SOFTWARE EVALUATION LICENSE

This License Agreement (“Agreement”) is a legal agreement between you (either an individual or an entity) (“Customer” or “You”) and ChienSEC LLC, a Bellevue, Washington Limited Liability Company, regarding proprietary software made available by ChienSEC for download in object code format (“ChienSEC Software” or “Software”).

BY CLICKING ON THE CHECKBOX THAT DEMONSTRATES ACCEPTANCE OF THIS AGREEMENT, OR BY DOWNLOADING THE SOFTWARE, OR BY USING THE SOFTWARE, CUSTOMER EXPRESSLY ACCEPTS AND AGREES TO THE TERMS OF THIS AGREEMENT. IF YOU ARE AN INDIVIDUAL AGREEING TO THE TERMS OF THIS AGREEMENT ON BEHALF OF AN ENTITY, SUCH AS YOUR EMPLOYER, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY AND “CUSTOMER” SHALL REFER HEREIN TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SOFTWARE.

1. LICENSE

1.1 Evaluation License. Subject to the terms of this Agreement, ChienSEC grants to Customer a limited, non-commercial, non-exclusive, non-transferable license solely during the Evaluation Term (as defined below) to install, copy, and use the ChienSEC Software solely for evaluation use in development and testing environments, and not for production use or commercial purposes. As used herein, “Evaluation Term” means thirty (30) days from the date of download by Customer or such other period specified in writing by ChienSEC.

1.2 Additional Restrictions and Limitations.

The Software restricts the modification or replacement of executable files that are created after the date of installation of the Software. The Software does not restrict operations with respect to pre-existing executable files, such as those copied or accessed from an archive or mounted file system. The protections afforded by the Software cease at the end of the Evaluation Term.
The license granted herein does not include a right to sublicense.
Customer shall not, and shall not permit or encourage any third party to: (a) use the ChienSEC Software other than as expressly permitted by this Agreement or (b) disassemble, decompile or reverse engineer any portions of the ChienSEC Software, or otherwise attempt to gain access to the source code to such ChienSEC Software (or the underlying ideas, algorithms, structure or organization of the object code in the ChienSEC Software). The foregoing restriction is inapplicable to the extent prohibited by applicable law; provided that, in the event that Customer intends to disassemble, decompile or reverse engineer such ChienSEC Software, Customer shall first provide ChienSEC with written notice thereof.

1.3 Reservation of Rights. ChienSEC reserves all rights not expressly granted in this section. No rights are granted by implication.

1.4 Delivery of Materials. The ChienSEC Software, and any versions, updates or maintenance releases of any component thereof, will be delivered only through an electronic transfer.

1.5 Support and Maintenance. ChienSEC is not obligated to provide maintenance and support services for the ChienSEC Software licensed under this Agreement. In the event that ChienSEC, in its sole discretion, elects to make available to Customer any updates or maintenance releases of the ChienSEC Software, such updates or maintenance releases shall be deemed ChienSEC Software under this Agreement.

1.6. Patent Rights. The Software is covered by one or more patents and patent applications owned by ChienSEC, including Patent No. 11,677,754 and Application No. 18/113,037 (“the Patents”). This Agreement grants Customer the right to use the inventions claimed in the Patents during the Evaluation term, but only to the extent that the Patent claims are practiced by the Software.

2. USER AND PERFORMANCE DATA.

ChienSEC may from time to time use and process data about Customer’s use of the ChienSEC Software for the purposes of improving the Software. ChienSEC may collect personal information (e.g., name and email address) and may use that information for its future marketing efforts. ChienSEC will not sell or otherwise transfer your personal information.

Customer may, but is not obligated to, provide suggestions, requests, fixes, modifications, enhancements or other feedback regarding or in connection with your use of the Software (collectively, “Feedback”). Feedback, even if designated as confidential by Customer, will not create any confidentiality obligation for ChienSEC. If Customer provides Feedback, Customer hereby grants ChienSEC, its affiliates and its designees a nonexclusive, perpetual, irrevocable, sublicensable, worldwide, royalty-free, fully paid-up and transferable license, under your intellectual property rights, to publicly perform, publicly display, reproduce, use, make, have made, sell, offer for sale, distribute (through multiple tiers of distribution), import, create derivative works of and otherwise commercialize and exploit the Feedback at ChienSEC’s discretion.

3. OWNERSHIP.

Customer acknowledges that ChienSEC or its licensors retain all proprietary rights, title and interest, including all intellectual property rights, in and to the ChienSEC Software and any changes, corrections, bug fixes, enhancements, updates and other modifications thereto (collectively, “Modifications”), and as between the parties all such rights shall vest in ChienSEC. Customer acknowledges that the licenses granted in Section 1 do not include the right to prepare any Modifications of the ChienSEC Software.

4. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

4.1 Disclaimer of Any Warranties. CHIENSEC MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE CHIENSEC SOFTWARE OR ANY OTHER MATERIALS PROVIDED HEREUNDER. CHIENSEC SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OR TRADE, AND ALL SUCH WARRANTIES ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. THE CHIENSEC SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

4.2 Limitation of Liability. CHIENSEC WILL NOT BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, BUSINESS, CONTRACTS, REVENUE, GOODWILL, PRODUCTION, ANTICIPATED SAVINGS, LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY CLAIM OR DEMAND BY ANY OTHER PARTY, HOWEVER CAUSED AND (TO THE FULLEST EXTENT PERMITTED BY LAW) UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) EVEN IF CHIENSEC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER ACKNOWLEDGES THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHIENSEC’S TOTAL CUMULATIVE AGGREGATE LIABILITY FOR ANY AND ALL LIABILITIES, OBLIGATIONS OR CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED FIVE U.S. DOLLARS (US$5)

5. TERM AND TERMINATION

5.1 Term. Unless earlier terminated as provided in this Section, this Agreement and the license granted hereunder will be effective throughout the Evaluation Term, but will immediately terminate if Customer breaches any term of this Agreement, regardless of whether ChienSEC notifies Customer of such termination.

5.2 Termination. Either party shall have the right to terminate this Agreement and the license granted herein upon written notice in the event the other party fails to perform or observe any material term or condition of this Agreement and such default has not been cured no later than ten (10) days after written notice of such default to the other party.

5.3 Effect of Termination. The provisions of this Agreement that by their nature extend beyond the termination of this Agreement will survive termination. All of Customer’s rights in the ChienSEC Software will terminate immediately upon termination of this Agreement. Upon termination, Customer shall discontinue use, uninstall, and delete all copies of the Software. Nothing contained herein shall limit any other remedies that ChienSEC may have for the default of Customer under this Agreement nor relieve Customer of any of its obligations incurred prior to such termination.

6. MISCELLANEOUS

6.1 Assignment. ChienSEC may assign, delegate or transfer its rights or obligations under this Agreement by any means or operation of law. Customer may not, without ChienSEC’s prior written consent, assign, delegate or transfer any of Customer’s rights or obligations under this Agreement by any means or operation of law, and any attempt to do so is null and void.

6.2 Entire Agreement; Modification; Waiver. This Agreement represents the entire agreement between the parties, and supersedes all prior agreements and understandings, written or oral, with respect to the matters covered by this Agreement, and is not intended to confer upon any third party any rights or remedies hereunder. Customer acknowledges that it has not entered in this Agreement based on any representations other than those contained herein. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing and signed by both parties. The waiver of one breach or default or any delay in exercising any rights shall not constitute a waiver of any subsequent breach or default.

6.3 Third-Party Software. ChienSEC also makes available or extends certain third-party open-source software as identified in its README file (“Third Party Software”). The Third-Party Software shall be subject to the applicable open-source license(s) and not this Agreement, and is provided by ChienSEC at no charge. To the extent the terms of open-source licenses applicable to Third-Party Software prohibit any of the restrictions in this Agreement, such restrictions will not apply to such Third-Party Software. To the extent the terms of open-source licenses applicable to Third-Party Software require ChienSEC to make an offer to provide source code or related information in connection with the Third-Party Software, such offer is made.

6.4 Governing Law. This Agreement shall in all respects be governed by the laws of the State of Washington. The parties hereby agree that all disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of and venue in the federal and state courts within King County, Washington. Customer hereby consents to the personal and exclusive jurisdiction and venue of these courts.

6.5 Severability. If any provision of this Agreement is held invalid or unenforceable under applicable law by a court of competent jurisdiction, it shall be replaced with the valid provision that most closely reflects the intent of the parties and the remaining provisions of the Agreement will remain in full force and effect.

6.6 Relationship of the Parties. Nothing in this Agreement is to be construed as creating an agency, partnership, or joint venture relationship between the parties hereto. Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever.

6.7 Notices. All notices permitted or required under this Agreement shall be via email. All correspondence to ChienSEC shall be sent to actchien@gmail.com. Customer consents to receive notices by email and agrees that such notices will satisfy any legal communication requirements. ChienSEC will use the email given by Customer during the download and/or registration process for the Software.

6.8 Construction. The titles and section headings used in this Agreement are for ease of reference only and shall not be used in the interpretation or construction of this Agreement. No rule of construction resolving any ambiguity in favor of the non-drafting party shall be applied hereto. The word “including”, when used herein, is illustrative rather than exclusive and means “including, without limitation.”

(v. 1.0 September 2024)