WorldView End User License Agreement (EULA)
Last Updated: February 28, 2020
This End User License Agreement (the “Agreement”) constitutes a binding agreement between you and Dragos, Inc. (“Dragos”) governing your use and access of the Dragos proprietary intelligence portal and associated content, communications, information and services, accessible through or in connection with such portal (collectively the “Dragos Customer Portal”). Please read the following terms and conditions carefully before accessing or using any aspect of the Dragos Customer Portal. Your use of the Dragos Customer Portal 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 Dragos Customer Portal 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. Other Agreements
You acknowledge and agree that your ability to access and use certain elements of, and services available through, the Dragos Customer Portal (such elements and services, “Additional Services”) may be conditioned on your execution of other written agreements with Dragos (“Other Agreements”). Solely as it relates to such Additional Services, in the event of any conflict or inconsistency between the terms of the Agreement and the applicable Other Agreement covering such Additional Services, the terms of such Other Agreement will control so long as such Other Agreement was signed in writing by you and Dragos. For the avoidance of doubt, any terms or conditions appended to or incorporated by reference into any purchase order will not constitute an Other Agreement and are hereby expressly rejected unless such terms or conditions have been explicitly and specifically accepted in writing by Dragos (which acceptance must be separate and distinct from Dragos’s acceptance of the applicable underlying purchase order).
2. Grant of License
Subject to your compliance with the terms and conditions of this Agreement, Dragos grants you a nonexclusive right to access and use the portions of the Dragos Customer Portal that Dragos makes available to you solely for the benefit of your internal use in monitoring and assessing your internal control systems. For clarity, the foregoing license will not apply or include a license to any Additional Services covered under any Other Agreements.
Except as expressly authorized under this Agreement , you will not (and will not allow any other person or entity to): (a) copy, modify, display, distribute, transfer, resell, rent or sublicense the Dragos Customer Portal or otherwise make the functionality of the Dragos Customer Portal available to any third party through any means; (b) interfere with, bypass or disable any features or functionality that are embedded in or included with the Dragos Customer Portal; (c) access or use the Dragos Customer Portal in any unlawful manner, for any unlawful purpose or in any manner inconsistent with this Agreement; (d) disassemble, decompile or reverse engineer the Dragos Customer Portal; (e) use any scraping, data harvesting, web crawlers, or other data extraction methods to extract data from the Dragos Customer Portal; (f) access, tamper with, or use non-public areas of the Dragos Customer Portal, Dragos’s computer systems, or the technical delivery systems of Drago’s providers; (g) attempt to probe, scan or test the vulnerability of any Dragos system or network or breach any security or authentication measures; and (h) avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Dragos or any of Dragos’s providers to protect the Dragos Customer Portal.
You acknowledge that, as between Dragos and you, Dragos owns all worldwide right, title and interest in and to the Dragos Customer Portal including all modifications and derivative works thereof and all intellectual property rights therein. Dragos hereby reserves all rights not expressly granted hereunder. If you provide Dragos with comments, suggestions or feedback regarding the Dragos Customer Portal you agree that Dragos will be free to use, disclose, reproduce, license or otherwise exploit such comments, suggestions or feedback as it sees fit, without obligation or restriction of any kind.
5. Term and Termination
You may terminate this Agreement at any time by ceasing your use of the Dragos Customer Portal. Dragos may immediately terminate this Agreement at any time and without notice if you breach any term or condition of this Agreement. Dragos may also terminate this Agreement for any reason upon thirty (30) days’ notice. Dragos will not be liable for any costs, expenses or damages you incur as a result of its termination of this Agreement. Upon any termination of this Agreement you will immediately cease all access to and use of the Dragos Customer Portal, and promptly destroy any software components and documentation associated with the Dragos Customer Portal in your possession or control.
6. Subscription Fees
The Dragos Customer Portal is made available to you under a subscription model where any applicable fees will be set forth in the Other Agreements (if applicable), or otherwise communicated to you when you subscribe to, or renew or modify your subscription to, the Dragos Customer Portal. You will be responsible for paying all such fees to Dragos in accordance with the billing and payment terms presented to you when you subscribe to, or renew or modify your subscription to, the Dragos Customer Portal.
7. Updates and Revisions
Dragos may update or revise the Dragos Customer Portal from time to time and such updates and revisions may adversely affect the manner in which you access or communicate with the Dragos Customer Portal. Dragos will use commercially reasonable efforts to provide thirty (30) days’ advance notice of any updates or revisions to the Dragos Customer Portal that are not backward compatible or significantly change its functionality by posting such notice on the Dragos web site, unless circumstances require Dragos to make an immediate change, in which case Dragos will attempt to provide you with as much advance notice as reasonably practicable.
8. Changes to Terms
Because the Dragos Customer Portal and our associated business is evolving over time, we may make updates to the Agreement at any time, in our sole discretion. If we do so, we will let you know by either posting an updated Agreement on the Dragos Customer Portal or our website, or through other communications. If we make a material change to the Agreement, we will provide you with reasonable advance notice of such change either through the Dragos Customer Portal or by email. It is important that you review the terms of the Agreement whenever we update them. If you or continue to use the Dragos Customer Portal after we have posted an updated Agreement, you are agreeing to be bound by the updated Agreement. If you do not agree to be bound by the updated Agreement, then you may not use the Dragos Customer Portal anymore. Nothing in this Section, however, will operate to modify any existing Other Agreements that you have in place with us.
9. No Warranty
THE DRAGOS CUSTOMER PORTAL IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. DRAGOS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION WHETHER ORAL OR WRITTEN, OBTAINED FROM DRAGOS OR ELSEWHERE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, DRAGOS DOES NOT PROVIDE WARRANTIES WITH RESPECT TO WHETHER THE INFORMATION AND CONTENT AVAILABLE THROUGH THE DRAGOS CUSTOMER PORTAL WILL BE SUITABLE FOR YOUR NEEDS, COMPREHENSIVE OR ERROR FREE. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER YOUR EXERCISE OF THE RIGHTS GRANTED TO YOU UNDER THIS AGREEMENT COMPLIES WITH THE APPLICABLE LAWS, REGULATIONS, RULES AND ORDERS OF ANY GOVERNMENTAL OR OTHER REGULATORY BODY (“APPLICABLE LAW”).
10. Limitation of Liability
IN NO EVENT WILL DRAGOS BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE DRAGOS CUSTOMER PORTAL, WHETHER SUCH LIABILITY ARISES FROM A CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT DRAGOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. DRAGOS’S TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO AND WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00) OR THE AMOUNTS YOU PAID TO DRAGOS FOR USE OF THE DRAGOS CUSTOMER PORTAL IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY (EXCLUDING AMOUNTS PAID UNDER ANY OTHER AGREEMENTS), WHICHEVER IS GREATER. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
You will defend, indemnify, and hold Dragos harmless from and against any liabilities, losses, damages, judgments, fines, penalties, costs and expenses (including reasonable attorneys’ fees and court costs), as incurred, arising out of or in any way connected to: (i) your access to and use of the Dragos Customer Portal, including any information, data or content that you transmit or make available through the Dragos Customer Portal; or (ii) your breach of this Agreement or violation of Applicable Law.
12. Confidential Information
In connection with your use of the Dragos Customer Portal may receive access to certain non-public information, software or documentation relating to the Dragos Customer Portal (“Confidential Information”), which is confidential and proprietary to Dragos. You may use Confidential Information only as necessary in exercising your rights granted in this Agreement. You may not disclose any Confidential Information to any third party without Dragos’s prior written consent. You will protect Confidential Information from unauthorized use, access or disclosure in the same manner and to at least the same extent that you would use to protect your own confidential and proprietary information of similar importance, but in any event you will use your reasonable efforts.
You may not assign or transfer this Agreement, by operation of law or otherwise, without Dragos’s prior written consent, and any attempt to do so will be void. Dragos may freely assign or transfer this Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
This Agreement constitutes the entire and exclusive understanding and agreement between Dragos and you regarding the Dragos Customer Portal, and this Agreement supersede and replace any and all prior oral or written understandings or agreements between Dragos and you regarding the Dragos Customer Portal. This Agreement will be governed exclusively by the laws of Delaware without application of its conflict of laws rules, and any dispute or controversy arising from this Agreement or use of the Dragos Customer Portal will be subject to the exclusive jurisdiction of the state and federal courts located in Delaware. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. Dragos’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Dragos. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.