Coveware Tools Terms and Conditions

BY DOWNLOADING, INSTALLING, CLICKING “I ACCEPT” OR USING THE SOFTWARE OR TOOLS LICENSED HEREUNDER (THE “COVEWARE TOOLS”), YOU (TOGETHER WITH THE BUSINESS OR OTHER ENTITY FOR WHICH THE COVEWARE TOOLS ARE OBTAINED, “YOU”) ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THESE COVEWARE TERMS AND CONDITIONS (“AGREEMENT”) WITH COVEWARE, INC. (“COVEWARE”). THESE TERMS AND CONDITIONS ARE IN ADDITION TO ANY TERMS YOU, YOUR EMPLOYER, REPRESENTATIVE OR LEGAL COUNSEL (AS APPLICABLE) MAY HAVE ENTERED INTO WITH COVEWARE. IF YOU ARE NOT AUTHORIZED TO ENTER INTO THIS AGREEMENT OR IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MAY NOT USE COVEWARE TOOLS. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS. PLEASE PRINT A COPY OF THIS AGREEMENT FOR YOUR FUTURE REFERENCE IF YOU DECIDE TO ACCEPT.

Scope of Use

In the event of an Incident, and at Your request, certain Coveware tools may be available (collectively or individually the “Coveware Tools”). “Incident” refers to the unlawful encryption or extortion of Your property (“Extortion Property”) by an unauthorized third party (“Threat Actor”). You understand that the Coveware Tools are continually under development in response to the evolving methods of Threat Actors and have been provided solely as ancillary enhancements to Coveware’s services to be used in Your sole discretion. Each Coveware Tool is Incident specific, and not intended for future use. The Coveware Tools rely upon software and information provided by Threat Actors and could require Incident specific adjustments and coordination of the tool to gain the desired result. Notwithstanding Coveware’s efforts to mitigate risks and use industry standard practices, You agree that any use of the Coveware Tools will be entirely at Your own risk. You agree to backup data and take other appropriate measures to protect programs and data. You agree not to allow any third party to use the Coveware Tools for any purpose other than as stated herein and to indemnify and hold Coveware harmless from any damages or claims arising from unauthorized use.

Subject to the terms and conditions of this Agreement, Coveware grants to You a limited, non-exclusive, non-transferable, non-sublicensable right and license to use the object code version of the Coveware Tools for use only with respect to the Incident for which it was provided in accordance with any accompanying documentation (if any) and solely for Your internal business purposes. Subject to the limited rights expressly granted hereunder, Coveware reserves all rights, title, and interest in and to the Coveware Tools and all derivative works thereof including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein. Any modifications, updates, or upgrades to the Coveware Tools, are and shall be exclusively owned by Coveware and subject to this Agreement. You will maintain the copyright notice and any other notices that appear on or in connection with the Coveware Tools. You will not (and will not allow any third party to): (i) except for valid use during the course of an Incident, make copies of Coveware Tools that may be delivered hereunder; (ii) decompile, disassemble, reverse engineer or use any other means to attempt to discover any source code or underlying ideas or algorithms of the Coveware Tools (except to the extent and solely for the purposes permitted by applicable law); (iii) modify, translate or port the Coveware Tools; or (iv) provide, lease, use or lend the Coveware Tools for the benefit of any third party. Coveware Tools are proprietary to Coveware based upon and containing trade secrets and other confidential information of Coveware.

Disclaimer

EXCEPT AS OTHERWISE EXPRESSLY STATED IN THE AGREEMENT, ALL SOFTWARE, TOOLS, PRODUCTS, RESEARCH, DATA AND SERVICES ARE PROVIDED “AS IS.” COVEWARE EXPRESSLY DISCLAIMS ALL WARRANTIES, BOTH EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND TITLE WITH RESPECT TO ANY AND ALL SOFTWARE, TOOLS, PRODUCTS, RESEARCH, DATA AND SERVICES (OR PORTIONS THEREOF) PROVIDED HEREUNDER. COVEWARE MAKES NO REPRESENTATIONS AS TO THE LIKELIHOOD OF SUCCESS OR OUTCOMES.

Limitation of Liability

EXCEPT AS OTHERWISE PROHIBITED BY LAW, IN NO EVENT WILL COVEWARE OR ANY OF ITS REPRESENTATIVES BE LIABLE UNDER THIS AGREEMENT TO YOU, YOUR EMPLOYER, REPRESENTATIVES, LEGAL COUNSEL, BENEFICIARY OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING ANY DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF USE, DATA, REVENUE OR PROFIT, DEATH OR INJURY WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL COVEWARE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE SERVICE FEES PAID TO COVEWARE PURSUANT TO THIS AGREEMENT (IF ANY) WITHIN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE OTHER PARTY’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL BE BROUGHT WITHIN TWO (2) YEARS FROM THE LATER OF THE DATE ON WHICH THE EVENTS GIVING RISE TO THE CLAIM AROSE OR THE DATE ON WHICH THE PARTY BRINGING THE CLAIM FIRST BECAME AWARE OF THE EVENTS GIVING RISE TO THE CLAIM. YOU ACKNOWLEDGE AND AGREE THAT THIS LIMITATION REPRESENTS A REASONABLE ALLOCATION OF RISK AND, IN THE ABSENCE OF THESE LIMITATIONS OF LIABILITY, THE TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

General Terms

Relationship Between the Parties

The relationship between the parties is that of licensee/licensor. Neither party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party, nor to represent the other party as agent, employee, franchisee, or in any other capacity.

License to Government

If any user of the Coveware Tools is an agency, department or other entity of the United States Government, the use, duplication, reproduction, modification, release, disclosure or transfer of the any software or documentation is restricted in accordance with FAR 12.212 for civilian agencies and DFAR 227.7202 for military agencies. Any software provided hereunder is commercial computer software and the documentation is commercial computer software documentation. The use of the Coveware Tools and documentation is further restricted in accordance with the terms of this Agreement.

Export

You agree that U.S. export control laws and other applicable export and import laws govern your use of the Coveware Tools, including technical data. You further agree that neither the Coveware Tools nor any direct product thereof will be exported, directly, or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to its conflicts of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

Dispute Resolution

Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Connecticut before one arbitrator. Unless otherwise mutually agreed by the parties in writing, any arbitration arising out of or related to this Agreement shall be conducted in accordance with the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures as those Rules exist on the effective date of this Agreement, including Rules 16.1 and 16.2 of those Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. In any arbitration arising out of or related to this Agreement, the arbitrator is not empowered to award punitive or exemplary damages, except where permitted by statute, and the parties waive any right to recover any such damages; nor may the arbitrator award any incidental, indirect or consequential damages, including damages for lost profits.

Entire Agreement

You agree that this Agreement is the complete agreement for the Coveware Tools and the licenses granted herein, and this Agreement supersedes all prior or contemporaneous agreements or representations unless there is a signed agreement between the parties (in which case, the terms of such signed agreement shall govern and control). If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective. No changes, modifications or waivers may be made to this Agreement unless in writing and signed by both parties. The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

Contact Information

Coveware Inc., PO Box 621, 275 Post Road East STE 10, Westport CT 06881, Attention: CEO and Legal