This End-User License Agreement (“ EULA”) governs your use of the software platform OpSec’s Test Purchase Center software platform (“Software”), its associated upgrades and updates and related services currently provided or which will be provided by OpSec Security Group Limited, or any one of its subsidiaries or affiliated companies, including without limitation OpSec Security, Inc., OpSec Security, Limited, OpSec Online, LLC or OpSec Security GmbH, collectively referred to as “OpSec”.
By activating the account or using the Software you (“User”) represent that (i) the information provided is complete and accurate; (ii) that you have the authority to agree to this EULA; (iii) that the terms and conditions set forth herein have been accepted; and (iv) the EULA is enforceable like any written agreement negotiated and signed by you. If you do not agree to this EULA, then you should not access or use the Software.
Subject to the terms and conditions of this EULA, OpSec grants User a non-exclusive, non-transferable, right to install and/or use the Software (the “License”) for such time until either OpSec or User terminates this EULA. User must in no event use, nor allow others to use, the Software or this License for commercial purposes without obtaining prior written permission from OpSec. Updates, upgrades, and modifications may be necessary in order to be able to continue to use the Software on certain hardware. THIS SOFTWARE IS LICENSED TO USER, NOT SOLD.
Except where agreed to in writing, nothing in this EULA transfers ownership in, or grants any license to, any intellectual property rights. User retains any ownership of User’s content and OpSec retains ownership of the Software, Services and OpSec content. OpSec may use any feedback User provides in connection with its use of the Software or Service as part of its business operations.
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, agents, or contractors who have a need to know (together “Recipients”). “Confidential Information” shall mean non-public proprietary information of the disclosing party obtained by the receiving party in connection with this EULA, including but not limited to the material terms of this EULA, software, source codes, documentation, cost and other unpublished financial information, product and business plans, and marketing data. Confidential Information will not include information (i) already lawfully known to or independently developed by the receiving Party, (ii) disclosed in published materials, (iii) generally known to the public, or (iv) lawfully obtained from any third party.
User agrees and understands that it may be necessary for OpSec to collect, process and use User’s data in order to perform its obligations to provide the Services under this EULA. OpSec takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. OpSec operates in compliance with the European General Data Protection Regulation (“GDPR”) and Data Protection Act UK. Except as otherwise stated and agreed upon in writing, the Software and Services are subject to OpSec’s Privacy Policy at https://www.opsecsecurity.com/privacy-policy.
User represents and warrants to the best of its knowledge: (i) that it has all necessary right, power and authority to enter into this EULA and to fulfill its contractual obligation hereunder; (ii) that the information that it uploads, transmits, or otherwise makes available within the Software is accurate and free of third party rights; (iii) that it has not breached any third party rights, including without limitation: intellectual property, publicity or privacy, consumer protection, tort and product liability rights; (iv) that it complies with all applicable security standards and is free from any viruses; and (v) that it complies with all applicable laws, statutes, ordinances and regulations.
OpSec represents and warrants to the best of its knowledge: (i) that it has all necessary right, power and authority to enter into this EULA and to fulfill its contractual obligations hereunder; (ii) that the provision of the Software and Services will not breach any third party rights, including without limitation, intellectual property, publicity or privacy, consumer protection, tort and product liability rights; and (iii) that the provision of the Software and Services comply with all applicable laws, statutes, ordinances and regulations.
EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE SOFTWARE IS NOT ERROR-FREE AND IS BEING PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. EXCEPT AS EXPRESSLY PROVIDED HEREIN, OPSEC HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SOFTWARE INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING OR USAGE OF TRADE. EXCEPT AS EXPRESSLY PROVIDED HEREIN, OPSEC MAKES NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH USE OF THE SOFTWARE, OR THAT THE PROVISION OF THE SOFTWARE, ACCESS TO THE SOFTWARE AND TO USER DATA STORED ON OPSEC SERVERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE.
IN NO EVENT SHALL OPSEC BE LIABLE FOR ANY LOSS OF DATA OR PROFITS, AND SHALL NOT IN ANY EVENT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SOFTWARE WITHOUT REGARD TO WHETHER OPSEC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
User agrees to indemnify, defend and hold harmless OpSec, its agents, affiliates, and employees from and against any and all third party claims, demands, obligations, causes of action, losses, lawsuits and damages (together “Losses”), including reasonable attorney’s fees, arising out of or relating to User’s breach of any representation or warranty concerning this EULA. The obligations to indemnify contained in this section shall survive the expiration or termination of this EULA.
This EULA shall come into force at the time the account is activated by User. OpSec may terminate this EULA (i) upon written request to OpSec by the User or an authorized party acting on behalf of the User; or (ii) without notice if the User fails to comply with any terms or conditions set forth herein. Once the EULA is terminated, the User must stop using the Software immediately.
OpSec will not be liable for any failure or delay of performance under this EULA resulting from a force majeure event beyond the reasonable control of OpSec, including without limitation, natural disasters, acts of God, government regulations, war, terrorism, labor disputes and power failures.
This EULA shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its choice of law provisions. Exclusive jurisdiction and venue for any litigation arising under this EULA is in the federal and state courts located in Delaware and both parties hereby consent to such jurisdiction and venue for this purpose.
OpSec’s failure to act with respect to a breach of this EULA will not constitute a waiver and does not waiver our right to act with respect to subsequent or similar breaches. If any provisions of this EULA shall be deemed invalid, void, or for any reason unenforceable under applicable law, then that term shall be deemed severable and shall not affect the validity and enforceability of any remaining term or provision herein.
This EULA constitutes the entire agreement between OpSec and the User relating to its subject-matter and supersedes all written or oral prior agreements or understanding between the parties. OpSec reserves the right to amend any terms of this EULA at any time without notice.