BY CLICKING ON THE “I AGREE” BUTTON, OR BY ACCESSING THE ALIENVAULT SERVICES, YOU (“CUSTOMER” OR “YOU”) ARE AGREEING TO THIS AGREEMENT WITH ALIENVAULT, INC. (“ALIENVAULT”). IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT INDICATE ACCEPTANCE AND CONTACT YOUR SALES REPRESENTATIVE.
B. Use of the Services; Termination: As a condition of Customer’s use of the Services, Customer agrees that it will not: (i) violate any applicable law, statute, ordinance or regulation; (ii) disseminate content that is harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (iii) disseminate any software viruses or any other computer code, files or programs that may interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) infringe the intellectual property rights or proprietary rights, or rights of publicity or privacy, of any third party; (v) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services on in any form or media or by any means; or attempt to reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Services; (vi) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit the Services, or otherwise make the Services available to any third party (e.g., as a service bureau); or (vii) use the Services for any purpose other than their intended use.
AlienVault may terminate this Agreement and the Services, upon written notice to Customer for any reason or no reason at all. In the event of termination of this Agreement for any cause, all of Customer’s rights and licenses shall cease.
C. Warranty and Disclaimer; Limitation of Liability. Customer agrees that all Services are provided “AS IS” without any warranty whatsoever. Customer uses the Services entirely at its own risk. ALIENVAULT SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE. ALIENVAULT DOES NOT GUARANTEE ANY RESULTS OF THE SERVICES, THE ACCURACEY OF ANY INFORMATION, PROTECTION OF CUSTOMER DATA OR NETWORKS OR THE AVAILABILITY OF ANY SERVICES.
IN NO EVENT SHALL ALIENVAULT OR ITS SUPPLIERS OR SUBCONTRACTORS BE LIABLE UNDER THIS AGREEMENT FOR ANY LIABILITY WHATSOEVER, INCLUDING WITHOUT LIMITATION, ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA, OR ANY OTHER INDIRECT DAMAGES EVEN IF CUSTOMER HAS BEEN INFORMED OF THE POSSIBILITY THEREOF.
D. Ownership: AlienVault exclusively owns the Services (and all intellectual property rights related thereto) including all related trademarks. AlienVault grants Customer a limited, terminable, non-exclusive, non-transferable license to use the Services in accordance with this Agreement during the Term.
E. Choice of Law and Jurisdiction: 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 laws provisions thereof or the United Nations Convention on Contracts for the International Sale of Goods. Customer hereby irrevocably consents to jurisdiction of both the state or federal courts located in San Francisco County, California.
F. Amendment and Waiver; Assignment: This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party. Neither party shall be deemed, by any act or omission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by an authorized officer of such party. Such a waiver shall be limited specifically to the extent set forth in said writing. Waiver as to one event shall not be construed as waiver of any right or remedy as it relates to any subsequent event. Customer may not assign this Agreement or any right or obligation hereunder, without the prior written consent of AlienVault. This Agreement will be binding upon and inure to the benefit of the permitted successors and assigns of each party.
G. Force Majeure: If by reason of Force Majeure including, without limitation, earthquakes, governmental regulation, fire, flood, labor difficulties, civil disorder and all acts of God, a party is unable to perform in whole or in part its obligations as set forth in this Agreement, such party shall not be liable to the other for its failure to perform said obligations.
H. Severability: If the application of any provision or provisions of this Agreement to any particular set of facts or circumstances is held to be invalid or unenforceable by a court of competent jurisdiction, the validity of said provision or provisions to any other particular set of facts or circumstances shall not, in any way, be affected. Such provision or provisions shall be reformed without further action by the Parties to the extent necessary to make such provision or provisions enforceable when applied to that set of facts or circumstances.