EULA
END USER LICENSE AGREEMENT
PLEASE READ THIS END USER LICENSE AGREEMENT (THE "TERMS") CAREFULLY BEFORE SIGNING UP TO THE PLATFORM/S AND USING THE PLATFORM (AS DEFINED BELOW). BY ACCESSING OR USING THE PLATFORM YOU (THE "END USER" OR "YOU" OR "YOUR") ARE ACCEPTING AND AGREEING TO BE BOUND BY ALL THE TERMS SET FORTH HEREIN, INCLUDING THOSE ADDITIONAL TERMS AND CONDITIONS AND POLICIES REFERRED TO HERE AND/OR AVAILABLE BY HYPERLINK. THESE TERMS ARE BETWEEN YOU AND Lucy Security SaaS Ltd and its affiliates (defined below), which shall include but not be limited to Lucy Security SaaS Inc, Lucy Security SaaS Pte Ltd and Lucy Security AG ("LUCY SECURITY"). BY USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND AGREED TO LUCY SECURITY’S PRIVACY POLICY AVAILABLE ON https://www.lucysecurity.com/privacy-policy , AS UPDATED FROM TIME TO TIME. THESE TERMS FORM A LEGALLY BINDING CONTRACT BETWEEN YOU AND LUCY SECURITY IN RELATION TO YOUR USE OF THE PLATFORM, AND MAY BE UPDATED BY LUCY SECURITY AT ANY TIME AT ITS SOLE DISCRETION. IF YOU DO NOT AGREE TO THESE TERMS AND/OR THE TERMS OF THE PRIVACY POLICY, DO NOT ACCESS OR USE THE PLATFORM IN ANY MANNER WHATSOEVER. For the purposes of these Terms “Affiliates” shall mean an entity controlled by, under common control with, or controlling such party, where control is denoted by having fifty percent (50%) or more of the voting power (or equivalent) of the applicable entity.
9.1. THE PLATFORM IS PROVIDED TO YOU ON A "AS IS" BASIS, AND Lucy Security DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NONINFRINGEMENT OF THIRD PARTIES RIGHTS OR THAT IT WILL BE PROVIDED ERROR-FREE, WITHOUT INTERRUPTION OR THAT THE PLATFORMS WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; Lucy Security SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS WITH RESPECT TO ACCURACY. NO THIRD PARTY, DISTRIBUTOR, RESELLER, AGENT, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY. 9.2. UNDER NO CIRCUMSTANCES WILL Lucy Security, ITS DIRECTORS, OFFICERS, CONSULTANTS, EMPLOYEES, SHAREHOLDERS OR ANY OTHER PARTY ON ITS BEHALF BE LIABLE FOR ANY DAMAGE, LOSS OR EXPENSE (INCLUDING PHYSICAL INJURIES) WHICH MAY BE CAUSED TO YOU ANYONE ACTING ON YOUR BEHALF OR TO ANY THIRD PARTY IN CONNECTION WITH THE USE OF OR RELIANCE ON THE PLATFORM, AS THE CASE MAY BE, INCLUDING WITHOUT LIMITATION ANY DAMAGE, EXPENSE OR LOSS CAUSED AS A RESULT OF YOUR USE OF THE PLATFORM. 9.3. UNDER NO CIRCUMSTANCES WHATSOEVER WILL Lucy Security BE LIABLE IN ANY WAY FOR ANY DAMAGE OR LIABILITY ARISING FROM (I) ANY CONTENT (WHETHER PROVIDED BY Lucy Security OR UPLOADED BY YOU), INCLUDING, WITHOUT LIMITATION, FOR ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR FOR ANY INFRINGEMENT OF THIRD PARTY'S RIGHT, LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE CONTENT AND/OR THE PLATFORM; (II) PLATFORM DEFECTS RESULTING FROM THE USE OF THIRD PARTY PRODUCTS OR SOFTWARE; OR (III) THE UNAUTHORIZED USE OF THE PLATFORM OR USE OF THE PLATFORM IN A MANNER INCONSISTENT WITH THESE TERMS OR THE AGREEMENT. 10. Indemnity and Release. You shall indemnify, defend, and hold harmless Lucy Security, and its directors, officers, consultants and employees from and against all finally awarded costs, damages, losses and expenses, including reasonable attorneys’ fees and other legal expenses, due to a third-party claim; (i) arising from Your use of the Platform; or (ii) alleging that your Content infringes any right or interest of such third party. Without derogating the below, upon any dispute You have with one or more third parties (including but not limited to a Partner), you release Lucy Security (and its affiliates and subsidiaries, and Lucy Security'S and their respective officers, directors, employees and agents) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release. 11. Title & Ownership. Any and all intellectual property rights, including but not limited to materials, computer software (in object code and source code form), data or information employed by Lucy Security pursuant to these Terms, and any know-how, methodologies, equipment, or processes used by Lucy Security in connection with the Platform, including without limitation all patent, copyright, trademarks, content, trade secret and any other proprietary rights, are and shall remain the sole and exclusive property of Lucy Security and/or licensed by Lucy Security. These Terms and any Agreement do not convey to You an interest in or to the Platform, but only a limited right of use in accordance with the terms herein. Nothing in these Terms or any Agreement constitutes a waiver of Lucy Security's intellectual property rights under any law. In addition, without derogating from the foregoing, Lucy Security shall solely own any and all media, text, images, games, music, sounds, graphics, video, or other materials and content of any kind that is made available to You by the Platform. 12. Limitation of Liability. IN NO EVENT SHALL Lucy Security’S LIABILITY, UNDER, ARISING OUT OF, OR RELATING TO THESE TERMS, THE AGREEMENT, THE PLATFORMS OR THE PLATFORM (EVEN IF Lucy Security HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES), OR FOR ANY CLAIM BY ANY OTHER PARTY, EXCEED THE AMOUNTS PAID BY YOU OR THE PARTNER, AS APPLICABLE, TO Lucy Security DURING THE SIX (6) MONTHS PRECEDING THE DATE OF THE OCCURRENCE WHICH GAVE RISE TO THE CLAIM. IN NO EVENT WILL Lucy Security BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF CONTENT OR DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR PLATFORMS, OR ANY OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT Lucy Security HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 13. Term and Termination. Subject to these Terms, the Agreement, and the receipt by Lucy Security of the Fees, Lucy Security shall provide You access to the Platform for a limited subscription period continuing for the term specified in Your applicable Agreement with the Partner. Without prejudice to any other rights, these Terms and your right to use the Platform automatically terminates if You fail to comply with any provision of these Terms or if Your Agreement is terminated or expires, for any reason whatsoever. 14. Platform Updates and Support. 14.1. Lucy Security may, at its sole discretion from time to time, but has no obligation to do so, release Updates (as defined below) or new versions of the Platform. The End User understands that it is their responsibility to regularly check for Updates and install them promptly. If the End User does not install at least 1 in every 5 Updates released by Lucy Security, Lucy Security may, at its sole discretion, choose to discontinue technical support and assistance for the Platform. Lucy Security will provide notice to the End User of such discontinuation of support at least 30 days in advance. 14.2. Nothing in these Terms entitles You to receive any support, maintenance, updates, upgrades, content, or new versions of the Platform. Lucy Security reserves the right to designate any Updates, additional content, or features as requiring a separate payment or purchase of a separate subscription at any time. Lucy Security specifically reserves the right to cease providing, updating, or maintaining the Platform at any time, in its sole discretion. 14.3. Lucy Security has no obligation to provide maintenance and support services, including Updates: 14.3.1.for any but the most current or 5 immediately preceding versions or release of the Platform; 14.3.2. if the End User is in breach under these Terms; or 14.3.3. for any Platform that has been modified other than by or with the authorization of Lucy Security, or that is being used with any hardware, software, configuration, or operating system not expressly authorized by Lucy Security in writing. 14.4. For the purposes of these Terms, "Updates" means any updates, bug fixes, patches, or other error corrections to the Platform Lucy Security generally makes available to all licensees of the Platform. 15. Export Regulation. You acknowledge and agree that the Platform may be subject to export control laws and regulations in various countries, including but not limited to the United States, United Kingdom, and European Union, and that you will comply with all applicable laws and regulations. You agree not to export, re-export, or transfer the product or service to any prohibited country, person, or entity, or for any prohibited end-use, without obtaining the necessary licenses and approvals from the relevant authorities. You understand that failure to comply with applicable export control laws and regulations may result in civil and criminal penalties, including fines and imprisonment, and that Lucy Security may terminate the license if you violate these laws or regulations. You further acknowledge that the Platform may contain encryption technology, and that you are responsible for complying with any applicable encryption laws and regulations in your jurisdiction. 16. General. These Terms along with Lucy Security’s Privacy Policy constitute the entire agreement between the parties and may not be modified except by a written agreement signed by Lucy Security. If a court of competent jurisdiction finds any provision of these Terms to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of these Terms shall continue in full force and effect. You may not assign these Terms without Lucy Security’s prior written approval. Lucy Security shall be entitled to assign these Terms at its sole discretion. No waiver of any breach shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. These Terms shall be governed by and construed in accordance with the laws of Israel (without reference to its conflict of law principles) and the competent courts in Tel Aviv, Israel shall have the exclusive jurisdiction over any dispute arising from these Terms. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. Sections 4, 5, 6, 7, 9, 10, 11, 12, 13, 14, 15, 16 and 17 shall survive termination of these Terms and Agreement.
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