Product End-User License Agreement (EULA)
This End-User License Agreement (“Agreement”) is a binding agreement between you (“Client” or “you”) and CyberESMB Inc. (“Company”). This Agreement governs your use of CyberESMB web-based cybersecurity personality assessment and e-learning applications listed in attached Quote #nnn (“Applications”) as well as any of CyberESMB’s written materials related to the Application, including CyberESMB’s style descriptions, assessment questions and the like (“Documentation”) (collectively, the “Applications” and “Documentation” shall be referred to herein as “Licensed Materials”).
- License Grant. Subject to the terms of this Agreement, Company grants you a limited, non-exclusive, and non-transferable license to access and use the Licensed Materials for your personal, non-commercial use and strictly in accordance with this.
- License Restrictions. Client shall not: (a) copy the Licensed Materials; (b) modify, translate, adapt, or otherwise create derivative works or improvements of the Licensed Materials; (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof; (d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Licensed Materials, including any copy thereof; (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Licensed Materials, or any features or functionality of the Licensed Materials, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one user at any time; or (f) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Licensed.
- Reservation of Rights. You acknowledge and agree that the Licensed Materials are provided under license, and not sold, to You do not acquire any ownership interest in the Licensed Materials under this Agreement, or any other rights thereto other than to use the Licensed Materials in accordance with the license granted herein, and subject to all terms, conditions, and restrictions, under this Agreement. Company shall retain its entire right, title, and interest in and to the Licensed Materials, including all copyrights, trademarks, and other intellectual property or proprietary rights therein or relating thereto, except as expressly granted to you in this Agreement.
- Collection and Use of Your Information. You acknowledge that when you access and use the Applications, Company may use automatic means to collect information about your use of the You also may be required to provide certain information about yourself as a condition to accessing or using the Applications or certain of their features or functionality. You consent to the collection of your information when you provide it and further acknowledges and agree that CyberESMB may retain this information and may use anonymized, de-aggregated user information for whatever purposes are appropriate to the functioning of its system.
- Geographic Restrictions. The Licensed Materials are based in the United States, and we make no representation that the Licensed Materials are appropriate for use in jurisdictions outside of the United States. You acknowledge that you may not be able to access all or some of the Licensed Materials outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Licensed Materials from outside of the United States, you are responsible for compliance with local privacy and other laws.
- Third-Party Materials. The Licensed Materials may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services (“Third-Party Materials”). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, security, decency, quality, or any other aspect Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
- Term and Termination. The term of this Agreement commences when you acknowledge your acceptance and will continue in effect until terminated by you or Company as set forth in this Section 7.
- By You. You may make a written request to the Company to delete all of your personal information associated with the Licensed Materials. You acknowledge and agree that Company may not be able to delete all of your personal information, but Company will use commercially reasonable efforts to do so.
- By Company. Company may terminate this Agreement at any time, for any reason, with or without notice. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the cyberconIQ.com terms and conditions of this Agreement.
Terms and conditions of this Agreement:
Upon termination all rights granted to you under this Agreement will also terminate and you must cease all use of the Licensed Materials and delete all copies of the Licensed Materials in your possession. Termination will not limit any of Company’s rights or remedies at law or in equity.
- Disclaimer of Warranties. The licensed materials are provided to you “as is” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, company, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory, or otherwise, with respect to the licensed materials, including all implied warranties of merchantability, fitness for a particular purpose, title, and non- infringement, and warranties that may arise out of course of dealing, course of performance, usage, or trade practice. Without limitation to the foregoing, company provides no warranty or undertaking, and makes no representation of any kind that the licensed materials will meet your requirements, achieve any intended results, be compatible, or work with any other software, applications, systems, or services, operate without interruption, meet any performance or reliability standards, or be error-free, or that any errors or defects can or will be cyberesmb makes no warranties that use of the licensed materials will prepare you for cybersecurity attacks or will prevent cybersecurity attacks. The licensed materials and your access and use of the licensed materials are for informational purposes only, and cyberesmb expressly disclaims the use or appropriateness of the licensed materials for any purpose other than for providing information. Some jurisdictions do not allow the exclusion of or limitations on implied warranties or the limitations on the applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you.
- Limitation of Liability. To the fullest extent permitted by applicable law, in no event will company or its affiliates, or any of its or their respective licensors or service providers, have any liability arising from or related to your use of or inability to use the licensed materials for:
- Personal injury, property damage, lost profits, cost of substitute goods or services, loss of data, loss of goodwill, business interruption, mobile device or equipment failure or malfunction, or any consequential, incidental, indirect, exemplary, special, or punitive damages.
- Direct damages in amounts that in the aggregate exceed the amount actually paid by you for the licensed materials. The foregoing limitations will apply whether such damages arise out of breach of contract, tort (including negligence), or otherwise and regardless of whether such damages were foreseeable or company was advised of the possibility of such damages. Some jurisdictions do not allow certain limitations of liability so some or all of the above limitations of liability may not apply to you.
- Indemnification. You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your use or misuse of the Licensed Materials or your breach of this Agreement, including but not limited to the information you submit or make available through the Application.
- Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect; provided, however, that if any fundamental term or provision of this Agreement is invalid, illegal, or unenforceable, the remainder of this Agreement shall be unenforceable.
- Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Pennsylvania, excluding any laws that implement the United Nations Convention on Contracts for the International Sale of Goods or the United States Uniform Commercial Code, and excluding any rules of private international law or the conflict of laws that would lead to the application of any other laws. Subject to the following paragraph, you submit to the exclusive jurisdiction of a court of competent jurisdiction in the State of Pennsylvania. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such.
- Limitation of Time to File Claims. Any cause of action or claim you may have arising out of or relating to this agreement or the licensed materials must be commenced within one (1) year after the cause of action accrues otherwise such cause of action or claim is permanently.
- Entire Agreement. This Agreement constitutes the entire agreement between you and Company with respect to the Licensed Materials and supersedes all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Licensed.
- Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any other terms, the terms of this Agreement shall govern.
