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Final EULA 4.8.22
<br />REV: 11-13-23 MI
<br />2 of 4
<br />limitation, all intellectual property rights to the Product. Licensee
<br />understands that Grayshift may modify or discontinue offering
<br />the Product at any time. The Product is protected by the copyright
<br />laws of the United States and international copyright treaties.
<br />This Agreement does not give Licensee any rights not expressly
<br />granted herein. This Agreement does not constitute a sale of the
<br />Product or any portion or copy of it. All rights not granted are
<br />reserved for Grayshift.
<br />8. LIMITATION OF LIABILITY. UNDER NO
<br />LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO,
<br />NEGLIGENCE, TORT, CONTRACT, STRICT LIABILITY,
<br />OR OTHERWISE, SHALL GRAYSHIFT OR ITS LICENSORS
<br />BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
<br />PUNITIVE, EXEMPLARY, RELIANCE OR
<br />CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT
<br />LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF
<br />GOODWILL, WORK STOPPAGE, ACCURACY OF
<br />RESULTS, COMPUTER FAILURE OR MALFUNCTION, OR
<br />DAMAGES RESULTING FROM USE. GRAYSHIFT’S
<br />LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER
<br />ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED
<br />TO THE FEES PAID BY LICENSEE FOR THE PRODUCT.
<br />9. LICENSEE WARRANTIES. Licensee represents,
<br />warrants and covenants to Grayshift that (a) only Authorized
<br />Users of Licensee who have obtained any necessary consents and
<br />approvals pursuant to applicable laws shall be permitted to use
<br />any of the Grayshift Products or Software in connection with any
<br />Devices; (b) Licensee and its Authorized Users shall only use the
<br />Products and Software in compliance with all applicable laws;
<br />and (c) Licensee and its Authorized Users shall only use the
<br />Products and Software in accordance with the consents and
<br />approvals obtained pursuant to applicable laws.
<br />10. WARRANTY DISCLAIMER. EXCEPT AS SET
<br />FORTH ABOVE, GRAYSHIFT PROVIDES THE PRODUCTS
<br />AND SOFTWARE “AS IS” AND WITHOUT WARRANTY OF
<br />ANY KIND, AND HEREBY DISCLAIMS ALL EXPRESS OR
<br />IMPLIED WARRANTIES, INCLUDING, WITHOUT
<br />LIMITATION, WARRANTIES OF MERCHANTABILITY,
<br />FITNESS FOR A PARTICULAR PURPOSE,
<br />PERFORMANCE, ACCURACY, RELIABILITY, QUIET
<br />ENJOYMENT, INTEGRATION, TITLE, AND NON-
<br />INTERFERENCE. FURTHER, GRAYSHIFT DOES NOT
<br />WARRANT, GUARANTEE, OR MAKE ANY
<br />REPRESENTATIONS THAT THE PRODUCT OR
<br />SOFTWARE WILL BE FREE FROM BUGS OR THAT ITS
<br />USE WILL BE UNINTERRUPTED OR THAT THE
<br />PRODUCT, SOFTWARE OR ANY WRITTEN MATERIALS
<br />WILL BE CORRECT, ACCURATE, OR RELIABLE. THIS
<br />DISCLAIMER OF WARRANTY CONSTITUTES AN
<br />ESSENTIAL PART OF THIS AGREEMENT.
<br />Licensee acknowledges that all case stakeholders are aware of
<br />and understand the associated risk that the Device may become
<br />damaged and/or Device data may be unrecoverable when used
<br />with the Product or Software, in particular for Devices (a) with
<br />aftermarket repairs or hardware and nonstandard software builds;
<br />(b) that boot loop or are otherwise unable to boot normally; (c)
<br />that have preexisting damage, defects, or faults that may or may
<br />not be detectable; or (d) with software, software builds, states, or
<br />usage profiles not identified on the applicable support matrix.
<br />Licensee further understands that not all permutations of Device
<br />software, software builds, Device states, and usage profiles have
<br />been tested by Grayshift. Before utilizing the Product and
<br />Software on Devices under any of the above conditions, please
<br />consult support.grayshift.com.
<br />11. CONFIDENTIALITY AND NON-DISCLOSURE
<br />OBLIGATIONS. Subject to applicable law, Licensee
<br />acknowledges that the Product and Software are sensitive
<br />technologies whose Confidential Information requires the highest
<br />duty of care. Licensee, Licensee’s employees or agents who
<br />require access in order to perform hereunder, and all final users
<br />of the Product (collectively, “Receiving Party”) shall not
<br />disclose, use, sell, transmit, inform or make available to any
<br />entity, person or body any of the Confidential Information, as
<br />defined below, nor shall it copy, photograph, or otherwise
<br />reproduce any Confidential Information, except as a necessary
<br />part of performing its obligations hereunder, and shall take all
<br />such actions as are reasonably necessary and appropriate to
<br />preserve and protect the Confidential Information and Grayshift’s
<br />rights therein, at all times exercising the highest duty of care.
<br />Further, the Receiving Party shall not attempt to use any
<br />Confidential Information to discover, reverse compile, reverse
<br />assemble or reverse engineer the Product, including by removal,
<br />disassembly or alteration of any of the Product’s components,
<br />whether internal or external. Receiving Party agrees to restrict
<br />access to Grayshift’s Confidential Information to those
<br />Authorized Users who require access in order to perform
<br />hereunder, and, except as otherwise provided, the Receiving
<br />Party shall not make Confidential Information available to any
<br />other person or entity without the prior written consent of
<br />Grayshift.
<br />11.1.For the purposes of this Agreement, “Confidential
<br />Information” means any proprietary, trade secret, financial,
<br />technical and non-technical information related to Grayshift’s
<br />business and current, future and proposed products and services
<br />and any derivatives therefrom containing, including, referring to,
<br />or otherwise reflecting and/or generated from such Confidential
<br />Information. Confidential Information includes, without
<br />limitation, (i) information concerning the methods of use, internal
<br />components, features, functions and solutions of Grayshift’s
<br />software or product offerings (including the Product and the
<br />Software), information found on the Grayshift support website,
<br />and (ii) any copies, photographs, or other reproductions of the
<br />foregoing, whether or not marked as “confidential” or
<br />“proprietary.”
<br />11.2.Confidential Information shall not include any
<br />information that is (i) already known to the Receiving Party at the
<br />time of the disclosure; (ii) publicly known at the time of the
<br />disclosure or becomes publicly known through no wrongful act
<br />or failure of the Receiving Party; (iii) subsequently disclosed to
<br />ATTY/AGR.2023.261/Grayshift's GrayKey (Forensic Extraction Toolkit) (Page 4 of 6)
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