Software Terms and Conditions

Acceptance of Terms and Conditions

  • These Software Terms and Conditions (these “T&C’s”) are a legally binding agreement between LayerX Security Inc and its affiliates(“LayerX”) and user of the Software (as defined below) (the “User” or “you”). LayerX and User may be referred to collectively as the “Parties” or each individually as a “Party.”
  • By signing the purchase order with LayerX (the “PO”) and/or using the Software, User agrees that it has read, understood, accepted and agreed to be bound by these T&C’s. User further confirms that it has the legal power and authority to enter into and perform its obligations under these T&C’s and that all information provided by User to LayerX is truthful, accurate and complete, and User will notify LayerX promptly of any changes in such information.
  • User may not use the Software if he/it is barred from using the Software under the laws of the country in which User is resident and/or registered and/or uses the Software or otherwise conducting his/its business.

Description of Software

  • The Software is a digital cloud-based browser security platform, designed to turn User’s browser into protected & manageable workspace (the “Software”).
  • LayerX will provide User sufficient access to the Software and support, all as detailed in the PO or the applicable software documentation (the “Services”).

License

  • LayerX hereby grants User, subject to Section ‎6.1 below and the timely payment of any fees as detailed in the PO, a limited, non-exclusive, worldwide, non-transferable/assignable, non-pledgeable and non-sub-licensable license to access, receive and use the Software, any documentation with respect to the Software and any other items and materials that LayerX shall provide User under these T&C’s (the “Licensed Materials”) during the Term (as defined in the PO) but subject to Section ‎8 below, all in accordance with these T&C’s and the PO.

Restrictions

  • User may not, nor shall User cause or assist any other party, to: (a) copy and/or share and/or distribute the Licensed Materials, in whole or in part; (c) modify, adapt, or make derivative works based on the Licensed Materials; (d) decompile, reverse engineer, otherwise attempt to reconstruct or discover any underlying ideas or any portion of thereof by any means whatsoever, disassemble or otherwise attempt to derive source code from the Software; (e) use, rent, loan, sub-license, lease, reproduce framed, republish, scrape, download, display, transmit, post, distribute, sell in any form or by any means, in whole or in part or attempt to grant other rights to any part of the Licensed Materials to third parties;  (f) use the Licensed Materials for consultancy, service provision or application services; or (g) permit third party access to the Licensed Materials. User may only use the Software as an end user and is prohibited from reselling, sub-licensing, distributing, or providing any access to third parties unless permitted explicitly by LayerX under the PO.
  • User shall use the Software lawfully, for only legal purposes, in compliance with all applicable laws and regulations (including export laws, if applicable).
  • User will comply with all applicable customs sanction, embargo and export control laws, regulations and policies.
  • User will not intentionally use the Software to: (a) store, download or transmit infringing or illegal content, or any viruses, “Trojan horses” or other harmful code; (b) engage in phishing, spamming, denial-of-service attacks or fraudulent or criminal activity; (c) interfere with or disrupt the integrity or performance of the Software or data contained therein or on LayerX’s system or network; or (d) perform penetration testing, vulnerability testing or other security testing on the Software or LayerX’s systems or networks or otherwise attempt to gain unauthorized access to the Software or LayerX’s systems or networks.
  • LayerX may take further actions to ensure User compliance with these T&C’s, including, but not limited to, geo-blocking and/or IP address blocking.

High-Risk Activities.

  • The Software is not intended for use in high-risk, hazardous environments where failure could lead to severe physical or environmental harm, such as nuclear facilities, aircraft navigation, air traffic control, or weapons systems (“High-Risk Activities”). User will not use the Software for High-Risk Activities.

Intellectual Property Ownership

  • LayerX own all right, title, and interest, including copyright and other intellectual property rights, in and to the Software and any materials embedded or related thereto (including, but not limited to, software, designs, graphics, texts, information, pictures, video, sound, music, and other files, their selection and arrangement, trademarks, tradenames, service marks, branding features, business names, logos, slogans) (collectively the “Software Materials”). User hereby acknowledges that it does not acquire any ownership rights by using the Software or by accessing any of the Software Materials, or any rights to any derivative works thereof.
  • User is not required to provide LayerX with any feedback or suggestions regarding the Software or any Software Materials. However, if User provides any feedback or suggestions regarding the Software and/or any Software Materials, then, User hereby grants LayerX a non-exclusive, irrevocable, worldwide, royalty-free license, including the right to sublicense, and use such feedback and suggestions in any manner and via any media LayerX chooses, without reference to the source of such comments or suggestions.

Confidentiality

  • The Parties agree to maintain the confidentiality of any information and/or proprietary information received by the disclosing party during, or prior to entering into, these T&C’s, including, without limitation, any know-how, trade secrets and other proprietary information, that the receiving party should know is confidential or proprietary based on the circumstances surrounding the disclosure (“Confidential Information”). The restriction herein shall not apply to the extent that such information is in the public domain or hereafter falls into the public domain through no fault of the receiving party. The Parties agree not to use said Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under these T&C’s. The receiving party shall protect the secrecy of and avoid any disclosure and unauthorized use of the disclosing party’s Confidential Information to the same degree that it protects its own confidential information and in no event less than reasonable care.

Account Information

  • User must maintain strict confidentiality of login information (including usernames and passwords) associated with its use of the Software (the “Account”) and refrain from sharing or allowing access that may jeopardize the security of User’s Account.
  • If User detects or suspects any breach of security, including, without limitation loss, theft, or unauthorized disclosure of login information or unauthorized Account access, User must immediately notify LayerX and modify its login information.
  • User is responsible for all uses of its Accounts, as well as actions taken through it, by User or by any individuals acting on its behalf.
  • LayerX may refuse/suspend/block/disable access to the Account or may terminate User’s Account if it suspects violation of these T&C’s (or the PO) by User, at its sole discretion. As a result of the Account suspension/termination User may lose data available through the Software, and LayerX shall have no responsibility for any consequence of such suspension/termination.

Data Protection and Privacy

  • User acknowledges that in the course of the provision of the Software, LayerX may be granted access to data that may identify/make identifiable a natural person (“Personal Data”). User warrants that it has all the necessary rights to enable access or provide the Personal Data to LayerX for the processing to be performed in relation to the Software, and to the extent required by the applicable data protection and privacy laws, that one or more lawful bases support the lawfulness of the processing and all necessary privacy notices are provided to the applicable individuals.
  • LayerX undertakes that it shall not use the Personal Data, other than for the provision of the Services, and that its employees shall have authorization to access the Personal Data solely for such purpose, and that all of LayerX’s employees have signed confidentiality agreements ensuring the confidentiality of the Personal Data they may be exposed to.
  • LayerX shall assure that in case it will be required to use service providers who will require access to User Personal Data, such will be restricted in the same manner as set forth herein, and that any breach by such parties shall be considered a breach by LayerX.
  • LayerX shall implement industry standard measures to ensure the security of the Personal Data.
  • LayerX shall report to User upon becoming aware of an incident in which the integrity of User’s Personal Data is impaired or unauthorized use of Personal Data is discovered (“Data Security Event”). LayerX shall reasonably assist User in investigating the Data Security Event in case such relate to LayerX’s processing of Personal Data on behalf of User.
  • To the extent relevant to LayerX’s processing of Personal Data on behalf of User, LayerX shall cooperate with User when User is required to comply with individuals’ requests to exercise their rights under applicable data protection and privacy laws.

Payments

  • User’s access and use of the Software is subject to the timely payment of all fees as set forth in the PO.
  • Each Party will be responsible, as required under applicable law and/or regulation, to pay all applicable taxes and other governmental fees and charges (and any penalties, interest and other additions thereto) that are imposed on such Party hereunder. Applicable taxes and duties may be added to the fees or rates under the PO, and LayerX may charge and User will pay, where applicable, national, state or local sales or use taxes, or value added or goods and services tax (“Tax”). Upon request, User will provide such information to LayerX to determine tax obligations. Neither Party will collect or withhold Tax with respect to which the other Party provides a valid Tax exemption certificate issued by the applicable tax authority whose regulations bind and obligate such collecting/withholding Party.

Disclaimer of Warranty; Limitation of Liability

  • LayerX represents and warrants that, under normal authorized use, the Software shall substantially support the Services. Other than as set forth in the preceding sentence, LayerX does not make any commitments about the Software, the specific functionality or reliability of the Software, availability or ability to meet User’s needs, and User utilizes the Software at its sole and exclusive risk. Accordingly, the Software is provided on an “AS IS” and “AS AVAILABLE” basis, and  to the fullest extent permitted by law, LayerX, its affiliates, their officers, directors, employees, LayerX’s and agents disclaim all warranties, explicit or implied, in connection with the Software and User’s use thereof, including without limitation, implied warranties of merchantability, title, fitness for a particular purpose, non-infringement, usefulness, authority, accuracy, completeness, and availability.
  • Without derogating from the above, although LayerX makes significant efforts to ensure maximum availability of the Software. Nevertheless, LayerX cannot assure that the Software will be undisrupted, error-free or available at all times, and User acknowledges that from time to time the Software may be temporarily inaccessible or inoperable or operate improperly for any reason. In addition, although LayerX will maintain operational and technological measures and procedures to safeguard against unauthorized access, loss, destruction, theft, use or disclosure of the data transmitted through the software, it is clarified that no assurance against cyber-attacks and vulnerabilities is provided.
  • Notwithstanding anything to the contrary herein: (a) under no circumstances shall the Company or its officers, directors, employees and agent, be liable to User or any other person for any indirect, incidental, consequential, special or punitive damages for any matter arising from or relating to the Software or PO, including, without limitation to, use or inability or access to use the Software, or delay or failure of, or unauthorized access to, the Software, and (b) User’s sole and exclusive remedy in the event of any breach of these T&C’s by LayerX or for any other matter relating to these T&C’s, the PO, the Software or the engagement hereunder, shall in no event exceed the total fees actually paid by User to LayerX hereunder during the twelve (12) month period preceding the relevant alleged breach or occurrence.
  • The limitations in this Section ‎‎11 shall apply to all claims, damages, losses, costs and expenses howsoever caused and whether for breach of contract, in tort, by way of negligence, strict liability, or otherwise.

General

  • Applicable Law. These T&C’s will be governed and interpreted under the laws of the State of Delaware, excluding its principles of conflict of laws. The Parties agree that the exclusive forum for any action or proceeding will be in Delaware, USA. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these T&C’s. Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to these T&C’s and/or the PO.
  • Force Majeure. Each Party shall not be liable for any failure to comply with the terms of these T&C’s due to causes beyond its reasonable control, including, but not limited to, natural or artificial disaster, riots, war, strike, acts or omissions of other parties, acts or omissions of civil or military authority, changes in law, material shortages, fire, strikes, floods, epidemics, quarantine restrictions and lockdowns, acts of terrorism, which in either case shall be considered as an event of force majeure, excusing such party from performance and barring remedies for non-performance. In an event of force majeure, such non-performing party’s time for performance shall be extended without incurring liability or penalty for a period equal to the time lost as a consequence of the force majeure condition, provided that  If such event of force majeure delays or prevents performance by the affected party for more than 3 months, such other party may, by notice to the affected party, cancel the PO and these T&C’s with no further liability to the affected party.
  • Assignment. These T&C’s will be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns. Neither Party shall transfer, assign or pledge in any manner whatsoever any of its rights or obligations under These T&C’s without the prior written consent of the other Party, provided, however, that LayerX may assign These T&C’s to a successor entity in a merger, acquisition, sale of all or substantially all of its assets or other such corporate reorganization.
  • Survival. Sections ‎6 (Proprietary Rights), ‎7 (Confidentiality), ‎11 (Limitations of Liability) and  ‎12 (General), together with all other provisions of these T&C’s that may reasonably be interpreted as surviving termination, will survive termination of the Term for any reason; except that the nonuse and nondisclosure obligations of Section ‎7 will expire 5 years following the end of the Term, except with respect to, and for as long as, any Confidential Information constitutes a trade secret.
  • Nonwaiver. Either Party’s failure or delay to exercise any right, power or privilege under these T&C’s will not be deemed a waiver of any kind. No waiver by either Party of a breach of any provision of these T&C’s by the other Party will constitute a waiver of any succeeding breach of the same or any other provision hereof, unless executed in writing by such Party.
  • Severability. If any portion of these T&C’s is determined to be or becomes unenforceable or illegal, such portion shall be deemed eliminated and the remainder of these T&C’s shall remain in effect in accordance with its terms as modified by such deletion. In such event, the Parties shall act in good faith to revise such provision in such manner as would give effect to the intent of the Parties as expressed herein while rendering the intent of such provision fully valid, binding and enforcing, to the fullest extent of the law.
  • Entire Agreement. These T&C’s together with any applicable PO executed between the Parties constitute the entire agreement between the Parties relating to the subject matter hereof, and supersede any other representations, understandings or agreements, oral or verbal, between the Parties relating to the subject matter hereof. In case of any contradiction between these T&C’s and the PO, these T&C’s will prevail.
  • Notices to User may be made via the Software and/or email. If email notice is provided, not receiving notice due to an invalid e-mail address will not release User of any obligations under these T&C’s.