SUBJECT TO THE TERMS OF THIS KENNA SERVICE EVALUATION AGREEMENT (THIS “AGREEMENT”), KENNA SECURITY, INC. (“KENNA”) AGREES TO PROVIDE END USER WITH ACCESS TO ITS VULNERABILITY THREAT MANAGEMENT PLATFORM (THE “SERVICE”). BY ACCESSING, BROWSING, CLICKING ON AN "ACCEPT" BUTTON, OR OTHERWISE USING THE SERVICE, END USER AGREES TO AND IS BOUND BY THE TERMS OF THIS AGREEMENT.
End User’s Right to Use the Service
Kenna grants to End User a limited-term, non-exclusive, non-sublicensable, non-transferable license to use the Service solely for End User’s internal evaluation and testing purposes. As between the parties, Kenna and its licensors shall own all right, title and interest in and to the Service. Kenna reserves all rights not expressly granted to End User in this Agreement.
Restrictions
End User shall not enable third parties to, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Service; modify, translate or create derivative works based on the Service; or copy, sublicense, resell, rent, lease, distribute, assign or otherwise transfer rights to the Service. End User shall not remove, deface or obscure any copyright, trademark or other proprietary notice contained in the Service. End User shall not transfer, transmit, export or re-export the Service or portion thereof in violation of any export control laws or regulations administered by the U.S. Commerce Department or any other government agency.
Confidentiality
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party). Kenna Confidential Information includes non-public information regarding the features, functionality and performance of the Service. End User Confidential Information includes non-public data, including End User’s customers’ non-public data, that End User provides to Kenna to enable the provision of the Service. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information and (ii) not to use (except in performing the Service) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (i) is or becomes generally available to the public, or (ii) was in its possession or known by it prior to receipt from the Disclosing Party, or (iii) was rightfully disclosed to it without restriction by a third party, or (iv) was independently developed without use of any Confidential Information of the Disclosing Party, or (v) is required to be disclosed by law.
Customer Feedback
Feedback and other information which End User provides or which is derived by Kenna in connection with this Agreement may be used by Kenna to improve or enhance the Service, and Kenna shall have a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to use, modify and otherwise exploit such feedback and information without restriction, provided that the public disclosure of any such feedback or information identifiable to End User shall only be by the mutual agreement of End User and Kenna.
Limitation of Liability
IN NO EVENT WILL KENNA OR ITS LICENSORS BE LIABLE TO END USER OR ANY OTHER PARTY FOR DAMAGES OF ANY KIND ARISING FROM THIS AGREEMENT OR THE USE OF THE SERVICE, WHETHER RESULTING FROM TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHER FORM OF ACTION, INCLUDING BUT NOT LIMITED TO LOSS OR INACCURACY OF DATA, INTERRUPTION OF USE, LOSS OF PROFITS OR REVENUE, OR DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF KENNA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
No Warranty
THE SERVICE IS PROVIDED "AS IS" WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, KENNA AND ITS LICENSORS EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT WITH RESPECT TO THE SERVICE. KENNA AND ITS LICENSORS MAKE NO WARRANTY REGARDING FREEDOM OF THE SERVICE FROM ERRORS OR UNINTERRUPTED ACCESS TO THE SERVICE.
Term and Termination
The term of this Agreement, and the period during which End User may evaluate the Service, shall be for ninety (90) days, unless Kenna specifies another period in writing to End User. To request additional time for evaluation of the Service or to subscribe to the Service, please contact a Kenna sales representative or call (855) 474-7546. Kenna may terminate this Agreement immediately if End User breaches any obligations hereunder.
General
In the event that any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. End User may not assign, transfer or sublicense any obligations or benefits under this Agreement without the written consent of Kenna, and any such attempt to assign this Agreement or any rights hereunder without Kenna's consent shall be void.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of law provisions thereof. Any dispute or claim arising out of, in relation to or in connection with this Agreement, or the interpretation, making, performance, breach or termination of this Agreement, shall be finally settled by binding arbitration in San Francisco County, California, under the Commercial Arbitration Rules of the American Arbitration Association (the "Rules") by an arbitrator appointed in accordance with said Rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.
