IMPORTANT: PLEASE READ
THIS END CUSTOMER LICENSE AGREEMENT CAREFULLY. DOWNLOADING, INSTALLING,
ACCESSING OR USING CELLEBRITE-SUPPLIED SOFTWARE (AS PART OF A PRODUCT OR
STANDALONE) CONSTITUTES EXPRESS ACCEPTANCE
OF THIS AGREEMENT. CELLEBRITE IS WILLING TO LICENSE SOFTWARE TO CUSTOMER ONLY IF YOU
AND CUSTOMER ACCEPT ALL OF THE TERMS SET OUT IN THE AGREEMENT (as defined
below).
TO THE EXTENT OF ANY CONFLICT BETWEEN THIS END Customer LICENSE
AGREEMENT, ANY ADDITIONAL TERMS IN AN AGREEMENT SIGNED BETWEEN Customer AND
CELLEBRITE, ANY “CLICK-ACCEPT” AGREEMENT, ANY TERMS ON A PURCHASE ORDER, AND
CELLEBRITE’S TERMS AND CONDITIONS, THE ORDER OF PRECEDENCE SHALL BE (A) THIS
END CUSTOMER LICENSE AGREEMENT; (B) AN AGREEMENT SIGNED BY Customer AND
CELLEBRITE;; (C) CELLEBRITE’S QUOTE AND GENERAL TERMS AND CONDITIONS; (D)
TERMS AND CONDITIONS SET OUT IN CELLEBRITE’S DOCUMENTATION, INCLUDING USER
GUIDES, “CLICK TO ACCEPT” ADDENDA TERMS AND ANY POP UP TERMS AND INSTRUCTIONS
WITHIN CELLEBRITE PRODUCTS; AND LAST (E) CUSTOMER’S PURCHASE ORDER. BY
DOWNLOADING, INSTALLING, ACCESSING, OR USING THE SOFTWARE, USING THE PRODUCT OR
OTHERWISE EXPRESSING YOUR AGREEMENT TO THE TERMS CONTAINED IN THE AGREEMENT, YOU INDIVIDUALLY AND ON BEHALF OF THE ORGANIZATION THAT YOU
REPRESENT (THE “LICENSEE” OR “CUSTOMER”) EXPRESSLY CONSENT
TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT OR ARE NOT AUTHORISED TO ACCEPT
AND AGREE TO THE TERMS CONTAINED IN THE AGREEMENT, THEN (A) DO NOT DOWNLOAD,
INSTALL, ACCESS, OR USE ANY SOFTWARE (OR, AS
APPLICABLE, ANY PRODUCT IN WHICH ANY SOFTWARE IS EMBEDDED), AND
(B) WITHIN THIRTY (30) DAYS AFTER RECEIPT OF ANY SOFTWARE (OR, IF AN AGREEMENT
BETWEEN CUSTOMER AND CELLEBRITE PROVIDES A SHORTER TIME PERIOD FOR ACCEPTANCE,
SUCH SHORTER TIME PERIOD FOR ACCEPTANCE), EITHER RETURN SUCH SOFTWARE TO
CELLEBRITE OR TO THE APPLICABLE AUTHORIZED RESELLER FOR FULL REFUND OF THE
SOFTWARE LICENSE FEE, OR, IF SUCH SOFTWARE IS EMBEDDED IN A PRODUCT FOR WHICH
NO SEPARATE SOFTWARE LICENSE FEE WAS CHARGED, RETURN SUCH PRODUCT AND EMBEDDED
SOFTWARE, UNUSED, TO CELLEBRITE OR TO THE APPLICABLE AUTHORIZED RESELLER FOR A
FULL REFUND OF THE LICENSE FEE PAID FOR THE APPLICABLE SOFTWARE EMBEDDED IN
SUCH PRODUCT. CUSTOMER’S RIGHT TO RETURN AND REFUND ONLY APPLIES IF
Customer IS THE ORIGINAL PURCHASER AND
LICENSEE OF SUCH SOFTWARE.
This EULA governs Customer’s access to and
use of any Software and/or any Product (as defined below) first placed in use
by Customer on or after the release date of this EULA version (the “Release
Date”).
1. DEFINITIONS
– In
this Agreement, the following capitalized terms shall have the meaning set forth
below:
“Affiliate” of a party means such party’s parent corporation, an entity under the control of such
party’s parent corporation at any tier or an entity controlled by such
party at any tier. For these purposes, “control” shall mean the power to direct
or cause the direction of the management and policies of the entity, whether
through the ownership of more than 50% of the outstanding voting interests in
such entity or otherwise.
“Agreement” means this EULA, combined with the Cellebrite General Terms
and Conditions (the “GTC”) which is incorporated by reference herein, and any
additional agreement in writing signed by Customer and Cellebrite.
“Authorization Product” means a product sold by Cellebrite, or an
authorized reseller of Cellebrite, with embedded License Authorization
Software, including but not limited to a USB dongle with embedded License
Authorization Software.
“Authorized Users” means the number of Users that Customer is
licensed to have access to the applicable Software, which may include Concurrent Users and/or Named
Users, all as set forth in the Agreement. If the
number of Authorized Users is not otherwise set forth in the Agreement, the
number of Authorized Users shall be deemed to be equal to the number of
Products (other than Authorization Products) purchased by Customer.
“Beta Software” means a pre-commercial, evaluation, pilot,
"alpha", or "beta" version of the Software.
“Cellebrite” means Cellebrite DI Ltd. or its Affiliate that has an agreement with Customer and/or issues
invoices to Customer with respect to any Software and/or Product, as
applicable.
“Concurrent Users” means the number of Authorized Users (whether Named
Users or not) of Customer
concurrently and/or simultaneously accessing, using or otherwise enjoying the
benefit (except reviewing results of analyses
generated by Software) of Software, either directly or indirectly from
a remote location. If a single User connects to Software using multiple
concurrent log-ins or connections, each such active
logical connection or log-in is counted toward the number of Concurrent Users.
“Documentation” means any documentation related to any Software
provided by Cellebrite.
“Embedded Software” means a copy of Software delivered embedded in
or loaded onto a Product when such Product is sold by Cellebrite or an
authorized reseller of Cellebrite. Any Updates or Upgrades to Embedded Software
are also deemed “Embedded Software”, notwithstanding being separately delivered
from the applicable Product.
“Law” shall mean any law, declaration, decree, directive,
legislative enactment, order, ordinance, regulation, rule or
other binding restriction or requirement of or by any governmental authority,
as may be amended, changed or updated from time to
time.
“License Authorization Software” means Software that is provided
together with hardware on which it is embedded that is used to validate the
authorized use of standalone Software.
“License Term” means the term of a paid subscription to an instance
of Software or a unit of Product.
“Named Users” means a User authorized by Customer to access or use the Software
through the assignment of a single user ID, regardless of whether such User is using Software at
any given time. A non-human device capable of accessing or access Software is counted as a Named User.
“Product” means a product manufactured by Cellebrite. The term
“Product” includes without limitation Authorization Products.
“Remote Access Protocol” means any remote access
application, including without limitation Remote Desktop Protocol (RDP) and
Windows Remote Management (WinRM), used to connect a
single remote computer (e.g., a laptop) to a single host computer (e.g.,
a desktop) with an Authorization Product directly connected to such host
computer for each Authorization Product then licensed by Customer, as long as
such Authorized User, single remote computer and single host computer with an
Authorization Product are all located in the Territory.
“Software” means an instance of a program, module, feature,
function, service, application, operation or capability of any
Cellebrite-supplied software. The term “Software” includes without limitation
any Embedded Software, Upgrade, Update, standalone software or any License
Authorization Software.
“Territory”
means the country (not including external territories) in which Product was purchased or Software was licensed from Cellebrite or an authorized reseller
of Cellebrite.
“Third Party” means an individual or entity other than Customer,
Cellebrite and Cellebrite’s Affiliates.
“Third Party Software” means certain software provided by a Third
Party embedded in any Product, either as a standalone feature or as part of any
Software, and which may be subject to additional end user license restriction
and agreements.
“Customer System” means Customer’s internal website(s), servers,
Cloud infrastructure, including Virtual Private Cloud, and other equipment,
software or systems used in the conduct of Customer’s business.
“Update” means an update to any Software that is provided by
Cellebrite and that may incorporate (i) corrections of any substantial defects;
(ii) fixes of any minor bugs; (iii) at the sole discretion of Cellebrite,
allowing additional compatibility of the Software with mobile devices provided
by Third Parties; and/or (iv) at the sole discretion of Cellebrite, minor
enhancements to the Software; provided, however, that Updates shall not include
Upgrades. Updates are generally identified by Cellebrite by a change to the
version number to the right of the first decimal point (e.g., version
4.1 to 4.2).
“Upgrade” means a new release of any Software that incorporates
substantial changes or additions that (i) provide additional value and
utility; (ii) may be priced and offered separately as optional additions to any
Software; and/or (iii) are not generally made available to Cellebrite’s
Customers without a separate charge. Upgrades are generally identified by
Cellebrite by a change to the version number to the left of the first decimal
point (e.g., version 4.2 to 5.0).
“User” means any individual able to gain access to any Software
functionality.
“You” means the individual executing this EULA on behalf of the
Customer.
2. LICENSE
GRANT
A. Software. Subject to the
terms and conditions of this EULA, during the License Term, Cellebrite grants
Customer, and Customer accepts, upon delivery of any Software, a
non-exclusive, non-transferable, royalty free, and non-sublicensable license to
the Software to (i) allow Authorized Users to use
such Software, in executable form only, and any accompanying Documentation,
strictly for Customer’s internal use for the Authorized Purposes identified
below, and not for any other purpose, strictly in the Territory, only as
authorized in this Agreement and subject to the
terms hereof; and (ii) (iii) where the Software in not provided as Embedded
Software, keep one (1) copy of Software strictly for backup, archival or
disaster recovery purposes.
For purposes of this EULA, “Authorized Purposes” means strictly the
following purposes:
· An internal
investigation conducted by the Customer within the Customer’s own organization;
· An
investigation of fraud, intrusion or assault incidents, including DFIR
conducted by the Customer within the Customer’s own organization;
· An
eDiscovery process performed as part of legal proceedings where the Customer is
a Party;
· Data backup
performed as part of a legal hold proceeding involving the Customer’s organization;
· Law
enforcement activities, crime and/or terrorism prevention;
· Data
recovery within the Customer’s organization; and/or
· Customer
organization’s compliance evaluation purposes.
Notwithstanding the foregoing, the “Authorized Purposes”
restriction above shall not apply to usage of Cellebrite’s Endpoint Inspector
product which may be used for any internal use.
i. Embedded Software
Limitations. Customer may only use Embedded Software for execution on the
unit of Product originally delivered to Customer with such Embedded Software
installed or any replacement unit provided under a warranty from Cellebrite.
Any Update or Upgrade of such Embedded Software that Cellebrite has licensed to
Customer may be loaded and executed only on the unit of Product on which any
originally licensed Software is authorized to execute.
ii. License Exclusion.
Notwithstanding anything to the contrary, except as may otherwise be required
by applicable Law, no license is granted for installation or use of any
Software on any Product resold by anyone who is not an authorized reseller of
Cellebrite for such Product.
iii. Single Product; Single Authorization
Product. Customer’s license to any Embedded Software is limited to a
license to use such Embedded Software on one (1) Product for each Product
purchased from Cellebrite or Cellebrite’s authorized reseller. Customer’s
license to any License Authorization Software is limited to a license to use
such License Authorization Software on one (1) Authorization Product for each
license to such standalone Software the authorized use of which is validated by
such License Authorization Software and where such license is purchased from
Cellebrite or Cellebrite’s authorized reseller.
iv. Authorization
Products. Without limiting Section 2.D, Customer
shall not, and shall not permit any User to, use any Authorization Product on a
computer other than the computer to which such Authorization Product is
directly connected (i.e. not through a network), except that an Authorized User may use Remote Access Protocol with Cellebrite’s UFED Physical
Analyzer. Customer shall ensure that
multiple users cannot use Remote Access Protocol to access UFED Physical
Analyzer simultaneously. For the avoidance of doubt, subject to the
terms and conditions of this EULA, sharing a USB dongle among Concurrent Users is permitted.
v. Remote
Access Protocol. Customer expressly
acknowledges, agrees and warrants that except as required for use by Concurrent
Users as allowed by the Agreement and as provided herein each computer running
an Authorization Product will be configured or at least limited to serve only
one remote connection at a time. In other words, only one Authorized User can
use a Remote Access Protocol at the same time. For example, if a host computer
is installed with multiple instances of Cellebrite’s UFED Physical Analyzer,
Customer will ensure that it is not possible for multiple remote users to
connect to the host computer and/or ensure that the foregoing does not occur.
Regarding any other Cellebrite products or software other than Cellebrite’s
UFED Physical Analyzer, Customer may not use a Remote Access Protocol unless
expressly agreed to in writing by Cellebrite. Regarding Endpoint Inspector and/or Endpoint
Mobile, it is hereby clarified and agreed that: (i) Customer
may use Remote Access Protocol and allow Authorized and Concurrent Users to use
outside of Territory, as detailed in the Agreement; and (ii) Cellebrite
may, at its sole discretion, inform any Endpoint Inspector and/or Endpoint
Mobile’s custodian about the nature of the use of the Endpoint Inspector and/or
Endpoint Mobile application that will be installed and/or operated on or in
relation to the custodian’s device.
vi. Named
Users. If the Agreement specifies that any Software
may be used by Named Users, Customer shall (i) assign a unique login
credential for access and use of the Software to each Named User, (ii)
ensure that the Software is used only by the applicable Named
Users, (iii) ensure that Users do not share login
credentials, and (iv) maintain the security and confidentiality of its
Named User login credentials.
vii. Concurrent Users.
If the Agreement specifies that any Software
may be used by Concurrent Users, Customer may install one instance of such
Software on one (1) designated host server for
concurrent and simultaneous use and/or access by the applicable number of
Concurrent Users. The number of Concurrent Users accessing such Software at any time may not exceed the number of Concurrent Users specified in the
Agreement. Customer must keep a record of all Authorized Users who are Concurrent Users.
viii. Former
BlackBag Software Users. Each copy of the
Inspector, Digital Collector, Mobilyze, or SoftBlock Software may only be used, executed, or
displayed by one (1) Authorized User and on one Licensed System at any given
instance. The term “Licensed System” means a computer to which an
activation key provided by BlackBag has been
connected or accessed, as authorized by BlackBag in
the applicable License Confirmation.
ix. Cellebrite Premium-aaS;
Cellebrite InsEYEts; Mobile Ultra, Mobile Elite,
Cellebrite Pathfinder Speech to text and/or translation Services (“Services”)
Access and Use. Subject to Customer’s compliance with the terms and
conditions contained in this Agreement and/or in any applicable quote issued to
Customer by Cellebrite in connection with each of the Services listed
above, Cellebrite further grants to Customer, during the relevant Subscription
Term , a limited, non-exclusive, non-transferable (a) right to access and use
the Service in accordance with any relevant printed, paper, electronic or
online user instructions and help files made available by Cellebrite for use
with the Service, as may be updated from time to time by Cellebrite, and (b)
license to download any relevant Software where Software components are offered
by Cellebrite for the purpose of using the Service, in each case strictly under
the terms of License set out in this Section 2, solely for the Authorized
Purposes and strictly for the benefit of Customer. By accessing and/or using
the Service, Customer expressly acknowledges and agrees that operational and
usage information shall be shared with Cellebrite for the purpose of providing
the Service. Such information may include, but is not limited to the number of
unlocking actions purchased by the Customer and/or left for use, types of
Software downloaded by Customer for the purpose of using the Service, etc. The
Service may be affected by factors beyond Cellebrite’s control and may not be continuous
and uninterrupted. Customer acknowledges that the Service may be subject to
limitations and/or delays inherent in the use of the internet and electronic
communications, and Cellebrite is not responsible or liable for any delays,
delivery failures or other damage resulting from those technical difficulties
beyond its control.
x. Cellebrite Premium-aaS;
Cellebrite InsEYEts; Mobile Ultra and Mobile Elite
Services (“Services”) Placement and Use. Customer shall use the Services and place all related Software and
hardware components provided with the Services, inside a secured room, lab, or
office, where the security measures used to secure the Services and respective
components are consistent with security measures undertaken by the Customer to
protect its most sensitive activities.
x.i. The
following are additional terms for the purchase of speech to text and/or
translation services (the “Language Services”):
1.1. If the Language Services and the Pathfinder
license are purchased together, both will be installed at the same time and
licenses will start upon the completion and acceptance of the installation.
1.2. If the Language Services are purchased at a later date, as an addition to an existing Pathfinder license, then:
1.2.1. The term of the Language
Services shall commence 60 days after the date of the Quote for the purchase of
Language Services.
1.2.2. The term of the Language
Services will expire at the end of the existing Pathfinder Subscription Term,
which the Language Services have been added to.
1.3. Use of the Language Services is subject to the
Agreement and the technical requirements for the Customer System therein, any
additional technical requirements made by Cellebrite in writing and the
completion of the Language Service installation.
B. Software Provisions.
i. Any use or operation of
the Product, including the Software, with any product and/or mobile device
developed, manufactured, produced, programmed, assembled and/or otherwise
maintained by any person or entity shall be permitted only after the User has
obtained any consents or approvals required (to the
extent required) pursuant to applicable Law.
ii. UNDER NO CIRCUMSTANCES SHALL
CELLEBRITE, ITS OFFICERS, EMPLOYEES OR REPRESENTATIVES BE LIABLE TO CUSTOMER,
USER OR ANY THIRD PARTY UNDER ANY CAUSE OF ACTION (WHETHER IN CONTRACT, TORT OR
OTHERWISE) FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR
OTHER INDIRECT DAMAGES UNDER ANY LEGAL THEORY ARISING OUT OF OR RELATING TO THE
USE OF ANY OF THE CELLEBRITE SOFTWARE IN CONNECTION WITH ANY PRODUCT AND/OR
MOBILE DEVICE DEVELOPED, MANUFACTURED, PRODUCED, PROGRAMMED, ASSEMBLED AND/OR
OTHERWISE MAINTAINED BY ANY PERSON OR ENTITY, WITHOUT OBTAINING EACH APPLICABLE
CONSENT AND APPROVAL.
iii. No Obligation. Nothing in this
EULA requires Cellebrite to provide Updates or Upgrades to Customer.
iv. Trial and Beta Software Licenses.
Subject to the terms and conditions of this Agreement, Cellebrite may grant
Customer with, and Customer accepts, a nonexclusive, time-limited and
nontransferable license, effective upon delivery, to use a copy of Software or
a Beta Version of the Software, in executable form only, and any accompanying
Documentation, only for Customer’s internal use to test, trial or evaluate such
Software and/or provide feedback to Cellebrite with respect thereto, in the
Territory, and not for any business or productive purposes, for a period
as specified by Cellebrite at its sole discretion, and subject to the
restrictions in Section 2.
Customer assumes all risks and all costs associated with its
use of the Trial and/or Beta Software, any obligations on behalf of Cellebrite
to indemnify, defend, or hold harmless under this Agreement are not applicable
to Customer’s use of any Trial and/or Beta Software. Customer’s sole
and exclusive remedy with respect to such Trial and/or Beta Software is
termination of the license thereto. There is no guarantee that features or
functions of the Trial and/or Beta Software will be available, or if available
will be the same, as in the general release version of the Software. Cellebrite
will be under no obligation to provide Customer any maintenance or
support services with respect to the Trial and/or Beta Software.
IT IS CLARIFIED THAT THE LICENSE UNDER THIS SUB-SECTION IV IS
PROVIDED “AS IS”, WITHOUT ANY WARRANTY WHATSOEVER. CELLEBRITE DISCLAIMS ALL
IMPLIED WARRANTIES, CONDITIONS AND REPRESENTATIONS IN RELATION TO THE TRAIL
AND/OR BETA SOFTWARE, INCLUDING WITHOUT LIMITATION ANY
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY OR
NON-INFRINGEMENT. IN NO EVENT WILL CELLEBRITE BE LIABLE TO Customer OR TO ANY
OTHER PARTY FOR ANY LOSS, DAMAGE, COST, INJURY OR EXPENSE, INCLUDING LOSS OF
TIME, MONEY OR GOODWILL, OR FOR DAMAGES OF ANY KIND, WHETHER DIRECT, SPECIAL,
INCIDENTAL, INDIRECT OR CONSEQUENTIAL IN RELATION TO THE TRAIL AND/OR BETA
SOFTWARE.
v. Customer represents, warrants
and covenants to Cellebrite that (a) only Users of Customer who have obtained
any necessary consents and approvals pursuant to applicable Law shall be
permitted to use any of the Products and/or Software; (b) Users of Customer
shall only use any of the Products and/or Software in compliance with the terms
of service, terms of use or other agreement with a Third Party; and (c)
Customer and its Users shall only use any of the UFED family of Products in
compliance with all applicable Laws.
C. License Prohibitions.
Notwithstanding anything to the contrary, Customer shall not, and shall not
permit, authorize or engage any Third Party to:
i. modify, reverse
compile, reverse assemble, reverse engineer or otherwise translate all or any
portion of any Software, or create derivative works thereof;
ii. assign, pledge, rent, lease,
sublicense, share, distribute, sell or otherwise transfer the Software, any
copy thereof, or any rights granted hereunder, to any third party, including
without limitation selling any Product in a secondhand market;;
iii. use any Software to provide service to
any Third Party including by use on a time sharing, service bureau, application
service provider (ASP), software as a service
(SAAS), cloud services, rental or
other similar basis;
iv. make copies of or reproduce
of any Software and/or Documentation, except as provided for in the
license grant above;
v. remove, alter, deface,
cover, obfuscate or destroy any proprietary
markings, copyrights notices, proprietary legends, labels or marks placed upon
or contained within any Products and/or Software (including, without
limitation, any copyright or other attribution statements such as for open source software);
vi. use any Embedded Software other than
with Products provided by Cellebrite or an authorized reseller of Cellebrite or
for more than the number of Products purchased from Cellebrite or an authorized
reseller of Cellebrite;
vii. disclose any results of
testing or benchmarking of any Software to any Third Party;
viii. use any Update or Upgrade
beyond those to which Customer is entitled or with any Software to which
Customer does not have a valid, current license;
ix. deactivate, modify or impair the
functioning of any disabling code in any Software;
x. circumvent or disable
Cellebrite’s copyright protection mechanisms or license management mechanisms;
xi. use the Product, any Software or any Third Party Software, alone or in combination with other
activities, products or services, in any activity or manner that violates or
supports, assists, facilitates, enables, constitutes or is otherwise deemed to
be in violation of:
(1) any order, regulation or Law (including
but not limited to any Law with respect to human rights or the rights of
individuals) or to support any illegal activity;
(2) any human rights standards of any person,
group, or community, and best practice including internationally recognized
human rights instruments, such as the Universal Declaration of Human Rights,
the International Covenant on Civil and Political Rights, and the International
Labor Organization Declaration on Fundamental Principles and Rights at Work;
(3) any rights of any Third Party.
xii. use any Product for any training purposes,
other than for training Customer’s employees, where Customer charges fees or
receives other consideration for such training, except as authorized by
Cellebrite in writing;
xiii. combine or operate any Products or Software with other
products or software, without prior written authorization of Cellebrite or its
Affiliates, including without limitation any installation of any software on
any Product; or,
xiv. attempt any of the
foregoing.
The licenses set out hereunder are at all times
subject to these prohibitions and any contravention thereof shall constitute a
material breach of this Agreement. Cellebrite expressly reserves the right to
seek all available legal and equitable remedies to prevent any of the foregoing
and to recover any lost profits, damages or costs resulting from any of the
foregoing.
For the purpose
of
this Section, it is hereby clarified that “Third Party” shall include:
Customer’s affiliates, employees, contractors, licensors, suppliers or
Customers. If the event that the Customer is a governmental body the followings
shall also be included: any federal, state, local, judicial or other governing
body having jurisdiction over any of the foregoing.
D. Legal Exception. Customer agrees
that, to the extent that any applicable Law (including without limitation
national laws implementing 2009/24/EC on the Legal Protection of Computer
Programs) grants Customer the right to reverse engineer any Software to make it
interoperable without Cellebrite’s consent, before Customer exercises any such
rights, Customer shall notify Cellebrite of such desire and, no later than
sixty (60) days following receipt of such request, Cellebrite may decide either
to: (a) perform the work to achieve such interoperability and charge its
then-standard rates for such work to Customer; or (b) permit Customer to
reverse engineer parts of such Software only to the extent necessary to achieve
such interoperability. Only if and after Cellebrite, at its sole discretion,
partly or completely denies Customer’s request, shall Customer exercise its
statutory rights.
E. Network Usage. Customer
understands and agrees that Cellebrite may use Customer’s internal network and
Internet connection for the limited purpose of transmitting license-related
data at the time of installation, registration, use or update of Software to a
Cellebrite-operated license server. At such time, Cellebrite may validate the
license-related data in order to protect Cellebrite
against unlicensed or illegal use of any Software. At its option, Cellebrite
may only permit activation of Software upon exchange of license related data
between Customer’s computer and the Cellebrite license server.
F. Third Party Software. Customer
acknowledges and agrees that the access and use of any Software (or certain
features thereof) may involve access and/or use of Third
Party Software. In addition to the Agreement, Customer shall comply with
the terms and conditions applicable to any such Third
Party Software, including without limitation the following terms
and conditions:
i.
Bing Maps - http://aka.ms/BingMapsMicrosoftPrivacy
ii. Azure Maps
- https://www.microsoft.com/en-us/maps/product/terms-april-2011
iii. OpenStreetMap – http://www.openstreetmap.org/copyright
iv. Chainalysis Inc. - https://legal.cellebrite.com/intl/ChainalysisEULA.htm
v. Corellium
products - https://www.corellium.com/legal/terms
Additional Third Party
Licenses can be found here: https://www.cellebrite.com/en/blackbag-agreements/#third_party
G. No Implied Licenses. Except for
the express licenses set forth herein, Cellebrite does not grant any license to
Customer, whether by implication or otherwise.
H. Reserved.
i. Software
may use and/or be provided with third party open source
software, libraries or other components (“Open Source Component”), including those detailed in the open source notices files separately conveyed
to Customer. To the extent so stipulated by the license that
governs each Open Source Component (“Open Source License”), each such Open
Source Component is licensed directly to Customer from its respective licensors and
not sublicensed to Customer by Cellebrite, and such Open Source Component is subject to
its respective Open
Source License, and not to this
Agreement. If, and to the
extent, an Open
Source Component requires that this Agreement
effectively impose, or incorporate by reference, certain disclaimers, permissions, provisions,
prohibitions or restrictions, then such
disclaimers, permissions, provisions, prohibitions or restrictions shall be
deemed to be imposed, or incorporated by reference into this Agreement, as
required, and shall supersede any conflicting provision of this Agreement,
solely with respect to the corresponding Open
Source Component which is governed by
such Open Source License.
Open-Source Component list can be
found under Cellebrite Customer Community here: https://community.cellebrite.com/s/product-and-licenses?activetab=products
ii. If
Customer or another party on its behalf, modifies,
replaces or substitutes any Open Source Component used in or provided
with this Software, Customer hereby fully, forever, irrevocably and unconditionally
releases and discharges Cellebrite, its
Affiliates and its and their employees, officers, directors, resellers,
distributors and representatives (collectively,
“Released Parties”) from any and all claims,
charges, complaints, demands, actions, causes of action, suits, rights, debts,
covenants, liabilities, warranties, performance and maintenance and
support obligations (collectively, “Released
Claims”), of every kind and nature, with respect to such Software, including without limitation any such
Released Claims that arise as a matter of applicable Law.
iii. If an Open Source License requires that
the source code of its corresponding Open Source Component be made available to
Customer, and such source code was not delivered to Customer
with the Software, then Cellebrite
hereby extends a written offer, valid for the period prescribed in such Open
Source License, to obtain a copy of the
source code of the corresponding Open Source Component,
from Cellebrite. To accept this
offer, Customer shall contact Cellebrite
at support@cellebrite.com.
J. Personal Data. The parties acknowledge and agree that: (a) Within the scope of this
Agreement, the Product is an on-premise solution used and operated
solely by Customer without the involvement of Cellebrite; (b) Cellebrite is not
engaged in any processing of ‘personal data’ (as this
term is used in Laws governing data privacy and data protection) that flows
through the Product; and therefore (c) with respect to Cellebrite activities in
the scope of this Agreement, Cellebrite
is neither a ‘data controller’ nor ‘data processor’ (as these
terms are used in Laws governing data privacy and data protection).
K. Aggregated Statistics and Usage Data. Customer
hereby agrees and consents that Cellebrite may monitor Customer’s use of the
Software, Products and Services and use Customer usage data or other
information in an aggregate and anonymous manner, including to compile
statistical and performance information related to the provision and operation
of the Software, products and Services (“Aggregated Statistics”).
As between Cellebrite and Customer, all right, title and interest in the
Aggregated Statistics and all Intellectual Property Rights therein, shall
belong to and are retained solely by Cellebrite. Customer acknowledges
and agrees that Cellebrite will be compiling Aggregated Statistics including
information and inputs Customer and by other Customers and Customer agrees that
Cellebrite may (a) make such Aggregated Statistics publicly available, and (b)
use such information to the extent and in the manner permitted by
applicable law or regulation and for any purpose of data gathering, analysis,
service and product enhancement and marketing, provided that such data and
information does not identify Customer or its Confidential Information.
L. The Customer acknowledges and agrees that Cellebrite may deliver
non-personalized in-app notifications, including pop-ups, updates, and product
related services, as part of the Cellebrite product experience.
3. OWNERSHIP
A. Title to Software. Notwithstanding
anything to the contrary, Software furnished hereunder is provided to Licensee
subject to and in accordance with the terms and conditions of the
EULA. All title and interest of the Software, Services and and/or
any related Documentation and any derivative works thereof shall remain solely
and exclusively with Cellebrite or its licensors, as applicable. Nothing in this
Agreement constitutes a sale, transfer or conveyance of any right, title or
interest in any Software Service and/or Documentation or any derivative works
thereof. Any reference to a sale of Products shall be understood as a license
to Software or Services under the terms and conditions of this Agreement.
B. Intellectual Property. All intellectual
property rights relating to the Software and/or the Products, including without
limitation, all patents, trademarks, algorithms, binary codes, business
methods, computer programs, copyrights, databases, know-how, logos, concepts,
techniques, processes, methods, models, commercial secrets and any other
intellectual property rights, including any new developments or derivative
works of such intellectual property, whether registered or not, are and shall
remain the sole and exclusive property of Cellebrite or its licensors, as
applicable. All
right, title and interest in and to any inventions, discoveries, improvements,
methods, ideas, computer and other software or other works of authorship or
other forms of intellectual property which are made, created, developed,
written, conceived of or first reduced to practice solely, jointly with
Licensee or on behalf of Licensee shall be and remain with Cellebrite or its
licensors, as applicable. Any suggestions, improvements or other feedback
provided by Licensee to Cellebrite regarding any Products, Software or services
shall be the exclusive property of Cellebrite. Licensee hereby freely
assigns any intellectual property rights to Cellebrite in accordance with this
Section, including any moral rights, and appoints Cellebrite as its
attorney-in-fact to pursue any such intellectual property rights
worldwide.
4. CONFIDENTIALITY
– The
parties may each disclose to the other proprietary information related to the
subject of the Agreement (“Confidential Information”). Software, Documentation,
Trade Secrets, and any technical information related thereto are Confidential
Information of Cellebrite without any marking requirement, but any other
information disclosed in writing must be marked “confidential” or “proprietary”
to be deemed the Confidential Information of a party. Information disclosed
orally may be deemed Confidential Information if the disclosing party says it
is proprietary and summarizes it in a writing to the other party within twenty
(20) days of the oral disclosure.
Pursuant to 18 U.S.C. §1833(b) , Customer
shall not be held criminally or civilly liable under any Federal or State trade
secret law for
the disclosure of Cellebrite’s Trade
Secrets (as defined below) only if such disclosure is made: (i) in
confidence to a Federal, State, or local
government official, solely for the purpose of reporting or investigating a
suspected violation of law; or (ii) in a
complaint or other document filed in a lawsuit or other proceeding, if such
filing is made under seal. In court proceedings claiming retaliation by
Cellebrite for Customer’s reporting a suspected violation of law, Customer may only disclose Cellebrite Trade Secrets to
Customer’s legal counsel and may only use the Trade
Secret information, if
Customer (i) files documents containing Trade Secrets under
seal; and (ii) Customer does not otherwise
disclose Cellebrite Trade Secrets, except
pursuant to a court order.
The receiving party shall: (a) hold Confidential Information in
confidence using the same degree of care as it normally exercises to protect
its own proprietary information but at least reasonable care, (b) restrict
disclosure and use of Confidential Information to only employees (including any
agents, contractors or consultants) with a need to know who are advised of
their obligations with respect to Confidential Information, (c) not copy,
duplicate, reverse engineer or decompile Confidential Information, (d) use
Confidential Information only in furtherance of performance under the
Agreement, and (e) upon expiration or termination of the Agreement, at the
disclosing party’s option, destroy or return all Confidential Information to
the disclosing party.
The receiving party shall have no obligation regarding Confidential
Information that: (a) was previously known to it free of any confidentiality
obligation, (b) was independently developed by it, (c) is or becomes publicly
available other than by unauthorized disclosure, (d) is disclosed to third
parties by the disclosing party without restriction, or (e) is received from a
third party without violation of any confidentiality obligation.
If a party is faced with legal action or a requirement under
applicable Law to disclose or make available Confidential Information received
hereunder, such party shall promptly notify the disclosing party and, upon
request of the latter, cooperate in contesting such action or requirement at
the disclosing party’s expense. Neither party shall be liable for damages for
any disclosure or unauthorized access pursuant to legal action or applicable
Law or for inadvertent disclosure, access, or use if the customary degree of
care as it uses with respect to its own proprietary information has been
exercised and if, upon discovery of such inadvertent disclosure, access, or use
the receiving party has endeavored to prevent any further (inadvertent or
otherwise) disclosure or use.
5. EXCLUSIVE
REMEDIES AND LIMITATION OF LIABILITY.
A. Definitions. For purposes of the
exclusive remedies and limitations of liability set forth in this Section 5,
Cellebrite shall be deemed to include its Affiliates and its and their
directors, officers, employees, agents, representatives, shareholders,
subcontractors and suppliers; and “damages” shall be deemed to refer
collectively to all injury, damage, loss or expense incurred.
B. Exclusive Remedies.
Cellebrite’s entire liability and Customer’s exclusive remedies against
Cellebrite for any damages caused by any Product or Software defect or failure,
or arising from the performance or non-performance of any obligation under the
Agreement, regardless of the form of action, whether in contract, tort
including negligence, strict liability or otherwise shall be:
i. For bodily injury or
death to any person proximately caused by Cellebrite, Customer’s direct
damages; and
ii. For all other claims, Cellebrite’s
liability shall be limited to direct damages that are proven, in an amount not
to exceed the total amount paid by Customer to Cellebrite during the twelve
(12) month period that immediately preceded the event that gave rise to the
applicable claim.
C. Limitation of Liability. NOTWITHSTANDING
ANYTHING TO THE CONTRARY, CELLEBRITE SHALL NOT BE LIABLE FOR INCIDENTAL,
SPECIAL, EXEMPLARY, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES, INCLUDING BUT NOT
LIMITED TO LOST PROFITS, SAVINGS OR REVENUES OF ANY KIND, WHETHER OR NOT CELLEBRITE
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS PROVISION SHALL APPLY
EVEN IN THE EVENT OF THE FAILURE OF AN EXCLUSIVE REMEDY.
D. No Liability to any Third Party.
TO THE MAXIMUM PERMITTED EXTENT, CELLEBRITE DISCLAIMS ANY AND ALL LIABILITIES
OR OBLIGATIONS WHATSOEVER RELATED TO ANY PRODUCT OR SOFTWARE OR LICENSING OF
ANY SOFTWARE TO, OR USE BY, ANYONE OTHER THAN Customer.
E. Third Party Software and Customer
System Liability. Notwithstanding anything to the contrary,
Cellebrite shall not be liable to Customer or any User for any damages due to
use of any Third Party Software or Customer
System. The limitations and exclusions from liability under the terms and
conditions applicable to any Third Party Software
or Customer System (which are applicable to the arrangement between Customer
and the applicable provider of such Third Party
Software or System) shall govern and apply with respect to the use of each such
Third Party Software or System. Additionally,
Cellebrite does not provide any warranty with respect to any Third Party Software or Customer System. The warranty
provided by the terms and conditions applicable to any Third
Party Software or Customer System (which are applicable to the
arrangement between Customer and the applicable provider of such Third Party Software or System) shall apply to Third Party
Software or System.
F. AI-generated results: The results
generated by AI features are automatically produced, not by humans, and may be
inaccurate, incorrect, or contain non-unique elements, or display content similar to that shown to other customers or users. Manual or
human review is required. The use of AI features is solely at the Customer’s
discretion, responsibility, and risk.
6. CUSTOMER
INDEMNITY – To the maximum extent permitted by applicable Law, Customer
shall, at its expense: (i) indemnify and hold Cellebrite and its Affiliates and
its and their directors, officers, employees, agents, representatives,
shareholders, subcontractors and suppliers harmless from and against any
damages, claim, liabilities and expenses (including without limitation legal
expenses) (whether brought by a Third Party or an employee, consultant or agent
of Customer’s) arising out of any (a) misuse or use of any Product or Software
furnished under the Agreement in a manner other than as authorized under this
EULA, including without limitation using the Product or Software in a manner
that violates applicable Law including without limitation a person’s Fourth
Amendment rights under the United States Constitution (or its equivalent in the
Territory); (b) misappropriation of any personal information, (c) failure to
obtain consents and approvals required by applicable Law for the use of any of
the Cellebrite’s Products or Software, or; (g) use of any Product or Software
in breach of or to violate the terms of any other agreement with a Third Party;
(ii) reimburse Cellebrite for any expenses, costs and liabilities (including
without limitation legal expenses) incurred relating to such claim; and (iii)
pay all settlements, damages and costs assessed against Cellebrite and
attributable to such claim.
7. CELLEBRITE
INDEMNITY –
Cellebrite will, at its expense: (i) indemnify, defend and hold Customer and
its Affiliates and its and their officers and directors harmless from any Third
Party claim to the extent alleging that any Software furnished under
this Agreement directly infringes any patent, copyright or trademark or
misappropriates any trade secret, in each case having legal effect in the
Territory; (ii) reimburse Customer for any expenses, costs and liabilities
(including reasonable attorney’s fees) incurred relating to such claim; and
(iii) pay all settlements, damages and costs assessed against Customer and
attributable to such claim.
In connection with satisfying
its obligations hereunder, Cellebrite may, at its option and expense: (a)
procure for Customer and/or its Customers the right to continue using such
Software or any Product on which such Software is embedded; (b) replace or
modify any such Software or any Product on which such Software is embedded, to
be free of such infringement; or (c) require return of such Software or any
Product on which such Software is embedded, and refund the purchase price or
license price depreciated on a straight-line basis over a three (3) year period
from the delivery date.
Cellebrite shall have no
obligations under this Section 7 with respect to any Excluded Item. The maximum
liability of Cellebrite in relation to any claims under this Section 7 shall
not exceed the amounts paid by Customer to license the
infringing Software or purchase Products including the infringing Software in
the twelve (12) months immediately preceding the claim. If there are any other
indemnification obligations with respect to infringement of any patent,
copyright or trademark or misappropriation of any trade secret under the
Agreement, this Section 7 shall be of no force and effect.
Cellebrite’s obligations under
this Section 7 are conditioned upon: (1) Customer giving Cellebrite prompt
written notice (within no more than thirty (30) days) after any such claim,
unless Cellebrite would not be materially prejudiced thereby; (2) Cellebrite
having complete control of the defense and settlement of such claim; (3)
Customer cooperating fully with Cellebrite to facilitate the defense or
settlement of such claim; and (4) Customer’s substantial compliance with the
Agreement.
The sale of any Product by
Cellebrite shall not in any way confer upon Customer, or upon anyone claiming
under Customer, any license (expressly, by implication, by estoppel or
otherwise) under any patent claim of Cellebrite or others covering or relating
to any combination, machine or process in which such Product is or might be
used, or to any process or method of making such Product.
THE FOREGOING STATES THE SOLE
AND EXCLUSIVE REMEDY AND OBLIGATION OF THE PARTIES HERETO FOR INFRINGEMENT OR
OTHER VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS ARISING OUT OF THIS
AGREEMENT AND IS IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, IN
REGARD THERETO.
8. DISABLING
CODE
A. Disabling Code. Software may be
provided to Customer with code that allows Cellebrite to disable such Software.
Except as provided in Section 8.B, Cellebrite will not invoke such disabling
code without Customer’s prior consent.
B. Invocation of Disabling Code.
Notwithstanding anything to the contrary, Cellebrite may invoke the disabling
code without Customer’s consent if (i) Cellebrite reasonably believes that such
Software has been, is being, or will be used in violation of Laws; (ii)
Cellebrite is required to do so because of a court or regulatory order; (iii)
Customer has not paid an outstanding invoice more than sixty (60) days after
such invoice is due, or; (iv) Customer has used the Software other than as
authorized by Customer’s license. Cellebrite shall have no liability to
Customer for any good faith invocation of any such disabling code.
9. TERM AND
TERMINATION
A. Term. The term of this EULA is
while any Software is under Customer’s control or possession. The License Term
shall be determined in a separate agreement between Cellebrite and the
Customer.
B. Termination.
Cellebrite may terminate this EULA and revoke the license granted hereunder (i)
upon thirty (30) days’ prior written notice to Customer if Customer has not
cured any material breach of this EULA by the end of such thirty (30) day
notice period, or (ii) if Customer has not paid any invoice sixty (60) days
after such invoice is due, or (iii) by providing a written notice to be
immediately effective in case Cellebrite reasonably determines that it can no
longer comply with the terms of the Agreement in accordance with the
requirement of any applicable law, rule and/or regulations. Termination of the
Agreement in accordance with this Section shall not impose on Cellebrite
liability of any kind . Upon termination or expiration
of this EULA, (a) Customer shall be responsible for payment for all purchase
orders delivered to Customer by Cellebrite before the effective date of
termination and (b) Customer shall destroy all copies of any Software under
Customer’s control or possession.
C. Survival. The provisions of
Sections 1-5, 6, 9, and 10-15 of this EULA shall survive any termination or
expiration of this EULA.
10. CHOICE OF LAW;
JURISDICTION; GOVERNING LANGUAGE
A. Choice of Law; Jurisdiction.
i. The Parties agree to
meet and discuss any dispute or claim relating to the Agreement prior to
seeking any judicial resolution, for a period of at least thirty (30) days,
during which either party may request confidential mediation. If either party
requests confidential mediation, the Parties shall conduct a minimum of two (2)
days of confidential mediation with a neutral mediator selected by the American
Arbitration Association in New York, New York.
ii. This Agreement and any disputes or
claims arising hereunder are governed by the Laws of, and subject to the
exclusive jurisdiction of, the country of incorporation of the Cellebrite
entity that sold any Product or licensed any Software to Customer, without
giving effect to any choice of Law rules or principles. In case of sales or
licenses in the United States of America, this Agreement and any disputes or
claims arising hereunder are governed by the laws of the State of New York and
subject to the exclusive jurisdiction of the federal or state courts in New
York, without giving effect to any conflict of Law rules or principles.
Notwithstanding anything to the contrary, in the vent that the entity that sold
any Product or licensed any Software to the Customer is Cellebrite GmbH, this
Agreement shall be governed by and construed in accordance with the law of
England and Wales and the Parties hereby submit to the exclusive jurisdiction
of the English courts and, without giving effect to any conflict of Law rules
or principles. The United Nations Convention on Contracts for the International
Sale of Goods (except that sales or licenses in the United States of America
shall not exclude the application of General Obligations Law 5-1401), and the
Uniform Computer Information Transactions Act do not apply to this Agreement.
Cellebrite may, at its sole discretion, initiate any dispute or claim against
Customer, including for injunctive relief, in any jurisdiction permitted by
applicable Law.
B. Litigation Support.
Cellebrite will only provide litigation support or testimony related to this
Agreement if Cellebrite is compensated for its participation, including all
travel expense, attorneys’ fees, lost opportunity costs, and other applicable
amounts. Purchaser will contact Cellebrite for a quote.
C. Governing
Language. The parties hereto have required that this EULA be drawn in the
English language, and that the English language version shall control over any
translations thereof. If Customer is located in
Quebec, the following sentence shall apply: Les parties conviennent que cette EULA soient rediges en anglais.
11. ASSIGNMENT – Except
to the extent otherwise required by applicable Law or expressly provided for
assignment generally in the Agreement, no license provided to Customer is
sublicensable, transferable or assignable by Customer, including by operation
of Law, change of control, merger, purchase or otherwise, without the prior
written consent of Cellebrite in each instance. Other than as expressly
permitted by the foregoing, any attempted sublicense, transfer or assignment by
Customer shall be null and void.
12. NO-WAIVER – No course of dealing or failure of either party to strictly
enforce any term, right or condition of the Agreement shall be construed as a
waiver of such term, right or condition.
13. ENTIRE AGREEMENT – The
terms and conditions contained in this EULA supersede all prior oral or written
understandings between the parties and shall constitute the entire agreement
between the parties with respect to the subject matter of this EULA, except as
provided for in the preamble to this EULA.
14. CONSTRUCTION; SEVERABILITY – The
headings used in this EULA are for reference purposes only and will not be
deemed to limit, expand or in any way affect the interpretation of any term
or provision hereof. If any provision of this EULA is held to be
invalid or unenforceable for any reason, the validity, legality, and
enforceability of the remaining provisions will not be affected or impaired.
The parties shall interpret the affected provision in a manner that renders it
enforceable while attempting to closely approximate the intent and effect of
the affected provision.
15. USA GOVERNMENT USERS ONLY
This Section does not apply to
any private enterprise, public or private corporation, law firm, consulting
company, digital forensics company, non-law enforcement agency, private person,
or any other corporate entity that is a Licensee.
A. U.S. Government Customers.
The Software and Services were developed exclusively at private expense and
qualifies as a “commercial item” consisting of “commercial computer software”
and/or “computer software documentation” as such terms are defined and used at
FAR (48 C.F.R.) 2.101. Use, duplication or disclosure of the Software by
the U.S. Government are subject to restrictions set forth in this Agreement, in
accordance with FAR 12.212 and/or DFARS 227.7202-4, as applicable.
B. INAPPLICABLE TERMS AND
PROVISIONS – VOID AB INITIO. This Section only
applies to U.S. local, county, state, governmental agencies and
other U.S. law enforcement agencies that are state or federally funded by the
United States Government. Subject to the foregoing statements, to the
extent that any term or provision of the Agreement, is considered void
ab initio, or is otherwise unenforceable against the Licensee pursuant
to applicable U.S. Law that expressly prohibits Licensee from agreeing to such
term or condition, then such conflicting term or provision in this Agreement
shall be struck to the extent to make such term or provision enforceable, and
the remaining language, if any, shall remain in full force and effect. Any
Licensee policies or procedures which are not expressly required by U.S. Law,
shall not apply or be incorporated into the Agreement.
16. WARRANITES
A. Hardware Warranty.
Subject to the remaining Sections of this Appendix I, Cellebrite
warrants that each Product, including all firmware but excluding 1) Software,
for which the warranty is only as provided under Section B, 2) other Accessories, for which the warranty shall be as provided
below, and 3) related services or prototypes of any Product, shall perform in
substantial conformance with its Documentation for twelve (12) months after
delivery (the “Warranty Period”). If any failure to conform to
such specification (“Defect”) is suspected in any Product during the
Warranty Period, Licensee, after obtaining return authorisation information
from Cellebrite, shall ship suspected defective samples of the Product to
Cellebrite in accordance with Cellebrite’s instructions at Licensee's expense.
No Product will be accepted for repair, replacement, credit or refund without
the written authorization of Cellebrite. Cellebrite shall analyse the
Defect and any technical information provided by Licensee to verify whether any
Defect appears in the Product.
If a returned Product does not have a Defect, Licensee shall pay
Cellebrite all costs of handling, inspection, repairs, and transportation at
Cellebrite’s then-prevailing rates. If a returned Product has a Defect,
Cellebrite shall, at its option, either repair or replace the defective Product
with the same or equivalent Product without charge. If, after a period of
thirty days following Cellebrite’s receipt of the returned Product, repair or
replacement has not occurred then Cellebrite will credit or refund (at
Cellebrite's option) the purchase price, provided: (i) Licensee notifies
Cellebrite in writing of the claimed Defect within thirty (30) days after
Licensee knows or reasonably should know of the claimed Defect, and (ii) the
Defect appears within the Warranty Period. Cellebrite shall ship any
replacement Product DAP, excluding Import VAT (Incoterms 2010), to Licensee’s
destination. Title to any replaced Product or replaced parts of any
Product shall pass to Cellebrite upon delivery.
In no event shall Cellebrite be responsible for deinstallation or
reinstallation of any Product or for the expenses thereof. Repairs and
replacements covered by the above warranty will perform in substantial
conformance with the Documentation for a period of (i) six (6) months from the
date of repair or replacement or (ii) until the expiration of the original
Warranty Period, whichever is later.
Accessories shall perform in substantial conformance with their
Documentation for six (6) months after Licensee’s receipt (the “Accessories
Warranty Period”). If any Defect is suspected in any accessories during the
Accessories Warranty Period, Licensee, after obtaining return authorisation
information from Cellebrite, shall ship suspected defective Accessories to
Cellebrite in accordance with Cellebrite’s instructions. No Accessories will be
accepted for repair or replacement without the written authorisation of
Cellebrite. If returned Accessories do not have a Defect, Licensee shall
pay Cellebrite all costs of handling, inspection, repairs and transportation at
Cellebrite’s then-prevailing rates. If returned Accessories have a
Defect, Cellebrite shall either repair or replace the defective Accessories
with the same or equivalent Accessories without charge. Title in any replaced
Accessories shall pass to Cellebrite upon delivery of the replacement
Accessories.
“Accessories” shall mean using any peripheral equipment which
accompanies, or is used in conjunction with, the Products, including without
limitation, cables, kits, connectors or other accessories.
B. Software Warranty:
Cellebrite warrants to Licensee that for a period of sixty (60) days
after the date of shipment, the Software will perform substantially in
conformance with its Documentation. As Purchaser’s sole and exclusive
remedy, Cellebrite will, at its sole expense, and as its sole obligation,
promptly repair or replace any Software that fails to meet this limited
warranty. Software shall be provided with an initial twelve (12) months license
which may be renewed by Purchaser for additional terms against payment of the
applicable subscription fees to Cellebrite (the “Software License Period”).
During the Software License Period Cellebrite shall provide Purchaser with
periodical Software Updates, at Cellebrite's sole and absolute
discretion.
C. Exclusions:
Cellebrite is not responsible for any claimed breach of any warranty
caused by: (a) Licensee’s use of the Products or Software in violation of
Section 2(C) (“License Prohibitions”); (b) placement of the Products or
Software in an operating environment contrary to specific written instructions
and training materials provided by Cellebrite to Licensee; (c) Licensee’s
intentional or negligent actions or omissions, including physical damage, fire,
loss or theft of a Product; (d) cosmetic damage to the outside of a Product,
including ordinary wear and tear, cracks or scratches; (e) for any Product with
a touch screen, any Defect in such a touch screen after thirty (30) days from
the date of receipt of such Product, or any Defect caused in a touch screen by
Licensee’s negligence or wilful misconduct; (f) maintenance of the Products or
Software in a manner that is contrary to written instructions provided by
Cellebrite to Licensee; (g) a product or service not provided, authorised or
approved by Cellebrite for use with the Products or Software; (h) any repair
services not authorised or approved by Cellebrite; (i) any design,
documentation, materials, test data or diagnostics supplied by Licensee that
have not been authorised or approved by Cellebrite; (j) usage of any test
units, experimental products, prototypes or units from risk lots (each of which
is provided “AS IS” to the maximum extent permissible by law); (k) any third
party original equipment manufacturer’s restrictions on individual phones or
models of phones that prevent the phones or models of phones from working with
the Products or Software; (l) any damage to a third party device alleged to or
actually caused by or as a result of use of a Product or Software with a
device; (m) any Products that have had their serial numbers or month and year
of manufacture or shipment removed, defected or altered; (n) any interactions
or other effects relating to or arising out of the installation of copies of
the Software beyond the number of copies authorised by an agreement between
Cellebrite and Licensee; (o) use of Products or Software incorporated into a
system, other than as authorised by Cellebrite; or (p) any Products or Software
that has been resold or otherwise transferred to a third party by Licensee (any
Product or Software affected by the cases in (a)-(p) is referred to hereinafter
as an “Excluded Item”). The warranties herein do not apply to, and
Cellebrite makes no warranties with respect to the computer or other platform
on which the Software is installed or otherwise embedded.
D. Warranty Limitations:
EXCEPT AS STATED IN THIS WARRANTY, TO THE MAXIMUM EXTENT PERMITTED BY
LAW, CELLEBRITE, ITS SUBSIDIARIES AND AFFILIATES, SUBCONTRACTORS AND SUPPLIERS
EXPRESSLY DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES, AND CONDITIONS,
EXPRESS OR IMPLIED, AT COMMON LAW OR BY STATUTE, AND SPECIFICALLY DISCLAIM ANY
WARRANTY AND/OR CONDITION RELATING TO THE PRODUCTS, SERVICES, OR THE
CONFIDENTIAL INFORMATION, INCLUDING THOSE OF MERCHANTABILITY, ACCURACY, PATENT
SUFFICIENCY, FITNESS FOR A PARTICULAR PURPOSE, USE, VALUE, NONVIOLATION OF
PRIVACY RIGHTS, OR NONINFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF A
THIRD PARTY, AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING OR
PERFORMANCE OR USAGE OF TRADE, AND THE EQUIVALENTS THEREOF UNDER THE LAWS OF
ANY JURISDICTION OR THAT THE PRODUCTS WILL BE OF SATISFACTORY
QUALITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSEE’S SOLE AND
EXCLUSIVE REMEDY FOR FAILURE OF AN ITEM TO CONFORM WITH ITS SPECIFICATIONS
SHALL BE CELLEBRITE’S OBLIGATION (i) TO REPAIR OR (ii) TO REPLACE OR, (iii) IF
NEITHER (i) NOR (ii) IS COMMERCIALLY FEASIBLE, TO CREDIT OR REFUND (AT
CELLEBRITE'S OPTION) SUCH ITEM AS SET FORTH ABOVE. THIS DISCLAIMER AND
EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY FAILS OF ITS ESSENTIAL
PURPOSE.
Cellebrite expressly disclaims and renounces any warranty or
representation that the Products and/or the Software can work with all types of
devices, any particular device, or with any particular version of any operating system. Licensee
assumes the entire risk and all liabilities that the Product and/or the
Software will not work with respect to any such device. THE LICENSEE’S BENEFITS
FROM THE SERVICES ARE PROVIDED BY CELLEBRITE ON AN “AS-IS” AND “WHERE IS” BASIS
AND WITH ALL FAULTS.
E. Repaired or Replaced Products:
Before returning a Product for service, Licensee will back up any data
contained in such Product. IN NO EVENT WILL CELLEBRITE, ITS AFFILIATES OR
SUPPLIERS BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND
WHATSOEVER RELATING TO OR ARISING OUT OF DAMAGE TO, LOSS OF, OR CORRUPTION OF,
ANY RECORDS, PROGRAMS, DATA OR INFORMATION RESULTING FROM CELLEBRITE’S REPAIR
OR REPLACEMENT SERVICES UNDER THIS WARRANTY, OR AS A RESULT OF A FAILURE OR
MALFUNCTION OF A PRODUCT.
EULA Version: November 2024