- Client and its affiliates shall not (i) modify, translate, distribute, reverse engineer, disassemble, decompile, or make works derived from any version of the Scythe Products or attempt to generate or access the source code for the Scythe Products, whether by conversion, translating, decompiling, disassembling or merging any part of the Scythe Products with any other software, and shall not allow any third party to do so; (ii) copy the Scythe Products except as may be required by law; (iii) circumvent or disable any usage rules or other security features of the Scythe Products; or remove, alter or obscure any proprietary notices or labels; (iv) sublicense or use the Scythe Products for commercial time-sharing, rental, outsourcing, or service bureau use, or otherwise use or allow the use of the Scythe Products for the benefit of any third party, unless previously agreed to in writing by Scythe.
- The Scythe Products may only be used or accessed by authorized employees of Client solely for Clients’ internal business purposes. Client shall not permit any contractor, agent, or other third party to access or use the Scythe Products, unless such access and use of the Scythe Products is (i) solely for use in connection with Binary Defense’s services and (ii) subject to an executed written agreement with terms at least as protective as the terms in the agreement between Binary Defense and Scythe
- Client does not acquire any interest, express or implied, in the Scythe Products except for the specifically licensed rights granted by Scythe pursuant to the agreement between Scythe and Binary Defense. Scythe reserves all rights not expressly granted.
- Client must comply with terms of the agreement between Binary Defense and Scythe.
- Client acknowledges that the Scythe Products and certain confidential information (“Technical Data”) are subject to United States export controls. Client shall comply with all applicable export control laws, including any requirements of the Export Administration Regulations with respect to all such Technical Data. Without limiting the generality of the foregoing, Client agrees that, without the prior written authorization of Scythe and the United States Government, they shall not, and shall not permit its representatives to: (i) remove, export, reexport, divert or transfer any such Technical Data, or any direct product thereof, to any destination, company, or person restricted or prohibited by the United States export controls or any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority, or (ii) disclose any such Technical Data to any national of any country when such disclosure is restricted or prohibited by the United States export controls. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms in the agreement between Binary Defense and Scythe.
- Scythe is not responsible for the contents of any third-party sites or services, any links contained in third-party sites or services, or any changes or updates to third-party sites or services. The inclusion of any link or access does not imply an endorsement by Scythe of the third-party site or service.
- Scythe disclaims and excludes all other warranties, statutory, express or implied, including without limitation, the implied warranties of merchantability and fitness for a particular purpose and non-infringement of third party rights under the UCC. Scythe shall have no responsibility or liability with respect to Scythe Product defects or performance problems occurring as a result of (i) modifications of or enhancements to the Scythe Products made by anyone other than Scythe (or the third party owner of ancillary software), (ii) Client’s negligence or misuse of the Scythe Products, (iii) computer equipment malfunction, (iv) failure to follow corrective routines or operating instructions provided by scythe, failure to incorporate any update, or (vi) any other causes external to the Scythe Products not arising by reason of the fault or negligence of Scythe (or the third party owner of ancillary software).
- Scythe may terminate the Scythe Products if Binary Defense and Client (i) fail to pay an amount due to Scythe for the Scythe Products or (ii) materially breach any of portion of these terms and fails to cure such breach within thirty (30) days after receiving notice from Scythe of such breach.
- Client may not assign, transfer, or delegate its rights or obligations under these terms (including, but not limited to, assignments in connection with a merger, reorganization, or sale of substantially all its assets) without Scythe’s prior written consent, which consent will not be unreasonably withheld. Any attempted assignment made without the requisite consent is null and void.
Client further acknowledges that Binary Defense Systems Inc is not responsible for the performance or use of Scythe’s products and services. Binary Defense Systems Inc is not responsible for Scythe or the Scythe Products, including without limitation, for any loss, damage, or liability relating to (or arising out of) Scythe or the Scythe Products.