This OPSWAT Central Management End User License Agreement ("EULA”), version 14 March 2019 , is a legal and enforceable agreement between you, a natural person or legal entity, acting by and through, its officers, employees, and third party consultants (“You”), and OPSWAT, Inc. (“OPSWAT”) OPSWAT Central Management software provided by OPSWAT and its suppliers, together with associated media, printed materials and "online" or electronic documentation.
By installing, copying, or otherwise using OPSWAT Central Management, You agree to be bound by the EULA. If You do not agree to the EULA, do not install or otherwise use OPSWAT Central Management.
All rights, title, and interest in, and to, the OPSWAT Central Management are the exclusive property of OPSWAT or OPSWAT suppliers (excluding third party brand names the Server identifies), and is protected by copyright, trademark, patent, and other intellectual property laws and treaties. Nothing in this EULA should be construed as conferring to You, by implication or otherwise, any additional rights to the property of OPSWAT or OPSWAT suppliers beyond the express, limited rights specified in this EULA.
OPSWAT Central Management is licensed, not sold. You have certain rights to use OPSWAT Central Management after Your acceptance of this EULA. This EULA governs any releases, revisions, or enhancements to OPSWAT Central Management that OPSWAT makes available to You.
You can stop using OPSWAT Central Management at any time by following standard removal instructions of operating systems which support installation or otherwise running of OPSWAT Central Management.
OPSWAT grants to You a nonexclusive, nontransferable, revocable and limited license to access and use the OPSWAT Central Management for Your internal use.
You may not:
Reverse-engineer, decompile, disassemble, modify, translate, or make any attempt to discover the source code of OPSWAT Central Management or create derivative works from OPSWAT Central Management.
Use the OPSWAT Central Management in any manner not authorized by this EULA;
OPSWAT reserves all rights not expressly granted to You. Without prejudice to any other rights, OPSWAT may terminate this EULA if You fail to comply with the EULA terms and conditions.
OPSWAT warrants that it owns or has obtained all necessary rights from its suppliers to OPSWAT Central Management and its components.
Disclaimer of Warranties
To the maximum extent permitted by applicable law, OPSWAT and its suppliers expressly disclaim any warranty for OPSWAT Central Management. OPSWAT Central Management and any related documentation are provided "as is" without warranty of any kind, either express or implied, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose. The entire risk arising out of use or performance of the OPSWAT Central Management remains with You.
Notwithstanding the above Disclaimer of Warranties, We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging OPSWAT Central Management infringes or misappropriates such third party’s United States patent (a “Claim”), and will indemnify You from damages, attorney fees, and litigation costs finally awarded against You by a court of competent jurisdiction as a result of, or for amounts paid by You under a Claim settlement approved by Us in writing. If We receive information about an infringement or misappropriation claim related to OPSWAT Central Management, We may in Our discretion and at no cost to You (i) modify OPSWAT Central Management so it is no longer claimed to infringe or misappropriate, (ii) obtain a license for Your continued use of OPSWAT Central Management in accordance with the Terms, or (iii) terminate Your subscription for OPSWAT Central Management upon 30 days’ written notice and refund You prepaid fees covering the remainder of the term for any terminated OPSWAT Central Management subscription(s). Notwithstanding the foregoing, We shall have no indemnification obligations with respect to any action arising out of OPSWAT Central Management or any part thereof, in combination with software or other products not supplied by Us or the use OPSWAT Central Management other than in accordance with these Terms. Our indemnification obligations shall be subject you (i) notifying Us within ten (10) days of receiving notice of any threat or claim in writing of such action; (ii) giving Us exclusive control and authority over the defense or settlement of such action; (iii) not entering into any settlement or compromise of any such action without Our prior written consent; and (iv) providing reasonable assistance requested by Us.
Disclaimer and Limitation of Damages
IN NO EVENT WILL A PARTY BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, STATUTORY, PUNITIVE, INDIRECT OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS AND LOST SAVINGS, HOWEVER CAUSED, WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE, EVEN IF A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S TOTAL LIABILITY TO THE OTHER PARTY ARISING FROM OR IN RELATION TO THE EULA, WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE SHALL BE LIMITED TO THE TOTAL AMOUNTS PAID BY YOU TO OPSWAT TO LICENSE THE CLIENT, UPON WHICH THE DAMAGES WERE BASED, DURING THE TWELVE (12) MONTH PERIOD PRIOR TO ACCRUAL OF THE CAUSE OF ACTION. IN NO EVENT WILL A PARTY BE LIABLE FOR COSTS TO PROCURE SUBSTITUTE GOODS. THIS SECTION SURVIVES TERMINATION. THE FOREGOING DISCLAIMERS AND LIMITATIONS APPLY REGARDLESS OF WHETHER YOU ACCEPT THE CLIENT EULA, OPSWAT SERVER PRODUCT EULA, OR OPSWAT HOSTED SERVICE TERMS OF SERVICE.
U.S. Government Restricted Rights
OPSWAT Central Management, consistent with FAR 12.211 and 12.212 (and the successor to such Sections, if any), shall be deemed commercial computer software. Manufacturer is OPSWAT, Inc. 398 Kansas Street, San Francisco, CA 94103, United States of America.
This EULA shall not be construed by OPSWAT or any third party to assert any obligation upon the Government of the United States to indemnify the OPSWAT or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341).
In the event You export OPSWAT Central Management from the country in which You first received it, You shall comply with all applicable import, export and re-export laws, including but not limited to, regulations of the Office of Export Administration of the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of the European Union.
You agree that OPSWAT Central Management shall not be used, and none of the underlying information, software, or technology be transferred or otherwise exported or re-exported to countries as to which the United States and/or the European Union maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using OPSWAT Central Management, You represent and warrant that You are not located in, or are under the control of, or a national or resident of, an Embargoed Country or Designated National.
OPSWAT makes no representation the OPSWAT Central Management is appropriate or available for use in locations outside the United States.
You agree to indemnify and hold OPSWAT harmless from and against claims, losses, costs, or liability, arising in connection with Your breach of this Section.
This EULA and OPSWAT order confirmation, if any, OPSWAT delivers to You constitute the entire agreement between You and OPSWAT and (a) supersedes all prior or contemporaneous communications, both written and oral; and (b) prevails over conflicting or additional terms of any quote, order, acknowledgment, or similar communications between the parties.
This EULA terminates upon Your breach of any term contained in the EULA and You shall cease use of and destroy all copies of OPSWAT Central Management. The disclaimers of warranties and damages and limitations on liability shall survive termination.
This EULA may only be modified by language in an OPSWAT order confirmation that accompanies this EULA or by a written document signed by You and OPSWAT.
Should You have questions concerning this EULA, or if desire to contact OPSWAT, write to OPSWAT Customer Service, P.O. Box 77878, San Francisco, CA 94107-7878.
If any provision of this Agreement is found unlawful, void or unenforceable, then that provision shall be severed from this EULA and will not affect the validity and enforceability of any of the remaining provisions.
Failure to enforce a right or provision of the EULA will not be deemed a waiver of such right or provision.
The EULA is governed by and construed according to the laws of the State of California, excluding California’s choice of law principles. In the event of a dispute or claim arising out of the EULA, the parties submit to exclusive venue in, and the exclusive jurisdiction of, the federal and state courts, as applicable, located in San Francisco, California (except that a party may enforce a judgment in any court of competent jurisdiction).
Attribution and Additional Rights
The Client You licensed may include files or data from OPSWAT’s suppliers which grant You additional rights specific to the files these suppliers provide OPSWAT, when used separately from the Client. Attribution of such suppliers and material terms of additional rights available to You may be found at 3rd Party EULA.
OPSWAT, the OPSWAT logo, MetaAccess, MetaDefender, MetaDefender Vault, Metascan, Trust No Device and Trust No File are trademarks or registered trademarks of OPSWAT, Inc. Trademarks not owned by OPSWAT are owned by their respective owners.
(C) 2002-2019 OPSWAT, Inc. All rights reserved.