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✏️ Editing: LICENSE-360

IMUNIFY360 LICENSE AGREEMENT

READ THIS LICENSE AGREEMENT BEFORE INSTALLING THESE PROGRAMS.  THIS LICENSE
AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU AND CLOUD LINUX INC. ("CLOUD LINUX")
GOVERNING YOUR USE OF ANY CLOUD LINUX PROGRAMS DOWNLOADED, INSTALLED OR USED BY
YOU (THE "PROGRAMS"). CLOUD LINUX IS UNWILLING TO LICENSE THE PROGRAMS EXCEPT
ON THE TERMS CONTAINED IN THIS LICENSE AGREEMENT. THE ACT OF DOWNLOADING,
INSTALLING OR USING THE PROGRAMS SHALL CONSTITUTE AN ACCEPTANCE BY YOU OF THE
TERMS OF THIS LICENSE AGREEMENT. IF YOU DO NOT WISH TO AGREE TO THE TERMS OF
THIS LICENSE AGREEMENT, PROMPTLY EXIT THE INSTALLATION NOW AND REMOVE IT FROM
YOUR SYSTEM.

THIS LICENSE AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF CLOUD LINUX'S
OBLIGATIONS AND RESPONSIBILITIES TO YOU AS LICENSEE, AND SUPERSEDES ANY OTHER
PROPOSAL, REPRESENTATION, OR OTHER COMMUNICATION BY OR ON BEHALF OF CLOUD LINUX
RELATING TO THE SUBJECT.

1. GRANT OF LICENSE.

Cloud Linux hereby grants to you, and you accept, a limited, nonexclusive
license to use the Programs in machine-readable, object code form only, and the
user manuals accompanying the Programs (the "Documentation"), only as
authorized in this Agreement. For purposes of this Agreement, the "Programs"
include any updates, enhancements, modifications, revisions, or additions to
the Programs made by Cloud Linux and made available to end-users.
Notwithstanding the foregoing, Cloud Linux shall be under no obligation to
provide any updates, enhancements, modifications, revisions, or additions to
the Programs.

You may use one copy of the Programs only on systems, including servers, work
stations, virtual machines, blades, nodes or disk partitions, for which you
have purchased Subscription Services from Cloud Linux or its resellers. For
purposes of this Agreement, "use" of the Programs means loading the Programs
into the temporary or permanent memory of a computer. Installation of the
Programs on a network server solely for distribution to other computers is not
"use" of the Programs, and is permitted, as long as you have purchased
Subscription Services for the systems being accessed by the Programs.
Your installation or use of the Programs grants Cloud Linux limited access to
your system information for the sole purpose of security analysis and
reporting. Such access and information collected includes reviewing installed
packages and applications, the names, sizes, and attributes of files, source
and destination IP addresses, target ports, security rule IDs triggered,
domains on the server, headers, URIs and hashes of URIs, http post data, the
server or system uptime, load, and running processes (the 'SysInfo'). Cloud
Linux's use of SysInfo, including usage for providing improved security, may
include steps to anonymize or pseudo anonymize any personal data (including IP
address). Cloud Linux may implement strategies, in its sole determination, to
adhere to any personal information laws or rules.

Cloud Linux will provide You the ability to opt out of Cloud Linux collecting
certain SysInfo. However, a decision to opt-out may impact your ability to
obtain all of the benefits of those users who opt-in to sharing the SysInfo
with Cloud Linux.

Cloud Linux may collect email addresses and names of  server administrators for
the  sole purpose of notifying server administrators regarding security
incidents, misconfigurations and updated features related to those servers

2. PROTECTION OF PROPRIETARY RIGHTS; CONFIDENTIALITY.

You acknowledge that the Programs and each of their components are owned by
Cloud Linux and others, and are protected under copyright law and other laws as
applicable. Title to the Programs, or to any copy, modification, or merged
portion thereof shall remain with their respective owners, subject to the
applicable license. You may commercially redistribute the Programs only if, you
have entered into a separate agreement with Cloud Linux authorizing such
commercial redistribution or Cloud Linux has otherwise granted you permission,
in writing.

You agree not to remove any confidential or proprietary legends from the
Programs.

You acknowledge that, in the event of your breach of any of the provisions of
this Section 2, Cloud Linux will not have an adequate remedy in money or
damages. Cloud Linux shall therefore be entitled to obtain an injunction
against such breach from any court of competent jurisdiction immediately upon
request. Cloud Linux's right to obtain injunctive relief shall not limit its
right to seek further remedies. This Section 2 shall survive termination for
any reason.

Your obligations hereunder shall remain in effect for as long as you continue
to possess or use the Programs, or any proprietary interests therein.
You further agree not to, and you will not permit others to, (a) license, sell,
rent, lease, assign, distribute, transmit, host, outsource, disclose or
otherwise commercially exploit the Programs, (b) copy or use the Programs for
any purpose other than as permitted in this License Agreement, (c) remove or
alter any trademark, logo, copyright or, patent marking(s), other proprietary
notices, legends, symbols or labels in the Programs, or (d) modify, make
derivative works of, disassemble, reverse compile or reverse engineer any part
of the Programs, including, but not limited to, its license keys, to the
fullest extent of the law.

All Programs are and remain the confidential information of, and a trade secret
of, Cloud Linux.  The Programs does not include any rights to the underlying
source code of the Programs, but only a right to use the object/binary code as
set forth and restricted herein. You shall not rent, sell, lease, license,
sublicense, assign, transfer, publish, disclose, distribute, display, or
transcribe in any fashion any of the Programs to others or for any use other
than as provided by this EULA, and any such attempted rental, selling, leasing,
licensing, sublicensing, assignment, transfer, publishing, disclosure,
distribution, display or transcription shall be null and void.
“Confidential Information” shall mean the Programs, any intellectual
property of Cloud Linux or any other information that characterizes as
confidential at the time of its disclosure either in writing or orally, except
for information which you can demonstrate: (a) is previously rightfully known
to you without restriction on disclosure; or (b) is or becomes, from no act or
failure to act on your part, generally known in the relevant industry or public
domain. You shall use your best efforts to preserve and protect the
confidentiality of the Confidential Information at all times, both during the
term hereof and for a period of at least 3 years after termination of this
License Agreement, provided, however, that any source code or trade secrets you
receive shall be held in confidence in perpetuity. You shall not disclose,
disseminate or otherwise publish or communicate Confidential Information to any
person, firm, corporation or other third party without the prior written
consent of Cloud Linux. You shall not use any Confidential Information other
than in the as expressly required to use the Programs in accordance with its
standard use and in accordance with all Product Information. You are required
to notify Cloud Linux in writing immediately upon discovery of any unauthorized
use or disclosure of Confidential Information or any other breach of this
License Agreement, and to cooperate with Cloud Linux in every reasonable way to
regain possession of Confidential Information and prevent any further
unauthorized use. If you are legally compelled to disclose any of the
Confidential Information, then, prior to such disclosure, you will (i)
immediately notify Cloud Linux prior to such disclosure to allow Cloud Linux an
opportunity to contest the disclosure, (ii) assert the privileged and
confidential nature of the Confidential Information, and (iii) cooperate fully
with Cloud Linux in protecting against any such disclosure and/or obtaining a
protective order narrowing the scope of such disclosure and/or use of the
Confidential Information. In the event such protection is not obtained, you
shall disclose the Confidential Information only to the extent necessary to
comply with the applicable legal requirements.

3. LIMITED WARRANTY; EXCLUSIVE REMEDIES.

Limited Warranty: Cloud Linux warrants that (i) the media on which the Programs
are furnished will be free from defects in materials and manufacture under
normal use of a period of 30 days from the date of delivery to you; and (ii)
Cloud Linux is the owner or authorized licensee of the Programs, or has the
rights to license the Programs to you.

No person other than Cloud Linux, in writing, is authorized to make any
representation or warranty to you regarding the Programs.

Exclusive Remedy: In the event of a breach of the limited warranty above, your
exclusive remedy relative to the Programs shall be for Cloud Linux, at Cloud
Linux’s option, to either: (i) replace the Programs that does not meet the
limited warranty; or (ii) refund to you the Programs license fees (and no other
fees) paid by you, during the 12 month period immediately preceding the breach
of the limited warranty, for the Programs which fails to comply with the
limited warranties.

4. DISCLAIMER; LIMITATION ON LIABILITY

Disclaimer: THE LIMITED WARRANTY ABOVE IS THE SOLE WARRANTY MADE BY CLOUD
LINUX. CLOUD LINUX MAKES NO OTHER WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR
IMPLIED. ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED BY CLOUD
LINUX.

Limitation on Consequential Damages: IN NO EVENT SHALL CLOUD LINUX BE LIABLE TO
YOU, AS LICENSEE, OR ANY OTHER PERSON FOR ANY INDIRECT, CONSEQUENTIAL OR
INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR BUSINESS PROFITS, BUSINESS
INTERRUPTION, LOSS OF BUSINESS INFORMATION OR SIMILAR LOSSES) EVEN IF CLOUD
LINUX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLOUD LINUX SHALL
HAVE NO LIABILITY OF ANY KIND RELATED TO YOUR DATA, INCLUDING, BUT NOT LIMITED
TO, THE LOSS OR DAMAGE THEREOF.

Limitation on Liability: THE CUMULATIVE LIABILITY OF CLOUD LINUX TO YOU FOR ALL
CLAIMS RELATED TO THE PROGRAMS AND THIS LICENSE AGREEMENT, INCLUDING ANY CAUSE
OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY SHALL NOT EXCEED THE
TOTAL AMOUNT OF ALL LICENSE FEES (AND NO OTHER FEES) PAID TO CLOUD LINUX FOR
THE PROGRAMS DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE
INITIAL EVENT GIVING RISE TO THE CLAIM.

All limitations on liability, damages and claims are intended to apply without
regard to whether other provisions of this License Agreement have been breached
or have proven ineffective.

5. TERMINATION.

The license granted herein is effective until terminated. The license will
automatically terminate, without notice, if you fail to comply with any
provision of this License Agreement. Upon termination of this License
Agreement, all rights granted to you pursuant to this License Agreement will
terminate and revert to Cloud Linux. This license may be terminated at any
time, for any reason, by Cloud Linux. Cloud Linux’s maximum liability for any
such termination is to refund to you any prepaid fees.

6. PERSONAL INFORMATION CONTROL.

You agree to comply with all applicable laws, regulations, rulings and orders
of the EU, US and other countries (including but not limited to the EU’s
GDPR) in which you have operations relating to the protection, use, and
distribution of personal information of your users or visitors on any devices
which have the Program installed or stored.  Further, you shall indemnify Cloud
Linux for any and all claims resulting from your violation of any such laws,
regulations, rulings, or orders.

7. EXPORT CONTROL.

You agree to comply with all applicable laws, regulations, rulings and
executive orders of the United States relating to the exportation or
importation of any copies of the Programs (including but not limited to the
export and destination control regulations of the Commerce and Treasury
Department) and with all applicable foreign laws relating to the use,
importation, licensing or distribution of copies of the Programs.
You acknowledge that Cloud Linux is subject to economic sanctions laws
(“Economic Sanctions Laws”), including but not limited to those enforced by
the U.S. Department of the Treasury’s Office of Foreign Assets Control
(“OFAC”), the European Union, and the United Kingdom. Accordingly, You
shall comply with all Economic Sanctions Laws, including, but not limited to,
those of the United States, the European Union, and the United Kingdom. You
shall not provide access to the Cloud Linux Products to any individuals
identified on OFAC’s list of Specially Designated Nationals (“SDN List”),
the UK’s HM Treasury’s Consolidated List of Sanctions Targets, or the
EU’s Consolidated List of Persons, Groups, and Entities Subject to EU
Financial Sanctions (collectively “Sanctioned Parties”). You shall not take
any action which would place Cloud Linux in a position of non-compliance with
any such Economic Sanctions Laws. Furthermore, You represent and warrants that
(i) you have not in the past been, and will not be in the future, be connected
with any Sanctioned Parties, (ii) shall provide such information regarding any
individual or entity which you do business within any location covered by
Economic Sanction Laws upon request of Cloud Linux, and (iii) shall promptly
advise Cloud Linux of any activities which increases the risk of your’s
non-compliance with this Section 7 or Cloud Linux’ compliance with Economic
Sanctions Laws.

You agree to indemnify and hold Cloud Linux harmless from any loss, damages,
liability or expenses incurred by Cloud Linux as a result of your failure to
comply with any export regulations or restrictions or otherwise fails to comply
with this Section 7.

8. GENERAL.

This License Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware and the United States, without regard to any
conflict of laws provisions. The rights and obligations of the parties to this
License Agreement shall not be governed by the United Nations Convention on the
International Sale of Goods.

No modification of this License Agreement shall be binding unless it is in
writing and is signed by an authorized representative of the party against whom
enforcement of the modification is sought; or in the event of Cloud Linux
updating this License Agreement; you agreeing to the modified terms through use
of a click through process.

Any notices required or permitted under this License Agreement shall be in
writing and delivered in person or sent by registered or certified mail, return
receipt requested, with proper postage affixed.

In the event that any term of this License Agreement is or becomes or is
declared to be invalid or void by any court or tribunal of competent
jurisdiction, such term shall be null and void and shall be deemed severed from
this License Agreement, and all the remaining terms of this License Agreement
shall remain in full force and effect.

MR SKB