END USER LICENSE AGREEMENT, TERMS, AND CONDITIONS

• By using SIRP, you accept and are bound by these Terms. These Terms are subject to change by SIRP Labs Ltd. (referred to as “SIRP Labs”, “us”, “we”, or “our” as the context may require) without prior written notice at any time, in our sole discretion.
• The latest version of these Terms will be posted on this Website, and you should review these Terms prior to purchasing any product or services that are available through SIRP’s website.
• Your continued use of SIRP after a posted change in these Terms will constitute your acceptance of and agreement to such changes.  

• “End User Content” means certain data, content, or materials provided by you (“End User”) when using SIRP.
• End User is solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and copyright of all End User Content.
• End User shall obtain and maintain any rights, consents, and approvals required to grant SIRP Labs and authorized third parties the right to access and use any End User Content for the purposes described herein.
• “Malicious Code” means viruses, worms, time bombs, Trojan horses, and other harmful or malicious code, files, scripts, agents, or programs.  
• “SIRP” SOAR platform means the generally available web-based, on-line, hosted software as a service listed in your contract and provided by SIRP Labs for use with other services provided to the End User.  

• Grant. Subject to the terms and conditions of these Terms, SIRP Labs hereby grants to End User, and End User’s authorized users who have been registered with SIRP Labs, a non-exclusive and nontransferable license, during the term of your contract, to access and use SIRP via the Internet or Intranet.
• End User agrees that its purchase of subscription(s) for SIRP is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by SIRP Labs with respect to future functionality or features.
• Upon expiration or termination of your contract, the rights and licenses granted will automatically terminate, and End User may not continue to use SIRP.  
• Restrictions. The license granted is conditioned upon End User’s compliance with the terms and conditions of these Terms. End User may use SIRP solely for its own personal or organizational purposes, in compliance with applicable law, and shall not:
• permit any third party to access SIRP except as permitted herein,
• create derivative works based on SIRP;
• modify, reverse engineer, translate, disassemble, or decompile SIRP, or cause or permit others to do so;
• access SIRP in order to
• build a competitive product or service, or
• copy any ideas, features, functions, or graphics of SIRP;
• and remove any title, trademark, copyright, and/or restricted rights notices or labels from SIRP.  Violation of any provision of this Section shall be the basis for immediate termination of SIRP access by SIRP Labs. 
• Reserved Rights. SIRP Labs hereby reserves all rights in and to SIRP SOAR not expressly granted in these Terms. Nothing in these Terms or your contract shall limit in any way SIRP Labs’s right to develop, use, license, create derivative works of, or otherwise exploit the SIRP SOAR platform or to permit third parties to do so. 

• SIRP Labs Responsibilities. SIRP Labs shall endeavor to respond to End User’s support inquiries within a reasonable time, provided that End User supplies SIRP Labs with any information and/or materials reasonably requested, including without limitation any information needed to replicate, diagnose, and correct any error or other problem reported by End User relating to the access or use of SIRP. Information that SIRP Labs may request to aid in the diagnosis and resolution efforts may include:
• the name and contact information of the reporting person;
• symptoms of the suspected failure;
• any testing performed by End User with respect to the suspected failure; and
• whether use of SIRP may be temporarily suspended by SIRP Labs for testing purposes.
• SIRP Labs shall respond only to support inquiries originated by End User, and End User shall be responsible for responding to the support inquiries of its authorized users.  b. End User Responsibilities.

End User shall be responsible for its and its authorized users’ compliance with these Terms and shall be responsible for the End User Content. End User shall not

• use SIRP to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of thirdparty privacy rights,
• use SIRP to store or transmit Malicious Code,
• interfere with or disrupt the integrity or performance of SIRP or third-party data contained therein or any systems or networks or violate the regulations, policies, or procedures of such networks used with SIRP,
• attempt to gain unauthorized access to the SAAS Service or its related systems or networks, the SIRP Labs data or the data of any other SIRP Labs customers, or
• harass or knowingly or intentionally interfere with another SIRP Labs customer’s use and enjoyment of SIRP.
• Any conduct by End User that in SIRP Labs’s sole discretion restricts or inhibits any other SIRP Labs customer from using or enjoying SIRP is expressly prohibited. End User will use commercially reasonable efforts to prevent unauthorized access to, or use of, SIRP, and notify SIRP Labs promptly of any such unauthorized access or use.   
• Username and Password.  End User is solely responsible for maintaining the confidentiality of each username and password used with End User accounts. End User is solely responsible for any and all activities that occur under all End User’s accounts. End User agrees to notify SIRP Labs immediately of any unauthorized use of End User’s accounts or any other breach of security. SIRP Labs will not be liable for any loss that End User may incur as a result of someone else using End User’s passwords or accounts, either with or without the End User’s knowledge. 
• Reserved Rights.  SIRP Labs reserves the right in its sole discretion to decline to license access and use of SIRP to End User.  SIRP Labs further reserves the right in its sole discretion to terminate End User’s license to access and use SIRP, at any time, for reasons including, but not limited to, a breach or other violation of the terms and conditions set forth in these Terms; abuse of SIRP or SIRP Labs’s underlying systems; illegal or misrepresentative use of SIRP or underlying systems; and acts or circumstances detrimental to SIRP Labs, its other customers, associates, business partners, suppliers, or others, whether or not such circumstances are directly under the control of End User.

SIRP Labs shall promptly communicate to End User its decision to terminate End User’s license to access and use SIRP pursuant to this Section as well as, if it so chooses, the relevant reason(s) for such termination.
End User agrees to provide any assistance reasonably requested by SIRP Labs in connection with such termination.  Termination shall be without any liability to End User whose access and use license is terminated. 

• Intellectual Property Rights. 
• General. All right, title, and interest in and to SIRP, SIRP Labs’s Confidential Information, including, without limitation, all modifications, enhancements, and intellectual property rights thereto, shall belong solely to SIRP Labs and/or its applicable licensors. 
• Ownership of End User Content. End User exclusively owns all right, title, and interest in and to the End User Content and End User Confidential Information. In the event of termination or expiration of your contract, and if legally permissible and requested by End User within thirty (30) days of such termination or expiration, SIRP Labs agrees to:
• return to End User the End User Content; or
• destroy or permanently erase the End User Content. After such 30-day period, SIRP Labs will have no other further obligation to maintain or provide access to End User Content, and shall have the right to destroy the End User Content and permanently erase the End User Content without any liability to End User.  
• Derived Data. Notwithstanding anything to the contrary, SIRP Labs shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the services provided to End User and related systems and technologies (including, without limitation, information concerning End User Content and data derived therefrom), and SIRP Labs will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the services and for other development, diagnostic and corrective purposes in connection with the services and other SIRP Labs offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. 
• Suggestions. SIRP Labs shall exclusively own all right, title, and interest in and to any suggestions, ideas, enhancement requests, recommendations, or other feedback provided by End User relating to SIRP. 
• Survival.  The terms of this Section shall survive termination or expiration of your contract.  
• Confidential Information.   
• Each party (the “Disclosing Party” for purposes of this Section 6) may disclose to the other party (the “Receiving Party” for purposes of this Section 3) certain non-public information relating to such party’s business, including, without limitation, technical, marketing, financial, personnel, planning, and other information that is marked confidential, or which the Receiving Party should reasonably know to be confidential given the nature of the information and the circumstance of disclosure (“Confidential Information”). The Receiving Party agrees that it will not disclose Disclosing Party’s Confidential Information except
• to the employees, contractors, advisors, or agents of the Receiving Party to the extent that they need to know that Confidential Information for the purpose of performing such party’s obligations under your contract, and who are bound by confidentiality terms with respect to that Confidential Information no less restrictive than those contained in this Section 6; or
• as required to be disclosed by law, to the extent required to comply with that legal obligation, provided that the Receiving Party will promptly notify the Disclosing Party of such obligation, unless otherwise prohibited by such law or legal obligation.   
• With respect to SIRP subscribed to by End User, the definition of Confidential Information set forth in these Terms shall include the End User Content and SIRP (including all underlying software and systems of SIRP Labs used with SIRP), subject to the exceptions set forth in these Terms.   
• The terms of this Section 6 shall survive the termination or expiration of your contract. 
• Warranties.  SIRP Labs warrants during the term of your contract that SIRP will be free of material defects and will function in substantial conformance to its documentation provided to End User by SIRP Labs, which provision may be through this Website, and which documentation sets out a description of SIRP and the instructions for use of SIRP.

SIRP Labs DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE FUNCTIONS PERFORMED BY SIRP WILL MEET END USER’S REQUIREMENTS, THAT THE OPERATION OF SIRP WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL DEFECTS IN SIRP WILL BE CORRECTED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AND SIRP Labs DISCLAIMS ANY AND ALL OTHER WARRANTIES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, ORAL, OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, REASONABLE CARE, AND/OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT SIRP Labs KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE). TO THE EXTENT PERMITTED BY APPLICABLE LAW, SIRP Labs FURTHER DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, AND/OR REPRESENTATIONS OF TITLE AND NON-INFRINGEMENT. SIRP ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIRP Labs OR ITS EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF SIRP Labs’S OBLIGATIONS HEREUNDER. No action for breach of the limited warranty set forth in this Section 7 may be commenced more than one (1) year following the expiration of the term of your contract.  

• Application Upgrades.  SIRP include all maintenance and upgrades.  Each of SIRP Labs’s releases may incorporate major new features or enhancements that increase the core functionality of SIRP. 
• Access and Monitoring.  SIRP Labs and its authorized subcontractors may access End User’s account and End User Content as necessary to identify or resolve technical problems or respond to complaints about SIRP or as may be required by law. SIRP Labs shall also have the right, but not the obligation, to monitor SIRP to determine End User’s compliance with these Terms. Without limiting the foregoing and with two (2) days prior notice, SIRP Labs shall have the right to remove any material submitted to SIRP that SIRP Labs finds to be in violation of the provisions of these Terms.