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Ternary EULA

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March 22, 2024

TERNARY TERMS OF SERVICE AND SOFTWARE LICENSE AGREEMENT

TERNARY INC. (TERNARY) AND/OR ITS AFFILIATES ARE WILLING TO LICENSE THE LICENSED SOFTWARE TO YOU AS THE INDIVIDUAL, THE COMPANY, OR THE LEGAL ENTITY THAT WILL BE UTILIZING THE LICENSED SOFTWARE (REFERENCED BELOW AS “YOU” OR “YOUR”) ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS TERNARY SOFTWARE LICENSE AGREEMENT AND THE PRODUCT USE RIGHTS SUPPLEMENT (AS DEFINED BELOW) (COLLECTIVELY, THE “LICENSE AGREEMENT”).

READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE USING THE LICENSED SOFTWARE. THIS IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND TERNARY BY CLICKING THE “I AGREE” OR “YES” BUTTON, OR OTHERWISE INDICATING ASSENT ELECTRONICALLY, OR LOADING THE LICENSED SOFTWARE OR OTHERWISE USING THE LICENSED SOFTWARE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, CLICK THE “I DO NOT AGREE” OR “NO” BUTTON OR OTHERWISE INDICATE REFUSAL AND MAKE NO FURTHER USE OF THE LICENSED SOFTWARE.

UNLESS OTHERWISE DEFINED HEREIN, CAPITALIZED TERMS WILL HAVE THE MEANING GIVEN IN THE “DEFINITIONS” SECTION OF THIS LICENSE AGREEMENT AND SUCH CAPITALIZED TERMS MAY BE USED IN THE SINGULAR OR IN THE PLURAL, AS THE CONTEXT REQUIRES.

  1. DEFINITIONS.
    • “Collected Data” means certain information which Ternary may collect, retain, disclose and use in connection with your use of the Licensed Software and may include, but is not limited to, personally identifiable information about you, your employees, agents or contractors acting on your behalf, your devices or systems or your Licensed Software usage.
    • “Content Updates” means content used by certain Ternary products which is updated from time to time, including but not limited to: updated URL lists for content filtering and anti-phishing products; updated lists of authenticated web pages for website authentication products; updated policy compliance rules for policy compliance products; and updated vulnerability signatures for vulnerability assessment products.
    • “Customer Responsibilities” means the customer shall be responsible for its and its authorized users’ compliance with this Agreement and shall be responsible for the Customer Content. Customers shall not use the Ternary Services to store, process, or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights. Use the Ternary Services to store or transmit Malicious Code, Interfere with or disrupt the integrity or performance of the Ternary Services or third-party data contained therein or any systems or networks or violate the regulations, policies, or procedures of such networks used with the Ternary Services, attempt to gain unauthorized access to the Ternary Service or its related systems or networks, the Ternary data or the data of any other Ternary customers, or harass or knowingly or intentionally interfere with another Ternary customer’s use and enjoyment of the Ternary Services. Any conduct by the Customer that, in Ternary’s sole discretion, restricts or inhibits any other Ternary customer from using or enjoying the Ternary Services is expressly prohibited. Customers will use commercially reasonable efforts to prevent unauthorized access to, or use of, the Ternary Services, and notify Ternary promptly of any such unauthorized access or use. Customers shall be responsible for obtaining and maintaining all telephone, computer hardware, and other equipment needed for access to and use of the Ternary Services and all charges related thereto.
    • “Documentation” means the Ternary knowledgebase, handbooks, videos and installation guides relating to the Licensed Software provided in any form or medium by Ternary to Licensee.
    • “Feature Updates” means the product changes that Ternary affects for new feature releases. These are scheduled during off hours and weekends to minimize any effect on its customers and will announce its release schedule well in advance. Ternary strives to ensure that there is no operational impact and no deterioration of service, support or technical SLA performance during product upgrades. Each of these changes goes through an extensive testing and quality control process before they are released into production.
    • “License Instrument” means one or more of the following applicable documents which further defines your license rights to the Licensed Software: a Ternary license certificate or a similar license document issued by Ternary, or a written agreement between you and Ternary, that accompanies, precedes or follows this License Agreement.
    • “Licensed Software” means the Ternary software product, in object code form, accompanying this License Agreement, including any Upgrades, Documentation included in, or provided for use with, such software or that accompanies this License Agreement.
    • “Permitted Use” means use of the Licensed Software by an authorized user for Your benefit in the ordinary course of Your internal business operations/purpose.
    • “Product Use Rights” means usage rights, restrictions and terms set forth in the Product Use Rights Supplement.
    • “Product Upgrade” means any version of the Licensed Software that has been made generally available and which replaces the prior version of the Licensed Software on Ternary’s price list pursuant to Ternary’s then-current upgrade policies.
    • “Update” means an update, fix or patch to the Licensed Software. means bug fixes, patches, or other error corrections to the Licensed Software that Ternary generally makes available free of charge to all licensees of the Software.
  2. LICENSE GRANT. Subject to and conditioned on Your payment of Fees and compliance with all the terms and conditions of this License Agreement, Ternary grants to You the following rights: (i) a non-exclusive, non-transferable (except as stated otherwise in Section 17.1), non-sublicensable license to use the Licensed Software and Documentation solely in support of Your internal business operations in the quantities and at the Use Levels described in this License Agreement, including the applicable Product Use Rights, and the applicable License Instrument. You may exercise Your rights through consultant(s) and outsourcer(s) (“Consultants”) in order to deliver services to You, provided You ensure Your Consultants adhere to the terms of this License Agreement, and You assume full responsibility for the actions of Your Consultants in connection with such use.
  3. TERM. The term of the Licensed Software license granted under this License Agreement shall be under a subscription or term-based license for the period of time indicated on the applicable License Instrument. If you have obtained the Licensed Software on a non-perpetual basis, your rights to use such Licensed Software shall end on the applicable end date as indicated on the applicable License Instrument and you shall cease use of the Licensed Software as of such applicable end date.
  4. LICENSE RESTRICTIONS. You may not, without Ternary’s prior written consent, conduct, cause or permit the:
    i. use, copying, modification, rental, lease, lend, sell, sublease, sublicense, assign, distribute, publish, transfer or otherwise make available the licensed software to any third party or transfer of the Licensed Software in whole or in part except as expressly provided in this License Agreement;
    ii. modify, correct, adapt, translate, enhance, or otherwise prepare derivative works or improvements of any Software; creation of any derivative works based on the Licensed Software;
    iii. reverse engineering, disassembly, or decompiling of the Licensed Software (except that You may decompile the Licensed Software for the purposes of interoperability only to the extent permitted by and subject to strict compliance under applicable law);
    iv. use of the Licensed Software in connection with service bureau, facility management, timeshare, service provider or like activity whereby You operate or use the Licensed Software for the benefit of a third party;
    v. use of the Licensed Software by any party other than You or Your Consultants;
    vii. use of the Licensed Software above the quantity and Use Level that have been licensed to you under this License Agreement or the applicable License Instrument;
    ix. bypass or breach any security device or protection used for or contained in the Licensed Software or Documentation;
    x. remove, delete, efface, alter, obscure, translate, combine, supplement, or otherwise change any trademarks, terms of the Documentation, warranties, disclaimers, or Intellectual Property Rights, proprietary rights or other symbols, notices, marks, or serial numbers on or relating to any copy of the License Software or Documentation;
    xi. use the License Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any Person, or that violates any applicable Law;
    xii. use the License Software for purposes of: (i) benchmarking or competitive analysis of the Software; (ii) developing, using, or providing a competing software product or service; or (iii) any other purpose that is to Ternary’s detriment or commercial disadvantage;
    xiii. use the License Software in or in connection with the design, construction, maintenance, operation, or use of any hazardous environments, systems, or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the License Software could lead to personal injury or severe physical or property damage.
  5. OWNERSHIP/TITLE. The Licensed Software is the proprietary property of Ternary or its licensors and is protected by copyright law. Ternary and its licensors retain any and all rights, title and interest in and to the Licensed Software, including in all copies, improvements, enhancements, modifications and derivative works of the Licensed Software. Your rights to use the Licensed Software shall be limited to those expressly granted in this License Agreement. All rights not expressly granted to you are retained by Ternary and/or its licensors.
  6. INTELLECTUAL PROPERTY RIGHTS.
    A. Intellectual Property Ownership. You acknowledge and agree that:
    (a) the Licensed Software and Documentation are licensed, not sold, to you by Ternary and you do not have under or in connection with this Agreement any ownership interest in the Licensed Software or Documentation, or in any related Intellectual Property Rights;
    (b) Ternary is the sole and exclusive owner of all right, title, and interest in and to the Licensed Software and Documentation, including all Intellectual Property Rights relating thereto, subject only to the rights of third parties in Open Source Components and the limited license granted to You under this Agreement; and
    (c) You hereby unconditionally and irrevocably assign to Ternary or Ternary’s designee, Your entire right, title, and interest in and to any Intellectual Property Rights that You may now or hereafter have in or relating to the Licensed Software or Documentation (including any rights in derivative works or patent improvements relating to either of them), whether held or acquired by operation of law, contract, assignment or otherwise.
    B. Your Cooperation and Notice of Infringement. You shall, during the Term:
    (a) take all measures to safeguard the Licensed Software and Documentation (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access;
    (b) take all such steps as Ternary may reasonably require to assist Ternary in maintaining the validity, enforceability and Ternary’s ownership of the Intellectual Property Rights in the Licensed Software and Documentation;
    (c) promptly notify Ternary in writing if You become aware of: (i) any actual or suspected infringement, misappropriation or other violation of Ternary’s Intellectual Property Rights in or relating to the Licensed Software or Documentation; or (ii) any claim that the Licensed Software or Documentation, including any production, use, marketing, sale or other disposition of the Licensed Software or Documentation, in whole or in part, infringes, misappropriates or otherwise violates the Intellectual Property Rights or other rights of any Person; and
    (d) fully cooperate with and assist Ternary in all reasonable ways in the conduct of any Action by Ternary to prevent or abate any actual or threatened infringement, misappropriation or violation of Ternary’s rights in, and to attempt to resolve any Actions relating to, the Licensed Software or Documentation, including having Your employees testify when requested and making available for discovery or trial relevant records, papers, information, samples, specimens and the like.
    C. No Implied Rights. Except for the limited rights and licenses expressly granted under this
    Agreement, nothing in this Agreement grants, by implication, waiver, estoppel or otherwise, to You or any third party any Intellectual Property Rights or other right, title, or interest in or to any of the Licensed Software or Documentation.
  7. LIMITED WARRANTY. Subject to the limitations and conditions set forth in this document, Ternary warrants to You that for a period of 30 days from the Effective Date/date of installation of the Licensed Software the Licensed Software will substantially conform to all respects to the specifications available in the Documentation, when installed, operated, and used as recommended in the Documentation and in accordance with this Agreement. The limited warranties set forth in Section apply only if You: (a) notify Ternary in writing of the warranty breach before the expiration of the Warranty Period and (b) as of the date of notification, Licensee is in compliance with all terms and conditions of this Agreement (including the payment of all license fees then due and owing).
  8. WARRANTY DISCLAIMERS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WARRANTIES SET FORTH ARE YOUR EXCLUSIVE WARRANTIES AND ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. TERNARY MAKES NO WARRANTIES OR REPRESENTATIONS THAT THE LICENSED SOFTWARE, CONTENT UPDATES, UPDATES OR UPGRADES WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OR USE OF THE LICENSED SOFTWARE, CONTENT UPDATES. YOU MAY HAVE OTHER WARRANTY RIGHTS, WHICH MAY VARY FROM STATE TO STATE AND COUNTRY TO COUNTRY.
  9. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL TERNARY OR ITS LICENSORS, RESELLERS, SUPPLIERS OR AGENTS BE LIABLE TO YOU FOR (i) ANY COSTS OF PROCUREMENT OF SUBSTITUTE OR REPLACEMENT GOODS AND SERVICES, LOSS OF PROFITS, LOSS OF USE, LOSS OF OR CORRUPTION TO DATA, BUSINESS INTERRUPTION, LOSS OF PRODUCTION, LOSS OF REVENUES, LOSS OF CONTRACTS, LOSS OF GOODWILL, OR ANTICIPATED SAVINGS OR WASTED MANAGEMENT AND STAFF TIME; OR (ii) ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES WHETHER ARISING DIRECTLY OR INDIRECTLY OUT OF THIS LICENSE AGREEMENT, EVEN IF TERNARY OR ITS LICENSORS, RESELLERS, SUPPLIERS OR AGENTS HAS BEEN ADVISED SUCH DAMAGES MIGHT OCCUR.
  10. MAINTENANCE/SUPPORT. Ternary has no obligation under this License Agreement to provide maintenance/support for the Licensed Software. Any maintenance/support purchased for the Licensed Software is subject to Ternary’s then-current maintenance/support policies.
  11. SOFTWARE EVALUATION. If the Licensed Software is provided to you for evaluation purposes and you have an evaluation agreement with Ternary for the Licensed Software, Your rights to evaluate the Licensed Software will be pursuant to the terms of such evaluation agreement. If you do not have an evaluation agreement with Ternary for the Licensed Software and if you are provided the Licensed Software for evaluation purposes, the following terms and conditions shall apply. Ternary grants to you a nonexclusive, temporary, royalty-free, non-assignable license to use the Licensed Software solely for internal non-production evaluation subject to the applicable Product Use Rights. Such evaluation license shall terminate (i) on the end date of the predetermined evaluation period, if an evaluation period is pre-determined in the Licensed Software or (ii) thirty (30) days from the date of Your initial installation of the Licensed Software, if no such evaluation period is pre-determined in the Licensed Software (“Evaluation Period”). The Licensed Software may not be transferred and is provided “AS IS” without warranty of any kind. You are solely responsible for taking appropriate measures to back up your system and take other measures to prevent any loss of files or data. The Licensed Software may contain an automatic disabling mechanism that prevents its use after a certain period of time. Upon expiration of the Licensed Software Evaluation Period, You will cease use of the Licensed Software, destroy all copies of the Licensed Software from systems and devices. All other terms and conditions of this License Agreement shall otherwise apply to your evaluation of the Licensed Software as permitted herein.
  12. U.S. GOVERNMENT COMMERCIAL LICENSE RIGHTS. This Section applies only to U.S. Government entities. The Licensed Software is deemed to be commercial computer software as defined in FAR 12.212. Any use, modification, reproduction release, performance, display or disclosure of the Licensed Software by the U.S. Government shall be solely in accordance with the terms of this License Agreement, and except as otherwise explicitly stated in this License Agreement all provisions of this License Agreement shall apply to the U.S. Government.
  13. EXPORT REGULATION. The export or re-export of the Licensed Software and related technical data and services (collectively “Controlled Technology”) is subject to applicable export laws and regulations including, but not limited to, the U.S. Export Administration Regulations, the European Union Council Regulations, and the Singapore Strategic Goods Control Act. The export or re-export of Controlled Technology in violation of the foregoing laws and regulations is strictly prohibited. Controlled Technology may also be subject to various import, distribution and/or use restrictions requiring action on your behalf prior to use of the Controlled Technology. Controlled Technology is prohibited for export or re-export to Cuba, North Korea, Iran, Syria, Sudan, and the Crimea Region of Ukraine and to any other country or region subject to relevant trade sanctions. Controlled Technology is further prohibited for export or re-export to any person or entity named on relevant lists maintained by the U.S. government (including, but not limited to, lists published by the U.S. Department of Commerce, the U.S. Department of State, and the U.S. Department of Treasury), in addition to lists published by the authorities in applicable foreign jurisdictions. You may not export any Controlled Technology for use in connection with chemical, biological, or nuclear weapons or missiles capable of delivering such weapons. Furthermore, you may not export any Controlled Technology to any military entity, or to any other entity for any military purpose, unless subject to a valid license specifically permitting such export. You agree to comply with all applicable export or import control laws and regulations, and You represent that You are not under the control of, located in, or a resident or national of any prohibited country or region and are not a prohibited person or entity.
  14. DATA COLLECTION. Ternary collects and uses Collected Data to enable, optimize and provide the Licensed Software, Updates and Upgrades, and/or maintenance/support to You (and may engage third parties to do so as well), to administer and enforce its license agreements with You, to make recommendations regarding usage of the Licensed Software and other Ternary solutions, and/or to improve Ternary’s products and services in general, including by reviewing aggregate data for statistical analyses. By installing and/or using the Licensed Software (including Updates and Upgrades), You agree that Ternary has obtained all the necessary consents and rights for Ternary to, collect, use, retain, disclose and/or process Collected Data for the purposes described in this License Agreement and in the applicable Ternary product privacy/security notices at https://ternary.app. Please note that the use of the Licensed Software may be subject to data protection laws or regulations in certain jurisdictions. You are responsible for ensuring that your use of the Licensed Software is in accordance with such laws or regulations.
  15. CONFIDENTIAL INFORMATION. You may have access to information that is confidential to Ternary (“Confidential Information”) under this License Agreement. Confidential Information is limited to the Licensed Software, the terms and pricing for the Licensed Software, and any other information clearly identified as confidential Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, You shall: (a) not access or use Confidential Information other than as necessary to exercise Your rights or perform Your obligations under and in accordance with this Agreement; (b)except as may be permitted under the terms and conditions of compelled disclosure, not disclose or permit access to Confidential Information other than to Your representatives who: (i) need to know such Confidential Information for purposes of their exercise of rights or performance of their obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information; and (iii) are bound by [written] confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section; (c)safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its [most/similarly] sensitive information and in no event less than a reasonable degree of care; andpromptly notify Ternary of any unauthorized use or disclosure of Confidential Information and [take all reasonable steps/use its best efforts/cooperate with Ternary] to prevent further unauthorized use or disclosure; andensure) ensure its Representatives’ compliance with, and be responsible and liable for any of its Representatives’ noncompliance with, the terms of this Section.
    You will hold Ternary’s Confidential Information in confidence and will not disclose the Confidential Information to any third party. You will use the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of the Confidential Information as You use to protect Your own confidential information of a like nature. You will use the Confidential Information only as needed to exercise the licenses granted under this License Agreement. Confidential Information does not include any information that: (a) was rightfully in the possession of, or was known by, a party prior to its receipt from the other party, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public without violation of this License Agreement; (c) is rightfully obtained by a party from a third party, without an obligation to keep such information confidential; or (d) is independently developed by a party. You may disclose Confidential Information as required by law or court order, provided You notify Ternary in writing of the requirement for disclosure in advance, and only disclose as much of the Confidential Information as is required by law.
  16. TERMINATION. This License Agreement shall terminate upon your breach of any term contained herein. Upon termination, you shall immediately stop using Ternary’s software.
  17. SURVIVAL. The following provisions of this License Agreement survive termination of this License Agreement: Definitions, License Restrictions and any other restrictions on use of intellectual property, Ownership/Title, Warranty Disclaimers, Limitation of Liability, U.S. Government Commercial License Rights, Export Regulation, Data Collection, Confidential Information, Survival, and General.
  18. GENERAL.
    18.1. ASSIGNMENT. You may not assign the rights granted hereunder or this License Agreement, in whole or in part and whether by operation of contract, law or otherwise, without Ternary’s prior express written consent. Ternary may assign this License Agreement to any party.
    18.2. COMPLIANCE WITH APPLICABLE LAW. You are solely responsible for your compliance with, and you agree to comply with, all applicable laws, rules, and regulations in connection with your use of the Licensed Software.
    18.3. AUDIT. Ternary may audit Your use of the Licensed Software to verify Your usage complies with Your license agreements with Ternary, including without limitation through collection and use of Collected Data, self-certifications, on-site audits and/or audits done using a third-party auditor.
    18.4. GOVERNING LAW; SEVERABILITY; WAIVER. This License Agreement will be governed by the laws of the State of Delaware, United States of America. If any provision of this License Agreement is found partly or wholly illegal or unenforceable, such provision shall be enforced to the maximum extent permissible, and remaining provisions of this License Agreement shall remain in full force and effect. A waiver of any breach or default under this License Agreement shall not constitute a waiver of any other subsequent breach or default.
    18.5. THIRD PARTY PROGRAMS. This Licensed Software may contain third party software programs (“Third Party Programs”) that are available under open source or free software licenses. This License Agreement does not alter any rights or obligations you may have under those open source or free software licenses. Notwithstanding anything to the contrary contained in such licenses, the disclaimer of warranties and the limitation of liability provisions in this License Agreement shall apply to such Third-Party Programs.
    18.6. CUSTOMER SERVICE. Should you have any questions concerning this License Agreement, or if you desire to contact Ternary for any reason, please write to: Ternary, 3 East Third Avenue, San Mateo, California, 94401, United States or email [email protected].
  19. ENTIRE AGREEMENT. This License Agreement, together with any related License Instrument, constitutes the complete and exclusive agreement between you and Ternary relating to the Licensed Software and supersede any previous or contemporaneous oral or written communications, proposals, and representations with respect to its subject matter. This License Agreement prevails over any conflicting or additional terms of any purchase order, ordering document, acknowledgement or confirmation or other document issued by you, even if signed and returned. This License Agreement may only be modified by a License Instrument that accompanies or follows this License Agreement.

Contact Us

If you have any questions about this agreement, please contact us:

  • By email: [email protected]
  • By mail: Ternary, 3 East Third Avenue, San Mateo, CA 94401, United States
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