Recon Researcher
END USER LICENSE AGREEMENT
THIS IS A LICENSE AGREEMENT (“TERMS” OR THE “AGREEMENT”) BETWEEN PURE SIGNAL RECON AND/OR PURE SIGNAL SCOUT (“LICENSED PRODUCT(S)”) CUSTOMER (“CLIENT”) AND TEAM CYMRU INC. (“TEAM CYMRU”). PLEASE READ CAREFULLY AND ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT BEFORE USING THE WEB APPLICATION (AS DEFINED BELOW).
BY EXECUTING AN ORDER (AS DEFINED BELOW), CLIENT AGREES TO BE BOUND BY THESE TERMS AND ANY USE OF THE WEB APPLICATION SHALL BE MADE IN ACCORDANCE WITH THE TERMS HEREUNDER. CLIENT WILL NOT BE ABLE TO USE THE WEB APPLICATION UNTIL IT HAS ACCEPTED THESE TERMS.
1. Description of Services; Definitions; Client Obligations
1.1 “Order” means a purchase order or signed Quote, specifying, among other things, the ordered Web Application, the applicable fees, the billing period, and other charges as agreed to between the Parties.
1.2 “User” means any an individual, corporation, partnership, joint venture, trust or unincorporated organization authorized by Client to use the Web Application.
1.3 “Web Application” means, collectively, Team Cymru’s Licensed Product(s) software-as-a-service offerings, the Team Cymru Data (data derived from Licensed Product(s)) and related software, available via Graphical User Interface (GUI) and/or Application Programming Interface (API), that are ordered by Client as listed and specified in the Order(s). Such services, whether provided upon the execution of this Order or subsequently, and which includes not only written materials but also information transferred orally, visually, electronically or by other means, together with the analyses, compilations, studies or other documents prepared by Team Cymru or its representatives which contain or otherwise reflect any of the information (and any copies of the foregoing), is herein referred to collectively as the “Web Application". For the avoidance of doubt, the use of the Web Application will not include any professional services to be rendered, if rendered, by Team Cymru.
1.4 Client's Obligations. Client will be assigned user credentials to access Licensed Product(s), and agrees to safeguard all usernames and passwords. Client agrees to use Client's best efforts and to take all reasonable steps to ensure that no unauthorized parties have access to Licensed Product(s). Client is responsible for all use of Licensed Product(s) and for compliance with this Agreement; any breach by Client or any user using Licensed Product(s) on Client's behalf shall be deemed to have been made by Client. Client agrees to notify Team Cymru of any unauthorized access to Licensed Product(s) or if a charge is made that Client are not complying with any laws applicable to Client's obligations hereunder. If Client gains access through Licensed Product(s) to any information for which Client is not authorized, Client must immediately destroy such information and any copies.
2 License
2.1 Subject to Client’s compliance with these Terms, Team Cymru hereby grants to Client a Researcher Commercial License, specifically a worldwide, non-exclusive revocable, non-sublicensable license to use the Web Application for internal business use only, and a worldwide, non-exclusive irrevocable, sublicensable right to use, copy, perform, and create derivative works of and otherwise modify the Team Cymru Data exclusively for the purpose of creating, developing, marketing, selling and distributing human composed and curated analysis reports (Authorized Products) intended to establish or enhance Client’s business relationships with third party clients. Client may make the derivative works of the Team Cymru Data available to Client’s end-user customers for use solely as part of the Authorized Products. Except in connection with Authorized Products, Client may not (i) disclose the Team Cymru Data or derivative works in any human readable format, and Client shall take all commercially reasonable efforts to ensure that the foregoing information is not readily readable by any third party software, hardware, service or individual, or (ii) use the Team Cymru Data in a manner that would (a) easily enable, permit or allow third parties access to the Team Cymru Data on a stand alone basis; or (b) easily enable third parties to specifically identify any Provider as the source of the Team Cymru Data. For purposes of this license, "derivative works" is defined as any Team Cymru Data, in whole or in part.
Examples of acceptable derivative works include:
Human-composed analysis reports describing activity indicated by Team Cymru Data
Examples of UNACCEPTABLE derivative works include (but are not limited to):
Inclusion of unaltered records from Team Cymru Data in any report as an appendix, table or other non-curated form.
Use of Team Cymru Data in any application, visualization or display
2.2 These Terms will also govern any upgrades provided by Team Cymru, unless such upgrades are accompanied by a separate license, in which case the terms of that license will govern. Team Cymru may at its sole discretion, release updates, upgrades or new versions for the Web Application (as supplement or replacement thereof). Client agrees that any access to any components of the Web Application granted hereunder will not limit or restrict Team Cymru's right to modify or replace such components in future versions of its Web Application. The License granted to Client pursuant to this Agreement shall be deemed to include such items.
2.3 Use by Affiliates. Subject to any volume limitations, Client may make the Web Application available to its Affiliates under these terms, provided that Client is liable for any breach of this Agreement by any of its Affiliates. “Affiliate(s)” means any entity now existing that is directly or indirectly controlled by Client. For purposes of this definition “control” means the direct possession of a majority of the outstanding voting securities of an entity.
2.4 Use by Contractors. Subject to any volume limitations, Client may make the Web Application available to its Contractors under these terms, provided that Client is liable for any breach of this Agreement by any of its Contractors. “Contractor” means a person or entity Client may designate to use the Web Application, not to include any third-party security companies or their employees unless the Contractor is contractually bound to Client in such a way that prohibits use of the Web Application for other than legitimate Client purposes. Contractors are required to access the Web Application through a Client owned email address that has been issued through Client’s onboarding process. Team Cymru reserves the right to revoke the access of any Contractors to the Web Application at its sole discretion.
3 License Restrictions
3.1 Team Cymru data is not to be used for evidentiary purposes in a way that could ever come to public notice under any circumstances. The use of this data in any way that could lead to the identification of Team Cymru as the source, without Team Cymru’s express, written consent, is expressly prohibited. The use of the data in any way that could result in the raw data being made fully or partially public is expressly prohibited. Bulk redistribution of the data is expressly prohibited.
3.2 Client shall not store, copy, disclose, or use the Team Cymru Data except as necessary for the performance by the Client of its agreed derivative use under this Agreement or as otherwise approved by Team Cymru. Any public statements by Client to a third-party, reasonably characterized as discouraging that third-party from purchasing Team Cymru’s products, such as statements that Client’s products contain the useful data of Team Cymru, are prohibited.
3.3 Client may not do any of the following: (1) rent, sell, lease, redistribute, transfer, or otherwise allow a third party to the Web Application; or (2) use the Web Application to intentionally access or reveal any personal information.
3.4 Client hereby agrees that during the period of this Agreement and thereafter (without limitation), Client shall not try to modify, change, supplement, alter and/or amend the Web Application. Client may only use the Web Application, subject to the terms and conditions of these Terms. Client may not: (i) decompile, reverse engineer, disassemble or otherwise reduce the technology behind the Web Application or any portion of the technology; (ii) remove or alter any trademark, logo, copyright or other intellectual property notice in or on any software provided under the Web Application (including that of Team Cymru or any portion thereof); (iii) commercially distribute, network, rent, lend, loan, market, sub-license, resell or otherwise transfer the License or any derivative work derive from the Web Application or any portion thereof; or, (iv) take or perform any other deeds or actions that may interfere or alter the intended purpose, features and usages of the License. Client may not make any use of the License in whole or in part that is not expressly permitted by these Terms.
3.5 Client acknowledges and understands that Team Cymru may modify the functionality of the Web Application or any part thereof at any time, and any third party that provides services or Third-Party Content contained in the Web Application which may modify the functionality of the Web Application. Such updates may occur automatically or after prior notice and may occur all at once or over multiple sessions/over a period of time.
3.6 Client agrees that all data (“User Data”), contents and activities conducted and/or created and/or processed by Client or any of Client’s Users via the Web Application are Client’s sole responsibility. Client agrees that it must evaluate, and bear all risks associated with, the use of any of Client’s User Data, content and activities.
3.7 Client is responsible for: (a) maintaining the confidentiality of the passwords and usernames in Client’s Account; (b) designating those individuals who are authorized to access Client’s Account; and (c) ensuring that all activities that occur in connection with the Account comply with these Terms and Conditions. Client acknowledges and agrees that Team Cymru is not responsible for the internal management or administration of the Account.
3.8 Client or any Client employee may not use the Web Application if Client is located in a place where applicable law prohibits the use of Licensed Product(s).
CLIENT EXPRESSLY ACKNOWLEDGES THAT CLIENT HAS READ AND UNDERSTOOD THESE TERMS AND AGREES TO BE BOUND BY THEM AND THAT CLIENT UNDERSTANDS THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN.
Please check these Terms periodically for changes. Team Cymru reserves the right, at its sole discretion, to update or revise this EULA at any time without prior notice. Any updates shall not apply to existing Licensed Product(s) Agreements unless otherwise agreed by the parties.