End User License Agreement
VENAFI END USER LICENSE AGREEMENT
Last updated on April 25, 2023
*** IMPORTANT ***
PLEASE SCROLL THROUGH AND READ THIS AGREEMENT CAREFULLY IN ITS ENTIRETY BEFORE CONTINUING WITH THIS INSTALLATION OF THE SOFTWARE. BY INDICATING THAT YOU ACCEPT THE TERMS OF THIS LICENSE AGREEMENT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PLEASE INDICATE THAT YOU DO NOT ACCEPT THE TERMS OF THIS LICENSE AGREEMENT AND DISCONTINUE THE INSTALLATION/ACTIVATION PROCESS.
Binding Legal Agreement; No Access by Competitors
This is a legal agreement between the end user (“You” or “Licensee”) and Venafi, Inc. (“Venafi”). This End User License Agreement (“Agreement”) states the terms and conditions upon which Venafi offers to license this software program in object code form (“Software”), together with all related written documentation made available to licensees of the software program (“Documentation”). The Software may include components that can be installed separately on different machines as applicable in accordance with the documentation. All such components whether installed separately or together on the same machine shall be subject to this Agreement. By using this Software or downloading, deploying, or hosting this program or parts of it, you agree to be bound by the terms of this Agreement. If you are unclear about any portion of this Agreement, please contact your Venafi account representative or the reseller through whom you purchased the product licenses.
You shall not download, install, access or attempt to access the Software if You are a competitor of Venafi or Venafi’s affiliated group companies (“Affiliates”), or if You are acting as a representative or agent of a competitor, except with Venafi’s prior written consent. For the purposes of this Agreement, a “competitor” is a provider of machine identity management, public key infrastructure management, certificate lifecycle management, or related compliance monitoring services other than Venafi or its Affiliates. In addition, You shall not use information obtained from the Software to compete with Venafi or its Affiliates and shall not access the Software for purposes of monitoring its performance or functionality, or for any other benchmarking or competitive purposes. You shall not perform security vulnerability assessments or penetration tests without the express written consent of Venafi. You shall not attempt to “hack” or reverse engineer the Software or any Venafi system. You agree that You shall only access and use the Software for bona fide machine identity management services and compliance monitoring.
License Grants and Restrictions
License Grant by Venafi to Licensee. Venafi hereby grants to Licensee, and Licensee hereby accepts, subject to the terms and conditions of this Agreement, a nonexclusive, nontransferable and non-assignable, limited license, without the right to sublicense (the “License”), to: (1) use the Software solely for Licensee’s own internal use during the License Term as defined in Section 2.2 below, subject to any product licensing parameters that may be set forth in an Order Form (where “Order Form” is defined to mean an applicable ordering document, quote, or purchase agreement applicable to Licensee’s use of the Software that was agreed to in writing by Venafi or its authorized reseller); and (2) copy the Software solely for the purposes expressly authorized under this Section 2. In addition, Venafi grants to Licensee the right to use the Documentation only in connection with the use of the Software as allowed hereunder. Licensee may make a reasonable number of copies of the Documentation for its internal use only in connection with its use of the Software, provided Licensee also reproduces on such copies any copyright, trademark or other proprietary markings and notices contained on the Documentation and does not remove any such marks from the original. Except for the express licenses granted in this Section, no other rights or licenses are granted by Venafi, expressly, by implication, by way of estoppel or otherwise. The Software and Documentation are licensed to Licensee and are not sold. Rights not granted in this Agreement are reserved by Venafi.
License Term. The License Term is defined as three years from the date of delivery of the Software, subject to the payment of annual subscription license fees and renewing automatically with the renewal of an applicable Order Form, unless otherwise agreed by Venafi in writing in an applicable Order Form or as otherwise set forth in Venafi’s quotation to Licensee. If You have been given free access to the Software, then the license term, and Your obligation to be bound by the terms of this Agreement, extends unless and until Venafi provides notice that Your license term is being discontinued.
Restrictions on Use. The grant of rights stated in Section 2.1 above is subject to the following restrictions and limitations:
Licensee shall not use (or cause to be used) the Software for the benefit of any third party, including without limitation by rental, in the operation of an Applications Service Provider (ASP) service offering or as a service bureau, or any similar means.
Licensee shall not distribute the Software, in whole or in any part, to any third party or parties. Licensee shall not permit sublicensing, leasing, or other transfer of the Software.
Licensee shall not, either directly or through a third party, modify or create derivative works of the Software, or reverse engineer, disassemble or decompile any Software, or make any attempt in any fashion to obtain the source code to any Software (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open source components included with the Software).
One Archival Copy. Licensee may make one (1) archival copy of the machine-readable portion of the Software for backup purposes only in support of Licensee’s use of the Software, provided that Licensee reproduces on the copy all copyright and other proprietary rights notices included on the originals of the Software.
Use of Scripts for Third Party Interoperability. In the event Venafi provides You with a Script (as hereinafter defined), whether or not such Script is bundled in with the Software or provided separately by Venafi to You, Your use of such Script shall be strictly limited to use solely in conjunction with the Software and in accordance with the Documentation. You are not permitted to modify the Script in any way or to extract snippets of the Script(s) for use outside of the Software. You shall not distribute the Script(s) in any form or method at any time. For sake of clarity as used in this Agreement, a “Script” is an uncompiled computer program or sequence of instructions that is interpreted or carried out by the Software for the purpose of enabling interoperability between the Software and a third-party product. Such Script may be written by Venafi or a Venafi authorized third party technology partner.
Free Trial of the Software. Venafi may agree to provide You with a free trial of the Software. In such instance, Venafi will make the Software available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period as specified by Venafi, or (b) the start date of any purchased licenses and/or subscriptions ordered by You for such Software. Additional trial terms and conditions may be separately specified by Venafi in an applicable writing prior to the commencement of the trial period. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. NOTWITHSTANDING SECTION 4 (LIMITED WARRANTIES) BELOW, THE SOFTWARE PROVIDED DURING THE TRIAL PERIOD ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES.
External Service. The Service may enable access to third-party Services and websites (collectively, the “External Service”) including, without limitation, those of any CA. Licensee agrees to use the External Service at Licensee’s sole risk and expense. Venafi is not responsible for examining or evaluating the content or accuracy of any External Service and shall not be liable for any such External Service. Licensee will not use the External Service in any manner that is inconsistent with the terms of this Agreement and the agreements governing the uses of such External Service, or that infringes the intellectual property rights of Venafi or any third party. Venafi reserves the right to change, suspend, remove, disable or impose access restrictions or limits on any External Service at any time without notice or liability to Licensee.
Intellectual Property and Data Use
Venafi Materials. Venafi and/or its suppliers or licensors has and shall retain ownership of all right, title and interest in and to the Software and the Documentation and all intellectual property rights embodied in the Software and Documentation, including without limitation any patents, copyrights, trademarks and trade secrets in the Software and any modifications and/or derivatives thereof, whether or not made at Licensee’s request, and all know-how, concepts, methods, programming tools, inventions, and computer source code developed by Venafi (collectively, “Venafi Materials”). For the avoidance of doubt, any copy that Licensee makes of the Venafi Materials, in whole or in part, is and shall remain the sole property of Venafi
Limited Feedback License. Licensee hereby grants to Venafi, at no charge, a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license under Licensee’s intellectual property rights in and to suggestions, comments and other forms of feedback (“Feedback”) regarding the Software provided by or on behalf of Licensee to Venafi, including Feedback regarding features, usability and use, and bug reports, to reproduce, perform, display, create derivative works of the Feedback and distribute such Feedback and/or derivative works in the Software. Feedback is provided “as is” without warranty of any kind and shall not include any confidential information of Licensee.
Consent to Data Collection and Processing. Licensee agrees that Venafi, its Affiliates, and its service providers may collect or process anonymous (non-personally identifying) technical, telemetry or other data that enables the following purposes: (a) delivery of the Software, updates, product analytics, or service improvements, (b) delivery of requested features or services related to the Software, and/or (c) integration or interoperability with other connected software or services. Licensee grants to Venafi and its Affiliates and service providers, as applicable, a worldwide, royalty-free license to host, copy, transmit, display or otherwise process Licensee data for the purposes disclosed and directed herein. Subject to the limited licenses granted herein, Venafi acquires no right, title or interest from Licensee or any Licensee suppliers or licensors under this Agreement in or to Licensee’s data.
Software Warranty. Venafi warrants that, for thirty (30) days following delivery of the Software to Licensee, the Software, under normal use and service, will perform in all material respects the functions described in the Documentation. If any Software fails to comply with the foregoing warranty, Licensee shall send written notice to Venafi prior to the expiration of the warranty period set forth above and such notice will describe in reasonable detail the nature of the breach. In such event, such Software may be returned to Venafi no later than within ten (10) days after the end of the warranty period for replacement by Venafi without charge. If Venafi is unable to replace the Software, then Venafi may terminate this Agreement (including without limitation the licenses granted in this Agreement) with respect to such Software only and in such event, Venafi (or its authorized reseller as applicable) will refund to Licensee any license fees paid only for the Software that failed to comply with the foregoing warranty. THE REMEDY SET FORTH IN THIS SECTION SHALL BE LICENSEE’S SOLE AND EXCLUSIVE REMEDY AND VENAFI’S SOLE OBLIGATION FOR ANY BREACH OF THE WARRANTY SET FORTH IN THIS SECTION. FAILURE TO COMPLY WITH THIS WARRANTY SHALL NOT PROVIDE LICENSEE WITH ANY GROUNDS TO TERMINATE LICENSE AGREEMENTS OTHER THAN THIS AGREEMENT, OR SEEK REFUND OF LICENSE FEES PAID FOR OTHER VENAFI SOFTWARE AND SERVICES NOT LICENSED UNDER THIS AGREEMENT OR SUBJECT TO THIS WARRANTY.
Exclusions. The foregoing warranties shall not apply if (i) repair or replacement is required as a result of causes other than normal use, including, without limitation, repair, maintenance or modification of the Software by persons other than Venafi-authorized personnel; accident, fault or negligence of the Licensee; operator error; use of the Software other than as set forth in the Documentation; or causes external to the Software such as, but not limited to, failure of electrical power or fire or water damage; or (ii) the Software are used with software or equipment other than that for which they were designed as set forth in the Documentation.
Disclaimer of Other Warranties
Disclaimer. THE EXPRESS WARRANTIES STATED IN SECTION 4 (LIMITED WARRANTIES) ARE THE SOLE AND EXCLUSIVE WARRANTIES MADE BY VENAFI UNDER THIS AGREEMENT OR RELATING TO THE SOFTWARE, DOCUMENTATION, OR ANY MAINTENANCE SERVICES PROVIDED BY VENAFI TO LICENSEE IN SUPPORT OF THE SOFTWARE. THERE ARE NO OTHER WARRANTIES WITH RESPECT TO THE SOFTWARE, ITS AVAILABILITY, DOCUMENTATION, MAINTENANCE SERVICES OR OTHER SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, RELIABILITY, NON-INFRINGEMENT, OR WHETHER ARISING FROM COURSE OF DEALING, USAGE, TRADE PRACTICE OR ANY OTHER MANNER. NO AGENT OF VENAFI IS AUTHORIZED TO ALTER OR EXPAND THE WARRANTIES OF VENAFI AS SET FORTH HEREIN. VENAFI DOES NOT WARRANT THAT THE SOFTWARE IS OR WILL BE ERROR FREE OR BUG FREE. VENAFI DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.
Limitation of Liability
No Consequential Damages. VENAFI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF VENAFI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION ANY SUCH DAMAGES ARISING OUT OF THE LICENSING, PROVISION OR USE OF THE SOFTWARE OR MAINTENANCE SERVICES. VENAFI WILL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.
Limits on Liability. Venafi shall not be liable for cumulative, aggregate damages greater than the sum of the AMOUNTS having then actually been paid by Licensee to Venafi under this Agreement during the twelve (12) month period preceding the date the claim arose, less, in all circumstances, any amounts previously paid (as of the date of satisfaction of such liability) by Venafi to Licensee in satisfaction of any liability for damages under this Agreement. ADDITIONALLY, EXCEPT FOR ITS INDEMNIFICATION OBLIGATIONS AND/OR A BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT, VENAFI SHALL NOT BE LIABLE FOR ANY DIRECT OR CONSEQUENTIAL DAMAGES IF LICENSEE (A) IS NOT OPERATING UNDER THE MOST CURRENT VERSION OF THE LICENSED SOFTWARE; AND/OR (B) HAS NOT INSTALLED A VENAFI-ISSUED PATCH THAT ADDRESSES A VULNERABILITY OR SECURITY ISSUE IN THE LICENSED SOFTWARE.
Applicability. The parties acknowledge that the limitations set forth in this Section 6 are integral to the amount of fees levied in connection with the license and provision of the Software and Documentation and any services rendered hereunder and that, were Venafi to assume any further liability other than as set forth herein, such fees would of necessity be set substantially higher. The limitations set forth in this Section 6 (Limitation of Liability) (i) shall apply to the maximum extent permitted by applicable law, (ii) shall apply even if an exclusive or limited remedy stated herein fails of its essential purpose and (iii) are an essential element of the basis of the bargain between the parties.
Term and Termination
This License is effective until terminated as set forth herein or the License Term expires and is not otherwise renewed by the parties. Limited term and/or subscription-based licenses are non-cancellable by Licensee during the License Term, except if terminated by Licensee due to an uncured material breach by Venafi of its obligations hereunder, provided that Venafi shall have at least thirty (30) days from receipt of written notice of such breach to remedy the breach. Venafi may terminate this Agreement and/or the License on written notice to Licensee if Licensee fails to comply with any term or condition of this Agreement. Upon any termination or expiration of this Agreement or the License, Licensee agrees to cease all use of the Software if the License is not otherwise renewed or reinstated. Not later than ten (10) days after any termination of this Agreement or the License herein, You shall return to Venafi or Venafi's authorized reseller (or at Venafi’s option, destroy and certify in writing to Venafi that You have destroyed), the original and all copies, in whole or in part, in any form, including partial copies, of the Software and Documentation. Upon termination, Venafi may also enforce any rights provided by law. The provisions of this Agreement that protect the proprietary rights of Venafi will continue in force after termination.
Compliance with Laws
Export Laws. Licensee’s use of the Software is conditioned on Licensee’s compliance with all applicable export and import restrictions and regulations of the United States or foreign agency or authority, as well as additional restrictions imposed by this Section. Notwithstanding anything else in this Agreement to the contrary, the Software and any technical data related to or derivative of the Software may not be accessed from, exported to, re-exported to, or otherwise used by or accessed from: (i) any country to which the United States has embargoed goods; (ii) Cuba, the Democratic People’s Republic of Korea, Iran, Syria, Sudan, or the Crimea region; (iii) anyone on the U.S. Treasury Department’s List of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders; (iv) any country or destination for which an export license or import license or other governmental approval is required without first having obtained such license or other approval; or (v) Belarus, Russia, or territory determined by the United States to be controlled by Russia, unless Licensee first obtains written permission from Venafi. Licensee represents and warrants that Licensee and Licensee financial institutions, or any party that owns or controls Licensee or Licensee financial institutions, are not subject to sanctions or otherwise designated on any applicable list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the U.K. government, the European Union or its Member States, or other applicable government authority.
Violation of Laws. Licensee shall not knowingly take any action or omit to take any action where the reasonably predictable result would be to cause Venafi to violate any applicable United States law, rule, regulation or policy and, to the extent not inconsistent therewith, any other applicable law, rule, regulation and policy.
Third Party Software
The Software may contain third party software that requires notices or additional terms and conditions. Such required third party software notices and/or additional terms and conditions are made a part of and incorporated by reference into this License. By accepting this License, Licensee is also accepting the additional terms and conditions, if any, set forth therein. VENAFI MAKES NO WARRANTIES AND ACCEPTS NO LIABILITY WITH RESPECT TO THIRD PARTY SOFTWARE. THIRD PARTY SOFTWARE IS PROVIDED AS-IS.
U.S. Government Restricted Rights
The Software is provided to non-DOD federal agencies with RESTRICTED RIGHTS and supporting documentation is provided with LIMITED RIGHTS. Use, duplication, or disclosure by the US Government is subject to the restrictions as set forth in the Commercial Computer Software License clause at FAR 52.227-19. In the event the sale is to a DOD agency, the US Government’s rights in the Software, and its supporting documentation, and technical data are governed by the restrictions in the Technical Data Commercial Items clause at DFARS 252.227-7015 and Rights in Commercial Computer Software or Commercial Computer Software Documentation clause at DFARS 227.7202-3. Manufacturer is Venafi, Inc., 175 E. 400 South, Suite 300, Salt Lake City, Utah 84111 USA.
Governing Law; Arbitration
This Agreement shall be governed by, and any arbitration hereunder shall apply, the laws of the State of Utah, excluding (a) its conflicts of laws principles; (b) the United Nations Convention on Contracts for the International Sale of Goods; (c) the 1974 Convention on the Limitation Period in the International Sale of Goods; and (d) the Protocol amending the 1974 Convention, done at Vienna April 11, 1980. Any dispute, controversy or claim arising out of or relating to this Agreement or to a breach hereof, including its interpretation, performance or termination, shall be finally resolved by arbitration. The arbitration shall be conducted by three (3) arbitrators, one to be appointed by Venafi, one to be appointed by Licensee and a third being nominated by the two arbitrators so selected or, if they cannot agree on a third arbitrator, by the President of the American Arbitration Association (“AAA”). The arbitration shall be conducted in English and in accordance with the commercial arbitration rules of the AAA, which shall administer the arbitration and act as appointing authority. The arbitration, including the rendering of the award, shall take place in Salt Lake City, Utah, and shall be the exclusive forum for resolving such dispute, controversy or claim. The decision of the arbitrators shall be binding upon the parties hereto, and the expense of the arbitration (including without limitation the award of attorneys' fees to the prevailing party) shall be paid as the arbitrators determine. The decision of the arbitrators shall be executory, and judgment thereon may be entered by any court of competent jurisdiction. Notwithstanding anything contained in this Section 11 to the contrary, Venafi shall have the right to institute judicial proceedings against Licensee or anyone acting by, through or under Licensee, in order to enforce Venafi's rights hereunder through reformation of contract, specific performance, injunction or similar equitable relief.
This Agreement is binding on Licensee as well as Licensee’s employees, employers, contractors and agents, and on any permitted successors and assignees. Except if otherwise superseded in writing by a separately executed agreement, this Agreement is the entire agreement between Licensee and Venafi with regard to the License granted hereunder, and Licensee agrees that Venafi will not have any liability for any statement or representation made by it, its agents or anyone else (whether innocently or negligently) upon which Licensee relied in entering into this Agreement, unless such statement or representation was made fraudulently. This Agreement supersedes any other understandings or agreements, including, but not limited to, advertising, with respect to the Software. Any term or condition stated in Licensee’s purchase order or in any other of Licensee’s order documentation that conflicts with, is inconsistent with, or additional to the terms and conditions set out in this Agreement is void, unless otherwise agreed by Venafi in writing. If any provision of this Agreement is deemed invalid or unenforceable by any country or government agency having jurisdiction, that particular provision will be deemed modified to the extent necessary to make the provision valid and enforceable and the remaining provisions will remain in full force and effect. Should such modification be impractical or denied, Venafi and Licensee shall thereafter each have the right to terminate this Agreement upon 15 days’ notice. Unless otherwise required to comply with deadlines under the law, neither party shall file action or institute legal proceedings with respect to any dispute, controversy, or claim arising out of, relating to, or in connection with, this Agreement until: (a) the aggrieved party has given the other party written notice of its grievance setting forth the nature of the dispute, the amount involved, if any, and the remedy desired, and delivering same by certified mail; (b) the other party has failed to provide a prompt and effective remedy; (c) the aggrieved party has requested that senior executives for both parties meet and discuss the matter to consider informal and amicable means of resolution; and (d) either such meeting failed to occur within fifteen (15) days after such request or the meeting did not produce a mutually satisfactory resolution of the matter.
Survival. The parties agree that the rights and obligations set forth in the above-referenced Section 3 (Intellectual Property and Data Use), 5 (Disclaimer of Other Warranties), 6 (Limitation of Liability), 7 (Term and Termination), 8 (Compliance with Laws), 11 (Governing Law; Arbitration), and 12 (General) shall survive the termination of this Agreement for any reason and enforcement thereof shall not be subject to any conditions precedent.
Assignment. This Agreement shall be binding upon and inure to the benefit of the parties’ respective successors and permitted assigns. Licensee shall not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Venafi and any such attempted assignment shall be void. For purposes of the foregoing, a change in control of Licensee and an assignment by operation of law shall be deemed assignments for which consent is required.
Annual License Review. Upon reasonable notice to Licensee, Venafi shall be permitted access to Licensee’s platform or system running the Software for the purpose of verifying that Licensee is using the Software within the scope of the license granted in this Agreement and pursuant to the license restrictions set forth in this Agreement (“License Review”). Such License Review shall be conducted no more than one (1) time per calendar year. Unless otherwise agreed by the parties, the License Review will be conducted at Licensee’s offices during normal business hours and in a manner that does not unreasonably interfere with Licensee’s business activities. Licensee shall reasonably cooperate with Venafi in the conduct of the License Review. If the License Review reveals that Licensee has used the Licensed Software outside the scope of the license granted herein, including using more than the purchased number and/or type of licenses, Venafi shall invoice Licensee for such additional use of the Licensed Software at the license fees set forth in the applicable Order Form. Upon Venafi’s request, Licensee will send Venafi complete and accurate written or electronic reports setting forth Licensee’s use of the Licensed Software, in a format reasonably specified by Venafi, such reports to be requested by Venafi no more than once per calendar quarter. Such reports shall be certified as correct by an officer of Licensee after due inquiry. For questions concerning this Agreement, please contact Venafi at 175 E. 400 South, Suite 300, Salt Lake City, Utah 84111 USA. For questions on product or technical matters, contact the nearest Venafi technical support center or a Venafi authorized reseller.