Syspeace Server IPS End User License and Subscription Agreement (EULA)

IMPORTANT PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT carefully before proceeding with the installation of the Program: 

Syspeace AB`s End-User License Agreement (EULA) is a legal agreement between you (either an individual or an entity) and Syspeace AB for the Syspeace AB software product(s) Syspeace Server IPS and possibly related software components, media, printed materials, and online or electronic documentation (collectively ”Syspeace Server IPS”, “the Software” or “the software product”). By installing, copying, or otherwise using the software product, you agree to be bound by the terms of this EULA. 

This EULA constitutes the entire agreement concerning the Program between you and Syspeace AB (referred to as “Licensor” hereinafter), and supersedes any prior contracts, representations, or agreements between the parties. If you do not agree to the terms of this EULA, do not install or use the software product.

1. General License Terms
   1. This End User License and Subscription Agreement (“EULA”) is a legal agreement between you as Licensee and Syspeace AB. It governs the terms of use for the software license you have purchased. The EULA applies exclusively. The precedence of individual agreements between Syspeace AB and the Licensee remains unaffected. The current version of this License Agreement is available at any time on Syspeace’s website at https://www.syspeace.com/.
   2. Syspeace Server IPS includes machine-readable computer programs, partially source code as well as documentation in electronic format.
   3. The functional scope of the software product as well as instructions for its use are presented in detail on Syspeace AB’s website. The documentation can be viewed on the Syspeace website independently of the installation, use or purchase of the software product.
   4. By installing, copying or otherwise using Syspeace Server IPS, you agree to be bound by the terms of this EULA. Deviating or supplementary terms and conditions of the Licensee shall not apply. Their applicability is hereby expressly rejected, even in the event that Syspeace AB enters into the License Agreement with Licensee with knowledge of Licensee’s Terms and Conditions. 
   5. Syspeace Server IPS is protected by national copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Syspeace Server IPS is licensed, not sold.
   6. The product is distributed in separate parts. “Syspeace Service” or “service” is the component providing detection and protection. “Syspeace Console” or “console” is the component providing administration access. (For Syspeace version 3, Syspeace Console and Syspeace Service are contained in the same part.)
2. Terms Of Use
   1. By accepting this Agreement, Syspeace AB grants you, the licensee, a non-exclusive, perpetual license to use the Software, provided that you agree to the following terms:
   2. You are entitled to install the Syspeace Service component of the software product on a server and use it as intended.
   3. You are entitled to install the Syspeace Console component of the software product on non-server or server computers and use it as intended.
   4. You are entitled to operate the software product under a single domain.
   5. You are not entitled to sell the software product or parts of the software product or to rent, lease or lease them.
   6. You are not entitled to grant sublicenses to third parties unless there is a separate written agreement between you and Syspeace AB (Reseller Agreement). In addition, the license is not transferable to third parties without the prior written consent of Syspeace AB.
   7. You are not entitled to make any copies that are not necessary for the intended use of the software product.
   8. You are not entitled to reverse engineer, decompile or disassemble the software product, unless and only to the extent that applicable law expressly permits this, notwithstanding this limitation.
3. Subject Matter Of The Contract
   1. For the quality and functionality of the software delivered by Syspeace AB, the performance description of the software product valid at the time of the conclusion of the contract and freely available on the Syspeace website in its current version at any time is conclusively authoritative. 
   2. Syspeace AB does not owe a quality of the software that goes beyond the performance description. In particular, the Licensee cannot derive such an obligation from other representations of the Software in public statements or in advertising of third parties, unless Syspeace AB has warranted to the Licensee the quality going beyond the performance description. In this respect, only such properties of the Software are deemed to be warranted by Syspeace AB which have been expressly expressed in writing to the Licensee prior to the conclusion of this License Agreement and which have been designated as warranted properties. Interoperability with the hardware and software available at the Licensee is not a warranted characteristic of the Software, unless compatible hardware and software is expressly stated in the service description.
   3. Syspeace AB expressly points out to the Licensee that the Software can only be operated if it is enabled to access Syspeace AB’s network via the Internet at runtime for the purpose of checking the validity of the license, and to that extent an Internet connection is required to operate the Software. Within the scope of this regular validity check, the following data is transferred to Syspeace AB domain on which the software is installed at the time of the validity check, unique software identifier (plugin ID), software version.
   4. If at the time of the validity check a version of the software is used for which no valid license is available, the software is automatically deactivated. A renewed activation and further use of the software is then only possible if a new license is purchased.
   5. Part of the functionality in the software product is based on behavior of attackers around the world. The collective behavior of attackers is centrally aggregated from all instances of the software product that is probed and a rule is fired that puts an IP address in the local firewall. Syspeace AB has the right to collect information associated with the blocks of public IP addresses that the software product performs. Syspeace AB also has the right to collect information about the environment that the software product runs in. 
4. Delivery and Installation
   1. Syspeace AB agrees to deliver the Software to the Licensee in machine-readable form via download from the Syspeace website. 
   2. Installation, customization and acceptance of the Software on a server for a fee can be performed by you or by a third party contracted by you.
5. Support, Improvements (Updates) and Further Developments (Upgrades)
   1. With the purchase of the license, the licensee receives time-limited support, improvements and upgrades free of charge.
   2. The subscription includes the following services:
      1. Free provision of software updates and upgrades performed by Syspeace ABas part of the software update and bug fixing process.
      2. Free provision of updated standard software documentation in electronic form
   3. Request for free support via the ticket system using support@syspeace.com.
   4. Third-party software is excluded from the terms of the EULA.
   5. As of the End of Development date, the services described in this section will no longer be provided. The End of Development date is April 30th, 2023.
6. Copyright
   1. The Software and the copies made of the Software are intellectual property of Syspeace AB. The Software is protected by copyright laws and international copyright regulations. You are obliged to treat the Software like any other material protected by copyright. You may use the Software only within the scope of this License Agreement.
   2. Trademarks must be used in accordance with accepted trademark practices. You may not remove any trademarks or copyright notices (“Copyrights”) from the delivered program parts.
7. Export Restrictions

   You agree that you will not export or transfer the Software or any portion thereof to any country to which such export or transfer is restricted by applicable Swedish, U.S. or Canadian regulations or statutes.

8. Warranty
   1. Syspeace AB expressly disclaims any warranty for the software product. Syspeace Server IPSis provided “as is” without any express or implied warranty of any kind. Syspeace AB makes no warranties or representations as to the accuracy or completeness of the information, text, graphics, links or other content contained in the software product. 
   2. Syspeace AB makes no warranty with respect to any damages that may be caused by the transmission of any computer virus, worm, time bomb, logic bomb, Trojan horse or other such computer program. 
   3. Syspeace AB further expressly disclaims any warranty or representation of any kind to any user or third party.
   4. If a defect appears during the inspection or later, Syspeace AB has to be informed immediately. The Licensee’s notification is deemed to be without delay if it is made within two weeks, whereby timely dispatch is sufficient to meet the deadline. Irrespective of this obligation to inspect the goods and to give notice of defects, the licensee has to inform Syspeace AB in writing about obvious defects within two weeks after becoming aware of them, whereby the timely dispatch of the notification is sufficient to meet the deadline. If the Licensee fails to duly examine and/or notify the defect, the liability of Syspeace AB for the non-notified obvious defect is excluded. 
   5. Syspeace AB warrants for a period of three months from the date of delivery that the Software will substantially conform to the program description in the accompanying documentation with respect to its functionality.
   6. Syspeace AB points out that according to the state of the art it is not possible to produce computer software completely free of errors.
   7. The withdrawal due to an insignificant defect is excluded.
   8. Syspeace AB will remedy a defect within a reasonable period of time after receipt of the notice of defect by delivering a replacement, eliminating the defect or offering a workaround solution equivalent in terms of functionality, at Syspeace AB’s option. Within the scope of this supplementary performance, the Licensee will be provided with the Software corrected for the defect or with a patch or update by the same means as the Software under this Agreement.
   9. If the defect cannot be reproduced and analyzed in Syspeace AB’s system environment, Licensee shall, after prior consultation, provide Syspeace AB with access to its own system to the extent necessary for the analysis. An analysis or elimination of the defect on the Licensee’s premises will not take place.
   10. If the elimination of the defect fails, the Licensee may either withdraw from the contract or demand a reduction of the remuneration after a further reasonable grace period has expired in vain. The right of withdrawal shall not apply if the defect is insignificant. The Licensee shall also be entitled to the rights described if Syspeace AB refuses to make a replacement delivery, remedy a defect or deliver a workaround or if the replacement delivery, remedy a defect or deliver a workaround are unreasonable for the Licensee.
   11. If it turns out that a defect reported by the Licensee is not due to a material defect or defect in title of the Software for which Syspeace AB is responsible, Syspeace AB must be reimbursed by the Licensee for the expenses incurred. This does not apply if the Licensee is not responsible for the unjustified complaint, in particular if the Licensee could not recognize that Syspeace AB is not responsible for the reported defect. 
   12. Any fault of third parties commissioned by the Licensee in connection with the installation and/or operation of the Software must be attributed to the Licensee as if it were the Licensee’s own fault.
9. Disclaimer

   The software product is not designed or licensed for use in or with equipment in hazardous environments such as operation of nuclear facilities, aircraft navigation or control, or in life-critical solutions. For purposes of this section the term “life-critical solution” means an application software package or hardware device whose functioning or malfunctioning may result directly or indirectly in physical injury or loss of human life.

10. Limitation of Liability
    1. In no event shall Syspeace AB be liable for any damages (including, without limitation, lost profits, business interruption, or lost data). In no event shall Syspeace AB be liable for loss of data or for any indirect, special, incidental, consequential (including lost profits), or other damages arising in contract, tort, or otherwise. Syspeace AB assumes no liability with respect to the content of the software product, including therein, defamation, violation of publicity rights, privacy rights, trademark rights, business interruption, personal injury, loss of privacy, moral rights, or disclosure of confidential information.
    2. Syspeace AB is only liable for damages caused intentionally or by gross negligence and only as far as it is mandatory by law. In this context, liability for direct or indirect consequential damages, financial losses, lost profits or damages due to business interruption is excluded.
    3. Syspeace AB does not assume liability for damages caused by errors, defects or improper installation of third party software.
    4. Licensee’s liability for defects shall not apply if Licensee has made changes to the Software or has had such changes made by a third party without the prior consent of Syspeace AB or if the Software is used by Licensee for a purpose not covered by the license agreement and if the change or the use contrary to the agreement is solely responsible for the occurrence of the defect.
    5. The strict liability of Syspeace AB for defects existing at the time the Software was made available is excluded.
    6. In the event of a breach of a material contractual obligation, liability shall be limited to compensation for foreseeable, typically occurring damage up to 1 times the value of the license, and liability for foreseeable indirect damage, in particular loss of profit, shall be excluded.
    7. The Licensee shall be obligated to regularly back up its data to a reasonable extent. The frequency of the data backups is determined by the Licensee on its own responsibility, exercising the diligence of a conscientious businessman. 
11. Third Party Rights
    1. If a third party asserts against the Licensee that the rights of such third party are infringed by the Software, the Licensee shall notify Syspeace AB thereof without undue delay. The Licensee is not entitled to acknowledge such claims of third parties before he has given Syspeace AB a reasonable opportunity to defend the claims asserted by the third party in another way.
    2. If the Software actually infringes the rights of third parties, Syspeace AB will, at its own option and expense, taking into account the interests of the Licensee, either procure for the Licensee the necessary rights of use to the affected right of the third party or redesign the Software so that it no longer infringes the affected right of the third party.
    3. Licensee’s claims for liability for defects shall remain unaffected.
12. Test Versions
    1. The Syspeace Console software, and other software components that are installed separately from the Syspeace Service software component (“supporting software”), is available free of charge and has full functionality, subject to the acceptance of the terms in this license. Supporting software is not affected by trial licenses or time limitations and does not need a paid license. 
    2. The Syspeace Console is used for administrative tasks as well as for controlling instances of the Syspeace Service software, which are subject to the subsequent trial periods and paid full licenses. These limitations may impact functionality present in the Syspeace Console software.
    3. Prior to the acquisition of a license, the potential licensee shall have the opportunity to obtain a free test version of the respective Syspeace Service software. The use of a test version is limited to 30 days after the first installation. With the exception of this time limitation, the test version corresponds in full functionality to the Syspeace Service software to be licensed. The trial version shall be used in a server environment that does not in any way interfere with and/or jeopardize the work-flow of the eventual licensee or interfere with and/or jeopardize the integrity or security of data or other software products of any kind.
    4. In case of trial versions, all warranties and all claims for liability on the part of Syspeace AB is explicitly excluded.
    5. If a paid full license is purchased during the trial period, the registered trial license will automatically be converted to a full license after the expiration of the trial period. A new installation is not necessary at the time of the change.
13. Changes To This EULA Or To Syspeace Server IPS.
    1. Syspeace AB reserves the right, in its sole and absolute discretion, to revise, update, change, modify, add to, supplement, or delete certain terms of this EULA for security, legal, best practice or regulatory reasons. Such changes will be effective with or, as applicable, without prior notice to You. You are responsible for checking this EULA periodically for changes. If any future changes to this EULA are unacceptable to you or cause you to no longer be in agreement or compliance with this EULA, You may terminate this EULA in accordance with this Agreement and must immediately uninstall Syspeace Server IPSand destroy all copies of Syspeace Server IPS. Your continued use of Syspeace Server IPSfollowing any revision to this EULA constitutes your complete and irrevocable acceptance of any and all such changes.
    2. Syspeace AB may modify Syspeace Server IPSfor any reason or without any specific reason, at any time and at its entire discretion, in particular for technical reasons such as updates, maintenance operations and/or resets to improve and/or optimize Syspeace Server IPS. You agree that Syspeace Server IPSmay install or download the modifications automatically. You agree that Syspeace AB may stop to support previous versions of Syspeace Server IPSupon availability of an updated version. Syspeace AB’s channel partners and associated service providers shall have no obligation to furnish any maintenance or customer support with respect to Syspeace Server IPS.
    3. Syspeace AB also reserves the right to amend the Rules of Conduct set out to place limits on the use of Syspeace.
14. Entire agreement
    1. This EULA is the entire agreement between you and Syspeace AB relating to Syspeace Server IPSand the Support Services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals, and representations with respect to Syspeace Server IPSor any other subject matter covered by this EULA.
    2. To the extent the terms of any Syspeace AB policies or programs for Support Services conflict with the terms of this EULA, the terms of this EULA shall prevail.
15. No Waiver

    No failure or delay by Syspeace AB to exercise any right or remedy provided under this EULA or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. Waiver of a right or remedy may be considered to have taken place only after signing of a written statement to this effect by Syspeace AB or by the User.

16. Law and Jurisdiction
    1. To the extent permitted by applicable law, this EULA, and any disputes or claims arising out of or in connection with it, or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of Sweden, without giving effect to any principles of conflicts of laws. 
    2. This EULA shall not be governed by the United Nations Conventions of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded from any interpretation of this EULA.