End User License Agreement

Reviewed: 1 September 2023

Enterprise Recon Product Family License Agreement
Card Recon Product Family License Agreement

Enterprise Recon Product Family License Agreement

Any and all use of the following Enterprise Recon Products shall be governed by the End User License Agreement (hereinafter referred to as the "EULA") herein. Any reference to a Enterprise Recon Product shall include one or more of the following software products:

Enterprise Recon PRO
Enterprise Recon PII
Enterprise Recon PCI

and any other Enterprise Recon Product that Ground Labs may from time to time add to, or subtract from, the foregoing list (collectively referred to as "Software").

End User License Agreement

You ("Licensee") should carefully read the following terms and conditions before using, installing, copying, distributing, or transmitting this software. Unless otherwise agreed in writing signed by an authorized representative of Ground Labs (hereinafter referred to as the "Licensor"), your use, installation, copying, distribution or transmission of the Licensed Product indicates your acceptance of this EULA, thereby creating a “License”. You understand and agree that the terms and conditions of this License are the only terms and conditions applicable to your use of the Licensed Product during the Subscription Term. If you wish to subscribe to a License for multiple years, please contact the Licensor for a separate written agreement known as a Subscription License Agreement ("SLA").

As a condition of downloading and using the Software, you also agree to the terms of the Licensor's Privacy Policy at https://www.groundlabs.com/privacy/ which may be updated from time to time and without notice. Licensor and Licensee may be referred to herein individually as a "Party", and together as the "Parties".

1. DEFINITIONS

1.1 "Licensor" or "Ground Labs" means the applicable Ground Labs entity who has entered into this EULA with the Licensee.

1.2 "Licensee" means the business or government entity end user that has acquired a License to the Licensed Product.

1.3 "Documentation" means any printed and online or electronic documentation for the Software and any associated media that the Licensor makes available for the Licensed Product.

1.4 "Licensed Product" means the Software identified and licensed in the applicable Order.

1.5 "Order" means, collectively, (i) the Purchase Order ("PO"), issued by the Licensee, and/or (ii) the Quotation, issued by the Licensor, and countersigned by the Licensee and returned to the Licensor no later than thirty (30) days from the date of quotation.

2. TERM

2.1 This EULA shall commence on the start date specified in the applicable Order and, subject to the provisions of this Clause, shall continue for the Term stated on the applicable Order unless terminated earlier in accordance with the provisions of Clause 13.

2.2 This agreement will automatically renew for the same term period, at a price increase in alignment with the Licensor’s then-current price list, unless either party gives the other written notice of termination at least 90 days prior to the end of the Term.

2.3 If the License created by this EULA is revoked or terminated, the Licensee shall destroy all copies of the Licensed Product and Documentation within its control and power of procurement wheresoever and howsoever held including on all devices including, without limitation, computers, servers, and archival devices. If requested by the Licensor, the Licensee will confirm in writing when such copies have been destroyed and completed.

3. GRANT OF THE LICENSE

3.1 In consideration of the Licensee's promise to comply with the duties and obligations set out in this EULA, the Licensor grants the Licensee a non-exclusive, non-transferrable, revocable license to use the Licensed Product and Documentation.

3.2 The Parties agree that the License granted under Clause 3.1 above shall permit the use of the Licensed Product within the specifications and limits prescribed in the applicable Order.

3.3 Upon receipt of full payment from the Licensee or, a valid Order, subject to prior approval by the Licensor, the Licensor shall supply the Licensee with an authorization key, within five working days, that:

3.3.1. Activates the Master Server;

3.3.2. Permits the License to be used within the limits and specifications prescribed in the applicable Order; and

3.3.3. Permits the Reporting Console to interact with the Master Server for the purpose of initiating scans on Licensed Target Platforms and to review any available reporting information.

4. SCOPE OF THE LICENSE

4.1 Once downloaded, the Licensee may install and access the Licensed Product, including any modification or permitted upgrade (at no additional cost to Licensee) supplied by the Licensor. Once installed, the Licensee shall not use the Licensed Product to scan more than the maximum scannable data storage and/or the maximum count of scannable Target Platforms as defined in the applicable Order. The Licensee may only install the Licensed Product on supported platforms listed on the Licensor product documentation website located at https://www.groundlabs.com/documentation/.

4.2 Without prejudice to Clause 4.1 above, the Licensee may un-assign and re-assign licenses for the Licensed Product when a host machine is decommissioned and taken offline on a permanent basis.

4.3 The Licensee may make copies of the computer software part of the Licensed Product for offline back-up or archival purposes, but the copies shall be used for no other purpose.

4.4 The following acts shall be considered a breach of condition and, without prejudice to Clause 13.2 below, shall entitle the Licensor summarily to terminate all of the Licensee’s rights to use the Licensed Product, namely where the Licensee:

4.4.1. Uses the Licensed Product to provide a managed service to one or more third parties; or

4.4.2. Uses the functionality of un-assigning and re-assigning Licenses as a method of reducing its license requirements or attempting to circumvent licensing controls or manipulating the Licensed Product to exceed the applicable limits as outlined in the applicable Order; or

4.4.3. Attempts to create more than the number of Master Servers licensed without authorization from the Licensor; or

4.4.4. Sells the Licensed Product or any part of it to one or more third parties.

4.5 When use of the Licensed Product has reached 80% of its applicable data limit as set forth in the applicable Order, the Licensed Product will provide such notification to the Licensee by way of displayed warnings. Scans that were scheduled prior to exceeding the data limit will continue to be executed. Once the data limit exceeds, the Licensed Product will operate in a reduced-functionality state, scan results are added to a backlog and viewing of such results are paused until additional Licenses are purchased.

4.6 The Licensee shall notify the Licensor of any over-consumption as per Clause 4.5 and the Licensee shall pay for the excess data on a pro-rata basis from the date the Licensee exceeded the data limit until the end of the Agreement Term as per the next price tier set out in the applicable Order.

4.7 Version downgrades are not supported for the Master Server as certain features, data sets, storage formats and/or components in newer versions of the Licensed Product may not be backward compatible. Downgrading a newer version of the Master Server datastore to an earlier version of the Licensed Product may leave the system in an undesired state.

5. THE LICENSEE’S DUTIES

5.1 During the EULA term, the Licensee shall provide to the Licensor with a report on data usage on a quarterly basis, using scripts supplied by the Licensor or as part of the reporting of the Master Server.

5.2 The Licensee shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties and except to the extent expressly permitted under this EULA:

5.2.1. Attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Licensed Product and/or Documentation (as applicable) in any form or media or by any means;

5.2.2. Attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Licensed Product;

5.2.3. Attempt to remove, alter or interfere with any of the trade marks, logos, proprietary notices or other protected content including any modification of code contained in the Licensed Product and/or the Documentation.

5.3 The Licensee agrees to marketing initiatives proposed by the Licensor including but not limited to the following:

5.3.1. The Licensee will participate in a Press Release confirming its decision to buy Licences from the Licensor for use of the Licensed Product; and

5.3.2. Once the installation is complete and the Licensed Product is in operational use, the Licensee will co-operate in the creation of a customer case study to be used as a part of the marketing of the Licensed Product.

5.3.3. The Licensee will grant the Licensor permission to list the Licensee’s name as a customer on its website, or in online and printed product material describing the Licensed Product or the Licensor’s company information; and

5.3.4. For the purpose of providing a product reference, the Licensee will grant the Licensor permission to provide contact details for the appropriate individuals to prospective customers.

The Licensor undertakes that it will act reasonably in requesting access to the Licensee’s operations and will not expect the Licensee to incur unreasonable expense in complying with its requests.

6. THE PRICE AND PAYMENT

6.1 The Parties agree that the fee for each year of the License shall be as stipulated in the Subscription Fee table in the applicable Order, and payment is to be made in full within 30 days from receipt of the Licensed Product and invoice from the Licensor.

6.2 If Licensee fails to pay any amounts when due, in addition to any other remedies that Licensor may have, the Licensor, at its discretion, reserves the right to charge interest on the outstanding amounts at the lower of 8% per annum, calculated daily or at the highest rate permitted under applicable local law. The Licensee shall be obligated to reimburse the Licensor for all costs incurred by Licensor in collecting any late payment of amounts due or related interest, including attorneys' fees, court costs and collection agency fees. The Licensor may suspend any technical support and software updates of the Licensed Product to Licensee until payment has been made in full.

6.3 If the scanning capacity and/or Master Server of the Licensed Product is to be increased, the Licensee shall issue a new PO to the Licensor as per the Additional Product fee(s) in the applicable Order.

6.4 Any fees for excessive data and/or additional Target Platforms will be billed on a pro-rata basis from the date the Licensee exceeded the applicable License limits until the end of the term, as demonstrated by the reporting provided quarterly by the Licensee to the Licensor. Invoicing for such excessive License limits will follow the quarterly reporting of such usage.

7. RIGHT TO TECHNICAL SUPPORT

7.1 By virtue of the License, the Licensee has a right to receive all permitted Licensed Product updates and upgrades throughout the EULA Term of the License. In addition, the License entitles the Licensee to receive online technical support including Documentation and knowledge based portal access. The Licensor reserves the right to levy separate support and maintenance charges in addition to the licensing fees. Support shall be delivered in accordance with the schedule and terms as set out in https://www.groundlabs.com/technical-support-services/.

8. REFUND POLICY

8.1 The Licensor does not provide refunds, even if the Licensee shall terminate the EULA in compliance with Clause 13.2. If the Licensee has a dispute or complaint about the Licensed Product, the Licensee may contact the Licensor via email. The Licensor will use its reasonable endeavours to remedy any software faults identified in accordance with support provisions detailed in Clause 7.1.

9. INTELLECTUAL PROPERTY

9.1 The Licensee acknowledges that title to all the Intellectual Property Rights relating to the Licensed Product are owned by the Licensor, subject only to the rights of any third party software, modules, libraries, or the like, that may be incorporated, utilized, or referenced by the Licensed Product. At no time will the Licensee seek to claim any right or interest in any of these Intellectual Property Rights.

10. CONFIDENTIALITY AND PRIVACY

10.1 Each party shall, during the term of this EULA and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of the provisions of, and matters contemplated by, this EULA) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any, information of a confidential nature (including trade secrets and information of commercial value including pricing information) which may become known to such party from the other party and which relates to the other party or any of its affiliates, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this licence, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavours to prevent the unauthorized disclosure of any such information.

10.2 No party shall make, or permit any person to make, any public announcement concerning this EULA without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

10.3 The Licensed Product is intended to be fully operated by the Licensee, within the complete control of the Licensee’s site, systems, facilities, equipment or infrastructure, and therefore, Licensor neither requires nor has any access to any personally identifiable information (“Sensitive Information”) regardless whether such information is generated by the Licensee’s operation or use of the Licensed Product or otherwise, save that the Licensee may provide access to such Sensitive Information to Licensor for a specific business purpose or case-by-case trouble shooting investigation and technical support.

10.4 The parties do not expect that the Licensor will, in providing the Licensed Product, be required to process any Sensitive Information on behalf of the Licensee. In the event that the Licensee requires the Licensor to process any Sensitive Information on its behalf, the parties shall discuss and agree in good faith such additional clauses/agreements as are reasonably required to comply with requirements placed on each party by applicable data protection and the Licensor’s terms for the transmission and handling of such Sensitive Information. For the avoidance of doubt, this will include implementing regulatory requirements necessary for the processing of Sensitive Information, which at any time shall require the Licensee’s prior written consent.

10.5 Licensee further acknowledges and accepts that the helpdesk of Licensor does not, in the ordinary course of providing technical support to its clients, retain copies of any Sensitive Information it receives. Upon completion of such technical support requested by Licensee and provided by Licensor, the Parties agree and accept that the Licensor shall forthwith shred any copy of Sensitive Information it received, unless otherwise advised by Licensee.

10.6 The software component of the Licensed Product processes Sensitive Information and the Licensee, as the operator, is solely responsible for compliance with all relevant privacy and data protection laws in the relevant jurisdiction(s).

11. WARRANTIES

11.1 Licensor warrants that (a) no virus has been knowingly introduced or permitted to be introduced in any part of the Licensed Product; (b) it has taken precautions in accordance with the accepted industry practice to ensure that no virus is contained in any part of the Licensed Product; and (c) the Licensee shall be promptly notified should the Licensor detect or be made aware that a virus is contained in any part of the Licensed Product, in which case the Licensor shall provide all information reasonably requested by the Licensee in relation to such virus.

11.2 Save for the limited warranties in Clause 11.1, the Licensed Product is provided “as is” and all warranties of any kind, either express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose are excluded to the fullest extent permitted by law. In particular, the Licensor does not warrant that the functions contained in the Licensed Product will meet the Licensee’s requirements or that the operation of the software component of the Licensed Product will be uninterrupted or error-free. Nothing in this EULA shall limit or exclude any statutory rights that may be available to the Licensee, and any terms in this EULA that would be void or unenforceable under such legislation shall be severed from this EULA.

12. LIMITATION OF LIABILITY

12.1 In the event the download fails to deliver a functioning copy of the Licensed Product, the sole obligation of the Licensor is to replace the download or to supply a replacement on physical media. The Licensor shall not be liable for any loss or corruption of data, interruption of business, loss of profits or for any other direct or indirect damage arising from the use of the Licensed Product. Under no circumstances shall the total liability of the Licensor exceed the amount the Licensee paid for the license(s).

12.2 Nothing in this EULA excludes or limits the liability of either Party in respect of:

12.2.1. Death or personal injury caused by its negligence (including negligence of its employees, agents or contractors);

12.2.2. Fraud and/or fraudulent misrepresentation; or

12.2.3. Liability which may not otherwise be limited or excluded under applicable law.

13. TERMINATION

13.1 If either Party feels there is a material breach of this EULA, it shall give written notice of the relevant facts to the other Party and request that appropriate action is taken to remedy the breach. If the breach shall not be remedied within thirty days of the written notice being received, the Party may terminate this EULA immediately by giving written notice in writing.

13.2 This EULA shall terminate automatically if either Party shall become insolvent or enter into any agreement with its creditors.

14. INDEMNITY

14.1 The Licensee agrees to indemnify the Licensor and its subsidiaries, affiliates, officers, agents, and employees against any third-party claim, suit or action arising from or in any way related to the Licensee’s misuse of the Licensed Product or breach of this EULA, including any liability or expenses arising from all third-party claims, judgments and costs of every kind. Immediately upon receipt, the Licensor shall provide the Licensee with written notice of such a claim, suit or action.

15. ASSIGNMENT OR TRANSFER

15.1 This EULA shall be binding upon and inure to the benefit of the Licensor and the Licensee provided, however, that the Licensee may not assign or transfer its rights or obligations under the EULA without the prior written consent of the Licensor, such consent not to be unreasonably withheld.

15.2 Each party acknowledges that the other party may assign its rights and obligations under this EULA solely to an affiliate without the consent of the other party; provided that such party agrees in writing to abide by the terms of any such assignment or transfer.

15.3 The Licensee acknowledges that the Licensor may assign this EULA to a third party without the prior written consent of the Licensee in connection with a merger, acquisition or sale of all or substantially all of its assets; provided that such party agrees in writing to abide by the terms of any such assignment or transfer.

16. SEVERABILITY AND SURVIVAL

16.1 If any provision or term of this EULA is found by any arbitrator or court of competent jurisdiction to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such provision or term or part shall, to that extent, be deemed not to form part of this EULA so that the remainder of this EULA shall otherwise remain in full force and enforceable. Further, all the terms that should properly survive the termination of this EULA shall remain enforceable.

17. WHOLE AGREEMENT

17.1 This EULA contains the entire understanding between the Parties in connection with the subject matter and it supersedes or replaces any and all prior negotiations, agreements, and/or representations, whether oral or written, between the Parties. The Parties may agree to modify or vary any term of this EULA, such modification or variation to be in writing and signed by both Parties.

18. NOTICE

18.1 Whenever either Party wishes or is required to give a notice under this EULA, the notice shall be in writing and shall be delivered by email and conventional mail, addressed using the Licensor and Licensee details listed in the applicable Order. For these purposes, the notice is deemed to have been received on the same day it is transmitted by email.

19. GOVERNING LAW AND VENUE

19.1 This EULA will be governed and construed in accordance with the laws of Singapore or the applicable jurisdiction identified in Appendix A. The Parties expressly agree that any disputes arising under or concerning this EULA shall be exclusively resolved in the state or courts located in Singapore or the applicable jurisdiction identified in Appendix A and each Party hereby agrees to submit to the jurisdiction of the said courts.

APPENDIX A

Subject to the provisions of Clause 19.1, the governing law and jurisdiction relating to this EULA is determined by the Licensor that has entered into and signed the Order with the Licensee as identified in the table below.

Ground Labs Entity (Licensor)	Jurisdiction
Ground Labs Pte Ltd	Singapore
Ground Labs Limited	England and Wales, United Kingdom
Ground Labs Inc.	State of Texas, United States of America

Download Agreement
(Ground Labs Pte Ltd)

Download Agreement
(Ground Labs Limited)

Card Recon Product Family License Agreement

Any and all use of the following Card Recon Products shall be governed by the End User License Agreement herein. Any reference to a Card Recon Product shall include one or more of the following software products:

Card Recon Desktop
Card Recon Server

and any other Card Recon Product that Ground Labs may from time to time add to, or subtract from, the foregoing list (collectively referred to as "Software").

End User License Agreement

You should carefully read the following terms and conditions before using, installing, copying, distributing, or transmitting the Software. Unless otherwise agreed in a writing signed by an authorized representative of Ground Labs, your use, installation, copying, distribution or transmission of the Software indicates your acceptance of this agreement ("License"). You understand and agree that the terms and conditions of this License are the only terms and conditions applicable to your use of the Software and any additional or different terms specified, referenced, and/or incorporated by any document provided by you or on your behalf are hereby rejected by Ground Labs. By downloading, installing or using the Software or any portion thereof, you agree to be bound by the following terms of service as well as the terms found on our Legal Notices page at https://www.groundlabs.com/legal (together the "Terms of Service").

1. USE OF SOFTWARE

For an individual end user, the Software is made available to and may be used by you according to these Terms of Service and the Software documentation. For a business entity end user or government entity end user, the Software may be used by you and your employees for internal use according to these Terms of Service and the Software documentation (individual, business, and government end users are collectively referred to as "You" herein).

2. RESTRICTIONS

You may not use the Software, whether directly or indirectly, for any illegal or unethical purpose including data theft, data compromise, data mining, any act that would breach any Payment Card Industry Security Council standard (as published at https://www.pcisecuritystandards.org), any situation that would negatively impact the reputation of Ground Labs or the Software, any situation that would impact a cardholder or a merchant and their respective card acquirer or card issuer or card scheme, and any other situation that is not aligned with the purpose for which the Software is being offered in the context of improving security through knowledge and assisting PCI compliance to be achieved.

3. PRIVACY POLICY

As a condition of downloading and using the Software, you agree to the terms of the Ground Labs Privacy Policy at https://www.groundlabs.com/privacy/ which may be updated from time to time and without notice.

4. REFUND POLICY

Ground Labs does not provide refunds as a matter of standard practice. If you have a dispute or complaint or any other dissatisfaction regarding the Software please contact us via email or telephone. Ground Labs will endeavor to provide customer satisfaction including remediating any fault or issue presented within a reasonable time period.

5. PROPRIETARY RIGHTS

You acknowledge that (a) the Software contains proprietary and confidential information that is protected by applicable intellectual property and other laws, and (b) Ground Labs owns all right, title and interest in and to the Software, and software provided through or in conjunction with the Software, including without limitation all Intellectual Property Rights therein and thereto. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. You agree that you will not, and will not allow any third party to, (i) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Software, unless otherwise permitted, (ii) take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by any functionality (including without limitation digital rights management functionality) contained in the Software, (iii) use the Software to access, copy, transfer, transcode or retransmit content in violation of any law or third party rights, or (iv) remove, obscure, or alter Ground Labs's copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Software. The content presented to you as part of the Software (the "Content"), is protected by Intellectual Property Rights which are owned by Ground Labs, its third party licensors and partners, and others who provide that Content to Ground Labs. You may not, nor may you allow others to, copy, distribute, display, modify, or otherwise use the Content except as it is provided to you through the Software, unless you have been specifically told that you may do so by Ground Labs or by the owners of that Content, in a separate agreement. Ground Labs and its licensors make no representations or warranties regarding the accuracy or completeness of this information.

6. PERSONAL DATA

You agree that Ground Labs may process technical and related information about Your use of the Software which may include internet protocol address, hardware identification and operating system in accordance with its Privacy Policy at https://www.groundlabs.com/privacy/. To the extent that this information constitutes personal data, Ground Labs shall be the controller of such personal data. To the extent that it acts as a controller, each party shall comply at all times with its obligations under applicable data protection legislation.

7. LICENSE

7.1 SUBSCRIPTION

The License for the Software is valid for the Initial Subscription Period and such Auto-renewals (as defined below), unless earlier terminated or expired (together the "Subscription Period"). The "Initial Subscription Period" shall be twelve (12) months from the commencement date of the initial subscription ("Commencement Date"), unless otherwise specified on a quotation or invoice issued by Ground Labs or its authorized partner. On the Commencement Date, the subscription ("Subscription") becomes effective when Ground Labs confirms the License is available for download via the Ground Labs online customer portal. Upon the earlier expiry or termination of the Initial Subscription Period, the Software will cease to function until a separate License has been purchased and a new license key issued, unless Auto-renewal is operative in accordance with Clause 7.2 below. Any portion of the License not used during the Subscription Period is forfeited and can not be rolled over into subsequent Subscriptions, regardless whether Auto-renewal is in force.

7.2 AUTO-RENEWAL

Unless you opt out of the automatic renewal of the Subscription ("Auto-renewal") in accordance with Clause 7.3, your License shall renew every year without any action on your part, for a further twelve (12) months, on each anniversary of the commencement date of the Initial Subscription Period (each Auto-renewal an "Auto-renewal Period" and together with each subsequent Auto-renewal Period following the 1st anniversary, the "Auto-renewal Periods"). Ground Labs may automatically charge the credit card for the Auto-renewal in question, fifteen (15) days prior to the expiration of (a) the Initial Subscription Period or (b) any Auto-renewal Period, as the case may be. If the payment information provided by you is declined for settlement of any Auto-renewal, you need to provide Ground Labs new payment information promptly, or your access to the Software shall be suspended, albeit the License and the payment obligations shall continue in force unless and until (x) you opt out of Auto-renewal in accordance with Clause 7.3 or (y) terminated in accordance with Clause 10 below.

7.3 OPTING OUT OF AUTO RENEWAL

If you wish to opt out of Auto-renewal, you must email crrenewals@groundlabs.com and provide details of the License, of which you wish to opt out no less than thirty (30) days prior to expiration of the prevailing Auto-renewal Period.

7.4 SUPPORT AND MAINTENANCE

Product updates are included throughout the Subscription Period. In addition, licensed customers are provided with online technical support including online Software documentation, and a help desk ticketing system for cases to be raised and responded to by Ground Labs support engineers.

7.5 LICENSING RESTRICTED BY HOST

A License is required for each host where the Software is to be used. This may include desktops, servers, notebooks/laptops, physical hosts or logical virtual hosts, depending on the License and/or version of the Software. Customers are required to provide Ground Labs with a list of Hostnames or the Network Mac Addresses for each host requiring a License. This information is entered by the customer using the Ground Labs online customer support portal after a License has been purchased.
Customers may elect to provide host information at a later time after purchasing has been completed. This enables customers to purchase licenses in quantity without immediately requiring the details of each host to be licensed.
A license file is issued for each order of the Software. For example if you have placed a single order for 100 host licenses, a single host file will be provided containing a list of the 100 hostnames and/or network MAC address(s). This enables easy distribution of the License amongst hosts.
Where unallocated Licenses are updated with host information, Ground Labs will issue a new license file for that order with the additional hosts.
Please note that circumvention of any conditions via technical or other means, constitutes a willful violation of copyright.

7.6 UPDATING LICENSES

Once a host has been added it cannot be deleted or changed. Where a customer has assigned all Licenses purchased and then requires new hosts to be covered, additional Licenses should be purchased. In addition, where a host has changed its hostname or network MAC address a new License is required. Customers who have purchased a License and have not yet submitted the required information for each host should login to the Support area of the Ground Labs website using the credentials supplied at the time the original order was placed.
If you have trouble logging in please contact support@groundlabs.com or refer to the Software documentation at https://www.groundlabs.com/documentation/ for further assistance.

7.7 DELIVERY

The Software is electronically delivered, when activated by means of a license key.

8. EXPORT RESTRICTIONS

By downloading the Software, you agree to comply with all export restrictions and regulations imposed or mandated by any international organization, the United States or any other country in which you conduct business. You agree that you will not download or use the Software in or procure for the benefit of any proscribed destination (including Cuba, Iran, North Korea, Sudan, and Syria), on behalf of any proscribed entity or person (whether a shareholder, stakeholder, subsidiary, related person, affiliate, customer or patron) for any proscribed end use, or in any other manner contrary to such export regulations and sanctions programs, provided you shall have first obtained the requisite export licences or like approvals. By downloading or using the Software, you represent and warrant that you are not a proscribed end-user or utilizing this Software for a proscribed end user under these regulations. Your breach of this clause shall constitute cause for immediate termination of this Agreement.

9. COMPLIANCE WITH LAWS AND GROUND LABS POLICIES

You agree to comply with all local laws and regulations regarding the download, installation and/or use of the Software. You agree to comply with any applicable policies or guidelines that Ground Labs may make available from time to time in its sole discretion, including but not limited to the policies described in these Terms of Service. By way of example, and not as a limitation, you agree that when using the Software, you will not directly, or indirectly aid, assist or collaborate with another person to:
a) defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
b) upload, post, email or transmit or otherwise make available any inappropriate, defamatory, infringing, obscene, or unlawful content;
c) upload, post, email or transmit or otherwise make available any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of such rights or have the permission of the owner to post such content;
d) download any file posted by another that you know, or reasonably should know, cannot be legally distributed in such manner;
e) impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of the Software, Content or other material;
f) restrict or inhibit any other user from using and enjoying Ground Labs services;
g) use the Software for any illegal or unauthorized purpose;
h) remove any copyright, trademark or other proprietary rights notices contained in or on the Software;
i) submit content that falsely expresses or implies that such content is sponsored or endorsed by Ground Labs;
j) promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual; or
k) transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature.

10. TERMINATION

You may terminate these Terms of Service at any time by permanently deleting the Software in its entirety. Your rights automatically and immediately terminate without notice from Ground Labs if you fail to comply with any provision of these Terms of Service. In such an event, you must immediately delete the Software and all Content. To the maximum extent permitted by law, Ground Labs reserves the right to terminate this Agreement and your use of the Software at any time and for any reason.

11. INDEMNITY

You agree to hold harmless and indemnify Ground Labs and its subsidiaries, affiliates, officers, agents, and employees from and against any claim, suit or action arising from or in any way related to your use of the Software or your violation of these Terms of Service, including any liability or expense arising from all claims, losses, damages, suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Ground Labs will provide you with written notice of such claim, suit or action.

12. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a) YOUR USE OF THE SOFTWARE IS AT YOUR SOLE RISK. THE SOFTWARE IS PROVIDED ON AN "AS IS" BASIS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GROUND LABS AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
b) GROUND LABS AND ITS LICENSORS MAKES NO WARRANTY (I) THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, (II) THAT THE SOFTWARE WILL BE ERROR-FREE OR BUG-FREE, (III) REGARDING THE SECURITY, RELIABILITY, TIMELINESS, OR PERFORMANCE OF THE SOFTWARE, AND (IV) THAT ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
c) GROUND LABS RESERVES THE UNFETTERED RIGHT TO TERMINATE SUPPORT FOR THE CURRENT VERSION OF THE SOFTWARE UPON AVAILABILITY OF A NEW AND/OR UPDATED VERSION, AND YOU FURTHER AGREE AND ACCEPT THAT IT IS YOUR RESPONSIBILITY AND COST TO ENSURE FUNCTIONALITY, COMPATIBILITY AND PERFORMANCE OF SUCH NEW AND/OR UPDATED VERSION WITH YOUR SITE, SYSTEMS, FACILITIES, EQUIPMENT OR INFRASTRUCTURE.
d) ANY CONTENT OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT OR MATERIAL.
e) NONE OF THE SOFTWARE IS INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, LIFE SUPPORT SYSTEMS, EMERGENCY COMMUNICATIONS, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, OR ANY OTHER SUCH ACTIVITIES IN WHICH CASE THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
f) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GROUND LABS OR ANY THIRD PARTY OR THROUGH THE SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.

13. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT GROUND LABS AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF GROUND LABS OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SOFTWARE OR TO ACCESS CONTENT OR DATA; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (V) ANY OTHER MATTER RELATING TO THE SOFTWARE. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. UNDER NO CIRCUMSTANCES SHALL GROUND LABS OR ANY THIRD PARTY WHO MAKES ITS SOFTWARE OR CONTENT AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SOFTWARE BE LIABLE TO YOU OR ANY USER ON ACCOUNT OF YOUR USE OR MISUSE OF THE SOFTWARE OR SUCH THIRD PARTY SOFTWARE OR CONTENT. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF GROUND LABS AND/OR A THIRD PARTY SOFTWARE OR CONTENT PROVIDER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM THE USE OR MISUSE OF, INABILITY TO USE, OR RELIANCE ON THE SOFTWARE AND ALL THIRD PARTY SOFTWARE OR CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SOFTWARE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SOFTWARE AND ANY THIRD PARTY SOFTWARE OR CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SOFTWARE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.

14. EXCLUSIONS AND LIMITATIONS

NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

15. NO THIRD PARTY BENEFICIARIES

You agree that, except as otherwise expressly provided in these Terms of Service, there shall be no third party beneficiaries to these Terms and Conditions.

16. MISCELLANEOUS PROVISIONS

a) Choice of Law and Forum. These Terms of Service will be governed by and construed in accordance with the laws of the Republic of Singapore, without giving effect to the conflict of laws provisions of Singapore or your actual state or country of residence. If for any reason a court of competent jurisdiction finds any provision or portion of these Terms and Conditions to be unenforceable, the remainder of these Terms and Conditions will continue in full force and effect.
b) Waiver and Severability of Terms. The failure of Ground Labs to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms and Conditions shall remain in full force and effect.
c) Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Software or these Terms and Conditions must be filed within one (1) year after such claim or cause of action arose or be forever barred.
d) You grant Ground Labs permission to identify You as a customer in online, printed material or other promotional activities. If you wish to no longer be identified, notify us by emailing optout@groundlabs.com and such requests will be processed within 30 days.
e) These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of these Terms and Conditions will be effective only if in writing and signed by Ground Labs.

17. SURVIVAL

The provisions of Clauses 4 to 16 shall survive any termination or expiration of these Terms and Conditions.

Download Agreement

Data Recon Product Family License Agreement

Any and all use of the following Data Recon Products shall be governed by the End User License Agreement herein. Any reference to a Data Recon Product shall include one or more of the following software products:

Data Recon

and any other Data Recon Product that Ground Labs may from time to time add to, or subtract from, the foregoing list (collectively referred to as "Software").

End User License Agreement

1. USE OF SOFTWARE

2. RESTRICTIONS

3. PRIVACY POLICY

4. REFUND POLICY

5. PROPRIETARY RIGHTS

6. PERSONAL DATA

7. LICENSE

7.1 SUBSCRIPTION

The License for the Software is valid for the Subscription Period unless earlier terminated or expired. The "Subscription Period" shall be twelve (12) months from the commencement date of the subscription ("Commencement Date"), unless otherwise specified on a quotation or invoice issued by Ground Labs or its authorized partner. On the Commencement Date, the subscription ("Subscription") becomes effective when Ground Labs confirms the License is available for download via the Ground Labs online customer portal. Upon the earlier expiry or termination of the Subscription Period, the Software will cease to function until a separate License has been purchased and a new license key issued. Any portion of the License not used during the Subscription Period is forfeited and can not be rolled over into subsequent Subscriptions.

7.2 SUPPORT AND MAINTENANCE

7.3 LICENSING RESTRICTED BY HOST

A License is required for each host where the Software is to be used. This may include desktops, servers, notebooks/laptops, physical hosts, logical virtual hosts, or cloud storages, depending on the License and/or version of the Software. Customers are required to provide Ground Labs with a list of Hostnames or the Network Mac Addresses for each host requiring a License. This information is entered by the customer using the Ground Labs online customer support portal after a License has been purchased.
Customers may elect to provide host information at a later time after purchasing has been completed. This enables customers to purchase licenses in quantity without immediately requiring the details of each host to be licensed.
A license file is issued for each order of the Software. For example if you have placed a single order for 100 host licenses, a single host file will be provided containing a list of the 100 hostnames and/or network MAC address(s). This enables easy distribution of the License amongst hosts.
Where unallocated Licenses are updated with host information, Ground Labs will issue a new license file for that order with the additional hosts.
Please note that circumvention of any conditions via technical or other means, constitutes a willful violation of copyright.

7.4 UPDATING LICENSES

7.5 DELIVERY

The Software is electronically delivered, when activated by means of a license key.

8. EXPORT RESTRICTIONS

9. COMPLIANCE WITH LAWS AND GROUND LABS POLICIES

10. TERMINATION

11. INDEMNITY

12. DISCLAIMER OF WARRANTIES

13. LIMITATION OF LIABILITY

14. EXCLUSIONS AND LIMITATIONS

15. NO THIRD PARTY BENEFICIARIES

You agree that, except as otherwise expressly provided in these Terms of Service, there shall be no third party beneficiaries to these Terms and Conditions.

16. MISCELLANEOUS PROVISIONS

17. SURVIVAL

The provisions of Clauses 4 to 16 shall survive any termination or expiration of these Terms and Conditions.

End User License Agreement

Table of Contents

Enterprise Recon Product Family License Agreement

End User License Agreement

1. DEFINITIONS

2. TERM

3. GRANT OF THE LICENSE

4. SCOPE OF THE LICENSE

5. THE LICENSEE’S DUTIES

6. THE PRICE AND PAYMENT

7. RIGHT TO TECHNICAL SUPPORT

8. REFUND POLICY

9. INTELLECTUAL PROPERTY

10. CONFIDENTIALITY AND PRIVACY

11. WARRANTIES

12. LIMITATION OF LIABILITY

13. TERMINATION

14. INDEMNITY

15. ASSIGNMENT OR TRANSFER

16. SEVERABILITY AND SURVIVAL

17. WHOLE AGREEMENT

18. NOTICE

19. GOVERNING LAW AND VENUE

APPENDIX A

Card Recon Product Family License Agreement

End User License Agreement

1. USE OF SOFTWARE

2. RESTRICTIONS

3. PRIVACY POLICY

4. REFUND POLICY

5. PROPRIETARY RIGHTS

6. PERSONAL DATA

7. LICENSE

8. EXPORT RESTRICTIONS

9. COMPLIANCE WITH LAWS AND GROUND LABS POLICIES

10. TERMINATION

11. INDEMNITY

12. DISCLAIMER OF WARRANTIES

13. LIMITATION OF LIABILITY

14. EXCLUSIONS AND LIMITATIONS

15. NO THIRD PARTY BENEFICIARIES

16. MISCELLANEOUS PROVISIONS

17. SURVIVAL

Data Recon Product Family License Agreement

End User License Agreement

1. USE OF SOFTWARE

2. RESTRICTIONS

3. PRIVACY POLICY

4. REFUND POLICY

5. PROPRIETARY RIGHTS

6. PERSONAL DATA

7. LICENSE

8. EXPORT RESTRICTIONS

9. COMPLIANCE WITH LAWS AND GROUND LABS POLICIES

10. TERMINATION

11. INDEMNITY

12. DISCLAIMER OF WARRANTIES

13. LIMITATION OF LIABILITY

14. EXCLUSIONS AND LIMITATIONS

15. NO THIRD PARTY BENEFICIARIES

16. MISCELLANEOUS PROVISIONS

17. SURVIVAL