SOFTWARE LICENSE AGREEMENT
PLEASE READ THE SOFTWARE LICENSE AGREEMENT (“AGREEMENT” OR “EULA”) CAREFULLY BEFORE USING THE CY-NAPEA SOFTWARE (“SOFTWARE”). AURORA CONSOLIDATED Ltd. (“AURORA CONSOLIDATED” OR “LICENSOR”) IS WILLING TO LICENSE THE SOFTWARE TO YOU AS AN INDIVIDUAL OR LEGAL ENTITY (“LICENSEE” OR “YOU”), AND WHERE APPLICABLE, TO PROVIDE YOU WITH SUPPORT AND MAINTENANCE SERVICES (“SERVICES”), PROVIDED, AND ONLY ON THE CONDITION THAT, YOU ACCEPT AND AGREE TO COMPLY WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS AGREEMENT APPLIES TO ANY UPDATES OR SERVICES FOR THE SOFTWARE OR FOR THE SERVICES PROVIDED TO YOU BY AURORA CONSOLIDATED LTD. UNDER THE Trademark CY-NAPEA, UNLESS OTHER TERMS SPECIFICALLY COVER THOSE ITEMS.
BY CLICKING “I ACCEPT THIS AGREEMENT” OR OTHERWISE DOWNLOADING, INSTALLING, AND/OR USING THE SOFTWARE OR BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND ACCEPTED ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND THAT THIS ACTION ESTABLISHES A LEGAL, ENFORCEABLE, AND BINDING AGREEMENT BETWEEN YOU AND AURORA CONSOLIDATED. IF YOU DO NOT ACCEPT ALL OF THE TERMS OF THIS AGREEMENT, YOU SHALL HAVE NO RIGHT TO USE THE SOFTWARE, YOU MUST IMMEDIATELY CEASE USING THE SOFTWARE AND YOU MUST DELETE OR REMOVE ALL ASSOCIATED SOFTWARE AND ASSOCIATED FILES.
SOFTWARE LICENSE GRANT
Subject to the terms and conditions of this Agreement, upon payment of all license fees owed for the Software, Licensor grants and Licensee accepts a nonexclusive, nontransferable, non-assignable (unless such prohibition is otherwise prohibited by local law), limited license (“Software License”) to use the Software solely in accordance with the terms and conditions of this Agreement. The Software is to be installed and/or deployed on the specific number of machines or virtual environments for which a Software License has been purchased and paid for. The number of physical machines and virtual environments on which You are permitted to install the Software also depends on the type of product that You have purchased. You may use a single Software License for one physical machine or virtual environment unless otherwise specified under the “Licensing Policy”.
If your Software License is designated for only one physical machine or virtual environment at a time, you may transfer your software License to a new machine provided the original installation is completely removed and no longer in use. If you wish to deploy the Software on multiple machines, you must purchase the appropriate license (or additional software licenses) for the additional deployments. Certain types of products may only be deployed once and cannot be reused once used.
SCOPE OF LICENSE
Notwithstanding any references to “purchase,” the Software is licensed and not sold pursuant to this Agreement. This Agreement confers a limited license to the Software only and does not constitute a transfer of title to, or sale of, all or a portion of the Software or the underlying intellectual property. You acknowledge that Aurora Consolidated or third parties own all right, title, and interest in and to the Software and Services and all associated materials and services, including without limitation, the structure, organization, source code, all copyrights, patents, trade secrets, and other intellectual property rights throughout the world, in and to the original and all copies, portions, extracts, selections, arrangements, adaptations, compilations, and any derivatives of the Software and Services, or software or content provided through or in conjunction with the Software or Services, and all features, updates, releases, enhancements, bug fixes, workarounds, patches, updates, and all associated documentation and product packaging. Except for the license granted in this Agreement, all rights in and to the Software and Services are reserved, and no implied licenses are granted by Aurora Consolidated. Aurora Consolidated retains sole ownership of all copyrights, patents, trade secrets, and other intellectual property rights throughout the world in and to the original and all copies and portions of the Software (including any features and associated services) and all associated documentation and product packaging. This Agreement governs all updates, upgrades, releases, or enhancements to the Software that may be provided to you. The Software contains certain technologies that are protected by United States patents.
You agree not to conduct, cause, consent or permit others to:
sublicense, lease, rent, loan, transfer, or distribute the Software, or any portion, extract, selection, arrangement, adaptation, compilation, or derivative thereof, to any third party;
make error corrections, modify, adapt, translate, or prepare derivative works from the Software;
decompile, reverse engineer, disassemble, or otherwise attempt to derive source code from the Software or reduce the Software to human-readable form, or attempt to reconstruct or discover any source code or underlying ideas, algorithms, file formats, or programming or interoperability interfaces of Software or of any files contained or generated using Software by any means whatsoever, except to the extent otherwise expressly permitted under applicable law, notwithstanding this restriction, without the prior express written consent of the Licensor, any such created works are derivative works and as such are the sole and exclusive property of Licensor;
decrypt data or extract portions of the Software’s files for use in other applications,
remove, obscure or alter Aurora Consolidated’s or any third party’s product names, trademarks or patent, copyright, or other proprietary rights notices, or ownership attribution statements affixed to or contained within or accessed in conjunction with or through the Software;
use or permit the Software to be used to perform services for third parties, whether on a service bureau or time sharing basis or otherwise, without the express written authorization of Aurora Consolidated; or
publicly disseminate performance information or analysis (including, without limitation, benchmarks) from any source relating to the Software. You shall be responsible and liable for the actions of Your affiliates, employees, agents, and any third party who obtains access to the Software licensed to Licensee.
In addition, certain third party code may be provided with the Software. To the extent that such third-party code is subject to license terms that vary from the terms in this Agreement, you may find the third-party license terms accompanying such code at the license.txt file located in the root installation directory, and those terms will govern your use of such code.
SOFTWARE UPDATES, SUPPORT AND MAINTENANCE
If you register your Software with Aurora Consolidated, you are entitled to:
“patch” or “dot” releases of Software; and
other electronic services Aurora Consolidated makes generally available to its customers, including its knowledge base, which can assist in answering general questions about the Software. Any unauthorized modifications to the Software will void this provision and Aurora Consolidated’s obligations to provide any technical support or maintenance services related to the Software.
The support and maintenance policies are updated from time to time. The current policies can be found at https://cy-napea.com/en/end-user-license-agreement-eula. Aurora Consolidated provides standard Services (included in your paid Software License fees) for a period of time specified in the support lifecycle policy. Additional Services for may be available for purchase and information related to these additional services can be found at https://cy-napea.com/en/our-services/.
Upon expiration of Services for your Products, you may be able to extend the Services for an annual fee. Fees are billed on an annual basis and there are no refunds for early cancellation of Services. Aurora Consolidated reserves the right to deny any Services if You are not eligible for Services.
AURORA CONSOLIDATED MAY AUTOMATICALLY INVOICE YOU THE CONTINUATION OF SERVICES FEE PRIOR TO THE EXPIRATION OF SERVICES (AND ON EACH ANNIVERSARY DATE). YOU MAY “OPT IN” OR “OPT OUT” OF AUTO-RENEW WHEN YOU REGISTER YOUR PRODUCT OR BY LOGGING INTO YOUR AURORA CONSOLIDATED ACCOUNT.
ACCEPTABLE USE AND CONDUCT
By registering for and/or by using the Software or Services, you represent and warrant that you have the legal capacity and authority to enter into a binding agreement and to adhere to this Agreement, and that you will use the Software and the Services only in accordance with this Agreement and with all applicable laws. If an individual is registering or using the Software or Services on behalf of an entity or organization, that individual warrants, represents, and covenants to Aurora Consolidated that such individual is duly authorized to agree to this EULA on behalf of the organization and to bind the organization to them. The Software and Services are intended, and offered, only for lawful use by individuals or organizations with the legal capacity and authority under applicable law to enter into a contract for such products and services. Aurora Consolidated does not offer the Software or Services to minors or where otherwise prohibited by law.
Without limiting the foregoing:
You acknowledge and agree that the Software may be subject to export controls in the United States and other countries. You agree to comply with all United States export laws and regulations and with all export or import regulations of other countries, and you shall not and shall not allow any third-party to remove or export from the United States or allow the export or re-export of any part of the Software or Services or any direct product thereof:
into (or to a national or resident of) any embargoed or terrorist- supporting country;
to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals European Commission list; or
to any country to which such export or re-export is restricted or prohibited, or as to which the EU and United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval. You assume sole responsibility for any required export approval and/or licenses and all related costs and for the violation of any EU and/or United States export law or regulation.
You may not use the Software and/or Services if you are a citizen, national, or resident of, or are under control of the government of: Cuba, Iran, Sudan, North Korea, Syria, Russia or any other country to which EU and/or the United States has prohibited export. Each time you use the Software or Services you represent, warrant, and covenant that:
you are not a citizen, national, or resident of, nor under the control of the government of any such country to which the United States has prohibited export;
you will not download or otherwise export or re-export the Software, directly or indirectly, to the above mentioned countries nor to citizens, nationals or residents of those countries;
you are not listed on EU and/or the U.S. Department of Treasury’s Lists of Specially Designated Nationals, Specially Designated Terrorists, and Specially Designated Narcotic Traffickers, the U.S. Department of State’s List of Statutorily Debarred Parties, or the U.S. Department of Commerce’s Denied Persons List, Entity List, or Unverified List Table of Denial Orders;
you will not download or otherwise export or re-export the Software, directly or indirectly, to persons on the above mentioned lists;
you will neither use nor allow the Software to be used for any purposes prohibited by United States federal or state law, including, without limitation, for the development, design, manufacture, or production of nuclear, chemical, or biological weapons of mass destruction;
the Software and the Services will not be exported, directly, or indirectly, in violation of these laws, nor will the Software or Services be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation; and
you are not using or permitting others to use the Software or Services to create, store, backup, distribute, or provide access to child pornography or any other content or data which is illegal under the relevant laws of the United States, Switzerland, Singapore and Licensee’s jurisdiction.
*** Aurora Consolidated cannot decrypt your files if You have elected to encrypt.
Aurora Consolidated may provide access to your data to government authorities if Aurora Consolidated suspects or believes that the data contains child pornography or other prohibited content or data or that the Data is being used for illegal purposes. You understand that local laws where Aurora Consolidated’s data centers are located may be different that the laws of the country in which You reside. Aurora Consolidated will comply with the local laws of the jurisdiction in which You reside and also the jurisdiction where the data center storing your data is located. As a result, You acknowledge that Aurora Consolidated or Aurora Consolidated affiliates may use servers and other equipment to provide the Software or Services that are located in the United States or in other countries where litigants, law enforcement, courts, and other agencies of the government may have the right to access data stored within their jurisdictions upon terms and conditions provided by local law, and that, as a result, they may gain access to your backup data as provided by applicable local law.
AURORA CONSOLIDATED SHALL HAVE THE ABSOLUTE AND UNILATERAL RIGHT IN ITS SOLE DISCRETION TO DENY USE OF AND ACCESS TO ALL OR ANY PORTION OF THE SOFTWARE OR SERVICES TO LICENSEE OR OTHER USERS WHO ARE DEEMED OR SUSPECTED BY AURORA CONSOLIDATED TO BE USING THE SOFTWARE OR SERVICES IN A MANNER NOT REASONABLY INTENDED BY AURORA CONSOLIDATED OR IN VIOLATION OF LAW OR THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO SUSPENDING OR TERMINATING A LICENSEE’S, OR ANOTHER USER’S, AURORA CONSOLIDATED ACCOUNT WITH AURORA CONSOLIDATED AND THE LICENSE TO USE THE SOFTWARE OR SERVICES.
PRIVACY AND DATA PROTECTION
Except as otherwise stated in this Agreement, the Software is subject to Aurora Consolidated’s Privacy Statement at https://cy-napea.com/en/privacy-policy AURORA CONSOLIDATED ASSUMES NO RESPONSIBILITY FOR THE DELETION OF DATA, LOSS OF DATA, OR THE FAILURE TO STORE DATA.Aurora Consolidated has no obligation to monitor the use of the Services and/or data transmitted or stored through the Services. To the maximum extent possible under applicable law and notwithstanding the provisions of this Agreement, Aurora Consolidated reserves the right at all times to monitor, review, retain and/or disclose any Data or other information as necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to investigate any suspected breach of these Terms and Conditions.
CONFIDENTIALITY
The Software and Services contain trade secrets (as defined by applicable law) of Licensor and are proprietary to Licensor. Licensee shall maintain the Software and the Services in confidence and prevent disclosure of the Software and Services using at least the same degree of care it uses for its own most critical proprietary information, but in no event less than a reasonable degree of care. Licensee shall not disclose or provide access to the Software or Services or any part thereof to anyone for any purpose, other than to employees or other parties authorized under this Agreement for the purpose of exercising the rights expressly granted under this Agreement.
WARRANTY
If Aurora Consolidated provides You with Software in the form of tangible media, Aurora Consolidated warrants that the media upon which the Software is recorded will not be defective under normal use for a period of ninety (30) days from delivery. Aurora Consolidated will replace any defective media returned to Aurora Consolidated within the warranty period at no charge to you. Aurora Consolidated warrants that the Software, as delivered by Aurora Consolidated and when used in accordance with the software documentation provided by Aurora Consolidated, will substantially conform to the software documentation provided with the Software for a period of ninety (30) days from the date of delivery. If the Software does not comply with this warranty and such non-compliance is reported by You to Aurora Consolidated within the warranty period, Aurora Consolidated will do one of the following in its sole discretion:
repair the Software; or
replace the Software with software that has substantially the same functionality. This warranty excludes defects resulting from accidents, abuse, unauthorized repair or modification, enhancements or misapplication of the Software.
THE FOREGOING WARRANTY SET FORTH IN THIS SECTION 7 IS YOUR SOLE AND EXCLUSIVE REMEDY FOR AURORA CONSOLIDATED’S BREACH OF THIS WARRANTY.
DISCLAIMER OF WARRANTIES
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE CY-NAPEA SOFTWARE AND SERVICES AND ANY THIRD PARTY SOFTWARE AND SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. EXCEPT FOR THE LIMITED WARRANTY ON MEDIA SET FORTH ABOVE IN SECTION 7 AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW THE CY-NAPEA SOFTWARE AND SERVICES ARE PROVIDED “AS IS,” WITH NO WARRANTIES WHATSOEVER. AURORA CONSOLIDATED AND SUCH THIRD PARTIES EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, AND NON INFRINGEMENT OF THIRD PARTY RIGHTS BY FILTERING, DISABLING, OR REMOVING SUCH THIRD PARTY’S SOFTWARE, SPYWARE, ADWARE, COOKIES, EMAILS, DOCUMENTS, ADVERTISEMENTS OR THE LIKE. IT IS AT YOUR OWN DISCRETION AND RISK THAT YOU DOWNLOAD AND/OR USE THE SOFTWARE. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS. AURORA CONSOLIDATED MAKES NO WARRANTIES OR REPRESENTATIONS THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE OR SERVICES WILL BE CORRECTED. YOU MAY HAVE OTHER WARRANTY RIGHTS, WHICH MAY VARY FROM STATE TO STATE AND COUNTRY TO COUNTRY. THE PARTIES AGREE THAT THE LIMITATIONS OF THIS SECTION ARE ESSENTIAL AND THAT LICENSEE WOULD NOT BE PERMITTED TO USE THE SOFTWARE IF LICENSEE HAD NOT AGREED TO THESE TERMS. THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL AURORA CONSOLIDATED OR ITS AFFILIATES (INCLUDING SUPPLIERS, RESELLERS, OR PARTNERS) OR THEIR RESPECTIVE EXECUTIVES, EMPLOYEES, SHAREHOLDERS OR CONTRACTORS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, DIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING FROM OR RELATED TO YOUR USE OR INABILITY TO USE THE AURORA CONSOLIDATED SOFTWARE AND SERVICES OR THIS AGREEMENT, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF ANY SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL AURORA CONSOLIDATED’S, OR IT’S AFFILIATES’, TOTAL LIABILITY TO YOU, FOR ALL DAMAGES EXCEED THE AMOUNT, IF ANY, PAID BY YOU TO AURORA CONSOLIDATED FOR THE SOFTWARE AND/OR SERVICES DURING THE TWELVE MONTHS PRIOR TO THE EVENT WHICH GAVE RISE TO THE DAMAGES IN QUESTION. IF THE SOFTWARE AND SERVICES ARE PROVIDED WITHOUT CHARGE, THEN THERE SHALL BE NO LIABILITY TO YOU WHATSOEVER. THE FOREGOING IS YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH. THIS LIMITATION OF LIABILITY FOR PERSONAL INJURY OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL, OR DIRECT DAMAGES, WILL APPLY ONLY TO THE EXTENT PERMITTED UNDER APPLICABLE LAW. THE DISCLAIMERS AND LIMITATIONS SET FORTH ABOVE WILL APPLY REGARDLESS OF WHETHER OR NOT YOU ACCEPT THE SOFTWARE, UPDATES OR UPGRADES. THE PARTIES AGREE THAT THE LIMITATIONS OF THIS SECTION ARE ESSENTIAL AND THAT LICENSEE WOULD NOT BE PERMITTED TO USE THE SOFTWARE IF LICENSEE HAD NOT AGREED TO THESE TERMS. THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
GOVERNMENT END USERS
As to direct and indirect U.S. Government Users, notwithstanding Sections 4 and 5:
This Agreement applies to all Software and Services acquired directly or indirectly by or on behalf of the United States Government. The Software and Services are commercial products and services as defined in FAR 12.212 and subject to restricted rights as defined in FAR Section 52.227-19 and DFARS 227.7202, as applicable, and any successor regulations. Use, modification, duplication, or disclosure by the U.S. Government shall be solely in accordance with the terms of this Agreement and is subject to the restrictions set forth in subparagraph (c) of the Commercial Computer Software Restricted Rights clause of FAR 52.227-19.
You have selected the EU as the default location for your data and understand that Aurora Consolidated will comply with applicable EU and/or U.S. Federal laws where You and your Data reside. As a result, You acknowledge that Aurora Consolidated or Aurora Consolidated affiliates may use servers and other equipment to provide the Software or Services that are located only in the EU and/or United States, where EU and/or U.S. Federal litigants, law enforcement, courts, and other agencies of the EU and/or United States government may have the right to access Your data. Aurora Consolidated may also provide access to your data to EU and/or U.S. Federal government authorities if Aurora Consolidated suspects or believes that the data contains child pornography or other prohibited content or data or that the Data is being used for illegal purposes.
Aurora Consolidated reserves the right, consistent with EU and/or U.S. Federal data privacy and other user data protection requirements, and if mandated by EU and/or U.S. Federal applicable law, regulation, legal process, or governmental order, disclose user Data or other information, but only to the extent required to satisfy those EU and/or U.S. Federal laws, regulations, or orders. Unless prohibited by EU and/or U.S. Federal law or other order, Aurora Consolidated will provide reasonable notice of any such required or requested disclosure to You and reasonably cooperate to limit such disclosure to the extent allowed by law. You acknowledge and agree that the support Services that may be provided pursuant to this Agreement can be provided only from the EU and/or United States.
The parties acknowledge that nothing in this Agreement shall be interpreted to imply consent by any EU and/or U.S. Government End User to submit to the adjudicative or enforcement power of any regulatory, administrative, or judicial authority of, or the application of the laws of, another jurisdiction. Any license provisions that are inconsistent with EU and/or U.S. federal procurement regulations or applicable EU and/or U.S. Federal laws are not enforceable under this Agreement.
CY-NAPEA TERMS AND CONDITIONS
The following terms and conditions apply if the Software includes Cy-Napea:
The normal use of Cy-Napea may lead to access restrictions, data loss, loss of privacy, or any combination of the foregoing as a result of lock or wipe commands, removal of temporary files, registry keys or browser data, file scanning, remote endpoint monitoring, interception and monitoring of Internet traffic, or any other functionality of Cy-Napea. Notwithstanding anything to the contrary, Aurora Consolidated will not be liable for any damages related to such access restrictions, data loss, or loss of privacy.
Cy-Napea uses certain technology that third parties license to Aurora Consolidated. Should any such third party stop licensing that technology to Aurora Consolidated, Cy-Napea may lose some functionality, including, but not limited to signature-based antivirus, URL filtering, and cloud verdict check. Notwithstanding anything in this Agreement to the contrary, Aurora Consolidated will not be liable for any damages related to such loss of functionality.
Certain third-party security products may be incompatible with Cy-Napea. During the installation process, Cy-Napea may uninstall or disable such third-party security products. Licensee may also need to manually disable or uninstall such third-party security products in the event that Cy-Napea is unable to disable or uninstall them.
Cy-Napea users with administrative rights may have capabilities to use Cy-Napea to interfere with and monitor the usage of devices protected by Cy-Napea. Licensee hereby represents and warrants that it will use those capabilities only where it has obtained all the necessary rights and permissions for such use of Cy-Napea.
CY-NAPEA IS NOT FAULT-TOLERANT AND IS NOT DESIGNED OR INTENDED FOR USE IN ANY HAZARDOUS ENVIRONMENT REQUIRING FAIL-SAFE PERFORMANCE OR OPERATION. CY-NAPEA IS NOT FOR USE IN THE OPERATION OF AIRCRAFT NAVIGATION, NUCLEAR FACILITIES, OR COMMUNICATION SYSTEMS, WEAPONS SYSTEMS, DIRECT OR INDIRECT LIFE-SUPPORT SYSTEMS, AIR TRAFFIC CONTROL, OR ANY APPLICATION OR INSTALLATION WHERE FAILURE COULD RESULT IN DEATH, SEVERE PHYSICAL INJURY OR PROPERTY DAMAGE.
Licensee acknowledges that third-party licensors of certain components or elements of Cy-Napea have a substantial interest in such components or elements and that they may be third party beneficiaries to this Agreement.
If requested, Licensee will certify in writing that Licensee is using Cy-Napea for the number of servers, with the number of copies, on the system configuration and at the site agreed upon by the parties (as applicable). Licensee agrees that Aurora Consolidated or its licensors (or an independent auditor working on such party’s behalf) may audit Licensee’s use of the Software for the purpose of verifying Licensee’s compliance with this Agreement. Such audits will be during normal business hours, after reasonable advance written notice, and limited to one audit per year.
Licensee may not permit third parties to benefit from the use or functionality of Cy-Napea that Aurora Consolidated licenses from third parties.
MISCELLANEOUS PROVISIONS
This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, USA, exclusive of its conflicts of laws provisions and without regard to the United Nations Convention on Contracts for the International Sale of Goods, and any suit under this Agreement shall exclusively be brought in a federal or state court in Massachusetts. The failure of Aurora Consolidated to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by Aurora Consolidated. If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, the remainder of this Agreement will continue in full force and effect. This Agreement, which incorporates the current and all future updates to the Aurora Consolidated Privacy Statement and the Aurora Consolidated Licensing Policy, each of which may be updated from time to time (see: https://cy-napea.com/en/privacy-policy), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. You may not assign or transfer any of your rights or obligations under this Agreement to a third party without the prior written consent of Aurora Consolidated. Aurora Consolidated may freely assign this Agreement. Any attempted assignment or transfer in violation of the foregoing will be void. Upon any termination of this EULA, Licensee will immediately cease use of the Software and remove all Software from its systems. The terms and conditions set forth in the Sections 2, 4, 5, 6, 8, 9, and 12 as well as those provisions that by their nature are intended to survive termination or expiration of this EULA, will so survive.
CONTACTING AURORA CONSOLIDATED
Users with questions about this Agreement or the Privacy Statement may contact Aurora Consolidated at: https://cy-napea.com/en/contact-us.
CHANGES TO THIS AGREEMENT
Aurora Consolidated may amend this Agreement including any referenced policies and other documents from time to time. If we make material changes to this Agreement, we will notify You by posting the change on our website or sending You an e-mail at your primary email address. Any changes to this Agreement will be effective immediately for new end users; otherwise for existing end users, the changes will be effective upon the earlier of thirty (30) calendar days following e-mail notice to You or thirty (30) calendar days following our posting of the notice on our website.
