IMPORTANT – READ CAREFULLY THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT (THIS “AGREEMENT”) BEFORE USING THE SOFTWARE (AS DEFINED BELOW). THE SOFTWARE IS COPYRIGHTED AND LICENSED (NOT SOLD). CLICKING ‘AGREE, OR USING THE SOFTWARE INDICATES YOUR ACCEPTANCE OF THE TERMS SET FORTH BELOW AND CREATES A LEGAL AGREEMENT BETWEEN YOU AND VARONIS SYSTEMS, INC. (“LICENSOR”). IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU HAVE NO RIGHT TO USE THE SOFTWARE.
IBM Security App Exchange hosts certain content created and published by individuals and entities other than International Business Machines Corporation (“IBM”). For the purposes of this Agreement, the term “Software” or “Software Product” shall refer to the program, tool, plug-in, add-on, application, library, content, data, solution, service or other item or material created and published by Licensor. It is hereby clarified that IBM is not a party to this Agreement.
- Grant of License. Subject to the terms and conditions of this Agreement, Licensor grants to you a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free, payment-free, perpetual license to use the Software, in executable form only, internally in connection with the Software (the “License“). You may not, and may not permit or aid others to, translate, reverse engineer, decompile, disassemble, update, modify, reproduce, duplicate, copy, distribute or otherwise disseminate all or any part of the Software, or extract source code from the object code of the Software.
- Proprietary Rights; Confidentiality. You acknowledge and agree that the Software is a proprietary product of Licensor, protected under copyright laws and international treaties. You further acknowledge and agree that all right, title and interest in and to the Software and any derivatives thereof are and shall remain with Licensor. All intellectual property rights (including, without limitation, copyrights, trade secrets, trademarks, etc.) evidenced by or embodied in and/or attached/connected/related to the Software, including any revisions, corrections, modifications, enhancements, updates and/or upgrades thereof (to the extent provided by Licensor) are and shall be owned solely by Licensor.
- Term and Termination. The license is effective until terminated by you or Licensor. Your rights under license will terminate automatically without notice from Licensor if you fail to comply with any term(s) of this Agreement. Upon termination, you shall cease all use of the Software and destroy all copies, full or partial, of the Software.
- No Warranty. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
- Limitation of Liability. UNDER NO CIRCUMSTANCES WILL LICENSOR BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, FOR LOSS OF PROFITS, USE, REVENUE, OR DATA OR FOR BUSINESS INTERRUPTION (REGARDLESS OF THE LEGAL THEORY FOR SEEKING SUCH DAMAGES OR OTHER LIABILITY) ARISING OUT OF OR IN CONNECTION WITH USE OF THE SOFTWARE, WHETHER OR NOT LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, THE LIABILITY OF LICENSOR ARISING OUT OF OR RELATING TO THE SOFTWARE WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY YOU (IF ANY) FOR SUCH SOFTWARE.
- General. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, regardless of its conflict of laws rules. This Agreement constitutes the entire agreement between Licensor and you with respect to the Content and may not be modified except by a written instrument executed by you and an authorized representative of Licensor.