SOFTWARE TRIAL AGREEMENT
version/date: 21 July 2016
This Software Trial Agreement (“Agreement”) is a legal agreement between you ("You") and AlienVault, Inc. (“AlienVault”) for the software product (“Software”) you have downloaded from AlienVault. By installing, copying, downloading, accessing or otherwise using the Software, You agree to be bound by the terms of this Agreement. If You do not agree to the terms of this Agreement, do not install, access or use the Software.
The Software is protected by copyright laws and international treaties. Unauthorized use, duplication or distribution of this program or any portion of it without the express written consent of AlienVault is strictly prohibited. ALL RIGHTS RESERVED.
“AlienVault” is a trademark of AlienVault. Any other trademarks are for identification purposes only and are the property of their respective owners.
TERMS AND CONDITIONS
“AlienVault Open Source SIEM Software (OSSIM)” means the AlienVault security information management software distributed to the public under an open source license (GPL Version 3.0, available at http://www.gnu.org/licenses/gpl.html) and including the AlienVault SIEM, Compliance module, Agents and Sensors (as described at www.alienvault.com).
“AlienVault Unified Security Management Products” means the combination of the AlienVault Open Source SIEM (OSSIM) Software and Alienvault proprietary content integrated by AlienVault for and on behalf of You in accordance with this Agreement.
“Derivative Works” means a revision, enhancement, modification, translation, abridgment, condensation or expansion of Software or any other form in which such Software may be recast, transferred or adapted, which, if used without the consent of AlienVault, would constitute a copyright infringement.
“Documentation” means the user manuals and any other materials in any form or medium made generally available by AlienVault to You, regarding the proper installation and use of the Software.
“License” means a license granted by AlienVault to You that allows You to use the Software in strict accordance with this Agreement.
“Software” means the AlienVault Professional SIEM (as defined herein), the Documentation, and all third-party software that AlienVault may have purchased or licensed from third parties and delivered to the You as part of the Software.
“Term” means the period of time AlienVault grants the License to You under the terms and conditions of this Agreement as further specified in Section 3A.
2. INTELLECTUAL PROPERTY RIGHTS
A. Ownership. Title to the Software, Documentation, and all patents, copyrights, trade secrets and other worldwide proprietary and intellectual property rights in or related thereto are and will remain the exclusive property of AlienVault and its licensors. You may not remove any titles, trademarks or trade names, copyright notices, legends, or other proprietary markings in or on the Software or Documentation and will not acquire any rights in the Software or Documentation, except the limited license specified in this Agreement. AlienVault and its licensors own all rights in any copy, translation, modification, adaptation or Derivative Works of the Software, including any improvement or development thereof. AlienVault retains all rights not expressly granted to You in this Agreement. You shall promptly notify AlienVault in writing upon discovery of any unauthorized use of the Software or Documentation or infringement of AlienVault’s proprietary rights in the Software or Documentation.
B. Open Source Components. AlienVault Open Source SIEM (OSSIM) Software is provided to You under an open source software license, currently the GNU GPL Version 3.0 (http://www.gnu.org/licenses/gpl.html). This software includes certain third-party software as set out in the Documentation, which may be updated from time to time in line with new versions of the Open Source SIEM (OSSIM) Software (as indicated at http://www.alienvault.com/), and which may be used only in accordance with the licenses set forth therein. The Open Source SIEM (OSSIM) Software, and the AlienVault Unified Security Management Products, include certain third-party software as set forth in the Documentation, and may be used only in accordance with the licenses set forth therein, which prevail over the terms of this Agreement with respect to such third-party software. Source code for these components is available upon written request to AlienVault. With respect to the AlienVault Professional SIEM, third-party components are integrated by AlienVault for and on behalf of You in accordance with the Agreement. Therefore, any third-party software delivered to You pursuant to this Agreement, including any third-party's plug-in (remote Sensors, etc.) that may be provided with the AlienVault Professional SIEM, is included for use at Your option, solely in accordance with the corresponding third-party software license(s). AlienVault shall have no liability for Your use of any third-party software.
3. LICENSE GRANT
A. Software License. You are granted a non-exclusive, non-transferable, non- assignable, non-sublicensable, restricted license during the term set forth in this Agreement, to install and use one copy of the Software in accordance with the relevant Documentation. The Software and Documentation may not be distributed to any third parties.
The license granted herein is subject to the specific restrictions and limitations set forth herein, the terms of the open source licenses governing the components included in the Software, and/or any additional licensing restrictions and limitations specified in the Documentation, or by notification and/or policy change posted at www.alienvault.com.
You may use the Software for internal business purposes only in relation to its own computer systems. You may not use the Software for providing hosted or service bureau services to the general public or any third-party entities.
B. Restrictions on Use. Subject to the terms of the open source licenses governing the open source components referred to in Section 2(B), You shall not (i) allow third parties or develop methods for third parties to use the Software; (ii) sell, rent, lease, use collectively, record, license, sublicense, share, distribute, publicly communicate, transfer or exploit in any other manner the Software or Documentation, unless otherwise expressly provided for in this Agreement; (iii) except as provided by applicable law, decompile, disassemble, or reverse engineer the Software, in whole or in part, and You shall not attempt to obtain in any other manner any Software source code, and shall not carry out any action to the detriment of AlienVault’s intellectual property rights or those of its suppliers; (iv) make copies, execute, publish, or reproduce Software or Documentation, unless expressly authorized in this Agreement (and all copies must maintain AlienVault’s copyright notices); (v) develop any Derivative Works or any type of software program based on Software, the Documentation, or any other Confidential Information of AlienVault; (vi) make available, reveal, disclose, offer, or allow the use of Software by third parties, without the prior written consent of AlienVault; (vii) alter or modify the Software without the prior written consent of AlienVault; (viii) reject, avoid, elude, remove, deactivate, or evade, in any way, any protection mechanism of the Software, including without limitation any mechanism used to restrict or control Software functions; (ix) provide or offer access to any third parties to any restricted online access keys or authentication passwords provided by AlienVault for downloading Software; or (x) disclose to any third party any benchmarking or comparative study involving the Software or Documentation.
A. Audits. AlienVault, or a certified public accountant designated by AlienVault, shall have the right, upon ten (10) days written notice to You, to conduct an inspection and audit of all relevant facilities and records of Yours relating to this Agreement. Such audit shall be conducted during regular business hours at Your offices and data centers and in such manner so as not to unreasonably interfere with Your normal business activities. In no event shall audits be conducted more frequently than once every six (6) months. The audit shall be conducted at AlienVault’s expense; provided, however, that if the audit reveals that You have failed to comply with any material term of this Agreement, You shall pay all reasonable costs and expenses incurred by AlienVault in conducting the audit, and any applicable unpaid fees.
5. WARRANTY AND WARRANTY DISCLAIMERS
THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. ALIENVAULT DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALIENVAULT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
6. LIMITATION OF LIABILITY
IN NO EVENT, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL ALIENVAULT OR ITS LICENSORS, PARTNERS, OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTIES UNDER THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, COSTS, LOSSES OR EXPENSE, (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OR INTERRUPTION OF USE, LOSS OF DATA, DAMAGE TO NETWORKS, EQUIPMENT, OR HARDWARE, OR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR TECHNOLOGY), OR ANY AMOUNTS IN EXCESS OF THE ORIGINAL PURCHASE PRICE OF THE SOFTWARE. THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND DO NOT APPLY TO BODILY INJURY TO A PERSON.
7. CONFIDENTIALITY, AND COMMUNICATIONS
A. Confidentiality. You acknowledge and agree that the Software incorporates confidential and proprietary information developed or acquired by AlienVault including, but not limited to, technical and non-technical data, formulas, patterns, compilations, devices, methods, techniques, drawings and processes related to the Software, which constitutes the valuable intellectual property of AlienVault and its suppliers.
You may use confidential information solely in accordance with this Agreement and will take all reasonable precautions necessary to safeguard the confidentiality of such information. You will hold in confidence and not disclose, reproduce, distribute or transmit the confidential information, directly or indirectly, in any form, by any means, or for any purpose, except to those of its employees, agents, consultants or subcontractors who require access for Your authorized use of the Software in accordance with the terms of this Agreement. You will implement reasonable security measures to protect such confidential information at a level no less restrictive than used to protect its own confidential information.
You acknowledge that (i) any use or threatened use of the Software in a manner inconsistent with this Agreement, or (ii) any other misuse of the confidential information of AlienVault will cause immediate irreparable harm to AlienVault for which there may be no adequate remedy at law. Accordingly, You agree that AlienVault shall be entitled to seek injunctive relief in the event of any such breach or threatened breach by You. Nothing contained herein shall limit AlienVault’s right to any remedies at law.
B. Your Information. AlienVault may use any technical information You provide to AlienVault for any of AlienVault’s reasonable business purposes, including product support and development. AlienVault will not use technical information in a form that personally identifies the You.
8. EXPORT CONTROLS
You hereby represent, certify and warrant that it is now and will remain in the future compliant with all export control statutes, regulations, decrees, orders, guidelines and policies of the United States Government and the Government of any country in which You conduct business pursuant to this agreement including but not limited to the Export Administration Regulations ("EAR") (15 C.F.R. Parts 730-774) of the U.S. Department of Commerce; the U.S. antiboycott regulations and guidelines, including those under the EAR and U.S. Department of the Treasury regulations; the various economic sanctions regulations and guidelines of the U.S. Department of the Treasury, Office of Foreign Assets Control (“OFAC”), and the USA Patriot Act (Title III of Pub. L. 107-56, signed into law October 26, 2001), as amended; and restrictions against dealings with certain prohibited, debarred, denied or specially designated entities or individuals under statutes, regulations, orders, and decrees of various agencies of the United States Government. You certify that it (1) is not a Person described or designated in the Specially Designated Nationals and Blocked Persons List of OFAC; (2) does not engage in any prohibited dealings or transactions with any such Person and; (iii) does not engage in any dealings or transactions which would cause AlienVault to be in violation of any economic sanctions regulations and guidelines of OFAC. You shall indemnify and hold AlienVault harmless arising out of a breach by You of this Section 8.
9. TERM AND TERMINATION
This Agreement and the licenses granted hereunder shall remain in effect for the period specified in the Agreement, unless earlier terminated as set forth herein.
YOUR RIGHT TO USE THE SOFTWARE SHALL BE EFFECTIVE FROM THE DATE YOU FIRST INSTALL ANY PORTION OF THE SOFTWARE ON ANY DEVICE AND SHALL CONTINUE FOR A PERIOD OF THIRTY CALENDAR (30) DAYS, AT WHICH TIME YOUR RIGHTS SHALL CEASE. THE SOFTWARE IS TIME SENSITIVE AND WILL NOT FUNCTION AFTER APPROXIMATELY 30 DAYS. NOTICE OF EXPIRATION MIGHT NOT BE GIVEN, SO YOU NEED TO PLAN FOR THE EXPIRATION DATE AND MAKE A COPY OF AND REMOVE YOUR IMPORTANT DATA BEFORE EXPIRATION. If You desire to use the Software after Your evaluation is completed, You will need to acquire a validly licensed copy of the non-evaluation version of the Software. Upon expiration of the permitted time period, Your rights to the Software ends and You must remove and destroy all copies of the Software and any components thereof from Your device. If You desire to use the Software after the completion of the permitted time period specified herein, You will need to acquire a valid, non-evaluation license to the Software.
Without prejudice to any other rights, AlienVault may terminate this Agreement if You fail to comply with the terms and conditions of this Agreement. In such event, You must destroy all copies of the Software and all of its component parts. Except as expressly provided herein, Sections 1, 2, 4, 5, 6, 7, 8, and 10 of this Agreement shall survive termination.
A. Force Majeure. AlienVault will not be held responsible for any failure, delay or interruption caused by circumstances outside of its control, such as network failure, network connection failure, earthquake, flooding, strikes, embargos or acts of government. If such event giving rise to Force Majeure lasts for more than 30 days, then either party may terminate this Agreement without such termination giving rise to any liability or right to any refund.
B. Severability. If any provision of this Agreement is held illegal or unenforceable by any court of competent jurisdiction, such provision shall be deemed severed from the remaining provisions of this Agreement and shall not affect or impair the validity or enforceability of the remaining provisions of this Agreement.
C. Waiver. No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of those rights.
D. General. This Agreement constitutes the exclusive terms and conditions with respect to the subject matter hereof, notwithstanding any different or additional terms that may be contained in the form of purchase order or other document used by You to place orders or otherwise effect transactions hereunder. This Agreement represents the final, complete and exclusive statement of the agreement between the parties with respect to subject matter hereof and all prior written agreements and all prior and contemporaneous oral agreements with respect to the subject matter hereof are merged therein. The validity, interpretation and enforcement of this Agreement will be governed by and construed in accordance with the laws of the United States and of the State of California without giving effect to the conflicts of law provisions thereof or the United Nations Convention on Contracts for the International Sale of Goods. You hereby irrevocably consent to jurisdiction of both the state or federal courts located in San Francisco County, California. The effective date is the last date this Agreement is signed by both parties.