SKYBOX SECURITY, INC. - SOFTWARE LICENSE AGREEMENT TERMS AND
CONDITIONS
This Skybox Security, Inc. License Agreement (the "Agreement") is a legal agreement
between you (both the individual installing the Software and any single legal entity on
behalf of which such individual is acting) ("You" or "Licensee") and Skybox Security, Inc.
("Company") and its suppliers and licensors for Company Software products (as defined
below). By signing this agreement, Licensee agreesto be bound by the terms of this License
Agreement.
The Software being licensed and the quantities, type, and any other applicable information
regarding any restrictions on the Software, or other licensing information, will be provided
by the Company on a License Certificate that will be provided with the authorization key
and/or Software media when shipped ("License Certificate").
The term “Software,” as used in this Agreement, means, collectively, (a) the object code
form of Company's software program(s) as provided or made available to You subject to
your compliance with this Agreement, and (b) any updates and/or upgrades that Company
may provide to You in object code form for purposes of supplying modifications, error
corrections, bug fixes, new or different functionality, and new releases to such software
(collectively, “Updates”) any pre-release versions of the Software; and any demonstration
versions of the Software that Licensee is using for the purpose of evaluating whether to
purchase a license.
Please read this Agreement carefully before downloading, installing or using the Software
and indicate your acceptance by choosing “I Accept”. By clicking the “I Accept” button
located at the bottom of this page, you are indicating that you have read the terms and
conditions of this Agreement, understand them, and agree to be legally bound by them. If
you do not agree to any of the terms of this Agreement or are not authorized to bind the
entity on behalf of which you are acting, do not download, install or use the Software.
Without limiting the foregoing, downloading, installing or using any portion of the
Software indicates that you accept these terms.
1. Grant of Limited License (the "License").
(a) Evaluation License. Licensor hereby grants to Licensee, and Licensee accepts, a
nonexclusive, non transferable, non sub-licensable, limited right to use the Software in
machine-readable, object code form, in accordance with the user Documentation provided
by Company, free of charge, for the purpose of evaluating whether to purchase a Software
license, subject to the terms herein. Support may be provided at Licensor’s sole discretion. 
This evaluation license shall expire at the end of the evaluation period. Licensee hereby
acknowledges that Licensor reserves the right to terminate Licensee’s evaluation license at
any time, with or without notice. Upon expiration or termination of the evaluation license
Licensee shall immediately cease using the Software and promptly destroy it and certify to
Licensor that Licensee has acted accordingly. During the evaluation period, and until
Licensee has purchased a license to use the Software, the Software is provided on an "AS
IS" basis, without warranty of any kind. IMPLIED WARRANTIES OF FITNESS FOR A
PARTICULAR PURPOSE, SATISFACTION AND MERCHANTABILITY SHALL NOT APPLY. If
Licensee wishes to purchase a license, contact Licensor at sales@skyboxsecurity.com
(b) Commercial License: Subject to all of the terms of this Agreement and payment of all
fees, with respect to the Software, Company grants Licensee, and Licensee accepts, a
nonexclusive, non-transferable, non-sub-licensable, limited right to use the Software in the
executable code form provided by Company in accordance with the user Documentation
provided by Company. Unless otherwise noted on the License Certificate, such use shall
be solely for internal use and used only on Licensee computers located at Licensee’s sites
and operated by Licensee’s personnel. Except for one copy solely for back-up purposes,
Licensee may deploy or possess only the number of copies of the Software as specified on
the License Certificate provided at time of license acquisition, and only in accordance with
Company’s applicable user documentation (the "Documentation").
Licensee accepts full responsibility for adherence at all times with usage consistent with
the forgoing.
2. Restrictions. Licensee will not (and will not allow any third party to): (i) remove, alter
or obscure proprietary notices that appear on or in the Software and Documentation, and
will reproduce them on or in any copies, (ii) decompile, disassemble, reverse compile or
reverse engineer or attempt to discover any source code or underlying ideas or algorithms
of any Software (except to the extent that applicable law prohibits such restrictions), (iii)
modify, or create derivative works based on the Software (iv) provide, sell, give, rent,
lease, lend, loan, distribute, transfer, use for timesharing or service bureau purposes or
otherwise use or allow others to use the Software for the benefit of any third party, (v) use
any Software, or allow the transfer, transmission, export, or re-export of any Software or
portion thereof, in violation of any U.S. or any other applicable export control laws or
regulations, (vi) develop passwords other then such keys provided by the Company or
attempt to defeat such provided keys or determine how they are developed, or (vi) use or
copy the Software except as expressly permitted in Section 1. All the limitations and
restrictions on Software in this Agreement also apply to Documentation and Deliverables.
3. Ownership. Company and its affiliates, suppliers and licensors own and retain all right,
title and interest in and to: (i) the Software and Documentation (including all copies,
components thereof and all upgrades, modifications, enhancements and derivative works
thereof and/or any other materials, deliverables and components ("Deliverables") provided
to Licensee in association with delivering Support Services and/or Professional Services
and Training (as defined below), including all intellectual property rights embodied therein
or related thereto; and (ii) all copyrights, patent rights, trade secret rights, trademark and
other proprietary rights relating to the Software, Documentation and Deliverables.
Additionally, subject to Company receiving full payment for Support Services and all
other Deliverables, Company grants Licensee a non-sublicensable, nonexclusive,
nontransferable right to use the Support Services and any Deliverables purchased under an
applicable SOW solely for Licensee's internal business purposes. Licensee acknowledges
and agrees that it shall have no rights with respect to any of the foregoing other than the
rights expressly set forth in this Agreement. Licensee further acknowledges and agrees that
Company shall be entitled to re-use ideas related to Support Services for Company’s other
customers and in commercial products.
4. Third Party Software. The Software may include programs belonging to third parties
and certain provisions of this Agreement may relate to such licensors’ rights in and to the
Software. Such provisions are made expressly for the benefit of these licensors and, to the
extent permitted by applicable law, are enforceable by such licensors in addition to
Company. Company hereby represents that it has obtained and will keep in effect for the
term of this Agreement, all necessary rights belonging to the Software provided by all third
parties pursuant to the terms of this Agreement. Company has included the applicable
notices and disclaimers relating to such third party programs on the Software and/or in the
Documentation provided with such Software.
5. Support and Maintenance. While the License for Software remains effective, for any
purchased License and subject to payment of applicable fees, Company, or any of its
affiliates will use reasonable commercial efforts to provide Licensee with the support and
maintenance services for the Software as described in the Company’s then current support
and maintenance programs, in accordance with the terms available at
https://www.skyboxsecurity.com/support/overview ("Support Services"). Company may
elect to change the fees for and the terms of, its Support Services or to terminate Support
Services for the Software.
6. Professional Services and Training. Company or any of its affiliates agrees to use
reasonable commercial efforts to provide Licensee with professional services and/or
technical training for the Software for additional fees and subject to an applicable
Statement of Work (“SOW”), Scope of Requirements (“SOR”) or any other document 
which defines the scope of such services (“Scope Document”) executed by both parties in
writing. Licensee may contact Company to inquire about the availability of such services.
Company retains ownership of, and all other rights in, all results of such services. Licensee
agrees to reimburse Company for normal travel related expenses associated with providing
agreed upon professional services and/or training.
7. Privacy: By accepting theses terms Licensee agrees to and accept the terms of Licensor
privacy policy available at https://www.skyboxsecurity.com/privacy-policy (“Privacy
Policy”).
As part of the Support Services and/or Professional Services provided by Licensor to
Licensee, Company does not expect to receive or access any personal data of
Licensee. However, in the event Company receives or accesses any personal information
about Licensee’s employees, clients or customers, Company shall maintain physical,
technical and administrative safeguards to protect such information consistent with
applicable laws and regulations for protection of such information. Licensor acknowledges
that Licensee’s data is confidential and agrees not to share it with third parties except if
and as required for the provision of Licensor’s services hereunder. Licensor will not share,
sell, or give away personally identifiable information to any third-party, without first
obtaining Licensee’s prior consent subject to the Non-disclosure Agreement executed
between the parties.
8. Fees and Payment. Licensee shall pay to the Company the License fees in accordance
with the agreed upon payment terms set forth in the applicable invoice. Licensee shall also
pay to the Company the applicable Support Services fees annually in advance. Any
payments more than thirty (30) days overdue will bear a late payment fee of 2.0% per
month, or, if lower, the maximum rate allowed by law. All payments are non-refundable.
All amounts payable by the Licensee are exclusive of any taxes, fees, duties, shipping, or
other charges, however designated, now or hereafter levied. Licensee will be responsible
for all taxes (other than Company income taxes), fees, duties, shipping or other such
charges with respect to the License.
9. Term, Termination. The license term shall be set in the sales order (“Term”).. If a
subscription License is purchased, at the end of each applicable Term, this Agreement
may be renewed subject to payment of applicable fees for additional annual terms.
Without prejudice to any other rights, this Agreement and all Licenses granted hereunder
will automatically terminate at the end of the thirty (30) day period following notice of any
breach by Licensee is delivered to Licensee provided that any such breach remains uncured
at the end of such notice period or immediately in the case of a breach of Sections 1 or 2
by Licensee. Upon termination, or if a License ceases to be effective, Licensee shall 
immediately cease all use of all Software and return or destroy all copies of all Software
and all portions thereof and so certify in writing to the Company and immediately pay all
amounts due to the Company hereunder. Except as otherwise expressly provided herein,
the terms of Sections 2, 3, 4, 8 and 10-13 shall survive termination of this Agreement.
Termination is not an exclusive remedy and all other remedies available under applicable
law or in equity will be available to the Company whether or not termination occurs.
10. Indemnification. Company shall defend Licensee against any third parties claims that
Software infringes or misappropriates any United States patent, United States copyright or
trade secret in existents at the time of License acquisition and recognized under the
Uniform Trade Secrets Act, and pay any costs and damages finally awarded by a court of
competent jurisdiction or agreed upon in settlement with respect to such claims, provided
Company is promptly notified of any and all threats, claims and proceedings related thereto
and given reasonable assistance and sole control over defense and settlement; Company
will not be responsible for any settlement it does not approve in writing. The foregoing
obligations do not apply with respect to Software or portions or components thereof (i) not
supplied by Company, (ii) made in whole or in part in accordance to Licensee’s
specifications, (iii) that are modified after delivery by Company, (iv) combined with other
products, processes or materials where the alleged infringement relates to such
combination, (v) where Licensee continues allegedly infringing activity after being
notified thereof or after being informed of modifications that would have avoided the
alleged infringement, or (vi) where Licensee’s use of the Software is not strictly in
accordance with this Agreement or with the Documentation. If the Software becomes or in
Company’s opinion is likely to become the subject of an infringement claim, Company
may, at its option and expense, either (a) procure for Licensee the right to continue using
the Software, (b) replace or modify the Software so that it becomes non-infringing, or (c)
accept return of the Software and refund to Licensee the unamortized portion of the license
fee paid to Company by Licensee based on a three (3) year straight-line depreciation, such
depreciation to commence on the date on which the Software is delivered to Licensee.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, THE TERMS
SET FORTH IN THIS SECTION 8 STATE COMPANY'S ENTIRE LIABILITY AND
OBLIGATION AND LICENSEE’S EXCLUSIVE REMEDY WITH RESPECT TO
INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.
11. Limited Warranty and Disclaimer. Company warrants to Licensee for a period of
thirty (30) days from Licensee’s first acquisition of the Software that such Software will
operate substantially pursuant to the Documentation for such Software. This warranty
covers only problems reported to Company during the warranty period. SOFTWARE OR
ANY PART THEREOF WHICH HAS BEEN SUBJECT TO ABUSE, MISUSE,
ACCIDENT, ALTERATION, MODIFICATION, NEGLECT, UNAUTHORIZED 
REPAIR OR UNAUTHORIZED INSTALLATION IS NOT COVERED BY
WARRANTY. ANY LIABILITY OF COMPANY WITH RESPECT TO SOFTWARE
OR THE PERFORMANCE THEREOF UNDER ANY WARRANTY, NEGLIGENCE,
STRICT LIABILITY OR OTHER THEORY WILL BE LIMITED EXCLUSIVELY TO
REPAIR OR REPLACEMENT OF THE SOFTWARE OR, IF REPAIR OR
REPLACEMENT ARE INADEQUATE AS A REMEDY OR, IN COMPANY’S
OPINION, IMPRACTICAL, TO REFUND OF THE LICENSE FEE PAID FOR SUCH
SOFTWARE. EXCEPT FOR THE FOREGOING, ALL SOFTWARE IS PROVIDED
"AS IS" WITHOUT WARRANTY OF ANY KIND INCLUDING WITHOUT
LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT. FURTHER,
COMPANY DOES NOT WARRANT RESULTS OF USE, THAT THE SOFTWARE IS
BUG FREE OR THAT THE SOFTWARE WILL PROVIDE ANY PROTECTION
AGAINST VIRUSES OR ANY NETWORK INTRUSION OR SECURITY BREACH,
OR THAT ITS USE OR THE USE OF LICENSEE’S LOCAL NETWORK WILL BE
UNINTERRUPTED.
12. Limitation of Liability. NOTWITHSTANDING ANYTHING ELSE IN THIS
AGREEMENT OR OTHERWISE, AND EXCEPT FOR BODILY INJURY CAUSED BY
GROSS NEGLIGENCE OR WILLFUL OR RECKLESS MISCONDUCT BY THE
COMPANY’S EMPLOYEES, AND TO THE FULLEST EXTENT PERMITTED
UNDER APPLICABLE LAW, COMPANY AND ITS SUPPLIER AND LICENSORS
SHALL NOT BE LIABLE OR OBLIGATED WITH RESPECT TO THE SUBJECT
MATTER OF THIS AGREEMENT (INCLUDING WITHOUT LIMITATION
INDEMNIFICATION OBLIGATIONS) OR UNDER ANY CONTRACT,
NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY
(I) FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE LICENSE FEES
PAID TO IT BY LICENSEE FOR THE SOFTWARE, SUPPORT SERVICES AND/OR
DELIVERABLES HEREUNDER DURING THE TWELVE MONTH PERIOD PRIOR
TO THE CAUSE OF ACTION, OR (II) FOR ANY COST OF PROCUREMENT OF
SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS; (III) FOR ANY
INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER; OR
(IV) FOR INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOSS
OF BUSINESS PROFITS, BUSINESS INTERRUPTIONS, OR OTHER PECUNIARY
LOSS, IN CONNECTION WITH THIS AGREEMENT OR ARISING OUT OF THE USE
OF OR INABILITY TO USE THE SOFTWARE, EVEN IF COMPANY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13. Miscellaneous.
13.1 Information Disclosure. Company may identify Licensee as a customer when
referring to lists of customers. The parties may not disclose the terms of this Agreement to
any third party, except as required by law.
13.2 Inspection Rights. Upon reasonable notice the Company shall have the right to
reasonably inspect the Licensee’s premises and relevant records to determine compliance
with this Agreement. In the event that Licensee uses any Company software other than as
licensed under this Agreement (or under another agreement executed by the parties).
Licensee agrees to pay the Company the then current license and Support Services fees for
such unpermitted use.
13.3 Assignment. Neither the Agreement nor the licenses granted hereunder are assignable
or transferable by Licensee without the prior written consent of Company; any attempt to
do so shall be void. Company may assign this Agreement in whole or in part.
13.4 Governing Law. This Agreement shall be deemed to have been made in, and shall be
construed in accordance with the laws of the State of California, USA without regard to
conflicts of laws provisions that would result in the application of the laws of a different
jurisdiction. The United Nations Convention on the International Sale of Goods does not
apply to this Agreement. The parties agree that any legal action or proceeding between the
parties for any purpose concerning this Agreement or our respective rights and obligations
hereunder shall be brought exclusively in the federal and state courts of competent
jurisdiction sitting in Santa Clara County, California, USA. No action may be commenced
under this Agreement more than one (1) year after a cause of action has arisen.
13.5 Government End Users. The Software and Documentation are comprised of
"commercial computer software" and "commercial computer software documentation" as
such terms are used in 48 C.F.R. 12.212 and are provided to any civilian or military branch
or agency of the U.S. government in accordance with the policies set forth in 48 C.F.R.
12.212 or 28 C.F.R. 227.7202-1 and 227.7202-3, respectively.
13.6 Export. Licensee represents and warrants that it is not prohibited from receiving the
Software under U.S. export laws; that it is not a national of a country subject to U.S. trade
sanctions; that it will not use the Software in a location that is the subject of U.S. trade
sanctions that would cover the Software; and that to its knowledge it is not on the U.S.
Department of Commerce’s table of deny orders or otherwise prohibited from obtaining
goods of this sort from the United States.
13.7 Independent Contractors. In performing their respective services hereunder, the
parties shall operate as and have the status of independent contractors and shall not act as
or be an agent or employee of the other. Neither party shall have any right or authority or
assume or create any obligations or make any representations or warranties on behalf of
the other party, whether expressed or implied, or to bind the other party in any respect
whatsoever.
13.8 Remedies. Licensee acknowledges that the Software contains valuable trade secrets
and proprietary information of the Company that any actual or threatened breach of the
licenses granted herein will constitute immediate, irreparable harm to the Company for
which monetary damages would be an inadequate remedy, and that injunctive relief is an
appropriate remedy for such breach.
13.9 Entire Agreement. The Terms and Conditions governing Licensee's use of the
Software consists of this Agreement and a License Certificate issued by the Company. If
more than one license agreement was provided for the Software, and the terms vary, the
order of precedence of those license agreements is as follows: a signed agreement, a printed
or electronic agreement that states clearly that it supersedes other agreements, a printed
agreement provided with the Software, an electronic agreement provided with the
Software. This Agreement represents the complete agreement concerning this License and
may be amended only in writing executed by both parties. THE ACCEPTANCE OF ANY
SALES ORDER, IS EXPRESSLY MADE CONDITIONAL ON LICENSEE’S
CONSENT TO THE TERMS SET FORTH HEREIN, AND NOT THOSE IN
LICENSEE’S PURCHASE ORDER. Additionally, in the absence of any Master Services
Agreement for Professional Services executed by both Company and Licensee, all terms
and conditions for Professional Services under a “SOW”, “SOR” or other Scope Document
which may be provided as part of the Professional Services, shall be governed by this
Agreement which shall constitute the entire agreement for “Professional Services”
between the Company Licensee.