Software License Agreement
Last Update: May 13, 2022
This Software License Agreement ("Agreement" or "EULA") governs the use of Wallarm Software ("Software"). Wallarm, Inc. ("Wallarm") is willing to license the Software to you as an individual or legal entity ("Licensee" Or "You"), and if applicable to your software license, to provide you with support and other professional services ("Services"), provided, and only on the condition that, you accept and agree to comply with all of the terms and conditions of this Agreement. This Agreement applies to any updates or services for the Software or for the Services provided to you by Wallarm, unless other terms specifically cover those items.
By downloading, installing, and/or using the Software or by using the Services, you acknowledge that you have read and accepted all of the terms and conditions set forth in this Agreement and that this action establishes a legal, enforceable, and binding agreement between you and Wallarm. If you do not accept all of the terms of this Agreement, you shall have no right to use the Software, you must immediately cease using the Software and you must delete or remove all associated software and associated files.
Software license grant
Subject to the terms and conditions of this Agreement, upon payment of all license fees owed for the Software, Wallarm grants and Licensee accepts a nonexclusive, nontransferable, non-assignable (unless such prohibition is otherwise prohibited by local law), limited license ("Software License") to use the Software solely in accordance with the terms and conditions of this Agreement. The Software is to be installed and/or deployed on the specific number of machines or virtual environments for which a Software License has been purchased and paid for. You may use a single Software License for one physical machine.If your Software License is designated for only one physical machine or virtual environment at a time, you may transfer your Software License to a new machine provided the original installation is completely removed and no longer in use. If you wish to deploy the Software on multiple machines, you must purchase additional software licenses for the additional deployments.
Scope of license
This Agreement confers a limited license to the Software only and does not constitute a transfer of title to, or sale of, all or a portion of the Software or the underlying intellectual property. You acknowledge that Wallarm owns all right, title, and interest in and to the Software and Services and all associated materials and services, including without limitation, the structure, organization, source code, all copyrights, patents, trade secrets, and other intellectual property rights throughout the world, in and to the original and all copies, portions, extracts, selections, arrangements, adaptations, compilations, and any derivatives of the Software and Services, or software or content provided through or in conjunction with the Software or Services, and all features, updates, releases, enhancements, bug fixes, workarounds, patches, updates, and all associated documentation and product packaging. Except for the license granted in this Agreement, all rights in and to the Software and Services are reserved, and no implied licenses are granted by Wallarm. This Agreement governs all updates, upgrades, releases, or enhancements to the Software that may be provided to you.
You agree not to conduct, cause, consent or permit others to (1) sublicense, lease, rent, loan, transfer, or distribute the Software, or any portion, extract, selection, arrangement, adaptation, compilation, or derivative thereof, to any third party; (2) make error corrections, modify, adapt, translate, or prepare derivative works from the Software; (3) decompile, reverse engineer, disassemble, or otherwise attempt to derive source code from the Software or reduce the Software to human-readable form, or attempt to reconstruct or discover any source code or underlying ideas, algorithms, file formats, or programming or interoperability interfaces of Software or of any files contained or generated using Software; (4) decrypt data or extract portions of the Software's files for use in other applications, or (5) publicly disseminate performance information or analysis (including, without limitation, benchmarks) from any source relating to the Software. You shall be responsible and liable for the actions of your affiliates, employees, agents, and any third party who obtains access to the Software licensed to Licensee.
Acceptable use and conduct
By registering for and/or by using the Software or Services, you represent and warrant that you have the legal capacity and authority to enter into a binding agreement and to adhere to this Agreement, and that you will use the Software and the Services only in accordance with this Agreement and with all applicable laws. If an individual is registering or using the Software or Services on behalf of an entity or organization, that individual warrants, represents, and covenants that such individual is duly authorized to agree to this EULA on behalf of the organization and to bind the organization to them.
Without limiting the foregoing you acknowledge and agree that the Software may be subject to export controls in the United States and other countries. You agree to comply with all United States export laws and regulations and with all export or import regulations of other countries, and you shall not and shall not allow any third-party to remove or export from the United States or allow the export or re-export of any part of the Software or Services or any direct product thereof (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; or (c) to any country to which such export or re-export is restricted or prohibited. You assume sole responsibility for any required export approval and/or licenses and all related costs and for the violation of any United States export law or regulation.
Privacy and data protection
Except as otherwise stated in this Agreement, the Software is subject to Wallarm Privacy Statement at https://www.wallarm.com/privacy-policy. Wallarm has no obligation and, in certain cases, technical ability to monitor the use of the Services and/or data transmitted or stored through the Software.
The Software and Services contain trade secrets (as defined by applicable law) of Wallarm and are proprietary to Wallarm. Licensee shall maintain the Software and the Services in confidence and prevent disclosure of the Software and Services using at least the same degree of care it uses for its own most critical proprietary information, but in no event less than a reasonable degree of care. Licensee shall not disclose or provide access to the Software or Services or any part thereof to anyone for any purpose, other than to employees or other parties authorized under this Agreement for the purpose of exercising the rights expressly granted under this Agreement.
Disclaimer of warranties
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE WALLARM SOFTWARE AND SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. WALLARM SOFTWARE AND SERVICES ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. WALLARM EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. IT IS AT YOUR OWN DISCRETION AND RISK THAT YOU DOWNLOAD AND/OR USE THE SOFTWARE. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS. WALLARM MAKES NO WARRANTIES OR REPRESENTATIONS THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE OR SERVICES WILL BE CORRECTED. YOU MAY HAVE OTHER WARRANTY RIGHTS, WHICH MAY VARY FROM STATE TO STATE AND COUNTRY TO COUNTRY. THE PARTIES AGREE THAT THE LIMITATIONS OF THIS SECTION ARE ESSENTIAL AND THAT LICENSEE WOULD NOT BE PERMITTED TO USE THE SOFTWARE IF LICENSEE HAD NOT AGREED TO THESE TERMS. THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
Limitation of liability
UNDER NO CIRCUMSTANCES SHALL WALLARM OR ITS AFFILIATES (INCLUDING SUPPLIERS, RESELLERS, OR PARTNERS) OR THEIR RESPECTIVE EXECUTIVES, EMPLOYEES, SHAREHOLDERS OR CONTRACTORS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, DIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING FROM OR RELATED TO YOUR USE OR INABILITY TO USE THE WALLARM SOFTWARE AND SERVICES OR THIS AGREEMENT, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF ANY SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL WALLARM, OR IT’S AFFILIATES’, TOTAL LIABILITY TO YOU, FOR ALL DAMAGES EXCEED THE AMOUNT, IF ANY, PAID BY YOU TO WALLARM FOR THE SOFTWARE AND/OR SERVICES DURING THE TWELVE MONTHS PRIOR TO THE EVENT WHICH GAVE RISE TO THE DAMAGES IN QUESTION. IF THE SOFTWARE AND SERVICES ARE PROVIDED WITHOUT CHARGE, THEN THERE SHALL BE NO LIABILITY TO YOU WHATSOEVER. THE FOREGOING IS YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH. THIS LIMITATION OF LIABILITY FOR PERSONAL INJURY OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL, OR DIRECT DAMAGES, WILL APPLY ONLY TO THE EXTENT PERMITTED UNDER APPLICABLE LAW. THE DISCLAIMERS AND LIMITATIONS SET FORTH ABOVE WILL APPLY REGARDLESS OF WHETHER OR NOT YOU ACCEPT THE SOFTWARE, UPDATES OR UPGRADES. THE PARTIES AGREE THAT THE LIMITATIONS OF THIS SECTION ARE ESSENTIAL AND THAT LICENSEE WOULD NOT BE PERMITTED TO USE THE SOFTWARE IF LICENSEE HAD NOT AGREED TO THESE TERMS. THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE
This Agreement shall be governed by the laws of California, USA, exclusive of its conflicts of laws provisions. The failure of Wallarm to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by Wallarm. If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, the remainder of this Agreement will continue in full force and effect. You may not assign or transfer any of your rights or obligations under this Agreement to a third party without the prior written consent of Wallarm. Wallarm may freely assign this Agreement. Any attempted assignment or transfer in violation of the foregoing will be void. Upon any termination of this EULA, Licensee will immediately cease use of the Software and remove all Software from its systems.
Changes to this agreement
Wallarm may amend this Agreement including any referenced policies and other documents from time to time. If we make material changes to this Agreement, we will notify you by posting the change on our website or sending you an e-mail at your primary email address. Any changes to this Agreement will be effective immediately for new end users; otherwise for existing end users, the changes will be effective upon the earlier of thirty (30) calendar days following e-mail notice to you or thirty (30) calendar days following our posting of the notice on our website.