EULA

This End User Licence Agreement (EULA — “Licence Agreement“) is the legal agreement between you and Trustify Ltd. (“Trustify“), a company registered in Scotland under company number SC495236, with registered office at 5 South Charlotte Street, Edinburgh, EH2 4AN, with respect to Trustify’s software products and services (“Software“) licensed to you by Trustify to be used on your internal network as set forth herein. Please note that the term “you” shall also refer to any authorised end users who have access to any of the data resources monitored by our Software on your behalf (“End Users“).

BY DOWNLOADING, COPYING, INSTALLING THE SOFTWARE ON YOUR COMPUTER OR OTHER DEVICE, AND/OR THE COMPUTERS OR OTHER DEVICES OF YOUR EMPLOYEES AND CONTRACTORS, AND/OR BY OTHERWISE USING THE SOFTWARE YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENCE AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. WE RECOMMEND THAT YOU KEEP A COPY OF THIS LICENCE AGREEMENT FOR YOUR RECORDS.

We may amend this Licence Agreement at any time by posting the amended terms on our website. Your continued use of the Software shall constitute your consent to any changes made. If you do not agree to the new or different terms, you should not use the Software. This Agreement may not be otherwise amended.

1. General

Trustify provides access to software products and services hosted by third-party cloud service providers. The Software comprises a combination of Trustify’s proprietary technology and third-party software products. This Licence Agreement sets forth the basis on which you are permitted to access and use the Software. The term “Software” shall include all revisions, improvements, new releases and/or updates that may be made automatically by Trustify and related documentation, all to the extent provided by Trustify under this Licence Agreement.

2. Evaluation Licence

If, within the applicable type of licence you purchase, an evaluation licence is included, then you are granted a limited, personal, non-exclusive, revocable, non-transferable and non-sublicensable licence to install and receive access to the Software on a computer or other device that you own or control (“Authorised Device“) and access (via login and password) and use the Software for the sole purpose of determining whether to purchase a commercial licence to the Software. Upon expiration of the evaluation term you shall indicate to Trustify whether you are interested in obtaining a licence to use the Software.

Under the evaluation licence, the Software is provided to you “As Is“, without warranty of any kind, and your sole remedy in case of dissatisfaction shall be to stop using the Software.

3. Commercial Licence

To the extent you have purchased a licence to use the Software, then, subject to the terms of this Licence Agreement, Trustify hereby grants you a limited, personal, non-exclusive, revocable, non-transferable, non-sublicensable licence to install and receive access to the Software on an Authorised Device and access and use the Software for all legal uses contemplated by this Licence Agreement. Where applicable, personal login credentials should be maintained securely by you from unauthorised use. You shall be solely responsible to ensure that the Software is securely installed and used.

If you utilise the Software on more Authorised Devices than permitted by your commercial arrangements to use the Software, you will be charged for each additional device used beyond the purchased amount in accordance with your commercial agreement with Trustify.

4. Restrictions

THE SOFTWARE IS LICENSED TO YOU; IT IS NOT SOLD.

Other than the rights explicitly granted in this Licence Agreement, you shall have no other rights, express or implied, in the Software. Without limiting the generality of the foregoing, you agree and undertake not to:

(i) sell, lease, sublicense or distribute the Software, or any part thereof, or otherwise transfer the Software;

(ii) reverse engineer, decompile, disassemble, or otherwise reduce to human-perceivable form the Software’s source code and or any third party software provided by Trustify or create any derivative work based on the Software;

(iii) modify, revise, enhance, or alter the Software;

(iv) delete or modify any attributions, legal notices or other proprietary designations in the Software or part thereof. Any such forbidden use shall immediately and automatically terminate your licence to use the Software, without derogating from any other remedies available to Trustify;

(v) copy or allow copies of the Software to be made except for backup or archival purposes and only throughout the term hereof;

(vi) use the Software on any device that you do not own or control, and you may not distribute or make the Software available over a network where it could be used by multiple devices at the same time except as required for its proper use and operation. For example, workstation licences must only be deployed on workstations and must not be deployed on cloud infrastructure or servers. Deployment of licences in unintended environments will result in additional charges based on Trustify’s then-current pricing;

(vii) Use the Software for any purpose competitive to Trustify or its suppliers, or to build a competitive product or service;

(viii) remove, alter, or obscure any proprietary notices (including copyright and trade mark notices) contained in or on the Software;

(ix) access or use the Software in order to monitor its availability, performance, or functionality for benchmarking or competitive purposes, or publish or disclose any performance data or analysis relating to the Software;

(x) interfere with or disrupt the integrity or performance of the Software or the data contained therein;

(xi) attempt to gain unauthorised access to the Software or related systems or networks.

(xii) represent that you possess any proprietary interest in the Software;

(xiii) use the Software in any illegal manner or for unlawful purposes; or

(xiv) directly or indirectly, take any action to contest Trustify’s intellectual property rights or infringe them in any way.

5. Service Modifications

Trustify may update the Software with new capabilities, or replace or discontinue some capabilities. Your sole remedy in the event of changes that reflect a material decrease in functionality shall be to terminate the affected subscription in accordance with your commercial agreement with Trustify.

6. Title and Ownership

The Software and any revisions, modifications, enhancements and/or derivatives thereof are owned by Trustify and/or its third-party suppliers and licensors and are protected under copyright laws and treaties. All right, title, and interest in and to the Software, including all associated documentation and any and all intellectual property rights therein are and shall remain owned by the respective owners. You acknowledge that Trustify does not claim ownership of third-party software products provided as part of the Software, and that such products remain the property of Trustify’s suppliers.

7. Consent to Use of Data

By accepting these terms you acknowledge that you have reviewed and agreed to Trustify’s Privacy Policy available at https://trustify.com/privacy/ and any product-specific privacy policies (“Privacy Policy“). When you install and use the Software, your device or systems may automatically connect to Trustify’s servers to enable Trustify to provide the functionality of the Software.

In order to use the Software you may need to provide Trustify with access to certain data from your internal operations, systems, and environment, including Personal Information, in accordance with the functionality of the specific Software products you use. The nature and extent of data processing will vary depending on the Software products deployed, as detailed in the Privacy Policy. You acknowledge and agree that:

(i) You have sole control over what information and access you provide;

(ii) You have obtained all necessary rights, permissions, and consents to provide such data to Trustify and its service providers, and that such provision complies with all applicable data protection laws; and

(iii) Trustify and its service providers may collect, process, and analyse such data to provide the Software in accordance with the incorporated third-party terms and the Trustify Privacy Policy.

8. Third Party Software and Product-Specific Terms

8.1 Third Party Products. The Software may include or incorporate software products and services provided by third-party suppliers of Trustify..

8.2 Additional Product Terms. Your use of certain Trustify products is governed by this Licence Agreement together with the applicable additional product terms. These may include  third-party supplier terms, use restrictions, warranty disclaimers, liability limitations, different choice of law and jurisdiction provisions, and other obligations specific to that product.

Trustify’s additional product terms  are available at https://trustify.com/product-terms/ and are hereby incorporated into and form part of this Licence Agreement. You agree to comply with all applicable additional product terms for the Trustify products deployed in your environment. Violation of any additional terms constitutes a material breach of this Licence Agreement.

Where there is any conflict between this Licence Agreement and an applicable additional term, the additional term shall prevail solely with respect to that specific product.

8.3 Third Party Warranties and Liability. Third-party products which form part of the Software are provided “AS IS” without warranty of any kind from Trustify. Trustify makes no representations or warranties regarding third-party products and disclaims all liability arising from your use of such products, except to the extent Trustify has specific obligations to the third-party supplier under the applicable supply agreement. The warranties, limitations of liability, and other terms specified in the applicable additional terms shall apply to your use of those products.

8.4 Open Source Components. The Software may also contain certain open source software components, which are licensed under their respective open source licences. To the extent required by such licences, the terms of those licences will apply to the open source components.

9. Payment and Fees

Payment terms for the Software are set forth in separate commercial agreements between Trustify and its authorised resellers. End users do not contract directly with Trustify for payment.

10. Compliance with Law

You undertake to use the Software in accordance with all applicable laws, including without limitation, all applicable export laws, restrictions and regulations.

You represent and warrant that:

(i) You are not located in, and will not use the Software in or export it to, any country or territory subject to comprehensive economic or trade sanctions, including but not limited to Cuba, Iran, Syria, North Korea, Russia, and the Crimea region of Ukraine;

(ii) You are not listed on any restricted party list maintained by the United States, United Kingdom, or other jurisdictions, including but not limited to the U.S. Treasury Department’s Specially Designated Nationals and Blocked Persons List;

(iii) You are not a target of comprehensive sanctions; and

(iv) You will comply with all applicable export control laws and regulations of the United States, United Kingdom, and other applicable jurisdictions in connection with your use of the Software.

11. Warranty Disclaimer

The Software is provided on an “as is” basis, without warranty of any kind. To the maximum extent permitted by applicable law, Trustify disclaims all warranties, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement, and any warranties in respect of the Software being error-free. Please refer to the agreement under which you paid the purchase price for the Software for details of any warranties provided under that agreement. The entire risk arising out of the use or performance of the Software and/or services remains with you. It is clarified that the hosting system provider is not responsible for the Software and disclaims all warranties of any kind.

12. Limitation of Liability

12.1 Subject to clause 12.4, Trustify or its licensors shall in no circumstances be liable to you or any other person for any indirect, special, incidental, or consequential damages of any type or for damages for loss of goodwill, business interruption, device failure or malfunction, loss of business profits, loss of data or business or financial information, procurement of substitute goods or services.

12.2 Subject to clause 12.4, In no event shall Trustify’s cumulative liability to you or any third party for any loss or damages exceed the amounts received by Trustify in respect of your use of the Software during the 12 months preceding the date of the occurrence which gave rise to the claim.

12.3 Subject to clause 12.4, no action may be commenced against Trustify for breach by Trustify of this Licence Agreement, or any other cause of action relating to Trustify’s acts or omissions in respect of this Licence Agreement or the Software, more than one (1) year after you become aware of the relevant cause of action.

12.4 Nothing in this Licence Agreement shall limit or exclude Trustify’s liability for (i) death or personal injury resulting from our negligence, (ii) fraud or fraudulent misrepresentation, or (iii) any other liability that cannot be excluded or limited by Scottish law.

12.5 The Software may utilise artificial intelligence (AI) and machine learning (ML) technologies, including those developed by third-party providers. While Trustify endeavours to ensure accuracy and reliability, outcomes generated by AI tools may be influenced by inherent model constraints and other factors.

13. Term

This Licence Agreement remains in effect until terminated in accordance with Section 14 or any applicable commercial agreement between you and Trustify.

14. Termination and Suspension

14.1 Trustify shall have the right to terminate this Licence Agreement if you breach a material term of this Licence Agreement and such breach is not cured within 30 days following written notice (to the extent such breach is capable of cure). Termination of the Licence Agreement shall be in addition to any equitable remedies available to either party. All parts of this Licence Agreement which by their nature are intended to remain in effect following termination shall survive any termination of this Licence Agreement.

14.2 Trustify may, in its sole discretion, suspend any or all of your rights under this Licence Agreement if you breach (or permit others to breach) the terms of this Licence Agreement, and/or the suspension is necessary to protect Trustify’s network, systems, operations or other customers or users.

15. Contacting Trustify

To contact Trustify, please use any of the methods provided on our Contact page at https://trustify.com/contact/

16. Communications from Trustify

16.1 If we have your contact details, Trustify may from time to time send you important notices by email. Such notices may relate to matters including, but not limited to, service changes and changes to these Terms and Conditions.

16.2 Trustify will never send you marketing emails of any kind without your express consent. If you do give such consent, you may opt out at any time. Any and all marketing emails sent by Trustify include an unsubscribe link. If you opt out of receiving emails from Trustify at any time, it may take up to 20 business days for Trustify to comply with your request. During that time, you may continue to receive emails from Trustify.

16.3 For questions or complaints about communications from Trustify (including, but not limited to marketing emails), please contact us via https://trustify.com/contact/

17. Miscellaneous

17.1 This Licence Agreement shall constitute the complete and exclusive agreement between the parties with respect to the subject matter hereof, except as supplemented by any separate commercial agreement between you and Trustify. This Licence Agreement may not be modified except by a written agreement signed by Trustify. TRUSTIFY’S ACCEPTANCE OF YOUR USE OF THE SOFTWARE, IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN.

17.2 If any provision of this Licence Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. You may not assign this Agreement without Trustify’s prior written approval.

17.3 Failure of Trustify to enforce any rights or to take action against you in the event of any breach hereunder shall not be deemed a waiver of such rights or of subsequent actions in the event of future breaches. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.

17.4 Trustify shall be entitled to assign or novate this Licence Agreement at its discretion. You may not transfer or assign your rights under this Licence Agreement.

17.5 A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

18. Governing Law and Jurisdiction

This Licence Agreement, its subject matter and its formation (and any non-contractual disputes or claims) are governed by the laws of Scotland. We both irrevocably agree to the exclusive jurisdiction of the courts of Scotland.