EULA Template

Words whose initial letter is capitalised have the meaning defined in the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or plural form.

Definitions

For the purposes of this End User Licence Agreement:

“Agreement” means this End User Licence Agreement, which constitutes the entire agreement between the Customer (the Customer) and the Company in relation to the use of the Service.
“Service” means the InprOTech Guardian hardware/software, provided by the Company, downloaded by the Customer or deployed by the Company’s own staff, whether on its premises or otherwise.
“Company” refers to Inprosec Auto S.L. (InprOTech), with Tax ID B27851443 and registered office at Calle María Berdiales, 20. 4th Floor. Vigo (36203), Pontevedra, Spain. In relation to the processing of personal data, it is also identified as Data Processor.
“Content” refers to content such as text, images or other information that may be published, uploaded, linked or otherwise made available by the Customer, regardless of the form of such content.
“Country” refers to: Spain.
“Device” refers to any device that can access the Service, such as a computer, mobile phone or digital tablet.
“OT” refers to Operations Technology, a set of services for the protection and control of infrastructure and physical devices, processes and events at industrial plant level.
“AI” refers to artificial intelligence.
“ML” refers to machine learning, a subarea of artificial intelligence focused on techniques that enable algorithms to learn, for example, to discover threats in industrial environments.
“Big data” refers to the set of techniques that allow huge sets of structured or unstructured data to be exploited in an optimised manner.
“Vulnerability” refers to any design, configuration or implementation flaw that can be used by criminals as an attack vector.
“Third-party services” means any services or content (including data, information, applications and other product services) provided by a third party that may be displayed, included or made available by the Service.
The “Customer” means the individual accessing or using the Service or the company, or other legal entity on whose behalf such individual is accessing or using the Service, as appropriate. In relation to the processing of personal data, it shall also be identified as Data Controller.

Acknowledgement

By clicking the “I accept” button, downloading or using the Service, the Customer agrees to be bound by the terms and conditions of this Agreement. If you do not accept the terms of this Agreement, do not click the “I accept” button, and/or do not download or use the Service.

This Agreement is a legal document between the Customer and the Company and governs the use of the Service that the Company makes available to you.

This Agreement is established solely between the Customer and the Company. Therefore, the Company is solely responsible for the Service and its content.

Since the Service may be accessed and used by other users within your legal entity, the shared use of the Service in that scope by other users is expressly subject to this Agreement.

The Service is licensed, not sold, to the Customer by the Company, for use strictly in accordance with the terms of this Agreement.

Licence

Service

The Service covered by this EULA is INPROTECH GUARDIAN, an industrial asset monitoring service that watches over the security status of the industrial network in real time, enabling an early response to any internal or external threat. The Service shall operate in accordance with the functionalities agreed in the corresponding Commercial Offer, including the software and/or hardware components necessary for the provision of such Service.

Scope of the licence

In accordance with the terms established in the accepted commercial offer, the Company grants you a licence under a revocable, exclusive, non-transferable and limited end user licensing scheme to download and install, if applicable, and in any case to use, the Service strictly in accordance with the terms of this contract.

The Customer may only use the Service on a device that is owned by its legal entity, under its management, or provided by the Company.

The licence granted to you by the Company is solely for the Company’s own purposes, strictly in accordance with the terms of this Agreement.

Use by authorised third parties (wholesalers, distributors, resellers, MSSPs) shall be governed by specific partner or managed service agreements.

Licence restrictions

The Customer undertakes that neither the Customer itself shall carry out these actions, nor allow others within its legal entity to carry out the following activities:

Grant licences or sublicences, sell, rent, lease, assign, distribute, transmit, modify, copy, host, subcontract, disclose or otherwise commercially exploit the Service or make it available to third parties.
Remove, alter or obscure any proprietary notice (including any copyright or trademark notice) of the Company or its affiliates, partners, suppliers or the licensors of the Service.

Intellectual property

The Service, including without limitation all copyrights, patents, utility models, trademarks, trade names, industrial and business secrets and other industrial or intellectual property rights are, and shall remain, the sole and exclusive property of the Company.

None of these rights shall be licensed, except as expressly derived from or necessary for the EULA. If the scope of such licence is not defined, it shall be understood to have the minimum scope necessary for the fulfilment of the obligations arising from the EULA.

In the event of infringement of industrial and intellectual property rights, the Company shall not be obliged to indemnify the Customer or to defend it against any third-party claim arising from the use of the Service or related thereto.

Modifications to the Service

For reasons of force majeure, organisational, technical or other reasons, the Company reserves the right to modify, suspend or interrupt, temporarily or permanently, the Service or any sub-service to which it connects, with or without prior notice and without liability to the Customer.

Service updates

The Company may provide improvements to the features/functionality of the Service, including, without limitation, patches, bug fixes, updates, enhancements and other modifications.

Updates may modify or remove certain features and/or functionalities of the Service, provided that such modifications do not constitute a substantial alteration of the essential functionalities, understood as those core capabilities necessary for the Service to fulfil its main purpose as described in the accepted commercial offer. The Customer accepts that the Company has no obligation to

provide any update, or
continue providing or enabling any particular feature and/or functionality of the Service to the Customer.

Likewise, you accept that all updates or any other modifications shall be

considered an integral part of the Service, and
subject to the terms and conditions of this Agreement.

In the event that the Customer decides not to implement, install or apply, in whole or in part, the updates made available by the Company, the Customer shall assume full responsibility for any consequences arising from such omission, including, without limitation, operational incidents, security vulnerabilities, performance degradation, regulatory non-compliance or loss of functionalities, expressly releasing the Company from any associated liability.

Maintenance and technical support

The Company shall provide the maintenance or support for the installation and use of the Service as agreed in the specific terms, either directly or through Third Parties.

Third-party services

The Service may display, include or make available to you content from third parties (including data, information, applications and other product services), or provide links to third-party websites or services.

The Customer acknowledges and accepts that the Company shall not be responsible for Third-Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. The Company does not assume and shall not have any responsibility to the Customer or any other person or entity for Third-Party Services.

The Customer must comply with the applicable Third-Party Terms of Agreement when using the Service. Third-Party Services and links thereto are provided solely for your convenience and the Customer accesses and uses them at its own risk and subject to the Terms and conditions of such third parties.

Duration and termination

This Agreement shall remain in force for the time described in the COMMERCIAL OFFER.

The Customer or the Company may terminate the agreement by mutual agreement.

The Company reserves the right to suspend or terminate this Agreement with or without prior notice, for reasons of force majeure, organisational, technical or other reasons, which prevent the continued provision of the Service.

This Agreement shall be terminated immediately, without prior notice from the Company, in the event that the Customer fails to comply with any of the provisions hereof.

Upon termination of this Agreement, the Customer must stop using the Service and delete all software installed on its equipment associated with it, if applicable.

Termination of this Agreement shall not limit any of the rights or remedies of the Company, whether by law or in equity, in the event that the Customer breaches (during the term of this Agreement) any of its obligations hereunder.

Warranty, liability and indemnification

Warranty

The Customer accepts that the Service conforms to the agreed technical specifications and is suitable for the purpose for which it has been contracted. The Company shall always do its utmost to ensure that the level of service is satisfactory to the Customer.

The Company warrants that, under normal use and in accordance with the instructions provided, the Service shall operate in accordance with the functionalities agreed in the COMMERCIAL OFFER. The warranty shall be limited exclusively to the correction of software defects.

The Company does not warrant:

as to the operation or availability of the Service, or the information, content and materials or products included therein;
that the Service shall be uninterrupted or error-free;
that, in the event of activating any option of the Service involving active actions on the Customer’s devices, it shall not produce effects that may cause an eventual unavailability;
as to the accuracy, reliability or currency of any information or content provided through the Service; or
that the Service, its servers, the content or the emails sent from or on behalf of the Company are free of malware.

Liability

The Company’s liability is limited exclusively to the correction of defects and errors in the software.

The Company shall not be liable for indirect damages, loss of profits, or any other damage arising as a consequence of the use of the software, including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, the loss of privacy arising from or related in any way to the use or inability to use the Service, third-party software and/or third-party hardware used with the Application, or otherwise in connection with any provision of this Agreement, save in cases of wilful misconduct or gross negligence.

Likewise, although the Company carries out strict quality controls and laboratory environment tests to ensure proper operation of the Service, it is the Customer’s responsibility to design, manage and maintain an incident recovery procedure for incidents that may have been caused by the active interaction of INPROTECH GUARDIAN with the industrial network (through the optional modules to that effect). The Company assumes no responsibility in the event that this occurs.

The Company shall not assume any liability for damages, losses, service interruptions, loss of information or any other consequence arising directly or indirectly from situations of insolvency, bankruptcy proceedings, suspension of payments, liquidation or any other analogous situations affecting the Customer or its operational or financial capacity.

Indemnification

The Customer shall be responsible for the expenses and payments of any indemnifications arising from

(a) the use of the Service;

(b) the violation of this Agreement or any law or regulation; or

releasing the Company, its parent companies, subsidiaries, officers, employees, agents, partners and licensors (if any), from any liability.

In any event, the Company cannot guarantee the proper functioning of the Service and shall not be liable nor face any indemnification, in the following cases:

Integration or conflict with other systems or incompatible software
Lack of updating or maintenance of the systems
Telecommunications or network issues
Force majeure
Problems arising from the Customer’s infrastructure or hardware
Cyberattacks
End-user errors
Misuse of the software due to lack of training or knowledge
Use of the software outside the licence granted
Errors arising from cyberattacks or viruses
And in general, other situations involving malfunctions, due to causes beyond the Company’s control

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations of the legal rights applicable to a consumer, so some or all of the above exclusions and limitations may not apply to the Customer. But in such case, the exclusions and limitations set forth in this section shall apply to the greatest extent possible under applicable law. To the extent that any warranty exists under the law that cannot be disclaimed, the Company shall be solely responsible for such warranty.

Severability and waiver

Severability

If any of the provisions of this Agreement are considered unenforceable or invalid, such provision shall be modified and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions shall continue in full force and effect.

Waiver

Save as provided herein, the failure to exercise a right or to require the performance of an obligation under this Agreement shall not affect a party’s ability to exercise such right or to require such performance at any later time, nor shall the waiver of a breach constitute a waiver of any subsequent breach.

Changes to this Agreement

The Company reserves the right, at its sole discretion, to modify or replace this Agreement at any time. In the event that a material update or change is made, we shall give you at least 30 days’ notice before the new terms come into effect. What constitutes a material change shall be determined at the sole discretion of the Company.

By continuing to access or use the Service after any revision comes into effect, the Customer accepts to be bound by the revised terms. If you do not accept the new terms, you shall no longer be authorised to use the Service.

Applicable legislation

The laws of Spain shall govern this Agreement and your use of the Service. Customers using the Company’s Service shall submit to the courts of Vigo, expressly waiving any other jurisdiction that may correspond to them.

Entire agreement

The Contract constitutes the entire agreement between the Customer and the Company in relation to the use of the Service, and supersedes all prior and contemporaneous agreements, whether written or verbal, between the Customer and the Company.

The Customer may be subject to additional terms and conditions that apply when using or purchasing other services of the Company, which the Company shall provide at the time of such use or purchase.

Processing of personal data

At this link https://inprotech.es/politica-de-privacidad/ the Company’s privacy policy is set out. In accordance with it, the Company informs you that the personal data, including the email address provided, as well as any other data provided throughout the contractual relationship with you, shall be processed for the proper management of the contracted services and products and on the legal basis of the performance of a contract to which the data subject is party (art. 6.1.b) GDPR).

Likewise, data subjects may exercise the rights recognised in Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, on the Protection of Natural Persons with regard to the processing of personal data and on the free movement of such data (hereinafter “GDPR”) (access, rectification, objection, erasure, portability and limitation of processing, as well as to reject the automated processing of personal data), by means of a written request addressed to InprOTech identifying the right exercised, either to its postal address or via the email: dataprotection@inprosec.com.

The email data collected to access the application shall only be used to access the application and not for any other purpose.

The Company shall not carry out international transfers of email data or other data provided without prior notification to the CUSTOMER, and without complying with due safeguards.