End User License Agreement for Alert Logic Threat Manager for EC2
THIS MASTER SERVICES AGREEMENT (THIS "AGREEMENT") GOVERNS SUBSCRIBER'S ACQUISITION AND USE OF OUR SERVICES.
BY ACCEPTING THIS AGREEMENT (EITHER BY SUBMITTING AN ORDER ON AMAZON.COM OR CLICKING THE "I AGREE" BOX VIA AN ONLINE AGREEMENT), SUBSCRIBER AGREES TO THE TERMS OF THIS AGREEMENT. IF SUBSCRIBER IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUBSCRIBER REPRESENTS THAT SUBSCRIBER HAS THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM "SUBSCRIBER" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF SUBSCRIBER DOES NOT HAVE SUCH AUTHORITY, OR IF SUBSCRIBER DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUBSCRIBER MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
IF SUBSCRIBER REGISTERS FOR A FREE TRIAL FOR OUR SERVICES, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.
1.1. Provision of Services. Alert Logic, Inc., a Delaware corporation, or its affiliates (collectively, "AL") shall make the Services available to Subscriber pursuant to this Agreement and the relevant Order during a subscription term. Subscriber agrees that AL has made no commitments or statements regarding future functionality or features of the Services and that Subscriber is purchasing the Services without reliance on any representations except as expressly provided herein. By submitting an Order, Subscriber agrees to take and pay for, and, by accepting the Order, AL agrees to provide, the Services as used by the Subscriber.
1.2 Threat Manager for EC2 Subscriptions. Unless otherwise specified in the applicable Amazon.com Order, Services are purchased as Threat Manager for EC2 subscriptions and installed on Amazon.com virtual servers purchased by Subscriber.
1.2. Node Subscriptions. Unless otherwise specified in the applicable Amazon.com Order, (i) Services are purchased as Node subscriptions and may be accessed by no more than the specified number of Nodes, (ii) additional Node subscriptions may be added at the same pricing as that for the pre-existing subscriptions thereunder for a period of X days after Subscriber's first order through Amazon. Node subscriptions are for designated Nodes only and cannot be shared or used by more than one Node but may be reassigned to new Nodes replacing former Nodes who no longer require ongoing use of the Services.
2. USE OF THE SERVICES
2.1. AL Responsibilities. AL shall: (i) provide basic support for the Services to Subscriber at no additional charge, (ii) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (a) planned downtime. , or (b) any unavailability caused by circumstances beyond the reasonable control of AL, including without limitation, acts of God, acts of government, floods, fires, earthquakes, hurricanes, civil unrest, acts of terror, strikes or other labor problems (other than those involving AL employees), Internet service provider failures or delays, or denial of service attacks, and (iii) provide the Services only in accordance with applicable laws and government regulations. Infrastructure provided by Subscriber or Amazon.com is the sole responsibility of Subscriber or Amazon.com.
2.3 Subscriber Responsibilities. Subscriber shall (i) be responsible for compliance with this Agreement, (ii) be responsible for the accuracy, quality and legality of Subscriber Data and of the means by which Subscriber acquired Subscriber Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify AL promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with the User Guide and applicable laws and government regulations. Subscriber shall not (a) make the Services available to anyone other than Nodes, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks.
3. FEES AND PAYMENT FOR SERVICES
3.1. Fees. Subscriber shall pay all fees specified in Amazon.com Order. Except as otherwise specified herein or in the Amazon.Com Order, (i) fees are based actual usage, and (ii) payment obligations are non-cancelable and fees paid are non-refundable. Subscriber is responsible for cancelling services with Amazon.com according to the requirements of Amazon.com . No cancellation or notice to AL shall be effective
3.4. Suspension of Service and Acceleration. AL may suspend service when appropriate due to violation of Acceptable Use Policies or upon termination of Amazon.com services by Subscriber.
3.6. Taxes. Unless otherwise stated, fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). Subscriber is responsible for paying all Taxes associated with Subscriber purchases hereunder. If AL has the legal obligation to pay or collect Taxes for which Subscriber is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by Subscriber, unless Subscriber provides AL with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, each party is solely responsible for taxes assessable against it based on its income, property and/or employees.
4. PROPRIETARY RIGHTS
4.1. Reservation of Rights in Services. Subject to the limited rights expressly granted hereunder, AL reserves all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to Subscriber hereunder other than as expressly set forth herein. If Hardware is provided to Subscriber, such Hardware (including all software or firmware contained thereon) is loaned to Subscriber and no licenses are provided in connection with such Hardware loan.
4.2. Restrictions. Subscriber shall not (i) permit any third party to access the Services except as permitted herein or in an Amazon.com Order, (ii) create or permit a third party to create derivate works based on the Services except as authorized herein, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Subscriber own intranets or otherwise for Subscriber own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.
4.3. Subscriber Applications and Code. If Subscriber or a third party acting on Subscriber's behalf, creates applications or program code using the Services, Subscriber authorizes AL to host, copy, transmit, display and adapt such applications and program code, solely as necessary for AL to provide the Services in accordance with this Agreement. Subject to the above, AL acquires no right, title or interest from Subscriber under this Agreement in or to such applications or program code, including any intellectual property rights therein.[NOTE - need to discuss this and 4.5 and confirm this is the right approach]
4.4. Subscriber Data. Subject to the limited rights granted by Subscriber hereunder, AL acquires no right, title or interest from Subscriber under this Agreement in or to Subscriber Data, including any intellectual property rights therein.
4.5. Suggestions. AL shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Subscriber relating to the operation of the Services.
4.6. Federal Government End Use Provisions. AL provides the Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data - Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with AL to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.
5.1. Definition of Confidential Information. As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Subscriber Confidential Information shall include Subscriber Data; AL Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Subscriber Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
5.2. Protection of Confidential Information. The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates and their legal counsel and accountants without the other party's prior written consent.
5.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
6. WARRANTIES AND DISCLAIMERS
6.1. AL Warranties. AL warrants that (i) AL has validly entered into this Agreement and has the legal power to do so, (ii) the Services shall perform materially in accordance with the User Guide, (iii) the functionality of the Services will not be materially decreased during a subscription term, and (iv) AL will not transmit Malicious Code to Subscriber, provided it is not a breach of this subpart (v) if Subscriber uploads a file containing Malicious Code into the Services and later downloads that file containing Malicious Code [is this possible?]. For any breach of a warranty above, Subscriber's exclusive remedy shall be as provided in Section 9.3 (Termination for Cause) and Section 9.4 (Refund or Payment upon Termination) below.
6.2. Subscriber Warranties. Subscriber warrants that Subscriber has validly entered into this Agreement and has the legal power to do so.
6.3. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
6.4. Non-GA Services. From time to time AL may invite Subscriber to try, at no charge, AL products or services that are not generally available to AL Subscribers ("Non-GA Services"). Subscriber may accept or decline any such trial in Subscriber's sole discretion. Any Non-GA Services will be clearly designated as beta, pilot, limited release, developer preview, non-production or by a description of similar import. Non-GA Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. NON-GA SERVICES ARE NOT CONSIDERED "SERVICES" HEREUNDER AND ARE PROVIDED "AS IS" WITH NO EXPRESS OR IMPLIED WARRANTY. AL may discontinue Non-GA Services at any time in AL's sole discretion and may never make them generally available.
7. MUTUAL INDEMNIFICATION
7.1. Indemnification by AL. AL shall defend Subscriber against any claim, demand, suit, or proceeding made or brought against Subscriber by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a "Claim Against Subscriber"), and shall indemnify Subscriber for any damages, attorney fees and costs finally awarded against Subscriber as a result of, and for amounts paid by Subscriber under a court-approved settlement of, a Claim Against Subscriber; provided that Subscriber (a) promptly gives AL written notice of the Claim Against Subscriber; (b) gives AL sole control of the defense and settlement of the Claim Against Subscriber (provided that AL may not settle any Claim Against Subscriber unless the settlement unconditionally releases Subscriber of all liability); and (c) provide to AL all reasonable assistance, at AL expense. In the event of a Claim Against Subscriber, or if AL reasonably believe the Services may infringe or misappropriate, AL may in its sole discretion and at no cost to Subscriber (i) modify the Services so that they no longer infringe or misappropriate, without breaching AL warranties under "AL Warranties" above, (ii) obtain a license for Subscriber continued use of the Services in accordance with this Agreement, or (iii) terminate Subscriber subscriptions for such Services upon 30 days' written notice.
7.2. Indemnification by Subscriber. Subscriber shall defend AL against any claim, demand, suit or proceeding made or brought against AL by a third party (i) alleging negligence in the provision of the Services or violation of this Agreement by AL or (ii) alleging that Subscriber Data, or Subscriber use of the Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law (a "Claim Against AL"), and shall indemnify AL for any damages, attorney fees and costs finally awarded against AL as a result of, or for any amounts paid by AL under a court-approved settlement of, a Claim Against AL; provided that AL (a) promptly give Subscriber written notice of the Claim Against AL; (b) give Subscriber sole control of the defense and settlement of the Claim Against AL (provided that Subscriber may not settle any Claim Against AL unless the settlement unconditionally releases AL of all liability); and (c) provide to Subscriber all reasonable assistance, at Subscriber expense.
7.3. Exclusive Remedy. This Section 7 (Mutual Indemnification) states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of claim described in this Section.
8. LIMITATION OF LIABILITY
8.1. Limitation of Liability. NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL EXCEED THE AMOUNT PAID BY SUBSCRIBER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY SUBSCRIBER HEREUNDER. THE FOREGOING SHALL NOT LIMIT SUBSCRIBER PAYMENT OBLIGATIONS UNDER SECTION 6 (FEES AND PAYMENT FOR SERVICES) OR EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7).
8.2. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW (BUT ONLY TO THE EXTENT OF SUCH PROHIBITION).
9. TERM AND TERMINATION
9.1. Term of Agreement. This Agreement is governed by the terms specified in the order with Amazon.com.
9.5. Return of Subscriber Data. Upon request by Subscriber made within 30 days after the effective date of termination of Services, AL will make available to Subscriber for download a file of Subscriber Data in comma separated value (.csv) format along with attachments in their native format. After such 30-day period, AL shall have no obligation to maintain or provide any of Subscriber Data and shall thereafter, unless legally prohibited, delete all of Subscriber Data in AL systems or otherwise in AL possession or under AL control.
9.6. Surviving Provisions. Section 3 (Fees and Payment for Purchased Services), 4 (Proprietary Rights), 5 (Confidentiality), 6.3 (Disclaimer), 7 (Mutual Indemnification), 8 (Limitation of Liability), 9.4 (Refund or Payment upon Termination), 9.5 (Return of Subscriber Data), 10 (Notices, Governing Law and Jurisdiction) and 11 (General Provisions) shall survive any termination or expiration of this Agreement.
10. NOTICES, GOVERNING LAW AND JURISDICTION
10.1. General. Any notice or communication required or permitted to be given under this Agreement shall be given, with respect to Subscriber, to the address provided on the Amazon.com Order accepted hereunder and with respect AL, the addresses provided at www.alertlogic.com .
10.2. Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Billing-related notices to Subscriber shall be addressed to the relevant billing contact designated by Subscriber. All other notices to Subscriber shall be addressed to the relevant Services system administrator designated by Subscriber.
10.3. Agreement to Governing Law and Jurisdiction. This Agreement and the rights and obligations of the parties created hereby will be governed by and construed in accordance with the internal laws of the State of Texas without regard to its conflict of law rules and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement or the Services provided hereunder. Failing that, if any action is brought whatsoever related to this Agreement or the Services, jurisdiction and venue shall lie exclusively in the state courts sitting in Harris County, Texas.
10.4. Waiver of Jury Trial. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
11. GENERAL PROVISIONS
11.1. Export Compliance. The Services, other technology AL makes available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that neither it nor any user nor any third party accessing the Services under the terms of this Agreement is named on any U.S. government denied-party list. Subscriber shall not permit users to access or use Services in a U.S.-embargoed country or in violation of any U.S. export law or regulation.
11.2. Anti-Corruption. Subscriber has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any AL employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Subscriber learns of any violation of the above restriction, Subscriber will use reasonable efforts to promptly notify AL.
11.3. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
11.4. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
11.5. Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.
11.6. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
11.7. Attorney Fees. Subscriber shall pay on demand all of AL reasonable attorney fees and other costs incurred by AL to collect any fees or charges due AL under this Agreement following Subscriber breach of Section 6.2 (Invoicing and Payment).
11.8. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party; provided that such assignment by Subscriber shall not violate any law and shall not relieve Subscriber of liability for fees owing pursuant to this Agreement. A party's sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party's election, termination of this Agreement upon written notice to the assigning party. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
11.9. Entire Agreement. This Agreement, including all exhibits and addenda hereto and the terms of the Amazon.com Order, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Amazon.com Order, the terms of such exhibit, addendum or Amazon.com Order shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Subscriber purchase order or other order documentation (excluding the Amazon.com Order) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.
11.10. Protection of Subscriber Data. AL shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Subscriber Data. We shall not (a) modify Subscriber Data, (b) disclose Subscriber Data except as compelled by law in accordance with Section 8.3 (Compelled Disclosure) or as expressly permitted in writing by Subscriber, or (c) access Subscriber Data except to provide the Services and prevent or address service or technical problems, or at Subscriber request in connection with Subscriber support matters.
12. INTELLECTUAL PROPERTY; LICENSE GRANT
12.1. Ownership. Except for the rights expressly granted in this Agreement, this Agreement does not transfer from AL to Subscriber any AL Technology, and all right, title and interest in and to AL Technology will remain solely with AL. Except for the rights expressly granted in this Agreement, this Agreement does not transfer from Subscriber to AL any Subscriber Technology, and all right, title and interest in and to Subscriber Technology will remain solely with Subscriber. AL and Subscriber each agrees that it will not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from the other party.
12.2. General Skills and Knowledge. Notwithstanding anything to the contrary in this Agreement, AL will not be prohibited or enjoined at any time by Subscriber from utilizing any skills or knowledge of a general nature acquired during the course of providing the Services, including, without limitation, information publicly known or available or that could reasonably be acquired in similar work performed for another subscriber of AL.
12.3. Customized Work Owned by AL. Subscriber hereby acknowledges and agrees that, from time to time, whether specifically described in an Order Form, provided as Supplemental Services or provided without charge to the Subscriber, AL may provide customized services to the Subscriber, including but not limited to writing "scrips" or building "parsers" which may or may not be specifically designed for Subscriber's environment, business or information technology processes ("Custom Work"). Subscriber hereby acknowledges and agrees that all Custom Work shall be the property of AL (and thereby included in the definition of "AL Technology"), whether provided solely by AL personnel or with participation by Subscriber personnel and AL shall own and be permitted to use any of such Custom Work in its business, including but not limited to providing such Custom Work to other subscribers of AL.
12.4. License Grant. AL hereby grants to Subscriber a nonexclusive, royalty-free (except for the fees owing pursuant to this Agreement) license, during the term of this Agreement, to use the AL Technology solely for purposes of using the Services. Subscriber shall have no right to use the AL Technology for any purpose other than using the Services.
13. FREE TRIAL
If Subscriber registers on the AL website for a free trial, AL will make one or more Services available to Subscriber on a trial basis free of charge until the earlier of (a) the end of the free trial period for which Subscriber registered or are registering to use the applicable Service or (b) the start date of any Services ordered by Subscriber outside of the free trial. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
ANY DATA SUBSCRIBER ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR SUBSCRIBER, DURING SUBSCRIBER FREE TRIAL WILL BE PERMANENTLY LOST UNLESS SUBSCRIBER PURCHASES A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASES UPGRADED SERVICES, OR EXPORTS SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. IF SUBSCRIBER PURCHASES A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, SUBSCRIBER MUST EXPORT SUBSCRIBER DATA BEFORE THE END OF THE TRIAL PERIOD OR SUBSCRIBER DATA WILL BE PERMANENTLY LOST.
NOTWITHSTANDING SECTION 6 (WARRANTIES AND DISCLAIMERS), DURING THE FREE TRIAL THE SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY.
Please review the User Guide during the trial period so that Subscriber become familiar with the features and functions of the Services before Subscriber makes a purchase.
"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
"AL Technology" means AL's proprietary technology, including the Services, software tools, scrips, parses, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), network designs, know-how, trade secrets and any related intellectual property rights throughout the world (whether owned by AL or licensed to AL from a third party) and also including any derivatives, improvements, enhancements or extensions of AL Technology conceived, reduced to practice, or developed during the term of this Agreement by either party.
"Hardware" means any device(s) provided by AL to Subscriber.
"Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
"Amazon.com Order" means the information transmitted through Amazon.com for the Services, including addenda thereto, that are entered into between Subscriber and AL or any AL Affiliates from time to time, including addenda and supplements thereto. By submitting an order on Amazon.com, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto. Amazon.com Orders shall be deemed incorporated herein by reference.
"Services" means the products and services that are ordered by Subscriber under a free trial or an Order Form and made available by AL. "Services" exclude Non-Salesforce.com Applications.
"User Guide" means the online user guide for the Services, accessible via login at http://www.salesforce.com, as updated from time to time. Subscriber acknowledge that Subscriber have had the opportunity to review the User Guide during the free trial described in Section 2 (30-Day Free Trial) below. [do we have this concept or need it?]
"Subscriber Technology" means Subscriber's proprietary technology, including Subscriber's Internet operations design, content, software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), know-how, trade secrets and any related intellectual property rights throughout the world (whether owned by Subscriber or licensed to Subscriber from a third party) and also including any derivatives, improvements, enhancements or extensions of Subscriber Technology conceived, reduced to practice, or developed during the term of this Agreement by Subscriber.
"Threat Manager for EC2" means Alert Logic intrusion detection software installed on any virtual appliance, whether inside or outside of Amazon EC2.
"Nodes" means any source where an Alert Logic software collection agent is installed whether inside or outside of Amazon EC2.
"Subscriber" means the company or other legal entity for which Subscriber is accepting this Agreement, and Affiliates of that company or entity.
"Subscriber Data" means all electronic data or information submitted by Subscriber to the Services.