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Reason Labs Website Terms of Use

These Terms of Use (the “Terms”) are the legal binding agreement between you and Reason Labs Ltd. (“Reason”, “our”, “we” or “us”) for your use of the website available https://reasonlabs.com (the “Website”).

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING, CONNECTING AND/OR USING THE WEBSITE.

BY CONTINUING TO ACCESS AND/OR USE THE WEBSITE YOU ARE INDICATING THAT YOU HAVE READ AND AGREED TO BE BOUND BY THESE TERMS AND THE REASON PRIVACY POLICY AVAILABLE AT https://reasonlabs.com/eula (THE “PRIVACY POLICY”), WHICH IS INCORPORATED HEREIN BY REFERENCE.

By agreeing to these Terms, you confirm that you are: (i) lawfully entitled to use the Website in the country in which you are located, and (ii) of legal age to engage in this binding agreement with us. If you are a minor according to the law of the country you reside in, you are not permitted to use the Website. If it comes to our knowledge that a person is under the legal age allowing the use the Website, we will block such person from accessing and using the Website and make all efforts to delete any information with respect thereto, as promptly as possible.

If you do not accept these Terms, then you may not access, or use the Website.

We reserve the right, without prior notice and at our sole discretion, to change, modify and/or update these Terms at any time, and/or modify, change, or discontinue or cancel any feature of the Website. In case that we update these Terms, then we will post the updated Terms on the Website, and if the update is material, we will make reasonable efforts to provide a specific notice on the Website and/or via email (to the extent you have provided your email address). Also, we will update the “Last updated on” date above. We recommend that you check these Terms from time to time for changes. Your continued use of the Website following any changes to these Terms, constitutes your irrevocable acceptance of all such changes. If you do not accept any modification to these Terms, your only recourse is to cease using the Website.

Website.

The Website provides you with information regarding Reason, its products and services, and any other information available through the Website, such as contact details, graphic user interface and materials (the “Information”).

Disclaimer

TO THE EXTENT LEGALLY PERMISSIBLE. THE WEBSITE AND THE INFORMATION CONTAINED THEREIN ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON INFRINGEMENT AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT REPRESENT OR WARRANT THAT: (A) THE OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED; OR (B) THE WEBSITE WILL MEET YOUR REQUIREMENTS; OR (C) THE WEBSITE WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED; (C) THE WEBSITE WILL BE AVAILABLE WHERE YOU RESIDE OR IN ANY OTHER SPECIFIC LOCATION. YOUR ONLY REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE WEBSITE IS TO CEASE YOUR USE OF THE WEBSITE. FURTHERMORE AND EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE ARE NOT OBLIGATED TO MAINTAIN THE WEBSITE, OR TO PROVIDE YOU WITH ANY SUPPORT, UPDATES, BUGS FIX OR ANY OTHER FEATURES AVAILABLE THEREIN. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR AND ASSUME ALL THE RESPONSIBILITY AND RISK FOR YOUR USE OF THE WEBSITE. WE ARE NOT RESPONSIBLE TO YOU OR TO ANY THIRD PARTY. YOU ARE RESPONSIBLE IF YOU BREACH ANY OF YOUR REPRESENTATIONS AND WARRANTIES HEREIN, AND FOR ANY LOSS OR DAMAGE WHICH WE MAY SUFFER AS A RESULT OF ANY SUCH BREACH.

Third-Party Service Providers.

We may use third parties to provide us with audit, payment, maintenance, analysis, and development services with respect to the Website. We may provide your information to such third parties. We currently use the following third-party providers:

Links to Other Websites.

Some links provided on the Website allow the users to leave the Website and enter third party services or sites (“Linked Services”). Such Linked Services are provided solely for your convenience. These Linked Services are not under our control and we are not responsible for their availability. We do not endorse and are not responsible or liable for any information on or available from the Linked Services or any further links contained in the Linked Services.

Threat Intelligence Center

The Threat Intelligence Center ("TIC") on our Website allows you to send files ("Your Content") to our researchers for scanning and analyzing suspicious materials and receive information about malicious code and reputation.

Your Content will be analyzed and processed in accordance with our Privacy Policy.

When you upload Your Content to the TIC, you provide us (and those we work with) a worldwide, royalty free, irrevocable, and transferable license to use, copy, store, edit, reproduce, distribute, and delete all data contained in Your Content.

When you upload Your Content to the TIC, you represent and warrant that you have the ownership rights, or you have obtained all necessary rights licenses or permissions from any relevant parties, to upload Your Content and share them. You also represent and warrant that Your Content is not confidential and does not contain confidential information or any other commercial sensitive data.

If you disagree with the conditions for uploading Your Content to the TIC as described herein and in the Privacy Policy, please do not upload it.

Term and Termination.

We may discontinue your use of the Website at our sole discretion, at any time, with or without any reason or prior notice, in addition to any other remedies available to us under any applicable law.

Ownership; Proprietary Rights.

All right, interest and title in and to the Website and any related features, services, and/or modifications thereto, including associated proprietary rights, evidenced by or embodied in, attached or related to the Website, are and will remain owned solely by us or our licensors. These Terms do not convey to you any interest in or to the Website, but only a limited right of use according to these Terms. Nothing in these Terms constitutes a waiver of our proprietary rights under any applicable law.

In case you provide us with feedbacks, Reason shall have an exclusive, royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate such feedbacks into any of its current and/or future services, all without your approval and without further compensation to you. You further agree that the feedbacks are deemed as non-confidential.

Representations and Warranties.

You hereby represent and warrant that: (a) you will use the Website as permitted under these Terms; (b) when using the Website, you shall comply with all applicable laws, rules, regulations, and industry best practices; (c) you will not use the Website for any or inappropriate purpose; (d) you are not located in a country that is subject to a U.S. Government embargo; (e) you are not located in a country that has been designated by the U.S. Government as “terrorist supporting”; (f) you are not listed on U.S. Government list with respect to restricted or prohibited parties; and (g) you will not use the Information and/or the Website therein for non-personal or commercial purposes.

Privacy.

The Privacy Policy provides information about our privacy practice and about the information that we may access, collect from you, use and/or share in connection with your use of the Website. If you believe that we violated your privacy right, please contact us at: support@reasonlabs.com.

Limitation of Liability.

TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL WE, OUR OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, CONTRACTORS, PARENTS, SUCCESSORS, ASSIGNS, OR LICENSORS (“Group Members”) BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR SERVICE INTERRUPTION, LOSS OF GOODWILL, LOSS OF BUSINESS PROFITS, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA OR BUSINESS INFORMATION OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DAMAGES ARISING IN CONNECTION WITH ANY USE OF THE WEBSITE AND/OR THE INFORMATION THEREIN OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE USE OF OR INABILITY TO USE THE WEBSITE UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT WE WERE OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL OUR TOTAL LIABILITY (INCLUDING all of our Group Members) FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF THE WEBSITE, TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, EXCEED ONE U.S DOLLARS.

Indemnity.

You agree to defend, indemnify and hold us, and our Group Members, harmless from and against any and all claims, damages, obligations, liabilities, losses, costs and expenses (including attorney’s fees) arising from: (i) your access to or use of the Website; (ii) your violation of these Terms; or (iii) your breach of third party right, including without limitation, any intellectual property right, or privacy right.

Governing Law and Disputes.

These Terms shall be construed and governed in accordance with the laws of the State of New York, without giving effect to its choice of law rules. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. For any claim that you have with us, you agree, prior to filing any suit or proceeding, to first contact us and attempt to resolve the claim informally by sending us written notice of your claim (“Notice”). If you and we cannot reach an agreement to resolve the claim within 30 days after the Notice is received, then such claim shall be finally exclusively settled under the Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”) by one arbitrator appointed in accordance with the ICC Rules (the “Arbitrator”). The arbitration shall take place in New York, New York, and shall be conducted in the English Language. The arbitration shall be conducted on a confidential basis. The award passed by the Arbitrator shall be final and binding on both the parties. Nothing contained herein shall prevent us from applying to any court of law in order to obtain injunctions, equitable relief or any equivalent remedy, against the other Party, in order to restrain the breach of any covenants pursuant to these Terms. The arbitration award shall be enforceable in any court of competent jurisdiction. Any motion to enforce or vacate an arbitration award under this agreement shall be kept confidential to the maximum extent possible. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THESE TERMS, THE WEBSITE AND/OR THE INFORMATION CONTAINED THEREIN HAS TO BE SUBMITTED WITHIN ONE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

General.

These Terms constitute the entire understanding between the parties regarding the matters referred to herein. The section headings are provided for convenience only and have no legal or contractual significance. If any provision of these Terms is held to be unenforceable by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of these Terms shall continue in full force and effect. Our failure to enforce any rights or to take action against you in the event of any violation under these Terms shall not be deemed as a waiver of such rights. These Terms and any right granted herein may not be assigned by you without receiving our prior written consent. The controlling language of these Terms is English. In the event of any inconsistency between the English version and any other language version, the English language version shall prevail. Nothing in these Terms will be construed as creating a joint venture, employment, partnership, or agency relationship between you and us.

Contact Us.

If you have any questions with respect to these Terms, please contact us at support@reasonlabs.com.