content and Services is at Your risk, and SCG Cyber, LLC shall have no liability to You arising out of or in connection with Your access to and use of the Third Party Content and Services. SCG Cyber, LLC hereby disclaims any representation, warranty or guaranty regarding the Third Party Content and Services, whether express, implied or statutory, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose, and any representation, warranty or guaranty regarding the availability, quality, reliability, features, appropriates, accuracy, completeness, or legality of the Third Party Content and Services.
Third Party Terms of Service. You acknowledge and agree that Your access to and use of the Third Party Content and Services and any correspondence or business dealings between You and any third party located using the Software may be governed by and require Your acceptance of the terms of service of such third party, including, without limitation, any terms, privacy policies, conditions, representations, warranties or disclaimers contained therein. Furthermore, You acknowledge and agree that the Third Party Content and Services and any related third party terms of service are subject to change by the applicable third party at its sole discretion and without any notice. You assume all risks arising out of or resulting from your transaction of business over the Internet and with any third party, and you agree that SCG Cyber, LLC is not responsible or liable for any loss or result of the presence of information about or links to such advertisers or service providers. Furthermore, You acknowledge and agree that You are not being granted a license to: (i) the Third Party Content and Services; (ii) any products, services, processes or technology described in or offered by the Third Party Content and Services; or (iii) any copyright, trademark, patent or other intellectual property right in the Third Party Content or Services or any products, services, processes or technology described or offered therein.
Endorsements. You acknowledge and agree that the provision of access to any Third Party Content and Service shall not constitute or imply any endorsement by SCG Cyber, LLC of such Third Party Content and Services. SCG Cyber, LLC reserves the right to restrict or deny access to any Third Party Content and Services otherwise accessible through the Software, although SCG Cyber, LLC has no obligation to restrict or deny access even if requested by You.
Inappropriate Materials. You understand that by accessing and using the Third Party Content and Services, You may encounter information, materials and subject matter: (i) that You or others may deem offensive, indecent, or objectionable; (ii) which may or may not be identified as having explicit language, and (iii) that automatically and unintentionally appears in search results, as a link or reference to objectionable material. Notwithstanding the foregoing, You agree to use the Third Party Content and Services at Your sole risk and that SCG Cyber, LLC shall have no liability to You for information, material or subject matter that is found to be offensive, indecent, or objectionable.
8. TERM AND TERMINATION; SURVIVAL
Term. This Agreement shall be effective until terminated by SCG Cyber, LLC, as provided in your Purchase Agreement.
Termination. SCG Cyber, LLC may, in its sole and absolute discretion, at any time and for any or no reason, suspend or terminate this Agreement and the rights afforded to You hereunder with or without prior notice. Furthermore, if You fail to comply with any terms and conditions of this Agreement, then this Agreement and any rights afforded to You hereunder shall terminate automatically, without any notice or other action by SCG Cyber, LLC. Upon the termination of this Agreement, You shall cease all use of the Software and uninstall the Software.
Survival. The following sections of this Agreement and any other provisions of this Agreement which by their express language or by their context are intended to survive the termination of this Agreement shall survive such termination: 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, and 16.
9. DISCLAIMER OF WARRANTIES
YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE IS PROVIDED ON AN “AS IS’ AND “AS AVAILABLE” BASIS, AND THAT YOUR USE OF OR RELIANCE UPON THE SOFTWARE AND ANY THIRD PARTY CONTENT AND SERVICES ACCESSED THEREBY IS AT YOUR SOLE RISK. SCG CYBER, LLC AND GLOBAL INTEGRITY, INC. HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND GUARANTIES REGARDING THE SOFTWARE AND THIRD PARTY CONTENT AND SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FURTHERMORE, SCG CYBER, LLC AND GLOBAL INTEGRITY, INC. MAKE NO WARRANTY THAT: (I) THE SOFTWARE OR THIRD PARTY CONTENT AND SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE SOFTWARE OR THIRD PARTY CONTENT AND SERVICES WILL BE UNINTERRUPTED, ACCURATE, RELIABLE, TIMELY, SECURE OR ERROR-FREE; (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL ACCESSED OR OBTAINED BY YOU THROUGH THE SOFTWARE WILL BE AS REPRESENTED OR MEET YOUR EXPECTATIONS; OR (IV) ANY ERRORS IN THE SOFTWARE OR THIRD PARTY CONTENT AND SERVICES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SCG CYBER, LLC OR FROM THE SOFTWARE SHALL CREATE ANY REPRESENTATION, WARRANTY OR GUARANTY. FURTHERMORE, YOU ACKNOWLEDGE THAT SCG CYBER, LLC AND GLOBAL INTEGRITY HAVE NO OBLIGATION TO CORRECT ANY ERRORS OR OTHERWISE SUPPORT OR MAINTAIN THE SOFTWARE.
10. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL SCG CYBER, LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE SOFTWARE AND ANY THIRD PARTY CONTENT AND SERVICES, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SCG CYBER, LLC OR GLOBAL INTEGRITY, INC. WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SCG CYBER, LLC’S AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN SCG CYBER, LLC AND YOU. THE SOFTWARE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
You shall indemnify, defend and hold harmless SCG Cyber, LLC and Global Integrity, Inc. from and against any claim, proceeding, loss, damage, fine, penalty, interest and expense (including, without limitation, fees for attorneys and other professional advisors) arising out of or in connection with the following: (i) Your access to or use of the Software or Third Party Content and Services; (ii) Your breach of this Agreement; (iii) Your violation of law; (iv) Your negligence or willful misconduct; or (v) Your violation of the rights of a third party, including the infringement by You of any intellectual property or misappropriation of any proprietary right or trade secret of any person or entity. These obligations will survive any termination of the Agreement.
SCG Cyber, LLC does not warrant that the Software will be compatible or interoperable with Your computer or any other piece of hardware, software, equipment or device installed on or used in connection with your computer. Furthermore, You acknowledge that compatibility and interoperability problems can cause the performance of your computer to diminish or fail completely, and may result in permanent damage to Your computer, loss of the data located on Your computer, and corruption of the software and files located on Your computer. You acknowledge and agree that SCG Cyber, LLC and/or Global Integrity, Inc. shall have no liability to You for any losses suffered resulting from or arising in connection with compatibility or interoperability problems.
You acknowledge and agree that the Software contains proprietary trade secrets and confidential information of Global Integrity, Inc. (the “Confidential Information”). You agree to secure and protect the confidentiality of the Confidential Information of Global Integrity, Inc. in a manner consistent with the maintenance of Global Integrity, Inc.'s rights therein, using at least as great a degree of care as you use to maintain the confidentiality of your own confidential information of a similar nature, but in no event using less than reasonable efforts. You shall not, nor permit any third party to, sell, transfer, publish, disclose, or otherwise make available any portion of the Confidential Information to third parties, except as expressly authorized in this Agreement.
All technical support, if any, shall be provided by Global Integrity, Inc. SCG Cyber, LLC as reseller shall not provide technical support. Your use of the Software represents that you understand and agree to solely look to Global Integrity, Inc., for such support and troubleshooting. Support shall include the following:
Tier 1 Support: Global Integrity, Inc. technical support personnel will work via email and telephone directly with You, the customer of SCG Cyber, to answer questions, help configure the software, and do analysis to isolate any technical difficulties. Your dSecure codes will be stored on a server(s) maintained by Global Integrity, Inc. If you elect to maintain Your dSecure codes on Your own server(s), SCG Cyber will be responsible for the install at Your site.
Tier 2 Support: Global Integrity, Inc. technical support personnel will perform advanced diagnostics via remote login to resolve issues by: 1) Understanding the environment in which the customer operates and 2) Perform hands on analysis either in person or remotely.
Tier 3 and Tier 4 Support: Should You encounter errors in the Global Integrity, Inc. product or source code that need to be repaired, Global Integrity, Inc. technical support personnel will take all reasonable measures to identify the error, make the appropriate repair, and update the software in as timely a manner as is feasible.
Global Integrity, Inc. Support Information:
Global Integrity technical support is available from 8am to 5pm, Eastern Standard Time, Monday through Friday by phone at 1.844.446.3673 and by email at email@example.com.
Global Integrity will respond to support inquiries within 24 hours.
SCG Cyber will review the technical support process with the LPOC during the install process.
15. GOVERNING LAW; JURISDICTION AND VENUE
This Agreement, and all matters arising out of or relating to this Agreement, shall be governed by the laws of the State of Texas, without giving effect to principles regarding conflicts of laws, and shall be deemed to be executed in Bryan, Brazos County, Texas. The parties agree that the exclusive venue for litigation of matters arising out of or relating to this Agreement shall be the state and Federal courts located in Houston, Harris County, Texas, and both parties hereby submit to the jurisdiction of such courts for this purpose.
Severability. If any provision of this Agreement is held to be invalid or unenforceable with respect to a party, the remainder of this Agreement, or the Software of such provision to persons other than those to whom it is held invalid or unenforceable shall not be affected and each remaining provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
Waiver. Except as provided herein, the failure to exercise a right or require performance of an obligation under this Agreement shall not affect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute waiver of any subsequent breach.
Export Control. You may not use or otherwise export or re-export the Software except as authorized by United States law and the laws of the jurisdiction(s) in which the Software was obtained. You represent and warrant that You are not (i) located in any country that is subject to a U.S. Government embargo (currently Cuba, Iran, North Korea, Sudan, and Syria), or that has been designated by the U.S. Government as a “terrorist supporting” country, or (ii) listed on any U.S. Government list of prohibited or restricted parties including the Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List, or the list of "Specifically Designated Nationals and Blocked Persons" maintained by the U.S. Department of Treasury. You shall not export, re-export, or transfer the Software to any user engaged in activities related to weapons of mass destruction. Such activities include but are not necessarily limited to activities related to: (1) the design, development, production, or use of nuclear materials, nuclear facilities, or nuclear weapons; (2) the design, development, production, or use of missiles or support of missiles projects. You also agree that You will not use the Software for any other purposes prohibited by United States law.
Modification or Amendment. SCG Cyber, LLC may modify or amend the terms of this Agreement. You will be deemed to have agreed to any such modification or amendment by Your decision to continue using the Software. Updates to this Agreement may be found at WWW.SCGCYBER.COM/EULA-dsecure
Third Party Beneficiaries. Except as provided in this Section 15(e), nothing contained in this Agreement is intended or shall be construed to confer upon any person (other than the parties hereto) any rights, benefits or remedies of any kind or character, or to create any obligations or liabilities of a party to any such person. You and SCG Cyber, LLC acknowledge and agree that Global Integrity and its subsidiaries are third party beneficiaries to this Agreement, and that, upon Your acceptance of the terms and conditions of this Agreement, Global Integrity will have the right to enforce this Agreement against You in its capacity as a third party beneficiary to the Agreement.
Assignment. SCG Cyber, LLC may assign or transfer this Agreement at any time, with or without notice to You. You shall not assign this Agreement or any rights or obligations herein without the prior written consent of SCG Cyber, LLC and any attempted assignment in contravention of this provision shall be null and void and of no force or effect.
Entire Agreement. This Agreement including the documents incorporated herein by reference constitute the entire agreement with respect to the use of the Software licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter.
Headings. The headings contained in this Agreement are inserted as a matter of convenience and for ease of reference only and shall be disregarded for all other purposes, including the construction or enforcement of this Agreement or any of its provisions.
Notices. Please direct any questions, complaints or claims related to this Agreement or Your use of the Software to the following: SCG Cyber, LLC, 1733 Briarcrest Drive, Suite 108, Bryan, Texas 77802.