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Security Insight
Licence Agreement
1.1 The LAB3 Group (being LAB3 Pty Ltd and LAB3 NZ Limited) (us, we) has developed as-code security solutions known as Security Insight and a data feed of indicators of compromise known as Security Threat Intelligence (together Security Insight).
2.1 These Licence Agreement terms (Terms) govern access to and use of Security Insight, including all associated features and functionalities, by individuals or organisations who purchase, or otherwise use, Security Insight (Licensee, you, your).
2.2 By deploying, accessing, or using Security Insight, or requesting us or a third party to do so on your behalf, you accept these Terms as a binding contract (whether on behalf of yourself or a legal entity you represent).
2.3 Where these Terms are accepted on behalf of a legal entity, that legal entity is responsible for:
(a) identifying and authenticating Personnel who are authorised to access and use Security Insight;
(b) approving access by such authorised Personnel; and
(c) controlling against unauthorised access by any Personnel.
2.4 If you do not accept and comply with these Terms, you may not accss or use Security Insight.
3.1 These Terms take effect and bind the Parties from the date Security Insight is deployed in your environment.
3.2 These Terms will continue to apply to, and govern your use of, Security Insight until the later of:
(a) when Security Insight is removed from your environment; or
(b) until these Terms are termianted in accordance with clause 18.
4.1 Subject to payment of all applicable Licence Fees, we hereby grant you a non-transferrable, non-exclusive, royalty-free licence to access and use Security Insight during the Licence Duration only, and strictly in accordance with these Terms.
5.1 You must pay the applicable Licence Fees for Security Insight, which will be charged either directly by us or through a third party.
5.2 You will be charged the applicable Licence Fees for so long as Security Insight remains deployed in your environment and until all instances of Security Insight have been deleted from your environment.
6.1 You must comply with any reasonable directions as notified by us to you from time to time in relation to your access to and use of Security Insight.
6.2 You must not (and you must ensure that your Personnel do not) do, or attempt to do, any of the following:
(a) allow access to Security Insight by anyone other than properly authorised Personnel;
(b) sell, sub-licence, distribute or transfer any part of your right to access and use Security Insight;
(c) use Security Insight in any way or for any purpose other than as specifically contemplated by these Terms;
(d) download, modify, adapt, translate, de-compile, disassemble, copy, reproduce, create or reverse engineer or reverse compile Security Insight (or any part of it);
(e) circumvent or break any encryption, decryption or other security device or technology measure(s) contained in Security Insight or that control access to or use of Security Insight;
(f) interfere with or disrupt Security Insight;
(g) copy, share, distribute, alter, customise, modify or create derivative works of Security Insight;
(h) tamper with, hinder the operation of or make unauthorised modifications to Security Insight;
(i) use data mining or similar data gathering tools or attempt to copy any of the data available on Security Insight; or
(j) use Security Insight for any unlawful purpose.
7.1 We will provide support services for Security Insight only where support services have been purchased by you.
7.2 Where you have purchased support services then, regardless of which feature release or module of Security Insight was purchased by you, we will only support:
(a) the current feature release or module of Security Insight; and
(b) the immediately preceding feature release or module of Security Insight for 60 days after the release date of the current feature release or module,
unless we expressly agree otherwise.
7.3 To the extent permitted by law, all other support and warranties relating to previous feature releases or modules of Security Insight end when a new feature or module is released.
7.4 Unless expressly agreed otherwise, upgrades and updates to Security Insight are not included in the Licence Fee and will be at your cost.
7.5 During the Licence Duration we may, in our absolute discretion, update and/or patch Security Insight as we deem necessary, provided that such patches or updates do not adversely affect the environment in which Security Insight is deployed.
8.1 You are solely responsible (at your own cost) for:
(a) acquiring your own Microsoft Sentinel licence (and any other required licences or platforms) and complying with any licence or other terms that apply to your use of Microsoft Sentinel or other platform;
(b) providing all equipment, software and internet access necessary to access and use Security Insight;
(c) ensuring that your IT environment (and the IT environment of your users) interfaces with and is compatible with Security Insight; and
(d) the security and use of log-in details and access credentials, and all access to and use of Security Insight.
8.2 You must:
(a) provide us with all reasonable assistance and cooperation as reasonably requested by us from time to time in the provision of Security Insight, including (where applicable) by providing access to relevant platforms and systems upon which Security Insight is deployed;
(b) monitor and restrict access to Security Insight source artifacts (including code, documentation and configurations) only to your representatives and service providers approved by us;
(c) immediately report any security violations or misuse of Security Insight to us;
(d) not alter, change, remove or obscure any notices or other indications (including copyright notices) as to ownership of Security Insight;
(e) act reasonably and in good faith in exercising any right, remedy, discretion or obligation under these Terms, at law or otherwise; and
(f) comply at all times with applicable laws, protocols, policies, guidelines and any reasonable directions issued by us from time to time.
8.3 If any delay or failure by us to comply with our obligations under these Terms is caused or contributed to by any failure by you or your Personnel to comply with your obligations under these Terms, then we will not be responsible for the delay or failure.
8.4 We may audit your use of Security Insight at any time (subject to us providing you with reasonable notice) and you agree to comply with our audit requests and audit processes.
8.5 We may suspend your access to Sentinel Insight at any time if required under law or if we reasonably consider that you are in breach of these Terms.
9.1 You agree that we may:
(a) collect and compile diagnostic, statistical, performance, technical, usage and related information regarding your use of Security Insight (Security Insight Data); and
(b) use Security Insight Data to:
(i) monitor your use of Security Insight;
(ii) monitor your compliance with your obligations under these Terms;
(iii) improve Security Insight; and
(iv) for internal business purposes.
9.2 You also agree that we may use Security Insight Data on a de-identified anonymised basis, without cost and at our discretion, to:
(a) publicise, market and sell Security Insight; and
(b) supply Security Insight and related products and services to our partners and clients,
and for any other purposes permitted by Law.
9.3 As between you and us, all right, title and interest in Security Insight Data, and all Intellectual Property Rights in Security Insight Data belong to and are retained solely by us.
10.1 You acknowledge that any log-in details and access credentials used to access Security Insight are confidential and must ensure that this information is kept secure from unauthorised access, use or modification.
10.2 You are solely responsible for any use (or misuse) of Security Insight arising from a failure to keep information secure in accordance with clause 10.1.
11.1 We are the owner or authorised licensee of all Intellectual Property Rights subsisting in Security Insight (including in any augmentations, modifications, improvements or enhancements to, or derivatives of, Security Insight) and any other materials provided by or on behalf of us to you in connection with these Terms (Security Insight IP).
11.2 Nothing in these Terms assigns or transfers ownership of any Security Insight IP.
11.3 Intellectual Property Rights in any modules or materials (including any software, documents, results, information, data and business processes) created or developed by us (whether or not for you, us, or a third party) through use of Security Insight, and otherwise in the performance of these Terms will, upon their creation, immediately vest in and be exclusively owned by us.
11.4 You must not (and ensure that your Personnel and service providers do not) provide any third party with access to, or use of, Security Insight or any Security Insight modules (whether such modules were developed by us, you, or your service provider) for use outside your organisation.
11.5 You assign to us immediately on creation any and all Intellectual Property Rights created or developed by you or on your behalf through your use of Security Insight.
12.1 Each Party agrees to keep confidential, and not to use or disclose, other than as permitted in these Terms, any Confidential Information of the other Party, except:
(a) as required by law, a regulatory authority, or a stock exchange, provided that it gives the other Party written notice prior to disclosure;
(b) with the prior written consent of the Party who supplied the information;
(c) if the information is in the public domain or comes into the public domain other than as a result of breach of these Terms;
(d) if the recipient Party already knew or had, on a non-confidential basis, the information before receiving it; or
(e) if the recipient Party independently developed or acquired the information, without a breach of these Terms or other breach of confidence.
12.2 Each Party agrees to take all prudent steps, including maintaining effective security measures, to protect the Confidential Information of the other Party from unauthorised access, use, copying or disclosure.
12.3 Each Party must only use Confidential Information of the other Party for the purpose for which it was disclosed in connection with these Terms.
13.1 If a Dispute arises, neither Party may not commence any proceedings relating to the Dispute unless it has first complied with this clause 13, except where a Party seeks urgent interlocutory relief.
13.2 A Party claiming a Dispute has arisen must give written notice to the other Party specifying the nature of the Dispute.
13.3 On receipt of that notice, the Parties must use all commercially reasonable endeavours to resolve the Dispute by discussion, consultation, negotiation, mediation or other informal means.
13.4 If the Dispute is not resolved within 15 business days of notice being given pursuant to clause 13.2 (or within such further period agreed in writing by the Parties), the applicable Dispute resolution process below will be followed by the Parties.
13.5 While the relevant Dispute resolution procedure is being followed, both Parties must continue to fulfil their obligations under these Terms.
13.6 If you are incorporated in Australia or New Zealand, the Dispute will be referred to, and finally resolved by, arbitration in Melbourne, Australia in accordance with the Australian Centre for International Commercial Arbitration (ACICA) Expedited Arbitration Rules for the time being in force, which rules are deemed to be incorporated by reference in this clause 13. The number of arbitrators will be one. The language of the arbitration will be English. The award of the arbitrator will be final and binding on the Parties.
13.7 If you are not incorporated in Australia or New Zealand, the Dispute will be referred to, and finally resolved by, arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (SIAC Rules) for the time being in force, which rules are deemed to be incorporated by reference in this clause 13. The number of arbitrators will be one. The language of the arbitration will be English. The award of the arbitrator will be final and binding on the Parties.
13.8 THE PARTIES EXPRESSLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL FOR THE PURPOSES OF LITIGATING DISPUTES UNDER THESE TERMS.
13.9 Each Party agrees that any Dispute must be brought in the respective Party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff or similar proceeding (Class Action).
13.10 The Parties expressly waive any ability to maintain any Class Action in any forum in connection with any Dispute. An arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a Party to the arbitration.
13.11 Any claim that all or part of this Class Action waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.
14.1 We warrant that Security Insight will substantially conform to any applicable product and service specifications that we provide to you in writing.
14.2 Your sole and exclusive remedy, and our sole liability, under or in connection with a breach of clause 14.1, will be the re-supply of Security Insight in accordance with the warranty in clause 14.1, or if this is commercially impracticable, termination of these Terms and a refund of any unused pre-paid Licence Fees for the remaining period in the Licence Duration as at the date of termination.
14.3 TO THE EXTENT PERMITTED BY LAW AND SUBJECT TO ANY NON-EXCLUDABLE TERMS AND ANY EXPRESS WARRANTIES IN THESE TERMS, SECURITY INSIGHT IS PROVIDED BY US “AS IS”. TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES, REPRESENTATIONS, IMPLIED TERMS AND GUARANTEES NOT EXPRESSLY STATED IN THESE TERMS, INCLUDING ANY WARRANTY OR REPRESENTATION THAT SECURITY INSIGHT WILL BE FIT FOR ANY PARTICULAR PURPOSE OR WILL BE ERROR-FREE OR UNINTERRUPTED. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE OUTPUTS OF SECURITY INSIGHT OR ANY RESULTS OF USE OF SECURITY INSIGHT.
14.4 IN PARTICULAR, AND WITHOUT LIMITING CLAUSE 14.3, WE DO NOT TAKE ANY RESPONSIBILITY FOR, DO NOT SUPPORT, AND ARE NOT LIABLE IN ANY WAY TO YOU FOR ANY THIRD PARTY SERVICES, PRODUCTS, PLATFORMS OR ADD-INS (THIRD PARTY SERVICES) OR FOR ANY FAILURE OF SECURITY INSIGHT CAUSED BY SUCH THIRD PARTY SERVICES (INCLUDING ANY CHANGES TO ANY SUCH THIRD PARTY SERVICES).
14.5 We will use commercially reasonable efforts to ensure that Security Insight is free of any Malicious Code.
14.6 For the avoidance of doubt, nothing in these Terms is intended to exclude any guarantees which by law cannot be excluded or modified. If we are liable for breach of any guarantee or warranty that cannot be excluded or modified by law, then to the extent permitted by law, our liability for that breach will be limited to (at our discretion) re-supplying Security Insight or payment of the cost of having Security Insight supplied again in accordance with the respective guarantee.
14.7 You acknowledge and agree that:
(a) it is your responsibility to test Security Insight in a development environment before it is deployed in a production environment;
(b) we are not responsible for the outcomes of any customisation by you of Security Insight;
(c) any use of, or reliance on, information which is made available to you through Security Insight is undertaken entirely at your own risk; and
(d) we do not control the transfer of data over the internet and that access to Security Insight may be subject to limitations, delays, and other problems inherent in the use of the internet.
15.1 You agree to indemnify, defend and hold harmless us and our Related Bodies Corporate and each of our directors, officers, agents and employees, from and against any Loss (including Loss arising in connection with third party claims) suffered, paid, or incurred by us arising out of or in connection with:
(a) any breach by you or your Personnel of these Terms, except to the extent that such Loss is caused or contributed to by us; or
(b) any claim relating to Loss suffered as a result of your reliance on any information or results provided through Security Insight.
16.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE TO YOU, YOUR PERSONNEL OR TO ANY OTHER PARTY FOR ANY CONSEQUENTIAL LOSS ARISING FROM OR RELATING TO SECURITY INSIGHT OR THESE TERMS, WHETHER FORESEEABLE OR UNFORSEEABLE, AND WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRETATATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHER CAUSE OF ACTION.
16.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL OUR MAXIMUM CUMULATIVE LIABILITY TO YOU (INCLUDING YOUR PERSONNEL) ARISING OUT OF OR IN CONNECTION WITH SECURITY INSIGHT OR THESE TERMS EXCEED THE AMOUNTS PAID BY YOU FOR SECURITY INSIGHT IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE ON WHICH THE LIABILITY AROSE, UP TO A MAXIMUM OF USD $100,000.
16.3 Nothing in these Terms limits or excludes the liability of a Party for:
(a) personal injury or death, or damage to or loss of real or personal property;
(b) a breach of clause 5.1 (Licence Fees); or
(c) acts of fraud, misrepresentation or wilful misconduct.
17.1 IT IS YOUR RESPONSIBILITY TO EXAMINE AND TEST SECURITY INSIGHT AFTER IT HAS BEEN DEPLOYED IN YOUR ENVIRONMENT TO DETERMINE WHETHER IT IS ACCEPTABLE TO YOU AND ADEQUATE AND SAFE FOR YOUR NEEDS AND USES.
17.2 YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR YOUR USE OF AND RELIANCE ON SECURITY INSIGHT.
17.3 YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS AND THAT THE LICENCE IS CONDITIONED ON YOUR REPRESENTATION TO US THAT YOU HAVE ACCEPTED AND AGREE TO BE BOUND BY THESE TERMS.
18.1 Where not inconsistent with any other agreement relating to Security Insight (including a statement of work, master services agreement, partner agreement, work order or purchase order with us or an agreement you have with a third party in relation to Security Insight), you may cancel your Security Insight licence and terminate these Terms for your convenience at any time by providing us at least 30 days’ notice in writing.
18.2 We may terminate all or part of these Terms and/or suspend your access to and use of Security Insight:
(a) if you have not paid a correctly rendered and undisputed invoice issued by us or a third party by its payment due date; or
(b) immediately if you breach these Terms.
19.1 Upon termination or expiry of these Terms:
(a) your licence to access and use Security Insight will immediately cease;
(b) we will be entitled to suspend your access to and use of Security Insight; and
(c) unless otherwise agreed, you must delete Security Insight from your environment.
19.2 You acknowledge where you purchased Security Insight for a defined term, that term represents a minimum commitment by you. If you cancel your Security Insight purchase during that term, or if these Terms are terminated by us during that term, then:
(a) where you have paid in advance, you will forfeit any Licence Fees paid prior to the date of termination and not be entitled to any refund; or
(b) where you have not paid in advance, you will be liable to pay the Licence Fees that would otherwise have been payable over that defined term.
19.3 Despite any other provision of these Terms, any obligations which are expressed to or, by their nature, survive expiry or termination of these Terms and will continue to the benefit of and be enforceable by us.
20.1 You agree to permit us to associate all relevant Microsoft attributions with ourselves in your systems. This may include enabling ourselves as your DPOR (Digital Partner of Record) and/or enabling us to link or associate our Microsoft Partner ID (through PAL (Partner Admin Link) or CPOR (Claiming Partner of Record)) to your Microsoft licences, products and consumption through subscription(s).
21.1 The following clauses apply if you are a U.S. Government End User.
21.2 Security Insight is a “commercial item,” as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (Sept. 1995).
21.3 Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire Security Insight with only those rights set forth in these Terms.
21.4 Security Insight (including related documentation) is provided to U.S. Government End Users:
(a) only as a commercial end item; and
(b) only pursuant to these Terms.
21.5 With respect to end-users that are of any other government, similar conditions are likewise agreed upon between the Parties, to the effect that you hereby acknowledge that Security Insight constitutes a pre-existing commercial product developed at private expense and provided to you only in accordance with these Terms and you have no rights not explicitly granted by us under these Terms.
22.1 You represent and warrant that you will not:
(a) export, re-export or otherwise make available or provide access to or use of Security Insight to any party that is:
(i) listed on:
(A) any of the sanctions or designated persons or parties lists administered and enforced by the U.S. Treasury Department’s Office of Foreign Assets Control, the U.S. Commerce Department or the U.S. State Department;
(B) the European Commission’s “Consolidated list of persons, groups and entities subject to EU financial sanctions”;
(C) the United Kingdom HM Treasury’s Office of Financial Sanctions Implementation’s “Consolidated List of Financial Sanctions Targets in the UK”; or
(D) such other applicable list maintained by a relevant government agency; or
(ii) located in (or a national of) a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; or
(b) permit any of your Personnel to access or use Security Insight in violation of any applicable export control or economic sanctions Laws.
23.1 Order of precedence: In the case of any conflict or inconsistency between these Terms and the terms of any other agreement between the Parties (including a statement of work, master services agreement, partner agreement, work order or purchase order) then these Terms will take precedence in relation to the subject matter of these Terms.
23.2 Waiver: No waiver of a right or remedy under these Terms is effective unless it is in writing and signed by the Party granting it.
23.3 Rights cumulative: Except as expressly stated otherwise in these Terms, the rights of a Party under these Terms are cumulative and are in addition to any other rights of that Party.
23.4 Consents: Except as expressly stated otherwise in these Terms, a Party may conditionally or unconditionally give or withhold any consent to be given under these Terms and is not obliged to give its reasons for doing so.
23.5 Further steps: Each Party must promptly do whatever the other Party reasonably requires of it to give effect to these Terms and to perform its obligations under it.
23.6 Governing law and jurisdiction: These Terms are governed by and are to be construed in accordance with the laws applicable in the State of Victoria, Australia.
23.7 Assignment: A Party must not assign or deal with any right under these Terms without the prior written consent of the other Party. Any purported dealing in breach of this clause 23.7 is of no effect.
23.8 Relationship of Parties: These Terms are not intended to create a partnership, joint venture or agency relationship between the Parties.
In these Terms:
Confidential Information of a Party means in respect of a Party (the disclosing Party) any information obtained by the other Party from the disclosing Party or any Personnel or Related Body Corporate of the disclosing Party that is by its nature confidential, is designated as confidential by the disclosing Party or that the other Party knows or ought reasonably to know is confidential.
Consequential Loss means any consequential, indirect, special, incidental, reliance or exemplary losses or damages, including:
(a) loss of revenue, profit, anticipated profit, investment, production, use, opportunity, savings, anticipated savings, contracts or goodwill;
(b) costs of procurement of substitute goods, deliverables, services, rights or technology or wasted overheads;
(c) loss, damage or corruption of data or interruption in use or availability of data;
(d) any loss not arising naturally (that is, according to the usual course of things) from the relevant breach, act or omission,
even if a Party had been advised of the possibility of such losses or damages and whether or not such loss may reasonably be supposed to have been in the contemplation of the Parties, at the time they entered into these Terms, as the probable result of the relevant breach, act or omission.
Dispute means any dispute, controversy or claim arising out of, relating to or in connection with these Terms, including any question regarding their existence, validity, termination, breach, enforcement or interpretation.
Intellectual Property Rights means any rights normally covered with this term and includes existing and future copyrights, rights in designs, patents, trademarks all rights in any applications or registrations of those rights whether registered or unregistered (and whether registrable or not) and existing anywhere in the world.
Licence Duration means the period referred to in clause 3.
Licence Fees means the fees payable by you for the provision of Security Insight either directly by us or through a third party provider.
Loss means loss, damage, claim, liability, charge, expense, outgoing or cost (including all legal and other professional costs on a full indemnity basis) of any nature or kind.
Malicious Code means code, files, scripts, agents or programs designed or intended to do harm, such as disabling or impeding the normal operation of, or providing unauthorised access to, networks, systems, software or environments (including viruses, worms, time bombs and Trojan horses).
Parties means us and you and Party means either us or you, as the context requires.
Personnel means, in relation to an entity, that entity’s directors, officers, employees, agents, service providers and contractors and includes directors, officers, employees and agents of that Party’s contractors.
Related Body Corporate has the meaning given in the Corporations Act (Cth) 2001.
U.S. Government End User means any agency or entity of the government of the United States.
Unless expressed to the contrary, in this document:
(a) includes means includes without limitation;
(b) a reference to:
(i) a person includes a partnership, a joint venture, an unincorporated association, a corporation and a government or statutory body or authority;
(ii) a person includes the person’s legal personal representatives, successors, assigns and persons substituted by novation;
(iii) this document includes all schedules and annexures to it; and
(c) headings do not affect the interpretation of this document.