End User License Agreement – FDS
BullWall – FDS – EULA revision 3.0 r1
BULLWALL A/S CVR: 38 87 87 86, BULLWALL LTD COMPANY NO.: 11 16 68 03 (“BullWall”) IS WILLING TO LICENSE THE LICENSED SOFTWARE TO YOU AS THE INDIVIDUAL, THE COMPANY, OR THE LEGAL ENTITY THAT WILL BE UTILIZING THE LICENSED SOFTWARE (REFERENCED BELOW AS “You” OR “Your”) ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS LICENSE AGREEMENT (“LICENSE AGREEMENT”). READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE USING THE LICENSED SOFTWARE. THIS IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND BULLWALL. BY CLICKING THE “I AGREE” OR “YES” BUTTON, OR OTHERWISE INDICATING ASSENT ELECTRONICALLY, OR LOADING THE LICENSED SOFTWARE OR OTHERWISE USING THE LICENSED SOFTWARE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, CLICK THE “I DO NOT AGREE” OR “NO” BUTTON OR OTHERWISE INDICATE REFUSAL AND MAKE NO FURTHER USE OF THE LICENSED SOFTWARE. UNLESS OTHERWISE DEFINED HEREIN, CAPITALIZED TERMS WILL HAVE THE MEANING GIVEN IN THE “DEFINITIONS” SECTION OF THIS LICENSE AGREEMENT AND SUCH CAPITALIZED TERMS MAY BE USED IN THE SINGULAR OR IN THE PLURAL, AS THE CONTEXT REQUIRES.
“Content Updates” means content used by certain BullWall products which can be updated from time to time, including but not limited to: data lists used by the application to detect fraud.
“Documentation” means the user documentation, BullWall provides with the Licensed Software.
“License Instrument” means one or more of the following applicable documents which further define Your License rights to the Licensed Software: a BullWall License key issued by BullWall, or a written Agreement/Purchase Order between You and BullWall that accompanies, precedes or follows this License Agreement.
“Licensed Software” means the FDS software product in object code form, accompanying this License Agreement, including any Documentation included in, or provided for use with such software or accompanies this License Agreement. The Licensed Software is provided as a subscription license, which gives You the right to use the FDS software (current or at any time latest version) for the period agreed in the License Instrument. If the subscription license is not renewed, the Licensed Software will automatically be discontinued, and You will no longer have any right to use the Licensed Software.
“Upgrade” when purchasing a subscription license, You purchase the software in the current version, upgrades can be available but BullWall are not bound to provide any upgrade during the subscription period. If BullWall provide upgrades You will have access to relevant upgrades which are included in the license subscription. Upgrades means any version of the Licensed Software that has been released to the public and which replaces the prior version of the Licensed Software. You decide if you wish to upgrade to the latest version of the Licensed Software or not.
“Data Collection” means information Collected ONLY through the Licensed Software that has been collected to enable and optimize maintenance/support to You and to improve the Licensed Software and services. The Data Collection does NOT include private or personal data of ANY type related to ANY individuals.
2. LICENSE GRANT.
Subject to Your compliance with the terms and conditions of this License Agreement, BullWall grants to You the following rights: (i) a non-exclusive, non-transferable (except as stated otherwise in Section 17.1) License to use the Licensed Software solely in support of Your internal business operations in the quantities and at the use levels described in the License Instrument; and (ii) the right to make a single uninstalled copy of the Licensed Software for archival purposes which You may use and install for disaster-recovery purposes (i.e., where the primary installation of the Licensed Software becomes unavailable for use).
The term of the Licensed Software License granted under this License Agreement shall be on a non-perpetual basis software as a subscription, for the period of time indicated on the purchase order / on the applicable License Instrument. Your rights to use such non-perpetual Licensed Software shall end on the applicable end date as indicated on the purchase order / on the applicable License Instrument and You shall cease use of the Licensed Software as of such applicable end date.
2.2. INSTALLATION AND ACCEPTANCE.
You are responsible for the installation, implementation and configuration of the Software under this Agreement. Upon Your acceptance of this Agreement, BullWall will provide You with a License key to permit access to the Software. The License key for the Software is delivered to You electronically. You must protect the License key as confidential Information of BullWall. The Software will be deemed accepted upon the delivery of such License key for the Software.
3. LICENSE RESTRICTIONS.
You may not, without BullWall’s prior written consent, conduct, cause or permit the: (i) use, copying, modification, rental, lease, sublease, sublicense, or transfer of the Licensed Software except as explicitly provided in this License Agreement; (ii) creation of any derivative works based on the Licensed Software; (iii) reverse engineering, disassembly, or decompiling of the Licensed Software (except, You may decompile the Licensed Software for the purposes of interoperability only to the extent permitted by and subject to strict compliance under applicable law); (iv)
use the Licensed Software in connection with service bureau, facility management, timeshare, service provider or like activity whereby You operate or use the Licensed Software for the benefit of a third party; (v) use the Licensed Software by any party other than; (vi) use the Licensed Software above the quantity and use level that has been Licensed to You under this License Agreement or the applicable License Instrument. The Licensed Software may not be used to monitor data as a service to other organizations.
The Licensed Software is the proprietary property of BullWall or its licensors and is protected by copyright law. BullWall and its licensors retain any and all rights, title and interest in and to the Licensed Software, including in all copies, improvements, enhancements, modifications and derivative works of the Licensed Software. Your rights to use the Licensed Software shall be limited to those expressly granted in this License Agreement. All rights not expressly granted to You are retained by BullWall and/or its licensors.
5. CONTENT UPDATES.
As part of the License Agreement, You are entitled to free updates (if any) of the contents within the software that BullWall may offer.
BullWall reserves the right to require that any upgrades (if any) of the Licensed Software may only be obtained in a quantity equal to the Number indicated on the applicable Purchase Order / License Instrument. An upgrade to an existing License shall not be deemed to increase the Number of Licenses which You are authorized to use. Additionally, if You upgrade a Licensed Software License, or purchase a Licensed Software License listed on the applicable License Instrument to cross-grade an existing License (i.e., to increase its functionality, and/or transfer it to a new operating system, hardware tier or licensing meter), then BullWall issues the applicable Licensed Instrument based on the understanding that You agree to cease using the original License. Any such License upgrade or cross-grade is provided under BullWall’s policies in effect at the time of order. This License Agreement does not separately License You to additional Licenses beyond those which You have purchased, and which have been authorized by BullWall as indicated on the applicable License Instrument.
7. LIMITED WARRANTY / PERFORMANCE WARRANTY.
BullWall warrants that the Licensed Software, as delivered by BullWall and, when used, will work for a period of ninety (90) days from delivery. If the Licensed Software does not comply with this warranty and such non-compliance is reported by You to BullWall within the ninety (90) day warranty period, BullWall will do one of the following, selected at BullWall’s reasonable discretion: either (i) repair the Licensed Software, (ii) replace the Licensed Software with software of substantially same functionality, or (iii) terminate this License Agreement and refund the relevant License fees paid for such non-compliant Licensed Software. The above warranty specifically excludes defects, resulting from accident, abuse, unauthorized repair, modifications or enhancements, or misapplication. THE FOREGOING IS YOUR SOLE AND EXCLUSIVE REMEDY FOR BULLWALL’S BREACH OF THIS WARRANTY.
8. WARRANTY DISCLAIMERS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WARRANTIES SET FORTH IN SECTION 7 ARE YOUR EXCLUSIVE WARRANTIES AND ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. BULLWALL MAKES NO WARRANTIES OR REPRESENTATIONS THAT THE LICENSED SOFTWARE, CONTENT UPDATES OR UPGRADES WILL MEET YOUR REQUIREMENTS AND WILL DETECT OR ALERT ABOUT ALL DETECTIONS OR PROVIDE ERROR-FREE ANALYSIS OF ALL FILES OR DETECT ALL FORM OF FRAUD THAT OPERATION OR USE OF THE LICENSED SOFTWARE, CONTENT UPDATES, AND UPGRADES WILL BE UNINTERRUPTED OR ERROR-FREE.
9. LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL BULLWALL OR ITS LICENSORS, RESELLERS, SUPPLIERS OR AGENTS BE LIABLE TO YOU FOR (i) ANY COSTS OF PROCUREMENT OF SUBSTITUTE OR REPLACEMENT GOODS AND SERVICES, LOSS OF PROFITS, LOSS OF USE, LOSS OF OR CORRUPTION TO DATA, BUSINESS INTERRUPTION, LOSS OF PRODUCTION, LOSS OF REVENUES, LOSS OF CONTRACTS, LOSS OF GOODWILL, OR ANTICIPATED SAVINGS OR WASTED MANAGEMENT AND STAFF TIME; OR (ii) ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES WHETHER ARISING DIRECTLY OR INDIRECTLY OUT OF THIS LICENSE AGREEMENT, EVEN IF
BULLWALL OR ITS LICENSORS, RESELLERS, SUPPLIERS OR AGENTS HAVE BEEN ADVISED SUCH DAMAGES MIGHT OCCUR. IN NO CASE SHALL BULLWALL’S LIABILITY EXCEED THE FEES YOU PAID FOR THE LICENSED SOFTWARE. NOTHING IN THIS AGREEMENT SHALL OPERATE SO AS TO EXCLUDE OR LIMIT BULLWALL’S LIABILITY TO YOU FOR DEATH OR PERSONAL INJURY, ARISING OUT OF NEGLIGENCE OR FOR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY LAW. THE DISCLAIMERS AND LIMITATIONS SET FORTH ABOVE, WILL APPLY REGARDLESS OF WHETHER OR NOT YOU ACCEPT THE LICENSED SOFTWARE, CONTENT UPDATES OR UPGRADES.
10. INDEMNIFICATION FOR THIRD PARTY CLAIMS.
BullWall shall indemnify, defend and hold YOU harmless from and against any and all indemnifiable losses arising out of, by reason of, in connection with or as a result of a Third Party Claim against YOU if and to the extent any such indemnifiable loss is attributable to BullWall.
11. EXPORT REGULATION.
This Agreement is subject to any governmental laws, orders or other restrictions on the export of Software Products and related information and documentation that may be imposed by governmental authorities. Customer shall comply with any governmental laws, orders, or other restrictions on the export and re-export of Software Products (including technical data and any related information and documentation) that may be imposed from time to time by the governments of any country to which any Software Product is shipped.
This License Agreement shall terminate upon Your breach of any term contained herein. Upon termination, You shall immediately stop use of Licensed Software and destroy all copies.
The following provisions of this License Agreement survive termination of this License Agreement: Definitions, License Restrictions and any other restrictions on use of intellectual property, ownership/title, warranty disclaimers, limitation of liability, government restricted rights, export regulation, survival, and general.
You may not assign the rights granted hereunder or this License Agreement in whole or in part and whether by operation of contract, law or otherwise, without BullWall’s prior expressed written consent.
An auditor, selected by BullWall and reasonably acceptable to You, may, upon reasonable notice and during normal business hours, but not more often than once each year, inspect Your records and deployment in order to confirm that Your use of the Licensed Software complies with this License Agreement and the applicable Purchase Order / License Instrument.
14.3. COMPLIANCE WITH APPLICABLE LAW.
You are solely responsible for Your compliance with, and You agree to comply with all applicable laws, rules, and regulations in connection with Your use of the Licensed Software.
14.4. GOVERNING LAW; SEVERABILITY; WAIWER
This License Agreement will be governed by the laws of Denmark. Such governing laws are exclusive of any provisions of the United Nations Convention on Contracts for Sale of Goods, including any amendments thereto, and without regard to principles of conflicts of law. If any provision of this License Agreement is found partly or wholly illegal or unenforceable, such provision shall be enforced to the maximum extent permissible, and remaining provisions of this License Agreement shall remain in full force and effect. A waiver of any breach or default under this License Agreement shall not constitute a waiver of any other subsequent breach or default.
14.5. THIRD PARTY COMPONENTS.
This Licensed Software may contain third party components such as database drivers, SQ Light and PDF driver etc. that are all available under open source or free software Licenses. This License Agreement does not alter any rights or obligations, You may have under those open source or free software Licenses. By complying to this License Agreement, You automatically comply to “Third Party Programs License Agreement” included in this Licensed Software.
14.6. ENTIRE AGREEMENT.
This License Agreement and any related License Instrument is the complete and exclusive Agreement between You and BullWall relating to the Licensed Software and supersede any previous or contemporaneous oral or written communications, proposals, and representations with respect to its subject matter. This License Agreement prevails over any conflicting or additional terms of any purchase order, ordering document, acknowledgement or confirmation or other document issued by You, even if signed and returned. This License Agreement may only be modified by a License Instrument that accompanies or follows this License Agreement.
15. ADDITIONAL TERMS AND CONDITIONS.
Your use of the Licensed Software is subject to the terms and conditions below in addition to those stated above.
16. ADDITIONAL DEFINITIONS.
“Device” means a single computer, storage drive or other device (i) on which You can install and use the Licensed Software, (ii) from which You access and use the Licensed Software installed on a network, or (iii) a physical connection point that links together two separate devices.
“Permanently Decommissioned” means software that has been physically deleted, including but not limited to, the Licensed Software.
“Server” means an individual computer acting as a service or resource provider to client computers by sharing the resources within the network infrastructure. A Server can run server software for other computers or devices.
“Virtual Usage” means that the use of a virtual device or server is considered to be the same as the use of a physical device or server.
17. ADDITIONAL USE RIGHTS AND LIMITATIONS.
17.1. Use Levels.
You may use the Licensed Software in the quantities and at the use levels on no more than the Number of devices or servers, physical or virtual, as have been Licensed to You by BullWall under an applicable Purchase Order / License Instrument. Your License Instrument shall constitute proof of Your right to make and use such copies. You may redeploy the License for the Licensed Software from one Device or Server to a new Device or Server, where the original Device or Server is permanently decommissioned.
17.2. Data Collection; Data Protection Regulations.
The system is installed locally at Your premises or in the Private Cloud. BullWall does NOT collect private or personal data of ANY type related to ANY individuals or ANY information related to ANY cases. In connection with Your use of the Licensed Software, BullWall may collect, retain, disclose and use certain information (“Collected Data”). BullWall uses such Collected Data to enable, optimize and provide maintenance/support to You and to improve BullWall’s products and services in general, including by reviewing aggregate data for statistical analysis and software error messages. Collected Data list; System Condition (Company Name, Installed Version, Number of users, Number of File Scans and flags, Number of Cases, Run-up-time max, Error log if any, condition of services, GUID), System Settings (Settings of the License Software). If Collected Data needs to be transferred to BullWall from Your location it will be encrypted at your premises and transferred in encrypted format.
The Licensed Software may include functionality that will allow You to provide Feedback on the Licensed Software, which You may provide at Your sole discretion and You are under no obligation to provide. If You decide to provide Feedback, the following license terms apply. Any comments or suggestions provided by You regarding the Licensed Software (the “Feedback”), shall be deemed non-confidential to You. By providing such Feedback, You grant to BullWall, under Your intellectual property rights, a worldwide, royalty-free, irrevocable and non-exclusive License with the right to sublicense to BullWall’s Licensees and customers, the right to use and disclose the Feedback in any manner, BullWall chooses and to display, perform, copy, make, have made, use, sell, and otherwise dispose of BullWall’s and its sub Licensee’s products embodying such Feedback in any manner and via any media, BullWall or its sub Licensees choose without reference or obligation to You. You will not give BullWall any Feedback (i) that You have reason to believe is subject to any patent, copyright, or other intellectual property claim or right of any third party; or (ii) subject to License terms that seek to require any BullWall product incorporating or derived from any Feedback, or other BullWall intellectual property to be Licensed to, or otherwise shared with any third party. Unless otherwise set forth in this License Agreement or authorized by You in writing, BullWall shall not use or reference Your name in its public use of such Feedback.
Should You have any questions concerning this License Agreement or, if You desire to contact BullWall for any reason, please write to: (i) BullWall Customer Care, firstname.lastname@example.org