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DRAGOS END USER TERMS & CONDITIONS

THE DRAGOS END USER TERMS & CONDITIONS (THE “AGREEMENT”) CONSTITUTES A BINDING AGREEMENT BETWEEN YOU AND DRAGOS, INC. (“DRAGOS”) GOVERNING YOUR USE OF AND ACCESS TO DRAGOS PRODUCTS AND SERVICES, INCLUDING BUT NOT LIMITED TO ANY DRAGOS SOFTWARE (“SOFTWARE”), AND INCORPORATES THE DRAGOS END USER LICENSE AGREEMENT (“EULA”) AND THE SERVICES TERMS AND CONDITIONS SET FORTH BELOW.  PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING, ORDERING OR USING ANY DRAGOS PRODUCTS OR SERVICES AS YOUR USE OF THE SAME IS SUBJECT TO, AND CONDITIONED UPON YOUR ACCEPTANCE OF, THE TERMS AND CONDITIONS OF THIS AGREEMENT.  BY CLICKING ON THE “I ACCEPT” BUTTON, PLACING AN ORDER, OR OTHERWISE ACCESSING OR USING DRAGOS PRODUCTS OR SERVICES, 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.

DRAGOS END USER LICENSE AGREEMENT

1. DELIVERY AND ACCEPTANCE.  The Software is deemed to be delivered and accepted by You on the date it is made available for download or installation.  You agree to be bound by the terms of this EULA from the acceptance date.  If You do not have the authority to accept this EULA or You do not agree with its terms, do not use the Software.  Disable and uninstall it and request a full refund within thirty (30) days of the date of Your initial purchase. Your right to return and refund applies only if You are the original end user licensee of the Software acquired from Dragos or a Dragos-authorized source.

2. LICENSE. Subject to your purchase of the Software from Dragos or a Dragos-authorized source and compliance with this EULA, Dragos hereby grants You a non-exclusive, non-transferable, non-sublicensable, revocable license for the Term to use the Software and Documentation for Your internal use.  

3. RESTRICTIONS.  Unless expressly permitted under applicable law, You may not: (i) rent, sell, lease, transfer, pledge, or assign Your rights under this EULA; (ii) modify, adapt, translate, publish, publicly display, or create derivative works; (iii) reverse-engineer, decompile, decrypt, disassemble, or attempt to derive the source code; (iv) make the functionality available to third parties, whether as an application service provider, or on an outsourcing, subscription, time-sharing, rental, service bureau, cloud service, managed or hosted service; (v) use the Software to assess or monitor the industrial control systems of a third party, or to provide services or process data for a third party; (vi) remove, modify, or conceal any product identification or proprietary notices, logos, or other marks; (vii) use the Software on equipment or in combination with other software not authorized by Dragos; or (viii) make more than one copy of the Software as required solely for backup purposes.

4. BETA AND TRIAL USE.   Beta or trial versions of Softwaremay contain bugs or errors and is provided “AS IS” with no warranty of any kind. If we provide Software to You for limited, temporary trial use, Your use is permitted for the period limited by the license key or by Dragos in writing. If there is no period identified, any trial use will expire thirty (30) days after the Software is made available to You. If You fail to cease use of the Software by the end of the trial period, You will be invoiced for the list price.

5. OWNERSHIP. Dragos and its licensors retain sole and exclusive ownership of all right, title and interest in and to the Software, the Documentation, the Aggregated Data and all associated intellectual property rights.  Dragos reserves all rights not expressly granted in this EULA.

6. UPDATES. Dragos may make updates or other changes to the Software or Documentation at any time without notice, but is not obligated to support, update, or provide training with respect to your use of the Software or Documentation.

7. LIMITED WARRANTY. Dragos warrants that, for a period of thirty (30) days from the effective date of the relevant order, the Software will materially conform to the applicable Documentation. The foregoing warranty does not apply if the Software, or any equipment authorized by Dragos for use with the Software: (i) has been modified, except by Dragos; (ii) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by Dragos; (iii) is licensed for beta or trial purposes; or (iv) has not been provided by Dragos or a Dragos-authorized source.  For any breach of this limited warranty, Your sole and exclusive remedy will, at Dragos’ option, be: (i) the replacement or correction of the defective Software; or (ii) the termination of any order for the defective Software and the refund of the license fee paid to Dragos for such Software.  EXCEPT AS PROVIDED ABOVE, THE SOFTWARE, DOCUMENTATION, ANY THIRD-PARTY PRODUCTS, AND ALL OTHER MATERIALS, SOFTWARE, DATA, AND/OR RELATED HARDWARE OR SERVICES THAT ARE OR MAY BE PROVIDED BY DRAGOS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS,” AND DRAGOS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, OPERABILITY, NON-INFRINGEMENT, NON-INTERFERENCE, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, MERCHANTABILITY, SYSTEM INTEGRATION, QUALITY OR WORKMANSHIP, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THE ABSENCE OF ANY DEFECTS THEREIN. DRAGOS MAKES NO WARRANTY, NOR MAY A WARRANTY BE IMPLIED, ON THE BASIS OF TRADE USAGE, COURSE OF DEALING, OR COURSE OF TRADE. DRAGOS DOES NOT WARRANT THAT THE SOFTWARE, DOCUMENTATION, THIRD-PARTY PRODUCTS OR ANY OTHER INFORMATION, MATERIALS, HARDWARE, OR SERVICES PROVIDED UNDER THIS EULA WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED.

8. DATA PRIVACY AND SECURITY.  To the extent that You, through or in connection with the use of the Software, collect, use, store, process, and disclose data from any other user or third party, You hereby warrant that You shall accurately and adequately, and in full compliance with applicable Privacy and Data Security Laws, obtain consent and disclose how You collect, use, store, process and disclose data including, where applicable, that third parties may store, use, and process data while providing products and services to You. Dragos will have no responsibility to review information that You post or liability as to the accuracy of any such content. You acknowledge that Dragos will be gathering, compiling and creating Aggregated Data based on Your data, provided that Aggregated Data does not identify You or Your confidential information. Dragos may use such information to the extent and in a manner consistent with applicable law or regulation and for any purpose including for purposes of data analysis, service and product enhancement, and marketing.

9. LIMITATION OF LIABILITY. IN NO EVENT WILL DRAGOS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES, INCLUDING ANY THIRD-PARTY CLAIMS RELATING TO ALLEGED VIOLATIONS OF PRIVACY AND DATA SECURITY LAWS, ARISING FROM ANY SOURCE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CUMULATIVE LIABILITY OF DRAGOS TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS EULA INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED U.S. $1000.00. THE LIMITATIONS IN THIS SECTION 9 ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS EULA HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

10. TERM; TERMINATION. The Term of this EULA begins on your acceptance of the Software under Section 1 and continues until terminated. Dragos may terminate this EULA and your license to the Software: (i) at any time if You violate any of the terms of this EULA; or (ii) on thirty (30) days’ prior notice. You may terminate your license under this EULA by ceasing use of the Software. Upon termination, You will immediately destroy the Software and Documentation, including all copies.

11. GOVERNING LAW; JURISDICTION. Except as expressly prohibited by applicable law, all disputes arising out of or related to this EULA, whether based on contract, tort, or any other legal or equitable theory, will in all respects be governed by, and construed and interpreted under, the laws of the United States of America and the State of Delaware, without reference to conflict of laws principles, and will be subject to the exclusive jurisdiction of the courts of the State of Delaware or of the Federal courts sitting in that State. You submit to the personal jurisdiction of those courts and waive all objections to that jurisdiction and venue for those disputes. The United Nations Convention on Contracts for the International Sale of Goods (1980) is specifically excluded from and will not apply to this EULA. You agree that Dragos will be entitled to injunctive relief, without the necessity of proving irreparable harm or posting a bond, from any court with jurisdiction (not only Delaware courts) if You breach this EULA and that injunctive relief is in addition to all remedies available to Dragos at law, in equity, and under this EULA.

12. AUDIT.  During the license term for the Software and for a period of three (3) years after its expiration or termination, You will take reasonable steps to maintain complete and accurate records of Your use of the Software sufficient to verify compliance with this EULA.  No more than once per twelve (12) month period, You will allow Dragos’ auditors the right to examine applicable books and records, systems, and accounts, upon reasonable advanced notice, during Your normal business hours. If the audit discloses underpayment of license fees, You will pay such fees plus the reasonable cost of the audit within thirty (30) days of receipt of written notice.

13. COMPLIANCE WITH LAWS. Each party agrees to comply with all U.S. federal, state, local and non-U.S. laws directly applicable to such party in the performance of this Agreement, including but not limited to, applicable export and import, anti-corruption and employment laws. Customer acknowledges and agrees Dragos products, including its Software, shall not be used, transferred, or otherwise exported or re-exported to regions that the United States and/or the European Union maintains an embargo or comprehensive sanctions (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity subject to individual prohibitions (e.g., parties listed 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”), without first obtaining all required authorizations from the U.S. government and any other applicable government. Customer represents and warrants that Customer is not located in, or is under the control of, or a national or resident of, an Embargoed Country or Designated National. Dragos represents and warrants that Dragos is not located in, or is under the control of, or a national or resident of, an Embargoed Country or Designated National.

14. SEVERABILITY. If a court holds that any provision or part of this EULA is invalid or unenforceable under applicable law, the court will modify the provision or part to the minimum extent necessary to make it valid and enforceable, or if it cannot be made valid and enforceable, the court will sever and delete the provision or part from this EULA. Any change to or deletion of a provision or part of this EULA will not affect the validity or enforceability of the remainder of this EULA, which will continue in full force and effect.

15. U.S. GOVERNMENT END USERS. Each of the components that constitute the Software and Documentation is a “commercial item” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Software with only those rights set forth herein.

16. NONWAIVER. A failure by Dragos to exercise any of Dragos’s rights or remedies under this EULA or otherwise by law will not be construed as a waiver of Dragos’s right to assert or rely upon any such provision, right, or remedy; rather the same will be and remain in full force and effect.

17. SURVIVAL.  Sections 5, 7, 9, 10, 11, 12, 17, and 18 shall survive the expiration or earlier termination of this EULA for any reason.

18. NOTICES.  You may send notices or questions regarding this EULA to Dragos at 1745 Suite R, Dorsey Road, Hanover, MD 21076 or legal@dragos.com.

19. DEFINITIONS. (i) “Aggregated Data” means technical, statistical or analytical data (including network information, and other similar information regarding potential threats and vulnerabilities) gathered or generated in connection with use of the Software or performance of the Services, which Dragos collects, gathers and aggregates periodically that does not include any personally identifiable information from a user; (ii) “Documentation” means the operating manuals, specifications, or other documentation related to use of the Software published by Dragos from time to time; (iii) “EULA” means this End User License Agreement; (iv) “Software” means Dragos’s proprietary data collection software, application software, and/or other software, including software used in the industrial control system cybersecurity product marketed as the Dragos Platform, and including updates and upgrades; (v) “Term” means as stated in Section 10; (vi) “You” means customer or client of Dragos or a Dragos-authorized source of Dragos products or services.

20. DRAGOS THREAT INTELLIGENCE / WORLDVIEW:   Dragos Threat Intelligence / WorldView is not covered by this EULA.  Dragos Threat Intelligence / WorldView is governed by and subject to the terms and conditions found at https://www.dragos.com/worldview-terms-of-service.

21. NEIGHBORHOOD KEEPER: Neighborhood Keeper is governed by and subject to the terms and conditions found at www.dragos.com/legal/neighborhood-keeper-terms.

DRAGOS SERVICES TERMS & CONDITIONS

1. LIMITED WARRANTY. Dragos warrants that the Services will substantially conform to the specifications set forth in any applicable statement of work or other written agreed-upon statement of service requirements (“SOW”) at the time of delivery to the Customer and that the Services will be performed in a professional and workmanlike manner consistent with industry standards.  This limited warranty will be valid for a period of thirty (30) days from the date of delivery. As Customer’s sole and exclusive remedy, Dragos will, at its sole option, promptly re-perform any Services that fail to meet this limited warranty or refund to Customer the fees paid for the non-conforming Services.

2. CUSTOMER WARRANTY.  Customer warrants that it will comply with all applicable laws and regulations (including, but not limited to, privacy laws and regulations) relating to the collection, use, processing, security, and transfer of data, information, or materials that it provides to Dragos, including any data that alone or in combination can be used to identify an individual.

3. DISCLAIMER.  DRAGOS DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR ANY TRADE USAGE OR DEALING.  ALL TECHNICAL ADVICE AND SERVICES PROVIDED BY DRAGOS AND ITS AFFILIATES ARE PROVIDED “AS IS” AND ARE ACCEPTED BY CUSTOMER AT ITS OWN RISK, AND DRAGOS SHALL HAVE NO LIABILITY FOR RESULTS OBTAINED OR DAMAGES INCURRED FROM THEIR USE.

4. LIMITATION OF LIABILITY. IN NO EVENT SHALL DRAGOS BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING (WITHOUT LIMITATION) LOST PROFITS, LOSS OF PRODUCTION, LOSS OF DATA, BUSINESS INTERRUPTION OR GOODWILL. DRAGOS’S TOTAL LIABILITY TO CUSTOMER FOR ALL CLAIMS ARISING FROM OR RELATING TO AN SOW SHALL BE LIMITED TO THE LESSER OF: (A)  THE AMOUNT PAID BY CUSTOMER TO DRAGOS FOR THE SPECIFIC SERVICES GIVING RISE TO A CLAIM, OR (B) TEN THOUSAND DOLLARS ($10,000).  THE FOREGOING LIMITATION SHALL APPLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO ALL CAUSES OF ACTION AND CLAIMS INCLUDING (WITHOUT LIMITATION) BREACH OF CONTRACT, WARRANTY, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY AND OTHER TORTS.

5. EXCUSE OF PERFORMANCE. Any delay in or failure of performance by Dragos shall not be deemed a breach by Dragos if and to the extent such performance is prevented or delayed due to events beyond the Dragos’s reasonable control, including (without limitation) compliance with law or government authority, pandemic, military action, terrorism, riots, civil disorders, fires, severe weather conditions, accidents, or labor strikes. 

6. COMPLIANCE WITH LAWS. Each party agrees to comply with all U.S. federal, state, local and non-U.S. laws directly applicable to such party in the performance of this Agreement, including but not limited to, applicable export and import, anti-corruption and employment laws. Customer acknowledges and agrees Services shall not be offered, performed used, transferred, or otherwise exported or re-exported to regions that the United States and/or the European Union maintains an embargo or comprehensive sanctions (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity subject to individual prohibitions (e.g., parties listed 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”), without first obtaining all required authorizations from the U.S. government and any other applicable government. Customer represents and warrants that Customer is not located in, or is under the control of, or a national or resident of, an Embargoed Country or Designated National. Dragos represents and warrants that Dragos is not located in, or is under the control of, or a national or resident of, an Embargoed Country or Designated National.

7. OWNERSHIP. As between Dragos and Customer, Dragos solely owns and retains all right, title and interest in and to “Dragos Technology” meaning (i) Dragos’s proprietary data collection software, application software, and/or other software; (ii) Dragos’s know-how, proprietary tools and data, trade secrets and other technologies made available via Services or otherwise used by or on behalf of Dragos to provide the Services; (iii) Dragos products (including the Dragos Platform, Dragos Threat Intelligence or WorldView, Neighborhood Watch, and Neighborhood Keeper, and any successors thereof); (iv) all improvements, modifications and derivative works of any of the foregoing; and (v) all intellectual property rights in the foregoing (including, but not limited to, patents, copyrights, trade secrets, and trademarks and associated applications).  Customer acknowledges that it neither owns nor acquires any rights in any of the foregoing.   Dragos reserves all rights not expressly granted under these Terms. 

8. CONFIDENTIALITY. Information that Dragos discloses to Customer during the Term that is marked “confidential” or with words of similar import, or, given the circumstances of disclosure or the nature of the information, reasonably should be considered to be confidential, will be “Confidential Information.” For clarity, the Dragos Technology will be deemed the Confidential Information of Dragos. Customer will maintain Confidential Information in strict confidence, and will not use Confidential Information except as necessary to enable Dragos to perform the Services. Customer will not disclose or cause to be disclosed any Confidential Information, except (i) to those Affiliates, employees, representatives, or contractors of Customer who have a bona fide need to know such Confidential Information for purposes of receiving the Services and who are bound by written agreements with restrictions at least as protective as those set forth in this provision; or (ii) as such disclosure may be required by order of a court, administrative agency or other governmental body, subject to Customer providing to Dragos prompt written notice to allow Dragos to seek a protective order or to contest the disclosure.  These Terms do not prohibit or limit Customer’s use of information (i) rightfully known to it prior to receiving it from Dragos; (ii) independently developed by or for it without use of or access to Confidential Information; (iii) permissibly acquired by it from a third party which is not under an obligation of confidence with respect to such information; or (iv) which is or becomes publicly available through no breach of this provision. Customer shall maintain the confidentiality of Confidential Information received hereunder for period of five (5) years after the completion of Services.  Upon request, Customer shall promptly return all Confidential Information received from Dragos, destroy any and all copies, and provide written confirmation certifying such destruction.

9 . DISPUTE RESOLUTION AND GOVERNING LAW. The parties will endeavor to timely resolve any controversy or dispute arising out of, the provision of Services to Customer through good-faith consultation between the executive management of each of the parties. These Terms shall be governed by the laws of the State of  Delaware, USA, without regard to its conflict of laws principles. The UN Convention on Contracts for the International Sale of Goods, or any subsequently enacted treaty or convention, shall not apply to these Terms.

10. MISCELLANEOUS. These Terms shall be binding on and inure to the benefit of the respective successors and permitted assigns of the parties; provided, however, that Customer shall not assign its rights or delegate the performance of its obligations under these Terms without Dragos’s prior written consent. No waiver of any provisions hereof by either party will be valid unless the same is in writing and signed by an authorized representative of such party. The invalidity or unenforceability of any provision of these Terms shall not affect the validity or enforceability of its other provisions. No course of dealing, course of performance, or usage of trade shall be considered in the interpretation or enforcement of these Terms.  These Terms shall survive the expiration or termination of the SOW governed by these Terms for any reason. These Terms shall govern and shall supersede all prior agreements, proposals and discussions between the parties with respect to the subject matter hereof.

11. TERMINATION.  In the event of termination of a SOW at the request of Customer prior to completion of the Services, Customer shall pay Dragos for all work performed through the date of termination without regard to whether a deliverable is complete.  Each SOW executed by Dragos and Customer shall remain in effect until the completion by Dragos of such Services and payment in full by Customer for such Services.