End-User License Terms & Conditions

1.1. This End User License Agreement (“EULA”) between You and RedLore covers Your use of the Software and Cloud Services (“RedLore Technology”). This document also incorporates any Product Specific Terms that may apply to the RedLore Technology You acquire. Definitions of capitalized terms are in Section 13 (Definitions).

1.2. You agree to be bound by the terms of this EULA through (a) Your download, installation, or use of the RedLore Technology; or (b) Your express agreement to this EULA.

1.3. If You do not have authority to enter into this EULA or You do not agree with its terms, do not use the RedLore Technology. 

 

2. Using RedLore Technology
2.1.License and Right to Use. RedLore grants You a non-exclusive, non-transferable (a) license to use the Software; and (b) right to use the Cloud Services for Your direct benefit during the Usage Term and as set out in Your Entitlement and this EULA (collectively, the “Usage Rights”).

2.2. Use by Third Parties. You may permit Authorized Third Parties to exercise the Usage Rights on Your behalf, provided that You are responsible for (a) ensuring that such Authorized Third Parties comply with this EULA and (b) any breach of this EULA by such Authorized Third Parties.

2.3. Upgrades or Additional Copies of Software. You may only use Upgrades or additional copies of the Software beyond Your license Entitlement if You have (a) acquired such rights under a support agreement covering the applicable Software; or (b) You have purchased the right to use Upgrades or additional copies separately.

2.4. Subscription Renewal. Usage Rights in RedLore Technology acquired on a subscription basis will automatically renew for the renewal period indicated on the order You or Your RedLore Partner placed with RedLore (“Renewal Term”) unless: (a) You notify Your Approved Source in writing at least 60 days before the end of Your then-current Usage Term of Your intention not to renew; or (b) You or Your RedLore Partner elect not to auto-renew at the time of the initial order placed with RedLore. RedLore or Your RedLore Partner will notify You reasonably in advance of any Renewal Term if there are fee changes. The new fees will apply for the upcoming Renewal Term unless You or Your RedLore Partner promptly notify RedLore in writing, before the renewal date, that You do not accept the fee changes. In that case, Your subscription will terminate at the end of the current Usage Term.

3.1. RedLore Technology Generally. Unless expressly agreed by RedLore, You may not (a) transfer, sell, sublicense, monetize or make the functionality of any RedLore Technology available to any third party; (b) use the Software on second hand or refurbished RedLore equipment not authorized by RedLore, or use Software that is licensed for a specific device on a different device; (c) remove, modify, or conceal any product identification, copyright, proprietary, intellectual property notices or other marks; (d) reverse engineer, decompile, decrypt, disassemble, modify, or make derivative works of the RedLore Technology; or (e) use RedLore Content other than as part of Your permitted use of the RedLore Technology.

3.2. Cloud Services. You will not intentionally (a) interfere with other customers’ access to, or use of, the Cloud Service, or with its security; (b) facilitate the attack or disruption of the Cloud Service, including a denial of service attack, unauthorized access, penetration testing, crawling, or distribution of malware (including viruses, trojan horses, worms, time bombs, spyware, adware, and cancelbots); (c) cause an unusual spike or increase in Your use of the Cloud Service that negatively impacts the Cloud Service’s operation; or (d) submit any information that is not contemplated in the applicable Documentation.

3.3. Evolving RedLore Technology. RedLore may: (a) enhance or refine the Software, although in doing so, RedLore will not materially reduce the core functionality of that Software, except as contemplated in this Section; and (b) perform scheduled maintenance of the infrastructure and software used to provide a Cloud Service, during which time You may experience some disruption to that Cloud Service.  Whenever reasonably practicable, RedLore will provide You with advance notice of such maintenance.  You acknowledge that, from time to time, RedLore may need to perform emergency maintenance without providing You advance notice, during which time RedLore may temporarily suspend Your access to, and use of, the Cloud Service. 

3.4. RedLore may end the life of RedLore Technology, including component functionality (“EOL”), by providing written notice on RedLore.com. If You or Your RedLore Partner prepaid a fee for Your use of the RedLore Technology that becomes EOL before the expiration of Your then-current Usage Term, RedLore will use commercially reasonable efforts to transition You to a substantially similar RedLore Technology. If RedLore does not have substantially similar RedLore Technology, then RedLore will credit You or Your RedLore Partner any unused portion of the prepaid fee for the RedLore Technology that has been declared EOL (“EOL Credit”).  The EOL Credit will be calculated from the last date the applicable RedLore Technology is available to the last date of the applicable Usage Term.  Such credit can be applied towards the future purchase of RedLore products.

3.5. Protecting Account Access. You will keep all account information up to date, use reasonable means to protect Your account information, passwords and other login credentials, and promptly notify RedLore of any known or suspected unauthorized use of or access to Your account. 

3.6. Use with Third Party Products. If You use the RedLore Technology together with third-party products, such use is at Your risk.  You are responsible for complying with any third-party provider terms, including its privacy policy.  RedLore does not provide support or guarantee ongoing integration support for products that are not a native part of the RedLore Technology.

3.7. Open Source Software. Open source software not owned by RedLore is subject to separate license terms as set out by the provider of the Open source software. The applicable open source software licences will not materially or adversely affect Your ability to exercise Usage Rights in applicable RedLore Technology.

 

4. Fees
4.1.To the extent permitted by law, orders for the RedLore Technology are non-cancellable. Fees for Your use of RedLore Technology are set out in Your purchase terms with Your Approved Source.  If You use RedLore Technology beyond Your Entitlement (“Overage”), the Approved Source may invoice You, and You agree to pay, for such Overage.

5.      Confidential Information and Use of Data

5.1. Confidentiality. Recipient will hold in confidence and use no less than reasonable care to avoid disclosure of any Confidential Information to any third party, except for its employees, affiliates, and contractors who have a need to know (“Permitted Recipients”). Recipient: (a) must ensure that its Permitted Recipients are subject to written confidentiality obligations no less restrictive than the Recipient’s obligations under this EULA, and (b) is liable for any breach of this Section by its Permitted Recipients. Such nondisclosure obligations will not apply to information that: (i) is known by Recipient without confidentiality obligations; (ii) is or has become public knowledge through no fault of Recipient; or (iii) is independently developed by Recipient. Recipient may disclose Discloser’s Confidential Information if required under a regulation, law or court order provided that Recipient provides prior notice to Discloser (to the extent legally permissible) and reasonably cooperates, at Discloser’s expense, regarding protective actions pursued by Discloser. Upon the reasonable request of Discloser, Recipient will either return, delete or destroy all Confidential Information of Discloser and certify the same.

5.2. How We Use Data. RedLore will access, process and use data in connection with Your use of the RedLore Technology in accordance with applicable privacy and data protection laws.

5.3. Notice and Consent. To the extent Your use of the RedLore Technology requires it, You are responsible for providing notice to, and obtaining consents from, individuals regarding the collection, processing, transfer and storage of their data through Your use of the RedLore Technology. 

6.1. Except where agreed in writing, nothing in this EULA transfers ownership in, or grants any license to, any intellectual property rights.  You retain any ownership of Your content and RedLore retains ownership of the RedLore Technology and RedLore Content. RedLore may use any feedback You provide in connection with Your use of the RedLore Technology as part of its business operations.

7.1. Claims. RedLore will defend any third-party claim against You that Your valid use of RedLore Technology under Your Entitlement infringes a third party’s patent, copyright or registered trademark (the “IP Claim”). RedLore will indemnify You against the final judgment entered by a court of competent jurisdiction or any settlements arising out of an IP Claim, provided that You: (a) promptly notify RedLore in writing of the IP Claim; (b) fully cooperate with RedLore in the defense of the IP Claim; and (c) grant RedLore the right to exclusively control the defense and settlement of the IP Claim, and any subsequent appeal. RedLore will have no obligation to reimburse You for attorney fees and costs incurred prior to RedLore’s receipt of notification of the IP Claim. You, at Your own expense, may retain Your own legal representation.

7.2. Additional Remedies. If an IP Claim is made and prevents Your exercise of the Usage Rights, RedLore will either procure for You the right to continue using the RedLore Technology or replace or modify the RedLore Technology with functionality that is at least equivalent. Only if RedLore determines that these alternatives are not reasonably available, RedLore may terminate Your Usage Rights granted under this EULA upon written notice to You and will refund You a prorated portion of the fee You paid for the RedLore Technology for the remainder of the unexpired Usage Term.

7.3. Exclusions. RedLore has no obligation with respect to any IP Claim based on: (a) compliance with any designs, specifications, or requirements You provide or a third party provides on Your behalf; (b) Your modification of any RedLore Technology or modification by a third party; (c) the amount or duration of use made of the RedLore Technology, revenue You earned, or services You offered; (d) combination, operation, or use of RedLore Technology with non-RedLore products, software or business processes; (e) Your failure to modify or replace RedLore Technology as required by RedLore; or (f) any RedLore Technology provided on a no charge, beta or evaluation basis.

7.4. This section 7 states RedLore’s entire obligation and Your exclusive remedy regarding any IP Claims against You.

8.1. Performance. RedLore warrants that: (a) for a period of at least 1 year from the Delivery Date or longer as stated in Documentation the Software substantially complies with the Documentation; and (b) during the Usage Term, it provides the Cloud Services with commercially reasonable skill and care in accordance with the Documentation and Product Specific Terms.

8.2. Qualifications. Sections 8.1 and 8.2 do not apply if the RedLore Technology or the equipment on which it is authorized for use: (a) has been altered, except by RedLore or its authorized representative; (b) has been subjected to abnormal physical conditions, accident or negligence, or installation or use inconsistent with this EULA or RedLore’s instructions; (c) is acquired on a no charge, beta or evaluation basis; (d) is not a RedLore-branded product or service; or (e) has not been provided by an Approved Source. Upon Your prompt written notification to the Approved Source during the warranty period of RedLore’s breach of this Section 8, Your sole and exclusive remedy (unless otherwise required by applicable law) is, at RedLore’s option, either (i) repair or replacement of the applicable RedLore Technology or (ii) a refund of the (a) license fees paid or due for the non-conforming Software, or (b) the fees paid for the period in which the Cloud Service did not comply, excluding any amounts paid under a service level agreement/objective, if applicable.   

8.3. Where RedLore provides a refund of license fees paid for Software, You must return or destroy all copies of the applicable Software. Except as expressly stated in this Section, to the extent allowed by applicable law, RedLore expressly disclaims all warranties and conditions of any kind, express or implied, including without limitation any warranty, condition or other implied term as to merchantability, fitness for a particular purpose or non-infringement, or that the RedLore Technology will be secure, uninterrupted or error free. If You are a consumer, You may have legal rights in Your country of residence that prohibit the limitations set out in this Section from applying to You, and, where prohibited, they will not apply.

9.1. Neither party will be liable for indirect, incidental, exemplary, special or consequential damages; loss or corruption of data or interruption or loss of business; or loss of revenues, profits, goodwill or anticipated sales or savings. The maximum aggregate liability of each party under this EULA is limited to (a) for claims solely arising from Software licensed on a perpetual basis, the fees received by RedLore for that Software; or (b) for all other claims, the fees received by RedLore for the applicable RedLore Technology and attributable to the 2 year period immediately preceding the first event giving rise to such liability.

9.2. These limitations of liability do not apply to liability arising from (a) Your failure to pay all amounts due; or (b) Your breach of Sections 2.1 (License and Right to Use), 3.1 (RedLore Technology Generally), 3.2 (Cloud Services) or 12.8 (Export). This limitation of liability applies whether the claims are in warranty, contract, tort (including negligence), infringement, or otherwise, even if either party has been advised of the possibility of such damages. Nothing in this EULA limits or excludes any liability that cannot be limited or excluded under applicable law. This limitation of liability is cumulative and not per incident.

10.1. Termination for Convenience.  Either party may terminate this Agreement without cause and at any time after the 2nd anniversary of the execution date of this agreement by giving the other party sixty (60) days’ prior written notice.

10.2. Suspension. RedLore may immediately suspend Your Usage Rights if You breach Sections 2.1 (License and Right to Use), 3.1 (RedLore Technology Generally), 3.2 (Cloud Services) or 12.8 (Export). 

10.3. Termination. If a party materially breaches this EULA and does not cure that breach within 30 days after receipt of written notice of the breach, the non-breaching party may terminate this EULA for cause. RedLore may immediately terminate this EULA if You breach Sections 2.1 (License and Right to Use), 3.1 (RedLore Technology Generally), 3.2 (Cloud Services) or 12.8 (Export). Upon termination of the EULA, You must stop using the RedLore Technology and destroy any copies of Software and Confidential Information within Your control. If this EULA is terminated due to RedLore’s material breach, RedLore will refund You or Your Approved Source, the prorated portion of fees You have prepaid for the Usage Rights beyond the date of termination. Upon RedLore’s termination of this EULA for Your material breach, You will pay RedLore or the Approved Source any unpaid fees through to the end of the then-current Usage Term. If You continue to use or access any RedLore Technology after termination, RedLore or the Approved Source may invoice You, and You agree to pay, for such continued use.

11.1. If you use RedLore Technology that does not rely on a Cloud Service, then during the Usage Term and for a period of 12 months after its expiry or termination, You will take reasonable steps to maintain complete and accurate records of Your use of the RedLore Technology sufficient to verify compliance with this EULA (“Verification Records”). Upon reasonable advance notice, and no more than once per 12 month period, You will, within 30 days from RedLore’s notice, allow RedLore and its auditors access to the Verification Records and any applicable books, systems (including RedLore product(s) or other equipment), and accounts during Your normal business hours. If the verification process discloses underpayment of fees: (a) You will pay such fees; and (b) You will also pay the reasonable cost of the audit if the fees owed to RedLore as a result exceed the amounts You paid for Your Usage Rights by more than 5%.

12.1. Survival. Sections 4, 5, 6, 8, 9, 10, 11 and 12 survive termination or expiration of this EULA.

12.2. Third Party Beneficiaries. This EULA does not grant any right or cause of action to any third party.

12.3. Assignment and Subcontracting. Except as set out below, neither party may assign or novate this EULA in whole or in part without the other party’s express written consent. RedLore may (a) by written notice to You, assign or novate this EULA in whole or in part to an Affiliate of RedLore, or otherwise as part of a sale or transfer of any part of its business; or (b) subcontract any performance associated with the RedLore Technology to third parties, provided that such subcontract does not relieve RedLore of any of its obligations under this EULA. 

12.4. RedLore Partner Transactions. If You purchase RedLore Technology from a RedLore Partner, the terms of this EULA apply to Your use of that RedLore Technology and prevail over any inconsistent provisions in Your agreement with the RedLore Partner.

12.5. Modifications to the EULA. RedLore may change this EULA or any of its components by updating this EULA and sharing the updated EULA with You or making the updated EULA public on redlore.com. Changes to the EULA apply to any Entitlements acquired or renewed after the date of modification. 

12.6. Compliance with Laws. Each party will comply with all laws and regulations applicable to their respective obligations under this EULA. RedLore may restrict the availability of the RedLore Technology in any particular location or modify or discontinue features to comply with applicable laws and regulations. 

12.7. If You use the RedLore Technology in a location with local laws requiring a designated entity to be responsible for collection of data about individual end users and transfer of data outside of that jurisdiction (e.g. Russia and China), You acknowledge that You are the entity responsible for complying with such laws.

12.8. Export. RedLore’s Software, Cloud Services, products, technology and services (collectively the “RedLore Products”) are subject to U.S. and local export control and sanctions laws. You acknowledge and agree to the applicability of and Your compliance with those laws, and You will not receive, use, transfer, export or re-export any RedLore Products in a way that would cause RedLore to violate those laws. You also agree to obtain any required licenses or authorizations. 

12.9. Governing Law and Venue. This EULA, and any disputes arising from it, will be governed exclusively by the applicable governing law of the Province of Ontario, Canada, and without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The courts located in the Province of Ontario, Canada, will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the EULA or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. 

12.10. Notice. Any notice delivered by RedLore to You under this EULA will be delivered via email, regular mail or postings on RedLore.com. Notices to RedLore should be sent to RedLore Canada Inc., 865 Berry Side Road, Dunrobin ON-K0A 1T0, Canada, unless this EULA, applicable Product Specific Terms or an order specifically allows other means of notice. 

12.11. Force Majeure. Except for payment obligations, neither party will be responsible for failure to perform its obligations due to an event or circumstances beyond its reasonable control.

12.12. NoWaiver. Failure by either party to enforce any right under this EULA will not waive that right.

12.13. Severability. If any portion of this EULA is not enforceable, it will not affect any other terms.

12.14. Entire agreement. This EULA is the complete agreement between the parties with respect to the subject matter of this EULA and supersedes all prior or contemporaneous communications, understandings or agreements (whether written or oral). 

12.15. Translations. RedLore may provide local language translations of this EULA in some locations.  You agree that those translations are provided for informational purposes only and if there is any inconsistency, the English version of this EULA will prevail.

12.16. Order of Precedence. If there is any conflict between this EULA and any Product Specific Terms expressly referenced in this EULA, the order of precedence is: (a) such Product Specific Terms; (b) this EULA (excluding the Product Specific Terms and any RedLore policies); then (c) any applicable RedLore policy expressly referenced in this EULA. 

“Affiliate” means any corporation or company that directly or indirectly controls, or is controlled by, or is under common control with the relevant party, where “control” means to: (a) own more than 50% of the relevant party; or (b) be able to direct the affairs of the relevant party through any lawful means (e.g., a contract that allows control).

“Approved Source” means RedLore or a RedLore Partner.

“Authorized Third Parties” means Your Users, Your Affiliates, Your third-party service providers, and each of their respective Users permitted to access and use the RedLore Technology on Your behalf as part of Your Entitlement.

“RedLore” “we” “our” or “us” means RedLore Canada, Inc. or its applicable Affiliate(s).

“RedLore Content” means any (a) content or data provided by RedLore to You as part of Your use of the RedLore Technology and (b) content or data that the RedLore Technology generates or derives in connection with Your use.  RedLore Content includes geographic and domain information, rules, signatures, threat intelligence and data feeds and RedLore’s compilation of suspicious URLs.

“RedLore Partner” means a RedLore authorized reseller, distributor or systems integrator authorized by RedLore to sell RedLore Technology.

“Cloud Service” means the RedLore hosted software-as-a-service offering or other RedLore cloud-enabled feature described in the applicable Product Specific Terms.  Cloud Service includes applicable Documentation and may also include Software.

“Confidential Information” means non-public proprietary information of the disclosing party (“Discloser”) obtained by the receiving party (“Recipient”) in connection with this EULA, which is (a) conspicuously marked as confidential or, if verbally disclosed, is summarized in writing to the Recipient within 14 days and marked as confidential; or (b) is information which by its nature should reasonably be considered confidential whether disclosed in writing or verbally.

“Delivery Date” means the date agreed in Your Entitlement, or where no date is agreed: (a) where Usage Rights in Software or Cloud Services are granted separately: (i) for Software, the earlier of the date Software is made available for download or installation, or the date that RedLore ships the tangible media containing the Software, and (ii) for Cloud Services, the date on which the Cloud Service is made available for Your use; or (b) where Usage Rights in Software and Cloud Services are granted together, the earlier of the date Software is made available for download, or the date on which the Cloud Service is made available for Your use.

“Documentation” means the technical specifications and usage materials officially published by RedLore specifying the functionalities and capabilities of the applicable RedLore Technology.

“Entitlement” means the specific metrics, duration, and quantity of RedLore Technology that You commit to acquire from an Approved Source through individual acquisitions or Your participation in a RedLore buying program.

“Product Specific Terms” means additional product related terms applicable to the RedLore Technology You acquire.

“Software” means the RedLore computer programs including Upgrades, firmware and applicable Documentation.

“Upgrades” means all updates, upgrades, bug fixes, error corrections, enhancements and other modifications to the Software.

“Usage Term” means the period commencing on the Delivery Date and continuing until expiration or termination of the Entitlement, during which period You have the right to use the applicable RedLore Technology.

“User” means the individuals (including contractors or employees) permitted to access and use the RedLore Technology on Your behalf as part of Your Entitlement.

“You” means the individual or legal entity purchasing the RedLore Technology.