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THIS JOE SECURITY LLC SOFTWARE LICENSE AGREEMENT (THE “AGREEMENT”) GOVERNS ALL SOFTWARE (IN OBJECT CODE FORM ONLY) PROVIDED BY JOE SECURITY LLC AND ITS THIRD-PARTY LICENSORS (“JOE SECURITY LLC”), INCLUDING, WITHOUT LIMITATION, SOFTWARE PURCHASED THROUGH JOE SECURITY LLC’S ONLINE STORE OR OTHER CHANNELS (THE “PURCHASED SOFTWARE”); AND ANY AND ALL UPDATES, UPGRADES, AND MODIFICATIONS THERETO (COLLECTIVELY THE “SOFTWARE”). CONFIRMATION OF YOUR ORDER OR ACCEPTANCE OF A QUOTE (THE “ORDER CONFIRMATION”) WILL BE DEEMED INCORPORATED INTO AND MADE PART OF THIS AGREEMENT.
IN ORDER TO DOWNLOAD OR INSTALL THE SOFTWARE, OR USE ANY MEDIA THAT CONTAINS THE SOFTWARE, YOU ARE REQUIRED TO ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT BY CLICKING ON THE “I ACCEPT” BUTTON AT THE LAST PAGE OF THIS AGREEMENT.
BY AGREEING TO THESE TERMS AND CONDITIONS ON BEHALF OF A PRIVATE BUSINESS OR A GOVERNMENT AGENCY, DEPARTMENT OR INSTRUMENTALITY (“BUSINESS”), YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT BUSINESS TO THIS AGREEMENT, AND YOUR AGREEMENT TO THESE TERMS AND CONDITIONS WILL BE TREATED AS THE AGREEMENT OF THAT BUSINESS. IN SUCH EVENT, “YOU” AND “YOUR” REFER HEREIN TO THAT BUSINESS.

1. DEFINITIONS. “Affiliate” means, with respect to any person or entity, any other person or entity that directly or indirectly Controls, is Controlled by, or is under common Control with such person or entity, from time to time, but only for so long as such Control exists. “Control” and its grammatical variants mean the rightful power directly or indirectly to influence the direction, management or policies of the other entity or the beneficial ownership of a majority of the ownership interests in the other entity. “Documentation” means the user guides for installation and use of the Software that Joe Security GmbH makes generally available. “Joe Security Materials” mean the Software, Documentation, and any derivatives thereof.

2. PURCHASED SOFTWARE TERM. Unless earlier terminated according to section 13, this Agreement will be in effect for the time period that You elect when You purchase the software. “Term” means the period during which the Agreement is in effect.

3. PURCHASED SOFTWARE LICENSE. Subject to (i) Your compliance with the terms and conditions of this Agreement, and (ii) Your payment of the license fees as set forth in section 7 below, Joe Security GmbH grants You a nonexclusive, nontransferable, non-assignable, revocable, limited license (without the right to sublicense) during the Term (a) to use a single copy of the Software on the equipment on which the Software was first installed for production operation, on a temporary basis, or on a backup system if such equipment is inoperative, consistent with the limitations specified or referenced in this Agreement and the Documentation and only for the purpose of countering cyber threats and protecting Your assets and networks from malware (which shall include the use under these terms and conditions by consultants, accountants, auditors and attorneys hired to perform services for You); (b) to use the Documentation provided with the Software in support of Your authorized use of the Software; and (c) to copy the Software for archival or backup purposes, and to make a sufficient number of copies for the authorized use described in the Documentation, provided that all titles and trademark, copyright and restricted rights notices are reproduced on all such copies.

4. JOE SECURITY LLC MATERIALS RESTRICTIONS. You agree not to (a) use the Joe Security Materials except as expressly authorized in this Agreement and Your Order Confirmation; (b) copy the Joe Security Materials (except as required to run the Joe Security Materials and for reasonable backup purposes); (c) modify, adapt, or create derivative works of the Joe Security Materials; (d) rent, lease, loan, resell, transfer, sublicense (including but not limited to offering any of the functionality of the Joe Security Materials on a service provider, hosted or time sharing basis) or distribute the Joe Security Materials to any third party; (e) decompile, disassemble or reverse-engineer the Joe Security Materials or otherwise attempt to derive the Joe Security Materials source code, ideas, algorithms or structure of the Software; (f) disclose to any third party the results of any benchmark tests or other evaluation of the Joe Security Materials; (g) develop or test offensive malware or evasion technologies to bypass malware detection included in the Software; (h) engineer, reverse engineer, decompile, disassemble or otherwise attempt to determine the source code, ideas, algorithms or structure of copyrighted or protected sample or input to the software; (i) use the Software for applications requiring continuous, error-free or failsafe operation (including, without limitation, in applications involving nuclear power plants, military applications, aircraft navigational and communications systems, or in medical or other applications essential to maintaining human lives); (j) publicly disseminate performance information or analysis related to Joe Security LLC; or (k) authorize any third parties to do any of the above.

Any violation of this section qualifies as an immediate breach of this Agreement for which no notice from Joe Security LLC shall be required.

Joe Security LLC expressly disclaims that the Software is fit for use in special-risk areas, including but not limited for applications requiring continuous, error-free or failsafe operation (including, without limitation, in applications involving nuclear power plants, military applications, aircraft navigational and communications systems, or in medical or other applications essential to maintaining human lives).

You acknowledge that improper installation of the Software may give rise to considerable safety risks and, accordingly, may cause serious harm to both You and Joe Security LLC. You must, therefore, ensure to install the Software only in accordance with the Documentation. In no event shall Joe Security LLC be liable for any damage, loss or injury resulting from or related to the improper installation of the Software. Further, You shall indemnify and keep Joe Security LLC harmless of any loss, cost, expense or damage (including, without limitation, full legal costs) which Joe Security LLC suffers or incurs as a direct or indirect result of the improper installation of the Software.

You shall comply with the security best practices relevant to the use or in connection with the use of the Software (the “Security Best Practices”). The Security Best Practices shall include, without limitation, installation of all updates and upgrades to the Software and all security updates to any other software on Your systems possibly relevant in connection with the use of the Software. In no event shall Joe Security LLC be liable for any damage, loss or injury resulting from or related to Your failure to comply with the Security Best Practices. Further, You shall indemnify and keep Joe Security LLC harmless of any loss, cost, expense or damage (including, without limitation, full legal costs) which Joe Security LLC suffers or incurs as a direct or indirect result of Your failure to comply with the Security Best Practices.

5. OWNERSHIP. Joe Security LLC owns all worldwide right, title and interest in and to the Joe Security Materials, including, without limitation, all worldwide patent rights (including but not limited to patent applications and disclosures); copyright rights (including but not limited to copyrights, copyright registration and copy rights with respect to computer software, software design, designs, visualizations, charts, executions, graphs, software code, software architecture, firmware, programming tools, graphic user interfaces, reports, dashboard, business rules, use cases, screens, alerts, notifications, drawings, specifications, databases and specifications); moral rights; trade secrets and other rights with respect to confidential or proprietary information; know-how; other rights with respect to inventions, discoveries, ideas, improvements, techniques, formulae, algorithms, processes, schematics, testing procedures, technical information and other technology; and any other intellectual and industrial property rights, whether or not subject to registration or protection; and all rights under any license or other arrangement with respect to the foregoing (collectively, “Intellectual Property Rights”). All right, title, and interest in and to all copies of the Joe Security Materials remain with Joe Security LLC. The Joe Security Materials are copyrighted and protected by the laws of the United States and other countries, and international treaty provisions. You must not remove or obscure any copyright, trademark, and/or proprietary rights notices from the Joe Security Materials. You shall not acquire any other rights, express or implied, in the Joe Security Materials other than those rights expressly granted under this Agreement.

6. USE OF DESIGNS GENERATED BY SOFTWARE. Any design, visualization or graphical output including but not limited to a spider chart, execution graph, behavior graph, or collider chart generated by the Software is the copyrighted work of Joe Security GmbH. You are permitted to publish the whole or part of the results, provided that the results: (a) clearly and prominently state that the result was created by Joe Security GmbH and (b) contains a prominent link to http://www.joesecurity.org.

7. PURCHASED SOFTWARE LICENSE AND FEES. In order to access and use the Software, You are required to pay to Joe Security GmbH the license fees in accordance with Your Order Confirmation (the “License Fees”). Any failure to pay the License Fees in accordance with Your Order Confirmation will result in automatic revocation and termination of this Agreement and all rights and licenses granted hereunder. All License Fees are non-refundable once paid.

8. FEATURE UPGRADES AND SUPPORT. Subject to Your payment of the applicable annual feature upgrade and support fees set forth in Your Order Confirmation (the “Support Fees”), Joe Security LLC will provide the level of support for the Purchased Software identified in Your Order Confirmation. Joe Security LLC will provide support to You via e-mail during working hours (08:00 – 17:00 GMT+1, Monday through Friday, excluding all Swiss public holidays), within a reasonable time frame and with a maximum effort specified in your Order Confirmation. You must provide Joe Security LLC with all information reasonably required by Joe Security LLC for the provision of the support (such as, inter alia, logs and diagnostic data). For the avoidance of doubt, if You do not provide Joe Security LLC with such required information in full, Joe Security LLC shall not owe any support to You. During the term of the support agreement, Joe Security LLC shall, as applicable from time to time, issue feature upgrades to You; however, for the avoidance of doubt, Joe Security LLC has no obligation to provide any upgrades, modifications or new releases under this Agreement.

9. PURCHASED SOFTWARE WARRANTY. Joe Security LLC warrants during six (6) months following the delivery of the Software to You (“Warranty Period”) that for Software used and analysis conducted on:

Windows, Linux, and MAC OS X operating systems: the main functionality of the Software (i.e., to transfer malicious programs to a server, execute the program, record system calls, send back the log, and abstract the same to HTML) is guaranteed to operate in all material functions but only insofar as the Software is properly installed and used pursuant to the Documentation for binaries which execute code in user mode. Do not alter the network card settings, do not create blue screens, and do not lock the systems.
Android operating systems: the main functionality of the Software (transfer APK, Android application packages to an emulated/virtualized Android operating system, install and launch it, record defined API calls, send back the log and abstract it to HTML) is guaranteed but only insofar as the Software is properly installed and used pursuant to the Documentation for APKs which do neither launch native libraries nor contain extensive anti-debugging nor anti-disassembler techniques.
In case of a warranty claim by You during the Warranty Period Joe Security LLC’s sole liability and Your sole remedy for any failure of the Software is the repair or replacement (at Joe Security’s option) of Your copy of the Software.

10. WARRANTY DISCLAIMER. EXCEPT AS SET FORTH ABOVE IN SECTION 9, JOE SECURITY LLC DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, QUIET ENJOYMENT AND WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. YOU AGREE THAT, AS BETWEEN YOU AND JOE SECURITY LLC, YOU ARE RESPONSIBLE FOR THE ACCURACY AND QUALITY OF YOUR DATA INPUT INTO ANY JOE SECURITY MATERIALS.
Joe Security LLC does not warrant (a) that the Joe Security Materials or example modules will meet Your requirements; (b) that the Joe Security Materials will operate in the combinations that You may select; (c) that the Joe Security Materials will serve the purposes intended by You; (d) that the operation of the Joe Security Materials will be error free or uninterrupted; or (e) that any Joe Security Materials errors will be corrected. Joe Security LLC does further not warrant that the Joe Security Materials will operate in combination with hardware, software, systems or data not provided by Joe Security, except as expressly specified in the Documentation. You are responsible for the initial determination of whether a problem is either caused by an equipment or qualifies as an error by Joe Security Materials. All evaluation, “beta” and pre-production releases of the Joe Security Materials will be provided under the terms and conditions of a separate beta agreement, but in any case are provided “AS IS” without warranty of any kind, and the use of any such release in a production environment is at Your sole risk.


11. LIMITATION OF LIABILITY. SUBJECT TO SECTION 9 AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, JOE SECURITY LLC’S TOTAL CUMULATIVE LIABILITY TO YOU, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, SHALL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO JOE SECURITY LLC IN THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY, OR $100,000.00, WHICHEVER IS LESS. IN NO EVENT WILL JOE SECURITY LLC BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF USE, DATA, OR PROFITS, BUSINESS INTERRUPTION, OR COSTS OF PROCURING SUBSTITUTE JOE SECURITY LLC MATERIALS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE JOE SECURITY MATERIALS, WHETHER SUCH LIABILITY ARISES FROM CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT JOE SECURITY LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES TO THIS AGREEMENT AGREE THAT THESE LIMITATIONS OF LIABILITY WILL SURVIVE THE TERM OF THIS AGREEMENT AND APPLY EVEN IF ANY REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. WITHOUT LIMITING THE FOREGOING, JOE SECURITY LLC WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BUSINESS INTERRUPTION OR LOSS OF DATA ARISING FROM THE AUTOMATIC TERMINATION OF THE LICENSE RIGHTS GRANTED HEREIN AND ANY ASSOCIATED CESSATION OF THE FUNCTIONS OF THE JOE SECURITY MATERIALS.
JOE SECURITY LLC SHALL NOT HAVE ANY LIABILITY TO YOU FOR THE INFRINGEMENT OF PROPRIETARY RIGHTS AND INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES BY THE SOFTWARE OR ANY PORTION THEREOF. THE SOFTWARE IS DISTRIBUTED WITH THIRD PARTY SOFTWARE LIBRARIES AVAILABLE AT www.joesecurity.org/oss/ SUBJECT TO THE TERMS AVAILABLE AT www.joesecurity.org/oss/.

12. CONFIDENTIALY. Each party to this Agreement recognizes that, by virtue of its relationship with the other party, it may be granted access to Confidential Information relating to the other party’s business and products. The recipient agrees that Confidential Information is a valuable asset of the discloser’s business and products, and others’ use or knowledge of it other than expressly described in this Agreement would harm the discloser. Accordingly, except as may be required for the performance of its duties, or unless specifically authorized in writing, recipient shall not use or disclose, for himself or for others, either during or after the Term of this Agreement, any trade secret and/or Confidential Information relating to the business and products of discloser. For the purposes of this Agreement, Confidential Information shall include, but is not limited to, customer lists, mailing lists, computer programs, pricing information, operating costs, profit margins, salary information, business projections, market surveys, confidential product information, business projections, customer needs, customer names, technical algorithms, behavior signatures other information relating to discloser’s servicing of their customers, or any other confidential or proprietary information concerning discloser’s business, their products and processes, services, customers and manner of operation. Confidential Information, however, shall not include information that is or becomes a matter of public knowledge through no fault of or action by recipient, was demonstrably in recipient’s possession prior to the commencement of recipient’s relationship with discloser or is required by law or judicial order to be disclosed, provided that recipient provides written notice to discloser of such required disclosure in order to afford discloser the opportunity to seek a protective order or other legal remedy to prevent such disclosure. Recipient recognizes that it often may be difficult to draw an exact line of distinction between what does and does not require confidential treatment. In those cases where any doubt arises based on reasonable duty of care, recipient must obtain written permission from discloser before using or divulging the information in question.

13. TERMINATION. This Agreement is valid for the Term as indicated in the Order Confirmation. If not differently specified in your Order Confirmation it automatically renews for one year each Renewal Term unless it has been terminated by either party three-month notice in advance of the Initial Term or each Renewal Term. The Agreement shall automatically terminate at the end of the fourth (4th) Renewal Term without any possibility to further extend. Upon thirty (30) days’ written notice, Joe Security LLC may terminate this Agreement in the event that You breach any provision of this Agreement and have not cured the breach during such notice period. Upon any expiration or termination of this Agreement, the rights and licenses granted hereunder will automatically terminate, and You agree to immediately cease using the Joe Security Materials and to return or destroy all copies of the Joe Security Materials in Your possession or control. Upon termination of this Agreement, Joe Security LLC will have no obligation to refund any License Fees, Support Fees, or other fees received from You during the Term. All provisions of this Agreement related to disclaimers of warranties, limitation of liability, remedies, damages, confidentiality or Joe Security’s proprietary rights shall survive any expiration or termination of this Agreement.

14. SEVERABILITY. All rights and remedies, whether conferred hereunder or by any other instrument or law, will be cumulative and may be exercised singularly or concurrently. A failure or a delay to enforce any term by either Joe Security GmbH or You will not be deemed a waiver of future enforcement of that or any other term. The terms and conditions stated herein are declared to be severable. If any term or condition of this Agreement or the application of any such term or condition to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid or unenforceable, the validity, construction and enforceability of the remaining terms and conditions of this Agreement shall not be affected, and if necessary, the valid and enforceable provision(s) shall be negotiated and substituted therefor to accomplish the intent of the severed provision(s) as nearly as practicable.

15. THIRD PARTY CONTENT DISCLAIMER. To the extent that any content is provided by third parties (the “Third-Party Content”), that Third-Party Content is the sole responsibility of the originator of that content. You agree that You bear all risks associated with using or relying on Third-Party Content.
Joe Security GmbH (i) is not responsible for any Third-Party Content, whether or not Joe Security GmbH reviewed or moderated such Third-Party Content,(ii) does not in any way warrant the accuracy, reliability, completeness, usefulness, non-infringement, or quality of any Third-Party Content, regardless of who originated that content (including, without limitation, our employees, partners, affiliates or moderators), (iii) hereby disclaims all warranties, including but not limited to any implied warranties of merchantability or fitness for a particular purpose, relating to Third Party Content, (iv) shall not be liable or responsible in any way for any losses or damage of any kind, including, without limitation, lost profits or other indirect or consequential damages, relating to Your use of or reliance upon any Third-Party Content.

16. GOVERNING LAW. Any and all matters in dispute between the parties to this Agreement, whether arising from or relating to this Agreement itself, or arising from alleged extra-contractual facts prior to, during, or subsequent to this Agreement, including, without limitation, fraud, misrepresentation, negligence or any other alleged tort or violation of this Agreement, shall be governed by, construed, and enforced in accordance with the laws of Switzerland, regardless of the legal theory upon which such matter is asserted and without regard to the principles of conflict of laws. The parties submit to the jurisdiction and venue of the state and federal courts with jurisdiction over Liestal, Baselland, Switzerland.

17. GENERAL. If any provision of this Agreement is held to be illegal, invalid or otherwise unenforceable, such provision will be enforced to the extent possible consistent with the stated intention of the parties, or, if incapable of such enforcement, will be deemed to be severed and deleted from this Agreement, while the remainder of this Agreement will continue in full force and effect. The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of both parties. Notices to Joe Security GmbH may be sent only via email to purchase@joesecurity.org and will be effective upon receipt or rejection. Notices to You may be sent via email, mail, courier or overnight delivery service to the email address or street address You provide (provided such addresses are valid and if they are not, no notice from Joe Security GmbH shall be required under this Agreement) and will be effective upon receipt or rejection. Neither party may assign this Agreement, in whole or in part, except in connection with an internal reorganization or a sale of the Business with which this Agreement is associated without Joe Security GmbH’s prior written consent, and any attempt to assign this Agreement other than as permitted above will be null and void. This Agreement is intended for the sole and exclusive benefit of the parties and is not intended to benefit any third party. Only the parties to this Agreement may enforce it. This Agreement and any Order Confirmations constitute the complete and exclusive understanding and agreement between the parties regarding their subject matter and supersede all prior or contemporaneous agreements or understandings, written or oral, relating to their subject matter. Any claim arising out of or related to this Agreement must be brought no later than one (1) year after it has accrued.

BY CLICKING ON THE “I ACCEPT” BUTTON BELOW, YOU ACKNOWLEDGE THAT (1) YOU HAVE READ AND REVIEWED THIS AGREEMENT IN ITS ENTIRETY, (2) YOU AGREE TO BE BOUND BY THIS AGREEMENT, (3) THE INDIVIDUAL SO CLICKING HAS THE POWER, AUTHORITY AND LEGAL RIGHT TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOU AND, (4) THIS AGREEMENT CONSTITUTES BINDING AND ENFORCEABLE OBLIGATIONS OF YOU.