BY DOWNLOADING, INSTALLING, COPYING, ACCESSING OR USING THIS SOFTWARE, YOU AGREE TO THE TERMS OF THIS AGREEMENT AS MAY BE AMENDED FROM TIME TO TIME AND IN EFFECT. IF YOU ARE ACCEPTING THESE TERMS AS AN INDIVIDUAL OR AS A COMPANY OR ANY OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND YOURSELF AS AN INDIVIDUAL OR ON BEHALF OF THE COMPANY OR ANY OTHER LEGAL ENTITY TO THESE TERMS, AS THE CASE MAY BE.
IF YOU DO NOT AGREE TO All OF THESE TERMS, DO NOT DOWNLOAD, INSTALL, COPY, ACCESS OR USE THE SOFTWARE; AND PROMPTLY DELETE AND/OR UNINSTALL THE SOFTWARE.
1.1. “Software” means each Minerva software program in object code format licensed by Minerva and purchased from Minerva, and which was downloaded from Minerva’s web site by You or other third party web site, including but not limited to Software services provided to you via cloud servers, whether identified as Evaluation Software or Beta Software or otherwise, bundled with other software or otherwise, being provided as “Software as a Service” or otherwise, including but not limited to Upgrades, Updates, enhancements, modifications, revisions, or additions to the Software made by Minerva and made available to you through Minerva’s web site and/or via other means, and which is installed on any of the Devices, as defined herein. As such, this Agreement shall also apply to any and all Updates, Upgrades, supplements, add-on components, or Internet-based services components, of the program that Minerva may provide to you or make available to you after the date you obtain your initial copy of the Software, unless Minerva provides other terms and conditions along with the update, upgrade, supplement, add-on component, or Internet-based update services component. Minerva reserves the right to discontinue any Internet-based update services provided to you or made available to you through the use of the Software. Notwithstanding the foregoing, Minerva shall be under no obligation to provide any updates, upgrades, enhancements, modifications, revisions, or additions to the Software. You may not use, copy, modify, sell, or transfer any part of the Software except as provided in this Agreement and in the Side Letter.
1.2. “Side Letter” means a confirmation notice letter issued electronically by Minerva Labs Ltd. to You, confirming Software and support (if applicable) purchased by You, including the applicable Scope of License, as defined in the Scope of License Definitions (further described at Section 3(a) below) and also containing download details.
1.3. “Documentation” means explanatory materials in printed, electronic or online form accompanying the Software in English and other languages, if available.
1.4. “Minerva” means Minerva Labs Ltd., an Israel company, with offices located at Imber 14 Petah Tikva 4951148, and any of its Affiliates.
1.5. “Affiliate” means any entity which directly, or indirectly controls Minerva, is controlled by Minerva, or is under common control with Minerva.
1.6. “Devices” means any kind of device capable of processing data and includes any of the following types of computer devices: diskless workstations, personal computer workstations, networked computer workstations, homeworker/teleworker home-based systems, file and print servers, email servers, Internet gateway devices, storage area network servers (SANS), terminal servers, mobile devices or portable workstations connected or connecting to the server(s) or network.
1.7. “Subsidiary” refers to any entity controlled by You through greater than fifty percent (50%) ownership of the voting securities.
1.8. “Updates” are related to content and include without limitation all DATs, signature sets, policy updates, database updates for the Software which are made generally available to Minerva’s customer base and which are not separately priced or marketed by Minerva.
1.9. “Upgrade” means any and all improvements in the Software which are made generally available to Minerva’s customer base and which are not separately priced or marketed by Minerva.
1.10. “End User (“You/Your”)” means individual(s) installing or using the Software on their own behalf or who are legally using a copy of the Software; or, if the Software is being downloaded or installed on behalf of an organization, such as an employer, “You” further means the organization for which the Software is downloaded or installed and it is represented hereby that such organization has authorized the person accepting this agreement to do so on its behalf. For purposes hereof the term “organization”, without limitation, includes any partnership, limited liability company, corporation, association, joint stock company, trust, joint venture, labor organization, unincorporated organization, or governmental authority.
- License Grant.
2.1. Subject to the terms and conditions of this Agreement, Minerva hereby grants to you a non-exclusive; limited, non-transferable right to use the Software (use of the Software shall mean to access, install, download, copy or otherwise benefit from using the Software) and Documentation listed in the Side Letter solely for your own internal business operations. You acknowledge that the Software and all related information are proprietary of Minerva and its suppliers.
2.2. Any rights in the Software not expressly granted in this Agreement or in the Side Letter are reserved by Minerva.
2.3. Without prejudice to any other remedy in law or in equity that Minerva may have, in the event of any breach by You of any of the terms and conditions of this Agreement, Minerva shall at any time, without prior notice to You, be entitled to terminate this Agreement and the license to You for the use of the Software.
- Copy and Use terms.
3.1. Scope of License: The use of the Software depends on the license purchased or given by Minerva, as set forth in the Side Letter.
3.2. Multiple platforms: If the Software supports multiple platforms or if you receive the Software, the total number of Devices on which all versions of the Software is installed may not exceed your Scope of License.
3.3. Term: The license is effective for a limited period of time (“Term”) in the event that such Term is set forth in the Side Letter; otherwise the license shall be perpetual.
3.4. Copies: You may copy the Software as reasonably necessary for back-up, archival or disaster recovery purposes. Provided however, that such copies be intended for internal use only which in no event will exceed the number of Copies set in the Side Letter (which such number shall be inclusive).
3.5. Subsidiaries: You may permit use of the Software in accordance with the terms of this Agreement and the Side Letter by a Subsidiary only for so long as such entity remains your Subsidiary. You shall be responsible and fully liable for each Subsidiary’s compliance with or breach of the terms of this Agreement.
3.6. General Restrictions: You may not, nor may you allow any third party to: (i) decompile, disassemble or reverse-engineer the Software, except to the extent expressly permitted by applicable law, without Minerva’s prior written consent; (ii) remove any product identification or proprietary rights notices of the Software or Documentation; (iii) lease, lend or use the Software for timesharing or service bureau purposes; (iv) modify or create derivative works of the Software; (v), publish any performance or benchmark tests or analysis relating to the Software except with Minerva’s prior written permission or (vi) use or copy the Software except as expressly provided herein.
- Limited Warranty and Disclaimer.
4.1. YOU ACKNOWLEDGE, ACCEPT AND AGREE THAT NO SOFTWARE IS ERROR-FREE AND YOU ARE ADVISED TO BACK UP THE COMPUTERS/DEVICES WITH THE FREQUENCY AND RELIABILITY SUITABLE FOR YOU.
4.2. YOU FURTHER ACKNOWLEDGE THAT THE SOFTWARE IS PROVIDED “AS IS” AND THAT MINERVA MAKES NO REPRESENTATION AND GIVES NO WARRANTY AS TO ITS USE OR PERFORMANCE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT OF WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW. MINERVA MAKES NO WARRANTY, CONDITION, REPRESENTATION, OR TERM (EXPRESSED OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY, INTEGRATION, OR APPLICABILITY FOR A PARTICULAR PURPOSE. YOU ASSUME ALL FAULTS, AND THE ENTIRE RISK AS TO PERFORMANCE AND RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE. WITHOUT LIMITING THE FOREGOING PROVISIONS, MINERVA MAKES NO REPRESENTATION AND GIVES NO WARRANTY THAT THE SOFTWARE WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT THE SOFTWARE WILL MEET ANY OR ALL OF YOUR REQUIREMENTS WHETHER OR NOT DISCLOSED TO MINERVA.
4.3. SOME COUNTRIES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF EXPRESS OR IMPLIED WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU. IN THAT EVENT, SUCH EXPRESS OR IMPLIED WARRANTIES SHALL BE LIMITED IN DURATION TO THE WARRANTY PERIOD (OR THE MINIMUM PERIOD REQUIRED BY THE APPLICABLE LAW).
- Exclusion and Limitation of Liability.
5.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MINERVA BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR LOSS OF PRIVACY, FOR CORRUPTION, DAMAGE AND LOSS OF DATA OR PROGRAMS, FOR FAILURE TO MEET ANY DUTY INCLUDING ANY STATUTORY DUTY, DUTY OF GOOD FAITH OR DUTY OF REASONABLE CARE, FOR NEGLIGENCE, FOR ECONOMIC LOSS, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, OR ARISING OUT OF ANY BREACH OF CONTRACT OR ANY TORT (INCLUDING NEGLIGENCE, MISREPRESENTATION, ANY STRICT LIABILITY OBLIGATION OR DUTY), OR ANY BREACH OF STATUTORY DUTY, OR ANY BREACH OF WARRANTY OF MINERVA, EVEN IF THE MINERVA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5.2. YOU AGREE THAT IN THE EVENT MINERVA IS FOUND LIABLE, THE LIABILITY SHALL BE LIMITED TO THE COSTS OF THE SOFTWARE. IN NO CASE SHALL THE LIABILITY OF MINERVA EXCEED THE TOTAL FEES PAID FOR THE SOFTWARE TO MINERVA.
- Intellectual Property Ownership.
6.1. You agree that the Software and the authorship, systems, ideas, methods of operation, documentation and other information contained in the Software are proprietary intellectual property and/or the valuable trade secrets of Minerva and that Minerva is protected by civil and criminal law, and by the law of copyright, trade secret, trademark and patent laws of the State of Israel, The European Union and the United States of America, as well as other countries and international treaties. This Agreement does not grant You any rights to the intellectual property, including any Trademarks or Service Marks of Minerva (“Trademarks“). You may use the Trademarks only insofar as to identify printed output produced by the Software in accordance with accepted trademark practices, including identification of the Trademark owner’s name. Such use of any Trademark does not grant you any rights of ownership in that Trademark. Minerva owns and retains all rights, title, and interests in and to the Software, including without limitation any error corrections, enhancements, Updates, Upgrades or other modifications to the Software, whether made by Minerva or any third party, and all copyrights, patents, trade secret rights, trademarks, and other intellectual property rights therein. Your possession, installation or use of the Software does not transfer to you any title to the intellectual property in the Software, and you will not acquire any rights to the Software except as expressly set forth in this Agreement. All Copies of the Software made hereunder must contain the same proprietary notices that appear on and in the Software. Except as stated herein, this Agreement does not grant you any intellectual property rights in the Software and you acknowledge that the license, granted under this Agreement, only provides you with a right of limited use under the terms and conditions of this Agreement and the Side Letter. For the removal of any doubt, Minerva reserves all rights not expressly granted to You in this Agreement and in the Side Letter.
- Intellectual Property Indemnity.
7.1. Third-party claims: Minerva shall defend and hold you harmless from any claim by a third party upon the rights of whom the Software infringes, whether a patent, copyright or trade secret of that third party, provided that: (i) Minerva is notified promptly, and in any event no later than within 14 days of your receipt of notice of the claim, (ii) Minerva receives the required level of reasonable cooperation from you in order to perform Minerva’s obligations hereunder and (iii) Minerva has sole control over the defense and all negotiations for settlement or compromise of the claim. Minerva’s foregoing obligation does not apply with respect to Software or portions or components there-of that are: (i) not supplied by Minerva, (ii) used in a manner not expressly authorized by this Agreement or any relevant Documentation, (iii) made in accordance with your specifications, (iv) modified by anyone other than Minerva, if the alleged infringement relates to such modification, (v) combined with other products, processes or materials where the alleged infringement would not exist but for such combination or (vi) where you continue the allegedly infringing activity after being notified thereof and provided with modifications that would have avoided the alleged infringement.
7.2. Remedy and Liability: In the event that the Software is held by a court of competent jurisdiction to constitute an infringement or use of the Software is enjoined, Minerva shall, at its sole discretion, do one of the following: (i) procure for you the right to continue use of the Software, (ii) provide a modification to the Software so that its use becomes non-infringing, (iii) replace the Software with software that is substantially similar in functionality and performance or (iv), if none of the foregoing alternatives is reasonably available to Minerva, Minerva shall refund the residual value of the purchase price paid by you for the infringing Software, depreciated using a straight-line method of depreciation over a three (3) year period from the date of delivery of the Software to you. This Section 7 states Minerva’s sole liability and your exclusive remedy for intellectual property infringement claims.
8.1. Each party to this Agreement, i.e. You and Minerva (each shall be referred to hereunder as “Party“), hereto acknowledges that by reason of its relationship with the other Party, it may have access to information and materials concerning the other Party’s business, technology, and/or products that are confidential and of substantial value to said Party, the value of which could be impaired if disclosed to third parties (“Confidential Information”). Confidential information, written or otherwise must at the time of disclosure be identified and labeled as Confidential Information belonging to the disclosing Party. When disclosed orally or visually, Confidential Information must be identified as confidential at the time of the disclosure, with subsequent confirmation in writing within fifteen (15) days after disclosure. Each Party agrees that it will not use in any way for its own account or the account of any third party, such Confidential Information, except as authorized under this Agreement, and will protect Confidentiality of such Information at least to the same extent as it protects its own Confidential Information and to the same extent that a reasonable parties would protect such Confidential Information. Neither Party may use the other Party’s Confidential Information except to perform its duties under this Agreement.
8.2. The Confidential Information restrictions will not apply to Confidential Information that is (i) already known to the receiving Party, (ii) becomes publicly available through no wrongful act of the receiving Party, (iii) independently developed by the receiving Party without benefit of the disclosing Party’s Confidential Information, (iv) has been rightfully received from a third party not under obligation of confidentiality or (v) is required to be disclosed by law, provided the Party compelled to disclose the Confidential Information provides the Party owning the Confidential Information with prior written notice of disclosure adequate for the owning Party to take reasonable action to prevent such disclosure, where reasonably possible.
8.3. Unless otherwise agreed to by both Parties, upon Termination of this Agreement, as further defined hereunder or in an applicable Addendum, each Party will return the other Party’s Confidential Information including all the Copies made pursuant to Section 3.4.
8.4. All Confidential Information is and shall remain the property of the disclosing Party. Both Parties acknowledge that all Confidential Information is the sole property of the disclosing Party, that the disclosing Party is the rightful owner of such and has the right to use such Confidential Information, and that the receiving Party shall not acquire any proprietary interest in the disclosing Party’s Confidential Information. No license or conveyance of any such rights to the receiving Party is granted or implied under this Agreement.
8.5. The receiving Party acknowledges that part of the Confidential Information of the disclosing Party was designed, developed or otherwise obtained at great expense over lengthy periods of time, and that the Confidential Information is secret, confidential, unique and essential to the business of the disclosing Party and constitutes the exclusive property and trade secret of the disclosing Party. All applicable rights to mask works, patents, copyrights, trademarks and trade secrets with respect to the Confidential Information of the Disclosing Party are retained exclusively by such disclosing Party.
8.6. Except as may otherwise be set forth in a signed, written agreement between parties, the disclosing Party makes no representation or warranty as to the accuracy, completeness, condition, suitability, or performance of the Confidential Information, and the disclosing Party shall have no liability whatsoever to the receiving Party resulting from its use of the Confidential Information.
9.1. Without prejudice to your payment obligations, you may terminate your license at any time by uninstalling the Software. By doing so, all support or any additional related services, if purchased by You, will be terminated. Notwithstanding the abovementioned, Minerva may terminate your license in the event that you materially breach the terms of this Agreement and you fail to cure such breach within thirty (30) days of receiving notice of such breach. Upon such termination, you shall promptly return or destroy all copies of the Software, Documentation and Confidential Information.
- Open-Source Software.
Third Party Software. The Software is based on software which is developed and owned by Minerva and/or its licensors. The Software may use or include third party software, files and components that are subject to open source license terms. A list of third party components that their licenses require certain notification (“Third Party Components”) is available at www.minerva-labs.com/documentation/third-party-software and will be updated from time to time. Your right to use such Third Party Components as part of, or in connection with the Software is subject to any applicable acknowledgements and license terms accompanying such Third Party Components contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and this Agreement, the licensing terms of the Third Party Components shall prevail in connection with the related Third Party Components. Such Third Party Components are provided on an “AS IS” basis without any warranty of any kind and shall be subject to any and all limitations and conditions required by such third parties. You hereby agree to such terms associated with the Third Party Components. Under no circumstances shall the Software or any portion thereof (except for the Third Party Components contained therein) be deemed “open source” or “publicly available” software. The licenses of certain Third Party Components may require the provision of the source code of these Third Party Components. With respect to any licenses of Third Party Components that require the provision of the open source code of these Components, Minerva will provide You and any third party, during a period set forth by each such license, for a charge of no more than Minerva’s cost of physically performing source distribution, a complete machine-readable copy of the corresponding source code, on a medium customarily used for software interchange. For that purpose, the You should contact Minerva at: firstname.lastname@example.org
- Privacy and Collection of Personal or System Information.
11.1. While subscribing through Minerva’s web site, downloading and using the Software, receiving purchased support and/or additional services from Minerva (if applicable), certain personally identifiable, sensitive or other information about You may be collected.
12.1. Minerva may, at its expense, upon reasonable prior written notice to you and during standard business hours, and unless otherwise set in the Side Letter, audit you with respect to your compliance with the terms of this Agreement no more than once per year. You understand and acknowledge that Minerva utilizes a number of methods to verify and support software use by its customers. These methods may include technological features of the Software that prevent unauthorized use and provide Software deployment verification. Upon reasonable request, you will provide a system-generated report verifying your Software deployment, and such request may not occur more than two (2) times per year. Minerva will not unreasonably interfere with the conduct of your business.
- Export Controls.
13.1. You acknowledge that the Software is subject to Israeli and, when applicable, US export regulations. You hereby agree to comply with all export and import laws and regulations applicable in the jurisdiction/s to which the Software will be imported and/or exported. You shall not export the Software to any individual, entity or country in which it is prohibited by applicable law or regulation. You are responsible, at your own expense, for any local government permits, licenses or approvals required for importing and/or exporting the Software.
- Governing Law.
14.1. These Terms shall be governed by the laws of the State of Israel. You agree that the courts located in Tel-Aviv will have exclusive jurisdiction over any dispute between You and Minerva, regardless of conflict of law principles. However, you agree that Minerva may seek equitable relief in any jurisdiction when appropriate.
15.1. Except for actions of non-payment, breach of Minerva’s proprietary rights in the Software and Documentation and/or breach of the Confidentiality undertaken by either Party, no action, regardless of form, arising out of this Agreement may be brought by either party more than 3 years after a party knew or should have known of such claim.
15.2. Any terms of this Agreement which by their nature should survive the termination of this Agreement shall survive such termination. Without derogating from the generality of the forgoing, the provisions of Section 8 shall remain in full force and effect and shall survive the Termination of this Agreement.
15.3. This Agreement, including all documents incorporated by reference, represents the entire agreement between the parties and expressly supersedes and cancels any other communication, representation or advertising whether oral or written, on the subjects herein. If the terms and conditions of the Side Letter conflict with the terms and conditions of this Agreement, then the terms and conditions specified in Side Letter shall supersede.
15.4. Minerva may amend the terms of this Agreement from time to time. Your continued use of the Software after a notification to this effect been delivered to you by Minerva, the publication of such amendments on Minerva’s website (www.minerva-labs.com), or your acceptance of the Agreement then in effect, in any other way, constitutes your acceptance of such amendments.
15.5. No provision hereof shall be deemed waived unless such waiver shall be made in writing and signed by Minerva. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect.
15.6. All notices, requests, demands and determinations to Minerva under this Agreement (other than routine operational communications) shall be sent to: Imber 14 Petah Tikva 4951148, and any of its Affiliates.