Anzenna End-User License Agreement
Vendor: Anzenna, Inc. (“Anzenna,” “we,” “us”)
Customer: The end user named in the Reseller SOW or order (“Customer,” “you”).
By accessing or using the Service, you agree to this End-User License Agreement (“EULA”). If you do not agree, do not access or use the Service.
1. Service and Restrictions Service. Subject to this EULA and the term and quantities in the Reseller SOW/order if applicable (“Order”), Company provides Customer a non-exclusive right to access and use Company’s IT risk management software-as-a-service product (the “Service”) solely for Customer’s internal use. Scoring. The Service may monitor activity of Customer’s users on designated Customer systems (“Activity”). Using Company’s algorithms and artificial intelligence models (“AI Models”), the Service may assign a score to each user reflecting potential cybersecurity risk associated with such Activity (a “Score”). Registration. Customer shall not create more than one account or transfer account credentials without Company’s prior written consent. Customer shall keep credentials confidential and notify Company immediately of any unauthorized access or use. Modifications. Company may modify or improve the Service at any time. Customer Systems. Customer is responsible for operation and maintenance of Customer Systems and connectivity to access the Service. Company disclaims all warranties and liability arising from Customer Systems. “Customer Systems” means any hardware, devices, or other equipment owned, operated, or managed by Customer through which the Service is accessed.Restrictions. Customer shall not, and shall not permit any third party to:(a) modify, adapt, translate, reverse engineer, decompile, disassemble, or attempt to derive source code of any part of the Service;(b) use or integrate the Service except as authorized by Company;(c) sell, resell, license, sublicense, distribute, rent, or lease any part of the Service or provide third-party access;(d) disclose performance or results of use of the Service, including benchmarks;(e) remove, alter, or obscure proprietary notices;(f) copy, frame, or mirror any part of the Service;(g) disrupt, degrade, impair, or violate the integrity or security of the Service;(h) use the Service to store or transmit malicious code or to perform harmful actions; or(i) impose an unreasonable or disproportionately large load on Company infrastructure. Feedback. Feedback is voluntary and creates no confidentiality obligation. Company may use, disclose, reproduce, license, distribute, or exploit Feedback during and after the term without restriction. Support. Company will use commercially reasonable efforts to respond to Customer support requests during Company’s normal business hours. Customer will provide information reasonably necessary for Company to reproduce reported issues. Usage Data. Company may collect technical, log, and usage data in connection with Customer’s use of the Service. Company owns such data and may use and exploit it without restriction, including to inform and train the AI Models and to improve the Service. Ownership. Except for rights expressly granted, Company retains all right, title, and interest (including intellectual property rights) in and to the Service and the AI Models, including any modifications, updates, customizations, derivatives, or improvements. Except for rights expressly granted, Customer retains all right, title, and interest (including intellectual property rights) in and to the Customer Data. No implied license is granted. Customer Data. Customer grants Company a non-exclusive, royalty-free, fully paid-up license to use, reproduce, transmit, and process Customer Data during the applicable Order term for the purpose of providing the Service to Customer. Customer is solely responsible for Customer Data provided by Customer or its users, including providing all notices and obtaining all consents necessary to provide such Customer Data to Company for the Service. Customer shall not provide Customer Data it does not own or have a valid license to provide. “Customer Data” includes data relating to Activities and Personal Information. “Personal Information” means information relating to an identified or identifiable natural person or that is protected as personal information, personal data, or similar term under applicable laws. Data Security. Customer shall promptly notify Company of any unauthorized access to or use of the Service of which Customer becomes aware. Company shall notify Customer promptly after becoming aware of any unauthorized access to or disclosure of Personal Information provided by Customer and stored on systems owned or controlled by Company (a “Security Incident”) and provide reasonable assistance to enable Customer to comply with applicable breach notification laws. Each party shall implement and maintain reasonable security measures designed to prevent Security Incidents. Except to the extent required by law, Company has no responsibility to provide notifications to authorities or individuals relating to a Security Incident, and Customer is solely responsible for such notifications. 2. Confidentiality Definition. “Confidential Information” means non-public information, know-how, and trade secrets disclosed by a party (“Disclosing Party”) to the other (“Receiving Party”) that is marked confidential, would reasonably be understood as confidential, or is disclosed orally and confirmed in writing within a reasonable time. Obligations. Receiving Party shall use Confidential Information only to exercise rights and perform obligations under this EULA, protect it with at least reasonable care, and disclose it only to personnel who need to know and are bound by obligations at least as protective. Exceptions. Confidential Information does not include information that is public without breach, known without obligation, rightfully received from a third party, or independently developed without use of the Confidential Information. Compelled Disclosure; Injunctive Relief. Receiving Party may disclose as required by law with prior notice where lawful and reasonable cooperation to seek protective treatment. Breach may cause irreparable harm and the Disclosing Party may seek injunctive relief without bond. 3. Term and Termination Term. This EULA is coterminous with the Order. Renewals, if any, are handled in the Order. Termination. Either party may terminate this EULA upon thirty (30) days’ written notice for uncured material breach, or if the other party ceases to do business, becomes insolvent, or seeks protection under bankruptcy or similar laws. Either party may also terminate upon notice when no Order is active. Effect of Termination. Upon termination of this EULA, access to the Service ends and all rights and licenses granted hereunder terminate. Unless termination is due to Company’s uncured material breach, Customer shall pay any unpaid Fees owed under the Order to the paying party as applicable. The following survive termination: Sections 1 (to the extent stated), 2, 3 (Effect), 4, 5, and 6. 4. Disclaimer and Limitations; Warranties Disclaimer. THE SERVICE IS PROVIDED ON AN “AS-IS” AND “WHERE-IS” BASIS. COMPANY MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO ANY SCORE, THE SERVICE OR ITS USE OR OPERATION, OR THAT ANY DATA MADE AVAILABLE VIA THE SERVICE (INCLUDING ANY SCORE) IS ACCURATE, COMPLETE, OR WILL FULFILL CUSTOMER’S NEEDS. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY DOES NOT GUARANTEE OR WARRANT THAT THE SERVICE WILL BE FREE OF DEFECTS, RUN ERROR-FREE OR UNINTERRUPTED, MEET CUSTOMER’S REQUIREMENTS, OR BE SECURE. Limitation of Liability. EXCEPT WITH RESPECT TO A BREACH OF SECTION 2 (CONFIDENTIALITY) AND EXCEPT WITH RESPECT TO SECTION 5 (INDEMNIFICATION), IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, OR INDIRECT DAMAGES OR DAMAGES RELATED TO LOSS OF DATA, LOSS OF SYSTEM AVAILABILITY, LOSS OF COMPUTER RUN TIME, LOST PROFITS, OR COSTS OF COVER, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY. EXCEPT WITH RESPECT TO A BREACH OF Customer Data OBLIGATIONS IN SECTION 1 OR SECTION 2 AND EXCEPT WITH RESPECT TO SECTION 5, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY UNDER THIS EULA EXCEED THE AMOUNTS ATTRIBUTABLE TO CUSTOMER’S SUBSCRIPTION FOR THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY, REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE. THESE LIMITS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. Customer Warranties. Customer represents and warrants that: (a) Company’s use of Customer Data as authorized hereunder does not infringe or violate third-party rights; (b) Customer owns or has rights necessary to grant the rights herein; (c) providing Customer Data does not violate laws, regulations, or contractual/privacy commitments; (d) Customer Data contains no malicious code; and (e) Customer has provided required notices and obtained necessary consents, approvals, permissions, authorizations, and waivers for Company to process Customer Data, including in connection with Company’s AI Models. 5. Indemnification By Company. Company shall defend or settle third-party claims alleging that the Service infringes a patent, copyright, or other proprietary right, and shall indemnify Customer from final damages and reasonable fees awarded, provided Customer promptly notifies Company, permits Company to control the defense and settlement, and provides reasonable assistance. Company has no obligation for claims arising from Customer Data, modifications at Customer’s request, combinations with items not provided by Company, or failure to implement modifications, upgrades, replacements, or enhancements made available to avoid alleged infringement. Company may procure rights, provide a non-infringing replacement with substantially equivalent functionality, or modify the Service to be non-infringing while maintaining substantially equivalent functionality. If none is commercially reasonable, Company may suspend or terminate the affected portion. This paragraph states Company’s sole liability for IP infringement claims. By Customer. Customer shall defend or settle third-party claims to the extent based on Customer’s breach of Customer Warranties above, subject to prompt notice, control, and cooperation. 6. Miscellaneous Dispute Resolution. California law governs all proceedings arising out of this EULA. Any such proceeding shall be brought exclusively in the state or federal courts located in San Francisco County, California. Severability. If a provision is unenforceable, modify it to the minimum extent necessary or disregard it; the rest remains in effect. If doing so would defeat an essential purpose, the entire EULA may be unenforceable. Waiver; Amendment. Waivers and amendments must be in writing and signed. Assignment. Customer may not assign or transfer this EULA without Company’s prior written approval, except as permitted by law with assumption of obligations. Force Majeure. No default, delay, or failure to perform is a breach if due to causes beyond a party’s reasonable control. This does not excuse payment obligations. Construction. Headings are for convenience. “Including” means “including without limitation.” Notices. Legal notices to Company: Anzenna, Inc., Pier 5, Suite 101, San Francisco, CA 94111. Legal notices to Customer: the address in the Order. Notices may be delivered by personal service, express courier, or certified mail, return receipt requested. Entire Agreement. This EULA, together with the Order identifying the Service, constitutes the entire agreement between Company and Customer for access and use of the Service and supersedes prior or contemporaneous discussions on that subject.