Encrypted ZIP (password=immunity)
Please note there are two tabs with notices to accept: the EULA notice, and the Export Control notice.
Export Control Notice
Last Updated: April 13, 2011 IMMUNITY PRODUCTS, LLC d.b.a. IMMUNITY SOLUTIONS SOFTWARE LICENSE AGREEMENT THIS LICENSE AGREEMENT (with the schedules annexed hereto, the “Agreement”) is made as of the day when registered on the download server (the “Effective Date”) between “Licensee”, the user of the software, whether corporate entity, government employee, or educational institute, and Immunity Products, LLC d.b.a. Immunity Solutions “Licensor”, a Delaware limited liability company with primary offices at 1130 Washington Avenue 8th Floor, Miami Beach FL, 33139. If the Licensee does not agree to the terms described within this document, the Licensee is not authorized to install, copy, or otherwise use the Software. W I T N E S S E T H: WHEREAS, Licensor is in the business, among other things, of licensing the proprietary software more particularly described in Schedule “A” attached hereto and made a part hereof, which in object code and together with registration key, documentation and other materials are collectively referred to herein as the “Software”; and WHEREAS, Licensor owns or has the necessary license to use and license all of the intellectual and other proprietary rights (including copyrights and trademarks) associated with the Software; and WHEREAS, Licensee wishes to obtain and Licensor is willing to grant to Licensee a non-exclusive license to Licensee to use the Software pursuant to the terms, conditions, and limitations hereinafter set forth. NOW, THEREFORE, in consideration of the mutual promises and obligations hereinafter contained, the parties have agreed as follows: 1. Grant of License, Term. 1.1 Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable, non-assignable right and license (the “License”) to access, download, install and use the Software on the licensed number of computers (identified in Schedule “A”) solely for the uses as set forth in Section 2 of this Agreement. Only Full-Time Employees of Licensee are permitted to use this software, and only on Licensee business. 1.2 The term of the License granted herein shall be in perpetuity (“Term”), unless otherwise terminated pursuant with this Agreement. 1.3 Licensor shall deliver to Licensee the Software and a copy of the documentation within five (5) business days of the Effective Date. 2. Scope and Use of License. 2.1 Licensee agrees that the License granted hereunder is limited to use the Software in connection with Licensee’s business in accordance with the terms of this Agreement. 2.2 Licensee shall not decompile, reverse compile, disassemble, decode or otherwise reverse engineer the Software. Licensee shall not modify, integrate or translate the Software or create any derivative works based on the Software. Derivative works include Intrusion Detection Systems or Intrusion Prevention Systems with signatures that have been created after reviewing the Software source code. Except as otherwise set forth in this Agreement, Licensee shall not publish, distribute, market, rent, lease, sublicense or assign all or any portion of the Software. Without limiting the generality of the foregoing, each of the following is a violation of the License: (a) porting Software or related technology or exploits to another framework or product; (b) using Software or portions of the Software as part of another product or service; (c) using Software, derivative works based on or partially on the Software, or knowledge gleaned from Software source code as part of an automated scanning service for third parties or any similar product or service; and/or (d) commercial redistribution of information gleaned from source code review. 2.3 Licensor reserves the right to terminate this Agreement if it has reason to believe Licensee is using the Software outside the scope of the License and Licensee fails to cure such default, and provide Licensor with appropriate documentation evidencing same, within five (5) days after being given written notice thereof. 2.4 Licensee acknowledges that as between the Licensor and Licensee, Licensor is and shall remain the sole owner of the copyrights, patents, trademarks, know-how, trade secrets and other intellectual and proprietary rights associated with the Software, including without limitation, programs, methods of processing, specific design and programming techniques contained therein and any corrections, fixes, enhancements, updates or other modifications to the Software, whether made by Licensor or any third party, as well as the goodwill associated therewith. Except as specifically set forth herein, Licensee shall have no right, title or interest in or to the Software. All rights not specifically granted herein are reserved to Licensor. 2.5 If Licensee creates, distributes, sells, or otherwise produces a software product used for anti-virus or anti-malware protection then Licensee will not include signatures for Software files or programs within their product. 3. Terms of Payment. 3.1 In full consideration for the License, Licensee shall pay to Licensor the fee (the “Fee”), in the amounts at the times and under the terms as set forth in Schedule B. 3.2 If any sums due remain outstanding more than ten (10) days from the date due, Licensor may assess, and Licensee shall pay, interest at the rate of seven percent (7%) per month on any outstanding balance due commencing on the 11th day from invoice date. Licensee may not withhold payment of any invoiced amount even if the subject to a good faith dispute. If any sums due remain outstanding more than ten (10) days from the invoice date, Licensor may suspend the License until any sums due are paid or may terminate the License pursuant to the provisions of paragraph 6.1. 3.3 Licensee on demand shall pay or reimburse Licensor for all duties, sales taxes, other taxes and other charges relating to the Software, the License or payments hereunder imposed by the United States taxing authorities, with the sole exception of taxes on Licensor’s income. 4. Maintenance. 4.1 At Licensee’s election, Licensor will provide maintenance support services to Licensee for an initial term of three (3) months from the Effective Date. Further maintenance support packages or updates purchased from Licensor shall be considered under this license. 4.2 If the Licensee elects to purchase maintenance support services, Licensor shall provide to Licensee back-end support services, including the identification of defective Software and providing corrections, workarounds and/or patches to correct defects or errors in such Software, except that Licensor shall have no obligation if Licensee makes any changes or modifications to the Software. In addition, Licensor shall provide Licensee with any error corrections and bug fixes to the Software simultaneously with its earliest release of such error corrections and bug fixes to other customers. 4.3 If Licensee elects to purchase the maintenance services as described in Section 4.1, Licensee shall pay to Licensor the additional fee (the “Maintenance Fee”). Licensor may, in its sole discretion, increase the Maintenance Fee for any renewal term, provided Licensor gives Licensee not less than fourteen (14) days prior written notice. 4.4 Maintenance and support services provided to Licensor, if any, shall be delivered electronically or by phone in the English language. Support in other languages may be possible from time to time. 5. Confidentiality. For purposes of this Agreement, “Confidential Information” includes all trade secrets and confidential information of Licensor including the Software (both source and object code), and documentation, algorithms, development techniques, methodologies, formulae, business plans, research and development strategies, customer and prospect names and lists, work product resulting from or related to the Software, internal personnel, financial, marketing and other business information, and product and service prices, as well as know-how and proprietary information related to the foregoing, (collectively, the “Confidential Information”). Licensee acknowledges that (i) pursuant to this Agreement, Licensee may learn of Confidential Information or otherwise have access to Confidential Information, of Licensor (ii) such Confidential Information constitutes highly valuable information of Licensor not generally known by Licensor’s competitors, and (iii) that disclosure of such Confidential Information to competitors of Licensor or other third parties would cause undue harm to Licensor. As such, except as otherwise expressly provided herein, Licensee will retain in strict confidence the Confidential Information and use its best efforts to protect the same by preventing unauthorized disclosure, copying, use, distribution, installation, or transfer of possession of the Confidential Information. If Licensee violates any of the provisions of this Agreement, including, but not limited to this Section 5, Licensor (in addition to any other and additional rights and remedies it may have at law, in equity, or by statute) shall be entitled to immediate and permanent injunctive relief, it being agreed that the damages that Licensor would sustain upon such violation are difficult or impossible to ascertain in advance. The posting of a bond shall not be required as a pre-condition to such injunctive relief. 6. Reciprocal Grant of License. If Licensee sends Licensor patches, source codes, or other information, this information, source codes, or similar, will be considered licensed to Licensor for distribution, sale, or inclusion with the Software or any other software of Licensor. Licensee hereby grants to Licensor and its assigns the irrevocable, permanent right to conduct security testing (including, but not limited to the right to disassemble, decompile, reverse engineer) on any software written or distributed by Licensee and to distribute and otherwise use the results of such testing. Licensee agrees that these rights superceed any and all licenses including those distributed with Licensee’s software as End User License Agreements. This clause shall survive any termination of this, or any other, license. Any information required to perform security testing or distribute the results of security testing shall not be considered Confidential information by the parties of this agreement. Any process conducted by Licensee to perform security testing shall not be considered outside of Licensee’s rights. This superceeds other agreements which may be entered into by Licensee or Licensor. 7. Termination. 7.1. Licensor may terminate the License by written notice to Licensee upon the occurrence of any one or more of the following events: (a) if Licensee is in default of any payment required to be made by Licensee hereunder when due as herein provided and such default continues for a period of ten (10) days after Licensor’s written notice thereof to Licensee; (b) immediately if Licensee shall have defaulted in observing or performing any covenant or agreement as set forth in Section 5 hereunder; or (c) any other violation or breach of the terms of this Agreement after thirty (30) days notice and the failure to cure (if such breach is capable of being cured). The provisions of such Section 2.3 shall govern any termination of this Agreement by Licensor for defaults by Licensee under Section 2.3 of this Agreement. In the event that the License is terminated, the maintenance services shall be deemed automatically terminated and Licensor shall have no obligation to refund to Licensee any portion of the Maintenance Fee. 7.2 The provisions contained in paragraphs 2.4, 2.5, 5, 7, 8 & 11 shall survive the termination of this Agreement. 7.3 After the termination of this Agreement, Licensee shall (i) have no further License or other rights with respect to the Software and (ii) return or destroy, if directed by Licensor, the Software including any and all back-up copies of the Software. 8. Warranties; Disclaimers and Limitation of Liability. 8.1 Disclaimer. EXCEPT FOR THE LIMITED WARRANTY SET FORTH HEREIN, THE SOFTWARE (INCLUDING ALL INFORMATION AND INTELLECTUAL PROPERTY CONTAINED THEREIN) IS PROVIDED “AS-IS”, AND NO WARRANTIES OF ANY KIND (INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT), EXPRESS, IMPLIED OR STATUTORY ARE MADE. LICENSOR DOES NOT WARRANT THE SOFTWARE WILL MEET LICENSEE’S SPECIFIC REQUIREMENTS OR WORK IN COMINATION WITH ANY HARDWARE OR SOFTWARE PRODUCTS PROVIDED BY THIRD PARTIES OR THAT THE OPERATION OF THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED. ANY THIRD PARTY SOFTWARE PROVIDED IN CONNECTION WITH THE TERMS HEREOF IS PROVIDED WITHOUT WARRANTY FROM LICENSOR. IF A SEPARATE END USER LICENSE AGREEMENT HAS BEEN PROVIDED FOR SUCH THIRD PARTY SOFTWARE, USE OF THAT THIRD PARTY SOFTWARE WILL BE GOVERNED BY THAT AGREEMENT. FOR ANY APPLICABLE WARRANTY, PLEASE REFER TO THE END USER LICENSE AGREEMENT GOVERNING THE USE OF THAT SOFTWARE.THE LIMITED WARRANTY PROVIDED TO LICENSEE HEREUNDER IS THE ONLY WARRANTY PROVIDED REGARDING THE SOFTWARE AND THE AGREEMENT. 8.2 Limitation of Liability. LICENSOR (INCLUDING ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO ANY PARTY FOR INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST DATA OR LOST OR ANTICIPATEDLOSS OF PROFITS, INTERRUPTION OF BUSINESS RELATED TO THIS AGREEMENT OR OTHER DAMAGES ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, INCLUDING NEGLIGENCE, STRICT LIABILITY, CONTRACT, WARRANTY, OTHER TORT OR OTHERWISE EVEN IF FORESEEABLE OR IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS ITS ESSENTIAL PURPOSE. IN ADDITION, LICENSOR’S OBLIGATION TO PAY ANY DAMAGES WILL IN ANY EVENT BE LIMITED TO AND WILL NOT EXCEED THE RETURN OF ANY LICENSE FEE PAID TO LICENSOR BY LICENSEE FOR THE SOFTWARE WHICH IS THE BASIS OF THE CLAIM(S). THE WARRANTY DISCLAIMER AND LIMITATIONS OF LIABILITYCONTAINED IN THIS PARAGRAPH 8 ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LICENSOR AND LICENSEE AND LICENSOR WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT SUCH LIMITATIONS. EXCEPT AS SET FORTH HEREIN, LICENSOR (INCLUDING ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) SPECIFICALLY DISCLAIMS LIABILITY FOR THE FITNESS, ACCURACY OR COMPLETENESS OF THE SOFTWARE AND FOR ANY AND ALL DAMAGE INCURRED WHILE USING THE SOFTWARE. LICENSEE ASSUMES ALL RISKS AS TO THE SUITABILITY OF THE SOFTWARE. 9. Indemnification. Licensee hereby agrees to defend, indemnify and hold harmless Licensor, its officers, directors, shareholders, employees and agents from and against any and all losses, claims, costs, damages, liabilities and expenses of any nature (including without limitation, attorneys’ fees) incurred, arising out of or related to or in connection with any breach of Licensee’s obligations, representations, duties or warranties contained herein including without limitation any claims arising out of the use of the Software. 10. Export. Licensee acknowledges that the Software may be subject to United States re-export regulations. Specifically, Licensee agrees and certifies that the Software, technical data or information provided by Licensor, or the direct product thereof, will not be re-exported except as permitted by United States laws and regulations, and the prior written authorization of Licensor. Licensee shall be solely responsible for compliance with all laws and regulations applicable to export of the Software outside of the United States of America pursuant to this Agreement. Licensee shall defend and indemnify Licensor against any costs, expenses, fines and other liability for failure to so comply, provided that Licensor shall cooperate with all reasonable requests from Licensee for information. 11. Entire Agreement; Modification. The terms and conditions herein contained constitute the entire agreement between the parties and supersede all previous commitments, agreements, and understandings, whether oral or written, between the parties hereto with respect to the subject matter hereof and no previous agreement or understanding varying or extending the same shall be binding upon any party hereto. Immunity reserves the right to modify this agreement for future versions of the software. 12. Severability. If a provision herein contained shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force or effect while such infirmity shall exist, but such infirmity shall have no effect whatsoever upon the binding force or effectiveness of any of the other provisions hereof, it being the intention of the parties hereto that had they, or either of them, known of such infirmity, they would have entered into a contract, each with the other, containing all of the other provisions hereof. 13. Governing Law, Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without giving effect to the conflicts of laws principles thereof. The parties hereto each hereby irrevocably submit to the exclusive jurisdiction and venue of the state courts of the State of Florida, Dade County, and to the jurisdiction of the United States District Court for the Southern District of Florida for the purposes of any suit, action or other proceeding arising out of or based upon this Agreement or the subject matter hereto. This Agreement shall not be governed by the UN Convention on Contracts for the International Sale of Goods and the parties explicitly disclaim the application thereof. 14. Force Majeure. In the event of a party failing to perform any obligation under this Agreement (except the making of any payment due under or pursuant to this Agreement) as a result of strike, lockout or other labor difficulties, fire, flood, act of God, embargo, act of war, regulation or restriction of government or law or any other occurrence of circumstance beyond the reasonable control of the party, that party shall not be liable in damages or otherwise for failure to perform that obligation and such failure shall not be a ground for terminating this Agreement. 15. Notices. Any notice or other communication required or made pursuant to this Agreement shall be in writing; shall be given either personally, by receipted mail, or by nationally recognized overnight courier (with receipt); and shall be deemed duly and properly given if and when mailed by special delivery with all charges prepaid, and addressed to the parties at the following addresses or to such other address as a party may by like notice designate: If to Licensor to: Immunity Products, LLC d.b.a. Immunity Solutions 1130 Washington Avenue 8th Floor Miami Beach, Florida, 33139 Attention: David Aitel, CEO with a copy to: Meister Seelig & Fein LLP 140 East 45th Street, 19th Floor New York, New York 10017 Attention: Mark J. Seelig, Esq. 16. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 17. Authority; Relationship. Each party represents and warrants that on this date they are duly authorized to bind their respective principals by their agreement. The parties hereto are independent contractors and nothing contained herein shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the parties. 18. Successors and Assigns. This Agreement will be binding on the parties’ respective successors and permitted assigns. This Agreement may not be assigned or sublicensed by Licensee without the prior written consent of Licensor and provided further, such assignee or sublicensee agrees to accept and be bound by the terms and conditions of this Agreement. 19. Headings. The headings and subheadings contained in this Agreement are for convenience of reference only and will not be considered in construing this Agreement. 20. Data All data and other information derived or resulting from, or collected through or in connection with, the use, installation, accessing and/or provision of the Software to or by Licensee (collectively, "Data") shall be and remain the property of Licensor. Licensee understands, acknowledges and agrees that Licensor may use such Data, as well as disclose and provide access to such Data to third parties, for any purposes whatsoever. SCHEDULE A THE SOFTWARE Software includes Immunity Software (“Software Products”) that is capable of testing network security. The Software Products are as follows: CANVAS SCHEDULE B Licensee shall pay Licensor or designated reseller the following fees: Fees as invoiced, per computer. The Software Fee shall be payable as follows: Payment in full payable on the Effective Date of this Agreement in a one-time lump sum payment of the full amount due.
We accept the license
CANVAS Export Control Notice CANVAS contains cryptographic software subject to the U.S. Export Administration Regulations (“EAR”) and has been assigned an export control classification number (“ECCN”) of 5D002. Diversion of CANVAS contrary to U.S. law is prohibited. Download of CANVAS outside the United States constitutes an export subject to the EAR. Shipping or carrying CANVAS across a border also constitutes an export or reexport subject to the EAR. Exports or reexports of CANVAS require the use of a license or license exception. CANVAS currently is authorized under the EAR for export or reexport (including by download) to non-government end-users in all countries with the exception of: Cuba, Iran, North Korea, Sudan, and Syria. CANVAS is also authorized under the EAR for export or rexport to government end-users in the following countries: Australia, Austria, Belgium, Bulgaria, Canada, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Japan, Latvia, Lithuania, Luxembourg, Malta, Netherlands, New Zealand, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, Switzerland, Turkey, and the United Kingdom. An export license will be required for export or reexport to government end-users in any country that is not listed above. CANVAS may not be downloaded, exported or reexported to, or used by, persons or entities that are prohibited from receiving U.S.-origin exports, including those identified on the Denied Persons List, the Entity List or the Specially Designated Nationals List. See http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm. By clicking the "Accept License" button one, you agree you have read the Export Control Notice, understand and acknowledge its requirements.
We understand the Notice
By clicking the "Download" button, along with the checkboxes, you are acknowledging that you have read and agree to the software license and export control notice above
Download CANVAS dependencies (Windows/OSX) here