CELLEBRITE PREMIUM ADDENDUM
1. General.
a. Definitions. Any capitalized terms not defined herein shall have the meaning ascribed to such term in the General Terms and Conditions (“GTC”) found at: http://legal.cellebrite.com/intl/PremiumUS.htm.
b. Conflicting Provisions. In case of any conflict between the provisions of this Addendum and any provision of the GTC or the EULA referenced therein, the provisions of this Addendum shall prevail.
c. In the event of any conflict, ambiguity or inconsistency between the provisions of this Cellebrite Premium Addendum, the Agreement, the GTCs and/or any other provision relating to the Product in any other document, such as a Quote, the following order of precedence shall apply: (1) this Addendum; (2) the Agreement; (3) the Quote; (4) a Confirmed PO; and (5) the terms of any other document relating to the Product.
d. Entire Agreement. This Addendum shall form an integral part of the Agreement. Unless expressly specified herein, all other terms and conditions in the Agreement shall apply and shall remain in full force and effect, to the extent they are relevant and/or effective.
2. Definitions.
As used in this Addendum, the following capitalized terms shall have the meaning set forth below:
a. “Action” shall mean each one specific forensic capability which includes, but is not limited to, successfully revealing the passcode of certain supported mobile devices (as shall be updated from time to time at Cellebrite’s sole discretion) and/or extraction of data from that certain supported mobile device while using Cellebrite Premium.
b. “Product” shall mean the Cellebrite Premium product and Cellebrite’s proprietary Software embedded therein as identified in the Agreement and to be supplied under the Agreement between Cellebrite and Licensee.
3. Transfer of Risk and Title.
Notwithstanding anything to the contrary contained in the Agreement, the title of the Product (including the Software embedded therein) shall remain vested with Cellebrite at all times and shall not pass to Licensee. Licensee shall not do nor permit to be done any of the following without Cellebrite's prior written consent: (i) sell, transfer, lease, sublease, assign, or otherwise dispose of the Product or any interest therein, (ii) part with possession or control of the Product, or (iii) pledge, hypothecate, mortgage, grant a security interest in or otherwise encumber the Product.
4. Representations and Warranties.
a. Licensee warrants, represents, and undertakes that it is in full compliance with the Prerequisites included in Exhibit A.
b. Licensee acknowledges that Cellebrite Premium might not successfully reveal a mobile device’s passcode and that Cellebrite does not guarantee any such success.
Any and all Actions purchased during any License Term shall remain valid during the then-current License Term. Unused Actions are nonrefundable and not renewable.
UNDER NO CIRCUMSTANCES SHALL CELLEBRITE, ITS OFFICERS, EMPLOYEES OR REPRESENTATIVES BE LIABLE TO THE CUSTOMER, ANY 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, OR ANY LOSS OF REVENUE, LOST PROFIT OR LOST OPPORTUNITY, UNDER ANY LEGAL THEORY ARISING OUT OF OR RELATING TO THE USE OF ANY SOFTWARE IN CONNECTION WITH ANY PRODUCT OR MOBILE DEVICE DEVELOPED, MANUFACTURED, PRODUCED, PROGRAMMED, ASSEMBLED OR OTHERWISE MAINTAINED BY ANY PERSON OR ENTITY, WITHOUT OBTAINING EACH APPLICABLE CONSENT, APPROVAL, WARRANT OR COURT ORDER.
Exhibit A
Prerequisites
1. General
The fulfillment of the prerequisites set forth in this Exhibit are conditions precedent for the receipt of license to use the Products and receipt of any services from Cellebrite under the Addendum (the “Prerequisites”). The Product is being licensed to the Licensee subject to Licensee’s compliance with these Prerequisites. Cellebrite may immediately terminate the license to use the Product if Licensee fails to comply with any of the Prerequisites.
2. Prerequisites
a. The Licensee shall only use the Cellebrite Premium Product in a designated room (the “Designated Room”).
b. The access to the Designated Room shall be restricted only to such personnel of the Licensee that was trained and certified by Cellebrite to operate and run the Cellebrite Premium product (“Authorized Personnel”). Such Authorized Personnel shall hold security clearance level that allows them to access Licensee’s materials that are classified as top-secret. Only such personnel of the Licensee who have signed and delivered a confidentiality undertaking in the form approved by Cellebrite shall be recognized and regarded as Authorized personnel.
c. The Licensee shall ensure that up to three (3) of his personnel that will be preapproved by Cellebrite in writing will be trained and certified as Authorized Personnel by Cellebrite to operate and run the Cellebrite Premium product.
d. The Designated Room is not video-taped and/or monitored in any manner except for entry/exit monitoring which is allowed and encouraged.
e. The process will not be observed, by anyone other than such personnel of the Licensee that was trained and certified. Process will not be recorded, documented or otherwise narrated by anyone and for any purpose.
f. The Licensee agrees not to engage in any deceptive, misleading, illegal or unethical practices that may be detrimental to Cellebrite or to any of Cellebrite’s products, including but not limited to the Cellebrite Premium product, and agrees to comply with all applicable laws, rules and regulations (including, without limitation, data protection, privacy, computer misuse, telecommunications interception, intellectual property, and import and export compliance laws and regulations) while using the Products.