BY CLICKING BY INSTALLING, ACCESSING, AND/OR USING THE SILVERFORT IDENTITY PROTECTION SOFTWARE PLATFORM IN A NOT FOR RESALE LICENSE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU, OR THE COMPANY YOU REPRESENT (“Reseller”) ARE ENTERING INTO A LEGAL AGREEMENT WITH SILVERFORT, INC. OR ANY OF ITS WHOLLY OWNED SUBSIDIARIES, INCLUDING SILVERFORT LTD., SILVERFORT PTE. LTD. OR SILVERFORT GMBH – AS APPLICABLE (“SILVERFORT”), AND HAVE UNDERSTOOD AND AGREE TO COMPLY WITH, AND BE LEGALLY BOUND BY, THE TERMS AND CONDITIONS OF THIS AGREEMENT, AS AMENDED FROM TIME TO TIME.
These Not for Resale Software License Terms (“NFR”) is made for the sole purpose of assisting Reseller to promote its part of the Reseller Agreement or Terms (“Agreement”).
Reseller is hereby granted a limited, private, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Platform, as further detailed herein:
1. EULA – All access to and use of the Platform is subject to Company’s Software License Agreement, located at – https://www.silverfort.com/silverfort-software-license-agreement/ (“EULA”). Any term used herein but not otherwise defined, shall have the meaning assigned to it in the EULA.
2. Restrictions – Reseller shall not: (i) reverse engineer, decompile, disassemble or otherwise reduce to human-perceivable form the Software’s source code or any part thereof; (ii) copy, modify, revise, enhance or alter the Software or any part thereof; (iii) make the Software, or any part thereof, accessible to other party’s or the public; (iv) 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; (v) interfere or attempt to interfere with the integrity or proper working of the Software, or any part thereof; (vi) remove, alter or obscure any proprietary notice displayed on or via the Software, or any part thereof; (vi) use the Software, or any part thereof, to violate any applicable laws; (vii) represent that it possesses any proprietary interest in the Software, or any part thereof; (viii) 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;and/or (ix) solicit, encourage, permit, allow or assist any person to do any of the foregoing.
3. Confidentiality and Restrictions of Use – Reseller confirms that it shall, at all times: (i) comply with all confidentiality and restriction of use obligations detailed in the EULA; (ii) not disclose the Software or any Confidential Information of Company to third parties.
4. Notwithstanding anything else to the contrary in the EULA, the following terms shall apply:
4.1 Purpose – Reseller may only use the Software in its own internal non-production environment OR itsproduction environment and in furtherance of the Reseller Agreement, as follows: (i) to promote its employees’ familiarity with the Software; (ii) to perform limited demonstrations for potential new clients in the Territory (as defined under the Agreement). The Software may not be shared with or used by any third party, including any affiliates or clients of the Reseller.
4.2 Protected Users – The license shall be limited to a number of Protected and Monitored User Accounts, as detailed in the Partner Program, which shall in any event not exceed more than 100.
4.3 Company Warranties & Liability – The Software is provided “AS IS” and Company makes no representations or warranties with respect to the Software and Reseller’s access to and use of the Software, including with regards to accuracy, non-infringement, completeness, fitness for a specific purpose and performance. In no event will Company or its affiliates be liable to the Reseller or any third party for: (i) any damages, losses, claims, suits whether in contract, tort or any other theory of liability; or (ii) any consequential, special, incidental or indirect damages of any kind – arising (under both subsection (i) and (ii) above) out of the access to and/or use of the Software, whether foreseeable or unforeseeable, even if Company has been advised of the possibility of such damages.
4.4 Reseller Liability – Reseller shall be fully responsible, without limitations, for any and all damages, claims and losses that arise under or in connection with Reseller’s access to and/or use of the Software.
4.5 IP Infringements – Reseller shall indemnify and hold Company harmless from and against any and all damages and losses that arise under or in connection with Reseller’s violation of Company’s intellectual property rights, including use of the Software in violation of this NFR (“IP Infringements”). Notwithstanding anything else to the contrary, there shall be no limit to Reseller’s liability for IP Infringements.
4.6 Term & Termination – This NRF shall come into force on the date of the Agreement and shall remain in effect until the earlier of: (i) the termination of the Agreement; or (ii) the delivery by Company, at any time, of a written notice of termination.
5. Conflict – In case of any conflicting provisions between this NFR and the EULA, unless specifically stated otherwise, the provision granting greater rights or remedies to Company or imposing greater duty, standard, responsibility or obligation on the Reseller, shall prevail.