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 * PRODUCTS
    * Network Detective Pro
    * VulScan
    * Compliance Manager
    * Cyber Hawk

 * SERVICES
    * Product Onboarding
    * Powered Services Pro
    * 
    * Semel Systems

 * RESOURCES
 * COMPANY
    * Contact Us
    * About Us
    * Customer Reviews
    * Blog
    * In the News
    * Press Releases
    * Subscription Info
    * Careers
    * Awards
    * Community

 * REQUEST A DEMO
 * CUSTOMER LOGIN
 * Upcoming Events

 * CUSTOMER LOGIN
 * UPCOMING EVENTS

 * PRODUCTS
   * Network Detective Pro
   * VulScan
   * Compliance Manager
   * Cyber Hawk
 * SERVICES
   * Product Onboarding
   * Powered Services Pro
   * 
   * Semel Systems
 * RESOURCES
 * COMPANY
   * Contact Us
   * About Us
   * Customer Reviews
   * Blog
   * In the News
   * Press Releases
   * Subscription Info
   * Careers
   * Awards
   * Community
 * REQUEST A DEMO
 * CUSTOMER LOGIN
 * Upcoming Events


NETWORK DETECTIVE PRO

IT ASSESSMENTS MADE EASY

CLOUD ASSESSMENTS

Microsoft Cloud

IT ASSESSMENTS

Network Security Exchange SQL Server

COMPLIANCE ASSESSMENTS

HIPAA PCI

ADD-ONS

Reporter

Fully automated IT Assessments for ongoing discovery and reporting.

OVERVIEW


VULSCAN

NETWORK VULNERABILITY SCANNING

The vulnerability management platform for the rest of us.

OVERVIEW


CYBER HAWK

INTERNAL THREAT DETECTION

Create, sell & deliver your own branded insider threat detection service.  

OVERVIEW


COMPLIANCE MANAGER

COMPLIANCE PROCESS AUTOMATION

Prove your IT security systems are working and generate essential evidence of
compliance for any standard.

COMPLIANCE STANDARDS

NIST CSF CMMC HIPAA GDPR (EU & UK) Cyber Insurance
OVERVIEW


SUBSCRIPTION END USER SOFTWARE LICENSE AGREEMENT

This End User License Agreement (this “Agreement”) is between the legal entity
or entities that accept(s) this Agreement by physical or electronic signature,
or by a click-through acceptance (“Licensee”), and RapidFire Tools (“RFT”). This
Agreement is effective as of the earlier of the date set forth on the signature
page hereto or the date on which this Agreement is accepted through an
accompanying Order Form, or the click-through date as applicable (such date, the
“Effective Date”).

This Agreement applies to all Software licensed from RFT including any
pre-release or beta versions of the Software, any Support Services or
Professional Services performed by RFT, any Hardware provided by RFT with
Software pre-installed, any demonstration or trial versions of the Software, and
the Documentation. If Licensee is bound to more than one agreement with RFT with
respect to the Software or the Service(s), and if those agreement terms vary,
then the order of precedence of those agreements is as follows: an agreement
executed by RFT and Licensee that expressly supersedes all other agreements, an
electronic version of an agreement accepted pursuant to an Order Form or formal
written quote, and any other electronic agreement provided with the Software.

1.0   Definitions. The terms in this section shall have the meanings described
below, and other terms may be defined within the context of this Agreement.

1.1. “Confidential Information” means information that is designated in writing
as “confidential” at the time of disclosure, or which constitutes the trade
secrets of a party under the governing law of this Agreement. Confidential
Information also includes the Object Code of the Software, the pricing structure
for the Software and Services provided to Licensee, and any other proprietary
information owned by RFT and which is provided or disclosed to Licensee at any
time. Notwithstanding the foregoing, Confidential Information does not include
information that the receiving party can demonstrate: (a) is in the public
domain or is generally publicly known through no improper action by the
receiving party; (b) was rightfully in the receiving party’s possession or known
by it prior to receipt from the disclosing party; (c) is rightfully disclosed
without restriction to the receiving party by a third party without violation of
any confidentiality covenant by such third party; or (d) is independently
developed by the receiving party without use of the Confidential Information of
the disclosing party.

1.2. “Customer Data” means any and all of Licensee’s and its User’s data,
information, and materials that are uploaded by or on behalf of Licensee or that
are accessed by RFT in connection with Licensee’s or its User’s use of the
Software.

1.3. “Documentation” means any documentation distributed by RFT or its
authorized resellers pertaining to the Software, including without limitation
any accompanying or online user guides, technical information relating to the
Software, user documentation, and technical data sheets in effect on the
Effective Date, in each case, as may be updated or amended by or on behalf of
RFT from time to time. Documentation also includes any applicable Order Form and
SOW.

1.4. “Fees” means the subscription and other fees set forth in this Agreement or
any Order Form or SOW for the purchase of Software licenses, Hardware, or
Services.

1.5. “Hardware” has the meaning set forth in Section 10.

1.6. “Licensee’s Customers” has the meaning set forth in Section 2.

1.7. “Object Code” means computer programming code in the form not readily
perceivable by humans and suitable for machine execution without the intervening
steps of interpretation or compilation.

1.8. “Order Form” means any RFT form detailing an order which is incorporated
into and becomes a part of this Agreement. Depending on the Software ordered,
the Order Form may be completed online or may take the form of a written order
form, invoice, quote, billing statement, or SOW. In the event of any discrepancy
between this Agreement and an Order Form, this Agreement shall govern.

1.9. “Professional Services” means implementation and other services requested
by Licensee with respect to the Software or the Service.

1.10. “Service” means the use of the Software as offered by RFT on a hosted
basis.

1.11. “Software” means the Object Code form of the RFT software licensed under
this Agreement, including any updates, upgrades, or other modifications thereof
delivered or made accessible to Licensee as part of the Services or otherwise
pursuant to this Agreement.

1.12. “SOW” means a RFT-originated, mutually executed statement of work, work
order, or other similar document that references this Agreement and which, upon
its mutual execution by Licensor and Licensee, will be automatically
incorporated by reference into, and governed under, this Agreement.

1.13. “Term” has the meaning set forth in Section 12.0.

1.14. “Third Party Materials” means software, interfaces, and firmware, licensed
by RFT from third parties and which are incorporated into and/or distributed as
part of the Software.

1.15. “User” means an individual who is authorized by Licensee to use the
Software within its organization or, if applicable, within a multi-tenant or
managed services environment, and to whom Licensee has supplied a user
identification and password. Users may include, for example, Licensee’s
employees, consultants and contractors.

2.0   Grant of Limited License (the “License”). Subject to the terms of this
Agreement, including any restrictions set forth in the applicable Order Form and
the payment of Fees in accordance with the applicable Order From, RFT grants
Licensee during the Term, a non-sublicensable, nonexclusive, revocable,
nontransferable right to use the Software in Object Code as provided by RFT or
the Service as made available by RFT, for the number of authorized Users (or
“Seats”) as specified on the applicable Order Form. Such use shall be limited to
authorized Users, shall not exceed the number of purchased Seats, and shall be
used for Licensee’s internal business purposes only. If the Software is
authorized to be used in a multi-tenant environment or as part of a managed
services solution (a “Managed Service”), then Licensee hereby agrees that the
Software will be used solely in furtherance of Licensee’s provision of the
Managed Service and not for any other purpose by any unauthorized third party
and, if required by RFT from time to time in RFT’s sole discretion, each User
shall accept the terms of an end user license agreement for the Software.

2.1.  Except for one copy made solely for back-up or test purposes with respect
to on-premises Licenses, Licensee may deploy or possess only the number of
copies of the Software as expressly specified on the Order Form, and only in
accordance with the applicable Documentation; otherwise, Licensee shall not copy
or distribute the Software, the Documentation or any other written materials
accompanying the Software. Licensee will be responsible for ensuring that any
use of the Software by its Users, MSPs and customers is permitted by this
Agreement. The Software licensed or the Service provided hereunder is licensed
or provided, as applicable, solely for use in connection with Licensee’s
internal business requirements, or the provision of any permitted MSP services
provided by Licensee to its customers (the “Licensee’s Customers”) and may not
be used for any other purpose, and any and all such uses shall be subject to all
of the terms and conditions of this Agreement applicable to Licensee.

2.2.  Restrictions. Licensee will not remove, alter, or obscure proprietary
notices that appear on or in the Software and Documentation, and will reproduce
them on or in any copies. Licensee will not (and will not allow any User or
other third party, including Licensee’s Customers, to) (i) decompile,
disassemble, reverse compile, or reverse engineer or attempt to discover any
source code or underlying ideas or algorithms of any Software (except to the
extent that applicable law prohibits such restrictions), (ii) modify, or create
derivative works based on the Software (iii) provide, sell, give, rent, lease,
lend, loan, distribute, transfer, use for timesharing or service bureau purposes
or otherwise use or allow others to use the Software for the benefit of any
third party (except to the extent that the Software forms part of the services
being provided by Licensee to Licensee’s Customers), (iv) use any Software, or
allow the transfer, transmission, export, or re-export of any Software or
portion thereof, in violation of any U.S. or any other applicable export control
laws or regulations, (v) develop keys or license codes other than license keys
provided by RFT for the Software or attempt to defeat or circumvent any such
keys or any other access restrictions included in the Software or determine how
any such keys are developed, or (vi) use or copy the Software except as
expressly permitted in Section 2. All the limitations and restrictions on
Software in this Agreement also apply to Documentation.

3.0   Usage Limits. Licensee’s usage of the Software is subject to usage limits,
including, for example, the quantities specified in an Order Form. Unless
otherwise specified, (a) a quantity in an Order Form may refer to sets, users,
devices, storage or other metrics as applicable to the Software or Service, and
such usage of the Software or Service may not exceed the applicable usage
metric, (b) a User’s password may not be shared with any other User or person,
or used simultaneously with multiple instances of the Software, and (c) a User
identification may be reassigned to a new individual replacing one who no longer
requires use of the Software or Service. If Licensee exceeds a contractual usage
limit, Licensee will execute an Order Form for additional quantities of the
applicable Software promptly upon RFT’s request, and/or pay any invoice for
excess usage in accordance with the payment terms and pricing set forth in this
Agreement and any Order Form.

4.0   Special Offers and Promotions. Buy-It-Now offers, event pricing and other
special discounts provided during the initial subscription period are not
available on renewal or by reactivation of product subscriptions that were
previously cancelled by Licensee. Renewal pricing is based on standard published
current rates then in effect at the time of renewal. Initial subscription period
includes only the first year of multi-year subscriptions and, therefore,
Buy-It-Now offers, event pricing and other special discounts will not be applied
after the first year unless expressly offered and extended at time of purchase.

5.0   Responsibilities. Licensee will (a) be responsible for its Users’
compliance with this Agreement, (b) be responsible for the accuracy, quality and
legality of Customer Data and the means by which Licensee acquires and uses any
Customer Data, (c) use commercially reasonable efforts to prevent unauthorized
access to or use of the Software, Services and Customer Data, and notify RFT
promptly of any such unauthorized access or use, (d) use the Software only in
accordance with its Documentation and applicable laws and government
regulations, and (e) comply with terms of service of RFT as published from time
to time on RFT’s website(s), which are hereby incorporated into this Agreement
by reference.

6.0   Third Party Materials. Some Third-Party Materials may be subject to other
terms and conditions, which may be found in a “Read Me” or “About” or similar
file in the Software or Software documentation. If Licensee does not agree to
such terms, Licensee agrees not to use the Software or any Third-Party
Materials.

7.0   Customer Data. Licensee hereby grants to RFT a nonexclusive, worldwide,
royalty-free, fully-paid, transferable license to host, cache, record, copy,
view, and display Customer Data for the purpose of providing the Software and
Services to Licensee: (a) internal use by RFT and its affiliates; (b) any
purpose related to the billing, activation, provision, maintenance, upgrades,
updates, deactivation and/or use of the Service or the Software and/or related
products and/or services; (c) any purposes permitted by any applicable law.
Except as set forth in this Agreement, as between RFT and Licensee, Licensee
retains all right, title, and interest in and to Customer Data. Licensee shall
have sole responsibility for the accuracy, quality, integrity, legality,
reliability, appropriateness, and right to use Customer Data, and Licensee
agrees that, except for RFT’s gross negligence or willful misconduct, RFT shall
not be responsible or liable for the unauthorized access to, alteration of, or
deletion, correction, destruction, corruption, damage, loss or failure to secure
or store Customer Data. Licensee acknowledges and agrees that it bears sole
responsibility for adequately controlling, processing, storing and backing up
its Customer Data. RFT reserves the right, but not the obligation, to refuse to
post or to remove any information or materials, in whole or in part, that RFT
believes to be unacceptable, undesirable, or in violation of this Agreement or
the rights of third parties. Licensee represents, warrants, and covenant that:
(a) it is the owner or authorized licensee of Customer Data and has the right to
grant the rights set forth herein; (b) it has obtained all consents necessary
under applicable law to disclose Customer Data to RFT; and (c) it will not
publish, post, upload, record, or otherwise distribute or transmit any data or
other material that: (i) infringes or would infringe any copyright, patent,
trademark, trade secret or other proprietary right of any party, or any rights
of publicity or privacy of any party; (ii) violates any law, statute, ordinance,
or regulation; (iii) is inappropriate, profane, defamatory, libelous, obscene,
indecent, threatening, harassing, or otherwise unlawful; (iv) is harmful to
minors or otherwise pornographic; (v) contains any viruses, Trojan horses,
worms, time bombs, cancelbots, corrupted files, or any other similar software,
data, or programs that may damage, detrimentally interfere with, surreptitiously
intercept, or expropriate any system, data, Personal Information, or property of
another; (vi) is materially false, misleading, or inaccurate; and/or (vii)
contains information for which Licensee does not have the right to permit RFT to
access and process any Customer Data.

8.0   Support and Maintenance. While the license for Software remains effective
and the applicable fees have been paid in accordance with this Agreement, RFT or
any of its affiliates will use commercially reasonable efforts to provide the
Licensee with the support and maintenance services for the Software or the
Service as described in RFT’s then-current support and maintenance program, a
copy of which is located on RFT’s web site (“Support Services”). RFT may elect
to change the fees for and the terms of its Support Services or terminate
Support Services for the Software or the Service.

9.0   Proprietary Rights. The Software is licensed, not sold, to Licensee.
Similarly, the Services are provided on a subscription basis only, and are not
sold to Licensee. RFT and its affiliates, suppliers and licensors own and retain
all right, title and interest in and to: (a) the Software, Service, and
Documentation (including all copies, components thereof and all upgrades,
modifications, enhancements and derivative works thereof); and, (b) all
copyrights, patent rights, trade secret rights, trademark and other intellectual
property and other proprietary rights embodied in or relating to the Software,
Service or Documentation. Licensee acknowledges and agrees that it shall have no
rights with respect to any of the foregoing other than the limited rights
expressly set forth in this Agreement. RFT expressly reserves all rights in the
Software, Service and Documentation not specifically granted to Licensee. It is
acknowledged that all right, title and interest in and to the Software, Service
and Documentation will remain vested exclusively with RFT.

10.0 Hardware. Delivery to Customer of any hardware and software pre-installed
on the hardware (together, the “Hardware”) shall be made FCA (Incoterms 2010)
our or our affiliate’s or subcontractor’s designated facility in Libertyville,
IL or Canton, MA or any other location as designated by us from time to time or
according to the applicable trade term specified on the Order Form. Risk of loss
or damage to such hardware and pre-installed Software and title to any such
Hardware shall pass to Customer upon delivery.

11.0 Fees and Payment.

11.1. Payment Terms. Licensee shall pay to RFT the Fees due for the Software in
accordance with terms of this Agreement and any applicable Order Form. Except as
otherwise specified herein or in an Order Form, (a) fees are based on Software
licensed and Services purchased and not actual usage, (b) all payment
obligations under this Agreement are non-cancelable and non-refundable, and (c)
quantities purchased cannot be decreased during the relevant subscription term.
Any payments more than thirty (30) days overdue will bear a late payment fee of
2.0% per month, or, if lower, the maximum rate allowed by law. All amounts
payable by Licensee are exclusive of any taxes, fees, duties, shipping, or other
charges, however designated, now or hereafter levied. Licensee will be
responsible for all taxes (other than RFT income taxes), fees, duties, shipping
or other such charges under this Agreement. Licensee agrees to be responsible
for payment for all activity by third parties who access or use the Software
through Licensee’s account regardless of whether such activity was authorized by
Licensee or not. Licensee is responsible for all incidental charges related to
using the Software such as charges for Internet access, third party software
licenses, text messaging, or other data transmission.

11.2. Payment method; Credit Card Authorization. Until all amounts due have been
paid in full, Licensee agrees to keep its payment information current at all
times and authorizes RFT to charge such payment method (including but not
limited to credit card, debit card, wire transfer and/or automated clearing
house) provided by Licensee, all amounts due under this Agreement, including
without limitation, usage beyond the amount specified in the applicable Order
Form. All prices are given and must be paid in the currency listed on the
applicable Order Form.

11.3. Invoicing. RFT may invoice Licensee electronically or by paper invoice.
Licensee must notify RFT within ninety (90) days of the receipt of the invoice
of any billing errors thereon. If Licensee does not notify RFT within this time,
RFT will not be required to correct the error or make adjustments to Licensee’s
account and Licensee hereby waives any claim, allegation or contention with
respect to such invoice.

12.0 Term; Termination; Suspension.

12.1. License Fee. The Licensed Software is offered on a subscription basis
(“License Fee”). Licensee agrees by accessing the Licensed Software to be
responsible for all License Fees associated with said software. Unless the
published terms specify otherwise, initial purchases of Licensed Software and
renewals thereof are sold by subscription for a 1-year or 3-year term based on
the Licensee’s selection at time of order (even when paid for monthly, up-front
annually or by some other payment plan) and may not be resold, shared, or
distributed to other resellers, companies, or end-users. On renewal, Licensed
Software will renew on the same payment terms (i.e. monthly or annual) as the
original purchase unless you notify RFT of your intent to change payment plans,
which is your option. Licensee cannot terminate a subscription that is paid for
on a monthly basis until the end of the subscription period.

12.2. Unlimited Use Versions. Small and Mid-Sized Managed Services Providers
(“MSP”) with revenue less than $50 million per year are licensed to use the
unlimited versions of the Licensed Software on a per location basis, which means
that all physical office addresses of the MSP and geographic MSAs (Metropolitan
Statistical Area) supported (and not individual MSP client sites) need to
purchase a separate software license and pay a separate License Fee. Large MSPs,
those with revenue in excess of $50 million annually, must purchase one License
Fee for the Licensed Software for each $50 million in revenue or for each
physical location of the MSP or geographic MSA supported where the Licensed
Software is being used, whichever is greatest. An MSP is a third-party
organization that manages IT resources for customers in four areas: network and
telecommunications, IT hardware infrastructure, applications, and security. MSPs
who engage the services of a “Master” MSP must purchase their own copy of the
Licensed Software even if the Master MSP already owns a license. Other service
providers including ISPs, Telcos, Independent Software Vendors (ISVs), and IT
departments must purchase one copy of the Licensed Software for each physical
site where the Licensed Software is being used. For unlimited versions of
Licensed Software, MSPs do not need to purchase a separate copy of the Licensed
Software for each customer. The Compliance Manager product is specifically not
sold as an unlimited version subscription and the Licensed Software is purchased
by subscription with a limit of ten (10) licenses unless otherwise specified in
an Order Form accepted and approved by RFT. The Compliance Manager subscription
includes all compliance standards currently supported by RFT.  One license is
consumed for each customer site where Compliance Manager is deployed with a
limit of 250 computer systems per site. Customer sites with more than 250
computer systems require an additional license for each 250 computer systems.
Sites can include multiple compliance standards under the same, single license.

12.3. Term. The Licensee will be bound for the entire Term of this Agreement.
“Term” is defined as the period of time beginning on the Effective Date and
ending on the date set forth in the Order Form, or, if later, the expiration
date of any SOW. If the Order Form does not contain a termination date, the Term
shall be deemed to end on the later of the three-year anniversary of the
Effective Date and the expiration date of any SOW. Except as otherwise specified
in an Order Form, at the end of any Term, subscriptions will automatically renew
for additional Terms equal to the greater of the expiring Term length or three
(3) years, unless either party gives the other party notice of non-renewal at
least 30 days and no more than 60 days before the end of the relevant Term.
Subject to paragraph 4 above, Licensor reserves the right within a Term to
increase the subscription price not more than five percent (5%) plus any
increase in the Consumer Price Index published by the U.S. Bureau of Labor
Statistics during the immediately prior year.

12.4. Termination; Suspension. This Agreement and all rights and licenses
granted hereunder will automatically terminate upon the earlier of (a) the date
that is thirty (30) days following a party’s receipt of written notice of any
material breach delivered by either party to the other party provided that any
such breach remains uncured at the end of such notice period or immediately in
the case of any breach of Sections 2 or 3 by Licensee and (b) the end of a Term
that is not renewed. Furthermore, and without derogating from any rights or
remedies of RFT, RFT shall be entitled to suspend any Service and the use of the
Software by Licensee should Licensee breach any term of this Agreement,
including without limitation failing to pay any amounts due in a timely manner,
or if continued provision of Services poses a risk to RFT in its sole
discretion. Upon termination of this Agreement, or if the license ceases to be
effective, Licensee shall immediately cease all use of all Software and
Documentation and return or (upon RFT’s request) destroy all copies of all
Software and Documentation and all portions thereof and so certify in writing to
RFT and immediately pay all amounts due to RFT hereunder. Except as otherwise
expressly provided herein, the terms of Sections 2, 11, 13, 15 and 16 shall
survive any termination or non-renewal of this Agreement. Termination is not an
exclusive remedy and all other remedies available under applicable law or in
equity will be available to RFT whether or not termination occurs.

13.0 Indemnification.

13.1. RFT Indemnification. RFT shall defend Licensee against any third party
claims that the Software infringes any United States patent or United States
copyright or misappropriates any trade secret (to the extent it qualifies as a
trade secret under New York law), and pay any costs and damages finally awarded
by a court of competent jurisdiction or agreed upon in settlement with respect
to such claims, provided RFT is promptly notified of any and all threats, claims
and proceedings related thereto and given reasonable assistance and sole control
over defense and settlement. RFT will not be responsible for any settlement it
does not approve in writing. The foregoing obligations do not apply with respect
to Software or portions or components thereof (a) not supplied by RFT, (bi) made
in whole or in part in accordance to Licensee’s specifications, (c) that are
modified after delivery by RFT, (d) combined with other products, processes or
materials where the alleged infringement relates to such combination, (e) where
Licensee continues allegedly infringing activity after being notified thereof or
after being informed of modifications that would have avoided the alleged
infringement, or (f) where Licensee’s use of the Software is not strictly in
accordance with this Agreement or with the Documentation.

13.2. Licensee Indemnification. Licensee agrees to defend, indemnify, and hold
harmless each of RFT, its affiliates and respective officers, employees,
consultants, shareholders and representative from and against any and all
claims, liabilities, damages, and/or costs (including attorneys’ and expert
witness fees, costs and other expenses) arising out of or related to: (a) any
actual or alleged violation of this Agreement or applicable law, rule or
regulation by Licensee or any person accessing or using the Software or services
by or through Licensee; (b) any actual or alleged infringement or
misappropriation by Licensee, or any person accessing or using the Software by
or through Licensee, of any intellectual property or privacy or other right of
any person or entity (except claims of infringement or misappropriation arising
solely from use of the Software as provided under this Agreement); (c) any
claims by any of Licensee Customers (except claims of infringement or
misappropriation arising solely from use of the Software as provided under this
Agreement), or arising out of or relating to Licensee’s relationship with any of
Licensee Customers; or (d) Customer Data.

14.0 Limited Warranty and Disclaimer. RFT warrants to Licensee for a period of
thirty (30) days from Licensee’s first use of the Software (the “Warranty
Period”) that the Software will operate substantially pursuant to the
Documentation for the Software. This warranty covers only problems reported to
RFT in writing during the Warranty Period, and which are capable of being
observed or reproduced by RFT. SOFTWARE OR ANY PART THEREOF WHICH HAS BEEN
SUBJECT TO ABUSE, MISUSE, ACCIDENT, ALTERATION, MODIFICATION, NEGLECT, OR
UNAUTHORIZED REPAIR OR INSTALLATION IS NOT COVERED BY THIS WARRANTY. ANY
LIABILITY OF RFT UNDER THIS WARRANTY WILL BE LIMITED EXCLUSIVELY TO REPAIR OR
REPLACEMENT OF THE SOFTWARE OR, IF REPAIR OR REPLACEMENT IS INADEQUATE AS A
REMEDY OR, AT RFT’S DETERMINATION, IMPRACTICAL, TO REFUND OF THE LICENSE FEE
PAID FOR SUCH SOFTWARE. EXCEPT FOR THE FOREGOING, ALL SOFTWARE IS PROVIDED “AS
IS” WITHOUT WARRANTY OF ANY KIND INCLUDING WITHOUT LIMITATION, ANY IMPLIED
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR
NONINFRINGEMENT. FURTHER, RFT DOES NOT WARRANT RESULTS OF USE, THAT THE SOFTWARE
IS BUG FREE OR THAT THE SOFTWARE WILL PROVIDE ANY PROTECTION AGAINST VIRUSES OR
ANY NETWORK INTRUSION OR SECURITY BREACH, OR THAT THE USE OF SOFTWARE WILL BE
UNINTERRUPTED OR ERROR FREE. THE SOFTWARE AND/OR SERVICE ARE NOT FAULT TOLERANT
AND ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN LIFE-DEPENDENT OR
HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION
OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATIONS SYSTEMS, AIR
TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES, OR WEAPONS SYSTEMS, IN WHICH THE
FAILURE OF THE SOFTWARE OR SERVICE COULD LEAD TO DEATH, PERSONAL INJURY OR
PHYSICAL OR ENVIRONMENTAL DAMAGE. TO THE EXTENT LICENSEE USES THE SOFTWARE OR
SERVICE IN SUCH ENVIRONMENT, IT EXPRESSLY ASSUMES ALL RISK THEREFOR.

14.1 Limitation of Liability. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR
OTHERWISE, AND EXCEPT FOR BODILY INJURY CAUSED BY GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT BY RFT’S EMPLOYEES, AND TO THE FULLEST EXTENT PERMITTED UNDER
APPLICABLE LAW, RFT AND ITS SUPPLIERS AND LICENSORS SHALL NOT BE LIABLE OR
OBLIGATED WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING
WITHOUT LIMITATION INDEMNIFICATION OBLIGATIONS) OR UNDER ANY CONTRACT,
NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY
AMOUNTS IN EXCESS IN THE AGGREGATE OF THE FEES PAID TO IT BY LICENSEE FOR THE
SOFTWARE LICENSED HEREUNDER DURING THE SIX MONTH PERIOD PRIOR TO THE CAUSE OF
ACTION, (II) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY,
SERVICES OR RIGHTS, OR (III) FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR
CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF
USE OR DATA, DAMAGE TO SYSTEMS OR EQUIPMENT, BUSINESS INTERRUPTION OR COST OF
COVER) IN CONNECTION WITH OR ARISING OUT OF THE DELIVERY, PERFORMANCE OR USE OF
THE SOFTWARE, DOCUMENTATION, ANY OTHER MATERIALS PROVIDED BY RFT OR OTHER
SERVICES PERFORMED BY RFT, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS
CONDUCT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, EVEN IF RFT HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES). YOU ACKNOWLEDGE AND AGREE THAT RFT WOULD
NOT ENTER INTO THIS AGREEMENT UNLESS IT COULD RELY ON THE LIMITATIONS DESCRIBED
IN THIS PARAGRAPH.

15.0 Licensee Representations. Licensee represents and warrants that: (a) the
individual signing or accepting this Agreement has all necessary corporate or
other authority to bind the entity that it purports to make party hereto, (b)
Licensee has all necessary corporate or other authority or licenses to perform
its obligations hereunder.

16.0 Legal & Insurance Disclaimer. Licensed Software is not an insurance policy
and is not a substitution or replacement for Errors and Omissions (E&O)
insurance or other professional liability insurance. Company makes no claims of
efficacy or ability of Licensee to use the Company software products sold or
promoted on its website, nor does it warrant any claims of others that may be
presented in video, audio, blogs, forums, or any other portal available within
or through the Company website. The licensed products are software tools for
assisting in IT and security assessments and for use with compliance reporting.
They are not intended to provide legal advice nor are they a replacement or
substitute for legal counsel. The issues discovered through use of the tools and
the recommendations expressed in the accompanying reports are the opinions of
Company and may not reflect your own best practices. Licensee should review the
reports and forms in consultation with your legal counsel and make any necessary
changes to ensure that they suit your business needs. In addition, Company
provides sample managed service agreements, business associate agreements, legal
templates and other self-help services as a convenience with your subscription.
We are not a law firm or substitute for your own counsel. Licensee should
consult with your law firm and have these sample documents reviewed and
evaluated before using.

17.0 Confidentiality. Each party agrees to hold the other party’s Confidential
Information in confidence and not to use it for any purpose other than the
purposes permitted under this Agreement. Each party agrees to use the same
standard of care to protect Confidential Information as it uses to protect its
own similar confidential and proprietary information, but not less than a
reasonable standard of care. The terms of this Agreement constitute Confidential
Information. Confidential Information of the other party may only be disclosed
to those Affiliates, employees, contractors and advisors of Company or of RFT,
as applicable, on a need-to-know basis and who agree to be bound by
confidentiality restrictions at least as restrictive as those contained in this
Agreement; provided, that nothing shall prevent or prohibit a party from using
or disclosing Confidential Information as may be required by law, rule,
regulation or legal process. Confidential Information remains at all times the
property of the disclosing party. Unless otherwise explicitly set forth herein,
no licenses or rights under any patent, copyright, trademark, or trade secret
are granted or are to be implied with respect to Confidential Information. RFT
may identify Licensee as a customer when referring to lists of customers.
Furthermore, RFT may automatically extract and use Licensee’s data and
information internally for the limited use of its research and analysis as may
be necessary to enhance and improve the software and services it provides to its
customers, provided always that any such retained data or information of
Licensee shall be for internal use only and shall be used in a de-identified
manner only.

18.0 Monitoring; Auditing. Licensee understands that the Software is programmed
to track the number of deployed copies of the Software, authorized devices,
users and other usage related data, and Licensee consents to such operations and
shall not engage in any activity designed to circumvent or obstruct, or which
has the effect of circumventing or obstructing, the Software’s tracking
capabilities. Licensee grants to RFT the right to monitor usage by all of its
users and to audit its books, records and accounts, at RFT’s expense, during
Licensee’s normal business hours to verify compliance with this Agreement, and
Licensee agrees to make available to RFT or its representatives any records
pertaining to this Agreement. If any audit reveals that any additional amounts
are owed in excess of five percent (5%) of the total Fees paid during the
audited time period, then such owed amounts will be paid immediately and the
cost of such audit shall be reimbursed by Licensee. Furthermore, in the event
that Licensee uses any Software other than as licensed under this Agreement (or
under another agreement executed by the parties), in addition to any other
remedies available to RFT, Licensee agrees to pay RFT the then current
subscription Fees and any related Service fees for such unauthorized use.

19.0 Assignment. Neither this Agreement nor the rights and licenses granted
hereunder are assignable or transferable by Licensee without the prior written
consent of RFT; any attempt to do so shall be null and void ab initio. RFT may
assign this Agreement in whole or in part.

20.0 Notices and Electronic Communications. RFT may give notice by means of a
general notice on the Software, electronic mail to Licensee’s e-mail address on
record in RFT’s account information, or by written communication sent by first
class mail or pre-paid post to Licensee’s address on record in RFT’s account
information. Such notice shall be deemed to have been given 48 hours after
delivery by first class mail or pre-paid post or 12 hours after sending by
email. Licensee shall give notice to RFT (such notice shall be deemed given when
received by RFT) by confirmed mail delivery to its office at 26 West 17th
Street, 9th Floor, New York, New York 10011, Attn: General Counsel.

21.0 Compliance with Laws and Export Control. Licensee shall abide by all
applicable local, state, national and foreign laws, rules, treaties and
regulations in connection with its use of the Software, including those related
to data privacy, international communications and the transmission of technical
or personal data. Licensee acknowledges that RFT may discontinue provision or
performance of the Software or Services or terminate the license to the Software
granted hereunder following any changes in any relevant applicable law, which in
the sole discretion of RFT, makes performance impossible, or illegal. Licensee
further acknowledges that the Software and related technology and technical data
(collectively “Controlled Technology”) may be subject to the import and export
laws of any country where Controlled Technology is imported or re-exported,
including U.S Export Administration Regulations. Licensee agrees not to export,
re-export, import or provide any Controlled Technology to any prohibited country
(such as embargoed countries), entity, or person (such as designated nationals)
for which a license or other governmental approval is required or is otherwise
prohibited. All Controlled Technology is prohibited for export or re-export to
prohibited countries as listed at:
http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx or
to any country subject to similar trade sanctions. Licensee further agrees that
it will not use, export or sell any Controlled Technology for use in connection
with chemical, biological, or nuclear weapons, or missiles, drones or space
launch vehicles capable of delivering such weapons.

22.0 Governing Law; Jurisdiction. This Agreement shall be governed by the laws
of the State of New York and controlling United States federal law, without
regard to the choice or conflicts of law provisions of any jurisdiction, and any
disputes, actions, claims or causes of action arising out of or in connection
with this Agreement or the Software shall be subject to the exclusive
jurisdiction of the state and federal courts located in the Borough of
Manhattan, New York, New York. The 1980 United Nations Convention on Contracts
for the International Sale of Goods and its related instruments will not apply
to this Agreement. This choice of jurisdiction and venue does not prevent either
party from seeking injunctive relief in connection with any breach or threatened
breach of this Agreement or enforcement or recognition of any award or order in
any appropriate jurisdiction. In addition, the parties agree that they may only
bring claims against the other in their individual capacities and not as a
plaintiff, class representative or member in any purported class or
representative proceeding. The parties hereby agree that each is waiving all
respective rights to a trial by jury regarding any disputes, actions, claims or
causes of action arising out of or in connection with this Agreement or the
Software. Any claim by either party arising out of or related to this Agreement
must be brought no later than two (2) years after it has accrued. If RFT
commences litigation in connection with this Agreement, it will be entitled to
recover its reasonable attorneys’ fees, costs and other expenses.

23.0 Government End Users. The Software and Documentation are comprised of
“commercial computer software” and “commercial computer software documentation”
as such terms are used in 48 C.F.R. 12.212 and are provided to any civilian or
military branch or agency of the U.S. government in accordance with the policies
set forth in 48 C.F.R. 12.212 or 28 C.F.R. 227.7202-1 and 227.7202-3,
respectively.

24.0 Remedies. Licensee acknowledges that the Software contains valuable trade
secrets and proprietary information of RFT and are protected by applicable
intellectual property laws and treaties and by international copyright law and
that any actual or threatened breach of the licenses granted herein will (a)
constitute infringement or misappropriation of RFT’s intellectual property
rights and (b) cause immediate, irreparable harm to RFT for which monetary
damages would be an inadequate remedy and for which injunctive relief is an
appropriate remedy, in addition to any other remedy available to RFT.

25.0  Entire Agreement; Severability. Subject to the other terms and conditions
of this Agreement, this Agreement is the entire agreement between RFT and
Licensee regarding Licensee’s use of the Software, and supersedes and replaces
any previous communications, representations, or agreements, or Licensee’s
additional or inconsistent terms, whether oral or written. In the event any
provision of this Agreement is held invalid or unenforceable the remainder of
the Agreement will reman enforceable and unaffected thereby. This Agreement may
not be modified nor any rights under it waived, in whole or in part, except in
writing, signed by both parties.

26.0  Force Majeure. Each party’s obligation (other than Licensee’s obligation
to pay Fees when due) shall be suspended during any period that the party is
rendered incapable of performing by virtue of any criminal acts of third
parties, war, viruses, acts of public enemies, severe weather conditions,
utility failures, strikes or other labor disturbances, fires, floods, other
natural disasters, other acts of God, unforeseeable acts of employees,
telecommunication or interruption of Internet service, or any causes of like or
different kind beyond any reasonable control of the party.

27.0 Waiver. The failure of either party to insist in any instance upon any
payment or performance when due by the other party, shall not relieve such other
party of any of its obligations with respect to such performance, or constitute
a waiver of such party’s right to insist upon the full and timely performance in
the future of any of the other party’s obligations under this Agreement.




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1117 Perimeter Center West
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678.323.1300

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