GRC³ – Governance, Risk & Compliance platform

End-User License Agreement

This End-User License Agreement ("Agreement") governs the license and access of e-InnoSec software, subscriptions, services, and related documentation provided by e-InnoSec Ltd and its affiliates, unless you and e-InnoSec have signed a separate written agreement for those products or services.

By downloading, installing, accessing, or using the software, you accept this Agreement. If you are accepting on behalf of a business, government, or other entity, you represent that you have authority to bind that entity. You must be at least 13 years old to use e-InnoSec products and services.

Scope and Acceptance

This Agreement applies to e-InnoSec software, subscriptions, services, and related materials, including all affiliated products. If the customer obtains the products through an authorized reseller, partner, or distributor, the commercial arrangement with that partner is separate, but the customer's use of the software remains subject to this Agreement.

If you do not agree to these terms, or you do not have the authority to bind the customer, do not install, download, access, or otherwise use the software or services.

Definitions

Authorized Users

Customer-authorized employees, agents, and independent contractors who are assigned unique credentials to access the applicable software or subscription and to exchange messages about the services.

Customer / You / Your

The business, government, or other entity that accesses the software, subscriptions, and services, together with the individuals acting on its behalf.

Confidential Information

Any non-public information disclosed by one party to the other that should reasonably be understood as confidential because of its marking, the circumstances of disclosure, or the nature of the information itself.

Customer Data

Information submitted or provided by the customer and its Authorized Users for use with the software and services.

Documentation, Orders, and SOWs

The applicable user manuals, guides, online resources, purchase orders, quotations, and statements of work that describe the purchased software and services.

e-InnoSec IP

All e-InnoSec proprietary materials, including the software, subscriptions, alerts, reports, processes, templates, Documentation, and any other intellectual property created or provided by e-InnoSec.

Orders, Evaluations, and Customer Responsibilities

e-InnoSec will provide the software and services described in accepted Orders or Statements of Work, subject to this Agreement. If e-InnoSec makes Evaluation Products available, they are provided for internal evaluation only and on an as-is basis during the stated evaluation period, or for up to fifteen (15) days if no period is stated.

Customer is responsible for the following:

  • Using the software and services in compliance with this Agreement, the Documentation, and all applicable laws and regulations.
  • Ensuring the accuracy, quality, and legality of Customer Data and the rights and consents needed to use it.
  • Protecting login credentials, preventing unauthorized access, and notifying e-InnoSec promptly about any unauthorized use.
  • Obtaining all permissions from Authorized Users and other personnel needed for e-InnoSec to provide the software and services.

Evaluation Products are confidential e-InnoSec property. At the end of the evaluation period, evaluation access ends automatically, and the customer must delete or return the Evaluation Products if requested.

License Grant and Acceptable Use

e-InnoSec grants a limited, non-exclusive, non-transferable, and non-sublicensable right to install and use the software only for the customer's internal use and only while the Agreement remains in effect.

The customer and its Authorized Users must not:

  • Use the software to break the law, encourage illegal activity, or violate any applicable policy.
  • Send, upload, or publish content that is offensive, discriminatory, defamatory, obscene, or otherwise harmful.
  • Infringe any intellectual property rights or remove proprietary notices from the software or Documentation.
  • Transmit viruses, malware, or other harmful code, or try to gain unauthorized access to systems, data, or accounts.
  • Disrupt websites, software, servers, applications, or business operations belonging to e-InnoSec or any third party.
  • Claim ownership of the software, reverse engineer it, or modify its code except where law expressly allows it.

The license becomes effective once the customer accepts the Agreement and remains subject to any limitations listed in the applicable Order, Subscription Term, or Evaluation Product notice.

Privacy and Personal Information

e-InnoSec values the protection of personal information. The most current Privacy Policy explains what information may be collected, why it is collected, how it is used and shared, how it is stored, and how to contact e-InnoSec about privacy questions or concerns.

The customer should review the Privacy Policy carefully because it forms part of the way e-InnoSec describes data handling, support contact details, and user rights around personal information.

Term, Renewal, and Support

Each software license, subscription, or service term runs for the period stated in the applicable Order. If no period is stated, the relevant term runs for one (1) year from delivery or access and may renew automatically for additional one (1) year periods unless a party gives notice of non-renewal at least sixty (60) days before expiration.

Where support is provided, basic feature inquiries, troubleshooting, installation, and configuration support are generally available Monday through Friday.

e-InnoSec may issue maintenance patches, updates, and new releases, and may adjust support practices with advance notice where commercially reasonable.

Intellectual Property and Confidentiality

All rights, title, and interest in the e-InnoSec IP remain with e-InnoSec and its licensors. Customer Data remains the customer's responsibility and ownership interest, subject to the rights necessary for e-InnoSec to provide the services.

Each party must keep the other party's Confidential Information secure and use it only for the purposes permitted by this Agreement. Proprietary notices must not be removed, obscured, or altered.

The customer may not share, resell, sublicense, or make the software available to third parties except where e-InnoSec has given prior written consent or the Agreement expressly allows it.

Warranties, Open-Source Software, and Remedies

To the maximum extent permitted by law, the software, subscriptions, services, and Evaluation Products are provided "as is" and "as available" without warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted operation.

If the software includes open-source components, those components are governed by their own third-party licences. e-InnoSec makes no separate warranty for those components beyond what is required by the applicable open-source terms.

A breach of this Agreement may result in suspension, termination, removal of content, or other legal or equitable remedies available to e-InnoSec.

Indemnification

The customer agrees to defend, indemnify, and hold harmless e-InnoSec, its employees, and its agents from claims, losses, liabilities, damages, and reasonable legal fees arising out of or related to the customer's actual or alleged use or misuse of the software, subscriptions, or services.

  • Unauthorized disclosure or exposure of personal data or private information.
  • Claims that Customer Data infringes a third-party right.
  • Claims that the customer or its Authorized Users harass, defame, deceive, or otherwise harm a third party through the services.
  • Claims arising from use of the software or services in violation of this Agreement.

If either party seeks indemnification, the affected party must provide prompt notice, allow the indemnifying party control of the defense and settlement process, and reasonably cooperate at the indemnifying party's expense.

Limitation of Liability

Except where the law does not allow the limitation, neither party will be liable for special, incidental, consequential, or exemplary damages, including lost profits or lost savings, even if the party was advised that those damages were possible.

Subject to the exclusions stated in the Agreement, a party's total liability arising out of the Agreement is capped at the total amounts received by e-InnoSec for the relevant software, subscriptions, or services during the six (6) months before the event that first gave rise to the claim.

Notices and Miscellaneous

Notices must be in writing and are effective when delivered personally, digitally, by courier, or by registered mail in accordance with the notice provisions of the Agreement.

This Agreement shall be governed by and construed in accordance with the laws of India. Any disputes arising under this Agreement shall be resolved exclusively in the courts located in India, subject to the applicable mandatory laws of India.

The parties also agree to anti-corruption and anti-bribery obligations, reasonable update and change processes, limited assignment rights, force majeure protections, legal fee recovery where allowed, no third-party beneficiaries, and standard waiver and severability rules.

Exhibit: Additional Terms for e-InnoSec Software and Services

The exhibit applies additional operational rules to e-InnoSec software and services, including the right to access the products for the customer's internal use during the applicable Subscription Term and subject to the applicable Order.

Key exhibit obligations include:

  • Keeping the number of Authorized Users within the limit stated in the applicable Order.
  • Using only email addresses that the customer owns or is authorized to use.
  • Not uploading or transmitting abusive, unlawful, infringing, fraudulent, destructive, or deceptive content through the software and services.
  • Not disassembling, decompiling, reverse engineering, or otherwise trying to discover source code or underlying algorithms except where law expressly permits.
  • Maintaining compliance with all Intellectual Property Rights notices and proprietary markings.

The exhibit also covers scheduled maintenance, updates, customer cooperation obligations, and the ability for e-InnoSec to investigate and enforce violations of the policy or Agreement.