Tripwire SecureScan EULA
Tripwire SecureScan Software and Service is licensed, not sold. USE OF THIS SOFTWARE AND SERVICE IS SUBJECT TO LICENSE RESTRICTIONS. CAREFULLY READ THIS AGREEMENT BEFORE USING THE SOFTWARE OR SERVICE. USE OF THE SOFTWARE OR SERVICE INDICATES COMPLETE AND UNCONDITIONAL ACCEPTANCE OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.
END-USER LICENSE AGREEMENT ("Agreement")
This is a legal agreement concerning the use of the SecureScan Software and Service between the entity acquiring the license (“Customer”), and Tripwire, Inc. (“Tripwire”). If you are using the Software as an employee, the legal entity that employs you is the “Customer.” You are binding your employer and yourself personally as an employee, to this Agreement by using the Software or Service. This Agreement contains the parties' entire understanding relating to the subject matter and supersedes all prior or contemporaneous agreements. IF YOU DO NOT, OR THE CUSTOMER DOES NOT, AGREE TO THESE TERMS AND CONDITIONS, IMMEDIATELY STOP USING THE SOFTWARE AND SERVICE, AND DESTROY AND CERTIFY DESTRUCTION OF THE SOFTWARE AND ALL ACCOMPANYING ITEMS.
1. OWNERSHIP; LICENSE GRANT
1.1 The SecureScan software (“Software”) downloaded or accessed by Customer through the SecureScan service (“Service”) under this Agreement, including any upgrades, updates, modifications, revisions, copies, and documentation is copyrighted, trade secret and confidential information of Tripwire or its licensors, who maintain exclusive title to all Software and Services and retain all rights not expressly granted by this Agreement. The Software is licensed and not sold. Tripwire grants to Customer, during the term of and subject to the terms and conditions of this Agreement, a nontransferable, nonexclusive license to use Software and Service solely for Customer’s internal business purposes to scan up to 100 Internet Protocol addresses (“IPs”) owned by Customer.
1.2 Customer may copy Software only as reasonably necessary to support the authorized use. Each copy must include all notices and legends embedded in Software and affixed to its medium and container as received from Tripwire. All copies shall remain the property of Tripwire or its licensors. Customer shall maintain a record of the number and primary location of all copies of Software, including copies merged with other software, and shall make those records available to Tripwire on request.
1.3 Customer shall not use the Software or Service for any purpose other than as permitted hereunder. Customer may not loan, rent, lease, distribute, or otherwise transfer Software. Customer shall not make Software or Service available in any form to any person other than Customer’s employees and on-site contractors, whose job performance requires access and who are under obligations of confidentiality. Customer shall take appropriate action to protect the confidentiality of Software and ensure that any person permitted access does not disclose or use it except as permitted by this Agreement. Customer shall not use the Software or Service for the benefit of a third party. Customer shall give Tripwire written notice of any unauthorized disclosure or use of the Software or Service as soon as Customer learns or becomes aware of such unauthorized disclosure or use.
1.4 Customer shall not use Software or Service, or allow its use, for the purpose of developing, enhancing or marketing any product that is in any way competitive with Software or Service, or disclose to any third party the results of or information pertaining to any benchmark. Except as otherwise permitted for purposes of interoperability as specified by applicable and mandatory local law, Customer shall not reverse-assemble, reverse-compile, reverse-engineer or in any way derive any source code from Software or Service. If Customer wishes to exercise any rights to reverse-engineer to ensure interoperability in accordance with applicable law, Customer must first provide Tripwire with written notice and all reasonably requested information to TW-Contracts@tripwire.com within 30 days and permit Tripwire to assess the claim and, at Tripwire’s sole discretion, to make an offer to provide alternatives that reduce any adverse impact on Tripwire’s intellectual property or other rights.
1.5 Customer shall not sublicense, assign or otherwise transfer Software, this Agreement or the rights under it, whether by operation of law or otherwise (“attempted transfer”), without Tripwire’s prior written consent. Any attempted transfer without Tripwire’s prior written consent shall be a material breach of this Agreement and may, at Tripwire’s option, result in the immediate termination of this Agreement and licenses granted under this Agreement. The terms of this Agreement, including without limitation the licensing and assignment provisions, shall be binding upon Customer’s permitted successors in interest and assigns.
1.6 The Software contains software and copyrighted information of third parties. Third party software licenses are located in third party license directory, accessible through the Software and Service. If any third party license requires that Tripwire provide Customer with rights to use, copy or modify a software program that are broader than the rights granted in this Agreement, then such rights shall take precedence over the rights and conditions in this Agreement with regard to those components. Customer’s use of third party components in conjunction with the Software in accordance with this Agreement is permitted under all such licenses.
2. TRIPWIRE COLLECTION AND USE OF AGGREGATED DATA
The Software and Service automatically collects data about vulnerabilities found and the environment (operating system, applications and devices) scanned (“Collected Data”). Tripwire may use the Collected Data on an aggregated, anonymized basis only to analyze, publish and report on industry trends. Tripwire shall not disclose the Collected Data in any manner in which the Collected Data could be attributed to Customer or Customer’s use of the Software or Services.
3. CONFIDENTIAL INFORMATION
3.1 "Confidential Information" means: (a) code provided by Tripwire and Collected Data collected by Tripwire; (b) any authorization keys and passwords delivered in order to operate the Software; (c) Documentation, product road maps and development plans, and product pricing information; and (d) any other business, technical or training information of a party that, if disclosed in writing, is marked "confidential" or "proprietary" at the time of disclosure, or, if disclosed orally, is identified as "confidential" or "proprietary" at the time of disclosure. Confidential Information does not include information that: (i) is or becomes generally known or available to the public through no act or omission of the recipient; (ii) is rightfully known to or received by the recipient prior to receiving such information from the disclosing party without restriction as to use or disclosure; or (iii) is independently developed by the recipient without use of Confidential Information and without a breach of this Agreement. The existence of this Agreement and the nature of the business relationship between the parties are not Confidential Information.
3.2 Neither party will use Confidential Information of the other party except as expressly permitted under the terms of this Agreement, or to evaluate opportunities to license additional Tripwire product offerings. The foregoing obligations will not restrict the recipient’s disclosure of Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the recipient gives the disclosing party reasonable notice to contest such order or requirement.
4. CUSTOMER RESPONSIBILITIES; DISCLAIMER OF WARRANTIES
Customer shall assume sole responsibility for selecting the Software and Service to achieve its intended results, and for the installation of, use of, and results obtained from the Software and Service. Customer is solely responsible for compliance with all laws, rules and regulations applicable to Customer’s use of the Software and Service. Customer is solely responsible for any taxes, customs duties or similar charges arising out of Customer’s receipt or use of the Software or Services. The Software and Service are made available by Tripwire AS-IS, without warranty of any kind. TRIPWIRE AND ITS LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY NATURE, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR PURPOSE OR NON-INFRINGEMENT. The Software and Services do not include access to Tripwire’s Customer Support Center or support services.
5. DISCLAIMER OF LIABILITY
The Software and Services are provided to Customer at no-charge. TRIPWIRE AND ITS LICENSORS SHALL HAVE NO LIABILITY FOR ANY DAMAGES WHATSOEVER. WITHOUT LIMITING THE FOREGONING, IN NO EVENT SHALL TRIPWIRE OR ITS LICENSORS BE LIABLE FOR DIRECT, PUNITIVE, EXEMPLARY, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST DATA, LOST PROFITS OR SAVINGS) WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF TRIPWIRE OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Customer acknowledges that the Software and Services are provided at no-charge, reflecting the allocation of risk set forth in this Agreement and that Tripwire would not enter into this Agreement or offer the Software and Services at no charge without these limitations on its liability. Some jurisdictions do not allow the exclusion or limitation of liability for certain damages for certain types of claims, so the above limitation may not apply to you to the extent prohibited by such local laws.
6. TERM AND TERMINATION.
This Agreement remains effective until expiration or termination. All access and licenses to the Software and Services shall immediately terminate on any termination of this Agreement. Either party may terminate this Agreement at any time. Tripwire will notify Customer of any such termination through the Services and/or through the contact information provided by Customer on registration. Customer may terminate this Agreement at any time by returning or certifying destruction of all copies of the Software used by Customer and providing written notice to Tripwire. The provisions of sections 1.3, 2-6 and 8-10 shall survive any termination of this Agreement.
7. U.S. GOVERNMENT LICENSE RIGHTS
All Software is commercial computer software within the meaning of the applicable acquisition regulations. Accordingly, pursuant to US FAR 48 CFR 12.212 and DFAR 48 CFR 227.7202, use, duplication and disclosure of the Software by or for the U.S. Government or a U.S. Government subcontractor is subject solely to the terms and conditions set forth in this Agreement, except for provisions which are contrary to applicable mandatory federal laws.
Customer shall comply with all applicable international and national laws that apply to the Software and Services, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments, which prohibit export or diversion of certain products, and information about the products to certain countries and certain persons.
9. REVIEW OF LICENSE USAGE
On Tripwire's written request, Customer will furnish to Tripwire: (a) a certification signed by an officer indicating whether the Software is being used in accordance with this Agreement; and (b) a copy of any usage reports generated from the Software or Service, if applicable. With prior written notice, Tripwire may engage an independent auditor to review Customer’s Software usage and related records during Customer’s normal business hours to confirm compliance with this Agreement (a “Review”). Customer will provide the auditor with access to the relevant records and facilities for the Review. Tripwire will bear the expense of the Review unless a material non-compliance is revealed. Tripwire will treat all information disclosed during the Review as confidential information and will only use or disclose such information as required by law or to enforce its rights under this Agreement.
10. GENERAL TERMS.
10.1 This Agreement shall be governed by and construed under the laws of the State of Oregon, USA, excluding choice of laws rules. Any action or proceeding arising from or relating to this Agreement, must be brought in a federal court in the District of Oregon or in state court in Multnomah County, Oregon, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding; however, this provision shall not restrict Tripwire’s right to bring an action against Customer or its subsidiary in the jurisdiction where Customer’s or its subsidiary’s place of business is located. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
10.2 If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.
10.3 This Agreement may only be modified in writing by authorized representatives of the parties. All notices required or authorized under this Agreement must be in writing and shall be sent, as applicable, to Customer’s legal department or to Tripwire at: Tripwire, Inc., Attn.: Legal Department, P.O. Box 2727, Portland, OR 97208-2727 USA. Waiver of terms or excuse of breach must be in writing and shall not constitute subsequent consent, waiver or excuse.
This is the website for Tripwire, Inc. Our postal address is:
101 SW Main St., Ste. 1500
Portland, OR 97204
We can be reached via e-mail at webmaster[ at ]tripwire[ dot ]com or you can reach us by telephone at 503.276.7500