Silverfort Product License Agreement

BY SIGNING THIS AGREEMENT, CLICKING “I AGREE”, “ACCEPT” OR OTHER SIMILAR BUTTON, OR BY INSTALLING, ACCESSING AND/OR USING THE SILVERFORT AUTHENTICATION PLATFORM SOFTWARE (“SOFTWARE”), YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU, OR THE COMPANY YOU REPRESENT, (“YOU” OR “LICENSEE”) ARE ENTERING INTO A LEGAL AGREEMENT WITH SILVERFORT INC. OR SILVERFORT LTD. (AS MAY BE APPLICABLE, “SILVERFORT”), AND HAVE UNDERSTOOD AND AGREE TO COMPLY WITH, AND BE LEGALLY BOUND BY, THE TERMS AND CONDITIONS OF THIS AGREEMENT (“AGREEMENT”). SILVERFORT AND LICENSEE MAY EACH BE INDIVIDUALLY REFERRED TO HEREIN AS A “PARTY” AND COLLECTIVELY AS THE “PARTIES.” TO THE EXTENT THAT YOU AGREE TO THIS AGREEMENT BY CLICKING “I AGREE”, “ACCEPT” OR OTHER SIMILAR BUTTON, YOU HEREBY WAIVE ANY APPLICABLE RIGHTS TO REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT NOT PROHIBITED UNDER APPLICABLE LAW. IF YOU ARE ENTERING INTO THIS AGREEMENT ELECTRONICALLY AND YOU HAVE ALREADY ENTERED INTO A SEPARATE LICENSE AGREEMENT DIRECTLY WITH SILVERFORT IN CONNECTION WITH THE ACCESS OR USE OF THE SOFTWARE THEN THIS AGREEMENT SHALL NOT APPLY, EVEN IF YOU ARE REQUIRED TO CLICK “I AGREE”, “ACCEPT” OR OTHER SIMILAR BUTTON AFFIRMING YOUR CONSENT TO THIS AGREEMENT.IF YOU HAVE PURCHASED THE LICENSE GRANTED HEREUNDER FROM A PARTNER, RESELLER OR DISTRIBUTOR AUTHORIZED BY SILVERFORT (“PARTNER”), TO THE EXTENT THERE IS ANY CONFLICT BETWEEN THIS AGREEMENT AND THE AGREEMENT ENTERED BETWEEN YOU AND THE RESPECTIVE PARTNER, INCLUDING ANY PURCHASE ORDER (“PARTNER ORDER FORM”), THEN, AS BETWEEN YOU AND SILVERFORT, THIS AGREEMENT SHALL PREVAIL. ANY RIGHTS GRANTED TO YOU IN SUCH PARTNER ORDER FORM WHICH ARE NOT CONTAINED IN THIS AGREEMENT, APPLY ONLY IN CONNECTION WITH SUCH PARTNER. IN THAT CASE, YOU MUST SEEK REDRESS OR REALIZATION OR ENFORCEMENT OF SUCH RIGHTS SOLELY WITH SUCH PARTNER AND NOT SILVERFORT.

  • 1. Definitions
    • 1.1. “Anonymous Information” means any information about the use or operation of the Software (including, but not limited to, aggregated analytics information, such as the overall number of users of the Software) collected or otherwise obtained by Silverfort which does not enable identification of the Licensee or any of its users and does not contain any identifiable information (such as user names, service names or network addresses) from Licensee’s network. For the avoidance of doubt, Anonymous Information does not include Licensee Data.
    • 1.2. “Documentation” means any material that Silverfort provides or makes available (including online) to Licensee which contains instructions on how to utilize the Software.
    • 1.3. “End User Order Form” means, as applicable, any written or electronic order form (i) issued by Silverfort and agreed to by Licensee or (ii) issued by Licensee pursuant to a Proposal made by Silverfort to Licensee, each for the provision by Silverfort of a license to use the Software and/or the Support Services to Licensee.
    • 1.4. “Licensee Data” means any data or data logs containing identifiable information regarding activity of Licensee’s individual users (such as user names, service names or network addresses) of the Software. For the avoidance of doubt, Licensee Data does not include Anonymous Information.
    • 1.5 “Order Form” means either a Partner Order Form or an End User Order Form, as applicable.
    • 1.6 “Protected and Monitored User Accounts” means the user accounts, as well as service accounts, which are audited, analyzed and/or secured by the Software.
    • 1.7 “Proposal” means any written or electronic price proposal, made by Silverfort to Licensee, setting forth the scope and price of the license to use the Software and/or the provision of the Support Services, as applicable.
    • 1.8 “Support Services” means any support services provided by Silverfort to Licensee relating to the Software as set forth in the applicable Order Form.
    • 1.9 “Software Updates” means any updates, upgrades, modifications, improvements, enhancements, new versions, new releases and corrections to the Software and any derivative works based on the Software, including, in each case, any error corrections, patches and bug fixes.
  • 2. License.
    • 2.1. Software License. Subject to the terms and conditions of this Agreement, Silverfort hereby grants Licensee a non-exclusive, non-sublicensable, non-transferable, revocable license, for the duration of the Term (as defined below), to use the Software solely in object code format and solely for internal business security purposes (the “License”). The License shall be limited to the maximum number of Protected and Monitored User Accounts specified in the Order Form.
    • 2.2.Documentation. During the Term, Licensee may use the Documentation solely for Licensee’s internal business security purposes and solely in connection with Licensee’s use of the Software.
    • 2.3.Reservation of Rights. Other than the limited rights explicitly granted under this Agreement, Licensee shall have no other rights, express or implied, in the Software and all such rights are reserved by Silverfort.
    • 2.4 Use Restrictions. Licensee shall not, directly or indirectly: (i) sell, lease, sublicense or distribute the Software, or any part thereof, or otherwise transfer the Software, or any part thereof, or allow any third party to use the Software, or any part thereof, in any manner; (ii) install the Software, or any part thereof, on a server not owned by, and in the control and possession of Licensee; (iii) reverse engineer, decompile, disassemble or otherwise reduce to human-perceivable form the Software’s source code, or any part thereof; (iv) copy, modify, revise, enhance or alter the Software, or any part thereof; (v) make the Software, or any part thereof, accessible to other users or the public; (vi) circumvent, disable or otherwise interfere with security-related features of the Software, or any part thereof, or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Software, or any part thereof; (vii) interfere or attempt to interfere with the integrity or proper working of the Software, or any part thereof; (viii) remove, alter or obscure any proprietary notice displayed on or via the Software, or any part thereof; (ix) use the Software, or any part thereof, to violate any applicable laws; (x) represent that it possesses any proprietary interest in the Software, or any part thereof; (xi) publish or disclose to any third party any reviews, testing information or the results of any benchmark test of the Software, or any part thereof, without Silverfort’s express prior written consent; (xii) attempt to circumvent or otherwise bypass the maximum number of Protected and Monitored User Accounts set forth in the Order Form; and/or (xiii) solicit, encourage, permit, allow or assist any person to do any of the foregoing.
    • 2.5 Open Source Licenses. The Software includes certain open source code software and materials that are subject to their respective open source licenses. A list of any third party open source software and related open source licenses is available in the Software notice.txt file. If there is a conflict between any open source license and the terms of this Agreement, then the open source license terms shall prevail but solely in connection with the related third party open source software.
    • 2.6 Software Updates. Unless otherwise specified in an Order Form, during the Term, from time to time, Silverfort may, in its sole discretion, deliver Software Updates to Licensee. From time to time, Silverfort shall update the Documentation to reflect any Software Updates and shall make such updated Documentation available to Licensee.
    • 2.7 Support Services. Subject to the terms and conditions of this Agreement, Silverfort shall provide the Support Services if and as provided in any Order Form for the duration of the Term.
  • 3. Licensee Data and Analytics Information.
    • 3.1. As Silverfort operates the Software, it may monitor Licensee Data in order to detect and prevent cyber threats. Licensee is the exclusive owner of all Licensee Data. To the extent that Licensee Data is made available to Silverfort, during the Term Licensee hereby grants Silverfort a non-exclusive, irrevocable, non-sublicensable, royalty-free, fully paid-up right and license to use such Licensee Data to perform Silverfort’s obligations under this Agreement and any Order Form.
    • 3.2. Licensee represents and warrants to Silverfort that, to the extent Licensee Data includes any personally identifiable information or personal data (each as defined in applicable data privacy laws) (“Personal Data”), Licensee has the appropriate legal bases, required consents or permits and has acted in compliance with all applicable privacy laws and regulations (including, but not limited to, the Regulation (EU) 2016/679 (General Data Protection Regulation) (“GDPR”)), as to allow Silverfort to receive (including transfers outside of the European Economic Area), process and use such Licensee Data solely in order to perform Silverfort’s obligations under this Agreement and any Order Form. To the extent that Licensee needs a data processing agreement, Licensee shall download Silverfort’s Data Processing Agreement (“DPA”) available on Silverfort’s website and return it duly signed to Silverfort.
    • 3.3 In the event Licensee (i) fails to comply with any applicable data privacy law or regulation (including the GDPR), (ii) fails to comply with any provision of the DPA and/or (iii) fails to sign the DPA and return an executed version of the DPA to Silverfort, then: (a) to the maximum extent permitted by law, Licensee shall be solely and fully responsible and liable for any such breach, violation, infringement and/or processing of Personal Data by Silverfort or any of Silverfort’s affiliates or subsidiaries (including, without limitation, Silverfort’s employees, officers, directors, subcontractors and agents), and the consequences of any of the foregoing; (b) in the event of any claim of any kind related to any such breach, violation or infringement and/or any claim related to processing of Personal Data, Licensee shall defend, hold harmless and indemnify Silverfort and Silverfort’s affiliates and subsidiaries (including, without limitation, their employees, officers, directors, subcontractors and agents) from and against any and all losses, penalties, fines, damages, liabilities, settlements, costs and expenses, including reasonable attorneys’ fees; and (c) the limitation of Licensee’s liability under Section ‎10 below shall not apply with respect to paragraphs (a) and (b) above.]

Updated on May 16, 2019.