ENTERPRISE RECON - LICENCE AGREEMENT

All users of Enterprise Recon are bound by the following End User Licence Agreement.

END USER LICENCE AGREEMENT

As the Licensee, you should carefully read the following terms and conditions before using, installing, copying, distributing, or transmitting this software. Unless otherwise agreed in writing signed by an authorised representative of Ground Labs Pte Ltd (hereinafter referred to as the “Licensor”), your use, installation, copying, distribution or transmission of the Licensed Product indicates your acceptance of this Agreement, thereby creating a "Licence". You understand and agree that the terms and conditions of this Licence are the only terms and conditions applicable to your use of the Licensed Product on an annually renewable basis. If you wish to subscribe to a Licence for multiple years, there is a separate written agreement setting out the terms available if you contact the Licensor. As a condition of downloading and using the Software, you also agree to the terms of the Licensor’s Privacy Policy at http://www.groundlabs.com/privacy which may be updated from time to time and without notice.

1. Term

1.1 This Agreement shall commence on the date of the download and, subject to the provisions of this Clause, shall continue for one year unless terminated earlier in accordance with the provisions of Clause 12.

1.2 Not less than one month before the end of the Term, the Parties shall review the Agreement and, if it makes commercial sense to renew this Agreement, a new Term shall commence on the expiration of time. In this, the Parties shall consider the Price, and may agree to revise the amount payable to reflect the current product list price(s). If the Parties cannot agree, this Agreement will terminate by expiration of time and the Licensed Product will cease to function.

1.3 If the Licence created by this Agreement is revoked or terminated, the Licensee shall destroy all copies of the Licensed Product held on the nominated computers, servers and archival devices.

2. Grant of the Licence

2.1 In consideration of the Licensee's promise to comply with the duties and obligations set out in this Agreement, the Licensor grants the Licensee a non-exclusive, non-transferrable, revocable licence to use the Licensed Product and any associated media which may include both printed and online or electronic documentation (hereinafter referred to as the "Documentation") the whole being referred to as the "Licensed Product".

2.2 The Parties agree that the Licence granted under Cause 2.1 above shall permit the use of the Licensed Product on the agreed number of host machines. For these purposes, it is understood that the Licensed Product is installed on a server which is designated the Master Server. The Licensed Product includes a Reporting Console that may be installed on any host machine. This gives the Licensee control over the Licensed Product. The Licensed Product also includes a software component referred to as a Node Agent that must be installed on each host machine. This establishes communication between the host machines in the network and the Master Server, and allows the Licensee to scan the data stored in all authorised host machines where a Node Agent is installed.

2.3 Upon payment of the agreed fee for the relevant number of licences, the Licensor shall supply the Licensee with an authorisation key that:

(i) activates the Master Server;

(ii) permits the designated number of Node Agents installed on each host machine to connect with the Master Server; and

(iii) permits the Reporting Console to interact with the Master Server for the purpose of initiating scans on host machines and to review any available reporting information.

3. Scope of the Licence

3.1 Once downloaded, the Licensee may install and access the Licensed Product, including any modification or upgrade supplied by the Licensor. Once installed, the Licensee shall not use the Licensed Product to audit host machines without a Node Agent in place. If the Licensee wishes to transfer the Licensed Product to more than the agreed maximum number of host machines, the Licensee shall purchase separate licences for each new host machine on which a Node Agent is to be installed.

3.2 Without prejudice to Clause 3.1 above, the Licensee may un-assign and re-assign licenses for the Licensed Product when a host machine is decommissioned and taken offline on a permanent basis, but at no time may the Licensee use the functionality of un-assigning and re-assigning licences as a method of reducing its licence requirements, or attempting to circumvent licensing controls, or manipulating the Licensed Product to exceed the maximum number of licensed host machines.

3.3 The Licensee may make copies of the computer software part of the Licensed Product for offline back-up or archival purposes, but the copies shall be used for no other purpose.

3.4 The following acts shall be considered a breach of condition and, without prejudice to Clause 12.2 below, shall entitle the Licensor summarily to terminate all the Licensee's rights to use the Licensed Product. Namely, the Licensee:

(i) attempts to create more than one Master Server without authorisation from Ground Labs;

(ii) uses the Licensed Product to interact with Node Agents without there being the appropriate number of licences in place;

(iii) uses the Licensed Product to provide a managed service to one or more third parties; or

(iv) sells the Licensed Product or any part of it to one or more third parties.

4. The Price and Payment

4.1 The Parties have agreed that the price of the annual License shall be as specified in the quotation supplied by the Licensor or its authorised partner.

4.2 The Parties further agree that, should the Licensee wish to increase the number of host machines, the additional licenses shall be issued as of right and, upon the request being made, the Licensor shall quote a price for the new total number of licences, calculated in accordance with Clause 4.5 below.

4.3 It is a precondition of the release of the authorisation key that the Licensee shall pay the whole of the first year's fee in advance unless otherwise agreed in writing. Once the Licensor is in possession of cleared funds, it shall issue the authorisation key for the agreed number of host machines within five working days.

4.4 If the Licence is to be renewed, payment of each new year's fee shall be made in full in advance not less than fourteen days before the end of the current year.

4.5 Should the Licensee exercise the right to buy additional Licenses under Clause 4.2 above, the amount payable shall be calculated on a pro rata basis given the number of days left for the Term to run. Where the Term remaining is less than six months, an additional 30% administration charge will be added to the amount payable. The total amount will be payable in advance as a precondition to the issue of the updated authorisation key and the Licensee agrees to destroy the old license key.

5. The Licensee’s Duties

5.1 The Licensee agrees to marketing initiatives proposed by the Licensor including but not limited to the following:

(a) the Licensee will participate in a Press Release confirming its decision to buy Licences from the Licensor for use of the Licensed Product; and

(b) once the installation is complete and the Licensed Product is in operational use, the Licensee will co-operate in the creation of a customer case study to be used as a part of the marketing of the Licensed Product.

(c) the Licensee will grant the Licensor permission to list the Licensee's name as a customer on its website, or in online and printed product material describing the Licensed Product or the Licensor's company information;

(d) for the purpose of providing a product reference, the Licensee will grant the Licensor permission to provide contact details for the appropriate individuals to prospective customers.

The Licensor undertakes that it will act reasonably in requesting access to the Licensee's operations and will not expect the Licensee to incur unreasonable expense in complying with its requests.

5.2 During the Term of the Agreement, the Licensee shall not:

(a) copy the Licensed Product except as provided in Clause 3.3 above;

(b) modify, reverse engineer, decompile or disassemble the object code or any part of the Licensed Product;

(c) assign, rent, transfer or distribute the Licensed Product to others;

(d) use the Licensed Product in any way that may infringe the Intellectual Property Rights of the Licensor or any third party;

(e) use the Licensed Product to provide services to any other person; or

(f) remove, alter or interfere with any of the trade marks, logos, proprietary notices or other protected content contained in the Licensed Product.

6. Right to technical support

By virtue of the Licence, the Licensee has a right to receive all Licensed Product updates and upgrades throughout the Term of the Licence. In addition, the Licence entitles the Licensee to receive online technical support including Documentation, FAQs and a helpdesk ticketing system to raise operational issues with the Licensor's support engineers. The Licensor does not levy separate support and maintenance charges in addition to the licensing fees.

7. Refund policy

The Licensor does not provide refunds, even if the Licensee shall terminate the Agreement in compliance with Clause 12.1 below. If the Licensee has a dispute or complaint about the Licensed Product, the Licensee may contact the Licensor via e-mail. The Licensor will use its reasonable endeavours to remedy any software faults identified.

8. Intellectual Property Rights

The Licensee acknowledges that title to all the Intellectual Property Rights relating to the Licensed Product are owned by the Licensor. At no time will the Licensee seek to claim any right or interest in any of these Intellectual Property Rights.

9. Confidentiality and privacy

9.1 All pricing information shall be kept confidential and shall only be disclosed should there be dispute that cannot be resolved by private arbitration and is referred to a court for determination.

9.2 The Parties acknowledge that, in their business relationship, each may disclose to the other personal and/or commercially sensitive information. The Parties agree that all information that they know or ought to know is confidential shall be kept confidential and shall not be disclosed to a third party unless the Party is so ordered by a court of competent jurisdiction.

9.3 The software component of the Licensed Product processes personally identifiable information and the Licensee, as the operator, is solely responsible for compliance with all relevant privacy and data protection laws in the relevant jurisdiction(s).

10. No General Warranty

The Licensed Product is provided "as is" and all warranties of any kind, either express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose are excluded to the fullest extent permitted by law. In particular, the Licensor does not warrant that the functions contained in the Licensed Product will meet the Licensee's requirements or that the operation of the software component of the Licensed Product will be uninterrupted or error-free. Nothing in this Agreement shall limit or exclude any statutory rights that may be available to the Licensee, and any terms in this Agreement that would be void or unenforceable under such legislation shall be severed from this Agreement.

11. Limitation of Liability

In the event the download fails to deliver a functioning copy of the Licensed Product, the sole obligation of the Licensor is to replace the download or to supply a replacement on physical media. The Licensor shall not be liable for any loss or corruption of data, interruption of business, loss of profits or for any other direct or indirect damage arising from the use of the Licensed Product. Under no circumstances shall the total liability of the Licensor exceed the amount the Licensee paid for the licence(s). Nothing in this Agreement shall limit or exclude the Licensor's liability for death or personal injuries due to its negligence or to any other liability arising from its fraud which may not be limited or excluded under the law.

12. Termination

12.1 The Licensee may terminate this Agreement at any time by giving written notice to the Licensor.

12.2 If either Party feels there is a material breach of this Agreement, it shall give written notice of the relevant facts to the other Party and request that appropriate action is taken to remedy the breach. If the breach shall not be remedied within twenty-eight days of the written notice being received, the Party may terminate this Agreement immediately by giving written Notice in writing under Clause 18 below.

12.3 This Agreement shall terminate automatically if either Party shall become insolvent or enter into any agreement with its creditors.

12.4 In the event that the Agreement is terminated, the Licence and any payment obligations shall continue in force until the expiry of the Term.

13. Indemnity

The Licensee agrees to indemnify the Licensor and its subsidiaries, affiliates, officers, agents, and employees against any claim, suit or action arising from or in any way related to the Licensee's use of the Licensed Product or breach of this Agreement, including any liability or expenses arising from all claims, judgments and costs of every kind. Immediately upon receipt, the Licensor shall provide the Licensee with written notice of such a claim, suit or action.

14. Assignment or Transfer

This Agreement shall be binding upon and inure to the benefit of the Licensor and the Licensee provided, however, that the Licensee may not assign or transfer its rights or obligations under the Agreement without the prior written consent of the Licensor, such consent not to be unreasonably refused. The Licensee acknowledges that the Licensor may assign its rights and obligations under this Agreement to a third party, and the Licensee agrees to abide by the terms of any such assignment or transfer.

15. Severability and Survival

If any provision or term of this Agreement is found by any arbitrator or court of competent jurisdiction to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such provision or term or part shall, to that extent, be deemed not to form part of this Agreement so that the remainder of this Agreement shall otherwise remain in full force and enforceable.

16. Whole Agreement

This Agreement contains the entire understanding between the Parties in connection with the subject matter and it supersedes or replaces any and all prior negotiations, agreements, and/or representations, whether oral or written, between the Parties.

17. Formation and counterparts

This Agreement may be formalised by e-mail and executed in two counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument.

18. Notice

Whenever either Party wishes or is required to give a Notice under this Agreement, the Notice shall be in writing and shall be delivered by e-mail and conventional mail, addressed as follows:

Ground Labs Pte Ltd
#29-01 Suntec Tower Two
9 Temasek Boulevard, Singapore, 038989
notice@groundlabs.com

The Licensor will use the primary contact nominated by the Licensee as shown in the Licensor customer management portal located at http://www.groundlabs.com/support to serve any notices under this agreement. The Licensee is responsible for ensuring correct details are listed.

For these purposes, the Notice is deemed to have been received on the same day it is transmitted by e-mail.

19. Governing Law and Venue

This Agreement shall be governed by and interpreted under the substantive and procedural laws of Singapore and, on a non-exclusive basis, the Parties agree to submit to the jurisdiction of the courts located in Singapore, acknowledging that those courts constitute the most convenient forum for the resolution of all claims by the Licensee against the Licensor. But the Parties also accept that it is more convenient for all claims against the Licensee, whether for emergency relief by way of injunction or for money damages following a breach of this Agreement, to be heard in the courts of the jurisdiction in which the Licensee is resident.

Download Agreement

ENTERPRISE RECON - ADDITIONAL LICENCE INFORMATION

SUBSCRIPTION LICENCE

Card Recon is a subscription licence that is valid for an agreed term. The default subscription term is 12 months unless otherwise specified on a quotation or invoice issued by Ground Labs or its authorised partner. Upon conclusion of the licence period the software will cease to function until a subsequent licence term has been purchased and a new licence key issued. The licencing period commences from the day Ground Labs confirms the licence is available for download via the Ground Labs online customer portal.

Any unused portion of the licence during the subscription term is forfeited and can not be rolled over into subsequent terms.

SUPPORT AND MAINTENANCE

Product updates are included throughout the term of the licence. In addition licenced customers are provided with online technical support including online product documentation, FAQs and a help desk ticketing system for cases to be raised and responded to by Ground Labs support engineers.

LICENCING RESTRICTED BY HOST

A Card Recon licence is required for each host where Card Recon is to be used. This may include desktops, servers, notebooks/laptops, physical hosts or logical virtual hosts. Customers are required to provide Ground Labs with a list of Hostnames or the Network Mac Addresses for each host requiring a licence. This information is entered by the customer using the Ground Labs online customer support portal after a licence has been purchased.

Customers may elect to provide host information at a later time after purchasing has been completed. This enables customers to purchase licences in quantity without immediately requiring the details of each host to be licenced.

The Card Recon licence file is issued for each order. For example if you have placed a single order for 100 host licences, a single host file will be provided containing a list of the 100 hostnames and/or network MAC address(s). This enables easy distribution of licencing amongst hosts.

Where unallocated licences are updated with host information, Ground Labs will issue a new licence file for that order with the additional hosts.

Please note that circumvention of any conditions via technical or other means, constitutes a willful violation of copyright.

UPDATING LICENCES

Once a host has been added it cannot be deleted or changed. Where a customer has assigned all licences purchased and then requires new hosts to be covered, additional licences should be purchased. In addition where a host has changed its hostname or network MAC address a new licence is required.

Customers who have purchased a licence and have not yet submitted the required information for each host should login the Support area of the Ground Labs website using the credentials supplied at the time the original order was placed.

If you have trouble logging in please contact us for further assistance.

DELIVERY

Electronic Software Delivery, activated by means of a licence key.

REFUND POLICY

Ground Labs does not provide refunds as a matter of standard practice. If you have a dispute or complaint or any other dissatisfaction regarding Ground Labs software please contact us via email or telephone. Ground Labs will endeavor to provide customer satisfaction including remediating any fault or issue presented within a reasonable time period.

If you are not clear on the benefits that Card Recon may provide your organisation, we recommend you download and test Card Recon Free Edition before ordering. This is a simplified version of the product that allows prospective customers to make an informed decision regarding the value of Card Recon to their organisation.

DATA RECON - LICENCE AGREEMENT

All users of Data Recon are bound by the following End User Licence Agreement.

END USER LICENCE AGREEMENT

You should carefully read the following terms and conditions before using, installing, copying, distributing, or transmitting this software. Unless otherwise agreed in a writing signed by an authorised representative of Ground Labs, your use, installation, copying, distribution or transmission of the Software indicates your acceptance of this agreement ("Licence"). You understand and agree that the terms and conditions of this Licence are the only terms and conditions applicable to your use of the Software and any additional or different terms specified, referenced, and/or incorporated by any document provided by you or on your behalf are hereby rejected by Ground Labs. By downloading, installing or using this software or any portion thereof ("Ground Labs Software") you agree to be bound by the following terms of service as well as the terms found on our Legal Notices page at https://www.groundlabs.com/legal (together the .Terms of Service.). The Ground Labs Software, and any portion thereof, are referred to herein as the "Software."

1. USE OF SOFTWARE; RESTRICTIONS

Use of Software. For an individual end user, the Software is made available to and may be used by you only for your personal, non-commercial use according to these Terms of Service and the Software documentation. For a business entity end user or government entity end user, the Software may be used by you and your employees for internal use according to these Terms of Service and the Software documentation (individual, business, and government end users are collectively referred to as "You" herein). Restrictions. Except where you have been specifically licenced by Ground Labs to do so, you may not use the software for illegal or unethical reasons including data theft, data compromise, data mining, any act that would breach any Payment Card Industry Security Council standard (as published at https://www.pcisecuritystandards.org), any situation that would negatively impact the reputation of Ground Labs or the Software, any situation that would impact a cardholder or a merchant and their respective card acquirer or card issuer or card scheme, and any other situation that is not aligned with the purpose for which the Software is being offered in the context of improving security through knowledge and assisting PCI compliance to be achieved.

2. PRIVACY POLICY

As a condition of downloading and using the Software, you agree to the terms of the Ground Labs Privacy Policy at https://www.groundlabs.com/privacy which may be updated from time to time and without notice.

3. PROPRIETARY RIGHTS

a. Ground Labs. You acknowledge that (a) the Software contains proprietary and confidential information that is protected by applicable intellectual property and other laws, and (b) Ground Labs owns all right, title and interest in and to the Software, and software provided through or in conjunction with the Software, including without limitation all Intellectual Property Rights therein and thereto. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. You agree that you will not, and will not allow any third party to, (i) copy, sell, licence, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Software, unless otherwise permitted, (ii) take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by any functionality (including without limitation digital rights management functionality) contained in the Software, (iii) use the Software to access, copy, transfer, transcode or retransmit content in violation of any law or third party rights, or (iv) remove, obscure, or alter Ground Labs's copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Software. The content presented to you as part of the Software (the .Content.), is protected by Intellectual Property Rights which are owned by Ground Labs, its third party licensors and partners, and others who provide that Content to Ground Labs You may not, nor may you allow others to, copy, distribute, display, modify, or otherwise use the Content except as it is provided to you through the Software, unless you have been specifically told that you may do so by Ground Labs or by the owners of that Content, in a separate agreement. Ground Labs and its licensors make no representations or warranties regarding the accuracy or completeness of this information.

4. EXPORT RESTRICTIONS

The Software is subject to United States export controls and you acknowledge the software is being delivered to you from the United States. By downloading the Software, you agree that you are solely responsible for complying with all United States export control regulations, including the Export Administration Regulations ("EAR"), and sanctions programs, including those administered by the United States Treasury Department's Office of Foreign Assets Controls ("OFAC"), and all other applicable international trade regulations. You agree that you will not download or use the Software without all required approvals in any proscribed destination (including Cuba, Iran, North Korea, Sudan, and Syria), on behalf of any proscribed entity or person, for any proscribed end use, or in any other manner contrary to these export regulations and sanctions programs. By downloading or using the Software, you represent and warrant that you are not a proscribed end-user or utilizing this software for a proscribed end use under these regulations.

5. COMPLIANCE WITH LAWS AND GROUND LABS POLICIES

You agree to comply with all local laws and regulations regarding the download, installation and/or use of the Software. You agree to comply with any applicable policies or guidelines that Ground Labs may make available from time to time in its sole discretion. By way of example, and not as a limitation, you agree that when using the Software, you will not:

defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

upload, post, email or transmit or otherwise make available any inappropriate, defamatory, infringing, obscene, or unlawful content;

upload, post, email or transmit or otherwise make available any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of such rights or have the permission of the owner to post such content;

download any file posted by another that you know, or reasonably should know, cannot be legally distributed in such manner;

impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software, Content or other material;

restrict or inhibit any other user from using and enjoying Ground Labs services;

use Ground Labs Software for any illegal or unauthorised purpose;

remove any copyright, trademark or other proprietary rights notices contained in or on Ground Labs Software;

submit content that falsely expresses or implies that such content is sponsored or endorsed by Ground Labs;

promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual; or

transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature.

6. TERMINATION

You may terminate these Terms of Service at any time by permanently deleting the Software in its entirety. Your rights automatically and immediately terminate without notice from Ground Labs if you fail to comply with any provision of these Terms of Service. In such event, you must immediately delete the Software and all Content. To the maximum extent permitted by law, Ground Labs reserves the right to terminate this agreement and your use of the Software at any time and for any reason.

7. SURVIVAL

The provisions of Sections 3,4,5, 6, 7, 8, 9,10,11,12 and 13 shall survive any termination or expiration of these Terms and Conditions.

8. INDEMNITY

You agree to hold harmless and indemnify Ground Labs and its subsidiaries, affiliates, officers, agents, and employees from and against any claim, suit or action arising from or in any way related to your use of the Software or your violation of these Terms of Service, including any liability or expense arising from all claims, losses, damages, suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Ground Labs will provide you with written notice of such claim, suit or action.

9. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT: a) YOUR USE OF THE SOFTWARE IS AT YOUR SOLE RISK. THE SOFTWARE IS PROVIDED ON AN "AS IS" BASIS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GROUND LABS AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
b) GROUND LABS AND ITS LICENSORS MAKES NO WARRANTY (I) THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, (II) THAT THE SOFTWARE WILL BE ERROR-FREE OR BUG-FREE, (III) REGARDING THE SECURITY, RELIABILITY, TIMELINESS, OR PERFORMANCE OF THE SOFTWARE, AND (IV) THAT ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
c) ANY CONTENT OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT OR MATERIAL.
d) NONE OF THE SOFTWARE IS INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, LIFE SUPPORT SYSTEMS, EMERGENCY COMMUNICATIONS, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, OR ANY OTHER SUCH ACTIVITIES IN WHICH CASE THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
e) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GROUND LABS OR ANY THIRD PARTY OR THROUGH THE SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.

10. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT GROUND LABS AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF GROUND LABS OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SOFTWARE OR TO ACCESS CONTENT OR DATA; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (III) UNAUTHORISED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (V) ANY OTHER MATTER RELATING TO THE SOFTWARE. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. UNDER NO CIRCUMSTANCES SHALL GROUND LABS OR ANY THIRD PARTY WHO MAKES ITS SOFTWARE OR CONTENT AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SOFTWARE BE LIABLE TO YOU OR ANY USER ON ACCOUNT OF YOUR USE OR MISUSE OF THE SOFTWARE OR SUCH THIRD PARTY SOFTWARE OR CONTENT. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF GROUND LABS AND/OR A THIRD PARTY SOFTWARE OR CONTENT PROVIDER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM THE USE OR MISUSE OF, INABILITY TO USE, OR RELIANCE ON THE SOFTWARE AND ALL THIRD PARTY SOFTWARE OR CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SOFTWARE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SOFTWARE AND ANY THIRD PARTY SOFTWARE OR CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SOFTWARE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.

11. EXCLUSIONS AND LIMITATIONS

NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

12. NO THIRD PARTY BENEFICIARIES

You agree that, except as otherwise expressly provided in these Terms of Service, there shall be no third party beneficiaries to these Terms and Conditions.

13. MISCELLANEOUS PROVISIONS

a) Choice of Law and Forum. These Terms of Service will be governed by and construed in accordance with the laws of the Republic of Singapore, without giving effect to the conflict of laws provisions of Singapore or your actual state or country of residence. If for any reason a court of competent jurisdiction finds any provision or portion of these Terms and Conditions to be unenforceable, the remainder of these Terms and Conditions will continue in full force and effect.
b) Waiver and Severability of Terms. The failure of Ground Labs to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms and Conditions shall remain in full force and effect.
c) Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Software or these Terms and Conditions must be filed within one (1) year after such claim or cause of action arose or be forever barred.
d) You grant Ground Labs permission to identify You a customer in online, printed material or other promotional activities. If you wish to no longer be identified, notify us by emailing notice@groundlabs.com and such requests will be processed within 30 days.
e) These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of these Terms and Conditions will be effective only if in writing and signed by Ground Labs.

DATA RECON - ADDITIONAL LICENCE INFORMATION

SUBSCRIPTION LICENCE

Data Recon is a subscription licence that is valid for an agreed term. The default subscription term is 12 months unless otherwise specified on a quotation or invoice issued by Ground Labs or its authorised partner. Upon conclusion of the licence period the software will cease to function until a subsequent licence term has been purchased and a new licence key issued. The licencing period commences from the day Ground Labs confirms the licence is available for download via the Ground Labs online customer portal.

Any unused portion of the licence during the subscription term is forfeited and can not be rolled over into subsequent terms.

SUPPORT AND MAINTENANCE

Product updates are included throughout the term of the licence. In addition licenced customers are provided with online technical support including online product documentation, FAQs and a help desk ticketing system for cases to be raised and responded to by Ground Labs support engineers.

LICENCING RESTRICTED BY HOST

A Data Recon licence is required for each host where Data Recon is to be used. This may include desktops, servers, notebooks/laptops, physical hosts or logical virtual hosts. Customers are required to provide Ground Labs with a list of Hostnames or the Network Mac Addresses for each host requiring a licence. This information is entered by the customer using the Ground Labs online customer support portal after a licence has been purchased.

Customers may elect to provide host information at a later time after purchasing has been completed. This enables customers to purchase licences in quantity without immediately requiring the details of each host to be licenced.

The Data Recon licence file is issued for each order. For example if you have placed a single order for 100 host licences, a single host file will be provided containing a list of the 100 hostnames and/or network MAC address(s). This enables easy distribution of licencing amongst hosts.

Where unallocated licences are updated with host information, Ground Labs will issue a new licence file for that order with the additional hosts.

Please note that circumvention of any conditions via technical or other means, constitutes a willful violation of copyright.

UPDATING LICENCES

Once a host has been added it cannot be deleted or changed. Where a customer has assigned all licences purchased and then requires new hosts to be covered, additional licences should be purchased. In addition where a host has changed its hostname or network MAC address a new licence is required.

Customers who have purchased a licence and have not yet submitted the required information for each host should login the Support area of the Ground Labs website using the credentials supplied at the time the original order was placed.

If you have trouble logging in please contact us for further assistance.

DELIVERY

Electronic Software Delivery, activated by means of a licence key.

REFUND POLICY

Ground Labs does not provide refunds as a matter of standard practice. If you have a dispute or complaint or any other dissatisfaction regarding Ground Labs software please contact us via email or telephone. Ground Labs will endeavor to provide customer satisfaction including remediating any fault or issue presented within a reasonable time period.

If you are not clear on the benefits that Data Recon may provide your organisation, we recommend you download and test Data Recon Free Edition before ordering. This is a simplified version of the product that allows prospective customers to make an informed decision regarding the value of Data Recon to their organisation.