PLEASE READ THIS END-USER LICENSE AGREEMENT (“EULA”) CAREFULLY BEFORE INSTALLING OR ACCESSING/USING THE SOFTWARE. BY INSTALLING, ACCESSING, OR USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT INSTALL, ACCESS, OR USE THE SOFTWARE AND (IF APPLICABLE) RETURN THIS SOFTWARE TO THE PLACE WHERE YOU OBTAINED IT. IN THE EVENT THE LICENSEE ON BEHALF OF ITS EMPLOYEES PURCHASES THIS SOFTWARE, THE LICENSEE REPRESENTS THAT THE LICENSEE IS LIABLE FOR THE ACTS AND OMISSIONS UNDER THIS EULA FOR ALL OF ITS EMPLOYEES.
This End-User License Agreement (EULA) is a legal agreement between Cybersec Knights Private Limited registered at #193, Sector 23, Sonipat, Haryana – 131001 (Licensor) and you (Licensee) for access and use of SecAware Phishing Simulation, CheckAPhish, and SecAware Learning Management software (together referred to as “Software as a Service”) subject to the terms and conditions of this EULA.
Licensor does not have any responsibility to determine if any suspect email received by any user is a phishing attack of any form. Licensor’s sole and exclusive obligation shall be to use reasonable commercial efforts to forward any suspect/draft/template email/SMS/call received by Licensor using designated Software as a Service to the address/phone number/email ID designated by Licensee. Licensor shall not be responsible to verify the accuracy of such email Id and phone number disclosed by the Licensee. Further, Licensor is not responsible for any damage to the Licensee’s network as a result of such email. Licensee has the sole and exclusive obligation to evaluate any suspect email and take any and all actions Licensee determines are appropriate as a result of such suspect email. The licensee shall indemnify, defend and hold Licensor harmless in the event of any breach or threatened breach of this provision.
Licensee shall not and shall not allow any third party to (i) reverse engineer, modify, decompile, or disassemble, modify, adapt, translate, copy the Software as a Service either whole or in part and/or any associated documentation; (ii) remove or modify any proprietary marking or restrictive legends in the Software as a Service and/or its associated documentation; (iii) access the Software as a Service or use the documentation to build a competitive service or product, or copy any feature, function or graphic for competitive purposes; (iv) launch fake cyber security attack campaigns, attack the system and/or abuse any person or entity and/or commit any fraudulent activities such as email fraud, spam mail fraud, access device fraud, identify theft, bank fraud, wire fraud, computer fraud and abuse, privacy protection, email fraud, spam etc. and/or infringe any third party’s intellectual property rights and/or launch. The Licensor reserves the right to terminate the use and access of such service without notice in the event of a breach or threatened breach of this provision.
Licensor and/or its licensor owns the Software as a Service and its associated documentation, including but not limited to Security Awareness Material, website, and its design, text, content, files, selection and arrangement of elements, organization, graphics, compilation, translations, digital conversion and other matters related to, and all trademarks, logos, service marks, symbols, trade dress and all materials provided on or through, this Software as a Service and website are protected by all applicable copyright laws, trademark laws and/or international conventions and treaties. The Software as a Service may contain Open Source Software, the usage of which is governed by the applicable open-source license. Anything not expressly granted herein is reserved by the Licensor and/or its licensor.
Except as expressly provided herein, nothing contained in this EULA shall be construed as conferring by implication, estoppel or otherwise any license, interest or right in or to the Software as a Service or Security Awareness Material under any copyright, trademark or proprietary rights of Licensor or of any third party. Further, except as otherwise provided herein, the Software as a Service and/or Security Awareness Material (in whole or portions thereof) may not be used, copied, reproduced, distributed or redistributed, published or republished, downloaded, modified, displayed, posted, broadcasted, imitated, adapted, translated, or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, or sold, offered for sale, licensed or sublicensed, reverse engineered, disassembled, decompiled or incorporated into compilations or used in the creation of derivative works, without Licensor’s express prior written permission or that of the respective third-party owner.
Subject to payment of license and/or subscription fees and fulfilling terms of this EULA, Support shall be provided to Licensee in accordance with the description herein:
There are three levels of Support: Severity 1, Severity 2 and Severity 3. Every level of Cybersec Knights Support provides email support. Support cases are handled based on case priority levels as described below:
– Notwithstanding the foregoing, the first-line support shall be provided by the authorized distributor and/or representative of the Licensor.
– Support is delivered only in English unless agreed otherwise via writing.
– Support in case of on-prem and hybrid provided by Cybersec Knights shall be remote – email, & remote access to the server.
Notwithstanding the foregoing, Cybersec Knights will have no obligation of any kind to provide Support for issues caused by or arising out of any of the following (each, an “End-User Generated Error”): (i) modifications to the Software as a Service not made by Cybersec Knights; (ii) use of the Software as a Service other than as authorized in the EULA or as provided in the Documentation; (iii) damage to the machine on which the Software as a Service is installed; (iv) Licensee’s continued failure to use the Software as a Service without reference to the Documentation; (v) versions of the Software as a Service other than the most recent version; (vi) Third-Party products not expressly supported by Cybersec Knights and described in the Documentation; or (vii) conflicts related to replacing or installing hardware, drivers, and software that are not expressly supported by Cybersec Knights and described in the Documentation.
This EULA is effective as long as the Licensee has been granted the right to continue to use the Software as a Service based on the applicable license term specified in the applicable Order Form and/or from the date of acceptance by the Licensee until:
In the event, the EULA is terminated; the Licensee must cease use of the Software as a Service and destroy all copies of the Software as a Service.
The licensee must pay all undisputed fees within 30 days of the date of an invoice. Licensee is responsible for the payment of all applicable sales, use, withholding, VAT and other similar taxes.
Licensor shall indemnify and hold Licensee harmless against any and all losses, damages, claims, or liabilities to the extent that they are based upon a third-party claim that the Licensee’s use of the Service in accordance with the terms of this EULA, provided by Licensor hereunder, infringes a valid Indian copyright. Licensor’s obligations under this Section are also contingent upon (i) Licensee providing Licensor with prompt written notice of such claim; (ii) the Licensee providing reasonable cooperation to the Licensor in the Licensor’s defense of any such claim; and (iii) Licensee granting to Licensor sole authority and control over the defense and settlement of such claim. If the Software as a Service hereunder becomes, or in Licensor’s opinion is likely to become, the subject of a claim of infringement, Licensor may, at its option: (i) procure for Licensee the right to continue to use the Software as a Service; (ii) replace or modify the Software as a Service to make it non-infringing; or (iii) terminate this EULA and refund the fees paid for such Software as a Service for the then-current license term. Licensor will have no liability for any claim based on: (w) any modification of the Software as a Service except with respect to modifications performed by Licensor; (x) any use of the Software as a Service other than as expressly permitted under this EULA; or (y) any use or combination of the Software as a Service with any third-party products. This Section sets forth the Licensor’s complete liability, and the Licensee’s sole remedy, with respect to claims relating to the infringement of intellectual property rights.
The licensee shall indemnify and hold the licensor as well as its subsidiaries, officers, directors, agents, representatives, employees and third-party licensors harmless from any and all claims, liabilities, losses, expenses or demands, including reasonable legal fees, based on, arising from, or otherwise related to (a) Licensee’s breach or violation of any of the provisions of this EULA; (b) Licensee’s access or use of the Software as a Service, including but not limited to the hosted platform, any of the information, materials, or any other services made available on or through the Software as a Service, in violation of the EULA; (c) any infringement or misappropriation by Licensee of any intellectual property or other rights of Licensor or any third party; (d) any threat, attack or abuse of the Software as a Service due to the unauthorized use of the Software as a Service; or (e) any negligence or willful misconduct by Licensee.
Licensor shall not be liable to Licensee, or any other person or entity claiming through the Licensee any loss of profit, income, savings, or any other consequential, incidental, special, punitive, direct and indirect damage, whether arising in contract, tort, warranty, or otherwise. These limitations will apply regardless of the essential purpose of any limited remedy. Under no circumstances shall Licensor’s aggregate liability to Licensee, or any person or entity claiming through Licensee, exceed the financial amount actually paid by Licensee to Licensor for the Software as a Service.
Licensee may not use or otherwise export or re-export the Software except as authorized by Indian law and the laws of the jurisdiction in which the Licensor’s Software was obtained. In particular, but without limitation, the Licensor’s Software may not be exported or re-exported (a) into (or to a national or resident of) any U.S. embargoed countries (currently Cuba, Iran, Libya, North Korea, Sudan, and Syria) or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Licensor’s Software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
The Licensee is solely responsible for ensuring that the Licensee Content generated via Software as a Service is appropriate for Licensee’s intended use and Licensee is solely responsible to maintain the security of Licensee Content. Licensee is responsible for taking and maintaining appropriate steps to maintain the confidentiality, integrity and security of the Licensee’s Content. Those steps include (without limitation) (i) controlling the access that Licensee provides to its users, (ii) configuring the service appropriately; (iii) ensuring the security of the Licensee Content while transferring the Licensee Content to any other medium (electronic or manual); (iv) using encryption technology wherever required to protect the Licensee Content; (v) backing up and/or archiving the Licensee Content in a secured environment to prevent any possible data loss due to technology failure or inactivation of the user account. Licensor will maintain and implement technical and organizational measures appropriate (having regard to the state of technological development and cost of implementation) to the risk of, and to seek to protect the Licensee’s Personal Data against any Security Incident. “Security Incident” means a breach of the Licensor’s and/or Licensee’s security measures leading to (i) accidental or unlawful destruction of personal data or (ii) loss, alteration, unauthorised disclosure of, or access to personal data. In the event, the Licensor becomes aware of a confirmed Security Incident, inform Licensee without undue delay and provide reasonable information (to the extent such information is known or available to the Licensor) and cooperation with Licensee so that Licensee can fulfil any data breach reporting obligations it may have under applicable data protection laws. Licensor will transfer the Personal Data to any third party or any other country (other than where the platform is hosted) only on Licensee’s written consent. The Licensor may retain Licensee Content in whole or in portion for a specific duration in accordance with its internal data retention policy. The Licensor further take any reasonably necessary measures and actions to remedy or mitigate the effects of such Security Incident.
Licensee grants permission to Licensor to use Licensee’s trademark and/or logo on the Licensor’s website, or any other marketing material when referring to Licensee. Licensee will retain all title and rights to such trademarks and/or logos. Further, Licensor may customize the phishing simulation by including Licensee’s trademark and/or logo in which case the Licensee agrees not to bring any trademark infringement and/or trademark dilution claim against the Licensor.
This EULA shall be deemed to have been made in India and shall be construed and enforced in accordance with, and the validity and performance hereof shall be governed by the laws of India, without reference to principles of conflict of laws thereof. Judicial proceedings regarding any matter arising under the terms of this EULA shall be brought solely in the Courts of Delhi, India.
The Licensee shall not transfer its right to access and use the Software as a Service to any third party.
With the Licensee’s acceptance of this EULA, Licensor may refer to Licensee as one of its customers on the Licensor’s website and in other marketing material, including a possible joint press release.
This License constitutes the entire agreement between the parties with respect to the use of the Licensor’s Software licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by Licensor. The parties hereto confirm that they have requested that this License and all related documents be drafted in English.