DOCUMENT B
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.
Community Edition License Agreement
IMPORTANT – READ THIS COMMUNITY EDITION LICENSE AGREEMENT (“AGREEMENT”) BEFORE AGREEING TO USE THE SOFTWARE. BY PROCEEDING, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT WITH CADO SECURITY LIMITED. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT DO NOT PROCEED WITH ANY INSTALLATION AND/OR USE OF THE SOFTWARE. THE DATE THAT YOU AGREE TO BE BOUND BY THIS AGREEMENT BY INSTALLATION AND/OR USE IS THE "EFFECTIVE DATE."
This Community Edition License Agreement governs use of the Software (as defined below) provided by Cado Security Limited, 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 “Your”).
- Grant of Rights; Reservation of Rights.
Subject to Your acceptance and compliance with the terms and conditions of this Agreement Company grants You a limited, non-sublicensable, non-exclusive, non-transferable revocable right to access, install, download and use the Software (as defined below) in object code form only, exclusively within Your cloud based environment, for internal and non-commercial purposes only.
- Restrictions.
You 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; 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; modify, translate, adapt, or create derivative works from the Software; or obtain or have access to the source code or systems and programming documentation of the Software or any part thereof.
- 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 trademarks in the Software are owned by the Company.
- Support; Compliance.
You are 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. Company may, at any time, with or without notice, inspect Your use of the Software to verify compliance with this Agreement.
- Data.
Company may collect, process, aggregate, and use certain information, analysis, statistics, and other data generated by Your 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 You 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.
- Community Edition Slack Channel.
In connection with Your use of the Software, the Company may automatically register you in a Cado Community Edition Slack collaboration space. Company reserves the right to refuse entry and/or remove Your access at any time. You remain responsible at all times for Your behavior and any content posted. You agree to accept and observe Slack's terms of use at all times. Company has a zero tolerance policy for any illegal, illicit, defamatory, derogatory behavior or content and reserves the right to report any such violation to Slack and/or to the appropriate authorities.
- Term; Termination.
Company may terminate this Agreement and all rights granted herein at any time, with or without cause. The term of this Agreement and Your right to use the Software will automatically terminate without notice in the event of any failure by You to comply with any of the above restrictions or any term of this Agreement. Upon expiration or earlier termination of this Agreement, You will cease using the Software and expunge and destroy all copies of the Software in Your possession. All provisions of this Agreement intended by their nature will survive termination.
- Warranty and Disclaimer.
Each party warrants to the other that it has the required authority to enter into this Agreement. YOU AGREE THAT COMPANY AND ITS LICENSORS PROVIDE THE SOFTWARE ON AN “AS IS” AND “WHERE-AS” BASIS. NEITHER COMPANY NOR ITS LICENSORS MAKE ANY WARRANTIES WITH RESPECT TO THE PERFORMANCE OF THE SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND COMPANY AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
- Limitation of Liability.
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. 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 $100 USD.
- Intellectual Property Rights.
As between You and Company, all right, title and interest in and to the Software and Company’s trademarks and service marks are owned exclusively by Company and its licensors. Other than as expressly set forth in this Agreement, no license or other rights in or to the Software thereto are granted to You, and all such licenses and rights are hereby expressly reserved.
- 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 You are located in the United States), or England (if You are 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 You are located in the United States), or England (if You are located outside of the United States). 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 Company. 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.