CYBERENSIC.AI END USER LICENSE AGREEMENT

This End User License Agreement ("EULA" or "Agreement") is a legal agreement by and between Cyberensic (hereinafter "Cyberensic," "we," or "us"), whose principal contact information is at info@cyberensic.com.au, and the Licensee ("Customer"), governing the use of Cyberensic's Products and Services.

Licensee will submit an Order for the license in respect of the Product , either directly with Cyberensic or via an authorized Reseller. An Order may be accepted by manual or electronic signature of the Quote, a Purchase Order that corresponds to a Quote, or via a Reseller Order. This EULA is a binding agreement and may be incorporated into additional agreements between the Licensee and Cyberensic.

1. DEFINITIONS
  1. "Affiliates" means an entity controlling, controlled by, or under common control with Cyberensic or Licensee.
  2. "Applicable Data Protection Law" refers to applicable laws and regulations related to data privacy and data protection, including but not limited to the General Data Protection Regulation (Regulation (EU) 2016/679) ("GDPR") and other similar laws.
  3. "Confidential Information" means any information disclosed by either party to the other that is marked as confidential or is of a nature reasonably understood to be confidential. Cyberensic Confidential Information includes Product details, intellectual property, and any benchmarking results derived by the Licensee.
  4. "Cyberensic IP" refers to all patents, copyrights, trade secrets, trademarks, and other intellectual property rights in or related to the Products and/or Services provided by Cyberensic.
  5. "Licensee" refers to the Customer or end user of the Cyberensic platform, whether directly or through an authorized Reseller.
  6. "Order" refers to a formal request for Products or Services, including but not limited to order forms, quotes, or purchase orders that incorporate the terms of this Agreement.
  7. "Product" refers to the Cyberensic.ai platform, software, APIs, and related documentation provided under this Agreement.
  8. "Personal Data" and related terms such as "Process" have the meanings set out under the GDPR or similar applicable regulations.
  9. "Reseller" refers to a third party authorized to distribute or resell Cyberensic's Products and Services.
2. LICENSE GRANT AND CONDITIONS
2.1 License Grant

Subject to the terms of this Agreement, Cyberensic grants the Licensee a non-exclusive, non-transferable, revocable, and limited license to access and use the Products for the duration of the Agreement. The Products are licensed, not sold, and remain the property of Cyberensic and/or its licensors.

2.2 Ownership and Intellectual Property

Cyberensic retains all right, title, and interest in and to the Products, including but not limited to any enhancements, updates, or derivative works thereof. No rights are transferred to the Licensee except as explicitly stated in this EULA. Feedback provided by the Licensee may be used by Cyberensic without obligation or restriction.

2.3 License Restrictions

Licensee agrees not to:

  1. Distribute, sublicense, or make the Products available to third parties.
  2. Reverse engineer, decompile, or otherwise attempt to derive source code from the Products.
  3. UsetheProducts to develop a competing service or product.
  4. Violate applicable data protection or export control laws.
2.4 Compliance and Security

Licensee is responsible for ensuring secure and lawful use of the Products, including maintaining the confidentiality of access credentials and preventing unauthorized use. Cyberensic may embed compliance mechanisms to monitor license usage.

2.5 Delivery and Acceptance

Access to the Products will be provided electronically upon processing of the Order. The Licensee is deemed to have accepted the Products upon delivery of access credentials.

Cyberensic.ai provides AI-driven tools for compliance monitoring and report generation, identifying compliance gaps and providing analysis to support your regulatory needs.

3. DATA PROCESSING AND PRIVACY
3.1 Data Collection

Cyberensic may collect anonymized or aggregated data to enhance product performance, improve features, and ensure compliance with this Agreement. Any Personal Data processed will be handled in accordance with Cyberensic's Privacy Policy (www.cyberensic.ai/privacy_policy).

3.2 Licensee Responsibilities

The Licensee is solely responsible for complying with all Applicable Data Protection Laws regarding any Personal Data it processes using Cyberensic Products.

3.3 Export Control

Licensee will comply with all applicable export and trade regulations. Cyberensic Products may not be used, distributed, or accessed in violation of such laws, including but not limited to use in embargoed or sanctioned countries.

4. WARRANTIES AND DISCLAIMERS
4.1 Defects

Cyberensic warrants that, for a period of 30 days following the date the Product is initially made available to the Licensee under an Order, it will provide the material features and functions described in the Documentation. The foregoing warranty excludes:

  1. Products provided at no charge,
  2. Products provided upon remix,
  3. Products designated as retired or not generally supported as of the date of the Order.

Cyberensic's entire liability and Licensee's exclusive remedy for a breach of this warranty will be, at Cyberensic's option, to:

  1. Correct or work around errors,
  2. Replace defective Products, or
  3. Refund license fees paid for defective Products returned by Licensee.
4.2 Disclaimer

Cyberensic makes no warranties that the functions performed in respect of the Product will meet Licensee's requirements, that the operation of the Product will be uninterrupted or error-free, or that all defects will be corrected.

Cyberensic makes no representations or warranties regarding the data and/or information provided as part of the Product. Such data and/or information is for informational purposes only and may not be accurate or reliable.

Except as expressly provided to the contrary in writing by Cyberensic, the Product is provided on an “AS IS” basis without warranties of any kind, whether express or implied. Cyberensic disclaims all other warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Cyberensic does not represent or warrant that the Product is accurate, complete, reliable, current, or error-free, nor that the Product is free of viruses or other harmful components.

Representations about the Product, functionality, or services in any communication with the Licensee constitute technical information, not a warranty or guarantee.

4.3 Limitations on Warranty Applicability

Any warranties provided by Cyberensic in favor of the Licensee under this EULA will not apply and will become null and void if:

  1. The Licensee or any user provided access to the Software by the Licensee breaches any material provision of this Agreement.
  2. The Software is installed or used on or in connection with any hardware or software not specified in the Documentation or expressly authorized by Cyberensic in writing.
  3. The Software is used or modified other than as specified in the Documentation or expressly authorized by Cyberensic in writing.
5. PAYMENT
5.1 Payment Terms

All fees are payable in advance in the manner set forth in the applicable Order and are non-refundable, except as may be expressly set forth herein. Fees are due within 30 days of the invoice date, unless otherwise agreed by the parties in writing.

In the event of a conflict between the terms of this clause and the terms of an applicable Order, the applicable terms of the Order will prevail. Cyberensic may suspend or terminate the Licensee's access to the Product for a material breach of this Agreement, including non-payment of fees.

6. TERMINATION
6.1 Termination for Cause

Cyberensic may terminate this Agreement immediately if the Licensee breaches any of its terms. Upon termination, Licensee must cease using the Products and delete or destroy all related materials.

6.2 Effects of Termination

All rights granted under this EULA will terminate immediately. Cyberensic may disable access to the Products without liability to the Licensee.

7. MISCELLANEOUS
7.1 Amendments

Cyberensic reserves the right to modify this Agreement. Continued use of the Products constitutes acceptance of the amended terms.

7.2 Governing Law

This Agreement shall be governed by the laws.

7.3 Contact Information

For inquiries or support, Licensee may contact Cyberensic atinfo@cyberensic.com.au.

ACCEPTANCE

By accessing or using Cyberensic Products, the Licensee acknowledges and agrees to the terms of this Agreement.

For questions or concerns, please contact us at: info@cyberensic.com.au

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