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Final EULA 4.8.22
<br />REV: 11-13-23 MI
<br />1 of 4
<br />GRAYSHIFT, LLC
<br />END USER LICENSE TERMS
<br />
<br />1. ENTIRE AGREEMENT. The parties hereby agree
<br />that all rights connected to the use of the Software by the Licensee
<br />are governed exclusively by the terms and conditions set out in
<br />this Agreement and shall prevail over any additional, different, or
<br />conflicting terms and conditions contained in any pricing
<br />statement from Grayshift for the Product (“Quote”), bid package,
<br />or other communication or document relating to this Agreement.
<br />Acknowledgement, whether express or implied, by either party
<br />of the other party’s bid packages, Quotes, or other
<br />communications or documents relating to this Agreement which
<br />contain additional, different or conflicting terms shall not
<br />constitute acceptance of such terms and conditions by the
<br />acknowledging party. This Agreement may be amended only by
<br />a writing executed by both parties.
<br />2. ACCEPTANCE AND DELIVERY. Software will be
<br />provided by electronic means. Acceptance of Software
<br />(“Acceptance”) shall be automatic upon the successful
<br />completion of Grayshift’s standard installation procedures on the
<br />Product.
<br />3. LICENSE GRANT. Subject to the terms of this
<br />Agreement and for the consideration specified in the Order
<br />(defined below), Grayshift, LLC (“Grayshift”) hereby grants to
<br />you (“Licensee” or “You”) a limited, revocable, nontransferable,
<br />non-assignable, non-sublicensable, non-exclusive license to use
<br />and allow Authorized Users to use the Software, in object code
<br />form, solely as such Software is embedded in proprietary
<br />equipment provided herewith (“Product”) and solely for the
<br />intended purpose and consistent with Section 9 hereto when
<br />accessing mobile devices (“Devices”) in your possession or
<br />control. Licensee may only use the Product in online mode at
<br />authorized physical locations (the “Authorized Locations”)
<br />specified in the online order (the “Order”) or that Licensee has
<br />otherwise registered with Grayshift, and Licensee further
<br />acknowledges and agrees that in order for the Product to function
<br />properly in online mode, the Product must be connected to the
<br />Internet. Use of the Product in offline mode does not require the
<br />Product to be connected to the Internet. Grayshift may use certain
<br />third-party monitoring tools to ensure that Licensee is in
<br />compliance with the foregoing restrictions, which such tools may
<br />be subject to Third Party Components terms as further described
<br />herein. For purposes of this Agreement, “Authorized Users”
<br />means collectively, employees, agents, or contractors who are
<br />empowered by Licensee to access or use the Product and
<br />Software. The Licensee shall notify Grayshift in writing within
<br />thirty (30) calendar days following a change of an Authorized
<br />User’s employment status such that the Authorized User ceases
<br />to be empowered by the Licensee to access or use the Product and
<br />Software either through ceasing to be employed by the Licensee
<br />or a change in his or her position within the Licensee’s
<br />organization such that he or she is no longer authorized to access
<br />or use the Product and Software.
<br />4. THIRD PARTY COMPONENTS. The Software
<br />makes use of or otherwise incorporates third party components,
<br />including certain Google Maps features and content. Use of
<br />Google Maps features and content is subject to the then-current
<br />versions of the: (1) Google Maps/Google Earth Additional Terms
<br />of Service at https://maps.google.com/help/terms_maps.html;
<br />and (2) Google Privacy Policy at
<br />https://www.google.com/policies/privacy/.
<br />5. LICENSE RESTRICTIONS. Notwithstanding
<br />anything to the contrary in this Agreement, Licensee will not (or
<br />allow an Authorized User or any other individual to): (a) modify
<br />any Product; (b) reverse compile, reverse assemble, reverse
<br />engineer or otherwise translate all or any portion of any Product,
<br />including by removal, disassembly or alteration of any of the
<br />Product’s components; (c) pledge, rent, lease, share, distribute,
<br />sell or create derivative works of any Product; (d) use any Product
<br />on a time sharing, service bureau, application service provider
<br />(ASP), rental or other similar basis; (e) make copies of any
<br />Product; (e) remove, alter or deface (or attempt any of the
<br />foregoing) proprietary notices, labels or marks in any Product; (f)
<br />distribute any copy of any Software to any third party, including
<br />without limitation selling any Product in a secondhand market;
<br />(g) use the Software other than with Products provided by
<br />Grayshift; (h) use the Product in online mode other than at an
<br />Authorized Location; (i) deactivate, modify or impair the
<br />functioning of any disabling code in any Software; (j) circumvent
<br />or disable Grayshift copyright protection mechanisms or license
<br />management mechanisms; (k) use any Product in violation of any
<br />applicable Law or to support any illegal activity; (l) use any
<br />Product to violate any rights of any third party; or (m) photograph
<br />any of the Product’s components, whether internal or external. To
<br />the extent legally practicable, Devices must remain in the
<br />Licensee’s possession and control until after the software agent
<br />has been successfully uninstalled on the Devices.
<br />6. FEES. Licensee shall pay the license fees set forth in
<br />the relevant Quote for the Software and Product. Except as
<br />exempt by law, Licensee will be responsible for payment of any
<br />applicable sales, use and other taxes and all applicable export and
<br />import fees, customs duties and similar charges (other than taxes
<br />based on Grayshift’s income), and any related penalties and
<br />interest for the grant of license rights hereunder, or the delivery
<br />of related services. Licensee will make all required payments to
<br />Grayshift free and clear of, and without reduction for, any
<br />withholding taxes. Any portion of any amount payable hereunder
<br />that is not paid when due will accrue interest at two percent (2%)
<br />per month or the maximum rate permitted by applicable law,
<br />whichever is less, from the due date until paid.
<br />7. TITLE. As between the parties, Grayshift and its
<br />licensors retain all right, title, and interest, including, without
<br />ATTY/AGR.2023.261/Grayshift's GrayKey (Forensic Extraction Toolkit) (Page 3 of 6)
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