Terms and Conditions
These terms and conditions (the “Agreement”) govern the purchase and use of Orange INF TOOLS LTD‘s services and software.
The following terms are relevant to all Orange INF TOOLS LTD’s Offers (“General Terms”). In the event of a conflict between any of the General Terms and a specific offer – the General terms will govern.
General Terms Applicable to all Orange INF TOOLS LTD’s Offers
- DEFINITIONS. 1.1 “” means (i) Orange INF TOOLS LTD, a UK limited liability company with offices at 167-169, Great Portland Street, 5th Floor, London, England, W1W 5PF.
1.2 “ Materials” means all proprietary materials, intellectual property related to Products, Services, (such as all rights in any software incorporated into a Product, copyrights, and patent, trade secret, and trademark rights related to Products, and screens associated with Products), Documentation, any hardware and/or software used by in performing Services or providing Content Feeds,Orange INF TOOLS LTD‘s processes and methods (including any forensic investigation processes and methods), Indicators of Compromise, materials distributed by Orange INF TOOLS LTD , and any Orange INF TOOLS LTD templates and/or forms, including report and presentation templates and forms. Materials does not include Third Party Materials.
1.3 “Intellectual Property Rights” means copyrights (including, without limitation, the exclusive right to use, reproduce, modify, distribute, publicly display and publicly perform the copyrighted work), trademark rights (including, without limitation, trade names, trademarks, service marks, and trade dress), patent rights (including, without limitation, the exclusive right to make, use and sell), trade secrets, moral rights, right of publicity, authors’ rights, contract, and licensing rights, goodwill and all other intellectual property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, regardless of whether such rights arise under the law of the United States or any other state, country or jurisdiction.
1.4 “Offerings” means, collectively, Products, D&I Services, and Support Services.
1.5 “Order” means a written purchase order or similar ordering document, signed or submitted to Orange INF TOOLS LTD by the customer and approved byOrange INF TOOLS LTD under which the customer agrees to purchase Offerings.
1.6 “Products” means the Orange INF TOOLS LTD software and hardware products (which may include embedded software or firmware components), provided as an on-premises deployment model described in the Product Schedule to this Agreement.
1.7 “Service” or “Services” means the D&I Services, Support Services. “Deployment and Integration Services” or “D&I Services” means professional services provided by Orange INF TOOLS LTD to assist the customer in deploying, configuring, and integrating the Orange INF TOOLS LTD Offerings.
1.8 “Support Services” means the Product and support and maintenance services provided by Orange INF TOOLS LTD concerning each Product and as described in the applicable Schedule for each Product.
- ORDERS AND STATEMENTS OF WORK.
Customers may purchase Orange INF TOOLS LTD’s service or software by submitting an Order and/or by accepting an offer, verbal or by signing an offer. This Agreement will govern all Orders. For clarity, Orange INF TOOLS LTD will not be obligated to provide any service until the customer has signed a valid declaration.
2.2. Statements of Work. Each Statement of Work will incorporate and be governed by this Agreement. The “Statement of Work Effective Date” will be the date both customer and Orange INF TOOLS LTD have agreed to the Statement of Work, either by executing the Statement of Work or by issuing and accepting an Order for the D&I Services described on the Statement of Work. For clarity, Orange INF TOOLS LTD will not be obligated to perform any D&I Services until an SOW describing those D&I Services has been agreed by both parties or an Order listing those D&I Services has been accepted byOrange INF TOOLS LTD.
- FEES AND PAYMENT.
3.1 Fees and Expenses. The customer agrees to purchase the Offerings for the prices set forth in each order and/or Statement of Work and/or Declaration and/or verbal, as applicable (“Fees”).
3.2 Payment. If the Customer purchases directly from , the customer will make full payment in the currency specified in Orange INF TOOLS LTD’s invoice, without set-off, and in immediately available funds, within thirty (30) days of the date of each invoice. All Fees are non-cancelable and non-refundable. All Fees described on an Order and in a Statement of Work will be fully invoiced in advance unless otherwise agreed by .
Any partial shipments delivered by may be invoiced or delivered individually. Suppose any payment is more than fifteen (15) days late. In that case, may, without limiting any remedies available to Orange INF TOOLS LTD, terminate the applicable Order or Statement of Work or suspend performance until payment is made current, and all payments then due will accelerate and become immediately due and payable. The customer will pay interest on all delinquent amounts at the lesser of 1.5% per month or the maximum rate permitted by applicable law.
3.3 Taxes. All Fees are exclusive of all present, and future sales, use, excise, value-added goods and services, withholding and other taxes, and all customs duties and tariffs now or hereafter claimed or imposed by any governmental authority upon the Offerings, which shall be invoiced to and paid by the customer. Suppose a customer is required by law to make any deduction or withholding on any payments due to . In that case, the customer will notify and will pay any additional amounts necessary to ensure that the net amount receives, after any deduction or withholding, equals the amount would have received if no deduction or withholding had been required. Additionally, the customer will provide to evidence, to the reasonable satisfaction of , showing that the withheld or deducted amounts have been paid to the relevant governmental authority. For purposes of calculating sales and similar taxes, will use the address set forth on the Order or Statement of Work, as applicable, as the jurisdiction to which Offerings and shipments are delivered unless the customer has otherwise notified in writing as of the Order Effective Date or Statement of Work Effective Date, as applicable. The customer will provide tax exemption certificates or direct-pay letters to Orange INF TOOLS LTD on or before the Order Effective Date or Statement of Work Effective Date, as applicable quantities.
- INTELLECTUAL PROPERTY
5.1. Ownership of Materials; Restrictions. All Intellectual Property Rights in Materials, Products, Documentation, and belong exclusively to and its licensors. Customer will not (and will not allow any third party to): (i) disassemble, decompile, reverse compile, reverse engineer or attempt to discover any source code or underlying ideas or algorithms of any Materials (except to the limited extent that applicable law prohibits reverse engineering restrictions); (ii) sell, resell, distribute, sublicense or otherwise transfer, the Materials, or make the functionality of the Materials available to any other party through any means (unless otherwise has provided prior written consent), (iii) without the express prior written consent of , conduct any benchmarking or comparative study or analysis involving the Materials (“Benchmarking”) for any reason or purpose except, to the limited extent absolutely necessary, to determine the suitability of Products to interoperate with customer’s internal computer systems; (iv) disclose or publish to any third party any Benchmarking or any other information related thereto; (v) use the Orange INF TOOLS LTD Materials or any Benchmarking in connection with the development of products, services that compete with the Materials; or (vi) reproduce, alter, modify or create derivatives of the Materials. Between Customer and , shall retain all rights and title in and to any Indicators of Compromise developed by or for in the course of providing or performing Services. may audit the customer’s use of Offerings to ensure compliance with the terms of this Agreement
5.2. Aggregated Data. Customer grants Orange INF TOOLS LTD a non-exclusive, perpetual, irrevocable, fully-paid-up, royalty-free license to use data derived from the customer’s use of the Offerings (the “Aggregated Data”) for Orange INF TOOLS LTD’s business purposes, including the provision of Offerings to Orange INF TOOLS LTD’s other customers; provided the Aggregated Data is combined with similar data from other customers and not identifiable to customer. The Aggregated Data will not be considered Customer Confidential Information.
7.1. Services Warranty. warrants to Customer that Services will be performed in a professional manner in accordance with industry standards for like services. If a customer believes the warranty stated in this Section has been breached, the customer must notify of the breach no later than thirty (30) days following the date the Services were performed, and will promptly correct or re-perform the Services atOrange INF TOOLS LTD’s expense.
7.3. Disclaimer of Warranties. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, ALL PRODUCTS, Orange INF TOOLS LTD MATERIALS, AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTY WHATSOEVER. AND ITS SUPPLIERS EXPRESSLY DISCLAIM, TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. ALSO MAKES NO WARRANTY REGARDING NON INTERRUPTION OF USE OR FREEDOM FROM BUGS, AND MAKES NO WARRANTY THAT PRODUCTS, Orange INF TOOLS LTD MATERIALS, SERVICES OR WILL BE ERROR-FREE.
- LIMITATION OF LIABILITY.
8.1. Consequential Damages Waiver. IN NO EVENT WILL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS AND LOST SAVINGS, HOWEVER, CAUSED, WHETHER FOR BREACH OR REPUDIATION OF CONTRACT, TORT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE, WHETHER OR NOT WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.
8.2. Limitation of Monetary Damages. EXCEPT FOR LIABILITY ARISING UNDER THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 8 (INFRINGEMENT INDEMNITY), AND NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT OR ANY ORDER OR STATEMENT OF WORK,Orange INF TOOLS LTD’S TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT, THE OFFERINGS, AND THE MATERIALS SHALL BE LIMITED TO THE TOTAL AMOUNTS RECEIVED BY Orange INF TOOLS LTD FOR THE RELEVANT OFFERINGS DURING THE TWO (2) MONTHS IMMEDIATELY PRECEDING THE FIRST OCCURRENCE OF THE EVENTS GIVING RISE TO SUCH LIABILITY.
8.3. Applicability. THE LIMITATIONS AND EXCLUSIONS CONTAINED HEREIN WILL APPLY ONLY TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, AND NOTHING HEREIN PURPORTS TO LIMIT EITHER PARTY’S LIABILITY IN A MANNER THAT WOULD BE UNENFORCEABLE OR VOID AS AGAINST PUBLIC POLICY IN THE APPLICABLE JURISDICTION.
- CONFIDENTIAL INFORMATION.
9.1. Confidential Information. “Confidential Information” means the non-public information that is exchanged between the parties, provided that such information is: (i) identified as confidential at the time of disclosure by the disclosing party (“Discloser”); or (ii) disclosed under circumstances that would indicate to a reasonable person that the information should be treated as confidential by the party receiving such information (“Recipient”). The terms of any commercial transaction between the parties (including pricing related to the Offerings) shall be considered Confidential Information.
9.2. Maintenance of Confidentiality. Each party agrees that it shall: (i) take reasonable measures to protect the Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of the Confidential Information as the Recipient uses to protect its own confidential information of a like nature; (ii) limit disclosure to those persons within Recipient’s organization with a need to know and who have previously agreed in writing, prior to receipt of Confidential Information either as a condition of their employment or in order to obtain the Confidential Information, to obligations similar to the provisions hereof; (iii) not copy, reverse engineer, disassemble, create any works from, or decompile any prototypes, software or other tangible objects which embody the other party’s Confidential Information and/or which are provided to the party hereunder; and (iv) comply with, and obtain all required authorizations arising from, all U.S. and other applicable export control laws or regulations. Confidential information shall not be used or reproduced in any form except as required to accomplish the purposes and intent of an Order or Statement of Work. Any reproduction of Confidential Information shall be the property of Discloser and shall contain all notices of confidentiality contained on the original Confidential Information.
The parties agree that the foregoing shall not apply to any information that Recipient can evidence: (i) is or becomes publicly known and generally made available through no improper action or inaction of Recipient; (ii) was already in its possession or known by it prior to disclosure by Discloser to Recipient; (iii) is independently developed by Recipient without the use of or reference to any Confidential Information; or (iv) was rightfully disclosed to it by, or obtained from, a third party.
A recipient may make disclosures required by law, or court order provided that the Recipient: (a) uses diligent efforts to limit disclosure and to obtain, if possible, confidential treatment or protective order; (b) has given prompt advance notice to Discloser of such required disclosure, and (c) has allowed Discloser to participate in the proceedings.
9.4. Privacy. If is a data processor under this Agreement, and in accordance with applicable data protection laws, including but not limited to the EU General Data Protection Regulation (GDPR), agrees that it will: 9.4.1 personal process data controlled by the customer when authorized by the customer and in compliance with this Agreement and will not use or process the personal data for purposes other than those permitted by the customer, anticipated by the Documentation for the Offerings, or for the purpose of research and development of Orange INF TOOLS LTD‘s Offerings;
9.4.2 adopt and maintain appropriate (including organizational and technical) security measures in processing Customer’s personal data in order to protect against unauthorized or accidental access, loss, alteration, disclosure, or destruction of such data, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing;
9.4.3 take all reasonable steps to ensure that (i) persons employed by it and (ii) other persons engaged at its place of work are aware of and comply with applicable data privacy laws and regulations;
9.4.4 provide Customer access to a list of current sub-processors that may handle personal data at ‘s direction.
9.4.5 may process or otherwise transfer any personal information in or to any country outside of the country of origination, including such countries with less restrictive data protection laws, to the extent necessary for the provision of the Offerings. If required and where applicable, will enter into mutually agreed-upon country-specific data transfer mechanisms, and has entered into the EU Standard Contractual Clauses as approved by the European Commission to help ensure an adequate level of data protection for any personal data that will be processed or transferred. does not react to Do Not Track signals because there is no standard for how those signals are sent; and
9.4.6 Customer agrees it is responsible for obtaining any applicable consents from data subjects for customer’s use of Orange INF TOOLS LTD to process customer’s data.
- TERM AND TERMINATION.
10.1. Term. This Agreement will become effective on the Effective Date and will continue in effect for a period of one (1) year (the “Initial Term” of the Agreement). This Agreement will renew for additional periods of one (1) year each (each, a “Renewal Term” and together with the Initial Term, the “Term” of this Agreement) unless either party notifies the other of its intent not to renew this Agreement by giving the other party notice of non-renewal no later than sixty (60) days prior to the end of the then-current term. The term of each order will be as set forth below or in the applicable Schedule, and the term of each SOW will be as set forth in the applicable SOW.
10.1.2 Support Services. Support Services will begin on or shortly after the Order Effective Date (as determined by ) and will continue in effect for the period of time stated in the order (“Initial Support Term”). Unless otherwise stated on the order, the Support Services will automatically renew for additional periods of one (1) year each (each, a “Renewal Support Term” and together with the Initial Support Term, the “Support Term”), unless either party notifies the other of its intention not to renew Support Services at least sixty (60) days prior to the expiration of the then-current Support Term. Customer may terminate Support at any time, for convenience, on thirty (30) days written notice to Orange INF TOOLS LTD. If a customer terminates Support Services for convenience before the end of the then-current Support Term, the customer will pay any remaining fees owing for the remainder of the then-current Support Term within thirty (30) days of the effective date of termination.
10.1.4 Professional Services; Statements of Work. D&I Services described on an Order will be provided at mutually agreed-upon times and will continue until complete, unless otherwise terminated as set forth herein. The term of each SOW will be as set forth in that SOW. If no term is expressed in an SOW, then the term of that SOW will begin on the SOW Effective Date and continue until the D&I Services described in that SOW are complete, or the SOW is earlier terminated as set forth herein. Customers may request that Orange INF TOOLS LTD suspend performing D&I Services during the term of a Statement of Work, and will suspend such D&I Services within 24 hours of the customer’s request. The customer acknowledges that any such suspension will not affect the customer’s obligation to pay fees for D&I Services and that resumption of D&I Services may be delayed if redeploy personnel to other engagements during the period of suspension.
10.2. Termination for Material Breach. Either party may terminate any Order or any SOW upon written notice of a material breach of the applicable Order or SOW by the other party as provided below, subject to a thirty (30) day cure period (“Cure Period”). If the breaching party has failed to cure the breach within the Cure Period after the receipt by the breaching party of written notice of such breach, the non‑breaching party may give a second notice to the breaching party terminating the applicable Order or SOW. Termination of any particular Order or SOW under this Section will not be deemed a termination of any other Order or SOW, unless the notice of termination states that another Order or SOW is also terminated. Notwithstanding the foregoing, the Cure Period applicable to a breach by the customer of any payment obligations under any Order or any SOW will be fifteen (15) days. Notwithstanding the foregoing, this Agreement shall terminate automatically in the event Customer has breached any license restriction and, inOrange INF TOOLS LTD’s determination, that breach cannot be adequately cured within the Cure Period.
10.3. Effect of Termination. Termination or expiration of any Order or SOW will not be deemed a termination or expiration of any other Orders or SOWs in effect as of the date of termination or expiration, and this Agreement will continue to govern and be effective as to those outstanding Orders and SOWs until those Orders and SOWs have expired or terminated by their own terms or as set forth herein. The provisions of Section 3 (Payment), Section 6 (Intellectual Property), Section 7.5 (Disclaimer of Warranties), 9 (Limitation of Liability), 10 (Compliance with Law; U.S. Government Restricted Rights), 11 (Confidential Information), and 13 (Miscellaneous), and all accrued payment obligations, shall survive the termination of all Orders and SOWs and the relationship betweenOrange INF TOOLS LTD and customer.
11.1. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to events that are beyond the reasonable control of the parties, such as strikes, blockade, war, terrorism, riots, natural disasters, refusal of license by the government or other governmental agencies, in so far as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at a reasonable cost.
12.1. Governing Law and Jurisdiction
This agreement and our relationship will be governed by the laws of the UK, without reference to conflict of law principle, and disputes relating to our services will be resolved exclusively by the competent courts of London.
13.1. Independent Contractors. The parties are independent contractors. Nothing in these Terms, any Order, or any Statement of Work shall be construed to create a partnership, joint venture, or agency relationship between the parties. Customer shall make no representations or warranties on behalf ofOrange INF TOOLS LTD.
14.1. Language. This Agreement and each Order and Statement of Work are in the English language only, which shall be controlled in all respects. All communications, notices, and Documentation to be furnished hereunder shall be in the English language only.
15.1. Notices. All notices required to be sent hereunder shall be in writing, addressed to receiving party’s current business contact, if known, with a cc: to the General Counsel/Legal Department of the receiving party, and sent to the party’s address as listed in this Agreement, or as updated by either party by written notice. Notices shall be effective upon receipt and shall be deemed to be received as follows: (i) if personally delivered by courier, when delivered; or (ii) if mailed by first class mail, or the local equivalent, on the fifth business day after posting with the proper address.
16.1. Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under the laws of any jurisdiction, the provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remaining provisions of this Agreement will remain in full force and effect.