SECTION 1: Right to use the Services; Trademark License; Ownership Rights
Subject to the provisions of the Services Agreement, Client is granted a nonexclusive, non-transferable, non-sublicensable, revocable, fee bearing, limited right to access and make use of the Services for Client’s purposes. Client agrees not to (i) sell, license (or sub-license), lease, assign, transfer, pledge, or share any of its rights under this Agreement with or to anyone else; (ii) modify, alter, reverse engineer, disassemble, de-compile, translate the Services and/or accompanying documentation, or grant any third party the right to do so; or (iii) violate any applicable laws or use the Services for any activities or content that is illegal under applicable law.
Pandora Security Labs™, the Pandora Security Labs logo, and other Pandora Security Labs graphics, logos and service names (WebRanger™, ThreatScout™, ActiveProbe™, & ProGRC™) are trademarks, service marks, or other trade dress of Pandora Security Labs or its affiliates. Pandora Security Labs’ trademarks, service marks, and trade dress have inherent meaning and substantial value because of their restricted use. Pandora Security Labs hereby grants Client a license to use Pandora Security Labs’ name and logo on its website solely to identify Pandora Security Labs as Client’s service provider. They may not be used in connection with any other product or service without Pandora Security Labs’ written permission.
Client consents to Pandora Security Labs and its affiliates using its name and logo to identify Client as a customer of Pandora Security Labs Services. Any use shall be subject to compliance with guidelines that Client may deliver to Pandora Security Labs from time-to-time regarding the use of its name and logo. This consent terminates upon termination of the Services Agreement.
SECTION 2: Access Requirements and Restrictions
Except as explicitly set forth herein, Client is solely responsible for acquiring and maintaining all of the equipment, software and services necessary to access and make use of the Services, including without limitation paying all fees and other costs related to internet access and for configuration changes that may be required to route activity to the Services. Client may access the Services only through the interfaces and protocols provided or authorized by Pandora Security Labs and its partners and agrees to set up, maintain and use the Services in strict compliance with Pandora Security Labs’ and its partners’ instructions. Client agrees that it will not access the Services through unauthorized means. As a prerequisite for provision of the Services, Client hereby agrees to ensure that all traffic to its site will be rerouted to the applicable IP address as set forth in the applicable Pandora Security Labs set up procedure and shall fully comply with all ICANN rules and regulations and any applicable internet registrar procedures.
SECTION 3: Protection of Information
SECTION 4: Services
Client acknowledges that the Services offer a platform to log, (i) monitor and respond to identified threats; (ii) identify vulnerabilities; (iii) consolidate risks and policies; and is not offered for other purposes, such as remote storage. Client agrees that for the purpose of enabling the provision of the Services, Pandora Security Labs will store log data and/or metadata on its servers contained in Client’s systems (“Client’s Data”) for the proactive protection service and nothing else.
Client acknowledges that Pandora Security Labs is not a back-up service and does not keep a copy of Client’s Content. If Client’s right to use the Services is terminated or is not renewed, Pandora Security Labs may, without notice, deny access to any of Client’s Content or delete or deny access to any data that may remain in its possession or control. Pandora Security Labs acknowledges that content of Client’s site and information its users send to the site is Client’s confidential information and it will not disclose such information to third parties.
SECTION 5: Indemnification
Client agrees to indemnify, defend and hold harmless Pandora Security Labs, its officers, directors, employees, stockholders, affiliates, agents and suppliers, from and against any and all third party claims and the related damages, losses or expenses, including but not limited to attorneys’ fees and costs, arising out of or in any way connected with Client’s Data or systems, including without limitation any claims relating to the accessibility of Client’s systems and any collection, use, or export of personal information or other data.
SECTION 6: Eligibility
Without limiting the foregoing, the Services are not available where they are illegal to use, and Pandora Security Labs reserves the right to refuse and/or cancel services to anyone at its own discretion if it believes that they are being used in violation of an applicable law or if instructed to do so by any legal authority.
Client agrees to comply with all applicable export laws and restrictions and regulations.
SECTION 7: Acceptable Use
Client agrees to comply with all applicable rules regarding online conduct and the collection and transmission of data, including all laws, rules, codes and regulations of the countries in which Client operates and from which it gathers data. Client agrees that it will not:
- Transmit, or otherwise make available any content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party;
- Transmit, or otherwise make available any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
- Interfere with or disrupt the Service or servers or networks connected to the Service;
- Transmit, or otherwise make available any content that violates any applicable laws or regulations, including export laws and regulations, or that is harmful, threatening, abusive, defamatory, or libelous;
Client agrees to be solely responsible for its users’ compliance with these terms.
Client agrees that if, at Pandora Security Labs’ and its partners’ sole determination, Client is using the Services in violation of this Section or creates an excessive burden or potential adverse impact on Pandora Security Labs’, its partners’ or its suppliers’ systems, business or customers, Pandora Security Labs, its partners or suppliers may flag or block content or suspend or terminate Client’s access to the Services without notice to Client and Pandora Security Labs will have no liability to Client regarding the deletion, blocking or removal of content or the suspension or termination of Services.
SECTION 8: Disclaimers
VENDOR, PANDORA SECURITY LABS AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AND ANY EXPRESSED OR IMPLIED WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PANDORA SECURITY LABS MAKES NO WARRANTY THAT:
- THE SERVICES WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS;
- THE APPLICABLE SYSTEM OF THE CLIENT WILL BE AVAILABLE AT ALL TIMES, UNINTERRUPTED OR FREE FROM DOWNTIME OR INOPERABILITY;
- THE SERVICES WILL WITHSTAND ATTEMPTS TO EVADE SECURITY MECHANISMS OR THAT THERE WILL BE NO BREACH OF THE SERVICES’ SECURITY MEASURES.
SECTION 9: Limitation of liability
IN NO EVENT SHALL PANDORA SECURITY LABS, VENDORS OR SUPPLIERS HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, INCOME, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, WHETHER IN CONTRACT, TORT OR UNDER ANY THEORY OF LIABILITY EVEN IF PANDORA SECURITY LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE TOTAL AND AGGREGATE LIABILITY OF PANDORA SECURITY LABS, VENDORS AND THEIR AFFILIATES AND SUPPLIERS TO CLIENT OR ANY THIRD PARTY SHALL BE LIMITED TO THE AMOUNT OF FEES PAID BY CLIENT FOR THE SERVICES DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM.
CLIENT ACKNOWLEDGES AND AGREES THAT PANDORA SECURITY LABS AND VENDOR HAVE OFFERED THE SERVICES AND SET THEIR PRICES IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN CLIENT , VENDOR AND PANDORA SECURITY LABS. PANDORA SECURITY LABS WOULD NOT BE ABLE TO PROVIDE THE SERVICES ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
SECTION 10: Termination
SECTION 12: Assignment
SECTION 13: Applicable Law
The Services Agreement and any action related thereto shall be governed by the laws of the Republic of the Philippines, without regard to the conflicts of law provisions thereof. The provisions of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply.
SECTION 14: General