End User License Agreement
This End User License Agreement (the “Agreement”) constitutes a binding agreement between you and Tego Cyber Inc. (“Tego Cyber”) governing your use and access of the Tego Cyber proprietary intelligence platform and associated content, communications, information and services, accessible through or in connection with such platform, including the Tego Cyber Threat Intelligence Platform and app, also known as Tego Guardian (collectively the “Platform”). Please read the following terms and conditions carefully before accessing or using any aspect of the Tego Cyber Threat Intelligence Platform. Your use of the Tego Cyber Threat Intelligence Platform is subject to, and conditioned upon your acceptance of, the terms and conditions of this Agreement. By clicking on the “I accept” button or otherwise accessing or using the Tego Cyber Threat Intelligence Platform or any aspect thereof, you are agreeing to be legally bound by all the terms and conditions of this Agreement. If you are acting on behalf of or at the request of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement and, in such event, “you” and “your” will refer to that company or other legal entity.
1.ACCEPTANCE OF END USER LICENSE AGREEMENT
1.1. ACCEPTANCE Tego Cyber provides the Platform to you solely on the terms and conditions set forth in this EULA and on the condition that you accept and comply with them. By clicking the “accept” button you (a) accept this EULA and agree that you are legally bound by its terms; and (b) represent and warrant that: (i) you are of legal age to enter into a binding agreement; and (ii) if you use the Platform on behalf of an entity, you represent and warrant that you have the authority to bind that entity, your acceptance of this EULA will be deemed an acceptance by that entity, and “you” and “your” will refer to that entity. If you do not agree to this EULA, Tego Cyber will not and does not license the Platform to you and you must not use the Platform.
1.2. SELECT DEFINITIONS
1.2.1.“Authorized User” means Customer’s employees, consultants, contractors, and agents (1) who are authorized by Customer to access and use the Platform under the rights granted to Customer pursuant to this EULA and (2) for whom access to the Platform has been purchased hereunder.
1.2.2.“Customer Data” means, other than Usage Data, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User pursuant to this EULA.
1.2.3.“Documentation” means Tego Cyber license keys, API keys, user manuals, handbooks, and guides relating to the Platform
1.2.4.“EULA” means this End User License Agreement, which includes your Quotation for a subscription to the Platform, if applicable.
1.2.5.“Tego Cyber API” means an application programming interface (API) and associated tools, access keys, and documentation providing access to Tego CyberData.
1.2.6.“Tego Cyber Data” means the threat intelligence data in Tego Cyber’s proprietary database provided by Tego Cyber through the Platform.
1.2.7.“Platform” means the threat intelligence platform made available by Tego Cyber that includes: (1) the Tego Cyber app or API; (2) Documentation; (3) Tego Cyber Data; and (4) all intellectual property provided to you in connection with the foregoing. The Platform does not include Customer Data or Usage Data.
1.2.8.“Quotation” has the meaning set forth in Section 2.3
1.2.9.“Subscription Fee” has the meaning set out in Section 4.
1.2.10.“Usage Data” means data and information related to Customer’s use of the Platform, including data that is derived from Customer Data input into the Platform.
2. SUBSCRIPTION, ACCOUNT REGISTRATION, AND SECURITY
2.1 REGISTRATION In order to establish access to the Platform, you will be asked to provide certain registration details, such as company name, contact name, email address, phone number, and potentially other information. You agree that all information you provide to create an account with Tego Cyber will be correct, current, and complete. Our collection and use of this information is governed by our Privacy Policy at https://tegocyber.com/legal/privacy-policy. Upon your acceptance of this EULA and completion of the registration process, Tego Cyber will provide you with a license key to access the Platform. You are responsible for ensuring that all persons who access the Platform (whether Authorized Users or not) through your license key are aware of this EULA and comply with them.
2.2 TRIAL AND OTHER NON-PAID OFFERINGS When registration is complete, you may have access to a subset of features of the Platform that do not require a paid subscription. Tego Cyber reserves the right to change, revoke, limit, restrict or expand access to features for these non-paid offerings. At the conclusion of your access to the non-paid access to the Platform, you may choose to purchase a subscription as described in Section 2.3.
2.3 SUBSCRIPTION Potential Customers interested in subscribing to the Platform may contact Tego Cyber by email at sales@tegocyber.com to request a custom quotation for a subscription to the Platform (a Quotation). Upon receipt of a request, Tego Cyber will work with the potential Customer to ascertain any additional details necessary to provide a Quotation. Tego Cyber will submit to potential Customers by email a Quotation containing the proposed duration of the subscription, amount of the Subscription Fee, payment terms, renewal terms, scope of access to the Platform, and any additional terms relevant to the subscription. To accept the Quotation, sign and return the Quotation to sales@tegocyber.com. The Quotation is incorporated by reference and made a part of this EULA. In the event of any discrepancy between the terms of this EULA and a Customer’s accepted Quotation, the terms of the Quotation control. For Customers who purchase a subscription through resale by a Tego Cyber partner, the material terms of the subscription(duration, Fee, payment terms, renewal terms, scope of access) are governed by the agreement between the Customer and the Tego Cyber partner.
2.4 SECURITY You must treat any license key, username, password, or other security-related information as confidential, and you must not disclose it to any other person or entity. Your account is personal to you and you agree not to provide anyone other than your Authorized Users with access to it or your security-related information. You agree to notify us immediately of any unauthorized access to or use of your license key, account, security-related information, or any other breach of security.
2.5 AUDIT You agree that Tego Cyber or its designee shall have the right to periodically conduct audits of your use of the Platform for the purpose of verifying that you are in compliance with your obligations under this Agreement and have paid all applicable subscription fees. Tego Cyber may request that you complete a self-audit questionnaire in a form provided by Tego Cyber. If an audit or such questionnaire reveals unlicensed use of the Platform, you agree to promptly order and pay for subscription fees to permit all usage disclosed.
3.GRANT OF RIGHTS
3.1 PLATFORM LICENSE Subject to your complete compliance with this EULA including full payment of all applicable Subscription Fees, Tego Cyber hereby grants you a non-exclusive, non-transferable right to access and use the Platform during the term stated in your Quotation. Such use is limited to your internal business purposes or noncommercial purposes such as academic research, if applicable.
3.2 USE RESTRICTIONS You shall not use the Platform for any purposes beyond the scope of the access granted in this EULA. You shall not at any time, directly or indirectly, and shall not permit any person or entity to:
(i) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform;
(ii) copy, modify, or create derivative works of the Platform, in whole or in part;
(iii) modify, alter, distort, delete, or change Platform in any way that would materially affect the integrity of Platform;
(iv) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Platform, the source of Tego Cyber Data, or methods used to compile Tego Cyber Data, in whole or in part;
(v) remove any proprietary notices from the Platform; or
(vi) use the Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
3.3 SUSPENSION OF SERVICE Notwithstanding anything to the contrary in this EULA, Tego Cyber may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Tego Cyber Data if Tego Cyber reasonably determines that:
(i) Customer violates any of the restrictions in Section 2.1;
(ii) Customer’s use of the Platform exceeds the scope of access setforth in Customer’s Quotation or constitutes abusive usage;
(iii) there is a threat or attack on any of the Platform;
(iv) Customer’s or any Authorized User’s use of the Platform disruptsor poses a security risk to the Platform or to any other customer or vendor ofTego Cyber;(v) Customer, or any Authorized User, is using the Platform for fraudulent or illegal activities;
(vi) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or
(vii) Tego Cyber’s provision of the Tego Cyber Data to Customer or any Authorized User is prohibited by applicable law.
3.4 RESPONSIBILITY FOR USE OF PLATFORM You are responsible and liable for all uses of the Platform through access thereto provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this EULA. Tego Cyber will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a service suspension described above.
4.FEES, RENEWAL, AND CANCELLATION
4.1 SUBSCRIPTION FEE By accepting the Quotation for your subscription (as described in Section 2.1),you authorize Tego Cyber to charge you the fee for the term set out in your Quotation (“Subscription Fee”). Unless stated otherwise in the Quotation, you shall pay the initial Subscription Fee within thirty (30) days of acceptance of the Quotation. Tego Cyber accepts payment in the form of check, ACH, wire transfer, and via credit card through Intuit Inc. Quickbooks (“Quickbooks”). If you make payment through Quickbooks, you agree to comply with any relevant terms of service from Intuit Inc. concerning payment processing.
4.2 RENEWAL Your subscription will terminate on the date indicated in your Quotation unless extended by written agreement of the parties in writing prior to such date. Unless otherwise agreed in writing by you and Tego Cyber, any renewal of your subscription will be on the same terms and conditions contained in your Quotation.
4.3 CANCELLATION BY TEGO CYBER Tego Cyber may terminate your subscription if you: (A) fail to pay any amount when due and such failure continues more than ten (10) days after Tego Cyber delivers to you written notice of such failure; or (B) breach any of your obligations under Section 3.3 and such breach continues more than ten (10) days after Tego Cyber delivers to you written notice of such breach.
4.4 CANCELLATION BY EITHER PARTY Either party may terminate your subscription, effective on written notice to the other party, if the other party materially breaches this EULA, and such breach: (A)is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach.
4.5 EFFECT OF CANCELLATION No expiration or termination will affect your obligation to pay all Subscription Fees that may have become due before such expiration or termination or entitle you to any refund.
5.INTELLECTUAL PROPERTY
5.1 PLATFORM You acknowledge and agree that the Platform is provided under license, and not sold, to you. You do not acquire any ownership interest in the Platform by virtue of your subscription, or any other rights thereto, other than to use the Platform in accordance with the limited grant of access contained in Section3.1 and subject to all terms, conditions, and restrictions under this EULA. You further acknowledge that:
(1) the Tego Cyber Data is an original compilation protected by United States copyright laws;
(2) Tego Cyber has dedicated substantial resources to collect, manage, and compile the Tego Cyber Data; and
(3) the Tego Cyber Data constitutes trade secrets of Tego Cyber. Tego Cyber reserves and retains its entire right, title, and interest in and to the Platform, including intellectual property rights, except as expressly granted to you in this EULA. You shall use commercially reasonable efforts to safeguard the Platform from infringement, misappropriation, theft, misuse, or unauthorized access. You shall promptly notify Tego Cyber if you become aware of any infringement of the Platform and fully cooperate with Tego Cyber, at Tego Cyber’s expense, in any legal action taken by Tego Cyber to enforce its intellectual property rights.
5.2 TEGO CYBER MARKS The Tego Cyber name, the Tego Cyber logo, and all related names, logos, product and service names, designs and slogans are trademarks of Tego Cyber or its affiliates or licensors. You must not use such marks without the prior written permission of Tego Cyber, which consent will not be unreasonably withheld. All other names, logos, product and service names, designs and slogans are the trademarks of their respective owners.
5.3 USAGE DATA Tego Cyber may monitor Customer’s use of the Platform and collect and compile Usage Data. As between Tego Cyber and Customer, all right, title, and interest in Usage Data, and all intellectual property rights therein, belong to and are retained solely by Tego Cyber. Customer acknowledges and agrees that Tego Cyber may compile Usage Data derived from Customer Data input into the Platform. Usage Data shall be used by Tego Cyber in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Platform. You agree that Tego Cyber may
(1) use such information and data to improve and enhance the Platform and for other development, diagnostic and corrective purposes in connection with the Platform and other Tego Cyber offerings, and
(2) disclose Usage Data as permitted by applicable law solely in aggregate or other anonymized form.
5.4 FEEDBACK If you or any of your Authorized Users sends or transmits any communications or materials to Tego Cyber suggesting or recommending changes to the Platform, or any comments, questions, suggestions, or the like (“Feedback”), Tego Cyber is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback.
6. WARRANTY DISCLAIMER THE PLATFORM IS PROVIDED “AS IS” AND TEGO CYBER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TEGO CYBER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
7. INDEMNIFICATION
7.1 Tego Cyber shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) incurred by Customer resulting from any third-party claim, suit, action, or proceeding that the Platform, or any use of the Platform in accordance with this EULA, infringes or misappropriates such third party’s US intellectual property rights, provided that you promptly notify Tego Cyber in writing of the claim, cooperates with Tego Cyber, and allows Tego Cyber sole authority to control the defense and settlement of such claim. If such a claim is made or appears possible, Customer agrees to permit Tego Cyber, at Tego Cyber’s sole discretion, to
(1) modify or replace the Platform, or component or part thereof, to make it non-infringing, or
(2) obtain the right for Customer to continue use the Platform. If Tego Cyber determines that neither alternative is reasonably available, Tego Cyber may terminate the Platform, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. This Section 7 will not apply to the extent that the alleged infringement arises from:
(A) use of the Platform in combination with data, software, hardware, equipment, or technology not provided by Tego Cyber or authorized by Tego Cyber in writing or
(B) modifications to the Platform not made by Tego Cyber.
7.2 Customer agrees to defend, indemnify and hold harmless Tego Cyber, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to Customer’s violation of this EULA.
8.LIMITATION OF LIABILITY
8.1 EXCLUSION OF DAMAGES In no event will Tego Cyber be liable under or in connection with this EULA under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise, for any: (1) consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages; (2)increased costs, diminution in value or lost business, production, revenues, or profits; (3) loss of goodwill or reputation; (4) use, inability to use, loss, interruption, delay or recovery of any data, or breach of data or system security; or (5) cost of replacement goods or services, in each case regardless of whether such party was advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable.
8.2 CAP ON MONETARY LIABILITY In no event will Tego Cyber’s aggregate liability arising out of or related to this EULA under any legal or equitable theory, including breach of contract, tort(including negligence), strict liability, and otherwise exceed the total amounts paid to Tego Cyber under this EULA in the twelve (12) month period preceding the event giving rise to the claim. The exclusions and limitations in this Section 8 do not apply to claims pursuant to Sections 7 or liability for Tego Cyber’s gross negligence or willful misconduct.
9.MISCELLANEOUS
9.1 PRIVACY POLICY All personal information Tego Cyber collects is subject to our Privacy Policy https://tegocyber.com/legal/privacy-policy. By using the Platform, you consent to all actions taken by us with respect to your information in compliance with our Privacy Policy.
9.2 Tego Cyber may revise and update this EULA from time to time in our sole discretion. We will notify Customers of any changes to this EULA at least ten (10) days prior to such change taking effect, but it is a good idea for you to periodically review the most recent version. All changes are effective upon the date indicated in the notice, except that any changes which impact the terms contained in your Quotation (if applicable) will not take effect until your subscription renews, unless you and Tego Cyber agree otherwise in writing. Your continued use of the Platform following the 10-day notice period means that you accept and agree to the changes.
9.3 GOVERNING LAW AND JURISDICTION All matters relating to your subscription, the Platform, and this EULA and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), are governed by and construed in accordance with the laws of the state of Nevada without giving effect to any choice or conflict of law provision or rule (whether of the state of Nevada or any other jurisdiction).
9.4 WAIVER AND SEVERABILITY No waiver by Tego Cyber of any term or condition set forth in this EULA will be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Tego Cyber to assert a right or provision under this EULA will not constitute a waiver of such right or provision. If any provision of this EULA is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the EULA will continue in full force and effect.
9.5 CONTACT US All feedback, comments, requests for technical support and other communications relating to your subscription or the Platform should be directed to: support@tegocyber.com.
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