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DOCUMENT A

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FOR ALL COMMERCIAL CUSTOMERS AND USERS OF CADO SOFTWARE, DOCUMENT A - END USER LICENSE AGREEMENT SHALL APPLY.

FOR ALL COMMUNITY EDITION USERS OF CADO SOFTWARE, DOCUMENT B - COMMUNITY EDITION LICENSE AGREEMENT SHALL APPLY.

End User License Agreement​

BEFORE USING THE CADO SECURITY SOFTWARE, YOU SHOULD CAREFULLY READ THE FOLLOWING USER AGREEMENT THAT APPLIES TO THE SOFTWARE UNLESS USER AND COMPANY HAVE NEGOTIATED AND ENTERED INTO A SEPARATE, VALID WRITTEN AND MUTUALLY EXECUTED AGREEMENT PERTAINING TO USER’S USE OF THE SOFTWARE. BY PROCEEDING WITH ANY INSTALLATION AND/OR USE OF THE SOFTWARE, YOU FULLY ACCEPT AND AGREE TO ALL OF THE PROVISIONS OF THIS USER AGREEMENT, ESTABLISHING A BINDING AGREEMENT BETWEEN YOU AS THE PERSON USING THE SOFTWARE (THE "USER") AND CADO SECURITY LIMITED, A COMPANY INCORPORATED IN ENGLAND AND WALES (NUMBER 12552987) HAVING ITS REGISTERED OFFICE AT 3RD FLOOR, 1 ASHLEY ROAD, ALTRINCHAM, CHESHIRE, WA14 2DT ("COMPANY").

This End User License Agreement governs use of the Software (as defined below) provided by Cado Security Limited, , a company incorporated in England and Wales (Number 12552987) having its registered office at 3rd Floor, 1 Ashley Road, Altrincham, Cheshire, or its subsidiaries or affiliates (collectively, the “Company”). This Agreement sets out the terms on which Company makes the Software available to you ("You” or “Customer”) and your authorized Users (as defined below).

  1. Proprietary Rights

The Cado Security software including any (a) software that the Company uses to make the Software available; and (b) any published documentation that Company generally makes available to its customers (“Documentation”) (collectively, the “Software”), is subject to the protection of copyright laws, which prohibit unauthorized copying and distribution of copyrighted works. The Software incorporates Company’s proprietary and confidential algorithms and techniques that are subject to legal protection as know-how and trade secrets. All right, title and interest to any intellectual property rights included but not limited to patents, copyright works, know how, trade secrets and trade marks in the Software are owned by the Company. The employees, consultants, or other persons authorized by Customer to use the Software (each a “User”) are granted only those rights expressly conferred by clause 2 of this Agreement. Customer shall remain liable to Company at all times for any acts or omissions of its Users.

  1. Grant of Rights; Reservation of Rights

Subject to payment in full by the Customer of the applicable subscription fee as detailed in the applicable invoice (“Invoice”), Company grants the Customer and its authorized Users a limited, non-sublicensable, non-exclusive, non-transferable right during the applicable subscription term stated in the Invoice (“Subscription Plan”) and pursuant to the terms of this Agreement to access, install, download and use the Software in object code form only, exclusively within the Customer’s cloud based environment, for internal business and non-commercial purposes only unless otherwise agreed in writing. The Customer must install the Software as prescribed in the Company’s manual available at https://docs.cadosecurity.com, unless otherwise agreed by the Company in writing. The Customer is permitted to make one additional copy of the Software solely for back-up or archival purposes only. The Software shall be used or accessed strictly in accordance with, and subject to any restrictions under the User’s Subscription Plan and the applicable Invoice. This Agreement can be updated from time to time in Company's sole discretion and such changes will be made available at www.cadosecurity.com.

  1. Restrictions

3.1 The Customer and its Users may not:

copy the Software or any part of it, except as expressly permitted in this Agreement; rent, sell, lease, sublicense, distribute, pledge, assign or otherwise transfer, or commercially exploit, or encumber rights to, the Software or any part of it in any manner or for any purpose, or make the Software available for use by any third party in any manner including provide commercial hosting services, time-sharing, service bureau or similar arrangement; access the Software for the purpose of building a competitive product or service or copying its features or user interface; remove, delete, obscure, alter or add to any copyright or proprietary notices appearing within the Software; Disassemble, decrypt, extract, reverse engineer or reverse compile the Software, or otherwise attempt to discover the confidential algorithms and techniques incorporated in the Software, or disclose or use any confidential information of Company in any manner, other than to the extent such actions cannot be prohibited under applicable law; or modify, translate, adapt, or create derivative works from the Software.

3.2 Customer and its Users have no right under any circumstances to obtain or have access to the source code or systems and programming documentation of the Software or any part thereof.

  1. Evaluation License

If Customer registers for an evaluation version of the Software (“Evaluation Version”), at no additional charge, Company will make the Evaluation Version available to Customer and its authorized Users on a trial basis, free of charge, until the earlier of (a) the end of the 14 day free trial period unless agreed otherwise in writing, or (b) the start date of any license subscription purchased by the Customer corresponding to such Evaluation Version. Notwithstanding anything to the contrary, (i) the Evaluation Version is provided “as-is” without any representation, warranty or indemnity, or any support service, and (ii) the Evaluation Version not intended to house or contain any sensitive or production data. Company shall not be liable or responsible under any circumstances for any sensitive or production data input into such environment by Customer or any resulting loss or damage thereto.

  1. Support

Customer will be solely responsible for installing any updates and modifications that the Company may make available from time to time. Company will only support the most recent version of the Software.

  1. Audit

During the term of this Agreement and for a period of one year thereafter, Company may, during normal business hours and upon reasonable prior notice to User, inspect the User’s records, equipment and facilities relating to its use of the Software to verify Customer and its User's compliance with this Agreement.

  1. Data

Company may collect, process, aggregate, and use certain information, analysis, statistics, and other data generated by Customer’s use of the Software (a) to confirm that the Software is being used in accordance with the rights granted under this Agreement, and (b) to drive improvements in the Software, and Company will retain ownership of such Software use data. Company agrees not to publish any of this information in a form that identifies Customer or any User. In the event Company processes personal data as a processor, such personal data will be processed by Company in accordance with applicable data protection laws.

  1. Term

Unless specified in your Subscription Plan and/or Invoice, this Agreement is effective for one (1) year, unless earlier terminated in accordance with the terms of this Agreement and may be renewed for successive periods of one (1) year upon timely payment of the applicable subscription fee. This Agreement and the User’s right to use the Software will automatically terminate without notice in the event of (a) any failure by the User to pay fees due under this Agreement; (b) any failure by the User to comply with any of the above restrictions or any term of this Agreement. Upon expiration or earlier termination of this Agreement, the User will cease using the Software and expunge and destroy all copies of the Software in the User’s possession. All provisions of clauses 3, 6, 8, 9, 10, 12 and 14 of this Agreement will survive termination.

  1. Warranty and Disclaimer

Each party warrants to the other that it has the required authority to enter into this Agreement. The Company warrants the Software shall perform materially in accordance with published specifications in the Documentation upon installation. To the fullest extent permitted by law, Company disclaims all warranties, express or implied, including without limitation any implied warranties of merchantability, fitness for a particular purpose, or title or noninfringement of third parties’ intellectual property rights. No oral or written information or advice given by the Company or any third party in relation to the Software shall create any additional warranty.

  1. Limitation of Liability

Subject to the remainder of this clause, the aggregate liability of Company under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, in respect of any and all claims, will not exceed the aggregate of the subscription fees actually paid to Company by the User in the year of the claim. In no event will Company be liable under or in connection with this Agreement for (a) any lost profits, loss of revenue, loss of business, loss of contract, loss of goodwill or loss of anticipated savings (whether direct or indirect); (b) error or interruption of use, loss or inaccuracy or corruption of data; or (c) any incidental, special, punitive, exemplary, indirect or consequential damages, arising out of or related to the Software, or the use thereof, even if Company has been advised, or is otherwise aware, of the possibility of such damages. Nothing in this Agreement will exclude or limit a party’s liability to the other party for: (a) death or personal injury caused by that party’s negligence; (b) wilful misconduct, fraud or fraudulent misrepresentation; (c) payment of fees or any sums due to the other party; or (d) any other matter for which it would be unlawful to exclude or attempt to exclude its liabilities.

  1. Insurance

During the term of this Agreement, Company shall, at all times and at its own expense, and in amounts in accordance with industry standard for the software and services provided under this Agreement, maintain in full force and effect adequate insurance coverages

  1. Intellectual Property Rights

As between the User and Company, all right, title and interest in and to the Software and Company’s trade marks and service marks are owned exclusively by Company and its licensors. To the extent that the User obtains any ownership interest in or to any derivative work or modification to the Software, the User hereby assigns (including without limitation by way of present assignment of future copyright) to Company all right, title and interest in and to such derivative works and/or modifications upon creation. The User shall, if requested by Company, do all things and execute all documents required to give effect the foregoing assignment. Other than as expressly set forth in this Agreement, no license or other rights in or to the Software thereto are granted to the User, and all such licenses and rights are hereby expressly reserved.

  1. Publicity

Customer hereby grants to Company the right to use its logo, service mark, and name in Company’s marketing materials, including on its website. Such use by Company shall be limited to a statement that Customer is a user of specific Company Software. Any other use of a party’s trade names, service marks, logos, or any other Intellectual Property right related thereto, for advertising or any other purposes, requires the express prior written consent of the other party.

  1. Miscellaneous

This Agreement does not create any agency or partnership relationship between the parties hereto. This Agreement, and any dispute arising out of or in connection with it or its subject matter, whether of a contractual or non-contractual nature, shall be governed by and construed in accordance with the laws of Delaware (if Customer is located in the United States), or England (if Customer is located outside of the United States). The sole and exclusive jurisdiction and venue for any litigation arising out of this Agreement shall be the courts of Delaware (if Customer is located in the United States), or England (if Customer is located outside of the United States). Except with respect to any current valid written and mutually executed agreement between Customer and Company pertaining to Customer’s use of the Software, this Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings whether written or oral, express or implied. If any provision of this Agreement is held invalid, illegal or unenforceable by a court of competent jurisdiction, such shall not affect any other provision of this Agreement, which shall remain in full force and effect. No amendment or alteration of the terms of this Agreement shall be effective unless made in writing and executed by both parties hereto. A failure or delay in exercising any right in respect to this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right will not be presumed to preclude any subsequent or further exercise of that right or the exercise of any other right. Any modification or waiver of any provision of this Agreement shall not be effective unless made in writing. Any such waiver shall be effective only in the specific instance and for the purpose given.