Software License Terms and Conditions

Software license terms and conditions

1. Definitions

1.1. “Client Materials” means any data, information, networks, systems, hardware, software, equipment, technologies, and processes provided or made accessible by or on behalf of Client directly or indirectly to Cyderes in connection with the Cyderes RBA Software, used by Client in connection with the Cyderes RBA Software and Client’s access and use of the Cyderes RBA Software, or otherwise made available by Client to Cyderes in connection with this Agreement.

1.2. “Confidential Information” means the (a) internal business, financial and marketing information of either party, (b) the Cyderes RBA Software code and its technical documentation (including, without limitation, the architecture, conceptual logic, know-how and other Intellectual Property Rights embodied in the RBA Software and/or accompanying documentation, and made accessible to Client hereunder), (c) any Cyderes RBA Software implementation, training and/or use documentation, (d) any confidential or proprietary information or Intellectual Property Rights contained within Client’s existing system and network framework, (e) the contractual terms, fees and pricing set forth in this Agreement and the discussions, negotiations and proposals related to this Agreement, and (f) any other material or information received from the other party and which is designated as “confidential” or “proprietary”, or which are known, or under the circumstances surrounding disclosure reasonably should be known, as the confidential or proprietary material of the disclosing party. Confidential Information shall not include information that (1) was in the receiving party’s possession at the time it was received from the disclosing party, (2) is or becomes a matter of public knowledge through no wrongdoing of the receiving party, (3) is rightfully provided to the receiving party by a third party without restrictions of confidentiality, or (4) is independently developed by the receiving party without breach of this Agreement.

1.3. “Fees” means the fees for the license to use the Cyderes RBA Software as identified in the Order Form referencing this Agreement.

1.4. “Intellectual Property Rights” means collectively, all worldwide patents, patent applications, patent rights, copyrights, copyright registrations, moral rights, trade names, trademarks, service marks, domain names and registrations and/or applications for all of the foregoing, trade secrets, know-how, mask work rights, rights in trade dress and packaging, goodwill and all other intellectual property rights and proprietary rights related thereto, whether arising under the laws of the United States of America or the laws of any other state, country or jurisdiction.

1.5. “Modifications” means any modifications, updates, improvements, enhancements, alterations, customizations, or other derivative works of the Cyderes RBA Software, and any Intellectual Property Rights associated therewith, that are conceived, developed or reduced to practice by Cyderes or Client, jointly or solely, in connection with the use of the Cyderes RBA Software, or implementation of the Cyderes RBA Software for operation within Client’s system environment. For avoidance of doubt, Modifications includes any modifications or adaptations of the Cyderes RBA Software that Client makes in connection with its use of the Cyderes RBA Software in accordance with the license granted herein.

1.6. “Order Form” means the order form or ordering document that identifies Client’s order of a license to the Cyderes RBA Software, a license to Third Party Products and Services, if applicable, and the schedule of Fees payable and applicable payment for terms for Client’s license(s) to the Cyderes RBA Software and Third-Party Products and Services, if applicable.

1.7. “Cyderes Materials” means the Cyderes RBA Software, the Documentation, any manuals, instructions, documentation, data or other information provided with the Cyderes RBA Software, and all technology, materials, content, work product documentation, metrics, reports, data and information, source code, methodologies, know how, processes, techniques, and ideas (and the Intellectual Property Rights associated therewith), whether tangible or intangible materials, whenever or wherever developed that Cyderes uses, provides, or creates in connection with the Cyderes RBA Software or any Modifications thereof.

1.8. “Cyderes RBA Software” means the risk based alerting software program application, including all updates thereof, configured for use within a Splunk Enterprise Environment to assist in the implementation of a risk based alerting approach and functionality within the Splunk Enterprise Security Environment.

1.9. “Documentation” means the specifications and descriptions of the Cyderes RBA Software licensed under this Agreement, as made available to Client, and as may be updated from time to time.

1.10. “Third Party Products and Services” means any third-party products, services, applications, software, platforms, or content included in the Order Form. All Third-Party Products and Services are identified in the Order Form as being provided by a third-party manufacturer and are subject to a separate end user license agreement entered directly between the third-party manufacturer and Client. Third Party Products and Services are separate from and not part of the Cyderes Materials.      

2. Fees and payment

2.1. Fees; Payment Terms. Fees and payment terms for Client’s purchase of the license to the Cyderes RBA Software are set forth in the Order Form. Unless otherwise stated in the Order Form, the Fees for Client’s license of the Cyderes RBA Software shall be invoiced on a yearly basis and shall be paid upfront in advance. All Fees are exclusive of sales, use and other applicable taxes and duties (with the exception of those based on Cyderes’ income) all of which shall be the responsibility of Client and shall be payable immediately upon your acceptance of this Agreement. Invoices shall be stated in U.S. currency. Client shall pay all undisputed invoices within thirty (30) days of the invoice date. Past-due amounts shall accrue interest at 1.5% per month, or the highest rate permitted by applicable law, whichever is less. All invoices submitted by Cyderes are deemed accepted and approved unless disputed by Client within ten (10) business days of the invoice date. Fees paid are non-refundable except as may be expressly provided for herein. Client shall be responsible for all reasonable costs of collection, including attorneys’ fees, which Cyderes may be required to incur with respect to unpaid amounts due and payable by Client hereunder.

3. License

3.1. License Grant. Subject to the terms and conditions of this Agreement, Cyderes hereby grants to Client, a non-exclusive, non-transferrable, non-sublicensable and limited license to use the Cyderes RBA Software solely for Client’s internal business purposes in connection with its Splunk Enterprise Security Environment. The license granted herein authorizes Client to configure, implement, and use the Cyderes RBA Software within Client’s system solely for internal use in connection with a Splunk Enterprise Security Environment. Except as otherwise provided in the Order Form, the Cyderes RBA Software is provided as unmanaged code and Cyderes will not configure, customize, implement, support, update, maintain or otherwise manage the Cyderes RBA Software.

3.2. Restrictions. Except as permitted in Section 3.1, Client agrees to not (i) use the Cyderes RBA Software or Cyderes Materials for any purpose, or in any manner not specifically authorized by this Agreement, (ii) use the Cyderes RBA Software for the benefit of any third parties or provide service bureau, managed services, or other access or use of the Cyderes RBA Software to third parties, (iii) directly or indirectly sublicense, assign, transfer, sell, rent, lend, lease, or otherwise provide the Cyderes RBA Software, the Cyderes Materials, or any portion thereof, including without limitation, any documentation or output associated with the Cyderes RBA Software, to any third party, (iv) disclose, publish, disseminate, distribute or circulate the Cyderes RBA Software in any form or by any means, (v) modify, adapt, alter, translate, or create derivative works of the Cyderes RBA Software or Cyderes Materials, except as specifically required to configure and implement the Cyderes RBA Software within Client’s system, (vi) decompile, disassemble, reverse engineer or otherwise derive source code, or attempt to derive source code, from the Cyderes RBA Software or Cyderes Materials, except as expressly authorized by Cyderes, (vii) refer to or otherwise use the Cyderes RBA Software or Cyderes Materials as part of any effort to develop a program to compete with Cyderes or any other purpose that is to Cyderes’s detriment or commercial disadvantage, or (viii) remove, modify, or obscure any copyright, trademark, or other proprietary rights notices that are contained in or on the Cyderes RBA Software or Cyderes Materials.

4. Standard support and professional services

4.1. Standard Support Services. During the term of this Agreement, Cyderes will provide standard support services in connection with the license to the Cyderes RBA Software (“Standard Support”). As part of the Standard Support, Cyderes will use commercially reasonable efforts to: (i) correct material defects in the Cyderes RBA Software that impair Client’s use of the Cyderes RBA Software; (ii) provide periodic patches, repairs, and fixes to minor bugs, errors, and defects in the Cyderes RBA Software; and (iii) work with Client to address errors, problems, and performance issues affecting the Cyderes RBA Software. The Standard Support shall only extend to the Cyderes RBA Software and the use and operation thereof, and Cyderes shall have no obligation to provide support for problems, errors, or issues with Client’s own networks, systems, and equipment not caused by the Cyderes RBA Software.

4.2. Additional Professional Services. Except for the Standard Support described in subsection 4.1, and as otherwise set forth in the Order Form, Cyderes does not provide any implementation, administration and support, training, or other professional services relating to the Cyderes RBA Software. In the event Client desires Cyderes to provide any implementation, administration and support, training or other professional services relating to the Cyderes RBA Software, the provision of such services shall be governed by a separate written agreement executed by the parties. Except as otherwise provided herein, Cyderes does not provide any additional services relating to the Cyderes RBA Software.

5. Ownership

5.1. Cyderes RBA Software. Client acknowledges that the Cyderes RBA Software (including all Intellectual Property Rights therein) and related documentation are commercially valuable to Cyderes and are treated as confidential, proprietary and containing of trade secrets. Except for the rights expressly granted to Client hereunder, no right in or title to the Cyderes RBA Software, or any Intellectual Property Rights therein or associated therewith, shall be deemed to have been vested in or transferred to Client under the terms of the Agreement. All right, title and interest in and to the Cyderes RBA Software and the Intellectual Property Rights therein or associated therewith, remain with Cyderes.

5.2. Cyderes Materials. Cyderes retains all right, title and interest (including related Intellectual Property Rights) in and to all Cyderes Materials used in connection with the Cyderes RBA Software or incorporated into any Modifications of the Cyderes RBA Software. To the extent that Cyderes incorporates any Cyderes Materials into any Modifications of the Cyderes RBA Software, Cyderes grants to Client during the term of this Agreement and conditioned upon full payment of the Fees due hereunder, a non-exclusive, non-transferable, and limited license to use the Cyderes Materials solely for Client’s internal business use relating to the Cyderes RBA Software and for no other purpose whatsoever. Such license will terminate upon expiration or termination of this Agreement.

5.3. Cyderes Modifications. Except for any Client Materials incorporated therein, Cyderes shall own any and all Modifications of the Cyderes RBA Software that are conceived, developed or reduced to practice by Cyderes, whether developed solely or jointly with Client in connection with the subscription license to the Cyderes RBA Software, along with all Intellectual Property Rights associated with such Modifications. Client agrees to assign and hereby assigns to Cyderes all right, title and interest in and to such Modifications excluding any Client Materials incorporated therein. Client shall retain no rights in and to the Cyderes RBA Software or any Modifications thereof except as specifically provided herein.

5.4. Client Materials. Client retains all right, title and interest (including Intellectual Property Rights) in and to the Client Materials that are used by Client in connection with the Cyderes RBA Software. To the extent that Cyderes needs to access or use the Client Materials in connection with the license to the Cyderes RBA Software, Client hereby grants to Cyderes a limited, non-transferable and non-exclusive license to access and use such Client Materials in connection with the Cyderes RBA Software. Cyderes will only use Client Materials in connection with the Cyderes RBA Software and to provide the license to the Cyderes RBA Software to Client.

6. Audit rights

During the term of this Agreement and for one year thereafter, Cyderes will have the right to examine directly or through its authorized representatives, during business hours and for a reasonable period of time, the system and records of Client pertinent to this Agreement to verify Client’s use of the Cyderes RBA Software complies with the scope of the license granted herein.

7. Term; Termination

7.1. Term. The term of this Agreement will commence on the date on which Client accepts the Agreement (or a document incorporating this Agreement by reference) by signature, click-through, or use and continue for one (1) year, unless stated otherwise in the applicable Order Form. Thereafter, the term shall be renewed for successive one (1) year period upon execution of a renewal Order Form.

7.2. Termination for Cause. Either party may terminate this Agreement, including the Cyderes RBA Software license granted hereunder in the event of the other party’s breach of a material term in the Agreement (including nonpayment of amounts owed pursuant to the terms set forth herein), where such breach continues for a period of thirty (30) days following written notice thereof by the non-breaching party; provided, however, that in the event that Client’s material breach of either Section 8 (Confidential Information) or Section 3 (Software License Terms) is not of a nature as to be remediable, or is reasonably believed by the other to be the result of willful, reckless or grossly negligent acts, then Client’s license to use the Cyderes RBA Software shall immediately terminate. Either party may terminate this Agreement immediately if a party ceases conducting business in the ordinary course, becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, or avails itself of or becomes subject to any proceeding relating to insolvency, bankruptcy or the protection of rights of creditors, which is not discharged within thirty (30) days from the date the proceeding is initiated. Client’s obligation to pay all applicable fees described in Order Form and Section 3 above, is deemed to be a material term of this Agreement.

7.3. Destruction of Information. In the event of any termination, or in the event Client unilaterally elects to terminate its licenses under this Agreement, Client shall immediately cease use of the Cyderes RBA Software and return to Cyderes, or destroy as per Cyderes’ request, all copies in any form of the Cyderes RBA Software and Cyderes’ Confidential Information. Cyderes will provide the same with respect to any request by Client for return or destruction of Client Materials and Client Confidential Information in Cyderes’ possession.

7.4. Survival of Termination. Terms and conditions in this Agreement, which by their nature and context, are intended to survive any termination, shall so survive such termination. Without limiting the foregoing, surviving provisions shall include those set forth in Sections 1, 2, 5, 6, 7, 8, 9, 10, 11, 12 and 13 of this Agreement.

8. Confidentiality

Each party acknowledges and accepts the responsibility to maintain all Confidential Information of the other party in strict confidence and to prevent its unauthorized use or disclosure, using measures the receiving party uses to protect its own similar confidential information, but in any event, no less than a reasonable degree of care. Without limiting the foregoing, each party agrees that it shall not publish, disclose or otherwise provide to any person (except employees or contractors with a legitimate need to know and who have entered into a written agreement with the receiving party containing confidentiality provisions as restrictive as those set forth in this Section 8), or use for any purpose other than those purposes contemplated by this Agreement, any Confidential Information it receives hereunder. To the extent the receiving party is required by subpoena or otherwise by law to disclose Confidential Information it received from the disclosing party, the receiving party shall provide the disclosing party with prompt written notice of such requirement and shall cooperate with the disclosing party in taking such steps as may be reasonably indicated to maintain the confidentiality of the information subject to disclosure. Each party acknowledges that violations of the terms hereof may cause the other immediate and irreparable damage for which monetary damages may be inadequate for which the other party is entitled to seek injunctive relief.

9. Representation and warranties

9.1. Cyderes Warranties. Cyderes represents and warrants that (a) it has the full power and authority to enter into this Agreement, to carry out its obligations hereunder, and to grant or accept, respectively, the rights and licenses granted hereunder, and (b) the Cyderes RBA Software as delivered to Client will substantially conform and operate in accordance with the specifications set forth in the Documentation.

9.2. Client Warranties. Client represents and warrants that (a) it has the full power and authority to enter into this Agreement, to carry out its obligations hereunder, and to grant or accept, respectively, the rights and licenses granted hereunder, (b) its use of the Cyderes RBA Software will at all times comply with the requirements and restrictions set forth in this Agreement, and (c) all Client Materials made available to Cyderes will not violate any third party Intellectual Property Rights.

9.3. DISCLAIMER. EXCEPT HAS EXPRESSLY STATED HEREIN, THE CYDERES RBA SOFTWARE, CYDERES MATERIALS, AND THIRD-PARTY PRODUCTS AND SERVICES ARE PROVIDED TO CLIENT “AS IS” WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND BY CYDERES WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 9.1, CYDERES DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE CYDERES RBA SOFTWARE, CYDERES MATERIALS, AND THIRD PARTY PRODUCTS AND SERVICES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING FROM THE COURSE OF DEALING BETWEEN THE PARTIES OR USAGE OF TRADE. SUBJECT TO THE FOREGOING, CYDERES DOES NOT WARRANT THAT THE CYDERES RBA SOFTWARE, CYDERES MATERIALS, OR THIRD-PARTY PRODUCTS AND SERVICES WILL PERFORM ERROR FREE OR WITHOUT INTERRUPTIONS, NOR DOES CYDERES WARRANT THAT THE CYDERES RBA SOFTWARE, CYDERES MATERIALS, OR THIRD-PARTY PRODUCTS AND SERVICES WILL MEET ALL CLIENT REQUIREMENTS OR THAT ALL ERRORS OR FAILURES WILL BE CORRECTED. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, CYDERES MAKES NO WARRANTIES WITH RESPECT TO ANY PORTION OF ANY MODIFICATIONS OR ANY CONFIGURATIONS OF THE CYDERES RBA SOFTWARE DEVELOPED OR MODIFIED BY CLIENT OR BY ANY THIRD PARTY, INCLUDING ANY THIRD-PARTY SOFTWARE, HARDWARE OR OTHER THIRD-PARTY PRODUCTS. ALL OPEN-SOURCE COMPONENTS INCORPORATED INTO THE CYDERES RBA SOFTWARE ANY AND MODIFICATIONS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. IN NO EVENT WILL CYDERES BE LIABLE FOR ANY LOSS ARISING OUT OF FAILURE OF ANY THIRD-PARTY PRODUCTS AND SERVICES, WHICH ARE GOVERNED BY A SEPARATE AGREEMENT.

10. Limitation of liability

TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT(S) LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY AGREES THAT THE OTHER’S LIABILITY IN CONNECTION WITH THIS AGREEMENT, OR RELATING TO THE CYDERES RBA SOFTWARE PROVIDED HEREUNDER, SHALL BE LIMITED SOLELY TO THE FIRST PARTY’S DIRECT DAMAGES AND IN NO EVENT SHALL EXCEED THE TOTAL AMOUNT IN FEES PAID BY CLIENT TO CYDERES UNDER THIS AGREEMENT DURING THE YEAR PRECEDING THE EVENT OR ACTION GIVING RISE TO THE CLAIM. ANY CLAIM MADE UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE CYDERES RBA SOFTWARE PROVIDED HEREUNDER SHALL BE MADE WITHIN ONE (1) YEAR FROM THE DATE ON WHICH THE CLAIMING PARTY FIRST HAD NOTICE OF THE FACTS GIVING RISE TO THE CLAIM. FURTHER, CYDERES EXPRESSLY DISCLAIMS, AND CLIENT AGREES, THAT CYDERES SHALL HAVE NO LIABILITY OF ANY KIND FOR ANY THIRD-PARTY PRODUCTS AND SERVICES OR OTHER THIRD-PARTY SOFTWARE, PRODUCT OR SERVICE WHICH IS NOT CONTAINED IN THE CYDERES RBA SOFTWARE AS PROVIDED BY CYDERES HEREUNDER.

11. Indemnification

11.1. Indemnification by Cyderes. Cyderes agrees to indemnify, defend, and hold Client harmless from against any third-party claims that the Cyderes RBA Software provided to Client by Cyderes infringe any Intellectual Property Rights of a third party. In the defense or settlement of any claim relating to infringement of the Cyderes RBA Software, Cyderes shall, in its reasonable judgment and at its option and expense (a) obtain for Client the right to continue using the Cyderes RBA Software, (b) replace or modify the Cyderes RBA Software so that the Cyderes RBA Software becomes non-infringing while giving substantially equivalent functionality, or (c) if Cyderes determines the remedies in (a) or (b) are not commercially reasonable, at its sole obligation, terminate this Agreement and refund to Client the Fees paid by Client during the preceding six (6) months. Cyderes shall have no liability to indemnify and defend Client to the extent (1) the alleged infringement is based on infringing Client Materials or other information, data, software, applications, services, or programs created or furnished by or on behalf of Client other than by Cyderes (2) the alleged infringement is the result of a modification to the Cyderes RBA Software made by anyone other than Cyderes, (3) the alleged infringement is a result of Modifications of the Cyderes RBA Software made or developed by Client or any third party, or (4) Client uses the Cyderes RBA Software other than in accordance with this Agreement or any documentation provided by Cyderes. This Section states Cyderes’s entire liability and Client’s sole and exclusive remedy for claims relating to infringement.

11.2. Indemnification by Client. Client agrees to indemnify, defend and hold Cyderes harmless from and against any third party claims arising from or relating to (a) Client’s use of the Cyderes RBA Software that exceeds the scope of the license granted herein, (b) modifications of the Cyderes RBA Software made by Client or any third party, or (c) Client’s breach of its confidentiality obligations set forth in this Agreement.

11.3. Procedure. The indemnified party will give the indemnifying party prompt written notice of any claim for indemnification and will cooperate in relation to the claim at the indemnifying party’s expense. The indemnifying party will have the exclusive right to control and settle any claim, except that the indemnifying party may not settle a claim without the indemnified party’s prior written consent (not to be unreasonably withheld) if the settlement requires the indemnified party to admit any liability or take any action or refrain from taking any action (other than ceasing use of infringing materials). The indemnified party may participate in the defense of any claim at its own expense.

12. Third-party products and services

Any Third-Party Products and Services identified in the Order Form are subject to and governed by a separate end user license agreement between Client and the third-party manufacturer. By using such Third-Party Products and Services, Client agrees to comply with all terms and conditions of the third-party manufacturer’s end user license agreement. Except as expressly provided in the Order Form, Cyderes make no representation or warranty with respect to any Third-Party Products and Services and Cyderes expressly disclaims all liability with respect to Client’s use of any Third-Party Products and Services.  

13. General

13.1. Force Majeure. Cyderes shall not be liable for any delays or failures in performance due to circumstances beyond its reasonable control which could not be avoided by the exercise of due care. Such acts include, without limitation, acts of God, strikes, lockouts, riots, acts of war, epidemics, pandemics, government regulations imposed after the fact, fire, communications line failure, computer failures, severe weather, freight embargoes, power surges or failures, earthquakes or other disasters.

13.2. Assignment. Cyderes may freely assign this Agreement or any of the rights or obligations hereunder. Client may not assign this Agreement without the prior written consent of Cyderes, which will not be unreasonably withheld. This Agreement is binding upon and will inure to the benefit of each party and its permitted successors and assigns. Each party will require any successor (whether direct or indirect, by purchase, merger or otherwise) to assume and to agree to perform this Agreement in the same manner and to the same extent that such party would be required to perform it if no such succession had taken place.

13.3. Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware and the United States of America. With respect to all disputes related to this Agreement, each party consents to the exclusive personal jurisdiction and venue of the state and federal courts of Delaware.

13.4. Miscellaneous Terms. The terms of this Agreement may only be modified by a written agreement duly signed by both parties hereto. The section headings contained in this Agreement are inserted for reference purposes only and will not affect the meaning or interpretation of this Agreement. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, discussions or representations, whether written or oral. The failure of either party to assert any of its rights under this Agreement, including the right to terminate this Agreement in the event of a breach or default by the other party, will not be deemed to constitute a waiver by that party of its right thereafter to enforce each and every provision of this Agreement in accordance with their terms. The parties to this Agreement are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between Cyderes and Client. Neither party has the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided herein.

BY CLICKING “I ACCEPT” OR OTHERWISE, ACCEPTING, SIGNING, ACKNOWLEDGING, OR CLICKING-THROUGH THIS AGREEMENT OR OTHERWISE AGREEING BY USE, CLIENT HEREBY AGREES THAT IT HAS REVIEWED, UNDERSTANDS AND AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND FURTHER AGREES TO ENSURE THAT EACH OF CLIENT’S EMPLOYEES AND OTHER END USERS DO THE SAME.