- between the end user and the software provider -
Version 1.0.0 / Status: 03.03.2023
This License/Use Agreement ("EULA") is a legally binding agreement between you as an end user ("you", "end user" or "licensee") and CS Visor GmbH ("CS VISOR", "CSV", "we" or "us") governing your use of CS VISOR's email defense software, appliances and other products and solutions (collectively, "Product" or "Products"), maintenance and support services, professional service packages and training.
BY EXECUTING THE STATEMENTS BELOW, YOU (1) REPRESENT THAT YOU ARE AN AUTHORIZED REPRESENTATIVE OF THE END USER LICENSING THE PRODUCT AND MAY ENTER INTO THIS EULA ON ITS BEHALF, AND (2) AGREE ON BEHALF OF THE END USER THAT THE END USER IS BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT ACCEPT THE TERMS OF THIS EULA ON BEHALF OF THE END USER, DO NOT EXECUTE THIS EULA.
- Grant of License
- The Product includes (1) software owned by CSV (including associated media and "online" or electronic documentation), (2) other software provided by third parties and used in conjunction with the Product ("Third Party Software"), and (3) Devices. CSV grants End User the following non-exclusive rights, provided End User agrees to and complies with all of the terms and conditions of this EULA. The subject matter of this Agreement is the grant of a non-exclusive, non-transferable license to use the Products. The license includes use of the Products in accordance with the terms of this Agreement.
- Permitted Use
End User may use the Product for the number of User Licenses purchased hereby. End User may not use the Product in excess of the number of User Licenses purchased and does not have the right to distribute the Product. End User agrees to use the Product only in the manner expressly permitted herein.
The license is limited to the period for which you have signed up to use the Products, unless this Agreement is terminated earlier.
- Reservation of rights
The Product is licensed, not sold, by CSV to End User. CSV owns all right, title and interest in and to the Product and reserves all rights not expressly granted to End User in this EULA. End User agrees to refrain from doing anything that may interfere with such rights. CS VISOR reserves the right, in its sole discretion, to deny or revoke the license if you breach this Agreement.
- Third Party Software
Notwithstanding the terms and conditions of this EULA, all or any portion of the Product that constitutes Third Party Software is licensed to End User subject to the terms and conditions of the software license agreements between CSV and the Third Party Licensors. End User's use of Third Party Software is governed entirely by the terms and conditions of the Third Party Licenses.
- Permitted Use
You may use the products only for their intended purpose. Any use of the Products for unlawful purposes is strictly prohibited.
You are responsible for complying with all applicable laws and regulations governing the use of the Products.
- Source Code Use
You may not decompile, disassemble or otherwise attempt to disclose the source code of the Products.
You may not make any changes to the Products or attempt to modify, translate, adapt or derive the Products.
You may not give, sell, rent, lease, loan or transfer the Products to any third party.
- Illegal Activities
You may not use the Products in connection with any illegal activity or in connection with any activity that could cause the Products or CS VISOR to be discredited.
You are responsible for maintaining the confidentiality of all account access information on the Products and for ensuring that no unauthorized persons gain access to your account.
- Enterprise Support - Security Services
Basic enterprise support and maintenance are included in the license fees for the product, including upgrades to the latest software version. However, if you have custom appliances, the annual fee for continuous upgrades of the custom appliances to the latest software version is twenty percent of the original development cost of each custom appliance. Support is available 24/7/365 via email at firstname.lastname@example.org. Professional services will be provided in accordance with a statement of work. Additional training, managed services or extended support can be purchased and are available through our partner network. For more information, please contact us.
- Intellectual property
The Products and all related materials, including but not limited to software, documentation, text, graphics, images, logos, design, audio/video files are the property of CS VISOR or our licensors and are protected by patent, copyright, trade secret, trademark and other intellectual property laws.
The Product may only be used by companies that are affiliated with the End User ("Affiliated Companies"). In the event of a sale or merger of the End User with another company, the resulting company is required to comply with all terms of the EULA.
You may use the Products only in accordance with the terms of this Agreement. Any use of the Products beyond the rights expressly granted in this Agreement is strictly prohibited.
You may not use any CS VISOR trademarks or trademark logos unless expressly authorized by CS VISOR. End User may not sublicense, assign or transfer the License or the Product except as expressly provided in this EULA. Customer agrees to pay the license fees from the amounts specified in the Agreement. In the event that a user relinquishes a user license due to his or her departure from the Company or for other reasons deemed reasonable by CS VISOR, the license may be assigned to a new user, provided that this is done in good faith and not in an attempt to avoid the license fees. If a customer exceeds their licensed volume or behaves in a manner that could be characterized as circumventing the license fee structure, such as reassigning licenses to users who have previously relinquished a license, additional fees at the standard rates will apply. CS VISOR reserves the right to consider systematic abuse of license management as a breach of contract, which may result in immediate termination and legal action.
- Restriction on Reverse Engineering
End User shall not, and agrees not to, perform penetration testing, reverse engineer, decompile, disassemble or create derivative works of the Product, or modify the Product. Nothing contained herein shall be construed,
expressly or by implication, as conferring any right, license or title to End User not expressly granted in this EULA. CSV reserves all rights to its intellectual property not expressly agreed to herein. Unauthorized copying of the Product or failure to comply with the restrictions in this EULA (or any other breach of the license contained herein) will result in automatic termination of this EULA, and End User agrees that any unauthorized use will constitute immediate, irreparable harm to CSV for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach.
- Term and Termination
This EULA shall be for the Initial Term of the License and shall automatically renew for successive one (1) year terms unless End User notifies CSV in writing at least ninety (90
) days prior to the expiration of a Term of its intent to terminate this EULA ("Initial Term" and "Subsequent Term" are collectively referred to herein as the "Term"). CSV will notify End User in writing of the impending expiration of this EULA no later than ninety (90) days prior to the expiration of the Initial Term or the Subsequent Term, as applicable. End User may terminate this EULA if CSV breaches this Agreement and fails to cure such breach within thirty (30) days after receiving notice thereof. CSV may terminate End User's license if End User materially breaches the terms of this Agreement and fails to cure such breach within thirty (30) days after receiving notice thereof. Upon such termination, End User must promptly return or destroy all copies of the Product and Documentation. In the latter case, End User must provide written confirmation.
- Consent to Use of Data
End User agrees that CS VISOR and its affiliates or suppliers may collect and use statistics about End User's use of the Product in performing backup operations and technical information provided by End User solely in connection with support services related to the Product. CSV agrees not to use this information in any form that personally identifies the End User, except as necessary to provide such services.
- Warranties and guarantees
The Product will perform substantially in accordance with the Documentation. The Product and any Updates or Upgrades provided by CSV will not contain any viruses, worms, spyware, time bombs or other malware or programming devices designed to alter, delete, damage or disable End User's software, hardware, data or systems at the time of delivery by CSV to End User. CSV is not responsible for infections of the Product by viruses, worms, spyware, time bombs or other malware that occur after the Software is delivered to the End User. CSV monitors data security industry information to identify systemic threats to the authentication architecture used by CSV, promptly notifies End User of such threats, and uses commercially reasonable efforts to modify the Product as necessary to eliminate such threats. CSV has implemented disaster recovery procedures to ensure that all software-related services provided to End User under this Agreement are restored to full functionality within 48 hours of a disaster. If the Product fails to perform as warranted, CSV will promptly use commercially reasonable efforts to correct the Product or, if correction of the Product is not possible, to replace all affected portions of the Product, at no charge, with replacement Software that provides at least the same performance and functionality as the affected Product. If neither of the foregoing is commercially feasible or has been achieved within 30 days of the earlier of the date on which either CSV or End User becomes aware of the performance deficiency, either party may, in its sole discretion, terminate this Agreement with respect to the nonconforming Program(s), in which case CSV will refund any monies paid by End User for the nonconforming Product. The foregoing provisions shall be End User's sole and exclusive remedies for breach of the warranties set forth in this Section 9. The foregoing warranties apply to End User and its Affiliates and may be enforced against CSV only if the Product has at all times been used substantially in accordance with the instructions contained in the Documentation and End User has not, except with the written consent of CSV, made or caused to be made any modifications, changes or additions to the Product that result in a deviation from the Documentation that causes a breach of the Warranty.
EXCEPT AS EXPRESSLY WARRANTED IN THIS EULA, CSV DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EVEN IF CSV HAD BEEN ADVISED OF SUCH PURPOSE), AND ANY WARRANTIES ARISING FROM CSV'S COURSE OF DEALING, PERFORMANCE OR USAGE OF TRADE. LICENSEE HEREBY ACKNOWLEDGES AND AGREES THAT IN ANY JURISDICTION WHERE SUCH DISCLAIMER IS UNENFORCEABLE, THE DURATION OF ANY SUCH IMPLIED WARRANTY OF SOFTWARE PERFORMANCE SHALL BE LIMITED
LIMITED TO THIRTY (30) DAYS FROM THE DATE OF DELIVERY OF THE PRODUCT - PROVIDED, HOWEVER, THAT LICENSEE'S SOLE REMEDY FOR BREACH OF SUCH IMPLIED WARRANTY OF SOFTWARE PERFORMANCE SHALL BE FOR CSV, IN ITS SOLE DISCRETION, TO REPAIR OR REPLACE THE COPY OF THE PRODUCT IN LICENSEE'S POSSESSION OR TERMINATE THIS AGREEMENT AND REFUND ANY AMOUNTS ALREADY PAID BY LICENSEE THEREFOR. FURTHERMORE, CS VISOR PROVIDES NON-CSV PRODUCTS WITHOUT WARRANTY OF ANY KIND UNLESS CS VISOR SPECIFIES OTHERWISE IN WRITING.
CS VISOR AGREES TO NOTIFY LICENSEE UPON REQUEST (1) WHICH PRODUCTS ARE NOT CS VISOR'S, (2) WHICH MANUFACTURER OR SUPPLIER IS RESPONSIBLE FOR THE WARRANTY (IF ANY), AND (3) HOW LICENSEE SHOULD PROCEED.
CS VISOR assumes no responsibility or liability for any damages incurred by you or any third party due to the use of, or inability to use, the Products, or any loss of data or information due to errors, omissions, or interruptions in the Products.
- LIMITATION OF LIABILITY
EXCEPT FOR CLAIMS ARISING OUT OF
SECTION 7 (WARRANTIES AND WARRANTIES OF MERCHANTABILITY) OR 10 (DAMAGES), OR ARISING OUT OF GROSS NEGLIGENCE OR PRECIOUS ERRORS, WHETHER OR NOT ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, TO THE FULLEST EXTENT PERMITTED BY THE LAW OF THE JURISDICTION IN WHICH END USER ACQUIRED THIS LICENSE: (A) CSV AND END USER (INCLUDING ANY AFFILIATES OF END USER) SHALL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR COMPUTER MALFUNCTION, LOSS OF INFORMATION, LOST PROFITS AND BUSINESS INTERRUPTION, AND THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCT, ARISING IN ANY WAY OUT OF THIS AGREEMENT OR THE USE OF (OR INABILITY TO USE) THE PRODUCT, HOWEVER CAUSED AND WHETHER BASED ON A THEORY OF CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF CSV OR THE END USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (B) IN NO EVENT SHALL CSV'S TOTAL LIABILITY TO END USER IN CONNECTION WITH THIS AGREEMENT OR THE USE (OR INABILITY TO USE) THE PRODUCT EXCEED THE GREATER OF ONE HUNDRED THOUSAND EURO OR THE TOTAL AMOUNT PAID BY END USER UNDER THIS AGREEMENT; AND (C) IN NO EVENT SHALL END USER'S TOTAL LIABILITY TO CSV IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY END USER UNDER THIS AGREEMENT. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO END USER; PROVIDED, HOWEVER, THAT CSV LICENSES THE SOFTWARE TO END USER ON THE EXPRESS CONDITION THAT END USER AGREES TO THE "DISCLAIMER OF WARRANTY" AND "LIMITATION OF LIABILITY" PROVISIONS AND "LIMITATION OF LIABILITY" IN THIS AGREEMENT. NO EMPLOYEE, AGENT, REPRESENTATIVE OR AFFILIATE OF CSV HAS THE AUTHORITY TO BIND CSV TO ANY ORAL REPRESENTATIONS OR WARRANTIES REGARDING THE PRODUCT. ANY WRITTEN REPRESENTATIONS OR WARRANTIES NOT EXPRESSLY CONTAINED IN THIS AGREEMENT ARE UNENFORCEABLE.
End User agrees to indemnify and hold harmless CSV and its officers, directors, employees, agents, representatives and licensors from any claim or demand (including, without limitation, reasonable attorneys' fees) made by any third party due to or arising out of End User's breach of the terms of this Agreement, End User's violation of any law, regulation or third party right, or End User's gross negligence or willful misconduct. CSV agrees to indemnify, defend and hold harmless End User and its Affiliates, at CSV's expense, from and against any and all claims, demands, actions, suits, damages, losses, liabilities, costs or expenses of any kind, including, without limitation, reasonable attorneys' fees, incurred by End User or its Affiliates as a result of any breach by CSV of this Agreement or any of the representations or warranties contained in this Agreement. In the event of an infringement claim, CSV shall have no obligation under this Section 10 to the extent that the claim is based on End User or its agents having modified the Product to deviate from the Documentation without CSV's prior written consent, or to the extent that the infringement is caused by the use of a version of the Product other than the most current version, if the current version would not be infringing, was provided to End User in a timely manner at no additional cost, and End User has had sufficient time to install, run and operate such current version without adversely affecting its business operations. If the unmodified Product becomes, or in CSV's opinion is likely to become, the subject of an infringement or misappropriation claim, CSV will, in its sole discretion and at its own expense, promptly either: (i) modify or replace the Product so that it is no longer infringing while providing equivalent performance and functionality; or (ii) procure for End User the right to continue to use the Product on terms substantially similar to those then in effect under this Agreement.
CS VISOR may, at its own expense, upon reasonable prior written notice to End User and during normal business hours, audit End User for compliance with the terms of this Agreement no more than once per year. You understand and acknowledge that CS VISOR employs a variety of methods to verify and support the Software used by its customers. These methods may include technological features of the Product that prevent unauthorized use and allow for verification of Software distribution. Upon reasonable request, you will provide a system-generated report confirming your use of the Product, including the number of individual users of the Product. The foregoing request shall not be made more frequently than once per year, and CS VISOR will not unreasonably interfere with your business in connection with any audit.
- Export Controls
You acknowledge that the Product is subject to EU and, if applicable, other export regulations. You shall comply with applicable export and import laws and regulations for the jurisdiction to which the Product is imported and/or exported. You may not export the Product to any person or entity or to any country prohibited by applicable laws or regulations. You are responsible, at your own expense, for obtaining any local government permits, licenses or approvals required to import and/or export the Product.
- Applicable Law
This EULA shall be governed by the laws of the Federal Republic of Germany and the EU. End User consents to the jurisdiction of the courts of the Federal Republic of Germany and the EU with respect to all proceedings arising under this EULA.
- General Provisions
The signature of CS VISOR and End User constitutes the entire agreement between End User and CS VISOR with respect to the Product and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Product or any other subject matter covered by this EULA. If any provision of this EULA is determined by a court of competent jurisdiction to be contrary to law, that provision will be modified and interpreted to achieve the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the EULA will remain in full force and effect. If you place an order with a CS VISOR reseller or directly with CS VISOR and the terms of the order conflict with the terms of this Agreement, the terms set forth in this Agreement will prevail. This Agreement may be modified only by a written amendment issued by a duly authorized representative of CS VISOR. No provision of this Agreement may be waived unless the waiver is in writing and signed by CS VISOR. All notices, requests, demands and determinations for CS VISOR under this Agreement (other than routine operational notices) shall be addressed to: CS Visor GmbH, Peter-Dörfler-Str. 4a, 86343 Königsbrunn, Germany, Attn: Legal Department. Sections 3, 4, 7, 8, 9, 10, 12, and 13 shall survive termination of this EULA.
The only warranties for the Product are set forth herein. Nothing herein shall be construed as an additional warranty. CSV shall not be liable for any technical or editorial errors or omissions contained herein. Portions of the Product contain technology used under license from third parties.
All rights to data sent to or shared with CS VISOR are reserved by CS VISOR.
CS VISOR uses integrated third-party solutions to analyze emails reported as suspicious by users to determine if they are malicious. You understand and agree that in order to test the email, any information or data contained in the email URL or attachments, which may include sensitive and personal information, will be shared with these third party technologies for testing purposes. By accepting this Agreement, you indemnify and hold CS VISOR harmless from any financial or other loss resulting from the disclosure of URL or attachment data to such third parties as a result of your use of the CS VISOR Platform. If this is not acceptable, please notify CS VISOR in writing. CS VISOR will then remove the feature and thus no longer claim the right to share the reported email URL and attachments with third parties, as the reporting feature will no longer exist.
MSSP and Resellers accept their rights/responsibilities towards their own customers and the end users of these customers. MSSP and Resellers must obtain
CS VISOR is in the position of data processor with the product it offers. MSSPs and Resellers in the role of Data Controller accept that they are accountable and responsible to fulfill their responsibilities regarding disclosure and consent to data processing to the end user whose data they process.
This Agreement constitutes the entire agreement between you and CS VISOR and supersedes all prior agreements and understandings.
This Agreement shall be governed by and construed in accordance with the laws of Germany.
- Severability clause
If any provision of this Agreement is found to be invalid or unenforceable, the validity of the remaining provisions shall not be affected thereby.
Any changes or amendments to this Agreement must be in writing and signed by both parties. Any notices or communications under this Agreement must be in writing and sent either by email or regular mail.
- Legal reservation
CS VISOR reserves the right to modify or update this Agreement at any time. Any such amendment will be effective as soon as it is published.
- Mandatory Notice
You are responsible for regularly checking for changes to this Agreement. Your continued use of the Products after changes have been made to this Agreement will mean that you accept those changes.
Please direct any questions regarding this agreement to our attorney: email@example.com.
By accepting this Agreement, you acknowledge that you have read, understand, and agree to the terms of this Agreement.
Status of the license agreement: March 3, 2023 | Version 1.0.0