TYLABS SOFTWARE LICENSE AGREEMENT

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("LICENSE") CAREFULLY BEFORE USING THE TYLABS SOFTWARE. BY USING THE TYLABS SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT USE THE SOFTWARE. IF YOU DO NOT AGREE TO THE TERMS OF THE LICENSE, YOU MAY RETURN THE TYLABS SOFTWARE TO THE PLACE WHERE YOU OBTAINED IT FOR A REFUND.

IMPORTANT NOTE: This software may be used to counter cyber threats. It is licensed to you only for protecting your assets and network from malware threats, and is not licensed in connection with development and testing of offensive malware or evasive technologies to bypass malware detection, this software is not licensed or intended for use in bypassing copyright or the modification of digital rights management of copyrighted materials.

1. GENERAL. The software, documentation, whether on disk, or via web service, in read only memory, on any other
media or in any other form (collectively the "tyLabs Software") is licensed, not sold, to you by tyLabs ("tyLabs") for use only under the terms of this License, and tyLabs reserves all rights not expressly granted to you. You own the media on which the tyLabs Software is recorded but tyLabs and/or tyLabs's licensor(s) retain ownership of the tyLabs Software itself. The terms of this License will govern any software upgrades provided by tyLabs that replace and/or supplement the original tyLabs Software, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.

2. Permitted License Uses and Restrictions.

A. Trial License. If you are using the trial version of the tyLabs Software, this License allows you to install and use the tyLabs Software on a single computer for the sole purpose of evaluating the tyLabs Software. The trial version of the tyLabs Software expires thirty (30) days after the date you first are granted access to the tyLabs Software. Upon the trial expiration, you must stop using and delete any copies of the tyLabs software.

B. Single Instance License. This License allows you to use one copy of the tyLabs Software (whether trial or full version) on a production system. You may use a second copy of the tyLabs software in a development environment for testing purposes. In the event the licensee is the sole user of the software, it may be installed on multiple systems owned by the licensee provided only the single user runs the software on one computer system at a time - ie. office computer and a portable laptop system when travelling.

C. Enterprise License. This License allows you to install and use the tyLabs Software on any number of computer systems owned by the same organization, or shared over an intranet connection or VPN, or on the personal home computers of employees or full time contractors at that same organization.

D. You may modify the PHP source code for your own private use as part of this license agreement. tyLabs is not obligated to provide any maintenance, technical or other support for the resultant modified tyLabs Software.

E. You may not and you agree not to, or to enable others to, create derivative works of the tyLabs Software or provide for sale or give away any services provided by the tyLabs Software, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law). Any attempt to do so is a violation of the rights of tyLabs and its licensors of the tyLabs Software. If you breach this restriction, you may be subject to prosecution and damages.

3. TRANSFER. You may not rent, lease, lend, redistribute or sublicense the tyLabs Software. 

Updates: If an tyLabs Software update completely replaces (full install) a previously licensed version of the tyLabs Software, you may not use both versions of the tyLabs Software at the same time on a production system. NFR (Not for Resale) Copies: Notwithstanding other sections of this License, tyLabs Software labeled or otherwise provided to you on a promotional basis may only be used for demonstration, testing and evaluation purposes and may not be resold or transferred.

Academic Copies: If the tyLabs Software package has an academic label or if you acquired the tyLabs Software at an academic discount, you must be an Eligible Educational End User to use the tyLabs Software. "Eligible Educational End Users" means students, faculty, staff and administration attending and/or working at an educational institutional facility (i.e., university, college campus, public or private K-12 schools).

4. tyLabs does not collect usage information or remotely monitor software sold for private internal use.

5. SERVICES.
A. The tyLabs Software may enable access to tyLabs's customer portal and other tyLabs and third party services and web sites (referred to hereafter, collectively and individually, as "Services"). Use of these Services requires Internet access, may require you to accept additional terms of service and may be subject to additional fees.

B. By using the tyLabs Software to access any of these Services, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language. Because tyLabs may have no control over sites and information that may contain content that is offensive, indecent or objectionable, you agree to use the Services at your sole risk.

C. You agree that the Services contain proprietary content, information and material that is owned by tyLabs and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary content, information or materials in any way
whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity.

6. TERMINATION. Without prejudice to any other rights, tyLabs may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the Software and all of its component parts.

7. LIMITED WARRANTY FOR SOFTWARE ACQUIRED IN THE US AND CANADA. tyLabs warrants that the Software will perform substantially in accordance with the accompanying materials for a period of ninety (90) days from the date of receipt. If an implied warranty or condition is created by your state /jurisdiction and federal or state/provincial law prohibits disclaimer of it, you also have an implied warranty or condition, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THIS LIMITED WARRANTY (NINETY DAYS). AS TO ANY DEFECTS DISCOVERED AFTER THE NINETY-DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. Some states/jurisdictions do not allow limitations on how long an implied warranty or condition lasts, so the above limitation may not apply to you. Any supplements or updates to the Software, including without limitation, any (if any) updates provided to you after the expiration of the ninety day Limited Warranty period are not covered by any warranty or condition, express, implied or statutory.

LIMITATION ON REMEDIES; NO CONSEQUENTIAL OR OTHER DAMAGES. Your exclusive remedy for any breach of this Limited Warranty is as set forth below. Except for any refund elected by tyLabs, YOU ARE NOT ENTITLED TO ANY DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES, if the Software does not meet tyLabs's Limited Warranty, and, to the maximum extent allowed by applicable law, even if any remedy fails of its essential purpose. The terms of Section 9 ("Exclusion of Incidental, Consequential and Certain Other Damages") are also incorporated into this Limited Warranty. Some states /jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. This Limited Warranty gives you specific legal rights. You may have other rights which vary from state/jurisdiction to state/jurisdiction. YOUR EXCLUSIVE REMEDY. tyLabs's and its suppliers' entire liability and your exclusive remedy for any breach of this Limited Warranty or for any other breach of this EULA or for any other liability relating to the Software shall be, at tyLabs's option from time to time exercised subject to applicable law, (a) return of the amount paid (if any) for the Software, or (b) repair or replacement of the Software, that does not meet this Limited Warranty and that is returned to tyLabs with a copy of your receipt. You will receive the remedy elected by tyLabs without charge, except that you are responsible for any expenses you may incur (e.g. cost of shipping the Software to tyLabs). This Limited Warranty is void if failure of the Software has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer, and tyLabs will use commercially reasonable efforts to provide your remedy within a commercially reasonable time of your compliance with tyLabs's warranty remedy procedures. Outside the United States or Canada, neither these remedies nor any product support services offered by tyLabs are available without proof of purchase from an authorized international source. To exercise your remedy, contact: tyLabs via http://www.tylabs.com/contact.php

8. DISCLAIMER OF WARRANTIES. The Limited Warranty that appears above is the only express warranty made to you and is provided in lieu of any other express warranties or similar obligations (if any) created by any advertising, documentation, packaging, or other communications. Except for the Limited Warranty and to the maximum extent permitted by applicable law, tyLabs and its suppliers provide the Software and support services (if any) AS IS AND WITH ALL FAULTS, and hereby disclaim all other warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of reliability or availability, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, all with regard to the Software, and the provision of or failure to provide support or other services, information, software, and related content through the Software or otherwise arising out of the use of the Software. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE.

9. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL tyLabs OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATON, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF tyLabs OR ANY SUPPLIER, AND EVEN IF tyLabs OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. LIMITATION OF LIABILITY AND REMEDIES. Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced herein and all direct or general damages in contract or anything else), the entire liability of tyLabs and any of its suppliers under any provision of this EULA and your exclusive remedy hereunder (except for any remedy of repair or replacement elected by tyLabs with respect to any breach of the Limited Warranty) shall be limited to the greater of the actual damages you incur in reasonable reliance on the Software up to the amount actually paid by you for the Software. The foregoing limitations, exclusions and disclaimers (including Sections 7, 8 and 9) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

11. U.S. GOVERNMENT LICENSE RIGHTS. All Software provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions described elsewhere herein. All Software provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with "Restricted Rights" as provided for in FAR, 48 CFR 52.227 -14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.

12. APPLICABLE LAW. This EULA is governed by the laws in force in the Province of Ontario, Canada; and, in respect of any dispute which may arise hereunder, you consent to the jurisdiction of the federal and provincial courts sitting in Ottawa, Ontario. If you acquired this Software in the United States, European Union, Iceland, Norway, or Switzerland, then local law applies. If you acquired this Software in any other country, then local law may apply.

13. ENTIRE AGREEMENT; SEVERABILITY. This EULA (including any addendum or amendment to this EULA which is included with the Software) is the entire agreement between you and tyLabs relating to the Software and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this EULA. To the extent the terms of any tyLabs policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control. If any provision of this EULA is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.