END-USER LICENSE AGREEMENT (EULA)
This End-User License Agreement (the "EULA") is an agreement between you (the "Licensee") and Nordsnipe AB (559534-8821) ("Nørdsnipe") regarding the software product Hedgehog (including any documentation and updates, the "Software"). Licensee represents and warrants that they are using the Software strictly for professional or business purposes. Use of the Software by consumers (private individuals acting outside their trade or profession) is strictly prohibited. When you enter into this EULA, you represent and warrant that you act on your own behalf for professional purposes or, if you represent a legal entity (e.g. your employer), that you have the authority to bind the entity to this EULA in which case all references to "Licensee" in this EULA refer to such entity.
By installing or using the Software, you accept this EULA and represent that you are of legal age. If you do not accept this EULA or are not of legal age, do not install or use the Software.
1. LICENSE GRANT AND USE
1.1) Nørdsnipe grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable and revocable license to install and use the Software on Licensee's own systems, solely for Licensee's internal professional/business purposes and solely for conducting penetration testing and related security assessments for which Licensee has obtained all necessary rights and permissions. The Software is licensed, not sold, and Licensee is solely responsible for ensuring that its use of the Software complies with applicable law. Unless otherwise agreed in writing by Nørdsnipe, the license is limited to one named user.
1.2) Licensee shall not, except as permitted by mandatory law:
copy, modify, translate or create derivative works of the Software;
reverse engineer, decompile or disassemble the Software;
sublicense, lease, lend or otherwise provide the Software to any third party;
use the Software for hacking, cracking, or for any other unlawful, unethical or unauthorized purpose, including deploying or using the Software on any system, application, network or data for which Licensee does not have the legal right or duly documented authorization to access or test;
remove, obscure or alter any proprietary rights notices, disclaimers or markings included in or on the Software;
use the Software to develop or provide a product or service that competes with the Software or other offerings of Nørdsnipe, or publish or disclose to any third party any comparative benchmark, test, or performance results relating to the Software for the purpose of developing, marketing, or supporting a competing product or service, except to the extent such restrictions are prohibited by mandatory law; or
use the Software to collect, transfer or otherwise process personal data in violation of applicable data protection or privacy laws.
1.3) The Software is not a service. No hosting, operations or support services are included beyond what is expressly stated in this EULA. Notwithstanding the foregoing, Nørdsnipe may agree to provide associated services under this EULA, such as forward deployed engineers (“Forward Deployed Engineers”) for a separately agreed number of hours to assist with, inter alia, the initial setup of the Software, configuration guidance, technical onboarding, and, where applicable, modifications and developments, etc. of the Software in connection with the Licensee’s usage.
2. USER'S RESPONSIBILITY AND USE IN SECURITY AND PENETRATION TESTING
2.1) Licensee is solely responsible for (i) ensuring that all security and penetration testing and related activities are lawful and duly authorized (including that they would not be considered hacking or cracking), and (ii) any consequences of such activities, including effects on systems, data, infrastructure and third parties. Licensee represents and warrants that it is the owner of, or has obtained all necessary written consents and authorizations from the owners and relevant stakeholders of, each system, application and network that is subject to testing, and that no applicable terms of use or similar restrictions prevent such testing.
2.2) Nørdsnipe shall have no liability whatsoever for any claim, loss or damage arising out of or in connection with Licensee's use of the Software in penetration testing or other security-related activities (including any third-party claims or regulatory actions relating to Licensee's use of the Software on third-party systems or data), even if the Software contributed to such claim, loss or damage.
3. INTELLECTUAL PROPERTY RIGHTS
3.1) All intellectual property rights in and to the Software (including inter alia all copies, modifications, developments and derivative works, including those provided by Forward Deployed Engineers or otherwise by Nørdsnipe) are and shall remain the exclusive property of Nørdsnipe or its licensors, and the license granted in Section 1 does not transfer any ownership rights to Licensee or grant any rights other than those expressly set out in this EULA.
4. DATA AND PRIVACY
4.1) Nørdsnipe's access and use of data, including technical data, personal data and customer data, under this EULA is set out in Licensor's Data and Privacy Policy, available at [**].
4.2) Licensee is responsible for complying with applicable data protection and confidentiality obligations in its use of the Software. Nørdsnipe is responsible for complying with applicable data protection and confidentiality obligations in its processing of data under this EULA.
5. CONFIDENTIALITY
5.1) During the term of the EULA and for a period of five (5) years thereafter, each party undertakes not to disclose to a third party, without the other party's consent, any information which is either identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to, the EULA, computer programs, code, algorithms, information relating to existing, previous and potential customers and contracts, know-how and trade secrets.
5.2) The obligations contained in this Section 5.1 do not apply to any confidential information which:
is lawfully known by the recipient of such information at the time of disclosure without any obligation to keep the same confidential;
becomes, through no fault of the recipient of the information, known or available to the public;
is independently developed by the recipient of the information, without use of or reference to such confidential information;
is rightfully disclosed to the recipient of the information, by a third party without restriction; or
a party is obliged to make available under law or according to stock exchange rules.
5.3) Nørdsnipe may disclose confidential information of Licensee to any employee, board member, agent and/or subcontractor that is involved in relation to this EULA, provided such individuals and entities are under a statutory duty of confidentiality or is subjected to confidentiality obligations materially equivalent to those under this EULA.
6. FEES
6.1) Nørdsnipe may charge license fees in accordance with Nørdsnipe's Terms of Sale ("Terms of Sale"), as applicable, or as the parties otherwise have agreed in writing (including email). Fees paid are non-refundable unless otherwise agreed in writing.
7. TERM AND TERMINATION
7.1) This EULA enters into force upon installation of the Software and is valid for an initial term of three (3) months, unless another initial subscription term is set out in Nørdsnipe's Terms of Sale.
7.2) After the initial term, the EULA is automatically renewed for (i) successive three (3) months' periods, unless either party gives written notice of non-renewal at least one (1) month before the end of the then current term, or where applicable (ii) successive periods corresponding to the applicable initial subscription term under the Terms of Sale, unless the subscription is cancelled or terminated in accordance with the Terms of Sale.
7.3) Either party may terminate this EULA with immediate effect if the other party materially breaches the EULA and fails to remedy the breach within thirty (30) days of written notice.
7.4) Upon termination or expiry of the EULA, Licensee shall immediately cease all use of the Software and uninstall and delete all copies. Sections that by their nature are intended to survive (including Sections 5, 8, 9, 10, 12 and 13) shall survive termination.
8. DISCLAIMER
8.1) The Software is provided "as is" and "as available". Nørdsnipe does not warrant that the Software will meet Licensee's requirements, that it will function without interruption or be error-free, or that any errors will be corrected.
8.2) To the extent that Nørdsnipe provides associated services under this EULA, including through Forward Deployed Engineers, Nørdsnipe shall perform such associated services using reasonable skill and care. Nørdsnipe does not warrant that associated services will achieve any particular outcome, will meet Licensee’s requirements, or render the Software uninterrupted, error-free, or fit for any particular purpose.
8.3) Unless otherwise explicitly agreed in a separate written agreement, Nørdsnipe may, on a best-effort basis and at its sole discretion, provide fixes or updates to the Software, but provides no guarantee that any specific defect will be remedied or that updates will be provided within a certain time.
8.4) To the maximum extent permitted by applicable law, and except for what is expressly set out in Section 8.2, all warranties, conditions and representations, whether express, implied or statutory (including regarding merchantability and fitness for a particular purpose), are excluded.
9. INDEMNITY
9.1) Licensee shall indemnify, defend and hold harmless Nørdsnipe and its affiliates, and their respective officers, directors, employees and agents, from and against any and all claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with (i) Licensee's use of the Software, including any penetration testing or other activities conducted using the Software or (ii) Licensee's breach of this EULA or applicable law, except to the extent the claim is caused by Nørdsnipe's breach of this EULA.
10. LIMITATION OF LIABILITY
10.1) Except for Licensee's indemnity in Section 9 above, to the maximum extent permitted by applicable law, neither party shall be liable for any loss of profit, loss of revenue, loss of data, loss of goodwill, business interruption, or any indirect, consequential or punitive damages arising out of or in connection with this EULA or the use of the Software.
10.2) Nørdsnipe's aggregate liability under or in connection with this EULA, whether in contract, tort or otherwise, shall in no event exceed a total amount of SEK 100,000 for all claims, incidents and causes of action.
11. CHANGES TO THIS EULA
11.1) Nørdsnipe may update this EULA from time to time. The updated version will apply from the beginning of the next renewal term, provided that Licensee has been informed of the changes at least thirty (30) days in advance of such renewal.
11.2) If Licensee does not accept a materially changed EULA, Licensee may terminate the EULA before the next renewal term. Continued use of the Software after the new EULA takes effect constitutes acceptance.
12. GOVERNING LAW AND DISPUTE RESOLUTION
12.1) This EULA shall be governed by and construed in accordance with the substantive laws of Sweden. To the fullest extent permitted by law, the United Nations Convention on Contracts for the International Sale of Goods (CISG) and any local consumer protection laws (e.g., the Swedish Consumer Sales Act, (Sw. Konsumentköplagen)) are expressly excluded.
12.2) Any dispute, controversy or claim arising out of or in connection with this EULA, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the "SCC").
12.3) The Rules for Expedited Arbitrations shall apply, unless the SCC, taking into account the complexity of the case, the amount in dispute and other circumstances, determines that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators.
12.4) The seat of arbitration shall be Stockholm, Sweden. The language of the arbitration shall be English.
13. MISCELLANEOUS
13.1) If any provision of this EULA is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.
13.2) Licensee may not assign this EULA (in whole or in part) without Nørdsnipe's prior written consent.