Terms of Service

FACT™ Terms of Service
Effective January 14, 2019

Welcome to FACT!

FACT is a vendor-agnostic ecosystem for sharing information from multiple sources about ICS, IIoT, and IoT firmware and software. We use this information to build the FACT “trust” score, allowing you to make informed decisions about system upgrades, discovered/detected software, and software patch management. The FACT products and services (“Services”) are provided by aDolus Inc. (“aDolus”), with offices at 8951 Cypress Waters Blvd., Suite 160, Coppell, Texas, 75019, United States.

This document, the FACT Terms of Service (“Terms”), outlines the terms regarding your use of our services. These Terms are a legally binding contract between you and aDolus, so please read carefully. If you do not agree with these Terms, do not register for or use any of the Services.

You agree that by clicking ““Sign Up”, “Register”, or similar, registering, accessing, or using our Services (described below), you are agreeing to enter into a legally binding contract with aDolus (even if you are using our Services on behalf of a company). If you do not agree to these Terms do not click “Sign Up” (or similar) and do not access or otherwise use any of our Services. If you wish to terminate this contract, you can do so at any time by closing your account and no longer accessing or using our Services.

If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising to aDolus that you have the authority to bind that organization to these Terms (in which event, “you” and “your” will refer to that organization) unless that organization has a separate paid contract in effect with us, in which event the terms of that contract will govern your use of the Services.

1. Your Account

Using the Services will require you to obtain an account by completing a registration form and designating a user ID (your email address), password, and multifactor authentication method. When registering you must: (a) provide true, current, and complete information about yourself on the registration form and (b) maintain such information so it continues to be true, current, and complete.

You are entirely responsible for all files and information that you upload, post, or otherwise transmit via the Services (please also see our Acceptable Use Policy in Section 3). Only you may use your account and you are responsible for your account. If you become aware of any unauthorized use of the Services or your account, or have any questions about your account, please contact aDolus Support immediately.

2. Email Selected for Your Account

You get to choose what email address(es) you register for an account. Please be aware, however, that if the domain of the email address associated with your account is owned or controlled by an organization (such as your employer) and that organization establishes a direct relationship with us and wishes to add your account to such relationship, then you may be rolled into that organization’s account after notification. Following that notice, if you choose not to change the email address associated with your account, your account will be controlled by the organization.

If an organization provided you with your account (e.g., an employer), you understand that this organization has rights to your account and may: (a) manage your account (including suspending or canceling); (b) reset your password; (c) view your usage and profile data, including how and when your account is used; and (d) manage the content in your account.

3. Acceptable Use Policy

You agree you will not, nor will you encourage others or assists others, harm the Services or use the Services to harm others. For example, you must not use the Services to harm, threaten, or harass another person, organization, or aDolus and/or to build a similar service or website. You also agree that you will not:

(a) damage, disable, overburden, or impair the Services (or any network connected to the Services);

(b) resell or redistribute the Services or any part of it without written permission from aDolus;

(c) use any unauthorized means to modify, reroute, or gain access to the Services or attempt to carry out these activities;

(d) use any automated process or service (such as a bot, a spider, or periodic caching of information stored by FACT) to access or use the Services;

(e) use the Services beyond the features and amounts provided in a Service subscription level or in violation of our fair use policy;

(f) use the Services to violate any law or distribute malware or malicious content;

(g) distribute, post, share information or content you don’t have the right to or is illegal;

(h) use the Services in any way that breaches any applicable local, national, or international law or regulation;

(i) use the Services for any illegal activity or output, or in any way that exposes aDolus, you, members of the Community or our Partners to harm.

As part of our efforts to protect the Service, the FACT community, and our customers, or to stop you from breaching these Terms, we retain the right to block or otherwise prevent delivery of any type of file or communication to or from the Services.

4. Privacy

In order to operate and provide the Services, we collect certain information about you. We use and protect that information as described in our Privacy Policy. You acknowledge that your use of the Services is subject to our Privacy Policy and understand that it identifies how aDolus collects, stores, and uses certain information.

5. Consent to Electronic Communications and Solicitation

By registering or signing up for Services, you understand that we may send you (including via email) information regarding the Services, such as: (a) notices about your use of the Services, including notices of violations of use; (b) updates to the Services and new features or products; and (c) promotional information and materials regarding our products and services. Please review your settings in your account to control the messages you receive from us or unsubscribe by following the instructions in the message.

Notices emailed to you will be considered given and received when the email is sent. If you don’t consent to receive notices (other than notification involving promotional materials) electronically, you must stop using the Services.

6. Content

Our Services display some content that is not aDolus’. This content is the sole responsibility of the entity that makes it available, either publicly or through agreement with aDolus. We may review content to determine whether it is illegal or violates our policies, and we may remove or refuse to display content that we reasonably believe violates our policies or the law. But that does not necessarily mean that we review content, so please don’t assume that we do.

Using our Services does not give you ownership of any software, firmware, or intellectual property rights in our Services or the content you access. You may not use content from our Services unless you obtain permission from its owner or are otherwise permitted by law. These terms do not grant you the right to use any branding or logos used in our Services. Don’t remove, obscure, or alter any legal notices displayed in or along with our Services.

Our Services also allow you to upload, submit, store, send, or receive content. You retain ownership of any intellectual property rights that you hold in that content. In short, what belongs to you stays yours.

When you upload, submit, store, send, or receive content to or through our Services, you give aDolus (and those we work with) a worldwide license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations, or other changes we make so that your content works better with our Services), communicate, publish, publicly perform, publicly display, and distribute such content. The rights you grant in this license are for the limited purpose of operating, promoting, and improving our Services, and to develop new ones. This license continues even if you stop using our Services. Some Services may offer you ways to access and remove content that has been provided to that Service. Also, in some of our Services, there are terms or settings that narrow the scope of our use of the content submitted in those Services. Make sure you have the necessary rights to grant us this license for any content that you submit to our Services.

7. Copyright Complaints and Removal Policy

aDolus respects the intellectual property of others and will respond to notices of alleged copyright infringement that comply with the law. We reserve the right to delete or disable content alleged to violate copyright laws or these Terms and reserve the right to terminate the account(s) of violators.

If you believe there has been a violation of your intellectual property rights, please contact us at security@adolus.com.

8. Confidential Information

During your use of the Services, aDolus may share with you information that is confidential, sensitive, or should be kept secret. For example, if we tell you about our product roadmaps, product designs and architecture, technology and technical information, or provide you with security audit reviews, business and marketing plans, or share with you our business processes, these should always be considered confidential to aDolus.

Similarly, we agree that your content, credit card/banking information, and information contained in your account are confidential to you.

Also, if either of us provides any documents to the other that are labelled “confidential” (or something similar), or provide information (either in writing or verbal) that is of a type that a reasonable person should understand to be confidential, such information is to be treated as confidential information.

However, if you tell us information that: (a) we already know at the time you tell us; (b) was told to us by a third party who had the right to tell us; (c) is generally available to the public; or (d) was independently developed by us without using any of your confidential information, then that information will not be considered confidential. The same goes for information that we tell you that falls into any of these categories.

Lastly, we both agree that: (i) we will treat each other’s information with the same degree of care that we treat our own confidential information; (ii) we will use each other’s confidential information only in connection with these Terms and the Services; (iii) we only share the information with others who have a need to know and who have agreed in writing to treat it as confidential (as we’ve outlined in this section); and (iv) we will not share the information with any third party except as allowed in these Terms or through the Services. Of course, confidential information will always remain the property of its owner.

9. Content Storage

The Services are provided from the United States. By using and accessing the Services, you understand and agree to the storage of content and any other personal information in the United States. However, you understand that you (or other people that you collaborate with) can access the Services (including content) from outside of the United States (subject to applicable law) and that nothing prohibits the processing of other information outside of the United States.

10. Suspension and Termination of the Services

We reserve the right to suspend or terminate your access to the Services at any time in our sole discretion. You understand that if your account is suspended or terminated, you may no longer have access to the content that is stored with the Services.

Upon termination you may request access to your content, which we will make available, except in cases where we have terminated your account due to your violation of these Terms or the Acceptable Use Policy terms in Section 3. You must make such request within 14 days following termination; otherwise, any content you have stored with the Services may not be retrievable and we will have no obligation to maintain content stored in your account after this 14-day period.

11. Updates to the Service

We can make necessary deployments of changes, updates, or enhancements to the Services at any time. We may also add or remove functionalities or features, or we may suspend or stop the Services altogether.

12. Third-Party Services

aDolus may make available to you optional third-party applications, services, or products for use in connection with the Services (“Third-Party Products”). These Third-Party Products are not necessary for the use of the Services and your use (and any exchange of any information, license, payments, etc., are between you and the third-party provider) is solely between you and the applicable third-party provider. aDolus makes no warranties of any kind and assumes no liability of any kind for your use of such Third-Party Products.

If you have any questions or concerns regarding the Third-Party Products, then please contact the applicable third-party provider.

13. aDolus Proprietary Rights

All contents of the Site and Services including, but not limited to, the logo, design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement and aDolus Confidential Information belong to aDolus and/or its suppliers, affiliates, or licensors.

aDolus or its licensors own and reserve all right, title, and interest in and to the Services and all hardware, software, and other items used to provide the Services, other than the rights we expressly grant to you to use the Services and aDolus Confidential Information. No title to or ownership of any proprietary rights related to the Services or aDolus Confidential Information is transferred to you pursuant to these Terms.

If you provide comments, suggestions, and recommendations to aDolus about a Service (e.g., modifications, enhancements, improvements) (collectively, “Feedback“), you are automatically assigning this Feedback to aDolus.

14. Changes to these Terms

We reserve the right to modify these Terms. We will post the most current version of these Terms at www.adolus.com (the “Site”). If we make material changes to these Terms, we will notify you via the Services and/or by email to the address associated with your account. If you do not accept the changes, you must stop using and cancel your account by emailing cancel@adolus.com. Your continued use of our Services after we publish or send a notice about our changes to these Terms means that you are consenting to the updated terms.

15. No Warranty or Conditions

TO THE EXTENT NOT PROHIBITED BY LAW, ADOLUS AND ITS AFFILIATES (AND ASSOCIATED SERVICE PROVIDERS): (A) PROVIDE THE SERVICES “AS IS”, “WITH ALL FAULTS”, AND “AS AVAILABLE”; (B) MAKE NO REPRESENTATIONS OR WARRANTIES OR CONDITIONS WHETHER EXPRESS OR IMPLIED (E.G., WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT); AND (C) DO NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.

16. Indemnification

To the extent not prohibited by law, you will defend aDolus against any cost, loss, damage, or other liability arising from any third party demand or claim that any content or information provided by you or your use of the Services: (a) infringes a registered patent, trademark, or copyright of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of aDolus’ actions); or (b) violates applicable law or these Terms. aDolus will reasonably notify you of any such claim or demand that is subject to your indemnification obligation.

17. Limitation of Liability

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL ADOLUS, ITS AFFILIATES, RESELLERS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR: ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF ADOLUS HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.

THE AGGREGATE LIABILITY OF ADOLUS AND ITS AFFILIATES, OFFICERS, RESELLERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS, RELATING TO THE SERVICES WILL BE LIMITED TO THE GREATER OF: (A) ONE AND A HALF (1.5) TIMES THE MOST RECENT MONTHLY OR YEARLY FEE THAT YOU PAID FOR THAT SERVICE; OR (B) ONE HUNDRED DOLLARS ($100 U.S.D.). THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES. IN SUCH AN EVENT, THIS LIMITATION WILL NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.

18. Dispute Resolution and Governing Law

You must comply with all domestic and international export laws and regulations that apply to your use of the Services, such as software. These laws include restrictions on destinations, end users, and end use.

If you reside in the United States, you agree that the Terms, and your relationship with aDolus, will be governed by the laws of the State of Texas, U.S.A. regardless of conflict of laws principles. We both agree that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to these Terms. We both agree that all of these claims can only be litigated in the federal or state courts in Texas, U.S.A and we each agree to personal jurisdiction in those courts. However, you agree that aDolus can apply for injunctive remedies in any jurisdiction.

If you reside outside of the United States, you agree that the Terms, and your relationship with aDolus, shall be governed by the laws of Canada without regard to its conflict of laws principles. We both agree that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to these Terms. We both agree that all claims can only be litigated in Vancouver, Canada and we each agree to personal jurisdiction of the courts located within Vancouver, Canada. However, you agree that aDolus can apply for injunctive remedies in any jurisdiction.

19. Trials

You can sign up for a trial for some of the Services and your trial period starts on the day you create the trial account and lasts for 14 days. If you are on a trial, you may cancel at any time until the last day of your trial. If you do not wish to incur charges, you must cancel the account by the end of the 14th day.

If you do not cancel your account and we have told you the account will be converted to a paid subscription at the end of the trial period, then you authorize us to charge your credit card for that specific Service. You may, however, cancel your subscription before the next billing cycle in accordance with these Terms, but no credits or refunds will be available.

20. Fees

aDolus offers both free and paid Services. If you choose to subscribe to a paid Service, you agree to pay the fees (“Fees“) as quoted to you when you purchase that Service. We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase. You are responsible for all charges related to using the purchased Service (for example, data charges and currency exchange settlements). You will pay the Fees in the currency aDolus quoted at the time of purchase. aDolus reserves the right to change the eligible currencies at any time.

aDolus reserves the right to change its prices at any time; however, if we have offered a specific duration and Fee for your use of the Service, we agree that the Fee will remain in force for that duration. After the offer period ends, your use of the Service will be charged at the then-current Fee(s). If you don’t agree to these changes, you must stop using the Service and cancel via email to cancel@adolus.com (with cancellation confirmation from an aDolus representative). If you cancel, your Service ends at the end of your current Service period or payment period, and no refunds for previously paid services will be issued.

If you do not cancel in accordance with these Terms, the subscription for the Service will automatically renew at the then-current price and for the same subscription period. We will charge your credit card on file with us on the first day of the renewal of the subscription period.

21. Billing/Payment

If you select a paid Service, you must provide us with current, complete, accurate, and authorized payment method information (e.g., credit card information). You authorize us to charge your provided payment method for the Services you have selected and for any paid feature(s) that you choose. We may bill: (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) if you have elected a subscription service, on a recurring basis. To the extent aDolus has not received your payment, in order to bring your account up to date, we may bill you simultaneously for both past due and current amounts. If you do not cancel your account, we may automatically renew your Service(s) and charge you for any renewal term. You understand that failure to pay any charges or fees may result in the suspension or cancellation of your Services.

22. Subscription Period

You may elect one of the following subscription plans and billing options (please note that there might be only one of these options available depending on the Service purchased):

A monthly subscription plan (“Monthly Subscription Plan”). The subscription period for the Monthly Subscription Plan will be for one month and will automatically renew unless you cancel your Monthly Subscription Plan at least three business days prior to the renewal date. You will be billed on or about the same day each month until such time that you cancel.

An annual subscription plan (“Annual Subscription Plan”). The subscription period for the Annual Subscription Plan will be for one year and will automatically renew each year on the anniversary unless you cancel at least three business days prior to your renewal date. You will be billed annually on or about the same day each year until such time that you cancel. Note that under the Annual Subscription Plan you will not be permitted to cancel, reduce the number of seats, or downgrade the aDolus Service you have selected until the anniversary date. Be aware that you are committing to a one-year plan; if you are not certain, we recommend choosing the Monthly Subscription Plan.

If you select the Monthly Subscription Plan, you can switch to the Annual Subscription Plan at any time. If you select the Annual Subscription Plan, you may not change to the Monthly Subscription Plan until the end of the one-year term of your Annual Subscription Plan.

23. aDolus Subscription Specific Terms

If you are purchasing an aDolus subscription plan, the following additional terms apply to you:

You: (a) are required to have an aDolus account for each user; (b) will only receive the features and functionality that are included in the specific subscription plan that you have purchased; (c) are responsible for setting your configurations of the aDolus Service; and (d) are responsible for managing any of your devices and/or any systems that you use to access the aDolus Service.

24. Training or Consulting Services

24.1 Consulting Services. In the event you order any professional, educational, operational, or technical services (collectively, “Consulting Services), the nature, details, and duration of the Consulting Services will be further described in the datasheet or statement of work which is referenced.

24.2 Deliverables and aDolus Tools. aDolus will own and retains all rights, title, and interest in and to any training materials or other tangible materials provided to you as part of the Consulting Services (each, a “Deliverable”) (excluding any of your Confidential Information), and related intellectual property rights. Subject to these Terms, aDolus grants you a royalty-free, limited, non-exclusive, non-transferable, and terminable license to use the Deliverables solely for your authorized use of the aDolus Service during your subscription term. Nothing herein shall be construed to assign or transfer any intellectual property rights in the proprietary tools, libraries, know-how, techniques, and expertise (“aDolus Tools”) used by aDolus to develop the Deliverables and to the extent such aDolus Tools are delivered with or as part of the Deliverables; they are licensed, not assigned, to you on the same terms as the Deliverables.

24.3 Consulting Services Warranty. In regard to Consulting Services only, aDolus warrants that: (a) it and each of its employees, consultants, and subcontractors, if any, have the necessary knowledge, skills, experience, qualifications, and resources to provide and perform the Consulting Services in accordance with the applicable datasheet or statement of work; and (b) the Consulting Services will be performed in a professional and workmanlike manner in accordance with industry standards and in accordance with the scope of services outlined in the applicable datasheet or statement of work. You acknowledge that aDolus’ ability to successfully perform the Consulting Services is dependent upon your provision of timely information, access to resources, and participation as outlined in the applicable Consulting Services. If through no fault or delay of you the Consulting Services do not conform to the foregoing warranty, and you notify aDolus within seven (7) calendar days of aDolus’ delivery of the Consulting Services, aDolus will re-perform the non-conforming portion(s) of the Consulting Services at no additional cost to you.

25. General Terms

25.1 Severability; Entire Agreement. These Terms apply to the maximum extent permitted by relevant law. If a court holds that we cannot enforce a part of these Terms as written, you and we will replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of these Terms will remain in effect. This is the entire contract between you and us regarding the Service. It supersedes any prior contract or oral or written statements regarding your use of the Services.

25.2 Assignment and transfer. We may assign, transfer, or otherwise dispose our rights and obligations under this contract, in whole or in part, at any time without notice. You may not assign this contract or transfer any rights to use the Services unless we allow you to do so in writing.

25.3 Independent Contractors; No third-party beneficiaries. aDolus and you are not legal partners or agents; instead, our relationship is that of independent contractors. This contract is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors.

25.4 Waiver. The failure of either of us to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment to any extent of such right to assert or rely upon any such provision, right, or remedy in that or any other instance; rather, the same will remain in full force and effect.

25.5 Government Terms. If Customer is a U.S. government entity or if this Agreement otherwise becomes subject to the Federal Acquisition Regulations (FAR), Customer acknowledges that elements of the aDolus Service constitute software and documentation and are provided as “Commercial Items” as defined at 48 C.F.R. 2.101, and are being licensed to U.S. government User as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.

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