This End User Agreement (this “Agreement”, also referred to elsewhere as “EULA”) is a legal agreement between the entity entering into this Agreement and Paladion Networks Private Limited, a Company incorporated under the Companies Act of 1956,(“Paladion”). This Agreement governs orders placed by Customer (defined below) to access and usethe Products (defined below) for subscribing to MDR AI.SaacServices (and any updates and modifications thereto).
BY ISSUING AN ORDER TO PALADION OTHERWISE DOWLOADING OR USING OR ACCESSING THE PRODUCTS MADE AVAILABLE BY PALADION HEREUNDER, CUSTOMER AGREES TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE AN INDIVIDUAL (“YOU”) ACTING ON BEHALF OF CUSTOMER, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO LEGALLY BIND CUSTOMER TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT HAVE AUTHORITY TO BIND CUSTOMER, OR IF YOU OR CUSTOMER DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU AND CUSTOMER MAY NOT USE THE PRODUCTS.
This Agreement consists of, collectively, this base agreement, the terms and conditions detailed in the Product Addendum attached hereto, and the applicable Policies. In the event of any conflict between the terms and conditions set forth in the base Agreement and those set forth in the Product Addendum, the terms and conditions of such Product Addendum shall control.
Unless otherwise indicated in this Agreement, the following terms, shall have the following meaning: “MDR AI.SaacServices” means, as applicable, Professional Services and Maintenance and Support Services provided using technology platform of Paladion.“Cloud Services” means the Web-based application services made generally available by Paladion on a subscription basis and identified on the applicable Order.“Customer” means the authorized party executing this Agreement and to the extent specified on any Order hereunder its affiliates or its authorized third party service providers; provided however, that, in each case, Customer shall be solely responsible for ensuring compliance with the applicable terms and conditions of the Agreement and Customer shall remain liable for any breach of such terms and conditions by its affiliates and third party service providers.“Customer Data” means all Customer-specific and Customer-identifiable data submitted to or collected by the Products by or on behalf of Customer. “Delivery” means the date when the Customer downloads Paladion Products from Azure Marketplace. “Documentation” means, as applicable, the functional specifications, user guides, “help” pages, installation instructions, descriptions or technical requirements created and provided by Paladion generally to its customers, either in documentary form or via Product information websites.“Fees” means amounts payable for the Products to which the Customer subscribes under this Agreement. “On-Premise Software” means: Paladion’s proprietary software products as specified in Order(s). “Order”means an order form issued by Customer for the purchase of the applicable Products“Product Addendum” means the product addendum attached hereto as Exhibit 1 and incorporated herein by reference, which contains product-specific terms and conditions.“Product” means, the [NameofProduct] listed on the Azure Marketplace. “Professional Services” means, if applicable, training, implementation or Product-related services specified on the Order(s) or detailed in a Statement of Work. “Subscription Term”means the period of time Customer is authorized to use Products, as identified on an Order. “Statement of Work”means, if applicable, any written, mutually signed work statement that references this.
Customer shall place Orders directly with Paladion.
The Product is sold on an annual subscription basis, thereafter shall automatically renew for additional annual subscription terms, unless Customer provide Paladion written notification of cancellation thirty (30) days prior to the end of the current Subscription term.
Fees for the Product is linked to the Fees payable for the [NameofService]also hosted in the Azure Marketplace that this Product is to be used in conjunction with . Fees shall be due and payable at the beginning of the Subscription Term for the [NameofService], unless otherwise agreed to by the parties. Payment obligations are non-cancelable and fees paid/payable are non-refundable.
The parties acknowledge that Customer Data may contain personal data (as defined under applicable data protection laws) and Paladion shall process such data in accordance with the documented instructions of Customer regarding the collection, processing and protection of personal data, and in accordance with this Agreement. Customer hereby consents to Paladion’s processing of Customer Data, including personal data, for the purposes of carrying out its obligations under this Agreement, and for other lawful purposes in accordance with applicable laws and regulations. Customer is responsible for obtaining any required consents from individual data subjects relating to the use of the Products.
Paladion will not disclose personal data outside of Paladion or its controlled subsidiaries except: (i) as Customer directs; (ii) as described in this Agreement; or (iii) as required by law.
Paladion reserves all rights to the Products and all intellectual property relating thereto not specifically granted in this Agreement. All Products under this Agreement are provided under subscription and not sold, and shall remain the sole and exclusive property of Paladion.
As between Customer and Paladion, except as otherwise set forth in this Agreement, all right, title and interest in and to the Customer Data is owned exclusively by Customer.
Except as may otherwise be explicitly provided for in this Agreement, Customer shall not, and shall take reasonable steps to ensure its Administrative Users (defined below) do not: (i) sell, transfer, rent, copy (other than for archival or backup purposes), reverse engineer, reverse compile, modify, tamper with, or create derivative works of the Products, (ii) use the Products to operate a service bureau, outsourcing, sublicensing, or similar business for the benefit of third parties; (iii) use the Products other than in connection with Customer’s internal business; (iv) remove any copyright and trademark notices incorporated by Paladion in the Products; (v) cause or permit others to access or use the Products in order to build or support, and/or assist a third party in building or supporting, software or services competitive to Paladion; (vi) perform or disclose any of the following security testing on the Products (including any Cloud Services environment or associated infrastructure): network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing or penetration testing; or (vii) use the Products to: (a) perform any activity that is unlawful, or that interferes with any use of the Products or the network, systems and/or facilities of Paladion or its service providers; (b) store, process, publish or transmit any infringing or unlawful material, or material that constitutes a violation of any party’s privacy, intellectual property or other rights; or (c) perform any activity intended to circumvent the security measures of Paladion or its service providers. Customer is responsible for all administrative access by its personnel and, if applicable, its service providers (“Administrative Users”) through its login credentials, for controlling against unauthorized access, and for maintaining the confidentiality of any data including usernames and passwords. If Customer becomes aware of any breach of this Section 4.3, Customer will notify Paladion and remedy the situation immediately, including, if necessary, limiting, suspending or terminating an Administrative User’s access to the Products.
Customer is responsible for establishing a username and password (or any other means required by Paladion) for verifying that only designated employees of Customer have access to any administrative functions of the Services. Customer will be responsible for maintaining the security of account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account with or without knowledge or consent.
Customer will designate an employee who will be responsible for all matters relating to this Agreement (“Primary Contact”). You may change the individual designated as Primary Contact at any time by providing written notice to Paladion. Paladion shall not be liable for any losses, damages, claims, demands, actions, costs and expenses (including reasonable attorneys’ fees and court costs) arising from or created by any of the acts or omissions related to the access or use of the Service by Customer.
Each party represents and warrants to the other that: (i) it has the legal right and authority to enter into this Agreement and perform its obligations hereunder; and (ii) it will not introduce into the Products any virus, worm, Trojan horse, time bomb, or other malicious or harmful code (excluding, however, any legitimate mechanism to disable operation of the Products after the expiration of a Subscription Term).
Paladion warrants that Services provided by Paladion by using the Product will be performed in a professional and workmanlike manner consistent with industry standards for similar types of services. For any breach of the foregoing limited warranty, Customer’s exclusive remedy shall be to terminate the applicable Services and receive the refund of any prepaid but unused Fees applicable to the non-compliant Services.
The warranty for specific Paladion Products is detailed in the Product Addendum. The limitation on warranties in Section 5.5 below, the exclusion of certain warranties in Section 5.6below, and the disclaimer of actions set forth in Section 5.7 below, also apply to any warranties set forth in the Product Addendum.
Paladion warranties are for the benefit of Customer only and are void if: (i) the Products are integrated by Customer with third party products, unless integrated in accordance with the applicable Documentation; (ii) the Products are altered by anyone other than Paladion or an authorized representative of Paladion; (iii) the Products are improperly installed, maintained or accessed by anyone other than Paladion or an authorized representative of Paladion; (iv) Customer is utilizing a version of the On-Premise Software no longer supported by Paladion; or (v) the Products are used in violation of the applicable Documentation or Paladion’s instructions or this Agreement.
Except for warranties detailed in the Product Addendum, the foregoing warranties are in lieu of and exclude all other express and implied warranties, including but not limited to, warranties of merchantability, title, fitness for a particular purpose, non-infringement, error free operation or non-intrusion due to hacking or other similar means of unauthorized access. No written or oral representation, made by Paladion personnel or otherwise, which is not contained in this Agreement, will be deemed to be a warranty by Paladion or give rise to any liability of Paladion whatsoever. Customer acknowledges that it is impossible under any available technology for any products to identify and eliminate all malware or potential threats.
Paladion does not and cannot control the flow of data to or from Paladion’s network and other portions of the internet, and accordingly Paladion disclaims any and all warranties and liabilities resulting from or related to a failure in the performance of internet services provided or controlled by a third party other than any contractor or agent of Paladion hereunder.
Notwithstanding any provision of this Agreement to the contrary, in no event shall either party or its suppliers, officers, directors, employees, agents, shareholders, or contractors (“Related Parties”) be liable to the other party for consequential, incidental, special, punitive or exemplary damages (including but not limited to lost revenues, profits or data, or costs of business interruptions other economic loss) arising from or in connection with any cause including but not limited to breach of warranty, breach of contract, tort, strict liability, failure of essential purpose or any other economic losses, even if the other party is advised of the possibility of such damages.
. Except for liability arising from: (i) a breach of Section 9 (Confidentiality) below; (ii) a party’s violation of the other party’s intellectual property rights; or (iii) a party’s fraud, willful misconduct or violation of Section 10.9; the maximum cumulative liability of a party and its related parties for any and all claims in connection with this Agreement or the subject matter hereof, including but not limited to claims for breach of warranty, breach of contract, tort, strict liability, failure of essential purpose or otherwise, shall in no circumstance exceed the fees paid to Paladion for the applicable Product(s) giving rise to the liability in the twelve (12) month period immediately preceding the applicable claim.
Paladion shall: (i) defend and indemnify Customer and its officers, directors, employees and agents from and against all claims and causes of action arising out of an allegation that the Products (hereinafter the “Indemnified Product[s]”) infringe a third party copyright, trademark, patent, or other intellectual property right; and (ii) pay the resulting cost and damages finally awarded against Customer by a court of competent jurisdiction or the amount stated in a written settlement signed by Paladion, as long as Customer gives Paladion: (a) prompt written notice of such claim or action; (b) the right to control and direct the investigation, preparation, defense, and settlement of the action; and (c) reasonable assistance and information with respect to the claim or action. If a final injunction is obtained against Customer’s right to continue using the Indemnified Product or, if in Paladion’s opinion an Indemnified Product is likely to become the subject of a claim, then Paladion may, at its election, either: (1) obtain the right for Customer to continue to use the Indemnified Product; or (2) replace or modify the Indemnified Product so that it no longer infringes but functions in a materially equivalent manner. If Paladion determines that neither of these alternatives is reasonably available, then Paladion may terminate this Agreement and refund any prepaid unused Fees applicable to the infringing Indemnified Product. This section shall not apply to infringement or misappropriation claims arising in whole or in part from: (A) designs, specifications or modifications originated or requested by Customer; (B) the combination of the Indemnified Products or any part thereof with other equipment, software or products not supplied by Paladion if such infringement or misappropriation would not have occurred but for such combination; or (C) Customer’s failure to install an update or upgrade, where same would have avoided such claim. THE FOREGOING STATES PALADION’S ENTIRE OBLIGATION AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ACTUAL OR POTENTIAL THIRD PARTY INFRINGEMENT CLAIMS OR CAUSES OF ACTION.
Either party may terminate this Agreement or an individual Order if the other party: (i) fails to cure a material breach of this Agreement or the applicable Order within thirty (30) calendar days after its receipt of written notice regarding such breach; or (ii) files or acquiesces to a bankruptcy or similar petition. Termination of the entire Agreement shall be deemed to include termination of any and all active Orders.
Upon the effective date of termination of the Agreement or an Order: (i) Paladion will immediately cease providing the applicable Cloud Services and/orMDRAI.Saac Services; (ii) Customer will immediately cease use of any On-Premise Software and remove such On-Premise Software from its systems; and (iii) any and all of Customer’s current and, in the case of termination for cause by Paladion, future payment obligations under this Agreement immediately become due. In the event of termination for cause by Customer, Paladion will refund any prepaid, unused Fees pro rata from the date of termination.
As used in this Agreement, “Confidential Information” means all information of either party that is not generally known to the public, whether of a technical, business or other nature, that is disclosed by one party to the other party or that is otherwise learned by the recipient in the course of its activities with the disclosing party, and that has been identified as being proprietary and/or confidential or that the recipient reasonably ought to know should be treated as proprietary and/or confidential under the circumstances of disclosure. Confidential Information of Paladion also includes the terms, conditions, and pricing of this Agreement, and the results of any benchmarking, testing, or competitive evaluations Customer performs on the Products. Each party shall use reasonable care to hold the other party’s Confidential Information in confidence and not disclose such Confidential Information to anyone other than to its personnel, contractors, attorneys, and accountants with a need to know. A recipient shall not reproduce or use such information for any purpose other than as reasonably required to perform pursuant to this Agreement or as reasonably necessary for use of the Products as contemplated by this Agreement. Either party may disclose the existence and nature of the relationship between the parties established hereby, provided it does not disclose any of the specific terms of such relationship.
The obligations of either party pursuant to this Section 9 shall not extend to any information that: (i) recipient can demonstrate through written documentation was already known to the recipient prior to its disclosure to the recipient; (ii) was or becomes known or generally available to the public (other than by act of the recipient); (iii) is disclosed or made available in writing to the recipient by a third party having a bona fide right to do so; (iv) is independently developed by recipient without the use of any Confidential Information; or (v) is required to be disclosed by process of law, provided that the recipient shall notify the disclosing party promptly upon any request or demand for such disclosure
The parties acknowledge that any breach of this Section 9 may cause immediate and irreparable injury to the non-breaching party for which monetary damages may be inadequate, and in the event of such breach, the non-breaching party shall be entitled to seek injunctive relief, in addition to all other remedies available to it at law or in equity.
Any notice under this Agreement must be in writing and sent by certified letter, receipted commercial courier or e-mail transmission (acknowledged in like manner by the intended recipient) to the respective addresses shown on the Order(s), and shall be deemed given on the date received by the recipient.
Upon request, Customer agrees to certify to its compliance with the quantity and usage restrictions set forth in this Agreement and any Order for On-Premise Software, or to allow Paladion or its approved designee to inspect Customer’s data processing systems and records to verify such compliance. Paladion may review Customer’s usage of the Cloud Services to determine Customer’s compliance with the quantity and usage restrictions of this Agreement and any Order. Paladion will promptly notify Customer if Paladion (or a Customer certification) determines that Customer’s usage of the Products exceeds purchased quantities, and if so, Customer shall promptly pay to Paladion additional Fees applicable to such prior over-usage, and either: (i) immediately discontinue any such overuse; or (ii) purchase such additional quantities to cover Customer’s actual usage going forward, at Paladion’s then current charges.
This Agreement shall be governed by the laws of India, excluding: (i) its conflicts of laws principles; and (ii) the United Nations Convention on Contracts for the International Sale of Goods. Courts in Bangalore shall have the exclusive jurisdiction over the matters arising under this Agreement.
Except in the event of a merger, acquisition or sale of all or substantially all of a party’s assets, neither party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other party (not to be unreasonably withheld). Any assignment in contravention of this provision shall be null and void. All the terms and provisions of this Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.
Paladion is an independent contractor. The provisions of this Agreement shall not be construed to establish any form of partnership, agency or other joint venture of any kind between Customer and Paladion, nor to constitute either party as the agent, employee or legal representative of the other.
Each party will be excused from performance for any period during which, and to the extent that, it is prevented from performing any obligation or service as a result of causes beyond its reasonable control.
Paladion will comply with all laws and regulations applicable to it and its provision of the Products. Paladion is not responsible for compliance with any laws or regulations applicable to Customer or Customer’s industry that are not generally applicable to information technology service providers. Paladion does not determine whether Customer Data includes information subject to any specific law or regulation. Customer must comply with all laws and regulations applicable to it and its use and possession of the Products.
Any provision of this Agreement that is unenforceable shall not cause any other remaining provision to be ineffective or invalid.
Except as set forth herein, no addition to or modification of this Agreement shall be binding on either of the parties hereto unless reduced to writing and executed by an authorized representatives of each of the parties.
Notwithstanding anything to the contrary in this Agreement, from time to time at its sole reasonable discretion Paladion may make upgrades, changes and/or improvements to: (i) the Cloud Services, in order to enhance the Cloud Services generally and/or remedy any issues with the Cloud Services; or (ii) the Policies, in order to address changes to Products or applicable laws or regulations. Notwithstanding the foregoing, except as is required as a result of changes to applicable laws or regulations, Paladion will not modify any Cloud Services or Policies in any way designed to: (a) materially degrade the Cloud Services or Policies; or (b) add additional material obligations for Customer.
All provisions of this Agreement that reasonably may be interpreted or construed as surviving termination of this Agreement shall survive the termination of this Agreement.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. The parties hereby consent to electronic signature as a binding form of execution of this Agreement and related documents.
Paladion may, at its sole discretion and upon mutual written agreement of the parties, grant Customer the right to use the Products for evaluation or beta testing purposes in accordance with the terms of this Agreement. Notwithstanding anything to the contrary anywhere in this Agreement, the following terms and conditions shall also apply to (and supersede any conflicting terms in the event of a conflict) Customer’s evaluation or beta use of the Products: (i) the Products may be used solely for Customer’s internal assessment of the capabilities, performance, and suitability of the Products and in no event for production use; (ii) the Products ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, and Paladion disclaims all warranties, support obligations, and other liabilities and obligations for Customer’s evaluation or beta use of the Products; and (iii) Customer agrees to defend, indemnify and hold harmless Paladion from all claims, damages, and losses, howsoever arising and whether direct, indirect, or consequential, including all legal fees and expenses, arising from Customer’s evaluation or beta use of the Products.
This Agreement comprises all the terms, conditions and agreements of the parties hereto with respect to the subject matter hereof and supersedes all other negotiations, proposals, or agreements of any nature whatsoever, unless otherwise specifically provided. Any contradictory or pre-printed terms and conditions that Customer may provide in connection with an Order shall be deemed null and void. This Agreement and all Orders, notices, or other documents given or to be given under this Agreement will be written in the English language only.
This Product Addendum Part 1 applies for all Paladion Products and Services, .
During the applicable Subscription Term, Paladion will make the then-current version of the, on premise software, Cloud Services and MDR AI.Saac services available to Customer, and hereby grants Customer the right to access and use the Services for the number of Endpoints identified in an Order. For clarity, Services may include and require the use of Paladion Propreitary software.
Paladion warrants that the Products and Services will conform in all material respects to the specifications detailed in the applicable Documentation during the Subscription Term. If the Product and Services do not comply with this warranty, Paladion will (at its option), as Customer’s sole and exclusive remedy: (i) within a reasonable period of time repair, replace, or modify Such Product or Services so that they comply with this warranty, or (ii) terminate this Agreement or applicable Order and refund any prepaid but unused Fees applicable to the non-compliant Services.
In the event of a breach or suspected breach of any of the restrictions in Section 4.3 of the body of the Agreement, Paladion reserves the right to suspend Services if reasonably necessary to prevent harm to Paladion, Customer, other customers, and/or Paladion’s partners, vendors and suppliers, with such notice and for such period as may be reasonable in the context of the prospective harm.
This Product Addendum Part 2 applies for all Paladion On-Premise Software.
Customer is granted for the Subscription Term specified in the applicable Order(s) a worldwide, non exclusive, non-assignable (except pursuant to a permitted assignee under the Agreement), non-transferable right to: (i) install and use (in accordance with the Documentation and for internal business purposes only) the applicable On-Premise Software (including Sensor Software) on the number of servers and/or Endpoints specified in the applicable Order(s); and (ii) copy and run the applicable On-Premise Software for testing and disaster recovery purposes
Paladion warrants that for a period of ninety (90) days from Delivery, the On-Premise Software will conform in all material respects to the specifications detailed in the Documentation. If the On-Premise Software does not comply with this warranty, Paladion will (at its option), as Customer’s sole and exclusive remedy: (i) within a reasonable period of time repair, replace, or modify the applicable On-Premise Software so that it complies with this warranty, or (ii) terminate this Agreement or applicable Order and refund any prepaid but unused Fees applicable to the non-compliant On-Premise Software Product (if any).
Paladion may release patches, bug fixes, updates, upgrades, maintenance and/or service packs (“Updates”) for the On-Premise Software from time to time, which may be necessary to ensure the proper function and security of the Products. Paladion is not responsible for performance, security, warranty breaches, support or issues encountered in connection with the Products that result from Customer’s failure to accept and apply Updates within a reasonable timeframe