THIS LICENSE AGREEMENT (“LICENCE”) IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND CYSANA BERLIN UG, COMPANY NUMBER HRB 229168 B, REGISTERED OFFICE FACTORY BERLIN RHEINSBERGERSTR. 76/77, D-10115 BERLIN, GERMANY (“WE” “US” “OUR”) THAT GOVERNS USE OF THE SOFTWARE AS BETWEEN YOU AND US. BY CLICKING TO ACCEPT THIS LICENCE, YOU ACCEPT THIS LICENCE AND WHERE YOU USE THE SOFTWARE ON BEHALF OF AN ORGANISATION YOU ALSO ACCEPT THIS LICENCE ON THEIR BEHALF. IF YOU OR THE ORGANISATION YOU WORK FOR DO NOT ACCEPT THIS LICENCE, YOU MUST NOT USE THE SOFTWARE, AND YOU MUST DELETE OR RETURN THE SOFTWARE TO US OR THE AUTHORISED RESELLER FROM WHICH YOU ACQUIRED IT.
 
1.	LICENCE 
1.1	Subject to your compliance with this Licence and payment of the applicable fee to us or our authorised reseller, we grant you a non-exclusive, non-sublicensable (other than as set out in clause 1.2), revocable, non-transferable license to use the Software (in object code form only) and Documents during the Licence Period solely for your internal business operations to receive the Service.
1.2	If you are a Corporate Licensee, you may sub-license the licence in clause 1.1 to the number of Personnel set out in an order form signed by us. You shall procure that your Personnel comply with the terms herein and you are responsible for the acts and omissions of your Personnel.
1.3	You represent and warrant that: (a) you have full power, authority and resources to accept this Licence (and where you use the Software on behalf of an organisation, to accept this Licence on behalf of your employer or the organisation you work for and to bind it accordingly) and to perform your obligations and grant or procure all rights (including third party rights) granted herein; and (b) all information that you have given, or shall give, to us is true, accurate and complete each time you or your Personnel use the Software or Documents. 
1.4	Except as permitted herein or by applicable law, you undertake: (a) not to copy the Software or Documents except where such copying is incidental to normal use of the Software, or where it is necessary for the purpose of back-up or operational security; (b) not to rent, lease, resell, sub-license, loan, translate, merge, adapt, vary or modify the Software or Documents; (c) not to make alterations to, or modifications of, the whole or any part of the Software, nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs; (d) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Software; (e) to include our copyright notice and logo on all entire and partial copies you make of the Documents; (f) not to provide or otherwise make available the Software in whole or in part (including program listings, object and source program listings, object code and source code), in any form to any person without prior written consent from us; and (g) to comply with all applicable laws.
1.5	Your licence key must be entered when you or your Personnel install the Software, and each licence key is single use only. You must keep licence keys and all login and password details in respect of use of the Software confidential, and you will not allow anyone else (other than your Personnel if permitted by us) to use the Software. In addition, you will prevent any unauthorised use of the Software and will promptly notify us upon becoming aware of any such unauthorised use.
1.6	You consent, instruct and permit us and the Software to: (a) decompile software and files stored on the Computer Systems in order to provide the Service. You acknowledge and agree that such decompilation is essential to achieving inter-operability of the Software with other software on the Computer Systems; and (b) disable access to, and use of, any software on the Computer Systems that is assessed by the Software to potentially contain a Virus or otherwise cause harm to other software or files stored on the Computer Systems. You acknowledge that any software on the Computer Systems disabled by us or the Software in order to provide the Service must be manually re-activated to enable it to continue to function whilst the Software is installed. 
1.7	From time to time, we may, but have no obligation to, provide updates to the Software. You are advised to update the Software regularly, or to set it to update automatically if that feature is available in your version of the Software. If you, your employer or the organisation you work for are a paying subscriber with a current subscription purchased from us or an authorised reseller, we will make available to you the standard updates and support that we make generally available at no additional cost to paying subscribers from time to time. 
2.	RESELLERS 
2.1	In the event that you are purchasing the right to use the Software and Documents pursuant to this Licence from an authorised reseller pursuant to a reseller agreement, your use of the Software and Documents will be subject to the reseller agreement. Subject to clause 5.5, we disclaim any and all Liability to you, and any and all claims you have under or in connection with the Software or this Licence must be brought against our authorised reseller. 
2.2	Notwithstanding anything to the contrary in the reseller agreement: (a) you shall pay the applicable fees for the Software to the reseller as set out in the reseller agreement; (b) any refunds due to you are payable to you solely by the reseller under the reseller agreement; and (c) the reseller agreement is not binding on us. 
3.	WARRANTY AND DISCLAIMER
3.1	We warrant that during the Licence Period, the Software will, when properly used and on an operating system listed in the Documents, perform substantially in accordance with the specification described in the Documents.
3.2	If, during the Licence Period, you notify us in writing of any defect in the Software which results in it failing to perform substantially in accordance with the Documents, we will either repair or replace the Software, provided that you make available all information that may be necessary to help us to remedy the defect, including sufficient information to enable us to recreate the defect.
3.3	The warranty does not apply if the defect results from you having: (a) modified the Software; (b) failed to install or use all updates and other changes to the Software made available to you; or (c) used the Software in breach of this Licence.
3.4	Except as set out herein, the Software and Documents are provided on an “as is” and “as available” basis and we disclaim all other warranties and conditions express or implied, including those of satisfactory quality, title, non-infringement, and fitness for a particular purpose. In particular, we do not warrant that the Software: (a) will prevent any or all Viruses; (b) will be free from interruption; (c) will run on any particular computer system or browser; (d) is accurate, complete, reliable, secure, useful, fit for purpose or timely; (e) will be tested for use; or (f) will be suitable for or capable of being used by you or your Personnel.
4.	INTELLECTUAL PROPERTY 
4.1	All right, title and interest including intellectual property rights in and to the Software and the Documents belong to us, such rights are licensed (not sold) to you, and no rights in, or to, the Software or the Documents are granted to you by us other than the right to use them in accordance with this Licence.
4.2	You grant us a non-exclusive, sublicensable, non-transferable, license to: (a) use any intellectual property rights owned or controlled by you or subsisting in the Computer System (or any software or files contained in the Computer System) in order for us to perform our obligations herein and for the Software to perform as described in the Documents; and (b) collect, store and process User Data to create derived data and to develop our products and services, including the Software. 
4.3	You may from time to time provide us with feedback in relation to our products and services. We have: (a) full discretion to determine whether to proceed with the development of any requested enhancements, features or functionality; and (b) an unencumbered right, without obligation to compensate you, to use, incorporate or otherwise fully exploit any such feedback. 
4.4	We will defend you against any Claim made against you by a third party alleging that the Software infringes their intellectual property rights and will, subject to clause 5, indemnify you for damages finally awarded by a court of competent jurisdiction (or any settlement approved by us in writing) in connection with such Claim. We have no Liability with respect to a Claim to the extent it is caused by: (a) breach of this Licence by you; (b) your failure to grant or procure all rights (including third party rights) required for the Software to operate as set out in this Licence or the Documents; (c) use of any version of the Software other than the latest version made available by us; (d) modification of the Software by anyone other than us or without our written consent; (e) User Data or other software or files stored on the Computer Systems; (f) the combination, operation or use of the Software with other software, products or services where the Software would not by itself be infringing; or (g) continued use of the Software after you or your Personnel were aware of the Claim or were notified of the possibility of the Claim. This clause represents your exclusive remedy for infringement or misappropriation of intellectual property rights.
4.5	If the Software has become, or in our opinion is likely to become, the subject of any Claim, we may: (a) procure for you the right to continue using the Software; (b) replace or modify the Software to make it non-infringing (with comparable functionality); or (c) terminate this Licence and provide a pro rata refund (via the authorised reseller if applicable) of any amounts paid by you corresponding to the terminated portion of the applicable subscription purchased.
4.6	You will defend us against any Claim made against us by a third party in connection with an Excluded Claim and will indemnify us for any loss or damage incurred by us in connection with such Claim. 
4.7	In connection with any Claim: (a) the indemnified party will promptly notify the other party in writing; (b) the indemnifying party will have sole and exclusive authority to defend and/or settle the Claim (provided that it may not settle without the other party’s prior written consent, not be unreasonably withheld, delayed or conditioned where it unconditionally releases the other party of all related liability); and (c) the indemnified party reasonably cooperates with the indemnifying party in connection with the Claim. 
5.	LIABILITY 
5.1	You agree that the Software and Documents have not been developed to meet your individual requirements, including any particular cybersecurity obligations you might be subject to under applicable law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of the Software meet your requirements and legal obligations, and that you are satisfied that the combination of the Software with other hardware, software, systems, policies and processes you have in place are adequate for your purposes.
5.2	Subject to clause 5.5, in the event you acquired the Software from your employer or an organisation you work for, we disclaim any and all Liability to you and any and all claims you have under or in connection with this Licence must be brought by your employer or the organisation you work for on your behalf.
5.3	Subject to 5.5, we are not Liable for: (a) loss of profits, sales, business, or revenue (in each case whether actual or anticipated); (b) business interruption; (c) loss of anticipated savings; (d) wasted expenditure (excluding any amount paid for the Software); (e) loss or corruption of data or information; (f) loss of business opportunity, goodwill or reputation; (g) loss caused due to the Software decompiling software on the Computer System; (h) loss caused by the Software removing, not removing or re-activating your access to and use of software on the Computer System, in each case (a) to (h) whether direct or indirect; or (i) any special, indirect or consequential loss, damage, charges or expenses.
5.4	Subject to 5.5, our maximum total aggregate Liability shall in all circumstances be limited the greater of: (a) the amount paid to us for the Software; and (b) $100 USD (one hundred US dollars).
5.5	Nothing herein excludes or restricts our Liability for: (a) death or personal injury resulting from our negligence; (b) fraud or fraudulent misrepresentation; (c) any other liability that cannot be excluded or restricted under applicable law.
6.	TERMINATION 
6.1	This Licence will automatically terminate on expiry of the Licence Period.
6.2	We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if deemed remediable by us) within 14 days after service of written notice by us requiring remediation of such breach.
6.3	We may suspend use of the Software if: (a) we believe that you are in breach of this Licence; (b) we believe that your continued use of the Software may damage, disable, impair our servers or networks or otherwise harm our reputation; or (c) we do not receive amounts due to us in relation to your use of the Software.
6.4	On termination of this Licence for any reason: (a) all rights granted by us herein shall cease; (b) you must immediately and permanently delete the Software and destroy the Documents; and (c) any amounts paid to us in connection with the Software are non-refundable.
7.	PROOF OF CONCEPT
7.1	Notwithstanding anything to the contrary herein, if you, your employer or the organisation you work for has not entered into a fee paying commercial agreement with us or an authorised reseller for use of the Software, you are automatically deemed to be using the Software for proof of concept purposes. In these circumstances the Software: (a) may only be used for testing and evaluation purposes for a period of thirty (30) days from the date your licence key is entered (unless we specify in writing otherwise); and (b) is provided on an “as is” and “as available” basis without any warranty or condition of any kind (whether express or implied) and your access may be terminated by us at any time without notice.
8.	GENERAL
8.1	Under data protection laws, we are required to provide certain information about who we are and how we process the personal data of those individuals using the Software This information is provided in our privacy policy found on http://conatixcyber.com/.
8.2	You may not assign or transfer this Licence, in whole or in part, without our prior written consent. Any attempted assignment or transfer in violation hereof will be null or void. Subject to the foregoing, this Licence will be binding on the parties and their successors and assigns.
8.3	No amendment or modification to this Licence, nor any waiver of any rights hereunder, will be effective unless agreed to in writing by both parties. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of this Licence will not be deemed a waiver of future enforcement of that or any other provision.
8.4	Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties and pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise.
8.5	If a court of competent jurisdiction determines that any provision of this Licence is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Licence will remain in full force and effect and bind the parties according to its terms.
8.6	Each party irrevocably agrees that this Licence (and any non-contractual obligations arising out of or in connection with them and any claim or dispute in relation to their formation) shall be interpreted and governed by the laws of England, and subject to the exclusive jurisdiction of the courts of London, England. Notwithstanding the foregoing, we reserve the right, at our sole discretion, to initiate legal proceedings and/or seek injunctive or equitable relief in any jurisdiction worldwide, in response to any perceived misuse of our intellectual property rights or confidential information. 
8.7	Notices relating to the Software and this Licence will be provided to you or your Personnel via the email addresses you or your Personnel registered with us or from which the Software has been ordered from. You and your Personnel must ensure that the contact details we hold for you are current at all times.
8.8	This Licence constitutes the entire agreement and understanding between the parties relating to their subject matter and supersede any previous agreements, discussions, correspondence, negotiations, drafts, promises, assurances, warranties, representations and/or undertakings between the parties including any usage or custom and any terms arising through any course of dealing relating to such subject matter. You acknowledge that in entering into this Licence you do not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence, or any document referred to in it.
8.9	As between us and you, this Licence takes precedence over any terms contained or referred to in any correspondence (written or oral), purchase orders or other documentation submitted by you, your employer or the organisation you work for, or an authorised reseller and any provisions therein shall have no effect.
8.10	We will not be Liable for any failure to perform, or delay in performance of, any of our obligations herein that is caused by an event outside of our reasonable control and other than as required by this Licence, we shall not be obliged to take any action to prevent or mitigate events outside of our reasonable control.
8.11	Any words following the terms ‘including’, ‘include’, ‘in particular’, ‘other’ and ‘otherwise’ or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). A reference to a party includes that party’s personal representatives, successors and permitted assignees. 
9.	DEFINITIONS
9.1	“Claim” claim, demand, suit, or proceeding.
9.2	“Computer Systems” those computer systems or other devices on which the Software is installed.
9.3	“Corporate Licensee” someone purchasing the Software directly from us for use by their Personnel pursuant to an Order Form. 
9.4	“User Data” the data provided by you or your Personnel or collected by the Software from you, your Personnel or the Computer System as a result of the use of the Software. 
9.5	“Documents” any additional or support materials provided by us in connection with the Software. 
9.6	“Excluded Claim” those events described in clause 4.4(a) to (g).
9.7	“Liability” any liability arising under, out of or in connection with this Licence, whether or not foreseeable or in the contemplation of the parties at any time, in or under contract, tort (including negligence), breach of statutory duty, misrepresentation, indemnity, restitution or otherwise.
9.8	“Licence Period” the period commencing on the date you enter your licence key and continuing until expiry of the subscription period you purchased from us. 
	
9.9	“Malicious Software” any software (including malware, disabling devices, trojan horses, time bombs, back door devices or other code) that is harmful, destructive or disabling or which has the effect of destroying, interfering with or corrupting, or enabling unauthorised access to, or causing or assisting other undesired effects on program files, data or other information, executable code or application software macros, whether or not its operation is immediate or delayed.
9.10	“Order Form” any electronic or physical document signed by us that permits a Corporate Licensee to share licence keys with Personnel they have paid for.
9.11	“Personnel” employees or other personnel that work for or with you.
9.12	“Ransomware” software which prevents you from accessing all or part of the Computer System (or software or files on it), unless you pay a ransom. 
9.13	“Service” detection, analyses, quarantining and blocking Viruses.
9.14	“Software” the computer software that we have provided to you and the data supplied with the software. 
9.15	“Virus” Malicious Software and Ransomware.
9.16	“you” or “your” either: (a) the individual buying the Software directly from us; (b) the individual buying the Software from an authorised reseller; or (c) an employer or organisation buying the Software, to be distributed to its Personnel (with our permission pursuant to clause 1.2).