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ARSENAL RECON END USER LICENSE AGREEMENT

PLEASE READ THIS LICENSE AGREEMENT CAREFULLY BEFORE USING THIS SOFTWARE. BY
INSTALLING AND/OR USING THIS SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS
AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

Arsenal Consulting, Inc. d/b/a Arsenal Recon (“Arsenal”) is willing to license the
enclosed software (the “Software”) to You as the individual, the Company, or the
Legal Entity that will be utilizing the Software (“You” or “Your”) only on the
condition that You accept all of the terms of this End User License Agreement (“End
User License Agreement” or “License Agreement”). This is a legal and enforceable
contract between You and Arsenal. By opening this package, breaking the seal,
selecting the “I accept the terms in the License Agreement” checkbox or otherwise
indicating Your assent electronically, or loading the software, You agree to the
terms and conditions of this License Agreement. If You do not agree to these terms
and conditions, click the “Cancel” button or otherwise indicate Your refusal, make
no further use of the Software, and contact Your vendor or Arsenal for information
on how to obtain a refund of the money You paid for the Software (less shipping,
handling, and any applicable taxes except in certain states and countries where
shipping, handling and taxes are refundable) at any time during the sixty (60) day
period following the date of purchase.

Each copy of the Software is individually licensed for use on a single workstation
and may be installed on only one workstation at a time. If you have purchased a
software-protection dongle, the Software may be installed on as many workstations
as You desire as long as it is only used on the workstation that the dongle is
currently plugged into.

Copyright & Proprietary Information. The Software (including any accompanying


features and services) and documentation (including any product packaging) (the
“Documentation”), that accompanies this License Agreement is the property of
Arsenal and is protected by copyright law. Your purchase or trial use of the disks
or files containing the Software transfers no title to the Software itself.
Instead, any use of such Software must be made in accordance with the terms of this
License Agreement. Arsenal reserves all rights not specifically granted herein.
Your rights and obligations under this License Agreement are set forth below. If
You violate such obligations, this License Agreement and Your right to use the
Software terminate immediately.

Permitted Uses of a Free Mode License. Under this License, Arsenal grants You the
right to use the Software, which may be limited in its functionality or output, and
documentation without charge. This License Agreement governs any releases,
revisions, updates or enhancements to the Software that Arsenal may make available
to You. Under the Free Mode License, Arsenal grants You the right to use the
Software on any Workstation.

Prohibited Uses of a Free Mode License. Under this License, You may not (nor may
You authorize anyone else to) (i) sell, rent, lend, assign, sublicense or otherwise
transfer (completely or partially) the Software or Your rights as expressly
provided in this License; (ii) reverse engineer, disassemble, decompile, or make
any attempt to discover the source code of the Software.

Permitted Uses of an Educational License. Under this License, Arsenal grants You
the right to use the Software and documentation without charge (professors and
students in digital forensics programs at colleges and universities) for a specific
time period, after which time You will have acquired another Educational license
from Arsenal and will continue to be bound by the terms of this Agreement or will
have discontinued all use of the Software and destroyed it and all copies thereof,
in which event all of Your rights hereunder shall end. During the Educational
License period, the Software may be used for educational (and not commercial or
other, e.g. casework) purposes only. During the Educational License period, Arsenal
grants You the right to: (i) use one copy of the Software on a single Workstation
(Arsenal may allow the Software installation to be moved after initial
installation); (ii) make one copy of the Software (including all copyright,
trademark and proprietary rights notices thereon) for backup purposes only and such
copy shall constitute “Software” under this License Agreement.

Prohibited Uses of an Educational License. During the Educational License period


You may not (nor may You authorize anyone else to) (i) sell, rent, lend, assign,
sublicense or otherwise transfer (completely or partially) the Software or Your
rights as expressly provided in this License; (ii) reverse engineer, disassemble,
decompile, or make any attempt to discover the source code of the Software; (iii)
to make any copy of all or a part of the Software other than one copy (including
all copyright, trademark and proprietary rights notices thereon) for backup
purposes only and such copy shall constitute “Software” under this License; or (iv)
use the Software on a network or across multiple Workstations unless You have a
licensed copy of the Software for each Workstation that can access the Software
over that network.

Permitted Uses of a Trial License. Under this License, Arsenal grants You the right
to use the Software and documentation without charge for a trial period, by which
time You will have purchased the software and will continue to be bound by the
terms of this Agreement or will have discontinued all use of the Software and
destroyed it and all copies thereof, in which event all of Your rights hereunder
shall end. During the trial period, the Software may only be used for Your internal
testing purposes only. During the trial period, Arsenal grants You the right to:
(i) use one copy of the Software on a single Workstation (Arsenal may allow the
Software installation to be moved after initial installation); (ii) make one copy
of the Software (including all copyright, trademark and proprietary rights notices
thereon) for backup purposes only and such copy shall constitute “Software” under
this License Agreement.

Prohibited Uses of a Trial License. During the trial period You may not (nor may
You authorize anyone else to) (i) sell, rent, lend, assign, sublicense or otherwise
transfer (completely or partially) the Software or Your rights as expressly
provided in this License; (ii) reverse engineer, disassemble, decompile, or make
any attempt to discover the source code of the Software; (iii) to make any copy of
all or a part of the Software other than one copy (including all copyright,
trademark and proprietary rights notices thereon) for backup purposes only and such
copy shall constitute “Software” under this License; or (iv) use the Software on a
network or across multiple Workstations unless You have a licensed copy of the
Software for each Workstation that can access the Software over that network.

Permitted Uses of a Purchased License. This License Agreement governs any releases,
revisions, updates or enhancements to the Software that Arsenal may make available
to You. Once fully purchased, under this License Agreement, Arsenal grants You the
right to (i) use one copy of the Software on a single Workstation (Arsenal may
allow the Software installation to be moved after initial installation); (ii) make
one copy of the Software (including all copyright, trademark and proprietary rights
notices thereon) for backup purposes only and such copy shall constitute “Software”
under this License Agreement; (iii) use the Software on a network, provided that
You have a licensed copy of the Software for each Workstation that can access the
Software over that network; (iv) permanently transfer all of Your rights in the
Software granted under this License Agreement to another person or entity, provided
that You retain no copies of the Software and the transferee agrees to the terms of
this License Agreement. Partial transfer of Your rights under this License
Agreement shall not be permitted. For example, if the applicable documentation
grants You the right to use multiple copies of the Software, only a transfer of the
rights to use all such copies of the Software would be valid.

Prohibited Uses of a Purchased License. You may not (nor may You authorize anyone
else to) (i) sell, rent, lend, assign, sublicense or transfer the Software or Your
rights hereunder except as expressly provided in this License Agreement; (ii) make
any copy of all or a part of the Software other than the one backup copy or as
permitted above; (iii) use the Software as part of a facility management,
timesharing, service provider or service bureau arrangement; (iv) publish the
software for others to copy; or (v) reverse engineer, disassemble, decompile, or
make any attempt to discover the source code of the Software, modify, translate or
create derivative works of the Software, any updates, or any part thereof (except
as and only to the extent any foregoing restriction is prohibited by applicable law
or to the extent as may be permitted by the licensing terms governing use of any
open sourced components). Any attempt to do any of the above is a violation of this
License Agreement. If You breach any of these restrictions, the License Agreement
shall terminate and You may be subject to prosecution and damages.

PRIVACY - PURCHASING AND LICENSING. Arsenal uses third-party services for


purchasing and licensing of the Software. Please view their respective privacy
policies
at http://www.avangate.com/legal/privacy.php and http://www.softworkz.com/
privacy.html.

UPDATES. Arsenal reserves the right to modify the Software at any time. Arsenal may
distribute modifications or updates to the Software or to portions of the Software
to reflect developments. In addition, Arsenal may distribute “bug fixes” or other
revisions to the Software. You will be entitled to such updates if Arsenal, in its
sole discretion, determines to make such updates available to You (generally within
an active software subscription or the first year after purchase, depending on the
type of license in question). The terms of this License Agreement will govern any
updates unless such update is accompanied by a separate license agreement, in which
case the terms of that license will govern.

PRODUCT INSTALLATION AND ACTIVATION There may be technological measures in this


Software that are designed to prevent unlicensed or illegal use of the Software.
You agree that Arsenal may use these measures to protect against software piracy.
This Software may contain enforcement technology that limits Your ability to
install and uninstall the Software to not more than a finite number of times for a
finite number of computers. This License Agreement and the Software containing
enforcement technology may require activation as further set forth in the
Documentation. If so, the Software will only operate for a finite period of time
prior to Software activation by You. During activation, You may be required to
provide Your unique activation code accompanying the Software to verify the
authenticity of the Software. If You do not complete the activation within the
finite period of time set forth in the Documentation, or as prompted by the
Software, the Software will cease to function until activation is complete; at
which time the Software functionality will be restored. In the event that You are
not able to activate the Software, You may contact Arsenal for assistance.

Termination. The license is effective until terminated by You or Arsenal. You may
terminate this License at any time by discontinuing all use of the Software and
destroying it and all copies thereof. Your rights under this License will terminate
automatically without notice from Arsenal if You fail to comply with any term(s) of
this License. Upon termination of the License, You shall cease all use of the
Software, and destroy all copies, full or partial, of the Software.

NO WARRANTY: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE IS AT
YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE,
ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
THE SOFTWARE AND ANY SERVICES PERFORMED OR PROVIDED BY THE SOFTWARE (“SERVICES”)
ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF
ANY KIND, EITHER EXPRESS OR IMPLIED, AND ARSENAL HEREBY DISCLAIMS ALL WARRANTIES
AND CONDITIONS WITH RESPECT TO THE SOFTWARE AND ANY SERVICES, EITHER EXPRESS,
IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR
CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR
PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY
RIGHTS. ARSENAL DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE
SOFTWARE, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY,
THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE OR
SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE OR
SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY
ARSENAL OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE
SOFTWARE OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY
SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF
IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO
THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY: TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL


ARSENAL OR ANY SUPPLIER OR ANY OTHER PERSON INVOLVED IN THE CREATION, PRODUCTION,
OR DISTRIBUTION OF THE SOFTWARE BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL,
SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER,
INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF
SAVINGS, BUSINESS INTERRUPTION, LOSS OF BUSINESS OR PERSONAL INFORMATION OR ANY
OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR
INABILITY TO USE THE SOFTWARE OR QUALITY, OR PERFORMANCE OF THE SOFTWARE HOWEVER
CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND
EVEN IF ARSENAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME
JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF
INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no
event shall Arsenal’s total liability to You for all damages (other than as may be
required by applicable law in cases involving personal injury) exceed the purchase
price of the Software. The foregoing limitations will apply even if the above
stated remedy fails of its essential purpose. These disclaimers shall apply
regardless of whether You accept the Software.

The Software is not designed for and is not intended for use in hazardous
environments requiring fail-safe (fault-tolerant) performance such as in the
operation of nuclear facilities, aircraft navigation or communication systems, air
traffic control, weapons or defense systems, life support systems or any other
context in which the failure of the Software could lead directly to death, personal
injury or severe damage to property or the environment. Arsenal, the Developers of
the Software and its suppliers specifically disclaim any express or implied
warranty of the Software’s suitability for these types of activities.

EXPORT REGULATION. You acknowledge that the Software and related technical data and
services (collectively “Controlled Technology”) may be subject to the import and
export laws of the United States, specifically the U.S. Export Administration
Regulations (EAR), and the laws of any country where Controlled Technology is
imported or re-exported. You agree to comply with all relevant laws and will not
export any Controlled Technology in contravention to U.S. law nor to any prohibited
country, entity, or person for which an export license or other governmental
approval is required. In particular, but without limitation, the Software may not
be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone
on the U.S. Treasury Department's list of Specially Designated Nationals or the
U.S. Department of Commerce Denied Person’s List or Entity List. By using the
Software, You represent and warrant that You are not located in any such country or
on any such list. USE OR FACILITATION OF ANY ARSENAL PRODUCT IN CONNECTION WITH ANY
ACTIVITY INCLUDING, BUT NOT LIMITED TO, THE DESIGN, DEVELOPMENT, DESIGN,
MANUFACTURE, PRODUCTION FABRICATION, TRAINING, OR TESTING OF CHEMICAL, BIOLOGICAL,
OR NUCLEAR MATERIALS, OR MISSILES, DRONES, OR SPACE LAUNCH VEHICLES CAPABLE OF
DELIVERING WEAPONS OF MASS DESTRUCTION IS PROHIBITED, IN ACCORDANCE WITH U.S. LAW.

Government End Users. The Software and Documentation: Was developed with no
government funds; Is a trade secret of Arsenal for all purposes of the Freedom of
Information Act. The Software and any associated documentation are provided with
RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to
restrictions as set forth in subparagraph (c)(1)(ii) of The Rights In Technical
Data and Computer Software Clause at 52.227-7013. The Software and related
documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101,
consisting of “Commercial Computer Software” and “Commercial Computer Software
Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202,
as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through
227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer
Software Documentation are being licensed to U.S. Government end users (a) only as
Commercial Items, and (b) with only those rights as are granted to all other end
users pursuant to the terms and conditions herein. Unpublished-rights reserved
under the copyright laws of the United States.

General: This License Agreement is the entire agreement between You and Arsenal
relating to the Software and: (i) supersedes all prior or contemporaneous oral or
written communications, proposals, and representations with respect to its subject
matter; and (ii) prevails over any conflicting or additional terms of any quote,
order, acknowledgment, or similar communications between the parties.
Notwithstanding the foregoing, nothing in this License Agreement will diminish any
rights You may have under existing consumer protection legislation or other
applicable laws in Your jurisdiction that may not be waived by contract. Arsenal
may assign its rights and obligations under this Agreement, without notice, to any
affiliate of Arsenal or to any party (or its affiliate) acquiring Arsenal (or any
affiliate of Arsenal to which this Agreement has been assigned) or acquiring all or
substantially all of the assets to which this Agreement applies. All updates or new
versions of the Software which may be received by You from Arsenal shall also be
governed by this License Agreement. This License Agreement and Your use of the
Software shall be construed, interpreted and governed by the laws of the State of
Massachusetts. Your use of the Software may also be subject to other local, state,
national, or international laws. If any provision of this License Agreement is
found void or unenforceable, it will not affect the validity of the rest of this
License. The disclaimers of warranties and damages and limitations on liability
shall survive termination. This License Agreement may only be modified by the
Documentation or by a written document that has been signed by both You and
Arsenal. Headings and captions are for convenience only and are not to be used in
the interpretation of this Agreement.

US Government Agencies Bound By Defense Federal Acquisition Regulations. APPLICABLE


FLOWDOWNS OF THE PRIME CONTRACT. H.11.3 GSAM 552.232-39 Unenforceability of
Unauthorized Obligations (FAR Deviation) (July 2015). (a) Except as stated in
paragraph (b) of this clause, when any supply or service acquired under this
contract is subject to any commercial supplier agreement (as defined in 502.101)
that includes any clause requiring the Government to indemnify the Contractor or
any person or entity for damages, costs, fees, or any other loss or liability that
would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall
govern: (1) Any such clause is unenforceable against the Government. (2) Neither
the Government nor any Government authorized end user shall be deemed to have
agreed to such clause by virtue of it appearing in the commercial supplier
agreement. If the commercial supplier agreement is invoked through an “I agree”
click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap”
agreements), execution does not bind the Government or any Government authorized
end user to such clause. (3) Any such clause is deemed to be stricken from the
commercial supplier agreement. (b) Paragraph (a) of this clause does not apply to
indemnification by the Government that is expressly authorized by statute or
applicable agency regulations and procedures. (End of Clause) H.11.4 GSAM 552.232-
78 Commercial Supplier Agreements – Unenforceable Clauses (a) When any supply or
service acquired under this contract is subject to a commercial supplier agreement,
the following language shall be deemed incorporated into the commercial supplier
agreement. As used herein, “this agreement” means the commercial supplier
agreement: (1) Notwithstanding any other provision of this agreement, when the
licensee/customer is an agency or instrumentality of the U.S. Government, the
following shall apply: (i) Applicability. This agreement is part of a contract
between the commercial supplier (or the licensor, where the commercial supplier
agreement contains a license) and the U.S. Government for the acquisition of the
supply or service 6 (including all contracts, task orders, and delivery orders
under FAR Parts 13, 14 or 15). (ii) Licensee or Customer. This agreement shall bind
the ordering activity as licensee or customer but shall not operate to bind a
Government employee or person acting on behalf of the Government in his or her
personal capacity. (iii) Law and disputes. This agreement is governed by Federal
law. (A) Any provision purporting to subject the U.S. Government to the laws of a
U.S. state, U.S. territory, district, or municipality, or foreign nation, except
where Federal law expressly provides for the application of such laws, is hereby
deleted. (B) Any provision requiring dispute resolution in a specific forum or
venue that is different from that prescribed by applicable Federal law is hereby
deleted. (C) Any provision prescribing a different time period for bringing an
action than that prescribed by applicable Federal law is hereby deleted. (iv)
Continued performance. In accordance with subparagraph (i) of the clause at 52.233-
1 (Disputes), this agreement may not be unilaterally terminated by the commercial
supplier or licensor, and the provision of supplies or services under this
agreement may not be unilaterally suspended unless generally withdrawn from the
commercial market. If the supplier or licensor believes the ordering activity to be
in breach of the agreement, it shall pursue its rights under the Contract Disputes
Act or other applicable Federal statute while continuing performance as set forth
in such subparagraph (i). (v) Arbitration; equitable or injunctive relief. In the
event of a claim or dispute arising under or relating to this agreement, (A)
binding arbitration shall not be used unless specifically authorized by agency
guidance, and (B) equitable or injunctive relief, including the award of attorney
fees, costs or interest, may be awarded against the U.S. Government only when
explicitly provided by statute (e.g., Prompt Payment Act or Equal Access to Justice
Act). (vi) No additional terms. No other commercial supplier terms shall bind the
Government unless included verbatim (not by reference) in the commercial supplier
agreement and added to the Government contract or order with the approval of the
cognizant contracting officer. (vii) No unilateral changes. Any clause of this
agreement claiming that one party to the agreement may unilaterally change any
provision of this agreement shall not apply. (viii) No automatic renewals. If any
license or service tied to periodic payment is provided under this agreement (e.g.,
annual software maintenance or annual lease term), such license or service shall
not renew automatically upon expiration of its current term without prior express
Government approval. (ix) Indemnification. Any clause of this agreement requiring
the commercial supplier or licensor to defend or indemnify the end user is hereby
amended to provide that representation in the conduct of litigation in which the
United States is a party or is interested is reserved for the U.S. Department of
Justice in accordance with 28 U.S.C. 516. (x) Audits. Any clause of this agreement
permitting the commercial supplier or licensor to audit the end user’s compliance
with this agreement is hereby amended as follows: (A) Discrepancies found in an
audit may result in a charge by the commercial supplier or licensor to the ordering
activity. Any resulting invoice must comply with the proper invoicing requirements
specified in the underlying Government contract or order. (B) This charge, if
disputed by the ordering activity, will be resolved through the Disputes clause at
52.233-1; no payment obligation shall arise on the part of the ordering activity
until the conclusion of the dispute process. (C) Any audit requested by the
commercial supplier or licensor will be performed at the commercial supplier’s or
licensor’s expense, without reimbursement by the Government. (xi) Taxes or
surcharges. Any taxes or surcharges which the commercial supplier or licensor seeks
to pass along to the Government as end user will be governed by the terms of the
underlying Government contract or order and, in any event, must be submitted to the
Contracting Officer for a determination of applicability prior to invoicing. (xii)
Non-assignment. This agreement may not be assigned, nor may any rights or
obligations thereunder be delegated, without the Government's prior approval,
except as expressly permitted under the clause at 52.232-23, Assignment of Claims.
(xiii) Confidential information. If this agreement includes a confidentiality
clause, such clause is hereby amended to state that (A) neither this agreement nor
the final pricing agreed to by the ordering activity in the underlying Government
contract or order shall be deemed "confidential information" 8 notwithstanding
marking to that effect; and (B) notwithstanding anything in this agreement to the
contrary, the Government may retain any confidential information as required by
law, regulation or its bona fide internal document retention procedures for legal,
regulatory or compliance purposes; provided, however, that all such retained
confidential information will continue to be subject to the confidentiality
obligations of this agreement. (b) If any provision of this agreement conflicts or
is inconsistent with the preceding subparagraph (a)(1), the provisions of
subparagraph (a)(1) shall prevail to the extent of such inconsistency. (End of
Clause)

CONTACT: Arsenal Consulting, 120 Eastern Avenue, Unit 7, Chelsea, Massachusetts


02150;
Tel (617) ARSENAL or (617) 277-3625

Copyright (C) 2020 Arsenal Consulting, Inc. All rights reserved.

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